CMIL and its corporate governance

CMIL and CPA operate in a robust regulatory environment that includes Australian corporate law, Managed investment scheme obligations, ASX Listing Rules and the Corporate Governance Council’s Principles and Recommendations. Underpinning our activities is to put the rights and interests of CPA’s investors first in our decisions.
The corporate governance practices of Commonwealth Managed Investments Limited (CMIL) operate in accordance with the Australian Securities Exchange (ASX) Corporate Governance Council’s Principles and Recommendations1. The following information is provided in accordance with those Principles.

The Responsible Entity 
CMIL is the Responsible Entity of Commonwealth Property Office Fund (CPA or the Fund). CMIL is a wholly owned subsidiary of Commonwealth Bank of Australia (the Bank).

The role of the Responsible Entity is to manage the Fund in the unitholders’ best interests in accordance with the Fund ’s Constitution and the Corporations Act 2001 (Cth) (the Act).

ASX CORPORATE GOVERNANCE COUNCIL PRINCIPLES
FOUNDATIONS
 

Principle 1: Lay solid foundations for management and oversight 
Companies should establish and disclose the respective roles and responsibilities of board and management.

• The Board of the Responsible Entity 
• Charter 
• Compliance Committee 
• Compliance monitoring and reporting 
• The Manager 
• Performance evaluation 
 
BOARD OF DIRECTORS 

Principle 2: Structure the board to add value 
Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties.

• Composition 
• Board independence 
• Independent professional advice 
• Appointment 
• Board performance 
• Compliance Committee performance 

 
ETHICS 

Principle 3: Promote ethical and responsible decision-making 
Companies should actively promote ethical and responsible decision-making.

• Board meetings 
• Access to documents 
• Code of conduct 
• Insider trading policy 
 
FINANCIAL REPORTING 

Principle 4: Safeguard integrity in financial reporting 
Companies should have a structure to independently verify and safeguard the integrity of their financial reporting.

• Audit Committee 

DISCLOSURE 

Principle 5: Make timely and balanced disclosureCompanies should promote timely and balanced disclosure of all material matters concerning the company.

• Continuous disclosure policy and procedures 

UNITHOLDER COMMUNICATIONS 

Principle 6: Respect the rights of unitholders 
Companies should respect the rights of unitholders and facilitate the effective exercise of those rights.

• Communication policy 
 
RISK MANAGEMENT 

Principle 7: Recognise and manage risk 

Companies should establish a sound system of risk oversight and management and internal controls.

• Risk management and internal controls 

REMUNERATION 

Principle 8: Remunerate fairly and responsibly 
Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear.

• Remuneration Committee 
• Expense reimbursement 
 

1Copies of the Corporate Governance Principles and Recommendations, ASX Corporate Governance Council are available from the Australian Securities Exchange telephone 131 279 (local call cost anywhere in Australia) or from their website.