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Ramsay Health Care Limited Annual Report 2016

Human relations/People & Culture Experience in setting & communicating corporate culture, motivation of key human capital talent, overseeing management and evaluating the suitability of CEOs and other key executives 90% ANNUAL REPORT 2016 19 Corporate Governance Knowledge and experience in best practice corporate governance 90% Consumer Goods/Retail Senior executive experience in consumer goods or retail industry (including online) 40% Risk management Experience in best practice risk management practices 80% Marketing/communications Senior executive or directorship experience in or oversight of marketing and communications 90% Workplace Health & Safety Experience in workplace health and safety practices 60% Legal & Regulatory Legal qualifications and/or regulatory experience 50% Further, as part of the FY2016 Board Skills Evaluation, Directors were asked how important each of the above skills and experiences are to the success of the Board and the Company in achieving its strategic goals. Those skills and experiences deemed to be most important to the Company are experience in Health Care, Major Business Operations, Multinational/Cross-Border Businesses and Corporate Strategy. In considering future Board appointments to fill any casual vacancies that might arise, the Board and Nomination Committee will use the above matrix to assist in the identification of the Board’s strengths and where its existing skills and experience may best be enhanced or supplemented. In light of the Company’s business continuing to expand across geographical boundaries, any potential candidate with relevant international experience will be considered favourably. 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. 4. Appointment, Induction & 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 reviewed and updated its written agreements with 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. In respect of the Board’s most recent appointments in April 2015, 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 and meetings with key executives. 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 individual Director (or small group of Directors) is permitted to dominate the Board’s discussions or decision making.


Ramsay Health Care Limited Annual Report 2016
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