Corporate governance statement
Global Health Limited and the board is committed to achieving and demonstrating the highest standards of corporate governance. The board continually reviews the company’s corporate governance framework in light of the best practice recommendations released by the Australian Stock Exchange Corporate Governance Council and to ensure the company’s practices meet the interests of shareholders. The company and its controlled entities together are referred to as the group in this statement.
ASX Corporate Governance Disclosures
The board establishes an audit committee. Details of audit committee Directors’ qualifications and attendance at audit committee meetings are set out in the directors’ report contained in the annual report.
The audit committee has appropriate financial expertise and all members are financially literate and have an appropriate understanding of the industries in which the group operates. The audit committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party.
It is the committee’s responsibility to ensure that an effective internal control framework exists within the company. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This includes the safeguarding of assets, the maintenance of proper accounting records and the reliability of financial information.
The audit committee is also responsible for the nomination of the external auditor and review of the adequacy of the scope and quality of the annual statutory audit and half year statutory review.
Board of Directors
The board of Directors is responsible for the corporate governance of the company. The Directors are responsible to the shareholders for the performance of the company in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the group as a whole. The board is also responsible for setting the strategic direction and establishing the policies of the group. The focus is to enhance the interests of shareholders and other key stakeholders and to ensure the group is properly managed.
Day to day management of the group’s affairs and the implementation of the corporate strategy and policy initiatives are formally delegated by the board to the Managing Director and Senior Executives. A description of the company’s main corporate governance practices is set out below.
The responsibilities of the board include:
- Providing strategic guidance to the company including contributing to the development of, and approving the corporate strategy;
- Reviewing and approving business plans, the annual budget and financial plans including available resources and major capital expenditure initiatives;
- Overseeing and monitoring organisational performance and the achievement of the group’s strategic goals and objectives and progress of major capital expenditures and other significant corporate projects including any acquisitions or divestments;
- Monitoring financial performance including approval of the annual and half-year financial reports and liaison with the company’s auditors;
- Appointment, performance assessment and, if necessary, removal of the Managing Director;
- Ratifying the appointment and/or removal and contributing to the performance assessment for the members of the senior management team;
- Ensuring there are effective management processes in place and approving major corporate initiatives;
- Enhancing and protecting the reputation of the organisation;
Overseeing the operation of the group’s system for compliance and risk management reporting to shareholders.
The number of meetings of the company’s board of directors and of each board committee held during the year, and the number of meetings attended by each Director is disclosed in the Directors’ report.
It is the company’s practice to allow its Executive Directors to accept appointments outside the company with prior written approval of the board.
Prior to appointment or being submitted to for re-election, each Non-Executive Director is required to specifically acknowledge that they have and will continue to have the time available to discharge their responsibilities to the company.
Composition of the board
Each year one-third of directors and any Director (excluding the Managing Director) who has held office for three years or three annual general meetings (whichever is longer) must retire from office. A retiring director is eligible to seek re-election if so minded.
The skills, experience and expertise relevant to the position of each director who is in office at the date of the annual report and his/her term of office is detailed in the Director’s report contain in the annual report. The composition of the board is determined in accordance with the following principles and guidelines:
- The board should comprise at least three Directors and should maintain a majority of independent and Non-Executive Directors;
- The Chairman must be an independent and Non-Executive Director;
- The roles of Chief Executive Officer and Chairman must not be performed by the same individual;
- The board should comprise directors with an appropriate range of qualifications and expertise; and
- The board shall meet regularly and have available all necessary information to participate in an informed discussion of all agenda items.
The board seeks to ensure that :
- At any point in time, its membership represents an appropriate balance between Directors with experience and knowledge of the group and Directors with an external or fresh perspective.
- The size of the board is conducive to effective discussion and efficient decision-making. As Global Health Ltd has a relatively small board, the full board acts as a nomination committee and reviews board memberships including an assessment of necessary and desirable competencies, particularly in consideration of appointments and removals.
The Managing Director and Chief Financial Officer have to make the following certifications to the board:
- That the company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the company and group and are in accordance with relevant accounting standards.
- That the above statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board and that the company’s risk management and internal compliance and control is operating efficiently and effectively in all material respects
The board has adopted specific principles in relation to Directors’ independence. These state that to be deemed independent, a Director must be a Non-Executive and:
- Not be a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company.
