UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

Check the appropriate box:

QUOTIENT LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

Table of Contents

September 8, 20212022

To our shareholders:

I am pleased to invite you to the 20212022 Annual General Meeting of Shareholders (the "Annual General Meeting" or “Annual Meeting”) of Quotient Limited (“Quotient”, the “Company” or "we", "us" and "our") to be held on October 29, 2021,31, 2022, at 9:11:00 a.m., local time, at the Radisson Blu Hotel, Zurich Airport, Rondellstrasse, Zurich Airport, 8058 Business Park Terre Bonne B1, Route de Crassier 13, 1262 EysinsZurich, Switzerland. Information about the meeting is presented on the following pages.

Details regarding admission to the meeting and the business that will be conducted are described in the accompanying Notice of Annual General Meeting (the "AGM Notice") and Proxy Statement.  

In accordance with the “notice and access” rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed, paper copy of our proxy materials to each shareholder who holds shares in street name (the “full set delivery” option), we are furnishing proxy materials to those shareholders over the Internet (the “notice only” option). A company may use either option, “notice only” or “full set delivery,” for all of its shareholders or may use one method for some shareholders and the other method for others. We believe the “notice only” process expedites shareholders’ receipt of proxy materials and reduces the costs and environmental impact of our Annual General Meeting. We will bear the entire cost of the solicitation. On or about September 8, 2021,2022, we will begin mailing a notice (the "Notice of Availability") to our shareholders containing instructions on how to access online our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2021,2022, filed with the SEC on June 3, 202128, 2022 (our "Annual Report"),  vote online, and receive paper copies of these documents for shareholders who so select, as well as a link containing instructions on how to vote by telephone. Our Proxy Statement and the Annual Report are also available at https://quotientbd.com/page/investors.

All shareholders who do not receive a Notice of Availability will receive a printed, paper copy of our proxy materials by mail. Whether or not you plan to attend the meeting, your vote is important, and we encourage you to review the proxy materials and vote as soon as possible using the instructions provided in the proxy materials. If you received a paper copy of our proxy materials by mail, or you received a Notice of Availability by mail and have opted to receive a paper copy of our proxy materials by mail, please sign, date and mail the proxy card in the envelope provided. You may also vote your shares over the Internet or via a toll-free (in the United States) telephone number contained in the voting instructions included with your proxy materials. Instructions regarding the methods of voting are contained in the Notice of Availability or proxy card.

ThankWhether or not you for your continued support of Quotient. We look forward to seeing you on October 29, 2021.

Important note regarding the COVID-19 pandemic:  As required by our organizational documents, we intend to hold the Annual General Meeting in person.  Although you would ordinarily be entitledplan to attend the Annual General Meeting and vote in person, in light of the COVID-19 pandemic, attendance in person may be discouraged or prohibited by government regulations or action or based on general health and safety considerations.  Yourmeeting, your vote is important and we encourage you to review the proxy materials and vote your shares by proxy as soon as possible prior to the Annual General Meeting.Meeting, using the instructions provided in the proxy materials.

Thank you for your continued support of Quotient.

Table of Contents

Notice of Annual General Meeting of Shareholders

To Be Held on October 29, 202131, 2022 at Business Park Terre Bonne B1, Route de Crassier 13, 1262 Eysins,the Radisson Blu Hotel, Zurich Airport, Rondellstrasse, Zurich Airport, 8058 Zurich, Switzerland

DATE: October 29, 202131, 2022

TIME: 9:11:00 a.m., local time

PLACE: Business Park Terre Bonne B1, Route de Crassier 13, 1262 Eysins,The Radisson Blu Hotel, Zurich Airport, Rondellstrasse, Zurich Airport, 8058 Zurich, Switzerland

RECORD DATE: the close of business on August 31, 20212022 (for beneficial owners of ordinary shares held in street name)

PURPOSE OF MEETING: Presenting the Company’s accounts for the fiscal year ended March 31, 2021,2022, together with the auditors’ reports on those accounts, to the shareholders at the Annual General Meeting, and passing the following ordinary and special resolutions and transacting such other business as may properly come before the Annual General Meeting:

ORDINARY RESOLUTIONS

Election of directors

1) THAT Manuel O. Méndez be elected as a director of the Company.

2) THAT Thomas Aebischer be elected as a director of the Company.

3) THAT Sophie Bechu be elected as a director of the Company.

4) THAT Isabelle Buckle be elected as a director of the Company.

3)5) THAT Frederick Hallsworth be elected as a director of the Company.

4)6) THAT Catherine Larue be elected as a director of the Company.

5) THAT Brian McDonough be elected as a director of the Company.

6)7) THAT Heino von Prondzynski be elected as a director of the Company.

7)8) THAT Zubeen Shroff be elected as a director of the Company.

8)9) THAT John Wilkerson be elected as a director of the Company.

Compensation of our named executive officers ("say on pay")

9)10) THAT the shareholders approve, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers, as described in the "Compensation"Executive Compensation - Compensation Discussion and Analysis" section of the Company's proxy statement (the "Proxy Statement") and the related compensation tables, notes and narrative discussion.

Increase in shares available for issuance and removal of the "evergreen" provision under the 2014 Equity Plan

11) THAT the fourth amended and restated 2014 Stock Incentive Plan (the "Fourth Amended and Restated 2014 Plan") be approved, which amends the Third Amended and Restated 2014 Stock Incentive Plan (the "2014 Plan") to (a) increase the number of ordinary shares authorized for issuance by 10’000’000 shares, and (b) remove the "evergreen" provision pursuant to which the aggregate number of shares authorized for issuance automatically increases each year.

Table of Contents

Auditors

10)12) THAT Ernst & Young LLP be re-appointed as the auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting of the Company to be held in 2022,2023, that the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for purposes of United States securities law reporting for the fiscal year ending March 31, 20222023 be ratified and that the directors be authorized to determine the fees to be paid to the auditors.

