PRO MEDICUS LIMITED — Governance Information 2015

Aug 20, 2015

21 August 2015

APPENDIX 4G AND CORPORATE GOVERNANCE STATEMENT

Please find attached a copy of the Pro Medicus (ASX: PME) Corporate Governance Statement and Appendix 4G, lodged with the ASX in accordance with ASX Listing Rules 4.7 and 4.10.3.

Yours faithfully

Clayton Hatch Company Secretary

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:
Pro Medicus Limited
ABN / ARBN:	Financial year ended:
25 006 194 752	30 June 2015

Our corporate governance statement2 for the above period above can be found at:3

☐ These pages of our annual report:

☒ This URL on our website: www.promedicus.com.au/investors/corporategovernance

The Corporate Governance Statement is accurate and up to date as at 21 August 2015 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 21 August 2014

Name of Director or Secretary authorising lodgement: Clayton Hatch, Company Secretary

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND	OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]… and information about the respective roles and responsibilities ofour board and management(including those matters expresslyreserved to the board and those delegatedtomanagement):☒atwww.promedicus.com.au/investors/corporategovernance	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	Alistedentity should:(a)undertake appropriate checks before appointing a person, orputting forward to security holders a candidate for election,as a director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation:☐in our Corporate Governance StatementOR☐at[insert location]	☒an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do with theproper functioning of the board.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐weare an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendationWe havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…of the		We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4
1.5	A listed entity should:(a)have a diversity policy which includes requirements for theboardor a relevant committee of the board tosetmeasurable objectives for achieving gender diversity andtoassess annually both the objectives and the entity's progressin achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving themand either:(1)the respective proportions of men and women on theboard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for these purposes); or(2)if the entity is a "relevant employer" under the WorkplaceGender EqualityAct, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act.	… the fact that we have a diversity policy that complies withparagraph(a):☒in our Corporate Governance StatementOR☐at[insert location]… and a copy of our diversity policy or a summary of it:☒atwww.promedicus.com.au/investors/corporategovernance… and the measurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordance with ourdiversity policy and our progress towardsachieving them:☒in our Corporate Governance Statement OR☐at[insert location]… and the information referred to in paragraphs (c)(1) or(2):☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	… the evaluationprocess referred to in paragraph (a):☒in our Corporate Governance StatementOR☐at[insert location]… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.7	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of its senior executives; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	… the evaluationprocess referred to in paragraph (a):☒in our Corporate Governance StatementOR☐at[insert location]… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 2 -	STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number oftimesthe committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	[If the entity complies with paragraph (a):]… the fact that we have a nomination committee that complies withparagraphs (1) and (2):☐in our Corporate Governance Statement OR☐at[insert location]… and a copy of the charter of the committee:☐at[insert location]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance Statement OR☐at[insert location][If the entity complies with paragraph (b):]… the fact that we do not have a nomination committee and theprocesses we employ to address board succession issues and toensure that the board hasthe appropriate balance of skills,knowledge, experience, independence and diversity to enable it todischarge its duties and responsibilities effectively:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills and diversity that the board currentlyhas or is looking to achieve in its membership.	… our boardskills matrix:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation of why the board is of that opinion; and(c)the length of service of each director.	… the names of the directors considered by the board to beindependentdirectors:☒in our Corporate Governance StatementOR☐at[insert location]… and, where applicable, the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insert location]… and the length of service of each director:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
2.4	A majority of the board of a listed entity should be independentdirectors.	… the fact that we follow this recommendation:☐in our Corporate Governance StatementOR☐at[insert location]	☒an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of a listed entity should be an independentdirector and, in particular, should not be the same person as theCEO of the entity.	… the fact thatwe follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity shouldhave a program for inducting new directorsand provideappropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directorseffectively.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 –	ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, senior executivesand employees; and(b)disclose that code or a summary of it.	… our codeof conduct or a summary of it:☐in our Corporate Governance StatementOR☒atwww.promedicus.com.au/about/code-of-conduct	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 4 –	SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is not thechair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner.	[If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies withparagraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insert location]… and a copy of the charter of the committee:☐at[insert location]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insert location][If the entity complieswith paragraph (b):]… the fact that we do not have an audit committeeand the processeswe employ that independently verify and safeguard the integrity of ourcorporate reporting, including the processes for the appointment andremoval of the external auditor and the rotation of the auditengagementpartner:☐in our Corporate Governance StatementOR☐at[insert location]	☒an explanation why that is soin our Corporate GovernanceStatement
