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Region : FY24 Corporate Governance Statement
Region : FY24 Corporate Governance
About this update from Region Group
FY24 Corporate Governance Statement Supporting better communities through life's essentials. FY24 Corporate Governance Statement FY24 Corporate Governance Statement Region Group is an internally-managed real estate investment trust and is listed on the Australian Securities Exchange (ASX: RGN). Region Group (RGN or the Group) is comprised of Region RE Limited (ACN 158 809 (Region RE or Company), the Responsible Entity to the Region Management Trust (ARSN 160 612 626) and the Region Retail Trust (ARSN 160 612 788) (each a Trust and, together, Trusts). The securities of each Trust are stapled together. The Group is subject to regulation from multiple sources, including: ASX Listing Rules; Corporations Act 2001 (Cth) (Act) - as a company, as a holder of an Australian Financial Services Licence and as registered managed investment schemes; Trusts' Constitutions; and Trusts' Compliance Plans. The Board of Region RE (Board), together with Management, recognise the value to the business's stakeholders of establishing and maintaining best practice corporate governance systems. The Group's governance systems are reviewed and monitored by the Board and reflect the requirements of the market regulators and the expectations of stapled security holders (security holders), market participants and other stakeholders. This corporate governance statement outlines the governance systems in effect during the period from 1 July 2023 to 30 June 2024 (Reporting Period) by reference to the 4 th edition of the ASX Corporate Governance Principles and Recommendations (Recommendations) and to the Act. As at 30 June 2024, the Group was compliant with the Recommendations. The Board and Committee charters and the Group's policies referred to in this statement can be found on Region Group's website: https://regiongroup.au/about-us/corporate-governance/ . This statement was approved by the Board on 2 September 2024. FY24 Corporate Governance Statement Contents PRINCIPLE 1 Lay solid foundations for management and oversight 4 PRINCIPLE 2 Structure the board to be effective and add value 9 PRINCIPLE 3 Instil a culture of acting lawfully, ethically and responsibly 14 PRINCIPLE 4 Safeguard the integrity of corporate reports 17 PRINCIPLE 5 Make timely and balanced disclosure 20 PRINCIPLE 6 Respect the rights of security holders 21 PRINCIPLE 7 Recognise and manage risk 23 PRINCIPLE 8 Remunerate fairly and responsibly 26 2 3 FY24 Corporate Governance Statement FY24 Corporate Governance Statement Principle 1 Lay solid foundations for management and oversight A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance. RECOMMENDATION 1.1 A listed entity should have and disclose a board charter setting out: The Board is committed to the ongoing safety and wellbeing of the Group's stakeholders and undertakes appropriate due diligence to ensure Management is taking all reasonable steps to ensure health and safety at RGN's centres and for all RGN employees. Workplace health, safety and environment (WHSE) is a standing agenda item at each Board meeting. Refer to the Sustainability Report, which is available at https://regiongroup.au/ sustainability/ for details of the Group's activities in respect of WHSE in the Reporting Period. The qualifications and experience of the Directors of the Board, the number of Board meetings and Committee meetings held and the number of meetings attended by each Director in the Reporting Period are set out in the Directors' Report, starting on page 30 of RGN's FY24 Annual Report, which is available at https://regiongroup.au/ investor-centre/reports-presentations/ . The Board Charter and Committee charters are available at https://regiongroup.au/about-us/ corporate-governance/ . the respective roles and responsibilities of its board and management; and those matters expressly reserved to the board and those delegated to management. RECOMMENDATION 1.2 A listed entity should: The primary role of the Board is to represent the interests of security holders by managing delivery of the Group's corporate strategies, policies and performance. The Board has adopted a charter (Board Charter) that establishes and discloses the respective roles and responsibilities of the Board and of Management. considering any social, ethical and environmental impact of operations; approving the Group's statement of values and Code of Conduct to underpin the desired culture within the Group; and appointing the Chair and Committee Chairs. undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and 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 responsibilities retained by the Board include: reviewing strategic direction and approving corporate strategic initiatives; reviewing budgets and monitoring financial performance, including approval of major capital expenditure, acquisitions and divestments; overseeing the integrity of financial reporting, including external audit; appointing and evaluating the performance of the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and the Company Secretary; overseeing remuneration and succession planning for all Non-Executive Directors and Executive Key Management Personnel (KMP); reviewing and monitoring corporate governance policies and practices; overseeing the effectiveness of the risk management system; overseeing disclosure of material