AMP Ltd.
Annual Report 2021

Plain-text annual report

2021 Annual report For the investor in all of us CONTENTS CONTENTS OVERVIEW BUSINESS REVIEW DIRECTORS’ REPORT BUSINESS REVIEW 10 10 Our strategy Our strategy 12 12 Group financial performance Group financial performance 16 16 Business review Business review 20 20 Sustainability overview Sustainability overview DIRECTORS’ REPORT 22 Board of directors 26 Management team 22 Board of directors 30 Directors’ report 26 Management team 42 Remuneration report 30 Directors’ report 42 Remuneration report FINANCIAL REPORT FINANCIAL REPORT 72 Financial statements 78 72 Financial statements Notes to the financial statements 78 Notes to the financial 155 Directors’ declaration statements 156 Independent auditor’s report 155 Directors’ declaration 156 Independent auditor’s report ADDITIONAL INFORMATION ADDITIONAL INFORMATION 162 Securityholder information 165 Glossary 162 Securityholder information 165 Glossary OVERVIEW 02 02 2021 Highlights 2021 Highlights 04 04 Chair message Chair message 06 06 CEO message CEO message 08 08 For the investor in all of us For the investor in all of us About this report We take our reporting obligations seriously and we provide concise and up-to-date About this report information about your company at amp.com.au/shares. We take our reporting obligations seriously and we provide concise and up-to-date AMP’s board-approved Corporate Governance Statement, dated 8 March 2022, information about your company at amp.com.au/shares. is available on our website at amp.com.au/corporategovernance. AMP’s board-approved Corporate Governance Statement, dated 8 March 2022, The Directors’ report, Financial report and the Independent Auditor’s report is available on our website at amp.com.au/corporategovernance. are dated and current as at 10 February 2022. The Directors’ report, Financial report and the Independent Auditor’s report Unless otherwise specified, all amounts are in Australian dollars. are dated and current as at 10 February 2022. AMP Limited ABN 49 079 354 519. Authorised for release by the AMP Limited Board. Unless otherwise specified, all amounts are in Australian dollars. AMP Limited ABN 49 079 354 519. Authorised for release by the AMP Limited Board. This is an interactive PDF designed to enhance your experience. The best way to view this report is with Adobe Reader. Click on the links on the contents pages or use the home button in the footer to navigate the report. Acknowledgement of Country AMP acknowledges all First Nations Peoples across Australia. Acknowledgement of Country We recognise the Traditional AMP acknowledges all First Custodians of the land and value Nations Peoples across Australia. the connection to Country, We recognise the Traditional waterways and sky. Custodians of the land and value We pay our respects to the Elders the connection to Country, for their resilience, courage waterways and sky. and wisdom; for ensuring the We pay our respects to the Elders survival of this country’s rich for their resilience, courage culture and heritage. and wisdom; for ensuring the Our hope for the future is to survival of this country’s rich unite as one people, to listen culture and heritage. and learn from each other Our hope for the future is to with respect and walk the path unite as one people, to listen to reconciliation together. and learn from each other with respect and walk the path to reconciliation together. CONTENTS OVERVIEW BUSINESS REVIEW DIRECTORS’ REPORT 02 2021 Highlights Our strategy 10 12 16 Group financial performance Business review 20 Sustainability overview Chair message CEO message 04 06 08 For the investor in all of us About this report We take our reporting obligations seriously and we provide concise and up-to-date information about your company at amp.com.au/shares. AMP’s board-approved Corporate Governance Statement, dated 8 March 2022, is available on our website at amp.com.au/corporategovernance. The Directors’ report, Financial report and the Independent Auditor’s report are dated and current as at 10 February 2022. Unless otherwise specified, all amounts are in Australian dollars. AMP Limited ABN 49 079 354 519. Authorised for release by the AMP Limited Board. 22 Board of directors 26 Management team 30 Directors’ report 42 Remuneration report FINANCIAL REPORT 72 Financial statements 78 Notes to the financial statements 155 Directors’ declaration 156 Independent auditor’s report ADDITIONAL INFORMATION 162 Securityholder information 165 Glossary Acknowledgement of Country AMP acknowledges all First Nations Peoples across Australia. We recognise the Traditional Custodians of the land and value the connection to Country, waterways and sky. We pay our respects to the Elders for their resilience, courage and wisdom; for ensuring the survival of this country’s rich culture and heritage. Our hope for the future is to unite as one people, to listen and learn from each other with respect and walk the path to reconciliation together. 1 A M P 2 0 2 1 A n n u a l r e p o r t We are transforming AMP, building on its heritage of supporting Australians for more than 170 years, to meet the needs of customers today and in the future. We have built good momentum in our strategy to become a simpler, purpose-led business. 2 2021 HIGHLIGHTS AMP’s 2021 annual report summarises our activities and performance for the financial year ended 31 December 2021. It provides a snapshot of our strategy and our operations across all areas of our business.  This report forms part of our annual reporting suite, which brings together our financial, non-financial and sustainability reports for the year. These reports and our corporate governance statement are available to download on our website corporate.amp.com.au/shareholder-centre/results-reporting/reports. FINANCIAL PERFORMANCE BUSINESS PROGRESS Net profit after tax (NPAT) (underlying) Total assets under management (AUM) and administration $356m $248b Simplified portfolio including operational separation of AMP Capital’s Private Markets business (Collimate Capital) Surplus capital above target requirements Growth in bank deposits $383m as at 31 December 2021 ↑10% Gross cost reductions (excluding AMP Capital) $140m Increase in platform cashflows from external financial advisers ↑18% Strategies in place for AMP and Collimate Capital to reposition both for growth opportunities and efficiencies Purpose and values work underway to become purpose-led, delivering for our customers, shareholders and employees 2 2021 HIGHLIGHTS AMP’s 2021 annual report summarises our activities and performance for the financial year ended 31 December 2021. It provides a snapshot of our strategy and our operations across all areas of our business.  This report forms part of our annual reporting suite, which brings together our financial, non-financial and sustainability reports for the year. These reports and our corporate governance statement are available to download on our website corporate.amp.com.au/shareholder-centre/results-reporting/reports. FINANCIAL PERFORMANCE BUSINESS PROGRESS Net profit after tax (NPAT) Total assets under management Simplified portfolio (underlying) (AUM) and administration $356m $248b Surplus capital above target Growth in bank deposits requirements $383m as at 31 December 2021 ↑10% Gross cost reductions (excluding AMP Capital) $140m Increase in platform cashflows from external financial advisers ↑18% including operational separation of AMP Capital’s Private Markets business (Collimate Capital) Strategies in place for AMP and Collimate Capital to reposition both for growth opportunities and efficiencies Purpose and values work underway to become purpose-led, delivering for our customers, shareholders and employees CUSTOMERS PEOPLE AND PARTNERS COMMUNITIES AND ENVIRONMENT $1.9b PENSION PAYMENTS for Australian customers in retirement +27NPS Positive Net Promoter Score for Australian customers (stable vs FY 20) 71 A- EMPLOYEE SATISFACTION (eSat score) ↑67 rating from Carbon Disclosure Project (CDP), second highest rating available +8,000 hours EMPLOYEE LEARNING and DEVELOPMENT ↓36% reduction in operational SCOPE 1 AND 2 EMISSIONS (from 2019 base year) +3,300 40:40:20 +20 WITHDRAWALS on hardship and compassionate grounds valued at $36 million GENDER DIVERSITY TARGETS MET across board, middle management and overall workforce ESG FOCUSED INVESTMENT OPTIONS added to our flagship investment platform, MyNorth +10,700 NEW HOME LOANS AMP Bank provided 96% of aligned FINANCIAL ADVISERS completed FASEA exam requirements +$3.2m DISTRIBUTED TO CHARITIES  AND INDIVIDUALS via the  AMP Foundation ~$1b additional value created for AMP CAPITAL REAL ESTATE clients through shopping centre redevelopments SHAREHOLDERS 488,237 TOTAL SHAREHOLDERS COMPLETED SMALL SHAREHOLDING SALE FACILITY, ENABLING 205,148 SHAREHOLDERS holding less than A$500 fully paid ordinary shares to sell their holding without incurring brokerage costs at $1.09 per share 3 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 4 CHAIR MESSAGE The AMP board is committed to meeting the highest standards of governance and stewardship as the company works through its transformation. I am pleased to present the AMP Limited Annual report for 2021. It was a year of change and transformation for our business as we welcomed Alexis George as our new CEO and made strong progress on separating AMP Capital’s private markets business (renamed Collimate Capital) from AMP Limited. The impacts of COVID-19, including lockdowns, were a mainstay of the year, but we continued to focus on supporting our customers through that difficult and unsettling period. I am proud of our people and their ability to meet those challenges while also delivering major change programs and a solid underlying profit result. This work sets up AMP for a strong and sustainable future by further addressing legacy matters and simplifying the business. We are committed to continue this work to restore value and pride for AMP’s shareholders, clients, people and the broader community. Strategy and portfolio simplification In November 2021 we outlined our strategy for both businesses, AMP Limited and Collimate Capital, with a focus on simplification and growth opportunities. We have strong and accomplished leaders to take both businesses forward with the commencement of Alexis as CEO of AMP Limited in August 2021, and Shawn Johnson who commenced as CEO of AMP Capital in June 2021, and will take forward the Collimate Capital business as it demerges. Significant steps to simplify the business during 2021 established a clear perimeter for the demerger of Collimate Capital. The divestment of the remaining stake in Resolution Life Australasia marks AMP’s final exit from its former life insurance and mature business, AMP Life. While this brings to a close AMP’s long and proud involvement in life insurance in Australia, we continue to support financial advisers and customers by providing access to other life insurance products. In addition, we announced the sale of both the Global Equities and Fixed Income (GEFI) business and the Infrastructure Debt platform, as well as the transfer of the Multi-Asset Group business from AMP Capital to Australian Wealth Management. Demerger progress The announcement of the intention to demerge Collimate Capital from AMP Limited in April 2021 followed a comprehensive review of AMP’s business portfolio. The rationale was driven by the fact that AMP is made up of two distinctly different businesses: a domestic retail wealth manager and a global private markets 4 CHAIR MESSAGE The AMP board is committed to meeting the highest standards of governance and stewardship as the company works through its transformation. I am pleased to present the AMP Limited Annual report for 2021. It was a year of change and transformation for our business as we welcomed Alexis George as our new CEO and made strong progress on separating AMP Capital’s private markets business (renamed Collimate Capital) from AMP Limited. The impacts of COVID-19, including lockdowns, were a mainstay of the year, but we continued to focus on supporting our customers through that difficult and unsettling period. I am proud of our people and their ability to meet those challenges while also delivering major change programs and a solid underlying profit result. This work sets up AMP for a strong and sustainable future by further addressing legacy matters and simplifying the business. We are committed to continue this work to restore value and pride for AMP’s shareholders, clients, people and the broader community. Strategy and portfolio simplification In November 2021 we outlined our strategy for both businesses, AMP Limited and Collimate Capital, with a focus on simplification and growth opportunities. We have strong and accomplished leaders to take both businesses forward with the commencement of Alexis as CEO of AMP Limited in August 2021, and Shawn Johnson who commenced as CEO of AMP Capital in June 2021, and will take forward the Collimate Capital business as it demerges. Significant steps to simplify the business during 2021 established a clear perimeter for the demerger of Collimate Capital. The divestment of the remaining stake in Resolution Life Australasia marks AMP’s final exit from its former life insurance and mature business, AMP Life. While this brings to a close AMP’s long and proud involvement in life insurance in Australia, we continue to support financial advisers and customers by providing access to other life insurance products. In addition, we announced the sale of both the Global Equities and Fixed Income (GEFI) business and the Infrastructure Debt platform, as well as the transfer of the Multi-Asset Group business from AMP Capital to Australian Wealth Management. Demerger progress The announcement of the intention to demerge Collimate Capital from AMP Limited in April 2021 followed a comprehensive review of AMP’s business portfolio. The rationale was driven by the fact that AMP is made up of two distinctly different businesses: a domestic retail wealth manager and a global private markets (infrastructure and real estate) business with institutional clients. The demerger will accelerate growth strategies, enhance customer focus, and deliver further value to shareholders through improvements in efficiency. Separating the two businesses is complex and extensive and involves a number of steps, including shareholder approval and legal processes (including court hearings to approve the scheme of arrangement), after which Collimate Capital will trade as a separate ASX-listed company. AMP shareholders will be sent full details of the demerger, including details regarding voting and upcoming shareholder meetings. Share consolidation AMP will propose a share consolidation at the 2022 Annual General Meeting (AGM) to be held on 20 May 2022. If approved, the consolidation will reduce the number of shares AMP has on issue by converting every eight AMP shares held into one AMP share. The consolidation is a simple mechanism through which AMP’s trading share price can be brought to a level which is comparable with peer companies. This process alone will not reduce the value of the shares held by each shareholder, or the company overall, and we can expect our share price to adjust to reflect the reduced number of shares on issue. Further information will be contained in the 2022 AGM notice which will be sent to all shareholders from mid-April. Board governance The AMP board is committed to meeting the highest standards of governance and stewardship as the company works through its transformation. The board and its committees met regularly throughout 2021, and I thank all directors and the management team for their strong commitment. Moreover, the board has been actively engaged in oversight of AMP’s work to strengthen the corporate culture. In 2021 AMP management, together with the employee inclusion taskforce, implemented more than 95% of the actions that were set for 2021 from the board-initiated external Workplace Conduct Review in addition to their continued work to create a more inclusive corporate culture. AMP has also reached its 40-40-20 gender targets at the board and middle management level and across the workforce generally. In July 2021, we welcomed Mike Hirst to the board. Mike brings extensive experience in retail banking, treasury, funds management and financial markets. As previously announced, Non-executive director John O’Sullivan has confirmed that he will not stand for reelection to the board at the 2022 AGM. John has been a valuable member of the board since June 2018 and has taken the decision not to stand for reelection in order to dedicate time to other external pursuits. I would like to take this opportunity, on behalf of the board, to thank John for his service and contribution to AMP. Sustainability At AMP we are committed to creating a sustainable and equitable future for our stakeholders and the community, and to openly reporting on our progress and impact. We recognise that economic, social and environmental issues can have a material impact on business performance and society. AMP’s non-financial disclosures have evolved significantly, and our 2021 Sustainability report reflects the positive steps taken by AMP towards transparency and best practice. In the community, we recognise and support the growing momentum for global action on climate change and supporting vulnerable communities. In 2021, we launched our Climate Position and Action Plan which details how we manage our business and investment activities in alignment with net zero emissions by 2050. This builds on AMP’s long-standing commitment to action on climate, having been carbon neutral across our global operations since 2013. I am also proud of the enduring support the AMP Foundation, AMP’s philanthropic arm, provides to communities across Australia. Since its inception in 1992 the AMP Foundation has contributed more than $110 million to Australian communities through direct donations, employee dollar matching, employee fundraising and volunteering, with more than $3.2 million provided in grants and donations in 2021 alone. 2021 financial performance and capital position In 2021, AMP delivered an improved financial performance with a 53 per cent increase in underlying net profit of $356 million. The performance was assisted by stronger earnings in AMP Bank, New Zealand Wealth Management and AMP Capital as well as strong investment income from Group Office, including the contribution from our strategic partnership with China Life Pension Company. As we continued our transformation program in 2021, we recognised certain impairments, mainly non-cash write downs, to position AMP for the future. This resulted in a reported statutory loss of $252 million, however it should not be seen as a reflection of the underlying business performance. The board also continues to take a conservative approach to capital management to support the delivery of the demerger and AMP’s transformation and has resolved not to pay a dividend for 2021. While we understand that this is disappointing for shareholders, we believe that it is the right approach when AMP is making such significant change. We are committed to reviewing dividend payments following the completion of the demerger later this year. Looking forward We have an exciting year ahead, with significant change and opportunities. On behalf of the board, I sincerely thank you for your support as we progressively transform AMP, a purpose-led company building on its heritage to meet the needs of today and the future. DEBRA HAZELTON Chair, AMP Limited 5 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 6 CEO MESSAGE We are making progress to rebuild pride in AMP for its shareholders, employees, customers and the community. Since joining AMP in August 2021, I’ve taken time to listen to shareholders, customers and employees of our iconic company. I’ve looked at where we sit in the market, the challenges and opportunities ahead and worked with the executive team to develop a strategy that sets us on a path to a new AMP. In November 2021, I outlined this strategy and the changes we’re making to build a simpler, customer-focused and purpose-led AMP. Purpose will be a bedrock for our strategy, guiding our decisions and providing clarity for our employees on what we stand for. We have engaged both our employees and customers in our work to develop a new purpose, as we believe it will be key to restoring trust in AMP. We are also focused on simplifying our business and have made progress on our planned separation and demerger of AMP Capital’s Private Markets business – which we have recently rebranded as Collimate Capital. Demerger The rationale for our demerger is simple – we have two very different businesses that are operating in different markets, with different customers and a different geographic focus. In AMP Limited, we have a retail wealth management and banking business operating in Australia and New Zealand with about 1.5 million customers. In Collimate Capital, we have a global manager of infrastructure and real estate investments with a growing focus on institutional clients. The demerger, which is planned for the first half of 2022, will enable Collimate Capital and AMP Limited to focus on their respective markets and growth opportunities, as well as to simplify and improve efficiencies to deliver value to shareholders. We have made strong progress on the operational separation of the two businesses in preparation for the demerger. A clear perimeter has been set with the agreed sale of the Global Equities and Fixed Income (GEFI) business, transfer of the Multi-Asset Group (MAG) to Australian Wealth Management and the divestment of the Infrastructure Debt (ID) platform which completed in February 2022. The GEFI and ID sales, along with the 6 CEO MESSAGE We are making progress to rebuild pride in AMP for its shareholders, employees, customers and the community. Since joining AMP in August 2021, I’ve taken time to listen to shareholders, customers and employees of our iconic company. I’ve looked at where we sit in the market, the challenges and opportunities ahead and worked with the executive team to develop a strategy that sets us on a path to a new AMP. In November 2021, I outlined this strategy and the changes we’re making to build a simpler, customer-focused and purpose-led AMP. Purpose will be a bedrock for our strategy, guiding our decisions and providing clarity for our employees on what we stand for. We have engaged both our employees and customers in our work to develop a new purpose, as we believe it will be key to restoring trust in AMP. We are also focused on simplifying our business and have made progress on our planned separation and demerger of AMP Capital’s Private Markets business – which we have recently rebranded as Collimate Capital. Demerger The rationale for our demerger is simple – we have two very different businesses that are operating in different markets, with different customers and a different geographic focus. In AMP Limited, we have a retail wealth management and banking business operating in Australia and New Zealand with about 1.5 million customers. In Collimate Capital, we have a global manager of infrastructure and real estate investments with a growing focus on institutional clients. The demerger, which is planned for the first half of 2022, will enable Collimate Capital and AMP Limited to focus on their respective markets and growth opportunities, as well as to simplify and improve efficiencies to deliver value to shareholders. We have made strong progress on the operational separation of the two businesses in preparation for the demerger. A clear perimeter has been set with the agreed sale of the Global Equities and Fixed Income (GEFI) business, transfer of the Multi-Asset Group (MAG) to Australian Wealth Management and the divestment of the Infrastructure Debt (ID) platform which completed in February 2022. The GEFI and ID sales, along with the divestment of our residual stake in Resolution Life Australasia have strengthened our balance sheet, enabling both businesses to have a solid platform to grow post demerger. The demerger will be voted on by shareholders in the coming months, and after further legal steps, Collimate Capital will begin trading as a separately-listed company on the ASX. 2021 financial performance On 10 February we released our 2021 full-year financial results, which showed a strong increase in our underlying profit, as well as momentum we have built in simplifying and reshaping our business. We reported a statutory loss of $252 million which reflects actions we took to write down the value of some assets on our balance sheet, in addition to remediation and transformation costs. While it has impacted our statutory results for 2021, our actions help ensure AMP is set up well for the future. Our 2021 underlying net profit after tax of $356 million increased 53 per cent on 2020. The increase was driven by AMP Bank, AMP Capital and New Zealand Wealth Management earnings as well as strong investment income from our joint venture with China Life. The improved result is a testament to the ongoing efforts and hard work of our teams. We have also remained focused on costs – simplifying our operating model and finding efficiencies to deliver on our 2019–2022 cost-out target of $300 million, with $260 million delivered by the end of 2021. As we communicated in February, we will not be paying a full year dividend in 2021. We have committed to review our approach to capital management including the payment of dividends after our demerger is complete but as we focus on delivering the demerger, continuing the transformation of both businesses, and investing for growth, we must be conservative with capital. In AMP Bank we saw strong growth in our residential mortgage book in an increasingly competitive market. As we continue our work to grow the Bank, we’re also maintaining our focus on good credit quality, with 30+ day and 90+ day arrears decreasing in 2021. In Australian Wealth Management, the business transformation is well-progressed and we’re seeing ‘green shoots’ within each of the sub-businesses with our Platforms business growing assets, including from external financial advisers, our Master Trust business reducing costs and the reshape of advice accelerating. With New Zealand Wealth Management (NZWM) we continued to improve our efficiency and value to clients. During the year NZWM completed its transition to a new index-based investment philosophy with a focus on sustainable investing. In AMP Capital, we had a significant year of change but posted an 18 per cent increase in operating earnings to $154 million, driven by strong performance fees from the successful sale of assets held within our infrastructure equity funds. Our Real Estate business saw the loss of the AMP Capital Diversified Property Fund (ADPF) but maintained focus on delivering key developments including the expansion of Karrinyup and Marrickville Metro shopping centres, delivering close to $1 billion in further value for our real estate clients. After a comprehensive process undertaken in 2021, the Trustee of the AMP Capital Wholesale Office Fund (AWOF) decided it was in the best interests of AWOF investors that AMP Capital continue as manager of the fund. Our real estate investment professionals continue to focus on maintaining the strong performance of AWOF and driving further value for clients. 2022 outlook 2021 was a year of significant change, and we’re continuing that momentum into 2022 as we set AMP up for a strong future. As we work towards the demerger and listing of Collimate Capital on the ASX, our teams are focused on achieving the targets we’ve set as part of our new strategic direction. These include opportunities that support the momentum we’re seeing in our Bank and Platforms business, maintaining a disciplined approach to costs, and accelerating our simplification. In Collimate Capital, focus is on completing the sale of GEFI ahead of demerger and scaling its existing capabilities in infrastructure equity and real estate investments for clients around the world. The pandemic was a catalyst for all businesses to increase focus on digital interactions to best support customers and provide the services they need. Digital and data innovation has always been important for businesses, but it is now ‘table stakes’ to compete in the financial services market. We will continue to build and invest in digital capabilities including the use of data to enhance the services and support we provide. Reflecting on 2021, I want to thank all of you for your continued support and investment in our company. I joined AMP because I am passionate about our industry and the important role we have in supporting Australians and New Zealanders. We’ve made strong progress on AMP’s transformation and we’re continuing to change the business. We have the right strategy in place to rebuild pride in AMP for its shareholders, employees, customers and the community and your management team will continue to work hard to ensure we deliver. ALEXIS GEORGE AMP Chief Executive Officer 7 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 8 FOR THE INVESTOR IN ALL OF US AMP has a long history of helping our customers manage their investments and achieve their financial goals. Offering services in financial advice and superannuation, retirement income, banking and investment products, we are dedicated to supporting ‘the investor in all of us’. AMP is committed to achieving the best outcomes for our customers and employees, which in turn will drive long-term value for our shareholders. Our strategy to reposition and simplify, while exploring new growth opportunities, will ensure AMP Limited is well-positioned for the future as a simpler, customer-focused and purpose-led business. 8 FOR THE INVESTOR IN ALL OF US AMP has a long history of helping our customers manage their investments and achieve their financial goals. Offering services in financial advice and superannuation, retirement income, banking and investment products, we are dedicated to supporting ‘the investor in all of us’. AMP is committed to achieving the best outcomes for our customers and employees, which in turn will drive long-term value for our shareholders. Our strategy to reposition and simplify, while exploring new growth opportunities, will ensure AMP Limited is well-positioned for the future as a simpler, customer-focused and purpose-led business. OUR BUSINESS AMP Limited AMP Limited is a retail wealth management and banking business operating in Australia and New Zealand, supporting approximately 1.5 million customers and employing more than 4,100 people. It comprises three business units: AMP Bank AMP Bank provides customers with home loans, deposit and transaction accounts in Australia. It provides limited advice practice lending and does not provide business or corporate banking services to industries. In 2021, AMP Bank helped more than 160,000 customers with their banking needs and provided over 10,700 new home loans. Australian Wealth Management AMP Capital/ Collimate Capital Australian Wealth Management (AWM) comprises three different business lines. Platforms offers superannuation, retirement and investment products including the flagship North platform which continues to deliver on its commitment of strengthening and broadening investment choice for customers. Master Trust includes the largest single retail superannuation product set in Australia with around 850,000 customers. Advice provides professional services to a network of aligned and external financial advisers (EFAs), supporting them to provide financial advice and wealth solutions to their clients. New Zealand Wealth Management In New Zealand, AMP supports customers with super, retirement, financial advice and general insurance, directly and through one of the largest networks of financial advisers in the country. AMP Capital is a global investment manager which services institutional and direct clients across public and private markets capabilities. It has approximately 300 direct institutional clients and 1,370 employees based in continents including Australia, Europe, Asia and North America. The AMP Capital business is currently undergoing change, exiting its public markets capabilities to focus on its private markets businesses of Infrastructure Equity and Real Estate. These businesses are being separated from AMP Group and will be listed on the ASX as Collimate Capital. To support the separation of Collimate Capital, AMP announced the sale of the GEFI business and transfer of its multi-asset investment capability to Australian Wealth Management. Both are expected to complete in the first half of 2022. The Collimate Capital Real Estate business is one of Australia’s leading real estate investment managers with A$23 billion in invested AUM across retail, office and logistics premises. Infrastructure Equity is focused on investments in assets in a range of sectors including transport, energy and telecommunications around the world. 9 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 10 OUR STRATEGY AMP provided an update on its strategic growth plans for 2022–2024 on 30 November 2021. The strategy sets a clear path to a new AMP by repositioning core capabilities in wealth management and banking, simplifying the organisation and exploring opportunities for growth. REPOSITION Invest to grow AMP Bank Grow the North platform building new relationships with external financial advisers Deliver stable earnings and optimal client outcomes in Master Trust and New Zealand Wealth Management Accelerate the transformation of Advice AMP Bank’s growth will be driven through continued investment to deliver great service to customers, and mortgage and deposit products which suit their needs. Recent investments in the bank’s core technology increased its ability to originate mortgages, and continued investment in digital and data capability will speed up ‘time to yes’ for customers. AMP’s flagship North platform has a strong growth opportunity, which we will target through ongoing enhancements to products and functionality that meet the needs of aligned and external financial advisers and their customers. A simplified Master Trust business will be better positioned to drive optimal customer outcomes, including member fee reductions and improved investment performance in superannuation. Our strategy in New Zealand is based on improving efficiency and delivering value to clients, with a strong focus on sustainability investments and continuing to strengthen our distribution business. The Advice business completed a significant transformation in 2021 including the exit of the employed advice channel and conclusion of client register buy-back arrangements (known as BOLR facility). The acceleration of the business’ transformation to a professional services provider will see significant simplification of the Advice model, delivering valued licensee services at a competitive and sustainable price, and driving efficiency in our business operations. Execute the demerger Strong progress has been achieved on separation of the Collimate Capital business, setting it up for demerger. SIMPLIFY Redefine and right-size the operating model for agility and efficiency AMP’s ongoing transformation will enable further reviews of the operating model of both businesses. Continue to review portfolio of assets to ensure AMP is the right owner We will continue to regularly review the assets held in AMP’s portfolio to ensure we optimise our business for the future. Enhance shareholder value through disciplined capital management AMP continues to progress commitments made on its cost base and capital management. We are on track to deliver $300 million of annual run-rate cost savings by the end of 2022, with an additional $115 million of net cost-out to be delivered by the end of 2024. Establish direct-to-consumer solutions in selected areas Direct-to-consumer opportunities will be a focus in AMP Bank as we enhance our digital capabilities. EXPLORE Develop leading position in retirement Opportunities in the retirement sector are being driven by a large and growing market with limited products to serve customer needs. AMP brings strong capabilities in annuities and is developing a new retirement offer to launch in 2022. Explore adjacent new business models (organic and inorganic) A simplified portfolio will enable AMP to consider new business models in the future. KEY ENABLERS 10 OUR STRATEGY AMP provided an update on its strategic growth plans for 2022–2024 on 30 November 2021. The strategy sets a clear path to a new AMP by repositioning core capabilities in wealth management and banking, simplifying the organisation and exploring opportunities for growth. REPOSITION REPOSITION Invest to grow AMP Bank Invest to grow AMP Bank Grow the North platform building new relationships Grow the North platform building new relationships with external financial advisers with external financial advisers Deliver stable earnings and optimal client outcomes Deliver stable earnings and optimal client outcomes in Master Trust and New Zealand Wealth Management in Master Trust and New Zealand Wealth Management Accelerate the transformation of Advice Accelerate the transformation of Advice SIMPLIFY SIMPLIFY Execute the demerger Execute the demerger COLLIMATE CAPITAL – STRATEGIC FOCUS Collimate Capital has announced its strategy to leverage the significant opportunity to become a global leader in private markets as a separate company. Its four core priorities comprise: Operational separation Simplify the business Grow global client base Operate as an autonomous subsidiary from 31 December 2021 and ASX-listed in 2022. Implement organisational structure. Create efficiencies and remove duplication. Build a global client solutions team. Scale existing fund series in infrastructure equity. Diversify product offering Create new product opportunities alongside current investment strategies. PATH TO NEW AMP AMP Bank’s growth will be driven through continued investment to deliver great service to customers, and mortgage AMP Bank’s growth will be driven through continued investment to deliver great service to customers, and mortgage and deposit products which suit their needs. Recent investments in the bank’s core technology increased its ability to and deposit products which suit their needs. Recent investments in the bank’s core technology increased its ability to originate mortgages, and continued investment in digital and data capability will speed up ‘time to yes’ for customers. originate mortgages, and continued investment in digital and data capability will speed up ‘time to yes’ for customers. AMP’s flagship North platform has a strong growth opportunity, which we will target through ongoing enhancements AMP’s flagship North platform has a strong growth opportunity, which we will target through ongoing enhancements to products and functionality that meet the needs of aligned and external financial advisers and their customers. to products and functionality that meet the needs of aligned and external financial advisers and their customers. A simplified Master Trust business will be better positioned to drive optimal customer outcomes, including member A simplified Master Trust business will be better positioned to drive optimal customer outcomes, including member fee reductions and improved investment performance in superannuation. fee reductions and improved investment performance in superannuation. Our strategy in New Zealand is based on improving efficiency and delivering value to clients, with a strong focus Our strategy in New Zealand is based on improving efficiency and delivering value to clients, with a strong focus on sustainability investments and continuing to strengthen our distribution business. on sustainability investments and continuing to strengthen our distribution business. The Advice business completed a significant transformation in 2021 including the exit of the employed advice channel and The Advice business completed a significant transformation in 2021 including the exit of the employed advice channel and conclusion of client register buy-back arrangements (known as BOLR facility). The acceleration of the business’ transformation conclusion of client register buy-back arrangements (known as BOLR facility). The acceleration of the business’ transformation to a professional services provider will see significant simplification of the Advice model, delivering valued licensee services to a professional services provider will see significant simplification of the Advice model, delivering valued licensee services at a competitive and sustainable price, and driving efficiency in our business operations. at a competitive and sustainable price, and driving efficiency in our business operations. Strong progress has been achieved on separation of the Collimate Capital business, setting it up for demerger. Strong progress has been achieved on separation of the Collimate Capital business, setting it up for demerger. Redefine and right-size the operating model for agility and efficiency Redefine and right-size the operating model for agility and efficiency AMP’s ongoing transformation will enable further reviews of the operating model of both businesses. AMP’s ongoing transformation will enable further reviews of the operating model of both businesses. Continue to review portfolio of assets to ensure AMP is the right owner Continue to review portfolio of assets to ensure AMP is the right owner We will continue to regularly review the assets held in AMP’s portfolio to ensure we optimise our business for the future. We will continue to regularly review the assets held in AMP’s portfolio to ensure we optimise our business for the future. Enhance shareholder value through disciplined capital management Enhance shareholder value through disciplined capital management AMP continues to progress commitments made on its cost base and capital management. We are on track to deliver AMP continues to progress commitments made on its cost base and capital management. We are on track to deliver $300 million of annual run-rate cost savings by the end of 2022, with an additional $115 million of net cost-out $300 million of annual run-rate cost savings by the end of 2022, with an additional $115 million of net cost-out to be delivered by the end of 2024. to be delivered by the end of 2024. Establish direct-to-consumer solutions in selected areas Establish direct-to-consumer solutions in selected areas Direct-to-consumer opportunities will be a focus in AMP Bank as we enhance our digital capabilities. Direct-to-consumer opportunities will be a focus in AMP Bank as we enhance our digital capabilities. EXPLORE EXPLORE Develop leading position in retirement Develop leading position in retirement Opportunities in the retirement sector are being driven by a large and growing market with limited products to serve Opportunities in the retirement sector are being driven by a large and growing market with limited products to serve customer needs. AMP brings strong capabilities in annuities and is developing a new retirement offer to launch in 2022. customer needs. AMP brings strong capabilities in annuities and is developing a new retirement offer to launch in 2022. Explore adjacent new business models (organic and inorganic) Explore adjacent new business models (organic and inorganic) A simplified portfolio will enable AMP to consider new business models in the future. A simplified portfolio will enable AMP to consider new business models in the future. KEY ENABLERS PURPOSE AND CULTURE BRAND, REPUTATION AND ESG DIGITAL AND DATA CAPABILITY RESPECT RISK 11 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 12 GROUP FINANCIAL PERFORMANCE TOTAL REVENUE $2,241m GROSS PROFIT $1,734m CONTROLLABLE COSTS 2021 INVESTMENT INCOME $775m AMP’s controllable costs (excluding AMP Capital) were ↓ 7% on 2020 due to cost-out benefits which were partly offset by structural cost increases, variable remuneration and reinvestment spend. $102m (2020: $30m) increase driven by improved returns on the group’s cash investments, growth in China Life Pension Company earnings, and the contribution from a minority stake in Resolution Life Australasia. 12 GROUP FINANCIAL PERFORMANCE TOTAL REVENUE $2,241m GROSS PROFIT $1,734m CONTROLLABLE COSTS 2021 INVESTMENT INCOME AMP’s controllable costs (excluding $775m AMP Capital) were ↓ 7% on 2020 due to cost-out benefits which were partly offset by structural cost increases, variable remuneration and reinvestment spend. $102m (2020: $30m) increase driven by improved returns on the group’s cash investments, growth in China Life Pension Company earnings, and the contribution from a minority stake in Resolution Life Australasia. CAPITAL POSITION AMP SHAREHOLDER EQUITY $383m ↑ above target requirements The board has resolved to not declare a final 2021 dividend and continues to maintain a conservative approach to capital management to support the transformation of the business. The capital management strategy and payment of dividends will be reviewed following the completion of the demerger. $3,874m EARNING PER SHARE (UNDERLYING) 10.7CPS NPAT (UNDERLYING) $356m ↑ 53% $233m in 2020 from NPAT (STATUTORY) $(252)m Impacted by items reported below NPAT including: $312m This increase largely reflects stronger AMP Bank, AMP Capital and New Zealand Wealth Management earnings. Impairment charges, reflecting a comprehensive review of the balance sheet $133m Transformation costs $78m Remediation and related costs. 13 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 14 GROUP FINANCIAL PERFORMANCE Profit and loss (A$m) Revenue AUM based revenue Non-AUM based revenue Performance and transaction fees Net interest income Other revenue Total revenue Variable costs Investment management expense Marketing and distribution Brokerage and commissions Loan impairment expense Other variable costs Total variable costs Gross profit Controllable costs Employee costs Technology Regulatory, insurance and professional services Project costs Property costs Other operating expenses Total controllable costs EBIT Interest expense Investment income Tax expense Minority interests MUTB (post-tax) NPAT (underlying) AMP Bank Australian Wealth Management New Zealand Wealth Management AMP Capital Group Office NPAT (underlying) by business unit Items reported below NPAT NPAT (statutory) FY 21 A$m 1,519 90 74 399 159 2H 21 A$m 1H 21 A$m 738 46 66 195 89 781 44 8 204 70 FY 20 A$m 1,586 96 51 391 207 2,241 1,134 1,107 2,331 (302) (22) (71) 26 (138) (507) 1,734 (726) (154) (140) (160) (68) (42) (1,290) 444 (73) 102 (117) – 356 153 48 39 154 (38) 356 (608) (252) (148) (154) (12) (37) 13 (69) (253) 881 (10) (34) 13 (69) (254) 853 (356) (370) (80) (78) (82) (37) (18) (651) 230 (38) 45 (62) – 175 69 21 20 94 (29) 175 (573) (398) (74) (62) (78) (31) (24) (639) 214 (35) 57 (55) – 181 84 27 19 60 (9) 181 (35) 146 (309) (21) (69) (31) (171) (601) 1,730 (741) (157) (149) (179) (80) (53) (1,359) 371 (85) 30 (67) (16) 233 111 64 35 131 (108) 233 (56) 177 % FY (4.2) (6.3) 45.1 2.0 (23.2) (3.9) 2.3 (4.8) (2.9) n/a 19.3 15.6 0.2 2.0 1.9 6.0 10.6 15.0 20.8 5.1 19.7 14.1 240.0 (74.6) n/a 52.8 37.8 (25.0) 11.4 17.6 64.8 52.8 n/a n/a 14 GROUP FINANCIAL PERFORMANCE Investment management expense (148) (154) 2,241 1,134 1,107 2,331 Regulatory, insurance and professional services (356) (370) FY 21 A$m 1,519 90 74 399 159 (302) (22) (71) 26 (138) (507) 1,734 (726) (154) (140) (160) (68) (42) 444 (73) 102 (117) – 356 153 48 39 154 (38) 356 (608) (252) 2H 21 A$m 1H 21 A$m FY 20 A$m 1,586 96 51 391 207 (309) (21) (69) (31) (171) (601) 1,730 (741) (157) (149) (179) (80) (53) 371 (85) 30 (67) (16) 233 111 64 35 131 (108) 233 (56) 177 % FY (4.2) (6.3) 45.1 2.0 (23.2) (3.9) 2.3 (4.8) (2.9) n/a 19.3 15.6 0.2 2.0 1.9 6.0 10.6 15.0 20.8 5.1 19.7 14.1 240.0 (74.6) n/a 52.8 37.8 (25.0) 11.4 17.6 64.8 52.8 n/a n/a 781 44 8 204 70 (10) (34) 13 (69) (254) 853 (74) (62) (78) (31) (24) (639) 214 (35) 57 (55) – 181 84 27 19 60 (9) 181 (35) 146 738 46 66 195 89 (12) (37) 13 (69) (253) 881 (80) (78) (82) (37) (18) (651) 230 (38) 45 (62) – 175 69 21 20 94 (29) 175 (573) (398) Profit and loss (A$m) Revenue AUM based revenue Non-AUM based revenue Performance and transaction fees Net interest income Other revenue Total revenue Variable costs Marketing and distribution Brokerage and commissions Loan impairment expense Other variable costs Total variable costs Gross profit Controllable costs Employee costs Technology Project costs Property costs EBIT Interest expense Investment income Tax expense NPAT (underlying) AMP Bank Other operating expenses Total controllable costs Minority interests MUTB (post-tax) Australian Wealth Management New Zealand Wealth Management AMP Capital Group Office NPAT (underlying) by business unit Items reported below NPAT NPAT (statutory) Earnings EPS – underlying (cps) EPS – actual (cps) RoE – underlying RoE – actual Dividend Special dividend per share (cps) Franking rate Ordinary shares on issue (m) Weighted average number of shares on issue (m) – basic – fully diluted – statutory – low – high Share price for the period – closing (A$) Market capitalisation – end period (A$m) Capital and corporate debt AMP shareholder equity (A$m) Corporate debt (excluding AMP Bank debt) (A$m) Corporate gearing Interest cover – underlying (times) Interest cover – actual (times) Margins FY 21 2H 21 1H 21 FY 20 10.7 (7.6) 8.4% (6.0%) – – 3,266 3,337 3,384 3,335 0.91 1.62 3,299 3,874 1,431 22% 8.0 – 5.4 (12.2) 8.5% (19.3%) – – 3,266 3,266 3,313 3,264 0.91 1.20 3,299 3,874 1,431 22% 8.0 – 5.3 4.3 8.3% 6.7% – – 3,266 3,411 3,460 3,409 1.07 1.62 3,674 4,202 2,130 26% 7.0 3.4 8.6 5.2 6.3% 3.8% 10.0 100% 3,437 3,437 3,493 3,428 1.11 2.08 5,361 4,212 2,130 26% 6.1 4.1 (1,290) (1,359) AMP Bank net interest margin (over average interest earning assets) 1.62% 1.53% 1.71% 1.59% Australian Wealth Management AUM based revenue to average AUM (bps) AMP Capital management fees to average AUM (bps) Cashflows and AUM Australian Wealth management net cashflows (A$m) Australian Wealth management AUM (A$b) AMP Capital real asset net cashflows (A$m) AMP Capital public markets net cashflows (A$m) AMP Capital net cashflows (A$m) AMP Capital AUM (A$b) Non-AMP Capital managed AUM (A$b) Total AUM and administration (A$b) Controllable costs (pre-tax) and cost ratios Total controllable costs (A$m) Controllable costs – excluding AMP Capital (A$m) Controllable costs – AMP Capital (A$m) Cost to income ratio Controllable costs to average AUM (bps) 66 34.5 (5,163) 134.0 (6,012) (21,553) (27,565) 177.8 70.4 248.2 1,290 775 515 71.3% 51 62 34.8 (2,461) 134.0 (2,209) (15,925) (18,134) 177.8 70.4 248.2 651 390 261 71.4% 52 71 34.4 (2,702) 131.2 (3,803) (5,628) (9,431) 187.6 68.5 256.1 639 385 254 71.2% 51 73 34.1 (7,776) 124.1 2,682 (14,512) (11,830) 189.8 64.7 254.5 1,359 834 525 75.5% 52 15 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 16 BUSINESS REVIEW AMP BANK NPAT $153m ↑ 38% ON 2020 RESIDENTIAL MORTGAGE BOOK TO GREW ↗$1.6b $21.7b FROM 2020 Full year 2021 highlights In 2021, AMP Bank helped more than 160,000 customers with their banking needs and provided over 10,700 new home loans to help more Australians own their own home. The bank’s residential mortgage book grew at a faster pace than the industry average (1.36x system) for the year. Total deposits increased $1.7 billion from 2020, in line with the bank’s strategy to optimise its funding mix. Net interest margin (NIM) of 1.62% in 2021 was higher than 2020, driven by lower funding and deposit costs in the first half of the year. NIM compressed in the second half due to above system growth in a highly competitive market and an increasing shift to fixed rate loans. A continued focus on maintaining mortgage book quality has resulted in a reduction in interest only lending (representing 14% of the total book in 2021) and improvement in both 30+ and 90+ day arrears. Operational highlights In 2021 AMP Bank continued to focus on growth by modernising its core systems and enhancing its service and price propositions. The benefit of investments in technology to streamline the origination process have resulted in improved experience for both customers and brokers. The Auto Credit Decisioning (ACD) rate improved by 75%, with more than 60% of applications processed through ACD during the year, resulting in faster and more consistent approvals. Paper applications for products have ceased with straight-through processing functionality adopted and smart forms for complex entities streamlining the application process. Strong progress has also been made on the digital origination and establishment of deposit products, with more than 70% of retail deposit accounts opened digitally. The Bank also ceased issuing cheques and deposit books in 2021. OUR PEOPLE: Working flexibly Enabling inclusion and diversity comes in many forms – recognising differences in the way we work is one of them. AMP’s approach to flexible work gives leaders and employees the autonomy to agree how, when and where work is done, ensuring a better balance of their work and life goals. It also ensures employees can bring their best selves to work every day to deliver for our customers and shareholders. Lauren Allen is part of the team that led the implementation of AMP’s new flexible work policy, known as We-Flex, in 2021. “Being home with my child for bath time is important to me. I ensure my team knows my schedule, as well as me knowing theirs, so we can deliver our work priorities without sacrificing personal commitments. Having flexibility means I have the option to work where, when, and how I like – giving me autonomy and empowerment to deliver.“ “The trust built with your leader and the conversations about your life outside of work are helpful to integrate commitments in a practical way and get the best out of you for your role. I’m so proud of the We‑Flex program we’ve created.” LAUREN ALLEN Group Health, Safety and Wellbeing Manager 16 BUSINESS REVIEW AMP BANK NPAT $153m ↑ 38% ON 2020 RESIDENTIAL MORTGAGE BOOK GREW ↗$1.6b TO $21.7b FROM 2020 Full year 2021 highlights In 2021, AMP Bank helped more than 160,000 customers with their banking needs and provided over 10,700 new home loans to help more Australians own their own home. The bank’s residential mortgage book grew at a faster pace than the industry average (1.36x system) for the year. Total deposits increased $1.7 billion from 2020, in line with the bank’s strategy to optimise its funding mix. Net interest margin (NIM) of 1.62% in 2021 was higher than 2020, driven by lower funding and deposit costs in the first half of the year. NIM compressed in the second half due to above system growth in a highly competitive market and an increasing shift to fixed rate loans. A continued focus on maintaining mortgage book quality has resulted in a reduction in interest only lending (representing 14% of the total book in 2021) and improvement in both 30+ and 90+ day arrears. Operational highlights In 2021 AMP Bank continued to focus on growth by modernising its core systems and enhancing its service and price propositions. The benefit of investments in technology to streamline the origination process have resulted in improved experience for both customers and brokers. The Auto Credit Decisioning (ACD) rate improved by 75%, with more than 60% of applications processed through ACD during the year, resulting in faster and more consistent approvals. Paper applications for products have ceased with straight-through processing functionality adopted and smart forms for complex entities streamlining the application process. Strong progress has also been made on the digital origination and establishment of deposit products, with more than 70% of retail deposit accounts opened digitally. The Bank also ceased issuing cheques and deposit books in 2021. OUR PEOPLE: Working flexibly Enabling inclusion and diversity comes in many forms – recognising differences in the way we work is one of them. AMP’s approach to flexible work gives leaders and employees the autonomy to agree how, when and where work is done, ensuring a better balance of their work and life goals. It also ensures employees can bring their best selves to work every day to deliver for our customers and shareholders. Lauren Allen is part of the team that led the implementation of AMP’s new flexible work policy, known as We-Flex, in 2021. “Being home with my child for bath time is important to me. I ensure my team knows my schedule, as well as me knowing theirs, so we can deliver our work priorities without sacrificing personal commitments. Having flexibility means I have the option to work where, when, and how I like – giving me “The trust built with your leader and the conversations about your life outside of work are helpful to integrate commitments in a practical way and get the best out of you for your role. I’m so proud of the We‑Flex program we’ve created.” LAUREN ALLEN Group Health, Safety and Wellbeing Manager autonomy and empowerment to deliver.“ AUSTRALIAN WEALTH MANAGEMENT NPAT $48m ↓ 64m IN 2020 ↑18% INCREASE IN INFLOWS FROM EXTERNAL FINANCIAL ADVISERS TO NORTH PLATFORM Full year 2021 highlights Australian Wealth Management (AWM) comprises three business lines providing advice, superannuation (Master Trust), and investment management platforms to customers. NPAT in 2021 was largely affected by impairments to the carrying value of Advice assets in 2021, lower revenue predominantly from repricing in Master Trust and Platforms, and the impact of the cessation of grandfathered remuneration. AUM increased 8% to $134 billion in 2021 driven by strong investment market returns. Net cash outflows decreased from 2020 to $5.2 billion in 2021. This was largely attributable to one-off impacts experienced in 2020, which included early release of super payments to support customers during the pandemic. 2021 net cash outflows included $1.9 billion of regular pension payments. Operational highlights Notable improvements were made during the year across AWM. For customers on the North platform this involved the launch of 28 managed portfolios including 23 new equity managed portfolios from 10 leading investment managers. This has supported strong AUM growth in managed portfolios, more than doubling in the last 12 months. The Master Trust business is on a transformational pathway to simplify super and improve efficiency and member outcomes. Strong investment performance for members in the 12 months to June 2021 saw AMP’s MySuper Lifecycle funds returning an average performance of 20%. In Advice, new commercial terms announced in July 2021 included an uplifted service model, the release of institutional ownership and the conclusion of buy-back (BOLR) arrangements which came into effect from 1 January 2022. The sale of the employed advice business was also completed in December 2021. OUR CUSTOMERS: North Platform enhancements In 2021 AMP significantly enhanced its platform and managed portfolio offerings through its flagship platform, North. The substantial increase in the range of managed portfolios available to customers and financial advisers included the launch of equity managed portfolios in November. This has supported strong growth in managed portfolios with AUM having more than doubled to $4.3 billion in 2021. AMP will continue to broaden North’s overall investment menu to provide customers and financial advisers with more investment choices. As part of AMP’s commitment to delivering market leading offers for its customers and their advisers, AMP reduced administration fees by up to 22% on MyNorth, North and Summit platforms, benefitting more than 210,000 customers across these platforms. AMP also reduced minimum brokerage fees for customers buying shares through the North platform. 17 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 18 BUSINESS REVIEW NEW ZEALAND WEALTH MANAGEMENT NPAT $39m 11% ↑ ON 2020 39.6% 2021 COST TO INCOME RATIO ↓ 4.1% ON 2020 Full year 2021 highlights NZWM provides customers with a variety of wealth management solutions including KiwiSaver, corporate superannuation, retail investments, an investment management platform and general insurance. In 2021, AUM-based revenue in the business increased by $1 million (1%) on 2020 primarily due to the rebound in investment markets following the impact of the COVID-19 pandemic in the first half of 2020. The business continues to simplify and transform its operating model and saw a reduction in controllable costs to $36 million, down 5% on 2020. This was due to lower employment and IT costs and lower property costs following a reduction in office footprint. Operational highlights In 2021 NZWM completed its transition to a new index-based investment philosophy with a focus on sustainable investing. This new approach has enabled NZWM to reduce the carbon footprint of its funds while also reducing fees for clients. Despite the loss of the KiwiSaver default status, AMP remains a substantial participant in the overall KiwiSaver market with $5.8 billion in AUM, reflecting growth of 14% on 2020 in the non-default KiwiSaver product. OUR COMMUNITY: Employees supporting their community For 12 years the AMP Foundation has supported volunteer-led charities through its Unsung Heroes program, which recognises the contributions of AMP employees who donate their time and expertise to the community. To date, the program has provided close to $1.6 million to 200 non-profit organisations. In 2021, the program celebrated 31 AMP Unsung Heroes for their work over the past year. Each of the organisations they volunteer for received a share of more than $93,000 provided by the AMP Foundation. AMP employee and 2021 Unsung Hero, Hemant Raval volunteered more than 300 hours of his time to the NSW State Emergency Service (SES) – the primary state agency for flood, storm and tsunami events. “I volunteer because I have a strong desire to give back to the community and serve those in need. I am very proud of, and grateful for, how the AMP Foundation supports my SES unit through the Unsung Heroes program.” HEMANT RAVAL National Development Manager – Platforms, AMP Australian Wealth Management 18 BUSINESS REVIEW NEW ZEALAND WEALTH MANAGEMENT AMP CAPITAL NPAT $39m ↑ 11% ON 2020 39.6% 2021 COST TO INCOME RATIO ↓ 4.1% ON 2020 Full year 2021 highlights NZWM provides customers with a variety of wealth management solutions including KiwiSaver, corporate superannuation, retail investments, an investment management platform and general insurance. In 2021, AUM-based revenue in the business increased by $1 million (1%) on 2020 primarily due to the rebound in investment markets following the impact of the COVID-19 pandemic in the first half of 2020. The business continues to simplify and transform its operating model and saw a reduction in controllable costs to $36 million, down 5% on 2020. This was due to lower employment and IT costs and lower property costs following a reduction in office footprint. Operational highlights In 2021 NZWM completed its transition to a new index-based investment philosophy with a focus on sustainable investing. This new approach has enabled NZWM to reduce the carbon footprint of its funds while also reducing fees for clients. Despite the loss of the KiwiSaver default status, AMP remains a substantial participant in the overall KiwiSaver market with $5.8 billion in AUM, reflecting growth of 14% on 2020 in the non-default KiwiSaver product. NPAT $154m ↑from $131m in 2020 ↑45% PERFORMANCE AND TRANSACTION FEES Full year 2021 highlights AMP Capital’s 2021 NPAT was $154 million, up 18% from $131 million in 2020. AUM-based earnings reduced 3% to $545 million, reflecting net cash outflows and fee reductions including short-term fee concessions in Core Infrastructure and Real Estate, partly offset by favourable market performance. Performance and transaction fees of $74 million increased 45% on 2020, primarily due to the recognition of $58 million of performance fees following favourable asset sales in closed-end infrastructure funds. 2021 seed and sponsor gains of $18 million were up on 2020 due to partial recovery in COVID-19 devaluations of certain assets, including international airports. Operational highlights AMP Capital made significant progress on its separation from AMP Limited in 2021. This included the sale of GEFI and the Infrastructure Debt platform and the transfer of MAG funds to AWM. In 2021 AMP Capital also secured a record $2.2 billion investment in AMP Capital Retail Trust from large institutional partners. The Real Estate business saw the loss of the AMP Capital Diversified Property Fund (ADPF) but maintained focus on delivering key developments, delivering close to $1 billion in further value for real estate clients. The divestment of major stakes in ESVAGT and Angel Trains also delivered strong returns for infrastructure equity clients. 19 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t OUR COMMUNITY: Employees supporting their community For 12 years the AMP Foundation has supported volunteer-led charities through its Unsung Heroes program, which recognises the contributions of AMP employees who donate their time and expertise to the community. To date, the program has provided close to $1.6 million to 200 non-profit organisations. In 2021, the program celebrated 31 AMP Unsung Heroes for their work over the past year. Each of the organisations they volunteer for received a share of more than $93,000 provided by the AMP Foundation. AMP employee and 2021 Unsung Hero, Hemant Raval volunteered more than 300 hours of his time to the NSW State Emergency Service (SES) – the primary state agency for flood, “I volunteer because I have a strong desire to give back to the community and serve those in need. I am very proud of, and grateful for, how the AMP Foundation supports Heroes program.” HEMANT RAVAL National Development Manager – Platforms, AMP Australian Wealth Management my SES unit through the Unsung storm and tsunami events. l r e p o r t A d d i t i o n a l i n f o r m a t i o n OUR ENVIRONMENT: Green Star Designs for our future AMP’s new headquarters at Circular Quay, Quay Quarter Tower (QQT) will open in early 2022. Awarded a 6 Star Green Star – Office Design v3 rating from the Green Building Council of Australia, the building will be known for its innovative environmental features and vertical village design. QQT will set new benchmarks for employee lifestyle and operational efficiency through its focus on flexible spaces and revolutionary environmental features. AMP Capital Global Head of Real Estate Kylie O’Connor said: “We are proud to manage this landmark development and create a new workplace of the future that has a strong health and wellbeing focus. We see this as an important step in the revitalisation of Circular Quay and look forward to delivering long-term, sustainable outcomes for investors, customers and community”. i F n a n c a i 20 SUSTAINABILITY OVERVIEW To AMP, sustainability is our ability to meet the needs of the present without compromising future generations. As custodians of our customers’ money and future, we face complex economic, social and environmental challenges which bring both risks and opportunities to our customers, our people and partners and our community and environment. Customers Serving customers well through competitive, high-performing services is critical to the sustainability of financial services companies. We are focused on providing a positive experience when customers choose AMP to help them achieve their goals, across our range of services from investment management, superannuation, banking and advice. Our focus is continuing to build a culture that has customers at the forefront of our thinking and decision making. We seek to understand our customers’ needs, listen to their feedback and empower our customer facing teams to provide service excellence. AMP is also committed to  supporting fair and equitable outcomes for customers experiencing vulnerability or when complaints arise. AMP proactively supports customers who face hardship or have been impacted by economic disruption caused by COVID-19. This approach helps us build positive, long-term relationships with our customers. HELPED MORE THAN DELIVERED SOLUTIONS FOR 160,000+ 359 customers with their banking needs and provided over institutional clients in Australia and New Zealand and 10,700+ 397 new home loans internationally through AMP Capital PROVIDED CONTINUED SUPPORT to customers experiencing financial hardship, including processing +3,300 SUPERANNUATION WITHDRAWALS on hardship and compassionate grounds valued at $36m  A comprehensive overview of AMP’s annual sustainability performance can be found in our Sustainability report online at corporate.amp.com.au/about-amp/corporate-sustainability 20 SUSTAINABILITY People and partners Community trust in financial institutions is essential in maintaining the confidence of our stakeholders in the stability and equity of the financial system. Conduct and governance issues in recent years have meant AMP, and the financial services sector more broadly, receives a high level of scrutiny on these matters from customers, employees, investors and regulators. AMP is committed to building trust by taking action across multiple areas to improve our culture, strengthen governance systems and ensure executive management and employees understand their accountabilities and act in an ethical and responsible manner. AMP’s Code of Conduct is our commitment to acting ethically and responsibly. It outlines the minimum standards of behaviour, decision making processes and our expectations for the treatment of employees, customers, business partners and shareholders. Acknowledging the need to uplift our focus on culture, conduct and customer remediation, AMP has continued to strengthen governance systems by: ENHANCING processes and disclosure of conduct-related issues through internal and external avenues including ensuring appropriate consequences are applied for substantiated misconduct STRENGTHENING the Risk Culture and Capability program, ensuring employees are equipped to support effective risk management through training and awareness COMPLETING having paid 90% of advice remediation payments to customers as of 2021-year end 21 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n Community and environment AMP is committed to responsible investment, taking a long-term view of how our investments will balance improved financial outcomes for our customers, and foster a sustainable and equitable future for everyone in our community. Environmental, Social and Governance (ESG) factors are important considerations in our investment decisions. AMP also recognises it must contribute to the global move to net zero by 2050. As a diversified financial services company, climate change impacts and our ability to drive action to address climate change differs across our portfolio of businesses. AMP has a strong tradition of community investment and for the past 30 years, this support has been delivered by the AMP Foundation, one of Australia’s largest corporate foundations. AMP continues to drive action on climate action in 2021 by: MAINTAINING A- LEADERSHIP RATING on CDP benchmark (aligned to Task Force on Climate-related Financial Disclosure framework) ACHIEVING CARBON NEUTRALITY ACROSS OUR GLOBAL OPERATIONS for our 9th year and a 22% reduction on scope 1 and 2 emissions from 2020 In 2021, the AMP Foundation, alongside other areas of the business, made significant contributions to the communities in which we operate including: FUNDING THREE NEW PARTNERSHIPS WITH NON-PROFITS that support financial counselling and financial capability programs and services across Australia in line with the Foundation’s strategic focus on financial wellbeing DONATING $1 MILLION IN GRANTS through the AMP Tomorrow Fund to help 27 Australians working in diverse fields – including the arts, medical research, social enterprise, education, disability support – to find new solutions to community issues OVERVIEW To AMP, sustainability is our ability to meet the needs of the present without compromising future generations. As custodians of our customers’ money and future, we face complex economic, social and environmental challenges which bring both risks and opportunities to our customers, our people and partners and our community and environment. Customers Serving customers well through competitive, high-performing services is critical to the sustainability of financial services companies. We are focused on providing a positive experience when customers choose AMP to help them achieve their goals, across our range of services from investment management, superannuation, banking and advice. Our focus is continuing to build a culture that has customers at the forefront of our thinking and decision making. We seek to understand our customers’ needs, listen to their feedback and empower our customer facing teams to provide service excellence. AMP is also committed to  supporting fair and equitable outcomes for customers experiencing vulnerability or when complaints arise. AMP proactively supports customers who face hardship or have been impacted by economic disruption caused by COVID-19. This approach helps us build positive, long-term relationships with our customers. HELPED MORE THAN DELIVERED SOLUTIONS FOR 160,000+ 359 customers with their banking needs and provided over institutional clients in Australia and New Zealand and 10,700+ 397 new home loans internationally through AMP Capital PROVIDED CONTINUED SUPPORT to customers experiencing financial hardship, including processing +3,300 SUPERANNUATION WITHDRAWALS on hardship and compassionate grounds valued at $36m  A comprehensive overview of AMP’s annual sustainability performance can be found in our Sustainability report online at corporate.amp.com.au/about-amp/corporate-sustainability 22 BOARD OF DIRECTORS DEBRA HAZELTON CHAIR BA (Hons), MCom, GAICD ALEXIS GEORGE CHIEF EXECUTIVE OFFICER BCom, FCA Alexis George was appointed Chief Executive Officer (CEO) of AMP Limited in August 2021. She is responsible for leading the AMP business. In addition, Alexis was appointed to the AMP Limited Board and AMP Bank Limited Board in August 2021. EXPERIENCE Alexis has more than 25 years’ experience in the financial services industry in Australia and overseas. She spent seven years at ANZ, most recently as the Deputy Chief Executive Officer, working to drive group-wide strategic initiatives in addition to responsibility for shared service centres and banking services. As the Group Executive Wealth Australia, Alexis led ANZ’s ~$4 billion wealth divestment program, including the separation and sale of its life insurance and superannuation businesses. Prior to ANZ, Alexis spent 10 years with ING Group in a number of senior roles including CEO Czech Republic and Slovakia responsible for banking, insurance and funds management and Regional Chief Operating Officer (COO) Asia responsible for product, marketing, technology and operations. Government and community involvement: – Member, Institute of Chartered Accountants – Graduate, Australian Institute of Company Directors – Member, Chief Executive Women. Debra was appointed to the AMP Limited Board as a non-executive director in June 2019 and as the Chair in August 2020. She is also the Chair of the Nomination Committee and is a member of the Remuneration, Audit and Risk Committees. Debra is the Chair of the AMP Bank Limited Board and is a member of its Audit and Risk Committees. In addition, Debra was appointed to the AMP Capital Holdings Limited Board in June 2018. EXPERIENCE Debra brings significant experience from more than 30 years in global financial services, including as the local Chief Executive of Mizuho Bank in Australia and Commonwealth Bank (CBA) in Japan. She has expertise across global corporate culture transformation, institutional banking, risk management, treasury, financial markets and human resource management. Debra is also a non-executive director on the boards of Treasury Corporation of Victoria and Persol Asia Pacific Pte Ltd (Singapore) and Vice President of the Australia-Japan Business Cooperation Committee. Her previous board experience includes Australia-Japan Foundation, Australian Financial Markets Association (AFMA), Asia Society and Women in Banking and Finance. She has graduate and post-graduate degrees in Japanese language, literature and philosophy as well as economics and finance. Directorships of other ASX listed companies: None Government and community involvement: – Director, Treasury Corporation of Victoria (appointed August 2018) – Vice President, Australia-Japan Business Cooperation Committee (AJBCC) (appointed October 2020) – Member, Australian Chamber Orchestra – Japan Advisory Committee (appointed May 2019) – Adviser, Japan Women’s Innovation Network (appointed December 2020) – Member, Chief Executive Women (CEW) Australia (appointed January 2020) 22 BOARD OF DIRECTORS DEBRA HAZELTON CHAIR BA (Hons), MCom, GAICD ALEXIS GEORGE CHIEF EXECUTIVE OFFICER BCom, FCA RAHOUL CHOWDRY INDEPENDENT, NON-EXECUTIVE DIRECTOR BCom, FCA MIKE HIRST INDEPENDENT, NON-EXECUTIVE DIRECTOR BCom, SFF Debra was appointed to the AMP Limited Board as a non-executive Alexis George was appointed Chief Executive Officer (CEO) director in June 2019 and as the Chair in August 2020. She is also of AMP Limited in August 2021. She is responsible for leading the Chair of the Nomination Committee and is a member of the the AMP business. Remuneration, Audit and Risk Committees. In addition, Alexis was appointed to the AMP Limited Board and Debra is the Chair of the AMP Bank Limited Board and is a member AMP Bank Limited Board in August 2021. of its Audit and Risk Committees. In addition, Debra was appointed to the AMP Capital Holdings EXPERIENCE Limited Board in June 2018. EXPERIENCE Debra brings significant experience from more than 30 years in global financial services, including as the local Chief Executive Alexis has more than 25 years’ experience in the financial services industry in Australia and overseas. She spent seven years at ANZ, most recently as the Deputy Chief Executive Officer, working to drive group-wide strategic initiatives in addition to responsibility for shared service centres and banking services. of Mizuho Bank in Australia and Commonwealth Bank (CBA) As the Group Executive Wealth Australia, Alexis led ANZ’s in Japan. She has expertise across global corporate culture ~$4 billion wealth divestment program, including the separation transformation, institutional banking, risk management, treasury, and sale of its life insurance and superannuation businesses. financial markets and human resource management. Prior to ANZ, Alexis spent 10 years with ING Group in a number Debra is also a non-executive director on the boards of of senior roles including CEO Czech Republic and Slovakia Treasury Corporation of Victoria and Persol Asia Pacific Pte Ltd responsible for banking, insurance and funds management and (Singapore) and Vice President of the Australia-Japan Business Regional Chief Operating Officer (COO) Asia responsible for Cooperation Committee. Her previous board experience includes product, marketing, technology and operations. Government and community involvement: – Member, Institute of Chartered Accountants – Graduate, Australian Institute of Company Directors – Member, Chief Executive Women. Australia-Japan Foundation, Australian Financial Markets Association (AFMA), Asia Society and Women in Banking and Finance. She has graduate and post-graduate degrees in Japanese language, literature and philosophy as well as economics and finance. Directorships of other ASX listed companies: None Government and community involvement: – Director, Treasury Corporation of Victoria (appointed August 2018) – Vice President, Australia-Japan Business Cooperation Committee (AJBCC) (appointed October 2020) – Member, Australian Chamber Orchestra – Japan Advisory Committee (appointed May 2019) – Adviser, Japan Women’s Innovation Network (appointed December 2020) – Member, Chief Executive Women (CEW) Australia (appointed January 2020) Rahoul was appointed to the AMP Limited Board as a non-executive director in January 2020. He is a member of the Remuneration, Nomination, Audit and Risk Committees and was appointed as Chairman of the Risk Committee in May 2020. At the same time, he was appointed to the AMP Bank Limited Board and is a member of its Audit Committee and the Chairman of the Risk Committee. EXPERIENCE Rahoul has over 40 years’ experience in professional services, advising complex multinational organisations in Australia and overseas. He is currently Partner and National Leader of Minter Ellison Consulting’s financial services practice in Australia. Prior to this, Rahoul was a Senior Partner at PwC for almost 30 years, where he undertook a number of leadership roles, delivering audit, assurance and risk consulting services to major financial institutions in Australia, Canada and the United Kingdom. Directorships of other ASX listed companies: None Government and community involvement: – Member, Reserve Bank of Australia, Audit Committee (appointed February 2018) Mike was appointed to the AMP Limited Board as a non-executive director in July 2021 and is a member of the Audit, Nomination, Risk and Remuneration Committees. At the same time, Mike was appointed to the AMP Bank Limited Board and its Audit and Risk Committees. EXPERIENCE Mike has more than 40 years of experience in board and senior executive leadership roles within retail banking, treasury, funds management and financial markets. He was the Managing Director of Bendigo and Adelaide Bank from 2009 to 2018 and prior to this worked in senior executive and management positions with Colonial Limited, Westpac Banking Corporation and Chase AMP Bank. Mike served as Deputy Chairman of the Treasury Corporation of Victoria and previously held non-executive directorships with Austraclear Limited, Colonial First State, Rural Bank and Barwon Health Limited. He was a Commissioner on the Federal Government’s National COVID-19 Commission Advisory Board, a member of the Federal Government’s Financial Sector Advisory Council and was Deputy Chairman of the Australian Banking Association. Directorships of other ASX listed companies: – Non-executive director of AMCIL Limited (appointed January 2019) – Non-executive director of Butn Limited (appointed 14 September 2020) Directorships of other companies: – Non-executive director of GMHBA Limited (appointed July 2018) Government and community involvement: – Deputy Chairman of Racing Victoria (appointed October 2016) – Member of the Australian Institute of Company Directors (appointed 15 April 2003) – Senior Fellow of FINSIA (appointed 4 September 2003) – Honorary Member of the Business Council of Australia (appointed July 2018) 23 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 24 BOARD OF DIRECTORS continued KATE MCKENZIE INDEPENDENT, NON-EXECUTIVE DIRECTOR BA, LLB, GAICD JOHN O’SULLIVAN INDEPENDENT, NON-EXECUTIVE DIRECTOR BA, LLB, LLM, FAICD Kate was appointed to the AMP Limited Board as a non-executive director in November 2020 and is a member of the Audit, Nomination, Risk and Remuneration Committees. At the same time, Kate was appointed to the AMP Bank Limited Board and its Audit and Risk Committees. John was appointed to the AMP Limited Board in June 2018. He was appointed a member of the Audit, Nomination, Risk and Remuneration Committees in January 2019. In February 2019, John was appointed to the AMP Bank Limited Board and as a member of its Audit and Risk Committees. EXPERIENCE Kate has more than 25 years of experience in other board and senior executive leadership roles. She was appointed as Chair of NBN Co. on 1 January 2022 and was previously a non-executive director. Kate is also a non-executive director of Healius Limited and Stockland Corporation Limited. She has previously served on the boards of Allianz Australia, Foxtel, Telstra Ventures, Sydney Water and Workcover. Kate was the Chief Executive Officer of Chorus, the New Zealand telecommunication group, listed on the ASX and NZX, from February 2017 to December 2019, and held several executive roles at Telstra, including as Chief Operating Officer, prior to this. Kate has a track record for leading change and managing diverse stakeholders across government, communities, investors and employees. Directorships of other ASX listed companies: – Stockland Corporation Limited (appointed December 2019) – Healius Limited (appointed 25 February 2021) Government and community involvement: – Member, Chief Executive Women (CEW) Australia (January 2006) EXPERIENCE John has over 40 years’ experience in the legal and financial services sectors in Australia. He started his career at Freehill Hollingdale & Page (Herbert Smith Freehills), later becoming a partner at the firm where he was recognised as one of Australia’s leading corporate and mergers and acquisitions lawyers. From 2003 to 2008, John was General Counsel of the Commonwealth Bank of Australia before spending 10 years at Credit Suisse Australia where he was Executive Chairman, Investment Banking and Capital Markets, Australia until February 2018. John is a member of the Takeovers Panel. He holds a Bachelor of Laws and Bachelor of Arts from the University of Sydney and a Master of Laws from the University of London. Directorships of other ASX listed companies: None Government and community involvement: – Ambassador of the Australian Indigenous Education Foundation (appointed 2008) – Director of Serendipity Capital Holding Limited (appointed April 2020) 24 BOARD OF DIRECTORS continued KATE MCKENZIE JOHN O’SULLIVAN INDEPENDENT, NON-EXECUTIVE DIRECTOR INDEPENDENT, NON-EXECUTIVE DIRECTOR BA, LLB, GAICD BA, LLB, LLM, FAICD MICHAEL SAMMELLS INDEPENDENT, NON-EXECUTIVE DIRECTOR BBus, FCPA, GAICD ANDREA SLATTERY INDEPENDENT, NON-EXECUTIVE DIRECTOR BAcc, MCom, FCPA, FCA, FSSA, FAICD, GCB.D Kate was appointed to the AMP Limited Board as a non-executive John was appointed to the AMP Limited Board in June 2018. director in November 2020 and is a member of the Audit, He was appointed a member of the Audit, Nomination, Nomination, Risk and Remuneration Committees. At the same Risk and Remuneration Committees in January 2019. time, Kate was appointed to the AMP Bank Limited Board and its Audit and Risk Committees. In February 2019, John was appointed to the AMP Bank Limited Board and as a member of its Audit and Risk Committees. EXPERIENCE EXPERIENCE Kate has more than 25 years of experience in other board and senior executive leadership roles. John has over 40 years’ experience in the legal and financial services sectors in Australia. He started his career She was appointed as Chair of NBN Co. on 1 January 2022 and was at Freehill Hollingdale & Page (Herbert Smith Freehills), previously a non-executive director. Kate is also a non-executive later becoming a partner at the firm where he was recognised director of Healius Limited and Stockland Corporation Limited. as one of Australia’s leading corporate and mergers and She has previously served on the boards of Allianz Australia, acquisitions lawyers. Foxtel, Telstra Ventures, Sydney Water and Workcover. Kate was the Chief Executive Officer of Chorus, the New Zealand telecommunication group, listed on the ASX and NZX, from February 2017 to December 2019, and held several executive roles at Telstra, including as Chief Operating Officer, prior to this. From 2003 to 2008, John was General Counsel of the Commonwealth Bank of Australia before spending 10 years at Credit Suisse Australia where he was Executive Chairman, Investment Banking and Capital Markets, Australia until February 2018. John is a member of the Takeovers Panel. He holds a Bachelor of Laws and Bachelor of Arts Kate has a track record for leading change and managing from the University of Sydney and a Master of Laws from the diverse stakeholders across government, communities, investors University of London. and employees. Directorships of other ASX listed companies: – Stockland Corporation Limited (appointed December 2019) – Healius Limited (appointed 25 February 2021) Directorships of other ASX listed companies: None Government and community involvement: – Ambassador of the Australian Indigenous Education Foundation (appointed 2008) Government and community involvement: – Director of Serendipity Capital Holding Limited (appointed April 2020) – Member, Chief Executive Women (CEW) Australia (January 2006) Michael was appointed to the AMP Limited Board as a non-executive director in March 2020. He is the Chairman of the Remuneration Committee and a member of the Audit, Nomination and Risk Committees. In March 2020, Michael was also appointed to the AMP Bank Limited Board and is a member of its Audit and Risk Committees. Andrea was appointed to the AMP Limited Board as a non-executive director in February 2019 and is a member of the Audit, Nomination, Risk and Remuneration Committees. At the same time, she was appointed to the AMP Bank Limited Board and its Audit and Risk Committees. She was appointed Chair of the AMP and AMP Bank Audit Committees in May 2019. Michael is also the Chairman of the AMP Capital Holdings Limited Board. EXPERIENCE Michael has over 35 years of professional experience, with significant experience in senior executive financial and commercial roles. His experience as Chief Financial Officer spans over 20 years from 1999 to 2019, where he held this role in government, private and ASX-listed companies. Michael is also a non-executive director of Sigma Healthcare Limited and has served on numerous private boards for the past 12 years. Directorships of other ASX listed companies: – Sigma Healthcare Limited (appointed February 2020) EXPERIENCE Andrea has substantial experience as a non-executive director and senior executive in financial services, retirement and superannuation, government relations, clean energy and low emissions technologies, infrastructure, professional services, academia, investment and innovation, spanning more than 29 years. Andrea was the managing director and CEO of the SMSF Association for 14 years from 2003 to 2017, which she cofounded. Prior to this, Andrea was a financial adviser, as well as founding her own tax consulting and advisory business. Andrea attained the Global Competent Boards ESG (GCB.D) in 2021. Her previous Government Advisory Committee appointments include the Federal Government’s Innovation Investment Partnership, Stronger Super Peak Consultative Group, Superannuation Advisory Group, the Future of Financial Advice, the Shadow Ministry’s Infrastructure and Innovation and Superannuation and Industry Partnerships. Directorships of other ASX listed companies: – Argo Global Listed Infrastructure (appointed April 2015) Government and community involvement: – Director of Clean Energy Finance Corporation (appointed February 2018) – Deputy Chair of Woomera Prohibited Area Advisory Board (appointed July 2019) 25 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 26 MANAGEMENT TEAM ALEXIS GEORGE BCom, FCA CHIEF EXECUTIVE OFFICER Alexis George was appointed Chief Executive Officer (CEO) of AMP Limited in August 2021. She is responsible for leading the AMP business. In addition, Alexis was appointed to the AMP Limited Board and AMP Bank Limited Board in August 2021. EXPERIENCE Alexis has more than 25 years’ experience in the financial services industry in Australia and overseas. She spent seven years at ANZ, most recently as the Deputy Chief Executive Officer, working to drive group-wide strategic initiatives in addition to responsibility for shared service centres and banking services. As the Group Executive Wealth Australia, Alexis led ANZ’s ~$4 billion wealth divestment program, including the separation and sale of its life insurance and superannuation businesses. Prior to ANZ, Alexis spent 10 years with ING Group in a number of senior roles including CEO Czech Republic and Slovakia responsible for banking, insurance and funds management and Regional COO Asia responsible for product, marketing, technology and operations. Alexis is a member of the Institute of Chartered Accountants and a graduate of the Australian Institute of Company Directors. She is a member of Chief Executive Women. JAMES GEORGESON BAcc, MCom, CA CHIEF FINANCIAL OFFICER James was appointed Chief Financial Officer (CFO) in February 2020 after previously holding the position of Acting CFO from August 2019. James’ portfolio is also responsible for strategic partnerships. Prior to this, he was Deputy Chief Financial Officer of AMP, with responsibility for AMP’s group performance reporting, strategic planning and forecasting, portfolio and capital management and AMP’s mergers and acquisitions functions. James was appointed to the AMP Capital Holdings Limited Board in September 2020. EXPERIENCE Since joining AMP in 2001, James has held senior finance positions across the group including Chief Financial Officer (AMP wealth management), Director of Group Finance, Chief Financial Officer (AMP New Zealand), Chief Risk Officer and Director of Strategy (AMP New Zealand). James has 20 years’ experience in the finance Industry. James holds a Master of Commerce from Macquarie University, Bachelor of Accounting from University of Technology Sydney, and is a Chartered Accountant with the Institute of Chartered Accountants of Australia and New Zealand. DAVID CULLEN BCom, LLB, LLM GROUP GENERAL COUNSEL David joined AMP in September 2004 and was appointed Group General Counsel in May 2018. David has group-wide responsibility for AMP’s legal and governance functions. EXPERIENCE David has over 25 years’ experience in the legal profession, with extensive experience in the areas of M&A corporate law and corporate governance, having worked in law firms in Perth and Sydney and with the ASX. Prior to his appointment as Group General Counsel, David was the Group Company Secretary and General Counsel, Governance at AMP, which included acting as Company Secretary for AMP Limited. David also worked full time on AMP’s merger with AXA APH. David holds a Bachelor of Commerce and Bachelor of Laws from the University of WA and a Master of Laws from the University of Sydney. He is a Fellow of the Governance Institute of Australia. 