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2017 Westpac Group Annual Report

Annual Report7 November 2017WBCFinancials

WESTPAC GROUP
Annual Report 2017

2017 Westpac Group

Annual Report

Proudly

Supporting

Australia for

200 Years

On the 8th April 2017 Westpac reached a significant
milestone, celebrating its 200th anniversary.

For 200 years we have helped millions of customers across

Australia and New Zealand manage their finances and

realise their dreams. Much has changed since our company

first began but our commitment to helping our customers,

communities and people to prosper and grow remains at

the heart of everything we do.

Westpac Banking Corporation

ABN 33 007 457 141

The Westpac Group Annual Report,

Annual Review & Sustainability Report and

Sustainability Performance Report represent

Westpac’s extended reporting framework

and can be found online at

www.westpac.com.au/investorcentre.

ON THE COVER

Bank of New South Wales Sydney

office, 1853, and Barry McGuire,

Managing Director and co-founder

of Redspear Safety and Westpac

customer. Read Barry's story online

via the website address below.

This page

Barry McGuire and

Francois Witbooi from

Redspear Safety with

their local Westpac

business banker

Matt Turnbull.

2017 Westpac Group

Sustainability Performance

Report

Proudly

Supporting

Australia for

200 Years

2017 Westpac Group

Annual Review &

Sustainability Report

Proudly

Supporting

Australia for

200 Years

2017 Annual Review

& Sustainability

Report

2017 Sustainability

Performance

Report

WESTPAC GROUP

Annual Report 2017

2017 Westpac Group

Annual Report

Proudly

Supporting

Australia for

200 Years

2017 Annual

Report

Table of contents
2017 Westpac Group Annual Report 1
































In this Annual Report a reference to ‘Westpac’, ‘Group’,

‘Westpac Group’, ‘we’, ‘us’ and ‘our’ is to Westpac Banking

Corporation ABN 33 007 457 141 and its subsidiaries unless it

clearly means just Westpac Banking Corporation.

For certain information about the basis of preparing the financial

information in this Annual Report see ‘Reading this report’ in

Section 2. In addition, this Annual Report contains statements that

constitute ‘forward-looking statements’ within the meaning of

Section 21E of the US Securities Exchange Act of 1934. For an

explanation of forward-looking statements and the risks,

uncertainties and assumptions to which they are subject, see

‘Reading this report’ in Section 2.

Information contained in or accessible through the websites

mentioned in this Annual Report does not form part of this report

unless we specifically state that it is incorporated by reference and

forms part of this report. All references in this report to websites are

inactive textual references and are for information only.

Annual Report

Performance highlights 2

Section 1 3

Chairman’s report 4

Chief Executive Officer’s report 7

Information on Westpac 13

Business strategy 13

Outlook 16

Significant developments 17

Directors’ report 26

Remuneration Report 40

Section 2 69

Five year summary 70

Reading this report 71

Review of Group operations 73

Income statement review 75

Balance sheet review 80

Capital resources 84

Divisional performance 86

Consumer Bank 89

Business Bank 90

BT Financial Group (Australia) 91

Westpac Institutional Bank 93

Westpac New Zealand 94

Group Businesses 96

Risk and risk management 97

Risk factors 97

Risk management 105

Credit risk 106

Liquidity risk 106

Market risk 107

Operational risk and compliance risk 108

Other risks 109

Westpac’s approach to sustainability 112

Sustainability performance 112

Five year non-financial summary 117

Other Westpac business information 119

Section 3 121

Financial statements 122

Notes to the financial statements 128

Statutory statements 241

Section 4 253

Shareholding information 254

Additional information 266

Information for shareholders 270

Glossary of abbreviations and defined terms 274

Contact us inside back cover

1

2

3

4

Performance highlights
2 2017 Westpac Group Annual Report


0BNet profit after tax $7,990 million, up 7%


1BDividends $1.88, unchanged


2BCash earnings $8,062 million, up 3%


3BReturns 13.8%, down 22bps


4BCash earnings per ordinary share, up 2%


% change


2017 2016 2017 / 2016

Reported earnings


Net profit after tax

1

($m)

7,990 7,445 7%

Earnings per share


(cents)

238.0 224.6 6%

Dividends per share (cents)

188 188 –

Return on equity

5

(%)

13.6 13.3 33bps

Expense to income ratio


(%)

43.3 43.9 (65bps)

Common Equity Tier 1 capital ratio (%)

10.6 9.5 108bps

Cash earnings basis

2



Cash earnings


($m)

8,062 7,822 3%

Cash earnings per share (cents)

239.7 235.5 2%

Cash earnings return on equity

5

(%)

13.8 14.0 (22bps)

Economic profit

7

($m)

3,774 3,774 –




Net profit attributable to ordinary equity holders.

1

The adjustments to our reported results to derive cash earnings are

2

described in Note 2 of our 2017 financial statements.

Figures for 2009 (and for cash earnings in 2008 only) are presented

3

on a ‘pro forma’ basis; that is, as if the merger between Westpac and

St.George Bank Limited was completed on 1 October 2007. The

basis of presentation of the pro forma results is explained in more

detail in Section 2.1 of Westpac’s Full Year 2009 Results

(incorporating the requirements of Appendix 4E) lodged with the ASX

on 4 November 2009 and that section of the ASX Announcement is

incorporated by reference into this Annual Report.

Cash earnings for 2009 has been restated to exclude the impact of

4

fair value adjustments related to the St.George merger. For further

information refer to Note 32 to the financial statements in Westpac’s

2010 Annual Report.

Return on average ordinary equity.

5

Periods prior to 2015 have not been restated for the bonus element

6

of the 2015 share entitlement offer.

Economic profit represents the excess of adjusted cash earnings

7

over a minimum required rate of return on equity invested. For this

purpose, adjusted cash earnings is defined as cash earnings plus the

estimated value of franking credits paid to shareholders. The

calculation of economic profit is described in more detail in Section 5

of Westpac’s Full Year 2017 Results (incorporating the requirements

of Appendix 4E) lodged with the ASX on 6 November 2017 (the

‘ASX Announcement’).

3,859

3,446

6,346

6,991

5,936

6,751

7,561

8,012

7,445

7,990

08091011121314151617

142

116

139

156

166

174

182

187

188188

20

08091011121314151617

5,047

4,675

5,879

6,301

6,564

7,063

7,628

7,820

7,822

8,062

08091011121314151617

22.3

14.0

16.1

16.0

15.4

15.9

16.4

15.8

14.0

13.8

08091011121314151617

198.3

163.7

197.8

209.3

214.8

227.8

245.4

248.2

235.5

239.7

08091011121314151617

Net profit after tax

1

($m)

Dividends per ordinary share (cents) Special dividends

Cash earnings

2,3,4

($m)

Cash earnings per ordinary share

2,3,4,6

(cents)

Cash earnings to average ordinary equity

2,3,4

(%)









Chairman’s report

Chief Executive Officer’s report

Information on Westpac

Directors’ report

(including Remuneration Report)

1

Chairman’s report
4 2017 Westpac Group Annual Report


Lindsay Maxsted

Chairman



It has been an extraordinary year for your company, with

some significant highs and some challenging lows.

Westpac’s 200 year anniversary was the highlight, marking

an important milestone for your company, and for Australia.

Few companies globally have reached this significant

milestone and to do so with perhaps our strongest ever

balance sheet, sound returns, and as the world’s most

sustainable bank, is something shareholders can be very

proud of. The low for the year has been the further

deterioration in the industry’s reputation and the imposition

of a new federal bank levy (Bank Levy) that has impacted

both the value and the returns from your investment in

Westpac. I will speak further on this below.

2017 performance

Our financial performance this year was sound with statutory

net profit up 7%, lifted by good growth across our banking

businesses and a gain on the further sell-down of our

investment in BT Investment Management of $279 million.

Cash earnings (our preferred measure of performance) for

the year ended 30 September 2017 was up 3% compared to

2016.

Growth across lending, deposits and funds under

administration was sound with margins lower, mostly in the

early part of the year. As a result, net interest income was

2% higher although growth was reduced by the Bank Levy,

which became effective from 1 July 2017. The Bank Levy

had a $95 million impact on revenue and reduced cash

earnings by $66 million, or around 1% for Full Year 2017.

Non-interest income was a little lower over Full Year 2017

(less than 1% down) with a strong performance from our

financial markets business early in the year, partially offset

by lower wealth and insurance income and a provision for

customer payments.

The 2% growth in net interest income combined with the

small decline in non-interest income led to a 2% rise in net

operating income.

Expenses also increased 2% over the year. The rise was

mostly associated with investment in the business and rising

regulatory and compliance costs. Ordinary expense growth

(mostly inflationary increases) was largely offset by

$262 million in productivity improvements.

Impairment charges were significantly lower this year, down

$271 million or 24%. The lower charge reflects the high

quality of our loan portfolio and the successful work-out of

some large stressed facilities.

In our assessment of Westpac’s performance for the year,

the Board was pleased with both overall financial outcomes

and progress on the Group’s strategy. Strategically there

have been further developments on the digital

transformation of the organisation, stronger customer

satisfaction results, another significant reduction in

complaints (down 18% in Australia and 21% in New

Zealand) and a lift in employee engagement — all good

indicators of the strength of the Group’s franchise and value.

The Group’s improved financial performance and excellent

strategic progress contributed to a rise in short term

incentives payable to key management personnel this year.

The Board considered that, overall, performance across a

range of measures exceeded documented expectations.

The Board also considered how the executive team

responded to the sector’s reputation issues.

Longer term incentives did not vest this year as the

stretching hurdles set by the Board when the incentives

were first issued in 2014 were not achieved. These long

term incentives would typically comprise around one third of

an executive’s remuneration.

Capital

From a capital perspective, 2017 has been an important

year for the Group. After a 10-year process we have

achieved a level of capital that our regulator, the Australian

Prudential Regulation Authority (APRA), considers to be

‘unquestionably strong’. Our common equity tier 1 capital

now stands at 10.6%, more than a full percentage point

higher than a year earlier. If we convert this on a like-for-like

basis with international peers, it places us comfortably in the

top quartile of banks globally.

There is a similar story on liquidity. Over the past 10 years

our liquid assets have increased more than fourfold to

$138 billion at 30 September 2017.

APRA has consistently sought to be ahead of global

regulatory trends and this saw a Liquidity Coverage Ratio

introduced in January 2015, with a new Net Stable Funding

Ratio coming into effect from 1 January 2018. Today,

Westpac has ratios of 124% and 109% respectively, ahead

of the 100% benchmarks for both.

We are now materially stronger on both capital and liquidity

in absolute terms and relative to global peers. Of course in

banking you can never be complacent on strength, but it

should be of comfort to shareholders that these ratios are

some of the best in the world.

Chairman’s report
2017 Westpac Group Annual Report 5

Building strength however comes at a cost — increasing

shareholders’ equity, lifting shares on issue and holding

additional liquid assets all impact returns. More specifically,

with the increase in shares on issue, our cash earnings per

share of 239.7 cents was up 2% over the year while the

Group’s return on equity (ROE) was 13.8%

1

, marginally

down from 14.0% in 2016. A further consequence of

building strength is that the Group has held dividends

unchanged over recent halves.

Dividends

This year the Board has determined a final dividend of 94

cents per share, which is unchanged over the prior half and

over the final dividend for 2016. This brings the full year

dividend to 188 cents per share, unchanged from 2016.

In setting the dividend the Group seeks to maintain a payout

ratio that is sustainable over the long term. That is, we aim

to retain sufficient capital for growth and to maintain an

unquestionably strong capital position. At the same time, we

seek to maximise the distribution of franking credits. The

impact of the Bank Levy (which cost an equivalent of 2 cents

per share) was also considered.

The final ordinary dividend represents a payout ratio of

79%

2

. The 94 cents represents a dividend yield of 5.9%

based on the closing share price at 29 September 2017 of

$31.92, or a yield of over 8% after adjusting for franking.

The final ordinary dividend will be paid on

22 December 2017 with the record date of

14 November 2017.

Board changes

There were two changes to the Board over the year. As

discussed in last year’s report, after an outstanding 10-year

tenure, Elizabeth Bryan retired at the conclusion of our 2016

Annual General Meeting (AGM).

In September 2017, we were pleased to announce the

appointment of Nerida Caesar to the Board. Nerida was

most recently the CEO of Equifax, formerly Veda, in

Australia and brings with her a wealth of experience in

technology and innovation.

After the end of the financial year we announced that Robert

Elstone will be retiring following the 2017 AGM. Robert has

been an exceptional director in his six years on the Board;

he has a sharp mind, an attention to detail and an ability to

distil issues and focus on what is important. In a period of

heightened global volatility, having a financial markets

specialist such as Robert has also been an asset to your

Board.

Succession planning for new directors is a regular item on

the Board’s agenda and discussions with new potential

candidates are ongoing. As a result, we anticipate the

appointment of one or two new non-executive directors to

the Board in 2018. Potential appointees are expected to add

strength and diversity to your Board.


1

On a cash earnings basis.

2

On a cash earnings basis.

Banking on trust

Last year I spoke about the important role Australia’s banks

play in the economy, and society, and the overwhelming

benefits they have brought. At an economic level, banks

support Australia’s investment requirements and facilitate

the efficient flow of much-needed foreign capital. At a micro

level, banks not only back individual customers and

businesses to help them meet their financial goals, they

facilitate the efficient flow of funds around the economy.

It has been globally acknowledged that Australia and New

Zealand have been well served by their major banks, both

during and since the Global Financial Crisis. You need only

look at other global markets such as the UK, parts of Europe

and the US to appreciate the devastating impact poorly

performing banks can have on customers and economies

over extended periods. Unfortunately the strength of our

banking sector is not always recognised domestically.

In my report last year I sought to address some of the

banking ‘myths’ that have continued to feature in

commentary on the sector. However, unfortunately, the

quality of debate regarding banks has not improved during

the year.

It is clear that some of the criticism of the Australian Banks is

warranted. There have been times over recent years when

issues surrounding the quality of financial advice; the

treatment of insurance claims, and the quality of lending

and/or enforcement decisions have not been consistent with

putting the customer first and/or acting in their best interests.

As a Bank, and an industry, we have also underestimated

the intensity of community, regulatory and government

reaction to the matters where expectations have not been

met.

At the same time the over reaction by many in leadership

positions has been unhelpful and unnecessarily raised the

level of concern in the community relating to trust in the

sector. In part this is why many people respond to the

question that they trust their banker but don’t trust Banks.

Having said that, let me also be perfectly clear that the

Board and management at Westpac understand we must

act. We have to take more responsibility and lift our

standards to an even higher level – and we are. Brian will

talk to developments further but I can say that the Board is

fully behind these initiatives which essentially involve getting

it right for the customer first time and, in those cases where

we fail to do so, calling out the issue and remediating

promptly and appropriately.

The Bank Levy

I wrote to shareholders when the Bank Levy was first

proposed, to make our position clear and seek your

feedback and support. I want to thank the many

shareholders who responded and those who also shared

their views more broadly, including with their local Members

of Parliament.

1


6 2017 Westpac Group Annual Report

The Bank Levy is now in place, but we must continue to

agitate for its removal. It is a highly inefficient and distortive

tax that places an impost on a small number of Australia’s

largest taxpayers. It discriminates against Australian banks

relative to global peers and it has impacted the value of your

investment and the investments of millions of

superannuation holders across Australia.

Australia’s oldest company

It has been a privilege to be Chairman of Westpac in its

200th year. 2017 has been a special time for the company

and its people and it has given us the opportunity to reflect

on what has been behind our success and our legacy for

the future.

We have created the Westpac Bicentennial Foundation,

and the Businesses of Tomorrow program, and we have

increased community sponsorship. Through each of these

initiatives we have created a stronger connection with the

markets in which we operate. And in so doing we have

created a stronger foundation for your company’s future

success.

It was a real highlight for me to share memories with

shareholders, current and past employees and some of

Westpac’s great leaders over the last 30 years.

It was a particular pleasure to connect with, and speak to,

our last five CEOs, and the last four Chairmen. We had

some great discussions and it is very clear what a great love

all these leaders had, and still have, for your company.

While each leader brought unique skills and experience to

Westpac, what stood out for me was how aligned they were

in their view on strategy and their focus on customer service.

And so as the baton passed between these CEOs it was

invariably a seamless transition. I strongly believe that this

consistency of long-term strategy has played a vital role in

your company’s success.

To mark our 200 years we also published a book filled with

stories about the bank, its people and customers. It is a

great read and I encourage you to see the online version on

our website.

Outlook

We remain very positive about the Australian and New

Zealand economies. Both markets have strong

fundamentals with solid GDP growth, low unemployment

and controlled inflation.

These trends are expected to broadly continue in the year

ahead with Westpac Economics expecting Australia’s GDP

growth to be 3% in 2018. We anticipate that growth will be

supported by an ongoing contribution from exports of

resources and services along with higher public spending,

including for infrastructure and private non-residential

construction. We are however expecting growth to slow

through the year as the construction cycle peaks and weak

income growth continues to weigh on consumers.

Looking ahead, these settings combined with a further

tightening of credit standards and regulatory limits on

elements of mortgage growth, will likely lead to slower

growth in lending and deposits in 2018 relative to 2017. Our

financial settings are in good shape but we will be subject to

the full period impact of the Bank Levy in 2018.

Asset quality is expected to remain sound in the year ahead,

and while there are no signs of material concern we will

remain vigilant, consistent with our low risk approach.

Summary

It has been a landmark year for Westpac. The success we

have achieved, the strength in our balance sheet and the

positive momentum across the Group means we are well

positioned for the future.

As we begin our third century, our biggest challenge lies in

rebuilding our reputation across the communities in which

we operate. If we are to continue prospering in the period

ahead, we must actively demonstrate the value we bring to

society and the value we bring to customers every day. We

will continue to improve on service delivery; genuinely

listening to customers and putting them at the centre of

everything we do. That’s why our service strategy is so

important.

One of the key things our 200th anniversary has shown me

is the passion and commitment of the people of Westpac to

supporting our customers and creating a better future for all

Australians and New Zealanders. It is this passion and

commitment that has seen us through the highs and lows of

the past 200 years and continues to drive us forward and

helps us continue to deliver sustainable returns for you, our

shareholders.






LINDSAY MAXSTED

Chairman

Chief Executive Officer’s report
2017 Westpac Group Annual Report 7


Brian Hartzer

Chief Executive Officer

Dear fellow shareholders,

2017 has been a landmark year for the Westpac Group. As

CEO, it has been an immense honour to lead this company

through our 200th year and into our third century of

business.

At events across the country, and in many of our overseas

offices, I have had the pleasure of speaking with thousands

of our customers, community partners, and staff members.

It has given me—and I know many of our people—a

tremendous sense of pride in this company and the role it

has played in the lives of so many Australians and New

Zealanders throughout its history.

There were many special moments during these events. As

a history ‘tragic’, a particular highlight for me was meeting

Bill McRae, a former employee who served as a Lancaster

Bomber Command pilot in the Royal Air Force during the

Second World War. Bill joined the Bank of New South

Wales in 1929, working in Sydney before our legendary

General Manager, Alfred Davidson, sent him to London to

help build our business in the UK (Alfred Davidson helped

restore Australia’s prosperity during the Great Depression by

initiating the devaluation of the Australian pound). Bill

shared anecdotes of his time in the Royal Air Force and at

the bank on both sides of the war—including how he was

chosen to set up the bank’s first training academy, thanks to

his experience training pilots during the War. I will cherish

his stories.

I also enjoyed meeting customers such as the McDonald

family from Cloncurry, who have banked with Westpac (or

the Bank of New South Wales) since the 1860s. One

customer even brought along his ancestor’s Bank of New

South Wales passbook from 1827—still proudly passed

down as a family heirloom.

Another highlight was sharing a stage in April with five of

Westpac’s former leaders: Gail Kelly, David Morgan, Bob

Joss, Frank Conroy, and Bob White (who sadly passed

away in June). As the Chairman writes in his letter, it was

extraordinary to have some of the great minds of Westpac

all in one place. To put it in perspective, since 1992 these

executives have presided over an increase in the value of

your bank from just less than $5 billion to over $108 billion

today — the total shareholder return over that time

averaging 13% per annum.

There aren’t many companies of our size who could get

such an unbroken chain of former leaders together; and

each of them provided interesting insights from their time as

CEO and observations about today’s business. What really

struck me though was the consistency of their message over

time—the focus on customers, the importance of a strong

balance sheet and inclusive culture, and their pride in

Westpac’s broader role in the community. It was also

pleasing to hear each of them endorse our ‘Service

Revolution’ as the natural extension of these principles and

the right strategy for today.

Bringing our vision to life

As I’ve described in previous letters, our ‘Service Revolution’

strategy is designed to bring to life our vision ‘To be one of

the world’s great service companies, helping our

customers, communities, and people to prosper and

grow’. Our strategy has remained consistent over several

years now, and I’m pleased to report that we’ve continued to

build momentum and deliver projects against each of the five

priorities that comprise the strategy: Service leadership,

performance disciplines, digital transformation, targeted

growth, and workforce revolution.

At its heart, this strategy recognises that we’re a service

business, not a product business—which means that our

core purpose is to help customers achieve what’s important

to them. For shareholders, this means that we create value

by building long-term relationships with our customers—

supporting them through thick and thin.

We recognise that our industry, like the economy as a

whole, is currently undergoing a period of substantial

change. That’s why our primary focus as a management

team is on transforming the company—through the ‘Service

Revolution’ program—to make sure we can continue to

compete and grow value successfully over the medium-to-

long term.

In summary then, our long-term strategy to create value is

to:

 maintain a strong balance sheet and conservative risk

appetite, focused on serving our home markets of

Australia and New Zealand;

 increase the size of our customer base, through the

development of our multiple brands and well-targeted

segment marketing strategies;

1


8 2017 Westpac Group Annual Report

 extend the duration and deepen those relationships by

delivering world-class service and using our digital

assets to encourage people to consolidate their

business with us;

 reduce costs and fuel innovation by consolidating and

modernising our technology platforms and forming

partnerships with selected fintech companies;

 continue to develop a highly-engaged, inclusive culture

and sustainable work practices that help us to attract

and retain the best talent in our market; while

 continuing to deliver a disciplined performance, year-in

and year-out, in order to maintain the shareholder

support for the longer-term investments that we are

making.

With this in mind, let me turn now to our 2017 performance.

2017 performance—an overview

At the start of the financial year, with the support of your

Board, the executive team and I agreed three over-arching

goals for our 200th year:

 first, to deliver a strong financial result;

 second, to deliver substantial improvements in service

quality for our customers; and

 third, to make material progress on our culture and

reputation.

Looking back over the year, I’m pleased with the progress

on each of these goals—although we’ve clearly got more

to do.

Financial performance

Our financial performance exceeded the internal earnings

target that we set at the start of the year. Cash earnings

rose 3%, with a 2% increase in operating income, a 2% rise

in expenses, and a substantial reduction in impairment

charges for bad debts. At the same time, we significantly

strengthened our balance sheet, lifting our common equity

tier 1 (CET1) capital ratio above APRA’s benchmark for

banks to be seen as ‘unquestionably strong’. As these

results include the start of the Federal Government’s new

bank levy, increased ‘macro-prudential’ lending

requirements, and a provision to remediate a number of

historical customer issues (I’ll address these shortly), we

consider this to be a good result. (Note too that our cash

earnings exclude the gain on the sale of shares in BT

Investment Management (BTIM) during the period, which

benefits shareholders’ equity. This gain is included in our

reported statutory profit.)

All of our banking divisions performed well, with cash

earnings growth of between 4% and 18%. However,

earnings from BT Financial Group (our wealth management

and insurance business) were 11% down on last year. This

was primarily driven by a number of infrequent items, as well

as significant incremental regulatory and compliance costs.

However, underlying growth in funds under administration,

insurance premiums, and lending within BTFG continued to

be strong.

We sold down our shareholding in BTIM this year from 29%

to 10%, booking a gain of $279 million. It’s worth reflecting

that this has been an outstanding investment for our

shareholders, many of whom also participated in BTIM’s

initial float back in 2007. The decision to sell down reflects

our belief that the future of this business is about ‘open

architecture’ platforms that provide customers and advisors

with a convenient place to manage all of their money,

wherever they choose to invest it. While some of our

competitors are increasingly looking to exit their wealth and

insurance businesses, we continue to believe that having a

strong business in this category will give us an increasing

competitive advantage as Australia’s population ages in the

years ahead.

Within our banking businesses, there were a number of

significant dynamics at play this year that are worth

highlighting.

The first was in Australian mortgages, where APRA

extended its requirements for banks in ways designed to

improve the resilience of the sector to a potential downturn

or substantial increase in interest rates. Specifically, we

were required to maintain investor mortgage growth to less

than 10% per year, and to reduce the proportion of new

mortgage lending with an interest only option to below 30%.

Through a combination of pricing and other actions, both of

these targets were met: Investor mortgage lending grew at

around 6%, and the proportion of interest only lending for the

September 2017 quarter was 26%. However, the

consequence of these and other changes on loan

serviceability assessments was that our overall mortgage

lending grew a little slower than the overall financial system

this year—a result we were comfortable with.

Looking at our balance sheet more broadly, we continued to

prioritise strong growth in deposits while limiting growth in

lending to where returns remain attractive. Total deposits

were up 4% for the year, with high quality household

deposits growing faster than the financial system. Overall

loans grew 3%, with strong growth in small and medium

business as well as the faster-growing service sectors of

health, education, and tourism. However, this was offset by

slower growth in areas such as commercial property, trade

finance and auto finance, where strong competition from

offshore firms has made the returns much less attractive.

We substantially increased the strength of our capital

position this year as well. Our CET1 capital ratio increased

more than a full percentage point to 10.6%, due to

business unit profit growth, our dividend reinvestment plan,

the further sell-down in BTIM, and better capital efficiency.

Although we are still waiting for APRA’s final capital rules, it

is satisfying to know that the strengthening of our balance

sheet required post the GFC is now nearing its end.

Our funding and liquidity position also improved over the

year. We’ve grown deposits, reduced our reliance on

offshore short-term wholesale funding, and further

lengthened the tenor of funding. We also met the new Net

Stable Funding Ratio requirements (essentially a measure of

our longer-term liquidity position) almost a year before the

required 1 January 2018 start date.

Chief Executive Officer’s report
2017 Westpac Group Annual Report 9

The combination of all of these factors meant that net

interest margin was down 4 basis points over the year,

including one quarter’s impact of the Federal Government’s

Bank Levy (which reduced the margin by 1 basis point).

Most of the margin decline happened early in the year, with

the impact of repricing and a greater focus on return leading

to higher margins in the second half of the financial year.

Asset quality remained strong during the year, with the ratio

of stressed assets to total committed exposures (TCE)

declining 15 basis points to 1.05%, and a significant

reduction in credit impairment charges over the year. This

reflects both a reduction in new impaired assets along with

the work-out of a small number of larger impairments during

the year. Mortgage delinquencies have also been sound

with little change over the year—although we are monitoring

Western Australia and regional Queensland closely, as

these regions continue to be impacted by the slowdown in

mining investment. Fortunately, recent indicators suggest

that the worst may now have passed, especially in WA.

Non-interest income was a little lower over the year (down

$36 million). The Group recorded higher markets income

(particularly in the first half of the year), improved business

line fees, and good funds management and insurance

flows—however these gains were offset by regulatory

reductions to credit card interchange fees as well as

provisions for customer payments that totalled $169 million

(most of which was included in non-interest income).

Operating expenses grew 2% over the year, which was at

the lower end of the 2-3% medium term range that we

expect—a good result. In a challenging revenue

environment, our goal continues to be to offset business-as-

usual expense growth with productivity savings. This year

we generated $262 million in productivity savings—equal to

around 3% of our cost base—and removed over 900 roles.

Some of the productivity initiatives we completed this year

included:

 launching new mobile banking features to help

customers do their banking on the go;

 installing new call centre technology that speeds up

customer ID verification and provides better functionality

to our call centre team members to help serve

customers better;

 streamlining organisation structures and ‘spans of

control’; and

 consolidating head office locations and transforming

them into more flexible workspaces.

Thanks to initiatives like these, the overall 2% rise in

expenses was largely driven by investments we are making

in our strategic agenda, along with some increases in cost

for regulatory and compliance activities. The cost to income

ratio for FY17 was 42.2%, which puts us among the most

efficient banks in the world, and we remain committed to

taking this ratio below 40% over the next few years.

At a cash earnings level, 3% growth in cash earnings

translated to a 2% increase in earnings per share—mostly

due to the impact of additional shares issued under the

dividend reinvestment plan. What this highlights is that

higher capital levels come at a cost: With increased capital

during the year contributing to a 22 basis point decline in

return on equity (ROE) to 13.8% (although that level remains

within the 13% to 14% band the Group is seeking to

achieve).

Customer performance

The best assessment of whether we are achieving our goal

of becoming one of the world’s great service companies

comes from our customers, and given the size and scope of

our businesses we look at a number of different customer

feedback measures to help us evaluate our performance.

Although any sample-based survey of customer feedback

has its drawbacks, one of the best overall measures is the

Net Promoter Score (NPS), which looks at the relationship

between customers who are advocates for the bank versus

customers who are detractors of the bank. Pleasingly, the

NPS of our consumer banking business has gradually

improved over the year, moving from the bottom of our major

bank peer group 12 months ago to being ranked first in

September 2017.

Another measure we track is the volume of complaints we

receive, and the relationship between those complaints and

the compliments received over the same period. This year

customer complaints across Australian operations fell 18%

compared to FY16, continuing a trend that we’ve seen for

the last several years. Meanwhile compliments received by

our branch network outnumbered complaints by 3.5 to 1,

improving from 3 to 1 last year.

Few things frustrate customers more than not having

services available when they need them. This year,

improvements to our infrastructure have led to a material

reduction in system downtime: In the first half of FY17 we

recorded five ‘severity one’ incidents (system outages with a

significant customer impact) in Australia—and we had no

such outages in the second half of the year. This compares

with 19 such incidents in the previous year.

Improvements in our technology and processes are

reinforced by the Our Service Promise program, a Group-

wide initiative that defines excellent service for our people

and reminds them to incorporate this mindset into action

every day. The program is fundamental to our efforts to

build a genuine service culture, and it’s working. Across the

Westpac Group I regularly see examples of our people

taking the initiative to solve a customer’s problem, to find

creative ideas that help our customers to thrive financially,

and to build genuine long-term relationships.

It’s also important that I and my leadership team support our

people to deliver that high standard of service. So this year

we’ve worked to reduce roadblocks for our people and free

up more time for them to spend with customers: We’ve

digitised time-absorbing tasks, improved the usability of staff

tools, and reduced the number products on offer—making it

easier for our people to recommend the right product and

navigate our processes.

1


10 2017 Westpac Group Annual Report

In our Consumer Bank, we’ve also removed product-based

sales incentives for our front line tellers and personal

bankers, replacing them with service-based metrics. This

means that our people are now more empowered to deliver

better service to customers and indeed are explicitly

rewarded for doing so.

Culture and reputation

As a service business in a highly competitive market, the

quality of our people and culture is a major determinant of

our success. That’s why we’re so focused on making the

Westpac Group attractive to the best bankers in the market,

and creating an environment where those people can do

their best work.

The 200th anniversary gave us the opportunity to remind our

people of the role our company has played—and continues

to play—in helping our customers and Australia/New

Zealand as a whole to thrive. As a result, we’ve seen a

significant increase in staff pride over the year. This—along

with investments we’ve made in our people’s skills,

leadership training, and a variety of community and

sustainability initiatives during the year—has led to a

significant increase in staff morale, as measured by our

employee survey.

On our preferred measure of ‘staff engagement’, we saw a

10 percentage-point increase over the year to 79%. This is

above the global high-performance benchmark for large

companies, and a remarkable increase in a year for a

company with over 39,000 employees.

As well as investing in our people’s skills, we continue to

work hard to make sure the culture is one where everyone

feels welcome and supported. Our Sustainability

Performance Report sets out a number of the initiatives we

undertook this year, but one milestone deserves special

mention: In 2017 Westpac reached its target of having 50%

of its leadership positions held by women. Of course, we

have more to do to ensure diversity is better reflected across

the organisation, but this is a significant achievement.

Improving our reputation

It’s no secret that bank reputations have been under scrutiny

over the past few years, and Westpac has not been immune.

Given the amount of media attention this has received in

recent months, I’d like to make a few observations about the

causes of this situation and what we’re doing about it.

There are a number of causes, starting with missteps by the

banks themselves—including Westpac. These include high-

profile incidents around poor financial advice, denied

insurance claims, poor service, loose or inadequate risk

controls, and allegations of inappropriate staff behaviour.

Although many of these incidents have been specific to

individual institutions, in the current environment each one

affects the reputation of the industry as a whole.

Compounding these issues has been a significant step-up in

community expectations and regulatory intervention. This

has meant that some policies or business practices that

were acceptable in the past no longer pass muster.

At the same time, the volatile political situation in our State

and Federal Parliaments means that issues which would

previously have been dealt with by the appropriate regulator

are now attracting attention from all sides of politics.

The banking sector is working hard to address these

concerns and has nearly completed implementing a six-point

action plan that addresses issues like sales incentives,

complaint handling, support for whistle-blowers, and the

removal of individuals from the industry who breach the law

or codes of conduct. Westpac is fully committed to this effort

and has completed its work on five of the six points (the final

point, a re-write of the Code of Banking Practice, should be

finished next month).

In Westpac’s case, we have participated in a large number

of formal reviews this year by our various regulators and

political bodies, covering topics such as financial planning,

insurance, superannuation, mortgage lending and pricing

practices, credit cards, systems stability, and anti-money

laundering. The Australian Securities and Investments

Commission (ASIC) has also initiated various legal

proceedings against us, alleging we manipulated the bank

bill swap rate (BBSW), provided inappropriate financial

advice through our ‘scaled advice’ phone channel, and

breached our responsible lending obligations. Our principle

is to accept responsibility when we have done the wrong

thing, but in each of these cases we disagree with ASIC’s

position and are defending our actions.

Regardless of the merits, the reality is that the industry has a

significant challenge ahead to rebuild its reputation. In

particular, we need to address the perception that we put our

own needs ahead of those of our customers.

Getting it right and—when we don’t—putting it right

Across the bank we are proactively reviewing our products

and services and the way we have engaged with our

customers. I call this program ‘Get it Right/Put it Right’. The

idea is to make sure that we align all of our products and

services with our customers’ interests, while making them

simpler, fairer, and more transparent. And, where we

uncover an issue that we need to put right, we ensure that

no customer has been disadvantaged from these past

practices. This work has already led to a number of

important changes and actions.

We’ve introduced our new Westpac Lite credit card, with an

interest rate of 9.9% p.a.—the first card of its kind in the

Australian market. We’ve also reduced everyday transaction

fees on our ‘legacy’ personal transaction accounts, and

removed ATM withdrawal fees when non-customers use one

of our ATMs.

Our reviews of our superannuation disclosure resulted in

payments to some of our customers with pre-existing

conditions who did not have the benefit of our improved

disclosure practices. Similarly, we identified that for some

product packages sold in the past customers did not receive

all the benefits to which they were entitled—and we’re now

going back and rectifying the error for each affected

customer. We’ve also automated these benefits so this can’t

happen again.

Chief Executive Officer’s report
2017 Westpac Group Annual Report 11

Based on what we know now, we believe we have dealt with

the most significant of these issues in our 2017 result.

However, these reviews will continue for some time and it is

possible that more issues will emerge that we need to

address. In any event I am confident that this is the right

approach to put our business on a more sustainable footing.

In November last year we appointed Adrian Ahern, a highly

respected former senior lawyer, as our first ‘Customer

Advocate’. Mr. Ahern reports through to me separate from

our businesses, and is thus an independent avenue for

customers to seek a fair and balanced outcome for their

complaints. Our new Customer Council and the new

Stakeholder Advisory Panel are both designed to help us

better understand customer and community views and

identify areas where we could do better. We have also

taken steps to encourage our people to speak up when they

see something that isn’t right, including a new anonymous

phone line and additional protections for whistle-blowers. As

a result we have seen a significant (up 10%) increase in

employees confirming they feel it is ‘safe to speak up’

1

.

The current level of public and political scrutiny is likely to

continue for some time. Hopefully you can see from the

initiatives above that we are committed to taking actions that

will address the substantive issues over time.

Creating a sustainable future

One of the highlights of 2017 was retaining our position as

the most sustainable bank globally in the Dow Jones

Sustainability Index (DJSI). This was the fourth year in a

row and 10th time overall that Westpac has achieved the

global banking sector’s leadership position. The DJSI

assesses companies on a range of criteria including

corporate governance, codes of conduct, HR practices,

community involvement, and environmental policies.

A commitment to sustainable business practices is a big part

of the culture at Westpac: In fact many of our staff have told

me that they were attracted to work at Westpac in large part

because of these policies.

This year we released an updated Climate Change Action

Plan, which attracted significant media and community

attention. In our plan we outlined the steps we will take to

meet our commitment to helping limit global warming to less

than two degrees. This includes our approach to lending to

energy-intensive and renewable sectors, reducing our own

carbon footprint, and helping Australian households to

become more climate-resilient, improve their energy

efficiency and reduce their environmental impact.

The feedback we received on our new climate policy was

overwhelmingly positive. However I know that there are

some shareholders who do not agree with our policy, and

who believe that our actions have overstepped the mark.

Some of you told us that banks should stay out of the

climate debate and just focus on their lending activities. We

respectfully disagree, for two reasons. First, it’s important

that we assess all the risks associated with any lending

proposal, and environmental risks—along with potentially-

related government actions—are increasingly a risk in many


1

2017 Employee Engagement Survey.

transactions. Second, we believe it is in the best long-term

interest of the economy—and therefore our shareholders—

to support a balanced but deliberate transition towards a two

degree economy.

Preparing for a digital future

The final topic I would like to address is how we’re preparing

Westpac for the rapidly-arriving digital future. As many of

you would recall, 2017 saw the 10-year anniversary of

Apple’s iPhone—and it’s astonishing to reflect on how many

aspects of our economy and our daily life have changed in

10 short years.

