Rules 4.7.3 and 4.10.3 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity:
Goodman Group comprising Goodman Limited (ABN 69 000 123 071), Goodman Industrial Trust (ARSN 091 213 839) (Responsible Entity - Goodman Funds Management Limited ABN 48 067 796 641) and Goodman Logistics (HK) Limited (ARBN 155 911 149) (ASX: GMG)
ABN / ARBN: | Financial year ended: |
69 000 123 071 | 30 June 2020 |
Our corporate governance statement 2 for the above period above can be found at: 3
- These pages of our annual report:
- This URL on our website:http://www.goodman.com/about-us/corporate-governance/statement
The Corporate Governance Statement is accurate and up to date as at 24 September 2020 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 24 September 2020
Name of Director or Secretary authorising lodgement: Carl Bicego
1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
- "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
- Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.
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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of | ||
the period above. We have disclosed … | |||
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
1.1 | A listed entity should disclose: | … the fact that we follow this recommendation: | |
(a) | the respective roles and responsibilities of its board and | ☒ in our Corporate Governance Statement OR | |
management; and | ☐ at [insert location] | ||
(b) | those matters expressly reserved to the board and those | ||
delegated to management. | … and information about the respective roles and responsibilities of | ||
our board and management (including those matters expressly | |||
reserved to the board and those delegated to management): | |||
☒ in our Board Charter at | |||
https://www.goodman.com/-/media/Files/Sites/Global/Who-we- | |||
are/corporate-governance/Charters/Goodman-Group-Board- | |||
Charter.pdf | |||
1.2 | A listed entity should: | … the fact that we follow this recommendation: | |
(a) | undertake appropriate checks before appointing a | ☒ in our Corporate Governance Statement OR | |
person, or putting forward to security holders a candidate | |||
for election, as a director; and | ☐ at [insert location] | ||
(b) | provide security holders with all material information in its | ||
possession relevant to a decision on whether or not to | |||
elect or re-elect a director. | |||
1.3 | A listed entity should have a written agreement with each | … the fact that we follow this recommendation: | |
director and senior executive setting out the terms of their | ☒ in our Corporate Governance Statement OR | ||
appointment. | |||
☐ at [insert location] | |||
1.4 | The company secretary of a listed entity should be accountable | … the fact that we follow this recommendation: | |
directly to the board, through the chair, on all matters to do with | ☒ in our Corporate Governance Statement OR | ||
the proper functioning of the board. | |||
☐ at [insert location] | |||
1.5 | A listed entity should: | … the fact that we have a diversity policy that complies with | |
(a) | have a diversity policy which includes requirements for | paragraph (a): | |
the board or a relevant committee of the board to set | ☒ in our Corporate Governance Statement OR | ||
measurable objectives for achieving gender diversity and | |||
to assess annually both the objectives and the entity's | ☐ at [insert location] | ||
progress in achieving them; | … and a copy of our diversity policy or a summary of it: | ||
(b) | disclose that policy or a summary of it; and | ||
☐ at [insert location] | |||
(c) | disclose as at the end of each reporting period the | ||
… and the measurable objectives for achieving gender diversity set | |||
measurable objectives for achieving gender diversity set | |||
by the board or a relevant committee of the board in | by the board or a relevant committee of the board in accordance | ||
accordance with the entity's diversity policy and its | with our diversity policy and our progress towards achieving them: | ||
progress towards achieving them and either: | ☒ in our Corporate Governance Statement OR | ||
(1) the respective proportions of men and women on the | ☐ at [insert location] | ||
board, in senior executive positions and across the | |||
whole organisation (including how the entity has | … and the information referred to in paragraphs (c)(1) or (2): | ||
defined "senior executive" for these purposes); or | ☒ in our Corporate Governance Statement OR | ||
(2) if the entity is a "relevant employer" under the | |||
Workplace Gender Equality Act, the entity's most | ☐ at [insert location] | ||
recent "Gender Equality Indicators", as defined in | |||
