Board of Directors
Sinophi Healthcare’s Board of Directors is comprised of four members including:
an executive chairman, two non-executive directors and an executive director.
(Please click on the links below to see the biographies of Board members)
Sinophi Healthcare’s Board is accountable to the Company’s shareholders for good governance. Under the “Code” it has a duty to “comply or explain”, indicating where and why the Company may not be in compliance.
The Board’s primary role is to provide leadership and to ensure that the Company’s strategy is appropriate and implemented effectively. The Board sets the Company’s values and standards, ensures that it acts ethically and that its obligations to its shareholders are understood and met.
The Board meets at regular intervals during the year, as well as on an ad hoc basis as required. There is a formal schedule of matters reserved for decision by the Board. These are reviewed and agreed annually and are detailed below.
Specific matters reserved for the Board include:
Board and Management
- Company structure and senior management responsibilities.
- Nomination, appointment and removal of Directors.
- Appointment of Chairman and Company Secretary.
- Terms of reference and membership of Board Committees.
Strategic Matters
- Approval and monitoring implementation of Sinophi Healthcare’s overall business strategy and annual operating budget.
- Defining the relevant performance metrics for Sinophi’s management to report to the Board to enable it to ensure the Company’s strategic goals are being met.
Business Control
- Agreement of Sinophi Code of Conduct.
- Internal audit.
- Authority limits for heads of department.
Risk and Crisis Management
- Defining and understanding Sinophi’s risk appetite.
- Evaluating Sinophi’s risk performance metrics.
- Approve the Sinophi’s crisis response plan and direct its implementation during a response to a crisis.
Capital Expenditure, Acquisitions and Disposals
- Investments and disposals of the share capital of another company greater than 5% of Sinophi’s share capital.
- Review and approval of proposed acquisitions of Sinophi assets with a consideration in excess of £5 million. Ensure that such acquisitions meet Sinophi’s strategic objectives and that due diligence is completed to an appropriate standard (the Board may advise on selection of external advisors). The Board will review the deal structure and its impact on Sinophi’s earnings and key financial ratios.
- Approval of any capital expenditure not in the approved annual budget in excess of £1 million.
- Approval of any disposal of assets greater than £2.5 million.
Finance
- Raising of new capital, changes to capital structure and confirmation of major facilities.
- Specific risk-management policies, including insurance, hedging and borrowing limits I .
- Final approval of Sinophi Annual and Interim Reports and Financial Statements and significant changes in accounting policies.
- Appointment and removal of external auditors, level of fees, any non-audit business by auditors.
Secretarial
- Call of all Sinophi Shareholder Meetings.
- Delegation of Board powers.
- Disclosure of Directors’ interests; approval of Related Party Transactions.
General
- Approval of executive remuneration, incentives and share options.
- Development of a share dealing policy for insiders to deal in Sinophi’s shares and internal dissemination of the policy and approval process.
- All Stock Exchange related issues.
- Any other matter as determined from time to time by the Board.
The Sinophi Board will set aside at least a day each year to conduct a review of its strategy with senior executives in attendance for certain sessions as appropriate. Directors will receive papers several days in advance of Board meetings and also have access to the advice and services of Sinophi’s advisers.
Some of these responsibilities will be dealt with through Board Committees.