SUNCORP GROUP LIMITED

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Contents	Contents
Introduction ............................................................................ 3
2019–20 key developments and achievements ................. 3
1.	Suncorp’s Corporate Governance Framework ......... 5
1.1 1.2 1.3 1.4	Suncorp Board of Directors.................................................................... 5 The Board’s role, function, responsibilities and those delegated to management ...................................................................... 6 Board composition – structured to be effective and add value ..................................................................................................................... 9 Directors' conflicts of interest and related procedures ........... 9
1.5	Independence of Board and Board Chairman ...........................10
1.6 1.7 1.8 1.9 1.10 1.11 1.12	Board Skills Matrix 2020 ....................................................................... 12 Board renewal and succession planning ...................................... 15 Fit and Proper Policy................................................................................. 15 Director induction and education...................................................... 15 Directors’ remuneration .......................................................................... 16 Minimum shareholding requirement .............................................. 16 Meetings of the Board ............................................................................. 16
1.13	Directors’ access to information and independent advice .. 16
1.14	Annual Board appraisal .......................................................................... 17
1.15	Board Committee composition and responsibilities .............. 17
1.16	Subsidiary entity governance .............................................................. 18
2.	Suncorp Executive Leadership and Company
	Secretary ...................................................................... 20
2.1	Senior Executive induction and ongoing education .............. 20
2.2	Company Secretary ................................................................................. 20
3.	Responsible remuneration framework ...................... 21
3.1	Remuneration governance .................................................................... 21
3.2	Remuneration Report ............................................................................... 21
3.3	Annual evaluation of executives and their performance ...... 21
4.	Promoting responsible and ethical behaviour
	through organisational culture and conduct codes 22
4.1	Our culture .................................................................................................... 22
4.2	Code of Conduct and related policies ........................................... 23
4.3	Whistleblower protection ..................................................................... 23
4.4	Trading in Suncorp securities ............................................................ 24
4.5	No political donations ............................................................................. 24
5.	Communications with market, media, security
	holders, investors and analysts ................................. 24
5.1	Continuous disclosure ............................................................................ 24
5.2	Media relations policy ............................................................................. 25
5.3	Maintaining relationships with key investors and
	stakeholders ................................................................................................. 25
5.4	Suncorp encourages online and electronic communication
	with security holders ............................................................................... 25
5.5	Suncorp Annual General Meeting – 22 October 2020 ....... 25
5.6	Suncorp’s Office of the Group Customer Advocate.............. 25
6.	Integrity of financial reporting ................................... 26
6.1	Suncorp’s approach to financial reporting.................................. 26
6.2	Board Audit Committee oversees financial reporting .......... 26
6.3	Internal Audit ............................................................................................... 26
6.4	Integrity of Suncorp’s annual financial and corporate
	reporting ......................................................................................................... 27
6.5	Group CEO, Group CFO and CRO provide assurance ........ 27
6.6	Suncorp’s Responsible Business practices and reporting 27
6.7	External auditor – KPMG ...................................................................... 28
7.	Information technology and cyber security ............. 28
7.1	Information technology governance ............................................... 28

7.2	Cyber security ............................................................................................. 28
8.	Suncorp Enterprise Risk Management .................... 29
8.1	Approach to risk management and internal control ............. 29
8.2	Risk Management Policy ...................................................................... 30
8.3	Risk Management Framework .......................................................... 30
8.4	Chief Risk Office function .................................................................... 30
8.5	Risk culture................................................................................................... 30
8.6	Board Risk Committee .......................................................................... 30
8.7	Risk governance ......................................................................................... 31
9.	Diversity, inclusion and flexibility ............................... 31
9.1	Leadership, governance and strategy ............................................ 31
9.2	Gender equality initiatives ................................................................... 32
9.3	Flexible work arrangements ............................................................... 32
9.4	Age diversity initiatives.......................................................................... 33
9.5	Indigenous strategy ................................................................................. 33
9.6	Cultural and linguistic diversity ........................................................ 33
Compliance with the_ASX Corporate Governance_
	Council’s Corporate Governance Principles
	and Recommendations(3rd edition) ......................... 34

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

This 2019–20 Corporate Governance Statement ( Statement ) forms part of Suncorp’s 2019–20 Annual Report suite. The 2019–20 Annual Report is a summary of Suncorp’s business operations, business activities and financial position as at 30 June 2020. The 2019–20 Responsible Business Report is a summary of Suncorp's approach to responsible business practices, activities and performance as at 30 June 2020. These reports and additional information are available on the Suncorp Group website at suncorpgroup.com.au.

In this Statement, where additional information is available online, it is indicated like this:

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Introduction

Suncorp’s 2019–20 Corporate Governance Statement outlines our approach to corporate governance and our principal governance practices. These practices are reviewed regularly and revised as appropriate to reflect changes in law, and developments in corporate governance and community expectations.

The Board’s view is that an organisation’s culture must be led ‘from the top’ by directors and management, with the Board overseeing and having ultimate responsibility for the overall governance framework.

The Board:

believes high standards of corporate governance are essential to achieving Suncorp’s business objectives, which are aimed at creating value and sustainable outcomes for Suncorp shareholders, customers and the communities in which Suncorp operates
is committed to maintaining a governance framework and culture that are underpinned by integrity and ethical behaviour, and
keeps Suncorp’s governance model under continual review.

2019–20 key developments and achievements

Board renewal

The Board appointed Mr Elmer Funke Kupper as a non-executive director, with effect from 1 January 2020. Mr Funke Kupper is a respected business leader and experienced director, with a career spanning a range of industries, including financial services.

At the executive level, the Board was delighted to confirm Mr Steve Johnston as Group CEO & Managing Director ( Group CEO ) in September 2019, following his earlier appointment as Acting Group CEO in May 2019.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Responding to COVID-19

2020 has been a difficult and uncertain time for the Australian, New Zealand, and global communities, as we navigate a changed environment in response to the COVID-19 pandemic. While the Suncorp Board’s usual practice is to meet monthly, the Board held 23 scheduled meetings during 2019–20, which were at times held weekly, together with additional workshops and discussions with regulators and external advisers. Appropriate social distancing measures were implemented, to protect the health of all participants.

Responding to natural hazard events

2019–20 also saw several months of natural disasters across Australia with 12 major insurance events spanning catastrophic bushfires, floods and storms, deeply impacting many of the communities in which Suncorp operates.

The Board’s continued focus on customers

Whether during these events or during the normal course of business, the Board monitors Suncorp’s customer strategy and outcomes, both at Board meetings and through its Customer Committee. In January 2020, non-executive director Mr Lindsay Tanner succeeded the Board Chairman as Chairman of the Customer Committee. Mr Tanner and two other directors continue to oversee Suncorp’s continuous improvement approach to customer-facing conduct, culture and governance. Relevant managers, including the Group Customer Advocate, also participate in the Customer Committee’s meetings.

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– The 2019 20 Annual Report and Responsible Business Report have more information on these initiatives.

Suncorp’s remuneration framework

Suncorp’s remuneration framework aims to provide competitive rewards that attract, retain and motivate talented employees to achieve our strategic objectives by providing valued outcomes for our customers and shareholders and encouraging our employees to always do the right thing.

The Board monitors the remuneration framework’s efficacy, as well as both external and internal requirements, to ensure it supports the achievement of Suncorp’s strategic objectives and cultural aspirations.

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– The Remuneration Report in the 2019 20 Annual Report has more details.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

1. Suncorp’s Corporate Governance Framework

Suncorp’s corporate governance framework:

describes the Board’s current Committee structure which operates under a set of Board-approved charters, policies and related procedures
fosters an environment that supports compliance, clarity and transparency of Board and management accountability.

Five Board Committees support the Board in its governance role and assist with a regular review of the governance framework and associated practices, to ensure that they continue to reflect evolving regulator, market and community expectations.

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1.1 Suncorp Board of Directors

The Board provides strategic direction to Suncorp’s business and represents the interests of Suncorp customers, shareholders, employees, suppliers and communities.

Letters of appointment

Suncorp has formal letters of appointment in place with each non-executive director, setting out their appointment terms, while the Group CEO has an employment contract.

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Full biographical details for directors are on the Suncorp Group website and in section 1 of the Directors’ Report in the 2019–20 Annual Report.

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Suncorp’s Board
has 45% female
representation
among its
non-executive
directors
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SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

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All non-executive directors are members of the Nomination Committee.

1.2 The Board’s role, function, responsibilities and those delegated to management

Suncorp’s Constitution states that its business and affairs are to be managed under the Board’s direction. The Board is ultimately responsible for the sound and prudent management of the Suncorp Group.

The Board Charter:

states that the Board’s role is one of stewardship on behalf of stakeholders, ensuring the Suncorp Group remains sustainable and effective in the present and for the future
clearly sets out the Board’s role, responsibilities, powers and duties and describes those matters expressly reserved for the Board’s determination and those matters delegated to management
lists the key matters to be considered by each of the regulated operating entities in the Group.

In performing its role, the Board is committed to high standards of corporate governance practice and fostering a culture of compliance which values ethical behaviour, personal and corporate integrity, accountability, transparency and respect for others.

