Rules 4.7.3 and 4.10.3

Appendix 4G
Key to Disclosures

Corporate Governance Council Principles and Recommendations
Name of entity

ANZ Group Holdings Limited
ABN/ARBN

Financial year ended:

16 659 510 791

30 September 2023

Our corporate governance statement 1 for the period above can be found at: 2
0F☐

These pages of ourannual report:☒

This URL on our
website:1F

anz.com/corporategovernance

The Corporate Governance Statement is accurate and up to date as at 10 November 2023 and has
been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located. 3
2F

Date:

13 November 2023

Name of authorised officer
authorising lodgement:

Simon Pordage

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such astatement is located. The corporate governance statement must disclose the extent to which the entity has followed therecommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed arecommendation for any part of the reporting period, its corporate governance statement must separately identify thatrecommendation and the period during which it was not followed and state its reasons for not following the recommendation andwhat (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governancedisclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements ofListing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where

your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is notapplicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection andyou delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation

Where a box below is ticked, 4 we have followed the recommendation in full for the whole of theperiod above. We have disclosed this in our Corporate Governance Statement:
3F

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1

A listed entity should have and disclose a board charter setting out:(a) the respective roles and responsibilities of its board and management; and(b) those matters expressly reserved to the board and those delegated to management.

☒
and we have disclosed a copy of our board charter at:anz.com/corporategovernance

1.2

A listed entity should:(a) undertake appropriate checks before appointing a director or senior executive or putting
someone forward for election as a director; and(b) provide security holders with all material information in its possession relevant to a decisionon whether or not to elect or re-elect a director.

☒

1.3

A listed entity should have a written agreement with each director and senior executive setting out
the terms of their appointment.

☒

1.4

The company secretary of a listed entity should be accountable directly to the board, through thechair, on all matters to do with the proper functioning of the board.

☒

Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, youneed only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 2

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation

Where a box below is ticked, 4 we have followed the recommendation in full for the whole of theperiod above. We have disclosed this in our Corporate Governance Statement:

1.5

A listed entity should:(a) have and disclose a diversity policy;(b) through its board or a committee of the board set measurable objectives for achieving
gender diversity in the composition of its board, senior executives and workforce generally;and(c) disclose in relation to each reporting period:(1) the measurable objectives set for that period to achieve gender diversity;(2) the entity’s progress towards achieving those objectives; and(3) either:(A) the respective proportions of men and women on the board, in senior executive
positions and across the whole workforce (including how the entity has defined“senior executive” for these purposes); or(B) if the entity is a “relevant employer” under the Workplace Gender Equality Act,the entity’s most recent “Gender Equality Indicators”, as defined in andpublished under that Act.
If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, themeasurable objective for achieving gender diversity in the composition of its board should be tohave not less than 30% of its directors of each gender within a specified period.

☒

A listed entity should:(a) have and disclose a process for periodically evaluating the performance of the board, itscommittees and individual directors; and(b) disclose for each reporting period whether a performance evaluation has been undertaken inaccordance with that process during or in respect of that period.

☒

A listed entity should:(a) have and disclose a process for evaluating the performance of its senior executives at least
once every reporting period; and(b) disclose for each reporting period whether a performance evaluation has been undertaken inaccordance with that process during or in respect of that period.

☒

1.6

1.7

ASX Listing Rules Appendix 4G (current at 17/7/2020)3F

and we have disclosed a copy of our diversity policy at:anz.com/corporategovernanceand we have disclosed the information referred to in paragraph (c) at:
our corporate governance statement
and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period ourmeasurable objective for achieving gender diversity in the composition of its board of not less than 30%
of its directors of each gender within a specified period.

and we have disclosed the evaluation process referred to in paragraph (a) at:
our corporate governance statement
and whether a performance evaluation was undertaken for the reporting period in accordance with thatprocess at:
our corporate governance statement
and we have disclosed the evaluation process referred to in paragraph (a) at:
our corporate governance statement and on pages 52 to 62 of our annual report, available atanz.com/annualreport
and whether a performance evaluation was undertaken for the reporting period in accordance with thatprocess at:
our corporate governance statement

Page 3

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation

Where a box below is ticked, 4 we have followed the recommendation in full for the whole of theperiod above. We have disclosed this in our Corporate Governance Statement:
3F

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1

The board of a listed entity should:(a) have a nomination committee which:(1) has at least three members, a majority of whom are independent directors; and(2) is chaired by an independent director,
and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at thosemeetings; or(b) if it does not have a nomination committee, disclose that fact and the processes it
employs to address board succession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience, independence and diversity toenable it to discharge its duties and responsibilities effectively.

☒

A listed entity should have and disclose a board skills matrix setting out the mix of skills thatthe board currently has or is looking to achieve in its membership.

