AMP LIMITED — Governance Information 2022

Mar 7, 2022

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ASX RELEASE | 8 March 2022

Appendix 4G and 2021 Corporate Governance Statement

AMP Limited in accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3 attaches its Appendix 4G with the 2021 Corporate Governance Statement.

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T 02 9257 6127 E media@amp.com.au W AMP.com.au/media AMP_AU

AMP LIMITED 33 Alfred Street, Sydney NSW 2000 Australia ABN 49 079 354 519

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

AMP Limited

ABN/ARBN 49 079 354 519	Financial year ended:
49 079 354 519	31 December 2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report:  This URL on our https://corporate.amp.com.au/about-amp/corporate-governance website:

The Corporate Governance Statement is accurate and up to date as at 10 February 2022 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 8 March 2022 Name of authorised officer Kate Gordon authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	 on page 6 and we have disclosed a copy of our board charter at: https://corporate.amp.com.au/about-amp/corporate-governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	 on pages 7, 9 & 11	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	 on pages 9 & 11	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	 on page 6	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	 on pages 14 & 15  and we have disclosed a copy of our diversity policy at: https://corporate.amp.com.au/about-amp/corporate-governance (Corporate policies section) and we have disclosed the information referred to in paragraph (c):  in our 2021 Corporate Governance Statement on pages 14 & 15 and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	 on page 9 and we have disclosed the evaluation process referred to in paragraph (a):  in our 2021 Corporate Governance Statement on page 9 and whether a performance evaluation was undertaken for the reporting period in accordance with that process:  in our 2021 Corporate Governance Statement on page 9	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	 on page 11 and we have disclosed the evaluation process referred to in paragraph (a):  in our 2021 Corporate Governance Corporate Governance Statement on page 11 and  in the remuneration report in our 2021 annual report on pages 54 to 57, available athttps://corporate.amp.com.au/shareholder- centre/results-reporting/reports and whether a performance evaluation was undertaken for the reporting period in accordance with that process:  in the remuneration report in our 2021 annual report on pages 54 to 57, available athttps://corporate.amp.com.au/shareholder- centre/results-reporting/reports	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	 on page 10 and we have disclosed a copy of the charter of the committee at: https://corporate.amp.com.au/about-amp/corporate- governance/board-committees and the information referred to in paragraph (4):  in our 2021 Corporate Governance Corporate Governance Statement on page 10 and at: https://corporate.amp.com.au/about-amp/corporate- governance/board-committees and the information referred to in paragraph (5):  in the director’s report in our 2021 annual report on page 40 available athttps://corporate.amp.com.au/shareholder- centre/results-reporting/reports	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	 on page 8 and we have disclosed our board skills matrix:  in our 2021 Corporate Governance Corporate Governance Statement on page 8	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	 on pages 6 & 7 and we have disclosed the names of the directors considered by the board to be independent directors:  in our 2021 Corporate Governance Corporate Governance Statement on page 6 and, where applicable, the information referred to in paragraph (b):  in our 2021 Corporate Governance Corporate Governance Statement on page 7 and the length of service of each director:  in our 2021 Corporate Governance Corporate Governance Statement on page 6	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	 on page 6	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	 on page 6	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	 on page 9	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	 on page 3 and we have disclosed our values at: https://corporate.amp.com.au/about-amp/corporate-governance (Corporate policies section in code of conduct)	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code by a director or senior executive; and (2) any other material breaches of that code that call into question the culture of the organisation.	 on page 3 and we have disclosed our code of conduct at: https://corporate.amp.com.au/about-amp/corporate-governance (Corporate policies section)	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	 on page 3 and we have disclosed our whistleblower policy at: https://corporate.amp.com.au/about-amp/corporate-governance (Corporate policies section)	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	 on page 4 and we have disclosed our anti-bribery and corruption policy at: https://corporate.amp.com.au/about-amp/corporate-governance (Corporate policies section)	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	 on page 10 and we have disclosed a copy of the charter of the committee at: https://corporate.amp.com.au/about-amp/corporate- governance/board-committees and the information referred to in paragraph (4)  in the director’s report in our 2021 annual report on pages 37 to 39 available athttps://corporate.amp.com.au/shareholder- centre/results-reporting/reports and the information referred to in paragraph (5):  in the director’s report in our 2021 annual report on page 40 available athttps://corporate.amp.com.au/shareholder- centre/results-reporting/reports	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	 on page 12	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	 on page 5	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	 on page 5 and we have disclosed our continuous disclosure compliance policy at: https://corporate.amp.com.au/about-amp/corporate-governance (Corporate policies section)	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	 on page 5	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	 on page 5	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	 on page 5 and we have disclosed information about us and our governance on our website at: https://corporate.amp.com.au/about-amp/what-we-do/who-are-we- and-what-we-do and https://corporate.amp.com.au/about-amp/corporate-governance and https://corporate.amp.com.au/shareholder-centre	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	 on page 5	☐ set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	 on page 5 and we have disclosed how we facilitate and encourage participation at meetings of security holders:  in our 2021 Corporate Governance Corporate Governance Statement on page 5 and at: https://corporate.amp.com.au/shareholder-centre	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	 on page 5	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	 on page 5	☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	 on page 10 and we have disclosed a copy of the charter of the committee at: https://corporate.amp.com.au/about-amp/corporate- governance/board-committees and the information referred to in paragraph (4):  in our 2021 Corporate Governance Corporate Governance Statement on page 10 and at: https://corporate.amp.com.au/about-amp/corporate- governance/board-committees and the information referred to in paragraph (5):  in the director’s report in our 2021 annual report on page 40 available at: https://corporate.amp.com.au/shareholder-centre/results- reporting/reports	☐ set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	 on page 13 and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period:  in our 2021 Corporate Governance Corporate Governance Statement on page 13	☐ set out in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	 on page 12 and we have disclosed how our internal audit function is structured and what role it performs:  in our 2021 Corporate Governance Corporate Governance Statement on page 12	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	 on pages 13 & 14 and we have disclosed whether we have any material exposure to environmental and social risks at:  in the annual sustainability report available at: https://www.amp.com.au/corporatesustainability and, if we do, how we manage or intend to manage those risks at:  in the annual sustainability report available at: https://www.amp.com.au/corporatesustainability	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	 on page 10 and we have disclosed a copy of the charter of the committee at: https://corporate.amp.com.au/about-amp/corporate- governance/board-committees and the information referred to in paragraph (4):  in our 2021 Corporate Governance Corporate Governance Statement on page 10 and at: https://corporate.amp.com.au/about-amp/corporate- governance/board-committees and the information referred to in paragraph (5):  in the director’s report in our 2021 annual report on page 40 available at https://corporate.amp.com.au/shareholder- centre/results-reporting/reports	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	 on page 11 and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives:  in the remuneration report in our 2021 annual report on pages 42 to 68 available athttps://corporate.amp.com.au/shareholder- centre/results-reporting/reports	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	 on page 4 and we have disclosed our policy on this issue or a summary of it at: https://corporate.amp.com.au/about-amp/corporate-governance (Corporate policies section)	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location] Not applicable	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐ Not applicable	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐ Not applicable	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	Not applicable	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	Not applicable	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G

