The Board meets in full on at least a bi-monthly basis, with attendance required in person whenever practicable, with at least one meeting per year scheduled in a Horizon facility outside the UK. In addition, ad hoc meetings may be called to discuss urgent pertinent issues arising during the course of the year. The Chairman meets with the Executive Directors prior to scheduled and ad hoc meetings to discuss and set each Board agenda, including a forward schedule of items for future consideration.
Led by the Chairman, the Board regularly evaluates its own composition and performance in order to confirm that:
Directors are subject to reappointment in accordance with the provisions of the articles of association, with at least one third of the Board members put up for reappointment by shareholder vote at each year’s AGM.
The Board applies a rigorous process to ensure that its Non-Executive Directors remain independent. In accordance with established procedure, all Directors are required to notify the Board of any conflicts of interest, and a register of such interests is maintained. Also, under procedure, all share purchases or sales are disclosed in Director/PDMR Shareholding RNS releases, and option holdings by the Directors are publicly disclosed in each Annual Report.
Any changes to these interests are similarly notified to the Board. On this basis, the Board confirms that all Non-Executive Directors are considered independent except for Margarita Krivitski who is currently a Vice President for ValueAct Capital which is a holder of over 18% of shares in the Company.
Horizon Directors are not permitted to participate in any vote in which they have a conflict of interest, and in most instances recuse themselves from any such discussion.