Governance

Rigorous corporate governance ensures the Trust is run appropriately and is both successful and accountable and a consolidated copy of the Trust Deed can be found 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 30th November 2016 Vital became a registered managed investment scheme under the Financial Markets Conduct Act 2013.

The Supervisor

The Supervisor of Vital is Trustees Executors Limited. The Supervisor 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. NorthWest Healthcare Properties 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. 

 

Base management fees are charged at:

• 0.65% per annum of the monthly average of the gross value of the assets of the Trust up to $1 billion,

• 0.55% per annum of the monthly average of the gross value of the assets of the Trust between $1 billion and $2 billion,

• 0.45% per annum of the monthly average of the gross value of the assets of the Trust between $2 billion and $3 billion, and

• 0.40% per annum of the monthly average of the gross value of the assets of the Trust over $3 billion.

 

Activity services and activity fees are charged based on the following categories:

a) Leasing

Vital pays the Manager leasing fees where the Manager has negotiated leases instead of or alongside a real estate agent. Consistent

with general market rates, these fees are charged at 11% of the annual rental for terms of 3 years or less (to a minimum of $2,500),

12% of the annual rental for terms of 3 years, and 12% plus an additional 1% for each year greater than three years (to a maximum of

20%).

Lease renewals are charged at 50% of a new lease. Structured rent reviews or market reviews which do not result in a rental increase

are charged an administration fee of $1,000. Open market reviews are charged at 10% of the rental increase achieved in the first year.

Leasing fees are capitalised to the respective investment or development property in the Statement of Financial Position and

amortised over the term of the life of the lease.

b) Property management

Vital pays the Manager property management fees where the Manager acts as the property manager instead of or alongside a real

estate agent. These fees are charged at 1% - 2% of gross income depending on the type of property. These fees are expensed through

direct operating expenses in the year in which they arise.

c) Facilities management

Vital pays a facilities management fee on a cost recovery basis to the Manager. These fees are expensed through direct operating

expenses in the year in which they arise.

d) Acquisitions

Vital pays fees to the Manager for managing the due diligence, financing, legal aspects and settlement of the purchase of properties

instead of or alongside a real estate agent. These fees are charged at 1.5% of the purchase price. Acquisition fees are capitalised to

the respective investment or development property in the Statement of Financial Position.

e) Development management

Vital pays development management fees where the Manager acts as a development manager on Vital developments. These fees are

charged at 4% of the committed spend, exclusive of land. Development management fees are capitalised to the respective investment

or development property in the Statement of Financial Position.

f) Project management

Vital pays project management fees to the Manager for managing capital expenditure projects, instead of engaging an external project

manager. These fees are charged at 2% of the committed spend where the Manager is the project lead and 1% of committed spend

where the Manager has an oversight role. Project management fees are capitalised to the respective property in the Statement of

Financial Position.

The incentive fee is an amount equal to 10% per annum of the average annual increase in the Net Asset Value of Vital over the relevant financial year and two preceding financial years subject to a three year high-water mark.

The Board and 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 three of its members: Graham Stuart, Andrew Evans and Michael Stanford are Independent Directors. Paul Dalla Lana and Bernard Crotty are considered not to be independent.

Corporate governance

OPEN TO READ MORE