Corporate Governance

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 AIM Compliance Committee, the Audit Committee and the Remuneration Committee with formally delegated rules and responsibilities.

The Audit Committee is comprised of Tim Bunting, Julian Hirst, Anna Lisa Jenkins and is chaired by Andrew Unitt. 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 Remuneration Committee is comprised of Andrew Unitt, Meinhard Schmidt, Carsten Schroeder and is chaired by Tim Bunting. 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.

The AIM Compliance Committee is comprised of Meinhard Schmidt, Andrew Unitt and is chaired by Richard Sharp. The AIM Compliance Committee ensures, inter alia, that procedures, resources and controls are in place to ensure AIM Rules for Companies compliance within the Company are operating effectively from time to time. The AIM Compliance Committee meets at least twice a year and at such other times as the members of the committee shall agree.

The Directors acknowledge the importance of the ten principles set out in the QCA Code and, in this section, the Group’s current approach to complying with those principles is set out. Further information on our compliance with the QCA Code will be provided in our next annual report.

Meinhard Schmidt
Non-Executive Chairman

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 3 to 8 of the 2018 Annual Report and Accounts.

 

2. Seek to understand and meet shareholder needs and expectations

 

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. The Company meets with analysts and brokers throughout the year.

For further information:

Oncimmune Holdings plc
Adam Hill, Chief Executive Officer
Geoffrey Hamilton-Fairley, Vice-Chairman
contact@oncimmune.co.uk

Zeus Capital Limited (Nominated Adviser and Joint Broker)
Andrew Jones, Ben Burnett
+44 (0)20 3829 5000

Bryan, Garnier & Co Limited (Joint Broker)
Phil Walker, Dominic Wilson
+44 (0)20 7332 2500

Berenberg (Joint Broker)
Toby Flaux, Charlotte Sutcliffe
+44 (0)20 3207 7800

Media enquiries:
Consilium Strategic Communications
Chris Gardner, Matthew Neal, Lindsey Neville
Oncimmune@consilium-comms.com
+44 (0)20 3709 5708

 

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

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

 

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

 

The Company complies with this provision and the disclosure explaining the Company’s business model and strategy, including key challenges in their execution. will be set out in the 2018 Annual Report and Accounts.

The board consult 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.

 

The company’s business model and strategy has been explained in the 2018 Annual Report and Accounts.

Key advisors to the company are listed on the website http://oncimmune.com/about/

 

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

 

The Company complies with this provision. The Company produces and maintains a risk register that is presented to the Board and discussed throughout the year. The identified risks are prioritised and categorised and as such this allows the Board and the executive directors to assess what mitigating actions they consider appropriate.

 

The principal risks were disclosed in the 2018 Annual Report and Accounts.

 

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

 

The Company complies with this provision.

The Board is led by the Chairman and comprises of the Chairman, Vice-Chairman, Chief Executive Officer and Chief Financial Officer and six non-executives, four of whom are considered to be independent. The 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 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 has distinguished its independent non-executive directors on the website http://oncimmune.com/about-oncimmune/board-of-directors/.

The time commitment and number of meetings attended by directors for the year commencing 1 June 2018 will be disclosed in 2019 Annual Report and Accounts.

 

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

 

The Company complies with this provision.

The Chairman and Chief Executive together with the Remuneration Committee work throughout the year with external consultants assessing the skills of the Board with a view of whether this produces optimal value and benefit for all stakeholders. As such the board has been strengthened in key functional areas since last year. The board are also conscious of achieving a more balanced, representative and diverse board. This area will continue to be monitored.

 

The skills and experience of each director is described on the website http://oncimmune.com/about-oncimmune/board-of-directors/

Further details of how the company complies with this provision has been disclosed in the 2018 Annual Report and Accounts.

 

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

 

The non-executive directors have been meeting regularly to discuss the effectiveness and performance of the Board, the executive directors, the non-executives, committees and individuals; as well as succession planning.

It is the intention of the Company within the current year to formalise this more and:

1) Measure performance of the board, committees and individuals against criteria. The criteria will include
a) quality of board papers
b) ability to debate
c) suitable skills and experiences
d) learning and development
e) succession
f) Promoting a strong culture
g) Listening to stakeholders and where appropriately acting
2) The Company anticipate that the evaluation procedure will improve in time.
3) The expectation is that the non-executive directors will continue to regularly discuss the effectiveness and performance of the executive directors regularly and during the year. In addition, a formal review will occur at least once a year.

 

Further details of how the company complies with this provision has been disclosed in the 2018 Annual Report and Accounts.

 

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

 

Good standards of behaviour start with the Board and we are committed to leading by example.

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

Until now the Board have not specifically had a cultural agenda, however. informally it has sought to promote a culture that aligns itself with its strategy, stakeholder needs and good governance.

During the year, the 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.

 

Further details of how the company complies with this provision has been disclosed in the 2018 Annual Report and Accounts.

 

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

 

The Company complies with this provision.

 

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

 

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

 

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.

 

For all voting results after 1 June 2018 the company will disclose results on its website.

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