2024 Corporate Governance Statement

SCENTRE GROUP2024 Corporate Governance Statement

Scentre Group owns and operates

42 Westfield destinations

in Australia and New Zealand

In this report

2024 reporting suite

Responsible Business

Report

Eternal Sunshine by artist Mali Isabel

Acknowledgement of Country

We acknowledge the Traditional Owners and communities of the lands on which our business operates.

We pay our respect to Aboriginal and

Torres Strait Islander cultures and to their Elders past and present.

We recognise the unique role of

Māori as Tangata Whenua of

Aotearoa/New Zealand.

SEE MORE ONLINE

Primary governance documents

Board Charter

Audit and Finance Committee Charter

Human Resources Committee Charter

Risk and Sustainability Committee Charter

Nomination and Governance Committee Charter

Code of Conduct - Acting with Integrity

Board Conflicts of Interest Policy

Roles and responsibilities

The role of the Board is to demonstrate leadership and provide strategic oversight and guidance for the Group as well as overseeing the effective management and delivery of the Group's Purpose, Plan and Ambition.

Board Charter

The Board Charter sets out the primary functions of the Board and the practices adopted to discharge its responsibilities, including the matters reserved for the Board and the delegation of authority to the Chief Executive Officer (CEO).

This framework supports accountability and a balance of authority by defining the respective roles and responsibilities of the Board and management. In turn, this enables the Board to maintain its focus on strategic guidance while exercising effective oversight of the Group.

The Board's current four standing committees (the Audit and Finance Committee, the Human Resources Committee, the Risk and Sustainability Committee, and the Nomination and Governance Committee) assist the Board in discharging its responsibilities.

The Board may also, from time to time, establish ad hoc Committees or request Board members to assist on working groups.

Under the Board Charter, the key responsibilities of the Board include:

• strategy, purpose and culture
• financial controls, risk management and compliance
• capital management, funding and liquidity
• people and remuneration
• board composition, performance and succession
• governance.

Board Chair

Our Chair, Ilana Atlas, is an independent non-executive Director.

The Chair is responsible for providing leadership to the Board, promoting and facilitating the effective contribution of all Directors and encouraging a culture of openness and debate to foster a high performing and collegiate Board.

The Chair is also responsible for:

• promoting a constructive and respectful relationship between the Board and management
• acting as the main interface between the Board and the CEO
• representing the Board externally, including to securityholders.

The Chair is also the chair of the Nomination and Governance Committee and attends all other Board Committee meetings.

Delegation to management

Our Managing Director and CEO is Elliott Rusanow.

Day-to-day management of the Group's business and operations is delegated by the Board to management through the CEO and is subject to the agreed authority limits applicable to the CEO and the executive leadership team.

The CEO, together with the executive leadership team, is responsible to the Board for the development and implementation of the Group's strategy and the overall management and performance of the Group.

The CEO reports regularly to the Board on the progress being made by the Group in all aspects of the business including the four pillars of the Group's responsible business strategy: community, people, environment and economic performance.

The CEO is responsible for management providing the Board with accurate, timely and clear information on the Group's operations and other matters affecting the Group to enable the Board to perform its responsibilities.

Role of the Company Secretary

The Company Secretary is directly accountable to the Board, through the Chair, on all matters relating to the proper functioning of the Board. The Company Secretary works with the Chair, the Board and the Board Committees and is responsible for the smooth running of the Board and Board Committees and advising them on governance matters.

All Directors have access to the Company Secretary.

At the date of this statement the Company Secretaries are Maureen McGrath and Paul Giugni. Details of their qualifications and experience are set out in the Directors' Report in the 2024 Annual Report.

Board skills, experience and attributes

The Board has nine Directors: eight independent non-executive Directors and a Managing Director and CEO.

The Board is committed to having Directors who bring an appropriate mix of skills, experience, attributes and diversity to Board decision making. The application of these skills and capabilities enables the Board to contribute effectively to the decision making and governance of the Group.

