Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity

Australia and New Zealand Banking Group Limited

ABN / ARBN

Financial year ended:

11 005 357 522

30 September 2019

Our corporate governance statement2 for the above period above can be found at:3

This URL on our website: anz.com/corporategovernance

The Corporate Governance Statement is accurate and up to date as at 30 October 2019 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 4 November 2019

Name of Director or Secretary authorising lodgement:

Simon Pordage, Company Secretary

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

  1. "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
  2. Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

+ See chapter 19 for defined terms

2 November 2015

Page 1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

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

have disclosed …

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

… the fact that we follow this recommendation:

(a) the respective roles and responsibilities of its board and management; and

☒ in our Corporate Governance Statement

(b) those matters expressly reserved to the board and those delegated to management.

… and information about the respective roles and responsibilities of our board and

management (including those matters expressly reserved to the board and those delegated

to management):

☒ in our Corporate Governance Statement on pages 6 and 7 and in our Board Charter

which is available at this URL on our website: anz.com/corporategovernance

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

☒ in our Corporate Governance Statement on pages 11 and 19

a candidate for election, as a director; and

(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

… the fact that we follow this recommendation:

terms of their appointment.

☒ in our Corporate Governance Statement on page 11

1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair,

… the fact that we follow this recommendation:

on all matters to do with the proper functioning of the board.

☒ in our Corporate Governance Statement on page 12

+ See chapter 19 for defined terms

2 November 2015

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

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

have disclosed …

1.5

A listed entity should:

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

(a)

have a diversity policy which includes requirements for the board or a relevant committee of the

☒ in our Corporate Governance Statement on page 20

board to set measurable objectives for achieving gender diversity and to assess annually both

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

the objectives and the entity's progress in achieving them;

(b)

disclose that policy or a summary of it; and

☒ at this URL on our website: anz.com/corporategovernance

(c)

disclose as at the end of each reporting period the measurable objectives for achieving gender

… and the measurable objectives for achieving gender diversity set by the board or a

diversity set by the board or a relevant committee of the board in accordance with the entity's

relevant committee of the board in accordance with our diversity policy and our progress

diversity policy and its progress towards achieving them and either:

towards achieving them:

(1) the respective proportions of men and women on the board, in senior executive positions

☒ in our Corporate Governance Statement on pages 20 and 21

and across the whole organisation (including how the entity has defined "senior executive"

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

for these purposes); or

(2) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's

☒ in our Corporate Governance Statement on pages 20 and 21

most recent "Gender Equality Indicators", as defined in and published under that Act.

1.6

A listed entity should:

… the evaluation process referred to in paragraph (a):

(a)

have and disclose a process for periodically evaluating the performance of the board, its

☒ in our Corporate Governance Statement on page 11

committees and individual directors; and

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

(b)

disclose, in relation to each reporting period, whether a performance evaluation was undertaken

☒ in our Corporate Governance Statement on page 11

in the reporting period in accordance with that process.

1.7

A listed entity should:

… the evaluation process referred to in paragraph (a):

(a)

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

☒ in our Corporate Governance Statement on page 11

and

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

(b)

disclose, in relation to each reporting period, whether a performance evaluation was undertaken

☒ in our Corporate Governance Statement on page 11

in the reporting period in accordance with that process.

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

+ See chapter 19 for defined terms

2 November 2015

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

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

have disclosed …

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

☒ in our Corporate Governance Statement on pages 12 and 15

(2) is chaired by an independent director,

… and a copy of the charter of the committee:

and disclose:

☒ at this URL on our website: anz.com/corporategovernance

(3) the charter of the committee;

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

(4) the members of the committee; and

☒ in our Corporate Governance Statement on pages 7 and 15

(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 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

… our board skills matrix:

that the board currently has or is looking to achieve in its membership.

☒ in our Corporate Governance Statement on page 9

2.3

A listed entity should disclose:

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

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

☒ in our Corporate Governance Statement on page 3

(b) if a director has an interest, position, association or relationship of the type described in

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

Box 2.3 but the board is of the opinion that it does not compromise the independence of the

Not applicable

director, the nature of the interest, position, association or relationship in question and an

… and the length of service of each director:

explanation of why the board is of that opinion; and

(c)

the length of service of each director.

☒ in our Corporate Governance Statement on page 6

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 on pages 3 and 10

2.5

The chair of the board of a listed entity should be an independent director and, in particular, should

… the fact that we follow this recommendation:

not be the same person as the CEO of the entity.

☒ in our Corporate Governance Statement on pages 3 and 6

2.6

A listed entity should have a program for inducting new directors and provide appropriate

… the fact that we follow this recommendation:

professional development opportunities for directors to develop and maintain the skills and

☒ in our Corporate Governance Statement on pages 11 and 12

knowledge needed to perform their role as directors effectively.

+ See chapter 19 for defined terms

2 November 2015

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

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

have disclosed …

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 on page 18 and at this URL on our website:

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

anz.com/corporategovernance

PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1

The board of a listed entity should:

If the entity complies with paragraph (a):]

(a) have an audit committee which:

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

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

☒ in our Corporate Governance Statement on pages 12 and 14

whom are independent directors; and

… and a copy of the charter of the committee:

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

☒ at this URL on our website: anz.com/corporategovernance

and disclose:

(3) the charter of the committee;

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

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

☒ on pages 38 to 42 of our 2019 Annual Report which is available at this URL on our

(5) in relation to each reporting period, the number of times the committee met throughout

website anz.com/annualreport and in our Corporate Governance Statement on page 7

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.

4.2

The board of a listed entity should, before it approves the entity's financial statements for a financial

… the fact that we follow this recommendation:

period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the

☒ in our Corporate Governance Statement on page 13

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.

4.3

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is

… the fact that we follow this recommendation:

available to answer questions from security holders relevant to the audit.

☒ in our Corporate Governance Statement on page 19

PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE

5.1

A listed entity should:

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

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

☒ in our Corporate Governance Statement on page 19 and at this URL on our website

Rules; and

anz.com/corporategovernance

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

+ See chapter 19 for defined terms

2 November 2015

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ANZ - Australia & New Zealand Banking Group Ltd. published this content on 04 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 November 2019 02:47:08 UTC