Corporate Governance and ESG
As an investment organisation with a small number of employees, our ESG strategy is primarily centred on strong governance practices, reflecting the nature of our operational structure and the scale of our internal team. For the full ESG approach at our principle current investment, please visit Vodafone.es
Full Board of Directors
Eamonn O’Hare
Founder, Chairman and Chief Executive Officer
Eamonn has spent over two decades as a board member and senior executive of some of the world’s fastest growing consumer and technology businesses.
Robert Samuelson
Founder, Chief Operating Officer
Robert was Executive Director Group Strategy of Virgin Media from 2011 to 2014, during which time he was centrally involved in the sale of the business to Liberty Global and…
Rita Estevez
Independent Non-Executive Director
Rita Estevez Luaña is a seasoned senior executive with almost 30 years of professional experience in both the Technology and the Financial Sector.
Suzi Williams
Independent Non-Executive Director
Suzi brings skills and experience from over 25 years in telecommunications, media and consumer businesses in the UK and internationally.
Richard Williams
Independent Non-Executive Director
Richard has spent most of his career in European telecommunications, most recently as a Director of Investor Relations at Altice and, prior to that, Virgin Media.
Ashley Martin
Independent Non-Executive Director
Ashley brings a wealth of complementary experience to the Zegona Board. Ashley was Audit Committee Chair at Rightmove plc from 2009 to 2018 and, in that role, gained valuable insight…
Tim Pennington
Independent Non-Executive Director
[Position] Tim brings more than 30 years of international experience in international telecommunications, corporate finance and mergers and acquisitions. He is currently a Non-Executive Director of MTN Group Limited, Africa’s…
Sofia Arhall Bergendorff
Independent Non-Executive Director
Sofia Arhall Bergendorff is a distinguished business leader with an international executive career spanning over 30 years, with a strong focus on the Technology and Media sectors.
Corporate governance
Overview
The Directors recognise the importance of sound corporate governance commensurate with the size of the Group and the interests of Shareholders. Following the original admission of the Zegona Shares to the Standard Listing on the Official List and to trading on the Main Market, save as set out below, the Board has voluntarily (as the Company has a Standard Listing) complied with the UK Corporate Governance Code (the “Code”) applicable to non-FTSE 350 companies, so far as practicable. The Code sets out a number of principles in relation to board leadership, effectiveness, accountability, remuneration and relations with shareholders. The Board has established three committees: an audit and risk committee, a nomination committee and a remuneration committee. If the need should arise, the Board may set up additional committees as appropriate.
Provisions 2, 5 and 6 of the Code provide guidance for the implementation of procedures meant to ensure the Company engages with and monitors its workforce. Given the small team of employees in the Group, the Board believes the implementation of any formal steps or procedures to engage with the workforce are not required.
Provision 9 of the Code recommends that the roles of Chairman and the Chief Executive Officer should not be occupied by the same person and that the Chairman should be independent on appointment; the Company does not comply with this requirement. The Board believes that Eamonn O’Hare’s skills, knowledge and leadership enable him to effectively perform both roles and that, at this time, distinguishing between these roles would be of no additional benefit to the Group. There have been no concerns raised through the Board effectiveness reviews in this regard and separation of the roles was determined to be a low priority in a corporate governance review performed by an external party. However, the Board remains cognisant of this area of non-compliance and considers the continued appropriateness of these two roles remaining combined on a regular basis giving due regard to shareholder concerns and the time commitment required for each role as the business evolves. In particular, the Board considers that, notwithstanding his role as CEO, Eamonn is capable of promoting a culture of openness and debate by facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between the Executive and Non-Executive members of the Board. The Board believes that it remains effective with sufficient challenge being provided both at formal Board meetings and through informal interactions with members of the Board. In addition, the Company maintains a schedule of matters reserved for the Board which prevents Eamonn from authorising certain corporate actions without a formal resolution of the Board.
Provision 12 of the Code provides that one Non-Executive Director should be appointed as a Senior Independent Director (“SID”) to provide a sounding board for the chair and serve as an intermediary for the other directors and shareholders. The Company does not currently have a SID, though extensive consideration has been given to such an appointment, including as part of an independent corporate governance review and the formation of the Company’s Board Charter.
Provision 14 of the Code recommends that the responsibilities of the chair, chief executive, senior independent director, board and committees be set out in writing, agreed by the Board and made publicly available. The Company has clear terms of reference for each of its committees and a set of matters reserved for the Board. As the Company has no SID and a combined CEO and Chairman (as described above), the Company has not felt the need to delineate these roles in further detail. The Board will keep this decision under review, particularly following the appointment of a SID.
The remuneration committee is comprised solely of Non-Executive Directors, however Provision 32 of the Code recommends remuneration committees to be comprised of independent Non-Executive Directors.
Audit & Risk Committee
The audit and risk committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group’s annual financial statements, considering the scope of the annual audit and the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The audit and risk committee will normally meet not less than three times a year.
The audit and risk committee is chaired by Tim Pennington and its other members are Ashley Martin, Sofia Arhall and Rita Estevez.
Nomination Committee
The nomination committee assists the Board in determining the composition and make up of the Board and is responsible for periodically reviewing the Board’s structure, size and composition (including the skills, knowledge, experience and diversity). It is also responsible for identifying potential candidates to be appointed as Directors, as the need may arise, and determining succession plans for directors and other senior executives. The nomination committee will meet when appropriate and not less than twice a year.
The nomination committee is chaired by Suzi Williams and its other members are Sofia Arhall and Tim Pennington.
Renumeration Committee
The remuneration committee determines and agrees with the Board the overall policy for the remuneration of the Company’s executive management. It determines the levels of remuneration for each of the Directors and recommends and monitors the remuneration of members of Senior Management. It is also responsible for producing an annual remuneration report to be approved at the annual general meeting. The remuneration committee will meet when appropriate and not less than twice a year.
The remuneration committee is chaired by Suzi Williams and its other members are Rita Estevez and Tim Pennington.