Corporate Governance, Principles & Policies

INTRODUCTION

The GPT Group (GPT or the Group) comprises GPT Management Holdings Limited (ACN 113 510 188) (GPTMHL) and General Property Trust (Trust). GPT RE Limited (ACN 107 426 504) (GPTRE) AFSL (286511) is the Responsible Entity of the Trust. GPT's stapled securities are listed on the Australian Securities Exchange (ASX).

The ASX Corporate Governance Council's 'Corporate Governance Principles and Recommendations' (Principles), provide a framework for good corporate governance. GPT has complied with the 2nd edition of the Principles for the 2014 year. The 3rd edition of the Principles was released on 27 March 2014 and GPT is required to comply with the 3rd edition of the Principles for the 2015 year. We have commenced reviewing and updating our corporate governance framework to comply with the 3rd edition of the Principles and we have included descriptions in this statement where relevant. The table summarising the Group's compliance with the 2nd edition of the Principles is provided at the end of this statement.

GPT's website has a Corporate Governance section containing further information on GPT's governance practices together with copies of relevant policies such as Board and Committee Charters, Code of Conduct, Continuous Disclosure Policy, Whistleblower Policy and Personal Dealing Policy.

GPT'S APPROACH TO CORPORATE GOVERNANCE

GPT regards good corporate governance as being of critical importance to all of GPT's stakeholders and a fundamental component of GPT's commitment to Securityholders. GPT's Board strives to ensure that GPT meets high standards of governance across its operations. This is an ongoing commitment, requiring continual review, modification and enhancement from time to time.

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 Role and Responsibilities of the Board and Delegation to Management

As a result of the stapling of GPTRE and GPTMHL, both entities operate as a coordinated group. For example, the entities must, to the extent possible, ensure the Boards of GPTRE and GPTMHL have the same composition and that meetings are held concurrently or consecutively. References to the "Board" in this statement are references to the Board of GPTRE (as responsible entity of the Trust) and GPTMHL.

The Board is accountable to Securityholders for GPT's performance and is responsible for the overall management and governance of GPT.

The Board is responsible for overseeing all of GPT's businesses, including:

The Board has established a formal Charter setting out its main responsibilities and functions.

Click here for a copy of the Board Charter.

All matters not specifically reserved for the Board and necessary for the day-to-day management of GPT, are delegated to management. The Board has approved delegated authority limits for management in this context. The Board has also delegated specific responsibilities to Board Committees to deal with particular matters. These Committees are discussed in more detail below.

All new Directors have formal agreements governing their employment. These agreements prescribe:

Appropriate background checks are undertaken in respect of all new Directors prior to the candidate being put forward for election by Securityholders. This includes background checks in relation to character, experience, education, criminal record and bankruptcy history. Where a Director is standing for election, GPT provides its Securityholders with a Notice of Meeting and Explanatory Memorandum which includes all information in the GPT's possession to enable Securityholders to make an informed decision.

1.2 Role of the Company Secretary

The appointment or removal of the Company Secretary must be approved by the GPT Board. The Company Secretary is accountable to the Board through the Chair on all matters to do with the proper functioning of the GPT Board.

PRINCIPLE 2: STRUCTURE OF THE BOARD TO ADD VALUE

2.1 Composition of the Board

The Boards of GPTRE and GPTMHL have the same Directors, comprising six Non-Executive Directors and one Executive Director.

The Board represents a broad range of skills and experience to assist with decision making and leading GPT. Members of the Board have significant experience in various fields, including funds management, property investment, financial markets, accounting and general management. Details concerning the membership of the Board, the period of office and the experience and expertise of the Directors of the Board are set out in the Directors' Report. GPT has commenced the process of formulating a Board skills matrix disclosing the mix of skills and diversity on the Board and will report on this in the 2015 year.

