Corporate Governance Statement 2022

The role of the boardThe Board has adopted a Board Charter which includes an overview of Board composition and process, and therelationship and interaction between the Board, Board Committees and management. While the Board retainsultimate responsibility for the strategy and performance of the Company, the day-to-day operation of the Company isconducted by, or under the supervision of, the CEO, as directed by the Board.The Board Charter and the charters adopted by the Board for its standing Committees have been prepared andadopted on the basis that strong corporate governance contributes to the performance of the Group, createsshareholder value and engenders the confidence of the investment market.Company SecretaryMs Henrietta Rowe was the Group General Counsel and Company Secretary throughout theReporting Period.Ms Rowe was appointed Group General Counsel & Company Secretary on 25 June 2019 and isresponsible for the Group legal, governance and secretariat functions.Ms Rowe has more than 15 years’ experience with leading global law firm, Herbert Smith Freehills,and in-house at the Commonwealth Bank of Australia, specialising in mergers and acquisitions,capital management and corporate governance. She also holds a Bachelor of Economics (SocialSciences) (Honours) and a Bachelor of Laws (Honours) from the University of Sydney, is a Fellow of the GovernanceInstitute of Australia and a member of the Australian Institute of Company Directors Law Committee.The Company Secretary is appointed by the Board and is directly accountable to the Board, through the Chair, inrelation to all matters relating to the proper functioning of the Board. All directors have direct access to the CompanySecretary. The role of Company Secretary is set out in more detail in the Company’s Board CharterView the Charter on the Governance section of our website d composition and skills matrixThe Nomination and Governance Committee is responsible for reviewing and making recommendations to the Boardon its membership, including recommendations on the size and composition of the Board, Board succession plans andthe succession of the Chairman. The Nomination and Governance Committee has regard to the Board skills matrix andthe objective that the Board comprise directors with a broad range of skills, expertise and experience from a broadrange of backgrounds, including gender.Ramsay aims to maintain a Board that comprises directors who are able to understand effectively and manage theissues arising in the Company’s business, review and challenge the performance of management and optimise theCompany’s performance. The Nomination and Governance Committee annually assesses the composition of theBoard according to its Board Skills Matrix.The following table sets out the various skills/experience that comprise our Board Skills Matrix by describing eachrelevant skill/experience and the number of directors that have at least a solid amount of experience in respect ofthat skill or experience (noting that there are currently eight directors in total, including the CEO).Skills andexperienceExplanationNumber of directors with skill or experienceSectors/ActivitiesHealth Care7Operational or technical experiencein the health care industry andinternational health systems.1Ramsay Health Care / Corporate Governance Statement 20222345678

Skills andexperienceGlobal experienceExplanationAbility to manage and oversee anorganisation’s business andstrategic objectives from aninternational perspective.Number of directors with skill or 12345678123456781234567812345678Specific Skills and ExperienceStrategyPublic Policy andRegulatory AffairsCapital managementand FinanceTechnology anddisruptionPeople and CultureAbility to influence public policydevelopment and manage theimplications of public andregulatory policy.Ability to assess financialperformance, analyse financialstatements and implement effectiveinternal financial and risk controls.Ability to leverage technologicaldevelopments to support growthand drive competitive advantage,including responding to digitaldisruption.Ability to set & communicatecorporate culture, motivate keytalent, oversee management andevaluate the suitability of CEOs andother key executives.Workplace Health andSafetyAbility to oversee the proactivemanagement of workplace healthand safety practices.Consumer FocusAbility to oversee a strongconsumer-focused culturecommitted to achieving consumeroutcomes.Operational Experiencein Major Business8Ability to identify and criticallyassess strategic opportunities andthreats and to develop andimplement successful strategies.Ability to manage and overseebusiness operations and deliversustained business success.Ramsay Health Care / Corporate Governance Statement 2022

