Mayne Pharma : 2021 Corporate Governance Statement and Appendix 4G

19 October 2020

Manager, Company Announcements

ASX Limited

Level 4

20 Bridge Street

SYDNEY NSW 2000

Via E-Lodgement

2021 Corporate Governance Statement

In accordance with the Listing Rules, attached for release to the market is the Mayne Pharma 2021 Corporate Governance Statement and accompanying Appendix 4G

This announcement is authorised by the Board.

Yours faithfully

Laura Loftus

Company Secretary

For further information, please contact

Lisa Pendlebury

VP Investor Relations & Communications

Phone: [phone]

Email: [e-mail]

2021 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"). The Board guides and monitors the business and affairs of the Company on behalf of its shareholders. The Board requires the Company to maintain 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 4th Edition of the ASX Principles.

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

• Corporate Governance Statement;
• Anti-Briberyand Anti-Corruption Policy;
• Audit and Risk Committee Charter;
• Board Charter;
• Business Code of Conduct;
• Diversity Policy;
• Market Disclosure Policy;
• Misconduct and Whistleblowing Policy;
• Modern Slavery Report;
• Nomination Committee Charter;
• Remuneration and People Committee Charter;
• Science, Technology and Medical Committee Charter;
• Securities Trading Policy;
• Supplier Code of Conduct; and
• Equal Opportunity 2019-2020 Report.

The Company will continue to update its policies and practices to reflect developing corporate governance requirements and practices.

1. The Board of Directors

1. The Board's duties
   The role of the Board is to oversee and guide the management of the Company 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. 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 Board is responsible for setting the strategic direction and objectives of the Company, establishing goals for management and monitoring the achievement of those goals. The Chief Executive Officer is responsible to the Board for the day to day management of the Group. The Board ensures that the Chief Executive Officer is appropriately qualified and experienced to discharge their responsibilities and has procedures in place to assess the performance of the Chief Executive Officer.
   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 Charter was last reviewed in June 2020. The Board Charter is posted on the corporate governance section of the Company's website.
   The Board also appoints the Company Secretary. The Company Secretary is responsible for coordination of all Board business including agendas, Board Papers and minutes; advising the Board and committees on governance matters and helping to facilitate and organise the induction and professional development of Directors.
2. Code of Conduct
   Directors of the Company are subject to the Company's Business Code of Conduct (see further discussion below in the Conduct and Ethics section). The Business 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.

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1.3 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 a majority of independent non-executive directors;
• the Board should comprise directors with an appropriate range of skills, experience and expertise;
• the Chair should be an independent non-executive director; 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.

The Board currently comprises seven Directors. There are six Non-Executive Directors and one Executive Director. Details of the Directors are included on the 'About Us' section of the Company's website.

Non-Executive Director	Period in office as at 8 October 2021
Mr Condella	3 years and 4 months
Mr Scholes	13 years and 11 months
Professor Robinson	7 years and 1 months
Ms Dolan	5 years
Mr Blake	3 years and 3 months
Dr Myers	0 years (commenced 4 October 2021)
Average NED tenure	5 years and 6 months

The Board seeks to maintain an appropriate mix of skills and diversity in the membership of the Board. This includes diversity of skills, experience, location, gender and background in the pharmaceutical industry, international business, finance, accounting and management.

Gender diversity	Location					Tenure
2									1
					3											3
										4
5									3
		Female		Male			US		Australia			0-4 years			4-10 years		10+ years

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.

		BOARD
BOARD SKILLS MATRIX		REPRESENTATION
General Experience
Managing and Leading	Success in business at a senior level in a successful career.	7
Global Experience	Senior executive or equivalent exposure to a range of political,	7
	cultural, regulatory and business environments.
Business / Commercial	Senior executive or equivalent experience in business/commerce in	7
	a large business enterprise
Strategy	Track record of developing and implementing successful strategies.	7
Governance	Commitment to high standards of governance, including experience	7
	with a large business enterprise which is subject to rigorous
	governance standards.

