Patient information from Sydney IVF

Corporate governance

Sydney IVF Limited in an unlisted, public company with exceptional standards of public accountability and corporate governance.

The board of directors governs Sydney IVF Limited to operate in the field of human reproduction to produce value for the community over the long term. In exercising corporate governance, the board takes responsibility for the strategic direction of the company, appointment of the managing director (to whom executive authority is delegated) setting goals for management, monitoring the achievement of these goals, and ensuring that all obligations to the community are met. The company’s obligations include compliance with legal requirements, observation of sound and consistent ethical principles, and the pursuit of best scientific and social practice.

Specifically, the board will:

  1. approve the vision and strategic direction of the company and ensure that this vision and these strategic goals evolve as required in the interacting realms of business, biology, ethics and the community;
  2. appoint, review and determine the remuneration of the managing director;
  3. monitor the operational and financial performance of the company and approve the financial statements;
  4. regularly review the performance of the board as a whole and of individual members of the board;
  5. ensure that the processes of strategic planning, budgeting and reporting (including information, control and audit systems) are soundly designed, properly conducted, and regularly monitored;
  6. ensure that statutory legal requirements as well as externally and internally generated ethical standards are complied with;
  7. ensure that appropriate risk management procedures are maintained and followed; and
  8. ensure that shareholders and others with legitimate interests have appropriate, reliable and timely information regarding the operations of the company.

Board of Directors

In accordance with the constitution of the company, the board will consist of between four and ten directors with a broad range of diverse and complementary skills and experience. 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.

One third of the board of directors 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 any liabilities incurred by the directors in connection with the company’s affairs to persons other than Sydney IVF Limited or its related bodies corporate.

Conflicts of interest

In accordance with the Corporations Act and the company’s constitution, a director who is in any way, whether directly or indirectly, interested in a matter in which the company has an interest shall 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 of the directors’ 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.

Managing Director’s reports are available for 2002, 2003, 2004.

Shares in Sydney IVF are predominantly held by its doctors (75%). The remaining shares are held mainly by employees and present and past directors.

The company strives to share with shareholders updates on the performance of the organisation on a quarterly basis and at such other times as material events occur.

Doctors who own shares in Sydney IVF

More than 5 percent

  • Prof. Robert Jansen
  • Dr Robert Lyneham
  • Dr Robert Woolcott

Less than 5 percent

  • Dr Warwick Birrell
  • Dr Mark Bowman
  • Prof. Ian Fraser
  • Dr Alison Gee
  • Dr David Greening
  • Dr Chris James
  • Dr Devora Lieberman
  • Dr Mark Livingstone
  • Dr Derek Lok
  • Dr Janelle McDonald
  • Dr Robert Robertson
  • Prof. Peter Russell
  • Dr Jock Schumack
  • Dr David Shelley-Jones
  • Dr Paul Sutherland
  • Dr Nicci Sides
  • Dr Sol Yezerski

Board of Directors

  • Prof. Robert Jansen, MD (Syd), FRACP, FRANZCOG, CREI, OPM (Harvard)
  • Dr Robert Lyneham, MB BS (Hons), LLB, FRCOG, FRANZCOG, CREI, FAICD
  • Mr Rowan Ross, BEc, B Comm, FASCPA, FSIA
  • Mr David Smithers, AM
  • Mr John Sullivan, BEc, FCA, OPM (Harvard)
  • Mr C. Euan Pizzey, Dip Com, FCA, FTIA, CPA

Contact: Mr Tim Holmes, Company Secretary, Sydney IVF Limited, Box 4384, Sydney NSW 2001

Ethics Committee

The Ethics 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.

The terms of reference of the Ethics Committee are to:

  1. comprise a chair and members in such categories as is required by the National Health and Medical Research Council to fulfill all functions required of an institutional Human Research Ethics Committee;
  2. review protocols and progress reports on research conducted by the company, and to report annually as required on these matters to the NHMRC and its committees;
  3. review from an ethical and community perspective all clinical and executive functions of the company, by receiving and reviewing the minutes of executive meetings of the Professional Advisory Board, the Management Committee, the Risk Management Committee, the Best Practice Committee, and the Research and Development Committee;
  4. pay special attention to the processes of consent and agreement by which members of the public are treated or have tests performed at or by the company;
  5. meet at least four times each year, and (at the discretion of the chairman) as requested by members of either the Committee or the executive;
  6. for at least a part of each meeting to consider matters in the absence of executives of the company;
  7. maintain its independence of the company’s operations (including the open disclosure by members to the Chairman of the Committee of any personal or commercial matter that could cause a conflict or an appearance of a conflict with the independent operation of the Committee);
  8. maintain a direct link with the Chairman’s Committee of the Board, including the holding of at least one joint meeting each year;
  9. directly, and without any necessary reference to the executive members of the company, inform the independent directors of any substantial or unresolved concern the Committee may have in relation to any aspect of the company’s conduct of its business.