The impact of digital technology on banking around the

world has been profound, and the changes aren’t close to

done yet. In early October, I visited our branch in Shanghai,

where the vast majority of customers now use an app on

their mobile phone as their main payment device. And two

of the biggest payment applications—WeChatPay and

AliPay—are operated by companies that aren’t even banks.

The threats—and opportunities—created by mobile banking

are profound.

Meanwhile advances in software development, data storage,

and broadband internet mean that so-called ‘cloud

computing’ is an increasingly viable tool for large companies

to improve efficiency and reduce technology costs.

At Westpac one of the main reasons we have survived 200

years is that we’ve always been willing to adapt—to changes

in the economy, in society, and in technology. So we’re

staring straight into these changes and adapting both our

customer service and our underlying technology to make

sure we stay nimble and competitive—and support our

customers to do the same.

This year we also rolled out numerous technology

innovations to customers, including our new wealth platform

(BT Panorama), a new corporate lending portal for

customers of Westpac Institutional Bank, e-conveyancing for

mortgages, cheque digitisation, Lantern Pay (a new payment

platform that supports the Government’s National Disability

Insurance Scheme), and numerous feature and useability

enhancements for mobile banking across all brands.

Our Panorama wealth platform has been a highlight.

Panorama allows investor customers and their advisors to

manage and protect an individual’s wealth and insurance in

a simple-to-use, mobile-accessible platform that integrates

fully into the Group’s online banking systems. The number

of advisers using the platform has continued to grow, with

around $4 billion of funds added to the platform—nearly

100% growth over the year. Other major projects delivered

this year included a new call centre platform, a new ‘big

data’ platform, and the first phase of our new ‘customer

service hub’—which will ultimately help us to consolidate the

St. George and Westpac back-end systems.

We also recognise that much of the innovation and

advances in technology will emerge from small fintech

companies, and so are working hard to build our links with

potential leaders in this arena. To date our Reinventure

venture capital fund has made early-stage investments in

1


12 2017 Westpac Group Annual Report

around 15 fintech startups, giving us an early insight into

emerging innovations in data analysis, payments, and digital

lending. We have also made direct investments in

companies such as zipMoney and Uno Home Loans, which

have the potential to serve as important partners in areas

that are a related but a bit outside of our core businesses.

We must acknowledge that investments in early-stage

companies such as these are inherently risky. However we

have been very pleased so far with the progress these

companies are making. We also find that our involvement

gives us valuable exposure to trends in technology and

some of the emerging business models with which we will

need to compete.

Summary

As you can see, 2017 has been a huge year for the banking

industry, and for the Group. Despite the challenges we

faced, I’m proud of our team and what we have delivered for

you and the future value of your investment in Westpac

shares.

I’ll finish by assuring you that we enter our third century in

great shape, with a clear strategy, growing momentum, and

renewed confidence that we are well on the way to building

one of the world’s great service companies.

All the best,




BRIAN HARTZER

Chief Executive Officer

Westpac Group

Information on Westpac
2017 Westpac Group Annual Report 13

Westpac is one of the four major banking organisations in

Australia and one of the largest banking organisations in

New Zealand. We provide a broad range of banking and

financial services in these markets, including consumer

1

,

business and institutional banking and wealth

management services.

We have branches, affiliates and controlled entities

2


throughout Australia, New Zealand, Asia and in the Pacific

region, and maintain branches and offices in some of the

key financial centres around the world.

3


We were founded in 1817 and were the first bank

established in Australia. In 1850, we were incorporated as

the Bank of New South Wales by an Act of the

New South Wales Parliament. In 1982, we changed our

name to Westpac Banking Corporation following our merger

with the Commercial Bank of Australia. On 23 August 2002,

we were registered as a public company limited by shares

under the Australian Corporations Act 2001 (Cth)

(Corporations Act).

At 30 September 2017, our market capitalisation was

$108 billion

4

and we had total assets of $852 billion.

Business strategy

Westpac’s vision is ‘To be one of the world’s great service

companies, helping our customers, communities and people

to prosper and grow’.

Our strategy seeks to deliver on this vision by building deep

and enduring customer relationships, being a leader in the

community, being a place where the best people want to

work and, in so doing, delivering superior returns for

shareholders.

In delivering on our strategy, we are focused on our core

markets, including Australia and New Zealand, where we

provide a comprehensive range of financial products and

services that assist us in meeting the financial services

needs of customers. With our strong position in these

markets, and over 13 million customers

5

, our focus is on

organic growth, growing customer numbers in our chosen

segments and building stronger and deeper customer

relationships.

A key element of this approach is our portfolio of financial

services brands, which we believe enables us to appeal to a

broader range of customers and provides us with the

strategic flexibility to offer solutions that better meet

individual customer needs.


1

A consumer is defined as a person who uses our products and

services. It does not include business entities.

2

Refer to Note 35 to the financial statements for a list of our material

controlled entities as at 30 September 2017.

3

Contact details for our head office, major businesses and offshore

locations can be found on the inside back cover.

4

Based on the closing share price of our ordinary shares on the ASX

as at 30 September 2017.

5

All customers with an active relationship (excludes channel only and

potential relationships) as at 30 September 2017.

As we continue to build the business, the financial services

environment remains challenging and has required us to

maintain focus on strengthening our financial position while

at the same time improving efficiency. This strengthening

has involved:

 lifting the level and quality of our capital;

 improving our funding and liquidity position; and

 seeking to maintain a high level of asset quality and

provisioning.

While we are currently one of the most efficient banks

globally, as measured by a cost to income ratio, we continue

to focus on ways to simplify our business to make it easier

for customers to do business with us and to make work more

enjoyable for our people. We believe these improvement

efforts also contribute to reducing unit costs that create

capacity for further investment for growth.

Throughout 2017 we continued our focus on delivering

superior outcomes for our customers and shareholders

through our Service Revolution transformation. The Service

Revolution is seeking to: provide a truly personal service for

customers while better anticipating their needs; put

customers in control of their finances; respond to the

increased pace of innovation, disruption and changing

customer behaviours through digitisation and increasing our

capacity for innovation; and innovate and simplify to reinvent

the customer experience.

As part of our delivery of the Service Revolution, we have

developed an integrated, multi-year plan that will be

executed across the Group. In 2017, we delivered significant

outcomes and met key milestones on a number of our

transformation programs focused on the digitisation of the

company through the design and development of a single

bank technology infrastructure. We expect this will

significantly transform customer experiences and drive

operational efficiency. At the same time, our Consumer Bank

and Business Bank transformation programs continued to

deliver market-leading customer services, while lowering the

cost to serve.

Over the year, substantial work has also been undertaken

on conduct and culture, with work focused on continuing to

strengthen our conduct management across the Group. In

addition, work continues on ensuring that we are responding

to our changing regulatory and industry landscape, with

initiatives around a product remediation program,

implementing Australian Bankers’ Association (ABA)

industry initiatives (further information is contained in

‘Significant developments’) and enhancing our remuneration

frameworks.

Sustainability is part of our strategy of seeking to anticipate

and shape the most pressing emerging social issues where

we have the skills and experience to make a meaningful

difference and drive business value. Our approach makes

sustainability part of the way we do business, embedded in

our strategy, values, culture and processes.

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14 2017 Westpac Group Annual Report

Supporting our customer-focused strategy is a strong set of

company-wide values, which are embedded in our culture.

These are:

 integrity;

 service;

 one team;

 courage; and

 achievement.

Strategic priorities

In delivering our strategy, we have five strategic priorities

that help guide our activities:

Service leadership

a)

 provide a seamless customer experience across

all channels;

 deepen relationships through context-based customer

experiences using our portfolio of brands; and

 acquire new customers by making it simpler, easier and

better for customers to choose us.

Digital transformation

b)

 create a 21st century, digitised bank with multi-

brand capabilities;

 simplify products and processes by digitising end-to-

end; and

 drive efficiency opportunities from digitisation and

consolidation of systems.

Performance discipline

c)

 to be the region’s best performing bank;

 manage the business in a balanced way across

strength, growth, return and productivity;

 maintain strong levels of capital, to meet the needs of all

our stakeholders and requirements of regulators;

 continue to enhance our funding and liquidity position,

including ensuring a diversity of funding pools and

meeting new liquidity requirements; and

 maintain a high quality portfolio of assets, coupled with

appropriate provisioning.

Growth highways

d)

 focus on stronger growth in:

– small to medium enterprises;

– wealth; and

 be targeted in specific business segments.

Workforce revolution

e)

 focus on a customer-centric culture;

 strengthen the skills of our people to better serve

customers and meet their complete financial needs;

 empower our people to drive innovation, deliver new

and improved ways of working and be responsive

to change; and

 continue to enhance the diversity of our workforce.

Organisational structure

Our operations comprise the following key customer-facing

business divisions operating under multiple brands.

Consumer Bank (CB) is responsible for sales and service to

consumer customers in Australia under the Westpac,

St.George, BankSA, Bank of Melbourne and RAMS brands.

Activities are conducted through a dedicated team of

specialist consumer relationship managers along with our

call centres and our extensive network of branches and

ATMs. Customers are also supported by a range of internet

and mobile banking solutions. CB also works in an

integrated way with BTFG and WIB in the sales and service

of select financial services and products, including in wealth

and foreign exchange. The revenue from these products is

mostly retained by the product originator.

Business Bank (BB) is responsible for sales and service to

micro, small to medium enterprises (SME) and commercial

business customers in Australia for facilities up to

approximately $150 million. The division operates under the

Westpac, St.George, BankSA and Bank of Melbourne

brands. Customers are provided with a wide range of

banking and financial products and services to support their

borrowing, payments and transaction needs. In addition,

specialist services are provided for cash flow finance, trade

finance, automotive and equipment finance, property finance

and treasury. The division is also responsible for consumer

customers with auto finance loans. BB works in an

integrated way with BTFG and WIB in the sales and service

of select financial services and products including corporate

superannuation, foreign exchange and interest rate hedging.

The revenue from these products is mostly retained by the

product originator.

BT Financial Group (Australia) (BTFG) is the Australian

wealth management and insurance arm of the Westpac

Group, providing a broad range of associated services.

BTFG’s funds management operations include the

manufacturing and distribution of investment,

superannuation, retirement products, wealth administration

platforms, private banking, margin lending and equities

broking. BTFG’s insurance business covers the

manufacturing and distribution of life, general and lenders

mortgage insurance. The division also uses third parties to

manufacture certain general insurance products. In

managing risk across all insurance classes, the division

reinsures certain risks using external providers. BTFG

operates a range of wealth, funds management and financial

advice brands (including Ascalon which is a boutique

incubator of emerging fund managers) and operates under

the banking brands of Westpac, St.George, Bank of

Melbourne and BankSA for Private Wealth and Insurance.

Westpac Institutional Bank (WIB) delivers a broad range of

financial products and services to commercial, corporate,

institutional and government customers with connections to

Australia and New Zealand. WIB operates through dedicated

industry relationship and specialist product teams, with

expert knowledge in transactional banking, financial and

debt capital markets, specialised capital and alternative

investment solutions. Customers are supported throughout

Australia as well as via branches and subsidiaries located in

New Zealand, the US, UK and Asia. WIB is also responsible

Information on Westpac
2017 Westpac Group Annual Report 15

for Westpac Pacific, currently providing a range of banking

services in Fiji and PNG. WIB works in an integrated way

with all the Group’s divisions in the provision of more

complex financial needs, including across foreign exchange

and fixed interest solutions.

Westpac New Zealand is responsible for sales and service

of banking, wealth and insurance products for consumers,

business and institutional customers in New Zealand.

Westpac conducts its New Zealand banking business

through two banks in New Zealand:

 Westpac New Zealand Limited (WNZL), which is

incorporated in New Zealand; and

 Westpac Banking Corporation (New Zealand Branch),

which is incorporated in Australia.

Westpac New Zealand operates via an extensive network of

branches and ATMs across both the North and South

Islands. Business and institutional customers are also

served through relationship and specialist product teams.

Banking products are provided under the Westpac brand,

while insurance and wealth products are provided under

Westpac Life and BT brands, respectively. Westpac

New Zealand also maintains its own infrastructure, including

technology, operations and treasury.

Group Businesses include:

 Treasury, which is responsible for the management of

the Group’s balance sheet including wholesale funding,

capital and management of liquidity. Treasury also

manages the interest rate risk and foreign exchange

risks inherent in the balance sheet, including managing

the mismatch between Group assets and liabilities.

Treasury’s earnings are primarily sourced from

managing the Group’s balance sheet and interest rate

risk (excluding Westpac New Zealand) within set risk

limits;

 Group Technology, which comprises functions for the

Australian businesses, is responsible for technology

strategy and architecture, infrastructure and operations,

applications development and business integration; and

 Core Support, which comprises functions performed

centrally, including Australian banking operations,

property services, strategy, finance, risk, compliance,

legal and human resources.

Group Technology costs are fully allocated to other divisions

in the Group. Core Support costs are partially allocated to

other divisions in the Group, with costs attributed to

enterprise activity retained in Group Businesses.

Group Businesses also includes items, including earnings on

capital not allocated to divisions, accounting entries for

certain intra-group transactions that facilitate the

presentation of the performance of the Group’s operating

segments, earnings from non-core asset sales and certain

other head office items such as centrally raised provisions.

Competition

The Group operates in a highly competitive environment

across the regions in which we do business.

We serve the banking, wealth and risk management needs

of customer segments from consumers to small businesses

through to large corporate and institutional clients. The

Group competes with other financial services industry

players for customers, by covering their transacting, saving,

investing, protecting and borrowing needs with a wide set of

products and services. Our competitors range from large

global organisations with broad offerings to entities more

focused on specific regions, products or services. Our

competitors include financial services and advisory

companies such as banks, investment banks, credit unions,

building societies, mortgage originators, credit card issuers,

brokerage firms, fund and asset management companies,

insurance companies, online financial services providers and

increasingly, technology companies are also developing

competitive offerings.

Like other financial services providers, our competitive

position across customer segments, products and

geographies is determined by a variety of factors. These

include:

 the quality, range, innovation and pricing of products

and services offered;

 digital and technology solutions;

 customer service quality and convenience;

 the effectiveness of, and access to, distribution

channels;

 brand reputation and preference;

 the types of customer served; and

 the talent and experience of our employees.

We also operate in an environment where digital innovation

is changing the competitive landscape. In the context of

innovation, we are dependent on our ability to offer new

products and services that match evolving customer

preference and compare favourably to those of our

competitors. The competitive nature of the industry means

that if we are not successful in developing or introducing

new products and services, or in responding or adapting to

changes in customer preferences and habits, we will lose

customers to our competitors.

Competition within Australia’s financial system is evidenced

by both the significant number of providers and the range of

products and services available to customers. In Australia,

we have seen competition for deposits partly driven by

clearer global regulatory requirements for liquidity

management in the post-Global Financial Crisis

environment, such as the introduction of the Liquidity

Coverage Ratio (LCR) in 2015 and the upcoming Net Stable

Funding Ratio (NSFR). Banks and other financial institutions

also seek to achieve a higher proportion of high quality

deposit funding as credit rating agencies and debt investors

look for strong balance sheet positions in their assessment

of quality institutions.

Competition for lending is also expected to remain high. At

the same time, businesses and consumers are cautious

about the global outlook and continue to reduce gearing.

The residential mortgage business continues to be highly

competitive, with increased regulatory oversight to make the

balance sheets of both borrowers and lenders more resilient.

In particular, the most recent regulatory focus has been on

limiting interest only lending. The high degree of competition

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16 2017 Westpac Group Annual Report

and regulatory interest is expected to continue. Serving

business customers’ transaction and trade financing needs

has been at the centre of competitive activity as customer

expectations increase.

In our wealth business, we expect the broader competitive

landscape to continue to undergo significant change with

ongoing consolidation in life insurance, continued regulatory

and structural change in financial advice, and increased

overseas interest and participation in superannuation.

In New Zealand, the Group is experiencing strong

competition as banks vie for new customers. Competition for

deposits remains intense and home lending is particularly

competitive on price and switching incentives.

Outlook

1


The Australian economy has continued to grow solidly in

2017. GDP increased by 1.8% for the year to June 2017,

being affected by the severe weather along Australia’s

eastern seaboard in the March quarter 2017. As this impact

fades, GDP growth is forecast to increase to around 3% by

the end of calendar 2017.

Recent growth has been supported by continued

employment growth, more confidence around the global

economy, higher commodity prices, a boost in public

spending and a reduced drag from the slowdown in mining

investment. We have also been encouraged by some

improvement in the level of non-mining business investment,

particularly in the construction sector.

Despite this encouraging news, the Reserve Bank has

chosen to keep interest rates on hold. Concerns around the

consumer are a key issue. Income growth has been modest;

household leverage has increased and household budgets

are being impacted by rising energy costs.

The current mix of growth has continued to vary across

Australia. NSW and Victoria are performing particularly well,

benefiting from low interest rates and stronger housing

construction. Conditions have been much more challenging

in areas impacted by the slowdown in mining (WA and

regional Queensland). In both these regions we have seen

rising unemployment, falling house prices, restrained

spending and higher loan delinquencies. More recently,

there are signs of an improvement, particularly in light of

higher commodity prices, although realistically, a full

recovery is likely to take some time.

In New Zealand, the economy has also been sound, with a

solid pipeline of construction projects, strong population

growth and low interest rates all supporting growth. Some

construction delays and capacity constraints have, however,

limited this growth. GDP growth has held at around 3%, with

unemployment of around 5% and inflation near 2%.

The international outlook has improved over the year. The

consensus view at the recent IMF meeting in Washington

was that 2017 has been the best year for synchronised

global growth since the Global Financial Crisis.

Within Australia, the 2018 outlook is for real GDP to grow at

around 2.5%, with growth expected to slow through the year.

That profile reflects the Group’s expectation that ongoing


1

All data and opinions under ‘Outlook’ are generated by our internal

economists and management.

weak income growth will further weigh on the consumer

through 2018. Prospects for a reasonable lift in business

investment are still clouded while housing construction, after

being a contributor to growth, is likely to peak with its impact

slowing in the year ahead. On the other hand, there will be

ongoing contributions from exports, both resources and

services, public demand, including infrastructure and from

private non-residential construction. Consistent with that

growth profile, we expect the recent strength in employment

growth to slow next year, with a small rise in the

unemployment rate likely.

Inflation is also anticipated to remain at the lower end of the

RBA’s target band and this, along with a modest slowdown

in growth, is expected to see the RBA’s cash rate hold at

1.5% through 2018.

Financial system credit grew by just below 6% in the year to

September 2017, with system housing credit rising 6.5%,

and system business credit expanding by 4.5%. Other

consumer credit declined over the year by just over 1% –

this continues a path of no growth in other consumer credit

for a number of years.

Given the economic backdrop, and the further tightening of

credit standards as the full consequences of macro-

prudential measures flow through, growth in financial system

credit in the year to September 2018 is expected to slow to

around 4.5%. In particular, housing credit growth is forecast

to ease to closer to 5.0%, while business credit is expected

to slow to nearer 4.0%.

Westpac Group remains focused on executing our strategy

of creating a great service company, with our five strategic

priorities assisting to guide this transformation. These

include:

 maintaining our performance disciplines – continuing to

be prudent in the management of capital, funding and

liquidity; managing returns effectively seeking to

achieve a cash ROE between 13% and 14% and

remaining disciplined on asset growth;

 through service leadership, continue to build our

customer base while also increasing the depth of

customer relationships;

 digital transformation is utilising technology to materially

improve efficiency and reduce the Group’s cost to

income ratio to below 40% in the medium term;

 wealth, small and medium business enterprises will

continue to be our areas of targeted growth. These

include further building on the Group’s wealth

management system, called Panorama, and using new

technologies to make business banking more

accessible to customers; and

 through our workforce revolution priority we are seeking

to further build a stronger and more diverse workforce

where the best people want to work.

The financial services industry continues to experience

significant regulatory change and pressure. The Bank Levy

will be fully applied through the year. Following

announcements from our regulator, APRA, we have greater

clarity on what sort of capital levels we require to be

considered ‘unquestionably strong’. APRA have indicated

Information on Westpac
2017 Westpac Group Annual Report 17

they expect to finalise their updated capital rules by the end

of calendar 2017, which will draw upon the capital

frameworks being developed by the Basel Committee on

Banking Supervision. Banks are expected to be required to

meet these new standards by 1 January 2020. We believe

the Group is already well placed to meet the Net Stable

Funding Ratio (NSFR) which applies from 1 January 2018.

Given the strength of our business, and our balance sheet,

in both absolute terms and relative to peers, we believe

Westpac is well placed to respond to any additional

regulatory requirements.

Looking ahead, with our strong positioning, disciplined

growth and solid operating performance across all divisions,

combined with good progress on our strategic priorities,

Westpac believes it is well positioned to continue delivering

sustainable outcomes for shareholders and customers.

Significant developments

Corporate significant developments

Bank Levy for Authorised Deposit-taking Institutions (ADIs)

On 23 June 2017, legislation was enacted that introduced a

new levy on ADIs with liabilities of at least $100 billion (Bank

Levy). The Bank Levy became effective from 1 July 2017

and the rate is set at 0.06% per annum of certain ADI

liabilities. There is no end date provided for the Bank Levy.

The Bank Levy applies to liabilities of Westpac (including its

offshore branches), but does not apply to liabilities of

Westpac’s subsidiaries. Furthermore, the Bank Levy is not

charged on Additional Tier 1 capital, deposits protected by

the Financial Claims Scheme and RBA exchange settlement

balances. The legislation also provides for inclusion of

derivative liabilities on a net basis and for the Bank Levy to

be tax deductible.

The Bank Levy cost Westpac $95 million in Full Year 2017,

with an after tax impact of $66 million and is estimated to

cost Westpac approximately $405 million in Full Year 2018,

with an after tax impact of approximately $284 million.

House of Representatives Standing Committee on

Economics’ Review of the Four Major Banks and other

reviews

On 16 September 2016, the Chairman of the House of

Representatives Standing Committee on Economics

announced that the Committee had commenced its Review

of the Four Major Banks (Parliamentary Review). The terms

of reference for the Parliamentary Review are wide-ranging,

with one area of focus being how individual banks and the

industry as a whole are responding to issues identified

through other inquiries, including through the Australian

Bankers’ Association (ABA) action plan. Westpac attended

public hearings of the Parliamentary Review on

6 October 2016, 8 March 2017 and 11 October 2017.

The first report of the Parliamentary Review was published

on 24 November 2016 and contained ten recommendations.

The second report was published on 21 April 2017. In its

second report, the Committee restated its support for the

recommendations in the first report and supported a

recommendation of the Australian Small Business and

Family Enterprise Ombudsman to remove non-monetary

default clauses in small business loan contracts.

In May 2017, the Australian Government announced that it

supported nine of the ten recommendations made by the

Committee in its first report and announced a range of

measures designed to implement these recommendations,

such as:

 the introduction of the Banking Executive Accountability

Regime (discussed below);

 an independent review to recommend the best

approach to implement an open banking regime with

respect to banking product and consumer data; and

 the creation of a new dispute resolution framework,

including the establishment of the Australian Financial

Complaints Authority, which is designed to be a single

external dispute resolution body for the handling of

financial and superannuation disputes.

On 29 November 2016, the Senate referred an inquiry into

the regulatory framework for the protection of consumers,

including small businesses, in the banking, insurance and

financial services sector to the Senate Economics

References Committee. The terms of reference for the

inquiry focus on a range of matters relating to the protection

of consumers against wrongdoing in the sector. They also

require the inquiry to examine the availability and adequacy

of redress and support for consumers who have been

victims of wrongdoing. The inquiry is scheduled to produce a

report in the first half of 2018.

Further, there are a number of other reviews commissioned

by the Australian Government, including an independent

review to recommend the best approach to implement an

open banking regime in Australia. The review will advise on

the design of the model and regulatory framework to require

banks to share product and customer data with customers

and third parties, including the scope of data sets to be

shared, data transfer mechanisms, risks such as customer

trust and privacy safeguard requirements, and costs of

implementation. The review will report to the Government by

the end of 2017.

In addition to the reviews and inquiries mentioned above, the

ACCC is undertaking a specific inquiry, until 30 June 2018,

into the pricing of residential mortgages by those banks

affected by the Bank Levy (including Westpac), which

includes monitoring the extent to which the Bank Levy is

passed on to customers.

As these reviews and inquiries progress, they may lead to

further regulation and reform.

Banking Executive Accountability Regime

In May 2017, the Australian Government announced that it

would introduce the Banking Executive Accountability

Regime (BEAR). The Government’s stated intention is to

introduce a strengthened responsibility and accountability

framework for the most senior and influential directors and

executives in ADI groups (referred to as ‘accountable

persons’ under BEAR). The Treasury Laws Amendment

(Banking Executive Accountability and Related Measures)

Bill 2017 was introduced into Parliament on 19 October

2017. The Bill has been referred to the Senate Economics

Legislation Committee, which is expected to report on the

Bill by 24 November 2017.

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18 2017 Westpac Group Annual Report

If enacted in the form currently proposed, BEAR will involve

a range of new measures, including:

 imposing a set of requirements to be met by ADIs and

accountable persons, including accountability

obligations;

 requirements for ADIs to register accountable persons

with APRA prior to their commencement in an

accountable person role, to maintain and provide APRA

with a map of the roles and responsibilities of

accountable persons across the ADI group, and to give

APRA accountability statements for each accountable

person detailing that individual’s roles and

responsibilities; and

 new and stronger APRA enforcement powers, including

disqualification powers in relation to accountable

persons who breach the obligations of BEAR and a new

civil penalty regime that will enable APRA to seek civil

penalties in the Federal Court of up to $210 million (for

large ADIs, such as Westpac) where an ADI breaches

its obligations under BEAR and the breach relates to

‘prudential matters’.

The proposed commencement date for implementation of

BEAR is 1 July 2018 (with transitional arrangements for

certain aspects of BEAR).

Productivity Commission Inquiry into Competition in the

Australian Financial System

In May 2017, the Australian Government announced a

Productivity Commission inquiry into competition in the

financial system. This review was a recommendation of the

Financial System Inquiry. The terms of reference are broad

and require the Productivity Commission to review

competition in Australia’s financial system with a view to

improving consumer outcomes, and the productivity and

international competitiveness of the financial system and the

economy more broadly, and supporting ongoing financial

system innovation, while balancing these with financial

stability objectives. The review commenced on 1 July 2017

and the Productivity Commission is due to hand its final

report to the Government by 1 July 2018.

Australian Bankers’ Association Banking Reform Program

and industry initiatives

On 21 April 2016, the ABA announced an action plan to

protect consumer interests, increase transparency and

accountability and build trust and confidence in banks.

The reform program includes a number of industry-led

initiatives including:

 a review of product sales commissions and product

based payments;

 the establishment of an independent customer advocate

in each bank;

 supporting the broadening of external dispute resolution

schemes;

 evaluating the establishment of an industry-wide,

mandatory, last resort compensation scheme;

 strengthening protections available to whistleblowers;

 the implementation of a new information sharing

protocol to help stop individuals with a history of poor

conduct moving around the industry;

 strengthening the commitment to customers in the Code

of Banking Practice; and

 supporting ASIC as a strong regulator.

On 20 October 2017, the independent governance expert

overseeing the ABA action plan released his sixth report

titled, Australian banking industry: Package of Initiatives,

which noted that banks are continuing to make good

progress in delivering the initiatives, with a number of the

initiatives now implemented or moving into implementation

stage.

Australian Securities and Investments Commission (ASIC)

Enforcement Review Taskforce

On 19 October 2016, the Australian Government released

the terms of reference for the ASIC Enforcement Review

Taskforce (Taskforce), which will assess the suitability of

ASIC’s existing regulatory tools (including the penalties

available) and whether they need to be strengthened.

The Taskforce has completed consultations on a range of

matters, including proposed reforms to the mandatory

breach reporting framework. These reforms include clarifying

when a reporting obligation is triggered, expanding the class

of reports that must be made to include misconduct by

individual advisers and employees and strengthening the

penalties for failing to report, including through the

introduction of an infringement notice regime.

The Taskforce has also consulted on:

 strengthening ASIC’s licensing powers, which would

enable ASIC to take action to refuse to grant, or to

suspend or cancel, a licence where the applicant or

licensee is not considered to be a fit and proper person;

and

 proposals to expand ASIC’s powers to ban senior

managers working in financial services businesses.

It is currently consulting on proposals to strengthen penalties

for corporate and financial sector misconduct.

The Taskforce is scheduled to report its recommendations to

the Australian Government in 2017.

Product design and distribution obligations and product

intervention power

As part of a package of reforms announced by the Australian

Government in 2016, the Federal Government announced

that it would accelerate the implementation of certain

recommendations made by the Financial System Inquiry

(FSI), including granting ASIC a product intervention power

and introducing a new ‘principles-based’ product design and

distribution obligation on issuers and distributors.

On 13 December 2016, the Australian Government released

a consultation paper seeking feedback on these proposed

reforms. Submissions on the consultation paper closed on

15 March 2017 and it is anticipated that draft legislation will

be released for consultation in 2018.

Information on Westpac
2017 Westpac Group Annual Report 19

Financial benchmarks reform

In October 2016, the Australian Government announced a

package of measures designed to strengthen the regulation

of financial benchmarks. The measures were recommended

to the Australian Government by the Council of Financial

Regulators following a consultation process on financial

benchmark reform.

The key measures to be implemented include:

 ASIC will be empowered to develop enforceable rules

for administrators and entities that make submissions to

significant benchmarks (such as Westpac), including the

power to compel submissions to benchmarks in the

case that other calculation mechanisms fail;

 administrators of significant benchmarks will be required

to hold a new ‘benchmark administration’ licence issued

by ASIC (unless granted an exemption); and

 the manipulation of any financial benchmark or financial

product used to determine a financial benchmark (such

as negotiable certificates of deposit) will be made a

specific criminal and civil offence.

These measures are expected to be implemented over the

next 6-12 months.

Residential mortgage lending – reviews by and engagement

with regulators

APRA has been looking at, and speaking publicly about, the

broader issue of bank serviceability standards pertaining to

residential mortgage lending. Westpac is engaging

proactively with APRA in relation to its work in this area.

In the mortgage area, ASIC continues to focus on interest

only mortgage origination and high risk customer groups.

ASIC has also initiated a review into public statements by

some banks (including Westpac) about interest rate

changes. We are working with ASIC on their reviews in

these areas.

BBSW proceedings

Following ASIC’s investigations into the interbank short-term

money market and its impact on the setting of the bank bill

swap reference rate (BBSW), on 5 April 2016, ASIC

commenced civil proceedings against Westpac in the

Federal Court of Australia, alleging certain misconduct,

including market manipulation and unconscionable conduct.

The conduct that is the subject of the proceedings is alleged

to have occurred between 6 April 2010 and 6 June 2012.

Westpac is defending these proceedings. ASIC is seeking

from the court declarations that Westpac breached various

provisions of the Corporations Act 2001 (Cth) and the

Australian Securities and Investments Commission Act 2001

(Cth), pecuniary penalties of unspecified amounts and

orders requiring Westpac to implement a comprehensive

compliance program for persons involved in Westpac’s

trading in the relevant market.

In August 2016, a class action was filed in the United States

District Court for the Southern District of New York against

Westpac and a large number of other Australian and

international banks alleging misconduct in relation to BBSW.

These proceedings are at an early stage and the level of

damages sought has not been specified. Westpac is

defending these proceedings.

ASIC’s responsible lending litigation against Westpac

On 1 March 2017, ASIC commenced Federal Court

proceedings against Westpac in relation to home loans

entered into between December 2011 and March 2015,

which were automatically approved by Westpac’s systems.

ASIC has alleged that the way in which Westpac used the

Household Expenditure Measure (HEM) benchmark to

assess the suitability of home loans for customers during

this period was in contravention of the National Consumer

Credit Protection Act 2009 (Cth) (NCCPA). On

26 September 2017, ASIC amended its court documents to

include an additional allegation that the way serviceability

was assessed for interest only loans during the same period

also contravened the NCCPA. ASIC has also raised specific

allegations in respect of seven loan applications. ASIC

alleges that Westpac improperly assessed whether those

loans were unsuitable because of the way Westpac used

HEM, and for five of the loan applications (which are loans

with an interest only period), because of the way Westpac

assessed serviceability. ASIC has not made any criminal

allegations, or allegations against specific individuals.

Westpac is defending the proceedings.

Outbound scaled advice division proceedings

On 22 December 2016, ASIC commenced Federal Court

proceedings against BT Financial Management Limited

(BTFM) and Westpac Securities Administration Limited

(WSAL) in relation to a number of superannuation account

consolidation campaigns conducted between 2013 and

2016. ASIC has alleged that in the course of some of these

campaigns, customers were provided with personal advice

in contravention of a number of Corporations Act 2001 (Cth)

provisions. ASIC has selected 15 specific customers as the

focus of their claim. BTFM and WSAL are defending the

proceedings. The proceedings are scheduled to be heard in

February 2018.

Class action against Westpac Banking Corporation and

Westpac Life Insurance Services Limited

On 12 October 2017, a class action was filed in the Federal

Court of Australia on behalf of customers who, since

October 2011, have obtained insurance issued by Westpac

Life Insurance Services Limited (WLIS) on the

recommendation of financial advisers at Westpac Banking

Corporation, St.George Bank, Bank of Melbourne, BankSA

or BT Advice. The action is in relation to the premiums these

customers have been charged for the WLIS policies. The

plaintiffs have alleged, amongst other things, that in

providing the financial advice Westpac breached the

fiduciary duties it owed to the members of the class, the

conduct was unconscionable and WLIS was knowingly

involved in these breaches. Westpac and WLIS are

defending the proceedings.

Brexit

On 29 March 2017, the Prime Minister of the United

Kingdom (UK) notified the European Council in accordance

with Article 50 of the Treaty on European Union of the UK’s

intention to withdraw from the European Union (EU),

triggering a two year period for the negotiation of the UK’s

withdrawal from the EU.

As Westpac’s business and operations are based

predominantly in Australia and New Zealand, the direct

impact of the UK’s departure from the EU is unlikely to be

1


20 2017 Westpac Group Annual Report

material to Westpac. However, it remains difficult to predict

the impact that Brexit may have on financial markets, the

global economy and the global financial services industry.

Reduction to the corporate tax rate

On 11 May 2017, the Australian Government introduced into

Parliament a bill to reduce the corporate tax rate

progressively from 30% to 25% over the next 10 years for all

corporate entities in a staged approach with reference to

aggregated annual turnover thresholds. If the legislation is

passed in its current form, the benefit will begin to take effect

from 1 July 2023, when the corporate tax rate for Westpac

will reduce to 27.5%. Accordingly, the proposed reduction to

the corporate tax rate will not significantly impact Westpac in

the short term. A reduction to the corporate tax rate will

reduce the value of imputation credits ultimately attached to

franked dividends and distributions to certain security

holders.

Taxation of cross-border financing arrangements

The Australian and New Zealand Governments have each

decided to implement the Organisation for Economic Co-

operation and Development’s (OECD) proposals relating to

the taxation treatment of cross-border financing

arrangements. These proposals may affect the taxation

arrangements for ‘hybrid’ regulatory capital instruments

issued by Westpac. If implemented without grandfathering,

the potential effect of the OECD proposals is to increase the

after-tax cost to Westpac of certain previously issued

Additional Tier 1 capital securities. Neither Government has

released draft legislation.

Comprehensive Credit Reporting (CCR)

On 2 November 2017, the Federal Treasurer announced

that the Australian Government will legislate for a mandatory

comprehensive credit reporting regime to come into effect by

1 July 2018. This would require credit providers to provide a

monthly update to credit reporting agencies of all open

consumer credit accounts, including credit cards, personal

loans, mortgages and auto loans. According to the

announcement, the four major banks will be required to have

50% of their credit data ready for reporting by 1 July 2018,

increasing to 100% a year later.

Westpac is currently moving to implement CCR, as we

recognise that CCR supports our principles for responsible

lending by enhancing transparency of consumers’ existing

liabilities. Westpac is also focused on ensuring the highest

level of security of personal data is maintained within the

data sharing arrangements that will underpin CCR data

supply and use.

Sale of shares in BTIM

On 26 May 2017, Westpac sold 60 million shares in BTIM at

a price of $10.75 per share, pursuant to a fully underwritten

institutional offer. Following completion of the sale,

Westpac’s holding in BTIM decreased to approximately

10%. Westpac has announced that it intends to sell its

remaining 10% shareholding in BTIM in the future, subject to

favourable market conditions. In accordance with escrow

arrangements communicated to BTIM in respect of the

retained shareholding, any sale would not occur prior to the

release of BTIM’s first half 2018 results (expected to be in

May 2018).

Issue of Additional Tier 1 capital securities

On 21 September 2017, Westpac issued US$1.25 billion

Additional Tier 1 capital securities, which qualify as

Additional Tier 1 capital under APRA’s capital adequacy

framework.

Regulatory significant developments

Financial System Inquiry’s (FSI) recommendations on bank

capital

The Australian Government’s response to the FSI has

endorsed APRA’s actions in implementing the FSI’s capital-

related recommendations, and has confirmed APRA’s

responsibility for implementing the remaining

recommendations.

On 19 July 2017, APRA released an information paper titled,

Strengthening banking system resilience – establishing

unquestionably strong capital ratios. In its release, APRA

concluded that the four major Australian banks, including

Westpac, need to have a CET1 ratio of at least 10.5%, as

measured under the existing capital framework to be

considered ‘unquestionably strong’. Banks are expected to

meet this new benchmark by 1 January 2020.

APRA’s implementation of capital standards to produce

‘unquestionably strong capital ratios’ will also incorporate

changes to the prudential framework, including consideration

of the finalisation of international Basel III reforms. The final

Basel III reforms may result in significant changes in the risk

weighted asset framework including the introduction of a

revised capital floor for internal model-based methods,

based on standardised approaches.