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2021 Corporate governance statement

AMP Limited ABN 49 079 354 519

Contents

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Section 1
Corporate governance 1
Section 2
Governance framework 2
Section 3
How we do business 3
Section 4
Stakeholders, reporting and disclosure 5
Section 5
AMP’s board of directors 6
Section 6
Board committees 10
Section 7
Senior executives 11
Section 8
Financial reporting and internal controls 12
Section 9
Risk management and assurance 13
Section 10
AMP’s people 14
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1 SECTION CORPORATE GOVERNANCE

This statement describes AMP Limited’s ( AMP or the Company ) key governance arrangements and practices for the financial year ending 31 December 2021 (the reporting period ). Further information about AMP’s corporate governance policies and practices can be found on AMP’s website at amp.com.au/corporategovernance.

AMP’s governance arrangements and practices met the fourth edition of the Australian Securities Exchange ( ASX ) Corporate Governance Council Corporate Governance Principles and Recommendations (the ASX Principles ) throughout the reporting period.

This statement has been approved by AMP’s board of directors ( board ) and is current to 10 February 2022.

2021 Corporate governance highlights

New CEO

AMP welcomed its new Chief Executive Officer ( CEO ), Alexis George in August 2021.

Board renewal

AMP continued its process of board renewal to ensure the board has a mix of skills relevant to AMP, appointing Mike Hirst as a new non-executive director in July 2021.

Culture, conduct & ethical behaviour

AMP continued to accelerate its cultural transformation and efforts to ensure a respectful and inclusive workplace through initiatives including an Inclusion for Purpose, Performance and Innovation training program for senior leaders and strengthening its code of conduct and consequence management policies.

Diversity

AMP implemented new targets for gender diversity with a 40:40:20 approach, being a target of 40% female, 40% male, 20% open (male or female or other) and refreshed its inclusion and diversity policy to incorporate a more person-centred approach to inclusion. AMP also delivered improvements to its flexible work policy ( WeFlex ) that create greater choice and accessibility to working at AMP.

Sustainability & environmental, social and governance (ESG) performance

AMP enhanced its focus on sustainability initiatives and disclosures, including new commitments on climate change, modern slavery and making strong progress on AMP’s Innovate Reconciliation Action Plan. AMP also enhanced its ESG performance across external investor benchmarks and was rated ‘Prime’ by ISS ESG in 2021 (as at 02 June 2021). Prime is awarded to companies with ESG performance above the sector specific threshold.

Risk culture

AMP continued to improve its governance and risk management through clearer lines of accountability and by embedding risk culture initiatives within the business.

Values

AMP reinforced its focus on trust, integrity, and reliability by conducting extensive employee, customer and market research to refresh AMP’s purpose and values. This work will continue in 2022 with ongoing comprehensive stakeholder engagement and alignment to AMP’s strategic vision and future state following the demerger of its AMP Capital Private Markets business, now called Collimate Capital.

Investor relations

AMP continued to increase disclosure, transparency and accountability with an Investor Day presentation held in November 2021 on its planned demerger and strategic growth plans for the two post-demerger businesses – AMP Limited and Collimate Capital.

AMP Limited and Collimate Capital Demerger

AMP made significant progress with and is now in the final stages of the operational separation of Collimate Capital. Shawn Johnson was appointed CEO of Collimate Capital and Patrick Snowball as the Chairman designate and Andrew Fay as Deputy Chairman designate of the board of Collimate Capital. For AMP Limited, the strategy going forward will focus on accelerating AMP’s growth as a retail wealth manager within Australia and New Zealand.