information; approving distributions calculated in accordance with the Trusts' Constitutions; The Board Charter sets out the particular responsibilities of the Chair and the process by which Directors can seek independent professional advice. The Board has established the following standing Committees to assist with carrying out its responsibilities: Audit, Risk Management and Compliance Committee; Nomination Committee; Remuneration Committee; and Investment Committee. Each Committee has its own charter which describes its delegated roles and responsibilities. The Board has delegated to the CEO the day-today management and operation of the Group's business. Under the terms of the Board Charter, the CEO is accountable to the Board for the exercise of the delegated authority and, with the support of senior management, must provide succinct, clear, verifiable and high-quality reports and information to the Board that will enable the Board to effectively discharge its duties. In accordance with the processes and procedures set out in the Group's Nomination Committee Charter, satisfactory confirmation as to any Director-candidate's character, experience, education and qualifications and lack of criminal record or bankruptcy history must be sought. Prior to an appointment, any Director-candidate must confirm that they consider they have adequate time to dedicate to the affairs of the Group. Prior to the appointment of any employee, independent comprehensive background checks are undertaken including reference checks, assessment of experience, employment history, education, criminal record and bankruptcy history. In accordance with Region RE's Constitution, the Board has determined that Mr James and Ms Laughton will stand for re-election at the 2024 Annual General Meeting (AGM). Information about Mr James' and Ms Laughton's re-election will be included in the Notice of Meeting for the Group's 2024 AGM. 4 5 FY24 Corporate Governance Statement RECOMMENDATION 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. FY24 Corporate Governance Statement if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. The terms of the appointment of each Non- Executive Director are set out in an appointment letter between Region RE and the Non-Executive Director. The appointment letters are reviewed regularly to ensure they accurately reflect the roles and responsibilities of each Non-Executive Director and Region RE's expectations of them. The Executive Director (CEO) and other Senior Executives have been appointed pursuant to a service agreement, and in the case of the Executive Director, the terms of his service agreement have been disclosed to the market. The Group's continued success depends largely on its staff, who must continually meet the high expectations of investors in the changing and competitive finance and property services industries. The Group depends, therefore, on the support of a body of competent, informed and motivated employees. As at 30 June 2024, the Group's gender related statistics were as follows: Female Board Directors 1 43% Female Non-Executive Directors 2 50% Female Executives in Leadership Positions 3 60% RECOMMENDATION 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. The Group's policies and processes support the creation of a working environment which promotes diversity, inclusion and belonging, including our Code of Conduct, Parental Leave Policy and Flexible Work Arrangements Policy. In 2020, the Group set a 40:40:20 gender diversity measurable objective (40% male, 40% female and 20% any gender) in respect of leadership positions, Female Executives in Senior Management 4 63% Female employees 56% The Remuneration Committee closely monitors diversity and related activities and reports to the Board on the effectiveness of the Group's diversity- related initiatives. Region RE's Company Secretary is accountable directly to the Board through the Chair on all matters to do with the proper functioning of the Board, and the decision to appoint or remove the Company Secretary rests with the Board. Details of the Board's delegation of authority to the Company Secretary are set out in the Board Charter. While the Company Secretary reports directly to the Board, the Board has delegated certain functional reporting obligations to the CEO. Each Director is able to communicate directly with the Company Secretary and the Company Secretary may communicate directly with each Director. Non-Executive Directors and total employees to achieve over time. As at 30 June 2024, the Group had achieved each of these measurable objectives. The Group's Diversity and Inclusion Policy is available at https://regiongroup.au/about-us/corporate- governance/ . The Group is not a "relevant employer" under the Workplace Gender Equality Act. RECOMMENDATION 1.5 A listed entity should: have and disclose a diversity policy; through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and disclose in relation to each reporting period: The measurable objectives set for that period to achieve gender diversity; the entity's progress towards achieving those objectives; and either: the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or Percentage of all Board Directors. Percentage of Non-Executive Board Directors. Leadership positions means the Chief Legal and Investment Officer/Company Secretary, Head of Human Resources, Chief Financial Officer, Group General Manager - Property and Chief Executive Officer. Senior Management means the Chief Executive