MAYNE PHARMA GROUP LIMITED — Governance Information 2016

Oct 6, 2016

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MAYNE

PHARMA
GROUP
LIMITED

**CORPORATE

GOVERNANCE
STATEMENT**

The
Board
of
Directors
of
Mayne
Pharma
Group
Limited
(ASX:MYX)
(“Company”)
is
responsible
for
the corporate
governance
of
the
Group
and
is
committed
to
applying
the
ASX
Corporate
Governance
Council Corporate
Governance
Principles
and
Recommendations
(“ASX
Principles”)
where
practicable.
The
Board guides
and
monitors
the
business
and
affairs
of
the
Group
on
behalf
of
the
shareholders.
It
is
a
requirement
of the
Board
that
the
Company
maintains
high
standards
of
ethics
and
integrity
at
all
times.

The
ASX
Principles
are
an
important
regulatory
guide
for
listed
companies
reporting
on
their
corporate governance
practices.
Under
ASX
Listing
Rule
4.10.3,
listed
companies
must
disclose
the
extent
to
which
they have
followed
the
ASX
Principles,
and
if
any
of
the
recommendations
have
not
been
followed,
explain
why. The
Board
believes
that
the
Company’s
policies
and
practices
comply
in
all
substantial
respects
with
the
ASX Principles.

1. Corporate
Governance
Website

Important
information
relating
to
the
Company’s
corporate
governance
policies
and
practices
are
set
out on
the
Company’s
website
at
www.maynepharma.com.
The
following
documents
are
available
on
the corporate
governance
section
of
the
website:

• § Corporate
  Governance
  Statement;

• § Board
  Charter;

• § Audit
  and
  Risk
  Committee,
  Remuneration
  and
  People
  Committee
  and
  Nomination
  Committee Charters;

• § Code
  of
  Conduct;

• § Communications
  Policy;

• § Continuous
  Disclosure
  Policy;

• § Risk
  Management
  Framework;

• § Securities
  Trading
  Policy;
  and

• § Equal
  Opportunity
  2015-­‐2016
  Report.

The
corporate
governance
section
of
the
Company’s
website
was
first
made
available
from
27
June
2007. The
Company
will
continue
to
update
its
policies
and
practices
to
reflect
developing
corporate governance
requirements
and
practices.

2. Role
and
Responsibility
of
the
Board

• 2.1 The
  Board’s
  duties

As
the
Board
acts
on
behalf
of
and
is
accountable
to
the
shareholders,
the
Board
seeks
to
identify the
expectations
of
the
shareholders,
as
well
as
other
regulatory
and
ethical
expectations
and obligations
and
strives
to
meet
those
expectations.
In
addition,
the
Board
is
responsible
for identifying
areas
of
significant
business
risk
and
ensuring
arrangements
are
in
place
to
adequately manage
those
risks.

The
role
of
the
Board
is
to
oversee
and
guide
the
management
of
the
Group
with
the
aim
of protecting
and
enhancing
the
interests
of
its
shareholders
and
taking
into
account
the
interests
of other
stakeholders
including
employees
and
the
wider
community.

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The
Board
has
adopted
a
formal
charter
(“Board
Charter”)
that
clearly
establishes
the
relationship between
the
Board
and
management
and
describes
their
functions
and
responsibilities.
The
Board

Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

Charter
was
last
reviewed
on
23
July
2015.
The
Board
Charter
has
been
posted
on
the
corporate governance
section
of
the
Company’s
website.

The
Board
is
responsible
for
setting
the
strategic
direction
of
the
Group,
establishing
goals
for management
and
monitoring
the
achievement
of
those
goals.
The
Chief
Executive
Officer
is responsible
for
the
day-­‐to-­‐day
management
of
the
Group
and
reports
to
the
Board
on
key management
and
operational
issues.
The
Board
ensures
that
the
Chief
Executive
Officer
is appropriately
qualified
and
experienced
to
discharge
his
responsibilities
and
has
procedures
in
place to
assess
the
performance
of
the
Chief
Executive
Officer
on
behalf
of
the
shareholders.

The
Board
also
appoints
the
Company
Secretary.

The
Company
Secretary
is
responsible
for coordination
of
all
Board
business
including
agendas,
Board
Papers,
minutes,
communication
with regulatory
bodies
and
ASX
and
all
other
filings.

The
Company
Secretary
is
responsible
for
the
day-­‐to-­‐day
operations
of
the
Company
Secretary’s office
including
lodgements
with
relevant
Securities
Exchanges
and
other
regulators,
the administration
of
the
Board
and
Board
Committee
meetings
(including
preparation
of
meeting minutes),
management
of
dividend
payments
and
associated
share
plans,
and
oversight
of
the relationship
with
the
Company’s
share
registrar.

**2.2 Code

of
Conduct**

Directors
of
the
Company
are
also
subject
to
the
Company’s
Code
of
Conduct
(see
further
discussion below
in
the
Conduct
and
Ethics
section).
The
Code
of
Conduct
is
considered
by
the
Board
to
be
an effective
way
to
guide
the
behaviour
of
all
Directors
and
employees
and
demonstrates
the Company’s
commitment
to
ethical
and
compliant
practices.

**3. Board

Composition**

The
composition
of
the
Board
is
determined
in
accordance
with
the
following
principles
and
guidelines:

• § the
  Board
  should
  comprise
  at
  least
  three
  directors;

• § the
  Board
  should
  comprise
  directors
  with
  an
  appropriate
  range
  of
  skills,
  experience
  and
  expertise; and

• § the
  Board
  shall
  meet
  regularly
  and
  follow
  meeting
  guidelines
  set
  down
  to
  ensure
  all
  directors
  are made
  aware
  of,
  and
  have
  available
  all
  necessary
  information,
  to
  participate
  in
  an
  informed discussion
  of
  all
  agenda
  items.