SPECIAL RESOLUTIONS

13) THAT the rights attaching to the common stock of the Company (ordinary shares) be and are hereby varied so that the Company acting by its board of directors shall have the power to undertake a reverse stock split (consolidation) of all (but not some only) of the ordinary shares in the capital of the Company in issue at the time of such reverse stock split, at such ratio as shall be determined by the board of directors of the Company, without further approval or authorization of the shareholders (the "Reverse Stock Split"), such power to be subject to the following conditions: (a) the ratio of the Reverse Stock Split must be a whole number between 1-for-10 and 1-for 40; (b) the Reverse Stock Split must be completed no later than the one year anniversary of the date of the Annual General Meeting; (c) with the exact ratio to be set within that range at the discretion of the board of directors, without further approval or authorization of the shareholders, and (d) to the extent the Reverse Stock Split causes any shareholder to hold a fractional number of shares, such fractions shall be dealt with in accordance with article 11.2 of the articles of association of the Company.

14) THAT the articles of association of the Company be and are hereby altered by the deletion of article 20.9 in its entirety and the insertion in its place of a new article 20.9 as follows:

"20.9For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company acting by its board of directors may specify a time in the notice of the meeting, such time being no more than 21 days before the day that notice of the meeting is sent, by which a person must be entered on the register of members in order to have the right to attend or vote at the meeting."

Record Date

Beneficial owners of Quotient shares held in street name are entitled to vote only if they were a shareholder of Quotient at the close of business on August 31, 2021.2022. Shareholders on Quotient's register of members 48 hours before the time the Annual General Meeting is to be held are also entitled to vote. Holders of ordinary shares of Quotient are entitled to one vote for each share held.

Table of Contents

Attendance at the Annual General Meeting

As required by our organizational documents, we intend to hold the Annual General Meeting in person.  AlthoughWhether or not you would ordinarily be entitledplan to attend the Annual General Meetingmeeting, your vote is important, and vote in person, in light of the COVID-19 pandemic, attendance in person may be discouraged or prohibited by government regulations or action or based on general health and safety considerations.  As a result, we encourage you to review the proxy materials and vote by proxy.as soon as possible using the instructions provided in the Notice.  If you hold your shares in street name, you may also follow the instructions included in the proxy materials to vote and confirm your attendance by telephone or Internet.

Where to Find More Information about the Resolutions and Proxies

Further information regarding the above business and resolutions is set out in the Proxy Statement and other proxy materials, which are available at https://quotientbd.com/page/investors.

You are entitled to appoint one or more proxies to attend the Annual General Meeting and vote on your behalf and your proxy need not also be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.

Table of Contents

PLEASE NOTE THAT THE COVID-19 PANDEMIC MAY IMPACT YOUR ABILITY TO ATTEND THE ANNUAL GENERAL MEETING IN PERSON.  

IF YOU INTEND TO ATTEND THE MEETING IN PERSON, YOU WILL NEED PROOF THAT YOU OWN QUOTIENT SHARES AS OF THE RECORD DATE (FOR BENEFICIAL OWNERS OF SHARES HELD IN STREET NAME) OR 48 HOURS PRIOR TO THE TIME OF THE ANNUAL GENERAL MEETING (FOR RECORD HOLDERS) TO BE ADMITTED TO THE ANNUAL GENERAL MEETING.

Record shareholder: If your shares are registered directly in your name, please bring proof of such ownership.  

Shares held in street name by a broker or a bank: If your shares are held for your account in the name of a broker, bank or other nominee, please bring a current brokerage statement, letter from your stockbroker or other proof of ownership to the meeting together with a proxy issued in your name should you wish to vote in person at the Annual General Meeting.

This Notice of Annual General Meeting and the Proxy Statement are being distributed on or about September 8, 2021.2022.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on October 29, 202131, 2022

Our Annual Report on Form 10-K for the fiscal year ended March 31, 20212022 (our "Annual Report"), notice of 20212022 Annual General Meeting, the Proxy Statement and proxy card are available in the “Financials & Filings” section of our website at https://quotientbd.com/page/investors.

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

QUOTIENT LIMITED

PROXY STATEMENT

FOR

ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors (the "Board") of QUOTIENT LIMITED (“Quotient,” the “Company,” or “we”, “us” and “our”) is soliciting proxies for use at the 20212022 Annual General Meeting of Shareholders to be held on October 29, 202131, 2022 (the "Annual General Meeting" or “Annual Meeting”), and at any adjournment or postponement of the Annual Meeting. A notice of the Annual Meeting and proxy materials will be distributed to shareholders who hold ordinary shares of Quotient as of August 31, 2021,2022, the Record Date (as defined below) for the Annual Meeting, on or about September 8, 2021.2022. Quotient Limited is a limited liability no par value company incorporated under the laws of Jersey, Channel Islands.

GENERAL INFORMATION

What am I voting on?

You will be voting on the following proposals at our Annual Meeting:

What are the recommendations of the Board?

All shares represented by a properly executed proxy will be voted unless the proxy is revoked and, if a choice is specified, your shares will be voted in accordance with that choice. If no choice is specified but the proxy card is signed, the proxy holders will vote your shares according to the recommendations of the Board, which are included in the discussion of each matter later in this proxy statement. The Board recommends that you vote:

FOR the election of each of the eightnine nominees as directors;

2

Table of Contents

FOR the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers as described in the "Compensation"Executive Compensation - Compensation Discussion and Analysis" of this proxy statement and the related compensation tables, notes and narrative discussion;

FOR the approval of the Fourth Amended and Restated 2014 Stock Incentive Plan (the "Fourth Amended and Restated 2014 Plan"), which reflects amendments to the Third Amended and Restated 2014 Stock Incentive Plan (the "2014 Plan") to (a) increase the number of ordinary shares authorized for issuance by 10,000,000 shares, and (b) remove the "evergreen" provision pursuant to which the aggregate number of shares authorized for issuance automatically increases;

FOR the re-appointment of Ernst & Young LLP as our auditors, ratification as our independent registered public accounting firm and the authorization of the directors to determine the fees to be paid to the auditors.auditors;

