Corporate Governance Statement

Introduction

The OBD Board seeks to follow best practice in corporate governance as appropriate for a company of our size, nature and stage of development.  As a public company listed on AIM we are cognisant of the trust placed in the Board by institutional and retail investors, employees and other stakeholders.  We recognise the importance of an effectively operating corporate governance framework.

At OBD, the Board has adopted the principles of the 2018 Quoted Companies Alliance Corporate Governance Code - (“the QCA Code”) to support the Company's governance framework.  The Directors acknowledge the importance of the ten principles set out in the QCA Code and this statement briefly sets out how we currently comply with the provisions of the QCA Code and the reasons for any departures from it.

Principle

How we comply with the QCA Code in this area

How and why we do not currently comply, if applicable

1

Establish a strategy and business model which promote long-term value for shareholders

 

OBD has clearly articulated its strategy and business model in the annual report and accounts. Our strategic goals are underpinned by our values: Innovative, Pioneering, Achieving Excellence, Diverse, Professional.

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2

Seek to understand and meet shareholder needs and expectations

The Company recognises the importance of engaging with its shareholders and reports formally to them when its full-year and half-year results are published.

The Board also seeks to engage with shareholders to understand their needs and expectations, primarily through meetings with the Executive Directors, both individually as required (this mainly applies to institutional investors and/or those with significant shareholdings) and at annual general meetings, at which all shareholders are welcome.

The Non-Executive Directors may be contacted by shareholders who wish to raise matters with them, and the Chairman and Independent Non-Executive Director will attend meetings with institutional investors and analysts as required.

Investors may contact the Company directly through the investor enquiries email address noted on the Company’s website.

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3

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

We recognise that we are responsible not only to our shareholders and employees, but to a wider group of stakeholders (including our customers and suppliers) and the communities in which we operate. Whilst we do not have direct contact with patients, ultimately, we aim through our technology to improve outcomes for those who are suffering from diseases with unmet or poorly-met medical needs.

OBD is committed to the highest standards of corporate social responsibility in its activities, as outlined in more detail in the annual report and accounts.

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4

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

The Board has identified what we believe to be a sensible approach to risk management for a company of OBD’s size.

We outline OBD’s approach to risk management and the principal risks we face, along with what we do to mitigate those risks, in our annual report and accounts.

The Company receives regular feedback from its external auditors on the state of its risk management and internal controls.

This area is subject to regular review as our business and the risks we face evolve.

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5

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

The Board includes a balance of Executive and Non-Executive Directors.

The Board’s activities are supported by Nomination, Audit and Remuneration Committees.

All the Directors have appropriate skills and experience for the roles they perform at OBD, including as members of Board Committees.

Further details of the composition of the Board, time commitment required from the Directors and each Director’s attendance at Board and Committee meetings are shown in the annual report and accounts.

Directors are subject to re-election at least every three years.

The Company is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders and will consider the requirement for additional Non-Executive Directors as the Company fulfils its growth objectives.

 

Whilst all of the Non-Executive Directors offer robust challenge and support to the Executive Directors and are committed to representing the interests of all shareholders, at present, our judgement is that we only have one independent Non-Executive Director, Alison Kibble.

This is because:

  • Steven Diggle represents a significant shareholder (Vulpes Life Sciences Fund)

  • David Williams was party to a material business transaction with the Company at the time of its IPO in 2016, through Wentworth Limited, of which he is the beneficial owner.

6

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

The Nomination Committee is responsible for identifying and assessing the suitability of candidates to fill vacancies on the Board, and also for assessing the appropriateness of the size and composition of the Board as OBD develops.

The Board currently comprises three Executive and three Non-Executive Directors with an appropriate balance of sector, financial and public market skills and experience.

More details of the skills and experience of the Directors are provided in the annual report and accounts. The experience and knowledge of each of the Directors gives them the ability to constructively challenge the strategy and to scrutinise performance. The Board has access to external advisors where necessary.

TheBoardand Committees receive training as appropriate. In particular, the members of the Audit Committee receive technical updates fromthe Company’s external auditorsto keep them abreast of the latest accounting, auditing, tax and reporting developments.

The Directors also receive regular briefings and updates from the Company’s NOMAD in respect of continued compliance with the AIM Rules, the Market Abuse Regulation.

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7

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

An annual review of the effectiveness of the Board is conducted through questionnaires and interviews with the Chairman.

The performance of individual executive directors is reviewed by the Remuneration Committee, with more details provided in the annual report and accounts.

The Nomination Committee is responsible for succession planning of the executive leadership team and makes recommendations to the Board for the re-appointment of any Non-Executive Directors if and when necessary. Succession planning is reviewed on an ongoing basis alongside the capability of the senior management and Directors.

We expect to provide more detailed information on the evaluation cycle adopted and the ways in which this has been updated on the Company’s website over the next year and in our next annual report and accounts.

8

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

OBD’s ethical values are set out in our annual report and accounts.

Our employee handbook, which is read by all employees as part of their induction, provides further specific detail of the policies in place to promote and support ethical behaviour and values.

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9

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

The roles and responsibilities of specific Directors and Board Committees, as well as the list of matters reserved for the Board, are available on our website.

The Board meets formally at least four times per year. Each Committee has terms of reference outlining the specific responsibilities delegated to it.

The terms of reference of each Committee can be downloaded below:

The appropriateness of the Board’s structures and processes are reviewed through the ongoing Board evaluation process and on an ad hoc basis by the Chairman together with the other Directors, and these will evolve in parallel with the Company’s objectives, strategy and business model as the Company develops.

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10

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

The Company communicates progress throughout the year through Regulatory News Service announcements and in more detail in its interim financial statements and annual report and accounts.

Results of shareholder votes are made public on the Company’s website after the meetings concerned.

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