GOODMAN GROUP — Governance Information 2017

Sep 28, 2017

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Goodman Group comprising Goodman Limited (ABN 69 000 123 071), Goodman Industrial Trust (ARSN 091 213 839) (Responsible Entity - Goodman Funds Management Limited ABN 48 067 796 641) and Goodman Logistics (HK) Limited (ARBN 155 911 149) (ASX: GMG)

ABN / ARBN: 69 000 123 071	Financial year ended:
69 000 123 071	30 June 2017

Our corporate governance statement[2] for the above period above can be found at:[3]

☐ These pages of our annual report:

☒ This URL on our website: http://www.goodman.com/about-us/corporate-governance/statement

The Corporate Governance Statement is accurate and up to date as at 22 September 2017 and has been approved by the board.

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

Date: 29 September 2017

Name of Director or Secretary authorising lodgement: Carl Bicego

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.

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. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location] … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☒ in our Board Charter at http://www.goodman.com/-/media/Files/Sites/Global/about us/corporate governance/Charters/Goodman Group Board Charter.pdf	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) 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.	… the fact that we have a diversity policy that complies with paragraph (a): ☒in our Corporate Governance Statement OR ☐at [insert location] … and a copy of our diversity policy or a summary of it: ☐at [insert location] … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☒in our Corporate Governance StatementOR ☐at [insert location] … and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) 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 (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.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.goodman.com/-/media/Files/Sites/Global/about us/corporate governance/Charters/Goodman Group Remuneration and Nomination Committee Charter.pdf … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance StatementOR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ 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: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☐in our Corporate Governance StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance Statement OR ☐at [insert location] … and, where applicable, the information referred to in paragraph (b): ☐in our Corporate Governance Statement OR ☐at [insert location] … and the length of service of each director: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ 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.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☐in our Corporate Governance Statement OR ☒at http://www.goodman.com/- /media/Files/Sites/Global/about us/corporate governance/Policies/Code of Conduct.pdf	☐an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) 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 (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.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.goodman.com/-/media/Files/Sites/Global/about us/corporate governance/Charters/Goodman Group Audit Committee Charter.pdf … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance Statement OR ☐ [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
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.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.3	A 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.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒at http://www.goodman.com/about-us/corporate-governance	☐ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) 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 (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☒in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.goodman.com/-/media/Files/Sites/Global/about us/corporate governance/Charters/Goodman Group Risk and Compliance Committee Charter.pdf … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance Statement OR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☒in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) 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 (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.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.goodman.com/-/media/Files/Sites/Global/about us/corporate governance/Charters/Goodman Group Remuneration and Nomination Committee Charter.pdf … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommenda therefore not applicable
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.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 policy on this issue or a summary of it: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Goodman Group Corporate Governance Statement

Goodman Group (‘Goodman’ or ‘Group’) is committed to the highest standards of corporate governance and recognises that an effective corporate governance culture is critical to the long term performance of the business.

Goodman is a triple stapled entity comprised of the Australian company, Goodman Limited (‘GL’), the Australian trust, Goodman Industrial Trust (‘GIT’) and the Hong Kong company, Goodman Logistics (HK) Limited (‘GLHK’). Goodman is governed by its constituent documents, applicable laws (including the Australian Corporations Act ( Corporations Act 2001 (Cth)) and the Hong Kong Companies Ordinance), the ASX Listing Rules and, in respect of GIT, the compliance plan lodged with the Australian Securities & Investments Commission (‘ASIC’).

As an ASX listed entity, Goodman is required to comply with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, 3rd Edition (‘Principles and Recommendations’) or disclose any differences. This Corporate Governance Statement (‘Statement’) outlines the ways in which Goodman has met the Principles and Recommendations for the 2017 financial year.

The effective date of this Statement is 22 September 2017 and it has been approved by the Board.

Any departures from the Principles and Recommendations in respect of the reporting period are described below.

The Statement has been organised into the following sections:

	Section	Page
1	Governance	2
2	Board review and composition	5
3	Integrity of financial reporting	8
4	Managing risk and compliance	10
5	Remuneration	13
6	Engagement with stakeholders	14
7	People and conduct	16
8	Diversity	20

1

Governance Recommendation

The Board 1.1, 2.3, 2.4, 2.5, 3.3

The Board of Goodman Group consists of the Boards of GL and Goodman Funds Management Limited (‘GFM’) as the responsible entity for GIT, and the Board of GLHK (collectively referred to as the ‘Board’).

The Boards of GL and GFM meet jointly and comprise the same Directors.

GLHK is a separate legal entity and is managed by a separate board of directors, which partially overlaps with the GL/GFM Board. GLHK’s Board composition reflects its status as a Hong Kong tax resident and is comprised of Mr Ferrier and Mr Fan.

The Board comprises eleven Directors of which eight are independent. The Board is chaired by Mr Ian Ferrier, AM.

The composition of the respective Boards as well as the status and tenure of Directors and attendance at Board Meetings is set out below.

Director4	Status	GL	GFM	GLHK	GL/GFM	GLHK
		Tenure1	Tenure1	Tenure1	Meetings2	Meetings2
Mr Ian Ferrier, AM –	Independent	13y 10m	12y 4m	5y 4m	11/11	5/5
Chairman
Mr Gregory	Executive	18y 11m	22y 5m	5y 5m	11/11	2/23
Goodman -
Group CEO
Mr Philip Fan	Independent	5y 7m	5y 7m	5y 4m	11/11	5/5
Mr John Harkness	Independent	12y 4m	12y 10m		11/11
Ms Anne Keating	Independent	12y 4m	13y 5m		11/11
Mr Stephen Johns 5	Independent	6m	6m		5/5
Ms Rebecca	Independent	5y 3m	5y 3m		10/11
McGrath
Mr Danny Peeters	Executive	4y 6m	4y 6m		10/10
Mr Phillip Pryke	Independent	6y 9m	6y 9m		11/11
Mr Anthony Rozic	Executive	4y 6m	4y 6m		10/10
Mr James Sloman,	Independent	11y 5m	11y 5m		11/11
OAM

1. As at 30 June 2017.

2. Attended / Entitled to attend during the 2017 financial year.

3. In respect of the GLHK Board, on 20 September 2016, Mr Goodman resigned as a director in his personal capacity and was appointed as the alternate director to Mr Ferrier.

