My contribution to a board
What I would add to a board is experience of changing a portfolio of long-lived assets while capital markets moved against it, and of explaining the change to lenders, partners and securityholders as it happened. I have sat on both sides of a capital allocation paper: as the chief investment officer presenting it, and as the chief executive whose board decided it. I know what an investment committee is usually not shown, from the downside case a development model leaves out to the incentive hidden inside a headline rent.
I would also bring a working knowledge of construction risk that many boards lack. Owners of transport, health and education assets approve large capital programmes under contracts their directors rarely read. I can help a board ask which risks a contract claims to transfer, whether the contractor can actually carry them and what contingency would be needed if it could not. From my years in local government I understand how planning authorities think, which matters to any organisation whose growth depends on approvals.
I would be careful about the limits of what I offer. I am not an accountant and would not present myself as an audit committee's financial expert, though I would expect to contribute as a member. I have not chaired a committee of a listed board. I have chaired Arrowmere's development and asset committee for five years, and on a listed board I would serve a full year before chairing anything.
Judgement in practice
01Asking for valuations the policy did not require
In late 2022 our policy allowed directors' valuations for six of our eleven office towers. I asked the board to commission independent valuations of all eleven instead, knowing the write-down would be larger and would fall in my first full year. Our chief financial officer opposed it, and the chair of our audit and risk committee rightly asked for a covenant analysis before deciding. The write-down was A$412 million and the security price fell 6.8% on the day, but lenders extended facilities without changing terms and our later sales settled close to the new values. As a non-executive, I would want management to feel able to bring a board a number that hurts before the market forces it, and I would ask what evidence sits behind any valuation that has not moved in a falling market.
02Stepping out when two of my boards might have done business
In 2023 Corvalla's development team proposed Arrowmere Community Housing, where I am a non-executive director, as the community housing partner for our Footscray project. I declared the interest to both chairs the same day, took no part in either board's discussion and asked Corvalla's chair to oversee the selection. Corvalla ran a competitive process and chose Wattlecourt Housing; Arrowmere's board, without me, had already decided not to bid. Nothing improper would have happened had Arrowmere been chosen, but a director cannot judge his own neutrality, and the minutes of both boards now record that I was absent. I would apply the same rule on any board: declare early, leave the room and let others decide whether the conflict mattered.
03Recommending that a housing provider delay a new project to fix old homes
In 2022, as chair of Arrowmere's development and asset committee, I recommended deferring a 64-home development by a year so that its first A$6 million could fund overdue heating, ventilation and damp repairs in about 300 older homes, after a tenant survey showed problems management had underestimated. The chief executive wanted to keep the project on schedule because a government grant depended on its start date. The board accepted a compromise: the repairs went first, and the grant was renegotiated to a later start. New homes are more satisfying to approve than repairs, and I have learnt that a non-executive's job is often to keep the duller obligation in front of the board.
My first year on a board
I would treat the first year as an apprenticeship in a business I do not run. Before my first meeting I would ask for three things: two years of board and committee minutes, the capital programme with its contract forms and contingencies, and the risk register as management actually uses it rather than as it is presented. I would ask to see at least two operating sites and one project under construction, ideally with the people who run them and without the executive team in tow.
During the year I would listen more than I spoke. A sitting chief executive joining another board has an obvious way to fail: second-guessing management on decisions that belong to it, using habits formed in a different company. I would try to keep my questions to what the board must decide and what it needs to know to decide well. Where I thought a capital proposal or a contract carried a risk the paper did not describe, I would raise it with the chair and the committee chair before the meeting rather than ambush management at the table.
By the first anniversary I would expect to have served a full cycle on the audit and risk committee, to have followed the budget and capital programme from first draft to approval, and to have asked the chair directly whether my contribution was the one the board appointed me to make. If it was not, I would want to hear so, and to change it.
Conflicts and their management
Corvalla comes first. Any outside directorship needs our board's approval, which tests it for conflict and for time. I currently hold three directorships: Corvalla Limited and Corvalla Funds Management Limited, which together form one group, and Arrowmere Community Housing.
The conflicts I would expect are commercial rather than personal. I would decline any board that competes with Corvalla for assets, tenants or capital, which rules out other listed and unlisted property groups, managers seeking pension mandates in our sectors and developers of rental housing. I would also decline any company that is a material tenant of Corvalla, a lender to it, or a builder or consultant that tenders for our projects. With an infrastructure or health owner that has none of those links, I would still check whether its suppliers, landlords or joint-venture partners overlap with ours, and disclose what I found.
Once appointed, I would declare any new conflict at once, take no part in the discussion or vote, and ask for both to be minuted, as I did when Corvalla considered Arrowmere as a partner. Nothing Corvalla's board sees would reach another board, and the reverse. If a conflict became recurrent, I would resign the newer seat rather than stay on a board whose most important decisions I could not join.
My independence statement
As a serving chief executive and executive director of an ASX-listed property group, I am plainly not independent of Corvalla or of anyone who trades with it. Whether I would be independent on another board is that board's judgement, made against the ASX Corporate Governance Council's recommendations and its own policy. So that it can make that judgement, I would give the chair a written list: my Corvalla role and securityholding, my Arrowmere directorship, any tenancy, lending, construction or advisory link between Corvalla and the company, and any personal dealings with its executives. Until the board had weighed that list I would not call myself independent.
Board and committee exposure
Served as a director
Corvalla Property Group
Boards of Corvalla Limited and of Corvalla Funds Management Limited, the trust's responsible entity; managing director
July 2021–present
Executive director on both boards; attends the investment and audit and risk committees by invitation and is a member of neither.
Presented to the Board or a committee
Corvalla Property Group
Investment committee; audit and risk committee
July 2017–June 2021
As chief investment officer, presented every acquisition, sale and development proposal above A$50m and the half-yearly valuation reports.
Served as a director
Arrowmere Community Housing
Board; chair of the development and asset committee from 2021
March 2019–present
Non-executive director of a not-for-profit housing provider with about 2,300 homes; chairs the committee that approves development projects and maintenance programmes.
Reported to a committee
Corvalla Logistics Partnership
Partnership investment committee
2015–2017
Reported quarterly on development, leasing and valuations to a committee with equal Corvalla and Skarholt representation.
Reported to a committee
Tannock Industrial Partners
Fund investment committee and investor advisory committee
2009–2013
As fund manager, reported to both committees through the 2009 asset sales and equity raising.