The Board of deepmatter® Group Plc (“deepmatter®”, or together with its subsidiaries, the “Group”) is responsible for the Group's corporate governance policies and recognises the importance of this in creating a sustainable, growing and profitable business. The Board believes strongly in the value and importance of good corporate governance and in its accountability to all of deepmatter®'s stakeholders, including its shareholders, employees, customers, suppliers, advisers and regulators. Robust corporate governance improves performance and mitigates risk and therefore is an important factor in achieving the medium to long-term success of the Group. In the statement which follows, the Board explains its approach to corporate governance and how the Board and its Committees operate.

deepmatter® has chosen to adhere to the Quoted Companies Alliance's Corporate Governance Code for Small and Mid-Size Quoted Companies (revised in April 2018) (the "QCA Code") to meet the new requirements of AIM Rule 26.

The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. The Board has considered how it applies each principle to the extent that it judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each.

The Chairperson has the overall responsibility for implementing an appropriate corporate governance regime within the Group.

The following paragraphs, last updated on 12th September 2022, set out the Group's compliance with the ten principles of the QCA Code for the year ended 31 December 2020:

The Group's business model is the digitisation of chemistry. As part of this process, deepmatter® has successfully developed and operates Smartchemistry®, a big data analysis platform focused on enabling reproducibility in chemistry. Smartchemistry® comprises an easy-to-use software interface and sensor array to collect, store and process data generated from chemical experiments. The InfoChem products complement and strengthen the Smartchemistry® platform, bringing strong cheminformatic capabilities to the Group.

The key challenges and risks faced by the Group are set out in the Strategic Report within the Group’s Annual Report and include early-stage operations, technology and development, commercial success and market acceptance, intellectual property and the attraction and retention of key employees.

The Board believes that it has the right team and strategy in place that are appropriate to the current size and complexity of the Group, in order to deliver the strategic aims of the Group over the medium to long term.

deepmatter® is a well-managed business with a robust growth strategy and growing market opportunity. It is evident the opportunity for the Group’s technology is significant and long term. Our priority during 2021 and the continuation of COVID-19 disruption has been to ensure the well-being of our teams, and we have continued remote working across our sites. The Board is confident sufficient measures have been put in place to ensure the progression of the Group and maintains a vigilant focus on costs and the end market.

The Board attaches great importance to providing shareholders with clear and transparent information on the Group's activities, strategy and financial position.

Responsibility for investor relations rests with the Chair and Chief Executive, supported by the Board.

The Board has made efforts to ensure effective engagement with both institutional and private shareholders and believes that it has been successful in doing so. The Board encourages shareholders to attend the Company's AGM as a forum to present to and meet with investors and ensures that timely and useful information is included on the Group's website to keep shareholders abreast of corporate developments.

The Group is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through the interim results statement and the Annual Report and Accounts, trading updates, shareholder circulars, announcements as required by regulation and the Annual General Meeting (AGM). A range of corporate information (including all DeepMatter announcements) is also available to all stakeholders on our website,

The Chair and Board has ultimate responsibility for reviewing and approving the Company's Annual Report and Accounts and has considered and endorsed the arrangements for their preparation, under the guidance of its Audit Committee. The Directors confirm that the Company's Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders and investors to assess the Group's position and performance, business model and strategy.

The Group maintains a dedicated email address,, which investors can use to contact the Group, and which is prominently displayed on the Group's website together with the Group's address. The size of the Group does not warrant a dedicated investor relations department; however, all communications received are reviewed and responded to promptly.

Long-term success relies upon good relations with a range of different stakeholder groups, both internal (staff) and external (suppliers, customers, regulators and others). The Board aims to understand the needs and expectations of each of the stakeholder groups and engages with them in the manner set out below:


Reason for engagement

How we engage


Good two-way communication with staff is a key requirement for high levels of engagement, fostering a culture of innovation and helping deliver the Group's operations. Regular staff meetings. Flat management structure and clear reporting lines. Attendance of key staff at certain Board meetings. Periodic engagement surveys.

