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Frequently Asked Questions

Common things Volpara gets asked by investors.

Investment
How do I invest in Volpara?

To invest in Volpara Health Technologies Limited (“Volpara”), please contact a stockbroker that trades on the Australian Stock Exchange (ASX)The ticker code for Volpara is VHT. 

How do I invest from Australia?

To invest in Volpara, please contact your usual stockbroker. In most stock tracking software, you can use the symbol VHT:ASX. A list of stockbrokers and other information about buying or selling shares on ASX can be found on the ASX website. 

How do I invest from outside New Zealand and Australia?

If you reside outside New Zealand and Australia and want to invest in Volpara, note that Volpara shares can generally only be purchased through an ASXregistered stockbroker. However, you can contact your local stockbroker to see if they have a relationship with an ASXregistered broker. 

How do I manage my shares?

Boardroom Pty Limited maintains Volpara’s share register. BoardRoom can be contacted here. 

Governance
What is your delegation of authority framework?

The Board of Directors has delegated some of its powers to Board committees and other powers to the Company’s executives. The Board Charter outlines the delegations by the Board to the Company’s executives. Separately documented are the permitted delegations from those executives to their direct reports. 

What is the membership, size, and composition of the Board?

The Board consists of seven directors: a non-executive chair, one executive director, and five non-executive directors. The Board has a broad range of medical, legal, IT, financial, sales, business, and other skills and expertise necessary to meet its objectives.

What is the selection process and role of the Chair?

The Chair is elected by the Board of directors. The Chair must be a non-executive director as set out in the Board Charter. The Chair’s role is to manage the Board effectively, to provide leadership to the Board, and to facilitate the Board’s interface with the Chief Executive Officer. 

What do you mean by director independence?

The Board Charter defines an independent director: “A Director is independent if that Director is a non-executive director who is not a member of management and who is free of any business or other relationship that could materially interfere withor could reasonably be perceived to materially interfere withthe independent exercise of their judgement and ability to act in the best interests of the Company and its shareholders generally.” 

For an overview of the Board’s determination of independence of the current Board, please see Volpara‘s most recent Annual Report. 

What are the procedures for nominations and appointment?

The procedures for the appointment and retirement of directors are governed by the company’s Board Charter, supported by the Remuneration and Nominations Committee as documented in the Remuneration and Nominations Committee Charter. The suitability of candidates for appointment is based on certain criteria. When recommending a candidate to act as a director, the Board considers such factors as it deems appropriate, including the experience, skills, knowledge, independence, qualifications, and availability of the candidate and the candidate’s ability to work with other directors. 

Directors receive formal letters of appointment setting out the arrangements relating to their appointment. 

What Board committees are there?

The Board has the following committees: the Audit Committee, the Risk Committee, and the Remuneration and Nominations Committee.  

What is the procedure for retirement and re-election of Board members?

The Board acknowledges and observes the relevant director rotation/retirement rules under Volpara’s constitution and the ASX Listing Rules, meaning that the prescribed number of directors, at a minimum, retire at the Company’s Annual Meeting. 

What is director remuneration?

The maximum annual remuneration able to be paid to non-executive directors is $500,000. The actual amount of fees paid in the past year is set out in the Company’s Annual Report. 

How does the Board access information and advice?

The directors receive materials for Board meetings in advance. Volpara’s Company Secretary is responsible for supporting the effectiveness of the Board by ensuring that policies and procedures are followed and coordinating the completion and dispatch of the Board agenda and papers. 

All directors have access to the senior management team, including the Company Secretary, to discuss issues or obtain information on specific areas relating to items to be considered at board meetings or other areas as they consider appropriate. 

The Board, Board committees, and directors have the right, subject to the approval of the Chair, to seek independent professional advice at Volpara’s expense to assist them in carrying out their responsibilities.  

What is the procedure for director education?

All directors are provided with access to continuing education and are responsible for ensuring they remain current in understanding their duties as directors. 

What is the procedure for directors’ share ownership?

All directors and employees are required to comply with Volpara’s Security Trading Policy. Details of the directors’ shareholdings are included in the Company’s Annual Report. 

What is the procedure for indemnities and insurance?

Deeds of Indemnity have been granted by the Company in favour of the directors in relation to potential liabilities and costs they may incur for acts or omissions in their capacity as directors. Directors and officers liability insurance covers the risks normally covered by such policies arising out of acts or omissions of directors and employees in their capacity as such. 

What is the procedure for Board meetings?

Board meetings are held on a regular basis and additional meetings are held when necessary. At meetings, the Board considers key financial and operational information as well as matters of strategic importance. 

Executives regularly attend Board meetings and are also available to be contacted by directors between meetings. 

Directors who are not members of the committees may attend the committee meetings on occasion. 

What is the procedure for Board performance?

The Board is to annually review its overall performance as well as the performance of its committees, individual directors, and key executives. 

What is the procedure for audit independence?

One of the main purposes of the Audit Committee is to ensure the quality and independence of the audit process. The Chair of the committee and the Chief Financial Officer work with the external auditors to plan the audit approach. All aspects of the audit are reported back to the Audit Committee and the auditors are given the opportunity to meet with the Board without the Company’s executives present. 

Does the Company have a Code of Conduct?

The Company has adopted a Code of Conduct which sets out the ground rules for the way we work at Volpara. The Company places great importance on honesty, integrity, quality, and trust. 

Have a question?

Contact our investor relations team.