ANZ Group People & Culture Committee
CharterContents

1.

Purpose2.

Authority

3.

Committee composition and procedure

4.

Access

5.

Role

6.

Responsibilities

7.

Role Definitions

1.

PurposeThe People & Culture Committee (Committee) has been established by the board of ANZ Group
Holdings Limited (ANZGHL) (ANZGHL Board) to perform the people and remuneration
responsibilities set out in this Charter in relation to ANZGHL and its subsidiaries (collectively, ANZGroup).
ANZ Group entities (other than ANZGHL) regulated by APRA (Regulated Entities) have alsodelegated authority to the Committee to act as the remuneration committee of those entities andthe Committee will report to the boards of the Regulated Entities, as well as the ANZGHL Board.
The Committee assists the ANZGHL Board and the boards of the Regulated Entities (RegulatedEntity Boards) to establish and oversee ANZ Group’s people and remuneration frameworks,policies and practices.
For clarity, references to ‘Board’ in this Charter refer to the ANZGHL Board and each Regulated
Entity Board collectively and individually, unless specified otherwise.

2.

Authority
The Committee has the authority and necessary powers to exercise the role and responsibilities setout in this Charter and granted to it under any separate resolutions of the Board from time to time.

3.

Committee composition and procedure
Requirements in relation to the Committee’s composition and procedure (including in relation tomeetings, performance evaluation and access to information) are set out in the ANZ Board
Committees Standing Rules, which form part of this Charter. To the extent of an inconsistency
between the Standing Rules and this Charter, this Charter will prevail.
The Committee will seek to ensure some overlap in membership between this Committee and theANZGHL Board Audit and Risk Committees.
Joint meetings of the Group Board People & Culture, Audit and Risk Committees, together with theAustralia and New Zealand Banking Group Limited (ANZBGL) Audit and Risk Committees, will beheld at the end of each financial year to leverage insights from these Committees when considering
the Group Scorecard assessment, ANZ Incentive Plan (ANZIP) outcomes and performance andremuneration outcomes for Specified Roles.
No individual executive will be permitted to be present when their individual performance outcomes
and/or remuneration is being discussed.

4.

AccessThe Committee will have free and unfettered access to other Board Committees, risk and financial
control personnel and other relevant parties (internal and external) to support it in fulfilling its
responsibilities.
The Regulated Entity Boards will have free and unfettered access to the Committee.

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5.

Role
The ANZGHL Board is ultimately responsible for, and actively oversees ANZ Group’s Performanceand Remuneration Framework (P&R Framework) and its effective application throughout the ANZGroup. Each Regulated Entity Board is responsible for the effective application of the P&R
Framework in the relevant Regulated Entity and its subsidiaries.
The Committee’s role is to assist each Board in its oversight of the effective operation of P&R
Framework and other Talent and Culture (T&C) matters.

6.

Responsibilities
The responsibilities of the Committee are set out below.

6.1.

P&R Framework•Overseeing the design, effective operation, implementation and monitoring of the P&R
Framework, including but not limited to the approach to performance management, fixed andvariable remuneration, and accountability and consequence management.

•Seeking to ensure that the P&R Framework:

•••

6.2.

oaligns with the ANZ Group’s business plan, strategic objectives, and risk management
framework;

opromotes effective management of both financial and non-financial risks, sustainable
performance and the long-term soundness1 of ANZGHL and the Regulated Entities; andosupports the prevention and mitigation of conduct risk within the ANZ Group.

Ensuring that the following reviews of the P&R Framework are conducted in line withapplicable requirements, reviewing the findings and making recommendations for changes tothe Board, where appropriate:
oCompliance review – conducted annually; andoEffectiveness review – conducted at least every three years, and at any time theCommittee considers necessary where a material change to the size, business mix andcomplexity of the operations is identified.

Assisting the Board in seeking to ensure that the P&R Framework and other relevant T&C
strategies, policies, and practices of the ANZ Group:
omeet applicable governance, legal and compliance requirements (including APRAPrudential Standards);

oare implemented in such a way as to mitigate risk in line with the Group’s Risk
Management Strategy;oare monitored and reviewed regularly for their appropriateness and effectiveness; ando

are applied fairly and consistently with ANZ’s other policies throughout the ANZ Group.

Overseeing the development and maintenance of an ANZ Group risk management andcontrols framework to minimise the risks associated with determining, managing, andcommunicating executive and employee remuneration.

Remuneration policy•

Overseeing the design, effective operation and monitoring of the ANZ Group P&R Policy andrecommending the Policy and any changes to the ANZGHL Board.

•Reviewing and making recommendations to the ANZGHL Board and ANZBGL Board for theapproval of the ANZBGL P&R Policy and any amendments to the Policy.

and for a registrable superannuation entity (RSE) licensee, promotes performing its duties and exercising its powers inthe best financial interests of beneficiaries.
1

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6.3.

