IMPEDIMED LIMITED — Governance Information 2011

Jun 26, 2011

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Monday 27 June 2011

Australian Securities Exchange Announcement

IMPEDIMED DIVERSITY POLICY

Please refer to the attached Diversity Policy.

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Stephen Denaro Company Secretary

Error! Unknown document property name. In Australia: ImpediMed Limited Unit 1, 50 Parker Court Pinkenba, QLD 4008 Phone : +61-7-3860-3700

ASX CODE: IPD

ImpediMed Limited ABN 47 106 092 577 Website: www.impedimed.com

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Diversity policy

Adopted by ImpediMed’s Board on 1 June 2011

Table of contents

1	Preamble and Introduction ------------------------------------------------------------------------	Preamble and Introduction ------------------------------------------------------------------------	1
	1.1	Preamble	1
	1.2	Commitment to diversity	1
	1.3	Purpose	1
2	Diversity ---------------------------------------------------------------------------------------------		1
	2.1	What is diversity?	1
	2.2	Corporate culture	1
	2.3	Diversity commitments	2
	2.4	Implementing Diversity commitments	3
3	Measurable objectives -----------------------------------------------------------------------------		3
	3.1	Setting measurable objectives	3
	3.2	How will the measurable objectives be determined?	3
	3.3	Types of measurable objectives	3
	3.4	Periodic review	3
	3.5	Measurable objectives as key performance indicators	3
4	Annual	disclosure to Shareholders ----------------------------------------------------------------	4
	4.1	Purpose of reporting	4
	4.2	What will be reported?	4
	4.3	Board selection process	4
	4.4	Responsibility	4
5	Nomination Committee ----------------------------------------------------------------------------		4
	5.1	Role of the Nomination Committee	4
	5.2	Internal review	5
6	Remuneration Committee -------------------------------------------------------------------------		5
	6.1	Role of the Remuneration Committee	5
	6.2	Internal review	5
7	Miscellaneous ---------------------------------------------------------------------------------------		5
	7.1	Review of policy	5
	7.2	Endorsement	5
8	Definitions and interpretation ---------------------------------------------------------------------		6
	8.1	Definitions	6
	8.2	Interpretation	6

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ImpediMed Limited

Diversity Policy

1 Preamble and Introduction

1.1 Preamble

The following policy has been developed with a company much larger than the current size of ImpediMed in mind. Accordingly the policy contains a number of aspirational aspects which will not necessarily be capable of achievement in the short term.

The diversity of an appropriate mix of Australian and United States citizens and the appropriate qualifications of all staff are of prime concern at present.

1.2

Commitment to diversity

ImpediMed Limited ACN 47 106 092 577 ( ImpediMed ) is committed to:

• (a) complying with the diversity recommendations published by the ASX by establishing measurable objectives for achieving gender diversity;

• (b) encouraging Diversity among employees, consultants and senior management throughout the ImpediMed Group; and

• (c) keeping shareholders informed of ImpediMed’s progress towards implementing and achieving its Diversity objectives.

1.3

Purpose

The purpose of this policy is to outline ImpediMed’s commitment to fostering a corporate culture that embraces Diversity and, in particular, focuses on the composition of its Board and senior management. The policy also provides a process for the Board to determine measurable objectives and procedures which ImpediMed will implement and report against to achieve its Diversity goals.

2 Diversity

2.1 What is diversity?

Diversity (“Diversity”) includes, but is not limited to, gender, age, ethnicity and cultural background.

2.2 Corporate culture

ImpediMed aims to actively promote a corporate culture that supports Diversity in the workplace, in the composition of its Board and senior management and throughout ImpediMed as a whole.

A corporate culture that embraces Diversity seeks to encourage and facilitate opportunities for the employment of women and people from different backgrounds, provide skills and career

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development initiatives, increase workforce participation and create an inclusive environment where employees feel they are valued.

ImpediMed acknowledges the known corporate benefits that flow from advancing employee and Board diversity, in particular gender Diversity, including identification and rectification of gaps in the skills and experience of employees, enhanced employee retention, greater innovation and maximisation of available talent to achieve corporate goals and better financial performance.

