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General

The Board of Directors is responsible for the overall corporate governance of Eyecare Partners Limited, and is committed to the principles underpinning best practice in corporate governance, applied in a manner that meets ASX standards and most appropriately meets the Directors' responsibilities to Shareholders. Whilst the Company will endeavour to comply with all of the guidelines under the ASX Corporate Governance Recommendations, the Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the additional expense of compliance with all the recommendations.

A brief summary of Ruskin's main corporate governance policies and practices is outlined below including:
  • Role of the Board
  • Structure of the Board
  • Responsible decision making and Code of Conduct
  • Safeguarding integrity in financial reporting
  • Timely and balanced disclosure
  • Risk recognition and management
  • Board performance
  • Securities Trading policy
  • Shareholder rights and communications
  • Recognitions of shareholder interests
  • Remuneration responsibility
  • Summary of procedure for selection of External Auditor and rotation of Engagement Partner


Board of Directors

The Board will comprise of both Executive and Non-executive Directors, and will comprise a majority of members who are Non-executive, and a majority of members who are optometrists. The Board will also include members which have a variety of skills and experience and will include members who are appropriately skilled to ensure the Board is able to monitor the integrity of the financial statements of the Company and review and monitor the Company's system of internal financial and operational controls.

The membership of the Board, its activities and composition are subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the Board will include the quality of the individual, experience and achievement, credibility within the Company's scope of activities, intellectual ability to contribute and the ability to undertake Board duties and responsibilities.

The current members of the Board of Directors are:
Finian MacCana - Chairman

Sam Andersen - Managing Director

Tony Larkin - Non-Executive Director

Tony Hanks - Executive Director

Ray Fortescue - Executive Director

Committees of the Board

The Board has established the following Committees:


Remuneration Committee

The Remuneration Committee comprises at least three Members, two of which are Non-executive Directors and a Committee Chairman. The Chairman of the Board is not a member of the Remuneration Committee, however, all Directors are permitted to attend the Committee meetings as observers. The primary responsibility of this Committee is to discharge the Board's responsibilities in relation to remuneration of the Company's executives, including securities and benefit plans.

The proposed members of the Committee are:
Mark Flanders - Chairman

Tony Hanks

Finian MacCana

Audit Committee

The Audit Committee comprises all Board Members, and the Chairman of the Committee is a Non-executive Director with skills and experience in finance and corporate governance. The Chairman of the Board may not be the Chairman of the Audit Committee. The primary responsibility of this Committee is to monitor the integrity of the financial statements of the Company, and to review and monitor the Company's internal financial and operations controls.

The proposed members of the Committee are:
Finian MacCana

Tony Hanks

Raymond Fortescue

Clinical Practice Committee

The Clinical Practice Committee comprises at least three Board Members, one of which must not be an optometrist and one of which must be a Non-executive Director, together with a Committee Chairman. The Chairman of the Board is not the Chairman of the Clinical Practice Committee, however, all Directors are permitted to attend the Committee meetings as observers. The primary responsibility of this Committee is to monitor the strategy and integrity of the clinical operations of the Company, and to review and monitor the Company's plans for clinical leadership and safety of delivery of services.

The proposed members of the Committee are:
Peter Rose - Chairman

Finian MacCana

Tony Hanks

Raymond Fortescue


Role of the Board

The management and control of the business is vested in the Board. The Board's primary responsibility is to oversee the Company's business activities and management for the benefit of Shareholders.

The Board strives to create Shareholders value and ensure that Shareholders' funds are safeguarded. The key responsibilities of the Board include:
  • Corporate governance of the Company including its strategic direction and financial objectives, establishing goals for management and monitoring the attainment of these goals;
  • Reporting to Shareholders and the market (ASX);
  • Approving strategic plans, key operational and financial matters, as well as major investment and divestment proposals;
  • Approving nominations of Directors to the Board and appointment of key executives;
  • Evaluating and rewarding senior management and ensuring executive succession planning;
  • Ensuring that Directors have a good understanding of the Company's business;
  • Ensuring management maintains a sound system of internal controls to safeguard the assets of the Company;
  • Monitoring the performance of the Company;
  • Appointing and removing the Managing Director;
  • Ratifying the appointment and, where appropriate, the removal of the Chief Financial Officer (or equivalent) and the Company Secretary;
  • Receiving and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance, safety and occupational health policies, community and environmental issues;
  • Monitoring senior management's performance and implementation of strategy, and ensuring appropriate resources are available;
  • Approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestures, together with any recommendations from management associated with these activities.


Policies and Procedures


Code of Conduct for directors and senior management

The Company has adopted a code of conduct so as to articulate the high standard of honesty and integrity which is required of directors and senior management, and to encourage the observance of those standards across the Group.


Continuous Disclosure Policy

The Company has adopted a continuous disclosure policy so as to comply with its continuous disclosure obligations once listed on the ASX. The aims of this policy are to:
  • Report continuous disclosure matters to the Board;
  • Assess new information and co-ordinate any disclosure or releases to the ASX, or any advice required in relation to that information, in a timely manner;
  • Provide an audit trail of the decisions regarding disclosure to substantiate compliance with the Company's continuous disclosure obligations; and
  • Ensure that employees, consultants, associated entities and advisers of the Company understand the obligations to bring material information to the attention of the Board.

Share Trading Policy

The Company has adopted a policy that imposes certain restrictions on Directors and employees trading in the securities of the Company. The restrictions have been imposed to prevent trading in contravention of the insider trading provisions of the Corporations Act.


Privacy Policy

The Company has adopted a policy that imposes certain restrictions on the company and its officers in the use of personal data collected in the course of the company's operations. The policy sets out the standards required and the permitted uses of the information, and provides the contact details for the officer in the company whose is responsible for compliance with the privacy policy.