Our structure

As you’d expect, our structure includes all the checks and balances needed to protect the interests of investors and other stakeholders. Rigorous corporate governance ensures the Trust is run appropriately and is both successful and accountable.

A current version of our Trust Deed is available here

A mark-up of the proposed amendments to the Trust Deed to be considered at this year's annual meeting is available here

 

The Trust

Vital Healthcare Property Trust (Vital) is a unit trust established under the Unit Trust Act 1960 by a Trust Deed dated 11 February 1994 as subsequently amended and replaced.

On 30 November 2016 Vital became a registered managed investment scheme under the Financial Markets Conduct Act 2013. The Trust Deed was amended to bring it into compliance with the FMCA and the Financial Markets Conduct Regulations 2014 (FMC Regulations). You can view a consolidated copy of the Trust Deed here.

You can also view these at our registered office at Level 16, AIG Building, 41 Shortland Street, Auckland any time during normal business hours or on the Companies Office website at (https://disclose-register.companiesoffice.govt.nz/disclose).

 

The Trustee

The Trustee of Vital is Trustees Executors Limited. The Trustee is required to be licensed by the FMA under the Financial Markets Supervisors Act 2011 to act as a trustee of a unit trust.

 

The Manager

The Manager of Vital is NorthWest Healthcare Properties Management Limited, a wholly owned subsidiary of NWI Healthcare Properties LP. The Manager has responsibility for the management of Vital in accordance with the Trust Deed. Vital Healthcare Management Limited is licensed under the Financial Markets Conduct Act 2013 as a manager of registered schemes.

The Manager’s responsibilities include the day-to-day management of Vital’s portfolio of properties and assets, negotiating the acquisition and disposal of assets, development and construction planning and management, treasury and funding management, ensuring Vital meets its financial, reporting and other statutory and regulatory obligations and communicating with unitholders and the market. 

Vital does not engage or employ any Directors or employees of its own. The Manager provides a highly experienced and diverse range of professionals with expertise across a range of areas.

Stipulated within the Trust Deed is the basis on which the Manager is entitled to receive management fees and incentive fees. 

Management fees are charged, in respect of each month, a base fee equal to 0.75% per annum of the monthly average of the Gross Value of the assets of Vital for the quarter ended on the last day of that month. The incentive fee is an amount equal to 10% per annum of the average annual increase in the Gross Value of Vital over the relevant financial year and two preceding financial years.

The Manager is required to apply the incentive fee in subscribing for new Units in Vital issued at the weighted average price. The remuneration of the Manager is subject to an overall limit of 1.75% per annum of the Gross Value of Vital and includes the remuneration of the CEO and management team. 

The Manager is each entitled to be reimbursed out of the Trust Fund for all expenses, costs or liabilities incurred by them respectively in acting as Manager or Trustee.

 

The Board

The role of the Board of Directors is to set the strategic direction of Vital and to support management in monitoring the delivery of this against specific performance objectives. The Board also ensures that all business risk are appropriately identified and managed and that all regulatory, statutory, financial, health and safety and social responsibilities of the Manager are complied with.

The Manager is committed to having an effective Board providing a balance of independent skills, knowledge, experience and perspectives. The Constitution of the Manager provides for there to be not more than seven Directors, nor less than three Directors. All Directors bring a significant breadth and depth of expertise and have the composite skills to optimise the financial and portfolio performance of Vital and returns to unitholders. The Board does not impose a restriction on the tenure of any Director as it considers that such a restriction may lead to the loss of experience and expertise from the Board.

Appointment

Unitholders have the opportunity to nominate two of the Independent Directors of the Manager required by the NZX Listing Rule 3.3.1.(c). Unitholders are able to nominate and vote on one Independent Director of the Manager each year. The nominee receiving the most votes will be approved as a Director of the Manager by the Manager’s shareholders, and will hold the position for a two-year term. The Board does not impose a restriction on the tenure of any Director as it considers that such a restriction may lead to the loss of experience and expertise from the Board.

Independent Directors

The Manager recognises that Independent Directors are important in assuring unitholders that the Board is properly fulfilling its role and is diligent in holding management accountable for its performance. The procedures in place for determining independence is whether the Director is independent of management and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. As defined in the NZX Listing Rules, the Board has determined that two of its members: Graham Stuart and Andrew Evans are Independent Directors. Paul Dalla Lana and Bernard Crotty are considered not to be independent.


For more information on our Board of Directors, please click here

 

Corporate governance

OPEN TO READ MORE