Corporate Governance

Board Committees

Five permanent Board Committees have been established to assist in the execution of the Board's responsibilities. These are the:

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The charters below set out how these committees are constituted and the Board’s policies for their operation:

Board Charter

Audit Committee Charter

People and Culture Committee Charter

Risk Committee Charter

Sustainability Committee Charter

Nominations Committee Charter

Unlisted property funds

Stockland previously managed unlisted property funds between 2005 and 2019, to offer unlisted property investment opportunities to wholesale and retail investors, provide new sources of capital, facilitate asset growth and generate sustainable income. Stockland Capital Partners Limited (“SCPL”), a wholly owned entity of Stockland, was the responsible entity for the unlisted property funds. While Responsible Entity for the property funds, SCPL had a separate Board of Directors. The last fund was wound up in 2019 and deregistered with ASIC in 2021.

Code of Conduct

Stockland’s Directors, management and employees are required to maintain high standards of conduct. Stockland's Code of Conduct is periodically reviewed and endorsed by the Board and covers dealings with both external parties and internal operations.

Stockland Code of Conduct

The Code of Conduct is supported by the following policies:

Anti-Competitive Behaviour

Conflicts of Interest and Related Party Transactions Policy

Diversity and Inclusion Policy

Fraud, Bribery and Corruption Prevention Policy

Government Relations

Human Rights

Respectful Workplace Policy

Securities Trading

Whistleblowing

Work Health and Safety

Anonymously report improper conduct

Stockland is committed to conducting our business, with integrity, in line with our values and with consideration to our stakeholder expectations. Stockland encourages employees and external stakeholders to report any improper conduct they encounter. All complaints are investigated in a fair and objective manner, including the involvement of external parties where appropriate. 

Stockland employees or external stakeholders who wish to report improper conduct anonymously can do so via the ‘Tell Me’ online form.

Other key corporate governance policies

Stockland also has the following key corporate governance policies:

Financial Services Dispute Resolution Policy

Privacy

Risk Management

Communications

The Board aims to ensure that its securityholders are kept well-informed of all major developments and business events that are likely to materially affect Stockland's operations and financial standing and the market price of its securities. Accordingly, Stockland has the following policies in place:

Continuous Disclosure and External Communications Policy

Investor centre

Media centre

Property portfolio

Investor presentations

Financial results and reports

Corporate reporting

Annual General Meetings

Stockland Tax Control and Governance Policy Framework

Stockland maintains a Tax Control and Governance Framework, reviewed and approved by the Audit Committee, which outlines the principles governing Stockland's tax strategy and risk management policy.

Stockland's Tax Control and Governance Framework is consistent with the guidelines published by the Australian Taxation Office (ATO) regarding tax risk management and governance processes for large business taxpayers.

Stockland undertakes periodic review of the Tax Control and Governance Framework to test the robustness of the design of the framework against ATO benchmarks and to demonstrate the operating effectiveness of internal controls to stakeholders.

The key principles of our Tax Control and Governance Framework are summarised as follows:

• A tax strategy that ensures all tax affairs are conducted in a transparent, equitable and commercially responsible manner, whilst having full regard to all relevant tax laws, regulations and tax governance processes, to demonstrate good corporate citizenship;
  
  
• A balanced tax risk appetite which is consistent with the Board approved risk appetite, to ensure Stockland remains a sustainable business and a reputable and attractive investment proposition;
  
  
• A commitment to engage and maintain relationships with tax authorities which are open, transparent and co-operative, consistent with Stockland's Code of Conduct; and
  
  
• An operating and trading business based in Australia, with no strategic intentions of engaging in any tax planning involving the use of offshore entities or low tax jurisdictions.

Tax Transparency Code

Stockland is a signatory to the Board of Taxation’s voluntary Tax Transparency Code (TTC), having committed to adopt all components of the TTC.

The TTC is a voluntary code which outlines the minimum standard of information to be disclosed to facilitate greater transparency of tax affairs for large businesses. 

The key components of the TTC which Stockland has adopted and disclosed within its annual financial reports are:

• Reconciliation of accounting profit to tax expense and effective company tax rate;
  
  
• Identification of material temporary and non-temporary differences; and
  
  
• Approach to tax strategy and governance.

Further information on the TCC can be found on the Australian Tax Office website.