GDI PROPERTY GROUP — Governance Information 2014

Sep 25, 2014

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

GDI Property Group, comprising the stapled securities of GDI Property Group Limited and GDI Property Trust

ABN/ARBN	Financial vear ended
ABN: 95 166 479 189 ARSN: 166 598 161	30 June 2014

Our corporate governance statement² for the above period above can be found at:³

• these pages of our annual report: $\qquad \qquad -8$ 20 ⊠
• ⊠ http://www.gdi.com.au/About-GDI/corporate-governancethis URL on our website: compliance

The Corporate Governance Statement is accurate and up to date as at 28 July 2014 and has been approved by the board.

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

Date here:	O.
Sign here:	įrẽ¢tor /company secretary
Print name:	David Williams

$^1$ Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

^<sup>2 "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.

$3$ Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found.

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full
	PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
$\mathbf{I}$	(a) the respective roles and responsibilities of its (b) those matters expressly reserved to the board and those delegated to management. board and management; and A listed entity should disclose:	our Corporate Governance Statement OR the fact that we follow this recommendation: at this location: $\Xi$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
		Insert location here
		responsibilities of our board and management (including those matters expressly reserved to the board and those and information about the respective roles and delegated to management):
		this location: ă $\times$
		http://www.gdi.com.au/About-GDI/corporate- governance-compliance / Board Charter Insert location here
1.2	œ person, or putting forward to security holders a (a) undertake appropriate checks before appointing candidate for election, as a director; and A listed entity should:	our Corporate Governance Statement OR the fact that we follow this recommendation: this location: $\Xi$ $\vec{a}$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
	decision on whether or not to elect or re-elect a information in its possession relevant to a (b) provide security holders with all material director.	Insert location here
1.3	A listed entity should have a written agreement with each director and senior executive setting out the	the fact that we follow this recommendation:	an explanation why that is so in our Corporate Governance Statement OR
	terms of their appointment.	our Corporate Governance Statement OR this location: Ē. $\vec{a}$	we are an externally managed entity and this recommendation is therefore not applicable
		Insert location here

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ţ	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
We have followed the recommendation in full for the whole of the period above. We have disclosed	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: $\ddot{a}$ $\ddot{a}$	the measurable objectives for achieving gender diversity and the information referred to in paragraphs (c)(1) or set by the board or a relevant committee of the board in and a copy of our diversity policy or a summary of it: the fact that we have a diversity policy that complies accordance with our diversity policy and our progress http://www.gdi.com.au/About-GDI/corporate- our Corporate Governance Statement OR our Corporate Governance Statement OR our Corporate Governance Statement OR governance-compliance / Diversity Policy Insert location here towards achieving them: Insert location here Insert location here this location: this location: this location: this location: with paragraph (a): $\Xi$ $\vec{a}$ $\vec{a}$ Ę. $\vec{a}$ $\Xi$ đ $\overline{\boxtimes}$ $\boxtimes$ $\widehat{\mathfrak{D}}$
Corporate Governance Council recommendation	accountable directly to the board, through the chair, on all matters to do with the proper functioning of The company secretary of a listed entity should be the board.	and across the whole organisation (including how the entity has defined "senior executive" of the board in accordance with the entity's (1) the respective proportions of men and women on the board, in senior executive positions (2) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to (c) disclose as at the end of each reporting period the diversity set by the board or a relevant committee diversity policy and its progress towards achieving assess annually both the objectives and the measurable objectives for achieving gender defined in and published under that Act. (b) disclose that policy or a summary of it; and which entity's progress in achieving them; policy for these purposes); or diversity A listed entity should: them and either: $\mathfrak{m}$ $(a)$ have
	$\vec{A}$	51

