Creating value by using our financial expertise to do good...responsibility for the performance and affairs of the company and ensures that the group adheres to high standards of ethical

Creating value by using our financial expertise to do good

Governance and Ethics Reviewfor the year ended 31 December 2018

Our governance philosophyNedbank is committed to the highest standards of governance, ethics and integrity. As a purpose-led and values-driven bank, we embrace worldclass banking practices and robust institutional frameworks, such as risk management policies and procedures, to ensure our banking services are secure and stable, and we are constantly reviewing these practices to ensure that we act in the best interests of our stakeholders. Banks are expected to adapt to regulatory changes quickly, which means we have to entrench good governance practices, while retaining the flexibility to respond proactively to the fast-changing regulatory environment. However, governance within Nedbank Group entails far more than legislative compliance and best-practice principles. We believe that good governance can contribute to living our values through enhanced accountability, strong risk and performance management, transparency and effective leadership.

Effective leadershipOur board of directors Our board of directors provides leadership and strategic guidance to safeguard stakeholder value creation within a framework of prudent and effective

controls. This makes it possible to assess and manage risk to ensure long-term sustainable development and growth. The board has ultimate accountability and responsibility for the performance and affairs of the company and ensures that the group adheres to high standards of ethical behaviour.

The board is led by our Chairman, Vassi Naidoo, together with our Lead Independent Director, Malcolm Wyman. Malcolm reached retirement age as a non-executive director in August 2016, but in his role as Lead Independent Director and Chair of the Nedbank Group Related-party Transactions Committee he was requested by the Nedbank board to remain a director and oversee the completion of Old Mutual plc’s managed-separation (MS) process. Having successfully done so and having served on the board for nine years in August 2018, Malcolm will retire on 10 May 2019. Mpho Makwana will assume the role of Lead Independent Director on Malcolm’s retirement, as well as the roles of Chair of the Group Directors’ Affairs Committee (DAC) and Group Related-party Transactions Committee on 10 May 2019.

USING OUR FINANCIAL EXPERTISE TO DO GOOD

Nedbank Governance and Ethics Review 2018

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LEADING THE WAY FOR VALUE CREATION THROUGH GOOD GOVERNANCE

Our governance philosophy

Nedbank is committed to the highest standards of governance, ethics and integrity. We embrace worldclass banking practices and robust institutional frameworks, such as risk management policies and procedures, to ensure our banking services are secure and stable, and we are constantly reviewing these practices to ensure that we act in the best interests of our stakeholders.

Banks are expected to adapt to regulatory changes quickly, which means we have to entrench good governance practices, while retaining the flexibility to respond proactively to the fast-changing regulatory environment. However, governance within Nedbank Group entails far more than legislative compliance and best-practice principles.

We believe that good governance can contribute to living our values through enhanced accountability, strong risk and performance management, transparency and effective leadership.

Values-driven objective of our board rooted in King IVTM principlesThe board’s governance oversight is guided by its commitment to its responsibilities and governance objectives. The objectives provide a mechanism to measure and evaluate performance in applying the King IV™ principles and outcomes.

Leadership, ethics and corporate citizenship The board will set the tone and lead the group ethically, effectively and responsibly. This means that, in decisionmaking, individual boardmembers act with independence, inclusivity, competence, diligence and courage, and with the necessary awareness, insight and information. The board will ensure that the group plays a key role in society as a major employer, tax payer, skills provider and facilitator of economic growth, to name a few. (Principles 1 to 3.)

Strategy, performance and reporting The board will take accountability for the performance of the group. In so doing the board will support the group in setting its purpose and achieving its strategic objectives. Information related to required disclosures will be contained in, among others, the integrated report and other supplementary reports available at nedbankgroup.co.za. (Principles 4 and 5.)

Governing structures and delegation The board continues to provide guidance and oversight to the group on the management of compliance risk, remuneration governance, as well as the enterprisewide risk management function that fully support good governance practices. Strategies are in place for technology enhancements through both Managed Evolution execution and Digital Fast Lane, ensuring separate governance structures for information technology. (Principles 6 to 10.)

Governance of functional areas The board will provide leadership and vision to the group. This ensures sustainable growth and delivery on our purpose for the benefit of all stakeholders of the group. (Principles 11 to 15.)

Stakeholder relationships The board will ensure a stakeholder inclusive approach. (Principles 16 and 17.)

The board and group executive strive to create maximum shared value by delivering on our purpose and ensuring the relevance and sustainability of the business model by monitoring the macro environment, the availability and quantity of capital inputs, and stakeholder needs, all of which inform the strategy of the group. This strategy delivered through our strategic focus areas, enables the group to maintain focus in conducting operations underpinned by good governance, and at the same time deliver our financial targets.

Nedbank is committed to the highest standards of governance, ethics and integrity.


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Collective responsibilities of the board

The board works to fulfil the primary governing roles and responsibilities recommended in the King IV™ Report, namely to: set and steer strategic direction; approve policy and planning; provide oversight and monitoring; and ensure accountability.

In doing so the board has committed to fulfilling the following responsibilities:

Delegate management of the group to a competent executive management team.

Ensure that a robust strategy process is defined and executed by management.

Oversee the management of technology and information as two separate elements.

Ensure compliance with appropriate legislation (including regulations), supervisory codes and appropriate best practices.

Govern disclosures so that stakeholders can effectively assess the performance of the group.

Protect the interests of the group’s stakeholders and ensure fair, responsible and transparent people practices.

Oversee the risk management function and ensure that it informs management’s development and implementation of the strategy.

Risk management

Risk management is fundamental to Nedbank’s strategy and the business of banking. The pervasiveness of risk in financial services means that the board considers risk management as an integral part of our strategy. The board, through the Group Risk and Capital Management Committee, governs risks across the bank’s Enterprisewide Risk Management Framework (ERMF), which includes the risk strategy, policies, procedures, limits and exposures, among others. Our risk strategy focuses on the new era of risk and the opportunities and threats in a radically changing landscape of banking. Consequently, the risk universe covered by Nedbank has grown exponentially over the past few years and now includes the new C-suite of risks: client/competitor risk, change risk, cyberrisk,

conduct and culture risk and criminality risk, in addition to the ever-important traditional risks such as credit risk, operational risk, market risk, liquidity risk and capital risk.

Our top five risks:

Strategic and execution risks

Cyberrisk

Business risk

Operational risk

Conduct and culture risks

Read more about our top 10 risks on pages 58 to 59 of the 2018 Nedbank Group Integrated Report and in our Pillar 3 Risk

and Capital Management Report available on our group website at nedbankgroup.co.za.

Engaging with the business on strategic matters

Although the board maintains its independence, it is important for it to have a deep understanding of the business by investigating, monitoring and engaging with management on multiple levels:

In addition to the three executive boardmembers, the other 10 Group Exco members, with the board, serve on various board committees and engage in strategy sessions and other specific matters such as results presentations.

Following the annual strategy session between the board and Group Exco, the board debates and approves the strategy framework, group business plan and relevant risk appetites. In 2018 key focus areas were traction in client experiences enabled by technology and people; transactional and main-banked client growth; cost containment, particularly driven through digitisation; competitive pressures; organisational change through people and brand; and technology acceleration, strategic portfolio tilt and social compacting.

The board conducts onsite visits to various bank operations and business units, and attends operational meetings from time to time, while one-on-one meetings may be requested by individual directors.

A monthly CEO Report provides the board with comprehensive feedback on the performance of the business across various disciplines, including finance, client activities, risk management and staff performance.

There is interaction between the board and our stakeholders and boardmembers are invited to selected client functions, eg the chairman and the lead independent director hold an annual governance roadshow.


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4

MANAGEMENT CONTROL

The following reflects the composition of the Nedbank Group Limited Board and the Nedbank Exco for the financial year 2018.

Nedbank Group Limited Board

The Nedbank Group board is diverse in demographics, skills and experience and 69% of the directors are independent non-executive directors. Below are the details of our directors:

Board of directorsIndependent non-executive directors

Vassi Naidoo 64

Chairman: Nedbank Group and Nedbank Limited3 years on the board

Mpho Makwana 48

Chair: GTSEC7 years on the board

Malcolm Wyman 72

Lead Independent DirectorChair: DAC, GRPTC9 years on the board

Linda Makalima 50

1 year on the boardHubert Brody 54

Chair: Remco1 year on the board

Mantsika Matooane 43

Chair: GITCO 4 years on the board

Brian Dames 53

4 years on the boardJoel Netshitenzhe 62

8 years on the boardNeo Dongwana 46

1 year on the boardStanley Subramoney 60

Chair: GAC3 years on the board

Errol Kruger 61

Chair: GRCMC, GCC2 years on the board

Executive directors

Mike Brown 52

Chief Executive14 years on the board

Raisibe Morathi 49

CFO9 years on the board

Mfundo Nkuhlu 52

COO3 years on the board

Rob Leith 56

2 years on the boardPeter Moyo 56

0,5 years on the board

Non-executive directors

Executive and non-executive directors(%)Board Composition

(%)

White male

ACI female

ACI male

Non-SA

Macro-economic and public policy

Doing business in emerging economies

Mining/resources and infrastructure

HR, business strategy and strategic planning

Innovation and digital/IT and cyberresilience

Accounting and auditing

Large corporates

Other financial services

Investment banking

Retail banking

Skills and Experience (%) 4

10

3

11

3

911

10

11

9

Skills and experience(%)

69

1319

Board demographics (%)

25

38

2513

Board demographics(%)

Executive directors

Independent non-executive directors

Non-independent non-executive directors

Values and cultureGovernance is supported by the tone at the top, and the board and management strive to lead by example. We regularly review our tone and ethical culture in the context of our strategy, the new world of work and digital transformation of financial services. The Nedbank Group Executive Committee (Group Exco) is driving and enabling the new leadership mindset and capabilities required to manage and thrive in an agile, digital, innovative, fast-paced, client-centred and competitive environment.

The board has in the past two years strengthened its skills and cross-industry experience in the areas of financial services in general; investment banking; auditing; innovation; and doing business in emerging economies.

The board is satisfied that the directors have the qualifications, knowledge and understanding commensurate with the nature and scale of the conduct of the business of a bank and of the laws and customs governing the activities of such an institution. The boardmembers perform their functions with diligence, care and competence as may reasonably be expected from persons with their knowledge and experience. The board provides effective challenge to approving initiatives and adheres to high ethical standards and corporate governance principles.

Board independenceThe Chairman and the majority of Nedbank’s boardmembers are independent directors, which is in compliance with King IV™ and global best-practice governance.

An independent board committee, the Group Related-party Transactions Committee, chaired by our Lead Independent Director, is in place to consider, review, evaluate and provide oversight over related-party transactions to ensure the transactions are fair and in the best interest of Nedbank.

Conflict of interestA director or prescribed officer is prohibited from using his or her position, or confidential or price-sensitive information, to the benefit of himself or herself or any related third-party, whether financially or otherwise. Directors and officers are also required to inform the board timeously of conflicts of interest or potential conflicts of interest, that they may have in relation to particular items of business or other directorships.

Comprehensive registers of individual directors’ interests in and outside the company are maintained and updated and signed by the directors, with details noted by the board at each board meeting.

Size of board and selection processThe board is a size that ensures that the purpose, involvement, participation, harmony and sense of responsibility of the directors are not jeopardised and that it achieves the correct balance to realise the group’s strategic objectives. The board annually considers whether or not its size, diversity, demographics and gender representation are appropriate to ensure its effectiveness.

A director may accept other board appointments with the prior agreement of the Chairman, provided that such appointments do not conflict with the group and/or adversely affect the director’s duties. To ensure Nedbank directors are able to devote sufficient time to their responsibilities, going forward a boardmember may hold the position of director on no more than five (including the Nedbank boards) listed and/or significant unlisted operating boards, with the relevant director’s circumstances and the nature, scale and complexity of the respective directorships being taken into account. Directorships held in non-profit companies, private investment companies or non-operating subsidiaries are excluded from this requirement.


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6

Board continuity programmeThe group’s board continuity programme addresses the skills, experience and other qualities required for the effective functioning of the board. It also sets out the processes relevant to the selection and appointment of directors, their induction and ongoing training, the evaluation of their performance, as well as succession planning.

The group’s policy on the promotion of gender and race diversity at board level has been incorporated into the programme.

At 1 January 2019 our results against our targets were as follows:

Category TargetCurrent

achievement Outcome

Voting rights of black boardmembers (%) 50 63 AchievedVoting rights of black women boardmembers (%) 25 25 AchievedBlack executive boardmembers (% of all executive boardmembers) 50 67 AchievedBlack women executive boardmembers (% of all executive boardmembers) 25 33 AchievedBlack independent non-executive boardmembers (% of all independent non-executive boardmembers) 40 73 Achieved

Over the next three years the following directors will reach the end of their nine-year tenure: z Mpho Makwana: November 2020 z Joel Netshitenzhe: August 2019

Each boardmember reaching the end of his or her nine-year tenure will retire at the following AGM or, if the board so resolves, remain on the board, albeit as a non-executive boardmember and subject to his or her name being put forward for re-election by shareholders annually.

