###### Governance
The Macquarie Group Limited (MGL) and Macquarie Bank Limited (MBL) Boards and management recognise the importance of sound Environmental, Social and Governance (ESG) practices as part of their responsibility to our clients, shareholders, communities, our people and the environment in which Macquarie operates.
Climate change is one of Macquarie's eight ESG focus areas[(1)] and is core to our business and risk management practices. We have therefore integrated oversight of climate risks and opportunities throughout our governance structure, including at the highest level:
MGL and MBL Boards
MGL and MBL Board Governance and Compliance Committees
Banking and Financial Services
Commodities and Global Markets
Macquarie Macquarie Capital Asset Management
Corporate Operations Group
Financial Management Group
Legal and Governance Group
Risk Management Group
Chief Risk Officer
MGL and MBL Senior Management Committees
Head of Net Zero Net Zero and Climate Risk Steering Group (Net Zero and Climate Risk Program)
Net zero commitments
Operationalisation of climate risk management
Internal engagement
For internal reporting and risk management purposes, Macquarie is divided into four Operating Groups, which are supported by four Central Service Groups. As part of their broader activities, which are described on pages 18-21 of Macquarie's FY2023 Annual Report, each of the Operating Groups is engaging in a range of activities aligned to our climate strategy and net zero commitments.
To support oversight of net zero and climate risk, climate-related agenda items are tabled throughout the year at our Boards and management meetings. This includes for our regional entity Macquarie Bank Europe (MBE). Examples are shown below:
**Agenda item** **Jan** **Feb** **Mar** **Apr** **May** **Jun** **Jul** **Aug** **Sep** **Oct** **Nov** **Dec**
**MGL/MBL Boards** Net Zero & Climate Risk
ESG Report
**MGL/MBL Board** **Governance** **and Compliance** **Committees**
ESR Material Risk Report
ESG Report
**MGL/MBL Executive** ESR Material **Risk Committees** Risk Report
ESG Report
**MGL/MBL Executive** Net Zero & **Committees** Climate Risk
**MBE Board** Climate Risk
[(1) Refer to page 50 of Macquarie's FY2023 ESG Report (PDF)](https://www.macquarie.com/assets/macq/impact/esg/policies/2023/macquarie-group-fy23-esg.pdf)
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###### Governance
Continued
The MGL and MBL Boards, in accordance with their respective charters, approve MGL's and MBL's Risk Appetite Statement and Risk Management Strategy, monitor material risks faced by MGL and MBL, and review how these are managed. The Boards are responsible for annually approving Macquarie's Risk Management Framework (RMF), which includes our ESG framework and major ESG policies. The Boards also approve key decisions, targets and disclosures such as those included in Macquarie's Net Zero and Climate Risk Report, and provide oversight of progress towards meeting targets.
The MGL and MBL Board Governance and Compliance **Committees (BGCCs), in accordance with their respective charters,** assist the MGL and MBL Boards by reviewing and monitoring the Group's and Bank's environmental and social risk management policies, practices and performance. The BGCCs receive climate-related reporting from management at least twice a year.
The MGL and MBL Senior Management Committees (the MGL and MBL Executive Committees and the MGL and MBL Executive Risk Committees) act as escalation and executive bodies for net zero and climate risk efforts across Macquarie, receiving periodic updates on progress and providing guidance on next steps.
The Risk Management Group (RMG) is an independent group that provides objective review and challenge, oversight, monitoring and reporting in relation to Macquarie's material risks. When new or evolving risks are identified, the impacted areas of the RMF are assessed and adjusted where required to ensure the risks are managed effectively. In addition to the oversight activities performed by RMG, the Internal Audit Division (IAD) provides independent and objective risk-based assurance to the Boards or Board Audit Committees, other relevant Board Committees and senior management on the compliance with, and effectiveness of, Macquarie's financial and risk management framework, including its governance, systems, structures, policies, processes and people for managing material risks. IAD regularly reassesses emerging risks, regulations and trends to ensure that these are adequately captured within the internal audit plan, including climate-related risks.
The Financial Management Group (FMG) is responsible for capital, funding, liquidity, tax and strategic analysis and advice to support the growth of the Macquarie business. It ensures Macquarie meets its financial, regulatory and tax reporting compliance obligations, as well as maintaining relationships with a range of significant external stakeholders. In line with the growing importance of sustainability-related disclosures, FMG has recently established a sustainability reporting function, which aims to consolidate sustainability reporting across Macquarie as reporting requirements grow and evolve.
