2023

CORPORATEGOVERNANCE
STATEMENT2

ANZ 2023 Corporate Governance Statement

APPROACH TO
GOVERNANCE

The ANZ Group Holdings Limited (ANZGHL) board(Board), with the support of its Board Committees,
is responsible for oversight of ANZGHL and its
subsidiaries’ (ANZ Group, ANZ, Group) governanceframework. The framework seeks to provide effective
and responsible decision making, assisting ANZ indelivering on its strategy and purpose.

2023 Restructure

Approach to governanceOn 3 January 2023, Australia and New Zealand Banking Group Limited (ANZBGL) established by scheme of arrangement, a non-operatingholding company, ANZGHL, as the new listed parent company of the ANZ Group and implemented a restructure to separate ANZ’sbanking and certain non-banking businesses into the ANZ bank group and ANZ non-bank group (Restructure). The governance practices
described in this Statement are substantially the same as applied to ANZBGL apart from certain changes that relate to procedural andadministrative matters. ANZGHL confirms it has followed the Recommendations of the ASX Corporate Governance Council throughout
the 2023 financial year.

Board of Directors

ANZGHL SHAREHOLDERS

The Board

Other informationRole of Company Secretaries
Board Committees
Audit and financial governance

ANZ Group

ANZGHL

Ethical and responsible decision-making
Commitment to shareholders• Clear delineation of the respective roles of Boardand management;• Timely and balanced disclosure, including thecorporate governance page of ANZ’s website atanz.com/corporategovernance; andBoard areas of focus in FY23

Performance evaluations

This Statement, which has been approved by
the Board, outlines key areas of the framework,
which includes:• An experienced and independent Board,
supported by a Board Committee structure whichis regularly reviewed to seek to ensure it continues
to operate effectively and add value;

Board overview

Continuous Disclosure
Environmental and social risks

ANZ BH Pty Ltd

ANZ Group Services Pty Ltd

ANZ NBH Pty LtdANZBGL

Certainproperty assets

1835i trusts, interests
in non-banking businessesincl. Worldline JV, DOT, TIN
and Pollination• A comprehensive risk management framework
which is regularly reviewed.

Banking businessesincl. ANZ NZOther potential non-banking
businesses

ANZ Bank GroupANZ Non-Bank Group

Diversity and inclusion

3

ANZ 2023 Corporate Governance Statement

BOARD OFDIRECTORSApproach to governance
Board of Directors
Board overview
Board areas of focus in FY23
The Board
Performance evaluations
Other information

Paul O’Sullivan

Shayne Elliott

Ilana Atlas, AO

Jane Halton, AO PSM

RT Hon Sir John Key, GNZM AC

Chairman, Independent
Non-Executive Director

Chief Executive Officer,
Executive Director

Independent
Non-Executive Director

Independent
Non-Executive Director

Independent
Non-Executive Director

Role of Company Secretaries
Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks
Diversity and inclusion

Holly Kramer

John Macfarlane

Christine O'Reilly

Jeff Smith

Independent
Non-Executive Director

Independent
Non-Executive Director

Independent
Non-Executive Director

Independent
Non-Executive Director

Full biography details can be found on ANZ’s website at anz.com/directors

4

ANZ 2023 Corporate Governance Statement

BOARD
OVERVIEWCORPORATE GOVERNANCE
FRAMEWORKSHAREHOLDERS
BOARD OF DIRECTORS

Audit Committee
Ethics, Environment, Socialand Governance Committee
Risk Committee
Human Resources Committee
Digital Business andTechnology Committee
Nomination and Board
Operations Committee
Board Delegation to
Management Policy
CHIEF EXECUTIVE OFFICERGROUP EXECUTIVECOMMITTEE

Board composition

Board committees

ANZBGL Board GovernanceApproach to governance• ANZGHL’s Board is comprised of eight NonExecutive, independent Directors (including an
independent Chair, Paul O’Sullivan) and one
Executive Director – ANZ’s Chief Executive Officer(CEO), Shayne Elliott.

Under ANZGHL’s Constitution, the Board may
delegate any of its powers to Committees of theBoard. ANZGHL has six principal Board Committees– the Audit Committee (chaired by Christine
O’Reilly), the Ethics, Environment, Social andGovernance (EESG) Committee (chaired by PaulO’Sullivan), the Risk Committee (chaired by John
Macfarlane), the Human Resources Committee(chaired by Ilana Atlas, AO), the Digital Business andTechnology Committee (chaired by Jane Halton,
AO PSM) and the Nomination and Board Operations(NBO) Committee (chaired by Paul O’Sullivan). Each
Committee has its own Charter setting out its roles
and responsibilities.

The Board is responsible for the oversight andstrategic direction of the ANZ Group. As part of
the Restructure, an additional Non-Executive wasappointed on the ANZ BH Pty Ltd and ANZBGL
boards, being the entities at the head of the ANZbanking group, who is not also a director of
ANZGHL. Graham Hodges was appointed in
February 2023 to fill that role. The Board of ANZGHL
is otherwise identical to the board of ANZBGL.

Board of Directors• Currently, four of ANZGHL’s Directors are female
and five are male.
• Holly Kramer joined the Board on 1 August2023 as a Non-Executive Director. Holly will
stand for election as a Director at ANZ’s AGM
on 21 December 2023.
• Ilana Atlas and John Macfarlane will cease as
Non-Executive Directors at the conclusion of
ANZ's AGM on 21 December 2023.
• The names and biographical details of each
Director, including their main associations outside
ANZ, are available on ANZ’s website at anz.com/
directors and in the 2023 Annual Report.

ANZBGL has separate Audit and Risk Committees,
with their composition mirroring the ANZGHL
Committees (with the exception of Graham Hodges,
who is a member of the ANZBGL Audit and Risk
Committees only).
The terms of the ANZGHL Board and Committee
Charters and governance policies after
implementation of the Restructure havesubstantially the same intent and purpose as
ANZBGL’s Board and Committee charters andgovernance policies prior to the Restructure, otherthan certain changes made to reflect the structureof the ANZ Group.

Board overview
Board areas of focus in FY23
The Board
Performance evaluations
Other informationRole of Company Secretaries
Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks
Diversity and inclusion

5

ANZ 2023 Corporate Governance Statement

BOARD AREAS
OF FOCUS
Strategy and growth

The Board and its Committees
engage in key strategic,
governance and oversightactivities each year. The topics
below are illustrative to provide
stakeholders with an insight
into some of the key mattersconsidered by the Board and its
Committees during the 2023
financial year and is not intended
to be a comprehensive list.

During the financial year, the Board and its
Committees continued to have an appropriate focus
on longer-term strategic matters, while balancing
short and medium term requirements.
In addition to participating in normal strategy
sessions, the Board regularly discussed and reviewed
ANZ’s strategic and growth priorities. This included
broad and unstructured discussion with the CEO in
relation to the progress of the Group’s key priorities
as agreed with the Board as well as in depth reports
on individual matters as required. The Board also
had an ongoing focus on the oversight of the work
being done to maximise the Group’s execution
capacity and capability.
The acquisition of Suncorp Bank was a key topic
of consideration during the year with detailed
discussion taking place regularly on:• the process for the ultimate approval of thetransaction, including with the ACCC, AustralianCompetition Tribunal, Queensland Government
and Federal Treasurer; and• the detailed work done across the Group to
prepare for operational readiness to integrate
Suncorp Bank on completion, including its impact
on other Group priorities.

ANZ Plus also remained a key focus of the Board’s
attention, with regular discussions on the design,build and implementation of key features and thestrategy for successful customer migration, as well as
the maintenance of ANZ’s existing product estate.
Following the implementation of the non-operatingholding structure in January 2023, the Board and
NBO Committee continually reviewed the practicalimplementation of the new structure, including in
the Board’s own operation.
The Board also considered the Group's sustainability
strategy.

Risk, regulation and reputation
There was ongoing focus from the Risk Committee
and the Board in reviewing the Group’s approachto managing non-financial risk and oversight ofrisk culture.
The Board continued to meet with ANZ’s key
Australian regulators during the course of the yearwith the purpose of maintaining constructive
two-way dialogue.
The Board and its Committees also received regular
updates on key areas such as AML and CTF,
competition law, cyber security, sustainability
obligations, scams and the Financial Accountability
Regime (FAR).

