Corporate governance

Investors

Statement of compliance with the 2018 QCA Corporate Governance Code

Chairman’s Introduction

High standards of corporate governance are a key priority for the Board of Oncimmune Holdings Plc and, in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code, the Board has adopted the 2018 Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) as the basis of the Group’s governance framework. It is the responsibility of the Board to ensure that the Group is managed for the long-term benefit of all shareholders and stakeholders, with effective and efficient decision-making. Corporate governance is an important aspect of this, reducing risk and adding value to our business.

The Company has also established the Audit Committee and the Remuneration Committee with formally delegated rules and responsibilities.

The members of the Audit Committee are Andrew Unitt (Chair) and Annalisa Jenkins. The Audit Committee, inter alia, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company. The Audit Committee meets at least twice a year.

The members of the Remuneration Committee are Annalisa Jenkins (Chair), Tim Bunting and Meinhard Schmidt. The Remuneration Committee reviews and makes recommendations in respect of the Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The remuneration committee also makes recommendations to the Board concerning the allocation of share options to employees. The Remuneration Committee meets at least once a year and otherwise as and when necessary.

Meinhard Schmidt
Non-Executive Chairman

The following information is disclosed in accordance with Rule 26 of the AIM Rules

Principle 1: Establish a strategy and business model which promote long-term value for shareholders.

Application: The Company complies with this provision and the disclosure explaining the Company’s business model and strategy, including key challenges in their execution.

Location of information, if not disclosed in this document: Pages 5 to 16 of the 2020 Annual Report and Accounts.

Principle 2: Seek to understand and meet shareholder needs and expectations.

Application: The Company welcomes shareholder engagement. The directors have developed a good understanding of the needs and expectations of all elements of the company’s shareholder base. The Board manages shareholders’ expectations and seeks to reasonably understand the motivations behind shareholder voting decisions.

Specifically, the Company regularly provides business updates to shareholders and the market. In addition, the Company welcomes shareholders to attend the AGM and to engage with the Company Board. Shareholders can contact the Company by email to contact@oncimmune.com.

The Company meets with analysts and brokers throughout the year.

For further information:

Oncimmune Holdings plc
Adam Hill, Chief Executive Officer
Matthew Hall, Chief Financial Officer
contact@oncimmune.com.

Zeus Capital Limited (Nominated Adviser and Joint Broker)
Andrew Jones, Daniel Harris and Victoria Ayton
+44 (0)20 3829 5000

N+1 Singer (Joint Broker)
Aubrey Powell, Harry Goden, Iqra Amin and James Fischer
+44 (0)20 7496 3000

WG Parters (Joint Broker)
David Wilson and Chris Lee
+44 (0)20 3705 9321

Media enquiries:
FTI Consulting
Ben Atwell, Michael Trace and Alex Davis
oncimmune@fticonsulting.com
+44 (0)20 3727 1000

Location of information, if not disclosed in this document:

The company publishes all its newsflow on its website: oncimmune.com/investors/regulatory-newsflow.

Full advisor contact information can be found at oncimmune.com/investors/investor-advisor-contacts.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.

Application: The Company complies with this provision and the disclosure explaining the Company’s business model and strategy, including key challenges in their execution is set out in the 2020 Annual Report and Accounts.

The Board consults with staff, scientific advisory board, advisers, regulators and other stakeholders when identifying key resources and relationships on which the business relies.

An example of this being the development of the cancer diagnostic platform and the individual cancer diagnostic tests are a result of directly working with clinicians, regulators, staff and advisers.

Location of information, if not disclosed in this document:

The company’s business model and strategy has been explained in the 2020 Annual Report and Accounts.

Key advisors to the company are listed on the website oncimmune.com/our-company.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation.

Application: The Company complies with this provision.

The Board is led by the Non-Executive Chairman and comprises of six members; one Executive Director and five Non-Executive Directors, two of which are Independent Non-Executive Directors. The Non-Executive Chairman is responsible for leadership of the Board, ensuring its effectiveness on all aspects of its role, setting its agenda and ensuring that the Directors receive accurate, timely and clear information. The Non-Executive Chairman also ensures effective communication with shareholders and facilitates the effective contribution of the other Non-Executive Directors. The Company is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders.

