CORPORATE GOVERNANCE & COMPLIANCE
GDI believes sound corporate governance principles are one of the keys to its success. From always putting investors’ first to creating a diversified, flexible harmonious workplace, GDI considers it has always operated with the highest corporate governance principles. Many of these principles have been documented and adopted by the Board, details of which appear below.
Corporate Governance Statement
As a listed entity, GDI is required to report its compliance with, or reasons for not following the 3rd edition of the ASX Corporate Governance Principles and Recommendations (ASX Recommendations).
These ASX Recommendations relate to such things as the roles of the Board and its Committees, the Board’s independence, skills and training diversity at both a Board and executive level, codes of conduct, audit processes, investor relations programs, risk management and executive remuneration.
To view a copy of GDI Property Group’s Corporate Governance Statement click here.
The Board’s of GDI Property Group Limited and GDI Funds Management Limited each have common membership, and are collectively referred to as the Board. The Board has adopted a Board Charter which details the composition, values and functions of the Board and those matters delegated to various committees and the executive management team.
A full copy of the Board Charter can be found by clicking here.
Code of Conduct
GDI is committed to and strives to act honestly and with integrity in all its dealings. The Code of Conduct sets out the values, commitments, ethical standards, and policies of GDI and outlines the standards of conduct expected of GDI’s business and people, taking into account GDI’s legal and other obligations to its stakeholders. The Board and management believe that GDI’s commitment to this code will assist in maintaining the confidence of key stakeholders in GDI’s integrity.
A copy of the Code of Conduct can be downloaded by clicking here.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee (N&RC) is one of two sub-committees of the Board. The N&RC serves two distinct functions:
- to assist the Board on its composition, on director appointments, Board performance evaluation processes , Board succession planning; and
- to assist the Board on remuneration policies and practices for the Board, the Managing Director and executive management team.
A copy of the N&RC charter can be downloaded by clicking here.
Audit, Risk and Compliance Committee
The Audit, Risk and Compliance Committee (ARCC) is the second of two sub-committees of the Board. The ARCC assists the Board in carrying out its accounting, auditing and financial reporting requirements, and to oversee the risk and compliance programs of GDI, in particular having oversight of GDI’s compliance with its Compliance Plan and its Australian Financial Services Licence.
A copy of the ARCC Charter can be downloaded by clicking here.
Securities Trading Policy
GDI Property Group has adopted a Securities Trading Policy governing the sale of its securities which is designed to maintain investor confidence in the integrity of GDI Property Group’s internal controls and procedures and to provide guidance on avoiding any breach of the insider trading laws in Australia.
A copy of the Securities Trading Policy can be downloaded by clicking here.
Continuous Disclosure Policy & Securityholder Communication Policy
The Board is committed to providing relevant information to Stapled Securityholders about the operations of GDI and to fulfil its duties to comply with its continuous disclosure obligations to the market generally. The Board has adopted a Continuous Disclosure Policy which is designed to ensure compliance with the Listing Rules and continuous disclosure obligations. The Board has also appointed a Disclosure Committee to assist in meeting GDI’s obligations under the Listing Rules. The Disclosure Committee is responsible for:
- Making making decisions on what information should be disclosed to the market; and
- Ensuring ensuring disclosure is made in a timely and efficient manner.
Stapled Securityholders will receive an annual report. Newsletters and updates may also be sent to Stapled Securityholders from time to time and information will be available on the GDI website.
A copy of the Continuous Disclosure Policy can be downloaded by clicking here. For a copy of the Securityholder Communications Policy click here.
The Board has adopted a Diversity Policy which sets out the framework GDI Property Group has in place to achieve appropriate diversity in its Board, senior executive and broader workplace.
Diversity in the context of GDI Property Group’s Diversity Policy covers gender, age, language, ethnicity, cultural background, sexual orientation, religious belief, educational levels, life experience, socio-economic background, personality and marital status and family responsibilities.