People and culture
The Board Human Resources Committee considered
deep dives into the talent and culture implications
and future workforce capabilities required in ANZ's
Divisions and Functions.
The Committee also considered key matters arisingfrom ANZ's employee engagement surveys.

Financial/Operational
While the Board and its Committees have had astrong focus on the long-term future of the Group,
the Board (and its Committees) maintained anequally strong focus on the current performanceof the Group, including:• regular and broad discussions with the heads ofeach major business regarding the performanceof their business, key issues being focused on
and the ongoing changes in the operating
environment;

Approach to governance

Board areas of focus in FY23
The Board
Performance evaluations
Other informationRole of Company Secretaries• receiving regular reports on the performanceof the Australian home loans business against
the backdrop of the rapidly changing operating
environment;

Board Committees• carrying out an ongoing review of customer
remediation across the Banking Group; andCommitment to shareholders• reviewing, challenging and ultimately endorsing
ANZ’s operating plan.

Operating environment
The Board and its Committees closely monitored
the rapidly changing operating environment,
including the impact of rising inflation and interest
rates on our customers, together with ANZ's
preparedness to dealing with those matters andassisting customers.
They also considered geopolitical mattersand the impact of international developmentsin the banking industry, and disruption in
the sector generally, with regular and special
briefings conducted.

Audit and financial governance
Ethical and responsible decision-making

Continuous Disclosure
Environmental and social risks
Diversity and inclusion

6

ANZ 2023 Corporate Governance Statement

THE BOARD
3.1 Members of the Board
The name of each ANZGHL Director, together with
their appointment information, is set out below.
Each current Board member became a Director of
ANZGHL on 20 December 2022 (with the exceptionof Holly Kramer, who joined the Board on 1 August2023 and will stand for election as a Director at the2023 AGM). Given ANZBGL was the listed head entityof the Group until January 2023, information is
included below on the date each Director becamea member of the Board of the listed head entityof the Group.

The roles of the Chairman and CEO are separate.
Paul O’Sullivan has been Chairman since 28 October
2020. Paul was appointed as an Independent
Non-Executive Director in November 2019. Shayne
Elliott has been CEO since 1 January 2016. As CEO,
Shayne is not required to seek re-election byshareholders every three years, in accordance withASX Listing Rules. Ilana Atlas and John Macfarlane
will retire at the conclusion of the 2023 AGM, having
served as independent Non-Executive Directors on
the Board since 2014.

3.2 Role of the Board and management
The Board is responsible for the oversight of
ANZ and its sound and prudent management,with specific duties as set out in its Charter.
At management level, the Group Executive
Committee (ExCo) comprises ANZ’s most senior
executives. The Restructure did not have any impact
on ExCo, which continues to operate on agroupwide basis. The members of ExCo are set out
on ANZ’s website at anz.com/exco. ANZ has adelegations of authority framework that clearly
outlines those matters delegated to the CEO andother members of senior management.

Approach to governance

The Charters of the Board and each of its principal
Committees are located on ANZ’s website atanz.com/corporategovernance.

Board areas of focus in FY23

The Board
Performance evaluations
Other informationRole of Company Secretaries
Board Committees
Audit and financial governanceDirectors

Appointed to the Board of the listed head entity

Last election/re-election date

Paul O’Sullivan (Chair of Board, EESG Committee and NBO Committee)

2019

2022

Shayne Elliott (CEO)

2016

N/A

Ilana Atlas, AO (Chair of Human Resources Committee)

2014

2020 – will retire at the conclusion of the 2023 AGM

Jane Halton, AO PSM (Chair of Digital Business and Technology Committee)

2016

2022

RT Hon Sir John Key, GNZM AC

2018

2021

Holly Kramer

2023

Will stand for election at 2023 AGM

John Macfarlane (Chair of Risk Committee)

2014

2020 – will retire at the conclusion of the 2023 AGM

Christine O’Reilly (Chair of Audit Committee)

2021

2021

Jeff Smith

2022

2022

Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks
Diversity and inclusion

7

ANZ 2023 Corporate Governance Statement

3.3 Directors’ attendance at Board and Committee meetings

Approach to governance

The number of Board, and Board Committee, meetings held during the year1 and each Director’s attendance at thosemeetings are set out below. ANZ’s listed head entity of the Group changed from ANZBGL to ANZGHL during the year
as a consequence of the Restructure.

Board areas of focus in FY23

The Board

1. During the year, ANZBGL was the listed head entity of the Group from 1 October 2022 to 3 January 2023, after which ANZGHL became the listed head entityof the Group.

Performance evaluations
Other information

Board

Risk
Committee

Audit
Committee

Ethics,DigitalEnvironment,
SpecialSocial and Business and
Human
Nominations
Resources Governance Technology Committee Committee and Board
SharesCommittee Committee Committee of the Board of the Board1 Operations Committee1

A

B

A

B

A

B

A

B

A

B

A

B

A

B

Paul O’Sullivan

11

11

8

8

7

7

5

5

5

5

6

6

1

Ilana Atlas, AO

11

11

7

7

5

5

5

5

Shayne Elliott

1111Jane Halton, AO PSM

11

11

RT Hon Sir John Key, GNZM AC

11

11

Holly Kramer222Graeme Liebelt3

4John Macfarlane

5
8

7

4

2

2

2

2

11

11

8

8

7

7

Christine O’Reilly

11

11

8

8

7

7

Jeff Smith

11

11

6

6

1

5

A

B

A

B

A

B

1

2

2

3

3

1

1

2

2

1

1

1

1

2

2

5

5

6

6

1

1

2

2

5

4

6

5

1

1

2

1

6

6

1

1

2

2

1

1

2

2

2

2

1

5

5

4

4

4

4

Column A Indicates the number of meetings the Director was eligible to attend as a member. Column B Indicates the number of meetings attended. With respect to Committee meetings, the table above records
attendance of Committee members. 1. The meetings of the Committee of the Board and Shares Committee as referred to in the table above include those conducted by written resolution. 2. Holly Kramercommenced as a Non-Executive Director on 1 August 2023. 3. Graeme Liebelt ceased as a Non-Executive Director of ANZBGL on 15 December 2022.

Role of Company Secretaries
Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks
Diversity and inclusion

8

ANZ 2023 Corporate Governance Statement

3.4 CEO and delegation to management
The Board appoints the CEO and certain membersof the senior management team at ANZ, as set out
in its Charter. The Board delegates to the CEO, andthrough the CEO to senior management, via theBoard Delegation to Management Policy and the
CEO Delegation of Authority Policy, the authority
and responsibility to make decisions with the aimof achieving the approved strategies and financial
objectives of ANZ. These Policies are reviewed
regularly.
ExCo generally meets each month and is responsiblefor delivering ANZ’s purpose, to shape a world where
people and communities thrive. It does this byfocusing on:• all key stakeholders;• shaping ANZ’s culture and capabilities; and• prioritising ANZ’s efforts and allocation of
resources.
ANZ also has a number of formally establishedmanagement committees, each of which deals
with particular sets of ongoing issues with defineddecision-making authority.

3.5 Board composition, selection
and appointment
The Board is committed to a continuing process
of board renewal (including succession planning)to maintain energised, proactive and effective ANZboards. The NBO Committee assists the Board withall matters to do with reviewing Board composition.
The Committee reviews the composition of theBoard at least annually and on an interim basis as
may be required. In assessing potential candidates
and in undertaking reviews of the size andcomposition of the Board, the NBO Committee takes
into account the guiding principle that the Board’s
composition should reflect an appropriate mix
having regard to such matters as:• ensuring the requisite skills on a board arecommensurate with ANZ’s operations as they
evolve, considering factors such as businessgrowth, regulatory considerations and market
developments;• skills or experience, including across the key
areas identified in the ANZ Board Skills Matrix
where it applies;• tenure;• diversity;• a candidate’s personal qualities, communication
capabilities as well as ability to effectively
challenge management, professional reputationand commitment to ethical behaviour;• relevant guidelines/legislative requirements inrelation to board composition, including where
relevant director independence;• board membership requirements as articulated
in the Board charter; and• other considerations including ANZ’s strategic goals.
The Board has an objective of maintaining 40%
female and 40% male membership of the Board,and 20% of any gender.