4.2	The board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive from its CEOand CFO a declaration that, in their opinion,the financial recordsof the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fair view of the financial position andperformance of the entityand that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
4.3	A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit.	… the fact thatwe follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity that does not holdanannual general meeting and this recommendation is thereforenot applicable
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1PRINCIPLE 6 –	A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.RESPECT THE RIGHTS OF SECURITY HOLDERS	… our continuous disclosure compliance policy or a summary of it:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	… information about us and our governance on our website:☒atwww.promedicus.com.au/investors/corporategovernance	☐an explanationwhy that is soin our Corporate GovernanceStatement
6.2	A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	… the factthat we follow this recommendation:☐in our Corporate Governance StatementOR☐at[insert location]	☒an explanationwhy that is soin our Corporate GovernanceStatement
6.3	A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders.	… our policies and processes for facilitating and encouragingparticipation at meetings of security holders:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity that does not holdperiodic meetingsof security holders and this recommendationis therefore not applicable
6.4	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 7 –	RECOGNISE AND MANAGERISK
7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk, each ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a risk committee or committeesthatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk management	[If the entity complies with paragraph (a):]… thefact that we have a committee or committees to oversee riskthat complywith paragraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insert location]… and a copy of the charter of the committee:☐at[insert location]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insert location][If the entity complies withparagraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes we employ for overseeing our riskmanagement framework:	☐an explanationwhy that is soin our Corporate GovernanceStatement
7.2	framework.The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound; and(b)disclose,in relation to each reporting period, whether sucha review has taken place.	☒in our Corporate Governance StatementOR☐at[insert location]… the fact that board or a committee of the board reviewsthe entity'srisk management framework at least annually to satisfy itself that itcontinues to be sound:☒in our Corporate Governance StatementOR☐at[insert location]… and that such a review has taken place in the reporting periodcovered by this Appendix4G:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs;or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its risk management andinternal control processes.	[If the entity complies with paragraph (a):]… how our internal audit function is structured and what role itperforms:☐in our Corporate Governance StatementOR☐at[insert location][If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and theprocesses we employ for evaluating and continually improving theeffectivenessof our risk management and internal control processes:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
7.4	A listed entity should disclose whetherit has any materialexposureto economic, environmental and social sustainabilityrisksand, if it does, how it manages or intends to manage thoserisks.	… whether we have any material exposure to economic,environmental and social sustainabilityrisks and, if we do, howwemanage or intend to manage those risks:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 8 –	REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee that complies withparagraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insert location]… and a copy of the charter of the committee:☐at[insert location]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insert location][If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committee andtheprocesses we employ for setting the level and composition ofremuneration for directors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendation istherefore not applicable
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	… separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is so in our Corporate GovernanceStatementOR☐we are an externallymanaged entityand this recommendationis therefore not applicable
8.3	A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	… our policy on thisissue or a summary of it:☐in our Corporate Governance Statement OR☐at[insert location]	☒an explanationwhy that is so in our Corporate GovernanceStatement OR☐we do not have an equity-based remuneration scheme and thisrecommendationis therefore not applicable OR☐we are an externally managed entity and this recommendationis therefore not applicable

30 JUNE 2015 Corporate Governance Statement

The Board of Directors of Pro Medicus Limited is responsible for the corporate governance of the entity having regard to the ASX Corporate Governance Council (CGC) published guidelines as well as its corporate governance principles and recommendations. The Board guides and monitors the business and affairs of Pro Medicus Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

The table below summaries the Group's compliance with the CGC's recommendations.