FOR the approval to vary the rights attaching to the common stock of the Company (ordinary shares) so that the Company acting by its board of directors shall have the power to undertake a reverse stock split (consolidation) of all of the ordinary shares in the capital of the Company in issue at the time of such reverse stock split, at such ratio as shall be determined by the board of directors of the Company, without further approval or authorization of the shareholders (the "Reverse Stock Split"), such power to be subject to the following conditions: (a) the ratio of the Reverse Stock Split must be a whole number between 1-for-10 and 1-for 40; (b) the Reverse Stock Split must be completed no later than the one year anniversary of the date of the Annual General Meetings; (c) with the exact ratio to be set within that range at the discretion of the board of directors, without further approval or authorization of the shareholders, and (d) to the extent the Reverse Stock Split causes any shareholder to hold a fractional number of shares, such fractions shall be dealt with in accordance with article 11.2 of the articles of association of the Company;

and,

FOR the deletion of article 20.9 in its entirety from the articles of association of the Company and the insertion in its place of a new article 20.9 whereby for the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company acting by its board of directors may specify a time in the notice of the meeting, such time being no more than 21 days before the day that notice of the meeting is sent, by which a person must be entered on the register of members in order to have the right to attend or vote at the meeting.

In addition, the proxy holders may vote in their discretion with respect to any other matter that properly comes before the Annual Meeting.

Who is entitled to vote?

For each proposal to be voted on, each shareholder is entitled to one vote for each ordinary share.   For beneficial owners of ordinary shares held in street name, the record date for the Annual Meeting is the close of business on August 31, 20212022 (the "Record Date"). Shareholders of record on our register of members 48 hours before the time the Annual Meeting is to be held are also entitled to vote.  As of the close of business on July 14, 2021,11, 2022, there were 101,527,188135’683’559 ordinary shares outstanding.

How do I vote by proxy in lieu of attending the Annual Meeting?

If you received a printed, paper copy of our proxy materials by mail, or you received a Notice of Availability by mail and have opted to receive a paper copy of our proxy materials by mail, you may vote by proxy by completing, dating and signing your proxy card and mailing it

2

Table of Contents

in the envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor, trustee or custodian), you must indicate your name and title or capacity.

If you received a Notice of Availability by mail, you will not receive a printed, paper copy of the proxy materials unless you request to receive one. Instead, the Notice of Availability will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Availability also instructs you as to how you may submit your proxy on the Internet and contains a link to instructions on how to submit your proxy by telephone. If you received a Notice of Availability by mail and would like to receive a paper copy of our proxy materials, including a proxy card, you should follow the instructions for requesting such materials included in the Notice of Availability.

If you vote via the Internet or by telephone, your vote must be received by 11:59 p.m., Eastern Time, on October 28, 2021.30, 2022. If you vote by Internet or telephone, you should not return your proxy card.

You may also vote in person at the Annual Meeting or you may be represented by another person at the Annual Meeting by executing a proxy designating that person.  However, in light ofWhether or not you plan to attend the COVID-19 pandemic, attendance in person may be discouraged or prohibited by government regulations or action or based on general healthmeeting, your vote is important, and safety considerations.  As a result, we encourage you to vote by proxy using one of the other voting methods described above.

3

Table of Contents

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in “street name.” The street name holder will provide you with instructions that you must follow in order to have your shares voted.

If you hold your shares in street name and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from the street name holder.  As noted above, however, in light ofwhether or not you plan to attend the COVID-19 pandemic, attendance in person may be discouraged or prohibited.  As a result,meeting, your vote is important, and we encourage you to vote by proxy using one of the other voting methods described above.

May I change my mind after submitting a proxy?

If you are a shareholder of record, you may revoke your proxy before it is exercised by:

If you are a beneficial owner of shares held in street name, you may revoke prior and submit new, voting instructions by contacting your brokerage firm, bank or other holder of record.

What are broker non-votes?

A broker non-vote occurs when the broker that holds your shares in street name is not entitled to vote on a matter without instruction from you and you do not give any instruction. Unless instructed otherwise by you, brokers will not have discretionary authority to vote on any matter other than Resolution 10,12 - AUDITORS, which is considered to be routine for these purposes. It is important that you cast your vote for your shares to be represented on all matters.

What is the required vote?

To be approved, Resolutions 1 to 1012 require a simple majority of the votes cast at the Annual Meeting in favor of each Resolution. Special Resolutions 13 and 14 require a two-third majority of the members who (being entitled to do so) vote in person, or by proxy, at the Annual Meeting in favor of each Resolution. If a director does not receive a majority of the vote for his or her election, then that director will not be re-elected to the Board and the Board may fill the vacancy with a different person, or the Board may reduce the number of directors to eliminate the vacancy. The vote on Resolution 910 - SAY ON PAY, is advisory and is not binding on our Board or the Company. Votes that are withheld with respect to the election of directors, abstentions and abstentionsbroker non-votes on the other matters are not counted as votes cast.

What will constitute the quorum for the Annual Meeting?

A quorum will consist of two or more shareholders present in person or by proxy who hold or represent shares between them of not less than 50% of the total shares in issue as of the date of the Annual Meeting.

3

Table of Contents

How can I attend the Annual Meeting?

As required by our organizational documents, we intend to hold the Annual Meeting in person.  AlthoughWhether or not you would ordinarily be entitledplan to attend the Annual Meetingmeeting, your vote is important, and vote in person, in light of the COVID-19 pandemic, attendance in person may be discouraged or prohibited by government regulations or action or based on general health and safety considerations.  As a result, we encourage you to vote by proxy.

If you nevertheless plan to attend the Annual Meeting, whether you are record shareholders (i.e., a person who owns shares registered directly in his or her name with Continental Stock Transfer & Trust Company, Quotient’s transfer agent) or beneficial owners of shares held in street name, you will need proof of ownership to be admitted to the Annual Meeting.

