Investors

Corporate Governance

In the following statement we give a summary of how our board and its committees operate and how we are applying the ten principles of the QCA Code.

The information below was last updated on 20 August 2020.

Principle One

Business Model and Strategy

The Board has concluded that the highest medium and long term value can be delivered to its shareholders by building medical device company focused on disrupting the US$10.15 billion per annum spinal (vertebrae) devices market. The Company is developing revolutionary and uniquely disruptive technologies, commencing with three flagship pioneering, spinal devices, the Cervi-LOK™GRASP LaminoplastyFaci-LOK™.   The Company has a phased product development strategy, and is planning to commence initial product marketing of products between late 2020 to early 2021. The overall aim is to establish the Company’s products as the “go-to solutions” for the spinal stabilisation market. In addition to the three flagship products currently under development, the company also has a pipeline of additional and complementary spinal products.

Principle Two

Understanding Shareholder Needs and Expectations

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. Investors also have access to current information on the Company though its website, www.truspine.org, and via Ian Roberts CEO, who is available to answer investor relations enquiries.

Principle Three

Considering wider stakeholder and social responsibilities

The Board recognises that the long term success of the Company is reliant upon the efforts of the employees of the Company and its contractors, suppliers, regulators and other stakeholders. The Company has close ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the Company. The Company maintains open and ongoing dialogue with regulators and local communities in which it operates to ensure that operations are conducted in full compliance with all applicable laws and regulations, as well as avoiding any negative impact on local communities. The Board regularly reviews and assesses its key resources and relationships  and has established processes and systems to ensure that there is close oversight and contact with its key stakeholders. The Board has regular meetings with employees, contractors and consultants to assess operational processes which is designed to ensure that there is an open dialogue with each person engaged by the Company to help establish best operational practice in achieving its goals and targets, and delivering on its business strategy.

Principle Four

Risk Management

In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company. The risk assessment matrix below sets out those risks, and identifies their ownership and the controls that are in place. This matrix is updated as changes arise in the nature of risks or the controls that are implemented to mitigate them. The Audit and Compliance Committee reviews the risk matrix and the effectiveness of scenario testing on a regular basis. The following principal risks and controls to mitigate them, have been identified:

Activity Risk Impact Control(s)
Financial Liquidity, market and credit risk
Inappropriate controls and accounting policies
Inability to continue as going concern
Reduction in asset values
Incorrect reporting of assets
Robust capital management policies and procedures
The board agrees and signs off all annual reports which detail accounting policies.
Due to size of the company – the board discusses and agrees all payments over £25,000.
Audit Committee
Regulatory adherence Breach of rules Censure /loss of product approval Strong compliance regime instilled at all levels of the Company
Strategic Damage to reputation
Inadequate disaster recovery procedures
Inability to secure new capital or investments
Loss of key operational and financial data
Effective communications with shareholders coupled with consistent messaging to potential investees
Robust compliance
Off-site storage of data
 Management Recruitment and retention of key people Reduction in operating capability Stimulating and safe working environment
Balancing salary with longer term incentive plans

 

The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day to day control exercised by the Executive Director, Ian Roberts. However, the Board will continue to monitor the need for an internal audit function. The Board works closely with and has regular ongoing dialogue with the Company CFO and has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.

Principle Five

A Well Functioning Board of Directors

As at the date hereof the Board comprised: the Executive Director & CEO Ian Roberts, CFO, Norman Lott, Non-Executive Chairman, Martin Armstrong and a Non-executive Directors, Dr Tim Evans and Annabel Schild.  Biographical details of the current Directors are set out within Principle Six below. Executive and Non-Executive Directors are subject to re-election at intervals of no more than 3 years. The Executive Director is considered to be a full time employee whilst the Non-Executive Directors are considered to be part time but are expected to provide as much time to the Company as is required.  The Board elects a Chairman to chair every meeting.

The Board meets formally at least 6 times per annum but regular contact is maintained so that all directors are informed of relevant developments and are able to have discussions whenever required. It has established an Audit Committee and a Remuneration Committee, particulars of which appear hereafter. The Board has agreed that appointments to the Board are made by the Board as a whole and so has not created a Nominations Committee.  All Non-Executive Directors are considered to be part time but are expected to provide as much time to the Company as is required. The Board considers that this is appropriate given the Company’s current stage of operations. It shall continue to monitor the need to match resources to its operational performance and costs and the matter will be kept under review going forward.

Annabel Schild, Dr Tim Evans & Martin Armstrong are considered by the Board to be an Independent Directors. The Board notes that the QCA recommends a balance between executive and non-executive Directors and recommends that there be two independent non-executives which it fulfils.