Other than the responsibilities specifically reserved for the Board and its Committees in their respective Charters, responsibility for management of the day-to-day business activities is delegated to the Group CEO who is accountable to the Board.

The Board regularly reviews the Board Charter and the delegation of Board authority to the Group CEO.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

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The Constitution, Board Charter and Board Committee Charters are available on the Suncorp Group website.

Board and management specific duties and accountabilities

An effective governance system allows a timely flow of information to management and the Board to help executives and directors fulfil their fiduciary duties and responsibilities. The tables on the following pages summarise those responsibilities reserved for the Board and the matters the Board has formally delegated to management.

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The Group CEO and the Executive Leadership Team (the Senior Executives who are the Group CEO’s direct reports, pictured below) support the Board to fulfil its duties. Biographical details of the Group CEO and Executive Leadership Team are available on the Suncorp Group website.

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SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

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SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

1.3 Board composition – structured to be effective and add value

Suncorp is committed to ensuring the Board’s composition continues to be effective and includes directors who bring an appropriate mix of skills, experience, expertise and diversity to the Board’s decision making.

The Company’s Constitution and Board Charter require the Board’s composition to have a minimum of five and a maximum of 13 directors, a majority of whom should be independent, non-executive directors. The composition of the Board is subject to review in several ways:

the Constitution provides that an election of directors must take place each year
in addition, no director (excluding a director who is also Managing Director), may retain office for more than three years or until the third Annual General Meeting ( AGM ) following the director's appointment, whichever is the longer. At the expiration of three years, a director seeking re-election must seek shareholder approval
nomination for re-election as a director is not automatic; it is subject to the Nomination Committee’s assessment, and in a statement accompanying the AGM Notice of Meeting, the Board confirms to shareholders whether or not it supports a retiring director's re-election
the Nomination Committee reviews the Board's composition periodically in line with the Board Renewal Policy set out in the Board Charter, either when a vacancy arises, or as part of the Board’s ongoing succession planning.

1.4 Directors' conflicts of interest and related procedures

Directors have a duty to perform their statutory obligations and to act in good faith in a way most likely to promote the success of Suncorp and, under Australian law, to avoid any position or interest that conflicts with an interest of Suncorp’s.

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The Corporations Act contains requirements for dealing with directors’ conflicts of interest.

The Board Charter, Suncorp Code of Conduct and Suncorp’s Conflict of Interest Policy establish clear rules, controls and guidance regarding the management of actual, potential or perceived conflicts of interest.

Each director is expected to disclose any business or other relationship that he or she has directly, or as a partner, shareholder, director or officer of a company or other entity that has a substantial interest in the Suncorp Group or a related entity.

The Board considers information about any such interests or relationships when assessing each director’s independence.

To ensure the appropriate management of any actual, potential or perceived conflict of interest, the Board Charter includes the following procedures:

Each director has a continuing obligation to keep the Board advised of any interest that has arisen that could potentially conflict with those of the Suncorp Group.
Where a director has an actual, potential or perceived conflict in a matter being considered by the Board, the director will:
declare that conflict of interest
not receive the relevant Board papers
not be present when the matter is considered at the meeting, and
not participate in any decision on the matter unless the Board Chairman (or if the relevant director is the Board Chairman, either the Board Risk Committee Chairman or the Board Audit Committee Chairman) determines otherwise. However, in the case of a material personal interest, the level of involvement of the relevant director will be determined by the Board (excluding the relevant director).

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Further information is in the Suncorp Board Charter and Code of Conduct.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

1.5 Independence of Board and Board Chairman

All Suncorp non-executive directors are expected to bring independent judgment to the Board’s deliberations. The Board regularly assesses the independence of its directors: on appointment, as a continuing obligation, and annually when reviewing each non-executive director’s completed independence assessment (in accordance with the ASX CGC Corporate Governance Principles and Recommendations ) (3rd edition) which directors provide as an annual attestation of their interests and independence.

All Suncorp non-executive directors bring independent judgment to Board decisions

How independence is assessed

A director's interests, position, associations or relationships will be considered relevant when assessing independence if the individual circumstances materially interfere with (or could reasonably be perceived to materially interfere with) the director’s ability to exercise independent judgment across certain or all aspects of their director role. The Board takes a qualitative approach to assessing materiality and independence on a case-by-case basis by reference to each director’s circumstances, rather than applying strict quantitative or general materiality thresholds.

Determinations regarding independence do not change any director’s obligation to manage a conflict of interest that may arise between carrying out their duties as a director and their other interests and duties (refer also to section 1.4).

The Board also gives consideration to a non-executive director’s tenure on the Board in assessing independence, but it is not determinative.

Based on its assessment, the Board considers that throughout the 2019–20 financial year, the Board Chairman and all Suncorp non-executive directors have remained independent and have satisfied the Board’s independence criteria (which align with the guidance provided by the ASX and other regulators) to remain sufficiently independent of mind on matters before the Board and able to act in the best interests of Suncorp and its stakeholders.

Suncorp Board Chairman

The Board Chairman is elected by the independent non-executive directors in accordance with the Board Charter.

Suncorp Chairman Ms Christine McLoughlin has been an independent non-executive director since February 2015 and is Chairman of the Board’s Nomination Committee, and an ex-officio member of all other Board Committees.

Ms McLoughlin’s current interests include being a non-executive director of nib holdings limited ( nib ) which has arrangements with Suncorp that relate to the distribution of nib health insurance products under Suncorp brands. The Board considers these arrangements not material and has therefore determined that the Chairman remains independent. nib has publicly communicated Ms McLoughlin’s intention to retire from the nib board in late 2020, after serving almost 10 years on that board.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Other Directors

Mr Ian Hammond is a non-executive director of Perpetual Limited ( Perpetual ). Ms Sylvia Falzon was previously a non-executive director of Perpetual, until October 2019. A wholly owned subsidiary of Perpetual (Perpetual subsidiary) has business arrangements with Suncorp:

The Perpetual subsidiary (as equity fund manager) may hold Suncorp Group Limited securities from time to time. The Perpetual subsidiary’s current shareholding is not considered a substantial shareholding under the Corporations Act.
Mr Hammond and Ms Falzon have each confirmed that as a director of Perpetual they have/had no involvement in, or influence over, any investment decisions made by the Perpetual subsidiary in relation to trading in any Suncorp security.
Suncorp pays fees to Perpetual group companies for trustee services[1] , the arrangements for which were in place prior to Mr Hammond’s and Ms Falzon’s appointment as Suncorp directors.

The Board believes this relationship does not affect Mr Hammond’s or Ms Falzon’s independence. The basis of this opinion is that the selection and management of a trustee services provider is the responsibility of management, and such decisions are made in the ordinary course of business. Accordingly, the Board has determined that the arrangements with Perpetual are not deemed material and that Mr Hammond and Ms Falzon remain independent.

Separate to these arrangements, like Suncorp, Perpetual operates a wealth management business. Suncorp’s wealth management business is overseen by an independent board which neither Mr Hammond nor Ms Falzon are directors of.

In addition:

Mr Ian Hammond receives a fixed post-termination benefit from his former employer, PricewaterhouseCoopers ( PwC ). From time to time, Suncorp Group engages PwC to provide consulting services, which are not considered material in nature or quantum. Mr Hammond does not participate in any decision to engage PwC.
Mr Lindsay Tanner is a special advisor to Lazard Australia ( Lazard ). From time to time, Suncorp Group engages Lazard to provide consulting services, which are similarly not considered material in nature or quantum. Mr Tanner does not participate in any decision to engage Lazard, nor does he contribute toward the provision of any consulting services by Lazard to the Suncorp Group.
Mr Tanner is also a non-executive director and chairman of Pacific Infrastructure Partners Pty Ltd ( PIP ). A wholly owned subsidiary of PIP ( PIP subsidiary ) provides trustee services to the Suncorp Group. Mr Tanner has confirmed that as a director of PIP he has no involvement in, or influence over, any decisions made by the PIP subsidiary in respect to the trustee services provided by the PIP subsidiary to the Suncorp Group.

Accordingly, the Board does not believe that the work performed by PwC, Lazard or the PIP subsidiary affects the independence of Mr Hammond or Mr Tanner (as relevant).

1 Perpetual Trustee Company Limited is the Trustee of Suncorp Group’s APOLLO Series Trusts, P.T. Limited is the Security Trustee of the APOLLO Trusts, and Perpetual Corporate Trust Limited is the guarantor of the Suncorp Covered Bonds Trust.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

1.6 Board Skills Matrix 2020

With respect to its composition, the Board has:

committed to ensuring its directors collectively have a sufficient mix of skills, expertise and diversity required for the effective oversight of the business
the objective of maintaining a balance between longer-serving directors with established experience and knowledge of Suncorp Group's business and history, and new directors who bring fresh perspectives
identified the requisite key skills, experience and qualities needed, both now and into the future.

Together the Board members have a broad range of financial services sector and other relevant industry skills and knowledge, combined with the extensive experience necessary to guide an organisation of Suncorp’s nature and size.

Certain Board members are also directors of other ASX-listed and non-listed companies and bring a diverse range of experience and skills across several business areas.