6.4.

6.5.

•Reviewing and making recommendations to the ANZGHL Board in relation to any otherremuneration policies2 that may apply from time to time.

•Reviewing and making recommendations to the ANZGHL Board for the endorsement of theANZ NZ P&R Policy (which applies to the New Zealand geography) and any amendments tothe Policy.3

Non-Executive Director remuneration•Regularly consider and approve (where appropriate) remuneration arrangements for NonExecutive Directors (NEDs) of the ANZ Group and ANZBGL in compliance with relevant laws,regulations, standards, corporate governance principles and competitive practice, includingbase fees and superannuation arrangements.

•Recommending any changes to the ANZGHL NED fee pool to ANZGHL shareholders forapproval.

•The Chairman of the ANZGHL Board to be consulted by the ANZ Bank New Zealand Limited(ANZ NZ) HR Committee on NZ NED fees (including for the Chair of the ANZ NZ Board).

Appointment of Specified Roles and other Direct Reports to the CEO•Considering and making recommendations to the Board on the appointment (including key
employment contract terms and conditions such as remuneration) and termination of Senior
Managers.4,5,6•

Considering and approving the appointment and termination of all other direct reports (nonadministrative) to the Chief Executive Officer (CEO).

•Reviewing and approving the “Fit and Proper” assessments of Senior Managers for ANZGHLand ANZBGL and other direct reports (non-administrative) to the CEO.7•

Establishing and maintaining a process for setting and evaluating appropriate performancemeasures for Senior Managers of the ANZ Group.

•Overseeing succession plans for Enterprise Business Critical Roles, including making
recommendations to the ANZGHL and ANZBGL Boards on succession matters relating to theCEO.

Executive and employee remuneration arrangements•Reviewing and making recommendations to the ANZGHL Board for the approval (or in thecase of ANZ NZ, endorsement) of:othe design and funding of ANZ Group’s variable remuneration arrangements, including
the ANZIP, Long Term Variable Remuneration and the CEO’s Short Term Variable
Remuneration; and2This does not extend to remuneration policies of ANZ Non-Banking Group entities. The ANZGHL Board has delegatedto the Management Sponsor of any ANZ Non-Banking Group Entity, authority to approve on ANZGHL’s behalf, theadoption of the ANZ Group P&R Policy by the ANZ Non-Banking Group entity (if APRA Prudential Standard CPS 511
Remuneration applies for that entity), the P&R Policy specific to that entity (based on an ANZGHL Board approved
proforma), and any subsequent changes to this P&R Policy.
3

The ANZ NZ P&R Policy is recommended to the Board of ANZ Bank New Zealand Limited (ANZ NZ Board) by the ANZNZ HR Committee and recommended to the ANZGHL Board by this Committee for endorsement to seek to ensurecompliance with APRA’s Prudential Standards.
4
The terms and conditions of the GE & CEO NZ’s employment and decisions relating to their employment,
remuneration arrangements and outcomes or termination will be approved by the ANZ NZ Board in consultation with,and endorsement by, the ANZGHL Board, consistent with their respective regulatory obligations.
5

Consultation will also occur with the ANZGHL Board Risk Committee Chair on the Chief Risk Officer role, and the Audit
Committee Chair on the GGM Internal Audit role.
6Note that authority has been delegated from the Board to the CEO and Chairman of the ANZGHL Board to approveacting appointments to Senior Manager roles.
7Authority has been delegated from the Board to the CEO and Chairman of the ANZGHL Board to approve the interimand full “Fit and Proper” assessments of persons acting in these roles.

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o••

6.6.

6.7.

ANZ Group’s remuneration structure and terms for all persons specifically covered
under the ANZ Group P&R Policy.

Reviewing, at least annually, and making recommendations to the ANZBGL and ANZGHLBoards as appropriate on, the remuneration arrangements and outcomes (includingperformance measures and assessment, and fixed and variable remuneration outcomes) for
Specified Roles:
oANZGHL and ANZBGL Senior Managers (individually, including any application ofdownward adjustment);oANZGHL and ANZBGL Material Risk Taker (MRT) roles (cohort basis, noting that fixedand variable remuneration outcomes, including any application of downward
adjustment, will be reviewed individually by the Committee); andoANZBGL risk and financial control roles (cohort basis).

Reviewing and approving individual fixed and variable remuneration outcomes (including anyapplication of downward adjustment) for:oother direct reports (non-administrative) to the CEO; ando

any other individual’s variable remuneration outcomes at or above certain thresholds
stipulated by ANZGHL from time to time.

•Reviewing and approving all Hong Kong branch Senior Management and Key Personnel Special
Reward Arrangements8 as required by the Hong Kong Monetary Authority.