All Directors are expected to comply with our Code of Conduct, to act with integrity, lead by example and promote the Group's culture. The Board considers that each non-executive Director has the attributes required to undertake the role of director including dedicating sufficient time to the role through their participation in Board and Committee meetings.

The Board has varied skills and experience ranging from strategy to risk management as well as operational expertise in running large businesses, financial decision making and leadership skills. The Board, supported by the Nomination and Governance Committee, has an ongoing succession planning and renewal program. The Board reviews its membership having regard to both the ongoing and evolving needs

of the business and factors such as independence, skills, experience and diversity of views.

The Board maintains a skills matrix to assist in this review. The skills matrix allows the Board to assess the current skills of Directors and to identify where new or the renewal of skills may be required. The skills matrix also assists in informing the continuing education of the Board. The skills matrix is at page 9.

The Board recognises gaps in advanced skills for real estate/social infrastructure which will continue to be considered as part of the Board's ongoing succession planning.

During the year, Stephen McCann retired from the Board. In October 2024, Craig Mitchell was appointed as an independent non-executive Director. Craig's skills and experience in the property industry, spanning retail, construction, development and funds management, complement and build on the skills of the Board.

Craig will stand for election at the Group's 2025 AGM.

Set out on the following pages are details of the Directors' experience and qualifications.

llana Atlas AO

Independent Non-Executive Chair

BJuris (Hons), LLB (Hons), LLM

NG

Experience

Ilana has extensive experience as a public company director and in executive and management roles. Ilana is a former director of ANZ Group Holdings Limited and former Chair of Coca-Cola Amatil. Ilana's last executive role was Group Executive, People, at Westpac, where she was responsible

for human resources, corporate affairs and sustainability. Prior to that role, Ilana was Group Secretary and General Counsel at Westpac. Before her career at Westpac, Ilana was a partner at the law firm Mallesons Stephen Jaques (now known as King & Wood Mallesons) where she practised corporate law as well as holding a number of management roles including Executive Partner, People and Information, and Managing Partner.

Elliott Rusanow

Managing Director and

Chief Executive Officer

Experience

Elliott first joined Scentre Group in April 2019 when he was appointed Chief Financial Officer leading the Group's finance, treasury, investor relations and capital transaction functions. Prior to Scentre Group, Elliott was the Chief Financial Officer at Westfield Corporation, based in the United States. Elliott joined Westfield in 1999 and held a number of senior executive leadership roles in Sydney, London and Los Angeles including Deputy Chief Financial Officer, Head of Corporate Finance, Director Finance United Kingdom & Europe and Director of Investor Relations & Equity Markets.

Prior to Westfield, Elliott worked at Bankers Trust Australia Limited.

Catherine Brenner

Independent Non-Executive Director

BEc, LLB, MBA

HR RS NG

Experience

Catherine has extensive business experience across a number of sectors. Catherine was a senior investment banker after starting her career as a corporate lawyer. Catherine was previously non-executive Chair of AMP Limited and a non-executive director of ASX companies including Boral Limited and Coca-Cola Amatil Limited. She has also been a member of the Takeovers Panel and a Trustee of the Sydney Opera House Trust, and of the Art Gallery of NSW, as well as holding board roles in other public and private organisations in the mining, financial services, property, biotech, logistics, visual and performing arts, education and government sectors.

Denotes Chair of Board/Committee

Michael Ihlein

Independent Non-Executive Director

AF RS

Experience

Mike is a highly experienced corporate and finance executive. Mike held the position of Chief Executive Officer of Brambles and Executive Director from July 2007 until his retirement in November 2009, following his appointment as Chief Financial Officer and Executive Director in March 2004. Prior to this, Mike had a long career with Coca-Cola Amatil Limited (and related companies) where he held the roles of Managing Director, Poland, and Chief Financial Officer and Executive Director. Mike was formerly a Director of Murray Goulburn Co-operative Co. Limited, Snowy Hydro Limited and

CSR Limited.

Carolyn Kay

Independent Non-Executive Director

LLB, BA, GradDip Mgmt

AF HR

Experience

Carolyn has had more than 30 years' experience in the finance sector as an executive and non-executive director.

