BWP TRUST ANNUAL REPORT 2015
24
ROLES OF THE BOARD AND
MANAGEMENT
The respective roles and responsibilities of the Board and
management are set out in the compliance plan.
The role of the Board of the responsible entity is to ensure that
the Trust is managed in a manner that protects and enhances the
interests of its unitholders and takes into account the interests of
customers, suppliers, lenders and the wider community.
The Board has overall responsibility for corporate governance,
including setting the strategic direction for the Trust, establishing
goals for management and monitoring the achievement of these
goals. The Board’s responsibilities and duties include:
>> adopting annual operating budgets for the Trust and monitoring
progress against budgets;
>> monitoring and overseeing the Trust’s financial position;
>> determining that satisfactory arrangements are in place for
auditing the Trust’s financial affairs;
>> ensuring that all transactions with Wesfarmers and other related
parties are carried out at arm’s length, including obtaining
independent valuation support for property related transactions;
>> reviewing the level and adequacy of services provided by
external service providers including services provided by
Wesfarmers;
>> ensuring that appropriate policies and compliance systems
are in place, and that the responsible entity and its officers act
legally, ethically and responsibly on all matters; and
>> complying with the statutory duties and obligations as imposed
by law.
The board has delegated responsibility for the day-to-day
management of the Trust to the Managing Director.
The separation of responsibilities between the board and
management is clearly understood and respected.
COMPLIANCE COMMITTEE
The responsible entity of a registered scheme must establish
a compliance committee if less than half of the directors of the
responsible entity are external directors.
Under section 601JA of the Act, a director of the responsible entity
is an external director if they:
a. are not, and have not been in the previous two years, an
employee of the responsible entity or a related body corporate;
b. are not, and have not been in the previous two years, a senior
manager of a related body corporate;
c. are not, and have not been in the previous two years,
substantially involved in business dealings, or in a professional
capacity, with the responsible entity or a related body corporate;
d. are not a member of a partnership that is, or has been in the
previous two years, substantially involved in business dealings,
or in a professional capacity, with the responsible entity or a
related body corporate;
e. do not have a material interest in the responsible entity or a
related body corporate; and
f. are not a relative of a person who has a material interest in the
responsible entity or a related body corporate.
It is the responsible entity’s policy that the Board should have a
majority of non-executive directors and that not less than half of the
directors are external (as defined under section 601JA of the Act).
The Board composition is consistent with this policy, and as such
a compliance committee is not required.
BOARD COMPOSITION
Under the Trust’s compliance plan, the Board of the responsible
entity should comprise a sufficient number of directors (not less
than four) to ensure the balance of skills, knowledge and experience
required. The Board is currently comprised of one executive director,
and seven non-executive directors, six of whommeet the external
director requirements of section 601JA of the Act.
Under a board succession plan developed in 2012, the board
has been undertaking an orderly renewal programme of its
members which has ensured not only that the Board maintains
the complementary skillsets required following director
retirements, but that there is also an appropriate weighting
between the numbers of recently appointed directors on
the Board and directors who have several years’ valuable
experience with the Trust.
As part of the succession plan, two additional directors, Erich
Fraunschiel and Michael Steur were appointed to the Board in
February 2015. Mr Fraunschiel will succeed John Austin as
Chairman following Mr Austin’s retirement at the end of 2015.
Under the provisions of the Trust compliance plan, Wesfarmers
may nominate one director to the responsible entity Board. Tony
Howarth was nominated by Wesfarmers Limited and has been a
board member since 2012.
The Chairman is an external director. The roles of the Chairman
and the Managing Director are not held by the same individual.
Details of directors in office at the date of this report, including age,
qualifications and experience, are set out on pages 20 to 21
of this report.
DIRECTOR SKILLS, EXPERIENCE
AND ATTRIBUTES
In considering potential candidates for appointment to the Board,
the Board considers the following factors:
>> the skills, knowledge and experience of the person which are
relevant to the role of director of the responsible entity;
GOVERNANCE
