Corporate governance


Statement of compliance with the 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 requirement for 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. The Company is currently reviewing the updated Code published by the QCA in 2023 and intends to migrate to this new Code from its financial year beginning 1 September 2024.

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 John Goold (Chair) and Sally Waterman. 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 aims to meet at least twice a year.

The members of the Remuneration Committee are Sally Waterman (Chair) and Alistair Macdonald. 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 aims to meet at least twice a year and otherwise as and when necessary.

Alistair Macdonald
Non-Executive Chairman

Compliance with the QCA Code

The QCA Code comprises ten principles, which are used by Oncimmune to ensure it maintains appropriate corporate governance standards.

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

Oncimmune is a precision medicine company, specialising in analysing immune interactions through the autoantibody profile. Taking a platform approach to generating insights, Oncimmune is partnering with global pharmaceutical and biotech companies, as well as contract research organisations (CROs) to discover novel biomarkers for the development of more targeted and effective therapies across many immune-mediated diseases.

Oncimmune’s strategy and business model is set out in its Annual Report (Annual Reports page), as well as in its regular updates to the market made through RNS (Regulatory News page).


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

Oncimmune welcomes shareholder engagement.

Oncimmune regularly provides business updates to shareholders and the market through RNS and through the use of platforms such as Investor Meet Company. In addition, the Company welcomes shareholders to make enquiries ahead of its Annual General Meeting and to engage with the Company at any other time. Shareholders can contact the Company by email to

Oncimmune’s management team meets with analysts and brokers throughout the year.


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

Oncimmune recognises the importance of its wider stakeholders to the sustainability of its business. The Oncimmune’s Directors behave and carry out their activities to promote the long-term success of the Group for the benefit of Oncimmune’s shareholders, employees, partners, customers, suppliers and other stakeholders such as regulatory authorities.

Oncimmune engages with stakeholders to reflect their insights and views when making decisions on strategy, delivering operational effectiveness, driving initiatives and delivering outcomes.

The culture and values promoted by the Oncimmune create a focus on observing and maintaining high standards of regulatory compliance, quality control and business conduct whilst promoting Oncimmune’s long-term success. Oncimmune’s mission is clearly set out in its Annual Report (see Welcome page of the 2023 Annual Report), as are its corporate values (see page 12 of the 2023 Annual Report).  The impact of the Oncimmune’s activities on the environment and community and how these enhance social value are described in the “Environmental, social and governance” section of Oncimmune’s Annual Report.

Oncimmune has built and maintained relationships with shareholders, advisers and suppliers. Oncimmune has taken steps to develop and strengthen them through dialogue and engagement. These relationships are regularly monitored at by Oncimmune’s Board.


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

Oncimmune maintains registers of its key risks, including Commercial Risks, Corporate Risks, Finance Risks, Regulatory Risks and Service Provision Risks.  These registers are regularly monitored and reviewed by senior management.

The outcome of the risk management process is captured in the Annual Report in the ‘Principal risks and uncertainties’ section at pages 18 and 19 of the 2023 Annual Report and details of Oncimmune’s financial risk management are set out in Note 29 to Oncimmune’s 2023 Financial Statements.


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

The Board is led by the Non-Executive Chairman and comprises of four members; the Non-Executive Chairman, one Executive Director and two Non-Executive Directors who are considered Independent Non-Executive Directors. 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.

Full details of Oncimmune’s Board are set out in it Annual Report, more specifically at pages 20 to 24 of the 2023 Annual Report.


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

Ensuring that Oncimmune’s Board is as effective as it can has been a priority, and this will continue. Oncimmune expects members of its Board to bring with them appropriate behaviours and values to enable the Board to operate in a positive and effective manner. The Board is conscious of the need to assess the performance of the Board, ensuring it is operating effectively and for the benefit of all stakeholders.

Three of the four current members of Oncimmune’s Board were appointed during the financial period ended 31 August 2023 or thereafter.  Prior to their appointment the skills and experience of each Director were assessed by Oncimmune to ensure that these were appropriate and would add value to the Board. Each newly appointed Director was also vetted and trained by the Company’s Nominated Adviser prior to appointment.


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

The constitution of Oncimmune’s Board is relatively new, with three of the four current members of Oncimmune’s Board being appointed during the financial period ended 31 August 2023 or thereafter.  The Board’s effectiveness is regularly considered by the Company’s Chair and will be assessed formally in the financial period ending 31 August 2025, to allow sufficient time for new Board members to gain experience on the Company’s Board.


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

Oncimmune has established three core Corporate Values:

Lead with science – We champion a culture where every decision, every innovation, and every solution is rooted in rigorous scientific principles. We lead with unwavering dedication to excellence, where top quality science is at the core of what we deliver to our customers, driving advancements that will set industry standards.

Unite to create an impact – The key to our success is the close relationship we have as a team and our partners. At every level, we grow relationships with our colleagues and partners, aiming high to make an impact for all stakeholders across the life science ecosystem.

Enjoy the challenge – We challenge ourselves, our colleagues and our partners to find new and better ways to realise the potential of our science, with each drop adopted a clear Code of Conduct which guides its corporate behaviour.

Oncimmune has in place clear corporate policies setting out appropriate standards of business practices and behaviour, including a Code of Business Conduct and Ethics, Anti-bribery Policy, Whistleblower Policy, Equal Opportunities Policy and Dignity at Work Policy.

Oncimmune has formalised its environmental, social and governance (ESG) goals by adopting an ESG Policy and implementing a strategy to deliver the objectives set out in the policy.  Oncimmune reports on this strategy in its Annual Report and Accounts (Annual Reports page).


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

Oncimmune believes that a robust corporate governance structure delivers long-term growth and protects shareholder value.  Full details of Oncimmune’s corporate governance structure are set out in its Annual Report and Accounts (Annual Reports page).


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

Oncimmune communicates with its shareholders through various methods, including:

  • its Annual Report and Accounts;
  • Final Results and Interim Results announcements;
  • its Annual General Meeting and other General Meetings which may be held throughout the year;
  • the use of on-line meeting platforms such as Investor Meet Company;
  • one-to-one meetings between senior management and shareholders as required; and
  • issuing regular and appropriate announcements and updates through RNS and RNS Reach.

Last reviewed: 24th April 2024