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Corporate governance

ImpediMed’s corporate governance encompasses Board Committees and Board Charters, Company Constitution, and Governance Policies.

2022 Appendix 4G and Corporate Governance Statement

January 2023 General Meeting – Notice of Meeting

January 2023 General Meeting – Online Guide

ImpediMed Constitution

A General Meeting of ImpediMed Limited (ImpediMed or Company) was held on Wednesday, 25 January 2023 as an audio webcast.

View Audio Webcast

Board charter

The purpose of this charter is to specify how ImpediMed is governed so as to promote the Company and protect the interests of shareholders. The Board is responsible for the corporate governance of ImpediMed. This Charter sets out the roles and responsibilities of the Board, which responsibilities are delegated to committees of the Board or to management, the framework for the operation of the Board, as well as the membership of the Board.

View board charter

Committees and charters

As a key component of ImpediMed’s corporate governance regime, the Board has established the following subcommittees.

Nomination committee

The role of this committee is to ensure that the Board comprises suitably qualified and experienced individuals to act as Directors. The committee does so through its review of the composition of the Board and the tenure of the Directors. This committee will also conduct annual assessments of the performance of individual Directors.

Audit and risk management committee

This committee is responsible for monitoring the current and emerging risks affecting the Company and overseeing the risk mitigation activities. In fulfilling its responsibilities, the committee provides advice on the integrity of the Company’s financial reporting process and financial statements, the Company’s compliance with legal and regulatory requirements, the independence of effectiveness of external auditors, and the effective maintenance of internal controls.

Remuneration committee

This committee is responsible for setting and overseeing the application of the Company’s remuneration structure and policy. In performing this role, the committee reviews the performance and remuneration of staff and assesses whether appropriate incentives are provided for management and employees.

Board of Directors Committee Composition

Director Date
Indep’t Director Audit and Risk
Don Williams March 2017 Non-Executive – Chair Yes Member Member Chair
Amit Patel March 2017 Non-Executive Yes Member Chair Member
David Anderson* April 2020 Executive No
Jan West AM August 2022 Non-Executive Yes Member Member
Richard Valencia December 2022 Executive Yes Member
Robert Graham November 2017 Non-Executive Yes Member Member

*Executive Directors , Mr. Anderson will not sit on any Committees.

Key governance policies

ImpediMed will disclose on this website any amendments that we make to, or waivers that we grant from our Governance Policies affecting our principal executive officers, principal financial officer and principal accounting officer or controller, or persons performing similar functions that relate to deterring wrongdoing or promoting:

  • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to the SEC and in our public communications;
  • Compliance with applicable governmental laws, rules and regulations;
  • The prompt internal reporting of violations of the Code to an appropriate person or person(s) identified in the Code; or
  • Accountability for adherence to the Code.

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