Corporate Governance

Ananda Developments plc – QCA Corporate Governance statement 

Ananda Developments plc is committed to good corporate governance and has adopted the corporate governance guidelines of the Quoted Companies Alliance (QCA).

Principle 1: Establish a purpose, strategy and business model which promotes long-term value for shareholders

Through its patent pending, IP-led, medical formulation methodology and through its established pathway to clinician lead clinical trials plus near-term revenue via unlicenced medicines, the Company has a focused approach to becoming revenue generating as soon as possible and a clear path to developing a range of cannabinoid based medicines targeting the treatment of complex chronic inflammatory pain conditions and accessing the NHS.

Risk factors relating to the Group are set out in the Company’s annual report and include expansion risk, cannabis market acceptance and market development risk, competition, dependence on management, scarcity of suitably qualified individuals, dependence on licences, reliance on certain facilities, R&D and product obsolescence risk, product liability and regulatory compliance and environmental regulatory and risks. The Group risk factors are reviewed and updated by the Finance Director and the wider board annually.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

The Group aims to operate ethically and be socially responsible in its actions.  It has established a number of policies to support this aim, including: 

• Anti-bribery
• Financial Policies and Reporting procedures
• Modern slavery and human trafficking policy
• Share dealing code
• Whistleblowing policy
• Social Media policy

The Company regularly discusses the above policies at the monthly board meeting to ensure they are still fit for purpose.

Principle 3: Seek to understand and meet shareholder needs and expectations

The Group is committed to building and maintaining strong relationships with its shareholders.

The Company disseminates news on significant developments and regular operational updates in stock exchange announcements via the Regulatory News Service (RNS). These are also available on this website here. The website contains a wealth of information for existing and potential shareholders.

The Group’s Annual General Meeting (AGM) is the main forum for discussing matters with shareholders, addressing their queries, and understanding their needs and expectations. The Company holds its AGM (and other General Meetings) at a convenient time and location, normally in Central London to ensure shareholders have every chance to attend.

The Chief Executive Officer and Finance Director make themselves available to meet with investors during the year and engage in regular dialogue with the Group’s Corporate Advisors and retail investors to gauge shareholder sentiment, including via the Company’s various social media channels (Instagram: https://instagram.com/anandadevelopments?igshid=YmMyMTA2M2Y=, LinkedIn: https://www.linkedin.com/company/anadevelopments/, Twitter: https://twitter.com/anandaplc?s=21&t=9yeIC_xYCfzgDn7j26sfuA ), by attending investor and sector specific in-person events, through media outreach/interviews (e.g. https://zakmir.com/zakstraderscafe-interview-melissa-sturgess-ceo-ananda-developments/, https://www.proactiveinvestors.co.uk/companies/news/1049203/ananda-developments-provides-update-at-proactive-one2one-investor-forum-1049203.html), through the utilisation of the Investor Meet Company platform and its InvestorHub, alongside Company milestones such as the annual Report & Interim accounts as well as to accompany important Company announcements released on the RNS news service and through email correspondence and both the CEO’s and FD’s email address and phone number are included in the footer of Company announcements.

Principle 4: Take into account wider stakeholder and social responsibilities and their implications for long-term success

In addition to weekly project and operational team meetings, the Group operates a strong ‘in-office’ working culture to facilitate engagement with the wider team as often as possible.  It also shares key progress updates via email to all staff and releases public announcements via the RNS service.

The Directors believe they have acted in the way most likely to promote the success of the Group for the benefit of its members as a whole. Including:

• Considering the likely consequences of any decision in the long term;
• Acting fairly between members of the Group;
• Maintaining a reputation for high standards of business conduct;
• Considering the interest of the Group’s employees;
• Fostering the Group’s relationships with suppliers, customers and others;
• Considering the consequences of any actions taken on the Company’s relationship with its partner clinicians and regulatory bodies
• Considering the impact of the Group’s operations on the community and the environment.

The Group seeks to act in a way that upholds these principles and maintains a regular dialogue with its external stakeholders to ensure these principles are upheld.

Principle 5: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board is responsible for the Group’s overall risk management framework, ensuring that mitigation strategies are in place wherever possible.  The Executive Directors regularly keep the Board updated on current trading, wider market trends and other developments as a means of identifying existing and potential future opportunities and risks.