RecommendationPrinciple 1 - Lay solid foundations for management and oversightA listed entity should disclose:a)roles and responsibilities of its board and management; andb)those matters expressively reserved to the board and those1.1delegated to management.A listed entity should:a)undertake appropriate checks before appointing a person, or puttingforward to security holders a candidate for election, as a director;andb)provide security holders with all material information in itspossession relevant to a decision on whether or not to elect or re1.2elect a director.A listed entity should have written agreement with each director and senior1.3executive setting out the terms of their agreement.
	Comply
	Yes/No
	Yes
	Yes
	No
The company secretary of a listed entity should be accountable directly to the
board, through the chair, on all matters to do with the proper functioning of1.4the board.	Yes
A listed entity should:
a)have a diversity policy which includes requirements for the board ora relevant committee of the board to set measurable objectives forachieving gender diversity and to assess annually both theobjectives and the entity's progress in achieving them;b)disclose that policy or a summaryc)disclose as at the end of each reporting period the measurableobjectives for achieving gender diversity set by the board or arelevant committee of the board in accordance with the entity'sdiversity policy and its progress towards achieving them, and either:
1)the respective proportions of men and women on the board, insenior executive positions and across the whole organisation(including how the entity has defined "senior executive" forthese purposes); or2)if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "Gender Equality
1.5Indicators", as defined in and published under that Act.A listed entity should:	Yes
a)have and disclose a process for periodically evaluation theperformance of the board, its committees and individual directors;andb)disclose, in relation to each reporting period, whether a performance
evaluation was undertaken in the reporting period in accordance1.6with that process.	Yes
A listed entity should:
a)have and disclose a process for periodically evaluating theperformance of its senior executives; andb)disclose, in relation to each reporting period, whether a performanceevaluation was undertaken in the reporting period in accordance1.7with that process.

Corporate Governance Statement

FOR THE YEAR ENDED 30 JUNE 2015

		Comply
	Recommendation	Yes/No
	Principle 2 - Structure the board to add value
	The board of a listed entity should:
	a)have a nomination committee which:
	1)has at least three members, a majority of whom areindependent directors; and2)is chaired by an independent directors, and disclose
	3)the charter of the committee;
	4)the members of the committee; and5)as at the end of each reporting period, the number of times thecommittee met throughout the period and the individual
	attendances of the members at this meetings; or
	b)if it does not have a nomination committee, disclose the fact and theprocess it employs to address board succession issues and to
2.1	ensure that the board has the appropriate skills, knowledge,experience, independence and diversity to enable it to discharge itsduties and responsibilities effectively.	No
2.2	A listed entity should have and disclose a board skills matrix setting out themix of skills and diversity that the board currently has or is looking to achievein its membership.	Yes
	A listed entity should disclose:
	a)the names of the directors considered by the board to beindependent directors;
	b)if a director has an interest, position, association or relationship ofthe type described in Box 2.3 but the board is of the opinion that it
	does not compromise the independence of the director, the nature
	of the interest, position, association or relationship in question andan explanation of why the board is of that opinion; and
2.3	c)the length of service of each director.	Yes
2.4	A majority of the board of a listed entity should be independent directors.	No
	The chair of the board of a listed entity should be an independent directors
2.5	and, in particular, should not be the same person as the CEO of the entity.A listed entity should have a program for inducting new directors and provide	Yes
	appropriate professional development opportunities for directors to developand maintain the skills and knowledge needed to perform their role as a
2.6	directors effectively.	Yes
	Principle 3 - Act ethically and responsibly
	A listed entity should:
	a)have a code of conduct for its directors, senior executives and
3.1	employees; andb)disclose that code or a summary of it.	Yes
	Principle 4 - Safeguard integrity in corporate reporting
	The board of a listed entity should:
	a)have an audit committee which:
	1)has at least three members, all of whom are non-executivedirectors and a majority of whom are independent directors; and
	2)is chaired by an independent director, who is not the chair ofthe board; and disclose
	3)the charter of the committee
4.1	4)the relevant qualifications and experience of the members ofthe committee; and	No

