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MESOBLAST LTD filed this Form 20-F on 08/31/2018
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Remuneration Governance

Role of the Board of Directors and the Nomination and Remuneration Committee

The Board is responsible for Mesoblast’s remuneration strategy and approach.  The Board established the Nomination and Remuneration Committee as a committee of the Board.  It is primarily responsible for making recommendations to the Board on:


Board appointments


Non-executive director fees


Executive remuneration framework


Remuneration for executive directors, namely the CEO, and other key executives


Short-term and long-term incentive awards


Share ownership plans

The Nomination and Remuneration Committee’s objective is to ensure remuneration policies are fair and competitive and have regard for industry benchmarks whilst being aligned with the objectives of our company. The Nomination and Remuneration Committee seeks independent advice from remuneration consultants as and when it deems necessary.

Performance Review

The Board conducts periodic performance reviews of the Board and its operations as a whole. A review was conducted during this financial year ended June 30, 2018. This review encompassed feedback on the Chairman and individual NEDs as well as consideration of Board succession planning, diversity and the breadth and sufficiency of skills represented on the Board.

Use of Remuneration Consultants

During the financial year ended June 30, 2018, the Nomination and Remuneration Committee engaged KPMG to provide remuneration advice to assist the Board in decision making, specifically a review of the Remuneration Report to the financial year ended June 30, 2018 and advice in relation to specific changes to be made to Mesoblast’s remuneration framework to apply from FY19 (see “Executive Summary”).

The advice provided by KPMG does not constitute a ‘remuneration recommendation’ as a defined in section 9B of the Corporations Act as it relates to the provision of information and/or advice on the taxation, legal or accounting implications of specific elements of the remuneration framework.

Employment Agreements

The employment of our CEO and CFO are formalized in employment agreements, the key terms of which are as follows:






Notice period


Termination benefit

CEO (Silviu Itescu)


Initial term of 3 years commencing April 1, 2014, and continuing subject to a 12 months’ notice period.


12 months


12 months base salary

CFO (Paul Hodgkinson)(1)


An ongoing employment agreement until notice is given by either party.


6 months


6 months base salary




Paul Hodgkinson resigned effective May 31, 2018 and did not receive any payments outside of the standard entitlement and forfeited all non-vested options upon termination in accordance with the plan rules.


On termination of employment, key management personnel are entitled to receive their statutory entitlements of accrued annual and long service leave, together with any superannuation benefits.


There is no entitlement to a termination payment in the event of resignation or removal for misconduct.



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