During 2018 and early 2019 the following changes at board level took place: z Retirement of Nomavuso Mnxasana on 10 May 2018. z Resignation of Bruce Hemphill on 11 June 2018. z Resignation of Ian Gladman on 15 October 2018. z Resignation of Rob Leith on 15 October 2018. z Appointment of Peter Moyo on 11 June 2018. z Reappointment of Rob Leith on 1 January 2019.

During 2018 and early 2019 the following changes at group executive level took place: z Early retirement of Abe Thebyane (Group Executive: Human Resources) on 1 April 2018. z Appointment of Khensani Nobanda (Group Marketing and Corporate Affairs) on 15 May 2018. z Appointment of Deborah Fuller (Group Executive for Human Resources) on 25 June 2018. z Retirement of Thabani Jali (Chief Governance and Compliance Officer and Group Company Secretary) on

31 January 2019. z Appointment of Anna Isaac (Group Chief Compliance Officer) on 1 January 2019.

Non-executive directors are given no fixed term of appointment, and all directors are subject to retirement by rotation in terms of the company’s memorandum of incorporation. An executive director is required to retire from the board at age 60 and, unless otherwise agreed by the board, a non-executive director is required to retire at the earlier of reaching age 70 or being on the board as a non-executive director for nine years.

Executive directors are subject to six-month notice periods. This excludes the Chief Executive, who is subject to a 12-month notice period. Executive directors are discouraged from holding significant directorships outside the group.

All directors have access to the services of the group company secretary. The Group Company Secretary, Jacqueline Katzin, was appointed effective 1 January 2019 following the retirement of Thabani Jali. Jacqueline Katzin is not a member of the board. The board is satisfied that an arm’s-length relationship exists between it and the Group Company Secretary.

Effective controlNedbank is committed to the highest standards of governance, ethics and integrity.

The Board Charter serves as a guide for the performance by the directors of their duties in accordance with such requirements and the principles of good corporate governance, the appropriate legislative requirements and codes of conduct. It outlines and informs the board of directors’ roles and responsibilities, the establishment of board committees and delegation of authority to those board committees.

The board of directors discharges its responsibilities within a clearly defined governance framework, which informs the robust mechanisms of our governance best practices and provides clear direction for decision making in the group. Through this framework the board of directors, without abdicating its responsibilities, delegates and discharges its governance responsibilities to specific board committees, the Chief Executive and subsidiary boards.

Board committeesThe board committees assist the board in the discharge of its duties and responsibilities. Each board committee has formal written terms of reference that are reviewed annually and effectively delegated in respect of certain of the board’s responsibilities. Copies of these terms of reference can be accessed at nedbankgroup.co.za. The board monitors these responsibilities to ensure effective coverage of, and control over, the operations of the group.

During 2018 the following board committees operated within Nedbank Group:

z The Group Audit Committee (GAC), which assists the board in its evaluation and review of the adequacy and efficiency of the internal control systems, accounting practices, information systems and auditing processes applied within Nedbank Group. It also highlights measures to enhance the credibility and objectivity of financial statements and reports.

z The Group Risk and Capital Management Committee (GRCMC), which assists the board in evaluating the adequacy and efficiency of risk policies, procedures, practices and controls.

z The Group Remuneration Committee (Group REMCO), which is authorised to approve aggregate adjustments to the remuneration of employees below executive director and managing executive levels and recommends non-executive director fees for approval by shareholders. Included in the committee’s charter is the oversight and implementation of the remuneration policy to ensure remuneration outcomes are fair and responsible.

z The Group Credit Committee (GCC), which approves our credit philosophy and policies; sets credit limits and guidelines; confirms procedures to manage, control and price credit risk; approves the adequacy of interim and year-end provision impairments; and monitors credit risk information, processes and disclosure. Apart from the GCC, the Large-exposure Approval Committee also approves large credit exposures, as required by banking legislation.

z The Group Directors’ Affairs Committee (DAC), which considers, monitors and reports to the board on reputational and compliance risk, compliance with King IV™ and the corporate governance provisions of the Banks Act as well as strategy. It also acts as the nominations committee for board appointments.

z The Group Information Technology Committee (GITCO), which monitors all issues pertaining to IT, both operational and strategic, and aims to ensure that IT development spend and investment are aligned with overall group strategy and direction, and that the IT systems are efficient and effective.

z The Group Transformation, Social and Ethics Committee (GTSEC), which monitors integrated sustainability with a specific focus on social and economic development, good corporate citizenship, ethical behaviour of staffmembers and suppliers, environmental concerns, health and public safety, stakeholder engagement, labour and employment.

z The Group Related-party Transactions Committee (RPTC), which ensures that the board and other committees fulfil their responsibilities to strengthen corporate governance and practices with regard to all related-party transactions.


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Detailed reports by the chairs of each committee follow:

Ensuring and protecting value in 2018 Focus for 2019 and beyond z Assessed and debated at length the impact of the suspension and subsequent resignation of

the KPMG lead partner on the 2017 financial audit and to Nedbank. Discussed the full assurance review on audits signed off by the KPMG lead partner and concluded that the quality of the 2017 Nedbank audit remained robust.

z Considered and recommended to shareholders the appointment and reappointment of Deloitte & Touche and KPMG for the year under review.

z Reviewed and approved the external auditors’ 2018 annual plan and related scope of work, monitored the effectiveness of the external auditors in terms of their audit quality, and considered the key audit matters reported in the external audit annual report.

z Completed further reviews, including presenting to the South African Reserve Bank (SARB) at the trilateral board meeting, as a result of the reputational risk issues in the audit industry and the continued focus on independence. A thorough review of existing processes and procedures was performed, and enhancements were made to strengthen the processes to assess auditor independence, including, for example, prohibiting the provision of non-audit services by the joint auditors, except where those services are related to their role as external auditors.

z Implemented the requirements for mandatory audit firm rotation (MAFR) through an external audit tender process. The outcome of the comprehensive tender process was the nomination to shareholders of the appointment of Ernst & Young Incorporated (EY) and Deloitte & Touche for the 2019 financial year.

z Considered, analysed, reviewed and debated information, key judgments and significant matters raised by management, Internal Audit and the external auditors to ensure the appropriateness of the 2018 year-end results.

z Reviewed and discussed information from management, Internal Audit and external auditors and considered the effectiveness of the internal controls of the group in all material respects throughout the year under review.

z Reviewed and discussed the 2018 audited annual financial statements (AFS) and related disclosures with the Chief Financial Officer, Chief Executive, Chief Risk Officer, internal audit and the external auditors, and recommended the AFS to the board for approval.

z Ensured that Internal Audit performs an independent assurance function and monitored the effectiveness of the Internal Audit function in terms of its scope, execution of its plan, coverage, independence, skills, staffing, overall performance and position within the organisation. Monitored and challenged, where appropriate, actions taken by management regarding the adverse internal audit findings.

z Monitored the effectiveness of the external auditors in terms of their audit quality, expertise and independence, as well as the content and execution of the audit plan, with the annual review of the quality of the audit and the performance of the joint external auditors having been undertaken by means of questionnaires completed by key finance staff, GIA members and members of GAC.

z Assessed compliance with all other statutory requirements in terms of section 94(7) of the Companies Act of 2008, King IV™, JSE Listings Requirements and any other applicable regulatory requirements, and confirmed that no reportable irregularities were identified and reported by the external auditors in terms of the Auditing Profession Act, 26 of 2005.

z Continuing focus on ensuring that the group's financial systems, processes and controls are operating effectively.

z Overseeing the Old Mutual managed-separation developments and outcomes, including all transitioning accounting and future reporting obligations.

z Overseeing the transition and onboarding of EY as the 2019 appointed joint external auditor.

z Monitoring of accounting implications arising from the reported economic and currency issues in Zimbabwe.

z Monitoring of the implementation of IFRS 17: Insurance Contracts, which replaces the current limited guidance contained in IFRS 4: Insurance Contracts. IFRS 17 will come into effect for Nedbank on 1 January 2022.

z Continued monitoring of the performance and valuation of ETI.

z Regular engagement between the GAC chair and the chairs of the subsidiary audit committees.

Strategic focus areas z Being operationally excellent in all

we do. z Managing scarce resources to

optimise economic outcomes.

Group Audit Committee (GAC)'The executive and the board take ultimate responsibility for all financial information produced at Nedbank. Auditors provide an important level of independent assurance to our stakeholders and capital markets. Auditor independence remains an important pillar of assurance to the Group Audit Committee and the board. The independence of the external auditors is a critical component related to the functioning of global capital markets and ensures trust can be placed on financial reporting by companies. Therefore Nedbank takes its responsibility to ensure auditor independence and auditor quality very seriously.'

Stanley Subramoney (Chair)

Top 10 risks2 Cyberrisk 4 Operational risk3 Business risk 8 Regulatory and compliance risks

StakeholdersStaff Shareholders

Regulators

MembersCommittee member since Board status

Stanley Subramoney (Chair)

October 2015 Independent non-executive

Neo Dongwana May 2017 Independent non-executive

Hubert Brody July 2017 Independent non-executive

Errol Kruger May 2018 Independent non-executive

Macro-economic and public policyEmerging economies

Mining, resources and infrastructure HR and strategic planning Innovation and digital Accounting and auditing Large corporates Other financial services Investment banking Retail banking Marketing

GAC(members)

2

2

2

2

2

1

1

1

3



GAC(members)

2

2

2

2

2

1

1

1

3


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Ensuring and protecting value in 2018 Focus for 2019 and beyond z Reviewed Nedbank’s risk strategy and risk appetite (including

enhanced cyberrisk appetite) in an environment of unprecedented levels of change.

z Assessed, monitored, oversaw and concluded risks attached to Nedbank and Old Mutual plc’s managed separation.

z Monitored developments relating to the group’s top 10 risks in 2018 as well as emerging risk in line with local and international trends.

z Monitored the adequacy, efficiency and appropriateness of the group’s risk, capital and liquidity management, as well as asset and liability management governance structures and processes.

z Approved the annual Internal Capital and Liquidity Adequacy Assessments Processes and considered scenarios or stress-testing outcomes that demonstrated preparedness for such events.

z Monitored progress and delivery of the regulatory change programmes to meet tight regulatory timelines, including the Market Conduct and Culture Programme, anti-money-laundering(AML)-related projects and Risk Data Aggregation and Risk Reporting requirements.

z Assessed, monitored and oversaw concentration risk measurement and management across affected risk types.

z Heightened the focus on operational and IT risk in the current operating environment and the significant changes brought about by, among others, Managed Evolution (ME) and digital innovation.

z Elevated the focus of Nedbank’s cyberrisk management in view of rapidly changing technological, digital and cyberlandscapes with heightened cyberrisk exposure.

z Continued focus on assessing, monitoring and overseeing RoA businesses.

z Enhanced and maintained governance structures with the formation of the GRCMC AML, combating the financing of terrorism (CFT) and Sanctions Subcommittee, and in ensuring all components of the AML, CFT and Sanctions Programme are tabled and discussed at board committee level, specifically focusing on key items with heightened execution risk and high-pressure regulator commitments and timelines.

z Continuing to focus on geopolitical assessment of the risk. z Continuing to update, review and monitor the group’s top 10 risks and

related emerging risks as the Fourth Industrial Revolution unfolds. z Reinforcing the three lines of defence, pivoting from the conventional

focus on risk oversight to evolving into an active, forward-thinking risk business partner.

z Integrating quantitative-focused traditional risks (models and validation) and qualitative risks (conduct, culture, people, reputational) to obtain governance alignment and business/commercial alignment; and continuing to focus on digitisation and optimisation of risk and compliance processes, with a direct positive impact on client experience.

z Integrating into risk management practices a bank’s social licence to operate and ‘the court of public opinion', recognising that opinions are sometimes informed or influenced by ‘fake’ news, including those about the Fourth Industrial Revolution.

z Continuing digitisation within the risk, internal audit and compliance functions to ensure an agile governance structure, with a view to increasing strategic and efficient risk management practices.

z Continuing to focus on proactive conduct risk management to mitigate this risk in all its forms.

z Continuing to execute on the AML, CFT and sanctions strategic objectives of the group and delivering on the strategic programme, while prioritising the implementation of the Financial Intelligence Centre Amendment Act (FICAA), 1 of 2017.

z Monitoring environmental risks and our environmental impact, and continuing to lead by the Nedbank ‘green’ example.

z Support the enhancement of coordinated assurance activities performed by multiple assurance providers.

Strategic focus areas z Being operationally excellent in all we do. z Managing scarce resources to optimise economic outcomes.