Corporate Governance Statement FOR THE YEAR ENDED 30 JUNE 2015

	5)in relation to each reporting period, the number of times thecommittee met throughout the period and the individual
	attendances of the members at those meetings; or
	b)if it does not have an audit committee, disclose that fact and theprocesses it employs that independently verify and safeguard the
	integrity of its corporate reporting, including the processes for theappointment and removal of external auditor and the rotation of theaudit engagement partner.
		Comply
	Recommendation	Yes/No
	The board of a listed entity should, before it approves the entity's financialstatements for a financial period, receive from its CEO and CFO a declaration
	that, in their opinion, the financial records of the entity have been properly
	maintained and that the financial statements comply with the appropriateaccounting standards and give a true and fair view of the financial position
	and performance of the entity and that the opinion has been formed on the
4.2	basis of a sound system of risk management and internal control which isoperating effectively.	Yes
	A listed entity that has an AGM should ensure that its external auditor attends
	its AGM and is available to answer questions from security holders relevant
4.3	to the audit.	Yes
	Principle 5 - Make timely and balanced disclosure
	A listed entity should:
	a)have a written policy for complying with its continuous disclosure
5.1	obligations under the Listing Rules; andb)disclose that policy or a summary of it.	Yes
	Principle 6 - Respect the rights of security holders
6.1	A listed entity should provide information about itself and its governance toinvestors via its website.	Yes
6.2	A listed entity should design and implement an investor relations program tofacilitate effective two-way communication with investors.	No
	A listed entity should disclose policies and progress it has in place to facilitate
6.3	and encourage participation at meetings of security holders.A listed entity should give security holders the option to receive	Yes
	communications from, and send communications to, the entity and its
6.4	security registry electronically.	Yes
	Principle 7 - Recognise and manage risk
	The board of a listed entity should:
	a)have a committee or committees to oversee risk, each of which:
	1)has at least three members, a majority of whom are
	independent directors; and2)is chaired by an independent director; and disclose
	3)the charter of the committee
	4)the members of the committee; and5)as at the end of each reporting period, the number of times the
	committee met throughout the period and the individual
	attendances of the members at those meetings; or
	b)if it does not have a risk committee or committees that satisfy (a)
7.1	above, disclose that fact and the processes it employs foroverseeing the entity's risk management framework.	No

Corporate Governance Statement

FOR THE YEAR ENDED 30 JUNE 2015

	The board or a committee of the board should:
	a)review the entity's risk management framework at least annually to
	satisfy itself that it continues to be sound; and
	b)disclose, in relation to each reporting period, whether such a review
7.2	has taken place.	Yes
	A listed entity should disclose:
	a)if it has an internal audit function, how the function is structured and
	what role it performs; or
	b)if it does not have an internal audit function, that fact and the
	processes it employs for evaluation and continually improving
7.3	effectiveness of its risk management and internal control processes.	No
	A listed entity should disclose whether it has any material exposure to
7.4	economic, environmental and social sustainability risks and, if it does, how itmanages or intends to manage those risks.	Yes
	Principle 8 – Remunerate fairly and responsibly
	The board of a listed entity should:
	a)have a remuneration committee which:
	1)has at least three members, a majority of whom are
	independent directors; and
	2)is chaired by an independent director; and disclose
	3)the charter of the committee4)the members of the committee; and
	5)as at the end of each reporting period, the number of times the
	committee met throughout the period and the individual
	attendances of the members at those meetings; or
	if it does not have a remuneration committee, disclose that fact and the
	processes it employs for setting the level and composition of remuneration for
	directors and senior executives and ensuring that such remuneration is
8.1	appropriate and not excessive.	No
	A listed entity should separately disclose its policies and practices regarding
8.2	the remuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives.	Yes
	A listed entity which has an equity-based remuneration scheme should:
	a)have a policy on whether participants are permitted to enter into
	transactions (whether through the use of derivatives or otherwise)
	which limit the economic risk of participating in the scheme; and
8.3	b)disclose that policy or a summary of it.	No

Pro Medicus Limited's corporate governance practices were in place throughout the year ended 30 June 2015.

