Cochlear Limited is committed to high standards of corporate governance for which the Directors are accountable to shareholders. Cochlear has adopted the corporate governance guidelines as published by the Australian Stock Exchange and continues to monitor developments in this area. This statement sets out the guiding principles adopted by Cochlear to achieve sound corporate governance. Cochlear 2011 Annual Report Corporate Governance Section.
The Board, working with senior management, is responsible for overall business performance. It approves Company goals and directions, plans and performance and ensures appropriate policies, procedures and systems are in place. The Board Charter formalises and discloses the functions reserved to the Board and those delegated to management.
The Board has established standing committees as an efficient mechanism for considering detailed issues and making recommendations for consideration by the entire Board. These committees adopt charters setting out the matters relevant to the composition, responsibilities and administration of each committee. Current committees of the Board include:
The Board of Cochlear Limited has established an Audit Committee to consider and review accounting issues, financial reporting, risk management and internal controls. The Audit Committee is guided by the Audit Committee Terms of Reference.
Medical Science Committee
The Board of Cochlear Limited has established a Medical Science Committee to assist the Board discharge its responsibility in relation to the medical aspects of the Company's Cochlear Implant program. The Medical Science Committee is guided by the Medical Science Committee Terms of Reference.
The Board of Cochlear Limited has established a Nomination Committee. The Nomination Committee makes recommendations as to the Board on appointing any new Executive or Non-Executive Directors, taking into account the Board's size, composition and effectiveness. The Nomination Committee is guided by the Nomination Committee Terms of Reference.
Human Resources Committee (formerly known as the Remuneration Committee)
The Human Resources Committee's function is to oversee company remuneration and compensation plans, policies and procedures. The Human Resources Committee monitors, reviews and approves changes to the levels of remuneration received by any executive director and senior executives. The Human Resources Committee is guided by the Human Resources Committee Terms of Reference.
Technology and Innovation Committee
The Board established a Technology and Innovation Committee for the purpose of providing the Board with the understanding of Cochlear's technology programs, priorities and resource allocation. This contributes to the Board's oversight of the technology strategy. The Technology and Innovation Committee is guided by the Technology and Innovation Committee Terms of Reference.
Cochlear's business practices are governed by a series of codes and policies. It is the intention of Cochlear's Board that these codes and policies are understood and strictly adhered to by all relevant parties and that they are reviewed and updated on a regular basis. Codes and policies include:
Code of Business Conduct
Cochlear Limited has a proud reputation for acting with integrity in all of its business dealings. We maintain this reputation by thinking about our behaviour and by taking action that will reflect well on us. The Code of Business Conduct is a guide for all employed by Cochlear Limited, including the Board, management and employees, in the way we do business when representing Cochlear Limited.
Continuous Disclosure Policy
Cochlear Limited has obligations under the Corporations Act and ASX Listing Rules to keep the market fully informed of information which may have a material effect on the price or value of its securities. Cochlear's policy is to strictly comply with these requirements, and Cochlear discharges these obligations by releasing information to the ASX in the form of an ASX release or disclosure of other relevant documents. View the Continuous Disclosure Policy.
Directors, officers and employees of Cochlear (and their associates) are subject to the insider trading prohibitions of the Corporations Act 2001 (Cth). The insider trading prohibitions apply to dealings in securities, including Cochlear securities. Substantial criminal and civil penalties may apply if the insider trading prohibitions are not complied with. View the Trading Policy.
Performance Evaluation of the Board and Key Executives Policy
The Board of Directors of Cochlear Limited has established a Performance Evaluation Process for evaluation of the performance of the Board, Board Committees, individual Directors and key Executives.
Risk Management Policy
Cochlear Limited is accountable to its shareholders for the management of company assets and maximisation of shareholder value. Cochlear's Risk Management Policy provides the framework to manage the risks associated with all the activities of Cochlear Limited.
Shareholder Communications Policy
Cochlear Limited's communication to shareholders is based on openness and honesty. These principals are set out in the Company's Shareholder Communications Policy.
As a global business, Cochlear is committed to providing an inclusive workplace that attracts the best employees to support our growth business. We therefore need people with a diverse range of skills, expertise and diversity in terms of gender, age and ethnicity. To ensure the Company meets its ongoing commitment to diversity, Cochlear has established a Diversity Policy. View the Diversity Policy.