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.
The QCA has identified 10 principles that focus on the pursuit of medium to long-term growth in value for shareholders without stifling the entrepreneurial spirit in which a company was created. Full details of how Oberon Investments complies with these can be found in the file below.
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 eight Directors, of whom three are executive and four are non-executive. The Board considers that three of the non-executive Directors; being Mike Cuthbert, Gemma Godfrey and Mark Ibbotson 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 Mike Cuthbert 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 channel of communication (through the Chief Executive Officer) have failed to resolve or for which such channels of communication are inappropriate.
The Board has established an audit committee (the “Audit Committee”), a risk and compliance committee (“the Risk and Compliance Committee”) and a remuneration committee. Given his significant experience, industry knowledge and deep understanding of the culture of Oberon, the Board has appointed Alex Hambro to each of its committees notwithstanding that the Board considers that he will not be independent for the purposes of the QCA Code. Mr Hambro 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 & Risk Committee
The Audit Committee is chaired by Robert Hanson and the Risk & Compliance Committee is chaired by Mark Ibbotson. The Risk & Compliance Committee has primary responsibility for monitoring the quality of internal controls within the business. This committee will also review and report on the Group’s risk management systems and compliance, whistleblowing and fraud systems. The Audit Committee is tasked with 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 Remuneration Committee
The Remuneration Committee is chaired by Robert Hanson. 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.