Nomination and Remuneration Committee Charter

Scope

In recognition of the size of the company and the number of Board of Directors, the Nomination and Remuneration Committee forms an integral part of the remit of the full Board of Directors. Anagenics therefore does not maintain a separate Nomination and Remuneration Committee. Instead, under this policy, the Board of Directors continue to discharge their duties pursuant to the same principles expected of a proper and separate functioning Committee on remuneration and nomination matters.

Function

To assist in fulfilling its responsibilities relating to:

• assessment, nomination and recruitment of potential board members
• recommendations of the appointment and removal of members of the Board
• review trends and developments in corporate governance practices and regulatory changes, and other areas relevant to the committee’s responsibilities
• review of board succession plans and
• evaluation of the board’s performance.

Meetings

Nomination and Remuneration matters are discussed and resolved as part of meetings regularly held by the Board of Directors.

Responsibilities

When consideration to make changes to the Board’s membership, the directors shall have responsibility for proposing candidates under the following criteria:

1. assessment of the necessary and desirable competencies of Board members
2. diversity and inclusion
3. review of Board succession plans to maintain an appropriate balance of skills, experience and expertise
4. as requested by the Board, evaluation of the Board’s performance and, as appropriate, developing and implementing a plan for identifying, assessing and enhancing Director competencies;
5. recommendations for the appointment and replacement of Directors; and
6. such other matters as the Board may refer to the Committee from time to time.

Potential New Director Selection Process

• Determine the skills and experience appropriate for the appointee having regard to those of the existing directors and any other likely changes to the Board.
• Agree the process for seeking such a person.
• Set a timetable for completion having regard to the date of the AGM and finalisation of the Notice of AGM and whether the person will be appointed prior to the AGM or the person’s nomination will first be put to the AGM.
• The Committee will prepare a short list of candidates after assessing the candidates on the following basis:
  • competencies and qualifications;
  • independence;
  • other directorships;
  • time availability;
  • contribution to the overall balance of the composition of the Board; and
  • depth of understanding of the role and legal obligations of a director.

The Board will meet the preferred candidate(s) and ultimately make an appointment, for ratification by the shareholders, as required under law.