MEMPHASYS LIMITED. - Governance Information 2012

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FOR IMMEDIATE RELEASE

Updated Board Charters

Sydney, Australia 30[th] October 2012 – The Board of NuSep (ASX:NSP) wishes to advise the market that it has updated its Board, Remuneration and Audit Charters.

A copy of these updated Charters are attached to this release and can be found on NuSep’s website.

ENDS

For more information please contact:

Contact: Swapna Keskar Company Secretary +61 2 8415 7300 [email protected]

About NuSep

NuSep (ASX: NSP) is a publicly listed life sciences company that sells products into the global BioSeparations market. NuSep recently acquired BioInquire which developed the ProteoIQ software enabling NuSep to offer a total Proteomics solution from Fraction to Function . The company has offices in both Sydney Australia and Atlanta, USA.

With a 30 year heritage in biological separations, NuSep has forged a world class reputation for its innovative yet simple biological separation techniques including the world’s first IVF sperm separation device. In short NuSep has redefined the BioSeparations market through innovation and simplification.

NuSep’s world renowned research team has developed an extensive portfolio of patented products. In all, NuSep currently manufactures, distributes and sells 55 products to customers in the USA, Europe, Asia and Australia.

NuSep Products:

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Gels – NuSep manufactures and sells precast gels including the innovative nUView Gels, which can be visualised 2 minutes after use.

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Separation Instruments – NuSep has developed two unique biological separation instruments. The ProteomeSep was released in 2009 and can separate biological samples into 8 fractions for use in the proteomic market. The SpermSep separates sperm for fertility treatments such as IVF.

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Proteomics Software – NuSep offers the unique ProteoIQ software for the analysis of complex mass spec samples. This software is also designed to identify bio markers.

Contact Details Email [email protected] Telephone +61 2 8415 7300 Web www.nusep.com Facsimile +61 2 8415 7399 ABN 33 120 047 556

NuSep Holdings Ltd 324 Burns Bay Rd Lane Cove NSW 2066

Postal Address P.O. Box 823 Lane Cove NSW 1595

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Biological Products – NuSep supplies research grade biological products manufactured using its unique separation technologies. These products include human IgG and Albumin .

For more information about NuSep please visit the company’s website www.NuSep.com

About PrIME Biologics Pte Ltd

PrIME Biologics is a Singapore based biotech company that has developed a disposable therapeutic plasma manufacturing process based on NuSep’s PrIME Technology. NuSep has a 90% shareholding in PrIME Biologics. PrIME Biologics process is based on the Pr eparative I solation by M embrane E lectrophoresis (PrIME) technology developed by NuSep. PrIME provides disposable modular processing that is ‘electronically’ driven membrane fractionation.

The PrIME process increases product yields to over 90% relative to the existing process 50% while increasing product safety. The PrIME has been shown to remove virus, bacteria, endotoxins and prions which cause ‘Mad Cow Disease’. Further, PrIME Biologics process can produce multiple plasma products in hours compared to days, which is required by the current manufacturers.

The initial application for the PrIME process will be the Currently Unprocessable Plasma which represents approximately 50% of all the plasma collected in many Asian countries.

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Board Charter and Corporate Governance Guidelines

This Board Charter and Corporate Governance Guidelines ( Board Charter ) constitute a reference point for directors, employees and investors. This document provides an understanding of NuSep Holdings Ltd ( NuSep ) approach to the values and ethical standards which govern directors and employees and the processes and performance measures by which they will operate. These guidelines provide a framework for the Company to facilitate and evaluate its processes and procedures such that these are undertaken to ensure accountability and transparency.

This Board Charter has been updated to incorporate the ASX Corporate Governance Principles and Recommendations 2[nd] edition. References to clauses in this Board Charter are a cross reference to the Company’s Constitution.

1. Areas Where NuSep Does Not Always Comply with the ASX Good Corporate Governance Principles

There are two areas where NuSep does not always comply with the ASX Corporate Governance Principles, these are Independence and the involvement of significant shareholders. NuSep is foremost an Intellectual Property ( IP ) Company and as such actively encourages developers of the IP to be associated with the Company. Similarly, NuSep has a few significant shareholders who have supported the Company because they understand the value of the company’s IP. These significant shareholders bring far more value to NuSep than the risks normally associated with a significant shareholder because of their long term view and willingness to support the Company.

It is important that all potential investors and other stakeholders understand NuSep’s philosophy regarding these two issues before investing or working with NuSep. These issues are discussed in greater detail below.

2. The Company

NuSep is a biotech company listed on the Australian Securities Exchange under the code NSP. NuSep has a platform technology called the PrIME[1] Technology and is developing applications of this technology in a number of different markets including plasma fractionation and IVF.

NuSep is an Intellectual Property ( IP ) based organisation. Specifically, NuSep’s future growth prospects rest not on machinery, physical property or existing production processes, but on the intellectual output of its key personnel. While the Company will become less reliant on these key IP personnel as applications of the PrIME Technology reach the market, there is no doubt that their ability to develop new applications of the technology will be important for the foreseeable future.

