ASX RELEASE | 10 March 2021

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Appendix 4G and 2020 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 2020 Corporate Governance Statement.

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Authorised for release by the AMP Limited Board.

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CORPORATE AFFAIRS T 02 9257 6127 E [email protected] W AMP.com.au/media

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

AMP_AU

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 2020

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 11 February 2021 and has been approved by the board.

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

Date: 10 March 2021 Name of authorised officer authorising lodgement: Marissa Bendyk

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 fullfor 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 3 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 9 & 14	☐ 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 & 14	☐ 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 3	☐ 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 fullfor 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 page 5  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 2020 Corporate Governance Statement on pages 8 & 9 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 12 and we have disclosed the evaluation process referred to in paragraph (a):  in our 2020 Corporate Governance Statement on page 12 and whether a performance evaluation was undertaken for the reporting period in accordance with that process:  in our 2020 Corporate Governance Statement on page 12	☐ 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 fullfor 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 9 and we have disclosed the evaluation process referred to in paragraph (a):  in our 2020 Corporate Governance Corporate Governance Statement on page 9 and  in the remuneration report in our 2020 annual report on pages 41 to 46, 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 2020 annual report on pages 41 to 46, 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

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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 fullfor 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 11 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 2020 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 2020 annual report on page 29 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
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 13 and we have disclosed our board skills matrix:  in our 2020 Corporate Governance Corporate Governance Statement on page 13	☐ 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 fullfor 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 page 11 and we have disclosed the names of the directors considered by the board to be independent directors:  in our 2020 Corporate Governance Corporate Governance Statement on page 11 and, where applicable, the information referred to in paragraph (b):  in our 2020 Corporate Governance Corporate Governance Statement on page 12 and the length of service of each director:  in our 2020 Corporate Governance Corporate Governance Statement on page 11	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	 on page 11	☐ 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 pages 3 & 11	☐ 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 14	☐ 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 fullfor 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 4 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 4 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 pages 4 & 5 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 5 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 fullfor 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 2020 annual report on pages 27 to 28 available at https://corporate.amp.com.au/shareholder- centre/results-reporting/reports and the information referred to in paragraph (5):  in the director’s report in our 2020 annual report on page 29 available at https://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 7	☐ 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 7	☐ 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 fullfor 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 7 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 7	☐ 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 7	☐ 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 8 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 8	☐ 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 fullfor 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 8 and we have disclosed how we facilitate and encourage participation at meetings of security holders:  in our 2020 Corporate Governance Corporate Governance Statement on page 8 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 8	☐ 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 8	☐ 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 pages 10 & 11 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 2020 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 2020 annual report on page 29 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 fullfor 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 6 and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period:  in our 2020 Corporate Governance Corporate Governance Statement on page 6	☐ 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 pages 6 & 7 and we have disclosed how our internal audit function is structured and what role it performs:  in our 2020 Corporate Governance Corporate Governance Statement on page 7	☐ 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 page 6 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 fullfor 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 11 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 2020 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 2020 annual report on page 29 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
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 9 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 2020 annual report on pages 32 to 62 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 5 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 fullfor 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

Page 13

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 fullfor 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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2020 Corporate governance statement

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AMP Limited ABN 49 079 354 519

2020 Corporate governance statement

AMP Limited ( AMP ) is committed to our strategy of becoming a client-led, simpler and growth-oriented business and to fulfilling our purpose of realising human ambitions. Good governance is key to our ability to deliver on these objectives and to rebuild trust in our business and its future – a strategy that has shared value for our clients, shareholders, employees, the community and the environment.

This statement describes AMP’s key governance arrangements and practices. It informs our shareholders of AMP’s governance framework, important developments in 2020, and priorities for our governance arrangements in 2021.

In 2020 AMP continued to improve its governance and risk management through clearer lines of accountability and by embedding risk culture initiatives within the business. We established a Group Integrity Office to manage complaints and conduct issues and a Consequence Management Committee to ensure the fair and consistent application of consequences across the AMP group. We also acknowledged the critical need to create a more diverse, inclusive and safe workplace. The AMP board of directors (the board ) established a Culture Working Group to formalise the shared beliefs of the board, providing a framework for systems and expectations driving culture, governance and strategy. Importantly, AMP established an inclusion taskforce, implemented a workplace conduct review and an inclusive leadership program. These valuable investments in our people will help AMP create the high performing, inclusive culture we want for our business – a culture that is built on mutual trust and respect. In 2021, this will remain AMP’s governance priority.

AMP’s governance arrangements and practices met the requirements of the fourth edition of the Australian Securities Exchange ( ASX ) Corporate Governance Council Corporate Governance Principles and Recommendations (the ASX Principles ) during the year ended 31 December 2020.

