Page 19

2015 Ramsay Health Care Limited Annual Report

17 2 Governance Framework: The Board and its Standing Committees The governance framework in place ensures accountability, both of the Board and senior management, to the Company and its shareholders. The diagram below summarises the Company’s governance framework, including the functions reserved for the Board and those carried out by the four standing Board Committees. BOARD Formally delegates certain functions to Board Committees and to management via formal Board and Committee charters. Directly retains responsibility for a range of matters including: • overseeing the Company's strategic direction • monitoring the performance of the Managing Director and approving senior management remuneration policies • reporting to shareholders • monitoring the effectiveness of and compliance with policies governing the operation of the Company • monitoring strategic risk management systems and the integrity of internal control and reporting systems • reviewing and approving the annual operating budget • determining dividend policy and approving dividends • approving decisions concerning the capital management of the Company; and • the appointment of the Managing Director and succession planning. DELEGATION ACCOUNTABILITY Audit Committee Key functions: Overseeing and reviewing: • the financial reporting process • the existence and maintenance of internal controls and accounting systems • the scope and effectiveness of the external audit • the appointment, performance and remuneration of external auditors Risk Management Committee Key functions: Overseeing, reviewing and/or approving: • the risk management, internal compliance and control policies and procedures • the design and implementation of risk management and internal control systems to manage the Company's material business risks Remuneration Committee Key functions: Reviewing and making recommendations on: • Executive Remuneration and Incentive Policy • level of remuneration for Non-Executive Directors • Managing Director and other senior executive remuneration packages • design of all equity-based plans Nomination Committee Key functions: Reviewing and making recommendations on: • Board size and composition • criteria for Board membership • appointment, re-election and succession DELEGATION ACCOUNTABILITY DELEGATION ACCOUNTABILITY Managing Director, Group Finance Director and other Senior Executives


2015 Ramsay Health Care Limited Annual Report
To see the actual publication please follow the link above