Group Board Renewal, Appointment of
Directors & Performance Assessment
PolicyWhy it matters
1)

The board (Board) of ANZ Group Holdings Limited (the ‘Company’) is ultimately
responsible for the overall governance, oversight and strategic direction of the ANZGroup (ANZ). As such, the Board is committed to:a. a continuing process of board renewal (including succession planning) to maintainenergised, proactive and effective boards;
b. the appointment of suitable individuals as directors; andc. the assessment of board performance and applied to the non-executive directors,
the board and board Committees, at least annually.

When this applies
2)

This policy 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.; andiv. ANZ NBH Pty. Ltd.
b. Users: ANZ Directors, boards of the entities and the Nomination and Board
Operations Committee (the Committee).
c. Activities: The process of board renewal (including succession planning); theselection and appointment of directors; and the assessment of each entity’s board
performance and applied to the non-executive directors, boards and board
committees.

What needs to be done
Board Nominations and Operations Committee
3)

The Committee’s Charter describes its authority as conferred by the Board which
includes:a. recommending to the Board from time to time, changes that the Committee
believes to be desirable to the size and composition of an entity’s board;b. recommending individuals to be appointed as directors of each entity;c. reviewing succession planning for the Chairman of the Company.

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Board renewal and succession planning4)

The board size and composition of each entity will be reviewed at least annually andon an interim basis as may be required. This review will be informed by the ANZ
Board Skills Matrix (as applicable) to ensure the requisite skills on the relevant boards
are commensurate with ANZ’s operations as they evolve, considering factors such as
business growth, regulatory considerations, and market developments. The purpose
is to ensure:a. the directors collectively have a sufficient mix of skills and expertise;b. the diversity required for the effective governance of ANZ; andc. a balance between longer-serving directors with established experience andknowledge of ANZ’s business activities, and new directors who bring fresh
perspectives.

5)

Unless otherwise agreed, the Chairman of the Board (on behalf of the Committee) is
responsible for:a. approaching potential candidates; andb. maintaining a list of potential candidates,
to assist in the succession planning process and to fill board vacancies whennecessary.

Principles relevant to the appointment of directors
6)

In assessing potential candidates for appointment as a Director, and in undertaking
reviews of the size and composition of an entity’s board, the Committee takes into
account the guiding principle is that a board’s composition should reflect anappropriate mix having regard to matters such as:a. ensuring the requisite skills on a board are commensurate with ANZ’s operations
as they evolve, considering factors such as business growth, regulatory
considerations, and market developments;b. skills or experience, including across the key areas identified in the ANZ Board
Skills Matrix where it applies;c. tenure;d. diversity, including having regard to the considerations set out in Schedule 2;e. a candidate’s personal qualities, communication capabilities, ability to effectively
challenge management, professional reputation and commitment to ethicalbehaviour;f.

a membership that will operate as a team, focused on the long-term success of
ANZ and comprising different personalities and viewpoints, who will respectfully
challenge management and each other and participate in robust debate and workwith peers to arrive at new solutions;g. relevant guidelines and regulatory requirements in relation to board composition,
including where relevant director independence;h. board membership requirements as articulated in an entity’s board charter; andi.

other considerations including ANZ’s strategic goals.

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7)

Professional intermediaries may be used from time to time where necessary or
appropriate to assist in the process of identifying and considering potential candidates
for board membership.

8)

All proposed director appointments must be:a. approved by the relevant board; andb. subject to the satisfactory completion of a fit and proper and suitability
assessment as required by the Fit and Proper Policy.

9)

Directors who are appointed must receive and sign an appointment letter and meetthe director appointment requirements.

Board Performance Assessments10) Upon recommendation from the Board Chairman, the Committee will annually
determine the process to be followed in performing the assessment of non-executive
directors, boards and board committees, taking account of regulatory requirementsin this area.
11) It is envisaged that:a. at generally three-year intervals (or more frequently as the Committee
determines), the assessments will be conducted utilising the assistance of an
independent third party, to be determined by the Committee; andb. in the intervening period, the assessments will be conducted internally, using aprocess to be determined by the Committee.
12) The results of the performance assessments will generally be discussed by eachrelevant board in private session and matters for ongoing review retained by therespective chairman.
The Board’s Ethics, Environment, Social & GovernanceCommittee must review, and recommend to the Board, draft disclosures relating to
the process to be disclosed in the Company’s Corporate Governance Statement.