2.2 Director Independence

The Board is responsible for determining the independence of each Director. In determining each Director's independence, the Board refers to the following criteria adapted from the Principles and set out in the Board Charter:

The Board recognises that the above principles are relevant in determining independence, but considers that independence is a matter of judgment having regard to all the facts and circumstances of particular relationships.

The Board considers that of the matters set out above, the most relevant consideration for determining the independence of GPT's Directors is that a Director be free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of GPT. This principle is also used when considering issues such as the materiality of any identified interest, business or relationship. The Board considers the independence of the Directors at least annually and each time a candidate is considered for election or re-election to the Board.

The Board evaluates the materiality of any interests or relationships that could be perceived as to compromise independence on a case by case basis having regard to the circumstances of each Director.

Based on the criteria above and having taken in account the matters noted in the section below, the Board considers all of its Non- Executive Directors to be independent.

2.3 Notification of Interests and Conflicts

Directors are required to notify the Chairman of any contract, office (including other directorships) or interest which might involve a conflict of interest and a list of interests is included at the front of the Agenda for each Board meeting.

The Board has developed a Conflicts Management Policy to provide guidance in the event of a conflict of interest arising. The Conflicts Management Policy provides guidance principally in respect of conflicts arising from the existence of obligations owed by certain Directors to other corporate entities, but also in respect of conflicts arising from any material personal interests held by the Directors. In particular, where a conflict of interest may exist, Directors will not take part in discussions or vote on the matter being considered.

Click here for a copy of GPT's Conflicts Management Policy.

2.4 Attendance at Board Meetings by Directors

The number of Board meetings and Directors' attendance at those meetings during the financial year is set out in the Directors' Report.

2.5 Access to Information and Independent Advice

Each Director enters into an Access and Indemnity Deed with GPT to ensure seven years access to documents after their retirement as a Director.

The Board collectively, and each Director individually, has the right to seek independent professional advice in the performance of their duties as a Director.

2.6 Induction and Training

On commencement of employment, all Directors and employees undertake an induction program which includes information on GPT's values, Code of Conduct, WH&S and employment practices and procedures.

General compliance training is provided to all employees and specific training is provided depending on job function (eg to meet licensing requirements, or to meet specific industry or professional body accreditation requirements). GPT has also built an in-house learning and development capability to support the maintenance and development of required employee capabilities.

Ongoing training for Directors involves education programs which are incorporated into the Board program, visits to GPT's offices or assets and presentations on developments impacting the business.

2.7 Review of Board Performance

The Board is committed to enhancing its own and management's effectiveness through a combined process of continuing education and performance management.

The Board considers that ongoing reviews of its performance is essential to good governance by providing a mechanism to raise and resolve issues and to provide recommendations to assist the Board to enhance its effectiveness. Performance reviews may be undertaken internally or with the assistance of an external facilitator and they cover the activities of the Board and each of its Committees.

The last evaluation of the Board's performance was undertaken by an external facilitator in late 2012. An internal evaluation of the Board's performance was undertaken in 2014 and was conducted in accordance with the principles set out in this statement.

2.8 Review of Performance of Senior Executives

GPT has implemented a uniform performance management system to provide employees with clear financial and personal performance objectives. Components of this system include GPT or business unit financial and non-financial key performance indicators as well as an assessment of performance measured against GPT's values and culture.

These key performance indicators are initially set by the Board for the Chief Executive Officer and are then cascaded into the business.

The Nomination and Remuneration Committee conducts a performance review of the Chief Executive Officer annually and makes recommendations to the Board. In turn, the Chief Executive Officer conducts performance reviews of the Leadership team and reports on their performance to the Nomination and Remuneration Committee.

The performance of the Chief Executive Officer and Leadership team during 2014 was reviewed in accordance with these principles.

Further details can be found in the remuneration report on pages 22 to 29 of the Directors' Report.

2.9 Committees of the Board

The Board has established the Audit and Risk Management Committee, Nomination and Remuneration Committee and Sustainability Committee to assist it in carrying out its responsibilities.