Attendance at Board and Committee Meetings

The Company shall report annually on the number of Board and committee meetings held during the year and the attendance record of individual Directors. To date in the current financial year the Directors have a 100% record of attendance at such meetings. In order to be efficient, the Directors meet formally and informally both in person and by telephone. To date there have been at least quarterly formal meetings of the Board, and the volume and frequency of such meetings is expected to continue at this rate.

Principle Six

Appropriate Skills and Experience of the Directors

The Board currently consists of three Directors. The Company believes that the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industries and each of the Directors has experience in public markets.

The Board recognises that it currently has a limited diversity and this will form a part of any future recruitment consideration if the Board concludes that replacement or additional directors are required.

The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal. Currently each of the board are involved in financial markets and increase their awareness and skills via reading and participation in commercial transactions from time to time.

Martin Armstrong, Non-executive Chairman

Mr. Armstrong is a senior partner of corporate and accountancy and corporate insolvency firm Turpin Barker and Armstrong. Martin has a long and proven history in corporate and financial management, financial systems, accounting, audit and strategic planning, as well as turnaround and corporate insolvency.

Ian Roberts, Chief Executive Officer

Mr Roberts has 20+ years’ experience in med tech & medical device sectors covering marketing, sales manufacturing & distribution.  He spent 7 years with Stryker Orthopaedics progressing to European Marketing director with responsibility for spinal products & trauma.   Following his time at Stryker he was responsible for establishment of Hospira in the UK & Ireland with manufacturing and a large sales & administration team.   More recently he has been advising investment funds on alternative investments with a focus on life sciences.

Norman Lott, Chief Financial Officer

Mr. Lott is an experienced international CFO with significant public company experience, having held multiple roles with AIM listed companies on the London Stock Exchange. He is a member of the Institute of Chartered Accountants in England and Wales having qualified in 1980 and aside from his experience as a CFO, he has also held positions in business management including that of CEO. He has also been involved in several international corporate transactions, and also has direct experience in this sector.

Dr Tim Evans, Non-executive Director

Dr. Evans qualified in 1979 from the Westminster Hospital Medical School, and runs a private, independent general practice in London. He specialises in women’s health, and also has an interest in functional and musculoskeletal medicine.  Tim has a wealth of experience in his 40 year career, including setting up a specialist practice in the care of women and children, as well as a fully integrated practice in conventional, complementary and alternative healthcare. He has worked extensively in Africa and re-established primary health clinics in rural areas after ten years of civil war.  In 2003, he was appointed to the position of Apothecary to HM the Queen and The Royal Households of London. In 2016 HM The Queen awarded him with an LVO for his services.

Annabel Schild, Non-executive Director

Ms. Schild is a seasoned entrepreneur, having invested in multiple companies in finance, technology and hospitality over the last 31 years. Her successful portfolio of investments has given her the experience and knowledge to detect prime companies with an excellent story. She is drawn to companies whose message is to make a difference, and the potential of TruSpine to change lives for the better was key feature. She is an avid supporter of many UK children’s charities, including the Anne Frank Trust (a UK education charity), DeafKidz (a safe space facilitator for deaf children) and Compass for Life (a charity for underprivileged children).

Principle Seven

Evaluation of Board Performance

 

Internal evaluation of the Board, the Committee and individual Directors is undertaken on an annual basis in the form of informal discussions.

The annual report details the progress which the board and company has made for the year.

No succession planning is deemed necessary at this point due to the small size of the company.

Each director is also assessed by shareholders on a three year rotation basis at AGM when their re-appointment is due.

Principle Eight

Corporate Culture

 

The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board.

The directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has adopted a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on Aquis Stock Exchange and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.

Principle Nine

Maintenance of Governance Structures and Processes

Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective responsibilities of the Chairman and Executive Director arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the Board, while management of the Company’s business and primary contact with shareholders has been delegated by the Board to the Executive Director.

Audit Committee

The Audit Committee comprised of Martin Armstrong (Chairman) and Annabel Schild. This committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported. It receives reports from the executive management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee shall meet not less than twice in each financial year and it has unrestricted access to the Company’s auditors.

Remuneration Committee

The Remuneration Committee comprises Martin Armstrong (Chairman) and Dr Tim Evans. The Remuneration Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company’s Remuneration Policy.

Nominations Committee

The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a Nominations Committee.

Non-Executive Directors

The Board has appointed 3 Non-Executive Directors.

In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement.

Principle Ten

Shareholder Communication

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting.

Investors also have access to current information on the Company though its website, www.truspine.org, and via Ian Roberts, CEO, who is available to answer investor relations enquiries. The company’s website details various information: annual reports, AGM notice of meetings and RNS announcements detailing results of meetings and other relevant information.