Insurance Australia : Directors' report

DIRECTORS' REPORT

The Directors present their report together with the consolidated financial report of Insurance Australia Group Limited and its subsidiaries for the financial year ended 30 June 2021 and the Auditor's Report.

The following terminology is used throughout the financial report:

• Company or Parent - Insurance Australia Group Limited; and
• IAG or Group - the consolidated entity consists of Insurance Australia Group Limited and its subsidiaries.

DIRECTORS OF INSURANCE AUSTRALIA GROUP LIMITED

The names and details of the Company's Directors in office at any time during or since the end of the financial year are set out below. Directors were in office for the entire period unless otherwise stated.

CHAIRMAN

ELIZABETH B BRYAN AM

BA (Econ), MA (Econ) - Chairman and Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Elizabeth Bryan was appointed a Director of IAG on 5 December 2014, and became Chairman on 31 March 2016. She is the Chairman of the Nomination Committee, and attends all other Board committee meetings in an ex-officio capacity. Elizabeth is also the Chairman of Insurance Manufacturers of Australia Pty Limited.

OTHER BUSINESS AND MARKET EXPERIENCE

Elizabeth brings extensive leadership, strategic and financial expertise from a diverse range of industries to her role as Chairman.

She has over 30 years of experience in the financial services industry, government policy and administration, and on the boards of companies and statutory organisations.

Previous roles include Chairmanship of Caltex Australia Limited and UniSuper Limited.

Directorships of other listed companies held in the past three years:

• Virgin Australia Group (2015-2020); and
• IAG Finance (New Zealand) Limited (formerly part of the Group) (2016-2019). This company was delisted from the ASX on 17 December 2019.

MANAGING DIRECTOR

NICHOLAS (NICK) B HAWKINS

BCom, FCA - Managing Director and Chief Executive Officer, Executive Director

INSURANCE INDUSTRY EXPERIENCE

Nick Hawkins was appointed Managing Director and Chief Executive Officer of IAG on 2 November 2020.

Nick previously held the role of Deputy CEO, accountable for the management and performance of IAG's day-to-day operations. He previously spent 12 years as IAG's Chief Financial Officer, responsible for the financial affairs of the Group. Prior to this, Nick was the Chief Executive Officer of IAG New Zealand and also held a number of roles within finance and asset management since joining the Group in 2001.

Nick was appointed as Director of the Insurance Council of Australia (ICA) on 6 May 2021.

OTHER BUSINESS AND MARKET EXPERIENCE

Before joining IAG, Nick was a partner with the international accounting firm KPMG.

Nick is a graduate of the Harvard Advanced Management Program.

Directorships of other listed companies held in the past three years:

• IAG Finance (New Zealand) Limited (formerly part of the Group) (2008-2019). This company was delisted from the ASX on 17 December 2019.

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OTHER DIRECTORS

SIMON C ALLEN

BCom, BSc, CFInstD - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Simon Allen was appointed a Director of IAG on 12 November 2019 and is a member of the People and Remuneration Committee and Risk Committee.

Simon has been a Non-Executive Director of IAG's wholly-owned subsidiary, IAG New Zealand Limited since September 2015 and was appointed its Chairman in November 2019.

OTHER BUSINESS AND MARKET EXPERIENCE

Simon has over 30 years of commercial experience in the New Zealand and Australian capital markets and was Chief Executive of investment bank BZW/ABN AMRO in New Zealand for 21 years. He is currently Chair of The New Zealand Refining Company Limited and a Trustee of the New Zealand Antarctic Heritage Trust.

He was the inaugural Chair of NZX Limited and of the Financial Markets Authority and Crown Fibre Holdings Limited (renamed Crown Infrastructure Partners Limited).

Directorships of other listed companies held in the past three years:

• The New Zealand Refining Company Limited, since 2015.

DUNCAN M BOYLE

BA (Hons), FCII, FAICD - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Duncan Boyle was appointed a Director of IAG on 23 December 2016. He is a member of the Audit Committee and Risk Committee.

Duncan is Chairman of TAL Dai-ichi Life and a former Non-Executive Director of QBE Insurance Group.

Duncan's executive career included senior roles with a variety of financial and corporate institutions, including Royal and Sun Alliance Insurance. He also held various board roles with the Association of British Insurers, Insurance Council of Australia, Global Aviation Underwriting Managers, AAMI and APIA.