26 MANAGEMENT TEAM Alexis George was appointed Chief Executive Officer (CEO) of AMP Limited in August 2021. She is responsible for leading the AMP business. In addition, Alexis was appointed to the AMP Limited Board and AMP Bank CHIEF EXECUTIVE OFFICER ALEXIS GEORGE BCom, FCA Limited Board in August 2021. EXPERIENCE Alexis has more than 25 years’ experience in the financial services industry in Australia and overseas. She spent seven years at ANZ, most recently as the Deputy Chief Executive Officer, working to drive group-wide strategic initiatives in addition to responsibility for shared service centres and banking services. As the Group Executive Wealth Australia, Alexis led ANZ’s ~$4 billion wealth divestment program, including the separation and sale of its life insurance and superannuation businesses. Prior to ANZ, Alexis spent 10 years with ING Group in a number of senior roles including CEO Czech Republic and Slovakia responsible for banking, insurance and funds management and Regional COO Asia responsible for product, marketing, technology and operations. Alexis is a member of the Institute of Chartered Accountants and a graduate of the Australian Institute of Company Directors. She is a member of Chief Executive Women. JAMES GEORGESON BAcc, MCom, CA CHIEF FINANCIAL OFFICER James was appointed Chief Financial Officer (CFO) in February 2020 after previously holding the position of Acting CFO from August 2019. James’ portfolio is also responsible for strategic partnerships. Prior to this, he was Deputy Chief Financial Officer of AMP, with responsibility for AMP’s group performance reporting, strategic planning and forecasting, portfolio and capital management and AMP’s mergers and acquisitions functions. James was appointed to the AMP Capital Holdings Limited Board in September 2020. EXPERIENCE finance Industry. Since joining AMP in 2001, James has held senior finance positions across the group including Chief Financial Officer (AMP wealth management), Director of Group Finance, Chief Financial Officer (AMP New Zealand), Chief Risk Officer and Director of Strategy (AMP New Zealand). James has 20 years’ experience in the James holds a Master of Commerce from Macquarie University, Bachelor of Accounting from University of Technology Sydney, and is a Chartered Accountant with the Institute of Chartered Accountants of Australia and New Zealand. DAVID CULLEN BCom, LLB, LLM EXPERIENCE David joined AMP in September 2004 and was appointed Group General Counsel in May 2018. David has group-wide responsibility for AMP’s legal and governance functions. GROUP GENERAL COUNSEL David has over 25 years’ experience in the legal profession, with extensive experience in the areas of M&A corporate law and corporate governance, having worked in law firms in Perth and Sydney and with the ASX. Prior to his appointment as Group General Counsel, David was the Group Company Secretary and General Counsel, Governance at AMP, which included acting as Company Secretary for AMP Limited. David also worked full time on AMP’s merger with AXA APH. David holds a Bachelor of Commerce and Bachelor of Laws from the University of WA and a Master of Laws from the University of Sydney. He is a Fellow of the Governance Institute of Australia. SCOTT HARTLEY BBA, CAICD CHIEF EXECUTIVE, AUSTRALIAN WEALTH MANAGEMENT Scott was appointed Chief Executive Officer (CEO) of Australian Wealth Management (previously known as AMP Australia) in January 2021. As a retail-focused business, Australian Wealth Management supports customers with financial advice, superannuation and investment management platforms. EXPERIENCE Scott Hartley has more than 25 years’ experience in executive management roles including 20 years in the wealth management industry. Most recently, Scott was the CEO of Sunsuper. Under his leadership from 2014 to 2019, Sunsuper grew to become the fourth largest by number of clients and the fastest growing ‘Top 10’ superannuation and retirement business. Strong organic growth of the business was also supplemented by two successful mergers with Kinetic Super (A$4 billion and 250,000 members) and Austsafe Super (A$2.7 billion and 100,000 members). Prior to Sunsuper, Scott was the Executive General Manager of Corporate and Institutional Wealth at NAB Wealth from 2009 to 2013, including leading subsidiaries Plum Financial Services and Jana Investment Advisors. Scott is also a Fellow of the Association of Super Funds in Australia and a Governor of the American Chamber of Commerce in Australia. SHAWN JOHNSON BS, MSc, MBA CHIEF EXECUTIVE, AMP CAPITAL Shawn Johnson was appointed Chief Executive Officer (CEO) of AMP Capital in June 2021. As CEO, Shawn leads AMP Capital globally, managing a range of asset classes including real estate, infrastructure equity, infrastructure debt, equities and fixed income on behalf of retail and institutional clients.  EXPERIENCE Shawn is an accomplished global asset management executive, serving as Senior Managing Director and Chairman of the Investment Committee for State Street Global Advisors (SSGA) from 2003 to 2012, and prior to that as Director of Global Fundamental Research. During his time with SSGA, assets under management rose from US$390 billion to US$2.1 trillion. During his time at SSGA, Shawn served on the Board of Directors for The Tuckerman Group – a real estate investment management business – and Global Alliance – a holding company of boutique asset management companies around the world. He was also a member of SSGA’s investment committees for real estate investments and private asset management. Mr Johnson was appointed as Chairman of the Financial Services Sector Coordinating Council (FSSCC) from 2008 to 2010 – a private sector organisation that coordinates US homeland security and critical infrastructure projects with US federal financial regulators. He also served as Board Chair of the Association of Institutional Investors. Shawn has extensive experience in technology, having worked as a senior executive at MGA Software and TMT Software Company in the 1990s with large international institutional clients across a range of industries. He began his career at General Electric’s Aerospace Business Group and has also served as Lieutenant in the US Navy Reserve. 27 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 28 MANAGEMENT TEAM continued REBECCA NASH BBus, GAICD, GradCert CHIEF PEOPLE OFFICER Rebecca was appointed the Chief People Officer in November 2021, and is responsible for leading human capital strategy, employee experience, talent and succession, leadership, performance, remuneration, recruitment, diversity and inclusion, cultural transformation and employee development. Rebecca joined AMP in April 2020 as Group Director People. EXPERIENCE Rebecca has more than 25 years of local and global multi-sector experience. Prior to joining AMP, she spent seven years at Perpetual as the Group Executive, People & Culture where her portfolio included sustainability and business transformation. During her time at Perpetual, Rebecca served as a Director of Perpetual Trustee Company. Prior to Perpetual, Rebecca held senior roles with National Australia Bank and Accenture. SEAN O’MALLEY MBA, BCom, FIML GROUP EXECUTIVE, AMP BANK Sean O’Malley was appointed the Group Executive of AMP Bank in September 2021. He is responsible for the management and growth of AMP Bank. EXPERIENCE Sean joined AMP in May 2013 and has over 25 years of experience in delivering enhanced business results, predominately in financial services industries. He has deep and broad leadership experience, having performed multiple roles across the AMP business including as Director of AMP Contact Centres and Operations Transformation with a focus on transforming the customer experience, and Director of AMP Direct, where he designed the organisational structure and operating model of AMP’s direct-to-client advice model. Sean joined the bank as Director of Technology and Operations in 2016, focused on leading capability and technology enhancements, and the Future AMP Bank Core Program. In April 2021, Sean was appointed to Managing Director AMP Bank. Sean is responsible for leading the bank, delivering its future growth strategy, uplifting its digital capability and ensuring the ongoing delivery of high-quality products and services to customers. NICOLA RIMMER-HOLLYMAN BA (Hons), MSc ACTING GROUP CHIEF RISK OFFICER Nicola joined AMP in August 2019 as Head of Internal Audit and became Chief Audit Executive in February 2020. She was appointed Acting 1 Group Chief Risk Officer in February 2022, leading AMP’s Risk Management function across the group. EXPERIENCE Nicola has more than 25 years of experience in financial services, both domestically and internationally, during which time she has built a deep understanding of regulation, risk, governance and control. Nicola has held various roles in financial services organisations and regulators, including most recently with ANZ as General Manager of Audit for the Wealth business, and at Barclays, HBOS and the Financial Services Authority in the UK. Nicola is also a Past President of the Chartered Institute of Internal Audit in the UK and a former board member of the Global Institute of Internal Audit. Nicola holds a Bachelor of Arts (Honours) from Middlesex University and a Masters in Audit Management and Consultancy from the University of Central England. 1 Nicola was appointed as Acting Group Chief Risk Officer following the decision of Phil Pakes to step down from the role in February 2022. 28 MANAGEMENT TEAM continued REBECCA NASH BBus, GAICD, GradCert CHIEF PEOPLE OFFICER Rebecca was appointed the Chief People Officer in November 2021, and is responsible for leading human capital strategy, employee experience, talent and succession, leadership, performance, remuneration, recruitment, diversity and inclusion, cultural transformation and employee development. Rebecca joined AMP in April 2020 as Group Director People. EXPERIENCE and Accenture. Rebecca has more than 25 years of local and global multi-sector experience. Prior to joining AMP, she spent seven years at Perpetual as the Group Executive, People & Culture where her portfolio included sustainability and business transformation. During her time at Perpetual, Rebecca served as a Director of Perpetual Trustee Company. Prior to Perpetual, Rebecca held senior roles with National Australia Bank SEAN O’MALLEY MBA, BCom, FIML GROUP EXECUTIVE, AMP BANK Sean O’Malley was appointed the Group Executive of AMP Bank in September 2021. He is responsible for the management and growth of AMP Bank. EXPERIENCE Sean joined AMP in May 2013 and has over 25 years of experience in delivering enhanced business results, predominately in financial services industries. He has deep and broad leadership experience, having performed multiple roles across the AMP business including as Director of AMP Contact Centres and Operations Transformation with a focus on transforming the customer experience, and Director of AMP Direct, where he designed the organisational structure and operating model of AMP’s direct-to-client advice model. Sean joined the bank as Director of Technology and Operations in 2016, focused on leading capability and technology enhancements, and the Future AMP Bank Core Program. In April 2021, Sean was appointed to Managing Director AMP Bank. Sean is responsible for leading the bank, delivering its future growth strategy, uplifting its digital capability and ensuring the ongoing delivery of high-quality products and services to customers. NICOLA RIMMER-HOLLYMAN ACTING GROUP CHIEF RISK OFFICER Nicola joined AMP in August 2019 as Head of Internal Audit and became Chief Audit Executive in February 2020. She was appointed Acting 1 Group Chief Risk Officer in February 2022, leading AMP’s Risk Management function across the group. BA (Hons), MSc EXPERIENCE Nicola has more than 25 years of experience in financial services, both domestically and internationally, during which time she has built a deep understanding of regulation, risk, governance and control. Nicola has held various roles in financial services organisations and regulators, including most recently with ANZ as General Manager of Audit for the Wealth business, and at Barclays, HBOS and the Financial Services Authority in the UK. Nicola is also a Past President of the Chartered Institute of Internal Audit in the UK and a former board member of the Global Institute of Internal Audit. Nicola holds a Bachelor of Arts (Honours) from Middlesex University and a Masters in Audit Management and Consultancy from the University of Central England. 1 Nicola was appointed as Acting Group Chief Risk Officer following the decision of Phil Pakes to step down from the role in February 2022. FELICIA TREWIN BEc, GradDipProjMgt CHIEF TECHNOLOGY OFFICER Felicia is a globally-experienced technologist and leader with over two decades of experience working across an array of blue chip organisations. She was announced as AMP’s Chief Technology Officer in December 2021, joining the business in March 2022. EXPERIENCE Felicia joined AMP from Australian Super where she led the Technology function for four years and was a member of the Executive Committee. Between 2014 and 2018, Felicia worked at ANZ, starting as the Global Head of Technology for Corporate and Commercial banking, where she was responsible for delivering end-to-end technology services for over 450,000 business banking customers, and nearly 3,000 staff. Prior to ANZ, Felicia was a Director in Deloitte UK’s Financial Services Technology Consulting practice where she focused on large-scale outsourcing and commercial rerstructuring, and leading complex transformation programs. Felicia’s early career included roles with Andersen Consulting in Australia and the US and at Microsoft in the US and the UK, where she led global operational and call centre services. BLAIR VERNON CHIEF EXECUTIVE, NEW ZEALAND WEALTH MANAGEMENT Blair joined AMP in 2009 and became Chief Executive AMP Wealth Management, New Zealand in 2019. EXPERIENCE Blair was previously Managing Director from January 2017, and prior to this served as AMP’s Director Retail Financial Services; Director of Advice & Sales and General Manager Marketing and Distribution. Blair has over 25 years’ experience across the Financial Services sector in New Zealand and Australia. From August 2020 to January 2021, Blair also served as Acting CEO for AMP Australia, where he was responsible for AMP’s wealth management and banking divisions with a focus on strengthening client-led outcomes. 29 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 30 Directors’ report for the year ended 31 December 2021 ABOUT THE DIRECTORS’ REPORT This directors’ report provides information on the structure and progress of our business, our 2021 financial performance, our strategies and prospects for the future and the key risks we face. It covers AMP Limited and the entities it controlled during the year ended 31 December 2021. OPERATING AND FINANCIAL REVIEW Principal activities AMP is a leading wealth management company in Australia and New Zealand offering customers financial advice and superannuation, retirement income, banking and investment products across a portfolio of businesses. We also provide corporate superannuation products and services for workplace super and self-managed superannuation funds (SMSFs). In AMP Capital, we manage investments across a number of major asset classes for domestic and international clients. AMP holds several strategic partnerships including: – – 19.99% equity interest in China Life Pension Company (CLPC) 14.97% equity interest in China Life AMP Asset Management Company Ltd (CLAMP), a fund management company which offers retail and institutional investors in China access to leading investment solutions – 24.90% equity interest in US real estate investment manager, PCCP LLC During the year AMP agreed to sell its 19.13% equity interest in Resolution Life Australasia for $524 million and this transaction is expected to complete in 1H 2022 subject to regulatory approvals. For the purposes of this report, our business is divided into four areas: AMP Bank, Australian Wealth Management, New Zealand Wealth Management and AMP Capital. Description of business units AMP Bank offers residential mortgages, deposits and transactional banking. The Bank continues to focus on growth through investing in technology to streamline the origination process, improving the experience for both customers and intermediaries. As at 31 December 2021, AMP Bank helped around 161,900 clients with their banking needs and provided over 10,700 new home loans. Australian Wealth Management (AWM) comprises of three different business lines providing advice, superannuation, retirement income and managed investments products: – Platforms includes superannuation, retirement and investment products through which managed funds, managed portfolios, listed securities, term deposits and guarantee investment options can be accessed to build a personalised investment portfolio. The flagship North platform is an award-winning online wrap platform which continues to deliver on its commitment of strengthening and broadening investment choice for our clients and providing a contemporary platform for advisers to manage their clients’ funds. – Master Trust offers the largest single retail superannuation product set in Australia (SignatureSuper) with around 850,000 customers. The highly rated SignatureSuper offer consists of three products across super and pension. The open investment menu caters to different risk profiles with exposure to a range of professional managers in order to meet the needs and goals of customers. The Master Trust business delivers high quality member services, with strong administration, contact centre and digital capabilities. It also has a proven pedigree in managing corporate super plans with complex and tailored benefit designs, including defined benefits. – Advice provides professional services to a network of aligned and external financial advisers (EFAs). These advisers provide financial advice and wealth solutions to their clients, including retirement planning, investments and financing. In addition to supporting a network of professional advisers, the Advice business partners with a number of aligned advice businesses via equity ownership to support the growth and development of these businesses. New Zealand Wealth Management encompasses the wealth management, financial advice and distribution business in New Zealand. It provides clients with a variety of wealth management solutions including KiwiSaver, corporate superannuation, retail investments, a wrap investment management platform and distribution of general insurance. 30 Directors’ report for the year ended 31 December 2021 ABOUT THE DIRECTORS’ REPORT This directors’ report provides information on the structure and progress of our business, our 2021 financial performance, our strategies and prospects for the future and the key risks we face. It covers AMP Limited and the entities it controlled during the year ended 31 December 2021. OPERATING AND FINANCIAL REVIEW Principal activities AMP is a leading wealth management company in Australia and New Zealand offering customers financial advice and superannuation, retirement income, banking and investment products across a portfolio of businesses. We also provide corporate superannuation products and services for workplace super and self-managed superannuation funds (SMSFs). In AMP Capital, we manage investments across a number of major asset classes for domestic and international clients. AMP holds several strategic partnerships including: 19.99% equity interest in China Life Pension Company (CLPC) – – and institutional investors in China access to leading investment solutions – 24.90% equity interest in US real estate investment manager, PCCP LLC 14.97% equity interest in China Life AMP Asset Management Company Ltd (CLAMP), a fund management company which offers retail During the year AMP agreed to sell its 19.13% equity interest in Resolution Life Australasia for $524 million and this transaction is expected to complete in 1H 2022 subject to regulatory approvals. For the purposes of this report, our business is divided into four areas: AMP Bank, Australian Wealth Management, New Zealand Wealth Management and AMP Capital. Description of business units AMP Bank offers residential mortgages, deposits and transactional banking. The Bank continues to focus on growth through investing in technology to streamline the origination process, improving the experience for both customers and intermediaries. As at 31 December 2021, AMP Bank helped around 161,900 clients with their banking needs and provided over 10,700 new home loans. Australian Wealth Management (AWM) comprises of three different business lines providing advice, superannuation, retirement income and managed investments products: – Platforms includes superannuation, retirement and investment products through which managed funds, managed portfolios, listed securities, term deposits and guarantee investment options can be accessed to build a personalised investment portfolio. The flagship North platform is an award-winning online wrap platform which continues to deliver on its commitment of strengthening and broadening investment choice for our clients and providing a contemporary platform for advisers to manage their clients’ funds. – Master Trust offers the largest single retail superannuation product set in Australia (SignatureSuper) with around 850,000 customers. The highly rated SignatureSuper offer consists of three products across super and pension. The open investment menu caters to different risk profiles with exposure to a range of professional managers in order to meet the needs and goals of customers. The Master Trust business delivers high quality member services, with strong administration, contact centre and digital capabilities. It also has a proven pedigree in managing corporate super plans with complex and tailored benefit designs, including defined benefits. – Advice provides professional services to a network of aligned and external financial advisers (EFAs). These advisers provide financial advice and wealth solutions to their clients, including retirement planning, investments and financing. In addition to supporting a network of professional advisers, the Advice business partners with a number of aligned advice businesses via equity ownership to support the growth and development of these businesses. New Zealand Wealth Management encompasses the wealth management, financial advice and distribution business in New Zealand. It provides clients with a variety of wealth management solutions including KiwiSaver, corporate superannuation, retail investments, a wrap investment management platform and distribution of general insurance. AMP Capital is a diversified investment manager across major asset classes including infrastructure debt, infrastructure equity and real estate which make up its Private Markets business, Global Equities and Fixed Income (GEFI), diversified, multi-manager and multi-asset funds which make up its Public Markets business. AMP Capital’s aspiration is to build a leading global private markets platform, underpinned by equity investments in infrastructure and real estate. On 23 April 2021, following the conclusion of AMP’s portfolio review, AMP announced the intention to demerge AMP Capital’s Private Markets business, consisting of infrastructure equity, infrastructure debt and real estate. Subsequently, on 24 December 2021, AMP announced the further simplification of Private Markets with the sale of infrastructure debt, which is expected to complete in Q1 2022. The demerger of the Private Markets business will create two focused businesses better equipped to pursue and allocate capital to distinct growth opportunities and realise efficiencies. As part of the demerger preparations, on 8 July 2021, AMP announced the sale of its Global Equities and Fixed Income business (GEFI), which is expected to complete by Q1 2022. The remaining AMP Capital Public Markets business, the Multi-Asset Group (MAG), which is responsible for asset allocation on behalf of AMP’s superannuation clients, will complete its transition to Australian Wealth Management prior to demerger, creating an end-to-end superannuation and investment platform business, with the transition of front office functions already complete. Client remediation AMP has completed all file reviews for its client remediation program. The total cost of the program will be $828 million, of which approximately $588 million represents payments to customers. This total program cost is six per cent above original estimates made three years ago. These costs are now fully provisioned. To date $37.9 million has been paid to customers under the inappropriate advice program, with a further $1.9 million offered, but not yet paid. Customers have so far received $489.7 million in fee for no service remediation, and all payments are targeted to complete by end of Q1 2022. Demerger update On 23 April 2021, AMP announced its intention to demerge its Private Markets business by 1H 2022. AMP continues to make strong progress on the operational separation of AMP Capital’s Private Markets business, in preparation for demerger in 1H 2022. A clear perimeter has been set with the agreed sale of the GEFI business, the announcement of the sale of the infrastructure debt business and the transfer of the MAG, and CLAMP to AMP Limited. In addition, the appointment of Shawn Johnson as CEO, AMP Capital in June 2021 and the appointments of Patrick Snowball and Andrew Fay as Chairman designate and Deputy Chairman designate further strengthen our readiness for demerger. The demerger will be subject to final board approval, required regulatory approvals, applicable consents and approval from AMP’s shareholders and is expected to occur in 1H 2022. AMP announces new contemporary advice service model On 26 July 2021, AMP announced the introduction of a new service model with its aligned advice network marking a new era for financial advice at AMP. The new model, developed in collaboration with AMP adviser associations, will be progressively introduced with AMP providing services to advisers which support the delivery of quality advice, improve practice efficiency and help advisers grow their businesses. Divestment of equity interest in Resolution Life Australasia On 3 November 2021, AMP announced an agreement to divest its 19.13% equity interest in Resolution Life NOHC Pty Ltd (RLA) for consideration of $524 million to Resolution Life Group, less the amount of any dividends, distributions or capital returns that are paid from RLA to AMP. The sale is subject to regulatory approval and is expected to complete in 1H 2022. Subsequent to the agreement to divest, AMP received dividends and capital returns from RLA of $15 million. As part of the divestment agreement, AMP and RLA have also agreed to settle a number of post-completion adjustments and certain claims between the parties, subject to various limitations and exclusions, which results in a payment of $141 million from AMP to RLA at completion. Divestment of Infrastructure Debt platform On 24 December 2021, AMP announced an agreement to sell its Infrastructure Debt platform to Ares Holdings LP for consideration of up to $428 million. The sale is subject to a number of conditions precedent and is expected to complete in the first quarter of 2022. As the Infrastructure Debt platform has been controlled by AMP throughout the reporting period, the results of this business are included in AMP’s 2021 results. 31 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 32 Directors’ report for the year ended 31 December 2021 Review of operations and results The loss attributable to shareholders of AMP Limited for the year ended 31 December 2021 was $252 million (2020: $177 million profit). Basic (loss)/ earnings per share for the year ended 31 December 2021 on a statutory basis was (7.6) cents per share (2020: 5.2 cents per share). On an underlying basis, the earnings per share was 10.7 cents per share (2020: 8.6 cents per share). Key performance measures were as follows: – – – – – – – 2021 NPAT (underlying) 1 of $356 million increased 53% from $233 million in 2020. This increase largely reflects the impact of stronger AMP Bank earnings (+38%), AMP Capital earnings (+18%), New Zealand Wealth Management earnings (+11%) and stronger investment income from Group Office, including contributions from CLPC and Resolution Life Australasia, partly offset by lower Australian Wealth Management earnings (-25%). 2021 NPAT (statutory) loss of $252 million was impacted by items reported below NPAT including $312 million of impairment charges, reflecting a comprehensive review of the balance sheet, $133 million of transformation costs, $78 million of remediation and related costs and other one-off items. AMP’s total assets under management (AUM) and administration were $248.2 billion 2 at 31 December 2021 (2020: $255 billion). Australian Wealth Management net cash outflows were $5.2 billion in 2021 compared to net cash outflows of $7.8 billion in 2020. Net cash outflows in 2021 also included $1.9 billion of regular pension payments to members. The improvement in net cash outflows was largely attributable to one-off impacts in 2020, including the $1.8 billion loss of corporate mandates and $1.8 billion of COVID-19 Early Release of Super (ERS) payments. AMP Capital external net cash outflows were $12.8 billion, with $4.6 billion of net cash outflows across real estate largely attributable to the exit of the AMP Capital Diversified Property Fund (ADPF) and $6.9 billion net cash outflows across public markets. AMP Bank’s residential mortgage book increased to $21.7 billion driven by competitive pricing and offers, consistent service and targeted growth in principal and interest loans across both owner-occupied and investment lending. AMP’s controllable costs, excluding AMP Capital, of $775 million were 7% lower than 2020 due to cost out benefits partly offset by structural cost increases, variable remuneration and reinvestment spend. – AMP’s cost to income ratio was 71.3% in 2021, down from 75.5% in 2020. – Underlying return on equity was 8.4% in 2021, up from 6.3% in 2020. – 2021 total eligible capital resources were $383 million above target requirements, down from $524 million at 31 December 2020. Operating results by business area The operating results of each business area 3 for 2021 were as follows: AMP Bank – 2021 NPAT (underlying) of $153 million increased by $42 million (38%) from 2020 largely due to a $26 million release of credit loss provisions as a result of the improved macro-economic outlook since the impact of COVID-19 in 2020. Australian Wealth Management – NPAT (underlying) of $48 million in 2021 declined 25% from 2020 primarily due to impairments to the carrying value of Advice assets, lower revenue predominantly from the impact of repricing in Master Trust and Platforms, and the cessation of grandfathered remuneration, partly offset by lower variable and controllable costs from cost reduction initiatives. New Zealand Wealth Management – 2021 NPAT (underlying) of $39 million increased by $4 million (11%) from 2020 primarily due to the rebound in investment markets and improved cost performance. AMP Capital – 2021 NPAT (underlying) of $154 million increased 18% from $131 million in 2020, reflecting higher performance and transaction fees in 2021 and higher seed and sponsor investment returns due to a partial recovery of COVID-19 devaluations in certain asset classes and strong performance in some individual assets. Capital management and dividend Equity and reserves of the AMP Group attributable to shareholders of AMP Limited was $4.0 billion at 31 December 2021 ($4.3 billion at 31 December 2020). AMP’s surplus capital above target requirements at 31 December 2021 is $383 million ($524 million at 31 December 2020). The board has resolved not to declare a final 2021 dividend. The board continues to maintain a conservative approach to capital management to support the transformation of the business. The capital management strategy and payment of dividends will be reviewed following the completion of the demerger in 1H 2022. 1 NPAT (underlying) represents shareholder attributable net profit or loss after tax excluding market adjustments, accounting mismatches and non-recurring revenue and expenses. 2 Includes SuperConcepts assets under administration. 3 Operating results have been re-presented to align to the FY 2021 Investor Report. Review of operations and results Strategy and prospects The loss attributable to shareholders of AMP Limited for the year ended 31 December 2021 was $252 million (2020: $177 million profit). Basic (loss)/ earnings per share for the year ended 31 December 2021 on a statutory basis was (7.6) cents per share (2020: 5.2 cents per share). AMP provided an update on its planned demerger and strategic growth plans for the two post-demerger businesses AMP Limited and AMP Capital’s Private Markets business on 30 November 2021. On an underlying basis, the earnings per share was 10.7 cents per share (2020: 8.6 cents per share). In AMP Limited, the strategy sets a clear path to create a new AMP by: – – Renewing AMP’s purpose and values to put the customer at the centre, and continuing to drive cultural transformation; Repositioning core capabilities to drive growth in banking and wealth platforms; – Delivering stable earnings in the Master Trust and New Zealand Wealth Management businesses, and accelerating the transformation of Advice; – Simplifying the business to drive efficiency and agility, including delivering on the 2019 to 2022 $300 million cost reduction program and committing to a further $115 million of cost reduction initiatives from 2022 through to 2024; and – Exploring new opportunities, including in retirement and in direct-to-consumer solutions, as well as in new business adjacencies. In AMP Capital’s Private Markets business, the strategy will focus on leveraging the significant opportunity to become a global leader in the fast-growing private markets industry through: – Delivering autonomy through an effective separation and demerger from AMP; – Simplifying the business and organisation structure and achieving a run-rate cost base of $275–$280 million by 2023; – Growing its client base, led by a newly established global client solutions team and scaling its existing infrastructure and real estate investment strategies; and – Diversifying its product offering to clients, including potential new investment strategies structured to meet client specific interests globally. Invest to grow AMP Bank The Bank continues to focus on growth by optimising its customer value proposition and being service experience led for both customers and brokers. It remains on track to achieve double-digit growth in the mid-term in a highly competitive market. In particular, the Bank is benefiting from, and continuing to invest in, technology to further digitise and automate its lending platform. Transform Australian Wealth Management The Australian Wealth Management business consists of the Platforms, Master Trust and Advice businesses which are transforming from a vertically integrated wealth model to a competitive, contemporary wealth model. GROW THE NORTH PLATFORM Our Platform growth strategy is focused on attracting inflows through the external fund adviser market onto AMP’s flagship platform North by delivering enhanced digital experiences and differentiating through innovative market leading retirement solutions. OPTIMISE CLIENT OUTCOMES IN MASTER TRUST The Master Trust strategy continues to focus on its asset management capability to deliver strong investment performance to our customers and focusing on exploring partnership opportunities to drive scale and efficiencies. ACCELERATE THE TRANSFORMATION IN ADVICE Over the last year our Advice model has undergone significant transformation with the announcement of our exit of the employed advice channel occurring on 3 December 2021. AMP’s Advice strategy is to be a professional services provider, delivering valued licensee services at a competitive and sustainable price. Acceleration of the Advice business’ transformation will also see significant simplification of our Advice model, with an ambition of breaking even by 2024. Deliver stable client earnings in New Zealand Wealth Management In 2H 2021 the business completed the transfer to a new investment approach with BlackRock along with the introduction of a new fee structure resulting in improved customer outcomes. New Zealand’s wealth management strategy is focused on leveraging partnerships and broadening its distribution footprint, whilst simplifying its cost base through automation and digitalisation. 32 Directors’ report for the year ended 31 December 2021 Key performance measures were as follows: – 2021 NPAT (underlying) 1 of $356 million increased 53% from $233 million in 2020. This increase largely reflects the impact of stronger AMP Bank earnings (+38%), AMP Capital earnings (+18%), New Zealand Wealth Management earnings (+11%) and stronger investment income from Group Office, including contributions from CLPC and Resolution Life Australasia, partly offset by lower Australian Wealth – 2021 NPAT (statutory) loss of $252 million was impacted by items reported below NPAT including $312 million of impairment charges, reflecting a comprehensive review of the balance sheet, $133 million of transformation costs, $78 million of remediation and related Management earnings (-25%). costs and other one-off items. – – AMP’s total assets under management (AUM) and administration were $248.2 billion 2 at 31 December 2021 (2020: $255 billion). Australian Wealth Management net cash outflows were $5.2 billion in 2021 compared to net cash outflows of $7.8 billion in 2020. Net cash outflows in 2021 also included $1.9 billion of regular pension payments to members. The improvement in net cash outflows was largely attributable to one-off impacts in 2020, including the $1.8 billion loss of corporate mandates and $1.8 billion of COVID-19 Early Release of Super (ERS) payments. – AMP Capital external net cash outflows were $12.8 billion, with $4.6 billion of net cash outflows across real estate largely attributable to the exit of the AMP Capital Diversified Property Fund (ADPF) and $6.9 billion net cash outflows across public markets. – AMP Bank’s residential mortgage book increased to $21.7 billion driven by competitive pricing and offers, consistent service and targeted growth in principal and interest loans across both owner-occupied and investment lending. – AMP’s controllable costs, excluding AMP Capital, of $775 million were 7% lower than 2020 due to cost out benefits partly offset by structural cost increases, variable remuneration and reinvestment spend. – AMP’s cost to income ratio was 71.3% in 2021, down from 75.5% in 2020. – Underlying return on equity was 8.4% in 2021, up from 6.3% in 2020. Operating results by business area The operating results of each business area 3 for 2021 were as follows: – 2021 total eligible capital resources were $383 million above target requirements, down from $524 million at 31 December 2020. AMP Bank – 2021 NPAT (underlying) of $153 million increased by $42 million (38%) from 2020 largely due to a $26 million release of credit loss provisions as a result of the improved macro-economic outlook since the impact of COVID-19 in 2020. Australian Wealth Management – NPAT (underlying) of $48 million in 2021 declined 25% from 2020 primarily due to impairments to the carrying value of Advice assets, lower revenue predominantly from the impact of repricing in Master Trust and Platforms, and the cessation of grandfathered remuneration, partly offset by lower variable and controllable costs from cost reduction initiatives. New Zealand Wealth Management – 2021 NPAT (underlying) of $39 million increased by $4 million (11%) from 2020 primarily due to the rebound in investment markets and improved cost performance. AMP Capital – 2021 NPAT (underlying) of $154 million increased 18% from $131 million in 2020, reflecting higher performance and transaction fees in 2021 and higher seed and sponsor investment returns due to a partial recovery of COVID-19 devaluations in certain asset classes and strong performance in some individual assets. Capital management and dividend Equity and reserves of the AMP Group attributable to shareholders of AMP Limited was $4.0 billion at 31 December 2021 ($4.3 billion at 31 December 2020). AMP’s surplus capital above target requirements at 31 December 2021 is $383 million ($524 million at 31 December 2020). The board has resolved not to declare a final 2021 dividend. The board continues to maintain a conservative approach to capital management to support the transformation of the business. The capital management strategy and payment of dividends will be reviewed following the completion of the demerger in 1H 2022. 1 NPAT (underlying) represents shareholder attributable net profit or loss after tax excluding market adjustments, accounting mismatches and non-recurring revenue and expenses. 2 Includes SuperConcepts assets under administration. 3 Operating results have been re-presented to align to the FY 2021 Investor Report. 33 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 34 Directors’ report for the year ended 31 December 2021 AMP Capital: Expand asset management footprint in private markets and explore partnership opportunities for public markets PRIVATE MARKETS In 1H 2021, work commenced to demerge AMP Capital’s Private Markets business from AMP Limited. The business has continued to deliver strong outcomes for clients with more than 90% of capital in the Global Infrastructure Fund II committed in infrastructure assets around the world. The demerger and listing on the ASX are on track to complete in 1H 2022. Its strategy is to become a client led, globally integrated investment manager offering a diversified suite of real estate and infrastructure capabilities across risk profiles and geographies. As a standalone business, investors will be able to gain unique exposure to the investment management sector’s fastest growing asset class, through a unique investment platform, a growing distribution footprint and a globally recognised team with a proven track record. PUBLIC MARKETS On 8 July 2021, AMP announced it entered into a binding agreement with Macquarie Asset Management to sell AMP Capital’s GEFI business for a consideration of up to $185 million. This includes upfront cash consideration of up to $110 million and a cash earn-out of up to $75 million payable after the second anniversary of completion. The aggregate consideration is subject to meeting certain conditions, including revenue targets, with the upfront cash component now expected to be approximately $80 million. This transaction delivers on the previously announced strategy for the AMP Capital Public Markets business to increase the scale of GEFI through partnerships or sale and is an important step in preparing for the planned demerger. The deal is expected to complete in Q1 2022. AMP Capital is also in the process of transferring the MAG business to AMP Australian Wealth Management to create an end-to-end superannuation and investment platform business and this is on track for completion prior to the demerger. Redefine and right size operating model for agility and efficiency Building on the positive momentum achieved in 2021, the Company continues to progress commitments on its cost-base, capital management and culture. Disciplined cost management has reduced controllable costs by $59 million (7%) to $775 million (excluding AMP Capital) through the simplification of organisational structures, rationalising our property footprint and other efficiencies. $260 million of cumulative gross cost-savings have been achieved since 2019. The on-market share buy-back was successfully completed during 1H 2021 and at 31 December 2021 AMP has a strong capital position of $383 million above target requirements. The path to a new AMP is enabled by cultural transformation (improving inclusion, diversity, strengthening accountability and performance), a purpose and values reset, and leadership engagement led by a new CEO. In 2021, we delivered the changes necessary in the transition to a simpler, purpose-led AMP. This work included: – Improving inclusion and diversity to drive performance • • • • • Launched new Inclusion and Diversity Policy as a new foundation and standard for what inclusion means at AMP Introduced an Inclusion Index to group and leader scorecards to measure how we are improving over time Provided Inclusive Leadership training to Senior Leaders and extended Core Inclusion training to all employees Implemented a new flexible work policy (WeFlex), to support an inclusive workplace Implemented a new approach to gender diversity with 40:40:20 gender representation targets • Met 40:40:20 target for gender diversity for the Board, middle management, and the workforce generally, with more to do at the Executive management and Head of level • Launched new Parental Leave Policy removing parenting labels, increasing accessibility, and extending the period in which super contributions are made during unpaid parental leave – Strengthening accountability across the company • Implemented a management action plan in response to a review of workplace conduct, with management delivering 55 actions • Uplifted governance in support of prevention and taking a person-centred response to harassment and discrimination • Uplifted the employee relations teams’ capabilities • • Increased transparency of reporting and refined conduct and culture metrics Improved the range of channels for employees to raise concerns or seek advice • Continued to deliver strong compliance with Code of Conduct through training and support – Creating a high-performance culture • Defined a culture change plan in support of business objectives and creating a simple, purpose-led AMP • Conducted extensive workforce engagement program, with more than 30% of employees participating in culture workshops and over 12,000 unique data points collected to inform our refreshed purpose and values • Implemented an improved performance framework strengthening link between performance and reward, including risk, leadership and conduct • Delivered quarterly culture dashboard to track culture change progress • • • Supported employee’s mental health and wellbeing through a new EAP program, resources, support and training Launching LinkedIn learning to all employees to encourage our people to upskill, reskill and explore professional interests Launched the Into-Great program, to give all employees access to personalised coaching and counselling services 34 Directors’ report for the year ended 31 December 2021 AMP Capital: Expand asset management footprint in private markets and explore partnership Key risks opportunities for public markets PRIVATE MARKETS In 1H 2021, work commenced to demerge AMP Capital’s Private Markets business from AMP Limited. The business has continued to deliver strong outcomes for clients with more than 90% of capital in the Global Infrastructure Fund II committed in infrastructure assets around the world. The demerger and listing on the ASX are on track to complete in 1H 2022. Its strategy is to become a client led, globally integrated investment manager offering a diversified suite of real estate and infrastructure capabilities across risk profiles and geographies. As a standalone business, investors will be able to gain unique exposure to the investment management sector’s fastest growing asset class, through a unique investment platform, a growing distribution footprint and a globally recognised team with a proven track record. PUBLIC MARKETS On 8 July 2021, AMP announced it entered into a binding agreement with Macquarie Asset Management to sell AMP Capital’s GEFI business for a consideration of up to $185 million. This includes upfront cash consideration of up to $110 million and a cash earn-out of up to $75 million payable after the second anniversary of completion. The aggregate consideration is subject to meeting certain conditions, including revenue targets, with the upfront cash component now expected to be approximately $80 million. This transaction delivers on the previously announced strategy for the AMP Capital Public Markets business to increase the scale of GEFI through partnerships or sale and is an important step in preparing for the planned demerger. The deal is expected to complete in Q1 2022. AMP Capital is also in the process of transferring the MAG business to AMP Australian Wealth Management to create an end-to-end superannuation and investment platform business and this is on track for completion prior to the demerger. Redefine and right size operating model for agility and efficiency Building on the positive momentum achieved in 2021, the Company continues to progress commitments on its cost-base, capital management and culture. Disciplined cost management has reduced controllable costs by $59 million (7%) to $775 million (excluding AMP Capital) through the simplification of organisational structures, rationalising our property footprint and other efficiencies. $260 million of cumulative gross cost-savings have been achieved since 2019. The on-market share buy-back was successfully completed during 1H 2021 and at 31 December 2021 AMP has a strong capital position of $383 million above target requirements. The path to a new AMP is enabled by cultural transformation (improving inclusion, diversity, strengthening accountability and performance), a purpose and values reset, and leadership engagement led by a new CEO. In 2021, we delivered the changes necessary in the transition to a simpler, purpose-led AMP. This work included: – Improving inclusion and diversity to drive performance Launched new Inclusion and Diversity Policy as a new foundation and standard for what inclusion means at AMP Introduced an Inclusion Index to group and leader scorecards to measure how we are improving over time Provided Inclusive Leadership training to Senior Leaders and extended Core Inclusion training to all employees Implemented a new flexible work policy (WeFlex), to support an inclusive workplace Implemented a new approach to gender diversity with 40:40:20 gender representation targets • Met 40:40:20 target for gender diversity for the Board, middle management, and the workforce generally, with more to do at the Executive management and Head of level • Launched new Parental Leave Policy removing parenting labels, increasing accessibility, and extending the period in which super contributions are made during unpaid parental leave – Strengthening accountability across the company • Implemented a management action plan in response to a review of workplace conduct, with management delivering 55 actions • Uplifted governance in support of prevention and taking a person-centred response to harassment and discrimination • Uplifted the employee relations teams’ capabilities Increased transparency of reporting and refined conduct and culture metrics Improved the range of channels for employees to raise concerns or seek advice • Continued to deliver strong compliance with Code of Conduct through training and support – Creating a high-performance culture • Defined a culture change plan in support of business objectives and creating a simple, purpose-led AMP • Conducted extensive workforce engagement program, with more than 30% of employees participating in culture workshops and over 12,000 unique data points collected to inform our refreshed purpose and values • Implemented an improved performance framework strengthening link between performance and reward, including risk, leadership and conduct • Delivered quarterly culture dashboard to track culture change progress Supported employee’s mental health and wellbeing through a new EAP program, resources, support and training Launching LinkedIn learning to all employees to encourage our people to upskill, reskill and explore professional interests Launched the Into-Great program, to give all employees access to personalised coaching and counselling services • • • • • • • • • • Risk is inherent to our business and AMP takes measured risks within our risk appetite to achieve our strategic objectives. We have a clear strategic plan to drive our business forward and an Enterprise Risk Management framework to identify, measure, control and report risks. Enterprise Risk Management framework The Enterprise Risk Management (ERM) framework provides the foundation for how risks are managed across AMP. There are six key elements of the ERM framework including governance, risk strategy and risk appetite, risk culture and conduct risk, management information systems, risk management process (encompassing how AMP identifies, measures, responds to and reports risk) and the risk ecosystem. The guiding principles in the framework assist with effective risk management practices and enable AMP to meet its legislative and regulatory requirements, codes and ethical standards, as well as internal policies and procedures. AMP’s ERM framework includes a risk management strategy which establishes the principles, requirements, roles and responsibilities for management of risk across AMP. It enables business leaders to make informed decisions and supports AMP in achieving its business strategy. The integrated framework details how risks are to be managed to fulfil the obligations to key stakeholders, clients, shareholders, policyholders and regulators to achieve financial and non-financial outcomes. The Risk Appetite Statement articulates the nature and level of risk the board and management are willing to accept in the pursuit of delivering their strategic objectives. Alignment between AMP’s corporate strategy and the risk appetite of the AMP Limited Board seeks to ensure that decisions are consistent with the nature and level of risk the board and management are willing to accept. Further information can be found in AMP’s Enterprise Risk Management Policy, available on our website at: amp.com.au/corporategovernance. Key business challenges Given the nature of the financial services industry, COVID-19 continues to have an adverse impact on the business but AMP remains focused to deliver its transformational strategy. Significant business challenges (in alphabetical order) include but are not limited to the following: BUSINESS, EMPLOYEE AND BUSINESS PARTNER CONDUCT The conduct of financial institutions continues to be an area of significant focus for the financial services industry both globally and in Australia and New Zealand. AMP devotes significant effort to ensure that our business practices, management, staff or business partner behaviours adequately meet the expectations of regulators, customers and the broader community, and do not result in an adverse impact on our reputation and value proposition to customers. Our Code of Conduct outlines how AMP seeks to conduct its business and how it expects people to conduct themselves. The principles that define the high standards outline the behaviour and decision-making practices, including how we treat our employees, customers, business partners and shareholders. We are committed to ensuring the right culture is embedded in our everyday practices. AMP embraces a safe and respectful work environment that encourages our people to report issues or concerns in the workplace. Directors, employees (current and former), contractors, service providers or any relative or dependants of any of these people can utilise the Whistleblowing program to report conduct or unethical behaviours. CLIMATE CHANGE AMP, its customers and its external suppliers may be adversely affected by physical and transition risks associated with climate change. These effects may directly impact AMP and its customers on a range of physical, financial and legal risks to our business, the investments we manage on behalf of our customers and the wider community. Initiatives to mitigate or respond to adverse impacts of climate change may in turn impact market and asset prices, economic activity, and customer behaviour, particularly in geographic locations and industry sectors adversely affected by these changes. AMP’s approach to managing climate related risks and opportunities is outlined in AMP’s Climate Position and Action Plan, available on the AMP website. It includes providing low carbon and green investment choices to customers, managing and disclosing investment risks, leveraging our influence as an investor, reducing our own operational impacts and supporting customers and communities where possible. AMP provides annual performance disclosures aligned to key pillars of the Task Force on Climate-related Financial Disclosures (TCFD) framework, including through its Sustainability Report and through investor led disclosures such as the CDP (formerly Carbon Disclosure Project). In 2021, AMP retained an A- rating (second highest rating available) in the annual CDP investor disclosure program, indicating leadership in our management of climate related risks and opportunities. AMP has been carbon neutral across its operations since 2013 to address the direct impacts of our business activities. COMPETITOR AND CUSTOMER ENVIRONMENT The financial services industry continues to face challenges from the COVID-19 pandemic but AMP remains focused in supporting clients and employees during these unprecedented times. We have supported clients with banking and early release of super initiatives during COVID-19. Customer expectations are evolving which is intensifying competition within wealth management as COVID-19 causes market volatility, affecting the performance of its assets under management across the industry. There is also strong competitive tension in asset management. AMP continues to adapt its capabilities and operating model in order to remain competitive and relevant to customers but an on-going pandemic may impact on new business and retention of existing business. 35 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 36 Directors’ report for the year ended 31 December 2021 In 2021, AMP continued to deliver its strategy to reposition AMP as a simpler, client-led, growth-oriented business. The strategy to reinvent AMP as a contemporary wealth manager is to fund growth, reduce costs and fix legacy issues. The strategy builds on core strengths and market positions with whole-of-wealth solutions. At the end of 2021, AMP announced its updated strategy to manage core capabilities to drive growth in banking and wealth platforms, delivering stable earnings in the Master Trust and New Zealand Wealth Management businesses, and accelerating the transformation of Advice. The program will also simplify the business to drive efficiency and agility, as well as explore new opportunities including in retirement and direct-to-consumer solutions, as well as in new business adjacencies. CYBER SECURITY THREATS Cyber risk continues to be a threat in a rapidly changing technological and regulatory environment as the magnitude of the costs of cybercrime vary depending on the nature of the attack. We are committed to enhancing our cyber security capability and control posture as we recognise the current environment of cybercrime activity has increased across the industry during the period. AMP is investing in building a capability that is both sustainable and commensurate to the threats faced, including having recently launched a new Cyber Defence Centre and having built an enduring team to further uplift its cyber defences to mitigate malicious threats and cybercrime activities. Whilst AMP has demonstrated maturity uplifts against the National Institute of Standards and Technology Cyber Security Framework and our adopted industry best-practice framework, cyber risk will retain its position as a key risk as AMP continues to mature and evolve its cyber security operating model. This will assist in preventing, detecting and responding to cyber incidents, in order to protect AMP’s assets and business operations. OPERATIONAL RISK ENVIRONMENT Operational risk exposures, relevant to the industry in which AMP operates, relate to losses resulting from inadequate or failed internal processes, people and systems or from external events. These include, but are not limited to, information technology, human resources, internal and external fraud, money laundering and counter-terrorism financing, bribery and corruption. High operational risks are driven by a complex operating environment associated with legacy products, systems and, in some cases, manual controls. This environment will be further stressed by the key business challenges included in this section. Staff retention and key person risk are key operational risks for AMP, particularly in AMP Capital’s asset management business which operates in a very competitive industry where competition for talent is high. AMP Capital remains subject to threats to its funds and its people from time to time. We are committed to containing operational risk by reducing operational complexity and strengthening risk management, internal controls and governance. We have completed all file reviews for our client remediation program with some outstanding payments to be completed by Q1 2022. We continue to reshape the Adviser network and simplify superannuation products and investment options. The AMP operational risk profile reflects these exposures and the financial statements of AMP contain certain provisions and contingent liability disclosures for these risks in accordance with applicable accounting standards. ORGANISATIONAL CHANGE In 2021, AMP concluded its portfolio review, announcing the planned demerger of the Private Markets business of infrastructure equity, and real estate, the sale of the infrastructure debt platform to Ares Management Corporation, the sale of the Global Equities and Fixed Income (GEFI) business to Macquarie Asset Management and the transfer of the Multi-Asset Group (MAG) to the Australian Wealth Management. This coincided with additional changes to simplify the internal operating model. There is a risk that business momentum is lost whilst organisational change is implemented. The increase in volume of change may have an adverse impact to employees causing a strain to deliver on our strategy and transformation initiatives. These risks will be mitigated by maintaining leadership and performance focus on the business. AMP continues to invest in adopting new ways of working to drive efficiency and improve our practices to increase accountability and build on core strengths. We recognise that failure to execute appropriately on the implementation of these changes can increase the risks of disruption to AMP’s business operations. REGULATORY ENVIRONMENT AMP operates in multiple jurisdictions across the globe, including Australia and New Zealand, and each of these jurisdictions has its own legislative and regulatory requirements. The financial services industry both globally and in Australia and New Zealand continues to face further challenges as temporary regulatory changes were introduced causing disruption to the wealth industry. AMP continues to respond and adjust its business processes for these changes, however, failure to adequately anticipate and respond to future regulatory changes could have a material adverse impact on the performance of its businesses and achieving its strategic objectives. AMP’s commitment to strengthen its risk management practices, its control environment and enhancing its compliance systems across the businesses, will address these legislative and regulatory requirements. AMP’s internal policies, frameworks and procedures seek to ensure any changes in our domestic and international regulatory obligations are complied with in each jurisdiction. Compliance, legal and regulatory risk that results in breaches is reported to AMP management committees and regulators. This is managed in accordance with internal policies. Regulatory consultations and interactions are reported and monitored as part of AMP’s internal risk and compliance reporting process. AMP actively participates in these interactions and co-operates with all regulators to resolve such matters. More information about our approach to these challenges can be found on our website at: corporate.amp.com.au/about-amp/ corporate-sustainability. 36 Directors’ report for the year ended 31 December 2021 In 2021, AMP continued to deliver its strategy to reposition AMP as a simpler, client-led, growth-oriented business. The strategy to reinvent AMP as a contemporary wealth manager is to fund growth, reduce costs and fix legacy issues. The strategy builds on core strengths and market positions with whole-of-wealth solutions. At the end of 2021, AMP announced its updated strategy to manage core capabilities to drive growth in banking and wealth platforms, delivering stable earnings in the Master Trust and New Zealand Wealth Management businesses, and accelerating the transformation of Advice. The program will also simplify the business to drive efficiency and agility, as well as explore new opportunities including in retirement and direct-to-consumer solutions, as well as in new business adjacencies. CYBER SECURITY THREATS Cyber risk continues to be a threat in a rapidly changing technological and regulatory environment as the magnitude of the costs of cybercrime vary depending on the nature of the attack. We are committed to enhancing our cyber security capability and control posture as we recognise the current environment of cybercrime activity has increased across the industry during the period. AMP is investing in building a capability that is both sustainable and commensurate to the threats faced, including having recently launched a new Cyber Defence Centre and having built an enduring team to further uplift its cyber defences to mitigate malicious threats and cybercrime activities. Whilst AMP has demonstrated maturity uplifts against the National Institute of Standards and Technology Cyber Security Framework and our adopted industry best-practice framework, cyber risk will retain its position as a key risk as AMP continues to mature and evolve its cyber security operating model. This will assist in preventing, detecting and responding to cyber incidents, in order to protect AMP’s assets and business operations. OPERATIONAL RISK ENVIRONMENT Operational risk exposures, relevant to the industry in which AMP operates, relate to losses resulting from inadequate or failed internal processes, people and systems or from external events. These include, but are not limited to, information technology, human resources, internal and external fraud, money laundering and counter-terrorism financing, bribery and corruption. High operational risks are driven by a complex operating environment associated with legacy products, systems and, in some cases, manual controls. This environment will be further stressed by the key business challenges included in this section. Staff retention and key person risk are key operational risks for AMP, particularly in AMP Capital’s asset management business which operates in a very competitive industry where competition for talent is high. AMP Capital remains subject to threats to its funds and its people from time to time. We are committed to containing operational risk by reducing operational complexity and strengthening risk management, internal controls and governance. We have completed all file reviews for our client remediation program with some outstanding payments to be completed by Q1 2022. We continue to reshape the Adviser network and simplify superannuation products and investment options. The AMP operational risk profile reflects these exposures and the financial statements of AMP contain certain provisions and contingent liability disclosures for these risks in accordance with applicable accounting standards. ORGANISATIONAL CHANGE In 2021, AMP concluded its portfolio review, announcing the planned demerger of the Private Markets business of infrastructure equity, and real estate, the sale of the infrastructure debt platform to Ares Management Corporation, the sale of the Global Equities and Fixed Income (GEFI) business to Macquarie Asset Management and the transfer of the Multi-Asset Group (MAG) to the Australian Wealth Management. This coincided with additional changes to simplify the internal operating model. There is a risk that business momentum is lost whilst organisational change is implemented. The increase in volume of change may have an adverse impact to employees causing a strain to deliver on our strategy and transformation initiatives. These risks will be mitigated by maintaining leadership and performance focus on the business. AMP continues to invest in adopting new ways of working to drive efficiency and improve our practices to increase accountability and build on core strengths. We recognise that failure to execute appropriately on the implementation of these changes can increase the risks of disruption to AMP’s business operations. REGULATORY ENVIRONMENT AMP operates in multiple jurisdictions across the globe, including Australia and New Zealand, and each of these jurisdictions has its own legislative and regulatory requirements. The financial services industry both globally and in Australia and New Zealand continues to face further challenges as temporary regulatory changes were introduced causing disruption to the wealth industry. AMP continues to respond and adjust its business processes for these changes, however, failure to adequately anticipate and respond to future regulatory changes could have a material adverse impact on the performance of its businesses and achieving its strategic objectives. AMP’s commitment to strengthen its risk management practices, its control environment and enhancing its compliance systems across the businesses, will address these legislative and regulatory requirements. AMP’s internal policies, frameworks and procedures seek to ensure any changes in our domestic and international regulatory obligations are complied with in each jurisdiction. Compliance, legal and regulatory risk that results in breaches is reported to AMP management committees and regulators. This is managed in accordance with internal policies. Regulatory consultations and interactions are reported and monitored as part of AMP’s internal risk and compliance reporting process. AMP actively participates in these interactions and co-operates with all regulators to resolve such matters. More information about our approach to these challenges can be found on our website at: corporate.amp.com.au/about-amp/ corporate-sustainability. THE ENVIRONMENT In the normal course of its business operations, AMP is subject to a range of environmental regulations of which there have been no material breaches during the year. You can find further information about AMP’s environmental policy and activities at corporate.amp.com.au/about-amp/corporate-sustainability SIGNIFICANT CHANGES TO THE STATE OF AFFAIRS Apart from elsewhere disclosed in this report, there were no other significant changes in the state of affairs during the year. EVENTS OCCURRING AFTER THE REPORTING DATE As at the date of this report and except as otherwise disclosed, the directors are not aware of any other matters or circumstances that have arisen since the reporting date that have significantly affected, or may significantly affect, the group’s operations; the results of those operations; or the group’s state of affairs in future periods. THE AMP LIMITED BOARD OF DIRECTORS The directors of AMP Limited during the year ended 31 December 2021 and up to the date of this report are listed below. Directors were in office for this entire period except where stated otherwise: CURRENT NON-EXECUTIVE DIRECTORS: – Debra Hazelton (Chair) Rahoul Chowdry – Kate McKenzie – – John O’Sullivan – Michael Sammells Andrea Slattery – – Mike Hirst (appointed 1 July 2021) EXECUTIVE DIRECTOR: – Alexis George (Chief Executive Officer and Managing Director) (appointed as a director on 11 August 2021) FORMER EXECUTIVE DIRECTOR: – Francesco De Ferrari (Chief Executive Officer and Managing Director) (resigned as a director on 30 June 2021) 37 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i Debra Hazelton CHAIR BA (Hons), MCom, GAICD Debra was appointed to the AMP Limited Board as a non-executive director in June 2019 and as the Chair in August 2020. She is also the Chair of the Nomination Committee and is a member of the Remuneration, Audit and Risk Committees. Debra is the Chair of the AMP Bank Board and is a member of its Audit and Risk Committees. EXPERIENCE Debra brings significant experience from more than 30 years in global financial services, including as the local Chief Executive of Mizuho Bank in Australia and Commonwealth Bank (CBA) in Japan. She has expertise across global corporate culture transformation, institutional banking, risk management, treasury, financial markets and human resource management. Debra is also a non-executive director on the boards of Treasury Corporation of Victoria and Persol Asia Pacific Pte Ltd (Singapore) and Vice President of the Australia-Japan Business Cooperation Committee. Her previous board experience includes Australia-Japan Foundation, Australian Financial Markets Association (AFMA), Asia Society and Women in Banking and Finance. She has graduate and post-graduate degrees in Japanese language, literature and philosophy as well as economics and finance. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: None l r e p o r t A d d i t i o n a l i n f o r m a t i o n GOVERNMENT AND COMMUNITY INVOLVEMENT – Director, Treasury Corporation of Victoria (appointed August 2018) – – Member, Australian Chamber Orchestra - Japan Advisory Committee (appointed May 2019) – Adviser, Japan Women’s Innovation Network (appointed December 2020) Vice President, Australia-Japan Business Cooperation Committee (AJBCC) (appointed October 2020) – Member, Chief Executive Women (CEW) Australia (appointed January 2020) Rahoul Chowdry INDEPENDENT NON-EXECUTIVE DIRECTOR BCom, FCA Rahoul was appointed to the AMP Limited Board as a non-executive director in January 2020. He is a member of the Remuneration, Nomination, Audit and Risk Committees and was appointed as Chairman of the Risk Committee in May 2020. At the same time, he was appointed to the AMP Bank Board and is a member of its Audit Committee and the Chairman of the Risk Committee. 38 Directors’ report for the year ended 31 December 2021 EXPERIENCE Rahoul has over 40 years’ experience in professional services, advising complex multinational organisations in Australia and overseas. He is currently a Senior Advisor at Minter Ellison and is a member of the Audit and Risk Committee of the firm’s Partnership Board. Between January 2018 and June 2021 he was Partner and National Leader of Minter Ellison’s financial services practice in Australia and leader of the risk consulting practice. Prior to this, Rahoul was a Senior Partner at PwC for almost 30 years, where he undertook a number of leadership roles, delivering audit, assurance, and risk consulting services to major financial institutions in Australia, Canada and the United Kingdom. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: None GOVERNMENT AND COMMUNITY INVOLVEMENT – Member, Reserve Bank of Australia, Audit Committee (appointed February 2018) Mike Hirst INDEPENDENT NON-EXECUTIVE DIRECTOR BCom, SFF Mike was appointed to the AMP Limited Board as a non-executive director in July 2021 and is a member of the Audit, Nomination, Risk and Remuneration Committees. At the same time, Mike was appointed to the AMP Bank Limited Board and its Audit and Risk Committees. EXPERIENCE Mike has more than 40 years of experience in board and senior executive leadership roles within retail banking, treasury, funds management and financial markets. He was the Managing Director of Bendigo and Adelaide Bank from 2009 to 2018 and prior to this worked in senior executive and management positions with Colonial Limited, Westpac Banking Corporation and Chase AMP Bank. Mike served as Deputy Chairman of the Treasury Corporation of Victoria and previously held non-executive directorships with Austraclear Limited, Colonial First State, Rural Bank and Barwon Health Limited. He was a Commissioner on the Federal Government’s National COVID-19 Commission Advisory Board, a member of the Federal Government’s Financial Sector Advisory Council and was Deputy Chairman of the Australian Bankers Association. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: – Non-executive director of AMCIL Limited (appointed January 2019) – Non-executive director of Butn Limited (appointed September 2020) DIRECTORSHIPS OF OTHER COMPANIES: – Non-executive director of GMHBA Limited (appointed July 2018) GOVERNMENT AND COMMUNITY INVOLVEMENT – Deputy Chairman of Racing Victoria (appointed October 2016) – Member of the Australian Institute of Company Directors (appointed April 2003) – Senior Fellow of FINSIA (appointed September 2003) – Honorary Member of the Business Council of Australia (appointed July 2018) Kate McKenzie INDEPENDENT NON-EXECUTIVE DIRECTOR BA, LLB, GAICD Kate was appointed to the AMP Limited Board as a non-executive director in November 2020 and is a member of the Audit, Nomination, Risk and Remuneration Committees. At the same time, Kate was appointed to the AMP Bank Board and its Audit and Risk Committees. EXPERIENCE Kate has more than 25 years of experience in other board and senior executive leadership roles. She is currently non-executive director of NBN Co., becoming the Chair of NBN Co. on 1 January 2022, and Stockland Corporation Limited and has previously served on the boards of Allianz Australia, Foxtel, Telstra Ventures, Sydney Water and Workcover. Kate was the Chief Executive Officer of Chorus, the New Zealand telecommunication group, listed on the ASX and NZX, from February 2017 to December 2019, and held several executive roles at Telstra, including as Chief Operating Officer, prior to this. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: – Stockland Corporation Limited (appointed December 2019) – Healius Ltd (appointed February 2021) GOVERNMENT AND COMMUNITY INVOLVEMENT  – Member, Chief Executive Women (CEW) Australia (January 2006) 38 Directors’ report for the year ended 31 December 2021 EXPERIENCE Rahoul has over 40 years’ experience in professional services, advising complex multinational organisations in Australia and overseas. He is currently a Senior Advisor at Minter Ellison and is a member of the Audit and Risk Committee of the firm’s Partnership Board. Between January 2018 and June 2021 he was Partner and National Leader of Minter Ellison’s financial services practice in Australia and leader of the risk consulting practice. Prior to this, Rahoul was a Senior Partner at PwC for almost 30 years, where he undertook a number of leadership roles, delivering audit, assurance, and risk consulting services to major financial institutions in Australia, Canada and the United Kingdom. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: None GOVERNMENT AND COMMUNITY INVOLVEMENT – Member, Reserve Bank of Australia, Audit Committee (appointed February 2018) Mike Hirst INDEPENDENT NON-EXECUTIVE DIRECTOR BCom, SFF Mike was appointed to the AMP Limited Board as a non-executive director in July 2021 and is a member of the Audit, Nomination, Risk and Remuneration Committees. At the same time, Mike was appointed to the AMP Bank Limited Board and its Audit and Risk Committees. EXPERIENCE and financial markets. Mike has more than 40 years of experience in board and senior executive leadership roles within retail banking, treasury, funds management He was the Managing Director of Bendigo and Adelaide Bank from 2009 to 2018 and prior to this worked in senior executive and management positions with Colonial Limited, Westpac Banking Corporation and Chase AMP Bank. Mike served as Deputy Chairman of the Treasury Corporation of Victoria and previously held non-executive directorships with Austraclear Limited, Colonial First State, Rural Bank and Barwon Health Limited. He was a Commissioner on the Federal Government’s National COVID-19 Commission Advisory Board, a member of the Federal Government’s Financial Sector Advisory Council and was Deputy Chairman of the Australian Bankers Association. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: – Non-executive director of AMCIL Limited (appointed January 2019) – Non-executive director of Butn Limited (appointed September 2020) DIRECTORSHIPS OF OTHER COMPANIES: – Non-executive director of GMHBA Limited (appointed July 2018) GOVERNMENT AND COMMUNITY INVOLVEMENT – Deputy Chairman of Racing Victoria (appointed October 2016) – Member of the Australian Institute of Company Directors (appointed April 2003) – Senior Fellow of FINSIA (appointed September 2003) – Honorary Member of the Business Council of Australia (appointed July 2018) Kate McKenzie INDEPENDENT NON-EXECUTIVE DIRECTOR BA, LLB, GAICD EXPERIENCE Kate was appointed to the AMP Limited Board as a non-executive director in November 2020 and is a member of the Audit, Nomination, Risk and Remuneration Committees. At the same time, Kate was appointed to the AMP Bank Board and its Audit and Risk Committees. Kate has more than 25 years of experience in other board and senior executive leadership roles. She is currently non-executive director of NBN Co., becoming the Chair of NBN Co. on 1 January 2022, and Stockland Corporation Limited and has previously served on the boards of Allianz Australia, Foxtel, Telstra Ventures, Sydney Water and Workcover. Kate was the Chief Executive Officer of Chorus, the New Zealand telecommunication group, listed on the ASX and NZX, from February 2017 to December 2019, and held several executive roles at Telstra, including as Chief Operating Officer, prior to this. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: – Stockland Corporation Limited (appointed December 2019) – Healius Ltd (appointed February 2021) GOVERNMENT AND COMMUNITY INVOLVEMENT  – Member, Chief Executive Women (CEW) Australia (January 2006) John O’Sullivan INDEPENDENT NON-EXECUTIVE DIRECTOR BA, LLB, LLM, FAICD John was appointed to the AMP Limited Board in June 2018. He was appointed a member of the Audit, Nomination, Risk and Remuneration Committees in January 2019. In February 2019, John was appointed to the AMP Bank Board and as a member of its Audit and Risk Committees. EXPERIENCE John has over 40 years experience in the legal and financial services sectors in Australia. He started his career at Freehill Hollingdale & Page (Herbert Smith Freehills), later becoming a partner at the firm where he was recognised as one of Australia’s leading corporate and mergers and acquisitions lawyers. From 2003 to 2008, John was General Counsel of the Commonwealth Bank of Australia before spending ten years at Credit Suisse Australia where he was Executive Chairman, Investment Banking and Capital Markets, Australia until February 2018. John is a member of the Takeovers Panel. He holds a Bachelor of Laws and Bachelor of Arts from the University of Sydney and a Master of Laws from the University of London. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: None GOVERNMENT AND COMMUNITY INVOLVEMENT – Ambassador of the Australian Indigenous Education Foundation (appointed 2008) – Director of Serendipity Capital Holdings Limited (appointed April 2020) Michael Sammells INDEPENDENT NON-EXECUTIVE DIRECTOR BBus, FCPA, GAICD Michael was appointed to the AMP Limited Board as a non-executive director in March 2020. He is the Chairman of the Remuneration Committee and a member of the Audit, Nomination and Risk Committees. In March 2020, Michael was also appointed to the AMP Bank Board and is a member of its Audit and Risk Committees. EXPERIENCE Michael has over 35 years of professional experience, with significant experience in senior executive financial and commercial roles.  His experience as Chief Financial Officer spans over 20 years from 1999 to 2019, where he held this role in government, private and ASX listed companies. Michael is also a non-executive director of Sigma Healthcare Limited and has served on numerous private boards for the last 13 years. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: Sigma Healthcare Limited (appointed February 2020) – Andrea Slattery INDEPENDENT NON-EXECUTIVE DIRECTOR BAcc, MCom, FCPA, FCA, FSSA, FAICD, GCB.D Andrea was appointed to the AMP Limited Board as a non-executive director in February 2019 and is a member of the Audit, Nomination, Risk and Remuneration Committees. At the same time, she was appointed to the AMP Bank Limited Board and its Audit and Risk Committees. She was appointed Chair of the AMP Limited and AMP Bank Audit Committees in May 2019. EXPERIENCE Andrea has substantial experience as a non-executive director and senior executive in the financial services, retirement and superannuation, government relations, clean energy & low emissions technologies, infrastructure and professional services sectors with expertise in strategic, digital and corporate governance transformation and ESG, spanning more than 29 years. Andrea was the managing director and CEO of the SMSF Association for 14 years from 2003 to 2017, which she co-founded. Prior to this, Andrea was a financial adviser, as well as founding her own tax consulting and advisory business. Andrea attained the Global Competent Boards ESG (GCB.D) in 2021. Her previous Government Advisory Committee appointments include, the Federal Government’s Innovation Investment Partnership, Stronger Super Peak Consultative Group, Superannuation Advisory Group, the Future of Financial Advice, the Shadow Ministry’s Infrastructure and Innovation and Superannuation and Industry Partnerships. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: – Argo Global Listed Infrastructure (appointed April 2015) – Centrepoint Alliance Limited (November 2018 – January 2019) GOVERNMENT AND COMMUNITY INVOLVEMENT – Director of Clean Energy Finance Corporation (appointed February 2018) – Deputy Chairman of Woomera Prohibited Area Advisory Board (appointed July 2019) 39 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 40 Directors’ report for the year ended 31 December 2021 Alexis George CHIEF EXECUTIVE OFFICER BCom, FCA, GAICD Alexis George was appointed Chief Executive Officer (CEO) of AMP Limited on 2 August 2021. She is responsible for leading the AMP business. Alexis was appointed to the AMP Limited Board and AMP Bank Limited Board on 11 August 2021. EXPERIENCE Alexis has more than 25 years’ experience in the financial services industry in Australia and overseas. She spent seven years at ANZ, most recently as the Deputy Chief Executive Officer, working to drive group-wide strategic initiatives in addition to responsibility for shared service centres and banking services. As the Group Executive Wealth Australia, Alexis led ANZ’s ~$4 billion wealth divestment program, including the separation and sale of its life insurance and superannuation businesses. Prior to ANZ, Alexis spent ten years with ING Group in a number of senior roles including CEO Czech Republic and Slovakia responsible for banking, insurance and funds management and Regional COO Asia responsible for product, marketing, technology and operations. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: None GOVERNMENT AND COMMUNITY INVOLVEMENT – Member, Chief Executive Women (CEW) Australia (October 2016) Attendance at board and committee meetings The AMP Limited Board met 25 times during the year ended 31 December 2021. The Chair and directors also attended other meetings, including board committee meetings, special purpose committees, strategy sessions and working groups. The Chair and directors also frequently attended meetings of subsidiary boards and committees, special purpose committees, and working groups of which they were not a director or member during the year. The table below shows details of attendance by directors of AMP Limited at meetings of boards, committees and working groups of which they were members during the year ended 31 December 2021. Any voluntary attendances by directors in the capacity as observers are not included in the table below: Board/committee Held/attended Debra Hazelton Rahoul Chowdry John O’Sullivan Michael Sammells Andrea Slattery Kate McKenzie Mike Hirst 4 Alexis George 5 Francesco De Ferrari 6 AMP Limited Board Meetings1 Audit Committee Risk Committee Nomination Committee Remuneration Committee Subsidiary board and committee meetings2 Additional Committees3 A 25 25 25 25 25 25 12 10 13 B 25 25 25 25 25 24 12 10 10 A 4 4 4 4 4 4 2 – – B 4 4 4 4 4 4 2 – – A 7 7 7 7 7 7 3 – – B 7 7 7 7 7 7 3 – – A 4 4 4 4 4 4 2 – – B 4 4 4 4 4 4 2 – – A 6 6 6 6 6 6 3 – – B 6 6 6 6 6 5 3 – – A 5 – – 4 – – – – – B 5 – – 4 – – – – – B 2 11 15 13 6 0 0 – – Column A – indicates the number of meetings held while the director was a member of the board/committee. Directors may, and frequently do, attend meetings as observers if they are not a member of the board/committee. Column B – indicates the number of those meetings attended. 1 Where board and committee meetings of AMP Limited and AMP Bank Limited were held concurrently, only one meeting has been recorded. 2 Subsidiary board and committee meetings refer to meetings of the following board and committee main-subsidiary: AMP Capital Holdings Limited. 3 Additional committees were convened during the year on matters including the portfolio review, due diligence, and financial results. 4 Mike Hirst was appointed as a director of AMP Limited effective 1 July 2021. 5 Alexis George was appointed Chief Executive Officer of AMP Limited effective 2 August 2021 and as Managing Director on 11 August 2021. 6 Francesco De Ferrari resigned as Managing Director of AMP Limited effective 30 June 2021. 40 Directors’ report for the year ended 31 December 2021 Alexis George CHIEF EXECUTIVE OFFICER BCom, FCA, GAICD EXPERIENCE service centres and banking services. life insurance and superannuation businesses. Alexis George was appointed Chief Executive Officer (CEO) of AMP Limited on 2 August 2021. She is responsible for leading the AMP business. Alexis was appointed to the AMP Limited Board and AMP Bank Limited Board on 11 August 2021. Alexis has more than 25 years’ experience in the financial services industry in Australia and overseas. She spent seven years at ANZ, most recently as the Deputy Chief Executive Officer, working to drive group-wide strategic initiatives in addition to responsibility for shared As the Group Executive Wealth Australia, Alexis led ANZ’s ~$4 billion wealth divestment program, including the separation and sale of its Prior to ANZ, Alexis spent ten years with ING Group in a number of senior roles including CEO Czech Republic and Slovakia responsible for banking, insurance and funds management and Regional COO Asia responsible for product, marketing, technology and operations. DIRECTORSHIPS OF OTHER ASX LISTED COMPANIES: None GOVERNMENT AND COMMUNITY INVOLVEMENT – Member, Chief Executive Women (CEW) Australia (October 2016) Attendance at board and committee meetings The AMP Limited Board met 25 times during the year ended 31 December 2021. The Chair and directors also attended other meetings, including board committee meetings, special purpose committees, strategy sessions and working groups. The Chair and directors also frequently attended meetings of subsidiary boards and committees, special purpose committees, and working groups of which they were not a director or member during the year. The table below shows details of attendance by directors of AMP Limited at meetings of boards, committees and working groups of which they were members during the year ended 31 December 2021. Any voluntary attendances by directors in the capacity as observers are not included in the table below: Audit Risk Nomination Remuneration committee Committee Committee Committee Committee meetings2 Additional Committees3 Board/committee Held/attended Debra Hazelton Rahoul Chowdry John O’Sullivan Michael Sammells Andrea Slattery Kate McKenzie Mike Hirst 4 Alexis George 5 Francesco De Ferrari 6 AMP Limited Board Meetings1 A 25 25 25 25 25 25 12 10 13 B 25 25 25 25 25 24 12 10 10 A 4 4 4 4 4 4 2 – – B 4 4 4 4 4 4 2 – – A 7 7 7 7 7 7 3 – – B 7 7 7 7 7 7 3 – – A 4 4 4 4 4 4 2 – – B 4 4 4 4 4 4 2 – – A 6 6 6 6 6 6 3 – – B 6 6 6 6 6 5 3 – – Subsidiary board and A 5 – – 4 – – – – – B 5 – – 4 – – – – – B 2 11 15 13 6 0 0 – – Column A – indicates the number of meetings held while the director was a member of the board/committee. Directors may, and frequently do, attend meetings as observers if they are not a member of the board/committee. Column B – indicates the number of those meetings attended. 1 Where board and committee meetings of AMP Limited and AMP Bank Limited were held concurrently, only one meeting has been recorded. 2 Subsidiary board and committee meetings refer to meetings of the following board and committee main-subsidiary: AMP Capital Holdings Limited. 3 Additional committees were convened during the year on matters including the portfolio review, due diligence, and financial results. 4 Mike Hirst was appointed as a director of AMP Limited effective 1 July 2021. 5 Alexis George was appointed Chief Executive Officer of AMP Limited effective 2 August 2021 and as Managing Director on 11 August 2021. 6 Francesco De Ferrari resigned as Managing Director of AMP Limited effective 30 June 2021. COMPANY SECRETARY DETAILS Details of the company secretary of AMP Limited as at the date of this report, including her qualifications and experience, are set out below. Marissa Bendyk, General Counsel, Corporate Governance & Group Company Secretary LLB (Hons), BCom (Accounting), GAICD Marissa was appointed as the Company Secretary for AMP Limited on 6 May 2019 and is also secretary of several other AMP group companies. Before joining AMP, Marissa worked at APA Group and King & Wood Mallesons focusing on corporate governance, mergers and acquisitions, and corporate and commercial law. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS Under its constitution, the company indemnifies, to the extent permitted by law, all current and former officers of the company (including the non-executive directors) against any liability (including the costs and expenses of defending actions for an actual or alleged liability) incurred in their capacity as an officer of the company. This indemnity is not extended to current or former employees of the AMP group against liability incurred in their capacity as an employee, unless approved by the AMP Limited Board. During, and since the end of, the financial year ended 31 December 2021, the company maintained, and paid premiums for, directors’ and officers’ and company reimbursement insurance for the benefit of all of the officers of the AMP group (including each director, secretary and senior manager of the company) against certain liabilities as permitted by the Corporations Act 2001. The insurance policy prohibits disclosure of the nature of the liabilities covered, the amount of the premium payable and the limit of liability. In addition, the company and each of the current and former directors are parties to deeds of indemnity, insurance and access. Those deeds provide that: – – – – the directors will have access to board papers and specified records of the company (and of certain other companies) for their period of office and for at least 10 (or, in some cases, seven) years after they cease to hold office (subject to certain conditions); the company indemnifies the directors to the extent permitted by law, and to the extent and for the amount that the relevant director is not otherwise entitled to be, and is not actually, indemnified by another person; the indemnity covers liabilities (including legal costs) incurred by the relevant director in their capacity as a current or former director of the company, or as a director of any AMP group company or an AMP representative to an external company; and the company will maintain directors’ and officers’ insurance cover for the directors, to the extent permitted by law, for the period of their office and for at least 10 years after they cease to hold office. INDEMNIFICATION OF AUDITORS To the extent permitted by law, the company has agreed to indemnify its auditor, Ernst & Young, as part of the terms of its audit engagement agreement, against claims by third parties arising from the audit, other than where the claim is determined to have resulted from any negligent, wrongful or wilful act or omission by or of Ernst & Young. No payment has been made to indemnify Ernst & Young during or since the financial year ended 31 December 2021. REMUNERATION DISCLOSURES The remuneration arrangements for AMP directors and senior executives are outlined in the remuneration report which forms part of the directors’ report for the year ended 31 December 2021. Directors’ and senior executives’ interests in AMP Limited shares, performance rights and options are also set out in the remuneration report on the following pages. 41 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 42 REMUNERATION REPORT Our Board and Executive KMP, as leaders, are united in their recognition of AMP’s historical significance, their strong understanding of the business challenges faced and their drive and motivation to transform the business. Dear fellow shareholder In the 2021 financial year, enormous efforts were made to drive far-reaching and necessary changes within AMP. They were made against an external backdrop of another year heavily impacted by the new variants of the global COVID-19 pandemic, with long periods punctuated by lockdowns. There were also internal pressures and complexities created by the need to conduct the portfolio review, which concluded in April 2021, a significant shift in strategic direction and a change in Chief Executive Officer (CEO) partway through the group’s transformation. New direction and stability I am pleased, therefore, to report that new levels of energy, stability and clear direction have been brought to AMP under the stewardship of its new CEO, Alexis George. The promotion, hiring and retention of high- calibre and respected senior executives, who are outstanding leaders in their fields, were successfully achieved. This includes the appointment of Scott Hartley in January as CEO Australian Wealth Management and Shawn Johnson in June 2021 as CEO AMP Capital and the recent appointment of Felicia Trewin as Chief Technology Officer, who will be joining us in March 2022. Our Board and Executive KMP are united in their recognition of AMP’s historical significance, their strong understanding of the business challenges faced and their drive and motivation to transform the business. Most importantly, like the Board, they are focused on rebuilding value, trust and confidence in the business, and are moving at pace to make this happen. Year in review Despite some executive departures, the overall performance of AMP tracked at 61.5% against the 2021 target scorecard. This is a solid result, particularly considering external factors (eg COVID pandemic, unpredictability of market and economic factors, consumer shifts) and internal decisions (eg demerger, Infrastructure Debt sale, impairments, leadership changes) including uncertainty from ongoing operating model change. The most notable and significant achievements during 2021 were: – – – – The successful hiring and retention of business leaders with proven track records to the executive team The laying of foundations and delivering to date to the demerger timetable to create two separate, streamlined and agile businesses – a new and reinvigorated AMP Limited and Private Markets The completion of the sale of the remaining stake in Resolution Life and the agreed divestments of other non-core businesses – global equities, fixed income and infrastructure debt The core bank system was simplified and modernised, and we more strongly aligned our advice network, invested in the North platform and repriced the Master Trust and MySuper products, the delivery of ~$130 million in cost reductions and improvement in culture. The scorecard objectives, measures and targets are set at the start of the year and relate to weighted long-term goals to improve financials, boost client care, drive strategic priorities and significantly lift both risk management and leadership. Of the total scorecard targets set for 2021, 51% are financial and 49% non-financial measurements, of which many are lead indicators of sustainable future financial performance such as strategy, culture, leadership, reputation and risk. REMUNERATION REPORT CONTENTS 1 Remuneration snapshot 44 2 Detailed background on the remuneration strategy and framework 50 3 Performance and reward outcomes 4 Remuneration governance 5 Executive shareholdings and contracts 6 Non-Executive Director fees and shareholding requirements 7 Statutory tables 53 58 60 62 63 W 42 REMUNERATION REPORT Our Board and Executive KMP, as leaders, are united in their recognition of AMP’s historical significance, their strong understanding of the business challenges faced and their drive and motivation to transform the business. Dear fellow shareholder In the 2021 financial year, enormous efforts were made to drive far-reaching and necessary changes within AMP. They were made against an external backdrop of another year heavily impacted by the new variants of the global COVID-19 pandemic, with long periods punctuated by lockdowns. There were also internal pressures and complexities created by the need to conduct the portfolio review, which concluded in April 2021, a significant shift in strategic direction and a change in Chief Executive Officer (CEO) partway through the group’s transformation. New direction and stability I am pleased, therefore, to report that new levels of energy, stability and clear direction have been brought to AMP under the stewardship of its new CEO, Alexis George. The promotion, hiring and retention of high- calibre and respected senior executives, who are outstanding leaders in their fields, were successfully achieved. This includes the appointment of Scott Hartley in January as CEO Australian Wealth Management and Shawn Johnson in June 2021 as CEO AMP Capital and the recent appointment of Felicia Trewin as Chief Technology Officer, who will be joining us in March 2022. Our Board and Executive KMP are united in their recognition of AMP’s historical significance, their strong understanding of the business challenges faced and their drive and motivation to transform the business. Most importantly, like the Board, they are focused on rebuilding value, trust and confidence in the business, and are moving at pace to make this happen. Year in review Despite some executive departures, the overall performance of AMP tracked at 61.5% against the 2021 target scorecard. This is a solid result, particularly considering external factors (eg COVID pandemic, unpredictability of market and economic factors, consumer shifts) and internal decisions (eg demerger, Infrastructure Debt sale, impairments, leadership changes) including uncertainty from ongoing operating model change. The most notable and significant achievements during 2021 were: – The successful hiring and retention of business leaders with proven track records to the executive team – The laying of foundations and delivering to date to the demerger timetable to create two separate, streamlined and agile businesses – a new and reinvigorated AMP Limited and Private Markets – The completion of the sale of the remaining stake in Resolution Life and the agreed divestments of other non-core businesses – global equities, fixed income and infrastructure debt – The core bank system was simplified and modernised, and we more strongly aligned our advice network, invested in the North platform and repriced the Master Trust and MySuper products, the delivery of ~$130 million in cost reductions and improvement in culture. The scorecard objectives, measures and targets are set at the start of the year and relate to weighted long-term goals to improve financials, boost client care, drive strategic priorities and significantly lift both risk management and leadership. Of the total scorecard targets set for 2021, 51% are financial and 49% non-financial measurements, of which many are lead indicators of sustainable future financial performance such as strategy, culture, leadership, reputation and risk. REMUNERATION REPORT CONTENTS 1 Remuneration snapshot 44 2 Detailed background on the remuneration strategy and framework 3 Performance and reward outcomes 4 Remuneration governance 5 Executive shareholdings and contracts 6 Non-Executive Director fees and shareholding requirements 7 Statutory tables 50 53 58 60 62 63 In addition, with AMP’s respectable underlying full-year results, the total score achieved was due to the strategically significant work undertaken, in large part, by our renewed and strengthened executive team during 2H21. 2021 incentive outcomes In determining the 2021 group incentive pool, the Board was highly cognisant of the shareholder experience and the impacts of organisational instability during the first half of 2021. This was caused by previous poor customer experiences as well as reputation- related events, the portfolio review and the announcement of Francesco De Ferrari’s departure. These factors clearly weighed on AMP’s reputation and share price. It is important to highlight the tremendous work and dedication of AMP’s employees, who were significantly stretched at many times during the year, yet consistently strove to provide improved care to customers. I wish to personally thank them for their significant contributions to the business during this difficult and challenging period. Therefore, considering a holistic view of performance, the risk overlay and the risk metrics included in the scorecard, the Board determined to set an incentive pool of 70% of target (excluding AMP Capital). We aimed to balance the need to reward, retain and motivate employees, acknowledging strategic outcomes delivered in 2021, while also recognising and aligning to the disappointing shareholder experience. As AMP works its way through this strategically important and challenging time, the judgement between rewarding and retaining high-quality executives and the shareholder experience represents some challenges. The incentive pool for Executive KMP is 50% of target, of which 40% will be paid in cash in April 2022 and 60% delivered in share rights, that vest over three years for the CEO and over two years for Executive KMP. Individual allocations vary based on time in role and performance. Furthermore, the Board determined that the former CEO will not receive a STI allocation for 2021. There were no long term incentive (LTI) plans due to be tested in 2021; therefore, no LTI vested in 2021. Subject to shareholder approval at the AGM in May 2022, performance rights under the LTI program will be granted. Based on our continued commitment to provide greater transparency and disclosure, we provided details on the 2021 scorecard and STI outcomes in Sections 1.4, 1.5, 3.2 and 3.5 of this report. Executive remuneration framework The shareholder vote against the 2019 Remuneration Report was taken very seriously by the Board. As a result, we consulted with shareholders, proxy advisers and other shareholder representatives. We listened carefully to concerns along the way and acted on them. As outlined in last year’s Remuneration Report, a consistent and simplified executive remuneration framework was developed during 2020 and applied from 1 January 2021, outlined in Section 1.3. The Chair’s fees were reduced from $660,000 to $561,000 and NEDs’ base fees were reduced from $240,000 to $204,000 per annum (inclusive of superannuation contributions). With the demerger underway, no amendments are proposed to the framework for 2022. Nevertheless, it is the Board’s intention to review key aspects of executive remuneration on a regular basis to ensure the structure and methodology remain aligned with our remuneration principles while supporting the reinvigoration and growth of the new AMP. Post the demerger, we will review and ensure compliance with the Financial Accountability Regime and APRA’s remuneration prudential standard (CPS 511) for implementation in 2023. One-off events outside the 2021 remuneration framework CEO’s sign-on award We are delighted Alexis George, one the country’s most experienced and respected leaders in wealth and banking, joined AMP as CEO in August 2021. A competitive remuneration package was developed to recognise remuneration forgone in leaving her roles as ANZ Banking Group’s Deputy CEO and Group Executive of its wealth arm, with a sign-on equity award with a face value of $4.091 million, tranches of which will vest over the next four years. Part of the sign-on equity, to the value of $1.32 million, vested during 2021 and Alexis George also received $732,500 in cash in lieu of STI forgone at her previous employer. Full details of Alexis George’s sign-on awards and Francesco De Ferrari’s exit arrangements can also be found in Section 1.6. Retention awards In 2020, during the portfolio review, to provide enhanced stability and continuity across the business, the Board granted one-off retention awards to critical Executive KMP. This also recognised key executives’ additional workloads as a result of the portfolio review. When the concept was first considered, extensive consultation with shareholders and proxy advisors was undertaken. They expressed their general dislike of such payments, however, understood and recognised the challenging and unique situation facing AMP. As detailed in the 2020 Remuneration Report, the retention awards totalled $3.89 million. On 31 October 2021, 60% of the award was paid in cash. The remaining 40% was delivered in share rights that will vest on 31 October 2024. Non-Executive Director remuneration As previously announced, the Board reviewed the Chair and Non-Executive Director fees and determined there would be a 15% reduction to all fees effective 1 August 2021 to reflect the sale of AMP Life. Non-Executive Director fees will be reviewed again following completion of the demerger. People and culture strategy As we continue our drive to improve AMP’s culture, uplifting our performance framework and practices across AMP are an important part of the reset. The framework places equal emphasis on results (“the what”) and behaviours (“the how”), linking strategy, goals, performance outcomes and remuneration. We are launching a new performance management approach in 2022 in conjunction with the roll out of a new system: PeopleCONNECT. Other actions undertaken during 2021 included: completion of the Group’s 2021 action plan, following an in-depth review of workplace conduct, which will continue in 2022; launching a new inclusion and diversity policy; and uplifting workplace relations capability. A set of non-negotiable actions were implemented, they include: delivering inclusive leadership training for all AMP employees; ensuring a consistent approach to workplace conduct management, including taking a person-centred approach to conduct matters and the application of consequences; and establishing succession and retention plans for critical roles. During 2021, we commenced our journey towards a simpler, purpose-led AMP. Importantly, we are taking an inclusive and participative approach with employees and customers to develop our new purpose and values. We expect to launch these in 1H22. The approach has engaged more than 30% of the workforce in face-to-face workshops, giving our people the opportunity to share in open conversations about the past, current experiences and envisage a positive future. Furthermore, frequent messages from Alexis George have been well received and the executive team is focused on leading by example. Regular employee surveys show evidence of this, with improved trust in leadership, and renewed confidence in the direction of the business. We appreciate and welcome feedback from our stakeholders and will continue to engage with you as we transform and grow post demerger. On behalf of the Board, I would like to thank you for your support as an AMP shareholder and invite you to read the full report in detail. Michael Sammells Chair, Remuneration Committee 43 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n W 44 Remuneration report This report details the remuneration framework and outcomes for Key Management Personnel (KMP) of AMP Limited for the year ended 31 December 2021. It has been prepared and audited in accordance with the disclosure requirements of the Corporations Act 2001. 1 SECTION REMUNERATION SNAPSHOT 1.1 KEY MANAGEMENT PERSONNEL Name Executive KMP  Alexis George David Cullen Position Chief Executive Officer Group General Counsel James Georgeson Chief Financial Officer Term as KMP 2 August 2021 Full year Full year Chief Executive Officer, Australian Wealth Management 11 January 2021 Scott Hartley Shawn Johnson Rebecca Nash Sean O’Malley Phil Pakes Chief Executive Officer, AMP Capital Chief People Officer Group Executive, AMP Bank Chief Risk Officer Former Executive KMP Francesco De Ferrari 1 Chief Executive Officer Helen Livesey 2 Blair Vernon 3 Non-executive Directors Debra Hazelton Rahoul Chowdry Michael Hirst Group Executive, People and Corporate Affairs Chief Executive Officer, AMP New Zealand Chair Non-Executive Director Non-Executive Director Kathryn McKenzie Non-Executive Director John O’Sullivan Non-Executive Director Michael Sammells Non-Executive Director Andrea Slattery Non-Executive Director 28 June 2021 15 November 2021 15 November 2021 Full year 30 June 2021 15 November 2021 31 December 2020 Full year Full year 1 July 2021 Full year Full year Full year Full year 1 Francesco De Ferrari’s formal termination date was 25 December 2021. Termination payment details are included in Section 1.6 and table 7.1 of this report. 2 Helen Livesey’s formal termination date was 1 January 2022. Termination payment details are included in Section 1.6 and table 7.1 of this report. 3 Blair Vernon was included in the 2020 Remuneration Report while acting as Chief Executive Officer, AMP Australia (AMPA). AMP has determined that the Chief Executive Officer, AMP New Zealand role is not KMP as the position does not have the authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly due to the New Zealand business not being of a size that is material to the overall results of AMP. 1.2 SHAREHOLDER FEEDBACK ON 2020 REMUNERATION REPORT At the conclusion of the 2021 AGM, 76.18% of votes were in support of the remuneration report, with positive feedback received on improvements in the structure, content and layout of the remuneration report providing greater clarity than previous versions. However, some important points were raised. Shareholder feedback Board response LTI design, including more performance measures Board discretion The current LTI design aligns to standard market practice, the Board will consider the a second performance measure to the LTI for 2023 subject to compliance with CPS 511. The Board exercises discretion to apply remuneration consequences to executives with overall accountability for matters arising in their business units with adverse risk, customer and/or reputational impacts. Along with a range of measures, the Board considers individual performance or conduct that has an in-year impact on STI awarded. Transparency The Board remains committed to providing greater clarity and detail in the disclosure especially as it relates to the STI outcomes. 44 Remuneration report This report details the remuneration framework and outcomes for Key Management Personnel (KMP) of AMP Limited for the year ended 31 December 2021. It has been prepared and audited in accordance with the disclosure requirements of the Corporations Act 2001. 1.3 2021 REMUNERATION FRAMEWORK The following diagram illustrates the remuneration framework applied to AMP Limited Executive KMP during 2021 and announced in the 2020 Remuneration Report. It is underpinned by the remuneration governance, risk management and consequence management frameworks and is subject to overall AMP Board discretion. The rationale for the remuneration framework has been to strengthen and simplify AMP’s overall approach to remuneration. In addition, it was developed to work effectively within the context of AMP’s transformation. With the variable pay and extensive deferral included in the awards, emphasis is placed on the shareholder experience and compliance with regulatory frameworks and guidelines, including BEAR. OUR REMUNERATION PRINCIPLES Market competitive to attract the right people Reflect our values behaviours and expectations Differentiate for performance and adjust for risk Linked to strategy and sustainable value creation Balance interests of clients people and shareholders ELEMENT PURPOSE AWARD MIX TARGET TIME FRAME OUR REMUNERATION FRAMEWORK Fixed Remuneration FR Short Term Incentive STI Long Term Incentive LTI Market competitive to attract and retain talent Takes executive skill and experience into account Cash: Reward for achieving key financial and non-financial priorities that progress the strategy Equity: Encourage retention and monitor latent risk related to the performance period Align reward to shareholder success with upside for superior performance relative to market peers Cash 40% cash 60% equity Market median and relevant peer group Target is 100% of FR 1 Max is 200% of Target n/a Cash paid in relevant year Equity deferred over two to three years Equity rights at face value Up to 100% of FR in performance rights Three-year performance period and additional one-year restriction Based on Total Shareholder Return (TSR) relative to ASX 100 Financial Organisations ex AREITs over a three- year performance period with further 12-month restriction At the conclusion of the 2021 AGM, 76.18% of votes were in support of the remuneration report, with positive feedback received on improvements in the structure, content and layout of the remuneration report providing greater clarity than previous versions. However, 1 Chief Risk Officer (CRO) target is 70% of FR (max is 200% of target or 140% of FR). VESTING On award CEO: 33.4% in year two, 33.3% in years three and four Group Executive KMP: 50% in year two, 50% in year three James Georgeson Chief Financial Officer Chief Executive Officer, Australian Wealth Management 11 January 2021 1 SECTION Name Executive KMP  Alexis George David Cullen Scott Hartley Shawn Johnson Rebecca Nash Sean O’Malley Phil Pakes REMUNERATION SNAPSHOT 1.1 KEY MANAGEMENT PERSONNEL Position Chief Executive Officer Group General Counsel Chief Executive Officer, AMP Capital Chief People Officer Group Executive, AMP Bank Chief Risk Officer Francesco De Ferrari 1 Chief Executive Officer Group Executive, People and Corporate Affairs Chief Executive Officer, AMP New Zealand Former Executive KMP Helen Livesey 2 Blair Vernon 3 Non-executive Directors Debra Hazelton Rahoul Chowdry Michael Hirst Chair Non-Executive Director Non-Executive Director Kathryn McKenzie Non-Executive Director John O’Sullivan Non-Executive Director Michael Sammells Non-Executive Director Andrea Slattery Non-Executive Director Term as KMP 2 August 2021 Full year Full year 28 June 2021 15 November 2021 15 November 2021 Full year 30 June 2021 15 November 2021 31 December 2020 Full year Full year 1 July 2021 Full year Full year Full year Full year 1 Francesco De Ferrari’s formal termination date was 25 December 2021. Termination payment details are included in Section 1.6 and table 7.1 of this report. 2 Helen Livesey’s formal termination date was 1 January 2022. Termination payment details are included in Section 1.6 and table 7.1 of this report. 3 Blair Vernon was included in the 2020 Remuneration Report while acting as Chief Executive Officer, AMP Australia (AMPA). AMP has determined that the Chief Executive Officer, AMP New Zealand role is not KMP as the position does not have the authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly due to the New Zealand business not being of a size that is material to the overall results of AMP. 1.2 SHAREHOLDER FEEDBACK ON 2020 REMUNERATION REPORT some important points were raised. Shareholder feedback Board response LTI design, including more performance measures Board discretion The current LTI design aligns to standard market practice, the Board will consider the a second performance measure to the LTI for 2023 subject to compliance with CPS 511. The Board exercises discretion to apply remuneration consequences to executives with overall accountability for matters arising in their business units with adverse risk, customer and/or reputational impacts. Along with a range of measures, the Board considers individual performance or conduct that has an in-year impact on STI awarded. Transparency The Board remains committed to providing greater clarity and detail in the disclosure especially as it relates to the STI outcomes. 45 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 46 Remuneration report 1.4 2021 SCORECARD AND OUTCOMES PRIORITIES Deliver financials Think client first Strategic priorities Manage risk Leadership WHAT 60% HOW 40% 2021 OBJECTIVES  Drive group P&L performance  Drive client outcomes  Effectively manage return profile  Drive client engagement  Improve market reputation  Drive net new business  Client remediation program  Financially aligned objective  Maximise shareholder value – portfolio review  Reinvent wealth management in Australia  Repivot asset management to private markets  Grow NZ franchise  Create simpler, leaner business  Operate within risk appetite  Drive employee engagement  Strengthen three lines of defence  Improve risk culture  Promote diverse and inclusive culture  Succession planning and strength of executive team WEIGHTING 30% 15% 15% 20% 20% PERCENTAGE OF OBJECTIVES ACHIEVED SCORECARD RESULT STI POOL BOARD DISCRETION OVERLAY 0% 94% 90% 80% 90% 61.5% AMP STI Pool 70%1 of Target 2 Executive KMP STI Pool 50% of Target The Board considered a number of factors including the risk overlay and shareholder experience and determined that funding the pool at this level is appropriate and equitably rewards the contribution of employees 1 The STI incentive pool excludes AMP Capital which is delivered through a profit share arrangement. 2 Where target is the midpoint of the overall incentive opportunity. 1.4 2021 SCORECARD AND OUTCOMES 1.5 ACTUAL REMUNERATION REALISED IN 2021 Under AMP’s remuneration framework, executives are eligible to receive a mix of fixed remuneration, STI (delivered 40% in cash and 60% deferred in share rights) and LTI. The table below sets out the remuneration actually received by the CEO and Executive KMP as at 31 December 2021 and the value of any equity awarded in prior years (either as deferred STI and/or LTI) vesting during 2021. This information differs from the statutory remuneration table which presents remuneration in accordance with Australian Accounting Standards. Statutory disclosures are included in Section 7.1. Fixed 1 $ Cash STI 2 $ 714,192 172,000 – – Short term benefits Retention Payments 3 $ Vested equity 4 $ Sign-on awards 5 $ Benefits 6 $ 1,316,759 732,500 – – – Executive KMP Alexis George David Cullen James Georgeson Scott Hartley Shawn Johnson Rebecca Nash7 Sean O'Malley7 Phil Pakes Year 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 750,000 180,000 450,000 182,223 739,481 – – 203,892 750,000 186,000 450,000 745,792 – 875,342 206,000 – – 486,712 274,000 – – 634,658 114,400 – – 556,438 111,600 – 700,000 520,219 – tbd8 – – – – – – – – – – 420,000 – 33,419 48,726 – – – – – – – – – – Total Remuneration received $ 2,935,451 – 1,569,641 943,373 1,420,419 796,018 1,185,870 – 804,493 – 749,404 – 669,677 – 1,132,339 520,219 – – 7,418 – 1,000 1,800 104,528 – 43,781 – 346 – 1,639 – 12,339 – – – – – – – – – – – – – – – – 1 Fixed remuneration (FR) received reflects the time in role during 2021. For Rebecca Nash and Sean O’Malley, FR received also includes amounts received prior to their appointments. 2 Cash STI paid during the relevant year is based on outcomes related to the applicable year’s performance and reflected for the relevant reporting period. Cash STI represents 40% of the total STI awarded and the remaining 60% will be delivered in share rights in April 2022. 3 The cash component of the Portfolio Review retention awards granted in 2020 were paid on 31 October 2021 to Executive KMP at that time. 4 The value of vested equity awards was calculated based on the units which vested multiplied by the five-day volume weighted average price (VWAP) up to and including the vesting date of each award. The table also includes the portion of Alexis George’s sign-on awards that vested during 2021. 5 The CEO Alexis George received sign-on cash to the value of $732,500 in December 2021. Full details of the sign-on awards are provided in Section 1.6. 6 Other benefits may include non-monetary benefits and any related FBT exempt benefits and FBT payable benefits, for example car related expenses, insurances, professional memberships and subscriptions. 7 The FR for Rebecca Nash and Sean O’Malley reflects their pro rated FR in their current KMP and prior non-KMP roles. 8 The STI amount is to be determined but will be within the range of zero to a cap of 58% of his target STI opportunity of $490,000. 46 Remuneration report PRIORITIES Deliver financials Think client first Strategic priorities Manage risk Leadership WHAT 60% HOW 40%  Operate within  Drive employee risk appetite engagement  Strengthen three  Promote diverse lines of defence and inclusive  Improve risk culture culture  Succession planning and strength of executive team  Drive group P&L  Drive client performance outcomes  Effectively manage return profile  Drive client engagement  Improve market reputation  Drive net new business  Client remediation program  Maximise shareholder value – portfolio review  Reinvent wealth management in Australia  Repivot asset management to private markets  Grow NZ franchise  Create simpler, leaner business  Financially aligned objective WEIGHTING 30% 15% 15% 20% 20% 0% 94% 90% 80% 90% 61.5% AMP STI Pool 70%1 of Target 2 Executive KMP STI Pool 50% of Target The Board considered a number of factors including the risk overlay and shareholder experience and determined that funding the pool at this level is appropriate and equitably rewards the contribution of employees 1 The STI incentive pool excludes AMP Capital which is delivered through a profit share arrangement. 2 Where target is the midpoint of the overall incentive opportunity. 2021 OBJECTIVES PERCENTAGE OF OBJECTIVES ACHIEVED SCORECARD RESULT STI POOL BOARD DISCRETION OVERLAY 47 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 48 Remuneration report 1.6 KEY NON-FRAMEWORK RELATED EVENTS Details Alexis George, CEO Alexis George was appointed as the new Chief Executive Officer and commenced on 2 August 2021. Remuneration included: – – – – Salary (including superannuation) $1.715 million. Sign-on equity award with a face value of $4.091 million delivered in AMP equity vesting over four years to replace existing incentive arrangements that were foregone with previous employer. On 22 November 2021, the portion vested, see Sections 7.3 and 7.4. % of Total Award Number Vested Lapsed Value at vesting $512,315 Performance – $191,938 Absolute TSR CAGR of more than 8% – – 122,010 $452,611 Relative TSR at 64.3 percentile Share rights Performance rights Performance rights 13% 5% 15% 507,243 109,038 448,130 Performance period 2 August – 22 November 2021 with TSR of 8.49% She received $732,500 in cash to replace STI foregone. She will participate in the LTI grant for 2022 subject to the grant being approved by shareholders at the AGM in May 2022. Francesco De Ferrari, Former CEO AMP agreed a mutual separation with Francesco De Ferrari effective 30 June 2021. The final termination date was 25 December 2021. He received the following payments: – – – Payment in lieu of six months notice. Payment of $300,000 (less applicable tax) in respect of the additional work that was provided to the AMP Capital business throughout 2021. Relocation allowance of $377,000 before tax. – No STI outcome was awarded for 2021. – Eligible to retain a pro rata portion of the 2019 LTI award and Transformation Incentive award based on time elapsed from the grant date to termination date. The awards will remain on foot in accordance with the original terms of offer and performance hurdles tested on the vesting date. The remaining balance of both awards will lapse. – Eligible to retain all other unvested incentive awards, held on foot in accordance with the original terms of offer, see Sections 7.3 and 7.4. The former CEO was not granted a LTI or a retention award in 2021. Shawn Johnson, CEO AMP Capital Shawn Johnson was appointed as AMPC CEO and commenced on 28 June 2021. Remuneration arrangements include: – – Annual fixed remuneration of $950,000 including superannuation. Eligible to participate in an annual incentive with the opportunity to receive a discretionary annual award of up to 1.2% of the AMP Capital modified profit of which 60% will be deferred and vest over two years. – Eligible to participate in an equity plan in Private Markets after listing. He did not receive any equity awards under the AMP Limited Equity Incentive Plans. Helen Livesey, Group Executive People and Corporate Affairs Helen Livesey ceased as KMP on 15 November 2021 with a termination date of 1 January 2022. Redundancy payments include: – – – – – Payment in lieu of balance of twelve months notice. Provision of other benefits required by law. A pro-rated portion of the unvested Transformation Incentive award will lapse, and the remaining balance is retained in accordance with plan rules and subject to original terms. Eligible to retain all other unvested incentive awards, held on foot in accordance with the original terms of offer, see Sections 7.3 and 7.4. STI outcome for 2021 of $300,000 paid in cash. It represents 35% of the pro rated target STI opportunity, see Sections 3.5 and 7.1. Retention awarded in 2020 and paid in 2021 As indicated in the 2020 Remuneration Report, the Board awarded selected retention awards to key individuals to maintain stability through the portfolio review. The cash portion (60%) of these awards were paid on 31 October 2021 and the remaining (40%) delivered as share rights that vest in October 2024, see Sections 1.5, 7.1 and 7.3. 48 Remuneration report 1.6 KEY NON-FRAMEWORK RELATED EVENTS 1.7 LOOKING FORWARD 2022 Details Alexis George, CEO – – – – – – – – – – – – – – Alexis George was appointed as the new Chief Executive Officer and commenced on 2 August 2021. Remuneration included: Salary (including superannuation) $1.715 million. Sign-on equity award with a face value of $4.091 million delivered in AMP equity vesting over four years to replace existing incentive arrangements that were foregone with previous employer. On 22 November 2021, the portion vested, see Sections 7.3 and 7.4. Share rights Performance rights Performance rights Total Award Number Vested Lapsed % of 13% 5% 15% 507,243 109,038 448,130 – – $191,938 Absolute TSR CAGR of more than 8% 122,010 $452,611 Relative TSR at 64.3 percentile Performance – Value at vesting $512,315 Performance period 2 August – 22 November 2021 with TSR of 8.49% She received $732,500 in cash to replace STI foregone. She will participate in the LTI grant for 2022 subject to the grant being approved by shareholders at the AGM in May 2022. AMP agreed a mutual separation with Francesco De Ferrari effective 30 June 2021. The final termination date was 25 December 2021. Payment of $300,000 (less applicable tax) in respect of the additional work that was provided to the AMP Capital business throughout 2021. Francesco De Ferrari, Former CEO He received the following payments: Payment in lieu of six months notice. Relocation allowance of $377,000 before tax. – No STI outcome was awarded for 2021. – Eligible to retain a pro rata portion of the 2019 LTI award and Transformation Incentive award based on time elapsed from the grant date to termination date. The awards will remain on foot in accordance with the original terms of offer and performance hurdles tested on the vesting date. The remaining balance of both awards will lapse. – Eligible to retain all other unvested incentive awards, held on foot in accordance with the original terms of offer, see Sections 7.3 and 7.4. The former CEO was not granted a LTI or a retention award in 2021. Shawn Johnson, CEO AMP Capital Shawn Johnson was appointed as AMPC CEO and commenced on 28 June 2021. Remuneration arrangements include: Annual fixed remuneration of $950,000 including superannuation. Eligible to participate in an annual incentive with the opportunity to receive a discretionary annual award of up to 1.2% of the AMP Capital modified profit of which 60% will be deferred and vest over two years. – Eligible to participate in an equity plan in Private Markets after listing. He did not receive any equity awards under the AMP Limited Equity Incentive Plans. Helen Livesey, Group Executive People and Corporate Affairs Helen Livesey ceased as KMP on 15 November 2021 with a termination date of 1 January 2022. Redundancy payments include: Payment in lieu of balance of twelve months notice. Provision of other benefits required by law. with plan rules and subject to original terms. A pro-rated portion of the unvested Transformation Incentive award will lapse, and the remaining balance is retained in accordance Eligible to retain all other unvested incentive awards, held on foot in accordance with the original terms of offer, see Sections 7.3 and 7.4. STI outcome for 2021 of $300,000 paid in cash. It represents 35% of the pro rated target STI opportunity, see Sections 3.5 and 7.1. Retention awarded in 2020 and paid in 2021 As indicated in the 2020 Remuneration Report, the Board awarded selected retention awards to key individuals to maintain stability through the portfolio review. The cash portion (60%) of these awards were paid on 31 October 2021 and the remaining (40%) delivered as share rights that vest in October 2024, see Sections 1.5, 7.1 and 7.3. Remuneration framework No changes to the remuneration framework are proposed for 2022. The Board will continue to review its approach to executive remuneration on a regular basis and will consult with shareholders for feedback. Any adjustments will seek to ensure the structure and methodology remain aligned with our remuneration principles whilst supporting the growth of the business. We will also review for compliance with the Financial Accountability Regime and APRA’s remuneration prudential standard CPS 511 during 2022 for implementation in 2023. Treatment of unvested equity at the demerger The Board has approved an approach for the treatment of the unvested shares and rights at the time of demerger. The treatment is based on the principle that employees should be treated fairly and in line with shareholders at the point of the demerger. The performance measures should continue to operate as intended. The treatment is also consistent with market practice and the approach used in other recent demergers. 2022 scorecard For 2022, we are making changes to the scorecard to ensure that the process is simpler, more transparent and drives an improved, performance-oriented and aligned business. While the key result areas remain consistent, their labels, respective weightings, along with the objectives and measures are changing. In addition, principles have been established to inform the development of the scorecard, to improve clarity and alignment, and increase focus on the successful achievement of the critical objectives. 1 SCORECARD PRINCIPLES ARE: – – – – Be clear on strategic priorities – Focus on fewer objectives and measures Increase focus on customer and people – Quantitative or meaningful qualitative measures Provide a whole of AMP perspective Balance shareholder and regulator requirements – – Scorecard is easy to communicate to employees and externally Cascade key result areas and objectives Key result areas Objectives Metric Customer Improve our brand and reputation Reputational score RepTrak Deliver to our customers Customer NPS 20% People 20% Strategy 20% Finance 30% Risk 10% 100% Improve employee engagement eSat progress target Build an inclusive culture Inclusion index progress target Gender diversity tracking to target for senior executives Grow the Bank Grow the Platform business Complete the demerger Simplify the business Manage return on equity Improve profitability Mortgage book growth Net cashflow Tracking to plan Achieve target total cost base Return on equity (RoE) NPAT (statutory) NPAT (underlying) Operate within risk appetite 95–100% compliance within stated risk appetite, and action plans where appropriate Embed risk culture Risk culture self-assessment The overall AMP performance scorecard outcome is subject to Board discretion and a risk overlay 1 In early 2022, AMP will be introducing a new Performance Management approach through a new human resource information system: PeopleCONNECT. 49 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 50 Remuneration report 2 SECTION DETAILED BACKGROUND ON THE REMUNERATION STRATEGY AND FRAMEWORK 2.1 REMUNERATION STRATEGY The goal of the AMP remuneration strategy is to align performance, ensure prudent risk management and reward outcomes. It is designed to support the attraction, retention and reward of high-performing talent required to deliver strong client outcomes, sustained returns to shareholders and foster an environment where our employees can thrive. At the beginning of each year the Board sets the scorecard for the year to support the achievement of the business strategy. The scorecard consists of five key strategic priorities as outlined below and the Board determines the appropriate objectives, metrics and targets. These are then cascaded to business units and achievement is assessed on overall, business unit, team and individual performance. Outcomes awarded under our remuneration framework reflect both what our strategy seeks to deliver and how it is delivered, as performance assessment explicitly considers not only the strategic priorities delivered, but also relies on the visible demonstration of our desired culture, behaviours and conduct expectations. The remuneration principles provide AMP with the flexibility to address the challenges in attracting and retaining talent, remaining competitive and differentiating for performance. These principles are reviewed on a regular basis to ensure they remain fit for purpose and will be used by the Board in annual assessments of the effectiveness of AMP’s remuneration strategy and framework. OUR REMUNERATION PRINCIPLES Market competitive to attract the right people Reflect our values behaviours and expectations Differentiate for performance and adjust for risk Linked to strategy and sustainable value creation Balance interests of clients, people and shareholders 1. AMP PURPOSE 2. AMP STRATEGY 3. BUSINESS UNIT STRATEGY AWM Bank NZWM AMPC 4. STRATEGIC PRIORITIES 5. DELIVER AND TRACK 6. PERFORMANCE ASSESSMENT 7. REWARD Deliver financials Think client first Strategic priorities Manage risk Plan What – Set AMP scorecard AMP scorecard for year ahead – Set business area scorecard aligned to AMP scorecard Track – Track progress quarterly – Review and overlay qualitative risk assessment quarterly Business unit scorecard Individual performance assessment How Values and behaviours Personal risk management Leadership Report – Report progress to Board quarterly Enabling Functions Operating rhythms to check in, assess, course correct, including setting and tracking of stretch goals 8. SHAREHOLDER EXPERIENCE Long term incentive through performance rights Demonstrate desired conduct and risk behaviours The Board determines the AMP incentive pool based on a holistic assessment of company performance The CEO can determine if any adjustments will be made for business units Individual outcomes based on AMP incentive pool and individual performance assessment Vested based on relative TSR 50 Remuneration report 2 SECTION DETAILED BACKGROUND ON THE REMUNERATION STRATEGY AND FRAMEWORK 2.1 REMUNERATION STRATEGY The goal of the AMP remuneration strategy is to align performance, ensure prudent risk management and reward outcomes. It is designed to support the attraction, retention and reward of high-performing talent required to deliver strong client outcomes, sustained returns to shareholders and foster an environment where our employees can thrive. At the beginning of each year the Board sets the scorecard for the year to support the achievement of the business strategy. The scorecard consists of five key strategic priorities as outlined below and the Board determines the appropriate objectives, metrics and targets. These are then cascaded to business units and achievement is assessed on overall, business unit, team and individual performance. Outcomes awarded under our remuneration framework reflect both what our strategy seeks to deliver and how it is delivered, as performance assessment explicitly considers not only the strategic priorities delivered, but also relies on the visible demonstration of our desired culture, behaviours and conduct expectations. The remuneration principles provide AMP with the flexibility to address the challenges in attracting and retaining talent, remaining competitive and differentiating for performance. These principles are reviewed on a regular basis to ensure they remain fit for purpose and will be used by the Board in annual assessments of the effectiveness of AMP’s remuneration strategy and framework. OUR REMUNERATION PRINCIPLES Market competitive Reflect our values to attract the right people behaviours and expectations Differentiate for performance and adjust for risk Linked to strategy and sustainable value creation Balance interests of clients, people and shareholders AMP PURPOSE 1. 2. 3. AMP STRATEGY BUSINESS UNIT STRATEGY AWM Bank NZWM AMPC 8. SHAREHOLDER EXPERIENCE 4. STRATEGIC PRIORITIES 5. DELIVER AND TRACK 6. PERFORMANCE ASSESSMENT 7. REWARD Deliver financials Think client first Strategic priorities Manage risk Plan What – Set AMP scorecard AMP scorecard for year ahead – Set business area scorecard aligned to AMP scorecard Track – Track progress quarterly – Review and overlay qualitative risk assessment quarterly – Report progress to Board quarterly Business unit scorecard Individual performance assessment How Values and behaviours Personal risk management Leadership Report The Board determines the AMP incentive pool based on a holistic assessment of company performance The CEO can determine if any adjustments will be made for business units Individual outcomes based on AMP incentive pool and individual performance assessment Vested based on relative TSR Enabling Functions and tracking of stretch goals Operating rhythms to check in, assess, course correct, including setting Long term incentive through performance rights Demonstrate desired conduct and risk behaviours 2.2 REMUNERATION FRAMEWORK DETAILS Based on shareholder feedback received in 2020, the Board reviewed the executive remuneration framework and introduced a new simplified framework in 2021 to respond to the concerns previously raised via stakeholder feedback and to align better with market practice. The framework is summarised in Section 1.2. More detail on the 2021 short and long term incentives is outlined below. The Board also considers the shareholder experience, employee performance and applies a risk overlay in determining the reward outcome. 2021 SHORT TERM INCENTIVE OVERVIEW STI is the at-risk remuneration component designed to motivate and reward for performance during 2021. AWARD DETERMINATION STIs are determined with reference to the performance of AMP relative to the scorecard, and Executive KMP individual performance and behaviours. The final outcome and incentive pool is at the Board’s discretion based on: – A scorecard comprising financials, clients, strategic, risk management, and leadership priorities and objectives that supports AMP’s risk management framework; and – Behaviour in line with AMP’s desired culture, conduct and risk appetite. STI OPPORTUNITY Target STI opportunity is 100% of fixed remuneration (FR) for the CEO and Executive KMP (70% of FR for the CRO). Maximum STI opportunity is 200% target. DELIVERY 40% of the STI award is delivered as cash and 60% is deferred into equity. Deferred STI is delivered as conditional share rights that represents the right to receive a fully-paid ordinary AMP share for nil consideration subject to continued employment at the time of vesting. VESTING PERIOD CEO Executive KMP 2021 Performance period 2022 Cash 2023 33.4% 50% 2024 33.3% 50% 2025 33.3% – FORFEITURE (MALUS) The Board has the ability to adjust unvested equity (including downwards to zero) in a range of circumstances, such as protecting financial soundness or responding to unexpected or unintended consequences that were unforeseen (such as material risk management breaches, unexpected financial losses, reputational damage or regulatory non-compliance). 51 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 52 Remuneration report 2.2 REMUNERATION FRAMEWORK DETAILS continued 2021 LONG TERM INCENTIVE OVERVIEW LTI awards are granted annually by the Board in the form of performance rights that vest subject to a relative Total Shareholder Return (TSR) against a peer group. LTI OPPORTUNITY The allocation value of LTI awards that was granted during 2021 to Executive KMP: – – 100% of FR for Executive KMP. 70% of FR for the Chief Risk Officer. ALLOCATION METHODOLOGY Face value with the number of performance rights granted based on the Volume Weighted Average Price (VWAP) of shares during the ten-trading day period up to 1 January. PERFORMANCE PERIOD PERFORMANCE HURDLES 1 January 2021 to 31 January 2023 with a further one year restriction period subject to continued service. Measure The 2021 LTI award is subject to a relative TSR performance hurdle, where AMP’s TSR performance is ranked relative to companies in a peer group. The peer group is defined as the S&P/ASX 100 financial companies excluding A-REITs as at 1 January 2021. Companies that are no longer part of the index at the end of the performance period (for instance, due to acquisition or delisting) may be removed from the peer group. Test Percentile Rank Achieved < 50th percentile 50th percentile Proportion of Award Vesting 0% 50% > 50th percentile and < 75th percentile 50% plus 2% for each additional percentile (rounded to the nearest whole percentile) ≥ 75th percentile 100% Vesting Vesting of LTI is subject to an continued employment with AMP at the vesting date. Unvested rights will lapse if an executive resigns before the performance hurdles are tested. Should an executive cease employment for any other reason, any unvested rights will be retained and vest in the ordinary course subject to the original performance conditions. RETESTING There are no opportunities to retest performance hurdles. DIVIDEND ENTITLEMENTS No dividend is paid or payable on any unvested rights or vested and unexercised rights. FORFEITURE (MALUS) The Board retains the discretion to adjust downwards the unvested portion of any LTI award, including to zero. 52 Remuneration report 2.2 REMUNERATION FRAMEWORK DETAILS continued 2021 LONG TERM INCENTIVE OVERVIEW LTI awards are granted annually by the Board in the form of performance rights that vest subject to a relative Total Shareholder Return (TSR) against a peer group. LTI OPPORTUNITY The allocation value of LTI awards that was granted during 2021 to Executive KMP: – – 100% of FR for Executive KMP. 70% of FR for the Chief Risk Officer. Face value with the number of performance rights granted based on the Volume Weighted Average Price (VWAP) of shares during the ten-trading day period up to 1 January. 1 January 2021 to 31 January 2023 with a further one year restriction period subject to continued service. ALLOCATION METHODOLOGY PERFORMANCE PERIOD PERFORMANCE HURDLES Measure The 2021 LTI award is subject to a relative TSR performance hurdle, where AMP’s TSR performance is ranked relative to companies in a peer group. The peer group is defined as the S&P/ASX 100 financial companies excluding A-REITs as at 1 January 2021. Companies that are no longer part of the index at the end of the performance period (for instance, due to acquisition or delisting) may be removed from the peer group. Percentile Rank Achieved Proportion of Award Vesting Test < 50th percentile 50th percentile ≥ 75th percentile Vesting > 50th percentile and < 75th percentile 50% plus 2% for each additional percentile (rounded to the nearest whole percentile) 0% 50% 100% Vesting of LTI is subject to an continued employment with AMP at the vesting date. Unvested rights will lapse if an executive resigns before the performance hurdles are tested. Should an executive cease employment for any other reason, any unvested rights will be retained and vest in the ordinary course subject to the original performance conditions. RETESTING There are no opportunities to retest performance hurdles. DIVIDEND ENTITLEMENTS No dividend is paid or payable on any unvested rights or vested and unexercised rights. FORFEITURE (MALUS) The Board retains the discretion to adjust downwards the unvested portion of any LTI award, including to zero. 3 SECTION PERFORMANCE AND REWARD OUTCOMES 3.1 SUMMARY OF 2021 FINANCIAL PERFORMANCE The table below illustrates AMP’s performance over the past five years and the remuneration outcomes. Financial results Profit (loss) after tax attributable to shareholders ($m) Net profit after tax (underlying) ($m) 1 Cost to income ratio (%) Shareholder outcomes Total dividend (cents per share) Share price at 31 December ($) Remuneration outcomes Relative TSR percentile 2 LTI vesting outcome (% of grant) Average STI received by KMP (as % of maximum opportunity) 2017 2018 2019 2020 2021 848 1,040 46.2 29 5.19 27th 0 58 28 680 55.8 14 2.45 8th 0 0 (2,467) 439 66.0 0 1.91 0 0 23 177 233 75.7 10 1.56 0 0 0 (252) 356 71.3 0 1.01 n/a n/a 19.5 1 NPAT (underlying) represents shareholder attributable net profit or loss after tax excluding market adjustments, accounting mismatches and non-recurring revenue and expenses. 2 No LTI grants were tested during 2021. 53 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 54 Remuneration report 3.2 PERFORMANCE OBJECTIVES AND ASSESSMENT As part of the Board’s commitment to provide increased transparency regarding the financial and non-financial objectives, detailed below are objectives and measures used to assess company and executive performance. The strategy is underpinned by five key priorities, which have objectives, metrics and targets that were set at the beginning of 2021. These form the overall scorecard and achievements against these objectives were used by the Board as a key input to determine the incentive pool (excluding AMP Capital). OUR 2021 PERFORMANCE SCORECARD Deliver financials OBJECTIVE METRIC Drive Group P&L performance NPAT (Statutory) WEIGHTING % ACHIEVED WEIGHTED OUTCOME ACHIEVEMENT Significantly below Below Achieved Exceeded 30% 0% 0% Effectively manage return profile Return on Equity Financial performance for 2021 was assessed on statutory NPAT (-$252m) and RoE (-0.6%), both significantly below target driven by several unplanned events: impairments; cost of the APRA enforceable undertaking and other remediations; and demerger costs. This was partly offset by the gain on Real Estate, NZ Precinct JV and MoneyBrilliant. ACHIEVEMENT Significantly below Exceeded Achieved Below The underlying businesses performed well benefiting from strong performance fees in AMP Capital, higher general insurance profits in NZWM, benefits due to Mastertrust price change delays, reversal of the COVID-19 credit loss provision and strong cost discipline. Think client first OBJECTIVE METRIC Drive client outcomes % FUM delivering above benchmark WEIGHTING % ACHIEVED WEIGHTED OUTCOME ACHIEVEMENT 15% 94% 14% AMP achieved targets in relation to NPS at 40, Reptrak at 55 (its strongest reputation score since the Royal Commission) and the client remediation review was 100% complete ahead of time with the last payments due early 2022. FUM performance against benchmarks was not achieved but remains a key focus and improved later in 2021. Overall, the Net New Business metrics were not achieved: – NZWM: Net Cash below target following KiwiSaver outflows. – – – AWM: Net cashflows below target due to outflows from Asgard, PPS and AMP Flexible Super, partly offset by inflows to North platform. Bank: Mortgage volumes grew but were slightly below target. AMPC: Below target outcome due to the exit of AMP Capital Diversified Property Fund and fundraising delays. Significantly below Below Achieved Exceeded Drive client engagement ACHIEVEMENT Client NPS (operational) Significantly below Below Achieved Exceeded Improve market reputation Drive improvement in RepTrak score ACHIEVEMENT Significantly below Below Achieved Exceeded Drive net new business ACHIEVEMENT Aus. WM NCF; AMP Bank Growth; NZWM NCF; AMPC NRA Significantly below Below Achieved Exceeded Client remediation program % program completed ACHIEVEMENT Significantly below Below Achieved Exceeded 54 Remuneration report 3.2 PERFORMANCE OBJECTIVES AND ASSESSMENT As part of the Board’s commitment to provide increased transparency regarding the financial and non-financial objectives, detailed below are objectives and measures used to assess company and executive performance. The strategy is underpinned by five key priorities, which have objectives, metrics and targets that were set at the beginning of 2021. These form the overall scorecard and achievements against these objectives were used by the Board as a key input to determine the incentive pool (excluding AMP Capital). OUR 2021 PERFORMANCE SCORECARD Deliver financials OBJECTIVE METRIC Drive Group P&L performance NPAT (Statutory) WEIGHTING % ACHIEVED WEIGHTED OUTCOME ACHIEVEMENT Significantly below Below Achieved Exceeded Effectively manage return profile Return on Equity ACHIEVEMENT Significantly below Below Achieved Exceeded enforceable undertaking and other remediations; and demerger costs. This was partly offset by the gain on Real Estate, NZ Precinct JV The underlying businesses performed well benefiting from strong performance fees in AMP Capital, higher general insurance profits in NZWM, benefits due to Mastertrust price change delays, reversal of the COVID-19 credit loss provision and strong cost discipline. 