1. Law Institute of Victoria: Diversity Presentation Eric MayneNovember 2010

2. Presentation outline  ASX’s Corporate Governance Council new Recommendations for diversity  Impetus for change  Other initiatives  What else can be done?  Questions

3. From January 2011, new Corporate Governance Council Recommendations on diversity will apply to all listed entities  Boards to develop diversity policy and set gender objectives  Report annually on achievement against these objectives  Report annually on proportion of women at three levels: – board – senior management – Organisation  Early adoption from 1 July 2010 is encouraged

4. Guidance commentary  Diversity includes, but is not limited to, gender, age ethnicity and cultural background  Measurable objectives in Recommendation 3.4 relate to gender diversity – can include additional measurable objectives  Introduce appropriate procedures to ensure that diversity policy is properly implemented  Include in Corporate Governance Statement a statement about mix of skills and diversity which the board of directors is looking to achieve in its membership  Companies should consider how best to report to achieve an accurate and not misleading impression of the relative participation of women and men in the workplace and the roles in which they are employed.

5. Guidance commentary  Articulate corporate benefits arising from employee and board diversity  Link achievement of measurable objectives to KPIs for Board, CEO and senior executives  Include programs and initiatives that would develop skills and experience that prepare employees for senior management and board positions  Board nomination committees should consider diversity in succession planning

6. Impetus for change  CAMAC report on Diversity on Boards of Directors  Poor record of corporate Australia on gender diversity  Financial studies that suggested diversity could drive competitiveness  International developments

7. Impetus for change - poor record of diversity at the highest levels of corporate Australia As at 30 June 09, only 8.3% of board members of the Top 200 companies were women* June 09 Position % companies with women directors % women on boards All entities 16%3.5% Top 200 34%8.3% Top 500 32%4.9% Companies 16%3.4% Trusts 29%4.9% * ASX Compliance Review of June 09 Annual Reports only – excludes companies with December year end

8. Impetus for change : Research suggests that there are financial drivers to support change …  “ Australia’s hidden resource - the economic case for increasing female participation” suggests that closing the male / female employment gap could boost Australian GDP by 11%. Goldman Sachs JB Were  “The Bottom Line: Corporate Performance and Women’s Representation on Boards” showed that Fortune 500 companies with the highest representation of women board directors had significantly increased financial performance (return on equity, return on sales, return on invested capital) Catalyst Research 2007

9. Impetus for change – International Developments Included in CGC recommendations effective from 01/01/11 Spain – CG Standards (comply/explain); similar to Australia US - Disclosure if diversity considered in nomination process UK CG Code- Regard for gender mix, and appointment from broad talent pool Germany – Consider diversity in management and board appointments France – 40% quota by 2016 to pass Senate Norway – 40% Quota

10. Other initiatives - CGC Recommendations kick started the process. What else has been done? Current board appointment selection criteria and processes that do not take into account the benefits of diversity. Database of suitably qualified women Improved targeting of women for management development Executive mentoring Relatively small pool of women with senior management experience Informal barriers – glass ceiling More structured and transparent board appointment process Establish Diversity policy Set gender objectives Report against gender objectives Raising awareness of the benefits of diversity and the issues CGC Others

11. Other recent initiatives to increase the pipeline of potential women directors include …  AICD’s ASX 200 Chairmen’s Mentoring Program  BCA C-Suite Project  Chief Executive Women – CEO Kit to attract and retain women – Talent Development Program  EOWA Employer of Choice for Women award program  ASX initiatives

12. What ASX is doing  ASX is tracking the number of women directors in listed companies from information provided in Annual Reports to provide a base line to report against going forward  These figures will be reported in our periodic Analysis of Corporate Governance Disclosures in Annual Reports  From FY 2011, compliance with ‘If not why not’ disclosure requirements will also be reported  Companies that materially fail to comply with “if not, why not” disclosure requirements will be individually written to by ASX reminding them of their reporting obligations under LR 4.10.3.

13. What ASX is doing …  ASX will provide education and resources to support listed companies in adopting the recommendations:  National road show October/November – details will be publicised  Generic legal advice on constraints affecting companies adopting diversity measures  Early Adopter Network meeting - forum of early adopters  Documentary guidelines

14. Useful resources  ASX Amendments to the Corporate Governance Principles and Recommendations 2nd edition, 30 June 2010 Amendments to the Corporate Governance Principles and Recommendations 2nd edition  AICD New Corporate Governance Recommendations on Diversity: Tips for getting started New Corporate Governance Recommendations on Diversity: Tips for getting started  Chartered Secretaries Australia and Women on Boards: Complying with Principle 3: Strategies for Gender Diversity Complying with Principle 3: Strategies for Gender Diversity  EOWA website: www.eowa.gov.auwww.eowa.gov.au

15. Change is happening (slowly!) … AICD figures as at October 2010:  27% of all new Board appointments of ASX 200 entities in 2010 were women (45), compared with 5% (10) in FY09, and 8% in FY07 and FY08  Women directors of ASX 200 entities as a percentage increased to 10.1% as at October 2010, up from 8.3% in FY09.

16. What else can be done?  Continue to push the debate  Maintain pressure on bodies like ASX, AICD, BCA etc  Much greater focus on senior executive talent pool  Self promotion of women  Networking with chairs and other directors  Talk to existing women directors  Appointments to subsidiary boards  Government advisory roles and NFPs  Combination of all of above.

17. Thank you. Questions?