Healthscope Limited Board Charter
Authority
The non-executive Directors of the Company are elected by the shareholders and have been authorised by them to oversee the management of the business of the Company and to exercise the powers conferred under the constitution and the law.
Responsibilities of the Board
Specific responsibilities of the Board include:
(a) Setting Healthscope’s corporate strategy and monitoring management’s implementation of that strategy;
(b) Appointing, determining remuneration of, evaluating performance of, planning for the succession of (and, where necessary, terminating) the Managing Director;
(c) Ratifying the appointment of Executives – reporting to the Managing Director, overseeing remuneration policies and senior executive performance;
(d) Overseeing the Company's control and accountability systems – particularly in relation to the integrity of financial and other reporting;
(e) Approving the Company’s annual financial plans and budgets, monitoring financial performance and approving the annual and half-year financial statements and reports;
(f) Approving, and monitoring the progress of, major capital expenditure, capital management, acquisitions and divestitures;
(g) Reviewing and ratifying policies and systems of risk oversight (including policies and controls which enable risk to be assessed and managed) and management and internal compliance and control, codes of conduct, legal compliance and corporate governance;
(h) Ensuring appropriate standards of clinical governance and occupational health and safety are in place and to monitor performance against those standards;
(i) Setting the Company’s values and standards of conduct and ensuring that these are adhered to in the interests of its shareholders, employees, patients, clinicians and health professionals utilising its hospitals, pathology and other services, suppliers and communities in which it operates;
(j) Ratifying the appointment and, where appropriate, the removal of the company secretary.
Responsibilities of Management
All matters not specifically reserved for the Board have been delegated to the Managing Director. Authority guidelines and authority limits have been developed and approved by the Board on management delegated authority.
Committees of the Board
The Constitution authorises the Board to establish committees to assist in the performance of its duties and to allow detailed attention to significant matters.
The three current standing committees are:
- Audit, Compliance and Risk Assurance Committee;
- Remuneration Committee; and
- Nominations Committee.
Each of the Committees has a written Charter setting out its role, responsibilities, composition and procedures. Each Charter is reviewed annually and is available on the Company website.
Other committees may be established by the Board on an ad-hoc basis to consider or act on specific matters and reporting to the Board on the outcomes of its deliberations or seek Board ratification for its actions.
Board Structure
The Constitution requires the Board to determine the number of Directors, which shall be not less than four and no more than eight. The Board has determined that the number of Directors shall be seven (including the Managing Director).
Board Member Selection, Procedure and Tenure
The selection of Board members is a decision for the Board acting on the recommendation of the Nominations Committee. In selecting new Board members, the Directors take to account the appropriate skills and characteristics required by the Board to maximise its effectiveness and assess the blend of skills, knowledge and experience necessary for the present and future needs of the Company.
The Board may use the assistance of external advisers in identifying suitable candidates for nomination.
A director who has served twelve (12) years as a director will retire from the Board at the first Annual General Meeting immediately following their twelve year anniversary, subject only to a prior unanimous decision by the Board to extend (or support the extension of) that director’s tenure. Such a unanimous resolution by the Board is to be made in the absence of the director concerned.
Independence of Directors
Directors are expected to bring independent views and judgement to the Board’s deliberations.
The Board must comprise a majority of non-executive independent Directors. The Chairman must be an independent non-executive director.
The Board assesses the independence of new directors upon appointment and reviews the independence of all directors regularly and at least on an annual basis. In evaluating director independence the Board has regard to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations and the Corporations Act (Section 9). A statement on the independence of directors is detailed in the Company’s Annual Report.
Directors must keep the Board advised on an ongoing basis of any interests that could potentially conflict with those of the Company or may lead to them being considered as non-independent. Directors must promptly disclose to the Board interests in contracts, and directorships of public companies and public authorities or offices held and related party transactions.
Board Meetings
The Board will meet in accordance with a schedule agreed prior to the commencement of each calendar year. The Board will also set aside time each year to comprehensively consider the Company’s Strategies and Business Plans.
Review of Board Performance
On an annual basis the Board will undertake a self-assessment of the performance and processes of the Board and its Committees. The results of this assessment will be considered by the Board and if required, action plans will be determined to improve Board effectiveness. In addition the Chairman reviews with each individual director prior to their re-election by shareholders, their performance and contribution in a separate discussion.
Board Access to Independent Advice
Consistent with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations Directors may, in fulfilling their duties and responsibilities, obtain independent professional advice, with prior notice to the Chairman, at the Company’s expense.
Indemnification and Insurance
The Company insures Directors (and the Company Secretary and Executives) against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director (or Company Secretary or Executive) of the Company, other than conduct involving a wilful breach of duty in relation to the Company.
Last reviewed: 21 July 2009.