MANAGER - Rabinov Property Management Limited
(1) Responsible Entity and Registered Scheme
(3) Company Secretary of the Responsible Entity
1. RESPONSIBLE ENTITY AND REGISTERED SCHEME
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Rabinov Property Management Limited (RPML), AFSL 239172, became the Responsible Entity of the Trust following a vote at unit holders meeting on 2 June 2009.
This change was brought about after the previous Responsible Entity, ANZ Specialist Asset Management Limited, sold its management rights held through RPML and ceased acting as the Responsible Entity for the Trust.
The Trust has undergone several name changes over the past three years:
The investment strategy of the Trust and type of investment properties held by the Trust has remained fundamentally unchanged during this period.
As mentioned above the manager and Responsible Entity also underwent several changes during this period. From March 2007 to June 2009 ANZ Banking Group Limited had a 50%, and then 100% share, in the manager. In March 2009 ANZ sold its 100% stake in the manager to interests associated with the Rabinov Group.
In June 2009 the function of Responsible Entity passed back from ANZ Specialist Asset Management Limited to RPML. Since this time ANZ’s only involvement in the Trust has been as major financier. |
The names and particulars of the Directors of RPML since it became the Responsible Entity of the Trust are set out below:
| MR RAYMOND SCHOER – BA (Administration), KRSS, FCPA, FAICD, FCIS | |
| Non-executive Director and Chairman, Appointed: 2 June 2009 | |
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Mr Schoer is chairperson of the Asia Pacific Exchange. His other directorships and committees include chairperson of Japara Compliance Committee and Plouton Resources Ltd and a director of Benetas Aged Care Services Group. Mr Schoer was also chairperson of eStar Online Trading Ltd from 2000 to 2003, chairperson of the Australia Pacific Exchange from 2001 to 2008, director of IOOF Holdings Ltd from 1994 to 2002 and Group chairperson from 2002 to 2005, chairperson of IOOF Funds Management from 1999 to 2005 and chairperson of Zelos Resources from 2004 to 2006 and chairperson of Sydney Gas Ltd in 2005-2006.
Mr Schoer is a Fellow of the Australian Society of Certified Practicing Accountants, a Fellow of the Australian Institute of Company Directors, a Fellow of the Institute of Corporate Managers, Secretaries and Administrators, and a Fellow of the Chartered Institute of Company Secretaries. Mr Schoer is also a member of the Advisory Board of the Graduate Program in Corporations and Securities Law of the University of Melbourne and emeritus trustee of the Committee for Economic Development of Australia (CEDA).
From 1990 to 1995 Mr Schoer was the National Director of the Australian Stock Exchange Limited and from 1980 to 1990 he was the Chief Executive of the National Companies and Securities Commission. Prior to that he was Secretary to the Commonwealth/State Ministerial Council for Companies and Securities and held senior positions in several government departments including the Australian Treasury. |
| MR RONALD SERRY – LLB. BJuris | |
| Managing Director, Appointed: 2 June 2009 | |
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Mr Serry is a consultant at Serry White Lawyers. Mr Serry has extensive experience in property acquisitions and disposals, property due diligence and property leasing and management. Mr Serry's experience in the property industry has been gained through having responsibility for the interests of the late Mr Ezriel Rabinowicz and his associated companies. From 1990 to 1994 Mr Serry assisted in the management of a property portfolio which included 19 supermarkets. Mr Serry managed the sale of these supermarkets to the Macquarie Banking Group in 1994. From 1995 to 2001, Mr Serry assisted the Rabinov Group in the purchase of additional properties for a further property portfolio, the majority of which were ultimately sold to GE Capital Real Estate in 2000/2001.
Mr Serry completed the purchase of the first assets for the Trust in December 1998, and has been instrumental in managing the growth of the Trust in the years since. |
| MR ERIC COHEN – B.Com, FCA | |
| Director, Appointed: 2 June 2009 | |
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Mr Cohen is currently a consultant to Morris Cohen Glen and Co., Chartered Accountants, having been a long-time partner of the firm. He has been auditor of several public companies including Woodside Oil, Mid-Eastern Oil, Mid - Eastern Minerals, RVB Limited and Simalex Ltd, as well as share register auditor of Woodside Petroleum, Triako Resources and Claremont Petroleum.
