Board composition

In accordance with the constitution of the Company, the Board will consist of between four and 10 directors. The current Board has a broad range of diverse and complementary skills and experience, specifically a combination of scientific expertise, industry experience, clinical expertise and financial expertise. The Board has adopted a policy of ensuring an appropriate mix of executive and non-executive directors, with the Chairman to be elected by directors from among the non-executive directors.

The Chairman’s Committee assists the Board to review Board composition and nominations and makes recommendations to the Board on candidates for appointment as directors. In recommending potential new directors, and considering the re-election of incumbent directors, the Chairman’s Committee makes recommendations to the Board after carefully considering factors including the following:

  • competencies required to ensure that the Board is able to efficiently and effectively fulfil its responsibilities and duties;
  • the need to maintain an appropriate balance of skills, experience, expertise and diversity;
  • relevant regulatory and statutory requirements;
  • the results of reviews of Board performance; and
  • the overall mix of functional skills of the members of the Board.

One third of the Board of Directors (excluding the joint or single Chief Executive Officer) retire each year at the annual general meeting and may be re-elected. Directors appointed by the Board between annual general meetings are required by the constitution to retire at the next following annual general meeting, at which they may be re-elected.

In addition to six scheduled full meetings each year, other Board meetings may be held as required and if necessary on short notice. Directors have the right, in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company’s expense in relation to the Company’s affairs, subject to prior written approval of the Chairman, which will not be unreasonably withheld. If the Chairman determines it to be appropriate, such advice will be made available to the other directors.

Under the Company’s constitution, the Company indemnifies its directors, to the extent permitted by law, against liabilities incurred by the directors in connection with the Company’s affairs to persons other than Genea Limited or its related bodies corporate.

Conflicts of interest

In accordance with the Corporations Act and the Company’s constitution, a director who has a material personal interest in a matter that relates to the affairs of the Company is required to declare the nature of the interest at a meeting of directors as soon as practicable after the relevant facts have come to the director’s knowledge. Where the Board believes that a significant conflict exists, the director concerned does not receive the relevant Board papers and is not present at the meeting, or segment of the meeting, at which the item is considered.

Non-executive directors’ compensation

It is the policy of the Board to maintain the remuneration of directors at levels that are consistent with market practice, having regard to the nature of their responsibilities and the size and business activities of the Company. From time to time the Board will seek independent advice on the directors’ appropriate remuneration. Non-executive directors are paid for their services in aggregate not more than the fixed sum last approved at a general meeting of members (shareholders). The directors determine the remuneration to be paid to each non-executive director within this aggregate limit, and in the absence of agreement the aggregate fixed sum is paid to them equally.

Ethical standards of corporate conduct

The Board endeavours to ensure that the directors, officers and employees of the Company act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities, and comply with the Genea Code of Conduct. Directors, officers and employees are expected:

  1. to comply with the law and the constitution of the Company;
  2. to adhere to recommendations made by the Company’s independent auditors, the Ethics Committee, and the Professional Advisory Board (PAB);
  3. to act only in the best interest of the Company and its shareholders taken as a whole;
  4. to disclose actual or potential conflicts of interest, including any additional direct or indirect commercial relationship with the Company or with the Company’s competitors;
  5. to be responsible and accountable for all their actions, and to act always with due skill, care and diligence;
  6. to observe the ethical values of fairness and honesty;
  7. to respect the dignity of others;
  8. at all times to respect the privacy and right to confidentiality of the Company’s patients, clients and customers; and
  9. not knowingly to conceal an error, whether clinical, scientific, clerical or administrative (the reciprocal duty of the Company being a policy not to disadvantage a member of the Company for the making of a mistake).

Diversity

On 15 August 2012, the Board approved the Genea Diversity Policy. The policy is designed to support and promote the principles of diversity in the workplace and the Board monitors the Company’s overall diversity strategy and policy.

Genea currently reports annually to the Workplace Gender Equality Agency on the policies and business practices Genea has in place for all staff and for women. These policies and business practices either target equal opportunity in the workplace or have resulted in a contribution to that outcome.

Genea is very proud of the gender diversity that exists within the Company. Women comprise 85 per cent of the total Genea workforce and occupy 72 per cent of senior and frontline management positions. Women currently hold three of the senior executive positions on the Genea Executive.

Genea has created a number of Board Committees to assist our Board of Directors to focus on particular topics, manage board workload, and provide opportunities to enable succession and board renewal.

To ensure that we have clarity around our Board Committees and the value they deliver to Genea, each committee operates under a charter that clearly defines the Board Committee's purpose, delegation of authority, reporting requirements and meeting protocols.

The Remuneration and Nomination Committee (RemCo) is a committee of the Board of Directors. Its purpose is to assist the Board in fulfilling its responsibilities by reviewing, advising and making recommendations to the Board in relation to remuneration, setting incentive framework, recommending and nominating Executive Directors, and evaluating the performance of senior management reporting to the CEO and COO (“Executive Team”).