☒

A listed entity should disclose:(a) the names of the directors considered by the board to be independent directors;(b) if a director has an interest, position, affiliation or relationship of the type described inBox 2.3 but the board is of the opinion that it does not compromise the independence ofthe director, the nature of the interest, position or relationship in question and an
explanation of why the board is of that opinion; and(c) the length of service of each director.

☒

2.4

A majority of the board of a listed entity should be independent directors.

☒

2.5

The chair of the board of a listed entity should be an independent director and, in particular,
should not be the same person as the CEO of the entity.

☒

2.6

A listed entity should have a program for inducting new directors and for periodically reviewing
whether there is a need for existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their role as directors effectively.

☒

2.2

2.3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

and we have disclosed a copy of the charter of the committee at:anz.com/corporategovernanceand the information referred to in paragraphs (4) and (5) at:
our corporate governance statement

and we have disclosed our board skills matrix at:
in our corporate governance statement
and we have disclosed the names of the directors considered by the board to be independent directors
at:our corporate governance statement
and, where applicable, the information referred to in paragraph (b) at:
N/A
and the length of service of each director at:
our corporate governance statement

Page 4

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation

Where a box below is ticked, 4 we have followed the recommendation in full for the whole of theperiod above. We have disclosed this in our Corporate Governance Statement:
3F

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1

A listed entity should articulate and disclose its values.

☒
and we have disclosed our values at:
anz.com/corporategovernance

3.2

3.3

3.4

A listed entity should:(a) have and disclose a code of conduct for its directors, senior executives and employees;and(b) ensure that the board or a committee of the board is informed of any material breachesof that code.

☒
and we have disclosed our code of conduct at:anz.com/corporategovernance

A listed entity should:(a) have and disclose a whistleblower policy; and(b) ensure that the board or a committee of the board is informed of any material incidents
reported under that policy.

☒

A listed entity should:(a) have and disclose an anti-bribery and corruption policy; and(b) ensure that the board or committee of the board is informed of any material breaches ofthat policy.

☒

and we have disclosed our whistleblower policy at:anz.com/corporategovernanceand we have disclosed our anti-bribery and corruption policy at:anz.com/corporategovernance

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1

The board of a listed entity should:(a) have an audit committee which:(1) has at least three members, all of whom are non-executive directors and a majorityof whom are independent directors; and(2) is chaired by an independent director, who is not the chair of the board,and disclose:(3) the charter of the committee;(4) the relevant qualifications and experience of the members of the committee; and(5) in relation to each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at thosemeetings; or(b) if it does not have an audit committee, disclose that fact and the processes it employs
that independently verify and safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the external auditor and the rotation of
the audit engagement partner.

ASX Listing Rules Appendix 4G (current at 17/7/2020)☒
and we have disclosed a copy of the charter of the committee at:anz.com/corporategovernanceand the information referred to in paragraphs (4) and (5) at:
our corporate governance statement and on pages 18 to 22 of our annual report, available atanz.com/annualreport

Page 5

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation

Where a box below is ticked, 4 we have followed the recommendation in full for the whole of theperiod above. We have disclosed this in our Corporate Governance Statement:

4.2

The board of a listed entity should, before it approves the entity’s financial statements for afinancial period, receive from its CEO and CFO a declaration that, in their opinion, the financial
records of the entity have been properly maintained and that the financial statements comply
with the appropriate accounting standards and give a true and fair view of the financial positionand performance of the entity and that the opinion has been formed on the basis of a soundsystem of risk management and internal control which is operating effectively.

☒

4.3

A listed entity should disclose its process to verify the integrity of any periodic corporate report
it releases to the market that is not audited or reviewed by an external auditor.

☒

3F

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1

A listed entity should have and disclose a written policy for complying with its continuous
disclosure obligations under listing rule 3.1.

☒

5.2

A listed entity should ensure that its board receives copies of all material market
announcements promptly after they have been made.

☒5.3

A listed entity that gives a new and substantive investor or analyst presentation should releasea copy of the presentation materials on the ASX Market Announcements Platform ahead of thepresentation.

☒

and we have disclosed our continuous disclosure compliance policy at:anz.com/corporategovernance

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1

A listed entity should provide information about itself and its governance to investors via its
website.

☒and we have disclosed information about us and our governance on our website at:anz.com/corporategovernance

6.2

A listed entity should have an investor relations program that facilitates effective two-way
communication with investors.

☒

6.3

A listed entity should disclose how it facilitates and encourages participation at meetings of
security holders.

☒

6.4

A listed entity should ensure that all substantive resolutions at a meeting of security holders
are decided by a poll rather than by a show of hands.

☒

6.5

A listed entity should give security holders the option to receive communications from, andsend communications to, the entity and its security registry electronically.