As
at
the
date
of
this
report,
the
Board
comprises
eight
Directors:
six
Non-­‐Executive
Directors
(of
which five
are
independent);
an
independent
Non-­‐Executive
Chairman;
and
one
Executive
Director.
Details
of the
Directors
are
included
on
the
About
US
section
of
the
Company’s
website.

The
Board
is
looking
to
maintain
an
appropriate
mix
of
skills
and
diversity
in
the
membership
of
the Board.

This
includes
diversity
of
skills,
experience,
gender
and
background
in
the
pharmaceutical industry,
international
business,
finance
and
accounting
and
management.

The
following
Board
skills
matrix
describes
the
combined
skills
of
the
Board
across
a
range
of
general
and specialist
areas.
The
Board
considers
that
collectively
the
Directors
have
the
appropriate
range
of
skills and
experience
necessary
to
direct
the
Company’s
businesses
and
achieve
the
Company’s
strategic objectives.

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Mayne
Pharma
Group
Ltd October
2016

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		BOARD
BOARD SKILLS MATRIX		REPRESENTATION
General Experience
Managing and Leading	Success in business at a senior level in a successful	8
	career.
Global Experience	Senior executive or equivalent exposure to a range of political, cultural, regulatory and business	8
	environments.
Business / Commercial	Senior executive or equivalent experience in	8
	business/commerce in a large business enterprise
Strategy	Track record of developing and implementing	8
	successful strategies.
Governance	Commitment to high standards of governance, including experience with a large business enterprise	8
	which is subject to rigorous governance standards.
Specialist Experience
Industry-specific knowledge	Senior executive experience in a large biopharmaceutical, pharmaceutical or medical	3
	organization.
Finance/Legal/Risk	Board audit/risk management membership or senior	8
management	executive or equivalent experience in financial accounting and reporting, corporate finance,
	internal financial controls or the provision of legal
	services to large business enterprises.
Marketing	Senior executive experience in marketing and a	7
	detailed understanding of the Group’s corporate objective to create long-term value through the
	provision of innovative products.
Capital Projects	Experience in an industry with projects involving large scale capital outlays and long term investment	7
	horizons.
Health, Safety & Environment	Experience related to workplace health, safety, environment and social responsibility within a large	8
	business enterprise.
Remuneration	Board remuneration committee membership or senior executive or equivalent experience relating to	6
	remuneration, including incentive programs.
Government Affairs	Experience in liaising with government and	8
	experience with public and regulatory policy.
R&D/Product Development	Experience in research and development or product development with a large biopharmaceutical,	3
	pharmaceutical or medical organisation.
Manufacturing/Quality	Experience in manufacturing or quality operations with a large biopharmaceutical, pharmaceutical or	3
	medical organisation

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Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

**3.1 Independence

of
Directors**

The
Board
has
reviewed
the
position
and
associations
of
each
of
the
eight
Directors
in
office
at
the date
of
this
report
and
considers
that
six
of
the
Directors
are
independent.
In
considering
whether
a director
is
independent,
the
Board
has
regard
to
the
independence
criteria
in
ASX
Principle
2
and other
facts,
information
and
circumstances
that
the
Board
considers
relevant.
The
Board
assesses the
independence
of
new
directors
upon
appointment
and
reviews
their
independence,
and
the independence
of
other
Directors,
as
appropriate.

The
Board
considers
that
Ms
Dolan
and
Messrs
Corbett,
Best,
Mathieson,
Robinson
and
Scholes meet
the
independence
criteria
in
ASX
Principle
2.
They
have
no
material
business
or
contractual relationship
with
the
Company,
other
than
as
a
Director,
and
no
conflicts
of
interest
that
could interfere
with
the
exercise
of
independent
judgement.

Mr
Richards
is
employed
in
an
executive
capacity
by
the
Company
and
so
is
not
considered
to
be independent.
Mr
Hodges
was
employed
in
an
executive
capacity
by
the
Company
until
31
December 2013
and
so
is
not
considered
to
be
independent.

The
Directors
will
continue
to
monitor
the
composition
of
the
Board
to
ensure
its
structure
remains appropriate
and
consistent
with
effective
management
and
good
governance.

**4. Retirement

and
Re-­‐Election
of
Existing
Directors**

The
Constitution
of
the
Company
requires
one
third
of
the
Directors,
other
than
Executive
Directors,
to retire
from
office
at
each
Annual
General
Meeting.
Directors
who
have
been
appointed
by
the
Board during
the
year
are
required
to
retire
from
office
at
the
next
Annual
General
Meeting
and
are
not
taken into
account
in
determining
the
number
of
Directors
to
retire
at
that
Annual
General
Meeting.
Directors cannot
hold
office
for
a
period
in
excess
of
three
years
or
later
than
the
third
Annual
General
Meeting following
their
appointment
without
submitting
themselves
for
re-­‐election.
Retiring
Directors
are
eligible for
re-­‐election
by
shareholders.

**5. Nomination

and
Appointment
of
New
Directors**

Recommendations
of
candidates
for
new
directors
are
made
by
the
Nominations
Committee
for consideration
by
the
Board
as
a
whole.
If
it
is
necessary
to
appoint
a
new
director
to
fill
a
vacancy
on
the Board
or
to
complement
the
existing
Board,
a
wide
potential
base
of
possible
candidates
is
considered.

