27 Annual Report 2022 REMUNERATION REPORT (AUDITED) This Remuneration Report outlines the director and executive remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report Key Management Personnel (KMP) of the Group are defined as those persons having the authority and responsibility for planning, directing, and controlling the major activities of the Group. The remuneration report has been audited as required by section 300A of the Corporations Act 2001. Use of remuneration consultants Independent external advice is sought from remuneration consultants when required, however no advice has been sought during the period ended 30 June 2022. Remuneration policy The Group has designed its compensation policies to ensure significant linkage between rewards and specific achievement that are intended to improve shareholder wealth. In assessing the link between the Group performance and compensation policy, it must be recognised that biotechnology companies generally do not make a profit until a drug or device is licensed or commercialised, either of which takes a number of years. Furthermore, the biotechnology sector as a whole is highly volatile, significantly driven by market sentiment and inherently high risk. Therefore, the direct correlation of compensation policy and traditional financial performance measures is not appropriate. As an alternative, key milestones are a more meaningful measure of performance to correlate levels of compensation. These milestones are discrete achievements and can be used to evaluate the Group’s progress towards commercialising its various projects. The Board recognises that the performance of the Company depends upon the quality of its Directors and Executives and to this end the Company is aware that it must attract, motivate, and retain experienced Directors and Executives. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Such officers are given the opportunity to receive their base emolument in the form of salary and fringe benefits such as motor vehicle benefits. In accordance with best practice governance, the structure of Non-Executive Directors and senior executive remuneration is separate and distinct. It should be noted that the amount of salary and the grant of options is at the discretion of the board of directors. The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to Shareholders. The Company’s Constitution and ASX Listing Rules specify that aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting of Shareholders. Approval by Shareholders was granted at a general meeting on 14 November 2019 to pay Non-Executive Directors an aggregate amount of up to $400,000 per annum. The Board considers fees paid to Non-Executive Directors of comparable companies when undertaking the annual review process. Each Non-Executive Director may also receive an equity based component where approval has been received from Shareholders in a general meeting. The Company’s Remuneration Committee was established on 25 February 2020 and initially consisted of two members beingMr Max Johnson (Chair) and Professor Allan Cripps. Mr Johnson and Professor Cripps are Non-Executive Directors of the Company. Dr Cumming was appointed to this Committee on 13 August 2020. Remuneration for directors and executives is not linked directly to the performance of the economic entity. The major provisions of each of the agreements relating to compensation are set out below. The Company has or had Employment and/or Consultancy Agreements in place with Dr Hinch, Mr Powell, Mr Johnson, Professor Cripps, Dr Cumming, Dr Rice, Mr Di Pietro, Dr Irminger-Finger, Dr French andMr Stubbings. Dr Cumming (appointed 28 July 2020) Dr Geoffrey Cumming has a Letter of Appointment with the Company dated 23 July 2020 to perform the role of Non‑Executive Chairman for an annual base fee of $75,000 plus superannuation entitlement. Dr Cumming is not entitled to a termination or redundancy benefit. Dr Hinch Dr Leearne Hinch has an Executive Employment Agreement with the Company dated 7 November 2016 to perform the role of Chief Executive Officer, under which Dr Hinch is paid a total fixed remuneration of $376,432 per annum plus superannuation payable under the Superannuation Guarantee Act. This arrangement can be terminated by either party by providing 6 months written notice, which based on current remuneration rates would amount to a termination payment of up to $188,216 if the full notice period is not served.
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