The board of directors of RPML (the “Board” or the “Directors”), pursuant to its Charter, oversees the strategies and financial objectives for the Trust. The Board monitors financial performance, compliance with relevant regulatory requirements and governance matters.

Review and oversight of management

RPML assesses the performance of its Directors by using a tailored questionnaire to facilitate discussion and review of the Board’s role, approval processes, quality of information and relationship with management. The Board each year assesses and analyses the performance of the Board as a whole and of Directors individually and considers recommendations for change or improvement.

Senior executives have their performance reviewed on a yearly basis and receive regular feedback from the Board on their performance.

Procedures for monitoring and management

RPML has internal procedures for monitoring management and ensuring appropriate oversight. These procedures include:

• the adoption by the Directors of the Board Charter which sets out the role and responsibilities of the Directors;
• written authorities and delegations to management;
• committees which report directly to the Board; and
• a compliance plan for the Trust which sets out the monitoring and governance requirements of RPML relevant to the Trust (“Compliance Plan”).

The constitution of RPML sets out, amongst other things, the procedure for the nomination, appointment and removal of Directors; conduct of board and general meetings, terms of delegations to committees, and procedures for determining remuneration of RPML's management and directors.

Delegated tasks

The Board delegates some functions. Compliance personnel are responsible for reviewing and monitoring the efficiency of compliance systems on an ongoing basis, and ensuring appropriate compliance measures are in place. Compliance reporting and financial reporting matters are reviewed by the Audit, Risk & Compliance Committee (“ARCC”) which reports to the Board, however the Board is ultimately responsible for ensuring that the Trust complies with the Compliance Plan and the Act. The day to day management of the properties owned by the Trust has been delegated however the management of the properties is ultimately overseen by the Board.

The Directors of RPML are appointed by RPML and hold office, as per the constitution, for three years.

Ultimate responsibility for corporate governance matters rests with the Directors.

Board meetings are held approximately every eight weeks, with additional meetings held as required to effectively conduct the business of the Board.

Procedures, agreed by the Directors, are in place, whereby the Directors may seek independent professional advice, at the expense of RPML, to assist them in carrying out their duties as Directors.

Board members

Details of the experience and qualifications of RPML's directors are set out below:

Board Independence

Recommendation 2.1 requires the majority of the board to be independent directors.

Currently there are four Directors of RPML, two of whom have been assessed by RPML as independent (Ray Schoer and David Harris) and two of whom are considered not to be independent (Ronald Serry and Eric Cohen). RPML's board therefore does not comply with the Recommendations, however, RPML considers that notwithstanding this, the composition of the Board is acceptable in light of the size and nature of the Trust. The Directors believe the Board is comprised of an appropriate mix of skills, experience and expertise. All Directors bring an independent judgment to bear in decision-making, and will seek independent professional advice when necessary.

The independence of the Independent Directors is reviewed on a regular basis and at least annually. Should any Independent Director be replaced it is RPML's intention to seek an Independent Director as a replacement. In determining whether each Director is Independent, the Directors have taken into account the following:

• the specific disclosures, made in accordance with the Corporations Act 2001 (the “Act”), by each Director in respect of any material contract or relationship;
• where applicable, the related party dealings referable to each Director, noting that those dealings are not material under accounting standards. Under the accounting standards, a matter is considered to be material if it is equal to or greater than 10% of the appropriate base amount. Full details of related party dealings are set out in the notes to the Trust’s accounts as required by law;
• the independent Directors are not substantial unitholders of the Trust or substantial shareholders of RPML;
• the independent Directors are not associated directly with a substantial unitholder of the Trust or substantial shareholder of RPML;
• the independent Directors have never been employed by RPML or any of its subsidiaries;
• the independent Directors have not directly, or by association, been a supplier, professional adviser, consultant to or customer of RPML which is material under accounting standards; and
• the independent Directors have not personally carried on any other role for RPML which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act as a director of RPML and in the best interests of unitholders.

Chairperson

RPML's Chairperson, Ray Schoer, is an Independent Director. Mr Schoer does not and has not previously been employed in an executive role at RPML.

Nomination committee

Recommendation 2.4 requires listed entities establish a nomination committee for appointment of directors. However, RPML does not have a separately established nomination committee. This function is carried out by the Board and, given the size of the Trust and the Board, the Directors do not believe that any marked efficiencies or enhancements would be achieved by the creation of a separate nomination committee.

The Directors have adopted a Charter which sets out their role and responsibilities. The Board's Charter is designed to promote integrity, responsibility and accountability in the conduct of the activities of the Directors.

