ANSELL LIMITED — Governance Information 2016

Aug 25, 2016

2016 CORPORATE GOVERNANCE STATEMENT

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Corporate Governance Statement FY16

The Corporate Governance Statement sets out the corporate governance practice for the financial year ending 30 June 2016 (‘FY16’) for Ansell Limited (‘Ansell’ or ‘the Company’) and including its subsidiaries (‘Ansell Group’) and is divided into four main sections:

• (a) optimising the structure of the Board and Committees;

• (b) effective oversight, governance and ethical leadership;

• (c) appropriate management structure, remuneration and performance management; and

• (d) dealing with material risks.

In addition, Ansell’s Annual Report provides some key highlights of the corporate governance activities of the Company in FY16. The Annual Report, together with information about Ansell and its governance, can be found at www.ansell.com

Introduction

In accordance with the Company’s Constitution and the Corporations Act 2001 (Cth) (‘Corporations Act’), the Company operates through its Board of Directors and management. Corporate governance refers to the effective interaction of the Board and Ansell’s management team, with the Board’s objective to provide effective oversight of the Ansell Group. In order to ensure this, the Board works under a set of well-established corporate governance policies and charters. These policies are publicly available on the Company’s website, www.ansell.com

The Board regularly reviews the Ansell Group’s corporate governance framework, policies and practices to ensure at a minimum that they meet the expectations of our shareholders and evolve in line with global best practice in corporate governance and our own internal processes and practices. As part of the review, the Board also assesses its compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, 3rd Edition (‘ASX Principles’).

This Corporate Governance Statement outlines the key components of the corporate governance framework of Ansell in place during the year ended 30 June 2016. The Board believes that the Company’s corporate governance policies and practices have complied in all respects with the ASX Principles. A checklist summarising the Company’s compliance with the ASX Principles is set out in Section 5 of this Report.

1. Optimising the Structure of the Board and Committees

1.1 Ansell Limited Board Charter

The Board has ultimate responsibility for setting policy regarding the business and affairs of the Ansell Group for the benefit of the shareholders and other stakeholders, and is accountable to shareholders for the performance of the Ansell Group.

The table following summarises the Board’s main responsibilities and functions, which have been grouped into three areas:

• (a) strategy, planning and monitoring;

• (b) shareholder communication and compliance; and

• (c) risk management and internal controls.

ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

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continued Corporate Governance Statement FY16

	Strategy, planning and monitoring	Shareholder communication and compliance	Risk management and internal controls
Approving	• corporate strategies, budgets, plans and policies • appointment of the Chief Executive Offcer, other members of the Executive Leadership Team and the Company Secretary • remuneration of the Chief Executive Offcer, the Non- executive Directors (within shareholder approved limits) and the policy for remunerating Senior Executives	• procedures to ensure compliance with applicable laws, regulations, accounting standards, ethical standards and business practices • shareholder communication strategies • material and other market announcements	• the Company’s risk management framework and internal control systems
Reviewing and Monitoring	• implementation of corporate strategies, budgets, plans and policies • fnancial and business results (including the audit process) in order to understand the fnancial position of the Group	• implementation of compliance procedures • timeliness and accuracy of information provided to shareholders and the fnancial market	• implementation of risk management framework and internal control systems • the Company’s wider risk management profle • internal processes for determining, monitoring and assessingkeyrisk areas
Evaluating	• performance against corporate strategies, budgets, plans and policies • the performance of the Chief Executive Offcer and the Company Secretary and reviewing the performance evaluation of the Executive LeadershipTeam	• the effectiveness of reporting procedures and mechanisms • whether adequate, accurate and timely information is provided to shareholders and the fnancial market	• the process for assessing the effectiveness of risk management practices

In carrying out its duties, the Board meets formally at least six times a year, with additional meetings held as required to address specific issues. All Directors are expected to attend the Audit and Compliance Committee meetings and Directors may participate in meetings of the other Board Committees, which assist the full Board in examining particular areas or issues. It is the Board’s practice that the Non-executive Directors meet periodically without the presence of management.

The Board delegates management of the Company’s resources to the Executive Leadership Team, under the leadership of the Managing Director and Chief Executive Officer, to deliver the strategic direction and achieve the goals determined by the Board. Any powers not specifically reserved for the Board have been delegated to the executive team.

The Board is free to alter the matters reserved for its decision, subject to the limitations imposed by the Company’s Constitution and the law.

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ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

1.2 Board Composition and Planning for Success

Ansell is committed to ensuring that the composition of the Board continues to comprise Directors who bring an optimal mix of skills, experience, expertise and diversity (including gender diversity) to Board decision-making.

