Board of Directors

The Board of Directors governs Genea Limited to operate in the field of human reproduction for the long-term enhancement of shareholder and community value. In exercising corporate governance, the Board takes responsibility for the strategic direction of the Company, appointment of the Managing Director (to whom executive authority is delegated), setting goals for management, monitoring the achievement of these goals, and ensuring that all obligations to the community are met. The Company’s obligations include compliance with legal requirements, observation of sound and consistent ethical principles, and the pursuit of best scientific and social practice. Specifically, the Board will:

1. approve the vision and strategic direction of the Company and ensure that this vision and these strategic goals evolve as required in the interacting realms of business, biology, ethics and the community;
2. appoint, review and determine the remuneration of the Managing Director;
3. monitor the operational and financial performance of the Company and approve the financial statements;
4. regularly review the performance of the Board as a whole and of individual members of the Board;
5. ensure that the processes of strategic planning, budgeting and reporting (including information, control and audit systems) are soundly designed, properly conducted, and regularly monitored;
6. ensure that statutory legal requirements as well as externally and internally generated ethical standards are complied with;
7. ensure that appropriate risk management procedures are maintained and followed; and
8. ensure that shareholders and others with legitimate interests have appropriate, reliable and timely information regarding the operations of the Company.

Board composition

In accordance with the constitution of the Company, the Board will consist of between four and ten directors. The current Board has a broad range of diverse and complementary skills and experience. The Board has adopted a policy of ensuring an appropriate mix of
executive and non-executive directors, with the Chairman to be elected by directors from among the non-executive directors.

The Chairman’s Committee assists the Board to review Board composition and nominations and makes recommendations to the Board on candidates for appointment as directors. In recommending potential new directors, and considering the re-election of incumbent directors, the Chairman’s Committee makes recommendations to the Board after carefully considering factors including the following:

• competencies required to ensure that the Board is able to efficiently and effectively fulfil its responsibilities and duties;
• relevant regulatory and statutory requirements;
• the results of reviews of Board performance; and
• the overall mix of functional skills of the members of the Board.

One third of the Board of Directors retire each year at the annual general meeting and may be re-elected. Directors appointed by the Board between annual general meetings are required by the constitution to retire at the next following annual general meeting, at which they may be re-elected. In addition to six scheduled full meetings each year, other Board meetings may be held as required and if necessary on short notice. Directors have the right, in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company’s expense in relation to the Company’s affairs, subject to prior written approval of the Chairman, which will not be unreasonably withheld. If the Chairman determines it to be appropriate, such advice will be made available to the other directors.

Under the Company’s constitution, the Company indemnifies its directors, to the extent permitted by law, against liabilities incurred by the directors in connection with the Company’s affairs to persons other than Genea Limited or its related bodies corporate.

Conflicts of interest

In accordance with the Corporations Act and the Company’s constitution, a director who has a material personal interest in a matter that relates to the affairs of the Company is required to declare the nature of the interest at a meeting of directors as soon
as practicable after the relevant facts have come to the director’s knowledge. Where the Board believes that a significant conflict exists, the director concerned does not receive the relevant Board papers and is not present at the meeting, or segment of the meeting, at which the item is considered.

Non-executive directors ’ compensation

It is the policy of the Board to maintain the remuneration of directors at levels that are consistent with market practice, having regard to the nature of their responsibilities and the size and business activities of the Company. From time to time the Board will seek independent advice on the directors’ appropriate remuneration. Non-executive directors are paid for their services in aggregate not more than the fixed sum last approved at a general meeting of members (shareholders). The directors determine the remuneration to be paid to each non-executive director within this aggregate limit, and in the absence of agreement the aggregate fixed sum is paid to them equally.

Ethical standards of corporate conduct

The Board endeavours to ensure that the directors, officers and employees of the Company act with integrity and observe the highest
standards of behaviour and business ethics in relation to their corporate activities, and comply with the Genea Code of Conduct. Directors, officers and employees are expected:

1. to comply with the law and the constitution of the Company;
2. to adhere to recommendations made by the Company’s independent auditors, the Ethics Committee, and the Professional Advisory Board (PAB);
3. to act only in the best interest of the Company and its shareholders taken as a whole;
4. to disclose actual or potential conflicts of interest, including any additional direct or indirect commercial relationship with the Company or with the Company’s competitors;
5. to be responsible and accountable for all their actions, and to act always with due skill, care and diligence;
6. to observe the ethical values of fairness and honesty;
7. to respect the dignity of others;
8. at all times to respect the privacy and right to confidentiality of the Company’s patients, clients and customers; and
9. not knowingly to conceal an error, whether clinical, scientific, clerical or administrative (the reciprocal duty of the Company being a policy not to disadvantage a member of the Company for the making of a mistake).

Board Contact

Company Secretary
Genea Limited
PO Box 4384
Sydney NSW 2001