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MAYNE PHARMA GROUP LIMITED Board/Management Information 2011

Dec 1, 2011

65396_rns_2011-12-01_62a95565-4409-4162-8ac5-caaa25f8ee73.pdf

Board/Management Information

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MAYNE PHARMA ANNOUNCES NEW CHIEF EXECUTIVE OFFICER

2 December 2011, Melbourne Australia : Mayne Pharma Group Limited (ASX: MYX) is pleased to announce that Mr Scott Richards will assume the role of Chief Executive Officer in early February 2012 and will also join the Board of Directors of Mayne Pharma as Managing Director. The key terms of Mr Richards’ Executive Service Agreement are outlined below.

Mr Richards, who is currently President, European Operations and Global Hospital Business of Intas Pharmaceuticals Limited, has more than 20 years’ experience in the pharmaceutical industry and has worked in Europe, the US and Asia. Prior to joining Mayne Pharma, he was managing Intas’ operations in Europe as well as developing the global hospital business with a focus on commercialisation of biosimilar and oncology products.

Mr Richards was the Executive Vice President of the Global Hospital Generics Business at Actavis and he also spent four years with Mayne Pharma Limited and 14 years with F H Faulding & Co Limited in various roles.

Mayne Pharma Chairman Mr Roger Corbett said, “Scott will be a great addition to the Mayne Pharma business and has a proven track record in the pharmaceutical industry. His experience spans sales and marketing, regulatory/medical affairs, supply chain, business development/M&A, finance/IT, intellectual property and manufacturing. He has previously managed businesses with annual global sales of US$600m and over 600 employees.

The Board is delighted to have been able to secure a replacement for Dr Aston of such high calibre.”

Commenting on his appointment, Mr Richards said, “It is an honour to be offered the opportunity to lead Mayne Pharma. Having worked for Mayne and FH Faulding & Co for some 18 years, I know the business well and I am looking forward to the challenges and opportunity to work with the Board and senior management team to drive this business forward.”

As previously announced the current Chief Executive Officer, Dr Roger Aston will be stepping down and has agreed to provide consultancy services to the Board. Dr Aston will continue to work with management, the board and the business to ensure a smooth transition for Scott.

SCOTT RICHARDS’ CV

2010 - Present INTAS PHARMACEUTICALS LTD President, European Operations and Global Hospital Business 2006 - 2009 ACTAVIS GROUP Executive Vice President, Global Hospital Generics Business

2002 - 2006 MAYNE PHARMA LTD

2005 - 2006 President, Global Commercial Operations 2002 - 2005 President, EMEA

1988 - 2002 F H FAULDING & CO LIMITED

2000 - 2002 Vice President, Commercial Operations, Australia and NZ 1998 - 2000 Vice President, Oral Pharmaceuticals Asia Pacific 1994 - 1998 Vice President, Business Development 1993 - 1994 Project Director, Technology Transfer USA 1988 - 1993 Project Manager, R&D

KEY TERMS OF THE EXECUTIVE SERVICE AGREEMENT

Mr Richards’ Executive Service Agreement provides for three key remuneration components: fixed remuneration, a short-term incentive and a long-term incentive. Shareholder approval will be sought for the long-term incentive via an Extraordinary General Meeting to be held at the earliest possible time.

1. Fixed remuneration

Mr Richards will be paid fixed remuneration, comprising regular cash payments, any salary sacrifice items, and superannuation contributions (to be set at 9% of the base salary or the maximum contribution limit under the legislation, whichever is lower). The total fixed remuneration will initially be $400,000 per annum, fixed for two years, after which it will be reviewed annually.

2. Short-term incentive (STI)

Mr Richards will be eligible for a discretionary annual short-term incentive of up to 20% of his total remuneration package (comprising base salary plus superannuation contributions). The payment of any STI will be determined by the Board in its sole and absolute discretion, having regard to Mr Richards’ performance against the KPIs set by the Board.

3. Long-term incentive (LTI)

Subject to Shareholder approval at the EGM, Mr Richards will be awarded an LTI, in the form of options over ordinary shares in Mayne Pharma Group Limited. Full details of the LTI will be provided in the Notice of Meeting, but the key terms of the proposed offer are as follows:

  • A maximum of 7.5m options issued following Shareholder approval.

  • The exercise price will be the closing price of MYX on the ASX on the date of Shareholder approval.

  • The options will vest in three tranches, subject to achievement of both share price performance and service conditions.

  • Tranche 1 (maximum of 1.5m options) will vest if the share price (VWAP) equals/exceeds $1.00 over ten trading days in any twenty sequential trading days out of sixty days either side of the date which is two years after the date of grant, and if Mr Richards is still an employee four years after grant.

  • Tranche 2 (maximum of 2.5m options) will vest if the share price (VWAP) equals/exceeds $1.50 over ten trading days in any twenty sequential trading days out of sixty days either side of the date which is three years after the date of grant, and if Mr Richards is still an employee five years after grant.

  • Tranche 3 (maximum of 3.5m options) will vest if the share price (VWAP) equals/exceeds $2.50 over ten trading days in any twenty sequential trading days out of sixty days either side of the date which is four years after the date of grant, and if Mr Richards is still an employee five years after grant.

  • The agreement also provides that if the share price hurdles are not met in the above timeframes, the timeframe and the service condition will be extended. This is subject to a limit insofar as the options will expire if they haven’t vested by the 7[th] anniversary of the date of grant.

Termination rights and entitlements

Mr Richards’ Executive Employment Agreement provides for a mutual 12 month notice period. Any redundancy payments will be made in accordance with the National Employment Standards and any payment on termination will be subject to the provisions of the Corporations Act 2001 (Cth).

-ENDS-

For further information contact:

Lisa Pendlebury, Investor Relations Manager +61 3 8614 7777 +61 419 548 434 [email protected]

Mayne Pharma Profile:

Mayne Pharma Group Limited (Mayne Pharma) is an Australian specialist pharmaceutical company with an intellectual property portfolio built around the optimisation and delivery of oral dosage form drugs.

Mayne Pharma has a long and successful history of developing and commercializing improved pharmaceuticals and has launched and marketed numerous products through partnerships with licensees in various countries around the world. Mayne Pharma focuses on delivering to patients improved versions of existing drugs in order to advance safety, efficacy or ease of administration.

A technology driven company, Mayne Pharma has a significant product portfolio and pipeline, global reach through distribution partners in Australia, USA, Europe and Asia and a manufacturing facility based in Salisbury, South Australia that employs over 150 people on a 32 acre site. The facility also undertakes the manufacture of products under contract for third parties to TGA, FDA and EU regulatory guidelines.