ANZ 2019 Corporate Governance Statement

2019
CORPORATE
GOVERNANCE
STATEMENT

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
2
1. Approach to Governance 2
2. Board Areas of Focus in FY19 4
3. The Board 6
4. Performance Evaluations 11
5. Other Information 11
6. Role of Company Secretaries 12
7. Board Committees 12
Contents
8. Audit and Financial Govenance 17
9. Ethical and Responsible Decision-making 18
10. Commitment to Shareholders 19
11. Continuous Disclosure 19
12. Economic, Environmental and 19
Social Sustainability Risks
13. Diversity and Inclusion 20
1. Approach to Governance
ANZ’s Board, with the support
of the Board Committees, is
responsible for oversight of
ANZ’s governance framework.
The framework seeks to provide
effective and responsible decision
making, assisting ANZ in delivering
on its strategy and purpose.
This Statement outlines key areas of the framework, which includes:
•an experienced and independent Board, supported by a Board
Committee structure which is regularly reviewed to seek to
ensure it continues to operate effectively and add value;
•clear delineation of the respective roles of Board and
management;
•timely and balanced disclosure, including the corporate governance
page of anz.com (anz.com/corporategovernance); and
•a risk management framework which is regularly reviewed.

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Board of Directors
From left to right: Rt Hon Sir John Key, GNZM AC – Independent Non-Executive Director, John Macfarlane – Independent Non-Executive Director,
Paula Dwyer – Independent Non-Executive Director, David Gonski, AC – Chairman, Independent Non-Executive Director, Graeme Liebelt –
Independent Non-Executive Director, Ilana Atlas – Independent Non-Executive Director, Shayne Elliott – Chief Executive Officer, Executive
Director, Jane Halton, AO PSM – Independent Non-Executive Director
Full biography details can be found on our website at anz.com/directors
Board Overview
Board composition
•ANZ’s Board is comprised of seven Non-Executive, independent
Directors (including an independent Chair, David Gonski, AC) and
one Executive Director — ANZ’s Chief Executive Officer (CEO),
Shayne Elliott.
•Currently, three of ANZ’s Directors are female and five are male.
•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 2019 Annual Report.
Board committees
•Under ANZ’s Constitution, the Board may delegate any of its
powers to Committees of the Board. ANZ has six principal Board
Committees — the Audit Committee (chaired by Paula Dwyer),
the Ethics, Environment, Social and Governance (EESG) Committee
(chaired by David Gonski, AC), the Risk Committee (chaired by
Graeme Liebelt), the Human Resources Committee (chaired by Ilana
Atlas), the Digital Business and Technology Committee (chaired by
Jane Halton, AO PSM) and the Nomination and Board Operations
(NBO) Committee (chaired by David Gonski, AC). Each Committee
has its own Charter setting out its roles and responsibilities.
Corporate Governance Framework

Digital Business
and Technology
Committee
Nomination and
Board Operations
Committee
Ethics, Environment,
Social and Governance
Committee
Human Resources
Committee
Audit
Committee
Risk
Committee
BOARD RESERVED POWERS AND DELEGATION OF AUTHORITY POLICY
CHIEF EXECUTIVE OFFICER
SHAREHOLDERS
BOARD OF DIRECTORS
GROUP EXECUTIVE COMMITTEE (ExCo)

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
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2. Board Areas of Focus in FY19
This year the Board and its Committees have undertaken key
strategic, governance and oversight activities, including:
•Approving the development of a new customer focused
section of the Board agenda, including in relation to:
–Customer satisfaction, complaints and remediation
–Regulatory changes impacting customers
–ANZ’s approach to marketing and specific
marketing initiatives
•Providing oversight of ANZ’s approach to customer
remediation and complaints
•Participating in a detailed review of ANZ’s customer service
lighthouse initiative, including meeting with participating
front line staff
•Reviewing ANZ’s approach to communicating customer
initiatives to the front line
•Conducting annual Board strategy session, focused on the
long-term success of the company and learning lessons from
past experience
•Regularly discussing ANZ’s strategic priorities, including the
refinement and implementation of them, with the CEO
•Regularly discussing the progress of ANZ’s transformation of
its Australian business and ANZ’s approach to it
•As part of the Board’s visit to New Zealand, receiving detailed
reports covering the entire NZ business and its direction
•Continuing its focus on ANZ’s corporate culture, including
reviewing results and key themes of ANZ’s culture
assessments and ANZ’s staff engagement survey
•Providing oversight of the design and implementation of
ANZ’s redesign and simplification of remuneration and reward
and Accountability and Consequences Frameworks, including
reviewing and providing input into the Australian Prudential
Regulation Authority’s executive remuneration proposals
•Discussing future disruptive technologies and potential
business impact on, and involvement by, ANZ
STRATEGY AND PURPOSE-LED TRANSFORMATION
CUSTOMER

5
In addition to the regular meetings of the Board held in Melbourne and Sydney, the Board also met in
Wagga Wagga, Perth and Auckland and went to Hobart, with each trip including customer, staff and
other stakeholder functions, with a distinct focus on engagement matters.
•Reviewing and approving ANZ’s self-assessment of
governance, culture and accountability practices and
subsequent roadmap of remediation activities
•Providing oversight of ANZ’s response to the final report
of the Royal Commission
•Participating in deep dives into how ANZ approaches
compliance with numerous prudential standards
•Creating a new NBO Committee, consisting of all
Non-Executive Directors, to focus on the Board’s own
composition and operations
•Embedding the increased remit of the EESG Committee
to focus on ESG matters
•Reviewing and implementing improvements to Board
Committee reporting practices on technology related
matters, including in relation to technology stability and
simplicity, cloud and data governance and information
and cyber security.
•Reviewing and endorsing ANZ’s operating and strategic plans
•Regularly discussing business momentum matters
•Regularly discussing merger and acquisitions matters,
including in relation to the progress of the transactions
regarding the sale of its Wealth business
•Providing oversight of capital management matters, including
in relation to proposals from the Reserve Bank of New Zealand,
the Australian Prudential Regulation Authority and current and
future capital management options for ANZ
•Reviewing ANZ’s governance processes for the preparation of
its financial statements
FINANCIAL
GOVERNANCE AND REGULATORY

