TSP Advanced Technologies Plc

Board and corporate governance

The directors of the Company, their biographies, and the Company’s corporate governance statement.

Geoffrey Miller — Chairman

Mr Miller is co-founder of Afaafa Ltd, the venture capital company he has run with his spouse since 2013. He has been Chairman of Conviction Life Sciences Company Ltd since 2022. He was Chairman of MJ Hudson Plc from 2022 to 2023, having been a Non-executive Director from 2019 to 2021; Chairman of Globalworth Real Estate Investments Ltd from 2013 to 2021; Chief Executive Officer of GLI Finance Ltd from 2009 to 2015; Chairman of Hastings Insurance Group Ltd from 2012 to 2014; and Chairman of Aurora Russia Ltd from 2011 to 2013. Earlier in his career he was Head of Research Marketing at Troika Dialog in Moscow from 2008 to 2009, Director of Research at Bridgewell Ltd from 2003 to 2007, a Fund Manager at Exeter Asset Management from 1999 to 2003, and an Investment Director at Wise Speke Limited, subsequently Brewin Dolphin Securities, from 1992 to 1999.

Samuel Ogunsalu — Technical Director

Mr Ogunsalu has over 20 years’ experience in technology commercialisation, licensing and business development. He has executed transactions ranging from licence negotiations and M&A to technology partnerships with Merck, GSK, Pharmacia (since merged with Pfizer) and Abbott (now AbbVie), and has helped establish preclinical research programmes with industrial partners as well as joint ventures, start-ups and spinout companies developing novel technologies. He was previously Chief Business Officer and a director of an oncology company, and Chief Commercial Officer of an AIM-quoted biotechnology company. Before that he held a number of positions across technology business units connected with Queen Mary College, London, and advised private and listed companies in the United Kingdom and the United States. He began his career as a pilot plant engineer at Imperial College, London, followed by scientific research at University College London, before moving into business and commercial development. He holds a BSc in Microbiology from the University of Wales and an MSc in Biochemical Engineering from UCL.

Victoria Sena — Senior Independent Non-executive Director

Ms Sena founded Cherrybank Consulting Limited in 2019, advising clients on governance, operations, risk and compliance. She previously spent eight years at the Bank of England in the authorisations, banking and insurance divisions, and completed a secondment to the Treasury Committee of the House of Commons. In the private sector she served as Group Risk Manager for an international insurance group before becoming Chief Operating Officer of a boutique investment manager, where she was an FCA Approved Person. She is a Chartered Member of the Chartered Institute for Securities and Investment and holds degrees from the University of Oxford and the London School of Economics and Political Science.

Company Secretary

Norman Alec Charles Lott, appointed 28 May 2020, is Company Secretary and Chief Financial Officer.

Corporate governance

The Directors are committed to maintaining high standards of corporate governance and, so far as is practicable given the Company’s size and nature, apply the QCA Corporate Governance Code (2023). The statement below summarises how the Board and its committees operate and how the Company applies the ten principles of the Code.

Business model and strategy

The Board has concluded that the highest value can be delivered to shareholders by building a medical device company focused on the spinal devices market, developing the Cervi-LOK, GRASP Laminoplasty and Faci-LOK systems, with the aim of establishing them as the leading solutions for spinal stabilisation, supported by a pipeline of complementary products.

Understanding shareholder needs and expectations

The Board is committed to maintaining good communication and constructive dialogue with shareholders, who are encouraged to attend the Annual General Meeting and may raise enquiries with the Chairman. Current information is available through this website, including annual reports, notices of meeting and regulatory announcements.

Wider stakeholders and social responsibilities

The Board recognises that the Company’s long-term success depends on its employees, contractors, suppliers, regulators and other stakeholders. It maintains open dialogue with each and reviews those relationships and its key resources regularly.

Risk management

The Audit Committee is responsible to the Board for ensuring that procedures are in place to identify, evaluate and manage the significant risks facing the Company, and reviews the Company’s risk matrix and the effectiveness of scenario testing regularly. The principal risks identified are financial risk, regulatory adherence, strategic and reputational risk, and the recruitment and retention of key people. An internal audit function is not considered necessary or practical given the size of the Company and the close day-to-day control exercised by the Chairman, but the Board keeps that under review.

A well-functioning board

The Board comprises the Chairman, Geoff Miller; the Technical Director, Samuel Ogunsalu; and the Senior Independent Non-executive Director, Victoria Sena. All directors are subject to re-election annually. The Board meets formally at least six times a year and maintains regular contact between meetings. It has established an Audit Committee and a Remuneration Committee. Appointments to the Board are made by the Board as a whole, and the Board has therefore not established a Nominations Committee.

Board composition

The Board comprises three directors, of whom one, Victoria Sena, is considered by the Board to be independent. The QCA Code recommends a balance between executive and non-executive directors and that a board have at least two independent non-executive directors. The Company does not presently meet that recommendation.

The Board has considered that recommendation and has determined that, for a board of the Company’s size and at the Company’s present stage of development, the appointment of a second independent non-executive director would not be appropriate at this time. A further appointment would give rise to additional cost which the Board does not consider a proper use of the Company’s resources while it is directing them towards the regulatory approval and commercialisation of its technologies.

The Board is satisfied that its present composition remains appropriate and suitable. The three directors bring a broad range of commercial and professional skills, and each has experience of public markets. The independent director, Victoria Sena, brings eight years of regulatory experience at the Bank of England together with governance, risk and compliance expertise, chairs the Audit Committee and sits on the Remuneration Committee, so that the Company’s principal governance functions are led independently of the executive. All matters reserved to the Board are considered by the Board as a whole, and all directors stand for re-election annually.

The Board will keep the position under review and intends to appoint a further independent non-executive director when the Company’s resources and stage of development make it appropriate to do so.

Evaluation of board performance

Internal evaluation of the Board, its committees and individual directors is undertaken annually through informal discussion, the output of which is considered at a Board meeting. Each director is assessed by shareholders at the Annual General Meeting when re-appointment is voted upon.

Corporate culture

The Board recognises that the tone it sets shapes the culture of the Company. The Directors consider that the Company has an open culture facilitating dialogue, feedback and constructive challenge. The Company has adopted a code for directors’ and employees’ dealings in securities appropriate for a company whose securities are traded on the Aquis Stock Exchange and in accordance with the Market Abuse Regulation.

Governance structures and processes

Ultimate authority for all aspects of the Company’s activities rests with the Board, which has adopted delegations of authority setting out the matters reserved to it. The Chairman is responsible for the effectiveness of the Board and is the primary contact with shareholders.

Committees

Audit Committee. Victoria Sena (Chair) and Samuel Ogunsalu. The Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported. It receives reports from executive management and the auditors relating to the interim and annual accounts and the accounting and internal control systems in use. It meets not less than twice in each financial year and has unrestricted access to the Company’s auditors.

Remuneration Committee. Samuel Ogunsalu (Chair) and Victoria Sena. The Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on their remuneration and terms of employment. It also considers and approves the granting of share options and the award of shares in lieu of bonuses under the Company’s Remuneration Policy.

Nominations Committee. Appointments to the Board are made by the Board as a whole and no Nominations Committee has been established.

Compliance procedures

The Company has, with its corporate adviser, adopted a document entitled “Compliance Procedures and Checklist and Approval Process for Regulatory Announcements”, establishing an internal process to ensure that all announcements are relevant, accurate, compliant and not misleading, and are made in a timely manner. Each draft announcement is reviewed by the Corporate Adviser and by the Board, and approved and signed off by at least two members of the Board.

This page was last updated on 19 August 2026.