Further information on our corporate governance policies and practices can be found at amp.com.au/corporategovernance.

This statement has been approved by the AMP Limited Board and is current as at 11 February 2021.

Board of directors

Full biographies are available on our website at amp.com.au/corporategovernance.

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Debra Hazelton, Independent, Non-executive Chair

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Kate McKenzie, Independent, Non-executive Director

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Francesco De Ferrari, Chief Executive Officer and Managing Director

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John O’Sullivan, Independent, Non-executive Director

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Rahoul Chowdry, Independent, Non-executive Director

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Michael Sammells, Independent, Non-executive Director

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Andrea Slattery, Independent, Non-executive Director

2 AMP 2020 corporate governance statement

Corporate governance framework

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AMP Limited Board
Oversees management of AMP for shareholders
Audit Committee Nomination Committee Remuneration Committee Risk Committee
Oversees financial reporting Oversees board and Oversees key remuneration Oversees current and future
committee membership and and people policies and risk management
succession planning practices
Chief Executive Officer
Responsible for the day-to-day management of the AMP group
and the implementation of our strategic objectives
Group Executive Committee
Responsible, with the CEO, for executing our strategic objectives
and managing and conducting the AMP group’s operations
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The ‘tone from the top’ established through AMP’s system of governance is fundamental to the accountabilities and behaviours needed to maintain sound decision making and to create long-term value for our clients, shareholders and people.

The governance framework provides clear separation of the board’s oversight functions and the executive responsibilities and accountability of the Chief Executive Officer ( CEO ) and Group 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 ). The board also approves the AMP code of conduct (the code ). The code sets out the behaviours expected of everyone who represents AMP.

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

Debra Hazelton is the independent, non-executive AMP Chair, appointed by the board on 23 August 2020. Prior to that time, David Murray AO was the independent, non-executive AMP Chairman. The Chair is responsible for providing leadership to the board. The Chair’s other responsibilities are documented in AMP’s board charter.

The board delegates certain powers to board committees to help fulfil its roles and responsibilities. The board has four standing committees – the Audit committee, the Nomination committee, the Remuneration committee and the Risk committee ( board committees ). The board may form other committees to undertake specific duties from time to time. The key functions of the board committees are outlined later in this statement. Copies of the board committee charters can be found on our website at amp.com.au/corporategovernance.

The board also appoints the CEO to whom the board has delegated the management of AMP, except for those matters specifically reserved to the board or its committees. The CEO is responsible for the development and subsequent implementation of AMP’s strategy and the overall management and performance of the AMP group. The CEO has delegated authority from the board to manage the day-to-day business of the AMP group, subject to the responsibilities and reserved powers of the board. The ExCo supports the CEO and operates through a delegations of authority framework from the CEO to the ExCo and management, with a cascading system of authorities for employees at different levels. 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. Francesco De Ferrari is AMP’s CEO and Managing Director.

During 2020 AMP had one company secretary, Marissa Bendyk. Marissa’s qualifications, experience and other details are set out in the annual report.

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. All directors on the board have access to the company secretary.

3 AMP 2020 corporate governance statement

Purpose and values

AMP’s purpose is to realise human ambitions – one client at a time. It encapsulates our reason for being, defines the kind of company AMP strives to be and the positive impact we seek 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 our values, define what we expect of one another and influence our reward outcomes. AMP’s five code principles are:

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

Together, AMP’s purpose, values and behaviours are brought to life across AMP through all our communication channels, policies, processes, training and awards recognising the spirit of these principles in action.

Code of conduct

AMP’s code of conduct sets out the standards of behaviour expected of our 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.

The code was strengthened and refreshed in 2020. New annual mandatory training was rolled out to all employees with a near 100% completion rate achieved by the end of 2020. Material breaches of the code and all consequences applied are reported to the board’s Risk committee.

The code of conduct can be found at amp.com.au/corporategovernance.

Culture

In 2020 a series of important actions to accelerate AMP’s cultural transformation were implemented, as it focuses on building a more respectful and inclusive workplace. These include the following initiatives:

AMP Board Culture Working Group – The AMP Limited Board established a Culture Working Group, led by AMP Chair Debra Hazelton, to formalise the shared beliefs of the board and provide a framework for systems and expectations in driving AMP’s culture, governance and strategy.
Workplace conduct review – In Q4 2020, AMP undertook a comprehensive review of workplace conduct to objectively assess conduct at AMP. Significant actions have already been taken driving meaningful improvements across five areas: policies and process, reporting and measurement, leadership and culture, internal capability and confidentiality, transparency and risk. Further actions are in train as we continue to further strengthen culture, leadership, capability, processes and reporting in 2021.
Inclusive leadership program – AMP delivered an inclusive leadership program to help drive better performance across all levels of the organisation. The ExCo and top 60 leaders have completed the program, with an organisation-wide rollout planned for 2021.
Inclusion Taskforce – the initiatives outlined above build on the work of AMP’s Inclusion Taskforce – chaired by Group CEO Francesco De Ferrari and comprising of employee representatives from across the organisation. To date, the taskforce has developed a new Inclusion and Diversity framework and a 2021 plan.

AMP established a Group Integrity Office and a Consequence Management Committee in 2020 to manage complaints and conduct issues as well as embedding risk culture initiatives within the business.

Policies

AMP’s systems of governance, together with its policies and procedures, are designed and reviewed to comply with the laws and regulations of the countries in which we operate and to identify and rectify matters or mistakes. AMP is committed to simplifying its policies for greater accessibility, and actively working on rebuilding its reputation and stakeholder trust and confidence in the company.

Whistleblowing policy

The board, CEO and the ExCo are committed to a whistleblower program that encourages, protects and supports responsible reporting of wrongdoing, including fraud, corrupt conduct, questionable accounting and inappropriate workplace behaviour or conduct that is otherwise inconsistent with our code of conduct.

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AMP’s whistleblowing policy provides clarity 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 that our people can contact to report suspected wrongdoing anonymously and confidentially. Mandatory training on our whistleblowing policy is also provided to strengthen our people’s awareness of the policy and the steps they should take to report any suspected wrongdoing.

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

The whistleblowing policy can be found at amp.com.au/corporategovernance.

Inclusion and diversity policy

AMP’s inclusion and diversity policy outlines its commitment and approach to creating an inclusive and diverse work environment, and provides information on how inclusion and diversity influence both people and business performance and the role employees and leaders play in creating an inclusive and diverse work environment.

Under the policy, and in accordance with AMP’s board charter, the board is required to set measurable objectives for achieving gender diversity and to annually assess both the objectives and AMP’s progress in achieving them. Further details about these objectives are set out on pages 8 and 9 of this statement.

AMP’s inclusion and diversity policy is available at amp.com.au/corporategovernance.

Anti-bribery and corruption policy

AMP’s code of conduct prohibits the receiving, offering or giving of bribes or kickbacks, gifts, hospitality, expenses or benefits from or to potential and existing customers, providers and suppliers that may appear to create an obligation, affect impartiality, or inappropriately affect a business decision. In addition, in November 2020 an anti-bribery and corruption framework, comprising the AMP anti-bribery and corruption policy and standard, was created to:

formally acknowledge the serious nature of bribery and corruption
prohibit acts of bribery and corruption, facilitation payments or other improper benefits to another person, including public officials
outline the actions, roles and internal controls framework required to minimise exposure to bribery and corruption risk, comply with legislative requirements and protect AMP’s reputation
identify potential risks AMP may reasonably face and embed internal controls for those risks, including for inherent risk areas such as the offering or accepting of gifts and benefits, entertainment and hospitality, relationships with vendors, counterparties and other third parties, employment practices, charitable contributions and sponsorship and ensuring accurate financial records are maintained
outline appropriate escalation processes where bribery and corruption risks are identified.

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.

Conflicts management policy

AMP’s conflicts management policy establishes AMP’s principles for the identification, management and monitoring of actual, apparent or potential conflicts of interest or duty. Implementation of the policy is supported by AMP’s conflicts of interest standard and conflicts guidance documentation.

Fit and proper policy

AMP’s fit and proper policy sets out the approach by AMP to the identification, assessment, notification and ongoing management of Fit and Proper Persons for its Australian Securities and Investments Commission, Australian Prudential Regulation Authority ( APRA ), Reserve Bank of New Zealand and New Zealand Financial Markets Authority regulated entities. The policy addresses the requirements of APRA’s Prudential Standards CPS 520 and SPS 520. All persons appointed to a Fit and Proper position (including directors) must satisfy the fit and proper requirements prior to initial appointment. Annual and ongoing assessment will be conducted to ensure persons so appointed maintain the adequate competency relevant to the role and the business activities for which they are responsible.

Securities trading policy

AMP’s trading 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 confidential price-sensitive information ( inside information ) at that time.

The trading policy reinforces insider trading law by preventing all nominated persons from trading in AMP securities at any time when they possess inside information. The policy also prohibits the use of hedging arrangements by employees and directors in relation to shares, options, share rights and performance rights whilst held in equity-based remuneration schemes.

