ANZ Ethics, Environment, Social and Governance 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 Ethics, Environment, Social and Governance Committee(Committee) of ANZ Group Holdings Limited (ANZGHL) by the board ofdirectors (Board) and to set out the roles, responsibilities, and operation ofthe Committee in relation to ANZGHL and its subsidiaries (collectively, ANZor the Group).

1.2Authoritya) The Committee is established by the Board in accordance with the ANZGHL
constitution.
b) The ANZ Board Committee Standing Rules are incorporated into thisCharter. To the extent of any inconsistencies, the terms in this Charter willprevail.
c) The Committee has the authority and necessary powers to exercise the roleand responsibilities set out in this Charter and granted to it under any
separate resolutions of the Board from time to time.
2.

Role of the Committee
The role of the Committee is to assist the Board in the effective discharge ofits responsibilities by providing oversight of ANZ’s measures to advance itspurpose, namely to shape a world where people and communities thrive,
focusing on ethical, environmental, social and governance matters.

3.

Responsibilities
To accomplish its role, the Committee:(a)Reviews and approves the proposed corporate sustainability objectives
for ANZ, and review progress in achieving them;(b)

Reviews and approves the disclosures relating to ANZ’s Sustainability
Framework, objectives and related performance as set out in the suiteof annual reporting documents;(c)Discusses, questions and provides advice to management on past,current and emerging ethical, environmental, social and governance

ANZ Ethics, Environment, Social and Governance Committee Charter
January 2023

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risks and opportunities relevant to ANZ’s ability to operate as a fair,
responsible and sustainable business;(d)

Receives reports on past, current and emerging ethical,
environmental, social and governance matters;(e)Provides oversight of ANZ’s Ethics and Responsible BusinessCommittee, including receiving the minutes of that body anddiscussing material matters referred to the Committee from that body;(f)Refers to the Board the resolution of any significant ethical orenvironmental, social and governance matters where applicable;(g)

Reviews the development of and approve applicable corporate
governance policies and principles;(h)Reviews ANZ’s Corporate Governance Statement;(i)

In relation to whistleblowing, in conjunction with the ANZGHL Audit
Committee and the Australia and New Zealand Banking Group Limited(ANZBGL) Audit Committee:

(j)

4.

(A)

reviews the effectiveness of management’s process for
informing employees of the existence of the Whistleblower
Policy and ANZ Code of Conduct and Ethics;(B)seeks to ensure procedures for the receipt, retention andtreatment of information submitted confidentially byemployees and third parties under such policies are
established and maintained by Management;(i)

receives reports from Management regarding any
material incidents reported under the Whistleblower
Policy; and(ii)refers any relevant matters to the ANZGHL Audit
Committee and/or the ANZBGL Audit Committee; andAny other duties or responsibilities expressly delegated to theCommittee by the Board from time to time.

Meetings
The Committee will generally meet four times annually, and more frequently
if it deems necessary.

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