In
making
recommendations
to
the
Board
regarding
the
appointment
of
Directors,
the
Nomination Committee
periodically
assesses
the
appropriate
mix
of
skills,
experience
and
expertise
required
by
the Board
and
the
extent
to
which
the
required
skills
and
experience
are
represented
on
the
Board.
The committee
also
takes
account
of
other
factors
such
as
diversity
and
cultural
fit.
The
identification
of
a potential
director
may
be
assisted
by
the
use
of
external
search
organisations
and
detailed
background information
in
relation
to
the
potential
candidate
is
provided
to
all
Directors
prior
to
any
decisions
being made.
Nominations
for
appointment
are
then
approved
by
the
Board
as
a
whole.

If
a
candidate
is
recommended
by
the
Nominations
Committee,
the
Board
assesses
that
proposed
new director
against
a
range
of
criteria
including
background,
experience,
professional
skills,
personal qualities,
the
potential
for
the
candidate’s
skills
to
augment
the
existing
Board
and
the
candidate’s availability
to
commit
to
the
Board’s
activities.
If
these
criteria
are
met
and
the
Board
appoints
the candidate
as
a
Director,
that
Director
must
retire
at
the
next
Annual
General
Meeting
of
Shareholders and
will
be
eligible
for
election
by
shareholders
at
that
General
Meeting.

New
Directors
will
be
provided
with
a
letter
of
appointment,
setting
out
the
terms
of
their
appointment, including
their
powers,
rights
and
obligations.
An
induction
program
is
provided
for
new
members
of
the Board.
This
includes
meetings
with
senior
executives,
site
visits,
provision
of
relevant
corporate governance
materials
and
policies
and
discussions
with
the
Chairman
and
other
Directors.

Mayne
Pharma
Group
Ltd October
2016

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**6. Board

Meetings**

The
Board
meets
formally
at
least
ten
times
each
year,
and
from
time
to
time
meetings
are
convened outside
the
scheduled
dates
to
consider
matters
of
importance.
The
Board
met
15
times
between
1
July 2015
and
30
June
2016.

The
Directors’
attendance
at
Board
meetings
is
detailed
in
the
Annual
Report.

The
agenda
for
meetings
is
prepared
by
the
Company
Secretary,
in
conjunction
with
the
Chairman,
Chief Executive
Officer,
and
periodic
input
from
the
Board.
Comprehensive
Board
papers
are
distributed
to Directors
in
advance
of
scheduled
meetings.
Board
meetings
typically
take
place
at
the
Company’s
head office
and
manufacturing
facility
based
in
Salisbury,
South
Australia
but
also
take
place
at
the
Company’s commercial
office
in
Melbourne
and
at
the
operating
facility
in
Greenville,
North
Carolina,
USA.

The
Non-­‐Executive
Directors
also
meet
regularly
without
management
present.

**7. Performance

Review**

The
Chairman
evaluates
the
performance
of
the
Board
as
a
whole
and
the
individual
Directors.
The performance
evaluation
includes
an
examination
of
the
performance
of
the
Board
and
individual Directors
as
against
the
Board
Charter.
The
evaluation
may
establish
goals
and
objectives
for
the
Board and
provide
any
recommendations
for
improvement
to
Board
performance.
The
Chairman
undertook
the performance
appraisal
of
the
Board
with
respect
to
the
financial
year
ended
30
June
2016
in
August 2016.

The
Board
aims
to
ensure
that
shareholders
are
informed
of
all
information
necessary
to
assess
the performance
of
the
Directors.

Information
is
communicated
to
the
shareholders
through:

• § the
  Annual
  Report;

• § the
  half-­‐yearly
  report;

• § the
  Annual
  General
  Meeting
  and
  other
  meetings
  to
  obtain
  shareholder
  approval
  for
  Board
  actions
  as appropriate;
  and

• § continuous
  disclosure
  in
  accordance
  with
  ASX
  Listing
  Rule
  3.1
  and
  the
  Company’s
  Continuous Disclosure
  Policy.

**8. Board

Members’
Rights
to
Independent
Advice**

The
Board
has
procedures
to
allow
Directors,
in
the
furtherance
of
their
duties
as
directors
or
members of
a
Committee,
to
seek
independent
professional
advice
at
the
Company’s
expense,
subject
to
the
prior written
approval
of
the
Chairman.

**9. Board

Committees**

The
Board
has
established
the
following
committees
to
advise
and
support
the
Board
in
carrying
out
its duties:

• § Audit
  and
  Risk
  Committee;

• § Nomination
  Committee;
  and

• § Remuneration
  and
  People
  Committee.

Directors’
attendance
at
meetings
of
these
committees
is
detailed
in
the
Annual
Report.

**9.1 Audit

and
Risk
Committee**

It
is
the
Board’s
responsibility
to
ensure
that
an
effective
internal
control
framework
exists
within the
Company,
including
internal
controls
to
deal
with
both
the
effectiveness
and
efficiency
of

Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

significant
business
processes.
Effective
internal
controls
include
the
safeguarding
of
assets,
the maintenance
of
proper
accounting
records,
managing
and
mitigating
business
risks
and
the reliability
of
financial
information.

The
Board
has
established
an
Audit
and
Risk
Committee,
which
operates
under
a
Charter
approved by
the
Board,
and
has
delegated
the
responsibility
for
the
establishment
and
maintenance
of
a framework
of
internal
control
and
ethical
standards
for
the
management
of
the
Company
to
the Audit
and
Risk
Committee.

The
Charter
was
last
reviewed
and
approved
by
the
Board
on
23
July 2015.

