CHALLENGER LIMITED — Governance Information 2017

challenger.com.au

Challenger Limited ACN 106 842 371

2017 Corporate Governance Report

Providing our customers with financial security for retirement

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Challenger Limited 2017 Corporate Governance

Contents

• 01 Challenger’s approach to corporate governance

• 02 Principle 1 – Lay solid foundations for management and oversight

• 04 Principle 2 – Structure the Board to add value

• 06 Principle 3 – Act ethically and responsibly

• 07 Principle 4 – Safeguard integrity in corporate reporting

• 07 Principle 5 – Make timely and balanced disclosure

• 07 Principle 6 – Respect the rights of securityholders

• 08 Principle 7 – Recognise and manage risk

• 09 Principle 8 – Remunerate fairly and responsibly

Challenger Limited 2017 Corporate Governance

Challenger’s approach to corporate governance

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The Board of Directors and the Leadership Team of Challenger Limited (the Company) recognise their duties and obligations to stakeholders to implement and maintain a robust system of corporate governance. The Company believes that the adoption of good corporate governance adds value to stakeholders and enhances investor confidence.

The Board of Directors of the Company (the Board) determines the most appropriate corporate governance arrangements for the Company and its controlled entities (the Group or Challenger), taking into consideration Australian and international standards and the prudential requirements of regulators such as the Australian Prudential Regulation Authority (APRA) and the Australian Securities and Investments Commission (ASIC). This statement reports against the Corporate Governance Principles and Recommendations (3rd edition) published by the Australian Securities Exchange (ASX) Corporate Governance Council in 2014 (the Principles).

Throughout the financial year ended 30 June 2017, Challenger’s governance arrangements were consistent with the Principles.

This statement applies to Challenger; however, some controlled entities have adopted additional policies and procedures to deal with specific issues relevant to their business, for example Australian Financial Services Licence compliance. Where such policies and procedures have been adopted, they have been developed in line with the Principles.

This Corporate Governance Report has been approved by the Board and is current as at 30 June 2017.

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Challenger Limited 2017 Corporate Governance

Principle 1 – Lay solid foundations for management and oversight The role of the Board and delegations

The Board is accountable to shareholders for the activities and performance of the Company by overseeing the development of sustainable shareholder value within an appropriate framework of risk and regard for all stakeholder interests.

The Board is responsible for setting the Company’s vision, which is to provide our customers with financial security for retirement. This is a long-term vision and the Board sets the strategic priorities each year to ensure this vision is achieved over the long term.

Directors are actively involved in setting, approving and regularly monitoring Challenger’s strategic initiatives and holding management accountable for progress. This process includes an annual Board Strategy Offsite, regular board reporting, discussion and review with management. Similarly, the Board ensures that rigorous governance processes are operating effectively to guide decision-making across the organisation.

The Board has identified the key functions which it has reserved for itself. These duties include those outlined below. Full details are set out in the Board Charter, a copy of which is available on the Company website (www.challenger.com.au). The duties include:

• establishment, promotion and maintenance of the strategic direction of the Company;

• approval of business plans, budgets and financial policies;

• consideration of management recommendations on strategic business matters;

• establishment, promotion and maintenance of proper processes and controls to maintain the integrity of accounting and financial records and reporting;

• fairly and responsibly rewarding executives, having regard to the interests of shareholders, the performance of executives, market conditions and the Company’s performance;

• adoption and oversight of implementation of appropriate corporate governance practices;

• oversight of the establishment, promotion and maintenance of effective risk management policies and processes;

• determination and adoption of the Company’s dividend policy;

• review of the Board’s composition and performance;

• appointment, evaluation and remuneration of the Chief Executive Officer (CEO) and approval of the appointment of the Chief Financial Officer (CFO), the Chief Risk Officer (CRO), the General Counsel and the Company Secretary; and

The Board has established committees to assist in carrying out its responsibilities and to consider certain issues and functions in detail. The Board committees are discussed in Principle 2.

Directors are issued with formal letters of appointment governing their role and responsibilities.

