Corporate Governance

RUA Life Sciences plc is committed to maintaining appropriate and effective corporate governance arrangements for a business of its size and stage of development. The Board has adopted the 2023 Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) and considers it a suitable framework to support the Company’s strategy, oversight and long-term value creation.
The QCA Code is built around ten principles and uses an apply-and-explain approach, under which companies describe how those principles are applied in practice. The summary below sets out how the Board currently applies the QCA Code across the business. Further information on how RUA Life Sciences plc complies with the Code can be found in the Corporate Governance Statement in the Company’s latest Annual Report and Accounts on pages 28-35.
The Board most recently reviewed the Company’s compliance with the QCA Code in November 2025.
QCA Code Compliance Summary
| 1. Purpose, strategy and business model | The Board has approved the Company’s purpose, strategy and business model and reviews these regularly. The Board considers short, medium and long-term factors in decision-making to support sustainable shareholder value creation. |
| 2. Corporate culture | The Board and senior management promote a culture based on integrity, compliance, quality and ethical behaviour. Expectations are supported through the Company’s policies, induction processes, Code of Conduct and ongoing performance management. |
| 3. Shareholder engagement | The Company engages regularly with shareholders through results presentations, investor meetings and the Annual General Meeting. The Board seeks to understand shareholder views and ensures dialogue with both institutional and private investors. |
| 4. Wider stakeholders and responsibilities | The Board considers the interests of employees, customers, suppliers, regulators and the wider community when making decisions, in line with section 172 of the Companies Act 2006. The Company takes a proportionate approach to social and environmental matters. |
| 5. Risk management and internal control | The Board is responsible for the Group’s system of risk management and internal control. Risks are reviewed regularly, supported by the Audit Committee, a corporate risk register and appropriate financial, operational and quality controls. |
| 6. Board composition and effectiveness | The Board is led by the Chair and comprises executive and non-executive directors with an appropriate balance of skills, experience and independence. The Board meets regularly and is supported by Audit, Remuneration and Nomination Committees. |
| 7. Governance framework, skills and experience | The Company maintains a clear governance framework, including matters reserved to the Board and terms of reference for its Committees. The Board keeps its composition, skills and experience under regular review. |
| 8. Board evaluation | The Board undertakes regular evaluation of its own performance, the performance of its Committees and the contribution of individual directors, with a view to continuous improvement. |
| 9. Remuneration | The Company’s remuneration arrangements are designed to support long-term value creation and align executive reward with the Company’s purpose, strategy and culture. |
| 10. Governance communication | The Company communicates with shareholders and stakeholders through its Annual Report, regulatory announcements, AGM and website disclosures, including the information required under AIM Rule 26. |