Company Policies

Summaries of our policies

 

Code of Conduct

The Directors of Brookfield Multiplex Limited (“Brookfield Multiplex”) have adopted a Code of Business Conduct and Ethics. The Code applies to all employees of Brookfield Multiplex Limited and its subsidiaries. All employees within Brookfield Multiplex receive a copy of the Code and the supporting policies and are expected to observe the Code.

The Code prescribes the minimum moral and ethical standards of conduct required of all the company’s directors, officers and employees. Violations of the Code can have severe consequences and will result in the appropriate discipline being taken, up to and including discharge where warranted by the circumstances.

Brookfield Multiplex prides itself as being a good employer and corporate citizen that is committed to avoiding and resolving disputes and is straightforward, fair and forthright in its communications and dealings.

Securities Trading Policy

Purpose

The directors of Brookfield Multiplex are committed to ensuring that they comply with their legal obligations as well as conducting business in a transparent and ethical manner. Directors and employees (including their immediate family or any entity for which they control investment decisions), must ensure that any trading in Brookfield Multiplex securities is undertaken within the framework set out in the Securities Trading Policy.

The purpose of the Policy is to describe the restrictions for trading in any financial products, as defined in s1042A of the Corporations Act, in managed investment schemes, which are issued by entities controlled by Brookfield Multiplex. The restrictions extend to cover financial products issued or created over financial products issued by Brookfield Multiplex, or financial products nominated by Brookfield Multiplex.

Continuous Disclosure Policy

Brookfield Multiplex is committed to the promotion of investor confidence by providing full and timely information to the market about fund activities and to comply with the continuous disclosure requirements contained in the Corporations Act 2001 (the “Act”) and the Australian Securities Exchange (“ASX”) Listing Rules (the “Rules”).

Purpose

The purpose of the Brookfield Multiplex Continuous Disclosure Policy is to:

  • reinforce Brookfield Multiplex’s commitment to the continuous disclosure obligations imposed by the Act and the Rules and to describe the processes implemented by it to ensure compliance;
  • ensure that timely and accurate information about Brookfield Multiplex listed and unlisted securities is provided equally to all security holders and market participants; and
  • educate, and to provide a guide to, all relevant personnel of Brookfield Multiplex on what is continuous disclosure and how they can ensure they meet their individual responsibilities.

Commitment to Continuous Disclosure

Brookfield Multiplex will immediately notify the market of any information or any major development related to the businesses or financial condition of Brookfield Multiplex Securities, which a reasonable person would expect to have a material effect on, or lead to a substantial movement in, the price or value of units in the listedfund. This will be notified to the market by way of an announcement to the ASX.

In certain circumstances, the Rules permit Brookfield Multiplex Capital not to disclose material information. The Continuous Disclosure Officer or their nominee will determine what information must be disclosed, and where there is disagreement whether information identified by a Director or Executive Officer warrants an ASX release.  

Communication with Shareholders / Investors

Website

Brookfield Multiplex maintains the following website: www.brookfieldmultiplexcapital.com

All recent company information is posted Brookfield Multiplex’s website, including:

  • Annual reports
  • Half yearly reports
  • Announcement/releases to the ASX
  • Important Investor Updates
  • Corporate governance practices

The website also contains:

  • a link to the share registrars for investors
  • a live feed (20 minute delay) from the ASX for share price information
  • unit price information and history for unlisted funds

Reports to Investors

Brookfield Multiplex provides annual reports to investors for each financial year ending 30 June and a half yearly report for the period ending 31 December.  These reports are posted on the website on their day of release.

Investors may elect to receive a hard-copy of these reports by advising Brookfield Multiplex Customer Service on 1800 570 000 or via email: clientenquiries@au.brookfield.com

Unit Pricing

Brookfield Multiplex updates unlisted fund unit prices dependent upon fund reporting requirements.  Listed unit prices are updated every via a direct feed from the ASX (20 minute delay).

Annual General Meetings

Brookfield Multiplex Capital holds an annual general meeting (AGM) for Multiplex Acumen Vale Syndicate in October each year.

Brookfield Multiplex will choose a date, venue and time considered convenient to the greatest number of its investors.

A notice of meeting will be accompanied by explanatory notes on the items of business and together they will seek to clearly and accurately explain the nature of the business of the meeting.  A copy of the Notice of Meeting will be placed on Brookfield Multiplex website.

If investors cannot attend to vote on the motions they may appoint a proxy.  The proxy form included with the notice of meeting will seek to explain clearly how the proxy form is to be completed and submitted.

Brookfield Multiplex will request the auditor to attend each AGM to answer questions about the conduct of the audit and the preparation and contents of the Auditors Report.

Conflicts of Interest Policy 

Introduction

Brookfield Multiplex is dedicated to ensuring it conducts its investment management business in accordance with all applicable laws and regulations.  As a manager of property and property related assets through a range of investment vehicles, and on behalf of retail and wholesale customers, there is potential for entities within Brookfield Multiplex to be in a position of conflict when dealing with these clients.
Conflicts of interest can have a significant impact on the quality and integrity of the financial services provided to our clients

Definition

Conflicts occur when some or all of the interests of our clients are inconsistent with some or all of the interests of an Australian Financial Services Licence (“AFSL”) holder, or their representative providing the financial service to our client.

