ANIMALCARE GROUP PLC (“Animalcare” or the “Company”)

(The information in this statement was last reviewed on 19 May 2023)

An Introduction from our Chairman

The Board provides effective leadership in promoting the sustainable long-term success of the Group. The Board values strong governance and recognises its importance in building a successful business. We have developed our governance structure to promote sustainable long-term growth and to assist in delivering against the Group’s strategy. I am pleased to present our Corporate Governance Statement, which summarises our approach to governance and provides information about how the Board and its committees operate.

The Company is listed on AIM and from September 2018 has been required to provide a statement of its compliance with a recognised corporate governance code. After the Company’s admission to AIM in 2014, the Board continued to follow the principles of the UK Corporate Governance Code, as appropriate to the size and nature of the Company. Following a review during 2018, the Board adopted the QCA Corporate Governance Code, an updated version of which was published in April 2018 (the “QCA Code”).

The Principles of Corporate Governance

Compliance with the QCA Code

The Board believes that we apply all ten principles of the QCA Code. We recognise the need for our governance practices and disclosures to evolve in order to ensure that they continue to support the growth and strategic progress of the Group and the effective application of the principles. Our governance structure provides a framework of clearly established roles, policies and procedures designed to support our compliance with the QCA Code, the AIM Rules and other legal, regulatory and compliance requirements which apply to the Group.

Deliver Growth

The Board has collective responsibility for setting the strategic aims and objectives of the Group and our strategy is articulated on pages 10 to 13 of our annual report and on our website, along with our business model on pages 8 and 9. In the course of implementing our strategic aims, the Board considers expectations of the Company’s shareholder base and its wider stakeholder and corporate social responsibilities.

The Board also has responsibility for the Group’s internal control and risk management systems. The Board regularly considers and reviews the Group's principal and emerging risks as well as opportunities and ensures that the mitigation strategies in place are the most effective and appropriate to the Group’s operations.

Dynamic Management Framework

As Chairman, I consider the operation of the Board as a whole and the performance of the Directors individually. This is supported by our Board evaluation process. As part of which the Board reviews and discusses the responses received and agrees an action plan to take forward any recommendations.

The Non-Executive Directors attend external events and seminars to receive updates on matters such as financial reporting requirements and corporate governance. The Company Secretary also ensures that the Board is updated as to developments to corporate governance practice and forthcoming changes to legislation or regulation which may impact the Company.

Appointments to the Board are made on merit, with due consideration given to the need for diversity, and to complement the existing balance of skills and experience on the Board.

The Company operates an open and inclusive culture, and this is reflected in the way that the Board conducts itself. When possible, Board meetings are held at the offices of different business units, which gives the Board the opportunity to engage with members of the management team and the wider employee base formally and informally. Such interactions provide an invaluable opportunity to engage with, and ascertain the views and interests of, a key stakeholder, the workforce. It also allows a valuable insight into our corporate culture and assists the Board in monitoring and promoting a healthy culture throughout the business by setting a positive tone from the top. The Board also recognises the need to maintain a proactive focus on corporate culture as the Group grows.

Build Trust

During the year the Board has continued to review governance and the Group’s corporate governance framework. The Board will continue to monitor its application of the QCA Code and revise its governance framework as appropriate as the Group evolves.

The Board recognises the importance of disseminating clear and understandable information about the Group and its activities and maintaining regular dialogue with our stakeholders to ensure we receive and consider their views.

Board Capabilities

The Board consists of seven experienced Directors who collectively have considerable expertise in the following areas:

  • Strong industry experience and knowledge of the animal health and pharmaceuticals sector
  • Leading organisational change and integration
  • Managing a global supply chain
  • Research and development
  • Business planning and development
  • Corporate finance and mergers and acquisitions
  • Financial
  • Risk management
  • Governance

Jan Boone
Non-Executive Chair
Animalcare Group plc
19 May 2023

Application of the QCA Corporate Governance Code published in April 2018 (“the New QCA Code”)


  Principle Application


Establish a strategy and business model which promote long-term value for shareholders

An explanation of the Group’s business model and strategy is included on pages 10 - 12 and 16 - 17 of the Animalcare Group plc Annual Report and Accounts for the year ended 31 December 2021 (“2021 Annual Report”).


Seek to understand and meet shareholder needs and expectations

The Company welcomes contact with its shareholders and the CFO’s and the Company’s Financial PR adviser’s contact details are set out in the Investors section of our website. IR Contacts.

Directors are available to discuss any matters that shareholders might wish to raise. They maintain communication with institutional shareholders, other investors and analysts through meetings, particularly following publication of the Group’s interim and full year preliminary results.

All shareholders are encouraged to attend the Annual General Meeting at which the Group’s activities are considered and questions answered. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

Investor relations activity and a review of the shareholder register are quarterly items on the Board’s agenda.

