Corporate Governance
The Directors recognise the value and importance of high standards of corporate governance and intend to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company's size, board structure, stage of development and resources.
You can click here to view the QCA's Ten Principles Of Governance.
The Board
The Board will be responsible for the overall management of the Group, including the formulation and approval of the Group's long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies and plans.
The QCA Code recommends at least two members of the Board comprise non-executive directors determined by the Board to be independent. The Board currently comprises seven Directors, of whom three are executive and four are non-executive. The Board considers that three of the non-executive Directors; being Helen Pitcher OBE, Nick Parker and Zak McMurray to be independent and, as such, the Company complies with the requirements of the QCA Code in this regard.
In accordance with the QCA Code, the Board has appointed Helen Pitcher to be the Senior Independent Director. The Senior Independent Director should be available to Shareholders if they have concerns over an issue that the normal channels of communication (through the Chair or the Chief Executive Officer) have failed to resolve or for which such channels of communication are inappropriate.
The Board has established an audit and risk committee (the "Audit Committee"), a remuneration committee (the "Remuneration Committee") and a nominations committee (the "Nominations Committee"). Given his significant experience, industry knowledge and deep understanding of the culture of One Health, the Board has appointed Derek Bickerstaff to each of its committees notwithstanding that the Board considers that he will not be independent for the purposes of the QCA Code. Mr Bickerstaff will not chair any of the Board committees and the Board proposes to appoint a majority of independent non-executive directors to each of these committees.
The Audit and Risk Committee
The Audit and Risk Committee is chaired by Nick Parker. Its other members are Derek Bickerstaff, Helen Pitcher OBE and Zak McMurray. The Audit and Risk Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Company's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.
The Audit Committee will also review and report on the Group's risk management systems and compliance, whistleblowing and fraud systems as well as reviewing the internal audit function, changes to accounting policies and non-audit services undertaken by external auditors. The Audit Committee will meet at least three times a year and will have unrestricted access to the Company's auditors.
The Remuneration Committee
The Remuneration Committee is chaired by Helen Pitcher OBE. Its other members are Nick Parker, Derek Bickerstaff and Zak McMurray. The Remuneration Committee will make recommendations to the Board on matters relating to the remuneration and terms of employment of the Executive Directors. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the Non-Executive Directors of the Company will be set by the Board.
Nomination Committee
The Nomination Committee will lead the process for Board appointments and make recommendations to the Board. The Nomination Committee will evaluate the balance of skills, experience, independence and knowledge on the Board and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee will meet as and when necessary, but at least twice a year. The Nomination Committee is chaired by Helen Pitcher OBE. Its other members are Derek Bickerstaff, Nick Parker and Zak McMurray.