A copy of GDI’s Diversity Policy can be downloaded by clicking here.
Enterprise Risk Management Policy
GDI has adopted an enterprise risk management policy which recognises the importance of a pro-active enterprise wide risk management program.
Through the enterprise risk management policy, GDI’s management will ensure that a supporting framework, consistent with Australian/New Zealand Standard on Risk Management (AS/NZS 4360:2004), is in place.
All material risks impacting GDI’s business, including operational, financial, legal and compliance risks are required to be regularly identified, managed, monitored and reported. Methods for treating and mitigating risks include avoiding or retaining and transferring, reducing, accepting or exploiting risks following assessments using a variety of methods.
While the Board has ultimate responsibility for risk management throughout GDI, day to day responsibility for managing risk rests with the GDI’s management generally and the risk manager specifically.
The enterprise risk management policy and framework are reviewed at least annually by the Audit, Risk and Compliance Committee with the results to be reported to the Board. The aim of the review is to consider and assess the effectiveness of this policy and its supporting frameworks, and to ensure their continued application and relevance.
A copy of the Enterprise Risk Management Policy can be downloaded by clicking here.
Conflicts of Interest Policy and Related Party Transactions Policy
GDI has long established practices in how it deals with any actual or perceived conflict of interest or related party transactions. These practices have been adopted by the Board as individual policies, which can be downloaded by clicking here.
Fraud, Bribery and Corruption Prevention
Fraud, bribery and corruption in all forms, are behaviours that are contrary to GDI’s values. GDI is committed to preventing fraud, bribery and corrupt conduct throughout the organisation and have developed a Fraud, Bribery and Corruption Prevention Policy as part of its overall risk management framework.
Click here to download this policy.
GDI is committed to creating and maintaining a culture of corporate compliance and ethical behaviour in which employees are responsible and accountable, behave with honesty and integrity and can raise concerns regarding unethical, unlawful or undesirable conduct without fear of reprisal.
To view this policy click here.
Performance Rights Plan
The following principles shape GDI’s remuneration strategy:
- creating and enhancing value for all GDI’s stakeholders;
- emphasising the ‘at risk’ component of total component of total remuneration to increase alignment with securityholders and encourage behaviour that supports both entrepreneurism and long term financial soundness within the confines of GDI’s risk management framework;
- rewarding outperformance; and
- providing a competitive remuneration proposition to attract, motivate and retain the highest quality individuals within a framework of ethical standards of behaviour.
The ‘at risk’ component of total remuneration is paid by way of performance rights. Details of performance rights issued to the executive management team individually and all staff generally, can be found in each year’s Annual Report.
A copy of the Performance Rights Plan can be downloaded by clicking here.
GDI Funds Management Limited has procedures in place to properly consider and deal with any complaints received in accordance with the GDI Property Trust Constitution.
GDI Funds Management Limited will acknowledge a complaint, investigate it and decide what action needs to be taken. GDI Funds Management Limited will notify a complainant of its decision together with any remedies that are available under the GDI Property Trust Constitution or other avenues of appeal.
If you have a complaint in relation to GDI Property Trust, please contact the company secretary of GDI Funds Management Limited at Level 23, 56 Pitt Street, Sydney NSW 2000 or write to GDI Funds Management Limited at the contact details shown in the Corporate Directory. GDI Funds Management Limited will ensure that the complaint receives proper consideration and communicate with the complainant as soon as possible (and in any event, within 45 days after receipt of the complaint).
If an issue has not been resolved to your satisfaction, you can lodge a complaint with the Australian Financial Complaints Authority, or AFCA. AFCA provides fair and independent financial services complaint resolution that is free to consumers.
Telephone: 1800 931 678 (free call) 
In writing to: Australian Financial Complaints Authority, GPO Box 3, Melbourne VIC 3001
ASIC also has an infoline (1300 300 630) to obtain information about your rights.