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ŧ		an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR		an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
We have followed the recommendation in full for the whole of the period above. We have disclosed	Insert location here	the evaluation process referred to in paragraph (a): and the information referred to in paragraph (b): our Corporate Governance Statement OR our Corporate Governance Statement OR Insert location here this location: this location: $\Xi$ $\sharp$ ₽, $\sharp$	Insert location here	the evaluation process referred to in paragraph (a): and the information referred to in paragraph (b): in our Corporate Governance Statement OR our Corporate Governance Statement OR Insert location here Insert location here this location: this location: $\ddot{a}$ ă $\sharp$
Corporate Governance Council recommendation		(a) have and disclose a process for periodically evaluating the performance of the board, its whether a performance evaluation was undertaken in the reporting period in accordance (b) disclose, in relation to each reporting period, committees and individual directors; and A listed entity should: with that process. ە.		(a) have and disclose a process for periodically senior (b) disclose, in relation to each reporting period, WaS undertaken in the reporting period in accordance whether a performance evaluation u ∺ evaluating the performance of A listed entity should: with that process. executives; and $\ddot{ }$

Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
(1) has at least three members, a majority of (5) as at the end of each reporting period, the at those met throughout the period and the individual disclose that fact and the processes it employs to skills, knowledge, experience, independence and diversity to enable it to discharge its duties and address board succession issues and to ensure that the board has the appropriate balance of times the committee (b) if it does not have a nomination committee, (2) is chaired by an independent director, whom are independent directors; and $(4)$ the members of the committee; and the members (a) have a nomination committee which: $(3)$ the charter of the committee; The board of a listed entity should: responsibilities effectively. $\sigma$ number of meetings; OR attendances and disclose:	and the information referred to in paragraphs $(4)$ and the fact that we have a nomination committee that http://www.gdi.com.au/About-GDI/corporate- in our Corporate Governance Statement OR our Corporate Governance Statement OR g overnance-compliance / Nomination and Remuneration Charter copy of the charter of the committee: [If the entity complies with paragraph (a);] complies with paragraphs (1) and (2): Insert location here Insert location here this location: at this location: this location: and a $\Xi$ . $\overline{\mathbf{a}}$ $\ddot{a}$ $\dot{\mathbb{E}}\boxtimes$ $\boxtimes$ $\boxtimes$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
	and the processes we employ to address board succession the fact that we do not have a nomination committee issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence ersity to enable it to discharge its duties and our Corporate Governance Statement OR [If the entity complies with paragraph (b):] responsibilities effectively: Insert location here this location: and div $\Xi$ $\vec{a}$

	Corporate Governance Council recommendation	We have followed the recommendation in full for the of the period above. We have disclosed whole	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ł
2.2	A listed entity should have and disclose a board skills the board currently has or is looking to achieve in its matrix setting out the mix of skills and diversity that membership.	our Corporate Governance Statement OR our board skills matrix: Insert location here this location: $\Xi$ $\vec{a}$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
2.3	relationship in question and an explanation of (a) the names of the directors considered by the but the board is of the opinion that it does not (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 compromise the independence of the director, the nature of the interest, position, association or why the board is of that opinion; and (c) the length of service of each director. board to be independent directors; A listed entity should disclose:	the names of the directors considered by the board to be where applicable, the information referred to in our Corporate Governance Statement OR our Corporate Governance Statement OR our Corporate Governance Statement OR the length of service of each director: independent directors: Insert location here Insert location here Insert location here this location: this location: this location: paragraph (b): $\Xi$ $\vec{a}$ $\Xi$ $\epsilon$ $\vec{a}$ $\ddot{a}$ $\times$	an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: $\Xi$ $\vec{a}$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full Ì
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.	in our Corporate Governance Statement OR the fact that we follow this recommendation: at this location:	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
		Insert location here
2.6	A listed entity should have a program for inducting development opportunities for directors to develop and maintain the skills and knowledge needed to new directors and provide appropriate professional perform their role as directors effectively.	in our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here at this location: $\boxtimes$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
	PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY
51	(a) have a code of conduct for its directors, senior (b) disclose that code or a summary of it. executives and employees; and A listed entity should:	in our Corporate Governance Statement OR our code of conduct or a summary of it: at this location: $\times$	an explanation why that is so in our Corporate Governance Statement
		Insert location here
	PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING
$\frac{1}{4}$	(4) the relevant qualifications and experience of non-executive directors and a majority of (1) has at least three members, all of whom are (5) in relation to each reporting period, the (2) is chaired by an independent director, who is met committee whom are independent directors; and the members of the committee; and (3) the charter of the committee; (a) have an audit committee which: The board of a listed entity should: the not the chair of the board, times number of and disclose:	the fact that we have an audit committee that complies http://www.gdi.com.au/About-GDI/corporate- in our Corporate Governance Statement OR governance-compliance / Audit, Risk and Compliance Committee Charter and a copy of the charter of the committee: [If the entity complies with paragraph (a):] with paragraphs (1) and (2): Insert location here this location: at this location: $\frac{1}{6}$ $\boxtimes$	an explanation why that is so in our Corporate Governance Statement