NuSep operates as a holding company with the objective of developing alternative applications of the PrIME Technology and, where necessary funding the initial development of these applications. Each application is housed in a separate legal entity and NuSep evaluates each of these applications on a P&L basis. In order to maintain its focus on developing new applications

1 PrIME stands for Pr eparative I solation by M embrane E lectrophoresis

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and selling the consumables for these applications NuSep will spin out the applications as they become commercial. In effect each new application creates a new income stream for NuSep.

3. Principles for Directors

3.1 General

All directors must conduct themselves in accordance with the law and best corporate practice and in particular so as to ensure that they comply with each of the following principles.

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Directors act in the best interests of NuSep as a whole and with honesty and in good faith;

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Directors do not make improper use of their position as directors or of information obtained from their position;

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Directors do not allow any personal conflict of interests or the interests of any associate or related party to interfere with their duties to NuSep;

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Each individual director has an ongoing responsibility to exercise sound rational judgement and independence of mind and to take all reasonable steps to make proper enquiries when making decisions on behalf of NuSep;

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Directors recognise and respect the confidential nature of information to which they are privy to in the course of exercising their duties and agree to honour the confidentiality of that information;

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Consistent with these principles, directors seek to ensure that NuSep operates ethically, safely and profitably in the interests of all stakeholders.

3.2 Independence

3.2.1 As NuSep is an IP Company it is critical that the Company encourages the continued association of the key IP developers with the Company. To this end, NuSep actively encourages the participation of its past IP developers on the Board. The Company does not consider this as a reduction to the independence of any Director, rather that it enhances the ability of the Company to access this critical brains trust which would otherwise be lost to the Company. The Company reviews ‘Independence’ through this IP prism.
3.2.2 The Board should have a majority of independent directors. This Charter has adopted the 5 point definition of independence directors incorporated in the ASX Corporate Governance Principles and Recommendations 2[nd] edition.
3.2.3 The Board assesses the independence of each director on a yearly basis. For this purpose an independent director is a non-executive director whom the Board considers to be independent of management and free of any relationship that could materially interfere with the exercise of unfettered and independent judgement.
3.2.4 In addition to being required to conduct themselves in accordance with the principles outlined in section 1 and responsibilities set out in section 3, directors must be meticulous in their disclosure of any material contract or relationship in accordance with the Corporations Law. Directors must strictly adhere to the

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constraints on their participation and voting in relation to matters in which they may have an interest in accordance with the Corporations Law.

3.2.5 Each director is encouraged to be a shareholder in the Company but not a substantial shareholder as defined by the Corporations Law.
3.2.6 Each director may be involved with other companies or professional firms which from time to time may have dealings with NuSep. These financial relationships must represent less than 5% of either organisations turnover. Where there are such dealings they are to be set out in notes (recording related party dealings) to the Company's accounts as required by law.
3.2.7 Excluding Mr Goodall, the Board has assessed that each of the non-executive directors of the Company is an independent director. In reaching that determination, in addition to the matters referred to above, the Board is satisfied that the independent directors are non-executive directors and:

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Are not a substantial shareholders of the company directly, indirectly or associated with a substantial shareholder of the company;

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Has no material contractual relationship with the company or another group member other than as a director of the company;

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Is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company.

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Within the last year has not been a principal of a material professional adviser or a material consultant to the company or another group member, or an employee materially associated with the service provided;

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Is not a material supplier or customer of the company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer.

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4. Constitution

The Company operates under a Constitution which is reviewed regularly against changes in the law and best corporate practice. Any changes considered desirable by the Board will be presented to and approved by shareholders before adoption.

5. Powers and Responsibilities of the directors

5.1 Directors to manage and exercise powers of Company

In accordance with the Constitution, the business of NuSep is to be managed by the directors who may exercise all the powers of the Company in accordance with the Corporations Law, the Listing Rules and the Constitution. All other powers require the approval of shareholders at a general meeting (clause 70).

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5.2 Directors’ responsibilities

The directors must conduct themselves consistently with the principles set out in section 2.1 in carrying out the following key functions:

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Oversight of the business and affairs of NuSep;

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Approving and monitoring the progress of major capital expenditure and acquisitions and divestments;

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Reviewing and monitoring NuSep’s corporate strategies and financial objectives;

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Monitoring the performance of management in accordance with the company’s vision, individual performance goals and this Charter; Appointing, supporting, evaluating and rewarding the Managing Director and having in place an executive management succession plan;

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Ensuring a diverse and effective Board with appropriate operating standards; Establishing and evaluating procedures for the Board and its committees; Ensuring that the principal business risks have been identified;

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Ensuring that management monitors and manages those risks;

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Ensuring a process is in place for the maintenance of the integrity of internal controls, and financial and management information systems; Ensuring the Company acts legally and responsibly on all matters; Ensuring that appropriate ethical standards are maintained;

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Ensuring proper and timely financial and governance reporting to shareholders.

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5.3 Roles and Responsibilities of Directors

Directors recognise the need for a clear division of the roles between the executive and the non executive Board members.