4. Mr Philip Pearce, Executive, resigned as a Director on 12 July 2016 without attending or being entitled to attend a meeting.

5. Mr Stephen Johns joined the Board on 1 January 2017.

2

Governance

The Board’s Powers and Responsibilities

Recommendation

1.1

The GL, GFM and GLHK Boards must exercise their respective functions diligently and, to the extent permitted by law, in the best interests of Securityholders as a whole. The GLHK Board is governed by Hong Kong law (including the Companies Ordinance) and GLHK is also subject to the ASX Listing Rules and the Australian Corporations Act requirements for registered foreign companies.

The Board and its Committees will continue to have oversight of the Group’s business, operations and compliance. The GLHK Board is responsible for the preparation of GLHK stand-alone accounts, the determination of dividends out of GLHK and any other non-delegable acts.

The roles, responsibilities and operation of the Board and their delegation of authority to management are set out in the Board Charter, a copy of which is published on Goodman’s website. The Board Charter was updated in December 2015 and adopted by GL, GFM and GLHK. The charter clearly establishes the role of the Board in setting Goodman’s objectives and their responsibilities in the implementation of such objectives.

The Board has the power to do all things necessary to perform their duties and fulfil their purpose including to:

(i) set strategic direction for the Goodman business;

• (ii) approve strategic alliances;

• (iii) review progress against strategy;

• (iv) approve principles, policies, strategies, processes and control frameworks for the management of Goodman’s business; and

(v) sub-delegate their powers and discretions to Committees of the Board, executives of Goodman, or management committees with or without the power to delegate further.

Effective oversight and risk management are a fundamental part of Goodman’s business strategy and central to protecting the interests of Securityholders. The Board has the ultimate responsibility for risk management and compliance. Goodman operates within overall guidelines and specific parameters set by the Board.

The Board has established a number of Committees to assist in the exercise of their functions and the discharge of their duties, including that financial reports are true and fair and comply with applicable accounting standards. Each Committee can sub-delegate its powers and discretions, including to executives of Goodman, with or without the power to delegate further.

The Board of GLHK has reserved the right to make decisions in respect of any matters delegated to and considered by the Committees (including the Audit Committee, the Remuneration and Nomination Committee and the Risk and Compliance Committee) and the Committees will only make recommendations to the Board of GLHK.

The Board has also developed a statement of delegated authority to management. This delegated authority stipulates those matters to be dealt with by the Board and those matters which are delegated to management. The general statement of delegated authority governs areas such as finance, corporate matters and property transactions.

3

Governance	Recommendation
Independent decision-making The Directors bring independent thinking, high standards of corporate governance and good judgement to the Board. Each Director provides confirmations on their ability to adequately perform their role on an annual basis. Directors are also required to inform the Chairman prior to accepting any other board appointments offered to them. Independence is assessed annually and the Board assessed individual Directors for independence using the definition of independence provided in the Principles and Recommendations for the 2018 Financial Year in mid-2017. When assessing independence, the Board considered tenure. In relation to the definition of independence in the Principles and Recommendations, the Board considered that a material professional adviser or material consultant is one that derives more than 5% of their revenue from Goodman. When considering whether a person was or is associated with a Substantial Securityholder, the Board’s definition applies the test of a person holding or having a relevant interest in 5% of Goodman’s securities but also had regard to other relationships that the Securityholder may have with Goodman. The Board considers Mr Ian Ferrier, Mr Philip Fan, Mr John Harkness, Mr Stephen Johns, Ms Anne Keating, Ms Rebecca McGrath, Mr Phillip Pryke and Mr Jim Sloman to be independent. Mr Gregory Goodman, Mr Danny Peeters and Mr Anthony Rozic are Executive Directors of Goodman. The table on page 2 sets out the Directors and their status. The Independent Directors may elect to consider matters without the presence of executives where they believe this is appropriate or would be beneficial in reviewing the conduct of Goodman’s affairs.	2.3, 2.4
Chairman Mr Ian Ferrier was appointed as Acting Chairman of the GL/GFM Boards on 28 November 2008 and Chairman on 2 July 2009. He was appointed Chairman of the GLHK Board on its establishment in 2012. Ian is an Independent Director with in excess of 40 years of experience in corporate recovery and turnaround practice. In his role as Chairman, Ian is responsible for providing leadership so the Board functions as an effective and cohesive group, working with the Group CEO to determine the strategic direction for Goodman, establishing high standards of corporate governance and oversight of strategic development. The role also includes formulation of Board meeting agendas and papers and management of Board meetings to facilitate the best performance of each participant. The Chairman acts as a representative of, and spokesperson for the Board.	1.1, 2.5
Group Chief Executive Officer The Group CEO is Mr Gregory Goodman. The terms, conditions and responsibilities of his role are established in an agreement with Goodman. His role as Group CEO is to support and encourage his management team to deliver the strategy developed by the Board and management. His role involves an intimate knowledge of all aspects of the business and communication of the strategy and operational results to the Board, management team and other stakeholders.	1.1, 2.5