These skills, attributes and experience have been compiled into a Board Skills Matrix that is periodically reviewed to ensure it remains aligned with both the organisation’s needs and the shift in regulatory and community expectations as to the way boards conduct their role.

The Board Skills Matrix is also used to provide targeted learning and development initiatives for directors, and when selecting and recruiting new directors to join the Board.

The table and the graphic on the following pages, demonstrate the technical skills and expertise required on the Board and the number of current directors with a 'developed' level of capability (i.e. scoring an average of at least 3 out of 5 for each skill/area of experience), meaning that the director has a level of proficiency in that area that can be contributed to the Board by drawing on the director’s previous experience.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

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SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Board experience

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Suncorp directors’ biographies, skills and other directorships are detailed in the Directors’ Report in the –
2019 20 Annual Report.

The Board considers:

its current members have an appropriate mix of skills that enable directors to collectively discharge their responsibilities to deliver Suncorp’s strategy and corporate objectives
that each director demonstrates:
an understanding of and commitment to the highest standards of governance and risk management
competence, diligence, honesty, integrity and sound judgment
that they have sufficient time available to undertake their responsibilities to Suncorp.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

1.7 Board renewal and succession planning

Board renewal and succession planning is an important part of the governance process and the Board is committed to a continuing process of renewal and performance assessment.

During 2019–20 the Board appointed new director Mr Elmer Funke Kupper to complement the Board’s existing skills set and bring additional valued financial services sector experience to the deliberations of the Board and its Committees. Mr Steve Johnston also joined the Board as Group CEO & Managing Director in September 2019, after acting in the Group CEO role from May 2019.

The Board also undertakes an annual effectiveness review, which includes an assessment of future requirements in relation to its composition and overall performance (see section 1.14).

Once the Nomination Committee determines a new director is to be appointed, a candidate search is undertaken based on the Board’s specific selection criteria incorporating the Board Skills Matrix (referred to in section 1.6). The search includes employment screening checks to ensure a candidate’s suitability, and may be supported by external consultants, as required.

The Nomination Committee also recommends directors being nominated for re-election to the Board.

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The Nomination Committee Charter is available on the Suncorp Group website. The Board Charter contains statements on the Board Renewal Policy (and factors relevant to its decision making).

1.8 Fit and Proper Policy

Suncorp maintains a Fit and Proper Policy, in accordance with APRA’s Prudential Standard CPS 520 Fit and Proper, that assists in determining the fitness and propriety of individuals who hold positions of responsibility within Suncorp. Directors are formally assessed against this policy on appointment, and then annually, to confirm they are of good standing, and that they possess and have maintained the skills and expertise required to fulfil their roles as directors.

1.9 Director induction and education

New directors meet with the Board Chairman, the Group CEO, Senior Executives and other senior managers to gain valuable insights into Suncorp’s operations and corporate strategy.

Suncorp has a comprehensive director induction program incorporating its financial, strategic, operational and risk management position.

Ongoing director education is provided through regular management

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Directors are
assessed annually
against the
Fit and Proper
Policy
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presentations on key functions or activities; topical issues; and site visits to Suncorp operations.

Directors also engage with, and receive presentations from, employees below Senior Executive level, to deepen their insights of the Suncorp business and culture. This engagement takes place either during scheduled Board meetings, deep dive sessions (during Board meetings or as distinct briefing sessions) and site visits to office and store locations.

Directors are also offered access to relevant external education and professional development training at Suncorp’s expense.

The external auditor, KPMG, and industry experts also address the Board from time to time on matters relevant to Suncorp’s business and its operating environment. The Board develops an annual meeting work plan in advance, which is revised as required during the year.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

1.10 Directors’ remuneration

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The Remuneration Report in the 2019 20 Annual Report describes Suncorp’s policy for determining the nature and amount of fees for directors, and the strong alignment between executive remuneration practices and performance outcomes, shareholder returns, the experience of our employees and customers, and community expectations.

1.11 Minimum shareholding requirement

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Suncorp directors and Key Management Personnel ( KMP ) are subject to a minimum shareholding – requirement. More information is included in the Remuneration Report in the 2019 20 Annual Report.

1.12 Meetings of the Board

The Board’s approach is to:

meet monthly to consider matters relevant to Suncorp’s operations and performance
meet at least twice a year with Suncorp Senior Executives to consider matters of strategic importance
hold additional Board meetings and workshops as and when required throughout the year, as was the case during 2019–20, as the Group responded to COVID-19.

The Board Charter sets out the quorum for Board meetings.

Senior Executives are invited to:

attend directors’ meetings where matters relevant to their respective function are considered
present periodic deep dive sessions on topical matters (over and above the strategic discussions) to the Board.

Prior to the end of each meeting of directors, the non-executive directors meet without the Group CEO or other management representatives present.

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The number of Board meetings held during the year is disclosed in section 2 of the Directors’ Report – in the 2019 20 Annual Report, together with each director’s attendance.

1.13 Directors’ access to information and independent advice

Directors receive regular financial and operational reportsF[1] and have unrestricted access to internal records and to senior management.

To ensure directors remain equally informed on all material matters impacting Suncorp’s businesses, copies of submissions for Board Committee meetings are provided to all directors, and non-executive directors may attend meetings of any Board Committee regardless of whether they currently serve as a member of that Committee.

Directors are entitled, with the Board Chairman’s approval, to obtain, at the Company’s expense, independent professional advice relating to their role as a director. A copy of any professional advice received by a director is made available to all other Board members except where the circumstances would make that inappropriate.

1 Each director has entered into a deed that provides for access to documents, in certain circumstances, following their retirement as a director.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

1.14 Annual Board appraisal

A performance appraisal of the Board and its Committees is conducted annually. An independent consultant is engaged periodically to facilitate the appraisal. When an external consultant facilitates, the results may also be benchmarked against other companies.

In the years where an independent consultant is not engaged, the Board Chairman conducts appraisals.

Generally, the same methodology applies to both types of appraisal:

directors assess the Board's and its Committees' effectiveness in meeting the requirements of their Charters (gathering information by interviewing the directors, requesting feedback on the Board’s and Committees’ performance from Senior Executives and/or through the completion of questionnaires)
the contributions of individual directors are assessed
the Board Chairman may meet further with individual directors.

The Board discusses and considers the outcomes of the appraisal and agrees any necessary recommendations.

The Board most recently engaged an external consultant to facilitate an independent appraisal of the Board and Board Committees’ performance in 2019.

1.15 Board Committee composition and responsibilities

The Board has the ability under Suncorp’s Constitution to delegate its powers and responsibilities to Committees of the Board to allow directors to spend additional and more focused time on specific matters.

Suncorp’s five Board Committees play a crucial part in the governance framework and assist the Board in discharging its responsibilities:

Audit Committee
Customer Committee
Nomination Committee
People and Remuneration Committee
Risk Committee.

The Board Committees are comprised of:

non-executive directors only
at least three members[1] , a majority of whom must be independent
a chairman appointed by the Board.
Membership of a Board Committee is based on a director’s qualifications, skills and experience. The Board regularly reviews and approves the Board Committee Charters, chairmanship and composition.

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Each Committee’s Charter sets out its role, responsibilities, composition and structure. Committee charters are available on the Suncorp Group website 3 7T.

1 All non-executive directors are members of the Nomination Committee.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

A summary of each Board Committee’s role is set out in the table on the following page.

Each Board member has a standing invitation to, and receives all papers for, all Board Committees.

The Committee minutes are available to all directors and a written report from the Chairman of each Committee is submitted to the Board following the relevant Committee meeting.

The Board may also establish other ad hoc Board committees from time to time to deal with specific matters.

Number of Board Committee Meetings

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The number of Board Committee meetings held during 2019–20 is disclosed in section 2 of the – Directors’ Report in the 2019 20 Annual Report, together with each director’s attendance.

1.16 Subsidiary entity governance

Suncorp is the ultimate holding company of a number of subsidiary entities, many of which hold licences issued by regulatory authorities.

The corporate governance responsibilities at the subsidiary entity level support and complement the Board’s governance activities addressed in this Statement.

The activities of each subsidiary company are overseen by that company’s own board of directors. The Board’s confidence in the activities of its controlled entities stems from the calibre of the directors on its subsidiary boards, and their commitment to Suncorp’s business objectives. Board members and several of Suncorp’s senior management are also directors of significant subsidiary companies.

Suncorp Portfolio Services Limited is a superannuation trustee company with an independent board responsible for the oversight of the Suncorp Master Trust and Suncorp Pooled Superannuation Trust. For independence reasons, the Suncorp Board has a monitoring role only in relation to Suncorp Portfolio Services Limited.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

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SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

2. Suncorp Executive Leadership and Company Secretary

The Board and the Group CEO are supported by the Senior Executives on the Executive Leadership Team (who report to the Group CEO).

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The biographies of the Group CEO and Executive Leadership Team are available on the Suncorp Group website.

2.1 Senior Executive induction and ongoing education

When a Senior Executive is appointed, training is provided in relation to Suncorp’s key policies, practices and procedures, as well as information relevant to the role they will be performing and the management and business structure within which they will be operating.