Customers and users

Our success and competitive advantage are dependent on fulfilling customer and user requirements, particularly in relation to quality of service, simplicity and speed of use. Seek feedback on services and software systems. Obtain fulfilment metrics to measure performance and encourage requests for service enhancements.


Rely on suppliers for a variety of goods and services that are incorporated into our suite of products at InfoChem and our Smartchemistry® platform. Provide feedback on the quality of goods and services supplied. We operate systems to ensure that supplier invoices are processed and paid properly.


The Group's key advisers and suppliers, including the NOMAD, legal advisers and registrar, assist the Group in its operations. The Group's key advisers attend Board meetings where considered appropriate.

Input regarding important transactions and public information is run past key advisers prior to release.
deepmatter® has regular contact with its advisers and makes them aware of any relevant developments at the Group as deemed appropriate.


The Group recognises the need for regulation and rules for AIM quoted companies in order to maintain markets in which investors can trust and ensure that the Company acts in accordance with best practice.

All appropriate deepmatter® releases and disclosures are filed with and notified to the relevant authorities as required.

Any enquiries from regulators are responded to in a complete and timely fashion.


The Group wishes to engage with investors and potential investors in order to keep them informed of the Group's results and progress and ensure a congruence of objectives between the shareholders and the Board.

Maintenance of the Group's website and responding to any shareholder enquiries.
Periodic investor information and news releases.

Publishing and posting of the Annual and Half-Year Reports and circulars. Engagement with shareholders at the AGM.

Risk management at deepmatter® is an integral part of decision making and is embedded in normal business operations. It exists to help protect and safeguard volunteers, employees, clients, Company assets and reputation and to help achieve business objectives. The Group's Board of Directors is responsible for ensuring that the Group maintains an appropriate system of internal control. The system of control is designed to manage rather than eliminate the risk of failure to achieve business objectives.

The Board has prepared a risk register for the Group that identifies key risks in the areas of operational strategy, financial, regulatory, environmental, research and development and the wider macro-economic considerations. All Directors are provided with a copy of this register, which is reviewed periodically and updated as and when necessary. The Board considers the risk register when assessing the current status of the Group and its operations as well as the intended strategic aims and progress of the Group. Given the stage of development the Group is currently at, an internal audit function is not deemed required. This will be monitored as the Company evolves.

In accordance with the AIM Rules, the Group has adopted a Share Dealing Code in relation to the securities of deepmatter® Group Plc. As such all Board members, PDMRs, and their families are required to gain clearance prior to any dealings in DeepMatter's shares. The Group's staff have been briefed in relation to their responsibilities in this area.

The monitoring and escalation of risks is a Company-wide responsibility:

Board of Directors

Determines risk tolerance and ensures the Group maintains appropriate risk management and internal control systems. Oversees the implementation and operation of the risk management procedures and internal control infrastructure.

Audit Committee

Monitors and reviews risk management and internal control systems, ensuring adherence to financial reporting standards. During the year, the Company's Audit Committee, which comprises Laurence Ede (Chair) and Karen Bach, has continued to focus on the audit of the financial statements and the effectiveness of the controls throughout the Group.

Remuneration Committee

The Remuneration Committee’s primary responsibilities are to review the performance of the Executive Directors of the Company and to determine the broad policy and framework for their remuneration and the terms and conditions of their service and that of senior management (including the remuneration of and grant of options to such persons under any share scheme adopted by the Company). The Remuneration Committee comprises Mirko Walter (Chair) and Laurence Ede.

Management Team

Implements and manages the risk procedures, policies and controls. Supports the development and maintenance of effective compliance and risk management systems.


Understand, accept and execute the risk management procedures. Expected to be alert to risks associated with the activities they perform and report inefficiencies, unnecessary or ineffective controls. Encouraged to report, anonymously or otherwise, any security risks or threats they perceive in the operations of the business. On receipt of any such information, the Board shall assess and take remedial action as appropriate in the circumstance.