Structure of the Board

The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors' Report.

The composition of the Board was determined in accordance with the following principles and guidelines:

• The Board should comprise at least four directors and should maintain a majority of non-executive directors, or at least a 50/50 ratio of non-executives and executive directors;
• The Chairperson must be a non-executive director and not occupy the role of CEO;
• The Board should comprise directors with an appropriate range of qualifications and expertise; and
• The Board shall meet monthly and follow meeting guidelines set down to ensure all directors are made aware of, and have available all necessary information, to participate in an informed discussion of all agenda items.

Directors of Pro Medicus Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with – or could reasonably be perceived to materially interfere with the exercise of their unfettered and independent judgement.

In the context of director independence, "materiality" is considered from both the company and individual director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal or less than 5% of the appropriate base amount. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount.

Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors which point to the actual ability of the director in question to shape the direction of the company's loyalty.

In accordance with the definition of independence above, and the materiality thresholds set, the following directors of Pro Medicus Limited are considered to be independent**:**

Name	Position
P T Kempen	Chairman, Non-Executive Director, Chairman Audit Committee
R Lyle	Non-Executive Director

The Board wishes to advise that it continues to maintain responsibility for the actions of the chief executive officer and any tasks delegated to the management by the Board.

The appointment of appropriately skilled Non-Executive Directors, together with a broadly unchanged business base has meant no new director nominations have been required to date.

Executive Directors' Appointment Letters have not been revised in the prescribed format as the board considered this unnecessary given the small number of fairly recently appointed current directors who understand their roles and responsibilities. The board has undertaken that the recommended format should be used for any future director appointments.

Non-Executive Directors and senior executives have a written employment agreement with the Company setting out the terms of their appointment.

Mr. Sam Hupert and Mr. Anthony Hall were directors in Pro Medicus Pty Ltd since incorporation in 1983. Mr. Peter Kempen was appointed in March 2008 and Mr Roderick Lyle was appointed in November 2010.

Company Secretary

The Company Secretary is accountable to the Board on all matters to do with the proper functioning of the Board. The Company Secretary, who is also the Chief Financial Officer, attends all Board meetings and ensures that the business at Board meetings is accurately captured in the minutes of these meetings.

Board Functions

As the Board acts on behalf of and is accountable to the shareholders, it seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board seeks to discharge these responsibilities in a number of ways.

The Board has delegated responsibility for the operation and administration of the group to the Chief Executive Officer and the executive team (as detailed in Note 22). The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Chief Executive and the executive team.

The Board is responsible for ensuring that management's objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved. These mechanisms include the following:

• approval of strategic plans, which encompass the entity's vision, mission and strategy statements, designed to meet stakeholders' needs and manage business risk;
• involvement in developing the strategic plan (a dynamic document) and approving initiatives and strategies designed to ensure the continued growth and success of the entity;
• overseeing implementation of operating plans and budgets by management and monitoring of progress against budget - this includes the establishment and monitoring of key performance indicators (both financial and non-financial) for all significant business processes; and
• utilising appropriately skilled professionals to provide advice on relevant discussion topics and procedures to allow Directors, in the furtherance of their duties, to seek independent professional advice at the Company's expense.

Performance

The performance of the board and key executives is reviewed regularly against both measurable and qualitative indicators. During the reporting period the board conducted performance evaluations that involved an assessment of each board member's and key executive's performance against specific and measurable qualitative and quantitative performance criteria.

The performance criteria against which directors and executives are assessed are aligned with the financial and non-financial objectives of Pro Medicus Limited.

In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the Chairman annually reviews the performance of all Directors who will be asked to retire from the board if not performing in a satisfactory manner.

Diversity

The Group recognises the value contributed to the organisation by employing people with varying skills, cultural backgrounds, ethnicity and experience. Pro Medicus believes its diverse workforce is the key to its continued growth, improved productivity and performance.