and published under that Act. | |||
1.6 | A listed entity should: | … the evaluation process referred to in paragraph (a): | |
(a) | have and disclose a process for periodically evaluating | ☒ in our Corporate Governance Statement OR | |
the performance of the board, its committees and | ☐ at [insert location] | ||
individual directors; and | |||
(b) | disclose, in relation to each reporting period, whether a | … and the information referred to in paragraph (b): | |
performance evaluation was undertaken in the reporting | ☒ in our Corporate Governance Statement OR | ||
period in accordance with that process. | |||
☐ at [insert location] | |||
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of | ||||
the period above. We have disclosed … | |||||
1.7 | A listed entity should: | … the evaluation process referred to in paragraph (a): | |||
(a) | have and disclose a process for periodically evaluating | ☒ in our Corporate Governance Statement OR | |||
the performance of its senior executives; and | ☐ at [insert location] | ||||
(b) | disclose, in relation to each reporting period, whether a | ||||
performance evaluation was undertaken in the reporting | … and the information referred to in paragraph (b): | ||||
period in accordance with that process. | ☒ in our Corporate Governance Statement OR | ||||
☐ at [insert location] | |||||
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE | |||||
2.1 | The board of a listed entity should: | [If the entity complies with paragraph (a):] | |||
(a) | have a nomination committee which: | … the fact that we have a nomination committee that complies with | |||
(1) has at least three members, a majority of whom | paragraphs (1) and (2): | ||||
are independent directors; and | ☒ in our Corporate Governance Statement OR | ||||
(2) is chaired by an independent director, | ☐ at [insert location] | ||||
and disclose: | |||||
… and a copy of the charter of the committee: | |||||
(3) the charter of the committee; | |||||
☒ athttps://www.goodman.com/-/media/Files/Sites/Global/Who- | |||||
(4) the members of the committee; and | |||||
we-are/corporate-governance/Charters/Goodman-Group- | |||||
(5) as at the end of each reporting period, the number | |||||
Remuneration-and-Nomination-Committee-Charter.pdf | |||||
of times the committee met throughout the period | |||||
… and the information referred to in paragraphs (4) and (5): | |||||
and the individual attendances of the members at | |||||
those meetings; or | ☒ in our Corporate Governance Statement OR | ||||
(b) | if it does not have a nomination committee, disclose | ☐ at [insert location] | |||
that fact and the processes it employs to address | [If the entity complies with paragraph (b):] | ||||
board succession issues and to ensure that the board | |||||
has the appropriate balance of skills, knowledge, | … the fact that we do not have a nomination committee and the | ||||
experience, independence and diversity to enable it to | processes we employ to address board succession issues and to | ||||
discharge its duties and responsibilities effectively. | ensure that the board has the appropriate balance of skills, | ||||
knowledge, experience, independence and diversity to enable it to | |||||
discharge its duties and responsibilities effectively: | |||||
☐ in our Corporate Governance Statement OR | |||||
☐ at [insert location] | |||||
2.2 | A listed entity should have and disclose a board skills matrix | … our board skills matrix: | |||
setting out the mix of skills and diversity that the board | ☒ in our Corporate Governance Statement OR | ||||
currently has or is looking to achieve in its membership. | |||||
☐ at [insert location] | |||||
2.3 | A listed entity should disclose: | … the names of the directors considered by the board to be | |||
(a) the names of the directors considered by the board to | independent directors: | ||||
be independent directors; | ☒ in our Corporate Governance Statement OR | ||||
(b) if a director has an interest, position, association or | ☐ at [insert location] | ||||
relationship of the type described in Box 2.3 but the | |||||
board is of the opinion that it does not compromise the | … and, where applicable, the information referred to in paragraph | ||||
independence of the director, the nature of the interest, | (b): | ||||
position, association or relationship in question and an | ☐ in our Corporate Governance Statement OR | ||||
explanation of why the board is of that opinion; and | |||||
(c) | the length of service of each director. | ☐ at [insert location] | |||
… and the length of service of each director: | |||||
☒ in our Corporate Governance Statement OR | |||||
☐ at [insert location] | |||||