For beneficial owners of shares held in street name by a broker, bank or other nominee, a recent brokerage statement or letters from the broker, bank or other nominee are examples of proof of ownership. If your shares are held in street name and you want to vote in person at the Annual Meeting, you must obtain a written proxy from the broker, bank or other nominee holding your shares.

Can I access these proxy materials on the Internet?

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 20212022 (our "Annual Report") are available at https://quotientbd.com/page/investors.

4

Table of Contents

Can I get hard copies of the proxy materials?

In accordance with rules adopted by the SEC, instead of mailing a printed, paper copy of our proxy materials to our shareholders who hold their shares in street name, we are furnishing proxy materials, including this Proxy Statement and our Annual Report to shareholders, by providing access to these documents on the Internet. Accordingly, on or about September 8, 2021,2022, a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) will be sent to beneficial owners of our ordinary shares. The Notice of Availability provides you with instructions regarding the following: (1) viewing our proxy materials for the Annual Meeting on the Internet; (2) voting your shares after you have viewed our proxy materials; (3) requesting a paper copy of the proxy materials; and (4) instructing us to send our future proxy materials to you. We believe the delivery options allow us to provide our shareholders with the proxy materials they need, while lowering the cost of the delivery of the materials and reducing the environmental impact of printing and mailing. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to view those proxy materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

In addition, certain holders of record of our ordinary shares will be sent, by mail, this proxy statement and the related proxy card on or about September 8, 2021.2022.

Who pays for this proxy solicitation and how much did it cost?

We will pay the cost for soliciting proxies for the Annual Meeting. Quotient will distribute proxy materials and follow-up reminders by mail and electronic means. We have engaged Okapi Partners LLC (“Okapi”) at 1212 Avenue of the Americas, 24^th Floor, New York, New York 10036 to assist with the solicitation of proxies. We will pay Okapi a fee of $8,500,$9’000, plus reasonable out-of-pocket expenses. Certain Quotient employees, officers, and directors may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation for their services.

We will reimburse brokers, banks, and other nominees for their expenses in forwarding proxy materials to beneficial owners.

How can I obtain the Company’s corporate governance information?

These documents are posted on Quotient’s website at www.quotientbd.com. Click on the tab “Investors” and then the caption “Corporate Governance.”

4

Table of Contents

Where can I find voting results for this Annual Meeting?

The voting results will be published in a current report on Form 8-K, which will be filed with the SEC no later than four business days after the Annual Meeting. The voting results will also be accessible through our website at www.quotientbd.com at the same time.

5

Table of Contents

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

Per our Corporate Governance Guidelines, it is the sense of the Board of Directors that regular meetings at appropriate intervals are in general desirable for the performance of their responsibilities. In addition to regularly scheduled meetings, additional unscheduled meetings may be called upon appropriate notice at any time to address any special needs.  During the fiscal year ended March 31, 2021,2022, the Board met eighteenfifteen times including four regularly scheduled meetings, and the audit committee met ten times including four regularly scheduled meetings. The remuneration committee met nineeight times including four regularly scheduled meetings, and the nominating and corporate governance committee met twelvefive times including four regularly scheduled meetings, during the fiscal year ended March 31, 2021.2022. Attendance at Board and committee meetings exceeded 90% and no director attended less than 90% of the aggregate number of such Board and committee meetings for meetings that they were eligible to attend.

Our Board currently has three committees, as described below. Each committee has a separate written charter that is available on Quotient’s website at www.quotientbd.com.

Our business and affairs are managed under the direction of our Board. Our Board of Directors is currently composed of eightnine directors.  At each annual meeting of our shareholders, each of our directors must “retire,” and, if they wish to continue to serve as a director, they become subject to re-election to the Board by our shareholders.  

We are subject to the listing standards of Nasdaq, which require that, subject to specified exceptions and permitted phase-in periods, each member of a listed company’s audit, remuneration and nominating and corporate governance committees be independent. In addition, the listing standards of Nasdaq require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and that the remuneration committee members satisfy independence criteria set forth in Rule 5605(d) of Nasdaq rules. The listing standards of Nasdaq further provide that a director will only qualify as an “independent director” if, in the opinion of that company’s Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, the listing standards of Nasdaq require that a majority of the members of a listed company’s Board be independent. Our Board has determined that Messrs. Aebischer, Hallsworth, McDonough, von Prondzynski, Shroff and Wilkerson, Mses.  Bechu, Buckle and Larue, are independent directors under the applicable Nasdaq listing rules. In making these determinations, our Board considered the relationships that each such non-employee director has with our company and all other facts and circumstances that our Board deemed relevant in determining their independence, including beneficial ownership of our ordinary shares.

As previously announced in our proxy statement filed on July 27,for our 2020 duringannual meeting of the fiscal year ended March 31,shareholders, the Nominating and Governance Committee has continued to evaluate the skillsets available across the Company Board of Directors and has also reflected upon shareholders’ voices from the votes at the Company’s 2020 the Board evaluated our Board and committee composition, which2021 AGMs, as well as ongoing shareholder engagement activities.  This work has resulted in changes effective during the fiscal year ended March 31, 2021Company adding or nominating new members to its Board of Directors and previously announcedCommittees, and in our annual 2020 proxy statement, to the composition of the Board, the rotationeffectuating rotations of certain committee members and the appointment of new chairpersons to our remuneration committee and nominating and corporate governance committee.  three committees to be effective after the Annual General Meeting.

We believe these changes have brought and will continue to bring a fresh perspective and add new experience and skill sets to the Board and our committees.  Unless otherwise noted, the disclosure that follows is based on the current composition of the Board and our committees. 

