Role of the Board
The Board is responsible for, and has authority to determine, all matters relating to the policies, practices, management and operations of Mesoblast Group. The responsibilities of the Board include:
- providing strategic guidance to Mesoblast Group including contributing to the development of and approving the corporate strategy;
- reviewing and approving business plans, the annual budget and financial plans including available resources and major capital expenditure initiatives;
- overseeing and monitoring:
- organizational performance and the achievement of Mesoblast Group’s strategic goals and objectives;
- compliance with Mesoblast Group’s Code of conduct;
- progress in relation to Mesoblast Group’s diversity objectives and compliance with its diversity policy; and
- progress of major capital expenditures and other significant corporate projects including any acquisitions or divestments;
- monitoring financial performance including approval of the annual and half-year financial reports and liaison with the Company’s auditors;
- appointment, performance assessment and, if necessary, removal of the Chief Executive Officer (CEO);
- ratifying the appointment and/or removal and contributing to the performance assessment for the members of the senior management team including the Chief Financial Officer (CFO) and the Company Secretary;
- ensuring there are effective management processes in place and approving major corporate initiatives;
- enhancing and protecting the reputation of the organization;
- overseeing the operation of Mesoblast Group’s system for compliance and risk management reporting to shareholders;
- and ensuring appropriate resources are available to senior management.
Day to day management of Mesoblast Group’s operations and the implementation of the corporate strategy and policy initiatives are delegated by the Board to the Chief Executive Officer and other senior executives.
Board composition
| Board of Composition | Position | Bio |
| Jane Bell | Chair | click here |
| Silviu Itescu | Executive Director | click here |
| William M. Burns | Deputy Chair | click here |
| Joseph R. Swedish | Non-Executive Director | click here |
| Eric Rose | Executive Director | click here |
| Philip J. Facchina | Non-Executive Director | click here |
| Philip Krause | Non-Executive Director | click here |
Directors are appointed to the Board based on the specific governance skills required by Mesoblast Group and on the independence of their decision making and judgment. The skills, experience and expertise relevant to the position of director held by each Director in office at the date of the annual report is included in the Director’s Report.
Board Diversity Matrix under Nasdaq Rules
As a company listed on ASX, we report in our Corporate Governance Statement on the diversity of our Board with reference to Recommendation 1.5 of the ASX Corporate Governance Council Principles and Recommendations, which focuses mainly on gender diversity at Board level.
As a company listed on Nasdaq, applicable listing rules require us to disclose certain information regarding the diversity of our Directors in a prescribed format. The matrix below discloses the information required by Nasdaq Listing Rule 5606 to the extent permitted by applicable law.
Board Diversity Matrix as of 23 December 2022
| Country of Principal Executive Offices | Australia |
| Foreign Private Issuer | Yes |
| Disclosure Prohibited under Home Country Law | No |
| Total Number of Directors | 8 |
| Female | Male | Non-Binary | Did Not Disclose Gender | |
| Part I: Gender Identity | ||||
| Directors | 1 | 3 | 0 | 4 |
| Part II: Demographic Background | ||||
|
Underrepresented Individual in Home Country Jurisdiction |
1 | |||
| LGBTQI+ | 0 | |||
|
Did Not Disclose Demographic Background |
7 |
Charter
The Board operates in accordance with the broad principles set out in its charter. The charter sets out the Board’s composition and responsibilities.
Click here for a summary of the Board’s Charter
Director independence
The Board considers that an independent Director is a non‐executive Director who:
- is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
- within the last three years has not been employed in an executive capacity by Mesoblast Group, or been a Director after ceasing to hold any such employment;
- is not a material supplier to Mesoblast Group, or an officer of or otherwise associated directly or indirectly with, a material supplier;
- has no material contractual relationship with Mesoblast Group other than as a Director of Mesoblast Group; and
- is independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgment.
In the context of Director independence, materiality is considered from both Mesoblast Group’s and an individual Director’s perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An amount is presumed to be quantitatively material if it is greater than 5% of Mesoblast Group’s gross revenue or expenditure (whichever is the greater). In addition, a transaction of any amount or a relationship is deemed material if knowledge of it may impact shareholders’ understanding of the Director’s performance.
The Board assesses independence each year. To enable this process, the Directors must provide all information that may be relevant to the assessment.
Independent professional advice
In order to facilitate Director independence, there are procedures in place to enable Directors, in furtherance of their duties, to seek independent professional advice at Mesoblast Group’s expense (subject to approval by the Board).
Independent Chairman
The Chairman is responsible for leading the Board, ensuring Directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board’s relationship with Mesoblast Group’s senior executives. In accepting the position, the Chairman has acknowledged that it will require a significant time commitment and has confirmed that other positions held will not hinder their effective performance in the role of chairman. The Chairman is an independent Director.
Role of the Chairman and CEO
The role of CEO for Mesoblast Group is not held by the Chairman, which is in accordance with the ASXCGPR recommendations. The CEO is responsible for implementing company strategies and policies as approved by the Board.
Term of office
The Company’s constitution specifies that no Director, except the Managing Director, may hold office for a period in excess of 3 years, or beyond the third annual general meeting following the Director’s election, whichever is the longer, without submitting himself or herself for re‐election.
Additionally, at every annual general meeting one‐third of the previously elected Directors, and if their number is not a multiple of three, then the number nearest to, but not exceeding one third, must retire from office and are eligible for re‐election.
Commitment
Non‐executive Directors are expected to prepare for and attend Board and committee meetings and associated activities.
The commitments of non‐executive Directors are considered by the Nomination and Remuneration Committee prior to the Directors’ appointment to the Board of the company and are reviewed each year as part of the annual performance assessment.
Prior to appointment or being submitted for re‐election, each non‐executive Director is required to specifically acknowledge that they have and will continue to have the time available to discharge their responsibilities to the company.
Board appointments
Directors receive a formal letter of appointment setting out the key terms, conditions and expectations of their appointment.
Induction
The induction provided to new Directors and senior executives enables them to actively participate in Board decision‐making as soon as possible. The induction includes being presented with key strategic, financial and relevant operational documents, and the facilitation of meetings with existing Directors and senior executives to ensure all relevant and material information is explained thoroughly. The induction also includes an explanation of the existing human resources structure of Mesoblast Group, and roles and responsibilities of key senior executives are explained.
Access to information
The Board is given board papers, prepared by senior management, for every Board meeting held. These papers include, but are not limited to, a CEO update, an operational update, financial reporting package, investor relations update, and other topical strategic documents relevant to Mesoblast Group’s operations and performance.
Directors are entitled to request any additional information from management where they consider such information necessary to make informed decisions.