Corporate Governance

The Board comprises three Directors: two Independent Directors (of which one is the Chairman) and a representative of the Manager. The Company's Constitution provides for the appropriate number of Directors to be between three and seven but requires the number of Independent Directors represented on the Board to in all cases constitute a majority.

The Board is committed to maintaining the highest standards of business behaviour and accountability. Accordingly, the Board has adopted corporate governance policies and practices designed to promote responsible conduct of the Company.
The Board is committed to responsible environmental management and recognises environmental management as one of its corporate responsibilities.

Role of the Board
The Board has the ultimate responsibility to set policy regarding the strategic direction of the Company and oversight of the management of the Properties for the benefit of Shareholders and other stakeholders. The responsibilities of the Board include:

  1. statutory responsibility for the affairs and activities of the Company including the provision of annual financial statements that comply with generally accepted accounting practice that provide a true and fair view of the Company's financial position;
  2. ensuring effective disclosure policies and procedures are fulfilled to maintain a fully informed market;
  3. protecting and enhancing the value of the assets of the Company for the benefit of Shareholders. It achieves this through the approval of appropriate corporate strategies, with particular attention to capital structure, acquisition and divestment proposals, capital expenditure, and review of the performance of the Manager in accordance with its duties and responsibilities under the Management Agreement; and
  4. delegating responsibility to the Manager to implement and deliver the adopted corporate strategies determined by the Board. The Manager's duties are broadly defined as:
    - Investment Management Duties;
    - Property Management Duties; and
    - Administrative Management Duties.

Board members have appropriate qualifications and a range of competencies to ensure that all governance responsibilities are fulfilled and to achieve the best possible use of resources for Shareholders' benefit. The Board intends to assess its performance annually. In discharging their duties, Directors are provided direct access to the Manager and have the right to seek independent advice from external advisers to ensure the proper performance of their duties.

Board Committees
The Board has a number of formally constituted committees that comprise Directors, and in some cases, representatives from the Manager. Committees are established by the Board to review and analyse policies and strategies which are within their terms of reference.

The committees are as follows:

Investment Committee
The Investment Committee is responsible for reviewing and approving acquisitions. The Investment Committee comprises those Board members who are independent in relation to the particular transaction being considered but shall consist of not less than two members to constitute a quorum. Investment decisions will require the unanimous approval of the Investment Committee. Any Director representative of the Manager is only able to vote on transactions that are not with related parties of the Manager.

Audit and Risk Management Committee
The Audit and Risk Committee is responsible for monitoring and reviewing the effectiveness of the Company's controls in the areas of operational and balance sheet risk, legal and regulatory compliance and financial reporting. The committee discharges these responsibilities by:

  • reviewing, in conjunction with its external auditor the adequacy of controls put in place by the Manager to identify and manage areas of potential risk and to safeguard the assets of the Company;
  • maintaining the independence of the external auditor and reviewing the external audit functions generally; and
  • evaluating the processes in place to ensure that financial records and accounting policies are properly maintained in accordance with statutory requirements and financial information provided to Shareholders and the Board is accurate and reliable.


A copy of the KPF Board Charter may be downloaded as a PDF here.