Purpose

The purpose of the Conflicts of Interest Policy is to document the measures that Brookfield Multiplex has put in place to manage a range of matters that may result in actual or perceived conflicts of interest.  This Policy is designed to demonstrate Brookfield Multiplex’s commitment to having adequate conflicts management arrangements that are tailored to the nature, scale and complexity of its business.

Mechanisms for Managing Conflicts of Interest

Brookfield Multiplex utilises three mechanisms for managing conflicts of interest.  These are:

  • controlling conflicts of interest;
  • avoiding conflicts of interest; and
  • disclosing conflicts of interest.  

Related Party Dealings

To protect the interests of Scheme members, Brookfield Multiplex Responsible Entity’s (“RE’s”) must not give a financial benefit to a related party without the approval of the members of the relevant Scheme unless the giving of that benefit falls into one of the exceptions allowed under legislation.

Member approval is not required when:

  • the transactions are conducted at arm's length and on commercial terms or are less favourable to the related party than if the transaction was conducted at arm's length and on commercial terms;
  • the Benefits are reasonable remuneration to a related party acting as an officer or Employee;
  • the benefit is a payment of expenses incurred or to be incurred, or reimbursement for expenses incurred, by a related party in performing duties as an officer or employee of the Group or the RE andthe benefit is reasonable in the circumstances;
  • the benefit is remuneration to the related party as an officer or employee of the Group or the RE and the benefit is reasonable in the circumstances;
  • the benefit is given to the related party in their capacity as an officer of the Group or RE and the benefit is an indemnity, exemption or insurance premium in respect of a liability incurred as an officer of a Group company or entity that is reasonable in the circumstances;
  • the benefit is given to the related party in their capacity as an officer of the Group or RE and the benefit is the making of a payment in respect of legal costs incurred by the officer in defending an action for a liability incurred as officer of the public company or entity that is reasonable in the circumstances;
  • the benefit is given to the related party as a member of a managed investment scheme (“Scheme”), and giving the benefit does not discriminate unfairly against the other members of the scheme; or
    a financial benefit is given under a Court Order.

Where a related party transaction relates to listed funds, ASX Listing Rule 10.1 Transactions with persons in a position of influence, imposes additional obligations on the RE.

The RE of a listed Fund (including its child entities) must ensure that neither it, nor any of its child entities, acquires a substantial asset from, or disposes of a substantial asset to, any of the following persons without the approval of the unitholders or without the grant of a waiver by the ASX:

  • a related party as defined in the Corporations Act;
  • a subsidiary;
  • a substantial holder, if the person and their associates have a relevant interest, or had a relevant interest in the preceding 6 months, in at least 10% of the total votes attached to the securities;
  • an associate of a related party or substantial holder; and
  • a person whose relationship to any of the entities or persons described above is such that, in ASX’s opinion, the transaction should be approved by unitholders.

An asset is ‘substantial’ if its value or the value of the consideration for it is, or in ASX’s opinion is, 5% or more of the equity interests of the entity as set out in the latest accounts given to ASX.

Listing Rule 10.1 does not apply to:

  • a transaction between the entity and a wholly owned subsidiary;
  • a transaction between wholly owned subsidiaries of the entity;
  • an issue of securities by the entity for cash;
  • a transaction involving a substantial asset that was not beneficially held for the trust before the transaction and is not beneficially held for the trust after the transaction; or
  • a transaction between the entity and a person who is a related party by reason only because the person believes, or has reasonable grounds to believe, that the person is likely to become a related party.

A related party is any of the following:

  • an entity that controls the responsible entity;
  • any other entity within the Corporate Group; 
  • a director of the responsible entity; 
  • a director of an entity that controls the responsible entity;
  • spouses and de facto spouses, of such directors and the parents and children of directors and their spouses or de facto spouses.

Giving a financial benefit is defined as any of the following:

  • giving or providing the related party finance or property;
  • buying an asset from or selling an asset to the related party;
  • leasing an asset from or to the related party;
  • supplying services to or receiving services from the related party;
  • issuing securities or granting an option to the related party;
  • taking up or releasing an obligation of the related party.

PROCEDURE FOR DEALING WITH RELATED PARTY TRANSACTIONS
Generally, transactions between related parties will be conducted at arm's length and on commercial terms consistent with the conduct of similar transactions with third parties.

Where an RE proposes to enter into a related party transaction, a formal procedure has been implemented which includes a referral and authorisation process when the related party transaction is considered not to be at ‘arms length’ and is not subject to any of the allowed exceptions. This may include calling a meeting of members to approve the related party transaction.

Every related party transaction must be fully and clearly documented. Any relevant information concerning the transaction, including a clear statement about the basis on which the parties are transacting and the authorisation process where relevant, will be maintained by the RE. If the Boards of the transacting Entities have common members, any decision made by either Board in relation to the Transaction will be made by a sub-committee of the Board which is comprised of the independent directors. Where the related party transaction involves a Director, the spouse or de-facto spouse of a director or a parent or child of a Director or the Director’s spouse or de-facto spouse, the Director must not vote on the transaction and must not be present when the board is considering the transaction.

Whistle blowing Policy

Brookfield Multiplex supports employees should they have any concern associated with their employment and has adopted a separate Whistle-Blowing Policy to define the processes and protections available to employees.