Corporate Governance

We are dedicated to maintaining the highest standards of corporate governance throughout our operations and to ensuring that all practices are conducted transparently, ethically and efficiently.

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Governance Overview

Ondine’s Board of Directors (the “Board”) and Senior Management continuously monitor the evolution of the business, understanding that the changing needs of the company will require a systemic review and improvements to our internal controls and procedures in order to ensure long-term growth for all stakeholders.

As part of this assessment, and in compliance with the updated AIM Rules for Companies, we have chosen to formalize our governance policies by complying with the UK’s Quoted Companies Alliance Corporate Governance Guidelines for Small and Mid-Size Quoted Companies (the “QCA Code”).

During our adoption of the QCA Code, the Board understood that the complex nature of the Company’s business operations combined with its stage of development may not allow Ondine to be fully compliant with all aspects of the QCA code.

Governance and Control Environment

Margaret Shaw, Jean Duvall, and Junaid Bajwa chair Ondine’s three key committees, and formally report to the Board Chairman. The Board meets are least four times a year, and includes discussions and reports from its three committees as well as from key senior management, to ensure a holistic monitoring of Ondine’s operations, growth strategy, and business risks. The Chairman is confident that the current Board and its Committees have the correct mix of skillsets that match the company’s current stage of development.

We have established internal controls and processes as well as specific Committees in order to ensure that:

  • the Board and its Committees have the right experience, skillsets, knowledge, and a balance of independence, to allow them to govern and enable long-term growth and stakeholder success
  • Ondine is led by an effective and knowledgeable Board which is collectively responsible for the long-term success of the company
  • the Board establish a formal and transparent arrangement for considering how it applies the corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with Ondine’s auditors.

Board of Directors

The Board of Directors is responsible for ensuring that Ondine provides long-term value to all of its stakeholders. The Board sets out the corporate strategy, provides oversight of senior management, and helps establish, approve, and monitor Ondine’s objectives, budgets, and corporate strategy. By adopting the 10 principles of the QCA Code, the Board believes that we have established a governance foundation that will deliver long-term growth, while maintaining an agile management framework that empowers our team to collaboratively achieve results!

The Honourable Jean Charest is the former Deputy Prime Minister of Canada and the former Premier of the Province of Quebec. With a public service career spanning almost 30 years, Mr. Charest is one of Canada’s best-known political figures; he was first elected to the House of Commons in 1984 and, at age 28, became Canada’s youngest cabinet minister as Minister of State for Youth. As a leader, Mr. Charest has been a strong supporter and promoter of women in politics. In 2006 his government voted legislation that requires gender parity on the boards of the 22 most important state-owned corporations, and in 2007, his 18-member cabinet had an equal number of men and women.

Mr. Charest is a Partner with McCarthy Thetrault in Montréal. Mr. Charest has been a lecturer on political science at Concordia University, and he remains active in public policy and community activities. He obtained his law degree from the University of Sherbrooke in 1980 and was admitted to the Québec bar in 1981.

Ms. Cross was one of the initial founders and financial supporters of Ondine Biomedical Inc. in 1999, and currently serves as Chief Executive Officer of the Company. Ms. Cross sits on the National Research Council of Canada and on the NRC’s Departmental Audit Committee. She serves on the Board of Canadian Light Source (Canada’s synchrotron) and is a Board Member and Treasurer of the International Photodynamic Association. She is a former Board Director of Canada Foundation for Innovation, a Canadian Crown Corporation.

Ms. Cross has over 25 years’ direct experience working with early-stage companies and 30 years’ experience with public market securities. Earlier in her career, Ms. Cross was responsible for managing pension, pooled, mutual, and private client funds as a Vice President with Royal Bank Investment Management Inc. Ms. Cross is a Chartered Financial Analyst (CFA) and has an MBA from York University and an HBA from the University of Western Ontario (Western University).

In 2016, Ms. Cross was awarded the Meritorious Service Cross by the Governor General of Canada for her work developing photodisinfection technologies in Canada. She is also a recipient of the Queen Elizabeth II Diamond Jubilee Medal.

Dr. Loebel serves as President and Chief Technology Officer to the Company, specializing in product research and development, photochemistry, systems integration, and cross-functional team building. His research focus has centred on novel photochemistries, rheological modelling of periodontal disease and tooth mobility, fibre optic waveguide propagation theory, evanescent coupling, and the applications of optical fibres to interferometric sensors.

