The Board
The Board comprises of six Directors, of whom two are executive and four are non-executive.
The Board is led by the Chair who is responsible for setting the Board’s agenda and monitoring its effectiveness. There is a clear division of responsibilities between the Chair and the Chief Executive Officer, and a description of the roles is set out in the “Split of Responsibilities” document below.
The Board is responsible for the overall management of the Group including the formulation and approval of the Group’s long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of the Group’s strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board, a copy of which is available below.
The Board will meet formally a minimum of six times throughout the year. The Board has established an Audit & Risk Committee, Remuneration Committee and Nomination Committee with formally delegated duties and responsibilities, as described below.
Audit & Risk Committee
The Audit & Risk Committee has responsibility for monitoring the integrity of the Group’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Group’s internal control and risk management systems, monitoring the effectiveness of the internal control environment and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).
On admission, the Audit & Risk Committee will comprise Richard Cotton as Chair, and Ceri Morgan and Anthony Bourne as the other Committee members. The Audit Committee is expected to meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit & Risk Committee will have unrestricted access to the Group’s external auditors.
The Terms of Reference of the Audit & Risk Committee are available below.
Remuneration Committee
The Remuneration Committee has responsibility for determining and agreeing with the Board the framework for the remuneration of the Executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of the Executive Directors including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of Non-Executive Directors will be a matter for the Board. No Director will be involved in any decision as to his or her own remuneration.
The Remuneration Committee will comprise Anthony Bourne as Chair, and Richard Cotton and Ceri Morgan as the other Committee members. The Remuneration Committee is expected to meet at least twice a year and otherwise as necessary.
The Terms of Reference of the Remuneration Committee are available below.
Nomination Committee
The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The Nomination Committee also has responsibility for recommending new appointments to the Board and to the other Board Committees. It is responsible for identifying suitable candidates for board membership and monitors the performance and suitability of the current Board on an on-going basis.
The Nomination Committee will comprise Douglas Le Fort as Chair, and Ceri Morgan, Anthony Bourne and Richard Cotton as the other Committee members. The Nomination Committee will meet at least once a year and otherwise as necessary.
The Terms of Reference of the Nomination Committee are available below.
Disclosure & AIM Rules Committee
The Disclosure & AIM Rules Committee will comprise Ceri Morgan as Chair and Douglas Le Fort, Michael Griffiths and Jayesh Pankhania as the other Committee members. It will meet at least annually to review the operation, adequacy and effectiveness of the Group’s disclosure procedures and as necessary for the purpose of assisting the Board in fulfilling its responsibilities under the Market Abuse Regulation, AIM Rules and Disclosure Guidelines and Transparency Rules.
The Terms of Reference of the Disclosure & AIM Rules Committee are available below.
Corporate Governance Documents:
Split of Responsibilities between Chair and CEO
Matters Reserved to the Board
Audit & Risk Committee Terms of Reference
Remuneration Committee Terms of Reference
Nomination Committee Terms of Reference
Disclosure & AIM Rules Committee Terms of Reference
Section 172 Companies Act Statement
Anti Bribery and Corruption Policy
Diversity Policy
Tax Strategy
Whistleblowing Policy
Modern Slavery Statement
QCA Code
AOTI INC. (‘Company’ or ‘Group’) sets out below how it complies with the principles of the QCA Corporate Governance Code (‘QCA Code’). The Company has applied the QCA Code since its IPO in June 2024.
In November 2023, the QCA released an updated version of the Code which has an increased focus on risk, internal controls and remuneration. The Board has decided to apply this updated version of the QCA Code from the start of the financial year ending 31 December 2025 (‘FY25’) and this statement sets out how the Board and Company have applied the principles of the updated Code. The Board will review and refresh this statement at least annually, and will continue to make this statement available via the Company’s website.
Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders
The Group’s purpose is to help people with chronic conditions, especially those affected by chronic and complex wounds, get back to living their lives to the fullest. Underpinning this is a focus on driving innovation for long-term health outcomes and reducing disparities in patient access to new medical technologies. The Board considers this purpose to be inherently long-term in its nature and judges its success across a range of short-term and long-term objectives and indicators.
