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.

Ondine is a life sciences company revolutionizing how health-care professionals protect patients against infections amidst the rising tide of antimicrobial resistance.

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.

The Board monitors alignment between the Company’s purpose, strategy and culture through regular reporting from senior management, including updates on employee engagement, performance management and organizational development initiatives. In 2025, the Board oversaw a comprehensive HR framework enhancement to ensure alignment with Ondine’s strategic priorities and values.

The Board monitors corporate culture through regular reporting from senior management, including updates on employee engagement, recruitment, retention and performance management. Metrics such as employee turnover and organizational development progress are reviewed periodically.

In 2025, the Board oversaw a comprehensive HR review and transformation programme, which included enhancements to compensation structures, recruitment processes and performance management systems. This initiative was reported to and monitored by the Board to ensure alignment with the Company’s values and strategic objectives.

Any cultural or organizational issues identified through management reporting are addressed through targeted action plans, with progress reviewed at subsequent Board meetings.

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 AGM provides an opportunity for the Board to formally meet with shareholders.

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

Ondine recognizes the importance of its wider stakeholders to the sustainability of its business. Ondine’s Directors behave and carry out their activities to promote the long-term success of Ondine for the benefit of Ondine’s shareholders, employees, distributors, customers, patients, clinical trial participants, suppliers and other stakeholders such as regulatory authorities.

The Board receives information on stakeholders views through a range of mechanisms, including clinical and commercial updates, regulatory interactions, employee reporting and feedback from investor engagement activities.

Ondine has built and maintained relationships with its stakeholders, and Ondine has taken steps to develop and strengthen them through dialogue and engagement.
During 2025, Board decision-making was influenced by stakeholder considerations which informed the Company’s strategic direction and resource allocation in its clinical trial prioritization and commercial market focus.

The Board recognizes the increasing importance of environmental, social and governance (ESG) considerations in managing risk and delivering long-term value. Climate-related risks are considered as part of the Company’s enterprise risk management framework, including potential impacts on supply chain and operational continuity.

The Company monitors these factors through internal reporting and operational oversight.

The Board is responsible for maintaining an effective system of risk management and internal controls to support the Company’s strategy and safeguard shareholder value.

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 Board is currently comprised of two Executive Directors and four independent Non-Executive Directors as described by the QCA code. The non-executive chair is responsible for running the Board.

The Executive Directors work full-time with the Company, and the Non-executive Directors commit the necessary time for the execution of their responsibilities, which at a minimum requires the following annual commitment: 4 Board meetings, 4 Audit Committee meetings, 2 Governance Committee meetings, and 2 Remuneration Committee meetings. Additional Board calls are held on an ad hoc basis.

During 2025, the Board held five scheduled meetings. The Audit & Risk Committee held four meetings, the Remuneration Committee held three meetings, and the Governance Committee held two meetings. Director attendance at these meetings is set out in the table on page [x].

During 2025, Mr. Mike Farrar resigned from his position as Non-Executive Director following his appointment as the Interim Permanent Secretary of the Northern Ireland Executive Department of Health.

Our Non-Executive Director group has a diverse mix of skills and experience gained through their many years in senior positions across multiple industries and sectors. The Directors are responsible for ensuring their skillsets are kept updated as required. As part of its annual assessment, the Board considers the balance of skills, experience, independence and knowledge of the Group on the Board and its diversity, and other factors relevant to the evaluation of its effectiveness.

During 2025, the Board reviewed its skills matrix to ensure that it maintains an appropriate balance of clinical, regulatory, commercial and financial expertise as the Company advances its development and commercialization activities. As part of this review, the Board identified a need to further strengthen its commercial expertise to support the Company’s growth and market expansion.

Where new Board appointments are considered, the search for candidates will be conducted, and appointments made, on merit, against the skills matrix and with due regard for the benefits of diversity on the Board.

There were no changes to committee composition during the year.

The Board conducts an annual evaluation survey, evaluate 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:

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

The Board evaluation held in 2025 confirmed that the Board and its Committees continue to operate effectively. A continued focus area remains succession planning for key personnel, building on the actions identified in the prior year. Progress has been made in strengthening organisational depth and leadership capability.

Additional areas of focus identified during the 2025 evaluation included enhancing oversight of commercial execution and continuing to refine governance processes as the Company scales. The Board will continue to monitor progress against these priorities. 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.

 

The Company’s remuneration policy is designed to support its purpose of improving patient outcomes through photodisinfection technology and to deliver its strategic objectives across clinical advancement, commercial expansion and operational excellence. Incentive structures are aligned to these strategic pillars, rewarding the achievement of key clinical, regulatory and commercial milestones.

It is the responsibility of the Remuneration Committee to determine overall corporate compensation philosophy and strategies as well as to determine the remuneration of Ondine’s Board. No Director is involved in any decision as to his or her own remuneration. The overall Committee’s objective is to deliver a remuneration programme which ensures that both short-term and long-term goals of the Company are achieved.

To attract, motivate, and retain key employees, the Company has implemented a long-term incentive plan (LTIP) that includes share options and RSUs, aligned with shareholder interests. Performance awards for Executive Directors are set at a maximum of 75% of base salary.

During 2025, the Company undertook a comprehensive review of its HR and remuneration framework, including compensation structures and performance management processes, to ensure alignment with the Company’s strategy, market practice and long-term value creation objectives.

The Remuneration Committee reviews the Company’s remuneration framework on a regular basis and undertook a review during 2025 to ensure continued alignment with the Company’s strategy, market practice and shareholder expectations.

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.

Ondine’s website is regularly updated, where financial reports, notices of general meetings, and other corporate documents are readily available. The Company also communicates through RNS announcements, a regular flow of news releases to business and trade media, and an external investor relations adviser.

ESG-related disclosures are included within the Company’s Annual Report and will continue to be developed over time. The Company’s corporate governance disclosures on its website have been reviewed and updated in line with the QCA Corporate Governance Code (2023) for the 2025 reporting year.

Last updated March 28, 2025

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