Non-Independent Chair Raises Governance Questions at 360 Capital Mortgage REIT
360 Capital Mortgage REIT has confirmed comprehensive compliance with ASX corporate governance principles for FY2025, with a single noted exception regarding board chair independence.
- Full compliance with ASX Corporate Governance Council recommendations
- Corporate governance statement approved and publicly available
- Board chair not independent, disclosed as deviation
- Externally managed entity with disclosed management arrangements
- Robust policies on risk, remuneration, diversity, and ethical conduct
Governance Compliance Confirmed
360 Capital Mortgage REIT (ASX – TCF) has lodged its Appendix 4G corporate governance disclosures for the financial year ended 30 June 2025, affirming its adherence to the ASX Corporate Governance Council’s Principles and Recommendations. The entity’s board approved the corporate governance statement on 7 August 2025, which is accessible on the company’s website, ensuring transparency for investors and stakeholders.
The filing highlights that 360 Capital Mortgage REIT has followed all key governance recommendations throughout the reporting period. This includes comprehensive board charters, rigorous checks on director appointments, and clearly defined roles and responsibilities between the board and management.
Board Structure and Independence
The REIT maintains a majority of independent directors on its board and has established committees for nomination, audit, risk, and remuneration, each chaired by independent directors as prescribed. However, the company disclosed a deviation from the ASX recommendation that the board chair should be independent. The current chair is not independent, a fact openly acknowledged in the governance statement, reflecting the entity’s commitment to full disclosure.
As an externally managed entity, 360 Capital Mortgage REIT has also detailed the arrangements between the responsible entity and itself, including the role of the board overseeing these management arrangements. This transparency is crucial given the complexities external management can introduce to governance oversight.
Ethics, Risk, and Remuneration Policies
The REIT has robust policies in place covering ethical conduct, including a code of conduct, whistleblower protections, and anti-bribery and corruption measures. Risk management is overseen by a dedicated committee, with regular reviews ensuring the framework remains sound and aligned with the board’s risk appetite.
Remuneration practices are clearly disclosed, with a remuneration committee overseeing fair and responsible pay structures. The company also addresses diversity with measurable objectives and progress reporting, underscoring its commitment to inclusive governance.
Implications for Investors
For investors, this filing reinforces confidence in 360 Capital Mortgage REIT’s governance framework, which is integral to sustainable performance and regulatory compliance. The transparent disclosure of the chair’s non-independence invites scrutiny but also signals the company’s openness in governance matters.
Bottom Line?
360 Capital Mortgage REIT’s governance disclosures affirm strong compliance, with chair independence the key watchpoint going forward.
Questions in the middle?
- Will the board chair’s independence status change in the near term?
- How might external management arrangements evolve to enhance governance oversight?
- What impact could governance practices have on investor confidence and share performance?