4

Governance	Recommendation
Directors’ resources Goodman has a formal policy allowing Directors to take independent professional advice at Goodman’s expense should they believe it necessary for the performance of their duties. The Company Secretary and senior executives are always available to the Directors to provide them with information or clarification as required. These senior executives also present information at Board meetings in order to provide the Directors with unfettered access to all relevant information and the ability to candidly question senior management in relation to any matter they deem necessary. Directors are provided with tours of Goodman’s properties, both within Australia and overseas. Directors and senior executives may also participate in further education relevant to their roles. Goodman reimburses the costs of further education relevant to a Director’s or executive’s role.	2.6
Company Secretary The Company Secretary is Mr Carl Bicego. The Company Secretary is accountable to the Board on all matters to do with the proper functioning of the Board. The Company Secretary is also responsible for advising Directors on corporate governance matters, liaising with regulators, supervising market disclosures and investor interactions, maintaining Goodman’s corporate registers and apprising the Board on legal and governance issues. His biographical details appear on page 46 in the Directors’ Report included in the 2017 Goodman GroupAnnual Report which is published on Goodman’s website.	1.4

Board review and composition Recommendation Board composition/diversity/induction/nomination 2.2 The Directors bring a wide range of skills and experience to their respective roles and are committed to achieving a high standard of corporate governance. The diversity of each Director’s background strengthens the Board and enables them to bring critical judgement and independent assessment to the oversight of Goodman’s business. The Board is responsible for all aspects of the management of Goodman and have the ultimate responsibility for its corporate governance practices. The Board actively considers the appropriate size, composition and experience of the Board to respond to changing circumstances in its membership, the business and its strategy, and the markets in which Goodman operates. The Board seeks to have the broad base of skills and experience necessary to set the strategic direction of Goodman, oversee management’s implementation of strategy and enhance corporate performance. The Board is currently going through a period of renewal. Mr Harkness and Ms Keating have confirmed that they will not be standing for re-election at the 2017 Annual General Meeting after 12 years of service on the Board. Mr Fan will also be retiring at that time to pursue his interests in Greater China. During the financial year, Mr Johns joined the Board and will become the Chairman of the Audit Committee on Mr Harkness’ retirement. It is expected that one or more appointments will be made in the course of the next 12 months.

5

Board review and composition	Recommendation
Having regard to the importance of decisions for the Board composition and leadership over the coming years, the delegation to the Remuneration and Nomination Committee in relation to director nomination has been returned to the Board for this period. In 2014, the Board approved a Board Skills Matrix prepared in line with Recommendation 2.2 which includes such skills as strategic planning, international business, real estate, funds and investment capital, and financial skills as well as other characteristics and attributes but does not consider it appropriate to publish it in detail. In light of the current Board renewal process, the matrix will also be reviewed. Please refer to pages 44 to 46 in the Directors’ Report included in the 2017 Goodman GroupAnnual Reportwhich is published on Goodman’s website for the skills and experience of each Director.
Remuneration and Nomination Committee The Board has established the Remuneration and Nomination Committee to consider remuneration and nomination issues more effectively and fully and to provide recommendations to the Board for approval. The Committee is comprised solely of Independent Directors and is chaired by Mr Phillip Pryke. The table below sets out the composition and the Committee members’ attendance at meetings. Director Status Meeting^ Mr Phillip Pryke – Chairman Independent 3/3 Mr Ian Ferrier Independent 3/3 Ms Anne Keating Independent 3/3 Ms Rebecca McGrath Independent 3/3 Mr Jim Sloman Independent 3/3 ^ Attended / Held during the 2017 financial year. The Remuneration and Nomination Committee operates under a formal Charter,a copy of which is published on Goodman’s website. The purpose of the Committee is to: +identify and recommend individuals to the Board for nomination as members of the Board and Committees (though currently this has been returned to the Board as noted above); +assist the Board in the assessment of the effectiveness and performance of the Board and its members; +develop and recommend to the Board relevant corporate governance principles; +review Board and Committee structures to facilitate the Board performing its function;	2.1

6

Board review and composition	Recommendation
+review and monitor the implementation of Goodman’s Diversity Policy and goals; +review and make recommendations to the Board in respect of the administration of Goodman’s remuneration programmes (including the engagement of any remuneration advisers); +review succession plans and talent management practices to ascertain they are in place across the Group; +review and make recommendations to the Board in respect of the approval and remuneration of senior executives and Non-Executive Directors; +prepare the remuneration report for approval by the Board; and +report regularly to the Board on each of the above matters. The Committee is responsible for engaging remuneration consultants for the provision of remuneration recommendations for key management personnel.
Appointment of New Directors and Re-election As discussed above, the Board regularly assesses its composition, desired skills and competencies and successions issues. When appointment of a new director is considered desirable, the Board or Remuneration and Nomination Committee may engage consultants to assist in the process of identifying candidates. Appropriate checks are carried out by Goodman and consultants before appointment and oversight of this process is generally a responsibility of the Remuneration and Nomination Committee. Goodman uses formal letters of appointment for Directors so Directors clearly understand the expectations of them. Each letter outlines the terms of the Director’s appointment and includes matters such as their powers and duties, attendance at meetings, remuneration, appointment on Committees, induction and continuing education, and disclosure of interests. All new Directors undertake an induction process which includes a review of the Strategy and Budget, meeting key executives and the provision of information regarding the operations and governance of Goodman. TheDirector Induction Program is tailored for new appointments having regard to their backgrounds, skills and experience, and is disclosed on the Goodman website. New Directors appointed to the Board are required to seek election at the first Annual General Meeting (‘AGM’) of Securityholders following their appointment. All Directors of the GL Board and the GLHK Board other than the Group CEO are also subject to re-election by rotation at least every three years. The Notice of Meeting includes information relevant to Securityholders to vote on a Director’s election or re-election as well as a recommendation from the other Directors having regard to their assessment of desired Board composition (as discussed above) and performance reviews (see below).	1.2, 1.3, 2.6
Performance review The Board reviews their performance and that of their Committees approximately every two years. The Boards consider this is an appropriate timeframe having regard to the time taken in the review process, the frequency of Board meetings and the level of change in the Boards over time but will also conduct a review more frequently where considered appropriate. An assessment of the performance of the Boards, Committees and individual Directors was conducted in July – August 2015.	1.6, 1.7, 8.2

7

Board review and composition

Recommendation

The Chairman met with each Director individually to discuss Board participation and performance having regard to a range of matters including: +the Board contribution to developing strategy and policy; +interaction between the Board and management; +operation of the Board including the conduct of Board and Committee meetings; +the Board’s processes to monitor business performance and compliance, control risk and evaluate management; and +the Board composition, structure and succession planning. The Chairman is currently conducting the performance reviews again having regard also to the Board renewal process. The performance of senior executives is reviewed annually by the Group CEO through a structured process of self-assessment and review against previously established goals and objectives. This process is co-ordinated by Goodman’s Human Resources department and applied globally throughout Goodman. In accordance with this process, a performance review was conducted in relation to each executive’s performance during the financial year. The performance of the Group CEO and senior executives (including the other executive directors, nominated key management personnel and Country heads) is reviewed and overseen by the Remuneration and Nomination Committee.