We actively value and embrace the diversity of our employees and are committed to creating an inclusive workplace where everyone is treated equally and fairly, and where discrimination, harassment and inequity are not tolerated. While Pro Medicus is committed to fostering diversity at all levels, gender diversity has been and continues to be a priority for the Group.

The Group has established a diversity policy outlining the board's measureable objectives for achieving diversity. This is assessed annually to measure the progress towards achieving those objectives.

The table below outlines the diversity objectives established by the board, the steps taken during the year to achieve these objectives and the outcomes.

Objectives	Steps taken/Outcome
Increase the number of womenin the workforce, including seniormanagement positions and atboard level.	There were no key senior female appointments made duringthe year as there were no key senior appointments madeduring the year.Pro Medicus did not appoint any females in managerial rolesas there were no managerial appointments made during the
	year
	As at 30 June 2015, women represented 20% in the Group'sworkforce (2014:19%), 20% in key executive positions(2014:20%) and 0% at board level (2014:0%)
	Women represented 20% of new hires during the year(2014:67%)

Corporate Governance Statement

FOR THE YEAR ENDED 30 JUNE 2015

	For the upcoming financial year, the Group targets to increasefemale representation in the Group's workforce to 25-30%
Promote an inclusive culture thattreats the workforce with fairnessand respect.	Pro Medicus has set a zero tolerance policy againstdiscrimination of employees at all levels. The company alsoprovides avenues for employees to voice their concerns orreport any discrimination.No cases of discrimination were reported during the year(2014: nil).
Objectives	Steps taken/Outcome
Provide career developmentopportunities for everyemployee, irrespective of anycultural, gender or otherdifferences.	Whilst Pro Medicus place focus on gender diversity, careerdevelopment opportunities are equal for all employees.During the year, representation at training and developmentprograms was based on performance of the employees.

The achievement of the measurable objectives in the current financial year was taken into consideration in assessing bonuses for employees. The Group will continue to review and update the measureable objectives to promote diversity for the upcoming year.

Committees

Due to the small number of Directors, the Board decided it was more appropriate to handle nomination and remuneration issues at full Board level. No Committees for these functions have been established at this time.

In addition the full Board handles any matters as and when they arise concerning environmental issues, occupational health and safety, finance and treasury.

In order to maintain good corporate governance the Non-Executive Directors assume responsibility for determining and reviewing compensation arrangements for the Executive Directors of the Group. The Executive Directors in turn are responsible for determining and reviewing the compensation arrangements for the Non-Executive Directors. The CEO, in conjunction with the full Board reviews the terms of employment for all executives.

The Board has delegated the responsibility of executive remuneration to the management who will assess the appropriateness of the nature and amount of remuneration of such executives on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team.

The Company does not have a policy in regards to whether participants are permitted to enter into transactions (whether through derivatives or otherwise) which limit the economic risk of participating in the scheme, however the Board are in the process of evaluating a policy for such issues.

Strategic planning has been an important objective of the Board. Meetings are scheduled so that all Board members can attend and are conducted in an informal fashion to allow non-executive directors to gain enhanced industry, customer, product and research knowledge.

Audit Committee

The Board has established an audit committee, which operates under a charter approved by the Board.

It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business

Corporate Governance Statement FOR THE YEAR ENDED 30 JUNE 2015

processes. This also includes the safeguarding of assets, the maintenance of proper accounting records, and reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators.

The members of the audit committee are:

P T Kempen Chairman

S A Hupert

A B Hall

R Lyle

The audit committee is also responsible for nomination of the external auditor and reviewing the adequacy of the scope and quality of the annual statutory audit and half yearly audit review.

Due to the small number of Directors, the Committee does not meet the requirements of Recommendation 4.1 as all members of the Board serve on the Audit Committee, whilst the Board Chairman is also the Audit Committee Chairman as his area of expertise is in Accounting and Finance.

