19 3 Board Composition The Board currently consists of eight non-executive and two executive Directors. Of the eight Non-Executive Directors, a majority (six) are independent. Details of the background, particular qualifications, expertise and period of service of each Director are set out in the Board of Directors section of this Annual Report. The Nomination Committee is responsible for reviewing and making recommendations to the Board on its membership, including recommendations on the size and composition of the Board, the appointment and re-election of Directors and, where necessary, proposing candidates for consideration by the Board. The Nomination Committee must have regard to the factors set out in the Nomination Committee Charter, including that the Board should comprise Directors with a broad range of skills, expertise and experience from a diverse range of backgrounds in accordance with the Diversity Policy. The Company aims to maintain a Board that comprises Directors with a broad range of competencies, skills, expertise and experience (in particular in business and the private health sector) who are able to effectively understand and manage the issues arising in the Company’s business, review and challenge the performance of management and optimise the Company’s performance. To this end, the Nomination Committee periodically assesses the appropriate mix of competencies, skills, experience and expertise required by the Board, and assesses the extent to which the required skills and experience are represented on the Board, by reference to the following matrix: Sectors / Activities Geographic areas Health Care Australia Partnerships (joint ventures, public/private partnerships) Asia Operations and facilities maintenance Europe Specific skills / Experience Senior leadership role(s), eg CEO/GM Human Relations/People Strategy Project Management Finance Governance Technology/IT Risk Management Marketing/Communications Workplace, Health, Safety and Environment Public Policy and Government Relations Legal International/Cross border experience The above matrix was recently used by the Board in appointing Ms Akopiantz and Ms Seale as Non-Executive Directors in April 2015. When considering the most suitable candidates, a review of the matrix revealed that the Board had significant expertise and experience in health care, risk management, technology/IT, workplace health and safety and the environment. However, it also highlighted that the Board would be enhanced by appointing Directors with skills and experience in, among other things, marketing/ communications and human relations. Ms Akopiantz and Ms Seale bring these skills in addition to augmenting a number of skills already on the Board – e.g., business, technology/IT, risk management and governance experience in large publicly listed companies. The Nomination Committee’s current membership is set out earlier in this Statement and the independence of the members is discussed below. Details of Nomination Committee meetings and attendance by each Committee member are also contained earlier in this Statement. In light of the Company’s business continuing to expand across geographical boundaries, the newly appointed Board members also bring with them international experience. The Company will continue to be cognisant of the need for international experience in considering future Board appointments.
2015 Ramsay Health Care Limited Annual Report
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