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Board Charter

Board Charter - Capital Chemist Pty Ltd – June 2018

Purpose

This Board Charter (Charter) sets out the role, responsibilities, structure and processes of the Board of Capital Chemist Pty Ltd (CCPL).

Role and Responsibilities

The role of the Board is to provide leadership and strategic guidance for CCPL and its related stores (the Capital Chemist Group (CCG)), in addition to overseeing management’s implementation of CCPL’s strategic initiatives.

The Board is accountable to owners of the member stores of CCG for the performance of the CCG businesses. In performing its role, the Board aspires to excellence in governance standards and places patient outcomes at the forefront of all decisions.

This requires the Board to work as a team and meet on a regular basis.

The key responsibilities of the Board are as follows:

· Approving the strategic direction of CCG and significant strategic initiatives.

· Approving CCPL’s annual Budget and financial statements and monitoring financial performance against forecasts and prior periods.

· Determine fee structures charged to stores under the Administration Fee Agreement (AFA)

· Maintain an ongoing dialogue with member stores to ensure adherence to the CC brand and recommendations and initiatives of CCPL at store level.

· Considering the health impacts of CCG activities, ensuring that consideration of health outcomes are forefront in all decisions made.

· Reviewing and approving fees and remuneration paid to Directors

· Selecting and appointing the Group Business Manager (GBM) or their equivalent.

Role and Delegation to Management

The GBM is responsible for the implementation of strategic objectives for CCPL and CCG on behalf of the Board.

Management of the CCPL’s day-to-day operations is undertaken by the GBM.

Any matters or transactions outside the historical authority of the GBM must be referred to the Board for approval.

Board Size and Composition

The size of the Board is determined by the Constitution of CCPL.

The process for Board Elections is detailed in the Capital Chemist Administration Fee Agreement (AFA).

The Board may nominate 2 additional Board members as specified in the Constitution.

Chairman

The Board will elect one of its members as a Chairman

The Chairman will represent the Board to the public and will communicate the Board’s position.

All Directors will represent the Board’s position to the owners and member stores of CCG.

Company Secretary

The Board will nominate a Company Secretary.

The Company Secretary is responsible for the co-ordination of all Board business, including agendas, board papers, minutes, communication with regulatory bodies, the Australian Securities Exchange and all statutory and other filings.

Board Meetings

The Chairman is responsible, in conjunction with the GBM, for the conduct of all Board Meetings. This includes attendance, agendas and timing.

The Board will meet on the first Tuesday of the month from February to November each year. Other meetings may be held if/when required on an ad hoc basis. The scheduling of meetings may be varied at the Board’s discretion.

The Board can invite other attendees as it sees fit.

Director Independence

The Board collectively, and each Director individually, has the right to seek independent professional advice, subject to the approval of the Chairman, or in the Chairman’s absence, the Board.

Ethical Standards

Board members are expected to observe the highest standards of ethical behaviour.

The Board supports and encourages policies within the Capital Chemist Group which require Directors, partners and employees to observe high standards of personal integrity and display honesty in their dealings.