The securities trading policy can be found at amp.com.au/corporategovernance.

5 AMP 2020 corporate governance statement

Risk management and assurance

AMP has exposure to both financial and non-financial risks that impact our clients, shareholders and employees, as well as the risk culture of our organisation. AMP’s Enterprise Risk Management ( ERM ) function embeds and operationalises the key principles of AMP’s ERM policy. The objective of AMP’s ERM policy is to deliver sustainable growth and safeguard our business and our clients’, shareholders’ and employees’ interests while meeting our legal and regulatory obligations.

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

While the board is ultimately responsible for the risk management framework and oversight of its operation by AMP’s management, in line with our risk culture, purpose and behaviours, AMP firmly believes risk management is every staff member’s responsibility. The board sets the tone from the top and is responsible for setting AMP’s risk appetite, the strategic plan and risk management strategy; holding the business to account for ensuring AMP’s core behaviours are demonstrated in how we work and how we provide our services. Through its Risk and Audit committees, the board also monitors the effectiveness and implementation of policies and business practices in the pursuit of strategic objectives that are within AMP’s risk appetite and applicable laws and regulations.

The board, assisted by both the Risk and Audit committees, reviews the risk management framework annually to satisfy itself that it continues to be sound and that AMP is operating with due regard to the risk appetite set by the board. The Audit committee, supported by the internal audit function, assists the board by providing objective non-executive oversight of the effectiveness of AMP’s risk management framework.

In performing this annual review, the board and Risk and Audit committees are supported by, and consider the outcomes of, an annual review of AMP’s risk management framework conducted by our internal audit function or, every three years, by an operationally independent party. This review assesses the appropriateness, effectiveness and adequacy of the risk management framework.

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 2020. The review, in relation to the 2020 reporting period, is underway and will be completed in 2021.

Economic, environmental and social sustainability risks

To AMP, sustainability means our ability to meet the needs of the present without compromising future generations. As custodians of our clients’ money and future, we face complex economic, social and environmental challenges which bring both risks and opportunities. AMP’s approach is built around three connected areas of stakeholder focus – clients, people and community – to drive value creation.

In 2020, AMP’s commitment to managing our business sustainably included:

extensive support to clients and employees through COVID-19
enhancing AMP’s digital and cybersecurity capabilities to protect our clients’ finances as our workforce moved to remote working
strong progress on client remediation
regular engagement with government and regulators on financial services reform
taking significant steps to improve inclusion and diversity, strengthen accountability and create a high performance culture
actively considering environmental, social and governance (ESG) factors in our investments
maintaining AMP’s carbon neutral status across international operations
supporting communities through charities and social enterprises via the AMP Foundation.

In 2020, AMP also made progress on its climate change position. AMP remains committed to meeting Task Force on Climate-related Financial Disclosures ( TCFD ) recommendations over time and has long been reporting against other climate-related disclosure frameworks that are aligned with the TCFD. Specifically in 2020, AMP retained an A– rating (second highest rating available) in the annual Carbon Disclosure Project ( CDP ) investor disclosure program, indicating leadership in our management of climate-related risks and opportunities. AMP Capital was recognised as a leader among Principles for Responsible Investment ( PRI ) signatories for our responsible investor work in climate reporting in 2020.

Information about AMP’s material exposure to environmental and social risks and details of AMP’s approach to managing our material economic, environmental and social issues and performance are provided in AMP’s annual sustainability report.

AMP’s sustainability report can be found at amp.com.au/corporatesustainability.

Internal audit

AMP’s Group Internal Audit team 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 environment. AMP’s internal audit function is accountable to the board via the Chair of the Audit committee for providing independent assurance for the effectiveness of the control environments in place to manage the key risks of AMP.

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Group internal audit is structured to be independent of management and is led by the Chief Audit Executive who reports directly to the Audit committee, has 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, with supplementary subject matter expertise provided through strategic co-source partnerships with several large accounting firms offering a diverse range of expertise relevant to AMP’s businesses to ensure appropriately skilled resources to deliver audit activity.

External auditor

AMP has appointed Ernst & Young ( EY ) as the company’s external auditor ( External auditor ), with the lead audit partner rotating every five years (unless special circumstances require this to be extended for additional years). The External auditor provides an independent opinion on whether, among other things, the group’s financial report provides a true and fair view of the group’s financial position and performance.

Our Audit committee has adopted a charter of audit independence, which sets out a framework to assist in maintaining the independence of EY as a result of its business dealings with AMP.

EY representatives attend each Audit committee meeting and the Audit committee holds regular discussions with the External auditor in the absence of management. Internal audit team members may be invited to attend EY’s private discussion with the committee from time to time.

