CHARTER HALL GROUP — Governance Information 2024

Aug 20, 2024

Charter Hall Group Corporate Governance Statement 2024 ASX:CHC

Charter Hall Group Corporate Governance Statement 2024

Our commitment to corporate governance

The Charter Hall Group is made up of Charter Hall Limited and the Charter Hall Property Trust and is listed jointly on the ASX as a stapled security under the ASX ticker code CHC (Charter Hall or the Group). We focus on delivering strong and sustainable returns to our Securityholders.

The Board of Directors provides the leadership and direction for the Group, including setting the tone in relation to good governance, which is critical to achieving our corporate objectives.

Contents

Principle 1 .................................................................................4 Principle 2 ............................................................................... 11 Principle 3 ..............................................................................14 Principle 4..............................................................................16 Principle 5 ..............................................................................18 Principle 6 ..............................................................................19 Principle 7 ..............................................................................21 Principle 8 .............................................................................24

Charter Hall’s governance framework, summarised in this Corporate Governance Statement (Statement), is designed to ensure that the Group itself is effectively managed, that we continue to meet our statutory obligations, that we reinforce our culture and integrity, and that we always act in the best interests of our Securityholders.

The governance framework in turn takes its lead from the Corporate Governance Principles and Recommendations (4th Edition) published in February 2019 by the ASX Corporate Governance Council, (ASX Corporate Governance Principles), and any departure from these Principles is noted below.

This Statement provides a summary of the key governance practices in place (unless stated otherwise) which were followed throughout the financial year ended 30 June 2024.

Copies of our key corporate policies can be found on our website at www.charterhall.com.au.

Cover: Motorway Industrial Park, Berrinba Qld Yuggera land Left: 60 King William Street, Adelaide SA Kaurna land

Comprising the stapling of ordinary shares in Charter Hall Limited (ACN 113 531 150) and units in the Charter Hall Property Trust (ARSN 113 339 147).

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Charter Hall Group Corporate Governance Statement 2024

Principle 1 Lay solid foundations for management and oversight

This is done within the overarching framework of the organisation’s values, code of conduct, budget and risk appetite which is approved by the Board. Senior Executives are also responsible for providing the Board with accurate, timely and clear information about the business, including financial performance, compliance with material legal and regulatory requirements, as well as any conduct that is materially inconsistent with Charter Hall's values and codes of conduct.

Roles of the Board and Management

ASX Recommendation 1.1

A listed entity should disclose a board charter setting out:

• a. the respective roles and responsibilities of its board and management; and

Information regarding Directors

• b. those matters expressly reserved to the board and those delegated to management.

The Board is responsible for adding long-term value for all Securityholders. As such, the Board is accountable to Securityholders for how our business is managed and for our overall purpose, strategic objectives, governance and performance. This includes creating a culture of challenge and accountability to ensure the organisation is operating effectively.

ASX Recommendation 1.2

A listed entity should:

• a. undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and

• b. provide securityholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

Certain matters are reserved for the Board, however there are some matters that the Board can delegate to Board Committees or Management. The Board’s functions and responsibilities are set out in the Board Charter, which is available on our website in the ‘Corporate Governance’ section. The day to day management functions delegated to the Managing Director and Group CEO and Senior Executives are set out in the ‘Delegations of Authority’. This is an internal working document approved by the Board. The Managing Director and Group CEO together with the Senior Executives are responsible for implementing the strategic business objectives and instilling and reinforcing Charter Hall’s values.

Before anyone can be nominated to the Board as a Non-Executive Director (NED”), their experience and background is reviewed by the Nomination Committee. A background check is conducted on all prospective Directors and Senior Executives prior to their appointment in their role, typically including reference checks, assessment of experience, employment history, directorships and shareholdings, education, criminal record and bankruptcy history.

Securityholders receive a summary biography of each Non-Executive Director who is put forward for election or re-election in the Notice of Meeting for each Annual General Meeting. This summary details that person’s experience and skills, details of any other directorships or interests they have that could hamper their ability to make objective judgments, how long they have been on the Board (if they are up for reelection) and whether or not the Board considers them independent. The Notice of Meeting also contains a statement by the Board as to whether it supports the election or re-election of the candidate. Details of Non-Executive Directors are available on our website.

Non-Executive Directors and Senior Executives to have written agreements setting out terms of appointment

ASX Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Non-Executive Directors are appointed under a formal letter which sets out the key terms and conditions of their appointment, including the term, time commitment and details of their remuneration along with information on their requirement to disclose Director interests and comply with key corporate policies, when they can seek independent professional advice, indemnity and insurance arrangements and their rights of access to corporate information, as well as ongoing confidentiality obligations.

The Managing Director and Group CEO and each Senior Executive also has a formal job description and letter of appointment which sets out their duties and obligations, rights and responsibilities as well as entitlements.

Company Secretary

ASX Recommendation 1.4

The Company Secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

The Company Secretary plays an important role in supporting the effectiveness of the Board. The Company Secretary is responsible for ensuring that Board policy and procedures are followed, that the Board agenda and briefing materials are despatched in a timely manner and that Board and Committee meetings are captured accurately in the minutes. They are also responsible for advising the Board and Committees on all governance matters.

The Company Secretary also engages any independent professional advisors that the Board or Board Committee have asked for and helps to organise and facilitate the induction and professional development of Directors.

