Insurance Australia : Directors' report 2022 (6.8 MB)

DIRECTORS' REPORT

The Directors present their FY22 Annual Report together with the consolidated financial report of Insurance Australia Group Limited and its subsidiaries and the Auditor's Report. This report covers the reporting period 1 July 2021 to 30 June 2022 and where appropriate, references events that have occurred since the end of this period, but before publication.

The following terminology is used throughout the financial report:

• Company or Parent - Insurance Australia Group Limited; and
• IAG or Group - the consolidated group 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

THOMAS (TOM) W POCKETT

BCom, CA - Chairman and Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Tom Pockett was appointed a Director of IAG on 1 January 2015 and became Chairman at the conclusion of the 2021 Annual General Meeting (AGM) on 22 October 2021. He is Chairman of the Nomination Committee since 22 October 2021 and attends all other Board committee meetings in an ex-officio capacity. Tom is also Chairman of Insurance Manufacturers of Australia Pty Limited.

OTHER BUSINESS AND MARKET EXPERIENCE

Tom is Chairman and Non-Executive Director of Stockland Group and a Non-Executive Director of O'Connell Street Associates. He was previously Chief Financial Officer and then Finance Director with Woolworths Limited, and retired from Woolworths Limited in July 2014. Tom has also held senior finance roles at the Commonwealth Bank, Lendlease Corporation and Deloitte.

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

• Stockland Group, since 2014; and
• Autosports Group Limited (2016 - 2021).

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 Chief Executive Officer, accountable for the management and performance of IAG's day-today 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 Chief Executive Officer of IAG New Zealand and has also held a number of roles within finance and asset management since joining the Group in 2001.

Nick was appointed to the position of President of the Insurance Council of Australia (ICA) in December 2021 and commenced as President on 1 January 2022.

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).

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 1 September 2015 and was appointed its Chairman on 22 November 2019.

OTHER BUSINESS AND MARKET EXPERIENCE

Simon has over 35 years of commercial experience in the New Zealand and Australian capital markets and was Chief Executive of the investment bank BZW/ABN AMRO in New Zealand for 21 years. He is a Trustee of the New Zealand Antarctic Heritage Trust and was Chair of Channel Infrastructure NZ Limited (previously known as The New Zealand Refining Company Limited).

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

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Simon is a Chartered Fellow of the New Zealand Institute of Directors.

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

• Channel Infrastructure NZ Limited (previously known as The New Zealand Refining Company Limited) (2014 - 2022).

DAVID H ARMSTRONG

BBus, FCA, MAICD - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

David Armstrong was appointed a Director of IAG on 1 September 2021 and became Chairman of the Audit Committee on 22 October 2021. He is also a member of the Risk Committee.

OTHER BUSINESS AND MARKET EXPERIENCE

David is a former Partner of PricewaterhouseCoopers, with more than 40 years of experience in professional services. He has a deep knowledge and understanding of banking and capital markets, real estate and infrastructure, and is well versed in reporting, regulatory and risk challenges faced by the industry.

David is a Non-Executive Director of the National Australia Bank, where he chairs the Audit Committee, and is a member of its Risk

• Compliance Committee. He is also the President of the Australian Museum Trust, Chair of The George Institute for Global Health, Director of the Opera Australia Capital Fund Limited and the Trustee of Lizard Island Reef Research Foundation.

David is a Fellow of the Institute of Chartered Accountants in Australia and a member of the Australian Institute of Company Directors.

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

• National Australia Bank, since 2014.

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.

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 has been Chairman of the Risk Committee since 10 February 2021 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 includes senior roles with a variety of financial and corporate institutions, including the Boston Consulting Group. He has 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 AC

BA (Hons), PhD, MBA (Dist), 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.

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OTHER BUSINESS AND MARKET EXPERIENCE

Helen has extensive financial services experience, having been Chairman of Funds SA and Veda Group and a Non-Executive Director of Macquarie Group 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 and telecommunications. Currently, she is Chairman of Ausgrid, and previously was a Non-Executive Director of Origin Energy. She is also the Senior Independent Director at TPG Telecom.

