s172(1) Companies Act 2006

Statement by the directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006 

The board of directors of the BPL group of companies consisting of NAGA UK TopCo Limited and its subsidiaries NAGA UK BidCo Limited, Bio Products Laboratory Holdings Limited and Bio Products Laboratory Limited, (together “BPL”) consider, both individually and together, that they have promoted the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) during the year ended 31 December 2019.  This statement includes specific examples of how the directors have discharged their duties with respect to:

  • the likely consequences of any decision in the long term,
  • the interests of the company's employees, 
  • the need to foster the company's business relationships with suppliers, customers and others, 
  • the impact of the company's operations on the community and the environment, 
  • the desirability of the company maintaining a reputation for high standards of business conduct, and
  • the need to act fairly as between members of the company

Future Plans

BPL completed a comprehensive review of its long-range plan (LRP), a plan that outlines the business plans & related investments designed to have a long-term beneficial impact on the company in its mission to deliver quality medicines to patients, while also providing shareholder returns with 5 to 10-year horizon.  The directors reviewed and approved the LRP and an operating plan for 2020 that funds investment towards the goals set forth in the LRP. Included in the LRP are ambitious goals for development of new plasma-based products that support unmet patient needs. 

The directors also took steps to promote the long-term viability and growth of BPL by ensuring that the agreement to divest BPL Plasma, Inc. includes a long-term agreement for the buyer to supply plasma to BPLT.  That agreement provides the BPL group with access to a similar quantity of plasma in each of the next 10 years to what it was receiving as of July 2019.  

Finally, the directors have focused on ensuring that BPL continues to operate within strict budgetary controls and as per our quality and regulatory standards. The directors receive and review on a monthly basis detailed reports regarding the financial results, performance of the business versus key indicators such as yield, revenue and cost per litre, waste, net sales. The directors believe that BPL is in a strong position, with cash reserves that will be generated from its pending divestiture of its Plasma business, which coupled with strong market conditions, its skilled human capital base and the excellent reputation of its products will enable BPL to continue to grow successfully in the immediate future. 

Employees

The directors recognize that it is critical for the future success of BPL that it develop, retain and attract talent and provide stimulating and challenging career opportunities for teams to develop their skills within a considerate and supportive environment.  The directors have encouraged creation of an open culture, with constructive and honest dialogue throughout the company and an open and accessible management structure that enables direct interaction between senior management and employees.  This environment results in the ability to make quick decisions relating to people development, working environments and attraction of talent.  In addition, a regular employee satisfaction survey, pulsing team members on a variety of topics, has allowed management to assess go forward areas of focus, and the company has increased significantly both the depth and frequency of internal communications with employees and continue to assess further improvements in employment policies and practices.  The directors commissioned an evaluation of long-term incentive programs in the industry to ensure that BPL remains able to recruit and retain top talent.

Business Relationships – Suppliers, Customer and other third parties

The directors recognize that engagement with suppliers, customers and other third parties is a fundamental part of achieving strong and sustainable results. The directors have ensured that the management team shares its strategy and expectations with the company’s key suppliers and customers and assigns key contacts to build close working relationships.  In 2019, the company has been taking steps to improve its procurement function capabilities, update its MRP processes and aligning interests to create greater mutual success.

As a successful business, we need to be providing our customers with what they want now and in the future. We need to build strong relationships with our customers worldwide and seek feedback when applicable.  The board is routinely provided by market and business updates by the management team and helps set the long-term, priorities of the team to improve its commercial positioning and competitiveness in its segments.   In 2019, BPL held its 1st Intercontinental Distributor Meeting in London to align its growth strategy and priorities with that of its distribution partners, obtain their views on market evolution and feedback on areas for improvement, and ensure that they are operating consistent with the company’s high expectations for business conduct.

Community and environment

The directors have been especially attentive to ensuring that the company reduces its waste and serves as a good corporate citizen.  Two examples of these efforts are (i) implementation of a new phosphate reduction technology that is viewed as a 1st in its kind in the UK and helped the company to comply with new environmental water quality emissions set by the environment agency and has garnered the interest of other companies on its use and (ii) a focused effort to upgrade systems and processes relating to packaging regulations.

In addition, the directors ensured that the company took the initial steps toward establishing a set of Corporate social Responsibility (CSR) goals.

Maintaining a reputation for high standards of business conduct

The directors have consistently reinforced a commitment to quality.  In 2019, there was a particular focus by the directors on ensuring that systems, processes and controls relating to the plasma collection and production processes were operating effectively.  This focus and a drive towards a “right first time” mentality contributed not only to the strong financial performance of the company but also to consistent and reliable delivery of medicines to patients.  BPL aims to conduct all its employee as well business relationships with integrity, inclusion, and courtesy.  The board also aims to create a culture of performance, responsibility towards our customers and patients, and team work.

Acting fairly as between the Company’s owners

Although the company has only a single shareholder, the directors have been mindful of the various entities that are indirect owners of the company.  The directors sought to deliver sustainable growth and income over the long term with an appropriate balance of risk and return in the context of the wider market.  The directors recognize the clear responsibility to engage with the owners of BPL whose views are an important driver of our strategy.  We hold regular board meetings with shareholder representation who can engage directly with directors.  The shareholder representative provides direct feedback on strategic plans proposed by the directors, which is then factored into the final company strategy.