The responsibilities of the Chair and the Directors are also set out in the Board Charter.

Management responsibility

The Board has delegated to the CEO the authority and powers necessary to implement the strategies approved by the Board and to manage the business affairs of the Company within the policies and specific delegation limits specified by the Board from time to time. The CEO may further delegate within those specific policies and delegation limits, but remains accountable for all authority delegated to management.

Nominations and appointment of new Directors

The Board has established a Nomination Committee comprised of a majority of Independent Non-Executive Directors, having at least three members and chaired by an Independent Non-Executive Director.

Appropriate checks are undertaken before appointing a person and recommending that person for election as a Director. These include checks as to the person’s character, fitness and propriety, experience, education, criminal record and bankruptcy history.

The Nomination Committee conducts periodic assessments of the Board’s competencies. This assists the Nomination Committee in determining the appropriate composition of the Board and to consider the desirable depth and range of skills and diversity required for any new Board members. The Nomination Committee will draw on industry contacts and, where appropriate, will engage external consultants to assist with the identification and selection of a diverse range of candidates which meet the Nomination Committee’s desired competencies. The Nomination Committee will also have regard to such criteria as independence, commercial capability, cultural fit and time availability to meet the commitment required.

The Nomination Committee makes an assessment of potential new Directors on the above criteria and makes recommendations to the Board for consideration and approval. A copy of the Nomination Committee Charter can be found on the Company website.

If a new Director is appointed during the year, that person will stand for election by shareholders at the next Annual General Meeting. Shareholders are provided with all material information known to Challenger which is relevant to a decision on whether or not to elect or re-elect a Director.

• determination of the extent of the CEO’s delegated authority.

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Challenger Limited 2017 Corporate Governance

Principle 1 – Lay solid foundations for management and oversight (continued)

On behalf of Challenger, the Chair provides a letter to each new Director, setting out the terms of appointment and relevant Board charters and policies. All current Directors have been provided with a letter confirming the terms of their appointment.

Retirement and re-election of Directors

The Company’s constitution requires that, excluding the CEO, one third of the remaining Directors must retire each year. In addition, any Director who is appointed during the year or who has been in office for three or more years must retire and, if willing, stand for re-election at the next Annual General Meeting.

Succession planning

In conjunction with the Nomination Committee, the Board considers the succession of its members, the CEO, the CFO, and the Chief Executives of each of the business divisions, as required.

Review of Board performance

The Board Charter sets out the requirement for a formal review of the performance of the Board, individual Directors and Board committees at least annually. A review of the Board’s performance was conducted in June 2017.

The review of the Board’s performance is conducted by the Chair with all Board members. The review involves consideration of the effectiveness of the Board and its committees having regard to the knowledge, skills and experience of the Directors. The review involves considering the weighting of attributes, culture and capabilities of the Board.

Company Secretary

The Company Secretary is accountable directly to the Board, through the Chair, on matters to do with the proper functioning of the Board.

Each year the Board sets measurable objectives for achieving gender diversity and reviews progress against these objectives at the end of each financial year. The objectives for the financial year ended 30 June 2017 are set out in Appendix A of the Diversity Policy, a copy of which is available on the Company website. The Group’s progress towards achieving those objectives, and the proportion of men and women on the Board, in senior executive positions and across the whole organisation, are provided in the 2017 Sustainability Report, also available on the Company website.

Challenger’s most recent annual report to the Workplace Gender Equality Agency against which it reports on the ‘Gender Equality Indicators’ under the Workplace Gender Equality Act 2012 is available on the Company website.

Executive performance assessment

Challenger has written employment agreements with each of its senior executives and the performance of senior executives is reviewed at least annually against appropriately agreed and documented performance objectives and measures, consistent with the performance management framework that applies to all Challenger employees. All employees at Challenger are also assessed against the Challenger Principles (refer to Principle 3).

The Remuneration Committee is responsible for reviewing the performance of the CEO at least annually, including setting the CEO objectives for the year and reviewing progress in achieving those objectives and making recommendations to the Board. The CEO and the Remuneration Committee set the performance objectives and review the performance of the CEO’s direct reports.

