Cochlear Limited

Corporate

Governance Statement 2023

Contents

Board

Board

Governance

Diversity and

Our behaviour

Senior executive

Shareholder

Risk

structure

performance

policies

inclusion

remuneration

communication

management

Appendix

Contents

Letter from the Chair

2

Structure and composition of the Board

4

Board tenure and qualifications

5

Board skills and experience

5

Board Skills Matrix

6

Chair

8

Director independence

8

Conflicts of interest

8

Independent advice

8

The role of the Company Secretary

8

Committees of the Board

8

Board performance and succession planning

10

Director appointment and election

10

Director induction and development

10

Board performance evaluation

10

Governance policies

11

Diversity and inclusion

12

Cochlear's workplace profile

12

Lawful, ethical and responsible behaviour

13

HEAR Behaviours

13

Global Code of Conduct

13

Whistleblower Protection Policy

13

Remuneration and evaluation of senior executives

14

Remuneration

14

Senior executive performance evaluation

14

Communication with shareholders

14

Shareholder engagement

14

Continuous disclosure

15

Risk management and assurance

15

Risk management oversight

15

Environmental and social risks

16

Internal audit

16

Assurances by management

16

Corporate reporting

16

Appendix

17

Diversity & Inclusion Progress Report for FY23

17

Cover: Jonas, Cochlear™ Nucleus® System recipient

Cochlear Limited Corporate Governance Statement 2023

1

Contents

Board

structure

Board

performance

Governance

policies

Diversity and

inclusion

Our behaviour

Senior executive

remuneration

Shareholder Risk communication management

Appendix

Letter from the Chair

We are pleased to present this 2023 Corporate Governance Statement. At Cochlear Limited (the Company and Cochlear), we have a proud history of having provided the gift of hearing for over 40 years - and with that comes a great responsibility.

Through our high-quality products and services, we have worked hard to earn the trust of our recipients as well as of the professionals that support them. We are committed to high standards of corporate governance and transparency, with a focus on preserving and enhancing our reputation and long-term sustainability.

The Board is responsible for the overall corporate governance of the Company including adopting appropriate policies and procedures designed to ensure that Cochlear is properly managed to create, protect and enhance shareholder value. The Board and its committees regularly review Cochlear's governance arrangements and practices to maintain compliance with regulatory requirements and industry practice, and to ensure that they continue to support Cochlear's business objectives. Our directors, senior executives and employees are expected to act ethically, lawfully and responsibly at all times.

The Board considers that Cochlear's corporate governance practices have been consistent with the recommendations contained in the fourth edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations released on 27 February 2019 (ASX Principles and Recommendations) throughout

the reporting period from 1 July 2022 to 30 June

2023 (FY23). This Statement outlines our principal governance arrangements and practices for effective decision-making and accountability. It is current as at 14 August 2023 and has been approved by the Board.

For more information on Cochlear and its corporate governance, including Company policies, please go to the 'Investors' section of the Company's website www.cochlear.com.

Alison Deans

Chair

Cochlear's Board of Directors from top left: Alison Deans (Chair), Yasmin

Allen, AM, Glen Boreham, AM, Sir Michael Daniell, KNZM, Michael Del

Prado, Andrew Denver, Christine McLoughlin, AM, Dig Howitt (CEO &

President), Karen Penrose, and Prof Bruce Robinson, AC

Cochlear Limited Corporate Governance Statement 2023

2

Contents

Board

structure

Board

performance

Governance

policies

Diversity and

inclusion

Our behaviour

Senior executive

remuneration

Shareholder Risk communication management

Appendix

Roles and responsibilities of the Board and management

The role of the Board is to set Cochlear's strategic direction for the creation, maintenance and enhancement of long term sustainable value, to guide and monitor the management of the Company and its implementation of the strategy and to oversee good governance practice.

The Board aims to protect and enhance the interests of Cochlear's shareholders, while taking into account the interests of other stakeholders, including employees, customers, suppliers and the wider community.

In performing its role, the Board is committed to a high standard of corporate governance practice and to fostering a culture of compliance which values ethical, lawful and responsible behaviour, personal and corporate integrity, accountability, transparency and respect for others.

The Board has a charter which clearly sets out its role and responsibilities and describes those matters expressly reserved for the Board's determination. The Board Charter is available on the Company's website.