Approach to governance

When considering potential
candidates, the Committee
also notes that diversity has
a broader dimension andincludes other matters such as
age and cultural identity (forexample, ethnicity and countryof origin). It is recognised thatdiversity on the Board may be
temporarily affected by board
renewal matters.

Board areas of focus in FY23

The Board
Performance evaluations
Other informationRole of Company Secretaries
Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks

The NBO Committee has been delegatedresponsibility to review and make recommendations
to the Board regarding board size and composition,and to identify individuals believed to be qualified to
become Board members and recommend suchcandidates to the Board.
The Committee also reviews and recommends the
succession planning for, and the process for electing,
the Chairman of the Board, as required.
More detailed information on ANZ’s nomination
process can be found in the Board Renewal,
Appointment of Directors and Performance
Assessment Policy, available on ANZ’s website
at anz.com/corporategovernance.

Diversity and inclusion

9

ANZ 2023 Corporate Governance Statement

3.6 Board skills and experience
During the course of the year, the NBO Committee
reviewed and reassessed the approach to the Board
Skills Matrix. Utilising the approach of an external
expert, each Director participated in a selfassessment of their levels of capability andexperience in 60 different areas, grouped into 10
categories. The categories assessed were developed
based on the expert’s knowledge of better practiceand the skills required for high performing boards,
tailored to the unique needs and goals of ANZ.
Additional input and approval for the content of
the skills assessment was provided by ANZ.
The assessment found that the Board has thecollective skills, capabilities and experience needed
to allow the Board to perform its role and discharge
its responsibilities.
The assessment assists the Board in future Board
renewal planning. The adjacent table highlights
the categories assessed and the number of
Directors (at the time of the review) who had
a minimum of five to ten years’ cumulative
experience as a non-executive director, senior
executive or practitioner and/or having the ability
to identify complex oversights or mistakes in aparticular category.
Note: Review was conducted prior to Holly Kramer
joining the Board.

Skills and experience

Number of Directors(Total: 8)

Strategy and commercial acumen

8

Industry Experience

4

Technology & Digital

5

Leadership

8

People & Culture

8

Governance, Risk & Compliance

7

Regulatory/government policy

7International business

8

Financial acumen

6

Sustainability

7

Approach to governance
Board areas of focus in FY23

The Board
Performance evaluations
Other informationRole of Company Secretaries
Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks
Diversity and inclusion

10

ANZ 2023 Corporate Governance Statement

3.7 Director independence
ANZGHL’s Board Charter requires that the Board has
a majority of Non-Executive Directors who satisfy
ANZ’s criteria for independence. Those criteria are
set out in the Board Renewal, Appointment andPerformance Evaluation Policy and are reviewed
by the NBO Committee regularly against the ASX
Governance Principles, the APRA Prudential
Standards, and the other relevant requirements.
The Audit Committee Charter sets additional
independence criteria for Audit Committee
members which is also considered.

ANZ’s test for independence is whether a Director
has a material relationship with ANZ. In summary,a relationship with ANZ is regarded as material if areasonable person in the position of a Non-Executive
Director of ANZGHL would expect there to be a realand sensible possibility that it would influence, or beperceived to influence, a Director’s mind in:• making decisions on matters likely to comeregularly before the Board or its Committees;• objectively assessing information and advice
given by management;• setting policy for general application across
ANZ; and• generally carrying out the performance of theirrole as a Director.

Further details of the criteria are set out on ANZ’s
website at anz.com/corporategovernanceDirectors may have a personal commercial
relationship with, or are on the boards of companies
and other organisations that have a commercial
relationship with ANZ. Arrangements are in place(see Section 3.8) to seek to ensure that there are no
independence issues arising from those relationships.

3.8 Conflicts of interest
Over and above the issue of independence, each
Director has a continuing responsibility to determine
whether he or she has a potential, or actual, conflictof interest in relation to any material matter which
relates to the affairs of ANZ. Such a situation may
arise from external associations, interests or personal
relationships.
ANZ has a Directors’ Disclosure of Interest, Handling
Conflicts of Interest and Outside Commitments
Procedure. It provides that a Director must not allow
a conflict of interest to compromise their position
as a Director of the Company.
ANZBGL is a subsidiary of ANZGHL. The ANZBGLBoard is ultimately responsible for the sound andprudent management of ANZBGL, with due
consideration to the interests of deposit holders.
Where potential conflicts arise, there are a numberof measures available to Directors of the Board todeal with such conflicts (e.g. Graham Hodges'
representation on ANZBGL board and board
committees).
Management will also assist by giving Directors
sufficient information to manage conflicts
appropriately. Each Director has the ability to obtain
independent advice or consult with independent
experts where that Director considers it necessary
to carry out their duties and responsibilities.
The Procedure contains more information around
ANZ’s approach to handling conflicts of interest,
which is available on ANZ’s website at anz.com/
corporategovernance.

3.9 Outside commitments of NonExecutive Directors
All Non-Executive Directors are asked to notify
the Chairman before accepting any new outside
appointment. The Chairman reviews the proposed
new appointment and considers the issue on an
individual basis and, where applicable, also the issueof more than one Director serving on the sameoutside board or other body.

Approach to governance
Board areas of focus in FY23

The Board
Performance evaluations
Other information

The process the Chairman follows in carrying out
this review, and the factors considered, are set out
in the Directors Disclosure of Interest, Handling
Conflicts of Interest and Outside Commitments
Procedure, which is available on ANZ’s website atanz.com/corporategovernance.

Role of Company Secretaries

If the Chairman proposes to accept a new outside
appointment, the longest serving Non-Executive
Director substitutes for the Chairman for the purposeof the review and approval process set out above.

Commitment to shareholders

ANZ is comfortable with each of the outsidecommitments of the Non-Executive Directors.

Diversity and inclusion

Board Committees
Audit and financial governance
Ethical and responsible decision-making

Continuous Disclosure
Environmental and social risks

11

ANZ 2023 Corporate Governance Statement

PERFORMANCEEVALUATIONSANZ conducts performance evaluations ofeach Non-Executive Director, the Chairmanof the Board, the Board and the Board
Committees. Upon recommendation fromthe Board Chairman, the NBO Committee
will annually determine the process to befollowed in performing the assessment of
Non-Executive Directors, Boards and Board
Committees, taking account of regulatory
requirements in this area.

4.1 Non-Executive Directors

4.4 Senior executives

Approach to governanceFor the evaluation of Non-Executive Directors, theChairman normally has a one-on-one meeting with
the Non-Executive Director regarding performanceand providing two way feedback.

The Remuneration Report in the 2023 Annual Reportsets out the performance structure, process and key
inputs for how the Board assesses the performanceof the Group, CEO and other Disclosed Executives.

Board areas of focus in FY23

Performance assessments for the Group, CEO and
Disclosed Executives have been undertaken in
respect of the 2023 financial year in accordancewith the disclosed approach.

Performance evaluations

It is envisaged that at generally three-year intervals(or more frequently as the Committee determines),
the assessments will be conducted utilising theassistance of an independent third party, to be
determined by the Committee, and in theintervening period, the assessments will be
conducted internally, using a process to be
determined by the Committee.

Each of the principal Board Committees generally
conducts an annual self-assessment to evaluate theCommittee’s performance.

4.2 The Board
On a periodic basis, the performance of the Board isevaluated using an independent external facilitator.

4.3 Board Committees

The Board

Other informationRole of Company Secretaries

4.5 2023 evaluation process
is being undertaken
This year, the NBO Committee with the CEO in
attendance held a detailed workshop to discuss
the status of actions coming out of the 2022
independent external evaluation of the Board,
the Committees and of the Directors. Non-Executive
Directors are also in the process of meeting individuallywith the Chairman to discuss performance.

Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks
Diversity and inclusion

Details of the evaluation processes are summarised
below and set out in more detail in ANZ’s Board
Renewal, Appointment of Directors & Performance
Assessment Policy, which is available on ANZ’s
website at anz.com/corporategovernance12

ANZ 2023 Corporate Governance Statement

OTHER
INFORMATION
5.1 Fit and proper person checks

ANZ has processes that ensure individuals
appointed to relevant senior positions havethe appropriate fitness and propriety toproperly discharge their prudential
responsibilities.
The framework is set out in ANZ’s Group Fit andProper Policy. Before a new appointment is madeto any of the following positions, the policy requires
assessments to be carried out for each Director,
relevant senior executives, and the APRA
engagement partner of ANZ’s External Auditor.
Either the NBO Committee or the Board carries out
assessments of ANZ’s Non-Executive Directors, the
Human Resources Committee assesses the CEO andkey senior executives and the Audit Committee
assesses the APRA engagement partner of ANZ’s
External Auditor. The assessment includes:• each individual providing attestations;• the reviewer obtaining evidence of the individual’smaterial qualifications; and• the reviewer checking the individual’s past –for example: for any criminal record, bankruptcy
history and regulatory disqualifications.
During the 2023 financial year, Annual Fit andProper assessments were carried out for each
Non-Executive Director, the CEO, Disclosed
Executives and other direct reports of the CEO,and the APRA engagement partnerof ANZ’s External Auditor.

A Fit and Proper Policy summary with more
information around the framework is available on
ANZ’s website at anz.com/corporategovernance

5.2 Appointment documentation
Each new Non-Executive Director receives aletter regarding their appointment together witha Director’s Deed covering a number of issues
including indemnity, directors’ and officers’ liability
insurance, the right to obtain independent advice,confidentiality requirements and access to
information. Formal employment agreements areprovided to senior executives setting out the terms
and conditions of their appointment.

5.3 Induction for directors
ANZ arranges an induction program which involves
every new Director receiving information about all
aspects of the Group’s operations, including briefings
with key members of senior management. This isfollowed up by additional meetings or informationthat may be requested by the new Director.

5.4 Directors right to independent advice

5.7 Election at next AGM

Approach to governance

To help Directors fulfil their responsibilities, each
Director has the right (with the prior approval of the
Chairman) to seek independent professional advice,at ANZ’s expense, about his or her responsibilities.
In addition, the Board and each principal Committee
may, at ANZ’s expense, and with the approval of the
Chairman, obtain whatever professional advice it
requires to assist in its work.

As allowed by ANZGHL’s Constitution and the
Corporations Act 2001, the Board may appointa Non-Executive Director of ANZGHL at any time.
But that person must retire at the next AGM.

Board areas of focus in FY23

5.5 Meeting director share qualifications

ANZGHL’s Constitution requires a Non-Executive
Director who wishes to continue in their role to seek
re-election by shareholders every three years. This isconsistent with the ASX Listing Rules.

Within five years of each Non-Executive Director’s
appointment, they must accumulate, and thenmaintain, a holding in ANZGHL shares that isequivalent to at least 100% of a Non-Executive
Director’s base fee. The requirement for the
Chairman is 100% of his fee. Based on the ANZGHL
share price as at 29 September 2023, all NonExecutive Directors met the holding requirement.
Non-Executive Directors appointed within the last
five years have either met or are building towards
their shareholding requirement.

5.6 Non-Executive Director and senior
executive remuneration
Information about the remuneration structures
pertaining to Non-Executive Directors, the CEO
and other Disclosed Executives is set out in the
Remuneration Report in the 2023 Annual Report.

If they wish to continue as a Director, they mustseek election by shareholders at that AGM.

5.8 Directors tenure and retirement

In addition, ANZ requires Non-Executive Directors toretire in accordance with applicable maximum term
requirements unless invited by the Board to extend
their tenure due to special circumstances.

5.9 Continuing education for directors
ANZ Directors take part in a range of training andcontinuing education programs relating to theirduties and responsibilities as Directors, in addition
to a formal induction program.
Each Committee also conducts its own continuing
education sessions as appropriate and seeks to
identify topics as part of their self-assessment.
For example, the Audit Committee receives regularbriefings on developments in accounting standards.
Internal and external experts are engaged,
as required, to conduct education sessions andthe Digital Business & Technology Committee
receives regular reports on the changing cybersecurity landscape.

The Board
Performance evaluations

Other informationRole of Company Secretaries
Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks
Diversity and inclusion

13

ANZ 2023 Corporate Governance Statement

ROLE OF COMPANY
SECRETARIESThe Board is responsible forappointing ANZGHL’s Company
Secretaries. The Board has
appointed two Company
Secretaries. Profiles of ANZGHL’s
Company Secretaries can befound in the Directors’ Report(in the 2023 ANZGHLAnnual Report).

One of them is the Group General Counsel, Ken
Adams. He is responsible for the provision of legal
services to ANZ globally. He works closely with the
Chairman, Directors and senior management andis responsible to the Board for the Corporate
Governance function.

Approach to governance

The Company Secretary, Simon Pordage, is
responsible for the operations of the Corporate
Governance function including administering Board
and Board Committee meetings and associatedBoard governance requirements for ANZ and its
Australian subsidiaries, the administration of ANZgroup policies, overseeing the relationship with
ANZ’s Share Registrar and administering ANZ’s listed
securities, including managing distributions, andcommunication and lodgement of information with,securities exchanges and corporate regulators.

Other information

He is accountable directly to the Board, throughthe Chair, on all matters to do with the proper
functioning of the Board.
He works closely with the Chair of the Board
to develop and maintain ANZ’s corporate
governance principles.

Board areas of focus in FY23
The Board
Performance evaluations

Role of Company Secretaries
Board Committees
Audit and financial governance

Ken Adams

Simon Pordage

Position

Position

Commitment to shareholders

Group General Counsel

Company Secretary

Continuous Disclosure

Qualifications

Qualifications

Environmental and social risks

BA, LLB, LLM

LLB (Hons), FGIA, FCG (CS, CGP)

Diversity and inclusion

Ethical and responsible decision-making

14

ANZ 2023 Corporate Governance Statement

BOARD
COMMITTEES
7.1 Membership and attendanceEach of the principal Board Committees:
Is comprised solely of independent
Non-Executive Directors – and has
at least three members;
Has its own Charter;
Has the power to initiate any special
investigations it considers
necessary; andHas the Board appoint one of its
members as Chair.

Each Committee has been established by the
Board to undertake certain responsibilities
in relation to ANZGHL and its subsidiaries(including ANZBGL). Each year, the Board
reviews Board Committee composition.
The Chairman is an ex-officio member of
each principal Board Committee and is
Chair of the EESG Committee and NBO
Committee. The CEO is invited to attend
Board Committee meetings as appropriate.
However, his presence is not automatic andhe does not attend if his remuneration is
being considered or discussed. Non-Executive
Directors may, and are encouraged, to attend
meetings of other Committees and areprovided with papers for all meetings.
Each Board Committee may, within the scopeof its responsibilities, have unrestricted access tomanagement, employees and information it
considers relevant to the carrying out of its
responsibilities under its Charter.
Each Board Committee may require the attendanceof any ANZ officer or employee, or request theattendance of any external party, at meetings
as appropriate.

7.2 Audit Committee

Under the Committee Charter:

Approach to governance

The Audit Committee is responsible for providing
oversight and review of:• each member of the Audit Committee must
be appropriately financially literate; andBoard areas of focus in FY23

• ANZ's financial reporting principles and policies,
controls and procedures;• between them they must have the appropriate
knowledge, skills and experience (including
industry experience) to effectively discharge theCommittee’s responsibilities.