The membership of the committee comprises:

  • Canon Rev. Dr Ivan Head (Chair)
  • Ms Sandra Dill AM (Layperson)
  • Mr James Lane (Lawyer)
  • Dr Simon Longstaff (Layperson)
  • Hon. Jim Longley (Layperson)
  • Ms Annette McInerney (Counsellor)
  • Rabbi Jaqueline Ninio (Minister of religion)
  • Prof. John E.J. Rasko (Doctor; provide expertise for research under review)
  • Dr Edith Weisberg AM (Doctor; provide expertise for research under review)

Contact: Dr Lindsay Gillan, Secretary (Ethics Committee), Sydney IVF, Box 4384, Sydney NSW 2001

Audit, Risk Management and Compliance Committee

The Audit, Risk Management and Compliance Committee assists the board in fulfilling its responsibilities relating to accounting and financial reporting practices, the management of business and operational risks, and the placement and monitoring of internal controls.

Specifically, the committee:

  1. oversees the integrity and quality of financial information presented to the board;
  2. reviews the independence and appointment of the auditor;
  3. oversees the scope and the quality of the external audit;
  4. evaluates the need for and scope of internal audit processes, taking account of the company’s risk profile;
  5. gains assurance that there are processes in place for appropriate management of identified risks;
  6. ensures that the management of identified risks is monitored through a number of activities including internal and external audits; and
  7. ensures compliance with statutory responsibilities.

Correspondingly, the committee has the following duties and responsibilities:

  1. to review the audit plan with the external auditors in advance;
  2. to determine that no management restrictions are being placed upon the external auditors by inter alia meeting alone with the auditor at least annually;
  3. to evaluate the overall effectiveness of the external audit;
  4. to evaluate the adequacy of the company’s accounting control system by reviewing written reports from the external auditors and monitor the board’s and management’s responses and actions to correct any noted deficiencies;
  5. to review management’s response to the external auditor’s letter prior to remittance of that response;
  6. to review all financial reports to be made public prior to their release;
  7. to review and consult on all significant accounting policy changes;
  8. to review the financial statements contained in the statutory accounts and annual report with the managing director, the finance director and external auditors and recommend acceptance to the board;
  9. to oversee the assessment of the risk profile for the company, to understand the key risks affecting the financial, regulatory and operational exposures of Sydney IVF Limited;
  10. to review the risk management systems for the adequacy of systems to monitor and manage the key risks, by setting prudent limits, and requiring adequate and timely reporting processes;
  11. to review the effectiveness of the policies and procedures designed to minimise risk exposure;
  12. to plan internal audit practices and projects including communicating expectations, approving the scope, monitoring management’s response and assessing the effectiveness of the internal audit;
  13. to prepare a report to the board summarising the work performed by the committee to fully discharge its duties during the year;
  14. to review existence and adequacy of the company’s insurance policies and ensure they are sufficient to cover the nature and value of potential loss from insurable events;
  15. to review management of cash and other assets;
  16. to advise the board on any regulatory compliance and reporting issues likely to affect the company’s financial performance, operation or service; and
  17. each year, to review the terms of reference.

Composition of the committee

The committee consists of at least three directors, each of whom is non-executive, the majority being independent of the senior management and operating executives of the company, and each of whom declares that they are not subject to any relationships that might in the opinion of the board be construed as a conflict of interest.
The board confirms membership of the committee annually and appoints one of the members to chair the committee.  The committee must be chaired by an independent chair who is not chair of the board.

 

The committee has unfettered access to the external auditors and to senior management of the company, and may seek external advice and outsource projects where it deems this necessary.

The committee holds at least three meetings per year and such additional meetings as the chair shall decide in order to fulfill its duties. In addition, the chair calls a meeting of the committee if required to do so by any committee member, the managing director, the board, or the external auditors.

If a committee member cannot attend a meeting, he or she may appoint an alternate for such a meeting. The alternate must be a non-executive member of the board. A quorum consists of a majority of committee members, and the executive provides secretarial assistance to the committee.

Chairman's Committee

Chaired by the chairman of the board and consisting entirely of non-executive directors, the Chairman’s Committee assists the board in fulfilling its responsibilities relating to:

  1. remuneration and human resources policies and practices generally;
  2. remuneration and other terms of employment for executive directors specifically;
  3. executive management succession;
  4. board effectiveness and composition.

The committee thus assures the board of the effectiveness, integrity and compliance of the company’s remuneration policies and practices; ensures that the overall remuneration policy and approach fits the strategic goals of the company; and assists the board in appropriate executive management and board succession planning.

Specifically, the committee must consist of at least three non-executive directors confirmed annually by the board, is chaired by the chairman of the company, has the power to appoint a secretary, and has the following duties and responsibilities:

  1. to make recommendations to the board on the remuneration to be paid to the managing director, including any equity offers;
  2. to make recommendations to the board on the remuneration to be paid to the non-executive directors, including any retirement schemes;
  3. to review and approve the total annual remuneration paid to employees of the company, including any equity offers;
  4. to review and monitor remuneration paid to direct reports to the managing director;
  5. to exercise all of the powers and discretion of the board in relation to equity plans for directors, executives and other officers and employees;
  6. to review board composition and nominations and make recommendations to the board on candidates for appointment as directors;
  7. to review and make recommendations to the board on the operation of the board, including reviewing the performance of the current directors;
  8. to review reports on management succession planning for executive positions;
  9. to review human resource policies and practices for the company; and
  10. each year, to review these terms of reference.

The committee must meet as often as the chairman decides is needed to fulfil its duties. As well, the chairman must call a meeting if asked to do so by the board, by the managing director, or by any of the committee’s members. A majority of members constitutes a quorum.