Skills andexperienceGovernanceRisk ManagementMergers & AcquisitionsExplanationNumber of directors with skill or experienceAbility to assess governance,environmental and social issues andthe effectiveness of organisationalpolicies and procedures.12345678Ability to identify and manage keyrisks, including regulatory, financialand non-financial risks, to anorganisation.1234567812345678Ability to assess strategic M&Aopportunities and overseeexecution/completion.Director independenceThe Board considers that it is able to exercise its judgement in an independent and unfettered manner, provideindependent and effective oversight of management and is highly effective in promoting the interests of shareholdersas a whole.The Board determines the independence status of each director on an annual basis. In doing so, the Board considersthe matters described in Box 2.3 of the Recommendations. The Board only considers a Director to be independentwhere he or she is free of any interest, position, or relationship that might influence, or might reasonably beperceived to influence, in a material respect his or her capacity to bring independent judgment to bear on issuesbefore the Board and to act in the best interests of the Group as a whole rather than in the interests of an individualshareholder or other party.At the date of this Statement, Paul Ramsay Holdings Pty Limited (PRH), which is a subsidiary of Paul RamsayFoundation Limited (PRF), is the Company’s largest shareholder. Mr Siddle (Chairman) is a director of PRH and PRF.Mr Siddle is also a director of the subsidiaries and related entities of PRH.During FY22, the Board undertook the annual review of each director’s independence. Given Mr Siddle’s role as adirector of PRF and PRH and given his tenure on the Board, the Board determined that Mr Siddle is not considered anindependent director under the Recommendations. Notwithstanding this decision, the Board considers that Mr Siddleadds significant value to the Board’s deliberations given his considerable industry experience and expertise, as well asthe corporate knowledge he brings to Board deliberations.In the case of Mr David Thodey AO, Dr Claudia Süssmuth Dyckerhoff, Ms Alison Deans, Mr James McMurdo, Ms KarenPenrose, and Mr Steven Sargent, the Board does not consider there to be any relationships that could materiallyinterfere with or could reasonably be perceived to materially interfere with their ability to exercise unfettered andindependent judgement in the discharge of their responsibilities and duties.The Managing Director & CEO, Mr Craig McNally, is not considered to be an independent director as he is a currentexecutive of the Company.Mr Peter Evans, who was a director of the Company from December 1990 until the close of the 2021 AGM, was notconsidered an independent director given his role as a director of PRF and PRH, and subsidiaries and related entitiesof PRH and his tenure on the Board.As a result of this determination, the Board comprised a majority of independent Non-Executive directors throughoutthe Reporting Period. The Board of the Company is not chaired by an independent Chairman and the RMC was notchaired by an independent director for the whole of the Reporting Period (until Mr Evan’s retirement from the boardon 24 November 2021), as is recommended under the Recommendations. Nevertheless, the Board is satisfied that itis continuing to operate independently of management and will be effective in promoting the best interests ofshareholders as a whole.9Ramsay Health Care / Corporate Governance Statement 2022

ChairmanMr Siddle continues in his role as Chairman of the Board. He has considerable knowledge and experience in themanagement of the Company, private hospitals generally and property development. Mr Siddle was the DeputyChairman of the Board for many years and, in order to ensure continuity and stability of this successful Board, wasappointed Chairman of the Company following the passing of Mr Paul Ramsay AO in May 2014. Given this relevantand valuable experience, the Board considers that the interests of the shareholders are best met by the continuedcontribution of Mr Siddle as Chairman.Lead independent directorTo enhance the independent functioning of the Board, in FY20 the Board resolved to appoint Mr David Thodey AO asLead Independent director. The key functions of the Lead Independent director are to: ensure that any conflicts of interest (or potential conflicts of interest) between the Company’s major shareholderand the Company are identified and appropriately managed; promote awareness of the importance of independent judgements in the Board’s decision-making; provide leadership to the other independent Non-Executive directors and support them in presenting diverseperspectives on issues being considered by the Board; and promote constructive interaction between the independent Non-Executive directors and all other directors.Access to independent adviceDirectors are entitled to seek independent professional advice at the expense of the Company as required in thefurtherance of their duties and in relation to their functions (including their Board Committee functions), subject toprior consultation with, and approval of the Chairman.Appointment, induction and trainingThe Company has written agreements with each of its Non-Executive directors setting out the terms of theirappointment.The Nomination and Governance Committee ensures that appropriate background checks are carried out prior to theBoard appointing a new director or putting to shareholders a candidate for election. Shareholders are provided withall material information in the Company’s possession that is relevant to a decision on whether or not to elect or reelect a director, most relevantly through the Notice of Meeting and Annual Report.The Nomination and Governance Committee is also responsible for implementing an effective induction process fornew directors and reviewing its effectiveness. New directors are required to attend and complete a structureddirector induction program, which includes site visits to Ramsay’s hospitals and meetings with key executives. Inaddition, directors are provided with ongoing professional development and training to enable them to develop andmaintain their skills and knowledge. The Nomination and Governance Committee reviews processes that are in placeto support direction induction and ongoing education.Performance reviews and evaluationThe Board undertakes a review of the performance and effectiveness of the Board, its committees and individualdirectors. Periodically, and in accordance with good governance practices, the Board engages an external consultantto undertake independent evaluations of the Board, the directors and the Board Committees with the objective ofassessing risk and looking to areas in which the Board could strengthen and enhance its performance.During FY22, the Board undertook an assessment of the performance of the Board, the directors and the BoardCommittees with the assistance of an independent external consultant. The results of the review were discussed bythe whole Board, and initiatives to improve or enhance Board performance and effectiveness were considered andrecommended.10Ramsay Health Care / Corporate Governance Statement 2022

