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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,www.alliancepharmaceuticals.com. 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.