The Chairman of each Committee is an Independent Director with the appropriate qualifications and experience to carry out that role. Members of the Committees must all be Non- Executive Directors.

Each of the Committees has a formal Charter setting out its responsibilities and functions.

Click here for the Charters.

2.10 Nomination and Remuneration Committee

GPT's Nomination and Remuneration Committee was established with responsibility for identifying and making recommendations to the Board regarding the appointment of Non-Executive Directors and reviewing and making recommendations to the Board regarding remuneration of Non-Executive Directors and senior executives.

Before making a recommendation to the Board regarding the appointment of a new Director, the Nomination and Remuneration Committee will assess the appropriate mix of skills, experience and expertise required on the Board, any future succession planning needs and diversity on the Board in accordance with GPT's policy on the Selection and Appointment of Directors. An external professional recruitment search firm may also be employed.

Members of the Nomination and Remuneration Committee during 2014 were:

Gene Tilbrook (Chairman)
Eileen Doyle
Rob Ferguson

The attendance record for the Nomination and Remuneration Committee in 2014 is set out in the Directors' Report.

Click here for a copy of GPT's policy on the Selection and Appointment of Directors,

2.11 Audit and Risk Management Committee

The Board has established the Audit and Risk Management Committee to give assurance regarding the quality and reliability of financial information used by the Board and to review and report on financial statements issued by GPT.

In addition, the Audit and Risk Management Committee performs a range of advisory services to the Board, including:

Members of the Audit and Risk Management Committee during 2014 were:

Anne McDonald (Chairman)
Eric Goodwin
Brendan Crotty

The Audit and Risk Management Committee meets a minimum of four times per year. The attendance record for the Audit and Risk Management Committee in 2014 is set out in the Directors' Report.

2.12 Sustainability Committee

GPT is committed to operating a sustainable business delivering long-term investor value. The Board has established a Sustainability Committee with a focus on:

Members of the Sustainability Committee during 2014 were:

Eileen Doyle (Chairman)
Brendan Crotty
Eric Goodwin

The Sustainability Committee meets a minimum of four times per year. The attendance record for the Sustainability Committee in 2014 is set out in the Directors' Report.

PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING

Funds management is a business based to a large extent upon integrity and mutual trust where the interests of all stakeholders are recognised. GPT has established a Code of Conduct to assist Directors and employees to ensure that their conduct and the conduct of GPT meets the highest ethical and professional standards.

3.1 Code of Conduct

All Directors and employees are committed to, and bound by, GPT's Code of Conduct. The Code of Conduct does not seek to provide prescriptive rules on every ethical issue that may be faced by Directors or employees. Rather it provides a benchmark for ethical behaviour to assist GPT to maintain the trust and confidence of all of GPT's stakeholders. The Code of Conduct also articulates the consequences for Directors and employees if they do not perform to the standards that are expected of them.

The Code of Conduct deals with:

GPT also has a Whistleblower Policy which deals with reporting and investigating unethical behaviour.

All employees receive Code of Conduct training on commencement of employment with GPT and routine refresher training thereafter.

Click here for GPT's Code of Conduct and Whistleblower Policy.

3.2 Diversity

GPT promotes an inclusive workplace where employee differences like gender, age, ethnicity, culture, disability and lifestyle choice are valued. The unique skills, perspectives and experience that our employees possess promote greater creativity and innovation that better reflects and serves the needs of our diverse customer base, ultimately driving improved business performance. GPT recognises that encouraging workplace diversity is not just the socially responsible course of action but is also a source of competitive advantage for the Group. With this in mind, GPT is committed to a high quality recruitment and selection process for roles at all levels of the organisation which ensures candidates are selected on the basis of individual merit without bias, patronage or favouritism.

On a macro level, GPT acknowledges that females are underrepresented in senior leadership roles and as members of boards across Australia. This is evident at GPT in that - while GPT's general employee population comprises 51% female employees - female representation amongst our Board of Directors was at 33.33% (up from 22.22% at the end of 2013) and at 11.11% in the Leadership team as at the end of 2014 (up from 10% at the end of 2013 but reflective of a smaller cohort rather than an increase in participation level).