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
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20192019
Board Gender DiversityBoard Committe e Chair Gender Diversity
50%50%
37.5%
62.5%
Female
Male
3. The Board
3.1 Members of the Board
The roles of the Chairman and CEO are separate. David Gonski, AC has been Chairman since May 2014. David previously served as an Independent
Non-Executive Director on the Board from 2002 to 2007. Shayne Elliott has been CEO since 1 January 2016. As CEO, Shayne is not required to seek
re-election by shareholders every three years, in accordance with ASX Listing Rules. In December 2018, Lee Hsien Yang retired from the Board after
9 years of service. Upon Lee Hsien Yang’s retirement, Jane Halton, AO PSM was appointed Chair of the Digital Business and Technology Committee
(Jane had been a member of the Committee since 2017). Graeme Liebelt and Jane Halton, AO PSM will stand for re-election at the 2019 AGM, in
accordance with the ASX Listing Rules.
The name of each ANZ Director, together with their appointment information, is set out below.
DirectorsAppointed to the BoardLast election/re-election date
David Gonski, AC (Chair of Board,
EESG Committee and NBO Committee)
20142017
Shayne Elliott (CEO)
2016N/A
Ilana Atlas (Chair of Human Resources Committee)
20142017
Paula Dwyer (Chair of Audit Committee)
20122018
Jane Halton, AO PSM (Chair of Digital Business
and Technology Committee)
20162016 – will seek re-election at the 2019 AGM
Rt Hon Sir John Key, GNZM AC
20182018
Graeme Liebelt (Chair of Risk Committee)
20132016 – will seek re-election at the 2019 AGM
John Macfarlane
20142017
APRA self-assessment report and roadmap for change. This will be
completed by the end of this calendar year and an update will be
provided at the 2019 AGM; and
•as part of this review, a new customer segment of the Board agenda
has introduced, focusing on customer issues and metrics.
At management level, the Group Executive Committee (ExCo)
comprises ANZ’s most senior executives. The members of ExCo are
set out on ANZ’s website at anz.com/exco. ANZ has a delegations
of authority framework that clearly outlines those matters delegated
to the CEO and other members of senior management.
The Charters of the Board and each of its principal
Committees are located on ANZ’s website at:
anz.com/corporategovernance
The Board is responsible for the oversight of ANZ and its sound and
prudent management, with specific duties as set out in its Charter.
In 2019, as part of its continual review of ANZ’s governance structure,
the Board:
•established the NBO Committee, to assist the Board with all matters
to do with the proper functioning of the Board, including in relation
to its ongoing composition and overall Board operations;
•comprehensively reviewed the role of the EESG Committee. Its
purpose was refined to assist the Board in providing oversight of
measures to advance ANZ’s purpose, namely to shape a world where
people and communities thrive, focusing on ethical, environmental,
social and governance matters;
•has committed to a detailed review of the Board and principal
Board Committee charters to ensure they provide clarity to
the Board, management and external stakeholders around the
involvement of Directors in the specific matters raised in the
3.2 Role of the Board and management

7
3.3 Directors’ attendance at Board and Committee meetings
Column A - Indicates the number of meetings the Director was eligible to attend as a member.
Column B - Indicates the number of meetings attended. The Chairman is an ex-officio member of the Risk, Audit, Human Resources, Ethics, Environment, Social and Governance, Digital Business
and Technology and Nomination and Board Operations Committees.
With respect to Committee meetings, the table above records attendance of Committee members. Any Director is entitled to attend these meetings and from time to time Directors attend
meetings of Committees of which they are not a member.
1.
The meetings of the Special Committee of the Board, Shares Committee and Committee of the Board as referred to in the table above include those conducted by written resolution.
2.
The Board meeting Shayne Elliott did not attend was due to his appearance at the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry.
3.
Lee Hsien Yang retired as a Non-Executive Director on 19 December 2018.
The ANZ Board Reserved Powers and ANZ Delegations of Authority policy
together comprise a comprehensive Delegations of Authority Framework that
applies to all employees and contractors of ANZ and its controlled entities.
ANZ also has a number of formally established management
committees, each of which deals with particular sets of ongoing

issues with defined decision-making authority.
As part of implementing the Banking Executive Accountability Regime
(BEAR), individual accountability statements were developed and are
maintained for ANZ’s Accountable Persons (all ANZ Directors and ExCo
(other than the Group Executive, International) and the Group General
Manager, Internal Audit). These contain a comprehensive statement
of their individual responsibilities and acknowledgment of their
accountability obligations under BEAR.
In addition, ANZ maintains an Accountability Map for BEAR which describes
the purpose of ANZ’s Board, Board committees and key management
committees. The Map also includes mapping of management and
governance arrangements across the Accountable Persons.
The Board appoints the CEO and certain members of the senior
management team at ANZ, as set out in its Charter. The Board
delegates to the CEO, and through the CEO to senior management,
via the ANZ Delegations of Authority Policy, the authority and
responsibility to make decisions with the aim of achieving the
approved strategies and financial objectives of ANZ. This Policy
is reviewed regularly.
ExCo generally meets each month and is responsible for delivering
ANZ’s purpose, to shape a world where people and communities
thrive. It does this by focusing on:
•All key stakeholders;
•Shaping ANZ’s culture and capabilities; and
•Prioritising ANZ’s efforts and allocation of resources.
3.4 CEO and delegation to management
The number of Board, and Board Committee, meetings held during the year and each Directors’ attendance at those meetings are set out below:
Principal Board CommitteesOther Standing Committees
Board
Risk
Committee
Audit
Committee
Human
Resources
Committee
Ethics,
Environment,
Social and
Governance
Committee
Digital
Business
and
Te chno lo g y
Committee
Nomination
and Board
Operations
Committee
Special
Committee
of the
Board
1
Committee
of the Board
1
Shares
Committee
1
ABABABABABABABABABAB
Ilana Atlas
121288665522111111
Paula Dwyer1212888866221122
Shayne Elliott
2
1211332233
David Gonski, AC
1212888866555522332244
Jane Halton, AO PSM1212665555222211
Sir John Key, GNZM AC
12128855442222
Lee Hsien Yang
3
44332211
Graeme Liebelt
1212888866222222
John Macfarlane
1212888855221111

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
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ANZ reviews its Board composition regularly. The NBO
Committee was created in 2019, with one of its duties being
to assist the Board with all matters to do with reviewing
Board composition. In assessing potential candidates and in
undertaking reviews of the size and composition 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:
•skills/experience across the key areas identified in the
ANZ Board Skills Matrix;
•tenure; and
•diversity.
The NBO Committee also takes into account factors including:
•relevant guidelines/legislative requirements in relation to
Board composition;
•Board membership requirements as articulated in the
Board Charter; and
•other considerations including ANZ’s strategic goals.
The Board has an objective of maintaining at least 30% female
membership of the Board, with a longer-term aspiration of having
equal representation of females and males in its own composition.
When considering potential candidates, the Board also notes
that diversity has a much broader dimension and includes
other matters such as age and cultural identity (for example,
ethnicity and country of origin). The Committee also considers
a candidate’s personal qualities, communication capabilities as
well as ability to effectively challenge management, professional
reputation and commitment to ethical behavior.
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
an be found in ANZ’s Board Composition, Selection and
Appointment document, available on ANZ’s website at
anz.com/corporategovernance. In 2019 the Board
undertook a comprehensive review of its Board skills matrix,
to seek to ensure it remains appropriate for scheduled Board
member rotation and to enable optimum Board performance.
The NBO Committee has been delegated responsibility 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 such candidates to the Board.
3.5 Board composition, selection and appointment

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3.6 Board skills and experience
The table below sets out the key skills and experience that the ANZ Board is looking to achieve in its membership and the number of Directors
with each skill/experience.
In addition to having individuals on the Board with a variety of technical skills and experiences listed below, the ANZ Board seeks to ensure
that its own membership will operate as a team, focused on the long-term success of the business and comprise different personalities and
viewpoints, who will respectfully challenge management and each other and participate in robust debate and work with peers to arrive at
new solutions.
Strategy and Commercial Acumen
(knowledge and experience in charting and monitoring the implementation of strategic
objectives using commercial judgment)
8
Banking and/or Financial Services
(experience outside ANZ in significant components of the banking or financial services industry)
7
Technology
(knowledge and experience in the application and development within enterprises of major
technology, data, technology related innovation or digital infrastructure or applications)
3
Leadership role in organisations of significant size
(held CEO or senior position in a listed company or large/complex organisation or Government body)
8
Workplace culture and/or remuneration
(knowledge and experience at a senior level in the management or oversight of workplace
culture matters and/or the oversight of remuneration practices and senior appointments)
8
Corporate Governance, Risk Management/Compliance and/or Sustainability
(including but not limited to experience in the design and application of corporate governance,
risk management/compliance and/or sustainability frameworks and related practices.
This includes experience as a Director/Executive of a listed company or large/complex
organisation or Government body)
8
Regulatory/Government Policy
(experience in relation to the development of regulation/government/industry policy matters
and/or significant stakeholder engagement/management)
8
International business experience
8
Financial acumen
(good understanding of financial statements relating to businesses of significant size,
including ability to probe the adequacies of financial and related risk controls)
8
SKILLS AND EXPERIENCE NUMBER OF DIRECTORS

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
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3.7 Director independence
ANZ’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 Charter 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.
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, conflict of 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 Protocol and Procedures
for Handling Conflicts of Interest. It provides that a Director may not
exercise any influence over the Board if an actual or potential conflict
of interest exists.
The Protocol 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
Non-Executive Directors
All Non-Executive Directors are required 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.
The process the Chairman follows in carrying out this review, and
the factors considered, are set out in the Outside Commitments
of Non-Executive Directors document, which is available on ANZ’s
website at anz.com/corporategovernance.
If the Chairman proposes to accept a new outside appointment, the
longest serving Non-Executive Director substitutes for the Chairman
for the purpose of the review and approval process set out above.
ANZ is comfortable with each of the outside commitments of the
Non-Executive Directors.
Further details of the criteria are set out on ANZ’s
website at anz.com/corporategovernance
Directors’ biographies as set out in the Directors’
Report (in the 2019 Annual Report) and located
on ANZ’s website at anz.com/directors highlight
their major associations outside ANZ.
The Board has reviewed each Non-Executive Director’s independence and
concluded that each Non-Executive Director is independent.
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 a reasonable person in the position of a
Non-Executive Director of ANZ would expect there to be a real
and sensible possibility that it would influence a Director’s mind in:
•making decisions on matters likely to come regularly 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 his or her role as a Director.
Directors 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.