30% 0% 0% Financial performance for 2021 was assessed on statutory NPAT (-$252m) and RoE (-0.6%), both significantly below target driven by several unplanned events: impairments; cost of the APRA and MoneyBrilliant. Think client first WEIGHTING % 15% ACHIEVED 94% WEIGHTED OUTCOME 14% AMP achieved targets in relation to NPS at 40, Reptrak at 55 (its strongest reputation score since the Royal Commission) and the client remediation review was 100% complete ahead of time with the last payments due early 2022. FUM performance against benchmarks was not achieved but remains a key focus and improved later in 2021. Overall, the Net New Business metrics were not achieved: – NZWM: Net Cash below target following KiwiSaver outflows. – AWM: Net cashflows below target due to outflows from Asgard, PPS and AMP Flexible Super, partly offset by inflows to North platform. – Bank: Mortgage volumes grew but were slightly below target. – AMPC: Below target outcome due to the exit of AMP Capital Diversified Property Fund and fundraising delays. OBJECTIVE METRIC Drive client outcomes ACHIEVEMENT % FUM delivering above benchmark Significantly below Below Achieved Exceeded Drive client engagement ACHIEVEMENT Client NPS (operational) Significantly below Below Achieved Exceeded Improve market reputation Drive improvement in RepTrak score ACHIEVEMENT Significantly below Below Achieved Exceeded Drive net new business ACHIEVEMENT Aus. WM NCF; AMP Bank Growth; NZWM NCF; AMPC NRA Significantly below Below Achieved Exceeded Client remediation program % program completed ACHIEVEMENT Significantly below Below Achieved Exceeded Strategic priorities WEIGHTING % ACHIEVED WEIGHTED OUTCOME 15% 90% 13.5% OBJECTIVE METRIC Maximise shareholder value through Portfolio Review Completion of Portfolio Review to maximise shareholder value ACHIEVEMENT Significantly below Below Achieved Exceeded Most of the strategic priority targets were achieved except for fundraising in the infra debt platform and net new business numbers in WMNZ. Reinvent Wth Mgmt. in Australia ACHIEVEMENT Accelerate North FUM growth Portfolio review Completed in early 2021 and the Board determined to demerge AMP Capital. Operational Separation was achieved in Dec 2021, with legal separation targeted for June 2022 once we receive support from the regulators. Reinvent wealth management Reshape advice is on target and completed. AMP Bank mortgages grew strongly driven by the Broker channel performing well. AMP organisation model simplification continued through project Hudson and Operational Separation and is focused on a simpler, purpose-led AMP after demerger. Repivot asset management AMP Capital announced the sale of GEFI, the transfer of MAG to AWM, developed growth strategy for Infrastructure and Real Estate, and plan to deliver the target cost base. Fundraising in the infrastructure debt platform is below target and slower than anticipated due to the need to respond to market challenges and uncertainty surrounding demerger announcement. Create a simpler leaner business AMP made considerable progress implementing the target number of actions in response to the Conduct review findings and building foundations for an inclusive, high-performing culture. The Cost Out Program exceeded the target in year controllable cost reduction (~$130m). Significantly below Below Achieved Exceeded Reshape Advice: % practice exits completed (pipeline as at March**) ACHIEVEMENT ACHIEVEMENT ACHIEVEMENT Significantly below Below Achieved Exceeded Accelerate mortgage growth in AMP Bank – mortgage settlements Significantly below Below Achieved Exceeded AMP org model defined; leadership identified Significantly below Below Achieved Exceeded Repivot Asset Mgmt. to private markets ACHIEVEMENT Continue development of AMPC Strategy Significantly below Below Achieved Exceeded IDF V Fundraise – since inception Significantly below Below Achieved Exceeded Grow New Zealand franchise Growth in Net New Business ACHIEVEMENT Significantly below Below Achieved Exceeded Create a simpler, leaner business ACHIEVEMENT Conduct review findings implementation Significantly below Below Achieved Exceeded Cost-out target – cost out delivered in-year Significantly below Below Achieved Exceeded ACHIEVEMENT 55 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 56 Remuneration report 3.2 PERFORMANCE OBJECTIVES AND ASSESSMENT continued Manage risk OBJECTIVE METRIC Operate within risk appetite 100% breaches with risk acceptance / action plans WEIGHTING % ACHIEVED WEIGHTED OUTCOME ACHIEVEMENT Significantly below Below Achieved Exceeded 20% 80% 16% Overall risk scorecard performance improved, with progress made in relation to risk culture. This included strong mandatory training completion rates, a decrease in the percentage of complaints, and a low volume of overdue regulatory commitments. Scorecard metrics show improved issue/incident management across support functions. Three lines of defence is below target, largely because of the percentage of overdue issues/incidents. Risk appetite was on-track. Strengthen three lines of defence Green status across 3LOD measures ACHIEVEMENT Significantly below Below Achieved Exceeded Improve risk culture Green risk culture score ACHIEVEMENT Significantly below Below Achieved Exceeded Leadership OBJECTIVE METRIC Drive employee engagement eSat score WEIGHTING % ACHIEVED WEIGHTED OUTCOME ACHIEVEMENT 20% 90% 18% eSAT increased to 71 (just below target) despite employees facing into the uncertainty of a portfolio review, separation of Private Markets, and operating model change. Gender diversity improved with additional female talent appointed to the executive team. The Board approved the 40:40:20 approach in 2020 and talent, recruitment and organisational design principles were updated. The Inclusion Index improved with a more contemporary inclusion policy and framework, We-Flex policy to help make work more accessible, and core inclusion training. Talent reviews completed across senior employee population and succession plans are in place for the executive team and direct reports. Significantly below Below Achieved Exceeded Promote diverse and inclusive culture ACHIEVEMENT Gender diversity (L6+) Significantly below Below Achieved Exceeded Inclusion index ACHIEVEMENT Significantly below Below Achieved Exceeded Succession planning & strength of executive teams ACHIEVEMENT Succession plan; skills matrix Significantly below Below Achieved Exceeded BOARD DISCRETION AND INCENTIVE POOL DETERMINATION The overall scorecard outcome is 61.5%. This is a solid result, particularly considering external factors (eg COVID pandemic, unpredictability of market and economic factors, consumer shifts) and internal factors (eg demerger, Infrastructure Debt sale, impairments, leadership changes) and uncertainty from ongoing operating model change. Considering the commitment and contributions of employees facing into these challenges the Board exercised discretion and determined an incentive pool of 70% (excluding AMP Capital). The incentive pool for Executive KMP is 50%. This reflects the need to balance the reward, retention and motivation of employees whilst recognising and aligning to shareholder experience. The Board especially considered progress on: – Managing changing priorities and the move to demerge a new and – Improving risk management and customer invigorated AMP and Private Markets with continued delivery of BAU – Divesting non-core businesses – remaining stake in Resolution Life, global equities, fixed income and infrastructure debt – Simplifying and modernising the core bank, aligning advice network, investing in the North Platform, and repricing the Master Trust and MySuper products while delivering ~$130 million in cost reductions satisfaction, notwithstanding the substantial number of projects – Improving employee engagement to the highest year-end level in four years – Improving reputation to a pre-Royal Commission level. SCORECARD RESULT 61.5% EMPLOYEES 70% EXECUTIVE KMP 50% 56 Remuneration report 3.2 PERFORMANCE OBJECTIVES AND ASSESSMENT continued 3.3 ADJUSTMENT PRINCIPLES Manage risk OBJECTIVE METRIC Operate within risk appetite 100% breaches with risk acceptance / action plans Significantly below Below Achieved Exceeded WEIGHTING % ACHIEVEMENT 20% ACHIEVED 80% WEIGHTED OUTCOME 16% Overall risk scorecard performance improved, with progress made in relation to risk culture. This included strong mandatory training completion rates, a decrease in the percentage of complaints, and a low volume of overdue regulatory commitments. Scorecard metrics show improved issue/incident management across support functions. Three lines of defence is below target, largely because of the percentage of overdue issues/incidents. Risk appetite was on-track. ACHIEVEMENT ACHIEVEMENT Strengthen three lines of defence Green status across 3LOD measures Significantly below Below Achieved Exceeded Improve risk culture Green risk culture score Significantly below Below Achieved Exceeded Leadership OBJECTIVE METRIC Drive employee engagement eSat score WEIGHTING % ACHIEVEMENT 20% ACHIEVED 90% WEIGHTED OUTCOME 18% eSAT increased to 71 (just below target) despite employees facing into the uncertainty of a portfolio review, separation of Private Markets, and operating model change. Gender diversity improved with additional female talent appointed to the executive team. The Board approved the 40:40:20 approach in 2020 and talent, recruitment and organisational design principles were updated. The Inclusion Index improved with a more contemporary inclusion policy and framework, We-Flex policy to help make work more accessible, and core inclusion training. Talent reviews completed across senior employee population and succession plans are in place for the executive team and direct reports. inclusive culture ACHIEVEMENT ACHIEVEMENT of executive teams ACHIEVEMENT Significantly below Below Achieved Exceeded Promote diverse and Gender diversity (L6+) Significantly below Below Achieved Exceeded Inclusion index Significantly below Below Achieved Exceeded Succession planning & strength Succession plan; skills matrix Significantly below Below Achieved Exceeded BOARD DISCRETION AND INCENTIVE POOL DETERMINATION The overall scorecard outcome is 61.5%. This is a solid result, particularly considering external factors (eg COVID pandemic, unpredictability of market and economic factors, consumer shifts) and internal factors (eg demerger, Infrastructure Debt sale, impairments, leadership changes) and uncertainty from ongoing operating model change. Considering the commitment and contributions of employees facing into these challenges the Board exercised discretion and determined an incentive pool of 70% (excluding AMP Capital). The incentive pool for Executive KMP is 50%. This reflects the need to balance the reward, retention and motivation of employees whilst recognising and aligning to shareholder experience. The Board especially considered progress on: – Managing changing priorities and the move to demerge a new and – Improving risk management and customer invigorated AMP and Private Markets with continued delivery of BAU satisfaction, notwithstanding the substantial – Divesting non-core businesses – remaining stake in Resolution number of projects Life, global equities, fixed income and infrastructure debt – Improving employee engagement to the highest – Simplifying and modernising the core bank, aligning advice network, investing in the North Platform, and repricing the Master Trust and MySuper products while delivering ~$130 million in cost reductions year-end level in four years – Improving reputation to a pre-Royal Commission level. SCORECARD RESULT 61.5% EMPLOYEES 70% EXECUTIVE KMP 50% The Board may, in its absolute discretion, adjust outcomes where an event occurs that means the targets of the relevant scorecard are no longer appropriate. Situations where this discretion can be applied include: – Material change to the strategic business plan – Material regulatory or legislative change – Material changes in external market or natural disasters – Significant out of plan business development such as acquisitions and divestments. Adjustments should reflect the holistic contribution of employees/Executive KMP and exclude significant cost or gains that were unforeseen, were not in the ordinary course of business or were not the direct result of Executive KMP efforts. During 2021, a number of adjustments to the NPAT (statutory) measure was considered but did not change the outcome for that component, which remained at zero. 3.4 EXECUTIVE AND EMPLOYEE PERFORMANCE AND CONTRIBUTION For Executive KMP, contribution is aligned to the scorecard outcomes through the cascade of the company’s overall objectives to respective portfolios of accountability. In this way, an executive’s performance is aligned to both company and their individual business unit performance. Their individual performance, conduct and behaviour is also considered when determining the individual STI outcome. For all other employees, their performance assessment reflects achievement against agreed objectives combined with consideration of risk management, behaviour and conduct in line with the performance management process. Individual incentive opportunities and performance ratings determine the portion of the incentive pool allocated to an individual. 3.5 SHORT TERM INCENTIVES AWARDED The following table shows the STI awarded to current and former Executive KMP for the 2021 performance year. It differs from the statutory table in Section 7.1 which is prepared according to Australian Accounting Standards. Fixed remuneration (FR) $ Pro rated target STI opportunity1 $ STI outcome awarded2 $ Cash portion (40%)3 $ Executive KMP Alexis George David Cullen James Georgeson Scott Hartley Shawn Johnson 5 Rebecca Nash 6 Sean O'Malley 6 Phil Pakes 7 1,715,000 750,000 750,000 900,000 950,000 700,000 600,000 700,000 714,192 750,000 750,000 875,342 n/a 442,021 420,247 n/a 430,000 450,000 465,000 515,000 685,000 286,000 279,000 tbd Former Executive KMP Francesco De Ferrari 8 2,200,000 2,163,836 – 172,000 180,000 186,000 206,000 274,000 114,400 111,600 – – Helen Livesey 9 850,000 850,000 300,000 300,000 Total STI awarded 10 6,965,638 2,725,000 Deferred portion (60%)3 $ 258,000 270,000 279,000 309,000 411.000 171,600 167,400 – – – STI awarded as % of pro rated target STI opportunity4 % STI awarded as % of pro rated max STI opportunity4 % 60% 60% 62% 59% n/a 65% 66% – 0% 35% 39% 30% 30% 31% 29% n/a 32% 33% – 0% 18% 19.5% 1 The pro rated STI opportunity reflects the time in role during 2021. 2 The STI outcome awarded reflects an STI based on performance during 2021. 3 Of the STI awarded, 40% is delivered in cash and paid in April 2022. The remaining 60% is delivered in share rights that will be granted in April 2022. 4 Represents the STI award as a percentage of the pro rated target and max STI opportunity (which is 200% of target). 5 Shawn Johnson is eligible for 1.2% of AMP Capital modified profit pro rated for time in role and does not represent a percentage of a STI opportunity. It is not included in the STI outcome awarded total. The deferred portion will be delivered in share rights in Private Markets after listing. 6 The pro rated STI opportunity for Rebecca Nash and Sean O’Malley reflects their pro rated FR and incentive opportunities in their current KMP and prior non-KMP roles. 7 The STI amount is to be determined but will be within the range of zero to a cap of 58% of his target STI opportunity of $490,000. 8 The former CEO, Francesco De Ferrari did not receive a STI award for 2021. 9 The STI awarded to former Executive KMP, Helen Livesey, is paid in cash. 10 The STI outcome awarded as a percentage of the pro rated STI opportunity, excluding Shawn Johnson and Phil Pakes, is 39% and less than the pool funding at 50%. 57 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 58 Remuneration report 4 SECTION REMUNERATION GOVERNANCE 4.1 GOVERNANCE FRAMEWORK There are a number of remuneration governance and oversight processes in place at AMP, primarily exercised through the AMP Limited Board, subsidiary boards and the Remuneration Committee. The Remuneration Committee assists the various boards to fulfil their remuneration obligations by developing, monitoring and assessing remuneration strategy, policies and practices across AMP. Members of the Remuneration Committee are independent non-executive directors. More information on the role of the Remuneration Committee can be found in the corporate governance section of AMP’s website. The Board believes that, to make prudent remuneration decisions, it needs both a robust framework and the ability to exercise judgement. Therefore, the Board retains discretion to determine the appropriate remuneration outcomes. From time to time the Remuneration Committee may seek external guidance from independent remuneration advisors. Any advice provided by external advisors is used as a guide and is not a substitute for consideration of all the issues by each Non-Executive Director of the Remuneration Committee. During the 2021 year, the Remuneration Committee engaged PwC as independent remuneration advisors to provide guidance on remuneration for executives. No remuneration recommendations, as defined in the Corporations Act, were made by PwC. The following diagram outlines AMP’s remuneration governance framework. REMUNERATION GOVERNANCE FRAMEWORK AMP LIMITED BOARD AMP SUBSIDIARY BOARDS Risk Committee Remuneration Committee Assists the Board with oversight of the implementation and operation of AMP’s risk management framework. Makes recommendations to the Remuneration Committee on: – – risk-related adjustments for the incentive pool; and risk-related matters that may require the application of malus or clawback or in-year reduction to incentives. Advises the AMP Board and the boards of AMP subsidiaries in setting and overseeing AMP’s remuneration policy and practices. Key responsibilities include: – – – – – – reviewing AMP’s remuneration policy including effectiveness and compliance with regulatory requirements; reviewing the remuneration arrangements, performance objectives, measures and outcomes for executives and senior management; reviewing the remuneration arrangements for non-executive directors; reviewing AMP’s remuneration disclosures; overseeing all incentive plans; and reviewing and making recommendations in relation to equity awards, including malus and clawback. Management Independent remuneration advisors The CEO makes recommendations to the Remuneration Committee on the performance and remuneration outcomes for her direct reports. Management advises the Remuneration Committee and provides information on remuneration related matters. The Remuneration Committee engages remuneration advisors when it needs additional information to assist the AMP Board in making remuneration decisions. 58 Remuneration report 4 SECTION REMUNERATION GOVERNANCE 4.1 GOVERNANCE FRAMEWORK There are a number of remuneration governance and oversight processes in place at AMP, primarily exercised through the AMP Limited Board, subsidiary boards and the Remuneration Committee. The Remuneration Committee assists the various boards to fulfil their remuneration obligations by developing, monitoring and assessing remuneration strategy, policies and practices across AMP. Members of the Remuneration Committee are independent non-executive directors. More information on the role of the Remuneration Committee can be found in the corporate governance section of AMP’s website. The Board believes that, to make prudent remuneration decisions, it needs both a robust framework and the ability to exercise judgement. Therefore, the Board retains discretion to determine the appropriate remuneration outcomes. From time to time the Remuneration Committee may seek external guidance from independent remuneration advisors. Any advice provided by external advisors is used as a guide and is not a substitute for consideration of all the issues by each Non-Executive Director of the Remuneration Committee. During the 2021 year, the Remuneration Committee engaged PwC as independent remuneration advisors to provide guidance on remuneration for executives. No remuneration recommendations, as defined in the Corporations Act, were made by PwC. The following diagram outlines AMP’s remuneration governance framework. REMUNERATION GOVERNANCE FRAMEWORK AMP LIMITED BOARD AMP SUBSIDIARY BOARDS Risk Committee Remuneration Committee Assists the Board with oversight of the implementation and operation of AMP’s risk management framework. Makes recommendations to the Remuneration Committee on: risk-related adjustments for the incentive pool; and risk-related matters that may require the application of malus or clawback or in-year reduction to incentives. – – Advises the AMP Board and the boards of AMP subsidiaries in setting and overseeing AMP’s remuneration policy and practices. Key responsibilities include: – reviewing AMP’s remuneration policy including effectiveness and compliance with regulatory requirements; – reviewing the remuneration arrangements, performance objectives, measures and outcomes for executives and senior management; – reviewing the remuneration arrangements for non-executive directors; reviewing AMP’s remuneration disclosures; overseeing all incentive plans; and reviewing and making recommendations in relation to equity awards, including malus and clawback. – – – Management Independent remuneration advisors The CEO makes recommendations to the Remuneration Committee on the performance and remuneration outcomes for her direct reports. Management advises the Remuneration Committee and provides information on remuneration related matters. The Remuneration Committee engages remuneration advisors when it needs additional information to assist the AMP Board in making remuneration decisions. 4.2 RISK MANAGEMENT IN REMUNERATION The Board has a range of mechanisms available to adjust remuneration and incentive outcomes to reflect behavioural, risk or compliance outcomes. The table below summarises the range of mechanisms available and their intended operation. Risk assessment Risk and conduct outcomes Malus and clawback provisions Board discretion Enterprise and business unit levels All employees All incentive plans The Chief Risk Officer reports the overall assessment of risk management as an input to the determination of the incentive pool. Employees’ risk management behaviour and conduct is specifically considered as part of their performance assessment and in the determination of remuneration outcomes. The consequence management framework ensures that behaviour which does not meet expectations is actively and consistently managed, including adjustments to remuneration. Allows the Board to adjust or lapse (malus) unvested equity awards or reclaim (clawback) vested incentives in certain circumstances. All deferred incentives are subject to a conduct and risk review before vesting. This applies to current and former employees. The Board may apply its discretion to adjust vesting outcomes, subject to the equity incentive plan rules governing the plan and in compliance with the relevant policies. The Board exercises discretion to apply remuneration consequences to executives with overall accountability for matters arising in their business units with adverse risk, client and/or reputational impacts. There is a standing agenda item at the Remuneration Committee meetings in July, November and January for the CRO to present any risk related information the Committee should consider when making remuneration decisions. The Committee considers both the achievement of the risk metrics as well as a risk overlay when determining the incentive pool. Before every equity vesting event management provides a report to the Committee to highlight if there is any reason including risk considerations, why the Committee should exercise its discretion to lapse the unvested equity award. AMP’s consequence management framework was further strengthened in 2021. During the year there were a number of conduct matters that were substantiated and resulted in the application of formal consequences. At the time of this report, the annual remuneration review process is about to commence for employees (not including the Executive KMP) where conduct performance will be factored into any remuneration decisions. While 2021 presented many challenges from a people perspective, conduct cases involving interpersonal behavioural issues have remained relatively low. This is a positive outcome, with the work environment risks mitigated by a significant range of mental health and other support services provided to employees during the year. 59 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 60 Remuneration report 5 SECTION EXECUTIVE SHAREHOLDINGS AND CONTRACTS 5.1 EXECUTIVE SHAREHOLDING REQUIREMENTS The relevant amount of AMP equity required to be held under minimum shareholding policy and the time to comply is as follows: Category Fixed pay Timeframe Securities included to meet requirement CEO 200% Executive KMP 100% Executives are expected to achieve the minimum shareholding requirement within a five-year period from commencement in their role AMP Limited shares: ordinary AMP Limited shares registered in the Executive KMP’s name or a related party AMP share rights: granted to executives through AMP’s employee share plans Share rights allocated to Executive KMP are included to meet their minimum holding requirement only where future vesting is not subject to any further performance condition (other than a continued service condition). AMP Limited shares and/or share rights cannot be hedged. Executive KMP are not expected to purchase shares to meet the requirement. Rather, it is expected that they would not sell any shares held (other than to cover arising tax liabilities) and that they will retain vested shares and share rights until the minimum requirement is reached. 5.2 MINIMUM SHAREHOLDING We assess compliance with our minimum shareholding requirement each year. The table below summaries the position of each executive against the requirement on 31 December 2021. Executive KMP Alexis George David Cullen James Georgeson Scott Hartley Rebecca Nash Sean O’Malley Phil Pakes Fixed pay 1 $ 1,715,000 750,000 750,000 900,000 700,000 600,000 700,000 Unit balance # 1,657,232 Value of holding 2 $ 1,673,804 562,437 456,808 5,180 115,740 285,188 183,685 568,061 461,376 5,232 116,897 288,040 185,522 Target date to meet requirement 1 August 2026 23 May 2023 1 February 2025 10 January 2026 14 November 2026 14 November 2026 2 April 2025 1 Fixed pay includes cash salary plus superannuation and has been captured as an annualised amount in Australian dollars on 31 December 2021 to calculate the shareholding value. 2 The total value of each holding was calculated on 31 December 2021 using a closing price of $1.01. Shawn Johnson is not included in the table above. He does not participate in AMP Limited incentive schemes and holds no equity awards in AMP’s Equity Incentive Plan (EIP). He is eligible to participate in an equity plan in Private Markets after listing. 60 Remuneration report 5 SECTION EXECUTIVE SHAREHOLDINGS AND CONTRACTS 5.1 EXECUTIVE SHAREHOLDING REQUIREMENTS The relevant amount of AMP equity required to be held under minimum shareholding policy and the time to comply is as follows: Category Fixed pay Timeframe Securities included to meet requirement CEO 200% Executives are expected to achieve the AMP Limited shares: ordinary AMP Limited minimum shareholding requirement shares registered in the Executive KMP’s name Executive KMP 100% within a five-year period from commencement in their role or a related party AMP share rights: granted to executives through AMP’s employee share plans Share rights allocated to Executive KMP are included to meet their minimum holding requirement only where future vesting is not subject to any further performance condition (other than a continued service condition). AMP Limited shares and/or share rights cannot be hedged. Executive KMP are not expected to purchase shares to meet the requirement. Rather, it is expected that they would not sell any shares held (other than to cover arising tax liabilities) and that they will retain vested shares and share rights until the minimum requirement is reached. 5.2 MINIMUM SHAREHOLDING We assess compliance with our minimum shareholding requirement each year. The table below summaries the position of each executive against the requirement on 31 December 2021. Executive KMP Alexis George David Cullen James Georgeson Scott Hartley Rebecca Nash Sean O’Malley Phil Pakes Fixed pay 1 $ 1,715,000 750,000 750,000 900,000 700,000 600,000 700,000 Unit balance Value of holding 2 Target date to meet requirement # 1,657,232 562,437 456,808 5,180 115,740 285,188 183,685 $ 1,673,804 568,061 461,376 5,232 116,897 288,040 185,522 1 August 2026 23 May 2023 1 February 2025 10 January 2026 14 November 2026 14 November 2026 2 April 2025 1 Fixed pay includes cash salary plus superannuation and has been captured as an annualised amount in Australian dollars on 31 December 2021 to calculate the shareholding value. 2 The total value of each holding was calculated on 31 December 2021 using a closing price of $1.01. Shawn Johnson is not included in the table above. He does not participate in AMP Limited incentive schemes and holds no equity awards in AMP’s Equity Incentive Plan (EIP). He is eligible to participate in an equity plan in Private Markets after listing. 5.3 EXECUTIVE EMPLOYMENT CONTRACTS Contract term CEO Length of contract Open-ended Executive KMP Open-ended Notice period 6 months by AMP or by Alexis George 6 months by AMP or the executive Entitlements on termination – – Accrued fixed pay, superannuation and other statutory requirements. Executives eligible for incentives may be awarded on a pro rata basis for the current period in the case of death, disablement, redundancy, retirement or notice without cause, subject to the original performance periods and hurdle. – Unvested rights will lapse if an executive resigns or is summarily dismissed before the vesting date. Should an executive cease employment for any other reason, any unvested rights will be retained and vest in the ordinary course subject to the original terms and performance conditions, if applicable. – – Vested rights will be retained but are subject to clawback for example in the case of serious misconduct. In the case of redundancy, the AMP Redundancy, Redeployment and Retrenchment Policy in place at the time will be applied. This is the same policy that applies to all employees at AMP. Restrictions on termination benefits AMP will not make payments on termination that require shareholder approval or breach the Corporations Act. Post-employment restraint 6-month restraint on entering employment with a competitor and 12-month restraint on solicitation of AMP clients and employees. 61 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 62 Remuneration report 6 SECTION NON-EXECUTIVE DIRECTOR FEES AND SHAREHOLDING REQUIREMENTS 6.1 NON-EXECUTIVE DIRECTOR FEES The Remuneration Committee is responsible for reviewing NED fees for AMP Limited and its main subsidiaries. In reviewing these fees, the Remuneration Committee has regard to a range of factors, including: the complexity of AMP’s operations and those of its main subsidiaries; fees paid to board members of other Australian corporations of a similar size and complexity; and the responsibilities and workload requirements of each board and committee. The Remuneration Committee obtains market data and recommends any proposed fee changes to the AMP Limited Board for approval. The total amount of NED fees paid is capped at a maximum aggregate fee pool approved by shareholders. The current fee pool is $4,620,000, which was approved by shareholders at the 2015 Annual General Meeting (AGM). In 2021, the Board reviewed the Chair and NED fees and determined that there would be a 15% reduction to all fees effective 1 August 2021 given the reduction in size of AMP Limited due to the sale of AMP Life. Despite the heavy workload and the number of meetings increasing as a result of the demerger and transformation work in 2021, the Chair fees were reduced from $660,000 to $561,000 and NEDs’ base fees were reduced from $240,000 to $204,000 per annum (inclusive of superannuation contributions). Non-Executive Director fees will be reviewed again following the completion of the demerger. The total remuneration paid to AMP Limited NEDs during 2021 was $2,607,253, which represents 56% of the annual fee pool compared with 74% paid in 2020. This represents an overall 23.7% cost reduction in aggregate NED fee spend year on year. The following table shows the annual NED fees for the Board and permanent committees of AMP Limited and its main subsidiaries for 2021. AMP Limited Board Audit Committee Risk Committee Remuneration Committee Nomination Committee Demerger Due Diligence Committee AMP Bank Board Audit Committee Risk Committee AMP Capital Holdings Board Chair base fee 1 Member base fee 2 1 Jan 2021 $ 1 Aug 2021 3 $ 1 Jan 2021 $ 1 Aug 2021 3 $ 660,000 561,000 240,000 204,000 55,000 55,000 55,000 nil nil nil nil nil 46,750 46,750 46,750 nil 475/hr nil nil nil 124,000 124,000 25,400 25,400 25,400 nil nil nil nil nil nil 21,590 21,590 21,590 nil 337.50/hr nil nil nil nil 1 The Chair of AMP Limited does not receive separate committee fees. 2 No additional fees are paid to NEDs for their membership or for chairing the AMP Bank Limited Board. 3 The NED fee structure was revised 1 August 2021 with a 15% reduction to all fees and will continue to apply for 2022. 6.2 NON-EXECUTIVE DIRECTOR MINIMUM SHAREHOLDING The minimum shareholding requirement (MSR) for NEDs is set out in AMP’s minimum shareholding policy. Under this policy NEDs are required to accumulate and hold a minimum value of AMP shares to ensure their interests are closely aligned with the long term interests of AMP shareholders. As at the date of this report, these minimum values are: – AMP Limited Chair: $561,000 – the equivalent of the AMP Limited Chair base fee – Other AMP Limited NEDs: $204,000 – the equivalent of the AMP Limited NED base fee. NEDs are ordinarily expected to achieve these levels within four years of their appointment, see Section 7.6. The policy expects NEDs to apply at least 25% of their base fee each year to acquire AMP shares until the MSR has been met. NEDs are also encouraged to increase their ownership over their tenure. Any such acquisition of AMP shares may only occur when permitted to do so in accordance with AMP’s Trading Policy. 62 Remuneration report 6 SECTION NON-EXECUTIVE DIRECTOR FEES AND SHAREHOLDING REQUIREMENTS 6.1 NON-EXECUTIVE DIRECTOR FEES The Remuneration Committee is responsible for reviewing NED fees for AMP Limited and its main subsidiaries. In reviewing these fees, the Remuneration Committee has regard to a range of factors, including: the complexity of AMP’s operations and those of its main subsidiaries; fees paid to board members of other Australian corporations of a similar size and complexity; and the responsibilities and workload requirements of each board and committee. The Remuneration Committee obtains market data and recommends any proposed fee changes to the AMP Limited Board for approval. The total amount of NED fees paid is capped at a maximum aggregate fee pool approved by shareholders. The current fee pool is $4,620,000, which was approved by shareholders at the 2015 Annual General Meeting (AGM). In 2021, the Board reviewed the Chair and NED fees and determined that there would be a 15% reduction to all fees effective 1 August 2021 given the reduction in size of AMP Limited due to the sale of AMP Life. Despite the heavy workload and the number of meetings increasing as a result of the demerger and transformation work in 2021, the Chair fees were reduced from $660,000 to $561,000 and NEDs’ base fees were reduced from $240,000 to $204,000 per annum (inclusive of superannuation contributions). Non-Executive Director fees will be reviewed again following the completion of the demerger. The total remuneration paid to AMP Limited NEDs during 2021 was $2,607,253, which represents 56% of the annual fee pool compared with 74% paid in 2020. This represents an overall 23.7% cost reduction in aggregate NED fee spend year on year. The following table shows the annual NED fees for the Board and permanent committees of AMP Limited and its main subsidiaries for 2021. AMP Limited Board Audit Committee Risk Committee Remuneration Committee Nomination Committee Demerger Due Diligence Committee AMP Bank Board Audit Committee Risk Committee AMP Capital Holdings Board Chair base fee 1 Member base fee 2 1 Jan 2021 1 Aug 2021 3 1 Jan 2021 1 Aug 2021 3 $ $ $ $ 660,000 561,000 240,000 204,000 55,000 55,000 55,000 nil nil nil nil nil 46,750 46,750 46,750 nil 475/hr nil nil nil 124,000 124,000 25,400 25,400 25,400 nil nil nil nil nil nil 21,590 21,590 21,590 nil 337.50/hr nil nil nil nil 1 The Chair of AMP Limited does not receive separate committee fees. 2 No additional fees are paid to NEDs for their membership or for chairing the AMP Bank Limited Board. 3 The NED fee structure was revised 1 August 2021 with a 15% reduction to all fees and will continue to apply for 2022. 6.2 NON-EXECUTIVE DIRECTOR MINIMUM SHAREHOLDING The minimum shareholding requirement (MSR) for NEDs is set out in AMP’s minimum shareholding policy. Under this policy NEDs are required to accumulate and hold a minimum value of AMP shares to ensure their interests are closely aligned with the long term interests of AMP shareholders. As at the date of this report, these minimum values are: – AMP Limited Chair: $561,000 – the equivalent of the AMP Limited Chair base fee – Other AMP Limited NEDs: $204,000 – the equivalent of the AMP Limited NED base fee. NEDs are ordinarily expected to achieve these levels within four years of their appointment, see Section 7.6. The policy expects NEDs to apply at least 25% of their base fee each year to acquire AMP shares until the MSR has been met. NEDs are also encouraged to increase their ownership over their tenure. Any such acquisition of AMP shares may only occur when permitted to do so in accordance with AMP’s Trading Policy. 63 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 7 SECTION STATUTORY TABLES The following disclosures provide additional information and/or are required under the Corporations Act. This includes the 2021 Executive KMP remuneration that is prepared according to Australian Accounting Standards. 7.1 STATUTORY REMUNERATION DISCLOSURE Statutory remuneration represents the accounting expense of remuneration in the financial year. It includes fixed remuneration, cash STI, the fair value amortisation expense of equity awards granted, long service leave entitlements and insurance. Short term employee benefits Post- employment benefits Share-based payments 5 Long term benefits Cash salary 1 $'000 Year Cash STI 2 , 3 $'000 Other short term benefits 4 $'000 Super- annuation benefits $'000 Rights and options $'000 Restricted shares $'000 Other 6 $'000 Termination payments 7 $'000 Total 8 $'000 Executive KMP Alexis George David Cullen James Georgeson Scott Hartley Shawn Johnson Rebecca Nash Sean O'Malley Phil Pakes 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 711 – 717 705 725 720 836 – 472 – 87 – 73 – 663 483 Former Executive KMP Francesco De Ferrari Helen Livesey Total 2021 2020 2021 2020 2021 2020 1,082 2,177 723 827 6,089 4,912 172 – 180 – 186 – 206 – 274 – 15 – 14 – tbd 9 – – – 300 – 1,347 – 799 – 410 53 403 59 115 – 69 – 14 – (31) – 426 59 84 17 490 93 13 – 25 25 25 25 54 – 16 – 3 – 3 – 25 18 12 23 22 23 1,277 – 1,156 846 1,040 609 271 – 286 – 39 – 54 – 784 323 3,936 3,613 2,408 1,072 2,779 281 198 114 11,251 6,463 – – – – – – – – – – – – – – – – 696 910 – – 696 910 2 – 19 80 134 174 2 – – – – – 2 – 4 2 – – – – – – – – – – – – – – – – (15) 1,810 2,974 – 2,507 1,709 2,513 1,587 1,484 – 1,117 – 158 – 115 – 1,902 885 7,605 6,749 9 69 22 217 287 – 967 4,979 – 2,037 2,777 25,354 – 12,967 64 Remuneration report 7.1 STATUTORY REMUNERATION DISCLOSURE continued 1 Cash salary is inclusive of base salary and short term compensated absences.  2 Cash STI for 2021 reflects 40% of STI award outcome for the performance year for Executive KMP. 3 Cash STI for 2021 reflects 100% of STI award outcome for the performance year for Helen Livesey, see Sections 1.6 and 3.5. 4 Other short term benefits include cash sign-on awards, non-monetary benefits and any related FBT, for example, short term allowances, insurances and the net change in annual leave accrued. In addition, it reflects the pro rata expense in relation to cash retention awards. 5 The values in the table reflect the current year expense for all Restricted Shares, Share Rights and Performance Rights outstanding at any point during the year. The fair value of each award takes into consideration a number of factors, including the likelihood of achieving market-based vesting conditions such as total shareholder return (market conditions). The cost of the award is amortised over the vesting period and updated at each reporting period for changes in the number of instruments that are expected to vest. 6 Other long term benefits represent the net change in long service leave accrued. 7 The termination payment for Francesco De Ferrari includes payment for additional work performed for AMP Capital during the year, relocation, tax and legal costs and six months notice in lieu; the termination payment for Helen Livesey includes balance of twelve months notice in lieu and redundancy payment; see Section 1.6. 8 The total in the table for 2020 of $12.967 million is different to the total for 2020 in the 2020 Remuneration Report as it does not include $650,000 for Blair Vernon (former Acting Chief Executive, AMP Australia), $1.085 million for Megan Beer (former Chief Executive, AMP Life), $1.675 million for Jenny Fagg (former Chief Risk Officer), $376,000 for Boe Pahari (former Chief Executive, AMP Capital), $3.016 million for Craig Ryman (former Chief Operating Officer), $3.088 million for Adam Tindall (former Chief Executive, AMP Capital) and $533,000 for Alex Wade (former Chief Executive, AMP Australia), reported in the 2020 Remuneration Report. 9 The STI amount is to be determined but will be within the range of zero to a cap of 58% of his target STI opportunity of $490,000. 7.2 LOANS AND OTHER TRANSACTIONS AMP provides home loans to Australians to help them buy, build or renovate properties. The table below includes loans offered to executives in the ordinary course of business. These loans are on equivalent terms to those offered to other employees and shareholders. The following table shows loan balances that exceed $100,000 held by current and former Executive KMP during the reporting year. No Executive KMP held a loan balance of less than $100,000. Balance on 1 Jan 2021 $’000 Written off $’000 Net advances (repayments) $’000 Balance on 31 Dec 2021 $’000 Interest charged $’000 not charged $’000 Highest indebtedness during year $’000 KMP Executive KMP James Georgeson Scott Hartley Sean O’Malley Former Executive KMP Helen Livesey Total (incl. related parties) 1 953 – 1,078 1,720 3,751 – – – – – (37) 1,067 544 916 1,067 1,622 (100) 1,620 1,474 5,225 14 4 35 16 69 – – – – – 953 1,474 1,630 1,720 5,777 1 Four Executive KMP hold loans. Other transactions Executive KMP and their related parties may have access to AMP products and these products are provided to executives within normal employee terms and conditions. The products may include: – – – personal banking with AMP Bank the purchase of AMP insurance and investment products financial investment services. 64 Remuneration report 1 Cash salary is inclusive of base salary and short term compensated absences.  2 Cash STI for 2021 reflects 40% of STI award outcome for the performance year for Executive KMP. 3 Cash STI for 2021 reflects 100% of STI award outcome for the performance year for Helen Livesey, see Sections 1.6 and 3.5. 4 Other short term benefits include cash sign-on awards, non-monetary benefits and any related FBT, for example, short term allowances, insurances and the net change in annual leave accrued. In addition, it reflects the pro rata expense in relation to cash retention awards. 5 The values in the table reflect the current year expense for all Restricted Shares, Share Rights and Performance Rights outstanding at any point during the year. The fair value of each award takes into consideration a number of factors, including the likelihood of achieving market-based vesting conditions such as total shareholder return (market conditions). The cost of the award is amortised over the vesting period and updated at each reporting period for changes in the number of instruments that are expected to vest. 6 Other long term benefits represent the net change in long service leave accrued. 7 The termination payment for Francesco De Ferrari includes payment for additional work performed for AMP Capital during the year, relocation, tax and legal costs and six months notice in lieu; the termination payment for Helen Livesey includes balance of twelve months notice in lieu and redundancy payment; see Section 1.6. 8 The total in the table for 2020 of $12.967 million is different to the total for 2020 in the 2020 Remuneration Report as it does not include $650,000 for Blair Vernon (former Acting Chief Executive, AMP Australia), $1.085 million for Megan Beer (former Chief Executive, AMP Life), $1.675 million for Jenny Fagg (former Chief Risk Officer), $376,000 for Boe Pahari (former Chief Executive, AMP Capital), $3.016 million for Craig Ryman (former Chief Operating Officer), $3.088 million for Adam Tindall (former Chief Executive, AMP Capital) and $533,000 for Alex Wade (former Chief Executive, AMP Australia), reported in the 2020 Remuneration Report. 9 The STI amount is to be determined but will be within the range of zero to a cap of 58% of his target STI opportunity of $490,000. 7.2 LOANS AND OTHER TRANSACTIONS AMP provides home loans to Australians to help them buy, build or renovate properties. The table below includes loans offered to executives in the ordinary course of business. These loans are on equivalent terms to those offered to other employees and shareholders. No Executive KMP held a loan balance of less than $100,000. Balance on 1 Jan 2021 $’000 Written off $’000 Net advances (repayments) Balance on 31 Dec 2021 $’000 $’000 Interest charged $’000 not charged $’000 Highest indebtedness during year $’000 – – – – – (37) 1,067 544 916 1,067 1,622 (100) 1,620 1,474 5,225 14 4 35 16 69 – – – – – 953 1,474 1,630 1,720 5,777 KMP Executive KMP James Georgeson Scott Hartley Sean O’Malley Former Executive KMP Helen Livesey Total (incl. related parties) 1 953 – 1,078 1,720 3,751 1 Four Executive KMP hold loans. Other transactions Executive KMP and their related parties may have access to AMP products and these products are provided to executives within normal employee terms and conditions. The products may include: personal banking with AMP Bank the purchase of AMP insurance and investment products financial investment services. – – – 7.1 STATUTORY REMUNERATION DISCLOSURE continued 7.3 EXECUTIVE SHARES AND SHARE RIGHTS HOLDING The following table shows the number of shares and share rights held by Executive KMP or their related parties during 2021. A related party is typically a family member of the executive and/or is an entity in which the executive has direct or indirect control. The definition of units includes AMP Limited shares and share rights which are not subject to performance conditions. Name Type 1 Executive KMP Balance at 1 Jan 2021 Granted Exercised/ Released Forfeited/ lapsed Other transactions 2 Balance on 31 Dec 2021 Alexis George 3 Shares 3,258 – 507,243 Share Rights – 1,015,806 (507,243) The following table shows loan balances that exceed $100,000 held by current and former Executive KMP during the reporting year. Phil Pakes Shares Share Rights Former Executive KMP5 David Cullen Shares Share Rights James Georgeson Shares Share Rights Scott Hartley Shares Share Rights Rebecca Nash 4 Shares Share Rights Sean O'Malley 4 Shares Share Rights 205,520 356,917 202,754 254,054 – – – 115,740 88,573 195,664 3,864 173,650 Francesco De Ferrari Shares 1,836,736 Share Rights 1,284,408 Helen Livesey 6 Shares Share Rights 233,648 359,644 – – – – – – – – – – – – – – – – 130,863 (130,863) 24,000 (24,000) – – – – – – – – 612,244 (612,244) 106,383 (106,383) – – – – – – – – – – – – – – – – – – – – – – – – 510,501 508,563 336,383 226,054 226,754 230,054 5,180 5,180 – – – 951 – 6,171 – – – (279,036) – – 115,740 89,524 195,664 10,035 173,650 2,448,980 672,164 60,995 – 253,261 1 Unless otherwise stated, share rights which vested and were exercised during 2021 relate to awards granted to executives in prior years. 2 Other market transactions are a result of executives or their related parties trading AMP Limited shares on the open market or may include shares awarded as part of the executive’s participation in the AMP Share Purchase Plan (SPP) allotment at a market value of $1.45. 3 Share rights were granted to the CEO Alexis George as part of her sign-on award on 2 August 2021. Tranche 1 of the award vested and was exercised to AMP Limited shares on 22 November 2021 at a market price of $1.15 per share. 4 The opening balances shown for Rebecca Nash and Sean O’Malley are reflective of their holdings on the respective dates they became KMP. 5 Former executives’ opening and closing balances are reflective of their respective holdings for the time they were KMP. 6 Helen Livesey sold shares on 25 May 2021 at a market price of $1.11 per share. Shawn Johnson is not included in the table above. Shawn does not participate in AMP Limited incentive schemes and holds no equity awards in AMP’s Equity Incentive Plan (EIP). He is eligible to participate in an equity plan in Private Markets after listing. 65 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 66 Remuneration report 7.4 EXECUTIVE PERFORMANCE RIGHTS HOLDINGS The following table shows the performance rights which were granted, exercised or lapsed during 2021. Grant date Performance measure Fair Value per right Holding at 1 Jan 2021 Granted Vested Lapsed/ cancelled Held on 31 Dec 2021 Rights exercised to AMP Limited shares Executive KMP Alexis George 1 09-Aug-21 09-Aug-21 Total aTSR rTSR 0.62 0.61 – – – 701,740 (190,038) – 511,702 190,038 2,105,298 (448,130) (122,010) 1,535,158 448,130 2,807,038 (638,168) (122,010) 2,046,860 638,168 Total James Georgeson Total David Cullen 12-Sep-19 CAGR of TSR 1.21 1,933,701 – 01-Jan-21 TSR 0.81 – 454,821 1,933,701 454,821 12-Sep-19 CAGR of TSR 1.21 1,657,458 – 01-Jan-21 TSR 0.81 – 454,821 Scott Hartley 2 01-Jan-21 TSR 0.81 Total 1,657,458 454,821 – – 545,785 545,785 Rebecca Nash 2 12-Sep-19 CAGR of TSR 1.21 690,607 Total 690,607 Sean O'Malley 2 12-Sep-19 CAGR of TSR 1.21 552,486 Total 552,486 Phil Pakes 12-Sep-19 CAGR of TSR 1.21 1,381,215 – – – – – 01-Jan-21 TSR 0.81 – 424,499 Total Former Executive KMP 1,381,215 424,499 Francesco De Ferrari 3 12-Sep-19 Share Price Target 0.62 2,500,000 12-Sep-19 CAGR of TSR 1.21 3,867,402 Total 6,367,402 Helen Livesey 4 12-Sep-19 CAGR of TSR 1.21 2,348,066 – – – – 01-Jan-21 TSR 0.81 – 515,463 Total 2,348,066 515,463 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 1,933,701 454,821 2,388,522 1,657,458 454,821 2,112,279 545,785 545,785 690,607 690,607 552,486 552,486 1,381,215 424,499 1,805,714 – 2,500,000 (1,245,334) 2,622,068 – (1,245,334) 5,122,068 – – – – – – 2,348,066 515,463 2,863,529 – – – – – – – – – – – – – – – – – – – – – 1 Performance rights were granted to the CEO Alexis George as part of her sign-on award on 2 August 2021. Tranche 1 of the absolute TSR hurdle award vested in full and tranche 1 of the relative TSR hurdle award partially vested and the balance was lapsed. The performance rights were exercised to AMP Limited shares on 14 December 2021. 2 The balances shown for Scott Hartley, Rebecca Nash and Sean O’Malley in the Holding at 1 January 2021 column reflect their respective holdings on the date they were appointed to KMP. Scott Hartley was appointed to KMP on 11 January and Rebecca Nash and Sean O’Malley were both appointed to KMP on 15 November 2021. 3 Performance rights granted to Francesco De Ferrari as part of the 2019 Contracted LTI and 2019 Transformation Incentive awards were partially lapsed upon cessation of his employment and the remaining balance will be held on foot until the vesting date is reached, and performance hurdle tested. 4 Performance rights granted to Helen Livesey as part of the 2019 Transformation Incentive award will partially lapse in the amount of 743,403 units upon cessation of employment and the remaining balance in the amount of 1,604,663 units will be held on foot until the vesting date is reached, and performance hurdle tested. Shawn Johnson is not included in the table above. He does not participate in AMP Limited incentive schemes and holds no equity awards in AMP’s Equity Incentive Plan (EIP). He is eligible to participate in an equity plan in Private Markets after listing. 66 Remuneration report 7.4 EXECUTIVE PERFORMANCE RIGHTS HOLDINGS 7.5 NON-EXECUTIVE DIRECTOR REMUNERATION The following table shows the performance rights which were granted, exercised or lapsed during 2021. The following table shows the remuneration earned by AMP Limited NEDs for 2021. 2,807,038 (638,168) (122,010) 2,046,860 638,168 Rahoul Chowdry NED Debra Hazelton Mike Hirst Kathryn McKenzie John O’Sullivan Michael Sammells Andrea Slattery Total Short term benefits Post-employment benefits AMP Limited Board and committee fees $’000 Fees for other group boards $’000 Additional board duties 1 $’000 Superannuation 2 $’000 Total $’000 596 420 302 312 136 – 274 33 274 294 298 254 300 325 2,180 1,638 – 43 – – – – – – – – 124 68 13 33 137 144 – – 14 14 – – – – 98 43 21 14 6 – 139 71 23 18 22 24 2 – 22 5 22 22 26 20 24 21 619 481 338 350 138 – 296 38 394 359 469 356 343 379 141 110 2,597 1,963 Year 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 1 Additional work for special committees and projects including per diem fees on actual time spent for the Demerger Due Diligence Committee. 2 Superannuation contributions have been disclosed separately in this table but are included in the base NED fees disclosed elsewhere in this report. Total Total James Total Total Total Total Total Total Total Grant date measure per right Granted Vested cancelled 31 Dec 2021 Performance Fair Value Holding at 1 Jan 2021 Lapsed/ Held on Executive KMP Alexis George 1 09-Aug-21 09-Aug-21 aTSR rTSR 0.62 0.61 701,740 (190,038) – 511,702 190,038 2,105,298 (448,130) (122,010) 1,535,158 448,130 – – – Rights exercised to AMP Limited shares David Cullen 12-Sep-19 CAGR of TSR 1.21 1,933,701 – 01-Jan-21 TSR 0.81 – 454,821 1,933,701 454,821 Georgeson 12-Sep-19 CAGR of TSR 1.21 1,657,458 – 01-Jan-21 TSR 0.81 – 454,821 Scott Hartley 2 01-Jan-21 TSR 0.81 Rebecca Nash 2 12-Sep-19 CAGR of TSR 1.21 690,607 Sean O'Malley 2 12-Sep-19 CAGR of TSR 1.21 552,486 1,657,458 454,821 – – 545,785 545,785 690,607 552,486 Phil Pakes 12-Sep-19 CAGR of TSR 1.21 1,381,215 01-Jan-21 TSR 0.81 – 424,499 1,381,215 424,499 – – – – – – – – – – – – – – – 1,933,701 454,821 2,388,522 1,657,458 454,821 2,112,279 545,785 545,785 690,607 690,607 552,486 552,486 1,381,215 424,499 1,805,714 Former Executive KMP Francesco De Ferrari 3 12-Sep-19 Share Price Target 12-Sep-19 CAGR of TSR 1.21 3,867,402 (1,245,334) 2,622,068 0.62 2,500,000 – 2,500,000 6,367,402 – (1,245,334) 5,122,068 Helen Livesey 4 12-Sep-19 CAGR of TSR 1.21 2,348,066 01-Jan-21 TSR 0.81 – 515,463 2,348,066 515,463 – – – 2,348,066 515,463 2,863,529 1 Performance rights were granted to the CEO Alexis George as part of her sign-on award on 2 August 2021. Tranche 1 of the absolute TSR hurdle award vested in full and tranche 1 of the relative TSR hurdle award partially vested and the balance was lapsed. The performance rights were exercised to AMP 2 The balances shown for Scott Hartley, Rebecca Nash and Sean O’Malley in the Holding at 1 January 2021 column reflect their respective holdings on the date they were appointed to KMP. Scott Hartley was appointed to KMP on 11 January and Rebecca Nash and Sean O’Malley were both appointed to KMP Limited shares on 14 December 2021. on 15 November 2021. 3 Performance rights granted to Francesco De Ferrari as part of the 2019 Contracted LTI and 2019 Transformation Incentive awards were partially lapsed upon cessation of his employment and the remaining balance will be held on foot until the vesting date is reached, and performance hurdle tested. 4 Performance rights granted to Helen Livesey as part of the 2019 Transformation Incentive award will partially lapse in the amount of 743,403 units upon cessation of employment and the remaining balance in the amount of 1,604,663 units will be held on foot until the vesting date is reached, and performance hurdle tested. Shawn Johnson is not included in the table above. He does not participate in AMP Limited incentive schemes and holds no equity awards in AMP’s Equity Incentive Plan (EIP). He is eligible to participate in an equity plan in Private Markets after listing. – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 67 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 68 Remuneration report 7.6 SECURITIES HELD BY NON-EXECUTIVE DIRECTORS The following table details the shareholdings and movements in those shareholdings in AMP Limited held directly, indirectly or beneficially by NEDs or their related parties during the year and as at 31 December 2021. For this purpose, a NED’s related parties are their close family members (as defined in the applicable accounting standard) and any entities over which the NED (or a close family member) has control, joint control or significant influence (whether direct or indirect). NED Debra Hazelton 3 Rahoul Chowdry Michael Hirst Kathryn McKenzie 4 John O'Sullivan Michael Sammells 5 Andrea Slattery 6 Balance on 1 Jan 2021 # Shares acquired during the year # Shares disposed during the year # Balance on 31 Dec 2021 1 # Value on 31 Dec 2021 2 $ Progress against MSR 130,977 100,000 – – 88,194 30,000 85,475 143,585 – – 120,000 – 40,000 54,500 – – – – – – – 274,562 100,000 – 120,000 88,194 70,000 139,975 277,308 14 June 2023 101,000 31 December 2023 – 30 June 2025 121,200 17 November 2024 89,076 70,700 19 June 2022 29 February 2024 141,375 14 February 2023 1 As at the date of this report, each of the current NEDs held a ‘relevant interest’ (as defined in the Corporations Act 2001) in the number of AMP shares disclosed above for that NED. Mike Hirst holds no shares in AMP. 2 The total value of each holding was calculated as at 31 December 2021 using a closing price of $1.01. 3 Debra Hazelton purchased 89,286 AMP Limited shares on 1 June 2021 at a market price of $1.20 per share and 54,299 shares on 31 August 2021 at a market price of $1.105 per share. 4 Kathryn McKenzie purchased 60,000 AMP Limited shares on 7 May 2021 at a market price of $1.08 per share and 60,000 shares on 18 August 2021 at a market price of $1.07 per share. 5 Michael Sammells purchased 40,000 AMP Limited shares on 25 August 2021 at a market price of $1.103 per share. 6 Andrea Slattery purchased 27,000 AMP Limited shares on 10 May 2021 at a market value of $1.095 per share and 27,500 shares on 24 August 2021 at a market value of $1.083 per share. Signed in accordance with a resolution of the directors. 68 Remuneration report 7.6 SECURITIES HELD BY NON-EXECUTIVE DIRECTORS The following table details the shareholdings and movements in those shareholdings in AMP Limited held directly, indirectly or beneficially by NEDs or their related parties during the year and as at 31 December 2021. For this purpose, a NED’s related parties are their close family members (as defined in the applicable accounting standard) and any entities over which the NED (or a close family member) has control, joint control or significant influence (whether direct or indirect). NED Balance on Shares acquired Shares disposed Balance on Value on 1 Jan 2021 during the year during the year 31 Dec 2021 1 31 Dec 2021 2 Progress against MSR Debra Hazelton 3 Rahoul Chowdry Michael Hirst Kathryn McKenzie 4 John O'Sullivan Michael Sammells 5 Andrea Slattery 6 130,977 100,000 # – – 88,194 30,000 85,475 # – – – 143,585 120,000 40,000 54,500 # – – – – – – – 274,562 100,000 # – 120,000 88,194 70,000 139,975 $ – 277,308 14 June 2023 101,000 31 December 2023 30 June 2025 121,200 17 November 2024 89,076 70,700 19 June 2022 29 February 2024 141,375 14 February 2023 1 As at the date of this report, each of the current NEDs held a ‘relevant interest’ (as defined in the Corporations Act 2001) in the number of AMP shares disclosed above for that NED. Mike Hirst holds no shares in AMP. 2 The total value of each holding was calculated as at 31 December 2021 using a closing price of $1.01. 3 Debra Hazelton purchased 89,286 AMP Limited shares on 1 June 2021 at a market price of $1.20 per share and 54,299 shares on 31 August 2021 at a market 4 Kathryn McKenzie purchased 60,000 AMP Limited shares on 7 May 2021 at a market price of $1.08 per share and 60,000 shares on 18 August 2021 at a market 5 Michael Sammells purchased 40,000 AMP Limited shares on 25 August 2021 at a market price of $1.103 per share. 6 Andrea Slattery purchased 27,000 AMP Limited shares on 10 May 2021 at a market value of $1.095 per share and 27,500 shares on 24 August 2021 at a market price of $1.105 per share. price of $1.07 per share. value of $1.083 per share. Signed in accordance with a resolution of the directors. Directors’ report for the year ended 31 December 2021 ROUNDING In accordance with the Australian Securities and Investments Commission Corporations Instrument 2016/191, amounts in this directors’ report and the accompanying financial report have been rounded off to the nearest million Australian dollars, unless stated otherwise. NON-AUDIT SERVICES The Audit Committee has reviewed details of the amounts paid or payable to the auditor for non-audit services provided to the AMP group during the year ended 31 December 2021, by the company’s auditors, EY. The directors are satisfied that the provision of those non-audit services by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: – – – all non-audit assignments were approved by the CFO, or his nominated delegate, or the Chair of the Audit Committee; no non-audit assignments were carried out which were specifically excluded by the AMP Charter of Audit Independence; and the proportion of non-audit fees to audit fees paid to EY of 21% (2020: 7%), as disclosed in note 6.5 to the financial report is not considered significant enough to compromise EY’s independence or cause a perception of compromise. Signed in accordance with a resolution of the directors. Debra Hazelton Chair Sydney, 10 February 2022 Alexis George Chief Executive Officer and Managing Director 69 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 70 Auditor’s independence declaration Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au Auditor’s independence declaration to the directors of AMP Limited As lead auditor for the audit of the financial report of AMP Limited for the financial year ended 31 December 2021, I declare to the best of my knowledge and belief, there have been: a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; b. No contraventions of any applicable code of professional conduct in relation to the audit; and c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit. This declaration is in respect of AMP Limited and the entities it controlled during the financial year. Ernst & Young Andrew Price Partner 10 February 2022 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 70 Auditor’s independence declaration Financial report for the year ended 31 December 2021 Ernst & Young 200 George Street Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 Sydney NSW 2000 Australia ey.com/au GPO Box 2646 Sydney NSW 2001 Auditor’s independence declaration to the directors of AMP Limited As lead auditor for the audit of the financial report of AMP Limited for the financial year ended 31 December 2021, I declare to the best of my knowledge and belief, there have been: a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; b. No contraventions of any applicable code of professional conduct in relation to the audit; and c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit. This declaration is in respect of AMP Limited and the entities it controlled during the financial year. Ernst & Young Andrew Price Partner 10 February 2022 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation TABLE OF CONTENTS Main statements Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows About this report Understanding the AMP financial report SECTION 1: Results for the year Basis of consolidation Significant accounting policies Critical judgements and estimates 1.1 Segment performance 1.2 Other operating expenses 1.3 Earnings per share 1.4 Taxes 1.5 Dividends SECTION 2: 2.1 Loans and advances Loans and advances, investments, intangibles and working capital 2.2 Investments in other financial assets and liabilities 2.3 Intangibles 2.4 Other assets 2.5 Receivables 2.6 Payables 2.7 Fair value information SECTION 3: Capital structure and financial risk management 3.1 Contributed equity 3.2 Interest-bearing liabilities 3.3 Financial risk management 3.4 Derivatives and hedge accounting 3.5 Capital management SECTION 4: Employee disclosures 4.1 Defined benefit plans 4.2 Share-based payments SECTION 5: Group entities SECTION 6: Other disclosures Directors’ declaration Independent auditor’s report 5.1 Controlled entities 5.2 Investments in associates 5.3 Parent entity information 5.4 Related party disclosures 6.1 Notes to Consolidated statement of cash flows 6.2 Commitments 6.3 Right of use assets and lease liabilities 6.4 Provisions and contingent liabilities 6.5 Auditors’ remuneration 6.6 New accounting standards 6.7 Events occurring after reporting date 72 73 74 75 77 78 79 79 80 81 86 87 88 91 92 96 98 102 102 103 104 109 110 112 119 122 124 129 140 141 142 144 146 147 147 149 153 154 154 155 156 71 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 72 Consolidated income statement for the year ended 31 December 2021 Fee revenue Interest income using the effective interest method Other investment gains Share of profit or loss from associates Movement in guarantee liabilities Other income Total revenue Fee and commission expenses Staff and related expenses Finance costs Other operating expenses Total expenses (Loss)/Profit before tax Income tax credit (Loss)/Profit after tax from continuing operations Profit from discontinued operations (Loss)/Profit for the year (Loss)/Profit attributable to: Shareholders of AMP Limited 1 Non-controlling interests (Loss)/Profit for the year (Loss)/Earnings per share Basic Diluted (Loss)/Earnings per share from continuing operations Basic Diluted Note 1.1(b) 5.2 1.2 1.4 1.3 1.3 1.3 1.3 2021 $m 2,208 608 45 150 66 220 2020 $m 2,407 721 32 81 (30) 186 3,297 3,397 (769) (1,215) (347) (1,292) (3,623) (326) 72 (254) – (254) (252) (2) (254) cents (7.6) (7.6) (7.6) (7.6) (851) (1,211) (424) (860) (3,346) 51 19 70 124 194 177 17 194 cents 5.2 5.1 1.6 1.5 1 (Loss)/Profit attributable to shareholders of AMP Limited is comprised of $252m Loss (FY 20: $53m Profit) from continuing operations and $nil (FY 20: $124m Profit) from discontinued operations. 72 Consolidated income statement for the year ended 31 December 2021 Consolidated statement of comprehensive income for the year ended 31 December 2021 (Loss)/Profit for the year from continuing operations Other comprehensive income Items that may be reclassified subsequently to profit or loss Fair value reserve – net (loss)/gain on fair value asset reserve 3,297 3,397 – tax effect on fair value asset reserve gain/(loss) – net amount transferred to profit or loss for the year – tax effect on amount transferred to profit or loss for the year Cash flow hedges – net gain/(loss) on cash flow hedges – tax effect on cash flow hedge (loss)/gain – net amount transferred to profit or loss for the year – tax effect on amount transferred to profit or loss for the year Fee revenue Interest income using the effective interest method Other investment gains Share of profit or loss from associates Movement in guarantee liabilities (Loss)/Profit after tax from continuing operations Profit from discontinued operations (Loss)/Profit for the year Other income Total revenue Fee and commission expenses Staff and related expenses Finance costs Other operating expenses Total expenses (Loss)/Profit before tax Income tax credit (Loss)/Profit attributable to: Shareholders of AMP Limited 1 Non-controlling interests (Loss)/Profit for the year (Loss)/Earnings per share Basic Diluted Basic Diluted Note 1.1(b) 5.2 1.2 1.4 1.3 1.3 1.3 1.3 2021 $m 2,208 608 45 150 66 220 (769) (1,215) (347) (1,292) (3,623) (326) 72 (254) – (254) (252) (2) (254) cents (7.6) (7.6) (7.6) (7.6) 2020 $m 2,407 721 32 81 (30) 186 (851) (1,211) (424) (860) (3,346) 51 19 70 124 194 177 17 194 cents 5.2 5.1 1.6 1.5 Translation of foreign operations and revaluation of hedge of net investments Items that will not be reclassified subsequently to profit or loss Fair value reserve Defined benefit plans – actuarial gains – tax effect on actuarial gains Other comprehensive income/(loss) for the year from continuing operations 4.1 (Loss)/Earnings per share from continuing operations Total comprehensive (loss)/income for the year from continuing operations 1 (Loss)/Profit attributable to shareholders of AMP Limited is comprised of $252m Loss (FY 20: $53m Profit) from continuing operations and $nil (FY 20: $124m Profit) from discontinued operations. Profit for the year from discontinued operations Other comprehensive loss for the year from discontinued operations Total comprehensive (loss)/income for the year Total comprehensive (loss)/income attributable to shareholders of AMP Limited Total comprehensive (loss)/income attributable to non-controlling interests Total comprehensive (loss)/income for the year Note 2021 $m (254) 2020 $m 70 73 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n (70) 21 (4) 1 (52) 81 (24) 36 (11) 82 36 36 (1) (1) 101 (30) 71 136 (118) – – (118) (116) (2) (118) 40 (12) – – 28 (40) 13 24 (7) (10) (44) (44) (1) (1) 5 (1) 4 (23) 47 124 (96) 75 58 17 75 74 Consolidated statement of financial position as at 31 December 2021 Assets Cash and cash equivalents Receivables Investments in other financial assets Current tax assets Assets held for sale 2 Loans and advances Investments in associates Right of use assets Deferred tax assets Intangibles Other assets Defined benefit plan asset Total assets Liabilities Payables Current tax liabilities Employee benefits Other financial liabilities Liabilities held for sale 2 Provisions Interest-bearing liabilities Lease liabilities Deferred tax liabilities Guarantee liabilities Defined benefit plan liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained earnings Total equity of shareholders of AMP Limited Non-controlling interests Total equity of shareholders of AMP Limited and non-controlling interests Note 2.5 2.2 2.1 5.2 6.3 1.4 2.3 2.4 4.1 2.6 2.2 6.4 3.2 6.3 1.4 4.1 3.1 2021 $m 2,916 572 3,684 221 575 22,047 1,090 96 655 330 150 3 2020 1 $m 2,428 702 5,087 160 – 20,526 1,442 174 828 629 177 – 32,339 32,153 349 67 412 293 174 588 26,117 135 136 85 – 291 70 357 503 – 1,056 24,916 211 226 151 98 28,356 27,879 3,983 4,274 10,153 (2,327) (3,846) 3,980 3 3,983 10,349 (2,404) (3,679) 4,266 8 4,274 1 Due to a change in accounting policy, comparative information has been restated. Refer to note 2.3. 2 Assets and liabilities held for sale includes balances relating to AMP Capital's Global Equities and Fixed Income (GEFI) and Infrastructure Debt businesses as well as AMP's interest in Resolution Life NOHC. 74 Consolidated statement of financial position as at 31 December 2021 Consolidated statement of changes in equity for the year ended 31 December 2021 Investments in other financial assets Assets Receivables Cash and cash equivalents Current tax assets Assets held for sale 2 Loans and advances Investments in associates Right of use assets Deferred tax assets Defined benefit plan asset Intangibles Other assets Total assets Liabilities Payables Current tax liabilities Employee benefits Other financial liabilities Liabilities held for sale 2 Provisions Interest-bearing liabilities Lease liabilities Deferred tax liabilities Guarantee liabilities Defined benefit plan liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained earnings Note 2.5 2.2 2.1 5.2 6.3 1.4 2.3 2.4 4.1 2.6 2.2 6.4 3.2 6.3 1.4 4.1 3.1 2020 1 $m 2,428 702 5,087 160 – 20,526 1,442 174 828 629 177 – 291 70 357 503 – 211 226 151 98 2021 $m 2,916 572 3,684 221 575 22,047 1,090 96 655 330 150 3 349 67 412 293 174 588 135 136 85 – 32,339 32,153 26,117 1,056 24,916 28,356 27,879 3,983 4,274 10,153 (2,327) (3,846) 3,980 3 3,983 10,349 (2,404) (3,679) 4,266 8 4,274 d e t i m i L P M A f o s r e d l o h e r a h s o t e l b a t u b i r t t a y t i u q E Total equity of shareholders of AMP Limited Non-controlling interests Total equity of shareholders of AMP Limited and non-controlling interests 1 Due to a change in accounting policy, comparative information has been restated. Refer to note 2.3. 2 Assets and liabilities held for sale includes balances relating to AMP Capital's Global Equities and Fixed Income (GEFI) and Infrastructure Debt businesses as well as AMP's interest in Resolution Life NOHC. - n o N l a t o T n g i e r o F y c n e r r u c t e n f o n o i t a l s n a r t e g d e h d n a w o fl h s a C m $ l a t o T y t i u q e m $ m $ m $ m $ m $ m $ t s e r e t n i y t i u q e g n i l l o r t n o c r e d l o h e r a h s d e n i a t e R s g n i n r a e l a t o T s t n e m t s e v n i e g d e h s e v r e s e r s e v r e s e r e v r e s e r m $ e v r e s e r e u l a v r i a F ) 4 5 2 ( 6 3 1 4 7 2 , 4 ) 8 1 1 ( 7 1 ) 9 9 1 ( 9 – 3 8 9 3 , 8 ) 2 ( – ) 2 ( – – ) 3 ( – 3 6 6 2 , 4 ) 2 5 2 ( 6 3 1 ) 6 1 1 ( 7 1 ) 9 9 1 ( 2 1 – ) 9 7 6 3 ( , ) 4 0 4 , 2 ( 8 2 ) 2 5 2 ( 1 7 ) 1 8 1 ( – – – 4 1 – 5 6 5 6 7 1 ) 3 ( 2 1 ) 4 1 ( – 6 3 6 3 – – – – ) 4 4 ( – 2 8 2 8 – – – – 0 8 9 3 , ) 6 4 8 3 ( , ) 7 2 3 , 2 ( 4 6 8 3 9 9 – ) 3 5 ( ) 3 5 ( – – – ) 4 1 ( 2 3 – – – – – 2 1 – ) 7 2 ( m $ l a t i p a C s t fi o r p 3 e v r e s e r m $ - e r a h S d e s a b t n e m y a p 2 e v r e s e r m $ 1 e v r e s e r r e g r e m e D m $ y t i u q e d e t u b i r t n o C ) 9 3 ( 8 1 1 ) 6 6 5 , 2 ( 9 4 3 0 1 , – – – 7 1 ) 3 ( – – – – – – – – – – – – – – – ) 6 9 1 ( i f o g n n n g e b e h t i t a e c n a l a B r a e y e h t 1 2 0 2 s s o L e m o c n i e v i s n e h e r p m o c r e h t O / ) s s o l ( e v i s n e h e r p m o c l a t o T e m o c n i e s n e p x e t n e m y a p d e s a b - e r a h S - n o n f o s n o i t i s i u q c a d n a s e l a S s t s e r e t n i g n i l l o r t n o c s e s a h c r u p e r a h S i 4 s n a g d e s i l a e r f o r e f s n a r T a m r o f - o r p e h t n e e w t e b e c n e r e ff d e h t i s a w s s o l e h T . 3 0 0 2 r e b m e c e D n i s n o i t a r e p o K U s ’ P M A f o r e g r e m e d e h t n o s g n n r a e d e n a t e r i i . s t n e m e l t i t n e f o t c e p s e r n i t e k r a m n o d e s a h c r u p s e r a h s f o t s o c e h t s s e l s t n e m y a p d e s a b - e r a h s d e l t t e s - y t i u q e o t n o i t a l e r n i d e s i n g o c e r e s n e p x e e v i t a u m u c e h t l s t n e s e r p e r e v r e s e r t n e m y a p d e s a b - e r a h S e h T . s n o i t a r e p o K U e h t l f o e u a v r i a f d e s a b - t e k r a m e h t d n a r e g r e m e d n o s s o l . p u o r g P M A e h t e d i s t u o s e i t i t n e m o r f r o o t s e i t i t n e d e l l o r t n o c n i s t s e r e t n i y t i r o n m i f o n o i t i s i u q c a r o e l a s e h t n o P M A f o s r e d o h e r a h s o t e l b a t u b i r t t a s e s s o l l i d n a s n a g s t n e s e r p e r e v r e s e r s t fi o r p l a t i p a C e h T . e m o c n i e v i s n e h e r p m o c r e h t o h g u o r h t e u a v r i a f l t a d e r u s a e m s e i t i r u c e s y t i u q e n o s e s s o l i d n a s n a g d e s i l a e r s t n e s e r p e R 2 3 4 ' l s r e d o h e r a h s m o r f r e f s n a r t t n e u q e s b u s d n a s s o l l a n o i t i d d a e h t e s i n g o c e r o t e v r e s e R 1 2 3 1 ) 6 6 5 , 2 ( 3 5 1 0 1 , r a e y e h t f o d n e e h t t a e c n a l a B 75 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 76 Consolidated statement of changes in equity for the year ended 31 December 2021 ) 8 ( – ) 8 ( ) 8 ( – – – 8 7 9 4 , 8 1 1 0 6 8 4 , ) 9 0 5 3 ( , ) 0 3 9 1 ( , 8 6 1 ) 4 3 ( 0 7 9 4 , 8 1 1 2 5 8 4 , ) 7 1 5 3 ( , ) 0 3 9 1 ( , 8 6 1 ) 4 3 ( 0 7 4 2 1 ) 3 2 ( ) 6 9 ( 5 7 2 2 ) 3 1 ( 0 5 ) 0 6 3 ( ) 0 7 4 ( 4 7 2 4 , 7 1 – – – 7 1 1 ) 1 ( – ) 7 1 ( 8 ) 0 1 1 ( 3 5 4 2 1 ) 3 2 ( ) 6 9 ( 8 5 1 2 ) 2 1 ( 0 5 ) 3 4 3 ( ) 0 6 3 ( 6 6 2 4 , 3 5 4 2 1 4 – – – – 1 8 1 ) 3 4 3 ( – – ) 7 2 ( ) 6 9 ( ) 3 2 1 ( 1 2 ) 2 1 ( – – – ) 0 6 3 ( – – ) 4 4 ( ) 6 9 ( – – ) 0 1 ( – ) 0 4 1 ( ) 0 1 ( – – – – – – – – – – 2 7 – 2 7 – – 7 2 – 7 2 – – – – – ) 9 7 6 3 ( , ) 4 0 4 2 ( , 8 2 ) 4 4 ( 9 9 - n o N l a t o T n g i e r o F y c n e r r u c t e n f o n o i t a l s n a r t e g d e h d n a w o fl h s a C m $ l a t o T y t i u q e m $ m $ m $ m $ m $ m $ t s e r e t n i y t i u q e g n i l l o r t n o c r e d l o h e r a h s d e n i a t e R s g n i n r a e l a t o T s t n e m t s e v n i e g d e h s e v r e s e r s e v r e s e r e v r e s e r m $ e v r e s e r e u l a v r i a F d e t i m i L P M A f o s r e d l o h e r a h s o t e l b a t u b i r t t a y t i u q E m $ l a t i p a C s t fi o r p 3 e v r e s e r m $ - e r a h S d e s a b t n e m y a p 2 e v r e s e r m $ 1 e v r e s e r r e g r e m e D m $ y t i u q e d e t u b i r t n o C 1 2 3 9 0 1 ) 6 6 5 2 ( , 9 9 2 0 1 , 0 2 0 2 y r a u n a J 1 t a s a e c n a l a B – – – – n i s e g n a h c f o t c a p m I 4 s e i c i l o p g n i t n u o c c a 0 2 0 2 1 2 3 9 0 1 ) 6 6 5 2 ( , 9 9 2 0 1 , d e t a t s e r - r a e y e h t i f o g n n n g e b e h t i t a e c n a a B l – – – – – – – – – ) 0 6 3 ( ) 9 3 ( – – – – – 1 2 ) 2 1 ( – – – – – – – – – – – – – – – – – – – – 0 5 – – / e m o c n i e v i s n e h e r p m o c r e h t O i g n u n i t n o c m o r f ) s s o l ( s n o i t a r e p o n o i t a l s n a r t y c n e r r u c n g i e r o F 5 d e l c y c e r e v r e s e r i g n u n i t n o c m o r f t fi o r P s n o i t a r e p o d e u n i t n o c s i d m o r f t fi o r P 5 s n o i t a r e p o e s n e p x e t n e m y a p d e s a b - e r a h S y r u s a e r t f o n o i t a d i l o s n o c e D s e s a h c r u p e r a h S f o s n o i t i s i u q c a d n a s e l a S s t s e r e t n i g n i l l o r t n o c - n o n i 6 d a p s d n e d i v i D 5 s e r a h s ) s s o l ( / e m o c n i e v i s n e h e r p m o c l a t o T ' l s r e d o h e r a h s m o r f r e f s n a r t t n e u q e s b u s d n a s s o l l a n o i t i d d a e h t e s i n g o c e r o t e v r e s e R 1 8 1 1 ) 6 6 5 2 ( , 9 4 3 0 1 , r a e y e h t f o d n e e h t t a e c n a l a B a m r o f - o r p e h t n e e w t e b e c n e r e ff d e h t i s a w s s o l e h T . 3 0 0 2 r e b m e c e D n i s n o i t a r e p o K U s ’ P M A f o r e g r e m e d e h t n o s g n n r a e d e n a t e r i i r e b m e t p e S 1 n O . p u o r g P M A e h t e d i s t u o s e i t i t n e m o r f r o o t s e i t i t n e d e l l o r t n o c n i s t s e r e t n i y t i r o n m i f o n o i t i s i u q c a r o e l a s e h t n o P M A f o s r e d o h e r a h s o t e l b a t u b i r t t a s e s s o l l i d n a s n a g s t n e s e r p e r e v r e s e r s t fi o r p l a t i p a C e h T . s t n e m e l t i t n e f o t c e p s e r n i t e k r a m n o d e s a h c r u p s e r a h s f o t s o c e h t s s e l s t n e m y a p d e s a b - e r a h s d e l t t e s - y t i u q e o t n o i t a l e r n i d e s i n g o c e r e s n e p x e e v i t a u m u c e h t l s t n e s e r p e r e v r e s e r t n e m y a p d e s a b - e r a h S e h T . s n o i t a r e p o K U e h t l f o e u a v r i a f d e s a b - t e k r a m e h t d n a r e g r e m e d n o s s o l . i i s g n n r a e d e n a t e r g n i t s u d a y b s t n e m e t a t s j l a i c n a n fi d e t a d i l o s n o c e h t m o r f d e d u l c x e e b o t d e r i u q e r e r a s e r a h s y r u s a e r t n o d a p s d n e d i v i D i . s e r a h s y r u s a e r t n o d a p s d n e d i v i d e d u l c n i i i d a p s d n e d i v i D . . 3 2 e t o n o t r e f e R . s t n e m e g n a r r a ) S a a S ( e c i v r e S a s a e r a w t f o S o t t c e p s e r h t i w y c i l o p g n i t n u o c c a n i e g n a h c e h t o t s e t a l e R . s e s s e n i s u b e r u t a m d n a P W f o n o i t a d i l o s n o c e d e h t o t s e t a l e R . e v r e s e r s t fi o r p l a t i p a C n i n o i t c u d e r m 0 6 3 $ a n i g n i t l u s e r , l a t i p a C P M A n i i l g n d o h e r a h s t n e c r e p 5 1 s ’ n o i t a r o p r o C g n i k n a B d n a t s u r T J F U i h s i b u s t i M d e s a h c r u p e r P M A , 0 2 0 2 2 3 4 5 6 76 Consolidated statement of changes in equity for the year ended 31 December 2021 Consolidated statement of cash flows for the year ended 31 December 2021 - n o N l a t o T w o fl h s a C m $ l a t o T y t i u q e m $ m $ m $ m $ m $ m $ t s e r e t n i y t i u q e g n i l l o r t n o c r e d l o h e r a h s d e n i a t e R s g n i n r a e l a t o T s t n e m t s e v n i e g d e h s e v r e s e r s e v r e s e r e v r e s e r m $ e v r e s e r e u l a v r i a F m $ l a t i p a C s t fi o r p 3 e v r e s e r m $ - e r a h S d e s a b t n e m y a p 2 e v r e s e r m $ 1 e v r e s e r r e g r e m e D m $ y t i u q e d e t u b i r t n o C n g i e r o F y c n e r r u c t e n f o n o i t a l s n a r t e g d e h d n a d e t i m i L P M A f o s r e d l o h e r a h s o t e l b a t u b i r t t a y t i u q E ) 8 ( ) 8 ( ) 8 ( 0 7 4 2 1 ) 3 2 ( ) 6 9 ( 5 7 2 2 ) 3 1 ( 0 5 ) 0 6 3 ( ) 0 7 4 ( 4 7 2 , 4 – – – – 7 1 7 1 1 ) 1 ( – ) 7 1 ( 8 ) 0 1 1 ( 3 5 4 2 1 ) 3 2 ( ) 6 9 ( 8 5 1 2 ) 2 1 ( 0 5 ) 3 4 3 ( ) 0 6 3 ( 6 6 2 , 4 3 5 4 2 1 4 – – – – – ) 3 4 3 ( – – – – – ) 7 2 ( ) 6 9 ( ) 3 2 1 ( 1 2 ) 2 1 ( ) 0 6 3 ( – – – – – – – – ) 4 4 ( ) 6 9 ( – – – – – – – – – 1 8 1 ) 0 4 1 ( ) 0 1 ( 7 2 ) 0 1 ( 7 2 2 7 – 2 7 – – – – – – – – – – – – – – – – – – ) 0 6 3 ( ) 9 3 ( – – – – – – – – – 1 2 ) 2 1 ( – – – – – – – – – – – – – – – – – – – – – 0 5 e h t f o g n i n n i g e b e h t t a e c n a l a B n i s e g n a h c f o t c a p m I 4 s e i c i l o p g n i t n u o c c a / e m o c n i e v i s n e h e r p m o c r e h t O g n i u n i t n o c m o r f ) s s o l ( s n o i t a r e p o n o i t a l s n a r t y c n e r r u c n g i e r o F 5 d e l c y c e r e v r e s e r / e m o c n i e v i s n e h e r p m o c l a t o T ) s s o l ( e s n e p x e t n e m y a p d e s a b - e r a h S y r u s a e r t f o n o i t a d i l o s n o c e D s e s a h c r u p e r a h S 6 d i a p s d n e d i v i D 5 s e r a h s f o s n o i t i s i u q c a d n a s e l a S s t s e r e t n i g n i l l o r t n o c - n o n g n i u n i t n o c m o r f t fi o r P s n o i t a r e p o d e u n i t n o c s i d m o r f t fi o r P 5 s n o i t a r e p o 0 2 0 2 8 7 9 , 4 8 1 1 0 6 8 , 4 ) 9 0 5 , 3 ( ) 0 3 9 , 1 ( 8 6 1 ) 4 3 ( 1 2 3 9 0 1 ) 6 6 5 , 2 ( 9 9 2 , 0 1 0 2 0 2 y r a u n a J 1 t a s a e c n a l a B 0 7 9 , 4 8 1 1 2 5 8 , 4 ) 7 1 5 , 3 ( ) 0 3 9 , 1 ( 8 6 1 ) 4 3 ( 1 2 3 9 0 1 ) 6 6 5 , 2 ( 9 9 2 , 0 1 d e t a t s e r - r a e y a m r o f - o r p e h t n e e w t e b e c n e r e ff i d e h t s a w s s o l e h T . 