Directors Disclosure of Interest,
Handling Conflicts of Interest andOutside Commitments Procedure
What this is for1)

Directors must ensure that they comply with their legal obligations to disclose any
material personal interest that they have in a matter that relates to the affairs of thecompany. The law requires that directors do not allow a conflict of interest tocompromise their position as a director of the company.

2)

The existence of a conflict of interest is also a relevant consideration in theassessment of a director’s fitness and propriety in accordance with APRA’s Fit andProper Prudential Standard.

3)This document sets out the procedures that directors have agreed that they willfollow:
a. to disclose interests that they have; andb. should a conflict of interest occur.

When this applies
4)

This procedure applies to:a. Entities: ANZ Group Holdings Limited and each of the following subsidiary entities:
i. ANZ BH Pty. Ltd.
ii. Australia and New Zealand Banking Group Limited
iii. ANZ Group Services Pty. Ltd.
iv. ANZ NBH Pty. Ltdb. Users: directors (or non-executive directors only where specified)c. Activities: the disclosure of personal interests, outside interests and handling ofconflicts of interest

What needs to be done
Disclosure of interests to others
5)

A director should disclose to all directors:
a. any material personal interest they have in a matter which relates to the affairs of
the company; andb. any other interest which the director believes is appropriate to disclose in order toavoid an actual conflict of interest or the perception of a conflict of interest.

Directors Disclosure of Interest, Handling of Conflicts and Outside Interests Procedure
Classification: Public16)

The disclosure should be made as soon as practicable after the director becomesaware of their interest or the need to make a disclosure.

7)

Where a director is uncertain as to whether an interest should be disclosed inaccordance with the above requirements, the director may consult with ANZ’s Group
General Counsel or Company Secretary.

Procedures for handling a conflict of interest
8)

A director who has:a. a material personal interest in a matter which relates to the affairs of thecompany; orb. any other interest which the director believes is appropriate to disclose in order toavoid an actual conflict of interest or the perception of a conflict of interest,
may not be present at a meeting while the matter is being considered nor vote on thematter unless a majority of directors who do not have such an interest in the matter
agree that the interest should not disqualify such director from being present while
the matter is being considered and from voting on the matter or any other exception
under the Corporations Act applies.

9)

The minutes of the meeting should record the decision taken by the directors who do
not have an interest in the matter.

Outside commitments of non-executive directors
10) Before accepting any new appointments, non-executive directors are required tonotify the Chairman.
11) The Chairman will review the proposed new appointment and consider the issue on anindividual basis and, where applicable, also the issue of more than one ANZ director
serving on the same outside board or other body.
12) When carrying out the review, the Chairman will consider whether:a. the proposed new appointment is likely to impair the director’s ability to devote
the necessary time and focus to their role as an ANZ director and,b. where it will involve more than one ANZ director serving on an outside board orother entity, whether that would create an unacceptable risk to the effective
operation of the ANZ Boards.
13) When considering whether the proposed new appointment is likely to impair thedirector’s ability to devote the necessary time and focus to their role as an ANZ
director, the Chairman shall have regard to the fact that ANZ meeting attendance is afactor that is considered as part of the non-executive director performance review
process and that the Board expects each non-executive director to attend 100% ofBoard meetings unless there are understandable factors that prevent meeting
attendance on isolated occasions.
14) If the Chairman proposes to accept a new outside appointment, the longest serving
non-executive director substitutes for the Chairman for the purpose of the review andapproval process set out above.
15) Non-executive directors must not to accept a new outside appointment until confirmedwith the ANZ Chairman who will consult the other directors as the Chairman deems
appropriate.
Directors Disclosure of Interest, Handling of Conflicts and Outside Interests Procedure
Classification: Public2Code of Conduct
16) This procedure should be read in conjunction with the ANZ Non-Executive Director
Code of Conduct.

Compliance17) Any breach of this procedure should be reported to the Chairman of the Board, GroupGeneral Counsel or Company Secretary.
18) This procedure does not anticipate every situation. If directors are unsure of their
obligations or ANZ’s expectations, they should contact Group General Counsel orCompany Secretary.
19) The annual performance evaluation of each non-executive directors will include
consideration of compliance with this Code.

Definitions20) The Policy Glossary contains standard terms.

Directors Disclosure of Interest, Handling of Conflicts and Outside Interests Procedure
Classification: Public3