Consistent with the background check process that is in place for directors, Senior Executives and other senior managers who meet the relevant selection criteria are formally assessed under Suncorp’s Fit and Proper Policy upon appointment, and then annually, to confirm they have the requisite qualifications, expertise and skills to fulfil their role and properly perform their duties and responsibilities. This is also a requirement under APRA’s Prudential Standards which apply to all the Group’s major operating entities (see section 1.8).

Suncorp supports its Senior Executives and other employees in maintaining and enhancing their industry and business knowledge, expertise and respective professional qualifications.

2.2 Company Secretary

The Company Secretary provides advice and support to, and is accountable to, the Board through the Chairman, for all corporate governance matters relating to the Board’s efficient functioning. This includes responsibility for:

advising the Board and its Committees and subsidiary entities on corporate governance matters
monitoring compliance with Board and Committee policies and procedures
coordinating the secure and timely completion of Board and Committee papers, which are distributed via a secure directors’ portal
ensuring that the business conducted at Board and Committee meetings is accurately captured in the minutes of meetings
facilitating the annual Board appraisal and the induction and professional development of new and existing directors.

Each director can communicate directly with the Company Secretary. The Company Secretary is appointed and removed by the Board.

Mr Darren Solomon LLB has been Company Secretary of Suncorp since 2010. His employment with Suncorp began in 1989 as a senior lawyer in the legal department before joining the Company Secretariat team in 2006. These details are provided in section 4 of the Directors’ Report in the 2019–20 Annual Report.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

3. Responsible remuneration framework

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Suncorp is committed to a fair, transparent and responsible remuneration framework that reinforces executive accountability as expected by shareholders, customers, employees and the wider community.

The remuneration framework provides competitive rewards that attract, retain and motivate talented employees to achieve the Group’s strategic objectives by providing valued outcomes for our shareholders and customers.

The Board will continue to review the remuneration framework in light of the major economic restructuring that is still playing out, and once the Financial Accountability Regime and APRA’s Remuneration Prudential Standard CPS 511 are finalised. The intent is to ensure it remains aligned with regulatory requirements and supports Suncorp’s strategic and cultural objectives.

3.1 Remuneration governance

In structuring remuneration, the Board People and Remuneration Committee and the Board are confident that remuneration arrangements are strategically aligned and reinforce executive accountability, responsible business practices and effective risk management as well as drive a constructive company culture. The People and Remuneration Committee:

recommends the Group’s people and remuneration framework and practices to the Board for approval
assists the Board in fulfilling its responsibilities by ensuring frameworks are in place that enable Suncorp to attract, motivate and retain talent and support the achievement of strategic and business objectives
recommends/endorses target and maximum remuneration levels and remuneration outcomes for the Group CEO and Senior Executives to the Board for approval
receives input from the Chairmen of the Audit Committee and Risk Committee, as well as external advisers and management
consults with institutional investors and proxy advisors on the
appropriateness of Suncorp’s remuneration arrangements.

The People and Remuneration Committee held six meetings and two workshops during 2019–20.

3.2 Remuneration Report

The annual Remuneration Report explains the remuneration framework and the remuneration paid to the non-executive directors, Group CEO and other KMP. The Remuneration Report also discloses the processes for evaluating the performance of the Group CEO and executive KMP, including details of the

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Suncorp is
committed to a
remuneration
structure that is
strategically aligned
and reinforces
executive
accountability
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short-term and long-term incentive structures, performance measures and outcomes, deferral arrangements and malus and clawback criteria.

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– The Remuneration Report is in the 2019 20 Annual Report and will be put before shareholders for adoption at the 2020 AGM.

3.3 Annual evaluation of executives and their performance

The Group CEO, Senior Executives, and other senior managers are assessed against a scorecard of Financial, Customer, Risk, and People and Culture performance measures which align with the Board-approved business plan. The Board also considers all other relevant factors in determining performance outcomes.

Suncorp’s performance management framework requires leaders to assess the way results are obtained in addition to assessing the actual scorecard result. The Board considers the Group CEO and Senior Executives’ behaviours as part of its judgement overlay in determining performance outcomes.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Group CEO

The Group CEO’s performance is subject to the Board’s assessment at the end of each financial year. The Board Chairman communicates the review outcomes, as approved by the Board, to the Group CEO.

Senior Executives

The Senior Executives’ performance is subject to the Group CEO’s assessment at the end of each financial year. Performance outcomes are approved by the Board and communicated to the Senior Executives by the Group CEO.

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– More details on executive performance assessment are in the Remuneration Report in the 2019 20 Annual Report

4. Promoting responsible and ethical behaviour through organisational culture and conduct codes

Suncorp’s culture is supported by a set of core principles which inform our behaviours and help us create unique experiences for each other and our customers. The three core principles are:

Doing the right thing
Being courageous
Caring for others.

The Board believes these principles will build the foundation for a strong culture and a successful business. Consistent demonstration of behaviours aligned to these principles can influence overall individual performance outcomes.

4.1 Our Culture

Supported by our core principles, Suncorp’s culture strives to align employee behaviour to deliver on our purpose. Behaviours that take into account customer, risk and performance considerations will optimise the outcomes for all stakeholders.

Building and maintaining a customer-centric workforce – that aspires to deliver excellent customer and business value – is essential to the successful implementation of the Group’s customer-aligned operating model and delivery of the business strategy.

The Board and executives recognise the importance of developing and maintaining a constructive culture by modelling appropriate behaviours, clearly communicating accountabilities, and supporting governance and corporate responsibility frameworks.

Monitoring the health of Suncorp’s culture, and taking action to reset when necessary, is fundamental. A range of feedback mechanisms on Suncorp’s culture is used, including:

employee surveys and focus groups
regular culture measurement through a bi-annual culture survey and quarterly reporting
culture assessments conducted during internal audit reviews, providing insight beyond the identification of control failures.

Suncorp continues to strengthen its approach to remuneration frameworks, accountability structures, and risk management practices to ensure employee behaviours reflect the culture that aligns customer, risk and performance considerations.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

4.2 Code of Conduct and related policies

Suncorp’s Code of Conduct:

outlines the standards of behaviour expected of the Board, executives, senior managers, leaders and all employees. In addition, anyone representing or working with us including partners, agents, suppliers and intermediaries is also encouraged to adhere to the expectations outlined within the Code.
helps ensure everyone knows what it means to do the right thing by Suncorp, our customers, suppliers, partners, intermediaries, shareholders and each other.
endeavours to promote behaviour that ensures people feel valued, respected and supported, that business activities are conducted honestly and with integrity and that there is compliance with legal and regulatory obligations and industry codes of practice.

Suncorp values and rewards exemplary behaviours and is also serious about managing misconduct. We are all expected to follow our Code and those who do not face consequences that may include termination of employment. We are committed to maintaining a strong link between conduct, performance and remuneration outcomes by ensuring misconduct is met with appropriate consequences. If employees do not adhere to our Code, their short-term incentive can be scaled down (to nil).

The Code of Conduct is underpinned by relevant legislation and regulatory requirements that are in operation in Australia and New Zealand, including all relevant industry codes of practice. It is also supported by all of Suncorp’s Policies and Standards.

To support the use of Suncorp’s Code of Conduct, we:

publish the Code to our people and publicly for our stakeholders
provide access to our Code to the people it applies to
review our Code every two years
train our people on the Code every year
require those covered by the Code to acknowledge acceptance of the Code every year
use the Code with our employees in reviews of their performance and remuneration decisions, as well as when determining appropriate disciplinary outcomes
disclose metrics on adherence to the Code and its use in taking formal disciplinary action.

4.3 Whistleblower protection

Suncorp fosters a culture that promotes and supports the raising of reportable conduct. Easily accessible and flexible procedures are outlined in Suncorp’s Whistleblower Policy enabling reportable conduct to be raised on an anonymous basis through a number of channels.

These include:

via the Suncorp Whistleblower Service (an independent and confidential channel)
directly to the Whistleblower Protection Officer and/or the Whistleblower Executive Champion
directly to a nominated eligible recipient
directly to the regulator or in the case of reportable conduct in New Zealand, to the appropriate authority (provided specific requirements as outlined in the Protected Disclosures Act are met).

Non-Whistleblower related matters can also be raised with leaders and where related to a customer outcome, with the Suncorp Office of the Group Customer Advocate.

Under the Suncorp Whistleblower Policy, employees (and former employees), responsible persons, directors, contractors, and service providers (such as auditors, consultants and suppliers) are encouraged to raise any concerns about activities or behaviour that may be unlawful or unethical. Concerns may include conduct, deliberate or otherwise, that may cause material financial or non-financial loss to Suncorp or otherwise be materially detrimental to the interests of Suncorp, including tax affairs.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

4.4 Trading in Suncorp securities

The Corporations Act 2001 ( Corporations Act ) and Suncorp’s Securities Trading Policy prohibit directors, executives and all employees from trading in Suncorp securities at any time while in possession of price-sensitive information. In addition:

directors and prescribed persons are prohibited from trading in Suncorp securities at certain times surrounding the release of Suncorp’s half-year and full-year financial results to the ASX, and the date of the AGM
directors and employees must not enter into a hedging transaction that is designed to limit the economic risk of a holding in Suncorp securities.

