ANZ Group Holdings Limited Board Charter
Contents
1.
2.
3.
4.
5.
6.
7.
8.
1.

2.

Purpose and Role
Responsibilities
Board MembershipMeetings
Board Committees
Board Renewal, Performance Evaluation and Charter Review
Relationship with subsidiary boards
Relationship with ANZ Bank New Zealand Limited
Purpose and Role
1.1

ANZ Group Holdings Limited (ANZGHL) is the listed ultimate holding
company, and the APRA Level 3 Head, of the ANZ Group.

1.2

The ANZ Group is a group of companies, comprising of ANZGHL and its
related bodies corporate, and encapsulating both ANZ’s banking and nonbanking businesses (“ANZ” or the ”Group”).

1.3

This charter (Charter) sets out the role, responsibilities, structure andprocesses of the Board and its relationship with subsidiary boards.

1.4

The role of the board of directors of ANZGHL (Board) is to promote thelong-term interests of ANZ and to fulfil its purpose of shaping a world wherepeople and communities thrive, considering ANZ’s responsibilities to a broad
range of stakeholders including shareholders, deposit holders, customers,
staff and the communities in which ANZ operates.

1.5

In carrying out their role, directors consider specific obligations of the Board
as prescribed by regulation, including by the Australian Prudential
Regulatory Authority’s (APRA’s) prudential standards. This includes
responsibility for oversight of the sound and prudent management of ANZ.

Responsibilities
2.1

To fulfil its role, and in addition to matters expressly required by law to beapproved by the Board, the following matters are expressly reserved for theBoard:
Strategy and performance(a)setting and monitoring the long-term implementation of ANZ’sstrategies and financial objectives and overseeing and assessing
management’s performance in achieving strategies and budgets
approved by the Board and in monitoring and managing risk across
ANZ;

(b)

monitoring compliance with regulatory requirements, ethicalstandards and external commitments, oversight of ANZ’s governanceframework and implementation of related policies;

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Management appointment and oversight(c)the appointment and removal of the Group Chief Executive Officer
and determination of their terms and conditions (includingremuneration arrangements);(d)setting criteria for, and evaluating at least annually, the performanceof the Chief Executive Officer;(e)reviewing on a regular and continuing basis executive succession
planning (in particular for the Chief Executive Officer) and executive
development activities;(f)the appointment and termination of all other ANZ Senior Managers(as determined by the Board from time to time) and determination of
their terms and conditions (including remuneration arrangements),
and the appointment of Company Secretaries, noting that authority
has been delegated to the Chief Executive Officer and Chairman of
the Board to approve acting appointments to ANZ Senior Managerroles (except for the Group Chief Risk Officer role where consultation
will also occur with the Group Risk Committee Chair, and the Group
General Manager Internal Audit role where consultation will also occur
with the Group Audit Committee Chair);(g)fulfilling its function and duties under the Group’s Fit and Proper
Policy;(h)overseeing major changes to the Internal Capital Adequacy
Assessment Process and the liquidity and funding management
strategy or policy of the Level 2 Group;(i)

any matters in excess of any discretions that it may have delegatedfrom time to time to the Chief Executive Officer and senior
management of the Group, including in relation to credit transactions,market risk limits and expenditure;

Organisational Culture and Risk Culture(j)approving and overseeing Group management’s performance inestablishing ANZ’s cultural direction, including ANZ’s purpose, values
and expected behaviours;(k)overseeing the establishment by Group management of a sound risk
management culture with an operational structure and the necessary
resources to facilitate effective risk management throughout ANZ,and which in turn supports the ability of ANZ and the Group to
operate consistently within its risk appetite;

Workplace Health and Safety(l)overseeing the effectiveness of workplace health and safety in ANZ;

Customers(m)reviewing ANZ’s approach to the management of key customer
matters, including customer remediation and customer complaints
relating to financial products and services (including systemic issues);

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Page 2 of 6Approvals(n)approving each of the following (except to the extent delegated bythe Board from time to time);

Risk Management(i)the Group risk appetite within which management is expected tooperate, including ANZ’s risk appetite statement and risk
management strategy;Group Strategy and Operations(ii)

the Group’s operating and strategic plans, at least annually;(iii)

the acquisition, establishment, disposal or cessation of any
significant business of the Group;(iv)

the establishment of operations in a new country, or a significant
increase or decrease in the nature (including risk profile) or scaleof operations in an existing country;(v)

significant changes to ANZ’s structure;

Remuneration(vi)

the Group Performance and Remuneration Policy and all
supporting Performance and Remuneration Policies that need tobe read in conjunction with the Group policy;(vii)

endorse the ANZ New Zealand Performance and Remuneration
Policy;(viii)

variable remuneration outcomes in accordance with APRA’s
Prudential Standard, CPS 511;