All Directors have direct access to the Company Secretary.

The appointment and removal of the Company Secretary is a matter for decision by the Board as a whole.

Principle 1 | 5

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Charter Hall Group Corporate Governance Statement 2024

Board key functions

Access to information

The Board directly retains responsibility for a range of matters including:

Each Director receives Board reports in advance of Board meetings containing sufficient information for them to participate in meaningful discussions on all agenda items.

• Overseeing the Group’s purpose and strategic direction;

– Monitoring the operational and financial position and performance of the Group;

This information is mainly supplied by the Managing Director and Group CEO, Senior Executives and the Company Secretary. Directors can request additional information if they feel they need it to make informed decisions.

• Overseeing the Group’s risk management framework;

– Setting the financial and informational reporting requirements from management to the Board;

Independent professional advice

• Reporting to Securityholders and the ASX;

Directors are entitled to seek independent professional advice at the cost of Charter Hall, in order for them to carry out their duties and functions (including their Board Committee functions) properly. An estimate of costs must first be approved by the Chair prior to the engagement of any external consultants or professional advisors.

• Monitoring the effectiveness of and compliance with policies governing the operation of the Group;

• Reviewing and approving the annual operating budgets;

• Determining the distribution and dividend policy and approving distributions/dividends; approving decisions concerning the capital of the Group;

Governance framework

• Encouraging and sustaining a culture (including a risk culture) aligned with the Group’s values;

The diagram below summarises Charter Hall’s governance framework, followed by the key functions reserved for the Board and those carried out by the standing Board Committees.

Appointing the Managing Director and Group CEO;

• Overseeing and evaluating the performance of the Managing Director and Group CEO and other Senior Executives in the context of the Group’s strategic objectives.

Charter Hall Board

The Board formally delegates certain functions to Board Committees and to management via its Board and Committee Charters.

Governance framework

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----- Start of picture text -----

Charter Hall Board
Audit, Risk and Remuneration and
Investment Nomination
Compliance Committee Human Resources
Committee (IC) Committee (NC)
(ARCC) Committee (RHRC)
Managing Director and Group CEO
Chief Financial Officer Other Senior Executives Company Secretary
----- End of picture text -----

Audit, Risk and Compliance Committee (ARCC) key functions

Board Committees

There are four standing Board Committees that assist the Board to fulfil its responsibilities. Each Committee operates under a specific charter, which can be found in the ‘Corporate Governance’ section on our website.

To oversee and review:

• The internal control and accountability systems; The financial reporting process, including significant accounting issues and judgements;

Each Charter states that the Committee must have at least three non-executive members (a majority of Independent Directors) and be chaired by an Independent Non-Executive Director.

• The appointment and performance of the Auditor, including the scope and effectiveness of audits;

• The internal systems of risk management and control (ensuring that material business risks are identified);

The membership of each Board Committee this year was as follows:

• Compliance processes to meet legislative and regulatory requirements;

Board Committee Membership

Audit, Risk and Compliance Karen Moses (Chair), David Ross, David Clarke, – Committee (ARCC) Jacqueline Chow FAICD – Remuneration and Stephen Conry AM (Chair)[1] , Human Resources David Ross, Greg Paramor AO, Committee (RHRC) Karen Moses Investment Greg Paramor AO (Chair), Committee (IC) David Clarke, David Harrison, David Ross, Stephen Conry – Nominations David Clarke (Chair), – Committee (NC) Karen Moses, Greg Paramor AO, Jacqueline Chow FAICD

• Group sustainability strategy and policies;

• Actions taken by management to address key risks delegated to this Committee.

Remuneration and Human Resources Committee (RHRC) key functions

To review and make recommendations on:

The Group’s Human Resources strategy;

• Criteria for reviewing the performance of the Managing Director and Group CEO;

The remuneration framework and policy for Senior Executives;

1 Stephen Conry AM was appointed Chair of RHRC from 1 July 2024.

Committee memberships change from time to time, depending on what the Board requires and the – Directors’ rotation policy.

Fixed annual remuneration and incentive outcomes for Senior Executives;

Incentive plans for all employees;

Details of the number of Board and Committee meetings held during the year and the number of meetings attended by each Director are made available in the Directors’ Report.

• Any other remuneration matters that relate to Executives;

• Remuneration policies and fees for NEDs and Committee members;

Investment Committee (IC) key functions

• Actions taken by management to address key risks delegated to this Committee.

The IC considers matters as referred/delegated to it by the Board which may include from time to time the approval of the following:

Nomination Committee (NC) key functions

To review and make recommendations on:

• Acquisitions and disposals of entities or assets on behalf of the Group in accordance with the relevant delegated authority;

• Board size and composition;

• • Criteria for Board membership;

• Investments in funds managed by the Group in accordance with the relevant delegated authority;

  • Appointment, induction and re-election of Directors;

• Disclosure documents for capital raisings by the Group; –

Performance and enhancement of skills of Directors through professional development programs for Directors;

• Actions taken by management to address key risks delegated to this Committee.

• Board succession.

Principle 1 | 7

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Charter Hall Group Corporate Governance Statement 2024

The Managing Director and Group CEO must consult with the Chair about anything they consider to be sensitive or strategic enough to warrant the attention of the Board, regardless of actual value. The authorisation thresholds that control the expenditure and capital commitments that the Managing Director and CEO and Senior Executives can make are set out in the ‘Delegations of Authority’ document.