Group Risk and Capital Management Committee (GRCMC)'The GRCMC continues to adapt its terms of reference, incorporating the quantitative and qualitative impact of each risk facet, in an ever more challenging geopolitical climate both locally and internationally. The Fourth Industrial Revolution is creating a state of flux, driving rapid change across all industries and creating new opportunities. Therefore, the committee is encouraged by an increased drive within Nedbank to expedite cross-discipline collaboration to improve risk governance agility by actively pursuing new ways of managing the C-suite of risks (cyber, conduct, crime, change and client risk). The GRCMC undertakes to reinforce the three lines of defence, pivoting from the conventional focus on risk oversight to evolving into an active, forward-thinking risk business partner and seizing opportunities.'

Errol Kruger (Chair)

Top 10 risksStrategic and execution risks Conduct and culture risks

Cyberrisk Regulatory and compliance risks

Business risk Market risk

Operational risk Balance sheet risk

StakeholdersStaff Clients

Shareholders Regulators


Errol Kruger August 2016 Independent non-executive

Mike Brown October 2014 Chief ExecutiveRob Leith October 2016 Non-executivePeter Moyo June 2018 Non-executive

Brian Dames May 2018 Independent non-executive

Linda Makalima May 2018 Independent non-executive

Mpho Makwana May 2018 Independent non-executive

Joel Netshitenzhe October 2010Independent non-executive

3



GRCMC(members)

3

3

2

22

2

3



GRCMC(members)

3

3

2

22

2


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Ensuring and protecting value in 2018 Focus for 2019 and beyond z Conducted extensive shareholder engagement with a broad base of our

shareholders on proposals for our long-term incentive (LTI) scheme (see page 84 of the Nedbank Group Integrated Report). These proposals were aimed at improving the alignment of remuneration with our strategic value-creating objectives, and were implemented in time for the March 2018 awards.

z Received a positive vote from shareholders of 99,53% for the Remuneration Policy (2017: 90,21%) and 99,36% for the Implementation Report at the 2018 annual general meeting (AGM).

z Reviewed the robustness of the buildup methodology and the variability of the annual on-target group short-term incentives (STI) pool.

z Together with the Group Audit Committee, provided oversight of the project responsible for closing the postretirement medical aid (PRMA) liability, which resulted in a fair and equitable outcome for our employees and for the bank.

z Reviewed the corporate performance targets (CPTs) and their weightings relating to the LTIs and matched shares. As a result of this review, 100% of the LTI awards to all Group Exco members will be subject to CPTs, as from March 2019.

z Reviewed the findings of the EY independent review of the Remuneration Policy and its implementation. The results were positive, providing assurance that our remuneration practices are aligned with the policy and applicable legislation and regulation.

z Approved the Remuneration Policy, ensuring it continues to meet changing legislative and regulatory requirements, including those under King IV™ and the amended JSE Listings Requirements.

z Received external training on global remuneration trends. z Monitored income differentials with a view to ensuring fair and responsible

remuneration outcomes. z Reviewed the material terms and conditions of service of all group staff

(where appropriate) to ensure that they are fair and competitive. z Reviewed and approved the goal commitment contracts of the executive

directors and prescribed officers. z Approved the overall remuneration increases for all staff, as well as

remuneration proposals for the Chief Executive and Group Exco members. z Approved the STI pool and STIs of executives, as well as the LTI allocation

percentages and awards.

z Ensuring the continued relevance of the Remuneration Policy.

z Ensuring that remuneration is implemented in accordance with the Remuneration Policy.

z Contributing to fulfil the requirements of the REMCO charter.

z Continuing to engage with shareholders, including reviewing the CPTs on the LTIs and their respective weightings.

z Appointing a new service provider to conduct the external evaluation of the committee and the independent remuneration review in place of EY, which has been appointed joint auditor.

Strategic focus areas z Being operationally excellent in all we do. z Managing scarce resources to optimise economic

outcomes. z Providing our clients with access to the best financial

services network in Africa.

Group Remuneration Committee (REMCO)

Top 10 risksStrategic and execution risk Operational risk

Business risk




Hubert Brody July 2017 Independent non-executive

Neo Dongwana June 2017 Independent non-executive

Mpho Makwana January 2012 Independent non-executive

Peter Moyo June 2018 Non-executiveMalcolm Wyman March 2010 Lead independent

non-executive

'The board strives to ensure remuneration is fair and transparent, promoting positive outcomes aligned with legitimate expectations of all stakeholders. Remuneration of the executives and staffmembers is linked to sustainable value-creation objectives in line with the group’s strategy and is based on clear performance targets that have adequate stretch, while at the same time being mindful of the wealth gap in SA.'

Hubert Brody (Chair)

3



REMCO(members)

3

3

3

22

1

11

4

3



REMCO(members)

3

3

3

22

1

11

4


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Ensuring and protecting value in 2018 Focus for 2019 and beyond z Placed significant focus on operational stability and

security, which continued to yield improvements in service availability for our clients and limit business impact of any downtime.

z Provided oversight of the group’s cloud adoption journey, ensuring it is well considered and progressing according to plan.

z Reviewed external information security ratings, which continue to show encouraging improvements and remain at an advanced level as recognised by various external industry ratings.

z Monitored execution of the ME strategy, which remains the bank’s digital transformation enabler. The foundational programmes within Managed Evolution have now largely been completed and the overall programme is expected to be materially complete in 2020/2021.

z Oversaw key programmes, including the Nedbank loyalty and rewards programme. Clients can now view their Greenbacks balances and are able to perform low-value redemptions on the Nedbank Money app™.

z Encouraged the development of great user experience and a rich service offering, resulting in strong client takeup of the Nedbank Money app™ and Nedbank Wealth app.

z Introduced several innovative services in 2018, including Pay Me (with which Nedbank clients can send requests for payment), balance peek (for ease of checking balances) and scan to pay.

z Provided oversight of the delivery of innovative digital initiatives, which had a positive impact on Net Promoter Scores (NPS). Nedbank achieved the largest yoy improvement among SA banks in 2018 with a 9-point move from 27 to 36 (RBB up three points). We are also seeing the first signs of this translating into a growing main-banked market share.

z Maintaining industry-leading levels of system availability and stability as a core foundation of strength.

z Staying ahead of the curve on cybersecurity matters. z Continuing to leverage our sizeable scale for competitive advantage. z Continuing with the group’s cloud adoption journey. z Delivering the Managed Evolution IT strategy in a way that creates

competitive advantage. z Unlocking the strategic value of data as a competitive advantage. z Focusing on talent development to strengthen the group’s technology

capability in support of the group’s aspirational goals. z Enabling the group’s RoA strategy by leveraging platforms, capabilities and

know-how in the SA operations to support effective operations across our key subsidiaries in Africa.

z Continuing with first-to-market innovative digital products, increasing the use of digital channels and increasing sales.

z Focusing on digitising client service across RBB, Wealth and CIB segments. z Continuing to embed the new digital way of working across the organisation

to ensure digital innovation in order to solve client needs with commercial impact.

z Disrupting and commercialising digital assets (reuse or new) at scale by shifting the perspective beyond SA to unlock our digital vision; and solving clients’ needs and scaling value propositions across Africa at pace.

z Delivering on the additional 165 automated processes planned for 2019, which are consolidated from all clusters and support functions.

z Increasing focus on artificial-intelligence bots for business process efficiency and client service.

z Institutionalising machine learning to solve more complex problems and achieve higher levels of automation.

Strategic focus areas z Delivering innovative market-leading client experiences. z Being operationally excellent in all we do.

Group Information Technology Committee (GITCO)

'Through 2018 we continued to leverage our credible IT capabilities and core foundational platforms, optimise IT operating costs, embrace modern technologies and, most of all, we have pivoted to put our clients at the heart of everything that we do.'

Mantsika Matooane (Chair)

Top 10 risksStrategic and execution risk Regulatory and compliance risk

Cyberrisk



Society



GITCO(members)

3

2

2

2

2

2

111 Macro-economic and public policy

Emerging economies Mining, resources and infrastructure HR and strategic planning Innovation and digital Accounting and auditing Large corporates Other financial services Investment banking Retail banking Marketing

GITCO(members)

3

2

2

2

2

2

111


Mantsika Matooane May 2014 Independent non-executive

Brian Dames July 2014 Independent non-executive


Joel Netshitenzhe January 2014 Independent non-executive


11

Ensuring and protecting value in 2018 Focus for 2019 and beyond z Monitored progress of Employment Equity Plans and oversaw a

diagnostic exercise that highlighted barriers to progress toward achieving greater African representation in the workplace.

z Provided oversight on the development of a wellbeing strategy, emphasising the holistic wellbeing of our people.

z Continued to provide critical challenge in respect of the bank’s progress in delivering value through its purpose, namely ‘to use our financial expertise to do good for individuals, families, businesses and society’.

z Provided guidance and monitored progress in terms of delivering on the Sustainable Development Goals (SDGs) as measures of delivery on the bank’s purpose. To this end the bank has prioritised nine material SDGs and 33 related targets and has allocated them to nine group executives, who will own and drive Nedbank’s groupwide response to their respective SDG.

z Monitored relevant regulatory developments, including the impact of the Amended FSC, and specifically improved skills development and enterprise and supplier development, thereby achieving a level 1 broad-based black economic empowerment (BBBEE) contributor status.

z Oversaw a R5,9m investment by Nedbank into the Green Engine YES Hub at Tembisa, which is set to deliver massive community benefits and create employment opportunities for young people in the region.

z Supported Nedbank’s commitment to Global Citizen 2018 through the #VaxTheNation initiative aimed at fast-tracking immunisation by removing barriers to access.

z Reviewed BBBEE scorecard, ethics and sustainability reporting.

z Overseeing progress towards improving African representation at middle and senior management levels as a critical focus towards building a culture of inclusivity.

z Overseeing the implementation and monitoring of plans in support of the wellbeing of our people, with an emphasis on preventative health management and resilience and stress management.

z Continuing to provide oversight and guidance of progress made on the bank’s Sustainable Development Finance offer in line with the nine SDGs and 33 related targets identified as material to delivering on our purpose.

z Managing the impact of the Amended FSC with specific focus on executing against new targets that will be set by BASA for Access to Financial Services and Empowerment Financing, possibly impacting relative competitor positioning.

z Focusing on implementing the Youth Employment Service (YES) initiative, which will support the employment of 3 345 young South Africans through either placements in the measured entity or sponsored placements.

z Increasing our focus on working with key stakeholders and industry bodies to deliver better outcomes for society and inform the industry view through events such as the Nedlac summit.

Strategic focus areas z Being operationally excellent in all we do. z Managing scarce resources to optimise economic outcomes

Group Transformation, Social and Ethics Committee (GTSEC)

'At Nedbank we are financial experts who do good – we are committed to authentic organisational transformation by creating an empowering culture, delivering innovative, market-leading client experiences. Our aspiration is to contribute our fair share towards sustainable economic outcomes that create wealth and meaningful opportunities for all South Africans, especially Black African South Africans.'

Mpho Makawana (Chair)

Top 10 risksStrategic and execution risks Reputational risk

Conduct and culture risks Regulatory and compliance risks



Society



Mike Brown May 2018 Chief ExecutiveLinda Makalima June 2017 Independent non-

executive

Stanley Subramoney October 2015 Independent non-executive



GTSEC(members)

3

3

22

2

1

1

14



GTSEC(members)

3

3

22

2

1

1

14


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Ensuring and protecting value in 2018 Focus for 2019 and beyond z Tracked and monitored progress with the implementation of IFRS 9. z Assessed, monitored and oversaw IFRS 9 impairment implementation

in respect of methodology, systems, data, governance, disclosure and independent assurance to ensure successful transition to the new impairment standard, effective 1 January 2018.

z Undertook concentration risk deep dives into, among others, the commercial-property portfolio, the renewable-energy portfolio, the MFC portfolio, key watchlist clients and state-owned enterprises exposure, satisfying ourselves that the concentration risk was well managed and aligned with risk appetite.

z Continuously managed distressed portfolios, key watchlist clients and industry-specific concentration risks.

z Conducted a review of the various lending portfolios amid concerns in media reports around lending practices in the SA banking industry.

z Maintained a healthy credit book profile in 2018. z Assessed, monitored, oversaw and ensured the appropriate credit risk

appetite in SA and businesses in the rest of Africa. z Assessed, monitored and oversaw independent analysis conducted by

the second line of defence for impairments, provisioning and ECL. z Satisfied ourselves with the independent and effective validation of

regulatory capital models. z Ensured that the AIRB credit system remained in good shape and in

line with SARB regulations and Basel guidelines. z Continued to attract, retain and upskill staff to ensure an optimal,

efficient, diverse and transforming workforce across the credit risk management and monitoring teams.

z Proactive risk management of distressed portfolios, key watchlist clients and industry-specific concentration risks.

z Continuing to monitor the bank’s position and readiness to deal with a potential Moody’s downgrade of SA’s sovereign credit rating.

z Continuing integration with other risk types and functions (eg AML, financial crime, conduct and reputational risk).

z Further analysing opportunities to translate risk into appropriate returns.

z Continuing to focus on digitisation and optimisation of credit risk and compliance processes to make a direct positive impact on client experience.

z Monitoring progress with regulatory change compliance and the impact of the finalisation of Basel III refinements on the Nedbank credit risk profile.

z Continuing the focus on the alignment and combined effectiveness of Risk, Audit and Compliance.

z Continuing to focus on model refinements and monitor industry trends in respect of the Fourth Industrial Revolution, as well as the strategic implications for the group’s credit portfolio by using machine learning in origination models.

z Strengthening the evolution and operationalisation of credit risk appetite.

z Managing counterparty and concentration credit risk. z Continuing to monitor the bank’s policies to ensure they

evolve with the amendments in legislation and current trends regarding the use of scenarios on climate change in risk assessments and the sustainable finance of state-owned enterprises.