The members of the Board have a collective responsibility and legal obligation to promote the interests of the Group and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chair of the Board.

For the year ended 31 December 2021, the Board consisted of six Directors of whom two are Executive and four are Non-Executive. Three Non-Executive Directors are independent Directors.

On 9 March 2021 Bettina Goerner stepped down from the Board at the same time as she resigned from her operational role at Springer Nature and was replaced by Mirko Walter, also an employee of Springer Nature.

On 1 August 2021 Dr Bryn Roberts joined the Board as Non-Executive Director.

The Board may appoint additional Directors as its business expands. Under the Articles of Association, all Directors must offer themselves for re-election at least once every three years. One third of the Directors retire by rotation at every Annual General Meeting and are eligible for reappointment.

The Board is supported by two Committees: Audit and Remuneration. The Board does not consider that it is of a size at present to require a separate nominations committee, and all members of the Board would be involved in the appointment of any new Directors.

All Directors are required to attend Board and relevant Board Committee meetings and, where possible, the AGM each year and to be available at other times as required for face-to-face and telephone meetings with the executive team and investors as reasonable.

The Board considers Karen Bach, Laurence Ede and Bryn Roberts to be independent Non-Executive Directors and reviews their independence on a regular basis. The Board has not identified any points that potentially impacts this independence.

The Board has a schedule of regular business, financial and operational matters, and each Board Committee ensures that all areas for which the Board has responsibility are addressed and reviewed during the course of the year. The Chief Executive is responsible for ensuring that, to inform decision making, the Directors receive accurate, sufficient and timely information. Board and Committee papers are compiled and circulated to Directors prior to meetings. Minutes of each meeting are provided to the Board and every Director is aware of the right to have any concerns minuted and to seek independent advice at the Group's expense where appropriate.

All members of the Board bring significant and varied sector experience, and many have board and public markets experience. The Board's members have chemical, technological, financial, regulatory, and venture stage operational experience and two members, Fraser Benson and Karen Bach, are chartered accountants. The Board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its current strategy. Directors attend seminars and other regulatory and trade events as considered appropriate to ensure that their knowledge remains current.

All Directors have access to the advice and services of the Company Secretary and in the course of their duties, if necessary, are able to take independent professional advice at the Company's expense. Committees have access to such resources as are required to fulfil their duties.

The Board comprises the following Directors who are all considered suitable for their roles given their backgrounds and experience as set out in the Company's Annual Report and Accounts.

Karen Bach, Independent Non-Executive Chair
Term of office:
 Appointed as a Non-Executive Chair in November 2020.
Current external appointments: IX Acquisition Corp, Dem Dx, Red Embedded Consulting Limited, Red Embedded Holdings Limited, XP Factory PLC, Purnoma Ltd.
Time commitment: 4 days per month.

Mark Warne, Chief Executive
Term of office:
 Appointed as a Non-Executive Director in September 2015, subsequently took on the role of Executive Chairman in April 2017 and appointed Chief Executive in July 2018.
Current external appointments: Ixico Plc.
Time commitment: Full time.

Fraser Benson, Chief Financial Officer
Term of office: 
Fraser Benson was appointed as Chief Financial Officer in November 2020.
Current external appointments: None.
Time commitment: Full time.

Laurence Ede, Independent Non-Executive Director
Term of office:
 Laurence Ede was appointed as a Non-Executive Director in April 2017. He is Chair of the Audit Committee and is also a member of the Remuneration Committee.
Current external appointments: Rosa Biotech Limited, Ubiquigent Limited, Manor Road Lettings Limited.
Time commitment: 1 to 2 days per month.

Mirko Walter, Non-Executive Director (appointed 9 March 2021)
Term of office:
 Mirko Walter was appointed as a Non-Executive Director in March 2021 and Chair of the Remuneration Committee.
Current external appointments: None.
Time commitment: 1 to 2 days per month.

