For personal use only

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

NATIONAL AUSTRALIA BANK LIMITED

ABN/ARBN

Financial year ended:

ABN 12 004 044 937

30 September 2021

Our corporate governance statement1 for the period above can be found at:2

  • These pages of our annual report:

☐

This URL on our

http://www.nab.com.au/about-us/corporate-governance

website:

The Corporate Governance Statement is accurate and up to date as at 30 September 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date: 9 November 2021

Name of authorised officer authorising lodgement:

Louise Thomson, Group Company Secretary

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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

  1. Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
  2. 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 notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

r personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the recommendation

Where a box below is ticked, we have NOT followed the

in fullfor the wholeof the period above. We have disclosed this in

recommendation in full for the whole of the period above.

our Corporate Governance Statement:

Our reasons for not doing so are:5

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should have and disclose a board charter setting

☒

☐ set out in our Corporate Governance Statement OR

out:

This is disclosed in our Corporate Governance Statement on pages 3 & 7

☐ we are an externally managed entity and this

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

and in our Board Charter which is available in the corporate governance

recommendation is therefore not applicable

management; and

section of our websitewww.nab.com.au/about-us/corporate-governance

(b) those matters expressly reserved to the board and those

delegated to management.

1.2

A listed entity should:

☒ This is disclosed in our:

☐ set out in our Corporate Governance Statement OR

(a) undertake appropriate checks before appointing a director or

☐ we are an externally managed entity and this

(a) Corporate Governance Statement on pages 8 & 9; and

senior executive or putting someone forward for election as

recommendation is therefore not applicable

a director; and

(b) 2021 Notice of Meeting which will be available in the

(b) provide security holders with all material information in its

shareholder services section of our website at

www.nab.com.au from 9 November 2021.

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

☒ This is disclosed in our Corporate Governance Statement on

☐ set out in our Corporate Governance Statement OR

and senior executive setting out the terms of their appointment.

pages 8 & 9.

☐ we are an externally managed entity and this

recommendation is therefore not applicable

1.4

The company secretary of a listed entity should be accountable

☒

This is disclosed in our Corporate Governance Statement on

☐ set out in our Corporate Governance Statement OR

directly to the board, through the chair, on all matters to do with

☐ we are an externally managed entity and this

the proper functioning of the board.

page 12.

recommendation is therefore not applicable

  1. Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
  2. If you have followed all of the Council's recommendations in fullfor the wholeof the period above, you can, if you wish, delete this column from the form and re-format it.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

r personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the recommendation

Where a box below is ticked, we have NOT followed the

in fullfor the wholeof the period above. We have disclosed this in

recommendation in full for the whole of the period above.

our Corporate Governance Statement:

Our reasons for not doing so are:5

1.5

A listed entity should:

☒

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a diversity policy;

This is disclosed in:

☐ we are an externally managed entity and this

(b) through its board or a committee of the board set

(a) our diversity policy which is available on our website

recommendation is therefore not applicable

measurable objectives for achieving gender diversity in the

www.nab.com.au

composition of its board, senior executives and workforce

(b) our Corporate Governance Statement on pages 22 - 24

generally; and

(c) our Corporate Governance Statement on pages 22 - 24

(c) disclose in relation to each reporting period:

and our measurable objective for achieving gender diversity in the

(1) the measurable objectives set for that period to

composition of our board of not less than 30% of our directors of each

achieve gender diversity;

gender is disclosed in in our Corporate Governance Statement on pages

(2) the entity's progress towards achieving those

9 & 23.

objectives; and

  1. either:
    1. the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or
    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.

If the entity was in the S&P / ASX 300 Index at the

commencement of the reporting period, the measurable objective

for achieving gender diversity in the composition of its board

should be to have not less than 30% of its directors of each

gender within a specified period.

1.6

A listed entity should:

☒

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for periodically evaluating the

This is disclosed in our Corporate Governance Statement on pages 8 &

☐ we are an externally managed entity and this

performance of the board, its committees and individual

recommendation is therefore not applicable

15

directors; and

(b) disclose for each reporting period whether a performance

evaluation has been undertaken in accordance with that

process during or in respect of that period.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

r personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the recommendation

Where a box below is ticked, we have NOT followed the

in fullfor the wholeof the period above. We have disclosed this in

recommendation in full for the whole of the period above.

our Corporate Governance Statement:

Our reasons for not doing so are:5

1.7

A listed entity should:

☒

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for evaluating the performance

This is disclosed in our Corporate Governance Statement on page 13 (it is

☐ we are an externally managed entity and this

of its senior executives at least once every reporting period;

one of the principal activities of the People & Remuneration Committee)

recommendation is therefore not applicable

and

and in our Remuneration Report on pages 52 to 84 of the 2021 Annual

(b) disclose for each reporting period whether a performance

Financial Report which is available on our website at

evaluation has been undertaken in accordance with that

www.nab.com.au/annualreports

process during or in respect of that period.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 4

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

r personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the recommendation

Where a box below is ticked, we have NOT followed the

in fullfor the wholeof the period above. We have disclosed this in

recommendation in full for the whole of the period above.

our Corporate Governance Statement:

Our reasons for not doing so are:5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

2.1

The board of a listed entity should:

☒

☐ set out in our Corporate Governance Statement OR

(a) have a nomination committee which:

This is disclosed in our Corporate Governance Statement on page 15 and

☐ we are an externally managed entity and this

(1) has at least three members, a majority of whom are

a copy of the charter of the committee is available in the corporate

recommendation is therefore not applicable

independent directors; and

governance section of our website www.nab.com.au/about-us/corporate-

(2) is chaired by an independent director,

governance

and disclose:

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

(3) the charter of the committee;

our Corporate Governance Statement on page 15 and in our Report of the

(4) the members of the committee; and

Directors on page 36 of the 2021 Annual Financial Report which is

available on our websitewww.nab.com.au/annualreports

(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

☒

☐ set out in our Corporate Governance Statement OR

setting out the mix of skills that the board currently has or is

This is disclosed in our Corporate Governance Statement on page 10.

☐ we are an externally managed entity and this

looking to achieve in its membership.

recommendation is therefore not applicable

2.3

A listed entity should disclose:

☒

☐ set out in our Corporate Governance Statement

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

The information referred to in paragraph (a) is disclosed in our Corporate

independent directors;

Governance Statement on pages 6, 9 & 11

(b) if a director has an interest, position, affiliation or

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

relationship of the type described in Box 2.3 but the board

our Corporate Governance Statement on pages 9 and 11; and

is of the opinion that it does not compromise the

the length of service of each director is in our Corporate Governance

independence of the director, the nature of the interest,

position or relationship in question and an explanation of

Statement on page 6 and in our Report of Directors on pages 32 to 34 of

why the board is of that opinion; and

the 2021 Annual Financial Report www.nab.com.au/annualreports

(c) the length of service of each director.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 5

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NAB - National Australia Bank Ltd. published this content on 08 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 November 2021 21:19:35 UTC.