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 details of the Company's compliance with 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 and Risk Committee"), a remuneration committee (the "Remuneration Committee") a nominations committee (the "Nomination Committee") and a clinical governance committee (the “Clinical Governance Committee”). Given his significant experience, industry knowledge and deep understanding of the culture of One Health, the Board has appointed Derek Bickerstaff to attend 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.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Nick Parker, with other members being Helen Pitcher OBE, Zak McMurray and in attendance are Derek Bickerstaff, Chairman (non-independent Director), Adam Binns (CEO), Heather Craven (CFO) and Lisa Johnson (Head of Finance). The Committee has primary responsibility for overseeing the integrity of the Group’s financial reporting, monitoring the effectiveness of internal controls, and reviewing the adequacy of the Group’s risk management framework. It reviews reports from management and the external auditor in relation to the interim and annual financial statements, accounting policies and internal control systems operating across the Group. The Committee also oversees compliance, whistleblowing and fraud arrangements, considers changes in accounting policies and monitors the provision of non-audit services by the external auditor. The Audit and Risk Committee meets at least three times each year and has unrestricted access to the Company’s auditor.
You can click here to see the Audit and Risk Committee's Terms of Reference.
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.organisations delivery.
You can click here to see the Remuneration and Nomination Committee's Terms of Reference.
Clinical Governance Committee
The Clinical Governance Committee is chaired by Zak McMurray, its other members include Shantanu Shahane (Chief Medical Officer) and Rosie McSheehy (Service Improvement Lead). The committee meets three times a year for Clinical Governance Assurance meetings to consider the clinical activities of the organisation and ensure all aspects of clinical care are delivered in a safe and transparent fashion. Highlights from this meeting are presented to the One Health Group Board, ensuring that the highest quality safe clinical care and best possible customer experience are at the heart of the organisations delivery.
You can click here to see the Clinical Governance Committee's Terms of Reference.