1.2.1 Board Composition

The Board Charter requires that a majority of the Board are independent Non-executive Directors and the Constitution mandates that there are at least twice as many Non-executive Directors as Executive Directors. To further entrench independence, there is separation of the roles of the Chairman and the Chief Executive Officer, with the Chairman required to be an independent Non-executive Director. This structure ensures that all Board discussions or decisions have the benefit of predominantly outside views and experiences, and that the majority of Directors are free from interests and influences that may create a conflict with their duty to the Company.

The Company currently has eight Directors, one of whom is an Executive Director (being the Chief Executive Officer, who is also the Managing Director). Each Director is appointed pursuant to a written agreement. All of the Non-executive Directors, including the Chairman, are considered to be independent. The length of service is as follows:

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Director Length of Service at 30 June 2016
Mr Glenn L L Barnes – Chairman of Board and Ten years and nine months as a Director
Chairman of Governance Committee Three years and eight months as Chairman
Mr Magnus R Nicolin – CEO and Managing Director Six years and three months
Mr Ronald J S Bell – Chairman Human Resources Committee Ten years and ten months
Mr John A Bevan Three years and ten months
Mr L Dale Crandall Thirteen years and seven months
Mr W Peter Day – Chairman Audit and Compliance Committee Eight years and ten months
Mrs Leslie Desjardins Seven months
Mrs Marissa Peterson – Chair Risk Committee Nine years and ten months
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Each member of the Executive Leadership Team is also appointed pursuant to a written agreement and the Company Secretary is directly accountable to the Board through his direct reporting line to the Chairman.

In order to ensure that Directors are able to fully discharge their duties to the Company, all Directors must consult with the Chairman of the Board and advise the Governance Committee prior to accepting a position as a Non-executive Director of another company.

1.2.2 Board Structure

The Board considers it important that it has a mix of Directors with a level of history with the Company, and newer appointments to bring a fresh perspective to discussions. The Board has a general policy that Non-executive Directors should not serve for a period exceeding 15 years, and that the Chairman should not serve in that role for more than 10 years. The Board does not consider this length of tenure would necessarily compromise independence or interfere in a material way with a Director’s ability to act in the best interests of the Company. The Board will, however, continue to assess the application of this policy to each Director having regard to the mix of experience, skills and knowledge then on the Board.

As a Company with diverse international operations, the Board considers it important that it has members with experience in the major jurisdictions in which we operate. The Governance Committee considers this fact when having regard to the nature of the Company’s operations, geographic priorities and the strategic direction of the Company against the skills currently represented on the Board.

ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

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continued Corporate Governance Statement FY16

1.2.3 Board Skills Matrix

The Board of Ansell is ultimately responsible for the oversight and review of the management, administration and overall governance of Ansell. Accordingly, the Board has created the following matrix which captures the key skills and diversity attributes of the Board members which it believes are critical to succeeding in its objectives. The Board presently possesses this blend of skills and diversity attributes.

The Board considers that the appropriate mix of skills and experience required for the Board is as follows:

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Industry
General Governance Technical Diversity
Experience
• Board efficiency • Understanding • Health and • Personal • Gender diversity
and effectiveness of legal, ethical safety protective goods
• Diversity and
and fiduciary and equipment;
• General duties • Supply chain medical goods multiculturalism
management
with P&L • Governance • Marketing, sales and devices, and • Language other
responsibility and Committee and customer FMCG than English
service
experience • Manufacturing
• Global/ – industrial,
International/ • Risk medical, • Logistics/
Emerging management wholesale and distribution/
Markets retail (including supply chain
• Project
management Fast Moving
experience management Consumer • International
trade/
• Mergers and Goods (FMCG)) E-commerce
acquisitions • Financial
(including
qualifications
divestments and
joint ventures) • Manufacturing
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ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

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2. Effective Oversight and Governance

The Company is committed to upholding the highest legal, moral and ethical standards in all of its corporate activities, and has adopted a global Code of Conduct consisting of Guiding Principles and Policies on Business Conduct, which aims to strengthen its ethical climate and provide guidelines for situations in which ethical issues arise. The Code of Conduct is available on the Company’s website, www.ansell.com

2.1 Code of Conduct

The Code of Conduct applies to Directors, executives, management and employees, sets high standards for ethical behaviour and business practice beyond complying with the law and is based on the following guiding principles whereby the Company:

• (a) strives to uphold high ethical standards in all corporate activities;

• (b) is committed to competing lawfully, fairly and ethically in the market place, consistent with its aim of providing quality products to its customers;

• (c) is committed to pursuing sound growth and earnings goals, by operating in the best interests of the Company and shareholders;

• (d) strives to treat all employees and applicants with fairness, honesty and respect;

• (e) expects all employees to work together for the common good and to avoid placing themselves in a position that is in conflict with the interests of the Company;

• (f) is committed to good corporate citizenship and participating actively in, and improving, the communities in which the Company does business; and

• (g) expects all employees to conduct themselves in accordance with the Guiding Principles.

