The Board meets in full on at least a bi-monthly basis, with attendance required in person whenever practicable, with at least one meeting scheduled in a Horizon facility outside the UK per year. 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:
Board appointments are subject to re-election at each year’s AGM, with two Board members put up for shareholder vote on each occasion.
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 to be independent.
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.