By focusing on Diversity, ImpediMed aims to promote an environment that is conducive to the appointment of suitably qualified employees, senior management and Board candidates so that there is Diversity to maximise the corporate goals of the ImpediMed Group.

2.3 Diversity commitments

In order to foster a corporate environment where employee and Board Diversity are achievable and maintainable, ImpediMed will implement the following Diversity commitments:

• (a) the Board will review and determine, as frequently as required, a Diversity profile that meets the particular needs of the ImpediMed Group, including identifying the skill, experience and expertise requirements set for the Board and senior management necessary to effectively oversee its business and achieve its corporate goals;

• (b) through the Nomination Committee, the Board will seek to ensure that the Diversity profile is a factor that is taken into account in the selection and appointment of senior management and Board candidates and will consider options in order to expand the pool of qualified candidates to select from, including through the use of a professional intermediary to assess candidates to promote appointments in accordance with the Diversity profile, and as deemed appropriate; and

• (c) the Board will seek to identify and consider programs and initiatives that:

• (i) assist in the development of a broader pool of skilled and experienced Board candidates, in particular women, including initiatives focused on skills development, such as executive mentoring programs or more targeted practices relating to career advancement including those that develop skills and experience that prepare employees for senior management or Board positions;

• (ii) assist with enhancing employee retention, in particular that of women from middle management, including programs that foster career development and personal business related skills.

• (iii) assist with minimizing career disruption when employees take time out of the workplace to meet other obligations and attempt to re-enter the workforce,

and, where reasonable, possible and in line with the needs and objectives identified by the Diversity profile, facilitate or permit employees to access such programs or initiatives.

While the key focus of this policy and the ASX recommendations is on promoting the role of women within organisations, ImpediMed recognises that other forms of Diversity are also important and will seek to promote and facilitate of Diversity initiatives throughout the ImpediMed Group beyond simply gender Diversity.

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2.4 Implementing Diversity commitments

The Board will aim to ensure that appropriate procedures and measures are introduced and responsibilities delegated to the Nomination Committee to ensure that ImpediMed’s Diversity commitments are implemented appropriately.

3 Measurable objectives

3.1 Setting measurable objectives

The Board, in consultation with the Nomination Committee, will set measurable objectives for achieving Diversity, in particular gender Diversity, in accordance with this policy and the Diversity profile set by the Board from time to time and will review the effectiveness and relevance of these measurable objectives on an annual basis.

The measurable objectives should identify ways and, where applicable, specify benchmarks against which the achievement of Diversity is measured, in order for the Board to assess and report annually on ImpediMed’s progress towards achieving its Diversity goals.

3.2

How will the measurable objectives be determined?

In order to set meaningful objectives, the Board (in consultation with the Nomination Committee) will assess its current Diversity levels and identify where gaps exist. Measurable objectives will then be developed which are tailored towards improving Diversity in areas where most improvement is needed.

3.3 Types of measurable objectives

ImpediMed acknowledges that there are a number of different types of measurable objectives which may be implemented to assist in meeting its Diversity goals, including:

• (a) procedural and structural objectives – for example, implementing internal review and reporting procedures or ensuring that candidates are interviewed by a diverse selection/interview panel;

• (b) Diversity targets – setting targets for the number of women throughout the ImpediMed Group or to increase the proportion of women within Board and senior management positions and implementing timeframes for this to occur by; and

• (c) initiatives and programs – for example, identifying appropriate initiatives and programs and determining how the initiative will operate, who will be responsible for implementing it and setting a timetable for its introduction.

3.4

Periodic review

As part of the commitment to achieving and maintaining effective Diversity polices, the Board and the Nomination Committee will perform regular reviews of the changes in Diversity throughout the organisation.

3.5

Measurable objectives as key performance indicators

The Board, in consultation with the Nomination Committee, will consider the extent to which the achievement of these measurable objectives should be tied to key performance indicators for the Board, the chief executive officer and other senior management.

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4 Annual disclosure to Shareholders

4.1 Purpose of reporting

ImpediMed acknowledges that reporting to shareholders on its Diversity profile and Diversity objectives facilitates greater transparency and accountability in relation to Diversity matters and that such reporting and transparency has been endorsed by the Board.

