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Board Charter

This Board charter (Board charter) sets out the principles for the operation of the board of directors (Board) of ImpediMed Limited (Company) and describes the functions of the Board and those functions delegated to management of the Company.

Role of the Board

The Board has primary responsibility to shareholders for the welfare of the Company by guiding and monitoring the business and affairs of the Company whilst having regard to the interests of all stakeholders including shareholders, customers, suppliers, employees, government regulators and members of the communities in which the Company operates and/or are affected by the Company's activities.

The Board must at all times act honestly, fairly and diligently in all respects in accordance with the law applicable to the Company. Each of the directors, when representing the Company, must act in the best interests of shareholders of the Company and in the best interests of the company as a whole.

This charter and the various complimentary charters adopted by the Board and the various committees have been prepared and adopted on the basis that there is a contribution that good governance and good governance procedures can add to the performance of the Company.

Responsibilities of the Board

The Board is responsible for providing a sound base for good corporate governance in the operations of the Company.

The Board will establish and maintain systems, processes and policies designed to ensure that the Company's activities are subject to adequate and appropriate internal controls and that and that the risks associated with Company's operations are identified, assessed and appropriately managed. The Board is responsible for the management of the affairs of the Company, including:

Strategic Planning and Objectives

  • Evaluating, approving and monitoring the strategic and financial plans of the Company.
  • Evaluating, approving and monitoring the performance objectives of the Company.
  • Evaluating, approving and monitoring the annual budgets and business plans.
  • Evaluating, approving and monitoring major capital expenditure, capital management and all major corporate transactions, including the issue of securities of the Company.

Executive Management

  • Appointment and removal of the chief executive officer (CEO).
  • Approve the employment terms and conditions of the CEO.
  • Review and provide feedback on the performance of the CEO.
  • Oversee the CEOs direct reports, their performance, implementation of strategy, and remuneration, and ensure appropriate resources are available.
  • Appointment and removal of the Company Secretary.

Risk Management

  • Monitoring the Company's performance in relation to the principles of best practice corporate governance.
  • Approving and monitoring the Company's risk management framework.
  • Approving and monitoring compliance with the Company's key corporate policies and protocols.
  • Monitoring the Company's operations in relation to, and compliance with relevant regulatory requirements and any other contractual, statutory or legal obligation.

Reporting

  • The Board must supervise the disclosure in the annual report and any departures from the Australian Stock Exchange best practice recommendations.
  • Any decision to deviate from the Australian Stock Exchange practice recommendations must be recommended by the relevant Board committee and approved by a resolution of the Board.
  • The Board will supervise the public disclosure of all matters that the Australian Stock Exchange
    recommendations recommend be publicly disclosed consistent with the Company's Disclosure Policy and will provide a commentary of any Board's decision not to make such disclosure or to clarify what disclosure has been made.
  • The Board will approve all financial reports and material reporting and external communications by the Company in accordance with the Company's Disclosure Policy.

Board Composition

The Board will comprise of no less than 3 and no more than 7 directors which the Board may from to time determine. The directors will be of such competence necessary to understand properly and deal with the current and emerging issues of the business of the Company.

The Board is to comprise a majority of non-executive directors who are considered by the Board to be independent, in accordance with the Company's policy on director independence described below.

The Company's Constitution provides that at every Annual General Meeting, one third of the directors, excluding the Managing Director, must retire from office but may stand for re-election. Board composition is also reviewed periodically by the Nomination Committee, either when a vacancy arises or if it is considered that the Board would benefit from the services of a new director, given the existing mix of skills and experience of the Board and the ongoing need to align those skills with the objectives of the Company.

Once it has been agreed that a new director is to be appointed, a search is undertaken, usually using the services of external consultants. Nominations are subsequently received and reviewed by the Board.

Chairman

The Board may elect a chairman and a deputy chairman of its meetings and determine the period for which each is to hold office. The chairman will be a non-executive director who is considered by the Board to be independent, in accordance with the Company's Policy on director independence described below.

Authority

The Board may, subject to the constraints imposed by law, delegate any of its powers to Board committees consisting of one or more directors or any other person or persons as the Board thinks fit. Any Board committee formed or person or persons appointed to the Board committee must, in the exercise of the powers delegated, conform to any requirements that may from time to time be imposed by the Board. A delegate of the Board may be authorized to sub-delegate any of the powers for the time being vested in the delegate.

The division of responsibility between the Board and management are outlined in the company's Delegated Authorities Policy.

Independence Standard

At the time of a director's appointment the Board will consider independence and having regard to the answers to the following questions and resolve whether to consider the relevant director independent.

  • Is the director a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company?
  • Has the director, within the last three years been employed in an executive capacity by the Company or another group member, or been a director after ceasing to hold any such employment?
  • Within the last three years has the director been:
  • a principal of a material professional adviser;
  • a material consultant to the Company or another group member; or
  • an employee materially associated with the service provided by such adviser or consultant to the Company?
  • Is the director a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer?
  • Does the director have a material contractual relationship with the Company or another group member other than as a director of the Company?
  • Has the director served on the Board for a period that could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company?
  • Is the director free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company?

Remuneration

The level of non-executive director remuneration will be set by the Remuneration Committee so as to attract the best candidates for the Board while maintaining a level commensurate with boards of similar size and type. In line with the Company's desire to maintain director independence, each director is permitted to deal in personal securities of the Company in accordance with the Securities trading policy.

Meetings and Materials

Directors should ordinarily receive board papers and related material not later than three days, but preferably five days prior to the relevant meeting. The chairman of the meeting should ensure the availability and, if necessary, the attendance at the relevant meeting, of any member of executive management responsible for a matter included as an agenda item at the relevant meeting.

Directors are entitled to request and receive such additional information as they consider necessary to support informed decision-making. Any Director has the authority to seek any information he/she requires from any employee of the ImpediMed Group and all employees must comply with such requests. It is expected that any significant issues are communicated to the Chairman, Chief Executive Officer, Chief Financial Officer or Company Secretary.

Any Director may take such independent legal, financial or other advice as they consider necessary at ImpediMed’s cost. Any Director seeking independent advice must first discuss the request with the Chairman who will facilitate obtaining such advice.

The non-executive directors should arrange to meet at least twice in each financial year to conduct a non-executive discussion of board and management issues. These meetings are to be used to provide feedback about board processes, including the adequacy and timeliness of information being provided to the Board. At times these meetings may focus on substantive issues that some Board members may need to discuss with management present. These meetings may also discuss areas where the performance of independent directors could be strengthened. Any issues arising from these meetings that bear on the relationship between the Board and management will be communicated quickly and directly to the chief executive officer by the chairman.

Flying Minutes

Urgent matters that cannot wait until the next Board meeting can be dealt with by a flying minute. Flying minutes must be approved by all directors entitled to vote on the resolution. Directors may record their approval of a Flying minute by email. Flying minutes will be noted in the business of the next formal board meeting and will be entered in the Board minutes of the following meeting.

Board Committees

The Board has established the following committees:

These committees are designed to consider specific matters and make recommendations to the Board. However, it is not intended that these committees restrict the ability of the Board to make an independent assessment of the recommendations, having regard to the Board's knowledge of the Company and the complexity of the structures and operations of the Company.

The Board will consider the materials and recommendations presented to them and bring their own mind to bear on the issue using the skill and judgment they possess. The Board will consider and approve the charters of the various committees. The Board will receive copies of committee papers/minutes/agenda in respect of each committee and all non-executive directors may attend meetings of committees of which they are not members.