Suncorp : FY16 Corporate Governance Statement and Appendix 4G

SUNCORP GROUP LIMITED CORPORATE GOVERNANCE STATEMENT1‌

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This Corporate Governance Statement (Statement) for Suncorp Group Limited (Suncorp) reports on Suncorp Group's corporate governance policies and practices, and highlights where related governance documents and other information are located on the Suncorp Group website. The Statement has been approved by the Suncorp Group Board of Directors (the Board) and the representations made are accurate as at 4 August 2016.

Suncorp Group complies with the Corporations Act 2001 and the Australian Securities Exchange's Listing Rules. As an entity regulated by the Australian Prudential Regulation Authority (APRA), the Company also complies with the governance requirements prescribed by APRA under Prudential Standard CPS 510 Governance.

Throughout the reporting period, Suncorp Group's governance arrangements have been consistent with the third edition of the ASX Corporate Governance Council's (ASXCGC) Corporate Governance Principles

and Recommendations.

Suncorp Group includes leading general insurance, banking, life insurance and superannuation brands in Australia and New Zealand. The Group has approximately 13,500 employees and relationships with up to nine million customers. Suncorp Group Limited ranks in the top 20 companies in the S&P/ASX 100 Index. Suncorp Bank is a licensed Australian bank. The licensed general insurer is AAI Limited, and the licensed life insurer is Suncorp Life & Superannuation Limited.

Detailed information about the Group's business activities is at suncorpgroup.com.au. More information on Suncorp's New Zealand businesses and operations can be found at vero.co.nz.

SUNCORP GROUP LIMITED CORPORATE GOVERNANCE STATEMENT 2

1. SUNCORP GROUP GOVERNANCE FRAMEWORK AND OPERATING MODEL

   The Board believes high standards of corporate governance are essential for sustaining long-term company and share price performance and creating value for shareholders.

   The Board is committed to maintaining its robust governance system and a culture that values ethical behaviour and integrity. The Board is responsible for the governance framework which operates under Board-approved policies, charters and practices. The Board committees help the Board fulfil its governance role.

   The Board and its committees regularly review the Group's governance framework and associated practices to ensure they keep pace with regulatory change. The Board and committee charters are regularly reviewed to ensure consistency and accuracy.

2. 1 OPERATING MODEL

   The new operating model puts the customer at the centre of everything Suncorp does and is structurally and symbolically important in that all customers are to be treated as Group customers, without the distinction of traditional line-of-business domains. The Group's Customer Experience team uses data, insights and forward- looking analytics to inform product innovation and marketing strategies to ensure Suncorp is at the forefront of satisfying evolving customer needs.

   The Customer Platforms team creates dynamic and interactive platforms to allow customers to access any product, any brand, via any channel - including a digital marketplace. These customer functions support the Group's business units: Banking & Wealth; Insurance; and Suncorp New Zealand. These three business units are responsible for product design and manufacturing, claims management, delivering industry-leading experiences and end-to-end responsibility for the statutory entities. The organisation continues to be supported by corporate functions across Finance & Advice; Technology, Data & Labs; People Experience; Risk & Legal and Transformation.

   SUNCORP OPERATING MODEL

3. SUNCORP GROUP BOARD AND BOARD DELEGATIONS

4. 1 THE BO ARD' S ROLE

5. The Company's Constitution states that its business and affairs are to be managed under the Board's direction. The Board's role, responsibilities, powers and duties are further detailed in the Board Charter.

   The Board is ultimately responsible for the sound and prudent management of the Company, including:

   • representing shareholders and policyholders, accounting for performance and delivering long-term value

   • approving the strategic direction of the Company

   • monitoring and guiding management

   • appointing the CEO & Managing Director and determining the CEO & Managing Director's succession

   • overseeing effective governance

   • ensuring fair treatment for all stakeholders, including the customer, and

   • ensuring the Company's long-term financial viability.

   The Board directs management in the execution of business objectives, strategies and financial performance. Other than the responsibilities specifically reserved for the Board and its committees in their respective charters, the responsibility for management of day-to-day business activities is delegated to the CEO & Managing Director, Mr Michael Cameron, who is accountable to the Board. The Board and the CEO & Managing Director are supported by the Senior Leadership Team (Senior Executives) who report to the CEO & Managing Director.

   The Constitution, the Board Charter and Board committee charters are available at suncorpgroup.com.au/about- us/governance. The Board regularly reviews the Board Charter and the delegation of Board authority to the CEO & Managing Director.