Performance evaluations for the CEO and the CEO’s direct reports have taken place in respect of the 2017 financial year in accordance with the above process.

Diversity

The Board is committed to promoting a diverse and inclusive culture in the Company.

The Board has recently adopted a target of a minimum of 30% women Directors by 2020.

The Company has also adopted a Diversity Policy that supports diversity and inclusion across the Company’s employment practices. To provide continued focus on, and promotion of a diverse and inclusive workplace, Challenger has a Diversity Committee, which is sponsored by the Chair of the Board. The Diversity Committee is chaired by the CFO and reports directly to the CEO.

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Challenger Limited 2017 Corporate Governance

Principle 2 – Structure the Board to add value

Membership of the Board

The Board has a majority of Independent Non-Executive Directors. The Chair, who is selected by Directors of the Board, is an Independent Non-Executive Director. The roles of the Chair and CEO are not held by the same person.

The current Board as at 30 June 2017 is set out below. Details of the members of the Board, including their skills, experience and their term of office, are set out in the Directors’ Report contained in the 2017 Annual Report and is available on the Company website.

The Board has established a Nomination Committee to assist the Board in achieving its objective to ensure Challenger has a Board of an effective composition, size and commitment to discharge its responsibilities and duties.

The Board considers its current members have an appropriate collective mix of skills, experience, expertise and diversity to:

• exercise independent judgement;

• have a proper understanding of, and competence to deal with, the current and emerging issues of the business;

• encourage enhanced performance of the Company; and

• effectively review and challenge the performance of management.

The Board’s competencies are assessed annually. The results of the most recent assessment are shown in the Directors’ Skills Matrix table.

The Board members generally have a high level of competency across the areas of expertise relevant to the business.

The Board recognises information technology is an emerging and constantly evolving issue. Competency in information technology is one that needs to be balanced against other core competencies essential for governing a regulated financial services company.

The Board currently considers the most effective way to keep abreast of the fast pace of developments in this area is to supplement its competency through expert support from both in-house and external consultants.

Directors’ Skills Matrix

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Leadership & Strategy Advanced
Leadership, effective competency 87.5%
communication and influencing skills.
Strategic thinking capability and Satisfactory competency 12.5%
transactional expertise. 8
Corporate Governance
Public company corporate Advanced competency 100%
governance literacy.
1
Financial Acumen
Financial reporting literacy Advanced
including exposure to competency 100%
accounting standards.
1
Risk & Compliance
Financial services and fiduciary Advanced
regulatory awareness. Relevant competency 87.5%
compliance and risk experience Satisfactory
including legal and tax risk competency 12.5%
8
management.
Sectoral Exposure Advanced
Funds management and life competency 87.5%
insurance sectors, and market
experience in jurisdictions in which Satisfactory competency 12.5%
Challenger operates. 8
Investment & Credit Expertise Advanced
Credit risk management and competency 87.5%
investment expertise including Satisfactory
asset class literacy and exposure. competency 12.5%
8
Marketing & Distribution Advanced
Distribution, marketing and competency 50%
fostering key institutional Satisfactory
customer relationships. competency 50%
5
Public Policy Advanced competency 75%
Relevant public policy areas
and key Government and Satisfactory
regulator relationships. competency 25%
7
Advanced
Information Technology competency 25%
Understanding of IT strategy, the Satisfactory
application of technology in large competency 62.5%
organisations and innovation. Some
competency 12.5%
25
People & Remuneration Advanced
Building capable and highly engaged competency 87.5%
teams and understanding
of current remuneration regulation, Satisfactory competency 12.5%
structuring and sectoral conditions. 8
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Name Position Independent Appointed
Peter Polson Chair Yes 2003
Brian Benari Managing Director & CEO No 2012
Graham Cubbin Non-Executive Director Yes 2004
Steven Gregg Non-Executive Director Yes 2012
Jonathan Grunzweig Non-Executive Director Yes 2010
Brenda Shanahan Non-Executive Director Yes 2011
JoAnne Stephenson Non-Executive Director Yes 2012
Leon Zwier Non-Executive Director Yes 2006
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Challenger Limited 2017 Corporate Governance

Principle 2 – Structure the Board to add value (continued)

This includes reviews of information technology strategy, control environment and risks, technical updates and presentations on emerging issues. The Board is conscious that this is an area of ongoing focus and will continue to supplement its competency in this area as appropriate.