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2

SECTION GOVERNANCE FRAMEWORK

An overview of AMP’s corporate governance framework is depicted below:

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AMP LIMITED SHAREHOLDERS
Accountable to Shareholders
AMP LIMITED BOARD OF DIRECTORS Delegated Authority CHIEF EXECUTIVE OFFICER
Accountable to Board
Oversees management of AMP Responsible for the day-to-day management
for shareholders of the AMP group and the implementation
of our strategic objectives
Accountable to Board
Delegated Authority
Company
AMP LIMITED BOARD COMMITTEES Secretary AMP LIMITED EXECUTIVE COMMITTEE
AUDIT COMMITTEE Operating Responsible, with the CEO, for executing
Oversees financial reporting Culture AMP’s strategic objectives and managing and
and Values conducting the AMP group’s operations
NOMINATION COMMITTEE
Oversees board and committee membership
and succession planning
AMP LIMITED EMPLOYEES
REMUNERATION COMMITTEE
Oversees key remuneration
policies and practices
RISK COMMITTEE
Oversees current and
AMP Limited Policies, Charters, Standards and Procedures
future risk management
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3 SECTION	HOW WE DO BUSINESS
3.1	PURPOSE, BEHAVIOURS AND VALUES

AMP’s purpose is to realise human ambitions – one client at a time. It defines the kind of company AMP strives to be and the positive impact AMP seeks to make in the world. AMP’s purpose is underpinned by three core behaviours – think client first, act like an entrepreneur and take action and be accountable. These behaviours coupled with AMP’s five code of conduct principles (set out below) capture AMP’s values, define what AMP expects of its people and influence reward outcomes.

AMP’s five code principles are:

1. 2. 3. 4. 5. We act We respect and We identify We respect We comply professionally value differences and manage and maintain with our legal with honesty and and create a any conflicts privacy and and regulatory integrity. safe working of interest confidentiality. obligations, environment. responsibly. internal standards and policies and deal with breaches promptly and appropriately.

On completion of the AMP Limited and Collimate Capital demerger, AMP is committed to renewing its purpose and values and work is well advanced on this.

AMP’s code of conduct, whistleblowing policy, anti-bribery and corruption policy and trading policy are key policies that articulate the standards of business conduct required of AMP’s people. They support a culture of acting lawfully, ethically and responsibly.

3.2 CODE OF CONDUCT

AMP’s code of conduct sets out the standards of behaviour expected of AMP’s people, defines clear boundaries and helps guide decision making to deliver the right outcome for all stakeholders. The code applies globally to anyone employed by, or who works for, AMP and all entities within the AMP group, whether as a board member, leader, employee, contractor or consultant. Material breaches of the code and consequences applied are reported to the board’s Risk committee.

• AMP’s code of conduct can be found at amp.com.au/corporategovernance

3.3 WHISTLEBLOWING POLICY

AMP’s whistleblowing program encourages, protects and supports reporting of wrongdoing, which can include but is not limited to fraud, corrupt conduct, financial misconduct and inappropriate workplace behaviour or conduct that is otherwise inconsistent with AMP’s legal and regulatory obligations and/or code of conduct. AMP’s whistleblowing policy provides information on how AMP will support and protect whistleblowers in speaking up to express their concerns, outlining how those concerns can be raised and how they will be managed. The policy is supported by an external whistleblowing platform to report suspected wrongdoing anonymously and confidentially.

The Audit committee is provided with regular reporting on the operation of the whistleblower program and concerns raised, including any material incidents reported under whistleblowing policy.

 AMP’s whistleblowing policy can be found at amp.com.au/corporategovernance

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3.4 ANTI-BRIBERY AND CORRUPTION POLICY

AMP’s anti-bribery and corruption policy prohibits acts of bribery and corruption, facilitation payments and other improper benefits to another person, including public officials.

Material breaches of the anti-bribery and corruption policy are reported to the board’s Risk committee.

• AMP’s anti-bribery and corruption policy can be found at amp.com.au/corporategovernance

3.5 SECURITIES TRADING POLICY

AMP’s trading policy applies to all directors, employees and contractors of AMP. The trading policy reinforces insider trading laws by preventing all directors, employees and contractors of AMP from trading in AMP securities at any time when they possess confidential price-sensitive information ( inside information ). The policy outlines rules for directors, senior executives, other nominated employees, and their close associates, for trading in AMP securities. These nominated persons are only permitted to trade in AMP securities during designated trading windows and provided that they are not in possession of inside information at that time.

The policy also prohibits the use of hedging arrangements by directors and employees in relation to shares, options, share rights and performance rights while held in equity-based remuneration schemes.

• AMP’s trading policy can be found at amp.com.au/corporategovernance

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4

STAKEHOLDERS, REPORTING SECTION AND DISCLOSURE

AMP places significant importance on engaging with its stakeholders and providing timely, appropriate and easily accessible information.

4.1 WEBSITE

The AMP website (www.amp.com.au) forms a key part of AMP’s communications with shareholders and the broader investment community. Information about AMP, relevant corporate governance information and key governance documents and policies are available via AMP’s website.

In addition, AMP’s website includes a dedicated shareholder centre where shareholders can readily access material announcements released to the ASX, information about AMP’s full and half year financial results, the annual reports, sustainability reports and other information relevant to their AMP shareholdings. This can be found at amp.com.au/shares.