6. Composition of Board

6.1 Board Composition

NuSep shall have a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. The majority of directors should be independent.

6.2 Number of directors

The Constitution does not provide a minimum or a maximum numbers of directors (clause 64).

6.3 Share Qualification for directors

There is no shareholding qualification (clause 65).

6.4 Casual Vacancies

The Constitution provides that directors may appoint a person at any time as an addition to the existing directors. Anyone appointed under this rule, other than the Managing Director, must stand for election at the next Annual General Meeting (clause 64).

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7. Chairman

7.1 The Appointment of the Chairman

The directors may elect one of their number as Chairman (clause 76). The policy of the Board is that the Chairman should be an independent non-executive director. In addition, given the critical nature of IP to NuSep, the Chairman must have a background in understanding and therefore assisting in developing and maintaining the IP.

7.2 The Chairman’s Role

The Chairman has a major role as the head of NuSep Board of directors in providing leadership of the Board, more particularly:

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Leading and facilitating the Board in its deliberations;

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Ensuring the directors’ focus is on the enhancement of shareholder value; Maintaining a professional working relationship with the Managing Director; Ensuring that management appropriately responds to questions and enquiries of Board members;

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Acting as spokesman, where appropriate and communicating and consulting with shareholders and relevant stakeholders on significant issues as appropriate;

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Ensuring that each director appropriately contributes to the Board’s decision making process;

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Ensuring availability of the required director skills and experience on the Board;

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Undertaking the Board’s performance evaluation process;

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Refreshing the Board through the appointment of new Directors; Appointing members to the Board sub committees;

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Setting the agendas for each Board meeting, taking into account suggestions from other directors and ensuring meetings are effectively conducted; Maintaining ethical standards based on agreed Company values.

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7.3 The Appointment of a Deputy Chairman

From time to time the Chairman’s role can be split with the creation of a Deputy Chairman role. At the times when the role of Deputy Chairman is created the assignment of the responsibilities between the Chairman and the Deputy Chairman will be recorded in writing. When the role of Deputy Chairman is removed these roles will automatically revert back to the Chairman’s role.

7.4 The Current Chairman Mr John Manusu was appointed Executive Chairman in September 2008.

8. Managing Director

8.1 Appointment of a Managing Director The directors may appoint a Managing Director for the period and on the terms they think fit (clause 84). As with the Chairman, the Managing Director must preferably be a person with medical/scientific and commercial experience in developing IP and managing IP based organisations.

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8.2 The Managing Director’s Role

Under clause 86 of the Constitution, the directors may confer on the Managing Director any of the powers exercisable by them on such terms and conditions and with such restrictions as they see fit. They may withdraw or vary any of the powers. The directors have conferred on the Managing Director all the powers of management of NuSep. The Managing Director is accountable to the directors for the management and control of the affairs of the Company and its related bodies corporate.

8.3 Specific Responsibilities of the Managing Director

Without limiting the powers of the Managing Director as outlined in 4.6.3 the primary responsibilities of the Managing Director are:

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Manage the operational business within the NuSep group;

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Grow the IP that forms the basis of NuSep; and Report all significant operational developments to the Board;

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8.4 The Relationship between the Chairman and the Managing Director

NuSep considers that it is integral that both the Chairman and Managing Director work closely and in partnership so as to ensure that the company’s IP and therefore management structures are enhanced for commercial realisation.

8.5 The Current Managing Director

Dr Hari Nair was appointed Managing Director of the Company in September 2008.

9. Directors - Criteria for Appointment

9.1 Board Composition

The composition of the Board is reviewed regularly in relation to the appropriate mix of skills and expertise to assist with the achievement of the strategic direction. Succession planning for directors is an ongoing function of the Chairman and the Board.

9.2 New Board Appointments

In considering new appointees to the Board consideration is given to the ability of the appointee to contribute to the ongoing effectiveness of the Board, to exercise sound business judgement and to contribute to the development of the strategic direction of the Company.

10. Elections, Rotations

10.1 Election of Directors

The Constitution provides that no Director shall hold office for a continuous period in excess of three years or until the third annual general meeting following the Director’s appointment without submitting for re-election (clause 66).

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11. Other Directorships

11.1 Directors may hold other Directorships

Directors may accept positions on other commercial boards with the approval of the Chairman.

12. Appointment of directors

12.1 Terms and Conditions

All new directors appointed to the Board receive a letter of appointment, from the Chairman, which sets out the basis of appointment and includes the following issues:

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Term of appointment;

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Retirement/resignation/removal;

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Company information pack;

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Remuneration, superannuation and expense claims;

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Insurance, indemnity and access to records;

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Access to independent professional advice;

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Share Trading policy governing dealings in securities; Time commitment, special duties and Committee work.

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New directors also receive a copy of NuSep’s Constitution, this Board Charter, the Audit and Remuneration Charters and copies of key financial documents.

