BUSINESS LEADERSHIP: THE CATALYST FOR ACCELERATING CHANGE

Follow us on twitter @30pctAustralia OUR OBJECTIVE is to achieve THERE IS AN UNDENIABLE CASE FOR GENDER DIVERSITY ON BOARDS. IT IS NOT ONLY THE RIGHT THING TO DO 30% of ASX 200 seats held by BUT THE SMART THING TO DO, BECAUSE IT MEANS BETTER BUSINESS PERFORMANCE. women by end 2018. Gender John Brogden, Managing Director & Chief Executive Officer, balance on boards does achieve Australian Institute of Company Directors better outcomes.

BY BRINGING TOGETHER INFLUENTIAL COMPANY CHAIRS, DIRECTORS, INVESTORS, HEAD HUNTERS AND CEOs, WE WANT TO DRIVE A BUSINESS-LED APPROACH TO INCREASING GENDER BALANCE THAT CHANGES THE WAY “COMPANIES APPROACH DIVERSITY ISSUES. Patricia Cross, Australian Chair 30% Club WHO WE ARE

LEADERS LEADING BY EXAMPLE

We are a group of chairs, directors and business leaders taking action to increase gender diversity on Australian boards.

The Australian chapter launched in May 2015 with a goal of achieving 30% women on ASX

200 boards by the end of 2018. AUSTRALIAN 30% CLUB MEMBERS

Michael Chaney AO Woodside Leigh Clifford AO Richard Fisher AM InvoCare Ltd Peter Bush Mantra Group Ltd, Pacific Petroleum Ltd & Wesfarmers Ltd & Past QANTAS Airways Ltd Jack Cowin Domino’s Pizza Brands Ltd & Southern Cross Media Chair of National Australia Bank Ltd Rick Lee AM Oil Search Ltd Enterprises Ltd Group Ltd David Kirk Kathmandu Holdings Ltd Simon McKeon AM Past Chair of Robert Wright Super Retail Dr Kenneth Henry AC National & Trade Me Group Ltd AMP Ltd Group Ltd Australia Bank Ltd John Mulcahy Mirvac Ltd Catherine Livingstone AO Dr Roger Sexton Past Chair of Geoff Tomlinson Growthpoint Rapahel Geminder Pact Group Commonwealth Bank of Australia IOOF Holdings Ltd Properties Australia Ltd Holdings (Australia) Pty Ltd & Past Chair of Telstra Corporation Ltd Richard Sheppard DEXUS Sir Ralph Norris Fletcher Jerry Maycock AGL Energy Ltd Diane Smith-Gander Past Chair of Property Group Building Ltd & Arrium Ltd Broadspectrum Ltd Stephen Johns Brambles David Clarke Charter Hall Group Trevor Gerber Sydney Airport Margaret Jackson AC Spotless Group Allan McCallum Tassal Group Ltd Sam Weiss Altium Ltd Holdings Ltd Holdings Ltd Greg Martin Iluka Resources Ltd Louis Carroll Cover-More Paul Brasher Incitec Pivot Ltd Paula Dwyer Healthscope Ltd Group Ltd Past Chair of & Tabcorp Holdings Ltd Graham Bradley AM John Prescott AC Past Chair of Stockland Corporation Ltd David Gordon Ten Network Aurizon Holdings Ltd David Crawford AO Lend Lease Holdings Ltd Bendigo and Group & South32 Ltd Robert Johanson Craig Farrow Past Chair of M2 Adelaide Bank Ltd Stuart James Greencross Ltd Group Ltd Graham Kraehe AO Past Chair of Past Chair of Nine Simon Jones Computershare Ltd Bluescope Steel Ltd David Haslingden Neil Chatfield SEEK Ltd & Costa Entertainment Co Holdings Ltd Peter Warne Macquarie Group Ltd Group Holdings Ltd Dr Bob Every AO Past Chair of Boral Christopher Roberts Orora Ltd & OzForex Ltd Neil Hamilton OZ Minerals Ltd Ltd & Wesfarmers Ltd Robert Mactier STW Communications Donald Taylor GrainCorp Ltd Philip Clark AM SCA Property Dr Helen Nugent AO Past Chair of Group Ltd Catherine Brenner AMP Ltd Veda Group Ltd Group Ltd Bruce Brook Programmed Justin Milne MYOB Group Ltd Dr Ziggy Switkowski AO Suncorp Douglas Halley Duet Group Maintenance Services Ltd Greig Gailey Caltex Australia Ltd Group Ltd Kate Spargo UGL Ltd Mark Johnson G8 Education Derek La Ferla Sandfire Resources NL Brian Schwartz AM Scentre Group Leslie Hosking Adelaide Brighton Ltd Australian & past Chair of Insurance Australia Peter Robinson Rob Ferguson The GPT Group Andrew Forrest Fortescue Metals Pharmaceuticals Industries Group Ltd Group Ltd (API) Ltd David Gonski AC ANZ Banking Group Harvey Collins Past Chair of Ltd & Coca-Cola Amatil Ltd Navitas Ltd David Turner Past Chair of David Blight Chair of the Commonwealth Bank of Australia Remuneration & Nomination Kevin McCann AM Past Chair of Committee, Japara Healthcare Ltd Macquarie Group Ltd Geoffrey Brunsdon Sims Metal Gordon Cairns Origin Energy Ltd Management Ltd & Woolworths Ltd Peter Scott Perpetual Ltd Graeme Liebelt Amcor Ltd Rick Holliday-Smith ASX Ltd Jacques Nasser AO BHP Billiton Ltd & Cochlear Ltd John Shine CSL Ltd John O’Neill AO The Star Linsday Maxsted Westpac Banking Entertainment Group Ltd Corporation & Transurban Ltd Jim McKerlie Drillsearch Peter Hay Newcrest Mining Ltd Energy Ltd & Vicinity Centres RE Ltd Jeremy Sutcliffe CSR Ltd WHAT WE BELIEVE

