Board Charter



The Board of Directors is responsible to Cellmid shareholders for overall business performance and is committed to adding shareholder value.    

The Board’s responsibilities include:  

  • improving the performance of the business through strategy and policy formulation
  • approving the annual budget, strategic plan and major operating plans
  • reviewing and providing feedback on the performance of the CEO
  • reviewing the performance of the Board, directors and committees annually
  • monitoring financial performance and reporting
  • determining policies and ensuring adequate procedures are in place to manage the identified risks
  • ensuring the Board sub-committees are appropriately constituted and performing their functions
  • appointing and determining the accountabilities of the Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Company Secretary

Composition and balance of skills of directors

The Board considers that Cellmid needs directors with a diverse set of skills and relevant experience to ensure the ongoing success of the company. The Board will review its composition from time to time and make the appropriate appointment decisions depending on the needs of the company at the time and to ensure maximum benefit to all stakeholders.   

When appointing new directors, the Board and its nomination committee look to ensure that an appropriate balance of skills, experience, expertise and diversity is maintained. External consultants may be engaged to assist with the selection process as necessary.   

Directors to be re-elected are reviewed by the nominations committee. Directors are re-elected in accordance with the Cellmid Constitution and the ASX Listing Rules. 

The total number of directors permitted by the Cellmid Constitution is not less than three, nor more than nine. The Board considers that the appropriate number of directors in the foreseeable future will range between four and seven, with the precise number at the discretion of the directors. The shareholders at the General Meeting may increase or decrease the total number of directors in accordance with the Cellmid Constitution (Rule 13.1). 

The Chief Executive Officer will be a director of the Company and will also have the title of Managing Director.


Independence of directors

Independent directors are those who can perform their board duties unencumbered by any other business or relationships. The Board believes that the best interests of the Company are served if:

  • a majority of the directors are independent, as determined in accordance with the ASX Corporate Governance Principles, and
  •  the Chairman is an independent director, and therefore, not also the CEO.    
The Board will review annually, and as circumstances determine, whether or not each director is independent. 

The Board also believes that, over time, a renewal of members of the Board is beneficial to the ongoing vitality of the Company and assists in the maximisation of shareholder value. This policy does not apply to the CEO.


Structure of the Board

Cellmid considers that an appropriate balance between Executive and Non-Executive Directors is necessary to maximise shareholder value and ensure the highest standards of corporate governance

It is the intention of Cellmid that the majority of Directors should be Non-Executive Directors, with a broad range of skills, expertise and experience from a diverse range of backgrounds. The Board is currently comprised of the following four members:


Director

Position

Independent (Y/N)

First Appointed

Dr David King

Non-Executive Director & Chairman

Y

2008

Ms Maria Halasz

Managing Director & Chief Executive Officer

N

2007

Mr Bruce Gordon

Non-Executive Director

Y

2015

  Dr Fintan Walton

  Non-Executive Director

Y

2015



Access to independent advice

Directors may obtain independent experts’ advice to enable them to fulfill their obligations, at the expense of the Company and after obtaining the approval of the Chairman.

The Chairman will ensure that the nature of the advice being sought is appropriate and that the party from whom the advice is to be sought has no conflict with the Company. The Chairman will also decide whether the basis of the charge is reasonable and approve for payment all invoices in relation to the advice.