Corporate Governance

Overview of corporate governance

Scancell recognises the value of good corporate governance in ensuring robust decision-making, accountability and effective risk management, and as a means of creating longer-term shareholder value by improving and sustaining performance.

As an AIM-listed company, Scancell Holdings Plc and its subsidiaries (“Scancell”, “we” or the “Company”) follow the principles of the Quoted Companies Alliance Corporate Governance Code (2023), or the “QCA Code”. The QCA Code is a flexible set of principles designed to help growing companies run better, for their staff, investors, partners and the wider stakeholder community.

Our corporate governance disclosures are for Scancell’s investors to assess, and the QCA does not police compliance with its code. We welcome feedback on disclosures from investors and encourage queries to be submitted on this website at https://scancell.co.uk/contact-us/. When submitting a query, investors should select “Investor Enquiry” under the Enquiry Type drop-down menu.

Our approach to the ten key governance principles defined in the QCA Code is set out below.

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

Scancell’s purpose is to leverage its proprietary research, built up over many years of studying the human adaptive immune system, to generate novel medicines to treat significant unmet needs in cancer. Our business model and strategy are focused on our four technology platforms: Immunobody^®, Moditope^®, GlyMab^® and AvidiMab^®.

Scancell’s business model is to address unmet needs in cancer by:

• using “off-the-shelf” immunotherapies with unique receptors to target activated antigen presenting cells
• using tumour-specific monoclonal antibodies to redirect immune cells or drugs.

By advancing research and clinical development with these immunotherapies, we aim to show safety and efficacy in our immunotherapies and antibodies to patients, healthcare authorities and providers, and biopharmaceutical companies.

Our strategic objectives to create medium to long-term value for shareholders are:

• to translate our innovation and creativity into increased and durable responses in patients without compromising safety, addressing hard-to-treat cancers
• to generate clinical data sufficient to support further trials and regulatory approval
• to form development partnerships or pursue commercial sale of our products thereafter
• to generate further preclinical data for our antibodies and to enter revenue-generating arrangements involving the development of potential products.

The Board determines the success of Scancell’s strategy by assessing the expected value to the Company of collaborations, and by measuring the progress of clinical trials against their expected timelines, safety metrics and efficacy targets.

The Company’s strategy is further explained in the Chair’s statement and Strategic Report of our most recent Annual report and financial statements, which are available on this website at https://scancell.co.uk/financial-info/.

Key challenges for the business include obtaining financing sufficient to complete development of our potential products and overcoming potential obstacles to the generation of clinical data. A list of risks and how these are mitigated are further detailed under “Principal risks and Uncertainties” within the Strategic Report of the most recent Annual report and financial statements, which are available on this  website at https://scancell.co.uk/financial-info/. Our values aimed at protecting the company from unnecessary risk and securing our long-term future are also set out under Principle 2 (“Promote a corporate culture”) below, and internal controls to address such risk are outlined under Principle 5 (“Embed effective risk management”) below.

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

Scancell is committed to a responsible and ethical corporate culture to support its purpose, strategy and business model outlined above. Its desired company culture is centred on:

• integrity and open stakeholder engagement
• wellbeing and development; and
• a sense of shared purpose.

This culture is pursued through a variety of board and management initiatives.

• The Company’s strategy and objectives are guided by our values and culture. Objectives are communicated to employees each year and subsequently measured, monitored and assessed by the Board at its meetings.

(Integrity and open stakeholder engagement; a sense of shared purpose)

• Scancell regularly holds Town Hall meetings to further communicate its strategy and performance, and to ensure continued staff engagement.

(Integrity and open stakeholder engagement; a sense of shared purpose)

• Shareholder and stakeholder updates on the execution of the Company’s strategy, and the Board’s decisions and their impact, are set out in press releases, interviews, and at shareholder meetings and AGMs.

(Integrity and open stakeholder engagement)

• Regular communication is maintained with key suppliers, collaborators, clinical trial investigators, medical professionals and regulatory authorities.

(Integrity and open stakeholder engagement; a sense of shared purpose)

• Scancell promotes its purpose of addressing unmet needs in cancer to prospective investors and job applicants, emphasising the benefits that its research can bring to patients and society.