BUSINESS IS BLAZING THE TRAIL

We support a voluntary, business-led approach in order to realise meaningful, sustainable change.

Our 79 chair members have collectively added 65 women to their boards since our 2015 launch.

women65 since 2015 OUR APPROACH GETTING TO 30%

THE BUSINESS CASE AN ACHIEVABLE GOAL FOR DIVERSITY ON

BOARDS IS CLEAR Achieving 30% female directors on ASX 200 boards is within sight. Women currently comprise 24.5% of ASX 200 board seats. In order to achieve the target by the end of 2016, we need a monthly year to date new appointment The business case is clear – a higher standard of corporate governance, rate of 40%. improved financial performance and an enhanced capacity to attract and retain female talent. Meeting this target will require demand by investors, leadership from board chairs, commitment by nominations committees and action from head hunters. Diverse teams make better decisions: McKinsey & Company research of 180 It will also require an ongoing investment from CEOs and leadership teams in publically traded companies found ROEs were 53% higher for companies developing the pipeline of female directors. ranking in the top quartile of executive board diversity than those in the bottom quartile. In Australia, the Reiby Institute found ASX 500 companies with women Percentage of female directorships on ASX 200 boards on their boards deliver a significantly higher ROE than those with no women on their board. 30% 24.5% Institutional investors are increasingly considering diversity an important aspect 25% of good governance: The Australian Council of Superannuation Investors (ACSI) announced in February 2015 their commitment to working towards women 20% comprising 30% of all ASX 200 boards by 2017. 15% One woman is not enough: 30% is the proportion when the contributions of a member of a minority group are valued in their own right. Research has shown 10% that a critical mass of three or more women can cause a fundamental change in the boardroom and enhance corporate governance. 5%

2009 2010 2011 2012 2013 2014 2015 31 Oct 2016 HOW IT WORKS

INVESTOR GROUP INVESTOR TOOLKIT Statement of Intent FOR ENGAGING SHARING RESOURCES

DISCLOSURE EXPECTATIONS BOARDS ON DIVERSITY

As part of our overall stewardship responsibilities on behalf of our members and clients, we will actively engage with investee companies on corporate As asset owners and asset governance issues including the process the board uses to identify suitable managers we are responsible candidates for the board. for the stewardship of the AND COLLABORATING investments we make on To provide investors with a comprehensive understanding of an investee behalf of our members company’s diversity policies, we expect companies to be transparent and clients. Part of that regarding the procedures used to find new members for the board and how The 30% Club believes that responsibility includes the that process ensures a diverse board. gender balance on boards not assessment of the boards only promotes better leadership THE BOARD’S ROLE IN DIVERSITY of our investee companies. As well as disclosures required under Corporate Governance Codes, we also expect to see evidence of a culture of commitment to diversity at and governance, but further We believe boards that Companies that value diversity of thought, and the the board level. Further details of the types of enquiries we will make and contributes to better all-round genuinely embrace cognitive associated benefits of an engaged, thriving, innovative disclosures we will seek are outlined in our Investor toolkit for engaging board performance, and ultimately diversity, as manifested and productive workforce, are committed to fostering boards on diversity. through appropriate gender increased corporate performance. an environment that enables that diversity to permeate representation and a broad ENGAGEMENT and define the culture. This commitment begins at the spectrum of skills and board level – setting the tone from the top – and extends experience, are more likely to PURPOSE throughout all levels of the organisation. We will actively engage with board chairs and nomination committees on the A board that embraces its role in governing diversity achieve better outcomes for issue of board diversity to convey the high level of importance that we, and This toolkit has been developed by the 30% Club and culture throughout the company is more likely to investors. There is increasing our clients and members, place on this issue. to help investors, and those representing them, research to support this accelerate progress and reap the benefits a diverse more effectively engage with boards of directors workplace can bring. hypothesis. We will raise questions where there is evidence that there has been a on this important issue. We believe diversity is first driven by a well-considered failure in the nomination process with respect to board diversity. and disclosed strategy that articulates why this issue As investors, we support the matters to a company and how it is implemented by vision of the 30% Club which We may choose to vote against the re-election of the chair of the board management and monitored by the board. is “to achieve a minimum of or nomination committee, particularly where there continues to be no The 30% Club complements and amplifies individual company efforts and 30% women on boards.” evidence of board diversity, and engagement with the board has not led to any satisfactory outcome. existing groups through measurable goals and broad collaboration.

