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New Board members are provided with the opportunity to experience

first–hand the business and operations of the Group, and to meet and

discuss all aspects of the Group’s operations with key members of the

senior executive team. As part of the induction program, Directors

are provided with access to information in areas such as operations,

finance, treasury and risk management to assist the new Board

member as required. This typically includes briefings with every

member of the senior executive team to provide the new Director with a

deeper understanding of the main issues and strategic direction of each

key business unit within the Group.

New Directors receive a letter of appointment which sets out the

main terms and conditions on which each Director is appointed. This

letter provides that if a Director ceases to be a Director of Scentre

Group Limited for any reason, they must also resign as a Director of

the Responsible Entity, RE1 Limited and RE2 Limited. The letter of

appointment conforms to the recommendations of the ASX Corporate

Governance Council.

The letter clearly defines the role of Directors, including setting out

the Group’s expectations in terms of independence, participation, time

commitment and ongoing development. The letter of appointment also

sets out a procedure by which Directors are able to take independent

professional advice at the Group’s expense. Directors are encouraged

to direct any enquiries or requests for additional information to the

Company Secretary, who will facilitate a response to the query and/or

provide the Director with the requested information. Further, Directors

have extensive access to key members of the senior management

team, who regularly attend Board meetings to make presentations and

respond to questions and comments from the Board.

On an ongoing basis, Directors are provided with regular updates

on legal and corporate developments, including updates on the

responsibilities of boards and directors generally, changes to the

Corporations Act, corporate governance principles, tax and accounting

developments and other matters of interest. In addition, structured

opportunities are provided to Directors to build knowledge through

regular briefing sessions conducted by members of senior management

to the Board and Board Committees on operational, financial, treasury,

legal and tax issues facing the Group and the Trust. The Board

also undertakes site visits of major developments. Scentre Group

recognises that developing industry and corporate knowledge is a

continuous process.

The Charter of the Nomination Committee appears on the corporate

governance section of the Trust’s corporate website.

3. Corporate responsibility

3.1 Scentre Group Values

Scentre Group’s values expressed as the Group’s DNA require staff, at

all times, to:

– act with integrity;

– act as an owner;

– work together;

– push the limits;

– never give up; and

– create a positive legacy.

The Group’s DNA is the cultural blueprint for the Group’s organisational

behaviour. These are the fundamental principles that should guide staff

the conduct of staff in all dealings with the stakeholders in Scentre

Group.

The Group is committed to high standards of ethical conduct and

promotes a diverse and inclusive culture where staff members are

encouraged to succeed to the best of their ability. These standards

are set out in the Employee Code of Conduct which forms part of the

Employee Handbook.

In practical terms, this means that staff must:

– treat everyone with whom they deal with fairly, courteously and with

respect;

– perform their duties to the best of their ability;

– ensure their personal interests do not conflict with their duty to

Scentre Group;

– always work within Scentre Group’s policies and rules;

– never unfairly discriminate against, or harass or bully a person;

– never engage in improper and offensive behaviour;

– comply with all laws and regulations applicable to any activity

undertaken by members of Scentre Group;

– never act in a manner that will harm the Group’s reputation; and

– perform their work in a safe manner.

3.2 Employee Handbook

Scentre Group’s core principles are supplemented by the Employee

Handbook which is provided to all employees at the time of joining

the Group. This Employee Handbook deals, in broad terms, with the

following matters:

– the high standards of personal conduct and ethical behaviour

expected of all employees;

– the duty of employees to avoid conflicts of interest which may

arise if the employee or any person or entity associated with that

employee has a business arrangement or relationship with the

Group outside their normal employment relationship;

– the duty of employees to maintain confidentiality with respect to the

Group’s information and information provided by our retailers and

customers;

– the duty of employees to avoid discrimination against any person;

and

– Scentre Group’s prohibition on harassment in any form.

Each employee acknowledges that he or she has read, understood and

agrees to abide by the standards and duties set out in the Employee

Handbook.

3.3 Compliance Manuals

Scentre Group has developed compliance manuals to provide guidance

to employees of the Group on the laws applicable in the jurisdiction in

which they work and the standards of conduct and the procedures to

be adopted to comply with those laws. Management seminars are also

conducted on an ongoing basis to help employees understand the legal

requirements with which the Group must comply.

Corporate Governance Statement (continued)

36 / Carindale Property Trust

Annual Report 2015