Establish and maintain the board as a well-functioning, balanced team led by the chair (QCA Principle 6)

Composition

The Board comprises the Chairman, three Non-executive and two Executive Directors. The QCA Code recommends that independent non-executives should comprise at least half of the Board, and the Board is expected to contain a minimum of two independent non-executives.

Different Directors hold the roles of Chairman and Chief Executive and there is a clear division of responsibilities between them. The Chairman is responsible for corporate governance, for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision making and ensuring that the Non-executive Directors are properly briefed on matters. The Chief Executive has responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Group through his management of the Executive Directors and senior managers. The Chief Financial Officer also acts as the Company Secretary as the size and nature of the business activities do not justify a dedicated person or a need to outsource the activity; in this role he supports the Chairman directly on governance matters as well as dealing with legal and regulatory compliance.

The Board’s composition is geared towards the Group’s current stage of development and priorities and will be refreshed as appropriate. The skill set of the Board therefore includes experience in non-executive director/chairman/CEO roles, listed companies, investor relations, fundraising, medical diagnostics, technology development, product development and commercialisation, operating clinical laboratories and laboratory developed tests, CE mark and FDA cleared product approvals and reimbursement.

The Board currently has one female Director and one ethnic minority Director. The Board is confident both that the opportunities in the Company are not excluded or limited by any diversity issues, including gender, and that the Board contains the necessary mix of experience, skills and other personal qualities and capabilities necessary to deliver its strategy. This area will continue to be monitored.

Independence

The Chairman and Non-executive Directors are considered by the Board to be independent of management and free of any relationship which could materially interfere with the exercise of their independent judgement. They do not have a significant shareholding or represent a major shareholder, they receive no remuneration from the Company other than Directors’ fees and occasional consultancy fees, they have no day-to-day involvement in running the business and have never been employees of the Company, they have no personal financial and/or material interest in any other matters to be decided, such as contracts, and they have no conflicts of interests arising from cross-directorships or advisory roles. Each Board meeting starts with a declaration of Directors’ interest to identify potential or actual conflicts of interest. The Board considers that the Non-executive Directors are of sufficient calibre to bring the strength of independence to the Board. The Board has nominated Brian Howlett as Senior Independent Director. Issues can also be raised directly through the normal channels of the Chairman, Chief Executive and Chief Financial Officer and where necessary the Non-executive Directors can be approached directly.

The Chairman Jan Groen joined the Board in November 2018 as a Non-executive Director. He was independent at the time of his appointment and the Board considers that in his role as a Non-executive Chairman he is still independent.

The Non-executive Director Brian Howlett joined the Board in January 2013. He was independent at the time of his appointment and under the previous QCA code he counted as an independent director. The Board considers that his long-standing knowledge and detailed experience of the business are extremely valuable and that the length of tenure does not affect his independence of judgement.

Relevant experience, skills and capability

Directors possess a wide variety of skills and experience:

• Jan Groen, Chairman – expertise in new product development, including development and successful commercialisation of CE marked and FDA cleared diagnostic products and laboratory developed tests in Europe and the USA.
• Andrew Newland, Chief Executive Officer – over 30 years’ experience in setting up, leading and building technology-based businesses, over 20 years leading specialist MedTech businesses, and 15 years in the liquid biopsy space.
• Ian Griffiths, Chief Financial Officer– over 30 years’ experience in finance and technology-based businesses, and 15 years in the liquid biopsy space.
• Brian Howlett, Non-executive Director – extensive commercial operations experience of the MedTech sector.
• Juliet Thompson, Non-executive Director – over 20 years in advising listed healthcare companies in UK and Europe as an investment banker.
• Joseph Eid, Non-executive Director – valuable knowledge and experience in oncology drug development and the use of biomarkers in the clinical trials process and as companion diagnostics.

The Non-executive Directors also serve on other boards in the medical diagnostics sector which gives a broad range of skills, capabilities and experience.

Detailed biographical information on the individual Directors are set out here.

Re-election and election of Directors

In accordance with the Company’s Articles of Association (the Articles), Directors are subject to re-election every three years, and newly appointed Directors are subject to election at the first Annual General Meeting (AGM) after their appointment. However, the QCA Code 2023 recommends an annual election of Directors and, notwithstanding the terms of the Articles, the Directors have decided to adhere to the QCA guidance. Jan Groen, Andrew Newland, Ian Griffiths and Joseph Eid are therefore retiring and seeking re-election at the forthcoming AGM. Juliet Thompson and Brian Howlett have indicated their intention to retire from the Board, and accordingly neither will be offering themselves for re-election at the AGM.

Commitment

Directors are required to allocate sufficient time to the Company to discharge their responsibilities effectively. The Chairman is required to commit approximately three to five days per month. Non-executive Directors are required to commit approximately two to four days per month. Executive Directors work full-time.

Directors’ attendance

The Board has at least eight main Board meetings per year with additional special meetings as required. Meetings have been held as a mixture of face-to-face and by video conference. Certain Directors may be appointed as a Committee of the Board of Directors. Directors’ attendance at Board and Committee meetings during the year ended 31 December 2024 is set out below:

^{* The Board appointed Andrew Newland and Ian Griffiths as a Committee of the Board of Directors in relation to certain meetings associated with the fundraise.}

Scoring represents individual Directors’ attendance for those meetings when they were members of the Board or Committee.

In addition, the Board has other non-Board meetings to discuss strategy, certain meetings with advisors and key business areas with the senior management team.