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1. Introduction
1.1 The Clinical Practice Management Committee is a committee of the board of directors (Board) of Eyecare Partners Limited (Company). 1.2 The Board established the Clinical Practice Management Committee under the Company's constitution. 1.3 This charter sets out the scope of the Clinical Practice Management Committee's responsibilities in relation to the Company and its controlled entities (Group). 1.4 The role of the Clinical Practice Management Committee is not an executive role. 2. Objective The objective of the Committee is to help the Board achieve its objective to ensure the Company: (a) supports its optometrists to ensure their clinical and practice management skills are at the forefront of the profession;3. Performance measurement - responsibilities The Committee is responsible for: (a) approving the key performance measures for practices;3.2 A member of the Clinical Practice Management Committee must not participate in any review or assessment of their own performance or the performance of their practice. 4. Performance improvement -responsibilities The Clinical Practice Management Committee's responsibilities in relation to performance improvement are: (a) develop a programme for performance improvement for each practice identified;5. Investment in equipment and fit out - responsibilities 5.1 The Clinical Practice Management Committee is responsible for: (a) annually reviewing the budgets of practices for equipment investment and fit out;6. Clinical practice management policies and practices 6.1 The Clinical Practice Management Committee will ensure there are effective policies and procedures to ensure: (a) all optometrists fulfil the requirements of their registrations for continuing professional education;6.2 The Clinical Practice Management Committee will report and make recommendations to the Board in relation to: (a) all incidents which involve patient safety and service;7. Commercial practice management policies and practices 7.1 The Clinical Practice Management Committee is responsible for: (a) reviewing and recommending commercial and sales training programmes for practice staff; and8. Other responsibilities The Clinical Practice Management Committee is responsible for doing anything the Board considers appropriate in the context of this charter. 9. Committee composition 9.1 The Clinical Practice Management Committee should comprise: (a) at least three members;9.2 The Clinical Practice Management Committee will appoint its chairperson. The chairperson of the Clinical Practice Management Committee must not be an executive director and must not be the Chairperson of the board of directors, and may be a person who is not a director of the Company. 9.3 The Clinical Practice Management Committee will appoint a secretary. 9.4 While the Company aims to have a Clinical Practice Management Committee of at least the size and composition outlined in paragraphs 9.1 and 9.2 above, this may not always be practicable from time to time given the size of the Board and circumstances of the Group, including the nature of the Group's business. Accordingly, the Board has absolute discretion to determine the appropriate size and composition of the Clinical Practice Management Committee from time to time. 9.5 The Board decides appointments, rotations and resignations within the Clinical Practice Management Committee having regard to its performance and the length of service of the existing Committee members. 9.6 A Clinical Practice Management Committee member may act by their alternate. 10. Committee meetings 10.1 The Clinical Practice Management Committee will meet as often as it considers necessary, but not less than 4 times annually. 10.2 The quorum for a Clinical Practice Management Committee meeting is two Clinical Practice Management Committee members. 10.3 Committee meetings may be held by any technological means allowing its members to participate in discussions even if all of them are not physically present in the same place. A member who is not physically present but participating by technological means is taken to be present. 10.4 The Clinical Practice Management Committee may pass or approve a resolution without holding a meeting in accordance with the procedures (so far as they are appropriate) in section 248A of the Act. 10.5 The Clinical Practice Management Committee may invite anyone it considers appropriate to attend Clinical Practice Management Committee meetings. 11. Minutes of Clinical Practice Management Committee meetings 11.1 The Clinical Practice Management Committee must keep minutes of its meetings. 11.2 Minutes of each Clinical Practice Management Committee meeting must be included in the papers for the next full Board meeting after each meeting of the Clinical Practice Management Committee. 11.3 Minutes must be distributed to all Clinical Practice Management Committee members after the Clinical Practice Management Committee chairperson has approved them. 11.4 Minutes, agenda and supporting papers are available to directors upon request to the Clinical Practice Management Committee secretary, except if a conflict of interest exists. 12. Reporting to the Board The Clinical Practice Management Committee chairperson must report the Clinical Practice Management Committee's findings to the Board after each Clinical Practice Management Committee meeting. 13. Access to information and independent advice 13.1 The Clinical Practice Management Committee may seek any information it considers necessary to fulfil its responsibilities. 13.2 The Clinical Practice Management Committee has access to management to seek explanations and information from management, at the Company's cost. 13.3 The Clinical Practice Management Committee may seek professional advice from employees of the Group and from appropriate external advisers, at the Company's cost. The Clinical Practice Management Committee may meet with external advisers without management being present. 14. Review and changes to this charter 14.1 The Clinical Practice Management Committee will review this charter annually or as often as it considers necessary. 14.2 The Board may change this charter from time to time by resolution. 15. Approved and adopted This charter was approved and adopted by the Board on 28 August 2007. |