Committees and Charters
As a key component of the Company’s corporate governance regime the Board has established the following Sub-committees:
- Nomination Committee – the role of the nomination committee is to ensure 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 – Audit and Risk Management 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.
- The Remuneration Committee – the Remuneration 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.
The table below summarizes the composition of the Board committees and the status of each director:
|Director||Date Appointed||Executive/ non-executive (NE)||Indep’t Director||Audit and Risk||Remuneration Committee||Nomination Committee|
|Cherrell Hirst||August 2005||NE – Chair||Yes||Member||Member||Chair|
|Scott R. Ward||July 2012||NE||Yes||–||Chair||Member|
|Richard Carreon||May 2015||Executive||Yes||–||–||–|
|Amit Patel||March 2017||NE||Yes||–||–||Member|
|Donald Williams||March 2017||NE||Yes||–||–||Member|
|Judith Downes||April 2017||NE||Yes||Chair||–||Member|
|Gary Goetzke||August 2016||NE||Yes||–||Member||Member|
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.
The Board has established the following committees:
- Audit and Risk Management Committee View File Here
- Remuneration Committee Charter View File Here
- Nomination Committee Charter View File Here
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.
The Board has an established Constitution. This document specifies the rules governing the relationship between and activities of the company, its directors and its shareholders.