The Communications Policy establishes internal protocols and authorisations for communications with media (including media inquiries and releases at Company and facility level), disclosure of corporate and confidential information and communications with shareholders and investors. The Policy is to be read in conjunction with the Continuous Disclosure Policy described above, which deals with the disclosure of price-sensitive information. The Company’s investor relations programme comprises the following mechanisms, which together facilitate two-way communications with shareholders and ensure that shareholders are kept fully informed and able to participate effectively at general meetings: • financial reports, market reports and ASX releases are posted on the Investor Centre on the Company’s website; • relevant documents relating to the Company’s governance arrangements are made available in the Corporate Governance section of the Company’s website; • shareholders are able to send emails to, and can elect to receive email alerts from, the Company’s share registry manager facility, which is provided by Boardroom Pty Limited; • an investor email inquiry facility has been established to ensure timely responses by the Company Secretary (for individual shareholders) or the Group Finance Director (for institutional shareholders) to all investor questions; • correspondence from the Chairman is sent to shareholders for significant events (including via the Company’s website and email alerts); and • participation by shareholders at the AGM is actively encouraged. For example, shareholders are encouraged to submit questions to the Company’s auditor prior to the AGM, with those questions answered at the AGM. 18. Remuneration The Board has established a Remuneration Committee which, in accordance with the Remuneration Committee Charter, is responsible for reviewing and making recommendations to the Board in respect of: • executive remuneration and incentive policy; • remuneration of the Company’s key management personnel, Company Secretary and any other senior executive reporting to the Managing Director; • equity based incentive plans; • superannuation arrangements; • remuneration by gender and strategies or changes required to address any pay gap identified; • recruitment, retention, performance measurement and termination policies and procedures for Non-Executive Directors, the Managing Director and any other Executive Director, the Company Secretary and all senior executives reporting directly to the Managing Director; and • the disclosure of remuneration in the Company’s public materials including ASX filings and the annual report. ANNUAL REPORT 2016 29 The Remuneration Committee Charter was reviewed and updated during FY2016. The Remuneration Committee’s current membership, the independence of the members and details of Remuneration Committee meetings and attendance by each Committee member are set out earlier in this Corporate Governance Statement. The Company distinguishes the structure of Non-Executive Directors’ remuneration from that of executive Directors and senior executives. The Company’s policy is to reward executives with a combination of fixed, performance-based and equity-based incentives. To drive improvements in shareholder value, a significant proportion of remuneration for executive Directors and senior executives is ‘at risk’ based on delivery of returns to shareholders. Conversely, to preserve independence and impartiality, no element of Non-Executive Director remuneration is ‘at risk’ (i.e. it is not based on the performance of the Company). Non-executive Directors receive Board and Committee fees that are set having regard to the responsibilities and risks of the role and market competitiveness. However, to create alignment between the interests of Non-Executive Directors and shareholders, Non-Executive Directors are encouraged to hold shares in the Company. Many of the Non-Executive Directors have acquired shares in the Company and hold them in their own right. Further, following shareholder approval at the 2015 AGM, the Company implemented the Non-Executive Director Share Rights Plan under which Non-Executive Directors were granted share rights that converted into ordinary shares as part of their annual board fees. Further details about the Non-Executive Director’s Share Rights Plan are contained in the FY2016 Remuneration Report. The Company’s Securities Trading Policy prohibits hedging arrangements, dealing in derivatives or any other arrangements that vary the economic risk related to the Company’s securities. This includes hedging or arrangements that have the effect of limiting the economic risk in connection with unvested securities issued under an employee or Director option or share plan. For details of the Company’s remuneration structure, please refer to the Remuneration Report. This Statement has been approved by the Board and is current as at 13 September 2016.
Ramsay Health Care Limited Annual Report 2016
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