ANZ Group Holdings Limited Risk Committee Charter
Contents
1. Purpose and Authority
2. Role of the Committee
3. Responsibilities
4. Committee membership
5. Meetings
6. Decision Making Process - Time Critical Decisions
1. Purpose and Authority
1.1

The purpose of this charter (Charter) is to set out the authority delegated to therisk committee (Committee) of ANZ Group Holdings Limited (ANZGHL) by theboard of directors (Board) and to set out the roles, responsibilities, and operation ofthe Committee in relation to ANZGHL and its subsidiaries (collectively, “ANZ” or the“Group”).

1.2

The Committee is established by the Board in accordance with the ANZGHL
constitution.

1.3

The ANZ Board Committee Standing Rules are incorporated into this Charter. To theextent of any inconsistencies, the terms in this Charter will prevail.

1.4

The Committee has the authority and necessary powers to exercise the role andresponsibilities set out in this Charter and granted to it under any separate
resolutions of the Board from time to time.

2. Role of the Committee
2.1

The role of the Committee is to assist the Board in the effective discharge of itsresponsibilities by providing oversight of the implementation and operation of theGroup’s risk management framework, including for business, market, credit, equity
and other investment, financial, operational, compliance, liquidity and reputationalrisk management and for the management of the Group’s compliance obligations.

2.2

The Committee also assists the Board by providing an objective non-executive
oversight of the implementation by management of the Group’s risk management
framework and its related operation and by enabling an institution-wide view of theGroup’s current and future risk position relative to its risk appetite and capitalstrength.

3. Responsibilities
3.1

To accomplish its role, the Committee:(a)advises the Board on ANZ’s overall current and future risk appetite and risk
management strategy and recommends any change to the Group’s risk

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Page 1 of 4appetite and risk management strategy/framework as appropriate;(b)assesses and advises the Board on management’s implementation of ANZ’srisk management strategy;(c)reviews reports from management concerning ANZ’s risk management andcompliance frameworks, principles and policies, strategies, processes andcontrols including the discretions conferred on management and executive
management committees, in order to oversee the effectiveness of them(d)reviews reports from management concerning ANZ’s key material risks(including credit, market, operational risk and compliance) in order to oversee
these risks, assess their effect on capital levels and attest to the adherence to
APRA Prudential Standard CPS220 Risk Management providing such attestationis qualified as to all material respects;(e)reviews reports from management concerning changes anticipated for the
economic, business and regulatory environment and other factors considered
relevant to ANZ’s future strategy and capital requirements, in order to monitor
them in the context of ANZ’s projected business performance and capital
adequacy;(f)reviews reports from management concerning the risk implications to ANZ of
new and emerging risks, legislative or regulatory initiatives and changes,
organisational change and major initiatives, in order to monitor them;(g)reviews matters escalated from management concerning risk acceptance, orresolution of significant risk exposures and risk events of ANZ (including
significant breaches), and if thought fit, approves matters beyond the approval
discretion of management(h)constructively challenges management’s proposals and decisions on all aspectsof risk management arising from ANZ’s activities;(i)reviews the performance and sets the objectives of the Chief Risk Officer andseeks to ensure the Chief Risk Officer has unfettered access to the Board andthe Committee;(j)has oversight of the appointment and removal of the Chief Risk Officer
including providing prior endorsement for the appointment or removal of theChief Risk Officer, noting that authority has been delegated to the CEO andChair of the Board in consultation with the Committee Chair to approve acting
appointments to the Chief Risk Officer role, and in the event that the Chief
Risk Officer is removed from their position, seek to ensure the reasons for theremoval are discussed with APRA as soon as practicable, and no more than 10
business days, after the Committee’s endorsement is agreed upon;(k)oversees compliance by the Group with applicable external regulatory
obligations and significant internal policies relating to the operation of its
business;(l)reviews the Group’s insurance strategy, including the coverage and limits of
the insurance policies managed at a Group level, in order to monitor them and,if thought fit, approve or vary them;(m) reviews reports from management concerning Anti Money Laundering/Counter
Terrorism Financing and Sanction applicable external regulatory obligations
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Page 2 of 4and internal policies, in order to monitor them and, if thought fit, recommend
changes to the Board in relation to the AML/CTF Program (as appropriate);(n)reviews reports from management concerning ANZ’s approach to Risk andGovernance Culture in order to oversee scope and expected impact onorganisational behaviour;(o)oversees APRA risk reporting requirements (as appropriate);(p)advises the People and Culture Committee of any financial or non-financial risk
outcomes that may warrant consideration by the People and Culture
Committee in discharging its duties; and(q)monitoring key technology and cyber risks of the Group including mattersreferred to it by the Board’s Digital Business and Technology Committee.

4. Committee memberships
4.1

The Board shall appoint one of its members, other than the Chair of the Board, toserve as the Committee’s chairperson (Chair).

4.2

The Group Audit Committee Chair will be a member of the Committee and viceversa to seek to ensure relevant information flows between these committees.

4.3

Committee membership will seek to ensure some overlap in membership between
the Committee and People and Culture Committee.

5. Meetings
5.1

The Committee will meet at least four times annually, and more frequently if itdeems necessary.

5.2

The Committee will invite the Chief Risk Officer to attend all relevant sections ofmeetings of the Committee. Other representatives of management will be invited toattend part or all of any meeting of the Committee, unless the Committee
determines otherwise. The Committee may request certain parties to withdraw fromany part of a meeting.

5.3

The Chief Risk Officer shall provide independent reports to the Committee on suchmatters as the Chief Risk Officer deems necessary or as required by the Committeeor the Board, and raise such matters with the Chair of the Committee as the Chief
Risk Officer deems appropriate.

5.4

Joint Group People and Culture Committee, Audit Committee and Risk Committee
meetings will be held at the end of each financial year to leverage insights fromthese Committees when considering the Group Scorecard assessment, ANZ
Incentive Plan outcomes, and performance and remuneration outcomes for SpecifiedRoles.
No individual executive will be permitted to be present when their individual
performance outcomes and/or remuneration is being discussed.

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Page 3 of 45.5

The Committee will receive reports from major subsidiary risk committees, on suchbasis as the Committee determines within ANZ and respond to issues raised asappropriate.

6. Decision Making Process - Time Critical Decisions
6.1

6.2

Time critical submissions which are approved and recommended by the Chief Risk
Officer but are outside the Chief Risk Officer’s discretion, in the event of a quorum ofthe Committee being unavailable, may be given approval by:a)

The Group Chief Executive Officer (Chief Executive Officer) jointly with theChair of the Committee or the Chair of the Board; orb)

if the Chair of the Committee and the Chair of the Board are unavailable, theChief Executive Officer jointly with one other non-executive director; orc)

if the Chief Executive Officer is unavailable - two non-executive directors one ofwhom should be the Chair of the Board or the Chair of the Committee.

Where approvals are granted under the time critical provision above, thememoranda are to be reported to the next Committee meeting for noting.

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