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Corporate Governance Quick LinksOpens in new window

Corporate Governance

Pendal’s commitment to exceeding industry standards means we actively maintain corporate governance policies across every aspect of our operations. From the 2021 Financial Year, Pendal’s corporate governance policies are considered in light of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Fourth Edition) and other relevant standards or guidelines.

Principles of Internal Governance and Asset Stewardship

Pendal’s wholly owned Australian subsidiaries: Pendal Fund Services Limited and Pendal Institutional Limited 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 PolicyOpens in new window 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 hereOpens in new window to view the 2021 Corporate Governance Statement.

Board & Committees

The Board of Pendal Group has adopted a Board CharterOpens in new window 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:

The Board may also establish other committees from time to time if required.

Market Disclosure Policy

Pendal has adopted a Market Disclosure PolicyOpens in new window designed to assist Pendal in keeping the market fully informed and in meeting its continuous disclosure obligations under the ASX Listing Rules.

Compliance Policies

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 Code (Code) Opens in new window  aligned to Pendal’s values of integrity and honesty, respect, courage, teamwork and high performance. The Code applies to 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 PolicyOpens in new window , which is intended to identify, monitor and manage conflicts of interest. 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; and
  • acting in accordance with the terms of Pendal’s investment mandates.

Pendal Group Whistleblower Policy

The Boards and management of Pendal Group Limited (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. The Group recognises the importance of having an overarching Whistleblower Policy (Policy)Opens in new window 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.

Trading in PDL Securities Policy

Pendal has adopted a Trading PolicyOpens in new window (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 PDL Shares) 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 PDL 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.

Pendal Managing Fraud, Bribery and Corruption Policy

This Policy outlines measures to manage the risks associated with fraud, bribery and corruption. Click hereOpens in new window to read the Policy.

Constitution

Click hereOpens in new window to view the constitution of Pendal Group Limited.