Heartland Group Holdings Ltd

Heartland, Heartland Bank and Heartland Bank Australia each have their own Board and Board Committees and make independent decisions (including on corporate governance matters). Heartland and Heartland Bank have developed a Heartland Entities Oversight Governance Framework (Oversight Framework), which was adopted by their respective Boards from completion of the acquisition of Challenger Bank (now Heartland Bank Australia). The Oversight Framework balances the importance of strong governance by the respective boards of directors of Heartland Bank and Heartland Bank Australia to ensure the prudent management of their own business and risks, alongside the need for Group-wide oversight of all material risks. [...] In addition to the Audit & Risk Committee, the Heartland Board established a Sustainability Committee on 9 November 2023 to oversee Heartland's Sustainability strategy and implementation plans. The Sustainability Committee operates under a written charter which is available on Heartland's shareholder website, heartlandgroup.info. The purpose of the Committee is to advise and provide assurance to the Board in order to enable the Board to discharge its responsibilities in relation to: • setting and reviewing progress against Heartland's sustainability strategy (covering environmental, social and economic wellbeing factors) • Heartland's annual sustainability disclosures • the oversight of Heartland's implementation of the climate-related risks (and opportunities) disclosure regime • advocacy for sustainability issues, including consideration of whether the appropriate skills and competencies exist across Heartland. Under the charter, the Committee must be made up of at least one non-executive director of Heartland. The majority of the Committee must be independent directors. The Committee may include non-executive directors of Heartland's subsidiaries. As at 30 June 2024, the members of the Committee are K Mitchell, S Tyler and G E Summerhayes. The proceedings of the Committee are regularly reported back to the Board.

Heartland Group's Board is responsible for Heartland Group's corporate governance, strategy and risk appetite. This includes ensuring that Heartland Group's strategy and risk appetite takes into consideration climate-related risks and opportunities. The Board is supported in this work by its Board Committees. [...] Heartland Group's Sustainability Committee was established in November 2023 and comprises directors of Heartland Group, Heartland Bank and Heartland Bank Australia. The Committee meets quarterly to consider climate-related risks and opportunities and provide updates, guidance, and leadership regarding climate initiatives. The Committee is now provided with a quarterly report from the Chief Operating Officer which addresses the Group's progress against the initiatives, metrics and targets as well as climate-related risks and opportunities. The Committee also receives reports from other Executives in respect of matters relevant to the Committee's purpose. Using those reports, the Committee monitors progress against the initiatives, metrics and targets, and makes recommendations to the Board to update and/or set new metrics and targets from time to time. The Committee also considers whether the appropriate climate-related skills and competencies exist across the Group (both at Board and Management levels).