The Group’s strategy is to accelerate sustainable growth within the expanding chronic wound care market by delivering clinically differentiated, evidence-led therapies that improve patient outcomes and generate meaningful cost savings for healthcare systems. Central to this strategy is:
- Broadening patient access to advanced therapies, like our Topical Wound Oxygen (TWO2) and NEXA NPWT solutions, especially through home-based care models that address disparities and support health equity.
- Driving adoption by substantiating our therapies’ ability to substantially reduce diabetes-related amputations and hospitalisations, as demonstrated in FY2025 clinical and economic outcomes.
- Aligning with the shift toward value-based healthcare in our core geographies by partnering with payers and providers, addressing cost pressures, and enabling system-wide efficiencies measured by reductions in resource use and recurrent wounds.
- Expanding our reach through frameworks such as NHS Advanced Wound Care and Medicaid reimbursement channels, unlocking new segments and increasing market penetration among underserved populations.
Progress against this strategy is measured through ongoing clinical evidence generation, patient-reported outcomes, cost-effectiveness analyses, and commercial milestones, all of which guide our investment and operational priorities in FY2026 and beyond.
A more detailed description of the Company’s strategy and business model, as well as its key strengths and challenges is set out in the Strategic Report of the Company’s Annual Report and Accounts, which can be found via our website here.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Board promotes a culture of integrity, honesty, trust and respect. The Board considers this culture to be essential in delivering the highest possible quality of service to the Group’s customers and patients, as well as in recruitment and retention of employees and in informing the Group’s relationships with suppliers and governments
All directors and employees of the Group are expected to operate in an ethical manner in all their internal and external dealings, as are those within the Group’s supply chain. For employees, cultural expectations are embedded into induction and annual compliance training. Line managers are accountable for upholding these standards, which are reinforced through our performance review process.
AOTI has implemented the following policies across the Group to engender and promote this culture:
- Company Code of Conduct
- Anti-bribery and corruption policy
- Whistleblowing policy
- Social media policy
- Share dealing policy
These policies are designed to both ensure that the Group and those that work for and us comply with all applicable regulation and legislation and to support the ongoing development and maintenance of our culture. All these policies are disseminated to directors and employees upon appointment and there is relevant training put in place, as well as town hall sessions, that help with understanding the application of these policies.
The Board, via the Audit and Risk Committee, receives periodic reports regarding any incidents in which the whistleblowing and anti-bribery and corruption policies were invoked. The Committee did not receive reports of any major incidents in FY2025.
The Board has undertaken an externally facilitated evaluation of its own performance during the financial year ended 31 December 2025, and the Board’s culture was discussed and considered during that evaluation.
The Board, and the Audit and Risk Committee, are continuing to assess the most effective measures for assessing the extent to which the desired corporate culture and will spend further time over the next 12 months assessing areas such as all-staff meeting outcomes, staff satisfaction surveys and exit interview outcomes.
Principle 3: Seeking to understand and meet shareholder needs and expectations
The Directors communicate with Shareholders on a regular basis via regulatory news service. Each year the Company holds an annual general meeting (AGM) which provides shareholders with an opportunity to attend and ask questions of the Board. In FY2025 the Company’s AGM was held in London. The Board also regularly meets with significant shareholders to obtain feedback on the performance of the Company.
The Board will continue to review the most effective mechanisms to ensure shareholders can fully participate in and engage with our annual general meetings, and the Board will seek to understand the motivations behind shareholder voting decisions when required.
The Board is regularly updated on shareholder engagement activities undertaken by the Company’s Nominated Adviser and Broker, and the key themes arising from such activities. The Board is confident that these updates, alongside other mechanisms such as the AGM, serve to provide the Directors with up-to-date and relevant information on the views of shareholders.
The Board is always happy to respond to shareholder enquiries and to receive feedback from stakeholders. For any such queries, details of the Company’s Public Relations Adviser and Registrar can be found on the Advisers page at www.aotinc.net.
Principle 4: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group takes its corporate social responsibilities seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including its shareholders, staff, patients, payers, and suppliers. The Company believes that their positive impact on society is key to improving shareholder value.
The Board will periodically review the Group’s key stakeholders in the context of discussions on strategy, either at Board meetings or at a dedicated strategy session. The Board has identified the following stakeholders that are particularly critical to the successful delivery of our strategy:
- The ultimate beneficiaries of AOTI’s therapies. Our patients’ clinical outcomes, quality of life, and user experience are central to the Group’s purpose and reputation.
