James Hardie Industries plc

   ABN / ARBN:

 Financial year ended:

097 829 895

 31 March 2017

These pages of our annual report:

Natasha Mercer                

Corporate Governance Council recommendation

We have followed the recommendation in full for
the whole of the period above. We have
disclosed …

We have NOT followed the
recommendation in full for the whole of
the period above. We have disclosed …⁴

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1    

A listed entity should disclose:

… the fact that we follow this recommendation:

(b)    

those matters expressly reserved to the
board and those delegated to management.

☒      

in the Board Charter at

http://www.ir.jameshardie.com.au

1.2

A listed entity should:

… the fact that we follow this recommendation:

(a)    

undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

☒      

in our Corporate Governance Statement

(b)    

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.

1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

… the fact that we follow this recommendation:

☒     an explanation why that is so in our Corporate Governance Statement

☐      

at [insert location]

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 fact that we follow this recommendation:

☒        in our Corporate Governance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full
for the whole of the period above. We have
disclosed …

We have NOT followed the
recommendation in full for the whole of
the period above. We have disclosed …⁴

A listed entity should:

(a)   have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

… the fact that we have a diversity policy that complies with paragraph (a):

in our Corporate Governance Statement

… and a copy of our diversity policy or a summary of it:

in our Workplace Diversity Policy at

http://www.ir.jameshardie.com.au

(b)   disclose that policy or a summary of it; and

(c)   disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either:

… and the information referred to in paragraphs
(c)(1) or (2):

(1)   the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

☒

in our Corporate Governance Statement

(2)   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.

1.6

A listed entity should:

☒

in our Corporate Governance Statement

… and the information referred to in paragraph (b):

disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

☒

in our Corporate Governance Statement

(a)

have and disclose a process for periodically evaluating the performance of its senior executives; and

☒

in our Corporate Governance Statement

… and the information referred to in paragraph (b):

disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

☒

in our Corporate Governance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full for
the whole of the period above. We have
disclosed …

We have NOT followed the
recommendation in full for the whole of
the period above. We have disclosed …⁴

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1    

The board of a listed entity should:

[If the entity complies with paragraph (a):]

(a)   have a nomination committee which:

... the fact that we have a nomination committee that complies with paragraphs (1) and (2):

(1)   has at least three members, a majority of whom are independent directors; and

(2)   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 period and the individual attendances of the members at those meetings; or

☒

in our Corporate Governance Statement

(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, independence and diversity to enable it to discharge its duties and responsibilities effectively.

2.2

A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

... our board skills matrix:

☒   in our Corporate Governance Statement

2.3

A listed entity should disclose:

(a)   the names of the directors considered by the board to be independent directors;

(b)   if a director has an interest, position, association 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, association or relationship in question and an explanation of why the board is of that opinion; and

(c)   the length of service of each director.

… the names of the directors considered by the board to be independent directors:

☒    in our Corporate Governance Statement

… and, where applicable, the information referred to in paragraph (b):

☒    in our Corporate Governance Statement

… and the length of service of each director:

☒   in the Directors’ biographies located at 24 to 29 of the FY2017 Annual Report

Corporate Governance Council recommendation

We have followed the recommendation in full for
the whole of the period above. We have
disclosed …

We have NOT followed the
recommendation in full for the whole of
the period above. We have disclosed …⁴

2.4    

A majority of the board of a listed entity should be independent directors.

… the fact that we follow this recommendation:

☒

in our Corporate Governance Statement

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.

… the fact that we follow this recommendation:

☒

in our Corporate Governance Statement

2.6

A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

… the fact that we follow this recommendation:

☒

in our Corporate Governance Statement

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

3.1

A listed entity should:

… our code of conduct or a summary of it:

(a)

have a code of conduct for its directors, senior executives and employees; and

☒

in our Corporate Governance Statement AND

(b)

disclose that code or a summary of it.

in the Company’s Global Code of Business Conduct located at

http://www.ir.jameshardie.com.au

Corporate Governance Council recommendation

We have followed the recommendation in full for
the whole of the period above. We have
disclosed …

We have NOT followed the recommendation in
full for the whole of the period above. We have
disclosed …⁴

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1    

The board of a listed entity should:

(a)      have an audit committee which:

(1)   has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

(2)   is chaired by an independent director, who is not the chair of the board,

and disclose:

(3)   the charter of the committee;

(4)   the relevant qualifications and experience of the members of the committee; and

(5)   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

(b)     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.

