Genesis is committed to the highest standards of behaviour and accountability and has adopted formal policies to ensure that this is achieved, consistent with best practice and stock exchange rules and recommendations regarding corporate governance.
The Directors of Genesis are elected by shareholders and are responsible for the direction and supervision of the company’s business. The Board has determined that its principal responsibilities are:
A procedure has been agreed by the Board for any director to take independent professional advice at the expense of the company if required.
Delegation of Authority The formulation and implementation of policies and reporting procedures, other than those set out above, has been delegated to management. The Board monitors that delegation as part of the formal business of Board meetings.
Board Membership The Board currently comprises five non-executive Directors. The Board periodically reviews its membership and seeks to maintain a balance of Directors with complementary business expertise and biotechnology experience who will, at all times, act with an independent mind, in accordance with the highest ethical standards and contribute in a positive and constructive manner to Board discussion and debate. The Board will ensure that a majority of the Directors are non-executive and have no professional relationship with the company. Nomination and appointment of new Directors is undertaken by the full Board.
In accordance with the Company’s Constitution, any newly appointed directors and those retiring by rotation will be subject to re-election at the next annual meeting.Directors Share Trading The company will promptly notify the NZSX and ASX if any Director or Officer acquires or disposes of Genesis securities.The Directors have implemented policies that restrict all directors and employees from buying or selling Genesis shares for a period prior to announcement of half and full year results.
Board Committees The Board has formally constituted two permanent Board Committees, the Audit Committee and the Remuneration Committee. The Audit Committee is regulated by a charter that addresses membership, function, specific responsibilities, and reporting procedures, consistent with the requirements of NZX Listing Rule 3.6.3. It is chaired by Mr J N McLean who has a financial background. Current members of the Audit Committee are Mr J H von Roy and Dr S J Washer.
The Audit Committee is responsible for:
Shareholder Communication The board ensures that any material non-confidential information is provided to shareholders in accordance with the continuous disclosure requirements by release to the New Zealand and Australian Stock Exchanges and by prompt posting on the Company's web site. When appropriate, annual and half yearly reports will be supplemented by shareholder newsletters. The Board has established policies and reporting procedures for management of material business risks. Management has reported to the Board that all material business risks are being managed effectively. Governance Principles
The corporate governance principles adopted or followed by Genesis are generally consistent with the NZX Corporate Governance Best Practice Code and the ASX Corporate Governance Council Principles and Recommendations, with the following exceptions:
Some key policies are available at the links below: