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Part 1. Board of Directors (continued)

1.5 Director independence (continued)

As at the date of this Statement, the Board considers all of the current non-executive directors to be independent. In reaching this view, the following matters were taken into consideration:

–– Mr Geoffrey Ricketts is a director of Spotless Group Limited, the parent entity of a company that provided catering services to the Suncorp Group over the course of the year. The contractual arrangements between the Company and Spotless Services Australia Limited were in place prior to the date Mr Ricketts joined the Suncorp Board. –– Mr Ricketts also acted as a consultant for Russell McVeagh, Solicitors (NZ), which provided legal services to the Suncorp Group throughout the year.

The Board does not believe these relationships could affect the directors’ independence in relation to any matter other than in the selection of a service provider. However, the selection of a service provider, other than for the provision of audit services or for matters of a strategic nature, is the responsibility of management and such decisions are made in the ordinary course of business, without any reference to any directors or the Board.

Accordingly, the Board has determined that, with respect to the above circumstances, none of the services provided were or are deemed material.

1.6 Conficts of interest

Determinations regarding independence do not change a director’s obligations in managing any confict of interest that may arise between their duties as a director of the Company and their other interests and duties.

To ensure that any actual or potential confict of interest is appropriately managed, the following procedures have been adopted by the Board:

–– directors are required to keep the Board advised, on an ongoing basis, of any interest that could potentially confict with those of the Suncorp Group; and –– where the Board believes a confict exists, the director concerned is not to take part in any decision associated with the matter, including, as appropriate, not receiving the relevant Board papers, not being present at the meeting when the item is considered and not being informed of the decision taken.

1.7 Induction and education

The Company has an induction process for new directors which includes meeting with the Group CEO, members of the Senior Leadership Team and other senior managers about the nature of the business, current issues and the corporate strategy.

These meetings are held soon after a director’s appointment to the Board.

Ongoing education for directors is provided through regular management presentations on certain key functions or business activities from across the Suncorp Group. The external auditors and industry experts also address the Board from time to time on matters relevant to the Suncorp Group business or its operating environment.

Most of the topics presented to the Board are determined in advance and form part of the annual meeting schedule. Also, to ensure directors remain equally informed on all material matters impacting on the Suncorp Group’s businesses, copies of the agendas for Board committee meetings are provided to all directors, and non-executive directors may attend meetings of any committee of which they are not a member, or they can choose to receive copies of particular papers or reports listed for discussion at those meetings.

1.8 Access to information and independent advice

Directors have unrestricted access to Company records and receive regular fnancial and operational reports from senior management for consideration at meetings of directors. Also, each director has entered into a deed with the Company that provides for access to documents, in certain circumstances, following their retirement as a director.

In accordance with the terms of its charter, the Board collectively, and each director individually, may take, at the Company’s expense, such independent professional advice as is considered necessary to fulfl their relevant duties and responsibilities. A director seeking such advice must obtain the approval of the Chairman and such approval may not be unreasonably withheld. A copy of advice received by a director is made available to all other members of the Board except where the circumstances make that inappropriate.

1.9 Board appraisal

A performance appraisal of the Board is conducted annually. An independent consultant is engaged to facilitate the process, usually every second year, and the Chairman of the Board conducts the appraisal every other year. However, the same methodology and processes (as summarised below) are followed for both internal and external reviews.

The appraisal includes completion of a questionnaire by, and/ or interviews with each director and Senior Executive, the main objectives being to:

–– assess the effectiveness of the Board as a whole in meeting the requirements of its charter

–– assess the performance and contributions of individual directors, including the Chairman, in assisting the Board to fulfl its role; and

–– identify Board processes and structures that require improvement.

The questionnaire results (if applicable) and a summary of the views expressed during the interviews in relation to each of the above matters, or any other matters that directors believe are relevant, are provided to directors in a report prepared by the consultants or the Chairman. The Board as a whole discusses the report and any recommendations for change or improvement are agreed.

Progress against each of the recommendations is assessed in subsequent Board reviews. In the years when the questionnaire is completed by an independent consultant, the results may also be benchmarked against other companies.

Corporate Governance Statement (continued)