The
duties
and
responsibilities
of
the
Audit
and
Risk
Committee
include:

• § ensuring
  appropriate
  accounting
  policies
  and
  procedures
  are
  defined,
  adopted
  and maintained;

• § ensuring
  that
  the
  operating
  and
  management
  reporting
  procedures,
  and
  the
  system
  of
  internal control,
  are
  of
  a
  sufficiently
  high
  standard
  to
  provide
  timely,
  accurate
  and
  relevant
  information as
  a
  sound
  basis
  for
  management
  of
  the
  Group’s
  business;

• § reviewing
  the
  Financial
  Statements
  for
  accuracy
  and
  to
  ensure
  they
  reflect
  a
  true
  and
  fair
  view prior
  to
  their
  presentation
  to
  the
  Board;

• § reviewing
  the
  scope
  of
  work
  for
  the
  external
  audit
  function
  including
  approval
  of
  strategic
  and annual
  audit
  plans
  and
  effectiveness
  of
  the
  external
  audit
  function;

• § ensuring
  that
  appropriate
  processes
  are
  in
  place
  to
  ensure
  compliance
  with
  all
  legal requirements
  affecting
  the
  Group;

• § ensuring
  that
  all
  internal
  and
  industry
  codes
  of
  conduct
  and
  standards
  of
  corporate
  behaviour

• are
  being
  complied
  with;

• § appointing
  a
  person(s)
  responsible
  for
  internal
  audit
  functions
  as
  specified
  from
  time
  to
  time by,
  and
  in
  accordance
  with,
  the
  Committee’s
  Charter;

• § making
  recommendations
  to
  the
  Board
  on
  the
  appointment,
  reappointment
  or
  replacement (subject,
  if
  applicable,
  to
  shareholder
  ratification)
  of
  the
  external
  auditors
  and
  monitoring
  the effectiveness,
  and
  independence
  of
  the
  external
  auditors;

• § approving
  and
  monitoring
  the
  Company’s
  risk
  management
  strategy;

• § review
  and
  recommendation
  of
  policies
  and
  procedures
  for
  managing
  and
  mitigating
  risks across
  the
  Company;

• § regular
  review
  of
  the
  Company’s
  Risk
  Management
  Framework
  and
  Risk
  Register;
  and

• § actioning
  any
  other
  business
  processes
  or
  functions
  which
  may
  be
  referred
  to
  it
  by
  the
  Board.

As
and
when
required,
the
Audit
and
Risk
Committee
engages
external
consultants
to
review
the Group’s
internal
control
environment,
as
the
Company
does
not
yet
have
an
internal
audit
function.

The
operation
and
responsibilities
of
the
Audit
and
Risk
Committee
are
consistent
with
ASX
Principle 4.
The
Committee
met
three
times
during
the
financial
year
ended
30
June
2016.

The
members
of
the
Audit
and
Risk
Committee
at
the
date
of
this
report
were:

• § Mr
  I
  Scholes
  –
  Chairman;

• § Hon
  R
  Best;
  and

• § Mr
  B
  Mathieson.

In
addition
to
the
members
of
the
Committee,
the
Group
CFO
attends
the
Audit
and
Risk
Committee meetings
and
representatives
of
the
external
auditors
are
invited
to
attend
when
appropriate.

**9.2 Appointment

of
external
auditors**

The
Audit
and
Risk
Committee
is
directly
responsible
for
the
appointment,
reappointment
or replacement
(subject,
if
applicable,
to
shareholder
ratification),
remuneration,
monitoring
of effectiveness,
and
independence
of
the
external
auditors,
including
resolution
of
disagreements between
management
and
the
auditor
regarding
financial
reporting.

Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

The
appointed
external
auditor
is
required
to
attend
the
Company’s
Annual
General
Meeting
to answer
any
questions
from
shareholders
in
relation
to
the
audit.

The
Committee
must
approve
all
audit
and
non-­‐audit
services
provided
by
the
external
auditors
and must
not
engage
the
external
auditors
to
perform
any
non-­‐audit/assurance
services
that
may
impair or
appear
to
impair
the
external
auditor’s
judgement
or
independence
in
respect
of
the
Company. The
Committee
may
delegate
the
approval
authority
to
a
member
of
the
Committee.
The
decisions of
any
Audit
and
Risk
Committee
member
to
whom
the
approval
authority
is
delegated
must
be presented
to
the
full
Committee
at
its
next
scheduled
meeting.

When
reviewing
the
auditor’s
independence,
the
Committee
will
require
the
rotation
of
the
audit partner
at
least
once
every
five
years,
in
accordance
with
the Corporations
Act
2001 .

**9.3 Nomination

Committee**

The
Board
has
established
a
Nomination
Committee
to
assist
the
Board
in
selecting
candidates
for the
position
of
director.

The
members
of
the
Nomination
Committee
at
the
date
of
this
report
were:

• § Hon
  R
  Best
  –
  Chairman;

• § Mr
  R
  Corbett;
  and

• § Mr
  B
  Mathieson.

The
primary
purpose
of
the
Nomination
Committee
as
set
out
in
its
Charter
is
to
support
and
advise the
Board
in
fulfilling
their
responsibilities
to
shareholders
in
ensuring
that
the
Board
is
comprised
of individuals
who
are
best
able
to
discharge
the
responsibilities
of
Directors
having
regard
to
the
law and
standards
of
governance
by:

• § assessing
  the
  skills
  required
  on
  the
  Board,
  and
  the
  extent
  to
  which
  the
  required
  skills
  are represented
  on
  the
  Board.
  The
  Committee
  also
  takes
  account
  of
  other
  factors
  such
  as
  diversity and
  cultural
  fit;

• § establishing
  processes
  for
  the
  review
  of
  the
  performance
  of
  individual
  Directors
  and
  the
  Board as
  a
  whole;
  and

• § establishing
  processes
  for
  the
  identification
  of
  suitable
  candidates
  for
  appointment
  to
  the Board.