General information about the Group is available on our website: This includes an overview of activities of the Group and details of all recent Group announcements.


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

The Company’s business model as set out on pages 16 and 17 of our 2021 Annual report describes the key resources and relationships on which the business relies.

The Group conducts employee surveys and has launched a leadership development and talent management programme. We also seek customer feedback through regular contact between account managers and our customers.

The Board has a good understanding of the needs, interests and expectations of the Company’s stakeholders and we will continue to articulate this in our disclosures going forward.


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

The Group has continued to strengthen its framework of risk management and internal control systems, policies and procedures. The Audit and Risk Committee is responsible for reviewing this framework to ensure that it operates effectively.

Our principal risks are described on pages 27 to 33 of our 2021 Annual Report, outlining risks to the business, their potential impact, how these are mitigated and the trend for each identified risk since the last reporting period.

Executive Directors meet at least monthly to review ongoing trading performance versus budget and forecasts and risks associated with ongoing trading and to consider opportunities to develop and grow the business. Senior management conduct quarterly business reviews and consider new risks and opportunities for the business. The Audit and Risk Committee considers risk at its meetings and reports its findings to the Board. The Board considers opportunities to develop and grow the business at regular meetings and formally reviews the principal risks to the business at least annually.


  Principle Application


Maintain the board as a well-functioning, balanced team led by the chair.

The names of the directors who served during the year ended 31 December 2021 are set out on pages 42 to 44 of our 2021 Annual Report.

The names of the current directors is available on our website: Board of Directors.

The Board comprises five Non-Executive Directors, four of whom are independent, and two Executive Directors.

Our 2021 Annual Report sets out the number of Board and Committee meetings held during the year and the attendance of directors at those meetings.


Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The names and relevant skills and experience of the current directors are available on our website: Board of Directors.

Our 2021 Annual Report sets out the skills and experience each director brings to the Board.


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

Each year the Board conducts a performance evaluation. In 2021 this was conducted by way of a detailed questionnaire completed by each director. A summary of the key themes from the responses was presented to the Board. Further details of the 2021 process are set out on page 53 of our 2021 Annual report.

The Remuneration and Nomination Committee has responsibility for succession planning for Board Directors and other Senior Executives and will increase its focus on this area as the Board and Senior Executive Team develops.


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

The Board sets clear expectations concerning the Group’s culture and values.

We believe that by encouraging the right way of thinking and behaving across the Group, we will reinforce our corporate governance culture, enabling us to conduct business ethically and responsibly, drive our growth- and customer-focused, people-led strategy and deliver value for our shareholders.

The Board understands how important it is that it leads by example. The Group’s Code of Conduct, which is applicable to the Board and all employees, is our guide to doing business in the right way. It is complemented by more detailed rules and guidelines which are included in policies that cover the following areas: Good Business Practice, Respecting People, Safeguarding Information and Use of Information Technology.


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

The Board continues to develop procedures to ensure effective corporate governance of the Group.

The Chairman and Chief Executive Officer have separate, clearly defined roles. The Chairman is responsible for overseeing the Board and the Chief Executive Officer is responsible for implementing the Group’s strategy and for its operational performance.

The Board is responsible for taking all major strategic decisions and addressing any significant operational matters. The Board has a schedule of matters reserved for the Board which requires the following key matters to be considered and approved by the Board:

  • Strategy and Management
  • Structure and Capital
  • Financial Reporting and Controls
  • Internal Controls
  • Contracts
  • Communication
  • Board membership and other appointments
  • Remuneration
  • Delegation of authority
  • Corporate Governance matters
  • Policies

The Board has an Audit and Risk Committee and a Remuneration and Nomination Committee, which operate under written terms of reference.

The Audit and Risk Committee has the primary responsibility for monitoring the quality of internal financial controls and risk management systems, ensuring that the financial performance of the Group is properly measured and reported on, having due regard to the interests of its shareholders and other stakeholders. It reviews reports from the Group’s auditors relating to the Group’s accounting and internal controls and challenges both the external auditors and the Executive team, reporting its findings to the Board after each meeting.

The Remuneration and Nomination Committee works closely with the Board to consider succession planning and remuneration policy, having regard to the interests of its shareholders and other stakeholders.

The Schedule of Matters Reserved for the Board and the Board committees’ Terms of Reference are reviewed regularly and available on our website: Board and Committees.

The Board will continue to develop its governance framework as the Group evolves.


  Principle Application


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

Copies of previous Annual Reports and information about shareholder voting at previous Annual General Meetings of the Company can be found on our website.

Our 2021 Annual Report includes an Audit and Risk Committee report which gives details of the work undertaken during this year. These disclosures will be updated in our 2022 Annual Report.

The information in this statement was last reviewed on 29 March 2022