Board committeesThe Board has established four committees and has delegated to each committee duties to assist the Board inexercising its responsibilities and discharging its duties.Each committee has a separate charter that sets out the roles and responsibilities of that committee, as well as themembership and any other requirements for the running of the committee. Each committee will regularly report tothe Board on all matters relevant to the Committee's roles and responsibilities.View the Charters on the Governance section of our website www.ramsayhealth.com/Sustainability/GovernanceThe members of each committee are set out below.Board CommitteeAudit CommitteeComposition requirementsComprised of at least three members,all of whom are Non-ExecutiveDirectors and a majority of whom areindependent. Chaired by anindependent Non-Executive Director,who is not the chair of the Board.Comprised of at least three members, amajority of whom are independentDirectors.Membership for period 1 July 2021 – 30June 2022Karen Penrose (Chair)David Thodey AO (appointed 24 November 2021)James McMurdoPeter Evans was a member of the AuditCommittee until 24 November 2021.Karen Penrose (Chair)*Claudia Süssmuth DyckerhoffSteven Sargent (appointed 22 February 2022)**Karen Penrose was a member of the RMC forthe full Reporting Period and Chair from 24November 2021 to 23 August 2022. StevenSargent assumed the role of Chair on 24 August2022.Risk ManagementCommitteePeter Evans was Chair of the RMC until 24November 2021.David Thodey was a member of the RMC from 24November 2021 until 22 February 2022.Comprised of at least three members, amajority of whom are independentDirectors. Chaired by an independentDirector.Alison Deans (Chair)People and RemunerationCommitteeComprised of at least three members, amajority of whom are independentDirectors. Chaired by an independentDirector.David Thodey AO (Chair)Nomination and GovernanceCommitteeMichael SiddleDavid Thodey AOMichael SiddleAlison DeansThe number of scheduled Board and committee meetings held during FY22 and the number of meetings attended by each of thedirectors in office during this period is set out on page 42 of the Annual Report.11Ramsay Health Care / Corporate Governance Statement 2022

4. Senior executivesThe Board delegates the responsibility for the day-to-day management of the Company to the Managing Director,who is assisted by the senior executives who report to him.The diagram above sets out details of the senior executives reporting directly to the Managing Director as at the dateof this Corporate Governance Statement.AppointmentAppropriate background checks are conducted before a senior executive is appointed.The terms of employment of Mr McNally and all senior executives are formalised in a written services agreement.Further details regarding the terms of employment of Mr McNally and the Group Chief Financial Officer are set out inthe Remuneration Report on pages 43 to 64 of the Company’s Annual Report.Performance reviews and evaluationTo monitor senior executive performance each executive is sent an individual scorecard containing a number offinancial and non-financial key performance indicators (KPIs) that are to be achieved during the year. Details of theKPIs used for Mr McNally in FY22 are set out in the FY22 Remuneration Report on page 53 of our 2022 Annual Report.The Managing Director’s performance is formally assessed on an annual basis. The Managing Director’s KPIs arereviewed and set annually by the Board on the basis of recommendations made by the People & RemunerationCommittee at the commencement of the financial year. The People and Remuneration Committee carefully evaluatesthe Managing Director’s performance against those KPIs and makes recommendations to the Board for final decision.An annual assessment of the performance of all other senior executives is undertaken by the People andRemuneration Committee on the basis of recommendations by the Managing Director, who conducts performancereviews in relation to each senior executive. A performance evaluation for all senior executives, including theManaging Director, was undertaken in the Reporting Period in accordance with the process disclosed above.12Ramsay Health Care / Corporate Governance Statement 2022