Officer, his direct or functional reports and certain of their reports who have responsibility for an area and/or report regularly to the Board or a Committee of the Board on the performance of that area. 6 7 FY24 Corporate Governance Statement RECOMMENDATION 1.6 A listed entity should: have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. FY24 Corporate Governance Statement Principle 2 Structure the board to be effective and add value The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value. Each year consideration is given to the form of the Board performance evaluation, including whether an external facilitator should be used in the process. For the Reporting Period, the Nomination Committee recommended that the evaluation of the Board, including the Board's Committees, be conducted by way of confidential questionnaire. The questionnaire included questions on those areas identified for improvement in previous cycles as well as areas appropriate for examination during this Reporting Period. During this Reporting Period, the results of the performance questionnaires were considered by the Board and the Board Committees, with each Director (Non-Executive and Executive) having completed the Board and Board Committee performance questionnaires. Individual Director performance was also evaluated during the Reporting Period. RECOMMENDATION 2.1 The board of a listed entity should: have a nomination committee which: has at least three members, a majority of whom are independent directors; and 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 RECOMMENDATION 1.7 A listed entity should: have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. 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 and independence and diversity to enable it to discharge its duties and responsibilities effectively. The Remuneration Committee assessed the The Remuneration Committee, together with the performance of the CEO and CFO against agreed Board, reported the findings to the CEO. formal financial and operational objectives and key performance indicators, in addition to agreed personal objectives for the Reporting Period. The Board has established a Nomination Committee. During the Reporting Period, the Nomination Committee comprised at least three Non-Executive Directors, all of whom were Independent Directors. The Nomination Committee was chaired by an Independent Director. The responsibilities of the Nomination Committee are set out in a Board-approved Nomination Committee Charter and include making recommendations to the Board in relation to: succession planning for the Board and Chair; succession planning for the CEO; developing and implementing plans for identifying, assessing and enhancing Director competencies; ensuring an effective Director induction process is in place; appointment and re-election of Directors; overseeing the recruitment of new Directors in accordance with the policy and procedure for selection and appointment of new Directors; and evaluating the performance of the Board, its Committees and individual Directors against appropriate measures. 8 9 FY24 Corporate Governance Statement FY24 Corporate Governance Statement The terms of the Nomination Committee Charter delegate authority to the Committee to: obtain independent professional advice; and obtain information to reasonably fulfil its duties. The Nomination Committee Charter is available at https://regiongroup.au/about-us/corporate- governance/ . The qualifications and experience of the members of the Nomination Committee, the number of meetings held and the number of meetings attended by each Nomination Committee member in the Reporting Period are set out in the Directors' Report, starting on page 30 of RGN's FY24 Annual Report, which is available at https://regiongroup.au/investor- centre/reports-presentations/ . THEME DESIRED SKILL/EXPERIENCE RATING DIRECTORS' ASSESSMENT Real Estate and REIT and/or property experience including the 5/7 Strong Retail Industry acquisition, development and management of Experience property assets Retailer/Supermarket experience 4/7 Adequate with strong experience including multi-channel retail provided by the Executive Director Capital Funds management 7/7 Strong Management and Funds RECOMMENDATION 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. Management Experience in capital management strategies 7/7 Strong including capital partnerships and debt and capital raisings Treasury and corporate finance experience 4/7 Adequate experience supported by the wider management team Strategy Experience as an executive or director in developing, 7/7 Strong To maximise the effectiveness with which it discharges its responsibilities, the Board ensures that it has an appropriate mix of skills, experience, diversity and expertise. At least annually, the Nomination Committee reviews the composition of the Board and makes recommendations to the Board in respect of the appropriateness of the skills mix of Directors, giving due consideration to the business' strategy and operations. Diversity is also considered; however, in this context, diversity is not limited to gender diversity. A summary of Region RE's Board Skills Matrix as at 30 June 2024 is set out overleaf. Additional commentary on the skills of Board members is included in the Directors' Report, starting on page 30 of RGN's FY24 Annual Report, which is available at https://regiongroup.au/investor-centre/reports- presentations/ . implementing and challenging strategic