Insurance Australia

1. Structure
a) The Nomination, Remuneration & Sustainability Committee ("the Committee") is established by resolution of the Board of Insurance Australia Group Limited ("IAG"). References to "Board" means the Board of IAG.

b) The Committee shall comprise of up to five members, who shall be non-executive directors of IAG all of whom are independent, where independent has the meaning attributed to it in the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations.

c) The Committee may consider any matter that falls within the roles and responsibilities delegated to it by the Board, notwithstanding that the particular matter(s) may have been previously referred to, and considered by another Board Committee.

d) The Board of IAG shall appoint the Committee and its Chair. If the Chair is not present within 15 minutes after the time appointed for holding a committee meeting, the Committee members may choose one of their members as Chair of the meeting.

e) The Committee shall review this charter from time to time, as it deems appropriate, and refer any proposed amendments to the IAG Board for approval.

f) The Committee will annually review fulfilment of its responsibilities as set out in this Charter.
2. Role
The role of the Committee includes the following:
a) Provide advice and support to the Board in fulfilling its responsibilities to shareholders to ensure that the Board is comprised of persons who have the necessary range of skills, expertise and experience to enable it to discharge its responsibilities effectively;

b) Provide advice and support to the Board in the performance, composition and size of the Board;

c) Oversee corporate governance, board performance and composition of IAG subsidiary and associated companies

d) Provide assurance to the Board relating to the effectiveness, integrity and compliance of IAG’s remuneration policies and practices;

e) Ensure the overall remuneration policy and approach fits the strategic goals of IAG; and

f) Ensure the issues of corporate reputation, social responsibility, and IAG’s commitments around safety, environment, and community, stakeholder views are appropriately considered in the context of IAG’s view of its corporate purpose and strategy and the importance of corporate reputation to the delivery of sustainable value for shareholders.