CORPORATE GOVERNANCE CON T I NU E D PRINCIPLE 2. STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE The Board has not considered it necessary or value-adding to establish a separate Nomination Committee (Recommendation 2.1). The selection, appointment and retirement of directors is considered by the full Board, within the framework of the skills matrix described below. The Board may also engage an external consultant where appropriate to identify and assess suitable candidates who meet the Board’s specifications. The composition of the board is discussed regularly and each director may propose changes for discussion. In accordance with Recommendation 2.2, the Company has a skills matrix setting out the mix of skills that the Board is looking to achieve in its membership. The matrix is summarised in the table below. Skill Requirements Overview Professional Director Skills Risk & Compliance Identify key risks to the organisation related to each key area of operations. Ability to monitor risk and compliance and knowledge of legal and regulatory requirements. Financial & Audit Experience in accounting and finance to analyze statements, assess financial viability, contribute to financial planning, oversee budgets and oversee funding arrangements. Strategy Ability to identify and critically assess strategic opportunities and threats to the organization. Develop strategies in context to our policies and business objectives. Policy Development Ability to identify key issues for the organisation and develop appropriate policy parameters within which the organization should operate. Executive Management Experience in evaluating performance of senior management, and oversee strategic human capital planning. Previous Board Experience The board's directors should have director experience and have completed formal training in governance and risk. Industry Specific Skills Pharmaceutical product development Experience in and/or understanding of the issues in clinical development, interactions with international regulators and/or CMC development. International pharmaceutical commercialisation Experience in and/or understanding of the issues in entering international pharmaceutical markets, including pricing, distribution and exclusivity. Pharmaceutical partnering Experience in and/or understanding of the issues in partnering transactions and/or relevant contacts in international pharma companies. Risk capital management Experience in raising funding from equity markets and/or relevant contacts in relevant funds and/or investment banks. Intellectual property Understanding of the importance and value of market exclusivity and the various ways of protecting it across different jurisdictions, including patents and data exclusivity. Interpersonal Skills Leadership Make decisions and take necessary actions in the best interest of the organisation, and represent the organisation favourably. Analyse issues and contribute at board level to solutions. Recognise the role of the board versus the role of management. Ethics and Integrity Understand role as director and continue to self educate on legal responsibility, ability to maintain board confidentiality, declare any conflicts. Contribution Ability to constructively contribute to board discussions and communicate effectively with management and other directors. Crisis Management Ability to constructively manage crises, provide leadership around solutions and contribute to communications strategy with stakeholders. Neuren Pharmaceuticals Limited Annual Repor t 2022 21
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