Bryn Roberts, Independent Non-Executive Director (appointed 1 August 2021)
Term of office:
 Bryn Roberts was appointed as a Non-Executive Director on 1 August 2021.
Current external appointments: None.
Time commitment: 1 to 2 days per month.

Directors who served on the Board during the year ended 31 December 2021 and stepped down are:

Bettina Goerner, Non-Executive Director (resigned 9 March 2021)
Term of office: Appointed as Non-Executive Director on 15 March 2019.

Whilst the Group does not currently have an externally facilitated appraisal process for Directors, the Chair engages with all Directors to ensure that their individual contribution is relevant and effective and that they are committed members of the Board.

Furthermore, at the end of each Board meeting the Chair and Non-Executive Directors meet to identify areas to provide constructive feedback to the Executive Directors as part of continuous improvement. This process of evaluation will be kept under review and the Board will consider whether formal evaluations are appropriate in the future.

Our long-term growth is underpinned by our core values, which are considered to be:

  1. We place our customer users first and ensure that we understand the current and future needs of those who use our products and services, and always strive to exceed their expectations.
  2. We are committed to innovation in what we do and how we do it, by being creative, pragmatic and different.
  3. We focus on creating an environment where people want to work and give their best and feel empowered to make a difference.
  4. We expect all our Directors and employees to respect each other, to act honourably, to follow the law and to conduct business with the highest professional and ethical standards.

We aim for the culture of the Group to be characterised by these values. The Board believes that a culture that is based on these values provides competitive advantage and is consistent with fulfilment of the Group's mission and execution of its strategy.

Our staff handbook and standard operating procedures outline the fundamentals of our values to all staff (including business integrity, anti-bribery, gifts, intellectual property, etc.). The Group is committed to providing equal opportunities in employment and the creation of a work environment where everyone is treated with dignity and respect. The Group has developed and implemented policies and processes to ensure that all job applicants and employees receive equal treatment regardless of gender, race, age, disability, sexual orientation, religion or belief, nationality or ethnic origin.

An open culture of discussion is fostered and, given the size of the Group, it is not considered necessary to monitor stakeholder satisfaction through the use of satisfaction or engagement surveys at this stage, other than staff engagement surveys which are undertaken periodically. A staff performance appraisal and CPD process was implemented in 2019 which encompasses the Group's core values and business model goals, embedding them across the Company and laying the foundation for the planned growth and commercialisation of our DigitalGlassware™ platform.

The Board provides strategic leadership for the Group and operates within the scope of our chosen corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the Group implements in its business plans. The Board defines a series of matters reserved for its decision and has approved terms of reference for its Audit and Remuneration Committees to which certain responsibilities are delegated. The Chair of each Committee reports to the Board on the activities of that Committee.

The Audit Committee monitors the integrity of financial statements, oversees risk management and control and reviews external auditor independence.

The Remuneration Committee sets and reviews the compensation of the Board and reviews proposals regarding employee remuneration.

The Independent Non-Executive Chair has overall responsibility for corporate governance and in promoting high standards throughout the Group. She leads and chairs the Board, ensuring that Committees are properly structured and operate with appropriate terms of reference, leads in the development of strategy and setting objectives, and oversees communication between the Group and its shareholders.

The Chief Executive reviews operational matters and the performance of the business and is responsible for significant management decisions. The Chief Executive provides coherent leadership and management of the Group, leads the development of objectives, strategies and performance standards as agreed by the Board, monitors, reviews and manages key risks and strategies with the Board, ensures that the assets of the Group are maintained and safeguarded, leads on investor relations activities to ensure communications and the Group’s standing with shareholders and financial institutions are maintained, and ensures that the Board is aware of the views and opinions of stakeholders where relevant.

The Chief Executive is responsible for implementing and delivering the strategy and operational decisions agreed by the Board, making operational and financial decisions required in the day-to-day operation of the Group, providing executive leadership and championing the Group's values.

The Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Non-Executive Chair and ensure that the Company is operating within the governance and risk framework approved by the Board.

The Chief Executive is responsible for providing clear and timely information to the Board and its Committees and supports the Board on matters of corporate governance and risk.

The matters reserved for the full Board include:

  • setting long-term objectives and commercial strategy;
  • approving annual operating and capital expenditure budgets;
  • changing the share capital or corporate structure of the Group;
  • approving half year and full year results and reports;
  • approving dividend policy and the declaration of dividends;
  • approving major investments, disposals, capital projects or contracts;
  • approving resolutions to be put to general meetings of shareholders and the associated documents or circulars; and
  • approving changes to the Board structure.

The Board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this Code on an annual basis and revise its governance framework as appropriate as the Group evolves.

In addition to the investor relations activities described above under the principles item number 2, the Group encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The Chair and Chief Executive talk regularly with the Group's major shareholders and ensure their views are communicated fully to the Board.

The Board currently comprises a Non-Executive Chair, a Chief Executive Officer, a Chief Financial Officer and three Non-Executive Directors.

For the year ending 31 December 2021, the Board consisted of six directors of whom two are executive and four are non-executive.

All Directors are required to attend Board and relevant Board Committee meetings and, where possible, the AGM each year and to be available at other times as required for face-to-face and telephone meetings with the executive team and investors as reasonable. Each Director is required to keep their skill set up to date by attendance at webinars, CPD training and attending relevant corporate update sessions where appropriate.

Meetings held in the 12 months to 31 December 2021 and the attendance of the Directors at these meetings is summarised below:








Executive Directors







Mark Warne







Fraser Benson







Independent Non-Executive Directors / Committee Members







Karen Bach







Laurence Ede







Bettina Goerner (resigned 9th March 2021)







Mirko Walter (Appointed 9th March 2021)







Bryn Roberts (Appointed 1st August 2021)







Audit committee

The Audit Committee’s primary responsibilities are to monitor the integrity of the financial affairs and statements of the Company, to ensure that the financial performance of the Company and any subsidiary of the Company is properly measured and reported on, to review reports from the Company’s auditors relating to the accounting and internal controls and to make recommendations relating to the appointment of the external auditors.

The Audit Committee comprises Laurence Ede, who acts as Chair, Karen Bach and Mirko Walter. The Chair of the Audit Committee is provided with a comprehensive guide for review of the company’s Financial Reporting Cycle by the CFO, which includes advice on nurturing a culture of improvement, timing, planning, reporting on skillset and experience and the use of auditors and follows guidance suitable for Audit committees of AIM quoted companies issued by the FRC and ICAEW(2019).

Remuneration committee

The Remuneration Committee’s primary responsibilities are to review the performance of the Executive Directors of the Company and to determine the broad policy and framework for their remuneration and the terms and conditions of their service and that of senior management (including the remuneration of and grant of options to such persons under any share scheme adopted by the Company). The Remuneration Committee comprises Mirko Walter, who acts as Chair, and Laurence Ede.  The remuneration of Non-Executive Directors is set by the Board as a whole.

Internal Control

The Board is responsible for maintaining a sound system of internal control. The Board’s measures are designed to manage, but not eliminate, risk and such a system provides reasonable but not absolute assurance against material misstatement or loss.

Some key features of the internal control system are:


(i)                  Management accounts information, budgets, forecasts and business risk issues are regularly reviewed by the Board which meets at least four times per year;

(ii)                The Group has operational, accounting and employment policies in place;

(iii)               The Board actively evaluates the risks inherent in the business and ensures that appropriate controls and procedures are in place to manage these risks; and

(iv)               There is a clearly defined organisational structure and well-established operational and financial reporting and control systems.

Going concern

As in previous years, the Group has continued to utilise its cash resources to fund losses whilst the Smartchemistry® platform is commercialised and the sales pipeline is being established.

