Corporate governance

The Group's internal management is governed by the Company's constitution (PDF, 237KB).

The Group is governed by the Board of Directors. Information on the authority, responsibilities, membership and operation of the Board is set out in the Board Charter (PDF, 59KB).

Directors are expected to bring independent views and judgement to Board deliberations. An independent Director must be independent of management and able to exercise unfettered and independent judgement, free of any business or other relationship that could materially interfere with the exercise of the director's ability to act in the best interests of the Group.

In assessing whether a director is independent, the Board has regard to the standards it has adopted that reflect the independence requirements of applicable laws, rules and regulations, including the ASX Corporate Governance Principles and Recommendations.

To assist the Board in determining independence, each non-executive Director is required to make an annual disclosure of all relevant information to the Board. Any assessment of independence for a non-executive Director who does not meet the independence standards adopted by the Board will be specifically disclosed to the market.

The non-executive Directors meet informally from time to time, without management present, to ensure that the non-executive Directors maintain independence of thought and judgement.

The Directors the Board considered to be independent are identified in the Report of the Directors in our Annual Financial Report along with their period in office.

For more information on the Independence Standards (part of the Board Charter) that are considered when assessing Director independence, see the Independent Director Standards (PDF, 49KB).

The Board may from time to time establish committees as it considers necessary or appropriate to assist the Board in carrying out its responsibilities.

Board committees and their respective charters which include information on the composition, responsibilities and administration of each committee are set out below:

• Board Risk Committee Charter (PDF, 62KB)
• Board Audit Committee Charter (PDF, 89KB)
• Board Remuneration Committee Charter (PDF, 74KB)
• Board Nomination & Governance Committee Charter (PDF, 54KB)
  

As required, the Board also creates sub-committees to assist the Board in the oversight of specific areas that may require more detailed attention such as the capital and funding committee.

• Code of Conduct
• Code of conduct- NZ (PDF, 3.3MB)
• Code of conduct- UK (PDF, 6MB)
• Group Securities Trading Policy (PDF, 200KB)

The Group has adopted a disclosure policy that is designed to ensure that:

• we disclose activities to shareholders and the market in a full and timely manner and comply with our legal and regulatory obligations
• all stakeholders have an equal opportunity to receive and obtain externally available information issued by the Group.

We will immediately notify the market (by announcing to the stock exchanges on which our securities are listed) of any information related to our businesses which a reasonable person would expect to have a material effect on the price or value of our securities.

In certain circumstances, the applicable listing rules permit the Group not to disclose such material information.

Our policy provides that, in general, the Group will not respond to market speculation or rumours unless required to do so by law or the Australian Securities Exchange.

The Company Secretary is responsible for communicating with the relevant stock exchanges on which the securities of the Group are listed. All such releases, including relevant external briefing and presentation materials, will be made available on our website.

In appropriate circumstances, we may request a trading halt from the Australian Securities Exchange to prevent trading in the Group's securities by an inefficient and uninformed market.

For more information see the Group Disclosure & External Communication Policy (PDF, 158KB).

The Group aims to be open and transparent with all our stakeholders, including our shareholders, and to make all communications easy to access and in plain English.

Information is communicated to shareholders regularly through a range of forums, publications and online. These include:

• the Annual General Meeting
• notices and explanatory memoranda of Annual General Meetings
• the Annual Financial Report (for those shareholders who have requested a copy)
• the Annual Review (for those shareholders who have requested a copy)
• regular trading updates and market/investor briefings
• letters from the Chairman to inform shareholders of key matters of interest
• the Group's website, providing access to announcements, media releases, financial reports, previous years' financial results and investor presentations.

The Notice of Annual General Meeting (AGM) provides details of the location, time and date of the AGM, the business to be considered by shareholders and details about each candidate standing for election or re-election as a Director. For those shareholders unable to attend the AGM, a webcast is available on our AGM page. Our external auditors attend this meeting and are available to answer shareholder questions about the conduct of the audit and preparation and content of the auditor's report.

Our AGM page also includes responses to questions taken on notice at the AGM.

NAB is committed to a culture of inclusion and a diverse workforce representative of our customers and the communities in which we operate. At NAB individual differences are valued and respected. In September 2016 the Board approved the enterprise Diversity & Inclusion Strategy (Strategy) for 2017-2020. In August 2017 the Board approved an updated Diversity & Inclusion Policy.