plans M & A experience 7/7 Strong Executive Senior Executive leadership experience 7/7 Strong Leadership Risk Management, Understanding of risk management frameworks and 7/7 Strong Compliance and controls and the identification and assessment of risk Workplace Health and Safety Workplace health and safety experience 6/7 Strong Knowledge and experience in best practice 7/7 Strong governance structures and processes Environment and Experience in environmental, social responsibility 4/7 Adequate experience supported by the Sustainability or sustainability initiatives wider management team People Senior experience in people management and 7/7 Strong Management/ overseeing strategic human resource management Culture Digital Innovation Experience in technological transformation/systems 4/7 Adequate experience supported by the or Disruption including change management wider management team 10 11 FY24 Corporate Governance Statement RECOMMENDATION 2.3 A listed entity should disclose: the names of the directors considered by the board to be independent directors; if a director has an interest, position 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 or relationship in question and an explanation of why the board is of that opinion; and the length of service of each director. As at 30 June 2024, the Board comprised seven Directors, six of whom the Board considered to be Independent Directors. The Region RE Directors, as at 30 June 2024, were: FY24 Corporate Governance Statement RECOMMENDATION 2.4 A majority of the board of a listed entity should be independent directors. See response to Recommendation 2.3. RECOMMENDATION 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. DIRECTOR'S NAME EXECUTIVE OR NON-EXECUTIVE INDEPENDENT DATE FIRST APPOINTED Steven Crane Non-Executive Independent 13 December 2018 Beth Laughton Non-Executive Independent 13 December 2018 Belinda Robson Non-Executive Independent 27 September 2012 Angus James Non-Executive Independent 09 December 2021 Michael Herring Non-Executive Independent 18 August 2022 Antoinette Milis Non-Executive Independent 08 December 2022 Anthony Mellowes Executive (CEO) Non-Independent 02 October 2012 The roles of the Chair of the Board and the CEO are held by separate Directors. The Board has elected Steven Crane as Chair of the Board. The Board is satisfied Mr Crane is and was for the entire Reporting Period an Independent Director. Mr Crane's details are provided in the Directors' Report, starting on page 30 of RGN's FY24 Annual Report, which is available at https:// regiongroup.au/investor-centre/reports- presentations/ . Anthony Mellowes was appointed as CEO with effect from 1 July 2013. Details of Mr Mellowes' experience are included in the Directors' Report, starting on page 30 of RGN's FY24 Annual Report, which is available at https://regiongroup.au/ investor-centre/reports-presentations/ . RECOMMENDATION 2.6 The Board considers a Director Independent if they: • are not a substantial security holder in the Group, nor an officer of or otherwise associated directly with a substantial security holder of the Group; • are not a member of Management and have not been employed in an Executive capacity by the • have not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of the Group; and • are free from any business or other relationship that could materially interfere with, or could A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. Group in the last three years; • have not, within the last three years, been a partner, director or senior employee of a material professional adviser to the Group; • are not a material supplier to or customer or tenant of the Group, nor an officer of or otherwise associated directly or indirectly with a material supplier, customer or tenant; • do not have a material contractual relationship with the Group in any capacity other than as Director; • do not have close family ties with any person who falls within any of the categories described above; reasonably be perceived to materially interfere with, the independent exercise of their judgement. The Board regularly assesses whether each Non- Executive Director is Independent. Each Non- Executive Director provides the Board with the information necessary for the Board to assess whether they remain an Independent Director under the above criteria. No Non-Executive Director that the Board has determined is an Independent Director has an interest, position, association or relationship ("connection") of the type noted above that has caused the Directors to have to consider their independence in spite of that connection. The Company Secretary provides new Directors with copies of the Group's Board and Committee charters and the policies and procedures relevant to the role of a Director. They are provided with copies of past Financial Statements and Board and Committee papers, as well as full access to those members of management the new Director considers would be useful for them to meet. The Company Secretary brings to the attention of the Board changes in laws relevant to their role as a Director of the Group, and Board members are encouraged at Board meetings to share experiences learned in other roles. Directors are provided with continuing education and professional development opportunities to update and enhance their skills and knowledge needed to perform their role effectively. 