GPT is committed to improving gender diversity throughout the business with a particular focus on what can be achieved to improve the number of females in senior leadership roles. During 2014 GPT continued to pursue our Diversity Strategy and remains committed to achieving 40% female representation in senior leadership roles[1] by the end of 2015. As at 31 December 2014 female representation amongst this cohort was at 33.90% (up from 27.58% at the end of 2013), just short of our 2014 target of 35%.

GPT also aims to increase the percentage of Indigenous identifying employees in our business. Prior to 2013 GPT had no employees who identified as Indigenous, but the Group has committed to achieving a level of representation of 2.5% by the end of 2015, which is broadly consistent with the general population in Australia.

GPT has made good progress in implementing our Indigenous Employment Strategy and as at the end of 2014 Indigenous representation stood at 1.8%, exceeding our target of 1%.

Click here for a copy of GPT's Diversity Policy. Additional information regarding diversity can be obtained from GPT's website.

GPT's most recent 'Gender Equality Indicators' as defined and published under the Workforce Gender Equality Act are available at www.wgea.gov.au.

3.3 Trading in Securities and Hedging

In addition to its responsibilities under the Corporations Act 2001, the Board has established a Personal Dealing Policy for Directors and employees trading in GPT Securities. This policy provides that:

GPT's Code of Conduct also sets out an explanation and prohibition of insider trading.

Click here for a copy of the Personal Dealing Policy.

3.4 Political Donations

GPT's policy is that of making no political donations.

3.5 Governance for Externally Managed Funds

GPT recognises that as the manager of an externally managed vehicle, conflicts or potential conflicts may arise from time to time between GPT and the externally managed funds.

Therefore effective and transparent governance procedures are vital to ensure that the interests of investors in the funds are being protected.

GPT has adopted the following basic principles for managing conflicts of interest that may arise:

GPT's funds management business currently comprises the GPT Wholesale Office Fund, GPT Wholesale Shopping Centre Fund (Wholesale Funds) and the GPT Metro Office Fund (collectively the "Funds"). The responsible entity of the Wholesale Funds is GPT Funds Management Limited, a subsidiary of GPTMHL and the responsible entity of the GPT Metro Office Fund is GPT Platform Limited, a subsidiary of the GPTMHL (Responsible Entities). The Boards of the Responsible Entities are responsible for all decisions in respect of the Funds respectively and, if there is a conflict between the investors' interests and the interests of GPT, the Boards of the Responsible Entities must give priority to their investors' interests. Under the arrangements entered into between GPT and investors, it has been agreed that the Boards of the Responsible Entities will be comprised of a majority of independent directors and transactions between the Funds and GPT are to be approved by the relevant Board of the Responsible Entity (comprised only of its independent directors).

PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

4.1. Audit and Risk Management Committee

The Board has established the Audit and Risk Management Committee. The Audit and Risk Management Committee is comprised only of Non-Executive Directors, all of whom are independent.

At least one member of the Audit and Risk Management Committee has relevant accounting qualifications and experience and all members have a good understanding of financial reporting and risk management.

Further details of the structure and responsibilities of the Audit and Risk Management Committee are set out under Principle 2.

4.2. External Auditor

GPT's external Auditor is PricewaterhouseCoopers (PwC). Under the Board's guidelines for the engagement of, and dealing with, GPT's Auditor:

The Audit and Risk Management Committee is responsible for making recommendations to the Board on the appointment, reappointment, replacement, and remuneration of external Auditors. In 2013 GPT sought tenders in respect of its external auditor. PwC was the successful tenderer.

All fees paid to the Auditor are disclosed in GPT's Annual Financial Report. In relation to the audit of the Annual Financial Report of GPT for the year ended 31 December 2014, PwC has provided written confirmation to the Board that, to the best of its knowledge and belief, there have been no contraventions of:

A copy of PwC's independence declaration is included at page 30 of the Directors' Report.

