ANZ Group Holdings Limited Audit Committee Charter
Contents
1.
2.
3.
4.
5.

Purpose and Authority
Role of the Committee
Responsibilities
Committee memberships
Meetings
1. Purpose and Authority
1.1

ANZ Group Holdings Limited (ANZGHL) is the listed ultimate holding company,
and the APRA Level 3 Head, of the ANZ Group.

1.2

The ANZ Group is a group of companies, comprising of ANZGHL and its relatedbodies corporate, and encapsulating both ANZ’s banking and non-banking
businesses (“ANZ” or the ”Group”).

1.3

The purpose of this charter (Charter) is to set out the authority delegated tothe audit committee (Committee) of ANZGHL by the ANZGHL board of directors(Board) and to set out the roles, responsibilities, and operation of theCommittee in relation to the ANZGHL and the Group.

1.4

The Committee is established by the Board in accordance with the ANZGHL
constitution.

1.5

The ANZ Board Committee Standing Rules are incorporated into this Charter. To
the extent of any inconsistencies, the terms in this Charter will prevail.

1.6

The Committee has the authority and necessary powers to exercise the role andresponsibilities 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
2.1

The role of the Committee is to assist the Board by providing oversight of andreviewing the following relating to ANZGHL and the Group:(a)financial reporting principles and policies, controls and procedures;(b)internal control and risk management framework to assist the Board inensuring its effectiveness;(c)the work of Internal Audit which has a functional reporting line to theCommittee through the Chair of the Committee and unfettered access tothe Committee. ;(d)the integrity of financial statements and the independent audit thereof,
and the Group’s compliance with legal and regulatory requirements in thisregard;(e)any due diligence procedures;(f)prudential supervision procedures and other regulatory requirements tothe extent relating to financial reporting;(g)

the appointment, and replacement of ANZGHL’s external auditor; and(h)any other matters referred to it by the Board.

3 Responsibilities
3.1

To accomplish its role, the Committee is responsible for the following relating toANZGHL and the Group:

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Page 1 of 5External Auditor(a)With respect to the external auditors:(i)oversee the selection, evaluation and replacement as necessary of
the external auditors;(ii)

review and agree the annual audit engagement letter;(iii)

review and approve the annual audit plan (including co-ordination
with internal audit), seek to ensure it meets regulatory
requirements and approve the fees charged for audit and review
services;(iv)

determine categories of non-audit services that may be provided by
the external auditors;(v)

provide pre-approval or otherwise of all audit, audit-related andnon-audit services that are to be undertaken by the external
auditors. Authority to pre-approve may be delegated to the Chair of
the Committee and/or provided pursuant to specific pre-approval
policies adopted by the Committee;(vi)seek to ensure disclosure to shareholders of the Committee’s
approval of all non-audit services provided by the external auditors;(vii)

review and provide oversight of audit reports prepared and issued
by the external auditors on ANZ financial statements and activities,
and monitor that concerns are being managed and rectified in an
appropriate and timely manner;(viii) consider and review reports prepared by the external auditors on
critical accounting policies, all alternative treatments of financial
information permitted under Australian equivalents to International
Financial Reporting Standards (AIFRS), and all other written
communication between the external auditors and management;(ix)

resolve any disagreements between the external auditors andmanagement regarding ANZ’s financial reporting;(x)

discuss with the external auditors any relationship that may impact
their objectivity and independence and satisfy itself that theexternal auditors are independent and that there is no conflict ofinterest situation that could compromise, or be seen to compromise,such independence;(xi)

seek to ensure that the external auditors prepare and deliver anannual and half-yearly statement as to their independence which
includes details of all relationships with ANZ;

