Corporate Governance Overview
Pendal’s commitment to exceeding industry standards means we actively maintain corporate governance policies across every aspect of our operations. Pendal’s corporate governance policies are considered in light of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Third Edition) and other relevant standards or guidelines.
Principles of Internal Governance and Asset Stewardship
Pendal’s wholly owned Australian subsidiaries: Pendal Funds Services Limited (PFSL) and Pendal Institutional Limited (PIL) have set out their organisational and investment approach, and approach to internal governance and asset stewardship in their Principles of Internal Governance and Asset Stewardship Policy in accordance with the Financial Services Council Standard No. 23: Principles of Internal Governance and Asset Stewardship.
Corporate Governance Statement
Each year Pendal publishes a Corporate Governance Statement which outlines Pendal’s corporate governance framework and policies. Click here to view the 2022 Corporate Governance Statement.
Board & Committees
The Board of Pendal Group has adopted a Board Charter which sets out its roles and responsibilities. To assist in the execution of its duties and responsibilities, the Board has established the following committees, each of which has its own charter:
- Audit & Risk Committee; and
- Remuneration & Nominations Committee.
The Board may also establish other committees from time to time if required.
Market Disclosure Policy
Pendal has adopted a Market Disclosure Policy designed to assist Pendal in keeping the market fully informed and in meeting its continuous disclosure obligations under the ASX Listing Rules.
Pendal has adopted a set of policies to promote transparency, fair dealing and the protection of stakeholder interests.
These include: Code of Conduct Policy Pendal has adopted a Code of Conduct Policy aligns to Pendal’s values of integrity and honesty, respect, courage, teamwork and high performance. The Code of Conduct requires all employees and Directors, requiring them to observe high standards of corporate and individual behaviour in the context of their employment. The Code provides that employees and Directors should:
- Act with honesty and integrity
- Respect the law and act accordingly
- Respect confidentiality and not misuse information
- Work collaboratively as a team
- Value and maintain their professionalism
- Appropriately manage conflicts of interest
- Strive to be a good corporate citizen and achieve community respect
Conflicts of Interest Policy
Pendal has adopted a Conflicts of Interest policy which aims to identify, monitor and manage conflicts. The policy sets out the procedure for managing potential conflicts, including procedures relating to:
- Participation in activities that involve an actual or perceived conflict with duties and responsibilities to Pendal or transactions which are prejudicial to Pendal
- Participation in dealings that involve an actual or perceived conflict with the interests of a customer or a position which unfairly puts the interests of one customer before another’s, regardless of the size or nature of that relationship
- Where acting as a trustee, ensuring that employees make decisions in that capacity having regard to the fiduciary obligation to act in the best interests of the fund members
- Acting in accordance with the terms of Pendal’s investment mandates
Pendal Group Whistleblower Policy
Pendal Group (Group) consists of Pendal Group Limited (including its Australian subsidiaries) and JO Hambro Capital Management Limited (including its global affiliates). The Boards and management of the Group are committed to ensuring that each entity in the Group complies with all applicable laws and practices, in a way that is aligned with the Group’s values and behaviours.
As part of this, the Group recognises the importance of having an overarching whistleblower policy and a framework that supports and encourages people to escalate concerns of wrongdoing, without fear of reprisals or disadvantage in the workplace.
As the Group operates in multiple countries, this Policy is subject to the applicable laws in those countries. As a result, in some cases, whistleblower matters may be handled differently. The purpose of this Whistleblower Policy (Policy) is to:
- Encourage employees to report suspected wrongdoing as soon as possible, in the knowledge that their concerns will be taken seriously, be appropriately investigated, and that their confidentiality will be respected
- Promote a culture of openness and a shared sense of integrity by inviting all employees to act responsibly in order to uphold the reputation of the Group and maintain client/public confidence
- Provide employees with guidance as to how to raise concerns and how the Group will investigate them
- Provide assurance to employees that they can raise genuine concerns without fear of reprisals, even if they turn out to be mistaken
- Provide information about the statutory whistleblower provisions that apply in Australia under the Corporations Act 2001 (Cth) (Whistleblower Scheme).
The Group Board is committed to ensuring that where concerns are raised, they are handled appropriately and confidentially, with a proper review and with appropriate protection for the person raising the concern. Click here to read the full policy.
Trading in PDL Securities Policy Pendal has adopted a Trading Policy (known as the Trading in PDL Securities Policy). This policy governs trading in PDL Securities by Directors and employees. Pendal has also adopted a Personal Account Trading Policy which governs trading in other securities by Directors and employees. These policies set out the applicable laws and procedures to be followed when dealing and trading in securities (including notification and clearance procedures). Directors and employees are not permitted to deal in any securities (including shares in Pendal) where the individual is in the possession of price sensitive information which is not generally available to the market, and must not provide such price sensitive information to other persons (including fellow employees) who may use such information to trade in securities. In addition, employees must not trade in Pendal’s Shares or other securities during a specified blackout period. These blackout periods occur 4-6 weeks prior to the Company’s half year or year end results or its quarterly announcements in relation to funds under management. There are limited exceptions for acquisitions pursuant to employee share or option plans. If a Director deals in Pendal’s shares, Pendal must advise the ASX within five business days, in accordance with the Corporations Act and the Listing Rules.
Pendal Managing Fraud, Bribery and Corruption Policy outlines measures to manage the risks associated with fraud, bribery and corruption. Click here to read the Policy.
Click here to view the constitution of Pendal Group Limited.