Importance of Corporate Governance and Ethics in Peet Limited
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This report discusses the importance of corporate governance and ethics in Peet Limited. It covers the board composition, reports from the chairman and CEO, remuneration report, and board orientation. The report also analyzes the application of stewardship theory in the company.
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MANAGEMENT1 Executive Summary This report content is taken from various secondary sources, journals and websites. This company’s Corporate Governance had been changed from the preceding years. Peet Limited had Celebrated successful year on the “Australian Securities Exchange” since 2004 and had acquired its position in the ASX Index. In the preceding years, the company had tremendous growth because of the ethics and governance states by the company. This is because of the different ethical and governance outlook as compared to the other companies. It had been observed that objective of PPC is following all ethical grounds and the performance of the employees, as well as the direction of management, is considered following social norms, religious practices and are influenced by cultural ethics.PPC corporate governance and ethics encourages better communication, which helps in the process of decision-making. As the companies have effective corporate governance, so this company had been included in one of the most of the companies of Real estate in Australia. Due to the previous growth of this company, the Stakeholders attracts towards this company, as the Board Orientations of this company is also presentable and effective. Hence, corporate governance and ethics are acceptable by the Stakeholders. Peet limited corporate governance & ethics objectives and aims are to consistently understand and develop an approach to maintain standards of conduct and behaviour of the Directors, consultants, employees, and officers in carrying out their roles.
MANAGEMENT2 Contents Introduction....................................................................................................................3 “Peet Limited”: Introduction and Summarization..........................................................3 Corporate Governance at “Peet Limited”......................................................................5 Board Composition...........................................................................................6 Source: The Board of Directors of “Peet Limited”(Peed Limited , 2019)................6 Chairman Report........................................................................................................6 CEO Report................................................................................................................7 Remuneration Report.................................................................................................7 Board Orientation of “Peet Limited”.............................................................................8 Analyse of Board Orientation by applying “Stewardship theory”.............................8 Analyse of Board Orientation by applying “Resource Dependency theory”...........10 Interpretation of PPC communications using “Legitimacy Theory”...........................12 Conclusion....................................................................................................................13 Bibliography.................................................................................................................14
MANAGEMENT3 Introduction The Purpose of the Report is to understand the importance and role of Corporate Governance and Ethics in the company named “Peet Limited”. In this Report, the Peet Limited Company has been chosen to explain four parts, which help the reader to understand the corporate governance, and ethics run in Peet Limited. In addition, this report is based on the proper research on each part with the help of various secondary sources and some important websites. In this Report, the concept, research had been done for all the parts of the assignment. The first part of the report will cover the introduction and summarization of the Peet limited, whichincludethecompany’s‘CodeofConduct&Ethics’,recenthistory,recent achievements, missions and overview of the company’s industry. The second part will cover the corporate governance at “Peet Limited”, which includes board composition, Report from ChairpersonandCEO,andRemunerationReport.ThethirdpartincludestheBoard Orientation, explained with the help of “Stewardship Theory” and “Resources Dependency theory”. In addition, the last part of the report will cover the Interpretation of the “Peet Limited” communications using “Legitimacy Theory”. The following paragraphs will help you to find out the essential outcomes of the reports, which has been included in the conclusion part. “Peet Limited”: Introduction and Summarization The “Peet Limited” is one of the Australian leading company deals as residential developers. They create master-planned communities, apartments and medium density housing for the Australian homebuyers across the country. This company provides an ample
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MANAGEMENT4 number of opportunities for development partners, investors and consumers(Peet Limited , 2019).The Objective of this company is to create and maintain the value of the company for the longer duration and to have optimum returns for the shareholders of the PPC through various strategies, innovative plans and quality acquisition which helps in companies development. In addition, these objectives are specified as per the needs of the stakeholders, which help in the sustainable growth of the company(Peet Limited , 2019). James Peet founded this company, as he believed that the Australians have the right to have the home and property of their own. Hence, he established this company in 1895. In 2004, this company is listed in the Australian Securities Exchange with the code name of PPC(ASX, 2019). In recent years, the company has expanded and become the national company and counted among the idolized companies in the property sector. Since 120 years, the company is serving their stakeholders and shareholders with an appropriate vision, effective leadership,great courage and with the proper integrity for the Property sector(Peet Limited , 2019). This company falls under the Property industry comprises the permanent fixtures and trade of land across Australia. From the period of 1890 to 1990, it had been observed, that the prize of properties in Australia continuously grew with 0.5% per year, after the inflation. However, the faster rate of growth had been seen in this industry after 1990, which denotes the sign of contracting economic bubble(Peet Limited , 2019). This industry had to follow the “Australian Property Law” as it is the ethical duty of the entire organisations in the property industry to follow this act. The government for the property industry in Australia led down this act and the Australian company corporate governance has to follow the rules and regulations of this law(Herbert Smith Freehills, 2019).
