Corporate Governance

This section of the website describes our corporate governance structures and processes. 

The Board has overall responsibility for promoting the success of the Group. The Executive Directors have operational responsibility for the management of the Group’s activities on a day to day basis. The Non-Executive Directors are responsible for applying an objective and independent assessment to Board decisions.

There is a clear separation of the roles of Chief Executive Officer and Chairman. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-Executive Directors are properly briefed on matters. The Chairman also has overall responsibility for corporate governance matters in the Group. The Chief Executive Officer has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Group. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable laws and regulations are complied with.

The Board of Directors has established an Audit and Risk Committee, a Remuneration Committee, a Nominations and Corporate Governance Committee and a Research and Development Committee, with formally delegated duties and responsibilities.

Risk Management and Internal Controls

Following the listing on the Nasdaq Global Market in April 2019, the Group is required to adhere to Section 404(a) of the Sarbanes-Oxley Act of 2002 as amended (the “Sarbanes-Oxley Act”) which requires management to assess and report annually on internal control over financial reporting. The Group’s most recent annual report on Form 10-K for the year-ended December 31, 2023, filed with the U.S. Securities and Exchange Commission on March 27, 2024, included that required management assessment and report. As an Emerging Growth Company ("EGC"), as defined in the Jumpstart Our Business Start-Ups Act of 2012, our independent external auditor is not required to provide a report on and attestation to management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. This exemption will be lost either when the Group fails to qualify as an EGC, or at the conclusion of the financial year ended December 31, 2024, whichever occurs earlier.

Details of our principal risks are set out in our Form 10-K in the section titled “Item 1A. Risk Factors.

Corporate Culture

The Board recognizes that a healthy corporate culture is important to the Group’s business purpose and strategy. The Executive Officers of Mereo have a key role in establishing the key elements of our culture and the behaviours we expect to see.

The Board takes seriously the role of embedding a corporate culture across the business that is based on ethical values and behaviours. These values are documented and reflected in written policies, which further ensure compliance with applicable law and the high standards the Group sets for its employees, officers and directors.

C Chairperson            M Member

Part I: Gender Identity

Part II: Demographic Background

Part I: Gender Identity

Part II: Demographic Background

The Board recognizes the importance of communication with its shareholders to ensure that its strategy and performance are understood and that it remains accountable to shareholders and we therefore maintain a regular dialogue with our institutional investors.

Executive officers of the Company also engage with stakeholders and receive feedback from a range of such stakeholders including the Company’s employees which is then shared with the Board. The Board recognizes that the Company’s employees are a valuable asset and a key driver of the Company’s success. The Board and the Board’s committees, including the Research and Development Committee, also receive regular feedback directly from key advisers and third-party experts.

The Board understands the importance of social, environmental and ethical matters and it endeavours to take into account the differing interests of the Group’s stakeholders, including its investors, employees, patients, suppliers and business partners, when operating its business.

This website has a dedicated investor section which provides useful information for our shareholders including the latest announcements, press releases, published financial information, details of our products and our current development pipeline and other information about the Company. The Board as a whole is responsible for ensuring that a satisfactory dialogue with shareholders takes place, while the Chief Executive Officer and Chairman ensure that the views of the shareholders are communicated to the Board as a whole. The Board ensures that our strategic plans have been carefully reviewed in terms of their ability to deliver long‑term shareholder value.

Shareholders and American Depositary Share (ADS) holders are welcome to attend our AGM, at which directors will be available to discuss aspects of the Group’s performance and answer questions. Shareholders will have at least 21 days’ notice of the AGM and ADS holders will be made aware of the AGM by the ADS Depositary. 

The Board recognizes the importance of social, environmental and ethical matters and it endeavours to consider the differing interests of the Group’s stakeholders, including its investors, employees, suppliers and business partners, when operating its business.

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The Group has a comprehensive range of policies and systems to ensure that the Group is well-managed, with effective oversight and control. 

• Articles of Association
• Code of Business Conduct and Ethics
• Summary of Changes to Code of Business Conduct and Ethics
• Corporate Governance Guidelines
• Policies and Procedures for Complaints Regarding Accounting, Internal Accounting Controls, Fraud or Auditing Matters

Transparency - Support For Patients' Organizations & Their Activities

Patients’ organizations play a key role in supporting work to improve diagnosis, treatment and care for many therapeutic areas where pharmaceutical companies may be active. This is particularly important in the field of rare diseases, where expertise is rare and where patients may often be the experts in their own or their family’s disease or condition.

In most cases, patient representative organizations rely on support from external sources, including from pharmaceutical and biotech companies.

Mereo respects the legitimate role played by patient organizations in improving health outcomes for people with rare diseases and is actively engaged in supporting efforts by this expert community.

As part of our commitment to create sustainable value to patients, shareholders and to the community, Mereo also supports transparency initiatives, including transparency in our interactions with and support for patient organizations and their activities.

In order to secure future collaboration and to increase public awareness, we are committed to making our support – both financial and in-kind – to patients’ organizations, and to their related scientific meetings, publicly available on an annual basis.

• Transparency Disclosure - Support to Healthcare Professionals and Patient Groups 2023
• Transparency Disclosure - Support to Healthcare Professionals and Patient Groups 2022
• Transparency Disclosure - Support to Healthcare Professionals 2021
• Transparency Disclosure - Support for Patients' Groups 2021
• Recording and promotion of the event Online Info Meeting About Alpha-1 Antitrypsin 
• The IMPACT Survey (Living with Osteogenesis IMPerfecta: understAnding experiences based on Community InsighT & evidence)
• Transparency Disclosure 2020
• Support for Patients’ Groups 2019
• Support for Healthcare Professionals 2019
• Support for Patients’ Groups and Scientific Meetings 2018