The Manager has established a number of policies and procedures that govern the behaviour of its Directors and employees, which are summarised below.
Related Party Policy
Due to the close relationship between Goodman Group and the Trust, the management of the real or apparent conflicts of interest that may arise are at the top of the Manager’s list of corporate governance priorities.
The Manager has accordingly put in place a comprehensive Related Party Policy which summarises the relevant restrictions contained in the Listing Rules, the law and relevant contractual commitments, and how these issues are managed. The Manager uses this policy as a tool to ensure that:
- Management and the Board are properly briefed and educated on the relevant restrictions and the processes put in place to ensure compliance with these restrictions; and
- Unitholders and the investment market recognise that the Manager deals with related party issues in an appropriate, transparent and robust manner.
The Manager believes that having a Board with a majority of Independent Directors, one of the few such examples in the New Zealand listed property sector, sends a strong message to the market of how seriously the Manager takes related party issues and the conflicts of interest that may arise.
This policy is periodically reviewed to ensure that the process is transparent and appropriate and a copy of the current version can be found here
Continuous Disclosure Policy
The Manager is committed to keeping Unitholders, regulators and the market fully and promptly informed of all material information relevant to the Manager and the Trust. To this end, the Manager has a Continuous Disclosure Policy (a copy of which can be viewed here
which explains the relevant legal requirements and sets out the procedures the Manager has put in place to ensure compliance with them.
Securities Trading Policy
The Manager has a Securities Trading Policy which raises awareness about the insider trading provisions in the Securities Markets Act 1988 (“SMA”) and strengthens those requirements with additional compliance standards and procedures which Directors and employees who wish to trade in GMT Units must comply with. This policy is based on the form of policy prepared and promoted by the Listed Companies Association when the SMA was amended in February 2008, and a copy of the current version of the policy can be viewed here
These amendments to the SMA removed the safe harbour defence previously available for persons trading within designated trading windows. Notwithstanding this, the Manager still imposes trading windows through this policy as well as requiring written approval of the CEO or Chairman prior to any trade. Speculative trading is also prohibited with a minimum holding period of six months imposed.
Periodic briefings are provided to Directors and employees of the requirements of this policy, with email advice of trading window status (and a constant reminder to employees via the home page of the Manager’s intranet site) also provided.
Code of Conduct
Directors and employees of the Manager abide by the Goodman Group Code of Conduct which establishes required standards of ethical and personal conduct. Compliance with this policy is a condition of employment.
This Code of Conduct makes all Directors and employees responsible for reporting unethical or corrupt behaviour and the Manager will take whatever disciplinary action it considers appropriate in the circumstances, including dismissal.