Directors’ Report Environmental regulation Meetings of Directors The performance of executives is measured against criteria agreed  annually with each executive and is based predominantly on the overall  success of the Company in achieving its broader corporate goals.  Bonuses and incentives are linked to predetermined performance  criteria. The Board may, however, exercise its discretion in relation  to approving incentives, bonuses, and options, and can recommend  changes to the CEO’s recommendations. The policy is designed  to attract the highest calibre of executives and reward them for  performance that results in long-term growth in shareholder wealth. The Group’s operations are not subject to any significant environmental  regulations under either Commonwealth or State legislation. The number of meetings of the Directors held during the year and the  number of meetings attended by each director was as follows: Executives may be invited to participate in the Employee Share Option Plan.  Australian executives or directors receive a superannuation guarantee  contribution required by the government and do not receive any other  retirement benefits. All remuneration paid to directors and executives is valued at the cost  to the Company and expensed. Options are valued using the Black- Scholes methodology.  The Board policy is to remunerate non-executive directors at  market rates for comparable companies for time, commitment, and  responsibilities. The Board as a whole determines payments to the  non-executive directors and reviews their remuneration annually,  based on market practice, duties, and accountability. The maximum  aggregate amount of fees that can be paid to non-executive directors  is subject to approval by shareholders at the Annual General Meeting.  Fees for non-executive directors are not linked to the performance  of the consolidated entity. However, to align directors’ interests with  shareholder interests, the directors are encouraged to hold shares in  the Company. Due to the small number of Directors, it was determined that the  Board would undertake all of the duties of a properly constituted  Remuneration and Nomination Committee, with Dr John Chiplin acting  as Chairman. The Audit and Risk Committee was chaired by Dr Bridges and met  twice during the financial year. Mr Iain Ross now chairs the Audit and  Risk Committee. Each executive’s remuneration package has a performance-based  component. The intention of this approach is to facilitate goal  congruence between executives with the business and shareholders.  Generally, the executive’s performance based remuneration is tied  to the Company’s successful achievement of certain key milestones  relating to its operating activities, as well as the Company’s overall  financial position. This report details the nature and amount of remuneration for each  director of the Company, and for all key management personnel. The information provided in the Remuneration Report has been audited  as required by s308 (3c) of the Corporations Act 2001. The remuneration policy of the Company is to align director and  executive objectives with shareholder and business objectives by  providing a fixed remuneration component and offering long-term  incentives based on key performance areas. The Board believes the  remuneration policy to be appropriate and effective in its ability to  attract and retain the best executives and directors to run and manage  the consolidated entity, as well as create goal congruence between  directors, executives, and shareholders. The remuneration policy has been tailored to increase goal congruence  between shareholders, directors, and executives. Two methods are  applied in achieving this aim, the first being a performance based bonus  based on achievement of key corporate milestones, and the second  being the issue of options to the majority of directors and executives to  encourage the alignment of personal and shareholder interests. The Board is responsible for determining the appropriate remuneration  package for the CEO, and the CEO is in turn responsible for determining  the appropriate remuneration packages for senior management. Executives typically receive a base salary (which is based on factors  such as experience and comparable industry information), options, and  performance incentives. The Board reviews the CEO’s remuneration  package, and the CEO reviews the other senior executives’  remuneration packages, annually by reference to the consolidated  entity’s performance, executive performance, and comparable  information within the industry. Page 10 Benitec Biopharma Ltd  Annual Report 2014 Company Performance, Shareholder Wealth, and Directors’ and  Executives’ Remuneration Performance Based Remuneration Remuneration report (audited) Remuneration Philosophy Committee membership Board of Directors  Risk & Audit Committee Attended Held Attended Held Peter Francis  13  13  2  2 Peter French  11  11  -  - John Chiplin  13  13  2  2 Kevin Buchi  11  13  -  - Iain Ross  11  13  -  - Mel Bridges  11  13  2  2