Ramsay Health Care : ASX Announcement - Corporate Governance Statement & Appendix 4G

ASX RELEASE

21 October 2020

Market Announcements Office

ASX Limited

Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

CORPORATE GOVERNANCE STATEMENT & APPENDIX 4G

In accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3, please find attached the Ramsay Health Care 2020 Corporate Governance Statement and Appendix 4G.

Yours sincerely

Henrietta Rowe

Group General Counsel & Company Secretary

The release of this announcement has been authorised by the Ramsay Health Care Board of Directors.

Corporate Governance Statement 2020

Ramsay Health Care Limited

ACN 001 288 768

Corporate Governance Statement 2020

Ramsay Health Care Limited (Company) is committed to delivering high quality health care services, long-term sustainable growth and shareholder returns. The Board recognises the importance of good governance in achieving these corporate objectives, in discharging its responsibility to the Company and endeavouring to meet the expectations of all stakeholders and in executing the broader role of the Company as a good corporate citizen.

The Company's governance framework is designed to ensure that the Company is effectively managed, that statutory obligations are met and that the culture of personal and corporate integrity - The Ramsay Way - is reinforced. The Company remains steadfast in its commitment to maintaining the culture and principles of The Ramsay Way across all aspects of its business, honouring the architect of The Ramsay Way, the late Mr Paul Ramsay AO.

This Statement outlines the Company's governance framework, policies and procedures as at 30 June 2020 (unless otherwise stated) in accordance with the 3rd Edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Recommendations). The Board continually reviews the Company's governance policies and practices to ensure that they remain appropriate in light of changes in corporate governance expectations and developments. As a result, many of the new suggestions contained in the 4th Edition of the ASX Recommendations are already embedded in the Company's existing governance arrangements, as outlined in this Statement.

1. The Role of the Board

The Board is committed to representing and promoting the Company effectively, thereby adding long-term value to all shareholders. The Board is accountable to shareholders for the oversight of the Company's business and affairs and, as such, is responsible for the overall strategy, governance and performance of the Company.

To clarify the roles and responsibilities of directors and management, and to assist the Board in discharging its responsibilities, the Company has established a governance framework which sets out the functions reserved to the Board and provides for the delegation of functions to Board Committees and to senior management as considered appropriate. These are set out in the Board Charter, which was last reviewed and updated in FY2020, and can be found in the Corporate Governance section of the Company's website (www.ramsayhealth.com/Sustainability/Governance). The Charter review in FY2020 sought to reflect the new Recommendations in the 4th edition of the ASX Recommendations.

The Board is responsible for defining the Company's purpose and approving the Company's values and Code of Conduct, which can be found in the Social section of the Company's website (www.ramsayhealth.com/Sustainability/Social).

The Company's Statement of Delegated Authorities was updated in FY2019 and will continue to be reviewed as required.

2. Governance Framework: The Board and its Standing Committees

The governance framework in place is designed to promote and foster accountability, both of the Board and senior executives, to the Company and its shareholders. The diagram on the next page summarises the Company's governance framework, including the functions reserved for the Board and those carried out by the four standing Board Committees.

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Board

Formally delegated certain functions to Board Committees and to management via formal Board and Committee Charters.

Some of the key responsibilities of the Board include:

• selecting, appointing and evaluating from time to time the performance of, determining the remuneration of, and planning succession of, the Managing Director & CEO (CEO);
• contributing to management's development of corporate strategy and approving corporate strategy, including defining the Group's purpose, setting strategic objectives and approving operating budgets;
• monitoring corporate performance and corporate culture;
• approving the Group's values and Code of Conduct;
• monitoring management's implementation of the Group's strategy, policies and decisions of the Board and promotion of the Group's values; and
• approving the risk appetite within which the Board expects management to operate.

Delegation			Accountability

Audit Committee

Some of the key responsibilities of the Committee include:

• reviewing the Group's financial statements for recommendation to and adoption by the Board;
• reviewing the Group's corporate and financial reporting and disclosure processes;
• considering the effectiveness of the Group's internal control framework; and
• reviewing the scope and adequacy of the external audit and internal audit program.

Global Risk

Management

Committee

Some of the key responsibilities of the Committee include:

• overseeing and advising the Board on high- level risk related matters;
• reviewing and making recommendations to the Board in relation to the risk appetite; and
• reviewing the Group's risk management framework at least annually; and
• reviewing the adequacy and effectiveness of the Group's internal control framework in relation to key risks.

People &

Remuneration

Committee

Some of the key responsibilities of the Committee include:

• reviewing and recommending to the Board employment and remuneration arrangements for the CEO and, on recommendation of the CEO, the Group Chief Financial Officer and other senior executive team;
• conducting reviews of, and monitor the implementation of, the Group's remuneration framework; and
• review the effectiveness of the Group's policies and practices in relation to the attraction, motivation and retention of employees.

Nomination &

Governance

Committee

Some of the key responsibilities of the Committee include:

• reviewing and recommending to the Board the size and composition of the Board, including succession planning;
• approving the measurable objectives for achieving gender diversity; and
• consider with management the Group's main corporate governance policies and practices, as well as the extent
  to which they support the Group's values and culture

Delegation			Accountability

Managing Director,

Group Chief Financial Officer and other Senior Executives

3 Ramsay Health Care | Corporate Governance Statement 2020