It is the Company’s policy to comply with the letter and spirit of all applicable laws; and no Director, executive or manager has authority to violate any law or to direct another employee or any other person to violate any law on behalf of the Company. Assistance is available to clarify whether particular laws apply and how they may be interpreted.

The Code of Conduct also sets out the Company’s policies in respect of ethical issues such as conflicts of interest, social accountability and fair dealing.

The Company provides avenues for employees to report their concerns of suspected breaches and seek compliance advice, including anonymously to an independent hotline. Individuals who report their concerns in good faith are protected under the Company’s policies from any form of retaliation.

Employees and Directors are required to participate in compliance training programs to ensure that they remain up-to-date regarding relevant legal and industry developments, as well as ethical practices. During FY16, compliance training was provided across the organisation covering areas such as practical ethics, internet security and the Code of Conduct.

2.2 Conflicts of Interest

In order to ensure that any interests of a Director in a particular matter to be considered by the Board are brought to the attention of the Board, the Company has developed protocols to require each Director to disclose any contracts, offices held, interest in transactions and any other directorships which may involve any potential conflict. Appropriate procedures have been adopted to ensure that, where the possibility of a material conflict arises, relevant information is not provided to the Director, and the Director does not participate in discussion on the particular issue or vote in respect of the matter at the meeting where the matter is considered. The Board has reviewed and is comfortable with the veracity of these protocols.

ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

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continued Corporate Governance Statement FY16

2.3 External Advice

Any Director can seek independent professional advice at the Company’s expense in the furtherance of his or her duties, subject to prior discussion with the Chairman. If this occurs, the Chairman must notify the other Directors of the approach, with any resulting advice received to be generally circulated to all Directors.

2.4 Other Key Governance Policies

2.4.1 Dealing in Shares

The Directors and senior management of Ansell may only buy or sell Ansell shares in the period immediately following the half-year and full year results and the Annual General Meeting except where they are in possession of market sensitive information. All Directors, senior management and employees are prohibited from buying and selling securities during the four weeks prior to the release of half and full year results and at all times when they are in possession of market sensitive information.

Additionally, in order to assist the Directors and the Executive Leadership Team to meet their shareholding targets under the Share Purchasing Policy, a facility was established in FY15 to allow the Directors and senior managers to purchase shares on a monthly basis. The plan operates by the participants nominating a fixed value of shares for a 12 month period. The value of the shares to be purchased on a monthly basis cannot be altered (either increased or decreased) for that 12 month period. The shares are acquired by a trustee company on behalf of the participants and allocated to the participants once the trade has settled.

At other times, Directors dealing in Ansell shares must obtain prior approval from the Chairman, and senior managers must obtain approval from the CEO.

It is the Company’s policy that executives who participate in the Ansell Short Term Incentive Plan and the Long Term Incentive Plan or any other incentive plans are prohibited from entering into hedging arrangements in respect of any unvested performance rights.

Where a Director or senior manager holds Ansell shares under the terms of a margin lending arrangement, the Company will disclose details to the market where required by law or practice, having regard to the materiality of the arrangement.

2.4.2 External Audit

It is Board policy that the lead external audit partner and review partner are each rotated periodically. The Board has adopted a policy in relation to the provision of non-audit services by the Company’s external auditor that is based on the principle that work that may detract from the external auditor’s independence and impartiality, or be perceived as doing so, should not be carried out by the external auditor.

Details of the amounts paid to the external auditor for non-audit services performed during the year are set out in the Report of the Directors in the Annual Report.

The Board is satisfied based on advice from the Audit and Compliance Committee that the provision of these non-audit services was not in conflict with the role of the external auditor or its independence The Company’s external auditor has also confirmed its independence to the Directors in accordance with applicable laws and standards as set out in the Report of the Directors.

It is the policy of the Board that the auditor attends the Annual General Meeting and is available to answer questions from shareholders.

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2.4.3 Risk Management

Ansell places a high priority on risk identification and management throughout all its operations, and has processes in place to review their adequacy.

The Company’s risk management practices include:

• a comprehensive risk control program that includes property protection and health, safety and environmental audits using underwriters, self-audits, and engineering and professional advisers;

• processes to identify the business risks (both financial and non-financial) applicable to each area of the Group’s activities and the maintenance of a specific framework that prioritises and monitors the mitigation of those risks; and

• regular reporting to the Audit and Compliance Committee or Risk Committee, as appropriate, and the Board.

• Board

• • Approving risk management framework and internal compliance systems. • Reviewing the Company’s wider risk profile. • Overseeing implementation of risk management policies, procedures and systems.

