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## CORPORATE GOVERNANCE 

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The key corporate governance principles of the Fairfax Group are set out below. This section contains summaries of the Fairfax Board Charter, Nomination Committee Charter, Code of Conduct, Sustainability and Corporate Responsibility Committee Charter, Audit and Risk Committee Charter, Charter of Audit Independence, policy on market disclosure and shareholder communications, risk management policy, securities trading policy (including policy on hedging unvested securities issued as part of remuneration) and the Diversity Policy and data. The People and Culture Committee Charter is summarised in the Remuneration Report. 

## BOARD OF DIRECTORS 

The Board of Directors is responsible for the long-term growth and profitability of the Group. 

The Board has adopted a Board Charter which sets out the responsibilities of the Board and its structure and governance requirements. Under the Board Charter, the responsibilities of the Board are to: 

(a) set the strategic direction of the Fairfax Group 

(b) provide overall policy guidance and ensure that policies and procedures for corporate governance and risk management are in place to ensure shareholder funds are prudently managed and that the Group complies with its regulatory obligations and ethical standards 

(c) set and monitor performance against the financial objectives and performance targets for the Group 

(d) determine the terms of employment and review the performance of the Chief Executive Officer (CEO) 

(e) set and monitor the Group’s programs for succession planning and key executive development with the aim to ensure these programs are effective 

(f) approve acquisitions and disposals of assets, businesses and expenditure above set monetary limits, and 

(g) approve the issue of securities and entry into material finance arrangements, including loans and debt issues. 

Subject to the specific authorities reserved to the Board under the Board Charter, and to the authorities delegated to the Board committees, the Board has delegated to the CEO responsibility for the management and operation of the Fairfax Group. The CEO is responsible for the day-to-day operations, financial performance and administration of the Fairfax Group within the powers authorised to him from time-to-time by the Board. The CEO may make further delegation within the delegations specified by the Board and is accountable to the Board for the exercise of these delegated powers. 

