Principle 3: Promote ethical and responsible decision-making
Companies should actively promote ethical and responsible decision-making.
Board meetings
Board meetings are held quarterly, with additional meetings held as necessary. The table below is the CMIL Board attendance for the 2010-11 financial year:
| Director |
No. of meetings held |
No. of meetings attended |
| R M Haddock |
13 |
12 |
| J F Kropp |
13 |
12 |
| N J Milne |
13 |
13 |
| G A Petersen |
13 |
13 |
| M J Venter |
13 |
12 |
| G Johnston, alternate for G A Peterson |
13 |
0 |
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Access to documents
The Board has access to all documents and information necessary to discharge its duties and responsibilities.
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Code of conduct
The Directors of CMIL and the Fund’s management team are required to conduct themselves in accordance with the Bank’s Statement of Professional Practice. This may be viewed in the About us section of the Bank's website.
This Statement sets out standards of professional behaviour in areas such as conflicts of interest, professional conduct and confidentiality, and applies to all staff employed by the Bank. It is supported by Codes of Conduct, which provide the expected requirements of our people for a range of professional codes that are applied for the broader operations of the business (details can be found in the About us section of the Bank's website).
The Bank also has comprehensive policies prohibiting insider trading by Directors and executives. Any breach of these guidelines is also a breach of the Statement of Professional Practice.
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Insider trading policy
CMIL has no employees and has outsourced all of its functions, excluding those which require the holding of an Australian Financial Services Licence, to agents which include related entities.
CMIL does not have a Chief Executive Officer. Mr Angus McNaughton has been appointed by the CMIL Board as the Principal Executive Officer.
The employees of the related entities are all employees of the parent entity, the Bank. The Bank has established an Insider Trading Policy for all employees, and this forms part of the Bank’s Statement of Professional Practice. More information can be found in Ethical Policies in the Corporate governance section of the Bank’s website.
Each Director is subject to the same standards and corporate governance protocols as the Directors of the Bank, including transacting in securities. These standards and governance protocols may be viewed at the Corporate Governance section of the Bank’s website. All employees, as well as Directors and officers, are prohibited from trading in securities when in possession of unpublished price-sensitive information.
These policies can also be viewed on the Corporate Governance section of the Bank’s website.
Additionally, CMIL has in place its own Securities Trading Policy. All employees, as well as Directors and officers, are prohibited from trading in securities when in possession of unpublished price-sensitive information.
Each Director has agreed to provide notice to CMIL of any dealings in securities within five business days of such dealings so that CMIL can comply with its obligation to notify the ASX.
During the 2010 financial year, the Board approved an additional protocol for handling sensitive information prior to transactions being brought to market. The purpose of this is to ensure that all parties, including external providers that are engaged to work on transactions, are governed by the same set of practices that are imposed on internal personnel. It forms part of the suite of protocols adopted to protect against improper use of information.
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Diversity program The Bank has a diversity program which underpins the customer service, recruitment and core strategies of the group as a whole. The Bank’s commitment to diversity, and the programs that support it, are adapted, to the extent applicable, into CMIL and the Manager.
The program is underpinned by a Diversity Policy (available at www.commbank.com.au/about-us/our-company/our-approach-to-diversity/default.aspx)
The diversity strategy comprises four key areas of focus that are measurable objectives to track progress, being:
– diversity in leadership
– diversity support
– adaptable work practices, and
– respect and inclusion.
The program and policy is supported through the Bank’s Diversity Council, which was established in 2006, and is chaired by the Chief Executive Officer and comprises the whole of the executive committee of the Bank.
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APREA Best Practice standards
APREA, the Asia Pacific Real Estate Association, is a non-profit industry association that represents both the listed and unlisted real estate sector on a regional basis, targeting improved information for investors, the operating environment and representation of the sector to government and regulators.
The APREA Best Practice Handbook, released in July 2009, sets out similar standards of governance to those of the ASX Corporate Governance Council, specifically to achieve a more harmonised information disclosure within the sector and through the region, whilst recognising local jurisdictional rules.
For the 2011 financial year, CPA was fully aligned with the APREA Best Practice standards. In September 2010, CPA was highly commended in the APREA inaugural best practices award in the Mature Markets (developed countries) category.
