Board of Directors
The Board will consist of four members, two of whom will be non-executive Directors.
The Board considers Steve Harris to be independent in character and judgment and accordingly considers him to be an independent director for the purposes of the Combined Code. Linda Powers is a managing director of Toucan Management LLC, which manages Toucan Capital, a substantial shareholder in the Company, and accordingly is not considered to be independent. The Company intends to further strengthen the Board following Admission through the recruitment of one or more further independent non-executive directors. The Company will hold regular board meetings and the Directors will be responsible for, among other things, formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure.
Alton L. Boynton, Ph.D.(aged 64) President; Chief Executive Officer
Dr. Boynton co-founded the Company and has served as its Chief Scientific Officer and as a director since 1998. Dr. Boynton was appointed as Chief Operating Officer in August 2001, and President in May 2003. Dr. Boynton has also served as director of the Department of Molecular Medicine of Northwest Hospital from 1995 to 2003 where he coordinated the establishment of a program centered on carcinogenesis. Prior to moving to Seattle, Dr. Boynton was associate director of the Cancer Research Center of Hawaii at The University of Hawaii, where he also held the positions of director of Molecular Oncology of the Cancer Research Center and professor of Genetics and Molecular Biology.
Linda F. Powers(aged 51) Non-Executive Chairperson
Ms. Powers joined the Board in May 2007. She is Co-Founder and Managing Director of Toucan Management LLC, the manager of Toucan Capital. Ms. Powers has more than six years’ experience in seed and early stage venture capital investing, and over 15 years’ experience in corporate finance and restructurings, M&A, joint ventures and IP licensing. Ms. Powers has been appointed to three Governors’ Commissions created to determine how to build the respective states’ biotech and other high tech industries. Ms. Powers is a Board member of Moffitt Technology Corporation, a for-profit arm of Moffitt Cancer Center (third largest cancer center in US), a Board member of the Trudeau Institute, well known for its research specializing in immunology, and the Chair of the Maryland Stem Cell Research Commission, administering the state’s stem cell funding program. Ms. Powers serves on the steering committee of the National Academy of Sciences evaluating Federal grant programs, and on the Advisory Board of US Department of Commerce NIST Advanced Technology Program. Ms. Powers also serves on the boards of directors of seven biotech companies. Ms. Powers holds a BA (Woodrow Wilson School/Economics) from Princeton University, where she graduated magna cum laude and Phi Beta Kappa. She also earned a JD degree, magna cum laude, from Harvard Law School.
The Board has established the following committees:
Audit Committee
The Audit Committee has responsibility for recommending the appointment of the Company’s independent accountants, supervising the finance function of the Company (which include, among other matters, the Company’s investment activities), reviewing the Company’s internal accounting control policies and procedures, and providing the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require the attention of the Board. The Audit Committee provides the opportunity for direct contact between the Company’s independent registered public accounting firm and the Board. The Board has adopted a written charter for the Audit Committee and its current members are Linda Powers and Steve Harris.
Compensation Committee
The Compensation Committee is responsible for determining the overall compensation levels of the Company’s executive officers and administering the Company’s stock option plans. The Board has adopted a written charter for the Compensation Committee and its current members are Linda Powers and Steve Harris.
Nominations Committee
The Nominations Committee is responsible for identifying and nominating members of the Board, recommending directors to be appointed to each committee of the Board and the chair of such committees, and overseeing the evaluation of the Board. The Board has adopted a written charter for the Nominations Committee and its current members are Steve Harris and Linda Powers.
It is the Board’s intention to appoint additional independent non-executive directors to these committees in due course following recruitment of such persons to the Board.
The Company has, in accordance with Rule 21 of the AIM Rules, adopted the Share Trading Policy for the Board and employees of the Company and will take steps to ensure compliance by the Board and the employees with the terms of this policy.
The Company has also adopted a code of ethics meeting the definition of ‘‘Code of Ethics’’ as defined in Item 406 of Regulation SK promulgated by the SEC. The Company’s Code of Ethics is applicable to the chief executive officer, the chief financial officer, the principal accounting officer or persons performing similar functions.
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