OTHER BUSINESS AND MARKET EXPERIENCE

Duncan is a former Non-Executive Director of Stockland Group and Clayton Utz.

Directorships of other listed companies held in the past three years:

• None.

SHEILA C MCGREGOR

BA (Hons), LLB, AICD Diploma - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Sheila McGregor was appointed a Director of IAG on 13 March 2018. She is a member of the Audit Committee.

OTHER BUSINESS AND MARKET EXPERIENCE

Sheila is a Partner at Gilbert + Tobin, advising on business-critical technology, data, privacy and digital issues.

Sheila is a Non-Executive Director of Crestone Holdings Limited. She is also a Non-Executive Director of St Vincent's Health Australia, the Sydney Writers' Festival and Board Chair of an independent girls' school in Sydney.

Directorships of other listed companies held in the past three years:

• None.

2 IAG ANNUAL REPORT 2021

JONATHAN (JON) B NICHOLSON

BA - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Jon Nicholson was appointed a Director of IAG on 1 September 2015. He is Chairman of the Risk Committee and a member of the People and Remuneration Committee and Nomination Committee.

OTHER BUSINESS AND MARKET EXPERIENCE

Jon is Non-Executive Chairman of QuintessenceLabs, a Director of Westpac Bicentennial Foundation and a Non-Executive Director of Cape York Partnerships.

He previously spent eight years with Westpac Banking Corporation, first as Chief Strategy Officer and later as Enterprise Executive. He retired from Westpac in 2014.

Jon's executive career included senior roles with a variety of financial and corporate institutions, including the Boston Consulting Group. He also held various roles with the Australian Government, including Senior Private Secretary to the Prime Minister of Australia (Bob Hawke) and senior positions in the Department of the Prime Minister and Cabinet.

Directorships of other listed companies held in the past three years:

• None.

HELEN M NUGENT AO

BA (Hons), PhD, MBA, HonDBus, HonDUniv - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Helen Nugent was appointed a Director of IAG on 23 December 2016. She is a member of the Audit Committee and Nomination Committee.

Previously, Helen was Chairman of Swiss Re (Australia) and Swiss Re (Life and Health) Australia, and a Non-Executive Director of Mercantile Mutual.

OTHER BUSINESS AND MARKET EXPERIENCE

In the financial services sector, Helen was the Chairman of Veda Group and Funds SA (along with Swiss Re), as well as a Non- Executive Director of Macquarie Group for fifteen years and the State Bank of New South Wales. She also served on Westpac Banking Corporation's executive team as Director of Strategy, and prior to that specialised in the financial services sector as a partner at McKinsey & Company.

Her experience as a Non-Executive Director extends to the energy sector. Currently, she is Chairman of Ausgrid, and previously was a Director of Origin Energy. This built on work she undertook in the sector while at McKinsey.

In the arts sector, Helen is the Chairman of the National Portrait Gallery, and previously was Chairman of the National Opera Review, the Major Performing Arts Inquiry, the Major Performing Arts Board of the Australia Council, as well as being Deputy Chairman of the Australia Council and Opera Australia.

Helen has been Chancellor of Bond University and President of Cranbrook School, as well as having been a member of the Bradley Review into tertiary education.

Helen is also currently Chairman of the National Disability Insurance Agency and a member of the Board of the Garvan Institute for Medical Research. Helen was appointed Senior Independent Director of TPG Telecom effective 26 March 2021 (formerly Non- Executive Director).

Helen's commitment to business and the community was recognised with her being made an Officer of the Order of Australia (AO), receiving a Centenary Medal, and being awarded Honorary Doctorates from the University of Queensland and Bond University.

Directorships of other listed companies held in the past three years:

• TPG Telecom, since 14 July 2020.

THOMAS (TOM) W POCKETT

BCom, CA - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Tom Pockett was appointed a Director of IAG on 1 January 2015. He is Chairman of the Audit Committee and a member of the Risk Committee, People and Remuneration Committee and Nomination Committee.

OTHER BUSINESS AND MARKET EXPERIENCE

Tom is Chairman and Non-Executive Director of Stockland Group, Chairman and Non-Executive Director of Autosports Group Limited, and Deputy Chair and a Director of Sunnyfield Independence Association and a Director of O'Connell Street Associates. He previously spent over 11 years as Chief Financial Officer and over seven years as Finance Director with Woolworths Limited and retired from these roles in February 2014 and July 2014, respectively. Tom has also held senior finance roles at Commonwealth Bank, Lend Lease Corporation and Deloitte.