- Within the last three years, not have been employed in an executive capacity by the company or any other group member or been a Director after ceasing to hold any such employment.
- Within the last three years not have been a principal of a material professional advisor or a material consultant to the company or any other group member, or an employee materially associated with the service provided.
- Not be a material supplier or customer of the company or any other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer.
- Must have no material contractual relationship with the company or a controlled entity other than as a director of the group.
- Not have been on the board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the company.
- Be free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the company.
Independent professional advice
Each director is entitled to seek independent professional advice at the expense of the company in carrying out his duties as a Director. Prior to obtaining such advice, if at the expense of the company, the Chairman will be advised of the matter and an estimate of the cost.
The board does not have a separate remuneration committee due to the small number of board members. Consequently the issue of remuneration is under the control of the board which has the responsibility of reviewing and approving remuneration of the executive team and other executives of the group. Remuneration levels will be competitively set to attract the most qualified and experienced Directors and senior executives. Where necessary the board will obtain independent advice on the appropriateness of remuneration packages and obtain any necessary shareholder approvals. The amount of remuneration for all Directors is detailed in section the Directors’ report.
Payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders. The Board expects that the remuneration structure implemented will result in the company being able to attract and retain the best executives to run the company. It will also provide executives with the necessary incentives to work to grow long term shareholder value.
Monitoring of the board’s performance
The board has adopted a code of conduct for Directors in keeping with the company’s desire to remain a good corporate citizen and appropriately balance, protect and preserve all stakeholders’ interests.
In order to ensure that the board continues to discharge its responsibilities in an appropriate manner, the Chairman reviews the performance of all Directors annually.
Continuous Disclosure Policy
This policy formally sets out the Company’s long-standing practices in relation to its continuous disclosure obligations under the ASX Listing Rules.
- To ensure the Company’s compliance and adherence with the relevant ASX Listing Rules pertaining to continuous disclosure.
ASX Listing Rules
- Continuous disclosure obligation – ASX Listing Rule 3.1 provides:
Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities, the entity must immediately tell ASX that information.
- Exceptions – ASX Listing Rules 3.1A provides that the obligation above does not apply where:
3.1A.1 one or more of the following 5 situations applies:
- it would be a breach of a law to disclose the information;
- the information concerns an incomplete proposal or negotiation;
- the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
- the information is generated for the internal management purposes of the entity; or
- the information is a trade secret; and
3.1A.2 the information is confidential and ASX has not formed the view that the information has ceased to be confidential; and
3.1A.3 a reasonable person would not expect the information to be disclosed.
- False market – ASX Listing Rule 3.1B
If ASX considers that there is or is likely to be a false market in an entity’s securities and asks the entity to give it information to correct or prevent a false market, the entity must immediately give ASX that information.
The Company has and will continue to comply with its continuous disclosure obligations by:
- immediately notifying ASX of the required information under Listing Rule 3.1 where none of the exceptions in Listing Rule 3.1A apply;
- in the case where any exceptions in Listing Rule 3.1A apply, notifying ASX of the required information under Listing Rule 3.1 as soon as the exceptions cease to apply;
- providing all information requested by ASX under Listing Rule 3.1B;
- ensuring factual accuracy of all information provided under Listing Rules 3.1A and 3.1B;
- ensuring the information provided to ASX is complete and unambiguous;
- ensuring the information is not provided to any broker, analyst, investor or the media prior to disclosing the information to ASX; and
- publishing the information on the Company’s corporate website after receiving confirmation from ASX that the announcement has been released to the market.
Securities Trading Policy
This policy applies to all dealings in the Company’s securities by directors, key management personnel and employees of the Company and its wholly-owned subsidiaries (referred to as “Key Persons”).
The purpose of the Policy is to ensure compliance with ASX Listing Rule 12.9 and that Key Persons are aware of the legal restrictions on trading in the Company’s securities while in possession of unpublished price-sensitive information relating to the Company and to impose certain closed periods during which trading is prohibited.
Key Persons must not engage in insider trading or short term or speculative dealings in the Company’s securities.
