Board Composition

Directors' Profiles

Board Governance

Board Composition

The Guild Group has 10 wholly owned subsidiaries and a majority interest in another subsidiary, each of which has its own Board of Directors. Five of the entities (Guild Group Holdings Limited, Guild Financial Services Limited, Guild Capital Asset Management Limited, Guild Group Investments Limited, and National Pharmacy Building Pty. Limited) have an identical Board structure, whilst the remaining entities (Guild Insurance Limited, Guild Legal Limited, Guild Trustee Services Pty. Limited (formerly Investment Nominess of Australia Pty. Limited), Guild Accountants Pty Limited and SBP Financial Services Pty Limited) have differing Board structures, in response to their specific regulatory, licensing or strategic needs.

The structure and composition of the Guild Boards are:

 Within this context, the following definition of 'independence' is utilised:

1. a non-executive director (i.e. is not a member of management) and:
2. a director who:

• is not a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company
• within the last three years has not been employed in an executive capacity by the company or another group member, or been a director after ceasing to hold any such employment
• within the last three years has not been a principal of a material professional adviser or a material consultant to the company or another group member, or an employee materially associated with the service provided
• is not a material supplier or customer of the company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer
• has no material contractual relationship with the company or another group member other than as a director of the company
• has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company
• is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company.

All Directors to the holding company Board and those of the principal subsidiaries are appointed by the Group's ultimate holding entity, The Pharmacy Guild of Australia. Appointments are not for fixed terms.

Directors' Profiles

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A brief summary of the qualifications and experience of the current Directors follows:

Harry Denis Zafer (Non-Executive Chairman)
PhC, MPS, MRSH, AFAIPM, FAICD, MR Pharms
Practising pharmacist for over 40 years, President of the Western Australian Branch and National Councillor of The Pharmacy Guild of Australia. Mr. Zafer is Chairman of the Boards of Guild Group Holdings Limited, Guild Financial Services Limited, Guild Capital Asset Management Limited, Guild Group Investments Limited, Guild Trustee Services Pty. Limited, and National Pharmacy Building Pty. Ltd. He is also a Member of the Guild Group and GIL Audit & Compliance Committees, the GuildGrape and GCAM Compliance Committees, and Chair of the Remuneration & Nominations Committee.

Silas Bell Banks (Non-Executive Director & Deputy Chairman)
PhC, FAICD
Practising pharmacist for 40 years; President of NSW Branch and National Councillor of The Pharmacy Guild of Australia. Mr. Banks is a Member of the GIL Reinsurance Committee and the Remuneration & Nominations Committee.

Paul R. Baker LLB (Senior Solicitor Director - Guild Legal Limited)
Practising lawyer of almost 20 years in the areas of insurance, commercial and administrative law. Former senior litigation partner of Ebsworth & Ebsworth, lawyers and former legal member of Consumer Medicines Information Commonwealth Task Force and South Eastern Sydney Area Health Service.

Bruce L. Bailey (Managing Director - Guild Accountants Pty Limited and Director - SBP Financial Services Pty Limited)
Practising Chartered Accountant, registered tax agent, and company auditor. He was a partner in Saccasan Bailey Partners prior to the acquisition of the partnership and its accounting, tax and audit businesses by Guild Group in December 2006, and continues to head those practices having assumed the role of executive Director for the incorporated practice entities.

John Michael Barrington (Non-Executive Director)
LLB.B.Com (Melb) FAICD
A member of the law firm Purcell Lawyers, with over 30 years in practice specialising in insurance law, Superannuation, Banking and Finance. Formerly Chief Executive of CUNA Mutual Ltd and Mutual Community Limited. Chairman of Albert Court retirement hostel Edgecliff Sydney. Mr. Barrington is a Member of the Guild Group and GIL Investment Committees, the GIL Reinsurance Committee, the GuildGrape and GCAM Compliance Committees.

