Company OverviewStrategic ReportGovernanceFinancial StatementsAdditional InformationGovernanceAlliance Pharma plc – Annual Report and Accounts 2021Chairman’s Introduction47Board of Directors48Governance50Nomination Committee Report56Audit and Risk Committee Report60Remuneration Committee Report65ESG Committee Report76Task Force on Climate-related FinancialDisclosures (TCFD)78Directors’ Report8046

Company OverviewStrategic ReportGovernanceFinancial StatementsAdditional InformationChairman’s IntroductionDear shareholdersand colleagues,A warm welcome to this year’s report ongovernance where I as your Chairmanprovide an overview of the Group’sgovernance arrangements. The Boardbelieves governance is central to deliveringon our strategy and helps ensure thesuccessful operation of our business.Last year, in adapting to life with thepandemic, we were able to build a stronger,more connected, and resilient business. Aswe all settle into a world where the pandemicseems to be very much a part of life, thebusiness likewise has adapted and respondedto support its customers, suppliers, employeesand shareholders. The safety, health, andwellbeing of our employees continues to be ofparamount importance and we have furtherimproved our technology and infrastructureto provide safe ways of working, therebykeeping disruption to a minimum.“ Good governance practicecontinues to remain a priorityfor the Board as we continue towork together to deliver valueto our shareholders”Alliance Pharma plc – Annual Report and Accounts 2021Kristof brings with him his experiencein international Consumer Healthcare,Marketing, Digital Transformation andInnovation. Further information about Kristofcan be found in his biography on page 49.As a company admitted to AIM, ourgovernance is underpinned by the QuotedCompanies Alliance (QCA) CorporateGovernance Code 2018 (the ‘QCA Code’).During the year, we have complied with theprinciples of the QCA Code and details ofhow we have done so can be found in thegovernance section of the Company’s website.The sustainability agenda continues to beprogressed by the business with oversightfrom the newly formed ESG Committee.You can read more about the work of theCommittee on page 76.This year’s AGM will be held at 10.00amon 18 May 2022. Further details can befound in the Notice of AGM accompanyingthis Report.Following the acquisition of Biogix Inc.,the business has worked hard on integrationand continues to build strong foundationsto ensure it can grow its ConsumerHealthcare portfolio.The Board would like to thank allshareholders and colleagues for theircontinued support, and we look forward tocontinuing with our good work during 2022.In April 2021, Nigel Clifford resigned fromthe Board and, following a rigorous searchand recruitment process, we were pleased towelcome Kristof Neirynck as a Non-executiveDirector on 1 December 2021.David CookChairman30 March 202247

Company OverviewStrategic ReportGovernanceFinancial StatementsBoard of DirectorsAdditional InformationCommittee Membership KeyAudit and Risk CommitteeNomination CommitteeRemuneration CommitteeESG CommitteeCCommittee ChairDavid CookIndependent Non-executive ChairmanDate joinedPeter ButterfieldChief Executive OfficerAndrew FranklinChief Financial OfficerDavid joined the Board of Alliance as a Non-executive Director in 2014 andwas appointed Chairman of the Board on 1 March 2018.Peter was previously the Company’s Deputy Chief Executive Officer and wasappointed to his present office as Chief Executive Officer on 1 May 2018 havingjoined Alliance in 2010 as an Executive Director.Andrew joined Alliance in September 2015 from Panasonic Europe Ltd, where he wasGeneral Manager, European Tax and Accounting.Peter holds an honours degree in Pharmacology from the University of Edinburgh.Andrew holds an honours degree in Civil Engineering from the University ofWales, Cardiff.Peter has over 20 years’ experience in the life sciences sector and strong leadershipexperience gained in a variety of contexts. Peter joined the Board of Alliance in 2010with the acquisition of Cambridge Laboratories where he spent five years, latterly asUK Commercial Director. Prior to joining Cambridge Laboratories, Peter spent six yearsat GlaxoSmithKline in a variety of marketing and sales roles.From 2010 to 2012 Andrew was Finance Director and Company Secretary ofGenzyme Therapeutics Ltd, the UK and Ireland subsidiary of Genzyme Corporation.Prior to that, he gained 12 years’ pharmaceutical experience with Wyeth in a varietyof senior financial positions.QualificationsDavid graduated in Chemistry at the University of Oxford and is aChartered Accountant.ExperienceHe is currently Chief Financial Officer and an Executive Director of Ellipses Pharma, aninternational cancer drug development company, and was previously Chief FinancialOfficer and Chief Business Officer of Biotie Therapies Corp, a drug developmentcompany quoted in Helsinki and on NASDAQ. He has previously held senior financialpositions with Jazz Pharmaceuticals International, EUSA Pharma and Zeneus Pharma.David has extensive experience of financial and general business management(including the implementation of buy and build strategies) in the life sciences sector,of financing those businesses and managing investor relations across a number ofstock markets globally.Andrew is a Fellow of the Institute of Chartered Accountants in England and Wales withextensive experience of financial management of international businesses, includingsignificant prior experience in life sciences companies.Committee membershipCView the Nomination Committee Report on page 56CView the ESG Committee Report on page 76Alliance Pharma plc – Annual Report and Accounts 202148