Director induction and education

All new Directors participate in an induction program covering Challenger’s business including the Group’s financial, strategic, operational and risk management position.

Ongoing Director education is provided through regular management presentations on key business functions or activities. Regulatory developments are summarised and brought to the attention of the Board on a regular basis by the General Counsel and the CRO. Ernst & Young (EY), the Group’s external auditor, and KPMG, the Group’s internal auditor, as well as other industry experts address the Board from time to time on matters relevant to the Group’s business or its operating environment.

Director independence

The Board has adopted an independence policy that states that an Independent Non-Executive Director should be independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement.

The Board regularly considers and assesses the independence of each Director in light of the interests and information that Directors disclose. In accordance with the Corporations Act 2001, Directors are required to advise the Company of any material personal interests they have in a matter.

The Board considers all its Non-Executive Directors to be independent Directors, including the Company’s Chair. In assessing independence, the Board will have regard to whether the Director has any of the following relationships with the Company or any Group company:

1. is a substantial shareholder (as defined by Section 9 of the Corporations Act 2001) of the Company, or is a director or officer of, or otherwise associated directly with, a substantial shareholder of the Company;

2. is employed, or has previously been employed, in an executive capacity by the Company or any of the other members of the Group, and there has not been a period of at least three years between ceasing such employment and serving on the Board;

3. is, or has been within the last three years, a partner, director or senior employee of a material professional services provider to the Company or the Group;

4. is, or has been within the last three years, a material supplier or customer of the Company or the Group, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;

5. has a material contractual relationship with the Company or the Group other than as a Director;

6. has close family ties with any person who falls within any of the categories described in points 1 to 5 above; or

7. has been a Director of Challenger for such a period that his or her independence may have been compromised.

The Board will state its reasons if it considers a Director to be independent notwithstanding the existence of a relationship of the kind referred to in points 1 to 7 above.

Determination of materiality in assessing independence

The materiality of a relationship is assessed on a caseby-case basis having regard to each Director’s individual circumstances.

Conflicts of interest

In accordance with the Board Charter and the Corporations Act 2001, any Director with a material personal interest in a matter being considered by the Board must declare such an interest and may only be present when the matter is being considered at the Board’s discretion. Directors with a material interest may not vote on any matter in which they have declared a personal interest.

Meetings of the Board

The Board meets formally approximately every six weeks. In addition, the Board may meet whenever necessary to deal with specific matters needing attention between scheduled meetings.

The CEO, in consultation with the Chair, establishes the meeting agendas to ensure adequate coverage of strategic, financial and material risk matters throughout the year. Senior executives are invited to attend Board meetings and are available for contact by Independent Non-Executive Directors between meetings. The Independent Non-Executive Directors often hold a private session without any executive involvement in conjunction with scheduled Board meetings.

Board access to information and advice

All Directors have unrestricted access to the Company records and information. The Company Secretary provides Directors with guidance on corporate governance issues and developments, and on all other matters reasonably requested by the Directors, and monitors compliance with the Board Charter.

The Board or each individual Director has the right to seek independent professional advice to assist them in discharging their duties. The Company will meet the cost of the advice provided the Chair’s prior approval is obtained. Such approval is not to be unreasonably withheld or delayed.