Strategic focus areas z Being operationally excellent in all we do. z Managing scarce resources to optimise economic outcomes.

Group Credit Committee (GCC)

'An inherent part of credit risk takes into account geopolitical as well as reputational risks. The committee has incorporated these risk components and enhanced current policies to incorporate these aspects to ensure an agile credit risk governance framework. Implementation deadlines for IFRS 9 were met, with independent analysis of impairments and credit model validation being effective for 2018. The committee prioritised the assistance of clients who had been identified as being in distress, which aligned with Nedbank’s purpose statement that focuses on a client-centred outlook.'

Errol Kruger (Chair)

Top 10 risksBusiness risk Regulatory and compliance risks

Credit risk

StakeholdersClients Shareholders

Regulators


Errol Kruger August 2016 Independent non-executive

Linda Makalima June 2017 Independent non-executive

Mike Brown July 2011 Chief Executive

Mfundo Nkuhlu January 2015 Chief Operating Officer

Raisibe Morathi July 2011 Chief Financial Officer

Rob Leith October 2016 Non-executiveBrian Dames July 2014 Independent non-

executiveNeo Dongwana Independent non-

executiveStanley Subramoney October 2015 Independent non-

executive



GCC(members)

6

7

624

4

4

4

5



GCC(members)

6

7

624

4

4

4

5


13

Ensuring and protecting value in 2018 Focus for 2019 and beyond z The GRPTC oversaw the execution of the Old Mutual plc MS strategy as it impacted

Nedbank, in particular ensuring an orderly distribution of Nedbank shares and monitoring the progress of the transaction for completion in 2018. This required the oversight of essential processes, which included:

| the successful completion of all applications and notifications to various regulators;

| the assessment of and input into governance and regulatory matters, leading to engagement with governance bodies including the FSB, SARB and the JSE;

| the conclusion of a new relationship agreement that underpins the ongoing relationship between Nedbank and Old Mutual Limited, with the latter continuing as a 19,9% shareholder in Nedbank, effective on unbundling;

| the assessment of the impact of the transaction in terms of potential flowback and overhang on the share price; and

| the strict implementation of timeframes and processes for an orderly and timely distribution of OML’s approximately 32% shareholding in Nedbank to its shareholders, as well as ensuring they were well defined and agreed between the management teams.

z Together with an independent board committee, the GRPTC oversaw the effective implementation of an odd-lot offer that saw approximately 430 000 shareholders unlock value in their odd-lot Nedbank holdings, at a premium and with no cost, by buying back approximately 7 million shares at a total value of about R2bn, which created annual savings for Nedbank.

z The GRPTC monitored the conclusion of the collaboration programme between Nedbank and Old Mutual Group, which had delivered R1bn in synergies by the end of 2017, and reviewed the ongoing sustainable synergies for the 2018 year.

z The board ensured accurate disclosure of on-balance-sheet transactions in the annual financial report in terms of IAS 24: Related party Disclosures.

z Monitoring and reviewing all related-party transactions, including transactions with the 19,9% shareholder, Old Mutual Limited.

z Monitoring and reviewing the Relationship Oversight Committee, which governs the commercial relationship between Nedbank and Old Mutual Limited.

Strategic focus areas z Being operationally excellent in all we do. z Managing scarce resources to optimise

economic outcomes.

Group Related-party Transactions Committee (GRPTC)

'Managed separation saw Nedbank move from having a controlling shareholder to becoming an independent company, with its free float increasing from approximately 40% to approximately 80%. The GRPTC oversaw the arrangements and agreements between Old Mutual and Nedbank to implement this transaction in the interest of minority shareholders. This was the key focus for the GRPTC in 2018.’

Malcolm Wyman (Chair)


Malcolm Wyman May 2015 Lead independent non-executive


Joel Netshitenzhe May 2015 Independent non-executive

Stanley Subramoney May 2017 Independent non-executive



StakeholdersRegulators Shareholders



GRPTC(members)

111 2

2

2

1

1

3

4



GRPTC(members)

111 2

2

2

1

1

3

4


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Ensuring and protecting value in 2018 Focus for 2019 and beyond z Ensured that the bank maintained an effective and independent compliance function.

Reviewed compliance monitoring findings and related trends to assess and track the level of compliance risk. Challenged, where appropriate, action taken by management with regard to remediation of adverse findings.

z Provided oversight in respect of: | AML, CFT and sanctions compliance levels and the successful remediation of the SARB

findings; and | the implementation and closure of the Privacy Programme, which gives effect to the

Protection of Personal Information Act, 4 of 2013. z Tracked relevant regulatory changes inclusive of the Twin Peaks model of regulation and

ensured training to the board was provided. z Oversaw the group’s participation in the Zondo Commission of Inquiry into state capture. The

group has committed to providing its support and cooperation to the inquiry as a responsible corporate citizen and in the interests of the country.

z Facilitated the commissioning of a forensic investigation into derivative swap transactions and loans that formed the subject of allegations contained in an article published by the Organised Crime and Corruption Reporting Project. The article sought to link Nedbank to allegations around Regiments/Trillian having extracted funds from Transnet. The outcome of the investigation was favourable. It was found that the transactions were commercially sound and that the fees, profit and return on equity earned by Nedbank were fair and reasonable. Nedbank’s internal governance procedures were followed, and no evidence was found of any staff dishonesty or unlawful conduct.

z Facilitated the commissioning of investigations into the group’s reputational risk exposure in respect of clients and suppliers implicated in allegations of state capture and corruption.

z Engaged EY to review the alignment of Nedbank’s documented practices and supporting evidence with King IV™ principles (Nedbank’s compliance status in terms of King IV™ is set out in the Governance and Ethics Review).

z Conducted board succession planning and provided input into the succession plans for executive directors and other senior executives.

z Provided a full review of the composition of the board and its board committees at every DAC meeting, covering the status of the independent directors, extent of diversity, experience, industry knowledge and retirement ages.

z Undertook a review of board committee memberships as a result of the MS process and other pending retirements from the boards, while ensuring the mix of experience and tenure on the committees remained appropriate.

z Oversaw the review of governance for the group’s operating subsidiaries.

z Continuing to review compliance findings and related trends.

z Tracking of the compliance coverage plans and specifically the themes-based monitoring approach.

z Monitoring the implementation of the Regulatory Advocacy Office.

z Receiving quarterly updates from the Group Reputational Risk Committee on reputational risk matters, including evidence emerging from various commissions of inquiry.

z Reviewing developments in law that may impact market conduct and reputational risk.

z Ensuring the enhancement of reputational risk management and the implementation of ‘lessons learnt’ and measures to prevent and mitigate reputational risk in a commercially sound and efficient manner.

z Refreshing the Group Governance Framework and continuing to monitor of the application of King IV™ by the Nedbank Group.

z Reviewing of the Nedbank Board Continuity Programme to ensure alignment with SARB’s directive on the promotion of sound corporate governance.

Strategic focus areas z Being operationally excellent in all

we do. z Managing scarce resources to optimise

economic outcomes

Group Directors’ Affairs Committee (DAC)

'Overseeing the status of Nedbank’s regulatory compliance through having a detailed view of compliance findings and trends remains a key focus area of the Group Directors’ Affairs Committee.'

Malcolm Wyman (Chair)



DAC(members)

24

3

1

4

54

6

51



DAC(members)

24

3

1

4

54

6

51


Malcolm Wyman May 2011 Lead independent non-executive

Hubert Brody May 2018 Independent non-executive

Errol Kruger May 2017 Independent non-executive


Mantsika Matooane February 2015 Independent non-executive

Vassi Naidoo May 2015 Independent non-executive

Peter Moyo June 2018 Non-executiveStanley Subramoney May 2017 Independent non-

executive






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During the period under review the board and board committee attendance of meetings was 91%, illustrating high levels of engagement. (The full board and board committee attendance is available at the end of this report.)

Good performance and developmentBoard evaluationsOur board and board committees are monitored annually for effectiveness and transparency. Decisions are reviewed for the value that they add to the bank and our clients. An independent assessment of the Nedbank board and board committees was conducted in 2017 and the results were presented to the board. Action plans for matters that required improvement were agreed and implemented.

The next independent review will be conducted in 2020 and the evaluations for 2018/2019 will be done as self-assessments.

The board evaluations of the Nedbank Wealth Cluster and subsidiaries in the rest of Africa were conducted internally in the following entities and subsidiaries:

Nedbank Wealth ClusterA total of nine committees were evaluated in the Nedbank Wealth Cluster’s international business. These include the boards and board committees of:

z Nedgroup International Holdings Limited z Nedbank Private Wealth International z Nedgroup Investment Limited (UK company) z Nedgroup Investment Limited (Isle of Man) z Nedgroup Trust (Guernsey) z Nedgroup Trust Limited (Jersey) z Nedgroup Trust (Guernsey) Audit and Risk z Nedgroup Trust Limited (Jersey) Audit and Risk z Nedgroup Investment Limited (Isle of Man) Audit and Risk

Rest of Africa subsidiary board evaluationsEvaluations are conducted annually on the subsidiary boards and board committees, namely of the following:

z Nedbank Lesotho z Nedbank Namibia z NedNamibia z Nedbank Malawi z Nedbank Swaziland z Nedbank Zimbabwe z Banco Único (Mozambique)The evaluations for the RoA and Nedbank Wealth Clusters covered a wide array of governance-related matters. The results indicated that the board and board committees operate effectively. Certain training requirements were identified for non-executive directors, which will be addressed during 2019.

Directors’ induction and trainingDirectors receive essential board and company information and are kept abreast of changes and trends in the business, the banking industry, financial markets; and the economic, political, social and legal climate.

Directors regularly attend courses, conferences and seminars to ensure that they keep up to date with changes and trends in:

z statutory and regulatory obligations; z ethical obligations; z remuneration best practices; and z good operational practice.

Newly appointed directors attend an induction programme aimed at achieving an understanding of the bank, its business, its environment, its markets and risks.

In 2018 the board received training on executive share dealing and hedging, key emerging trends in remuneration, the Banks Act and Twin Peaks, the FICAA, cyberrisk and addressing climate change as part of SA’s transformation and growth strategy.

At the request of the board, a two-day bespoke Board Refresh Programme on the theme ‘Agile Governance’ was designed. The programme took place in early 2019 and covered general director obligations from a Banks Act, Prudential Authority and King IV™ perspective; the macro impact of liquidity on risk management on an SA bank board, micro influence of liquidity and credit, risk management in digitally enabled banks, as well as the impact of geopolitical developments on a bank’s social licence to operate. Learnings from recent failures in banks were discussed, and the rapid unravelling of a bank due to the failure to use regulatory frameworks in a strategic manner was highlighted.

Fair and responsible remunerationThe board is committed to ensuring that remuneration of executive management is fair and responsible in the context of overall employee remuneration. The Group Exco holds management accountable for ensuring total remuneration is distributed fairly, while the board, through the Group Remuneration Committee, is committed to ensuring that the remuneration of executive management is fair and responsible in the context of overall employee remuneration.

The Group Remuneration Committee assists the board in discharging its responsibility in relation to board and executive remuneration. A full report on the activities of the committee, including its composition and key responsibilities, is included on page 11 of the 2018 Nedbank Integrated Report.

Disclosure on application of King IV™The board remains committed to the application of and adherence to the 17 King IV™ principles in order to achieve their associated outcomes. Nedbank Group has reviewed its current practices to ensure alignment with the King IV™ recommended practices associated with each principle.

The detailed application status of the King IV™ principles in the bank is contained in the table below. The measurement of the application of the King IV™ principles was conducted inhouse by comparing the 2017 status, which was measured independently, with developments during the year.


16

Foundational concepts Principles Status Diagnostic commentary

Leadership, ethics and corporate citizenship

Principle 1 The governing body should lead ethically and effectively.