The Auditor attends the Annual General Meeting and is available to answer Securityholder questions about the conduct of the audit and the preparation and content of the Auditor's Report.

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

5.1. Continuous Disclosure Policy

The Board is committed to ensuring that all stakeholders are fully informed in a timely manner so that trading in GPT Securities takes place in an informed and competitive market.

GPT has a Continuous Disclosure Policy which outlines the concepts and principles of continuous disclosure, how they apply in practice, the obligations on GPT personnel to keep the market informed at all times, the procedures to be followed in the case of a disclosable event and the penalties for contravening continuous disclosure obligations. All employees receive training on GPT's obligations to ensure disclosure of material information.

The Company Secretary is responsible for communication with the Australian Securities Exchange in relation to listing rule obligations including continuous disclosure.

Click here for a  copy of the Continuous Disclosure Policy.

PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITYHOLDERS

The Board is committed to effective communication with GPT's stakeholders on all major developments and events concerning GPT's operations and financial results. To achieve this, GPT has designed a communications policy which outlines GPT's procedures for disclosure of information to the market.

6.1 Communication with Stakeholders

In addition to complying with the continuous disclosure obligations required by the Australian Securities Exchange, timely and accurate information is made available to all stakeholders. Announcements are:

Major communication forums, such as Annual and Mid-Year results briefings and the Annual General Meeting, are also webcast. Securityholders are also able to elect to receive and send communications to the registry electronically.

GPT maintains an extensive website which includes the following information:

Executives also meet with investors and their representatives on a regular basis to discuss GPT's performance.

Additional information regarding Stakeholder Engagement can be obtained from GPT's website under the section on Sustainability.

6.2 Annual General Meeting

GPT's Annual General Meeting is held each year, typically between April and June. In addition to formal business, the meeting is an opportunity for Securityholders to be briefed on GPT's activities and to ask questions of the Board and management.

A Notice of Meeting and accompanying Explanatory Memorandum on proposed resolutions is provided to Securityholders well in advance of any meeting of Securityholders. It is also posted on GPT's website and lodged with the Australian Securities Exchange.

Securityholders who are not able to attend GPT's Annual General Meeting are able to vote by proxy in accordance with the Corporations Act 2001.

The Auditor attends the Annual General Meeting and is available to answer Securityholder questions about the conduct of the audit and the preparation and content of the Auditor's Report.

The Annual General Meeting is webcast via GPT's website for those Securityholders who are unable to attend in person. Additionally, the Chairman's address is immediately announced to the Australian Securities Exchange.

PRINCIPLE 7: RECOGNISE AND MANAGE RISK

7.1 Risk Management Framework

The GPT Group has an active enterprise-wide risk management framework. Within this framework the Board has adopted a policy setting out the principles, objectives and approach established to maintain GPT's commitment to integrated risk management. GPT's risk management approach incorporates culture, people, processes and systems to enable the organisation to realise potential opportunities whilst managing adverse effects. The approach is consistent with AS/NZS ISO 31000:2009: Risk Management.

Key components of GPT's risk management approach include:

7.2 Scope, Roles and Responsibilities in Respect of Risk Management

GPT's risk management policy applies to all directors and employees of the Group and, to the maximum extent possible, to the agents and contractors that act for or on behalf of the Group.

The risk management and internal audit functions of the Group report to the Chief Risk Officer. The internal auditors and the Chief Risk Officer have direct access to the Audit and Risk Management Committee.

Additionally, GPT recognises the requirement for effective risk management as a core capability and consequently all employees are expected to be managers of risk.

Further details of roles and responsibilities in relation to risk management are set out below:

Role

Responsibility

GPT Board

The GPT Board is ultimately accountable for corporate governance and the appropriate management of risk across GPT. The Board sets the risk appetite and oversees GPT's risk profile to ensure activities are consistent with the strategy and values of the organisation.