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4. Performance evaluations
ANZ conducts performance evaluations of each Non-Executive Director,
the Chairman of the Board, the Board and the Board Committees.
Details of the evaluation processes are summarised below and
set out in more detail in ANZ’s Board Renewal and Performance
Evaluation Protocol, which is available on ANZ’s website at
anz.com/corporategovernance.
4.1 Non-Executive Directors
For the evaluation of Non-Executive Directors, the Chairman has a
one-on-one meeting with the Non-Executive Director regarding their
performance, including compliance with the Non-Executive Directors’
Code of Conduct.
4.2 Chairman of the Board
ANZ’s longest serving Non-Executive Director facilitates the evaluation
of the performance of the Chairman. This involves seeking input from
each Director.
4.3 The Board
On a periodic basis, the performance of the Board is evaluated using
an independent external facilitator. ANZ expects this evaluation to
occur approximately every three years.
4.4 Board Committees
Each of the principal Board Committees conducts an annual
self- assessment to evaluate the Committee’s performance using
Guidelines approved by the NBO Committee.
4.5 Senior executives
The Remuneration Report in the 2019 Annual Report sets out how
the Board evaluates the performance of the CEO and other key senior
executives, including how we assess Risk and Reputation, Financial
and Discipline, Customer, and People and Culture measures.
Relevant senior executive evaluations have been undertaken in
respect of the 2019 financial year in accordance with this process.
4.6 2019 evaluation processes undertaken
As at the time of this report, the 2019 financial year evaluations of the
Chairman, Non-Executive Directors, the Board and Board Committees
were being finalised and will be completed prior to the 2019 AGM.
5. Other information
5.1 Fit and proper person checks and
BEAR suitability
ANZ has processes that ensure individuals appointed to relevant
senior positions have the appropriate fitness and propriety to
properly discharge their prudential responsibilities.
The framework is set out in ANZ’s Fit and Proper Policy for APRA
Regulated Institutions. Before a new appointment is made to any
of the following positions, the policy requires assessments to be
carried out: each Director, relevant senior executives, and the APRA
engagement partner of ANZ’s External Auditor. The Board carries out
assessments of ANZ’s Non-Executive Directors, the Human Resources
Committee assesses the CEO and key 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’s material
qualifications; and
•the reviewer checking the individual’s past — for example: for any
criminal record, bankruptcy history and regulatory disqualifications.
During the 2019 financial year, Annual Fit and Proper assessments
were carried out for each Non-Executive Director, the CEO, key senior
executives and the APRA engagement partner of ANZ’s External Auditor.
The policy also sets out how the Board and Human Resources
Committee assesses whether ANZ’s Accountable Persons are suitable
to act in that capacity pursuant to the requirements of the BEAR.
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 an appointment letter with a:
•Directors’ Handbook — the handbook includes information on a
broad range of matters relating to the role of a Director, including
information about all applicable policies; and
•Director’s Deed — each Director signs a Deed, currently in the form
approved by shareholders at the 2005 Annual General Meeting.
The Deed covers a number of issues including indemnity, directors’
and officers’ liability insurance, the right to obtain independent advice,
confidentiality requirements and access to information.
Each current Non-Executive Director received a letter at the
commencement of their term which sets out the terms of
their appointment.
Formal letters are provided to senior executives setting out the
terms of their appointment.
5.3 Induction for directors
ANZ arranges an induction program which involves every new
Director receiving information about: ANZ’s values and culture;
the governance framework; the Non-Executive Directors’ Code of
Conduct; Director related policies; Board and Committee policies,
processes and key issues; financial management; and business
operations. Directors are also briefed by senior management
about matters concerning their areas of responsibility.

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
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The Board is responsible for appointing ANZ’s Company Secretaries.
The Board has appointed two Company Secretaries. Profiles of ANZ’s
Company Secretaries can be found in the Directors’ Report (in the
2019 Annual 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
and is responsible to the Board for the Company Secretary’s Office.
The Company Secretary, Simon Pordage, is responsible for the operations
of the Company Secretary’s Office including administering Board
and Board Committee meetings and associated Board governance
requirements for ANZ and its Australian subsidiaries, overseeing
the relationship with ANZ’s Share Registrar and administering
ANZ’s listed securities, including managing distributions, and
communication and lodgment of information with, securities
exchanges and corporate regulators.
He is accountable directly to the Board, through the 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.
5.4 Directors right to independent advice
To help Directors fulfill 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.
5.5 Meeting director share qualifications
Within five years of each Non-Executive Director’s appointment,
they must accumulate, and then maintain, a holding in ANZ shares
that is equivalent to at least 100% of a Non-Executive Director’s base
fee. The requirement for the Chairman is 200% of that fee. Each
Non-Executive Director is in compliance with this requirement.
5.6 Non-Executive Director and senior
executive remuneration
Information about the structure of the Non-Executive Directors’
remuneration and the remuneration of the CEO and other senior
executives is set out in the Remuneration Report in the 2019
Annual Report.
5.7 Election at next Annual General Meeting
As allowed by ANZ’s Constitution and the Corporations Act 2001,
the Board may appoint a Non-Executive Director of ANZ at any time.
But that person must retire at the next Annual General Meeting.
If they wish to continue as a Director, they must seek election by
shareholders at that Annual General Meeting.
5.8 Directors tenure and retirement
ANZ’s Constitution requires a Non-Executive Director who wishes
to continue in their role to seek re-election by shareholders every
three years. This is consistent with the ASX Listing Rules.
In addition, ANZ’s Board Renewal and Performance Evaluation Protocol
requires Non-Executive Directors to retire when they have served three
consecutive 3-year terms after first being elected by shareholders.
However, in special circumstances, the Board may invite them to
extend their tenure.
5.9 Continuing education for directors
ANZ Directors take part in a range of training and continuing
education programs relating to their duties 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
regular briefings on developments in accounting standards.
Internal and external experts are engaged, as required, to
conduct education sessions.
6. Role of company secretaries
The Company Secretary is accountable
directly to the Board, through the
Chair, on all matters to do with the
proper functioning of the Board.
7. Board Committees
7.1 Membership and attendance
Each 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; and
•has the Board appoint one of its members as Chair.
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 and he 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 are provided with papers for all meetings.
Each Board Committee may, within the scope of its responsibilities,
have unrestricted access to management, employees and
information it considers relevant to the carrying out of its
responsibilities under its Charter.
Each Board Committee may require the attendance of any ANZ
officer or employee, or request the attendance of any external
party, at meetings as appropriate.

