ANZ Nomination and Board Operations Committee Charter
Contents
1.
2.
3.
4.

Purpose and Authority
Role of the Committee
Responsibilities
Meetings

1.

Purpose and Authority

1.1

PurposeThe purpose of this charter (Charter) is to set out the authority delegatedto the Nomination and Board Operations Committee (Committee) of ANZGroup Holdings Limited (ANZGHL) by its board of directors and to set out
the roles, responsibilities, and operation of the Committee in relation toANZGHL and its subsidiaries (collectively “ANZ” or the “Group”).

1.2Authoritya) The Committee is established by the board of directors of ANZGHL inaccordance with the ANZGHL constitution.
b) The ANZ Board Committee Standing Rules are incorporated in this Charter.
To the extent of any inconsistencies, the terms in this Charter will prevail.
c) The Committee has the authority and necessary powers to exercise the roleand responsibilities set out in this Charter and delegated to it from time totime.
2.

Role of the Committee
The role of the Committee is to assist the board of ANZGHL in the effective
discharge of its responsibilities by providing oversight on all matters to dowith the proper functioning of the boards of ANZGHL, Australia and New
Zealand Banking Group Limited, ANZ NBH Pty Ltd, ANZ BH Pty Ltd and ANZGroup Services Pty Ltd (each a Board), including in relation to ongoing
composition and overall Board operations, and providing an environment
where each Board can carry out effective and responsible decision makingand oversight.

3.

Responsibilities
To accomplish its role, the Committee attends to:(a)

All matters to do with reviewing Board composition, including, but
not limited to:(i)seeking to ensure an appropriate Board and Committee
structure is in place, making recommendations to each Board inrespect of proposed changes to Board and Board Committee
size and composition;(ii)

assisting each Board with Non-Executive Director and Chairrenewal and succession planning generally, including:

ANZ Nomination and Board Operations Committee Charter
January 2023

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reviewing and approving the processes for Director selection,
appointment and re-election and overall Board renewal;(B)monitoring the effectiveness of ANZ’s approach to diversity tothe extent relating to Board diversity, includingreviewing/monitoring and approving measurable objectives
for achieving gender diversity on the ANZGHL Board;(C)monitoring and making amendments to ANZ’s Board skills
matrix;(D)

recommending individuals to each Board to be appointed as
directors; and(E)reviewing succession planning for the Chair of each Board.

(b)

Reviewing and approving the processes in place for evaluating theperformance of (i) each Board (ii) each Committee and (iii) each
Director including the Chair of each Board, but excluding the CEO.

(c)

All other matters to do with the effective and efficient operation ofeach Board and its Committees (if any), including but not limited
to:(i)

seeking to ensure that ANZGHL, Australia and New Zealand
Banking Group Limited, ANZ NBH Pty Ltd, ANZ BH Pty Ltd andANZ Group Services Pty Ltd have an effective process for theinduction of new Non-Executive Directors and that there areappropriate continuing education opportunities for Directors todevelop and maintain the skills and knowledge required toperform their role effectively;(ii)

reviewing and approving the Charters for each Board and eachCommittee except for this Committee Charter, which shall be
reviewed and approved by the ANZGHL board; and(iii)

reviewing and approving policies and processes relating to each
Board and this Committee’s purpose and duties.

(d)

4.

(A)

Carrying out any other duties or responsibilities expressly
delegated to the Committee by each Board from time to time or asneeded to comply with any relevant regulatory requirement (e.g.
APRA Prudential Standard) or relevant recommendations (e.g. ASX
Corporate Governance Council recommendation).

Meetings
This Committee will meet at least twice annually, and more frequently if it
deems necessary.

ANZ Nomination and Board Operations Committee Charter
January 2023

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