Mr Cohen manages property portfolios for a number of private companies. He is also an executor of a number of estates, some of which have extensive and large property portfolios. He is a member of the Institute of Chartered Accountants in Australia’s Disciplinary Committee and was for a number of years a member of the Joint Legislation Review Committee and its former chairperson.
Mr Cohen is a Rotarian having held the position of both treasurer and president and has been honoured as a Paul Harris Fellow for his years of dedicated service. On 14 June 2004, Mr Cohen was awarded the Order of Australia Medal (OAM). |
| MR DAVID HARRIS – B.Ec, CPA | |
| Independent Director, Appointed: 2 June 2009 | |
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David Harris graduated with a Bachelor of Economics and Politics from Monash University. He is a certified practising accountant and a member of CPA Australia. Mr Harris is the Joint Managing Director of TIC Group Pty Ltd, a leading retailer service company specialising in recycling and logistics. He is also a Non-Executive Director of a number of private companies with interests in the fields of retailing, manufacturing, importing and distribution. Previously Mr Harris was an accountant with, and then the General Manager of Kortex (Australia) Pty Ltd, before eventually becoming a director and part-owner of that company. He has also developed and sold a number of start-up businesses in the manufacturing, retailing and advertising sectors and has been involved in office, retail and industrial property developments.
Mr Harris is currently the president of Fare Share, a food rescue organisation and also sits on the board of Victorian Relief Foodbank, the state’s leading emergency relief organisation. |
3. COMPANY SECRETARY OF THE RESPONSIBLE ENTITY
The following person holds the position of Company Secretary of RPML.
| MR ANDREW METCALFE – B.Bus, CPA, FCIS | |
| Company Secretary, RPML, Appointed: 2 June 2009 | |
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Andrew Metcalfe was appointed Company Secretary of RPML on 2 June 2009. Andrew has over 23 years experience in finance and accounting and over 14 years as Company Secretary of a number of ASX listed companies.
Andrew is employed by Accosec Consultants, a specialist service provider of Company Secretarial, Governance and Corporate Administration Services to public and small cap ASX listed companies, assisting with corporations act and listing rule compliance, share registry management, board and general meeting services, accounting and statutory report preparation and ensuring companies maintain a proper corporate governance environment.
Andrew is a CPA and is an active member and Fellow of the Institute of Chartered Secretaries of Australia. Andrew has worked with PricewaterhouseCoopers, British Gas (UK), Swiss Bank Corporation (UK), and various small to medium ASX listed, Canadian listed and Australian public companies. His experience includes Resources, Energy, Property, Retail, Entertainment, IT, Environmental, and Finance Industries.
Andrew does not participate in the operational decision making of the company or the Rabinov Property Trust and assists Rabinov in company secretarial processes and procedures, including corporate governance matters. |
The purpose of this policy is to establish the guidelines of the Rabinov Property Management Limited (management company) and Rabinov Property Trust (Trust) Securities Trading Policy regarding directors and employees trading in its securities are set by the Board. The policy restricts directors and employees from trading on material information until it has been released to the market and adequate time has been given for this to be reflected in the securities’ prices.
In particular, the management company of the Rabinov Property Trust:
- must comply with the requirements of the ASX Listing Rules and Corporations Act 2001;
- must receive prior notification from directors, officers, employees and contractors of their intention to deal in the Trust's securities; and
- prohibits short term trading by directors, officers, employees and contractors in the Trust's securities.
The Policy is as follows:
"Directors, officers and employees of the Trust should not trade in the Trust’s securities when he or she is in possession of price sensitive information that is not generally available to the market."
Directors and senior management are likely to be in possession of unpublished price sensitive information concerning the Trust by virtue of their position within the management company and the Trust. Therefore those persons are restricted from dealing in the Trust’s securities in the first business day following the release of price sensitive information to the ASX.
In addition, Directors, officers and employees can only deal in the Trust’s securities after having first obtained clearance from the management company and must notify the Company Secretary when a trade has occurred.