Whilst APRA has signalled that its revisions to the capital

framework will not necessitate further capital increases for

the industry above the 10.5% benchmark, the details of the

changes (including at a product level) remain unclear.

APRA has announced that it intends to release a discussion

paper on proposed revisions to the capital framework later in

2017 and, following release of the discussion paper, that it

expects to consult on draft prudential standards giving effect

to the new framework in 2018, leading to the release of final

prudential standards in 2019. The new framework is

anticipated to take effect in early 2021.

In addition to the risk-based capital ratio, APRA may also

implement other key FSI recommendations, including:

 the introduction of a leverage ratio that acts as a

backstop to an ADI’s risk-based capital requirements.

Whilst APRA requires the disclosure of the leverage

ratio on a quarterly basis, it is yet to be implemented as

a minimum requirement; and

 the implementation of a framework for additional loss-

absorbing capacity, discussed further below.

Resolution planning including additional loss absorbing

capacity and APRA’s crisis management powers

In response to the FSI recommendations, the Australian

Government also agreed to further reforms regarding crisis

management. In August 2017, Treasury issued draft

legislation to strengthen APRA’s crisis management powers.

This was introduced into Parliament in October 2017. The

intention of these reforms is to strengthen APRA’s powers to

facilitate the orderly resolution of an institution so as to

protect the interests of depositors and to protect the stability

Information on Westpac
2017 Westpac Group Annual Report 21

of the financial system. The reforms also enhance APRA’s

ability to take actions in relation to resolution planning,

including measures to ensure regulated entities and their

groups are better prepared for resolution.

Consistent with international developments, APRA may also

establish a framework for additional loss absorbing capacity

for the four major Australian banks, including Westpac. The

intention of this would be to facilitate the orderly resolution of

banks and minimise taxpayer support. APRA is yet to

release any consultation on additional loss-absorbing

capacity.

Macro-prudential regulation

From December 2014, APRA has made use of macro-

prudential measures targeting mortgage lending that

continue to impact lending practices in Australia. The

measures include limiting investment property lending

growth to below 10% and imposing additional levels of

conservatism in serviceability assessments.

On 31 March 2017, APRA added to these measures,

requiring ADIs to restrict mortgage lending with interest only

terms to 30% of new mortgage lending. APRA also indicated

that it expects ADIs to place strict internal limits on the

volume of interest only loans with loan-to-valuation ratios

above 80%.

Westpac has implemented steps to achieve these limits,

including introducing differential pricing for investor property

loans and interest only loans, a restriction on the volume of

interest only loans with an LVR of greater than 80%

(includes limit increases, interest only term extension and

switches), no repayment switch fee for customers switching

to principal and interest from interest only loans and no

longer accepting external refinances (from other financial

institutions) for owner occupied interest only loans. Interest

only residential mortgages constituted 26% of new mortgage

lending for the quarter ended 30 September 2017 (currently

46% of Westpac’s overall Australian residential mortgage

portfolio as at 30 September 2017).

Further details of Westpac’s other regulatory disclosures

required in accordance with prudential standard APS 330

can be accessed at

www.westpac.com.au/aboutwestpac/investor-

centre/financial-information/regulatorydisclosures.

Other regulatory developments

Net Stable Funding Ratio

APRA released a revised prudential standard on liquidity

(APS 210) on 20 December 2016. This prudential standard

includes the Net Stable Funding Ratio (NSFR) requirement,

a measure designed to encourage longer-term funding of

assets and better match the duration of assets and liabilities.

The revised APS 210, inclusive of the NSFR, will commence

from 1 January 2018. During Full Year 2017, Westpac

continued to take steps in preparation for the introduction of

the NSFR from 1 January 2018. Based on the latest

guidance from APRA, Westpac had an estimated NSFR at

30 September 2017 which is above that required from

1 January 2018.

OECD Common Reporting Standard

The OECD has developed Common Reporting Standard

(CRS) rules for the automatic exchange of customer tax

residency and financial account information amongst

participating CRS countries.

CRS requires the Westpac Group to collect and check the

tax residency of all customers and to report the tax

residency and financial account details of non-resident

customers to the relevant authorities in jurisdictions with

which Australia has entered into an exchange of information

agreement.

Together with other Australian financial institutions, Westpac

began collecting tax residency information from 1 July 2017

and will report these details and associated financial account

information from July 2018.

Westpac has implemented changes to its business

operations to comply with the CRS requirements in countries

which have implemented the rules prior to 1 July 2017.

European Union General Data Protection Regulation

The European Union General Data Protection Regulation

(the GDPR) contains new data protection requirements that

will apply from 25 May 2018. The GDPR is intended to

‘strengthen and unify’ data protection for individuals across

the EU and supersedes the existing EU Data Protection

Directive. Australian businesses of any size may need to

comply if they have an establishment in the EU, if they offer

goods or services in the EU, or if they monitor the behaviour

of individuals in the EU. Westpac is evaluating the impact of

GDPR on its businesses with a view to implementing the

necessary changes before commencement of the GDPR.

OTC derivatives reform

International regulatory reforms relating to over-the-counter

(OTC) derivatives continue to be implemented by financial

regulators across the globe, with the focus moving to

implementing variation margin and initial margin

requirements for non-centrally cleared derivatives.

Variation margin requirements in a number of key

jurisdictions for Westpac (being Australia, the EU, US and

Hong Kong) became applicable during Full Year 2017.

Westpac has completed a substantial amount of work to

comply with all applicable variation margin requirements. In

addition, initial margin requirements commenced on

1 September 2016. These requirements are being

introduced in phases through to 1 September 2020.

Westpac currently expects that it will be required to

commence exchanging initial margin by either September

2018 or September 2019.

New Zealand

Regulatory reforms and significant developments in

New Zealand include:

Reserve Bank of New Zealand (RBNZ) – macro-prudential

policy framework

On 8 June 2017, the RBNZ published a consultation paper

seeking feedback on serviceability restrictions such as debt-

to-income ratio (DTI) limits being added to its macro-

prudential toolkit. The RBNZ stated in the consultation paper

that the RBNZ would not utilise a DTI policy in current

market conditions, but considers DTI limits a useful option in

the future.

1


22 2017 Westpac Group Annual Report

RBNZ – Review of Outsourcing Policy

On 19 September 2017, the RBNZ released the final version

of its revised Outsourcing Policy (and updated conditions of

registration). These took effect on 1 October 2017. Key

changes under the revised policy are:

 banks will need to obtain a non-objection letter from the

RBNZ before entering into outsourcing arrangements

with a parent or other related party;

 a bank that outsources certain functions to any third

party will need to have certain prescribed contractual

terms with that third party and ensure that the third party

has adequate disaster recovery and business continuity

plan capability in relation to the outsourced function;

 a bank that outsources certain functions to its overseas

parent or to another non-controlled related party will

need to have robust back-up arrangements in place;

 banks will be required to maintain a compendium of

functions and processes that have been outsourced;

and

 banks that are members of foreign-owned banking

groups, such as WNZL, will be required to have a

separation plan which describes how they would

operate previously outsourced services if a statutory

manager is appointed or they are otherwise separated

from their overseas parent.

There will be a five year transitional period in relation to

existing outsourcing arrangements.

The key impact of the revised policy will be in respect of

outsourcing arrangements related to institutional products,

settlements, finance, risk management and regulatory

reporting.

RBNZ Capital Review

In March 2017, the RBNZ outlined its plans for its review of

bank capital requirements. The RBNZ’s aim is to agree a

capital regime that ensures a very high level of confidence in

the solvency of the banking system while avoiding economic

inefficiency. The review will look at the three key

components of the regulatory capital regime:

 the definition of eligible capital instruments;

 the measurement of risk, in particular the risk weights

attached to credit exposures; and

 the minimum capital ratio and buffers.

The RBNZ has said that the outcomes of the review will be

heavily influenced by the international regulatory context, the

risk characteristics of the New Zealand system, and the

RBNZ’s regulatory capital approach. The RBNZ released a

high-level Issues Paper in May 2017 and a consultation

paper considering what type of financial instruments should

qualify as bank capital. The RBNZ expects to conclude its

review in the first quarter of 2018. Based on the high level

information released to date, the expectation is that the

RBNZ will likely propose increasing capital ratios and certain

risk weights, with internal ratings-based (IRB) banks having

fewer models to use (to reduce the difference between

standardised and IRB banks).

Reform of the regulation of financial advice

The New Zealand Government announced plans for

changes to the regime regulating financial advice in

July 2016. In August 2017, the Financial Services

Legislation Amendment Bill was introduced into Parliament.

Under the proposed new regime, financial advice will be

provided by licensed firms who will employ financial advisers

and nominated representatives. A Code of Conduct will

apply to all advice and advisers and representatives will be

subject to the same duties and ethical standards, including a

duty to give priority to the client’s interests. Firms will be

responsible for ensuring their advisers and representatives

comply with these duties. The reforms will also remove

legislative barriers to the provision of robo-advice.

A two stage transition is proposed with all industry

participants being required to be operating under a full

licence by May 2021.

RBNZ – Review under section 95 of the Reserve Bank of

New Zealand Act 1989

On 10 February 2017, the RBNZ issued WNZL with a notice

under section 95 of the Reserve Bank of New Zealand Act

1989, requiring WNZL to obtain an independent review of its

compliance with advanced internal rating-based aspects of

the RBNZ’s ‘Capital Adequacy Framework (Internal Models

Based Approach) (BS2B)’ (BS2B). WNZL has disclosed

non-compliance with BS2B (compliance with which is a

condition of registration for WNZL) in its quarterly disclosure

statements. WNZL expects to receive the RBNZ’s final

decision in 2017. There are a range of possible

consequences for WNZL, including potential increases in

minimum capital requirements.

Supervision and regulation

Australia

Within Australia, we are subject to supervision and

regulation by six principal agencies: the Australian

Prudential Regulation Authority (APRA); the Reserve Bank

of Australia (RBA); the Australian Securities and

Investments Commission (ASIC); the Australian Securities

Exchange (ASX); the Australian Competition and Consumer

Commission (ACCC); and the Australian Transaction

Reports and Analysis Centre (AUSTRAC).

APRA is the prudential regulator of the Australian financial

services industry. It oversees banks, credit unions, building

societies, general insurance, re-insurance, life insurance and

private health insurance companies, friendly societies and

most of the superannuation (pension) industry. APRA’s role

includes establishing and enforcing prudential standards and

practices designed to ensure that, under all reasonable

circumstances, financial promises made by the institutions it

supervises are met within a stable, efficient and competitive

financial system. APRA is expected to have new and

strengthened powers under the proposed new Banking

Executive Accountability Regime. For further information,

refer to ‘Significant developments’ above.

As an ADI, we report prudential information to APRA,

including information in relation to capital adequacy, large

exposures, credit quality and liquidity. Our controlled entities

in Australia that are authorised insurers and trustees of

superannuation funds are also subject to the APRA

regulatory regime. Reporting is supplemented by

consultations, on-site inspections and targeted reviews. Our

Information on Westpac
2017 Westpac Group Annual Report 23

external auditor also has an obligation to report on

compliance with certain statutory and regulatory banking

requirements and on any matters that in their opinion may

have the potential to materially prejudice the interests of

depositors and other stakeholders.

Australia’s risk-based capital adequacy guidelines are based

on the approach agreed upon by the BCBS. National

discretion is then applied to that approach, which results in

Australia’s capital requirements being more stringent. Refer

to ‘Capital resources – Basel Capital Accord’ in Section 2.

The RBA is responsible for monetary policy, maintaining

financial system stability and promoting the safety and

efficiency of the payments system. The RBA is an active

participant in the financial markets, manages Australia’s

foreign reserves, issues Australian currency notes and

serves as banker to the Australian Government.

ASIC is the national regulator of Australian companies and

consumer protection within the financial sector. Its primary

responsibility is to regulate and enforce company, consumer

credit, financial markets and financial products and services

laws that protect consumers, investors and creditors. With

respect to financial services, it promotes fairness and

transparency by providing consumer protection, using

regulatory powers to enforce laws relating to deposit-taking

activities, general insurance, life insurance, superannuation,

retirement savings accounts, securities (such as shares,

debentures and managed investments) and futures

contracts and financial advice. ASIC has responsibility for

supervising trading on Australia’s domestic licensed markets

and of trading participants. There are currently proposals to

strengthen ASIC’s existing powers and to provide ASIC with

a product intervention power. For further information, refer to

‘Significant developments’ above.

The ASX operates Australia’s primary national market for

trading of securities issued by listed companies. Some of our

securities (including our ordinary shares) are listed on the

ASX and we therefore have obligations to comply with the

ASX Listing Rules, which have statutory backing under the

Corporations Act 2001. The ASX has responsibility for the

oversight of listed entities under the ASX Listing Rules and

for monitoring and enforcing compliance with the ASX

Operating Rules by its market, clearing and

settlement participants. ASX is now also the benchmark

administrator of BBSW.

The ACCC is the regulator responsible for the regulation and

prohibition of anti-competitive and unfair market practices

and mergers and acquisitions in Australia. Its broad

objective is to administer the Competition and Consumer Act

2010 (Cth) and related legislation to bring greater

competitiveness, fair trading, consumer protection and

product safety to the Australian economy. The ACCC’s role

in consumer protection complements that of ASIC (for

financial services) and Australian state and territory

consumer affairs agencies that administer the unfair trading

legislation of their jurisdictions.

The Australian Government’s present policy, known as the

‘four pillars policy’, is that there should be no fewer than four

major banks to maintain appropriate levels of competition in

the banking sector. Under the Financial Sector

(Shareholdings) Act 1998 (Cth), the Australian

Government’s Treasurer must approve an entity acquiring a

stake of more than 15% in a particular financial sector

company.

Proposals for foreign acquisitions of a stake in Australian

banks are subject to the Australian Government’s foreign

investment policy and, where required, approval by the

Australian Government under the Australian Foreign

Acquisitions and Takeovers Act 1975 (Cth). For further

details refer to ‘Limitations affecting security holders’ in

Section 4.

AUSTRAC oversees the compliance of Australian reporting

entities (including Westpac) with the requirements under the

Anti-Money Laundering and Counter-Terrorism Financing

Act 2006 (Cth) and the Financial Transaction Reports

Act 1988 (Cth). These requirements include:

 implementing programs for identifying and monitoring

customers, and for managing the risks of money

laundering and terrorism financing;

 reporting suspicious matters, threshold transactions and

international funds transfer instructions; and

 submitting an annual compliance report.

AUSTRAC provides financial information to Australian

federal law enforcement, national security, human services

and revenue agencies, and certain international

counterparts.

New Zealand

The Reserve Bank of New Zealand (RBNZ) is responsible

for supervising New Zealand registered banks. The

New Zealand prudential supervision regime requires that

registered banks publish quarterly disclosure statements,

which contain information on financial performance and risk

positions as well as attestations by the directors about the

bank’s compliance with its conditions of registration and

certain other matters. The RBNZ is developing proposals to

replace off-quarter disclosure statements with a ‘dashboard’

of key information about each locally incorporated bank to

be published on the RBNZ’s website.

The Financial Markets Authority (FMA) is a financial conduct

regulator whose main objective is to promote and facilitate

the development of fair, efficient and transparent financial

markets. Its functions include promoting the confident and

informed participation of businesses, investors and

consumers in those markets. The Financial Markets Conduct

Act, which was passed in 2013, resulted in the FMA having

extensive new responsibilities in the licensing and

supervision of various market participants as well as new

enforcement powers.

United States

Our New York branch is a US federally licensed branch and

therefore is subject to supervision, examination and

regulation by the US Office of the Comptroller of the

Currency and the Board of Governors of the Federal

Reserve System (the US Federal Reserve) under the US

International Banking Act of 1978 (IBA) and related

regulations.

A US federal branch must maintain, with a US Federal

Reserve member bank, a capital equivalency deposit as

prescribed by the US Comptroller of the Currency, which is

at least equal to 5% of its total liabilities (including

1


24 2017 Westpac Group Annual Report

acceptances, but excluding accrued expenses, and amounts

due and other liabilities to other branches, agencies and

subsidiaries of the foreign bank).

In addition, a US federal branch is subject to periodic onsite

examination by the US Comptroller of the Currency. Such

examination may address risk management, operations,

asset quality, compliance with the record-keeping and

reporting, and any additional requirements prescribed by the

US Comptroller of the Currency from time to time.

A US federal branch of a foreign bank is, by virtue of the

IBA, subject to the receivership powers exercisable by the

US Comptroller of the Currency.

As of 22 June 2016, we elected to be treated as a financial

holding company in the US pursuant to the Bank Holding

Company Act of 1956 and Federal Reserve Board

Regulation Y. Our election will remain effective so long as

we meet certain capital and management standards

prescribed by the US Federal Reserve.

Westpac and some of its affiliates are engaged in various

activities that are subject to regulation by other US federal

regulatory agencies, including the US Securities and

Exchange Commission and the US Commodity Futures

Trading Commission.

Anti-money laundering regulation and

related requirements

Westpac has a Group-wide program to manage its

obligations under the Anti-Money Laundering and Counter-

Terrorism Financing Act 2006 (Cth). We continue to actively

engage with the regulator, AUSTRAC, on our activities.

Our Anti-Money Laundering and Counter-Terrorism

Financing Policy (AML/CTF Policy) sets out how the

Westpac Group complies with its legislative obligations.

The AML/CTF Policy applies to all business divisions and

employees (permanent, temporary and third party providers)

working in Australia, New Zealand and overseas.

United States

The USA PATRIOT Act of 2001 requires US financial

institutions, including the US branches of foreign banks, to

take certain steps to prevent, detect and report individuals

and entities involved in international money laundering and

the financing of terrorism. The required actions include

verifying the identity of financial institutions and other

customers and counterparties, terminating correspondent

accounts for foreign ‘shell banks’ and obtaining information

about the owners of foreign bank clients and the identity of

the foreign bank’s agent for service of process in the US.

The anti-money laundering compliance requirements of the

USA PATRIOT Act include requirements to adopt and

implement an effective anti-money laundering program,

report suspicious transactions or activities, and implement

due diligence procedures for correspondent and other

customer accounts. Westpac’s New York branch and

Westpac Capital Markets LLC maintain an anti-money

laundering compliance program designed to address US

legal requirements.

US economic and trade sanctions, as administered by the

Office of Foreign Assets Control (OFAC), prohibit or

significantly restrict US financial institutions, including the US

branches and operations of foreign banks, and other US

persons from doing business with certain persons, entities

and jurisdictions. Westpac’s New York branch and

Westpac Capital Markets LLC maintain compliance

programs designed to comply with OFAC sanctions

programs, and Westpac has a Group-wide program to

ensure adequate compliance.

Legal proceedings

Our entities are defendants from time to time in legal

proceedings arising from the conduct of our business.

Material legal proceedings, if any, are described in Note 31

to the financial statements and under ‘Significant

developments’ above. Where appropriate as required by the

accounting standards, a provision has been raised in respect

of these proceedings and disclosed in the financial

statements.

Principal office

Our principal office is located at 275 Kent Street, Sydney,

New South Wales, 2000, Australia. Our telephone number

for calls within Australia is (+61) 2 9155 7713 and our

international telephone number is (+61) 2 9155 7700.


2017 Westpac Group Annual Report 25

Corporate Governance Statement

Our approach to corporate governance is based on a set of

values and behaviours that underpin day-to-day activities,

provide transparency and fair dealing and seek to protect

stakeholder interests.

This approach includes a commitment to excellence in

governance standards, which we see as fundamental to the

sustainability of our business and our performance. It

includes monitoring local and global developments in

corporate governance and assessing their implications.

We comply with the ASX Corporate Governance Principles

and Recommendations (third edition) published by the ASX

Limited’s Corporate Governance Council.

Westpac’s 2017 Corporate Governance Statement and a

range of documents referred to in it are available on our

corporate governance website at

www.westpac.com.au/corpgov. This website contains copies

and summaries of charters, principles and policies referred

to in the Corporate Governance Statement.

Websites

Investor communications and information, including this

2017 Westpac Group Annual Report, the 2017 Westpac

Group Annual Review and Sustainability Report, the 2017

Westpac Group Sustainability Performance Report and

investor discussion packs and presentations can be

accessed at www.westpac.com.au/investorcentre.

1

Directors’ report
26 2017 Westpac Group Annual Report


Our Directors present their report together with the financial statements of the Group for the financial year ended

30 September 2017.

1. Directors

The names of the persons who have been Directors, or appointed as Directors, during the period since 1 October 2016 and up

to the date of this report are: Lindsay Philip Maxsted, Brian Charles Hartzer, Elizabeth Blomfield Bryan (retired as a Director on

9 December 2016), Nerida Frances Caesar (Director from 1 September 2017), Ewen Graham Wolseley Crouch, Catriona

Alison Deans (Alison Deans), Craig William Dunn, Robert George Elstone, Peter John Oswin Hawkins and Peter Ralph

Marriott.

Particulars of the skills, experience, expertise and responsibilities of the Directors at the date of this report, including all

directorships of other listed companies held by a Director at any time in the past three years immediately before

30 September 2017 and the period for which each directorship has been held, are set out below.


Name: Lindsay Maxsted,

DipBus (Gordon), FCA, FAICD

Age: 63

Term of office: Director since

March 2008 and Chairman since

December 2011.

Date of next scheduled

re-election: December 2017.

Independent: Yes.

Current directorships of listed

entities and dates of office:

Transurban Group (since

March 2008, and Chairman since

August 2010), BHP Billiton

Limited (since March 2011) and

BHP Billiton plc (since

March 2011).


Other principal directorships:

Managing Director of Align Capital

Pty Ltd and Director of Baker Heart

and Diabetes Institute.

Other interests: Nil.

Other Westpac related entities

directorships and dates of

office: Nil.

Skills, experience and expertise:

Lindsay was formerly a partner at

KPMG and was the CEO of that

firm from 2001 to 2007. His

principal area of practice prior to

his becoming CEO was in the

corporate recovery field managing

a number of Australia’s largest

insolvency/workout/turnaround

engagements including

Linter Textiles (companies

associated with Abraham

Goldberg), Bell Publishing Group,

Bond Brewing, McEwans

Hardware and Brashs. He is also

a former Director and Chairman

of the Victorian Public Transport

Corporation.

Westpac Board Committee

membership: Chairman of the

Board Nominations Committee.

Member of each of the Board

Audit and Board Risk &

Compliance Committees.

Directorships of other listed

entities over the past three

years and dates of office: Nil.


Name: Brian Hartzer,

BA, CFA

Age: 50

Term of office: Managing

Director & Chief Executive

Officer since February 2015.

Date of next scheduled

re-election: Not applicable.

Independent: No.

Current directorships of listed

entities and dates of office:

Nil.

Other principal directorships:

The Australian National

University Business and Industry

Advisory Board (Chairman since

March 2017), the Financial

Markets Foundation for Children

and Australian Bankers’

Association Incorporated.


Other interests: Nil.

Other Westpac related entities

directorships and dates of

office: Nil.

Skills, experience and expertise:

Brian was appointed Managing

Director & Chief Executive Officer

in February 2015. Brian joined

Westpac as Chief Executive,

Australian Financial Services in

June 2012 encompassing Westpac

Retail & Business Banking,

St.George Banking Group and BT

Financial Group. Prior to joining

Westpac, Brian spent three years

in the UK as CEO for Retail,

Wealth and Ulster Bank at the

Royal Bank of Scotland Group.

Prior to that, he spent ten years

with Australia and New Zealand

Banking Group Limited (ANZ) in

Australia in a variety of roles,

including his final role as CEO,

Australia and Global Segment

Lead for Retail and Wealth.

Before joining ANZ, Brian spent

ten years as a financial services

consultant in New York, San

Francisco and Melbourne.

Westpac Board Committee

membership: Member of the

Board Technology Committee.

Directorships of other listed

entities over the past three

years and dates of office: Nil.

Directors’ report
2017 Westpac Group Annual Report 27


Name: Nerida Caesar,

BCom, MBA, GAICD

Age: 53

Term of office: Director since

September 2017.

Date of next scheduled

re-election: December 2017.

Independent: Yes.

Current directorships of listed

entities and dates of office: Nil.

Other principal directorships:

Stone and Chalk Limited and

Genome.One Pty Ltd.

Other interests: Member of the

University of Technology Vice

Chancellor’s Industry Advisory

Board and the Federal

Government’s FinTech Advisory

Group.

Other Westpac related entities

directorships and dates of

office: Nil.


Skills, experience and

expertise: Nerida has 30 years

of broad-ranging commercial and

business management

experience. Most recently,

Nerida was Group Managing

Director and Chief Executive

Officer, Australia and New

Zealand, of Equifax (formerly

Veda Group Limited) from

February 2011.

Nerida was formerly Group

Managing Director, Telstra

Enterprise and Government,

responsible for Telstra’s

corporate, government and large

business customers in Australia

as well as the international sales

division. She also worked as

Group Managing Director,

Telstra Wholesale, and prior to

that held the position of

Executive Director National

Sales where she was

responsible for

managing products, services and

customer relationships throughout

Australia.

Prior to joining Telstra, Nerida

held several senior management

and sales positions with IBM

within Australia and internationally

over a 20 year period, including

as Vice President of IBM’s Intel

Server Division for the Asia

Pacific region.

Westpac Board Committee

membership: Member of each of

the Board Risk & Compliance and

Board Technology Committees.

Directorships of other listed

entities over the past three

years and dates of office: Veda

Group Limited (December 2013 –

February 2016). Veda Group

Limited was a listed entity from

December 2013 to February 2016

when it was delisted upon its

acquisition by Equifax Inc.


Name: Ewen Crouch AM,

BEc (Hons.), LLB, FAICD

Age: 61

Term of office: Director since

February 2013.

Date of next scheduled

re-election: December 2019.

Independent: Yes.

Current directorships of listed

entities and dates of office:

BlueScope Steel Limited (since

March 2013).

Other principal directorships:

Sydney Symphony Orchestra

Holdings Pty Limited and Jawun.

Other interests: Member of the

Commonwealth Remuneration

Tribunal, Law Committee of the

Australian Institute of Company

Directors and Corporations

Committee of the Law Council of

Australia.

Other Westpac related entities

directorships and dates of

office: Nil.

Skills, experience and

expertise: Ewen was a Partner

at Allens from 1988 to 2013,

where he was one of Australia’s

most accomplished mergers and

acquisitions lawyers. He served

as a member of the firm’s board

for 11 years, including four years

as Chairman of Partners. His

other roles at Allens included Co-

Head Mergers and Acquisitions

and Equity Capital Markets,

Executive Partner, Asian offices

and Deputy Managing Partner.

He is now a Consultant to Allens.

Ewen served as a director of

Mission Australia from 1995 and

as Chairman from 2009, before

retiring in November 2016. From

2010 to 2015, Ewen was a

member of the Takeovers Panel.

In 2013, Ewen was awarded an

Order of Australia in recognition

of his significant service to the

law as a contributor to legal

professional organisations and

to the community.

Westpac Board Committee

membership: Chairman of the

Board Risk & Compliance

Committee. Member of each of

the Board Nominations and

Board Remuneration

Committees.

Directorships of other listed

entities over the past three

years and dates of office: Nil.


1


28 2017 Westpac Group Annual Report


Name: Alison Deans,

BA, MBA, GAICD

Age: 49

Term of office: Director since

April 2014.

Date of next scheduled

re-election: December 2017.

Independent: Yes.

Current directorships of listed

entities and dates of office:

Cochlear Limited (since

January 2015).

Other principal directorships:

kikki.K Holdings Pty Ltd and

SCEGGS Darlinghurst Limited.

Other interests: Senior Advisor,

McKinsey & Company and


Investment Committee member

of the CSIRO Innovation Fund

(Main Sequence Ventures).

Other Westpac related entities

directorships and dates of

office: Nil.

Skills, experience and

expertise: Alison has more than

20 years’ experience in senior

executive roles focused on

building digital businesses and

digital transformation across

e-commerce, media and financial

services. During this time, Alison

served as the CEO of eCorp

Limited, CEO of Hoyts Cinemas

and CEO of eBay, Australia and

New Zealand. She was the CEO

of a technology-based

investment company netus Pty

Ltd. Alison was an Independent

Director of Social Ventures

Australia from September 2007

to April 2013.

Westpac Board Committee

membership: Member of each

of the Board Risk & Compliance

and Board Technology

Committees.

Directorships of other listed

entities over the past three

years and dates of office:

Insurance Australia Group

Limited (February 2013 –

October 2017).


Name: Craig Dunn,

BCom, FCA

Age: 54

Term of office: Director since

June 2015.

Date of next scheduled

re-election: December 2018.

Independent: Yes.

Current directorships of listed

entities and dates of office:

Telstra Corporation Limited

(since April 2016).

Other principal directorships:

Financial Literacy Australia

Limited, Chairman of The

Australian Ballet and Chairman

of Stone and Chalk Limited.

Other interests: Chairman of

the Australian Government’s

Fintech Advisory Group and the

International Standards

Technical Committee on

Blockchain and


Distributed Ledger Technologies

(ISO/TC 307). Member of the

ASIC External Advisory Panel,

and the New South Wales

Government’s Quantum

Computing Fund Advisory Panel.

Board member of Jobs for New

South Wales and Consultant to

King & Wood Mallesons.

Other Westpac related entities

directorships and dates of

office: Nil.

Skills, experience and

expertise: Craig has more than

20 years’ experience in financial

services, including as CEO of

AMP Limited from 2008 to 2013.

Craig was previously a Board

member of the Australian

Japanese Business Cooperation

Committee and the New South

Wales Government’s Financial

Services Knowledge Hub, and

former Chairman of the

Investment and Financial

Services Association (now the

Financial Services Council). He

was also a member of the

Financial Services Advisory

Committee, the Australian

Financial Centre Forum, the

Consumer and Financial

Literacy Taskforce and a Panel

member of the Australian

Government’s Financial System

Inquiry.

Westpac Board Committee

membership: Chairman of the

Board Remuneration

Committee. Member of each of

the Board Nominations and

Board Risk & Compliance

Committees.

Directorships of other listed

entities over the past three

years and dates of office: Nil.

Directors’ report
2017 Westpac Group Annual Report 29


Name: Robert Elstone,

BA (Hons.), MA (Econ.), MCom

Age: 64

Term of office: Director since

February 2012.

Date of next scheduled

re-election: Not applicable.

Robert Elstone will retire

following the 2017 AGM.

Independent: Yes.

Current directorships of listed

entities and dates of office: Nil.

Other principal directorships:

University of Western Australia

Business School.

Other interests: Adjunct

Professor at the Business

Schools of the Universities of


Sydney and Western Australia.

Other Westpac related entities

directorships and dates of

office: Nil.

Skills, experience and

expertise: Robert has over

30 years’ experience in senior

management roles spanning

investment banking, corporate

finance, wholesale financial

markets and risk management.

From July 2006 to October 2011,

Robert was Managing Director

and CEO of ASX Limited.

Previously, he was Managing

Director and CEO of the Sydney

Futures Exchange from

May 2000 to July 2006, and from

January 1995 to May 2000, he

was Finance Director of Pioneer

International. Robert was a Non-

executive Director of the

National Australia Bank from

September 2004 to July 2006,

an inaugural member of the

Board of Guardians of the

Future Fund, and former

Chairman of the Financial

Sector Advisory Council to the

Federal Treasurer.

Westpac Board Committee

membership: Member of each

of the Board Audit, Board

Remuneration and Board Risk &

Compliance Committees.

Directorships of other listed

entities over the past three

years and dates of office: Nil.


Name: Peter Hawkins,

BCA (Hons.), SF Fin, FAIM,

ACA (NZ), FAICD

Age: 63

Term of office: Director since

December 2008.

Date of next scheduled

re-election: December 2017.

Independent: Yes.

Current directorships of listed

entities and dates of office:

Mirvac Group (since

January 2006).

Other principal directorships:

Liberty Financial Pty Ltd and

Crestone Holdings Limited.

Other interests: Nil.


Other Westpac related entities

directorships and dates of

office: Member of the Bank of

Melbourne Advisory Board since

November 2010.

Skills, experience and

expertise: Peter’s career in the

banking and financial services

industry spans over 40 years in

Australia and overseas at both

the highest levels of

management and directorship of

major organisations. Peter has

held various senior management

and directorship positions with

Australia and New Zealand

Banking Group Limited from

1971 to 2005.

He was also previously a Director

of BHP (NZ) Steel Limited,

ING Australia Limited, Esanda

Finance Corporation, Visa Inc and

Clayton Utz.

Westpac Board Committee

membership: Chairman of the

Board Technology Committee.

Member of each of the Board

Audit, Board Nominations and

Board Risk & Compliance

Committees.

Directorships of other listed

entities over the past three

years and dates of office: MG

Responsible Entity Limited, which

is the responsible entity for ASX

listed MG Unit Trust (April 2015 to

October 2016).


Name: Peter Marriott,

BEc (Hons.), FCA

Age: 60

Term of office: Director since

June 2013.

Date of next scheduled

re-election: December 2019.

Independent: Yes.

Current directorships of listed

entities and dates of office:

ASX Limited (since July 2009).

Other principal directorships:

ASX Clearing Corporation

Limited, ASX Settlement

Corporation Limited and

Austraclear Limited.


Other interests: Member of the

Review Panel & Policy Council of

the Banking & Finance Oath.

Other Westpac related entities

directorships and dates of

office: Nil.

Skills, experience and

expertise: Peter has over

30 years’ experience in senior

management roles in the finance

industry encompassing

international banking, finance

and auditing. Peter joined

Australia and New Zealand

Banking Group Limited (ANZ) in

1993 and held the role of Chief

Financial Officer from July 1997

to May 2012. Prior to his career

at ANZ, Peter was a banking and

finance, audit and consulting

partner at KPMG Peat Marwick.

Peter was formerly a Director of

ANZ National Bank Limited in

New Zealand and various ANZ

subsidiaries.

Westpac Board Committee

membership: Chairman of the

Board Audit Committee. Member

of each of the Board Nominations,

Board Risk & Compliance and

Board Technology Committees.

Directorships of other listed

entities over the past three

years and dates of office: Nil.

1


30 2017 Westpac Group Annual Report

Company Secretary

Our Company Secretaries as at 30 September 2017 were Rebecca Lim and Tim Hartin.

Rebecca Lim (B Econ, LLB (Hons.)) was appointed as a Group Executive effective 1 October 2016, with her title now being

Group Executive, Compliance, Legal & Secretariat

1

, as well as Company Secretary. Rebecca joined Westpac in 2002 and has

held a variety of senior leadership roles including General Manager, Human Resources for St.George Bank and General

Manager, St.George Private Clients. She was appointed Group General Counsel in November 2011 and Chief Compliance

Officer from 2013 to 2017. Rebecca held an in-house role in investment banking at Goldman Sachs in London after which she

joined Westpac on her return to Australia. Rebecca was previously with US firm Skadden Arps where she worked in the

Corporate Finance area in both New York and London. Prior to that she worked at Blake Dawson Waldron (now Ashurst) as a

solicitor.

Tim Hartin (LLB (Hons.)) was appointed Group Company Secretary in November 2011. Before that appointment, Tim was

Head of Legal - Risk Management & Workouts, Counsel & Secretariat and prior to that, he was Counsel, Corporate Core.

Before joining Westpac in 2006, Tim was a Consultant with Gilbert + Tobin, where he provided corporate advisory services to

ASX listed companies. Tim was previously a lawyer at Henderson Boyd Jackson W.S. in Scotland and in London in Herbert

Smith’s corporate and corporate finance division.


2. Executive Team

As at 30 September 2017 our Executive Team was:


Name Position

Year Joined

Group

Year Appointed

to Position

Brian Hartzer Managing Director & Chief Executive Officer 2012 2015

Lyn Cobley Chief Executive, Westpac Institutional Bank 2015 2015

Brad Cooper Chief Executive Officer, BT Financial Group 2007 2010

Dave Curran Chief Information Officer 2014 2014

George Frazis Chief Executive, Consumer Bank 2009 2015

Alexandra Holcomb Chief Risk Officer 1996 2014

Peter King Chief Financial Officer 1994 2014

Rebecca Lim

1

Group Executive, Compliance, Legal & Secretariat 2002 2016

David Lindberg Chief Executive, Business Bank 2012 2015

David McLean Chief Executive Officer, Westpac New Zealand Limited 1999 2015

Christine Parker Group Executive, Human Resources, Corporate Affairs & Sustainability 2007 2011

Gary Thursby Group Executive, Strategy & Enterprise Services 2008 2016


There are no family relationships between or among any of our Directors or Executive Team members.


1

Prior to 2 October 2017, Rebecca Lim’s title was Group General Counsel & Chief Compliance Officer.

Directors’ report
2017 Westpac Group Annual Report 31


Brian Hartzer BA, CFA. Age 50

Managing Director & Chief Executive Officer

Brian was appointed Managing Director & Chief Executive Officer in February 2015. Brian joined Westpac

as Chief Executive, Australian Financial Services in June 2012 encompassing Westpac Retail & Business

Banking, St.George Banking Group and BT Financial Group.

Brian is a Director of the Australian Bankers’ Association and was formerly the Chairman until December

2015. Prior to joining Westpac, Brian spent three years in the UK as CEO for Retail, Wealth and Ulster

Bank at the Royal Bank of Scotland Group. Prior to that, he spent ten years with Australia and New

Zealand Banking Group Limited (ANZ) in Australia in a variety of roles, including his final role as CEO,

Australia and Global Segment Lead for Retail and Wealth. Before joining ANZ, Brian spent ten years as a

financial services consultant in New York, San Francisco and Melbourne.

Brian graduated from Princeton University with a degree in European History and is a Chartered Financial

Analyst.


Lyn Cobley BEc, SF FIN, GAICD. Age 54

Chief Executive, Westpac Institutional Bank

Lyn was appointed Chief Executive, Westpac Institutional Bank in September 2015. She has responsibility

for Westpac’s global relationships with corporate, institutional and government clients as well as all

products across financial and capital markets, transactional banking, structured finance and working

capital payments. In addition, Lyn oversees Hastings Funds Management as well as Westpac’s

International and Pacific Island businesses.