Approval to trade is coordinated by the Company Secretary, who is also responsible for reporting all transactions by directors and prescribed persons in a timely manner to the Board, and to the ASX (in the case of directors).

4.5 No political donations

During the 2019–20 financial year Suncorp made no political donations.

5. Communications with market, media, security holders, investors and analysts

Suncorp is committed to fair and timely market disclosure and to ensuring the market is fully informed of its strategy and financial performance by providing equal access to information for security holders, investors and analysts and other stakeholders.

5.1 Continuous disclosure

Suncorp’s Disclosure Policy and associated procedures:

set out the Group’s processes to ensure awareness and compliance with its continuous disclosure obligations
regulate the timely communication of market-sensitive information
outline the processes for ensuring material information is not disclosed on a selective basis
apply to all Suncorp directors, officers, employees, officers, external workers, advisers and consultants.

The Group Chief Financial Officer ( Group CFO ) is designated the Corporate Disclosure Officer and is ultimately accountable for:

ensuring compliance with continuous disclosure requirements (both under the ASX Listing Rules and the Corporations Act, and taking into account the Federal Treasurer’s temporary modifications in light of COVID-19)
coordinating the disclosure of information to the ASX, shareholders, investors, analysts, the media and the public.

Suncorp also has a Disclosure Committee to assist the Corporate Disclosure Officer in ensuring compliance with Suncorp’s continuous disclosure obligations. The Disclosure Committee meets regularly and as required and consists of the Group CEO, the Group CFO, the Group General Counsel, the Executive General Manager Corporate Affairs & Investor Relations, the Head of Investor Relations, and any other relevant participants that the Group CFO may include from time to time.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

5.2 Media relations policy

The Group’s media and social media channels are used to promote Suncorp, its brands, products, services and interests in a balanced and positive way, while protecting Suncorp’s reputation.

The Group’s Media and Social Media Policy sets out the minimum requirements that apply to employees when providing verbal or written information to persons or organisations outside of Suncorp through media and social media channels. It also informs employees of their responsibilities when using social media.

Employees must not comment to the media or provide written information to persons or organisations outside of Suncorp through the media on behalf of Suncorp unless they are expressly authorised to comment by the Suncorp Group Corporate Affairs team.

5.3 Maintaining relationships with key investors and stakeholders

Suncorp’s Investor Relations team coordinates an active investor relations program to maintain dialogue with institutional investors, retail investors and market analysts through result announcements, meetings, presentations, and other ad hoc events.

The program includes domestic and international investor roadshows, conferences and briefings.

Any material information is released to the ASX prior to briefings with investors or analysts, and is then published on the Suncorp Group website.

5.4 Suncorp encourages online and electronic communication with security holders

Suncorp’s ASX announcements are automatically published on the Suncorp Group website, enabling access by the broader investment community. Interested parties can register to receive news updates.

Suncorp seeks to continually improve its online and electronic communications and the functionality of the website and encourages security holders to receive shareholder reports and other communications electronically.

Shareholders are encouraged to, and do, regularly communicate electronically with Suncorp’s share registry, Link Market Services, on all shareholder-related matters.

5.5 Suncorp Annual General Meeting – 22 October 2020

The 2020 Suncorp AGM will be held on Thursday, 22 October 2020, at 10am Brisbane time (11am Sydney time). In light of the evolving COVID-19 environment, the 2020 AGM will be held in an entirely online format.

A Notice of AGM is sent to shareholders at least 28 days in advance of the meeting – this material includes explanatory notes that clearly explain the nature of the AGM business and the resolutions to be put to shareholders.

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Suncorp’s 2020
AGM will be held
on Thursday
22 October 2020,
in an online format
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The AGM begins with addresses by the Chairman and Group CEO, followed by a question and answer session led by the Chairman.

The AGM voting results are lodged with the ASX as soon as practicable after the AGM and published on Suncorp’s website.

Shareholders are encouraged to participate in the AGM each year. Shareholders may vote and ask questions during the AGM or in advance of the meeting or may appoint a proxy to attend and vote on their behalf during the AGM. These options will remain available to shareholders for the 2020 online AGM.

5.6 Suncorp’s Office of the Group Customer Advocate

Suncorp established its Office of the Group Customer Advocate in 2017 to champion the voice of the customer. The Group Customer Advocate has a standing invitation to report to the Board Customer Committee, and the Board Risk Committee (as required), on the Office’s activities. In addition, the Group Customer Advocate meets regularly with the Chairman and Group CEO to discuss key customer matters.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Strengthening support for customers who may be experiencing vulnerability continues to be a priority and Suncorp has continued to enhance its specialised ‘hubs’, which provide a tailored experience to match our customers’ individual needs, including customers in vulnerable circumstances. We have also built partnerships with many community organisations so our customers can be referred on for continued expert support (at no cost to our customers). We also continue to focus on upskilling our customer-facing teams and to work with external stakeholders and consumer groups to drive industry change.

During 2019–20, the Group Customer Advocate Office reviewed several complex and sensitive customer complaints, focusing on improved outcomes and resolution for Suncorp customers. The Office of the Group Customer Advocate continues to work with the Banking & Wealth and Insurance teams to deliver key changes to improve the identification and support provided to customers experiencing vulnerability.

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More information about the Group Customer Advocate is in the Trust and Transparency section of the 2019–20 Responsible Business Report.

6. Integrity of financial reporting

6.1 Suncorp’s approach to financial reporting

Suncorp’s approach to financial reporting is based on three core principles:

that its financial reports present a true and fair view of the financial position and performance of Suncorp and its consolidated entities
that its accounting methods comply with the relevant Australian accounting standards and policies, and
that its external auditor is independent and serves shareholders’ interests.

The Board, through the Board Audit Committee, monitors Australian as well as international developments relevant to these principles, and reviews Suncorp’s practices accordingly. The Board delegates responsibility for risk management reporting between the Audit Committee and the Risk Committee. Similarly, the Board delegates responsibility for the preparation of remuneration reports (and disclosures) to the Board People and Remuneration Committee.

6.2 Board Audit Committee oversees financial reporting

The Board Audit Committee is responsible for assisting the Board and other Committees to fulfil their statutory and fiduciary responsibilities with respect to overseeing Suncorp’s financial and operational control environment.

The Audit Committee also monitors internal control policies to maintain the integrity of financial and corporate reporting.

The Audit Committee consists of independent, non-executive directors.

The Audit Committee met six times during 2019–20.

The Group CEO, Group CFO, Chief Risk Officer ( CRO ) and the internal and external auditor are invited to meetings at the discretion of the Audit Committee Chairman. The Audit Committee also holds regular discussions with the auditors in the absence of management.

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A summary of the Audit Committee’s key responsibilities is set out in section 1.15 and full details are in its Charter.

6.3 Internal Audit

The Audit Committee has adopted an Internal Audit Charter. The objectives of Internal Audit include:

assessing whether risks have been adequately identified and assessed
assessing whether internal controls (including management oversight processes) are properly designed, and are consistently and effectively operating to mitigate those risks
conducting investigations on behalf of the Audit Committee, senior management and regulators as required.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Members of the Internal Audit team have unrestricted access to all Suncorp activities, records, property and personnel.

The Executive General Manager Internal Audit has a direct reporting line to the Audit Committee Chairman and unrestricted access to the Audit Committee. The Internal Audit function is independent of the external auditor.

6.4 Integrity of Suncorp’s annual financial and corporate reporting

The Board receives regular management reports about Suncorp’s financial condition and operational results, including monthly reports on financial results reported against budget, and updates on forecasts.

Suncorp’s annual reporting suite of documents is subject to a thorough legal review and verification process, and is reviewed by the external auditor KPMG who provides the independent auditor’s report on the financial report prior to its release to the ASX.

A steering committee (comprising the Group CFO, the Executive General Manager Corporate Affairs & Investor Relations, the Head of Company Secretariat, the Head of Risk Enablement, the Head of Reward and the CFO Finance Services) oversees the preparation of the annual reporting documents.

The Audit Committee has reviewed the integrity of the Company’s Annual Report and financial statements for the financial year ended 30 June 2020 and confirmed that they comply with accounting standards and present a true and fair view of the Company’s financial position as at 30 June 2020 and of its performance for the 2019–20 financial year.

6.5 Group CEO, Group CFO and CRO provide assurance

When the Board considers the Suncorp statutory financial statements and reports in February and August each year, written certifications regarding the integrity of those financial statements and the risk management and internal compliance and control systems are provided by the Group CEO, Group CFO and CRO. Before publication, the Group CEO, Group CFO and CRO have provided:

a written declaration regarding the integrity of the financial statements of the Suncorp Group for the 2019–20 financial year
assurance that Suncorp Group's risk management and internal compliance and control systems are operating effectively in all material respects.

These certifications meet the requirements of section 295A of the Corporations Act and are based on responses management provide to a management certification questionnaire, which is designed to provide an assurance to directors on matters that may impact the financial statements of Suncorp companies.

6.6 Suncorp’s Responsible Business practices and reporting

Suncorp is committed to improving business practices to optimise economic, social and environmental outcomes, as it strives to strengthen trust and maintain its social licence to operate.

Suncorp’s corporate responsibility commitments contribute to its overarching purpose of building futures and protecting what matters.