•The Committee, in forming any recommendations regarding remuneration, will have:oobtained sufficient information, including from the Board Risk Committee and ANZGroup Chief Risk Officer (CRO), to determine that remuneration outcomes arecommensurate with performance and risk outcomes; andoDetermined whether the variable remuneration arrangements for each relevant
individual and cohort is appropriate to meet its intended purpose and expected
remuneration outcomes and supports ANZ Group’s prudential obligations.

Equity and other incentive plans•

Overseeing the operation of employee equity arrangements.

•Approving the design of employee equity plans, the making of offers, interpretations of andchanges to plan rules, and the approach for determining allocation, expensing and disclosure
values.

Talent & culture•

Reviewing and, where appropriate, approving, relevant talent & culture strategies, policies andpractices.

•Reviewing and, where appropriate, approving, matters relating to employee engagement andculture, including the strategies and actions to measure, monitor and continue to evolveorganisational culture across the ANZ Group.

•Overseeing Code of Conduct themes and trends and making recommendations to the Board toaddress any systemic issues identified across the ANZ Group.

•Overseeing that policies, systems and frameworks are in place across the ANZ Group:
ofor the prevention of and response to sexual harassment;

oto collect, analyse and use data to effectively manage the risks related to sexualharassment; andothat are regularly reviewed to ensure they remain appropriate.

8Special Reward Arrangement means remuneration arrangements such as: “buyout” of forfeited deferredremuneration, bonus opportunity foregone, conditional performance payment, and conditional retention award.

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6.9.

Overseeing the approach to diversity and inclusion across the ANZ Group, including review,approval and disclosure of the diversity and inclusion policy, the measurable annual objectives
for achieving diversity and inclusion (including gender) and progress towards achieving them.

Accountability•Reviewing regular reporting on ANZ’s Financial Accountability Regime (FAR) framework,including the FAR Breach Policy, and approving any recommendations from management inrelation to the FAR framework and FAR Breach Policy.

•Overseeing the Enterprise Accountability Group (EAG) in carrying out its responsibilities underits charter and approving any recommendations from EAG in relation to the accountability andconsequence framework.9•The Committee Chair is authorised to consult with other Board Committee Chairs and request
management to undertake accountability reviews on any matter, and to approve changes tothe EAG Charter.

Engagement of advisers•Where ANZGHL or ANZBGL engages a remuneration consultant for the purpose of providing a
specific remuneration recommendation for Key Management Personnel (KMP):oensuring their appointment is approved by a NED of ANZGHL or ANZBGL (as relevant)before the work commences (typically the Committee Chair); andoensuring the consultant’s remuneration recommendations are provided directly to aNED of ANZGHL or ANZBGL (as relevant), and not to management.

•6.10.

Other
••

7.

If choosing to engage third-party experts, the Committee has the power to do so in amanner that ensures that the engagement, including any advice received, is independent.

Monitoring for effectiveness and where appropriate, approving, matters relating to:oemployee superannuation and/or pension arrangements across the ANZ Group;

odevelopment of a stakeholder engagement strategy for shareholder and regulator
communication in relation to remuneration issues; andocompliance with regulatory, legal and any continuous disclosure requirements, including
the preparation of ANZ's Remuneration Reports, APS 330 Remuneration Disclosuresand other required remuneration related disclosures.

Overseeing the ongoing and effective compliance with industry led, remuneration related
reforms from time to time, including reviewing the results of any independent reviews,
considering relevant recommendations and consider whether any further actions are required
to address the reviews and recommendations.

Role Definitions•“Enterprise Business Critical Roles” for the purposes of succession planning; means all
Group Executive Committee (ExCo) roles and roles that may pose a significant risk to thecontinuity and/or reputation of ANZGHL or ANZBGL if vacant.

•“Key Management Personnel (KMP)” means Directors of ANZGHL or ANZBGL (asapplicable, whether executive directors or otherwise), and those personnel with a key
responsibility for the strategic direction and management of the Group (or entity) (i.e.,
members of the ExCo) who have FAR accountability and who report to the CEO.

•“Material Risk Taker (MRT)” means an ANZ Group employee whose activities have amaterial potential impact on ANZGHL’s or ANZBGL’s risk profile, performance, and long-termsoundness, as determined by the Board Risk Committee from time to time.

9The accountability and consequence framework outlines the Committee’s expectations of management in determining
the appropriate level and timing of risk-related adjustments to variable remuneration outcomes, including for persons in
specified roles.

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Page 5 of 6•“Risk and financial control personnel” means all risk personnel reporting up to the ANZGroup CRO, all finance personnel reporting up to the ANZ Group CFO (excluding Procurementand Property) and all Internal Audit personnel reporting up to the GGM Internal Audit.

•“Specified Roles” means a person who is a senior manager, executive director, material-risktaker (including highly-paid material risk-takers) and/or in a risk and financial controlpersonnel role.

•“Senior Manager” means all FAR Accountable Persons (AP) that are ANZ Group employees,
plus any ExCo member that is not classified as a FAR AP.

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