3. Board Composition
The Board currently consists of seven Non-Executive and two Executive Directors. Of the seven Non-Executive Directors, a majority (six) are
independent. Details of the background, particular qualifications, expertise and period of service of each Director are set out in the Board of
Directors section of this Annual Report.
The Nomination Committee is responsible for reviewing and making recommendations to the Board on its membership, including
recommendations on the size and composition of the Board, the appointment and re-election of Directors and, where necessary, proposing
candidates for consideration by the Board. The Nomination Committee must have regard to the factors set out in the Nomination Committee
Charter, including that the Board should comprise Directors with a broad range of skills, expertise and experience from a diverse range of
backgrounds in accordance with the Diversity Policy.
The Company aims to maintain a Board that comprises directors who are able to effectively understand and manage the issues arising in
the Company’s business, review and challenge the performance of management and optimise the Company’s performance. To this end, the
Nomination Committee annually assesses the composition of the Board by reference to its Board Skills Matrix.
During FY2017, the Board undertook its annual skills/experiences evaluation to better inform the Board of the specific skills and experiences
relevant to its role, the depth of such skills and experiences and how important those skills and experiences are to the success of the Board
and the Company. As part of this evaluation, each Director was asked to assess the extent of their skills/experiences in respect of specific
areas on a Level 1 (Expert/Extensive Experience) to Level 5 (limited/no experience) basis.
The results of the 2017 Evaluation continue to demonstrate that the Board is comprised of members with an extensive, diverse and relevant
skill-set with depth of experience in all key areas.
The following table sets out the various skills/experience that comprise the Company’s Board Skills Matrix.
Skill & Experience
Senior executive or directorship experience in operating private hospitals or the health care sector generally
Mergers & Acquisitions (M&A)
Senior executive or directorship strategic & operational experience in M&A and business partnerships, including joint ventures
Operational experience in Major Business
CEO or senior executive or directorship experience in a major business focusing on business operations
Multinational/Cross-Border Experience (including Asia &/or Europe)
Senior executive or directorship experience in a business with multinational operations
Specific Skills & Experience
Senior executive or directorship experience in developing or implementing corporate strategy
Experience with understanding, developing & maintaining long term political relationships
Public Policy & Interface with Government Departments
Experience in public and regulatory policy; developing and maintaining relationships with multiple levels of government
Capital management & Finance
CFO, senior accounting/finance practitioner or equivalent experience in financial analysis, interpretation, accounting and reporting, capital markets,
corporate finance, financial risk management and internal financial controls
Knowledge or experience in the use and governance of critical information technology infrastructure and applications
Managing disruption and structuring business for future growth in industry sectors impacted by digital trends, technology or other disruptive factors
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
Knowledge and experience in best practice corporate governance
Senior executive experience in consumer goods or retail industry (including online)
ANNUAL REPORT 2017 17