The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters. The Board is chaired by Kent Ertugrul as Interim Chairman.

Phorm, Inc. is currently led and controlled by a Board consisting of one Executive Director and three Non-executive Directors. The Board considers that the Directors each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board. Click here to see the biographies of the Board of Directors.

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About Board committees

The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms

Audit Committee

The Audit Committee is currently being re-structured to accommodate Mark Schneider as a new Non-Executive Director. Once the new committee structure is finalised, we will update this page.

The purpose of the Audit Committee is:

to ensure that the Company’s accounting and financial policies and controls are proper and effective;
to ensure that internal and external auditing processes are properly co-ordinated and work effectively; and
to ensure the integrity of the financial statements and information published by the Company.

Remuneration Committee

The Remuneration Committee is currently being re-structured to accommodate Mark Schneider as a new Non-Executive Director. Once the new committee structure is finalised, we will update this page.

The purpose of the Remuneration Committee is:

to determine the Board's remuneration policy and ensure that the executive directors of the Company from time to time (the"Group") are fairly rewarded for their individual contributions to the overall performance of the Company;
to consider, determine, and approve all elements of the remuneration of the executive directors of the Company, including the Chief Executive Officer of the Company;
to demonstrate to the Company's stockholders that the remuneration of the executive directors is set by a Board committee whose members have no personal interest in the outcome of the committee's decisions and who will have appropriate regard to the interests of the stockholders;
to assess the remuneration paid by other similar companies in any comparable industry sector and to assess whether changes to the senior executives' remuneration is appropriate for the purpose of making their remuneration competitive or otherwise comparable with the remuneration paid by such companies;
to approve all aspects of and grants of awards to the Group's employees and independent contractors under the Group's stock option plans; and
to be aware of all Group policies on pay and benefits and advise on major changes in employee and independent contractor benefit structures throughout the Group.

Nominative and Governance Committee

Lord Lamont, Chairman
Stephen Partridge-Hicks, Member

The purpose of the Nominative and Governance Committee is:

to identify qualified individuals to become Board members;
to recommend to the Board, in consultation with the Chairman of the Board, the composition of the Board and its Committees; and
to develop and implement a process to assess the Board's and its Committees' effectiveness.

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Country of incorporation and main country of operation

Phorm, Inc. is incorporated in Delaware, US, and complies with Delaware law. The main country of operation is the UK.

The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Current constitutional documents

Please click below for:

Amended and Restated Certificate of Incorporation of Phorm, Inc.

Bylaws of Phorm, Inc.

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Details of any other exchanges or trading platforms

The Company is not listed on any other exchanges or trading platforms.

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Securities in issue, significant shareholders and percentage ‘not in public hands’

The details of the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with, insofar as the Company is aware, the identity and percentage holdings of significant shareholders, are as follows:

As of 20 August, 2010, the Company’s issued share capital comprises 18,479,907 common shares with a nominal value of $0.001 each (“Ordinary Shares”), each share having equal voting rights, of which 45,000 are held in treasury. Accordingly, the total number of common shares with voting rights is 18,479,907.

As of 20 August, 2010, so far as the Company is aware, the following shareholdings hold 3% or more of the common share capital of the Company:

Kent Ertugrul 14.0%
Blackrock Investment Management 13.2%
Standard Life 4.6%
Amundi Asset Management 4.3%
Charles Stanley 4.3%
Goldman Sachs Managed Funds 3.7%
Gestrust SA 3.4%
Jarvis Investment Management 3.2%

In accordance with the AIM Rules, in so far as the Company is aware, the percentage of the Company's issued share capital that is ‘not in public hands’ is 14.0%.

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Significant shareholders - notification

As an overseas company, Phorm is not a DTR company for the purpose of the AIM Rules and, accordingly, shareholders are not legally bound to notify their interests in accordance with the provisions of the Disclosure and Transparency Rules. However, Phorm strongly encourages shareholders to notify Phorm if their shareholding exceeds 3% of the company’s issued share capital (a “Significant Shareholding”) and to further notify Phorm of any changes to a Significant Shareholding which increase or decrease such holding through any single percentage.

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Details of any restrictions on the transfer of securities

The Common Shares of the Company have not been registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, pledged or otherwise transferred except if such transfer is effected (1) in a transaction meeting the requirements of Regulation S under the Securities Act (2) pursuant to an effective registration statement under the Securities Act, or (3) pursuant to an available exemption from the registration requirements of the Securities Act, in each case in accordance with all applicable Securities Laws and any applicable state, foreign (including UK) or other securities laws. Hedging transactions involving the Common Shares of the Company may not be conducted unless in compliance with the Securities Act. All Common Shares in the capital of the company have the same rights under the Company's constitutional documents. The Company's Common Shares trade under the PHRM.L and PHRX.L ticker symbols. The PHRM.L line of stock represents Common Shares that still bear the Regulation S restrictive legend and may only be traded in certificated form. If the Common Shares meet the requirements of Rule 144 of the Securities Act, a holder may transfer the relevant Common Shares from the PHRM.L to the PHRX.L line of stock and the restrictive legend will be removed from the Common Shares. The PHRM shares are subject to certain trading restrictions. The PHRX shares are unrestricted.

As of 20 August, 2010, we had a total of 18,479,907 Common Shares in the Company outstanding (comprising both the PHRM and PHRX shares), all of which are voting shares.

As of 20 August, 2010, we had a total of 17,472,014 PHRM shares outstanding. None of our PHRM shares, except those shares periodically issued by the Company as a result of employee stock option exercises, those exercises being publicly disclosed, are subject to distribution compliance restrictions under Regulation S. However, all our PHRM shares contain US Securities Act of 1933 legends, and absent registration, holders must have an available exemption (e.g. Rule 144) in connection with any sales to US persons.

As of 20 August, 2010, we had a total of 1,007,893 PHRX shares outstanding. The PHRX shares do not contain any restrictive legend. In general, these shares are freely tradable unless they are held by persons who are (or during the last three months were) affiliates of Phorm.

Holders should consult their legal advisors if they are uncertain of their status.

If you have any questions, please contact investorinfo@phorm.com

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Financial Reports

Please click on Financial reports for access to the Company's annual and interim reports from 2004 to present.

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Announcements

Please click on Announcements for access to notifications made by the Company in the past 12 months.

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Admission document and circulars

Please click on Company's Admission Document, dated April 19 2007. A circular was sent to shareholders of Phorm UK, Inc. by the Chairman of the Board regarding the Annual General Meeting on October 5, 2009. There have been no other circulars or similar publications within the past 12 months.

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Advisors

Nominated Advisors (Nomad)
Canaccord | Genuity Ltd.
7th Floor Cardinal Place
80 Victoria Street
London SW1E 5JL
Phone:+44 20 7050 6745
Fax: +44 20 7050 6580

Legal Advisors
Nabarro
Lacon House
84 Theobald's Road
London WC1X 8RW
Tel: +44 (0)20 7524 6000
Fax: +44(0)20 7524 6524

Brokers
Evolution Securities Ltd

100 Wood Street

London

EC2V 7AN

Tel: +44 (0) 20 7071 4317

Fax: +44 (0) 20 7071 4450

Mirabaud Securities LLP
33 Grosvenor Place
London
SW1X 7HY
Tel: +44 20 7321 2508
Fax: +44 20 7930 4066

Auditors
Deloitte & Touche LLP
Hill House
1 Little New Street
London EC4A 3TR
United Kingdom

Registrar
Capita IRG (Offshore) Limited
Victoria Chambers
Liberation Square
1/3 The Esplanade
St Helier, Jersey

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