MANAGEMENT5 This company corporate governance offers the consolation by providingtransparency, accountability, effective commercial system and robust project management. In addition, the Board of this company includes highly qualified members with lots of experience in local, national and international organisations(Peet Limited , 2019). In Peet Limited, the risk management system helps in secure the assets of stakeholders of the company. This system also helps in providing the oversights to do the management in the various commercial arrangements on behalf of the company’s clients. In addition, the company provides several projects, which involves thousands of people. This had been done by maintaining a tremendous safety record. This company has the teams of the managers who are only dedicated to the Work Health Safety and they ensure that the company must follow the legislation, regulations and the policies(Peet Limited , 2019). The Peet Limited performance is transparent in nature for their stakeholders. It had been observed in the recent historical records that this company was always able to maintain the promises and stick to its commitment. This company had various project agreements and contracts, which are qualified, properly reviewed, measured and monitored on a regular basis. Corporate Governance at “Peet Limited” The corporate governance of “Peet Limited” states the policies and practices which has to be followed by the organisation. This includes the management of many interests of a corporation’s shareholders. It involves the rules and practices framework through, which Board of Directors of “Peet Limited” fortifies the company accountability, transparency and fairness in the relationship with the company’s stakeholders such as employees, financiers, customers, government and communities. Peet Limited considered the framework of corporate governance as per specified in Principles mentioned by the ASX Corporate
MANAGEMENT6 Governance Council. The following points help to understand the corporate governance at PPC(Peet Limited , 2019). Board Composition The Board Composition of the PPC is comprised of five of Non-Executive Directors, from which three of them are Independent Directors and one is Executive Directors(Peet Limited, 2019). The Board of Directors were assessed the Non-Executive Directors, which are Independent. The appointment of the Board of Directors is based on the “ASXCGC Recommendations” and had been reviewed on a regular basis(Peet Limited , 2019). However, the Current Board Composition of Peet Limited is not meet up with the “ASXCGC Recommendations”. The Board composition of PPCis described in the following table with their Independent and Nondependent Ratio. Sno.Name of the DirectorDetails of the Directors designations 1.Mr Tony LennonNon-executive Chairman (Non-Independent) 2.Mr Brendan GoreManaging Director and CEO (Non-Independent) 3.Mr Trevor AllenDirector of the company (Independent) 4.Ms Vicki KrauseDirector of the company (Independent) 5.Mr Anthony LennonDirector of the company (Non-Independent) 6.Mr Bob McKinnonNon-Executive Director (Independent) Source:The Board of Directors of “Peet Limited”(Peed Limited , 2019)
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MANAGEMENT7 Chairman Report The Chairman of the “Peet Limited” had presented this report on the behalf of the Board of Directors. This report is part of the Annual Report 2018(Peet Limited , 2018). The Chairman of this company states that the previous financial year had to go through the variable condition of the market continuously across Australia in the Residential Property Industry. The Chairman also specifies that the PPC had acquired and sustained the strongest market position in the Australian Property sector. The better performance of this company gave the employment growth in the organization. In addition, the business of this company also increased demand forConfidence Lifted Property. CEO Report In the previous financial year 2018, the Chief Executive Director had presented the report in the Annual Report of the company in 2018. This report states that the previous financial year of Peet Group had shown a greater respond and the positive year for this company helps in the upliftment of the company reputation(Peet Limited , 2018).In addition, the CEO report also specifies that the geographically diversified “Land Bank” and the portfolio of the product shows the solid Performance of the company with positive results. Remuneration Report This is the part of “Remuneration Report”, which state that the remuneration of the company is decided in accordance with the framework specified by the remuneration committee. This report covers the service agreement of PPC and the details of the remunerations(Peet Limited , 2019). In addition, the guidelines and the principles of PPC which had been used by the company to determine the remuneration of the Board of
