Corporate Governance

Role of the board of directors

The directors are responsible for the overall governance of the Group, with the aim of increasing Stapled security holder value.

The directors are also responsible for overseeing the investment activities of the Group. Their role includes the following:

  1. Adoption and implementation of appropriate corporate governance practices;
  2. Establishment of the Group's strategies and objectives;
  3. Approval of material transactions
  4. Establishment of processes and controls with respect to financial reporting and financial records; and<
  5. Adoption of relevant internal controls and risk management processes;

The board has established an Audit, Risk & Compliance Committee and a Nomination Remuneration and HR Committee to assist it in undertaking its duties and responsibilities.

Download the code of conduct for all directors and employees.

Audit, Risk & Compliance Committee

The Group has established an Audit, Risk & Compliance Committee to oversee its financial reporting activities. This committee performs a range of functions, including reviewing financial statements, overseeing the Group’s relationship with external auditors and monitoring the Group’s capital position, monitoring compliance with the Company as an Australian financial services licence holder and the Trust as a registered managed investment scheme. Download a charter of this committee.

Compliance Plan

Pursuant to Part 5C of the Corporations Act governing managed investment schemes, the company has lodged with ASIC a compliance plan for the Trust. The plan describes the procedures that the Responsible Entity will apply in operating the Trust to ensure compliance with the Corporations Act, Constitution, any other disclosure document, the company’s Australian financial services licence and how these procedures will be monitored.

Nomination Remuneration and HR Committee

The Group has a Nomination, Remuneration and HR Committee to review the remuneration performance development and succession planing for the board and key executives and to ensure the company is meeting its obligations as an employer. Download the charter of this committee.

Reporting and disclosure obligations

The Group is a disclosing entity for the purposes of the Corporations Act and will comply with the continuous disclosure regime under the Listing Rules and Corporations Act. The Group will establish internal systems and procedures to ensure that timely disclosure is made to ASX to support an informed market.

The Group will also provide periodic reports to security holders, place announcements on its website, and convene a meeting of security holders annually.

As a disclosing entity, the Group will be subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to the Group (which are not documents of the type referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, an ASIC office. Copies of continuous disclosure documents lodged with ASX in relation to the Group may be obtained from ASX. The board has adopted a policy in relation to the continuous disclosure obligations of the Group under the ASX Listing Rules.

Independent advice

In accordance with certain conditions, directors are entitled to seek independent professional advice, including legal and accounting advice, at the Group’s expense on any matter connected with the discharge of their responsibilities.

Securities trading policy

The directors of the Group are committed to ensuring that the directors and employees of Growthpoint Properties Australia comply with their legal obligations as well as conduct business in a transparent and ethical manner. Directors and employees (including their immediate families or any entity for which they control investment decisions) must ensure that any trading in stapled securities is undertaken within the framework set out in the securities trading policy.

Under this policy, the acquisition and disposal of stapled securities in the Group is only permitted with the consent of the chairman, senior executive or senior executive officer. Trading is prohibited, if the relevant person is in possession of non-public price sensitive information regarding the Group. Download the Securities Trading Policy.

Complaints

Growthpoint Properties Australia aims to provide each security holder with a professional and high level of client service in managing the Stapled Group. If you have a complaint, you may contact us in writing to our registered address or by email to complaints@growthpoint.com.au, detailing the complaint. A response will normally be provided within 15 working days. All complaints should be addressed to the Complaints Manager.

The Responsible Entity is a member of the Financial Ombudsman Service Limited (FOS), an external, independent complaints handling organisation. FOS can be contacted on 1300 78 08 08, should your complaint not be resolved by Growthpoint Properties Australia.

External auditor

The Group’s external auditor is KPMG. KPMG was appointed external auditor in 2009 following the resignation of PriceWaterhouse Coopers (at the Group’s request) which had been the Trust’s external auditor since its listing in 2007.

The Board selects and appoints the external auditor following advice from the Audit, Risk & Compliance Committee which monitors the auditor’s work.

Diversity

Growthpoint Properties Australia is committed to its people and to fair employment practices. We value a diverse workforce where all employees are treated with respect and fairness and have equal access to opportunities available at work regardless of gender, religion, race, ethnicity, disability, family background, sexual orientation, age, family responsibilities or any other area of potential difference. Download our diversity policy.