EY’s lead audit partner for AMP attends each Annual General Meeting ( AGM ) and shareholders are given the opportunity to ask questions relevant to the audit, the preparation and content of the auditor’s report, the accounting policies adopted by AMP in relation to the preparation of the financial statements, and the independence of the auditor in relation to the conduct of the audit.

CEO and CFO declarations

Before the board approves AMP’s financial statements for each full and half financial year, the CEO and the Chief Financial Officer ( CFO ) are required to 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
their opinion has been formed on the basis of a sound risk management system and internal controls which are operating effectively.

The CEO and CFO provided the board with these written declarations for the AMP group’s half year and full year financial statements for 2020.

Reporting and disclosure

Market disclosure

AMP is committed to providing shareholders and the market with equal and timely access to material information about AMP in accordance with our continuous disclosure obligations under the ASX Listing Rules and NZX Listing Rules. This includes a commitment to ensure that any new and substantive materials presented to analysts or other third parties are lodged with the ASX prior to the relevant presentation as reflected in our market disclosure policy.

AMP’s market disclosure policy sets out the processes we have in place to support compliance with our continuous disclosure obligations, and the roles and responsibilities of our employees, disclosure officers, our Market Disclosure Committee ( MDC ) and the board in relation to continuous disclosure and company announcements, including periodic corporate reports.

The MDC is chaired by the Group General Counsel and assists the board and the CEO with the discharge of AMP’s continuous disclosure and company announcement responsibilities. The MDC’s responsibilities include reviewing the form and content of any proposed announcement in relation to price-sensitive matters and confirming that appropriate verification has been undertaken on the factual accuracy and completeness of such announcements.

AMP makes periodic disclosures, including pursuant to the ASX Listing Rules and the Corporations Act. Announcements for periodic disclosures, including the directors’ report, but excluding financial reports which are subject to a separate process of internal review and verification, must be reviewed by AMP’s MDC.

Periodic corporate reports that are not audited or reviewed by AMP’s External auditor are verified internally by management prior to release to the market. The verification process allocates material disclosures within the relevant document to contributors to substantiate the disclosures to confirm the accuracy and completeness of the disclosures. The CEO and CFO also provide written declarations to the board in relation to the half year and full year financial statements.

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.

7 AMP 2020 corporate governance statement

Keeping our shareholders informed

We publish detailed information about our company, our board and management, and our governance framework and policies on our website. AMP’s website includes a dedicated shareholder centre where shareholders can readily access material announcements released to the ASX, information about our full and half year financial results, our annual reports and other information relevant to their AMP shareholdings. This can be found at amp.com.au/shares.

Shareholders can elect to receive their annual reports, notices of meeting and dividend statements online.

We also provide an email alert system through our website which enables shareholders and other interested parties to receive notification when media releases and material ASX announcements are released by AMP. You can subscribe for these email alerts at corporate.amp.com.au/newsroom.

Communicating with our shareholders

We encourage direct, two-way communication with our shareholders. Shareholders are able to communicate electronically with the AMP shareholder services team (by email to [email protected]) and with our share registry, Computershare (by email to [email protected]). We also have dedicated phone lines for shareholders to contact the AMP shareholder services team or the share registry.

Our Investor Relations team coordinates AMP’s investor relations program and conducts group and one-on-one briefings with our institutional investors and analysts. Shareholders can access webcasts of our full year and half year analyst briefings and a calendar of scheduled, upcoming announcements and presentations at the dedicated shareholder website (corporate.amp.com.au/shareholder-centre). The AMP shareholder services team conducts regular campaigns to assist retail shareholders to keep connected.

Annual shareholder meeting

The board welcomes the opportunity to engage with AMP’s shareholders and encourages them to participate in our AGM each year.

We encourage shareholders to provide us with questions about our business or the business of the AGM ahead of each meeting, so that these can be addressed before or at the meeting. In 2020, shareholders were not permitted to physically attend the meeting due to government restrictions and public health advice regarding COVID-19 and social distancing. Shareholders were able to participate in the AGM by watching a live webcast of the AGM and submitting written questions before the meeting by email or post and during the AGM via an online facility. Shareholders were also able to lodge their proxy forms prior to the meeting by post and online (computer or mobile device). All substantive resolutions at shareholder meetings are decided on a poll.

Diversity

Inclusion and diversity

AMP’s inclusion and diversity policy outlines our approach and commitment to inclusion and diversity. The policy requires the board to set measurable objectives for achieving gender diversity and to annually assess both the objectives and AMP’s progress in achieving them.