The Strategy is explicitly aligned to our business strategy and leverages key pillars of NAB’s People Strategy to drive an impactful and integrated approach. The overarching priority of the Strategy is inclusion. The three imperatives of the Strategy are gender equality^#, life stage equality and lesbian, gay, bisexual, transgender and intersex (LGBTI) inclusion.

Additionally, we will maintain focus on cultural inclusion and improving accessibility for our people and our customers. The imperatives are underpinned by key enablers: leadership, flexibility and NAB’s employee-led resource groups.

Our Executive Leadership Team has direct accountability for execution of the Strategy, and continues to focus on promoting an inclusive culture that encourages diversity of thought, builds productivity and supports an engaged and high performing workforce. The Board receives regular updates on diversity and inclusion from our senior executives.

In May 2017, an Enterprise Diversity & Inclusion Steering Committee was formed. Led by our Chief Legal & Commercial Counsel and our CFO, the Committee provides a voice for inclusion at NAB and removes barriers that might impede equality. It has senior representation from each business area and the employee-led resource groups.

Gender equality continues to be a key priority for NAB. In September 2017 we launched ‘Towards 2020, Our Road to Gender Equality (PDF,865KB)’ where we committed to achieve gender equality at every level, from the Executive Leadership Team down, by 2020.

NAB has complied with its reporting requirements under the Workplace Gender Equality Act 2012 (Cth) for the period 1 April 2017 to 31 March 2018, see WGEA Compliance Report, (PDF, 440 KB), and has achieved the 2017 Workplace Gender Equality Agency Employer of Choice for Gender Equality citation. NAB has also met the minimum standards in relation to specified gender equality indicators, as set out in the Workplace Gender Equality (Minimum Standards) Instrument 2014.

NAB is committed to meeting our regulatory requirements with respect to diversity and inclusion, and makes the following disclosures in relation to the ASX Corporate Governance Principles and Recommendations relating to diversity for the financial year ended 30 September 2017:

Diversity and Inclusion Policy (ASX Recommendation 1.5a and 1.5b)
The Group Diversity and Inclusion Policy (PDF,73KB) has been updated as of August 2017.

Measurable objectives and progress (ASX Recommendation 1.5c)
Our measurable objectives for achieving gender diversity for 2017 – which have been set by the NAB Board in accordance with the Group Diversity and Inclusion Policy – and our progress towards achieving them, are set out below:

Our 2017 objectives

Table 1 - FY17 measurable objectives and progress

_¹ The target is to increase the number of female non-executive directors on the NAB Board as vacancies and circumstances allow, with the aim of achieving representation of at least 30% by 2017. The appointment in November 2017 of Ann Sherry to the Board will lift female representation on the NAB Board to 30% including executive directors, and 33% of non-executive directors.
² For the measurable objectives for FY17, the Executive Management positions (also known as senior executive positions) are those held by Executive Leadership Team members, Executive Leadership Team members’ direct reports and their direct reports. Support roles reporting in to these roles (for example, Executive Manager and Executive Assistant) are not included in the data. As at 30 September 2017, the proportion of females on the Executive Leadership Team was 27%.
³ The Australian Talent population includes employees who have been objectively assessed against evidence-based criteria, and selected by Divisional Leadership Teams as having upward potential. Last year, we reported Talent on the basis of identification against evidence-based criteria without formalised assessment.
_⁴ All direct reports of the Executive Leadership Team have been assessed and Talent selection decisions made. Two divisions have completed assessment and Talent selection for the next layer down (those reporting into direct reports of ELT), with remaining divisions participating in this exercise at this layer over the next 15 months. We will have a completed Group 5 Talent population by January 2018.
⁵ Australian Talent population numbers as at 30 September 2017 only reflect a small portion of the population due to the flow of assessment and Talent selection, and should not be taken as a final reflection of numbers over the next 12 months.
⁶ As at 30 September 2017, 56% of the graduates who have accepted positions in NAB’s 2018 Australian graduate program are women.

The Board has approved new measurable objectives for achieving gender diversity for the next three financial years (FY18, FY19 and FY20). These new measurable objectives have been set in accordance with NAB’s updated Group Diversity and Inclusion Policy and are set out below.

In setting its new measurable objectives for gender diversity for FY18, FY19 and FY20, NAB has changed the roles and levels to which the measurable objectives apply.

In particular, NAB’s new measurable objectives now apply to four separate levels of management and non-management roles (“Executive Management”, “Senior Management”, “Management” and “Non-Management”), and those levels are now each defined by reference to NAB remuneration bands.

