Page 83 - GMT and GMT Bond Issuer Annual Report 2017 v2

CORPORATE GOVERNANCE
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(d) Code of Conduct
Directors and employees of the Manager abide by the Goodman Group Code of Conduct which establishes required standards of ethical and personal conduct. Compliance with this policy is a condition of employment.
This Code of Conduct makes all Directors and employees responsible for reporting unethical or corrupt behaviour and the Manager will take whatever disciplinary action it considers appropriate in the circumstances, including dismissal.
A copy of all corporate policies noted above can be viewed on GMT’s website within the corporate governance section.
(e) Diversity
As GMT does not have any employees, it has elected not to adopt a diversity policy. Employees of the Manager have the bene t of the Goodman Group Diversity Policy,
a copy of which can be found at www.goodman.com.
At the Balance Date and the date of
this report, the Board comprised two female Directors out of a total of seven Directors. All three of the of cers of the Manager are male. This is unchanged from the prior period.
RISK MANAGEMENT
Effective management of all types of risk ( nancial and non- nancial) is a fundamental part of the Manager’s business strategy.
The Audit Committee has the responsibility of overseeing the Manager’s risk management practices and works closely with Management and the Trust’s auditors to ensure that risk management issues are properly identi ed and addressed.
The Audit Committee approves the work programme for the internal audit and the results of each discrete business unit review and the action taken by the Manager to deal with any issues identi ed.
MANAGER’S REMUNERATION
Under the Trust Deed, the Manager receives a fee for the management of the Trust. The fee is comprised of two components: a base fee and a performance fee.
The base fee component is equal to 0.50% per annum of the book value of assets (other than cash, debtors and development land)
less than or equal to $500 million, and 0.40% per annum of the book value of assets (other than cash, debtors and development land) greater than $500 million. This fee arrangement was supplemented by changes approved by
the Unitholders in August 2014, under which
the Manager is required to use its base fee to subscribe for GMT units for a period of ve years from 1 April 2014. Further details can be found on the investor centre of the Goodman Property Trust website www.goodman.com/nz.
The performance fee is determined by reference to the Trust’s performance (including gross distributions and movements in Unit price), relative to the performance of the Trust’s New Zealand listed real estate peers and calculated on an annual basis.
The calculation of the Manager’s base fee is reviewed annually by the Trust’s auditors.
By a separate speci c engagement, the Trust’s auditors also review the calculation of the Manager’s performance fee (if any) each year.
The Manager is also entitled to be reimbursed for amounts properly incurred on behalf of the Trust.
ANNUAL MEETING
The Board views the Annual Meeting (“AM”) as an excellent forum in which to discuss issues relevant to GMT. The Board encourages the full participation of Unitholders at these meetings to ensure a high level of accountability and identi cation with the Manager’s strategy and objectives.
To maximise the effectiveness of communication at the AM, the Manager also requires its external auditors to attend the meeting and be prepared to answer Unitholders’ questions about the conduct of the audit, as well as the preparation and content of the independent auditors’ report.
OTHER STATUTORY AND
LISTING RULE DISCLOSURES
NZX WAIVERS
NZX has granted waivers to GMT and GMT Bond Issuer Limited at various times, some of which have been relied upon by GMT and GMT Bond Issuer Limited during the year ended 31 March 2017. A summary of these waivers and the other waivers previously granted to GMT can be found in the corporate governance section of GMT’s website at www.goodman.com/nz where they will remain available for the next 12 months.
A complete copy of the waivers provided by NZX can be found at www.goodman.com/nz or at www.nzx.com under the GMT ticker code.
FEES
Under paragraph 39(d) of the waivers that were granted to GMT by NZX on 12 November 2012, GMT is required to disclose in its annual nancial statements the fees that were paid to Goodman Property Services (NZ) Limited (“GPSNZ”) under its property management and development management agreements with Highbrook Development Limited (“HDL”) and GPSNZ, and Highbrook Business Park Limited (“HBPL”) during the period they were in force.
Included within property management
fees and development management fees paid is $0.4 million paid pursuant to the property management and development management agreements between HBPL and GPSNZ for the year ended 31 March 2017.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2017 GMT BOND ISSUER LIMITED ANNUAL REPORT 2017
81 OTHER INFORMATION CORPORATE GOVERNANCE