4.2 SHAREHOLDER COMMUNICATIONS

Annual shareholder meeting

The board welcomes the opportunity to engage with AMP’s shareholders and encourages them to participate in AMP’s Annual General Meeting ( AGM ) each year. Shareholders are invited to submit questions about AMP’s business or the business of the AGM both ahead of and during the AGM.

Representatives of AMP’s external auditors, Ernst & Young, also attend the AGM and are available to answer questions from shareholders in relation to the conduct of the audit of the annual financial statements and the content of the auditor’s report.

All substantive resolutions at shareholder meetings are decided on a poll.

Electronic communications

In line with AMP’s commitment to sustainability, AMP encourages shareholders to receive information and communications from AMP and its share register electronically. Shareholders can communicate electronically with the AMP shareholder services team (by email to shares@amp.com.au) and with AMP’s share registry, Computershare (by email to ampservices@computershare.com.au).

Shareholders can contact the AMP shareholder services team directly through a dedicated phone line or by email. They can also contact the AMP share registry.

Shareholders may elect to receive electronic notification of AMP releases by subscribing at corporate.amp.com.au/newsroom and elect to receive the annual report, notice of meeting and proxy form and dividend statements by email.

4.3 MARKET DISCLOSURE

AMP’s market disclosure policy sets out the processes in place to support AMP’s compliance with its ASX Listing Rule and Corporations Act 2001 (Cth) disclosure obligations. In accordance with the market disclosure policy, the board receives copies of all material market announcements promptly after release.

 AMP’s market disclosure policy can be found at amp.com.au/corporategovernance

4.4 VERIFICATION OF UNAUDITED REPORTS

Periodic corporate reports that are not audited or reviewed by AMP’s external auditor are verified internally by management and reviewed by AMP’s market disclosure committee before release to the market. The verification process allocates material disclosures within the relevant document to contributors to substantiate the disclosures to confirm their accuracy and completeness.

4.5 INVESTOR ENGAGEMENT

AMP’s investor relations team coordinates AMP’s comprehensive investor relations program, which includes briefings, presentations and roadshows. The program includes group and one-on-one briefings with institutional investors and analysts.

All new or substantive investor or analyst presentations are published on the ASX Market Announcements Platform before the presentation. Shareholders can also access webcasts of AMP’s full year and half year analyst briefings and a calendar of scheduled, upcoming announcements and presentations at AMP’s dedicated shareholder website (amp.com.au/shares).

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5 SECTION AMP’S BOARD OF DIRECTORS 5.1 BOARD ROLE AND RESPONSIBILITIES

AMP’s governance framework provides clear separation of the board’s oversight functions and the executive responsibilities and accountability of the CEO and executive committee ( ExCo ). This framework is supported by internal policies, systems and practices which facilitate this separation of responsibilities.

The board charter outlines the roles and responsibilities of the board and the management team and operates in conjunction with the AMP constitution and relevant laws. The board is responsible for overall governance at AMP and for overseeing the overall strategy, performance and risk management of the business and its related bodies corporate ( AMP group ).

 AMP’s board charter provides further details of the board’s responsibilities and can be found at amp.com.au/corporategovernance

5.2 DELEGATION TO CEO AND MANAGEMENT

The CEO is directly accountable to the board and is responsible for the development and subsequent implementation of AMP’s strategy and the overall management and performance of the AMP group.

The board has delegated the management of AMP to the CEO, except for those matters specifically reserved to the board or its committees. This is supported by a comprehensive delegations of authority framework from the CEO to ExCo and management which is designed to accelerate decision-making and improve efficiency. Despite any such delegations, the CEO remains accountable to the board for the exercise of delegated powers and the performance of the ExCo and management.

5.3 COMPANY SECRETARY

The company secretary is directly accountable to the board, through the Chair, on all matters to do with the proper functioning of the board. This includes advising the board and its committees on governance matters, coordinating board business and providing a point of reference for dealings between the board and management. Each director has direct access to the company secretary. Details of AMP’s company secretary are set out in the annual report at page 41.

5.4 BOARD STRUCTURE AND COMPOSITION

As at the date of this statement, AMP’s board consists of seven independent non-executive directors and the CEO & managing director whose names, position and date of appointment are set out below.

Details of the qualifications, experience and attendance at meetings during 2021 of the directors that were in office as at the date of this statement can be found in the directors’ report in the annual report. You can also find biographical details of each director in the directors’ report and at amp.com.au/aboutamp.

Name of Director	Role	Date of Appointment	Status
Debra Hazelton	Non-executive chair	15 June 2019	Independent
Alexis George	Managing director and CEO, AMP group	11 August 2021	Executive
Rahoul Chowdry	Non-executive director	1 January 2020	Independent
Mike Hirst	Non-executive director	1 July 2021	Independent
Kate McKenzie	Non-executive director	18 November 2020	Independent
John O’Sullivan	Non-executive director	20 June 2018	Independent
Michael Sammells	Non-executive director	1 March 2020	Independent
Andrea Slattery	Non-executive director	15 February 2019	Independent

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5.5 INDEPENDENCE OF DIRECTORS

The board believes that independent non-executive directors perform a crucial role in bringing an independent and objective judgement to bear on issues brought before the board, providing constructive challenge and strategic guidance to management, and holding management to account.

All of the AMP directors, except the CEO, are considered by the board to be independent directors, having regard to the criteria specified in the ASX Principles and by APRA. Directors are considered independent where they are free of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect, their capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of AMP as a whole rather than in the interests of an individual securityholder or other party. Materiality is assessed on a case-by-case basis having regard to the particular circumstances.

