Corporate Governance
ImpediMed’s corporate governance encompasses Board Committees and Board Charters, Company Constitution, and Governance Policies.
Corporate Governance StatementAnnual General Meeting
Thursday, 30 November 2023 at 11.00am (AEDT) at the offices of Clifford Chance, Level 24, Brookfield Place, 10 Carrington Street, Sydney NSW 2000, and via an 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.
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.
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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.
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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.
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Board of Directors Committee Composition
| Director | Date Appointed |
Executive/ Non-Executive |
Indep’t Director | Audit and Risk Committee |
Remuneration Committee |
Nomination Committee |
|---|---|---|---|---|---|---|
| McGregor Grant | September 2023 | Executive Chair & Chief Financial Officer | No | Chair | – | Chair |
| Janelle Delaney | September 2023 | Non-Executive | Yes | Member | – | Member |
| Christine Emmanuel-Donnelly | September 2023 | Non-Executive | Yes | – | Chair | Member |
| Andrew Grant | September 2023 | Non-Executive | Yes | – | Member | Member |
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.