In previous years (including for the 2017 measurable objectives above), NAB defined the roles and levels on a different basis. NAB is taking a granular approach to be more transparent about how many women are at the most senior level as well as other levels.

Our 2020 Objectives

Table 2 - FY18, FY 19 and FY 20 measurable objectives

⁷ These targets are enterprise targets, include operational and non-operational employees but exclude fixed term contractors and casuals. Non-operational employees are employees on any specified absence type for greater than 90 days.

⁸ The target is to increase the number of female non-executive directors on the NAB Board as vacancies and circumstances allow, with the aim of achieving representation of at least 30% by FY 2020. The appointment in November 2017 of Ann Sherry to the Board will lift female representation to 33%.

⁹ The definition of ‘Executive Management’ adopted for the measurable objectives for FY18, FY19 and FY20 is different to the definition adopted for the measurable objectives for FY17 (and defined in Table [1] above). For the measurable objectives for FY18, FY19 and FY20, Executive Management positions are all employees within the NAB Group’s remuneration bands (also known as Salary Groups) 6 & 7.

¹⁰ The definition of ‘Senior Management’ adopted for FY18, FY19 and FY20 is all employees within the NAB Group’s remuneration band (also known as Salary Group) 5.

¹¹ The Australian Talent population includes employees who have been objectively assessed against evidence-based criteria, and selected by Divisional Leadership Teams as having upward potential. Last year, we reported Talent on the basis of identification against evidence-based criteria without formalised assessment.

¹² All direct reports of the Executive Leadership Team have been assessed and Talent selection decisions made. Two divisions have completed assessment and Talent selection for the next layer down (those reporting into direct reports of ELT), with remaining divisions participating in this exercise at this layer over the next 15 months. We will have a completed Group 5 Talent population by January 2018.

¹³ Australian Talent population numbers as at 30 September 2017 only reflect a small portion of the population due to the flow of assessment and Talent selection, and should not be taken as a final reflection of numbers over the next 12 months.

¹⁴ As at 30 September 2017, 56% of the graduates who have accepted positions in NAB’s 2018 Australian graduate program are women.

The Group’s gender diversity initiatives and awards during the 2017 financial year include:

• Towards 2020: NAB’s road to gender equality: NAB Group committed to achieve gender equality at every level by 2020. In-line with that commitment, NAB Group released, ‘Towards 2020: NAB’s road to gender equality’. This document articulates the commitment NAB has made to gender equality and how NAB plans to get there.

• Male Champions of Change: In April 2015, our Group CEO joined a growing coalition of Male Champions of Change. In doing so, he made a personal commitment to take action to advance gender equality. In 2017 he is sponsoring NAB’s action to improve women’s economic security.

• Championing You: As a Male Champion of Change, our Group CEO launched Championing You, a 6 month experience for high performing senior women. This provided the opportunity to listen and learn from the cohort, and support these women to grow their careers through sponsorship.

• Breakthrough program: The ‘Breakthrough’ series of programs, launched in 2017, aims to further equip female employees with the skills, knowledge and tools to transition into senior roles.

• Equileap Global Recognition: NAB ranked 3rd globally in the 2017 Gender Equality Global Report by Equileap, an organisation aimed at accelerating progress towards gender equality in the workplace, globally. NAB was one of three Australian organisations to make the top 20.

• NAB AFL Women’s Competition: In late 2016, NAB and AFL announced a three year deal under which NAB is the naming rights sponsor of the newly established NAB AFL Women’s Competition.

• NAB Board Ready program: Women in senior roles are actively encouraged to join NAB subsidiary and not-for-profit boards via the NAB Board Ready program. The program is designed to educate and prepare women identified as having the skills and aspirations to become directors of NAB Group companies and focuses on building competence and confidence by providing the training and development needed for women to successfully pursue board positions.

• NAB Social Bond (Gender Equality): In March 2017, NAB announced the first social bond to specifically promote workplace gender equality. The bond enables institutional investors to direct funds to Australian organisations that champion women and equality in a positive way. In September 2017 NAB was awarded the Asia Pacific Green/SRI Bond Deal of the Year for 2017 at the Global Capital Sustainable and Responsible Capital Markets Awards.

• nabtrade Charity Trading Day: On 19 April 2017, nabtrade donated all brokerage earned to the Luke Batty Foundation to help end domestic violence against women and children. The first of its kind, the nabtrade Charity Trading Day gave investors an innovative way to support an organisation that makes a real difference in the community. A total of $100,000 was donated through this event with plans to hold a charity trading day annually.