Samuel M. Horskins (Director - Guild Legal Limited, Guild Accountants Pty Limited, SBP Financial Services Pty Limited and Guild Commercial Finance Pty. Limited)
BCom, CA

Gareth Kay (Director - Guild Commercial Finance Pty. Limited)
.

Victor W. Laurence (Non-Executive Director, Guild Trustee Services Pty. Limited)
Mr. Laurence is a Director of Guild Trustee Services Pty. Limited, and held the position of Chairman to that Board prior to the acquisition of INOA (Guild Trustee Services) by Guild Group in August 2006. He has a long history of service to the Australian child-care sector, both as a child-care centre owner and at an association level. He is also a former registered real estate agent.

Mario J. Pirone (Group Managing Director and Chairman - Guild Legal Limited, Guild Accountants Pty Limited, SBP Financial Services Pty Limited and Guild Commercial Finance Pty. Limited)
Mario holds a Bachelor of Business Degree and a Graduate Diploma of Business from the Macquarie University in Sydney. He has participated in the Advanced Management Program at Harvard Business School and is a Fellow of the CPA. He has extensive experience as a senior executive and Director in general insurance, funds management and financial services organisations, including being Group Executive – Asset Management of IAG Asset Management (2002-2004) and Chief Executive Officer of CGU Insurance (2004-2008). He joined the Guild Group as Managing Director in October 2009.

Peter J. Saccasan (Director - Guild Accountants Pty Limited and SBP Financial Services Pty Limited)
Practising Chartered Accountant, registered tax agent, and company auditor. He was a partner in Saccasan Bailey Partners prior to the acquisition of the partnership and its accounting, tax and audit businesses by Guild Group in December 2006, and continues to head those practices having assumed the role of executive Director for the incorporated practice entities.

Dipak Sanghvi (Non-Executive Director)
B.Sc Pharmacy (UK), FACPPM, FAICD
Mr. Sanghvi joined the Guild Group Boards on 1st April 2009. He is a National Councillor and National Vice President of The Pharmacy Guild of Australia, and Branch President and a Committee Member of the Victorian Branch of the PGA, holding Chair and member positions to various Committees. He holds a number of positions with other organisations, including: Chair of ASX listed IM Medical Limited, Chair of the Return of Unwanted Medicines Project, Chair of Gold Cross Products and Services Pty. Ltd., a Board Member of the Australian Chamber of Commerce and Industry, a Member of the Pharmaceutical Society of Australia (Victorian Branch) Ltd, the National Small Business Forum and the Small Business Coalition. He is a long-standing practising pharmacist, having ownership interests in a number of Victorian community pharmacies.

Peter James Simpson (Managing Director - Guild Trustee Services Pty. Limited, Director - Guild Commercial Finance Pty Limited)
B.A (Monash) DFP CFP FAICD
General Manager of Guild Financial Services Limited since 2000 following senior management roles and Directorships with National Mutual Group covering distribution, product development, marketing and client service for investment and superannuation products. Former Board member Australian Retirement Incomes Streams Association. Prior to National Mutual he held senior HR roles with Ford (Australia). Mr. Simpson was appointed to the GTS (formerly INOA) Board in August 2006.

Stephen Somogyi (Non-Executive Director)
MSc (Melb), SM (MIT), FIA
Steve joined the Guild Group Boards on 1 June 2008. He is Vice President Resources and Chief Operating Officer of RMIT University and was previously a Member of the Australian Prudential Regulation Authority. He has had extensive experience in the financial services and health care industries, including 27 years with National Mutual. He holds Masters of Science from both the University of Melbourne and the Massachusetts Institute of Technology. He is a Fellow of both the Institute of Actuaries (UK) and the Institute of Actuaries of Australia, and is a Member of the Institute of Company Directors. He is a Member of the Safety, Rehabilitation and Compensation Commission and a Director of ING Australia Limited, VERNet Pty Ltd and the RMIT Foundation.

