Risk Management Committee Charter

Transcription

1 Ramsay Health Care Limited ACN Risk Management Committee Charter Approved by the Board of Ramsay Health Care Limited on 29 September 2015

2 Ramsay Health Care Limited ABN Risk Management Committee Charter Page 1 Introduction 3 2 Objectives of the Risk Management Committee 3 3 How the Objectives will be Achieved 3 Clinical Risk 3 Workplace, Health & Safety Risk 4 Operating Environment Risk 4 Monitoring and Management of Risk 4 4 Composition 5 5 Meetings Frequency Calling meetings and notice Advice Report to the Board Quorum and voting Minutes Resolutions Conflicts of interest 6 6 Establishment of subcommittees Subcommittees Subcommittee remit and composition Subcommittee reporting 6 7 Authority and resources available 7 8 Review 7 2 Ramsay Health Care Risk Management Committee Charter

3 Ramsay Health Care Limited ABN Risk Management Committee Charter 1 Introduction This is the charter for the Risk Management Committee (Committee) for Ramsay Health Care Limited (Company or Ramsay) and its subsidiary companies (together the Group). The Company s board of directors (Board) has ultimate responsibility for the oversight of enterprise risk management and satisfying itself that the risk management framework is sufficiently robust and sound. The Board has allocated responsibility for managing the Group s risks as follows: (a) The Board is responsible for managing strategic and political risks (including those associated with merger and acquisition activity). (b) The Audit Committee is responsible for managing direct financial risks to the Company and for matters relating to tax and accounting. (c) The Risk Management Committee is responsible for managing clinical, workplace health and safety and environmental risks across the Group. 2 Objectives of the Risk Management Committee The Risk Management Committee is established by the Board to oversee and drive improvement in risk management practices in relation to the following areas: (a) patient safety; (b) workplace health and safety; and (c) operating environment. In carrying out its duties and responsibilities, the Committee will regularly monitor, assess and manage the effectiveness of the Group s risk management systems and practices through the appropriate review of reports; interviews with management and auditors and if necessary, with the advice of external consultants. The Committee will make recommendations to the Board in relation to the adequacy of the Group s processes for managing risks and will periodically review the Risk Management Framework to satisfy itself that it continues to be sound. The Committee will help to drive a positive culture towards risk management that promotes open disclosure and quality improvement in risk management activities relating to patient safety; workplace health and safety and the environment. The Committee will drive alignment with the principles of The Ramsay Way culture: We take pride in our achievements and actively seek new ways of doing things better. 3 How the Objectives will be Achieved Clinical Risk (a) In relation to the management of the Group s clinical risks the Risk Management Committee will: (i) foster a culture of continuous improvement and best practice by reference to nationally and internationally recognised standards; (ii) monitor the organisation s clinical risk profile and its ongoing and potential exposure to clinical risks; (iii) promote transparency and accountability including open disclosure, and oversee the disclosure of the Group s clinical performance against recognised national and international best practice benchmarks; 3 Ramsay Health Care Risk Management Committee Charter

4 (iv) oversee internal systems to evaluate compliance with corporate policies and to assess whether such policies can be expected to assist the Group to provide consistent, quality, safe and efficient health care services and workplace standards; (v) review policies and facility rules for monitoring and evaluating the effectiveness of visiting medical practitioners and other professional accreditation / credentialing systems throughout the corporate group that meets contemporary national and international clinical governance standards; (vi) oversee management in the implementation of accreditation programmes for all Ramsay Group facilities, so that all facilities achieve and maintain appropriate accreditation status; (vii) oversee management in the monitoring and evaluation of continuous quality improvement systems that are designed to improve performance in the delivery of health care services; (viii) review policies to inform all employees, visiting medical practitioners, patients and contractors of their rights and responsibilities consistent with the risk management framework generally and specific business risk identified from time to time, through readily available information at corporate and facility levels; Workplace, Health & Safety Risk (b) In relation to the management of the Company s workplace, health and safety risks the Risk Management Committee will: (i) monitor the organisation s workplace health and safety risk profile and its ongoing and potential exposure to workplace health and safety risks; (ii) oversee internal systems to evaluate compliance with corporate policies and to assess whether such policies can be expected to provide consistent, quality, safe and efficient workplace health and safety standards; (iii) approve policies to monitor and evaluate systems that identify and manage health and safety risks to maintain the well-being of all employees, visiting medical practitioners, patients, contractors and visitors; Operating Environment Risk (b) In relation to the management of the Group s operating environment risks to: (i) (ii) (iii) (iv) monitor the organisation s environmental risk profile and its ongoing and potential exposure to environmental risks. oversee and review the Group s anti-bribery & corruption policies; and information technology and cybersecurity management policies; review policies to monitor and evaluate systems that identify and manage building and facility risks; oversee and review contingency plans in relation to the management of each of the above risks. Monitoring and Management of Risk (c) In relation to the management of risks generally: (i) (ii) (iii) (iv) (v) oversee and approve the risk management, internal compliance and control policies and procedures of the Group; review the risk management framework at least annually to confirm it is both sound and effective and report to the Board on its findings and recommendations 1 ; oversee the design and implementation of the risk management and internal control systems (including reporting and internal audit systems), in conjunction with existing business processes and systems, to management the Group s material risks; set reporting guidelines for subcommittees and management (as relevant) to report to the Committee on the effectiveness of the Company s management of its material risks, particularly clinical, health and safety and environmental risks, and disclose to the Board the content of those reports as appropriate; establish policies for the monitoring and evaluation of risk management systems to assess the effectiveness of those systems in minimising risks that may impact adversely on the business objectives of the Company; 1 ASX Corporate Governance Council, Corporate Governance Principles and Recommendations (3rd Ed), Recommendation Ramsay Health Care Risk Management Committee Charter

