Principle 2: Structure Board to Add Value
Board Experience and Skill
The Board presently comprise seven members who have been chosen to provide a mix of professional, business skills and experiences to add value to the Group’s activities. The Board comprises five independent non-executive directors and two executive directors.
The five independent non-executive directors are:
- Trevor Gerber (Deputy Chairman);
- Robert Seidler
- Andrew Martin
- Kevin McCabe; and
- Ian Robertson
Executive directors are:
- Stephen Day (Executive Chairman)
- Peter Hurley (Executive Director).
Trevor Gerber, Robert Seidler, Andrew Martin, Kevin McCabe and Ian Robertson are considered by the Boards to be independent based on the following principles:
- A director must not be an executive or a substantial security holder of the Group;
- Within the last three years a Director must not have been employed in an executive capacity by the Group or a controlled entity, or been a director after ceasing to hold any such employment;
- Within the last three years a director must not have been a principal of a material professional advisor or a material consultant to the Group or a controlled entity, or been an employee materially associated with the service provided;
- A director must not be a material supplier or customer of the Group or a controlled entity, or an officer of or otherwise associated directly with a material supplier or contractor;
- A director must not have a material contractual relationship with the Group or a controlled entity.
- A director must not have been on the Board for a period which could, or could reasonably be perceived to materially interfere with the director’s ability to act in the best interests of the Group.
Chairperson and Independence
Stephen Day was appointed Chairman of the Valad Property Group in 2004. Whilst Mr Day is not an independent executive director as recommended by the ASX Corporate Guidelines the Board considered Mr Day’s appointment and continues to believe that given Mr Day’s experience and the Group’s evolution it is still in the best interests of securityholders for Mr Day to continue as Chairman. The Board will continue to monitor the appropriateness of his role as Executive Chairman.
The Board appointed Trevor Gerber as Deputy Chairman and Lead Independent Director after the Annual General Meeting in October 2006.