(A sense of shared purpose)

• Employee goals and development are assessed through an appraisal process and the Company consults with independent advisors to ensure remuneration and incentives are fair.

(Wellbeing and development)

• Employees are provided with other short and longer-term benefits including annual bonuses, share options, health and dental coverage and pension contributions.

(Wellbeing and development)

• All staff experience a defined induction process and are familiarised with the Company’s staff handbook, which provides guidance on a variety of employee matters and outlines ways in which concerns may be raised in confidence.

(Wellbeing and development; a sense of shared purpose)

• The Group has whistleblowing procedures and prevention policies in place against fraud, bribery and kickbacks.

(Integrity and open stakeholder engagement)

• Training and professional development opportunities are also scheduled through modules and tasks in the Company’s training portal, and through external providers.

(Wellbeing and development)

• Scancell promotes a positive health and safety culture throughout the business to ensure that employees and contractors consider welfare matters while at work and make an effective contribution towards maintaining and improving health and safety standards.

(Wellbeing and development; a sense of shared purpose)

• Employees are further supported by a trained mental health and first aid team, a perk scheme offering access to workout videos, and through the provision of filtered water and fresh fruit.

(Wellbeing and development)

3. Seek to understand and meet shareholder needs and expectations

Scancell encourages two-way communication with both its institutional and private investors and endeavours to respond promptly to queries received. The Chairman, Chief Executive Officer and independent directors lead the Board’s governance initiatives, encouraging regular communication and proactive engagement with shareholders, while ensuring key views are communicated to the Board.

In addition to press releases and public interviews with executive directors, key Board messages are conveyed in interim and annual reports. The Board also recognises the Company’s AGM as an important opportunity to meet shareholders and to provide an update on the Company’s strategy and other matters. The directors provide further time to listen to the views of shareholders and answer questions on a less formal basis following the AGM.

If voting decisions are not in line with the Company’s expectations, the Board will engage with relevant shareholders to understand and address any contributing issues. The Chairman coordinates this and is the point of contact at the AGM. The Chief Financial Officer (who also serves as Company Secretary) is the initial point of contact in relation to pre- and post-AGM matters regarding shareholder resolutions and other shareholder matters, including Company interviews and press releases. Shareholders are encouraged to use the website at: https://scancell.co.uk/contact-us/. When submitting a query, shareholders should select “Investor Enquiry” under the Enquiry Type drop-down menu.

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

The Company identifies the resources and relationships on which it relies through its business model and Board analysis. The advancement of its immunotherapies and antibodies requires sufficiently trained employees, external expertise, and strong relationships with: public and specialist biotechnology investors, healthcare authorities, patients, medical professionals, collaboration partners, and suppliers. Scancell is committed to engaging with and maintaining good relations with these key stakeholders.

The Board and Scancell’s senior management are responsible for engagement with such stakeholders, and the Chief Executive Officer and Chief Financial Officer ensure that the Chairman and other Board directors are informed of matters arising from stakeholder engagement.

The Company obtains feedback from its stakeholders on a regular basis and through various means including:

• Annual appraisals for all staff and regular meetings between staff and senior management to discuss business related issues
• Meetings involving all Scancell employees every two months
• Employee engagement surveys, a defined staff induction and exit process, and a staff handbook
• Clear formal and informal channels for employees to submit concerns in confidence under the Company’s policies
• Regular meetings with key suppliers, partners and external investor relations providers
• Queries and communication submitted using the contact form on the Company’s website
• Interviews, healthcare conferences, investor meetings and events, and AGMs
• Clinical investigator site and staff monitoring visits and engagement with medical professionals and key opinion leaders
• Regular correspondence and scheduled meetings with health, regulatory and other authorities.

Key feedback obtained through the above methods or other means is relayed to the Company’s leadership and discussed at scheduled meetings, and significant items are then added to the agenda for the next Board meeting. Outcomes resulting from Board discussions or decisions are recorded in Board minutes and communicated, where relevant, using means such as those outlined above, or when required by regulation or of material significance to investors and the public, by press release and announcement using the Regulatory News Service for the London Stock Exchange.

Significant changes that have resulted from employee feedback include:

• More frequent meetings for the whole company and more regular internal communications
• A more clearly defined set of criteria for performance and objectives.
• The provision of appreciable, low-cost benefits including dental cover, a small rewards scheme, and other wellbeing perks.

