Pain Relief, Pain management, Asthma Management, COPD Management, Oxygen equipment, Penthrox, Penthrane, Melbourne, Australia |
|
Corporate Governance |
 |
|
Products |
|
|
 |
Click here to contact us for further information.
|
|
|
|
The Board of Directors is ultimately responsible for all matters relating to the running of MDI and is committed to implementing the highest standards of corporate governance.
The Board's role is to govern the organisation rather than manage it. It is the purpose of senior management to manage the organisation in accordance with the direction of the Board. The Board is responsible for:
- setting the goals of the company, including short-term, medium-term and long-term objectives;
- providing the overall strategic direction of the company;
- appointing and approving the terms and conditions of the Chief Executive Officer and reviewing his or her ongoing performance;
- endorsing the terms and conditions of senior executives through the Remuneration Committee;
- establishing and determining the powers and functions of the committees of the board, including the Audit & Risk Committee and the Remuneration Committee;
- reviewing the Board's structure and performance from time to time and making decisions on new appointments to the Board;
- approving the annual budget and long-term budgets;
- approving all mergers and acquisitions, and property acquisitions and disposals;
- the issue of any shares, options, equity instruments or other securities in MDI or its subsidiaries;
- determining the ethos of the company and ensuring that the group adheres to appropriate standards and values and applicable laws;
- representing the interests of shareholders.
- To assist in the execution of these responsibilities, the Board has two Board Committees, being:
- an Audit and Risk Committee (Mr I Kirkwood & Mr M Van Ryn); and
- A Remuneration Committee (Mr D Williams & Mr A McCallum).
All other functions of the Board will be dealt with by the Board as a whole. However, from time to time, the Board may determine to establish specific purpose sub-committees to deal with specific issues.
Share trading
The Board has adopted a share trading policy for directors and officers of the company. The Policy regulates dealings by MDI directors, officers and employees in MDI securities.
Remuneration policy
The Board continues to set remuneration at a level that will attract directors and executives of high calibre. The two key elements are:
- base salary and fees, which are determined by reference to the market rate based on payments at similar sized companies in the industry; and
- performance incentives, which have two components - short term incentives based on achieving key performance indicators during the year and payable in cash, and long-term incentives payable in equity, the value of which depends on the share price of the company.
The Remuneration Committee determines the salary package of the company's senior executives and reviews the compensation of the non-executive directors on an annual basis. Changes are approved by the Board as a whole.
The Board aims to ensure there is a strong link between company performance and remuneration and believes that the use of performance incentives ensures that company performance is reflected in the quantum of payments made to executives. Performance metrics are selected to ensure that the interests of management are aligned with those of shareholders. For short term incentives, key metrics are net profit after tax, used to directly link company earnings and cash bonuses, and other operational measures, the achievement of which provides the basis for future growth and profitability.
In order to explicitly link incentives to long term shareholder wealth, the Board has granted a contractual right to share options to the CEO under the Chief Executive Share Option Plan, and to senior management under the Senior Manager Share Option Plan.
ASX Corporate Governance Best Practice Recommendations
The standards and conduct adopted by the Board reflect, where applicable, the standards for Corporate Governance as provided in the ASX Corporate Governance Principles established by the ASX Corporate Governance Council.
The following sections summarise MDI's compliance with these principles. Unless explicitly stated otherwise, the directors believe MDI complies with the Corporate Governance Council's recommendations.
Principle 1: Lay solid foundations for management and oversight
Duties of the Board and of management are clearly segregated and stated in the company's corporate governance manual. The Board's role and responsibilities are also summarised above.
Principle 2: Structure the Board to add value
The directors believe that the composition, size and commitment of the Board will allow it to effectively discharge its responsibilities and duties. To this end, currently four of the five Board members are independent under the definition of the council. Furthermore, while the Chairman, Mr Williams is not considered independent under the Council definition, the Board does not believe that Mr Williams being a substantial shareholder has had or will have any adverse impact on the conduct of MDI's affairs or the representation of the interests of other shareholders.
To further ensure directors can fulfill their obligations, the Board has adopted a policy, contained in the company's corporate governance manual that allows directors to take independent professional advice, at the expense of the company.
The Board does not have a nomination committee and thus does not comply with recommendation 2.4 (or the parts of recommendation 2.5 that require the charter and policies of the nomination committee to be publicly available) but such a committee is considered to be unnecessary given the size of the Board. All potential directors will be carefully considered by the Board as a whole.
Principle 3: Promote ethical and responsible decision-making
The Board actively promotes ethical and responsible decision-making. It promotes an appropriate code of conduct for directors and key executives but does not believe given the size of the company and the resources available to it, that a formalised policy on the responsibility and accountability of individuals for reporting and investigating reports of unethical practices is necessary.
The Board has implemented and disclosed a share trading policy which limits trading to 'trading windows' after the release of half-year and annual results. The directors are aware of their responsibility to communicate any share trading to the company, and the company notifies the ASX of any share transactions within the allowed five business days.
Principle 4: Safeguard integrity in financial reporting
The Board has ensured there is a structure in place to independently verify and safeguard the integrity of the company's financial reporting.
As identified above, the Board has established an audit committee comprised of two non-executive directors. While this is less than the three required by recommendation 4.3, the Board believes a three member committee is impractical given the overall size of the Board. The Committee's Charter is contained within the company's Corporate Governance manual.
The Chief Executive Officer and the Chief Financial Officer are required to state in writing to the Board that the company's financial reports present a true and fair view.
Principle 5: Make timely and balanced disclosures
The company has put in place mechanisms designed to ensure compliance with the ASX Listing rules and Corporations Law requirements regarding continuous disclosure. The corporate governance manual details the company policy and all management staff are made aware of it. The company is committed to ensuring all market participants have equal access to information and so updates and presentations continue to be provided to the ASX and posted on this website. If a presentation contains information that is not public and may have a material effect on the share price, the material is sent to the ASX prior to the presentation being made.
Principle 6: Respect the rights of shareholders
The Board of Directors aims to ensure that shareholders are informed of all major developments affecting MDI in a timely manner. Information is communicated in a variety of ways including:
- A half-yearly report containing summarised financial information and a review of operations
- An annual report with detailed financial information and review of the operations of the company and future outlook
- Updates on operations and developments
- Latest news and announcements on this website
The external auditor is required to attend the annual general meeting and is available to answer questions.
Principle 7: Recognise and manage risk
The management of risk is considered by the Audit Committee. The Chief Executive Officer and Chief Financial Officer state to the Board in writing that there is a sound system of risk management and internal compliance and control within the company.
Principle 8: Encourage enhanced performance
The directors have continued to focus on issues relating to growth and strategic direction. As such, recommendation 8.1 is not followed; the Board has instead used regular informal assessments to evaluate its performance.
Principle 9: Remunerate fairly and responsibly
The Board has established a remuneration committee to ensure directors and executives are remunerated appropriately. The committee reviews remuneration packages at least annually in the light of market conditions and the performance of the company. This report includes details on the current remuneration of directors and executives including how performance conditions for performance related payments are chosen and assessed.
"Rules of ESOP"
Principle 10: Recognise the legitimate interests of stakeholders
The Board is of the opinion that without formalising a code of conduct, as required by recommendation 10.1, the company nonetheless complies with its legal and other obligations to legitimate stakeholders. The Board will continue to review this position and may implement such a code in the future.
|
|
|
|
Pain Relief / Analgesia