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7.2 Audit Committee
The Audit Committee is responsible for providing oversight and
independent review of:
•ANZ’s financial reporting principles and policies, controls and
procedures;
•the effectiveness of ANZ’s internal control and risk management
framework;
•the work of Internal Audit (IA) which reports directly to the Chair of
the Audit Committee — see Section 8.1 of this Statement for more
information about IA;
•the integrity of ANZ’s financial statements and their independent
audit, and compliance with related legal and regulatory requirements;
•prudential supervision procedures and other regulatory
requirements (including reporting requirements) to the extent
they relate to financial reporting; and reports from major subsidiary
audit committees.
The Audit Committee is also responsible for:
•appointing, overseeing, and annually evaluating the External
Auditor — including reviewing their independence, fitness and
propriety and qualifications;
•compensation of the External Auditor;
•if appropriate, replacing the External Auditor; and
•reviewing the performance and remuneration of the Group
General Manager, Internal Audit and making recommendations
to the Board as appropriate.
Under the Committee Charter:
•each member of the Audit Committee must be appropriately
financially literate; and
•collectively they must have the appropriate knowledge, skills and
experience (including industry experience) to effectively discharge
the Committee’s responsibilities.
The Board determined Paula Dwyer (Chair) was a ‘financial expert’
under the definition set out in the Audit Committee Charter. Although
the Board determined that Paula has the necessary attributes
to be a ‘financial expert’ in accordance with those requirements,
it is important to note that this does not give Paula additional
responsibilities to those of other members of the Audit Committee.
The Audit Committee meets with the External 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 Deputy Chief Financial Officer 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 the
Group’s 2019:
•full year financial statements, and other matters, that are required
by s295A of the Corporations Act and Recommendation 4.2 of the
ASX Governance Principles; and
•half-year financial statements, and other matters, that are required
by Recommendation 4.2 of the ASX Governance Principles
The CFO is the executive responsible for assisting the Chair of the
Audit Committee with the operation of the Committee.
7.3 EESG Committee
The EESG Committee is responsible for oversight, review and/or
approval, (as applicable) of matters including:
•the proposed corporate sustainability objectives for ANZ;
•disclosures relating to ANZ’s Sustainability Framework, objectives
and related performance;
•ethical, environmental, social and governance risks and
opportunities relevant to the bank’s ability to operate as a fair,
responsible and sustainable business;
•reports on 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 and governance matters where applicable;
•the development of and approve applicable corporate governance
policies and principles;
•reviewing this Statement; and
•regular reports on customer complaints or other conduct
related matters.
The Company Secretary and the Group General Manager, Corporate
Affairs are the executives responsible for assisting the Chair of the
EESG Committee with the operation of the Committee.
7.4 Human Resources Committee
The Human Resources Committee assists, and makes
recommendations to, the Board in relation to remuneration
matters and senior executive succession.
The Committee is responsible for reviewing and approving, or
making recommendations to the Board on matters including:
•remuneration for the CEO and other key executives, and fees
for the Non-Executive Directors;
•the design of significant variable remuneration plans;
•performance and reward outcomes for key senior executives;
•key senior executive appointments and terminations;
•the effectiveness of the Remuneration Policy and changes
to the policy;
•culture and governance; and
•diversity, inclusion and employee engagement (excluding
Board diversity which is monitored by the NBO Committee).
The Group Executive, Talent and Culture is responsible for assisting
the Chair of the Committee with the operation of the Committee.
For more details on the activities of the Human Resources
Committee, see the Remuneration report in the Annual Report.

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
14
ANZ Board Committee memberships
as at 30 October 2019
Audit
Ethics, Environment,
Social and Governance
Human Resources
Risk
Digital Business and
Te chno lo g y
Nomination and Board
Operations Committee
Membership
David Gonski, AC*
C
C
Ilana Atlas
C
Paula Dwyer
C, FE
Jane Halton, AO PSM
C
Sir John Key, GNZM AC
Graeme Liebelt
C
John Macfarlane
Composition
•The Board appoints one of its members,
other than the Chairman of the Board, to
serve as the Committee’s Chair
•The Risk Committee Chair is to be a
member of the Audit Committee and
vice versa to ensure relevant information
flows between these committees
•Additional eligibility for membership
rules apply as set out in clause 6.2 of the
Audit Committee Charter
•The Board appoints one member
of the Committee as its Chair
•The Board appoints one
member of the Committee
as its Chair
•Committee membership is
to ensure some overlap in
membership between the
Risk and Human Resources
Committees
•The Board appoints one of
its members, other than the
Chairman of the Board, to
serve the Committee’s Chair
•Committee membership is
to ensure some overlap in
membership between the
Risk and Human Resources
Committees
•The Audit Committee Chair is
to be a member of the Risk
Committee and vice versa to
ensure relevant information
flows between these
committees
•The Board appoints one
member of the Committee
as its Chair
•The Board appoints one
member of the Committee
as its Chair
•All members are required to be independent, Non-Executive Directors
•Minimum membership of each Committee is 3 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

15
Audit
Ethics, Environment,
Social and Governance
Human Resources
Risk
Digital Business and
Te chno lo g y
Nomination and Board
Operations Committee
Membership
David Gonski, AC*
C
C
Ilana Atlas
C
Paula Dwyer
C, FE
Jane Halton, AO PSM
C
Sir John Key, GNZM AC
Graeme Liebelt
C
John Macfarlane
Composition
•The Board appoints one of its members,
other than the Chairman of the Board, to
serve as the Committee’s Chair
•The Risk Committee Chair is to be a
member of the Audit Committee and
vice versa to ensure relevant information
flows between these committees
•Additional eligibility for membership
rules apply as set out in clause 6.2 of the
Audit Committee Charter
•The Board appoints one member
of the Committee as its Chair
•The Board appoints one
member of the Committee
as its Chair
•Committee membership is
to ensure some overlap in
membership between the
Risk and Human Resources
Committees
•The Board appoints one of
its members, other than the
Chairman of the Board, to
serve the Committee’s Chair
•Committee membership is
to ensure some overlap in
membership between the
Risk and Human Resources
Committees
•The Audit Committee Chair is
to be a member of the Risk
Committee and vice versa to
ensure relevant information
flows between these
committees
•The Board appoints one
member of the Committee
as its Chair
•The Board appoints one
member of the Committee
as its Chair
•All members are required to be independent, Non-Executive Directors
•Minimum membership of each Committee is 3 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