Significant changes that have resulted from other stakeholder feedback include:

• Increased focus on the potential of non-dilutive revenue generating partnerships as a means of financing
• Key leadership recruitment to enable the Company to reach value inflection points sooner
• More frequent communications and enhanced social media presence
• A new Company website and improved presentation in the Annual Report.

Scancell is committed to environmental and social matters and considers that the matters most directly linked to its principal activities are material to the Company. Scancell’s main activities have pioneered innovative cancer treatments easily accessible to patients in areas of high unmet need, demonstrating low toxicity, durable responses and improved survival in key trials to date. The Company’s key performance indicators for its lead trials are the target response rates and safety levels set out in the respective trial protocols. In its reporting to date, Scancell has surpassed such rates and recorded no dose limiting toxicities in dose escalation trial participants.  Further information about the Company’s progress with patients is outlined in the Company’s press releases and within the Strategic Report of its Annual Reports, which may be found on this website at https://scancell.co.uk/financial-info/.

Beyond public health, the Company continues to operate at the University of Nottingham, ranked one of the world’s greenest universities, and at the Oxford Science Park, which is committed to a sustainable, collaborative equal environment for innovative companies and operates a “fair usage policy”.  Scancell also considers the potential environmental impact when selecting other suppliers.

Scancell’s proportion of women at Board and leadership level significantly exceeds that of comparator companies, as well as the majority of all companies, and there is also greater age diversity in these positions. In addition, the Company has a higher-than-average proportion of females and employees from a minority ethnic background across the organisation. Scancell updated its ESG policy and held its first employee engagement survey in the second half of 2024.

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

As a clinical stage immunotherapy biotech company, Scancell depends on effective risk management and internal controls to execute its strategy. Clinical trials are expensive with an uncertain outcome, and earlier-stage research programmes may initially show promise but fail to yield viable product candidates or positive results at a later stage. As a result, the Company must be prepared to accept and manage a high degree of risk to fulfil its purpose. The Board has several internal controls in place to understand and manage the key risks facing Scancell.

The Board assesses the principal risks and assesses the severity and likelihood of impact of such risks at scheduled meetings. These risks are maintained in a corporate risk register, which is periodically reviewed and updated for current and emerging items.

Actions to reduce, circumvent or otherwise address risks are embedded in the Company’s objectives, which are further communicated to employees at meetings. Specific projects are then monitored by development teams and management on a regular basis. The progress of teams and the Company against objectives is periodically assessed by the Company’s leadership and Board to ensure its strategy remains appropriate and viable, and remedial actions or appropriate strategy changes are also identified, where applicable.

The Board and Executive Directors have established an organisational structure for the Company, including clear lines of accountability. The Board is further supported by committees covering Audit, Remuneration, Governance and Nominations.

The Governance and Nominations Committee reviews the structure, size and composition of the Board, together with skills, knowledge, experience and diversity, succession planning, review of leadership needs and identification, evaluation and nomination of candidates to fill Board vacancies. Where new Board appointments are considered, the searches and Board appointments are conducted primarily by considering objective criteria against a candidate’s merit. The Committee considers the Board’s need for diversity and succession planning, and the Board also discusses other key roles and succession planning at its meetings.

The members of the Governance and Nominations Committee are Dr Jean-Michel Cosséry (Chair), Dr Ursula Ney and Susan Clement Davies.

The Audit Committee is responsible for the relationship with the Group’s external auditor, and for reviewing the Group’s financial reporting and internal financial controls. Under the oversight of this committee, Scancell has implemented controls covering key financial processes. The Audit Committee also reviews material accounting policies, significant accounting estimates and sources of estimation uncertainty, the going concern status of the Group, and where applicable, other significant and unusual transactions.

The Audit Committee is also required to assess the auditor’s independence, including: a review of non-audit services provided to the Group and related fees; discussion with the auditor of a written report detailing all relationships with the Group and any other parties that could affect independence or the perception of independence; a review of the auditor’s own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including regular rotation of the audit partner; and obtaining written confirmation from the auditor that, in their professional judgement, they are independent. The Audit Committee is satisfied that the external auditor is independent in the discharge of their audit responsibilities.