Integrity of Financial Reporting Recommendation Audit Committee 4.1 The Board has established an Audit Committee, which meets at least four times a year, to assist in fulfilling the Board’s legal and regulatory requirements in relation to Goodman’s financial statements. The Audit Committee is comprised solely of Independent Directors and is chaired by Mr John Harkness (Chairman). John is a Chartered Accountant and was a former partner of KPMG before retiring in June 2000. He was a partner of KPMG while it was engaged to conduct the audit of Goodman’s entities, however, he was not involved in those audits. Mr Ian Ferrier is also a Chartered Accountant with significant financial expertise and was previously the Chairman of the Audit Committee. As mentioned above, Mr Stephen Johns will succeed Mr Harkness as Audit Committee Chairman after his retirement at the Annual General Meeting. Mr Johns was formerly Finance Director of Westfield, holds a Bachelor of Economics Degree and is a Fellow of the Institute of Chartered Accountants.

The other members bring extensive business experience to the Committee. Further information about the Committee members’ qualifications and experience is set out on pages 44 to 46 in the Directors’ Report included in the 2017 Goodman Group Annual Report which is published on Goodman’s website.

The table below sets out the composition and the Committee members’ attendance at meetings.

Director	Status	Meeting^
Mr John Harkness – Chairman	Independent	4/4

8

Integrity of Financial Reporting	Integrity of Financial Reporting		Recommendation
Mr Ian Ferrier Mr Phillip Pryke Mr Philip Fan Mr Stephen Johns
	Independent
	Independent
	Independent
	Independent
Executive Confirmations In addition to the work of the Audit Committee, the Group Chief Executive Officer (‘CEO’) and the Group Chief Financial Officer (‘CFO’) provide confirmation to the Board in writing that GL, GIT and GLHK’s financial statements for a financial period			4.2

9

Integrity of Financial Reporting Recommendation comply with the relevant accounting standards and give a true and fair view of the financial position and performance of each entity. The Group CEO and the Group CFO also provided written confirmation that, to the best of their knowledge and belief: + the statement given to the Board on the integrity of Goodman’s financial statements is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and + Goodman’s risk management and internal compliance and control systems are operating efficiently and effectively in all material aspects. These statements are based on a Group-wide and broad ranging series of half and full year confirmations from senior executives and department heads in relation to the financial integrity, risk management and internal compliance and control system within each department.

Auditors

4.3

Goodman has engaged KPMG to act as its external auditor. As part of the terms of engagement, KPMG is required to review the half year financial report and audit the annual financial report and remuneration report prior to approval by the Board, discuss its findings with the Committee including the adequacy of financial and accounting controls, and attend the AGMs and be available to answer questions from Securityholders about the conduct of the audit and the preparation and content of the independent audit report.

Each reporting period, the external auditor provides an independence declaration in relation to the review or audit. The Audit Committee reviews adherence by the Auditor to the Corporations Act requirement of audit partner rotation. The Audit Committee is also responsible for assessing whether non-audit services provided by the external auditor are consistent with the external auditor’s independence and compatible with the general standard of independence of auditors required by the Corporations Act 2001 (Cth).

Managing Risk and Compliance	Managing Risk and Compliance	Recommendation
Risk and Compliance Committee The Board has established a Risk and Compliance Committee to provide oversight and direction to Goodman’s system of risk and compliance management. The Committee is comprised solely of Independent Directors and is chaired by Ms Rebecca McGrath. The table below sets out the composition and the Committee members’ attendance at meetings. Director Status Meeting^ Ms Rebecca McGrath – Chairman Independent 4/4		7.1
	Status
	Independent

10

Managing Risk and Compliance			Recommendation
Mr John Harkness Ms Anne Keating Mr Philip Fan Mr Jim Sloman
	Independent
	Independent
	Independent
	Independent
Risk Management Framework The Board has required that management design and implement a risk management and internal control system to manage Goodman’s material business risks under the oversight of the Risk and Compliance Committee. Goodman’s risk management system has been developed in accordance with international and Australian/New Zealand standards on risk management and has been underpinned by a Risk Management Policy that sets out the oversight and management of risk for Goodman. The Group Head of Risk is responsible for the implementation of the Risk Management Policy globally. He reviews critical business units and profiles their key risks on an annual basis. Action plans for mitigating key risks are reported to the Risk and Compliance Committee at each meeting. Management has reported to the Board, through the Risk and Compliance Committee that Goodman manages its risks effectively. The Committee regularly			7.2