5 (vi) provide guidance to the Board on making the Company s risk management policies and procedures publicly available and, if appropriate, liaise with the General Counsel/Company Secretary and/or the Continuous Disclosure Committee on announcements to the market where material business risks or changes to those risks are likely to have a material impact on the price or value of the Company s securities 2 ; (vii) approve and update as necessary a summary of the Company s policies on risk oversight and management of material risks, to be made publicly available; (viii) contribute to the corporate governance statement in the Company s annual report, as appropriate given Committee policies, reports and results in the reporting period; and (ix) oversee the collection of data and other information to enable the Company to, if considered in the Company s best interests, publicly benchmark its clinical risk management performance against recognised international best practice. 4 Composition (a) The Committee shall comprise at least 3 members, two of whom must be independent non-executive directors. (b) The Committee Chairman must be an independent non-executive director. (c) At least one member of the Audit Committee must be a member of the Committee and vice-versa. (d) The Committee will also comprise: (i) the Managing Director; (ii) the Group Finance Director; (iii) the Group Chief Operations Officer; (iv) Chief Medical Advisor; (v) the Group Chief of Staff; and (vi) the Group General Counsel and Chief Risk Officer. (e) The Board may in its absolute discretion appoint to the Committee an external member who has specialist clinical or any other expertise the Board considers desirable. (f) Other Company senior management may attend Committee meetings by invitation of the Committee, as considered appropriate. 5 Meetings 5.1 Frequency The Committee will meet at least quarterly and as otherwise required. Any Committee member or the secretary may call a Committee meeting at any time. 5.2 Calling meetings and notice A notice of each meeting confirming the date, time, venue and agenda must be forwarded to each member of the Committee at least three (3) working days before the date of the meeting. The notice to members will include relevant and appropriate supporting papers for the agenda items to be discussed. 5.3 Advice The Committee may have access to professional advice from employees within the Company and from appropriate external advisers. The Committee may meet with these external advisers without management being present. 5.4 Report to the Board The Committee Chairman, or delegate, will report to the Board following each meeting. The Committee will report to the Board regularly on those matters it considers material. 2 ASX Listing Rule 3.1, 5 Ramsay Health Care Risk Management Committee Charter

6 The Committee will prepare for approval by the Board any report on the matters set out in Section 3 that may be: (a) required by any listing rule, legislation, regulatory body or other regulatory requirement; or (b) proposed for inclusion in the annual report. 5.5 Quorum and voting The presence of three members, two of whom must be independent non-executive directors, is necessary to constitute a quorum. In the absence of the Committee Chairman or an appointed delegate, the members will elect one of their number as chairman for that meeting. Each member will have one vote and the chairman of the Committee will not have a second or casting vote. 5.6 Minutes Minutes of proceedings and resolutions of Committee meetings will be kept by the secretary. Minutes will be distributed to all Committee members after the Committee Chairman as given the preliminary approval. Minutes, agenda and supporting papers will be made available to any director upon request to the secretary, providing no conflict of interest exists. 5.7 Resolutions Resolutions of the Committee may be made at a meeting of the Committee, or where it is impractical to convene a meeting, by circular resolution in accordance with the procedures set out in the Company s constitution. 5.8 Conflicts of interest Members of the Committee must not vote on any issue in respect of which they have an actual or perceived conflict of interest. 6 Establishment of subcommittees 6.1 Subcommittees The Committee may establish such subcommittees as it considers necessary for it to properly discharge its duties and responsibilities. Such subcommittees may include subcommittees focused on a particular jurisdiction or region in which the Company operates, type of risk or clinical discipline. 6.2 Subcommittee remit and composition The Committee retains full discretion to determine the duties, responsibilities and composition of any subcommittee established in accordance with Section 5.1 and amend or vary such duties, responsibilities or composition as it sees fit. 6.3 Subcommittee reporting Each subcommittee will meet at least quarterly and in any event within one month prior to a scheduled Committee meeting. Following each meeting of a subcommittee, the subcommittee will prepare a risk management report to be considered at the next Committee meeting. The report must be prepared in accordance with the Committee s directions from time to time and be presented in a manner that enables the Committee to: (a) make assessments and judgements; (b) conduct inquires; and (c) gain assurance, that the decisions being made by management are directed towards fulfilling the Committee s objectives, duties and responsibilities. 6 Ramsay Health Care Risk Management Committee Charter

7 7 Authority and resources available The Committee may conduct or authorise a third party to conduct investigations into any activity or function within the RHC Group so far as it relates to the duties and responsibilities of the Committee and is in accordance with this Charter. The Committee is authorised to make recommendations to the Board regarding appropriate action resulting from any such investigation. The Committee will have authority to engage and authorise expenses (subject to the Delegations of Authority Policy) for independent counsel and other advisors as the Committee deems necessary to perform its duties and responsibilities. The Committee will have access to all books, records, facilities and personnel of RHC necessary for the Committee to discharge its duties and responsibilities. 8 Review The Committee will conduct a review of this Charter at least every (2) years to confirm that it continues to reflect the current processes and guidance utilised when assessing the appropriate risk management of the directors and the senior executives. The Board must approve any amendments to the Charter that stem from the review. 7 Ramsay Health Care Risk Management Committee Charter

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