## Corporate Governance Statement 

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. 

## PRINCIPLE 1 Lay solid foundations for management and oversight 

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. 

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. 

## PRINCIPLE 2 Structure the Board to add value 

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: 

• 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. 

• 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 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. 

The Company’s Constitution provides that: 

• 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. 

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. 

## PRINCIPLE 3 Promote ethical and responsible decision-making 

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. 

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. 

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. 

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. 