☒

ASX Listing Rules Appendix 4G (current at 17/7/2020)

and we have disclosed how we facilitate and encourage participation at meetings of security holders at:
our corporate governance statement

Page 6

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation

Where a box below is ticked, 4 we have followed the recommendation in full for the whole of theperiod above. We have disclosed this in our Corporate Governance Statement:
3F

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1

7.2

7.3

7.4

The board of a listed entity should:(a) have a committee or committees to oversee risk, each of which:(1) has at least three members, a majority of whom are independent directors; and(2) is chaired by an independent director,
and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at thosemeetings; or(b) if it does not have a risk committee or committees that satisfy (a) above, disclose thatfact and the processes it employs for overseeing the entity’s risk management
framework.

☒

The board or a committee of the board should:(a) review the entity’s risk management framework at least annually to satisfy itself that it
continues to be sound and that the entity is operating with due regard to the risk appetite
set by the board; and(b) disclose, in relation to each reporting period, whether such a review has taken place.

☒

A listed entity should disclose:(a) if it has an internal audit function, how the function is structured and what role itperforms; or(b) if it does not have an internal audit function, that fact and the processes it employs forevaluating and continually improving the effectiveness of its governance, risk
management and internal control processes.

☒

A listed entity should disclose whether it has any material exposure to environmental or social
risks and, if it does, how it manages or intends to manage those risks.

☒

ASX Listing Rules Appendix 4G (current at 17/7/2020)

and we have disclosed a copy of the charter of the committee at:anz.com/corporategovernanceand the information referred to in paragraphs (4) and (5) at:
our corporate governance statement

and we have disclosed whether a review of the entity’s risk management framework was undertaken
during the reporting period at:our corporate governance statement

and we have disclosed how our internal audit function is structured and what role it performs at:
our corporate governance statement

and we have disclosed whether we have any material exposure to environmental and social risks at:
our corporate governance statement; our 2023 annual report on pages 12-13 and 24-31; our 2023 ESG
Supplement on pages 10-12, 21-22, 37-41, 43-44 and 62-68; and in our 2023 Climate-related Financial
Disclosures report, on pages 34-42, available at anz.com/annualreport
and, if we do, how we manage or intend to manage those risks at:see above

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Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation

Where a box below is ticked, 4 we have followed the recommendation in full for the whole of theperiod above. We have disclosed this in our Corporate Governance Statement:
3F

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1

8.2

8.3

The board of a listed entity should:(a) have a remuneration committee which:(1) has at least three members, a majority of whom are independent directors; and(2) is chaired by an independent director,
and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at thosemeetings; or(b) if it does not have a remuneration committee, disclose that fact and the processes it
employs for setting the level and composition of remuneration for directors and senior
executives and ensuring that such remuneration is appropriate and not excessive.

☒

A listed entity should separately disclose its policies and practices regarding the remunerationof non-executive directors and the remuneration of executive directors and other senior
executives.

☒

A listed entity which has an equity-based remuneration scheme should:(a) have a policy on whether participants are permitted to enter into transactions (whether
through the use of derivatives or otherwise) which limit the economic risk of participatingin the scheme; and(b) disclose that policy or a summary of it.

and we have disclosed a copy of the charter of the committee at:anz.com/corporategovernanceand the information referred to in paragraphs (4) and (5) at:
our corporate governance statement

and we have disclosed separately our remuneration policies and practices regarding the remuneration of
non-executive directors and the remuneration of executive directors and other senior executives at:
our corporate governance statement and on pages 46 to 83 of our annual report, available atanz.com/annualreport☒
and we have disclosed our policy on this issue or a summary of it at:anz.com/corporategovernance

ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1

A listed entity with a director who does not speak the language in which board or security
holder meetings are held or key corporate documents are written should disclose theprocesses it has in place to ensure the director understands and can contribute to thediscussions at those meetings and understands and can discharge their obligations in relation
to those documents.

Not applicable

9.2

A listed entity established outside Australia should ensure that meetings of security holders areheld at a reasonable place and time.

Not applicable

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 8

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation

Where a box below is ticked, 4 we have followed the recommendation in full for the whole of theperiod above. We have disclosed this in our Corporate Governance Statement:

9.3

Not applicable

A listed entity established outside Australia, and an externally managed listed entity that has
an AGM, should ensure that its external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.

3F

ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES-

Alternative to Recommendation 1.1 for externally managed listed entities:
The responsible entity of an externally managed listed entity should disclose:(a) the arrangements between the responsible entity and the listed entity for managing theaffairs of the listed entity; and(b) the role and responsibility of the board of the responsible entity for overseeing thosearrangements.

Not applicable-

Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities:
An externally managed listed entity should clearly disclose the terms governing the
remuneration of the manager.

Not applicable

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 9