Structure the Board to add value
Board members
Details of the members of the Board, their experience, expertise, qualifications are set out on the website under the heading Board and Management. There are five non-executive directors (including the Chairman), two of whom are deemed independent under the principles set out in the Guidelines, and one executive director at the date of signing the directors' report.

Directors' independence
The Board is not comprised of a majority of independent directors as defined by the Corporate Governance Council Guidelines. However, the Board believes that its membership has the right mix of complementary skills, experience and representation for the company and its shareholders.

Term of office
SciGen's Constitution specifies that at least one-third of directors must retire from office at each annual general meeting (AGM). Where eligible, a director may stand for re-election subject to the following limitation imposed by Singapore Companies Act: on attaining the age of 70 years, a director will retire at each AGM and may seek re-election.

Roles of the Chairman and Chief Executive Officer (CEO)
The Chairman is responsible for leading the Board, ensuring that Board activities are organised and efficiently conducted and that directors are properly briefed for meetings. The CEO is responsible for implementing the Group's strategies and policies.

Commitment
The Board held seven meetings during the year ended 30 June 2005. Details of attendance etc are included on page 27 of the Annual Report.

It is the company's practice to allow its executive directors to accept appointments outside the company with prior written approval of the Chairman.

Conflict of interests
Entities connected with Mr Kenneth Gross, Mr Saul A Mashaal and Mr Paul Freiman had business dealings with the company and the Group during the year, as described in note 25 to the financial statements. In accordance with the Board charter, the directors concerned declared their interests in those dealings to the company and took no part in decisions relating to them or the preceding discussions.

Independent professional advice
Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the company's expense. Prior written approval of the Chairman is required, but this will not be unreasonably withheld.

Nomination Committee
Given the early stage of SciGen's development, the company does not have a formally constituted nomination committee and the complete nature of the Board composition currently being reviewed. When new directors are required, the Board will appoint a nomination committee to consider membership.

Scientific Advisory Board
The Group has a pool of expert scientists known collectively as the Scientific Advisory Board (SAB). The Group has access to members of the SAB when in need of expert scientific advice related to the Group's activities. The members of the panel are:-

• Professor Marian Gorecki
  
• Professor Chan Soh Ha
  
• Professor Daniel Shouval
  
• Professor David Handelsman

Performance assessment
It is intended that the Board may undertake an annual self-assessment of its collective performance. The process may be facilitated by an independent third party. In addition, each Board committee may undertake an annual self-assessment on the performance of the committee and achievement of committee objectives.

The Chairman intends when possible to assess annually the performance of individual directors and meet privately with each director to discuss this assessment. The Chairman's performance may be reviewed by the Board.

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