Overview
As Chairman of the Board of Directors (Directors or Board) of EDX Medical Group Plc (Company) (Group) (EDX), it is my responsibility to ensure that EDX has both sound corporate governance and an effective board. As Chairman, my responsibilities include effectively leading the Board, supervising the Company’s corporate governance approach, engaging with shareholders, and ensuring that excellent information flows freely and in a timely way between the executive and non-executive directors.
EDX has adopted the provisions of the Quoted Companies Alliance Corporate Governance Code (QCA Code), which requires companies to adopt and comply with each of the principles or explain non-compliance. Here follows a short explanation of how the Company applies each of the principles. This is also described in further detail in the Corporate Governance Report section of the Company’s latest Annual Report which can be found here.
The Board is in its “transition year” for the application of the updated version of the QCA Code published in 2023 and explanation has been provided below where it is not currently applying its principles in full. During the next twelve months the Company will endeavour to develop any practices required to fully comply with the new requirements.
The Board believes that corporate governance is more than just a set of guidelines; rather it is a framework which underpins the core values for running the business in which we all believe, including a commitment to open and transparent communications with stakeholders. We believe that good corporate governance improves long-term success and performance. We will provide annual updates on our compliance with the QCA Code.
QCA CODE PRINCIPLES
1. ESTABLISH A PURPOSE, STRATEGY AND BUSINESS MODEL WHICH PROMOTESLONG-TERM VALUE FOR SHAREHOLDERS
The Board of Directors has determined that the Group’s growth strategy will deliver the greatest medium and long-term value to its shareholders.
The Group’s purpose and plans for growth are centred on extending and improving quality of life through smart testing. EDX provides individuals and organisations with reliable, high-performance tools and services for predicting and managing disease. The Group creates, develops and validates digitally enabled diagnostic products and services to help predict disease risk, inform clinical decision-making and accelerate the development of new medicines in the areas of cancer, cardiovascular and infectious diseases. EDX is actively introducing a range of innovative new diagnostic tests. These digitally enabled products and services will set new standards in risk assessment.
A more detailed description of the Group’s purpose, strategy and business model is set out in the Strategic Report of the Annual Report. The Group’s strategy is reviewed, assessed and revised at Board meetings as required.
EDX will also continue to create value through acquisition, partnerships and strategic investments.
2. PROMOTE A CORPORATE CULTURE THAT IS BASED ON ETHICAL VALUES AND BEHAVIOURS
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Group as a whole, which in turn will impact the Group’s performance. The Directors are aware that the tone and culture set by the Board will impact all aspects of the Group and the way that advisers or other representatives behave. The corporate governance arrangements that the Board has adopted are designed to instil a firm ethical code to be followed by directors, advisers, and representatives alike throughout the organisation.
The Group strives to achieve and maintain an open and respectful dialogue with its professional advisers, regulators, suppliers, and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate strategy. The Directors consider that, at present, the Group has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Group has adopted a code for directors’ dealings in securities which is appropriate for a Group whose securities are traded on AIM, a market operated by the London Stock Exchange, and is in accordance with the requirements of the UK Market Abuse Regulation (MAR).
In accordance with the QCA Code the Board monitors and promotes a healthy corporate culture and assesses the state of the culture at present through weekly team meetings as well as annual one to one meetings between a Board member and each employee, the last such meetings were held in March 2025.
3. SEEK TO UNDERSTAND AND MEET SHAREHOLDER NEEDS AND EXPECTATIONS
We believe that a mutually trusting relationship between shareholders and the Board is vital for a well-governed organisation to fulfil its commercial goals. As a result, the Board provides clear and transparent information to shareholders about our financial position and strategy.
EDX seeks to provide effective shareholder communications through periodic financial reports, along with Regulatory News Service announcements and trading updates published on this website.
The Board prioritises reviewing the efficacy of shareholder interactions on a regular basis and ensuring that efforts are taken to increase engagement based on shareholder feedback. The Board also interacts with shareholders through official meetings such as the annual general meeting (AGM), which allows the Board to meet, listen to, present and provide information to shareholders.
