Page 22

Ramsay Health Care Limited Annual Report 2016

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 directors of Paul Ramsay Holdings Pty Limited and directors of 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 trustees of the Foundation have 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 Siddle’s, 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: • none of Mr Siddle, Mr Evans or 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 Remuneration Report; • there are no related party transactions between the Company and Paul Ramsay Holdings Pty Limited likely to create any conflict between their duties as a Director to both companies; • in practice, they each 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 Siddle, Mr Evans and Mr Clark AM are independent of management; and • 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. 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 was 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. The Board considers that Mr Siddle exercises independent judgement in making decisions in the best interests of the Company. In the case of Ms Patricia Akopiantz, Mr Rod McGeoch AO, Mr Kerry Roxburgh 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 Siddle, Evans, McGeoch AO, Roxburgh and Clark AM 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 Siddle, Mr Evans, Mr McGeoch AO, Mr Roxburgh, Mr Clark AM, Ms Akopiantz 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 each of these 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 Chris 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. • 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 it is now more than 8 years 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. 20 RAMSAY HEALTH CARE LIMITED


Ramsay Health Care Limited Annual Report 2016
To see the actual publication please follow the link above