MANAGEMENT8 Directors. Moreover, the compensation of the shareholders is mentioned and the other additional information in perspective of the remuneration of the companyis also mentioned in this report(ASX, 2019). Board Orientation of “Peet Limited” Peet Limited’s board orientation is the process that helps the new directors, states the contribution in the tenure and states their role to corporate governance and ethics in the board (Peet Limited , 2019). The board orientations role is to provide important information about the organisation. In addition, it specifies the rule and responsibility of the Board of directors of PPC. In addition, it also serves to build an effective relationship among the PPC Board members, which provides support and promotes the agreement about their work. The corporate governance committee is responsible for the Board Orientations. The Board Orientation program provides detail information about the company. The Board orientation of the company can be analysed with the help of “Stewardship and Resource Dependency Theory”, which is explained in the following paragraphs. Analyseof Board Orientation by applying “Stewardship theory” In “Stewardship theory”, the directors of the company motivated by the non-economic activities such as doing a good job and being a corporation’s resources good steward (Schillemans & Bjurstrøm, 2019, pp. 2-10). “Peet Limited” governance strategies protect the shareholders and owners interest and the Executive directors of the company had done this to secure their interest. The objective of this company is to sustain and maintain a successful organization to prosper the shareholders of the company. Hence, Stewardship theory is applicable in this firm. According to this theory, the independent directors are not needed in the organisation as the executive directors
MANAGEMENT9 and managers already motivated to do their actions, which are in favour of the organisation (Johansson, 2010). Hence, there is a requirement to empower them instead of monitoring their work. This theory helps in identifying, responding and understanding its stakeholder's groups. The stakeholder's group includes customers, creditors, communities and employees, where the corporation must attend all the needs of stakeholders in this theory. PPC constructs the skilled report that shows that the board has the skills, experience and knowledge. This helps in providing the corporation in an effective direction, which opens the door for the searching resources for the corporation. This company Board follows the principle of good corporate governance, where the directors received the remuneration related to the performance. In addition, they receive the other benefits of retirement or termination, exceptsuperannuation. The Board focus is to provide a shareholder with the profits, dividend and growth. Remuneration provided to the Directors and the Executives, mentioned in the remuneration report is in detail and this report is the part of the director’s report. The key communications of this company specify the Remuneration Report, Company Income Statement and Balance Sheet. To understand how this theory is applicable in the organisation, here is the details explanation of “Peet Limited” board composition, its focus and key communication. Board Composition of PPC This theory is suitable for board composition of PPC as major directors are non- independent here. They have the knowledge that how to run the company. In addition, they know how to have growth in the company’s assets. The Stewardship theory helps in maintaining the relationships between the Board and PPC Shareholders, which promotes and sustains the trust of shareholders on the company and helps in building up the greater
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MANAGEMENT10 efficiency. In addition, the application of this theory concept provides benefits to those people also who are connected with the “Peet Limited”. Board focus of PPC The PPC board focus in this theory is to have internal growth in strategy and there is an establishment of proper capital management. It helps the company to develop innovative strategies, which is in favour of the Shareholder’s interest. In addition, itprovides a shareholder with the profits, dividend and growth. Remuneration provided to the Directors and the Executives, mentioned in the remuneration report is in detail and this report is the part of the director’s report. The focus of the PPC’s board in this theory based on the concept of self-serving, which means they are themselves responsible for their activities in the organisation for the further growth of the company. Key Communication of PPC At the part of key communication, organisation Chairperson’s report has been released in which the Balance Sheet and Cash Flow statement is represented. In PPC, mostly directors are non-independent directors. The key communication of the company helps in maintaining the coordination among the different groups in the organisation. It also gives competitive advantages to the company. Hence, this theory is applicable in “Peet Limited”. Analyse of Board Orientation by applying “Resource Dependency theory” This theory is applicable in “Peet Limited” as this organisation have an appropriate control on its external resources. To maintain and create the links to the resources, the BOD of PPC plays an important role. The board members of the PPC add the value to the organisation by their skills and maintain their contacts with the groups such as educators,