There is no financial commitment; the 30% Club is supported by a Steering Committee and Working Groups that are made up of senior directors and executives who volunteer their time and skills to help direct efforts.

The Working Groups are focused on influencing and working with investors, executive search consultants, professional services firms, chairs and directors to BARRIERS TO PROGRESSION achieve change. The reasons Chairs and Non-Executive Directors (NEDs) use as to why they can’t or won’t appoint female directors to their boards.

ot all of the reasons reflect a belief that women This booklet has been compiled Nshouldn’t be board directors or can’t contribute from conversations that our 30% effectively. Yet in stating them, they demonstrate a lack of Club: Education Working Group understanding of the evidence of the business benefits of members and other female non- board gender diversity and a bias in preferring the status quo and gendered perceptions around the skills, attributes and executive directors associated experience required to be an effective non-executive director. with the 30% Club have had with The reasons provided have been held up against leading listed company chairs and non- research. Overall, the conclusion was that most of these executive directors as to why they reasons were not consistent with findings from national and can’t/ won’t/shouldn’t be forced international research which demonstrate the benefits of to appoint female directors to women on boards and board diversity in general. their boards. These were common By reiterating the business case for gender diversity and openly discussing inherent biases, misunderstandings and reasons, heard at different times misperceptions that female directors frequently still face, by all of the contributors. we hope that we can influence current and future NEDS and chairs to positively embrace and understand the benefits of board gender diversity. FOCUSING OUR EFFORTS

Fostering the Pipeline THE POWER OF “When you are in a position of influence you need to make sure you have a genuine commitment to diversity. Age, gender, education, external COHESION background and experience. Board composition is a light for the diversity in executive ranks and throughout organisations. Diverse groups will always find better outcomes and results in superior performance every time”

Chair Leadership Margaret Jackson, Chair, Spotless Group Holdings “There is a tendency for boards to pick up people they feel comfortable having around the table. What we really need for high-performing boards is to Advocacy and Education seek discomfort and to drive challenging discussions.” “Expanding understanding of the strong business case for diversity and breaking the myths around and advocating for the appointment of women to David Gonski, Chair Australia and New Zealand Banking Group Limited and Coca Cola Amatil Limited boards are key steps in the journey towards gender parity on our boards” Meredith Hellicar, CEO and Managing Director ANZ, Merryck & Co and 30% Club Australia Education Working Group Chair Shareholder and corporate governance “Diversity is a subject very close to our hearts at Aberdeen, both as an employer and as an investor. We know that the best companies draw on the widest pool of talent. So it is important for us that the businesses in which we invest don’t limit themselves, in either the way they recruit, or how they Chair develop their people. This applies to our own business too.” Leadership Advocacy Brett Jolie, Managing Director, Australia Aberdeen Asset Management Limited and Education Executive search community Shareholder and “The Executive Search Industry, through its Code of Practice is very Corporate committed to ensuring that the 30% target becomes a reality. We all enjoy Governance seeing competent women taking their seat around the Board table.” Fostering Katie Lahey, Executive Chairman Australasia, Korn Ferry the Pipelines Executive Search Community OUR GLOBAL CHAPTERS

A FOUNDATION Australia 24.5% TO BUILD ON Canada UK Italy Hong Kong 20.8% 27% 28% 11.6%

With chapters in ten countries, the 30% Club is approaching this issue on a global scale. Each chapter believes in diversity as a driver of business growth.

Australia: 24.5% (ASX 200)

United Kingdom: 27% (FTSE 100)

United States: 23.3% (S&P 100)

Canada: 20.8% (S&P/TSX 60)

South Africa: 17.1% (JSE Top 40 & SOEs)

Hong Kong: 11.6% (Hang Seng 50)

Ireland: 10.3% (ISEQ Overall)

Italy: 28% (FTSE MIB) United States Ireland South Africa Malaysia Malaysia: 16.1% (FTSE Bursa Top 100) 23.3% 10.3% 17.1% 16.1%

GCC: <1% (Board Seats) WHAT YOU CAN DO

SUPPORTING CONTACT US THE 30% CLUB

We encourage individuals and organisations to support our work and help us in Please email both Rhian Richardson at the AICD and Patricia Cross our quest to increase the number of women on company boards. to become a Chair Member of the 30% Club:

• Become a Chair Member Rhian Richardson: [email protected] • Call upon your own organisation to introduce targets for women in leadership • Share information on the 30% Club with your colleagues and networks Patricia Cross: [email protected] • Encourage lagging companies to improve their diversity efforts • Host events for the 30% Club To support the 30% Club or to discuss the working groups, • Lend your expertise to the 30% Club Working Groups please contact Rhian Richardson. • Join in the conversation by tweeting @30pctAustralia or using the hashtag #30pcglobal