The established target for the board is for women to hold 40% of board positions, men to hold 40% of positions, and either women or men to hold the remaining 20% of positions. As at 31 December 2020, women currently hold 43% of board positions.

AMP set gender diversity targets in 2015 that required women to hold 47% of senior executive roles and 50% of middle management roles by the end of 2020 but did not achieve these targets. In 2020 AMP maintained a sound representation of women in management positions. Whilst the representation of women in senior executive roles decreased to 37% (a decrease of 2%) as at 31 December 2020, the representation of women in middle manager roles increased to 44% (an increase of 1%). Overall, women make up 50% of AMP’s workforce.

AMP has reviewed its approach and target setting for 2021 and beyond, establishing a simpler 40:40:20 approach to gender representation. This approach requires 40% female, 40% male, 20% open (male or female or other) as an objective to be applied to the board, senior executives, senior management, middle management and the workforce generally.

The objective is to continually review AMP’s employment systems to ensure that the signals sent by establishing these policies and targets are not undermined by unfair work practices. Systems which do not adequately address favouritism in the workplace can lead to discriminatory outcomes, notwithstanding the intent of the policies.

8 AMP 2020 corporate governance statement

Representation of women at AMP

Roles	2021 target %	2020 target %	31 December 2020 %	31 December 2019 %
AMP Limited Board	40:40:20	40	43	18
Senior executives1	40:40:20	47	37	39
Middle management2	40:40:20	50	44	43
Workforce generally	40:40:20	n/a	50	51

1 Senior executives are generally one to four reporting layers below the CEO and represent the top 7% 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, Director or Head of.
2 Middle managers are generally between three to six reporting layers below the CEO and represent the next 29% of the organisation. People in these roles typically report to our senior executives and are involved in operational decision making or have specialised and high value skills. They have a wide range of titles including Senior Manager, Manager and Lead.

Employment and remuneration

Employment terms

The CEO and other senior executives 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. Prior to the appointment of any senior executives, 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.

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 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.

Details of our 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 our 2020 Remuneration report.

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 2020 is set out in the Remuneration report.

9 AMP 2020 corporate governance statement

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.

As at the date of this statement, all of the AMP Limited 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.

The composition of the four standing committees as at the date of this statement is shown below.

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Independent Audit Risk Remuneration Nomination
non-executive directors committee committee committee committee
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Debra Hazelton (Board Chair)	Member	Member	Member	Chair
Rahoul Chowdry	Member	Chair	Member	Member
Kate McKenzie	Member	Member	Member	Member
John O’Sullivan	Member	Member	Member	Member
Michael Sammells	Member	Member	Chair	Member
Andrea Slattery	Chair	Member	Member	Member

Details of the number of meetings of each standing committee held during 2020 and of each committee member’s attendance at those meetings, are included in the annual report.

The board may form other committees to undertake specific duties from time to time. During 2020 the board formed a Portfolio Review committee to oversee AMP’s portfolio review process.

There are also a number of management committees which assist the standing committees. The management committee members are senior executives who meet regularly to discuss a range of matters including strategic and operational issues and risk management.

Each of the four standing committees operates in accordance with written charters, which can be found at amp.com.au/corporategovernance (in the board committees section). The board committee charters are reviewed annually to confirm the role, responsibilities and accountabilities of each board committee.

The main roles and responsibilities of the four standing committees are summarised below.

Audit committee

The Audit committee assists the board with the review and oversight of AMP’s financial reporting framework. The main responsibilities of the Audit committee include:

considering AMP’s financial reports
considering the adequacy and effectiveness of AMP’s financial reporting systems and internal control framework
recommending the appointment of the Chief Audit Executive and the external auditor
overseeing the implementation and operation of AMP’s risk management framework
overseeing the objectivity, performance, adequacy and independence of the internal and external audit functions.
In 2020 and through to the date of this statement:
the Audit committee was chaired by an independent non-executive director, who was not the chair of the board
the Audit committee had at least three members and all were non-executive independent directors, and
– the members of the Audit committee, collectively, had the accounting and financial expertise and a sufficient understanding of the financial services industry to enable the committee to discharge its responsibilities effectively.

Risk committee

The Risk committee assists the board in the execution of its responsibilities in relation to risk. The key responsibilities of the Risk committee include:

overseeing AMP’s risk culture and assisting the board in assessing the extent to which AMP’s risk culture supports its ability to operate within its risk appetite and recommending any changes to the board
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 Officer.
In 2020 and through to the date of this statement:
the Risk committee was chaired by an independent non-executive director, who was not the chair of the board
the Risk committee had at least three members and all of its members were independent directors
the members of the Risk committee, collectively, had the necessary technical knowledge and a sufficient understanding of the financial services industry to enable the committee to discharge its responsibilities effectively.