Suncorp completes regular materiality assessments to help identify and prioritise the topics of most significance for the business to address. It also helps Suncorp make informed and balanced decisions that reflect the needs and expectations of the business, stakeholders and society, both now and in the future.

Suncorp proactively manages these material topics through the four key Corporate Responsibility Principles of: Trust and Transparency, Responsible Financial Services, Sustainable Growth, and Resilient People and Communities.

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Details of how Suncorp is responding to these topics, and how the Principles are integrated into Suncorp’s business policies and practices, as well as performance highlights and future activities are discussed in the 2019–20 Responsible Business Report.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

6.7 External auditor – KPMG

The external auditor’s role is to provide an independent opinion that Suncorp’s financial reports are true, fair and comply with applicable regulations.

For the 2019–20 financial year Suncorp’s external auditor is KPMG. KPMG has a partner rotation policy that requires the signing and engagement partner to change every five years in accordance with the requirements of the Corporations Act. The Board has endorsed the rotation policy.

KPMG provides a written report, to each Audit Committee meeting, on audit and non-audit services provided to Suncorp Group and the associated fees for those services (which are disclosed each year in the Directors’ Report within the Annual Report).

The Board approved an Auditor Independence Policy which outlines its responsibility for overseeing the external audit of Suncorp, monitoring KPMG’s independence and conducting annual performance reviews. The Auditor Independence Policy also requires services provided by the external auditor to be pre-approved prior to engagement commencing.

KPMG also confirms its independence as auditor has been maintained in relation to the Suncorp Group, in accordance with policies, professional rules and statutory requirements.

KPMG attends the AGM to answer questions from shareholders regarding the conduct of its audit, the audit report and financial statements, and auditor independence.

7. Information technology and cyber security

7.1 Information technology governance

Suncorp relies on its information platforms to:

support its business activities

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provide reliable, secure and innovative technology solutions that meet regulatory standards, adapt to changing business requirements and provide efficient connectivity to our customers.

The capabilities of Suncorp’s Technology and Transformation team ( T&T ) reflect customers’ expectations that critical infrastructure, applications and services are available, functional and performing. System resilience, cyber security and risk management are key components in Suncorp’s information technology governance framework.

Data is a critical enabler of the technology strategy, and delivering data capabilities encompasses three key elements:

data infrastructure (governance, security and quality)
data enablement (including artificial intelligence and data science)
the Group’s processes that govern its ability to contact customers.

Suncorp continues to focus on data governance to reduce data risks. Honouring consent and privacy are key obligations in the use of customer data. Suncorp continues to invest in customer data management capabilities and data governance.

Suncorp’s technology strategy is committed to building capability across stores, contact centres and digital channels that meets the needs of its customers and employees. Suncorp’s digital capabilities enable a modernised business with reduced operational costs, while supporting targeted growth and more personalised engagement with customers.

7.2 Cyber security

Customers are increasingly using digital channels to manage their finances.

Suncorp’s people rely on technology to manage the day-to-day operations of the business. Protecting and managing data is critical to maintaining the trust and confidence of Suncorp’s stakeholders, and building the resilience of the business.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Suncorp continues to invest in and uplift its information security capability, including threat assessment and response, and information security controls design and effectiveness, through a dedicated annual program of work.

Suncorp continually reviews security threats to the organisation and has a comprehensive range of security controls in place to protect customers and the organisation from information security threats.

These are designed, implemented and tested by a dedicated Cyber Security function within Suncorp’s Chief Information Office.

The Technology Risk Management Committee and the Board Risk Committee provide oversight and visibility of information security risk and ensure alignment with risk appetite and the broader Enterprise Risk Management Framework.

Suncorp implements a broad set of security controls including:

robust firewall protection
automated security detection and response capabilities
real-time fraud monitoring to detect threats.

Suncorp works closely with the banking industry, the Australian High-Tech Crime Centre and the Australian Federal Police.

The Suncorp Fraud Detection team ensures an immediate response to suspicious account activity and provides early detection of potential cases of fraud.

Suncorp is a member of the Australian Computer Emergency Response Team ( CERT Australia ), which notifies companies of online criminal activity globally.

Suncorp’s information security incident management and response plan forms part of its broader disaster recovery and business continuity. A dedicated Critical Incident Management team responds to and mitigates against critical technology incidents and the Suncorp Incident Response team coordinates communications and response activities.

Suncorp’s Internal Audit team regularly conducts information security audits including in relation to control design and effectiveness, operations, policy, and governance.

The Board has ultimate responsibility for information security and risks are reported to the Board at least quarterly through the Board Risk Committee.

8. Suncorp Enterprise Risk Management

8.1 Approach to risk management and internal control

The Board recognises that a strong risk culture, good governance and effective risk management are essential to achieving Suncorp’s strategy and business plan and maintaining Suncorp’s social licence to operate.

Suncorp has systems, policies, processes and people in place to identify, measure, analyse, monitor, report and control or mitigate internal and external sources of material risk.

Effective risk management is supported by:

an independent risk function (Chief Risk Office) that oversees and challenges the business in its risk taking
a clearly articulated risk appetite that is aligned to the Suncorp strategy and sets out the nature and degree of risk the Board is willing to accept in the pursuit of business objectives
the monitoring of Suncorp’s risk and compliance maturity and targeted actions to continually increase risk management capability, including risk management outcomes in the assessment of performance
an Enterprise Risk Management Policy and Framework which requires the business to take accountability for risk management and own its risk decisions.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

8.2 Risk Management Policy

Suncorp’s Risk Management Policy sets out:

the minimum standards to manage the risks that Suncorp is exposed to as it implements its strategic and business objectives
roles and responsibilities including the Three Lines of Defence model for risk management accountability.

The policy is supported by the Enterprise Risk Management Framework ( ERMF ) which represents Suncorp’s Risk Management strategy.

8.3 Risk Management Framework

Suncorp’s ERMF applies to Suncorp and all its regulated entities. It lays the foundation for the approach to risk management and will continue to evolve with the business strategy and operating environment. The ERMF:

links risk appetite to strategic business and capital plans
supports a risk-aware culture
sets out accountabilities and governance arrangements for the management of risk within the Three Lines of Defence model
establishes processes to identify and manage risk
enhances business risk-based decision making.

The Board approves the ERMF following consideration by the Board Risk Committee.

It is subject to biennial review and updated for material changes when required. The ERMF was reviewed and updated during 2019–20, in response to COVID-19.

8.4 Chief Risk Office function

The Chief Risk Office supports Suncorp to achieve its purpose of ‘building futures and protecting what matters’ through the vision of encouraging smarter decisions, improving customer outcomes and supporting Suncorp’s resilience.

The vision is underpinned by the Risk Principles. These principles articulate key characteristics, behaviour and expectations to guide and influence the practice of risk and compliance management and support achievement of Suncorp’s desired cultural traits of care, courage and doing the right thing.

Consistent with these principles, Suncorp is investing in several initiatives to enhance the way risk is managed, supporting leaders to better own and manage their risks, obligations and accountabilities. These initiatives take into consideration business objectives, regulatory requirements, industry events, and emerging risks.

8.5 Risk culture

Suncorp’s risk culture is a core component of Suncorp’s overall culture (see section 4.1), where risk awareness, transparency and accountability are valued.

8.6 Board Risk Committee

The Board Risk Committee assists the Board in overseeing Suncorp’s identification, assessment and management of risk, its adherence to internal risk management policies and procedures, monitoring risk culture across Suncorp, and considering actions required to ensure a sound risk culture is established. (Refer also to section 1.15 for the Risk Committee’s remit).

A member of the Risk Committee is also a member of the People and Remuneration Committee. The Risk Committee met seven times during 2019–20.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

8.7 Risk governance

The Board’s governance responsibilities include approval of and setting the Group’s risk appetite.

The Group CEO and the Executive Leadership Team have authority to establish management committees to ensure the smooth operation of the business and assess day-to-day business performance.

The CRO’s and function CROs’ attendance at Board and management committee meetings is required for committees that monitor and oversee material risks.

The CRO and function CRO representatives have authority to challenge decisions and may escalate matters through functional reporting lines and to the Board’s Risk Committee, Audit Committee and the New Zealand Board Audit and Risk Committees when needed.

Accountability for the governance of risk management exists at two levels. Primary accountability rests with the Board, the Risk Committee and the Audit Committee; the second rests with management, in the execution of the ERMF and application of the Three Lines of Defence model.

Specifically relating to risk management and internal controls, the Board:

approves and oversees the process developed by management to ensure business risks are identified
approves and oversees systems of risk management, risk appetite, regulatory compliance, control management and associated Suncorp policies to manage those risks
monitors management’s implementation of, and compliance with, these systems and controls.

9. Diversity, inclusion and flexibility

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Suncorp aspires to be one of the most inclusive places to work in Australia and New Zealand by providing an open, inclusive and accessible work environment for all its people regardless of age, gender, sexuality, ability or cultural background.

Suncorp believes its people will be their best when the workforce is as diverse, talented and passionate as the communities in which they live and operate. This fosters greater innovation, a deeper understanding of customers’ needs and ultimately improved business performance. It also means employees can be themselves at work, feeling valued and respected for their perspectives and contributions.

