## Corporate governance 

The Board of Directors and management of IOOF recognise the importance of good corporate governance and are committed to maintaining high governance standards within the Group. This is an organisational priority since IOOF is both a listed company and an entity operating within the highly regulated financial services sector, overseen by APRA, ASIC, the ASX and AUSTRAC. 

The Board is responsible to its shareholders for the performance of the Company. The Board’s focus is to enhance the interests of shareholders and key stakeholders (eg employees, regulators, etc). 

A summary of the Company’s policies and procedures in relation to governance is available in the corporate governance section of the Company’s website: www.ioof.com.au 

The Company’s corporate governance policies and practices are reviewed at least annually and will continue to develop and improve through benchmarking against best practice corporate governance. 

## Principle 1: Lay solid foundations for management and over sight 

The Board is constituted and empowered under its Constitution and the requirements of the Corporations Act 2001. The Board has delegated some of their powers to Board Committees and Management including: 

• overseeing strategic objectives and direction of the company 

• setting and monitoring annual operating plans 

• monitoring financial objectives 

• ongoing assessment and monitoring of performance 

• determining group financial strategy and policies 

• managing and monitoring risk and compliance, internal compliance and control 

• reviewing the Company’s code of conduct and overall corporate governance to ensure effective and timely disclosure of policies, procedures and other relevant data to the market, shareholders and customers. 

## Delegation to Managing Director 

The Board delegates to the Managing Director responsibility for implementing the Company’s strategy and managing day to day operations. Clear lines of communication have been established between the Chairman and the Managing Director to ensure these responsibilities are understood. 

## Appointment of Directors 

All Directors receive an induction pack on appointment which sets out the Board’s responsibilities, the Director’s duties and the role of the Committees. In addition, newly appointed Directors are invited to participate in on-on-one sessions with each business head to understand their relevant business, strategy and their annual objectives. 

## Principle 2: Structure the board to add value 

## Board independence 

A Director of IOOF will be considered independent where the Director is independent of Management (ie a Non-Executive Director), does not hold a substantial interest in the company and is free from any business or other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the exercise of independent judgement. The Board has made its own assessment to determine the independence of each Director and notes that at the date of this report five of the six Directors are considered independent. The Board notes the requirement for a majority of independent Directors. 

## Composition of Board 

At the date of this report the Board comprises five Non-Executive Directors, all of which are independent and one Executive Director (Christopher Kelaher). 

A profile of each Director is set out in the Director’s report. The Chairman is selected by the Board and is an independent Director. The Chairman and Managing Director have separate roles. The Chairman provides leadership to the Board and is responsible for the efficient management of the business of the Board. The Chairman is either 

