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SDOT2 Financial Report 30 June 2008 - Stockland

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Directors’ <strong>Report</strong> (continued)<br />

For the year ended <strong>30</strong> <strong>June</strong> 2007<br />

2 //<br />

Directors (continued)<br />

Terry Williamson<br />

(Non-Executive)<br />

Appointed 2 July 2004<br />

Mr Williamson is a director of <strong>Stockland</strong>,<br />

Avant Insurance Limited and ING Australia<br />

Limited and a member of the University of<br />

Sydney Faculty of Economics and Business<br />

Studies Advisory Board. Mr Williamson was<br />

previously Chief <strong>Financial</strong> Officer of Bankers<br />

Trust Australia Limited / BT <strong>Financial</strong> Group<br />

Pty Limited from 1997 to 2002 and prior to<br />

that, he was a partner of Price Waterhouse<br />

for 17 years. He is a member of both the<br />

<strong>Stockland</strong> Trust Management Limited and<br />

<strong>Stockland</strong> Funds Management Limited<br />

Compliance Committee. Mr Williamson is<br />

Chair of the <strong>Stockland</strong> and <strong>Stockland</strong> Funds<br />

Management Limited Audit and Risk<br />

Committees.<br />

Matthew Quinn<br />

(Executive) – Managing Director -<br />

<strong>Stockland</strong><br />

Appointed 19 October 2000<br />

Mr Quinn has an extensive background in<br />

commercial, retail, industrial and residential<br />

property investment and development. He<br />

began his career in the United Kingdom as a<br />

chartered accountant and moved to Australia<br />

in 1987 with Price Waterhouse. In 1988, he<br />

joined the Rockingham Park Group, a<br />

substantial Western Australian private<br />

property group. Mr Quinn joined <strong>Stockland</strong><br />

in 1999 and was appointed to his current role<br />

of Managing Director in October 2000. Mr<br />

Quinn held the position of National President<br />

of the Property Council of Australia from<br />

March 2003 until March 2005. He is a<br />

Fellow of the Australian Property Institute.<br />

He was appointed Director of Australian<br />

Business and Community Network Limited<br />

in October 2006.<br />

SFML Compliance Committee<br />

A Compliance Committee has been set up<br />

to oversee the Compliance Plan approved<br />

by the Responsible Entity for the Trust.<br />

The members of the Compliance<br />

Committee during or since the end of the<br />

financial period were:<br />

Ms. L. Gearing (Chair) –<br />

Non-Executive Director<br />

Mr. A. Sherlock –<br />

Independent Non-Executive Director<br />

Mr. T. Williamson –<br />

Non-Executive Director<br />

The role of the committee includes<br />

evaluation of the effectiveness of the<br />

Responsible Entity’s compliance systems<br />

designed to protect the interests of<br />

unitholders. The Compliance Plan has been<br />

approved by ASIC. The committee meets<br />

regularly and must report breaches of the<br />

law and Constitution to the SFML Board<br />

which is required to report any material<br />

breach of the Compliance Plan to ASIC.<br />

SFML Audit and Risk Committee<br />

The Audit and Risk Committee has been set<br />

up to make appropriate recommendations<br />

to the Board and to determine any matters<br />

delegated to it by the Board, either<br />

specifically or under its charter.<br />

The primary objective of the committee is<br />

to assist the Board of SFML in discharging<br />

its responsibilities for:<br />

• financial reporting and audit practices;<br />

• accounting policies;<br />

• the management of risk; and<br />

• the adequacy and effectiveness of<br />

internal controls.<br />

Audit and Risk Committee meetings are to<br />

be held at least quarterly and guests are<br />

invited to attend such as executive<br />

management staff, external and internal<br />

auditors and advisors. The committee<br />

meets privately with the external auditor in<br />

the absence of management at least once<br />

a year. The committee has the power to<br />

conduct or authorise investigations into, or<br />

consult independent specialists on, any<br />

matters within the committee’s scope of<br />

responsibility. The committee has a<br />

written charter which incorporates best<br />

practice.<br />

Under its charter, the committee must be<br />

comprised of at least three or more<br />

directors, all of whom must be nonexecutive<br />

directors. The Chairman of the<br />

committee may not also be the Chairman<br />

of the SFML Board.<br />

The members of the Audit and Risk<br />

Committee during or since the end of the<br />

financial period were:<br />

Mr T Williamson (Chair) –<br />

Non-Executive Director<br />

Mr A Sherlock –<br />

Independent Non-Executive Director<br />

Ms L Gearing –<br />

Non-Executive Director<br />

The committee assists the Board to fulfil<br />

its corporate governance and disclosure<br />

responsibilities in relation to financial<br />

reporting, internal controls, risk<br />

management systems and both internal<br />

and external audits.<br />

Principal activities<br />

The principal activity of the Trust is the<br />

ownership of property situated at 1-5 Lyon<br />

Park Road, Macquarie Park, New South<br />

Wales via its investment of 49% in<br />

Macquarie Park Trust (“MPT”).<br />

Review of operations<br />

The Trust achieved a profit from operating<br />

activities of $29,025,000 for the financial<br />

year ended <strong>30</strong> <strong>June</strong> 2007 (<strong>30</strong> <strong>June</strong> 2006:<br />

$1,150,000).<br />

An upwards revaluation totalling<br />

$28,599,000 was recognised in the Trust’s<br />

Income Statement through the recognition<br />

of the Trust’s share of net profits of the joint<br />

venture. During the year an independent<br />

valuation was performed with the result of<br />

the Macquarie Park Property being revalued<br />

at $410,000,000 (100% basis).<br />

Distributions paid or declared by the Trust to<br />

unitholders during the financial year are set<br />

out in Note 18 of the <strong>Financial</strong> Statements.<br />

On 15 <strong>June</strong> 2007, the Trust acquired a<br />

49% interest in MPT.<br />

Significant changes in the state of affairs<br />

Apart from the matters discussed in the<br />

Review of operations, there have been no<br />

significant changes in the state of the<br />

affairs of the Trust during the year.<br />

<strong>Stockland</strong> Direct Office Trust No.2 <strong>June</strong> 2007

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