Helen has given back extensively to the community in arts, education and health and disability. In arts, she has been Chairman of the National Portrait Gallery of Australia, the National Opera Review, the Major Performing Arts Inquiry, and the Major Performing Arts Board of the Australia Council. In education, she was Chancellor of Bond University and President of Cranbrook School. In disability and health, she was Chairman of the National Disability Insurance Agency, and is currently a Non-Executive Director of the Garvan Institute for Medical Research. Helen was appointed Chairman of the Order of Australia Association Foundation Limited effective August 2022.

She was made a Companion of the Order of Australia (AC) in January 2022, having previously received an AO and a Centenary Medal. She has also been 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 2020.

SCOTT J PICKERING

ANZIIF - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

Scott Pickering was appointed to the IAG Board on 1 November 2021 and is a member of the Audit Committee.

Scott has been a Chief Executive and is a senior leader in the global insurance industry with over 30 years of experience in the sector. He is a Non-Executive Director in state-owned Kiwibank and a former Non-Executive Director for Chubb Insurance in Australia and New Zealand.

Scott was formerly regional Chief Executive Officer for one of the world's largest insurance brokers, Willis Towers Watson, for Central and Eastern Europe, the Middle East and Africa. Prior to Willis Towers Watson, Scott worked for Royal & Sun Alliance Insurance as Regional Chief Executive Officer for Asia and the Middle East. He has also held senior regional leadership and Chief Executive roles at ACE Insurance and CIGNA in the Asia-Pacific region and South Africa.

Scott previously held the position of Chief Executive of the Accident Compensation Corporation, which provides comprehensive, no- fault personal injury cover for all New Zealanders. He stepped down from the role at the end of June 2021.

Scott is a member of the Australian and New Zealand Institute of Insurance and Finance.

OTHER BUSINESS AND MARKET EXPERIENCE

Scott is currently an advisor for Bain International Inc. and Health Now Limited and a Director in Engage Consulting Limited.

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

• None.

GEORGE D SARTOREL

MBA from Heriot-Watt University - Independent Non-Executive Director

INSURANCE INDUSTRY EXPERIENCE

George Sartorel was appointed to the IAG Board on 1 September 2021. He is a member of the People and Remuneration Committee and the Risk Committee.

George is a globally proven insurance Chief Executive Officer, with extensive operational, business and technology experience spanning property, casualty, health, life insurance and asset management. In an extensive career at Allianz, George has worked across a large variety of roles and countries and has led countries and regions of scale and formed strategic alliances.

George began his career as the Chief General Manager of Allianz Australia. Before becoming the Asia-Pacific Chief Executive Officer of Allianz, George was the Chief Executive Officer of Allianz Italy and Allianz Turkey. He is the former Chair of Allianz Asia Advisory Council and member of the Allianz Australia Group. He was also a member of the Allianz International Executive Committee and the founding member of Allianz X, the corporate venture capital company that invested in innovative digital start-ups. George is considered one of Allianz's most technologically oriented and innovatively minded leaders.

George is also a Non-Executive Director of Prudential plc and previously served as a Director of BIMA.

OTHER BUSINESS AND MARKET EXPERIENCE

George has served as a member of the Financial Centre Advisory Panel (Monetary Authority of Singapore).

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

• Prudential plc, since 2022

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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 has been Chairman of the People and Remuneration Committee since 10 February 2021 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 Chief Executive Officer of Sigma Company (now Sigma Healthcare) (1996-2000).

OTHER BUSINESS AND MARKET EXPERIENCE

George has been a Non-Executive Director of New Zealand's Exchange (NZX) listed entity, Ryman Healthcare since July 2013 and BuildXACT Software Limited since July 2021. He was Non-Executive Chairman of the Australian Securities Exchange (ASX) listed biotech company Next Science (2018-2021) and has been 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 has 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 Investors in June 2020 and Zafin Labs Americas Incorporated in May 2021. She has been a Director of Cricket Australia since 2015 and Urbis Pty Ltd since 2016. She is a former Chair of the IAG & NRMA Superannuation Fund (2012-2018).

