The governing body ensures that arrangements for delegation to committees and individuals within its own structures promote the objective and effective discharge of its obligations.

Exception declaration

All the recommended practices in support of Principle 6 have been implemented.

Specific disclosures

(a) Disclosures in relation to the governing body's delegation to individuals and committees:

1. Whether the governing body is satisfied that its delegation to committees and individuals within its own structures promotes the objective and effective discharge of its governance obligations.
   
   The board is satisfied that its delegation to board committees and individuals within its own structures promotes the objective and effective discharge of its governance obligations. The Nedbank Group board is supported by 10 board committees, each with clearly defined mandates and decision‑making powers.
   
   For more information on the mandates and work of each board committee in 2025 as we well as their focus areas for 2026 and beyond, please refer to the ‘Governance Review’ chapter of our 2025 Governance Report.

(b) Disclosures in relation to each committee of the governing body:

1. The committee's overall role and associated responsibilities and functions.
   
   The overall roles and associated responsibilities and functions of each board committee are disclosed in the 'Governance Review' chapter of our 2025 Governance Report. The charters of each board committee are also available on our website.
   
   


2. The committee's composition, including the qualifications and experience of committee members who are not also members of the governing body.
   
   The composition of each board committee is disclosed in the 'Governance Review' chapter of our 2025 Governance Report. In terms of the relevant regulations and their charters, the membership of the Large-exposures Approval Committee (LEAC) and the Group Model Risk Oversight Committee (GMROC) also include Group Exco members (who are not boardmembers). Their qualifications and experience are disclosed on our website here. The membership of LEAC must also include the Chief Credit Officer, who is not a boardmember.
   
   For more information, please refer to the 'Governance Review' chapter of the 2025 Governance Report.
   
   


3. Any external advisers or invitees who regularly attend committee meetings.
   
   A representative from Vasdex Associates attended certain Group Remco meetings in 2025 as a professional consultant to Group Remco. The external auditors regularly attend certain board committee meetings by invitation.
   
   


4. The number of committee meetings held during the reporting period and attendance at those meetings.
   
   Overall attendance at board committee meetings was high, with all board committees having an average attendance of 87% or higher. This is above the minimum attendance level of 75% in terms of Nedbank's Policy on Nomination and Appointment of Directors.
   
   The table below sets out the number of meetings and attendance for board committee meetings in 2025:
   
   

   	No of meetings	Attendance %
   Group Audit Committee (GAC)	7	97%
   Group Credit Committee (GCC)	6	93%
   Group Directors' Affairs Committee (Group DAC)	5	95%
   Group Information Technology Committee (GITCO)	6	96%
   Group Model Risk Oversight Committee (GMROC)	3	100%
   Group Remuneration Committee (Group Remco)	6	96%
   Group Risk and Capital Management Committee (GRCMC)	5	100%
   Group Sustainability and Climate Resilience Committee (GSCRC)	5	96%
   Group Transformation, Social and Ethics Committee (GTSEC)	3	100%
   Large-exposures Approval Committee (LEAC)	6	87%

   
   Please refer to the 'Governance Review' chapter of our 2025 Governance Report for a full register of all board committee meeting attendance during 2025. Please also refer to Principle 1 for board attendance.
   
   
   
5. Key areas of focus during the reporting period and planned areas for future focus.
   
   The key focus areas during 2025 and planned areas for future focus of each board committee are disclosed in the Governance Review chapter of our 2025 Governance Report.
   
   


6. Whether each committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference.
   
   Each board committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference. This is supported by the results of the 2025 independent board evaluations conducted by IoDSA which found that board committees are performing at an excellent level.
   
   For more information, please refer to the section with the heading 'Board and committee evaluations' in the 'Governance Review' chapter of our 2025 Governance Report. In addition, each board committee has an annual workplan that is managed by the board committee chair with support from the relevant executives.

(c) Disclosures in relation to the audit committee:

1. Whether the audit committee is satisfied that arrangements for combined assurance are effective.
   
   Nedbank runs a coordinated assurance programme that is managed by the Group Chief Risk Officer (CRO). The Group CRO presents to GAC the coordinated assurance plan and key priorities, as well as key findings arising from the Coordinated Assurance Forum.
   
   


2. Whether the audit committee is satisfied that the external auditor is independent of the organisation and has delivered audit quality.
   
   Annually, GAC reviews the quality of the audit and the performance of the joint external auditors through interviews and surveys conducted by Group Internal Audit (GIA) on their behalf. The chairperson of GAC meets with external auditors and the firm's leadership teams separately between audit committee meetings to discuss audit quality.
   
   GAC considers audit independence quality, receiving detailed reporting from the joint external auditors. In addition, GAC has, through the External Audit Services Policy, set a cap of 25% of fees paid by Nedbank to the joint external auditors from work other than the statutory audit. This work is mostly audit-related work (e.g. regulatory audits), with consulting work expected to be rare and requiring audit committee approval.
   
   


3. Significant matters that the audit committee has considered in relation to the annual financial statements and how these were addressed by the committee.
   
   Significant matters that GAC considered are detailed in papers from the Group CFO, Group CRO, and Chief Internal Auditor. The secretary keeps detailed minutes, noting the discussions and consideration of these matters.
   
   


4. Whether the audit committee is satisfied that the Chief Audit Executive (CAE) and the internal audit function are independent of the organisation and have delivered assurance in accordance with an authoritative internal audit standard.
   
   GAC undertakes full external quality assurance review of the internal audit function every 3 years. The chairperson of GAC has regular engagements with the CAE and the leadership of Internal Audit.
   
   


5. Whether the audit committee is satisfied that the CFO and the finance function are effective.
   
   The cluster CFOs join quarterly GAC meetings to present their results and significant matters. Annually, the Finance Forum, chaired by the Group CFO, performs a self-assessment of the skills and expertise of the finance function. This assessment is then presented to GAC for their review and input in a closed session.
   
   


6. Whether the audit committee is satisfied that the design and implementation of internal financial controls are effective, and that significant weaknesses in internal financial controls that resulted in significant financial loss, fraud, corruption or error have been effectively addressed.
   
   GAC has satisfied itself as to the design and implementation of internal financial controls through:
   
   
   • Group Finance's semiannual report on the monitoring of internal financial controls and the JSE controls attestation process;
   • quarterly reports from internal audits completed and Internal Audit's view on the maturity of each cluster's control environment;
   • quarterly review of the Group Key Issue Control Log; and
   • a semiannual report on the internal control environment by the Group CRO.

    

    

(d) Disclosures in relation to the remuneration committee:

1. Disclosures in accordance with relevant legal requirements:
   
   
   • Please refer our 2025 Remuneration Report for disclosures (in accordance with legal requirements) which pertain to Group Remco.
   
   
   • Please refer to Principle 11 for additional disclosures pertaining to Group Remco.

    

    

(e) Disclosures in relation to the social and ethics committee:

1. Disclosures in accordance with relevant legal requirements:
   
   
   • Please refer to our 2025 Society Report for disclosures (in accordance with legal requirements) which pertain to GTSEC.
   
   
   • Please refer to Principle 2 and Principle 13 for additional disclosures pertaining to GTSEC.