• the effectiveness of ANZ's internal control and risk
management framework;• the work of Internal Audit (IA) which has afunctional reporting line to the Committee throughthe Chair of the Committee and unfetteredaccess to the Committee – see Section 8.1 of thisStatement for more information about IA;• the integrity of ANZ's financial statements andtheir independent audit, and compliance withrelated legal and regulatory requirements;• any due diligence procedures;• prudential supervision procedures and otherregulatory requirements to the extent relating
to financial reporting; and• reports from major subsidiary audit committees.
The Audit Committee is also responsible for:• appointing, overseeing, and annually reviewing
the effectiveness of the External Auditor – including
reviewing their independence, fitness andpropriety and qualifications;• compensation of the External Auditor;• if appropriate, replacing the External Auditor; and• reviewing the performance and remunerationof the Group General Manager, Internal Auditand making recommendations to the Board
as appropriate.

The Board has determined Christine O’Reilly (Chair)
was a ‘financial expert’ under the definition set out
in the Audit Committee Charter. Although the Board
determined that Christine has the necessary attributes
to be a ‘financial expert’ in accordance with thoserequirements, it is important to note that the duties
with respect to financial reporting set out in the Audit
Committee Charter are those of the Audit Committee,
and are not the individual responsibility of thosemembers who are considered a ‘financial expert.’
The Audit Committee regularly meets with theExternal Auditor and internal auditor without
Management being present. The Chair of the Audit
Committee meets separately and regularly with IA,
the External Auditor and Management. The Group
General Manager Finance is the executive
responsible for assisting the Chair of the Committee
in connection with the administration and efficient
operation of the Committee.
The CEO and CFO gave the Board the declarations
concerning ANZGHL’s 2023:• full year financial statements, and other matters,that are required by s295A of the Corporations Act
and Recommendation 4.2 of the ASX GovernancePrinciples; and• half-year financial statements, and other matters,that are required by Recommendation 4.2 of the
ASX Governance Principles.

The Board
Performance evaluations
Other informationRole of Company Secretaries

Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks
Diversity and inclusion

15

ANZ 2023 Corporate Governance Statement

7.3 EESG Committee

7.4 Human Resources Committee

The EESG Committee is responsible for oversight,
review, discussion of and/or approval, (as applicable)of matters including:

The Board is ultimately responsible for, and oversees
ANZ Group’s Performance & Remuneration
Framework (P&R Framework) and its effective
application throughout the ANZ Group. The Human
Resources Committee’s role is to assist the Board in
its oversight of the effective operation of P&R
Framework and other Talent and Culture matters.

• the proposed corporate sustainability objectives
for ANZ;• disclosures relating to ANZ’s Sustainability
Framework, objectives and related performance;• past, current and emerging ethical, environmental,social and governance risks and opportunities
relevant to ANZ’s ability to operate as a fair,
responsible and sustainable business;• reports on past, current and emerging ethical,
environmental, social and governance matters;• ANZ’s Ethics and Responsible Business Committee;• referring to the Board the resolution of any
significant ethical or environmental, social andgovernance matters, where applicable;• the development of and approve applicablecorporate governance policies and principles; and• reviewing this Statement.
The Company Secretary and the Group General
Manager, Corporate Affairs are responsible forassisting the Chair of the EESG Committee withthe operation of the Committee.

The Human Resources Committee is responsible
for reviewing and approving, or making
recommendations to the Board on matters
including:• overseeing the design and operation of the P&R
Framework and the Group Performance andRemuneration Policy;• remuneration for the CEO and other key
executives, and fees for the Non-Executive
Directors;• the design of significant variable remunerationplans;• performance and reward outcomes for key senior
executives;• key senior executive appointments andterminations;• the effectiveness of the Group Performance andRemuneration Policy and changes to the policy;• strategies and actions taken to transform talentand culture, including but not limited to diversity
and inclusion, employee engagement and culture
and overseeing Code of Conduct themes andtrends; and• the policies, systems and frameworks for theprevention of and response to sexual harassment.
The Group Executive, Talent and Culture is
responsible for assisting the Chair of the Committeewith the operation of the Committee.

For more details on the role of the Human
Resources Committee and key areas of review/
approval in 2023, please see the Remuneration
report in the Annual Report.

7.5 Risk Committee
The Board is responsible for approving ANZ's
risk appetite, including risk appetite statement
and risk management strategy.
This responsibility extends to overseeing
management establishing a sound risk management
culture with an operational structure and thenecessary resources to facilitate effective risk
management throughout the Group, which in turnsupports the ability of ANZ to operate consistently
within its risk appetite.

Risk management framework

Approach to governance

There is a risk management framework in place tomonitor and manage ANZ’s key risks. The Board, withthe endorsement of the Risk Committee, reviews theframework at least annually to satisfy itself that theframework continues to be sound and that ANZ is
operating with due regard to the risk appetite set
by the Board. This review was conducted during
the 2023 financial year. The ANZGHL Annual Reportcontains further information on the framework,
including how it is structured with respect to theThree Lines-of-Defence Model and Risk Management
Committee, actions taken to improve risk management
during the year and emerging risks for ANZ.

Board areas of focus in FY23

Under the Three Lines-of-Defence Model, thebusiness has first line of defence responsibility, theRisk Function is the second line of defence andInternal Audit is the final line of defence.

Ethical and responsible decision-making

The Board
Performance evaluations
Other informationRole of Company Secretaries

Board Committees
Audit and financial governanceCommitment to shareholders
Continuous Disclosure

The Risk Committee assists the Board:

Environmental and social risks• in discharging its responsibilities by providing
oversight of the implementation and operationof ANZ's risk management framework, including
for business, market, credit, equity and otherinvestment, financial, operational, compliance,liquidity and reputational risk management
and for the management of ANZ's complianceobligations; andDiversity and inclusion• by providing an objective non-executive oversightof the implementation by management of ANZ's
risk management framework and its related
operation and by enabling an institution-wide
view of current and future risk position relative
to its risk appetite and capital strength.
The Chief Risk Officer is responsible for assisting
the Chair of the Committee with the operationof the Committee.

16

ANZ 2023 Corporate Governance Statement

7.6 Digital Business andTechnology Committee

7.7 Nomination and Board
Operations Committee

The Digital Business and Technology Committee is
responsible for assisting the Board in the effective
discharge of its responsibilities in connection withthe oversight of the Group’s digital transformation,
data, technology, technology-related innovationand information/cyber security strategies.

The NBO Committee assists the Board with allmatters to do with the proper functioning of theBoard, including in relation to ongoing composition,
overall Board operations and providing anenvironment where the Board can carry out effective
and responsible decision making and oversight.
Its duties include:

It provides a forum for Committee members toquestion and explore relevant matters in more
depth than they could at a Board meeting. The
Committee is responsible for:• monitoring and providing guidance asappropriate on, matters relating to ANZ’s digitaltransformation, technology, technology- related
innovation and information/cyber security
strategies;• monitoring the delivery of the key programs
that form part of ANZ’s digital transformation,technology, technology-related innovation, andinformation/cyber security strategies;• recommending to the Board and monitoring
the delivery of material digital transformationand technology investments, including thoseexceeding AUD100 million; and• reviewing the health and relevance of ANZ’stechnology suite, to ensure secure, stable andreliable services.
The Group Executive, Technology is responsible forassisting the Chair of the Committee with theoperation of the Committee.

• all matters to do with reviewing Board
composition, including: seeking to ensure an
appropriate Board and Committee structure isin place and assisting the Board with renewal
and succession planning generally, including theprocesses for Director selection, appointment
and re-election and overall Board renewal; theeffectiveness of ANZ’s approach to diversity;
monitoring and making amendments to theBoard skills matrix; recommending individuals
to the Board to be appointed as Directors; andsuccession planning for the Chair of the Board;• the review and approval of processes forevaluating the performance of the Board, eachprincipal Committee and each Director including
the Chair but excluding the CEO; and• all other matters to do with the effective
and efficient operation of the Board and its
Committees, including relating to having aneffective induction process, Charter reviews(except for the NBO Charter which is reviewed andapproved by the Board) and review and approvalof policies and processes relating to the Board andthe NBO Committee’s purpose and duties.
The Company Secretary is responsible for assisting
the Chair of the Committee with the operation of
the Committee.