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

• Bank of Queensland Limited (2011 - 2020).

DIRECTORS WHO CEASED DURING THE FINANCIAL YEAR

• Elizabeth Bryan was a Non-Executive Director from 5 December 2014 to 22 October 2021.
• Duncan Boyle was a Non-Executive Director from 23 December 2016 to 22 October 2021.

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.

JANE BOWD

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

Jane Bowd joined IAG as Group Company Secretary and Corporate Counsel in June 2020 and leads IAG's Company Secretariat Team, responsible for Board and enterprise governance.

Jane was previously Group Company Secretary and Corporate Counsel at Coca-Cola Amatil, and prior to that was 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.

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Jane holds a Master of Laws, Graduate Diploma of Applied Corporate Governance, 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's corporate governance skills were recognised nationally when she was awarded the inaugural Company Secretary of the Year Award at the Australian Law Awards in 2019, and then again in 2020.

Jane retired as an Independent Non-Executive Director of the Financial Planning Association of Australia (FPA), including as Committee Member on the FPA's Board Audit and Risk Management Committee, and Governance and Remuneration Committee, in March 2022.

MEETINGS OF DIRECTORS

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

			PEOPLE AND
	BOARD OF	REMUNERATION	AUDIT	RISK	BOARD SUB	NOMINATION
DIRECTOR	DIRECTORS	COMMITTEE	COMMITTEE	COMMITTEE	COMMITTEE(5)	COMMITTEE
Total number of
meetings held	14		9		5		8		15	2
	Required		Required		Required		Required		Required		Required
	to attend	Attended	to attend	Attended	to attend	Attended	to attend	Attended	to attend	Attended	to attend	Attended
Current Directors
Tom Pockett(1),(4)	14	14	3	9	1	5	2	8	7	7	2	2
Nick Hawkins(1),(5)	14	14	-	9	-	5	-	8	12	13	-	-
Simon Allen(1),(5)	14	14	9	8	-	4	8	8	10	10	-	-
David	11	11	-	1	4	4	6	6	3	3	-	-
Armstrong(1),(2),(4)
Sheila
McGregor(1),(5)	14	14	-	3	5	5	-	1	8	8	-	-
Jon Nicholson(1)	14	14	9	9	-	3	8	8	1	1	2	2
Helen Nugent(1)	14	14	-	2	5	5	-	1	1	1	2	2
Scott Pickering(1),(2)	9	9	-	3	4	4	-	4	-	-	-	-
George	11	11	6	6	-	2	6	5	-	-	-	-
Sartorel(1),(2)
George Savvides(1)	14	14	9	9	-	4	8	8	-	-	2	2
Michelle	14	14	9	9	-	2	8	8	-	-	-	-
Tredenick(1)
Former Directors
Elizabeth Bryan(1),(3)	5	5	-	3	-	1	-	2	1	1	1	1
Duncan Boyle(1),(3)	5	5	-	2	1	1	2	2	-	-	-	-

1. Where not appointed as a Committee member, the Director had attended the meeting/s in an ex-officio capacity; The Board Chairman attends all Standing Board Committee meetings in an ex-officio capacity, except for the Nomination Committee of which the Board Chairman is also the Committee Chairman.
2. David Armstrong and George Sartorel were appointed to the Board effective 1 September 2021, and Scott Pickering was appointed to the Board effective 1 November 2021.
3. Elizabeth Bryan and Duncan Boyle retired effective 22 October 2021.
4. Tom Pockett was appointed as Board Chairman and David Armstrong was appointed as Audit Committee Chairman effective 22 October 2021.
5. This includes a Due Diligence Committee established by the IAG Board on 23 September 2021 which oversaw the issue of the NZ$400 million Tier 2 subordinated term notes. The Due Diligence Committee comprised of Directors and members of Management. Director members of the Due Diligence Committee were Simon Allen, Sheila McGregor and Nick Hawkins.

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