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Challenger Limited 2017 Corporate Governance

Principle 2 – Structure the Board to add value (continued)

Directors’ meetings

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Group Risk Group Audit Remuneration Nomination
Director Board Committee Committee Committee Committee
Eligible to Eligible to Eligible to Eligible to Eligible to
attend Attended attend Attended attend Attended attend Attended attend Attended
P Polson 10 10 4 3 4 3 5 4 2 2
B Benari 10 10 4 4 4 4 5 5 – –
G Cubbin 10 10 4 4 4 4 5 5 2 2
S Gregg 10 9 – – – – 5 4 2 2
J Grunzweig 10 7 – – – – – – 2 –
B Shanahan 10 10 4 4 4 4 5 5 2 2
J Stephenson 10 10 4 4 4 4 – – 2 2
L Zwier 10 8 – – – – – – 2 2
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• B Benari attends the Group Risk Committee, Group Audit Committee and Remuneration Committee meetings at the invitation of these committees. There are no management representatives appointed as members of any board committee.

Board committees

To assist it in undertaking its duties, the Board has established the following standing committees:

• the Group Risk Committee (GRC);

• the Group Audit Committee (GAC);

• the Remuneration Committee (RemCo); and

• the Nomination Committee (NomCo).

Each committee has its own charter, copies of which are available on the Company website. The charters specify the composition, responsibilities, duties, reporting obligations, meeting arrangements, authority and resources available to the committees and the provisions for review of the charter. Details of Directors’ membership of each committee and those eligible members’ attendance at meetings throughout the period from 1 July 2016 to 30 June 2017 are set out above.

Principle 3 – Act ethically and responsibly

The Board and the Company’s commitment to ethical and responsible decision-making is reflected in the internal policies and procedures, underpinned by the Challenger Principles of:

• integrity;

• commercial ownership;

• working together;

• compliance; and

• creative customer solutions.

Code of Conduct

The Board has adopted a Corporate Code of Conduct (the Code) which applies to all Directors, employees and contractors of the Company and the Group. The Code articulates the standards of honest, ethical and lawabiding behaviour expected by the Company. Employees are actively encouraged to bring any problems to the attention of management or the Board, including activities or behaviour which may not comply with the Code, other policies and procedures in place, or other regulatory requirements or laws. A summary of the Code can be found on the Company website.

Political donations policy

The Board has adopted a policy of not making political donations in any country or jurisdiction in which it operates. Representatives of the Company may on occasion attend political functions. This attendance is strictly for commercial reasons and is predicated on the price charged not being in excess of the commercial value (in terms of access) of the function.

Directors’ and Staff Trading Policy

The Board has approved a Staff Trading Policy which prescribes the manner in which Directors and employees can trade the Company’s securities.

Generally pre-trade approval is required for all trading in Challenger securities. Directors and employees are prohibited from trading in Challenger securities at any time while in possession of non-public price-sensitive information. In addition, Directors and employees are prohibited from trading in Challenger securities at certain times prior to the release of the Company’s half year and full year financial results to the ASX. Other prohibited periods may also be imposed in accordance with the Staff Trading Policy.

Challenger’s Staff Trading Policy prohibits employees from hedging any unvested performance rights which they receive as part of their remuneration.

It is also Company policy to prohibit Directors and employees from taking out margin loans over Company shares.

Sustainability

Details of the Group’s initiatives, achievements and commitment to sustainability are provided in the 2017 Sustainability Report, a copy of which is available on the Company website.

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Challenger Limited 2017 Corporate Governance

Principle 4 – Safeguard integrity in corporate reporting

Integrity of corporate reporting

The Board has the responsibility to ensure truthful and factual presentation of the Company’s financial position. The Board has established a Group Audit Committee to assist the Board to focus on issues relevant to the integrity of the Company and the Group’s financial reporting. In accordance with its Charter, the Group Audit Committee is comprised of a majority of Independent Non-Executive Directors, having at least three members. The Committee must be chaired by an Independent Non-Executive Director, who is not the Chair of the Board.

Details of the qualifications and experience of the Group Audit Committee members are described in the Directors’ Report contained in the 2017 Annual Report, a copy of which is available on the Company website. The Committee typically meets four times a year, and additional meetings are scheduled as required.

The members of the Group Audit Committee and attendance at meetings are set out in the table on page 6.

The Committee makes recommendations to the Board in relation to the appointment, review and removal of an external auditor, assessment of the external auditor’s independence and the appropriateness of non-audit services that the external auditor may provide. A copy of the Group Audit Committee Charter is available on the Company website.