Management

The Managing Director and Group CEO is responsible for the day to day management of the Group, assisted by an Executive Committee. See the diagram below for which Senior Executives report to the Managing Director and Group CEO.

Management

Charter Hall Board

Managing Director and Group CEO David Harrison

Chief Office Industrial Retail Chief Direct Chief Diversified Investment CEO & Logistics CEO Financial CEO Experience CEO Officer CEO Officer Officer Sean Carmel Richard Ben Ellis Anastasia Steven Natalie Avi McMahon Hourigan Stacker Clarke Bennett Devlin Anger

Diversity

ASX Recommendation 1.5

A listed entity should:

• a. have and disclose a diversity policy;

• b. through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

• c. disclose in relation to each reporting period,:

• the measurable objectives set for that period to achieve gender diversity;

• the entity’s progress towards achieving those objectives; and

• either:

  • i. the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes) or

  • ii. 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.

Our business is complex, multi-faceted and often requires us to balance different priorities and viewpoints. To ensure we work to our potential, we welcome talented people from many backgrounds into our teams and ask them to contribute to the best of their abilities to what we do.

Gender diversity targets

One of the ways we demonstrate our commitment to inclusion is a focus on gender diversity.[1] The targets we have set for gender representation are below:

	Actual	Target	Target
Board Commitee	2024	2025	2030
Gender diversity	29%	40/40/20	40/40/20
on Group Board
Gender diversity in	37%	40/40/20	40/40/20
Senior Executive
positions2
Female participation	55%	50%	50%
in the workplace

1. Female participation targets were used in years prior to 2024. Gender diversity is a target of 40% for males and females, and 20% flexible for either gender or those who do not identify as either male or female.

2. The Managing Director and Group CEO is included in the Group Board, as such he is not included when calculating Senior Management for this purpose.

Key highlights for FY24 include:

• Continued to contribute to the Property Champions of Change as a founding member, bringing together the leading organisations across the property industry to ideate and deliver gender equity initiatives.

• Named the 2023 AFR BOSS Most Innovative Property, Construction and Transport Company, for the second consecutive year.

• Awarded Silver status in the annual Pride in Diversity Australian Workplace Equality Index.

• Advanced our existing Reconciliation Action Plan (RAP) commitments and achieved Innovate RAP status by Reconciliation Australia.

• Maintained high employee engagement at 89% with a 95% participation rate, 97% of our people saying their manager supports equality between genders and 95% saying they ‘feel they can be themselves at work’.

Further detail can be found in our annual Sustainability Report at www.charterhall.com.au/sustainability.

To bring out the best in this talent, we also create the right environment – one where people genuinely celebrate and encourage difference and leverage it as a performance differentiator.

A copy of our Diversity, Equity and Inclusion Policy can be found on our website. This Policy outlines key focus areas to help everyone we engage with realise their aspirations and get the most out of their relationship with us.

Principle 1 | 9

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Charter Hall Group Corporate Governance Statement 2024

Board performance

ASX Recommendation 1.6

A listed entity should:

• a. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

• b. disclose, for each reporting period, whether a performance evaluation was undertaken in accordance with that process, during or in respect of that reporting period.

Each Independent Director must complete an annual performance evaluation. This evaluation either forms part of a formal external Board review conducted by a third party or is otherwise collated and summarised by the company secretary, with the results distributed to all Directors for discussion. A formal performance evaluation process was completed in the second quarter of 2024 and regular evaluation was ongoing during the period.

Performance of Senior Executives

ASX Recommendation 1.7

A listed entity should:

• a. have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and

• b. disclose, for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that reporting period.

The Managing Director and Group CEO and the members of the Executive Committee are considered the Group’s Senior Executives. This Group includes the Chief Financial Officer and Chief Investment Officer, who, together with the Managing Director and Group CEO, are also Key Management Personnel (KMP).

The performance of this group is monitored using a combination of financial and non-financial key performance indicators (KPIs) aligned with our purpose, culture and values, business strategy, sustainability, risk appetite and the long-term interests of our investors, customers and securityholders.

The individual performance of the Managing Director and Group CEO is formally assessed by the Board on an annual basis. See the Remuneration Report for details of the KPIs for the Managing Director and Group CEO this year.

Executives reporting to the Managing Director and Group CEO are also assessed annually, by the Managing Director and Group CEO, results of which are then reported to the Board.

Senior Executives can participate in continuing education to update and enhance their skills and knowledge.

An induction program for new Senior Executives is in place and designed to assist each person to understand the Group’s financial position, strategies, operations and risk management policies as well as the responsibilities and roles of the Board and Management.

Principle 2 Structure the Board to be effective and add value

See ‘Board Committees’ earlier in this Statement for details of the Nomination Committee members. The Directors’ Report contain details of the Committee’s meetings for the year, and who attended each meeting. From time to time, members of the Nominations Committee meet to discuss relevant matters outside of formal meetings. The Committee’s Charter can be found in the ‘Corporate Governance’ section on our website.