Directorships of other listed companies held in the past three years:

• Autosports Group Limited, since 2016; and
• Stockland Group, since 2014.

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GEORGE SAVVIDES AM

BEng (Hons), MBA, FAICD - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

George Savvides was appointed a Director of IAG on 12 June 2019 and is a Chairman of the People and Remuneration Committee and a member of the Risk Committee and Nomination Committee.

He has extensive executive experience, serving as Chief Executive Officer of leading health insurer Medibank for 14 years (2002- 2016), and CEO of Sigma Company (now Sigma Healthcare) (1996-2001).

OTHER BUSINESS AND MARKET EXPERIENCE

George is a Non-Executive Director of New Zealand's Exchange (NZX) listed entity, Ryman Healthcare since 2013 and BuildXACT Software Limited since July 2021. He was Non-Executive Chairman of Australian Securities Exchange (ASX) listed biotech company Next Science (2018-2021) and is Chairman of the Special Broadcasting Service Corporation (SBS) (since July 2020).

He is a former Non-Executive Chairman of Kings Transport and Non-Executive Chairman of Macquarie University Hospital, and served for 18 years on the Board of World Vision Australia, including six years as Chairman, retiring in 2018.

Directorships of other listed companies held in the past three years:

• Ryman Healthcare, since 2013; and
• Next Science (2018-2021).

MICHELLE TREDENICK

BSc, FAICD, F Fin - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Michelle Tredenick was appointed a Director of IAG on 13 March 2018 and is a member of the People and Remuneration Committee and Risk Committee.

Michelle has held a number of senior executive roles in major Australian companies, including National Australia Bank, MLC and Suncorp. She has over 25 years of experience in financial services with roles spanning Chief Information Officer, Head of Strategy and Corporate Development and senior leadership roles in corporate superannuation, insurance and wealth management businesses.

OTHER BUSINESS AND MARKET EXPERIENCE

Michelle was appointed as a Non-Executive Director of First Sentier Investor in June 2020. She is a Director of Cricket Australia (since 2015) and Urbis Pty Ltd (since 2016). Michelle is also a member of The Ethics Centre Board and a member of the Senate of the University of Queensland.

Directorships of other listed companies held in the past three years:

• Bank of Queensland Limited (2011-2020).

DIRECTOR WHO CEASED DURING THE FINANCIAL YEAR

Peter Harmer was a Director from 16 November 2015 to 1 November 2020.

COMPANY SECRETARIES OF INSURANCE AUSTRALIA GROUP LIMITED

PETER HORTON

BA, LLB

Peter Horton joined IAG as Group General Counsel and Company Secretary in December 2019.

He was previously Executive Manager Legal, Governance and Risk at Transgrid.

Peter's career has included roles as Group General Counsel and Company Secretary for QBE Insurance Group Limited, Group General Counsel and Company Secretary of Woolworths Limited, General Manager Legal and Company Secretary of WMC Resources Limited and a Corporate Lawyer then Principal Solicitor at BHP Petroleum Pty Limited.

He is also a Non-Executive Director of the not-for-profit company Business For Development.

Peter was awarded a Lifetime Achievement Award for service to corporate law and in-house legal by Global Leaders in Law in September 2018. He was the ACLA Australian Corporate Lawyer of the Year in 2002 and his teams were awarded the ACLA Australian Law Award for In-House Legal Department of the Year in 2004 and 2005 (WMC Resources Limited) and 2013 (Woolworths Limited).

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JANE BOWD

FGIA, FCIS, GAICD, GradDip, LLM, LLB, BA

Jane Bowd joined IAG as the Group Company Secretary in June 2020, and leads IAG's Company Secretariat Team.

Jane was previously the Group Company Secretary & Corporate Counsel at Coca-Cola Amatil, and prior to that was the Head of Secretariat of the Global Wealth Division at ANZ Bank. She started her legal and governance career as a private practice lawyer in top tier law firm Clayton Utz, including in Corporate M&A.