12 13 FY24 Corporate Governance Statement Principle 3 Instil a culture of acting lawfully, ethically and responsibly A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly. FY24 Corporate Governance Statement RECOMMENDATION 3.2 A listed entity should: have and disclose a code of conduct for its directors, senior executives and employees; and ensure that the board or a committee of the board is informed of any material breaches of that code. RECOMMENDATION 3.1 A listed entity should articulate and disclose its values. The Group has a Code of Conduct that is a reference point for the standards and behaviours required of all Directors, officers and staff members. The Code of Conduct references the Group's purpose and values and underscores the commitment of the Group to: The Code of Conduct is reviewed on a regular basis in response to changes in the Group's operational and regulatory environment. Staff members are provided with regular training on the Code of Conduct, and those policies and procedures referred to in the Code of Conduct, both on joining The Board endorses the Group's overarching purpose and values. The Group's purpose is: Supporting better communities through life's essentials. This purpose is underpinned by the Group's values, which in turn drive the Group's culture. The Group's values are: Innovation - we embrace doing things differently to get people what they need, when and how they want it; Trust - our word is our bond; Collaboration - we achieve and grow together as one team; and Leadership - we stand for what people need and show the way forward. Underpinning the core values is the foundation principle that the Group always acts lawfully, ethically and responsibly. The purpose and values are fundamental to the Group's engagement with its customers, being its retail partners, shoppers, and investors. the maintenance of high ethical standards, integrity and respect in all business relationships; honest, responsible and fair conduct; compliance with all laws and regulations applicable to the Group's operations; identification and effective management of actual or potential conflicts of interest; transparency in respect of any gift or benefits, donations and political activity; prohibiting any form of fraud, bribery or corruption; identifying and reporting breaches; providing and supporting processes and procedures that facilitate the reporting and investigation of any breaches; and compliance with the Group's delegation of authority and the Group's policies in relation to use of the Group's assets. and at least annually. On joining, staff members are required to confirm that they have read and understood the Code of Conduct. A copy of the Code of Conduct is available at https://regiongroup.au/about-us/corporate- governance/ . Any alleged breach of the Code of Conduct is investigated. A significant breach may result in termination of employment. Material breaches of any Group policy (including the Code of Conduct) are reported to the Audit, Risk Management and Compliance Committee along with remediation action taken to address the breach. 14 15 FY24 Corporate Governance Statement RECOMMENDATION 3.3 A listed entity should: have and disclose a whistleblower policy; and ensure that the board or a committee of the board is informed of any material incidents reported under that policy. FY24 Corporate Governance Statement Principle 4 Safeguard the integrity of corporate reports A listed entity should have appropriate processes to verify the integrity of its corporate reports. The Group is committed to conducting the Group's business with honesty, fairness and integrity. The Group's Whistleblower Policy & Procedure is an important element in deterring illegal, unethical and improper conduct. A copy of the Whistleblower Policy & Procedure is available at https://regiongroup.au/about-us/ corporate-governance/ . Eligible whistleblowers who make such disclosures are protected from any detrimental action or reprisal, and an independent external disclosure management service provider has been appointed to ensure, when requested, anonymity for those reporting incidents. Serious or substantial wrongdoing reported under the Whistleblower Policy & Procedure is reported to the Board. Any and all reporting has regard to applicable confidentiality requirements. RECOMMENDATION 4.1 The board of a listed entity should: have an audit committee which: has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and is chaired by an independent director, who is not the chair of the board, and disclose: RECOMMENDATION 3.4 A listed entity should: have and disclose an anti-bribery and corruption policy; and ensure that the board or a committee of the board is informed of any material breaches of that policy. the charter of the committee; the relevant qualifications and experience of the members of the committee; and 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 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. The Group strictly prohibits and does not condone Material breaches of any Group policy (including the any form of fraud, bribery or corruption. Anti-Fraud,Anti-Bribery & Anti-Corruption Policy) A copy of the Anti-Fraud,Anti-Bribery & Anti- are reported to the Audit, Risk Management and Compliance Committee along with remediation Corruption Policy is available at https://regiongroup. action taken to address the breach. au/about-us/corporate-governance/ . The Board has an Audit, Risk Management and Compliance Committee (ARMCC). During the Reporting Period, the ARMCC was comprised of at least three Non-Executive