IMRICOR MEDICAL SYSTEMS, INC. 28 April 2022
CORPORATE GOVERNANCE STATEMENT
Item | ASX Best Practice Recommendation | Comment | Comply |
Principle 1: Lay a solid foundation for management and oversight | |||
1.1 | A listed entity should have and disclose a board charter setting out:
| The Company's Board Charter which sets out the roles and responsibilities of the Board and Management. It is available for review on the Company's website: https://imricor.com/corporate-governance/ The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board's composition, the establishment, operation and management of Board Committees and details of the Board's relationship with management. | Yes |
1.2 | A listed entity should:
| The Company undertakes checks on any person who is being considered as a director. These checks may include character, experience, education and financial history and background. All security holder releases will contain material information following the guidance contained in the ASX Corporate Governance Principles and Recommendations (4th Edition) about any candidate to enable security holders to make informed decisions regarding the candidate's election or re-election. | Yes |
1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. | The Company has written appointment letters with each of its non-executive directors. The Company has written employment agreement with all of its senior executives. | Yes |
1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. | The Company's Board Charter sets out the roles and responsibilities of the Company Secretary. It is available for review on the Company's website: https://imricor.com/corporate-governance/ The Company Secretary has a direct reporting line to the Board, through the Chair. | Yes |
This Corporate Governance Statement sets out the position of Imricor Medical Systems, Inc. ARBN 633 106 019 (Company) with regards to the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations - 4th edition (Principles and Recommendations).
While the Principles and Recommendations are not mandatory, the Company is required to disclose the extent to which it complies with the Principles and Recommendations in its annual reports.
ASX BEST PRACTICE RECOMMENDATIONS
Item | ASX Best Practice Recommendation | Comment | Comply |
1.5 | A listed entity should: (a) have and disclose a diversity policy;
(B)if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. | The Board has established a Diversity Policy which is available on its website: https://imricor.com/corporate-governance/ However, the policy does not require the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the Company's progress in achieving them. As a relatively small company (amongst those listed on the ASX) and recently admitted to the ASX, the Company has limited resources and only has a small number of employees. The Board will continue to monitor this matter and re-examine its approach having regard to its scale and resources as it grows. The Company has achieved an appropriate level of gender diversity in accordance with its Diversity Policy. There are currently:
| Partly |
Item
ASX Best Practice Recommendation
Comment
Comply
1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.
The Company has a process of periodic evaluation and disclosure for the board, its committees and individual directors, as set out in its Nomination and Remuneration Committee Charter which is available on the Company's website:
https://imricor.com/corporate-governance/
The Board undertook a formal performance evaluation during FY21.
Yes
1.7
A listed entity should:
(a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and
(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.
Under the Company's Board Charter, the Board is responsible for evaluating the performance of the chief executive officer and its senior executives.
Formal reviews were conducted during the reporting period in accordance with this process.
Yes
Principle 2: Structure the board to be effective and add value
2.1
The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are independent directors; and
(2) is chaired by an independent director, and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
(b)if it does not have a nomination
The Company has established a Nomination and Remuneration Committee which shall be responsible for ensuring that its officers and executives are remunerated commensurate with their skills and experience and which is reflective of their performance.
The current members of the committee are Mr Mark Tibbles, Ms Anita Messal and Mr Peter McGregor, all of whom are independent non-executive directors. The Chair of the committee is Mark Tibbles, who is an independent director. The qualifications and experience of the members of the committee are set out in the Company's Annual Report. The number of times the committee met during the reporting period and the individual attendances of the members at those meetings are disclosed in the Company's Annual Report.
The Company has adopted a Charter for the Nomination and Remuneration Committee which sets out the committee's responsibilities, procedures, guidelines and composition. It is
Yes
Item
ASX Best Practice Recommendation
Comment
Comply
committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.
available for review on the Company's website:https://imricor.com/corporate-governance/
2.2
A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.
The Company has a Board skill matrix setting out the mix of skills and diversity that the Board currently in its membership. The Board Skills Matrix is disclosed on the Company's website:https://imricor.com/corporate-governance/
Details of the Directors' skills, experience and meeting attendance will be set out in the Directors' report in each year's Annual Report.
The Board and the Nomination and Remuneration Committee will continue to monitor and review the board skills matrix in order to add further values to the Board.
Yes
2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be independent directors;
(b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and
(c) the length of service of each director.
The Board consists of four Directors, three of whom are considered as independent non-executive directors, being Mr Mark Tibbles, Ms Anita Messal and Mr Peter McGregor.
The Board considers each Non-Executive Director to be independent having regard to the indicia in Box 2.3 in the ASX Recommendations. The Board has considered the holdings of shares in the Company by each Non-Executive Director and is of the opinion that their respective interests in shares would not materially interfere with, or could be reasonably perceived to interfere with, the independent exercise of their judgement in their position as a Director. The Board also considers that Mr Mark Tibbles, Ms Anita Messal and Mr Peter McGregor are otherwise free from any business or other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of their judgement, and that each of these Directors is able to fulfil the role of Independent Director for the purposes of the ASX Recommendations.
Details of the length of service of each director are set out in the Company's Annual Report.
Yes
2.4
A majority of the board of a listed
The Company considers three of the current four
Yes
Item
ASX Best Practice Recommendation
Comment
Comply
entity should be independent directors.
directors to be independent, as mentioned in 2.3 above.
2.5
The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.
The roles of Chair of the Board and Chief Executive Officer of the Company are currently performed by Mr Steve Wedan. The Board considers Mr Wedan to presently be the most appropriate person to serve as Chair given the size of the Board and the Company's stage of development.
No
2.6
A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.
In accordance with the Company's Board Charter, the Board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development. The Company has established a formal program for inducting new directors joining the Board. In addition, the Company is prepared to provide professional development options to directors reasonably requested by all directors.
Yes
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
3.1
A listed entity should articulate and disclose its values.
The Board intends to adopt and disclose a statement of values. It has not yet done so. The senior executive team will be charged with the responsibly of inculcating those values across the business.
No
3.2
A listed entity should:
(a) have and disclose a code of conduct for its directors, senior executives and employees; and
(b) ensure that the board or a committee of the board is informed of any material breaches of that code by a director or senior executive; and
(c)any other material breaches of that code that call into question the culture of the organisation.
The Company's Code of Conduct applies to directors, senior executives and employees.
A copy of the Code of Conduct is available on the Company's website:https://imricor.com/corporate-governance/
The Board will be informed of any material breaches of that code by a director or senior executive and any other material breaches of that code that call into question the culture of the organisation.
Yes
3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.
The Company's Whistleblower Policy applies to all employees.
A copy of the Whistleblower Policy is available on the Company's website:https://imricor.com/corporate-governance/
The Board will be informed of any material
Yes
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Imricor Medical Systems Inc. published this content on 27 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2022 02:13:02 UTC.
