Page 84 - GMT and GMT Bond Issuer Annual Report 2017 v2

CORPORATE GOVERNANCE
continued
Included within property management fees and development management fees paid is $4.4 million paid pursuant to the property management and development management agreements between HDL and GPSNZ for the year ended 31 March 2017.
SUMMARY OF RECENT TRUST DEED AMENDMENTS
During the period between 1 April 2016 and
31 March 2017, GMT's Trust Deed was amended with effect from 14 November 2016
by supplemental deed. The amendments to the Trust Deed, as approved by the Manager and the Supervisor, bring the Trust Deed into compliance with certain legislative changes (including the enactment of the Financial Markets Conduct
Act 2013 ("FMC Act") and the Financial Markets Conduct Regulations 2014 ("FMC Regulations")). The amendments to the Trust Deed include:
website. It is also available on the Disclose Register accessible on the Companies Of ce website (www.companiesof ce.govt.nz/disclose).
REGISTER OF DIRECTORS’ HOLDINGS
as at the Balance Date (to 31 March 2017)
The table below shows all relevant interests of Directors in Units and Goodman+Bonds under the FMCA, which include legal and bene cial interests in Units.
OTHER DISCLOSURES FOR GMT BOND ISSUER LIMITED
Director
Keith Smith (Chairman) (1) Leonie Freeman (2)
Susan Paterson (3)
Peter Simmonds (4) Gregory Goodman Phillip Pryke
John Dakin (5)
GMT Goodman Units +Bonds
462,654 150,000 173,750 Nil 249,060 Nil 201,741 Nil
Nil Nil Nil Nil 441,313 Nil
INTERESTS REGISTER
GMT Bond Issuer Limited is required to maintain an interests register in which the particulars of certain transactions and matters involving the Directors must be recorded. The interests register is available for inspection on request.
SPECIFIC DISCLOSURES OF INTERESTS
During the nancial period, GMT Bond Issuer Limited did not enter into any transactions in which its Directors had an interest. Accordingly, no disclosures of interest were made.
INDEMNITY AND INSURANCE
In accordance with section 162 of the Companies Act 1993 and its constitution, GMT Bond
Issuer Limited has provided insurance for, and indemnities to, Directors for losses from actions undertaken in the course of their duties. The insurance includes indemnity costs and expenses incurred to defend an action that falls outside the scope of the indemnity. The cost of such insurance has been certi ed as fair by the Directors of GMT Bond Issuer Limited. Particulars have been entered in the interests register pursuant to section 162 of the Companies Act 1993.
USE OF COMPANY INFORMATION BY DIRECTORS
No member of the Board issued a notice requesting to use information received in his or her capacity as a Director which would not have otherwise been available to that Director.
DONATIONS
GMT Bond Issuer Limited did not make any donations during the nancial period.
AUDIT FEES
All audit fees and fees for other services provided by PricewaterhouseCoopers are paid by GMT.
DIRECTORS’ DISCLOSURE
During the year ended 31 March 2017, Directors’ disclosed interests or cessation of interests (indicated by (C)), in the following entities pursuant to section 140 of the Companies Act 1993.
a)
b) c)
d)
changes to the procedure for meetings of Unit Holders and requirements relating to the auditor of GMT;
updating terminology to re ect the terminology used in the FMC Act;
incorporating a requirement for Goodman (NZ) Limited, as Manager of GMT, to be adequately licensed to manage GMT; and
providing that the Supervisor and Manager are indemni ed, and related party transactions may only be entered into, to the extent permitted by the FMC Act.
(1) Keith holds a beneficial interest in 378,460 GMT units through The Selwyn Trust. He is also a trustee of that trust. Keith has an interest as a trustee only (i.e. no beneficial interest) in a further 84,194 units, through being trustee of The Gwendoline Trust. Keith also has a beneficial interest in 150,000 GMB020 Bonds held by Gwendoline Holdings Limited.
(2) Leonie holds her GMT units through Wave Trust of which she is a trustee and beneficiary.
(3) Susan holds her GMT units through SM Taylor Family Trust of which she is a trustee and beneficiary.
(4) Peter holds his GMT units through the Simmonds Family Trust of which he is a trustee and beneficiary (with the exception of 40,505 units which he holds personally).
(5) John holds his units through SGH Investment Trust of which he is a trustee and beneficiary.
Gregory Goodman
Susan Paterson
Phillip Pryke
Keith Smith
Peter Simmonds
Leonie Freeman
John Dakin
Wynyard Precinct Holdings Limited Wynyard Precinct Wynyard Precinct Wynyard Precinct Wynyard Precinct Wynyard Precinct Wynyard Precinct
No.1 Limited No.2 Limited No.3 Limited No.4 Limited No.5 Limited No.6 Limited
A copy of the supplemental deed which amended GMT's Trust Deed is available in the corporate governance section of the Goodman Property Trust
Steel & Tube Holdings Limited Airways International Limited (C)
Airways Corporation of New Zealand Limited (C)
Contact Energy Limited (C)
Tree Scape Limited
No change
No change
No Change
GOODMAN PROPERTY TRUST ANNUAL REPORT 2017 82 OTHER INFORMATION
GMT BOND ISSUER LIMITED ANNUAL REPORT 2017
CORPORATE GOVERNANCE