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CORPORATE GOVERNANCE STATEMENT

This Statement applies to Bensons Property Group Pty Ltd and its associated entities (“Bensons”).

Corporate governance is the way a business is controlled or directed. Good corporate governance is the existence of an effective control environment to identify and manage business risks which arise from the implementation of the organisation’s business strategies.

Good corporate governance structures encourage companies to create value (through entrepreneurism, innovation, development and exploration) and provide accountability and control systems commensurate with the risks involved. It influences how the objectives of the company are set and achieved, how risk is monitored and assessed, and how performance is optimised.

It is recognised that there is no single model of good corporate governance. What constitutes good corporate governance will evolve with the changing circumstances of a company and must be tailored to meet those circumstances.

Although Bensons is not a company listed with the ASX, its corporate governance framework is based on the following best practice recommendations outlined in the ASX Corporate Governance Council “Principles of Good Corporate Governance and Best Practice Recommendations” and Australian Standard AS 8000-2003 “Good Governance Principles”. It is recognised that a company should:

1. Lay solid foundations for management and oversight.
2. Structure the board to add value.
3. Promote ethical and responsible decision-making.
4. Safeguard integrity in financial reporting.
5. Make timely and balanced disclosure.
6. Respect the rights of shareholders.
7. Recognise and manage risk.
8. Encourage enhanced performance.
9. Remunerate fairly and responsibly.
10. Recognise the legitimate interests of stakeholders.

Bensons has established a number of charters, policies and procedures which seek to ensure that an effective control environment is maintained for its businesses. The primary policy documents are:

• Purpose, Vision, Values Statement
• Board Charter
• Code of Conduct Policy
• Risk Management, Compliance and Internal Controls Framework Policy
• Conflicts of Interest Policy
• Privacy Policy

Each of these documents is then supported by more specific policies and procedures relating to the internal and external activities of the Group. Policies and procedures are drafted having regard to applicable legislation and any relevant Australian Standards and industry guidelines.