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 17 May 2023.
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 Laminoplasty & Faci-LOK™. 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 Laurence Strauss 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 CEO, Laurence Strauss. 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 CEO Laurence Strauss, CFO, Norman Lott and a Non-executive Director, Dr Tim Evans. 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.
Dr Tim Evans is considered by the Board to be an Independent Director. 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 four 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.
Laurence Strauss, Chief Executive Officer
Laurence Strauss started his career in 1986 on the Stock Exchange as a Blue Button on the Market floor and built up a successful private client Broking Business working for the likes of “Allied Provincial” and “Elders Finance.”In 1992 Laurence chose to leave the City and took up a directorship with a small electrical/mechanical contracting business quadrupling the Company size in 3 years. From here he was poached into a shop fitting business where again he oversaw a large expansion program overseeing over 200 staff and 100 mil T/O. More recently Laurence has been advising private clients on stock investments and floatation’s, he was first introduced to TruSpine Technologies Plc as a fundraiser for the Company IPO.
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.
Nik Patel, Non-executive Director
Mr. Nik Patel has been practicing Consultant Neurosurgeon and Honorary Senior Clinical Lecturer at the Institute of Clinical Neurosciences (University of Bristol) since his appointment in 2005. Nik trained in medicine at Charing Cross & Westminster Medical School, and in neurosciences at University College London. In 1991 he gained a First-Class Honours Degree in Neurosciences and in 1994 graduated in Medicine with Distinction in Pathology from University of London. His basic surgical training was completed at Oxford University. His neurosurgical training was completed at Frenchay hospital, University of Bristol, where he was appointed Consultant Neurosurgeon in 2005. Nik has developed a special interest in the treatment of functional brain disorders and for conditions causing severe pain, especially from disorders related to the face and head, spinal disease and those secondary to nerve injury. His surgical and research interests have focused on developing innovations, and in advancing less-invasive and stream-lined procedural solutions. He has been recognised for his neurosurgical research excellence with a Medical Research Council fellowship; awards from both the American and the European Associations of Neurological Surgeons; and a Hunterian Professorship from the Royal College of Surgeons of England.
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 comprises of Nikunj Patel. 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 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 2 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 Laurence Strauss, 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.