Nomination Committee

ASX Recommendation 2.1

The Board of a listed entity should:

• a. Have a nomination committee which:

• has at least three members, a majority of which are independent directors; and

Board skills matrix

1. is chaired by an independent director;

2. and disclose:

3. the charter of the committee;

ASX Recommendation 2.2

1. the members of the committee; and

A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.

1. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

2. b. if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

The Board is made up of Directors with a broad range of skills, expertise and experience who are able to effectively understand and manage our business issues, review and challenge the performance of management and optimise overall performance. Directors must meet specific guidelines in order to be selected and nominated. The most important of these are:

• Integrity;

The Nomination Committee reviews and makes recommendations to the Board on the size and composition of the Board. It also assesses whether the Board has the right mix of skills, knowledge and experience. To become a Director, a person who has been nominated for election must first be approved by the Board.

• Particular expertise (sector and functional);

• How their skills complement those of the existing Board members;

• Reputation and standing in the market;

• In the case of prospective Independent Directors, actual and perceived independence from Charter Hall.

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Charter Hall Group Corporate Governance Statement 2024

The Board and the Nomination Committee use a Board skills matrix to identify any gaps in the skills and experience of the current Directors in order to establish the search and assessment criteria for new Directors. This matrix can be found in the ‘Corporate Governance’ section on our website.

Director independence

ASX Recommendation 2.3

A listed entity should disclose:

• a. the names of the directors considered by the board to be independent directors;

• b. if a director has an interest, position, association or relationship of the type described below, but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and

• c. the length of service of each director.

ASX Recommendation 2.4

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

Factors relevant for assessing the independence of a Director:

Examples of interests, positions and relationships that might raise issues about the independence of a Director or an entity include if the Director:

• Is, or has been, employed in an executive capacity by the entity or any of its child entities and there has not been a period of at least three years between ceasing such employment and serving on the board;

• Receives performance-based remuneration (including options or performance rights) from, or participates in an employee incentive scheme of, the entity;

• Is, or has been within the last three years, in a material business relationship (e.g., as a supplier, professional adviser, consultant or customer) with the entity or any of its child entities, or is an officer of, or otherwise associated with, someone with such a relationship;

• Is, represents, or is or has been within the last three years an officer or employee of, or professional adviser to, a substantial holder;

• Has close personal ties with any person who falls within any of the categories described above; or

• Has been a Director of the entity for such a period that their independence from management and substantial holders may have been compromised.

In each case, the materiality of the interest, position or relationship needs to be assessed by the board to determine whether it might interfere, or might reasonably be seen to interfere, with the Director’s capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party.

The Board considers that a Director is independent if they are independent of management and free of any business or other relationship that could prevent them, or could reasonably be perceived to prevent them, making objective and independent judgements. Any interests or relationships that could be perceived to compromise independence are reviewed on a case-by-case basis.

This year, the Board was made up of one Executive Director and six Independent Non-Executive Directors.

All Directors are expected to meticulously disclose any relevant/material personal or family contract or relationship. Directors must also meet the requirements of our own policies and the Corporations Act 2001 (Cth) (Corporations Act) as to when they can and cannot participate and vote around matters in which they may have an interest.

The Board assesses on an annual basis, or more regularly if required, whether Directors are independent, and each Director is required to provide information to the Board in this regard. David Harrison (Executive Director), is the only Board member deemed to not be independent.

	Date of	Independent
Name	appointment	(Yes/No)
David Clarke Non-Executive Director David Harrison Managing Director and Group CEO, Executive Director	10 April 2014 30 August 2006	Yes No
Karen Moses Non-Executive Director	1 September 2016	Yes
David Ross	20 December 2016	Yes
Non-Executive Director Greg Paramor AO Non-Executive Director	15 November 2018	Yes
Jacqueline Chow FAICD Non-Executive Director	17 February 2021	Yes
Stephen Conry AM Non-Executive Director	16 January 2023	Yes

Please refer to the Directors’ Report for further details on the Directors, for example their background, qualifications, expertise and period of service.

The Chair of the Board

ASX Recommendation 2.5

The Chair of the Board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

The Chair is responsible for leadership of the Board and for the efficient organisation and conduct of the Board. Their role is to contribute to a culture of openness and constructive challenge that allows for diversity of views to be considered by the Board, and to ensure all Directors contribute in an effective and respectful manner.

Our current Chair is David Clarke, an Independent Non-Executive Director.

Induction program for Directors

ASX Recommendation 2.6

A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

To support our Directors to perform their duties, we offer:

• An induction program for new Directors;

• Annual performance self-assessment of the Board, Board Committees, and individual Directors;

• Periodic external review of our Board’s performance;

Access for our Directors to continuing education, including Board briefings on material developments in law, regulation, accounting standards etc.

Non-Executive Directors of the Board meet regularly without management present, in order to consider matters independently.

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Charter Hall Group Corporate Governance Statement 2024

Principle 3 Instil a culture of acting lawfully, ethically and responsibly

We apply our purpose and values to interactions with all our customers and stakeholders.

Values and purpose

Investors: We have an unwavering commitment to our fiduciary duties, always thinking deeply about the widest repercussions of our decisions on institutions, individuals and their futures.

ASX Recommendation 3.1

A listed entity should articulate and disclose its values.

Tenants: We take a partnership approach to proactively provide spaces and inventive solutions that anticipate evolving needs and business growth.

