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The CEO and the CFO are required to confirm in writing to the Board, at

the time the financial statements of the Group are being considered for

approval by the Board, that in all material respects:

(a) the financial statements present a true and fair view;

(b) that this assertion is founded on a sound system of financial

risk management and internal compliance and control which

implements the policies adopted by the Board; and

(c) that the Group’s financial risk management and internal compliance

and control systems are operating efficiently and effectively in all

material respects in relation to financial reporting risks.

The Board receives regular reports from management and the Audit

and Risk Committee on areas where there are considered to be

significant business risks and on the management of those risks. The

internal audit function also monitors these risks and reports to the

Audit and Risk Committee.

2.3 Human Resources Committee/Remuneration arrangements

Neither the Trust nor the Responsible Entity has any employees. During

the financial year, the operations of the Trust were performed by

Scentre Group executives and staff. Reference should also be made

to the Scentre Group Remuneration Report in the 2014 Annual Report

for details of the remuneration policies of the Group. This report is

available at

www.scentregroup.com.

As the Board of the Responsible Entity and Scentre Group Limited are

identical, no additional fees were paid to the non–executive Directors of

the Responsible Entity by the Responsible Entity or the Trust in respect

of their work in relation to the Trust. Rather, the Director’s fees were

paid by Scentre Group Limited and the Human Resources Committee

took into account the levels of effort required by the Directors in

fulfilling their duties on the Board of the Responsible Entity when the

level of those fees are being reviewed and set.

Non–executive Directors receive their fees in cash. They do not

participate in equity–based incentive schemes designed for the

remuneration of executives, nor did they receive any options or other

equity based entitlements or bonus payments. Non–executive

Directors are not entitled to any payment upon retirement or

resignation from the Board.

Reference should be made to the Scentre Group 2014 Annual Report for

full disclosure of the fees paid to the Directors of Scentre Group. This

report is available on

www.scentregroup.com.

Details of the fees payable by the Trust to the Responsible Entity are

contained in Note 25 of the financial statements and section 7 of the

Directors' Report.

2.4 Nomination Committee

As the Responsible Entity is a wholly owned subsidiary of Scentre

Group Limited, recommendations relating to the composition of the

Board of the Responsible Entity are made by the Nomination Committee

of Scentre Group Limited. The Responsible Entity does not have its own

Nomination Committee.

The objective of the Nomination Committee is to support and advise

the Board on the selection and appointment of high quality individuals

who are best able to discharge responsibilities as a Director of Scentre

Group, presently and in the future, and facilitate the ongoing evaluation

and review of the performance and effectiveness of the Board and the

Directors.

During the financial year, the Nomination Committee comprised the

following members:

Name

Position Held Status

Richard

Egerton–Warburton Chairman

Independent Director

Andrew Harmos Member

Independent Director

Brian Schwartz

Member

Independent Director

The Nomination Committee met 3 times during the financial year, with

the full Committee in attendance at all meetings.

Broadly, the responsibilities of the Nomination Committee include:

– having regard to the strategic direction of the Group, assessing

periodically the skills of current Board members against the

collective skill set required by the Board to competently discharge

the Board’s duties;

– regularly reviewing and making recommendations to the Board

regarding the structure, size, diversity and composition (including

the balance of skills, knowledge and experience) of the Board and

reviewing the effectiveness of the Board;

– identifying suitable candidates (executive and non–executive) to fill

Board vacancies as and when they arise and nominating candidates

for approval of the Board;

– annually reviewing the performance of the Board; and

– ensuring the existence of proper succession planning processes and

plans for the Board.

Recommendations regarding future appointment of additional Directors

are made by the Nomination Committee and considered by the Board

having regard to:

– the assessment made on the skill set required to discharge the

responsibilities of the Board compared with the skills currently

represented on the Board;

– the current strategic direction of Scentre Group and the consequent

need to consider skills which may be required in the future; and

– the suitability of available candidates identified in the context of

a detailed description of the role and capabilities required for a

particular appointment.

Recommendations made by the Nomination Committee are considered

by the Board, which retains an unfettered discretion on the appointment

of a Director to fill a casual vacancy or act as an additional Director,

prior to the formal election of that Director by the securityholders of

Scentre Group Limited at a general meeting.

In relation to non–executive Directors, the Nomination Committee

retains the services of external recruitment specialists to help identify

potential candidates for appointment to the Board. The external firm

operates independently of the Group and does not have any other

connection with the Group.

Upon appointment, a new Director undertakes an induction program

specifically designed to their needs to help familiarise them with issues

relating to the current business before the Board.

Corporate Governance Statement (continued)

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