Directors, all of whom were Independent. The Chair of the ARMCC was an Independent Director who was not the Chair of the Board. The responsibilities of the ARMCC are set out in the Board-approved ARMCC Charter, and in respect of corporate reporting, include making recommendations to the Board in relation to: external audit function, including appointment and removal of the auditor, rotation of the audit partner, approving fees payable to the auditor for audit and non-audit work, oversight of audit scope, auditor independence, performance and provision of non-audit services; internal audit function, including appointment of external provider of internal audit service and scope and performance (refer to Recommendation 7.3 in this Statement for additional details of internal audit function); financial reporting and disclosure processes, including oversight of the application of critical accounting policies, review of the Financial Statements for accuracy and confirmation that the Financial Statements reflect a true and fair view of the Group's performance; and internal accounting and control systems. 16 17 FY24 Corporate Governance Statement FY24 Corporate Governance Statement The terms of the ARMCC Charter delegate authority to the ARMCC Committee to: obtain independent professional advice; obtain information to reasonably fulfil its duties; have access to the Group's records and personnel without Management present; and have access to the Group's internal and external auditors, with or without Management present. The ARMCC also has the responsibility of monitoring the effectiveness of the design, implementation and management of Region RE's Compliance Management Framework, including reviewing compliance-related policies, systems and processes and of making recommendations to the Board in respect of compliance matters. The members of the ARMCC, between them, have expertise in the areas of accounting, finance, laws and regulations and property. The qualifications and experience of the members of the ARMCC, the number of meetings held and the number of meetings attended by each ARMCC member in the Reporting Period, are set out in the Directors' Report, starting on page 30 of RGN's FY24 Annual Report, which is available at https://regiongroup.au/investor-centre/reports- presentations/ . The ARMCC Charter can be found at https:// regiongroup.au/about-us/corporate-governance/ . With regard to the financial records and systems of risk management and internal compliance and control of the Group for the relevant period: The financial records of the Group have been properly maintained in accordance with the Act; The statements made regarding the integrity of the Financial Statements are founded on a sound system of risk management and internal compliance and control; The risk management and internal compliance and control systems of the Group relating to financial reporting objectives are operating effectively, in all material respects; and Subsequent to the balance date, and up to the date of the relevant financial report, no changes or other matters have arisen that would have a material effect on the operation of the risk management and internal compliance and control systems of the Group; and With regard to solvency, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. RECOMMENDATION 4.2 The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained, and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the RECOMMENDATION 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. basis of a sound system of risk management and internal control which is operating effectively. Non-audited periodic corporate reports released to the market include the results presentations which accompany half year and full year Financial Reports and Directors' Report, as well as the Sustainability Report. • For all releases not subject to audit, financial information and statistics are verified by the relevant internal team, for example finance, legal; • Directors are provided with the opportunity In respect of both the half-year Financial Statements and the full-year Financial Statements, the CEO and the CFO confirm in writing to the Board that in their opinion: The Financial Statements and associated notes comply in all material respects with the applicable Accounting Standards as required by the Act; The Financial Statements and associated notes give a true and fair view of the financial position, as at the relevant balance date, and the performance of the Group for the relevant financial period; The verification protocols undertaken by Management include: Internal annual review conducted of the disclosures contained in the Financial Review in the Directors' Report; Half and full year results presentations verified against the Audited Financial Statements; Statistics and sustainability pathway included in the Sustainability Report verified by the relevant internal team and the Group's external sustainability consultant, Cundall, which in turn are reported through to the ARMCC; to provide input on the relevant document or announcement; and • Once verified by the relevant internal team and Directors' comments have been incorporated (and approved by the Board where required), all announcements are finally reviewed by the CEO, CFO and Chief Legal and Investment Officer/ Company Secretary prior to release to the ASX. The ARMCC and/or Board reviews the Investor Presentations, Sustainability Report, Corporate Governance Statement and Valuations. 18 19