To support senior management with their responsibilities and drive progress, in 2021 Macquarie formed a dedicated centralised cross-Group Net Zero and Climate Risk Program **(the Program). Reporting to the Chief Risk Officer (CRO) and led** by the Head of Net Zero, the central Program team provides a coordinated approach to net zero and to climate risk across
Macquarie, aligning to existing approval forums and bodies. The Program builds on established capabilities within each Operating Group. The CRO is responsible for the successful achievement of the Program's objectives, while the Head of Net Zero is responsible for the day-to-day Program operations. Both work closely with the Executive Committees, Boards and Macquarie's RMG Environmental and Social Risk (ESR) function.
Supporting the Program is the Net Zero and Climate Risk **Steering Group. This body has senior representatives from each** Operating and Central Service Group, who are responsible for driving outcomes and steering decisions relevant to the Program. They provide support to the various working groups and to senior management in decision-making.
**Work to meet our net zero commitments:**
**Aligning our financing activities with the global goal of net** **zero emissions by 2050: To achieve our net zero ambition,** Macquarie has a Financed Emissions Working Group. This includes representatives from across Operating and Central Service Groups to enable the development of approaches, methodologies, frameworks and governance required to deliver on our commitment. Each Operating Group has dedicated resources responsible for analysing industry sectors applicable to their group, quantifying emissions, assessing targets, and developing strategies and actions to meet those targets. Senior management and the Boards approve targets and receive updates of progress towards meeting them.
**Net zero emissions in our own business operations by FY2025** **(Scope 1 and 2):[(2)] Macquarie's Corporate Operations Group (COG)** leads our efforts to reach net zero emissions in our own business operations. COG has a dedicated governance model to support these efforts, reporting into Macquarie Group's Chief Operating Officer. COG's Business Services Division leads the execution of [Macquarie's 2025 Sustainability Plan](https://www.macquarie.com/assets/macq/impact/esg/2025-sustainability-plan.pdf) and net zero efforts in collaboration with Macquarie's other functions. Progress updates are provided to the Boards, Executive Committees, and Net Zero and Climate Risk Steering Group to ensure coordination of approaches across Macquarie and enable visibility and support where needed.
**Work to operationalise climate risk management:**
There are clear roles and responsibilities across Macquarie with respect to climate risk management and a well-established ESR function in RMG. The RMG ESR team comprises subject matter experts who coordinate a diverse range of ESG activities across Operating and Central Service Groups and regions, including developing and implementing Macquarie-wide and Operating Group-specific policies, reviewing transactions, providing advice on climate risks and opportunities, and facilitating training. Additionally, we have grown our teams within our Operating Groups to support, assess and manage environmental and social risks, including climate-related risks. This further embeds the responsibility and capability of our business teams ('first line of defence') to operationalise climate risk management.
(2) Throughout this Report when we refer to 'net zero' in relation to our own business operations Scope 1 and 2 emissions ambition, we are informed by recommendations from the Science Based Targets initiatives (SBTi) Corporate Net Zero Standard, Net-Zero Banking Alliance Supporting note: The Use of Carbon Credits in Climate Target Setting, and The Oxford Principles for Net Zero Aligned Carbon Offsetting. See Section 4 — Strategy for further detail.
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###### Governance
Continued
The Climate Risk Working Group, reporting to the Head of Net Zero and comprising representatives from all RMG Divisions, provides an additional level of oversight of climate risk management. This provides appropriate senior leadership oversight and management of climate risk and the program of activities to mature our operationalisation of climate risk across our risk management frameworks, policies and procedures. The Climate Risk Working Group is supported by dedicated resourcing across our Compliance and Prudential Risk teams, which engage in well-established processes to conduct regulatory horizon scanning and triage, as referenced in Section 6 — Risk Management.
**Internal engagement:**
The Macquarie Climate Solutions Taskforce (CST) is a committee formed with representatives from all Operating Groups and Central Service Groups. The CST works to support Macquarie's expansion into new climate-aligned technologies such as hydrogen and carbon capture, utilisation and storage, given Macquarie's ambition is to strengthen the support it provides to carbon-intensive industries and clients, like the oil/gas sector, to enable decarbonisation.
The CST is supported by a Climate Intelligence Unit (CIU) which supports and informs Macquarie's engagement and growth in issues related to climate change and the energy transition, providing weekly briefings on climate matters that are accessible to all of our people. The CIU provides expert support across Macquarie on clean technologies, market developments and cross-Group client opportunities.
In addition to the above, our Operating and Central Service Groups continue to enhance our climate and energy transition related capabilities and to support our people to understand and respond to the changes. Examples include the Banking and Financial Services (BFS) Net Zero Forum, Commodities and Global Markets (CGM) Energy Transition Steering Committee, CGM Global Carbon Business, CGM ESG and Climate Team, Macquarie Capital ESG Committee, Macquarie Capital Energy Transition Business, Macquarie Capital Net Zero and Climate Risk Team and the Macquarie Asset Management Sustainability Team.