Scentre Group

###### Governance continued

Board oversight

**[The key functions of the Board are set out in the](https://assets.ctfassets.net/0vreywxqlgab/5cd9Euj08pQYytHL9va9Gf/8e6dcc6417871aa5c4ce0ae4691bb7f2/2022_Corporate_Goverance_Statement.pdf)**
**[Board Charter which is available in the Corporate](https://assets.ctfassets.net/0vreywxqlgab/63TGR9A047z6HHGJq6zI48/823be747f7a314f73eace9c8b1263c20/Board-Charter-2021.pdf)**
**[Governance section of our website](https://assets.ctfassets.net/0vreywxqlgab/63TGR9A047z6HHGJq6zI48/823be747f7a314f73eace9c8b1263c20/Board-Charter-2021.pdf)**

Our Board recognises that effective risk management
is fundamental to achieving Our Purpose, Our Plan
and Our Ambition and operating as a responsible
sustainable business.

Our Board sets the overall risk appetite for the Group.
It monitors the Group's significant business risks (financial
and non‑financial) and the adequacy, effectiveness and
operation of risk management and compliance policies,
controls and frameworks.

The Board, with the support of the Audit and Risk
Committee (ARC) and Executive Risk Management
Committee (ERMC), considers the Group's approach
to identifying and managing risks including those
associated with climate change in approving the Group's
Enterprise Risk Management (ERM) Policy, Framework,
Risk Appetite Statement and Corporate Risk Profile.

**[The Board meets a minimum of six times per year.](https://assets.ctfassets.net/0vreywxqlgab/KXY4HHFdwZB1mjkhsO8m4/f3fd1d7589a5ea55de794cd72488f29c/2022_Annual_Financial_Report.pdf)**
**The number of Board and Board Committee meetings**
**[held during 2022 is set out in the Group's Annual](https://assets.ctfassets.net/0vreywxqlgab/KXY4HHFdwZB1mjkhsO8m4/f3fd1d7589a5ea55de794cd72488f29c/2022_Annual_Financial_Report.pdf)**
**[Financial Report which is available on our website.](https://assets.ctfassets.net/0vreywxqlgab/KXY4HHFdwZB1mjkhsO8m4/f3fd1d7589a5ea55de794cd72488f29c/2022_Annual_Financial_Report.pdf)**

The Board receives regular updates from management
and the Audit and Risk Committee on areas considered to
have significant business risks, including climate-related
risks, and the management of those risks.

Broader responsible business matters are reported to the
Board on a regular basis including the Group's progress
on its pathway to achieve net zero emissions by 2030
across our wholly-owned portfolio.

The Board is responsible for the final review and
endorsement of our Responsible Business Report and this
Statement which includes disclosures on climate‑related
risks and opportunities.

The Board is committed to having Directors who bring
an appropriate mix of skills, knowledge, experience,
expertise and diversity to Board decision making. The
Group's Directors have a broad range of skills across
various professions and industries and the majority of
Directors have been assessed as having advanced to
expert levels of skill in terms of risk management. These
skills and experience provide the Board with insights into
the potential impact of climate change.

In 2023, we will continue to engage the Board on climate
activities and progress on our targets from across the
business, strategic activities that require endorsement,
and to surface trends, opportunities or risks present
for the Group. Educational content will be shared with
the Board as topics emerge that require deeper Board
oversight and awareness.

###### Audit and Risk Committee

The Audit and Risk Committee assists the Board in
meeting its governance and oversight responsibilities
relating to the effectiveness of the Group's risk
management framework, risk management systems and
reporting. The Audit and Risk Committee is attended
by our CEO and other members of the executive
leadership team.

The Audit and Risk Committee is responsible for
reviewing processes for assessing material exposure to
environmental risks or social risks and the processes in
place to manage those risks. Environmental risks include
risks associated with climate change.

The Committee meets five times per year, where the
material risks to the business are discussed.

The Committee, at least annually, reviews and assesses
the Group's corporate risk profile including corporate
material risks, key controls, risk appetite and risk
tolerances as well as the appropriateness of the Group's
ERM Policy and Framework and makes recommendations
to the Board on these matters. The Committee also
reviews and makes recommendations to the Board in
relation to the Group's Responsible Business Report.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Scentre Group's strategy on climate change directly influences our approach to climate change engagement activities relevant to both our retail assets under management and our Design and Construction businesses. Our Responsible Business approach and scorecard is co-sponsored by two directors from our executive leadership team, with accountability for key initiatives aligned to directors and relevant subject matter experts.

Scentre Group engages with policy makers through membership of and participation with various groups and organisations within the property industry. The Group often works in conjunction with industry groups that represent it and other companies in making submissions or stating policy positions to relevant regulators. Engagement occurs via information sessions, networking functions and events, attendance at professional development courses and through other general communications. Engagement has been undertaken through various means ranging from formal submissions to participation in membership networks and roundtables discussions, information sessions and other general communication.

As an example of our day to day approach Scentre Groups National Sustainability Manager will engage with the Shopping Centre Council of Australia, Property Council of Australia and NABERs on climate/carbon/energy efficiency forums and provide insights back to members of the executive leadership via dedicated internal communication channels . This ensures our engagement on policy issues is always aligned to our overarching company strategy on climate change and related matters and is delivered in a coherent and consistent manner.

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]Scentre Group's strategy on climate change directly influences our approach to climate change engagement activities relevant to both our retail assets under management and our Design and Construction businesses. Our Responsible Business approach and scorecard is co-sponsored by two directors from our executive leadership team, with accountability for key initiatives aligned to directors and relevant subject matter experts.