The HPI Board has created a framework for managing HPI, including adopting relevant internal controls, risk management processes and the corporate governance policies and practices which it believes are appropriate for HPI’s business and are designed to promote a responsible management and conduct of HPI and compliance with all relevant laws, including the Listing Rules and the Corporations Act.
The Board Charter is the policy document that sets out the responsibilities and obligations of the Board; the legal framework within which it operates; structure of the Board; the policies and procedures that the Board has decided upon to meet its legal and other responsibilities; remuneration and other director benefits; meetings of the Board; delegations of power to Committee of Directors; delegations of authority to Senior Management; and independence of directors.
The Board currently comprises 3 independent non-executive Directors and 1 executive Director.Board Charter 294.46 KB
The Board has established the following Committees:
Board Audit and Risk Committee
The Board Audit and Risk Committee assists the Board in fulfilling its corporate governance and oversight responsibilities. The Committee also assists the Board in assessing the effectiveness of the Company’s financial risk management and internal control systems.
The Board Audit and Risk Committee Charter is the policy document that sets out the responsibilities and obligations of the Committee, its composition and meetings.
The Committee comprises not less than three Directors, with all being non-executive Directors and a majority being independent Directors. Its composition is reviewed annually by the Board.BARC Charter 186.95 KB
Human Resources & Nominations Committee
The Human Resources & Nominations Committee recommends to the Board policies and practices which enable the Company to attract, retain and motivate high calibre Directors and Executives.
The Human Resources & Nominations Committee Charter is the policy document that sets out the responsibilities and obligations of the Committee, its composition and meetings.
The Committee comprises not less than three Directors, including an independent chairman.Human Resources & Nominations Committee Charter 140.35 KB
Responsible Entity Compliance Committee
The Responsible Entity Compliance Committee assists the Board in discharging its duties as Responsible Entity to the Trust by undertaking functions under section 601JC of the Corporations Act 2001, including in fulfilling its corporate governance and oversight responsibilities.
The Responsible Entity Compliance Committee Charter is the policy document that sets out the responsibilities and obligations of the Committee, its composition and meetings.
The Committee comprises not less than 3 members, with at least 1 being a non-executive Director. The Chairman of the Committee must be an independent non- executive Director who is not the Chairman of the Board. Its composition is reviewed annually by the Board.RECC Charter 194.79 KB
The HPI Group has a formal Code of Conduct which is a set of guiding principles which are to be observed by all of the Company’s directors, employees, contractors, consultants, agents and other intermediaries of the Company.
These principles fall under the following categories:
- Honesty, integrity and fairness
- Responsibilities to Securityholders and financial markets
- Compliance with laws, policies and procedures
- Relationship with politicians and government officers;Confidential information, privacy and maintenance of business records
- Conflicts of interests
- Engaging external personnel
- Use of the Company’s and the Trust’s resources and information systems
The Code of Conduct is observed consistent with the laws of the jurisdiction in which the Company operates and in conjunction with all other Board Governance Policies.Code of Conduct 193.73 KB
Security Trading Policy
The purpose of the Security Trading Policy is to ensure compliance with the ASX Listing Rules, and to ensure that Key Management Personnel and Employees of the Company and their respective related parties are aware of the legal restrictions on dealing in the Company’s and Trust’s stapled securities, options or other securities while such person is in possession of unpublished price sensitive information concerning the Company and the Trust.
The ordinary shares of the Company are stapled to units in Hotel Property Investments Trust.Security Trading Policy 181.75 KB
Continuous Disclosure Policy
ASX Listing Rule 3.1 requires the Company to immediately disclose to ASX any information concerning the Company and the Trust:
- when the Company is, or becomes aware of the information; and
- which a reasonable person would expect the information to have a material effect on the price or value of the Company’s and the Trust’s securities, commonly referred to as “price sensitive information”.
Risk Management Policy
The Board of the HPI Group considers risk management as fundamental in maintaining efficient and effective operations and generating and protecting Securityholder value. The management and oversight of risk is an ongoing process integral to the management and corporate governance of the HPI Group.
The risk management function is supported by the Board Audit and Risk Committee (“BARC”), of HPI Limited.
HPI Limited acts as responsible entity (“RE”) for the Trust.Risk Management Policy 410.16 KB
Securityholder Communication Policy
The Securityholder Communication Policy outlines the steps implemented by the HPI Group to ensure that holders of the Company’s and Trust’s securities, regulators and the wider investment community are informed and have access to all major developments affecting the Company and the Trust in an accurate, timely and effective manner.Securityholder Communication Policy 84.25 KB
Process for evaluating performance
This document prescribes the process for the Company to monitor and evaluate the performance of its Board of Directors, its Board Committees and individual Directors.Process for evaluating performance 103.29 KB
Whistleblower Protection Policy
The Whistleblower Protection Policy outlines the approach to the protection of Whistleblowers. The policy applies to all Eligible Whistleblowers who wish to report Disclosable Matters.Whistleblower Protection Policy 307.69 KB
The Diversity Policy reflects the Company’s strong commitment to diversity and inclusiveness through equal opportunity to career development, remuneration and benefits.Diversity Policy 76.83 KB
Corruption and Fraud Detection and Prevention Policy
The Corruption and Fraud Detection and Prevention Policy provides example of corrupt conduct and emphasises the importance of a robust internal control environment to detect and prevent corruption and fraud.Corruption and Fraud Detection and Prevention Policy 179.39 KB