George Venardos (Non-Executive Director)
BCom, FCA, FCIS, FTIA, FAICD
Mr. Venardos joined the Guild Group Board in January 2009 and has over 30 years experience in the insurance and financial services sector. His most recent role, which he held for 10 years before retiring in August 2008, was as Group Chief Financial Officer of Insurance Australia Group. He is a past Chairman of the Insurance Council of Australia, Finance and Accounting Committee, held senior positions and directorships with the Legal & General Group and worked with Price Waterhouse in a range of audit and taxation roles. George is also a Non Executive Director on the Board of Australian Wealth Management Ltd (AUW.ASX) and Bluglass Ltd (BLG.ASX).

Alice Joan Williams (Non-Executive Director)
B. Comm, FCPA, FAICD, CFA, ISFA
Ms. Williams joined the Board in September 2006, following twenty years of senior management and Board level experience in investment banking, corporate and government sectors. She is a Director of Airservices Australia and State Trustees Limited, a Commissioner to the Victorian Competition & Efficiency Commission, and a Council Member of Cancer Council of Victoria. Ms. Williams is a Member of the Guild Group and GIL Audit & Compliance Committees, and Chair of the Guild Group and GIL Investment Committees.

Board Governance

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The Guild Group and its Boards have a strong record of achieving best practice corporate governance principles, notwithstanding that as a Group which is predominately made up of non-listed public companies and which includes two private companies they are not in many instances legally required to do so. Guild Insurance Limited (GIL) and Guild Financial Services Limited (GFSL), being APRA regulated entities, are by means of this regulatory regime required to meet in many regards the requirements of the ASX Corporate Governance Council ("Principles of Good Corporate Governance and Best Practice Recommendations"), and the Group as a matter of benchmarking and good governance generally seeks to ascribe to these higher governance standards in the interests of consistency throughout the Group.

The Guild Group Boards and Directors share the Group's dedication to customer service, continuous improvement, the Group's business model and the 'Guild Way', and particularly its commitment to strong, long term partnerships and business relationships and a values-driven approach to business and customer service. The Board also has a strong commitment to performance monitoring and assessment, both of the Board and of individual Directors, and has extensively revised its processes and focus in this regard.

Just as the Guild Group has the vision of being, simply, a 'truly great company' the Guild Group Boards and the Directors have a vision of being a 'truly great board' and therefore a fitting partner to the highly valued and committed personnel of the Guild Group. The passion of the Guild Group personnel towards the 'Guild Way' and enthusiastic growth is shared by the Directors.

The Guild Group Boards, either on a group or individual basis, have a Directors' Charter, which covers matters such as the composition of the Board, selection and appointment of Directors, fit and proper requirements, conflicts of interest, and training and development. In addition, and as required by regulatory or licensing requirements, the following policies/plans have been adopted:

The Boards determine their schedule of Board Meetings in advance of each calendar year, and the principal Boards currently meet 7 times per annum but retain the ability to meet between these scheduled meetings should and as the need to do so arises. The Board has in recent years instigated the practice of meeting independently of Guild Group management and outside Board Meetings, and has used such meetings for inter alia Board development and strategic planning discussions. Extensive Board papers are circulated to all Directors prior to these Meetings, and also in the months in which Board Meetings are not scheduled. These papers report on and include the monthly and year to date financial, operational and strategic performance of all Guild Group entities compared with budget. The Directors retain a standing ability to seek further or specific information on any issue or matter.

The practice of the Guild Group is that the Chairman and the Managing Director be separate persons.

The Boards have a policy and practice of enabling Directors (as both Board and Committee Members) to seek independent professional advice for Board or Committee related matters at the Guild Group's expense, subject to this use and the estimated costs being approved in advance by the Chairman.

The following Board Committees have been established to assist in the execution of the Boards' responsibilities. Membership of the Committees is confined to Directors: though various and appropriate members of the Guild Group Leadership Team and professional advisors have a standing right to attend and speak to Committee Meetings.

• Guild Group and GIL Audit & Compliance Committees
• Guild Group and GIL Investments Committee
• GIL Reinsurance Committee
• Guild Group Remuneration & Nominations Committee
• GFSL & GCAM Compliance Committees

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