IAG_Notice of Meeting 2015_3 - page 9

EXPLANATORY NOTES
ASX Listing Rule 14.5 requires that the Company
holds an election of Directors each year. The
Constitution requires one third of eligible
Directors to retire from office at each AGM.
Who is standing for re-election?
Alison Deans and Raymond Lim retire by rotation in accordance with
the Company’s Constitution and offer themselves for re-election.
Resolution 3
Alison Deans
BA, MBA, GAICD
Alison was appointed as a Director
of IAG in February 2013. She is a
member of IAG’s Audit Committee
and Risk Committee.
Other business and market experience
Alison was formerly CEO of netus, a
technology-based investment company
focused on building consumer web
businesses in Australia and acquired by
Fairfax in 2012. She has over 20 years’
experience in general management
and strategy consulting roles focused
on e-business and media/entertainment
in Australia.
She was appointed as a director of
Westpac Banking Corporation Limited in
April 2014, of Kikki-K in October 2014
and of Cochlear Limited in January 2015.
Alison has also held Chief Executive
roles at eBay Australia and New Zealand,
eCorp and Hoyts Cinemas.
She is a recipient of the Centenary Medal
for services to the business community.
Directorships of other listed companies
held in the past three years:
Westpac Banking Corporation Limited,
since 1 April 2014.
Cochlear Limited, since January 2015.
What do the Directors Recommend?
The Directors (other than Alison Deans)
recommend that you vote “For”
the Resolution.
Resolution 4
Raymond Lim
BEcon, BA, LLM
Raymond was appointed as a
Director of IAG in February 2013.
He is a member of IAG’s People and
Remuneration Committee.
Other business and market experience
Raymond is chairman of APS Asset
Management and senior advisor to the
Swire Group. He also serves on several
boards including the GIC Pte Ltd, Hong
Leong Finance and Raffles Medical Group.
He is an adjunct professor at the Lee
Kuan School of Public Policy, National
University of Singapore and the Nanyang
Centre for Public Administration, Nanyang
Technological University, Singapore.
Raymond is a former Cabinet minister in
the Singapore Government (2001 – 2011).
Prior to that he held various senior
positions in the financial industry
including as a managing director of
Temasek Holdings, chief executive officer
of DBS Vickers Securities and chief
economist of ABN AMRO Asia Securities.
He is a Rhodes Scholar and has degrees in
economics and law from the universities
of Adelaide, Oxford and Cambridge.
Directorships of other listed companies
held in the past three years:
Dart Energy Limited, (2012 to 2013).
What do the Directors Recommend?
The Directors (other than Raymond Lim)
recommend that you vote “For”
the Resolution.
ASX Listing Rule 14.4
and the Constitution
require Directors
appointed since the last
AGM to stand for election
at the following AGM.
Who is standing for election?
Resolution 5
Elizabeth Bryan
BA (Econ), MA (Econ)
Elizabeth Bryan was appointed as a
Director of IAG in December 2014 and
as Deputy Chairman in June 2015.
Other business and market experience
Elizabeth is Chairman of Caltex Australia
Limited; Chairman of Virgin Australia
Limited; a director of Westpac Banking
Corporation Limited and President of
YWCA NSW.
She was previously the Chairman of
UniSuper Limited, where she served as a
director from January 2002 to June 2011.
Elizabeth has extensive experience in
the financial services industry, and on
the boards of companies and statutory
organisations. Her executive career has
included senior roles with a variety of
financial institutions, including eight
years as the Chief Executive of Deutsche
Asset Management and its predecessor
organisation, NSW State Superannuation
Investment and Management Corporation.
Directorships of other listed companies
held in the past three years:
Virgin Australia Holdings Limited,
since 2015.
Westpac Banking Corporation Limited,
since 2006.
Caltex Australia Limited, since 2002.
What do the Directors Recommend?
The Directors (other than Elizabeth Bryan)
recommend that you vote “For”
the Resolution.
ELECTION OF
DIRECTORS
9
IAG NOTICE OF MEETING 2015
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