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2015 Ramsay Health Care Limited Annual Report

4 Appointment, Induction and Training An offer of a Board appointment must be made by the Chairman only after having consulted with all Directors and with the approval of the Board as a whole. In accordance with the Company’s Constitution, a Director appointed by the Board holds office until the conclusion of the next AGM, at which he or she will be eligible for election. Prior to appointment, new Directors receive a letter of appointment which sets out the terms of their appointment. Directors are also encouraged to sign a deed of indemnity, access and insurance. The Company has written agreements with each of its Directors, including the Managing Director and the Group Finance Director, setting out the terms of their appointment. The Company updated its written agreements with all Directors in April 2015. The Nomination Committee ensures that: • appropriate background checks are carried out prior to the Board appointing a new Director or putting to shareholders a candidate for election. Before the two new Directors were appointed, appropriate checks were undertaken in accordance with Recommendation 1.2 of the ASX Recommendations; and • shareholders are provided with all material information in the Company’s possession that is relevant to a decision on whether or not to elect or re-elect a director, most relevantly through the Notice of Meeting and Annual Report. The Nomination Committee is also responsible for implementing an effective induction process for new Directors and regularly reviewing its effectiveness. New Directors are required to attend and complete a structured Director Induction Programme, which includes site visits to the Company’s hospitals. The two new Directors both undertook the Director Induction Programme. In addition, Directors are provided with ongoing professional development and training programmes to enable them to develop and maintain their skills and knowledge. 5 Director Independence The Board considers that it is able to exercise its judgement in an independent and unfettered manner, provide independent and effective oversight of management and is highly effective in promoting the interests of shareholders as a whole. All members of the Board, whether independent Directors or not, exercise independent judgement in making decisions in the best interests of the Company. When considering matters at Board meetings, questioning and debate amongst the Directors is encouraged and no one Director (or small group of Directors) is permitted to dominate the Board’s discussions or decision making. The Board determines the independence status of each Director on an annual basis. In doing so, the Board considers the matters described in Box 2.3 of the ASX Recommendations. The Board may determine that a Director is independent notwithstanding the existence of an interest, position, association or relationship of a kind described in Box 2.3. As such, the Company assesses independence on a case by case basis, having regard to the extent to which any relevant interest, position, association or relationship may materially interfere with the Director’s ability to exercise unfettered and independent judgement in the discharge of their responsibilities and duties. At the date of this Statement, Paul Ramsay Holdings Pty Limited continues to be the Company’s largest shareholder. Mr Siddle (Chairman), Mr Peter Evans (Deputy Chairman) and Mr Tony Clark AM are all Directors of Paul Ramsay Holdings Pty Limited and Directors of Paul Ramsay Foundation Pty Limited, which is the Trustee of the Paul Ramsay Foundation. The shares held by Paul Ramsay Holdings Pty Limited are held on trust for the sole benefit of the Paul Ramsay Foundation. As previously disclosed, the Trustee of the Foundation has indicated that, in accordance with Mr Ramsay’s will, the intention is for the Foundation to remain as a significant long-term shareholder in the Company. Following the Board’s recent annual review of each Director’s independence, it was concluded that Mr Evans’ and Mr Clark’s AM respective roles as Directors of Paul Ramsay Holdings Pty Limited and as directors of the trustee of the Paul Ramsay Foundation have not interfered with, and should not be perceived to interfere with, the independent exercise of their judgement. In reaching this conclusion, the Board took into account the following factors: • Neither Mr Evans nor Mr Clark AM are members of the Board as nominees of Paul Ramsay Holdings Pty Limited. • They are voted on to the Board of the Company by the shareholders generally and have been re-elected by a majority of other shareholders (i.e. excluding Paul Ramsay Holdings Pty Limited) on each occasion they have stood for re-election. • They are not shareholders of Paul Ramsay Holdings Pty Limited. • They do not receive any remuneration from Paul Ramsay Holdings Pty Limited other than Directors’ fees. • They do not receive any remuneration from the Company other than Directors’ fees and Committee/chairmanship fees as disclosed in the Renumeration Report. • There are no related party transactions between the Company and Paul Ramsay Holdings Pty Ltd likely to create any conflict between their duties as a Director to both companies. 20 RAMSAY HEALTH CARE ANNUAL REPORT 2015


2015 Ramsay Health Care Limited Annual Report
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