The members of the Audit Committee are: Susan Clement Davies (Chair), Dr Jean-Michel Cosséry and Dr Ursula Ney. The Committee meets at least twice per year.

Scancell relies on internal expertise when assessing its financial controls. The Company does not have a full internal audit function and does not engage third parties to provide assurance over the effectiveness of controls. There are inherent limitations in any system of internal control and accordingly even the most effective system cannot provide complete assurance with respect to the preparation of financial reporting and the safeguarding of assets. Where determined necessary, Scancell engages external experts to advise on specialist areas.

While not currently material to its purpose and strategy, the global crisis of climate change represents an emerging business risk to Scancell and the Company is considering further measures it may take to reduce its carbon footprint. These risks and opportunities to implement strategic objectives in the area of climate change are considered by the Board under its overall risk framework outlined further above.

Further detail on the principal risks and uncertainties to the business, and the way in which Scancell mitigates these are set out in the Strategic Report of our most recent Annual report and financial statements.  Detail regarding the Audit Committee’s formal assessment of Scancell’s auditor’s independence is provided in the Audit Committee’s Report within the Corporate Governance Report of the Annual report. This information can all be found at: https://scancell.co.uk/financial-info/. Information regarding the Remuneration Committee and the Company’s Remuneration Policy is set out further below under Principle 9 (“Establish a remuneration policy”).

6. Establish and maintain the Board as a well functioning, balanced team led by the Chair

The Board comprises a Non-Executive Chairman, three Executive Directors and four Non-Executive Directors. Two of the Non-Executive Directors, Dr Ursula Ney and Susan Clement Davies are Independent Directors.

The Board has a broad range of skills and capabilities required to direct the Company. These include sector-specific experience in business development and research and development, as well as more general finance, accounting and business management skills. The current directors and the relevant experience, skills and capabilities that they have brought to Scancell’s Board agendas during the year are outlined on this website at: https://scancell.co.uk/about-us/#team. Our Annual report also provides information about appointments and Board meeting attendance during the year at: https://scancell.co.uk/financial-info/. The Board has assessed that the information outlined above demonstrates a strong range of skills, backgrounds, and experience to adequately oversee the medium to long-term strategy of Scancell.

The Board meets regularly to consider strategy, performance, approval of major expenditure, and the framework of internal controls. In addition, the Executive Directors meet on a weekly basis – in person or on scheduled calls – to discuss operational matters. To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to directors in advance of Board meetings, and the Company Secretary ensures that the Board’s procedures are followed and that applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is a matter for the Board as a whole. In addition, procedures are in place to enable the directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. Subject to the terms of the Executive Directors’ service contracts, directors may be retired by rotation and are proposed for re-election by the Shareholders at Annual General Meetings on a three-year cycle, as required by the Articles of Association. Any newly appointed director holds office until the next Annual General Meeting and shall then be eligible for election.

Under their employment contracts, Executive Directors must seek permission from the Board if they wish to take on additional employment or roles. These restrictions do not exist for Non-Executive Directors, who are required to keep the Board informed of any changes in other positions held and ensure other roles do not represent a conflict of interest. Non-Executive Directors are remunerated solely for their time commitment, rather than performance.

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

The Board has procedures to ensure each director keeps their skillset up-to-date. These include training and presentations from external advisors at Board meetings and continuous professional development initiatives for the Company’s executive directors. The knowledge and skills Board members obtain both from participation in Company meetings and from their other external appointments also leads to synergies.

The Board regularly engages external advisors for guidance on legal, remuneration, and business matters, particularly when the Company considers major transactions and related parties. The role of advisors depends on the transaction or matter they are engaged for, but it typically involves outlining the significant legal or regulatory requirements that the Board should consider, and providing advice regarding industry and market practice.

The Board is supported by the Audit Committee, Remuneration Committee and Governance and Nominations Committee. Further detail on these committees is provided under Principle 5 (“Risk management, internal controls and assurance activities”) above. The roles and responsibilities of the Chair, CEO and other directors regarding shareholder engagement is outlined above under Principle 3 above (“Shareholder engagement”). The executive directors’ role in engaging wider stakeholders, including employees, is outlined above in Principle 4 (“Wider stakeholder interests”).