MANAGEMENT11 policymakers and lobby groups. These group links help in reducing the uncertainty in future of accessing the resources required in the organisation. Board Composition of PPC In this Theory, the ratio of the independent or non-independent director in the board composition is not so important. The most significant factors in this theory are a mix of contacts and skills.In Peet Limited, the mix of skills and contacts ensures the flow of vital resources. Board focus of PPC The focus of the board in this theory is to the provider of the resources. In addition, the board focus is on the capital and resources flow management, which enhances the resources of the “Peet Limited”. Key Communication of PPC The key composition is depending on the company, which means they serve to secure the vital resources of the company. The key communication of the board helps the PPC to create and maintain new contacts so that the company have further increment in the resources. Peet limited constructs the skilled matrix, this shows that the board has the skills, experience and knowledge. This helps in providing the corporation in an effective direction, which opens the door for the searching resources for the corporation. Hence, this theory is applicable to this company.
MANAGEMENT12 The above discussion helps in understanding the growth of strategies and capital management in the company. Hence, “Stewardship theory” and “Resource Dependency Theory” are applicable in Peet Limited’s corporate governance. Interpretation of PPC communications using “Legitimacy Theory” Legitimacy theory is the mechanism, which helps the “Peet Limited” in implementing and developing environmental disclosure and volunteering the social aspects. In addition, it also helps the PPC in securing assets of the company. This is done to fulfil the social contracts of the company. This ensures that Peet Ltd must operate within the norms and bounds of the respective community and society. This theory helps the organisation to follow the rules and laws perceived by society.This theory is based on the idea of the social contract, which establishes the link between the business and society. Communication in the Property Industry plays an important as it helps the PPC in maintaining the systematic structure of the organisation. It helps in increasing sales, retaining the clients, implementation of strategies and corporate branding. The PPC has the designs of the communication process to reveal the meaning and relationships of the social culture and natural heritage is the interpretation of communication in this company. It involves the objects, artefacts, sites and landscape of the business. Interpretation of PPC communication means the combination of communication principles of this company. Every organisation has its owninterpreters. These interpreters should have the appropriate working knowledge. Interpretation ofPPCcommunications can be done by applied legitimacy theory in the organisation. Thisencourages the company for constructive, candid and open communications, which shows they are easily accessible. The company always try to treat the employees and society with fairness and equality. In addition, their communication helps
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MANAGEMENT13 them in maintaining the trustful relationships with society and this is only possible if the company islegitimated for social interest. Moreover, this social legitimacy in return provides capital and other essential resources to the company. Therefore, legitimacy theory helps in maintaining the communication between the board, external and internal individuals(Price, 2018). In addition, this theory states that the company should design a communication policy to support communication with the shareholders and the stakeholders of the company. Conclusion From the above discussion, it can be concluded that the PPC have effective corporate governance, which has been explained in the above paragraphs with the help of various theories and concepts in the organisation. The theories can be applied to the are “Stewardship theory” and “Resources Dependency Theory”. In addition, there is a number of policies of corporate governance, which adopted by the company. In the above paragraphs, there are the introduction and summary of the company, which explains the company corporate governance. Moreover, there is a detail explanation of the board orientation with the help of various theories. In this report, there is a discussion in the above paragraphs, which shows the remunerations committee of “Peet Limited” has a responsibility to make recommendations to the Board of the company. In addition, the company communication interpretation by applying the legitimacy theory, also explained in the above paragraphs, which helps in understanding the importance of it in the company.
