Medical Research Council Technology (MRC Technology/MRCT) is a company limited by guarantee (No 2698321) having been incorporated under the Companies Act 1985 on 18 March 1992. We do not have a share capital, but our members, in the event of a winding up, undertake to contribute to the assets of MRC Technology a sum not exceeding £1 per member.

MRC Technology is also a registered charity (1015243) with the Charity Commission for England and Wales and a charity registered in Scotland (SC037861) with the Office of the Scottish Charity Regulator. Our governing instruments are our Memorandum and Articles of Association, subject to the provisions of the Companies Act 2006, the Charities Act 2011 and the Charities and Trustee Investment (Scotland) Act 2005.

The members of the Board act in the capacity of Directors of MRC Technology for the purposes of the Companies Act 2006 and in the capacity of Trustees in respect of its charitable activities under the Charities Acts.

In general, the members decide on any changes to the constitution of MRC Technology and on the powers of directors, but all the functions of MRC Technology within its constitution and the achievement of its charitable objects are governed and carried out by the Board of Directors acting as trustees of MRC Technology. The Board meets not less than four times per year to review and direct activities and to deal with the detailed financial and administrative affairs of MRC Technology. The Chief Executive Officer (CEO) and Executive Directors (who are not themselves members of the Board) comprise the Corporate Management Team, which manages the day to day business of MRC Technology.

Members of the Board are listed here. The day to day management of MRC Technology is delegated by the Board to the CEO, Dr Dave Tapolczay.

Statement of Trustees’ responsibilities

The trustees (who are the directors for the purpose of Company Law) are responsible for preparing the trustees’ report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company Law requires trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and of its incoming resources and application of resources, including its income and expenditure for that period. In preparing these financial statements the trustees are required to:

■  select suitable accounting policies and then apply them consistently

■   observe the methods and principles in the Charities’ SORP

■  make judgements and estimates that are reasonable and prudent

■  state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements

■  prepare the financial statements on a going concern basis unless it is inappropriate to presume that MRC Technology will continue in operation.

The members of the board are responsible for keeping proper accounting records that are sufficient to show and explain the charitable company’s transactions and disclose with reasonable accuracy at any time the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006. The trustees are also responsible for safeguarding the assets of MRC Technology and hence for taking reasonable steps for the prevention and detection of fraud or other irregularities.

The Board of Trustees

Throughout 2015-16 the Board consisted of 10 trustees with varied backgrounds across the biomedical sciences (academic and pharmaceutical), finance, investment fund management, law and medicine.

The Board of Trustees met five times during 2015-16.

The Board reserves all major strategic and policy decisions to itself but delegates oversight and assurance for key business functions to dedicated committees.

Committees of the Board

The Board is responsible for setting strategies and policies then ensuring that these are implemented. Five committees report to the Board:

Audit and Risk Management Committee (ARMC)

Provides assurance to the board of trustees on key issues around financial planning, capacity and reporting; internal control; risk and other related matters.  The committee approves the appointment of the internal and external auditors, reviews the management accounts, provides oversight of the budget process, and scrutinises the annual accounts and internal audit programme. The committee met four times during 2015-16.

Investment Management Committee (IMC)

Separate delegated committee of the ARMC which provides assurance to ARMC and the board of trustees on the management of MRC Technology’s invested funds and investment policy. The committee supervises the appointment and performance management of MRC Technology’s investment fund managers. The committee met twice times in 2015-16.

Nominations Committee (NC)

The main function of the committee is to develop and maintain an active succession plan for the board. The committee met twice during 2015-16.

Remuneration Committee (RC)

Deals with matters relating to remuneration policy and the annual review of remuneration, in particular with regard to senior executives. The committee met twice during 2015-16.

Scientific Committee (SC)

Provides assurance to the board of trustees on the management of MRC Technology’s investment in drug discovery and diagnostic research through CTD and CDD. The committee met twice during 2015-16.

Principles of governance

The Board always seeks to adopt best practice in its corporate governance arrangements, make full use of the Charity Commission guidance, follow the UK Corporate Governance Code and will take professional guidance as required to fulfill its duties.