10 AMP 2020 corporate governance statement

AMP also has management committees to assist in overseeing risk management. The Group Risk and Compliance committee guides the implementation of risk management practices, processes and systems, and oversees all material risk exposures but with a focus on non-financial risks and risk decisions facing AMP. The Group Asset and Liability committee oversees financial risks across AMP in relation to capital and financing, and the risk appetite as it relates to financial risk and shareholder capital.

Remuneration committee

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

recommending to the board the remuneration of non-executive directors, the CEO, the ExCo members and certain other specified individuals
recommending to the board the performance objectives and measures relevant to the remuneration of the CEO, and reviewing the performance of the CEO against these objectives
recommending to the board AMP’s remuneration policy, including an assessment of the policy’s effectiveness and compliance with prudential standards
overseeing all incentive plans
recommending to the board any new incentive plan, including equity-based plans
overseeing general remuneration practices across AMP.

In 2020 and through to the date of this statement:

the Remuneration committee was chaired by an independent chair
the Remuneration committee had at least three members and all of its members were independent directors.

Nomination committee

The Nomination committee supports the board on succession planning including both board and committee appointments, performance evaluation processes and induction and continuing professional development programs for directors.

In 2020 and through to the date of this statement:

the Nomination committee was chaired by an independent chair
the Nomination committee had at least three members and all of its members were independent, non-executive directors.

In undertaking and reviewing board succession planning, the Nomination committee’s role includes identifying and assessing suitable candidates for appointment to the board and the boards of certain subsidiaries. External consultants are engaged to assist with the selection process where considered appropriate. In assessing potential candidates, the Nomination committee has regard to board and committee size, time commitments and the needs of the particular board as well as the current and desired mix of experience, skills, attributes, independence and diversity for the relevant board.

Board effectiveness

The board is committed to renewal to ensure the board remains open to new ideas and independent thinking and continually improving its practices so that it can effectively discharge its role and responsibilities. An overview of the board’s composition and key corporate governance practices is set out below.

Board composition

At the date of this statement, the AMP Limited Board consists of six independent non-executive directors and the CEO. The names, position and tenure of the current AMP directors are outlined below. You can find biographical details of the current directors, including details of their qualifications and experience, in the annual report and at amp.com.au/aboutamp.

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Current Directors Position [1] Appointed Tenure as a Director [2]
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Debra Hazelton	Independent Chair	15 June 2019	1 year, 8 months
Francesco De Ferrari3	Chief Executive Offcer and Managing Director	31 January 2019	2 years, 1 month
Rahoul Chowdry	Independent Non-Executive Director	1 January 2020	1 year, 2 months
Kate McKenzie	Independent Non-Executive Director	18 November 2020	3 months
John O’Sullivan	Independent Non-Executive Director	20 June 2018	2 years, 8 months
Michael Sammells	Independent Non-Executive Director	1 March 2020	1 year
Andrea Slattery	Independent Non-Executive Director	15 February 2019	2 years

1 For current directors, the above reflects the position held at the date of this statement (11 February 2021).
2 The tenure information is provided as at the date of this statement and is rounded up to the nearest whole month.
3 Francesco De Ferrari was appointed as CEO on 1 December 2018 and joined the AMP Limited Board (as Managing Director) on 31 January 2019. The tenure shown above relates to his period of service as a director.

11 AMP 2020 corporate governance statement

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.

Board succession

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.

In 2020 the board was further renewed and strengthened by the appointment of Michael Sammells, Rahoul Chowdry and Kate McKenzie as new independent non-executive directors.

Michael Sammells, Rahoul Chowdry and Debra Hazelton were elected as directors by shareholders at our 2020 AGM. Kate McKenzie will stand for election by shareholders at our 2021 AGM.

Board evaluation

As part of AMP’s periodic board performance evaluation process, in 2020 the performance of the board, each of its committees and each director of AMP was reviewed through an internal review process. In addition, each director of AMP participated in a shared board belief setting program, externally facilitated by Oliver Wyman, a leading international management consulting firm. This program provided for the formalising of the shared beliefs of the board, providing a framework for systems and expectations driving culture, governance and strategy at AMP.

These evaluation processes adopted by the board included the completion of board performance surveys by each director and one-on-one discussions by the Chair with those individuals. The survey and discussions were based on questions linked to the performance, opportunities and challenges for the board.