Audit Committee

Our audit committee is composed of Ms. Larue and Messrs. Aebischer, Hallsworth and Shroff, with Mr. Hallsworth serving as chairman of the committee. Our Board has determined that all these committee members meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq.  Our Board has determined that Mr.Messrs. Hallsworth is anand Aebischer are “audit committee financial expert”experts” within the meaning of SEC regulations and applicable listing standards of Nasdaq. The audit committee met ten times during the year ended March 31, 2021,2022, including four regularly scheduled meetings.  Upon completion of the Annual General Meeting, if re-elected, Ms. Bechu will join the audit committee and the audit committee will be composed of Ms. Bechu and Larue and Messrs Aebischer and Hallsworth, with Mr. Aebischer serving as chairman of the committee.  The Board has determined that all these committee members meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq.

The audit committee’s responsibilities include:

6

Table of Contents

6

Table of Contents

Remuneration Committee

Our remuneration committee is composed of Messrs. McDonough, von Prondzynski and Shroff, with Mr. Shroff serving as chairman of the committee. Our Board has determined that all these committee members are independent as defined under the applicable listing standards of Nasdaq. The remuneration committee met nineeight times during the fiscal year ended March 31, 2021,2022, including four regularly scheduled meetings.  Mr. McDonough will not stand for re-election at the 2022 Annual General Meeting.  Upon completion of the Annual General Meeting, if re-elected, the remuneration committee will be composed of Ms. Larue and Messrs. Hallsworth and von Prodzynski, with Mr. Hallsworth serving as chairman of the remuneration committee.

The remuneration committee’s responsibilities include:

7

Table of Contents

7

Table of Contents

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is composed of Ms. Buckle and Messrs. von Prondzynski and Wilkerson, with Mr. von Prondzynski serving as chairchairman of the committee. Our Board has determined that these committee members are independent as defined under the applicable listing standards of Nasdaq. The committee met twelvefive times during the fiscal year ended March 31, 2021,2022, including four regularly scheduled meetings.Upon completion of the Annual General Meeting, if re-elected, the nominating and corporate governance committee will be composed of Ms. Buckle and Messrs von Prodzynski and Shroff, with Mr. Shroff serving as chairman of the nominating and corporate governance committee.

The nominating and corporate governance committee’s responsibilities include:

8

Table of Contents

BOARD PRACTICES

To help our shareholders better understand our Board practices, we are including the following description of current practices. The nominating and corporate governance committee periodically reviews these practices.

Size of the Board

Historically, the Board has consisted of eight directors and increased to nine directors in May 2022 and ten directors effective on September 1, 2022. We expect the size of the Board will return to nine directors at the Annual General Meeting, as described in more detail above.a result of Mr. McDonough’s decision not to stand for re-election.  Our Memorandum and Articles of Association providesprovide that our Board must consist of a minimum of two directors. The exact number of members on our Board will be determined from time to time by our full Board.  The Board appointed Mses. BuckleMr. Aebischer as director and Larue,member of the audit committee effective as of May 1, 2022, and appointed Ms. Bechu as a director effective as of September 1, 2020 to replace two directors who2022.  Mr. McDonough elected not to stand for re-election at the 2020 annual general meeting of shareholders.2022 Annual General Meeting.

Leadership Structure

Heino von Prondzynski, an independent, non-employee director, serves as the Chairman of the Board. The Board recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as we continue to grow. We separate the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, day-to-day leadership, and performance, while the Chairman of the Board provides guidance to the Chief Executive Officer and presides over meetings of the full board of directors. We believe that this separation of responsibilities provides a balanced approach to management of our Board and oversight of us. However, no single leadership model is right for all companies and at all times. The Board recognizes that depending on the circumstances, other leadership models, such as combining the role of Chairman of the Board with the role of Chief Executive Officer, might be appropriate. Accordingly, the Board may periodically review its leadership structure.

Director Independence

The Board believes that a substantial majority of its members should be independent, non-employee directors. Only one member of the Board, Mr. Méndez, who serves as our Chief Executive Officer, is an employee of Quotient. The non-employee directors of the Company are Mses. Bechu, Buckle and Larue, and Messrs. Aebischer, Hallsworth, McDonough, von Prondzynski, Shroff and Wilkerson. The Board has determined that Messrs. Aebischer, Hallsworth, McDonough, von Prondzynski, Shroff and Wilkerson, Mses. Bechu, Buckle and Larue, are independent directors under the applicable Nasdaq listing rules.  In addition, the Board has determined that Ms. Larue and Messrs. Aebischer, Hallsworth and Shroff, each of whom serves on our audit committee, is independent under Rule 10A-3 under the Exchange Act. In particular, in making such determinations, the Board specifically considered Mr. Shroff’s role as managing director of Galen Partners and Mr. Wilkerson’s role as senior advisor to Galen Partners and the attribution to each of them of beneficial ownership of shares beneficially owned by Galen Partners, and determined that their service in such roles and the resulting attribution of beneficial ownership of our shares did not hinder their independence under applicable Nasdaq or Exchange Act rules.  Upon completion of the Annual General Meeting, if re-elected, Ms. Bechu will join the audit committee and the audit committee will be composed of Ms. Bechu and Larue and Messrs Aebischer and Hallsworth, with Mr. Aebischer serving as chairman of the committee.  The Board has determined that Ms. Bechu meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq.

Audit Committee Financial Expert

The Board has determined that all of the current and nominee members of the audit committee are financially literate and that Mr. Hallsworth the chairman of the audit committee, is anand Mr. Aebischer, are “audit committee financial expert”experts” within the meaning of SEC regulations and applicable listing standards of Nasdaq.

Evaluation of Board Performance

The nominating and corporate governance committee coordinates an annual evaluation process by which the directors evaluate the Board’s and its committees’ performance and procedures. This self-evaluation leads to a full Board discussion of the results. The committees of the Board each conduct an annual evaluation of their committee’s performance and procedures.

As discussed above under “Meetings of the Board and Committees of the Board”, the Board evaluated our Board and committee composition, which resulted in certain changes during the fiscal year ended March 31, 2021Company adding or nominating new members to our Boardits board of Directors and Committees, and in effectuating rotations of certain committee members and committee chairpersons.the appointment of new chairpersons to our three committees to be effective after the Annual General Meeting. The Board further undertook its annual evaluation process during the fiscal year ended March 31, 2021.2022.