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		BOARD
BOARD SKILLS MATRIX		REPRESENTATION
Specialist Experience
Industry-specific knowledge	Senior executive experience in a large biopharmaceutical,	5
	pharmaceutical or medical organisation.
Finance/Legal/Risk	Board audit/risk management membership or senior executive or	5
management	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 detailed	6
	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	6
	outlays and long-term investment horizons.
Health, Safety & Environment	Experience related to workplace health, safety, environment and	6
	social responsibility within a large business enterprise.
Remuneration	Board remuneration committee membership or senior executive or	4
	equivalent experience relating to remuneration, including incentive
	programs.
Government Affairs	Experience in liaising with government and experience with public	5
	and regulatory policy.
R&D/Product Development	Experience in research and development or product development	5
	with a large biopharmaceutical, pharmaceutical or medical
	organisation.
Manufacturing/Quality	Experience in manufacturing or quality operations with a large	5
	biopharmaceutical, pharmaceutical or medical organisation.

Directors are expected to maintain the skills and knowledge required to discharge their duties and obligations. The Board is provided with Board papers, presentations, briefings, and information related to material developments in laws, regulations and industry frameworks that may affect the Mayne Pharma business. Directors are expected to undertake any necessary continuing professional education and training.

1. Independence of Directors
   The Board recognises the important contribution that independent Directors make to good corporate governance. Each Director is required to bring unfettered and independent judgement.
   The Board has reviewed the position and associations of each of the seven Directors in office at the date of this report and considers that five 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, at least annually.
   The Board considers that Mr Condella, Mr Scholes, Mr Blake, Mr Robinson and Ms Dolan meet the independence criteria in ASX Principle 2 and have no material business or contractual relationship with the Company, other than as a Director.
   In considering the independence of the Directors, the Board considered each Director's tenure and concluded that Mr Scholes has not held office for such a period as to interfere with the exercise of independent judgement. In reaching this conclusion, the Board noted that no Director had formed associations with management that might compromise their ability to exercise independent judgement. Mr Richards is employed in an executive capacity and Dr Myers was nominated by a substantial shareholder of Mayne Pharma and therefore they are 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.
2. 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.

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1. Nomination and Appointment of New Directors
   Recommendations of candidates for new directors are made by the Nomination 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, including appropriate checks 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 Nomination 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 are 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 Directors to familiarise them with the business, history, culture, key risks, Board practises and procedures. This includes meetings with senior executives, site visits, provision of relevant corporate governance materials and policies and discussions with the Chair and other Directors.
2. 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 eleven times between 1 July 2020 and 30 June 2021.
   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 Chair, Chief Executive Officer, and periodic input from the Board. Comprehensive Board papers are distributed to Directors in advance of scheduled meetings. Due to the COVID-19 pandemic, all Board meetings have been held virtually by videoconference during FY21. Normally, Directors would attend board meetings in person at the Company's head office and manufacturing facility based in Salisbury, South Australia or at the Company's commercial offices in Melbourne, Victoria and Raleigh, North Carolina, USA or at the operating facility in Greenville, North Carolina, USA.
   The Non-Executive Directors also meet regularly without management present.
3. Performance Review
   The Board acknowledges the importance of regularly reviewing its own performance and effectiveness as well as the performance and effectiveness of its Committees and individual Directors.
   The Board conducts an annual assessment of its performance and effectiveness. The performance evaluation involves the Directors completing an anonymous questionnaire/survey with results collated online. This annual assessment also covers the performance and effectiveness of the Board Committees. The Board discusses the outcomes of the survey and areas for improvement. The evaluation may establish goals and objectives for the Board and provide any recommendations for improvement to Board performance. The last Board performance evaluation was completed in August 2020. A Board performance evaluation is expected to be completed by November 2021 following the recent changes to the Board structure.
   Each Director's performance is evaluated annually by the Chair and the Chair invites Directors to evaluate his performance. The individual assessments are expected to be completed by November 2021.
4. 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 Chair.

2. 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;
• Remuneration and People Committee; and
• Science, Technology and Medical Committee.

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

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