1.1 Role and Responsibilities of the Board and Delegation to Management
The Board is accountable to Securityholders for GPT’s performance and responsible for the overall management and governance of GPT.
Specific responsibilities of the Board are set out in the Board Charter and include:
Setting strategic direction and ensuring it is followed;
Approving and monitoring business plans;
Approving major investments and commitments;
Reviewing and ratifying systems of risk management, internal compliance and control and legal compliance and codes of conduct;
Reviewing Chief Executive Officer and Leadership Team performance and results;
Reviewing Director and Leadership Team compensation and benefits; and
Approving and monitoring financial and other reporting.
Click here for a copy of the Board Charter.
All matters not specifically reserved for the Board and necessary for the day–to–day management of GPT are delegated to management and the Board has approved delegated authority limits for management in this context.
The Board has also delegated specific responsibilities to the Board Committees to deal with particular matters. These Committees are discussed in more detail throughout this statement.
1.2 Director and Senior Executive Appointments
All new Directors have formal agreements governing their appointment. These agreements set out:
Term of appointment – subject to Securityholder approval;
Expectations in relation to attendance at meetings;
Expectations and procedures in relation to other directorships;
Procedures in relation to conflicts of interest;
Insurance and indemnity arrangements;
Compliance with governance policies (including Code of Conduct, Board and Committee Charters, Personal Dealing Policy and Conflicts Management Policy);
Access to independent advice; and
Confidentiality and access to information.
Appropriate background checks are undertaken in respect of all new Directors prior to their appointment. This includes background checks on character, experience, education, criminal record and bankruptcy history. Where a Director is standing for election or re-election, GPT provides Securityholders with a Notice of Meeting and Explanatory Memorandum which includes all information in the Group’s possession to enable Securityholders to make an informed decision on whether to elect or re-elect a director.
All Senior Executives have formal agreements governing their employment. These agreements set out:
Compliance with governance policies (including Code of Conduct, Personal Dealing Policy and Conflicts Management Policy);
Notice and rights on termination.
1.3 Role of the Company Secretary
The Board must approve the appointment or removal of the Company Secretary and the Company Secretary is accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
GPT promotes an inclusive workplace where employee differences like gender, age, ethnicity, culture, disability and lifestyle choice are respected. GPT believes that an unclusive culture promotes greater creativity and innovation which in turn will deliver long term benefits for all its stakeholders. With this in mind, GPT is committed to a recruitment and selection process for roles at all levels of the organisation which ensures candidates are selected on the basis of individual merit without bias, patronage or favouritism.
On a macro level, GPT acknowledges that females are under-represented in senior leadership roles and as members of boards across Australia. This is evident at GPT in that, while GPT’s general employee population comprises 53% female employees, female representation amongst the non-executive members of the Board was 42.86% (up from 33.33% at the end of 2014) and 22.22% in the Leadership Team at the end of 2015 (up from 11.1% at the end of 2014).
During 2015, GPT continued to make positive progress with its Diversity Strategy, introducing greater access to flexible work, enhanced parental leave, continuation of superannuation payments while on parental leave, and a subsidy on childcare costs for individuals returning to work on base salaries lower than $250,000. Through systematically addressing issues that prevent females from pursuing their careers and realising their potential at work, GPT’s commitment to improving gender diversity throughout the business and, in particular, in senior leadership roles1 has yielded tangible results. As at 31 December 2015 female representation amongst senior leadership roles was at 36.73% (up from 33.90% at the end of 2014), just short of the 2015 target of 40%.
GPT’s Diversity Strategy also includes increasing the percentage of Aboriginal & Torres Strait Islander (ATSI) identifying employees in our business. Prior to 2013 GPT had no employees who identified as ATSI, but the Group set a target to achieve a level of representation of 2.5% by the end of 2015, which is broadly consistent with the general ATSI representation in the Australian population. Through a combination of direct recruitment, graduate recruitment, and partnership with the CareerTrackers internship program, that target was exceeded with the Group reaching 3% ATSI representation as at 31 December 2015.
Click here for a copy of GPT’s Diversity Policy. Additional information regarding diversity is available on GPT’s website (www.gpt.com.au).
GPT’s most recent ‘Gender Equality Indicators’ as defined and published under the Workforce Gender Equality Act are available at www.wgea.gov.au.
1 Encompassing the Board, the GPT Leadership Team, and a selected cohort of other senior leadership positions.
1.5 Review of Board Performance
The Board considers that ongoing reviews of its performance is essential to good governance by providing a mechanism to raise and resolve issues and to provide recommendations to assist the Board to ensure it remains effective. Performance reviews may be undertaken internally or with the assistance of an external facilitator and cover the activities of the Board and each of its Committees with feedback being provided by the Directors and members of the Leadership Team.
The last evaluation of the Board’s performance by an external facilitator was undertaken in late 2012. An internal evaluation of the Board’s and each of its Committee’s performance was undertaken in 2015 in accordance with the principles set out in this statement.
1.6 Review of Senior Executives Performance
GPT has implemented a performance management system to provide senior executives with performance objectives. Components of this system include GPT or business unit financial and non-financial key performance indicators, as well as an assessment of performance measured against GPT’s values and culture. Key performance indicators are initially set by the Board for the Chief Executive Officer and are then cascaded into the business.
The Nomination and Remuneration Committee conducts a performance review of the Chief Executive Officer annually. In turn, the Chief Executive Officer conducts performance reviews of the Leadership Team.
The performance of the Chief Executive Officer and Leadership Team during 2015 was reviewed in accordance with these principles.
Further details can be found in the Remuneration Report on pages 12 to 20 of the Directors’ Report in the 2015 Annual Financial Report.
1.7 Attendance at Board and Committee Meetings by Directors
The number of Board and Committee meetings held and Directors’ attendance at those meetings during the financial year is set out in the Directors’ Report in the 2015 Annual Financial Report.
1.8 Access to Information and Independent Advice
Each Director enters into an Access and Indemnity Deed with GPT to ensure seven years access to documents after their retirement as a Director. The Board collectively, and each Director individually, has the right to seek independent professional advice in the performance of their duties as a Director.