11

Managing Risk and Compliance	Recommendation
reviews and assesses the soundness of the Risk Management Framework, and this was most recently completed in April 2017. The Committee will again review the framework during the 2018 financial year and continue to do so on an annual basis in accordance with its Charter.
Compliance Framework The Committee has oversight of Goodman’s Compliance Framework which clearly details how Goodman manages its regulatory obligations. Goodman is committed to complying with its legal and regulatory obligations for the operation of Goodman’s business and in some cases may apply higher standards that would otherwise be required such as in respect of our approach to Modern Slavery. The Compliance Framework provides a consistent approach to integrating business objectives and strategy to compliance obligations and reporting. The Compliance Framework has been developed in accordance with relevant industry standards and is underpinned by a Compliance Program which details responsibilities, monitoring and reporting. The Committee is responsible for the oversight of internal compliance systems and policies including in relation to the conduct of Goodman employees (see ‘People and Conduct’ below). It is also responsible for external regulatory compliance including oversight of GFM’s compliance with the Compliance Plans for each registered managed investment scheme of which GFM is the responsible entity. The Company Secretary and the Compliance Manager are responsible for reviewing and monitoring the effectiveness of the compliance systems on an ongoing basis and for reporting on the results of these activities to the Risk and Compliance Committee.
Internal Audit The internal audit programme is closely aligned to the Risk Management Framework and involves a rolling programme of reviews and control testing of Goodman’s business processes. The internal audit function is wholly independent of the external audit function. The findings of internal audit are reported to the Risk and Compliance Committee and where relevant, the Audit Committee. The findings and any recommendations arising from the internal audits are acted on by management under the supervision of the Committee.	7.3
Sustainability The Board believes that the Goodman business strategy and integrated ‘own+develop+manage’ customer service model are both relevant for the contemporary operating environment and sustainable into the future. The Board, through the Risk and Compliance Committee and other Committees as appropriate, seeks to manage and respond to its operating environment including economic, environmental and social sustainability risks. Goodman has implemented aSustainability Policy a copy of which is published on Goodman’s website. This is targeted at the Group’s primary operating activities and	7.4

12

Managing Risk and Compliance	Recommendation
aims to continually improve the Group’s economic, environmental and social sustainability performance. Information concerning the Group’s economic strategy, performance risks and outlook is included at pages 13 to 21 in its ‘Operating and Financial Review’ included in the Directors’ Report. Information concerning the Group’s Corporate responsibility and sustainability framework is contained in the 2017 Goodman GroupAnnual Report which is published on Goodman’s website.
Insurance Insurance forms part of the Group’s Risk Management Framework and is used to manage the risk of both contingent and uncertain events and is also a means of protection from financial loss. The Risk and Compliance Committee is responsible for approving the Group’s overall insurance program and annually reviews the Group’s key policies around property, public liability, directors and officers, professional indemnity, workers compensation and other specific market and business related insurances.	7.4

Remuneration Recommendation Remuneration and Nomination Committee 8.1 The Board established the Remuneration and Nomination Committee, and in addition to its other responsibilities, it has developed policies dealing with fixed remuneration, Short Term Incentives (‘STI’) and Long Term Incentives (‘LTI’).

The Committee meets as required to consider and recommend to the Board, the remuneration policy and the specific remuneration arrangements for Non-Executive Directors, the Group Chief Executive Officer, other key management personnel and senior executives. In addition, the Committee considers and is responsible for the oversight of remuneration aspects which have a bearing upon all employees across the Consolidated Entity, including STI, LTI, superannuation/pension entitlements and termination payments. The Committee is also responsible for certain other related human resources policies and oversees a succession planning exercise for key operational roles.

The Committee has adequate resources and the appropriate authority to discharge its duties and responsibilities and directly engages with external consultants, proxy advisers and major investors. During the current financial year, the Chairman of the Board and the Chairman of the Committee engaged directly with proxy advisers and major investors to understand their viewpoint on issues relating to remuneration and Board composition. The Committee considers that this is an important aspect of its work and the Committee has evaluated the issues raised in a systematic manner.

Further information about the Committee including its composition and Members’ attendance at meetings is set out on page 6 of this Statement.

13

Remuneration	Recommendation
Directors’ remuneration Goodman follows the principles of remuneration for Non-Executive Directors that are set out in the Principles and Recommendations. Non-Executive Directors receive fixed fees from within the fee pool approved by securityholders at the 2006 Annual General Meeting. Non-Executive Directors do not receive incentive or at risk cash or equity based remuneration while retirement benefits are limited to superannuation. The Board has adopted a policy that requires Non–Executive Directors to accumulate and hold Goodman securities with a value equivalent to twice their annual base fees. Where this is not already satisfied, Directors apply 25% of their net base fees to the acquisition of Goodman securities until that value of securities is held. For the purpose of this policy, the value of each parcel acquired is the higher of the purchase price or market value at the end of the financial year. The fees of each Non-Executive Director are disclosed on page 37 in the Directors’ Report included in the 2017 Goodman GroupAnnual Reportwhich is published on Goodman’s website.	8.2
Executive remuneration Goodman follows the principles of remuneration that are set out in the Principles and Recommendations. These include a policy of rewarding employees with a mixture of fixed, performance-linked and equity based remuneration. In relation to equity based remuneration, under the Securities Trading Policy, Directors and employees are not allowed to enter into derivative contracts that hedge their exposure to movements in the price of Goodman securities that have not vested. This is in addition to similar restrictions that apply under the Corporations Act to key management personnel. Executives appointed to Goodman enter into contracts of employment setting out the terms of their employment including the obligation to comply with the Group’s policies. Further information in relation to the remuneration policies and executive employment terms is set out in the Remuneration Report on pages 22 to 43 in the Directors’ Report. The salary and/or fees of each Executive Director and other key management personnel are disclosed on page 38 in the Directors’ Report included in the 2017 Goodman Group Annual Report which is published on Goodman’s website.	1.3, 8.2, 8.3

Engagement with stakeholders	Recommendation
Timely and balanced disclosure Goodman is committed to providing timely, balanced and readily available disclosure of material information to Securityholders, the investment community generally, other stakeholders and regulators. It believes that ethical and responsible decision- making is critical to the success of its business. Goodman also believes that the	5.1

14

Engagement with stakeholders Recommendation transparency of these processes promotes market and Securityholder confidence in its integrity and sustainability. Goodman’s Continuous Disclosure Policy outlines the procedures followed internally to facilitate compliance with continuous disclosure laws and timely and full disclosure of material through the ASX. Goodman’s senior executives, including the Group Head of Stakeholder Relations and Company Secretary, regularly meet to consider operational matters and regulatory compliance including the consideration of identified potential transactions that may require disclosure. In particular, this includes significant corporate, property or financing transactions by the Group or its managed partnerships.

