ANZ Board Committees Standing Rules
Contents
1.
2.
3.
4.
5.
6.
7.

Application of these Rules
Committee Membership
Meetings
Delegation to Subcommittee
Performance Evaluation and Charters
Access, Information and Investigations
Relationship with ANZ Bank New Zealand Limited

1.

Application of these Rules
1.1

These rules shall apply to, and be deemed incorporated into the Charter of:
(a)
(b)
(c)
(d)
(e)
(f)

the ANZ Group Holdings Limited (ANZ) and Australia and New Zealand
Banking Group Limited (Bank) Audit Committees;
the ANZ and Bank Risk Committees;
the ANZ People and Culture Committee;
the ANZ Ethics, Environment, Social and Governance Committee;
the ANZ Digital Business and Technology Committee; andthe ANZ Nomination and Board Operations Committee,(each “a Standing Committee”) save as expressly varied by the Charter ofthat Committee or by the Board.
2.

3.

Committee Membership2.1

Each Standing Committee will exclusively comprise Non-Executive Directors
who satisfy the criteria for independence as stated in ANZ’s Board Renewal,
Appointment and Performance Evaluation Policy.

2.2

The Chair of the ANZ Board shall be an ex Officio member of each Standing
Committee provided that they satisfy the criteria for independence as statedin the Board Renewal, Appointment and Performance Evaluation Policy.

2.3

Minimum membership of each Standing Committee will be three directors
which may include the Chair of the ANZ Board (ex Officio).

2.4

The quorum for any Standing Committee meeting shall be any two members,
which may include the Chair of the ANZ Board (ex Officio).

2.5

Members will be appointed by the relevant Board, and shall serve at thediscretion of that Board and for such term or terms as that Board may
determine. The relevant Board shall appoint one member of each StandingCommittee as its chair.

2.6

Any other ANZ or Bank director may attend (but not vote at) a meeting of aStanding Committee of which he or she is not a member.

Meetings
3.1

Each year, each Standing Committee should prepare a calendar of businessfor the Standing Committee setting out the key items to be considered during
the next year, including any matters identified for ongoing Committee
education/training. Relevant internal and external stakeholders as
appropriate shall be involved in the preparation of the annual calendars ofbusiness. The annual calendars of business shall be prepared to enable eachStanding Committee to fulfil its duties and responsibilities as set out in its
charter and to ensure that there are no gaps or overlaps in relation to thematters to be considered by each of the Standing Committees.

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4.

3.2

Special meetings for a Standing Committee may be convened as required orrequested by a member of each Committee.

3.3

The procedures for ANZ Board members disclosing and dealing with actual
and/or potential conflicts of interest will apply to meetings of Standing
Committees.

3.4

Standing Committee meetings may be held and resolutions passed by meansof video or telephone conference call or similar communications equipment or
any other technology or process by means of which Board meetings may beheld and resolutions passed under the relevant provisions of ANZ’s
Constitution and the Corporations Act.

3.5

Standing Committee meeting papers should be distributed to members prior
to the relevant meeting in sufficient time to enable members to read thepapers and properly prepare for the meeting. Meeting papers will be madeavailable to non-Committee members for information.

3.6

Draft Minutes of each Standing Committee shall be prepared by the Company
Secretary promptly following the meeting for approval by the Committee
Chair. The draft minutes should be tabled at the next applicable Committee
Meeting for review, and the final minutes noted by the relevant Board.

3.7

The Chair of each Standing Committee shall update the Board as necessary
about matters relevant to the Committee’s role, responsibilities, activities,
and matters considered, discussed and resolved at Committee meetings.

3.8

Members of each Standing Committee will be available to meet with relevant
regulators on request.

Authority of Standing Committees and delegation to subcommittee(s)4.1Subject to paragraph 2.4 any conflicting legal or regulatory requirements,
each Standing Committee has power to deal with, and where applicable
resolve, determine finally and approve, all matters falling within the scope of
its purpose and duties as set out in their respective charters, and all othermatters that may be delegated by the Board to the relevant Standing
Committee from time to time.

4.2

Each Standing Committee may, in its discretion, delegate any of its duties
and responsibilities to:(a) a subcommittee of the Standing Committee; and/or(b) executives of the ANZ group, with or without power to delegate further.

4.3

5.

6.

Each Standing Committee Chair will be authorised to consult with otherStanding Committee Chairs and request management to undertake
accountability and consequence reviews on any matter.

Performance Evaluation and Charters
5.1

The Nomination and Board Operations Committee will annually determine theapproach to the performance assessments of Standing Committees.

5.2

The Chair of each Standing Committee shall ensure their Committee’s Charteris reviewed regularly and recommend any proposed changes to theNomination and Board Operations Committee (and, in the case of theNomination and Board Operations Committee, to the Board) forconsideration.

Access, Information and Investigations
6.1

Each Standing Committee may, within the scope of its responsibilities, haveunrestricted access to management, employees (including contractors andconsultants), external auditors, internal auditors and any information it
considers necessary to carrying out its responsibilities under its Charter,

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including external advice, either independently or via management, tosupplement members’ knowledge and expertise.

7.

6.2

Each Standing Committee may require the attendance of any Company officer
or employee, or request the attendance of any external party, at meetings asappropriate.

6.3

Each Standing Committee has the power to direct any special investigations
deemed necessary and to engage and consult independent counsel, advisers
or experts where considered necessary to carry out its responsibilities. Costsof such investigations, engagements and consultations are to be borne byANZ.

6.4

Each Standing Committee may obtain as appropriate, support frommanagement, through the provision of recommendations, on each of its
duties, and sufficient other relevant information to make informed andobjective decisions in relation to such recommendations.

6.5

Unless they have reason to doubt, each member of a Standing Committee isentitled to rely on information and advice provided by Company officers oremployees on matters within their responsibility, and on external
professionals within their areas of expertise, and may assume the accuracy ofinformation provided by such persons.

6.6

Each Standing Committee may refer in writing to the relevant other Standing
Committee any matter that has come to its attention that is of relevance tothat other Standing Committee.

Relationship with ANZ Bank New Zealand Limited
7.1

ANZ has numerous responsibilities covering the entire Group under various
forms of regulation and as part of that the Board and its Committees havecertain group responsibilities. In addition, the Board and ANZ acknowledge
that ANZ Bank New Zealand Limited, of which ANZ is the ultimate beneficial
shareholder, has its own independence obligations placed upon it by theReserve Bank of New Zealand.

7.2

In the case of any conflict with those separate obligations pertaining to theremit of the relevant Standing Committee, the Chairs of each principalStanding Committee are each authorised to liaise with ANZ Bank New
Zealand Limited and resolve any such issue.

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