Corporate Governance Statement of Compliance

As a company whose shares are admitted to trading on the AIM market of London Stock Exchange plc, Life Science REIT plc (the “Company“) is not required to comply with a particular corporate governance code. However, it is required to provide details of the corporate governance code it has decided to apply and state how it will comply with that code.

The Board has considered the principles and provisions of the AIC Code of Corporation Governance published by the Association of Investment Companies from time to time (the “AIC Code“). The AIC Code addresses the principles and provisions set out in the UK Corporate Governance Code as published by the Financial Reporting Council from time to time (the “UK Corporate Governance Code“), as well as setting out additional principles and provisions on issues that are of specific relevance to listed investment companies. The Board considers that reporting against the principles and recommendations of the AIC Code will provide better information to its shareholders.

The Company complies with the AIC Code (save as indicated below) which complements the UK Corporate Governance Code and provides a framework of best practice for listed investment companies.

The UK Corporate Governance Code includes provisions relating to:

  • the role of the chief executive;
  • executive directors’ remuneration; and
  • the need for an internal audit function.

The directors of the Company (the “Board“) does not consider that the above provisions are relevant to the Company. The Company will therefore not comply with these provisions.

In accordance with the AIC Code, the Company has established an audit and risk committee and a management engagement committee. However, the Board will not have a separate nomination committee or remuneration committee; these functions will be fulfilled by the entire Board.

Last updated 23 June 2022.

Board Committees

Member

Audit and Risk Committee

Management Engagement Committee

Claire Boyle
Dr Sally Ann Forsyth OBE
Mike Taylor
Richard Howell

The Committees’ terms of reference are available below:

Audit and Risk Committee

The Audit Committee is comprised of Richard Howell (Chair), Dr Sally Ann Forsyth OBE, Claire Boyle and Mike Taylor, all of whom are independent non-executive Directors.

The Committee shall meet at least three times a year and  comprise at least three members. Members of the Committee shall be appointed by the Board in consultation with the Chairperson of the Committee. The Board shall appoint the Chairperson.

The Committee shall monitor the integrity of the financial statements of the Company, including its annual and interim reports, REIT compliance tests and any other formal announcements relating to its financial performance, and review and report to the Board on significant financial reporting issues and judgements which those statements contain having regard to matters communicated to it by the auditor.

Download the Terms of Reference – Audit and Risk Committee

Management Engagement Committee

The Management Engagement Committee is made up of three non-executive directors, Mike Taylor (Chair), Dr Sally Ann Forsyth OBE, Claire Boyle and Richard Howell.

The Committee shall meet at least once a year and shall comprise at least three members. Members of the Committee shall be appointed by the Board in consultation with the Chairperson of the Committee. The Board shall appoint the Chairperson.

The management engagement terms on which each of the alternative investment fund manager, the investment adviser, the property manager and the valuer is engaged shall be reviewed by the Committee annually, scrutinising and holding to account the performance of each of the alternative investment fund manager, the investment adviser, the property manager and the valuer, prior to the annual results announcement being released.

Download the Terms of Reference – Management Engagement Committee

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Subject to certain exceptions, the securities referred to herein and on the pages that follow may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in Australia, Canada, Japan, the Republic of South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction or to any resident or citizen of Australia, Canada, Japan or the Republic of South Africa. No offer and sale of the securities referred to herein and on the pages that follow has been or will be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa.

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