The Group Head of Stakeholder Relations and the Company Secretary (Communications Officer) review all filings prior to lodgement with ASIC or the ASX and are responsible for ensuring timely lodgement of all documentation. The Company Secretary also has responsibility for all communications with the ASX.

Following receipt of confirmation of lodgement and the release of announcements, relevant information is then published on Goodman’s website at www.goodman.com.

The Board’s policy is to review and approve announcements on key transactions as well as periodic or other mandatory disclosures of announcements concerning:

• Half Year and Full Year financial statements and results;

• • Annual Reports;

• Investor or market updates (especially when including new price sensitive information); + Extraordinary or Annual General Meetings; + disclosure documents concerning the issue of securities; + transactions that will require Securityholder approval (such as related party transactions, and matters requiring Board recommendations); and + corporate transactions such as takeovers or schemes.

• disclosure documents concerning the issue of securities;

All announcements are reported to the Board and a record is made of where the announcement has been reviewed by the Board.

The Continuous Disclosure Policy also sets out when trading halts are to be used, how to respond to market speculation and guidelines regarding how communications are to be made through differing forms of media.

Information on continuous disclosure is made available to all employees on commencement of employment. Goodman’s Continuous Disclosure Policy is available on its website at www.goodman.com.

Communication with Securityholders

6.1, 6.2, 6.3, 6.4

Goodman has implemented a number of processes in order to facilitate the effective and efficient exercise by Securityholders of their rights.

Goodman communicates information to Securityholders through a range of media, including annual reports, half year results, quarterly updates, email alerts, investor newsletters, general communications and ASX announcements. Goodman’s policy

15

Engagement with stakeholders Recommendation

and procedures in relation to investor communications are incorporated into its Continuous Disclosure Policy.

Goodman’s website at Policies, charters and other governance documents and Goodman's Investor Centre both include extensive information about Goodman’s corporate governance including information about the Board, executives, constituent documents, policies and charters.

To broaden the visibility of Goodman’s communications and to increase the range of content available to Securityholders, Goodman has adopted the use of social media through Twitter at www.twitter.com/Goodman_Group and LinkedIn https://www.linkedin.com/company/11166/.

Securityholders can raise questions by contacting Goodman by telephone, facsimile, email or post. Contact details are provided on the website, Annual Report and other communications. Securityholders are also able to receive communications from, and send communications to Goodman and its registry electronically.

Annually, Goodman holds an Investor Strategy day where Securityholders have the opportunity to hear market update presentations on all regional Goodman operations and ask questions of Goodman senior executives. The presentations are webcast live for Securityholders who are unable to attend.

Securityholders are invited to attend the AGMs either in person or by proxy. The Board regards the meetings as an important forum in which to discuss issues relevant to Goodman. The Board encourages full participation of Securityholders at these meetings so there is a high level of accountability and identification with Goodman’s strategy and objectives. Securityholders are invited to submit questions to the external auditor for discussion at the AGM.

The meeting is webcast to further inform Securityholders who are unable to attend and the address of the Chairman is immediately announced to the ASX. Voting results (including a summary of proxy voting) on matters considered at the meeting are released to the ASX as soon as they are determined.

Complaints handling

6.2

Goodman has both internal and external complaints handling procedures. Complaints in relation to ethical concerns can be raised anonymously via Godman’s website. Investor Relations responds to Securityholder enquiries and complaints and provides a thorough and transparent communications service to Securityholders. GFM is also a member of the Financial Ombudsman Service, an external industry complaints handling service.

People and conduct	Recommendation
Overview Goodman stipulates the standards of ethical behaviour expected of Directors and employees in its Code of Conduct and requires the observance of those standards. The Code of Conduct and accompanying core policies on conflicts of interest, continuous disclosure, dealing with public officials, gifts, ethical concerns, related	3.1

16

People and conduct	Recommendation
party dealings, securities trading and sustainability are available on Goodman’s website atwww.goodman.com.
Responsible and ethical decision making In addition to the laws and responsibilities which apply specifically to Directors, the Board has endorsed aCode of Conductwhich applies to Directors and employees of Goodman, a copy of which is published on Goodman’s website. The Code of Conduct requires Directors and employees to, among other things: +keep abreast of Goodman’s policies and procedures, and where necessary sign acknowledgements that they have read these policies; +maintain appropriate standards of workplace behaviour; +comply with the Group Diversity and Inclusion Policy; +co-operate fully with any investigations relating to Goodman’s policies; +comply with the Group’s Security Trading Policy; +notify the Company Secretary in writing if they are required by any regulatory body to provide information, answer charges or face proceedings in respect of any matter arising during their tenure with Goodman; +keep any and all Goodman information confidential except as necessary for marketing Goodman products and services; +notify their direct manager, regional CEO or regional Legal, Risk or HR Executive or Group Legal, Risk or HR Executive, if they have reason to suspect fraud, corrupt, criminal or unethical conduct by any Director or employee of Goodman; and +not make or accept payment or any other benefit in money or kind as an inducement or reward for any act or in connection with any matter or business transaction undertaken by or on behalf of Goodman and comply with the Gifts and Entertainment Policy. The aim of the Code of Conduct is to establish a high standard of conduct and to communicate this to the Directors and employees. Expectations regarding fairness, honesty and the treatment of confidential information are made explicit. The Code of Conduct also charges all employees with responsibility for reporting unethical or corrupt conduct. The Code of Conduct is provided to Directors upon appointment and all employees upon commencement. The Code of Conduct is supported by a framework of policies that set out Goodman’s approach to meeting its legal obligations and the expectations of stakeholders for responsible and ethical decision-making. Key policies forming part of the framework are set out below.	3.1
Securities trading The Securities Trading Policy,a copy of which is published on Goodman’s website is made available to Directors on their appointment and employees on their commencement. The policy prohibits Directors and employees from trading in Goodman securities when in possession of ‘inside information’ (being non-public price sensitive information). It also prohibits the communication of inside information	3.1