Lyn has over 25 years’ experience in financial services. Prior to joining Westpac, Lyn held a variety of

senior positions at the Commonwealth Bank of Australia including serving as Group Treasurer from 2007

to 2013 and most recently as Executive General Manager, Retail Products & Third Party Banking. She

was also Head of Financial Institutions at Barclays Capital in Australia, held senior roles at Citibank in

Australia and Asia Pacific including Head of Securitisation and was CEO of Trading Room (a joint venture

between Macquarie Bank and Fairfax).

Lyn is a Board member of the Australian Financial Markets Association (AFMA), the Banking & Finance

Oath and the Westpac Foundation. She is Chairman of Westpac’s Asia Advisory Board and is also a

member of Chief Executive Women.

Lyn has a Bachelor of Economics from Macquarie University, is a Senior Fellow of the Financial Services

Institute of Australia and is a graduate of the Australian Institute of Company Directors.


Brad Cooper DipBM, MBA. Age 55

Chief Executive Officer, BT Financial Group

Brad was appointed Chief Executive Officer, BT Financial Group in February 2010. Brad initially joined

Westpac in April 2007 as Chief Executive, Westpac New Zealand Limited and after successfully leading a

change program in that market, moved to the role of Group Chief Transformation Officer, leading the

Westpac Group’s St.George merger implementation. Prior to joining Westpac, Brad was Chairman of GE

Capital Bank and CEO of GE Consumer Finance UK & Ireland. He drove GE’s UK Six Sigma program and

was certified as a Quality Leader (Black Belt) in December 2002. He was promoted to CEO of GE

Consumer Finance UK in January 2003 and appointed Chairman of GE Capital Bank in April 2004.


Dave Curran BCom. Age 52

Chief Information Officer

Dave was appointed Chief Information Officer in September 2014. Dave has almost 30 years of

experience with proven expertise in IT and financial services and the implementation of large, complex

projects.

Since 2015, Dave has been on the Board of the Westpac Bicentennial Foundation, a $100 million

scholarship fund with exclusive focus on Australian education and leadership.

Before joining Westpac, Dave spent ten years in senior roles at the Commonwealth Bank of Australia

(CBA). Before joining CBA, he spent sixteen years at Accenture, where he was a partner, primarily

consulting on financial services.

1


32 2017 Westpac Group Annual Report


George Frazis B Eng (Hons.), MBA (AGSM/Wharton). Age 53

Chief Executive, Consumer Bank

George was appointed Chief Executive, Consumer Bank in June 2015, responsible for managing the end

to end relationship with consumer customers. This includes all consumer distribution, digital, marketing,

transformation and banking products and services under the Westpac, St.George, BankSA, Bank of

Melbourne and RAMS brands.

Prior to this appointment, he was CEO, St.George Banking Group. George joined the Westpac Group in

March 2009 as Chief Executive, Westpac New Zealand Limited. George is highly experienced in the

financial services industry. He was formerly Group Executive General Manager at National Australia Bank.

Prior to that, George was a senior executive in Commonwealth Bank of Australia’s Institutional Banking

Division and has also been a partner with the Boston Consulting Group and an officer in the Royal

Australian Air Force. George is a Governor of the St.George Foundation and is Chair of the Prime

Minister’s Industry Advisory Committee on Veterans’ Employment.


Alexandra Holcomb BA, MBA, MA. Age 56

Chief Risk Officer

Alexandra was appointed Chief Risk Officer in August 2014. As Westpac Group’s Chief Risk Officer,

Alexandra is responsible for key risk management activities across the enterprise.

Since joining Westpac in 1996, Alexandra has held a number of senior positions including Group General

Manager, Group Strategy, M&A and Major Projects, Group Executive, Group Strategy, Head of Westpac

Institutional Bank Strategy, and until August 2014 was the Group General Manager of Global

Transactional Services.

Prior to joining Westpac, Alexandra was a senior executive from 1992 to 1996 with Booz Allen & Hamilton

International where she specialised in international credit, working throughout the Asia Pacific region.

Before that, she worked with Chase Manhattan Bank in New York in private and business banking and

international credit audit. She also worked in project finance in Paris and New York for Banque Indosuez

and Barclays Bank respectively.

Alexandra is Deputy Chairman of the Asia Society Australia and serves on the Westpac Foundation Board.

She is a member of Chief Executive Women and a Fellow of the Australian Institute of Company Directors.

Alexandra has an MBA in Finance and Multinational Management from the Wharton School of Business

and a Master of Arts in International Studies and French from the University of Pennsylvania. She also

holds a BA in English and Economics from Cornell University.


Peter King BEc, FCA. Age 47

Chief Financial Officer

Peter was appointed Chief Financial Officer in April 2014, with responsibility for Westpac’s Finance, Group

Audit, Tax, Treasury and Investor Relations functions. Prior to this appointment, Peter was the Deputy

Chief Financial Officer for three years.

Since joining Westpac in 1994, Peter has held senior finance positions across the Group, including in

Group Finance, Business and Consumer Banking, Business and Technology Services, Treasury and

Financial Markets.

Peter commenced his career at Deloitte Touche Tohmatsu. He has a Bachelor of Economics from Sydney

University and completed the Advanced Management Programme at INSEAD. He is a Fellow of the

Institute of Chartered Accountants.


Rebecca Lim B Econ, LLB (Hons). Age 45

Group Executive, Compliance, Legal & Secretariat

Rebecca was appointed as Westpac’s Group Executive responsible for compliance, legal and secretariat

functions globally from October 2016. She was appointed Group General Counsel in November 2011 and

was Chief Compliance Officer from 2013 to 2017.

Rebecca joined Westpac in 2002 and has held a variety of other senior leadership roles including General

Manager, Human Resources for St.George Bank and General Manager, St.George Private Clients.

Rebecca began her career at Blake Dawson Waldron (now Ashurst) before joining the US firm Skadden

Arps where she worked in both New York and London. Rebecca then moved into an in-house role in

investment banking at Goldman Sachs in London before returning to Australia and joining Westpac.

Rebecca is Deputy Chair of the GC100 Executive Committee and a member of Chief Executive Women.

Directors’ report
2017 Westpac Group Annual Report 33


David Lindberg HBA (Hons. Economics). Age 42

Chief Executive, Business Bank

David was appointed Chief Executive, Business Bank in June 2015. He manages the Group’s end to end

relationships with business customers for the Westpac, St.George, BankSA and Bank of Melbourne

brands. The Business Bank provides a wide range of banking and financial products and services to

Australia’s small, commercial, corporate and agri businesses.

Prior to this appointment, David was Chief Product Officer, responsible for the Group’s retail and business

products across all brands, as well as overseeing the Group’s digital activities. Before joining Westpac in

2012, David was Executive General Manager, Cards, Payments & Retail Strategy at the Commonwealth

Bank of Australia. David was also formerly Managing Director, Strategy, Marketing & Customer

Segmentation at Australia and New Zealand Banking Group Limited and Managing Vice President and

Head of Australia for First Manhattan.


David McLean LLB (Hons.). Age 59

Chief Executive Officer, Westpac New Zealand Limited

David was appointed Chief Executive Officer, Westpac New Zealand Limited in February 2015. Since

joining Westpac in February 1999, David has held a number of senior roles, including Head of Debt Capital

Markets New Zealand, General Manager, Private, Wealth and Insurance New Zealand and Head of

Westpac Institutional Bank New Zealand, and most recently, Managing Director of the Westpac New York

branch.

Before joining Westpac, David was Director, Capital Markets at Deutsche Morgan Grenfell since 1994. He

also established the New Zealand branch of Deutsche Bank and was New Zealand Resident Branch

Manager. In 1988, David joined Southpac/National Bank as a Capital Markets Executive. Prior to this,

David worked as a lawyer in private practice and also served as in‐house counsel for NatWest NZ from

1985. David is a Barrister & Solicitor of the High Court of New Zealand.

Christine Parker BGDipBus (HRM). Age 57

Group Executive, Human Resources, Corporate Affairs & Sustainability

Christine was appointed Group Executive, Human Resources, Corporate Affairs & Sustainability in

October 2011, with responsibility for human resources strategy and management, including reward and

recognition, safety, learning and development, careers and talent, employee relations and employment

policy. She is also responsible for Corporate Affairs and Sustainability, and Customer Advocacy.

Prior to this appointment, she was Group General Manager, Human Resources, from March 2010, with

responsibilities across the entire Westpac Group. Prior to that, Christine was General Manager, Human

Resources, Westpac New Zealand Limited.

Prior to joining Westpac in 2007, Christine was Group Human Resources Director, Carter Holt Harvey, and

from 1999 to 2004, she was Director of Human Resources with Restaurant Brands New Zealand.

Christine is a Governor of the St.George Foundation and also a Director of Women’s Community Shelters.

Gary Thursby BEc, DipAcc, FCA. Age 55

Group Executive, Strategy & Enterprise Services

Gary was appointed Group Executive Strategy & Enterprise Services in October 2016. In addition to

leading the Group’s strategy function, his role is designed to accelerate the delivery of the Group’s Service

Revolution and provide services to support the Group’s operating businesses.

Gary’s responsibilities also include banking operations, procurement, property, analytics, and enterprise

investments. In addition, Gary oversees the Group’s mergers & acquisitions and business development

portfolios.

Before joining Westpac in 2008, Gary held a number of senior finance roles at Commonwealth Bank of

Australia (CBA) including Deputy CFO and CFO Retail Bank. Gary has over 20 years’ experience in

financial services, covering finance, M&A and large scale program delivery. He commenced his career at

Deloitte Touche Tohmatsu.

Gary has a Bachelor of Economics and a Post Graduate Diploma in Accounting from Flinders University of

South Australia and is a Fellow of the Institute of Chartered Accountants.


1


34 2017 Westpac Group Annual Report

3. Report on the business

Principal activities a)

The principal activities of the Group during the financial year ended 30 September 2017 were the provision of financial services

including lending, deposit taking, payments services, investment portfolio management and advice, superannuation and funds

management, insurance services, leasing finance, general finance, interest rate risk management and foreign exchange

services.

There have been no significant changes in the nature of the principal activities of the Group during 2017.

Operating and financial review

b)

The net profit attributable to equity holders of Westpac for the financial year ended 30 September 2017 was $7,990 million, an

increase of $545 million or 7% compared to 2016. Key features of this result were:

 a 4% increase in net operating income before operating expenses and impairment charges with:

– net interest income of $15,516 million, an increase of $368 million or 2% compared to 2016, with total loan growth of 3%

and a 4 basis point decrease in net interest margin to 2.06%; and

– non-interest income of $6,286 million, an increase of $449 million or 8% compared to 2016, primarily due to a $279

million gain associated with the sale of shares in BT Investment Management Limited (BTIM), a rise in trading income of

$78 million and the impact of volatility in economic hedges of $140 million. These increases were partly offset by

provisions for customer refunds and lower wealth management and insurance income;

 operating expenses were $9,434 million, an increase of $217 million or 2% compared to 2016 due to annual salary and

rental increases, higher technology expenses related to the Group’s investment program, a rise in regulatory and

compliance costs and expenses associated with the sale of shares in BTIM. These increases were partially offset by

productivity benefits; and

 impairment charges were $853 million, a decrease of $271 million or 24% compared to 2016. Asset quality remained

sound, with stressed exposures as a percentage of total committed exposures at 1.05%, down 15 basis points over the

year. The decrease in impairment charges was primarily due to significantly lower large individual provisions. Additional

provisioning for these larger facilities was required in 2016, following the downgrade to impaired.

A review of the operations of the Group and its divisions and their results for the financial year ended 30 September 2017 is set

out in Section 2 of the Annual Report under the sections ‘Review of Group operations’, ‘Divisional performance’ and ‘Risk and

risk management’, which form part of this report.

Further information about our financial position and financial results is included in the financial statements in Section 3 of this

Annual Report, which form part of this report.

Dividends

c)

Since 30 September 2017, Westpac has announced a final ordinary dividend of 94 cents per Westpac ordinary share, totalling

approximately $3,191 million for the year ended 30 September 2017 (2016 final ordinary dividend of 94 cents per Westpac

ordinary share, totalling approximately $3,145 million). The dividend will be fully franked and will be paid on 22 December 2017.

An interim ordinary dividend for the current financial year of 94 cents per Westpac ordinary share for the half year ended

31 March 2017, totalling $3,156 million, was paid as a fully franked dividend on 4 July 2017 (2016 interim ordinary dividend of

94 cents per Westpac ordinary share, totalling $3,136 million). The payment comprised direct cash disbursements of

$2,031 million with $1,125 million being reinvested by participants through the DRP.

Further, in respect of the year ended 30 September 2016, a fully franked final dividend of 94 cents per ordinary share totalling

$3,145 million was paid on 21 December 2016. The payment comprised direct cash disbursements of $2,818 million with

$327 million being reinvested by participants through the DRP.

New shares were issued to satisfy the DRP for each of the 2016 final ordinary dividend and the 2017 interim ordinary dividend.

Significant changes in state of affairs and events during and since the end of the 2017 financial year

d)

Significant changes in the state of affairs of the Group were:

 introduction of the Federal Government’s Bank Levy for ADIs. The Bank Levy cost Westpac $95 million in Full Year 2017,

with an after tax impact of $66 million and is estimated to cost Westpac approximately $405 million in Full Year 2018, with

an after tax impact of approximately $284 million;

 the sale by Westpac of 60 million shares in BTIM for $10.75 per share;

 the issuance of US$1.25 billion AT1 securities, which qualify as Additional Tier 1 capital under APRA’s capital adequacy

framework;

 the proposed sale by Westpac of its interest in Hastings Management Pty Limited, which is subject to confirmatory due

diligence and regulatory approvals; and

Directors’ report
2017 Westpac Group Annual Report 35

 ongoing regulatory changes and developments, which have included changes relating to liquidity, capital, financial

services, taxation, executive accountability and other regulatory requirements.

For a discussion of these matters, please refer to ‘Significant developments’ in Section 1 under ‘Information on Westpac’.

The Directors are not aware of any other matter or circumstance that has occurred since the end of the financial year that has

significantly affected or may significantly affect the operations of the Group, the results of these operations or the state of affairs

of the Group in subsequent financial years.

Business strategies, developments and expected results

e)

Our business strategies, prospects and likely major developments in the Group’s operations in future financial years and the

expected results of those operations are discussed in Section 1 of the Annual Report under ‘Information on Westpac’, including

under ‘Outlook’ and ‘Significant developments’.

Further information on our business strategies and prospects for future financial years and likely developments in our

operations and the expected results of operations have not been included in this report because the Directors believe it would

be likely to result in unreasonable prejudice to us.

4. Directors’ interests

Directors’ interests in securities a)

The following particulars for each Director are set out in the Remuneration Report in Section 10 of the Directors’ report for the

year ended 30 September 2017 and in the tables below:

 their relevant interests in our shares or the shares of any of our related bodies corporate;

 their relevant interests in debentures of, or interests in, any registered managed investment scheme made available by us

or any of our related bodies corporate;

 their rights or options over shares in, debentures of, or interests in, any registered managed investment scheme made

available by us or any of our related bodies corporate; and

 any contracts:

– to which the Director is a party or under which they are entitled to a benefit; and

– that confer a right to call for or deliver shares in, debentures of, or interests in, any registered managed investment

scheme made available by us or any of our related bodies corporate.

1


36 2017 Westpac Group Annual Report

Directors’ interests in Westpac and related bodies corporate as at 6 November 2017



Number of Relevant Interests in

Westpac

Ordinary Shares

Number of Westpac

Share Rights

Westpac

CPS

Westpac Banking Corporation


Current Directors


Lindsay Maxsted 20,689


-


-

Brian Hartzer 77,427

1

569,426

2

-

Nerida Caesar

-


-


-

Ewen Crouch 36,450

3

-


-

Alison Deans

9,392


-


-

Craig Dunn

8,869


-


-

Robert Elstone 12,096


-


-

Peter Hawkins

15,880

4

-


1,370

Peter Marriott

20,870


-


-

1

Brian Hartzer’s interest in Westpac ordinary shares includes 20,222 restricted shares held under the CEO Restricted Share Plan.

2

Share rights issued under the CEO Long Term Incentive Plan and Long Term Incentive Plan.

3

Ewen Crouch and his related bodies corporate also hold relevant interests in 250 Westpac Capital Notes 2.

4

Peter Hawkins and his related bodies corporate also hold relevant interests in 850 Westpac Capital Notes 3 and 882 Westpac Capital Notes 4.


Note: Certain subsidiaries of Westpac offer a range of registered schemes. The Directors from time to time invest in these schemes and are required to

provide a statement to the ASX when any of their interests in these schemes change. ASIC has exempted each Director from the obligation to notify the

ASX of a relevant interest in a security that is an interest in BT Cash Management Trust (ARSN 087 531 539), BT Premium Cash Fund (ARSN 089 299

730), Westpac Cash Management Trust (ARSN 088 187 928), BT Wholesale Managed Cash Fund (ARSN 088 832 491), BT Wholesale Enhanced Cash

Fund (ARSN 088 863 469), Advance Cash Multi-Blend Fund (ARSN 094 113 050) or BT Cash (ARSN 164 257 854).

Directors’ report
2017 Westpac Group Annual Report 37

Indemnities and insurance b)

Under the Westpac Constitution, unless prohibited by statute, we indemnify each of the Directors and Company Secretaries of

Westpac and of each of our related bodies corporate (except related bodies corporate listed on a recognised stock exchange),

each employee of Westpac or our subsidiaries (except subsidiaries listed on a recognised stock exchange), and each person

acting as a responsible manager under an Australian Financial Services Licence of any of Westpac’s wholly-owned

subsidiaries against every liability (other than a liability for legal costs) incurred by each such person in their capacity as

director, company secretary, employee or responsible manager, as the case may be; and all legal costs incurred in defending

or resisting (or otherwise in connection with) proceedings, whether civil or criminal or of an administrative or investigatory

nature, in which the person becomes involved because of that capacity.

Each of the Directors named in this Directors’ report and each of the Company Secretaries of Westpac has the benefit of

this indemnity.

Consistent with shareholder approval at the 2000 Annual General Meeting, Westpac has entered into a Deed of Access and

Indemnity with each of the Directors, which includes indemnification in identical terms to that provided in the Westpac

Constitution.

Westpac also executed a deed poll in September 2009 providing indemnification equivalent to that provided under the Westpac

Constitution to individuals acting as:

 statutory officers (other than as a director) of Westpac;

 directors and other statutory officers of wholly-owned subsidiaries of Westpac; and

 directors and statutory officers of other nominated companies as approved by Westpac in accordance with the terms of the

deed poll and Westpac’s Contractual Indemnity Policy.

Some employees of Westpac’s related bodies corporate and responsible managers of Westpac and its related bodies

corporate are also currently covered by a deed poll that was executed in November 2004, which is in similar terms to the

September 2009 deed poll.

The Westpac Constitution also permits us, to the extent permitted by law, to pay or agree to pay premiums for contracts

insuring any person who is or has been a Director or Company Secretary of Westpac or any of its related bodies corporate

against liability incurred by that person in that capacity, including a liability for legal costs, unless:

 we are forbidden by statute to pay or agree to pay the premium; or

 the contract would, if we paid the premium, be made void by statute.

Under the September 2009 deed poll, Westpac also agrees to provide directors’ and officers’ insurance to Directors of Westpac

and Directors of Westpac’s wholly-owned subsidiaries.

For the year ended 30 September 2017, the Group has insurance cover which, in certain circumstances, will provide

reimbursement for amounts which we have to pay under the indemnities set out above. That cover is subject to the terms and

conditions of the relevant insurance, including but not limited to the limit of indemnity provided by the insurance. The insurance

policies prohibit disclosure of the premium payable and the nature of the liabilities covered.

Options and share rights outstanding

c)

As at the date of this report there are 256,840 share options outstanding and 5,107,825 share rights outstanding in relation to

Westpac ordinary shares. The expiry date of the share options range between 17 December 2017 and 1 October 2018 and the

weighted average exercise price is $26.36. The latest dates for exercise of the share rights range between 17 December 2017

and 1 October 2032.

Holders of outstanding share options and share rights in relation to Westpac ordinary shares do not have any rights under the

share options and share rights to participate in any share issue or interest of Westpac or any other body corporate.

Proceedings on behalf of Westpac

d)

No application has been made and no proceedings have been brought or intervened in, on behalf of Westpac under

section 237 of the Corporations Act.



1


38 2017 Westpac Group Annual Report

5. Environmental disclosure

As part of our 2017 Sustainability Strategy, we have set

targets for our environmental performance. The Westpac

Group’s environmental framework starts with ‘Our Principles

for Doing Business’, which outline our broad environmental

principles. This framework includes:

 our Westpac Group Environment Policy, which has

been in place since 1992;

 our Sustainability Risk Management Framework;

 our Responsible Sourcing Code of Conduct; and

 public reporting of our environmental performance.

We also participate in a number of voluntary initiatives

including the Dow Jones Sustainability Index, CDP

1

, the

Equator Principles, the Principles for Responsible

Investment, the United Nations Global Compact and the

Banking Environment Initiative’s Soft Commodities Compact.

The National Greenhouse and Energy Reporting Act 2007

(Cth) (National Greenhouse Act) came into effect in

July 2008. The Group reports on greenhouse gas emissions,

energy consumption and production under the National

Greenhouse Act for the period 1 July through 30 June

each year.

The Group was previously subject to the reporting

requirements of the Energy Efficiency Opportunities Act

2006 (Cth) (EEO Act). The Commonwealth Government

repealed the EEO Act, effective from 29 June 2014.

Accordingly, all obligations and activities under the EEO

Program, including reporting requirements, have ceased.

2


Our operations are not subject to any other significant

environmental regulation under any law of the

Commonwealth of Australia or of any state or territory of

Australia. We may, however, become subject to

environmental regulation as a result of our lending activities

in the ordinary course of business and we have policies in

place to ensure that this potential risk is addressed as part of

our normal processes.

We have not incurred any liability (including for rectification

costs) under any environmental legislation.

Further details on our environmental performance, including

information on our climate change approach, details of our

emissions profile and environmental footprint, and progress

against our environmental targets and carbon neutral

program are available on our website at

www.westpac.com.au/sustainability.


1

Formerly known as the Carbon Disclosure Project.

2

Westpac implemented energy efficiency opportunities that are

expected to result in estimated energy savings of 14,964GJ, carbon

savings of 2,858 tCO2e and cost savings of $791,544 per year.

6. Human rights supply chain disclosure

Westpac’s overall approach to human rights is set out in our

Westpac Group Human Rights Position Statement, and this

references our Responsible Sourcing Code of Conduct as

the primary framework for managing human rights in our

supply chain.

The Group is subject to the United Kingdom’s Transparency

in Supply Chains provisions under the Modern Slavery Act

2015, which came into effect in March 2015. Westpac

releases an annual statement each year for the period

ended 30 September to disclose the steps taken during the

year to help prevent modern slavery from occurring within

the Group’s operations and supply chain.

7. Rounding of amounts

Westpac is an entity to which ASIC Corporations Instrument

2016/191 dated 24 March 2016, relating to the rounding of

amounts in directors’ reports and financial reports, applies.

Pursuant to this Instrument, amounts in this Directors’ report

and the accompanying financial report have been rounded to

the nearest million dollars, unless indicated to the contrary.

8. Political expenditure

In line with Westpac policy, no cash donations were made to

political parties during the financial year ended

30 September 2017.

In Australia, political expenditure for the financial year ended

30 September 2017 was $162,726. This relates to payment

for participation in legitimate political activities where they

were assessed to be of direct business relevance to

Westpac. Such activities include business observer

programs attached to annual party conferences, policy

dialogue forums and other political functions, such as

speeches and events with industry participants.

In New Zealand, political expenditure for the financial year

ended 30 September 2017 was NZD$2,756. In line with

Westpac policy, no cash donations were made to political

parties in New Zealand during the year.


Directors’ report
2017 Westpac Group Annual Report 39

9. Directors’ meetings

Each Director attended the following meetings of the Board and Committees of the Board during the financial year ended

30 September 2017:


Notes Board

Audit

Committee

Risk & Compliance

Committee

Nominations

Committee

Remuneration

Committee

Technology

Committee

Number of meetings

held during the year



Directo

r A B A B A B A B A B A B

Lindsay Maxsted 1

9 9 4 4 4 4 4 4 - - - -

Brian Hartzer 2 9 9 - - - - - - - - 4 4

Elizabeth Bryan 3

2 2 - - 1 1 1 1 2 2 - -

Nerida Caesar 4

1 1 - - - - - - - - - -

Ewen Crouch 5

9 9 - - 4 4 4 4 6 6 - -

Alison Deans 6

9 9 - - 4 4 - - - - 4 4

Craig Dunn 7

9 9 - - 4 4 3 3 6 6 - -

Robert Elstone 8

9 9 4 4 4 4 - - 6 6 - -

Peter Hawkins 9

9 9 4 4 4 3 4 4 - - 4 4

Peter Marriott 10

9 9 4 4 4 4 4 4 - - 4 4


This table shows membership of standing Committees of the Board. From time to time the Board may form other committees or

request Directors to undertake specific extra duties.

A - Meetings eligible to attend as a member B - Meetings attended as a member

Unless otherwise stated, each Director has been a member, or the Chairman, of the relevant Committee for the whole of the

period from 1 October 2016.

1

Chairman of the Board Nominations Committee. Member of the Board Audit Committee and the Board Risk & Compliance Committee.

2

Member of the Board Technology Committee.

3

Elizabeth Bryan retired from the Board and its Committees on 9 December 2016.

4

Nerida Caesar was appointed as a Director on 1 September 2017. Member of the Board Risk & Compliance Committee and Board Technology

Committee from 28 September 2017.

5

Chairman of the Board Risk & Compliance Committee from 9 December 2016. Chairman of the Board Remuneration Committee, and member of the

Board Risk & Compliance Committee, until 9 December 2016. Member of the Board Nominations Committee and from 9 December 2016, a member

of the Board Remuneration Committee.

6

Member of the Board Risk & Compliance Committee and the Board Technology Committee.

7

Chairman of the Board Remuneration Committee from 9 December 2016. Member of the Board Remuneration Committee until 9 December 2016.

Member of the Board Risk & Compliance Committee, and from 9 December 2016, a member of the Board Nominations Committee.

8

Member of the Board Remuneration Committee, the Board Risk & Compliance Committee and the Board Audit Committee.

9

Chairman of the Board Technology Committee. Member of the Board Audit Committee, the Board Nominations Committee and the Board Risk &

Compliance Committee.

10

Chairman of the Board Audit Committee. Member of the Board Risk & Compliance Committee, the Board Technology Committee and the Board

Nominations Committee.




1


40 2017 Westpac Group Annual Report

10. Remuneration Report

Introduction from the Chairman of the Board Remuneration Committee


Dear Shareholder,

We are pleased to present Westpac’s 2017 Remuneration Report (Report).

The past year has seen significant developments in the banking industry relating to remuneration. The Banking Executive

Accountability Regime (BEAR) will be put before Parliament and the Retail Banking Remuneration Review commissioned by

the Australian Banker’s Association (known as the Sedgwick report) was released earlier this year.

A comprehensive review is being undertaken in anticipation of the enactment of the BEAR legislation to ensure that our CEO

and Group Executive remuneration framework and principles remain consistent with both the letter and spirit of legislative

developments. While this review is underway in 2018, the remuneration framework will remain unchanged and be consistent

with the 2017 structures outlined in this Report.

We are also committed to implementing fully the recommendations of the Sedgwick report, which we are addressing in a

phased manner over the next three years. To date we have made significant progress on implementing around three quarters

of the recommendations, with good progress made on implementation of the remaining recommendations as we develop

appropriate support systems, frameworks and metrics. For example, in November 2016 we removed all product-related

incentives from around 2,000 tellers in the Westpac branch network.

2017 Remuneration outcomes – the link to Group performance

Each year the Board assesses a number of factors when determining remuneration outcomes. In addition to the financial

results included in Short-term Incentive (STI) balanced scoreboards, the Committee assesses other elements of performance

such as the quality of the results, key performance drivers, meeting customer needs, the risk and operating environment and

effectiveness of implementation of strategic initiatives to determine if the scoreboard outcomes adequately reflect actual

performance and returns to shareholders.

In what continues to be a challenging and competitive business environment, the Group’s financial performance was sound.

There was moderate growth in cash earnings and earnings per share, with marginal declines in return on equity and economic

profit, as capital and funding positions were strengthened further to position the Group to meet APRA’s unquestionably strong

benchmark. Significant improvements were achieved in net promoter scores (NPS) for customers, with Westpac being rated

with the highest overall NPS among major Australian banks for the first time in September 2017; employee engagement scores

also increased significantly, with outcomes achieved above the high performing global norm. This year we also retained our

position as the most sustainable bank globally in the 2017 Dow Jones Sustainability Indices for the fourth year running.

STI outcomes

It is against these outcomes that the short and long-term incentives were determined. STI outcomes during the year for the

CEO and the Group Executive team averaged 109% of target, up by an average of 14% on last year, and were within a range

of 96% to 116%. Different incentive outcomes across the Group Executive team reflect the performance of each division and

the quality of the performance delivered by the accountable executive.

Long-term Incentive (LTI) outcomes

In 2017, the 2014 LTI reached its test date. As the minimum performance vesting thresholds were not met, none of the 2014

LTI will vest.

More specifically:

 Westpac’s LTI plan Total Shareholder Return (TSR) over the last three years was 11.791%, which was below the 50th

percentile vesting threshold, so none of the 2014 TSR hurdled rights vested. This is the third consecutive year where the

TSR hurdle has not been met; and

 Westpac’s Cash Earnings per Share (EPS) growth over the last three years was also below the vesting threshold of 15.8%

(5.0% compound annual growth), so none of the 2014 EPS hurdled rights vested.

Directors’ report
2017 Westpac Group Annual Report 41

Changes to Key Management Personnel in 2017

The appointment effective 1 October 2016 of Rebecca Lim as the Group General Counsel & Chief Compliance Officer

1

and

Gary Thursby as Group Executive, Strategy & Enterprise Services was advised in last year’s Report, and their remuneration

details for the full 2017 period have been disclosed.

Philip Coffey retired during the year, after 21 years with Westpac.

This year we have made some minor changes to the way that we have presented the information in our Report, with the aim of

improving its format and layout.

We welcome your feedback as we continue to improve the disclosure of our remuneration policies, practices and outcomes.




Craig Dunn

Chairman – Board Remuneration Committee


1

Rebecca Lim’s title was amended to Group Executive, Compliance, Legal & Secretariat effective 2 October 2017.

1


42 2017 Westpac Group Annual Report

Topics covered in this Report

Section 1

List of 2017 Key Management Personnel

Section 2

Summary of 2017 CEO and Group Executive remuneration strategy and framework

Section 3

Summary of 2017 remuneration outcomes including:

 remuneration paid and vested;

 equity awarded;

 LTI and STI outcomes; and

 further details on the link to Group performance

Section 4

Further detail on 2017 executive remuneration structure

Section 5

Remuneration governance

Section 6

Non-executive Director remuneration structure

Section 7

Statutory remuneration disclosures including:

 Non-executive Director remuneration;

 CEO and Group Executive remuneration; and

 additional statutory disclosures


Note: All references to Return on Equity (ROE) in this remuneration report are on a cash ROE basis. Refer to the

Glossary of abbreviations and defined terms for more detail.

Directors’ report
2017 Westpac Group Annual Report 43

1. Key Management Personnel remuneration disclosed in this Report

The remuneration of Key Management Personnel (KMP) for the Group is disclosed in this Report. In 2017, KMP comprised

Non-executive Directors, the CEO and Group Executives who reported to the CEO.


CEO and Group Executives


Name Position Term as KMP

Managing Director & Chief Executive Officer

Brian Hartzer Managing Director & Chief Executive Officer Full Year

Current Group Executives


Lyn Cobley Chief Executive, Westpac Institutional Bank Full Year

Brad Cooper Chief Executive Officer, BT Financial Group Full Year

Dave Curran Chief Information Officer Full Year

George Frazis Chief Executive, Consumer Bank Full Year

Alexandra Holcomb Chief Risk Officer Full Year

Peter King Chief Financial Officer Full Year

Rebecca Lim Group General Counsel & Chief Compliance Officer Commenced 1 October 2016

David Lindberg Chief Executive, Business Bank Full Year

David McLean Chief Executive Officer, Westpac New Zealand Limited Full Year

Christine Parker Group Executive, Human Resources, Corporate Affairs & Sustainability Full Year

Gary Thursby Group Executive, Strategy & Enterprise Services Commenced 1 October 2016

Former Group Executive


Philip Coffey Deputy Chief Executive Officer Ceased role 31 May 2017



Non-executive Directors


Name Position Term as KMP

Current Non-executive Directors

Lindsay Maxsted Chairman Full Year

Nerida Caesar Director Appointed 1 September 2017

Ewen Crouch Director Full Year

Alison Deans Director Full Year

Craig Dunn Director Full Year

Robert Elstone Director Full Year

Peter Hawkins Director Full Year

Peter Marriott Director Full Year

Former Non-executive Director

Elizabeth Bryan Director Retired 9 December 2016


1


44 2017 Westpac Group Annual Report

2. Summary of the 2017 CEO and Group Executive remuneration framework

Cash STI (50%)

Deferred STI Cash STI

Short-term Incentive (STI)

Westpac’s remuneration strategy is designed to attract and retain talented employees by rewarding them for achieving high

performance and delivering superior long term results for our customers and shareholders, while adhering to sound management

and governance principles and reflecting accountability.

The remuneration framework is designed to:

 align remuneration with customer and shareholder interests;

 support appropriate risk culture and employee conduct;

 differentiate pay for behaviour and performance in line with our

strategy and vision;

Remuneration Principles

Fixed Remuneration

Long-term Incentive (LTI)

At Risk Remuneration (Variable Reward)

Fixed remuneration comprises:

 cash salary;

 salary sacrificed items; and

 superannuation contributions.

STI delivered as:

 50% cash; and

 50% restricted ordinary shares or

share rights (for Group Executives

outside Australia

).

LTI comprises:

 performance share rights which

may vest to varying degrees if

performance hurdles are achieved.

Total Reward Framework

Timeline of potential 2017 remuneration

Performance, governance and risk-adjustment overlay

All performance is assessed by the Board with reference to Group and divisional risk management policies. The Board retains the

ultimate discretion to adjust remuneration outcomes and/or unvested variable reward (including to zero). This applies to equity granted

under both the deferred STI and LTI plans if information comes to light that all or part of the award was not justified (malus).

FY17 FY18 FY19 FY20

Deferred STI (25%)

Deferred STI (25%)

STI

LTI

Fixed

remuneration

Base salary

LTI subject to Relative TSR performance (50%) – measured over 4 years

LTI subject to ROE performance (50%) – measured over 3 years

+1 year holding

All equity based

remuneration is

subject to:

 reduction via malus (if

required); and

 potential further

restrictions to ensure

minimum shareholder

requirements are met.

Rewards financial and non-financial

performance consistent with the

Group’s strategy over the short to

medium term. The deferred

component provides:

 alignment with shareholders over the

medium term; and

 at risk pay with malus provisions.

STI performance measures include

economic profit, earnings, risk,

strategic programs, customer

outcomes, people and sustainability.

The STI performance measures have

been selected to ensure focus in these

key areas.

Aligns executive accountability

and remuneration outcomes with

the delivery of sustained group

performance and shareholder

interests over the long term. The

LTI is also subject to adjustments

via malus provisions during the

performance period if required.

LTI performance measures (50:50):

 TSR is a comparative measure of

Westpac’s performance relative to

peers; and

 ROE aims to reward achievement

of returns above the cost of capital

while generating shareholder value.

34%

34%

32%

Target

pay mix

Purpose

Delivery

FY17

approach

Provided to attract and retain

executives, and takes into

account the size and complexity

of the role, individual

responsibilities, experience and

skills.

Fixed remuneration is set with

reference to relevant market

benchmarks in the financial

services industry.

 provide market competitive and fair remuneration;

 enable recruitment and retention of talented employees;

 provide the ability to risk adjust remuneration; and

 be simple, flexible and transparent.

Date paid

Date earned

Date granted Vesting date

Directors’ report
2017 Westpac Group Annual Report 45

3. Summary of remuneration outcomes

Executive KMP remuneration – paid and vested in 2017

1

3.1.

The following table shows the actual remuneration paid or vested to each executive KMP in 2017 compared to 2016

(unaudited) and includes:

 fixed remuneration earned during the year;

 cash STI awarded and paid in respect of the 2017 and 2016 performance years;

 deferred STI amounts awarded in prior years that vested at the end of 2017 and 2016 respectively; and

 LTI originally granted in 2014 and 2013 that vested or was forfeited at the end of 2017 and 2016 respectively.

This table shows actual remuneration paid, vested or forfeited while Section 7 represents outcomes prepared in accordance

with Australian Accounting Standards (AAS).




