Directors’ Report  The employment conditions of Dr Michael Graham, the Chief  Scientific Officer, are formalised in a contract of employment dated  1 January 2012. Dr Graham’s appointment with the Company may be  terminated with the Company giving three months’ notice or by Dr  Graham giving three months’ notice. The Company may elect to pay  Dr Graham an equal amount to that proportion of his salary equivalent  to three month’s pay in lieu of notice, together with any outstanding  entitlements due to him. The Company may, at any time, by notice  in writing terminate the contract immediately in the event of serious  misconduct. The employment conditions of Dr David Suhy, Senior Vice President,  Research and Development, are formalised in a contract of  employment dated 28 August 2012. Dr Suhy’s appointment with the  Company may be terminated with the Company effectively giving  three months’ notice. The Company may elect to pay Dr Suhy an equal  amount to that proportion of his salary equivalent to three month’s pay  in lieu of notice, together with any outstanding entitlements due to  him. The Company may, at any time, by notice in writing terminate the  contract immediately in the event of serious misconduct. The employment conditions of Mr Greg West, the Company Secretary,  are formalised in a contract of employment dated 23 August 2011. Mr West’s appointment with the Company may be terminated with the  Company giving two months’ notice or by Mr West giving two months’  notice. The Company may elect to pay Mr West an equal amount to  that proportion of his salary equivalent to two month’s pay in lieu of  notice, together with any outstanding entitlements due to him. The  Company may, at any time, by notice in writing terminate the contract  immediately in the event of serious misconduct. This concludes the Remuneration Report which has been audited. The Company has entered into Deeds of Indemnity with the Directors,  the Chief Executive Officer and the Company Secretary, indemnifying  them against certain liabilities and costs to the extent permitted by law.  The Company has also agreed to pay a premium in respect of a contract  insuring the Directors and Officers of the Company. Full details of the  cover and premium are not disclosed as the insurance policy prohibits  the disclosure. In recognising the need for the highest standards of corporate  behaviour and accountability, the Directors of Benitec Biopharma  Limited observe the ASX principles of corporate governance. The  Company’s corporate governance statement is included on page 16 of  this annual report. Indemnification and insurance of Directors and Officers CORPORATE GOVERNANCE AUDITOR INDEPENDENCE PROCEEDINGS ON BEHALF OF COMPANY NON-AUDIT SERVICES The Directors received the declaration included on page 15 of this  annual report from the auditor of Benitec Biopharma Limited. The directors are satisfied that the provision of non-audit services  during the year is compatible with the general standard of  independence for auditors imposed by the Corporations Act. The  Directors and management assess the provision of non-audit services  before engagement to be satisfied that the auditor did not compromise  the auditor independence requirements of the Corporations Act.  No person has applied for leave of Court to bring proceedings on  behalf of the Company or intervene in any proceedings to which the  Company is a party for the purpose of taking responsibility on behalf of  the Company for all or any part of those proceedings. Non-audit services provided by Grant Thornton, the Company’s  auditors, during the year ended 30 June 2014 relate to taxation advice  and corporate advisory services for which fees of $24,000 (2013:  $43,230) were paid. This report has been made in accordance with a resolution of the  Directors. Sydney  22 August 2014 Peter Francis Chairman  Page 14 Benitec Biopharma Ltd  Annual Report 2014