The number of meetings held and individual attendance of Committee members at those meetings are disclosed in the Directors Report.

Prior to approval of the Company's annual financial statements, the Board obtains a declaration from the Chief Executive Officer and Chief Financial Officer that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

A representative of the external auditors Ernst & Young will continue to attend the Annual General Meeting and is available to answer questions from security holders relevant to the audit.

Continuous Disclosure Policy

The board has developed a written policy to ensure compliance with the ASX Listing Rules on continuous disclosure and has adopted measures to ensure the market and shareholders are fully informed. The measures in place require all potential market sensitive matters are discussed with the Chief Executive Officer who in conjunction with the Chairman and other relevant directors decide whether to make an appropriate announcement to the market.

Only nominated authorised persons have the authority to release these communications to the ASX. This policy is displayed on the company website.

Shareholder Communication

The Board of Directors aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the Directors. Information is communicated to the shareholders through:

• the annual report which is distributed to all shareholders registered to receive copies;
• through the release of information to the market via the ASX
• the annual general meeting and other meetings so called to obtain approval for Board action as appropriate;
• an up to date website www.promedicus.com.au;
• email contact with registered users; and
• special written communications to shareholders distributed with the dividend notifications.

The company ensures that any material given to a particular group is available to all interested parties via the company website. This includes any material presented at the Annual General Meeting. Shareholders are encouraged to receive communications electronically as requested and can elect to do so through the company's share registry.

A copy of the Corporate Governance Statement is also available of the Company's website – www.promedicus.com.au.

The Company has not yet designed a specific investor relations program to facilitate effective two-way communication with shareholders.

Trading policy

Under the group's security trading policy, an executive, director, or any employee of the group, must not trade in any securities of the parent company at any time when they are in possession of unpublished, pricesensitive information in relation to those securities.

Before commencing to trade, an executive must first obtain the approval of the Company Secretary to do so and a director must obtain approval of the Chairman.

Only in exceptional circumstances will approval be forthcoming inside of the period which is 30 days after:-

One day following the announcement of the half-yearly and full year results as the case may be.

Corporate Governance Statement FOR THE YEAR ENDED 30 JUNE 2015

• One day following the holding of the annual general meeting.
• One day after any other form of earnings forecast update is given to the market.

As required by the ASX listing rules, the Group notifies the ASX of any transaction conducted by directors in the securities of the parent company.

Code of Conduct

The board has developed a "Code of Conduct"" consistent with the recommendations and details are disclosed on the company website.

Risk Management Policies

The Company takes a proactive approach to risk management. The Board is responsible for ensuring that risks are identified on a timely basis and that the Group's objectives and activities are aligned with the risks identified by the Board.

The Company believes that it is crucial for all Board members to participate in this process; as such the Board has not established separate committees for areas such as risk management, environmental issues, occupational health and safety or treasury.

Whilst the Company has not established and internal audit function, it is committed to the identification; monitoring and management of risks associated with its business activities and has included in its management and reporting systems a number of risk management controls, such as:

• Annual budgeting and monthly reporting systems for all operations which enable the monitoring of progress against performance targets and to evaluate trends
• Guidelines and limits on capital expenditure and purchasing authority matrix
• Executive approvals for staffing requirements
• Detailed monthly management reports including cash flow reports, and to identify any foreign currency risks associated with contracts written in and cash being held in foreign currencies

The Company up until late in the financial period was not exposed to any interest rate or significant currency sensitive loans or debts. Given the increase in overseas operations there is now an increased currency risk as a consequence of contracts written in and cash being held in foreign currencies. This change in risk profile has been noted by the board and action is being taken to manage this risk. The Board oversees appropriate backup procedures for important company data. Detailed annual review of insurance policies in force to ensure cover is at appropriate levels to safeguard key executives, Company assets and operations. The Board regularly considers succession planning to ensure staff of appropriate skill and experience are available to the Company.

A review of the Company risk management policy was not undertaken during the year.

The Board does not believe the Company has any material exposure to economic, environmental and social sustainability risks at the present time.