## Principle 6: Respect rights of shareholders 

IOOF recognises the right of shareholders to be informed of matters, in addition to those prescribed by law, which affect their investments in the company. IOOF communicates shareholder information and news about the company through the annual report, disclosures to the ASX, ASIC and via the company’s website. 

The Board encourages active participation by shareholders at any company meetings. 

IOOF ensures that the Company’s auditor attends the annual general meeting or other meetings of the Company and shareholders are afforded the opportunity of asking the Company’s auditor questions regarding the conduct and content of the audit. A shareholder may submit a question to the auditor prior to the meeting by emailing the Company Secretary. 

## Principle 7: Recognise and manage risk 

The Board recognises that effective management of risk is an integral part of sound management and is vital to the continued growth and success of IOOF. The Board is ultimately responsible for the oversight of the IOOF Group’s risk management and control framework and has implemented a policy framework designed to ensure that the Group’s risks are identified, analysed, evaluated, monitored and communicated within the organisation or to any relevant external party and that adequate controls and mitigation processes in place function effectively. 

In addition to the Audit Committee, the Board has established a Risk and Compliance Committee (RCC), which 

is responsible for reviewing all aspects of risk and compliance on behalf of the Board. In addition, this Committee ensures all correspondence and action plans required by the Company as a result of reviews by the Company’s regulators are completed in a timely manner. The committee comprises three independent non-executive Directors, members from the legal, compliance and internal audit and risk management team of the business and a representative from each operating business within the Group. The Group Head of Risk reports to the Committee on the monitoring of risk through the business and risk reporting through the enterprise-wide framework including where appropriate, positive assurance. 

This Committee meets at least quarterly and reports to the Board and provides minutes of the Committee meeting and relevant reports to the Audit Committee to ensure all committees are fully informed. 

The Managing Director and the Chief Financial Officer report in writing to the Board that to the best of their knowledge and belief, the statement given in accordance with best practice recommendation 4.1 is founded on a sound system of risk management and internal compliance and control which is operating efficiently and effectively in all material respects in so far as they relate to financial, strategic and operational risks. This report confirms that the system which implements the policies adopted by the Board either directly or through delegation to Management and that the Company’s risk management and internal compliance is operating effectively in all material respects as at the date of the report, based on the risk management model adopted by the Board. The statements provide a reasonable, but not absolute, 

level of assurance and do not imply a guarantee against adverse events or more volatile outcomes arising in the future. 

In addition, the report sets out that risk management and internal compliance and internal control systems are subject to periodic declaration by process owners and review through the Company’s internal audit process and by regulators. 

The Company has established a number of other policies which include, but are not limited to, the Delegations Policy, IT Code of Conduct, Anti-Money Laundering and Counter-Terrorism Policy, Complaints and Breach Reporting Policy, Risk Management Plan and Risk Management Policy, Capital Adequacy, Outsourcing Policy and the Fit and Proper Policy. 

## Principle 8: Remunerate fairly and responsibly 

The remuneration policy objective of IOOF is to ensure that employee emoluments properly reflect the person’s duties and responsibilities and is designed to attract, retain and motivate executives of the highest quality and standard. 

The level of remuneration of Directors and Executives is set out in the Director’s Report and Notes to the Financial Report. The Board has established a Group Remuneration and Nominations Committee which reviews compensation arrangements for the Managing Director and Executives including an assessment of an individual’s performance, a review of market rates for similar positions and the results of the Company during the period. 

The Board has an agreed procedure when sourcing external assistance or independent advice at the expense of the company. 

This statement is dated 28 September 2012. 

