Charters and policies

ConstitutionBoard CharterNomination Committee CharterGroup People and Remuneration Committee CharterGroup Audit Committee CharterGroup Risk Committee CharterSummary of Auditor Independence PolicyCode of ConductContinuous Disclosure PolicySummary of Group Operational Risk PolicySummary of Group Compliance PolicyDiversity, Equity & Inclusion PolicyFraud and Corruption PolicyWhistleblower PolicyFamily and Domestic Violence PolicyWork Health and Safety PolicyWorkplace Discrimination, Bullying and Harassment PolicyInvestor Relations and Continuous Disclosure Practice Note

Corporate Governance Statement 2026Challenger WGEA 2023 to 2024 Public Workplace ProfileChallenger WGEA 2023 to 2024 Public Workforce Management StatisticsChallenger WGEA 2023 to 2024 Public QuestionnaireCPS 511 Remuneration Disclosure

Challenger Corporate Governance Principles

Our approach to corporate governance

We’re committed to strong corporate governance to meet our responsibilities to stakeholders. We believe that good governance adds value and builds investor confidence. The Board oversees sustainable shareholder value, considers stakeholder interests, and community expectations. The Board's key functions are outlined in the Board Charter. The CEO has delegated authority to implement approved strategies and manage the business within set limits. The CEO can further delegate within those limits but is accountable for all delegations to management.

To assist in its duties, the Board has established the following committees:

the Group Risk Committee
the Group Audit Committee
the Nomination Committee
the Group People and Remuneration Committee

Risk management and compliance

Risk management is fundamental for our business and to build shareholder value. The Board recognises a broad range of risks in the financial services industry, such as market risk, funding and liquidity risk, credit risk, investment, strategic and business risk, reputation, licence, compliance, ESG and operational risks. The Board sets the risk management strategy, and management implements it, creating policies and procedures to identify, manage, and mitigate risks across the Group.

Our approach to risk management includes business unit heads being responsible for risks in their divisions, overseen by the Executive Risk Management Committee (ERMC) chaired by the Chief Risk Officer (CRO). The CRO, independent of business units, reports to the CEO and the Board.

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Code of Conduct

The Board has adopted a Corporate Code of Conduct (Code) which applies globally to everyone who works for or represents Challenger Limited and its related entities. This includes permanent and fixed term employees, contractors, consultants and directors. The Code sets out expectations for how employees act, solve problems and make fair and balanced decisions. It brings together Challenger’s corporate values, policies and statements. The Code also highlights expectations of leaders and options for employees to speak up if they see something that isn’t right.

Whistleblower policy and process

We believe in doing the right thing, and integrity, honesty and compliance are at the heart of how we operate. We actively encourage our employees (including contractors), former employees, suppliers, service providers and relatives to speak up and report concerns of wrongdoing. Our Whistleblower policy outlines the process for raising concerns and provides a safe and supportive environment to raise concerns as protections are available to individuals raising concerns.

Find out more about our Whistleblower Policy.

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Directors and staff trading policy

Directors and staff are subject to restrictions under the law relating to dealing in securities, including the securities issued by the Company, if they are in possession of inside information. The Board has approved the Group's Staff Trading Policy which prescribes the manner in which Directors and staff can trade in the Company's shares. Pre-trade approval is required for trading in Challenger securities. Challenger prohibits any Director or staff member from using derivatives in respect of remuneration related unvested Challenger securities and margin lending over Challenger securities. Those staff designated as potentially having access to information relating to other non-Challenger securities are also required to seek prior approval to trade in those securities.

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Integrity of financial reporting

The Board has the responsibility to ensure truthful and factual presentation of the Company's financial position. The Board has established the Group Audit Committee to assist the Board to focus on issues relevant to the integrity of the Group's financial reporting. In accordance with its Charter, the Group Audit Committee must have at least three members and be comprised of all Non-Executive Directors and have a majority of independent members. The Group Audit Committee is chaired by an Independent Director, who is not Chair of the Board.

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Continuous disclosure

The Company is committed to ensuring all investors have timely access to material information concerning the Company and that Company announcements are factual and presented in a clear and objective manner. The Board has approved and implemented a Continuous Disclosure Policy. The policy is designed to ensure compliance with continuous disclosure requirements of the Corporations Act and ASX Listing Rules.

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Gender diversity

Gender equality can only be achieved when all employees are equally valued, rewarded by role, and able to access the same opportunities. Our Gender Equality Strategy has three key areas of focus: gender balance, work/life integration and gender pay equity. Challenger continues to be an Employer of Choice for Gender Equality and is proud to be a certified Family Inclusive Workplace. Pay equity remains an important focus for Challenger and we are committed to reducing our gender pay gap, further details of which can be found in our Employer Statement.

In accordance with the requirements of the Workplace Gender Equality Act 2012, Challenger lodged its annual compliance report with the Workplace Gender Equality Agency (WGEA). A copy of the reports can be accessed below:

You can provide comments on the reports or Employer Statement to Human Resources by emailing HR.  For more information about our Diversity, Equity and Inclusion Strategy, click here.

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Taxation strategy

Challenger is a signatory to the voluntary Tax Transparency Code (TTC), issued by the Australian Government Board of Taxation.

Challenger is committed to meeting its tax obligations and complying with prevailing taxation laws, practice and reporting requirements. We maintain an open relationship with key regulators, including the Australian Prudential Regulation Authority (APRA), the Australian Securities and Investments Commission (ASIC), and the Australian Taxation Office (ATO). Under the ATO Justified Trust framework, the Group reports all significant transactions, risks and other issues to the ATO on a regular basis, and issues are resolved with the ATO in a constructive manner.

Challenger has in place a Tax Risk Management Policy (TRMP) which governs how Challenger manages tax related matters. The TRMP states that Challenger is committed to paying its fair share of tax and takes its obligation to comply with prevailing taxation laws, practices and reporting requirements seriously. It determines that Challenger maintains transparent and cooperative relationships with relevant tax authorities in the jurisdictions in which it operates.

Challenger does not participate in or promote aggressive tax planning or tax avoidance arrangements (either for the Group’s own tax affairs or for its customers).

Table of Contents

Our approach to corporate governance

Risk management and compliance

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Code of Conduct

Whistleblower policy and process

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Directors and staff trading policy

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Integrity of financial reporting

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Continuous disclosure

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Gender diversity

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Taxation strategy

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Charters, policies and reports

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Our approach to corporate governance

Risk management and compliance

Whistleblower policy and process

Directors and staff trading policy

Integrity of financial reporting

Continuous disclosure

Gender diversity

Taxation strategy