12.2 Induction and Briefings

The Board induction process involves the following activities:

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Individual briefings with the Chairman to discuss expectations and responsibilities;

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Attendance at briefing sessions convened by the Managing Director which include presentations on the business by executive management;

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Provision of a comprehensive package of briefing materials in relation to the Company; and

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As appropriate visits to NuSep facilities and meetings with management.

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13. Remuneration of Directors

13.1 Total Remuneration

The Constitution provides that the total amount of non-executive directors’ remuneration (excluding executive directors) must not exceed $250,000. The amount paid to each director is to be determined by agreement of the directors (clause 67).

13.2 Expenses

A director is entitled under the Constitution to be reimbursed out of the funds of the Company for reasonable travelling, accommodation and other expenses, which are incurred whilst on business for the Company (clause 67(e)).

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13.3 Consulting

From time to time the Board may contract with individual Directors to undertake specific project based tasks. These contracts will be negotiated on an arms’ length basis and will be approved initially by the Remuneration Committee and then by the Chairman before they can be implemented.

14. Board Committees

14.1 Committee Structure

The directors are responsible for the overall corporate governance of NuSep. To assist in the execution of its responsibilities, the directors have established:

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The audit committee; and The remuneration committee.

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14.2 Committee Charters

Each committee has a charter approved by the directors setting out the membership, functions and reporting obligations of the committee. Minutes from each committee meeting are circulated with the Board papers for the next Board meeting and any recommendations adopted by the directors are recorded in the directors’ minutes of meeting.

14.3 Audit Committee

14.3.1 The Audit Committee is comprised of non-executive directors and is chaired by Mr Ward Wescott. The Managing Director of NuSep is not a member of the committee and only attends meetings of the committee by invitation.
14.3.2 The Audit Committee meets three times yearly or as and when required. The committee meets in February to consider the half yearly accounts and in August to consider the annual accounts. At the May meeting it considers compliance matters.
14.3.3 The Audit Committee’s primary role is to establish and maintain a structure to independently verify and safeguard the integrity of the Company’s financial reporting.
14.3.4 It is essentially a committee of review and reviews on behalf of the Board financial statements, significant accounting policy changes, tax compliance, major issues arising from internal audit reports, annual accounts (with the assistance of the external auditors) and legal compliance. It assesses the adequacy of external reporting and the associated management processes, the performance and independence of both the internal and external audit functions and funding commitments. It is also required to ensure adequate audit coverage of all major financial risks to the business. It assesses the processes for selection and review of the internal and external auditors. It approves and monitors the provision of non-audit work to the NuSep Group by the Auditor with the aim of obtaining value for NuSep of any non-audit work.

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14.3.5 The committee reviews the adequacy, security and objectivity of the internal control framework and internal control and audit plan and assesses significant business risks identified by the executive management team through the committee. Operational risk is a basic line management responsibility within the NuSep Group consistent with the policies established by the committee and the Board.
14.3.6 The committee reviews the risk management and audit plan prior to Board approval. The plan integrates the outcomes of the business risk management process with the priorities for the internal audit.

14.4 Remuneration Committee

14.4.1 The Remuneration Committee is comprised of non-executive directors and is chaired by Mr Iain Sorrell. The Remuneration Committee meets as and when required, but at least once a year.
14.4.2 The primary role of the Remuneration committee is to fairly review and actively encourage enhanced Board and management effectiveness. The committee will ensure that procedures are in place to remunerate directors and senior executives sufficiently and reasonable and that this reward is tied to the corporate and individual performance.
14.4.3 Its function is to review remuneration paid to directors, executive and non executive and succession plans, remuneration policy and legislative compliance in employment issues, industrial agreements and incentive plans. It is also delegated to review (at least annually) the corporate governance procedures of the Company, to review Board succession plans and to ensure that there are appropriate processes for the review of the performance of the Board and individual directors.

15. Company Secretary

15.1 Appointment

The Constitution (clause 87) provides:

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There must be at least one Company Secretary appointed by the directors for a term and at a remuneration and on conditions determined by them;

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The directors may, subject to the terms of the Company Secretary’s employment contract, suspend, remove or dismiss the Company Secretary.

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15.2 Duties

The duties of a Company Secretary are to ensure compliance with the statutory and internal obligations of the Company (including under the Constitution and the Corporations Law and ASX Listing Rules). They include:

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Awareness of regulations and best practice concerning arranging, attending and minuting meetings of boards and shareholders (including the Annual General Meeting);

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Notification to ASX and ASIC within deadlines for statutory filings and returns;

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Awareness of obligations of the Company in relation to maintenance of books and records (eg minutes, financial records and statutory registers);

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Regular requests to the directors to review their standing interests and providing any changes to the directors in papers submitted to the Board meetings;

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Maintaining register of interests;

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Assisting directors with administrative matters.

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15.3 Current Company Secretary

Ms Swapna Keskar was appointed Company Secretary in May 2012. Mr Prakash Patel retains his role as Company Secretary to support Ms Keskar as required. Mr Patel was appointed Company Secretary in September 2006.

