Financial Report DIRECTORS’ MEETINGS The following table sets out the number of meetings of the Company’s directors held during the year ending 30 June 2024 and the number of meetings attended by each director. Directors’ Meetings Audit Committee Remuneration Committee No. of meetings held while in office Meetings attended No. of meetings held while in office Meetings attended No. of meetings held while in office Meetings attended Mr David Williams 8 8 N/A N/A N/A N/A Dr Geoffrey Cumming 11 11 2 2 1 1 Mr Max Johnston 11 11 2 2 1 1 Mr Philip Powell 11 11 2 2 N/A N/A Mr David Williams joined the Board on 29 November 2023 and was therefore only eligible to attend 8 Board meetings. 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 2024. REMUNERATION POLICY The Group has designed its compensation policies to ensure significant linkage between rewards and specific achievements 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 consists of three members being David Williams (Chair), Max Johnson and Dr Geoff Cumming. All Remuneration Committee members are Non-Executives of the Company. Remuneration for directors and executives are not linked directly to the performance of the economic entity. The Company has or had Employment Agreements in place with Mr Williams, Dr Cumming, Mr Powell, Mr Johnson, Dr Hinch, Dr Rice and Mr Edwards. The major provisions of each of the agreements relating to compensation are set out below. 25 Annual Report 2024
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