I am pleased to report that for the year ended 30 September 2017, UDG Healthcare is fully compliant with the requirements of the UK Corporate Governance Code. Details of our work during the year are set out in the following pages.
The Board conducted a self-evaluation during 2017, including a review of how well we had responded to the recommendations of our external independent review last year. The assessment was positive, noted that we had made good progress, but also identified some further areas for improvement, including recommendations for some changes to the way we conduct our annual strategy session.
We engaged an external independent consultant, Independent Audit, to conduct a review of the Remuneration Committee, and some good recommendations came from that exercise, including a suggestion that we amend the terms of reference of the Committee to make clearer whether it decides remuneration, or merely makes recommendations to the Board. While we want Committees to have delegated authority to act, we are also conscious of the highprofile that remuneration issues attract, and want to ensure that the Board is fully aligned with the decisions taken.
Diversity and succession are important considerations for the Board, exercised through the Nominations and Governance Committee. We currently have 11 members (which will reduce to ten when Gerard van Odijk stands down at the AGM in February), comprising three executives, myself and seven non-executives, of whom three are female. Four are resident in Ireland (two executives and two non-executives), four are resident in the UK, two are resident in the US and one is resident in mainland Europe. Eight have pharmaceutical company and/or pharma services executive experience, while three come from other industries. In my opinion, we have an excellent mix of skills and styles which ensures good debate and well considered decisions.
Philip Toomey will have served on the Board for almost ten years by the time of our next AGM. The Board has determined that Philip remains independent; his lack of close association with management or other directors, coupled with his clear willingness to challenge at Board and Committee meetings makes this manifest. With the pending departure of Gerard van Odijk, the Board has requested Philip to serve one further year, and assist in the selection and induction of at least one additional non-executive director.
The essence of good governance is a state-of-mind, not a set of rules. We strive to ensure that we focus on the important issues for the business and its stakeholders, using good sense, transparency, openness, and honesty.