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Corporate Governance

The Board of Directors and executives of HeartWare acknowledge that the Company's ability to meet its goals will be significantly influenced by the extent to which it successfully applies prudent corporate governance policies. In addition, it is a well-accepted commercial practice that corporate activities and decision-making must be tempered by a considered approach to a variety of factors, with particular regard being given to the identification and assessment of "risk".

With the above in mind, the Company wishes to emphasize its commitment to developing (and monitoring) a strong corporate governance framework. This framework will be evidenced by appropriate policies and charters. Summaries of the corporate governance policies and charters adopted by the Company to-date are set out below. New policies and charters will be posted on this website as they are adopted.

Further information concerning the Company's corporate governance is included in the Company's Annual Report.

The Company invites investor comment on its corporate governance policy and would ask that all comments be forwarded in writing to the Company Secretary at the Company's registered office.

Securities Trading Policy

The Company's ordinary shares are listed on the Australian Securities Exchange and are traded under the code of "HIN".

Trading by the Company's employees and directors is subject to a variety of restrictions and limitations as prescribed under the Company's Securities Trading Policy. The Securities Trading Policy has been implemented so that trading in the Company's shares is not only fair, but has the appearance of being fair. Further, the Securities Trading Policy is designed to avoid the possibility that misconceptions, misunderstandings or suspicions arise in relation to the trading of its shares.

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Board of Directors Charter

The Charter of the Board of Directors sets out the role, structure, composition and responsibilities of the Board of Directors of HeartWare Intermnational, Inc.

Audit Committee Charter

The Board of Directors of HeartWare has formed an Audit Committee.

The Audit Committee has a range of responsibilities including, without limitation, financial reporting, audit and internal risk and control systems.

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Continuous Disclosure Policy

As a condition of listing on the ASX, HeartWare has agreed to satisfy various obligations and responsibilities in relation to the timely disclosure of information concerning the business and affairs of the Company. The obligations and responsibilities are more commonly referred to as "continuous disclosure" obligations and these are focussed on facilitating the fair and equitable trading of the Company's securities on the ASX (as well as having wider applications in that they also deal with the manner in which the Company generally communicates with stakeholders).

The Company's obligations arise mainly under the ASX Listing Rules, ASX Guidance Notes and the Corporations Act and they are reflected in the Company's Continuous Disclosure Policy.

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Shareholder Communication

The Company values its shareholders and, accordingly, it is a fundamental objective of the Company to establish, maintain and promote effective procedures for shareholders to communicate with the Board and for Directors to respond to shareholders' concerns.

In this respect, the Company is committed to effective means of shareholder communication.

For further information concerning the Company's Shareholder Communication strategy, please see Section 5 of the Continuous Disclosure Policy.

Code of Conduct & Business Ethics Policy ("Code of Conduct")

The Company's Code of Conduct is designed to convey the obligations and standards of behaviour expected of staff of HeartWare and its subsidiaries and to help staff resolve any ethical issues that may arise during the course of their duties.

The Board's policy is that HeartWare employees must observe both the letter and spirit of the law, adhere to high standards of business conduct and comply with best practice.

This Code, together with other tools (e.g. employment contracts, employee handbooks, corporate governance policies etc), sets out legal and ethical standards for employees.

This Code guides the Directors, the Chief Executive Officer, the Chief Financial Officer and other key executives as to the practices necessary to maintain confidence in the Company's integrity and as to the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The Code also guides compliance with legal and other obligations to legitimate stakeholders.

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Risk Management Policy

The Board, directly and via the Audit & Compliance Committee, works with management on an ongoing basis within the Company's risk framework to mitigate the risks to the Company's business as it may evolve over time. Specifically the Audit & Compliance Committee is responsible for reviewing and assessing internal control systems, the procedures for identifying risk and the method to control any adverse effect on the Company and its business.

The Board of Directors has approved a Risk Management Policy, a copy of which is attached. In summary, the Risk Management Policy is designed to ensure that technology risks, economic risks, financial risks and other operational risks are identified, evaluated and mitigated to enable the achievement of the Company's goals.

Management is responsible for developing risk mitigation plans and implementing risk reduction strategies and reporting to the Board of Directors and the Audit & Compliance Committee on developments related to risk.

It is acknowledged that no risk management system can provide total assurance that HeartWare's risks will be fully mitigated. HeartWare's approach is therefore not to eliminate risk, rather to manage the risks inevitably involved in many corporate activities so as to maximise opportunities and minimise negative outcomes.

Nomination & Corporate Governance Committee

The role of the Nomination & Corporate Governance Committee is to among other things, assist in identifying individuals who are qualified to become members of the Board of Directors and, importantly, to provide oversight in relation to the evaluation of the Board and each committee.

Attached is the Charter of the Nomination & Corporate Governance Committee.

Compensation Committee

The Board has established a Compensation Committee which is charged with the responsibility of supervising and reviewing the affairs of the Company as it relates to compensation and benefits of executive officers.

Attached is the Compensation Committee Charter.

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Delegation of Authority

The Delegation of Authority Policy sets out the matters specifically reserved for determination by the Board of Directors and those matters delegated to management.

Auditor Selection & Rotation Policy

The purpose of the Auditor Selection & Rotation Policy for HeartWare is to provide guidance in relation to the appointment of an independent external auditor with the appropriate skills, knowledge and experience as this will contribute to the integrity of the Company's financial reporting.

This Policy focuses on satisfying the Company's obligations as set out under Principle 4 of the ASX Principles of Good Corporate Governance and Best Practice Recommendations.

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