Genea Limited is an unlisted public company with around 170 shareholders (as at March 2011).
The vast majority of our shareholders are past or present associated doctors, employees and directors of Genea Limited. The company’s constitution describes the manner in which shares in the company can be traded, requiring, with limited exceptions, shares to be first offered to existing shareholders and eligible current doctors and employees.
Our shareholder base differs from most other clinics which are either tightly held by very few or have a significant portion of their shares held by private equity participants.
Shareholder Communications and relevant Company Policies
Developing strategies for communicating effectively with shareholders of the Company and policies that enhance the Company’s corporate governance framework are important priorities for the Board. The Company prepares and issues quarterly Shareholder Updates to shareholders. These updates contain a summary of the Company’s most recent financial results, with discussion and analysis of that information to provide shareholders with regular access to balanced and understandable information about the Company. It also provides an opportunity for the Company to disclose any other information that may be considered price sensitive, as the Company approved the Genea Continuous Disclosure Policy in May 2005 to formally adopt an ongoing disclosure regime (although by law Genea is not currently required to comply with ASIC or ASX disclosure requirements).
The Company will also issue shareholder notices at other times if it considers that information should be disclosed to all participants in the market for shares in the Company. The Company has had in place since May 2006, the Genea Share Trading Policy as directors, officers and employees are subject to the Corporations Act 2001 restrictions on applying for, acquiring and disposing of securities in the Company if they are in possession of inside information. The policy has been designed to ensure that all shareholders and other eligible participants may only buy and sell shares once information has been released to all participants who can participate in the market for shares in the Company.
In February 2010, the Company was granted an exemption by ASIC from the operation of Part 7.2 of the Corporations Act 2001. Under this exemption, the Company must operate the market in shares in the Company strictly in accordance with the process set out in the Company’s constitution, and the Company must establish and maintain adequate arrangements to manage any conflicts of interest that arise in relation to any activities undertaken by the Company in the market for shares. The Board approved the Genea Conflicts of Interest Policy in June 2010 which outlines the arrangements in place to manage any conflicts of interest that may arise in relation to any activities undertaken by the Company in the operation of the market for shares in the Company. The Genea Shareholder Communications Policy, approved by the Board in September 2010, summarises the various methods the Company has adopted for promoting effective communication with shareholders. Shareholders may request a copy of this policy at any time from the Company Secretary.