Cochlear : 2022 Corporate Governance Statement

Cochlear Limited

Corporate

Governance Statement 2022

Contents

Letter from the Chair	2
Structure and composition of the Board	4
Board tenure and qualifications	5
Board skills and experience	5
Board Skills Matrix	6
Chair	8
Director independence	8
Conflicts of interest	8
Independent advice	8
The role of the Company Secretary	8
Committees of the Board	8
Board performance and succession planning	10
Director appointment and election	10
Director induction and development	10
Board performance evaluation	10
Governance policies	11
Diversity and inclusion	12
Cochlear's workplace profile	12

Cover: Max, Cochlear™ Nucleus® System recipient

Lawful, ethical and responsible behaviour	13
HEAR Behaviours	13
Global Code of Conduct	13
Whistleblower Protection Policy	13
Remuneration and evaluation of senior
executives	14
Remuneration	14
Senior executive performance evaluation	14
Communication with shareholders	14
Shareholder engagement	14
Continuous disclosure	15
Risk management and assurance	15
Risk management oversight	15
Environmental and social risks	16
Internal audit	16
Assurances by management	16
Corporate reporting	16
Appendix	17
Diversity & Inclusion Progress Report for FY22	17

Cochlear Limited Corporate Governance Statement 2022

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Letter from the Chair

We are pleased to present this 2022 Corporate Governance Statement.

At Cochlear Limited (the Company and Cochlear), we have a proud history of having provided the gift of hearing for over 40 years - and with that comes a great responsibility.

Through our high-quality products and services, we have worked hard to earn the trust of our recipients as well as of the professionals that support them. We are committed to high standards of corporate governance and transparency, with a focus on preserving and enhancing our reputation and long-term sustainability.

The Board is responsible for the overall corporate governance of the Company including adopting appropriate policies and procedures designed to ensure that Cochlear is properly managed to create, protect and enhance shareholder value. The Board and its committees regularly review Cochlear's governance arrangements and practices to maintain compliance with regulatory requirements

and industry practice, and to ensure that they continue to support Cochlear's business objectives. Our directors, senior executives and employees are expected to act ethically, lawfully and responsibly at all times.

Since the outbreak of COVID, we have continued to be guided by our Mission - to help people hear and be heard

• in establishing the following principles to manage the business:

• ensure the health and safety of our employees;
• provide ongoing support to our recipients, clinics and professional partners; and
• maintain the financial health of the Company.

The Board considers that Cochlear's corporate governance practices have been consistent with the recommendations contained in the 4th edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations released on 27 February 2019 (ASX Principles and Recommendations) throughout

the reporting period from 1 July 2021 to 30 June 2022 (FY22). This Statement outlines our principal governance arrangements and practices for effective decision-making and accountability. It is current as at 18 August 2022 and has been approved by the Board.

For more information on Cochlear and its corporate governance, including Company policies, please go to the 'Investors' section of the Company's website www.cochlear.com.

Alison Deans

Chair

Cochlear's Board of Directors from top left: Yasmin Allen, Glen Boreham, AM, Alison Deans (Chair), Sir Michael Daniell, KNZM, Michael Del Prado, Andrew Denver, Christine McLoughlin, AM, Dig Howitt (CEO & President), Karen Penrose, and Prof Bruce Robinson, AC

Cochlear Limited Corporate Governance Statement 2022

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Roles and responsibilities of the Board and management

The role of the Board is to set Cochlear's strategic direction for the creation, maintenance and enhancement of long term sustainable value, to guide and monitor the management of the Company and its implementation of the strategy and to oversee good governance practice.

The Board aims to protect and enhance the interests of Cochlear's shareholders, while taking into account the interests of other stakeholders, including employees, customers, suppliers and the wider community.

In performing its role, the Board is committed to a high standard of corporate governance practice and to fostering a culture of compliance which values ethical, lawful and responsible behaviour, personal and corporate integrity, accountability, transparency and respect for others.

The Board has a charter which clearly sets out its role and responsibilities and describes those matters expressly reserved for the Board's determination. The Board Charter is available on the Company's website.