7.8 Additional Committees

Approach to governanceIn addition to the six principal Board Committees,
the Board has constituted two Committees,consisting solely of Directors, to assist in carryingout specific tasks. They are:Board areas of focus in FY23

• the Special Committee of the Board, which has
the full power of the Board and is convened asnecessary between regularly scheduled Board
meetings to deal with urgent matters; andThe Board
Performance evaluations
Other informationRole of Company Secretaries• a Shares Committee, which has the power tomanage on behalf of the Board the issue of sharesand options – including under the Employee
Share Acquisition Plan and Share Option Plan.

Board Committees

The Board also forms and delegates authority toad-hoc Committees of the Board as and whenneeded to carry out specific tasks.

Ethical and responsible decision-making

The Company Secretary is accountable directly to
the Board, through the Chair, on all matters to dowith the proper functioning of the Board.

Continuous Disclosure

Audit and financial governanceCommitment to shareholders

Environmental and social risks
Diversity and inclusion

17

ANZ 2023 Corporate Governance Statement

ANZGHL Board Committee memberships
Audit

Ethics, Environment,
Social and Governance

Human Resources

Risk

Digital Businessand Technology

Nomination and
Board Operations

MembershipPaul O’Sullivan*

Approach to governanceC

Ilana Atlas, AO

CThe Board

C

Jane Halton, AO PSM

Performance evaluations

C

Other information

Rt Hon Sir John Key, GNZM AC

Role of Company Secretaries

Holly Kramer
John Macfarlane
Christine O’Reilly

Board areas of focus in FY23

Board Committees

C
C, FE

Audit and financial governance

Jeff Smith

Ethical and responsible decision-making
Composition• The Board appoints oneof its members, otherthan the Chairman of
the Board, to serve as theCommittee’s Chair.

• The Board appoints
one member of theCommittee as its Chair.

• The Risk Committee
Chair is to be amember of the Audit
Committee and viceversa to seek to ensure
relevant information
flows between thesecommittees.
• Additional eligibility formembership rules apply
as set out in clause 4.2of the Audit Committee
Charter.

All members are required to be independent, Non-Executive Directors.
Minimum membership of each Committee is three Non-Executive Directors which may include the Chairman of the Board (ex Officio).
Each Director may attend (but not vote at) a meeting of a Committee of which he or she is not a member.
* ex Officio membership
C Chair FE Financial Expert• The Board appoints
one member of theCommittee as its Chair.
• Committee membershipwill seek to ensure someoverlap in membership
between the Audit, Risk
and Human Resources
Committees.

Commitment to shareholders• The Board appoints oneof its members, otherthan the Chairman of
the Board, to serve as theCommittee’s Chair.
• Committee membershipwill seek to ensure someoverlap in membership
between the Risk andHuman Resources
Committees.
• The Audit Committee
Chair is to be amember of the Risk
Committee and viceversa to seek to ensure
relevant information
flows between thesecommittees.

• The Board appoints
one member of theCommittee as its Chair.

• The Board appoints
one member of theCommittee as its Chair.

Continuous Disclosure
Environmental and social risks
Diversity and inclusion

18

ANZ 2023 Corporate Governance Statement

AUDIT ANDFINANCIAL GOVERNANCE
8.1 Internal Audit

Internal Audit (IA) is independent ofmanagement. Its role is to provide theBoard, management and regulators withan independent appraisal of ANZ’s risk andcontrol environment. IA operates underan Audit Committee approved Charter.
IA reports functionally to the Chairmanof the Audit Committee. IA has a directcommunication line to the CEO and theExternal Auditor.
The IA team includes six General Managers
accountable for the provision of audit services totheir respective Divisions. The General Managers,
together with the Head of Audit Services, Director
Audit-Culture, Director Data Analytics Technology
and Automation and Group General Manager, IA,form the IA Leadership Team. For its work IA draws
capability from its global team, which comprises
individuals with skills in Technology, Credit
Assurance, Culture Assessments, Data Analytics andOperational audits. The global team is spread acrossfifteen locations.
IA delivers its annual IA Plan, which is developed andreviewed with considerations of ANZ’s overall risk
appetite and risk management framework. The Audit
Committee reviews and approves the annual IA Plan
and any material changes are communicated to theCommittee. This ensures the Plan meets regulatory
requirements and considers all material risks. The
Audit Committee also approves the annual budget
and resources for the IA function.

All audit activities are conducted in accordancewith ANZ policies and values, including the Employee
Code of Conduct, as well as local and international
auditing standards promulgated by the main
professional auditing bodies. The Group General
Manager, IA presents update reports at each Audit
Committee meeting. These reports cover: major audit
activities including progress against the IA plan,
adverse audits and issues; statistics on issued audit
reports and ratings; and information about theinternal audit function – including progress on
strategic initiatives, staffing and other related matters.
IA assesses and reports on the effective and timely
resolution of audit issues raised in accordance withits methodology.

8.2 External audit
The External Auditor’s role is to provide an
independent opinion that ANZ’s financial andremuneration reports are true and fair and comply
with accounting standards and applicable regulations.
The External Auditor performs an independent audit
in accordance with Australian Auditing Standards.
The Audit Committee oversees the Stakeholder
Engagement Model for Relationship with the External
Auditor (Stakeholder Engagement Model).
Under the Stakeholder Engagement Model, theAudit Committee is responsible for appointing(subject to ratification by shareholders) and also
compensating, retaining and overseeing the
conduct of the external audit.

The Stakeholder Engagement Model also stipulates
that the Audit Committee:• pre-approves all audit, audit related and nonaudit services either on an engagement- byengagement basis or pursuant to specific preapproval policies adopted by the Committee;• regularly reviews the independence of theExternal Auditor; and• evaluates the effectiveness of the External Auditor.

The Stakeholder Engagement Model can be foundon ANZ’s website at anz.com/corporategovernance.

The Stakeholder Engagement Model contains a
number of requirements as to non-audit services
that the External Auditor may provide, as well as
recruitment and rotation requirements of external
auditor staff.
Information about the non-audit services provided
by the External Auditor, KPMG, during the 2023
financial year is set out in the Directors’ Report in
the 2023 ANZGHL Annual Report. That information
includes the cost of those services and a statementfrom the Board as to its satisfaction with KPMG’scompliance with the related independence
requirements of the Corporations Act 2001.

8.3 Financial controls

Approach to governance

The Audit Committee (for entities in the Group)
oversees: ANZ’s financial reporting policies andcontrols; the integrity of ANZGHL’s financial
statements and other market disclosures; therelationship with the External Auditor; the workof IA; and the audit committees of significant
subsidiary companies.

Board areas of focus in FY23

Senior management in the divisions/business,finance and risk periodically attest to the integrity of
the financial results and disclosures, compliance withfinancial reporting obligations and effectiveness of
the internal control environment over externalreporting.
ANZ also maintains a financial and regulatory
reporting governance program, that assesses theeffectiveness of key internal controls over the
preparation of external reporting.
Significant matters arising from either the
management attestation or governance assessment
are reported to the applicable audit committee.
ANZ also uses standardisation, simplification andautomation where appropriate, to enhance its
processes for supporting financial integrity in its
reporting. The Finance Risk Management Committee
oversees the implementation and management ofthese enhancements. Significant matters arising are
addressed through ANZ’s operational risk
management and compliance framework.

The Board
Performance evaluations
Other informationRole of Company Secretaries
Board Committees

Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks
Diversity and inclusion

19

ANZ 2023 Corporate Governance Statement

ETHICAL AND RESPONSIBLE
DECISION MAKING
9.1 Codes of conduct
ANZ has two Codes of Conduct – the Employee
Code and the Non-Executive Directors Code (theCodes). The Employee Code supports ANZ’s values
and provides ANZ employees with a practical set of
guiding principles to help them make fair, balanced
and ethical decisions in their day-to-day work.
The Non-Executive Directors Code recognises thedifferent responsibilities that Directors have underlaw and enshrines the same values and principles
as the Employee Code. The Codes require honesty,
integrity, quality and trust. ANZ employees andDirectors are required to demonstrate thesebehaviours and to comply with the Codes.