- Healthcare providers and insurers. Physicians, wound-care specialists, nurses, and hospital systems prescribe and deliver our therapies. Their confidence in the clinical evidence base drives adoption. Similarly, our insurers’ reimbursement approvals and payment policies (most prominently, in the United States) determine patient access and commercial success.
- Suppliers and manufacturing partners. The Group is reliant on a consistent and compliant supply of components both in ensuring high-quality and consistent services for our patients and carers.
- Skilled and motivated staff in R&D, regulatory affairs, sales, and customer service drive our innovation and growth.
- Our investors and shareholders provide capital to support R&D, market expansion, and long-term innovation.
The Board has delegated day-to-day engagement with stakeholders to the Group’s management team. There is no dedicated board-level stakeholder engagement committee nor an assigned non-executive director for stakeholder engagement, and the Board considers this appropriate for a Group of AOTI’s current size, scale and complexity – this will however be kept under regular review. Similarly, the Board is confident that it has appropriate mechanisms for understanding the views of its key stakeholders and for overseeing how such views are being addressed and incorporated into future.
Principle 5: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board, with support and input from the Audit and Risk Committee, is responsible for ensuring that the risks faced by the Company are appropriately managed to allow for the execution and delivery of its strategy.
The Board sets the risk tolerance and risk appetite for the Group, both of which are designed in a way that is consistent with the Group’s strategic priorities and areas of operations. The Audit and Risk Committee is responsible for reviewing the risk management systems and internal controls of the Company, the scope and results of the audit and the independence and objectivity of the auditor. The Company has implemented a robust enterprise-wide risk management framework for identifying, evaluating and mitigating the principal and emerging risks the Company faces. The Board notes that there has been a concerted effort across the Group in embedding this framework over the course of 2024 and 2025, and the Board is satisfied that the Company’s internal control environment is sufficiently robust to manage strategic risks effectively. The ESG section of the Company’s Annual Report and Accounts outlines our approach to managing climate-related risks. The Board remains confident that the Company’s own carbon footprint, covering both direct and indirect emissions, is relatively limited. However, it recognises that a more significant environmental impact is likely to arise across the wider supply chain. During 2026, the Board will take proactive steps to deepen its understanding of this broader impact, particularly in relation to scope 3 emissions, and to consider how this analysis should inform future reporting and risk management processes.
Oversight of climate-related risks and opportunities rests with the Board, supported by the Audit and Risk Committee as part of its remit to monitor principal and emerging risks and opportunities. A summary of the principal risks and opportunities is included in the Company’s Strategic Report in the Company’s 2024 ARA.
Principle 6: Maintain the board as a well-functioning, balanced team led by the chair
The Board is comprised of four Non-executive Directors and two Executive Directors. The Board satisfies the QCA principle of having an equal balance between independent and non-independent directors. The Board is confident in its current balance of skills, particularly in terms of strategy development and execution, innovation, healthcare, capital markets, and governance.
In line with the recommendations of the QCA Corporate Governance Code and good corporate governance practice in this area, shareholders are provided with the opportunity to vote annually on the election or re-election of all individual directors to the Board.
The Non-executive Directors, Anthony Bourne and Dr. Ceri Morgan, and the Senior Independent Director, Richard Cotton, are considered to be independent and bring experience and independent judgment to the Board. The Non-executive Chairman, Douglas Le Fort, is not considered to be independent solely by virtue of his pre-IPO consulting agreement with the Company. The remuneration framework for non-executive directors provides only for the payment of fees.
The Executive Directors serving on the Board are the CEO Michael Griffiths and the CFO Jayesh Pankhania.
The Board meets regularly, and processes are in place to ensure that each Director is provided with high-quality information to enable each Director to discharge their duties. The Board, with support from the Nomination Committee, continues to review succession plans, including the required skills and experience that will be required to support the Company’s strategic objectives and future growth.
The Board has a board diversity policy in place, which sets out the principles and framework by which the Board seeks to promote a diverse and inclusive composition, considering a range of skills, experience, and perspectives, and applies to the appointment, development, and succession planning of directors. We do not currently set demographic-based targets for board diversity but remain cognisant of recent UK-based and international diversity reviews and stakeholder expectations in this area. The policy is available to view on our website here.