(xii)

annually review the effectiveness of the external auditors;(xiii) annually review the independence, fitness and propriety andqualifications of the external auditors including rotation of lead audit
partner, and hiring policies for employees and former employees ofthe external auditors; and(xiv) annually discuss whether the external audit firm or any of its
representatives involved in an ANZ audit have been subject toquality review by any regulator.
Internal Audit(b)With respect to Internal Audit:(i)make recommendations to the Board on the selection andreplacement of the Group General Manager, Internal Audit, notingthat authority has been delegated to the CEO and Chair of theBoard in consultation with the Committee Chair to approve acting
appointments to the Group General Manager, Internal Audit role;

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0Page 2 of 5(ii)review and approve the annual Internal Audit plan and seek toensure it meets regulatory requirements and covers all materialrisks;(iii)

approve the annual budget for the Internal Audit function;(iv)

receive from Internal Audit summaries of significant reports tomanagement prepared by Internal Audit, the management
response, and Internal Audit’s recommendations, and monitor thatissues are being managed and rectified in an appropriate and timelymanner;(v)

review assessments of the effectiveness of internal controls andprocedures;(vi)

review the activities, staffing and organisational structure of theInternal Audit function, including the approval of major proposed
outsourcing of any part of the function;(vii)

review and approve the Internal Audit Charter on an annual basis;(viii) review the results of the quality assurance and improvement
program as part of the annual assessment of the effectiveness andindependence of Internal Audit; and(ix)review the performance and remuneration of the Group General
Manager, Internal Audit and make recommendations to the Board
as appropriate.

Financial Reporting(c)With respect to financial reporting:(i)

receive from management, Internal Audit and the external auditors
a timely analysis of significant financial reporting issues andpractices and allow sufficient time to review such analyses;(ii)

discuss the audited (half year: reviewed) financial statements, andrelated regulatory filings, earnings press releases, other financial
information being made public, any significant matters arising fromthe external audit, management judgements and accounting
estimates, and significant changes to ANZ's auditing and accounting
principles, policies, controls, procedures and practices withmanagement, internal audit and the external auditors, and approve
any such matters as necessary (except to the extent such mattersmust be considered and approved by the Board in order to comply
with legal or regulatory requirements, including without limitation
matters relating to the half-year and full-year financial reports,
directors’ declarations and directors’ reports, and statements about
non-audit services and auditor independence based on advice
provided by the Committee);(iii)

oversee financial reporting requirements, professional accounting
requirements and critical accounting policies and advise the Boardof any material new requirements or policies (or any materialchanges);(iv)

consider key accounting and audit judgements;(v)

if necessary, obtain explanations from management/the external
auditors as to why any audit differences remain unadjusted;(vi)

regularly review tax risks and governance;(vii)

review the certifications provided by the Chief Executive Officer andthe Chief Financial Officer on annual and half-yearly financial reports
pursuant to the Corporations Act (and other regulatory
requirements as applicable), and review the processes that wereused to reach the opinion provided in the certifications;(viii) review the form of opinion that the external auditors propose torender; andANZ Group Holdings Limited Audit Committee Charter
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0Page 3 of 5(ix)where other statements containing financial information require
Board approval, the Committee should review such statements
wherever practicable in advance of their consideration by the Board,subject always to not compromising the ability to comply withrequirements in relation to prompt reporting deadlines).

Whistleblowing(d)

In conjunction with the Ethics, Environmental, Social & GovernanceCommittee:(i)review the effectiveness of management’s process for informing
employees of the existence of the Whistleblower Policy and ANZ
Code of Conduct, to enable employees to make confidential,
anonymous submissions regarding concerns relating to accounting,internal control, compliance, audit and other matters; and(ii)seek to ensure procedures for the receipt, retention and treatmentof information submitted confidentially by employees and thirdparties regarding accounting, internal controls, compliance, auditingor other matters are established and maintained;

Due Diligence Procedures(e)With respect to due diligence procedures:(i)seek to ensure the Chair of the Committee or their nominee is amember of any due diligence committee that is established whererepresentation from the Board is required or deemed appropriate;(ii)

discuss reports on ANZ prepared for prudential supervisors, otherregulators and third parties; and(iii)

consider any reports prepared by the external auditors in relation tothe above due diligence procedures.