17

People and conduct Recommendation to any other person who is likely to purchase or sell Goodman securities or who is likely to procure a third party to purchase or sell those securities. Under the Securities Trading Policy and the law a Director or employee may only acquire or sell Goodman securities when he or she is not in possession of inside information. To avoid any adverse inference being drawn of unfair dealing, Directors and employees are not to deal in Goodman securities during the two week period before the end of a financial period through to the release of Goodman’s half year or full year results. A trading blackout is notified to Directors and employees during those times and may also be notified by the Company Secretary or Group CEO at other times when considered appropriate. Directors or employees may apply, on the basis of hardship, for consent to trade from the Chairman or Group CEO notwithstanding that a trading blackout might otherwise apply. However, approval is not given during a trading blackout unless the Group CEO or Chairman is satisfied of the circumstances amounting to hardship and that the person is not in possession of inside information. Directors and employees are not allowed to engage in short term trading of Goodman securities under the Securities Trading Policy nor are Directors or senior executives allowed to enter into derivative contracts that hedge their exposure to movements in the price of Goodman securities that have not vested.

the Group CEO or Chairman is satisfied of the circumstances amounting to hardship and that the person is not in possession of inside information. Directors and employees are not allowed to engage in short term trading of Goodman securities under the Securities Trading Policy nor are Directors or senior executives allowed to enter into derivative contracts that hedge their exposure to movements in the price of Goodman securities that have not vested.
The Securities Trading Policy applies to decisions to sell Goodman securities by a
mortgagee, chargee or margin lender under a margin loan or other financing
arrangements.
Any trade in breach of the Securities Trading Policy must be immediately disclosed
to the Company Secretary for reporting to, and consideration by, the Board.
Conflicts of interest	3.1
Goodman has a Conflicts of Interest Policy in accordance with its commitment to
conducting its business ethically and with integrity. Directors, employees and
consultants are required to comply with the Conflicts of Interest Policy. The purpose
of this Policy is to outline the procedures in place to control and avoid conflicts of
interest by identifying, assessing, managing and reporting on the types of conflicts of
interest which Goodman anticipates will affect or arise from its business. The Policy
covers the mechanisms to:
+identify conflicts of interest;
+manage conflicts of interest by assessing and evaluating actual or potential
conflicts, and decide upon and implement an appropriate response to those
matters; and
+maintain written records that demonstrate how Goodman manages conflicts.
Related parties	3.1
Goodman has implemented aRelated Party Policywhich sets out the basic
principles for dealing with transactions between Goodman and its managed
partnerships. These principles are in addition to any legal requirements including
under the_Corporations Act 2001_(Cth) and ASX Listing Rules.
Gifts and entertainment	3.1
Goodman has a Gifts and Entertainment Policy to provide guidance to employees
about the appropriate use of gifts and entertainment in building and maintaining

18

People and conduct	Recommendation
good business relationships with Goodman’s customers, capital partners, suppliers, contractors, agents and any other external parties. The giving and receiving of business related gifts and entertainment needs to be both lawful and not unduly influence business decision making. The policy sets out what is considered reasonable in relation to gifts and entertainment and processes are in place to monitor and approve gifts and entertainment. The giving of gifts to Public Officials is subject to the Dealing with Public Officials Policy (see below).
Dealing with public officials Goodman’s Dealing with Public Officials Policy sets out its commitment to conducting its business in accordance with applicable laws and regulations and in a way which will maintain and enhance its reputation in the market. One aspect of this commitment is that Goodman behaves in a professional, honest and responsible manner and avoids any conduct which may be considered to be corrupt or contrary to good corporate ethics. Goodman strictly prohibits any activity that seeks to bribe, corrupt or otherwise improperly influence a public official or third party in any country or to act (or omit to act) in a way that differs from that official’s proper duties, obligations and standards of conduct. The Dealing with Public Officials Policy outlines the general prohibitions against bribery and corruption of public officials (both in Australia and overseas), the procedures around dealing with public officials, and the detection and reporting of bribery and corruption.	3.1
Political donations policy Goodman has aPolitical Donations Policyto demonstrate its commitment to conducting its business with integrity. Under the policy, Goodman prohibits the making of donations to political parties, elected members, candidates or groups of candidates, third party campaigners or Government employees and Goodman will not contribute funds for membership or affiliation to political parties or individuals. However, Goodman may pay for Directors, Officers or employees to attend a political function on behalf of Goodman where it is lawful to do so, and there is a corporate benefit to Goodman, and the prior approval from the relevant officer has been obtained.	3.1
Ethical concerns Goodman is committed to conducting business in a culture of integrity, compliance and ethical behaviour. Goodman has a responsibility to its employees, Securityholders and customers to safeguard against any attempts of fraud, bribery and corruption. In light of this, and its belief in the importance of having a mechanism for the reporting of wrongdoing and protecting those who report wrongdoing, Goodman has anEthical Concerns Policy.This Policy encourages employees, management, contractors and other third parties to report instances of improper behaviour.	3.1
Safety Goodman recognises its obligations under the safety legislation and is committed to the implementation and proper management of appropriate risk management procedures to protect the safety of its employees, contractors, customers and visitors. Goodman’s commitment to safety extends to all facets of its business with

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People and conduct Recommendation the overall responsibility for safety resting at the highest level of management and the Board. However, every employee is also required to comply with safety policies and perform all duties in a safe and responsible manner. Goodman has implemented a Safety management program and an online Contractor induction system. Modern Slavery 3.1 Goodman is committed to responsible operations and supply chain management free from modern slavery and human trafficking. Goodman aims to comply with applicable laws and regulations in relation to responsible supply chain management to identify, manage and respond to human rights risks in their operations and supply chains.