16. Proceedings of directors

16.1 Meetings of directors

The Constitution provides that a director may at any time and the Company Secretary must on the request of a director convene a meeting of the directors (clause 73). The current practice is for the directors to meet six times annually and as and when required. The Board meetings are usually scheduled on the fourth Wednesday of every second month. The directors also meet as appropriate in the absence of management.

16.2 Electronic Meetings

Directors may hold electronic meetings in accordance with the Corporations Law which provides that a directors’ meeting may be called or held using any technology consented to by all the directors (clause 74). The directors have put in place a standing consent which sets out the way in which directors consent to conduct meetings by electronic means. A director may only withdraw his consent within a reasonable period before the meeting.

16.3 Circulating resolutions

The Constitution provides that directors may pass a resolution without a directors’ meeting being held if the majority of the directors who are entitled to vote on the resolution assent to a document (clause 82) containing a statement that they are in favour of the resolution set out in the document. Separate copies of the document may be used and the resolution is passed when the last director assents. A director may assent by fax, email or other electronic format.

17. Guidelines on what should come to the Directors

17.1 Guideline Documents

The directors have guidelines to assist management with issues that must come to the Board or Board committees. The Managing Director is responsible for reporting to the Board on business operations. This reporting responsibility covers:

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Strategic direction, vision and values, objectives and budgets; Corporate policy and compliance in accordance with key policies; Reporting of achievements against strategic business plans and objectives; Capital expenditure in excess of budget or delegated authorities;

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Remuneration of senior executives;

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Decisions beyond management delegations;

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Risk profile and control framework;

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Major issues affecting the organisation’s external environment;

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Governance issues including major potential or actual litigation or noncompliance with legislation or NuSep policies;

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Senior management succession planning;

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Acquisitions; Delegations of authority; and Committee reports.

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17.2 Presentation of Papers

The reporting of information to the directors is principally by way of the Board reports. The Board papers are concise without jargon. They are distributed by the Company Secretary to allow three clear days for reading prior to the Board meeting. Additional papers are tabled at Board meetings in special circumstances.

18. Access to Information by Board

18.1 Board Papers

Directors acknowledge care must be taken to protect the integrity of the papers distributed to them in the course of their duties. Directors may provide all their papers to the Company Secretary from time to time. The Company Secretary will provide a complete set of Board papers for the use of directors.

18.2 Board attendance by Company officers

The directors encourage the Managing Director to bring managers into the boardroom when they have personal involvement in the subject being discussed to assist in the development of these managers.

18.3 Board access to senior management

Directors requiring access to senior management should obtain prior approval of the Chairman before contacting senior management directly. An exception applies to the chairman of any Board committee who may access the senior executive to whom that committee relates.

18.4 Senior management access to the Board

If at any time any member of the senior management team is aware of a matter which the member believes requires the attention of the directors, the member has a responsibility to ensure the matter is brought to the attention of the directors. The appropriate method of access to the directors is through the Chairman or the chairman of the relevant Board committee.

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19. Independent professional advice

For the purposes of the proper performance of their duties relating to the Company, directors are entitled to obtain independent professional advice at the Company’s expense following approval by the Chairman. The advice is treated as advice to the Board.

20. Board Evaluation

20.1 Board Review

Each year the Chairman conducts a formal review to evaluate the Board’s performance in meeting shareholder and stakeholder expectations. It is considered that this matter is appropriately reviewed by the whole Board under the direction of the Chairman and not by a Board committee alone.

20.2 Board Review Criteria

The review includes:

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The effectiveness and composition of the Board;

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Ability of the Board to help the executive to achieve its objectives;

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Assessing current corporate governance practices and adjusting as necessary; and

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Assessing whether the expectations of shareholders and, as appropriate, other stakeholders are achieved.

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21. Individual director appraisal

The Chairman discusses individual director contributions with each director face-to-face, annually. After conducting these reviews the Chairman reports the outcomes to the Board as a whole. These outcomes are then used to determine the Board’s decision to support or not support a Directors re-election when they next stand.

22. Appraisal of Executive Directors

The Chairman holds regular discussions with the Managing Director in relation to issues affecting the Company. The Board and its committees keep the performance of the Managing Director under yearly review.

23. Indemnification of directors

23.1 Indemnification of Directors

The Constitution provides for every person who is or has been a director of the Company to be indemnified out of the property of the Company against every liability incurred by the person in that capacity, except where this is precluded by law.

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23.2 Deed of Indemnity

The Company has in place a deed of indemnity for each director. This deed provides for the Company to pay a director’s legal costs after retirement for actions taken during their directorship. The terms of the deed comply with the Constitution and the Corporations Law.

24. Directors & Officers Insurance

24.1 D&O Insurance Premium

The Company has in place directors and officers insurance. This policy is reviewed each year and covers the Company for activities globally.

24.2 Run-off cover

The deed of indemnity obliges the Company to maintain policies for the term of the director’s appointment and for a period of seven years after the date on which the director ceases to hold office.

24.3 Access to Papers after retirement

The deed of indemnity ensures that a director has access to Board papers relating to the relevant period of office for a period of seven years from the time the director ceases to be a director of the Company or any of its subsidiaries.