Finance(ix)

the Group’s half yearly and annual financial statements andother prescribed financial reports;(x)the dividend policy, payment of dividends, and operation of any
dividend reinvestment plan or bonus option plan;(xi)

the external auditor appointment (subject to shareholderendorsement) and removal on recommendation from the Audit
Committee;

Equity(xii)

the issue of any shares, options, equity instruments or other
equity securities in ANZGHL, approving share buy-backs andcapital returns;

ASX Announcements(xiii)ANZGHL Board Charter
January 2023

where practicable, the substance of any announcements to theAustralian Securities Exchange in relation to matters that havebeen the subject of a decision by the Board or any publicPage 3 of 6

statements which reflect significant issues of ANZ policy orstrategy;
Changes to Delegations(xiv) any changes to the discretions delegated from the Board; andPolitical donations(xv) donations to political parties and any other donations over $2million.
3.

4.

5.

Board Membership
3.1

The Board shall comprise a majority of Non-Executive Directors who satisfy
the criteria for independence as stated in ANZ’s Board Renewal,Appointment and Performance Evaluation Policy. In addition, a majority ofthe Directors must be ordinarily resident in Australia.

3.2

The Directors shall appoint as chairperson of the Board one of the NonExecutive Directors who satisfy the criteria for independence as stated inANZ’s Board Renewal, Appointment and Performance Evaluation Policy .

3.3

A majority of Directors present and eligible to vote at all Board meetingsmust be Non-Executive Directors.

Meetings
4.1

Board meeting papers should be distributed to Directors prior to eachmeeting in sufficient time to enable Directors to read the papers andproperly prepare for the meeting.

4.2

Draft minutes of each Board meeting shall be prepared by the Company
Secretary promptly following the meeting for review by the Chairman. Thedraft minutes shall be tabled at the next applicable Board meeting for final
review and approval.

4.3

The Non-Executive Directors shall meet regularly for private discussion onmatters relating to the oversight of management of ANZ.

4.4

The Board shall be available to meet with APRA on request.

Board Committees
5.1

The Board may from time to time establish Committees to assist it incarrying out its responsibilities and shall adopt Charters setting out mattersrelevant to the composition, responsibilities and administration of such
Committees, and other matters that the Board may consider appropriate.

5.2

The Board has established the following Committees and adopted Charters
setting out matters relevant to the composition, responsibilities andadministration of those Committees:(a) Audit Committee;(b) Risk Committee;(c) People and Culture Committee;

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(d) Ethics, Environment, Social and Governance Committee;(e) Digital Business and Technology Committee; and(f) Nomination and Board Operations Committee.
6.

7.

Board Renewal, Performance Evaluation and Charter Review
5.1

The Board shall establish a policy and procedures regarding Board renewal
and succession planning, and for assessing the performance of the Board,
Non-Executive Directors and Board Committees with the aim of maintaining
a proactive and effective Board in conjunction with the Nomination andBoard Operations Committee.

5.2

The Board shall review this Charter regularly.

Relationship with subsidiary Boards
7.1

To enhance Board oversight of the Group and to assist in discharging its
responsibility for the overall governance and performance of ANZ, the Board
has adopted the following governance framework protocols for its
relationship with the boards of key operating subsidiaries:(a) all directors of the Board are appointed as directors of:(i)

ANZ BH Pty Ltd (Bank HoldCo);(ii)

Australia and New Zealand Banking Group Limited (ANZBGL);
and(iii)

ANZ NBH Pty Ltd (ANZ Non-bank HoldCo);(b) board meetings (including the meetings of their standing committees)of ANZGHL and ANZBGL are held consecutively, and any director ofANZBGL that is not also a director of ANZGHL has a standing
invitation to attend all ANZGHL Board meetings as an observer;(c) at least one non-executive director of the Board is appointed as nonexecutive directors of ANZ Group Services Pty Ltd (ServiceCo);(d) the Board receives regular updates and presentations from the ANZ
Senior Executives responsible for the businesses of the key operating
subsidiaries; and(e) the Board receives the minutes and agendas of each meeting of Bank
HoldCo, ANZBGL, ServiceCo and Non-Bank HoldCo.
7.2

8.

ANZGHL acknowledges that certain subsidiaries are subject to specificlegislation and they, and their directors, may have statutory duties
requiring them to take into account or give priority to the interests of, forexample, deposit holders, beneficiaries or investors. In such cases, theboard of the subsidiary will act in accordance with those statutory duties
and, subject to doing so, in the interests of ANZ.

Relationship with ANZ Bank New Zealand Limited
8.1

ANZGHL acknowledges that ANZ Bank New Zealand Limited, of which
ANZGHL is the ultimate beneficial shareholder, has its own independence
obligations placed upon it by the Reserve Bank of New Zealand. In the case

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of any conflict with those separate obligations, the Chair of ANZGHL isauthorised to liaise with ANZ Bank New Zealand Limited and resolve anysuch issue.

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