Corporate Governance Statement

1

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

YES

OBD’s strategy and business objectives are underpinned by the Group’s values: Innovative, Pioneering, Achieving Excellence, Diverse, Professional. The Group’s strategy and business model are set out in the Strategic report in the most recent annual report and accounts, as are OBD’s approach to risk management, and key risks and their mitigation.

2

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

YES

Each member of the Board acknowledges his role, alongside other members of the Group’s Senior Management Team, in creating the Group’s culture and setting expectations of appropriate ethical values and behaviour for all staff. The Directors seek to promote and support such values and behaviour in the way they lead the Group as a whole.

The Group’s employee handbook, which is read by all employees as part of their induction, sets out in detail the Group’s values and ethical policies, including its anti-bribery, standards of business conduct, whistleblowing, equal opportunities, recruitment, health and safety, training, grievance, share dealing and other policies. The Directors demonstrate their commitment to such a culture by considering in detail, including by seeking and following external professional advice, the impact of their actions on all of the Company’s stakeholders.

The Strategic report and s172(1) statement in the most recent annual report and accounts provide further detail on the policies in place to promote and support ethical behaviour and the Group’s values, and how these align with the Group’s objectives, strategy and business model.

3

Seek to understand and meet shareholder needs and expectations

YES

The Board engages with the Company’s shareholders throughout the year and reports formally to them when its full-year and half-year results are published.

The Board ensured that as many shareholders as possible had the opportunity to take part in the Company’s fundraisings in April 2024 and January 2025, through the PrimaryBid and WRAP platforms.

Fundraising roadshows and other meetings with investors offer a valuable opportunity to receive clear feedback from institutional and other significant shareholders on their expectations for the future direction of the Company.

The Executive Directors and Chairman seek to understand the needs and expectations of shareholders, primarily through online and in-person meetings. Individual meetings are generally held with institutional or significant shareholders and analysts. All shareholders are welcome to attend and ask questions at webinar presentations advertised on the Group’s website and at annual and other general meetings.

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

Investors may contact the Company directly through its investor relations email address: investorrelations@oxfordbiodynamics.com.

4

Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

YES

The Board recognizes that it is responsible for considering the needs of a wide range of stakeholders in the decisions it takes, including the Company’s shareholders and employees, its customers and suppliers and the communities in which the Group operates.

The Group’s customers comprise several groups including doctors, payors, healthcare systems, researchers and, importantly, patients – all with specific requirements and areas of focus.

The Group seeks to follow best practice by:

• treating all stakeholders fairly;
• developing and launching reliable, high quality products;
• communicating openly and honestly all information relevant to shareholders and stakeholders;
• providing safe, secure and healthy working conditions for all employees;
• considering and minimising the environmental impact of its activities;
• promoting equality, diversity and inclusion; and
• observing the laws and regulations of each country in which it operates.

5

Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

YES

The Board has implemented what it considers to be a sensible approach to risk management for a company of OBD’s size.

The Board maintains a corporate risk register, considering ‘macro’ risks faced by the business and determining appropriate responses to these risks. This is subject to regular review and update. The Group also follows detailed prescribed risk assessment and management processes for its ISO-and CLIA-certified facilities and activities.

The Group has implemented a system of internal controls which include:

• direct management of the day-to-day activities of the Group by the Executive Directors;
• clearly defined lines of responsibility and delegated authority;
• a comprehensive system for consolidating financial results from Group companies and reporting these to the Board each month;
• annual revenue, cost, and capital budgets, which are reported against and reviewed regularly during the year;
• financial control policies and procedures including hierarchical dual authorisation of purchases and payments and segregation of duties;
• detailed, computerised quality and project management systems;
• internal audits of ISO-certified activities; and
• Audit Committee approval of audit plans and published financial information, review of reports from the external Auditor (including regarding Auditor independence and on matters arising from the audit) and consideration of the Group’s approach to financial risk management.

6

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

NO (because of the balance of independent non-executives as noted opposite)

The Board, led by the Chairman, is responsible to the shareholders and sets the Group’s strategy for achieving long-term success. The Board is ultimately responsible for the management, governance, controls, risk management, direction and performance of the Group and ultimate responsibility for the quality and effectiveness of the Board lies with the Chairman.

The Board is currently led by an Executive, rather than a Non-Executive Chairman. Whilst not proscribed by the QCA Code, the Board acknowledges that investors will be particularly mindful of the level of independence on the Board whilst this is the case and expects the current mix of roles to be a temporary one.

From the 2025 AGM, all Directors have been subject to annual re-election, in line with the recommendations of the QCA Code (2023).

The Board does not currently consider more than half of its members to be independent non-executives, nor is the Board considered sufficiently diverse.

7

Maintain appropriate governance structures and ensure that individually and collectively the Directors have the necessary up-to-date experience, skills and capabilities

YES

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 the Group develops.

Directors’ skills and experience are summarised here. Those Directors who maintain professional accreditations are subject to ongoing requirements for undertaking continuing professional development (CPD). All Directors receive briefings and updates from the Company’s advisers on matters relevant to their roles.

8

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

YES

The Board completed its most recent formal evaluation process during the year to 30 September 2024. This review drew on the outcomes of the previous evaluation process, completed during the year ended 30 September 2022, in order to identify any areas for improvement in how the Board performs as a Group.

The main areas for development that were identified were the balance of the Board with respect to independence, diversity and to a lesser extent, particular skills and experience and facilitation of training for, and site visits by, Non-Executive Directors.

9

Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

YES

The Remuneration Committee is responsible for setting the framework and broad policy for the remuneration of all executive directors.

The Remuneration Committee’s terms of reference specify that the objective of the remuneration policy shall be to promote the long-term success of the Company, the remuneration policy should have regard to the risk appetite of the Company and alignment to the Company's long-term strategic goals; and that a significant proportion of remuneration should be structured so as to link rewards to corporate and individual performance and designed to promote the long-term success of the Company.

10

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

YES

As noted against QCA Principle 3 above, the Directors typically meet or communicate with institutional shareholders during the year as required. In addition, all shareholders are encouraged to attend webinars (as advertised on the Company’s website and in regulatory announcements) on the release of preliminary and interim results and the Company’s annual and any other general meetings, at which the Group’s activities are considered and shareholders’ questions answered.

Dialogue with other stakeholders (including employees, customers, suppliers and regulatory and governmental bodies) is maintained through various formal and informal means, principally by Executive Directors and Senior Management Team members.

General information about the Group is also available throughout this website (www.oxfordbiodynamics.com), where there is an overview of the activities of the Group, links to its dedicated product websites, up-to-date information on its corporate governance, all recent Company announcements, copies of annual reports and interim results statements and circulars sent to shareholders.

Results of shareholder votes are made public on the Company’s website after the meetings concerned. None of the resolutions proposed at any of the eight annual general meetings held by the Company to date had a significant proportion (more than 20%) of votes cast against them.

The work undertaken by of each of the Board’s sub-committees during each year is detailed in their reports in the Group’s annual reports and accounts.

The Non-Executive Directors are available to discuss any matter stakeholders wish to raise and may be contacted by emailing investorrelations@oxfordbiodynamics.com.