Specifically, RemCo reviews and makes recommendations to the Board on the annual remuneration review outcomes covering fixed and variable remuneration including:
  • Superannuation;
  • Award of equity grants:
  • Review of talent and succession planning for Executive Team; and
  • Monitoring of diversity practices.
The CEO reviews the performance of direct reports including other senior managers and provides an annual update on performance to RemCo for review.

RemCo is composed of three members of the Board of Directors and requires a quorum of three (and any two for adjourned meetings). It meets annually and as required. The CEO and HR Director participate in RemCo meetings specifically related to remuneration and succession planning for the Executive Team, other members of the Executive Team are to attend by invitation to address specific topics where relevant. The CEO, HR Director and senior Executives are excluded from meetings where their individual remuneration is considered.

The Audit & Finance Committee is a committee of the Board of Directors. Its purpose is to assist the Board to monitor and have oversight of audit risk and financial processes. More specifically, the Committee:

  • Oversees the integrity of the group’s statutory financial reports and statements;
  • Reviews the independence and appointment of the auditor; 
  • Oversees the scope and quality of external audit; and 
  • Evaluates the need for and scope of internal audit processes, taking into account the company’s risk profile.

It is composed of three members of the Board of Directors. The Audit & Finance Committee meets at least twice a year and requires a quorum of three (and any two for adjourned meetings). The CEO and CFO participate in Audit & Finance Committee meetings. Other senior Executives are to attend by invitation (e.g. COO and Chief Risk Officer) to address specific topics when relevant.

The Risk and Compliance Committee is a committee of the Board of Directors. Its purpose is to assist the Board to monitor and oversee its compliance processes and other internal control processes. More specifically, the Committee:
  • Sets and reviews processes for identification and management of risks;
  • Ensures that identified risks are properly managed; and
  • Ensures compliance with statutory responsibilities and internal policies.
The Risk & Compliance Committee is composed of three members and requires a quorum of three (and any two for adjourned meetings). The committee meets at least twice a year on the same day as the Audit & Finance Committee. Other required Attendees include the CEO, COO and CRO who participate in the Committee meetings. Other senior Executives are to attend by invitation to address specific topics when relevant.
In addition to our Board Committees, Genea has constituted a number of Advisory Committees. At Genea these Advisory Committees provide ethical and professional guidance to the Board and Management. Each Advisory Committee operates under a charter that outlines its purpose, delegation of authority, reporting requirements and meeting protocols. These Advisory Committees form part of the overall governance structure of Genea.
The purpose of the Medical Practice Committee is to advise on all aspects of clinical care and the interaction of clinicians with management and the company. It is composed of:
  • Dr Robert Woolcott (Chairman)
  • Dr Mark Bowman (Medical Director, Genea)
  • Dr Mark Livingstone (Deputy Medical Director, Genea)
  • Four clinicians rotated and elected (by clinicians) on an annual basis (currently):
  • Dr Tween Low, Dr Anthony Marren, Dr Ying Lee, Dr Rachael Rodgers
  • Two members of management (GM of Fertility and Scientific Director) 
It requires a quorum of:
  • Board member 
  • Medical Director or Deputy Medical Director 
  • Any one clinician
  • Any one member of management

The purpose of the Ethics Committee is to review, and approve, as necessary, policies, clinical trials and ethical practices of Genea in a manner which meets the requirements of the National Health and Medical Research Council (NHMRC) for institutional ethics committees.

It is registered with NHMRC as Genea Ethics Committee – EO 00289. The committee is maintained by the Board of Directors and is composed entirely of men and women who are independent of the Company and who are eminent in the community.

Required Attendees (chair and members need to comprise categories required by NHMRC to fulfill all the functions required of such a committee) 

Current participation is as follows:

  • Chief Risk Officer
  • Embryology Technical Officer (Secretary)
  • Prof John E.J. Rasko (Doctor; provide expertise for research under review)
  • Dr Edith Weisberg AM, past CEO NSW Family Planning Association (Doctor; provide expertise for research under review) 
  • Jonathan Carter, lawyer 
  • Dr Meg Evans PhD, retired CSIRO research scientist; provide expertise for research under review
  • Rev Peter Kurti, Minister of Religion
  • Ms Barbara Ramjan, professional with experience in professional care and ethical decision making 
  • Ron Spackman (Layperson - male)
  • Ms Paula Trigg (Layperson - female)

The Professional Advisory Board meets each year and otherwise as required. Its chair is Professor Mark Bowman.

The Professional Advisory Board’s most obvious and regular function is to accredit specialist doctors to practise at Genea. Other functions include setting and maintaining professional standards.

In practice, the Professional Advisory Board will not act contrary to advice provided by the Ethics Committee but otherwise has the discretion to set treatment policies for approval by the Board of Directors that, together with laws and externally developed regulations, define Genea's clinical boundaries.