Page 16 Benitec Biopharma Ltd  Annual Report 2014 Corporate Governance Statement PRINCIPLE 1  Lay solid foundations for management and oversight PRINCIPLE 2  Structure the Board to add value PRINCIPLE 3  Promote ethical and responsible decision-making The Board of Directors is responsible for establishing the corporate  governance framework of the Group. The Board guides and monitors  the business and affairs of Benitec on behalf of its shareholders by  whom they are elected and to whom they are accountable. The Company’s corporate governance reflects the ASX Corporate  Governance Council’s principles and recommendations. The following  commentary summarises the Company’s compliance with the ASX  Corporate Governance Council’s recommendations. The Board has adopted a formal charter that sets out their  responsibilities. This charter is posted on the Company’s website  www.benitec.com. The Board sets objectives, goals and strategic  direction along with a policy framework which management then  works within to manage day-to-day business. The Board monitors  this on a regular basis. There is clear segregation between the Board  and management. Any functions not reserved for the Board and not  expressly reserved for members by the Corporations Act and ASX  Listing Rules are reserved for senior executives. The Company’s Constitution provides that: The Board continually assesses its membership and makes  appointments to complement and enhance the existing skill base  of the Board. The Board has established a Remuneration and  Nominations Committee comprising of all non-executive directors.  Formal letters of appointment are used for all new NEDs. Senior executives are subject to a formal performance review process  on an annual basis. The focus of the performance review is to set  specific objectives, and monitor performance against them for each  executive, that are aligned with the Company’s business objectives.  An annual review of the performance of each senior executive was  conducted in accordance with this process during the year. The duties of a nomination committee have been assumed by the  Board due to the size and scale of the Company.  The Board carries out a Board performance assessment on an annual  basis. In the last review, the Board undertook a detailed review of its  performance and that of its committees and individual Directors. This  involved a self-assessment process which required the completion  and evaluation of questionnaires on Board and management matters.  The results of this review were collated and analysed by the Board.  Following recent changes to the Board, the next review is expected to  take place during the year ended 30 June 2015. Details on the Board members and their qualifications are included in  the Directors’ Report. The Board has a policy of maintaining a majority  of independent directors. The current Board composition is four  independent Non-Executive Directors (NEDs). The Board has resolved  that a majority of the members of each Board committee should be  NEDs. The Board has approved that, where necessary, NEDs should  meet during the year in absence of management at such times as they  determine necessary. Directors are considered to be independent when they are  independent of management and free from any business or other  relationship that could materially interfere with the exercise of their  independent judgement. The Board assesses director independence  on an annual basis, or more often if it feels it is warranted, depending  on disclosures made by individual Directors. In the context of director  independence, to be considered independent a NED may not have a  direct or indirect material relationship with the Company. The Board  has determined that a material relationship is one which has, or has  the potential to, impair or inhibit a Director’s exercise of judgement on  behalf of the Company and its shareholders. The Board has concluded that all NEDs are independent. In reaching  this conclusion, the Board considered that: Board members who have or may have a conflict of interest in any  activity of the Company or with regard to any decision before the  Board, notify the Board of such and a decision is made as to whether  the Board member concerned is to be excluded from making decisions  that relates to the particular matter. The Company’s constitution allows  a Director to enter into any contract with the Company other than that  of auditor for the Company, subject to the law. The Board has determined that Directors are able to seek independent  professional advice for Company related matters at the Company’s  expense, subject to the instruction and estimated cost being approved  by the Chairman in advance as being necessary and reasonable. All Directors and employees of the Company are made aware of their  obligations under the Corporations Act 2001 with regard to trading in  the securities of the Company. In addition, the Company has adopted a  Share Trading Policy, which is reviewed and updated on a regular basis  as required. This policy is posted on the Company’s website. All Directors and employees of the Company are expected to act with  the utmost integrity and objectivity, striving at all times to enhance the  reputation and performance of the Company.  The Board and management ensure that the business processes of  Benitec are conducted according to sound ethical principles. The Board  has established a formal Code of Conduct in this regard. This code is  posted on the Company’s website. •  Dr Bridges, Dr Chiplin, Mr Ross and Mr Buchi do not have any  previous association with the Company or any other relationships  that are relevant to their independence. •  the maximum number of Directors shall be ten unless amended by  a resolution at a General Meeting of Shareholders; •  one third of the Directors (excluding the Managing Director and  rounded down) must retire from office at the Annual General  Meeting (AGM) each year; such retiring Directors are eligible for  re-election; •  Directors appointed to fill casual vacancies must submit to  election at the next general meeting; and •  the number of Directors necessary to constitute a quorum is not  less than two Directors currently in office. •  Mr Francis, the Non-Executive Chairman, is a principal of Francis  Abourizk Lightowlers, a material professional adviser to the  Company. Notwithstanding this association, the Board is satisfied  that it will not interfere with the independent exercise of his  judgment.