OUR CODES:The Codes are supported by a suite of policies thatare reviewed regularly to ensure they reflect any
changes in law and otherwise remain fit for purpose.
Directors’ compliance with the Non-Executive
Directors Code forms part of their usual annual
performance review.
The Codes, and ANZ’s values, are available on ANZ’s
website at anz.com/corporategovernance.
ANZGHL’s 2023 Annual Report contains information
on work undertaken during the year with respect to
ANZ’s conduct and culture (including breaches).
The EESG Committee is informed of material
breaches of the Codes.

9.2 Securities trading

Approach to governance

The Trading in ANZ Securities Policy prohibits
trading in ANZ securities by all employees, Directors
and contractors who possess information that is not
generally available and that could be reasonably
expected to have a material, or significant, effect on
the price, or value, of an ANZ security.

Board areas of focus in FY23

The Policy is available on ANZ’s website atanz.com/corporategovernance

The Policy specifically prohibits ANZ Directors andcertain ‘restricted persons’ (which includes certain
senior executives) and their associates from trading
in ANZ securities during ‘blackout periods’ as definedin the Policy.

The Board
Performance evaluations
Other informationRole of Company Secretaries
Board Committees
Audit and financial governance

Ethical and responsible
decision-making
THE POLICY:

Commitment to shareholders
Continuous Disclosure

excludes certain types of trading from the trading restrictions under the Policy;
THE EMPLOYEE CODE

Environmental and social risks
Diversity and inclusion

NON-EXECUTIVEDIRECTORS CODE

allows in exceptional circumstances, and with prior written clearance, trading
during a prohibited period;
prohibits employees and their associates from hedging interests that have been
granted under any ANZ employee equity plan that are either unvested or subject
to a holding lock; andFurther information about the Codes, including
on internal training and breaches, is available in
ANZGHL’s 2023 ESG Supplement.

prohibits ANZ Directors and restricted persons from using ANZ securities inconnection with a margin loan or similar financing arrangement which may
be subject to a margin call or loan-to-value ratio breach.

20

ANZ 2023 Corporate Governance Statement

9.3 Whistleblower Policy
ANZ has a strong values based culture thatencourages openness, integrity and accountability,
enabling our people to succeed together and deliver
what matters. The Whistleblower Policy has beendeveloped to ensure that all current and former
employees, officers, associates, contractors andsub-contractors of the ANZ Group, along with theirrelatives or dependants, suppliers and third party
intermediaries, can freely and without fear of
detriment raise concerns regarding actual orsuspected misconduct by ANZ, or anyone
connected to the ANZ Group.
The Whistleblower Policy and program is a key
component of ANZ's conduct risk management
and corporate governance framework, providing
protections for individuals who disclose misconduct
and play a pivotal role in maintaining the integrityof the organisation.
The Whistleblower Policy applies Australianwhistleblower regulations across the markets inwhich we operate, with jurisdiction-specificregulations imposing higher or additional
obligations captured in schedules within the Policy.
Whistleblowers can make protected disclosures,
including anonymously, under the Whistleblower
Policy in a number of ways, including to a

Whistleblower Protection Officer, the Whistleblower
Program Team, an eligible recipient, or via ANZ's
external whistleblower reporting service, managed
by a third party provider. ANZ maintains confidentialityof all reports to the fullest extent possible and does
not tolerate any detriment or form of reprisal against
anyone who raises a genuine concern about actualor suspected misconduct.
ANZ's Whistleblower Program team reports twice
annually to the Operational Risk Executive Committee
and to the EESG Committee quarterly (which includes
material incidents raised under the Policy andrecommended actions). Out of cycle reporting to theBoard may also occur as required. Reporting to otherboards and committees of the ANZ Group are madein a manner agreed between the Whistleblower
Program and the relevant board or committee fromtime to time. Reporting is prepared on a deidentified
basis to protect reporter identity.
Any whistleblower report involving a Director
or the CEO of ANZGHL is required to be reported
to the Chair of ANZGHL.

9.4 Anti-bribery and anti-corruption

Approach to governance

ANZ is committed to complying with all applicableanti-bribery and anti-corruption (ABAC) laws of thejurisdictions in which it operates, applying andmaintaining the highest level of ethical behaviourand standards. It has an ABAC Policy which prohibits
ANZ employees, contingent workers and third
parties acting for or on behalf of the ANZ Group
from engaging in activity that constitutes bribery
or corruption. The policy defines unacceptablebehaviour and activity relating to bribery andcorruption and sets out the principles that form thefoundation for the ABAC compliance framework,
which enables ANZ to prevent, identify and respondto bribery and corruption risks.

Board areas of focus in FY23

Performance evaluations
Other informationRole of Company Secretaries
Board Committees
Audit and financial governance

Ethical and responsible
decision-making

It includes prohibitions on:• the giving or receiving of bribes in any form,
including with respect to public officials and allcommercial relationships,

Commitment to shareholders• offering anything of value to a public official inorder to improperly influence in order to obtain
any improper advantage of any kind; andEnvironmental and social risks• making a donation to improperly influenceor to obtain an advantage of any kind.
ANZ's Whistleblower Policy is available on ANZ’s
website at anz.com/corporategovernance

The Board

It also requires transparent disclosure andappropriate management of any conflict of interest
arising from the giving or receiving of gifts,
entertainment and sponsored travel.
Breaches of ANZ’s ABAC Policy constitute a breachof ANZ’s Code of Conduct and material breaches arereported to the Board and/or the Risk Committee.

ANZ's ABAC Policy is available on ANZ’s website
at anz.com/corporategovernanceContinuous Disclosure

Diversity and inclusion

21

ANZ 2023 Corporate Governance Statement

COMMITMENT TOSHAREHOLDERS
10.1 Communication

ANZ encourages shareholders
to take an active interest in ANZ,
and seeks to provide shareholders
with quality information in atimely fashion.

To be able to make informed decisions about ANZ,
and to communicate views to ANZ, shareholders
need an understanding of ANZ’s business
operations, performance and governanceframework.
Generally, we do that through our reporting of results,
the Annual Report (which incorporates the Annual
Review), announcements and briefings to the market,
half yearly newsletters and through our dedicatedshareholder site anz.com/shareholder/centre.
We strive for transparency in all our business practices,and we recognise the impact of quality disclosure on
the trust and confidence of shareholders, the wider
market and the community.
If you require any information or wish to express
your view to ANZ on any matters of concern orinterest, then the contact details for ANZ Investor
Relations and ANZ’s Share Registrar, Computershare
Investor Services (including postal, telephone andemail) are set out in ANZGHL’s 2023 Annual Reportand on ANZ’s website at anz.com/annualreport andat anz.com/shareholder/centre.

If shareholders wish to update their communications
preferences by electing to receive shareholder
communications electronically, information on how
to do this is available on ANZ’s website at anz.com/
shareholder/centre/your-shareholding/shareholder-communication/.

10.2 Meetings
To allow as many shareholders as possible to havean opportunity to attend shareholder meetings, ANZ
rotates meetings around capital cities and makes
them available to be viewed online using webcast
technology. In 2023 an in person AGM will be held.
Information on meetings and presentations held
throughout this financial year are available on ANZ’s
website at anz.com/shareholder/centre.
Before the AGM, shareholders have the opportunity
to submit questions to the Chairman or CEO toenable key common themes to be consideredduring the meeting.
The External Auditor attends ANZ's AGMs and isavailable to answer shareholder questions on any
matter that concerns them in their capacity as auditor.
Directors are also required to attend the AGM,
except in unusual circumstances.

Shareholders have the right to vote on various
resolutions related to company matters.
Shareholders are encouraged to attend andparticipate in meetings. But, if they are unable toattend a meeting, then they can submit their proxies
via post or electronically.

Approach to governanceAt the upcoming 2023 AGM, all resolutions will be
determined by a poll (which is our usual practice),then shareholders are able to cast their votes on aconfidential basis.

Other information

ANZ appoints an independent party, normally KPMG,
to verify the results of the meeting. Those results arereported as soon as possible to ASX and posted on
ANZ’s website at anz.com/agm.

Audit and financial governance

Shareholders have the option of receiving
communications from, and sending communications
to, ANZ and its Share Registrar electronically.