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
16
7.5 Risk Committee
The Board is responsible for approving the Group’s risk appetite,
including risk appetite statement and risk management strategy.
This responsibility extends to overseeing management establishing
a sound risk management culture to facilitate effective risk
management throughout the Group, which in turn supports the
ability of ANZ to operate consistently within its risk appetite.
The Risk Committee assists the Board:
•by independently overseeing management’s implementation
of the risk management framework and its related operation;
•by taking a Group-wide view of ANZ’s current and future risk
position relative to the Group’s risk appetite and
•capital strength;
•in discharging its responsibilities for business, market, credit,
equity and other investment, financial, operational, liquidity and
reputational risk management and for the management of the
Group’s compliance obligations; and
•by advising the Board on current and future risk appetite and risk
management strategy.
The Committee is authorised to approve credit transactions beyond
the approval discretion of management.
The Chief Risk Officer is responsible for assisting the Chair of the
Committee with the operation of the Committee.
Risk management framework
We have a risk management framework in place to monitor and
manage ANZ’s key risks. The Board, with the endorsement of the
Risk Committee, reviews the framework at least annually to satisfy
itself that the framework 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 2019 financial year. The
Annual Report contains further information on ANZ’s framework,
including how it is structured with respect to the Three Lines-of-
Defence Model and Risk Management Committee, actions taken to
improve risk management during the year and emerging risks for
ANZ. Under the Three Lines-of-Defence Model, the business has first
line of defence responsibility, the Risk Function is the second line of
defence and Internal Audit is the final line of defence.
7.6 Digital Business and Technology Committee
The Digital Business and Technology Committee is responsible for
assisting the Board in the effective discharge of its responsibilities in
connection with the oversight of ANZ’s digital transformation, data,
technology, and technology-related innovation strategies.
It provides a forum for Committee members to question and explore
relevant matters in more depth than they could at a Board meeting.
The Committee is responsible for:
•monitoring and providing guidance as appropriate on, matters
relating to ANZ’s digital transformation, technology and
technology-related innovation strategies;
•monitoring the delivery of the key programs that form part of
ANZ’s digital transformation, technology and technology- related
innovation strategies;
•recommending to the Board and monitoring the delivery of
material digital transformation and technology investments,
including those exceeding AUD100 million; and
•reviewing the health and relevance of ANZ’s technology suite,
to ensure secure, stable and reliable services.
The Group Executive, Technology is responsible for assisting the
Chair of the Committee with the operation of the Committee.
7.7 Nomination and Board Operations Committee
The NBO Committee was formed in 2019 to assist the Board with all
matters to do with the proper functioning of the Board, including in
relation to its ongoing composition and overall Board operations. Its
duties include:
•all matters to do with reviewing Board composition, including
renewal and succession planning, the processes for Director
selection, appointment and re-election, the effectiveness of ANZ’s
approach to diversity, monitoring and making amendments to
ANZ’s Board skills matrix, recommending individuals to the Board
to be appointed as directors and succession planning for the
Chairman of the Board;
•the review and approval of processes for evaluating the
performance of the Board, each principal Committee and each
Director including the Chairman but excluding the CEO; and
•all other matters do to with the effective and efficient operation
of the Board and its principal Committees, including NED
induction and education and review and approval of Charters.
The Company Secretary is responsible for assisting the Chair of
the Committee with the operation of the Committee.
7.8 Additional Committees
In addition to the six principal Board Committees, the Board
has constituted two Committees, consisting solely of Directors,
to assist in carrying out specific tasks. They are:
•the Special Committee of the Board, which has the full power
of the Board and is convened as necessary between regularly
scheduled Board meetings to deal with urgent matters; and
•a Shares Committee, which has the power to manage on behalf
of the Board the issue of shares and options — including under
ANZ’s Employee Share Acquisition Plan and Share Option Plan.
The Board also forms and delegates authority to ad-hoc Committees
of the Board as and when needed to carry out specific tasks.

17
8.1 Internal Audit
Internal Audit (IA) is independent of management. Its role is to provide
the Board and management with an independent appraisal of the
internal controls established by ANZ’s first (business) and second (Group
Risk) lines of defence. IA operates under a Board approved Charter. The
outcome of IA’s work is reported through the Audit Committee Chair to
the Audit Committee. IA has a direct communication line to the Group
Chief Executive and the External Auditor.
The IA team includes six General Managers accountable for the
provision of audit services to their respective Divisions. The General
Managers, together with the Head of Audit Services and Group General
Manager, IA, form the IA Leadership Team. IA uses a global audit pool
structure, which comprises individuals with skills in Technology, Credit
Assurance, Culture Assessments, Data Analytics and Operational audits.
The global team is spread across fourteen locations.
IA operates to its annual IA Plan, which is developed and reviewed in
line with ANZ’s overall risk appetite and risk management framework.
The Audit Committee reviews and approves the annual IA Plan and
any material changes to it. This ensures the Plan meets regulatory
requirements and covers all material risks. The Audit Committee also
approves the annual budget for the IA function.
All audit activities are conducted in accordance with ANZ policies
and values, including ANZ’s Employee Code of Conduct, as well
as local and international auditing standards promulgated by the
professional auditing bodies. The Group General Manager, IA presents
reports at each Audit Committee meeting. The reports cover: major
activities and findings; statistics on issued audit reports and ratings; and
information about the internal 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.
8.2 External audit
The External Auditor’s role is to provide an independent opinion that
ANZ’s financial 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 ANZ’s Stakeholder
Engagement Model for Relationship with the External Auditor
(Stakeholder Engagement Model).
Under the Stakeholder Engagement Model, the Audit 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 non-audit services
either on an engagement-by-engagement basis or under a
specific service pre-approved by the Committee;
•regularly reviews the independence of the External Auditor; and
•evaluates the effectiveness of the External Auditor.
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 2019 financial year is set out in the
Directors’ Report in the 2019 Annual Report. That information includes
the cost of those services and a statement from the Board as to its
satisfaction with KPMG’s compliance with the related independence
requirements of the Corporations Act 2001. In addition, the auditor
has provided an independence declaration under Section 307C of the
Corporations Act 2001.
8.3 Financial controls
The Audit Committee oversees: ANZ’s financial reporting policies and
controls; the integrity of ANZ’s financial statements; the relationship
with the External Auditor; the work of IA; and the audit committees
of various significant subsidiary companies.
ANZ maintains a financial reporting governance framework that
assesses the design of, and tests the operational effectiveness of,
key financial reporting controls. In addition, senior management -
including senior divisional and finance executives - complete a half-
yearly finance attestation. The attestation comprises representations
on financial results, financial reporting disclosures, compliance
obligations and control. The attestation is aligned with ANZ’s
external reporting obligations.
Significant matters arising from either the governance assessment
or management attestation are reported to the Audit Committee.
The Stakeholder Engagement Model can be found
on ANZ’s website at: anz.com/corporategovernance
8. Audit and Financial Governance