Fixed

Remuneration

Cash STI

awarded

and paid

Prior year

Deferred STI

vested

Prior year LTI

vested

2

Total realised

remuneration

Prior year LTI

forfeited

2

Name

$ $ $ $ $ $

Managing Director & Chief Executive Officer

Brian Hartzer

2017 2,686,000 1,490,730 1,280,114 -

5,456,844

3,046,592

2016 2,686,000 1,302,710 949,349 -

4,938,059

2,610,944



Current Group Executives

Lyn Cobley, Chief Executive, Westpac Institutional Bank

2017 1,122,000 640,000 244,864 -

2,006,864

-

2016 1,122,000 492,500 - -

1,614,500

-


Brad Cooper, Chief Executive Officer, BT Financial Group

2017 1,102,517 792,500 779,625 -

2,674,642

2,206,129

2016 1,102,517 735,000 733,887 -

2,571,404

1,350,495


Dave Curran, Chief Information Officer

2017 952,000 552,500 510,291 -

2,014,791

-

2016 952,000 467,500 258,810 -

1,678,310

-


George Frazis, Chief Executive, Consumer Bank

2017 1,150,000 872,500 876,225 -

2,898,725

1,155,565

2016 1,150,000 815,000 798,746 -

2,763,746

990,344


Alexandra Holcomb, Chief Risk Officer

2017 1,003,000 532,500 498,536 -

2,034,036

772,487

2016 1,003,000 492,500 400,492 -

1,895,992

450,134


Peter King, Chief Financial Officer

2017 1,088,000 615,000 536,202 -

2,239,202

1,132,480

2016 1,088,000 545,000 410,367 -

2,043,367

270,075


Rebecca Lim, Group General Counsel & Chief Compliance Officer

2017 750,000 412,500 248,227 -

1,410,727

388,674

2016 ---------------------------------------------------------------------Not a KMP in 2016-----------------------------------------------------------------------


David Lindberg, Chief Executive, Business Bank

2017 952,000 532,500 419,808 -

1,904,308

709,083

2016 901,000 477,500 314,033 -

1,692,533

405,142


David McLean, Chief Executive Officer, Westpac New Zealand Limited

2017 864,889 412,570 430,410 -

1,707,869

-

2016 854,565 363,050 285,422 -

1,503,037

-


1


46 2017 Westpac Group Annual Report


Fixed

Remuneration

Cash STI

awarded

and paid

Prior year

Deferred STI

vested

Prior year LTI

vested

2

Total realised

remuneration

Prior year LTI

forfeited

2

Name

$ $ $ $ $ $

Current Group Executives (cont.)

Christine Parker, Group Executive, Human Resources, Corporate Affairs & Sustainability

2017 850,000 517,500 481,816 -

1,849,316

1,365,665

2016 850,000 450,000 457,952 -

1,757,952

630,225


Gary Thursby, Group Executive, Strategy & Enterprise Services

2017 840,000 485,000 371,764 -

1,696,764

409,680

2016 ---------------------------------------------------------------------Not a KMP in 2016-----------------------------------------------------------------------


Former Group Executive

Philip Coffey, Deputy Chief Executive Officer

3


2017 908,741 457,500 669,828 -

2,036,069

2,237,655

2016 1,363,112 597,500 694,327 -

2,654,939

1,530,554


We have adopted a new approach for this table regarding equity disclosures, where we show equity that vests at the end of the performance year as

1

being part of the remuneration for that performance year (i.e. the 1 October 2017 vesting of deferred STI and LTI is one day after the completion of

the 2017 performance year and is shown as vested or forfeited against 2017 in the table below). This is different from the approach adopted in prior

years, where equity was disclosed as being part of remuneration in the year in which it vested or was forfeited.

The value shown is calculated by multiplying the number of equity instruments by the closing share price on the date of vesting or forfeiture.

2

See Section 1 for details.

3


Summary of Group LTI vesting outcomes

The vesting outcomes for LTI awards to the CEO (CEO LTI Plan) and Group Executives (Westpac LTI Plan) that reached the

completion of the performance period in 2017 and 2016 appear below:


Performance

measure

Performance

start date

Test date

Performance range

Outcome

%

Vested

%

Lapsed

Threshold Maximum

2014

LTI

grant

TSR

(50% of award)

1 October 2014

1 October

2017

50

th

percentile

75

th


percentile

20

th


percentile

0% 100%

EPS

(50% of award)

1 October 2014

1 October

2017

5.0% CAGR 7.0% CAGR

(0.8%)

CAGR

0% 100%

2013

LTI

grant

TSR

(50% of award)

1 October 2013

1 October

2016

50

th

percentile

75

th


percentile

20

th


percentile

0% 100%

EPS

(50% of award)

1 October 2013

1 October

2016

4.0% CAGR 6.0% CAGR

1.10%

CAGR

0% 100%


Other equity that vested during 2017

Lyn Cobley had 16,696 restricted shares which vested in July 2017 which were allocated in respect of equity forfeited from her

previous employer on joining Westpac.

Directors’ report
2017 Westpac Group Annual Report 47

Executive KMP remuneration – equity awarded in 2017 3.2.

The following table shows the fair value of equity awarded in 2017 and 2016 (unaudited) which is due to vest in future years,

subject to performance hurdles, tenure and malus conditions as applicable including:

 deferred STI awards, being restricted shares valued as 50% of the STI allocated in the year divided by the 5 day volume

weighted average price (VWAP)

1

to date of grant; and

 LTI awards, showing fair value of share rights granted in the year, where fair value is 40% of face value at date of grant for

the 2017 award, and 41.5%

2

of face value at the date of grant for the 2016 award. LTI share rights are subject to

performance conditions – see Section 4.3 for more detail.

The final value of equity that vests will depend on the proportion of shares or share rights that vest and the share price at the

time of vesting. The values differ from those in Section 7 which represent outcomes prepared in accordance with AAS.

This table can be read in conjunction with table 7.3 which shows the number of securities granted in 2017.



Deferred STI LTI (Fair value)

Name


$ $

Managing Director & Chief Executive Officer



Brian Hartzer

3

2017 1,490,730 2,528,000

2016 1,302,710 2,528,000


Group Executives


Lyn Cobley 2017 640,000 1,056,000

Chief Executive, Westpac Institutional Bank 2016 492,500 1,056,000


Brad Cooper 2017 792,500 1,050,000

Chief Executive Officer, BT Financial Group 2016 735,000 1,050,000


Dave Curran 2017 552,500 896,000

Chief Information Officer 2016 467,500 896,000



George Frazis 2017 872,500 1,000,000

Chief Executive, Consumer Bank 2016 815,000 1,000,000


Alexandra Holcomb 2017 532,500 944,000

Chief Risk Officer 2016 492,500 944,000



Peter King 2017 615,000 1,024,000

Chief Financial Officer 2016 545,000 1,024,000


Rebecca Lim 2017 412,500 700,000

Group General Counsel & Chief Compliance Officer 2016 ----------------- Not a KMP in 2016 --------------


David Lindberg 2017 532,500 912,000

Chief Executive, Business Bank 2016 477,500 848,000


David McLean 2017 412,570 810,138

Chief Executive Officer, Westpac New Zealand Limited 2016 363,050 804,296



Christine Parker 2017 517,500 750,000

Group Executive, Human Resources, Corporate Affairs & Sustainability 2016 450,000 750,000


Gary Thursby 2017 485,000 700,000

Group Executive, Strategy & Enterprise Services 2016 ----------------- Not a KMP in 2016 --------------


Former Group Executive


Philip Coffey

4

2017 457,500 1,280,000

Deputy Chief Executive Officer 2016 597,500 1,280,000

The 2017 award 5 day VWAP was $29.87, and the 2016 award 5 day VWAP was $29.87.

1

The fair value of 2016 TSR and EPS rights was 40% and 43% respectively.

2

The 2016 LTI opportunity for Brian Hartzer does not include the part year award for 2015 following his appointment as CEO that was awarded at the

3

same time as the 2016 LTI award.

See Section 1 for details.

4


1


48 2017 Westpac Group Annual Report

Summary of 2017 STI outcomes - How Group performance impacted CEO and Group Executive STI outcomes 3.3.

STI scoreboard targets provide the basis of short term variable reward and communicate the areas of focus for the year, which

includes the management of risk and demonstrating behaviours which are aligned to the Group values.

Application of discretion

The Board and the Remuneration Committee recognise that the scoreboard approach, while embracing a number of

complementary performance objectives, may not always enable a complete assessment of overall performance. The Board and

Remuneration Committee may therefore make discretionary adjustments, positive and negative, to the scoreboard outcomes

for the CEO and Group Executives. The Board and Remuneration Committee use the following criteria to apply discretionary

adjustments:

 matters not known or not relevant at the beginning of the financial year, which are relevant to the under or over

performance of the CEO and Group Executives during the financial year;

 the degree of stretch implicit in the scoreboard measures and targets themselves and the context in which the targets were

set;

 whether the operating environment during the financial year has been materially better or worse than forecast;

 comparison with the performance of the Group’s principal competitors;

 any relevant positive or negative risk management or reputational issue that impacts the Group;

 the quality of the financial result including its composition and sustainability;

 whether there have been major positive or negative aspects regarding the quality of leadership and/or behaviours

consistent with our values; and

 any other relevant under or over performance or other matter not captured.

The process ensures that financial measures such as economic profit are adjusted for non-operating items which impact the

current year process such as write-offs, accounting standard changes or one-off transactions (where appropriate) to ensure

that employees are neither advantaged nor disadvantaged when determining the incentive outcome. Adjustments are

considered on a multi-year basis where appropriate e.g. where a material adjustment impacts future earnings.

Group balanced scoreboard – CEO performance objectives

The structure of the Group balanced scoreboard (which forms the CEO scoreboard), performance measures, weightings,

assessment and the resulting STI outcomes are detailed in the following tables. The Group balanced scoreboard is also used in

part for the Group Executive STI outcomes, in combination with individual scoreboard measures which contribute to

determining the overall Group outcome.

The STI outcomes for individual executives have been determined using both quantitative and qualitative inputs including: the

overall Group performance relative to the external competitive environment, individual performance against stretching targets,

and judgement of individual’s capability and contribution to the Group relative to peer executives including demonstrated

leadership behaviours.

Directors’ report
2017 Westpac Group Annual Report 49

Group balanced scoreboard – CEO performance objectives (cont.)


Measure Weighting Assessment Considerations

Performance disciplines

Economic profit

Delivering

underlying returns

that create value

for shareholders

30%

 Delivered economic profit of $3,774 million with ROE at 13.8%

within the 13-14% range we are seeking to achieve. Cash

earnings growth of 3% was offset by a 5% increase in capital

charge as we boosted capital levels in preparation for APRA

‘unquestionably strong’ capital requirements.

 The Group prioritised return over growth, and capital

requirements were managed actively with credit risk weighted

assets down 3%.

Core earnings

growth

Delivering

consistent and

sustainable

growth in core

earnings

10%  Increased 1%.

 Revenues grew 2% supported by a 5% lending growth and 4%

deposit growth partly offset by 4bps margin compression.

 Expenses rose just below 2% with productivity largely offsetting

operating costs, with the increase due to investment and higher

regulatory and compliance costs.

Capital

management

Providing a

strong, stable and

sustainable capital

base on which to

grow the business

10%

 Capital and liquidity positions are well placed to meet new

regulatory requirements.

 Common equity tier 1 ratio of 10.6% was over a full percentage

point higher over the year. Ended the year above the

‘unquestionably strong’ capital requirement set by APRA which

does not come into effect until 2020.

 The Group is well placed for the introduction of the Net Stable

Funding Ratio from 1 January 2018, with the

30 September 2017 ratio at 109%.

Adherence to

Group Risk

Appetite

Statement

Ensuring we

operate within

accepted risk

tolerances

10%

 The external risk, regulatory and compliance environment

continues to be increasingly complex and challenging. Overall

we have remained within the Group Risk Appetite.

 Financial risk classes have been managed well including

capital, funding and credit risk. We have continued to tighten

underwriting standards in the residential and commercial

property portfolios.

 Improvements have been made to the control environment

across fraud, financial crime and conduct risk. Responsible

lending, financial advice and sales practices have been a key

focus, with management accelerating the pace of customer

remediation programs. We have also made provisions for

customer refunds and payments where we’ve identified

instances where we need to take action so that our customers

are not at a disadvantage from certain past practices. Ongoing

programs of work are underway to address and enhance

management of system and data related risks.

Driving strategic change

Service

revolution

Putting customers

at the centre of

everything we do

10%

 Finished the year as No 1 in the Australian ranking for both

consumer and business Net Promoter Score (Roy Morgan);

with Westpac finishing the year ranked No 2 for Customer

Satisfaction in the DBM survey.

 Complaints reduced by 18%.

 Continued to roll out multiple technology innovations to

customers, including Panorama (our wealth management

platform), e-conveyancing, Corporate Lending portal and faster

on-boarding, Collections web portal, LOLA (our Live Online

Lending Application), and numerous feature and useability

enhancements for mobile banking across all brands.


TARGETMAX

TARGETMAX

TARGETMAX

TARGETMAX

TARGETMAX

1


50 2017 Westpac Group Annual Report

Measure Weighting Assessment Considerations

Driving strategic change (cont.)

Service

revolution (cont.)


 Continued to receive external recognition with some of the

awards won this year being: Retail Financial Institution of the

year, Best Private Bank in Australia, Best use of technology in

Private Banking/Wealth Management, and Best Digital Bank

(NZ).

Building growth

highways

Securing future

growth in earnings

10%

 Grew ahead of expectations on deposits and SME lending and

in target segments of health and professional services.

 In Wealth maintained a market share of #1 on all retail

platforms with positive net flows in funds under administration.

Digital

transformation

Delivering

solutions that

anticipate the

needs and

expectations of

our customers

10%

 Delivered $262 million in productivity savings, through digitising

activities and transactions, reducing manual activity and

increasing eStatements.

 Good progress on a number of major investments - Customer

Service Hub, launched a Big Data platform and installed a new

call centre platform. Major milestones included implementation

of the Oracle Banking platform and Group Customer Master

within the Westpac Technology environment.

 All programs on track, delivering committed milestones and

outcomes.

 Continued our focus on using technology to drive

transformation. We have used process automation and

simplification initiatives across ~500 processes and the

management of ~32 million customer activities annually.

 Upgraded our Cybersecurity Coordination Centre (further

improving our ability to detect and respond to global threats

24x7).

 Installed new call centre infrastructure that will materially

improve the experience of calling Westpac as well as providing

the foundation for a range of new customer service initiatives.

People

 

People and

sustainability

Providing an

environment that

encourages our

employees to be

the best they can

be and drives the

right behaviours 

10% 

 We were awarded the Dow Jones Sustainability Index’s most

sustainable bank for 4th year in a row, with our highest score

ever achieved of 94 out of 100 points.

 Achieved our target of 50% of women in leadership roles.

 Group employee engagement was 79%, 2% above the Global

High Performing Norm, with employee pride in the organisation

increasing 11 points to 91%.

 Strengthened our incident management and whistleblowing

processes to help our employees ‘feel safe to speak up’ (latest

employee survey result being 80% and above the Global High

Performing Norm of 79%).

 Our Health, Safety and Wellbeing metrics continue to be market

leading with Lost Time Injury Frequency rates of 0.65 relative to

a target of 0.75 and our same day incident reporting exceeding

90%.



CEO STI outcome for 2017

The CEO outcome for 2017 was determined by the Board with reference to the Group balanced scoreboard outcome and the

principles of discretion detailed overleaf.

Name and position title Target STI

STI outcome

% of target

STI outcome

% of max

Actual Cash

STI

(50%)

Actual Deferred

STI

(50%)

Brian Hartzer

$2,686,000 111% 74% $1,490,730 $1,490,730

Managing Director & Chief Executive Officer



TARGETMAX

TARGETMAX

TARGETMAX

Directors’ report
2017 Westpac Group Annual Report 51

Individual Group Executive STI outcomes for 2017

Name and position title Target STI

STI outcome %

of target

STI outcome

% of max

Actual Cash

STI

(50%)

Actual

Deferred STI

(50%)

Current Group Executives


Lyn Cobley

$1,122,000 114% 76% $640,000 $640,000

Chief Executive, Westpac Institutional Bank

Brad Cooper

$1,600,000 99% 66% $792,500 $792,500

Chief Executive Officer, BT Financial Group

Dave Curran

$952,000 116% 77% $552,500 $552,500

Chief Information Officer

George Frazis

$1,600,000 109% 73% $872,500 $872,500

Chief Executive, Consumer Bank

Alexandra Holcomb

$1,003,000 106% 71% $532,500 $532,500

Chief Risk Officer

Peter King

$1,088,000 113% 75% $615,000 $615,000

Chief Financial Officer

Rebecca Lim

$750,000 110% 73% $412,500 $412,500

Group General Counsel & Chief Compliance

Officer

David Lindberg

$969,000 110% 73% $532,500 $532,500

Chief Executive, Business Bank

David McLean

$860,772 96% 64% $412,570 $412,570

Chief Executive Officer, Westpac New

Zealand Limited

Christine Parker

$900,000 115% 77% $517,500 $517,500

Group Executive, Human Resources,

Corporate Affairs & Sustainability

Gary Thursby

$860,000 113% 75% $485,000 $485,000

Group Executive, Strategy & Enterprise

Services

Former Group Executive


Philip Coffey

1


$906,667 101% 67% $457,500 $457,500

Deputy Chief Executive Officer

See Section 1 for details.

1


Group financial performance – five year perspective 3.4.

The following table provides the Group’s economic profit, ROE, TSR, dividends per share, cash earnings per share and share

price performance each year from 2013 for the past five years including 2017 and the STI outcomes for the CEO over the same

period:


Years Ended 30 September


2017 2016 2015 2014 2013

CEO STI outcome (% target) 111% 97% 108% 127% 123%

Economic profit ($m) 3,774 3,774 4,418 4,491 4,068

ROE 13.77% 14.00% 15.80% 16.40% 15.90%

TSR – three years 11.79% 15.24% 62.30% 102.03% 66.09%

TSR – five years 81.32% 100.72% 92.78% 103.74% 90.91%

Dividends per Westpac share (cents)

1

188 188 187 182 174

Cash earnings per Westpac share

2

$2.40 $2.35 $2.48 $2.45 $2.28

Share price – high $35.39 $33.74 $40.07 $35.99 $34.79

Share price – low $28.92 $27.57 $29.10 $30.00 $24.23

Share price – close $31.92 $29.51 $29.70 $32.14 $32.73

Does not include $0.20 special dividend determined in 2013.

1

Cash earnings are not prepared in accordance with AAS and have not been subject to audit.

2

1


52 2017 Westpac Group Annual Report

4. Further detail on 2017 executive remuneration structure

Fixed remuneration 4.1.

Fixed remuneration takes into account the size and complexity of the role, individual responsibilities, experience and skills.

Fixed remuneration is set based on relevant market benchmarks within the financial services industry.

Short-term incentive 4.2.

STI provides the opportunity for participants to earn cash and deferred equity incentives where specific outcomes have been

achieved in the financial year. The STI outcomes for the CEO and each Group Executive are assessed using a balanced

scoreboard, combining both annual financial and non-financial objectives which support the Group’s strategy.


2017 STI Plan

Plan structure 50% cash, 50% deferred equity in the form of restricted ordinary shares (or share rights for Group

Executives based outside of Australia).

The equity portion of the STI award vests over the following schedule: 50% at the end of year 1, and 50% at

the end of year 2.

Target

opportunity

The CEO’s STI target for 2017 was $2,686,000, unchanged from 2016.

STI targets for the CEO and Group Executives are set by the Remuneration Committee and approved by the

Board at the beginning of each performance year, based on a range of factors including market

competitiveness and the nature of each role. The STI targets for the 2017 performance year did not increase

for those Group Executives whose fixed remuneration was unchanged in 2017.

Maximum

opportunity

The maximum STI opportunity is 150% of target (the minimum opportunity being nil).

Performance

conditions

Performance is measured against risk-adjusted financial targets and non-financial targets which support the

Group’s strategy. Performance measures are based on performance at Group, divisional and individual

level. The deferred STI awards recognise past performance and are not subject to further performance

hurdles (other than continued service) and receive dividends over the vesting period.

See Section 3.3 for the Group balanced scoreboard.

Assessment of

performance

outcomes

STI outcomes are subject to both a quantitative and qualitative assessment, including a risk management

overlay, which is embedded in the scoreboard measurement process. The Board has the capacity to adjust

STI outcomes (and reduce STI outcomes to zero if appropriate) in the assessment process.


Long-term incentive 4.3.

The LTI is designed to align the remuneration of executives to the long-term performance of the Group and the interests of

shareholders. The amount of the award takes into account market benchmarks, individual performance over time, succession

potential and key skills.

LTI structure 2017 (awarded at the beginning of the 2017 performance year)


CEO LTI Plan and Westpac LTI Plan

Equity

instrument

Performance share rights - One share right entitles the holder to one ordinary share at the time of vesting at

a nil exercise cost. Share rights do not attract the payment of dividends.

LTI award

opportunity

The CEO was granted an LTI award of $2,528,000 (at fair value) in the form of share rights for 2017 under

the CEO LTI Plan.

At the beginning of each year, the Board, advised by the Remuneration Committee, sets the dollar value of

the LTI award target for the CEO and each Group Executive.

Determining

the number of

securities

The number of share rights each individual receives is determined by dividing the dollar value of the LTI

award by the fair value of the share rights at the beginning of the performance assessment period

(performance period).

The fair value of share rights is determined by an independent valuer taking as a starting point the market

price of Westpac shares at grant and using a Monte Carlo simulation pricing model, applying assumptions

based on expected life, volatility, risk-free interest rate and dividend yield associated with the securities and

the risk of forfeiture attributed to each performance hurdle. The Remuneration Committee caps the valuation

at a maximum discount of 60% of the relevant share price. The value of a TSR hurdled share right may be

different to an ROE hurdled share right.

Directors’ report
2017 Westpac Group Annual Report 53

CEO LTI Plan and Westpac LTI Plan

Performance

hurdles

2017 LTI (Awarded in December 2016)

TSR

50% of the allocation

ROE

50% of the allocation

The TSR performance hurdle measures Westpac’s

TSR against a composite TSR index over the four

year performance period, providing an arms-length

assessment of our comparative performance against

peers.

At the end of the performance period, TSR

performance of each of the index companies will be

multiplied by its index TSR weighting, and the total of

the 10 scores will comprise the composite index

performance measure.

Performance levels required for vesting of TSR share

rights are detailed in the table below:

TSR performance

(2017 to 2020 inclusive)

% vesting

At or exceeding the index

growth by 21.55

1


100%

Between meeting index and

exceeding the index growth

by 21.55

Straight line

vesting

Equal to index 50%

Below index 0%

1

21.55 (5% average compound annual growth rate)


The companies in the 2017 peer group for the

Westpac LTI Plan and their relative weightings are:


For the 2017 grant, the TSR share rights will be

tested against the performance hurdle on 30

September 2020.

This hurdle aims to reward achievement of returns

comfortably above the Group’s cost of capital while

generating shareholder value and further improving

how efficiently the Group uses its limited capital

resources within the Group’s risk appetite.

The ROE performance hurdle measures the

average cash return on average ordinary equity

over the three year performance period.

ROE rights which satisfy the ROE hurdle and qualify

for vesting at the completion of the three year

performance period will have a one year holding

lock applied and will vest at the completion of the

four year term from the commencement date. A

description of the process used to determine cash

earnings is provided at Note 2 to the financial

statements.

Performance levels required for vesting of ROE

share rights are detailed in the table below:

ROE performance

(2017 to 2019 inclusive)

% vesting

At or above 14.5% 100%

Between 13.5% and 14.5%

Straight line

vesting

Equal to 13.5% 50%

Below 13.5% 0%


For the 2017 grant, the share rights will be tested

against the performance hurdles on

30 September 2019. Share rights that qualify for

vesting will have a one year holding lock applied

and will vest on 30 September 2020.


Who

measures the

performance

hurdle

outcomes?

To ensure objectivity and external validation, TSR

results are calculated by an independent external

consultant and are provided to the Board or its

delegate to review and determine vesting outcomes.

Under the relevant plan rules, the Board may

exercise discretion if in all prevailing circumstances

Directors think it is appropriate to do so when

determining the ultimate vesting outcome.

The ROE outcome will be determined by the Board

based on the ROE disclosed in our results at the

completion of the performance period. Under the

relevant plan rules, the Board may exercise

discretion if in all prevailing circumstances Directors

think it is appropriate to do so when determining the

ultimate vesting outcome.

No re-testing There has been no re-testing on LTI awards made since 2011. No award currently on foot is subject to re-

testing. Accordingly, securities that have not vested after the measurement period lapse immediately.

CompanyTSR weighting

ANZ Banking Group16.67%

Commonwealth Bank16.67%

National Australia Bank16.67%

AMP7.14%

Bank of Queensland7.14%

Bendigo and Adelaide Bank7.14%

Challenger7.14%

Macquarie Group7.14%

Perpetual7.14%

Suncorp Group7.14%

1


54 2017 Westpac Group Annual Report

CEO LTI Plan and Westpac LTI Plan

Early vesting

is possible in

limited cases

For awards made since 1 October 2009, unvested securities may vest before a test date if the executive is

no longer employed by the Group due to death or disability. In general, any such vesting is not subject to

performance hurdles being met.

Treatment of

securities


The Board has discretion in relation to performance share rights where the CEO or a Group Executive

resigns or retires or otherwise leaves the Group before vesting occurs. This discretion enables the Board to

vest the relevant securities or leave them on foot for the remainder of the performance period. In exercising

its discretion, the Board will take into account all relevant circumstances including those surrounding the

departure in question. The Board may also adjust the number of performance share rights downwards, or to

zero (in which case they will lapse) where the circumstances of the departure warrant, or to respond to

misconduct resulting in significant financial and/or reputational impact to Westpac.

Where a holder acts fraudulently or dishonestly, or is in material breach of their obligations under the

relevant equity plan, unexercised performance share rights (whether vested or unvested) will lapse unless

the Board determines otherwise.


Details for other LTI awards currently on foot (CEO and Group Executives) can be found in the following Reports:

 2015 LTI award, vesting on 30 September 2018 – 50% of award subject to ranked TSR performance against a peer group,

and 50% of the award subject to cash EPS CAGR performance condition. Refer to the 2015 Annual Report; and

 2016 LTI award, vesting on 30 September 2019 – 50% of award subject to TSR performance against a weighted

composite index of comparator companies, and 50% of the award subject to cash EPS CAGR performance condition.

Refer to the 2016 Annual Report.

LTI structure 2018 (awarded at the beginning of 2018 performance year)

The LTI structure for the 2018 award will retain the same design features as the 2017 award.

The TSR hurdle, as detailed above, will remain unchanged in 2018.

The performance range for the ROE component of the 2018 LTI has been set at an average ROE of between 13.25% and

14.25%. The range is 25 basis points lower than the 2017 LTI ROE target as it reflects updated information on regulatory

capital requirements, and the likely prospects of a more competitive business environment and higher impairment charges. The

ROE target range also takes into account the Group’s risk appetite whilst incentivising the delivery of stretching performance

outcomes.

The Board retains ultimate discretion to ensure that vesting outcomes deliver alignment between performance and shareholder

outcomes.

Directors’ report
2017 Westpac Group Annual Report 55

Shareholding requirements and hedging policy 4.4.

To align further their interests with those of shareholders, the CEO and Group Executives are required to build and maintain a

substantial Westpac shareholding within five years of being appointed to their role.

Minimum shareholding requirement

CEO

Five times annual fixed remuneration ($13.43 million)

Group Executives

$1.2 million each


All Group Executives who have been in a Group Executive role for more than five years meet these shareholding requirements.

Executives that have been in Group Executive roles for less than five years are working towards, or have already satisfied,

these requirements.

Participants in the Group’s equity plans are forbidden from entering, either directly or indirectly, into hedging arrangements for

unvested securities in their STI and LTI equity awards. No financial products of any kind may be used to mitigate the risk

associated with these awards. Any attempt to hedge these securities makes them subject to forfeiture. These restrictions have

been in place for some time and satisfy the requirements of the Corporations Act which prohibit hedging of unvested securities.

Employment agreements

4.5.

The remuneration and other terms of employment for the CEO and Group Executives are formalised in their employment

agreements. Each of these employment agreements provides for the payment of fixed and performance-based remuneration,

employer superannuation contributions and other benefits such as death and disablement insurance cover.

The term and termination provisions of the employment agreements for the FY17 Executive KMP are summarised below:

Term Who Conditions

Duration of agreement

CEO and all Group Executives

 Ongoing until notice given by either

party

Notice to be provided by the

executive or the Group to terminate

the employment agreement

CEO and Group Executives

(excluding Philip Coffey)

 12 months

1


Philip Coffey  6 months

Termination payments to be made

on termination without cause

2


CEO and all Group Executives

 Deferred STI and LTI awards vest

according to the applicable equity plan

rules

Termination for cause CEO and Group Executives

(excluding Brad Cooper and Philip

Coffey)

 Immediately for misconduct

 3 months’ notice for poor performance

Brad Cooper and Philip Coffey  Immediately for misconduct

 Contractual notice period for poor

performance

Post-employment restraints

CEO and all Group Executives  12 month non-solicitation restraint

Payment in lieu of notice may in certain circumstances be approved by the Board for some or all of the notice period.

1

The maximum liability for termination benefits for the CEO and other Executive KMP at 30 September 2017 was $13.4 million (2016: $13 million).

2


1


56 2017 Westpac Group Annual Report

5. Remuneration governance

The Group’s remuneration policy supports Westpac’s vision and strategy by:

 requiring the design and management of remuneration to align with customer and shareholder interests;

 supporting financial soundness; and

 encouraging prudent risk management.

The role of the Board is to provide strategic guidance for the Group and effective oversight of management. As part of this role,

the Board has overall accountability for remuneration.

The Remuneration Committee assists the Board to fulfil its remuneration responsibilities to shareholders by monitoring the

remuneration policies and practices of the Group, external remuneration practices, market expectations and regulatory

requirements in Australia and internationally. The Committee’s purpose, responsibilities and duties are outlined in the Board

Remuneration Committee Charter which is available on the Group’s website. The Charter was last reviewed and amended in

March 2016.

The Group’s remuneration strategy, executive remuneration framework, policies and practices all reflect the sound risk

management that is fundamental to the way the Group operates, the law and high standards of governance. The performance

of each division is reviewed and measured with reference to how risk is managed and the results influence remuneration

outcomes for accountable employees.

In carrying out its duties, the Remuneration Committee can access risk and financial control personnel and engage external

advisors who are independent of management. The Chairman of the Board Risk & Compliance Committee is also a member of

the Remuneration Committee, and members of the Remuneration Committee are also members of the Board Risk &

Compliance Committee.

The executive Total Reward framework (outlined in Section 2 of this Report) specifically includes features to take account of

risk.

Members of the Remuneration Committee during 2017

All members of the Remuneration Committee are independent Non-executive Directors. During 2017, the members were:

 Craig Dunn (Chairman from 9 December 2016);

 Ewen Crouch (Chairman to 9 December 2016);

 Elizabeth Bryan (retired on 9 December 2016); and

 Robert Elstone.

Independent remuneration consultant

In 2017, the Board retained Guerdon Associates as its independent consultant to provide specialist information on executive

remuneration and other remuneration matters, the services being provided directly to the Remuneration Committee

independent of management. The Chairman of the Remuneration Committee oversees the engagement and costs of the

independent consultant.

Work undertaken by Guerdon Associates during 2017 included the provision of information relating to the benchmarking of

Non-executive Director, CEO and Group Executive remuneration. No remuneration recommendations, as prescribed under the

Corporations Act, were made by Guerdon Associates in 2017.

Approval of remuneration decisions

The Group follows a strict process of ‘two-up’ approval for all remuneration decisions. This means that remuneration is

approved by the next most senior person above the employee’s manager. This concept is also reflected in our requirement for

the Board, based on recommendations from the Remuneration Committee, to approve performance outcomes and

remuneration for:

 the CEO and Group Executives; and

 other executives who report directly to the CEO, other persons whose activities in the Board’s opinion affect the financial

soundness of the Group and any other person specified by the Australian Prudential Regulation Authority.

Any significant remuneration arrangements that fall outside the Group Remuneration Policy are referred to the Remuneration

Committee for review and approval.

Directors’ report
2017 Westpac Group Annual Report 57

6. Non-executive Director remuneration

Structure and policy

6.1.

Remuneration policy

Westpac’s Non-executive Director remuneration strategy is designed to attract and retain experienced, qualified Board

members and remunerate them appropriately for their time and expertise.

Fees for Non-executive Directors are not related to the Group’s short-term results and Non-executive Directors do not receive

performance-based remuneration. Non-executive Director remuneration consists of the following components:

Remuneration Component Paid as Detail

Base fee

Cash

This fee is for service on the Westpac Banking Corporation Board.

The base fee for the Chairman covers all responsibilities, including all

Board Committees.

Committee fees

Cash

Additional fees are paid to other Non-executive Directors for chairing or

participating in Board Committees.

Employer superannuation

contributions

Superannuation

Reflects statutory superannuation contributions which are capped at the

superannuation maximum contributions base as prescribed under the

Superannuation Guarantee legislation.

Subsidiary Board and

Advisory Board fees

Cash

Fees are for service on Subsidiary Boards and Advisory Boards and are

paid by the relevant subsidiary.


Non-executive Director remuneration in 2017

Non-executive Director fee review – Effective 1 October 2016

The Board reviewed the Non-executive Director fee framework in late 2016. On the basis of market data provided by Guerdon

Associates, the Board approved an increase to the member fees for the Board Technology Committee recognising the

workload associated with these roles.

Changes to Board and Committee composition

The following changes were made to Board and Committee composition:

 Elizabeth Bryan retired on 9 December 2016 following the 2016 Annual General Meeting;

 Ewen Crouch was appointed Chairman of the Board Risk & Compliance Committee effective 9 December 2016 stepping

down as Chairman of the Board Remuneration Committee on the same date (remaining a member of that Committee);

 Craig Dunn was appointed as Chairman of the Board Remuneration Committee and member of the Board Nominations

Committee effective 9 December 2016; and

 Nerida Caesar was appointed as a Non-executive Director to the Westpac Board effective 1 September 2017 and

appointed to the Board Risk & Compliance and Board Technology Committees effective 28 September 2017.

Fee pool

At the 2008 Annual General Meeting, the current fee pool of $4.5 million per annum was approved by shareholders. For the

year ended 30 September 2017, $2.94 million (65%) of this fee pool was used. The fee pool is inclusive of employer

superannuation contributions.


1


58 2017 Westpac Group Annual Report

Fee framework

This section details the current Non-executive Director fee framework.

Base and Committee fees

The following table sets out the Board and standing Committee fees:

Annual Rate

Base Fee $

Chairman 810,000

Non-executive Directors 225,000

Committee Chairman Fees


Audit Committee 70,400

Risk and Compliance Committee 70,400

Remuneration Committee 63,800

Technology Committee 35,200

Committee Membership Fees


Audit Committee 32,000

Risk and Compliance Committee 32,000

Remuneration Committee 29,000

Technology Committee 20,000


Committee fees are not payable to the Chairman of the Board and members of the Nominations Committee.

Employer superannuation contributions

The Group pays superannuation contributions to Non-executive Directors of up to 9.5% of their fees. The contributions are

capped at the superannuation maximum compulsory contributions base prescribed under the Superannuation Guarantee

legislation.

Subsidiary Board and Advisory Board fees

During the reporting period, additional fees of $35,000 were paid to Peter Hawkins as a member of the Bank of Melbourne

Advisory Board.

Minimum shareholding

Non-executive Directors are required to build and maintain their individual holdings of Westpac ordinary shares to align their

interests with the long-term interests of shareholders. The Board Chair and each Non-executive Director are required to hold an

interest in shares in Westpac with a market value not less than the Board base fee within five years of appointment to the

Board. Details of Non-executive Directors’ Westpac (and related bodies corporate) shareholdings are set out in Section 7.4.

Directors’ report
2017 Westpac Group Annual Report 59

7. Statutory remuneration details

Details of Non-executive Director remuneration

7.1.

Details of Non-executive Director remuneration are set out in the table below:


Short-Term Benefits Post-Employment Benefits


Westpac Banking

Corporation Board

Fees

1

Subsidiary and

Advisory Board Fees Superannuation Total

Name $ $ $ $


Current Non-executive Directors

Lindsay Maxsted, Chairman

2017 810,000 - 19,734 829,734

2016 810,000 - 19,540 829,540


Nerida Caesar

2


2017 18,921 - 1,619 20,540


Ewen Crouch

2017 323,719 - 19,734 343,453

2016 320,800 - 19,540 340,340


Alison Deans



2017 277,000 - 19,734 296,734

2016 273,000 - 19,540 292,540


Craig Dunn

2017 314,221 - 19,734 333,955

2016 286,000 - 19,540 305,540


Robert Elstone

2017 318,000 - 19,734 337,734

2016 318,000 - 19,540 337,540


Peter Hawkins

2017 324,200 35,000 19,658 378,858

2016 324,200 35,000 19,465 378,665


Peter Marriott

2017 347,400 - 19,734 367,134

2016 343,400 - 19,540 362,940


Former Non-executive Director

Elizabeth Bryan

2


2017 62,214 - 3,709 65,923

2016 324,400 - 19,540 343,940



Total fees

2017 2,795,675 35,000 143,390 2,974,065

2016

3

2,999,800 35,000 156,245 3,191,045

Includes fee paid to the Chairman and members of Board Committees.

1

Refer to Section 1 of the Report for details.

2

The total fees for 2016 reflect the prior year remuneration for the 2016 reported Non-executive Directors.

3


1


60 2017 Westpac Group Annual Report

Remuneration details – CEO and Group Executives 7.2.

This section sets out details of remuneration for the CEO and Group Executives for the 2017 financial year, calculated in

accordance with AAS.


