Rules 4.7.3 and 4.10.31

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 2019

Our corporate governance statement2 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 16 September 2019 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 25 September 2019

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.

  1. "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.
  2. 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.

Page 1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the

period above. We have disclosed …

whole of the period above. We have disclosed …4

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate

(a)

the respective roles and responsibilities of its board and

☒ in our Corporate Governance Statement OR

Governance Statement OR

management; and

☐ at [insert location]

☐ we are an externally managed entity and this

(b)

those matters expressly reserved to the board and those

recommendation is therefore not applicable

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:

☐ an explanation why that is so in our Corporate

(a)

undertake appropriate checks before appointing a person, or

☒ in our Corporate Governance Statement OR

Governance Statement OR

putting forward to security holders a candidate for election,

☐ at [insert location]

☐ we are an externally managed entity and this

as a director; and

(b)

provide security holders with all material information in its

recommendation is therefore not applicable

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 director

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate

and senior executive setting out the terms of their appointment.

☒ in our Corporate Governance Statement OR

Governance Statement OR

☐ at [insert location]

☐ we are an externally managed entity and this

recommendation is therefore not applicable

1.4

The company secretary of a listed entity should be accountable

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate

directly to the board, through the chair, on all matters to do with the

☒ in our Corporate Governance Statement OR

Governance Statement OR

proper functioning of the board.

☐ we are an externally managed entity and this

☐ at [insert location]

recommendation is therefore not applicable

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the

period above. We have disclosed …

whole of the period above. We have disclosed …4

1.5

A listed entity should:

… the fact that we have a diversity policy that complies with paragraph (a):

☐ an explanation why that is so in our Corporate

(a)

have a diversity policy which includes requirements for the

☒ in our Corporate Governance Statement OR

Governance Statement OR

board or a relevant committee of the board to set

☐ at [insert location]

☐ we are an externally managed entity and this

measurable objectives for achieving gender diversity and to

assess annually both the objectives and the entity's progress

… and a copy of our diversity policy or a summary of it:

recommendation is therefore not applicable

in achieving them;

☐ at [insert location]

(b)

disclose that policy or a summary of it; and

… and the measurable objectives for achieving gender diversity set by the

(c)

disclose as at the end of each reporting period the

measurable objectives for achieving gender diversity set by

board or a relevant committee of the board in accordance with our diversity

the board or a relevant committee of the board in accordance

policy and our progress towards achieving them:

with the entity's diversity policy and its progress towards

☒ in our Corporate Governance Statement OR

achieving them and either:

☐ at [insert location]

(1) the respective proportions of men and women on the

board, in senior executive positions and across the

… and the information referred to in paragraphs (c)(1) or (2):

whole organisation (including how the entity has defined

☒ in our Corporate Governance Statement OR

"senior executive" for these purposes); or

(2) if the entity is a "relevant employer" under the Workplace

☐ at [insert location]

Gender Equality Act, the entity's most 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):

☐ an explanation why that is so in our Corporate

(a)

have and disclose a process for periodically evaluating the

☒ in our Corporate Governance Statement OR

Governance Statement OR

performance of the board, its committees and individual

☐ at [insert location]

☐ we are an externally managed entity and this

directors; and

recommendation is therefore not applicable

(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]

1.7

A listed entity should:

… the evaluation process referred to in paragraph (a):

☐ an explanation why that is so in our Corporate

(a)

have and disclose a process for periodically evaluating the

☒ in our Corporate Governance Statement OR

Governance Statement OR

performance of its senior executives; and

☐ at [insert location]

☐ we are an externally managed entity and this

(b)

disclose, in relation to each reporting period, whether a

recommendation is therefore not applicable

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]

Page 3

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the

period above. We have disclosed …

whole of the period above. We have disclosed …4

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

[If the entity complies with paragraph (a):]

☐ an explanation why that is so in our Corporate

(a)

have a nomination committee which:

… the fact that we have a nomination committee that complies with

Governance Statement OR

(1) has at least three members, a majority of whom are

paragraphs (1) and (2):

☐ we are an externally managed entity and this

independent directors; and

☒ in our Corporate Governance Statement OR

recommendation is therefore not applicable

(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-we-

(4) the members of the committee; and

are/corporate-governance/Charters/Goodman-Group-Remuneration-

(5) as at the end of each reporting period, the number of

and-Nomination-Committee-Charter.pdf

times the committee met throughout the period and

… and the information referred to in paragraphs (4) and (5):

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 that

☐ at [insert location]

fact and the processes it employs to address board

[If the entity complies with paragraph (b):]

succession issues and to ensure that the board has the

appropriate balance of skills, knowledge, experience,

… the fact that we do not have a nomination committee and the processes

independence and diversity to enable it to discharge its

we employ to address board succession issues and to ensure that the board

duties and responsibilities effectively.

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:

☐ an explanation why that is so in our Corporate

setting out the mix of skills and diversity that the board currently

☒ in our Corporate Governance Statement OR

Governance Statement OR

has or is looking to achieve in its membership.

☐ we are an externally managed entity and this

☐ at [insert location]

recommendation is therefore not applicable

Page 4

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the

period above. We have disclosed …

whole of the period above. We have disclosed …4

2.3

A listed entity should disclose:

… the names of the directors considered by the board to be independent

☐ an explanation why that is so in our Corporate

(a) the names of the directors considered by the board to be

directors:

Governance Statement

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 (b):

independence of the director, the nature of the interest,

☐ in our Corporate Governance Statement OR

position, association or relationship in question and an

explanation of why the board is of that opinion; and

☐ at [insert location]

(c) the length of service of each director.

… 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 independent

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate

directors.

☒ in our Corporate Governance Statement OR

Governance Statement OR

☐ at [insert location]

☐ we are an externally managed entity and this

recommendation is therefore not applicable

2.5

The chair of the board of a listed entity should be an independent

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate

director and, in particular, should not be the same person as the

☒ in our Corporate Governance Statement OR

Governance Statement OR

CEO of the entity.

☐ we are an externally managed entity and this

☐ at [insert location]

recommendation is therefore not applicable

2.6

A listed entity should have a program for inducting new directors

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate

and provide appropriate professional development opportunities

☒ in our Corporate Governance Statement OR

Governance Statement OR

for directors to develop and maintain the skills and knowledge

☐ we are an externally managed entity and this

needed to perform their role as directors effectively.

☐ at [insert location]

recommendation is therefore not applicable

Page 5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Goodman Group published this content on 25 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 September 2019 02:57:01 UTC