Principle 6: Maintain the board as a well-functioning, balanced team led by the chair

The Board comprises three Executive Directors (Charles Morgan, Melissa Sturgess, and Jeremy Sturgess-Smith), two Non-Executive Directors (Inbar Pomeranchik, Stuart Piccaver) and two independent Non-Executive Directors (John Treacy and Clive Page). Biographies for each board member are available here.

The Company holds regular board meetings, at which monthly management accounts, management reports and other operationally pertinent documents are tabled and discussed by the entire board. Feedback is collated and fed back to the appropriate operational team members, ensuring that the Company is always aware of its financial position and ensuring that operations remain focused on the Company’s key goals.

Board Meeting and sub committees attendance is recorded by the Company Secretary and will be reported on in all Annual Reports, commencing in 2024.

The Board operates in a collaborative and constructive manner with a clear focus on the delivery of strategy and increasing shareholder value.       

Principle 7: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

All the current directors are considered to provide a diverse range of appropriate skills and experience.  The Company provides, or will provide, adequate support and training to ensure that the Directors remain appropriately skilled and able to fulfil their duties to the required standard and regularly assesses the board composition and will look to recruit in further skillsets as and when that may be required.

One key risk that the Company is exposed to is that the main executives and board members of the Company (Charles Morgan, Melissa Sturgess and Jeremy Sturgess-Smith) are also considered a concert party and control >50% of the issued share capital of the Company by virtue of being members of the same family. This risk is mitigated via the presence of two experienced independent directors on the Board (see Principle 5 for further details) and the family members not having board control. Furthermore, the Company remains in constant dialogue with its Corporate Adviser, SP Angel, to ensure that it remains in good standing.

The Independent Non-Executive Directors have experience of early-stage healthcare and micro-cap, listed companies.

Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board is focused on implementing the Company’s strategy. However, given the size and nature of Ananda, the Board does not consider it appropriate to have a formal performance evaluation procedure in place, as described and recommended in Principle 7 of the QCA Code and therefore does not comply with this principle. The Board does however use the retirement by rotation of all Directors at the Company’s AGM as an opportunity to informally evaluate individual Director performance.

The Directors have been invited attend QCA training courses as and when they request.

The Board will closely monitor this situation as the Company grows.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

The Board comprises three executive, two non-executive directors and two independent non-executive directors and has clearly defined the matters reserved for the Board and these matters are detailed in the Company’s Articles of Association.  It has formed one sub-committee – the audit committee which has its own terms of reference.  The audit committee is comprised of non-executive directors (John Treacy (Chair), Clive Page and Inbar Pomeranchik).  The Group does not have separate Nominations and Remuneration Committees, due to the size and nature of the Company’s funding to date. The Company will review the need to set up  Nomination and Remuneration Committees, at least every 6 months, and will consider establishing such  committees for any individual appointment where it believes such a committee would be beneficial.

The terms of reference for the Audit Committee include:

• Monitor and review internal controls and risk management systems
• Oversee the relationship with the Auditor
• Consider and recommend to the Board the reappointment of the external auditor
• Monitor and review the compliance, whistleblowing, and fraud detection procedures
• Monitor and review reports from the Executive Directors, including the Group’s financial statements

The Chairman, CEO and FD all have specific roles and responsibilities which are:

• Chairman (Charles Morgan) – Chairing all Company board meetings and General Meetings, leading the Company’s R&D specific work streams and is the key relationship with the Company’s trial partners
• CEO (Melissa Sturgess) – sets the overall operational and strategic tone for the Company and drafts the majority of the Company’s RNS releases and Company presentations
• FD (Jeremy Sturgess-Smith) – runs the yearly audit and half-yearly interim reports, is the main interface between the Company and SP Angel, is a consistent attendee and investor and industry events, maintains the Company website, assists in the drafting of RNS releases and presentations and prepares monthly board reports as per Principle 1.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Group communicates with shareholders and other stakeholders through its Annual and Interim

Reports, regulatory and non-regulatory announcements, its investor relations website, Annual General Meetings and face-to-face meetings. More detail has been provided in Principle 1 above.

Environmental and Social Governance

To read our ESG statement please click here.