Aligned The boardmembers are individually and collectively accountable for their ethical and effective leadership of Nedbank Group and are required to conduct themselves in accordance with the Board Code of Conduct and their legal duties as company directors under the Companies Act, 71 of 2008. The performance of individual boardmembers is assessed through the board evaluation process. An independent evaluation process, including peer reviews, is conducted every second year. The last review was conducted in 2017/2018. The independent assessment includes a measurement of achievement of the board objectives.

Boardmembers complete a detailed conflict-of-interest questionnaire annually. The completed questionnaires are tabled at board meetings for full disclosure and transparency. The directors subscribe to a board ethics statement annually, thereby committing to high ethical standards and to conducting themselves honestly, scrupulously and with integrity.

The board reviews the group’s values annually to ensure it adheres to high standards of ethics and corporate behaviour, and the Code of Ethics and Conduct, which addresses conflicts of interest, is in place for this purpose. The Code of Ethics and Conduct is reviewed annually.

In addition, the board makes an annual attestation to the Board Ethics Statement, which reads: ‘Ethical leadership and effective leadership should complement and reinforce each other’.

In line with this requirement, our boardmembers, subsidiaries, group executives and cluster executives are required to acknowledge and sign the statement every year.

The board of directors provides leadership and strategic guidance that is continually aimed at safeguarding shareholder value creation.

Principle 2 The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture.

Aligned Nedbank Group has incorporated ethics principles into its culture through an enhanced review of the Group Code of Ethics and Conduct and the Executive Committee Member and Employee Induction Policy, through ongoing training, as well as through ethics management policies and applied practices.

The board of directors also provides leadership and strategic guidance continually aimed at safeguarding shareholder value creation. This leadership and guidance are provided within a framework of ethical and prudent controls that supports the establishment of an ethical culture.

Principle 3 The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen.

Aligned There are further arrangements in place for familiarising stakeholders (including suppliers) with the organisation’s ethical standards. Social and environmental risk is one of the risks that Nedbank actively monitors. Whether strategic or operational in nature, it is viewed as seriously as all other risks to which our business is exposed.

In consultation with sustainability risk experts and various stakeholder groups, such as government departments, non-governmental organisations (NGOs) and other relevant institutions, we have developed a suite of sustainability risk mitigation tools and policies that not only protect shareholder interests, but also ensure the protection of communities and the environment. Policies focus on agriculture, mining, oil, gas, natural capital, waste and recycling of hazardous substances, asbestos and contaminated land. Our approach in this regard is further explained in the bank’s Sustainability Development Framework.

The group strategy is values-based and takes into account stakeholder needs and expectations. The functions – Group Compliance, Human Resources (HR), Group Risk, Group Finance and Group Marketing and Corporate Affairs (GMCA) – develop strategies supporting the board’s strategic outcomes that further support the organisation’s corporate citizenship status.

The teams driving the strategy and processes through the organisation are Ethics, Human Rights, Sustainability, HR (Learning and Development, Remuneration and Transformation), Occupational Health and Safety, Group Forensics, Group Tax and the Nedbank Foundation. With regard to the tax strategy and policy, the board is ultimately accountable for determining the group’s tax philosophy and approach and, together with the Group Audit Committee, providing oversight of the group’s tax practices and affairs.

Nedbank Group’s tax strategy supports our vision of being Africa’s most admired bank. We are committed to being a responsible taxpayer through professionally executed tax compliance and legitimate tax planning in order to fulfil our compliance and disclosure obligations in accordance with all relevant laws.


17


Strategy, performance and reporting

Principle 4 The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.

Aligned The board delegates the formulation of strategy to management. The board-approved Strategy Risk Principles Policy addresses the principles to be taken into account in the development of strategy.

The board ensures that a robust strategy process is defined and executed. The strategy planning timetable entails business planning at Group Exco level and a strategy review by the board, culminating in final approval of the strategy framework by the board in July and final approval of the business plan in November (by both the Group Exco and the board). Nedbank has a rolling three-year strategy focused on value creation and underpinned by strategic goals that consider the economy, society and the environment. Management initiates the strategy review and business planning process in January with the Group Exco.

The major macro trends in our operating environment are identified by analysing political, macroeconomic, social, competitive, technological, regulatory and environmental drivers. The effect of these trends on Nedbank’s strategic objectives is assessed. Continued engagement with material internal and external stakeholders takes place and their needs and expectations are considered. Stakeholders include staffmembers, clients, shareholders, regulators and communities. This process highlights any material matters – ie issues that have the most impact on Nedbank’s ability to create value.

The material matters identified are then ranked according to the greatest relevance and highest potential to have a significant impact on the viability of our business and relationships with stakeholders. These material matters are continuously assessed to ensure the strategy remains relevant. Risks and opportunities arising from the material matters are identified and their impact on both the short- and medium-term strategy is assessed. The material matters are also tested against Nedbank’s vision, Deep Green aspirations, targets, long-term goals and values. The outcome of this analysis informs the strategic focus areas for the year, which are adjusted in line with changes in material matters.

The board annually approves the strategy of Nedbank Group. The board-approved level 1 Strategy Risk Principles Policy addresses the principles to be taken into account in the development of strategy, in line with our purpose, vision, values, targets and brand.

Principle 5 The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance and its short-, medium- and long-term prospects.

Aligned The principle is adopted in terms of disclosure requirements. A validation exercise by an independent consultancy indicated that the disclosure element in this regard meets the King IV™ objectives.

Information related to the required disclosures appears in the Integrated Report. This includes matters relating to our strategy and detailed sections about our long-term goals, medium-to-long-term targets and Deep Green aspirations in relation to the group’s position for value creation. Furthermore, details of strategic key performance areas, as well as progress to date, are provided in the Integrated Report.

Information related to the required disclosures is contained in, among others, the Integrated Report and the supplementary reports, including the King IV™ principles report. These are available at nedbankgroup.co.za.

Governing structures and delegation

Principle 6 The governing body should serve as the focal point and custodian of corporate governance in the organisation.

Aligned The board displays adequate alignment with the King IV™ objective in terms of its oversight functions and monitoring, as well as the roles and responsibilities set out in the respective charters.

Board and board committee charters have been reviewed and are aligned with King IV™ and board committee areas of responsibility. Current audit committee oversight functions have been reviewed against King IV™ recommended practices for audit committees, including audit committee disclosures.

The board has taken steps in terms of its custodianship of governance, which include annual board continuity and effectiveness reviews to determine the way forward in terms of strategic direction and to improve the overall wellbeing of the organisation.

The board has embraced governance practices and principles and has ultimate accountability and responsibility for the performance and affairs of the company, including good governance practices and principles.


18


Principle 7 The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

Aligned The most recent board review indicated that the board membership and composition are aligned with King IV™ practices.

Where directors are reaching tenure and retirement age, board continuity is ensured through succession planning. Qualifications of directors and their experience in specific industries are further scrutinised for applicability. Annual reviews are conducted independently and internally to ensure that the board composition remains in alignment with best practice and governance codes.

The board composition is aligned with the requirements of King IV™ regarding the number of executive versus non-executive directors. Skills, experience and tenure of board members are monitored continually. Refer to the composition of the board on page 4.

Principle 8 The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement, and assist with balance of power and the effective discharge of its duties.

Aligned The delegation by the board ranges from the review of committee charters to the recording thereof. Board structures undergo annual review for effectiveness through independent and internal board evaluations. The current board subcommittees are:

Group Audit Committee, Group Directors’ Affairs Committee, Group Remuneration Committee, Group Credit Committee, Group Transformation, Social and Ethics Committee, Group Related-party Transactions Committee, Group Information Technology Committee, and the Group Risk and Capital Management Committee.

Accountability is delegated through committee charters for the respective committees and effectiveness thereof is measured annually.

We aim to ensure that board structures are effective through annual effectiveness assessments. Delegation of responsibilities and mandates to individuals and/or ad hoc committees are managed through a formal delegation-of-authority process and accompanying board resolutions.

Principle 9 The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members support continued improvement in its performance and effectiveness.

Aligned In 2017 we engaged EY to coordinate the evaluation and assessment of the performance of the Nedbank board, its committees and individual boardmembers in line with best-practice governance, which review was completed during 2018.

EY followed an approach that included a combination of interviews and questionnaires, followed by a report and presentation outlining outcomes of the process and recommendations for areas noted for improvement.

The detailed process included distribution of questionnaires, interviews and reporting.

After the collation and analysis of data a report containing findings and supporting recommendations was presented to the board.

Principle 10 The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities.

Aligned Processes to support the application of the principle include, among other things, board continuity programmes, succession planning, board delegation processes and the annual Chief Executive evaluation.

Board structures undergo annual review for effectiveness through independent and internal board evaluations. Additionally, Group Exco charters and sub-executive committee charters undergo evaluations to determine their level of effectiveness and to identify areas for improvement.

Nedbank Group continuously adheres to sound practices in respect of board continuity programmes, succession planning, board delegation processes and an annual CEO performance evaluation.

Governance functional areas

Principle 11 The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives.

Aligned The governance of risk in terms of the organisation’s strategic objectives is a fundamental existing practice in the group. This is evidenced in group policies and processes.

A well-defined, enterprisewide risk management function in the bank fully supports the practices required by King IV™ and minor policy enhancements where necessary.


19


Principle 12 The governing body should govern technology and information in a way that supports the organisation in setting and achieving its strategic objectives.

Aligned There are various governance forums at board and Group Exco levels for the governance and management of technology and information.

The Group IT Committee (GITCO) and the Executive IT Committee (EITCO) are responsible for discharging the governance of technology and information in the organisation.

GITCO is responsible for reviewing and approving Nedbank’s IT strategy and good governance throughout the IT ecosystem by ensuring the effectiveness and efficiency of the group’s information systems from a strategic alignment and risk perspective.

EITCO is responsible for assisting the Group Exco and GITCO in discharging their responsibilities to ensure a well-coordinated, efficient, effective, properly resourced and timeously implemented IT strategy.

Strategies are in place for technology enhancements through both ME execution and the Digital Fast Lane, ensuring separate governance structures for information and technology.

Principle 13 The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen.

Aligned The board governs the Group Exco by providing direction on how compliance risk should be approached and addressed in the group. The accountability and responsibility for compliance risk management in the group rests with the board. The board recognises compliance risk as a material risk for the group and is responsible for reviewing the adequacy of the group’s systems of governance and risk, including controls implemented to ensure compliance with legal and regulatory obligations and any applicable codes of good practice.

Board oversight is delegated to the DAC, which is a committee of the board responsible for assisting the board with its corporate governance and related responsibilities and acting as the board’s expert sounding board on corporate governance and compliance risk, as defined in the group’s Enterprisewide Risk Management Framework.

The DAC further assists the board in ensuring that the group is at all times in compliance with all applicable laws, regulations and codes of conduct and practices. It ensures that the bank maintains an independent and effective compliance function as part of its risk management framework and receives reports from the Chief Compliance Officer on the level of compliance with laws, regulations and supervisory requirements by the bank.

A second board committee, the Group Audit Committee (GAC), reviews reports of non-compliance submitted by the Chief Compliance Officer and monitors management actions to resolve the matters.

Nedbank continues to approach compliance risk through the implementation of proactive and robust mitigation control measures. Being ultimately accountable, the board continually provides guidance to the group on the management of compliance risk.

Principle 14 The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.

Aligned The Group Remuneration Committee is responsible for remuneration governance, and its groupwide responsibilities are fully set out in the board-approved charter, which is available at nedbankgroup.co.za.

The committee applies the guiding principles provided for in terms of the Remuneration Policy as far as it is feasible but retains the right to apply discretion to deviate from this policy in exceptional circumstances.

The committee ensures that it remains knowledgeable about the changing remuneration regulatory environment, both locally and globally, and is supported by regular updates from the Group Reward and Performance team and external advisors. This has enabled the committee to ensure full compliance with the regulatory requirements outlined in our Remuneration Policy. The committee also had full access to independent executive remuneration consultants Vasdex Associates Proprietary Limited and EY during 2018.

Nedbank continues to ensure that its remuneration policies facilitate ongoing dialogue with shareholders and that policies and disclosures are up to date. Work has been completed to align the bank’s remuneration and ethics philosophies better in terms of fair and responsible remuneration, existing termination provisions, and the approach to the setting of non-executive director fees has been included in the Remuneration Policy.


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Principle 15 The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decisionmaking and external reporting purposes.