Directors’ interests are regularly reviewed, and each independent non-executive director formally confirms their independence annually.

5.6 BOARD SKILLS AND EXPERIENCE

The board believes that its membership should comprise high calibre directors with an appropriate mix and diversity of skills, professional experience, tenure and personal background that allow the directors individually, and the board collectively, to:

• discharge their responsibilities and duties under the law effectively and efficiently

• understand the business of AMP and the environment in which AMP operates to be able to agree with management the objectives, goals and strategic direction to promote the creation of enduring value

• assess the performance of management in meeting those objectives and goals

• consider and form a view on AMP’s culture and governance.

Before the appointment of any new director, comprehensive checks are conducted to determine if the candidate has the capabilities needed and is fit and proper to undertake the responsibilities of the role. These include extensive background checks on character, education, career experience, criminal history and bankruptcy. In addition, directors must have sufficient time available to fulfil their roles, the absence of unmanageable conflicts of interest, and the skills, experience, judgement and integrity to undertake the role of a non-executive director of a public listed company.

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5.7 BOARD SKILLS MATRIX

The board has adopted a board skills matrix to help guide its assessment of the collective mix of skills and experience currently represented on the board and that the board needs going forward to support the refinement of AMP’s strategy and transformation. The skills matrix is periodically reviewed by the board to ensure it adapts for changes in the AMP Group and emerging issues.

The table below sets out the key skills and experience the directors believe are currently required and the extent to which they are represented on the board.

Skill/experience				Board	representation 1	representation 1	representation 1	representation 1	representation 1	representation 1
				1		2		3		4		5			6		7			8
Customer	Experience		in, understanding and responding to the needs
	of customers by demonstrating an ability to enhance
	customer outcomes through customer focussed strategies.
Leadership	Experience as a chief executive ofcer (or equivalent), ideally in the industrial or fnancial sector, operating at least at the
	level of complexity of work of the CEO of the AMP group,
	to be able to efectively supervise the CEO.
Business strategy	Experience		and judgement to contribute to the development
	of strategy		with a focus of innovation (preferably
	including international markets) in response to changes
	in demography, consumer need, competition and industry
	structures,		and regulation.
Financial services	Experience		in, and understanding of, the wealth
and systems	management, superannuation, banking, investment
	management or life insurance industry, in Australia
	or overseas.
Technology	Experience		within large scale businesses to contribute
	to the development, application and transformation of
	technology, data and analytics, innovation, digital strategy
	or cyber security.
Law, governance,	Understanding of legal, governance and compliance issues,
risk management	regulatory,		risk management and sustainability frameworks
and sustainability	and related practices.
Finance and accounting	Ability to understand and analyse fnancial statements and fnancial performance, and to contribute to the oversight of the integrity of fnancial reporting.
People	Experience		in, or understanding of, leadership and
management	organisational design to contribute to talent management,
	succession		planning and senior level appointments.
Culture and	Experience		in, or understanding of, corporate culture,
remuneration	performance and behaviours management and
	remuneration policy frameworks.
Government	Understanding of the policy and regulatory environment
policy and	in Australia, and experience in working or interacting
regulation	with government and regulatory bodies.
Well Developed			Developed Number of Directors as at 10										February 2022

1 This column shows the number of existing directors (out of a total of 8 directors at the date of this statement) who are considered to possess the relevant skill or experience at the respective levels of ‘well-developed’ and ‘developed’. By definition, the CEO is excluded from the calculation of the number of directors possessing the requisite leadership experience. Accordingly, the numbers shown for leadership are out of a total of 7 directors.

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5.8 APPOINTMENT AND TENURE OF DIRECTORS

On appointment, each director enters into a formal letter of appointment outlining the main terms, conditions and expectations of their appointment. Before accepting the position, the candidate must confirm that they have sufficient time to fulfil their obligations to AMP and provide details of their other commitments.

All new non-executive directors must stand for election by shareholders at the first AGM following their appointment and all non-executive directors must then stand for re-election at the third AGM after their first election or any subsequent re-election. As managing director, the CEO is not required to stand for election. This is consistent with the ASX listing rules. AMP’s notice of meeting for the AGM provides all material information known to AMP that is relevant to the election or re-election of each director standing.

The maximum tenure of a non-executive director will normally be until the ninth AGM occurring after they were first elected by shareholders at an AGM. If a director is to continue to hold office after their ninth AGM, they must be re-elected by shareholders at that and each subsequent AGM.

5.9 DIRECTOR INDUCTION AND PROFESSIONAL DEVELOPMENT

AMP has an induction and on-boarding program for new directors. The program is designed to build the director’s understanding of AMP’s business, operations, key policies and risk management framework and includes meetings with the Chair, other board members, the CEO, members of the ExCo and other senior executives (as appropriate).

The Nomination committee periodically reviews whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

5.10 BOARD EVALUATION

Each year AMP undertakes a review of the effectiveness of the board, its committees and individual directors and will periodically use an external facilitator to conduct the review. In other years, the board undertakes a self-evaluation review.

In 2021, the board undertook a review facilitated by an external consultant. This process involved the completion of performance questionnaires by each director, ExCo and relevant senior management together with one-on-one interviews. The board as a whole then reviewed and discussed the results of this process and identified ways to enhance its effectiveness.

