Page 80 - GMT and GMT Bond Issuer Annual Report 2017 v2

CORPORATE GOVERNANCE
Corporate governance
is the system by which organisations are directed and managed. It influences how an organisation’s objectives are achieved, how its risks are monitored and assessed and how its performance is optimised.
The Board has adopted an overall corporate governance framework that is designed
to meet best practice standards and recognises that an effective corporate governance culture is critical to success. At all times, the Board strives to achieve governance outcomes which effectively balance the needs of GMT and GMT Bond Issuer Limited, other stakeholders, regulators and the wider market.
What follows is an overview of the corporate governance framework, administered by the Board, together with other legal and regulatory disclosures. The governance framework for both GMT and GMT Bond Issuer Limited is materially consistent with the Corporate Governance
Best Practice Code of NZX (“NZX Code”), with the exception that the Audit Committee is not solely comprised of Independent Directors and, as a result of the Trust’s external management structure, no Remuneration Committee has been established. A more detailed analysis against
the NZX Code is included in the corporate governance section of the Goodman Property Trust website www.goodman.com/nz.
GMT AND GMT BOND
RELATIONSHIP WITH
ISSUER LIMITED
GOODMAN GROUP
GMT is an NZX listed unit trust created by the Trust Deed and administered under the Financial Markets Conduct Act 2013 (“FMCA”). Covenant Trustee Services Limited is the Trustee of GMT and is appointed to hold the assets of GMT on trust for Unitholders. Pursuant to the terms of the Trust Deed, the Trustee has the rights and powers in respect of the assets of GMT it could exercise as if it was the absolute owner of such assets, but subject to the FMCA and the rights given to the Manager by the FMCA and the Trust Deed.
GMT Bond Issuer Limited is a wholly
owned subsidiary of GMT and issuer of Goodman+Bonds. Goodman+Bonds are debt securities listed on the NZDX. They are direct, secured, unsubordinated, obligations of the issuer, ranking equally with debt owed to GMT’s main banking syndicate. Public Trust is the Bond Trustee for Goodman+Bonds.
GMT has a close relationship with Goodman Group. Goodman Group is the Trust’s largest Unitholder, owning approximately 20.9% of Units on issue at the Balance Date.
Goodman (NZ) Limited, a wholly owned subsidiary of Goodman Group, has been the Manager of the Trust since 2003.
The Manager’s role is to strategically manage the Trust’s property portfolio including buying and selling properties, managing capital and overseeing day to day operations. Goodman Group’s cornerstone investment closely aligns the interests of the Trust and the Manager. Goodman Group also provides certain other services to the Trust which are outside the scope of the Manager’s duties, which relate to property services, development and project management services and legal services.
The Trust and Goodman Group have also transacted property from time to time, either between each other or jointly pursuant to the Co-ownership Agreement. At the date of this Report, the Trust and Goodman Group jointly own two property interests as Co-owners.
GMT Bond Issuer Limited has no activities other than those necessary or incidental to the issuing of Goodman+Bonds and complying with its obligations at law. Under its constitution it is restricted from undertaking any other activities. Goodman Group holds no Goodman+Bonds.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2017 GMT BOND ISSUER LIMITED ANNUAL REPORT 2017
78 OTHER INFORMATION CORPORATE GOVERNANCE