4. TAKE INTO ACCOUNT WIDER STAKEHOLDER AND SOCIAL AND ENVIRONMENTAL RESPONSIBILITIES AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS
We recognise that the Board is responsible not only to its shareholders, but to a wider group of internal (members of staff) and external (customers, suppliers, regulators and others) stakeholders. EDX acts with integrity and values its people, from its members of staff to those who form the communities with which it engages. The Board has put in place a range of processes and systems to ensure there is close oversight and contact with its key resources and relationships.
The Board is kept up to date on wider stakeholder feedback in order to be informed about stakeholder viewpoints on crucial issues for them and our business. Due to the current size and stage of development of the Group, we consider our impact on our stakeholder network and wider society to be minimal. Further information on stakeholders is included in the s. 172 statement in the Strategic Report within the Annual Report. At Board meetings, the Directors consider their responsibilities under s.172 of the Companies Act 2006 in all decisions taken, as set out in the s. 172 statement in the Strategic Report.
5. EMBED EFFECTIVE RISK MANAGEMENT, INTERNAL CONTROLS AND ASSURANCE ACTIVITIES, CONSIDERING BOTH OPPORTUNITIES AND THREATS, THROUGHOUT THE ORGANISATION
The Board is responsible for determining the nature and extent of significant risks that may have an impact on our operations, and for maintaining a risk management framework.
The Board has carried out a robust assessment of the principal risks and uncertainties affecting our business, considered how these could affect operations, performance and solvency and what mitigating actions, if any, can be taken. The Risk Management Report in the Annual Report outlines the principal risks to the business.
The Audit and Risk Committee has been delegated responsibility for monitoring risk management systems, to ensure an effective system of financial controls is maintained to support timely and accurate reporting of financial information for review by the Board and the Group’s external auditors.
6. ESTABLISH AND MAINTAIN THE BOARD AS A WELL-FUNCTIONING, BALANCED TEAM LED BY THE CHAIR
The Board is currently comprised of a independent non-executive Chairman, Jason Holt, Senior Independent Director, Professor Trevor Jones and three executive directors: Deputy Chairman, Martin Walton, Dr Michael Hudson and Professor Sir Chris Evans. Both Jason Holt and Trevor Jones are deemed independent by the Board. Neither have any business dealings or material relationship with the Group other than their director appointments.
We note that the QCA Code advises that at least half of the Board should be independent non-executive directors, with a minimum of two independent non-executive directors. As noted above, Jason Holt and Trevor Jones are considered independent. We feel that the current composition of the Board is appropriate and suitable given the size and stage of development of the Group. The Group believes that the directors have wide-ranging experience in relevant sectors, providing the ability to deliver the Group’s strategy for the benefit of shareholders over the medium and long term. They also have an extensive network of relationships to reach key decision-makers to help achieve their strategy.
We note that the Audit and Risk Committee, which is Chaired by Martin Walton (who has recent relevant financial experience), with the other member being Chris Evans, is not comprised of a majority of independent non-executive directors as required by the QCA Code. However, in view of the size of the Board and stage of the Group’s development, the composition of the Audit and Risk Committee is currently deemed appropriate. This will, however, be kept under regular review.
Biographies of the Board can be found here.
The Board has a duty and legal obligation to further the Group’s interests while also establishing corporate governance frameworks. The Chairman is ultimately responsible for the strategy and quality of corporate governance.
Directors are required to commit as much time as deemed reasonably appropriate to conduct their duties. Conflicts of interest are monitored and dealt with effectively. The Board is aware of its directors’ other responsibilities and interests, and any changes are communicated to and, where appropriate, agreed upon by the rest of the Board.