5.11 BOARD SUCCESSION PLANNING

AMP Limited’s board renewal policy recognises renewal is critical to performance and that AMP operates in a complex and constantly changing regulatory and business environment. The purpose of board renewal is to ensure the board remains open to new ideas and independent thinking, while retaining adequate expertise. The board renewal policy forms part of AMP’s board charter and has been developed to ensure that AMP maintains a high standard of corporate governance.

The Nomination committee supports the board on succession planning, including both board and committee appointments and performance evaluation processes.

For non-executive director recruitment an external recruitment adviser is engaged to support the Nomination committee to identify potential candidates for final approval by the board.

5.12 BOARD ACCESS TO INFORMATION AND INDEPENDENT ADVICE

With notification to the Chair, directors may seek independent professional advice on AMP related matters that are connected with the delivery of their responsibilities, at AMP’s expense and in accordance with AMP’s protocols. Directors must ensure the costs are reasonable and any advice that is received must be made available to the rest of the board unless otherwise agreed by the Chair.

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6

SECTION BOARD COMMITTEES

The board has four standing committees, each of which focuses in detail on different areas of the board’s responsibilities. These are the:

• Audit committee

• Risk committee

• Remuneration committee

• Nomination committee.

Each committee has a separate charter that sets out the roles, responsibilities and accountabilities of that committee, as well as the membership and any other requirements for the running of the committee. These charters can be found at amp.com.au/corporategovernance (in the board committees section) and are reviewed annually.

From time to time, the board may form other committees to undertake specific duties. During 2021 the board continued to operate the Portfolio review committee and, following the announced conclusion of the Portfolio Review, formed a Due diligence committee in relation to disclosures to shareholders about AMP’s demerger process.

As at the date of this statement, all of the AMP non-executive directors are members of each standing committee. This ensures that all non-executive directors are informed of the matters presented to these committees by management and advisers.

Details of the number of meetings of each standing committee held during 2021, and of each committee member’s attendance at those meetings, are included in the annual report at page 40.

The members and role of each standing committees as at the date of this statement are set out below.

Members	Key	responsibilities
Audit Committee
Andrea Slattery (Chair) Rahoul Chowdry	–	considering the adequacy and efectiveness of AMP’s fnancial reporting systems and internal control framework and review fnancial reporting
Debra Hazelton Mike Hirst	–	overseeing the efectiveness of AMP’s risk management framework and consider fnancial risk aspect of the risk management framework
Kate McKenzie John O’Sullivan	–	recommending the appointment of the Chief Audit Executive and the external auditor
Michael Sammells	–	overseeing the objectivity, performance, adequacy and independence of the internal and
		external audit functions.
Risk Committee
Rahoul Chowdry (Chair)	–	overseeing AMP’s risk culture and assisting the board in assessing the extent to which
Debra Hazelton		AMP’s risk culture supports its ability to operate within its risk appetite and recommending
Mike Hirst		any changes to the board
Kate McKenzie John O’Sullivan Michael Sammells Andrea Slattery	– –	recommending AMP’s risk management strategy, risk appetite statement and ERM framework to the board for approval providing prior endorsement of the appointment or removal of the AMP group’s Chief Risk Ofcer.
Remuneration Committee
Michael Sammells (Chair)	–	establishing and overseeing AMP’s remuneration policy and practices
Rahoul Chowdry Debra Hazelton Mike Hirst Kate McKenzie John O’Sullivan	– –	recommending to the board the remuneration of non-executive directors, the CEO, the ExCo members and certain other specifed individuals recommending to the board the performance objectives and measures relevant to the remuneration of the CEO and reviewing performance against these
Andrea Slattery	–	overseeing all incentive plans, including equity-based plans
	–	overseeing general remuneration practices across AMP.
Nomination Committee
Debra Hazelton (Chair)	–	succession planning, including both board and committee appointments, performance
Rahoul Chowdry		evaluation processes and induction and continuing professional development programs
Mike Hirst		for directors
Kate McKenzie John O’Sullivan	–	identifying and assessing suitable candidates for appointment to the board and the boards of certain subsidiaries.
Michael Sammells
Andrea Slattery

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7

SECTION SENIOR EXECUTIVES

7.1 EMPLOYMENT TERMS

The CEO and each other senior executive have clearly defined goals, accountabilities and employment contracts which set out their terms of employment, duties, rights and responsibilities, and entitlements on termination of employment. Before the appointment of any senior executive, comprehensive checks are conducted to determine if the candidate has the capabilities needed and is fit and proper to undertake the responsibilities of the role. These include extensive background checks on character, education, career experience, criminal history and bankruptcy.

7.2 PERFORMANCE EVALUATION

Performance objectives and appraisals for senior executives who are key management personnel ( KMP ), including the CEO, are reviewed annually by the Remuneration committee and recommended to the board for its consideration. Further information on the evaluation of executive KMP performance for 2021 is set out in the Remuneration report.

7.3 REMUNERATION

The Remuneration committee assists the board (and the boards of AMP subsidiaries) to establish and oversee AMP’s remuneration policy and practices. This includes:

• reviewing and endorsing the remuneration arrangements for certain executives and non-executive directors

• endorsing AMP’s remuneration policy

• reviewing or approving matters relating to AMP’s key incentive plans.

The board’s role is to ensure that remuneration outcomes have appropriately considered financial returns to shareholders while balancing longer-term financial and non-financial measures such as delivery against strategic priorities, risk management (including people risks), customer outcomes, individual behaviours and culture.

