Allergy Therapeutics plc (the “Company”) is committed to operating with integrity, high ethical values, and professionalism in all its activities. As an essential part of this commitment, the Company’s board of directors (the “Directors” and together the “Board”) endorses the highest standards of corporate governance and is accountable to the Company’s shareholders.
The Board has adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), which it believes is the governance framework that is most suitable for the Company, its subsidiaries and subsidiary undertakings (together, the “Group”), having regard to its strategy as well as its size, nature and resources.
The following is a high-level summary of the Group’s compliance with the QCA Code principles as at the date of this statement. The Board will provide annual updates on the Group’s compliance with the QCA Code in its Annual Report and Accounts and on its website.
Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders
The Company’s purpose is set out here, its business model is set out here, and its strategic framework is set out here. Key challenges in executing the strategy, and how these are being addressed, are reflected in the principal risks and uncertainties, which are set out in our Annual Report.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Company’s culture is founded on its purpose of transforming patient lives and is guided by the core values: Patient First, Visionary, Menschlichkeit (humanity) and Commitment. These values shape decisions and behaviours across the Group and support the Company’s purpose, strategy, and business model.
The Group’s Business Code of Conduct and Ethics sets clear expectations for all employees, contractors, and business partners, requiring compliance with applicable laws, industry codes, and internal policies, and promoting honesty, transparency, and integrity in all activities. Violations of the Code are not tolerated and may result in disciplinary action, up to and including dismissal. Further information is available at www.allergytherapeutics.com/about-us/our-code.
The Board, supported by the CEO and the Executive Team, sets the tone from the top through visible commitment to the values, regular communication, and accountability for ethical conduct. The Group Legal Director and Company Secretary on behalf of the Board has delegated responsibility for developing, implementing, monitoring, and enforcing key policies, including anti-bribery, anti-corruption, Speak Up, and conflicts of interest policies, and ensures the Board receives accurate information on culture and compliance matters.
The Board receives regular updates on its meetings and Committee meetings regarding Speak Up and its employees. Employees are encouraged to report misconduct or breaches of the Code, with strict non-retaliation enforced. Any breaches are investigated and addressed in accordance with the Code.
Principle 3: Seek to understand and meet shareholder needs and expectations
The Board and on occasion members of the Executive Team maintain regular communication with major shareholders through meetings, investor presentations, and the Annual General Meeting (AGM). Shareholders are encouraged to participate in the AGM, where they can ask questions and vote on key resolutions, including approval of the Annual Report, the Directors’ Remuneration Policy, and the election or re-election of directors. Committee Chairs were also available at the AGM to engage directly with shareholders. Feedback received from shareholders is carefully considered in Board decision-making, particularly in relation to governance, incentive plans, and capital allocation. At the 2024 AGM, resolutions on the Directors’ Remuneration Policy and special long-term incentive awards were tabled to reflect shareholder input and align with long-term value creation objectives.
In addition, two of the Company’s major shareholders have directors serving on the Board. While recognising that these individuals do not represent the views of all shareholders, their presence provides the Board with valuable insight and alignment with the perspectives of a significant part of the shareholder base. This contributes to a strong understanding of shareholder needs and expectations, supplemented by wider engagement activities.
The Company also reports on environmental and social matters through the Annual Report, the sustainability page of its website, found here www.allergytherapeutics.com/sustainability/overview/, and updates shared on LinkedIn, with further detail provided in the ESG section of the Annual Report.
Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
The Board recognises the importance of maintaining strong relationships with stakeholders, including employees, customers, suppliers, regulators, and the communities in which we operate. Our purpose, strategy, and business model are set out in the links found above in Principle 1, and our stakeholder engagement activities are described in our Annual Report.
The Board receives regular updates on the Speak Up Policy and health and safety reporting, and the Remuneration Committee has recently broadened its oversight by incorporating a more comprehensive people report into its regular agenda. Oversight of environmental matters is also supported by updates from the Group Legal Director and Company Secretary, with compliance and sustainability issues reviewed by the Board as part of its ongoing governance. Certain environmental matters are considered material to the long-term success of the business and the Company’s approach in this area continues to develop.
For further information, please see the Environment, social and governance section of our Annual Report.
Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
The Company maintains a balanced, growth-oriented approach to risk, recognising that effective risk management is essential to delivering its purpose, strategy, and long-term growth. The Board has overall responsibility for risk management, which is embedded in day-to-day business activities and culture.
Risks are considered routinely at Board meetings, and the Audit and Risk Committee reviews the adequacy and effectiveness of the Group’s internal control framework. Senior leaders manage risks within their divisions, maintaining a risk register capturing likelihood, impact, and mitigation plans, with escalation to the Board or its Committees where required. Further detail is set out in the Effective Risk Management and Principal risks and uncertainties sections of our Annual Report.
Climate-related risks and opportunities are considered as part of the overall risk framework; further information is included in the Non-Financial and Sustainability Information Statement of our Annual Report.
The Audit and Risk Committee, through its Chair, has met independently with the external auditor to review independence, and may engage external advisers on operational or regulatory matters. The Board considers feedback from management and advisers to obtain assurance that risk management and internal controls are operating effectively.
Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the Chair
Full details of each director’s skills, experience, external appointments, and committee memberships are set out here.
Information on independence and attendance is presented in the Corporate Governance Report contained in our Annual Report.
The Board values diversity in its broadest sense, recognising that a range of perspectives and experiences strengthens decision-making and governance. Our directors bring with them a wide spectrum of backgrounds, including investment banking, fund management, capital markets, engineering, pharmacy, large corporate and pharmaceutical businesses, medical accounting, and senior roles in both public and private, profit and not-for-profit organisations.
This professional breadth is complemented by the international nature of the Board, with directors resident in the UK, the US, Spain, Canada and Hong Kong. The Board also benefits from a diversity of age and experience, ensuring a balance of perspectives across different stages of professional and personal life.
The Committee and the Board remain committed to maintaining a mix of skills, backgrounds, and experiences that supports the Company’s long-term strategy and effective governance.
This diversity has been key in guiding decisions on funding, LTIP awards, changes to the nominated adviser, and clinical trial progression.
The two Executive Directors are full-time, while Non-Executive Directors are generally expected to commit up to two days per month. External appointments are considered on appointment and reviewed with the Chair as needed. There is no performance-related remuneration for Non-Executive Directors.
Principle 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 ensures directors maintain the skills and knowledge necessary to discharge their responsibilities effectively.
Professional development is supported through regular updates from the Group Legal Director and Company Secretary, as well as external advisers where appropriate. During the year, directors received various updates including on the QCA Code, the Economic Crime and Corporate Transparency Act 2023, and participated in health and safety training. Directors with professional qualifications are also required to continue their independent professional development.
The Group Legal Director and Company Secretary acts as secretary to the Board and the majority of the Committees, advising on governance and ensuring effective information flow.
The Company also became a member of the QCA during the year, with the Group Legal Director and Company Secretary and CFO attending a QCA Governance workshop. Updates on employment law, accounting and auditing standards, GxP compliance and other regulatory matters were provided by external advisers and members of the Executive Team.
The Board has established Committees, including Audit and Risk, Remuneration and Nomination, details of which are set out here. These Committees are supported by independent advisers as required, such as a remuneration adviser and consultants on health and safety and IT.
Through these arrangements, the Board ensures it has the resources and advice necessary to remain effective and well-informed.
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board has not undertaken a formal or externally facilitated performance review during the year, nor has it undertaken formal succession planning. This represents a deviation from the QCA Code. The Board considers this appropriate given the Company’s financial position and the need to prioritise funding and the progression of clinical trials. Oversight of Board composition and effectiveness has instead been maintained through the work of the Nomination Committee. The Board intends to return to a more structured review and succession planning process when circumstances allow.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Company’s remuneration policies and practices are designed to support long-term value creation, and to align with the Company’s purpose, strategy and culture. Further details are set out in the Report of Directors’ Remuneration in our Annual Report.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The Company engages regularly with shareholders and other key stakeholders, with details of stakeholder engagement, their key issues, and how these were addressed during the year set out in the Environment, social and governance section of our Annual Report. Principal risks, uncertainties, and developments are outlined in the Annual Report.
The Audit Committee Report and the Report of Directors’ Remuneration are set out in the Annual Report. No changes were made to the Board’s structure or processes during the year.
Peter Jensen
Chairman
25 November 2025