He has experience in dental and medical product development and manufacturing, corporate management, and business development in public and private market environments. He has authored numerous publications and patents and lectures regularly on antimicrobial photodynamics around the world.

Dr. Loebel was awarded the 2017 Clinical PDT Research Excellence Award by the International Photodynamic Association in Coimbra, Portugal.

Ms. Duvall is Co-Founder and Chair of cell and gene therapy specialist, Trizell Holding, a subsidiary of Ferring Pharmaceuticals. Ms. Duvall co-initiated and drove Ferring’s entry into gene and cell therapy by leading the acquisition of assets and founding of Trizell. She has since grown the company from ~50 to 250 employees, and into a fully integrated group incl. R&D and manufacturing capabilities in Finland, UK, and Switzerland.

Ms. Duvall was previously Executive Vice President at Ferring Pharmaceuticals, where she was responsible for all legal activities on a global basis, serving also as the secretary to the board of directors. With experience in managing pharmaceuticals regulatory changes from a legal perspective, prior to joining Ferring she was general counsel at major drugs firm, Elan Corporation.

Ms. Duvall has a Bachelor of Science degree from Case Western Reserve University and a juris doctor degree from Ohio State University.

Dr. Bajwa is the Chief Medical Scientist at Microsoft Research and a practising NHS physician. He was previously the Global Lead for Strategic Alliances and Solutions for the Global Digital Centre of Excellence at Merck Sharp & Dohme, where he helped shape their global digital strategy, and co-founded “VelocityHealth” as Europe’s first prevention focused digital-health accelerator, in partnership with Telefonica.

Previously, Dr. Bajwa worked across primary care, secondary care, and public health settings in addition to acting as a payor, and policy maker within the UK, where he specialized in informatics, digital transformation, and leadership. He has consulted for health care systems across the US, Australia, New Zealand, Singapore, and Europe, in addition to being seconded by the NHS to work with IBM.

Dr. Bajwa completed his MBA at the Imperial College Business School in London and has studied health strategy and quality improvement at both Harvard and the Institute for Healthcare Improvement in Boston. He is a Clinical Associate Professor at University College London and Visiting Scientist at the Harvard School of Public Health.

Ms. Shaw is a seasoned finance professional with extensive experience in investment management and capital markets. Throughout her career, she has held key leadership positions at prominent Canadian financial institutions, including AGF Funds Inc. and CIBC, where she led high-performing teams and managed portfolios exceeding $700 million.

As a former Chartered Financial Analyst (CFA) and former institutional portfolio manager, Ms. Shaw brings critical financial management skills to the Board, enhancing its ability to navigate current and future financing challenges. She also has a proven track record in strategic planning and risk management. Ms. Shaw previously served on Ondine’s Board from 2009 to 2011 and has a longstanding commitment to the company’s mission to address healthcare challenges through innovative technologies.

   * Independent. ** Senior Independent Director.

Board Committees

The purpose of the Audit & Risk Oversight Committee is to monitor the integrity of Ondine’s financial statements.

Some of the Audit & Risk Oversight Committee’s duties include:

  • monitor the integrity of financial statements;
  • reviewing the accounting policies and reports produced by internal and external audit functions;
  • considering whether Ondine has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;
  • reporting its views to the Board of Directors if it is not satisfied with any aspect of the proposed financial reporting by Ondine;
  • reviewing the adequacy and effectiveness of Ondine’s internal financial controls and internal control;
  • overseeing the appointment of and the relationship with the external auditor.

The Audit & Risk Oversight Committee has four members, all of which are independent non-executive directors. At least one member has recent and relevant financial experience. The members are Margaret Shaw(Committee Chair), Junaid Bajwa, and Jean Charest.

The purpose of the Remuneration Committee is to determine and agree with the Board regarding the framework or broad policy for the remuneration of Ondine’s Chairman and the Executive Directors.

Some of the Remuneration Committee’s duties include:

  • reviewing the compensation structure across the company, including the Board
  • approving targets and performance related pay schemes operated by Ondine

The Remuneration Committee has four members, all of which are non-executive and independent directors. The members are Junaid Bajwa (Committee Chair), Jean Charest, Jean Duvall, and Margaret Shaw.

