In accordance with the constitution of the Company, the Board will consist of between four and 10 directors. The current Board has a broad range of diverse and complementary skills and experience, specifically a combination of scientific expertise, industry experience, clinical expertise and financial expertise. The Board has adopted a policy of ensuring an appropriate mix of executive and non-executive directors, with the Chairman to be elected by directors from among the non-executive directors.
The Chairman’s Committee assists the Board to review Board composition and nominations and makes recommendations to the Board on candidates for appointment as directors. In recommending potential new directors, and considering the re-election of incumbent directors, the Chairman’s Committee makes recommendations to the Board after carefully considering factors including the following:
- competencies required to ensure that the Board is able to efficiently and effectively fulfil its responsibilities and duties;
- the need to maintain an appropriate balance of skills, experience, expertise and diversity;
- relevant regulatory and statutory requirements;
- the results of reviews of Board performance; and
- the overall mix of functional skills of the members of the Board.
One third of the Board of Directors (excluding the joint or single Chief Executive Officer) retire each year at the annual general meeting and may be re-elected. Directors appointed by the Board between annual general meetings are required by the constitution to retire at the next following annual general meeting, at which they may be re-elected.
In addition to six scheduled full meetings each year, other Board meetings may be held as required and if necessary on short notice. Directors have the right, in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company’s expense in relation to the Company’s affairs, subject to prior written approval of the Chairman, which will not be unreasonably withheld. If the Chairman determines it to be appropriate, such advice will be made available to the other directors.
Under the Company’s constitution, the Company indemnifies its directors, to the extent permitted by law, against liabilities incurred by the directors in connection with the Company’s affairs to persons other than Genea Limited or its related bodies corporate.
Conflicts of interest
In accordance with the Corporations Act and the Company’s constitution, a director who has a material personal interest in a matter that relates to the affairs of the Company is required to declare the nature of the interest at a meeting of directors as soon as practicable after the relevant facts have come to the director’s knowledge. Where the Board believes that a significant conflict exists, the director concerned does not receive the relevant Board papers and is not present at the meeting, or segment of the meeting, at which the item is considered.
Non-executive directors’ compensation
It is the policy of the Board to maintain the remuneration of directors at levels that are consistent with market practice, having regard to the nature of their responsibilities and the size and business activities of the Company. From time to time the Board will seek independent advice on the directors’ appropriate remuneration. Non-executive directors are paid for their services in aggregate not more than the fixed sum last approved at a general meeting of members (shareholders). The directors determine the remuneration to be paid to each non-executive director within this aggregate limit, and in the absence of agreement the aggregate fixed sum is paid to them equally.
Ethical standards of corporate conduct
The Board endeavours to ensure that the directors, officers and employees of the Company act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities, and comply with the Genea Code of Conduct. Directors, officers and employees are expected:
- to comply with the law and the constitution of the Company;
- to adhere to recommendations made by the Company’s independent auditors, the Ethics Committee, and the Professional Advisory Board (PAB);
- to act only in the best interest of the Company and its shareholders taken as a whole;
- to disclose actual or potential conflicts of interest, including any additional direct or indirect commercial relationship with the Company or with the Company’s competitors;
- to be responsible and accountable for all their actions, and to act always with due skill, care and diligence;
- to observe the ethical values of fairness and honesty;
- to respect the dignity of others;
- at all times to respect the privacy and right to confidentiality of the Company’s patients, clients and customers; and
- not knowingly to conceal an error, whether clinical, scientific, clerical or administrative (the reciprocal duty of the Company being a policy not to disadvantage a member of the Company for the making of a mistake).
On 15 August 2012, the Board approved the Genea Diversity Policy. The policy is designed to support and promote the principles of diversity in the workplace and the Board monitors the Company’s overall diversity strategy and policy.
Genea currently reports annually to the Workplace Gender Equality Agency on the policies and business practices Genea has in place for all staff and for women. These policies and business practices either target equal opportunity in the workplace or have resulted in a contribution to that outcome.
Genea is very proud of the gender diversity that exists within the Company. Women comprise 85 per cent of the total Genea workforce and occupy 72 per cent of senior and frontline management positions. Women currently hold three of the senior executive positions on the Genea Executive.