Corporate Governance

Board Charter
The Charter provides a summary of the role of the Board of Directors in the business structure and operations of GDA Securities Ltd (‘GDA Securities’ or ‘Responsible Entity’) as responsible entity of the managed investment schemes which it operates (‘Trusts’). Currently, GDA Securities is the responsible entity of the GDA Diversified Property Trust and the GDA Property Trust No.12. GDA Securities seeks to operate as a ‘Good Corporate Citizen’ and in an open and transparent manner with its customers, suppliers, shareholders and stakeholders. GDA Securities has strong business practices and has put in place self regulatory arrangements in order to ensure compliance with all relevant legislation. The Board of Directors ultimately oversees these processes and the Company’s adherence to them. The Board is constituted and empowered to manage GDA Securities in its role as responsible entity for the Trusts pursuant to the Constitutions of the Trusts and the Corporations Act.

Role
The primary role of the Board is to protect and promote the interests of the Trusts’ unitholders in achieving sustainable returns and the long-term success of the Trusts. The Board is responsible for:

  • Corporate governance of the Responsible Entity including recognition and adherence to the provisions of the Corporations Act, the Constitutions and the Compliance Plans of the Trusts
  • Developing a set of corporate governance principals and guidelines for the Responsible Entity and providing for processes which will achieve conformance with these principles and guidelines
  • Setting the highest business standards and code for ethical behaviour
  • Promoting and maintaining the Responsible Entity’s and Trusts’ reputation
  • Setting and monitoring the strategic objectives goals and business direction for management, with a view to maximising unitholders’ value and achieving best practice in meeting other unitholder and stakeholder expectations (eg. ethical, environmental and regulatory)
  • Monitoring the performance of the management of the Responsible Entity and the Trusts
  • Ensuring the supply of the requisite resources, both financial and human, to achieve those objectives and goals
  • The establishment and empowerment of specialist Committees and sub-Committees of the Board to assist in its functions, including a Compliance Committee (see below for details of the current Compliance Committee)
  • Approving annual and half-yearly financial reports
  • Through the Compliance Committee, ensuring significant business risks are identified and appropriately managed
  • Monitoring financial performance for the Trusts and the Responsible Entity
  • Reviewing the performance of parties providing services under contract

Delegations
The Board may delegate to its specialist sub-committees, a director or any other person in authority to perform any of its functions and exercise any of its powers.

Current Board Structure
The Board presently consists of five members, comprising three executive and two non-executive members. Additional information pertaining to each of the Directors can be found on the Board of Directors page of the website.

Compliance Committee
A Compliance Committee has been established to oversee adherence to the Compliance Plan for each Trust operated by GDA Securities. The Committee is required to have three members, two of whom must be independent of GDA Securities and one of the two must act as Chairman. The Compliance Committee meets once every quarter and since inception has comprised of Harvey Gibson (Chairman), Paul Cook and John Fairlie.

Harvey Gibson is the Partner in Charge of the Audit and Consulting Divisions of WLF Accounting & Advisory. Harvey’s key areas of expertise include audit, business planning, business valuations, expert reports, due diligence and prospectus review.

Paul Cook is the Principal of the Hobart chartered accounting firm Paul Cook & Associates. Paul has had extensive experience in the area of insolvency and has been actively involved in insolvency law reform. He has served on a number of other compliance committees.

Harvey and Paul are both external members of the Compliance Committee, with John Fairlie being the only internal member. John Fairlie is the Chairman of GDA Securities. Additional information relating to John can be found in his Director biography located on the Board of Directors page of the website.

Risk Management Plan
The Board of Directors recognise that risk management is an integral part of good management practice. As a consequence they have elected to adopt and implement ‘AS ISO 31000:2009 Risk Management’ in as far as it is appropriate to the business. The Company’s Risk Management Plan (‘the Plan’) was developed in order to minimise losses through the mitigation of potential risks and conversely to maximise opportunities associated with the Company’s business. The Plan also facilitates improvement in decision-making.

Conflict of Interest
To ensure that GDA Securities operates in an open and transparent manner, a Conflicts of Interest Policy has been developed and documented. The policy assists in identifying actual, potential and perceived conflicts of interest that are relevant to GDA Securities. Furthermore, the policy also provides guidelines on how to deal with these conflicts.

Ethics
GDA Securities seeks to be a respected member of the corporate community. GDA Securities aims to build and maintain a reputation of being honest and acting with the utmost integrity and good faith and abides by the appropriate legal requirements and ethical standards.