3 0 0 2 r e b m e c e D n i s n o i t a r e p o K U s ’ P M A f o r e g r e m e d e h t n o s g n i n r a e d e n i a t e r ' s r e d l o h e r a h s m o r f r e f s n a r t t n e u q e s b u s d n a s s o l l a n o i t i d d a e h t e s i n g o c e r o t e v r e s e R 1 . s n o i t a r e p o K U e h t f o e u l a v r i a f d e s a b - t e k r a m e h t d n a r e g r e m e d n o s s o l r e b m e t p e S 1 n O . p u o r g P M A e h t e d i s t u o s e i t i t n e m o r f r o o t s e i t i t n e d e l l o r t n o c n i s t s e r e t n i y t i r o n i m f o n o i t i s i u q c a r o e l a s e h t n o P M A f o s r e d l o h e r a h s o t e l b a t u b i r t t a s e s s o l d n a s n i a g s t n e s e r p e r e v r e s e r s t fi o r p l a t i p a C e h T . s t n e m e l t i t n e f o t c e p s e r n i t e k r a m n o d e s a h c r u p s e r a h s f o t s o c e h t s s e l s t n e m y a p d e s a b - e r a h s d e l t t e s - y t i u q e o t n o i t a l e r n i d e s i n g o c e r e s n e p x e e v i t a l u m u c e h t s t n e s e r p e r e v r e s e r t n e m y a p d e s a b - e r a h S e h T . e v r e s e r s t fi o r p l a t i p a C n i n o i t c u d e r m 0 6 3 $ a n i g n i t l u s e r , l a t i p a C P M A n i g n i d l o h e r a h s t n e c r e p 5 1 s ’ n o i t a r o p r o C g n i k n a B d n a t s u r T J F U i h s i b u s t i M d e s a h c r u p e r P M A , 0 2 0 2 . s g n i n r a e d e n i a t e r g n i t s u j d a y b s t n e m e t a t s l a i c n a n fi d e t a d i l o s n o c e h t m o r f d e d u l c x e e b o t d e r i u q e r e r a s e r a h s y r u s a e r t n o d i a p s d n e d i v i D . s e r a h s y r u s a e r t n o d i a p s d n e d i v i d e d u l c n i d i a p s d n e d i v i D . 3 . 2 e t o n o t r e f e R . s t n e m e g n a r r a ) S a a S ( e c i v r e S a s a e r a w t f o S o t t c e p s e r h t i w y c i l o p g n i t n u o c c a n i e g n a h c e h t o t s e t a l e R . s e s s e n i s u b e r u t a m d n a P W f o n o i t a d i l o s n o c e d e h t o t s e t a l e R 2 3 4 5 6 ) 9 7 6 , 3 ( ) 4 0 4 , 2 ( 8 2 ) 4 4 ( 9 9 8 1 1 ) 6 6 5 , 2 ( 9 4 3 , 0 1 r a e y e h t f o d n e e h t t a e c n a l a B Note Cash flows from operating activities 1 Cash receipts in the course of operations Interest received Dividends and distributions received 2 Cash payments in the course of operations Net movement in deposits from customers Finance costs Income tax received/(paid) Net cash provided by/(used in) operating activities 6.1 Cash flows from investing activities 1 Net proceeds from sale of (payments to acquire): – investments in financial assets 3 – operating and intangible assets – operating controlled entities and investments in associates accounted for using the equity method – AMP Capital minority interest Proceeds from sale of the WP and mature businesses Net cash (used in)/provided by investing activities Cash flows from financing activities Proceeds from borrowings – non-banking operations 1 Repayment of borrowings – non-banking operations 1 Net movement in borrowings – banking operations Payments for buy-back of shares Repayment of subordinated debt Lease payments Dividends paid 4 Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents prior to the deconsolidation of WP and mature businesses Cash and cash equivalents deconsolidated 1 Cash and cash equivalents at the end of the year 6.1 2021 $m 2,564 690 130 (3,171) 1,662 (302) 116 1,689 (503) (49) (13) – – (565) – (398) 188 (196) (267) (60) – (733) 391 2,653 – 3,044 – 3,044 2020 1 $m 6,536 1,191 671 (12,165) 1,892 (450) (417) (2,742) 1,496 (83) (89) (451) 2,341 3,214 265 (507) (1,048) – (275) (63) (360) (1,988) (1,516) 8,069 (4) 6,549 (3,896) 2,653 1 Cash flows for the year ended 31 December 2020 include amounts attributable to shareholders' interests, policyholders' interests in the WP and mature business' statutory funds and controlled entities of those statutory funds. The sale of the WP and mature businesses was completed on 30 June 2020, resulting in the deconsolidation of cash and cash equivalents held by these businesses as at 30 June 2020. 2 Dividends and distributions received in the year ended 31 December 2020 are amounts of cash received mainly from investments held by AMP life insurance entities' statutory funds and controlled entities of the statutory funds. Dividends and distributions reinvested have been treated as non-cash items. 3 Net proceeds from sale of (payments to acquire) investments in financial assets also includes loans and advances made (net of payments) and purchases of financial assets (net of maturities) during the period by AMP Bank. 4 Dividends paid includes dividends paid to minority interest holders and is presented net of dividends on treasury shares. 77 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 78 Notes to the financial statements for the year ended 31 December 2021 ABOUT THIS REPORT This section outlines the structure of the AMP group, information useful to understanding the AMP group’s financial report and the basis on which the financial report has been prepared. (a) Understanding the AMP financial report The AMP group (AMP) is comprised of AMP Limited (the parent), a holding company incorporated and domiciled in Australia, and the entities it controls (subsidiaries or controlled entities). The consolidated financial statements of AMP Limited include the financial information of its controlled entities. The consolidated financial report: – – – – – – is a general purpose financial report; has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards including Australian Accounting Interpretations adopted by the Australian Accounting Standards Board (AASB) and International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board; is presented in Australian dollars with all values rounded to the nearest million dollars ($m), unless otherwise stated; has been prepared on a going concern basis generally using a historical cost basis; however where permitted under accounting standards a different basis may be used, including the fair value basis; presents assets and liabilities on the face of the Consolidated statement of financial position in decreasing order of liquidity and therefore does not distinguish between current and non-current items; presents reclassified comparative information where required for consistency with the current year’s presentation within the annual report; and – includes restated comparative information to reflect the impact of a change in accounting policy as detailed in note 2.3. AMP Limited is a for-profit entity and is limited by shares. The financial statements for the year ended 31 December 2021 were authorised for issue on 10 February 2022 in accordance with a resolution of the directors. Assets and liabilities held for sale SALE OF AMP CAPITAL’S GLOBAL EQUITIES AND FIXED INCOME BUSINESS On 8 July 2021, AMP announced an agreement to sell AMP Capital’s Global Equities and Fixed Income (GEFI) business to Macquarie Asset Management for up to $185m. The sale is subject to customary closing conditions and is expected to complete in the first quarter of 2022. Consideration at completion will comprise an upfront cash payment of up to $110m and deferred consideration of up to $75m. The aggregate consideration is subject to meeting certain conditions, including revenue targets, with the upfront cash component expected to be approximately $80m. The deferred consideration will be fair valued by AMP at completion and, together with the cash proceeds, will be treated as the accounting purchase price. GEFI was controlled by AMP throughout the reporting period and as a result, the income and expenses, assets and liabilities and cash flows of this business are consolidated within the financial report. In accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations (AASB 5), the assets and liabilities of this business have been separately classified as held for sale in the Consolidated statement of financial position. DIVESTMENT OF EQUITY INTEREST IN RESOLUTION LIFE AUSTRALASIA On 3 November 2021, AMP announced an agreement to divest its 19.13% equity interest in Resolution Life NOHC Pty Ltd (RLA) for consideration of $524m to Resolution Life Group, less the amount of any dividends, distributions or capital returns that are paid from RLA to AMP. The sale is subject to Regulatory approval and is expected to complete in the first half of 2022. Subsequent to the agreement to divest, AMP received dividends and capital returns from RLA of $15m, reducing the consideration payable at completion to $509m. In accordance with AASB 5, the carrying value of AMP’s equity interest in RLA has been adjusted to $509m as at 31 December 2021 and has been separately classified as held for sale in the Consolidated statement of financial position. As part of the divestment agreement, AMP and RLA have also agreed to settle a number of post-completion adjustments and certain claims between the parties, subject to various limitations and exclusions, which results in a payment of $141m from AMP to RLA at completion. This balance has been separately classified as held for sale in the Consolidated statement of financial position. DIVESTMENT OF INFRASTRUCTURE DEBT PLATFORM On 24 December 2021, AMP announced an agreement to sell its Infrastructure Debt platform to Ares Holdings LP for consideration of up to $428m. The sale is subject to a number of conditions precedent and is expected to complete in the first quarter of 2022. AMP’s Infrastructure Debt platform was controlled by AMP throughout the reporting period and as a result, the income and expenses, assets and liabilities and cash flows of the platform are consolidated within the financial report. As at 31 December 2021, the assets and liabilities of this business have been separately classified as held for sale in the Consolidated statement of financial position. COVID-19 impacts The COVID-19 pandemic has resulted in significant disruptions to the global economy during the year ended 31 December 2021 and there remains substantial uncertainty over the ultimate duration and extent of the pandemic as well as the corresponding economic impacts. These uncertainties have been incorporated into the judgements and estimates used by management in the preparation of this report, including the carrying values of the assets and liabilities. (b) Basis of consolidation Entities are fully consolidated from the date of acquisition, being the date on which the AMP group obtains control, and continue to be consolidated until the date that control ceases. Control exists where the AMP group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Income, expenses, assets, liabilities and cash flows of controlled entities are consolidated into the AMP group financial statements, along with those attributable to the shareholders of the parent entity. All inter-company transactions are eliminated in full, including unrealised profits arising from intra-group transactions. The share of the net assets of controlled entities attributable to non-controlling interests is disclosed as a separate line item on the Consolidated statement of financial position. Materiality Information has only been included in the financial report to the extent that it has been considered material and relevant to the understanding of the financial statements. A disclosure is considered material and relevant if, for example: – – – – the amount in question is significant because of its size or nature; it is important for understanding the results of the AMP group; it helps explain the impact of significant changes in the AMP group; and/or it relates to an aspect of the AMP group’s operations that is important to its future performance. (c) Significant accounting policies The significant accounting policies adopted in the preparation of the financial report are contained in the notes to the financial statements to which they relate. All accounting policies have been consistently applied to the current year and comparative period, unless otherwise stated. Where an accounting policy relates to more than one note or where no note is provided, the accounting policies are set out below. 79 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t The financial statements for the year ended 31 December 2021 were authorised for issue on 10 February 2022 in accordance with Interest, dividends and distributions income Interest income measured at amortised cost is recognised in the Consolidated income statement using the effective interest method. Revenue from dividends and distributions is recognised when the AMP group’s right to receive payment is established. SALE OF AMP CAPITAL’S GLOBAL EQUITIES AND FIXED INCOME BUSINESS Foreign currency transactions On 8 July 2021, AMP announced an agreement to sell AMP Capital’s Global Equities and Fixed Income (GEFI) business to Macquarie Asset Management for up to $185m. The sale is subject to customary closing conditions and is expected to complete in the first quarter of 2022. Transactions, assets and liabilities denominated in foreign currencies are translated into Australian dollars (the functional currency) using the following applicable exchange rates: Foreign currency amount Transactions Monetary assets and liabilities Applicable exchange rate Date of transaction Reporting date Non-monetary assets and liabilities carried at fair value Date fair value is determined Foreign exchange gains and losses resulting from translation of foreign exchange transactions are recognised in the Consolidated income statement, except for qualifying cash flow hedges, which are deferred to equity. On consolidation the assets, liabilities, income and expenses of foreign operations are translated into Australian dollars using the following applicable exchange rates: Foreign currency amount Income and expenses Assets and liabilities Equity Reserves Applicable exchange rate Average exchange rate Reporting date Historical date Reporting date Foreign exchange differences resulting from translation of foreign operations are initially recognised in the foreign currency translation reserve and subsequently transferred to the Consolidated income statement on disposal of the foreign operation. i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 78 Notes to the financial statements for the year ended 31 December 2021 ABOUT THIS REPORT This section outlines the structure of the AMP group, information useful to understanding the AMP group’s financial report and the basis on which the financial report has been prepared. (a) Understanding the AMP financial report The AMP group (AMP) is comprised of AMP Limited (the parent), a holding company incorporated and domiciled in Australia, and the entities it controls (subsidiaries or controlled entities). The consolidated financial statements of AMP Limited include the financial information of its controlled entities. The consolidated financial report: is a general purpose financial report; – – – – has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards including Australian Accounting Interpretations adopted by the Australian Accounting Standards Board (AASB) and International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board; is presented in Australian dollars with all values rounded to the nearest million dollars ($m), unless otherwise stated; has been prepared on a going concern basis generally using a historical cost basis; however where permitted under accounting standards a different basis may be used, including the fair value basis; – presents assets and liabilities on the face of the Consolidated statement of financial position in decreasing order of liquidity and therefore does not distinguish between current and non-current items; – presents reclassified comparative information where required for consistency with the current year’s presentation within the annual report; and – includes restated comparative information to reflect the impact of a change in accounting policy as detailed in note 2.3. AMP Limited is a for-profit entity and is limited by shares. a resolution of the directors. Assets and liabilities held for sale Consideration at completion will comprise an upfront cash payment of up to $110m and deferred consideration of up to $75m. The aggregate consideration is subject to meeting certain conditions, including revenue targets, with the upfront cash component expected to be approximately $80m. The deferred consideration will be fair valued by AMP at completion and, together with the cash proceeds, will be treated as the accounting purchase price. GEFI was controlled by AMP throughout the reporting period and as a result, the income and expenses, assets and liabilities and cash flows of this business are consolidated within the financial report. In accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations (AASB 5), the assets and liabilities of this business have been separately classified as held for sale in the Consolidated statement of financial position. DIVESTMENT OF EQUITY INTEREST IN RESOLUTION LIFE AUSTRALASIA On 3 November 2021, AMP announced an agreement to divest its 19.13% equity interest in Resolution Life NOHC Pty Ltd (RLA) for consideration of $524m to Resolution Life Group, less the amount of any dividends, distributions or capital returns that are paid from RLA to AMP. The sale is subject to Regulatory approval and is expected to complete in the first half of 2022. Subsequent to the agreement to divest, AMP received dividends and capital returns from RLA of $15m, reducing the consideration payable at completion to $509m. In accordance with AASB 5, the carrying value of AMP’s equity interest in RLA has been adjusted to $509m as at 31 December 2021 and has been separately classified as held for sale in the Consolidated statement of financial position. As part of the divestment agreement, AMP and RLA have also agreed to settle a number of post-completion adjustments and certain claims between the parties, subject to various limitations and exclusions, which results in a payment of $141m from AMP to RLA at completion. This balance has been separately classified as held for sale in the Consolidated statement of financial position. DIVESTMENT OF INFRASTRUCTURE DEBT PLATFORM On 24 December 2021, AMP announced an agreement to sell its Infrastructure Debt platform to Ares Holdings LP for consideration of up to $428m. The sale is subject to a number of conditions precedent and is expected to complete in the first quarter of 2022. AMP’s Infrastructure Debt platform was controlled by AMP throughout the reporting period and as a result, the income and expenses, assets and liabilities and cash flows of the platform are consolidated within the financial report. As at 31 December 2021, the assets and liabilities of this business have been separately classified as held for sale in the Consolidated statement of financial position. 80 Notes to the financial statements for the year ended 31 December 2021 (d) Critical judgements and estimates Preparation of the financial statements requires management to make judgements, estimates and assumptions about future events. Information on critical judgements and estimates considered when applying the accounting policies can be found above and in the following notes: Accounting estimates and judgements Note Tax Impairment of financial assets Fair value of financial assets Goodwill and acquired intangible assets Defined benefit plan Right of use assets and lease liabilities Provisions and contingent liabilities 1.4 2.1 2.2 2.3 4.1 6.3 6.4 Taxes Expected credit losses (ECLs) Investments in other financial assets and liabilities Intangibles Defined benefit asset/liability Right of use asset and lease liabilities Provisions and contingent liabilities Page 90 95 97 101 128 148 150 80 Notes to the financial statements for the year ended 31 December 2021 (d) Critical judgements and estimates Preparation of the financial statements requires management to make judgements, estimates and assumptions about future events. Information on critical judgements and estimates considered when applying the accounting policies can be found above and in the Accounting estimates and judgements Note following notes: Tax Impairment of financial assets Fair value of financial assets Taxes Expected credit losses (ECLs) Investments in other financial assets and liabilities Goodwill and acquired intangible assets Intangibles Defined benefit plan Right of use assets and lease liabilities Provisions and contingent liabilities Defined benefit asset/liability Right of use asset and lease liabilities Provisions and contingent liabilities 1.4 2.1 2.2 2.3 4.1 6.3 6.4 Page 90 95 97 101 128 148 150 1 SECTION RESULTS FOR THE YEAR This section provides insights into how the AMP group has performed in the current year and provides additional information about those individual line items in the financial statements that the directors consider most relevant in the context of the operations of the AMP group. Statutory measures of performance disclosed in this report are: – – Statutory earnings per share (EPS) – basic and diluted Profit (loss) after tax attributable to the shareholders of AMP NPAT (underlying) is AMP’s key measure of business performance. This performance measure is disclosed for each AMP operating segment within Segment performance. 1.1 Segment performance 1.2 Other operating expenses 1.3 1.4 Earnings per share Taxes 1.5 Dividends 1.1 SEGMENT PERFORMANCE The AMP group identifies its operating segments based on separate financial information that is regularly reviewed by the Chief Executive Officer and his executive team in assessing performance and determining the allocation of resources. The operating segments are identified according to the nature of profit generated and services provided, and their performance is evaluated based on a post-tax operating earnings basis. Reportable segment Segment description Australian wealth management (AWM) AWM comprises of three different business components providing advice, retirement income and managed investments products through: – Platforms provides a Wrap Platform which includes superannuation, retirement and investment solutions. – Master Trust provides a whole of wealth solutions for members both retail and corporate. – Advice provides financial advice services and equity investments in practices. AMP Bank AMP Bank offers residential mortgages, deposits and transaction banking. The Bank continues to focus on growth through investing in technology to streamline the origination process, improving the experience for both customers and intermediaries. AMP Capital AMP Capital is a diversified investment manager across major asset classes including infrastructure, real estate, equities, fixed interest, diversified and multi-manager and multi-asset funds. On 23 April 2021, AMP announced the intention to demerge AMP Capital’s Private Markets business, consisting of infrastructure equity, infrastructure debt and real estate. Subsequently, on 24 December 2021, AMP announced the further simplification of Private Markets with the sale of infrastructure debt, expected to complete in the first quarter of 2022. As part of the demerger preparations, on 8 July 2021, AMP announced the sale of its global equities and fixed income business (GEFI), which is expected to complete by 30 June 2022. The remaining AMP Capital public market business, the Multi-Asset Group, which is responsible for asset allocation on behalf of AMP’s superannuation clients, will complete its transition over to Australian wealth management prior to demerger, creating an end-to-end superannuation and investment platform business. New Zealand wealth management (NZ WM) Encompasses the wealth management and financial advice and distribution business in New Zealand. It provides clients with a variety of wealth management solutions including KiwiSaver, corporate superannuation, retail investments and a wrap investment management platform. Segment information is not reported for activities of the AMP group office companies as it is not the function of these departments to earn revenue and any revenues earned are incidental to the activities of the AMP group. 81 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 82 Notes to the financial statements for the year ended 31 December 2021 1.1 SEGMENT PERFORMANCE CONTINUED (a) Segment profit 2021 Segment profit after income tax External customer revenue Intersegment revenue 2 Segment revenue Other segment information Income tax expense Depreciation and amortisation 2020 Segment profit after income tax 3 External customer revenue Intersegment revenue 2 Segment revenue Other segment information Income tax expense Depreciation and amortisation AMP Bank $m 153 413 – 413 66 16 111 401 – 401 48 7 WM $m 48 948 3 951 20 28 64 1,055 7 1,062 25 38 NZ WM $m AMP Capital 1 $m 39 150 – 150 16 4 35 151 – 151 14 5 154 511 216 727 49 25 131 510 207 717 35 33 Total $m 394 2,022 219 2,241 151 73 341 2,117 214 2,331 122 83 1 AMP Capital segment revenue is reported net of external investment manager fees. 2 Intersegment revenue represents operating revenue between segments priced on a market related basis and is eliminated on consolidation. 3 FY 20 segment profit after income tax has been restated to reflect additional Group Office allocations to business units from FY 21 and show investment income on an actual basis with the removal of the market adjustment methodology. 82 Notes to the financial statements for the year ended 31 December 2021 (a) Segment profit 2021 Segment profit after income tax External customer revenue Intersegment revenue 2 Segment revenue Other segment information Income tax expense Depreciation and amortisation 2020 Segment profit after income tax 3 External customer revenue Intersegment revenue 2 Segment revenue Other segment information Income tax expense Depreciation and amortisation AMP Bank $m 153 413 – 413 66 16 111 401 – 401 48 7 WM $m 48 948 3 951 20 28 64 1,055 7 1,062 25 38 NZ WM AMP Capital 1 $m 39 150 – 150 16 4 35 151 – 151 14 5 $m 154 511 216 727 49 25 131 510 207 717 35 33 Total $m 394 2,022 219 2,241 151 73 341 2,117 214 2,331 122 83 1 AMP Capital segment revenue is reported net of external investment manager fees. 2 Intersegment revenue represents operating revenue between segments priced on a market related basis and is eliminated on consolidation. 3 FY 20 segment profit after income tax has been restated to reflect additional Group Office allocations to business units from FY 21 and show investment income on an actual basis with the removal of the market adjustment methodology. 1.1 SEGMENT PERFORMANCE CONTINUED 1.1 SEGMENT PERFORMANCE CONTINUED (b) The following table allocates the disaggregated segment revenue from contracts with customers to the group’s operating segments (see note 1.1(a)): 2021 Investment related Management fees Performance and transaction fees Net interest income Other revenue Total segment revenue per segment note Presentation adjustments 1 Total statutory revenue from contracts with customers 2020 Investment related Management fees Performance and transaction fees Net interest income Other revenue Total segment revenue per segment note Presentation adjustments 1 Total statutory revenue from contracts with customers Statutory revenue from contracts with customers Fee revenue – Investment management and related fees – Financial advisory fees 2 Other revenue Total statutory revenue from contracts with customers AMP Bank $m – – – 399 14 413 – – – 391 10 401 WM $m 858 – – – 93 951 NZ WM $m 116 – – – 34 150 AMP Capital $m 545 90 74 – 18 727 Total $m 1,519 90 74 399 159 2,241 187 2,428 907 115 564 1,586 – – – 155 1,062 – – – 36 151 96 51 – 6 717 2021 $m 1,597 611 2,208 220 2,428 96 51 391 207 2,331 254 2,585 2020 $m 1,696 711 2,407 178 2,585 1 Presentation adjustments primarily reflect the difference between total segment revenue and statutory revenue from contracts with customers, as required by AASB 15 Revenue from Contracts with Customers. These adjustments include revenue from sources other than contracts with customers and expense items which are presented net in the segment results, but presented gross in the Consolidated income statement. 2 A substantial majority of the financial advisory fees received are paid to advisers. For statutory reporting, financial advisory fees are presented gross of the related cost which is presented in Fee and commission expenses in the Consolidated income statement. 83 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 84 Notes to the financial statements for the year ended 31 December 2021 1.1 SEGMENT PERFORMANCE CONTINUED (c) Reconciliations Segment profit after income tax differs from profit (loss) attributable to shareholders of AMP Limited due to the exclusion of the following items: Segment profit after income tax 1 Net group office Total operating earnings NPAT (underlying) 2 Gain on sale of AMP Life AMP Life separation costs Client remediation and related costs Risk management, governance and controls Transformation cost out Impairments Demerger costs Other items 3 Amortisation of acquired intangible assets NPAT AMP Life earnings 4 (Loss)/Profit attributable to shareholders of AMP Limited (Loss)/Profit attributable to non-controlling interests (Loss)/Profit for the year 2021 $m 394 (38) 356 356 – – (78) – (133) (312) (75) 11 (21) (252) – (252) (2) (254) 2020 $m 341 (108) 233 233 299 (208) (73) (29) (51) (32) – (33) (58) 48 129 177 17 194 1 FY 20 segment profit after income tax has been re-presented to reflect actual investment income following the removal of 'market adjustment' which normalised investment income to 2.5%, this has previously been disclosed outside of Segment profit after income tax. 2 NPAT (underlying), represents shareholder attributable net profit or loss after tax excluding accounting mismatches and non- recurring revenue and expenses. 3 Other items largely comprise the net of one-off and non-recurring revenues and costs, including the cost of implementing significant regulatory changes. 4 Includes AMP Life earnings through to 30 June 2020. 84 Notes to the financial statements for the year ended 31 December 2021 (c) Reconciliations following items: Segment profit after income tax 1 Net group office Total operating earnings NPAT (underlying) 2 Gain on sale of AMP Life AMP Life separation costs Client remediation and related costs Risk management, governance and controls Transformation cost out Impairments Demerger costs Other items 3 NPAT AMP Life earnings 4 Amortisation of acquired intangible assets (Loss)/Profit attributable to shareholders of AMP Limited (Loss)/Profit attributable to non-controlling interests (Loss)/Profit for the year 1 FY 20 segment profit after income tax has been re-presented to reflect actual investment income following the removal of 'market adjustment' which normalised investment income to 2.5%, this has previously been disclosed outside of Segment profit after income tax. 2 NPAT (underlying), represents shareholder attributable net profit or loss after tax excluding accounting mismatches and non- recurring revenue and expenses. 3 Other items largely comprise the net of one-off and non-recurring revenues and costs, including the cost of implementing significant regulatory changes. 4 Includes AMP Life earnings through to 30 June 2020. 1.1 SEGMENT PERFORMANCE CONTINUED 1.1 SEGMENT PERFORMANCE CONTINUED Segment profit after income tax differs from profit (loss) attributable to shareholders of AMP Limited due to the exclusion of the Total segment revenue differs from Total revenue as follows: (c) Reconciliations continued 2021 $m 394 (38) 356 356 – – (78) – (133) (312) (75) 11 (21) (252) – (252) (2) (254) 2020 $m 341 (108) 233 233 299 (208) (73) (29) (51) (32) – (33) (58) 48 129 177 17 194 Total segment revenue Add revenue excluded from segment revenue – Investment gains and losses (excluding AMP Bank interest revenue) – Other revenue Add back expenses netted against segment revenue – Interest expense related to AMP Bank – External investment manager and adviser fees paid in respect of certain assets under management Movement in guarantee liabilities Remove intersegment revenue Total revenue (d) Segment assets 2021 $m 2,241 45 220 276 668 66 (219) 3,297 2020 $m 2,331 32 186 377 715 (30) (214) 3,397 Segment asset information has not been disclosed because the balances are not used by the Chief Executive Officer or the executive team for evaluating segment performance, or in allocating resources to segments. ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Revenue from contracts with customers For AMP, revenue from contracts with customers arises primarily from the provision of investment management and financial advisory services. Revenue is recognised when control of services is transferred to the customer at an amount that reflects the consideration which AMP is entitled to in exchange for the services provided. As the customer simultaneously receives and consumes the benefits as the service is provided, control is transferred over time. Accordingly, revenue is recognised over time. Fee rebates provided to customers are recognised as a reduction in fee revenue. Investment management and related fees Fees are charged to customers in connection with the provision of investment management and other related services. These performance obligations are satisfied on an ongoing basis, usually daily, and revenue is recognised as the service is provided. Financial advisory fees Financial advisory fees consist of fee-for-service revenue and commission income which are earned for providing customers with financial advice and performing related advisory services. These performance obligations are satisfied over time. Accordingly, revenue is recognised over time. A substantial majority of the financial advisory fees received are paid to advisers. Financial advisory fees are presented gross of the related cost which is presented in Fees and commission expenses in the Consolidated income statement. 85 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 86 Notes to the financial statements for the year ended 31 December 2021 1.2 OTHER OPERATING EXPENSES Impairment of intangibles Movement in expected credit losses Information technology and communication Onerous lease contracts Professional and consulting fees Amortisation of intangibles Depreciation of property, plant and equipment Other expenses Total other operating expenses 2021 $m (25) (25) (227) (118) (247) (202) (62) (386) (1,292) 2020 $m (5) (7) (243) – (288) (122) (74) (121) (860) 86 Notes to the financial statements for the year ended 31 December 2021 Impairment of intangibles Movement in expected credit losses Information technology and communication Onerous lease contracts Professional and consulting fees Amortisation of intangibles Depreciation of property, plant and equipment Other expenses Total other operating expenses 2021 $m (25) (25) (227) (118) (247) (202) (62) (386) (1,292) 2020 $m (5) (7) (243) – (288) (122) (74) (121) (860) 1.2 OTHER OPERATING EXPENSES 1.3 EARNINGS PER SHARE Basic earnings per share Basic earnings per share is calculated based on profit attributable to shareholders of AMP and the weighted average number of ordinary shares outstanding. Diluted earnings per share Diluted earnings per share is based on profit attributable to shareholders of AMP and the weighted average number of ordinary shares outstanding after adjustments for the effects of all dilutive potential ordinary shares, such as options and performance rights. (Loss)/Profit attributable to shareholders of AMP Continuing operations Discontinued operations (Loss)/Profit attributable to shareholders of AMP Weighted average number of ordinary shares for basic EPS 1 Add: potential ordinary shares considered dilutive 2 Weighted average number of ordinary shares used in the calculation of dilutive (loss)/earnings per share (Loss)/Earnings per share Basic Diluted (Loss)/Earnings per share for continuing operations Basic Diluted 2021 $m (252) – (252) 2021 $m 3,335 – 3,335 2021 cents (7.6) (7.6) (7.6) (7.6) 2020 $m 53 124 177 2020 $m 3,428 56 3,484 2020 cents 5.2 5.1 1.6 1.5 1 The weighted average number of ordinary shares outstanding is calculated after deducting the weighted average number of treasury shares held during the period. 2 Weighted average number of shares used in the basic and diluted Earnings Per Share calculation is the same for the year ended 31 December 2021 as the effect of share rights expected to vest are anti-dilutive and excluded from the calculation (2020: Performance rights have been determined to be dilutive, however, if these instruments vest and are exercised, it is AMP’s policy to buy AMP shares on market so there will be no dilutive effect on the value of AMP shares). Earnings per share for discontinuing operations Basic Diluted n/a n/a 3.6 3.6 87 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 88 Notes to the financial statements for the year ended 31 December 2021 1.4 TAXES OUR TAXES This sub-section outlines the impact of income taxes on the results and financial position of AMP. In particular: – – – the impact of tax on the reported result; amounts owed to/receivable from the tax authorities; and deferred tax balances that arise due to differences in the tax and accounting treatment of balances recorded in the financial report. These financial statements include the disclosures relating to tax required under accounting standards. Further information on AMP’s tax matters can be found in the AMP Tax Report at amp.com.au/shares. (a) Income tax credit The following table provides a reconciliation of differences between prima facie tax calculated as 30% of the profit or loss before income tax for the year and the income tax expense or credit recognised in the Consolidated income statement for the year. (Loss)/Profit before income tax Tax at the Australian tax rate of 30% (2020: 30%) Tax concessions including research and development and offshore banking unit Non-deductible expenses Non-taxable income Other items Over provided in previous years Differences in overseas tax rates Income tax credit per Consolidated income statement (b) Analysis of income tax credit Current tax credit/(expense) (Decrease)/Increase in deferred tax assets Decrease/(Increase) in deferred tax liabilities Income tax credit 2021 $m (326) 98 1 (160) 61 (30) 95 7 72 109 (130) 93 72 2020 $m 51 (15) 1 (25) 14 25 3 16 19 (7) 57 (31) 19 88 Notes to the financial statements for the year ended 31 December 2021 1.4 TAXES OUR TAXES This sub-section outlines the impact of income taxes on the results and financial position of AMP. In particular: the impact of tax on the reported result; amounts owed to/receivable from the tax authorities; and – – – financial report. deferred tax balances that arise due to differences in the tax and accounting treatment of balances recorded in the These financial statements include the disclosures relating to tax required under accounting standards. Further information on AMP’s tax matters can be found in the AMP Tax Report at amp.com.au/shares. The following table provides a reconciliation of differences between prima facie tax calculated as 30% of the profit or loss before income tax for the year and the income tax expense or credit recognised in the Consolidated income statement for the year. Tax at the Australian tax rate of 30% (2020: 30%) Tax concessions including research and development and offshore banking unit (a) Income tax credit (Loss)/Profit before income tax Non-deductible expenses Non-taxable income Other items Over provided in previous years Differences in overseas tax rates Income tax credit per Consolidated income statement (b) Analysis of income tax credit Current tax credit/(expense) (Decrease)/Increase in deferred tax assets Decrease/(Increase) in deferred tax liabilities Income tax credit 2021 $m (326) 98 1 (160) 61 (30) 95 7 72 109 (130) 93 72 2020 $m 51 (15) 1 (25) 14 25 3 16 19 (7) 57 (31) 19 1.4 TAXES CONTINUED (c) Analysis of deferred tax balances Analysis of deferred tax assets Expenses deductible in the future years Unrealised movements on borrowings and derivatives Unrealised investment losses Losses available for offset against future taxable income Lease Liability Capitalised software expenses Transferred to assets held for sale Other Total deferred tax assets Analysis of deferred tax liabilities Unrealised investment gains Right of use assets Intangible asset Unearned revenue Other Total deferred tax liabilities (d) Amounts recognised directly in equity Deferred income tax expense related to items taken directly to equity during the year (e) Unused tax losses and deductible temporary differences not recognised Revenue losses Deductible temporary differences Capital losses 2021 $m 2020 $m 277 32 11 177 29 131 (6) 4 655 30 20 35 28 23 136 2021 $m (43) 2021 $m 155 57 1,053 499 54 43 43 50 129 – 10 828 43 41 115 – 27 226 2020 $m (7) 2020 $m 112 – 741 89 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 90 Notes to the financial statements for the year ended 31 December 2021 1.4 TAXES CONTINUED ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Income tax expense Income tax expense is the tax payable on taxable income for the current period based on the income tax rate for each jurisdiction and adjusted for changes in deferred tax assets and liabilities. These changes are attributable to: – – – temporary differences between the tax bases of assets and liabilities and their Consolidated statement of financial position carrying amounts; unused tax losses; and the impact of changes in the amounts of deferred tax assets and liabilities arising from changes in tax rates or in the manner in which these balances are expected to be realised. Adjustments to income tax expense are also made for any differences between the amounts paid, or expected to be paid, in relation to prior periods and the amounts provided for these periods at the start of the current period. Any tax impact on income and expense items that are recognised directly in equity is also recognised directly in equity. Deferred tax Deferred tax assets and liabilities are recognised for temporary differences and are measured at the tax rates which are expected to apply when the assets are recovered or liabilities are settled, based on tax rates that have been enacted or substantively enacted for each jurisdiction at the reporting date. Deferred tax assets and liabilities are not discounted to present value. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Tax consolidation AMP Limited and its wholly owned Australian controlled entities are part of a tax-consolidated group, with AMP Limited being the head entity (the company). A tax funding agreement has been entered into by the head entity and the controlled entities in the tax-consolidated group and requires entities to fully compensate the company for current tax liabilities and to be fully compensated by the company for any current or deferred tax assets in respect of tax losses arising from external transactions occurring after 30 June 2003, the implementation date of the tax-consolidated group. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The AMP group is subject to taxes in Australia and other jurisdictions where it has operations. The application of tax law to the specific circumstances and transactions of the AMP group requires the exercise of judgement by management. The tax treatments adopted by management in preparing the financial statements may be impacted by changes in legislation and interpretations or be subject to challenge by tax authorities. Judgement is also applied by management in determining the extent to which the recovery of carried forward tax losses and deductible temporary differences are probable for the purpose of meeting the criteria for recognition as deferred tax assets. 90 Notes to the financial statements for the year ended 31 December 2021 1.4 TAXES CONTINUED 1.5 DIVIDENDS ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Dividends paid and proposed during the year are shown in the table below: Dividend per share (cents) Franking percentage Dividend amount ($m) Payment date Dividends paid Previous year final dividend on ordinary shares Special dividend on ordinary shares Total dividends paid 1 1 Total dividends paid includes dividends paid on Treasury shares $nil (2020: $nil). 2021 Final – – – – 2021 Interim 2020 Final 2020 Special dividend – – – – – – – – 2021 $m – – – 10.0 100% 343 1 October 2020 2020 $m – 343 343 Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Dividend franking credits Franking credits available to shareholders are $67m (2020: $76m), based on a tax rate of 30%. This amount is calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking credits that will arise from the settlement, after the end of the reporting date, of liabilities for income tax and receivables for dividends. The company’s ability to utilise the franking account credits depends on meeting Corporations Act 2001 (Cth) requirements to declare dividends. Franked dividends are franked at a tax rate of 30%. Income tax expense is the tax payable on taxable income for the current period based on the income tax rate for each jurisdiction and adjusted for changes in deferred tax assets and liabilities. These changes are attributable to: – temporary differences between the tax bases of assets and liabilities and their Consolidated statement of financial position the impact of changes in the amounts of deferred tax assets and liabilities arising from changes in tax rates or in the manner in which these balances are expected to be realised. Adjustments to income tax expense are also made for any differences between the amounts paid, or expected to be paid, in relation to prior periods and the amounts provided for these periods at the start of the current period. Any tax impact on income and expense items that are recognised directly in equity is also recognised directly in equity. Deferred tax assets and liabilities are recognised for temporary differences and are measured at the tax rates which are expected to apply when the assets are recovered or liabilities are settled, based on tax rates that have been enacted or substantively enacted for each jurisdiction at the reporting date. Deferred tax assets and liabilities are not discounted to present value. Income tax expense carrying amounts; unused tax losses; and – – Deferred tax Tax consolidation AMP Limited and its wholly owned Australian controlled entities are part of a tax-consolidated group, with AMP Limited being the head entity (the company). A tax funding agreement has been entered into by the head entity and the controlled entities in the tax-consolidated group and requires entities to fully compensate the company for current tax liabilities and to be fully compensated by the company for any current or deferred tax assets in respect of tax losses arising from external transactions occurring after 30 June 2003, the implementation date of the tax-consolidated group. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The AMP group is subject to taxes in Australia and other jurisdictions where it has operations. The application of tax law to the specific circumstances and transactions of the AMP group requires the exercise of judgement by management. The tax treatments adopted by management in preparing the financial statements may be impacted by changes in legislation and interpretations or be subject to challenge by tax authorities. Judgement is also applied by management in determining the extent to which the recovery of carried forward tax losses and deductible temporary differences are probable for the purpose of meeting the criteria for recognition as deferred tax assets. 91 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 92 Notes to the financial statements for the year ended 31 December 2021 2 SECTION LOANS AND ADVANCES, INVESTMENTS, INTANGIBLES AND WORKING CAPITAL This section highlights the AMP group’s assets and working capital used to support the AMP group’s activities. 2.1 2.2 2.3 Loans and advances Investments in other financial assets and liabilities Intangibles 2.4 Other assets 2.5 Receivables 2.6 2.7 Payables Fair value information 2.1 LOANS AND ADVANCES (a) Loans and advances Housing loans 1 Practice finance loans Total loans and advances 2 Less: Provisions for impairment Individual provisions – Housing loans – Practice finance loans Collective provisions Total provisions for impairment Total net loans and advances Movement in provisions: Individual provision Balance at the beginning of the year Increase in provision – housing loans Increase in provision – practice finance loans Bad debts written off Provision released Balance at the end of the year Collective provision Balance at the beginning of the year (Decrease)/increase in provision Balance at the end of the year 2021 $m 21,847 316 22,163 (7) (83) (26) (116) 22,047 107 1 – (3) (15) 90 47 (21) 26 2020 $m 20,289 391 20,680 (13) (94) (47) (154) 20,526 112 4 1 (3) (7) 107 20 27 47 1 Total housing loans include net capitalised costs of $87m (2020: $76m). 2 Total loans and advances $16,600m (2020: $16,317m) is expected to be received more than 12 months after the reporting date. 2 SECTION LOANS AND ADVANCES, INVESTMENTS, INTANGIBLES AND WORKING CAPITAL This section highlights the AMP group’s assets and working capital used to support the AMP group’s activities. 2.1 LOANS AND ADVANCES CONTINUED (b) Expected credit losses The following table provides the changes to expected credit losses (ECLs) relating to loans and advances during the year. The movements in provisions during the period are inclusive of adjustments to macro-economic factors (including unemployment, property prices, ASX index and cash rate) that reflect the impacts in the economy as a result of the COVID-19 pandemic. Stage 1 collective $m Stage 2 collective $m Stage 3 $m 2021 Balance at the beginning of the year Transferred to Stage 1 (12-months ECL – collective provision) Transferred to Stage 2 (lifetime ECL credit impaired – collective provision) Transferred to Stage 3 (lifetime ECL credit impaired – specific provision) (Released)/increased provisions during the period (net of collective provision released) Bad debt write-offs Provision for practice finance loans Balance at the end of the year 2020 Balance at the beginning of the year Transferred to Stage 1 (12-months ECL – collective provision) Transferred to Stage 2 (lifetime ECL credit impaired – collective provision) Transferred to Stage 3 (lifetime ECL credit impaired – specific provision) Increased provisions during the year (net of collective provision released) Bad debt write-offs Provision for practice finance loans Balance at the end of the year 31 15 – (1) (27) – – 18 16 (8) 2 (1) (1) – – 8 Stage 1 collective $m Stage 2 collective $m 11 7 – (1) 14 – – 31 9 (2) 1 (1) 9 – – 16 107 (7) (2) 2 1 (3) (8) 90 Stage 3 $m 112 (5) (1) 2 6 (3) (4) Total $m 154 – – – (27) (3) (8) 116 Total $m 132 – – – 29 (3) (4) 107 154 92 Notes to the financial statements for the year ended 31 December 2021 Investments in other financial assets and liabilities Loans and advances 2.1 2.2 2.3 2.6 2.7 Intangibles 2.4 Other assets 2.5 Receivables Payables Fair value information 2.1 LOANS AND ADVANCES (a) Loans and advances Housing loans 1 Practice finance loans Total loans and advances 2 Less: Provisions for impairment Individual provisions – Housing loans – Practice finance loans Collective provisions Total provisions for impairment Total net loans and advances Movement in provisions: Individual provision Balance at the beginning of the year Increase in provision – housing loans Increase in provision – practice finance loans Bad debts written off Provision released Balance at the end of the year Collective provision Balance at the beginning of the year (Decrease)/increase in provision Balance at the end of the year 1 Total housing loans include net capitalised costs of $87m (2020: $76m). 2 Total loans and advances $16,600m (2020: $16,317m) is expected to be received more than 12 months after the reporting date. 2021 $m 21,847 316 22,163 (7) (83) (26) (116) 22,047 107 1 – (3) (15) 90 47 (21) 26 2020 $m 20,289 391 20,680 (13) (94) (47) (154) 20,526 112 4 1 (3) (7) 107 20 27 47 93 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 94 Notes to the financial statements for the year ended 31 December 2021 2.1 LOANS AND ADVANCES CONTINUED ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Financial assets measured at amortised cost – loans and advances and debt securities Loans and advances and debt securities are measured at amortised cost when both of the following conditions are met: – – the financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets measured at amortised cost are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial asset. These assets are subsequently recognised at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Loans and advances are financial assets with fixed or determinable payments that are not quoted in an active market. They arise when AMP Bank provides money directly to a customer, including loans and advances to advisers, and with no intention of trading the financial asset. Loans and advances are initially recognised at fair value including direct and incremental transaction costs relating to loan origination. They are subsequently measured at amortised cost using the effective interest method, less any provision for impairment. In 2020, as a resultant impact of COVID-19 AMP Bank introduced loan repayment deferral arrangements to mortgage customers. The repayment deferrals are considered a continuation of customers’ existing loans and recognised as non-substantial loan modifications as they continue to accrue interest on deferred repayments. A request for repayment deferrals is not automatically treated as, but may result in, a significant increase in credit risk, subject to management assessment. IMPAIRMENT OF FINANCIAL ASSETS An allowance for expected credit losses (ECLs) is recognised for financial assets not held at fair value through profit or loss. ECLs are probability weighted estimates of credit losses and are measured as the present value of all cash shortfalls discounted at the effective interest rate of the financial instrument. The key elements in the measurement of ECLs are as follows: – – – PD – the probability of default is an estimate of the likelihood of default over a given time horizon. EAD – the exposure at default is an estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date. LGD – loss given default is an estimate of the loss arising in the case where default occurs at a given time. It is based on the difference between cash flows due to the group in accordance with the contract and the cash flows that the group expects to receive, including from the realisation of any collateral. The group estimates these elements using appropriate credit risk models taking into consideration a number of factors including the internal and external credit ratings of the assets, nature and value of collateral and forward-looking macro-economic scenarios. Other than ECL on trade receivables, where a simplified approach is taken, the group applies a three-stage approach to measure the ECLs as follows: STAGE 1 (12-MONTH ECL) The group collectively assesses and recognises a provision at an amount equal to 12-month ECL when financial assets are current and/or have had a good performance history and are of low credit risk. It includes financial assets where the credit risk has improved, and the financial assets have been reclassified from Stage 2 or even Stage 3 based on improved performance observed over a predefined period of time. A financial asset is considered to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade’. STAGE 2 (LIFETIME ECL – NOT CREDIT IMPAIRED) The group collectively assesses and recognises a provision at an amount equal to lifetime ECL on financial assets where there has been a significant increase in credit risk since initial recognition but the financial assets are not credit impaired. The quantitative criteria used to determine a significant increase in credit risk is a series of relative and absolute thresholds. Financial assets that were 30 days past due at least once over the last six months are deemed to have significant increase in credit risk since initial recognition. For loans and advances, other risk factors like hardship, loan to value ratio (LVR) and loan to income ratio (LTI) are also considered in order to determine a significant increase in credit risk. STAGE 3 (LIFETIME ECL – CREDIT IMPAIRED) The group measures loss allowances at an amount equal to lifetime ECL on financial assets that are determined to be credit impaired based on objective evidence of impairment. Financial assets are classified as impaired when payment is 90 days past due or when there is no longer reasonable assurance that principal or interest will be collected in their entirety on a timely basis. 2.1 LOANS AND ADVANCES CONTINUED 2.1 LOANS AND ADVANCES CONTINUED CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Impairment The impairment provisions (individual and collective) are outputs of ECL models with a number of underlying assumptions regarding the choice of variable inputs and their interdependencies. Elements of the ECL models that are considered accounting estimates and judgements include: – – – – – the AMP group’s internal grading which assigns PDs to the individual grades; the AMP group’s estimates of LGDs arising in the event of default; the AMP group’s criteria for assessing if there has been a significant increase in credit risk; development of ECL models, including the various formulas, choice of inputs and assumptions; and determination of associations between macroeconomic scenarios and their probability weightings, to derive the economic inputs into the ECL models. Future outcomes and macro-economic conditions which differ from management’s assumptions and estimates could result in changes to the timing and amount of credit losses to be recognised. 94 Notes to the financial statements for the year ended 31 December 2021 ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT – – – – Financial assets measured at amortised cost – loans and advances and debt securities Loans and advances and debt securities are measured at amortised cost when both of the following conditions are met: the financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets measured at amortised cost are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial asset. These assets are subsequently recognised at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Loans and advances are financial assets with fixed or determinable payments that are not quoted in an active market. They arise when AMP Bank provides money directly to a customer, including loans and advances to advisers, and with no intention of trading the financial asset. Loans and advances are initially recognised at fair value including direct and incremental transaction costs relating to loan origination. They are subsequently measured at amortised cost using the effective interest method, less any provision for impairment. In 2020, as a resultant impact of COVID-19 AMP Bank introduced loan repayment deferral arrangements to mortgage customers. The repayment deferrals are considered a continuation of customers’ existing loans and recognised as non-substantial loan modifications as they continue to accrue interest on deferred repayments. A request for repayment deferrals is not automatically treated as, but may result in, a significant increase in credit risk, subject to management assessment. IMPAIRMENT OF FINANCIAL ASSETS An allowance for expected credit losses (ECLs) is recognised for financial assets not held at fair value through profit or loss. ECLs are probability weighted estimates of credit losses and are measured as the present value of all cash shortfalls discounted at the effective interest rate of the financial instrument. The key elements in the measurement of ECLs are as follows: PD – the probability of default is an estimate of the likelihood of default over a given time horizon. EAD – the exposure at default is an estimate of the exposure at a future default date, taking into account expected changes in the – LGD – loss given default is an estimate of the loss arising in the case where default occurs at a given time. It is based on the difference between cash flows due to the group in accordance with the contract and the cash flows that the group expects to receive, including exposure after the reporting date. from the realisation of any collateral. The group estimates these elements using appropriate credit risk models taking into consideration a number of factors including the internal and external credit ratings of the assets, nature and value of collateral and forward-looking macro-economic scenarios. Other than ECL on trade receivables, where a simplified approach is taken, the group applies a three-stage approach to measure the ECLs as follows: STAGE 1 (12-MONTH ECL) The group collectively assesses and recognises a provision at an amount equal to 12-month ECL when financial assets are current and/or have had a good performance history and are of low credit risk. It includes financial assets where the credit risk has improved, and the financial assets have been reclassified from Stage 2 or even Stage 3 based on improved performance observed over a predefined period of time. A financial asset is considered to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade’. STAGE 2 (LIFETIME ECL – NOT CREDIT IMPAIRED) The group collectively assesses and recognises a provision at an amount equal to lifetime ECL on financial assets where there has been a significant increase in credit risk since initial recognition but the financial assets are not credit impaired. The quantitative criteria used to determine a significant increase in credit risk is a series of relative and absolute thresholds. Financial assets that were 30 days past due at least once over the last six months are deemed to have significant increase in credit risk since initial recognition. For loans and advances, other risk factors like hardship, loan to value ratio (LVR) and loan to income ratio (LTI) are also considered in order to determine a significant increase in credit risk. STAGE 3 (LIFETIME ECL – CREDIT IMPAIRED) The group measures loss allowances at an amount equal to lifetime ECL on financial assets that are determined to be credit impaired based on objective evidence of impairment. Financial assets are classified as impaired when payment is 90 days past due or when there is no longer reasonable assurance that principal or interest will be collected in their entirety on a timely basis. 95 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 96 Notes to the financial statements for the year ended 31 December 2021 2.2 INVESTMENTS IN OTHER FINANCIAL ASSETS AND LIABILITIES Financial assets measured at fair value through profit or loss Equity securities and listed managed investment schemes Debt securities Unlisted managed investment schemes 1 Derivative financial assets Total financial assets measured at fair value through profit or loss Financial assets measured at fair value through other comprehensive income Debt securities 2 Equity securities 1 Total financial assets measured at fair value through other comprehensive income Other financial assets measured at amortised cost Debt securities Total other financial assets measured at amortised cost Total other financial assets Other financial liabilities Derivative financial liabilities Collateral deposits held Total other financial liabilities 2021 $m 13 751 314 334 1,412 2,184 – 2,184 88 88 2020 $m 28 1,132 149 369 1,678 2,768 59 2,827 582 582 3,684 5,087 185 108 293 376 127 503 1 $70m of Unlisted managed investment schemes (FY 20 $59m of equity securities) are held by AMP Foundation for charitable purposes in accordance with the AMP Foundation Trust Deed. 2 Debt securities measured at fair value through other comprehensive income are assets of AMP Bank. ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Recognition and derecognition of financial assets and liabilities Financial assets and financial liabilities are recognised at the date the AMP group becomes a party to the contractual provisions of the instrument. At initial recognition, financial assets are classified as subsequently measured at fair value through profit or loss, fair value through other comprehensive income (OCI), and amortised cost. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the group’s business model for managing them. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. A transfer occurs when substantially all the risks and rewards of ownership of the financial asset are passed to an unrelated third party. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires. Financial assets measured at fair value through profit or loss Financial assets measured on initial recognition as financial assets measured at fair value through profit or loss are initially recognised at fair value, determined as the purchase cost of the asset, exclusive of any transaction costs. Transaction costs are expensed as incurred in profit or loss. Any realised and unrealised gains or losses arising from subsequent measurement at fair value are recognised in profit or loss in the period in which they arise. 96 Notes to the financial statements for the year ended 31 December 2021 2.2 INVESTMENTS IN OTHER FINANCIAL ASSETS AND LIABILITIES 2.2 INVESTMENTS IN OTHER FINANCIAL ASSETS AND LIABILITIES CONTINUED Financial assets measured at fair value through profit or loss Equity securities and listed managed investment schemes Debt securities Unlisted managed investment schemes 1 Derivative financial assets Total financial assets measured at fair value through profit or loss Financial assets measured at fair value through other comprehensive income Debt securities 2 Equity securities 1 Total financial assets measured at fair value through other comprehensive income Other financial assets measured at amortised cost Debt securities Total other financial assets measured at amortised cost Total other financial assets Other financial liabilities Derivative financial liabilities Collateral deposits held Total other financial liabilities 2021 $m 13 751 314 334 1,412 2,184 – 2,184 88 88 185 108 293 2020 $m 28 1,132 149 369 1,678 2,768 59 2,827 582 582 376 127 503 1 $70m of Unlisted managed investment schemes (FY 20 $59m of equity securities) are held by AMP Foundation for charitable purposes in accordance with the AMP Foundation Trust Deed. 2 Debt securities measured at fair value through other comprehensive income are assets of AMP Bank. ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Recognition and derecognition of financial assets and liabilities Financial assets and financial liabilities are recognised at the date the AMP group becomes a party to the contractual provisions of the instrument. At initial recognition, financial assets are classified as subsequently measured at fair value through profit or loss, fair value through other comprehensive income (OCI), and amortised cost. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the group’s business model for managing them. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. A transfer occurs when substantially all the risks and rewards of ownership of the financial asset are passed to an unrelated third party. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires. Financial assets measured at fair value through profit or loss Financial assets measured on initial recognition as financial assets measured at fair value through profit or loss are initially recognised at fair value, determined as the purchase cost of the asset, exclusive of any transaction costs. Transaction costs are expensed as incurred in profit or loss. Any realised and unrealised gains or losses arising from subsequent measurement at fair value are recognised in profit or loss in the period in which they arise. Financial assets measured at fair value through profit or loss – debt securities Debt securities can be irrevocably designated, at initial recognition, as measured at fair value through profit or loss where doing so would eliminate or significantly reduce a measurement or recognition inconsistency or otherwise results in more relevant information. Fair value on initial recognition is determined as the purchase cost of the asset, exclusive of any transaction costs. Transactions costs are expensed as incurred in profit or loss. Subsequent measurement is determined with reference to the bid price at the reporting date. Any realised and unrealised gains or losses arising from subsequent measurement at fair value are recognised in the Consolidated income statement in the period in which they arise. Financial assets measured at fair value through OCI – debt securities Debt securities are measured at fair value through OCI when both of the following conditions are met: – – the instrument is held within a business model, the objective of which is achieved by both collecting contractual cash flows and selling financial assets; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Fair value through OCI instruments are subsequently measured at fair value with gains and losses arising due to changes in fair value recognised in OCI. Interest income and foreign exchange gains and losses and impairment losses or reversals are recognised in profit or loss in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. The accumulated gains or losses recognised in OCI are recycled to profit and loss upon derecognition of the assets. The group classifies debt securities held by AMP Bank under this category. 3,684 5,087 Financial assets measured at fair value through OCI – equity securities Upon initial recognition, the group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under AASB 132 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established. Equity instruments designated at fair value through OCI are not subject to impairment assessment. Financial assets measured at amortised cost – debt securities Refer to note 2.1 for details. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Financial assets measured at fair value Where available, quoted market prices for the same or similar instruments are used to determine fair value. Where there is no market price available for an instrument, a valuation technique is used. Management applies judgement in selecting valuation techniques and setting valuation assumptions and inputs. Further detail on the determination of fair value of financial instruments is set out in note 2.7. 97 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 98 Notes to the financial statements for the year ended 31 December 2021 2.3 INTANGIBLES Goodwill $m Capitalised costs $m Value of in-force business $m Distribution networks $m Other intangibles $m 2021 Balance at the beginning of the year 157 Additions through separate acquisitions Additions through internal development Reductions through disposal Transferred from inventories Amortisation expense Impairment loss Transferred to assets held for sale – – – – – – (8) Balance at the end of the year 149 228 – 51 (40) – (93) (19) – 127 114 – – (24) – (90) – – – 119 49 – (96) 2 (18) (6) – 50 11 – – – – (1) – (6) 4 2020 Balance as at 1 January 2020 Impact of changes in accounting policies 1 Restated balance at the beginning of the year Additions through acquisitions of controlled entities Additions through separate acquisitions Additions through internal development Reductions through disposal Transferred to inventories Amortisation expense 2 Impairment loss Balance at the end of the year Goodwill $m Capitalised costs $m Value of in-force business $m Distribution networks $m Other intangibles $m 172 – 172 – – – (15) – – – 157 223 (11) 212 – – 93 (12) – (64) (1) 228 341 127 – – 341 127 – – – (177) – (50) – 114 8 83 – (66) (3) (26) (4) 119 14 – 14 – – – – – (3) – 11 1 Relates to the change of the accounting policy of Software as a Service (SaaS) arrangements. 2 Amortisation expense includes amortization related to the WP and mature businesses of $nil (2020: $17m). Total $m 629 49 51 (160) 2 (202) (25) (14) 330 Total $m 877 (11) 866 8 83 93 (270) (3) (143) (5) 629 98 Notes to the financial statements for the year ended 31 December 2021 2.3 INTANGIBLES 2021 Balance at the beginning of the year 157 Additions through separate acquisitions Additions through internal development Reductions through disposal Transferred from inventories Amortisation expense Impairment loss Transferred to assets held for sale Balance at the end of the year 149 2020 policies 1 of the year Balance as at 1 January 2020 Impact of changes in accounting Restated balance at the beginning Additions through acquisitions of controlled entities Additions through separate acquisitions Additions through internal development Reductions through disposal Transferred to inventories Amortisation expense 2 Impairment loss Balance at the end of the year Goodwill $m Capitalised costs $m Value of in-force business $m Distribution Other networks intangibles – – – – – – (8) 172 – 172 (15) – – – – – – 157 228 – 51 (40) – (93) (19) – 127 223 (11) 212 – – 93 (12) – (64) (1) 228 114 – – (24) – (90) – – – – – – (177) – (50) – 114 Goodwill $m Capitalised costs $m Value of in-force business $m Distribution Other networks intangibles $m $m 341 127 – – 341 127 $m 119 49 – (96) 2 (18) (6) – 50 8 83 – (66) (3) (26) (4) 119 $m 11 – – – – (1) – (6) 4 14 – 14 – – – – – (3) – 11 Total $m 629 49 51 (160) 2 (202) (25) (14) 330 Total $m 877 (11) 866 8 83 93 (270) (3) (143) (5) 629 1 Relates to the change of the accounting policy of Software as a Service (SaaS) arrangements. 2 Amortisation expense includes amortization related to the WP and mature businesses of $nil (2020: $17m). 2.3 INTANGIBLES CONTINUED CHANGE IN ACCOUNTING POLICIES Software as a Service (SaaS) arrangements Up until the IFRIC decision published in April 2021, generally accepted accounting practice was to capitalise costs associated with establishing a SaaS platform, such as configuration and customisation costs, on the basis that the benefits associated with such costs would be realised over multiple future financial periods. Pursuant to the IFRIC decision, the group’s accounting policy for SaaS Cloud Platform costs is to expense costs related to configuration and customisation of SaaS Cloud platforms in the period in which such services are received unless identifiable and distinct intangible assets controlled by the group are created. The change in policy has been applied retrospectively through opening retained earnings and comparatives have been restated. The impact on the group’s financial statements to reflect the write-off of previously capitalised costs is shown in the table below. A positive number indicates an increase in the relevant balance and a negative amount signifies a reduction. $m Statement of financial position 1 January 2020 Retained earnings 31 December 2020 Intangible assets Total assets Deferred tax liabilities Total liabilities Net assets Retained earnings Statement of comprehensive income For the year ended 31 December 2020 Information technology and communication expenses Amortisation of intangibles Profit before tax, continuing operations Income tax credit Profit after tax, continuing operations Previously reported Impact of change Revised amount (3,509) (8) (3,517) 640 32,164 229 27,882 4,282 (3,671) 239 126 51 19 70 (11) (11) (3) (3) (8) (8) 4 (4) – – – 629 32,153 226 27,879 4,274 (3,679) 243 122 51 19 70 99 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 100 Notes to the financial statements for the year ended 31 December 2021 2.3 INTANGIBLES CONTINUED ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Goodwill Goodwill acquired in a business combination is recognised at cost and subsequently measured at cost less any accumulated impairment losses. The cost represents the excess of the cost of a business combination over the fair value of the identifiable assets acquired and liabilities assumed. Capitalised costs Costs are capitalised when the costs relate to the creation of an asset with expected future economic benefits which are capable of reliable measurement. Capitalised costs are amortised on a straight-line basis over the estimated useful life of the asset, commencing at the time the asset is first put into use or held ready for use, whichever is the earlier. Value of in-force business The value of in-force business represents the fair value of future business arising from existing contractual arrangements of a business acquired as part of a business combination. The value of in-force business is initially measured at fair value and is subsequently measured at fair value less amortisation and any accumulated impairment losses. Distribution networks Distribution networks such as customer lists, financial planner client servicing rights or other distribution-related rights, either acquired separately or through a business combination, are initially measured at fair value and subsequently measured at cost less amortisation and any accumulated impairment losses. Amortisation Intangible assets with finite useful lives are amortised on a straight-line basis over the useful life of the intangible asset. The estimated useful lives are generally: Item Capitalised costs Distribution networks Useful life Up to 10 years 2 to 15 years The useful life of each intangible asset is reviewed at the end of the period and, where necessary, adjusted to reflect current assessments. Impairment testing Goodwill and intangible assets that have indefinite useful lives are tested at least annually for impairment. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units or CGUs). An impairment loss is recognised when the CGU’s carrying amount exceeds the CGU’s recoverable amount. When applicable, an impairment loss is first allocated to goodwill and any remainder is then allocated to the other assets on a pro-rata basis. 100 Notes to the financial statements for the year ended 31 December 2021 2.3 INTANGIBLES CONTINUED 2.3 INTANGIBLES CONTINUED ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Composition of goodwill Goodwill acquired in a business combination is recognised at cost and subsequently measured at cost less any accumulated impairment losses. The cost represents the excess of the cost of a business combination over the fair value of the identifiable assets acquired and Costs are capitalised when the costs relate to the creation of an asset with expected future economic benefits which are capable of reliable measurement. Capitalised costs are amortised on a straight-line basis over the estimated useful life of the asset, commencing at the time the asset is first put into use or held ready for use, whichever is the earlier. Value of in-force business The value of in-force business represents the fair value of future business arising from existing contractual arrangements of a business acquired as part of a business combination. The value of in-force business is initially measured at fair value and is subsequently measured at fair value less amortisation and any accumulated impairment losses. Distribution networks such as customer lists, financial planner client servicing rights or other distribution-related rights, either acquired separately or through a business combination, are initially measured at fair value and subsequently measured at cost less amortisation and any accumulated impairment losses. Intangible assets with finite useful lives are amortised on a straight-line basis over the useful life of the intangible asset. The estimated Goodwill liabilities assumed. Capitalised costs Distribution networks Amortisation useful lives are generally: Item Capitalised costs Distribution networks Impairment testing The useful life of each intangible asset is reviewed at the end of the period and, where necessary, adjusted to reflect current assessments. Goodwill and intangible assets that have indefinite useful lives are tested at least annually for impairment. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units or CGUs). An impairment loss is recognised when the CGU’s carrying amount exceeds the CGU’s recoverable amount. When applicable, an impairment loss is first allocated to goodwill and any remainder is then allocated to the other assets on a pro-rata basis. Useful life Up to 10 years 2 to 15 years The goodwill of $149m (2020: $157m) arose from historical acquisitions where the AMP group was the acquirer. Goodwill attributable to the relevant CGUs is presented in the table below. New Zealand wealth management (NZ WM) AMP Capital 2021 $m 70 79 149 2020 $m 70 87 157 The annual impairment assessment for both NZ WM and AMP Capital resulted in significant headroom in both the CGUs. There was no reasonably possible change to a key assumption used in the impairment assessment that would result in an impairment at 31 December 2021. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Management applies judgement in selecting valuation techniques and setting valuation assumptions to determine the: – – – acquisition date fair value and estimated useful life of acquired intangible assets; allocation of goodwill to CGUs and determining the recoverable amount of the CGUs; and assessment of whether there are any impairment indicators for acquired intangibles and internally generated intangibles, where required, in determining the recoverable amount. 101 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 102 Notes to the financial statements for the year ended 31 December 2021 2.4 OTHER ASSETS Planner registers held for sale Prepayments Property, plant and equipment Total other assets Current Non-current 2.5 RECEIVABLES Investment related receivables Client register receivables Collateral receivables Trade debtors and other receivables Total receivables 1 Current Non-current 2021 $m 2020 $m 11 66 73 150 71 79 2021 $m 13 41 47 471 572 571 1 28 59 90 177 73 104 2020 $m 3 62 203 434 702 651 51 1 Receivables are presented net of ECL of $34m (2020: $11m). ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Receivables Trade debtors, client register, collateral and other receivables are measured at amortised cost, less an allowance for ECLs. Investment related receivables are financial assets measured at fair value through profit or loss. The group applies a simplified approach in calculating ECLs for receivables. Therefore, the group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. 