Key QCA Principles

In this section we outline our approach to addressing some of the key principles of the QCA Corporate Governance code.

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

The Company’s business model is focused on helping big pharma and biotech clients to reduce costs and optimise outcomes of their oncology R&D though modelling and analysis of client and other data.  In particular, the Company leverages its own in-house technology, Virtual Tumour™, which is specifically focused on predicting the effects of combination drug treatments.  The Company operates mainly on a fee for service basis but is also open to other arrangements such as risk-based milestones and licensing although these have not formed a material part of the Company’s revenues historically.  In addition to its commercial business the Company engages in grant driven projects which do not generate profit but which provide valuable “paid for” R&D which can then be leveraged through the Company’s commercial activities.  The Company aims to deliver shareholder value by increasing the number and value of its commercial clients and by increasing the amount and value of grant projects and by investigating the commercial potential of new areas such as personalised medicine.  The Company believes that its strategy will be effective in helping it to meet challenges such as competitive pressure and the rapid pace of technological change in the pharmaceutical industry.

2. Seek to understand and meet shareholder expectations

The Company maintains a dedicated email address which investors can use to contact the Company which is prominently displayed on its website together with the Company’s address and phone number.  The Company holds an annual general meeting (“AGM”) to which all members are invited and during the AGM, time is set aside specifically to allow questions from attending members to any board member.  As the Company is too small to have a dedicated investor relations department, the CEO is responsible for reviewing all communications received from members and determining the most appropriate response.  In addition to these passive measures, the CEO typically engages with members through a roadshow once or twice each year and the Company subscribes to the InvestorMeetCompany online investor relations platform.

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

In addition to members, the Company believes its main stakeholder groups are its employees and clients.  The Company dedicates significant time to understanding and acting on the needs and requirements of each of these groups via meetings dedicated to obtaining feedback (see principle 2 above).

In addition, the Company has a close relationship with the University of Oxford and the Oxford University Hospitals NHS Foundation Trust. Prof Mark Middleton, who leads oncology research at these institutions is an advisor to the Company and has been a collaborator on several grant projects.  The relationship with the Company is mutually beneficial as the University and NHS Trust also has a mandate to encourage and collaborate with local businesses.

With regards corporate social responsibility, there is little direct impact of the Company’s day-to-day activities however the Company is proud that its overarching goal is to support the treatment of cancer, a disease that has a profound impact on society.

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

The Company maintains a register of risks across several categories including personnel, clients, competition, finance, technical and legal.  For each risk we estimate the impact, likelihood as well as identify mitigating strategies.  This register is reviewed periodically as the Company’s situation changes and as a minimum annually.  During such reviews, each risk category is considered by the Directors with a view to understanding (i) whether the nature, impact or likelihood of any risks has changed, (ii) whether the mitigating actions taken by the Company should change as a result and (iii) whether any new risks or categories of risk have arisen since the last review.  The Company’s risk register is reviewed by its auditor as part of its annual audit process, providing a degree of external assurance as to the suitability of its risk management strategy.

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

The board of Physiomics Plc currently comprises two Executive Directors, two independent Non-Executive Directors and a secretary (non-director).  The board meets at least monthly for one day (except August) and all current board members have attended all board meetings in the current financial year (since their appointment).  Each Director is re-elected to the board on a rotating basis by a vote of members at the Company’s AGM.

Executive Directors are employees of the Company.  Non-Executive Directors’ contracts require that directors dedicate a minimum of one day per month. In addition, non-executive directors may provide additional paid consulting services at rates specified in their contracts.

The Company notes that, following the departure of the former Chairman, Dr Paul Harper, in February 2022, Dr Jim Millen has fulfilled the roles of both Executive Chairman and CEO.  Since then, however, the Company has taken on two new independent Non-Executive Directors, providing a more balanced ratio of executive and non-executives on its board.  The Company’s board composition, and in particular the role of Chairman, will continue to be reviewed by the new expanded board over the course of the current financial year, and the Board is cognisant of the guidance in the QCA Code regarding separation of the roles of Chairman and Chief Executive Officer.