Who is covered by this Policy
This policy applies to the Company’s Key Persons which include all Directors, executive employees, contractors and consultants of the Company and its wholly-owned subsidiaries and also extends to all dealings by Key Persons’:
- (a) spouses and partners;
- (b) dependents under the age of 18 years; and
- (c) related parties (as defined in the Corporations Act 2001).
All Key Persons should ensure that all transactions in the Company’ securities which may be issued from time to time comply with:
- (a) the Corporations Act 2001 and Regulations (particularly the insider trading provisions); and
- (b) the ASX Listing Rules (particularly the continuous disclosure requirements in Listing Rule 3.1 and the disclosure of Director’s interests in accordance with Listing Rule 3.19A).
The principal insider trading prohibition in Australian law is contained in s. 1043A of the Corporations Act which prohibits a person in possession of inside information relating to a company from dealing or procuring another person to deal in any way with financial products, shares, options or other securities issued by that company or issued or created over the company’s securities by third parties.
Inside information is information that:
- (a) is not generally available to the public; and
- (b) if it were generally available, would or be likely to have a material effect on the price or value of the Company’s securities.
The penalties for breach of the statutory prohibitions can be either criminal or civil or both. At the time of drafting of this policy, criminal penalties can be imprisonment for up to five years, a fine of up to $220,000, or both, while civil penalties may be a fine of up to $200,000 for an individual.
Dealings in the Company’s Securities by Key Persons
Key Persons are not permitted to deal in the Company’s securities during Prohibited Periods.
Prohibited Periods for the purposes of this Trading Policy are:
(a) Closed Periods, being:
- (i) the ten (10) trading day period immediately leading up to the day of the announcement of the Company’s Half-yearly and Annual Reports and two (2) trading days after these Announcements are made; and
- (ii) the five (5) trading day period prior to the anticipated release of price sensitive information/results; and
(b) additional periods when Key Persons are not allowed to trade which are imposed by the Company from time to time particularly when the Company is considering matters which are subject to Listing Rule 3.1A.
Key Persons must not grant a lender any security interest over the Company’s securities they hold without the prior written consent of the Company.
A Key Person may trade in the Company’s securities during a Prohibited Period if that
trading falls within one of the following categories of “excluded trading”:
1. transfers of the Company securities already held into a superannuation fund or other saving scheme in which the Key Person is a beneficiary;
2. an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party;
3. where the Key Person is a trustee, trading in the securities of the Company by that trust provided the Key Person is not a beneficiary of the trust and any decision to trade during a Prohibited Period is taken by the other trustees or by the investment managers independently of the Key Person;
4. undertakings to accept, or the acceptance of, a takeover offer;
5. trading under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
6. a disposal of securities of the Company that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement;
7. the exercise (but not the sale of securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a prohibited period and the entity has been in an exceptionally long prohibited period or the entity has had a number of consecutive prohibited periods and the restricted person could not reasonably have been expected to exercise it at a time when free to do so; and
8. trading under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this Policy and where:
- (i) the Key Person did not enter into the plan or amend the plan during a Prohibited Period; and
- (ii) the trading plan does not permit the Key Person to exercise any influence or discretion over how, when, or whether to trade.
Trading with consent
A Key Person who wishes to trade in the Company’s securities during a Prohibited Period (‘Applicant’) must obtain the prior written permission (whether by letter, facsimile, electronic or other form of written communication) of the Chairman and Chief Executive Officer/Managing Director (‘Approvers’) through the Company Secretary.
Where either of the Approvers is the Applicant, such application is to be made to the other of them.
Trading cannot occur prior to the consent or authorisation being provided to the Key Person and must be obtained by the Applicant not less than 2 business days before the proposed trade and shall expire within 10 days (or such other period as may be specified) of being granted.
The Approvers may only grant consent (which can only be in written form, whether by letter, facsimile, electronic or other form of written communication) to trade in the Company’s securites where:
- 1. the Key Person is experiencing severe financial hardship or other exceptional circumstances; and
- 2. the Approvers are satisfied that the Key Person is not in possession of inside information.
- The Approvers have the sole discretion to decide whether the above requirements are met and whether consent to trade should be granted.