102 Notes to the financial statements for the year ended 31 December 2021 2.4 OTHER ASSETS 2.6 PAYABLES Accrued expenses Trade creditors and other payables Total payables Current Non-current 2021 $m 177 172 349 349 – 2020 $m 158 133 291 288 3 ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Payables Payables are measured at the nominal amount payable. Given the short-term nature of most payables, the nominal amount payable approximates fair value. Planner registers held for sale Prepayments Property, plant and equipment Total other assets Current Non-current 2.5 RECEIVABLES Investment related receivables Client register receivables Collateral receivables Trade debtors and other receivables Total receivables 1 Current Non-current 2021 $m 2020 $m 11 66 73 150 71 79 2021 $m 13 41 47 471 572 571 1 28 59 90 177 73 104 2020 $m 3 62 203 434 702 651 51 1 Receivables are presented net of ECL of $34m (2020: $11m). ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Receivables Trade debtors, client register, collateral and other receivables are measured at amortised cost, less an allowance for ECLs. Investment related receivables are financial assets measured at fair value through profit or loss. The group applies a simplified approach in calculating ECLs for receivables. Therefore, the group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. 103 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 104 Notes to the financial statements for the year ended 31 December 2021 2.7 FAIR VALUE INFORMATION The following table shows the carrying amount and estimated fair values of financial instruments including their levels in the fair value hierarchy. 2021 Financial assets measured at fair value Equity securities and listed managed investment schemes Debt securities Unlisted managed investment schemes Derivative financial assets Carrying amount $m Level 1 $m Level 2 $m Level 3 $m Total fair value $m 13 – 2,935 2,184 314 334 27 – – 751 236 334 13 – 51 – 64 13 2,935 314 334 3,596 Total financial assets measured at fair value 3,596 2,211 1,321 Financial assets not measured at fair value Loans and advances Debt securities Total financial assets not measured at fair value Financial liabilities measured at fair value Derivative financial liabilities Collateral deposits held Guarantee liabilities Total financial liabilities measured at fair value Financial liabilities not measured at fair value AMP Bank – Deposits – Other Corporate borrowings Total financial liabilities not measured at fair value 22,047 88 22,135 185 108 85 378 17,791 6,631 1,695 26,117 – – – – – – – – – – – – 22,227 22,227 88 88 – 88 22,227 22,315 185 108 – 293 17,808 6,663 1,716 26,187 – – 85 85 – – – – 185 108 85 378 17,808 6,663 1,716 26,187 104 Notes to the financial statements for the year ended 31 December 2021 The following table shows the carrying amount and estimated fair values of financial instruments including their levels in the fair value hierarchy. 2021 Financial assets measured at fair value Equity securities and listed managed investment schemes Debt securities Unlisted managed investment schemes Derivative financial assets 2,935 2,184 13 314 334 – 27 – – 751 236 334 Total financial assets measured at fair value 3,596 2,211 1,321 Carrying amount Level 1 Level 2 Level 3 $m $m $m $m Total fair value $m – 22,227 22,227 88 88 – 88 22,227 22,315 13 – 51 – 64 – – 85 85 – – – – 13 2,935 314 334 3,596 185 108 85 378 17,808 6,663 1,716 26,187 22,047 88 22,135 185 108 85 378 17,791 6,631 1,695 26,117 – – – – – – – – – – – 185 108 – 293 17,808 6,663 1,716 26,187 Financial assets not measured at fair value Loans and advances Debt securities Total financial assets not measured at fair value Financial liabilities measured at fair value Derivative financial liabilities Collateral deposits held Guarantee liabilities Total financial liabilities measured at fair value Financial liabilities not measured at fair value AMP Bank – Deposits – Other Corporate borrowings Total financial liabilities not measured at fair value 2.7 FAIR VALUE INFORMATION 2.7 FAIR VALUE INFORMATION CONTINUED 2020 Financial assets measured at fair value Carrying amount $m Level 1 $m Level 2 $m Level 3 $m Total fair value $m Equity securities and listed managed investment schemes 87 80 – Debt securities Unlisted managed investment schemes Derivative financial assets Total financial assets measured at fair value Financial assets not measured at fair value Loans and advances Debt securities Total financial assets not measured at fair value Financial liabilities measured at fair value Derivative financial liabilities Collateral deposits held Guarantee liabilities Total financial liabilities measured at fair value Financial liabilities not measured at fair value AMP Bank – Deposits – Other Corporate borrowings Total financial liabilities not measured at fair value 3,900 2,413 1,487 149 369 – – 108 369 4,505 2,493 1,964 7 – 41 – 48 87 3,900 149 369 4,505 20,526 582 21,108 376 127 151 654 16,129 6,443 2,344 24,916 – – – – – – – – – – – – 20,649 20,649 582 582 – 582 20,649 21,231 376 127 – 503 – – 151 151 376 127 151 654 16,129 6,503 2,344 24,976 – – – – 16,129 6,503 2,344 24,976 105 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 106 Notes to the financial statements for the year ended 31 December 2021 2.7 FAIR VALUE INFORMATION CONTINUED AMP’s methodology and assumptions used to estimate the fair value of financial instruments are described below: Equity securities and listed managed investment schemes The fair value of listed equity securities traded in an active market and listed managed investment schemes reflects the quoted bid price at the reporting date. In the case of equity securities where there is no active market, fair value is established using valuation techniques including the use of recent arm’s length transactions, references to other instruments that are substantially the same, discounted cash flow analysis and option pricing models. Debt securities The fair value of listed debt securities reflects the bid price at the reporting date. Listed debt securities that are not frequently traded are valued by discounting estimated recoverable amounts. Loans The fair value of unlisted debt securities is estimated using interest rate yields obtainable on comparable listed investments. For debt securities with a maturity of less than 12 months, par value is considered a reasonable approximation of fair value. The estimated fair value of loans represents the discounted amount of estimated future cash flows expected to be received, based on the maturity profile of the loans. As the loans are unlisted, the discount rates applied are based on the yield curve appropriate to the remaining term of the loans. The loans may, from time to time, be measured at an amount in excess of fair value due to fluctuations on fixed rate loans. In these situations, as the fluctuations in fair value would not represent a permanent diminution and the carrying amounts of the loans are recorded at recoverable amounts after assessing impairment, it would not be appropriate to restate their carrying amount. Unlisted managed investment schemes The fair value of investments in unlisted managed investment schemes is determined on the basis of published redemption prices of those managed investment schemes at the reporting date. Derivative financial assets and liabilities Corporate borrowings The fair value of financial instruments traded in active markets (such as publicly traded derivatives) is based on quoted market prices (current bid price or current offer price) at the reporting date. The fair value of financial instruments not traded in an active market (eg over-the-counter derivatives) is determined using valuation techniques. Valuation techniques include net present value techniques, option pricing models, discounted cash flow methods and comparison to quoted market prices or dealer quotes for similar instruments. The models use a number of inputs, including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying instruments. Some derivatives contracts are significantly cash collateralised, thereby minimising both counterparty risk and the group’s own non-performance risk. Borrowings comprise commercial paper, drawn liquidity facilities, various floating-rate and medium- term notes and subordinated debt. The estimated fair value of borrowings is determined with reference to quoted market prices. For borrowings where quoted market prices are not available, a discounted cash flow model is used, based on a current yield curve appropriate for the remaining term to maturity. For short-term borrowings, the par value is considered a reasonable approximation of the fair value. AMP Bank deposits and other borrowings The estimated fair value of deposits and other borrowings represents the discounted amount of estimated future cash flows expected to be paid based on the residual maturity of these liabilities. The discount rate applied is based on a current yield curve appropriate for similar types of deposits and borrowings at the reporting date. Guarantee liabilities The fair value of the guarantee liabilities is determined as the net present value of future cash flows discounted using market rates. The future cash flows are determined using risk neutral stochastic projections based on assumptions such as mortality rate, lapse rate and asset class allocation/correlation. The future cash flows comprise expected guarantee claims and hedging expenses net of expected fee revenue. 106 Notes to the financial statements for the year ended 31 December 2021 AMP’s methodology and assumptions used to estimate the fair value of financial instruments are described below: Equity securities and listed The fair value of listed equity securities traded in an active market and listed managed investment managed investment schemes reflects the quoted bid price at the reporting date. In the case of equity securities where schemes there is no active market, fair value is established using valuation techniques including the use of recent arm’s length transactions, references to other instruments that are substantially the same, discounted cash flow analysis and option pricing models. Debt securities The fair value of listed debt securities reflects the bid price at the reporting date. Listed debt securities that are not frequently traded are valued by discounting estimated recoverable amounts. The fair value of unlisted debt securities is estimated using interest rate yields obtainable on comparable listed investments. For debt securities with a maturity of less than 12 months, par value is considered a reasonable approximation of fair value. flows expected to be received, based on the maturity profile of the loans. As the loans are unlisted, the discount rates applied are based on the yield curve appropriate to the remaining term of the loans. The loans may, from time to time, be measured at an amount in excess of fair value due to fluctuations on fixed rate loans. In these situations, as the fluctuations in fair value would not represent a permanent diminution and the carrying amounts of the loans are recorded at recoverable amounts after assessing impairment, it would not be appropriate to restate their carrying amount. Unlisted managed investment schemes The fair value of investments in unlisted managed investment schemes is determined on the basis of published redemption prices of those managed investment schemes at the reporting date. Derivative financial assets The fair value of financial instruments traded in active markets (such as publicly traded derivatives) and liabilities is based on quoted market prices (current bid price or current offer price) at the reporting date. The fair value of financial instruments not traded in an active market (eg over-the-counter derivatives) is determined using valuation techniques. Valuation techniques include net present value techniques, option pricing models, discounted cash flow methods and comparison to quoted market prices or dealer quotes for similar instruments. The models use a number of inputs, including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying instruments. Some derivatives contracts are significantly cash collateralised, thereby minimising both counterparty risk and the group’s own non-performance risk. term notes and subordinated debt. The estimated fair value of borrowings is determined with reference to quoted market prices. For borrowings where quoted market prices are not available, a discounted cash flow model is used, based on a current yield curve appropriate for the remaining term to maturity. For short-term borrowings, the par value is considered a reasonable approximation of the fair value. AMP Bank deposits and The estimated fair value of deposits and other borrowings represents the discounted amount other borrowings of estimated future cash flows expected to be paid based on the residual maturity of these liabilities. The discount rate applied is based on a current yield curve appropriate for similar types of deposits and borrowings at the reporting date. Guarantee liabilities The fair value of the guarantee liabilities is determined as the net present value of future cash flows discounted using market rates. The future cash flows are determined using risk neutral stochastic projections based on assumptions such as mortality rate, lapse rate and asset class allocation/correlation. The future cash flows comprise expected guarantee claims and hedging expenses net of expected fee revenue. 2.7 FAIR VALUE INFORMATION CONTINUED 2.7 FAIR VALUE INFORMATION CONTINUED Loans The estimated fair value of loans represents the discounted amount of estimated future cash Level 3 fair values The financial assets and liabilities measured at fair value are categorised using the fair value hierarchy which reflects the significance of inputs into the determination of fair value as follows: – – Level 1: the fair value is valued by reference to quoted prices and active markets for identical assets or liabilities; Level 2: the fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and – Level 3: the fair value is estimated using inputs for the asset or liability that are not based on observable market data. For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There have been no significant transfers between Level 1 and Level 2 during the 2021 financial year. Transfers to and from Level 3 are shown in the Reconciliation of Level 3 values table later in this note. For financial assets measured at fair value on a recurring basis and categorised within Level 3 of the fair value hierarchy, the valuation processes applied in valuing such assets was governed by valuation policies adopted by the AMP group including the AMP Capital valuation policy. These policies outline the asset valuation methodologies and processes applied to measure non-exchange traded assets which have no regular market price, including investment property, infrastructure, private equity, alternative assets, and illiquid debt securities. All significant Level 3 assets were referred to the appropriate valuation committee who met at least every six months, or more frequently if required. The following table shows the valuation techniques used in measuring Level 3 fair values of financial assets measured at fair value on a recurring basis, as well as the significant unobservable inputs used. Type Valuation technique Significant unobservable inputs Equity securities and listed managed investment schemes Discounted cash flow approach utilising cost of equity as the discount rate Discount rate Terminal value growth rate Cash flow forecasts Unlisted managed investment schemes Published redemption prices Judgement made in determining unit prices Guarantee liabilities Discounted cash flow approach Discount rate Hedging costs Corporate borrowings Borrowings comprise commercial paper, drawn liquidity facilities, various floating-rate and medium- Sensitivity The following table illustrates the impacts to profit before tax and equity resulting from reasonably possible changes in key assumptions. Financial assets 1 Equity securities and listed managed investment schemes Unlisted managed investment schemes Financial liabilities 2 Guarantee liabilities 2021 (+) $m 1 5 (2) (-) $m (1) (5) (3) 2020 (+) $m 1 4 1 (-) $m (1) (4) (3) 1 Reasonably possible changes in price movements of 10% (2020: 10%) have been applied in determining the impact on profit after tax and equity. 2 Reasonably possible changes in equity market movements of 20% (2020: 20%) and bond yield movements of 50bps (2020: 50bps) have been applied in determining the impact on profit after tax and equity. 107 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 108 Notes to the financial statements for the year ended 31 December 2021 2.7 FAIR VALUE INFORMATION CONTINUED Reconciliation of Level 3 values The following table shows movements in the fair values of financial instruments measured at fair value on a recurring basis and categorised as Level 3 in the fair value hierarchy: Balance at the beginning of the year $m FX gains or losses $m Total gains/ losses $m Purchases/ deposits $m Sales/ withdrawals $m Net transfers in/(out) $m Balance at the end of the year $m Total gains and losses on assets and liabilities held at reporting date $m 2021 Assets classified as Level 3 Equity securities and listed managed investment schemes Unlisted managed investment schemes Liabilities classified as Level 3 Guarantee liabilities 2020 Assets classified as Level 3 Equity securities and listed managed investment schemes Debt securities Unlisted managed investment schemes Investment properties 7 41 151 2,515 127 2,671 161 Liabilities classified as Level 3 Guarantee liabilities 121 Investment contract liabilities 70,066 – 1 – – – – – – (7) (1) 3 (33) (11) – 2 3 8 7 – 63 – 158 – (1) – (33) (2,567) (127) (2,831) (164) 35 4 (9) (6,201) 2,008 (65,866) – – – 7 – 41 – – – 13 51 – 3 85 (33) 7 – 41 – 151 – – – 4 – 35 – 108 Notes to the financial statements for the year ended 31 December 2021 2.7 FAIR VALUE INFORMATION CONTINUED Reconciliation of Level 3 values as Level 3 in the fair value hierarchy: The following table shows movements in the fair values of financial instruments measured at fair value on a recurring basis and categorised 3 SECTION CAPITAL STRUCTURE AND FINANCIAL RISK MANAGEMENT This section provides information relating to: – the AMP group’s capital management and equity and debt structure; and – exposure to financial risks – how the risks affect financial position and performance and how the risks are managed, including the use of derivative financial instruments The capital structure of the AMP group consists of equity and debt. AMP determines the appropriate capital structure in order to finance the current and future activities of the AMP group and satisfy the requirements of the regulator. The directors review the group’s capital structure and dividend policy regularly and do so in the context of the group’s ability to satisfy minimum and target capital requirements. 3.1 Contributed equity 3.2 3.3 Interest-bearing liabilities Financial risk management 3.4 Derivatives and hedge accounting 3.5 Capital management 85 (33) 3.1 CONTRIBUTED EQUITY Issued capital 3,266,105,853 (2020: 3,436,599,241) ordinary shares fully paid 10,159 10,355 2021 $m 2020 $m Treasury shares 1 2,126,387 (2020: 2,126,387) treasury shares Total contributed equity (6) (6) 3,263,979,466 (2020: 3,434,472,854 ) ordinary shares fully paid 10,153 10,349 Issued capital Balance at the beginning of the year 170,493,388 (2020: nil) shares purchased on-market Deconsolidation of discontinued operations Balance at the end of the year Treasury shares Balance at the beginning of the year Decrease due to deconsolidation of discontinued operations Balance at the end of the year 1 Held by AMP Foundation. 10,355 10,402 (196) – – (47) 10,159 10,355 (6) – (6) (103) 97 (6) Holders of ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Fully paid ordinary shares carry the right to one vote per share. Ordinary shares have no par value. Balance at the beginning of the year FX gains or losses $m $m Total gains/ losses $m Purchases/ Sales/ deposits withdrawals Net transfers in/(out) Balance at the end of the year $m $m $m $m 2021 Assets classified as Level 3 Equity securities and listed managed investment schemes Unlisted managed investment schemes Liabilities classified as Level 3 Guarantee liabilities 2020 Assets classified as Level 3 Equity securities and listed managed investment schemes Debt securities Unlisted managed investment schemes Investment properties Liabilities classified as Level 3 7 41 151 2,515 127 2,671 161 (1) 3 (33) (11) – 2 3 8 7 – 63 – 158 – (1) – (33) (2,567) (127) (2,831) (164) – 1 – – – – – – (7) Guarantee liabilities 121 35 4 (9) Investment contract liabilities 70,066 (6,201) 2,008 (65,866) Total gains and losses on assets and liabilities held at reporting date $m – 3 – – 4 – 35 – – – – 7 – 41 – – – 13 51 7 – 41 – 151 – 109 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 110 Notes to the financial statements for the year ended 31 December 2021 3.1 CONTRIBUTED EQUITY CONTINUED ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Issued capital Issued capital in respect of ordinary shares is recognised as the fair value of consideration received by the AMP Limited entity. Incremental costs directly attributable to the issue of certain new shares are recognised in equity as a deduction, net of tax, from the proceeds. Treasury shares The AMP group is not permitted to recognise Treasury shares in the Consolidated statement of financial position. These shares, plus any corresponding Consolidated income statement fair value movement on the shares and dividend income, are eliminated on consolidation. AMP Foundation also holds AMP Limited shares. These shares, plus any corresponding Consolidated income statement fair value movement on the shares and any dividend income, are eliminated on consolidation. 3.2 INTEREST-BEARING LIABILITIES (a) Interest-bearing liabilities Interest-bearing liabilities AMP Bank – Deposits 1 – Other Corporate entity borrowings 2 – 6.875% GBP Subordinated Guaranteed Bonds (maturity 2022) – AMP Notes 3 (first call 2023, maturity 2028) 3 – AMP Subordinated Notes 3 – AMP Capital Notes – AMP Capital Notes 2 4 – USD Medium Term Notes – CHF Medium Term Notes 5 2021 Non- current $m Current $m Total $m Current $m 2020 Non- current $m Total $m 17,656 135 17,791 15,990 139 16,129 3,200 3,431 6,631 3,976 2,467 6,443 60 – 250 – – – 238 – 250 – – 272 – 625 60 250 250 – 272 – 863 – – – 266 – 398 – 63 250 250 – 271 – 846 63 250 250 266 271 398 846 Total interest-bearing liabilities 21,404 4,713 26,117 20,630 4,286 24,916 1 Deposits comprise at call customer deposits and customer term deposits at variable interest rates with the AMP Bank. 2 The current/non-current classification of corporate entity borrowings is based on the maturity of the underlying debt instrument and related principal repayment obligations. The carrying value of corporate entity borrowings includes interest payable of $5m (2020: $10m) which is expected to be settled within the next 12 months. 3 AMP Note 3 and AMP Subordinated Notes are floating rate subordinated unsecured notes. These were issued 15 November 2018 and 1 September 2017 respectively, and mature 15 November 2028 and 1 December 2027 respectively. Subject to APRA approval, AMP has the right but not the obligation, to redeem all or some of the Notes 15 November 2023 and 1 December 2022 respectively, or, subject to certain conditions, at a later date. In certain circumstances, AMP may be required to convert some or all of the Notes into AMP ordinary shares. 4 AMP Capital Notes 2 (ASX:AMPPB) were issued 23 December 2019. Subject to APRA approval, AMP has the right, but not the obligation, to redeem all or some of the notes 16 December 2025, or, subject to certain conditions, at a later date. They are perpetual notes with no maturity date. In certain circumstances, AMP may be required to convert some or all of the Notes into AMP ordinary shares. 5 CHF 110m Senior Unsecured Fixed Rate Bond was issued 19 June 2018 and matures 19 December 2022. This Bond was subsequently increased by CHF 50m on 19 September 2018. CHF 140m Senior Unsecured Fixed Rate Bond was issued 18 April 2019 and matures 18 July 2023. This Bond was subsequently increased by CHF 100m on 3 December 2019. CHF 175m Senior Unsecured Fixed Rate Bond was issued 3 March 2020 and matures 3 June 2024. 110 Notes to the financial statements for the year ended 31 December 2021 Issued capital Treasury shares 3.2 INTEREST-BEARING LIABILITIES (a) Interest-bearing liabilities Interest-bearing liabilities AMP Bank – Deposits 1 – Other Corporate entity borrowings 2 – 6.875% GBP Subordinated Guaranteed Bonds (maturity 2022) – AMP Notes 3 (first call 2023, maturity 2028) 3 – AMP Subordinated Notes 3 – AMP Capital Notes – AMP Capital Notes 2 4 – USD Medium Term Notes – CHF Medium Term Notes 5 2021 Non- current $m 2020 Non- current $m Current $m Total $m Current $m Total $m 17,656 135 17,791 15,990 139 16,129 3,200 3,431 6,631 3,976 2,467 6,443 60 – 250 – – – 238 – 250 – – 272 – 625 60 250 250 – 272 – 863 – – – 266 – 398 – 63 250 250 – 271 – 846 63 250 250 266 271 398 846 1 Deposits comprise at call customer deposits and customer term deposits at variable interest rates with the AMP Bank. 2 The current/non-current classification of corporate entity borrowings is based on the maturity of the underlying debt instrument and related principal repayment obligations. The carrying value of corporate entity borrowings includes interest payable of $5m (2020: $10m) which is expected to be settled within the next 12 months. 3 AMP Note 3 and AMP Subordinated Notes are floating rate subordinated unsecured notes. These were issued 15 November 2018 and 1 September 2017 respectively, and mature 15 November 2028 and 1 December 2027 respectively. Subject to APRA approval, AMP has the right but not the obligation, to redeem all or some of the Notes 15 November 2023 and 1 December 2022 respectively, or, subject to certain conditions, at a later date. In certain circumstances, AMP may be required to convert some or all of the Notes into AMP ordinary shares. 4 AMP Capital Notes 2 (ASX:AMPPB) were issued 23 December 2019. Subject to APRA approval, AMP has the right, but not the obligation, to redeem all or some of the notes 16 December 2025, or, subject to certain conditions, at a later date. They are perpetual notes with no maturity date. In certain circumstances, AMP may be required to convert some or all of the Notes into AMP ordinary shares. 5 CHF 110m Senior Unsecured Fixed Rate Bond was issued 19 June 2018 and matures 19 December 2022. This Bond was subsequently increased by CHF 50m on 19 September 2018. CHF 140m Senior Unsecured Fixed Rate Bond was issued 18 April 2019 and matures 18 July 2023. This Bond was subsequently increased by CHF 100m on 3 December 2019. CHF 175m Senior Unsecured Fixed Rate Bond was issued 3 March 2020 and matures 3 June 2024. 3.1 CONTRIBUTED EQUITY CONTINUED 3.2 INTEREST-BEARING LIABILITIES CONTINUED ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT (b) Financing arrangements Loan facilities and note programs Issued capital in respect of ordinary shares is recognised as the fair value of consideration received by the AMP Limited entity. Incremental costs directly attributable to the issue of certain new shares are recognised in equity as a deduction, net of tax, from the proceeds. Loan facilities and note programs comprise facilities arranged through bond and note issues, as well as financing facilities provided through bank loans under normal commercial terms and conditions. The AMP group is not permitted to recognise Treasury shares in the Consolidated statement of financial position. These shares, plus any corresponding Consolidated income statement fair value movement on the shares and dividend income, are eliminated on consolidation. AMP Foundation also holds AMP Limited shares. These shares, plus any corresponding Consolidated income statement fair value movement on the shares and any dividend income, are eliminated on consolidation. Available loan facilities 1 Note program capacity Used Unused facilities and note programs at the end of the year 1 Available loan facilities include bilateral facilities of $450m which mature on 30 April 2022. (c) Changes in liabilities arising from operating and financing activities 1 January Cash flows Deconsolidation of WP and mature businesses Other 31 December 2021 $m 1,950 15,677 (1,824) 15,803 2021 $m 24,916 1,185 – 16 2020 $m 1,450 14,087 (3,034) 12,503 2020 $m 22,852 327 1,795 (58) 26,117 24,916 ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Interest-bearing liabilities are initially recognised at fair value, net of transaction costs. They are subsequently measured at amortised cost using the effective interest rate method. It is AMP’s policy to hedge currency and interest rate risk arising on issued bonds and subordinated debt. When fair value hedge accounting is applied, the carrying amounts of borrowings and subordinated debt are adjusted for changes in fair value related to the hedged risk for the period that the hedge relationship remains effective. Any changes in fair value for the period are recognised in the Consolidated income statement. In cash flow hedge relationships the borrowings are not revalued. Finance costs include: (i) borrowing costs: – – interest on bank overdrafts, borrowings and subordinated debt; amortisation of discounts or premiums related to borrowings; Total interest-bearing liabilities 21,404 4,713 26,117 20,630 4,286 24,916 (ii) exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs; and (iii) changes in the fair value of derivative hedges together with any change in the fair value of the hedged assets or liabilities that are designated and qualify as fair value hedges, foreign exchange gains and losses and other financing-related amounts. Changes in the fair value of derivatives in effective cash flow hedges are recognised in the cash flow hedge reserve. The accounting policy for derivatives is set out in note 3.4. Finance costs are recognised as expenses when incurred. 111 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 112 Notes to the financial statements for the year ended 31 December 2021 3.3 FINANCIAL RISK MANAGEMENT The AMP Limited Board has overall responsibility for the risk management framework including the approval of AMP’s strategic plan, risk management strategy and risk appetite. Specifically, financial risk arises from the holding of financial instruments and financial risk management (FRM) is an integral part of the AMP group’s enterprise risk management framework. This note discloses financial risk in accordance with the categories in AASB 7 Financial Instruments: Disclosures: – market risk; – – liquidity and refinancing risk; and credit risk. These risks are managed in accordance with the board-approved risk appetite statement and the individual policies for each risk category and business approved by the Chief Financial Officer (CFO) under delegation from the AMP Group Asset and Liability Committee (Group ALCO). (a) Market risk Market risk is the risk that the fair value of assets and liabilities, or future cash flows of a financial instrument, will fluctuate due to movements in the financial markets including interest rates, foreign exchange rates, equity prices, property prices, credit spreads, commodity prices, market volatilities and other financial market variables. The following table provides information on significant market risk exposures for the AMP group, which could lead to an impact on the AMP group’s profit after tax and equity, and the management of those exposures. Market risk Interest rate risk The risk of an impact on the AMP group’s profit after tax and equity arising from fluctuations in the fair value or future cash flows of financial instruments due to changes in market interest rates. Interest rate movements could result from changes in the absolute levels of interest rates, the shape of the yield curve, the margin between yield curves and the volatility of interest rates. Currency risk The risk of an impact on the AMP group’s profit after tax and equity arising from fluctuations of the fair value of a financial asset, liability or commitment due to changes in foreign exchange rates. Exposures The AMP group’s long-term borrowings and subordinated debt. AMP Bank interest rate risk from mismatches in the repricing terms of assets and liabilities (term risk) and variable rate short-term repricing bases (basis risk). Foreign currency denominated assets and liabilities. Foreign equity accounted associates and capital invested in overseas operations. Foreign exchange rate movements on specific cash flow transactions. Equity price risk The risk of an impact on the AMP group’s profit after tax and equity arising from fluctuations in the fair value or future cash flows of a financial instrument due to changes in equity prices. Exposure for shareholders includes listed and unlisted shares, guarantee liabilities and participation in equity unit trusts. Management of exposures and use of derivatives Interest rate risk is managed by entering into interest rate swaps, which have the effect of converting borrowings from floating rate to fixed rate. AMP Bank uses natural offsets, interest rate swaps and basis swaps to hedge the mismatches within exposure limits. Group Treasury manages the exposure in AMP Bank by maintaining a net interest rate risk position within the limits delegated and approved by the AMP Bank Board. The AMP group uses swaps to hedge the interest rate risk and foreign currency risk on foreign currency denominated borrowings but does not hedge the capital invested in overseas operations. The AMP group hedges material foreign currency risk originated by receipts and payments once the value and timing of the expected cash flow is known. In addition, the AMP group will at times pre-hedge any future (but not expected) foreign currency receipts and payments, subject to market conditions. Group Treasury may, with Group ALCO approval, use equity exposures or equity futures or options to hedge other enterprise-wide equity exposures. 3.3 FINANCIAL RISK MANAGEMENT 3.3 FINANCIAL RISK MANAGEMENT CONTINUED (a) Market risk continued Sensitivity analysis The table below includes sensitivity analysis showing how the profit after tax and equity would have been impacted by changes in market risk variables. The analysis: – – – shows the direct impact of a reasonably possible change in market rates and is not intended to illustrate a remote, worst case stress test scenario; assumes that all underlying exposures and related hedges are included and the change in variable occurs at the reporting date; and does not include the impact of any mitigating management actions over the period to the subsequent reporting date. The categories of risks faced and methods used for deriving sensitivity information did not change from previous periods. Sensitivity analysis Interest rate risk Change in variables Impact of a 100 basis point (bp) change in Australian and international interest rates. - 100bp +100bp 2021 2020 Impact on profit after tax Increase (decrease) $m Impact on equity 1 Increase (decrease) $m Impact on profit after tax Increase (decrease) $m Impact on equity 1 Increase (decrease) $m 2.7 (4.0) 10.4 (10.9) (0.4) (0.5) 2.9 (3.7) Currency risk Impact of a 10% movement of exchange rates against the Australian dollar on currency sensitive monetary assets and liabilities. Equity price risk Impact of a 10% movement in Australian and international equities. Any potential impact on fees from the AMP group’s investment-linked business in is not included. 10% depreciation of AUD 0.1 99.1 0.2 86.7 10% appreciation of AUD (0.5) (81.5) (0.5) (71.3) 10% increase in: Australian equities International equities 10% decrease in: Australian equities International equities 0.1 – (0.7) (0.9) 0.1 – (0.7) (0.9) 0.6 0.2 (0.4) (0.9) 0.6 0.2 (0.4) (0.9) 1 Included in the impact on equity is both the impact on profit after tax as well as the impact of amounts that would be taken directly to equity in respect of the portion of changes in the fair value of derivatives that qualify as cash flow hedges for hedge accounting. 112 Notes to the financial statements for the year ended 31 December 2021 The AMP Limited Board has overall responsibility for the risk management framework including the approval of AMP’s strategic plan, risk management strategy and risk appetite. Specifically, financial risk arises from the holding of financial instruments and financial risk management (FRM) is an integral part of the AMP group’s enterprise risk management framework. This note discloses financial risk in accordance with the categories in AASB 7 Financial Instruments: Disclosures: – market risk; – – credit risk. liquidity and refinancing risk; and (a) Market risk These risks are managed in accordance with the board-approved risk appetite statement and the individual policies for each risk category and business approved by the Chief Financial Officer (CFO) under delegation from the AMP Group Asset and Liability Committee (Group ALCO). Market risk is the risk that the fair value of assets and liabilities, or future cash flows of a financial instrument, will fluctuate due to movements in the financial markets including interest rates, foreign exchange rates, equity prices, property prices, credit spreads, commodity prices, market volatilities and other financial market variables. The following table provides information on significant market risk exposures for the AMP group, which could lead to an impact on the AMP group’s profit after tax and equity, and the management of those exposures. Market risk Interest rate risk The risk of an impact on the AMP group’s profit after tax and equity arising from fluctuations in the fair value or future cash flows of financial instruments due to changes in market interest rates. Interest rate movements could result from changes in the absolute levels of interest rates, the shape of the yield curve, the margin between yield curves and the volatility of interest rates. Exposures and subordinated debt. The AMP group’s long-term borrowings Interest rate risk is managed by entering Management of exposures and use of derivatives into interest rate swaps, which have the effect of converting borrowings from floating rate to fixed rate. AMP Bank interest rate risk from mismatches in the repricing terms AMP Bank uses natural offsets, interest rate swaps and basis swaps to hedge the of assets and liabilities (term risk) and mismatches within exposure limits. Group variable rate short-term repricing bases Treasury manages the exposure in AMP (basis risk). Bank by maintaining a net interest rate risk position within the limits delegated and approved by the AMP Bank Board. Currency risk Foreign currency denominated assets The AMP group uses swaps to hedge the The risk of an impact on the AMP group’s and liabilities. profit after tax and equity arising from Foreign equity accounted associates and fluctuations of the fair value of a financial capital invested in overseas operations. asset, liability or commitment due to changes in foreign exchange rates. Foreign exchange rate movements on specific cash flow transactions. interest rate risk and foreign currency risk on foreign currency denominated borrowings but does not hedge the capital invested in overseas operations. The AMP group hedges material foreign currency risk originated by receipts and payments once the value and timing of the expected cash flow is known. In addition, the AMP group will at times pre-hedge any future (but not expected) foreign currency receipts and payments, subject to market conditions. Equity price risk The risk of an impact on the AMP group’s profit after tax and equity arising from fluctuations in the fair value or future cash flows of a financial instrument due to changes in equity prices. Exposure for shareholders includes listed Group Treasury may, with Group ALCO and unlisted shares, guarantee liabilities approval, use equity exposures or and participation in equity unit trusts. equity futures or options to hedge other enterprise-wide equity exposures. 113 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 114 Notes to the financial statements for the year ended 31 December 2021 3.3 FINANCIAL RISK MANAGEMENT CONTINUED (b) Liquidity and refinancing risk Exposures Management of exposures The AMP group corporate debt portfolio, AMP Bank and AMP Capital through various investment funds, entities or mandates that AMP manages or controls within the AMP group. Group Treasury maintains a defined surplus of cash to mitigate refinancing risk, satisfy regulatory requirements and protect against liquidity shocks in accordance with the liquidity risk management policy approved by the Group ALCO. Risk Liquidity risk The risk that the AMP group is not able to meet its obligations as they fall due because of an inability to liquidate assets or obtain adequate funding when required. Refinancing risk The risk that the AMP group is not able to refinance the full quantum of its ongoing debt requirements on appropriate terms and pricing. Maturity analysis Below is a summary of the maturity profiles of AMP’s undiscounted financial liabilities and off-balance sheet items at the reporting date, based on contractual undiscounted repayment obligations. Repayments that are subject to notice are treated as if notice were to be given immediately. 2021 Non-derivative financial liabilities Payables Borrowings 1 Lease liabilities Subordinated debt Guarantee liabilities Derivative financial instruments Up to 1 year $m 349 20,079 33 89 – 1 to 5 years $m – 5,129 86 96 – Over 5 years $m Not specified $m – 312 41 807 – Interest rate and cross-currency swaps 125 102 29 Off-balance sheet items Credit-related commitments – AMP Bank 2 Lease commitments Investment commitments 3,702 37 – – 214 – – 483 – Total undiscounted financial liabilities and off-balance sheet items 24,414 5,627 1,672 Total $m 349 25,520 160 992 85 256 3,702 734 452 32,250 – – – – 85 – – – 452 537 1 Borrowings include AMP Bank deposits. 2 Credit-related loan commitments are off-balance sheet as they relate to unexercised commitments to lend to customers of AMP Bank. 114 Notes to the financial statements for the year ended 31 December 2021 Exposures Management of exposures The AMP group corporate debt portfolio, Group Treasury maintains a defined AMP Bank and AMP Capital through surplus of cash to mitigate refinancing various investment funds, entities or risk, satisfy regulatory requirements mandates that AMP manages or controls and protect against liquidity shocks within the AMP group. in accordance with the liquidity risk management policy approved by the Group ALCO. (b) Liquidity and refinancing risk Risk Liquidity risk The risk that the AMP group is not able to meet its obligations as they fall due because of an inability to liquidate assets or obtain adequate funding when required. Refinancing risk The risk that the AMP group is not able to refinance the full quantum of its ongoing debt requirements on appropriate terms and pricing. Maturity analysis given immediately. 2021 Non-derivative financial liabilities Payables Borrowings 1 Lease liabilities Subordinated debt Guarantee liabilities Derivative financial instruments Below is a summary of the maturity profiles of AMP’s undiscounted financial liabilities and off-balance sheet items at the reporting date, based on contractual undiscounted repayment obligations. Repayments that are subject to notice are treated as if notice were to be Up to 1 year $m 349 20,079 33 89 – 1 to 5 years $m – 5,129 86 96 – Over 5 years $m Not specified $m – 312 41 807 – 483 – – Total $m 349 25,520 160 992 85 256 3,702 734 452 32,250 – – – – 85 – – – 452 537 Interest rate and cross-currency swaps 125 102 29 Off-balance sheet items Credit-related commitments – AMP Bank 2 Lease commitments Investment commitments 3,702 37 – 214 – – Total undiscounted financial liabilities and off-balance sheet items 24,414 5,627 1,672 1 Borrowings include AMP Bank deposits. 2 Credit-related loan commitments are off-balance sheet as they relate to unexercised commitments to lend to customers of AMP Bank. 3.3 FINANCIAL RISK MANAGEMENT CONTINUED 3.3 FINANCIAL RISK MANAGEMENT CONTINUED (b) Liquidity and refinancing risk continued 2020 Non-derivative financial liabilities Payables Borrowings 1 Lease liabilities Subordinated debt Guarantee liabilities Derivative financial instruments Interest rate and cross-currency swaps Off-balance sheet items Credit-related commitments – AMP Bank 2 Lease commitments Buy-back arrangement commitments Investment commitments Up to 1 year $m 288 19,854 58 42 – 50 3,398 – 89 – Over 5 years $m Not specified $m 1 to 5 years $m 3 3,360 127 217 – – 796 58 1,095 – 84 21 – 208 – – – 527 – – Total $m 291 24,010 243 1,354 151 155 3,398 735 89 217 – – – – 151 – – – – 217 Total undiscounted financial liabilities and off-balance sheet items 23,779 3,999 2,497 368 30,643 1 Borrowings include AMP Bank deposits. 2 Credit-related loan commitments are off-balance sheet as they relate to unexercised commitments to lend to customers of AMP Bank. (c) Credit risk Credit risk management is decentralised in business units within AMP, with the exception of credit risk directly and indirectly impacting shareholder capital, which is measured and managed on an aggregate basis by Group Treasury at the AMP group level and reported to Group ALCO. Exposures Wholesale credit risk, including portfolio construction, in the fixed income portfolios managed by AMP Capital. Credit risk arising in AMP Bank as part of lending activities and management of liquidity. Risk Credit risk Credit default risk is the risk of financial or reputational loss due to a counterparty failing to meet their contractual commitments in full and on time. Concentration of credit risk arises when a number of financial instruments or contracts are entered into with the same counterparty or where a number of counterparties are engaged in similar business activities that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Management of exposures and use of derivatives Managed by individual investment teams. There is also a dedicated credit research team and a specific credit investment committee. The investment risk and performance team provides reports to the AMP Capital Investment Committee. Managed as prescribed by AMP Bank’s Risk Appetite Statement and reported to the AMP Bank Credit Risk Committee (lending activities) and the AMP Bank ALCO (management of liquidity). Specific detail relating to credit risk management of the AMP Bank loan portfolio is outlined below. The AMP Concentration and Credit Default Risk Policy sets out the assessment and determination of what constitutes credit concentration risk. The policy sets exposure limits based on each counterparty’s credit rating (unless special considerations are defined). Additional limits are set for the distribution of the total portfolio by credit rating bands. Compliance with this policy is monitored and exposures and breaches are reported to portfolio managers, senior management and the AMP Board Risk Committee through periodic financial risk management reports. 115 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 116 Notes to the financial statements for the year ended 31 December 2021 3.3 FINANCIAL RISK MANAGEMENT CONTINUED (c) Credit risk continued Group Treasury also might enter into credit default swaps to hedge the concentration risk exposure against a specific issuer, or aggregated at the parent entity, when material exposures are over the authorised limit. The exposures on interest-bearing securities and cash equivalents which impact AMP’s capital position are managed by Group Treasury within limits set by the AMP Concentration and Credit Default Risk Policy. Impairment assessment DEFINITION OF DEFAULT AMP Bank considers a financial asset defaulted and hence Stage 3 impaired when payment is 90 days past due or when there is no longer reasonable assurance that principal or interest will be collected in their entirety on a timely basis. AMP BANK’S INTERNAL RISK GRADING AND PD ESTIMATION PROCESS AMP Bank’s credit risk management department runs expected credit loss models for the residential mortgage book as well as the practice finance loans. – – The Bank’s residential mortgage book is a portfolio with a low number of defaults. In recent times, the Bank’s residential mortgage book has grown significantly, and a larger history of default data has been captured. This has enabled the Bank to successfully develop its internal behavioural scorecards which have been used to replace the benchmark PDs in an endeavour to better risk rank order the portfolio by credit risk worthiness. Internal risk grades for the residential mortgage book are as follows: Internal credit rating grade Internal credit rating grade description Performing Not in arrears in the past six months Past due but not impaired Accounts in arrears but have not been past 90 days in the last six months Impaired 90 days past due over the last six months – For practice finance loans a Probability of Default risk grade model is applied that includes weighted risk factors such as Interest Coverage Ratio, revenue growth, licence compliance rating, experience in business and arrears levels. Practices on watch-list are also downgraded. Credit judgement may be applied to arrive at the final risk grade. Internal risk grades for practice finance book are as follows: Internal risk grade Internal risk Grade description Broadly corresponds with Standard & Poor ratings of A to H I Sub-investment Grade Impaired BB+ to CCC D The Bank’s interbank and financial institutions exposures as well as exposures to interest-bearing securities are based on external credit rating of the counterparties as follows: Internal risk grade description Broadly corresponds with Standard & Poor ratings of Senior Investment Grade Investment Grade Sub-investment Grade AAA to A- BBB+ to BBB- BB+ up to but not including defaulted or impaired EXPOSURE AT DEFAULT (EAD) EAD is modelled by applying assumptions in relation to the amortisation of the loans based on scheduled principal and interest repayments except for Stage 3 loans. LOSS GIVEN DEFAULT (LGD) For the residential mortgage portfolio the key driver for the LGD calculation is the value of the underlying property, as in a foreclosure scenario the proceeds from the sale of a property are secured by the Bank to repay the loan. The value of the underlying residential property is captured via the LVR which factors both changes in loan balance and estimated value of the collateral using market data and indices. Both floor and haircuts are applied to provide for model risk. For practice finance loans, the LGD is calculated via assumptions to the reduction in valuations of practices (being a multiple of their recurring cash flows) in the event of default, such as client run-off or deterioration in valuation due to compliance issues. In addition, haircuts are applied to cater for the volatility observed in the register values in the event of default but also general volatility in valuations over time. 116 Notes to the financial statements for the year ended 31 December 2021 3.3 FINANCIAL RISK MANAGEMENT CONTINUED 3.3 FINANCIAL RISK MANAGEMENT CONTINUED (c) Credit risk continued (c) Credit risk continued Group Treasury also might enter into credit default swaps to hedge the concentration risk exposure against a specific issuer, or aggregated at the parent entity, when material exposures are over the authorised limit. GROUPING OF FINANCIAL ASSETS FOR EXPECTED CREDIT LOSSES (ECL) CALCULATION Asset classes where the bank calculates ECL on an individual basis include all Stage 3 assets, and interbank and debt securities at FVOCI. The exposures on interest-bearing securities and cash equivalents which impact AMP’s capital position are managed by Group Treasury within limits set by the AMP Concentration and Credit Default Risk Policy. For all other asset classes ECL is calculated on a collective basis taking into account risk factors for each loan and arriving at the ECL estimate and then aggregating the number for the relevant portfolio. Impairment assessment DEFINITION OF DEFAULT AMP Bank considers a financial asset defaulted and hence Stage 3 impaired when payment is 90 days past due or when there is no longer reasonable assurance that principal or interest will be collected in their entirety on a timely basis. AMP BANK’S INTERNAL RISK GRADING AND PD ESTIMATION PROCESS AMP Bank’s credit risk management department runs expected credit loss models for the residential mortgage book as well as the practice – The Bank’s residential mortgage book is a portfolio with a low number of defaults. In recent times, the Bank’s residential mortgage book has grown significantly, and a larger history of default data has been captured. – This has enabled the Bank to successfully develop its internal behavioural scorecards which have been used to replace the benchmark PDs in an endeavour to better risk rank order the portfolio by credit risk worthiness. Internal risk grades for the residential mortgage book are as follows: Internal credit rating grade Internal credit rating grade description Past due but not impaired Accounts in arrears but have not been past 90 days in the last six months Not in arrears in the past six months 90 days past due over the last six months finance loans. Performing Impaired – For practice finance loans a Probability of Default risk grade model is applied that includes weighted risk factors such as Interest Coverage Ratio, revenue growth, licence compliance rating, experience in business and arrears levels. Practices on watch-list are also downgraded. Credit judgement may be applied to arrive at the final risk grade. Internal risk grades for practice finance book are as follows: Internal risk grade Internal risk Grade description Broadly corresponds with Standard & Poor ratings of A to H I Sub-investment Grade Impaired BB+ to CCC D The Bank’s interbank and financial institutions exposures as well as exposures to interest-bearing securities are based on external credit rating of the counterparties as follows: Internal risk grade description Broadly corresponds with Standard & Poor ratings of AAA to A- BBB+ to BBB- BB+ up to but not including defaulted or impaired EAD is modelled by applying assumptions in relation to the amortisation of the loans based on scheduled principal and interest repayments Senior Investment Grade Investment Grade Sub-investment Grade EXPOSURE AT DEFAULT (EAD) except for Stage 3 loans. LOSS GIVEN DEFAULT (LGD) For the residential mortgage portfolio the key driver for the LGD calculation is the value of the underlying property, as in a foreclosure scenario the proceeds from the sale of a property are secured by the Bank to repay the loan. The value of the underlying residential property is captured via the LVR which factors both changes in loan balance and estimated value of the collateral using market data and indices. Both floor and haircuts are applied to provide for model risk. For practice finance loans, the LGD is calculated via assumptions to the reduction in valuations of practices (being a multiple of their recurring cash flows) in the event of default, such as client run-off or deterioration in valuation due to compliance issues. In addition, haircuts are applied to cater for the volatility observed in the register values in the event of default but also general volatility in valuations over time. FORWARD-LOOKING INFORMATION The Bank’s ECL model incorporates a number of forward-looking macroeconomic factors (MEF) that are reviewed on a quarterly basis and approved by the Credit Risk Committee (CRC). The MEF include unemployment, property prices, ASX Index and Cash Rate. At least three different scenarios with fixed weightings are used in the model. The weightings are reviewed on an annual basis. The ECL is calculated as the probability weighted average of the provision calculated for each economic scenario. MANAGEMENT OVERLAY Management overlay is required to mitigate model risk and any systemic risk that is not recognised by the model. The management overlays are reviewed on an annual basis or more frequently if required and presented to the CRC and Board Audit Committee (BAC) for sign off. WRITE-OFFS Financial assets are written off either partially or in their entirety only when there is no reasonable expectation of recovery. Recovery actions can cease if they are determined as being no longer cost effective or in some situations where the customers have filed for bankruptcy. CREDIT RISK OF THE LOAN PORTFOLIO IN AMP BANK (THE BANK) The Bank is predominantly a lender for residential properties – both owner occupied and for investment. In every case the Bank completes a credit assessment, which includes cost of living allowance and requires valuation of the proposed security property. The Bank’s CRC and Board Risk Committee (BRC) oversee trends in lending exposures and compliance with the Risk Appetite Statement. The Bank secures its housing loans with mortgages over relevant properties and as a result manages credit risk on its loans with conservative lending policies and particular focus on the LVR. The LVR is calculated by dividing the total loan amount outstanding by the lower of the Bank’s approved valuation amount or the purchase price. Loans with LVR greater than 80% are fully mortgage insured. Mortgage insurance is provided by Genworth Mortgage Insurance Australia Ltd and QBE Lenders Mortgage Insurance Ltd who are both regulated by APRA. The Bank has strong relationships with both insurers and experienced minimal levels of historic claim rejections and reductions. The average LVR at origination of AMP Bank’s loan portfolio for existing and new business is set out in the following table: LVR % 0 – 50 51 – 60 61 – 70 71 – 80 81 – 90 91 – 95 > 95 Existing business 2021 % New business 2021 % Existing business 2020 % New business 2020 % 17 12 19 36 13 2 1 8 8 15 51 12 6 – 17 11 18 36 14 3 1 6 7 13 50 16 8 – RENEGOTIATED LOANS Where possible, the Bank seeks to restructure loans for borrowers seeking hardship relief rather than take possession of collateral. This may involve capitalising interest repayments for a period and increasing the repayment arrangement for the remaining term of the loan. Once the terms has been renegotiated, the loan is no longer considered past due or an impaired asset unless it was greater than 90 days in arrears in the previous six months or a specific provision has been raised for the loan. The Bank assisted customers by renegotiating $239m (2020: $2,391m) of loans during the year, of which $150m (2020: $2,263m) relates to hardship granted due to COVID-19, that otherwise would be past due or impaired. Hardship assistance granted due to COVID-19 includes assistance in the form of repayment deferrals. As at 31 December 2021, $128m of the total $150m hardship loans have exited the repayment deferral program and are considered to be performing loans. The impact to the Consolidated income statement of loan modifications is not considered to be material. 117 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 118 Notes to the financial statements for the year ended 31 December 2021 3.3 FINANCIAL RISK MANAGEMENT CONTINUED (c) Credit risk continued COLLATERAL AND MASTER NETTING OR SIMILAR AGREEMENTS The AMP group obtains collateral and utilises netting agreements to mitigate credit risk exposures from certain counterparties. (i) Derivative financial assets and liabilities The credit risk of derivatives is managed in the context of the AMP group’s overall credit risk policies and includes the use of Credit Support Annexes to derivative agreements which facilitate the bilateral posting of collateral as well as the clearing of derivative positions on the London Clearing House. Certain derivative assets and liabilities are subject to legally enforceable master netting arrangements, such as an International Swaps and Derivatives Association (ISDA) master netting agreement. In certain circumstances, for example when a credit event such as a default occurs, all outstanding transactions under an ISDA agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions. An ISDA agreement does not automatically meet the criteria for offsetting in the Consolidated statement of financial position. This is because the AMP group, in most cases, does not have any current legally enforceable right to offset recognised amounts. If these netting arrangements were applied to the derivative portfolio, the derivative assets of $334m would be reduced by $143m to the net amount of $191m and derivative liabilities of $185m would be reduced by $143m to the net amount of $42m (2020: derivative assets of $369m would be reduced by $160m to the net amount of $209m and derivative liabilities of $376m would be reduced by $160m to the net amount of $216m). (ii) Other collateral The AMP group has collateral arrangements in place with some counterparties in addition to collateral deposits held with respect to repurchase agreements. The amount and type of collateral required by AMP Bank on housing loans depends on an assessment of the credit risk of the counterparty. Guidelines are in place covering the acceptability and valuation of each type of collateral. AMP Bank holds collateral against its loans and advances primarily in the form of mortgage interests over property, other registered securities over assets and guarantees. Management monitors the market value of collateral and will request additional collateral in accordance with the underlying agreement. In the event of customer default, AMP Bank can enforce any security held as collateral against the outstanding claim. Any loan security is usually held as mortgagee in possession while AMP Bank seeks to realise its value through the sale of property. Therefore, AMP Bank does not hold any real estate or other assets acquired through the repossession of collateral. Collateral generally consists of 11am loans and deposits and is exchanged between the counterparties to reduce the exposure from the net fair value of derivative assets and liabilities between the counterparties. As at 31 December 2021 there was $108m (2020: $127m) of collateral deposits (due to other counterparties) and $47m (2020: $203m) of collateral loans (due from other counterparties) relating to derivative assets and liabilities. 118 Notes to the financial statements for the year ended 31 December 2021 (c) Credit risk continued COLLATERAL AND MASTER NETTING OR SIMILAR AGREEMENTS The AMP group obtains collateral and utilises netting agreements to mitigate credit risk exposures from certain counterparties. (i) Derivative financial assets and liabilities The credit risk of derivatives is managed in the context of the AMP group’s overall credit risk policies and includes the use of Credit Support Annexes to derivative agreements which facilitate the bilateral posting of collateral as well as the clearing of derivative positions on the London Clearing House. Certain derivative assets and liabilities are subject to legally enforceable master netting arrangements, such as an International Swaps and Derivatives Association (ISDA) master netting agreement. In certain circumstances, for example when a credit event such as a default occurs, all outstanding transactions under an ISDA agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions. An ISDA agreement does not automatically meet the criteria for offsetting in the Consolidated statement of financial position. This is because the AMP group, in most cases, does not have any current legally enforceable right to offset recognised amounts. If these netting arrangements were applied to the derivative portfolio, the derivative assets of $334m would be reduced by $143m to the net amount of $191m and derivative liabilities of $185m would be reduced by $143m to the net amount of $42m (2020: derivative assets of $369m would be reduced by $160m to the net amount of $209m and derivative liabilities of $376m would be reduced by $160m to the net amount of $216m). (ii) Other collateral The AMP group has collateral arrangements in place with some counterparties in addition to collateral deposits held with respect to repurchase agreements. The amount and type of collateral required by AMP Bank on housing loans depends on an assessment of the credit risk of the counterparty. Guidelines are in place covering the acceptability and valuation of each type of collateral. AMP Bank holds collateral against its loans and advances primarily in the form of mortgage interests over property, other registered securities over assets and guarantees. Management monitors the market value of collateral and will request additional collateral in accordance with the underlying agreement. In the event of customer default, AMP Bank can enforce any security held as collateral against the outstanding claim. Any loan security is usually held as mortgagee in possession while AMP Bank seeks to realise its value through the sale of property. Therefore, AMP Bank does not hold any real estate or other assets acquired through the repossession of collateral. Collateral generally consists of 11am loans and deposits and is exchanged between the counterparties to reduce the exposure from the net fair value of derivative assets and liabilities between the counterparties. As at 31 December 2021 there was $108m (2020: $127m) of collateral deposits (due to other counterparties) and $47m (2020: $203m) of collateral loans (due from other counterparties) relating to derivative assets and liabilities. 3.3 FINANCIAL RISK MANAGEMENT CONTINUED 3.4 DERIVATIVES AND HEDGE ACCOUNTING The group is exposed to certain risks relating to its ongoing business operations. To mitigate the risks the group uses derivative financial instruments such as cross-currency swaps and interest rate swaps. When the group designates certain derivatives to be part of a hedging relationship, and they meet the criteria for hedge accounting, the hedges are classified as: – – – cash flow hedges; fair value hedges; or net investment hedges. Derivative financial instruments are held for risk and asset management purposes only and not for the purpose of speculation. Not all derivatives held are designated as hedging instruments. The group’s risk management strategy and how it is applied to manage risk is explained further in note 3.3. (a) Hedging Instruments The following table sets out the notional amount of derivative instruments designated in a hedge relationship by relationship type as well as the related carrying amounts. 2021 Hedge type Cash flow Fair value Fair value Hedging instrument Interest rate swaps Cross-currency swaps Interest rate swaps Fair value and cash flow Cross-currency interest rate swaps Net investment Total 2020 Hedge type Cash flow Fair value Fair value Foreign currency forward contract Hedging instrument Interest rate swaps Cross-currency swaps Interest rate swaps Fair value and cash flow Cross-currency interest rate swaps Net investment Total Foreign currency forward contract Notional amount $m Fair value Assets $m Fair value Liabilities $m 13,123 78 62 828 – 80 – – 36 – 14,091 116 55 16 1 – – 72 Notional amount $m Fair value Assets $m Fair value Liabilities $m 9,568 83 63 1,254 390 11,358 32 – 6 – 23 61 122 22 – 20 1 165 119 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 120 Notes to the financial statements for the year ended 31 December 2021 3.4 DERIVATIVES AND HEDGE ACCOUNTING CONTINUED (b) Hedged items The following table sets out the carrying amount of hedged items in fair value hedge relationships, and the accumulated amount of fair value hedge adjustments in these carrying amounts. The group does not hedge its entire exposure to a class of financial instruments, therefore the carrying amounts below do not equal the total carrying amounts disclosed in other notes. 2021 6.875% GBP Subordinated Guaranteed Bonds (maturity 2022) Medium Term Notes 2020 6.875% GBP Subordinated Guaranteed Bonds (maturity 2022) Medium Term Notes Carrying amount of hedged items Accumulated amount of fair value adjustments on the hedged items Assets $m Liabilities $m Assets $m Liabilities $m – – 60 787 17 – – 34 Carrying amount of hedged items Accumulated amount of fair value adjustments on the hedged items Assets $m Liabilities $m Assets $m Liabilities $m – – 63 1,172 16 16 – – 2020 $m (62) 56 (6) Fair value hedge relationships resulted in the following changes in the values used to recognise hedge ineffectiveness for the year: Gain/(loss) on hedging instrument (Loss)/gain on hedged items attributable to the hedged risk Gain/(loss) after ineffectiveness 2021 $m 53 (48) 5 Derivative instruments accounted for as cash flow hedges The group is exposed to variability in future interest cash flows on non-trading assets and liabilities which bear interest at fixed and variable rates. The group uses interest rate swaps to manage interest rate risks and many of the swaps are cash flow hedges for accounting purposes. Methods used to test hedge effectiveness and establish the hedge ratio include regression analysis and for some portfolio hedge relationships, a comparison to ensure the expected interest cash flows from the portfolio exceed those of the hedging instruments. The main potential source of hedge ineffectiveness from cash flow hedges is mismatches in the terms of hedged items and hedging instruments, for example the frequency and timing of when interest rates are reset. During the year the AMP group recognised $nil (2020: $nil) due to ineffectiveness on derivative instruments designated as cash flow hedges. Derivative instruments accounted for as fair value hedges Fair value hedges are used to protect against changes in the fair value of financial assets and financial liabilities due to movements in exchange rates and interest rates. Hedge effectiveness is assessed by comparing the overall changes in the fair value of the hedging instrument against the changes in the fair value of the hedged items attributable to the hedged risks. The main potential source of ineffectiveness on fair value hedges is currency basis spread, which is included in the valuation of the hedging instrument, but excluded from the value of the hedged item. Hedges of net investments in foreign operations The group hedges its exposure to changes in exchange rates on the value of its foreign currency denominated seed pool investments. Hedge effectiveness is assessed based on the overall changes in the fair value of the forward contract, primarily using the cumulative dollar offset method. The AMP group recognised $nil (2020: $nil) due to the ineffective portion of hedges relating to investments in seed pool foreign operations. 120 Notes to the financial statements for the year ended 31 December 2021 The following table sets out the carrying amount of hedged items in fair value hedge relationships, and the accumulated amount of fair value hedge adjustments in these carrying amounts. The group does not hedge its entire exposure to a class of financial instruments, therefore the carrying amounts below do not equal the total carrying amounts disclosed in other notes. 6.875% GBP Subordinated Guaranteed Bonds 2021 (maturity 2022) Medium Term Notes 6.875% GBP Subordinated Guaranteed Bonds 2020 (maturity 2022) Medium Term Notes Gain/(loss) on hedging instrument (Loss)/gain on hedged items attributable to the hedged risk Gain/(loss) after ineffectiveness Carrying amount of hedged value adjustments on the items hedged items Accumulated amount of fair Assets $m Liabilities $m Assets $m Liabilities 60 787 17 – Carrying amount of hedged value adjustments on the items hedged items Accumulated amount of fair Assets $m Liabilities $m Assets $m Liabilities $m – – – – 63 1,172 16 16 2021 $m 53 (48) 5 $m – 34 – – 2020 $m (62) 56 (6) Fair value hedge relationships resulted in the following changes in the values used to recognise hedge ineffectiveness for the year: Derivative instruments accounted for as cash flow hedges The group is exposed to variability in future interest cash flows on non-trading assets and liabilities which bear interest at fixed and variable rates. The group uses interest rate swaps to manage interest rate risks and many of the swaps are cash flow hedges for accounting purposes. Methods used to test hedge effectiveness and establish the hedge ratio include regression analysis and for some portfolio hedge relationships, a comparison to ensure the expected interest cash flows from the portfolio exceed those of the hedging instruments. The main potential source of hedge ineffectiveness from cash flow hedges is mismatches in the terms of hedged items and hedging instruments, for example the frequency and timing of when interest rates are reset. During the year the AMP group recognised $nil (2020: $nil) due to ineffectiveness on derivative instruments designated as cash flow hedges. Derivative instruments accounted for as fair value hedges Fair value hedges are used to protect against changes in the fair value of financial assets and financial liabilities due to movements in exchange rates and interest rates. Hedge effectiveness is assessed by comparing the overall changes in the fair value of the hedging instrument against the changes in the fair value of the hedged items attributable to the hedged risks. The main potential source of ineffectiveness on fair value hedges is currency basis spread, which is included in the valuation of the hedging instrument, but excluded from the value of the hedged item. Hedges of net investments in foreign operations The group hedges its exposure to changes in exchange rates on the value of its foreign currency denominated seed pool investments. Hedge effectiveness is assessed based on the overall changes in the fair value of the forward contract, primarily using the cumulative dollar offset method. The AMP group recognised $nil (2020: $nil) due to the ineffective portion of hedges relating to investments in seed pool foreign operations. 3.4 DERIVATIVES AND HEDGE ACCOUNTING CONTINUED 3.4 DERIVATIVES AND HEDGE ACCOUNTING CONTINUED (b) Hedged items The following table sets out the maturity profile of derivative instruments in a hedge relationship. 2021 Interest rate swaps Cross-currency swaps Cross-currency interest rate swaps 2020 Interest rate swaps Cross-currency swaps Cross-currency interest rate swaps Foreign currency forward contract 0 to 3 months $m 1,096 – – 0 to 3 months $m 1,569 – – 390 3 to 12 months $m 4,010 – 218 3 to 12 months $m 3,814 – 426 – 1 to 5 years $m 7,473 78 610 1 to 5 years $m 3,686 83 828 – Over 5 years $m 605 – – Over 5 years $m 562 – – – Total $m 13,184 78 828 Total $m 9,631 83 1,254 390 ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Derivative financial instruments Derivative financial instruments are initially recognised at fair value exclusive of any transaction costs on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. All derivatives are recognised as assets when their fair value is positive and as liabilities when their fair value is negative. Any gains or losses arising from the change in fair value of derivatives, except those that qualify as effective cash flow hedges, are immediately recognised in the Consolidated income statement. Hedge accounting AMP continues to apply the hedge accounting requirements under AASB 139 Financial instruments: Recognition and Measurement. Cash flow hedges The effective portion of changes in the fair value of cash flow hedges is recognised (including related tax impacts) in Other comprehensive income. The ineffective portion is recognised immediately in the Consolidated income statement. The balance of the cash flow hedge reserve in relation to each particular hedge is transferred to the Consolidated income statement in the period when the hedged item affects profit or loss. Hedge accounting is discontinued when a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting. The cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the Consolidated income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the Consolidated income statement. Fair value hedges Changes in the fair value of fair value hedges are recognised in the Consolidated income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. If a hedge no longer meets the criteria for hedge accounting, the cumulative gains and losses recognised on the hedged item will be amortised over the remaining life of the hedged item. Net investment hedges The effective portion of changes in the fair value of net investment hedges is recognised (including related tax impacts) in Other comprehensive income. Any ineffective portion is recognised immediately in the Consolidated income statement. The cumulative gain or loss existing in equity remains in equity until the foreign investment is disposed of. 121 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 122 Notes to the financial statements for the year ended 31 December 2021 3.5 CAPITAL MANAGEMENT AMP holds capital to protect customers, creditors and shareholders against unexpected losses. There are a number of ways AMP assesses the adequacy of its capital position. Primarily, AMP aims to: – maintain a sufficient surplus above minimum regulatory capital requirements (MRR) to reduce the risk of breaching MRR; and – maintain the AMP group’s credit rating. These factors are balanced when forming AMP’s risk appetite as approved by the AMP Limited Board. Calculation of capital resources The AMP group’s eligible capital resources include ordinary equity and certain hybrid capital instruments. Adjustments to these amounts are made for intangibles, associate equity investments and other assets required to be removed by regulation. The table below shows the AMP group’s capital resources at reporting date: AMP statutory equity attributable to shareholders of AMP Limited Accounting mismatch and other adjustments 1 AMP shareholder equity Goodwill and other intangibles 2 Equity investments 3 Other regulatory adjustments 4 Subordinated bonds eligible as Level 3 capital Level 3 eligible capital Eligible hybrid capital resources 5 Total eligible capital resources Minimum regulatory requirements (MRR) Target capital requirements Total capital requirements Surplus capital above target requirements 2021 $m 3,980 (106) 3,874 (344) (1,607) (6) 16 1,933 579 2,512 1,316 813 2,129 383 2020 $m 4,266 (54) 4,212 (629) (1,442) 16 33 2,190 316 2,506 1,244 738 1,982 524 1 Accounting mismatches and other adjustments relate to the net assets of the AMP Foundation and surplus' recognised on any defined benefit plans. 2 Includes $14m of intangibles classified as Assets held for sale on the Consolidated statement of financial position (2020: nil). 3 Equity investments relate to holdings of associate equity investment where AMP holds a minority interest. As at 31 December 2021, Resolution Life NOHC ($509m) and AMP Capital Infrastructure Debt Fund V USD LP ($8m) are reclassified from an associate equity investment to assets held for sale. 4 Other regulatory adjustments relate to securitisation, deferred tax assets and other provisions for AMP Bank, deferred tax assets for Australian wealth management and include an adjustment for eligible seed and sponsor investment classified as equity investments in AMP Capital. 5 Eligible hybrid capital instruments are subordinated debt which is able to be included as eligible capital for the purpose of meeting minimum regulatory requirements. 3.5 CAPITAL MANAGEMENT 3.5 CAPITAL MANAGEMENT CONTINUED AMP holds capital to protect customers, creditors and shareholders against unexpected losses. There are a number of ways AMP assesses Capital requirements A number of the operating entities within the AMP group of companies are regulated and are required to meet minimum regulatory capital requirements (MRR). In certain circumstances, APRA or other regulators may require AMP and other entities of the AMP group to hold a greater level of capital to support its business and/or restrict the amount of dividends that can be paid by them. Any such adjustments would be incorporated into the minimum regulatory requirements and monitored as part of the capital management policy. The main minimum regulatory capital requirements for AMP’s businesses are: Operating entity AMP Bank Limited (AMP Bank) N. M. Superannuation Proprietary Limited Minimum regulatory capital requirement Capital requirements as specified under the APRA ADI Prudential Standards Operational Risk Financial Requirements as specified under the APRA Superannuation Prudential Standards AMP Capital Investors Limited and other ASIC regulated businesses Capital requirements under AFSL requirements The AMP group maintains capital targets reflecting their material risks (including financial risk, product risk and operational risk) and AMP’s risk appetite. The target capital requirement is a management guide to the level of excess capital that the AMP group seeks to carry to reduce the risk of breaching MRR. AMP Limited and AMP Bank have Board-approved minimum capital levels above APRA requirements, with additional capital targets held above these amounts. Capital targets are also set for AMP Capital to cover risk associated with seed and sponsor capital investments and operational risk. Other components of AMP group’s capital targets include amounts relating to Group Office investments, defined benefit funds and other operational risks. All of the AMP group regulated entities have at all times during the current and prior financial year complied with the externally imposed capital requirements to which they are subject. 122 Notes to the financial statements for the year ended 31 December 2021 the adequacy of its capital position. Primarily, AMP aims to: – maintain a sufficient surplus above minimum regulatory capital requirements (MRR) to reduce the risk of breaching MRR; and These factors are balanced when forming AMP’s risk appetite as approved by the AMP Limited Board. – maintain the AMP group’s credit rating. Calculation of capital resources The AMP group’s eligible capital resources include ordinary equity and certain hybrid capital instruments. Adjustments to these amounts are made for intangibles, associate equity investments and other assets required to be removed by regulation. The table below shows the AMP group’s capital resources at reporting date: AMP statutory equity attributable to shareholders of AMP Limited Accounting mismatch and other adjustments 1 AMP shareholder equity Goodwill and other intangibles 2 Equity investments 3 Other regulatory adjustments 4 Subordinated bonds eligible as Level 3 capital Level 3 eligible capital Eligible hybrid capital resources 5 Total eligible capital resources Minimum regulatory requirements (MRR) Target capital requirements Total capital requirements Surplus capital above target requirements 2021 $m 3,980 (106) 3,874 (344) (1,607) (6) 16 1,933 579 2,512 1,316 813 2,129 383 2020 $m 4,266 (54) 4,212 (629) (1,442) 16 33 2,190 316 2,506 1,244 738 1,982 524 1 Accounting mismatches and other adjustments relate to the net assets of the AMP Foundation and surplus' recognised on any defined benefit plans. 