21 • In practice, they both make their own decisions on how to vote at meetings of the Board, and do so acting in the best interests of the Company’s shareholders generally and without direction from Paul Ramsay Holdings Pty Limited. • Mr Evans and Mr Clark AM are independent of management. • Their role as Directors of the Trustee of the Paul Ramsay Foundation is fiduciary in nature and in that capacity they have no personal interest which would affect their independence as Directors of the Company. The Board reached the same conclusion for Mr Siddle in respect of his role as Director of Paul Ramsay Holdings Pty Limited and Director of the Trustee of the Paul Ramsay Foundation, although other considerations impact the Board’s determination of his status as set out below. In the case of Mr Kerry Roxburgh, Mr Rod McGeoch AO and the two recent appointees, Ms Patricia Akopiantz and Ms Margaret Seale, the Board does not consider there to be any relationships that could materially interfere with or could reasonably be perceived to materially interfere with their ability to exercise unfettered and independent judgement in the discharge of their responsibilities and duties. Further, after due consideration, the Board has formed the view that Messrs Evans, Clark AM, McGeoch AO and Roxburgh continue to be independent notwithstanding that each has each served on the Board for more than 10 years. The Board therefore considers each of Mr Evans, Ms Akopiantz, Mr Clark AM, Mr McGeoch AO, Mr Roxburgh and Ms Seale to be independent. The remaining Directors are regarded by the Board as not independent for the reasons outlined below. In each case, the Board is satisfied that the Director makes a valuable contribution to the work of the Board and has particular skills and experience that enhance the effectiveness of the Board. • The Managing Director, Mr Christopher Rex – as a current executive of the Company, Mr Rex is not independent. • The Group Finance Director, Mr Bruce Soden – as a current executive of the Company, Mr Soden is not independent. • The Chairman of the Board, Mr Michael Siddle – in assessing Mr Siddle’s independence in the past, the Board took into account that a significant factor in Mr Siddle’s historical non-independent status has been his association with Mr Ramsay AO. With Mr Ramsay’s passing in May 2014, the Board considers that the significance of this historical relationship is no longer relevant in assessing Mr Siddle’s independence. While the Board considers that Mr Siddle exercises independent judgement in making decisions in the best interests of the Company, the Board has formed the view that Mr Siddle may not be perceived to be totally independent for the purposes of the ASX Recommendations. • Mr Patrick Grier AM – Mr Grier is not considered to be independent as he was previously Managing Director and CEO of the Company and there was not a period of more than three years between ceasing that appointment and serving as a Non-Executive Director on the Board (although more than twice that period has now passed since Mr Grier was employed as Managing Director). Despite the continuity of Mr Grier’s involvement as an executive and then a Non-Executive Director, the Board considers that Mr Grier’s experience, skills and standing add significant value to the Board’s ability to deal with issues and developments in the health care sector and the market. Accordingly, the Board currently comprises a majority of independent Directors. Prior to the appointments of Ms Akopiantz and Ms Seale on 28 April 2015, the Board did not consist of a majority of independent Directors as it had an equal number of independent and non-independent Directors. Throughout the reporting period, the Company is satisfied that the Board operated independently of management and was highly effective in promoting the best interests of shareholders as a whole. 6 Chairman Mr Siddle continues in his role as Chairman of the Board. He has considerable knowledge and experience in the management of the Company and private hospitals generally, and of property development. Mr Siddle was the Deputy Chairman of the Board and for many years, in order to ensure continuity and stability of this highly successful Board, was appointed Chairman of the Company following the passing of Mr Paul Ramsay AO in May 2014. Given this highly relevant and valuable experience, the Board considers that the interests of the shareholders are best met by the continued contribution of Mr Siddle as Chairman. All references are to sections of this Corporate Governance Statement unless otherwise stated.
2015 Ramsay Health Care Limited Annual Report
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