Announcement PDF Appendix 4G – Corporate Governance Statement Melbourne, Australia; 21 August 2015: Starpharma Holdings Ltd (ASX: SPL, OTCQX: SPHRY) today released its Appendix 4G – Key to Disclosures Corporate Governance Council Principles and Recommendations, in accordance with ASX Listing Rules 4.7.3 and 4.10.3. Starpharma Holdings Limited (ASX:SPL, OTCQX:SPHRY), located in Melbourne Australia, is an ASX 300 company and is a world leader in the development of dendrimer products for pharmaceutical, life science and other applications. Starpharma’s underlying technology is built around dendrimers – a type of synthetic nanoscale polymer that is highly regular in size and structure and well suited to pharmaceutical and medical uses. Starpharma has three core development programs: VivaGel® portfolio, DEP™ drug delivery, and agrochemicals with the Company developing a number of products internally and others via commercial partnerships. Starpharma’s lead products are based on VivaGel® (SPL7013, astodrimer sodium), a proprietary dendrimer which is a potent microbicidal agent. VivaGel® formulated as a water based gel and delivered vaginally is under clinical development for the management and prevention of bacterial vaginosis (BV). Starpharma has also signed separate licence agreements with Ansell Limited (ASX:ANN) and Okamoto Industries. Inc., (TSE: JP3192800005) to market a value-added, VivaGel® condom. The VivaGel® condom is available for purchase in Australia under Ansell’s Lifestyles® Dual ProtectTM brand. Ansell manufactures and sells leading condom brands worldwide, including LifeStyles®, ZERO® and SKYN®. Okamoto is the market leader for condoms sold in Japan, which is the world’s second largest condom market. In the wider pharmaceutical and life science fields, Starpharma has both partnered and internal programs in Drug Delivery. Drug Delivery partners include GSK, Lilly and AstraZeneca. A number of dendrimer-enhanced, or DEP™ versions of existing drugs are under development. The most advanced of these is DEP™ docetaxel, a dendrimer-enhanced version of docetaxel (Taxotere®), which is in clinical development. In preclinical studies DEP™ docetaxel has shown significant tumour-targeting and superior anti-cancer effects across a range of important cancer types including breast, prostate, lung and ovarian tumour, when compared to Taxotere® (docetaxel). In agrochemicals Starpharma has a series of partnerships with leading industry players including global leader Adama (formerly Makhteshim Agan) as well as internal programs including an enhanced version of glyphosate (the active ingredient in Roundup®). Media: Buchan Consulting Rebecca Wilson Mob: +61 417 382 391 rwilson@buchanwe.com.au Gabriella Hold +61 3 9866 4722 ghold@buchanwe.com.au Starpharma: Dr Jackie Fairley, Chief Executive Officer Nigel Baade, CFO and Company Secretary +61 3 8532 2704 investor.relations@starpharma.com www.starpharma.com Forward Looking Statements This document contains certain forward-looking statements, relating to Starpharma’s business, which can be identified by the use of forward-looking terminology such as “promising”, “plans”, “anticipated”, “will”, “project”, “believe”, “forecast”, “expected”, “estimated”, “targeting”, “aiming”, “set to”, “potential”, “seeking to”, “goal”, “could provide”, “intends”, “is being developed”, “could be”, “on track”, or similar expressions, or by express or implied discussions regarding potential filings or marketing approvals, or potential future sales of product candidates. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no assurance that any existing or future regulatory filings will satisfy the FDA’s and other authorities’ requirements regarding any one or more product candidates nor can there be any assurance that such product candidates will be approved by any authorities for sale in any market or that they will reach any particular level of sales. In particular, management’s expectations regarding the approval and commercialization of the product candidates could be affected by, among other things, unexpected trial results, including additional analysis of existing data, and new data; unexpected regulatory actions or delays, or government regulation generally; our ability to obtain or maintain patent or other proprietary intellectual property protection; competition in general; government, industry, and general public pricing pressures; and additional factors that involve significant risks and uncertainties about our products, product candidates, financial results and business prospects. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. Starpharma is providing this information as of the date of this document and does not assume any obligation to update any forward-looking statements contained in this document as a result of new information, future events or developments or otherwise. Page 2 of 2 Rules 4.7.3 and 4.10.3 1 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity: STARPHARMA HOLDINGS LIMITED ABN / ARBN: Financial year ended: 20 078 532 180 30 June 2015 Our corporate governance statement 2 for the above period above can be found at: 3 ☒ These pages of our annual report: ☐ This URL on our website: 36 - 40 The Corporate Governance Statement is accurate and up to date as at 21 August 2015 and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located. Date: 21 August 2015 Name of Director or Secretary authorising lodgement: Nigel Baade 1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3. 2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period. 