The Board
Oxford BioMedica is led and controlled by a Board consisting of a Chairman, three Non-Executive Directors and five Executive Directors. The Directors have significant experience of the management and development of a biopharmaceutical group and of pharmaceutical research and the drug development process. There is a clear division of responsibilities, set out in writing, between the Chairman and Chief Executive Officer. The Board considers that the Non-Executive Directors are independent of management. All Directors have access to advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are complied with.
Board meetings
The Board meets regularly and at least eight times per year, with meeting dates agreed for each year in advance. There is a formal schedule of matters reserved to the Board for its decision. The schedule covers senior appointments, business strategy and budgets, substantial transactions, contracts and commitments, financing treasury and risk policies, and the approval of certain documents and announcements including the Annual Report. There is frequent contact between Executive and Non-Executive Directors, and each Director is supplied on a timely basis with financial and operational information sufficient for the Board to discharge its duties. All Directors have access, as required, to independent professional advice.
Board committees
As appropriate, the Board has delegated certain responsibilities to Board committees, which operate within defined terms of reference and constitution:
Remuneration Committee
Audit Committee
Nomination Committee
Retirement of directors
In accordance with the articles of association, at each annual meeting any Director who has served for three years, and one third of the other Directors (or if their number is not a multiple of three the number nearest to but not exceeding one third) retire from office by rotation.
Review of performance
In accordance with provision A.6 of the Combined Code, the performance of the Board and the committees is reviewed annually through the use of confidential questionnaires completed by all the Directors. At least once per year the Non-Executive Directors meet under the leadership of the Senior Independent Director to appraise the Chairman’s performance.
|
 |
Management committees
The Board retains overall responsibility for, and control of, the Company. Management is conducted by the Chief Executive Officer and the Executive Directors who, together with other senior managers, form the senior management team. Executive Directors sit on the following committees and management groups: the senior management group, the executive research group, the clinical development group, the safety committee, the commercial development committee, the quality committee and the internal patent group. By this means, a direct and ongoing link exists between the determination of strategy by the Board and the execution of the Company’s policies by our employees.
Relations with shareholders
We attach a high priority to effective communication with both private and institutional shareholders. The Annual Report contains a detailed Business Review and a description of our candidate products and of our research and development portfolio. An Interim Business Review is also provided with the half-year report sent to all shareholders. With these documents and the Company’s press releases, we seek to present a balanced and understandable assessment of Oxford BioMedica’s position and prospects.
The Annual General Meeting is the principal forum for dialogue with private shareholders. A business presentation is made by the Chief Executive Officer and there is an opportunity for shareholders to put questions to the Directors. We maintain regular contact with institutional shareholders through a programme of one-to-one visits and briefings.
Internal control
The Directors are responsible for Oxford BioMedica’s system of internal control and for reviewing its effectiveness. Such a system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss. As described above, the active involvement of the Executive Directors in our management committees allows the Board continually to monitor and assess significant business, operational, financial, compliance and other risks, and to review the effectiveness of internal control. This is reinforced by the provision to the Board by the Executive Directors of regular and detailed reports covering, inter alia, financing, investor relations, research and development, clinical development, financial performance, commercial interactions and intellectual property management. In addition the Board annually reviews the effectiveness of all significant aspects of internal control.
Oxford BioMedica has procedures in place which incorporate the recommendations on internal control: guidance for directors on the Combined Code (Turnbull).
|
