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## Diversity Policy 

Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. A copy of the company’s diversity policy is available on the Benitec website. 

The diversity policy outlines the requirements for the Board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. Accordingly, the Board has developed the following objectives regarding gender diversity and aims to achieve these objectives over the next few years as director and senior executive positions become vacant and appropriately qualified candidates become available: 

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## PRINCIPLE 4 Safeguard integrity in financial reporting 

The Board has established an Audit and Risk Committee which meets at least twice through the year. Mr Iain Ross has been appointed to chair the Committee and Mr Peter Francis is the other independent director on the Committee. Dr Mel Bridges chaired the Audit and Risk Committee until his retirement on 18 June 2014. 

The members of the Committee have significant financial, business and legal backgrounds, expertise and qualifications, full particulars of which are contained in this annual report, as are details of meetings of this Committee. 

The Committee is responsible for the appointment of the Company’s auditors and has a formal charter, which is posted on the Company’s website. The charter is reviewed annually to ensure that it is in line with emerging market practices which are in the best interests of shareholders. 

The main objective of the Committee is to assist the Board in reviewing any matters of significance affecting financial reporting and compliance of the consolidated entity including: 

• exercising oversight of the accuracy and completeness of the financial statements; 

• making informed decisions regarding accounting and compliance policies, practices, and disclosures; 

• reviewing the scope and results of operational risk reviews, compliance reviews, and external audits; and 

• assessing the adequacy of the consolidated entity’s internal control framework including accounting, compliance, and operational risk management controls based on information provided or obtained. 

“Compliance” refers to compliance with laws and regulations, internal compliance guidelines, policies and procedures, and other prescribed internal standards of behaviour. 

All other directors, the auditors and the Chief Financial Officer are invited to attend Committee meetings. The Committee meets with the auditors without management in attendance so that there can be open and frank communication between the Committee and the auditor. 

The Committee has the power to conduct or authorise investigations into, or consult independent experts on, any matters within the Committee’s scope of responsibility. 

The Committee also considers the independence of the auditor. The Company requires that the audit partner be rotated every five years and, on an annual basis, the auditor provides a certificate to the Committee confirming their independence. 

The Chief Executive Officer and Chief Financial Officer have certified to the committee that the Group’s financial reports present a true and fair view, in all material respects, of the Group’s financial condition and operational results and are in accordance with relevant accounting standards. 

## PRINCIPLE 5 Make timely and balanced disclosure 

The Board is committed to inform its shareholders and the market of any major events that influence the Company in a timely and conscientious manner. The Board is responsible for ensuring that the Company complies with the continuous disclosure requirements as set out in ASX Listing Rule 3.1 and the Corporations Act 2001. The Company’s Communication Protocols have been posted on the Company’s website. 

Any market sensitive information is discussed by the Board before it is approved to be released to the market. The Company’s procedure is to lodge the information with the ASX and make it available on the Company’s website shortly thereafter. All executives of the Company have been made aware of the Company’s obligations with regard to the continuous disclosure regime. 

## PRINCIPLE 6 Respect the rights of shareholders 

The Board ensures that its shareholders are fully informed of matters likely to be of interest to them. The Company provides all obligatory information such as annual reports, half yearly reports and other ASX required reports in accordance with the law and regulations. 

Notices of shareholders meetings, annual and extraordinary, are distributed in a timely manner and are accompanied by all information that the Company has obtained. 

The Company is always available to be contacted by shareholders for any query that the shareholders may have. The queries can be submitted by telephone, email or fax to the Company’s office. 

The chairman encourages questions and comments at the AGM ensuring that shareholders have a chance to obtain direct response from the CEO and other appropriate Board members. The Company requests that the auditors attend the AGM and are available to answer any questions with regard to the conduct of the audit and their report. 