Company OverviewStrategic ReportGovernanceFinancial StatementsBoard of Directors continuedAdditional InformationCommittee Membership KeyAudit and Risk CommitteeNomination CommitteeRemuneration CommitteeESG CommitteeCCommittee ChairJo LeCouilliardIndependent Non-executive DirectorDate joinedRichard JonesIndependent Non-executive DirectorKristof NeirynckIndependent Non-executive DirectorJo joined Alliance as a Non-executive Director on 1 January 2019.Richard joined Alliance as a Non-executive Director on 1 January 2019.Kristof joined Alliance as an Independent Non-executive Director on 1 December 2021.Richard has a degree in Engineering from Newcastle University and is aChartered Accountant.He graduated as a Master of Science in Electronic Engineering from the University ofGhent, Belgium.Richard is Chief Financial Officer at Medica Group PLC, the UK’s leading teleradiologyprovider. Prior to this, he was CFO and a Board member of US listed Mereo BioPharmaGroup PLC, a biopharma company developing a range of products in bone, endocrineand respiratory therapies with a focus on rare diseases.Kristof joined the Board on 1 December 2021. He is global Chief Marketing Officer atAvon Cosmetics and brings 20 years of experience in General Management, Marketing,Digital Transformation, and Innovation, having carried out roles in Fast MovingConsumer Goods/Consumer Packaged Goods, Luxury and Retail sectors across multiplegeographies. He is well versed in operating across an omnichannel model, combiningbricks and mortar retail, e-commerce and direct to consumer experience.QualificationsJo graduated in Natural Sciences from Cambridge University and is aChartered Accountant.ExperienceJo has 25 years’ healthcare management experience gained in Europe, the USand Asia. Much of her career has been in pharmaceuticals at GlaxoSmithKlinewhere, amongst other roles, she headed the US vaccines business and Asia PacificPharmaceuticals business and led a programme to modernise the commercial model.She was previously Chief Operating Officer at the BMI group of private hospitals in theUK. She was Non-executive Director at Frimley Park NHS Foundation Trust in the UK,Duke NUS Medical School in Singapore and Cello Health plc.She is currently a Non-Executive Director at UK listed company Circassia Group plcand is also on the Board of Recordati S.p.a and Indivior PLC.Richard joined Mereo from UK AIM listed Shield Therapeutics plc where he wasCFO and Company Secretary from early 2011 having initially joined the Board asa Non-executive Director in 2010. At Shield he had a leading role establishing thefinance operations and guiding Shield through its 2016 IPO.He has a background in investment banking, having held senior positions at Investecand Brewin Dolphin Securities, where he advised healthcare clients on a wide rangeof transactions including IPOs, M&A and fundraisings.Kristof joined Walgreens Boots Alliance in 2015 and in 2017 became their ChiefMarketing Officer for their Global Brands division where he had responsibility for a 4bn sales portfolio of more than 20 of their owned brands in Beauty and ConsumerHealthcare. Prior to this, Kristof held leadership roles at P&G’s Prestige, Laundry andFeminine Care global divisions, having started his career in 2002 at Procter & Gamblein Belgium before moving to Procter & Gamble International in Switzerland in 2004.Committee membershipCView the Remuneration Committee Report on page 65Alliance Pharma plc – Annual Report and Accounts 2021CView the Audit and Risk Committee Report on page 6049

Company OverviewStrategic ReportGovernanceFinancial StatementsAdditional InformationGovernanceKey activities of the Board and its CommitteesThroughout the year the Board received regular updates on, and considered, strategy, the commercial and financial performance of the business, scientific affairs and operations, people andinfrastructure and legal and governance. In addition to these standing items, other business considered by the Board and its Committees is set out ic planningStrategy planning, review of Group strategy, presentations from business and functions2022 BudgetPresentations and budget approvalCorporate developmentReview of acquisition opportunities and integration of Biogix Inc.Business reviewsMainland Europe, Asia Pacific, US, various product