The Sirtex Medical Board Charter sets out the role and responsibilities of the Board, the functions reserved to the Board and those delegated to management of the Company.
The Sirtex Medical Board has established three committees to assist in the discharge of its responsibilities. These are the Audit Committee, the Remuneration Committee, and the Risk, Health and Safety Committee. Each committee has a charter detailing its role, duties and membership requirements.
- Board Charter
The role and responsibilities of the Board, the functions reserved to the Board and those delegated to management, have been formalised in the Board Charter.
The prime responsibility of the Board is to oversee Sirtex’s business activities for the benefit of all shareholders. The Board has delegated responsibility for the management of day-to-day business, through the Chief Executive Officer, to executive management. The Chief Executive Officer is accountable to the Board for all authority delegated to executive management. The Board also recognises that the Company has other corporate and community responsibilities. The Company Secretary is accountable to the Board and his or her appointment and removal is a matter for the Board.
- Audit Committee Charter
The purpose of the Audit Committee, as set out in the Audit Committee Charter, is to assist the Board to fulfil its corporate governance and supervisory responsibilities in relation to ensuring:
- The adequacy and reliability of financial and management reporting;
- External reporting complies with statutory, ASX and other requirements;
- An effective and efficient external audit is conducted; and
- Approved internal controls and procedures are established and adhered to.
The Board will appoint members of the Audit Committee. The Committee should comprise of a non-executive chairperson, at least three members, independent directors only, and members who are financially literate. The Chief Executive Officer and the Chief Financial Officer will be routinely invited to attend meetings – unless the Chair of the Committee decides otherwise.
The Audit Committee will meet at least twice per year.
- Remuneration Committee Charter
The role of the Committee, as set out in the Remuneration Committee Charter, is to augment the work of the Board in meeting its governance accountabilities through the development and monitoring of Company remuneration policies and processes and the provision of feedback to the Board and recommendations for action. In particular, it will devise remuneration policies, processes and packages to attract and retain the calibre of staff and directors necessary for the success of the Company and submit these to the Board for consideration. The Committee shall have at least 3 members, all of whom should be non-executive directors and the majority classed as independent. The Chair of the Committee shall be one of the independent, non-executive directors.
- Risk, Health and Safety Committee Charter
The purpose of the Risk, Health and Safety Committee, as set out in the Risk, Health and Safety Committee Charter, is to assist the Board to fulfil its corporate governance and supervisory responsibilities in relation to:
- The adequacy and reliability of risk identification, mitigation and reporting;
- Ensuring that an up to date risk register is kept;
- Ensuring that a risk management plan is prepared and reviewed at least annually;
- Risks to be addressed may include (but are not limited to): regulatory, people & safety, business continuity, governance/legal, reputational, environment and community;
- The adequacy and appropriateness of workplace health and safety policies to ensure the health, safety and wellbeing of members of its staff, contractors and visitors to its premises; and
- Ensuring that the objectives, measures and targets of the company’s diversity policy are appropriate, adhered to and reported on.
The Committee shall have at least 3 members, all of whom should be non-executive directors and the majority classed as independent. The Chair of the Committee shall be one of the independent, non-executive directors. The committee will meet at least twice annually, additional meetings may be held as required.