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Suncorp’s policy on diversity and inclusion is contained within its Equal Employment Opportunity & Diversity Policy.

9.1 Leadership, governance and strategy

At Suncorp, diversity, inclusion and flexibility have the highest level of commitment and support. The Group CEO chairs the Suncorp Diversity Council which meets quarterly and the Executive Leadership Team reviews and discusses progress against key diversity measures monthly.

The Diversity Council has the following key objectives:

to oversee implementation of the Diversity and Inclusion Plan and make recommendations to the Executive Leadership Team
to track progress against objectives and initiatives
to champion diversity and inclusion initiatives.

The Board, Executive Leadership Team and Diversity Council annually approve the Diversity and Inclusion Plan which has five areas of focus: Gender equality, Inclusion, Age diversity, Indigenous commitment and Cultural diversity.

Suncorp’s people are encouraged to build a more diverse, inclusive and flexible workforce. Leaders are expected to take practical steps to increase the workforce’s diversity, ensure people feel included within the workplace and promote the application of flexible working.

Suncorp offers training on diversity and inclusion, including an annual compliance module for all employees.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

9.2 Gender equality initiatives

Suncorp leaders believe workplace gender equality is achieved when all Suncorp people are able to access the same rewards, resources and opportunities regardless of their gender.

This commitment to gender equality is reflected in Suncorp’s progress towards its gender equality goals. Suncorp continues to maintain gender balance across its total leader population. However, the proportion of females in senior leader roles has decreased, which left Suncorp slightly short of the 2019–20 target of 45 per cent. Attraction and retention pipelines for women are key focus areas to regain Suncorp’s favourable position.

As at 30 June 2020, the percentage of women the Suncorp Group employed across directors, leaders and all roles was:

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1 The Group CEO and employees up to four organisational levels below the Group CEO

2 All employees with people leadership responsibilities as well as senior specialists

Suncorp has a range of initiatives to support gender equality, including:

committing to eliminate the Gender Pay Gap, starting with a 5-percentage point reduction over the next five years
aligning parental entitlements with industry and community expectations
joining the Male Champions of Change institute which leverages the power of high-profile men to achieve change on gender equality
reinforcing our commitment to gender pay equity, by undertaking gender pay equity reviews twice a year
providing paid domestic and family violence leave.

Suncorp has complied with its 2020 reporting obligations under the Workplace Gender Equality Act 2012 (Cth) and in February 2020 was recognised as an Employer of Choice for Gender Equality by the Workplace Gender Equality Agency for the seventh consecutive year.

9.3 Flexible work arrangements

Flexible work offerings are a crucial contributor to an inclusive culture and Suncorp is proud to have established a leading position in this area, which enabled a swift transition to Group-wide remote working practices in response to COVID-19.

When surveyed, Suncorp employees said workplace flexibility was one of the best things about working at Suncorp. There is an extensive range of flexible working provisions on offer and Suncorp continues to look for opportunities to help its people to better manage their lifestyle options. Throughout all of 2019–2020, 84 per cent of Suncorp’s people took advantage of flexible working options.

Inclusion initiatives

Initiatives supporting inclusion at Suncorp include:

co-sponsoring the 2019 Inclusion@Work Index (with the Diversity Council of Australia)
fostering the establishment and growth of employee resource groups, including:
Amplify: which champions inclusion of Suncorp’s LGBTIQ+ community
Servus: for employees with links to the Defence Force and Emergency Services communities
EnAble: for employees with disabilities, their carers and allies
promoting Leading Inclusively training modules to support inclusivity in all areas of the employee lifecycle.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

9.4 Age diversity initiatives

Suncorp champions age diversity to better reflect the composition of the Australian and New Zealand workforce. This includes a focus on supporting mature-age employees (defined as employees aged 55 years and over) who have significant industry and ompany insights, wisdom, and specialist knowledge to share with others. Mature-age attraction, retention and engagement strategies have been developed and as at 30 June 2020, mature-age employees made up 11.9 per cent of Suncorp’s population.

Suncorp’s initiatives in support of age diversity include:

supporting the Life-X employee resource group which promotes the attraction, retention and knowledge sharing of mature-age employees
supporting the Evolve employee resource group who provide a platform to employees who identify as future thinkers and emerging leaders
establishing an intergenerational mentoring program to encourage reciprocal learning and multigenerational relationships.

9.5 Indigenous strategy

Initiatives aligned with Suncorp’s Reconciliation Action Plan and Financial Inclusion Action Plan, in support of Indigenous employees at Suncorp include:

creation of an Indigenous Employment Pathway to support attraction and recruitment
successfully placing Career Trackers Indigenous interns
offering cultural activities to build awareness
developing support guides for working with Aboriginal and Torres Strait Islander employers to foster an inclusive work environment.

9.6 Cultural and linguistic diversity

Initiatives aligned with Suncorp’s Financial Inclusion Action Plan in support of culturally and linguistically diverse employees at Suncorp include:

creation of an Employment Pathway Program for refugees and migrants with humanitarian needs to support attraction and recruitment
launch of an employee resource group, Arise, which will focus on leadership for employees who are culturally or linguistically diverse
establishment of an annual calendar of events to celebrate cultural diversity throughout the year
continuation of the partnership with Multicultural Australia and Settlement Services International to provide job readiness training, career mentoring, Suncorp employment pathways, financial literacy workshops, cultural capability training, and support for community events.

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More details on our initiatives and performance are in the Resilient People and Communities section of the 2019–20 Responsible Business Report.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd edition)

This Corporate Governance Statement ( Statement ) for Suncorp Group Limited (the Company) reports on the corporate governance framework, policies and practices of the Company and its subsidiaries (the Suncorp Group, Suncorp or the Group), where these apply, and highlights where related governance documents and other information are located on the Suncorp Group website. The Suncorp Board of Directors has approved this Statement and the representations made are accurate as at 21 August 2020.

Suncorp, as an entity admitted to the official list of the Australian Securities Exchange ( ASX ) with an official ASX listing, must comply with the ASX Listing Rules, as well as the Corporations Act 2001 ( Cth ) and other Australian laws. The ASX Listing Rules require Suncorp to report on how it has followed the corporate governance recommendations contained in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 3[rd] edition ( ASX CGC Principles ). Throughout the reporting period (being the financial year ended 30 June 2020), Suncorp’s governance arrangements were consistent with the ASX CGC Principles. Suncorp proposes to adopt the 4[th] edition of the ASX CGC Principles for the 2020–21 financial year, when they come into effect.

As an entity regulated by the Australian Prudential Regulation Authority ( APRA ), Suncorp also complies with the governance requirements prescribed under APRA’s Prudential Standard CPS 510 Governance .

Information on Suncorp’s governance framework is also provided on the Suncorp Group website and includes Board and Committee charters, and many of the policies and documents mentioned in this Statement.

References in this Statement to ‘2020’ mean the financial year ending 30 June 2020. Unless otherwise indicated, references to ‘Suncorp’, ‘Group’ or ‘Suncorp Group’ mean Suncorp Group Limited and its controlled entities. References to ‘the website’ are to suncorpgroup.com.au.

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Suncorp’s 2019–20 Annual Report was published on 21 August 2020 (and is available on the website at suncorpgroup.com.au). Suncorp’s Appendix 4G (a checklist to cross reference the disclosures made in this Statement to the ASX CGC Principles) is available at suncorpgroup.com.au.

SUNCORP 2019–20 CORPORATE GOVERNANCE STATEMENT

Appendix 4G

Key to disclosures: ASX Corporate Governance Council Principles and Recommendations

Name of entity

ABN Financial year ended 66 145 290 124 30 June 2020

Our Corporate Governance Statement for the above period above can be found at:

☒ suncorpgroup.com.au/about-us/governance.

The Corporate Governance Statement is accurate and up to date as at 21 August 2020 and has been approved by the Board. The annexure includes a key to where our corporate governance disclosures can be located. Date: 21 August 2020

Name of Company Secretary authorising lodgment: DARREN SOLOMON

Annexure – Key to Corporate Governance Disclosures

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 A listed entity should disclose:
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.
… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (sections 1.1 and 1.2)
… and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management):
☒ in our Corporate Governance Statement (sections 1.1 and 1.2)

1.2 A listed entity should:

a. undertake appropriate checks before appointing a person, or putting forward to securityholders 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 setting out the terms of their appointment.
… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (section 1.7)
☒ in our Notice of AGM at suncorpgroup.com.au (available in late September 2020)
… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (section 1.1)
☒ in section 6 of the Remuneration Report contained within the 2019–20 Annual Report at suncorpgroup.com.au
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.
… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (section 2.2)
☒ in our Suncorp Group Board Charter

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.5 A listed entity should:

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:
the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or
… the fact that we have a diversity policy that complies with paragraph (a):
☒ in our Corporate Governance Statement (section 9)
… and a copy of our Equal Employment Opportunity & Diversity Policy or a summary of it:
☒ at suncorpgroup.com.au
… and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them:
☒ in our Corporate Governance Statement (section 9.2)
… and the information referred to in paragraphs (c)(1) or (2):
☒ in our Corporate Governance Statement (sections 1.1 and 9.2)
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.

