Corporate Governance

The Board seeks to follow best practice in corporate governance appropriate to the Company’s size and in accordance with the regulatory framework that applies to AIM companies.

The Quoted Companies Alliance (QCA) has published a corporate governance code for small and medium sized quoted companies, which includes a standard of minimum best practice for AIM companies and recommendations for reporting corporate governance matters (QCA Code). The QCA code is constructed around ten broad principles which the Company has chosen to apply to ensure good governance practices are in place.

Chairman’s Corporate Governance Statement

I am responsible for ensuring that Amryt Pharma maintains the highest standards of corporate governance with a clear framework for the way in which the Board, and the Group as a whole, operates. Good corporate governance is vital in providing effective leadership and assisting in the efficient running of the Company.

I recognise that we must aim to deliver growth in the medium to long term and create shareholder value. To achieve this, we must have an efficient, effective and dynamic management framework and this should be accompanied by good communication with all stakeholders which helps promote confidence and trust.

The Boards approach to corporate governance is also influenced by the following considerations:

• The accountability of the Board to the Company’s shareholders for the conduct and performance of the business
• The interest of all other stakeholders, both internal and external, including our employees, suppliers, customers, payers, patients, physicians and regulatory authorities
• The management of the Company in the most efficient manner with effective risk management
• The effectiveness of the Board to deliver future success and financial stability

The Board follow a number of principles which we outline below for your information.

Ray Stafford
Non-Executive Chairman

Principle 1: Establish a strategy and business model which promotes long-term value for shareholders

Our vision is to become a leading global rare disease company by acquiring, developing and commercialising medicines that transform the lives of patients and their families around the world. To achieve this vision, we are pursuing the following strategies:

• Drive revenue growth with our existing commercial products
• Complete regulatory filings with the FDA and EMA and commercialise our lead development candidate, Oleogel-S10, for the treatment of severe EB
• Leverage our global commercial, medical affairs, market access and patient advocacy infrastructure
• Continue to develop our gene therapy platform with an initial focus on AP103, the first product candidate derived from the platform technology, for the treatment of DEB.
• Continue to evaluate opportunities to expand our rare disease product portfolio and pipeline. Amryt has assembled vast commercial and development expertise to drive sustained pipeline growth. With both a pipeline of development and commercial assets, the Directors believe that this strategy can deliver sustainable shareholder value

Principle 2: Seek to understand and meet shareholder needs and expectations

Good and effective communication with shareholders is given a high priority by the Directors. Amryt currently engages with shareholders through various different platforms, including industry & market conferences, investor relations roadshows, broker-led introductions and reverse enquiries.

The management team of Amryt consider direct meetings with existing and potential investors an essential part of the on-going operations of Amryt and often conduct one-to-one and group meetings with investors in the US, UK and Ireland. These meetings provide great insight into the expectations and motivations of the shareholders and play an important role in the evolution of Amryt’s strategy. Annual General Meetings, at which all shareholders are encouraged to attend, are also an important forum for Amryt to engage with shareholders.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

Amryt operates in the biopharmaceutical sector and has two commercial products as well as a number of development assets in various stages of clinical development. In addition, Amryt continues to exploit other opportunities within the sector in order to expand its present commercial and development pipelines. The Directors recognise that in order to achieve long term success, Amryt relies upon good relationships with a range of different stakeholder groups, both internal and external. Key stakeholders include Amryt’s shareholders, physicians, patients, services providers, employees, regulatory authorities and payers.

Amryt’s ability to source key personnel with the appropriate levels of expertise is vital to its success. This is something Amryt is very proud of and the Company has put in place a commercial infrastructure which is primed and ready for future growth.

Amryt holds group wide meetings multiple times each year to ensure the goals and strategy are aligned and offers a platform for employees to give feedback to management.

Amryt is also conscious that its future success is in part dependent upon its ability to implement its strategy successfully, which includes obtaining approval for its lead product candidate, Oleogel-S10. Amryt intends to seek regulatory approvals to commercialise Oleogel-S10 in Europe and the US and in order to do so, it must comply with numerous and varying regulatory requirements of these jurisdictions. Amryt is in regular contact with the FDA in the US and the EMA in Europe as it progresses its development pipeline.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Directors consider risk assessment to be important in achieving Amryt’s strategic objectives, and the Board intends to regularly review its projects and activities in this regard.