25. Retirement of directors

25.1 Retirement benefit

The Constitution provides that the Company may make any payment or give any benefit to any Director of the Company or any other person in connection with the Director’s retirement, resignation from or loss of office or death while in office, if it is given in accordance with the Law and the Listing Rules (clause 69).

26. Share Dealings and Share Plans

26.1 Dealing in NuSep shares

Directors and employees are encouraged to be long term holders of NuSep shares and the remuneration package of employees is structured to provide the opportunity to acquire NuSep shares. As NuSep is listed on the Australian Securities Exchange (ASX), this policy is designed to ensure there is proper care when trading occurs by Nominated Parties, as defined in this policy.

This policy applies to anybody who has access to material non-public information regarding the Company and to prevent trading in Company securities by a Nominated Person who has material non-public information. This policy forms part of NuSep’s Board Charter.

Public listed companies are required by statute to disclose price sensitive information on an on-going basis. There are, however, certain carve-outs from a listed company’s

Page 13 of 14 pages NuSep Board Charter and Corporate Governance Guidelines Revised October 2012

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continuous disclosure obligation (such as where the information relates to confidential and incomplete negotiations of a material transaction).

26.2 Security Trading Black-Out Periods (Closed or Prohibitive Periods)

The following table summarises the primary trading blackout periods and timeframes:	The following table summarises the primary trading blackout periods and timeframes:
Reason	Closed or Prohibitive Period
Financial Reports: (a) Half Year Report (b) Financial Year Report	(a) 1 January to the day after the relevant ASX Release. (b) 1 July to the day after the relevant ASX Release.
Results of a Clinical Trial	From date of the opening of clinical trial results to the day after the relevant ASX Release.
Other major commercial events	From date a decision is taken by Board or Executive Committee to the day after the relevant ASX Release.

A ‘ relevant ASX Release’ that would close a blackout period would include a Prospectus incorporating the results for the period or other formal documentation released to the market.

The full terms of the share trading policy can be found in the NuSep Share Trading Policy. This document is also released to the ASX as and when it is updated. The current version was released to the market in December 2011.

26.3 Directors duty to notify the ASX of certain interests

Directors are required to provide the Company Secretary details of any relevant interest they hold in NuSep securities or the securities of related entities.

27. Public Announcements

27.1 Press Releases

NuSep will at all times provide timely and balanced disclosure of all material matters concerning the Company to its stakeholders. The company has adopted the ASX ‘Guidance Note 8: Continuous Disclosure: Listing Rules 3.1- 3.1B 2005’ and any variations as they are implemented by the ASX.

27.2 Media Contacts

All contact with media and third parties concerning NuSep is the responsibility of the Managing Director, Chief Financial Officer and the Chairman. All media contacts are referred to those persons by the Company Secretary.

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REMUNERATION COMMITTEE CHARTER

1. STRUCTURE

This Charter should be read in conjunction with NuSep Board Charter and Corporate Governance Guidelines.

2. COMPOSITION

The Committee shall comprise a majority of independent directors appointed by the Chairman of the NuSep Board.

3. CHAIRMAN

NuSep Board shall appoint the Chairman of the Remuneration Committee. The Chairman will report to the Board following each Committee meeting. The Chairman of the Board can not be the Chairman of the Remuneration Committee. Should the Chairman of the Remuneration Committee be absent the members of the Committee present shall appoint a Chairman for that particular meeting. Mr Iain Sorrell was appointed Chairman of the Remuneration Committee on 20[th] December 2006.

4. FREQUENCY OF MEETINGS

The Committee shall meet at least twice a year or additionally as special circumstances require, eg the appointment of a Managing Director/CEO.

5. FORM OF THE MEETINGS

The Remuneration Committee can meet in person, via the telephone or any other electronic medium that the Committee chooses. If the meeting is conducted via the telephone or other electronic form any decisions approved at these meetings will be binding so long as the written minutes of the meeting confirm these decisions.

6. COMMUNICATION AND RESOURCES

The Committee will have access to relevant Company executives. The Committee may obtain:

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Information and resource it requires from the Company, subject to prior approval by the Chairman of the NuSep Board and

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Independent external advice it requires, subject to approval of the expenditure by the Chairman of the NuSep Board.

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7. SECRETARY

Postal Address Contact Details E [email protected] P.O. Box 823 P +612 8415 7300 W nusep.com Lane Cove NSW 1595 F +612 8415 7399 ABN 33 120 047 556 Revised October 2012

NuSep Ltd 324 Burns Bay Road Lane Cove NSW 2066

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The Remuneration Committee will appoint a Secretary. The Secretary can not be an executive of the Company. The Secretary shall attend meetings of the Committee as required.

8. MINUTES

Minutes of meetings of the Committee shall be prepared by the Secretary approved by the Chairman of the Remuneration Committee and circulated to all members of the Committee and to the NuSep Board. Minutes of meetings of the Committee shall be confirmed at the earliest of the next meeting of the Committee, or the NuSep Board.

