Annual Report 2022 15 Executive remuneration Executive pay and reward consists of base pay, short-term performance incentives, long-term performance incentives and other remuneration such as superannuation. Superannuation contributions are paid into the executive’s nominated superannuation fund. Base Pay Executives are offered a competitive level of base pay which comprises the fixed (unrisked) component of their pay and rewards. Base pay for senior executives is reviewed annually to ensure market competitiveness. There are no guaranteed base pay increases included in any senior executives’ contracts. Base pay was increased during the year. Short-term and long-term incentives The Company currently operates an Executive Share Option Plan (“ESOP”) which has been approved by shareholders in the 2016 Annual General Meeting. Performance based Remuneration The purpose of a performance bonus is to reward individual performance in line with company objectives. Consequently, performance based remuneration is paid to an individual where the individual’s performance clearly contributes to a successful outcome for the consolidated entity. This is regularly measured in respect of performance against key performance indicators (KPI’s). The Company uses a variety of KPIs to determine achievement, depending on the role of the executive being assessed. These include: • Successful contract negotiations; • Company share price consistently reaching a targeted rate on the ASX or applicable market over a period of time; • Company undertaking clinical trials in their primary drug Veyonda® within specified time frame. Securities Trading Policy The trading of Company’s securities by employees and Directors is subject to, and conditional upon, the Securities Trading Policy which is available on the Company’s website (www.noxopharm.com). If remuneration consultants are to be engaged to provide remuneration recommendations as defined under section 9B of the Corporations Act 2001, then they are engaged by, and report directly to, the remuneration committee. No remuneration consultants were engaged to provide remuneration services during the financial year. Remuneration Policy vs Financial Performance The Company’s policy is to remunerate based on industry practice and benchmark industry salaries rather than performance as this takes into account the risk and liabilities assumed by directors and executives as a result of their involvement in an R&D Biotech company. Directors and executives are fairly compensated for the extensive work they undertake. Voting and comments made at the company’s 2021 Annual General Meeting (‘AGM’) At the 2021 AGM, more than 75% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2021. The company did not receive any specific feedback at the AGM regarding its remuneration practices. Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables. The key management personnel of the consolidated entity consisted of the following directors and executives of Noxopharm Limited: • Mr. Frederic Bart - Non Executive Chairman • Dr. Graham Kelly - Non Executive Director (resigned executive positions and appointed Non Executive Director 1 February 2022) • Mr. Peter Marks - Non Executive Director and Deputy Chairman • Mr. Boris Patkin - Non Executive Director • Dr. Gisela Mautner - Chief Executive Officer and Managing Director (appointed 1 February 2022)
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