Amryt receives regular feedback from its external auditors on the state of its risk management and internal controls, which are under regular review.

Principle 5: Maintain the board as a well-functioning, balanced team led by the chair

Amryt is managed by the Board and they have the necessary skills and experience to effectively operate and control the business. There are currently six non-executive directors, including the Chairman and one executive director on the Board: Ray Stafford, Joseph Wiley, George Hampton, Alain Munoz, Donald Stern, Patrick Vink and Stephen Wills.

The Board believes that the current balance between non-executive and executive directors is appropriate for the requirements of the Company. The Amryt Board is weighted towards non-executive representation to ensure that there is appropriate independent review, scrutiny and challenge of the management of Amryt and the executive function.

The second tier of senior management comprises of the Chief Financial Officer, Chief Medical Officer and Chief Commercial Officer. They meet each week to discuss key corporate and strategic matters.

There is a further weekly meeting of a wider group of ten management team members, which, in addition to the Chief Executive Officer, Chief Financial Officer, Chief Medical Officer and Chief Commercial Officer includes the US President, Head of Compliance, Head of Supply Chain, Head of HR as well as Legal Counsel and Commercial leads. At these meetings, executive management are able to discuss and challenge the Chief Financial Officer. The Chief Medical Officer, Chief Commercial Officer and Chief Financial Officer will be able to, and will be expected to, present to Board meetings in respect of key matters of which they are responsible, and will have direct dialogue with the non-executive directors on the Board.

All Directors have access to the advice of the Company’s Solicitors and also have access to independent professional advice, at the Company’s expense, as needed. All necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively.

The Board meets regularly and at least six times per year for formal board meetings. It will consider strategy, performance and approve financial statements, budgets, dividends and significant changes in accounting practices and key commercial matters, such as decisions to be taken on whether to take forward or to cancel a research project. There is a formal schedule of matters reserved for decision by the Board in place.

The Board has established an audit committee, remuneration committee and compliance committee.

The Board has not established a nominations committee, instead the whole Board considers matters of nomination and succession. The Board will follow a robust process for the appointment of new Board members, to identify the skills, experience, personal qualities and capabilities required for the next stage of Amryt’s development. The Board also monitors succession plans and possible internal candidates for future Board roles.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Directors consider that the Board has the appropriate balance of sector, financial and public markets skills and experience as well as balance of personal qualities and capabilities.

The Directors recognise the need for continuous improvement in order to best serve shareholders and intend to constantly review the mix of skills and experiences required in order to deliver Amryt’s strategic goals. Amryt will ensure that Directors have available to them any and all appropriate resources they require to improve their skills and keep them current.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Directors consider it important to review the effectiveness of its performance as a unit, as well as that of its committees and the individual members on a regular basis.

Due to the size and the complexity of the business of Amryt the Directors consider it appropriate to complete a formal Board evaluation every two years or as needed. Amryt expects to provide more detailed information on the evaluation cycle adopted and the ways in which this has been updated on Amryt’s website over the next year.

The results of the Board Evaluation will form an integral part of the Director’s future planning and the Director’s place significant emphasis on feedback received in the Board Evaluation process.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

Amryt believes it has a responsibility to its patients and their families, which goes beyond the products. Amryt listens and learns from the patient groups it works with and places signficant importance in engaging with its clinical, patient and caregiver communities. Amryt appreciates that it does not have all of the answers, but believes that it has a valuable contribution to make in transforming the lives of those living with and affected by rare diseases.

All employees and the Board receive a copy of the Whistleblowing Policy and Code of Ethics. This ensures that all employees and the Board are aware of the procedures and protocols to be adhered to should they have any issues.

The Directors believe that Amryt has a responsibility to the environment and the communities where it works. As such Amryt will continue to seek to maintain good lines of communication with the communities where it operates and amongst all stakeholders to ensure that their issues and concerns are addressed appropriately and in a timely manner.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

Amryt has an Audit Committee, Remuneration Committee and Compliance Committee with formally delegated duties and responsibilities. The Board as a whole considers matters of nomination and succession. The composition of these committees may change over time in line with Amryt’s plans for growth.