9. DUTIES AND SCOPE

The primary responsibility of the Committee is to assist the NuSep Board in fulfilling its responsibilities in relation to the remuneration of the Board, the Managing Director and the Chief Financial Officer. Specifically the Committee will consider:

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Executive remuneration and incentive policies;

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The company’s recruitment, retention and termination policies and procedures for senior executives;

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Appointment of external remuneration reviews;

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Board (including Chairman) fees for the next financial year;

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Managing Director’s and Chief Financial Officer’s Total Remuneration Package (TRP) for the next financial year;

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Performance based remuneration that aligns the interests of shareholders with those of management;

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ASX disclosure of the remuneration package of the Managing Director and Chief Financial Officer;

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Annual report disclosures on remuneration.

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10. DEISIONS OF THE REMUNERATION COMMITTEE

The decisions taken by the Remuneration Committee are not binding on the Board of NuSep. The Board of NuSep will consider the recommendations of the Remuneration Committee and a vote of the NuSep Board will be taken, excluding those whose remuneration is being considered.

Revised October 2012

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AUDIT COMMITTEE CHARTER

1. STRUCTURE

This Charter should be read in conjunction with the Company’s Board Charter and Corporate Governance Guideline.

2. COMPOSITION

The Committee shall comprise a majority of independent directors appointed by the Chairman of the NuSep Board.

3. CHAIRMAN

The Chairman of the NuSep Board shall appoint the Chairman of the Audit Committee. The Chairman of the Audit Committee will report to the Board following each Committee meeting. The Chairman of the NuSep Board cannot be the Chairman of the Audit Committee. Should the Chairman of the Audit Committee be absent the members of the Committee present shall appoint a Chairman for that particular meeting. Mr Ward Wescott was appointed Chairman of the Audit Committee in February 2012.

4. FREQUENCY OF MEETINGS

The Committee shall meet at least three times per year or additionally as special circumstances require.

5. FORM OF THE MEETINGS

The Audit Committee can meet in person, via the telephone or any other electronic medium that the Committee chooses. If the meeting is conducted via the telephone or other electronic form any decisions approved at these meetings will be binding so long as the written minutes of the meeting confirm these decisions.

6. COMMUNICATION AND RESOURCES

The Committee will have:

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direct communication channels with the advisers so appointed to discuss and review specific issues as the Committee may decided from time to time; access to relevant Company executives and information.

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7. ATTENDANCE

The Managing Director, External Auditors and the Chief Financial Officer will be invited to attend meetings, as required. Other Company executives and/or advisers and other parties

E [email protected] W nusep.com ABN 33 120 047 556

NuSep Ltd Postal Address Contact Details 324 Burns Bay Road P.O. Box 823 P +612 8415 7300 Lane Cove NSW 2066 Lane Cove NSW 1595 F +612 8415 7399 Revised October 2012

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external to the Company as the Chairman of the Committee thinks fit, may be invited to attend meetings. At least once a year, the Committee will have a closed door session with the Auditors. The Auditors will be expected to comment in this session on any observations they have with regard to the employees of the company.

8. SECRETARY

The Audit Committee will appoint a Secretary. The Secretary cannot be an executive of the Company. The Secretary shall attend meetings of the Committee as required.

9. MINUTES

Minutes of meetings of the Committee shall be prepared by the Secretary, approved by the Chairman of the Audit Committee and circulated to all members of the Committee and to the NuSep Board. Minutes of meetings of the Committee shall be confirmed at the earliest of the next meeting of the Committee, or the NuSep Board.

10. AUDITORS

Individual Audit partners can only be responsible for the audit for a maximum of 5 years and must not return to the audit team within two years. The proposed audit fees for each year will be reviewed by the Committee, which will then make a recommendation to the NuSep Board. The Auditors will report formally to the Committee once a year on their independence.

11. DUTIES AND SCOPE

The duties of the Committee include:

11.1 Financial reporting

11.1.1 Reviewing all significant accounting policy changes;
11.1.2 Reviewing half and full year result publications prior to their release to ensure compliance with statutory and contractual requirements and in doing so considering the appropriateness of the accounting policies used and the disclosures made;
11.1.3 Reviewing reports from management and the auditors on any significant proposed regulatory, accounting or reporting issue, to assess the potential impact upon the Company’s financial reporting process;
11.1.4 Reviewing significant transactions which are not a normal part of the Company’s business;
11.1.5 Reviewing related party transactions and considering the adequacy of disclosure of those transactions in the financial statements;
11.1.6 Reviewing any legal matters which could significantly impact the financial statements;

11.2 Audit

11.2.1 Reviewing and approving the audit plan and proposed fees of the external auditors;

Revised October 2012

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11.2.2 Reviewing audit reports to ensure that where major deficiencies or breakdowns in controls or procedures have been identified, appropriate and prompt remedial action is taken by management;
11.2.3 Review the performance of the external auditors;
11.2.4 Liaison with the external auditors and ensuring that the annual statutory audit and half-year review are conducted in an effective manner;
11.2.5 Reviewing and confirming the independence of the auditor;
11.2.6 Review and if considered appropriate approve non audit services provided by the auditor to ensure that audit independence is maintained.

