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Introduction

All the entities listed on ASX are required to comply with the ASX listing rules. Listing rule 4.10.3 requires the listing companies to include a corporate governance statement in their annual report or a URL where this statement is located (ASX Corporate Governance Council, 2019). Such statement must disclose the level to which the company has followed the recommendations set by ASX CGC. The council has prescribed 8 principles, 35 specific recommendations, and 3 general recommendations. The companies must disclose which principles they have followed, and they are also required to disclose which principles they have not followed along with the reason of non-following.

Discussion

A. Comparison of Australian to relevant international corporate governance

ASX Corporate Governance Code	Allocated Company – Suncorp	Group Assignment Company - Cathay Pacific
Principle 1: Lay solid foundations for management and oversight
A listed entity should have and disclose a board charter and it should undertake appropriate checks before appointing a director and informing the security-holders about the election or re-election of a director.	Suncorp is compliant with this recommendation as it has a board charter, and the policy of appointing directors only after appropriate checks, and new non-executive director appointed by Board seeks election by shareholders (Page 47, Annual report 2022-23).
2. Structure the board to be effective and add value
Nomination committee, Board skills matrix, Directors’ independence.	Suncorp has complied with this principle since it has a nomination committee responsible for assisting in achieving the optimal composition of the Board; Board skills matrix; all its non-executive directors are expected to bring independent judgement to the Board’s deliberations; and Chairman Christine McLoughlin is a non-executive, independent director, and CEO of the company is Steve Johnston who is an executive director (Pages 45, 47 & 49, Annual report 2022-23).	Same as ASX CGC
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
A listed entity should articulate and disclose its values; it should have a code of conduct for its directors; it should have a whistle-blower policy; and it should have an anti-bribery and corruption policy.	Suncorp has complied with this principle by disclosing its purpose, values, and culture; whistle-blower protection; and anti-bribery and corruption policy (Page 50, Annual report 2022-23).
Principle 4: Safeguard the integrity of corporate report
Audit Committee	Suncorp complies with this principle as it has an Audit Committee for assisting the Board in oversight of its financial and operational control environment (Page 49, Annual report 2022-23).	Same as ASX CGC
Principle 5: Make timely and balanced disclosure
A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations.	Suncorp complies with this principle as it has the policy of Continuous disclosure in place (Page 50, Annual report 2022-23).
Principle 6: Respect the rights of security holders
A listed entity should provide its security holders with appropriate information.	Suncorp has complied with this principle as it has disclosed its engagement with the shareholders through shareholder communication, investor relations program, and annual general meeting (Pages 50 & 51, Annual report 2022-23).	Same as ASX CGC
Principle 7: Recognise and manage risk
Risk Committee	Suncorp is found to have complied with this principle since it has risk committee which reviews an independent report on the appropriateness, effectiveness and adequacy of its ERMF at least every three years (Page 52, Annual report 2022-23).	Same as ASX CGC
Principle 8: Remunerate fairly and responsibly
Remuneration Committee	Suncorp is found to have complied with this principle since it has the people and remuneration committee in place (Page 53, Annual report 2022-23).	Same as ASX CGC

B. Critical analysis of corporate governance

The disclosures related to three of the eight corporate governance principles will be discussed in this part, namely - Lay solid foundations for management and oversight; Structure the board to be effective and add value; and Instil a culture of acting lawfully, ethically and responsibly.

Lay solid foundations for management and oversight

Suncorp's Constitution expresses that its business and undertakings are to be overseen under the Board's heading. The Board Carter:

states that the Board's job is one of stewardship for benefit of partners, guaranteeing the Suncorp Gathering remains feasible and successful in the present and for what's in store
obviously sets out the Board's job, obligations, powers also, obligations and portrays those matters explicitly held for the Board's assurance and those matters assigned to the board.

Other than the obligations explicitly saved for the Board and its Councils in their separate Sanctions, obligation regarding the board of the everyday business exercises is assigned to the Gathering Director who is responsible to the Board.

The Board consistently surveys the Board Sanction and the assignment of Board power to the Gathering Director. The Suncorp Constitution, and Board and Advisory group Contracts are accessible in the administration and arrangements segment

of the company’s website.

Where the Board has recognized the requirement for another director, whether as a component of its abilities grid survey or its continuous progression

arranging, the Board Selection Council will help with an up-and-comer search and make a proposal to the Board.

An outside expert might be locked in to help the pursuit cycle. Another director is just selected after the fulfillment of suitable checks, as per Suncorp's Fit and Appropriate

Strategy (which thus meets the prerequisites set out in APRA's Prudential Standard CPS 520 Fit and Appropriate, and furthermore applies to Director Authority Group (ELT) arrangements). Directors are officially evaluated against this arrangement on arrangement, and every year from there on, to affirm they are of good standing, and that they have/have kept up with the vital skill, character, ingenuity, experience and judgment expected to satisfy their job.

Suncorp has formal letters of arrangement set up with each non director, which set out their arrangement terms. The Gathering President has a work contract.

Any new non director that is named by the Board looks for political decision by investors at the AGM following their arrangement (predictable with the Organizations Act and the ASX Posting Rules). Suncorp reveals all data pertinent to the appointment of another non-leader director in the AGM Notice of Meeting.