Jane holds a Graduate Diploma of Applied Corporate Governance, Master of Laws, Graduate Diploma of Legal Practice, Bachelor of Laws, Bachelor of Arts, and is a graduate of the Royal Military College, Duntroon. Jane brings deep knowledge and expertise in legal and governance matters from her financial services roles and private practice, and membership of the Governance Institute of Australia's Legislative Review Committee.

Jane is an Independent Non-Executive Director of Financial Planning Association of Australia (FPA), and is also a Committee Member on the FPA's Board Audit and Risk Management Committee, and Governance and Remuneration Committee.

SEJIL MISTRY

BProc, LLM, FGIA, FCIS

Sejil joined IAG in September 2002 and has held the role of Company Secretary since September 2015. She holds a Master of Laws from the University of New South Wales and bachelor's degree in law from the University of Natal, South Africa. She also holds a Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia and is a Fellow of the Governance Institute of Australia. Sejil has over 20 years' experience in the insurance industry and has deep risk and governance experience.

On 30 June 2021, IAG announced the appointment of Virginia Papaluca as an additional Company Secretary effective 1 July 2021, following the resignation of Sejil Mistry effective 30 June 2021.

MEETINGS OF DIRECTORS

The number of meetings each Director was eligible to attend and actually attended during the financial year, including those attended in an ex-officio capacity, is summarised below:

					PEOPLE AND
					REMUNERATION	AUDIT		RISK		BOARD SUB	NOMINATION
DIRECTOR		BOARD OF DIRECTORS		COMMITTEE	COMMITTEE	COMMITTEE	COMMITTEE	COMMITTEE
	Scheduled	Unscheduled
Total number of
meetings held		12	2			8	6		7			3		5
	Re-		Re-		Re-		Re-		Re-		Re-		Re-
	quired	quired		quired		quired		quired		quired		quired
	to		to		to		to		to		to		to
	attend Attended	attend Attended	attend Attended	attend Attended	attend Attended	attend Attended	attend Attended
Elizabeth Bryan(1),(3)	12	12	2	2	-	8	-	6	7	7	2	2	5	5
Nick Hawkins(2),(3)	7	7	2	2	-	4	-	4	-	5	1	1	-	-
Simon Allen(1),(3)	12	12	2	2	8	8	-	5	7	7	-	-	1	1
Duncan Boyle(1),(3)	12	12	2	2	5	5	6	6	7	7	-	-	1	1
Sheila
McGregor(1),(3)	12	12	2	2	-	5	6	6	4	4	-	-	1	1
Jon Nicholson(1),(3)	12	12	2	2	8	8	-	5	7	7	-	-	5	5
Helen Nugent(1),(3)	12	12	2	2	-	5	6	6	4	4	-	-	5	5
Tom Pockett(1),(3)	12	12	2	2	3	8	6	6	7	7	3	3	5	5
George
Savvides(1),(3)	12	12	2	2	8	8	-	5	7	7	-	-	5	5
Michelle
Tredenick(1),(3)	12	12	2	2	8	8	-	4	7	7	-	-	1	1
Peter Harmer(1),(4)	5	5	-	-	-	4	-	3	2	2	2	2	1	1

1. Where not appointed as a Committee member, the Director had attended the meeting/s in an ex-officio capacity until the re-alignment of the Board-Committee composition described in footnote 3.
2. Nick Hawkins was appointed to the Board effective 2 November 2020 following his appointment as Managing Director and Group CEO.
3. The Board-Committee memberships were re-aligned on February 2021 as follows:
4. • Audit Committee: Tom Pockett (Chair) with Duncan Boyle, Sheila McGregor and Helen Nugent as members. The Board Chairman and Managing Director and Group CEO attend the Audit Committee.
   • Nomination Committee: Elizabeth Bryan (Chair) with Tom Pockett, Jon Nicholson, Helen Nugent and George Savvides as members.
   • People and Remuneration Committee (PARC): George Savvides (Chair) with Tom Pockett, Jon Nicholson, Simon Allen and Michelle Tredenick as members. The Board Chairman and Managing Director and Group CEO attend the PARC.
   • Risk Committee: Jon Nicholson (Chair) with Duncan Boyle, Tom Pockett, Simon Allen, George Savvides and Michelle Tredenick as members. The Board Chairman and Managing Director and Group CEO attend the Risk Committee.
5. Peter Harmer resigned as the Managing Director and CEO on 1 November 2020 and ceased to be a member of the Board Committees.

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