cujo, page-12

NED’s are aging professional directors who are not at the coal face of R & D.

Why does VCR require two Company Secretaries?

From 2008 Annual Report

Independent non-executive Chairman
John Ward
BSc FAICD FAIM FAM IFCILT

Age 62

Independent non-executive Chairman from 3 April 2008. Independent non-executive Director since August 2001 and member of the Nominations Committee. Chairman of the Audit, Risk and Compliance Committee until 3 April 2008 and Chairman of the Remuneration and Nominations Committees since that date.

John is a professional Company Director and management consultant. He was formerly Managing Director and Chief Executive of Qantas Airways Limited. This culminated a 25 year career with the airline in a variety of corporate and line management roles covering Australia, Asia, Europe and North America. Subsequent to that, he spent seven years at News Corporation where his focus was primarily on the development and commercialisation of convergence opportunities in media, technology and communications.

John is currently Chairman of Wolseley Private Equity, a Director of Adelaide Airport Limited and Brisbane Airport Holdings Limited. He is an Honorary Life Governor of the Research Foundation of Information Technology. His other positions during the past three years were as Chairman of Transonic Travel Limited and Director of Tourism NSW.

Non-executive Director
William Curran BSci MBA FAICD

Age 59

Appointed non-executive director from 2 May 2007, William is the Chairman of the Audit, Risk and Compliance Committee and a member of the Nominations Committee. William is a New York based company director with extensive experience in the medical device industry, including a successful career with Philips from 1976 until 2004, involving a mix of functional and senior general management experience. His ten years at Philips Medical Systems included positions of Chief Operating Officer and Chief Financial Officer, and while at Philips Electronics North America, he was President and Chief Executive Officer and Chief Financial Officer.

William is presently Chairman of Resonant Medical, a company specializing in three dimensional ultrasound image guided adaptive radiotherapy products. He is a Director of 3D Systems Corporation, a leading provider of 3-D modelling and rapid prototyping manufacturing solutions. William was formerly director of the listed companies: FEI Company; MedQuist, and Navigation Technologies.

Non-executive Director
Jeffrey Goodman BS Accting

Age 60

Appointed non executive director from 15 August 2007, Jeffrey is a member of the Nominations and Remuneration Committee. Jeffrey is a US-based Australian executive with extensive experience in the global medical device industry, who until January 2008 was Executive Vice President and President International of Boston Scientific Corporation which he joined in 1999 after 25 years with Baxter International Inc, starting in Australia. With Baxter, Jeffrey started as an Area Manager in Sydney then advanced to become the Director of Australia and New Zealand before being transferred to the United States as President, Biotech North America. He is also currently a Director of Lionbridge Technologies Inc which operates in over 40 locations in 26 countries with over 4,600 staff and CathRx Ltd, an Australian medical device company.

Non-executive Director
Ross Harricks BSc BMech Eng MBA (INSEAD)

Age 64

Independent non-executive Director since November 2004 and member of the Nominations and Remuneration Committees. Ross has extensive international medical device experience. He was founder and CEO of AtCor Medical Pty Ltd, an Australian Cardiovascular medical device company active in the USA and Europe. Ross was a director of Resmed for five years until 1995. Prior to this, he was Group Marketing Executive with the Nucleus Group responsible for international markets and based in the USA from 1985. There were no other directorships which were held over the past three years other than those indicated above.
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Non-executive Directors
Elizabeth Nosworthy AO BA LLB LLM LLD (Hon) FAICD

Age 62

Independent non-executive Director since July 2002 and member of the Audit, Risk and Compliance and Nominations Committees. Elizabeth is a lawyer and a former partner of national legal firm, Freehills. She had more than 20 years experience as a commercial lawyer before she left the law in 1995 to follow a career as a full time non executive director. Elizabeth has held a number of Directorships in both the private and the public sectors. She is currently Chairman of the Queensland Water Commission, Commander Communications Ltd and Babcock and Brown Ltd and an Adjunct Professor of Law at the University of Queensland.

Other directorships during the past three years are Director of GPT Group until August 2008, Chairman of Stanwell
Corporation Ltd and Council Member of the National Gallery of Australia. Her previous appointments also include Directorships of Telstra Corporation Ltd, Australian National Industries Ltd, Port of Brisbane Corporation, Australia TradeCoast, Brisbane Airport Corporation Limited, Queensland Treasury Corporation, David Jones Limited and Prime Infrastructure Management Ltd.

She is an ex-Chairman of the Qld Biotechnology Advisory Council and ex-Deputy-Chairman of the Clean Coal Technology Board and was a member of the National Competition Council for five years.

Elizabeth is the winner of the AICD (Qld Division) 2001 Gold Medal Award for Outstanding Director.

Executive Directors – Managing Director and CEO
Peter Crosby BE (Elec) MengSci FAICD

Age 55

Appointed Chief Executive Officer from 1 July 2006, and Managing Director from 1 August 2006, and a member of the Nominations Committee. Peter was COO of Ventracor Limited until his appointment as CEO and has been President of Ventracor Inc since January 2005.

Peter has more than 25 years’ experience in bringing medical devices to the global market. He is a dual citizen of Australia and the USA, and has served on several public and private company Boards. Prior to joining Ventracor, he served as CEO of four medical device companies in three countries.

Until mid 2004, he was President and CEO of Ischemia Technologies, a US-based company, which developed a new diagnostic test for cardiac ischemia. From early 1996, he was the president and CEO of Seattle based NeoVision Corporation, a development stage medical device company working in the diagnosis of breast cancer, which was sold in 1997 to US Surgical Corp.

Until 1995, he held leadership positions at Telectronics Pacing Systems, an Australian company which was a pioneer in the development and commercialization of cardiac pacemakers and implantable defibrillators, which was sold to St Jude Medical in 1995. Prior to that he was CEO of Ausonics Limited in Sydney, and was one of the founding team of Cochlear from 1981. He is an inventor on 18 Issued US patents in the field of medical devices and diagnostics and has authored numerous papers on biomedical engineering topics. He holds a Bachelor of Science in Electrical Engineering and a Master of Engineering Science from the University of Melbourne.


COMPANY SECRETARY

The position of Company Secretary is held jointly by Graeme Fallet CA, BBus (Accounting) and Camilla Newcombe BA, LLB, LLM.

Mr Fallet is a Chartered Accountant who is experienced in governance, financial and treasury compliance and risk management. Prior to joining the company he was Chief Financial Officer of the ASX listed company, Gasnet Limited.

Ms Newcombe is a corporate solicitor who is experienced in governance, legal compliance and medical devices. Prior to joining the Company, she held the position of Legal Counsel with listed medical device manufacturer Cochlear Limited, following several years experience in private practice, primarily with Mallesons Stephen Jaques.