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The Board of Directors of Suncorp Group Limited (the

Company ) is responsible for the corporate governance of the Company and its subsidiaries (the Suncorp Group ). This Statement outlines the principal corporate governance practices and policies that the Board has established to ensure the interests of shareholders are protected, and the confdence of the investment market in the Company is maintained.

These practices and policies were in place throughout the 2011 fnancial year (unless otherwise stated). On 7 January 2011, Suncorp Group Limited replaced Suncorp-Metway Ltd as the listed parent of the Suncorp Group as part of the Non-Operating Holding Company (NOHC) restructure. While the actual governance model of the Suncorp Group following the NOHC restructure has not changed, overall governance has been enhanced by the closer alignment of the corporate structure with the operating model and management accountabilities.

The governance practices described in this Statement applied to Suncorp-Metway Ltd throughout the 2011 fnancial year and have applied to the Company since completion of the NOHC restructure. These practices and policies are current as at the date of this Statement, which is 24 August 2011.

In establishing the corporate governance framework, the Board has considered various governance standards, including the Corporate Governance Principles and Recommendations as published by the Australian Securities Exchange (ASX) (Recommendations). This Statement also reports against the revised recommendations released in June 2010. The Recommendations articulate core principles and practices that the ASX Corporate Governance Council believes underlie good corporate governance and all listed companies are required to disclose the extent to which they depart from these Recommendations. The Suncorp Group’s corporate governance policies, procedures and practices have been developed and implemented by the Board and management over many years and are consistent with the Recommendations.

During the 2010/11 fnancial year there were no departures from the Recommendations which should be disclosed to shareholders.

The Recommendations, and the relevant sections of this Statement which address each of the Recommendations, are summarised in the table below.

PRINCIPLES AND RECOMMENDATIONS RELEVANT SECTION(S) COMPLY?

Principle 1 – Lay solid foundations for management and oversight

1.1 Establish and disclose the functions reserved to the Board and those delegated

to Senior Executives.

Parts 1.1 and 3.1 Yes

1.2 Disclose the process for evaluating the performance of Senior Executives. Part 3.2 Yes

1.3 Provide the information indicated in the Guide to reporting on Principle 1. Parts 1.2, 3.1 and 3.2 Yes

Principle 2 – Structure the Board to add value

2.1 A majority of the Board should be independent directors. Part 1.5 Yes

2.2 The chairman should be an independent director. Parts 1.3 and 1.5 Yes

2.3 The roles of chairman and Chief Executive Offcer should not be exercised

by the same individual.

Part 1.3 Yes

2.4 The Board should establish a Nomination Committee consisting of a minimum

of three members, the majority being independent directors.

Part 2 Yes

2.5 Disclose the process for evaluating the performance of the Board, its committees

and individual directors.

Parts 1.9 and 2.2 Yes

2.6 Provide the information indicated in the Guide to reporting on Principle 2. Parts 1.3, 1.5, 1.8, 1.9, 2.2,

and 2

Yes

Corporate Governance Statement