• Panel Pledge: NAB leaders have committed to a ‘Panel Pledge’. Whenever our people are invited to be involved in or sponsor a panel or conference, we’ll ask about the organiser’s efforts to ensure women are represented.

• Talent Acquisition: NAB strives to ensure that every management role has a minimum of 40% female representation on hiring shortlists, regardless of whether they’re sourced internally or externally and that hiring decisions are made by interview panels comprised of both men and women where possible.

In addition, the Group’s broader inclusion initiatives during 2017 include:

• Diversity Council Australia – Annual Debate: NAB was the major sponsor of the 2016 Diversity Council Australia’s (DCA) premier diversity event, the Annual Debate. The debate is a major fundraiser for DCA and enables them to continue to support their membership base with expert advice across all dimensions of diversity.

• Accessibility Action Plan 2017 – 2018: NAB launched the 2017-2018 Accessibility Action Plan to coincide with International Day of People with Disability, 2016. The Plan demonstrates NAB’s commitment to continually improve accessibility for our people, customers and the community.

• Launch of New York Employee Resource Group: In March 2017, our New York branch launched the NY Culture Club, an employee resource group focused on embracing the diversity and uniqueness of every individual.

• Australian Workplace Equality Index Awards (AWEI): The AWEI provides a national benchmark on LGBTI workplace inclusion which is designed to gauge the overall impact of inclusion initiatives on organisational culture. In 2017, NAB achieved Bronze status.

• Champions for Change: BNZ CEO Anthony Healy has continued his contribution to the Champions of Change, in particular the Flexible Working work stream. This initiative brings together a group of New Zealand CEOs and Chairs from across the public and private sectors who are committed to raising the value of diversity and inclusion within their organisations.

• Diversity Council Australia – Future Flex: NAB reinforced its commitment to flexible working by co-sponsoring the Diversity Council Australia’s Future Flex research project and participating in a research case study.

• Reconciliation Action Plan (RAP): Our 2015-2017 RAP celebrates Indigenous success together – working in partnership with Aboriginal and Torres Strait Islander people, customers and communities for the long term to create an inclusive society and a better future together.

We now have nine years of achievements in our four program areas: employment, financial inclusion, business partnerships and lifting our cultural understanding and leadership.

NAB employs more than 200 Indigenous Australians and since 2008 we have provided more than 25,000 Indigenous Australians with access to over $20 million in safe, affordable microfinance products and services in partnership with Good Shepherd Microfinance. Our approach has been built off long term engagement and partnerships, step change improvements and transparency in reporting.

In September 2017, NAB will come to the end of its first three year RAP. We are taking stock of our progress and identifying opportunities where NAB can continue to make a difference as we put together our future plans.

• Workplace Gender Equality Agency – Flexible Working Case Study: NAB continued to demonstrate its commitment to knowledge sharing and flexible working, through its participation in the Workplace Gender Equality Agency’s Case Study series.

# Gender Equality is defined as 40%-60% of either gender represented and extends from NAB’s entry level roles through to our executives.

Our approach to corporate responsibility

The Group’s approach to corporate responsibility (CR) aims to make a positive and sustainable impact on the lives of our customers, people, communities, and on the environment in which we operate. We believe that by leveraging our skills, resources and expertise as a bank with more than 33,000 employees, we can create positive societal change, deliver value to our business and realise our vision to become the most respected bank in Australia and New Zealand.

NAB is taking action on the issues that matter to our customers and community, and where we’re best placed to make a difference:

• Financial inclusion and resilience – helping the 3 million Australians currently excluded from mainstream banking to access fair and affordable financial services. We’re also focused on supporting our people and customers in building their financial resilience – the ability to bounce back from financial shocks which can happen to anyone.
• Social cohesion – creating stronger more connected communities by addressing the big issues facing society such as gender equality and domestic violence, supporting indigenous success and exploring our role in achieving housing affordability for all.
• Environmental wellbeing – recognising a healthy environment is essential to a healthy economy, we are addressing key risks and opportunities facing our business, customers and community through a focus on natural value and clean energy finance.

CR is embedded across the Group by:

• Engaging with stakeholders to inform the Group of current and emerging material issues, challenging the Group to develop mutually beneficial solutions and helping to define strategic direction.
• Executing on a CR strategy that sets clear objectives, establishes appropriate policies, procedures and activities and includes measuring and reporting on progress.
• Integrating CR management and reporting into governance structures and internal communications to ensure that CR is understood by the Board, Executive Leadership Team and employees.
• Focussing on three key areas in which the Group is well placed to create a positive impact.