9

Table of Contents

Nomination of Directors – Skills and Experience

The nominating and corporate governance committee recommends individuals for membership on the Board. In making its recommendations, the nominating and corporate governance committee considers an individual’s independence based on Nasdaq independence requirements and the criteria determined by the Board.

The nominating and corporate governance committee considers not only a candidate’s qualities, performance and professional responsibilities, but also the composition of the Board and the challenges and needs of the Board at that time. The Board as a whole is

9

Table of Contents

constituted to be strong in its diversity and collective knowledge of accounting and finance, management and leadership, vision and strategy, business operations, business judgment, crisis management, risk assessment, industry knowledge, corporate governance and global markets.

The culture of the Board enables the Board to operate swiftly and effectively in making key decisions and when facing major challenges. Board meetings are conducted in an environment of trust, confidentiality, open dialogue, mutual respect and constructive commentary.

While the nominating and corporate governance committee does not have a formal policy on Board diversity, it views diversity in its broadest sense, which includes gender, ethnicity, education, experience and leadership qualities. The nominating and corporate governance committee will use the same process and criteria for evaluating all nominees, regardless of who submits the nominee for consideration.  In this regard, the nominating and corporate governance committee works with the Board, especially in conjunction with the annual Board and committee evaluations, to determine the appropriate diversity of professional experience, expertise, educational background and other qualifications in light of the Company’s business strategies.  As a group, our director nominees represent a broad range of these expertise, experience and skills.

The nominating and corporate governance committee also promotes the advancement of boardroom diversity and as a group, our director nominees embrace the below diversity range.

10

Table of Contents

Shareholders are encouraged to submit the name of any candidate they believe to be qualified to serve on the Board, together with background information on the candidate, to the chair of the nominating and corporate governance committee. In accordance with procedures set forth in our Memorandum and Articles of Association, shareholders may propose, and the nominating and corporate governance committee will consider, nominees for election to the Board at the next annual general meeting by giving timely written notice to our Head of Legal and Compliance, which must be received at our registered office no later than the close of business on the date that is 90 days before the first anniversary of the last annual general meeting of the Company, or August 1, 2021,2022, and no earlier than the date that is 120 days before the first anniversary of the last annual general meeting of the Company, or July 2, 2021.2022. The notice periods may change in accordance with the procedures set out in our Memorandum and Articles of Association. Any such notice must include the name of the nominee, a biographical sketch and resume, contact information and such other background materials on such nominee as the nominating and corporate governance committee may request.

Executive Sessions

Non-employee directors meet together as a group during each Board meeting, without the Chief Executive Officer or any other employees in attendance. Mr. von Prondzynski, as our Board’s Chairman, presides over each executive session of the Board. There is also an executive session during each committee meeting at which committee members meet without the Chief Executive Officer or any other employees in attendance. In addition, as required under Nasdaq listing standards, independent directors must meet together as a group at least twice a year.

Board’s Role in Risk Oversight

We face a number of risks, including risks relating to our business, operations, strategic direction and regulatory environment, as well as legal, financial, compliance, liability, information technology, ESG, cybersecurity and reputational risks. The Board takes an active role in risk oversight related to the Company both as a full Board and through its committees. While the Company’s management is responsible for day-to-day management of the various risks facing the Company, the Board is responsible for monitoring management’s actions and decisions. The Board, as apprised by the audit committee, determines that appropriate risk management and mitigation procedures are in place and that senior management takes the appropriate steps to manage all major risks.

Attendance at Shareholder Meetings

The Board does not have a formal policy regarding director attendance at shareholder meetings. The COVID-19 pandemic caused a majority of the directors to cancel their in-person attendance at the 2020 annual general meeting of the shareholders.  Mr. von Prondzynski and Mr. WaltMéndez attended the 2021 annual general meeting of the shareholders.

As required by our organizational documents, we intend to hold the 20212022 Annual General Meeting in person and all directors are expected to attend the 2021 annual general meeting.  However, as a result of the COVID-19 pandemic, certain of our directors may be unable to attend the meeting in person.

10

Table of Contents

Governance Principles

The Board maintains a formal statement of Corporate Governance Guidelines that sets forth the corporate governance practices for Quotient. The Corporate Governance Guidelines are available on our website at www.quotientbd.com. Click on the tab “Investors” and then the caption “Corporate Governance.”

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer and principal financial officer. A current copy of the code is posted on the investor section of our website, www.quotientbd.com. We intend to disclose any amendment to the code, or any waivers of its requirements, on our website.

Corporate Responsibility

The Board is committed to being a good corporate citizen and seeks to identify and manage the material environmental, social and governance (“ESG”) risks and opportunities that are relevant to our activities.  The following is a description of our commitment to minimize the environmental impact of our products and operations. Our strategy in fiscal year 2022 was geared towards waste management and environmental management ISO certification under ISO 14001.  Our goal is to harmonize green standards at group level and we are building an ESG taskforce with the mission to implement and improve our strategy in this area.

11

Table of Contents

Waste Management

We strive to reduce our waste, by employing continuous improvement initiatives such as our waste management process that focus on recyclable (and recycled) material and separates key waste categories according to their environmental impact. Our employees are trained on the waste management process and may consult with our biological safety team on special wastes features.  We put in place appropriate containers to collect, sort and dispose of general waste.

ISO 14001 – Environmental management

During fiscal year 2022, we have applied for and were successfully certified in June 2022 to the ISO 14001 Environmental Management System for our manufacturing site in Switzerland.  We are committed to play a key role in achieving sustainable climate objectives. By being certified according to the ISO 14001 standards, we demonstrate our willingness to improve our environmental performance. We strive to do our best to protect our planet’s natural resources while also working towards our own environmental objectives.

Environmentally friendly technologies

We encourage the development and diffusion of environmentally friendly technologies to help our company reduce the use of raw materials leading to increased efficiency. Our Innovators’ Circle Studies aim at providing analytical data and measuring the impact of our MosaiQ platform workflow on the environment through measuring reagents and consumables consumptions, volume of water used, liquid and solid waste generated.