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

The current Directors of the Company, together with their experience, skills, and personal qualities relevant to the Company’s business are outlined below:

• Dr Jim Millen (Executive Chairman & CEO) joined Physiomics in April 2016, bringing over 15 years’ experience in pharmaceuticals and biotechnology gained at a number of blue-chip global companies as well as smaller UK-based organisations. At Allergan, Jim was responsible for corporate development in its Europe, Africa and Middle East region where he was pivotal in expanding the Company’s geographical footprint before moving to a senior role responsible for commercial strategy and market access. Prior to that, at GSK, Jim held business development roles of increasing responsibility including within the Company’s innovative Centre of Excellence for External Drug Discovery. Jim has also supported a number of smaller companies in fund raising and strategic partnering activities. Over the course of his career he has completed an array of deals worth many hundreds of millions of dollars, spanning licencing, acquisition, divestment, development and commercialisation. Jim studied medicine at Queens’ College, Cambridge University and qualified as a doctor from the London Medical School. He holds an MBA from INSEAD. Jim’s ability to develop and grow businesses and drive towards ambitious goals is of great value in his role as CEO.
• Dr Christophe Chassagnole (COO) has been involved in systems biology and bio-computing projects since the mid-nineties, with experience in both academic and industrial environments. His Doctorate was achieved at the Victor Segalen-Bordeaux II University, and then he held a post doctorate position with IBVT at Stuttgart University. Before Joining Physiomics Dr Chassagnole worked in France as a senior researcher for CRITT Bio-Industries (Toulouse) for 3 years. He joined Physiomics in May 2004 as project leader to develop the technology portfolio of the Company. He was appointed Chief Operating Officer of Physiomics in May 2007, in this capacity he has initiated and supervised the development of the Virtual Tumour™ technology. Christophe remains the main source of scientific knowledge on the biology of cancer and modelling/simulation as it relates to drug development.  Christophe maintains his knowledge through regular literature reviews and is highly valued by clients for this reason.  Christophe is also responsible for managing the Company’s R&D activities and in particular of our initiative in personalised medicine.
• Dr Tim Corn (NED) qualified in medicine at King’s College Hospital and, after becoming honorary Consultant and Senior Lecturer, joined the pharmaceutical industry in 1983. He has held senior positions in both big and small pharma as well as at the MHRA and became CMO of several small but highly successful venture-backed companies, such as EUSA Pharma and Zeneus Pharma.  He has played a key role in more than twenty regulatory approvals in the USA and Europe, is the author of more than forty scientific publications, and was elected Fellow of both the Faculty of Pharmaceutical Medicine and the Royal College of Psychiatrists.  Tim currently serves as Trustee of Nerve Tumours UK, and as CMO of Nodenza Inc.
• Mr Shalabh Kumar (NED) is a proven business executive with over 30 years of experience within the life sciences consulting and services industry. Shalabh co-founded, and subsequently was the Chief Executive Officer of Kinapse, a life sciences consulting and outsourcing service provider. The company was later acquired by Syneos Health® (Nasdaq: SYNH) after growing to employ over 600 people across UK, India and US. Prior to that he has worked in Accenture, Gillette (Procter & Gamble) and Unilever. More recently, Shalabh has been working as an independent strategy consultant and angel investor in the life sciences industry, working with biopharmaceutical companies, life sciences services and technology companies and private equity firms. Recent roles include Chairman of the board of Clustermarket Ltd, a lab software start-up; independent strategy consultant to the life sciences R&D group of Accenture plc (NYSE: ACN); and Global Head of Services at Navitas Life Sciences, a technology-backed life sciences contract research organisation.
• Anthony Clayden, of Strategic Finance Director Ltd (Secretary) is Head of Finance and Company Secretary with over 23 years’ experience directing or advising over 40 high growth potential businesses of differing size and complexity and brings broad experience of strategic, operational, and financial matters.  His career encompasses numerous businesses in the life sciences and healthcare sector including 6 years as Chief Financial Officer of AIM quoted Futura Medical Plc where he was involved in its IPO and a series of placings. Previously, Anthony worked with KPMG and PwC on a range of corporate finance matters including fundraisings, company sales and acquisition advice. Anthony has a B.Sc. (Hons) in Natural Sciences from Durham University and is a Qualified Chartered Accountant. Although Anthony is not a Director of the Company, he provides invaluable advice on all matters financial.

The Company holds annual briefings for the board covering regulations that are relevant to their role as Directors of an AIM-quoted company.