2 Includes $14m of intangibles classified as Assets held for sale on the Consolidated statement of financial position (2020: nil). 3 Equity investments relate to holdings of associate equity investment where AMP holds a minority interest. As at 31 December 2021, Resolution Life NOHC ($509m) and AMP Capital Infrastructure Debt Fund V USD LP ($8m) are reclassified from an associate equity investment to assets held for sale. 4 Other regulatory adjustments relate to securitisation, deferred tax assets and other provisions for AMP Bank, deferred tax assets for Australian wealth management and include an adjustment for eligible seed and sponsor investment classified as equity investments in AMP Capital. 5 Eligible hybrid capital instruments are subordinated debt which is able to be included as eligible capital for the purpose of meeting minimum regulatory requirements. 123 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 124 Notes to the financial statements for the year ended 31 December 2021 4 SECTION EMPLOYEE DISCLOSURES This section provides details on the various programs the AMP group uses to reward and recognise employees, including key management personnel. 4.1 Defined benefit plans 4.2 Share-based payments 4.1 DEFINED BENEFIT PLANS AMP contributes to defined benefit plans which provide benefits to employees, and their dependants, on resignation, retirement, disability or death of the employee. The benefits are based on years of service and an average salary calculation. All defined benefit plans are now closed to new members. The characteristics and risks associated with each of the defined benefit plans are described below: Plan details Plan names Australia New Zealand AMP Australia Plan I and AMP Australia Plan II. Entitlements of active members A lump sum or pension on retirement. Pensions provided are lifetime indexed pensions with a reversionary spouse pension. Governance of the plans The plans’ trustees – this includes administration of the plan, management and investment of the plan assets, and compliance with superannuation laws and other applicable regulations. AMP New Zealand Plan I and AMP New Zealand Plan II. Accumulation benefits and a lump sum payment on retirement. The plans’ trustees – this includes administration of the plan, management and investment of the plan assets, and looking after the interests of all beneficiaries. Valuations required Every year. Every three years. Key risks The risk of actual outcomes being different to the actuarial assumptions used to estimate the defined benefit obligation, investment risk and legislative risk. Date of valuation 31 March 2021. 31 December 2020. Additional recommended contributions 10% to 15% of members’ salaries plus plan expenses. No additional contributions are required until 31 December 2023, at which point the requirement will be reassessed. 124 Notes to the financial statements for the year ended 31 December 2021 This section provides details on the various programs the AMP group uses to reward and recognise employees, 4 SECTION EMPLOYEE DISCLOSURES including key management personnel. 4.1 Defined benefit plans 4.2 Share-based payments 4.1 DEFINED BENEFIT PLANS AMP contributes to defined benefit plans which provide benefits to employees, and their dependants, on resignation, retirement, disability or death of the employee. The benefits are based on years of service and an average salary calculation. All defined benefit plans are now closed to new members. The characteristics and risks associated with each of the defined benefit plans are described below: Plan details Plan names Australia New Zealand Plan II. Entitlements of active A lump sum or pension on retirement. Pensions Accumulation benefits and a lump sum payment members provided are lifetime indexed pensions with on retirement. a reversionary spouse pension. Governance of the plans The plans’ trustees – this includes The plans’ trustees – this includes administration administration of the plan, management of the plan, management and investment of and investment of the plan assets, and the plan assets, and looking after the interests compliance with superannuation laws and of all beneficiaries. other applicable regulations. Valuations required Every year. Every three years. Key risks The risk of actual outcomes being different to the actuarial assumptions used to estimate the defined benefit obligation, investment risk and legislative risk. Date of valuation 31 March 2021. 31 December 2020. Additional recommended 10% to 15% of members’ salaries plus plan No additional contributions are required until 31 contributions expenses. December 2023, at which point the requirement will be reassessed. 4.1 DEFINED BENEFIT PLANS CONTINUED (a) Defined benefit asset/(liability) Present value of wholly-funded defined benefit obligations Less: Fair value of plan assets Defined benefit asset/(liability) recognised in the Consolidated statement of financial position Movement in defined benefit asset/(liability) Deficit at the beginning of the year Plus: Total (expenses)/income recognised in the Consolidated income statement Plus: Employer contributions Plus: Foreign currency exchange rate changes Plus: Actuarial gains recognised in Other comprehensive income 1 Defined benefit asset/(liability) recognised at the end of the year 2021 $m (782) 785 3 (98) (2) 1 1 101 3 2020 $m (882) 784 (98) (101) 1 1 (4) 5 (98) AMP Australia Plan I and AMP Australia Plan II. AMP New Zealand Plan I and AMP New Zealand 1 The cumulative net actuarial gains and losses recognised in the Statement of comprehensive income is a $199m gain (2020: $98m gain). (b) Reconciliation of the movement in the defined benefit asset/(liability) Balance at the beginning of the year Current service cost Past service cost/curtailments Interest (cost)/income Net actuarial gains/(losses) Employer contributions Contributions by plan participants Foreign currency exchange rate changes Benefits paid Balance at the end of the year Defined benefit obligation Fair value of plan assets 2021 $m (882) (2) – (2) 62 – – (2) 44 (782) 2020 $m (919) – 1 (10) (14) – – 2 58 (882) 2021 $m 784 – – 2 39 1 – 3 (44) 785 2020 $m 818 – – 10 19 1 – (6) (58) 784 125 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 126 Notes to the financial statements for the year ended 31 December 2021 4.1 DEFINED BENEFIT PLANS CONTINUED (c) Analysis of defined benefit surplus/(deficit) by plan Fair value of plan assets Present value of plan obligation Net recognised surplus/(deficit) Actuarial gains/(losses) 2021 $m 283 397 17 88 785 2020 $m 281 400 17 86 784 2021 $m (296) (356) (20) (110) (782) 2020 $m (334) (386) (24) (138) (882) 2021 $m 2020 $m (13) 41 (3) (22) 3 (53) 14 (7) (52) (98) 2021 $m 40 27 4 30 101 2020 $m (5) 24 (1) (13) 5 AMP Australia Plan I AMP Australia Plan II AMP New Zealand Plan I AMP New Zealand Plan II Total (d) Principal actuarial assumptions The following table sets out the principal actuarial assumptions used as at the reporting date in measuring the defined benefit obligations of the Australian and New Zealand defined benefit funds: AMP Plan I AMP Plan II Australia New Zealand Australia New Zealand 2021 % 3.0 n/a 2020 % 2.1 n/a 2021 % 2.7 n/a 2020 % 0.9 n/a 2021 % 3.3 2.8 2020 % 2.4 3.3 2021 % 2.7 3.0 2020 % 1.4 3.0 Weighted average discount rate Expected rate of salary increases (e) Allocation of assets The asset allocations of the defined benefit funds are shown in the following table: AMP Plan I AMP Plan II Australia New Zealand Australia New Zealand 2021 % 2020 % 2021 % 2020 % 2021 % 2020 % 2021 % 2020 % 42 38 9 4 7 41 41 8 4 6 52 37 0 11 0 38 38 4 14 6 18 54 6 9 13 15 59 6 8 12 52 37 0 11 0 46 34 4 14 2 Equity Fixed interest Property Cash Other 126 Notes to the financial statements for the year ended 31 December 2021 4.1 DEFINED BENEFIT PLANS CONTINUED 4.1 DEFINED BENEFIT PLANS CONTINUED (c) Analysis of defined benefit surplus/(deficit) by plan (f) Sensitivity analysis Fair value of plan Present value of plan assets obligation Net recognised surplus/(deficit) Actuarial gains/(losses) 2021 $m 2020 $m 2021 $m 283 397 17 88 785 2020 $m 281 400 17 86 784 2021 $m (296) (356) (20) (110) (782) 2020 $m (334) (386) (24) (138) (882) (13) 41 (3) (22) 3 2021 $m 40 27 4 30 101 2020 $m (5) 24 (1) (13) 5 AMP Australia Plan I AMP Australia Plan II AMP New Zealand Plan I AMP New Zealand Plan II Total (d) Principal actuarial assumptions The following table sets out the principal actuarial assumptions used as at the reporting date in measuring the defined benefit obligations of the Australian and New Zealand defined benefit funds: AMP Plan I AMP Plan II Australia New Zealand Australia New Zealand 2021 2020 2021 2020 2021 2020 2021 2020 % 3.0 n/a % 2.1 n/a % 2.7 n/a % 0.9 n/a % 3.3 2.8 Weighted average discount rate Expected rate of salary increases (e) Allocation of assets The asset allocations of the defined benefit funds are shown in the following table: AMP Plan I AMP Plan II Australia New Zealand Australia New Zealand 2021 2020 2021 2020 2021 2020 2021 2020 Equity Fixed interest Property Cash Other % 42 38 9 4 7 % 41 41 8 4 6 % 52 37 0 11 0 % 38 38 4 14 6 % 18 54 6 9 13 % 2.7 3.0 % 52 37 0 11 0 % 1.4 3.0 % 46 34 4 14 2 (53) 14 (7) (52) (98) % 2.4 3.3 % 15 59 6 8 12 The defined benefit obligation has been recalculated for each scenario by changing only the specified assumption as outlined below, whilst retaining all other assumptions as per the base case. The table below shows the increase (decrease) for each assumption change. Where an assumption is not material to the fund it has been marked as n/a. 2021 Assumption Discount rate (+/- 0.5%) 1 Expected salary increase rate (0.5%) Expected deferred benefit crediting rate (0.5%) Pensioner indexation assumption (0.5%) 2 Pensioner mortality assumption (10%) Life expectancy (additional 1 year) 2020 Assumption Discount rate (+/- 0.5%) 1 Expected salary increase rate (0.5%) Expected deferred benefit crediting rate (0.5%) Pensioner indexation assumption (0.5%) 2 Pensioner mortality assumption (10%) Life expectancy (additional 1 year) AMP Plan I AMP Plan II Australia New Zealand Australia New Zealand (+) $m (15) n/a n/a (-) $m 16 n/a n/a 16 (15) n/a n/a 11 n/a (+) $m n/a n/a n/a 1 n/a 1 (-) $m 2 n/a n/a n/a n/a n/a (+) $m (19) – – (-) $m 21 n/a n/a 19 (17) n/a n/a 8 n/a (+) $m n/a n/a n/a 11 n/a 4 AMP Plan I AMP Plan II Australia New Zealand Australia New Zealand (+) $m (18) n/a n/a 20 n/a n/a (-) $m 20 n/a n/a (18) 13 n/a (+) $m n/a n/a n/a 1 n/a 1 (-) $m 2 n/a n/a n/a n/a n/a (+) $m (26) – 2 26 n/a n/a (-) $m 29 n/a n/a (23) 11 n/a (+) $m n/a n/a n/a 14 n/a 4 (-) $m 13 n/a n/a n/a n/a n/a (-) $m 18 n/a n/a n/a n/a n/a 1 (1%) discount rate applied to AMP New Zealand Plan I and II. 2 1% indexation increase applied to AMP New Zealand Plan I and II. 127 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 128 Notes to the financial statements for the year ended 31 December 2021 4.1 DEFINED BENEFIT PLANS CONTINUED (g) Expected contributions and maturity profile of the defined benefit obligation Expected employer contributions AMP Plan I AMP Plan II Australia New Zealand Australia New Zealand $m – $m – $m – $m – Weighted average duration of the defined benefit obligation (years) 9 8 12 12 ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Defined benefit plans The AMP group recognises the net deficit or surplus position of each fund in the Consolidated statement of financial position. The deficit or surplus is measured as the difference between the fair value of the funds’ assets and the discounted defined benefit obligations of the funds, using discount rates determined with reference to market yields on high quality corporate bonds at the end of the reporting period. After taking into account any contributions paid into the defined benefit funds during the period, movements in the net surplus or deficit of each fund, except actuarial gains and losses, are recognised in the Consolidated income statement. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions over the period and the returns on plan assets are recognised (net of tax) directly in retained earnings through Other comprehensive income. Contributions paid into defined benefit funds are recognised as reductions in the deficit. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Defined benefit asset/liability The value of the group’s defined benefit obligations are outputs of actuarial models dependent on a number of underlying assumptions. Managed applies judgement in selecting the assumptions used. Key assumptions include: – – – discount rate; expected future salary increases; pension indexation; – mortality; and – life expectancy. 128 Notes to the financial statements for the year ended 31 December 2021 (g) Expected contributions and maturity profile of the defined benefit obligation AMP Plan I AMP Plan II Australia New Zealand Australia New Zealand $m – $m – $m – $m – Expected employer contributions Weighted average duration of the defined benefit obligation (years) 9 8 12 12 ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Defined benefit plans The AMP group recognises the net deficit or surplus position of each fund in the Consolidated statement of financial position. The deficit or surplus is measured as the difference between the fair value of the funds’ assets and the discounted defined benefit obligations of the funds, using discount rates determined with reference to market yields on high quality corporate bonds at the end of the reporting period. After taking into account any contributions paid into the defined benefit funds during the period, movements in the net surplus or deficit of each fund, except actuarial gains and losses, are recognised in the Consolidated income statement. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions over the period and the returns on plan assets are recognised (net of tax) directly in retained earnings through Other comprehensive income. Contributions paid into defined benefit funds are recognised as reductions in the deficit. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Defined benefit asset/liability The value of the group’s defined benefit obligations are outputs of actuarial models dependent on a number of underlying assumptions. Managed applies judgement in selecting the assumptions used. Key assumptions include: discount rate; expected future salary increases; – – – pension indexation; – mortality; and – life expectancy. 4.1 DEFINED BENEFIT PLANS CONTINUED 4.2 SHARE-BASED PAYMENTS AMP has multiple employee share-based payment plans. Share-based payment plans help create alignment between employees participating in those plans (participants) and shareholders. Information on plans which AMP currently offers is provided below. The following table shows the expense recorded for AMP share-based payment plans during the year: Plans currently offered Performance rights 1 Share rights and Restricted Shares – equity settled Share rights – cash settled Share options Total share-based payments expense 2021 $’000 7,854 9,143 2,759 – 19,756 2020 $’000 12,123 7,461 1,873 53 21,510 1 Non-market performance rights which were forfeited or where performance conditions were not met were reversed during the year. (a) Performance rights The Executive KMP receive their long-term incentive (LTI) award in the form of performance rights. This is intended to ensure the interests of those executives, who are able to most directly influence company performance, are appropriately aligned with the interests of shareholders. Plan Overview LTI awards Performance rights give the participant the right to acquire one fully paid ordinary share in AMP Limited upon meeting specific performance hurdles. They are granted at no cost to the participant and carry no dividend or voting rights until they vest. This award may be settled through an equivalent cash payment, at the discretion of the board. Vesting conditions 2019 LTI award (Transformation Incentive Award) The vesting of the performance rights is subject to two separate gateways: Risk and Conduct Gateway – if a participant’s performance and conduct is not in line with AMP’s expectations, the board has discretion to amend the vesting outcome (including to zero). Performance Gateway and Hurdle – a performance gateway is included so that no awards will vest if both the Compound Annual Growth Rate (CAGR) is negative AND the CAGR is below the benchmark index*. For risk and control roles i.e. Chief Risk Officer – the vesting outcome in relation to 25% of the award will be determined by the Remuneration Committee at its sole discretion. The other 75% of the award will be subject to the performance hurdle. In determining the comparator group, all entities other than those in the global industry classification standard (GICS) energy sector and GICS metals and mining industry are classified as industrial companies. * The benchmark index is constructed from an equal weighted index of ASX 100 financial services companies (excluding A-REITs). 129 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 130 Notes to the financial statements for the year ended 31 December 2021 4.2 SHARE-BASED PAYMENTS CONTINUED (a) Performance rights continued Plan LTI awards Vesting conditions (continued) 2020 LTI award No performance rights were granted under an LTI plan in 2020. 2021 LTI award The performance period is 1 January 2021 to 31 December 2023 and the rights will convert to Restricted Shares on or around the 1 January 2024 (Conversion Date) if the conditions of the Offer are met. On the Conversion Date, participants may receive one fully paid Share for every Right awarded. The Shares will remain restricted for an additional one year, under a holding lock, until the Vesting Date is reached. The vesting of the performance rights is subject to two separate gateways: 1. Risk and Conduct Gateway – if a participant’s performance and conduct is not in line with AMP’s expectations, the board has discretion to amend the vesting outcome (including to zero). 2. The number of Rights that vest under the Award will be determined with reference to a comparison of the compound annual growth rate (CAGR) in the Company’s total shareholder return (TSR) relative to the CAGR in Total Shareholder Return (TSR) to the peer group of ASX 100 financial companies excluding A-REITs as at 1 January 2021 measured over the performance period. Vesting/performance period – – 2019 LTI award – three and a half years for rights granted in 2019. 2021 LTI award – three years for rights plus a one year restriction period (holding lock) for LTI awards granted in 2021. Vested awards Vested performance rights are automatically converted to shares. Unvested awards Unvested awards are forfeited if the participant voluntarily ceases employment or is dismissed for misconduct. 130 Notes to the financial statements for the year ended 31 December 2021 (a) Performance rights continued Plan Vesting conditions (continued) LTI awards 2020 LTI award 2021 LTI award Date is reached. No performance rights were granted under an LTI plan in 2020. The performance period is 1 January 2021 to 31 December 2023 and the rights will convert to Restricted Shares on or around the 1 January 2024 (Conversion Date) if the conditions of the Offer are met. On the Conversion Date, participants may receive one fully paid Share for every Right awarded. The Shares will remain restricted for an additional one year, under a holding lock, until the Vesting The vesting of the performance rights is subject to two separate gateways: 1. Risk and Conduct Gateway – if a participant’s performance and conduct is not in line with AMP’s expectations, the board has discretion to amend the vesting outcome (including to zero). 2. The number of Rights that vest under the Award will be determined with reference to a comparison of the compound annual growth rate (CAGR) in the Company’s total shareholder return (TSR) relative to the CAGR in Total Shareholder Return (TSR) to the peer group of ASX 100 financial companies excluding A-REITs as at 1 January 2021 measured over the performance period. Vesting/performance 2019 LTI award – three and a half years for rights granted in 2019. period 2021 LTI award – three years for rights plus a one year restriction period (holding lock) for LTI – – awards granted in 2021. Vested awards Vested performance rights are automatically converted to shares. Unvested awards Unvested awards are forfeited if the participant voluntarily ceases employment or is dismissed for misconduct. 4.2 SHARE-BASED PAYMENTS CONTINUED 4.2 SHARE-BASED PAYMENTS CONTINUED (a) Performance rights continued CEO Sign-on Award As part of the Chief Executive Officer’s (CEO) incentive package on appointment in 2021, the CEO was granted an award of rights with performance conditions to replace existing incentive arrangements foregone with the previous employer. The award comprises: Plan Overview Vesting conditions CEO Sign-on Performance Rights Award The Sign-on performance rights give the CEO the right to acquire one fully paid ordinary share in AMP Limited (per right) upon meeting specific performance conditions, including hurdles that are subject to an absolute and relative total shareholder return (TSR) measures. The award was granted at no cost to the CEO and carries no dividend or voting rights. This award may be settled through an equivalent cash payment, at the discretion of the board. Absolute Total Shareholder Return (aTSR) Hurdle Absolute TSR performance measures the compound annual growth (CAGR) in the Company’s TSR over the relevant Performance Period. The percentage of Rights subject to the absolute TSR hurdle which will be eligible to vest, if any, will be determined by reference to the following schedule: Level of achievement CAGR of 8.5% or above Vesting level of Rights subject to the absolute TSR hurdle in the relevant tranche 100% Between positive TSR and 8.5% CAGR Pro-rata straight line vesting between 50% and 100% Positive TSR Nil or Negative TSR 50% 0% Relative Total Shareholder Return (rTSR) Hurdle Relative TSR performance measures the Company’s TSR performance relative to a peer group over the relevant Performance Period. The comparator group for the relative TSR performance hurdle will be the ASX100 Financials index as at 30 July 2021. The comparator group may be adjusted by the Board to take into account corporate actions, including but not limited to takeovers, mergers, de-mergers or de-listing. The percentage of your Rights subject to the relative TSR hurdle which will be eligible to vest, if any, will be determined by reference to the following schedule: Percentile ranking Vesting level of Rights subject to the relative TSR hurdle in the relevant tranche 75th percentile or higher 100% Between the 50th and 75th percentile Pro-rata straight line vesting between 50% and 100% 50th percentile Below the 50th percentile 50% 0% Vesting period/Testing dates The board will test the performance hurdles on or around the following testing dates: – – – 22 November 2021 (First Testing Date); 22 November 2023 (Second Testing Date); and 22 November 2024 (Third Testing Date); If the performance hurdles are met, the rights vest and become exercisable. Vested awards Vested rights are automatically converted to AMP Limited shares on behalf of the CEO. Unvested awards Unvested awards are forfeited if the CEO voluntarily ceases employment or is dismissed for misconduct. 131 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 132 Notes to the financial statements for the year ended 31 December 2021 4.2 SHARE-BASED PAYMENTS CONTINUED (a) Performance rights continued Valuation of performance rights The values for performance rights are based on valuations prepared by an independent external consultant. The valuations are based on the 10-day volume weighted average share price over the 10-day trading period prior to the start of the award’s valuation period. Assumptions regarding the dividend yield and volatility have been estimated based on AMP’s dividend yield and volatility over an appropriate period. In determining the share-based payments expense, the number of instruments expected to vest has been adjusted to reflect the number of employees expected to remain with AMP until the end of the performance period, this is revisited each reporting date. Valuations are prepared by an independent external consultant. The valuations are based on AMP’s closing share price at the valuation date. Assumptions regarding the dividend yield and volatility have been estimated based on AMP’s dividend yield and volatility over an appropriate period. The following table shows the factors considered in determining the value of the performance rights granted during the period: Share price life (years) Dividend yield Volatility 1 Risk-free rate 1 Contractual TSR performance hurdle discount TSR performance rights fair value $1.65 4.0 4.0% 44% 0.1% 51% $0.81 Grant date 01/01/2021 1 Applies to performance rights subject to a relative TSR performance hurdle. The following table shows the factors considered in determining the value of the CEO Sign-on Rights Award granted during the period with an absolute and relative TSR hurdle: Grant date 09/08/2021 09/08/2021 09/08/2021 Share price Contractual life (years) Dividend yield Volatility Risk-free rate TSR performance hurdle discount Share rights fair value $1.075 $1.075 $1.075 0.3 2.3 3.3 0.0% 3.0% 5.0% 42% 42% 42% 0.8% 0.8% 0.8% 46% 42% 43% $0.59 $0.63 $0.62 Grant date Share price Contractual life (years) Dividend yield Volatility Risk-free rate TSR performance hurdle discount Share rights fair value 09/08/2021 09/08/2021 09/08/2021 $1.075 $1.075 $1.075 0.3 2.3 3.3 0.0% 3.0% 5.0% 42% 42% 42% 0.8% 0.8% 0.8% 49% 41% 41% $0.55 $0.64 $0.64 The following table shows the movement in number of performance rights outstanding during the period: Grant date 19/05/2017 12/09/2019 01/01/2021 09/08/2021 Total Balance at 1 Jan 2021 Granted during the year Exercised during the year Lapsed during the year Balance at 31 Dec 2021 1,880,700 30,357,128 – – 32,237,828 – – 2,801,550 2,807,038 5,608,588 – – – (638,168) (638,168) (1,880,700) 1 – (5,451,010) 24,906,118 – (122,010) 2,801,550 2,046,860 (7,453,720) 29,754,528 1 AMP’s TSR performance against its peer comparator group was measured for the period 1 January 2017 up to 31 December 2020. The outcome resulted in nil vesting of the award and the award lapsed in full. 4.2 SHARE-BASED PAYMENTS CONTINUED 4.2 SHARE-BASED PAYMENTS CONTINUED (a) Performance rights continued CEO sign-on award vesting outcomes: – – Sign-on performance rights (tranche 1) with an absolute TSR measure representing 27% of the total grant was tested on 22 November 2021 resulting in full vesting of 190,038 units; Sign-on performance rights (tranche 1) with a relative TSR measure representing 27% of the total grant was tested on 22 November 2021 resulting in a partial vesting of 448,130 units and the remaining 122,010 units were lapsed. Performance test results are provided in the table below: Performance period Measure AMP’s TSR performance AMP’s CAGR TSR performance Vesting outcome (portion of tranche vested) 2 Aug – 22 Nov 2021 Absolute TSR 8.49% 30.4% 100% Performance period Measure AMP’s TSR performance AMP’s percentile rank Vesting outcome (portion of tranche vested) 2 Aug – 22 Nov 2021 Relative TSR 8.49% 64.3% 78.6% Grant date 09 Aug 2021 Grant date 09 Aug 2021 (b) Share rights – – – – – LTI participants below the Executive KMP may be awarded share rights as part of their overall LTI award. Short-term Incentive deferral participants are nominated executives and selected senior leaders who have the ability to impact AMP’s financial soundness. This requires a portion of the participant’s annual short-term incentive outcome to be deferred and awarded as share rights. Transition Incentive awards were made to select participants in the form of share rights as a transitionary award between remuneration arrangements and the finalisation of strategy. Retention awards were made to selected senior leaders who are critical to on-going operations and the delivery of AMP’s strategy during the portfolio review and the completion of any subsequent corporate transactions. Enterprise Profit Share Plan supports AMP Capital’s remuneration framework by aligning its strategic intent and rewarding behaviour that leads to sustainably increased profit and shareholder value. The participants are the AMP Capital Leadership Team whereby a portion of their annual profit share outcome is deferred into share rights. – Deferred Bonus Equity Plan applies to selected AMP Capital participants whereby a portion of their annual short-term incentive outcome (above a specified threshold) is deferred into share rights. 132 Notes to the financial statements for the year ended 31 December 2021 (a) Performance rights continued Valuation of performance rights The values for performance rights are based on valuations prepared by an independent external consultant. The valuations are based on the 10-day volume weighted average share price over the 10-day trading period prior to the start of the award’s valuation period. Assumptions regarding the dividend yield and volatility have been estimated based on AMP’s dividend yield and volatility over an appropriate period. In determining the share-based payments expense, the number of instruments expected to vest has been adjusted to reflect the number of employees expected to remain with AMP until the end of the performance period, this is revisited each reporting date. Valuations are prepared by an independent external consultant. The valuations are based on AMP’s closing share price at the valuation date. Assumptions regarding the dividend yield and volatility have been estimated based on AMP’s dividend yield and volatility over an appropriate period. The following table shows the factors considered in determining the value of the performance rights granted during the period: Grant date 01/01/2021 Share price life (years) Dividend yield Volatility 1 Risk-free rate 1 $1.65 4.0 4.0% 44% 0.1% Contractual 1 Applies to performance rights subject to a relative TSR performance hurdle. TSR TSR performance performance hurdle discount 51% rights fair value $0.81 The following table shows the factors considered in determining the value of the CEO Sign-on Rights Award granted during the period with an absolute and relative TSR hurdle: Share price Contractual life (years) Dividend Volatility Risk-free rate hurdle discount fair value TSR performance Share rights Grant date Share price Contractual life (years) Dividend yield Volatility Risk-free rate hurdle discount fair value TSR performance Share rights $1.075 $1.075 $1.075 $1.075 $1.075 $1.075 0.3 2.3 3.3 0.3 2.3 3.3 yield 0.0% 3.0% 5.0% 0.0% 3.0% 5.0% 42% 42% 42% 42% 42% 42% 0.8% 0.8% 0.8% 0.8% 0.8% 0.8% 46% 42% 43% 49% 41% 41% $0.59 $0.63 $0.62 $0.55 $0.64 $0.64 The following table shows the movement in number of performance rights outstanding during the period: Balance at 1 Jan 2021 1,880,700 30,357,128 – – 32,237,828 Granted Exercised Lapsed during the year during the year during the year Balance at 31 Dec 2021 – – 2,801,550 2,807,038 5,608,588 – – – (638,168) (638,168) (1,880,700) 1 – (5,451,010) 24,906,118 – (122,010) 2,801,550 2,046,860 (7,453,720) 29,754,528 Grant date 09/08/2021 09/08/2021 09/08/2021 09/08/2021 09/08/2021 09/08/2021 Grant date 19/05/2017 12/09/2019 01/01/2021 09/08/2021 Total 1 AMP’s TSR performance against its peer comparator group was measured for the period 1 January 2017 up to 31 December 2020. The outcome resulted in nil vesting of the award and the award lapsed in full. 133 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 134 Notes to the financial statements for the year ended 31 December 2021 4.2 SHARE-BASED PAYMENTS CONTINUED (b) Share rights continued Plan Overview Vesting conditions/period Long-term Incentive Plan Short-term incentive Deferral Plan, Transition Incentive award and Retention award Enterprise Profit Share Plan and Deferred Bonus Equity Plan Share rights give the participant the right to acquire one fully paid ordinary share in AMP Limited after a specified service period. They are granted at no cost to the participant and carry no dividend or voting rights until they vest. This award may be settled through an equivalent cash payment at the discretion of the board. All awards are subject to ongoing employment, compliance with AMP policies and the board’s discretion. AMP group participants 2017 LTI – Four years continued service. No share rights under the LTI plan were granted in 2018, 2019 or 2020. 2021 LTI – Four years continued service – the award carries voting rights and a dividend equivalent on any Rights that may vest. AMP Capital participants Continued service for three years. Some awards may also vary where the share rights are awarded as a sign-on equity award or to retain an employee for a critical period. Short-term Incentive deferral/ 2019 and 2020 STI awards with 40% deferral and continued service for two or four years. Enterprise Profit Share Plan The grant is split into two tranches with continued service for two and three years respectively. The award carries voting rights and a dividend equivalent on any Rights that may vest. For awards relating to the 2019, 2020 and 2021 performance years, share rights were granted to select participants. The award was subject to a one year service condition. After this period, an additional three year holding period is applicable to participants except for the AMP Capital Chief Executive Officer where the holding period is four years. Deferred Bonus Equity Plan The grant is split into two tranches with continued service for two and three years respectively. Transition Incentive award 2019 – the award is split into two tranches with continued service for approximately one and two years respectively. Retention award 2020 – the award has 40% of the award granted in share rights and is subject to a one year service condition plus an additional three year holding period. Vesting scheduled to occur in 2024. 2021 STI 60% delivered in equity. CEO awards: one third of award to vest over years two, three and four. AMP’s Group Executive Committee awards: 50% of award to vest in year two and 50% at year three Other STI awards with a 40% deferral and continued service for two or four years Vested awards Vested share rights are automatically converted to shares on behalf of participants. Unvested awards Unvested awards are forfeited if the participant voluntarily ceases employment or is dismissed for misconduct. 134 Notes to the financial statements for the year ended 31 December 2021 (b) Share rights continued Plan Overview Vesting conditions/period Long-term Incentive Plan Short-term incentive Deferral Plan, Transition Incentive award and Retention award Enterprise Profit Share Plan and Deferred Bonus Equity Plan Share rights give the participant the right to acquire one fully paid ordinary share in AMP Limited after a specified service period. They are granted at no cost to the participant and carry no dividend or voting rights until they vest. This award may be settled through an equivalent cash payment at the discretion of the board. All awards are subject to ongoing employment, compliance with AMP policies and the board’s discretion. AMP group participants Short-term Incentive Enterprise Profit Share Plan 2017 LTI deferral/ – Four years continued service. 2019 and 2020 STI awards with No share rights under the LTI plan were granted in 2018, 2019 or 2020. 2021 LTI – – Four years continued service the award carries voting rights and a dividend equivalent on any Rights that may vest. AMP Capital participants Continued service for three years. Some awards may also vary where the share rights are awarded as a sign-on equity award or to retain an employee for a critical period. The grant is split into two tranches with continued service for two and three years respectively. The award carries voting rights and a dividend equivalent on any Rights that may vest. For awards relating to the 2019, 2020 and 2021 performance years, share rights were granted to select participants. The award was subject to a one year service condition. After this period, an additional three year holding period is applicable to participants except for the AMP Capital Chief Executive Officer where the holding period is four years. Deferred Bonus Equity Plan The grant is split into two tranches with continued service for two and three years respectively. 40% deferral and continued service for two or four years. Transition Incentive award 2019 – the award is split into two tranches with continued service for approximately one and two years respectively. Retention award 2020 – the award has 40% of the award granted in share rights and is subject to a one year service condition plus an additional three year holding period. Vesting scheduled to occur in 2024. 2021 STI 60% delivered in equity. CEO awards: one third of award to vest over years two, three and four. AMP’s Group Executive Committee awards: 50% of award to vest in year two and 50% at year three Other STI awards with a 40% deferral and continued service for two or four years Vested awards Vested share rights are automatically converted to shares on behalf of participants. Unvested awards Unvested awards are forfeited if the participant voluntarily ceases employment or is dismissed for misconduct. 4.2 SHARE-BASED PAYMENTS CONTINUED 4.2 SHARE-BASED PAYMENTS CONTINUED (b) Share rights continued CEO Sign-on Share Rights Award As part of the CEO’s sign-on package on appointment, the CEO was granted an award of share rights with a service (employment) condition to compensate for incentives forgone from the CEO’s previous employer. Plan Overview Vesting conditions/period CEO Sign-on Share Rights Award The sign-on share rights give the CEO the right to acquire one fully paid ordinary share in AMP Limited (per right) after a specified service period. They were granted at no cost to the CEO and carry no dividend or voting rights until they vest. This award may be settled through an equivalent cash payment at the discretion of the board. The rights may vest in accordance with the vesting schedule set out below: – – – – 50% on 22 November 2021 32% on 22 November 2022 14% on 22 November 2023 4% on 22 November 2024 Vested awards Vested share rights are automatically converted to shares on behalf of the former CEO. Unvested awards Unvested awards are forfeited if the CEO voluntarily ceases employment or is dismissed for misconduct. Valuation of share rights The fair value of share rights has been calculated as at the grant date, by external consultants using a ‘discounted cash flow’ methodology. Fair value has been discounted for the present value of dividends expected to be paid during the vesting period to which the participant is not entitled. For the purposes of the valuation it is assumed share rights are exercised as soon as they have vested. Assumptions regarding the dividend yield have been estimated based on AMP’s dividend yield over an appropriate period. In determining the share-based payments expense, the number of instruments expected to vest has been adjusted to reflect the number of employees expected to remain with AMP until the end of the performance period. For the current CEO’s share rights awards, the valuations are prepared by an independent external consultant. The valuations are based on AMP’s closing share price at the valuation date. Assumptions regarding the dividend yield and volatility have been estimated based on AMP’s dividend yield and volatility over an appropriate period. The following table shows the factors which were considered in determining the independent fair value of the share rights granted during the period: Grant date 01/04/2021 01/04/2021 01/04/2021 01/04/2021 01/04/2021 01/04/2021 09/08/2021 09/08/2021 09/08/2021 09/08/2021 Share price Contractual life (years) Dividend yield Dividend discount Fair value $1.35 $1.35 $1.35 $1.35 $1.35 $1.35 $1.07 $1.07 $1.07 $1.07 1.9 3.9 0.9 1.9 2.9 4.0 0.3 1.3 2.3 3.3 3.0% 3.0% n/a 3.0% 3.0% n/a 0.0% 3.0% 5.0% 5.0% 7% 13% 2% 7% 10% 2% 0% 0% 2% 7% $1.25 $1.18 $1.33 $1.25 $1.22 $1.33 $1.075 $1.075 $1.05 $1.00 135 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 136 Notes to the financial statements for the year ended 31 December 2021 4.2 SHARE-BASED PAYMENTS CONTINUED (b) Share rights continued The following table shows the movement in share rights outstanding during the period: Grant Date 19/05/2017 02/04/2018 13/08/2018 03/12/2018 21/08/2018 01/04/2019 10/05/2019 17/05/2019 19/07/2019 20/09/2019 01/04/2020 23/11/2020 01/04/2021 09/08/2021 Total Balance at 1 Jan 2021 Granted during the year Exercised during the year Lapsed during the year Balance at 31 Dec 2021 974,463 1,507,500 53,191 40,816 726,744 2,127,923 957,447 773,997 91,787 8,287 7,357,477 1,627,444 – – – – – – – – – – – – — 4,496,095 (974,463) (1,488,308) (53,191) (40,816) (436,046) (222,163) (957,447) — (53,140) — (1,096,400) — — — 1,015,806 (507,243) — (19,192) — — — — — — — 290,698 (298,788) 1,606,972 — — — (8,287) (412,320) (187,977) — — – 773,997 38,647 — 5,848,757 1,439,467 4,496,095 508,563 16,247,076 5,511,901 (5,829,217) (926,564) 15,003,196 (c) Restricted shares AMP Capital Enterprise Profit Share Plan The AMP Capital Leadership Team is comprised of a select group of senior executives who are eligible to participate in the Enterprise Profit Share Plan. This plan was designed to support AMP Capital’s remuneration framework by aligning its strategic intent and rewarding behaviour that leads to sustainably increased profit and shareholder value. It is required that 40% of the participants’ profit share outcomes be deferred. Half of the deferred component is awarded in the form of restricted shares for participants who reside in Australia with the exception of the AMP Capital Chief Executive Officer. The objective of this is to create greater alignment with our shareholders. The equity component of this plan was granted in 2019. No restricted shares were granted under the above disclosed Plan in 2020 or 2021, however, share rights were granted to eligible participants. Plan Overview Enterprise Profit Share Plan The deferred component of the 2018 Enterprise Profit Share award was granted in the form of restricted shares. Restricted shares are fully paid ordinary shares in AMP Limited that are held in the AMP Employee Share Trust on behalf of the participant until the specified service/holding period has been met. They were granted at no cost to participants and carry the same dividend or voting rights as other fully paid ordinary shares. Any dividends paid on shares are received in the ordinary course on the dividend payment date(s). Vesting conditions/period The restricted shares will vest after one year and continue to be subject to a disposal restriction for an additional three year period. Prior to each vesting date and the release date, the board will undertake a conduct/risk review to confirm that vesting and release of the award aligns with the conduct and risk outcomes of the group. Vested awards On the relevant release dates, the restriction on the shares is released. Unvested awards Unvested awards are forfeited if the participant voluntarily ceases employment or is dismissed for misconduct. 4.2 SHARE-BASED PAYMENTS CONTINUED 4.2 SHARE-BASED PAYMENTS CONTINUED AMP Executive Performance Incentive Plan The Executive Performance Incentive (EPI) Plan takes a combined incentive approach, whereby a portion of the participant’s annual EPI outcome is paid out in cash and the remainder is deferred as restricted shares or share rights. The objective of this plan is to create equity ownership across a select group of senior executives if performance objectives are met. The equity component of this plan was granted in 2019. No restricted share awards were granted under the above disclosed Plan in 2020 or 2021. Plan Overview Executive Performance Incentive Plan For 2019, the deferred component of the Executive Performance Incentive Plan was granted in the form of restricted shares. Restricted shares are fully paid ordinary shares in AMP Limited that are held in the AMP Employee Share Trust on behalf of the participant until the specified service/holding period has been met. They were granted at no cost to participants and carry the same dividend or voting rights as other fully paid ordinary shares. Any dividends paid on shares are received in the ordinary course on the dividend payment date(s). Vesting conditions/period The restricted shares will vest after one year and continue to be subject to a disposal restriction for an additional three year period. Prior to each of the vesting date and the release date, the board will undertake a conduct/risk review to confirm that vesting and release of the award aligns with the conduct and risk outcomes of the group. Vested awards On the relevant release dates, the restriction on the shares is released. Some shares may be released early for participants who cease employment to assist participants in managing their tax liability. Unvested awards Unvested awards are forfeited if the participant voluntarily ceases employment or is dismissed for misconduct. 16,247,076 5,511,901 (5,829,217) (926,564) 15,003,196 Salary Sacrifice Plans 137 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t 136 Notes to the financial statements for the year ended 31 December 2021 (b) Share rights continued The following table shows the movement in share rights outstanding during the period: Grant Date 19/05/2017 02/04/2018 13/08/2018 03/12/2018 21/08/2018 01/04/2019 10/05/2019 17/05/2019 19/07/2019 20/09/2019 01/04/2020 23/11/2020 01/04/2021 09/08/2021 Total Balance at 1 Jan 2021 974,463 1,507,500 53,191 40,816 726,744 2,127,923 957,447 773,997 91,787 8,287 7,357,477 1,627,444 Granted Exercised Lapsed during the year during the year during the year Balance at 31 Dec 2021 – – – – – – – – – – – – (974,463) (1,488,308) (53,191) (40,816) (436,046) (222,163) (957,447) (53,140) (1,096,400) — — — — 290,698 (298,788) 1,606,972 (19,192) — — — — — — — — — (8,287) (412,320) (187,977) — — — — – — 773,997 38,647 5,848,757 1,439,467 4,496,095 508,563 — 4,496,095 — 1,015,806 (507,243) (c) Restricted shares AMP Capital Enterprise Profit Share Plan The AMP Capital Leadership Team is comprised of a select group of senior executives who are eligible to participate in the Enterprise Profit Share Plan. This plan was designed to support AMP Capital’s remuneration framework by aligning its strategic intent and rewarding behaviour that leads to sustainably increased profit and shareholder value. It is required that 40% of the participants’ profit share outcomes be deferred. Half of the deferred component is awarded in the form of restricted shares for participants who reside in Australia with the exception of the AMP Capital Chief Executive Officer. The objective of this is to create greater alignment with our shareholders. The equity component of this plan was granted in 2019. No restricted shares were granted under the above disclosed Plan in 2020 or 2021, however, share rights were granted to eligible participants. Plan Enterprise Profit Share Plan Overview The deferred component of the 2018 Enterprise Profit Share award was granted in the form of restricted shares. Restricted shares are fully paid ordinary shares in AMP Limited that are held in the AMP Employee Share Trust on behalf of the participant until the specified service/holding period has been met. They were granted at no cost to participants and carry the same dividend or voting rights as other fully paid ordinary shares. Any dividends paid on shares are received in the ordinary course on the dividend payment date(s). Vesting The restricted shares will vest after one year and continue to be subject to a disposal restriction for an additional conditions/period three year period. Prior to each vesting date and the release date, the board will undertake a conduct/risk review to confirm that vesting and release of the award aligns with the conduct and risk outcomes of the group. Vested awards On the relevant release dates, the restriction on the shares is released. Unvested awards Unvested awards are forfeited if the participant voluntarily ceases employment or is dismissed for misconduct. 2019 AMP EMPLOYEE SHARE PLAN – $1,000 TAX EXEMPT PLAN All permanent employees as at 12 December 2018 were offered a $1,000 gift of shares subject to employment on the allocation date in March 2019. These shares are subject to a restriction on sale and transfer for up to three-years from the date they are allocated. Any shares acquired as a gift will be released to the participant at the end of the three-year period or when they leave employment with AMP (whichever is earlier). 2020 AMP EMPLOYEE SHARE PLAN – $1,000 TAX EXEMPT PLAN For the period 1 April 2020, eligible participants may acquire $1,000 fully paid ordinary shares in AMP by sacrificing $1,000 of their 2019 short-term incentive (STI) award. These shares are subject to a restriction on sale and transfer for up to three-years from the date they are allocated. Any shares acquired will be released to the participant at the end of the three-year period or when they leave employment with AMP (whichever is earlier). The AMP $1,000 Tax Exempt Plan was not reoffered to employees in 2021 in its current format. 2019–2021 AMP EMPLOYEE SHARE PLAN – $5,000 SALARY SACRIFICE PLAN All permanent employees in Australia were offered the opportunity to salary sacrifice between $1,000 – $5,000 over a 12-month period to acquire shares in AMP. AMP offered a matching contribution on a 2:5 basis (1:5 in 2019 and 2020), meaning that employees who opted to salary sacrifice $5,000 would receive an upfront matched allocation of $2,000 in AMP shares ($1,000 in AMP shares in 2019 and 2020) . The salary sacrifice and matching shares are both held in an employee share plan trust on behalf of the employees and are subject to a restriction on sale and transfer for up to three years from the date they are allocated. Offer 2019 2020 and 2021 Purchased Shares Matching Shares 1 Any purchased shares acquired during 2019, 2020 and 2021 will be released to the participant at the end of the three-year period. Matching shares will be released at the end of the three-year period or when they leave employment with AMP (whichever is earlier). Matching shares will be released at the end of the two-year period or when they leave employment with AMP (whichever is earlier). 1 Matching shares are forfeited if a participant voluntarily ceases employment before the end of the holding period. l r e p o r t A d d i t i o n a l i n f o r m a t i o n F n a n c a i i 138 Notes to the financial statements for the year ended 31 December 2021 4.2 SHARE-BASED PAYMENTS CONTINUED (c) Restricted shares continued Valuation of restricted shares The restricted share awards are based on valuations prepared by an independent external consultant. The valuations are based on the 10-day volume weighted average share price over the 10-day trading period prior to the start of the award’s valuation period. Assumptions regarding the dividend yield and volatility have been estimated based on AMP’s dividend yield and volatility over an appropriate period. For the AMP Employee Share Plan $1,000 Tax Exempt Plan and $5,000 Salary Sacrifice Plan, the fair value of the shares was determined as the market price of AMP ordinary shares on the grant date. As employees holding restricted shares are entitled to dividend payments, no adjustment has been made to the fair value in respect of future dividend payments. In determining the share-based payments expense for the period, the number of instruments expected to vest has been adjusted to reflect the number of employees expected to remain with AMP until the end of the vesting period. Grant date 25/02/2019 25/02/2019 14/03/2019 26/04/2019 13/08/2019 28/04/2020 30/04/2021 Share price Contractual life (years) Vesting Date Dividend yield Fair value $2.38 $2.38 $2.39 $2.39 $1.81 $1.675 $1.45 2.0 3.0 3.0 3.0 0.0 2.0 2.0 15/02/2021 15/02/2022 14/03/2022 26/04/2022 15/08/2021 30/04/2022 30/04/2023 n/a n/a n/a n/a 4.0% n/a n/a $2.38 $2.38 $2.39 $2.39 $1.81 $1.675 $1.45 The following table shows the movement in restricted shares outstanding for the period: Grant date 25/02/2019 14/03/2019 26/04/2019 17/05/2019 13/08/2019 28/04/2020 30/04/2021 Total Balance at 1 Jan 2021 791,143 1,446,144 263,778 1,308,206 234,932 289,737 — 4,333,940 Granted during the year Released during the year Lapsed during the year Balance at 31 Dec 2021 — — — — — — 713,159 713,159 (791,143) (407,085) (38,145) (230,854) (234,932) (33,942) (39,084) — — (37,065) — — (37,224) (93,985) — 1,039,059 188,568 1,077,352 — 218,571 580,090 (1,775,185) (168,274) 3,103,640 (d) Former CEO awards The former CEO was awarded a range of awards during his tenure as CEO of AMP and as part of his exit agreement with the Company, those awards remain on foot and will vest in accordance with the original terms of the award. The following awards remain outstanding as at 31 December 2021. Replacement Recovery Performance Rights Award The recovery performance rights give the former CEO the right to acquire one fully paid ordinary share in AMP Limited (per right) upon meeting specific performance hurdles, being the achievement of certain share price targets. The share price targets will be tested on 15 February 2022 (First Testing Date) and 15 February 2023 (Second Testing Date) and will vest as follows: – – First Testing Date – 50% of rights granted will vest if the share price is $2.45 (adjusted for any significant capital initiatives); and Second Testing Date – if the first share price target of $2.45 is not met at the first testing date, it will be retested and 50% will vest if the $2.45 target is met. The remaining balance may also vest depending on the share price being higher than $2.45 and will vest on a straight-line basis with 100% vesting if the share price is $2.75 (adjusted for any significant capital initiatives). 138 Notes to the financial statements for the year ended 31 December 2021 (c) Restricted shares continued Valuation of restricted shares The restricted share awards are based on valuations prepared by an independent external consultant. The valuations are based on the 10-day volume weighted average share price over the 10-day trading period prior to the start of the award’s valuation period. Assumptions regarding the dividend yield and volatility have been estimated based on AMP’s dividend yield and volatility over an appropriate period. For the AMP Employee Share Plan $1,000 Tax Exempt Plan and $5,000 Salary Sacrifice Plan, the fair value of the shares was determined as the market price of AMP ordinary shares on the grant date. As employees holding restricted shares are entitled to dividend payments, no adjustment has been made to the fair value in respect of future dividend payments. In determining the share-based payments expense for the period, the number of instruments expected to vest has been adjusted to reflect the number of employees expected to remain with AMP until the end of the vesting period. Share price Vesting Date Dividend yield Fair value Contractual life (years) Grant date 25/02/2019 25/02/2019 14/03/2019 26/04/2019 13/08/2019 28/04/2020 30/04/2021 Grant date 25/02/2019 14/03/2019 26/04/2019 17/05/2019 13/08/2019 28/04/2020 30/04/2021 Total $2.38 $2.38 $2.39 $2.39 $1.81 $1.675 $1.45 Balance at 1 Jan 2021 791,143 1,446,144 263,778 1,308,206 234,932 289,737 — 4,333,940 2.0 3.0 3.0 3.0 0.0 2.0 2.0 — — — — — — 15/02/2021 15/02/2022 14/03/2022 26/04/2022 15/08/2021 30/04/2022 30/04/2023 (791,143) (407,085) (38,145) (230,854) (234,932) (33,942) (39,084) n/a n/a n/a n/a 4.0% n/a n/a (37,065) — — — — (37,224) (93,985) $2.38 $2.38 $2.39 $2.39 $1.81 $1.675 $1.45 — 1,039,059 188,568 1,077,352 — 218,571 580,090 713,159 713,159 (1,775,185) (168,274) 3,103,640 (d) Former CEO awards as at 31 December 2021. The former CEO was awarded a range of awards during his tenure as CEO of AMP and as part of his exit agreement with the Company, those awards remain on foot and will vest in accordance with the original terms of the award. The following awards remain outstanding Replacement Recovery Performance Rights Award The recovery performance rights give the former CEO the right to acquire one fully paid ordinary share in AMP Limited (per right) upon meeting specific performance hurdles, being the achievement of certain share price targets. The share price targets will be tested on 15 February 2022 (First Testing Date) and 15 February 2023 (Second Testing Date) and will vest as follows: – – First Testing Date – 50% of rights granted will vest if the share price is $2.45 (adjusted for any significant capital initiatives); and Second Testing Date – if the first share price target of $2.45 is not met at the first testing date, it will be retested and 50% will vest if the $2.45 target is met. The remaining balance may also vest depending on the share price being higher than $2.45 and will vest on a straight-line basis with 100% vesting if the share price is $2.75 (adjusted for any significant capital initiatives). 4.2 SHARE-BASED PAYMENTS CONTINUED 4.2 SHARE-BASED PAYMENTS CONTINUED Buy-out Incentive Share Rights Award The Buy-out Incentive share rights give the Former CEO the right to acquire one fully paid ordinary share in AMP Limited (per right) after a specified period. All outstanding awards will vest by 15 February 2022. Buy-out Incentive Restricted Shares Award The Buy-out Incentive restricted shares are fully paid ordinary shares in AMP Limited that are held in the AMP Employee Share Trust on behalf of the former CEO until the specified period has been met. All outstanding awards vested during the period. 2019 Short-term Incentive (STI) Award The former CEO was awarded STI for the performance year 2019. 40% of the STI was awarded in share rights which were granted in 2020 and deferred for two years. The award will vest on 15 February 2022. The following table shows the movement in the former CEO’s outstanding awards during the period: Grant date 12/09/2019 21/08/2018 13/08/2019 01/04/2020 13/08/2019 Total Award Type Balance at 1 Jan 2021 Exercised during the year Lapsed during the year Balance at 31 Dec 2021 Performance 6,367,402 – (1,245,334) 5,122,068 Share right Share right Share rights 726,744 (436,046) – 290,698 293,664 (176,198) – 117,466 264,000 – – 264,000 Restricted share 408,164 (408,164) – – 8,059,974 (1,020,408) (1,245,334) 5,794,232 The following table shows the movement in restricted shares outstanding for the period: ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Granted Released Lapsed during the year during the year during the year Balance at 31 Dec 2021 Equity-settled share-based payments The cost of equity-settled share-based payments is measured using their fair value at the date on which they are granted. The fair value calculation takes into consideration a number of factors, including the likelihood of achieving market-based vesting conditions such as total shareholder return (market conditions). The cost of equity-settled share-based payments is recognised in the income statement, together with a corresponding increase in the share-based payment reserve (SBP reserve) in equity, over the vesting period of the instrument. At each reporting date, the AMP group reviews its estimates of the number of instruments that are expected to vest and any changes to the cost are recognised in the Income statement and the SBP reserve, over the remaining vesting period. Where the terms of an equity-settled share-based payment are modified and the expense increases as a result of the modification, the increase is recognised over the remaining vesting period. When a modification reduces the expense, there is no adjustment and the pre-modification cost continues to be recognised. Where an equity-settled award does not ultimately vest, expenses are not reversed; except for awards where vesting is conditional upon a non-market condition, in which case all expenses are reversed in the period in which the instrument lapses. Cash-settled share-based payments Cash settled share-based payments are recognised when the terms of the arrangement provide AMP group with the discretion to settle in cash or by issuing equity instruments and it has a present obligation to settle the arrangement in cash. A present obligation may occur where the past practice has set a precedence for future settlements in cash. Cash settled share-based payments are recognised, over the vesting period of the award, in the Income statement, together with a corresponding liability. The fair value is measured on initial recognition and re-measured at each reporting date up to and including the settlement date, with any changes in fair value recognised in the Income statement. Similar to equity-settled awards, number of instruments expected to vest are reviewed at each reporting date and any changes are recognised in the Income statement and corresponding liability. The fair value is determined using appropriate valuation techniques. 139 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 140 Notes to the financial statements for the year ended 31 December 2021 5 SECTION GROUP ENTITIES This section explains significant aspects of the AMP group structure, including significant investments in controlled operating entities, and investments in associates. It also provides information on business acquisitions and disposals made during the year. 5.1 Controlled entities 5.2 5.3 5.4 Investments in associates Parent entity information Related party disclosures 5.1 CONTROLLED ENTITIES Significant investments in controlled operating entities are as follows: Operating entities Name of entity AMP Advice Holdings Pty Ltd AMP Bank Limited AMP Capital Funds Management Limited AMP Capital Holdings Limited Country of registration Australia Australia Australia Australia AMP Capital Investors (New Zealand) Limited New Zealand AMP Capital Investors Limited AMP Capital Office and Industrial Pty Limited AMP Capital Shopping Centres Pty Limited AMP Financial Planning Pty Limited AMP Group Finance Services Limited AMP Group Holdings Limited AMP Services (NZ) Limited AMP Services Limited AMP Superannuation Limited AMP Wealth Management Holdings Pty Ltd Australia Australia Australia Australia Australia Australia New Zealand Australia Australia Australia AMP Wealth Management New Zealand Limited New Zealand Hillross Financial Services Limited Ipac Group Services Pty Ltd National Mutual Funds Management (Global) Limited National Mutual Funds Management Ltd N.M. Superannuation Pty Ltd NMMT Limited Australia Australia Australia Australia Australia Australia % holdings Share type 2021 2020 Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord A Ord Ord A Ord Ord Ord Ord Ord Ord Ord Ord Ord 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 5.2 INVESTMENTS IN ASSOCIATES Investments in associates accounted for using the equity method: Ownership interest Carrying amount 1 Associate Principal activity Place of business 2021 % 2020 % Resolution Life NOHC 2, 3 Life insurance company Australia 19.13% 19.62% China Life Pension Company 3 Pension Company China 19.99% 19.99% China Life AMP Asset Management Company Ltd Investment Management China 14.97% 14.97% Global Infrastructure Fund Sponsor 4 Fund Global Infrastructure Fund II 4 AMP Capital Infrastructure Debt Fund IV USD LP4 AMP Capital Infrastructure Debt Fund V USD LP2 Fund Fund Fund Cayman Island Cayman Island 4.74% 2.81% 4.74% 2.81% Luxembourg 1.25% 1.25% 64 Luxembourg 1.80% 7.72% 3.08% – 2021 $m – 416 74 71 119 – 106 157 83 2020 $m 514 348 57 80 91 56 66 – 137 93 Significant investments in controlled operating entities are as follows: ACRT Finance Pty Limited 4 Investment Management Australia Country of registration % holdings Share type 2021 2020 PCCP, LLC (Pacific Coast Capital Partners) Other Total investments in associates Investment Management United States 24.90% 24.90% n/a n/a 1,090 1,442 AMP Capital Investors (New Zealand) Limited New Zealand 1 The carrying amount is after recognising $150m (2020: $81m) share of current period profit or loss from its associates accounted for using the equity method. 2 Resolution Life NOHC and AMP Capital Infrastructure Debt Fund V USD LP are classified as assets held for sale as at 31 December 2021. 3 The AMP group has significant influence through representation on the entity's board. 4 Entities within the AMP group have been appointed investment manager, therefore the group is considered to have significant influence. 140 Notes to the financial statements for the year ended 31 December 2021 This section explains significant aspects of the AMP group structure, including significant investments in controlled operating entities, and investments in associates. It also provides information on business acquisitions 5 SECTION GROUP ENTITIES and disposals made during the year. 5.1 Controlled entities 5.2 5.3 5.4 Investments in associates Parent entity information Related party disclosures 5.1 CONTROLLED ENTITIES Operating entities Name of entity AMP Advice Holdings Pty Ltd AMP Bank Limited AMP Capital Funds Management Limited AMP Capital Holdings Limited AMP Capital Investors Limited AMP Capital Office and Industrial Pty Limited AMP Capital Shopping Centres Pty Limited AMP Financial Planning Pty Limited AMP Group Finance Services Limited AMP Group Holdings Limited AMP Services (NZ) Limited AMP Services Limited AMP Superannuation Limited AMP Wealth Management Holdings Pty Ltd AMP Wealth Management New Zealand Limited New Zealand Hillross Financial Services Limited Ipac Group Services Pty Ltd National Mutual Funds Management (Global) Limited National Mutual Funds Management Ltd N.M. Superannuation Pty Ltd NMMT Limited Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia New Zealand Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord A Ord Ord A 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 141 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 142 Notes to the financial statements for the year ended 31 December 2021 5.2 INVESTMENTS IN ASSOCIATES CONTINUED ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Investments in associates INVESTMENTS IN ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD Investments in entities over which the AMP group has the ability to exercise significant influence, but not control, are accounted for using the equity method of accounting. The investment is measured at cost plus post-acquisition changes in the AMP group’s share of the associates’ net assets, less any impairment in value. The AMP group’s share of profit or loss of associates is included in the Consolidated income statement. Any dividend or distribution received from associates is accounted for as a reduction in carrying value of the associate. Any impairment is recognised in the Consolidated income statement when there is objective evidence a loss has been incurred. It is measured as the amount by which the carrying amount of the investment in entities exceeds the recoverable amount. 5.3 PARENT ENTITY INFORMATION (a) Statement of comprehensive income – AMP Limited entity Dividends interest from controlled entities and net gains or losses on financial assets 1 Service fee revenue Share of profit or loss of associates accounted for using the equity method Operating expenses Impairment of investments in controlled entities Finance costs Income tax credit 2 Loss for the year Total comprehensive loss for the year 1 Dividend income from controlled entities $169m (2020: $413m) is not assessable for tax purposes. 2 Income tax credit includes $nil (2020: $nil) utilisation of previously unrecognised tax losses. 2021 $m 185 14 52 (109) (450) (37) 43 (302) (302) 2020 $m 427 12 33 10 (2,295) (39) 20 (1,832) (1,832) 142 Notes to the financial statements for the year ended 31 December 2021 Investments in associates INVESTMENTS IN ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD Investments in entities over which the AMP group has the ability to exercise significant influence, but not control, are accounted for using the equity method of accounting. The investment is measured at cost plus post-acquisition changes in the AMP group’s share of the associates’ net assets, less any impairment in value. The AMP group’s share of profit or loss of associates is included in the Consolidated income statement. Any dividend or distribution received from associates is accounted for as a reduction in carrying value of the associate. Any impairment is recognised in the Consolidated income statement when there is objective evidence a loss has been incurred. It is measured as the amount by which the carrying amount of the investment in entities exceeds the recoverable amount. 5.3 PARENT ENTITY INFORMATION (a) Statement of comprehensive income – AMP Limited entity Dividends interest from controlled entities and net gains or losses on financial assets 1 Share of profit or loss of associates accounted for using the equity method Impairment of investments in controlled entities Service fee revenue Operating expenses Finance costs Income tax credit 2 Loss for the year Total comprehensive loss for the year 1 Dividend income from controlled entities $169m (2020: $413m) is not assessable for tax purposes. 2 Income tax credit includes $nil (2020: $nil) utilisation of previously unrecognised tax losses. 2021 $m 185 14 52 (109) (450) (37) 43 (302) (302) 2020 $m 427 12 33 10 (39) 20 (2,295) (1,832) (1,832) 5.2 INVESTMENTS IN ASSOCIATES CONTINUED 5.3 PARENT ENTITY INFORMATION CONTINUED ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT (b) Statement of financial position – AMP Limited entity Current assets Cash and cash equivalents Receivables and prepayments 1 Current tax assets Loans and advances to subsidiaries Investments in other financial assets Non-current assets Investments in controlled entities Investments in associates Loans and advances to subsidiaries Deferred tax assets 2 Total assets Current liabilities Payables 1 Current tax liabilities Provisions Subordinated debt 3 Non-current liabilities Subordinated debt 3 Deferred tax liabilities Total liabilities Net assets Equity – AMP Limited entity Contributed equity Share-based payment reserve Other reserve Retained earnings 4 Total equity 2021 $m 2020 $m 64 160 201 – 63 16 141 153 570 – 5,359 5,336 427 500 177 358 250 52 6,951 6,876 1,129 66 90 250 523 – 2,058 4,893 395 70 2 265 772 10 1,514 5,362 10,206 10,402 32 14 (5,359) 4,893 27 (10) (5,057) 5,362 1 Receivables and payables include tax-related amounts receivable from subsidiaries $155m (2020: $97m) and payable to subsidiaries $614m (2020: $359m). 2 Deferred tax assets include amounts recognised for losses available for offset against future taxable income $nil (2020: $43m). 3 The AMP Limited entity is the issuer of: AMP Wholesale Capital Notes; AMP Capital Notes, AMP Capital Notes 2, AMP Subordinated Notes and AMP Notes 3. Further information on these is provided in note 3.2. 4 Changes in retained earnings comprise $302m loss (2020: $1,832m loss) for the year less dividends paid of $nil (2020: $343m). (c) Contingent liabilities of the AMP Limited entity The AMP Limited entity has entered into deeds to provide capital maintenance and liquidity support to AMP Bank Limited. At the reporting date, the likelihood of any outflow in settlement of these obligations is considered remote. 143 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 144 Notes to the financial statements for the year ended 31 December 2021 5.4 RELATED PARTY DISCLOSURES (a) Key management personnel Compensation of key management personnel Short-term benefits Post-employment benefits Share-based payments Other long-term benefits Termination benefits Total 2021 $’000 10,215 198 11,947 217 2,777 25,354 2020 $’000 12,537 454 10,767 728 3,143 27,629 Compensation of the group’s key management personnel includes salaries, non-cash benefits and contributions to the post-employment defined benefit plans (refer to note 4.1). Executive officers also participate in share-based incentive programs (refer to note 4.2). The amounts disclosed in the table are recognised as an expense during the reporting period. Loans to key management personnel Loans to key management personnel and their related parties are provided by AMP Bank and are on similar terms and conditions generally available to other employees within the group. No guarantees are given or received in relation to these loans. Loans have been made to five key management personnel and their related parties. Details of these loans are: Balance as at the beginning of the year Net (repayments) advances Balance as at the end of the year Interest charged 2021 $’000 3,751 1,474 5,225 69 2020 $’000 9,212 (174) 9,038 203 Key management personnel access to AMP’s products From time to time, key management personnel or their related entities may have had access to certain AMP products and services such as investment products, personal banking and financial investment services. These products and services are offered to key management personnel on the same terms and conditions as those entered into by other group employees or customers. 144 Notes to the financial statements for the year ended 31 December 2021 (a) Key management personnel Compensation of key management personnel Short-term benefits Post-employment benefits Share-based payments Other long-term benefits Termination benefits Total 2021 $’000 10,215 198 11,947 217 2,777 25,354 2020 $’000 12,537 454 10,767 728 3,143 27,629 2021 $’000 3,751 1,474 5,225 69 2020 $’000 9,212 (174) 9,038 203 Compensation of the group’s key management personnel includes salaries, non-cash benefits and contributions to the post-employment defined benefit plans (refer to note 4.1). Executive officers also participate in share-based incentive programs (refer to note 4.2). The amounts disclosed in the table are recognised as an expense during the reporting period. Loans to key management personnel Loans to key management personnel and their related parties are provided by AMP Bank and are on similar terms and conditions generally available to other employees within the group. No guarantees are given or received in relation to these loans. Loans have been made to five key management personnel and their related parties. Details of these loans are: Balance as at the beginning of the year Net (repayments) advances Balance as at the end of the year Interest charged Key management personnel access to AMP’s products From time to time, key management personnel or their related entities may have had access to certain AMP products and services such as investment products, personal banking and financial investment services. These products and services are offered to key management personnel on the same terms and conditions as those entered into by other group employees or customers. 5.4 RELATED PARTY DISCLOSURES 5.4 RELATED PARTY DISCLOSURES CONTINUED (b) Transactions with related parties Transactions with non-executive directors Some of the non-executive directors hold directorships or positions in other companies or organisations. AMP may provide or receive services from these companies or organisations negotiated based on arm’s length terms. None of the non-executive directors were, or are, involved in any procurement or board decision making regarding the companies or organisations with which they have an association. Transactions with Resolution Life Australasia Transactions during the period involve activities in conjunction with the sale of the WP and mature businesses to Resolution Life Australasia. To facilitate the transition of these businesses to new ownership, the group provides operational services under a Transitional Services Agreement (TSA). Fees charged under the TSA are in accordance with negotiated terms equivalent to those that prevail in arm’s length transactions. The group also provides Resolution Life Australasia with investment management and advice-related services in the normal course of business. Resolution Life Australasia currently has funds on deposit with AMP Bank for which interest expense has been incurred and accrued for by the group. Transactions with other associates The group provides investment management and banking services under general service level agreements with other associates as well as support to financial advice practices. Dividends were received from associates. Transactions with investment entities In conjunction with the establishment of new investment funds managed by AMP Capital or other group associates, the group, from time to time, invests seed and sponsor capital. The structure of the fund or the group’s level of ownership may result in the fund being treated as an associate of the group. See note 5.2 for details of the group’s associates. Management fees are earned by AMP or its associates for managing and administering these investment funds. All transactions between the group, its associates and the funds are on an arm’s length basis. ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Short-term benefits – Liabilities arising in respect of salaries and wages and any other employee entitlements expected to be settled within 12 months of the reporting date are measured at their nominal amounts. Post-employment benefits – Defined contribution funds – The contributions paid and payable by the AMP group to defined contributions funds are recognised in the Consolidated income statement as an operating expense when they fall due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. Share-based payments – Refer to note 4.2. Other long-term benefits – Other employee entitlements are measured at the present value of the estimated future cash outflows to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, discount rates are determined with reference to market yields at the end of the reporting period on high quality corporate bonds or, in countries where there is no deep market in such bonds, by using market yields at the end of the period on government bonds. 145 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 146 Notes to the financial statements for the year ended 31 December 2021 6 SECTION OTHER DISCLOSURES This section includes disclosures other than those covered in the previous sections, required for the AMP group to comply with the accounting standards and pronouncements. 6.1 Notes to Consolidated statement of cash flows 6.2 Commitments 6.3 Right of use assets and lease liabilities 6.4 Provisions and contingent liabilities 6.5 Auditors’ remuneration 6.6 New accounting standards 6.7 Events occurring after reporting date 6.1 NOTES TO CONSOLIDATED STATEMENT OF CASH FLOWS (a) Reconciliation of cash flow from operating activities Net (loss)/profit after income tax Depreciation of operating assets Amortisation and impairment of intangibles Investment (losses)/gains and movements in external unitholders' liabilities Dividend and distribution income received/(reinvested) Share-based payments Decrease in receivables, intangibles and other assets (Decrease)/increase in guarantee liabilities Decrease in net policy liabilities Increase/(decrease) in income tax balances Increase in deposits, other payables and provisions Net cash provided by/(used in) operating activities (b) Reconciliation of cash Comprises: Cash and cash equivalents Cash included in assets held for sale Short-term bills and notes (included in Debt securities) Cash and cash equivalents for the purpose of the Statement of cash flows 2021 $m (254) 62 227 (187) 121 14 174 (66) – (18) 1,616 1,689 2021 $m 2,916 21 107 3,044 2020 $m 194 74 144 7,846 (1,223) 9 281 30 (10,506) (1,136) 1,545 (2,742) 2020 $m 2,428 – 225 2,653 ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Cash and cash equivalents Cash and cash equivalents comprise cash-on-hand that is available on demand and deposits that are held at call with financial institutions. Cash and cash equivalents are measured at fair value, being the principal amount. For the purpose of the Consolidated statement of cash flows, Cash and cash equivalents also include other highly liquid investments not subject to significant risk of change in value, with short periods to maturity, net of outstanding bank overdrafts. Bank overdrafts are shown within Interest-bearing liabilities in the Consolidated statement of financial position. 146 Notes to the financial statements for the year ended 31 December 2021 This section includes disclosures other than those covered in the previous sections, required for the AMP group to comply with the accounting standards and pronouncements. 