Aligned The board governs the Group Exco by giving it direction on how it should ensure that assurance services and functions enable an effective control environment and support the integrity of information for internal decisionmaking and Nedbank’s external reporting purposes. Key elements are:

z Nedbank Group’s Code of Ethics and Conduct. Both groupwide policies are communicated and adhered to by all employees and internal stakeholders – including all providers of outsourced services to Nedbank. Awareness and implementation are supported by ongoing ethics awareness campaigns, including mandatory ethics education, training and monitoring systems, which are customised to the needs of the different Nedbank businesses and employee category profiles.

z Nedbank Group’s Internal Audit Charter is reviewed annually and stipulates the mandate, authority, roles and responsibilities of this function. It also clearly indicates the functional and operational reporting line of the Chief Internal Auditor to ensure independence and objectivity of the function.

z Nedbank Group’s Audit Committee Charter is reviewed annually and stipulates the oversight responsibilities of the committee, such as internal audit, external audit and combined assurance.

z The Group Internal Audit Annual Coverage Plan is risk-based and approved by the Group Audit Committee annually. The plan is assessed half-yearly and resubmitted to the Group Audit Committee for approval.

z Nedbank Group Internal Audit also undertakes periodic independent assessments every five years to assess conformance with the Institute of Internal Auditors standards and to ensure a best-in-class service is provided to the group.

Nedbank’s protected disclosure and whistleblower programmes are the final element that enables our internal and external stakeholders to inform us of matters of concern about duty, integrity and disclosure that may require internal investigation. Additionally, the Group IT Committee reviews and monitors the transfer of information.

The board provides direction as to how assurance services and functions are effectively combined to enable an effective control environment and support the integrity of information for internal decisionmaking and external Nedbank reports.

Stakeholder relationships

Principle 16 In the execution of its governance role and responsibilities the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time.

Aligned General application of the principle is in effect and enhancements for a more strategic approach to stakeholder relations management and stakeholder engagement has been adopted. At Nedbank this function is subsumed under the broader corporate affairs. This pertains to the location of a centralised stakeholder engagement model in the group.

Principle 17 The governing body of an institutional investor organisation should ensure that responsible investment is practised by the organisation to promote good governance and the creation of value by the companies in which it invests.

Aligned Nedgroup Investments, the main investment business unit, follows responsible investment guidelines, which are published on its website. The guidelines are based on key elements of the United Nations Principles for Responsible Investments (UN PRI) and the Code for Responsible Investing in South Africa (CRISA). Nedgroup Investments has also published proxy voting guidelines that inform the proxy voting in its Best of Breed™ business.

Operationally, Nedbank management formed the Nedbank Responsible Investment Committee, which ensures responsible investment. The inhouse investment team in Nedgroup Investments (the Nedbank Private Wealth Fund Management team) actively incorporates environmental, social and governance (ESG) factors into its investment process. The team makes use of an external ESG data provider to cover ESG issues.

In line with responsible stewardship there are regular engagements with the management of investee companies and all proxy votes are exercised.

External fund managers employed by Nedbank are annually engaged on their incorporation of ESG factors and responsible stewardship through a survey and meetings. All the proxy voting results for these funds are consolidated and published on the Nedgroup Investments website. Nedbank’s responsible investment guidelines are available on the website, along with the proxy voting results.

The Responsible Investment Standard, approved by the board, applies to all business units involved in investment practices across the group and, as such, is embraced by Nedbank Group and its subsidiaries.


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Our compliance with other governance codesThe UK Code of Corporate GovernanceWhile Nedbank Group is listed on the JSE and Namibian Stock Exchange, we also comply with other governance codes and practices to the extent that they apply to our subsidiaries. NedNamibia and Nedbank Namibia, as well as entities in the Nedbank Wealth Cluster, subscribe to the UK Code of Corporate Governance. There has been no non-compliance with this code identified.

Code of Banking PracticeWe subscribe to the Code of Banking Practice of the Banking Association SA, which governs all relationships with authorities, clients, competitors, employees, shareholders, local communities and other primary stakeholders. Appropriate procedures and mechanisms are in place to ensure full adherence to the code and we work with the Banking Ombudsman’s Office to ensure that client complaints are resolved appropriately and timeously.

Basel Code of PrinciplesThe Basel Committee on Banking Supervision published a guideline in July 2015 – Corporate Governance Principles for

Banks. The governance and compliance teams are monitoring and ensuring continuous compliance with the guideline.

Our approach to complianceOur board-approved Nedbank Risk Appetite Policy is based on a zero-tolerance approach to compliance risk. This policy mandates compliance with all regulatory requirements and is used by the DAC to monitor and measure such compliance. This board committee was established in terms of the Banks Act, 94 of 1990.

LegitimacyEngaging with stakeholders on governanceWe continually engage with shareholders on ESG and strategic matters. The engagement also enables our board to exercise constructive influence as and when appropriate, and to protect the interests of our minority shareholders.

Nedbank Group’s fifth governance (ESG) roadshow in April 2018 was hosted by Vassi Naidoo (Chairman) and Malcolm Wyman (Lead Independent Director). The overall response from shareholders was that Nedbank Group is highly regarded for its approach to ESG.

Topical discussions with the investment communityOur management meets regularly with the investment community. In addition, we provide shareholders with the opportunity to engage with our Chairman and Lead Independent Director on governance matters during our governance roadshow and other engagements. The following were the main topics discussed during more than 400 investor meetings in 2018:

Main topic Our response and action

Old Mutual managed separation – guidance on the impact, progress and timelines for the managed separation and addressing concerns around a potential share overhang.

Managed separation had no impact on Nedbank’s operations, staff, clients or strategy. We continue to collaborate with Old Mutual Limited in line with the relationship agreement signed in 2018.

Managed separation was successfully concluded with limited impact as the Nedbank share ended the year as the best-performing bank share, up 7,3%. Index classified shareholding increased meaningfully as Nedbank’s weighting in the MSCI Emerging Market and JSE Satrix indices increased significantly. A key benefit for shareholders is improved free float, increasing the daily number of shares traded from 1,1 million prior to unbundling to almost 2 million.

Subsequent to the managed separation, Nedbank concluded an odd-lot offer to reduce the cost burden of managing a large shareholder base. This enjoyed strong shareholder support and resulted in qualifying shareholders receiving cash at a 5% premium to the 10-day VWAP and the benefit of no trading fees.

The impact of political and economic changes – excitement around a SA political and economic turnaround in Q1 2018 were short-lived as the realities of state capture prompted investors to question the impact and timing of better economic outcomes.

The political and economic scenarios for SA provide for more optimistic outcomes (Ramareality and Ramaphoria), with Nedbank well positioned to weather a negative Ramaphobia scenario as discussed on page 43 of the 2018 Nedbank Integrated Report.

An economic recovery will see Nedbank benefit from our wholesale-banking strength and bias (> 60% wholesale advances), while RBB continues to gain clients and focus on initiatives to lower its cost-to-income ratio.

New and increased competition – the impact of new banks being launched in 2019 and some peers being more aggressive around their lending practices.

We welcome competition as it drives continued focus on innovation, client satisfaction and competitive pricing. Nedbank is well positioned to compete, given the significant progress made in IT investments and the launch of various new innovations (see pages 43 and 44 of the 2018 Nedbank Integrated Report for more detail).

Sustainability of ETI turnaround – while investors increasingly acknowledge that ETI has turned the corner, there is still ongoing concerns around sustainability of profit growth and exposure to difficult economies such as Nigeria.

ETI has delivered seven consecutive quarters of profits to 30 September 2018, underpinned by improved governance, delivering on its transactional-banking strategy and an improvement in credit quality.

Key issues we engaged on


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Shareholders’ rightsAll holders of the same class of shares issued by Nedbank Group are treated equitably and all issued shares are ranked equally.

In 2014, with shareholder approval, new preference shares were created to provide flexibility in the nature of financing instruments and sources of funding for the purposes of funding the group’s business activities in general. The new preference shares provide Nedbank Group with the ability to source funds from either the institutional or retail investor market in a long-term, dividend-yielding instrument that is attractive to investors and a source of stable additional funding for the group. To date no preference shares have been issued and the board has no intention of issuing preference shares in the year ahead.

Governance developments in 2018While the board believes the group has achieved a suitably high level of maturity in relation to governance, processes, policies and structures, they are continually reviewed to ensure they align with the group’s strategy and international risk and governance developments.

During the year the group’s governance framework was enhanced with the board’s approval of the Nedbank Group Operating Manual. This followed almost a year of discussions, engagements, input and revisions to arrive at a final version.

The Nedbank Group Operating Manual organises operational, technological, financial, risk management, audit and reporting processes such that the Nedbank board receives the information it requires to effect good governance and management.

SARB Directive 4/2018In compliance with the SARB Directive 4/2018, which relates to the promotion of sound corporate governance, issued by the Prudential Authority on 5 October 2018, refinements to the existing Nedbank Board Continuity Programme were made to include certain requirements of the directive. These related specifically to, among others, the requirement that the chairman of the board and the chairs of all board committees must be independent non-executive directors, as well as stipulations regarding the tenure of independent directors beyond nine years and the maximum number and/or type of boards a non-executive director may serve on. In this regard the board has resolved that a non-executive director should not hold more than five directorships, including that at Nedbank. Regard must be had to the size of the entities of which the director is a boardmember, as well as the type of directorship he or she holds (whether non-executive chair, non-executive, executive, trustee or any board committee position), time

constraints and potential conflicts of interest, which should be balanced against development opportunities related to more board positions.

Given that the Board Chairman is deemed independent with effect from 1 January 2019 following his resignation from the Old Mutual Limited Board, that Malcolm Wyman (the only non-executive director who has reached his nine-year tenure) retires at the conclusion of the Nedbank Group Annual General Meeting on 10 May 2019, and that all chairs of board committees are already independent, the aforesaid requirements are being met by the Nedbank Group board. The updated Nedbank Board Continuity Programme was approved by the DAC on 28 February 2019.

Governance objectives for 2019In terms of the DAC Charter, the DAC is responsible for, among other things, monitoring progress with the implementation and achievement of the board's corporate governance objectives. The DAC-recommended corporate governance objectives for 2019 for the group are:

z The board should set the tone and lead the group ethically and effectively. This means that in their decision making, individual boardmembers should act with independence, inclusivity, competence, diligence, courage and the necessary insight and information.

z The board should provide leadership that delivers ethical outcomes and a vision to the group that will ensure sustainable growth and appropriate corporate citizenship for the benefit of all stakeholders of the group.

z The board should ensure that there is a framework of prudent and effective controls that enables the effective assessment and management of risk and opportunity.

z The board is ultimately responsible and accountable for the performance of the group and should support the group in setting its purpose and achieving its strategic objectives. These responsibilities include:

| having oversight on risks arising from the execution of Nedbank’s business strategies, decision making practices and/or processes, client interaction, product lifecycle relating to product design, targeting, distribution and aftersales services that may be detrimental to Nedbank clients, stakeholders, suppliers and market;

| delegating management of the group to a competent executive management;

| governing technology; | governing information; | governing cybersecurity;

Key issues we engaged on

Main topic Our response and action

Nedbank’s long-term financial outlook – drivers of higher ROEs and lower cost-to-income ratios for SA banks and Nedbank are key to an attractive investment.

We reiterate our commitment to our 2020 target of ROE (excluding goodwill) of ≥ 18% and cost-to-income ratio of ≤ 53%, although the latter has become harder to achieve. This will be driven by ongoing economic recovery, gaining share of revenues and reducing our cost-to-serve and cost optimisation initiatives. Our financial guidance is shown on pages 68 and 69 of the 2018 Nedbank Integrated Report and includes a discussion on external challenges in meeting these.

Mandatory audit firm rotation – concerns around the appointment of KPMG for the 2018 audit.

KPMG, Nedbank and Old Mutual Limited’s common auditor, was retained along with Deloitte to complete the 2018 audit. Shareholders approved KPMG as auditors for 2018 at Nedbank’s 51st AGM, with a 98,4% vote of approval.

Following a comprehensive tender process, Deloitte and EY have been recommended to be appointed as Nedbank’s and Nedbank Group’s new joint external auditors effective 7 and 10 May 2019 respectively. These appointments are subject to shareholder approval at the companies’ AGMs and will commence from the financial year ending 31 December 2019.

Remuneration – ongoing enhancements to the Nedbank remuneration scheme

On the back of continued engagements with our shareholders, both at our January 2018 remuneration roadshow and April 2017/2018 governance roadshows, we made numerous enhancements to our Remuneration Policy, which received 99,3% approval at the 51st Nedbank Group AGM. The enhancements are noted on page 85 of the 2018 Nedbank Integrated Report.


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| ensuring compliance with appropriate legislation (including regulations), supervisory codes and appropriate best practices;

| governing disclosures so that stakeholders can effectively assess the performance of the group;

| safeguarding the interests of the group’s stakeholders; | ensuring fair, responsible and transparent people

practices; | monitoring the geopolitical risk exposures of the group; | considering advances in digitisation, robotics and other

innovations and disruptive technologies from an industrywide perspective; and

| performing oversight of talent, diversity and inclusiveness.

z The board is responsible for the sound corporate governance in the group and the governance and performance of the board. The responsibilities include:

| evaluating the effectiveness and composition of the board and its committees to improve their performance;

| disclosing all outside interests or possible conflicts; | creating governance structures to ensure effective

discharging of responsibilities; and | performing oversight of ethics management, social-

purpose governance (ESG) and the observance of human rights in business.

