Following the Board’s recent annual review of each Director’s independence, it was concluded that Mr Siddle’s and Mr Evans’ 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:
• neither Mr Siddle nor Mr Evans 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
• 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, 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 and Mr Evans 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 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 and Roxburgh 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, 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 & CEO, Mr Craig McNally – as a current executive of the Company, Mr McNally is not independent. The same was
the case for Mr McNally’s predecessor, Mr Rex, who retired from the position of Managing Director & CEO on 2 July 2017.
• The 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 has added
significant value to the Board’s ability to deal with issues and developments in the health care sector and the market.
Accordingly, the Board currently comprises 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.
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
ANNUAL REPORT 2017 19