AIM Rule 26

Description of the business

Please click here for a description of the business.

 

The names of the directors and biographical details

Please click here for the names of the directors and brief biographical details of each.

 

Directors’ responsibilities

Chi-Med is managed by a board of directors (the "Board") which consists of three executive directors, three non-executive directors and three independent non-executive directors (one of whom is senior independent director). The Board is responsible for directing the strategic objectives of Chi-Med and overseeing the management of the business. Directors are charged with the task of promoting the success of Chi-Med and making decisions in the best interest of Chi-Med. The Board, led by the Chairman, approves and monitors the Group's long term objectives and commercial strategies, annual operating and capital expenditure budgets and business plans, evaluating the performance of Chi-Med and supervising the management of Chi-Med.

 

Board committees

The Audit Committee
The Audit Committee reviews the Group's preliminary results, interim results and annual financial statements, oversees the relationship between Chi-Med and its external auditors, monitors and reviews the effectiveness of Chi-Med's internal audit function in the context of Chi-Med's overall risk management systems giving due consideration to laws and regulations and the provisions of the UK Corporate Governance Code.

The Audit Committee is chaired by Mr. Graeme Jack and its other members are Mr. Paul Carter and Dr. Karen Ferrante.

The Terms of Reference of the Audit Committee are available here.

 

The Remuneration Committee
The Remuneration Committee assists the Board in achieving its objective of attracting, retaining and motivating people of the highest calibre and experience needed to shape and execute strategy across the Group's substantial and diverse and international business operations. It ensures that the Group administers a fair and transparent procedure for setting remuneration policies including the assessment of the performance of Executive Directors and senior executives of the Group and determining their remuneration packages.

The Remuneration Committee is chaired by Mr. Simon To and its other members are Mr. Paul Carter and Mr. Graeme Jack.

The Terms of Reference of the Remuneration Committee are available here.

 

The Technical Committee
The Technical Committee considers from time to time matters relating to the technical aspects of research and development. It invites such executives as it deems appropriate to participate in meetings from time to time.

The Technical Committee is chaired by Dr. Karen Ferrante and its other members are Mr. Paul Carter, Mr. Christian Hogg and Mr. Simon To.

The Terms of Reference of the Technical Committee are available here.

 

Country of incorporation and main country of operation

Chi-Med, incorporated in the Cayman Islands, is the holding company of a healthcare group whose main country of operation is China.

 

Rights of shareholders

As Chi-Med is a Cayman Islands incorporated company, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company. Such rights are regulated by the Memorandum and Articles of Association of Chi-Med and the Companies Law and common law of the Cayman Islands.

 

Current constitutional documents

Please click for the Memorandum and Articles of Association.

 

Details of any other exchanges or trading platforms

The ordinary shares of Chi-Med were admitted to trading on AIM regulated by the London Stock Exchange.
Chi-Med also has its securities admitted to trading on Nasdaq Stock Market in the form of American Depositary Shares.

 

Number of securities in issue, securities not in public hands and significant shareholders

Please click here for information on the number of ordinary shares of Chi-Med and details of significant shareholders.

 

Details of any restrictions on the transfer of securities

There are no restrictions on the transfer of securities in the Company.

 

Annual accounts and interim reports

Please click here for access to the Company's annual accounts for the last three years and interim reports since the last annual account.

 

Company’s notifications

Please click here to access notifications made by the Company in the past 12 months.

 

Admission document and circulars

Please click here to access the Company's Admission Document dated 10 May 2006.  However, please note that this document was issued well over ten years ago and is accordingly substantially out of date.

Please click here to access circulars sent to shareholders within the past 12 months.

 

Corporate governance code

The Company strives to attain and maintain high standards of corporate governance best suited to the needs and interests of the Company and its subsidiaries (the "Group") as it believes that effective corporate governance practices are fundamental to safeguarding shareholder interests and enhancing shareholder value. Accordingly, the Company has adopted corporate governance principles that emphasise a quality board of Directors (the "Board"), effective internal controls, stringent disclosure practices, transparency and accountability. It is, in addition, committed to continuously improving these practices and inculcating an ethical corporate culture. The Company has applied the principles of the UK Corporate Governance Code (the "Code") notwithstanding that the Company's shares are admitted to trade on AIM, and is therefore not required to comply with the Code.

The Company Secretary is responsible for ensuring that the Board is fully apprised of the relevant legislative, regulatory and corporate governance developments of relevance to the Group and that it takes these into consideration when making decisions for the Group. From time to time, she organises seminars on specific topics of importance and interest and disseminates relevant reference materials to Directors for their information.

The Company Secretary is also directly responsible for the Group's compliance with all obligations of the AIM Rules for Companies ("AIM Rules"), including the preparation, publication and despatch of annual reports and interim reports within the time limits laid down in the AIM Rules, the timely dissemination to shareholders and the market of announcements and information relating to the Group and assisting in the notification of Directors' dealings in securities of the Group.

 

UK City Code on Takeovers and Mergers

Chi-Med is neither subject to the UK City Code on Takeovers and Mergers nor any other such legislation or code in its country of incorporation or operation.

 

Advisers

Please click here to access the Company's advisers.