Specific Skills & Experience
Experience in best practice risk management practices
Senior executive or directorship experience in or oversight of marketing and communications
Workplace Health & Safety
Experience in workplace health and safety practices
Legal & Regulatory
Legal qualifications and/or regulatory experience
As part of the FY2017 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, Corporate Strategy and Public Policy and Interface with Government
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
The Board’s current view is that any potential Board candidate with strong CEO experience and technology/digital expertise will be
considered favourably to fill a casual vacancy. Further, in light of the Company’s business continuing to expand across geographical
boundaries, any potential candidate with relevant international experience will also 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 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.
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)
and Mr Peter Evans (Deputy Chairman) 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.
18 RAMSAY HEALTH CARE LIMITED