## PRINCIPLE 7 

## Recognise and manage risk 

The Directors continually monitor areas of significant business risk, recognising that there are inherent risks associated with the management, funding and commercialisation of biotechnology projects. 

The Board has delegated the responsibility for the establishment and maintenance of a framework for risk oversight and the management of risk for the Group to the Risk and Audit Committee. 

The Committee’s role is to provide a direct link between the Board and the external function of the Company. This includes: 

• Monitoring corporate risk assessment and the internal controls instituted; 

• Monitoring the establishment of an appropriate internal control framework, including information systems, and considering enhancements; 

• Reviewing reports on any defalcations, frauds and thefts from the Company and action taken by managements; 

• Reviewing policies to avoided conflicts of interest between the Company and members of management; and 

• Considering the security of computer systems and applications, and the contingency plans for processing financial information in the event of a systems breakdown. 

The Chief Executive Officer and Chief Financial Officer have made representations to the Committee on the system of risk management and internal compliance and control which implements the policies adopted by the Board. The Chief Executive Officer and Chief Financial Officer have also represented that, to the best of their knowledge, the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects. 

## PRINCIPLE 8 

## Remunerate fairly and responsibly 

After considering the size and nature of the Company business the Board have accepted the responsibilities of the Remuneration and Nomination Committee rather than establishing separate committee. The Board, acting as the Remuneration and Nomination Committee, ensures that the Company’s remuneration levels are appropriate in the markets in which it operates and are applied, and seen to be applied, fairly. 

The Company’s remuneration policy is described in the Remuneration Report contained within the Directors’ Report. 

The business of the Committee has been dealt with as part of the regular Board meetings as needed. The Board has access to senior management of the Company and may consult independent experts where the Board considers it appropriate to carry out the duties of the Committee. 

Currently the Company pays directors’ fees to the NEDs. As stated in the Directors’ Report, businesses associated with directors may receive fees for professional services provided to the Company in addition to their duties as a NED. 