Audit and Risk Management Committee

The Audit and Risk Management Committee supports the Board. The Committee is responsible for overseeing and reviewing the effectiveness of GPT's risk management framework.

The Committee and, through it the Board, receive reports on GPT's risk management practices and control systems and the effectiveness of GPT's management of its material business risks.

Leadership Team

The Leadership team supports the framework and culture of risk management at GPT and each member is accountable for developing and promoting this within their business area. The Leadership team is responsible for appropriately managing key risks and for the ongoing maintenance of the control environment.

Chief Risk Officer

The Chief Risk Officer is responsible for designing, implementing and reporting on the adequacy of GPT's risk management framework to the Board, Audit and Risk Management Committee and the Leadership team.

All Employees

Employees are responsible for ensuring they comply with all legislative, regulatory and GPT policy requirements including reporting any identified risks to the appropriate management in a timely manner.

7.3 Compliance Framework

Reporting to the General Counsel, the Compliance Manager promotes a compliance culture across GPT, while assisting management to comply with the regulatory framework within which GPT operates. This includes monitoring compliance with the Trust's Compliance Plan and other key compliance policies and procedures of GPT. Reports on compliance activities are provided to the Audit and Risk Management Committee and, through the Committee, to the Board.

7.4 Integrity in Financial Reporting, Risk Management and Internal Control

For the period ended 31 December 2014, the Board has received written assurance from the Chief Executive Officer and Chief Financial Officer that the declaration provided by them in accordance with section 295A of the Corporations Act is in their opinion founded on a sound system of risk management and internal compliance and control which, in all material respects, implements the policies adopted by the Board and that this system is operating effectively and efficiently in all material respects in relation to financial reporting. Since 31 December 2014 nothing has come to the attention of the Chief Executive Officer and Chief Financial Officer that would indicate any material change to these statements.

PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

8.1 Nomination and Remuneration Committee

GPT's Nomination and Remuneration Committee is responsible for undertaking the following activities on behalf of the Board:

Further information concerning the Nomination and Remuneration Committee is set out above under Principle 2.

8.2 Remuneration Policy

GPT is a performance-based culture that creates opportunities for market competitive rewards to employees in line with their performance. As a result, GPT's remuneration strategy is focused on aligning and rewarding superior employee performance. GPT's remuneration processes are also designed to demonstrate a clear and direct link between GPT's performance and an individual's performance and remuneration.

The Board, with the assistance of the Nomination and Remuneration Committee, aims to create a remuneration system that:

Non-Executive Directors receive fees which reflect their skills, responsibility and time commitment in the discharge of their duties. There is no performance link, in that fees are fixed with no short or long term incentive schemes in place. Non-Executive Directors do not receive any retirement benefits.

GPT's philosophy and the policies and procedures (including clawback policies in relation to performance rights granted under GPT's incentive plans) that are applied to determine the nature and amount of remuneration paid to Directors and employees of GPT are set out in the Remuneration section of the Directors' Report (pages 22 to 29).

All Senior Executives have formal agreements governing their employment. These agreements prescribe:

* Further details on these in relation to the Key Management Personnel are set out in the Remuneration section of the Directors' Report.

ASX Corporate Governance Recommendation Reconciliation 31 December 2014

Requirement/recommendations

Reference

Comply

1

Lay Solid Foundations for Management and oversight

 

Yes

1.1

Establish functions reserved to the Board and those delegated to senior executives and disclose those functions

1.1
Board Charter;

Yes

1.2

Disclose the process for evaluating the performance of senior executives

2.7, 2.8, 8.2
Directors' Report

Yes

1.3

Provide information indicated in the Guide to reporting on Principle 1

1, 1.1, 2.7, 2.8, 8.2
Board Charter;
Directors' Report

Yes

2

Structure the Board to add value

 