The
Charter
was
last
reviewed
and
approved
by
the
Board
on
23
July
2015.
The
operation
and responsibilities
of
the
Nomination
Committee
are
consistent
with
ASX
Principle
2.

The
Committee
did
not
formally
meet
during
the
financial
year
ended
30
June
2016.

**9.4 Remuneration

and
People
Committee**

The
Board
has
established
a
Remuneration
and
People
Committee
to
assist
the
Board
in
ensuring that
appropriate
and
effective
remuneration
and
other
people-­‐related
policies
are
in
place
that support
the
Company’s
strategy
and
objectives
and
to
review
these
on
behalf
of
the
Board.

The
Remuneration
and
People
Committee
shall
comprise
at
least
three
members
and
the
members of
the
Remuneration
Committee
at
the
date
of
this
report
were:

• § Mr
  R
  Corbett
  –
  Chairman; § Hon
  R
  Best;
  and

• § Mr
  I
  Scholes.

The
duties
and
responsibilities
of
the
Remuneration
and
People
Committee
are
set
out
in
its
Charter which
was
last
reviewed
and
approved
by
the
Remuneration
and
People
Committee
on
22
July 2015.
The
key
duties
and
responsibilities
are:

Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

• § to
  review
  and
  recommend
  to
  the
  Board,
  remuneration
  policies
  and
  packages
  for
  the
  Chief Executive
  Officer,
  Executive
  Directors
  and
  direct
  reports
  to
  the
  Chief
  Executive
  Officer;

• § to
  recommend
  to
  the
  Board
  any
  changes
  in
  remuneration
  policy
  including
  superannuation, other
  benefits
  and
  remuneration
  structure
  for
  executives
  and
  which
  is
  likely
  to
  have
  a
  material impact
  on
  the
  Company;

• § to
  review
  and
  recommend
  to
  the
  Board
  proposals
  for
  employee
  equity
  plans;

• § to
  review
  and
  recommend
  to
  the
  Board
  proposals
  for
  short-­‐
  and
  long-­‐term
  incentive
  programs for
  executives;

• § to
  review
  and
  recommend
  to
  the
  Board
  any
  changes
  to
  Non-­‐Executive
  Directors’
  fees;

• § to
  ensure
  there
  is
  a
  proper
  performance
  management
  process
  in
  place
  throughout
  the organisation
  and
  that
  it
  is
  operating
  effectively;
  and

• § to
  be
  informed
  of:

• current
  trends
  in
  executive
  remuneration
  and
  associated
  incentive
  initiatives;

• legislative
  issues
  associated
  with
  executive
  remuneration
  programs.

The
Committee
met
once
during
the
financial
year
ended
30
June
2016.

**9.5 Remuneration

for
Directors
and
executives**

A
brief
discussion
on
the
Company’s
remuneration
policies
in
respect
of
Directors
and
executives
is set
out
in
the
Annual
Report.
Detailed
disclosure
of
the
remuneration
paid
to
the
Company’s Directors
and
executives
is
set
out
in
the
Remuneration
Report,
which
forms
part
of
the
Annual Report.

**10. Integrity

in
Financial
Reporting**

Consistent
with
ASX
Principle
4.2,
the
Company’s
financial
report
preparation
and
approval
process
for the
financial
year
ended
30
June
2016
involved
both
the
Chief
Executive
Officer
and
the
Group
CFO providing
detailed
representations
to
the
Board
covering:

• § compliance
  with
  the
  Company’s
  accounting
  policies
  and
  relevant
  accounting
  standards;

• § the
  accuracy
  of
  the
  financial
  statements
  and
  that
  they
  provide
  a
  true
  and
  fair
  view;

• § integrity
  and
  objectivity
  of
  the
  financial
  statements;
  and

• § the
  effectiveness
  of
  the
  system
  of
  internal
  control.

The
Board
has
received
a
declaration
from
the
Chief
Executive
Officer
and
the
Group
CFO
that,
in
their opinion,
the
financial
records
of
the
Company
have
been
properly
maintained
and
that
the
financial statements
comply
with
the
appropriate
accounting
standards
and
give
a
true
and
fair
view
of
the financial
position
and
performance
of
the
Company
and
that
the
opinion
has
been
formed
on
the
basis
of a
sound
system
of
risk
management
and
internal
control
which
is
operating
effectively.

**11. Risk

Identification
and
Management**

The
Board
accepts
that
taking
and
managing
risk
is
central
to
building
shareholder
value
and
the
Board
is responsible
for
the
Group’s
risk
management
strategy.
Management
is
responsible
for
implementing
the Board’s
strategy
and
for
developing
policies
and
procedures
to
assist
the
Board
to
identify,
manage
and mitigate
the
risks
across
the
Group’s
operations.

The
Company
employs
executives
and
retains
consultants
each
with
the
requisite
experience
and qualifications
to
enable
the
Board
to
manage
the
risks
to
the
Company.
The
Board
has
requested
the Audit
Committee
oversee
the
Group’s
risk
management
processes
and
procedures.