It is anticipated that shareholders will have greater confidence in ImpediMed and the Board if they are fully informed of the policies and the measurable objectives which have been implemented to facilitate the performance of the ImpediMed Group.

4.2

What will be reported?

As part of its annual reporting requirements to shareholders, ImpediMed will disclose the measurable objectives set by the Board for achieving Diversity in accordance with the Diversity profile and will report on its progress against those objectives. A copy of these measurable objectives may also be published on ImpediMed’s website from time to time.

The component of ImpediMed’s disclosure on Diversity in its annual report should also include information about:

• (a) the proportion of women employees in the ImpediMed Group;

• (b) the number of women in senior management positions; and

• (c) the number of women on the Board.

The Board will determine the most appropriate method to present this information to ensure that it is accurate and does not falsely represent the participation of women and men within the ImpediMed Group both in terms of members and types of roles, in terms of full time, part time and casual with full time equivalent categories of employees.

4.3

Board selection process

ImpediMed is also committed towards achieving greater transparency of the Board candidate selection and nomination process and may include in its annual report the information about the mix of skills and Diversity which the Board is looking to achieve in membership of the Board as set out in the Nomination Committee charter.

4.4 Responsibility

The Board may delegate these obligations to the Nomination Committee but the Board retains ultimate responsibility for ensuring that these reporting benchmarks are met.

5 Nomination Committee

5.1 Role of the Nomination Committee

The Nomination Committee will be responsible for implementing ImpediMed’s Diversity policy, profile and measurable objectives and for ensuring compliance with this policy. The Nomination Committee will report to the Board as necessary to facilitate compliance.

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The Nomination Committee will also be responsible for reviewing and reporting to the Board, at least annually, the proportion of women and men in the workforce at all levels of the ImpediMed Group, and their relative participants in terms of number and level of positions held.

Additionally, the Nomination Committee will liaise with the Remuneration Committee to assist the Remuneration Committee with its review of gender remuneration for making recommendations to the Board regarding remuneration by gender.

The Nomination Committee will, at the direction of the Board, implement the recommendations of the Remuneration Committee with respect to remuneration by gender, as part of the Nomination Committee’s administration of the Diversity Policy. The Nomination Committee will report to the Board as necessary to facilitate compliance.

5.2 Internal review

An internal review will be undertaken by the Nomination Committee as required to ensure that it remains relevant and appropriate to the ImpediMed Group, to determine the effectiveness of this policy and to recommend changes to correct any identified deficiencies.

6 Remuneration Committee

6.1 Role of the Remuneration Committee

As part of its core role and responsibility for formulating and implementing a Company remuneration policy, the Remuneration Committee will be responsible for reviewing and making recommendations to the Board regarding remuneration by gender.

The Remuneration Committee will report to the Board as necessary to facilitate compliance.

The Remuneration Committee will also be responsible for reviewing and reporting to the Board, at least annually, the proportion of women and men in the workforce at all levels of the ImpediMed Group, and their relative levels of remuneration.

6.2

Internal review

An internal review will be undertaken by the Remuneration Committee as required to ensure that it remains relevant and appropriate to the ImpediMed Group, to determine the effectiveness of this policy with regards to remuneration and to recommend changes to correct any identified deficiencies.

7 Miscellaneous

7.1 Review of policy

External reviews of this policy may be undertaken at the request of the Board.

A copy of this policy (or a summary of it) will be made available on ImpediMed’s website and ASX to the extent necessary.

7.2 Endorsement

ImpediMed is committed to this policy and its implementation and achieving Diversity throughout the ImpediMed Group.

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This policy was adopted by the Board on 1 June 2011.

8 Definitions and interpretation

8.1 Definitions

In this policy: Term Definition ImpediMed means ImpediMed Limited ACN 47 106 092 577. ImpediMed Group means ImpediMed and any subsidiary or related body corporate. ASX means the ASX Limited ACN 008 624 691. Board means the board of Directors of ImpediMed. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of ImpediMed. Diversity has the meaning given to that term in paragraph 2.1. Nomination Committee means the nomination committee established by the Board. Remuneration Committee means the remuneration committee established by the Board.

8.2 Interpretation

Concepts not defined in this policy which are given a meaning in the Corporations Act have the same meaning as in the Corporations Act.

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