Refer to the table at the end of this report for the 2018 attendance at board and board committee meetings by directors and professional consultants.

Ethical Culture‘The law is a minimum standard for good conduct; ethical, honest conduct in both the private and public sectors requires adherence to a much higher standard than just abiding by the law. Ethical behaviour is an individual value, and everyone has a personal moral compass and conscience. However, that does not mean it is a complex issue. Ethical behaviour is doing what you know is the right thing, considering that many people are likely to be influenced by your decisions. To determine whether behaviour is ethical you cannot refer to a rulebook or textbook – deep down, irrespective of the various customs or behaviours of communities, human beings intuitively know the right thing to do.’ Mike Brown, Chief Executive

Public- and private-sector scandals and leadership failures continue to increase. Revelations from the Zondo and Nugent commission hearings, along with high-profile corporate failures globally and in SA, are evidence of significant moral degeneration. Corruption, conflicts of interest, crime and lack of accountability have become topics of conversation in the absence of strong ethical role models across many of these organisations. These ills may be among the biggest threats to the future of societies, especially impacting the most vulnerable people in society who are severely impacted by its consequences.

Ethical behaviour, important in all organisations, is underpinned by ethical leadership. The trust in and ethical conduct of leaders enable higher levels of engagement, higher levels of productivity and a culture of ethical business conduct among other employees. These outcomes increase trust among all stakeholders.

Nedbank Group’s ethics philosophyAs emphasised in King IV™, an organisation must fundamentally add value to its stakeholders. These include its clients, suppliers, employees, regulators, the environment and society. To add true value to stakeholders an organisation must have a long-term view and a responsible business philosophy, taking care to create sustainable stakeholder value.

At Nedbank our philosophy is to do business responsibly and ethically. Responsible or ethical business is based on a trust relationship with stakeholders. Trust, which is important in banking, is created by having a sound strategy and business offering, ethical leadership and a commonly accepted and lived set of values, which in turn lead to effective governance, risk and compliance management. These are the building blocks of our reputation, brand and shareholder value.

Our disclosures on ethics and human rights are made in line with the following requirements:

z The Companies Act, 71 of 2008, which requires a company to have a social and ethics committee in place that will review, monitor and report on the state of ethics and human rights in the business.

z Various codes and guidelines, which require disclosures on ethics and human rights, the most important being the following:

| King IV, which is a set of principles that aims to ensure sound corporate governance through principles of transparency, ethical leadership, social responsibility and others. King IV echoes global developments in the conduct risk arena and seeks to address and prevent recent examples of corporate failure.

| The United Nations Global Compact (UNGC), which is a strategic policy initiative for businesses that are committed to aligning their operations and strategies with 10 universally accepted principles in the areas of human rights, labour, the environment and anticorruption. It entails an annual public disclosure requirement in the form of a Communication of Progress report.

| The Dow Jones Sustainability Index and other environmental, social and governance (ESG) indices, which are key reference points in sustainability investing used by investors and companies. Many of these indices require their member companies to make annual disclosures.

The year in reviewIn 2018 the following key initiatives were completed:

z A total review of the Code of Ethics and Conduct as well as the Supplier Code of Ethics and Conduct was completed. The aim was to proactively and more strictly control outside interests and conflicts whenever they arise, as well as enforce strict management and reporting of gifts and entertainment received and given by the business.

z The board and Group Exco re-acknowledged and committed to the Board Ethics Statement, and the statement’s principles were included in board evaluations.

z We increased proactive risk management of suppliers by improving the independent assurance in tender processes. An additional declaration was developed to identify and manage employee conflict-of-interest risks arising from relationships with suppliers. Through supplier training initiatives we engaged with more than 100 suppliers on the topics of governance, compliance, tender practice and due diligence. We increased our robust risk assessment of suppliers and taken appropriate actions where our risk thresholds were breached.

z In line with the Global Compact, of which Nedbank has been a member since 2002, we shared best practices with Business South Africa regularly.

z The group’s remuneration policy was aligned with the ethics philosophy of the bank by Group Human Resources.

z During 2018 The Ethics Institute (TEI) conducted an ethics risk assessment (ERA) in all our subsidiaries as the first step in the process to measure the state of ethics and ethical culture. This process will continue in 2019 when the ERA is conducted in SA as well.

Governance of ethicsThere are various ways in which ethics are governed to minimise the risk to the group and to comply with relevant legislative requirements and codes of best practice. At Nedbank Group the following are in place:

z King IVTM The governance role and responsibilities of the governing body of an organisation include not only corporate governance and related structures and processes, but also the ethical conduct of the organisation. At Nedbank the board assumes ultimate responsibility for the company’s ethics performance. This responsibility is delegated to the Group Transformation, Social and Ethics Committee (GTSEC) and executive management, which are tasked with fulfilling the following mandate:


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| Receive reports and monitor all ethical requirements in terms of the Banks Act, other relevant regulations, the Nedbank Code of Ethics and Conduct (including compliance by directors and staff with the group’s code of ethics) and related policies.

| Review and ensure that all ethics investigations (harassment, sexual harassment, intimidation, victimisation, discrimination, racism, bullying, assault, conflicts and gifts incidents not related to fraud, theft or dishonesty; social media incidents and threatening behaviour) are centrally addressed and reported on by the Group Ethics Office.

| Monitor adherence to ethical standards by employees and other stakeholders through periodic independent assessments.

| Monitor the group’s position towards and performance in terms of human rights issues (including the governance of human rights in business), due diligence, screening, investment and projects.

The Ethics Office reports to the GTSEC twice a year on the state of ethics and human rights in business.

z Ethics Risk Management Framework In line with our purpose to ‘use our financial expertise to do good’ and our People 2020 strategy, a key focus for the group is to develop a unique and innovative culture with ethical behaviour at its core. After extensive stakeholder engagement in 2018, the Nedbank Ethics and Corporate Accountability Framework is being revised as an Ethics Risk Management Framework.

z Ethics Panel The panel deals with material tipoffs regarding unethical conduct and continues its efforts to ensure that independent, objective and fair courses of action are taken.

z Measurement of ethics We use a variety of indicators, surveys and tools to ensure that ethical conduct across our group and its subsidiaries remains at the highest possible standard. TEI conducted an ERA on the African subsidiaries and the central management team in SA. The results were submitted to the executive and plans to address the identified gaps are being developed and implemented. The Ethics Office monitors the implementation of the plans. Preparations are underway to perform a gap analysis of the new Code of Ethics and Conduct and the individual codes of ethics for the subsidiaries. These gaps will be addressed in the alignment of the codes.

z Enabling engagement on ethics A key component of a truly ethical culture is the ability of stakeholders to engage with us regarding their ethics concerns. We have implemented a variety of internal and external mechanisms for reporting actual or suspected unethical or unlawful behaviour and matters related to organisational integrity. These include:

| The Tipoffs Anonymous Hotline, which is available to all our stakeholders for the anonymous reporting of any unethical or unlawful behaviour.

| The Talk to the Ethics Office email address to report any human-rights-related or other unethical behaviour.

| The Nedbank Group Risk Reporting Line, which is also available for all stakeholders to report unethical behaviour.

| The Ethics Office, to which any unethical behaviour or human rights violations can be reported directly.

z Ethics memberships Nedbank Group is a member of or a signatory to the following:

| The UNGC – We have been a member of the UNGC Advisory Committee for SA since 2009. This strategic policy initiative includes businesses committed to aligning their operations and strategies with 10 universally accepted principles in the areas of human rights, labour, the environment and anticorruption. We strive to lead in all four of these areas and our strategy reflects this aspiration. We also submit an annual Communication of Progress report to the UNGC to confirm our continued commitment to these 10 principles.

| TEI – We continue to be active through members of Nedbank’s Ethics Office, who support the institute in numerous activities during the year. During 2018 we also became a corporate sponsor of TEI, again proving our willingness to contribute to a more ethical SA.

| Coalition for Ethical Operations – Its purpose is to engage in activities aimed at promoting ethical business and reducing bribery and corruption across sub-Saharan Africa. Its specific objectives are-

— to share best practices; — to promote training of small and medium

enterprises (SMEs), including company suppliers – Nedbank is a member of the working group developing and implementing training initiatives for SMEs; and

— to engage in occasional and voluntary collaborative action.

Ethics managementEthics management involves the translation of environmental, social and governance requirements into practical and measurable actions by the board, employees, clients and suppliers. The requirements of each stakeholder are set out below.

Board requirements z Board Ethics Statement – One of the beneficial outcomes

of good corporate governance as described by King IV is an ethical culture in the organisation. Ethical and effective leadership should complement and reinforce one another. Therefore, our board members, and those of our subsidiaries, are required to acknowledge and sign the Board Ethics Statement every year. This allows them to demonstrate their continued commitment to the Nedbank Group values and to the ethical conduct we embrace.

Employee requirements z Code of Ethics and Conduct – Being responsible is at the

heart of our approach to business. This commitment is encapsulated in the Nedbank Code of Ethics and Conduct, to which all employees (including contractors and temporary employees) must adhere. The code was extensively reviewed and updated in 2018 to align with risk management and compliance requirements that incorporated learnings from recent corporate scandals. The code is published in English, the Group's internal language of communication and which is spoken and understood by all our staff. In addition, Nedbank takes bribery and corruption seriously and has taken the requirements of the United Kingdom Bribery Act into consideration in the review of its Code of Ethics and Conduct. Aspects covered by the Code of Ethics and Conduct include:

| Safety of employees — Prevention of harassment and discrimination;

physical security; occupational health and safety regulations; and smoking restrictions.

| Training and declaration requirements — Electronic communication, training and

acknowledgements that are compulsory. — Declarations of secrecy, privacy, conflicts of interest,

outside interests, gifts and entertainment. — Intellectual property or studies.

| Organisational requirements — Prohibition of political donations and sponsorships. — Responsible use of social media. — Rules to prevent personal-account and insider

trading. — Stakeholder engagement policy requirements. — Prevention of financial crime, bribery and corruption

and prohibition of facilitation payments. | Principles relating to the treatment of stakeholders

— Our employees, clients, competitors, society, the environment, governments, regulators, supervisors and shareholders.

| Principles relating to market conduct — Fair and reasonable market conduct. — Responsible investing. — Competition law.


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— Risk management relating to the prevention of money laundering, the financing of terrorist and related activities and sanctions.

z Appointment of ethics officers in business clusters – Our 17 established business ethics officers across various clusters are required to complete the Ethics Officer Accreditation Programme through TEI. As a result of increased demands in the business the programme was reviewed in 2018 to ensure that it aligned with changes in strategy and capacity requirements.

z Ethics programme in African subsidiaries – We implemented the full Nedbank Group ethics programme in our African subsidiaries. Business ethics officers have completed the Ethics Officer Accreditation Programme through The Ethics Institute (TEI).

z Promoting ethics among our staff through awareness training – As part of our ongoing efforts to raise awareness of the importance of – and need for – ethical behaviour, we provided awareness training to more than 1 900 staff members across Nedbank in 2018. The trends of unethical behaviour identified during the past three years are included as case studies in awareness training. There has been a notable increase in enquiries to ethics officers and the Ethics Office but a welcomed decrease in incidents by staff. The increase in enquiries is a direct result of the awareness training and the appointment of business ethics officers throughout the group to drive ethical behaviour.

z Acknowledgement of policies – Employees are required to sign an acknowledgement that they have received, read and understood the group’s policies. Our electronic Communication Acknowledgement and Declaration System is integral to the monitoring of our ethics awareness and education efforts among staff members and includes declarations of outside interests and gifts received. These declarations and acknowledgements are monitored by ethics officers; we have a target of 90% completion by all employees. Our targets for 2018 were met and are shown in the graph below.

z Declaration of outside interests – Declarations of outside interests have consistently increased over the past three years: 94% in 2016, 97% in 2017 and 98% in 2018. This is a result of increased awareness training, monitoring of declarations and the reporting of non-compliance. Gifts – Following the introduction of the United Kingdom Bribery Act requirements and recent bribery and corruption scandals involving corporations, we deemed it prudent to report on the measures we put in place to manage the giving and receiving of gifts or gratuities. The gift or gratuity philosophy entails that staff members

understand that receiving gifts is not a benefit or perk of employment, but rather a privilege that can be stopped when abused. There has been an increased focus on the monitoring and reporting of gifts received from and given to suppliers of the bank. The following rules apply in this regard:

| All gifts received or given must be declared. | All gifts with a value of more than R500 must be

authorised by line management before being accepted. | No entertainment or gifts may be accepted during any

tender process. | Receiving cash or gift vouchers is prohibited. | Payments for travelling and/or accommodation as gifts

are prohibited unless approved by the managing executive of that business.

| The staff member concerned must ensure that the value of gifts declared is correct.

z Investigations – Incidents of unethical behaviour received, referred and investigated by the Ethics Office declined in 2018. The reasons for this include strict mandate management in terms of the investigation of incidents and increased awareness around what constitutes unethical behaviour and the consequences thereof.