Corporate Governance(f)With respect to corporate governance:(i)

receive reports from major subsidiary audit committees, on suchbasis as the Committee determines within ANZ and respond toissues raised as appropriate;(ii)

develop and promulgate rules on the employment by ANZ ofmembers of the external audit firm;(iii)

seek to ensure that ANZGHL has adopted a Code of Conduct that is
applicable to the Chief Financial Officer, Principal Accounting Officer
and other senior financial officers; and(iv)review reports of the Financial Governance Programme and consider
the impact of any identified control deficiencies on ANZ's externalreporting.

(g)

Discuss and review ANZGHL’s policies with respect to risk assessment andrisk management to the extent necessary to fulfil the Committee’s
purpose and duties.

(h)Consider the major findings of any internal investigation into control
weaknesses, fraud or misconduct and management’s response.

(i)Advise the Group People and Culture Committee of any financial or nonfinancial risk outcomes that may warrant consideration by the GroupPeople and Culture Committee in discharging its duties.

(j)

The Committee must be available to meet with APRA on request.

4 Committee memberships
4.1

The Board shall appoint one of its members, other than the chair of the Board,
to serve as the Committee’s chairperson (Chair).

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4.2

4.3

In addition to the independence criteria set out in ANZ’s Board Renewal,
Appointment and Performance Evaluation Policy, the following rules apply toeligibility for membership of the Committee:(a)a director who sits on the Committee cannot be an officer or employee of
the Group or a substantial shareholder of ANZGHL or receive fees from theGroup other than in the capacity as a director of a Group company ormember of a committee of the board of a Group company;(b)each member of the Committee must be appropriately financially literate(as such qualification is interpreted by the Board in its business judgment)
and members of the Committee must, between them, have theappropriate knowledge, skills and experience (including industryexperience) to effectively discharge the Committee’s responsibilities;(c)at least one member of the Committee will be a ‘financial expert’. A
financial expert is a person who has an understanding of financial
statements prepared under AIFRS, and experience in preparing, auditing,analysing or evaluating financial statements of companies comparable toANZGHL, in the application of AIFRS to accounting for estimates, accruals,and reserves, in internal accounting controls and in the functioning ofaudit committees. However, the duties with respect to financial reporting
as set out in this Charter are those of the Committee, and are not theindividual responsibility of those members who are considered a “financialexpert”.

The ANZ Risk Committee Chair will be a member of the Committee (and viceversa) to seek to ensure relevant information flows between these committees.

5 Meetings
5.1

The Committee will meet at least four times annually and more frequently if it
deems necessary.

5.2

Representatives of management, Internal Audit, and of the external auditors will
be invited to attend part or all of any meeting of the Committee. TheCommittee may request certain parties to withdraw from any part of themeeting and may request any officer or employee of ANZ or the external
auditors to attend a meeting.

5.3

The Committee will meet regularly with the external auditors, in the absence ofmanagement. The Committee Chair will also meet privately with the externalauditors. The Committee will request the external auditors to advise it whether
any officer of ANZ has taken any action to improperly influence, coerce,manipulate, obstruct, or mislead any member of the external audit team for thepurpose of rendering the financial statements materially misleading.

5.4The Committee will meet regularly with Internal Audit, in the absence of othermanagement. The Committee Chair will also meet privately with the GroupGeneral Manager, Internal Audit.

5.5

Joint Group People and Culture Committee, Audit Committee and Risk
Committee meetings will be held at the end of each financial year to leverageinsights from these Committees when considering the Group Scorecard
assessment, ANZ Incentive Plan outcomes, and performance and remuneration
outcomes for Specified Roles.
No individual executive will be permitted to be present when their individual
performance outcomes and/or remuneration is being discussed.

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