Communications with the Board

The Board believes that it is in the best interests of the Company and its shareholders to provide to every shareholder the ability to communicate with the Board as a whole, or with an individual director, through an established process for shareholder communication. The shareholder communication policy is posted on Quotient’s website at www.quotientbd.com. Click on the tab “Investors” and then the caption “Corporate Governance.”

1112

Table of Contents

RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions, since April 1, 2019,2021, in which (a) we were a participant, (b) the amount involved exceeded $120,000 and (c) one or more of our executive officers, directors or 5% shareholders, or their immediate family members, each of whom we refer to as a “related person,” had a direct or indirect material interest. We refer to these as “related person transactions.”

Transition Agreement – Christopher Lindop

On January 3, 2020, we entered into a transition, separation and consultancy agreement with Mr. Christopher Lindop, our former Chief Financial Officer, and we agreed to make certain payments to Mr. Lindop in consideration for his service to the Company and employment with the Company through his retirement on May 31, 2020. For additional information, see “Executive Compensation – Agreements with our Executive Officers – Transition Agreement – Christopher Lindop.”

Transition Agreement – Roland Boyd

We previously entered into an employment agreement with Roland Boyd, our former Group Financial Controller and Treasurer, dated August 14, 2012 that set forth the terms and conditions under which Mr. Boyd served as our Group Financial Controller and Treasurer. On December 10, 2019, we entered into a transition agreement with Mr. Roland Boyd, our former Group Financial Controller & Treasurer, pursuant to which, in recognition of Mr. Boyd’s service to us, and in consideration for providing the services of Group Financial Controller and Treasurer through his retirement date of December 31, 2019, Mr. Boyd received £213,000 (equal to twelve months base salary) plus a prorated portion of his fiscal year 2020 bonus.  In addition, the transition agreement provided that all unvested options to acquire our ordinary shares held by Mr. Boyd that were scheduled to vest within 12 months following the retirement date remained outstanding and vested and became exercisable on their regularly scheduled vesting dates after Mr. Boyd’s retirement.  All other unvested options were forfeited; and all vested options remained exercisable until December 31, 2020. Furthermore, all unvested RSUs that were scheduled to vest within 12 months following the retirement date remained outstanding and vested on their regularly scheduled vesting dates after the retirement date.  All other unvested RSUs were forfeited.  Mr. Boyd had also agreed to provide consulting services to us to support any special projects that may arise during the 12 months after the retirement date, for which services Mr. Boyd was paid £1,300 per day plus reasonable out of pocket expenses.

Transition Agreement – Franz Walt

On February 23, 2021, we entered into a transition agreement with Mr. Franz Walt, our former Chief Executive Officer, and we agreed to make certain payments to Mr. Walt in consideration for his service to us, for his continued provision of services through his retirement date on May 24, 2021 and beyond.  For additional information, see “Executive Compensation – Agreements with ourfor up to 18 months following the retirement date to support the new Chief Executive Officers –Officer and to consult on special initiatives or other matters that may arise.  In recognition of Mr. Walt’s service to us, Mr. Walt received a single cash payment of $1,125,000 (equal to 18 months base salary). Mr. Walt was subject to non-competition restrictions during the 18-month consultancy.  In addition, the Transition Agreement – Franz Walt”.provided that all options to acquire our ordinary shares held by Mr. Walt that were unvested as of the retirement date and that were scheduled to vest within 12 months following the retirement date remained outstanding and vested and became exercisable on their regularly scheduled vesting dates after the retirement date; all other options held by Mr. Walt that were unvested as of the retirement date were forfeited; and all options held by Mr. Walt that were vested as of the retirement date remained exercisable until May 24, 2022. Furthermore, all restricted share units (“RSUs”) and other awards with respect to our ordinary shares held by Mr. Walt that were unvested as of the retirement date and that were scheduled to vest within 12 months following the retirement date remained outstanding and vested on their regularly scheduled vesting dates after the retirement date; and all other RSUs held by Mr. Walt that were unvested as of the retirement date were forfeited. Mr. Walt was also entitled to receive all accrued and vested benefits under any other Company benefit plans, and any reimbursements to which Mr. Walt was entitled under current policies through the retirement date.

Registration Rights Agreement

On December 13, 2019, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Heino von Prondzynski, our Chairman, Franz Walt, our former Chief Executive Officer, and Christopher Lindop, our former Chief Financial Officer, with respect to an aggregate of 105,000 ordinary shares owned by these individuals that were originally subscribed for by them in separate private placements that occurred in February 2017 and August 2018, respectively (the “registrable shares”). We refer to these individuals, in their capacities as parties to the Registration Rights Agreement, as the “holders.”  The purpose of the Registration Rights Agreement is to permit the public offer and resale of the registrable shares by the holders. In accordance with the terms of the Registration Rights Agreement, we filed with the SEC a shelf registration statement on Form S-3 to register the registrable shares to be sold by the holders from time to time (the “Shelf Registration Statement”), and we have agreed to use our reasonable best efforts to keep the Shelf Registration Statement continuously effective until the registrable shares are sold or otherwise cease to be registrable shares for purposes of the Registration Rights Agreement or the agreement is otherwise terminated.