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
18
9.1 Codes of conduct
ANZ has two Codes of Conduct — the Employee Code and the
Non-Executive Directors Code (the Codes). 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 the different responsibilities that Directors have under law
and enshrines the same values and principles as the Employee Code.
The Codes require honesty, integrity, quality and trust. ANZ employees
and Directors are required to demonstrate these behaviours and to
comply with the Codes. The Codes are supported by a suite of policies
that are 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 are available on ANZ’s website at
anz.com/corporategovernance. ANZ’s 2019 Annual Report
contains information on work undertaken during the year with
respect to ANZ’s conduct and culture (including breaches).
Further information about the Codes, including on internal
training and breaches, will be available in ANZ’s 2019 ESG
Supplement (to be released in December).
9.2 Securities trading
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.
The Policy specifically prohibits ANZ Directors and certain ‘restricted
persons’ (which includes certain senior executives) and their associates
from trading in ANZ securities during ‘blackout periods’ as defined in
the Policy. The Policy:
•excludes certain types of trading from the trading restrictions
under the Policy;
•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; and
•prohibits ANZ Directors and restricted persons from using ANZ
securities in connection with a margin loan or similar financing
arrangement which may be subject to a margin call or loan-to-
value ratio breach.
The Policy was updated in 2019 and is available on ANZ’s website
at anz.com/corporategovernance.
9.3 Whistleblower protection
ANZ has a strong values based culture that encourages openness,
integrity and accountability. The Whistleblower Policy has been
developed to ensure that all current and former employees, officers,
associates, contractors and sub-contractors of the ANZ group,
including relatives of those aforementioned individuals, can freely
and without fear of detriment raise concerns regarding actual or
suspected misconduct by ANZ, or anyone connected to the ANZ
group, including contraventions of ANZ’s ethical and legal standards.
A whistleblower can make a confidential disclosure under the Policy in a
number of ways, including through a Whistleblower Protection Officer,
the Whistleblower Program team, or anonymously via phone, email
and web-based mechanisms operated by ANZ’s external whistleblower
reporting service, operated by a third party provider (Deloitte). ANZ
maintains confidentiality of all reports to the fullest extent possible
and also protects whistleblowers from retaliation or victimization.
ANZ’s Whistleblower Program team reports to the Operational Risk
Executive Committee and Audit Committee twice annually on reports
made in the preceding period, including de-identified thematic
details of reports made and actions taken. It also reports to any boards
and committees of the ANZ group in a manner agreed between the
Whistleblower Program and the relevant board from time to time.
Any reports involving a Director or the CEO of ANZ would be reported
to the Chair of ANZ.
9. Ethical and responsible decision-making

19
10.2 Meetings
To allow as many shareholders as possible to have an opportunity to
attend shareholder meetings, ANZ rotates meetings around capital
cities and makes them available to be viewed online using webcast
technology.
10.1 Communication
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 governance framework.
Generally, we do that through our reporting of results, the Annual
Report (which now incorporates the Annual Review), announcements
and briefings to the market, half yearly newsletters and through our
dedicated shareholder 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. To this end,
ANZ, in addition to its scheduled results announcements, issued
Trading Updates to the market during the 2019 financial year.
ANZ encourages shareholders to take
an active interest in ANZ, and seeks
to provide shareholders with quality
information in a timely fashion.
If you require any information or wish to express
your view to ANZ on any matters of concern or
interest, then the contact details for ANZ Investor
Relations and ANZ’s Share Registrar, Computershare
Investor Services (including postal, telephone and
email) are set out in ANZ’s 2019 Annual Report and
on ANZ’s website at: anz.com/annualreport.
ANZ appoints an independent party, normally KPMG,
to verify the results of the meeting. Those results are
reported as soon as possible to ASX and posted on
ANZ’s website at : anz.com/shareholder/centre
Information on meetings and presentations held
throughout this financial year are available on
ANZ’s website at: anz.com/shareholder/centre
10. Commitment
to shareholders
ANZ shareholders have the option of receiving communications
from, and sending communications to, ANZ and its Share Registrar
electronically.
ANZ also has a comprehensive investor relations program, which
facilitates effective communication with investors.
Before the Annual General Meeting, shareholders have the opportunity
to submit questions to the Chairman or CEO to enable key common
themes to be considered during the meeting.
The External Auditor attends ANZ Annual General Meetings and is
available to answer shareholder questions on any matter that concerns
them in their capacity as auditor.
Directors are also required to attend the Annual General Meeting,
except in unusual circumstances. After the meeting, they are
available to meet with, and answer questions from, shareholders.
ANZ’s Notice of 2018 Annual General Meeting contained all material
information in its possession relevant to the business of the meeting,
including the election and re-election of Director at that AGM.
11. Continuous disclosure
ANZ’s practice is to release market sensitive information:
•to ASX promptly and without delay as required under ASX
Listing Rules;
•then to all relevant overseas securities exchanges on which
ANZ’s securities are listed; and
•then to the market and community generally through ANZ’s
media releases, website and other appropriate channels.
Designated Disclosure Officers are generally responsible for reviewing
proposed disclosures and making decisions in relation to what
information will be disclosed to the market. ANZ employees and
contractors must inform the Company Secretary (or in his absence,
the Group General Counsel) of any potentially price sensitive
information concerning ANZ as soon as they become aware of it.
ANZ’s Board receives copies of all market announcements promptly
after they have been made. Any new and substantive investor or
analyst presentation is released to the ASX ahead of the presentation.
A summary of ANZ’s Continuous Disclosure Policy is available on
ANZ’s website at anz.com/corporategovernance.
12. Economic, environmental
and social sustainability risks
Details of ANZ’s material economic, environmental and social
sustainability risks, as well as details of how ANZ manages those
risks, are referred to in the ANZ’s Principal Risks and Uncertainties
Disclosure and in the Annual Report, which are available on ANZ’s
website at anz.com/annualreport.
Shareholders have the right to vote on various resolutions related
to company matters. Shareholders are encouraged to attend and
participate in meetings. But, if they are unable to attend a meeting,
then they can submit their proxies via post or electronically. If a vote
is taken on a poll (which is usual ANZ practice), then shareholders are
able to cast their votes on a confidential basis.