Engagement with stakeholders is key to the Group’s success. The Executive Leadership Team remains committed to maintaining dialogue with stakeholders to help understand their expectations, identify emerging issues and opportunities, assist with risk management, and improve Group performance.

Corporate responsibility performance
Further information on the Group’s CR approach and performance is provided in the 2017 Annual Review, the 2017 Dig Deeper and on the Group’s website at www.nab.com.au/cr. External assurance is provided over the CR data contained in the 2017 Annual Review and 2017 Dig Deeper.

You can also view the below policies:

• Group Environmental Management Policy (PDF, 152KB)
• Group Environmental Reporting and Offset Management Policy (PDF, 129KB)
  
• Global union engagement agreement (PDF, 624KB)
• Health and Safety Policy - Australia (PDF, 323KB)

Effective risk management, including a sound risk culture, is essential to achieving NAB’s vision to be Australia and New Zealand’s most respected bank.

Our strategy for managing risk is to take the right risk, with the right controls for the right return. This is achieved through a strong risk culture and our Risk Management Framework (RMF).

The Group's approach to risk management is based on a Three Lines of Defence model. Risk management accountabilities are allocated for risk ownership and functionally independent oversight and assurance across the three lines. The overriding principle of this model is that risk management capability must be embedded within the business to be effective.

The Group undertakes annual strategic planning to establish the strategic objectives and ensure that risk appetite and strategy are aligned. Risk appetite defines the risk boundaries the Group must operate within to achieve its strategic objectives and business plan.

Our RMF is described in detail in our Risk Management Strategy (RMS), which is provided annually to the Australian Prudential Regulation Authority to meet our prudential requirements.

Our material risks, which are detailed and defined in our RMS, are:

The Group also has a set of Environmental, Social and Governance (ESG) Risk Principles (PDF, 433KB), which provide an overarching framework for integrating ESG risk considerations into the RMF.

Risk Governance

Risk governance applies the principles of good governance to the identification, assessment, management and communication of risks. A transparent and robust corporate governance structure is in place for the Group with supporting processes to meet the needs and expectations of shareholders and stakeholders.

The Board’s key role is to create and deliver value to shareholders by effectively governing the Group, while meeting the interests of all stakeholders. The Board has established a number of committees to assist it in carrying out its responsibilities and these operate under specific delegated authority granted by the Board and provide specialised focus on particular areas as articulated in their governance charters. (Charters are available on nab.com.au).

The Board delegates responsibility to the Group CEO to manage the day to day operations of the Group. This responsibility is partly effected through the executive risk committee structure, starting with the Group Risk Return Management Committee (GRRMC). A number of sub-committees support the GRRMC in governing specific material risks.

First Line risk committees provide governance in support of the management of risk matters, including material risks across the value chain. Second Line Risk specialists are members of these committees to provide oversight, and review and challenge.

Support of political parties

NAB recognises that it has an important role to play in the Australian political process and in the development and promotion of policy.

The Board believes that NAB can best fulfil its commitment to a balanced approach to stakeholders through continuing to support the community directly, rather than through political donations.

From May 2016, NAB ceased making political donations at the Commonwealth, State and Local Government level.

How are previous donations disclosed?

Australia: the Group made annual third party disclosure returns that were lodged with the Australian Electoral Commission (AEC). Following the change to our political donations policy in May 2016, our final disclosure occurred in the 2015-16 financial year. Previous NAB annual disclosures are publicly available on the AEC website.

You can also view the below:

• Group Political Donations Policy (PDF, 83KB)

The Board is responsible for the Group's remuneration policy and strategy. In particular, the Board:

• Approves remuneration policy and remuneration arrangements for the Group CEO and direct reports;
• Reviews and monitors the performance of the Group CEO and senior management; and
• Approves remuneration arrangements for non-executive Directors.

The Board has established a Remuneration Committee to assist it in governing remuneration across the Group. Committee decisions are made as far as practicable to align remuneration policy and strategy to support NAB’s business strategy, align with shareholder interests, meet the expectations and requirements of regulators, and enhance corporate and individual performance.