The Company complies with this provision.

The Non-Executive Chairman and Chief Executive, together with the Remuneration Committee, work throughout the year, with external consultants where necessary and as appropriate, to assess the skills of the Board with a view of whether this produces optimal value and benefit for all stakeholders. The Board are also conscious of achieving a more balanced, representative and diverse board. This area will continue to be monitored.

Location of information, if not disclosed in this document:

The skills and experience of each director is described on the website oncimmune.com/our-company/board-directors.

Further details of how the company complies with this provision has been disclosed in the 2020 Annual Report and Accounts.

Principle 5: Maintain the board as a well-functioning, balanced team led by the chair.

Application: The Company complies with this provision.

The Board is led by the Non-Executive Chairman and comprises of six members; one Executive Director and five Non-Executive Directors, two of which are Independent Non-Executive Directors. The Non-Executive Chairman is responsible for leadership of the Board, ensuring its effectiveness on all aspects of its role, setting its agenda and ensuring that the Directors receive accurate, timely and clear information. The Non-Executive Chairman also ensures effective communication with shareholders and facilitates the effective contribution of the other Non-Executive Directors. The Company is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders.

Location of information, if not disclosed in this document:

The company has distinguished its independent non-executive directors on the website oncimmune.com/our-company/board-directors.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.

Application: The Company complies with this provision.

The Non-Executive Chairman and Chief Executive, together with the Remuneration Committee, work throughout the year, with external consultants where necessary and as appropriate, to assess the skills of the Board with a view of whether this produces optimal value and benefit for all stakeholders. The Board are also conscious of achieving a more balanced, representative and diverse board. This area will continue to be monitored.

Location of information, if not disclosed in this document:

The skills and experience of each director is described on the website oncimmune.com/our-company/board-directors.

Further details of how the company complies with this provision has been disclosed in the 2020 Annual Report and Accounts.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

Application: The Non-Executive Directors have been meeting regularly to discuss the effectiveness and performance of the Board, the Executive Director, the non-executives, committees and individuals, as well as succession planning.

Location of information, if not disclosed in this document:

Further details of how the company complies with this provision has been disclosed in the Directors report at pages 34 to 40 of the 2020 Annual Report and Accounts.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours.

Application: The Board believes that good governance and a positive culture are crucial to the successful delivery of the Group’s strategic objectives. Good standards of behaviour start with the Board and we are committed to leading by example. The Directors are also conscious of achieving a more balanced, representative and diverse Board.

Ensuring that the Board is as effective as it can be has been a priority and this will continue. The Board expects members to bring with them the right behaviours and values to enable the Board to operate in a positive and effective manner.

The Board believes in setting the right tone for the Group and seeks to promote a culture that aligns itself with its strategy, stakeholder needs and good governance.

The Non-Executive Chairman and non-executive directors have met with staff and visited our laboratories which provided them an opportunity to hear our colleagues’ views on a variety of matters. These visits continue to play an invaluable part in understanding how the culture is developing and changing throughout the organisation.

Going forward the Board will be setting the agenda to measure and monitor against criteria.

Location of information, if not disclosed in this document:

Further details of how the company complies with this provision has been disclosed in the 2020 Annual Report and Accounts.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board.

Application: The Company complies with this provision.

Location of information, if not disclosed in this document:

Full disclosure of how this is applied is detailed on our website oncimmune.com/investors/corporate-governance.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

Application: The Company complies with the QCA Corporate Governance Code in full and as such:

  1. The Company provides the outcome of shareholding votes in a clear and transparent manner on its website.
  2. Where there have been a significant proportion of votes against a resolution explanation of what actions the company intends to take to understand the voting results and any future action the company will disclosed.
  3. Annual reports and other governance related material is published.

Location of information, if not disclosed in this document:

The Company announces the voting results following its Annual General Meeting. If there is any significant vote against any resolution proposed to shareholders then the Company will disclose this, with appropriate explanation.

The Annual Report and Accounts and other Corporate Governance information can be found on the company’s website oncimmune.com/investors.

Last reviewed: 7th December 2020