Yes

2.1

A majority of the board should be independent directors

2.1, 2.2, 2.3
Board Charter; Nomination and Remuneration Committee Charter; Directors' Report

Yes

2.2

Chair should be an independent director

2.1, 2.2, 2.3
Board Charter
Directors' Report

Yes

2.3

Roles of the chair and chief executive officer should not be exercised by the same individual

2.1, 2.2, 2.3
Board Charter
Directors' Report

Yes

2.4

The Board should establish a nomination committee

2.10, 8.1,
Nomination and Remuneration Committee Charter

Yes

2.5

Disclose the process for evaluating the performance of the Board, its committee and individual directors

2.7,
Board Charter

Yes

2.6

Provide the information indicated in the Guide to Reporting in Principle 2

2, 2.1, 2.2, 2.3, 2.7
Nomination and Remuneration Committee Charter; Directors' Report

Yes

 

3.

Promote ethical and responsible decision-making

 

Yes

3.1

Establish a code of conduct and disclose the code or a summary of the code

3.1

Yes

3.2

Establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and the progress in achieving them

3.2

Yes

3.3

Disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them

3.2

Yes

3.4

Disclose in each annual report the proportion of women employees in the whole organisation, women in senior positions and women on the board

3.2

Yes

3.5

Provide the information indicated in the Guide to Reporting in Principle 3

3, 3.1, 3.2

Yes

4.

Safeguard integrity in financial reporting

 

Yes

4.1

Board should establish an audit committee

2.9, 2.11, 4.1

Yes

4.2

Audit committee should be structured so that it:

  • Consists only of non-executive directors
  • Consists of a majority of independent directors
  • Is chaired by an independent chair, who is not a chair of the Board
  • Has at least 3 members

2.11, 4.1
Audit Committee Charter;
Directors' Report

Yes

4.3

Audit committee should have a formal charter

2.9, 2.11

Yes

4.4

Provide the information indicated in the Guide to reporting on Principle 4

2.9, 2.11, 4.1,
Audit Committee Charter, Directors' Report

Yes

5.

Make timely and balanced disclosure

 

Yes

5.1

Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies

Introduction, 3.3, 5.1

Yes

5.2

Provide the information indicated in the Guide to Reporting on Principle 5

Introduction, 3.3, 5.1

Yes

6.

Respect the rights of securityholders

 

Yes

6.1

Design a communications policy for promoting effective communications with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy

Introduction, 6.1, 6.2

Yes

6.2

Provide the information indicated in Guide to Reporting on Principle 6

Introduction, 6, 6.1, 6.2

Yes

 

7.

Recognise and manage risk

 

Yes

7.1

Establish policies for the oversight and management of material business risks and disclose summary of those policies

7.1

Yes

7.2

Board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company's management of its material business risks

7.1, 7.2, 7.3

Yes

7.3

Board should disclose whether it has received assurances from the chief executive officer and the chief financial officer that the declaration provided in accordance with s295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to the financial reporting risks

7.4

Yes

7.4

Provide the information indicated in Guide to Reporting on Principle 7

7, 7.1, 7.2, 7.3, 7.4

Yes

8.

Remunerate fairly and responsibly

 

Yes

8.1

Board should establish a remuneration committee

2.9, 2.10

Yes

8.2

The remuneration committee should be structured so that it:

  • Consists of a majority of independent directors
  • Is chaired by an independent chair
  • Has at least three members

2.10
Nomination and Remuneration Committee Charter

Yes

8.3

Clearly distinguish the structure of non-executive director's remuneration from that of executive directors and senior executives

8.2, Directors' Report

Yes

8.4

Provide the information indicated in Guide to Reporting on Principle 8

2.9, 2.10, 8.2

Nomination and Remuneration Committee Charter;
Directors' Report

Yes



[1] We define 'senior leadership roles' as including the Board, Leadership team, and senior employees with significant line management or P&L responsibilities. At the time of publication of this statement 61 senior leadership roles existed.

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