Corporate Governance Disclosures

1.1 A listed entity should have and disclose a board charter setting out:

(a) the respective roles and responsibilities of its board and management; and

(b) those matters expressly reserved to the board and those delegated to management.

⊗ In March 2023, Greater Bank Limited (GBL) and Newcastle Permanent Building Society Limited (NPBS) merged to form Newcastle Greater Mutual Group Ltd (NGM Group).

A new Board Charter was developed for NGM Group and is being operated under. As a newly merged organisation, NGM Group continues to review and refine the Board Charter to ensure it is fit for purpose. The Board Charter is anticipated to be disclosed publicly on the NGM Group website within the next six months.

1.2 A listed entity should:

(a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and

(b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re elect a director.

1.5 A listed entity should:

(a) have and disclose a diversity policy;

(b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

(c) disclose in relation to each reporting period:

(1) the measurable objectives set for that period to achieve gender diversity;

(2) the entity’s progress towards achieving those objectives; and

(3) either:

(A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or

(B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

⊗ The NGM Group Governance Manual includes the Board’s Diversity Policy. This Policy includes the measurable diversity objective that the Board has adopted which, at the current time, is to maintain a balanced gender representation at Board level of a minimum of two Directors, and not less than 25% of the Board composition overall, of each gender on the Board. Currently, the Board of NGM Group comprises 55% women and 45% men, and 57% of the Chair positions available across the Board and Board Committees are held by female Directors.

NGM Group has a Respectful Workplace Executive Statement, which contains NGM Group’s commitment to Equal Employment Opportunity. NGM Group also participates in the annual Workplace Gender Equality Agency (WGEA) public report. As outlined in that report, women make up 73.8% of NGM Group’s non-manager workforce, and 53.9% of staff at manager level and above.

NGM Group’s formal approach to promoting and measuring diversity across the organisation will continue to be developed over the coming years under our Environment, Social, Governance (ESG) Framework (available at www.ngmgroup.com.au/esg).

1.6 A listed entity should:

(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

⊗ and we have disclosed the evaluation process referred to in paragraph (a) at:

our Corporate Governance Statement

and whether a performance evaluation was undertaken for the reporting period in accordance with that process at:

our Corporate Governance Statement

1.7 A listed entity should:

(a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and

(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

⊗ and we have disclosed the evaluation process referred to in paragraph (a) at:

our Corporate Governance Statement

and whether a performance evaluation was undertaken for the reporting period in accordance with that process at:

our Corporate Governance Statement

2.1 The board of a listed entity should:

(a) have a nomination committee which:

(1) has at least three members, a majority of whom are independent directors; and

(2) is chaired by an independent director, and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual
attendances of the members at those meetings; or

(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

⊗ In March 2023, GBL and NPBS merged to form NGM Group. New Committee Charters were developed for NGM Group and are being operated under. As a newly merged organisation, NGM Group continues to review and refine the Governance and Nomination Committee Charter to ensure it is fit for purpose. The Committee Charters are anticipated to be disclosed publicly on the NGM Group website within the next six months.

Page 37 of the Annual Report sets out the members of the committee, the number of times the committee met throughout the period and individual committee member attendances.

⊗ and we have disclosed our board skills matrix at:

our Corporate Governance Statement

2.3 A listed entity should disclose:

(a) the names of the directors considered by the board to be independent directors;

(b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and

(c) the length of service of each director.

⊗ and we have disclosed the names of the directors considered by the board to be independent directors at:

page 45 of our Annual Report

and, where applicable, the information referred to in paragraph (b) at:

not applicable – as set out in our Corporate Governance Statement, all Directors were assessed as independent in March 2023 in accordance with the policy and criteria in the Board Charter and APRA Prudential Standard CPS 510 Governance

and the length of service of each director at:

pages 34 to 36 of our Annual Report

⊗ and we have disclosed our values at:

page 8 of our Annual Report and in our Corporate Governance Statement

3.2 A listed entity should:

(a) have and disclose a code of conduct for its directors, senior executives and employees; and

(b) ensure that the board or a committee of the board is informed of any material breaches of that code.

3.3 A listed entity should:

(a) have and disclose a whistleblower policy; and

(b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

⊗ and we have disclosed our whistleblower policy at:

www.ngmgroup.com.au/governance

3.4 A listed entity should:

(a) have and disclose an anti-bribery and corruption policy; and

(b) ensure that the board or committee of the board is informed of any material breaches of that policy.

4.1 The board of a listed entity should:

(a) have an audit committee which:

(1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

(2) is chaired by an independent director, who is not the chair of the board,

and disclose:

(3) the charter of the committee;

(4) the relevant qualifications and experience of the members of the committee; and

(5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including theprocesses for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

⊗ In March 2023, GBL and NPBS merged to form NGM Group. New Committee Charters were developed for NGM Group and are being operated under. As a newly merged organisation, NGM Group continues to review and refine the Audit Committee Charter to ensure it is fit for purpose. The Committee Charters are anticipated to be disclosed publicly on the NGM Group website within the next six months.

Page 37 of the Annual Report sets out the members of the committee, the number of times the committee met
throughout the period and individual committee member
attendances.

⊗ and we have disclosed information about NGM Group and its governance at:

www.ngmgroup.com.au/ngm-group-overview/about-us/;

and

www.ngmgroup.com.au/governance

⊗ and we have disclosed how we facilitate and encourage participation at meetings of security holders at:

our Corporate Governance Statement

7.1 The board of a listed entity should:

(a) have a committee or committees to oversee risk, each of which:

(1) has at least three members, a majority of whom are independent directors; and

(2) is chaired by an independent director, and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

⊗ In March 2023, GBL and NPBS merged to form NGM Group. New Committee Charters were developed for NGM Group and are being operated under. As a newly merged organisation, NGM Group continues to review and refine the Risk Committee Charter to ensure it is fit for purpose. The Committee Charters are anticipated to be disclosed publicly on the NGM Group website within the next six months.

Page 37 of the Annual Report sets out the members of the committee, the number of times the committee met throughout the period and individual committee member attendances.

7.2 The board or a committee of the board should: 

(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and

(b) disclose, in relation to each reporting period, whether such a review has taken place.

⊗ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at:

our Corporate Governance Statement

7.3 A listed entity should disclose:

(a) if it has an internal audit function, how the function is structured and what role it performs; or

(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

⊗ and we have disclosed how our internal audit function is structured and what role it performs at:

our Corporate Governance Statement

8.1 The board of a listed entity should:

(a) have a remuneration committee which:

(1) has at least three members, a majority of whom are independent directors; and

(2) is chaired by an independent director, and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

⊗ In March 2023, GBL and NPBS merged to form NGM Group. New Committee Charters were developed for NGM Group and are being operated under. As a newly merged organisation, NGM Group continues to review and refine the People, Culture and Remuneration Committee Charter to ensure it is fit for purpose. The Committee Charters are anticipated to be disclosed publicly on the NGM Group website within the next six months.

Page 37 of the Annual Report sets out the members of the committee, the number of times the committee met throughout the period and individual committee member attendances.

⊗ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of senior executives at:

our Corporate Governance Statement; and

www.ngmgroup.com.au/governance/regulatory-disclosures for the purposes of APRA Prudential Standard APS 330 Public Disclosure

8.3 The 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.