As an executive Carolyn worked as a banker and lawyer at Morgan Stanley, JP Morgan and Linklaters & Paines in London, New York and Australia. Carolyn was formerly a Guardian of the Future Fund. Carolyn has been and remains a non-executive director of enterprises across a broad range of industries. She was awarded a Centenary Medal for services to Australian society in business leadership.

Craig Mitchell

Independent Non-Executive Director

BCom, FCPA, MBA (Exec) - AGSM, AMP - Harvard Business School

AF NG RS

Experience

Craig has more than 25 years' experience in the property industry spanning retail, construction, development and funds management. Craig is currently Global Chief Executive Officer of Northwest Healthcare Properties REIT, a role from which he will step down in mid-2025. He has previously held executive leadership roles as Chief Executive Officer at Grocon and as Chief Financial Officer, and then Executive Director and Chief Operating Officer at Dexus.

Craig has also held a number of non-profit director positions including Frensham School, where he spent five years as Deputy Chair of the Board and Chair of the Audit and Property Committees.

Current external appointments

Global CEO, NorthWest Healthcare

Properties REIT. Non-executive Director,

Vital Healthcare Property Trust.

Denotes Chair of Board/Committee

Experience

Guy is an accomplished business leader with a strong commercial and customer- focused background working in Australia and internationally. Guy has served as CEO, Wesfarmers Department Store Division (Kmart & Target); Managing Director, Kmart Australia & NZ; President, McDonald's Greater China; CEO, McDonald's Australia Ltd and Chair of Ronald McDonald House Children's Charities. Guy is most well-known for leading the corporate turnaround of Kmart Australia, creating the largest and most profitable retail department store in the country. A member of YPO since 2006, now with Lestari, the first Impact Chapter of YPO, he has consulted to businesses in China and Asia, served as a member on the Business Council of Australia, and won industry awards for leadership in diversity in employment.

Experience

Margie has more than 25 years' experience in senior executive roles in Australia and overseas, including in consumer goods, global publishing, sales and marketing, and the successful transition of traditional business models to digital environments. Prior to her non-executive career, Margie was the Managing Director of Random House Australia and New Zealand and President, Asia Development for Random House

Inc., a Director and then Chair of Penguin Random House Australia Pty Limited, and a Director of Ramsay Health Care Limited, Bank of Queensland Limited and the Australian Publishers Association. She also served on the Boards of Chief Executive Women (chairing its Scholarship Committee), the Powerhouse Museum and the Sydney Writers' Festival.

Experience

Mike is an experienced non-executive director with more than 30 years' executive experience in financial services in Australia and Asia, including insurance and investment management. He is the former Managing Director and CEO of Insurance Australia Group Limited (IAG), former Managing Director and CEO of Promina Group and former Managing Director of Tyndall Australia Limited. Mike has also served as a director of Alinta Limited, AMP Limited, Maple-Brown Abbott Limited, The Geneva Association, and the Australian Business and Community Network. He was a member of the Australian Government's Financial Sector Advisory Council for five years and a member of the Business Council of Australia for eight years. He was made an Officer of the Order of Australia in 2017 for distinguished service to the insurance industry, particularly to improved corporate social responsibility

standards, to the building of natural disaster resilience and safer communities, and to workplace diversity.

Current external appointments

Chair, QBE Insurance Group Limited. Chair,

Medibank Private Limited. Fellow, Australian

Institute of Company Directors. Fellow,

Chartered Accountants Australia and New

Zealand.

Denotes Chair of Board/Committee

The Nomination and Governance Committee undertook a review of our Board skills matrix. Several of the required skills were tailored to more closely reflect the Group's ambition and strategic objectives.

The skills matrix and a description of the skills are set out below. The skills matrix identifies opportunities for additional skills in the area of real estate / social infrastructure which the Committee and Board will continue to assess as part of ongoing succession planning.

