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:
To create shareholder value through the approval of appropriate
corporate strategies with particular regard to return expectations,
allocation of resources, financial policy and the review of performance
against strategic objectives;
To appoint the Chief Executive and monitor the appointment of senior
executives, review their performance, remuneration and succession plans;
To ensure that material information is disclosed to the market as soon as possible in a fair, accurate and balanced manner;
To approve and foster a corporate culture which requires management
and every employee to operate to the highest level of ethical and
To approve major transactions relating to acquisitions and divestments
and capital expenditure exceeding delegated authorities;
To review operating performance, research achievements and the
progress of regulatory procedures, against budgets and other performance
goals and to monitor corrective action by management;
To ensure that appropriate external advice is available to management and the Board;
To recruit Directors and to regularly review and assess Board and subcommittee performance;
To establish and review processes to assist the effective operation of the Board;
To appoint auditors, communicate with shareholders and monitor regulatory compliance; and
To ensure governance issues are reviewed periodically and managed appropriately.
The performance of the Board and individual directors is reviewed
annually. The performance of senior executives is reviewed annually by
the Board without the presence of those executives. Performance
evaluations for senior executives were undertaken during the past year
in accordance with the standard process.
A procedure has been agreed by the Board for any director to take
independent professional advice at the expense of the company if
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.
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
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.
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:
Reviewing draft annual and half yearly financial statements prior to submission to the Board for approval;
Agreeing with the external auditors on the nature, scope and cost of the audit;
Reviewing the performance of the external auditors;
Reviewing the effectiveness of internal control systems.
The Remuneration Committee, chaired by Mr J H von Roy, is responsible for:
Establishing and reviewing remuneration policy for the Board and staff;
Reviewing succession planning;
Administration of the Employee Share Option Plan;
Review and recommendation of governance issues including Board and Committee membership.
In setting remuneration policy the Committee takes into consideration
employee performance and comparable market rates. These procedures are
designed to attract, motivate and retain quality staff. The Board has
adopted a comprehensive policy addressing committee membership,
function, responsibilities and reporting procedures. Currently all
directors are members of the Remuneration Committee and the Committee
business is conducted within the Board meetings. There are no schemes
for retirement benefits for directors.
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:
The company does not have a separate nomination committee due to the
size of the company. This function is undertaken by the full Board
acting as the Remuneration Committee;
The company does not have a performance based share compensation plan.
However shareholders have approved the issue of shares to Directors in
lieu of cash remuneration.
Some key policies are available at the links below: