Veryan Holdings Limited and Veryan Medical Limited (‘Veryan’) are ultimate subsidiaries of Japanese-based Otsuka Holdings Co. Ltd., (‘Otsuka’). Veryan is based in Horsham, West Sussex, and utilises its proprietary helical technology in the design of medical devices used in the treatment of vascular disease.

The overall Otsuka group is globally engaged in a number of businesses including pharmaceutical, nutraceutical, consumer products, medical devices and other products. Otsuka’s mission is to create new products for better health worldwide.

Veryan is engaged in commercial operations selling its products in the UK and other European countries. Veryan is also engaged in research and development in the vascular device field, with activities ranging from early stage development, through to clinical trials and regulatory approval.

This strategy applies to Veryan Medical Limited and Veryan Holdings Limited, and it is regarded that this publication complies with the duty under paragraphs 16 and 19 of Schedule 19 to the Finance Act 2016. In this report, references to “Veryan” or “the Company” are references to both Veryan Medical Limited and Veryan Holdings Limited.

Veryan’s tax strategy and policy comprises four key components:

Compliance and governance

The group is committed to compliance with tax law and practice in the UK. It complies with all statutory obligations and discloses all relevant facts and circumstances to the tax authorities.

The ultimate responsibility for the Company’s UK tax strategy and compliance rests with the Chief Financial Officer and the Board of Veryan Holdings Limited. The Board has a responsibility to monitor the integrity of the Company’s financial reporting system, internal controls and risk management framework including those elements relating to taxation. To ensure good governance in the management of this oversight, the Board has appointed an Audit and Compliance Committee.

Day-to-day management of the Veryan’s UK tax affairs is delegated to the Chief Financial Officer of Veryan, who reports to the Chief Executive Officer. The Chief Financial Officer is supported by internal and external individuals who are appropriately qualified. Veryan is bound by the Otsuka Global Code of Ethics. The company operates to its accounting policy manual, and also to a detailed employee handbook including various staff policies where employee activities could affect their own or the group’s tax obligations. For complex issues, advice is sought from external advisers.

Managing tax risks

Veryan actively seeks to identify, evaluate, monitor and manage risks in relation to the interpretation of complex tax law and compliance arrangements to ensure it remains in line with our objectives.

As a component of the overall internal control framework applicable to the Company’s financial reporting system, the Company operates a system of tax risk assessment and control. It seeks to reduce the level of tax risk arising from the Company’s operations as far as is reasonably practicable by ensuring that reasonable care is applied in relation to all processes which could materially affect its compliance with its tax obligations. The Company is also within the scope of the ‘Senior Accounting Officer’ legislation under which steps are taken to establish and maintain appropriate tax compliance arrangements.

Where there is significant uncertainty or complexity in relation to a risk, external advice may be sought.

In relation to any specific issue or transaction, the Board is ultimately responsible for identifying the risks, including tax risks, which need to be addressed and for determining what actions should be taken to manage those risks, having regard to the materiality of the amounts and obligations in question.

Attitude towards tax planning and level of risk

The Company seeks to take advantage of available tax incentives, reliefs and exemptions in line with, and in the spirit of, tax legislation. Amongst other factors, the tax laws of the countries in which the Company operates are considered, with a view to maximizing value on a sustainable basis for the ultimate shareholders and employees.

Any structuring that is and will be undertaken has commercial and economic substance with full regard to the potential impact on the group’s reputation and broader goals. The Company will not put in place any arrangements that are contrived or artificial.

The level of risk which the Board accepts in relation to UK taxation is consistent with its overall objective of achieving certainty in the group’s tax affairs. At all times the Company seeks to comply fully with its regulatory and other obligations and to act in a way which upholds its reputation as a responsible corporate citizen.

Working with HM Revenue & Customs

The Company will engage with HM Revenue & Customs (“HMRC”) with honesty, integrity, respect and fairness and in a spirit of co-operative compliance. It will seek to have a transparent and constructive relationship with HMRC through regular communication in respect of developments in the Company’s business, current, future and retrospective tax risks, and interpretation of the law in relation to all relevant taxes.

The company will engage with HMRC to discuss any relevant facts and any transactions or issues with potential for the tax treatment to be uncertain. when submitting tax computations and returns to HMRC. Any inadvertent errors in submissions made to HMRC will be fully disclosed as soon as reasonably practicable after they are identified.

December 2019

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