ANZ 2019 CORPORATE GOVERNANCE STATEMENT
20
Diversity and inclusion at ANZ
Diversity and
inclusion targets
Progress
Increase the representation
of Women in Leadership by
3% to 34.1% by end 2020.
Group-wide representation of
Women in Leadership is at 32.5%.
This represents a 1.4% increase
from 31.1% at 30 September 2017.
Recruit >1,000 people
from under-represented
groups including
Indigenous Australians,
people with a disability,
and refugees by end 2020.
Since 2016, we have recruited 734
people from under-represented
groups. This figure is made up of 306
Indigenous Australians, 343 people
with a disability, and 85 refugees.
13. Diversity and inclusion
13.1 Creating an inclusive workplace
ANZ believes in the inherent strength of a vibrant, diverse and
inclusive workforce in which the backgrounds, perspectives and life
experiences of our people help us to forge strong connections with all
our customers, innovate and make better decisions for our business.
Diversity in this context includes age, caring responsibilities, cultural
identity, disability, gender expression and identity, ethnicity, education,
family/relationship status, sexual orientation, religious beliefs, and/
or socioeconomic background. Diversity also encompasses the many
ways people differ in terms of their education, life experience, location,
personality, ways of thinking, and work experience.
A summary of ANZ’s policy position on
Diversity and Inclusion is on ANZ’s website at:
anz.com/corporategovernance
13.2 Leadership, governance and accountability
ANZ’s Human Resources Committee plays an important role in
relation to ANZ’s people strategy, remuneration strategy and
approach to diversity and inclusion (including gender diversity).
The Human Resources Committee has an overarching role to:
•review, note and monitor the effectiveness of ANZ’s approach to
diversity and inclusion;
•review and approve measurable objectives for achieving diversity
and inclusion; and
•review annually both those objectives and progress in achieving
them, including the relative proportion of women at all levels.
The Human Resources Committee also reviews annual performance
and remuneration outcomes. This review includes:
•analyzing the following outcomes by gender: distribution of
performance ratings, change in salary and short term
incentives; and
•a focus on gender pay equity, with all outcomes reviewed by the CEO.
Gender diversity matters in connection with the Board are the
responsibility of the NBO Committee.
The EESG Committee approves annual sustainability targets, including
improving the representation of Women in Leadership and building
a diverse and inclusive workforce. Progress against these targets is
monitored by an ExCo committee on a monthly basis. The results also
assist in informing ANZ’s bonus variable remuneration pool.
13.3 ANZ’s progress
13.4 Gender balance at Board, senior executive
and management levels
As at the date of this report, ANZ’s Board comprises eight directors,
one Executive Director (the CEO), and seven Non-Executive Directors,
three of whom are women. Female representation on the Board is
now at 37.5%. The Board’s current objective is to maintain at least
30% female representation on the Board. In the long term, the
Board’s aspirational goal is to have equal representation of females
and males in its own composition.
ANZ has five women on its 11-person ExCo (45.5% female
representation): the Chief Financial Officer; the Group Executive
Talent and Culture; the Group Executive Digital and Australia
Transformation; the Acting CEO New Zealand, and the Deputy
Chief Executive Officer and Group Executive Wealth Australia.
During the 2019 financial year, overall representation of Women in
Leadership increased to 32.5%. ExCo female representation increased
by 12.2% while executive female representation decreased by 1.1%.
Maintaining the focus on achieving gender balance remains a key
strategy across all of ANZ’s geographies and businesses.
As at 30 September 2019, females were appointed to 49.5% of
all employee directorships on subsidiary boards.

21
13.5 Targets and progress for improving outcomes in gender equality
We continue to measure women in leadership, targeting female representation at the Senior Manager, Executive and Senior Executive levels.
Progress and results for the 2019 financial year are set out below, defining each level of Management in relation to the CEO.
Group^
2018 Actual %
of women
2019 Actual %
of women
2019 Actual
number of women
Senior Executives & Executives (incl ExCo)28.9%28.2%171
CEO-1: ExCo33.3%45.5%5
CEO-2: Senior Executive125.2%25.2%27
CEO-3: Executive229.5%28.4%139
Senior Manager333.2%33.9%637
Total Women in Leadership432.0%32.5%808
Manager543.1%42.3%7,179
Non-Management
6
54.7%62.8%13,711
ANZ Overall53.4%52.6%21,698
^ ”Group” includes all employees regardless of leave status (but not contractors, which are included in FTE).
1. ”Senior Executive” comprises persons holding roles within ANZ designated as Group 1. These roles typically involve leading one of: a large business, a geographic area, or the strategy, policy
and governance of business areas (excludes ExCo).
2. ”Executive” comprises persons holding roles within ANZ designated as Group 2.
3. ”Senior Manager” comprises persons holding roles within ANZ designated as Group 3.
4. ”Total Women in Leadership” represents all ANZ ExCo roles and roles within ANZ designated as Group 1 to 3.
5. ”Manager” comprises persons holding roles within ANZ designated as Group 4.
6. ”Non-Management” comprises women holding roles within ANZ designated as Group 5 and 6.
13.6 2020 Diversity and inclusion targets
In 2020, we will continue to implement our diversity objectives, which are to:
•increase the representation of Women in Leadership by 3% to 34.1% by end 2020; and
• recruit >1,000 people from under-represented groups including Indigenous Australians, people with a disability, and refugees by end 2020.
More information on ANZ’s approach to diversity and inclusion is available in the 2019 ESG Supplement (independently assured by KPMG).
It will be published on ANZ’s website at anz.com/shareholders in December 2019.
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
12 month period ending March 31. ANZ’s latest filing is available on ANZ’s website: anz.com/WGEA
Website
Details of ANZ’s governance framework are located on ANZ’s website at anz.com/corporategovernance. There you can read:
•the charters of the Board and each Board Committee;
•summaries of many of the documents and policies mentioned in this Statement; and
•summaries of other ANZ policies of interest to shareholders and stakeholders.
Compliance with governance recommendations
ANZ confirms it has followed the Recommendations of the ASX Corporate Governance Council throughout the 2019 financial year. The
information in this Statement is current as at 30 October 2019 and has been approved by ANZ’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
anz.com/corporategovernance. Further information about ANZ is contained in ANZ’s 2019 Annual Report.