The roles of the Chair, CEO and the other directors in engaging shareholders and other stakeholders has evolved by increasing the frequency and quality of communication with these groups. Principle 3 (“Shareholder engagement”) and Principle 4 (“Wider stakeholder interests”) outline and provide examples of this evolution.

Information about evaluation of the Board’s performance, including assessment of the quality and timeliness of information it receives and the effectiveness of the design and implementation of its own decision-making processes, is provided under Principle 8 (“Evaluate board performance”) below.

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

The Board assesses the Chair’s performance and potential improvement opportunities, as well as development or mentoring needs of individual directors and the senior management team, on a regular basis and at least annually.

The Board conducts further internal annual evaluations every two years, which include assessment of the quality and timeliness of information the Board receives and the effectiveness of the design and implementation of its own decision-making processes. These reviews are centred on the Company’s strategic objectives, the level to which these have been achieved, and the specific impact the Board’s activity and decisions have had on these objectives and achievement. Most recent reviews found that appointments had brought an increased focus measurable criteria and that an additional independent appointment of a non-executive director could be beneficial. The Company may also consider the benefits of an external evaluation, keeping its available resources and shareholder value in mind.

The process for succession planning conducted by the Governance and Nomination Committee is outlined above under Principle 5 (“Risk management, internal controls and assurance activities”).

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

The Company has a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director is involved in deciding their own remuneration. The Remuneration Committee meets at least once a year and typically more frequently. The Committee is responsible for setting the remuneration policy of the Executive Directors, including terms of employment, salaries, any performance bonuses and share option awards. The Executive Directors also consult the Committee in relation to the remuneration of senior employees and staff share option schemes. The remuneration of the Non-Executive Directors is determined by the Board as a whole.

The Remuneration Committee consults with the Board and its other committee members when assessing performance against Company targets. The Company’s pay structures for senior management are simple and aligned with pre-agreed objectives, and the Company ensures that participants are aware of how their pay is determined to ensure that the Company’s desired corporate culture of integrity and open stakeholder engagement is achieved. The Company also uses external advisors when determining appropriate remuneration.

The Company’s remuneration structure and practice support the delivery and attainment of the Scancell’s purpose, business model, strategy and culture as follows:

• The Remuneration Committee benchmarks compensation against market information to ensure that remuneration packages are competitive and sufficient to recruit and retain first class leaders.
• Most Company objectives are centred around measurable milestones in the development of Scancell’s immunotherapies and antibodies for further trials or outlicensing, or the Company’s level of resources available to meet such milestones.
• Bonuses payable are determined by reference to both individual objectives and the Company’s overall success, ensuring that what affects Scancell’s prospects affects the remuneration of all employees
• Objectives and the Company’s level of success in achieving these are communicated to all employees
• The Company has provided “cost of living” salary increases and offers private health, dental and other employee perks
• The Company has established pay bands within which employee’s salaries can increase as an individual’s performance improves

The members of the Remuneration Committee are: Dr Ursula Ney (Chair), Dr Jean-Michel Cosséry and Susan Clement Davies.

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

For information on the dialogue and reporting mechanisms between the Board and its shareholder base and other key stakeholders, please see Principle 2 (“Seek to understand and meet shareholder expectations”) and Principle 3 (“Take into account wider stakeholder interests”) above.

A significant challenge the Company has experienced in the last year was material uncertainty over going concern and the Company’s funding requirements. The Board addressed this challenge by making the decision to raise further funds for ongoing operational expenditure. The Company’s most recent financial interim and annual reports outline the Board’s progress on financing the Company and other challenges facing Scancell. These can be found at: https://scancell.co.uk/financial-info/.

All shareholder resolutions, including both ordinary and special resolutions, were passed at the most recent AGM. The resolutions can be found under the section “Annual General Meeting” at https://scancell.co.uk/documents-presentations/. There were no cases where a significant proportion of votes were cast against a resolution.

Shareholders may also find the company’s annual reports (including the most recent corporate governance, audit committee and remuneration committee reports), investor presentations and other governance-related materials, including notices of all general meetings of the last five years at:  https://scancell.co.uk/financial-info/ and https://scancell.co.uk/documents-presentations/.

UK City Code on Takeovers and Mergers

The Company is subject to the UK City Code on Takeovers and Mergers.

This information last updated 13 August 2025