More information on the Group's performance and remuneration frameworks is available in:

• Remuneration Report in the Report of the Directors in the Annual Financial Report (PDF, 737KB)
• Financial Services Companies Peer Groups (PDF, 9KB)
• Top 50 Companies Peer Groups (PDF, 18KB)

We're committed to protecting the bank and our customers by meeting our legal and regulatory requirements in the areas of financial crime. This includes anti-money-laundering and counter-terrorism financing (AML/CTF), anti-fraud, anti-bribery and corruption, and sanctions and embargoes.

Good corporate governance is a fundamental part of our culture and business practices in the prevention of financial crime. Our corporate governance framework along with effective risk management is a key capability of a successful financial services provider in the prevention of financial crime. Find out more about our approach to the management of financial crime.

External commitments and activities in financial crime prevention include:

• reflecting in our policies and procedures Australia’s adoption of the FATF Recommendations (International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation)
• adoption and commitment to the Wolfsberg Group AML Principles and Questionnaire (PDF, 365KB) also available from Bankers Almanac
• maintaining and making publicly available NAB’s Patriot Act Certification (PDF, 407KB) regarding correspondent accounts for Foreign Banks. The Patriot Act Certificate is available to any financial institution that requires a Patriot Act Certificate from the NAB Group. This certification covers all branches listed in this file (PDF, 57KB).
• compliance with international AML/CTF rules and regulations
• adhering to relevant international Sanctions & Embargoes legislative requirements including relevant watch lists issued by certain competent authorities
• compliance with local and international anti-bribery and corruption rules and regulations
• compliance with the Foreign Account Tax Compliance Act (FATCA) (PDF, 11KB).

We're a signatory to the UN Global Compact (UNGC) which includes a commitment to work against corruption in all its forms, including extortion and bribery. See our latest UNGC Communication on Progress.

The Financial Claims Scheme (FCS) is an initiative by the Australian Government to provide protection and quick access to your deposits in financial institutions in the unlikely event that one fails.

How the Financial Claims Scheme works

Under the FCS, certain deposits are protected up to a limit of $250,000 for each account holder at any bank, building society, credit union or other authorised deposit-taking institution that’s incorporated in Australia and authorised by the Australian Prudential Regulation Authority (APRA).

The FCS can only come into effect if it’s activated by the Australian Government when an institution fails. Once activated, the FCS will be administered by APRA who would aim to pay the majority of customers their protected deposits within seven calendar days.

Application of the FCS limit

The FCS limit of $250,000 applies to the total of an account holder's deposits under the one banking license.

This means, all deposits held by an account holder with a single banking institution, including accounts with parts of the business operating under a different trading name, count towards the limit. For example, deposits you have with NAB, nabtrade and Ubank would count towards the $250,000 limit.

NAB businesses covered by the Scheme

The FCS applies to NAB, nabtrade and UBank.

Deposits covered by the Scheme

The FCS applies to a wide range of deposits held with NAB, including:

• savings accounts
• call accounts
• term deposits
• current accounts
• cheque accounts
• debit card accounts
• transaction accounts
• personal basic account
• cash management accounts
• farm management deposits
• pensioner deeming accounts
• mortgage offset accounts, either 100 per cent or partial offset, that are separate deposit accounts
• trustee accounts
• retirement Savings Accounts
• first home saver accounts that are deposit accounts

Further information on the FCS

If you’d like to know more about the FCS there’s information available on the FCS website.

Our core behaviours encourage our people to speak up and have open, honest conversations. Our Code of Conduct, compliance standards, and policies guide our day-to-day decisions, actions and behaviours and govern our business.

Our Group Whistleblower Policy (doc 100KB) is applicable to all employees (including all directors, officers, employees, former employees, contractors, subcontractors and agents of the Group) and subsidiaries across our operations. The Policy complements the normal communication channels that exist for raising concerns between people leaders and employees without fear of reprisal. All employees (and former employees) have access to the independently managed KPMG FairCall Service.

The Group Whistleblower Policy and Program are part of the Group Corporate Governance and Risk Framework. Overall governance of the Group Whistleblower Program is undertaken by the Board Audit Committee via Internal Audit. Day-to-day operation of the Group Whistleblower Program (Program) is managed by Internal Audit.

The Group Whistleblower Committee is chaired by our Chief Audit Officer and meets bi-monthly. The Whistleblower Committee is comprised of representatives from across the business, including Group Governance and Legal, People & Culture (Human Resources), Group Risk and Internal Audit.

The Whistleblower Committee is responsible for oversight of the Whistleblower Program, ensuring appropriate measures are taken to address allegations received by the program, providing a forum for the resolution of matters and ensuring that there is effective and regular reporting to Board Audit Committee.