Our purpose at Charter Hall is to create better futures by driving value and mutual success. This is underpinned by our values, which guide what we believe in and how we behave. They sit at the heart of our culture and drive our reputation:

Communities: We embody a philosophy of sharing success to contribute to thriving local communities.

Our people: We create an environment where people flourish and grow in line with their aspirations.

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To measure how effectively we engage with our customers, we conduct annual customer surveys and use these insights to develop actionable improvements. More information on how we engage with our stakeholders can be found in our annual Sustainability Report at www.charterhall.com.au/ sustainability.

Active Partnership Inventive Spirit we believe that if we create with purpose everyone benefits, and discipline. we benefit.

We believe that everyone in Charter Hall is responsible for bringing our purpose to life and portraying our values. The Board reviews Charter Hall's purpose and values and considers the performance of the business against it. Senior Executives are expected to lead by example and set the tone from the top, and they are held accountable for embedding our purpose and values through relevant performance measures.

Genuine Insight Powered by Drive we use expertise to we put our passion unlock resilient growth. into action.

Code of Conduct

ASX Recommendation 3.2

A listed entity should:

• a. have and disclose a code of conduct for its directors, senior executives and employees; and

• b. ensure that the board or a committee of the board is informed of any material breaches of that code.

We have Codes of Conduct for employees and Directors that are periodically reviewed and endorsed by the Board. The Codes ensure that we conduct our business honestly and in accordance with ethical values and practices.

The Code for employees sets out how our people are to deal with each other, investors, customers, regulatory bodies and the financial and wider community. In addition to our Codes of Conduct we also have various policies that deal specifically with each person’s responsibilities and accountabilities around reporting and investigating unethical behaviour, for example our Anti-Bribery, Fraud & Corruption, Risk Management Policy and Whistleblower Policy. Copies of these policies and Codes can be found on our website in the ‘Corporate Governance’ section.

Employees regularly receive training on matters pertaining to ethical behaviour in the workplace. Topics covered during the year ending 30 June 2024 included key aspects of the Group’s governance policies, such as the Employee Code of Conduct, Financial Crimes, Whistleblowing and Modern Slavery. Any material breaches of our Codes or our governance policies are reported to the ARCC.

ASX Recommendation 3.3

A listed entity should:

• a. have and disclose a whistle-blower policy; and

• b. ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

ASX Recommendation 3.4

A listed entity should:

• a. have and disclose an anti-bribery and corruption policy; and

• b. ensure that the board or a committee of the board is informed of any material breaches of that policy.

Openness and relationships based on trust are very important to us. We are committed to a culture in which everyone is responsible and accountable for their actions and where anyone can raise matters that concern them. Employees are a valuable source of information about whether we at Charter Hall are living up to our values, and therefore employees are encouraged to speak up about any unlawful, unethical or irresponsible behaviour in Charter Hall.

As noted previously, we have Whistleblower and Anti Bribery, Fraud and Corruption Policies that are periodically reviewed and endorsed by the Board. Copies of these policies can be found on our website in the ‘Corporate Governance’ section.

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Charter Hall Group Corporate Governance Statement 2024

Principle 4 Safeguard integrity of corporate reports

The Audit, Risk and Compliance Committee oversees the quality and integrity of accounting, audit, financial and risk management practices. It is made up of Independent Directors, and is chaired by an Independent Director, who is not the Chair of the Board.

Audit Committee

ASX Recommendation 4.1

The board of a listed entity should:

The ARCC Charter sets out the Committee’s role, responsibilities, composition, structure and membership requirements. Those responsibilities, in summary, are to:

• a. have an audit committee which:

• has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

• Review the internal control and compliance systems of the Group;

• is chaired by an independent director, who is not the chair of the board,

• Monitor the integrity of the financial statements of the Group;

• and disclose:

• Consider significant financial reporting issues and judgements made in connection with the Group’s financial statements;

• the charter of the committee;

• the relevant qualifications and experience of the members of the committee; and

• Review and inform the Board on matters relating to the Auditor;

• in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• Consider sustainability issues and initiatives, including sustainability reporting for recommendation to the Board for approval;

• Monitor compliance by the Group with legal and regulatory requirements;

• b. if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

• Assess at regular intervals whether the Group’s internal financial control systems and risk management framework are adequate.

See ‘Board Committees’ earlier in this Statement for details of ARCC members. For further details on the Committee meetings held this year, and who attended, please refer to the Directors’ Report.

The Board believes that the current members of the ARCC collectively have an appropriate level of financial and property industry expertise to discharge their responsibilities.

CEO and CFO declaration

ASX Recommendation 4.2

The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained, and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

In accordance with section 295A of the Corporations Act, the Managing Director and Group CEO and the Chief Financial Officer have declared that the Group’s consolidated financial statements are based on sound risk management and internal control processes and that everything is operating as it should to govern financial reporting risks. This declaration is supported by a review and sign-off process from Senior Managers on the key items that make up the financial risk management and control systems.

Periodic reporting

ASX Recommendation 4.3

A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Non-audited periodic corporate reports released to the market include the results presentations which accompany half year and full year financial reports, Directors’ Reports and Sustainability Report.

