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PRINCIPLES AND RECOMMENDATIONS RELEVANT SECTION(S) COMPLY?

Principle 8 – Remunerate fairly and responsibly

8.1 The Board should establish a Remuneration Committee. Part 2 Yes

8.2 Structure the Remuneration Committee so that it:

–– consists of a majority of independent directors –– is chaired by an independent chairman, and –– has at least three members.

Parts 2 and 5.1 Yes

8.3 Distinguish the structure of non-executive directors’ remuneration from that

of executive directors and Senior Executives.

Part 5.1 Yes

8.4 Provide the information indicated in the Guide to reporting on Principle 8. Parts 2 and 5.1 Yes

Further information is available on the Company’s website at www.suncorpgroup.com.au under ‘Corporate Governance’.

Part 1. Board of Directors

1.1 Role of the Board

The Board is accountable to shareholders for the Suncorp Group’s performance and has overall responsibility for the Group’s operations.

The Suncorp Group conducts a diverse and complex range of business including general insurance, banking and life insurance, which means an important feature of the Board’s work is to monitor compliance with the prudential and solvency requirements of the Australian Prudential Regulation Authority (APRA).

Therefore, directors of the Company also undertake roles as directors of Asteron Life Limited, Australian Associated Motor Insurers Limited, Australian Alliance Insurance Company Limited, Suncorp Insurance Holdings Limited, Suncorp Metway Insurance Ltd, Suncorp-Metway Ltd, GIO General Limited, Suncorp Life & Superannuation Limited and Vero Insurance Limited, which are all subject to APRA regulation.

The Suncorp Group’s operations also extend to New Zealand and Mr Geoffrey Ricketts, a director of Suncorp Group Limited, was also a director and Chairman of the Group’s major operating entities in New Zealand over the course of the year.

1.2 Responsibilities of the Board

The Board has adopted a Board Charter, which sets out the principles for the operation of the Board of Directors and provides a description of the functions and responsibilities of the Board and the functions delegated to management. A copy of that charter is available on the Company’s website under ‘Corporate Governance’. The key functions of the Board are summarised below:

–– approve the strategic direction and related objectives for the Suncorp Group

–– approve annual budgets, dividend policy and dividend payments

–– monitor the Suncorp Group’s fnancial performance and executive management performance in the implementation and achievement of strategic and business objectives

–– review and, as appropriate, approve management proposals regarding acquisitions and divestitures of companies, businesses and functions

–– review and approve Suncorp Group capital management policies and plans, having regard for the various liquidity and capital adequacy regulatory requirements applying to the Suncorp Group

–– monitor the process whereby business risks are identifed and approve systems and controls to manage those risks and monitor compliance

–– appoint and remove the Managing Director/Group Chief Executive Offcer (the Group CEO) and approve the appointment and removal of Senior Executives reporting directly to the Group CEO (Senior Leadership Team) –– approve the remuneration arrangements of the Group CEO and Senior Leadership Team, including measures of performance, and performance targets, and manage succession plans for the Group CEO

–– determine and approve the level of authority to be granted to the Group CEO in respect of operating and capital expenditure and credit facilities

–– authorise the further delegation of those authorities to management by the Group CEO; and

–– approve major operating and capital expenditure and credit facilities in excess of the limits delegated to management.

1.3 Composition of the Board

The Board Charter contains the following guidelines on Board composition:

–– the Board shall comprise no more than 13 directors and no fewer than seven

–– a majority of directors must be independent, non‑executive directors, and

–– the directors shall appoint, as Chairman of the Board, one of the non-executive directors deemed by the Board to be independent.

At the date of this Statement, the Board comprises seven non‑executive directors and one executive director, the Group CEO, Patrick Snowball. The names of directors, including details of their qualifcations and experience, are set out in the Directors’ Report.

Corporate Governance Statement (continued)