The Board sets out the overall strategic direction for Amryt and the Board is responsible for formulating, reviewing and approving strategy, financial activities and operating performance. Day to day management is devolved to the Executive Director and Executive Management team who are charged with consulting the Board on all significant financial and operational matters.

The Board approves the annual budget, the issue of shares or other securities, significant financing transactions and all significant acquisitions and in-licencing arrangements. The Board is satisfied that the necessary controls and resources are in place such that these responsibilities can be properly addressed.

The role of the Chairman is to manage the Board in the best interests of its stakeholders. His responsibilities include taking the Chair at Board meetings and general meetings, where he is responsible for ensuring the appropriate supply of information. He is also responsible for leading the development and execution of Amryt’s long-term strategy and for ensuring the Board’s integrity and effectiveness.

The role of the Chief Executive Officer is to manage the Amryt Group on a day-to-day basis, to ensure the Board decisions are implemented effectively and to develop and present Amryt Group strategy to the Board. Independent Directors will sit on the audit committee, compliance committee and remuneration committees and will be responsible for reporting to the full board their conclusions.

The Board of Amryt intends to continue to adopt the practices set out above in relation to governance structures and processes that are fit for purpose and support good decision-making by the Board.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Good and effective communication with shareholders is a high priority of the Board. Amryt regards good communication with investors (both institutional and retail) and analysts as an essential part of the on-going operations of the Company. Amryt intends to maintain such level of communication with its shareholders and is committed to providing accurate and relevant corporate information to all shareholders.

The Board has established the following committees, each of which has its own terms of reference:

Audit Committee
The audit committee of the Company has responsibility for, among other things, the monitoring of the financial integrity of the financial statements of the Amryt Group and the involvement of the Amryt Group’s auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal audit, external audit and financial control is maintained, including considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors and advising on the appointment of external auditors. The audit committee will meet at least four times a year at the appropriate times in the financial reporting and audit cycle.

The terms of reference of the audit committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements of any quorum for and the right to attend meetings. The responsibilities of the audit committee covered in its terms of reference include the following: external audit, financial reporting, internal controls and risk management. The terms of reference also set out the authority of the committee to carry out its responsibilities.

The Audit Committee comprises of three members, who are all non-executive Directors: Stephen Wills, Donald Stern and Ray Stafford. The Audit Committee is chaired by Stephen Wills.

Remuneration Committee
The Remuneration Committee has responsibility for the determination of specific remuneration packages for each of the executive directors, including pension rights and any compensation payments, and recommending and monitoring the level and structure of remuneration for senior management, the implementation of the employee share option plan and other performance related schemes. It meets at least twice a year.

The responsibilities of the remuneration committee covered in its terms of reference include the following: determining and monitoring policy on and setting levels of remuneration, termination, performance related pay, pension arrangements, reporting and disclosure, share incentive plans and appointing remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.

The Remuneration Committee comprises three members, who are all Non-Executive directors: George Hampton, Dr. Alain Munoz and Stephen Wills. The Remuneration Committee is chaired by George Hampton.

Compliance Committee
The Board established a Compliance Committee in 2019. This Committee has responsibility for overseeing the Group’s compliance with laws, regulations, internal procedures and industry standards that may cause significant business, regulatory, or reputational damage to the Group, as well as legal and business trends and public policy issues. The primary function of the Compliance Committee is to oversee the development and implementation of compliance and ethics policies and practices at the Group. The Compliance Committee comprises three members, Donald Stern, Patrick Vink and Stephen Wills all of whom are be Non-Executive Directors, and the committee is be chaired by Donald Stern.

Nomination Committee
The Board has not established a Nominations Committee, instead the whole Board considers matters of nomination and succession. The Board follows a robust process for the appointment of new Board members, to identify the skills, experience, personal qualities and capabilities required for the next stage of the Company’s development. The Board also monitors succession plans and possible internal candidates for future Board roles.

Page last updated: January 11, 2022