Corporate Governance

As a company with a Standard Listing, OCT is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council. Nevertheless, the Directors are committed to maintaining high standards of corporate governance and will, so far as is practicable given our size and nature, adopt and comply with the UK Corporate Governance Code on a comply or explain basis. 

Corporate Governance

We will report to shareholders as to our compliance with the UK Corporate Governance Code (the “Code”) on an ongoing basis and will publish an updated corporate governance statement from time to time. As at 30 April 2023 we have applied all Principles of the Code. For more information please refer to our Annual Reports.

  • We will hold timely board meetings as issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Company, setting the strategic direction and establishing the policies of the Company. It is the Directors’ responsibility to oversee the financial position of the Company and monitor the business and affairs of the Group, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company’s approach to risk management and has formally adopted an anti-corruption and bribery policy.

    As a company with a Standard Listing, the Board will take appropriate steps to ensure that the Company complies with Listing Principles 1 and 2 as set out in Chapter 7 of the Listing Rules and (notwithstanding that they only apply to companies with a Premium Listing) the Premium Listing Principles as set out in Chapter 7 of the Listing Rules.

    The Company’s Standard Listing means that it is also not required to comply with those provisions of the Listing Rules which only apply to companies on the Premium List. The FCA will not have the authority to (and will not) monitor the Company’s compliance with any of the Premium Listing Principles which the Company has indicated that it intends to comply with on a voluntary basis, nor impose sanctions in respect of any failure by the Company so to comply. However, the FCA would be able to impose sanctions for non- compliance where the statements in the Prospectus are themselves misleading, false or deceptive.

Board Responsibilities

The Board is responsible for the Company’s objectives and business strategy and its overall supervision. Acquisitions, divestments and other strategic decisions will all be considered and determined by the Board. 

  • The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the Company, and will have overall responsibility for setting the Company’s strategic aims, defining its business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company’s business.

  • The Audit Committee, which will also encompass the monitoring of risks posed to the Group on an ongoing basis, will have responsibility for, among other things, the monitoring of the financial integrity of the Company’s financial statements and the involvement of its auditors in that process. It will focus in particular on compliance with accounting policies and ensuring that an effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and half-yearly reports remains with the Board.

    The Audit Committee will meet no less than twice a year at the appropriate times in the reporting and audit cycle. It will also meet on an ‘as necessary’ basis. The responsibilities of the committee covered in its terms of reference include external audit, internal audit, financial reporting and internal controls.

  • The Remuneration Committee will have responsibility, subject to any necessary Shareholder approval, for the determination of the terms and conditions of employment, remuneration and benefits of each of the Executive Directors and certain other senior executives, including pension rights and any compensation payments. It will also recommend and monitor the level and structure of remuneration for senior management and the implementation of share option or other performance-related schemes.

    The Remuneration Committee will meet at least twice a year. The responsibilities of the committee covered in its terms of reference include determining and monitoring policy on and setting levels of remuneration, termination, performance-related pay, pension arrangements, reporting and disclosure, share incentive plans and the appointment of remuneration consultants.

  • Download the UK Corporate Governance Code here.