Management adheres to verification protocols with regard to public disclosures for listed entities including (but not limited to):

• Internal annual review conducted of the disclosures contained in the Operating and Financial Review in the Directors’ Report considering any changes to the Corporations Act, ASIC regulatory guides, and peer disclosures, including consultation with in-house legal where appropriate;

Directors’ Report contents are reviewed and approved semi-annually through the ARCC, with Management attestations to the accuracy of its contents;

• Directors’ Report contents are prepared in disclosure management software, which has automated controls ensuring consistency of financials between the audited financials and the Directors’ Report;

• Half and full year results presentations verified against the Audited Financial Statements, with this verification and compliance with RG230 formally attested-to by Management to the Board;

• For all releases not subject to audit, financial information and statistics are verified by the relevant internal team, for example, group finance, group planning, investment management or sustainability.

All reports released to the ASX are reviewed and approved by the Managing Director and Group CEO, the Board and Head of Listed Investor Relations, as well as the General Counsel as appropriate. As part of this process, all Directors get an opportunity to provide input on the language, with a view to the report being balanced, and providing appropriate information in order for investors to be well informed.

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Principle 5 Make timely and balanced disclosure

We strive to provide timely, open and accurate information to all stakeholders, including Securityholders, regulators and the wider investment community.

Continuous disclosure

ASX Recommendation 5.1

To make sure we have a balanced approach to disclosure, we’ve adopted a Continuous Disclosure and Communications Policy designed to ensure compliance with ASX Listing Rules and Australian law. Management also established a Continuous Disclosure Committee to review any relevant matters and to determine whether disclosure is required, and then to make appropriate recommendations to the Board.

A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under the Listing Rule 3.1.

ASX Recommendation 5.2

A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.

The Policy sets out various procedures, including dealing with potentially price-sensitive information.

The Company Secretary is our ASX liaison person and disseminates all material market announcements to the Board upon its release to the ASX. The Company Secretary is also responsible for ensuring that where any new and substantive investor or analyst presentations are being made, that they are released to the ASX prior to the presentation.

ASX Recommendation 5.3

A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.

The Continuous Disclosure and Communications Policy can be found in the ‘Corporate Governance’ section on our website.

Principle 6 Respect the rights of securityholders

Charter Hall provides information to Securityholders, including:

Provide information to investors

• The right for Securityholders to receive an annual report and updates which keep them informed of our performance and operations;

• Placement in the ‘News and Media’ section of our website of market-sensitive information in the form of ASX announcements, media releases or webcasts;

ASX Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

• Placement in the ‘Investor Centre’ section of our website of distribution and tax information, unit price performance, financial results information including the results webcast, investor presentations, past and current reports to Securityholders and past Securityholder meeting information; and presentations to investor roadshows that are required to be lodged with the ASX are uploaded to the ‘News and Media’ section of our website.

ASX Recommendation 6.2

A listed entity should have an investor relations program that facilitates effective two-way communication with investors.

ASX Recommendation 6.3

A listed entity should disclose how it facilitates and encourages participation at meetings of securityholders.

All resolutions put to Securityholders for consideration are decided by way of a poll, rather than by a show of hands. Securityholders are encouraged, where possible, to attend our AGM in person, where they can ask questions or raise matters to the Board and Management. Securityholders who cannot attend the AGM, are able to submit questions to the Chair in advance of the meeting, which will be addressed during the course of the meeting. Furthermore, we provide Securityholders with timely communications regarding any matters that may impact or influence our investment performance.

ASX Recommendation 6.4

A listed entity should ensure all substantive resolutions at a meeting of securityholders are decided by a poll rather than by a show of hands.

ASX Recommendation 6.5

A listed entity should give securityholders the option to receive communications from, and send communications to, the entity and its security registry electronically.

Our Investor Relations team provides a structured Investor Relations program to communicate relevant matters to investors effectively, concisely and clearly. A dedicated website, www.charterhall.com.au, also gives Securityholders access to current and historic information around their current or potential investment in our Group.

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Securityholders can choose to communicate with us and our registry provider electronically.

As well as the investor website, the following are available:

• Annual and half year results presentations and financial reports which include detailed information on our Property Funds Management and the Property Investment portfolio;

• A live webcast of our annual and half year results presentations, with webcasts also available for review via our website;

• An annual Sustainability Report that provides an overview of our key objectives and performance around important sustainability matters;

• An Annual General Meeting where Securityholders can meet members of the Charter Hall Executive Committee and Board;

• Engagement, communication and dialogue with major Securityholders by the Independent Non-Executive Board Directors, via the Chair, separately from Senior Management;

• Participation in select retail investor conferences and broker sponsored forums so that retail investors can learn more about our business activities and meet with our Senior Executives.

We also engage consulting firms to provide independent specialist market feedback through surveying our major Securityholders and seeking their opinions on our business activities, performance, the effectiveness of our communications and investor relations program and also general opinions on the Group and our team overall.

Principle 7 Recognise and manage risk

Risk Committee

Management has implemented a risk management framework under the oversight of the ARCC (see also earlier sections in relation to the ARCC) and the Board.