Short-Term Benefits

Post-

Employment

Benefits

Other

Long-

Term

Benefits Share-Based Payments


Fixed

Remu-

neration

1

STI (Cash)

2

Non-

Monetary

Benefits

3

Other

Short-Term

Benefits

4

Superann-

uation

Benefits

5

Long

Service

Leave

Restricted

Shares

6

Share

Rights

78

Total

9

Name $ $ $ $ $ $ $ $ $

Managing Director & Chief Executive Officer

Brian Hartzer

2017 2,665,249 1,490,730 19,494 - 41,226 40,697 1,287,590 1,136,724 6,681,710

2016 2,774,879 1,302,710 21,349 - 36,522 40,722 1,128,139 1,447,696 6,752,017



Current Group Executives

Lyn Cobley, Chief Executive, Westpac Institutional Bank

2017 1,089,650 640,000 4,014 - 37,818 16,995 767,014 591,601 3,147,092

2016 1,097,409 492,500 1,850 - 27,480 17,005 977,182 307,514 2,920,940


Brad Cooper, Chief Executive Officer, BT Financial Group

2017 1,064,384 792,500 2,924 - 39,503 (41,160) 754,634 347,391 2,960,176

2016 1,060,435 735,000 4,089 - 36,727 16,730 831,388 800,145 3,484,514


Dave Curran, Chief Information Officer

2017 941,632 552,500 4,014 - 28,451 14,424 487,089 404,406 2,432,516

2016 914,905 467,500 4,089 - 25,921 14,424 428,244 461,898 2,316,981


George Frazis, Chief Executive, Consumer Bank

2017 1,127,559 872,500 4,014 - 40,509 17,419 842,782 401,563 3,306,346

2016 1,131,541 815,000 3,039 - 37,090 17,451 925,520 591,094 3,520,735


Alexandra Holcomb, Chief Risk Officer

2017 950,564 532,500 2,924 - 39,645 4,669 520,145 386,131 2,436,578

2016 949,671 492,500 3,039 - 36,936 16,199 587,415 566,909 2,652,669


Peter King, Chief Financial Officer

2017 1,047,360 615,000 4,014 - 34,421 16,485 537,796 405,875 2,660,951

2016 1,041,344 545,000 4,089 - 31,072 48,728 499,345 661,789 2,831,367


Rebecca Lim, Group General Counsel & Chief Compliance Officer

2017 756,722 412,500 3,512 - 28,201 45,641 425,776 206,069 1,878,421


David Lindberg, Chief Executive, Business Bank

2017 928,528 532,500 11,901 - 27,244 18,507 453,174 398,655 2,370,509

2016 880,296 477,500 17,070 - 23,103 15,069 403,624 464,140 2,280,802


David McLean, Chief Executive Officer, Westpac New Zealand Limited

2017 736,628 412,570 39,739 - 76,082 - 39 837,360 2,102,418

2016 760,848 363,050 33,753 - 76,093 - 14,322 932,957 2,181,023


Christine Parker, Group Executive, Human Resources, Corporate Affairs & Sustainability

2017 824,006 517,500 4,604 - 26,643 (3,479) 464,335 260,141 2,093,750

2016 849,556 450,000 4,650 - 24,279 (5,013) 518,374 558,680 2,400,526


Gary Thursby, Group Executive, Strategy & Enterprise Services

2017 820,262 485,000 2,924 - 29,819 12,642 372,119 225,354 1,948,120


Former Group Executive

Philip Coffey, Deputy Chief Executive Officer

10


2017 844,753 457,500 3,053 - 28,654 13,750 780,444 2,811,904 4,940,058

2016 1,289,796 597,500 4,105 - 41,497 20,678 766,988 913,187 3,633,751


Fixed remuneration is the total cost of salary, salary sacrificed benefits (including motor vehicles, parking, etc., and any associated fringe benefits tax

1

(FBT)) and an accrual for annual leave entitlements.

2017 STI figures reflect annual cash performance awards accrued but not yet paid in respect of the year ended 30 September 2017. STI awards are

2

paid in the December pay cycle.

Non-monetary benefits are determined on the basis of the cost to the Group (including associated FBT, where applicable) and include annual health

3

checks, provision of taxation advice, relocation costs, living away from home expenses and allowances.

Includes payments on cessation of employment or other contracted amounts.

4

The CEO and Group Executives are provided with life insurance cover under the Westpac Group Plan at no cost. Superannuation benefits have been

5

calculated consistent with AASB 119 Employee Benefits.

The value of restricted shares is amortised over the applicable vesting period and the amount shown is the amortisation relating to the 2017 reporting

6

year (and 2016 year as comparison). See footnote 10 for the treatment of Philip Coffey’s equity.

Directors’ report
2017 Westpac Group Annual Report 61

Equity-settled remuneration is based on the amortisation over the vesting period (normally three or four years) of the ‘fair value’ at grant date of

7

hurdled and unhurdled options and share rights that were granted during the four years ended 30 September 2017. Details of prior years’ grants have

been disclosed in previous Annual Reports. The value for David McLean includes 53% attributed to deferred STI. See footnote 10 for the treatment of

Philip Coffey’s equity.

The expensed value of the December 2015 LTI EPS hurdled rights has been reduced to 0% and the expensed value of the December 2016 LTI EPS

8

hurdled rights and 2017 LTI ROE hurdled rights have been reduced to 50%. This reflects the Board’s current assessment of the probability of the

threshold ROE (2017 grant) or EPS hurdles (2015 and 2016 grants) being met and share rights vesting over time. See footnote 10 for the treatment

of Philip Coffey’s equity.

The percentage of the total remuneration which is performance related (i.e. STI cash plus share-based payments) was: Brian Hartzer 59%,

9

Lyn Cobley 64%, Philip Coffey 82%, Brad Cooper 64%, Dave Curran 59%, George Frazis 64%, Alexandra Holcomb 59%, Peter King 59%,

Rebecca Lim 56%, David Lindberg 58%, David McLean 59%, Christine Parker 59% and Gary Thursby 56%. The percentage of total remuneration

delivered in the form of options (including share rights) was: Brian Hartzer 17%, Lyn Cobley 19%, Philip Coffey 57%, Brad Cooper 12%,

Dave Curran 17%, George Frazis 12%, Alexandra Holcomb 16%, Peter King 15%, Rebecca Lim 11%, David Lindberg 17%, David McLean 40%,

Christine Parker 12% and Gary Thursby 12%.

Refer Section 1 of the Report for details. The share based payment values for Philip Coffey reflect the accruals for all unvested equity granted for the

10

entire period up to the end of each performance period. For example, the 2017 LTI will include the accrual for four years until the vesting date in lieu

of a single year accrual value for 2017. While the full value is being accrued for all unvested equity held by Philip Coffey, the awards may or may not

vest subject to the relevant performance hurdles.


1


62 2017 Westpac Group Annual Report

Movement in equity-settled instruments during this year 7.3.

This table shows the details of movements during 2017 in the number and value of equity instruments for the CEO and Group

Executives under the relevant plans:

Name Type of Equity-Based Instrument

Number

Granted

1

Number

Vested

2

Number

Exercised

3

Value

Granted

4

$

Value

Exercised

5

$

Value

Forfeited or

Lapsed

5,6

$


Managing Director & Chief Executive Officer

Brian Hartzer CEO Performance share rights 211,548 - - 4,226,729 - -

Performance share rights - - - - - 2,610,944

Shares under the CEO Restricted

Share Plan

40,444 19,746 - 1,302,187 - -

Shares under Restricted Share Plan - 12,075 - - - -



Current Group Executives

Lyn Cobley Performance share rights 88,368 - - 1,693,573 - -

Shares under Restricted Share Plan 15,290 16,696 - 492,296 - -


Brad Cooper Performance share rights 87,866 - - 1,683,952 - 1,350,495

Shares under Restricted Share Plan 22,819 24,599 - 734,710 - -


Dave Curran Performance share rights 74,978 - - 1,436,953 - -

Shares under Restricted Share Plan 14,514 8,675 - 467,311 - -


George Frazis Performance share rights 83,682 - - 1,603,766 - 990,344

Shares under Restricted Share Plan 25,302 26,773 - 814,655 - -


Alexandra Holcomb Performance share rights 78,994 - - 1,513,920 - 450,134

Performance options - - 38,847 - 65,509 -

Shares under Restricted Share Plan 15,290 19,268 - 492,296 - -


Peter King Performance share rights 85,690 - - 1,642,249 - 270,075

Shares under Restricted Share Plan 16,920 13,755 - 544,778 - -


Rebecca Lim Performance share rights 58,576 - - 1,122,609 - 252,066

Shares under Restricted Share Plan 7,619 8,433 - 245,311 - -


David Lindberg Performance share rights 76,316 - - 1,462,596 - 405,142

Shares under Restricted Share Plan 14,824 11,849 - 477,292 - -


David McLean Performance share rights 67,094 - - 1,285,857 - -

Unhurdled share rights 12,332 14,623 - 356,629 - -

Shares under Restricted Share Plan - 1,327 - - - -


Christine Parker Performance share rights 62,760 - - 1,202,795 - 630,225

Shares under Restricted Share Plan 13,970 15,350 - 449,796 - -


Gary Thursby Performance share rights 58,576 - - 1,122,609 - 351,085

Shares under Restricted Share Plan 11,176 11,609 - 359,837 - -


Former Group Executive

Philip Coffey Performance share rights 107,112 - - 2,052,801 - 1,503,554

Shares under Restricted Share Plan 18,550 23,273 - 597,259 - -


No performance options were granted in 2017. Deferred STI in the form of restricted shares or unhurdled share rights (David McLean) are awarded in

1

December. David McLean’s unhurdled deferred STI share rights allocated in December 2016 were allocated at a fair value of $30.28 (rights vesting

on 1 October 2017) and $28.47 (rights vesting on 1 October 2018).

No hurdled share rights granted in 2013 vested in October 2016 as assessed against the TSR and EPS performance hurdles.

2

Vested options and share rights that were awarded prior to October 2009 can be exercised up to a maximum of 10 years from their commencement

3

date. Vested rights awarded between October 2009 and July 2015 are automatically exercised at vesting. Vested rights granted after July 2015 may

be exercised at will up to a maximum of 15 years from their commencement date. For each share right and each performance option exercised during

the year, the relevant executive received one fully paid Westpac ordinary share. The exercise price for share rights is nil.

Directors’ report
2017 Westpac Group Annual Report 63

For performance share rights, the value granted represents the number of securities granted multiplied by the fair value per instrument as set out in

4

the table in the sub-section titled ‘Fair value of LTI grants made during the year’ below. For restricted shares, the value granted represents the

number of ordinary shares granted multiplied by the five day VWAP of a Westpac ordinary share on the date the shares were granted. These values,

which represent the full value of the equity-based awards made to disclosed CEO and Group Executives in 2017, do not reconcile with the amount

shown in the table in Section 7.2 of this Report, which shows the amount amortised in the current year of equity awards over their vesting period. The

minimum total value of the grants for future financial years is nil and an estimate of the maximum possible total value in future financial years is the

fair value, as shown above.

The value of each option or share right exercised or lapsed is calculated based on the five day volume weighted average price of Westpac ordinary

5

shares on the ASX on the date of exercise (or lapse), less the relevant exercise price (if any). Where the exercise price is greater than the five day

VWAP of Westpac ordinary shares, the value has been calculated as nil.

Apart from equity instruments referred to in this section, no other equity instruments granted in prior years vested and none were forfeited during the

6

financial year.


Fair value of LTI grants made during the year

The table below provides a summary of the fair value of LTI awards granted to the CEO and Group Executives during 2017

calculated in accordance with AASB 2 (Share-based Payment) and is used for accounting purposes only. The LTI grants will

vest on satisfaction of performance and/or service conditions tested in future financial years.


Fair


Performance


Commencement Value

2

per

Equity Instrument Granted to Hurdle Grant Date Date

1

Test Date Expiry Instrument


CEO Long-Term

Brian Hartzer

TSR Index 9 December 2016 1 October 2016 1 October 2020 1 October 2031 $14.09

Incentive Plan ROE 9 December 2016 1 October 2016 1 October 2019 1 October 2031 $25.87


Westpac Long-Term

All Group

Executives

TSR Index 1 December 2016 1 October 2016 1 October 2020 1 October 2031 $13.33

Incentive Plan ROE 1 December 2016 1 October 2016 1 October 2019 1 October 2031 $25.00

The commencement date is the start of the performance period.

1

The fair values of share rights granted during the year included in the table above have been independently calculated at their respective grant dates

2

based on the requirements of AASB 2 (Share-based Payment). The fair value of rights with ROE hurdles has been assessed with reference to the

share price at grant date and a discount rate reflecting the expected dividend yield over their vesting periods which for the rights valued at $25.00 is

four years to the 1 October 2019 vesting date. For the purpose of allocating rights with ROE hurdles, the valuation also takes into account the

average ROE outcome using a Monte Carlo simulation model. The fair value of rights with hurdles based on TSR performance relative to a group of

comparator companies also takes into account the average TSR outcome determined using a Monte Carlo simulation pricing model.


Movement in equity-settled instruments during this year 7.4.

Equity holdings

The following table sets out details of relevant interests in Westpac ordinary shares held by Non-executive Directors (including

their related parties) during the year ended 30 September 2017

1

:

Name


Number Held at

Start of the Year

Other Changes

During the Year

Number Held at

End of the Year


Current Non-executive Directors



Lindsay Maxsted


19,550 1,217 20,767

Nerida Caesar

2


n/a - -

Ewen Crouch

3


40,245 19 40,264

Alison Deans


9,392 - 9,392

Craig Dunn


8,869 - 8,869

Robert Elstone


11,384 712 12,096

Peter Hawkins

4


15,880 - 15,880

Peter Marriott


20,870 - 20,870




Former Non-executive Director



Elizabeth Bryan

2


27,967 - n/a

None of these share interests include non-beneficially held shares.

1

The information relates to the period these individuals were Non-executive Directors. Refer Section 1 for details.

2

In addition to holdings of ordinary shares, Ewen Crouch and his related parties held interests in 250 Westpac Capital Notes 2 at year end.

3

In addition to holdings of ordinary shares, Peter Hawkins and his related parties held interests in 1,370 Convertible Preference Shares, 850 Westpac

4

Capital Notes 3 and 882 Westpac Capital Notes 4 at year end.


1


64 2017 Westpac Group Annual Report

Details of Westpac equity holdings of Executive Key Management Personnel 7.5.

The following table sets out details of Westpac equity held by the CEO and Group Executives (including their related parties)

for the year ended 30 September 2017

1

:

Name

Type of Equity-based

Instrument

Number

Held at

Start of

the Year

Number

Granted

During the

Year as

Remuneration

Received on

Exercise

and/or

Exercised

During the

Year

Number

Lapsed

During

the Year

Other

Changes

During

the Year

Number

Held at

End of the

Year

Number

Vested and

Exercisable

at End of

the Year


Managing Director & Chief Executive Officer


Brian Hartzer Ordinary shares 53,722 40,444 - - (16,739) 77,427 -

CEO Performance

share rights

323,615 211,548 - - - 535,163 -

Performance share rights 215,375 - - (85,828) - 129,547 -


Current Group Executives


Lyn Cobley Ordinary shares 56,360 15,290 - - - 71,650 -

Performance share rights 90,914 88,368 - - - 179,282 -


Brad Cooper Ordinary shares 83,973 22,819 - - - 106,792 -

Performance share rights 272,648 87,866 - (44,394) - 316,120 -


Dave Curran Ordinary shares 17,350 14,514 - - - 31,864 -

Performance share rights 135,898 74,978 - - - 210,876 -


George Frazis Ordinary shares 136,267 25,302 - - (90,000) 71,569 -

Performance share rights 207,708 83,682 - (32,555) - 258,835 -


Alexandra Holcomb


Ordinary shares 27,188 15,290 38,847 - (58,115) 23,210 -

Performance options 38,847 - (38,847) - - - -

Performance share rights 178,733 78,994 - (14,797) - 242,930 -


Peter King


Ordinary shares 61,323 16,920 - - - 78,243 -

Performance share rights 192,804 85,690 - (8,878) - 269,616 -


Rebecca Lim Ordinary shares 27,084 7,619 - - (8,433) 26,270 -

Performance share rights 51,228 58,576 - (8,286) - 101,518 -


David Lindberg Ordinary shares 41,202 14,824 - - (8,000) 48,026 -

Performance share rights 133,486 76,316 - (13,318) - 196,484 -


David McLean Ordinary shares 9,613 - - - - 9,613 -

Performance share rights 102,608 67,094 - - - 169,702 2,148

Unhurdled share rights 30,504 12,332 - - - 42,836 19,770


Christine Parker Ordinary shares 23,408 13,970 - - (15,350) 22,028 -

Performance share rights 177,182 62,760 - (20,717) - 219,225 -


Gary Thursby Ordinary shares 65,853 11,176 - - - 77,029 -

Performance share rights 65,601 58,576 - (11,541) - 112,636 -


Former Group Executive


Philip Coffey

2

Ordinary shares 350,253 18,550 - - (100,076) n/a -

Performance share rights 314,438 107,112 - (50,313) - n/a -


The highest number of shares held by an individual in the table is 0.0031% of total Westpac ordinary shares outstanding as at 30 September 2017.

1

The information relates to the period the individual was a Key Management Personnel. Refer Section 1 for details.

2

Directors’ report
2017 Westpac Group Annual Report 65

Loans to Non-executive Directors and Executive Key Management Personnel disclosures 7.6.

All financial instrument transactions that occurred during the financial year between Directors or Executive KMP and the Group

are in the ordinary course of business on terms and conditions (including interest and collateral) as apply to other employees

and certain customers. These transactions consisted principally of normal personal banking and financial investment services.

Details of loans to Non-executive Directors and Executive KMP (including their related parties) of the Group:


Balance at Start of

the Year

1,2


$

Interest Paid

and Payable

for the Year

$

Interest Not

Charged During

the Year

$

Balance at

End of the

Year

$

Number in

Group at End of

the Year


Non-executive Directors 3,932,987 163,646 - 3,199,593 2

Executive KMP 14,912,791 575,820 - 12,090,727 7

18,845,778 739,466 - 15,290,320 9

Some opening balances have been restated to include additional individual loans.

1

Opening balances are reflective of changes to Key Management Personnel effective from 1 October 2016.

2


Individuals (including their related parties) with loans above $100,000 during the 2017 financial year:


Balance at Start of

the Year

1,2


$

Interest Paid

and Payable

for the Year

$

Interest Not

Charged During

the Year

$

Balance at

End of the

Year

$

Highest

Indebtedness

during the Year

$

Directors

Lindsay Maxsted 2,598,160 111,846 - 2,061,911 2,971,831

Ewen Crouch 1,334,827 51,800 - 1,137,682 1,516,138


Executive KMP


Brian Hartzer 106,748 6,544 - 83,617 191,366

Philip Coffey

3

2,394,000 78,148 - n/a 2,399,831

Brad Cooper 867,571 73,943 - 2,037,998 2,058,343

Alexandra Holcomb 3,665,374 183,799 - 4,114,727 4,122,365

Rebecca Lim 2,856,283 18,096 - 711,642 2,863,432

David McLean 475,551 24,414 - 534,828 597,442

Christine Parker 2,619,094 111,610 - 2,647,386 2,776,565

Gary Thursby 1,928,170 79,266 - 1,960,529 2,088,080


Some opening balances have been restated to include additional individual loans.

1

Opening balances are reflective of changes to Key Management Personnel effective from 1 October 2016.

2

The information relates to the period the individual was a Key Management Personnel. Refer Section 1 of this Report for details.

3




1


66 2017 Westpac Group Annual Report

11. Auditor

a) Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act is below:






Auditor’s Independence Declaration

As lead auditor for the audit of Westpac Banking Corporation for the year ended 30 September 2017, I declare

that, 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; and

b. no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Westpac Banking Corporation and the entities it controlled during the period.



Lona Mathis

Partner

PricewaterhouseCoopers

Sydney

6 November 2017





PricewaterhouseCoopers, ABN 52 780 433 757

One International Towers Sydney, Watermans Quay, BARANGAROO NSW 2000

T +61 2 8266 0000, F +61 2 8266 9999, www.pwc.com.au


Liability limited by a scheme approved under Professional Standards Legislation

Directors’ report
2017 Westpac Group Annual Report 67

Non-audit services b)

We may decide to engage PwC on assignments additional to their statutory audit duties where their expertise or experience

with Westpac or a controlled entity is important.

Details of the non-audit service amounts paid or payable to PwC for non-audit services provided during the 2016 and 2017

financial years are set out in Note 39 to the financial statements.

PwC also provides audit and non-audit services to non-consolidated entities, non-consolidated trusts of which a

Westpac Group entity is trustee, manager or responsible entity and non-consolidated superannuation funds or pension funds.

The fees in respect of these services were approximately $6 million in total (2016 $8.1 million). PwC may also provide audit and

non-audit services to other entities in which Westpac holds a minority interest and which are not consolidated. Westpac is not

aware of the amount of any fees paid to PwC by those entities.

Westpac has a policy on engaging PwC, details of which are set out in Westpac’s Corporate Governance Statement and in the

subsection entitled ‘Engagement of the external auditor’, which forms part of this Directors’ report.

The Board has considered the position and, in accordance with the advice received from the Board Audit Committee, is

satisfied that the provision of the non-audit services during 2017 by PwC is compatible with the general standard of

independence for auditors imposed by the Corporations Act. The Directors are satisfied that the provision of non-audit services

by PwC, as set out above, did not compromise the auditor independence requirements of the Corporations Act for the

following reasons:

 all non-audit services have been reviewed by the Board Audit Committee, which is of the view that they do not impact the

impartiality and objectivity of the auditor; and

 based on Board quarterly independence declarations made by PwC to the Board Audit Committee, none of the services

undermine the general principles relating to auditor independence including reviewing or auditing PwC’s own work, acting

in a management or a decision-making capacity for the company, acting as advocate for the company or jointly sharing

economic risk and rewards.

12. Responsibility statement

The Directors of Westpac Banking Corporation confirm that to the best of their knowledge:

 the consolidated financial statements for the financial year ended 30 September 2017, which have been prepared in

accordance with the accounting policies described in Note 1 to the consolidated financial statements, being in accordance

with Australian Accounting Standards (AAS), give a true and fair view of the assets, liabilities, financial position and profit

of the Group; and

 the Annual Report from the section entitled ‘Information on Westpac’ to and including the section entitled ‘Other Westpac

business information’ includes a fair review of the information required by the Disclosure Guidance and Transparency

Rules 4.1.8R to 4.1.11R of the United Kingdom Financial Conduct Authority, together with a description of the principal

risks and uncertainties faced by the Group.



Signed in accordance with a resolution of the Board.





Lindsay Maxsted

Chairman

6 November 2017

Brian Hartzer

Managing Director & Chief Executive Officer

6 November 2017



1


68 2017 Westpac Group Annual Report

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Five year summary

Reading this report

Review of Group operations

Divisional performance

Risk and risk management

Westpac’s approach to sustainability

Other Westpac business information



2

Five year summary
1


70 2017 Westpac Group Annual Report


(in $m unless otherwise indicated) 2017 2016 2015 2014 2013

Income statements for the years ended 30 September

2



Net interest income 15,516 15,148 14,267 13,542 12,821


Non-interest income 6,286 5,837 7,375 6,395 5,774


Net operating income before operating expenses


and impairment charges 21,802 20,985 21,642 19,937 18,595


Operating expenses (9,434) (9,217) (9,473) (8,547) (7,976)


Impairment charges (853) (1,124) (753) (650) (847)


Profit before income tax 11,515 10,644 11,416 10,740 9,772


Income tax expense (3,518) (3,184) (3,348) (3,115) (2,947)


Profit attributable to non-controlling interests (7) (15) (56) (64) (74)


Net profit attributable to owners of Westpac


Banking Corporation 7,990 7,445 8,012 7,561 6,751


Balance sheet as at 30 September

2



Loans 684,919 661,926 623,316 580,343 536,164


Other assets 166,956 177,276 188,840 190,499 164,933


Total assets 851,875 839,202 812,156 770,842 701,097


Deposits and other borrowings 533,591 513,071 475,328 460,822 424,482


Debt issues 168,356 169,902 171,054 152,251 144,133


Loan capital 17,666 15,805 13,840 10,858 9,330


Other liabilities 70,920 82,243 98,019 97,574 75,615


Total liabilities 790,533 781,021 758,241 721,505 653,560


Total shareholders' equity and non-controlling interests 61,342 58,181 53,915 49,337 47,537


Key financial ratios


Shareholder value


Dividends per ordinary share (cents) 188 188 187 182 174


Special dividends per ordinary share (cents) - - - - 20


Dividend payout ratio (%)

3

79.28 84.19 73.39 74.68 79.71


Return on average ordinary equity (%) 13.65 13.32 16.23 16.27 15.22


Basic earnings per share (cents) 238.0 224.6 255.0 242.5 217.2


Net tangible assets per ordinary share ($)

4

14.66 13.90 13.02 11.51 11.02


Share price ($):


High 35.39 33.74 40.07 35.99 34.79


Low 28.92 27.57 29.10 30.00 24.23


Close 31.92 29.51 29.70 32.14 32.73


Business performance


Operating expenses to operating income ratio (%) 43.27 43.92 43.77 42.87 42.89


Net interest margin (%) 2.06 2.10 2.09 2.09 2.14


Capital adequacy


Total equity to total assets (%) 7.2 6.9 6.6 6.4 6.8


Total equity to total average assets (%) 7.1 6.9 6.8 6.7 6.9


APRA Basel III:


Common equity Tier 1 (%) 10.56 9.48 9.50 8.97 9.10


Tier 1 ratio (%) 12.66 11.17 11.38 10.56 10.65


Total capital ratio (%) 14.82 13.11 13.26 12.28 12.25


Credit quality


Net impaired assets to equity and collectively assessed provisions (%) 1.29 1.79 1.80 2.49 4.08


Total provisions for impairment on loans and credit commitments to total


loans (basis points) 45 54 53 60 73


Other information


Full time equivalent employees (number at financial year end)

5

35,096 35,580 35,484 36,596 35,894


1

Where accounting classifications have changed or where changes in accounting policy are adopted retrospectively, comparatives have been

revised and may differ from results previously reported.

2

The above income statement extracts for 2017, 2016 and 2015 and balance sheet extracts for 2017 and 2016 are derived from the consolidated

financial statements included in this Annual Report. The above income statement extracts for 2014 and 2013 and balance sheet extracts for

2015, 2014 and 2013 are derived from financial statements previously published.

3

Excludes special dividends and adjusted for Treasury shares.

4

Total equity attributable to owners of Westpac Banking Corporation, after deducting intangible assets divided by the number of ordinary shares

outstanding, less Treasury shares held.

5

Full-time equivalent employees includes full-time, pro-rata part-time, overtime, temporary and contract staff.

Reading this report
2017 Westpac Group Annual Report 71

Disclosure regarding forward-looking statements

This Annual Report contains statements that constitute ‘forward-looking statements’ within the meaning of Section 21E of the

US Securities Exchange Act of 1934.

Forward-looking statements are statements about matters that are not historical facts. Forward-looking statements appear in a

number of places in this Annual Report and include statements regarding Westpac’s intent, belief or current expectations with

respect to its business and operations, market conditions, results of operations and financial condition, including, without

limitation, future loan loss provisions and financial support to certain borrowers. Words such as ‘will’, ‘may’, ‘expect’, ‘intend’,

‘seek’, ‘would’, ‘should’, ‘could’, ‘continue’, ‘plan’, ‘estimate’, ‘anticipate’, ‘believe’, ‘probability’, ‘risk’, ‘aim’ or other similar words

are used to identify forward-looking statements. These forward-looking statements reflect Westpac’s current views with respect

to future events and are subject to change, certain risks, uncertainties and assumptions which are, in many instances, beyond

Westpac’s control, and have been made based upon management’s expectations and beliefs concerning future developments

and their potential effect upon Westpac. There can be no assurance that future developments will be in accordance with

Westpac’s expectations or that the effect of future developments on Westpac will be those anticipated. Actual results could

differ materially from those expected, depending on the outcome of various factors, including, but not limited to:

 the effect of, and changes in, laws, regulations, taxation or accounting standards or practices and government policy,

particularly changes to liquidity, leverage and capital requirements;


 regulatory investigations, litigation, fines, penalties, restrictions or other regulator imposed conditions, including as a result

of our failure to comply with laws (such as financial crime laws), regulations or regulatory policy;


 internal and external events which may adversely impact Westpac’s reputation;


 information security breaches, including cyberattacks;


 reliability and security of Westpac’s technology and risks associated with changes to technology systems;


 the stability of Australian and international financial systems and disruptions to financial markets and any losses or

business impacts Westpac or its customers or counterparties may experience as a result;


 market volatility, including uncertain conditions in funding, equity and asset markets;


 adverse asset, credit or capital market conditions;


 the conduct, behaviour or practices of Westpac or its staff;


 changes to Westpac’s credit ratings or to the methodology used by credit rating agencies;


 levels of inflation, interest rates, exchange rates and market and monetary fluctuations;


 market liquidity and investor confidence;


 changes in economic conditions, consumer spending, saving and borrowing habits in Australia, New Zealand and in other

countries in which Westpac or its customers or counterparties conduct their operations and Westpac’s ability to maintain or

to increase market share, margins and fees, and control expenses;


 the effects of competition in the geographic and business areas in which Westpac conducts its operations;


 the timely development and acceptance of new products and services and the perceived overall value of these products

and services by customers;


 the effectiveness of Westpac’s risk management policies, including internal processes, systems and employees;


 the incidence or severity of Westpac insured events;


 the occurrence of environmental change (including as a result of climate change) or external events in countries in which

Westpac or its customers or counterparties conduct their operations;


 changes to the value of Westpac’s intangible assets;


 changes in political, social or economic conditions in any of the major markets in which Westpac or its customers or

counterparties operate;


 the success of strategic decisions involving diversification or innovation, in addition to business expansion and integration

of new businesses; and


 various other factors beyond Westpac’s control.


The above list is not exhaustive. For certain other factors that may impact on forward-looking statements made by Westpac,

refer to ‘Risk factors’ under the section ‘Risk and risk management’. When relying on forward-looking statements to make

decisions with respect to Westpac, investors and others should carefully consider the foregoing factors and other uncertainties

and events.

Westpac is under no obligation to update any forward-looking statements contained in this Annual Report, whether as a result

of new information, future events or otherwise, after the date of this Annual Report.

2


72 2017 Westpac Group Annual Report

Significant developments

For a discussion of significant developments impacting the Group, refer to ‘Significant developments’ under ‘Information on

Westpac’ in Section 1.


Currency of presentation, exchange rates and certain definitions

In this Annual Report, ‘financial statements’ means our audited consolidated balance sheets as at 30 September 2017 and

30 September 2016 and income statements, statements of comprehensive income, changes in equity and cash flows for each

of the years ended 30 September 2017, 2016 and 2015 together with accompanying notes which are included in this Annual

Report.


Our financial year ends on 30 September. As used throughout this Annual Report, the financial year ended 30 September 2017

is referred to as 2017 and other financial years are referred to in a corresponding manner.


We publish our consolidated financial statements in Australian dollars. In this Annual Report, unless otherwise stated or the

context otherwise requires, references to ‘dollars’, ‘dollar amounts’, ‘$’, ‘AUD’ or ‘A$’ are to Australian dollars, references to

‘US$’, ‘USD’ or ‘US dollars’ are to United States dollars and references to ‘NZ$’, ‘NZD’ or ‘NZ dollars’ are to New Zealand

dollars. Solely for the convenience of the reader, certain Australian dollar amounts have been translated into US dollars at a

specified rate. These translations should not be construed as representations that the Australian dollar amounts actually

represent such US dollar amounts or have been or could be converted into US dollars at the rate indicated. Unless otherwise

stated, the translations of Australian dollars into US dollars have been made at the rate of A$1.00 = US$0.7840, the noon

buying rate in New York City for cable transfers in Australian dollars as certified for customs purposes by the Federal Reserve

Bank of New York (the ‘noon buying rate’) as of Friday, 29 September 2017. The Australian dollar equivalent of New Zealand

dollars at 29 September 2017 was A$1.00 = NZ$1.0867, being the closing spot exchange rate on that date. Refer to ‘Exchange

rates’ in Section 4 for information regarding the rates of exchange between the Australian dollar and the US dollar for the

financial years ended 30 September 2013 to 30 September 2017.


Any discrepancies between totals and sums of components in tables contained in this Annual Report are due to rounding.

Review of Group operations
2017 Westpac Group Annual Report 73

Selected consolidated financial and operating data

We have derived the following selected financial information as of, and for the financial years ended, 30 September 2017,

2016, 2015, 2014 and 2013 from our audited consolidated financial statements and related notes.

This information should be read together with our audited consolidated financial statements and the accompanying notes

included elsewhere in this Annual Report.

Accounting standards

The financial statements and other financial information included elsewhere in this Annual Report, unless otherwise indicated,

have been prepared and presented in accordance with Australian Accounting Standards (AAS). Compliance with AAS ensures

that the financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International

Accounting Standards Board (IASB).

The financial statements have been prepared in accordance with the accounting policies described in the Notes to the financial

statements.

Recent accounting developments

For a discussion of recent accounting developments refer to Note 1 to the financial statements.

Critical accounting estimates

Our reported results are sensitive to the accounting policies, assumptions and estimates that underlie the preparation of the

income statement and the balance sheet. Note 1(b) includes details of the areas of our critical accounting assumptions and

estimates and a reference to the relevant note in the financial statements providing further information. Each of the

assumptions and estimates have been discussed at our Board Audit Committee (BAC). The following is a summary of the

areas involving our most critical accounting estimates.

Fair value of financial instruments

Financial instruments classified as held-for-trading (including derivatives) or designated at fair value through income statement

and financial assets classified as available-for-sale are recognised in the financial statements at fair value. All derivatives are

measured and recognised at fair value. As far as possible, financial instruments are valued with reference to quoted,

observable market prices or by using models which employ observable valuation parameters. Where valuation models rely on

parameters for which inputs are not observable, judgements and estimation may be required.

As at 30 September 2017, the fair value of trading securities and financial assets designated at fair value through profit or loss,

available-for-sale securities, loans designated at fair value, life insurance assets and regulatory deposits with central banks

overseas was $101,923 million (2016: $102,595 million). The value of other financial liabilities at fair value through income

statement, deposits and other borrowings at fair value, debt issues at fair value and life insurance liabilities was $64,317 million

(2016: $67,643 million). The fair value of outstanding derivatives was a net liability of $1,342 million (2016: $3,849 million net

liability). The fair value of financial assets and financial liabilities determined by valuation models that use unobservable market

prices was $1,399 million (2016: $1,587 million) and $9 million (2016: $17 million), respectively. The fair value of financial

assets and financial liabilities, including derivatives, is largely determined based on valuation models using observable market

prices and rates. Where observable market inputs are not available, day one profits or losses are not recognised.

We believe that the judgements and estimates used are reasonable in the current market. However, a change in these

judgements and estimates would lead to different results as future market conditions can vary from those expected.

Provisions for impairment charges on loans

Provisions for credit impairment represent management’s best estimate of the impairment charges incurred in the loan

portfolios as at the balance date. There are two components of our loan impairment provisions: Individually Assessed

Provisions (IAPs) and Collectively Assessed Provisions (CAPs).

IAPs are raised where loans exceeding specified thresholds are assessed as impaired. In determining IAPs, considerations that

have a bearing on the amount and timing of expected future cash flows are taken into account. For example, the business

prospects of the customer, the realisable value of collateral, our position relative to other claimants, the reliability of customer

information and the likely cost and duration of the work-out process. These judgements and estimates can change with time as

new information becomes available or as work-out strategies evolve, resulting in revisions to the impairment provision as

individual decisions are made.

CAPs are raised for impaired loans below specified thresholds and for all loans which are not individually identified as impaired.

The CAPs are established on a portfolio basis taking into account the level of arrears, collateral and security, past loss

experience, current economic conditions, expected default and timing of recovery based on portfolio trends. The most

significant factors in establishing these provisions are estimated loss rates and related emergence periods. The future credit

quality of these portfolios is subject to uncertainties that could cause actual credit losses to differ from reported loan impairment

provisions. These uncertainties include the economic environment, notably interest rates, unemployment levels, payment

behaviour and bankruptcy rates.

As at 30 September 2017, gross loans to customers were $687,785 million (2016: $665,256 million) and the provision for

impairment on loans was $2,866 million (2016: $3,330 million).

2


74 2017 Westpac Group Annual Report

Goodwill

Goodwill represents the excess of purchase consideration, the amount of any non-controlling interest in the acquiree and the

acquisition date fair value of any previous equity interest in the acquiree, over the fair value of the identified net assets of

acquired businesses. The determination of the fair value of the assets and liabilities of acquired businesses requires the

exercise of management judgement. Different fair values would result in changes to the goodwill and to the post-acquisition

performance of the acquisitions.

Goodwill is tested for impairment annually by determining if the carrying value of the cash-generating unit (CGU) that it has

been allocated to is recoverable. The recoverable amount is the higher of the CGU’s fair value less costs to sell and its value-

in-use. Determination of appropriate cash flows and discount rates for the calculation of the value in use is subjective. As at

30 September 2017, the carrying value of goodwill was $9,012 million (2016: $9,030 million).

Superannuation obligations

The actuarial valuation of our defined benefit plan obligations are dependent upon a series of assumptions, the key ones being

price inflation, salary growth, mortality, morbidity, discount rate and investment returns. Different assumptions could

significantly alter the amount of the difference between plan assets and defined benefit obligations and the amount recognised

directly in retained profits.

The aggregate superannuation deficits across all our plans as at 30 September 2017 were $43 million (2016: $282 million).

One plan had a superannuation surplus as at 30 September 2017 of $48 million (2016: $32 million).

Provisions (other than loan impairment charges)

Provisions are held in respect of a range of obligations such as employee entitlements, restructuring costs, litigation provisions,

non-lending losses, impairment charges on credit commitments and surplus lease space. Some of the provisions involve

significant judgement about the likely outcome of various events and estimated future cash flows. Refer Note 29.

Income taxes

The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. All our businesses

predominantly operate in jurisdictions with similar tax rates to the Australian corporate tax rate. Significant judgement is

required in determining the worldwide provision for income taxes. There are many transactions and calculations undertaken

during the ordinary course of business for which the ultimate tax determination is uncertain. For these circumstances, we hold

appropriate provisions. Where the final outcome of these matters is different from the amounts that were initially recorded, such

differences will impact the current and deferred tax provisions in the period where such determination is made.

Life insurance contract liabilities

The actuarial valuation of life insurance contract liabilities and associated deferred policy acquisition costs are dependent upon

a number of assumptions. The key factors impacting the valuation of these liabilities and related assets are the cost of

providing benefits and administering the contracts, mortality and morbidity experience, discontinuance experience and the rate

at which projected future cash flows are discounted.

