9. Evaluating Board, Committee & Director Performance
During the second half of FY2017, the Board performed an evaluation of the Board, the Directors and the Board Committees. This evaluation
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.
The results of this evaluation indicated that the Board and the Board Committees are functioning well. Areas for enhancement / optimization
were also identified.
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. The last independent evaluation was undertaken in FY2016 by Ernst & Young.
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.
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.
The diagram below sets out details of the senior executives reporting directly to the Managing Director as at the date of this Corporate
The Managing Director must consult with the Chairman or Deputy Chairman on any matters which the Managing Director considers are of
such a sensitive, extraordinary or strategic nature as to warrant the attention of the Board, regardless of value. The authorisation thresholds
for the control of expenditure and capital commitments by the Managing Director and senior executives are established and defined in the
Company’s Statement of Delegated Authorities. This Statement is regularly reviewed and updated as required (last in November 2016) to
optimise the function and decision making of the executive as the Company continues to grow and expand geographically, whilst maintaining
appropriate oversight by the Board.
Subject to these policy limits and the directions of the Board or Audit Committee, the Managing Director may sub-delegate the day-to-day
running of the Company to the senior executive team.
12. Performance of Senior Executives
Other than in respect of Mr McNally (and Mr Rex before him), the terms of employment of each senior executive are not formalised in a written
services agreement. The Company considers that the unique working environment and culture developed over many years, principally
founded on ‘The Ramsay Way’ and exemplified through the longevity and low turnover of the Company’s executive team, is such that written
agreements with current senior executives are unnecessary at this time.
However, each executive’s position description and the combination of financial and non-financial key performance indicators (KPIs) used to
monitor senior executive performance are recorded in writing. Details of the KPIs used for the Mr Rex in FY2017 and examples of the KPIs for
other senior executives are set out in the FY2017 Remuneration Report.
The Managing Director’s performance is formally assessed on an annual basis. The Managing Director’s KPIs are reviewed and set annually
by the Board on the basis of recommendations made by the Remuneration Committee at the commencement of the financial year. The
Remuneration Committee carefully evaluates the Managing Director’s performance against those KPIs and makes recommendations to the
Board for final decision.
An annual assessment of the performance of all other senior executives is undertaken by the Board on the basis of recommendations by the
Managing Director, who conducts performance reviews in relation to each senior executive.
A performance evaluation for all senior executives, including the Managing Director, was undertaken in the reporting period in accordance
with the process disclosed above.
20 RAMSAY HEALTH CARE LIMITED
Director & CFO
Chief of Staff