As at the date of this report the Board of the RE comprised three directors: two executive directors (the Group Managing Director and the Chief Executive Officer (CEO)) and one non-executive. The Chairman of the Board is a non-executive director. There are no set terms for directors to hold office. The Board meets on a monthly basis and its primary functions include:
(a) the approval of the annual and half-year financial statements, including ASX reports, and the timely lodgment thereof;
(b) the establishment of the long-term goals of the Trust and strategic plans to achieve those goals;
(c) the review and adoption of annual budgets for the financial performance of the Trust and monitoring the results on a regular basis; and
(d) ensuring that the Trust has implemented adequate systems of internal controls together with appropriate monitoring of compliance activities.
Independent Professional Advice
With the prior approval of the Company Secretary, each director has the right to seek independent and other professional advice at the Trust’s expense (providing a copy of such advice is provided to the Trust) concerning any aspect of the company’s operations and undertakings in order to fulfil his duties and responsibilities as director.
Audit and Compliance Committee
For the period 1 July 2005 to 7 February 2006 the Trust’s Audit and Compliance Committee consists of the following members, all of whom were independent of the management of the RE and did not participate in management of the RE or the Trust:
- Professor Michael Burgess (Independent Chairman of the Committee)
- Mr Richard Beck (Independent Chairman of the RE)
- Mr Paul Miller (Independent Compliance Director of the RE)
Mr Beck resigned as a director on 7 February 2006, which included resignation from the audit and compliance committee.
Following the resignation of Mr Beck both the board of directors and the Audit and Compliance Committee no longer comprised a majority of independent directors. Accordingly the corporate governance structures were amended to form an independent compliance committee and an independent audit committee.
Up to 7 February 2006, the Audit and Compliance Committee provided a forum for the effective communication between the Board and external auditors. The primary function of the Audit and Compliance Committee was to review:
(a) the annual and half-year financial statements before they are approved by the Board;
(b) the effectiveness of management information systems and systems of internal control; and
(c) the efficiency and effectiveness of the external audit function.
The Audit and Compliance Committee generally invited the Company Secretaries of the RE and the external auditors to attend the Audit and Compliance Committee meetings.
The Audit and Compliance Committee also monitored the compliance activities of the Trust and reported to the Board to ensure that the compliance responsibilities of the Trust were being satisfied and that appropriate controls and reporting practices were in place to ensure that compliance obligations were satisfied and maintained at the highest level. This included compliance with ASX reporting requirements and all other public disclosure requirements of a disclosing entity.
The Audit and Compliance Committee oversaw the performance of management and the board in achieving the compliance and business objectives of the Trust and ensured that Unit holders are informed of all information necessary to assess the performance of directors.
Risk Management and Other Board Committees
The Board is responsible for the Trust’s system of internal controls. The Board monitors the operational and financial aspects of the Trust’s activities and, through the Audit Committee and Compliance Committee, the Board considers the recommendations and advice of the external auditors and the independent chairman of the compliance committee on the operational and financial risks that face the Trust.
The Board ensures that recommendations made by the external auditors are investigated and, where considered necessary, appropriate action is taken to ensure that the Trust has an appropriate internal control environment in place to manage the key risks identified.
The size of the Trust does not justify the establishment of separate nomination or remuneration committees. These functions are carried out by the board as a whole, seeking external advice where appropriate.
Environmental Review
The Trust has a strong commitment to playing its part in reducing the damaging impact of human activity on the environment.
Occupational Health and Safety
The Trust recognises its duty to ensure the occupational health, safety and welfare (OHS&W) at work of its contractors and visitors when on the Trust’s property. The Trust has no employees. The Trust’s management plan involves several key elements:
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A preventative approach is adopted through adequate hazard management and regular review of action plans.
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Appropriate standards of work methods are maintained by consultation between contractors and managers.
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Contractors are provided with information necessary to understand the risks associated with their work and their responsibility to safe work practices.
- All legislative requirements are met and incorporate continuous improvement via Trust action plans.
Securities Trading Policy
1. Purpose
This policy statement sets out the policy of Coonawarra Australian Property Trust (Trust) and Coonawarra premium Vineyards Limited for Directors, Key Management Personnel and all other Employees dealing in securities of the Trust.
This policy is intended to ensure that Directors, Key Management personnel and all other Employees of the Trust do not make improper use of "price sensitive information" gained through their position in the Trust. This is consistent with the insider trading prohibition in the Corporations Act 2001 (Australia).
2. The Insider Trading Prohibition
If you have "price sensitive information" relating to the Trust which has not been published or which is not otherwise "generally available" it is illegal for you to:
(a) Buy, sell or otherwise deal in securities in the Trust;
(b) Advise, procure or encourage another person ( for example, a family member, a friend, a family company or trust) to buy or sell the Trust securities;
(c) Pass on information to any other person, if you know or ought reasonably to know that the person may use the information to but or sell ( or procure another person to buy or sell) securities in the Trust.
These rules also apply to derivatives relating to securities in Coonawarra Australia Property Trust ( such as options) as well as to Units.
It is the responsibility of each Director, Key Management Personnel and all other Employees to ensure that they do not do any of the things prohibited by the insider trading law. Failure to observe the spirit and letter of this policy will result in disciplinary action by the Trust.
3. Price-Sensitive Information
Price-sensitive information means information relating to the Trust that would, if the information were publicly known, be likely to:
(a) Have a material effect on the price or value of the Trust's securities; or
(b) Influence persons who commonly invest in securities in deciding whether or not to buy or sell Coonawarra Australia Property Trust securities.
Examples of price-sensitive information include, but are not limited to:
(a) Entry into or termination of a material contract;
(b) A material acquisition or sale of assets by Coonawarra Australia Property Trust;
(c) An actual or proposed takeover and merger;
(d) An actual or proposed change to the Trust's capital structure;
(e) A material claim against the Trust or other unexpected liability; or
(f) Financial information pertaining to the Trust.
4. Application Of The Policy
This policy applies to all Directors, other Key Management Personnel and to all other Employees of Coonawarra Australia Property Trust and Coonawarra Premium Vineyards Limited.
5. Securities Trading Policy
Key Management Personnel, Directors and Employees are restricted from buying or selling Coonawarra Australia Property Trust securities during price sensitive activities which include but are not limited to:
Two weeks prior to the release of any financial data, including annual and half yearly reports and applies for 48 hours after the release of the relevant report. The same restriction applies following an announcement of a material event relating to the Trust's business and operations.
Key Management Personnel and Employees should check with the Company Secretary before buying or selling any of the Trust's securities and Directors/Key Management Personnel are encouraged to consult with the Chairman and or independent director prior to buying or selling any securities in the Trust.
In addition to the above, Directors must notify the Company Secretary as soon as practicable, but not later that than 24 hours after they have sold the Trust's securities.
Breaches of this policy will be subject to disciplinary action, which may include termination of employment.
It is acknowledged that, with the approval of the Chairman, a person not in the possession of inside information may be given permission to sell securities during a prohibited period where the person is in severe financial hardship or there are other exceptional circumstances.
6. Further Information
This policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious legal ramifications of insider trading. Directors, Key Management Personnel and Employees who wish to obtain further advice in this matter, are encouraged to contact the Company Secretary. |