Commitment to shareholders

ANZ also has a comprehensive investor relations
program, which facilitates effective communication
with investors.
ANZ's Notice of 2022 AGM contained all material
information in its possession relevant to the businessof the meeting, including the election and re-electionof Director at that AGM.

Board areas of focus in FY23
The Board
Performance evaluations

Role of Company Secretaries
Board Committees

Ethical and responsible decision-making

Continuous Disclosure
Environmental and social risks
Diversity and inclusion

22

ANZ 2023 Corporate Governance Statement

CONTINUOUSDISCLOSURE
ANZ is required to comply with thedisclosure requirements of the listing rulesof the ASX, New Zealand Stock Exchange(NZX), and other offshore exchanges on
which ANZ securities are listed (each as
applicable to the relevant entity), as well
as relevant corporations and securities
legislation. Unless an exception applies,
ANZ must immediately notify the ASX,
followed by the NZX (where applicable), of
any market sensitive information. Relevant
disclosures will thereafter be lodged withother offshore exchanges where determinedby the Corporate Governance function.
Announcements and presentations
regarding market sensitive informationthat have been lodged with ASX will beaccessible on ANZ’s website.

ENVIRONMENTAL AND
SOCIAL RISKS
Members of the ANZ Group Continuous Disclosure
Committee are generally responsible for reviewing
proposed disclosures and making decisions inrelation to what information will be disclosed tothe market. ANZ employees and contractors must
inform the Company Secretary (or in his absence,
the Group General Counsel) of any potentially pricesensitive information concerning ANZ as soon as
they become aware of it.
The relevant board receives copies of all material
market announcements promptly after they havebeen made. Any new and substantive investor or
analyst presentation is lodged with the ASX aheadof the presentation.

Details of ANZ’s material environmental and social
risks, as well as details of how ANZ manages thoserisks, are referred to in ANZGHL’s 2023 Annual Report,
2023 ESG Supplement and 2023 Climate-related
Financial Disclosures report, which are available on
ANZ’s website at anz.com/annualreport. ANZ will
release its Principal Risks and Uncertainties
Disclosure prior to its AGM. The report will
be available on ANZ’s website at anz.com/
shareholder/centre.

Approach to governance
Board areas of focus in FY23
The Board
Performance evaluations
Other informationRole of Company Secretaries
Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders

Continuous Disclosure
ANZ Group’s Continuous Disclosure Policy
is available on ANZ’s website at anz.com/
corporategovernance

Environmental and social risks
Diversity and inclusion

23

ANZ 2023 Corporate Governance Statement

DIVERSITY AND
INCLUSION
13.1 Creating an inclusive workplace

ANZ believes the combined
power of our diverse workforce
and inclusive culture will improve
the quality of decision making anddrive innovation, making us a betterbank for our customers and helping
us to shape a world where people
and communities thrive.

13.2 Leadership, governance andaccountability
The Human Resources Committee plays animportant role in relation to ANZ’s people strategy,
remuneration strategy and approach to diversity
and inclusion (including gender diversity).

• analysing the following outcomes by gender:
distribution of performance ratings, change insalary and short-term incentives; andThe Human Resources Committee has an
overarching role to:• a focus on gender pay equity, with all outcomes
reviewed by the CEO.

• review, note and monitor the effectiveness of
ANZ’s approach to diversity and inclusion;

Gender diversity matters in connection with theBoard are the responsibility of the NBO Committee.

• review and approve measurable objectives forachieving diversity (including gender diversity)and inclusion; and13.3 Gender balance at Board, senior
executive and leadership levels• review annually both the objectives and progress
towards achieving them.
ANZ’s Diversity and Inclusion Policy is on ANZ’s
website at anz.com/corporategovernance.

The Human Resources Committee also reviews
annual performance and remuneration outcomes.
This review includes:

Progress towards our diversity targets, including
Women in Leadership1, is monitored regularly by ExCo.
Women in Leadership is also a measure in the group
remuneration framework so is one of the factors that
informs ANZ’s variable remuneration pool.

As at the date of this report, the Board comprises
nine directors, one Executive Director (the CEO),and eight Non-Executive Directors, four of whom are
women. Female representation on the Board is now
at 44.4%. The Board’s objective was revised during
the FY23 year, and is now to achieve 40% female,
40% male and 20% any gender representation on
the Board.

1. Women in Leadership comprises all roles within ANZ designated as Group 1, 2 and 3, including KMP. 2. The 30% figure includes Richard Howell, Acting Group
Executive Talent & Culture. Elisa Clements took up her role as permanent Group Executive Talent & Culture on 9 October 2023, at which time KMP increased to 40%.

ANZ’s Key Management Personnel (KMP) decreased
from 37.5% to 30% during FY23, below ANZ’s
objective of returning to at least 40% women(although it has since increased to 40%).2
Importantly, however, women hold three of the four
KMP ‘line’ roles with profit and loss accountability,
being the Group Executive Australia Retail, Group
Executive Commercial and Group Executive and
CEO New Zealand.

Approach to governance

Given ANZ has had a majority female workforce formany years (currently 50.8%), ANZ sets a measurable
objective for achieving gender diversity in thecomposition of Women in Leadership rather than of
the whole workforce. We consider this to be a more
appropriate objective for ANZ as it focuses our effort
on the levels most in need of improvement, being
the most senior and influential levels of the Group.

Board Committees

In FY23 our object was again to increase Women in
Leadership by 1 percentage point year on year. We
are pleased to have exceeded our target andincreased by 1.4% point ending the year at 37.3%.
We have refreshed our target setting approach for
FY24 and beyond. Maintaining the focus onachieving gender balance remains a key priority
across all ANZ’s geographies and businesses. As at 30
September 2023, women were appointed to 45% of
all employee directorships on subsidiary boards.

Environmental and social risks

Board areas of focus in FY23
The Board
Performance evaluations
Other informationRole of Company Secretaries

Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure

Diversity and inclusion

24

ANZ 2023 Corporate Governance Statement

13.4 Proportion of women in leadership roles and at ANZ

Approach to governance

Results for the 2023 financial year are set out below, including how senior executive isdefined for this purpose.
Group^Key Management
Personnel1

Women in
Leadership

ANZ overall

More information about ANZ’s approach to diversity and inclusion canbe found in the ESG Supplement available at anz.com/esgreport2024
target2023
target2023 actual% of women

2022 actual% of women

Increase
representationof women as KMP
to at least 40%

Increase
representation of
women as KMP to atleast 40%

30

37.5

Increase therepresentation of
Women in
Leadership by 1%
point year on year
(FY21–FY24)

37.3

N/A

N/A

50.8

35.9

WebsiteDetails of ANZ’s governance framework arelocated on ANZ’s website at anz.com/
corporategovernance.
• the charters of the Board and each Board
Committee; and• many of the documents and policies
mentioned in this Statement.

51.1^ ”Group” includes all employees regardless of leave status (but not contractors, which are included in FTE).
1. 'Senior Executive’ means “KMP”, which means Chief Executive Officer and Disclosed Executives as set out in the Remuneration Reportcontained within the Annual Report.

Under the Workplace Gender Equality Act, ANZ is required to make annual
public filings with the Workplace Gender Equality Agency (WGEA), disclosing its‘Gender Equality Indicators’. These reports are filed annually in respect of the 12month period ending March 31. A copy of the latest filing is available on ANZ’s
website at anz.com.au/about-us/esg/workplace-participation-diversity/gender/

The Board
Performance evaluations

There you can read:

Increase therepresentationof Women in
Leadership by
1% point

Board areas of focus in FY23

Compliance with governancerecommendations
The information in this Statement is current as
at 10 November 2023 and has been approved
by ANZGHL's Board.
This Statement, together with ASX Appendix
4G which relates to this Statement, has been
lodged with ASX and is located on ANZ’s
website at anz.com/corporategovernance.
Further information about ANZ is containedin ANZGHL’s 2023 Annual Report.

Other informationRole of Company Secretaries
Board Committees
Audit and financial governance
Ethical and responsible decision-making
Commitment to shareholders
Continuous Disclosure
Environmental and social risks

Diversity and inclusion

shareholder.anz.com

ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791.
ANZ’s colour blue is a trade mark of ANZ.