7. MAINTAIN APPROPRIATE GOVERNANCE STRUCTURES AND ENSURE THAT INDIVIDUALLY AND COLLECTIVELY THE DIRECTORS HAVE THE NECESSARY UP-TO-DATE EXPERIENCE, SKILLS AND CAPABILITIES
The Group’s governance structures are appropriate for a Group of its size. The Board also meets regularly, and the directors continuously maintain an informal dialogue between themselves. The Chairman is responsible for the effectiveness of the Board as well as primary contact with shareholders, while the execution of the Group’s investment strategy is a matter for all Board members. The Board delegates authority to two Committees to assist it with accomplishing its business objectives and maintain a strong system of internal control and risk management. The Committees meet separately from the Board. The current Governance structure is outlined below:
Audit and Risk Committee
The Audit and Risk Committee comprises of Martin Walton as chair and Chris Evans as a member. The committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on.
Remuneration Committee
The Remuneration Committee is chaired by Trevor Jones, with Jason Holt as a member. The committee reviews the performance of the Board and makes recommendations to the Directors on matters relating to their remuneration and terms of employment.
The remuneration committee is also responsible for making recommendations to the Directors on proposals for the granting of share awards and other equity incentives pursuant to any share award scheme, LTIP or equity incentive scheme in operation from time to time.
Considering the size of the Board, the Directors do not consider it necessary to establish a Nomination Committee, however the Directors will keep this under review.
The Group believes that the directors have wide-ranging experience in relevant sectors, providing the ability to deliver the Group’s strategy for the benefit of shareholders over the medium and long term. They also have an extensive network of relationships to reach key decision-makers to help achieve their strategy.
EDX’s Company Secretary, One Advisory Limited (One Advisory), assists with ensuring that Board procedures are followed and that the Group complies with all applicable rules, regulations and obligations governing its operation, as well as helping the Chairman maintain excellent standards of corporate governance. One Advisory also provides support and assistance with MAR compliance and shareholder meetings.
There is no formal process to keep directors’ skill sets up to date. However, directors are encouraged to undertake additional training where required. The Group’s lawyers, auditors, company secretary and nominated adviser provide regular updates on governance, financial reporting and the AIM Rules for Companies and the Board is able to obtain advice from other external bodies when necessary.
The executive directors will be evaluated against predefined targets and their personal and professional development requirements will be addressed as part of our performance and development assessment process. The Chairman will be encouraged to discuss any personal growth or training requirements with the Board.
8. EVALUATE BOARD PERFORMANCE BASED ON CLEAR AND RELEVANT OBJECTIVES, SEEKING CONTINUOUS IMPROVEMENT
The Remuneration Committee is responsible for the internal evaluation of the Board, the committees and individual directors and this is undertaken on a regular basis in the form of peer appraisal and discussions to determine effectiveness and performance against targets and objectives. As a part of the appraisal, the appropriateness and opportunity for continuing professional development, whether formal or informal, is discussed and assessed.
In accordance with the Matters Specifically Reserved for Decision By the Board, the Board (rather than the Remuneration Committee) are responsible for undertaking a formal annual evaluation of the Board’s performance, that of its committees, the Chairman and individual directors, and the division of responsibilities.
9. ESTABLISH A REMUNERATION POLICY WHICH IS SUPPORTIVE OF LONG-TERM VALUE CREATION AND THE GROUP’S PURPOSE, STRATEGY AND CULTURE.
EDX’s remuneration policy is designed to support the delivery and attainment of the Company’s purpose, business model, strategy, and culture. We are committed to applying the recommendations of the QCA Code, QCA Remuneration Committee Guide and the Investment Association’s Principles of Remuneration. Further details on the Company’s remuneration policy can be found in the Remuneration Committee Report within the Annual Report.
10. COMMUNICATE HOW THE GROUP IS GOVERNED AND IS PERFORMING BY MAINTAINING A DIALOGUE WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders in compliance with regulations applicable to companies whose securities are traded on AIM. Shareholders are encouraged to attend the Company’s AGM, where they are given the opportunity to interact with the Directors.
Investors also have access to current information on the Group through this website and via any of the directors, who are available to answer investor relations enquiries.
Investors also have access to the Company’s Admission Document and other governance-related material, including annual and interim reports, here, together with regulatory announcements and Group presentations.
The Board maintains that if a resolution is passed by a general meeting with 20% or more votes against it, the Board will investigate the reason for the result and take appropriate action if necessary.
Jason Holt
Chairman | EDX Medical Group Plc