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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

1.7 A listed entity should:

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 that process.
… the evaluation process referred to in paragraph (a):
☒ in our Corporate Governance Statement (sections 1.7 and 1.14)
… and the information referred to in paragraph (b):
☒ in our Corporate Governance Statement (section 1.14)
… the evaluation process referred to in paragraph (a):
☒ in our Corporate Governance Statement (section 3.3)
☒ in section 2 of the Remuneration Report which is contained in the 2019–20 Annual Report at suncorpgroup.com.au
… and the information referred to in paragraph (b):
☒ in our Corporate Governance Statement (section 3.3)

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

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
6. … the fact that we have a Nomination Committee that complies with paragraphs (1) and (2):
7. ☒ in our Corporate Governance Statement (section 1.15)
8. … and a copy of the charter of the committee:
9. ☒ at suncorpgroup.com.au
10. … and the information referred to in paragraphs (4) and (5):
11. ☒ in our Corporate Governance Statement (section 1.1 and 1.15)
12. ☒ in section 2 of the Directors’ Report in the 2019–20 Annual Report at suncorpgroup.com.au
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.
2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership

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.

2.4 A majority of the board of a listed entity should be independent directors.

… our Board Skills Matrix:
☒ in our Corporate Governance Statement (section 1.6)
… the names of the directors considered by the board to be independent directors:
☒ in our Corporate Governance Statement (section 1.1)
… and, where applicable, the information referred to in paragraph (b):
☒ in our Corporate Governance Statement (section 1.5)
… and the length of service of each director:
☒ the term of office is disclosed in our Corporate Governance Statement (section 1.1) and in the directors’ profiles in section 1 of the Directors’ Report in the 2019–20 Annual Report at suncorpgroup.com.au

… the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (sections 1.1 and 1.3)
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.
… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (section 1.5)

We have followed the recommendation in full for the whole of the period above. We have disclosed …

Corporate Governance Council recommendation

PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE

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 to perform their role as directors effectively.
… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (section 1.9)

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 summary of it.
… our code of conduct or a summary of it:
☒ is referred to in our Corporate Governance Statement (sections 1.4 and 4.2)
☒ a copy of the Code of Conduct is at this location suncorpgroup.com.au

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

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.
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.
… the fact that we have an Audit Committee that complies with paragraphs (1) and (2):
☒ in our Corporate Governance Statement (sections 1.15 and 6.2)
… and a copy of the charter of the committee:

☒ at suncorpgroup.com.au

… and the information referred to in paragraphs (4) and (5):
☒ in our Corporate Governance Statement (sections 1.1, 1.6 and 6.2 and section 1 of the Directors’ Report in the 2019–20 Annual Report at suncorpgroup.com.au

☒ and in section 2 of the Directors’ Report in the 2019–20 Annual Report at suncorpgroup.com.au

… the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (sections 6.1, 6.2, 6.4 and 6.5)

Corporate Governance Council recommendation

4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from securityholders relevant to the audit.

We have followed the recommendation in full for the whole of the period above. We have disclosed …

… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (section 6.7)

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
… our continuous disclosure compliance policy or a summary of it:
☒ in our Corporate Governance Statement (section 5.1) we provide a summary ☒ at suncorpgroup.com.au we provide the Disclosure Policy
b. disclose that policy or a summary of it.

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.
… information about us and our governance on our website:
☒ at these locations:

suncorpgroup.com.au/about

suncorpgroup.com.au/about/corporate governance suncorpgroup.com.au/about/history
6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.
6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.
… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (section 5.3)
… our policies and processes for facilitating and encouraging participation at meetings of securityholders:
☒ in our Corporate Governance Statement (sections 5.4 and 5.5)
6.4 A listed entity should give securityholders the option to receive communications from, and send communications to, the entity and its security registry electronically.
… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (section 5.4)

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

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.
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
b. disclose, in relation to each reporting period, whether such a review has taken place.
… the fact that we have a Risk Committee that complies with paragraphs (1) and (2):
☒ in our Corporate Governance Statement (sections 1.15 and 8.6)
… and a copy of the charter of the committee:
☒ at suncorpgroup.com.au
… and the information referred to in paragraphs (4) and (5):
☒ in our Corporate Governance Statement (sections 1.1, 1.15 and 8.6)
☒ and in section 2 of the Directors’ Report in the 2019–20 Annual Report at

suncorpgroup.com.au

  - … the fact that the board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound:

  - ☒ in our Corporate Governance Statement (sections 8.1, 8.3 and 8.6)

  - … and that such a review has taken place in the reporting period covered by this Appendix 4G:

  - ☒ in our Corporate Governance Statement (section 8.3)

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
- … how our internal audit function is structured and what role it performs:
- ☒ in our Corporate Governance Statement (section 6.3)
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 control processes.
7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒ at suncorpgroup.com.au specifically in the business-related and responsible business disclosures contained in the 2019–20 Responsible Business Report, sections 6.6 and 8 of the Corporate Governance statement, the Operating and Financial Review within the 2019–20 Annual Report (and note 29 in the 2019–20 financial statements) at suncorpgroup.com.au

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

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
6. … the fact that we have a People and Remuneration Committee that complies with paragraphs (1) and (2):
7. ☒ in our Corporate Governance Statement (sections 1.1, 1.15 and 3.2) … and a copy of the charter of the committee:
8. ☒ at suncorpgroup.com.au … and the information referred to in paragraphs (4) and (5): ☒ in our Corporate Governance Statement (sections 1.1, 1.15 and 3.2)
9. ☒ and in sections 2 of the Directors’ Report and 5.1 of the Remuneration Report which are both contained in the 2019–20 Annual Report at suncorpgroup.com.au
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.
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.
… we separately disclose our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives:
☒ in our Corporate Governance Statement (sections 1.10 and 3)
☒ and in the Remuneration Report in the 2019–20 Annual Report at

suncorpgroup.com.au

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.
☒ in section 5.2 of the Remuneration Report in the 2019–20 Annual Report at

suncorpgroup.com.au

☒ our Corporate Governance Statement (section 4.4)
☒ our Securities Trading Policy can be found at this location:

suncorpgroup.com.au

AI assistant

SUNCORP GROUP LIMITED — Governance Information 2020

65879_rns_2020-08-20_4f6ae8a5-0532-4cd6-9378-0b205bf16b07.pdf

Contents

Introduction

The Board:

2019–20 key developments and achievements

Board renewal

Responding to COVID-19

Responding to natural hazard events

The Board’s continued focus on customers

Suncorp’s remuneration framework

1. Suncorp’s Corporate Governance Framework

1.1 Suncorp Board of Directors

1.2 The Board’s role, function, responsibilities and those delegated to management

The Board Charter:

1.3 Board composition – structured to be effective and add value

1.4 Directors' conflicts of interest and related procedures

1.5 Independence of Board and Board Chairman

How independence is assessed

Suncorp Board Chairman

Other Directors

In addition:

1.6 Board Skills Matrix 2020

The Board considers:

1.7 Board renewal and succession planning

1.8 Fit and Proper Policy

1.9 Director induction and education

1.10 Directors’ remuneration

1.11 Minimum shareholding requirement

1.12 Meetings of the Board

1.13 Directors’ access to information and independent advice

1.14 Annual Board appraisal

1.15 Board Committee composition and responsibilities

1.16 Subsidiary entity governance

2. Suncorp Executive Leadership and Company Secretary

2.1 Senior Executive induction and ongoing education

2.2 Company Secretary

3. Responsible remuneration framework

3.1 Remuneration governance

3.2 Remuneration Report

3.3 Annual evaluation of executives and their performance

Group CEO

Senior Executives

4. Promoting responsible and ethical behaviour through organisational culture and conduct codes

4.1 Our Culture

4.2 Code of Conduct and related policies

4.3 Whistleblower protection

4.4 Trading in Suncorp securities

4.5 No political donations

5. Communications with market, media, security holders, investors and analysts

5.1 Continuous disclosure

5.2 Media relations policy

5.3 Maintaining relationships with key investors and stakeholders

5.4 Suncorp encourages online and electronic communication with security holders

5.5 Suncorp Annual General Meeting – 22 October 2020

6. Integrity of financial reporting

6.1 Suncorp’s approach to financial reporting

6.2 Board Audit Committee oversees financial reporting

6.3 Internal Audit

6.4 Integrity of Suncorp’s annual financial and corporate reporting

6.5 Group CEO, Group CFO and CRO provide assurance

6.6 Suncorp’s Responsible Business practices and reporting

6.7 External auditor – KPMG

7. Information technology and cyber security

7.1 Information technology governance

7.2 Cyber security

8. Suncorp Enterprise Risk Management

8.1 Approach to risk management and internal control

8.2 Risk Management Policy

8.3 Risk Management Framework

8.4 Chief Risk Office function

8.5 Risk culture

8.6 Board Risk Committee

8.7 Risk governance

9. Diversity, inclusion and flexibility

9.1 Leadership, governance and strategy

9.2 Gender equality initiatives

9.3 Flexible work arrangements

Inclusion initiatives

SUNCORP GROUP LIMITED Governance Information 2020