Review of Group operations
2017 Westpac Group Annual Report 75

Income statement review

Consolidated income statement

1



For the years ending 30 September 2017 2017 2016 2015 2014 2013

(in $m unless otherwise indicated) US$

2

A$ A$ A$ A$ A$

Interest income 24,486 31,232 31,822 32,295 32,248 33,009

Interest expense (12,321) (15,716) (16,674) (18,028) (18,706) (20,188)

Net interest income 12,165 15,516 15,148 14,267 13,542 12,821

Non-interest income 4,928 6,286 5,837 7,375 6,395 5,774

Net operating income before operating expenses

and impairment charges 17,093 21,802 20,985 21,642 19,937 18,595

Operating expenses (7,396) (9,434) (9,217) (9,473) (8,547) (7,976)

Impairment charges (669) (853) (1,124) (753) (650) (847)

Profit before income tax 9,028 11,515 10,644 11,416 10,740 9,772

Income tax expense (2,758) (3,518) (3,184) (3,348) (3,115) (2,947)

Net profit for the year 6,270 7,997 7,460 8,068 7,625 6,825

Profit attributable to non-controlling interests (6) (7) (15) (56) (64) (74)

Net profit attributable to owners of Westpac

Banking Corporation 6,264 7,990 7,445 8,012 7,561 6,751

Weighted average number of ordinary shares (millions) 3,355 3,355 3,313 3,140 3,114 3,103

Basic earnings per ordinary share (cents) 186.6 238.0 224.6 255.0 242.5 217.2

Diluted earnings per share (cents)

3

179.8 229.3 217.8 248.2 237.6 212.5

Dividends per ordinary share (cents) 147 188 188 187 182 174

Special dividends per ordinary share (cents) - - - - - 20

Dividend payout ratio (%)

4

79.28 79.28 84.19 73.39 74.68 79.71

1

Where accounting classifications have changed or where changes in accounting policy are adopted retrospectively, comparatives have been

revised and may differ from results previously reported.

2

Australian dollar amounts have been translated into US dollars solely for the convenience of the reader at the rate of A$1.00 = US$0.7840, the

noon buying rate in New York City on 29 September 2017.

3

Based on basic earnings per share, with the weighted average number of fully paid ordinary shares outstanding adjusted for the conversion of

dilutive potential ordinary shares, issued for no consideration, and after adjusting earnings for distributions on dilutive potential ordinary shares.

4

Excludes special dividends and adjusted for Treasury shares.


Overview of performance – 2017 v 2016

Net profit attributable to owners of Westpac Banking Corporation for 2017 was $7,990 million, an increase of $545 million or 7%

compared to 2016. Features of this result included a $817 million or 4% increase in net operating income before operating

expenses and impairment charges, a $217 million or 2% increase in operating expenses and a $271 million or 24% decrease in

impairment charges.


Net interest income increased $368 million or 2% compared to 2016, with total loan growth of 3%, primarily from Australian

housing which grew 6%. Reported net interest margin decreased 4 basis points to 2.06% from higher funding costs, the impact

of lower interest rates, and lower treasury earnings, partly offset by loan repricing.


Non-interest income increased $449 million or 8% compared to 2016 primarily due to a $279 million gain associated with sale

of shares in BT Investment Management Limited (BTIM), a rise in trading income of $78 million and the impact of volatility in

economic hedges of $140 million. These increases were partly offset by provisions for customer refunds, and lower wealth

management and insurance income.


Operating expenses increased $217 million or 2% compared to 2016. The rise in operating expenses includes annual salary

and rental increases, higher technology expenses related to the Group’s investment program, a rise in regulatory and

compliance costs and expenses associated with the sale of shares in BTIM. These increases were partially offset by

productivity benefits.


Impairment charges were $271 million lower or 24% compared to 2016. Asset quality remained sound, with stressed exposures

as a percentage of total committed exposures (TCE) at 1.05%, down 15 basis points over the year. The decrease in impairment

charges was primarily due to significantly lower large individual provisions. Additional provisioning for these larger facilities was

required in 2016, following the downgrade to impaired.


The effective tax rate of 30.6% in 2017 was higher than the 2016 effective tax rate of 29.9% as 2016 benefited from the

finalisation of some prior period taxation matters.


2017 basic earnings per share were 238.0 cents per share compared to 224.6 cents per share in 2016.



74 2017 Westpac Group Annual Report

Goodwill

Goodwill represents the excess of purchase consideration, the amount of any non-controlling interest in the acquiree and the

acquisition date fair value of any previous equity interest in the acquiree, over the fair value of the identified net assets of

acquired businesses. The determination of the fair value of the assets and liabilities of acquired businesses requires the

exercise of management judgement. Different fair values would result in changes to the goodwill and to the post-acquisition

performance of the acquisitions.

Goodwill is tested for impairment annually by determining if the carrying value of the cash-generating unit (CGU) that it has

been allocated to is recoverable. The recoverable amount is the higher of the CGU’s fair value less costs to sell and its value-

in-use. Determination of appropriate cash flows and discount rates for the calculation of the value in use is subjective. As at

30 September 2017, the carrying value of goodwill was $9,012 million (2016: $9,030 million).

Superannuation obligations

The actuarial valuation of our defined benefit plan obligations are dependent upon a series of assumptions, the key ones being

price inflation, salary growth, mortality, morbidity, discount rate and investment returns. Different assumptions could

significantly alter the amount of the difference between plan assets and defined benefit obligations and the amount recognised

directly in retained profits.

The aggregate superannuation deficits across all our plans as at 30 September 2017 were $43 million (2016: $282 million).

One plan had a superannuation surplus as at 30 September 2017 of $48 million (2016: $32 million).

Provisions (other than loan impairment charges)

Provisions are held in respect of a range of obligations such as employee entitlements, restructuring costs, litigation provisions,

non-lending losses, impairment charges on credit commitments and surplus lease space. Some of the provisions involve

significant judgement about the likely outcome of various events and estimated future cash flows. Refer Note 29.

Income taxes

The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. All our businesses

predominantly operate in jurisdictions with similar tax rates to the Australian corporate tax rate. Significant judgement is

required in determining the worldwide provision for income taxes. There are many transactions and calculations undertaken

during the ordinary course of business for which the ultimate tax determination is uncertain. For these circumstances, we hold

appropriate provisions. Where the final outcome of these matters is different from the amounts that were initially recorded, such

differences will impact the current and deferred tax provisions in the period where such determination is made.

Life insurance contract liabilities

The actuarial valuation of life insurance contract liabilities and associated deferred policy acquisition costs are dependent upon

a number of assumptions. The key factors impacting the valuation of these liabilities and related assets are the cost of

providing benefits and administering the contracts, mortality and morbidity experience, discontinuance experience and the rate

at which projected future cash flows are discounted.


2


76 2017 Westpac Group Annual Report

The Board has determined a final dividend of 94 cents per ordinary share. The full year ordinary dividends of 188 cents is

unchanged over ordinary dividends declared in 2016 and a pay-out ratio of 79.3%. The full year ordinary dividend is fully

franked.


The Board considered the impact of the Bank Levy on shareholders (which equated to 2 cents per share in 2017), and decided

to leave the dividend unchanged.


Income statement review – 2017 v 2016

Net interest income – 2017 v 2016


$m 2017 2016 2015

Interest income 31,232 31,822 32,295

Interest expense (15,716) (16,674) (18,028)

Net interest income 15,516 15,148 14,267

Increase/(decrease) in net interest income

Due to change in volume 855 1,313 878

Due to change in rate (487) (432) (153)

Change in net interest income 368 881 725


Net interest income increased $368 million or 2% compared to 2016. Key features include:


 4% increase in average interest-earning assets, primarily from growth in Australian housing. Third party liquid assets

increased $11 billion or 13% in response to a $10 billion lower Committed Liquidity Facility (CLF), which reduced from $59

billion to $49 billion on 1 January 2017;


 Group net interest margin decreased 4 basis points. Higher funding costs primarily from term deposit competition, the

impact of lower interest rates and lower Treasury earnings were, partly offset by loan repricing and economic hedge

volatility.


Total loans increased $23.0 billion or 3% compared to 2016. Excluding foreign currency translation impacts, total loans

increased $26.0 billion or 4%.


Key features of total loan growth were:


 Australian housing loans increased $23.0 billion or 6%. During the year, the Group further tightened origination standards,

reduced new lending discounts and adjusted interest rates on different loan categories. Based on the APRA definition of

investor lending, the Group’s investor property lending grew 6%, below the 10% cap. Fixed rate loans increased from 17%

of the portfolio in 2016 to 21% in 2017;


 Australian business loans increased $0.3 billion, with growth in Business Bank (BB) across SME, professional services and

health, largely offset by lower institutional lending including a decline in the utilisation of mortgage warehouse facilities; and


 New Zealand lending increased NZ$2.1 billion or 3%. Housing loans grew at 4% and business lending increased 1%

primarily from growth in SME and agriculture. Following the Loan to Value Ratio (LVR) restrictions imposed by the RBNZ

on investor property loans (with an LVR of greater than 60%), the proportion of new flows for investor property lending

decreased by 9 percentage points to 22%.


Total customer deposits increased $20.1 billion or 4% compared to 2016. Excluding foreign currency translation impacts,

customer deposits increased $22.3 billion or 5%.


Key features of total customer deposits growth were:


 Australian customer deposits increased $23.8 billion or 6%, with above system

1

growth in household deposits and growth

in institutional deposits. Customers continued to direct funds to mortgage offset accounts, supporting 8% growth in

Australian non-interest bearing deposits. The Group continues to focus on growing higher quality deposits in preparation

for the introduction of the Net Stable Funding Ratio (NSFR) on 1 January 2018;


 New Zealand customer deposits increased NZ$0.9 billion or 2%, with a 14% increase in non-interest bearing deposits from

growth in business and consumer transaction accounts; and


 Other overseas deposits decreased $2.6 billion or 18% due to a decline in Asian deposits.


Certificate of deposits increased $0.5 billion or 1%, with lower balances offshore more than offset by growth in Australia.


1

Source: Australian Prudential Regulation Authority (APRA)

Review of Group operations
2017 Westpac Group Annual Report 77

Interest spread and margin – 2017 v 2016



$m 2017 2016 2015

Group

Net interest income 15,516 15,148 14,267

Average interest earning assets 752,294 721,843 683,814

Average interest earning liabilities 694,924 667,276 640,628

Average net non-interest bearing assets, liabilities and equity 57,370 54,567 43,186

Interest spread

1

1.89% 1.91% 1.91%

Benefit of net non-interest bearing assets, liabilities and equity

2

0.17% 0.19% 0.18%

Net interest margin

3

2.06% 2.10% 2.09%

1

Interest spread is the difference between the average yield on all interest earning assets and the average yield on all interest bearing

liabilities.

2

The benefit of net non-interest bearing assets, liabilities and equity is determined by applying the average yield paid on all interest bearing

liabilities to the average level of net non-interest bearing funds as a percentage of average interest earning assets.

3

Net interest margin is calculated by dividing net interest income by average interest earning assets.


Net interest margin was 2.06% in 2017, down 4 basis points compared to 2016. Key drivers of the margin decrease were:


 9 basis points increase from loan spreads primarily from the full year impact of Australian mortgage and business lending

repricing in 2016 and changes to Australian mortgage rates for interest-only and investor loans during 2017. This was

partly offset by broad based competition and higher short term funding costs;


 5 basis points decrease from customer deposit spreads, driven by increased competition for term deposits in late 2016 and

early 2017 and the impact of lower interest rates on the hedging of transaction deposits;


 2 basis points decrease from higher term wholesale funding costs as the Group lengthened average tenors in preparation

for the implementation of NSFR on 1 January 2018 and an increase in Additional Tier 1 and Tier 2 capital balances and the

higher cost of these instruments;


 1 basis point decrease from the introduction of the Bank Levy;


 Capital and other decreased 2 basis points primarily from the impact of lower interest rates;


 2 basis points decrease from liquidity, due to increased holdings of third party liquid assets; and


 1 basis point decrease from Treasury and Markets, with lower market volatility impacting returns from interest rate risk

management.


Non-interest income – 2017 v 2016


$m 2017 2016 2015

Fees and commissions 2,755 2,755 2,942

Wealth management and insurance income 1,800 1,899 2,228

Trading income 1,202 1,124 964

Other income 529 59 1,241

Non-interest income 6,286 5,837 7,375


Non-interest income was $6,286 million in 2017, an increase of $449 million or 8% compared to 2016. The increase was

impacted by a number of infrequent items ($136 million), including the profit on the further sale of BTIM shares ($279 million),

provisions for customer refunds and payments related to Advice and wealth products

1

($111 million) and a revaluation loss on

the Group’s investments in boutique funds ($32 million). Excluding these items, non-interest income increased $313 million or

5% due to the impact of hedging New Zealand future earnings, higher Westpac Institutional Bank (WIB) markets income,

increase in operating lease rental income and higher business lending fees, partly offset by lower wealth management and

insurance income and a reduction in Australian credit card interchange fees.


Fees and commissions of $2,755 million in 2017 were flat compared to 2016, due to:


 lower Advice income including provisions for customer refunds and payments ($55 million);


 lower Australian credit card income ($39 million) primarily from lower revenue associated with rewards programs and

regulatory impacts on interchange rates from 1 July 2017; partly offset by



1

Some of the items provided for include: payments to superannuation customers with pre-existing conditions who did not have the benefit of our

improved disclosure practices and had their claims denied; payments to customers who did not receive all the benefits to which they were entitled

under their ‘packaged accounts’; and refunds where ongoing advice fees were paid but we were unable to demonstrate that advice service was

provided in the relevant period.

2


78 2017 Westpac Group Annual Report

 increased business lending fees ($50 million) supported by higher line fees from business growth;


 higher New Zealand credit card income ($41 million) primarily from a change to accounting treatment for credit card

rewards scheme to align with Group practice; and


 higher transaction fees ($15 million) from an increase in account numbers, pricing changes, and transaction volumes

across the Group.


Wealth management and insurance income was $1,800 million in 2017, a decrease of $99 million or 5% compared to 2016

with:


 provisions for customer refunds and payments related to wealth products ($56 million);


 insurance income decreased $29 million, primarily from;


- general insurance income reduced $32 million from higher claims, including the impact of Cyclone Debbie, partly offset

by a 2% increase in net earned premiums; and


- life insurance income was little changed (down $3 million) with higher claims partly offset by a 6% increase in net

earned premiums; partly offset by


- higher Lenders mortgage insurance (LMI) income ($6 million) related to arrangements for mortgages with an LVR

>90%;


 lower contribution from investments in boutique funds ($26 million); and


 a decrease in funds under management (FUM) and funds under administration (FUA) income ($13 million), with the benefit

from higher asset markets and positive net flows more than offset by margin compression from the transfer of legacy

products to lower fee ‘MySuper’ products; partly offset by


 increase in WIB wealth management income ($6 million).


Trading income was $1,202 million in 2017, an increase of $78 million or 7% compared to 2016. This was primarily driven by

higher WIB markets income from an increase in risk management income across fixed income, foreign exchange and

commodities and higher derivative valuation adjustments.


Other income was $529 million in 2017, an increase of $470 million compared to 2016. This result was driven by the profit on a

further sale of BTIM shares ($279 million), the impact of hedging New Zealand future earnings ($140 million) and higher rental

income on operating leases ($34 million) from portfolio growth.


Operating expenses – 2017 v 2016


$m 2017 2016 2015

Staff expenses 4,701 4,601 4,704

Occupancy expenses 1,073 1,032 954

Technology expenses 2,008 1,929 2,288

Other expenses 1,652 1,655 1,527

Total operating expenses 9,434 9,217 9,473

Total operating expenses to net operating income ratio 43.27% 43.92% 43.77%


Operating expenses increased $217 million or 2% compared to 2016. The key factors of the result were:


 growth in regulation and compliance expenses of $84 million;


 higher investment related expenses of $82 million;


 separation costs related to the sale of shares in BTIM of $35 million; and


 productivity benefits of $262 million largely offset growth in other operating costs.


Staff expenses were $4,701 million, an increase of $100 million or 2% compared to 2016. Annual salary increases, higher

investment costs and separation costs related to the further sale of shares in BTIM were partly offset by productivity benefits,

lower restructuring costs and reduced share based payments.


Occupancy expenses increased $41 million or 4% compared to 2016 due to higher expenses relating to annual rental

expenses and exit costs associated with retail property consolidation and branch network optimisation.


Technology expense increased $79 million or 4% compared to 2016 largely from the completion of key elements of the Group’s

investment programs. This included higher amortisation of software assets ($57 million) and higher software maintenance and

licensing costs ($36 million) from programs including the Customer Service Hub, Panorama, new payment platform and

systems for regulatory and compliance purposes.

Review of Group operations
2017 Westpac Group Annual Report 79

Other expenses decreased $3 million compared to 2016. The increase in regulatory and compliance costs have been mostly

offset by lower outsourced operational costs. In addition, non-lending losses were $8 million lower from reduced credit card and

digital fraud, which has benefitted from recent enhancements to early detection capability and additional security.


Impairment charges – 2017 v 2016


$m 2017 2016 2015

Impairment charges 853 1,124 753

Impairment charges to average gross loans (basis points) 13 17 12


Asset quality improved through 2017 with stressed assets to total committed exposures reducing 15 basis points to 1.05%. The

reduction in stress mostly reflects the work-out or return to health of a number of watchlist and substandard facilities. Impaired

assets were also lower, with gross impaired assets to gross loans reducing 10 basis points to 0.22%. The reduction in impaired

assets principally related to the work-out or write-off of a small number of institutional facilities. Where stress in the portfolio has

emerged it can mostly be traced back to the slowdown in mining investment, sectors undergoing structural change, along with a

rises in delinquencies and properties in possession in these regions, particularly in Western Australia and Queensland.


The improved asset quality and the write-off of a small number of larger impaired facilities led to a reduction in provisions which

were down $483 million. IAPs were $389 million lower while collectively assessed provisions were $94 million lower. Within

collectively assessed provisions the economic overlay was reduced by $66 million, ending at $323 million as at 30 September

2017.


This trend of improved asset quality and work-out of existing stressed facilities has contributed to the reduction in impairment

charges in 2017.


Impairment charges of $853 million were down $271 million or 24% compared to 2016.


Key movements included:


 total new IAPs less write-backs and recoveries were $226 million lower than 2016. New IAPs decreased $117 million

primarily due to a small number of large impairments in WIB in 2016 whereas there were only two larger facilities that

migrated to impaired over 2017. This was partially offset by higher new IAPs in the Business Bank and in mortgages. 2017

also benefited from a larger number of write-backs and recoveries which were $109 million higher than 2016 as impaired

facilities were worked out; and


 CAPs were $45 million lower due to a $66 million reduction in the economic overlay provision and a $45 million benefit

from improvement in asset quality, partially offset by a $66 million lift in write-offs principally in personal lending associated

with changes to reporting of customers granted hardship assistance.


Income tax expense – 2017 v 2016


$m 2017 2016 2015

Income tax expense 3,518 3,184 3,348

Tax as a percentage of profit before income tax expense (effective tax rate) 30.55% 29.91% 29.33%


The effective tax rate of 30.6% in 2017 was higher than the 2016 effective tax rate of 29.9% as 2016 benefited from the

finalisation of some prior period taxation matters. The effective tax rate above the Australian corporate tax rate of 30% reflects

several Additional Tier 1 instruments whose distributions are not deductible for Australian taxation purposes.




2


80 2017 Westpac Group Annual Report

Balance sheet review

Selected consolidated balance sheet data

1


The detailed components of the balance sheet are set out in the notes to the financial statements.


As at 30 September 2017 2017 2016 2015 2014 2013

US$m

2

A$m A$m A$m A$m A$m

Cash and balances with central banks 14,423 18,397 17,015 14,770 25,760 11,699

Receivables due from other financial institutions 5,588 7,128 9,951 9,583 7,424 11,210

Trading securities and financial assets designated at

fair value and available-for-sale securities 67,451 86,034 81,833 82,287 81,933 79,100

Derivative financial instruments 18,842 24,033 32,227 48,173 41,404 28,356

Loans 536,976 684,919 661,926 623,316 580,343 536,164

Life insurance assets 8,344 10,643 14,192 13,125 11,007 13,149

All other assets 16,246 20,721 22,058 20,902 22,971 21,419

Total assets 667,870 851,875 839,202 812,156 770,842 701,097

Payables due to other financial institutions 17,175 21,907 18,209 18,731 18,636 8,836

Deposits and other borrowings 418,335 533,591 513,071 475,328 460,822 424,482

Other financial liabilities at fair value through

income statement 3,180 4,056 4,752 9,226 19,236 10,302

Derivative financial instruments 19,894 25,375 36,076 48,304 39,539 32,990

Debt issues 131,991 168,356 169,902 171,054 152,251 144,133

Life insurance liabilities 7,071 9,019 12,361 11,559 9,637 11,938

All other liabilities 8,282 10,563 10,845 10,199 10,526 11,549

Total liabilities excluding loan capital 605,928 772,867 765,216 744,401 710,647 644,230

Total loan capital 13,850 17,666 15,805 13,840 10,858 9,330

Total liabilities 619,778 790,533 781,021 758,241 721,505 653,560

Net assets 48,092 61,342 58,181 53,915 49,337 47,537

Total equity attributable to owners of Westpac

Banking Corporation 48,050 61,288 58,120 53,098 48,456 46,674

Non-controlling interests 42 54 61 817 881 863

Total shareholders' equity and non-

controlling interests 48,092 61,342 58,181 53,915 49,337 47,537

Average balances

Total assets 677,788 864,525 843,555 798,703 737,124 688,295

Loans and other receivables

3

515,917 658,058 629,159 594,200 559,789 516,482

Total equity attributable to owners of Westpac

Banking Corporation 45,908 58,556 55,896 49,361 46,477 44,350

Non-controlling interests 16 20 575 854 862 1,972

1

Where accounting classifications have changed or where changes in accounting policy are adopted retrospectively, comparatives have been

revised and may differ from results previously reported.

2

Australian dollar amounts have been translated into US dollars solely for the convenience of the reader at the rate of A$1.00 = US$0.7840,

the noon buying rate in New York City on 29 September 2017.

3

Includes interest earning balances. Other receivables include cash and balances with central banks and other interest earning assets.


Review of Group operations
2017 Westpac Group Annual Report 81

Summary of consolidated ratios


As at 30 September 2017 2017 2016 2015 2014 2013

(in $m unless otherwise indicated) US$

1

A$ A$ A$ A$ A$

Profitability ratios (%)

Net interest margin

2

2.06 2.06 2.10 2.09 2.09 2.14

Return on average assets

3

0.92 0.92 0.88 1.00 1.03 0.98

Return on average ordinary equity

4

13.65 13.65 13.32 16.23 16.27 15.22

Return on average total equity

5

13.64 13.64 13.18 15.96 15.97 14.57

Capital ratios (%)

Average total equity to average total assets 6.78 6.78 6.69 6.29 6.42 6.73

Common equity Tier 1 10.56 10.56 9.48 9.50 8.97 9.10

Tier 1 ratio 12.66 12.66 11.17 11.38 10.56 10.65

Total capital ratio 14.82 14.82 13.11 13.26 12.28 12.25

Earning ratios

Basic earnings per ordinary share (cents)

6

186.6 238.0 224.6 255.0 242.5 217.2

Diluted earnings per ordinary share (cents)

7

179.8 229.3 217.8 248.2 237.6 212.5

Dividends per ordinary share (cents) 147 188 188 187 182 174

Special dividends per ordinary share (cents) - - - - - 20

Dividend payout ratio (%) 79.28 79.28 84.19 73.39 74.68 79.71

Credit quality ratios

Impairment charges on loans written off (net of recoveries) 1,167 1,488 1,052 1,107 1,302 1,323

Impairment charges on loans written off (net of recoveries) to

average loans (bps) 22 22 16 18 23 25

1

Australian dollar amounts have been translated into US dollars solely for the convenience of the reader at the rate of A$1.00 = US$0.7840, the

noon buying rate in New York City on 29 September 2017.

2

Calculated by dividing net interest income by average interest earning assets.

3

Calculated by dividing net profit attributable to owners of Westpac Banking Corporation by average total assets.

4

Calculated by dividing net profit attributable to owners of Westpac Banking Corporation by average ordinary equity.

5

Calculated by dividing net profit attributable to owners of Westpac Banking Corporation by average ordinary equity and non-controlling interests.

6

Based on the weighted average number of fully paid ordinary shares.

7

Based on basic earnings per share, with the weighted average number of fully paid ordinary shares outstanding adjusted for the conversion

of dilutive potential ordinary shares, issued for no consideration, and after adjusting earnings for distributions on dilutive potential ordinary

shares.


Balance sheet review

Assets – 2017 v 2016

Total assets as at 30 September 2017 were $851.9 billion, an increase of $12.7 billion or 2% compared to 30 September 2016.

Significant movements during the year included:

 cash and balances with central banks increased $1.4 billion or 8% reflecting higher liquid assets;


 receivables due from other financial institutions decreased $2.8 billion or 28% mainly due to reduction in collateral posted

with derivative counterparties;


 trading securities and financial assets designated at fair value and available-for-sale securities increased $4.2 billion or 5%

in response to a CLF reduction on 1 January 2017;


 derivative assets decreased $8.2 billion or 25% mainly driven by the closing out of positions via cash settlement, partly

offset by movements in foreign currency translation impacts on cross currency swaps and forward contracts;


 loans grew $23.0 billion or 3%. Refer to loan quality – 2017 v 2016 below for further information; and


 life insurance assets decreased $3.5 billion or 25% mainly due to the deconsolidation of 16 managed funds as a result of a

decline in the Group’s unit holdings.



2


82 2017 Westpac Group Annual Report

Liabilities and equity – 2017 v 2016

Total liabilities as at 30 September 2017 were $790.5 billion, an increase of $9.5 billion or 1% compared to 30 September 2016.

Significant movements during the year included:


 payables due to other financial institutions increased $3.7 billion or 20% due to increased funding of securities through

repurchase agreement and interbank borrowings, partially offset by lower offshore central bank deposits;


 deposits and other borrowings increased $20.5 billion or 4%;


 other financial liabilities at fair value through the income statement decreased $0.7 billion or 15% reflecting reduced

securities sold through repurchase agreements;


 derivative liabilities decreased $10.7 billion or 30% mainly driven by the closing out of positions via cash settlement, partly

offset by movements in foreign currency translation impacts on cross currency swaps and forward contracts;


 debt issues decreased $1.5 billion or 1% ($1.7 billion or 1% increase excluding foreign currency translation impacts);


 life insurance liabilities decreased $3.3 billion or 27% mainly due to the deconsolidation of 16 managed funds as a result of

a decline in the Group’s unit holdings; and


 loan capital increased $1.9 billion or 12% mainly due to issuances of $1.6 billion of USD Additional Tier 1 securities and

net issuances of $0.3 billion of Tier 2 subordinated notes. During the year $2.5 billion of Tier 2 Basel III fully compliant

subordinated notes were issued, mostly offset by the redemption of $2.2 billion of Tier 2 Basel III transitional subordinated

notes (including foreign currency translation impacts).


Equity attributable to owners of Westpac Banking Corporation increased $3.2 billion reflecting additional retained profits less

dividends paid during the period and shares issued under the 2017 interim DRP and 2016 final DRP.


Loan quality – 2017 v 2016


As at 30 September

$m 2017 2016 2015

Total gross loans

1

687,785 665,256 626,344

Average gross loans

Australia 588,920 562,633 526,378

New Zealand 72,269 67,686 62,508

Other overseas 12,837 15,112 15,906

Total average gross loans 674,026 645,431 604,792

1

Gross loans are stated before related provisions for impairment.


Total gross loans represented 81% of the total assets of the Group as at 30 September 2017, compared to 79% in 2016.


Australia average gross loans were $588.9 billion in 2017, an increase of $26.3 billion or 5% from $562.6 billion in 2016. This

increase was primarily due to growth in housing lending.


New Zealand average gross loans were $72.3 billion in 2017, an increase of $4.6 billion or 7% from $67.7 billion in 2016. This

increase was primarily due to growth in housing lending.


Other overseas average loans were $12.8 billion in 2017, a decrease of $2.3 billion or 15% from $15.1 billion in 2016. This was

primarily due to a decline in Asia.


Approximately 13.1% of the loans at 30 September 2017 mature within one year and 18.9% mature between one year and five

years. Retail lending comprises the majority of the loan portfolio maturing after five years.

Review of Group operations
2017 Westpac Group Annual Report 83


As at 30 September

$m 2017 2016 2015 2014 2013

Impaired loans

Non-performing loans

1

:

Gross 1,142 1,851 1,593 2,030 3,249

Impairment provisions (507) (885) (689) (862) (1,363)

Net 635 966 904 1,168 1,886

Restructured loans:

Gross 27 31 39 93 156

Impairment provisions (12) (16) (16) (44) (56)

Net 15 15 23 49 100

Overdrafts, personal loans and revolving credit facilities greater than

90 days past due:

Gross 373 277 263 217 195

Impairment provisions (195) (166) (172) (141) (135)

Net 178 111 91 76 60

Net impaired loans 828 1,092 1,018 1,293 2,046

Provisions for impairment on loans and credit commitments

Individually assessed provisions 480 869 669 867 1,364

Collectively assessed provisions 2,639 2,733 2,663 2,614 2,585

Total provisions for impairment on loans and

credit commitments 3,119 3,602 3,332 3,481 3,949

Loan quality

Total impairment provisions for impaired loans to total impaired loans

2

46.30% 49.42% 46.28% 44.76% 43.17%

Total impaired loans to total loans 0.22% 0.32% 0.30% 0.40% 0.67%

Total provisions for impairment on loans and credit commitments

to total loans 0.45% 0.54% 0.53% 0.60% 0.73%

Total provisions for impairment on loans and credit commitments to total

impaired loans 202.3% 166.8% 175.8% 148.8% 109.7%

1

Non-performing loans are loans with an impaired internal risk grade, excluding restructured assets.

2

Impairment provisions relating to impaired loans include IAP plus the proportion of the CAP that relate to impaired loans. The proportion of the CAP

that relates to impaired loans was $234 million as at 30 September 2017 (2016: $198 million, 2015: $208 million, 2014: $180 million,

2013: $190 million). This sum is compared to the total gross impaired loans to determine this ratio.


The credit quality of the portfolio improved over 2017, with total stressed exposures to TCE remaining low. Total impaired loans

as a percentage of total gross loans were 0.22% at 30 September 2017, a decrease of 0.10% from 0.32% at 30 September

2016.


At 30 September 2017, we had one impaired counterparty with exposure greater than $50 million, accounting for 5% of total

impaired loans. This compares to four impaired counterparties with exposure greater than $50 million in 2016 accounting for

30% of total impaired loans. There were four impaired exposures at 30 September 2017 that were less than $50 million and

greater than $20 million (2016: seven impaired exposures).


At 30 September 2017, 78% of our exposure was to either investment grade or secured consumer mortgage segment (2016:

78%, 2015: 77%, 2014: 77%) and 96% of our exposure as at 30 September 2017 was in Australia, New Zealand and the

Pacific region (2016: 96%, 2015: 95%, 2014: 95%).


We believe that Westpac remains appropriately provisioned. Total impairment provisions for impaired loans to total impaired

loans coverage at 46.3% at 30 September 2017 compared to 49.4% at 30 September 2016. Total provisions for impairment on

loans and credit commitments to total impaired loans represented 202.3% of total impaired loans as at 30 September 2017, up

from 166.8% at 30 September 2016. Total provisions for impairments on loans and credit commitments to total loans were

0.45% at 30 September 2017, down from 0.54% at 30 September 2016 (2015: 0.53%).


Group mortgage loans 90 days past due at 30 September 2017 were 0.62% of outstandings, up from 0.61% of outstandings at

30 September 2016 (2015: 0.42%).


Group other consumer loan delinquencies (including credit card and personal loan products) were 1.57% of outstandings as at

30 September 2017, an increase of 46 basis points from 1.11% of outstandings as at 30 September 2016 (2015: 1.07%).


Potential problem loans as at 30 September 2017 amounted to $1,247 million, a decrease of 13% from $1,436 million at

30 September 2016. The decrease in potential problem loans was mainly due to the upgrade of loans that were impacted by

the downturn in the New Zealand dairy portfolio.


2


84 2017 Westpac Group Annual Report

Potential problem loans are facilities that are performing and no loss is expected, but the customer demonstrates significant

weakness in debt servicing or security cover that could jeopardise repayment of debt on current terms if not rectified. Potential

problem loans are identified using established credit frameworks and policies, which include the ongoing monitoring of facilities

through the use of watchlists.


Capital resources

APRA measures an ADI’s regulatory capital using three measures:

 Common Equity Tier 1 Capital (CET1) comprises the highest quality components of capital that consists of paid-up share

capital, retained profits and certain reserves, less certain intangible assets, capitalised expenses and software, and

investments and retained profits in insurance and funds management subsidiaries that are not consolidated for capital

adequacy purposes;


 Tier 1 Capital being the sum of CET1 and Additional Tier 1 Capital. Additional Tier 1 Capital comprises high quality

components of capital that consists of certain securities not included in CET1, but which include loss absorbing

characteristics; and


 Total Capital being the sum of Tier 1 Capital and Tier 2 Capital. Tier 2 Capital includes subordinated instruments and other

components of capital that, to varying degrees, do not meet the criteria for Tier 1 Capital, but nonetheless contribute to the

overall strength of an ADI and its capacity to absorb losses.


Under APRA’s Prudential Standards, Australian ADIs, including Westpac, are required to maintain a minimum CET1 ratio of at

least 4.5%, Tier 1 ratio of at least 6.0% and Total Regulatory Capital of at least 8.0%. APRA may also require ADIs, including

Westpac, to meet Prudential Capital Requirements (PCRs) above the minimum capital ratios. APRA does not allow the PCRs

for individual ADIs to be disclosed.


APRA also requires ADIs to hold additional CET1 buffers comprising of:


 a capital conservation buffer (CCB) of 3.5%, for ADI’s designated by APRA as domestic systemically important banks

(D-SIBs) (unless otherwise determined by APRA), which includes a 1.0% surcharge for D-SIBs. APRA has determined that

Westpac is a D-SIB; and


 a countercyclical buffer. The countercyclical buffer is set on a jurisdictional basis and APRA is responsible for setting the

requirement in Australia. The countercyclical buffer requirement is currently set to zero for Australia and New Zealand.


Collectively, the above buffers are referred to as the "Capital Buffer". Should the CET1 capital ratio fall within the capital buffer

range, restrictions on the distributions of earnings will apply. This includes restrictions on the amount of earnings that can be

distributed through dividends, Additional Tier 1 Capital distributions and discretionary staff bonuses.


Capital management strategy

Westpac’s approach to capital management seeks to balance the fact that capital is an expensive form of funding with the need

to be adequately capitalised. Westpac considers the need to balance efficiency, flexibility and adequacy when determining

sufficiency of capital and when developing capital management plans.

Westpac evaluates these considerations through an Internal Capital Adequacy Assessment Process (ICAAP), the key features

of which include:

 the development of a capital management strategy, including consideration of regulatory minimums, capital buffers and

contingency plans;


 consideration of both economic and regulatory capital requirements;


 a stress testing framework that challenges the capital measures, coverage and requirements including the impact of

adverse economic scenarios; and


 consideration of the perspectives of external stakeholders including rating agencies and equity and debt investors.


In light of APRA’s announcement on ‘unquestionably strong’ capital on 19 July 2017, Westpac has ceased to use its preferred

range of 8.75% to 9.25% as a guide to managing capital levels. Westpac will revise its preferred range for the CET1 ratio once

APRA finalises its review of the capital adequacy framework. In the interim, Westpac will seek to operate with a CET1 ratio of at

least 10.5% in March and September as measured under the existing capital framework. This also takes into consideration:


 current regulatory capital minimums and the CCB, which together are the total CET1 requirement;


 stress testing to calibrate an appropriate buffer against a downturn; and


 quarterly volatility of capital ratios due to the half yearly cycle of ordinary dividend payments.

Review of Group operations
2017 Westpac Group Annual Report 85

Basel Capital Accord

APRA’s risk-based capital adequacy standards are generally consistent with the International Regulatory Framework for Banks,

also known as Basel III, issued by the Basel Committee on Banking Supervision (BCBS), except where APRA has exercised

certain discretions. On balance, the application of these discretions acts to reduce capital ratios reported under APRA’s

Prudential Standards relative to the BCBS approach and to those reported in some other jurisdictions.

Westpac is accredited by APRA to apply advanced models permitted by the Basel III global capital adequacy regime to the

measurement of its regulatory capital requirements. Westpac uses the Advanced Internal Ratings Based approach for credit

risk, the Advanced Measurement Approach (AMA) for operational risk and the internal model approach for Interest Rate Risk in

the Banking Book (IRRBB).

Westpac’s Level 2 regulatory capital ratios as at 30 September are summarised in the table below. As the table summarises

Westpac’s Level 2 regulatory capital structure, the capital amounts shown are not the same as the Westpac Group’s

consolidated financial statements. Westpac’s Pillar 3 Report provides further details regarding Westpac’s capital structure.


$m 2017 2016

Common equity 60,520 57,235

Deductions from common equity (17,850) (18,360)

Total common equity after deductions 42,670 38,875

Additional Tier 1 capital 8,505 6,910

Net Tier 1 regulatory capital 51,175 45,785

Tier 2 capital 8,952 8,201

Deductions from Tier 2 capital (217) (218)

Total Tier 2 capital after deductions 8,735 7,983

Total regulatory capital 59,910 53,768

Credit risk 349,258 358,812

Market risk 8,094 7,861

Operational risk 31,229 33,363

Interest rate risk in the banking book 11,101 5,373

Other assets 4,553 4,644

Total risk weighted assets 404,235 410,053

Common Equity Tier 1 capital ratio 10.56% 9.48%

Additional Tier 1 capital ratio 2.10% 1.69%

Tier 1 capital ratio 12.66% 11.17%

Tier 2 capital ratio 2.16% 1.94%

Total regulatory capital ratio 14.82% 13.11%


Refer to ‘Significant developments’ in Section 1 for a discussion on future regulatory developments that may impact upon

capital requirements.