and brand reviews, brand protection, Great Place to WorkInvestor engagement and broker presentationsFull and half year results webcast presentations, analyst calls and investor road-shows, private client fund manager meetings,one-to-one calls and AGM, and presentations from brokersCompany results, trading statements and dividendsAnnual Report and Accounts, dividend policy and declarationsNomination CommitteeBoard composition and Committee membership, succession planning, NED recruitment, terms of reference, bonus proposalfor 2022Remuneration CommitteeReview of salary proposals, 2020 corporate bonus awards, Company share option awards, 2021 corporate bonus scheme,objectives and targets, terms of referenceAudit and Risk CommitteeKey accounting estimates and judgements, significant accounting policies, annual audit process and fees, external auditor, internalaudit, foreign currency and hedging, US accounting post acquisition of Biogix Inc., ERP accounting and accounting treatment ofCMA investigationESG Committee2021 and 2022 sustainability framework and initiative, investor engagement, disclosure and accounting metrics, carbon actionplan and environmental strategy, corporate website disclosures, terms of referenceGovernance & LegalIncludes the review of risk management framework, Board Effectiveness Review, Governance reporting, review of Articles ofAssociation, AGM Notice, D&O insurance, litigation, Modern Slavery Statement, review of gender pay* Although there is no scheduled meeting in August, a management pack is circulated.Alliance Pharma plc – Annual Report and Accounts 202150

Company OverviewStrategic ReportGovernanceFinancial StatementsAdditional InformationGovernance continuedThe role of the BoardThe Board is responsible for the Group’svision, business model and strategy. Together,the Directors are responsible for providingeffective leadership to promote the long-termsuccess of the Company.› maintaining the policy and decisionmaking process through which thestrategy is implemented;Each year the Board holds a two-daystrategy planning meeting at which theSLT and other senior employees presenttheir proposals. From this session, theGroup’s strategic plan and business modelis agreed. The CEO is responsible for theimplementation of the strategy and reports tothe Board formally at a half year review. Thestrategy is communicated to all employeesby the management teams through breakfastbriefings and online presentations. Furtherinformation on how the Company delivers thestrategy to promote long-term growth can befound on pages 17 to 22 and in its businessmodel on page 16.› providing entrepreneurial leadershipwithin a framework of good governanceand sound risk management;There is a formal list of matters reserved forthe Board, which may only be amended bythe Board and is available on our website.The Board’s key responsibilities include:The Board expects the business to fosterrelationships and operate high standardsof business conduct. The Board reviewsand approves the Group’s policies whichhave been implemented and communicatedAlliance Pharma plc – Annual Report and Accounts 2021› checking that necessary financial andhuman resources are in place to meetstrategic aims;› monitoring performance against keyfinancial and non-financial indicators;› responsibility for risk management andsystems of internal control; and› setting values and standards in corporategovernance matters.Corporate culture and business conductOur culture is underpinned by a clear set ofvalues (PRAISE), which help guide decisionmaking at all levels in the business.internally and externally to those who areexpected to adhere to them. For example, thisincludes policies on diversity and inclusion,the prevention of bribery and corruption,fair competition and anti-slavery and humantrafficking. Further information about ourpolicies can be found in ‘Business Ethics‘on our website.Recently, the Company invested in its InvestorRelations (IR) by appointing a new Head of IRand Corporate Communications.Engagement with shareholdersThe Board and its Committees recognise thatto meet its responsibilities to shareholders andother stakeholders, it is important to ensureeffective engagement with, and encourageparticipation from, these parties. The Boardfactors the needs and concerns of all theCompany’s stakeholders into its discussionsand decision-making, having been madeaware of the needs, interests, and anyimpact of such decisions on the Company’sstakeholders. Visibility and awareness arefurther increased through senior managementwho have collective responsibility forcommunicating and engaging with specificstakeholder groups. This includes making surethat the business as a whole upholds its valuesand monitors behaviour for acceptability.Throughout the year, the CEO and CFO meetwith potential and existing investors and theyfeed back to the Board the key summarypoints from their meetings. In addition to thesemeetings, there were 57 scheduled meetingsheld as part of the Company’s investor roadshows for the annual 2020 and half-year2021 results.Further information on our dialogues andengagement with shareholders and otherstakeholders can be found on pages 34and 53.The Board is provided with an analysis ofthe Company’s investor base at each Boardmeeting and research notes by sell-sideanalysts are circulated to all Directors.Furthermore, analysts’ notes, and brokers’briefings are received and considered by theBoard in order to ensure, as far as possible,a clear and up-to-date understanding ofinvestors’ views. Information on investorsentiment is also provided to the Board by theCompany’s brokers and financial PR advisers.51

