We believe good governance is based on the appropriate level of oversight, good communication, a focus on risks, transparency in how we operate and a culture of continuous improvement.
Martin Scicluna Chairman
We aspire to the highest standard of conduct and together with a culture of continuous improvement in standards and performance, this ensures good governance extends beyond the Boardroom.
The Board has a duty to promote the long-term success of GPE for our shareholders. It meets a minimum of six times a year and its principal responsibilities include:
- The establishment, review and monitoring of strategic objectives
- Approval of:
- Major acquisitions and disposals
- Major developments
- Significant leasing arrangements
- Significant financing arrangements
- Board appointments
- Appointment of principal advisers
- Risk oversight and the Group’s system of internal controls
- Governance oversight including review of results, feedback from shareholders and reports from Board and Management Committees and approval of policies
To ensure the Group’s effectiveness, each year the Nomination Committee undertakes a review of:
- The membership and composition of the Board, including that the balance of skills continue to be appropriate
- The recommendations arising from the Board evaluation which involves questionnaires and one-to-one meetings covering:
- The Board’s role, composition and operation
- Board, Committee and individual performance
- Group behaviours and protocols
- The Group’s overall human resourcing including succession and training and development plans
Regarding conflicts of interest, we ensure we review any proposed roles our people, not just our directors, may wish to pursue with other organisations.
Each of the Non-Executive Directors is considered to be independent from the Executive management and free from any business or other relationship, which would materially interfere with their exercising of independent judgment.
The Board recognises its responsibility for maintaining and monitoring the Group’s system of internal control and regularly reviews its effectiveness.
Key features of the internal control include:
- A comprehensive system of financial reporting and business planning
- A defined schedule of matters for decision by the Board
- Clearly defined levels of authority and documentation procedures for transactions
- Close Executive involvement in day-to-day operations
- Regular Board review of strategy and progress
- Formal sign off of the Group’s Ethics and Whistleblowing policies by all employees annually
At half year and year end, the Audit Committee also reviews and reports to the Board on the Group’s financial reporting, internal control and risk management systems and the independence and effectiveness of the auditors annually.
Nick Sanderson Finance Director
Our aim is to build strong and lasting relationships with all our stakeholders based on professionalism, fair dealing and integrity.
Relations with shareholders
Communicating with our investors is an important priority. Each year a comprehensive investor relations programme is devised to include roadshow meetings including the UK, US, Asia and Europe, investor and analyst events and property tours. In the year ended 31 March 2016, our directors and senior management held 205 formal meetings with shareholders and potential shareholders from 140 institutions.
We are also committed to providing investors with regular announcements of significant events affecting the Group, including its business activity and financial performance. This information is communicated on our website through results webcasts, analyst presentations, property videos, press releases and interviews with senior executives.
Our AGM provides an opportunity to communicate and answer questions from private and institutional shareholders. The whole Board is available before the meeting for shareholders to meet with directors on a one-to-one basis.
We know that remuneration plays an important retention role and needs to be competitive with other employment opportunities.
This is especially critical at a time in the London property cycle where demands on Executive Directors and employees are high. We are well aware of the scarcity value of proven performers, particularly those with strong development or leasing capabilities.
Our policy is to provide effective incentives for exceptional Group and individual performance. To achieve this, we base the corporate element of executive and employee reward on a small number of key performance indicators (KPIs), which are fully aligned with GPE’s strategy to generate superior portfolio and shareholder returns. These KPIs are:
- Growth in absolute Net Asset Value per share
- Relative Total Shareholder Return
- Relative Total Property Return