ASX Recommendation 7.1

A summary of the ARCC’s responsibilities in relation to risk management include:

The board of a listed entity should:

     - Regularly reviewing the Enterprise Risk Management Framework (Framework) including the Group Risk Appetite Statement, for recommendation to the Board;

  -

• a. have a risk committee or committees to oversee risk, each of which:

• has at least three members, a majority of whom are independent directors; and

  • Reviewing, at least annually, the Group’s Strategic Risk Register where the Group’s key strategic and operational risks mitigating controls are recorded;

• is chaired by an independent director;

• and disclose:

  • Monitoring management’s performance against the Risk Appetite Statement;

• the charter of the committee;

• the members of the committee; and

• Reviewing the allocation of key risks to the relevant Board or Management Committee for approval by the Board;

• as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• Reviewing compliance with the Framework and receiving reports from Management in relation to the adequacy of the Framework.

• b. if it does not have a risk committee or committees that satisfy (a), disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

The key components of the Framework include:

• Risk workshops – where managers identify risks and mitigating controls within their business unit or sectors;

ASX Recommendation 7.2

• Policies and procedures – which provide direction on minimum acceptable standards of business practice;

The board or a committee of the board should:

• Compliance certifications and attestations – where employees provide ongoing attestations regarding the identification of risks and the robustness of controls;

• a. review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and

• Timely breach and incident reporting – highlights areas of heightened risk and future focus for Risk and Compliance;

• b. disclose, in relation to each reporting period, whether such a review has taken place.

• Internal audit – where Charter Hall’s key controls and processes are subject to independent validation;

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• Training programs – where employees receive targeted risk and compliance training appropriate to their roles and responsibilities;

• Stress and scenario testing – where key business assumptions are tested;

• Independent review – where the Framework is assessed by an independent party to confirm its effectiveness.

Managing conflicts

We have a Conflicts of Interest Policy (COI Policy) for managing conflicts that arise in the course of our business so that the interests of our investor and tenant customers are protected.

The COI Policy provides a transparent framework for managing conflicts of interest to enable us to:

• Comply with our legal and regulatory obligations;

• Operate within the Board’s stated risk appetite in relation to conflicts of interest and related party transactions;

• Provide services that are not compromised or diminished by conflicts of interest.

The Charter Hall Related Party Transaction Policy (RPT Policy”) provides guidance on the management of related party transactions between Charter Hallmanaged vehicles and their related parties and requires that:

• Related party transactions are identified and conducted on arm’s length terms;

• Related party transactions are tested by reference to whether they meet market standards;

• Decisions about transactions between Charter Hall-managed vehicles and Charter Hall, or its affiliates, are made by independent members of the Board or Investment Committees.

The Group has also established protocols for the Board in identifying and managing conflicts, including that:

• Board members must declare their interests as required under the Corporations Act, ASX Listing Rules and other general law requirements;

• Board members with a material personal interest in a matter are not to be present at a Board meeting during the consideration of the matter and subsequent vote unless the Board (excluding the relevant Board member) decides otherwise;

• Board members with a conflict not involving a material personal interest may be required to absent themselves from the relevant deliberations of the Board.

These Policies are available to view in the ‘Corporate Governance’ section of our website.

The Group also has a conflicts protocol for dealing with competing acquisitions and divestments as well as leasing transactions. Such transactions may arise because Charter Hall is also the manager of other listed and unlisted vehicles, and the Group may transact with them from time to time, or share employees or information with other Charter Hall companies or managed vehicles.

Personal conflicts that might arise generally for Directors and employees are covered by the Codes of Conduct referred to earlier in this Statement.

Internal audit

ASX Recommendation 7.3

A listed entity should disclose:

• a. if it has an internal audit function, how the function is structured and what role it performs; or

• b. if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

The Board places considerable importance on maintaining a strong control environment through an organisation structure with clearly documented lines of accountability and authority. We have outsourced the internal audit function to an appropriately qualified third party to provide an independent appraisal function for Management and the ARCC based on a systematic review and evaluation of its risk management and internal control processes. The role and responsibilities of the internal auditor are documented in the Internal Audit Charter which is periodically reviewed by the ARCC.

Sustainability

ASX Recommendation 7.4

A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.

Charter Hall is committed to creating a sustainable future for our people, customers, and communities by driving value and mutual success. We recognise sustainability is more than protecting the natural environment; it is about responding to the needs of our customers, achieving our long-term commercial goals and working in active partnership with our stakeholders to improve environmental, economic and social outcomes to support strong and resilient communities.

The Board has adopted a Sustainability Policy which outlines Charter Hall’s process and framework for our practices, management, and reporting on sustainability. This includes the Group’s approach to climate change and its impact to the environment and communities in which we operate. As a business we remain committed to building resilience in our assets to support customers through resource efficiency, powering our operations with renewables and achieving Net Zero emissions in operation. We remain committed to managing the physical and transitional risks and opportunities of a changing climate.

This Policy applies to all Group entities including any entities in which we hold a majority interest.

Our business partners and suppliers are encouraged to also uphold the commitments within this Policy. In its capacity as Fund Manager, Charter Hall acknowledges it has a duty to act in the interest of its investment partners. In this fiduciary role, we believe that the integration of environmental, social and governance (ESG) creates long-term value for our assets, funds and portfolios. We implement our Group-wide Sustainability Framework to ensure we focus our efforts on what is most material to our business.

Key highlights for FY24 include:

• On track to have more than 80MW of solar installed, up from 63MW in FY23. Of this, 77% is providing tenant customers with clean energy, reducing our downstream Scope 3 emissions.

