CORPORATE GOVERNANCE AND RESPONSIBILITY POLICY (As at 25 June 2014)
The Board of Directors of Patrys Limited (Board) is responsible for the corporate governance of the Patrys group and guides and monitors the business and affairs of the Company on behalf of its shareholders. Patrys’ principal focus is on the development of a completely new type of product for the treatment of cancer – natural human antibodies. These natural human antibodies offer the potential promise of increased potency coupled with greater safety as compared to existing cancer treatments. Patrys aims to create value through the commercialisation of its proprietary products. In striving for this objective Patrys acknowledges its role with society and believes its success will deliver long term positive benefits to all stakeholders. Patrys’ corporate governance principles and code of conduct set the framework for how the company, management and employees are expected to conduct themselves: always ethically and responsibly.
The employees of Patrys are critical for achieving business success. To ensure Patrys remains a safe, healthy, and attractive workplace for its employees, Patrys has established workplace policies and practices. Policies assist to ensure employees have engaging and satisfying roles and receive periodic assessments and feedback on performance. Policies provide for ongoing training and career development, and are intended to ensure a balanced work and home life. Patrys’ Code of Conduct reflects the core values of the company and sets out standards of behaviour in matters including equal opportunity and best practice in recruitment. Employees are rewarded for their performance, dedication, and contribution to the results of Patrys. Employees are recruited into and retained in positions based on merit. A balance of skills, expertise and opinion, as well as diversity are viewed as important cultural elements within the collegiate team environment. Employee equity participation schemes are used to provide the opportunity for all staff to share in the business success of the company and to assist in aligning the objectives of employees with those of shareholders. Occupational health and safety is considered every employee’s responsibility, and a safe working culture is promoted and encouraged.
The very nature of Patrys products affords the opportunity of changing lives for the better. Through innovative research and devlopment, Patrys is creating products for needs which are currently unmet. All of Patrys’ clinical research activities strive to comply with strict regulatory and ethical approval processes.
Patrys has established important business and scientific partnerships with leading global companies and international medical research organisations. These relationships offer critical analysis of research concepts from world experts in their field and provide the pathway for products to enter the market and change daily lives.
In conducting its research and operations Patrys has documented procedures and processes in place to ensure that all waste products (albeit relatively minor in volume) are disposed of stirctly in accordance with relevant environmental regulations.
Corporate governance refers to the system by which companies are directed and managed. It influences how the objectives of a company are set and achieved, how risk is monitored and assessed, and how performance is optimised. What constitues good corporate governance will evolve with the changing circumstances of a company and must be tailored to meet those circumstances.
ASX’s Principles of Good Corporate Governance and Best Practice Recommendations
On 31 March 2003 the ASX Corporate Governance Council (Council) released its guidelines in relation to corporate governance, entitled “Principles of Good Corporate Governance and Best Practice Recommendations”. This document articulated 10 core principles and 28 best practice recommendations that the Council believes underlie good corporate governance and included guidelines to assist companies in complying with the principles. On 2 August 2007 the ASX released its set of revised guidelines entitled “Corporate Principles and Recommendations”. The revised guidelines applied for the first financial year commencing on or after 1 January 2008. The revised guidlelines reduced the number of core principles to 8. On 30 June 2010 the ASX released a further set of revised guidelines entitled “Corporate Governance Principles and Recommendations”. These revised guidelines applied for the first financial year following 1 January 2011. On 27 March 2014 the ASX released an updated set of revised guidelines entitled “ASX Corporate Governance Principles and Recommendations 3rd edition”. These further revised guidelines apply from the first financial year following 1 July 2014.
The Board of Directors of Patrys Limited (Board) supports the core principles published by the Council. The current policies, procedures and practices of Patrys Limited are designed to comply with the Council’s principles and are revised in line with the updated guidelines.
Patrys’ Corporate Governance Policy and Charters
Patrys Limited has adopted the following Corporate Governance charters and policies, copies of which are attached:
A. Primary Board Charter
B. Securities Trading Policy
C. Audit and Risk Committee Charter
D. Nomination and Remuneration Committee Charter
E. Supplementary Policies (including Code of Conduct, Continuing Disclosure, Communications, Directors and Board Performance Evaluation, Diversity and Privacy Policies)
A copy of the Constitution is also provided.