The purpose of the Nominating Committee is to advise on nominations for Committee members, senior management, and key advisors.

Some of the Nominating & Governance Committee’s duties include:

  • regularly reviewing the structure, size, and composition (including the skills, knowledge, experience and diversity) of the Board and Committee members and make recommendations to the Board with regard to any changes, succession planning and vacancies
  • Review the structure of Ondine’s senior management, assessing any necessary changes to its composition

The Nominating & Governance Committee has two members, all of which are independent non-executive Directors. The members are Jean Duvall (Committee Chair), Margaret Shaw and Junaid Bajwa.

Committee Members

 

Director Audit & Risk Oversight Committee Remuneration Committee Nominating & Governance Committee
Mr. Jean Charest ­ ­  
Ms. Carolyn Cross      
Dr. Nicolas Loebel      
Ms. Jean Duvall   ­ ­
Dr. Junaid Bajwa ­ ­ ­
Ms Margaret Shaw ­ ­ ­

QCA Code

The QCA Code identifies ten principles to be followed in order for companies to deliver growth in long term shareholder value, encompassing an efficient, effective and dynamic management framework accompanied by good communication to promote confidence and trust.

The sections below set out the ways in which we apply the ten principles of the QCA Code in support of Ondine’s medium to long-term success.

Our strategy is focused on positioning Ondine for future growth and creating long-term shareholder value by focusing on the development and broad commercialization of the photodisinfection treatment platform across multiple applications.

Our strategies are developed by the CEO and the senior management team, and subsequently approved by the Board. The management team, led by the CEO, is responsible for implementing the strategy and managing the business at an operational level.

The current strategic objectives include completing a Phase II trial and substantially advancing a Phase III trial.

The key challenges facing Ondine are set out in Part II of the Admission Document and include:

  • Stage of development: Ondine is at an early stage of development, is not currently generating substantial revenues and has a limited revenue generating history to date.
  • Financial resources: Ondine’s future financial capital requirements will depend on numerous factors, including the speed at which we can progress our clinical trials in the US.
  • Clinical Development Risk: The commercialization of Ondine’s intellectual property and the potential applications of its technology platform requires pre-clinical development, product formulation, process development and human consumer/clinical studies that exemplify product claims.
  • Clinical Trial Risk: Following the conclusion of the Phase II trial, and subject to FDA agreement, Ondine and HCA intend to commence and substantially advance a multi-centre Phase III study with up to 15 HCA hospitals. However, outcomes of clinical trials are uncertain and subject to a wide range of factors determining success that are often outside our control.
  • Intellectual Property and Proprietary Technology: Ondine’s business is dependent on its intellectual property. We are focused on maintaining and expanding our intellectual property portfolio. The portfolio includes patent applications, trademarks and know-how. We are actively engaged in the development of products and technology which must be protected by intellectual property rights.
  • Resources: the success of Ondine will depend on our ability to attract and retain talent as well as the financial resources required for growth.

The Board recognizes the importance of engaging with its institutional and private investors. The Chief Executive Officer communicates regularly with shareholders to ensure that matters raised are discussed at Board meetings.

The ways in which we seek to engage with shareholders include:

  • The AGM, which provides an opportunity for the Board to formally meet with shareholders and engage in discussion
  • The Investor Conference Call, which provides feedback to investors and gives the opportunity for any questions or concerns that are raised to be addressed
  • Through RNS announcements
  • Through a regular flow of news announcements to business and trade media on company and product developments
  • An active investor section of Ondine’s website which will include all the required regulatory information, news flow and RNS announcements
  • An external third party to assist with investor relations services and communications.

     

The Board tries to proactively manage shareholders’ expectations and seeks to understand the motivations behind shareholder voting decisions by engaging with the respective shareholders to gain insight into the reasons behind their actions and address any issues.

The people responsible for shareholder liaison and the points of contact for such matters are the:

  • Chief Executive Officer
  • Company Secretary
  • Nomad and Broker
  • PR Company

Details of the above people responsible for shareholder liaison can be found on the Investor Relations Contacts page.

We prioritize our corporate social responsibilities and understand that to fulfill them we need to develop and maintain long-term relationships with all our stakeholders.

Our extensive experience in the healthcare industry has allowed us to develop close relationships with a myriad of stakeholders, including regulators, researchers, and care providers. Senior executives are closely involved in Ondine’s operations, which include ongoing relationship management with the objective of soliciting feedback and seeking to deepen our understanding of the ever-evolving needs and objectives of stakeholders. The findings are incorporated in determining Ondine’s corporate strategy, and short-term and long-term objectives, resulting in a continuous positive feedback loop.

The Board’s objective is to understand all stakeholders’ needs, interests, and expectations by ensuring open channels of communication at all times and openly discussing any challenges. This includes employees, partners, contractors, suppliers, and customers. Our objective is to ensure its dealings with these parties are done in a fair, honest, and transparent manner, focusing on the long-term success of all stakeholders.

We are cognizant of any impact that Ondine’s operations could have on the environment and focus on reducing the environmental footprint of its manufacturing and R&D practices.

The Board believes that the principal risk categories for the business are: stage of development, financial and human resources, clinical development, FDA approval, and intellectual property and proprietary technology. An enterprise-wide risk assessment is performed annually by the Chairman, and formally discussed at the Board level. This register is reviewed quarterly and updated as needed. This is also shared with Ondine’s senior management, who have appropriate discussions with their teams to ensure delegation of key action items.

The principal risks associated with Ondine’s business are set out in our Annual Report and in Part II of the Admission Document dated December 1, 2021, which are both available on the Reports & Documentation page.

The Audit and Risk Committee is responsible for the systems of risk management, overseeing internal control, and for reviewing their effectiveness with recommendations of key changes based on the evolution of the business. The internal controls are designed to mitigate risk, financial misstatements, and loss. The Committee reviews the effectiveness of these controls and re-assesses them annually.

The Board is currently comprised of five non-executive directors and three executive Directors. All five non-executive Directors, including the Chairman and the Senior Non-Executive Independent Director, are independent. Refer to the Board of Directors details for more information.

The Board is responsible to its shareholders for the proper management of Ondine and meets at least four times a year to set the overall direction and strategy, to review regulatory, commercial, operational, and financial performance, and to advise on management appointments. All key operational and investment decisions are subject to Board approval. There is a regular and timely information flow to all directors concerning the Group’s operational and financial performance ahead of scheduled Board meetings.

The Board, led by the Chairman has the necessary skills and knowledge to discharge their duties and responsibilities effectively, setting clear expectations and ensuring stringent measures for corporate governance standards are met particularly in relation to executive remuneration, accountability, and audit. All non-executive directors must commit to a time commitment that represents a sufficient time allocation to fulfill their duties effectively.

The executive and non-executive directors provide a blend of broad commercial, regulatory, medical, and financial services experience, auditing, and investment skills and expertise.

Board Committees

The Board has established Audit & Risk Oversight, Nomination & Governance, and Remuneration Committees.

Committee membership, key strengths and experience, skills and qualifications of each director can be found in paragraph 18 of Part I of the Admission Document dated December 1, 2021, which is available on the Reports & Documentation page.

Details of each director including their relevant experience, skills and personal qualities and capabilities are set out in our Annual Report and in paragraph 18 of Part I of the Admission Document dated December 1, 2021, which is available on the Reports & Documentation page.

The Board considers that all of the non-executive directors are of sufficient competence, and bring considerable experience in regulatory, medical, commercial, operational, public markets, and financial activities. The key executives have a long tenure with Ondine and have intimate knowledge of the operations, market, key risks, and our vision and mission.

The Board regularly reviews the composition of the executive management to ensure that it has the necessary breadth and depth of skills to support the ongoing development of Ondine.

The Chairman, in conjunction with the Company Secretary, ensures that the directors’ knowledge is kept up to date on key issues and developments pertaining to Ondine, its operational environment, and to the directors’ responsibilities as members of the Board.

The Chief Executive Officer has intimate knowledge of the business, regulatory environment, various risks, and the evolution of the industry.

Training is maintained through regular business updates from the executive directors and briefings from external advisers.

During the year advice was received from external professional advisers regarding the AIM listing and the FDA approval process.