A Handbook of Governance Policies, which includes our Memorandum and Articles and Charity Commission advice and guidance, is regularly revised and updated. Arrangements are also in place for a charity law adviser to attend meetings of the Board, when required, for the purposes of keeping the Trustees abreast of charity law and related governance issues.

Annual General Meeting

We are obliged under our revised Articles of Association to hold an Annual General Meeting (AGM) every calendar year. The AGM was held on 12 November 2015 for the purpose of receiving the annual report and accounts, to appoint the auditors, and the appointment and resignation of Trustees.

Trustee appointment

The MRC Technology nominations committee meets at least twice a year to review the structure, size and composition of the board.  Consideration is given to recruitment, re-elections and succession planning for the board and executive management team to ensure the organisation is best able to meet its strategic aims and charitable objects.

With each vacancy, it is their responsibility to evaluate the balance of skills, knowledge, experience and diversity of the board before any recruitment takes place.  Candidates will then be identified and considered on merit by the nominations committee before a candidate is nominated for approval by the board.

Trustee training

All trustees are offered an induction programme meeting with the executive management team to discuss all areas of the business. A trustee induction pack is also given to all trustees to familiarise them with the charity’s objects, their duties, key guidance from the Charity Commission and statutory declarations. Trustees can at any time request meetings with the executive team or any MRC Technology employee.

In addition, trustees’ training is provided through updates to charity law and key governance requirements by the Company Secretary or external advisers.

Performance

The Chairman held individual reviews with each Trustee to discuss their roles. These meetings also included a review of the function and remit of the Board subcommittees.

Internal control

  • Delegation: There is a clear organisation structure with documented lines of responsibility for control.
  • Reporting: The Board reviews and approves the annual budgets and monitors actual expenditure and forecasts on a regular basis.
  • Risk management: There are processes in place for the identification, evaluation and management of significant risks faced by MRC Technology. This information is embodied in a corporate risk register which is reviewed at Divisional Directors Meetings, Audit and Risk Management Committee meetings and meetings of the Board of Trustees.
  • Internal audit: Moore Stephens were internal auditors up to March 2015, when BDO LLP was then appointed to provide internal audit services to MRC Technology.
  • Governance: The Board is regularly advised by the Company Secretary, and seeks specialist advice on charity law as required. A handbook of Board governance policies is regularly updated.

The agreed recommendations arising from all audits conducted are monitored through to successful implementation, with the status of outstanding recommendations reviewed by executive management on a quarterly basis with oversight by the ARMC.

Conflicts of interest

MRC Technology’s policy on conflicts of interest applies to board members and employees. An annual disclosure form is completed by board members and all MRC Technology employees. These are reviewed by the Company Secretary and chairman and any areas of concern are discussed.

Where a trustee has a material interest in a potential transaction, the board decides whether that trustee should receive the meeting paper and whether they should be excluded from the discussion and the board’s decision making for that matter. Redacted minutes may also be sent to the trustee. The same principles apply to all decision making committees.

Health and Safety

As a laboratory and office based organisation, MRCT regards health and safety as a top priority. Each of the three sites has a director responsible for health and safety. Control of Substance Hazardous to Health (COSHH) and other protocols are rigorously observed and monitored. At the main laboratory site in Stevenage, MRCT also makes use of and is represented on Stevenage Bioscience Catalyst (SBC)’s health and safety committees. Employees at the Edinburgh laboratories have access to MRC’s health and safety advisers locally.

The health and safety committee, comprising executive officers, develops and monitors health and safety plans and policies for the Lynton House office and co-ordinates health and safety policies across the organisation.

A rolling list of reported accidents is reviewed by the board of trustees at each board meeting.

Employment

MRCT offers a challenging and innovative environment where employees have the opportunity to play a key role in supporting and progressing translational research. The charity provides an environment where continuous development can take place and where employees are supported and enabled to meet the changing demands and priorities of MRCT.

MRCT strives to attract and recruit the best candidates from within MRCT and the wider external market.

The working environment is flexible, friendly and diverse with dynamic, innovative and technically skilled people.

Employees are encouraged to participate in processes that affect them and are well represented by their staff consultative group.

MRCT is committed to a policy of equal opportunities in all aspects of our activities.