2.4 | A majority of the board of a listed entity should be | … the fact that we follow this recommendation: | |||
independent directors. | ☒ in our Corporate Governance Statement OR | ||||
☐ at [insert location] | |||||
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of | ||
the period above. We have disclosed … | |||
2.5 | The chair of the board of a listed entity should be an | … the fact that we follow this recommendation: | |
independent director and, in particular, should not be the | ☒ in our Corporate Governance Statement OR | ||
same person as the CEO of the entity. | |||
☐ at [insert location] | |||
2.6 | A listed entity should have a program for inducting new | … the fact that we follow this recommendation: | |
directors and provide appropriate professional development | ☒ in our Corporate Governance Statement OR | ||
opportunities for directors to develop and maintain the skills | |||
and knowledge needed to perform their role as directors | ☐ at [insert location] | ||
effectively. | |||
PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY | |||
3.1 | A listed entity should: | … our code of conduct or a summary of it: | |
(a) have a code of conduct for its directors, senior | ☐ in our Corporate Governance Statement OR | ||
executives and employees; and | ☒ athttps://www.goodman.com/- | ||
(b) disclose that code or a summary of it. | |||
/media/Files/Sites/Global/Who-we-are/corporate- | |||
governance/Policies/Code-of-conduct.pdf | |||
PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING | |||
4.1 | The board of a listed entity should: | [If the entity complies with paragraph (a):] | |
(a) have an audit committee which: | … the fact that we have an audit committee that complies with | ||
(1) has at least three members, all of whom are non- | paragraphs (1) and (2): | ||
executive directors and a majority of whom are | ☒ in our Corporate Governance Statement OR | ||
independent directors; and | ☐ at [insert location] | ||
(2) is chaired by an independent director, who is not | |||
the chair of the board, | … and a copy of the charter of the committee: | ||
and disclose: | ☒ athttps://www.goodman.com/-/media/Files/Sites/Global/Who- | ||
(3) the charter of the committee; | |||
we-are/corporate-governance/Charters/Goodman-Group- | |||
(4) the relevant qualifications and experience of the | Audit-Committee-Charter.pdf | ||
members of the committee; and | … and the information referred to in paragraphs (4) and (5): | ||
(5) in relation to each reporting period, the number of | ☒ in our Corporate Governance Statement OR | ||
times the committee met throughout the period | |||
and the individual attendances of the members at | ☐ | ||
those meetings; or | [If the entity complies with paragraph (b):] | ||
(b) if it does not have an audit committee, disclose that | |||
… the fact that we do not have an audit committee and the | |||
fact and the processes it employs that independently | |||
processes we employ that independently verify and safeguard the | |||
verify and safeguard the integrity of its corporate | |||
integrity of our corporate reporting, including the processes for the | |||
reporting, including the processes for the appointment | |||
appointment and removal of the external auditor and the rotation of | |||
and removal of the external auditor and the rotation of | |||
the audit engagement partner: | |||
the audit engagement partner. | |||
☐ in our Corporate Governance Statement OR | |||
☐ at [insert location] | |||
4.2 | The board of a listed entity should, before it approves the | … the fact that we follow this recommendation: | |
entity's financial statements for a financial period, receive | ☒ in our Corporate Governance Statement OR | ||
from its CEO and CFO a declaration that, in their opinion, the | |||
financial records of the entity have been properly maintained | ☐ at [insert location] | ||
and that the financial statements comply with the appropriate | |||
accounting standards and give a true and fair view of the | |||
financial position and performance of the entity and that the | |||
opinion has been formed on the basis of a sound system of | |||
risk management and internal control which is operating | |||
effectively. | |||
4.3 | A listed entity that has an AGM should ensure that its | … the fact that we follow this recommendation: | |
external auditor attends its AGM and is available to answer | ☒ in our Corporate Governance Statement OR | ||
questions from security holders relevant to the audit. | |||
☐ at [insert location] | |||
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Goodman Group published this content on 24 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 September 2020 06:59:01 UTC