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 The employment conditions of Dr Michael Graham, the Chief Scientific Officer, are formalised in a contract of employment dated 1 January 2012. Dr Graham’s appointment with the Company may be terminated with the Company giving three months’ notice or by Dr Graham giving three months’ notice. The Company may elect to pay Dr Graham an equal amount to that proportion of his salary equivalent to three month’s pay in lieu of notice, together with any outstanding entitlements due to him. The Company may, at any time, by notice in writing terminate the contract immediately in the event of serious misconduct. 

The employment conditions of Dr David Suhy, Senior Vice President, Research and Development, are formalised in a contract of employment dated 28 August 2012. Dr Suhy’s appointment with the Company may be terminated with the Company effectively giving three months’ notice. The Company may elect to pay Dr Suhy an equal amount to that proportion of his salary equivalent to three month’s pay in lieu of notice, together with any outstanding entitlements due to him. The Company may, at any time, by notice in writing terminate the contract immediately in the event of serious misconduct. 

The employment conditions of Mr Greg West, the Company Secretary, are formalised in a contract of employment dated 23 August 2011. Mr West’s appointment with the Company may be terminated with the Company giving two months’ notice or by Mr West giving two months’ notice. The Company may elect to pay Mr West an equal amount to that proportion of his salary equivalent to two month’s pay in lieu of notice, together with any outstanding entitlements due to him. The Company may, at any time, by notice in writing terminate the contract immediately in the event of serious misconduct. 

This concludes the Remuneration Report which has been audited. 

## Indemnification and insurance of Directors and Officers 

The Company has entered into Deeds of Indemnity with the Directors, the Chief Executive Officer and the Company Secretary, indemnifying them against certain liabilities and costs to the extent permitted by law. 

The Company has also agreed to pay a premium in respect of a contract insuring the Directors and Officers of the Company. Full details of the cover and premium are not disclosed as the insurance policy prohibits the disclosure. 

## CORPORATE GOVERNANCE 

In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Benitec Biopharma Limited observe the ASX principles of corporate governance. The Company’s corporate governance statement is included on page 16 of this annual report. 

## AUDITOR INDEPENDENCE 

The Directors received the declaration included on page 15 of this annual report from the auditor of Benitec Biopharma Limited. 

The directors are satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act. The Directors and management assess the provision of non-audit services before engagement to be satisfied that the auditor did not compromise the auditor independence requirements of the Corporations Act. 

## PROCEEDINGS ON BEHALF OF COMPANY 

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. 

## NON-AUDIT SERVICES 

Non-audit services provided by Grant Thornton, the Company’s auditors, during the year ended 30 June 2014 relate to taxation advice and corporate advisory services for which fees of $24,000 (2013: $43,230) were paid. 

This report has been made in accordance with a resolution of the Directors. 

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Sydney 22 August 2014 