The
Group’s
identification
and
management
of
business
risks
is
set
out
in
a
Risk
Management
Framework. The
Framework
is
based
on
AS/NZS
ISO
31000:2009
and
captures
all
of
the
risks
that
Management consider
are
faced
by
the
Group;
the
likelihood,
consequence
and
potential
impact
if
the
risk
were
to eventuate
and
the
residual
risk
faced
by
the
Group
given
the
existence
of
appropriate
controls.

Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

The
risks
faced
by
the
Company
are
diverse
and
vary
significantly
in
terms
of
the
likelihood
of
the
event occurring
and
the
consequence
of
such
an
event.
Each
specific
risk
is
allocated
to
a
member
of
the Executive
Team
and
managed
through
day-­‐to-­‐day
operations
and
compliance
with
a
comprehensive
set of
Standard
Operating
Procedures.

The
register
is
updated
by
the
Executive
Team
and
regularly
reviewed
by
the
Audit
and
Risk
Committee. The
Audit
and
Risk
Committee
last
reviewed
the
risk
register
at
its
May
2014
meeting.
In
FY16,
the Executive
Team
formally
reviewed
and
updated
the
risk
register
which
will
be
tabled
at
the
January
2017 Audit
Committee.
A
summary
of
the
revised
Risk
Management
Framework
is
disclosed
on
the
Company’s website
in
accordance
with
ASX
Principle
7.

**12. Securities

Trading
by
Directors
and
Employees**

The
Board
last
amended
and
approved
the
Company’s
Securities
Trading
Policy
on
30
July
2013.
The policy
summarises
the
law
relating
to
insider
trading
and
sets
out
the
policy
of
the
Company
that
applies to
Directors,
officers,
employees
and
consultants
dealing
in
securities
of
the
Company.

The
policy
is
reviewed
regularly
and
a
summary
of
the
Securities
Trading
Policy
can
be
accessed
on
the corporate
governance
section
of
the
Company’s
website
at
www.maynepharma.com.
This
policy
is provided
to
all
Directors
and
employees
and
compliance
with
it
is
reviewed
on
an
ongoing
basis
in accordance
with
the
Company’s
risk
management
systems.

**13. Continuous

Disclosure**

The
Company
has
established
policies
and
procedures
in
order
to
comply
with
its
continuous
and
periodic disclosure
requirements
under
the Corporations
Act
2001 and
the
ASX
Listing
Rules.
The
Board
has adopted
a
formal
Continuous
Disclosure
Policy,
a
summary
of
which
is
available
from
the
corporate governance
section
of
the
Company’s
website
at
www.maynepharma.com.
The
Continuous
Disclosure Policy
was
last
reviewed
by
the
Board
on
23
July
2015.

The
Company
Secretary
has
primary
responsibility
for
the
disclosure
of
material
information
to
ASIC
and ASX
and
maintains
a
procedural
methodology
for
disclosure,
as
well
as
for
record
keeping.

The
Company’s
Continuous
Disclosure
Policy
requires
all
employees
and
Directors
to
notify
the
Chief Executive
Officer,
or
the
Group
Chief
Financial
Officer
and
Company
Secretary
of
any
potentially
material information
or
proposal
as
soon
as
practicable
after
the
person
becomes
aware
of
that
information.
The CEO
and
or
the
Company
Secretary
will
keep
the
full
Board
informed
of
all
relevant
matters.
The
Policy also
sets
out
what
renders
information
material.

The
Board
reviews
the
Company’s
compliance
with
this
policy
on
an
ongoing
basis
and
will
update
it
from time
to
time,
if
necessary.

**14. Shareholder

Communications**

The
Board’s
formal
policy
on
communicating
with
shareholders,
its
Communications
Policy,
is
available from
the
corporate
governance
section
of
the
Company’s
website
and
supplements
the
Company’s Continuous
Disclosure
Policy.

The
aim
of
the
Communications
Policy
is
to
make
known
the
Company’s
methods
for
disclosure
to shareholders
and
the
general
public.
The
Policy
details
the
steps
between
disclosure
to
ASIC
and
ASX
and communication
to
shareholders,
with
the
Company’s
website
playing
an
important
role
in
the
Company’s communications
strategy.

It
also
sets
out
the
policies
and
processes
that
the
Company
has
in
place
to facilitate
and
encourage
participation
at
meetings
of
shareholders.

The
Board
reviews
this
policy
and
compliance
with
it
on
an
ongoing
basis.
The
policy
was
last
reviewed
on 23
July
2015.

Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

**15. Conduct

and
Ethics**

The
Company’s
Code
of
Conduct
was
last
reviewed
by
the
Board
on
24
May
2016.
The
Code
covers
a broad
range
of
issues
and
refers
to
those
practices
necessary
to
maintain
confidence
in
the
Company’s integrity,
including
procedures
in
relation
to:

• § compliance
  with
  the
  law;

• § business
  and
  financial
  records;

• § occupational
  health
  and
  safety;

• § conduct
  within
  and
  outside
  the
  workplace;

• § confidentiality
  and
  use
  of
  information;

• § conflict
  of
  interest;

• § equal
  opportunity;

• § whistle-­‐blowing;

• § data
  protection
  and
  privacy;
  and

• § bribery
  and
  corruption.

The
Code
applies
to
Directors,
executives
and
employees,
and
directs
individuals
to
report
any contraventions
of
the
Code
to
their
superior
or
the
Chief
Executive
Officer.

16. Diversity

The
Board
recognises
that
a
diverse
and
inclusive
workforce
is
not
only
good
for
our
employees
but
also good
for
business.
Diversity
enables
the
Group
to
attract
and
retain
talented
people,
create
more innovative
solutions,
and
be
more
flexible
and
responsive
to
our
customers’
and
shareholders’
needs.
The Board
approved
a
diversity
policy
on
21
August
2012.