• Audit and Compliance Risk Committee CEO/CFO Committee • Monitor the risk profile of the • Assessing whether risk management

• • Liaising with and reviewing activities Company against the Company risk procedures and systems are of internal and external audit appetite and risk management operating efficiently and effectively functions. framework. in all material respects.

• • Reviewing adequacy of financial • Monitoring relevant legal and • Providing sign-off to the Board controls. regulatory requirements. regarding the Company’s risk

• • Monitoring relevant legal and • Overseeing the identification, management framework (including internal control systems).

• regulatory requirements. management and reporting of business risks by management.

• Internal Audit Management

• • Reviewing effectiveness of the Company’s risk management • Identifying and managing risks (including financial, framework (including internal control systems). operational, reputational and compliance risks).

• • Reporting to the Audit and Compliance Committee • Implementing policies, procedures and systems adopted regarding operation of risk management procedures by the Board; providing internal sign-offs and reporting to and systems. the Audit and Risk Committee regarding risk management procedures and systems.

The Chief Executive Officer and Chief Financial Officer are required to make written assurances to the Board that having made appropriate enquiries, they have formed the opinion that:

• the financial records of the Company and its subsidiaries are maintained in accordance with the Corporations Act;

• the financial statements for the year ended 30 June 2016 have been prepared in accordance with the relevant accounting standards, and give a true and fair view, in all material respects, of the financial position and performance of the Company and its subsidiaries; and

• the assurances given are based on a sound system of risk management and internal control which, in all material respects:

• was consistent with the policies adopted and delegated by the Board;

• was based on the risk management framework adopted by the Board; and

• was operating effectively in relation to financial reporting risks.

ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

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continued Corporate Governance Statement FY16

2.4.4 Disclosure to Investors

The Company has implemented procedures to ensure that it provides relevant and timely information to its shareholders and to the broader investment community, in accordance with its obligations under the ASX continuous disclosure regime.

In addition to the Company’s obligations to disclose information to the ASX and to distribute information to shareholders, the Company publishes its annual reports, annual and half-year results presentations, media releases and other investor relations publications on its website. The Company also ensures that security holders have the option to receive communications from and send communications to the Company and its security registry electronically.

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high-level of accountability and discussion of the Group’s strategy and goals. The external auditor attends the Annual General Meeting to answer shareholder questions about the conduct of the audit, and the preparation and content of the auditor’s report. The Company also proactively uses the ASX platform to broadcast invitations to investor briefings.

2.5 Board Committees

The Board has standing Committees, being the:

• Audit and Compliance Committee;

• Risk Committee;

• Human Resources Committee; and

• Governance Committee

Each Committee operates under a specific Charter, which is reviewed periodically by the Board. The Board also delegates specific functions to ad hoc Committees of Directors on an ‘as needs’ basis. The powers delegated to these Committees are set out in Board resolutions.

	Audit and Compliance Committee	Risk Committee
Members and Qualifcations	W P Day (Chair) LLB, MBA (Monash), FCPA, FCA, GAICD J Bevan BCom (UNSW) L D Crandall CPA, MBA (UC Berkeley) L Desjardins BIA, Finance (Kettering), MS (MIT) M T Peterson BSc (MECH), MBA (Harvard), Hon Doctorate(MGMT)	M T Peterson (Chair) W P Day L Desjardins L D Crandall
Composition	Committee members are required to: • be independent Non-executive Directors (minimum of three required) • be fnancially literate (minimum one required) • possess an understanding of the industry in which Ansell operates	The Committee is required to: • comprise a majority of independent Non- executive Directors (minimum of three required) • possess the business experience, skills and acumen to be effective in the role

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ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

Functions

Audit and Compliance Committee Reviewing:

• financial statements

• adequacy of financial controls

• annual audit arrangements (internal and external)

• activities of internal and external auditors

• independence and remuneration of external auditor

• processes for identifying, managing and reporting on financial risk

Monitoring:

• internal controls and financial reporting systems

• the adequacy of financial reporting and control policies

• the performance and independence of the external auditor

• the progress of the internal audit

Advising Board on:

• appointment, removal, independence and remuneration of external auditor

• meeting all its financial and corporate governance obligations and requirement

Risk Committee

Reviewing, annually, to satisfy itself that Ansell’s risk management framework is sound:

• the design and implementation of the Company’s risk management strategy

• active business and material business risks

• current risk management

• the status of risk mitigation action plans

• the Company’s insurance strategy and insurance arrangements

Informing Board on the:

• approval, review and recommendations to principles, policies and strategies for the management of risks the Company

• approval or recommended changes to the Company’s risk appetite and risk tolerance levels

Advising Board on:

• implementation and effectiveness of systems for identifying all areas of business risk

• design of adequate policies to manage risks

• appropriate action to bring the identified risks within tolerance levels

• the adoption of financial risk oversight policies

• national and international accounting standards

• applicable Company policies, regulatory and statutory requirements

Receiving, prior to lodging the financial statements, a written declaration from the CEO and CFO that, in their opinion, the financial records 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.

ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

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continued Corporate Governance Statement FY16

	Audit and Compliance Committee	Risk Committee
Key Activities During 2016	• agreed an annual calendar of activities for oversight • ongoing review of the performance of the internal audit function • consideration of risk areas identifed and incorporation into the audit plan • consider and review the Company’s effectiveness of internal controls over fnancial reporting and fnancial risk management • review of key fndings of the external auditor and implement any planned changes in its audit plan • reviewing and overseeing of the Company’s half and full year fnancial reporting and associated audit • reviewing the effectiveness and independence of the external auditor	• agreed an annual calendar of activities for oversight • considered the operations risk management systems, health and safety, environment, product stewardship and property protection practices as well as the appropriate metrics to measure and levels to accept of each risk identifed • reviewed the Company’s compliance with policies, procedures and programs, including the Global Code of Conduct including accepting and reviewing reports on the progress of the Company’s internal compliance program • reviewed anticipated changes to Ansell’s operating environment, and how this may impact future strategy and capital requirements of the Company • oversee the implementation of Company’s dual Enterprise Resource Plan(ERP)strategy
Consultation	Other Directors, members of management and the principal external audit partner are invited to attend Committee meetings to provide reports and/or guidance where appropriate.	Other Directors and members of management are invited to attend Committee meetings to provide reports and/or guidance where appropriate. The Committee may engage legal and fnancial advisers to assist with the effective discharge of its duties.
Experience of Committee Members	Mr Day has held senior fnancial positions in a diverse number of international industries. Mr Bevan was formerly the Chief Executive Offcer and Executive Director of Alumina Limited and is now the Chairman of BlueScope Steel Ltd and brings to the Board extensive international business experience. Mr Crandall has a background in accounting and fnance and is a former Group Managing Partner for Southern California for Price Waterhouse. Mrs Desjardins is an experienced international fnance executive with a focus on business performance and growth. Mrs Desjardins was formerly a Director of AptarGroup and Chief Financial Offcer for Amcor Limited. Mrs Peterson retired from full-time executive roles in 2006, having spent 18 years with Sun Microsystems in Senior Executive positions. She has extensive experience in supply chain management, manufacturing andquality, logistics, information technologies, customer advocacyand leadershipdevelopment.
Ongoing Review	The Audit and Compliance Committee met fve times and the Risk Committee met four times in FY16. All members attended each meeting. Committees will meet at least once a year for review and to make sure they are adhering to their specifc charters. Each Committee maintains the need for involvement in regards to the consistent improvement in the corporate governance environment. The Committees will recommend to the Board the formal adoption of anyrevised charter.

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ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

	Human Resources Committee	Governance Committee
Members and Qualifcations	R J S Bell (Chair) G L L Barnes J A Bevan	G L L Barnes (Chair) R J S Bell J A Bevan
Composition	The Committee is required to comprise a majority of independent Non-executive Directors (minimum of three required).	The Committee is required to comprise a majority of independent Non-executive Directors (minimum of three required).
Functions	Reviewing: • the remuneration and beneft structures of Directors and management • the performance of the management Recommending and approving: • the Company’s policy on executive remuneration and executive beneft programs • the design and operation of the Company’s short-term and long-term incentive plans Advising the Board on: • Senior Executive remuneration policy (including incentive plans, equity awards and service contracts) • remuneration of Chief Executive Offcer and the Non-executive Directors	Reviewing the structure and performance of the Board, the Committees and individual Directors (and to recommend changes where required) Establishing policies and criteria for Non-executive Director selection, and identifying suitable candidates for appointment Advising the Board on succession planning for both the Board and Senior Executives
Key Activities During 2016	• overseeing key changes to the remuneration scheme for executives and senior management after consultation with key stakeholders and communicating the changes to shareholders. Reviewing and fnalising the Remuneration Report for FY16 with a suitable explanation of the changes to the remuneration scheme • overseeing benchmarking review of Board, CEO and Key Management Personnel remuneration and recommending remuneration levels to the Board • reviewing and recommending to the Board the level of fxed and incentive arrangements for the CEO and senior management leadership team • reviewing changes to the ELT and obtaining independent advice on remuneration • reviewing and recommending to the Board 2016 remuneration outcomes	• reviewing CEO and Senior Executive succession planning • considering the effectiveness of the current board structure and reviewing the optimal future board structure
Consultation	As required, the Committee may engage independent professional advisers to: • advise on whether the Company’s employment policies and practices, including terms and conditions, are competitive and consistent with those offered by comparable companies The Committee may also request members of management to attend meetings and/or provide information where appropriate.	As required, the Committee may engage independent professional advisors to: • advise on whether assist in identifying high-calibre Directors and executives The Committee may also request members of management to attend meetings and/or provide information where appropriate.
Ongoing Review	Committees will meet at least once a year for review and to make sure they are adhering to their specifc charters. Each Committee maintains the need for involvement in regards to the consistent improvement in the corporate governance environment. The Committees will recommend to the Board the formal adoption of any revised charter. The Human Resources Committee met eight times in FY16 and all members attended each meeting. The Governance Committee met twice in FY16 and all members attended each meeting.

ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

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continued Corporate Governance Statement FY16

3. Appropriate Management Structure, Remuneration and Performance Management

3.1 Diversity

Ansell recognises that effectively harnessing a talented and diverse global workforce is a key competitive advantage for our business and our success is a reflection of not only the quality and skills of our people, but our ability to channel their backgrounds, experiences, regional points of view and cultural and ethnic differences.

We actively value and embrace the diversity of our employees and are committed to creating an inclusive workplace where everyone is treated equally and fairly and where discrimination, harassment and inequity are not tolerated.

The Ansell Diversity and Inclusion Policy formalises our commitment to diversity. The Policy is underpinned by certain key principles including:

• striving to leverage diversity in all its forms (including gender, skills, background and experience) to compete more effectively in the global marketplace and driving customer satisfaction, innovation and company performance;

• maintaining fair and equitable recruitment and compensation practices and fostering development and career progression based on performance and merit;

• fostering an inclusive culture that treats our workforce with fairness and respect; and

• monitoring and measuring our diversity performance and striving for continuous improvement.

To achieve the objectives set out in our policy, we have reviewed and standardised our processes for recruitment to eliminate any barriers to diversity; implemented a global grading structure to ensure equity and fairness across the organisation; developed a global learning and development curriculum to provide career opportunities for every employee; implemented succession planning and talent management processes across the organisation to identify potential employees whose skills can be further developed.

In FY16, the Board confirmed its strategies designed to increase gender diversity and agreed on gender diversity objectives. These objectives included that, by 2020, Ansell would aim to have women constituting over 30 per cent of its executive management and over 40 per cent of its senior management. Additionally, Ansell has an ongoing commitment to increase the number of female Non-executive Directors on its Board from two female to three or more female Non-executive Directors through its normal succession planning cycle to come as close as practical to 50 per cent female Non-executive Director representation.

In FY16, the proportion of our workforce currently represented by women is set out below:

Board(Non-Executive Directors)	29%(two female Non-Executive Directors out of seven)
Executive Leadership Team	19%
Manager level and above	32%

The Company’s Global Code of Conduct further supports our commitment to diversity within Ansell. It includes a dedicated section on the importance of a workplace free of harassment and discrimination, the consequences for any of our employees found to be harassing or discriminating against other of our employees and reiterates the Group’s commitment that all employment decisions, whether in relation to recruitment, promotion or remuneration, will be based on merit.

Reflecting the extensive global reach of Ansell’s businesses, the Board is committed to ensuring sufficient diversity in its composition, particularly in relation to having Directors with experience in our different markets, and will continue to review its Board succession plans to encourage further diversity.

3.2 Remuneration

Full details of the remuneration policies and practices of the Company and of the amounts paid to Non-executive and Executive Directors and the Company’s Key Management Personnel are set out in the Remuneration Report. The Remuneration Report is found in the Annual Report which is available in hard copy and online at www.ansell.com.

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ANSELL LIMITED CORPORATE GOVERNANCE STATEMENT 2016

3.3 Performance and Evaluation

The Governance Committee is responsible for establishing processes for reviewing the performance of individual Directors, the Board as a whole, and Board Committees and reviewing and finalising the matrix of skills, experience and characteristics required to be collectively met by the Board and each of the Committees.

In FY16, the Board has formally reviewed its performance using a comprehensive and structured self-assessment approach based on the individual input and responses of Directors. This included consideration of the effectiveness of the Board and its performance against the requirements of its Charter as well as an assessment of the effectiveness of the structure and the composition of the Board. A performance evaluation of each Non-executive director was also undertaken by the Chairman. The Chairman also had a performance evaluation conducted. During his evaluation, the Chair of the Human Resources Committee assumed chairmanship of the meeting with the Chairman leaving the meeting to allow the Chair of the Human Resources Committee and the Non-executive directors to undertake the evaluation in the Chairman’s absence. The Chair of the Human Resources Committee then provided feedback to the Chairman. A Professional Development Policy was also adopted in FY15 to ensure that the skills and knowledge of the individual Directors is refreshed and updated periodically.