Declaration by the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO)

In respect of the financial report for the year ended 30 June 2017, the Board has received a written declaration from the CEO and the CFO that:

• in their opinion, the Group’s financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Group; and

• the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Independent external audit

The Company requires its independent external auditor to:

• provide stakeholders with assurance as to whether the Group’s financial reports are true and fair; and

• ensure that Group accounting policies comply with applicable accounting standards and guidance.

The Company’s independent external auditor is EY. EY was appointed upon constitution of the Company in November 2003, and this appointment was ratified by members at the Annual General Meeting held in November 2004 and reaffirmed in 2014 after a competitive tender process.

External auditors are required to rotate the engagement partner assigned to the Company every five years.

An engagement partner was last rotated on 1 July 2015.

The Board has requested, and it is anticipated, that EY will attend the Company’s 2017 Annual General Meeting, and that EY be available to answer any shareholder questions relating to the external audit.

Principle 5 – Make timely and balanced disclosure

Continuous Disclosure Policy

The Company is committed to ensuring that all investors have equal and timely access to material information concerning the Company and that Company announcements are factual and presented in a clear and objective manner.

The Board has approved and implemented a Continuous Disclosure Policy. A summary of the policy can be found on the Company website. The policy is designed to ensure compliance with the Corporations Act 2001 and the ASX Listing Rules continuous disclosure requirements.

The Company has a Continuous Disclosure Committee which is responsible for:

• making decisions on what should be disclosed publicly under the Continuous Disclosure Policy;

• maintaining a watching brief on information; and

• ensuring disclosure is made promptly and without delay.

Principle 6 – Respect the rights of securityholders

Maintaining relationships with stakeholders

The Company recognises the importance of enhancing its relationship with investors by:

• communicating effectively;

• providing ready access to clear and balanced information about the Company; and

• encouraging participation at Annual General Meetings.

The Group has in place an Investor Relations Practice Note which details the Group’s procedures and practices to facilitate effective two-way communication with investors. A summary of the practice note is available on the Company website.

All material and price-sensitive announcements made by the Company are lodged with the ASX and made publicly available via the ASX company announcements platform before being discussed with or disseminated to investors.

Online and electronic communication with securityholders is encouraged

As set out in Principle 5, it is Company policy that material information concerning the Company will be announced to the market in a timely, clear, balanced and objective manner. Following releases of information to the market, the Company publishes half-yearly and annual reports, material announcements, media releases and other relevant information, including its governance arrangements, on its website.

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Challenger Limited 2017 Corporate Governance

Principle 6 – Respect the rights of securityholders (continued)

Internet web-casting and conference call facilities are provided for market briefings to encourage participation from all shareholders, regardless of their location.

The Company also encourages greater use of electronic media by providing shareholders with greater access to the electronic receipt of reports and meeting notices. Shareholders are encouraged to, and do, regularly communicate electronically with Challenger’s share registry, Computershare Investor Services, on all shareholder-related matters.

The Company also provides a facility to ask questions about the Company via its website and have them answered directly via electronic means. Interested parties can also register via the website to receive updates regarding material Challenger market announcements.

Annual General Meeting (AGM)

Challenger’s 2017 AGM will be held on Thursday 26 October 2017 at the Wesley Centre, 220 Pitt Street, Sydney. A formal notice and AGM documents are sent to shareholders at least 28 days in advance of the meeting. The AGM documents include explanatory notes that clearly explain the nature of the AGM business and the resolutions to be put to shareholders.

Shareholders who are unable to attend the AGM are encouraged to vote directly (online) in advance of the meeting or appoint a proxy. The AGM voting result is lodged with the ASX as soon as practicable after the AGM and published on the Company website.

Principle 7 – Recognise and manage risk

Risk management and compliance

The management of risks is fundamental to the Group’s business and to building long-term shareholder value. The Board recognises the broad range of risks that apply to the Group as a participant in the financial services industry, including, but not limited to, funding and liquidity risk; investment and pricing risk; counterparty risk; strategic, business and reputational risk; operational risk; and licence and regulatory risk. The Board is responsible for determining the Group’s risk management strategy and risk appetite. Management is responsible for implementing the Board’s strategy and for developing policies and procedures to identify, manage and mitigate risks across the whole of the Group’s operations in line with the risk appetite.

