The Board and its Committees
The Board carries out an annual evaluation of its own performance in meeting its key responsibilities in accordance with the Board Charter, by undertaking the following activities:
- the Chairman discusses with each director their individual performance and ideas for improvement based on surveys completed by each director assessing their own and each other directors' performance, and
- the Board as a whole discusses and analyses its own performance including suggestions for change or improvement. This includes an assessment of the extent to which the Board has discharged its responsibilities as set out in the Board Charter.
The performance review covers matters such as contribution to strategy development, interaction with management, operation and conduct of meetings, and specific performance objectives for the year ahead. The Board obtains feedback on its performance and operations from key people such as the external auditors.
Each Committee of the Board is required to undertake an annual performance evaluation and report the results of this review to the Board.
Performance evaluation results are discussed by the Board, and initiatives undertaken, where appropriate, to strengthen the effectiveness of the board's operation and that of its Committees. The Board periodically reviews the skills, experience and expertise of its Directors and its practices and procedures for both the present and future needs of the Company.
The Managing Director and Finance Director
The performances of the Managing Director and Finance Director are formally reviewed by the Board annually. The performance criteria include:
- economic results of the Group
- fulfilment of objectives and duties
- and resource management
- promotion of and adherence to Sonic Core Values, Foundation Principles, Federation Model and the concept of
- Medical Leadership
- corporate governance and compliance
- risk management
- feedback from clients and investors
- additionally for the Finance Director, financial leadership and innovation.
Performance evaluation results are considered by the Remuneration and Nomination Committee in determining the level and structure of remuneration for the Managing Director and Finance Director.
The Managing Director evaluates key executives at least annually with qualitative and quantitative measures against agreed business and personal objectives. These business and personal objectives are consistent with those used in the performance reviews for the Managing Director and Finance Director.
Equity Incentive Plans
Sonic Healthcare currently has two plans under which equity based remuneration can be issued, the Sonic Healthcare Employee Option PlanOpens in new window
and the Sonic Healthcare Performance Rights PlanOpens in new window. Individual grants under either plan may have additional vesting conditions or other variations as determined by the Sonic Healthcare Board of Directors.