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cOrpOrate gOvernance
the board takes its governance
responsibilities very seriously and believes
it has the necessary mix of experience
and skills to oversee the high standard
of corporate governance, integrity and
accountability required of a professional and
ethical organisation. the board believes that
stockland’s governance accords fully with
the principles and recommendations of the
AsX Corporate governance Council.
outlined below are the main corporate
governance policies and practices in place
throughout the year, unless otherwise stated.
rOle Of the bOard
the board has overall responsibility for the
good governance of stockland. the board:
1. oversees the development and
implementation of stockland’s corporate
strategy, operational performance
objectives and management policies with
a view to creating sustainable long-term
value for securityholders;
2. establishes the group’s overall framework
of governance, risk management and
internal control and compliance which
underpins the integrity of management
information systems and foster high
ethical standards throughout the
organisation;
3. appoints the managing director and
approves the appointment of the Finance
director, the Company secretary and
senior executives reporting to the
managing director and determines the
level of authority delegated to the
managing director;
4. sets executive remuneration policy,
monitors senior executive performance
and approves the remuneration of the
managing director and his direct reports;
5. approves the annual budget and monitors
financial and operating performance;
6. reviews and approves financial and other
reports to securityholders and approves
dividends and distributions from
stockland Corporation and trust;
7. approves major capital expenditure,
acquisitions and divestitures;
8. reviews executive and board succession
planning and board performance;
9. appoints new non-executive directors
to fill casual board vacancies; and
10.monitors compliance with laws and
regulations which apply to stockland
and its business.
the board has delegated responsibility to
the managing director to manage
stockland’s business and to its various
board Committees to oversee specific areas
of governance. delegated responsibilities are
regularly reviewed and the managing director
regularly consults with the board on the
Company’s performance. matters which are
not specifically delegated to the managing
director require board approval, including
capital expenditure decisions above
delegated levels, expenditure outside the
ordinary course of business, major
acquisitions and sales, changes to corporate
strategy, the issue of equity or debt by
stockland and key risk management and
accounting policies.
rOle Of stOckland trust
ManageMent liMited as
respOnsible entity fOr
stOckland trust
stockland trust management limited, as
responsible entity for stockland trust, is
responsible for the operation of the trust.
the responsible entity must exercise its
powers and perform its obligations under the
stockland trust Constitution and the
Corporations Act 2001 in the best interests of
unitholders to ensure that the activities of the
trust are conducted in a proper and efficient
manner. the major activities of the
responsible entity include:
1. ongoing selection and management of
property investments;
2. management of the trust’s property
portfolio;
3. maintenance of the accounting and
statutory records of the trust;
4. management of equity and debt raisings
and making distributions to unitholders;
and
5. preparation of notices and reports issued
to unitholders.
cOMpOsitiOn Of the bOard
stockland is committed to having a board
whose members have the capacity to act
independently of management, and have the
collective skills necessary to optimise the
long-term financial performance of stockland
so as to sustain superior returns to
securityholders.
At the date of this report, the board
comprised two executive directors and
seven non-executive directors. the boards
of stockland Corporation limited and
stockland trust management limited have
the same directors. directors’ details are
listed on pages 5 to 6, including details of
their other listed company directorships and
prior experience.
stockland recognises that having a majority
of independent directors provides assurance
that the board is structured properly to fulfil
its role in holding management accountable
for the Company’s performance. the board
has resolved that it should continue to have a
majority of independent non-executive
directors, that the positions of Chairman and
managing director must be separate, and
that the Chairman should be an independent
non-executive director. the board is
comprised of directors with a wide and
relevant range of experience and expertise.
some directors have occupied senior
executive management positions in large
corporations both in Australia and globally
covering a wide range of industry sectors
including property development, investments
and construction. other directors have held
executive positions in relevant financing and
accounting disciplines.
stockland has developed criteria for
determining the independence of its board
members. A director is considered to be
independent if he or she:
1. is not a substantial securityholder of
stockland or of a company holding more
than 5% of stockland’s voting securities,
or an officer of or directly or indirectly
associated with a securityholder holding
more than 5% of stockland’s voting
securities;
2. is not and has not within the last three
years been an employee of stockland;
3. is not a principal of a material professional
advisor to stockland;
4. is not a material supplier or customer of
stockland or an officer of, or directly or
indirectly associated with, a significant
supplier or customer;
5. has no material contractual relationship
with stockland or any of its associates
other than as a director of stockland; and
6. has no other interest or relationship that
could interfere with the director’s ability to
act in the best interests of stockland and
independently of management.

 

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