The Group continues to actively seek new business opportunities and progress discussions with our existing partners. At the year end, the timing and value of new revenue contracts remains uncertain. However, discussions are progressing and are expected to result in additional new revenues for the Group.

The cash balance at the 31 December 2021 was £0.3m.  The group raised £2.75m net of costs in early January (see post balance sheet event below).  Based on its current expenditure, the Directors have a reasonable expectation that the Group has adequate resources to be a going concern.

The Directors consider that it is appropriate to adopt the going concern basis in preparing the consolidated financial statements. Accordingly, the financial statements do not include any adjustments which would be required if the going concern basis of preparation was deemed to be inappropriate.  However, if the Group is unable to deliver upon its proposed revenue projections, or alternatively proposed cost reductions, there is limited headroom in the current forecasts and as such there is considered a material uncertainty which may cast doubt about the Group’s ability to continue as a going concern.

Post Balance Sheet Event

The group announced on the 24 December 2021 a placing, subscription and open offer to raise proceeds of £2.55m via the placing and subscription and a maximum of £0.25m by way of open offer.  Shares were priced at 0.1p, a significant discount to the prevailing share price.  This was successfully approved at General Meeting on the 20 January 2022 and 2,800,000,000 shares were admitted to trading at 8am on the 21 January 2022.  This raised £2.75m net of costs. 

Risk management

The Group’s risk management objectives and exposure are detailed in the Strategic Report on page 8 and in note 22 of the financial statements.

Employment policy

When applicable, the Directors are committed to continuing involvement and communication with employees on matters affecting both the employees and the Group.

The Group supports employment of disabled people wherever possible through recruitment, by retention of those who become disabled and generally through training, career development and promotion.

Creditor payment policy

The Group seeks to abide by the payment terms agreed with suppliers whenever it is satisfied that the supplier has provided the goods or services in accordance with the agreed terms and conditions. The Group does not have a standard code of conduct that deals specifically with the payment of suppliers.

At the end of the year outstanding invoices for the Group and Company represented 7 days purchases (2020: 11 days).

Annual General Meeting

The next Annual General Meeting will take place at 13:00 on the 27th May 2022 at the offices of Canaccord Genuity Limited, 88 Wood Street, London, UK, EC2V 7QR.

Voting rights

On a show of hands at a general meeting of the Company every holder of shares present in person and entitled to vote, and every proxy duly appointed by a member entitled to vote, has one vote and on a poll every member present in person or by proxy and entitled to vote has one vote for every share held.

Further details regarding the Annual General Meeting can be found in the Notice of Annual General Meeting at the back of this document. None of the shares carry any special rights with regard to control of the Company. Electronic and paper proxy appointments and voting instructions must be received by the Company’s transfer agent not later than 48 hours (not counting non-working days) before the meeting.

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and parent company financial statements in accordance with UK-adopted international accounting standards.

Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of the affairs of the Company and of the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the Directors are required to:

·       Select suitable accounting policies and then apply them consistently;

·       Make judgements and accounting estimates that are reasonable and prudent;

·       State whether applicable international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·       Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable the Directors to ensure that any financial statements comply with the requirements of the Companies Act 2006. They are also responsible, as a matter of general law,

for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for ensuring that they meet their responsibilities under the AIM rules.

The Directors are responsible for the maintenance and integrity of the company’s website (, and legislation in the UK governing the preparation and dissemination of financial statements, may differ from legislation in other jurisdictions.

Independent Auditors

The independent auditors, Nexia Smith & Williamson, have indicated their willingness to continue in office and a resolution that they be reappointed will be proposed at the AGM.

Disclosure of information to auditors

So far as each Director is aware, there is no relevant audit information of which the Company and the Group’s auditor was unaware. Each Director has taken all the steps that the director ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company and the Group’s auditor was aware of that information.

This information is given and should be interpreted in accordance with the provisions of S418 of the Companies Act 2006.