This Board Charter (Charter) sets out the role,
responsibilities, structure and processes of the Board of Capital Chemist Pty
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
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
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
Reviewing and approving fees and remuneration
paid to Directors
Selecting and appointing the Group Business
Manager (GBM) or their equivalent.
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.
The size of the Board is determined by the Constitution of
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.
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.
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.
The Chairman is responsible, in conjunction with the GBM,
for the conduct of all Board Meetings. This includes attendance, agendas and
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
The Board can invite other attendees as it sees fit.
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.
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.