The Board of Directors is committed to achieving and demonstrating standards of corporate governance appropriate to the size and operations of Telix. It continuously refines and improves Telix’s governance framework and practices to ensure they meet the interests of shareholders and other key stakeholders.
The Board believes good corporate governance:
is an integral part of the culture and business practices of Telix;
will add to Telix’s performance to create shareholder value, while having regard to other stakeholders; and
is a key part of our enterprise risk management framework (ERMF).
Telix was compliant with the Recommendations of the 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles) throughout 2024. The ASX Principles are available at asx.com.au. Telix is also subject to additional corporate governance requirements from our convertible bonds listing on the Official List of the Singapore Exchange Securities Trading Limited (SGX), our Nasdaq Global Stock Market (Nasdaq) listing and our registration with the Securities and Exchange Commission (SEC) in the United States (U.S.).
More information about our corporate governance framework and practices can be found in our Corporate Governance Statement, together with key corporate governance documents referenced in the Corporate Governance Statement, at https://ir.telixpharma.com/governance/documents-charters.
2024 corporate governance highlights
Diversity and Board composition
Our Board continued to be gender balanced in 2024, with Directors identifying as female representing 40% of our Board at 2024 year end. Following the retirement of co-founder and Non-Executive Director Dr. Andreas Kluge, our Board continues to assess the skills and experience needed for strong stewardship and governance and intends to make new appointments.
Charters and policies
During the year, we updated our Board and Committee Charters and key corporate governance policies for currency of practice and to incorporate the governance requirements of the SGX, Nasdaq and the SEC.
Investor engagement
We facilitated several investor engagement events and held our hybrid Annual General Meeting, in addition to our Extraordinary General Meeting held during the year.
Site visits
Our Board visited our Americas headquarters in Indiana, U.S. and our European headquarters and manufacturing facility in Brussels South, Belgium, during the year and met with local leadership teams, other top talent and key partners.
Nasdaq listing
In the second half of 2024, we complemented our Australian Securities Exchange (ASX) listing through our listing of American Depository Shares, each representing one Telix ordinary share, on Nasdaq.
Corporate governance structure
Our corporate governance framework fosters a high-performing and respectful culture and underpins our values. Our Board Charter is central to the governance framework and embodies our purpose, strategy, and values. It documents membership, and sets out the operating procedures and allocation of responsibilities between the Board and management.
The Board, with assistance from its standing Committees, in particular the Audit and Risk Committee, and the People, Culture, Nomination and Remuneration Committees:
approves Telix's strategic objectives, budgets, statutory financial reports and other periodic corporate reports
monitors operational and financial performance, and strategic people and culture matters
sets the risk appetite within which the Board expects management to operate and oversees Telix’s risk management framework, compliance system and internal control framework, and
oversees Telix’s management, performance and corporate governance frameworks, including ensuring that mechanisms are in place for making timely and balanced disclosure to shareholders and the market regarding Telix’s performance and major developments affecting its state of affairs.
The Board has delegated the day-to-day management of Telix and the implementation of approved business plans and strategies to the MD & CEO, who in turn further delegates to senior management (as appropriate).
Processes are in place to ensure the delegation flows through the Board and its Committees to the MD & CEO, the GET and other senior management, and into the organization. The MD & CEO and GET are responsible for the day-to-day management of the Group. This governance framework also facilitates the flow of information and accountability from our people, through management levels, to the Board.
Board composition as at 31 December 2024
The Board focuses on maintaining an appropriate mix of skills and diversity in its membership, including relevant industry experience, international business and mergers and acquisitions experience, finance and accounting, and risk, compliance and people management, and gender diversity. A detailed matrix of Board skills is available in our 2024 Corporate Governance Statement, available at ir.telixpharma.com/governance/documents-charters.