6.1 Notes to Consolidated statement of cash flows 6 SECTION OTHER DISCLOSURES 6.2 Commitments 6.3 Right of use assets and lease liabilities 6.4 Provisions and contingent liabilities 6.5 Auditors’ remuneration 6.6 New accounting standards 6.7 Events occurring after reporting date 6.1 NOTES TO CONSOLIDATED STATEMENT OF CASH FLOWS 6.2 COMMITMENTS (a) Commitments for leases not yet commenced The future lease payments for which the group is committed but the leases have not yet commenced as at 31 December 2021 are $734m (2020: $735m). Lease commitments do not include non-lease components per AMP’s accounting policy based on AASB 16 Leases. (b) Buy-back arrangements Historically, AMP has had contractual arrangements with financial advice businesses in AMP’s aligned advice network to purchase their client registers at agreed multiples to revenue subject to certain conditions being met. These buy-back arrangements included arrangements known as Buyer of Last Resort (BOLR). Advice businesses must register their intention to invoke buy-back arrangements, which have six to 18-month lead times and are subject to audit prior to finalising the purchase price. On 26 July 2021, as part of the new Licensee commercial terms, AMP announced the conclusion of these client register buy-back arrangements, with eligible practices able to register their intention to invoke buy-back arrangements through 31 December 2021. The pipeline of buy-back arrangements where an intention to invoke has been registered by 31 December 2021 is $42m (2020: $89m), all of which relates to arrangements expected to settle in the next 18 months. The commitment value reflects the unaudited value as advised by the advice businesses. AMP’s experience is that the ultimate purchase price after audit is typically less than the initially advised value and not all of the buy-back progress to completion. Over the 12 months ended 31 December 2021, $54m was paid for executed buy-back arrangements. Where a notice of intention to invoke the buy-back arrangement has been received by 31 December 2021 and AMP has concluded that the purchase price of the register exceeds the value of the client register to AMP, or where ongoing service arrangements would be unable to be serviced or sold, a provision has been raised for the difference. Refer to note 6.4 for further details. (a) Reconciliation of cash flow from operating activities (c) Investment commitments Investment (losses)/gains and movements in external unitholders' liabilities Net (loss)/profit after income tax Depreciation of operating assets Amortisation and impairment of intangibles Dividend and distribution income received/(reinvested) Share-based payments Decrease in receivables, intangibles and other assets (Decrease)/increase in guarantee liabilities Decrease in net policy liabilities Increase/(decrease) in income tax balances Increase in deposits, other payables and provisions Net cash provided by/(used in) operating activities (b) Reconciliation of cash Comprises: Cash and cash equivalents Cash included in assets held for sale Short-term bills and notes (included in Debt securities) Cash and cash equivalents for the purpose of the Statement of cash flows 2021 $m (254) 62 227 (187) 121 14 174 (66) – (18) 1,616 1,689 2021 $m 2,916 21 107 3,044 2020 $m 194 74 144 7,846 (1,223) 9 281 30 (10,506) (1,136) 1,545 (2,742) 2020 $m 2,428 – 225 2,653 At 31 December 2021 AMP Capital Finance Limited, a controlled entity of AMP Limited, had uncalled investment commitments of $452m (2020: $217m) in relation to certain funds managed by AMP Capital. Subsequent to the reporting date, $nil of this committed capital was invested by AMP Capital Finance Limited into AMP Capital managed funds. These investment commitments will only be called when suitable investment opportunities arise, and the exact timeline could not be specified. (d) AMP Bank credit-related commitments At 31 December 2021 AMP Bank had credit-related commitments of $3,702m (2020: $3,398m), which include undrawn balances on customer approved limits as well as loan offers pending signing by customers and signed loan contracts pending settlement. The bank expects that not all of the credit-related commitments will be drawn before their contractual expiry. 6.3 RIGHT OF USE ASSETS AND LEASE LIABILITIES The AMP group adopted AASB 16 Leases (AASB 16) from 1 January 2019. Per AASB 16, the group recognises leases on balance sheet as lease liabilities except for short-term leases and leases of low value, with corresponding right of use assets being recognised on balance sheet as well. (a) Right of use assets The main type of ROU asset recognised by the group is buildings. The following table details the carrying amount of the ROU assets at 31 December 2021 and the movements during the year. Balance at the beginning of the year Derecognitions during the year Impairment expense Depreciation expense Foreign currency exchange rate changes and other Transferred to assets held for sale Balance at the end of the year 2021 $m 174 (20) (12) (45) 2 (3) 96 2020 $m 245 (5) (11) (51) (4) – 174 ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Cash and cash equivalents Cash and cash equivalents comprise cash-on-hand that is available on demand and deposits that are held at call with financial institutions. Cash and cash equivalents are measured at fair value, being the principal amount. For the purpose of the Consolidated statement of cash flows, Cash and cash equivalents also include other highly liquid investments not subject to significant risk of change in value, with short periods to maturity, net of outstanding bank overdrafts. Bank overdrafts are shown within Interest-bearing liabilities in the Consolidated statement of financial position. 147 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 148 Notes to the financial statements for the year ended 31 December 2021 6.3 RIGHT OF USE ASSETS AND LEASE LIABILITIES CONTINUED (b) Lease liabilities The following table details the carrying amount of lease liabilities at 31 December 2021 and the movements during the year. Balance at the beginning of the year Derecognitions during the year Interest expense Payments made Foreign currency exchange rate changes and other Transferred to liabilities held for sale Balance at the end of the year 2021 $m 211 (26) 7 (56) 2 (3) 135 2020 $m 266 (7) 10 (54) (4) – 211 The AMP group paid $4m (2020: $8m) in relation to short-term leases and $nil (2020: $1m) in relation to variable lease payments. The total cash outflow for leases in 2021 was $60m (2020: $63m). ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT At inception, the AMP group assesses whether a contract is or contains a lease. Such assessment involves the application of judgement as to whether: – – – the contract involves the use of an identified asset; the group obtains substantially all the economic benefits from the asset; and the group has the right to direct the use of the asset. It is AMP’s policy to separate non-lease components when recognising the lease liability. The group recognises a Right of Use (ROU) asset and a lease liability at the lease commencement date. The ROU asset is initially measured as the present value of future lease payments, plus initial direct costs and restoration costs of the underlying asset, less any lease incentives received. The ROU asset is depreciated over the shorter of the lease term and the useful life of the underlying asset. The ROU asset is tested for impairment if there is an indicator, and is adjusted for certain remeasurements of the lease liability. A lease liability is initially measured at the present value of future lease payments discounted using the group’s incremental borrowing rate. Lease payments generally include fixed payments and variable payments that depend on an index, eg CPI. A lease liability is remeasured when there is a change in future lease payments from a change in an index, or if the group’s assessment of whether an option will be exercised changes. Interest expense on lease liabilities is recognised within finance costs in the Consolidated income statement. The group has elected not to recognise ROU assets and lease liabilities for leases where the lease term is less than or equal to 12 months. Payments for such leases are recognised as an expense on a straight-line basis over the lease term. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The group recognises lease liabilities and corresponding ROU assets for all leases where the group is a lessee, except for short term leases and leases where the underlying asset is of low value. Management applies judgement in identifying and measuring lease liabilities and assessing impairment indicators for ROU assets which includes: – – – – – assessing whether a contract contains a lease; determining lease term and incremental borrowing rate; separating lease and non-lease components; assessing lease modification vis-a-vis new lease; assessing the usage of ROU assets and the associated benefits. 6.3 RIGHT OF USE ASSETS AND LEASE LIABILITIES CONTINUED 6.4 PROVISIONS AND CONTINGENT LIABILITIES (b) Lease liabilities The following table details the carrying amount of lease liabilities at 31 December 2021 and the movements during the year. (a) Provisions Client remediation Buy-back arrangements Compliance and regulatory 1 Obligations relating to corporate reorganisation Other 2 Total provisions 2021 $m 87 20 44 138 299 588 2020 $m 579 67 20 253 137 1,056 (b) Movements in provisions Balance at the beginning of the year Net provisions made during the year Provisions used during the year Transferred to liabilities held for sale Balance at the end of the year Client remediation $m Buy-back arrangements $m Compliance and regulatory 1 $m Obligations relating to corporate reorganisation $m Other 2 $m Total $m 579 32 (524) – 87 67 – (47) – 20 20 27 (3) – 44 253 127 (101) (141) 138 137 277 (115) – 299 1,056 463 (790) (141) 588 1 Includes provisions related to APRA enforceable undertaking. 2 Other provisions include provisions for onerous lease arrangements, deferred payments relating to purchase of client registers, make-good provisions relating to rental premises and other operational provisions. $8m (2020:$16m) is expected to be settled more than 12 months from the reporting date. 148 Notes to the financial statements for the year ended 31 December 2021 Balance at the beginning of the year Derecognitions during the year Interest expense Payments made Foreign currency exchange rate changes and other Transferred to liabilities held for sale Balance at the end of the year 2021 $m 211 (26) 7 (56) 2 (3) 135 2020 $m 266 (7) 10 (54) (4) – 211 The AMP group paid $4m (2020: $8m) in relation to short-term leases and $nil (2020: $1m) in relation to variable lease payments. The total cash outflow for leases in 2021 was $60m (2020: $63m). ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT At inception, the AMP group assesses whether a contract is or contains a lease. Such assessment involves the application of judgement as to whether: – – – the contract involves the use of an identified asset; the group obtains substantially all the economic benefits from the asset; and the group has the right to direct the use of the asset. It is AMP’s policy to separate non-lease components when recognising the lease liability. The group recognises a Right of Use (ROU) asset and a lease liability at the lease commencement date. The ROU asset is initially measured as the present value of future lease payments, plus initial direct costs and restoration costs of the underlying asset, less any lease incentives received. The ROU asset is depreciated over the shorter of the lease term and the useful life of the underlying asset. The ROU asset is tested for impairment if there is an indicator, and is adjusted for certain remeasurements of the lease liability. A lease liability is initially measured at the present value of future lease payments discounted using the group’s incremental borrowing rate. Lease payments generally include fixed payments and variable payments that depend on an index, eg CPI. A lease liability is remeasured when there is a change in future lease payments from a change in an index, or if the group’s assessment of whether an option will be exercised changes. Interest expense on lease liabilities is recognised within finance costs in the Consolidated income statement. The group has elected not to recognise ROU assets and lease liabilities for leases where the lease term is less than or equal to 12 months. Payments for such leases are recognised as an expense on a straight-line basis over the lease term. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The group recognises lease liabilities and corresponding ROU assets for all leases where the group is a lessee, except for short term leases and leases where the underlying asset is of low value. Management applies judgement in identifying and measuring lease liabilities and assessing impairment indicators for ROU assets which includes: – – – – – assessing whether a contract contains a lease; determining lease term and incremental borrowing rate; separating lease and non-lease components; assessing lease modification vis-a-vis new lease; assessing the usage of ROU assets and the associated benefits. 149 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 150 Notes to the financial statements for the year ended 31 December 2021 6.4 PROVISIONS AND CONTINGENT LIABILITIES CONTINUED ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Provisions Provisions are recognised when: – – – the AMP group has a present obligation (legal or constructive) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The group recognises a provision where a legal or constructive obligation exists at the balance sheet date and a reliable estimate can be made of the likely outcome. Provisions are reviewed on a regular basis and adjusted for management’s best estimates, however significant judgement is required to estimate likely outcomes and future cash flows. The judgemental nature of these items means that future amounts settled may be different from those provided for. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. For provisions other than employee entitlements, the discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. A contingent liability is disclosed where a legal or constructive obligation is possible, but not probable; or where the obligation is probable, but the financial impact of the event is unable to be reliably estimated. From time to time, the AMP group may incur obligations or suffer financial loss arising from litigation or contracts entered into in the normal course of business, including guarantees issued by the parent for performance obligations of controlled entities in the AMP group. Legal proceedings threatened against AMP may also, if filed, result in AMP incurring obligations or suffering financial loss. A contingent liability exists in relation to actual and likely potential legal proceedings. Where it is determined that the disclosure of information in relation to a contingent liability can be expected to seriously prejudice the position of the AMP group (or its insurers) in a dispute, accounting standards allow the AMP group not to disclose such information. It is the AMP group’s policy that such information is not disclosed in this note. Industry and regulatory compliance investigations AMP is subject to review from time to time by regulators, both in Australia and offshore. In Australia, AMP’s principal regulators are APRA, ASIC and AUSTRAC, although other government agencies may have jurisdiction depending on the circumstances. The reviews and investigations conducted by regulators may be industry-wide or specific to AMP and the outcomes of those reviews and investigations can vary and may lead to the imposition of penalties, for example, variations or restrictions to licences, the compensation of clients, enforceable undertakings or recommendations and directions for AMP to enhance its control framework, governance and systems. AMP also performs internal investigations to determine, amongst other things, where clients or other stakeholders, including employees, may have been disadvantaged. In some instances, compensation has been paid and where the results of our reviews have reached the point that compensation is likely and can be reliably estimated then a provision has been raised. Client remediation Since 2018 AMP has been actively engaged in a large-scale customer review and remediation program. This program was established to identify and compensate clients who have suffered loss or detriment as a result of either: – inappropriate advice from their adviser; or – where clients have been charged an advice service fee without the provision of financial advice services (or insufficient evidence of the provision of financial advice services). AMP has completed the review of all in scope customers and the majority of remediation payments have been made to date with a remaining $60m provision held at 31 December 2021. Remaining payments are targeted to complete in the first half of 2022. Provisions for client remediation do not include amounts for potential recoveries from advisers and insurers. 150 Notes to the financial statements for the year ended 31 December 2021 ACCOUNTING POLICY – RECOGNITION AND MEASUREMENT Provisions Provisions are recognised when: – – – the AMP group has a present obligation (legal or constructive) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The group recognises a provision where a legal or constructive obligation exists at the balance sheet date and a reliable estimate can be made of the likely outcome. Provisions are reviewed on a regular basis and adjusted for management’s best estimates, however significant judgement is required to estimate likely outcomes and future cash flows. The judgemental nature of these items means that future amounts settled may be different from those provided for. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. For provisions other than employee entitlements, the discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. A contingent liability is disclosed where a legal or constructive obligation is possible, but not probable; or where the obligation is probable, but the financial impact of the event is unable to be reliably estimated. From time to time, the AMP group may incur obligations or suffer financial loss arising from litigation or contracts entered into in the normal course of business, including guarantees issued by the parent for performance obligations of controlled entities in the AMP group. Legal proceedings threatened against AMP may also, if filed, result in AMP incurring obligations or suffering financial loss. A contingent liability exists in relation to actual and likely potential legal proceedings. Where it is determined that the disclosure of information in relation to a contingent liability can be expected to seriously prejudice the position of the AMP group (or its insurers) in a dispute, accounting standards allow the AMP group not to disclose such information. It is the AMP group’s policy that such information is not disclosed in this note. Industry and regulatory compliance investigations AMP is subject to review from time to time by regulators, both in Australia and offshore. In Australia, AMP’s principal regulators are APRA, ASIC and AUSTRAC, although other government agencies may have jurisdiction depending on the circumstances. The reviews and investigations conducted by regulators may be industry-wide or specific to AMP and the outcomes of those reviews and investigations can vary and may lead to the imposition of penalties, for example, variations or restrictions to licences, the compensation of clients, enforceable undertakings or recommendations and directions for AMP to enhance its control framework, governance and systems. AMP also performs internal investigations to determine, amongst other things, where clients or other stakeholders, including employees, may have been disadvantaged. In some instances, compensation has been paid and where the results of our reviews have reached the point that compensation is likely and can be reliably estimated then a provision has been raised. Client remediation Since 2018 AMP has been actively engaged in a large-scale customer review and remediation program. This program was established to identify and compensate clients who have suffered loss or detriment as a result of either: – inappropriate advice from their adviser; or of the provision of financial advice services). – where clients have been charged an advice service fee without the provision of financial advice services (or insufficient evidence AMP has completed the review of all in scope customers and the majority of remediation payments have been made to date with a remaining $60m provision held at 31 December 2021. Remaining payments are targeted to complete in the first half of 2022. Provisions for client remediation do not include amounts for potential recoveries from advisers and insurers. 6.4 PROVISIONS AND CONTINGENT LIABILITIES CONTINUED 6.4 PROVISIONS AND CONTINGENT LIABILITIES CONTINUED OTHER MATTERS In addition to the inappropriate advice and advice service fee reviews mentioned above, other reviews, as part of ongoing monitoring and supervision activities, have been performed. These reviews are ongoing and where the reviews have identified instances of clients having suffered loss or detriment, compensation has been paid. As at 31 December 2021, provisions and project costs of $27m have been recognised for the estimated compensation due to clients, including lost earnings for these matters. These provisions are judgemental and the actual compensation to clients could vary from the amounts provided. Buy-back arrangement Historically, AMP has had contractual arrangements with financial advice businesses in AMP’s aligned advice network to purchase their client registers at agreed multiples to revenue subject to certain conditions being met. These buy-back arrangements included arrangements known as Buyer of Last Resort (BOLR). On 26 July 2021, as part of the new Licensee commercial terms, AMP announced the conclusion of these client register buy-back arrangements, with eligible practices able to register their intention to invoke buy-back arrangements on or before 31 December 2021. Where a notice of intention to invoke the buy-back arrangement has been received and AMP has concluded that the purchase price of the register exceeds the value of the client register to AMP, or where ongoing service arrangements would be unable to be serviced or sold, a provision has been raised for the difference. The provision is judgemental and the actual resulting loss incurred upon settlement of the arrangements may vary from the provision. Contingent liabilities for future buy-backs, where no notification was received on or before 31 December 2021, no longer remain following the cessation of the buy-back arrangements. Litigation SHAREHOLDER CLASS ACTIONS During May and June 2018, AMP Limited was served with five competing shareholder class actions, one filed in the Supreme Court of NSW and the others filed in the Federal Court of Australia. The actions follow the financial advice hearing block in the Royal Commission in April 2018 and allege breaches by AMP Limited of its continuous disclosure obligations. Each action is on behalf of shareholders who acquired an interest in AMP Limited shares over a specified time period. Subsequently, the four proceedings commenced in the Federal Court of Australia were transferred to the Supreme Court of NSW. The Supreme Court of NSW determined that a consolidated class action (of two of the class actions) should continue, and the other three proceedings were permanently stayed. Following various appeals (including to the High Court of Australia), the consolidated class action continues. AMP Limited has filed its defence to the proceedings. The claims are yet to be quantified and participation has not been determined. Currently it is not possible to determine the ultimate impact of these claims, if any, upon AMP. AMP Limited is defending these actions. SUPERANNUATION CLASS ACTIONS During May and June 2019, certain subsidiaries of AMP Limited, namely, N.M. Superannuation Proprietary Limited (NM Super), AMP Superannuation Limited (AMP Super), NMMT Limited and AMP Services Limited (AMP Services), were served with two class actions in the Federal Court of Australia. The first of those class actions relates to the fees charged to members of certain of AMP superannuation funds. The second of those actions relates to the fees charged to members, and interest rates received and fees charged on cash-only fund options. The two proceedings were brought on behalf of certain superannuation clients and their beneficiaries. Subsequently, the Federal Court ordered that the two proceedings be consolidated into one class action. The AMP respondents have filed defences to the proceedings. The claims are yet to be quantified and participation has not been determined. Currently, it is not possible to determine the ultimate impact of these claims, if any, upon AMP. The proceedings are being defended. FINANCIAL ADVISER CLASS ACTION In July 2020, a subsidiary of AMP Limited, namely, AMP Financial Planning Pty Limited (AMPFP), was served with a class action in the Federal Court of Australia. The proceeding is brought on behalf of certain financial advisers who are or have been authorised by AMPFP. The claim relates to changes made by AMPFP to its Buyer of Last Resort policy in 2019. The claim is yet to be quantified and participation has not been determined. Currently it is not possible to determine the ultimate impact of this claim, if any, upon AMP. AMPFP has filed its defence to the proceedings, and AMPFP is confident in the actions it took in 2019 and is defending the proceeding accordingly. COMMISSIONS FOR ADVICE AND INSURANCE ADVICE CLASS ACTION In July 2020, certain subsidiaries of AMP Limited, namely, AMPFP and Hillross Financial Services Limited (Hillross) were served with a class action in the Federal Court of Australia. The class action related to advice provided by some aligned financial advisers in respect of certain life and other insurance products. Subsequently, in August 2020, AMP Limited, and certain subsidiaries of AMP Limited, namely, AMPFP, Hillross and Charter Financial Planning Limited (Charter), were served with a class action in the Federal Court of Australia. The class action primarily related to the payment of commissions to some aligned financial advisers in respect of certain life insurance and other products and in respect of allegations of charging of fees where advice services were not provided. In December 2020, the Federal Court ordered that these two class actions be consolidated. The AMP respondents have filed a defence to the proceedings. The claim is yet to be quantified and participation has not been determined. Currently, it is not possible to determine the ultimate impact of this claim, if any, upon AMP. The proceedings are being defended. 151 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 152 Notes to the financial statements for the year ended 31 December 2021 6.4 PROVISIONS AND CONTINGENT LIABILITIES CONTINUED ASIC CIVIL PENALTY PROCEEDINGS IN RESPECT OF DECEASED CUSTOMERS Certain subsidiaries of AMP Limited, namely, AMPFP, NM Super, AMP Super and AMP Services, are the subject of proceedings brought by ASIC on 26 May 2021. The proceedings allege contraventions of the Corporations Act 2001 (Cth) (Corporations Act) and the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act) relating to the alleged charging and retention of insurance premiums and advice service fees following the death of members of superannuation funds in the period between 26 May 2015 and 31 August 2019. ASIC’s claim is in respect of 2,069 deceased members affected by the retention of premiums, and 27 deceased members affected by the retention of advice fees. AMP has completed remediation for customers identified as being affected by such instances. ASIC is seeking declarations of contraventions of various sections of the Corporations Act and ASIC Act and orders for the payment of pecuniary penalties and other consequential orders. The AMP respondents have filed a defence to the proceedings. Currently, it is not possible to determine the ultimate impact of this claim upon AMP. ASIC CIVIL PENALTY PROCEEDINGS IN RESPECT OF PLAN SERVICE FEES Certain subsidiaries of AMP Limited, namely, AMPFP, Hillross, Charter, AMP Super and AMP Services, are the subject of proceedings brought by ASIC on 29 July 2021. The proceedings allege contraventions of the Corporations Act and the ASIC Act relating to the alleged charging and retention of plan service fees following members of superannuation funds delinking from their corporate super plan into a retail account in the period between 31 July 2015 and 30 June 2019. ASIC’s claim is in respect of around 1500 members affected by the retention of plan service fees. AMP has completed remediation for customers identified as being affected by such instances. ASIC is seeking declarations of contraventions of various sections of the Corporations Act and ASIC Act and orders for the payment of pecuniary penalties and other consequential orders. The AMP respondents have filed a defence to the proceedings. Currently, it is not possible to determine the ultimate impact of this claim upon AMP. ADDRESSING HISTORICAL MATTERS THROUGH REGULATOR ACTIONS AMP has been working through a number of historical matters raised at the Royal Commission and elsewhere, and since 2018, has been taking action to strengthen controls, accountability and processes, improve compliance and risk management, and remediate impacted customers. In 2021, AMP’s Superannuation Trustees (AMP Superannuation Limited and N.M. Superannuation Proprietary Limited) entered into an enforceable undertaking (EU) with APRA for historical matters in the Superannuation business. APRA has acknowledged that AMP has addressed and completed remediation for several matters, and at the completion of this EU, AMP envisages that all outstanding matters referred to APRA by the Financial Services Royal Commission will be concluded. INDEMNITIES AND WARRANTIES TO RESOLUTION LIFE Under the terms of the sale agreement for the sale of the wealth protection and mature businesses to Resolution Life Australia Pty Ltd (Resolution Life), AMP has given certain covenants, warranties and indemnities in favour of Resolution Life in connection with the transaction. A breach of these covenants or warranties, or the triggering of an indemnity, may result in AMP being liable for some future payments to Resolution Life. Management’s best estimate of future payments for these indemnities and warranties has been recognised within these financial statements where they can be reliably estimated. There remain other indemnities and warranties for which no provision has been recognised and a contingent liability exists should such indemnities and warranties be called upon or where actual outcomes differ from management’s expectations. 152 Notes to the financial statements for the year ended 31 December 2021 ASIC CIVIL PENALTY PROCEEDINGS IN RESPECT OF DECEASED CUSTOMERS Certain subsidiaries of AMP Limited, namely, AMPFP, NM Super, AMP Super and AMP Services, are the subject of proceedings brought by ASIC on 26 May 2021. The proceedings allege contraventions of the Corporations Act 2001 (Cth) (Corporations Act) and the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act) relating to the alleged charging and retention of insurance premiums and advice service fees following the death of members of superannuation funds in the period between 26 May 2015 and 31 August 2019. ASIC’s claim is in respect of 2,069 deceased members affected by the retention of premiums, and 27 deceased members affected by the retention of advice fees. AMP has completed remediation for customers identified as being affected by such instances. ASIC is seeking declarations of contraventions of various sections of the Corporations Act and ASIC Act and orders for the payment of pecuniary penalties and other consequential orders. The AMP respondents have filed a defence to the proceedings. Currently, it is not possible to determine the ultimate impact of this claim upon AMP. ASIC CIVIL PENALTY PROCEEDINGS IN RESPECT OF PLAN SERVICE FEES Certain subsidiaries of AMP Limited, namely, AMPFP, Hillross, Charter, AMP Super and AMP Services, are the subject of proceedings brought by ASIC on 29 July 2021. The proceedings allege contraventions of the Corporations Act and the ASIC Act relating to the alleged charging and retention of plan service fees following members of superannuation funds delinking from their corporate super plan into a retail account in the period between 31 July 2015 and 30 June 2019. ASIC’s claim is in respect of around 1500 members affected by the retention of plan service fees. AMP has completed remediation for customers identified as being affected by such instances. ASIC is seeking declarations of contraventions of various sections of the Corporations Act and ASIC Act and orders for the payment of pecuniary penalties and other consequential orders. The AMP respondents have filed a defence to the proceedings. Currently, it is not possible to determine the ultimate impact of this claim upon AMP. ADDRESSING HISTORICAL MATTERS THROUGH REGULATOR ACTIONS AMP has been working through a number of historical matters raised at the Royal Commission and elsewhere, and since 2018, has been taking action to strengthen controls, accountability and processes, improve compliance and risk management, and remediate impacted customers. In 2021, AMP’s Superannuation Trustees (AMP Superannuation Limited and N.M. Superannuation Proprietary Limited) entered into an enforceable undertaking (EU) with APRA for historical matters in the Superannuation business. APRA has acknowledged that AMP has addressed and completed remediation for several matters, and at the completion of this EU, AMP envisages that all outstanding matters referred to APRA by the Financial Services Royal Commission will be concluded. INDEMNITIES AND WARRANTIES TO RESOLUTION LIFE Under the terms of the sale agreement for the sale of the wealth protection and mature businesses to Resolution Life Australia Pty Ltd (Resolution Life), AMP has given certain covenants, warranties and indemnities in favour of Resolution Life in connection with the transaction. A breach of these covenants or warranties, or the triggering of an indemnity, may result in AMP being liable for some future payments to Resolution Life. Management’s best estimate of future payments for these indemnities and warranties has been recognised within these financial statements where they can be reliably estimated. There remain other indemnities and warranties for which no provision has been recognised and a contingent liability exists should such indemnities and warranties be called upon or where actual outcomes differ from management’s expectations. 6.4 PROVISIONS AND CONTINGENT LIABILITIES CONTINUED 6.5 AUDITORS’ REMUNERATION Audit and review services – Group – Controlled entities Total audit and review services remuneration Statutory assurance services Other assurance services - audit related Other assurance services - non-audit related 1 Total assurance services remuneration 2021 $'000 1,691 3,074 4,765 285 1,154 1,667 3,106 2020 $'000 1,444 3,901 5,345 351 1,097 156 1,604 Total audit, review and assurance services remuneration 7,871 6,949 Other non-audit services Taxation and compliance services 1 Other services Total other non-audit services remuneration Total auditors' remuneration 2 503 1,109 1,612 84 425 509 9,483 7,458 1 Increase in fees in 2021 relates primarily to additional services performed for the Private Markets demerger. 2 Total amount excludes fees paid or payable for Trust and Fund audit/non-audit and/or review services for entities not consolidated into the group. Total fees excluded are $7,872k (2020: $10,520k) of which $383k (2020: $572k) is for non-audit services. Statutory assurance services relate to AFSL audits and certain APRA reporting assurance required to be performed by the statutory auditor. Other assurance services – audit related primarily relate to other compliance reporting, compliance plan audits, derivative risk statement assurance and internal controls reviews. Other assurance services – non-audit related include IT reviews, operational review and compliance engagements. Other services include transaction support, risk management reviews and benchmarking services. 153 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 154 Notes to the financial statements for the year ended 31 December 2021 6.6 NEW ACCOUNTING STANDARDS (a) New and amended accounting standards adopted by the AMP group A number of new accounting standards amendments have been adopted effective 1 January 2021. These have not had a material effect on the financial position or performance of the AMP group other than as described below. Interest Rate Benchmark Reform Transition from Interbank Offered Rates (IBORs), primarily but not exclusively the London Interbank Offered Rate (LIBOR), to Alternative Reference Rates (ARR) has been an area of ongoing industry focus with regulators signalling the need to use alternative benchmark rates. A number of benchmark rates have been discontinued requiring transition to alternate benchmarks across a broad array of financial products, including any IBOR-based securities, loans and other financial products. AMP has successfully completed its IBOR transition activities during the year ended 31 December 2021. Key activity included: – transitioning impacted financial contracts utilising International Swaps and Derivative Association fall back protocols and via bilateral re-negotiation, – monitoring local and international regulatory guidance for the transition from IBORs to Risk Free Rate benchmarks, – engaging with regulators on the group’s transition plans and contributing to industry wide forums, and – working closely with industry bodies to understand and manage the risks and impacts of transition on our businesses. The most significant interest rate benchmark to which the group is exposed is the Bank Bill Swap Rate (BBSW). As a result, the IBOR reforms, in conjunction with the practical expedients provided for in the applicable accounting standards, have had an insignificant financial impact on the group. Presently, there are no indications that regulators of jurisdictions in which the group operates intend to discontinue the use of BBSW in the way that the Financial Conduct Authority discontinued the use of LIBOR. (b) New accounting standards issued but not yet effective A number of new accounting standards and amendments have been issued but are not yet effective, none of which have been early adopted by the AMP group in this financial report. These new standards and amendments, when applied in future periods, are not expected to have a material impact on the financial position or performance of the AMP group. 6.7 EVENTS OCCURRING AFTER REPORTING DATE As at the date of this report, the directors are not aware of any matters or circumstances that have arisen since the end of the financial year that have significantly affected, or may significantly affect: – – – the AMP group’s operation in future years; the results of those operations in future years; or the AMP group’s state of affairs in future financial years. 154 Notes to the financial statements for the year ended 31 December 2021 Directors’ declaration for the year ended 31 December 2021 6.6 NEW ACCOUNTING STANDARDS (a) New and amended accounting standards adopted by the AMP group A number of new accounting standards amendments have been adopted effective 1 January 2021. These have not had a material effect on the financial position or performance of the AMP group other than as described below. Interest Rate Benchmark Reform Transition from Interbank Offered Rates (IBORs), primarily but not exclusively the London Interbank Offered Rate (LIBOR), to Alternative Reference Rates (ARR) has been an area of ongoing industry focus with regulators signalling the need to use alternative benchmark rates. A number of benchmark rates have been discontinued requiring transition to alternate benchmarks across a broad array of financial products, including any IBOR-based securities, loans and other financial products. AMP has successfully completed its IBOR transition activities during the year ended 31 December 2021. Key activity included: re-negotiation, – transitioning impacted financial contracts utilising International Swaps and Derivative Association fall back protocols and via bilateral – monitoring local and international regulatory guidance for the transition from IBORs to Risk Free Rate benchmarks, – engaging with regulators on the group’s transition plans and contributing to industry wide forums, and – working closely with industry bodies to understand and manage the risks and impacts of transition on our businesses. The most significant interest rate benchmark to which the group is exposed is the Bank Bill Swap Rate (BBSW). As a result, the IBOR reforms, in conjunction with the practical expedients provided for in the applicable accounting standards, have had an insignificant financial impact on the group. Presently, there are no indications that regulators of jurisdictions in which the group operates intend to discontinue the use of BBSW in the way that the Financial Conduct Authority discontinued the use of LIBOR. (b) New accounting standards issued but not yet effective A number of new accounting standards and amendments have been issued but are not yet effective, none of which have been early adopted by the AMP group in this financial report. These new standards and amendments, when applied in future periods, are not expected to have a material impact on the financial position or performance of the AMP group. 6.7 EVENTS OCCURRING AFTER REPORTING DATE As at the date of this report, the directors are not aware of any matters or circumstances that have arisen since the end of the financial year that have significantly affected, or may significantly affect: – – – the AMP group’s operation in future years; the results of those operations in future years; or the AMP group’s state of affairs in future financial years. In accordance with a resolution of the directors of AMP Limited, for the purposes of section 295(4) of the Corporations Act 2001, the directors declare that: (a) in the opinion of the directors there are reasonable grounds to believe that AMP Limited will be able to pay its debts as and when they become due and payable; (b) in the opinion of the directors the financial statements and the notes of AMP Limited and the consolidated entity for the financial year ended 31 December 2021 are in accordance with the Corporations Act 2001, including section 296 (compliance with accounting standards) and section 297 (true and fair view); (c) the notes to the financial statements of AMP Limited and the consolidated entity for the financial year ended 31 December 2021 include an explicit and unreserved statement of compliance with the International Financial Reporting Standards; and (d) the declarations required by section 295A of the Corporations Act 2001 have been given to the directors. Debra Hazelton Chair Alexis George Chief Executive Officer and Managing Director Sydney, 10 February 2022 155 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 156 Independent auditor’s report to the Shareholders of AMP Limited Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au Report on the Financial Report for the Year Ended 31 December 2021 Qualified opinion We have audited the financial report of AMP Limited (the Company) and its subsidiaries (collectively the Group or AMP), which comprises the consolidated statement of financial position as at 31 December 2021, the consolidated income statement, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended; notes to the financial statements, including a summary of significant accounting policies; and the directors’ declaration. In our opinion, except for the possible effects of the matter described in the Basis for qualified opinion section of our report, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a. giving a true and fair view of the consolidated financial position of the Group as at 31 December 2021 and of their financial performance for the year ended on that date; and b. complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for qualified opinion The Company’s investment in China Life Pension Company (CLPC), a foreign associate accounted for using the equity method, is carried at $416 million on the consolidated statement of financial position as at 31 December 2021. The Company’s share of CLPC’s post-tax net income of $52 million is included in the Company’s income for the year then ended. We were unable to obtain sufficient appropriate evidence about the Company’s share of CLPC’s net income for the year and consequently the carrying amount of the Company’s investment in CLPC as at 31 December 2021 to the extent this share of net income is included in the carrying amount, because the financial statements of CLPC are still in the process of being audited by CLPC’s auditor at the date of this report. Whilst we have been able to perform limited procedures on the equity accounted results of CLPC, in the absence of the completed audit we were unable to determine whether any adjustments to these amounts were necessary. We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for qualified opinion, we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Independent auditor’s report to the Shareholders of AMP Limited CREDIT PROVISIONS Financial report reference: Section 2.1: Loans and advances, Section 3.3 Financial Risk Management Why significant How our audit addressed the matter As disclosed in section 2.1 of the financial report, the Group has loans and advances as at 31 December 2021, against which provisions for expected credit losses are required to be booked in accordance with Australian Accounting standards. This was a key audit matter due to the value of the provisions, and the degree of judgment and estimation uncertainty associated with the provision calculation. Our audit procedures included the following: – We assessed the alignment of the Group’s expected credit loss model and its underlying methodology against the requirements of AASB 9, with consideration of the ongoing impact of the COVID-19 pandemic. – We assessed the following for exposures evaluated on a collective basis and associated overlays: Key areas of judgment included: – – – – the application of the impairment requirements of AASB 9 Financial Instruments within the Group’s expected credit loss methodology; the identification of exposures with a significant deterioration in credit risk; assumptions used in the expected credit loss model (for exposures assessed on an individual or collective basis); and the incorporation of forward-looking information to reflect current and anticipated future external factors, including economic scenarios adopted and the probability weighting determined for each scenario. – – significant modelling and forward-looking macroeconomic assumptions; the basis for and data used to determine the provision as at 31 December 2021; and – We involved our actuarial specialists to test the mathematical accuracy of the model and to benchmark key assumptions. – We examined a sample of exposures assessed on an individual basis by: – – assessing the reasonableness and timeliness of internal credit quality assessments based on the borrowers’ particular circumstances; and evaluating the associated provisions by assessing the reasonableness of key inputs into the calculation, with particular focus on collateral values, work out strategies and the value and timing of recoveries. – We considered the associated financial report disclosures. 156 Independent auditor’s report to the Shareholders of AMP Limited Ernst & Young 200 George Street Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 Sydney NSW 2000 Australia ey.com/au GPO Box 2646 Sydney NSW 2001 Report on the Financial Report for the Year Ended 31 December 2021 Qualified opinion We have audited the financial report of AMP Limited (the Company) and its subsidiaries (collectively the Group or AMP), which comprises the consolidated statement of financial position as at 31 December 2021, the consolidated income statement, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended; notes to the financial statements, including a summary of significant accounting policies; and the directors’ declaration. In our opinion, except for the possible effects of the matter described in the Basis for qualified opinion section of our report, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a. giving a true and fair view of the consolidated financial position of the Group as at 31 December 2021 and of their financial performance for the year ended on that date; and b. complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for qualified opinion The Company’s investment in China Life Pension Company (CLPC), a foreign associate accounted for using the equity method, is carried at $416 million on the consolidated statement of financial position as at 31 December 2021. The Company’s share of CLPC’s post-tax net income of $52 million is included in the Company’s income for the year then ended. We were unable to obtain sufficient appropriate evidence about the Company’s share of CLPC’s net income for the year and consequently the carrying amount of the Company’s investment in CLPC as at 31 December 2021 to the extent this share of net income is included in the carrying amount, because the financial statements of CLPC are still in the process of being audited by CLPC’s auditor at the date of this report. Whilst we have been able to perform limited procedures on the equity accounted results of CLPC, in the absence of the completed audit we were unable to determine whether any adjustments to these amounts were necessary. We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for qualified opinion, we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 157 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 158 Independent auditor’s report to the Shareholders of AMP Limited PROVISIONS, AMORTISATION & CONTINGENT LIABILITIES Financial report reference: Section 2.3 Intangibles, 6.3 Right of use assets and lease liabilities, 6.4 Provisions and contingent liabilities Why significant How our audit addressed the matter Our audit procedures included the following: – We held discussions with management, reviewed Board of Directors and Board committee minutes, reviewed correspondence with regulators and attended Board Audit Committee and Board Risk and Compliance Committee meetings to understand key regulatory, compliance and legal matters. – We assessed the Group’s key assumptions used to determine provisions or accelerated amortisation, which included benchmarking vacancy periods and rental estimates and the assessment of the reasonableness of useful lives. – For those matters where the Group determined that either a present obligation as a result of a past event does not exist, or where a sufficiently reliable estimate of the amount of the obligation cannot be made and for which no provisions have been recognised, we assessed the basis for the conclusions. – We considered the disclosures within the financial report related to these provisions and contingent liability disclosure. As disclosed in section 2.3, 6.3 and 6.4, the Group has recorded provisions, amortisation and disclosed contingent liabilities as follows: – – – – provisions for client remediation and compliance matters; accelerated amortisation of intangible assets; provisions for onerous lease contracts; and contingent liability disclosures in relation to existing class actions, ASIC civil penalty proceedings, industry and regulatory matters and indemnities and warranties to Resolution Life. This was considered a key audit matter due to the judgment required to determine the reasonable estimates. Key areas of judgment included: – the decision as to whether to recognise a provision and/or disclose a contingent liability, including whether there is a present obligation as a result of past events and whether sufficient information existed to allow a provision to be reliably measured; and – key assumptions used to determine provisions or amortisation acceleration, including: – – – the estimates of compensation amounts and costs required to complete the remediation programs; the useful life and future economic benefits associated with intangible assets; and vacancy periods, sub-lease rental estimates increase for onerous lease provisions. 158 Independent auditor’s report to the Shareholders of AMP Limited Independent auditor’s report to the Shareholders of AMP Limited PROVISIONS, AMORTISATION & CONTINGENT LIABILITIES Financial report reference: Section 2.3 Intangibles, 6.3 Right of use assets and lease liabilities, 6.4 Provisions and contingent liabilities TAXATION Financial report reference: Section 1.4: Taxation Why significant How our audit addressed the matter Why significant How our audit addressed the matter As disclosed in section 2.3, 6.3 and 6.4, the Group has recorded Our audit procedures included the following: provisions, amortisation and disclosed contingent liabilities as follows: – We held discussions with management, reviewed Board provisions for client remediation and compliance matters; of Directors and Board committee minutes, reviewed This was considered a key audit matter due to the judgment assessment of the reasonableness of useful lives. correspondence with regulators and attended Board Audit Committee and Board Risk and Compliance Committee meetings to understand key regulatory, compliance and legal matters. – We assessed the Group’s key assumptions used to determine provisions or accelerated amortisation, which included benchmarking vacancy periods and rental estimates and the – For those matters where the Group determined that either a present obligation as a result of a past event does not exist, or where a sufficiently reliable estimate of the amount of the obligation cannot be made and for which no provisions have been recognised, we assessed the basis for the conclusions. – We considered the disclosures within the financial report related to these provisions and contingent liability disclosure. – – – – accelerated amortisation of intangible assets; provisions for onerous lease contracts; and contingent liability disclosures in relation to existing class actions, ASIC civil penalty proceedings, industry and regulatory matters and indemnities and warranties to Resolution Life. required to determine the reasonable estimates. Key areas of judgment included: – the decision as to whether to recognise a provision and/or disclose a contingent liability, including whether there is a present obligation as a result of past events and whether sufficient information existed to allow a provision to be – key assumptions used to determine provisions or amortisation reliably measured; and acceleration, including: – the estimates of compensation amounts and costs required to complete the remediation programs; – the useful life and future economic benefits associated with intangible assets; and – vacancy periods, sub-lease rental estimates increase for onerous lease provisions. As presented in the consolidated statement of financial position and Section 1.4 of the financial report, the Group has significant tax balances as at 31 December 2021, being a current tax asset of $221 million, a current tax liability of $67 million, a deferred tax asset of $655 million, and a deferred tax liability of $136 million. Due to the complexity and high level of judgment required in the following areas, we considered this to be a key audit matter: – – – The tax consequences of recent changes to the entities within the AMP Limited tax consolidated group; Estimating future taxable income and assessing the recoverability of tax losses and other deferred tax assets in future years; and The adequacy of provisioning and assessing the recoverability of current tax. Our audit procedures included the following: – We involved our tax specialists to assess the application of tax laws and regulations in the determination of the Group’s tax balances, including the Group’s assessment of the impact of entities leaving and joining the tax consolidated group on the determination of tax balances. – We examined the Group’s deferred tax asset recoverability assessment and evaluated the reasonableness of key assumptions, including: – – analysing the Group’s growth and other key assumptions and reviewing tax adjustments made to the Group’s profit forecasts to determine future taxable income; and reviewing and assessing the Group’s analysis to determine the period over which deferred tax assets attributable to tax losses are forecast to be utilised. – We considered management’s assessment of the recoverability of current tax assets including the underlying tax principles applied and management forecasts. – We considered the associated financial report disclosures. INFORMATION TECHNOLOGY (IT) SYSTEMS AND CONTROLS OVER FINANCIAL REPORTING Financial report reference: n/a Why significant How our audit addressed the matter 159 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i – – – The Group’s operations and financial reporting processes are primarily reliant on IT systems for the processing and recording of a high volume of transactions. – We focused our audit procedures on those systems and controls that are significant to the Group’s financial reporting process. The group-wide IT environment is complex in terms of the scale and nature of IT systems relied upon. IT General Controls (ITGCs) support the continuous operation of the automated and other IT dependent controls within the business processes related to financial reporting. Effective ITGCs are needed to ensure that IT applications process business data as expected and that changes are made in an appropriate manner. The possibility of IT application users gaining access privileges beyond those necessary to perform their assigned duties may result in breaches in segregation of duties, including inappropriate manual intervention, unauthorised changes to systems, data or programmes. – We involved our IT specialists, as audit procedures over IT systems and controls require specific expertise. – We assessed the design and tested the operating effectiveness of the Group’s IT controls, including those related to user access, change management, IT operations and data integrity. – Where we identified design or operating deficiencies in the IT control environment, we performed additional procedures to: – – Assess the integrity and reliability of the systems and data related to financial reporting; and Assess alternative controls that were not reliant on the IT control environment. l r e p o r t A d d i t i o n a l i n f o r m a t i o n 160 Independent auditor’s report to the Shareholders of AMP Limited Information Other than the Financial Report and Auditor’s Report Thereon The directors are responsible for the other information. The other information comprises the information included in the Company’s 2021 Annual Report other than the financial report and our auditor’s report thereon. We obtained the Directors’ Report (including the remuneration report) that is to be included in the Annual Report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the Annual Report after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Group are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: – Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. – Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. – – Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. – Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. – Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. 160 Independent auditor’s report to the Shareholders of AMP Limited Independent auditor’s report to the Shareholders of AMP Limited Information Other than the Financial Report and Auditor’s Report Thereon Report on the Audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 31 December 2021. In our opinion, the Remuneration Report of AMP for the year ended 31 December 2021, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Ernst & Young Andrew Price Partner Sydney 10 February 2022 161 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n The directors are responsible for the other information. The other information comprises the information included in the Company’s 2021 Annual Report other than the financial report and our auditor’s report thereon. We obtained the Directors’ Report (including the remuneration report) that is to be included in the Annual Report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the Annual Report after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Group are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: – Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. – Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. – Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. – Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. – Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. – Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. 162 Securityholder information Distribution of AMP Capital Notes 2 holdings as at 11 February 2022 Range 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,000 over TOTAL Number of holders Notes held % of issued capital 2,256 292 23 23 3 775,664 591,418 170,658 607,519 604,744 28.21 21.51 6.21 22.09 21.99 2,597 2,750,000 100.00 As at 11 February 2022, the total number of shareholders holding less than a marketable parcel of 5 AMP Capital Notes is three. Twenty largest AMP Capital Notes 2 holders as at 11 February 2022 Rank Name Notes held % of issued Notes 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Pty Limited Citicorp Nominees Pty Limited BNP Paribas Nominees Pty Ltd Nora Goodridge Investments Pty Limited John E Gill Trading Pty Ltd Mutual Trust Pty Ltd BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd Netwealth Investments Limited Elmore Super Pty Ltd Skyplaza Investments Pty Ltd National Nominees Limited Harmanis Holdings Pty Ltd Netwealth Investments Limited Invia Custodian Pty Limited J C Family Investments Pty Limited Mr Isaac Cohen + Mrs Estelle Mary Cohen + Mr David Peter Cohen Vision Australia Foundation McLean Care Ltd Nulis Nominees (Australia) Limited 350,153 136,877 117,714 94,053 50,000 49,449 43,852 32,040 31,293 30,000 27,815 27,406 25,000 23,475 21,440 20,486 19,300 15,000 14,637 13,356 12.73 4.98 4.28 3.42 1.82 1.80 1.59 1.17 1.14 1.09 1.01 1.00 0.91 0.85 0.78 0.74 0.70 0.55 0.53 0.49 TOTAL Top 20 Holders of AMP Capital Notes 2 Total Remaining Holders Balance 1,143,346 1,606,654 41.58 58.42 162 Range 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,000 over TOTAL As at 11 February 2022, the total number of shareholders holding less than a marketable parcel of 5 AMP Capital Notes is three. Twenty largest AMP Capital Notes 2 holders as at 11 February 2022 Rank Name Notes held % of issued Notes Number of holders Notes held % of issued capital 2,256 292 23 23 3 2,597 2,750,000 100.00 775,664 591,418 170,658 607,519 604,744 350,153 136,877 117,714 94,053 50,000 49,449 43,852 32,040 31,293 30,000 27,815 27,406 25,000 23,475 21,440 20,486 19,300 15,000 14,637 13,356 28.21 21.51 6.21 22.09 21.99 12.73 4.98 4.28 3.42 1.82 1.80 1.59 1.17 1.14 1.09 1.01 1.00 0.91 0.85 0.78 0.74 0.70 0.55 0.53 0.49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Pty Limited Citicorp Nominees Pty Limited BNP Paribas Nominees Pty Ltd Nora Goodridge Investments Pty Limited John E Gill Trading Pty Ltd Mutual Trust Pty Ltd BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd Netwealth Investments Limited Elmore Super Pty Ltd Skyplaza Investments Pty Ltd National Nominees Limited Harmanis Holdings Pty Ltd Netwealth Investments Limited Invia Custodian Pty Limited J C Family Investments Pty Limited Mr Isaac Cohen + Mrs Estelle Mary Cohen + Mr David Peter Cohen Vision Australia Foundation McLean Care Ltd Nulis Nominees (Australia) Limited TOTAL Top 20 Holders of AMP Capital Notes 2 Total Remaining Holders Balance 1,143,346 1,606,654 41.58 58.42 Securityholder information Securityholder information Distribution of AMP Capital Notes 2 holdings as at 11 February 2022 Substantial holders as at 31 January 2022 The names of substantial holders in AMP Limited, and the number of ordinary shares which each substantial holder and the substantial holder’s associates have a relevant interest in, as disclosed in substantial holding notices received by AMP Limited before 21 February 2022, are set out below. For details of the related bodies corporate of the substantial holders who also hold relevant interests in AMP Limited ordinary shares, refer to the substantial holding notices lodged with ASX, under the company code AMP. Shareholder Allan Gray Australia Pty Ltd 1 Number of ordinary shares Voting power % 227,976,128 6.98 1 Substantial holding as at 24 March 2020, as per notice lodged with ASX on 26 March 2020. Voting power adjusted to reflect the current number of AMP shares on issue as at 31 January 2022. Distribution of AMP Limited shareholdings as at 11 February 2022 Range 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,000 over TOTAL Number of holders 265,437 183,570 19,780 16,748 Shares held 153,725,969 371,965,447 142,508,582 411,031,910 914 2,186,873,945 % of issued capital 4.71 11.39 4.36 12.58 66.96 486,449 3,266,105,853 100.00 As at 11 February 2022, the total number of shareholders holding less than a marketable parcel of 488 shares is 87,941. Twenty largest AMP Limited shareholdings as at 11 February 2022 Rank Name Units % Units 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Pty Limited Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited-GSCO ECA National Nominees Limited BNP Paribas Noms Pty Ltd Citicorp Nominees Pty Limited BNP Paribas Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd BNP Paribas Nominees Pty Ltd Six Sis Ltd Mr Kenneth Joseph Hall BNP Paribas Nominees Pty Ltd Glenn Hargraves Investments Pty Ltd Mestjo Pty Ltd Aigle Royal Superannuation Pty Ltd BNP Paribas Noms (NZ) Ltd Sandhurst Trustees Ltd Comsec Nominees Pty Limited Netwealth Investments Limited Totals Total remaining holders balance 730,707,903 411,208,637 382,383,678 104,230,286 74,802,223 35,852,915 33,794,979 26,909,443 19,478,834 14,209,359 10,179,314 10,000,000 6,581,983 6,500,000 5,910,000 5,500,000 5,296,767 5,079,580 4,702,617 4,604,243 1,897,932,761 1,368,173,092 22.37 12.59 11.71 3.19 2.29 1.10 1.03 0.82 0.60 0.44 0.31 0.31 0.20 0.20 0.18 0.17 0.16 0.16 0.14 0.14 58.11 41.89 163 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 164 Securityholder information AMP Limited shares voting rights The voting rights attached to AMP Limited ordinary shares are that each registered holder of shares present in person (or by proxy, attorney or representative) at a meeting of shareholders has one vote on a vote taken by a show of hands, and one vote for each fully paid share held on a vote taken by a poll. On market acquisitions for employee incentive schemes during the financial year ended 31 December 2021 Rights granted under the Equity Incentive Plan as at 10 February 2022: – – 15,864,662 share rights, of which the number of holders was 190. 29,011,125 performance rights, of which the number of holders was 39. – No options were awarded in 2021. Number of Share Rights on issue as at 10 February 2022 Size of holding 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001 and over Total Number of Performance Rights on issue as at 10 February 2022 Size of holding 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001 and over Total Number of holders Number of Share rights – – 27 124 39 190 – – 251,803 4,908,503  10,704,356 15,864,662 Number of holders Number of Performance rights – – – 2 37 39 – – – 137,737 28,873,388 29,011,125 On market acquisitions for employee incentive schemes during the financial year ended 31 December 2021 3,383,708 AMP Limited ordinary shares were purchased on market to satisfy entitlements under AMP’s employee incentive schemes at an average price per share of $1.097140684. Stock exchange listings AMP Limited’s ordinary shares are quoted on the Australian Securities Exchange. AMP de-listed from the New Zealand Stock Exchange on 7 February 2022. AMP capital notes are quoted on the Australian Securities Exchange. Restricted securities There are no restricted securities on issue. Buy-back There is no current on market buy-back. 164 Securityholder information Glossary AMP Limited shares voting rights The voting rights attached to AMP Limited ordinary shares are that each registered holder of shares present in person (or by proxy, attorney or representative) at a meeting of shareholders has one vote on a vote taken by a show of hands, and one vote for each fully paid share held on a vote taken by a poll. On market acquisitions for employee incentive schemes during the financial year ended 31 December 2021 Rights granted under the Equity Incentive Plan as at 10 February 2022: 15,864,662 share rights, of which the number of holders was 190. 29,011,125 performance rights, of which the number of holders was 39. – – – No options were awarded in 2021. Number of Share Rights on issue as at 10 February 2022 Contingent liabilities A situation existing at reporting date, where past events have led to a possible obligation, the outcome of which depends on uncertain future events, or an obligation where the outcome is not sufficiently probable or reliably measurable to warrant recognising the liability at this reporting date. Controllable costs Costs that AMP incurs in running its business. Controllable costs include operational and project costs and exclude variable costs, provision for bad and doubtful debts and interest on corporate debt. Corporate debt Borrowings used to fund shareholder activities of the AMP group including the impact of any cross-currency swaps entered into to convert the debt into A$, but excluding limited recourse debt in investment entities controlled by AMP Life policyholder funds and debt used to fund AMP Bank activities. Number of Number of Share holders rights Cost to income ratio Calculated as controllable costs divided by gross margin. Gross margin is calculated as total operating earnings and underlying investment income before tax expense plus controllable costs. Cost to income ratio (AMP Bank) Calculated as controllable costs divided by gross margin, excluding loan impairment expenses. Gross margin is calculated as total operating earnings before tax expense plus controllable costs. Defined benefit fund A scheme that provides a retirement benefit, usually based on salary and/or a predetermined formula for calculating that benefit. Unlike an accumulation scheme, the retirement benefit and method of calculation is known to the member at all times. Earnings per share (EPS) (actual) Calculated as NPAT (statutory) of AMP Limited divided by the statutory weighted average number of ordinary shares. Earnings per share (EPS) (underlying) Calculated as NPAT (underlying) of AMP Limited divided by the basic weighted average number of ordinary shares. External AUM (AMP Capital) Franking rate Assets managed by AMP Capital sourced from institutional clients (including corporate, public sector and industry superannuation funds, and large non-superannuation funds), non-AMP dealer groups, private clients and international clients and partnerships. The amount of tax AMP has already paid on a dividend payment. This can be used as a tax credit by Australian resident shareholders. The franking rate is determined by AMP’s taxable income. AMP’s policy is to always frank dividends at the highest possible rate. Group cash Cash and cash equivalents held outside business units. Group incentive pool The money used for the payment of short-term incentive (STI) rewards. The pool size varies each year depending on AMP’s performance against financial and non-financial measures. Intangibles Represents acquired goodwill, acquired asset management mandates, capitalised costs, buyer of last resort (BOLR) assets and other assets similar to goodwill acquired upon acquisition of AXA. Interest cover (actual) Calculated on a rolling 12 month post-tax basis as NPAT (statutory) of AMP Limited before interest expense on corporate debt for the year divided by interest expense on corporate debt for the same period. Interest cover (underlying) Calculated on a rolling 12 month post-tax basis as NPAT (underlying) of AMP Limited before interest expense on corporate debt for the year divided by interest expense on corporate debt for the same period. Number of Performance Rights on issue as at 10 February 2022 Size of holding 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001 and over Total Size of holding 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001 and over Total – – 27 124 39 190 – – – 2 37 39 251,803 4,908,503  10,704,356 15,864,662 – – – – – 137,737 28,873,388 29,011,125 Number of holders Number of Performance rights On market acquisitions for employee incentive schemes during the financial year ended 31 December 2021 3,383,708 AMP Limited ordinary shares were purchased on market to satisfy entitlements under AMP’s employee incentive schemes AMP Limited’s ordinary shares are quoted on the Australian Securities Exchange. AMP de-listed from the New Zealand Stock Exchange on 7 February 2022. AMP capital notes are quoted on the Australian Securities Exchange. at an average price per share of $1.097140684. Stock exchange listings Restricted securities There are no restricted securities on issue. Buy-back There is no current on market buy-back. 165 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 166 Glossary Investment income The income on shareholder assets invested in income producing investment assets (as opposed to income producing operating assets) attributed to business units (including Group Office). The return on AMP Bank income producing investment assets is included in AMP Bank NPAT. Shareholder funds invested in income producing assets may be higher or lower than business unit capital due to the working capital requirements of the business unit. From first half 2021, the normalisation of expected returns on investment income through the use of a separate market adjustment has been abolished, with reported investment income now reflecting actual, rather than forecast, investment returns. Investment performance (AMP Capital) The percentage of AUM measured against market benchmarks as well as client goals. Key management personnel (KMP) The Chief Executive Officer (CEO), nominated direct reports of the CEO and the Non-executive directors, who have authority and responsibility for planning, directing and controlling the activities of AMP. Level 3 eligible capital Comprises the highest quality components of capital for AMP Limited as the head of a Level 3 group. Level 3 eligible capital has similar characteristics to Common Equity Tier 1 capital for insurers and ADIs. Long-term incentive (LTI) An executive reward for helping AMP achieve specific long-term performance targets. It is awarded in the form of share rights and/or performance rights to motivate executives to create long- term value for shareholders. A right is an entitlement to receive one AMP Limited share per right subject to meeting the vesting conditions. Net interest margin (AMP Bank) Net interest income over average interest earning assets. Net Profit After Tax (NPAT) Also referred to as NPAT (underlying), represents shareholder attributable net profit or loss after tax excluding market adjustments, accounting mismatches and non-recurring revenue and expenses. NPAT (statutory) Reflects the net profits (or losses) distributable to AMP Limited shareholders in a given period. Non-executive directors (NEDs) Board directors who are not employees of AMP (they are independent). Operating earnings Total operating earnings are the shareholder attributable profits or losses that relate to the performance of AMP. Operating earnings exclude investment earnings on shareholder capital and one-off items. Performance and transaction fees (AMP Capital) Includes performance fees revenues primarily relating to variable fees on open-ended and closed-end funds across real estate, infrastructure debt and infrastructure equity. Transaction fees comprise one-off revenues in relation to the above asset classes, particularly infrastructure debt transactions and debt advisory as well as one-off divestments. These fees are typically highly variable in nature, both in quantum and timing. Performance right A form of executive remuneration designed to reward long-term performance. Selected executives are granted performance rights. Each performance right is a right to acquire one AMP share after a performance period if a specific performance hurdle is met. Practice finance loans Business loans provided to AMP aligned financial advisers, which are secured by a General Security Agreement over the adviser’s business assets, including the client servicing rights, or other assets. Commercial lending credit policy, process and rates apply to these loans. Return on equity (RoE) (actual) RoE (actual) is calculated as NPAT (statutory) of AMP Limited divided by the average of the monthly average shareholder equity for the period. 166 Glossary Glossary Investment income The income on shareholder assets invested in income producing investment assets (as opposed to income RoE (underlying) Calculated as annualised NPAT (underlying) divided by the average of the monthly average shareholder equity for the period. Key management personnel (KMP) The Chief Executive Officer (CEO), nominated direct reports of the CEO and the Non-executive directors, who have authority and responsibility for planning, directing and controlling the activities of AMP. Total shareholder return (TSR) A measure of the value returned to shareholders over a period of time. It takes into account the changes in market value of AMP shares, plus the value of any dividends paid and capital returns on the shares. Seed and sponsor revenue (AMP Capital) Income on seed and sponsor capital assets, including normal valuation movements and net profit/loss on sales, gross of funding costs. Share right A share right is an entitlement to acquire one AMP share at the end of a vesting period, as long as the service conditions are met. Short-term incentive (STI) An executive reward for helping AMP achieve specific short-term performance targets and objectives. It is paid in the form of cash and share rights to motivate executives and drive performance during the year. Underlying profit AMP’s key measure of business profitability, as it smooths investment market volatility stemming from shareholder assets invested in investment markets and aims to reflect the trends in the underlying business performance of the AMP group. Underlying profit excludes all items listed below the ‘underlying profit’ line. Other items largely comprise the net of one-off and non-recurring revenues and costs. Variable costs Include costs that vary directly with the level of related business (eg investment management fees and banking commissions and securitisation costs). Vesting Remuneration term defining the point at which the required performance hurdles and/or service requirements have been met, and a financial benefit may be realised by the recipient. producing operating assets) attributed to business units (including Group Office). The return on AMP Bank income producing investment assets is included in AMP Bank NPAT. Shareholder funds invested in income producing assets may be higher or lower than business unit capital due to the working capital requirements of the business unit. From first half 2021, the normalisation of expected returns on investment income through the use of a separate market adjustment has been abolished, with reported investment income now reflecting actual, rather than forecast, investment returns. Investment performance The percentage of AUM measured against market benchmarks as well as client goals. (AMP Capital) Level 3 eligible capital Comprises the highest quality components of capital for AMP Limited as the head of a Level 3 group. Level 3 eligible capital has similar characteristics to Common Equity Tier 1 capital for insurers and ADIs. Long-term incentive (LTI) An executive reward for helping AMP achieve specific long-term performance targets. It is awarded in the form of share rights and/or performance rights to motivate executives to create long- term value for shareholders. A right is an entitlement to receive one AMP Limited share per right subject to meeting the vesting conditions. Net interest margin Net interest income over average interest earning assets. (AMP Bank) Net Profit After Tax Also referred to as NPAT (underlying), represents shareholder attributable net profit or loss after tax excluding (NPAT) market adjustments, accounting mismatches and non-recurring revenue and expenses. NPAT (statutory) Reflects the net profits (or losses) distributable to AMP Limited shareholders in a given period. Non-executive directors Board directors who are not employees of AMP (they are independent). (NEDs) Operating earnings Total operating earnings are the shareholder attributable profits or losses that relate to the performance of AMP. Operating earnings exclude investment earnings on shareholder capital and one-off items. Performance and transaction fees (AMP Capital) Includes performance fees revenues primarily relating to variable fees on open-ended and closed-end funds across real estate, infrastructure debt and infrastructure equity. Transaction fees comprise one-off revenues in relation to the above asset classes, particularly infrastructure debt transactions and debt advisory as well as one-off divestments. These fees are typically highly variable in nature, both in quantum and timing. Performance right A form of executive remuneration designed to reward long-term performance. Selected executives are granted performance rights. Each performance right is a right to acquire one AMP share after a performance period if a specific performance hurdle is met. Practice finance loans Business loans provided to AMP aligned financial advisers, which are secured by a General Security Agreement over the adviser’s business assets, including the client servicing rights, or other assets. Commercial lending credit policy, process and rates apply to these loans. Return on equity (RoE) RoE (actual) is calculated as NPAT (statutory) of AMP Limited divided by the average of the monthly average (actual) shareholder equity for the period. 167 A M P 2 0 2 1 A n n u a l r e p o r t O v e r v e w i i B u s n e s s r e v e w i D i r e c t o r s ’ r e p o r t i F n a n c a i l r e p o r t A d d i t i o n a l i n f o r m a t i o n 168 Corporate directory Contact us Registered office of AMP Limited 33 Alfred Street Sydney NSW 2000 Australia T: +612 9257 5000 W: amp.com.au AMP Investor Relations AMP products and policies Level 21, 33 Alfred Street Sydney NSW 2000 Australia T: 1800 245 500 (Aus) T: 0800 440 195 (NZ) T: +612 8364 6053 (other countries) E: shares@amp.com.au W: amp.com.au/shares Australia T: 131 267 E: askamp@amp.com.au New Zealand T: 0800 808 267 E: service@amp.co.nz International T: +612 8048 8162 AMP share registry Australia AMP share registry Reply Paid 2980 Melbourne VIC 8060 T: 1300 654 442 New Zealand AMP share registry PO Box 91543 Victoria Street West Auckland 1142 T: 0800 448 062 Other countries AMP share registry GPO Box 2980 Melbourne VIC 3001 Australia T: +613 9415 4051 E: ampservices@computershare.com.au AMP is incorporated and domiciled in Australia 168 Corporate directory Contact us AMP Limited 33 Alfred Street Sydney NSW 2000 Australia T: +612 9257 5000 W: amp.com.au Registered office of AMP Investor Relations AMP products and policies Level 21, 33 Alfred Street Sydney NSW 2000 Australia T: 1800 245 500 (Aus) T: 0800 440 195 (NZ) Australia T: 131 267 E: askamp@amp.com.au T: +612 8364 6053 (other countries) E: shares@amp.com.au W: amp.com.au/shares New Zealand T: 0800 808 267 E: service@amp.co.nz International T: +612 8048 8162 AMP share registry Australia AMP share registry Reply Paid 2980 Melbourne VIC 8060 T: 1300 654 442 New Zealand AMP share registry PO Box 91543 Victoria Street West Auckland 1142 T: 0800 448 062 Other countries AMP share registry GPO Box 2980 Melbourne VIC 3001 Australia T: +613 9415 4051 E: ampservices@computershare.com.au AMP is incorporated and domiciled in Australia Design communication and production by ARMSTRONG Armstrong.Studio

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