Science and Research Commercialisation Committee

Principal committee functions

The Science and Research Commercialisation Committee is an advisory committee to the Genea Board. The Committee’s purpose
is to inform the Board and to assist the General Manager, Stem Cell and Research Division, to create strategies, systems, processes and procedures that will advance Genea as a science-based business. Specifically, the Committee will ensure that:

1. the scientific, research and development paths set by the Division are those that best match the Company’s business strategy;
2. the Company’s research and development strategy is that which makes best use of the opportunities for the Company’s business model in the Australian and international market place; and
3. the Company monitors the ongoing scientific and commercial viability of R&D projects on hand and ensures that the maximum commercial value is extracted from them.

Committee membership

The membership of the Committee will include at least four members:

1. a Genea non-executive director to chair the Committee;
2. an external non-executive member to monitor and advise on scientific activities;
3. an external non-executive member to monitor and advise on commercialisation activities; and
4. the General Manager, Stem Cell & Research Division.

Committee responsibilities in practice

To assist Genea management to establish strategies, systems, processes and procedures that enable management and the Committee:

1. to ensure that commercial returns are maximised on current and future R&D programs and IP assets;
2. to identify unique Genea inventions to be protected by patent;
3. to enable the commercial opportunities that should guide the future R&D programs, product development requirements and IP acquisitions to be identified and evaluated; and
4. periodically to conduct reviews to identify and evaluate areas of potential commercial opportunity for Genea.

Committee reporting and accountability

The Committee reports to the Genea Board after each of the Committee’s meetings, by way of:

1. a brief, memo-style “Actions Arising” report; and
2. a verbal report from the Committee Chairman to the Managing Director.

Ethics and governance

The Committee:

1. is subject to Genea’s corporate governance rules as they apply to other Board Committees and to the Board itself, both in the way the Committee operates within its character and in how it deals with conflicts of interest; and
2. ensures that the Ethics Committee is advised of new R&D projects that are initiated or approved.

Work program and meetings

The Committee will conduct a number of formal meetings each year. These meetings are expected to be supplemented by meetings and teleconferences between individual members and management as required. Meetings are convened at the discretion of the Committee Chair.

Remuneration and tenure

The Sydney IVF Limited (Genea) Board will determine the remuneration of nonemployee members of the Committee. The Chair of the Committee will be remunerated in accordance with the directors’ fees payable for a chairman of a Board Committee. Non-Board, non-executive members will be paid quarterly in arrears on submission of an invoice for a quarter of the agreed annual fee as determined by the Board. Alternatively, members may elect to receive shares in lieu of cash remuneration (net of any applicable income tax) under the same conditions as those which apply to directors of the Company. Membership of the Committee is made by annual appointment and is subject to review by the Board each year between the end of the financial year and the annual general meeting.

Operational framework

To achieve its objectives, the Committee may, through the General Manager of the Stem Cell and Research Division:

1. work closely with one or more key executives of the Division; and
2. request assistance from other business divisions within the Company