Employment Agreements

We entered into an employment agreement with Mr. Larnach dated September 3, 2018, as amended on December 12, 2019, which sets forthSupplements to the terms and conditions under which Mr. Larnach served as our Head of Financial Accounting and Treasury. The agreement had an indefinite term. Effective as of January 1, 2020, Mr. Larnach was entitled to receive annual base salary of £165,000.  Mr. Larnach is obligated to refrain2016 Senior Secured Notes due 2025

On October 13, 2021, we received consents from competition with us for 12 months after his termination, unless that period is shortened by a period of leave.  On January 29, 2021, Mr. Larnach notified us of his decision to leave our company to pursue other career opportunities. Effective February 1, 2021, he resigned from his position as our Head of Financial Accounting and Treasury and our principal accounting officer. Following his resignation date, he has served as our Head of Group Accounting and has supported us through the closeall of the fiscal year ended March 31, 2021 and the preparationholders of our Annual Report on Form 10-K12% senior Secured Notes (the “Notes”) to ensurecertain amendments to the indenture governing the Notes.  Highbridge Capital Management, LLC and its affiliates, which beneficially own more than 5% of the Company’s ordinary shares, is a smooth transition. Mr. Larnach’s employment agreement with us terminated on May 31, 2021.holder of the Notes and received its prorate share of the consent consideration paid to holders of the Notes, which amounted to (i) an aggregate of 932,772 of the Company’s ordinary shares, nil par value per share, and (ii) 5-year warrants to purchase an aggregate of 1,844,020 of the Company’s ordinary shares for $4 per share

In June 2022, the Company and holders of the Notes agreed additional amendments of the Notes.  In July 2022, Highbridge Capital Management, LLC and its affiliates will receive warrants to purchase Company’s ordinary shares at an exercise price of $0.75 per share.

12

Table of Contents

On July 2, 2019, we entered into an amendment to our employment agreement with Mr. Walt, our former Chief Executive Officer, to provide for automatic renewal of its term for an additional twelve months, subject to either party giving the other party at least three months’ written notice that the term of the agreement will not be extended.Employment Agreements

On January 3, 2020, we entered into an employment agreement with Mr. Buhler, our former Chief Financial Officer, which sets forth the terms and conditions under which Mr. Buhler will serveserved as our Chief Financial Officer.

On January 7, 2020 we entered into amendments respectivelyJune 30, 2021, Peter Buhler notified the Company that he was resigning from his position as Chief Financial Officer to our employment agreement, dated November 21, 2012,take a position with Mr. Farrell and to our employment agreement, dated March 9, 2009, with Mr. Stackawitz, in connection with the appointment effective retroactively as of January 1, 2020 of Mr. Farrellanother company.  He continued serving as our Chief OperatingFinancial Officer through to October 31, 2021, and Mr. Stackawitz as our Chief Commercial Officer.remained with the Company to ensure a smooth transition until his employment agreement ended on December 31, 2021.

On February 23, 2021, we entered into an employment agreement with Mr. Méndez, which sets forth the terms and conditions under which Mr. Méndez will serve in the position of Chief Executive Officer effective April 1, 2021. The Employment Agreement was approved by the Board as well as the Remuneration Committee of the Board. The agreement has a four-year term and subject to certain circumstances set forth in the Employment Agreement, Mr. Méndez will work at our premises in Eysins, Switzerland.  The employment agreement with Mr. Méndez was subsequently amended on October 5 and October 15, 2021, as well as on January 12, 2022.

13

Table of Contents

On December 18, 2020,September 23, 2021, we entered into an employment agreement with Ms. Vittoria BonassoMr. El Khoury, which sets forth the terms and conditions under which Ms. Bonasso will serve in the position of Head of Finance & Group ControllerMr. El Khoury serves as our Chief Commercial Officer effective February 1,from October 5, 2021. Ms. Bonasso took on the position of principal accounting officer effective June 10, 2021.  The agreement has an indefinite term. Effective as of February 1, 2021, Ms. Bonasso is entitled to receive annual base salary of CHF 250,000.  Ms. Bonasso is obligated to refrain from competition with us for 12 months after her termination, unless that period is shortened by a period of leave.

For additional information on our employment agreements with our executive officers, see “Executive Compensation—Agreements with our Executive Officers—Employment Agreements.”

Equity Awards

We have issued certain shares and granted share options, or multi-year, performance-based restricted share units, or MRSUs, and/or restricted share units, or RSUs, to our executive officers and our directors.  For additional information, see “Executive Compensation—Outstanding Equity Awards at Fiscal Year End” and “—“Non-Employee Director Compensation.”

Change of Control

We are party to change of control agreements with certain of our executive officers. We also include information on change of control agreements with certain of our former executive officers. For additional information, see “Executive Compensation—Agreements with our Executive Officers—Change of Control Agreements.”

Indemnification

We have entered into indemnification provisions or agreements with each of our executive officers and directors to indemnify them against certain liabilities and expenses arising from their being an officer or director (but specifically excluding any circumstance where they are determined to have violated their fiduciary duty to us). Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Non-Employee Director Appointment Letters

We have entered into letters of appointment with certain of our non-employee directors. These letters set forth the main terms on which each of our non-employee directors serve on our Board. Continued appointment under the letter is contingent on continued satisfactory performance, re-nomination by the nominating and corporate governance committee and approval of the Board, re-election by the shareholders and any relevant statutory provisions and provisions of our articles of association relating to removal of a director.

Procedures for Approval of Related Party Transactions

Currently, under our Related Party Transaction Policy, our audit committee is charged with the primary responsibility for determining whether, based on the facts and circumstances, a related person has a direct or indirect material interest in a proposed or existing transaction. To assist our audit committee in making this determination, the policy sets forth certain categories of transactions that are deemed not to involve a direct or indirect material interest on behalf of the related person. If, after applying these categorical standards and weighing all of the facts and

13

Table of Contents

circumstances, our audit committee determines that the related person would have a direct or indirect material interest in the transaction, the audit committee must review and either approve or reject the transaction in accordance with the terms of the policy. If any executive officer becomes aware of a related party transaction that the audit committee has not approved or ratified, he or she shall promptly inform the audit committee or such other person designated by the audit committee.

Composition of our Board of Directors and Director Independence

For information about the composition of our Board and director independence, please see “Meetings of the Board of Directors and Committees of the Board” and “Board Practices-Director Independence.”

Remuneration Committee Interlocks and Insider Participation

None of the members of our remuneration committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board or remuneration committee of any entity that has one or more executive officers serving on our Board or remuneration committee.

Family Relationships

There is no family relationship between any director, executive officer or person nominated to become a director or executive director.