3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. Page 1 ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … 1.1 … the fact that we follow this recommendation: A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. ☒ in our Corporate Governance Statement … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☒ 1.2 1.3 1.4 in our Board Charter at http://www.starpharma.com/corporate_governance A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. … the fact that we follow this recommendation: A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. … the fact that we follow this recommendation: The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement ☒ in our Corporate Governance Statement ☒ in our Corporate Governance Statement Page 2 Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … 1.5 … the fact that we have a diversity policy that complies with paragraph (a): 1.6 1.7 A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. ☒ in our Corporate Governance Statement … and a copy of our diversity policy or a summary of it: ☒ at http://www.starpharma.com/corporate_governance … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☒ in our Corporate Governance Statement … and the information referred to in paragraphs (c)(1) or (2): ☒ in our Corporate Governance Statement A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. … the evaluation process referred to in paragraph (a): A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. … the evaluation process referred to in paragraph (a): ☒ in our Corporate Governance Statement … and the information referred to in paragraph (b): ☒ in our Corporate Governance Statement ☒ in our Corporate Governance Statement … and the information referred to in paragraph (b): ☒ in our Corporate Governance Statement Page 3 Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … 2.1 If the entity complies with paragraph (a): … the fact that we have a nomination committee that complies with paragraphs (1) and (2): 2.2 2.3 2.4 The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or ☒ in our Corporate Governance Statement … and a copy of the charter of the committee: ☒ at http://www.starpharma.com/corporate_governance … and the information referred to in paragraphs (4) and (5): ☒ in our Corporate Governance Statement (paragraph 4) AND ☒ at page 17 of the Annual Report (paragraph 5) (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. Not applicable A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. … our board skills matrix: A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. … the names of the directors considered by the board to be independent directors: A majority of the board of a listed entity should be independent directors. … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement ☒ in our Corporate Governance Statement AND ☒ at pages 13 and 14 of the Annual Report … and, where applicable, the information referred to in paragraph (b): ☒ in our Corporate Governance Statement … and the length of service of each director: ☒ at pages 13 and 14 of the Annual Report ☒ in our Corporate Governance Statement 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement Page 4 Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … 2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. … the fact that we follow this recommendation: A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it. … our code of conduct or a summary of it: The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or If the entity complies with paragraph (a): … the fact that we have an audit committee that complies with paragraphs (1) and (2): 3.1 4.1 4.2 ☒ in our Corporate Governance Statement ☒ in our Corporate Governance Statement AND ☒ at http://www.starpharma.com/corporate_governance ☒ in our Corporate Governance Statement … and a copy of the charter of the committee: ☒ at http://www.starpharma.com/corporate_governance … and the information referred to in paragraphs (4) and (5): ☒ in our Corporate Governance Statement AND ☒ at pages 13 and 14 of the Annual Report (paragraph 4) ☒ at page 17 of the Annual Report (paragraph 5) (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. Not applicable The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement Page 5 Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. … the fact that we follow this recommendation: A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. … our continuous disclosure compliance policy or a summary of it: 5.1 6.1 A listed entity should provide information about itself and its governance to investors via its website. ☒ in our Corporate Governance Statement ☒ in our Corporate Governance Statement AND ☒ at http://www.starpharma.com/corporate_governance … information about us and our governance on our website: ☒ at http://www.starpharma.com AND ☒ at http://www.starpharma.com/corporate_governance 6.2 6.3 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. … our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒ in our Corporate Governance Statement AND ☒ in our Continuous Disclosure and Shareholder Communication Policy at http://www.starpharma.com/corporate_governance 6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement Page 6 Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … 7.1 If the entity complies with paragraph (a): … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): 7.2 7.3 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or ☒ in our Corporate Governance Statement … and a copy of the charter of the committee: ☒ at http://www.starpharma.com/corporate_governance … and the information referred to in paragraphs (4) and (5): ☒ in our Corporate Governance Statement (paragraph 4); AND ☒ at page 17 of the Annual Report (paragraph 5); (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. Not applicable The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place. … the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or Not applicable (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. If the entity complies with paragraph (b): … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☒ in our Corporate Governance Statement … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒ in our Corporate Governance Statement ☒ in our Corporate Governance Statement Page 7 Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. … whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or If the entity complies with paragraph (a): … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): 8.1 8.2 8.3 ☒ in our Corporate Governance Statement ☒ in our Corporate Governance Statement … and a copy of the charter of the committee: ☒ at http://www.starpharma.com/corporate_governance … and the information referred to in paragraphs (4) and (5): ☒ in our Corporate Governance Statement (paragraph 4); AND ☒ at page 17 of the Annual Report (paragraph 5). (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. Not applicable A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. … separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. … our policy on this issue or a summary of it: ☒ in our Corporate Governance Statement ☒ in our Corporate Governance Statement AND ☒ in our Securities Dealing Policy at http://www.starpharma.com/corporate_governance Page 8