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1.8 Board Self–Assessment and Performance

The Scentre Group Board considers ongoing self–assessment on

various aspects of the Board’s performance including skill sets as

an important tool in reviewing the performance of the Board and the


Board surveys will be conducted, at least annually, to establish the

views of all Directors on issues including Board performance and

composition. Given that Scentre Group was established on 30 June

2014, the Board considered that the first review should be in the second

half of calendar year 2015.

1.9 Process for Evaluating the Performance of Senior

Executives, including Executive Directors

Scentre Group has an established process of objective setting and

performance review of all staff, which is conducted annually. Senior

executives with a discretionary element to their total remuneration

packages have clearly defined objectives which are agreed at the

commencement of each financial year. Performance against these

objectives is assessed annually in a meeting with the manager to whom

they report, in addition to regular feedback during the performance

period. In that meeting, the potential future development of that

executive is discussed along with any training or development required

to enhance the prospects of the development objectives being achieved

and career progression within the Group.

In the case of the senior executive team (including the CEO) an

assessment of their performance is undertaken by Scentre Group’s

Human Resources Committee and the Board. Details of Scentre

Group’s remuneration policies and practices are set out in the

Remuneration Report which forms part of the Directors’ Report in the

2014 Scentre Group Annual Report.

2. Board committees

The Board delegates certain responsibilities to standing Committees

which operate in accordance with charters approved by the Board.

During the financial year, there were 3 standing Board Committees

for Scentre Group, namely the Audit and Risk Committee, the Human

Resources Committee and the Nomination Committee.

As the composition of the Board of each of Scentre Group Limited,

Scentre Management Limited, RE1 Limited and RE2 Limited are

identical each Committee also has the same membership and, for all

purposes, operates as one “Scentre Group” Committee.

Each Committee is authorised to investigate any activity or function

of the Group in accordance with its charter, which is reviewed at least

annually. The Committees are authorised to make recommendations

to the Board regarding appropriate action resulting from such

investigations. Each Board Committee has unrestricted access to

executive management, all employees and all records, tax and other

financial advisers, legal advisers, and internal and external auditors, as


Each Board Committee or any member of the Committee is authorised

(at the cost of the Group) to obtain outside legal or other independent

professional advice, and to secure the attendance of such advisers

if it was considered necessary for the proper performance of the

Committee’s functions under its charter.

The Chair of each Board Committee (or a person nominated by the

Chair of the Committee for that purpose) must report to the Board at

the Board’s next meeting on any matters relevant to the Committee’s

duties and responsibilities. As noted earlier, the Board receives copies

of the minutes of all Committee meetings.

The office of the Company Secretary provides secretariat services for

each of the Board Committees.

The Board receives copies of the minutes of all Committee meetings

and have full access to Committee papers. This provides all Directors

with oversight and the opportunity to discuss the issues being

considered by the Committees.

2.1 Audit and Risk Committee


The Charter of the Audit and Risk Committee is available in the

corporate governance section of the Trust's website.

The primary function of the Audit and Risk Committee is to oversee and

monitor the integrity of consolidated financial reports and statements

of the listed entities within the Group, and the Group’s systems of risk

management, internal controls and legal compliance. The Committee

also oversees the appointment, remuneration, qualifications,

independence and performance of the external auditor, and the integrity

of the annual audit plan and process, as a whole.

The Committee is aided in its role and responsibilities by the Executive

Committee, details of which are outlined below. The Committee is also

assisted by the independent assurance function provided by the Group’s

Business Review and Audit department (internal auditors) and the

external auditors. The internal audit function is overseen by the Audit

and Risk Committee. The head of internal audit attends all meetings of

the Audit and Risk Committee and reports on a regular basis as to the

adequacy and effectiveness of the internal audit function.

During the financial year, the Audit and Risk Committee comprised the

following members:


Position Held Status

Michael Ihlein


Independent Director


Egerton–Warburton Member

Independent Director

Laurence Brindle* Member

Independent Director

Brian Schwartz** Member

Independent Director

* Mr Laurence Brindle retired from the Board of the Responsible Entity, effective

7 May 2015.

** Mr Brian Schwartz was appointed to the Committee, effective 7 May 2015.

The Audit and Risk Committee met 5 times during the financial year.

The full Committee was in attendance at all meetings.

All members of the Committee are independent non–executive

Directors, financially literate with significant relevant financial and/

or accounting experience. Members of the Committee have a sound

understanding of the Group’s business, structure, internal controls and

typical transactions which enabled them to assess the risks faced by

the Group. The biographies of the Committee members are set out in

the Directors' Report.

Corporate Governance Statement (continued)