Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

Stockland Corporation Limited and Stockland Trust Management Limited as responsible entity for Stockland Trust

ABN / ARBN:

Financial year ended:

ABN 43 000 181 733 / ARSN 092 897 348

30 June 2019

Our corporate governance statement2 for the above period can be found at:3

☒

These pages of our annual report:

68 to 85

☒

This URL on our website:

https://www.stockland.com.au/about-stockland/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 21 August 2019 and has been approved by the board.

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

Date:

21 August 2019

Name of Director or Secretary authorising

Katherine Grace

lodgement:

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 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 pages 77 to 78 in the Governance and Remuneration section of our 2019 Annual Report and in our Board Charter at

(b)

those matters expressly reserved to the board and those

https://www.stockland.com.au/about-stockland/corporate-governance

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):

☒ at our Corporate Governance Statement

1.2

A listed entity should:

… the fact that we follow this recommendation:

(a)

undertake appropriate checks before appointing a person, or

☒ in our Corporate Governance Statement OR

putting forward to security holders a candidate for election,

☒ at pages 80 to 82 in the Governance and Remuneration section of our 2019 Annual Report and at https://www.stockland.com.au/about-

as a director; and

(b)

provide security holders with all material information in its

stockland/corporate-governance. See also our Notice of Annual General Meeting and Notice of Meeting of Unit Holders and

possession relevant to a decision on whether or not to elect

announcements to securityholders as required from time to time

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:

and senior executive setting out the terms of their appointment.

☒ in our Corporate Governance Statement OR

☒ at page 82 in the Governance and Remuneration section of our 2019 Annual Report and at https://www.stockland.com.au/about-

stockland/corporate-governance

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 the

☒ in our Corporate Governance Statement OR

proper functioning of the board.

☒ at page 72 in the Governance and Remuneration section of our 2019 Annual Report and at https://www.stockland.com.au/about-

stockland/corporate-governance

Page 2

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

1.5

A listed entity should:

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

(a)

have a diversity policy which includes requirements for the

☒ in our Corporate Governance Statement OR

board or a relevant committee of the board to set

☐ at

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:

in achieving them;

☒ at pages 80 to 81 in the Governance and Remuneration section of our 2019 Annual Report and at https://www.stockland.com.au/about-

(b)

disclose that policy or a summary of it; and

stockland/corporate-governance and https://www.stockland.com.au/sustainability

(c)

disclose as at the end of each reporting period the

… and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our

measurable objectives for achieving gender diversity set by

the board or a relevant committee of the board in accordance

diversity 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 https://www.stockland.com.au/about-stockland/corporate-governance

(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 pages 29 and 92 in the Governance and Remuneration section of our 2019 Annual Report and at https://www.stockland.com.au/about-

Gender Equality Act, the entity's most recent "Gender

stockland/sustainability/downloads. See also Media Release at https://www.stockland.com.au/media-centre/media-releases/stockland-

Equality Indicators", as defined in and published under

achieves-gender-balanced-workplace-and-named-employer-of-choice-for-gender-equality

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 the

☒ in our Corporate Governance Statement OR

performance of the board, its committees and individual

☒ at page 81 in the Governance and Remuneration section of our 2019 Annual Report and at https://www.stockland.com.au/about-

directors; and

(b)

disclose, in relation to each reporting period, whether a

stockland/corporate-governance

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 page 81 in the Governance and Remuneration section of our 2019 Annual Report

1.7

A listed entity should:

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

(a)

have and disclose a process for periodically evaluating the

☒ in our Corporate Governance Statement OR

performance of its senior executives; and

☒ at pages 75 and 87 to 92 in the Governance and Remuneration section of our 2019 Annual Report

(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 page 75 in the Governance and Remuneration section of our 2019 Annual Report

Page 3

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

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 paragraphs (1) and (2):

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

☒ in our Corporate Governance Statement OR

independent directors; and

☒ at pages 78 and 100 in the Governance and Remuneration section of our 2019 Annual Report and at

(2) is chaired by an independent director,

https://www.stockland.com.au/about-stockland/corporate-governance

and disclose:

… and a copy of the charter of the committee:

(3) the charter of the committee;

☒ at https://www.stockland.com.au/about-stockland/corporate-governance

(4) the members of the committee; and

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

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

times the committee met throughout the period and

☒ in our Corporate Governance Statement OR

the individual attendances of the members at those

meetings; or

☒ at page 78 and 79 in the Governance and Remuneration section of our 2019 Annual Report

(b)

if it does not have a nomination committee, disclose that

Stockland's Human Resources Committee carries out the role of the Nomination Committee, see details for this Committee in the Governance

fact and the processes it employs to address board

and Remuneration section contained in our 2019 Annual Report.

succession issues and to ensure that the board has the

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

appropriate balance of skills, knowledge, experience,

… the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that

independence and diversity to enable it to discharge its

duties and responsibilities effectively.

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

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 currently

☒ in our Corporate Governance Statement OR

has or is looking to achieve in its membership.

☒ at page 81 in the Governance and Remuneration section of our 2019 Annual Report

Page 4

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

2.3

A listed entity should disclose:

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

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

☒ in our Corporate Governance Statement OR

independent directors;

☒ at page 80 in the Governance and Remuneration section of our 2019 Annual Report

(b) if a director has an interest, position, association or

relationship of the type described in Box 2.3 but the board

… and, where applicable, the information referred to in paragraph (b):

is of the opinion that it does not compromise the

☐ in our Corporate Governance Statement OR

independence of the director, the nature of the interest,

position, association or relationship in question and an

☐ at

explanation of why the board is of that opinion; and

… and the length of service of each director:

(c)

the length of service of each director.

☒ in our Corporate Governance Statement OR

☒ at pages 68 to 71 and 82 in the Governance and Remuneration section of our 2019 Annual Report

2.4

A majority of the board of a listed entity should be independent

… the fact that we follow this recommendation:

directors.

☒ in our Corporate Governance Statement OR

☒ at page 80 in the Governance and Remuneration section of our 2019 Annual Report and in our Board Charter at

https://www.stockland.com.au/about-stockland/corporate-governance

2.5

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

… the fact that we follow this recommendation:

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

☒ in our Corporate Governance Statement OR

CEO of the entity.

☒ at pages 68 and 78 in the Governance and Remuneration section of our 2019 Annual Report and in our Board Charter at

https://www.stockland.com.au/about-stockland/corporate-governance

2.6

A listed entity should have a program for inducting new directors

… the fact that we follow this recommendation:

and provide appropriate professional development opportunities

☒ in our Corporate Governance Statement OR

for directors to develop and maintain the skills and knowledge

needed to perform their role as directors effectively.

☒ at page 81 in the Governance and Remuneration section of our 2019 Annual Report and at https://www.stockland.com.au/about-

stockland/corporate-governance

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 executives

☒ in our Corporate Governance Statement OR

and employees; and

☒ at page 76 in the Governance and Remuneration section of our 2019 Annual Report and at https://www.stockland.com.au/about-

(b) disclose that code or a summary of it.

stockland/corporate-governance

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Stockland Corporation Limited published this content on 21 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 August 2019 01:02:05 UTC