AMP’s remuneration policies and practices for the remuneration of the non-executive directors of the AMP board, the CEO and the members of the ExCo are disclosed in AMP’s 2021 Remuneration report.

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8

FINANCIAL REPORTING SECTION AND INTERNAL CONTROLS

8.1 INTERNAL AUDIT

AMP’s internal audit function provides the board and management of AMP and its subsidiaries with independent assurance over the management of key organisational risks and the effectiveness of the associated control environments in place to manage the key risks of AMP.

Led by the Chief Audit Executive, the internal audit function is structured to be independent of management and is accountable to the board via the Chair of the Audit committee. The Chief Audit Executive has a direct reporting line to the Chair of the Audit committee and unfettered access to the Audit committee and may only be appointed or dismissed with the Audit committee’s approval.

The Chief Audit Executive is supported by the in-house internal audit function. Where required, supplementary subject matter expertise is provided through strategic co-source partnerships with several large accounting firms offering a diverse range of expertise relevant to AMP’s businesses.

8.2 EXTERNAL AUDIT

AMP’s financial statements are subject to an annual audit by an independent, professional auditor who also reviews AMP’s half-year statements. AMP’s external audit function is currently performed by Ernst & Young ( EY ).

The Audit committee oversees this process on behalf of the board.

8.3 CEO AND CFO ASSURANCE

Before the board approves AMP’s financial statements for each full and half financial year, the CEO and the Chief Financial Officer ( CFO ) provide the board with a declaration of their opinion as to whether:

• the financial records for the relevant reporting period have been properly maintained

• the financial statements and notes for the relevant reporting period comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the AMP group

• these opinions are formed on the basis of a sound system of risk management and internal control which is operating effectively.

The CEO and CFO provided these declarations to the board for both the half year and full year financial statements for 2021.

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9

SECTION

RISK MANAGEMENT AND ASSURANCE

AMP’s approach to managing risk is to deliver sustainable growth and safeguard AMP’s business and the interests of AMP’s customers, shareholders and employees while meeting AMP’s legal and regulatory obligations.

9.1 RISK MANAGEMENT FRAMEWORK AND POLICY

AMP’s enterprise risk management framework governs the management of risk across AMP group and embeds risk management into decision making to support AMP’s risk culture. The framework includes risk governance roles and responsibilities, the link between risk appetite and strategy, and the risk processes and the systems that support identification, assessment, treatment and reporting of risks.

The board is responsible for determining AMP’s risk appetite and monitoring financial and non-financial risk. The board reviews AMP’s risk management framework annually to satisfy itself that it continues to be fit for purpose and that AMP is operating with due regard to the risk appetite set by the board. The board is supported in this oversight role by the Risk committee, by overseeing implementation and operation of AMP’s risk management framework, and the Audit committee, by overseeing the effectiveness of AMP’s financial reporting and risk management framework. A review of AMP’s risk management framework took place in 2021.

The board also provides an annual risk management declaration to APRA in accordance with the APRA Prudential Standard CPS 220 Risk Management. The last risk management declaration was provided to APRA in March 2021. The review, in relation to the 2021 reporting period, is being undertaken and will be completed in 2022.

 AMP’s enterprise risk management policy can be found at amp.com.au/corporategovernance

9.2 RISK CULTURE

AMP management and employees are all responsible for effective risk management. It is the accountability of the board to oversee and monitor AMP’s risk culture framework and strategy. The board enables this by:

• setting AMP’s risk appetite, the strategic plan and risk management strategy

• setting a strong tone from the top and role-modelling good risk management

• monitoring the effectiveness and implementation of the risk culture framework.

9.3 ENVIRONMENTAL, SOCIAL AND GOVERNANCE RISKS

AMP’s risk management framework captures contemporary and emerging risks AMP may face, such as conduct risk, digital disruption and security risks (including privacy and data breaches) and environmental, social and governance risks. Information about these risks and how they are managed is reported annually in AMP’s sustainability report (available at amp.com.au/corporatesustainability).

AMP’s approach to these risks is built around three connected areas of stakeholder focus – customers and members, people and partners, and community and environment. AMP assesses the economic, social and environmental issues of greatest importance and impact to AMP’s stakeholders through an annual materiality process. This ensures AMP focuses and prioritises effort on the most material ESG or sustainability issues.

In 2021, AMP’s commitment to managing its business sustainably included:

• delivering strong investment performance and providing support to customers through COVID-19,

• adapting to meet increased regulatory and legislative requirements in the financial services sector,

• enhancing AMP’s cybersecurity capabilities and providing improved digital services to clients and advisers,

• completion of the client remediation program and embedding best practice to strengthen AMP’s risk culture,

• taking significant steps to improve inclusion and diversity, strengthen accountability and support a high-performance, flexible culture,

• strong progress on the commitments of AMP’s Innovate Reconciliation Action Plan ( RAP ) to support First Nations communities,

• actively considering environmental, social and governance ( ESG ) factors across our investment activities,

• announcing AMP’s Climate position and supporting actions to manage our business and investments in alignment with achieving net zero emissions by 2050,

• strengthening considerations for human rights and modern slavery related risks in AMP’s supply chains and business activities,

• supporting communities through charities and social enterprises including via the AMP Foundation, and

• engaging university students through AMP’s Youth Advisory Committee to advise on sustainability and ESG management.