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ÷		an explanation why that is so in our Corporate Governance Statement
We have followed the recommendation in full for the of the period above. We have disclosed whole	the fact that we do not have an audit committee and the including the processes for the appointment and removal the information referred to in paragraphs (4) and of the external auditor and the rotation of the audit processes we employ that independently verify and safeguard the integrity of our corporate reporting, our Corporate Governance Statement OR our Corporate Governance Statement OR [If the entity complies with paragraph (b):] Insert location here Insert location here this location: engagement partner: this location: £. đ $\Xi$ ă $\frac{1}{2}$ ি	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: $\epsilon$ $\frac{1}{2}$
Corporate Governance Council recommendation	employs that of its corporate reporting, including the processes auditor and the rotation of the audit engagement those (b) if it does not have an audit committee, disclose independently verify and safeguard the integrity for the appointment and removal of the external individual đ period and the members that fact and the processes it the throughout the ð meetings; OR attendances partner.	the entity's financial statements for a financial period, The board of a listed entity should, before it approves their opinion, the financial records of the entity have financial position and performance of the entity and statements comply with the appropriate accounting receive from its CEO and CFO a declaration that, in that the opinion has been formed on the basis of a been properly maintained and that the financial sound system of risk management and internal standards and give a true and fair view of the control which is operating effectively.
		4.2

$\infty$

recommendation is therefore not applicable Governance Statement OR Governance Statement Governance Statement Governance Statement $\ddot{\ddot{\cdot}}$ http://www.gdi.com.au/About-GDI/corporate- our continuous disclosure compliance policy or a information about us and our governance on our our Corporate Governance Statement OR our Corporate Governance Statement OR our Corporate Governance Statement OR the fact that we follow this recommendation: the fact that we follow this recommendation: governance-compliance / Securityholder Communication Policy Insert location here Insert location here Insert location here this location: this location: at this location: this location: summary of it: website $\Xi$ $\ddot{a}$ $\Xi$ $\tilde{\vec{a}}$ $\tilde{=}$ ă PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS $\boxtimes$ PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE (a) have a written policy for complying with its continuous disclosure obligations under the A listed entity that has an AGM should ensure that its investor relations program to facilitate effective two- itself and its governance to investors via its website. external auditor attends its AGM and is available to answer questions from security holders relevant to A listed entity should provide information about A listed entity should design and implement an (b) disclose that policy or a summary of it. way communication with investors. A listed entity should: Listing Rules; and the audit. $\frac{5}{6}$ $\frac{3}{4}$ $\overline{6}$ $\vec{5}$	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full
			we are an externally managed entity that does not an explanation why that is so in our Corporate hold an annual general meeting and this
			an explanation why that is so in our Corporate
			an explanation why that is so in our Corporate
			an explanation why that is so in our Corporate

for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ÷		an explanation why that is so in our Corporate Governance Statement	an explanation why that is so in our Corporate Governance Statement
We have followed the recommendation in full for the of the period above. We have disclosed whole	committees that satisfy (a) and the processes we employ the fact that we do not have a risk committee or our Corporate Governance Statement OR for overseeing our risk management framework: [If the entity complies with paragraph (b):] Insert location here this location: $\Xi$ $\vec{a}$	our Corporate Governance Statement OR the fact that we follow this recommendation: Insert location here this location: $\Xi$ $\ddot{a}$ $\times$	how our internal audit function is structured and what the fact that we do not have an internal audit function continually improving the effectiveness of our risk our Corporate Governance Statement OR our Corporate Governance Statement OR and the processes we employ for evaluating and $\overline{\text{m}$ anagement and internal control processes: $\overline{\text{M}}$ in our Corporate Governance Garameters [If the entity complies with paragraph (b):] [If the entity complies with paragraph (a):] Insert location here Insert location here this location: this location: role it performs: Ę. $\vec{a}$ $\frac{1}{6}$
Corporate Governance Council recommendation		(a) review the entity's risk management framework at least annually to satisfy itself that it continues to (b) disclose, in relation to each reporting period, The board or a committee of the board should: whether such a review has taken place. be sound; and	(a) if it has an internal audit function, how the function is structured and what role it performs; (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 risk management and internal control processes. A listed entity should disclose: $\widetilde{\mathbf{5}}$
		7.2	73

Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ÷
material exposure to economic, environmental and A listed entity should disclose whether it has any social sustainability risks and, if it does, how it manages or intends to manage those risks.	environmental and social sustainability risks and, if we do, whether we have any material exposure to economic, in our Corporate Governance Statement OR how we manage or intend to manage those risks: this location: $\vec{a}$ $\boxtimes$	an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY	Insert location here
(1) has at least three members, a majority of (2) is chaired by an independent director, whom are independent directors; and (a) have a remuneration committee which: The board of a listed entity should: and disclose:	the fact that we have a remuneration committee that in our Corporate Governance Statement OR [If the entity complies with paragraph (a):] complies with paragraphs (1) and (2): this location: $\vec{a}$ $\boxtimes$	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
(5) as at the end of each reporting period, the met at those throughout the period and the individual times the committee $(4)$ the members of the committee; and the members (3) the charter of the committee; $\mathfrak{g}$ number of meetings; OR attendances	http://www.gdi.com.au/About-GDI/corporate- copy of the charter of the committee: governance-compliance / Nomination & Remuneration Committee Charter Insert location here at this location: and a $\boxtimes$
disclose that fact and the processes it employs for that such remuneration is appropriate and not for directors and senior executives and ensuring (b) if it does not have a remuneration committee, setting the level and composition of remuneration excessive	and the information referred to in paragraphs $(4)$ and our Corporate Governance Statement OR this location: $\Xi$ ă ä
	the fact that we do not have a remuneration committee composition of remuneration for directors and senior processes we employ for setting the level and [If the entity complies with paragraph (b):] Insert location here and the

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full $\ddot{\ddot{\cdot}}$
		executives and ensuring that such remuneration is in our Corporate Governance Statement OR appropriate and not excessive: Insert location here at this location:
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non- executive directors and other senior executives. executive directors and the remuneration of	regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior separately our remuneration policies and practices in our Corporate Governance Statement OR Insert location here at this location: executives:	an explanation why that is so in our Corporate we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR
$\frac{8}{3}$	an equity-based (a) have a policy on whether participants are which limit the economic risk of participating in permitted to enter into transactions (whether through the use of derivatives or otherwise) (b) disclose that policy or a summary of it. A listed entity which has remuneration scheme should: the scheme; and	in our Corporate Governance Statement OR our policy on this issue or a summary of it: Insert location here at this location:	scheme and this recommendation is therefore not an explanation why that is so in our Corporate we do not have an equity-based remuneration we are an externally managed entity and this recommendation is therefore not applicable Governance Statement OR applicable OR

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	for the whole of the period above. We have disclosed We have NOT followed the recommendation in full ţ
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
$\blacksquare$	Alternative to Recommendation 1.1 for externally The responsible entity of an externally managed listed entity should disclose: managed listed entities:	the information referred to in paragraphs (a) and (b): our Corporate Governance Statement OR this location: $\Xi$ ă	an explanation why that is so in our Corporate Governance Statement
	and the listed entity for managing the affairs of (b) the role and responsibility of the board of the overseeing those (a) the arrangements between the responsible entity responsible entity for the listed entity; arrangements.	Insert location here
	Alternative to Recommendations 8.1, 8.2 and 8.3 for An externally managed listed entity should clearly disclose the terms governing the remuneration of the externally managed listed entities: manager.	the terms governing our remuneration as manager of our Corporate Governance Statement OR Insert location here this location: the entity: £. ă	an explanation why that is so in our Corporate Governance Statement

$\ddot{\phantom{a}}$