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corporate

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:

  • A preventative approach is adopted through adequate hazard management and regular review of action plans.

  • Appropriate standards of work methods are maintained by consultation between contractors and managers.

  • 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.