Responsibilities
Position

Responsibilities

Board (each entity)• Approve the appointment of directors to the board of the relevant entity

Chairman• Approaching potential candidates and maintaining a list of potential
candidates, to assist in the succession planning process and to fill board
vacancies when necessary.
• Recommend to the Committee to determine the performance assessment
process (ANZGHL)• Retain matters for ongoing review identified in performance assessments(of each entity)

Company Secretary• Assisting directors through the appointment process

Directors• Signing an appointment letter and understanding and meeting their
responsibilities under the director appointment requirements• In the case of non-executive directors, to retire in accordance withapplicable maximum term requirements unless invited by the relevantboard to extend their tenure due to special circumstancesGroup Board Renewal, Appointment and Performance Assessment Policy
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3Nomination and Board
Operations Committee• In accordance with its Charter, the Committee is responsible for:o for all matters to do with reviewing board composition, including to
make recommendations to the Board at least annually, and on aninterim basis as may be required, changes that the Committee believes
to be desirable to the size and composition of an entity’s board, andwhere applicable the committees, to ensure they remain appropriate
and fit-for-purpose;o assessment of nominees where it is proposed to appoint new directors
having regard to the principles of appointmento recommending to the Board, individuals to be appointed as directors ofeach entity (such recommendation to be approved by the board of theother relevant Entity);o reviewing succession planning for the Chairman of the board of each
entity;o determining how director, board and board committee performanceassessments will be carried out; ando appointing an independent third party to carry out the director, board
and board committee performance assessments in accordance with thispolicy.
• Reviewing board composition criteria and the process for non-executive
director selection on a regular basis.
• Reviewing this policy every second year, or more frequently if changes tolegal or regulatory requirements dictate.

Compliance13) If the law imposes a higher standard than this policy, the legal obligation prevails.

Definitions
14) This policy should be read in conjunction with the Company’s Board Charter, theNomination and Board Operations Committee (Committee) Charter and Board
Committee Standing Rules.
15) The Policy Glossary contains standard terms. For the purposes of this document, thefollowing terms have these definitions when used:
a. Board Skills Matrix means the key skills and experience in board membershipand the number of directors with each skill or experience that ANZ seeks toachieve set out in Schedule 1.
b. Director appointment requirements mean the matters set out in Schedule 3.
c. Director independence means the determination whether a director will be
regarded as independent according to the criteria set out in Schedule 4.

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Schedule 1 – Board Skills Matrix
16) The table sets out the key skills and experience in membership and the number of
directors with each skill or experience that ANZ seeks to achieve for the ANZGHL, ANZ
BH Pty. Ltd. and ANZBGL boards.
Skills and experience

Number of Directors

Strategy and Commercial Acumen(knowledge and experience in charting and monitoring theimplementation of strategic objectives using commercial
judgment)

9

Banking and/or Financial Services(experience outside ANZ in significant components of thebanking or financial services industry)

6

Technology(knowledge and experience in the application anddevelopment within enterprises of major technology, data,technology related innovation or digital infrastructure orapplications)4

Leadership role in organisations of significant size (heldCEO or senior position in a listed company or large/complex
organisation or Government body)

9

Workplace culture and/or remuneration(knowledge and experience at a senior level in the
management or oversight of workplace culture matters and/or
the oversight of remuneration practices and seniorappointments)

9

Corporate Governance, Risk Management/Complianceand/or Sustainability(including but not limited to experience in the design andapplication of corporate governance, risk
management/compliance and/or sustainability frameworks
and related practices. This includes experience as a
Director/Executive of a listed company or large/complex
organisation or Government body)

9

Regulatory/ Government Policy(experience in relation to the development of regulation /government / industry policy matters and/or significant
stakeholder engagement/management)

7International business experience

9

Financial acumen(good understanding of financial statements relating tobusinesses of significant size, including ability to probe theadequacies of financial and related risk controls)

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5Schedule 2 – Diversity considerations17) ANZ has an objective of maintaining at least 40% female board membership, with alonger-term aspiration of having equal representation of females and males in its
composition.
18) ANZ also considers other broader dimensions of diversity, including matters such as
age and cultural identity (for example, ethnicity and country of origin).
19) It is recognised that diversity on the Board may be temporarily affected by Board
renewal matters.