MANAGEMENT14 Bibliography ASX. (2019, June 1).ASX Corporate Governance Council. Retrieved from ASX: https://www.asx.com.au/documents/asx-compliance/cgc-principles-and- recommendations-3rd-edn.pdf ASX. (2019, June 1).PPC.Retrieved from ASX: https://www.asx.com.au/asx/share-price- research/company/PPC Herbert Smith Freehills. (2019, June 1).Property Law.Retrieved from Herbert Smith Freehills: https://www.herbertsmithfreehills.com/doing-business-in-australia/ content/property-law Johansson, R. G. (2010). Management for sustainability.Total Quality Management & Business Excellence, 21(7), 737-744. doi:10.1080/14783363.2010.483095 PeedLimited. (2019, June 1).Our Team. Retrieved from Peed Limited: https://www.peet.com.au/about-us/who-we-are/our-team Peet Limited. (2018, May 31).Annual Report 2018. Retrieved from Peet Limited: https://www.peet.com.au/-/media/peet/documents/corporate/corporate/2018/asx- announcements/annual_report_2018.ashx Peet Limited. (2019, June 1).ASX Announcement. Retrieved from Peet Limited: https://www.peet.com.au/investor-centre/peet-ltd/asx-announcements Peet Limited. (2019, June 1).Code of Conduct and Ethics. Retrieved from Peet Limited: https://www.peet.com.au/-/media/peet/documents/corporate/corporate/corporate- governance/2018/180801-peet-limited-code-of-conduct-and-ethics.ashx?la=en
MANAGEMENT15 Peet Limited. (2019, June 1).Corporate Governance.Retrieved from Peet Limited: https://www.peet.com.au/investor-centre/peet-ltd/corporate-governance Peet Limited. (2019, June 1).Corporate Governance Statement. Retrieved from PeetLimited: https://www.peet.com.au/-/media/peet/documents/corporate/corporate/corporate- governance/2018/180823peetlimitedfy18appendix4gcg-statement.ashx?la=en Peet Limited. (2019, June 1).Deloitte.Retrieved from Peet Limited: https://www2.deloitte.com/content/dam/Deloitte/au/Documents/Real%20Estate/ deloitte-au-dre-real-estate-outlook-2018-australian-perspective-150218.pdf Peet Limited. (2019, June 1).Home.Retrieved from Peet Limited: https://www.peet.com.au/ Peet Limited. (2019, June 1).Our History.Retrieved from Peet Limited: https://www.peet.com.au/about-us/who-we-are/our-history Peet Limited. (2019, June 1).REMUNERATION COMMITTEE. Retrieved from Peet Limited: https://www.peet.com.au/-/media/peet/documents/corporate/corporate/ corporate-governance/180801-remuneration-committee-charter-policy.ashx?la=en Peet Limited. (2019, June 1).Risk Management Policy.Retrieved from Peet Limited: https://www.peet.com.au/-/media/peet/documents/corporate/corporate/corporate- governance/2018/180801-risk-managment-policy.ashx?la=en Peet Limited. (2019, June 1).Strategic Focus.Retrieved from Peet Limited: https://www.peet.com.au/about-us/who-we-are/strategic-focus Peet Limited. (2019, June 1).Financial Report 2018. Retrieved from Peet Limited: https://www.peet.com.au/investor-centre/peet-ltd/financial-reports
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MANAGEMENT16 Price, N. J. (2018, October 11).The Role of the Board of Directors in Corporate Governance. Retrieved from Diligent insights: https://insights.diligent.com/corporate-governance/the-role-of-the-board-of-directors- in-corporate-governance/ Schillemans, T., & Bjurstrøm, K. H. (2019, Feb 8). Trust and Verification: Balancing Agency and Stewardship Theory in the Governance of Agencies.International Public Management Journal, 1(1), 2-10. doi:10.1080/10967494.2018.1553807