11.3 External Compliance

11.3.1 Monitoring the procedures in place to ensure that the Company is in compliance with the Corporations Law, Stock Exchange Listing Rules and other legislative and reporting requirements;
11.3.2 Ensuring the annual report contains details of the membership and biographical details of the audit committee;
11.3.3 Ensuring the annual report contains a statement regarding the independence of the auditor in providing non audit services, together with an analysis of fess paid to the auditor for non audit services;

11.4 Reporting

The Chairman of the Audit Committee will orally report to the NuSep Board meeting following each Committee meeting, providing a summary of the Committee’s activities and a series of recommendations;

11.5 Managing Risk

11.5.1 Reviewing risk management practices, including the entity’s use of derivatives;
11.5.2 Reviewing policies on sensitive issues or practices such as environmental issues;
11.5.3 Reviewing reports on the adequacy of insurance coverage;
11.5.4 Reviewing the Audit and Compliance Committee charter to ensure that it is in line with best practice.

11.6 Internal controls and business processes

11.6.1 Monitoring corporate risk assessment and the internal controls instituted;
11.6.2 Reviewing reports on any defalcations, frauds and thefts from the Company and action taken by management;
11.6.3 Reviewing policies to avoid conflicts of interest between the Company and members of management;
11.6.4 Considering the security of computer systems and applications, and the contingency plans for processing financial information in the event of a systems breakdown.

11.7 Review and Appointment of the Auditor

The Audit Committee will review the Auditors performance each year and report its findings to the Board. Should the Audit Committee reach a majority decision that the Auditor is not performing the required task then the Audit Committee will advise the Board and request the Board to consider the appointment of the Audit Committee to

Revised October 2012

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put the audit to tender. Irrespective of the Auditors performance the Audit Committee will put NuSep’s audit up for tender every 5 years.

If the Board determines that the audit should be put to tender then the Audit Committee is to:

11.7.1 Prepare an Audit tender document. This document is to be forwarded to the Auditor and forwarded to other Audit organisations;
11.7.2 Interview the organisations that tender for the Audit;
11.7.3 Short list 2 audit organisations that the Board may consider awarding the audit to;
11.7.4 Advise the successful tender and organise for the handover of the audit, if required from the current Auditor.

Revised October 2012

AI assistant

MEMPHASYS LIMITED. — Governance Information 2012

65314_rns_2012-10-29_61256c17-928c-46d8-a84b-6fafc2706745.pdf

FOR IMMEDIATE RELEASE

Updated Board Charters

*ENDS*

For more information please contact:

About NuSep

About PrIME Biologics Pte Ltd

Board Charter and Corporate Governance Guidelines

1. Areas Where NuSep Does Not Always Comply with the ASX Good Corporate Governance Principles

2. The Company

3. Principles for Directors

3.1 General

3.2 Independence

4. Constitution

5. Powers and Responsibilities of the directors

5.2 Directors’ responsibilities

5.3 Roles and Responsibilities of Directors

6. Composition of Board

6.1 Board Composition

6.2 Number of directors

6.3 Share Qualification for directors

6.4 Casual Vacancies

7. Chairman

7.1 The Appointment of the Chairman

7.2 The Chairman’s Role

7.3 The Appointment of a Deputy Chairman

8. Managing Director

8.4 The Relationship between the Chairman and the Managing Director

8.5 The Current Managing Director

9. Directors - Criteria for Appointment

10. Elections, Rotations

11. Other Directorships

11.1 Directors may hold other Directorships

12. Appointment of directors

12.2 Induction and Briefings

13. Remuneration of Directors

13.1 Total Remuneration

13.2 Expenses

13.3 Consulting

14. Board Committees

14.1 Committee Structure

14.2 Committee Charters

14.3 Audit Committee

14.4 Remuneration Committee

15. Company Secretary

15.1 Appointment

15.2 Duties

15.3 Current Company Secretary

16. Proceedings of directors

16.1 Meetings of directors

16.2 Electronic Meetings

16.3 Circulating resolutions

17. Guidelines on what should come to the Directors

17.1 Guideline Documents

17.2 Presentation of Papers

18. Access to Information by Board

18.2 Board attendance by Company officers

18.3 Board access to senior management

18.4 Senior management access to the Board

19. Independent professional advice

20. Board Evaluation

20.1 Board Review

20.2 Board Review Criteria

21. Individual director appraisal

22. Appraisal of Executive Directors

23. Indemnification of directors

23.1 Indemnification of Directors

23.2 Deed of Indemnity

24. Directors & Officers Insurance

24.1 D&O Insurance Premium

24.2 Run-off cover

25. Retirement of directors

26. Share Dealings and Share Plans

26.1 Dealing in NuSep shares

27. Public Announcements

27.1 Press Releases

27.2 Media Contacts

REMUNERATION COMMITTEE CHARTER

MEMPHASYS LIMITED. Governance Information 2012

ENDS