The Company has not to date sought external advice on keeping Director’s skills up to date but believes that their blend of past and ongoing experience provides them with the relevant up to date skills needed to act as board members for a small company.

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

Evaluation of the performance of the board has historically been implemented in an informal manner.  The board will review and consider the performance of each Director at or around the time of the Company’s annual general meeting.

On an ongoing basis, board members maintain a watching brief to identify relevant internal and external candidates who may be suitable additions to or backup for current board members, however, the Directors consider that the Company is too small to have either an internal succession plan and that it would not be cost effective to maintain an external candidate list prior to the need arising.

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

The board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value.  The Company maintains and annually reviews a handbook that includes clear guidance on what is expected of every employee and officer of the Company.  Adherence of these standards is a key factor in the evaluation of performance within the Company, including during annual performance reviews.  In addition, staff matters are a standing topic at every board meeting and the CEO reports on any notable examples of behaviours that either align with or are at odds with the Company’s stated values.  The Directors believe that the Company culture encourages collaborative, ethical behaviour which benefits employees, clients and shareholders.  The Directors further believe that all employees and consultants have worked in line with the Company’s values during this financial year.

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

The board of the Company, together with its sub-committees, is responsible for the following:

• The setting of and execution of the overall strategy of the Company;
• The setting of financial targets and monitoring of the Company’s performance vs these targets on a monthly basis;
• The preparation and approval of interim and final results for the Company;
• The commissioning and oversight of the audit of the Company’s full year results;
• The preparation and approval of the Company’s annual report;
• The preparation of resolutions to be voted upon in the Company’s Annual General Meeting;
• Approval of regulatory communications;
• The setting of guidelines for remuneration of employees, Directors and consultants, including where appropriate long-term incentives such as share option schemes;
• The approval and oversight of any changes to the capital structure of the Company such as the raising of capital through placings;
• The identification, evaluation and monitoring of key strategic risks to the Company’s business; and
• The employment of key officers and Directors of the Company (the latter as recommendations to be voted on at the Company’s AGM).

The key board roles are as follows:

• Chairman: The primary responsibility of the chair is to lead the board effectively and to oversee the adoption, delivery and communication of the Company’s corporate governance model. The chair is also responsible for making sure that the board agenda concentrates on the key issues, both operational and financial, with regular reviews of the Company’s strategy and its overall implementation
• CEO: Charged with the delivery of the business model within the strategy set by the board.  Works with the chair in an open and transparent way.  Keeps the chair and board up-to-date with operational performance, risks and other issues to ensure that the business remains aligned with the strategy

The board has two sub-committees appointed by the board of Directors.  They are as follows:

• Audit Committee: The Committee meets to consider matters relating to the Company’s financial position and financial reporting. The Committee reviews the independence and objectivity of the external auditors, Shipleys LLP, as well as the amount of non-audit work undertaken by them, to satisfy itself that this will not compromise their independence. Details of the fees paid to Shipleys LLP during the current accounting period are given in the notes to the accounts.  The Audit Committee currently comprises Dr Tim Corn and Dr Christophe Chassagnole, with Strategic Finance Director Ltd (Company Secretary) attending as secretary
• Remuneration Committee: The Remuneration Committee has been established primarily to determine the remuneration, terms and conditions of employment of the Executive Directors of the Company. Any remuneration issues concerning Non-Executive Directors are resolved by this Committee and no Director participates in decisions that concern his own remuneration. The Remuneration Committee comprises Dr Tim Corn and Dr Jim Millen, with Strategic Finance Director Ltd (Company Secretary) attending as secretary

Finally, the Company gives regular consideration to how best to evolve its governance framework as it grows.

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

On the Company’s website shareholders can find all historical RNS announcements, interim reports and annual reports.  Annual Reports and Annual General Meeting Circulars are made available to all registered shareholders or nominees via electronic shareholder communication system managed by the Company’s registrar and results of Annual General Meeting votes are also published on the Company’s website.  The Company’s website allows shareholders and other interested parties to sign up to a mailing list to enable them to directly receive regulatory and other Company releases.  As described earlier, the Company also maintains email and phone contacts which shareholders can use to make enquiries or requests.

Document last updated: 27 Sept 2022