Goodman will not knowingly engage in, or deal or partner with any suppliers who engage in slavery or human trafficking. Any supplier or contractor invited to submit a tender or provide services to Goodman are required to do so on the condition that they do not engage in slavery or human trafficking in their supply chains.

Goodman will review any suspicious activity within Goodman’s operations and supply chains and any clear and substantial breach of modern slavery and human trafficking will be taken seriously including contract termination or referral to the authorities.

Goodman’s approach to anti-slavery is aligned to several Goodman policies relating to conduct and ethical behaviour. Training is provided to employees involved in supply chain management and procurement and any concerns about slavery or human trafficking can be raised in accordance with the Ethical Concerns Policy.

Goodman’s UK operations are subject to the UK Modern Slavery Act 2015 and have a published a statement in accordance with that Act.

Diversity

Recommendation

Diversity Goodman’s Diversity Policy,a copy of which is published on Goodman’s website aims to provide a work environment that values diversity and inclusion in all locations around the world. This is consistent with two of Goodman’s corporate values (‘Goodman Values’) which are Open+Fair and Team+Respect. The Policy provides that Goodman will: +strive towards workplaces that are free of harassment and unlawful discrimination; +recruit, appoint and promote on the basis of merit; +provide equal access for all employees for personal development, management skills development and career path opportunities; +recognise cultural differences that exist around the world; +be aware of and accommodate the needs of individuals with family and carer responsibilities, through flexible and contemporary work practices;

1.5

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Diversity	Recommendation
+be aware of customers’ diversity and their expectations; +create an inclusive work environment, where ideas and opinions are shared for the overall benefit of the Group; +contribute to the community through a range of philanthropic channels; +create and implement programmes that aim to increase career advancement opportunities for female employees across the business globally; and +support and achieve the above objectives by inclusion of these within key performance indicators for senior management and update the Board on progress.
Policy Implementation and Initiatives The Group’s strategic objective is to facilitate the opportunity for career advancement for high potential female employees and that barriers to this are eliminated where possible. The Group has several initiatives in place to advance this objective and to assist employees in balancing the requirements of work and family. These initiatives are: +Training based – through general and specific career coaching for groups and individuals to assist individuals to drive their own career development activities; +Mentoring based – providing more targeted career advice and workplace mentoring and support for employees identified as high potential; and +Policy enhancements – review of specific policy items that could assist female employees to return to work after a period of maternity leave and to better balance the requirements of work and family.	1.5
Gender Diversity Strategy Objectives The Group’s strategy is to allow all employees to reach their potential and many of its initiatives are targeted at employees below the executive levels. In particular, it is the objective of the Group’s gender diversity strategy to increase the representation of female employees at senior levels. This remains an ongoing and long-term objective given the long lead times that are required to develop future talent and position employees for more senior roles. The Group has a relatively stable management structure with minimal voluntary turnover meaning that opportunities for rapid career advancement do not exist as they may in other organisations.	1.5
The Group measures gender diversity representation having regard to the organisational structure, proximity to the CEO in reporting, scope and content of roles. In reporting on the representation of female employees at the Senior Executive level the Group also considers it appropriate to consider those female employees at the Executive level. This group is a pool from which Goodman’s Senior Executives would be selected in the absence of external appointments and is also indicative of the progress that is being made to increase gender diversity at the Senior Executive level. For the purposes of the Group’s Diversity Strategy the following definitions and Targets are applied:

The Group measures gender diversity representation having regard to the organisational structure, proximity to the CEO in reporting, scope and content of roles.

In reporting on the representation of female employees at the Senior Executive level the Group also considers it appropriate to consider those female employees at the Executive level. This group is a pool from which Goodman’s Senior Executives would be selected in the absence of external appointments and is also indicative of the progress that is being made to increase gender diversity at the Senior Executive level. For the purposes of the Group’s Diversity Strategy the following definitions and Targets are applied:

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	Diversity			Recommendation
	Level	Role characteristics	Target
	Senior	Independent Roles with highest complexity, leading a function,	25-35%
	Executive	business unit or region across multiple geographies. High
		discretion and autonomy. Will manage a team of individuals
		with specific and distinct objectives. High commercial impact.
	Executive	Sub-regional business role or functional specialist with high	35-45%
		complexity, risk profile and/or commercial outcomes. May
		have team management responsibility.

The Group’s policy acknowledges that progress will depend on the general level of change at the Senior Executive and Executive levels, the Group’s growth and opportunities, and the skills and suitability of individuals to fill those opportunities amongst other factors and that they remain long-term targets.

In respect of the Group’s performance against the Targets, for the period 30 June 2016 to 30 June 2017 the representation of females within the Senior Executive category slightly increased from 18% to 20%.

With regard to the Executive category, the representation over the same period remained unchanged at 28%. The Executive category remains a focus on the basis that the category provides a future pool of candidates for senior management positions around the Group. Organisational structure changes occurred throughout the period, which resulted in increased job scope for several employees. Whilst the overall percentage of females within this category remained static, it is considered that the increase in job scope and profile will position the affected females well for future Senior Executive roles.

In 2017, the Group further supported increasing the female representation by ensuring employees have access to a range of development opportunities which were more comprehensive and targeted than in previous years. A major focus remains on Leadership and Management programmes across all levels from emerging leaders to senior executives. In respect of female executives this includes providing structured ongoing and robust capabilities-based training, along with coaching and mentoring. These programmes are designed, customised and delivered in house to meet our leadership needs as an organisation and so individuals are supported based on their specific development requirements. During 2017 the Group has invested heavily in behavioural management training and commenced the implementation of a leading comprehensive Learning Management System, designed to deliver targeted learning content to all employees. The Goodman Values, which require employees to demonstrate behaviours that (amongst other outcomes) support diversity, inclusion, teamwork and communication were the subject of a major global internal campaign.

On an overall basis, the gender representation of Goodman employees as at 30 June 2017 remained relatively unchanged from 2016 at 55% male and 45% female.

With regards to gender diversity of the Board, as at the date of this statement two of the eleven Directors (18%) are women.

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