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Ramsay Health Care Limited Annual Report 2016

1. The Board Generally The Company’s Board is committed to effectively representing and promoting the Company, thereby adding long-term value to all shareholders. The Board is accountable to shareholders for the oversight of the Company’s business and affairs and, as such, is responsible for the overall strategy, governance and performance of the Company. To clarify the roles and responsibilities of directors and management, and to assist the Board in discharging its responsibilities, the Company has established a governance framework which sets out the functions reserved to the Board and provides for the delegation of functions to Board Committees and to senior management as considered appropriate. These are set out in the Board Charter, which can be found in the Corporate Governance section of the Company’s website (www.ramsayhealth.com/Investors/ CorporateGovernance). The Company’s Statement of Delegated Authorities, which was most recently updated and approved by the Board in November 2015, will continue to be reviewed as required, particularly with the continued expansion of the Company’s global business. 2. Governance Framework: The Board & its Standing Committees The governance framework in place ensures accountability, both of the Board and senior executives, 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. 16 RAMSAY HEALTH CARE LIMITED 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: • driving 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 of the Company; and • the appointment of the Managing Director and succession planning. 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 Global Risk Management Committee Key functions: Overseeing and driving improvement in risk management practices in relation to patient safety, workplace health and safety and the operating environment through (among other things) reviewing and/ or approving: • the risk management, internal compliance and control policies and procedures • the design and implementation of risk management framework 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 DELEGATION ACCOUNTABILITY ACCOUNTABILITY Managing Director, Group Finance Director & other Senior Executives


Ramsay Health Care Limited Annual Report 2016
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