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9.3 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RISKS CONTINUED

In 2021, AMP also made significant progress on the quality of its ESG disclosures. AMP’s annual sustainability report aligns with Global Reporting Initiative ( GRI ) Standards: Core option and Sustainability Accounting Standards Board ( SASB ) ‘Asset Management and Custody Activities’ standards, demonstrating a commitment to transparency and accountability of AMP’s ESG performance. In 2021, AMP was recognised with a ‘Leading’ rating on ESG reporting by ACSI.

The climate change section of the sustainability report details AMP’s approach aligned to the key pillars of the Taskforce on Climate-related Financial Disclosures ( TCFD ). In 2021, AMP maintained its A- leadership rating in the annual CDP (formerly Carbon Disclosure Project) benchmark, which is also aligned to the TCFD. AMP has been carbon neutral across its operations since 2013 and the Australian Wholesale Office Fund ( AWOF ) achieved its zero net carbon target scope 1 and 2 emissions in 2021 for internally managed assets, well ahead of its 2030 target.

 Further information and detailed performance data is available in AMP’s sustainability report amp.com.au/corporatesustainability

10 SECTION	AMP’S PEOPLE
10.1	INCLUSION AND DIVERSITY

AMP defines diversity as the collective mix of differences and similarities in perception, background and experience that enables diversity of thought, and is key to how AMP understands and supports the customers and communities AMP serves. AMP’s employee-led council and action groups focus on improving understanding of diversity in gender, generation, ability, ethnicity, sexual orientation and other forms of diversity across AMP’s global workforce. AMP also recognises and celebrates indigenous Australians as an important part of AMP’s Australian heritage, our commitment to diversity and reconciliation.

AMP’s inclusion and diversity policy outlines AMP’s approach and commitment to inclusion and diversity.

 The policy is available at amp.com.au/corporategovernance

10.2 AMP’S PROGRESS

Several initiatives have been introduced at AMP to help foster an inclusive culture, attract and retain diverse talent and achieve greater gender balance at all levels:

• Parental Leave – improved support for all new parents at AMP through the introduction of changes to AMP’s parental leave policy, including eligibility for all parents to take up to 14 weeks paid parental leave and the introduction of superannuation payments on unpaid parental leave.

• Recruitment – the introduction of the seven best practice recruitment principles, including aiming for gender balanced short lists and interview panels.

• Flexibility – the evolution of a flexible work policy.

• Conduct and ethical behaviour – the completion of a workplace conduct review and the strengthening of AMP’s Code of Conduct and Consequence Management policies.

• Inclusive leadership – training senior leaders through the Inclusion for Purpose, Performance, and Innovation program, and extending Core Inclusion training to all employees.

• Learning – the introduction of access to LinkedIn Learning courses for all employees.

• Inclusion and diversity policy and framework – the refresh of the inclusion and diversity policy to incorporate findings from the workplace conduct review and the introduction of the six pillars of Inclusion and Diversity.

10.3 MEASURABLE OBJECTIVES

The board sets measurable objectives for achieving gender diversity and annually assesses both the objectives and AMP’s progress in achieving them. In 2020 the board adopted a 40:40:20 approach to achieving gender diversity. This approach applies a target of 40% female and 40% male representation across the organization – the board, senior executives, senior management, middle management and the workforce generally with the remaining 20% open to male, female or those identifying as another gender such as non-binary.

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10.4 PROGRESS AGAINST AMP’S MEASURABLE OBJECTIVES

The table below sets out the board’s measurable objectives for 2021 and a summary of AMP’s progress towards achieving the measurable objectives of 40:40:20 gender targets during the reporting period.

Measurable objectives for 2021	Progress
Achieve or maintain 40:40:20 gender target
AMP board	As at the date of this statement, there was 50% female board representation
	(43% female non-executive director representation)
Executive management1	As at the date of this statement, there was 39% female Executive management
	representation4
Head of2	As at the date of this statement, there was 36% female representation at this level4
Middle management3	As at the date of this statement, there was 43% female representation at this level
	(down from 44% in 2020)
Workforce generally	As at the date of this statement, the workforce generally was comprised of 50% women
	(same as 2020)

• 1 Executive management roles are generally one to two reporting layers below the CEO and represent the top 1% of the organisation. People in these roles typically lead discrete functions and are responsible for making strategic decisions for those functions. They generally have the title Group Executive or Director.

• 2 Head of roles are generally between two to four reporting layers below the CEO and represent the next 6% of the organisation. People in these roles generally report to the Executive management and are involved in tactical/strategic decision making or have specialised and high value skills. Generally used position titles include Head of, Senior Manager.

• 3 Middle managers are generally between three to four reporting layers below the CEO and represent the next 28% of the organisation. People in these roles typically report to Head of roles and are involved in operational decision making. They have a wide range of titles including Manager and Lead.

• 4 Executive management and Head of roles were reported on together as Senior executives from 2015-2020. There was 37% female representation at the Senior executive level in 2020.

WGEA

AMP is a ‘relevant employer’ under the Workplace Gender Equality Act 2012 (Cth) and, accordingly, is required to make annual filings with WGEA disclosing its ‘Gender Equality Indicators’, as defined in and published under that Act. AMP’s latest ‘Gender Equality Indicators’ can be accessed at www.wgea.gov.au/public-reports.

This statement has been approved by the board and is current to 10 February 2022.

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