The Stockland 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, as summarised in our Corporate Governance Report, which is contained in our Financial Report 2016.

Unless otherwise stated, our main corporate governance policies and practices in place throughout the financial year are as outlined below.


Board composition, appointment and ongoing education

DownloadContent B  Board composition, appointment and ongoing education


Board Committee Charters

Four permanent Board Committees have been established to assist in the execution of the Board's responsibilities. These are the:

  • Audit Committee
  • Human Resources Committee
  • Risk Committee
  • Sustainability Committee

The charters below set out how these committees are constituted and the Board’s policies for their operation:

DownloadContent B  Board Committee Charter
DownloadContent B  Audit Committee Charter
DownloadContent B  Human Resources Committee Charter
DownloadContent B  Risk Committee Charter
DownloadContent B  Sustainability Committee Charter


Unlisted property funds

Stockland established unlisted property funds in 2005 to offer unlisted property investment opportunities to wholesale and retail investors, provide new sources of capital, facilitate asset growth and generate sustainable income. Stockland Capital Partners Limited (“SCPL”), a wholly owned entity of Stockland, is the responsible entity for the unlisted property funds. SCPL has a separate Board of Directors.


Code of Conduct and Ethical Behaviour

Stockland’s Directors, management and employees are required to maintain high ethical standards of conduct. Stockland's Code of Conduct and Ethical Behaviour is periodically reviewed and endorsed by the Board and covers dealings with both external parties and internal operations.

DownloadContent B  Stockland Code of Conduct and Ethical Behaviour


The Code of Conduct is supported by the following policies:

DownloadContent B  Anti-Competitive Behaviour
DownloadContent B  Diversity and Inclusion
DownloadContent B  Fraud and Corruption
DownloadContent B  Government Relations
DownloadContent B  Human Rights
DownloadContent B  Securities Trading
DownloadContent B  Whistleblowing
DownloadContent B  Work Health and Safety


Other key corporate governance policies

Stockland also has the following key corporate governance policies:

DownloadContent B  Dispute Resolution
ComputerRoom B  Privacy
DownloadContent B  Risk Management
DownloadContent B  2016 ASX Corporate Governance Council Principles and Recommendations Checklist


Communications

The Board aims to ensure that its securityholders are kept well-informed of all major developments and business events that are likely to materially affect Stockland's operations and financial standing and the market price of its securities. Accordingly, Stockland has the following policies in place:

DownloadContent B  Continuous Disclosure and External Communications Policy
ComputerRoom B  Investor centre
ComputerRoom B  Media centre
ComputerRoom B  Property portfolio
ComputerRoom B  Presentations, including investor updates and Annual General Meeting
ComputerRoom B  Reports
ComputerRoom B  2016 corporate reporting


Stockland Tax Control and Governance Policy Framework

Stockland maintains a Tax Control and Governance Framework, reviewed and approved by the Audit Committee, which outlines the principles governing Stockland's tax strategy and risk management policy.

Stockland's Tax Control and Governance Framework is consistent with the guidelines published by the Australian Taxation Office (ATO) regarding tax risk management and governance processes for large business taxpayers.

Stockland undertakes periodic review of the Tax Control and Governance Framework to test the robustness of the design of the framework against ATO benchmarks and to demonstrate the operating effectiveness of internal controls to stakeholders.

The key principles of our Tax Control and Governance Framework are summarised as follows:

  • A tax strategy that ensures all tax affairs are conducted in a transparent, equitable and commercially responsible manner, whilst having full regard to all relevant tax laws, regulations and tax governance processes, to demonstrate good corporate citizenship;
  • A balanced tax risk appetite which is consistent with the Board approved risk appetite, to ensure Stockland remains a sustainable business and a reputable and attractive investment proposition;
  • A commitment to engage and maintain relationships with tax authorities which are open, transparent and co-operative, consistent with Stockland's Code of Conduct and Ethical Behaviour policy; and
  • An operating and trading business based in Australia, with no strategic intentions of engaging in any tax planning involving the use of offshore entities or low tax jurisdictions.

Tax Transparency Code

Stockland is a signatory to the Board of Taxation’s voluntary Tax Transparency Code (TTC), having committed to adopt all components of the TTC.

The TTC is a voluntary code which outlines the minimum standard of information to be disclosed to facilitate greater transparency of tax affairs for large businesses. 

The key components of the TTC which Stockland has adopted and disclosed within its annual financial reports are:

  • Reconciliation of accounting profit to tax expense and effective company tax rate;
  • Identification of material temporary and non-temporary differences; and
  • Approach to tax strategy and governance.

Further information on the TCC can be found on the Australian Tax Office website.


Notice of Reliance on ASIC Class Order [CO13/655]

Effective from 5 December 2013, Stockland Trust Management Limited (ACN 001 900 741, AFSL No. 241190), as responsible entity of Stockland Trust (ARSN 092 897 348) ("Responsible Entity") will rely on ASIC Class Order [CO13/655] in relation to Stockland Trust.

In accordance with ASIC Class Order [CO13/655], the Responsible Entity must document certain matters when exercising its discretions to set the issue price of units in Stockland Trust. Such documentation will be retained by the Responsible Entity for a period of seven years from the date of any relevant exercise of discretion. During this period, investors may request a copy of such documentation, free of charge, by writing to the following:

Chief Financial Officer
Stockland
Level 25, 133 Castlereagh Street
SYDNEY NSW 2000

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