Company OverviewStrategic ReportGovernanceFinancial StatementsAdditional InformationGovernance continuedA list of the Company’s major shareholderscan be found in the investor section of ourwebsite, and a list of notifiable holdings canbe found on page 80 of the Directors’ Report.These are regularly updated followingthe formal notification of movements tothe Company.The Board and its CommitteesThe Board currently comprises sixDirectors, being the Chairman, three furtherindependent Non-executive Directors andtwo Executive Directors. Independence on theBoard is reviewed and confirmed annually bythe Nomination Committee.The Company further communicates withshareholders through its Annual Reportand Accounts, half-year announcements,trading updates and at the Company’sAGM. Such reports as well as other relevantannouncements and related informationare all available on the Group’s website, Thewebsite also offers a facility to sign up foremail alert notifications of Company newsand regulatory announcements.The ChairmanThe Chairman, David Cook, has primaryresponsibility for leading the Board andfacilitating the effective contribution of allmembers to meetings. He maintains a strongfocus on governance to ensure good practiceis embedded in the business with good flows incommunication and reporting. He has regulardialogue with the CEO to ensure the businessand the management team receives thesupport from the Board necessary to progressthe strategy.With employeesThe Board receives regular updates onPeople and employee engagement at itsmeetings. This includes briefings followingsurveys, organisational structure and otherpositive initiatives to support health andwellbeing. From time to time, employeesare invited to attend various Board andCommittee meetings to present on keyoperational and strategic matters.Alliance Pharma plc – Annual Report and Accounts 2021The Chairman also meets with the Nonexecutive Directors on their own at leastonce a year and further meets with themas part of the Board evaluation process.Shareholders have an opportunity to engagewith the Chairman and the Board at theCompany’s AGM.The Chief Executive Officer (CEO)The CEO, Peter Butterfield, is responsible forthe day-to-day running of the business andimplementation of the Group’s strategy. He issupported by the SLT who have managementresponsibility for the business operationsand support functions. Relevant matters arereported to the Board by the CEO and, asappropriate, the CFO and other membersfrom the SLT.The Non-executive DirectorsNon-executive Directors are required tocommit the time necessary to fulfil their role.Their role is to:› Provide oversight and scrutiny of theperformance of the Executive Directors;› Constructively challenge to help developand execute on the agreed strategy;› Satisfy themselves as to the integrity ofthe financial reporting systems and theinformation they provide;› Review corporate performance andthe reporting of such performanceto shareholders.Each of the Non-executive Directors sits onat least three of the Committees ensuringthat between them they have a role indetermining the pay and benefits of theExecutive Directors and in the planning ofBoard succession, including the appointmentand, if necessary, removal of ExecutiveDirectors. Three independent Non-executiveDirectors, all of whom have an accountancyqualification, sit on the Audit and RiskCommittee, enabling them to review internalcontrols and financial reporting matters.They have a direct relationship with theexternal auditors.Each Non-executive Director is appointed foran initial term of five years, subject to annualre-election by shareholders at the AGM.Their appointment term may be renewed bymutual agreement.› Satisfy themselves as to the robustness ofthe internal controls;› Ensure that the systems of risk managementare robust and defensible; and52

