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Corporate Governance

The Board adheres to the QCA Corporate Governance Code which sets out a standard of minimum best practice for small and mid-sized quoted companies, particularly AIM companies. 

Details of how the Company complies with the QCA Code, can be found here.

The Board comprises two executive Directors and six non-executive Directors. The Board meets regularly to discharge its responsibility to shareholders including to consider strategy, performance and the framework of internal controls, as well as review its own performance and composition. 

The Company have the following Committees on Admission: 

Audit Committee 

The Board has established an audit committee with formally delegated duties and responsibilities. The audit committee chairs by Tim McCutcheon with Leonid Skoptsov being the other member of the committee. The audit committee meets at least three times a year and responsible for ensuring that the financial performance of Ovoca Bio plc is properly reported on and monitored, including by conducting reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. 

Remuneration Committee  

The remuneration committee chairs by Mikhail Mogutov with Leonid Skoptsov being the other member of the committee. It is expected to meet not less than two times a year. Directors may attend meetings at the committee’s invitation.

The remuneration committee has responsibility for determining, within agreed terms of reference, Ovoca Bio’s plc policy on the remuneration of senior executives and specific remuneration packages for executive Directors, including pension rights and compensation payments. It is also responsible for selecting individuals to whom to make grants of awards under the Share Option Scheme.

The remuneration of non-executive Directors is a matter for the Board. No Director may be involved in any discussions as to their own remuneration.

Nomination Committee 

The nomination committee chairs by Mikhail Mogutov with Tim McCutcheon being the other member of the Committee. It is expected to meet not less than once a year. The nomination committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It also is responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The nomination committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement Directors and committee members and will make appropriate recommendations to the Board on such matters.