5. CommunicationCommunication with shareholders and the marketRamsay is committed to effective communication with its customers, shareholders, market participants, employees,suppliers, financiers, creditors, other stakeholders and the wider community.The Board has adopted a Disclosure & Communications Policy which sets out procedures designed to ensurecompliance with ASX Listing Rule and Corporations Act disclosure requirements. The Policy also sets out the role ofthe Disclosure Committee, which is comprised of the Managing Director and CEO, the Group CFO, the Group GeneralCounsel and Company Secretary and the Group Head of Investor Relations, and, where possible in the circumstances,the Chairman. The Disclosure Committee is responsible for (among other things) determining whether matters withinmanagement’s authority should be disclosed publicly under the Policy and for assisting employees in understandingwhat information may require disclosure to the market on the basis that it is price sensitive. Certain disclosuredecisions (for example, relating to matters of fundamental significance to the Company) are the responsibility of theBoard. The Policy also covers the provision of information to shareholders, the media and the wider community.View this Policy on the Governance section of our website www.ramsayhealth.com/Sustainability/GovernanceThe Company’s investor relations programme comprises the following mechanisms, which together facilitate two-waycommunications with shareholders and ensure that shareholders are kept fully informed and able to participateeffectively at general meetings: financial reports, recordings of webcasts with senior executives and ASX releases are posted on the InvestorCentre on our website; relevant documents relating to our governance arrangements are made available in the Governance and Socialsections of our website; the Investor Centre of our website also contains a link to our share registry, recent and historical information ondividends and a calendar of key dates for the Company’s results announcements, dividend payments and AnnualGeneral Meeting (AGM); shareholders may make inquiries of the share registry manager by telephone, email or post. All security holderand investor queries must be dealt with courteously and in a timely way; shareholders have the option to receive communications from, and send communications to, Ramsay and itsshare registry electronically. Contact details and the process for opting to receive shareholder communications(including annual reports and notices of general meetings) electronically are clearly set out on our website; participation by shareholders at the AGM is actively encouraged. For example, shareholders are encouraged tosubmit questions prior to the AGM, with those questions answered at the AGM. In addition, all resolutions in theNotice of Meeting are decided on a poll.If a new and substantive presentation is to be given to investors or analysts at an open briefing, a copy of thepresentation materials will be released to the ASX ahead of the presentation. Access to live webcasts of managementbriefings are available to all shareholders and a recording of the webcast will be posted on the Investor Centre of theCompany’s website following the briefing.Verification of unaudited reportsThe Audit Committee assists the Board to discharge its responsibilities on matters relating to the external reporting offinancial information for the Group and is responsible for reviewing Ramsay’s corporate and financial reporting anddisclosure processes. This includes reviewing the process to verify the integrity of any periodic corporate report thatwe release to the market that is not audited or reviewed by the external auditor.For periodic corporate reports released to the market which are not required to be audited or reviewed by ourexternal auditor, Ramsay has a process in place to ensure the report is materially accurate and balanced in order toprovide investors with appropriate information to make informed investment decisions. The process for each periodicreport will vary depending on the nature of the particular report, but generally involve confirmation by theindividuals responsible for the information that, to the best of their knowledge and belief, the information is accurate13Ramsay Health Care / Corporate Governance Statement 2022

and not misleading; review of the report or document by the relevant internal subject matter expert(s), and in somecase external advisers; and approval by the individu

governance framework and its governance practices for the financial year ended 30 June 2022 (the . Reporting Period . or . FY22). These arrangements are consistent with the 4th edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (Recommendations), unless otherwise indicated below.