The CEO & President has responsibility for the implementation of Cochlear's strategic objectives, operating within the risk appetite set by the Board and for the day-to-day management of Cochlear. The CEO

• President is supported in this function by the Cochlear Executive team. Details of the members of the Executive team are set out in the Governance section of the 2022 Annual Report, available on the Company's website.

A summary of the Board's key responsibilities is set out below.

Key Board responsibilities

Strategy	Set strategic direction, provide input into management's development of corporate strategy and
oversee management's implementation of strategy.
Financial oversight	Approve and monitor the progress of major capital expenditure, capital management, operational
budgets, acquisitions and divestments and dividend policy.
Financial and	Approve Cochlear's interim and annual financial statements and oversee the integrity of
other reporting	Cochlear's accounting and corporate reporting systems.
Corporate governance	Review, ratify and monitor the effectiveness of Cochlear's systems of governance, risk
management and internal compliance and control, legal compliance, codes of conduct and other
	corporate governance policies and practices.
Risk management	Satisfy itself that Cochlear has in place an appropriate risk management framework. Set the risk
framework	appetite within which the Board expects the CEO & President and the Executive team to operate.
Board performance	Undertake regular external and independent evaluation of Board performance. Review annually
and composition	the composition of the Board.
Leadership selection	Evaluate the performance, and selection, of the CEO & President.
Succession and	Plan for Board, CEO & President and Executive succession and remuneration and set non-
remuneration planning	executive director remuneration.
Sustainability	Consider the social, ethical and environmental impact of Cochlear's activities and operations. Set
standards and monitor compliance with Cochlear's sustainability responsibilities and practices.
Material transactions	Approve any unbudgeted expenditure and capital transactions, outside the authority delegated to
management.

Cochlear Limited Corporate Governance Statement 2022

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Structure and composition of the Board

Cochlear is committed to ensuring that the composition of the Board continues to include directors who bring an appropriate mix of skills, experience, knowledge, expertise and

diversity, including gender diversity, required to discharge the Board's duties.

The Board currently comprises ten directors, including nine independent non-executive directors. Details of the directors, including their qualifications and date of appointment, are set out below. Detailed biographies of the directors are set out in the 2022 Annual Report, available on the Company's website.

Alison Deans: Following the retirement of Rick Holliday- Smith from the Cochlear Board on 20 August 2021, Alison Deans was appointed Chair of the Cochlear Board on 21 August 2021. Ms Deans has been a member of the Board since 1 January 2015 and is a highly respected company director, with extensive executive experience leading technology-enabled businesses across e-commerce, media and financial services.

Michael del Prado: Michael del Prado joined the Board on 1 January 2022 as a non-executive director. Mr del Prado has had a distinguished executive career of more than 30 years in the medical device and pharmaceutical industries. From his base in the United States, our biggest market by revenue, Michael brings deep international experience and expertise in driving innovation, leveraging new technologies and the prioritisation of growth opportunities across unique and diverse markets.

Karen Penrose: On 27 May 2022, Cochlear announced the appointment of Karen Penrose to the Cochlear Board, effective on 1 July 2022. Ms Penrose has served on the boards of a number of ASX50 companies and has had a distinguished executive career in senior leadership and Chief Financial Officer roles in financial services. Ms Penrose's skills and executive, board and governance experience will be invaluable to Cochlear and serve to further enhance the financial expertise of the Board.

The Board is of the view that the tenure profile, represented by the length of service of each of its directors on

the Board, is appropriately balanced such that Board succession and renewal planning is managed over the medium to longer term. The current directors possess an appropriate mix of skills, experience, knowledge, expertise and diversity to enable the Board to discharge its responsibilities, including overseeing the delivery of the Company's strategic priorities.

The full Board meets for at least eight scheduled meetings each year. Other meetings are called as and when necessary. A summary of meeting attendance, including committee meeting attendance, for FY22 is set out in the

2022 Annual Report at page 90.

Governance framework

Board of directors

Audit and Risk		Medical Science		People & Culture		Technology		Nomination
			and Innovation
Committee		Committee		Committee			Committee
			Committee

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