The Board is supported by four committees as described here. Each Committee (with the exception of the Disclosure and AIM Rules Committee, whose primary remit centres around the orderly release of market-sensitive information) is comprised solely of 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
Douglas Le Fort, the Non-executive Chairman leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team.
The Non-executive Directors are responsible for bringing independent and objective judgment to Board decisions. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board.
Richard Cotton has been appointed as the Senior Independent Director. The responsibilities of the Senior Independent Director includes assisting with communications between shareholders and board members, assisting the chair with discharging their duties and leading the succession planning process for the Chair.
The Board is supported by the Audit & Risk Committee, Remuneration Committee, Disclosure and AIM Rules Compliance Committee and Nomination Committee, further details of which are set out above. There is a formal schedule of matters reserved for decision by the Board, which is available on the Company’s website here.
Each of the committees has access to information and external advice, as necessary, to enable the committee to fulfil its duties. The Board intends to review the Group’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward; in that context, periodic externally facilitated board and committee evaluations, led by the Chair of the Board, will be valuable in determining whether any actions are required to further evolve the governance framework.
The Board considers that its members have an effective and appropriate balance of skills and experience, running and growing public companies, capital markets experience, including mergers and acquisitions and capital raising, and experience in the highly regulated fields of medical technology and healthcare. The Board therefore believes that its members possess the relevant qualifications and skills necessary to oversee and execute the Group’s strategy effectively.
The Board recognises that the Group operates in a complex and evolving environment, particularly in areas such as emerging technology, climate change and sustainability, and cyber security. These matters are considered strategic priorities and are regularly reviewed as part of the Board’s assessment of the Group’s long-term plans. The Board will continue to consider how best to stay informed and maintain oversight of these issues, including through the ongoing development of its collective skills and experience.
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board has various mechanisms to review its own performance regularly. The Chair actively considers feedback from directors and, where appropriate, acts upon it to enhance the effectiveness of the Board’s processes, decision-making, and overall governance.
In line with the recommendations of the QCA Corporate Governance Code and with general good corporate governance practice recommendations, the Board conducted an externally facilitated evaluation of the Board and Committees. The results of this will be included in the Company’s next Annual Report and Accounts.
The Nomination Committee is responsible for succession planning for the Board, and also conducts a regular assessment of the individual contributions of each member of the Board to ensure that their contribution is relevant and effective.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture.
In FY2024 the Board, upon the advice of the Remuneration Committee, approved the remuneration policy of the Company. The remuneration policy is intended to motivate management and promote the long-term growth of shareholder value, while also reinforcing the strong ethical and performance-driven culture of the Company. The Company’s approach toward executive remuneration is set out in greater detail in the Remuneration Committee report in the Company’s Annual Report and Accounts.
The Board and the Remuneration Committee consider that the Group’s remuneration framework strikes an appropriate balance between fixed pay (benchmarked against relevant market peers) and variable pay, which is linked to a combination of annual and long-term performance measures. These arrangements are designed to support the creation of long-term value for shareholders, investors, and other key stakeholders. The Committee retains discretion to withhold bonus or long-term share-based awards in circumstances where performance or conduct is not aligned with the Group’s values or desired culture.
The Company intends to propose advisory resolutions on its remuneration report and remuneration policy to its 2026 Annual General Meeting.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The Company’s annual report and accounts, as well as its half year report, are the key communication channels through which stakeholders will be informed as to how the Company is governed, how the Group is progressing in meeting its objectives and any updates to its strategic targets.
The Company uses its AGM as an opportunity to engage directly with Shareholders, providing information and receiving direct feedback regarding the governance and operation of the Company.
All notices of the Company’s general meetings can be found on the website here. While all resolutions at the 2025 AGM were passed comfortably, if there is a resolution passed at a general meeting with 20% votes cast against, the Company will seek to understand the reason for the result and take appropriate action to engage with stakeholder concerns.
The Company’s website will be regularly updated with information regarding the Group’s activities and performance, including financial information and any RNS announcements. Contact details for shareholder communication can be found on the Advisers page at www.aotinc.net.
Page last updated: 16 April 2026