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Schedule 3 – Director appointment requirements20) In addition to receiving and signing an appointment letter, the appointment process
for new directors includes:
Element

Requirement

Receipt of appointment
documents

a. Directors’ Handbook – The Handbook includes
information on a broad range of matters relating
to the role of a director.
b. Directors’ Deed – Each director signs a Deed
which covers a number of issues including
indemnity, directors’ and officers’ liability
insurance, the right to obtain independent advice
and requirements concerning confidential
information.
c. ANZ policies applicable to directors, including thispolicy.

Induction Training

New directors take part in a formal induction
program which involves the provision of information
regarding ANZ’s values and culture, the Group’s
governance framework, the Non-Executive Directors’
Code of Conduct, Director related policies, Board andCommittee policies, processes and key issues,
financial management and business operations.
Briefings are also provided by senior management
about matters concerning their areas of
responsibility.

Share qualification

Non-executive directors are required to accumulate
within 5 years of appointment, and thereafter
maintain, a holding in shares in the Company that isequivalent to at least 100% of a non-executive
director’s base fee (and 200% of this fee in the caseof the Chairman).

Election at next AGM

Subject to the provisions of ANZ’s Constitution and
the Corporations Act 2001, the Board may appoint a
person as a director of ANZ at any time but that
person must retire, and may seek election byshareholders, at the next Annual General Meeting.

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Schedule 4 – Director independence criteria21) A director is only to be regarded as independent if it is determined that:a. the director has no material relationship with ANZ (either directly or through close
personal ties, or as a partner, shareholder, executive officer or employee of anorganisation that has a material relationship with ANZ);b. the director is not, and has not been within the previous three years, employed
by ANZ or a company in the ANZ Group;c. the director is not, and has not been within the previous three years:
i. employed in a professional capacity by, or a partner in, any firm that in thepast three years has been ANZ’s external auditor; orii. employed as an executive officer by a company that has a compensationcommittee, on which an ANZ executive officer serves or served at the sametime;and no immediate family member of the director is, nor has been within theprevious three years, engaged in either of such capacities;
d. no immediate family member of the director is, nor has been within the previous
three years, an ANZ executive officer; ande. the director is otherwise independent under the ASX Corporate GovernancePrinciples and Recommendations and APRA Prudential Standard CPS 510
Governance.
22) The following standard is applied in making a determination as to the existence of amaterial relationship that may impact the independence of a director – a relationshipwith ANZ is material if a reasonable person in the position of a non-executive directorof ANZ would expect there to be a real and sensible possibility that it would influence,or be perceived to influence, a director’s mind in:a. making decisions on matters likely to come regularly before the Board or its
committees;b. objectively assessing information and advice given by management;c. setting policy for general application across ANZ; ord. generally, carrying out the performance of his or her role as director.
23) In its determination of director independence, consideration is given to a review ofrelationships that directors and their immediate family members may have such as:a. a relationship during the current financial year or the previous three years as an
acquirer (whether direct or as an officer or employee of or associated with theacquirer) of services and/or products from ANZ and/or its subsidiaries of thefollowing kind:i. personal customer relationships;
ii. business relationships; oriii. sponsorship or donor relationships

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b. a relationship during the current financial year or the previous three years as asupplier (whether direct or as an officer or employee of or associated with the
supplier) of services and/or products to ANZ and/or its subsidiaries of thefollowing kind:i. strategic services/products provider;ii. professional advisory or consultancy services provided as a partner, principal,
executive or employee; oriii. involving the receipt by the director or any immediate family member during
any twelve (12) month period within the previous three years of directcompensation from ANZ (and/or its subsidiaries) of more than USD120,000
per year (other than as director’s fees and pension or other forms of deferredcompensation for prior service);c. a relationship as or representing a substantial shareholder, or as an officer or
employee of or professional advisor to an organisation, that has a holding with
5% or more of the voting shares in ANZ; andd. all other material relationships with or circumstances involving ANZ (and/or its
subsidiaries) by which a director could be perceived not to be independent ofmanagement and free from any business or other relationship that could
materially interfere with their independence.

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