Healthscope Board Charter
Responsibilities of the Board
Specific responsibilities of the board of Healthscope Notes Limited include:
(a) Setting the Company’s corporate strategy and monitoring the implementation of that strategy;
(b) Overseeing the Company's control and accountability systems – particularly in relation to the integrity of financial and other reporting;
(c) Approving the Company’s annual financial plans and budgets, monitoring financial performance and approving the annual and half-year financial statements and reports;
(d) Reviewing and ratifying policies and systems of risk oversight (including policies and controls which enable risk to be assessed and managed) and internal compliance and control, codes of conduct, legal compliance and corporate governance; and
(e) Ratifying the appointment and, where appropriate, the removal of the company secretary.
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 Board has no standing committees.
Committees may be established by the Board on an ad-hoc basis to consider or act on specific matters and report 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 three and no more than nine. The Board has determined that the number of Directors shall be three.
The appointment or removal of Directors is a decision for the Healthscope Group as the shareholder of the Company.
Board Meetings
The Board will meet in accordance with a schedule agreed prior to the commencement of each calendar year.
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 Executive Chairman and Managing Director, at the Company’s expense.
Indemnification and Insurance
The Company insures Directors and the Company Secretary 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 of the Company, other than conduct involving a wilful breach of duty in relation to the Company.
Last reviewed: 15 December 2010.