The Board also engaged external consultants to undertake a review of the effectiveness and structure of the Board, comparing it to peer and competitor companies and advising on the skills, attributes and experience that the Board might collectively need to hold to ensure that the evolving strategic goals of the Group continue to be met in the future.

Since the date of the last report, the Board has also formally assessed the performance of the Chief Executive Officer and the Human Resources Committee has overseen the performance of the Executive Leadership Team of the Company as conducted by the Chief Executive Officer and the Company Secretary.

3.4 Nominations

All current Directors other than the Managing Director must submit for re-election every three years. The performance of Directors seeking re-election is considered by the Governance Committee and recommended to the Board to enable the Board to make a recommendation to shareholders in relation to the Director’s re-election.

New Directors are nominated by the Board, and then stand for election at the next Annual General Meeting in order to be confirmed in office. The Governance Committee has the responsibility to undertake background checks and to ensure that all material information is provided to shareholders prior to presenting the candidate for election as a Director.

The Board has an Induction Policy to assist with the onboarding of new Directors.

4. Dealing with Material Risk

Ansell is a world-class manufacturer of personal protective equipment, ranging from protective suits to supported gloves, sterile surgical gloves and condoms. Ansell has a committed workforce in excess of 16,000 employees spread across 35 countries dedicated to the manufacture, marketing and distribution of our products all around the world. In operating its business, it has recognised four main areas of risk:

• (a) Our People and Human Rights;

• (b) Engagement with the Community;

• (c) Environment and Sustainability; and

• (d) Governance

Further details of each of these risks together with other material business risks are outlined in pages 30 to 39 of the 2016 Annual Report which is published on its website, www.ansell.com.

4.1 Our People and Human Rights

The well-being of Ansell employees is vital to growing its business for the benefit of customers, shareholders and the wider community. The Company is committed to providing a healthy, safe and engaging work environment. Ansell strives to maintain a health and safety management system meeting government standards and industry best practices integrated with the profitable operation of the Company.

Ansell is also focusing on improving its diversity and inclusion through practices such as its Women’s Leadership Forum and opportunities for development through its Ansell University program. In FY17, Ansell will launch HerHealth, a program designed to increase women’s health awareness and access to health services, in its Bangalore, Xiamen and Vietnam manufacturing facilities.

Further details of these programs are found in the 2016 Annual Report.

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continued Corporate Governance Statement FY16

4.2 Engagement with the Community

Ansell recognises that its business impacts the environment and the community in which it operates. Our belief is that it is good business practice to be aware of these impacts and respond to them effectively by minimising any negative impacts arising from its operations.

The 2016 Annual Report outlines key initiatives that Ansell has taken in response to disaster relief or to provide community support or development in the communities in which it operates. Ansell has also engaged Sedex (the Supplier Ethical Data Exchange) to create a continuous improvement process in responsible and ethical supply chain management, and has piloted self assessment surveys at a majority of our manufacturing facilities – India, China, South Korea, Thailand (two sites), Lithuania, Portugal and Vietnam – as well as initiating assessments with top suppliers.

4.3 Environment and Stewardship

Ansell recognises and manages several key risks including disaster preparedness and prevention; employee health and safety; and resource efficiency.

4.3.1 Disaster Preparedness and Prevention

Ensuring that Ansell can continually supply its customers with high-quality products within the expected timeframe of the customer is critical. As part of its Crisis Management and Recovery plan, Ansell actively monitors and manages risks including the loss of a key supplier; the management of proprietary sourcing; the loss of a key warehouse or facility; and safety.

4.3.2 Employee Health and Safety

As a leader in protection solutions, the safety our workers is of paramount importance. Ansell measures, benchmarks and reports its safety statistics and these are regularly monitored by the Risk Committee. Our safety statistics for FY16 are published in the 2016 Annual Report.

4.3.3 Resource Efficiency

Ansell is committed to conducting operations in an environmentally responsible manner while striving to sustain the goals of the Company. Ansell acknowledges that reducing unnecessary waste and minimising the consumption of scarce resources is consistent with ongoing financial sustainability in terms of meeting the expectations of our stakeholders, reducing costs and minimising risks.

Through its operations, Ansell is committed to eliminating unnecessary waste, resource conservation, reducing energy consumption, water efficiency management, monitoring and reducing emissions of all pollutants and complying with relevant environmental regulations and standards. Some examples of energy-down and water-down initiatives are found in the 2016 Annual Report.

These issues are also addressed in Ansell’s Environmental Policy which is published on its website.

4.4 Governance

Good corporate governance is critical to delivering shareholder value.

The Board has adopted systems to identify and manage risks and have appropriate oversight and governance of risk. The Board and the Executive Leadership Team also lead by example to ensure that the highest standard of ethical behaviour is adopted throughout Ansell.

This report provides details of the types of governance measures which have been put in place to manage the risks of operating the Company.