Examples of severe financial hardship and exceptional circumstances are:
- (a) severe financial hardship where a Key Person has a pressing financial commitment that cannot be satisfied otherwise than by selling the Company’s securities;
- (b) court order requiring the sale or transfer of the Company securities; or
- (c) any other circumstances deemed to be an exceptional circumstance by the Approvers.
- The application to trade with consent must include:
- (a) the name of the Key Person;
- (b) whether the interest the Key Person’s interest in the Company’s securities is direct or indirect (if indirect, the circumstances giving rise to the interest);
- (c) a statement that the Key Person does not believe he/she is in possession of any Inside Information and is not involved in short term or speculative dealing in the Company’s securities;
- (d) details of the trade including:
- 1. the proposed date of the trade;
- 2. the nature of the trade, eg disposal or acquisition
- 3. the number and type of securities to be traded;
- 4. the amount to be received for the securities; and
- 5. the number of securities held by the Applicant, directly and indirectly, before and after the trade.
The Key Person must confirm with the Company Secretary within 2 business days of the trade that the trade has occurred and provide copies of relevant documentation.
ASX Disclosure Obligations
Key Persons with a substantial shareholding in the Company’s securities (more than 5% of the issued capital) are also required to comply with the substantial shareholding notification provisions of the Corporations Act 2001 when there is a change in their holding. In this instance a notice must be provided to the ASX and to the Company in the prescribed form within 2 business days of the change.
Strict compliance with this Securities Trading Policy is mandatory for all Key Persons as breaches may damage the reputation of the Company in the investment community and undermine confidence in the market for the Company’s securities.
Breaches of the policy will be taken very seriously and will be subject to disciplinary action, including possible termination of employment.
The requirements imposed by this Policy are separate from, and additional to, the legal prohibitions in the Corporations Act on insider trading.
EMPLOYEE CODE OF CONDUCT
This Code of Conduct formally sets out the Company’s expectations of honesty, integrity and fairness in relation to employee conduct in the workplace and when representing the Company externally.
To provide a practical guide to the conduct and ethical standards expected of any person or entity employed or engaged by the Company.
This Code applies to all employees of the Company, including directors, contractors, agents, consultants and any person or entity related to or representing the Company in any way. This includes times outside the immediate workplace or working hours, for example at work functions and conferences, after-hours work activities or when serving in the community on the Company’s behalf (eg. as a volunteer representing the Company).
Code of Conduct
The Company expects all persons to whom the Code applies to:
- act with honesty and integrity at all times by:
• carrying out your duties with proper care and attention;
• dealing fairly with others, including other employees, clients, suppliers, business partners, third parties;
• being accountable for and transparent about your actions and decisions . This includes notifying your manager as soon as you become aware of any issues arising from such actions and/or decisions;
- respect, maintain and enforce strict security, privacy and confidentiality of information of the Company, staff and all other parties which is obtained through the course of your duties or otherwise, in particular all personal information;
- set a good example of courteous, respectful and helpful behaviour towards others;
- cooperate and work as a team with your colleagues and external parties in the best interests of the Company;
- comply with this Code, Corporate Policies of the Company and laws of Australia and all other countries in which the Company does business, so as not to bring the Company’s name and/or reputation into disrepute in any way; and
- report all issues and suspected breaches of the law, this Code or any other Company Corporate Policy as soon as you become aware of them.
This policy sets out the practices and commitment of the Company to achieving diversity in the workplace.
The policy assures all employees that they can feel safe and welcome in a workplace where each employee’s individuality, culture, expertise and talents are respected and valued.
The Company recognizes that there is a lot of benefit in employing and harnessing a broad range of talents and experience and this policy assists the Company to maximize the chances of achieving its corporate goals.
The Company aims to achieve the policy objectives by striving to do the following:
- employing well-qualified people from various backgrounds and cultures
- selecting candidates based on professional and academic qualifications, experience and positive attitude
- promoting a corporate culture which embraces diversity among employees, senior management and the Board, including recruitment of employees and directors from qualified candidates with diverse backgrounds and insights
- practising a corporate culture which not only embraces workplace diversity but also recognises that employees at all levels of the company may have domestic responsibilities
- achieve a good balance of male and female employees from different age groups and at various levels of seniority including at management and Board level
- annual assessment by the Board on the objectives and progress in achieving diversity in the workplace