## CORPORATE GOVERNANCE 

A Designated Person must not trade in breach of the Policy either directly or indirectly through another entity, such as a partner, child, nominee or controlled company acting on his/her behalf. Under the Policy, Designated People are prohibited from trading in Fairfax securities without approval under the Policy or when in possession of price-sensitive information about Fairfax. In addition, Designated People must not tip anyone else on Fairfax securities, engage in short term speculative trading in Fairfax securities or trade in Fairfax derivatives. 

Black-out periods occur before the announcement of the half-yearly and annual results, other trading updates and the Annual General Meeting. During black-out periods Designated People will not be authorised to trade. Outside of the trading black-out periods, Directors must obtain approval from the Chair (or the chairman of the Audit and Risk Committee for approvals for the Chair to trade). Other Designated People must obtain approval from the Company Secretary who will consult with the Chair. 

Each Director must notify the Company Secretary of any change in the Director’s interest in Fairfax securities so as to ensure compliance with the disclosure requirements of the ASX Listing Rules. 

The Policy prohibits Designated People from entering into any financial transactions that operate to limit the economic risk of unvested Fairfax securities which have been allocated to an employee as part of his/her remuneration, prior to the securities vesting. Any breach of this prohibition risks disciplinary sanctions. 

## SUSTAINABILITY AND CORPORATE RESPONSIBILITY COMMITTEE 

The Board has established a Sustainability and Corporate Responsibility Committee. The Committee’s Charter is summarised below. 

The primary purpose of the Committee is to advise and assist the Board in setting an overall direction for the Company’s commitment to building a long term future, which includes operating its business responsibly, ethically and sustainably (financially and otherwise). To fulfil this purpose, the Committee’s role includes: 

1. providing strategic leadership to the Board and management in overseeing the development and implementation of a sustainability and corporate social responsibility (CSR) strategy and related policies 

2. fostering a workplace culture which values sustainable and socially responsible business practices 

3. identifying and monitoring current and emerging CSR trends, risks and opportunities and ensuring that the Board is kept up to date with market and investor expectations on CSR activities 

4. considering and endorsing proposals by management to enhance the Group’s CSR profile, reputation and activities 

5. ensuring the Board, employees, the investment community and other stakeholders are kept properly informed of the Group’s CSR initiatives and performance 

6. overseeing the Group’s compliance with corporate governance and legal requirements in relation to CSR issues and related reporting 

7. monitoring that executives are remunerated having regard to performance metrics that recognise both tangible and intangible value creation 

8. dealing with such matters as the Committee deems necessary to carry out the functions set out above including interaction with other Board Committees where appropriate, and 

9. reviewing the adequacy of this Charter in light of emerging CSR trends and obligations and making recommendations to the Board for approval. 

The Committee’s membership and Chair are determined by the Board from time to time and must consist of at least three Directors. No more than one member may be an executive Director. Other Directors are entitled to attend the Committee meetings. The members of the Sustainability and Corporate Responsibility Committee, and details of their attendance at Committee meetings, are set out on page 26. In order to carry out the Committee’s duties, the Chair of the Committee is authorised (at the Company’s expense) to engage external advice, obtain assistance and information from officers of the Group and engage such other support as is reasonably required from time to time. 

