Organisational Structure
Ray White Invest’s organisational structure highlights the following:
- Its geographic width across three markets, which assists its ability to source investments and remain close to these markets.
- The depth of its finance team.
- The separate focus given to the compliance and risk management component of the business.
Ray White Invest means Elfred Enterprises Limited (ACN 096 077 575) and RW Invest Pty Ltd (ACN 114 684 114).
The Ray White Invest business is managed through 2 corporate entities:
- Elfred Enterprises Limited (“Elfred”), a public company and Australian Financial Services Licence (“AFSL”) holder number 240412; and
- RW Invest Pty Ltd, a proprietary company with the same shareholders as Elfred. The management and governance of the companies is the same.
Board
The Board has extensive experience in real estate, real estate finance, and a successful track record of investment in real estate and real estate finance.
The Ray White Invest Board schedules meetings after each quarter end and also in September for finalisation of external audit and statutory accounts. Agenda items include monitoring performance (financial, compliance and operations) and also a review of strategic issues and opportunities, policy setting and refinement.
The Board is committed to robust corporate governance, particularly with respect to the company’s responsibilities as a responsible entity under the Corporations Act. Substantial focus and resources have been devoted to developing an optimal compliance regime and ensuring a strong compliance ethos is embedded within the business. This has been achieved through the implementation of policies and procedures, training of all team members and regular communications on compliance and performance, at all monthly team meetings and in the CEO’s monthly reports.
The Board recognises the need to continually improve its effectiveness in compliance and risk management generally as the business grows.
Committees
Compliance Committee
As part of the management of its registered and managed investment schemes, Ray White Invest has a compliance committee which consists of 2 independent and external members and Hugh Nalder, Ray White Invest’s Non-Executive Compliance Director. This committee has obligations under the Corporations Act and under the compliance plans of the registered schemes to monitor and review all aspects of compliance as it relates to those registered schemes. This committee reports to the Board and, in addition to meeting at least quarterly, meets to deal with the yearly audit of the compliance plan undertaken by Ernst & Young, the external compliance plan auditor, and conducts a Committee’s own review of the compliance plans.
Investment Committee
This committee’s purpose is to ensure that the investment origination, analysis, settlement and management process of Ray White Invest is undertaken diligently and professionally. This committee oversees registered and unregistered managed investment schemes and investments undertaken outside the AFSL.
The charter of the committee is to:
- establish, monitor and review investment parameters and guidelines governing any investments Ray White Invest may undertake for the benefit of its investor clients. These currently exist in the Investment Policy and Procedures Manual and the
Investment Handbook and ultimately will be documented and updated solely in the Investment Handbook1; - evaluate and approve all investment opportunities, both on a preliminary basis, and after detailed due diligence and feasibility analysis, before offering it to investor clients in accordance with the guidelines;
- review the ongoing performance of each investment;
- approve any change to stated investment strategy of each investment; and
- monitor the investor communication process, including review of quarterly investor reports and investor satisfaction.
The Investment Committee is a management committee of Ray White Invest, containing board and management members and is accountable to the Board. The Committee’s members are Wayne Paxton, Peter Volk, Dan White and Peter Walsh, with
Hugh Nalder and Hans Pearson as alternates for Wayne Paxton, Peter Volk, Dan White and Peter Walsh. Wayne Paxton is the Chairman of the Investment Committee and in his absence, the members present shall elect one of their number to chair the
meeting.
Meetings are scheduled for every Monday but any member can call a meeting at any time, if required. The minutes of meetings are distributed to the Board.
The Investment Committee, through the Investment Handbook Working Group, reviews and makes changes to the Investment Handbook to ensure that it is regularly improved. Any employee or officer of Ray White Invest can attend and contribute to any Investment Committee meeting and the Investment Committee can ask to hear from any officer or employee of Ray White Invest about a particular investment being considered.
Note: (1) Ray White Invest has developed an Investment Handbook which outlines the parameters, guidelines and processes for undertaking any investment.
Remuneration structure of key team members
The project directors drive business development and relationships with developer clients and investor partners. All team members have responsibilities which are either integral with projects, deal evaluation and execution, or in a support role to the projects
and deal teams. Support roles include legal counsel, administration and investor relations.
The remuneration structure for all team members is a mix of base salary and bonus based on individual and team performance across criteria including investment performance, compliance and investor relations. The percentage fixed and at risk varies for team members, with higher at risk components for more senior executives. For project directors the at risk component ranges exceeds 50% of their base salary.
The bonus calculation for each project director takes into account a wide range of factors, including performance of investments (meeting forecasts), quality of compliance activities (successful audit sign off and training requirements met) and investor communication. Where a project director has direct responsibility for a particular property trust, his/her bonus relating to that trust is directly related to the performance of that trust and whether it met its financial forecasts.
Annual base salary for the following year, and bonus for the preceding year is communicated to each team member in June following the review of their performance and eligibility for promotion. At the same time each team member’s role for the following year is outlined together with key performance targets. All team members’ performance is reviewed twice per year in December and June. The bonus entitlement at year end is determined based on an assessment of each individual’s achievement of their key performance targets.
Recognising the significant contribution that the project directors make to the business, incentive structures are in place to retain them over the long term.