• To mitigate our transition risks and support the achievement of our Group-wide Net Zero emissions in operation by 2025 for Scope 1 and Scope 2 emissions*, we have partnered to forward procure three years of nature-based offsets. This strategy mitigates the Group from carbon price volatility and provides economic empowerment to First Nations offset projects.

• 80% of the electricity supplied to our assets in operational control is renewable, underpinned by a long-term Power Purchase Agreement (PPA) that commenced in January 2024.

• The Group has reported 3,766 volunteering hours in the community and invested $2.6m in procurement and spend with social enterprises and First Nations businesses.

• In partnership with state-based partners, the Group has supported 222 employment outcomes for vulnerable young Australians.

• Our Net Zero target applies to Scope 1 and Scope 2 emissions for existing assets that fall under the operational control of responsible entities for which Charter Hall Limited is the controlling corporation. Where residual Scope 1 emissions are offset, Charter Hall will use high quality naturebased offsets. Eligible assets in operational control.

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Principle 8 Remunerate fairly and responsibly

Our Remuneration and Human Resources Committee (RHRC) helps oversee our human resources strategies and remuneration framework. The Committee is made up of Independent Non-Executive Directors, including an Independent Non-Executive Director Chair. See earlier in this statement for details on current members. Details of the Committee’s meetings this year, and who attended, can be found in the Directors’ Report.

Remuneration Committee

ASX Recommendation 8.1

The board of a listed entity should:

• a. have a remuneration committee which:

• has at least three members, a majority of whom are independent directors; and

In keeping with the Committee Charter, the Committee is responsible for reviewing and making recommendations to the Board in respect of:

1. is chaired by an independent director;

2. and disclose:

3. Remuneration and incentive frameworks;

4. the charter of the committee;

5. Short- and long-term incentive plans;

6. the members of the committee; and

7. Diversity and inclusion objectives;

8. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

9. Talent management and succession planning

10. People strategies and policies.

11. The Committee also reviews and makes recommendations on individual remuneration arrangements for Non-Executive Directors, the Managing Director & Group CEO and Senior Executives.

12. b. if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

The Committee assists the Board in ensuring that:

• An appropriate human resources strategy is implemented to enable us to deliver on its business strategy;

ASX Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

• Remuneration policies and practices are in line with strategic goals which enable us to attract and retain high calibre executives and Directors who will create value for Securityholders;

• We have effective policies and procedures to attract, motivate and retain talented individuals to meet our needs;

• People and remuneration policies and practices align with our vision, values and overall objectives, given our risk management framework, the law and standards of governance.

From time to time, the Committee may engage independent external consultants to provide information across range of matters, including remuneration benchmarking, market practices and emerging trends and regulatory reforms.

Our remuneration strategy intends to drive appropriate

risk culture and employee conduct and is designed to attract and retain talented people by rewarding them for achieving performance outcomes that are aligned with our purpose, business strategy, risk appetite and the long-term interests of our customers and securityholders.

Executive remuneration at Charter Hall comprises of both short-term and long-term ‘at risk’ components. The short-term incentive rewards annual performance with a focus on immediate strategic objectives and the outcome is subject to assessment against our organisational values. The long-term incentive seeks to achieve longer term performance for our customers and securityholders while also driving sustainable value creation. Our Remuneration Report outlines further details on our executive remuneration strategy including the structure of our incentive plans, executive performance against targets and our response under certain circumstances including acts of fraud, defalcation or gross misconduct, dishonesty and/or material breach of obligations to the Group.

Directors and executives are subject to mandatory minimum securityholding requirements details of which are also included in our Remuneration Report.

To find out more, refer to the Remuneration Report and/or the Committee Charter in the ‘Corporate Governance’ section of our website.

ASX Recommendation 8.3

A listed entity which has an equity-based remuneration scheme should:

• a. have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

• b. disclose that policy or a summary of it.

Our Securities Trading Policy regulates how Directors, Senior Executives and employees involved in the management of the Group can deal in Charter Hall stapled securities, including the Performance Rights Offer Plan. The Policy specifies when personal trading is permitted, the restrictions that apply to Directors, Senior Executives and employees, and the procedures for obtaining prior clearance for trading during a trading window.

We monitor employee compliance with this Policy as part of our Risk Management Framework. The Securities Trading Policy can be found in the ‘Corporate Governance’ section of our website.

• Directors and executives are fairly and responsibly remunerated having regard to the performance of Charter Hall, the performance of the executives and the broader market;

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Additional

recommendations that apply only in certain cases

ASX Recommendation 9.1

A listed entity with a director who does not speak the language in which the board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.

External Auditor

The Board has appointed PricewaterhouseCoopers (PwC) as the Group’s Auditor. We expect them to carry out their responsibilities in accordance with Australian law and audit firm policy with respect to partner rotation. The Group has also adopted an Auditor Independence Policy which can be viewed in the ‘Corporate Governance’ section on our website. The Auditor attends the Group’s Annual General Meeting and is available to answer Securityholder questions on the conduct of the audit, and the preparation and content of the Auditor’s Report.

This recommendation does not apply to Charter Hall.

ASX Recommendation 9.2

A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable time and place.

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This recommendation does not apply to Charter Hall.

ASX Recommendation 9.3

A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

This recommendation does not apply to Charter Hall.

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