This
diversity
policy
provides
a
framework
that
helps
the
Company
achieve
the
following:

• § access
  to
  the
  broadest
  pool
  of
  available
  talent;

• § a
  welcoming
  workforce
  culture
  that
  embraces
  diversity
  at
  all
  levels;

• § recruitment
  practices
  that
  ensure
  a
  fair
  and
  equitable
  selection
  process
  at
  all
  levels
  and
  where candidates
  are
  assessed
  on
  the
  basis
  of
  skills
  and
  capabilities;

• § ensure
  there
  is
  no
  discrimination
  in
  hiring,
  compensation,
  access
  to
  training,
  promotion,
  termination or
  retirement
  based
  on
  race,
  caste,
  national
  origin,
  religion,
  age,
  disability,
  gender,
  marital
  status, sexual
  orientation,
  union
  membership
  or
  political
  affiliation;

• § improved
  employee
  motivation
  and
  engagement;
  and

• § enhanced
  teamwork
  and
  innovative
  solutions.

Below
is
a
summary
of
the
gender
composition
of
the
organisation:

==> picture [452 x 155] intentionally omitted <==

==> picture [102 x 109] intentionally omitted <==

Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

The
Group’s
approach
to
diversity
is
underpinned
by
practical
objectives
to
ensure
that
all
of
its employees
have
equal
opportunity
to
demonstrate
their
talents,
commitment
and
results.
The
Company will
measure
its
progress
against
these
objectives
and
report
to
the
Board
annually.

The
Company
will
support
employees
to
achieve
an
appropriate
work-­‐life
balance,
promote
and
reward employees
based
on
skills,
experience
and
merit
as
well
as
ensure
the
workplace
is
free
from discrimination
and
harassment.

**Diversity

Statistics**

Diversity Statistics
FY16-FY18 OBJECTIVES	FY16-FY18 MEASUREMENT		FY16 PERFORMANCE
Equal opportunity	We endeavour for:		Our equal opportunity employer objective is
employer	1. all selection processes and		reflected in our Recruitment & Selection
Our recruitment practices	decisions to include both		policy.
are fair and equitable at all	male and female		1. We ensure representation of males and
stages and candidates are assessed on the basis of	representatives, and 2. at least 1 female and 1		females in the recruitment and selection process.
their skills and capabilities	male will be invited to		2. In the vast majority of instances this is
for the position and cultural	participate in the interview		achieved, with only a few vacancies not
fit with the business	process, where		having appropriately skilled candidates of
	appropriately skilled		both genders for consideration.
	candidates have applied
Equal gender participation	We endeavour for equal		Globally our non-management positions
We seek to maintain diverse	participation, allowing for a		consist of 58% males and 42% females, while
participation at all levels	10% variance either way.		our management positions are collectively
	We will therefore seek to		broken down as 64% male and 36% female.
	maintain a balance of at least		At lower and middle management levels we
	40% females and 40% males, in		achieve our 40% objective, however the
	both management and non-		collective participation of females across all
	management positions		management levels is slightly below our
			visionary target at 36% due to additions of some high calibre male leaders during FY16 at
			senior and executive levels for the US generic
			product acquisitions announced in June 2016.
Equal opportunity for	We endeavour for equal		Development opportunities have been
development	development opportunities,		offered equally to employees. There has
High potential employees	allowing for a 10% variance		been close to equal participation in
have equal opportunity to	either way.		development opportunities at both
development programs to	We will therefore seek to		leadership and potential future leadership
build a diverse pipeline of	maintain a balance of at least		levels. We have offered a variety of programs
talent for succession	40% females and 40% males,		ranging from in-house to formal external
opportunities	for participation in leadership		executive development, to meet the targeted
	or future leadership		needs of individuals.
	development program
	opportunities
Equal gender remuneration	Undertake an annual pay equity		A pay equity analysis was conducted in May
Employees will be paid	analysis for employees in the		2016. No issues were identified that required
appropriate remuneration,	same roles, and if any issues are		resolutions to be put in place.
based on their level of	identified, resolutions are to		We are currently exploring options to
experience, achievements	put in place		enhance how we benchmark remuneration at
and competencies for their			all levels to ensure this is proactively tracked.
role
Pharma Group Ltd
r 2016

Mayne
Pharma
Group
Ltd October
2016

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The
Company
is
also
required
to
comply
with
the
requirements
of
the Workplace
Gender
Equality
Act 2012. In
May
2016
the
Company
lodged
its
annual
compliance
report
which
can
be
accessed
on
the corporate
governance
section
of
the
Company’s
website.

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Mayne
Pharma
Group
Ltd October
2016

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17. ASX
Corporate
Governance
Council’s
Corporate
Governance
Principles
and
Recommendations