Company OverviewStrategic ReportGovernanceFinancial StatementsAdditional InformationGovernance continuedStakeholder engagement and section 172Engaging with the Company’s stakeholders iswell embedded in the business as we continueto look after our relationships with employees,customers and suppliers and consumers andthe wider communities.Promoting long-term success — s.172Companies Act 2006The powers and duties of the Directors aredetermined by legislation and the Company’sArticles of Association. The Directors areaware and mindful of their duties andobligations under s.172 of the Companies Act2006. Directors are required to act in goodfaith. Discussions give due consideration to theimpact of decisions on the Group’s strategyand values, stakeholders and the Directors areprovided with written reports, market reviews,guidance, and presentations and briefingsfrom both internal members of staff andexternal advisers as part of the process.Decisions are taken with a view topromoting the success of the Group andhaving considered the likely and long-termconsequences for stakeholders concerned.Under s172 Companies Act 2006, acompany’s directors have a duty to dischargetheir responsibilities having regard to:a) the likely consequences of any decisionin the long termCase study 1Improving brand protection and distribution of productsDuring the year the Board receives regular updates on what the business is doing toprotect its brands to ensure that opportunities are maximised to key geographical regionsof the business. Plans put forward considered various stakeholder needs, including:› Investing in resources and the development of existing skills and expertise both in theUK and in APAC.› Maximising benefits and financial value to the business and shareholders.› Investing in the detection and prevention of counterfeit products to ensure productquality and consumer safety.› Reviewing and engaging key distribution partners and channels to protect the integrityof the supply of products to customers and consumers.b) the interests of the company’s employeesc) the need to foster the company’s businessrelationships with suppliers, customersand othersCase study 2e) the desirability of the company maintaininga reputation for high standards ofbusiness conductESG is very much at the heart of Board decisionsThe Board continues to press forward with its focus on Sustainability, having established anESG Committee at the beginning of 2021. A dialogue with key institutional shareholdersformed part of a stakeholder engagement programme to ascertain and understand theirviews and approach. With a focus maintained on shareholders, people, customers andsuppliers, and our impact on the wider community and planet, stakeholder needs are verymuch at the centre of a progressive strategy. During the year:f) the need to act fairly as between membersof the company› External consultants have been engaged to support, help and inform the developmentof our sustainability strategy and framework and broaden understanding.d) the impact of the company’s operationson the community and the environment› An active dialogue was maintained with the investor community.› Feedback was provided to the Board following open workshops with employees tobetter understand their views on ESG and climate-related matters. These sessions ledto the Sustainability Forum.› Engagement with the Remuneration Committee to ensure alignment with the Company’sreward and benefits strategy.Alliance Pharma plc – Annual Report and Accounts 202153

Company OverviewStrategic ReportGovernanceFinancial StatementsAdditional InformationGovernance continuedinternal members of staff as well as externaladvisers and consultants. Three unscheduledmeetings of the Board were called to dealwith non-routine business.Board11Board Meeting attendance – 91% attendanceBoard attendance, support andmeeting managementMeeting managementThe Company Secretary is secretary to theBoard and the Board’s Committees. On behalfof the Chairman, the Company Secretary isresponsible for ensuring that all Board andCommittee meetings are conducted properlyand that the Directors are properly briefed onany item of business to be discussed. He hasa direct line into the Chairman on all mattersrelating to governance and is responsible forensuring governance, legal and regulatorycompliance is considered, recordedand implemented.Attendance scheduleIn leading and controlling the Company, theDirectors are expected to attend all meetings.The Board and its Committees meet regularlyon scheduled dates. This includes a twoday strategy meeting in each year which isalso attended by all senior executives of theGroup, the purpose of which is to reviewprogress in delivering agreed plans and todevelop and settle the Group’s business plansand long-term strategic targets and set theframework for the achievement of those goals.Procedures are in place for distributingmeeting agendas and reports so that they arereceived in good time, with the appropriateinformation. Ahead of each Board meeting,the Directors each receive written reportsupdating on strategy, finance, includingmonthly management accounts, operations,commercial activities, business development,risk management, legal and regulatory,people and infrastructure and on investorrelations. Meeting papers are distributedvia an electronic board portal.The Board held 11 scheduled meetings, andthree unscheduled meetings, during the year.Meetings follow a clear agenda, supportedby written reports and presentations from bothThe Directors may have access toindependent professional advice, whereneeded, at the Group’s expense.MemberRoleStatusDavid CookChairmanIndependentAttendance11/11Peter ButterfieldCEO–11/1111/11Andrew FranklinCFO–Kristof Neirynck*NEDIndependent1/1Jo LeCouilliardNEDIndependent11/11Nigel Clifford*NEDIndependent4/4Richard JonesNEDIndependent10/11* Kristof Neirynck joined the Board of Directors on 1 December 2021. Nigel Clifford resigned from the Board of Directors on 30 April 2021.Board CommitteesThe Board has delegated and empoweredfour Committees: a Remuneration Committee,a Nomination Committee, an Audit and RiskCommittee and an ESG Committee. EachCommittee has written terms of reference setby the Board, which are reviewed annuallyand are available on the Company’s website.Membership of each Committee is determinedby the Board on the recommendation of theNomination Committee. Executive Directorsare only permitted to be members of theESG Committee.Each Committee Chair reports to the Boardon the activities considered and determinedby the relevant Committee. A summary of theCommittees’ responsibilities and their workduring the year can be found in the reports fromthe Committees appearing later in this section.Alliance Pharma plc – Annual Report and Accounts 2021Director training and developmentAll the Directors are responsible for ensuringtheir skills and knowledge are kept up to date.This is done in varying ways but includesprofessional training, online training orattending seminars and webinars offeredby advisers and consultancies. In addition,regular updates on corporate governance,legal or regulatory changes are also providedvia reporting or through presentations tothe Board.Directors’ conflicts of interestThe Company has effective procedures in placeto monitor and deal with conflicts of interest.Directors are required to notify the Companyof any situation that could give rise to a conflictor potential conflict thereby compromising theirindependence and objectivity. Each member isrequired to disclose any such potential conflictsat the start of every meeting. The Board is fullyaware of the other commitments and interests ofits Directors, and changes to these commitmentsand interests are reported to and, whereappropriate, agreed with the rest of the Board.Where any such conflict arises, the Boarddetermines whether or not a Director can voteor be a party of the item under considerationin accordance with the Company’s Articlesof Association.The Board is satisfied that potential conflictshave been effectively managed throughoutthe year.54

Company OverviewStrategic ReportGovernanceFinancial StatementsAdditional InformationGovernance continuedBoard effectivenessAs required under the QCA Code, theBoard continually monitors and improves itsperformance and evaluates its performancebased on clear and relevant objectives.The Chairman evaluates the performanceof the Board annually to offer Directors anopportunity to discuss their contribution interms of their skills and experience as wellas identifying areas for improvement ordevelopment to enhance the capabilitiesof the Board as a whole. The NominationCommittee reviews any outcomes affectingBoard and Committee composition.In last year’s Annual Report we set out thefeedback from the 2021 review whichfocussed on four key areas including roles,contributions, and stakeholder engagement;meeting management and priorities; ambitionand strategic planning and Board cultureand dynamics.Where necessary and helpful, the Executiveand senior leadership team can maintain adialogue with the Non-executive Directorsand can contact each other freely. During theyear, the progress made included:› The Board holding a dedicated twoday face-to-face strategy meeting atwhich management teams delivered theirpresentations on their proposals for theshort-to-medium terms plans for the business.Alongside this there was a mid-year meetingto review progress against the strategy.Alliance Pharma plc – Annual Report and Accounts 2021› Improved reporting to ensure there is theright balance of information to supportdecision-making. Meetings are heldface-to-face where possible and thecurrent Board schedule provides forsome meetings to be held at ouroverseas offices.› The Board is mindful of investors’ viewsand there is a good level of engagementthrough telephone meetings, road-shows,presentation days and responding towritten requests for information. During theyear, there was enhanced engagementwith investors on ESG matters tounderstand their views. In addition, theBoard recently approved the appointmentof a new Head of Investor Relations andCorporate Communications and looksforward to hosting a Capital MarketsDay in 2022.The table below sets out the key focus areas

Peter Butterfield Chief Executive Officer Andrew Franklin Chief Financial Officer Peter was previously the Company's Deputy Chief Executive Officer and was appointed to his present office as Chief Executive Officer on 1 May 2018 having joined Alliance in 2010 as an Executive Director.