Corporate governance influences how the objectives of GEP (legal entity: Goodman European Logistics Fund, FCP-FIS) are set and achieved, how risk is monitored and assessed and how performance is optimised.
The Management Company
The Management Company has the following responsibilities:
- managing GEP in the exclusive interest of Unitholders, in accordance with the terms of the Information Memorandum issued by GEP, the terms of the Management Regulations, Luxembourg law and other applicable administrative and regulatory requirements
- implementing the Investment Objectives, Investment Strategies, Investment Restrictions and Investment Guidelines as set out in the Information Memorandum, issued by GEP and in the Management Regulations
- appointing the Investment Adviser, the Property Manager, the Custodian, the Central Administration Agent, the Paying Agent, the Registrar and Transfer Agent and such other agents as appropriate
The Management Regulations require the Management Company to manage GEP prudently with the same degree of care as would be expected of an absolute owner having particular regard to the quality and financial standing of lease terms. GEP is currently the sole undertaking for collective investment managed by the Management Company.
Provision of Property Services
The Management Company has delegated the day to day property services functions on an asset by asset basis, according to the nature and location of the relevant property to Goodman Europe (Lux) S.á r.l. and other local Goodman entities (the "Property Manager") on arm’s length commercial terms.
The Investment Advisers for GEP are Goodman Operator (UK) Limited, Goodman Management Services (Belgium) NV, Goodman Europe (Lux) S.á r.l. and Goodman Real Estate Adviser (UK) Limited (or such other entity as may or had been subsequently be appointed as investment adviser of GEP by the Management Company) (the “Investment Adviser”). The Investment Advisers assist the Management Company in performing its obligations under the Management Regulations.
The Investment Committee is a body constituted as a forum for appointees of Unitholders to meet with appointees of the Management Company in a consultative and confirmatory role. The role and responsibility of the Investment Committee in respect of affairs of GEP are limited to the confirmation of Investment Committee Reserved Matters. The Investment Committee is composed of a maximum of eight members, consisting of two Management Company appointees and six Unitholder appointees. All matters that relate to an agreement with a member of the Goodman Group and GEP are considered “related party transactions” whereby Goodman is excluded from voting
Custodian, Paying Agent, Registrar, Transfer Agent and Central Administrator
Brown Brothers Harriman (Luxembourg) S.C.A. (“BBH”) performs a number of roles for GEP including acting as Custodian, Paying Agent, Registrar, Transfer Agent and Central Administrator.
PricewaterhouseCoopers, Société coopérative (“PwC”) has been engaged to act as the independent auditor for the Partnership since inception. Regulations provide that the appointment or removal of the auditor must be approved by the Unitholders. The auditor of GEP is different from the auditor of the Goodman Group.