Directors are subject to the key corporate governance policies adopted by RPML relating to employee and officer conduct, including in relation to:

• related party transactions;
• compliance arrangements; and
• insider trading.

RPML has a Securities Trading Policy pursuant to which all RPML employees are prohibited from trading in units in the Trust when in possession of unpublished price sensitive information.

Each Director has agreed to provide notice to RPML of any dealings in units in the Trust so that RPML can comply with its obligations to notify the ASX.

The Directors have established the ARCC which is comprised of three members, as follows:

• Raymond Schoer: Chairperson
• David Harris
• Eric Cohen

The members and their qualifications, skills and experience are detailed above. The ARCC has been structured in accordance with the Recommendations, and consists only of non-executive directors, the majority of whom are independent (assessed using the same criteria as set out above). The chair is independent and is not the chair of the board as recommended in the Recommendations. RPML considers that the ARCC possesses the appropriate mix of skills, financial expertise and industry experience required to carry out its responsibilities.

The role of the ARCC is to assist the Board with responsibilities relating to accounting, internal control systems, reporting practices, risk management, ensuring the independence of the external auditors and the assessment of their performance, as well as review and conduct of any internal audit. The ARCC also carries out the functions of a compliance committee for the Trust. The ARCC has a Charter which sets out the ARCC’s functions, duties, responsibilities, composition and proceedings.

The ARCC meets at least six times per year to consider the business of the Trust with additional meetings being held as required. An external compliance consultant is invited to attend, and participate in, at least two of these meetings.

RPML has a continuous disclosure policy in relation to the Trust designed specifically to identify matters requiring disclosure. The officers and employees of RPML have a duty to promptly inform the Directors of any matter relevant to the Trust that could be reasonably expected to require disclosure to ASX.

RPML's policy is designed to allow appropriate announcements to be made in a timely manner consistent with the ASX Listing Rules. The content of the announcements are factual, contain all relevant material information and are expressed in a clear and objective manner that allows investors to assess the impact of the information.

The release of any price sensitive information is made first through the ASX before presentations to analysts, brokers and the media are conducted.

Upon confirmation by ASX of the release of information to the market, the announcement is then posted to the website of the Trust to ensure accessibility to the widest audience.

The Directors are committed to open and effective communication, ensuring that unitholders are informed of all significant developments concerning the Trust. Communication with unitholders is conducted through:

• mail outs of regular communication material, e.g. annual reports, half-year reports;
• disclosures made to ASX; and
• the Trust’s website, which is updated on an ongoing basis with all market announcements, corporate governance information, current financial information, the full text of notices of meeting and explanatory material, and any other up to date information.

It should be noted that neither the Act, nor the Trust’s constitution requires an annual general meeting of members of the Trust be held.

RPML also has a Complaints Handling Policy which provides procedures for dealing with any complaints unitholders may raise from time to time.

RPML has established policies that address the material business risks it faces including those associated with carrying on a financial services business as well as the risks associated with the Trust and its assets. As an Australian financial services licensee, RPML has in place various processes to meet its obligations under the Act in providing financial services. The procedures are directed at risk management, compliance and internal controls appropriate to the nature, scale and complexity of RPML's business.

RPML also has procedures in place to address the risks associated with the Trust's assets, i.e., direct real property. With assistance from appropriately qualified service providers, RPML takes steps to ensure that material risks are identified and appropriately managed to protect Trust assets. Identified risks that affect the Trust's assets include environmental, interest rate, credit, market, operational and other financial risks.

The ARCC has responsibility for overseeing the risk management procedures put in place and reporting on this to the Directors. The Managing Director and Chief Financial Officer confirm to the Directors in writing for the purposes of section 295A of the Act that the integrity of the Trust's financial statements is founded on a sound system of risk management and internal control.

RMPL continually monitors the environment in which it and the Trust operates and adopts new policies in relation to risk as the need arises. The risk management process is benchmarked against the Australian and New Zealand Standard on Risk Management Systems (AS/NZS 4360).

RPML has not established a separate remuneration committee as it was not considered to add any efficiency to the process of determining the levels of remuneration for the directors and key executives. However, the Board has processes to consider and decide on the level and structure of remuneration for Directors and key staff.

Remuneration is currently in accordance with the general principles recommended by the ASX, that is, non-executive directors receive a fixed fee for their services and do not receive performance based remuneration. It is RPML’s policy to set remuneration that is competitive so as to attract, motivate and retain high calibre executive staff. There is no scheme to provide retirement benefits for non-executive Directors. The Directors are remunerated by RPML and not by the Trust.