Corporate Governance

COMPANYS OBJECTIVES

The Directors are responsible for carrying out the Company’s objectives, implementing its business strategy and overall supervision of the Company’s activities. Future acquisition, divestment and other strategic decisions will all be considered and determined by the Board.

The Board will provide leadership within a framework of prudent and effective controls. The Board will establish the corporate governance framework of the Company and will have overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.

The Board schedules quarterly meetings and holds additional meetings as and when required. The expectation is that this will result in more than four meetings of the Board each year.

In order to implement its business strategy, the Company has adopted the corporate governance structure set out below.

The provisions of the QCA Code that HAVE BEEN adopted by the Company are set out below. This will be reviewed and updated as appropriate.

Seek to understand and meet shareholder needs and expectations

The Company is committed to engaging and communication openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. All Board members have responsibility for shareholder liaison, but queries are primarily delegated to the Company’s Advisors in the first instance or the Company’s Executive Chairman. Contact details for the Company’s advisors are contained on the Company’s Advisors page.

Copies of the annual and interim reports will be made available to all shareholders and copies downloaded from the Company’s Financial Reports page.

Other Company information for shareholders is also available on the website.

The Company also engages with shareholders at its AGM each year which gives investors the opportunity to enter into dialogue with the Board and for the Board to receive feedback and take action if and when necessary. The results of the AGM are subsequently announced via RNS and published on the Company’s website.

Establish a strategy and business model which promote long-term value for shareholders

The Company is seeking to acquire businesses focused on early-stage medical biotechnology, with the aim of generating optimal returns for both the target businesses and our shareholders.

The investment strategy is to provide Shareholders with an attractive total return achieved primarily through capital appreciation. The Directors believe that there are numerous investment opportunities within both private and public businesses in the Medical Biotech sector in United Kingdom, Continental Europe & Australia.

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

The Board is aware that engaging with Roquefort Investments’ stakeholders strengthens relationships, assists the Board in making better business decisions and ultimately promotes the long-term success of Roquefort Therapeutics plc. The groups stakeholders include shareholders, and other service providers, suppliers, auditors, lenders, regulators, industry bodies and the surrounding communities of where its future investments will be located. The Board as a whole are responsible for reviewing and monitoring the parties contracted to the Company, including their service terms and conditions.

The Board is regularly updated on wider stakeholder views and issues concerning the portfolio both formally at Board meetings and informally through ad hoc updates.

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

All Board appointments have been made after consultation and detailed due diligence is carried out on all new potential board candidates. The Board will consider using external advisers to review and evaluate the effectiveness of the Board and Directors in future to supplement its own internal evaluation processes.

The Group’s Articles require that all Directors are submitted for election at the AGM following their first appointment to the Board and one third of the Directors are subject to retirement by rotation on an annual basis to refresh the Board, irrespective of performance

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

A description of each board member and their experience are displayed on the Board & Senior Management page. The Board of directors is responsible for the determination of the investment decisions of the Company and for its overall supervision via the investment policy and the objectives that it has set out. The Board is also responsible for the Company’s day to day operations. The Board consists of one executive director and three non-executive directors.

The Board intends to meet formally at least four times each year. At each Board meeting the financial performance of the Company and all other significant matters are reviewed so as to ensure the Directors maintain overall control and supervision of the Company’s affairs.

The Board maintains regular contact with all its service providers and are kept fully informed of investment and financial controls and any other matters that should be brought to the attention of the directors. The Directors also have access where necessary to independent professional advice at the expense of the Company.

Audit Committee

The Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Enlarged Group is properly measured and reported on. It receives and reviews reports from the Enlarged Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Enlarged Group. The Audit Committee meets not less than three times in each financial year and has unrestricted access to the Enlarged Group’s external auditors. The members of the Audit Committee shall include two non-executive Directors. The Audit Committee comprises Mark Freeman (as chairman) and Michael Stein.

Remuneration Committee

The Remuneration Committee reviews the performance of executive directors (when appointed), chairman of the Board and senior management of the Enlarged Group and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary, but at least twice each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The members of the Remuneration Committee shall include two Non-Executive Directors. The Remuneration Committee comprises Mark Rollins (as chairman) and Mark Freeman.

Nomination Committee

The Nomination Committee leads the process for board appointments and makes recommendations to the Board. The Nomination Committee evaluates the balance of skills, experience, independence and knowledge on the board and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment. The Nomination Committee meets as and when necessary, but at least twice each year. The Nomination Committee comprises Michael Stein (as chairman) and Mark Freeman.

Market Abuse Regulations

The Company has adopted a share dealing policy, in conformity with the requirements of the Listing Rules and the Market Abuse Regulation, regulating trading and confidentiality of inside information for persons discharging managerial responsibility (“PDMRs”) and persons closely associated with them which contains provisions appropriate for a company whose shares are admitted to trading on the Official List. The Company intends to take all reasonable steps to ensure compliance by PDMRs and any relevant employees with the terms of its share dealing policy.

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