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 Annual Report 2019.
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|
Four permanent Board Committees have been established to assist in the execution of the Board's responsibilities. These are the:
|Audit Committee||Risk Committee||Human Resources Committee||Sustainability Committee|
|Chair||Stephen Newton||Christine O'Reilly||Melinda Conrad||Tom Pockett|
|Members||Barry Neil||Stephen Newton||Tom Pockett||All Directors|
|Christine O'Reilly||Andrew Stevens|| Andrew Stevens|
The charters below set out how these committees are constituted and the Board’s policies for their operation:
|Audit Committee Charter|
|Human Resources Committee Charter|
|Risk Committee Charter|
|Sustainability Committee Charter|
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.
Stockland’s Directors, management and employees are required to maintain high ethical standards of conduct. Stockland's Code of Conduct is periodically reviewed and endorsed by the Board and covers dealings with both external parties and internal operations.
|Stockland Code of Conduct|
The Code of Conduct is supported by the following policies:
|Diversity and Inclusion|
|Fraud and Corruption|
|Work Health and Safety|
Stockland is committed to conducting our business ethically, with integrity and with consideration to our stakeholder expectations. Stockland encourages employees and external stakeholders to report any improper conduct they encounter. All complaints are investigated in a fair and objective manner, including the involvement of external parties where appropriate.
Stockland employees or external stakeholders who wish to report improper conduct anonymously can do so via the ‘Tell Me’ online form.
Stockland also has the following key corporate governance policies:
|Appendix 4G - FY19 Key to Disclosures Corporate Governance Council Principles and Recommendations|
|Corporate Governance Statement|
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:
|Continuous Disclosure and External Communications Policy|
|Financial results and reports|
|2019 corporate reporting|
| ||Annual General Meetings|
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:
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:
Further information on the TCC can be found on the Australian Tax Office website.
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
Level 25, 133 Castlereagh Street
SYDNEY NSW 2000