Board skills matrix

Number of Board members

Leadership

Strategy

Financial acumen

Risk management

Real estate/social infrastructure

Customer experience

Capital management

Governance

People, conduct and culture

Environment and social

Developing   Proficient   Advanced

Board skills description

• Leadership - organisational, including senior executive leadership experience
• Strategy - experience in developing and implementing strategic business plans
• Financial acumen - experience in finance, including in financial accounting and reporting
• Risk management - understanding of risk management frameworks and controls, and the identification, assessment and management of risk across large organisations
• Real estate/social infrastructure - experience in leading and influencing the planning and delivery processes to deliver the best mix of significant physical infrastructure and experiences to meet evolving community needs

• Customer experience - experience in customer engagement, service and management services (including physical and digital)
• Capital management - experience in capital management strategies, corporate finance, capital markets and funds management
• Governance - experience with governance in the listed sector
• People, conduct and culture - senior experience in people management and human resources policy
• Environment and social - experience in engaging with environmental and social matters, including in relation to climate change, and community and stakeholder expectations

Board diversity

The Board recognises the benefits of having varied skills and experience on the Board. The Board, in line with the Group's overall commitment, adopted the objective of 40:40:20 gender representation for the Board.

We currently have four women on the Board, including our Chair, Ilana Atlas, representing 44 per cent of Directors.

Board tenure

The tenure of our non-executive Directors is set out below.

Directors' independence

All non-executive Directors satisfy the Group's criteria for independence.

The Board has adopted guidelines based on the Principles and Recommendations to assist it in determining the independence of Directors.

In assessing independence, the Board reviews the interests, positions and relationships potentially affecting the independent status of a Director as described in Box 2.3

of the Principles and Recommendations.

In making this determination the Board assesses if, on a case-by-case basis, a Director is:

• independent of management
• free of any interest, position or association that might influence or reasonably be perceived to influence,
  in a material respect, their capacity to bring independent judgement to issues before the Board.

Board renewal and succession planning

The Board has an ongoing succession planning and renewal program, and the membership of the Board is reviewed having regard to the ongoing and evolving needs of our business.

The Board defines requirements for new Directors, considering the skills, experience and background of existing Board members, the Group's strategy and any identified new skills required to supplement the Board's capabilities. Having regard to the strategic direction of the Group, the Board also engages external advisers to assist in identifying potential new Board candidates.

Appropriate checks are undertaken before a new candidate is recommended to the Board for appointment. These include checks on the candidate's experience, educational qualifications, character, professional qualifications and memberships, criminal record and bankruptcy history.

The Board undertakes an annual review of its performance. The Board considers the results of this review in determining its endorsement of the Directors standing for election or re-election at the Group's Annual General Meeting (AGM).

No member of the Board participates in a review of their own performance on nomination for re-election.

The notice of meeting for our AGM provides information that is relevant to a decision whether to support the election or re-election of a Director.

Letter of appointment

New Directors receive a letter of appointment which sets out the key terms and conditions of their appointment.

The letter of appointment clearly defines the role of Directors, including expectations in terms of independence, participation, time commitment and continuous development. Directors are required to disclose, on an ongoing basis, circumstances that may affect, or be perceived to affect, their ability to exercise independent judgement so that the Board can determine independence on a regular basis.

The letter also provides that if a Director ceases to be a Director of Scentre Group Limited for any reason, they must also resign as a Director of Scentre Management Limited, RE1 Limited and RE2 Limited.

Conflicts of interest

Directors have a duty not to place themselves in a position that gives rise to a conflict of interest. Directors are required to disclose, among other matters, any material personal interest in a matter that relates to the affairs of the Group; any conflict or potential conflict of interest; any interest in any business or other relationship including other directorships which could materially interfere with the Director's ability to act in the best interests of the Group. Mechanisms are in place by which conflicts are managed.

Access to information

Directors have unrestricted access to executive management, relevant Scentre Group records and to legal and other professional advisers.

Access to advice

Procedures are in place for Directors, with the prior approval of the Chair, to obtain outside legal or other independent professional advice, and to secure the attendance of such advisers if it is considered necessary to discharge their responsibilities as Directors.