The Remuneration Committee presently comprises two independent non-Executive Directors: Dr Andrew Heath (Chairman) and Martin Diggle. The Remuneration Committee determines, on behalf of the Board, the Company’s policy for executive remuneration and the individual remuneration packages for the Executive Directors including awards under the Long Term Incentive Plan. Performance targets for the annual bonus are set by the Remuneration Committee after taking into account the strategic needs of the business.
At the Committee’s invitation or request, the Chief Executive Officer and other Directors may be in attendance at the meetings of the Remuneration Committee. The Committee has access to professional advice, both inside and outside the Company as required.
The Company’s policy on remuneration is to attract, retain and incentivise the best staff in a manner consistent with the goals of corporate governance. In setting the Company’s remuneration policy, the Remuneration Committee considers a number of factors, including the basic salaries and benefits available to Executive Directors of comparable companies.
The Audit Committee presently comprises two independent non-Executive Directors: Stuart Henderson (Chairman) and Dr Andrew Heath. The Board considers that all members of the Audit Committee possess recent and relevant financial experience. The Audit Committee monitors the integrity of the financial statements of Oxford BioMedica and any formal announcements relating to the Company’s financial performance, reviewing significant financial reporting judgements contained in them. It reviews our internal financial controls and the internal control and risk management systems. It makes recommendations to the Board, for it to put to shareholders for their approval in general meetings, in relation to the appointment, re-appointment and removal of the external auditors, and approves the remuneration and terms of engagement of the external auditors.
The independent auditors continue to operate procedures to safeguard against the possibility that the auditors’ objectivity and independence could be compromised. This includes the use of quality review partners, use of a technical review board (where appropriate) and annual independence procedures, including confirmations by all staff. The auditors report to the Audit Committee on matters including independence and non-audit fees on an annual basis. In addition, the role of the audit partner is rotated on a periodic basis. The Audit Committee reviews and monitors the external auditors’ independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements.
The Audit Committee is advised of and approves all non audit services provided by the Company’s auditor. As part of this approval process, the Audit Committee ensures that the provision of non audit services will not impact the auditors’ objectivity and independence. It reports to the Board as necessary, identifying matters in respect of which it considers that action or improvement is needed, making recommendations as to the steps to be taken.
Oxford BioMedica has a public interest disclosure policy, and the Audit Committee is responsible for reviewing arrangements by which our staff may raise concerns about possible improprieties. It also reviews from time to time the need for an internal audit function. Given the Group’s current size and simple structure, the Committee considers there not to be a requirement for internal audit. At the Committee’s invitation or request, the Chief Executive Officer and other Directors may attend meetings of the Audit Committee.
The Nomination Committee presently comprises all of the independent non-Executive Directors and the Company Chairman, who is Chairman of the Nomination Committee. The Nomination Committee evaluates the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, determines the role and capabilities required for particular appointments.