Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

Carindale Property Trust ARSN 093 261 744

ABN/ARBN

Financial year ended:

29 192 934 520

30 June 2021

Our corporate governance statement1 for the period above can be found at:2

  • These pages of our annual report:
  • This URL on our website:

Pages 38 to 47 of the 2021 Carindale Property Trust Annual Financial Report

www.carindalepropertytrust.com.au

The Corporate Governance Statement is accurate and up to date as at 19 August 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:

19 August 2021

Maureen McGrath

Name of authorised officer

Company Secretary

authorising lodgement:

Scentre Management Limited ABN 41 001 670 579

(as responsible entity of Carindale Property Trust)

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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

  1. Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
  2. 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.

See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should have and disclose a board charter setting

set out in our Corporate Governance Statement OR

out:

and we have disclosed a copy of our board charter at:

we are an externally managed entity and this recommendation

(a) the respective roles and responsibilities of its board and

……………………………………………………………………………..

is therefore not applicable.

management; and

[insert location]

However, the Corporate Governance Statement available at:

(b) those matters expressly reserved to the board and those

www.carindalepropertytrust.com.auin the 2021 Annual

delegated to management.

Financial Report (Corporate Governance Statement) follows

the alternative to recommendation 1.1 for externally managed

listed entities set out in the 4th edition of the ASX Corporate

Governance Council's Corporate Governance Principles and

Recommendations and discloses:

(a) the arrangements between the responsible entity and the

listed entity for managing the affairs of the listed entity;

and

(b) the role and responsibility of the board of the responsible

entity for overseeing those arrangements.

A copy of the Scentre Group Board Charter is available at

www.carindalepropertytrust.com.au

1.2

A listed entity should:

set out in our Corporate Governance Statement OR

(a) undertake appropriate checks before appointing a director or

we are an externally managed entity and this recommendation

senior executive or putting someone forward for election as

is therefore not applicable.

a director; and

However, the Corporate Governance Statement describes

(b) provide security holders with all material information in its

Scentre Group's governance approach to this at Sections 1.2

possession relevant to a decision on whether or not to elect

and 2.2.

or re-elect a director.

  1. Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
  2. If you have followed all of the Council's recommendations in fullfor the wholeof the period above, you can, if you wish, delete this column from the form and re-format it.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 2

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.3

A listed entity should have a written agreement with each director

set out in our Corporate Governance Statement OR

and senior executive setting out the terms of their appointment.

we are an externally managed entity and this recommendation

is therefore not applicable.

However, the Corporate Governance Statement describes

Scentre Group's governance approach to this at Section 1.3.

1.4

The company secretary of a listed entity should be accountable

set out in our Corporate Governance Statement OR

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

we are an externally managed entity and this recommendation

the proper functioning of the board.

is therefore not applicable.

However, the Corporate Governance Statement describes

Scentre Group's governance approach to this at Section 1.4.

1.5

A listed entity should:

set out in our Corporate Governance Statement OR

(a) have and disclose a diversity policy;

and we have disclosed a copy of our diversity policy at:

we are an externally managed entity and this recommendation

(b) through its board or a committee of the board set

……………………………………………………………………………..

is therefore not applicable.

measurable objectives for achieving gender diversity in the

However, the Corporate Governance Statement describes

[insert location]

composition of its board, senior executives and workforce

and we have disclosed the information referred to in paragraph (c)

Scentre Group's governance approach to this at Section 1.5.

generally; and

A copy of Scentre Group's Diversity and Inclusion Policy is

at:

(c) disclose in relation to each reporting period:

available at www.carindalepropertytrust.com.au

……………………………………………………………………………..

(1) the measurable objectives set for that period to

[insert location]

achieve gender diversity;

and if we were included in the S&P / ASX 300 Index at the

(2) the entity's progress towards achieving those

commencement of the reporting period our measurable objective

objectives; and

for achieving gender diversity in the composition of its board of not

(3) either:

less than 30% of its directors of each gender within a specified

(A) the respective proportions of men and women

period.

on the board, in senior executive positions and

across the whole workforce (including how the

entity has defined "senior executive" for these

purposes); or

  1. if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.6

A listed entity should:

set out in our Corporate Governance Statement OR

(a) have and disclose a process for periodically evaluating the

and we have disclosed the evaluation process referred to in

we are an externally managed entity and this recommendation

performance of the board, its committees and individual

paragraph (a) at:

is therefore not applicable.

directors; and

……………………………………………………………………………..

However, the Corporate Governance Statement describes

(b) disclose for each reporting period whether a performance

[insert location]

Scentre Group's governance approach to this at Section 1.6.

evaluation has been undertaken in accordance with that

and whether a performance evaluation was undertaken for the

process during or in respect of that period.

reporting period in accordance with that process at:

……………………………………………………………………………..

[insert location]

1.7

A listed entity should:

set out in our Corporate Governance Statement OR

(a) have and disclose a process for evaluating the performance

and we have disclosed the evaluation process referred to in

we are an externally managed entity and this recommendation

of its senior executives at least once every reporting period;

paragraph (a) at:

is therefore not applicable.

and

……………………………………………………………………………..

However, the Corporate Governance Statement describes

(b) disclose for each reporting period whether a performance

[insert location]

Scentre Group's governance approach to this at Section 1.7.

evaluation has been undertaken in accordance with that

and whether a performance evaluation was undertaken for the

process during or in respect of that period.

reporting period in accordance with that process at:

……………………………………………………………………………..

[insert location]

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 4

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

2.1

The board of a listed entity should:

set out in our Corporate Governance Statement OR

(a) have a nomination committee which:

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

we are an externally managed entity and this recommendation

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

and we have disclosed a copy of the charter of the committee at:

is therefore not applicable.

independent directors; and

However, the Corporate Governance Statement describes

……………………………………………………………………………..

(2) is chaired by an independent director,

Scentre Group's governance approach to this at Section 2.1.

[insert location]

and disclose:

A copy of Scentre Group's Nomination Committee Charter is

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

available at www.carindalepropertytrust.com.au

(3) the charter of the committee;

……………………………………………………………………………..

(4) the members of the committee; and

[insert location]

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

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

of times the committee met throughout the period

and we have disclosed the fact that we do not have a nomination

and the individual attendances of the members at

committee and the processes we employ to address board

those meetings; or

succession issues and to ensure that the board has the appropriate

(b) if it does not have a nomination committee, disclose that

balance of skills, knowledge, experience, independence and

fact and the processes it employs to address board

diversity to enable it to discharge its duties and responsibilities

succession issues and to ensure that the board has the

effectively at:

appropriate balance of skills, knowledge, experience,

……………………………………………………………………………..

independence and diversity to enable it to discharge its

[insert location]

duties and responsibilities effectively.

2.2

A listed entity should have and disclose a board skills matrix

set out in our Corporate Governance Statement OR

setting out the mix of skills that the board currently has or is

and we have disclosed our board skills matrix at:

we are an externally managed entity and this recommendation

looking to achieve in its membership.

……………………………………………………………………………..

is therefore not applicable.

The Board skills matrix for the Scentre Group Board (as at 24

[insert location]

February 2021) is published in Scentre Group's corporate

governance statement available at

www.scentregroup.com/about-us/corporate-governance.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 5

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Carindale Property Trust published this content on 19 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2021 23:53:02 UTC.