4.5 Other Material Risks

There are other material risks to which the Company is exposed. These are found on page 27 of the 2016 Annual Report.

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5. ASX Corporate Governance Principles The following checklist summarises the Company’s compliance with the ASX Principles (as applicable to the Company for FY16), and provides reference to where the specific Principles are dealt with in this Report:

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Recommendation Reference Compliance
Principle 1 Lay solid foundations for management and oversight
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1.1	A listed entity should disclose:	Section 1.1	Comply
	(a) the respective roles and responsibilities of its board and management; and
	(b)those matters expresslyreserved to the board and those delegated to management.
1.2	A listed entity should:	Section 3.4	Comply
	(a) undertake appropriate checks before appointing a person, or putting forward to
	security holders a candidate 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.
1.3	A listed entity should have a written agreement with each director and senior executive	Section 1.2.1	Comply
	settingout the terms of their appointment.
1.4	The company secretary of a listed entity should be accountable directly to the board,	Section 1.2.1	Comply
	through the chair, on all matters to do with theproper functioningof the board.
1.5	A listed entity should:	Section 3.1	Comply
	(a) have a diversity policy which includes requirements for the board or a relevant
	committee of the board to set measurable objectives for achieving gender diversity and
	to assess annually both the objectives and the entity’s progress in achieving them;
	(b) disclose that policy or a summary of it; and
	(c) disclose as at the end of each reporting period the measurable objectives for achieving
	gender diversity set by the board or a relevant committee of the board in accordance
	with the entity’s diversity policy and its progress towards achieving them and either:
	(1) the respective proportions of men and women on the board, in senior executive
	positions and across the whole organisation (including how the entity has defned
	“senior executive” for these purposes); or
	(2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the
	entity’s most recent “Gender Equality Indicators”, as defned in and published under
	that Act.
1.6	A listed entity should:	Section 3.3	Comply
	(a) have and disclose a process for periodically evaluating the performance of the board,
	its committees and individual directors; and
	(b) disclose, in relation to each reporting period, whether a performance evaluation was
	undertaken in the reporting period in accordance with thatprocess.
1.7	A listed entity should:	Section 3.3	Comply
	(a) have and disclose a process for periodically evaluating the performance of its senior
	executives; and
	(b) disclose, in relation to each reporting period, whether a performance evaluation was
	undertaken in the reporting period in accordance with thatprocess.

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continued Corporate Governance Statement FY16

Principle	2 Structure the Board to 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.	Section 2.5	Comply
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversitythat the board currentlyhas or is lookingto achieve in its membership.	Section 1.2.3	Comply
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, association 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, association or relationship in question and an explanation of why the board is of that opinion; and (c)the length of service of each director.	Section 1.2.1	Comply
2.4	A majorityof the board of a listed entityshould be independent directors.	Section 1.2.1	Comply
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the sameperson as the CEO of the entity.	Section 1.2.1	Comply
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed toperform their role as directors effectively.	Section 3.3	Comply
Principle	3 Act ethically and responsibly
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b)disclose that code or a summaryof it.	Section 2.1	Comply
Principle	4 Safeguard integrity in corporate reporting
4.1	The board of a listed entity should:	Section 2.5	Comply
	(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 qualifcations 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 engagementpartner.
4.2	The board of a listed entity should, before it approves the entity’s fnancial statements	Section 2.5	Comply
	for a fnancial period, receive from its CEO and CFO a declaration that, in their opinion,
	the fnancial records of the entity have been properly maintained and that the fnancial
	statements comply with the appropriate accounting standards and give a true and fair
	view of the fnancial 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
	operatingeffectively.

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4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and	Section 2.4.2	Comply
	is available to answerquestions from securityholders relevant to the audit.
Principle	5 Make timely and balanced disclosure
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b)disclose thatpolicyor a summaryof it.	Section 2.4	Comply
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.	Introduction/ Section 2.4.4	Comply
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-waycommunication with investors.	Section 2.4.4	Comply
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourageparticipation at meetings of securityholders.	Section 2.4.4	Comply
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entityand its securityregistryelectronically.	Section 2.4.4	Comply
Principle	7 Recognise and manage risk
7.1	The board of a listed entity should:	Section 2.5	Comply
	(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.
7.2	The board or a committee of the board should:	Section 2.5	Comply
	(a) review the entity’s risk management framework at least annually to satisfy itself that it
	continues to be sound; and
	(b)disclose, in relation to each reporting period, whether such a review has takenplace.
7.3	A listed entity should disclose:	Section 2.4.3	Comply
	(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 risk management and
	internal controlprocesses.
7.4	A listed entity should disclose whether it has any material exposure to economic,	Section 4	Comply
	environmental and social sustainability risks and, if it does, how it manages or intends to
	manage those risks.

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