[If the entity complies with paragraph (a):]

… the fact that we have an audit committee that complies with paragraphs (1) and (2):

☒   in our Corporate Governance Statement

… and a copy of the charter of the committee referred to in paragraph (3):

☒   at http://www.ir.jameshardie.com.au

… and the information referred to in paragraph (4):

☒   in the Directors’ biographies located at 24 to 29 of the FY2017 Annual Report

… and the information referred to in paragraph (5):

☒   in our Corporate Governance Statement

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 basis of a sound system of risk management and internal control which is operating effectively.

... the fact that we follow this recommendation:

☐   in our Corporate Governance Statement OR

☐   at [insert location]

☒   an explanation why that is so in our Corporate Governance Statement

4.3    

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

… the fact that we follow this recommendation:

☒   in our Corporate Governance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full
for the whole of the period above. We have
disclosed …

We have NOT followed the
recommendation in full for the whole of the
period above. We have disclosed …⁴

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

… our continuous disclosure compliance policy or a summary of it:

☒   in our Corporate Governance Statement AND

☒   in the Company’s Continuous Disclosure and Market Communication Policy located at

http://www.ir.jameshardie.com.au

(a)    have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

(b)    disclose that policy or a summary of it.

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

… information about us and our governance on our website:

☒   at http://www.ir.jameshardie.com.au

… the fact that we follow this recommendation:

☒   in our Corporate Governance Statement AND

☒   in the Company’s Continuous Disclosure and Market Communication Policy located at http://www.ir.jameshardie.com.au

… our policies and processes for facilitating and encouraging participation at meetings of security holders:

☒   in our Corporate Governance Statement

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

… the fact that we follow this recommendation:

☒   in our Corporate Governance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full
for the whole of the period above. We have
disclosed …

We have NOT followed the recommendation
in full for the whole of the period above. We
have disclosed …⁴

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1      

The board of a listed entity should:

(a)   have a committee or committees to oversee risk, each of which:

(1)   has at least three members, a majority of whom are independent directors; and

(2)   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 period and the individual attendances of the members at those meetings; or

(b)   if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

… the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2):

☒   in our Corporate Governance Statement

… and a copy of the charter of the committee referred to in paragraph (3):

☒   at http://www.ir.jameshardie.com.au

… and the information referred to in paragraphs (4) and (5):

☒   in our Corporate Governance Statement

7.2      

The board or a committee of the board should:

… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound:

(a)   review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

(b)   disclose, in relation to each reporting period, whether such a review has taken place.

☒   in our Corporate Governance Statement

… and that such a review has taken place in the reporting period covered by this Appendix 4G:

☒   in our Corporate Governance Statement

7.3      

A listed entity should disclose:

(a)   if it has an internal audit function, how the function is structured and what role it performs; or

(b)   if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

… how our internal audit function is structured and what role it performs:

☒   in our Corporate Governance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full
for the whole of the period above. We have
disclosed …

We have NOT followed the recommendation
in full for the whole of the period above.
We have disclosed …⁴

A listed entity should

disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks:

☒   in our Corporate Governance Statement

AND

☒   in section 3 titled Risk Factors located at 149 to 166 of the FY2017 Annual Report.

Corporate Governance Council recommendation

We have followed the recommendation in full
for the whole of the period above. We have
disclosed …

We have NOT followed the recommendation in
full for the whole of the period above. We have
disclosed …⁴

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1        

The board of a listed entity should:

… the fact that we have a remuneration committee that complies with paragraphs (1) and (2):

☒   in our Corporate Governance Statement

… and a copy of the charter of the committee referred to in paragraph (3):

☒   at http://www.ir.jameshardie.com.au

… and the information referred to in paragraphs (4) and (5):

☒   in our Corporate Governance Statement

(a)    have a remuneration committee which:

(1)   has at least three members, a majority of whom are independent directors; and

(2)   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 period and the individual attendances of the members at those meetings; or

(b)    if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

8.2        

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives:

☒   in our Corporate Governance Statement AND

☒   in the Remuneration Report on pages 30 to 48 contained in the Company’s FY2017 Annual Report

8.3        

A listed entity which has an equity-based remuneration scheme should:

(a)   have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

(b)   disclose that policy or a summary of it.

… our policy on this issue or a summary of it:

☒   in our Corporate Governance Statement AND

☒   in the Company’s Continuous Disclosure and Market Communication Policy located at http://www.ir.jameshardie.com.au