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2015 Ramsay Health Care Limited Annual Report

7 Lead Independent Director To enhance the independent functioning of the Board, in 2012 the Board resolved to appoint Mr Kerry Roxburgh as Lead Independent Director, updating the Board Charter to formally recognise this new role. The key functions of the Lead Independent Director are to: • promote awareness of the importance of independent judgements in the Board’s decision-making • ensure that any conflicts of interest (or potential conflicts of interest) between the Company’s major shareholder and the Company are identified and appropriately managed • provide leadership to the other independent Directors and support them in presenting diverse perspectives on issues being considered by the Board; and • promote a constructive interaction between the independent Directors and all other Directors. 8 Access to Independent Advice Directors are entitled to seek independent professional advice at the expense of the Company as required in the furtherance of their duties and in relation to their functions (including their Board Committee functions), subject to prior consultation with, and approval of, the Chairman or Deputy Chairman. Directors have consistently indicated in their evaluations that they consider they have adequate opportunity to access such advice. 9 Evaluating Board, Committee and Director Performance At the end of the 2015 financial year, the Board undertook a formal, structured evaluation that involved each Director completing a confidential questionnaire covering the role, composition, behaviours and processes of the Board and the performance of Directors. The results of the questionnaires and an analysis of those results were reported to the Board by the Company Secretary. A similar evaluation process was undertaken by each of the Board Committees during the financial year. Results of the evaluations consistently indicated that the perception of the role, the composition, function, procedures, working style, behaviours and administration of the Board and each of the Board Committees are highly effective and that the Board and each of the Board Committees are performing extremely well. In accordance with good governance practices, the Board intends to engage an independent third party to undertake evaluations of the Board and the Board Committees in FY2016. 10 The Company Secretary Mr John O’Grady is the Group General Counsel, Company Secretary and Chief Risk Officer. His role as Company Secretary is by Board appointment and he is directly accountable to the Board, through the Chair, in relation to all matters relating to the proper functioning of the Board. All Directors have direct access to the Company Secretary. The role of Company Secretary is set out in more detail in the Company’s Board Charter. Details of Mr O’Grady’s experience and qualifications are set out in the Board of Directors’ section of this Annual Report. 22 RAMSAY HEALTH CARE ANNUAL REPORT 2015


2015 Ramsay Health Care Limited Annual Report
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