Committee Procedural Rules

Each Committee must be composed as follows.

• At least three members. In the case of the Governance and HR Committee, all members must be non executive directors
  
• A majority of independent directors. In the case of the Audit Committee, all members must be independent directors.
  
• An independent Chair. In the case of the Audit Committee and the Governance and HR Committee, the Chair must not also be Chairman of the Board.

Independence is assessed by reference to the Bendigo and Adelaide Bank Independence Policy.

Consideration will be given to cross-membership between the committees where appropriate.

The composition of each Committee is to be reviewed on an annual basis in the last quarter of each financial year. The appointment of each member ends at the Board meeting at which the composition is considered. Each member is eligible for re-appointment.

The composition may also be reviewed at other times at the discretion of the Board.

If a member ceases to be director, the member automatically ceases to be a member of the Committee.

The Chair is selected by the Board at the same time as the members are appointed and for the same period as the appointment as a member, subject to the discretion of the Board.

If the Chair is absent from a meeting, the members present choose one of the members (who must be an independent director) to chair that meeting.

• In the case of the Governance and HR Committee, the Company Secretary.
  
• In the case of the Audit, Risk, Credit and IT Governance Committees, the person nominated by Corporate Secretariat.

A quorum is the higher of the following.

• One-third of Committee members, of which a majority must be non-executive directors.
  
• Two non-executive members.

Matters are to be decided by a majority of the votes of the directors present and voting.

In the case of equality of votes, the Chair of the meeting does not have a casting vote in addition to the Chair’s deliberative vote and the matter is to be referred to the Board for decision.

The Chair must call a meeting of the Committee on request by any member of the Committee.

The Secretary is responsible for advising the dates, times and venues for meetings to members, and distributing papers.

Notice of a meeting may be given by mail (electronic or otherwise), personal delivery or facsimile transmission to the usual place of business or residence of the Director or any other address given to the Company Secretary by the Director.

A Committee may meet either in person or by telephone or by using any other technology consented to by all members of the Committee. A consent may be a standing one. A member may only withdraw consent within a reasonable period before the meeting.

A meeting conducted by telephone or by other means of communication is considered to be held at the place agreed on by the members attending the meeting if at least one of the directors present at the meeting was at that place for the duration of the meeting.

A resolution in writing signed by all Committee members or a resolution in writing of which notice has been given to all Committee members and which is signed by a majority of Committee members entitled to vote on the resolution (not being less than the number required for a quorum at a meeting of the Committee) is a valid resolution of the Committee.

The resolution may consist of several documents in the same form signed by one or more of the Committee members. A facsimile transmission or other document produced by mechanical or electronic means under the name of a Committee member with the Committee member’s authority is considered to be a document in writing signed by the Committee member.

Minutes of all meetings must be kept (section 251A(1) Corporations Act).

The minutes must be signed within a reasonable time after the meeting by either the Chair of the meeting or the Chair of the next meeting (section 251A(2) Corporations Act).

The minutes must be provided to the next Board meeting after the minutes have been signed.

The minutes must be included in the papers for the next meeting of the Committee, together with a schedule of matters outstanding.

A Committee is authorised to seek any information it requires from any Bendigo and Adelaide Bank Group (the Group) employee or from any other source. It is entitled to meet with employees and third parties without the presence of management.

The Committee may, by invitation, request employees and third parties to attend Committee meetings on a standing or ad hoc basis.

A standing invitation is subject to the discretion of the Committee to revoke the invitation in relation to attendance at all or any meetings or a specific item of business.

Any of senior management, the Head of Group Assurance, the external auditor, the Chief Financial Officer and Head of Group Operational Risk may request to meet with the Audit Committee. The request is to be made through the Secretary to the Audit Committee.

A Committee member is entitled to rely on information, or professional or expert advice given or prepared by an employee whom the director believes on reasonable grounds to be reliable and competent in relation to matters concerned or a professional adviser or expert in relation to matters that the director believes on reasonable grounds to be within the person’s professional or expert competence provided both the following requirements are met.

• The reliance was made in good faith.
  
• The reliance was made after making an independent assessment of the information or advice, having regard to the director’s knowledge of Bendigo and Adelaide Bank and the complexity and structure and operations of Bendigo and Adelaide Bank.

The Chair of the Committee is responsible for making sure that matters arising that require the commitment of funds or the commitment of management or external resources are co-ordinated through the Managing Director.

However, this does not limit the right of the Committee to obtain information from employees or third parties without the presence of management (see 11 above) or to engage professional advisers and experts (see 12 above).

Each Committee is to provide an annual report to the Board in the last quarter of the financial year dealing with each of the following.

• The performance of the Committee against the requirements of its Charter.
  
• The goals and objectives of the Committee in the coming year.
  
• Any changes to the Charter to make sure it remains consistent with the Committee’s purpose and responsibilities.
  
• An overview of any amendments made to policies during the preceding year under delegated authority.

The charter of the Committee is to be reviewed annually by the Committee to make sure it remains consistent with the Committee's purpose and responsibilities. Any recommendations for change are to be made to the Board in April.

The Board is to review these rules, the charters and performance of the Committees in the last quarter of each financial year.