Structure the board to be effective and add value

The Board Contract expects that the Director, and a larger part of directors, are free, non-leader directors.

Notwithstanding, all Suncorp non-leader directors are supposed to carry free judgment to the Board's thoughts, and to valuably challenge the board where required. In expansion, the non-director directors have customary conversations during booked Board and Panel gatherings without the Bunch President or other administration in participation.

The Board officially surveys the autonomy of its directors on arrangement, and while looking into each non-leader director's yearly confirmation. A register of directors' inclinations is kept current, to work with a continuous appraisal over time.

The Board likewise gives thought to a non-director director's residency on the Board in evaluating freedom, in any case, the simple reality that a director has served on the Board for a significant period doesn't imply that the director can no longer be viewed as free.

Suncorp's Constitution and Board Sanction require that the Board is contained at least five and a limit of 13 directors. The piece of the Load up whenever will, inside the above endorsed range, likewise mirror the Board's:

obligation to guaranteeing its directors all things considered have a adequate blend of abilities, aptitude and variety expected for the successful administration of Suncorp
objective of keeping a harmony between longer-serving directors with laid out experience and information on Suncorp's business exercises, and new directors who bring new points of view.

As we complete the offer of Suncorp Bank (dependent upon administrative endorsements) and embrace the progress to turn into a committed trans-Tasman insurance agency, the Board will develop to mirror the changing sythesis and needs of our business.

The Board abilities framework sets out the key abilities, aptitude what's more, characteristics that the Board accepts are fundamental for the compelling administration of Suncorp.

During FY23, the Board:

investigated and refreshed the lattice classifications, to guarantee that they keep on mirroring the idea of Suncorp's current key needs and working climate; furthermore,
gave primer thought to the ideal Board administration structure for Suncorp as a committed insurance agency (which stays subject to the end of the offer of Suncorp Bank), including the abilities furthermore, experience that would be vital into what's to come.

Every director attempts a yearly self-evaluation against the abilities network classifications, which are then totalled and peer-inspected by the Board. Where a director has been evaluated as having a created degree of capacity in a given classification (being a level that can certainly be attracted upon to add to the Board's thoughts), it is reflected in the Board abilities lattice.

Instil a culture of acting lawfully, ethically and responsibly

The Board and the executives accept that how we accomplish our motivation of 'building fates and safeguarding what makes a difference's is similarly essentially as significant as the outcomes we convey. Suncorp has fostered a bunch of Being @ Suncorp ways of behaving that give everybody at Suncorp clear and reliable social assumptions that will uphold the accomplishment of our ideal culture.

Suncorp upholds and advances a culture where our kin feel ready to report examples of bad behavior. Suncorp's Informant Strategy portrays extra assurances and backing that are given to individuals in conditions where the idea of the reportable direct requires it. A rundown of de-distinguished occurrences that are accounted for under the Informant Strategy are uncovered to the Board.

Suncorp has no capacity to bear criminal behavior and requires consistence with all enemy of pay off and debasement regulations in all business sectors and wards in which we work or manage exchanges. Suncorp's Set of rules and Against Pay off and Debasement Strategy denies our kin from: ΐ offering, tolerating, requesting or offering any incentive in any structure (counting working with installments) ΐ participating in any type of defilement, no matter what the planned recipient of the movement. Any material breaks of the Counter Pay off and Debasement Strategy would be accounted for to the Board. Assuming proof of wrongdoing were to be recognized, the matter would likewise be alluded to the important policing.

Suncorp's strategy keeps on disallowing direct money gifts to ideological groups or competitors, and any political use mirrors a non-sectarian way to deal with political commitment.

The Partnerships Act and Suncorp's Protections Exchanging Strategy restrict directors, leaders and all workers from exchanging Suncorp protections whenever while possessing cost delicate data. Moreover:

directors and recommended people are disallowed from exchanging Suncorp protections at specific times including before the arrival of Suncorp's half-year and entire year monetary outcomes to the ASX, and the AGM
directors and workers should not go into a supporting exchange that is intended to restrict the financial gamble of holding in Suncorp protections.

Suncorp's Revelation Strategy and related techniques set out Suncorp's way to deal with guarantee mindfulness and consistence with our legitimate consistent divulgence commitments. This incorporates the revelation of required material data about Suncorp's exercises in an ideal and adjusted way to all market members similarly, through lodgement with the ASX.

The Gathering CFO (Gathering CFO) is Suncorp's Corporate Divulgence Official. The board's Divulgence Council helps the Corporate Revelation Official with guaranteeing consistence with Suncorp's constant exposure commitments. The Revelation Advisory group meets consistently, and is locked in any case as expected, to consider matters that might require divulgence, and to survey and support the substance of proposed material for lodgement with the ASX.

Conclusion

It is concluded that Suncorp has complied with all eight corporate governance principles prescribed by ASX and it has made all the relevant disclosures at the appropriate places.

References

ASX Corporate Governance Council. (2019). Corporate Governance Principles and Recommendations 4th Edition. In ASX Corporate Governance Council. https://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-fourth-edn.pdf

Suncorp Group. (2023). Corporate Governance 42 Annual Report 2022-23. In Suncorpgroup.com.au (pp. 42–53). https://www.suncorpgroup.com.au/uploads/2022-23-Corporate-Governance-Statement.pdf

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