The CEO & President has responsibility for the implementation of Cochlear's strategic objectives, operating within the risk appetite set by the Board and for the day-to-day management of Cochlear. The CEO & President is supported in this function by the Cochlear Executive team. Details of the members of the Executive team are set out in the Governance and risk section of the 2023 Annual Report, available on the Company's website.

A summary of the Board's key responsibilities is set out below.

Key Board responsibilities

Strategy

Set the strategic direction, provide input into management's development of corporate

strategy, approve the strategy and oversee management's implementation.

Culture

Provide input into management's development of the target culture, approve the

target culture and oversee the implementation of programs by management.

Financial and other

Approve Cochlear's interim and annual financial statements and oversee the

reporting

integrity of Cochlear's accounting and corporate reporting systems.

Review, ratify and monitor the effectiveness of Cochlear's systems of governance,

Corporate governance

risk management and internal compliance and control, legal compliance, codes

of conduct and other corporate governance policies and practices.

Risk management

Satisfy itself that Cochlear has in place an appropriate risk management framework. Set the risk

framework

appetite within which the Board expects the CEO & President and the Executive team to operate.

Board performance

Undertake regular external and independent evaluation of Board

and composition

performance. Review annually the composition of the Board.

Leadership selection

Select and evaluate the performance of the CEO & President.

Succession and

Plan Board, CEO & President and Executive succession and remuneration.

remuneration planning

Consider the social, ethical and environmental impact of Cochlear's activities and

Sustainability

operations. Approve corporate sustainability policies and monitor compliance

with Cochlear's sustainability responsibilities, policies and practices.

Material transactions

Approve any unbudgeted expenditure and capital transactions,

outside the authority delegated to management.

Cochlear Limited Corporate Governance Statement 2023

3

Contents

Board

structure

Board

performance

Governance

policies

Diversity and

inclusion

Our behaviour

Senior executive

remuneration

Shareholder Risk communication management

Appendix

Structure and composition of the Board

Cochlear is committed to ensuring that the composition of the Board continues to include directors who bring an appropriate mix of skills, experience, knowledge, expertise and diversity, including gender diversity, required to discharge the Board's duties.

The Board currently comprises ten directors, including nine independent non-executive directors. Details of the directors, including their qualifications and date of appointment, are set out below. Detailed biographies of the directors are set out in the 2023 Annual Report, available on the Company's website.

The Board is of the view that the tenure profile, represented by the length of service of each of its directors on the Board,

Independent Assurance

Governance framework

Cochlear Board of Directors

Oversee the leadership of the Company with the aim of maximising its long-term sustainable value

while delivering on the Company's mission to help people hear and be heard.

is appropriately balanced such that Board succession and renewal planning is managed over the medium to longer term. The current directors possess an appropriate mix of skills, experience, knowledge, expertise and diversity to enable the Board to discharge its responsibilities, including overseeing the delivery of the Company's strategic priorities.

The full Board meets for at least eight scheduled meetings each year. Other meetings are called as and when necessary. A summary of meeting attendance, including committee meeting attendance, for FY23 is set out in the 2023 Annual Report at page 109.

In addition to the scheduled Board meetings each year, the Board has frequent interactions across the Company in different jurisdictions, through site visits and out of cycle sessions with our leaders on topical areas relevant to our global business.

Audit and Risk

Committee

Oversee corporate

reporting, the

audit process, risk management and internal controls.

Medical Science

Nomination

People and

Culture

Committee

Committee

Committee

Oversee medical

Oversee Board

Oversee values

and Committee

and behaviours,

aspects of Cochlear's

composition, renewal

organisational culture

implantable devices

and succession

and remuneration

program.

planning.

framework.

CEO & President

Responsible for the implementation of Cochlear's strategic objectives and the day-to-day management of Cochlear.

Executive team

Responsible for supporting CEO & President with the implementation of the strategic objectives and operational, financial and risk management.

Product and

Services

Innovation

Committee

Oversee strategy and

implementation of product and related services innovation.

Our People

Aim to achieve individual and team goals (objectives) while

conducting ourselves in line with our mission, HEAR behaviours, Global Code of Conduct, Company policies and procedures.

Cochlear Limited Corporate Governance Statement 2023

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Disclaimer

Cochlear Ltd. published this content on 11 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2023 10:01:05 UTC.