The board evaluation process covered matters such as:

the board’s contribution to developing strategy and policy
the board’s performance relative to its objectives
interaction between the board and management and between board members
the board’s oversight of business performance and compliance, risk controls and management
board composition, including consideration of relevant skills and structure
the operation of the board, including the conduct of board meetings and quality of board papers.

The board as a whole has then reviewed and discussed the results of this process and identified ways to enhance its effectiveness.

12 AMP 2020 corporate governance statement

AMP Limited Board skills matrix

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

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 of AMP. The matrix includes an emphasis on experience at the level of complexity of work of the CEO. It also highlights the importance of client outcomes and strategy development in the context of the multi-faceted nature of technology, competition, industry structures and regulatory change, and has a focus on risk management experience.

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. These personal attributes are a precondition for appointment, rather than forming part of the skills matrix.

The table below outlines the areas covered by the skills matrix and, for each area, shows the directors’ assessment of the extent to which the relevant skill or experience is represented on the board at the respective levels of ‘well-developed’ and ‘developed’. All areas in the skills matrix are currently well represented on the board as a whole.

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Skill/experience Board representation [1]
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Well-developed Developed	Well-developed Developed	Well-developed Developed	Well-developed Developed	Well-developed Developed	Well-developed Developed	Well-developed Developed	Well-developed Developed
Client Experience in, and ability to understand the needs of clients by demonstrating an ability to enhance client outcomes through client centric strategy and focus.


Leadership Experience as a chief executive offcer (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 effectively 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, technology, competition and industry structures, and regulation.


Financial services and systems Experience in, and understanding of, the wealth management, superannuation, banking, investment management or life insurance industry, in Australia or overseas.


Law, governance and risk management Understanding of legal, governance and compliance issues and regulatory, governance and risk management frameworks.


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 management Experience in, or understanding of, leadership and organisational design to contribute to talent management, succession planning and judgements about culture.


Government policy and regulation Understanding of the policy and regulatory environment in Australia, and experience in working or interacting with government and regulatory bodies.



0 1 2 3 4 5 6 7 Number of directors as at 11 February 2021

1 This column shows the number of existing directors (out of a total of seven 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 six directors.

13 AMP 2020 corporate governance statement

Appointment and tenure of directors

Prior to 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.

Throughout their tenure, directors must continue to demonstrate that they have the character, diligence, honesty, integrity, judgement and skills required for the role. Relevant background checks are repeated at least triennially during their tenure. Each director provides an annual declaration confirming their fitness and propriety to perform their duties.

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.

Director induction and continuing professional development

Once appointed, all new directors are provided with an information pack including governance policies and business information and are invited to participate in a comprehensive induction program. This program includes meetings with the Chair, other board members, the CEO, members of the ExCo and other senior executives (as appropriate). Board members receive regular briefings from senior management across the business and have the opportunity to participate in site visits to AMP’s operations. Directors also receive regular updates on industry, market, regulatory, governance and accounting developments through a range of channels, including through briefings at board meetings, board workshops held outside of board meetings, and meetings with regulators, customers and investors.

The board encourages directors to participate in appropriate opportunities for the continuing enhancement of their knowledge and capabilities, and of the performance of the board generally.

The Nomination committee periodically reviews any need for further professional development of directors to maintain the skills and knowledge needed to perform their role as directors effectively.

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.

14 AMP 2020 corporate governance statement

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AMP LIMITED — Governance Information 2021

64379_rns_2021-03-09_0af8ee02-b6d2-453a-b136-0a5581a56115.pdf

Appendix 4G and 2020 Corporate Governance Statement

Media enquiries

Investor enquiries

Lachlan Johnston

Jason Bounassif

Mark Roberts

Michael Vercoe

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

2020 Corporate governance statement

2020 Corporate governance statement

Board of directors

Corporate governance framework

Purpose and values

Code of conduct

Culture

Policies

Whistleblowing policy

Inclusion and diversity policy

Anti-bribery and corruption policy

Conflicts management policy

Fit and proper policy

Securities trading policy

Risk management and assurance

Economic, environmental and social sustainability risks

Internal audit

External auditor

CEO and CFO declarations

Reporting and disclosure

Market disclosure

Keeping our shareholders informed

Communicating with our shareholders

Annual shareholder meeting

Diversity

Inclusion and diversity

Representation of women at AMP

Employment and remuneration

Employment terms

Remuneration

Performance evaluation

Board committees

Audit committee

Risk committee

Remuneration committee

Nomination committee

Board effectiveness

Board composition

Independence of directors

Board succession

Board evaluation

AMP Limited Board skills matrix

Appointment and tenure of directors

Director induction and continuing professional development

Board access to information and independent advice

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AMP LIMITED Governance Information 2021