The Board of Medibank is committed to sound corporate governance practices which ensure it meets its obligations and responsibilities to the company, its shareholders and stakeholders. The Board has taken great care to ensure that Medibank has appropriate governance arrangements in place to ensure and promote responsible management and conduct and which meet the reasonable expectations of investors. In doing so the Board has adopted the recommendations of the ASX Corporate Governance Council. The policies which integrate those recommendations into the practices of Medibank are disclosed below.
Corporate Governance Statement
Medibank’s corporate governance practices for the year ended 30 June 2017 are outlined in the Corporate Governance Statement 2017 (extracted from Annual Report 2017)
The Board articulates its roles and responsibilities in its Board Charter, and describes those areas reserved for the Board’s determination. To assist in the performance of its responsibilities, the Board has established four key committees comprising non-executive directors. The membership of the committees is set out in the membership table which is followed by the charter for each committee.
The Board Charter specifies how Medibank and the Medibank Group are governed so as to promote Medibank and protect the interests of shareholders, including Board roles and responsibilities, membership and operations, and decision-making structures.
The Audit Committee charter includes its purpose, role, membership, meetings and performance evaluation process.
The Risk Management Committee charter includes its purpose, role, membership, meetings and performance evaluation process.
The People and Remuneration Committee charter includes its purpose, role, membership, meetings and performance evaluation process.
The Nomination Committee charter includes its purpose, role, membership, meetings and performance evaluation process.
The Investment and Capital Committee charter includes its purpose, role, membership, meetings and performance evaluation process.
The principles and rules by which Medibank Private Limited operates, including the conduct of director and general meetings.
Medibank employees are required to conduct their activities ethically and with integrity. The Board has approved a Code of Conduct which sets out the ethical standards that are expected of all directors, managers, employees and contractors in their dealings with customers, suppliers and each other.
The Share Trading Policy describes restrictions on buying and selling Medibank shares for the Board, executive directors, senior executives and other Medibank employees. Executive directors and senior executives are prohibited from entering into arrangements that protect against the risk of any fluctuation in the value of shares obtained as remuneration.
The Board has established a range of further policies to ensure the maintenance of ethical standards including the protection of whistleblowers under the Whistleblower Policy. Directors, employees and contractors are also required to comply with an Anti-Bribery and Anti-Corruption Policy and Political Donations Policy.
At Medibank we stand ‘for better health’ and take the health, safety and wellbeing (HSW) of our people seriously. The Board has approved a HSW Policy which demonstrates our commitment to driving greater ownership and accountability and integrating HSW into our business to ensure our workplaces are healthy and safe and the wellbeing of our people is supported.
Market disclosure/Shareholder engagement
The Board has established a Disclosure Committee responsible for considering disclosures of potentially market-sensitive information and providing assurance to the Board. The Charter of the Disclosure Committee is in Annxure 1 of the Disclosure and Communication Policy.
Upon listing, the Disclosure and Communication Policy came into effect to ensure that Medibank complies with its continuous disclosure obligations and to support the commitment to effective communication with shareholders.
Medibank acknowledges the positive outcomes that can be achieved through a diverse workforce and recognises and uses its workforces diverse skills and talents. The Board has approved a diversity and inclusion policy.
Company name: Medibank Private Ltd
Registered Office: Level 6, 720 Bourke St, Docklands, 3008
General Counsel and Company Secretary: Mei Ramsay
ACN: 080 890 259
ABN: 47 080 890 259
Bankers: Westpac Banking Corporation
Contact details: firstname.lastname@example.org