The key design component of the Group’s approach to risk management is that the heads of the business units have accountability for the risks within their divisions, with oversight, analysis, monitoring and reporting of these risks conducted by the Executive Risk Management Committee (ERMC), which is chaired by the CRO. The CRO is independent of the business units and accountable to the CEO and the Board and its committees.

The framework and policies are developed by the CRO, which are then reviewed and approved by the Group Risk Committee (GRC), and then made available to all employees of the Group.

The Board has established a GRC comprised of a majority of Independent Non-Executive Directors, having at least three members. The Committee must be chaired by an Independent Non-Executive Director, who is not the Chair of the Board.

The Committee meets a minimum of four times a year, and additional meetings are scheduled as required. The members of the Group Risk Committee and attendance at meetings are set out on page 6.

The Group’s risk management function has day-to-day responsibility for monitoring the implementation of the framework and policy, with regular reporting provided to the GRC, via the ERMC, on the adequacy and effectiveness of management controls for material business risk.

The GRC reports to the Board on the effectiveness of the framework, internal controls and policies, with a detailed review of the Group’s risk management framework undertaken on an annual basis to satisfy the GRC and the Board that it continues to be sound. A review took place in the financial year ended 30 June 2017.

A summary of Challenger’s risk management framework and a copy of the GRC Charter can be found on the Company website.

Internal audit

Internal audit services for the Group were provided by KPMG during the period. The GRC oversees the scope of internal audit and monitors the progress of the internal audit work program, which must include (at least annually) an evaluation of compliance with and effectiveness of the financial and risk management framework of the Group.

The GRC receives reports from internal audit at each meeting and monitors management’s responsiveness to internal audit findings and recommendations.

The internal audit function is independent of the external auditor, and reports directly to the GRC.

Material exposure to economic, environmental and social sustainability risks

There are a number of material business risks that could adversely affect the Group and the achievement of the Group’s financial performance objectives. Those risks and how those risks are managed by the Group are described in Note 18 to the financial statements in the 2017 Annual Report, a copy of which is available on the Company website.

Environmental and social sustainability risks and how those risks are managed by the Group are described in the 2017 Sustainability Report, which is available on the Company website.

Challenger considers climate change both in terms of our investment decision-making and ownership practices; and how we manage the impact we have on the environment from our direct operations.

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Challenger Limited 2017 Corporate Governance

Principle 8 – Remunerate fairly and responsibly

The Board Remuneration Committee (RemCo)

The Board has established a RemCo comprised of a majority of Independent Non-Executive Directors, having at least three members and chaired by an Independent Non-Executive Director.

The background details of the RemCo members are set out in the Directors’ Report contained in the 2017 Annual Report, a copy of which is available on the Company website. RemCo usually meets at least five times during the year, and additional meetings are scheduled as required. A copy of the RemCo Charter can be found on the Company website.

The members of the Group Remuneration Committee and attendance at meetings are set out on page 6.

Remuneration

The remuneration details for key executives and Independent Non-Executive Directors are included in the Remuneration Report, which is contained in the Directors’ Report in the 2017 Annual Report. A copy of the 2017 Annual Report is available on the Company website. Independent Non-Executive Directors are not entitled to participate in incentive plans.

There are no termination payments to Non-Executive Directors on their retirement from office other than payments accruing from superannuation contributions comprising part of their remuneration.

As mentioned above under Principle 3, its also Company policy to prohibit Directors and employees from taking out margin loans over Company shares.

RemCo is responsible for reviewing and recommending to the Board on:

• the Company’s remuneration, recruitment, retention and termination policies and procedures for employees and senior executives;

• senior executives’ remuneration and incentives;

• superannuation arrangements;

• the remuneration framework including the reimbursement of expenses for Directors; and

• remuneration by gender.

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