	ASX PRINICPLE	REFERENCE1	COMPLIANCE
Principle 1	Lay solid foundations for management and oversight
1.1	Companies should disclose the respective roles and responsibilities	2	Comply
	of the board and of management and disclose those matters
	expressly reserved to the board and those delegated to management.
1.2	Listed entities should undertake appropriate checks before appointing a person, or putting forward to security holders a	5	Comply
	candidate for elections as a director; and provide security holders
	with all material information in its possession relevant to a decision
	on whether or not to elect or re-elect a director.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	5	Comply
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with	2	Comply
	the proper functioning of the board.
1.5	A listed entity should:	16	Comply
	(a) have a diversity policy which includes requirements for the
	board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a
	relevant committee of the board in accordance with the entity’s
	diversity policy and its progress towards achieving them, and
	either:
	(1) the respective proportions of men and women on the
	board, in senior executive positions and across the whole
	organisation (including how the entity has defined “senior
	executive” for these purposes); or
	(2) if the entity is a “relevant employer” under the Workplace
	Gender Equality Act, the entity’s most recent “Gender
	Equality Indicators”, as defined in and published under that
	Act.
1.6	Companies should have and disclose the process for periodically	7	Comply
	evaluating the performance of the board, its committees and
	individual directors; and disclosure in relation to each reporting period, whether a performance evaluation was undertaken in the
	reporting period in accordance with that process.
1.7	Companies should have and disclose the process for periodically evaluating the performance of its senior executives; and disclosure	Annual Report-	Comply
	in relation to each reporting period, whether a performance	Remuneration
	evaluation was undertaken in the reporting period in accordance	Report
	with that process.

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Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

		ASX PRINICPLE	REFERENCE1	COMPLAINCE
	Principle 2	Structure the board to add value
	2.1	The board of a listed entity should:	9	Comply
		(a) have a nomination committee which:
		(1) has at least three members, a majority of whom are
		independent directors; and
		(2) is chaired by an independent director,
		and disclose:
		(3) the charter of the committee;
		(4) the members of the committee; and
		(5) in relation to each reporting period, the number of times
		the committee met throughout the period and the
		individual attendances of the members at those meetings;
		or
		(b) if it does not have a nomination committee, disclose that
		fact and the processes it employs to address board succession
		issues and to ensure that the board has the appropriate balance of
		skills, knowledge, experience, independence and diversity to
		enable it to discharge its duties and responsibilities effectively.
	2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	3, Annual Report	Comply
	2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be	3, Annual Report	Comply
		independent directors;
		(b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that
		opinion; and
		(c) the length of service of each director.
	2.4	A majority of the board should be independent directors.	3, Annual Report	Comply
	2.5	The chair of the board should be an independent director and, in particular, should not be the same person as the CEO of the entity.	3	Comply
	2.6	A listed entity should have a program for inducting new directors	2	Comply
		and provide appropriate professional development opportunities
		for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.
	Principle 3	Act ethical and responsibly
	3.1	A listed entity should:	15	Comply
		(a) have a code of conduct for its directors, senior executives and
		employees; and
		(b) disclose that code or a summary of it.
Mayne Pharma Group Ltd
October 2016

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	ASX PRINICPLE REFERENCE1 COMPLAINCE
	Principle 4 Safeguard integrity in corporate reporting 4.1 The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. 9, Annual Report Comply
	4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 10 Comply 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. 9 Comply
	Principle 5 Make timely and balanced disclosure 5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. 13 Comply

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Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

	ASX PRINICPLE		REFERENCE1	COMPLAINCE
Principle 6	Respect the rights of security holders
6.1	A listed entity should provide information about itself and its governance to investors via its website.	11		Comply
6.2	A listed entity should design and implement an investor relations		14	Comply
	program to facilitate effective two-way communication with
	investors.
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of		14	Comply
	security holders.
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and		14	Comply
	its security registry electronically.
Principle 7	Recognise and manage risk
7.1	The board of a listed entity should:		9, 11, Annual	Comply
	(a) have a committee or committees to oversee risk, each of which:		Report
	(1) has at least three members, a majority of whom are
	independent directors; and
	(2) is chaired by an independent director,
	and disclose:
	(3) the charter of the committee;
	(4) the members of the committee; and
	(5) as at the end of each reporting period, the number of times
	the committee met throughout the period and the
	individual attendances of the members at those meetings;
	or
	(b) if it does not have a risk committee or committees that satisfy
	(a) above, disclose that fact and the processes it employs for
	overseeing the entity’s risk management framework.
7.2	The board or a committee of the board should:		11	Comply
	(a) review the entity’s risk management framework at least
	annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a
	review has taken place.
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.		In FY17, the Company expects to establish an internal audit function which will report to the
			Audit and Risk
			Committee.
			9
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it		Annual Report	Comply
	does, how it manages or intends to manage those risks.
Pharma Group Ltd
r 2016

Mayne
Pharma
Group
Ltd October
2016

==> picture [92 x 47] intentionally omitted <==

	ASX PRINICPLE	REFERENCE1	COMPLAINCE
Principle 8	Remunerate fairly and responsibly
8.1	The board of a listed entity should: (a) have a remuneration committee which:	9, Annual Report	Comply
	(1) has at least three members, a majority of whom are
	independent directors; and
	(2) is chaired by an independent director,
	and disclose:
	(3) the charter of the committee;
	(4) the members of the committee; and
	(5) as at the end of each reporting period, the number of times
	the committee met throughout the period and the
	individual attendances of the members at those meetings;
	or
	(b) if it does not have a remuneration committee, disclose that fact
	and the processes it employs for setting the level and
	composition of remuneration for directors and senior
	executives and ensuring that such remuneration is appropriate and not excessive.
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the	Annual Report	Comply
	remuneration of executive directors and other senior executives.
8.3	A listed entity which has an equity-based remuneration scheme	Annual Report	Comply
	should:
	(a) have a policy on whether participants are permitted to enter
	into transactions (whether through the use of derivatives or
	otherwise) which limit the economic risk of participating in the
	scheme; and
	(b) disclose that policy or a summary of it.

1. All
   references
   are
   to
   sections
   of
   this
   Corporate
   Governance
   Statement
   unless
   otherwise
   stated

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Mayne
Pharma
Group
Ltd October
2016