Year

Number of reports

received

Reports referred to

HR or business

Investigations completed

by the Ethics Office

2017 110 38 722018 55 29 26

All employees who file a report with the Ethics Office do so in good faith and are protected from any retaliation. The ability for employees to report unethical behaviour anonymously is one of the cornerstones of success in the management of misconduct. Attempts to determine the identity of a whistleblower is considered a violation of the Whistleblowing Policy and will result in disciplinary action.

The root causes of the 26 unethical behaviours in 2018 stemmed from either weak interpersonal skills (7) or lack of personal values (19). Weak interpersonal skills entail a lack of respect and dignity in interactions among employees, while lack of personal values relates to the inability of employees to distinguish between what they believe to be their right to do and doing the right thing according to accepted practice at Nedbank. To address these issues, we have increased our focus on people-management training.

5 70

0

5 60

7

7 70

4

4 90

7

1 36

2

2 59

4

Acknowledgements%

0 20 40 60 80 100

Children's Pledge

Conduct of Conduct

Code of Ethics

Declaration of Secrecy

Employee Conduct pledge

Human Rights in Business Policy

Social Media Policy, replaced by the Enterprise Marketing and Brand Policy in 2018

2018 2017 2016


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Client and supplier risk management requirements

z Supplier Code of Ethics and Conduct – This code is aligned with the Code of Ethics and Conduct for employees, supports the protection of human rights across our supply chain and addresses increased risk management requirements in the supply chain. The principles of the Supplier Code of Ethics and Conduct apply to all our suppliers, consultants and contractors, and ensures that Nedbank adheres to the UK Bribery Act and other extraterritorial legislation.

z Independent assurance of high-risk or high-value tenders – Nedbank’s cost-effective, high-quality process resulted in the Ethics Office mechanism performing independent assurance on 10 high-risk or high-value tenders in 2018. A tender declaration was developed to manage conflicts of interest for staff who serve as tender value team members in terms of familial or business relationships and friendships with suppliers. In addition, an employee declaration must be completed by all employees who have family members who are either suppliers or work for suppliers to the bank.

z Promoting ethics among suppliers – We use the Ethics Responsibility Index (ERI) continually to assess ethics, governance and human rights aspects of the suppliers who partner (or seek to partner) with us. In 2018 we assessed more than 80 individual suppliers on ethics management, corporate governance and human rights in business. Awareness training was provided to more than 100 prospective suppliers.

z Promoting ethics among our clients – Offering our business clients, particularly SMEs, relevant support is vital to the sustainability of our business and the creation of a robust and sustainable SA economy. In 2018 we continued with training as part of our client value proposition in our Retail and Business Banking areas. The training was provided to current and prospective clients free of charge and included awareness on due diligence and ethics in tender processes.

z Promoting ethics in SA business – We believe that Nedbank cannot be a successful business if it operates in a failing environment and that, as a responsible corporate citizen, we have a duty to uplift SA business. This is also a requirement of being a member of the UNGC: to share information and best practice with other businesses and stakeholders. In 2018 the Nedbank Ethics Office:

| Presented at these events: — A breakfast on business, children and the

sustainable development goals, with UNICEF. — The Collective Action and Cross-border Workshop,

with the Coalition for Ethical Operations. — The Ethics Practitioners Association working group

meeting on private sector codes of ethics. — An engagement with the Coalition of Ethical

Operations on ethics in supplier due diligence. — An Enterprise room power lunch entitled ‘Ethics and

Compliance for SMEs’. — A colloquium on children’s rights and business

principles, with Save the Children SA. — The Global Compact Network SA Conference on

Human Rights, Business and Young People. | Was interviewed by:

— The Renaissance Network to support the establishment of ethical tender practices in government.

— The Global Business Initiative on Human Rights to help establish international guidelines for human rights in business.

— Ecpact International to help develop a corporate case study in human rights and equity-focused situation analysis (Sitan) of children and women in SA.

| Made contributions as a responsible corporate citizen by: — assisting with the development of the Ethics

Handbook for corporate SA in collaboration with TEI as well as providing supplier training material in the development of an accreditation initiative in

collaboration with TEI and the Coalition of Ethical Operations;

— participating in the UNICEF Water, Sanitation and Hygiene (WASH) project and hosting two sessions for UNICEF; and

— hosting the University of Indiana, Kelley School of Business students on the implementation of human rights in business for the fifth consecutive year.

Commitment to upholding human rights in businessThe adherence to human rights in business principles is driven mainly by sustainability, doing responsible business and following environmental, social and governance initiatives worldwide. Our commitment to human rights translates into the adherence to the following:

z The Dow Jones Sustainability Index as a key reference point in sustainability investing. Members of the index must make annual disclosures to remain listed.

z The UN Universal Declaration of Human Rights. z The following UNGC principles related to human rights:

| Principle 1: Businesses should support and respect the protection of internationally proclaimed human rights.

| Principle 2: Businesses should make sure that they are not complicit in human rights abuses.

In addition, we subscribe to all labour standards and environmental protection and anticorruption principles and have aligned our core values with these. As a member of the UNGC, we disclose our adherence to the principles in the annual Communication of Progress report according to the UN John Ruggie ‘Protect, Respect and Remedy’ Framework and Guiding Principles.

The governance of human rights in business z Human Rights in Business Policy

The Human Rights in Business Policy has been developed as part of the group’s commitment to uphold human rights in business. The policy states that the bank upholds the protection of human rights as enshrined in the SA Constitution and Bill of Rights and also upholds the protection of children against forced labour, modern slavery and child labour.

z Conflict Mineral Statement This policy is a commitment to responsible business. Nedbank Group recognises the human rights impacts on business and the societies in which we operate. We seek to encourage our staff, clients and suppliers to respect human rights as set out by the international standards in the Universal Declaration of Human Rights and the UNGC. Conflict minerals pose a risk to business and we recognise the role we must play to influence our business partners and all key stakeholders in eradicating the impacts of such human rights abuses arising from the mining of conflict minerals. As a group, we believe in taking responsibility by increasing our influence on and creating awareness of the financing of projects involving conflict minerals. We also recognise that human rights influence the financial sector, both directly through the operations we run and indirectly through our business investments and value chain. In addition, the effects of conflict minerals on human rights will pose future risks to our investments. We therefore work directly with our clients and suppliers to mitigate these risks by conducting the appropriate environmental, social, governance and ethics assessments. These requirements are also included in the Ethics Responsibility Index in the assessment of suppliers in tender processes.

z Children’s Rights Pledge The sale of children for sexual purposes remains a scourge across the globe. Child trafficking, child prostitution, child-sex tourism and child pornography are all manifestations of this cruel trade. When children are bought, sold or used for sexual purposes, they are deprived of their rights under the Convention on the Rights of the Child, its Optional Protocol


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on the Sale of Children and the African Charter on the Rights and Welfare of the Child. We have pledged our support to the efforts to stop this trade in children’s bodies within our sphere of influence. Requirements that give effect to this commitment are also included in the Ethics Responsibility Index in the assessment of suppliers in tender processes.

z Employee requirements All human-rights-related policy requirements are addressed with line managers in the Managers’ Toolkit training sessions. These policies include the Human Rights in Business Policy, the Conflict Mineral Statement and the Children’s Rights Pledge. Awareness training is included in the Managers’ Toolkit training. Campaigns during 2018 focused on creating awareness of human rights policies through the acknowledgement of these policies as well as awareness creation regarding the different types of harassment and how it must be reported and addressed.

z Client and supplier risk management requirements A commitment to ongoing screening for the violation of human rights is integral to all our operations and relations with our stakeholders. This risk is managed in the following ways:

| Our risk and sustainability teams adhere to the Equator Principles and use the data generated by our Social and Environmental Management System to monitor the protection of human rights.

| The Ethics Office has developed an Ethics Responsibility Index that is used in all high-risk or high-value tender processes. The index has a detailed section on human rights as a component of our business partnership requirements.

| We conduct human rights training with various vendors and suppliers at our annual Vendor Indabas, as well as during tender processes and business training.

| Our Supplier Code of Ethics and Conduct, which includes a commitment to ethical behaviour that protects human rights, forms part of the contract our vendors and suppliers sign with us.

External stakeholdersIn line with the stakeholder management requirements in King IV, we ensure that we build and maintain relationships impacting the achievement of our objectives. During the past year we interacted with and contributed to the following stakeholder organisations:

z Coalition for Ethical Operations z Corporate Responsibility to Eliminate the Sale of Children z Ethics Practitioners Association z Global Child Forum z TEI z UNGC z UN Children’s Fund


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2018 Attendance at board and board committee meetings by directors and professional consultants

Nedbank Group

Limited Board

Nedbank Limited

Board

Nedbank Group

Directors' Affairs

Committee

Nedbank Group

Remuneration Committee

Nedbank Group


prescheduled

Nedbank Group


ad hoc/short notice

Nedbank Group Audit Committee


prescheduled


ad hoc/ short notice

Nedbank Group IT

Committee

Nedbank Group IT

Committee prescheduled

Nedbank Group IT

Committee ad hoc/

short notice

Nedbank Group Credit

Committee

Large Exposure Approval

Committee

Nedbank Group Risk

and Capital Management

Committee

Nedbank Group

Transformation, Social & Ethics

Committee

Nedbank Group


Committee prescheduled

Nedbank Group


Committee ad hoc/

short notice

Nedbank Group

Related Party

Transactions Committee Total % total

Number of meetings 8 7 4 8 5 3 11* 6 5 5 4 1 10 6 5 4 3 1 4DirectorsHubert Brody 8/8 7/7 1/2 8/8 5/5 3/3 9/11 5/6 4/5 8/10 2/6 43/52 83Mike Brown 8/8 7/7 10/10 5/6*** 5/5 35/36 97Brian Dames 8/8 7/7 4/5 4/4 0/1 10/10 5/6 3/3 37/39 95Neo Dongwana 7/8 6/7 6/8 4/5 2/3 7/11 5/6 2/5 4/5 2/2 32/41 78Ian Gladman 6/6 5/5 7/8 3/5 3/4 24/28 86Bruce Hemphill 4/4 3/3 2/2 3/3 3/3 0/0 12/12 100Errol Kruger 8/8 7/7 4/4 6/6 3/3 3/3 10/10 6/6 5/5 46/46 100Rob Leith 6/6 5/5 7/8 3/5 3/4 24/28 86Mpho Makwana 7/8 6/7 3/4 6/8 4/5 2/3 5/5 3/3 2/2 5/5 4/4 1/1 2/3 4/4 3/3 1/1 3/4 41/48 85Linda Makalima 7/8 6/7 9/10 5/6 3/3 4/4 3/3 1/1 34/38 89Mantsika Matooane 8/8 7/7 4/4 5/5 4/4 1/1 24/24 100Nomavuso Mnxasana 2/2 2/2 1/2 2/3 2/3 0/0 4/5 2/3 2/2 2/2 1/1 1/1 0/0 14/17 82Raisibe Morathi 8/8 7/7 8/10 4/6*** 27/31 87Peter Moyo 3/4 3/4 2/2 3/5 1/2 2/3 1/3 12/18 66Vassi Naidoo 8/8 7/7 4/4 19/19 100Joel Netshitenzhe 8/8 6/7 5/5 4/4 1/1 5/5 4/4 28/29 97Mfundo Nkuhlu 8/8 7/7 9/10 24/25 96Stanley Subramoney 8/8 7/7 4/4 11/11 6/6 5/5 10/10 5/6 4/4 3/3 1/1 3/4 52/54 96Malcolm Wyman 8/8 7/7 4/4 8/8 5/5 3/3 4/4 31/31 100Brendan Olivier** 7/7 5/5 2/2

Total 130/134 112/117 29/32 36/43 42/49 19/20 92/101 40/54 32/37 13/13 14/16 559/616

No. % 97 96 91 84 86 95 91 74 86 100 88 91

* Includes annual meeting with SARB.** Professional Consultant to Group Remuneration Committee from Vasdex Associates.*** The CE and CFO were unable to attend the meeting but they provided input prior to the meeting.

Dates of appointments to, and resignations from, the Nedbank and Nedbank Group Boards and Board Committees that were effected during 2018 are provided on page 94 of the 2018 Nedbank Group Integrated Report.


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Nedbank is proud to have won The Banker magazine’s 2018 fintech partnership award for our ‘Satellite and drone imagery analytics experimentation’. Together with Aerobotics (Pty) Ltd, a disruptive technology company that builds advanced analytics on top of aerial drone and satellite imagery, we deliver precision farming tools for our agricultural clients.

Fintech partnership of the year


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Documents

Creating value by using our financial expertise to do good...responsibility for the performance and affairs of the company and ensures that the group adheres to high standards of ethical