Nomination Committee Charter

Introduction

This is the Nomination Committee charter for ImpediMed Limited (Company). The charter governs the procedures of the Nomination Committee (Committee).

Purpose

The role of the Committee is to support and advise the Board in fulfilling its responsibilities to shareholders in ensuring that the Board is comprised of individuals who are best able to discharge the responsibilities of directors having regard to the law and the highest standards of governance by:

assessing the skills and competencies required on the Board;
from time to time assessing the extent to which the required skills are represented on the Board;
establishing processes for the review of the performance of individual directors and the Board as a whole;
establishing processes for the identification of suitable candidates for appointment to the Board; and
recommending the appointment and removal of directors.

Further, the Committee is entitled to direct any special investigation that the Committee considers appropriate and to consult any independent expert that the Committee considers appropriate to carry out its duties. The Company bears the costs of any such investigation or consultations. The Committee is entitled to call on and use any employee of the Company to the extent that the Committee considers appropriate to carry out the Committee's role and responsibilities.

Composition

The Committee will consist of not less than three directors, a majority of which are independent, non-executive directors. If a member of the Committee retires, is removed or resigns from the Board, that member ceases to be a member of the Committee. The Board will appoint the successor.

The Committee, if considered appropriate, may invite any executive management team members or other individuals to attend meetings of the Committee.

The Committee will be chaired by the chairman of the Board. The company secretary will be the secretary of the Committee.

Meetings

The Committee will meet as frequently as required but not less than two times a year. Any Committee member or the company secretary may call a Committee meeting. A notice of each meeting confirming the date, time, venue and agenda must be forwarded to each member of the Committee (with a copy to all board members) seven working days before the date of the meeting. The notice for members will include relevant supporting papers for the agenda items to be discussed.

Minutes of proceedings and resolutions of Committee meetings will be kept by the secretary. Minutes will be distributed to all Committee members and the chairman of the Board, after the Committee chairman has given the preliminary approval. Minutes, agenda and supporting papers will be included in the papers for the next full Board meeting after each Committee meeting.

Advice

The Committee may have access to employees of the Company and from appropriate external advisers. The Committee may meet with these external advisers without management being present.

Report to Board

The Committee chairman, or delegate, will report to the Board following each meeting. The Committee will report to the Board regularly on the matters for which the Committee has responsibility. The Committee will prepare for approval by the Board any report on the matters for which the Committee has responsibility that may be:

required by any listing rule, legislation, regulatory body or other regulatory requirement; or
proposed for inclusion in the annual report.

Duties and Responsibilities

The duties and responsibilities of the Committee are:

to periodically assess the skills required to discharge the Board's duties, having regard to the strategic direction of the Company, and report the outcome of that assessment to the Board.
to, as and when it considers appropriate, but in any event whenever an existing non-executive director retires, assess the skills represented on the Board by the non-executive directors and determine whether those skills meet the required skills as identified.
to make recommendations to the chairman of the Board on means by which skill levels of existing nonexecutive directors can be enhanced.
to implement a process for the identification of suitable candidates for appointment to the Board of nonexecutive directors.
to make recommendations to the Board on candidates it considers appropriate for appointment (including any renomination of a retiring director).
to perform evaluations of the performance of the board, its committees, and its directors.

Performance Evaluations

The nomination committee will from time to time conduct an appraisal of board, committee, and director performance. The board at this stage believes the company is best served by a simple internally administered process as follows:

The committee chair will agree the form of a simple survey with respect to the performance of the board, each of its committees, and each director, with the committee and disseminate the survey to each director for completion.
Surveys will be completed by each director and returned to the committee chair, allowing at least 14 days for directors to consider the survey and respond.
The committee chair will follow up the input from each director with a personal discussion to clarify their feedback.
The committee chair will then compile a short report to the board summarising the Evaluations and providing recommendations.
The board will review the report and agree appropriate actions, delegating any matters pertaining to board structure back to the Nomination Committee.

Disclosure

The Committee will review all public disclosures and statements concerning the matter the subject of this policy including disclosures in:

Australian Stock Exchange filings;
the annual report; and
press releases.