Corporate Governance - Summary of Board Diversity Policy

Summary of Board Diversity Policy

Introduction

Considerable diversity exists throughout the Ramsay Health Care Group, in terms of age, culture and gender. Ramsay Health Care has been assessed as compliant with the Equal Opportunity for Women in the Workplace Act 2010 and received congratulations on a number of progressive employee programmes, including its national wellness framework and keeping older employees in the workplace.

Gender diversity throughout the organisation as a whole is generally exceptional. Women comprise 84% of employees throughout the Group and occupy 75% of senior manager positions. Similarly, 28% of the senior executive positions in the Group, are occupied by women. While there are currently no female directors on the Board, the Board has made a public statement of intent regarding its preference of a woman as the next appointee on the Board (refer to further details below).

Workplace Diversity Guidelines

The Company has in place very comprehensive and well developed Workplace Diversity Guidelines for Employees and diversity criteria in its Recruitment and Selection Guidelines.

Board Diversity Policy

In 25 May 2010 the Ramsay Health Care Board first approved a Board Diversity Policy in early adoption of amendments to the ASX Corporate Governance Principles and Recommendations which will require Boards to approve, monitor and report on diversity at all levels, including at Board level. In June 2011, the Board reviewed and updated its Diversity Policy to include the following statement of intent:

Statement of Intent

Both in regard to Board-level appointments and executive appointments, the Company remains committed to selecting the best person for the role. In selecting new directors, the Company has regard to the skills, experience and perspectives represented on the Board and identifies potential “gaps” based on the current and projected future activities of the Group. The Company has identified the need for a female perspective on the Board given that women represent 84% of Ramsay’s workforce and also a substantial proportion of the Company’s clinicians and patients and therefore intends, all other things being equal, that the next appointee to the Board will preferably be a woman.

The Board Diversity Policy provides for the Board to develop an appointment process for future directors that takes diversity of background into account (in addition to previous board and leadership experience, candidates’ skills and experience in a variety of specified fields) to fit and enhance the Board skills matrix.

In order to promote the specific objective of gender diversity, the Board Diversity Policy requires that the selection process for Board appointments must involve the following steps (including where the Company engages an external recruitment agency to identify and assess candidates):

a short-list identifying potential candidates for the appointment must be compiled and must include at least one female candidate; and
if, at the end of the selection process, a female candidate is not selected, the Board must be satisfied that there are objective reasons to support its determination.

The Board Diversity Policy also covers senior executive appointments and requires the CEO to have reference to the policy in selecting and assessing candidates and in presenting recommendations to the Board regarding appointments to the senior executive team. The Policy requires the Board to also consider gender diversity and the objectives of the policy when considering those recommendations.

In order to facilitate greater gender diversity in management and leadership roles, the Board Diversity Policy requires the Company to:

implement policies which address impediments to gender diversity in the workplace and review their availability and utilisation;
monitor the effectiveness of, and continue to expand on, existing initiatives designed to identify, support and develop talented women with leadership potential; and
continue to identify new ways to entrench diversity as a cultural priority across the organisation.

Diversity Objectives

The Board Diversity Policy further provides that each year the Board will set measurable objectives with a view to progressing towards a balanced representation of women at a Board and senior executive level and that performance against these objectives will be reviewed annually by the Nomination Committee. The most recent measurable objectives are set out in the table below.

Measurable Diversity Objectives – 2010/2011 Achievement Goal		Goal	Update / Achievement Goal
Objective 1:	Flexible Work Practices Policy to be approved by the Board .	June 2011	Policy completed, approved by the Board and distributed in May 2011
Objective 2:	Establish partnership/sponsorship/ membership with an external body promoting a women’s leadership initiative.	June 2011	Ramsay has joined the Diversity Council. Diversity Council resources disseminated to and used by HR team
Objective 3:	The Company to expand the scope of the Ramsay Succession Planning programme to identify high potential female managers and develop specific strategies to enhance the skills and experience of these managers to prepare them to take on senior manager/executive management roles. The Manager People and Culture to report annually to the Nomination Committee on the success of this initiative.	Annually from June 2011	Succession planning process commenced during financial year. A broader 360 degree survey was undertaken for all managers to identify high potential (female) staff and work on their development as required. Objective carried over to 2011/2012. To be reviewed annually
Objective 4:	The Company to implement an internal mentoring programme which aims to increase opportunities for Ramsay female employees in management or professional positions and from the Ramsay Future Leaders programme to have access to senior managers and (for women in senior management) directors.	June 2012	Objective carried over to 2011/2012
Objective 5:	Aim to increase the percentage of women in senior management positions (those positions either in the Ramsay Executive or reporting directly to the Ramsay Executive) as vacancies arise, subject to identification of candidates with appropriate skills.	June 2013	The only vacancies in this area during the financial year were filled by women, namely the Australian Development Manager and the Australian Strategy & Business Development Manager – Mental Health. Goal remains June 2013
Objective 6:	The Board to develop a succession plan with an aim of increasing the representation of women on the Board, subject to identification of candidates with appropriate skills.	June 2013	Note Statement of Intent above. Goal remains June 2013

New Measurable Objectives 2011/2012
Objective 7:	Develop online Diversity (including discrimination, bullying and harassment) training module for all senior managers.	June 2012
Objective 8:	To engage an external consultant to assist identifying potential candidates, including a balance of male and female candidates, for the next Board position.	In the ordinary course of the Board succession process
Objective 9:	To include as one of the criteria of the annual Board performance evaluation the achievement of the objectives of the Diversity Policy.	FY 2012 and ongoing

1 ‘Senior Manager’ positions for the purpose of this statement mean Hospital Managers, Area Managers and Department Managers up to (but not including) Senior Executive level.

2 ‘Senior Executive’ positions are those reporting directly to the Managing Director.