Accordingly, the Board currently compromises a majority of independent Non-Executive Directors and 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, private hospitals generally and in property development. Mr Siddle was the Deputy Chairman of the Board for many years and, 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. 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: • 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; • promote awareness of the importance of independent judgements in the Board’s decision-making; • provide leadership to the other independent Non-Executive Directors and support them in presenting diverse perspectives on issues being considered by the Board; and • promote constructive interaction between the independent Non-Executive 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 & Director Performance During the second half of FY2016, the Board engaged the services of Ernst & Young to perform an independent third party evaluation of the Board, the Directors and the Board Committees. Previously, an annual evaluation of the Board and the Board Committees was undertaken ‘in-house’ by the Directors completing a confidential questionnaire covering the role, composition, behaviours and processes of the Board and the performance of Directors. Ernst & Young reported its results and an analysis of those results to the Board. The results indicated that the Board and the Board Committees are functioning well and that the Board has an appropriate role regarding company strategy. Further, it was found that Directors universally considered that all Board members demonstrate independence of thought. Ernst & Young also reported that some Directors considered the roles of some Board Sub-Committees need to be reviewed. Following Ernst & Young’s evaluation, the Board appointed Ms Patricia Akopiantz as an additional member of the Nomination Committee. It is intended that the Board will engage an external consultant to undertake independent evaluations of the Board, the Directors and the Board Committees on a more regular basis and at least once every three years. 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. ANNUAL REPORT 2016 21 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. 11. Senior Executives The Board delegates the responsibility for the day-to-day management of the Company to the Managing Director, who is assisted by the senior executives who report to him.
Ramsay Health Care Limited Annual Report 2016
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