The Board conducts an annual evaluation survey, evaluating the Company and its own performance. The results are discussed at the Governance Committee meetings, where a mitigating action plan is devised and subsequently presented to the full Board. Follow-up discussions are held at future Governance Committee meetings, with an annual status update to the full Board. The evaluation is conducted against the following topics:

  • Setting Strategy and Managing Corporate Risk
  • Integrity of Financial Results and Internal Controls
  • Board’s Ability to Function Independently of Management
  • Setting Policies and Mandates
  • Succession Planning and Knowledge of Key Personnel
  • Compensation of Sr. Management and Directors
  • Communication between Sr. Management and Board
  • Effectiveness of the Setup and Operations of the Board and its Committees

A board performance evaluation was performed during the year, with certain recommendations made including a focus on succession planning for key personnel. The Board will continue to review this on an ongoing basis and take the necessary steps to implement the recommendations.

Senior Management and Board appointment is conducted using a skills matrix, which looks at factors such as diversity, core competencies, and sector/industry experiences. This matrix is reviewed by the Nominating & Governance Committee as part of its annual responsibilities.

The Board’s objective is to enable a culture of integrity, transparency, ethics, and high standards, and to ensure all of the Company’s operations are conducted in accordance with these principles.

  • Employees and contractors are remunerated in line with their skills and competencies which are reviewed on an annual basis via an employee performance appraisal program.
  • Ondine’s Policy & Procedures manual is in place which staff are given as part of their induction and can access at all times. Staff are made aware that they must adhere to these at all times and are encouraged to ask questions and seek clarification on anything they are unsure about.
  • Anti-corruption & anti-bribery policy is in place and is readily available on the server.
  • Ondine’s expectation of honest, fair, and professional behaviour is reflected by this and there is zero tolerance for bribery and unethical behaviour by anyone relating to the business.
  • A Whistleblowing policy has been established to enable staff to confidently raise any concerns directly with the Chairman, the Company Secretary or the group’s Audit team. We consider it essential that all staff should be made to feel safe in their environment and therefore have the means available to freely discuss any issues that arise.

These values are exhibited in the written policies and working practices adopted by all employees in Ondine. An open culture is encouraged, with feedback regarding process improvement and culture assessment sought out from all employees.

As such, all employees are expected to conduct themselves in a manner that complies with these principles, to ask questions and raise concerns openly and promptly. The CEO and senior management team monitor Ondine’s cultural environment and seek to address any concerns that may arise, escalating these to board level as necessary.

The Board has overall responsibility for promoting the success of Ondine. The Chief Executive Officer has day-to-day responsibility for the operational management of the Company’s activities. The non-executive directors are responsible for bringing independent and objective judgment to all Board decisions.

The Chairman is responsible for overseeing the running of the Board.

The Chief Executive Officer has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Company.

The Board has established an Audit & Risk Oversight Committee, a Nomination & Governance Committee, and a Remuneration Committee with formally delegated duties and responsibilities. The Board and the Audit Committee meet at least 4 times a year. The other Committees meet at least 2 times a year.

Margaret Shaw, Chair of the Audit & Risk Oversight Committee will have the primary responsibility for reporting financial information to the rest of the board.

Junaid Bajwa, Chair of the Remuneration Committee, will have the primary responsibility for oversight for the human resources and remuneration policies & processes, and reviewing the adequacy and fairness of the Company’s remuneration framework to Senior Management and the Board.

Jean Duvall, Chair of the Governance Committee, will have the primary responsibility of assessing the effectiveness, composition, and performance of the Board and its Committees, and ensuring that the strategic direction of the Company is continuously reviewed.

The governance structure will evolve in the coming quarters as our business continues to grow, this will include:

  • The enterprise-wide risk assessment review will change from annual to quarterly, at the Board level
  • Financial prospects and positions framework will be reviewed quarterly by the Audit
    & Risk Oversight Committee.

We are focused on ensuring we keep open communication channels with our stakeholders, internal and external, and that we provide transparency and openness regarding our dealings. We connect with our investor community through the AGM along with the Investor Conference Call and strive to establish an open forum so that all shareholders have an opportunity to express their thoughts and obtain clarity regarding Ondine’s strategy.

Ondine’s website is regularly updated, and financial reports, notices of general meetings, and other corporate documents are readily available.

The results of voting on all resolutions in future general meetings will be posted to Ondine’s website, including any actions to be taken as a result of resolutions.

Last updated March 28, 2025

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