2

Divisional performance
86 2017 Westpac Group Annual Report

Divisional performance – 2017 v 2016

Westpac reports under the following five primary customer-facing business divisions:


 Consumer Bank, which we refer to as CB: responsible for all Australian consumer relationships across all brands;


 Business Bank, which we refer to as BB: responsible for all Australian business and commercial consumer relationships

across all brands;


 BT Financial Group (Australia), which we refer to as BTFG: responsible for the Group's wealth management, insurance

and private banking businesses;


 Westpac Institutional Bank, which we refer to as WIB: responsible for the relationship with institutional and corporate

customers, along with the Group's international operations including Asia and the Pacific; and


 Westpac New Zealand: responsible for all customer segments in New Zealand.


Group Businesses include Treasury, Group Technology and Core Support.

The Group has completed an update to its capital allocation framework. The update further improves the alignment of capital

held by divisions with regulatory capital requirements. Divisional results have been restated for 2016 and 2015 to ensure

comparability with 2017 results (refer to Note 2 to the financial statements for the disclosure of the Group’s reportable operating

segments and revisions to capital allocation).

The accounting standard AASB 8 Operating Segments requires segment results to be presented on a basis that is consistent

with information provided internally to Westpac’s key decision makers. In assessing financial performance, including divisional

results, Westpac Group uses a measure of performance referred to as ‘cash earnings’. Cash earnings is viewed as a measure

of the level of profit that is generated by ongoing operations and is therefore considered in assessing distributions, including

dividends. Cash earnings is neither a measure of cash flow nor net profit determined on a cash accounting basis, as it includes

non-cash items reflected in net profit determined in accordance with AAS. To calculate cash earnings, the specific adjustments

to the net profit attributable to owners of Westpac Banking Corporation include both cash and non-cash items and are outlined

below. Management believes this allows the Group to more effectively assess performance for the current period against prior

periods and to compare performance across business divisions and across peer companies.

A reconciliation of cash earnings to net profit attributable to owners of Westpac Banking Corporation for each business division

is set out in Note 2 to the financial statements.

To determine cash earnings, three categories of adjustments are made to statutory results:


 material items that key decision makers at Westpac believe do not reflect ongoing operations;


 items that are not considered when dividends are recommended, such as the amortisation of intangibles, impact of

Treasury shares and economic hedging impacts; and


 accounting reclassifications between individual line items that do not impact statutory results.


The discussion of our divisional performance in this section is presented on a cash earnings basis unless otherwise stated.

Cash earnings is not directly comparable to statutory results presented in other parts of this Annual Report.

Outlined below are the cash earnings adjustments to the reported result:


 amortisation of intangible assets: The merger with St.George and the acquisition of select Lloyds' Australian businesses

resulted in the recognition of identifiable intangible assets. Notional identifiable intangible assets were also recognised

within the carrying value of BTIM during the period this investment was equity accounted. The intangible assets recognised

relate to core deposits, customer relationships, management contracts and distribution relationships. These intangible

items are amortised over their useful lives, ranging between four and twenty years. This amortisation (excluding capitalised

software) is a cash earnings adjustment because it is a non-cash flow item and does not affect cash distributions available

to shareholders;


 acquisition, transaction and integration expenses: Costs associated with the acquisition of select Lloyds' Australian

businesses were treated as a cash earnings adjustment as they do not reflect the earnings expected from the acquired

businesses following the integration period;


 capitalised technology cost balances: Following changes to the Group's technology and digital strategy, rapid changes in

technology and evolving regulatory requirements, a number of accounting changes were introduced in 2015, including

moving to an accelerated amortisation methodology for most existing assets with a useful life of greater than three years,

writing off the capitalised cost of regulatory program assets where the regulatory requirements have changed and directly

expensing more project costs. The expense recognised in 2015 to reduce the carrying value of impacted assets was

treated as a cash earnings adjustment given its size and that it does not reflect ongoing operations;


 fair value on economic hedges (which do not qualify for hedge accounting under AAS) comprise:

- the unrealised fair value (gain)/loss on foreign exchange hedges of future New Zealand earnings impacting non-

interest income is reversed in deriving cash earnings as they may create a material timing difference on reported

results but do not affect the Group's cash earnings over the life of the hedge; and

Divisional performance
2017 Westpac Group Annual Report 87

- the unrealised fair value (gain)/loss on hedges of accrual accounted term funding transactions are reversed in deriving

cash earnings as they may create a material timing difference on reported results but do not affect the Group's cash

earnings over the life of the hedge;


 ineffective hedges: The unrealised (gain)/loss on ineffective hedges is reversed in deriving cash earnings for the period

because the gain or loss arising from the fair value movement in these hedges reverses over time and does not affect the

Group's profits over time;


 Lloyds tax adjustments: Tax adjustments arising from the acquisition of Lloyds have been treated as a cash earnings

adjustment in line with our treatment of Lloyds acquisition and integration costs;


 sale of BTIM shares: During 2015 the Group recognised a significant gain following the partial sale of the Group’s

shareholding in BTIM. This gain has been treated as a cash earnings adjustment given its size and that it does not reflect

ongoing operations. During 2017 the Group recognised a gain, net of costs, following the further sell down of the Group's

shareholding in BTIM. Consistent with previous treatment this gain has been treated as a cash earnings adjustment given

its size and that it does not reflect ongoing operations. The Group has indicated that it may sell the remaining 10%

shareholding in BTIM at some future date. Any future gain or loss on the sale will similarly be excluded from the calculation

of cash earnings;


 Treasury shares: Under AAS, Westpac shares held by the Group in the managed funds and life businesses are deemed to

be Treasury shares and the results of holding these shares cannot be recognised as income in the reported results. In

deriving cash earnings, these results are included to ensure there is no asymmetrical impact on the Group’s profits

because the Treasury shares support policyholder liabilities and equity derivative transactions which are re-valued in

determining income;


 accounting reclassifications between individual line items that do not impact reported results comprise:


- in 2017 the Group changed the accounting treatment for Westpac New Zealand credit card rewards scheme to align

with Group practice. This change has no impact on cash earnings or reported profit but it has led to the restatement of

non-interest income and operating expenses, within cash earnings, in prior periods. Components of reported profit

have not been changed;


- policyholder tax recoveries: Income and tax amounts that are grossed up to comply with the AAS accounting standard

covering Life Insurance Business (policyholder tax recoveries) are reversed in deriving income and taxation expense

on a cash earnings basis; and


- operating leases: Under AAS rental income on operating leases is presented gross of the depreciation of the assets

subject to the lease. These amounts are offset in deriving non-interest income and operating expenses on a cash

earnings basis.


The guidance provided in Australian Securities and Investments Commission (ASIC) Regulatory Guide 230 has been followed

when presenting this information.

2


88 2017 Westpac Group Annual Report

Cash earnings and assets by division

The following tables present, for each of the key divisions of our business, the cash earnings and total assets at the end of the

financial years ended 30 September 2017, 2016 and 2015. Refer to Note 2 to the financial statements for the disclosure of our

geographic and business segments and the reconciliation to net profit attributable to owners of Westpac Banking Corporation.



Cash earnings by business division


$m 2017 2016 2015

Consumer Bank 3,104 2,984 2,625

Business Bank 2,099 1,975 1,957

BT Financial Group (Australia) 771 868 906

Westpac Institutional Bank 1,304 1,106 1,357

Westpac New Zealand 916 825 863

Group Businesses (132) 64 112

Total cash earnings 8,062 7,822 7,820


Total assets by business division


$bn 2017 2016 2015

Consumer Bank 369.5 351.5 328.6

Business Bank 161.1 156.8 149.3

BT Financial Group (Australia) 35.2 38.2 35.8

Westpac Institutional Bank 102.9 110.4 127.3

Westpac New Zealand 81.3 82.1 71.5

Group Businesses 101.9 100.2 99.7

Total assets 851.9 839.2 812.2



In presenting divisional results on a management reporting basis, internal charges and transfer pricing adjustments are

included in the performance of each division reflecting the management structure rather than the legal entity (these results

cannot be compared to results for individual legal entities). Where management reporting structures or accounting

classifications have changed, financial results for comparative periods have been revised and may differ from results previously

reported.


Our internal transfer pricing frameworks facilitate risk transfer, profitability measurement, capital allocation and business unit

alignment, tailored to the jurisdictions in which we operate. Transfer pricing allows us to measure the relative contribution of our

products and divisions to the Group’s interest margin and other dimensions of performance. Key components of our transfer

pricing frameworks are funds transfer pricing for interest rate and liquidity risk and allocation of basis and contingent liquidity

costs, including capital allocation.

Divisional performance
2017 Westpac Group Annual Report 89

Consumer Bank

Consumer Bank (CB) is responsible for sales and service to consumer customers in Australia under the Westpac, St.George,

BankSA, Bank of Melbourne and RAMS brands. Activities are conducted through a dedicated team of specialist consumer

relationship managers along with an extensive network of branches, call centres and ATMs. Customers are also supported by a

range of internet and mobile banking solutions. CB also works in an integrated way with BTFG and WIB in the sales and

service of select financial services and products including in wealth and foreign exchange. The revenue from these products is

mostly retained by the product originator.

Financial performance


$m 2017 2016 2015

Net interest income 7,509 7,175 6,403

Non-interest income 802 850 940

Net operating income before operating expenses and impairment charges 8,311 8,025 7,343

Operating expenses (3,337) (3,270) (3,113)

Impairment charges (541) (492) (478)

Profit before income tax 4,433 4,263 3,752

Income tax expense (1,329) (1,279) (1,127)

Cash earnings for the year 3,104 2,984 2,625

Net cash earnings adjustments (116) (116) (116)

Net profit attributable to owners of Westpac Banking Corporation 2,988 2,868 2,509

$bn $bn $bn

Deposits and other borrowings 191.8 180.6 168.2

Net loans 362.5 344.8 320.7

Total assets 369.5 351.5 328.6

Total operating expenses to net operating income ratio 40.15% 40.75% 42.39%



2017 v 2016


The 4% rise in cash earnings to $3,104 million, was due to balance sheet growth and disciplined expense management.

Net interest

income up $334

million, 5%

 mortgages growth was slightly below system

1

. The decline in other lending was in credit cards and

personal loans (in line with lower system

1

balances);

 the above system growth in deposits included a 9% lift in transaction account balances; and

 net interest margin was 3 basis points lower primarily from higher wholesale funding and deposits

costs, partly offset by some repricing and continued discipline on discounting.

Non-interest

income down

$48 million, 6%

 decline mostly due to lower cards income (net impact of interchange fee changes, loyalty point

redemption costs, and a prior year benefit not repeated) and provisions for customer refunds and

payments; partly offset by;

 some fee repricing and higher foreign exchange income.

Operating

expenses up

$67 million, 2%

 higher technology and investment related costs;

 a rise in regulatory and compliance spending;

 increased product development and marketing costs; and

 productivity benefits largely offset business as usual expense increases.

Impairment

charges up $49

million, 10%

 higher impairments were mostly due to an increase in mortgage IAPs for regions impacted by the

slowing of the mining investment cycle and CAPs for hardship changes in the other consumer

lending portfolio; and

 90+ day other consumer loan delinquencies were higher mostly due to changes in the measurement

and reporting of customers in hardship arrangements. Excluding hardship changes, 90+ day

delinquencies improved.





1

Source: RBA September 2017.

2


90 2017 Westpac Group Annual Report

Business Bank

Business Bank (BB) is responsible for sales and service to micro, SME and commercial business customers in Australia for

facilities up to approximately $150 million. The division operates under the Westpac, St.George, BankSA and Bank of

Melbourne brands. Customers are provided with a wide range of banking and financial products and services to support their

borrowing, payments and transaction needs. In addition, specialist services are provided for cash flow finance, trade finance,

automotive and equipment finance, property finance and treasury. The division is also responsible for consumer customers with

auto finance loans. BB works in an integrated way with BTFG and WIB in the sales and service of select financial services and

products including corporate superannuation, foreign exchange and interest rate hedging. The revenue from these products is

mostly retained by the product originator.

Financial performance


$m 2017 2016 2015

Net interest income 4,055 3,925 3,735

Non-interest income 1,153 1,104 1,068

Net operating income before operating expenses and impairment charges 5,208 5,029 4,803

Operating expenses (1,839) (1,796) (1,731)

Impairment charges (367) (410) (273)

Profit before income tax 3,002 2,823 2,799

Income tax expense (903) (848) (842)

Cash earnings for the year 2,099 1,975 1,957

Net cash earnings adjustments (10) (10) (10)

Net profit attributable to owners of Westpac Banking Corporation 2,089 1,965 1,947

$bn $bn $bn

Deposits and other borrowings 115.3 110.6 101.8

Net loans 157.5 153.4 146.4

Total assets 161.1 156.8 149.3

Total operating expenses to net operating income ratio 35.31% 35.71% 36.04%


2017 v 2016


Cash earnings of $2,099 million was $124 million, or 6% higher than 2016 from net operating income before operating

expenses and impairment charges growth of 4% and a 10% decline in impairment charges. The result was supported by

increased fee income, balance sheet growth and productivity gains.

Net interest

income up $130

million, 3%

 lending growth of 3% was supported by growth in SME and targeted industries while commercial

property lending was lower from optimising risk return profile;

 a 15% rise in transaction balances supported the 4% rise in deposits. Term deposit balances

declined following the migration of some customers to Private Wealth (in BTFG); and

 net interest margin was little changed over the year. Asset spreads were higher following some

repricing, although these were offset by lower deposit spreads and higher wholesale funding costs.

Non-interest

income up $49

million, 4%

 higher line fees from both portfolio growth and some repricing for facilities; and

 fees were also supported by the growth in transaction balances and repricing.

Operating

expenses up

$43 million, 2%

 business as usual cost increases were largely offset by efficiency gains from digitisation of processes

and streamlining in the division’s service model including specialist industry teams and more targeted

handling of customer service requests; and

 increased investment spending and technology costs led to most of the increase.

Impairment

charges down

$43 million,

10%

 lower impairments were principally due to improved collections processes for auto finance. This was

partly offset by increased provisions across the property, construction, mining and manufacturing

sectors, particularly in Queensland; and

 credit quality remains sound, with total stressed assets to TCE lower. Auto delinquencies were

higher due to the changes in hardship reporting.


Divisional performance
2017 Westpac Group Annual Report 91

BT Financial Group (Australia)

BT Financial Group (Australia) (BTFG) is the Australian wealth management and insurance arm of the Westpac Group

providing a broad range of associated services. BTFG’s funds management operations include the manufacturing and

distribution of investment, superannuation, retirement products, wealth administration platforms, private banking, margin

lending and equities broking. BTFG’s insurance business covers the manufacturing and distribution of life, general and lenders

mortgage insurance. The division also uses third parties to manufacture certain general insurance products. In managing risk

across all insurance classes the division reinsures certain risks using external providers. BTFG operates a range of wealth,

funds management and financial advice brands and operates under the banking brands of Westpac, St.George, Bank of

Melbourne and BankSA for Private Wealth and Insurance.

In 2017 Westpac sold down its investment in BT Investment Management Limited (BTIM) from 29% to 10%. That sale led to a

change in the way the business is accounted for from being equity accounted to being reflected as an available-for-sale

investment. The profit on sale of shares in BTIM is not included in BTFG’s cash earnings results below.


Financial performance


$m 2017 2016 2015

Net interest income 537 486 434

Non-interest income 1,744 1,908 2,192

Net operating income before operating expenses and impairment charges 2,281 2,394 2,626

Operating expenses (1,176) (1,160) (1,286)

Impairment (charges)/benefit (4) - 4

Profit before income tax 1,101 1,234 1,344

Income tax expense (330) (366) (406)

Profit attributable to non-controlling interests - - (32)

Cash earnings for the year 771 868 906

Net cash earnings adjustments 160 (32) (23)

Net profit attributable to owners of Westpac Banking Corporation 931 836 883

$bn $bn $bn

Deposits and other borrowings 29.7 25.5 23.4

Net loans 20.1 18.6 17.2

Total assets 35.2 38.2 35.8

Funds Under Management (FUM)

1

53.1 48.4 46.3

Funds Under Administration (FUA) 138.3 130.8 121.9

Total operating expenses to net operating income ratio 51.56% 48.45% 48.97%


Cash earnings


$m 2017 2016 2015

Funds management business 435 520 560

Insurance 293 309 291

Capital and other 43 39 55

Total cash earnings 771 868 906




1

FUM represents Retail which includes Annuities, Retail Investment, Retirement Products and Retail Superannuation where risk profiles are selected

by investors and Investment Solutions through Advance (a multi manager of investment management companies).

2


92 2017 Westpac Group Annual Report

2017 v 2016


Cash earnings was 11% lower than full year 2016, impacted by a number of infrequent items totalling $129 million before tax.

The cash earnings impact of infrequent items (after tax) includes provisions for customer refunds and payments ($58 million),

revaluation loss on investments in boutique funds ($24 million) and lower revenue following the further sale of shares in BTIM

($10 million). The underlying business was flat over the year with volume growth partly offset by lower FUM and FUA margins,

lower Advice activity levels, higher insurance claims and increased regulatory and compliance costs.

Net interest

income up $51

million, 10%

 balance sheet growth in Private Wealth, deposits up 16% and loans up 8%; and

 net interest margin was up 13 basis points mostly due to repricing of certain mortgages and improved

term deposit spreads.

Non-interest

income down

$164 million,

9%

 Funds Management contribution was down $151 million:

- infrequent items indicated above ($129 million);

- advice income was lower mostly from reduced activity ($33 million); and

- FUM and FUA revenue was higher with growth in average FUM and FUA (10% and 7%

respectively) offsetting lower margins from product mix changes, including the migration to

MySuper products. FUM and FUA net flows were $4 billion for the year.

 insurance income was down $26 million (or 5%);

- general insurance income was lower ($33 million) mostly from higher claims concentrated in the

first half of the year;

- life insurance income was flat as the 10% growth in in-force premiums and improved lapses

were offset by higher claims; and

- LMI contribution was higher mostly due to the arrangements for loans with a LVR >90%.

 partly offsetting this was improved returns on capital mostly related to lower hedging costs.

Operating

expenses up

$16 million, 1%

 regulatory and compliance costs were $28 million higher over the year;

 investment related spending was up from costs associated with the launch of Panorama; and

 productivity benefits mostly offset these increases.


Funds management business


$m 2017 2016 2015

Net interest income 525 474 416

Non-interest income 1,183 1,334 1,663

Net operating income before operating expenses and impairment charges 1,708 1,808 2,079

Operating expenses (1,082) (1,067) (1,219)

Impairment (charges)/benefit (3) - 4

Profit before income tax 623 741 864

Income tax expense (188) (221) (272)

Profit attributable to non-controlling interests - - (32)

Cash earnings for the year 435 520 560

Net cash earnings adjustments 160 (32) (23)

Net profit attributable to owners of Westpac Banking Corporation 595 488 537

Total operating expenses to net operating income ratio 63.35% 59.02% 58.63%


Insurance business


The Insurance business result includes the Westpac and St.George Life Insurance, General Insurance and Lenders Mortgage

Insurance (LMI) businesses.


$m 2017 2016 2015

Net interest income 8 5 6

Non-interest income 499 525 488

Net operating income before operating expenses and impairment charges 507 530 494

Operating expenses (92) (88) (79)

Profit before income tax 415 442 415

Income tax expense (122) (133) (124)

Cash earnings for the year 293 309 291

Net cash earnings adjustments - - -

Net profit attributable to owners of Westpac Banking Corporation 293 309 291

Total operating expenses to net operating income ratio 18.15% 16.60% 15.99%

Divisional performance
2017 Westpac Group Annual Report 93

Westpac Institutional Bank

Westpac Institutional Bank (WIB) delivers a broad range of financial products and services to commercial, corporate,

institutional and government customers with connections to Australia and New Zealand. WIB operates through dedicated

industry relationship and specialist product teams, with expert knowledge in transactional banking, financial and debt capital

markets, specialised capital, and alternative investment solutions. Customers are supported throughout Australia as well as via

branches and subsidiaries located in New Zealand, the US, UK and Asia. WIB is also responsible for Westpac Pacific currently

providing a range of banking services in Fiji and PNG. WIB works in an integrated way with all the Group’s divisions in the

provision of more complex financial needs including foreign exchange and fixed interest solutions.

Financial performance


$m 2017 2016 2015

Net interest income 1,507 1,574 1,658

Non-interest income 1,706 1,536 1,578

Net operating income before operating expenses and impairment charges 3,213 3,110 3,236

Operating expenses (1,323) (1,347) (1,319)

Impairment (charges)/benefit (56) (177) 38

Profit before income tax 1,834 1,586 1,955

Income tax expense (523) (473) (590)

Profit attributable to non-controlling interests (7) (7) (8)

Cash earnings for the year 1,304 1,106 1,357

Net cash earnings adjustments - - -

Net profit attributable to owners of Westpac Banking Corporation 1,304 1,106 1,357

$bn $bn $bn

Deposits and other borrowings

1

89.4 88.4 80.3

Net loans 74.0 73.8 76.3

Total assets 102.9 110.4 127.3

Total operating expenses to net operating income ratio 41.18% 43.31% 40.76%

1

Refers to total customer deposits in this table and excludes Certificates of Deposit.


2017 v 2016


Cash earnings of $1,304 million, was $198 million or 18% higher compared to 2016, supported by higher customer and trading

income, disciplined expense management and lower impairments.

Net interest

income down

$67 million, 4%

 average loan balances were lower over the year, which contributed to lower net interest income;

partly offset by

 7 basis points improvement in net interest margin from the run-down in lower returning assets and

pricing disciplines.

Non-interest

income up $170

million, 11%

 higher trading revenue across both fixed income and commodities;

 customer revenue was higher reflecting some larger customer transactions; and

 positive movement in derivative valuation adjustments.

Operating

expenses

down $24

million, 2%

 disciplined operating expense management, productivity initiatives and lower investment in Asia

contributed to the 2% reduction in operating expenses.

Impairment

charges down

$121 million,

68%

 asset quality was sound, with the ratio of impaired assets to TCE down 26 basis points following the

work-out and write-off of some larger facilities; and

 the lower charge was partly due to higher impairment charges in 2016 with increased provisions for

the downgrade of a small number of large names.



2


94 2017 Westpac Group Annual Report

Westpac New Zealand

Westpac New Zealand is responsible for sales and service of banking, wealth and insurance products for consumers, business

and institutional customers in New Zealand. Westpac conducts its New Zealand banking business through two banks in New

Zealand: Westpac New Zealand Limited, which is incorporated in New Zealand and Westpac Banking Corporation (New

Zealand Branch), which is incorporated in Australia. Westpac New Zealand operates via an extensive network of branches and

ATMs across both the North and South Islands. Business and institutional customers are also served through relationship and

specialist product teams. Banking products are provided under the Westpac brand while insurance and wealth products are

provided under Westpac Life and BT brands, respectively. Westpac New Zealand also maintains its own infrastructure,

including technology, operations and treasury.

Financial performance


$m 2017 2016 2015

Net interest income 1,627 1,606 1,583

Non-interest income

1

479 482 493

Net operating income before operating expenses and impairment charges 2,106 2,088 2,076

Operating expenses

1

(903) (889) (844)

Impairment (charges)/benefit 72 (54) (44)

Profit before income tax 1,275 1,145 1,188

Income tax expense (359) (320) (322)

Profit attributable to non-controlling interests - - (3)

Cash earnings for the year 916 825 863

Net cash earnings adjustments (14) 2 -

Net profit attributable to owners of Westpac Banking Corporation 902 827 863

$bn $bn $bn

Deposits and other borrowings

2

53.7 54.9 47.3

Net loans 71.1 71.7 62.8

Total assets 81.3 82.1 71.5

Funds under management

3

7.7 7.1 5.9

Funds under administration

3

1.6 2.0 1.8

Total operating expenses to net operating income ratio 42.88% 42.58% 40.66%

1

Comparatives have been restated for the accounting change to the Westpac New Zealand credit card rewards scheme.

(2016: $33 million, 2015: $36 million).

2

Refers to total customer deposits in this table.

3

During 2017 $0.2 billion transferred from FUA to FUM.


Divisional performance
2017 Westpac Group Annual Report 95

2017 v 2016


Cash earnings up 11% to $916 million, with an impairment benefit of $72 million, from higher write-back and recoveries. Net

operating income before operating expenses and impairment charges was up 1%, with volume growth offset by margin decline.

Operating expenses were up 2% driven by investment in the division’s transformation program.

Net interest

income up $21

million, 1%

 excluding foreign currency translation impacts, loan growth of 3% was mostly in mortgages, up 4%

with business lending 1% higher;

 excluding foreign currency translation impacts, deposits growth of 2% was mostly in term deposits

(3%) with customers preferring higher rate term products over at call accounts;

 net interest margin was 13 basis points lower mostly from increased deposit competition and

increased wholesale funding costs, partly offset by;

 repricing of certain mortgages and business loans.

Non-interest

income down

$3 million,1%

 increased investment income (from a 6% increase in FUM and FUA excluding foreign currency

translation impacts) and higher cards income were offset by higher insurance claims and lower

banking fees following the removal of some consumer fees.

Operating

expenses up

$14 million, 2%

 the increase was principally due to costs of and investment in the division’s transformation program;

and

 outside of this increase operating expenses were 3% lower through a range of productivity initiatives

including a net reduction of 20 branches, a 3% reduction in FTE, increased self-serve adoption and

the digitisation of more processes.

Impairment

benefit of $72m

compared to a

$54 million

impairment

charge.

 asset quality remained sound with stressed assets to TCE reducing 48 basis points to 2.06%. The

decline was due to reduction of stress in the dairy sector (improving milk prices). Consumer 90+ day

delinquencies were a little higher but continue to be near historical lows; and

 the impairment benefit reflects the work-out and write-back of a few large facilities combined with the

lower levels of stress.




2


96 2017 Westpac Group Annual Report

Group Businesses

This segment comprises:


 Treasury, which is responsible for the management of the Group’s balance sheet including wholesale funding, capital and

management of liquidity. Treasury also manages the interest rate risk and foreign exchange risks inherent in the balance

sheet, including managing the mismatch between Group assets and liabilities. Treasury’s earnings are primarily sourced

from managing the Group’s balance sheet and interest rate risk, (excluding Westpac New Zealand) within set risk limits;


 Group Technology

1

, which comprises functions for the Australian businesses is responsible for technology strategy and

architecture, infrastructure and operations, applications development and business integration;


 Core Support

2

, which comprises functions performed centrally, including Australian banking operations, property services,

strategy, finance, risk, compliance, legal and human resources; and


 Group Businesses also includes: earnings on capital not allocated to divisions, accounting entries for certain intra-group

transactions that facilitate the presentation of the performance of the Group’s operating segments, earnings from non-core

asset sales, earnings and costs associated with the Group’s fintech investments, and certain other head office items such

as centrally raised provisions.


Financial performance


$m 2017 2016 2015

Net interest income 469 582 426

Non-interest income (32) 8 66

Net operating income before operating expenses and impairment charges 437 590 492

Operating expenses (527) (469) (378)

Impairment benefits 43 9 -

Profit before income tax (47) 130 114

Income tax (expense)/benefit (85) (58) 13

Profit attributable to non-controlling interests - (8) (15)

Cash earnings for the year (132) 64 112

Net cash earnings adjustments (92) (221) 341

Net profit attributable to owners of Westpac Banking Corporation (224) (157) 453


2017 v 2016


Cash earnings decreased by $196 million from lower Treasury revenue, increased expenses and a higher tax expense.

Net operating

income down

$153 million,

26%

 net interest income decreased $113 million largely from lower Treasury revenue related to interest

rate risk management; and

 non-interest income decreased $40 million primarily due to the impact of exchange rate movements

on the hedging of New Zealand earnings.

Operating

expenses up

$58 million,

12%

 increase in operating expenses primarily from higher expenses associated with the Group’s fintech

investments and higher regulatory and compliance costs.

Impairment

benefits up $34

million

 impairment benefit increased $34 million due to a reduction to the centrally held economic overlay

provisions, largely related to the mining sector. This reduction offsets provisions raised in divisions.

Tax and non-

controlling

interests up $19

million, 29%

 tax and non-controlling interests increased $19 million, as 2016 benefitted from the finalisation of

prior period taxation matters, and hybrid distributions (not deductible for tax purposes) were also

higher in the current year.




1

Costs are fully allocated to other divisions in the Group.

2

Costs are partially allocated to other divisions in the Group, with costs attributed to enterprise activity retained in Group Businesses.

Risk and risk management
2017 Westpac Group Annual Report 97

Risk factors


Our business is subject to risks that can adversely impact our financial performance, financial condition and future

performance. If any of the following risks occur, our business, prospects, reputation, financial performance or financial condition

could be materially adversely affected, with the result that the trading price of our securities could decline and as a security

holder you could lose all, or part, of your investment. You should carefully consider the risks described and the other

information in this Annual Report before investing in our securities. The risks and uncertainties described below are not the only

ones we face. Additional risks and uncertainties that we are unaware of, or that we currently deem to be immaterial, may also

become important factors that affect us.


Risks relating to our business

Our businesses are highly regulated and we could be adversely affected by changes in laws, regulations or regulatory

policy


As a financial institution, we are subject to detailed laws and regulations in each of the jurisdictions in which we operate or

obtain funding, including Australia, New Zealand, the United Kingdom, the United States and various jurisdictions in Asia. We

are also supervised by a number of different regulatory and supervisory authorities which have broad administrative powers

over our businesses. In Australia, the relevant regulatory authorities include the Australian Prudential Regulation Authority

(APRA), Reserve Bank of Australia (RBA), Australian Securities and Investments Commission (ASIC), Australian Securities

Exchange (ASX), Australian Competition and Consumer Commission (ACCC), the Australian Transaction Reports and Analysis

Centre (AUSTRAC) and the Australian Taxation Office (ATO). The Reserve Bank of New Zealand (RBNZ) and the Financial

Markets Authority (FMA) have supervisory oversight of our New Zealand operations. In the United States, we are subject to

supervision and regulation by the US Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal

Reserve System, the Commodity Futures Trading Commission (CFTC) and the US Securities and Exchange Commission

(SEC). In the United Kingdom, we are subject to supervision and regulation by the Financial Conduct Authority (FCA) and the

Prudential Regulation Authority (PRA). In Asia, we are subject to supervision and regulation by local authorities, including the

Monetary Authority of Singapore (MAS), the China Banking Regulatory Commission (CBRC) and the Hong Kong Monetary

Authority (HKMA). In other jurisdictions in which we operate, including various Pacific countries, we are also required to comply

with relevant requirements of the local regulatory bodies.


The Group’s business, reputation, prospects, financial performance and financial condition could all be affected by changes to

law and regulation, changes to policies and changes in the supervisory activities of our regulators.


As with other financial services providers, we face increasing supervision and regulation in most of the jurisdictions in which we

operate or obtain funding particularly in the areas of funding, liquidity, capital adequacy, tax, anti-money laundering and

counter-terrorism financing, conduct, competition and consumer protection (including in the design and distribution of financial

products), remuneration, privacy, data access, prudential regulation, anti-bribery and corruption, and economic and trade

sanctions.


Regulatory changes could impact us in a number of ways. For example, new regulation could require us to have increased

levels of liquidity and higher levels of, and better quality, capital and funding. Regulatory change could also result in restrictions

on how we operate our business by imposing restrictions on the types of businesses we can conduct, require us or our

competitors to change our business models or require us to amend our corporate structure.


If regulatory change has any such effect, it could adversely affect one or more of our businesses, restrict our flexibility, require

us to incur substantial costs and could impact the profitability of one or more of our business lines. Any such costs or

restrictions could adversely affect our business, prospects, financial performance or financial condition.


Regulation may also affect how we provide products and services to our customers. New laws and regulations could restrict our

ability to provide products and services to certain customers (including by imposing regulatory limits on certain types of lending

and on lending to certain customer segments), require us to alter our product and service offerings and restrict our ability to set

prices for certain products and services. These types of changes could affect our profitability by adversely affecting our ability to

maintain or increase margins and fees. This could occur because a regulation seeks to place a cap on the price of a product or

service we provide, or because, in response to new regulation, we increase the price we charge for a product or service. This

price increase could lead to customers seeking out alternative products or services, whether within the Group or with a

competitor (including customers switching residential mortgages from interest-only to principal and interest).


There are numerous sources of regulatory change that could affect our business. In some cases, changes to regulation are

driven by international bodies. For example, in December 2010, the Basel Committee on Banking Supervision (BCBS)

announced a revised global regulatory framework known as Basel III. Basel III, among other things, increased the required

quality and quantity of capital held by banks and introduced new standards for the management of liquidity risk. The BCBS

continues to refine this framework, while, in July 2017, APRA took steps to implement the next wave of capital requirements for

banks by clarifying its expectations for banks to hold ‘unquestionably strong’ levels of capital. In other cases, authorities in the

various jurisdictions in which we operate or obtain funding may propose regulatory change for financial institutions. Examples of

proposed regulatory change that could impact us include changes to accounting and reporting standards, derivatives reform

and changes to tax legislation (including dividend imputation). Further details on regulatory changes that may impact Westpac

(including the Basel III framework) are set out in ‘Significant developments’ in Section 1.


2


98 2017 Westpac Group Annual Report

Further changes may occur driven by policy, prudential or political factors. Westpac is currently operating in an environment

where there is increased political scrutiny of the Australian financial services sector. This environment has served to increase

the pace and scope of regulatory change. For example, as part of the Federal Government’s 2017 Budget, a series of reforms

impacting the banking sector were announced, including the introduction of the Bank Executive Accountability Regime (BEAR)

and a new levy on ADIs with liabilities of at least A$100 billion. Further details about the Bank Levy and BEAR are set out in

‘Significant developments’ in Section 1.


Legislation introduced in one jurisdiction may lead to other governments seeking to introduce similar legislation in their

jurisdiction. This was demonstrated by the South Australian Government’s proposal to introduce a levy on the banks that are

subject to the Federal Government’s Bank Levy. While it is unclear if the South Australian levy will come into effect, it is

possible that other governments may attempt to introduce their own version of the Bank Levy or similar legislation in the future.


As part of the heightened political scrutiny on the financial services sector, the Australian Government, other regulators and

parliamentary bodies are increasingly initiating reviews and inquiries (such as the Financial System Inquiry, the House of

Representatives Standing Committee on Economics’ ongoing ‘Review of Australia’s Four Major Banks’ and the Senate

Economics References Committee’s inquiry into consumer protection in the banking, insurance and financial sector, the

Productivity Commission Inquiry into Competition in the Australian Financial System and the ACCC inquiry into residential

mortgage pricing). These reviews and commissions of inquiry could lead to substantial regulatory change or investigations,

which could have a material impact on our business, prospects, financial performance or financial condition.


It is also possible that governments or regulators in jurisdictions in which we operate or obtain funding might revise their

application of existing regulatory policies that apply to, or impact, our business (including by instituting macro-prudential limits

on lending). Regulators or governments may take this action for a variety of reasons, including for reasons relating to national

interest and/or systemic stability.


Regulatory changes and the timing of their introduction continue to evolve and we manage our businesses in the context of

regulatory uncertainty and complexity. The nature and impact of future changes are not predictable and are beyond our control.

Regulatory compliance and the management of regulatory change are an important part of our planning processes. We expect

that we will be required to continue to invest significantly in compliance and the management and implementation of regulatory

change and, at the same time, significant management attention and resources will be required to update existing, or

implement new, processes to comply with new regulations. Furthermore, the challenge in managing regulatory change may be

heightened by multiple jurisdictions seeking to adopt a coordinated approach to the introduction of new regulations. Where

these jurisdictions elect not to adopt regulation in a uniform manner across each jurisdiction, this may result in conflicts

between the specific requirements of the different jurisdictions in which we operate.


For further information refer to ‘Significant developments’ in Section 1 and the sections ‘Critical accounting assumptions and

estimates’ and ‘Future developments in accounting standards’ in Note 1 to the financial statements.


Our businesses are highly regulated and we could be adversely affected by failing to comply with laws, regulations or

regulatory policy


We are responsible for ensuring that we comply with all applicable legal and regulatory requirements (including accounting

standards) and industry codes of practice in the jurisdictions in which we operate or obtain funding, as well as meeting our

ethical standards.


The Group is subject to compliance risk, which is the risk of legal or regulatory sanction or financial or reputational loss, arising

from our failure to abide by the compliance obligations required of us. This risk is exacerbated by the increasing complexity and

volume of global regulation. Compliance risk can also arise where we interpret our regulatory obligations, compliance

requirements and rights (including tax incentives) differently to our regulators or a court.


The Group’s failure, or suspected failure, to comply with a compliance obligation could lead to a regulator commencing an

investigation into the Group or taking other administrative or enforcement action against us. In addition, the failure or alleged

failure of our competitors to comply with their compliance obligations could lead to increased regulatory scrutiny across the

financial services sector.


In many cases, our regulators have broad administrative and enforcement powers. For example, under the Banking Act 1959

(Cth), APRA can, in certain circumstances, investigate our affairs and/or issue a direction to us (such as a direction to comply

with a prudential requirement, to conduct an audit, to remove a Director, executive officer or employee or not to undertake

transactions). Other regulators also have the power to investigate, including looking into past conduct.


The powers exercisable by our regulators may also be expanded in the future. For example, the Australian Government has

consulted on a proposal to provide ASIC with a product intervention power and has also consulted on expanding ASIC’s

powers to ban individuals working in the financial services sector. Further details are set out in ‘Significant developments’ in

Section 1.


Changes may also occur in the oversight approach of regulators which could result in a regulator exercising its enforcement

powers rather than adopting a more consultative approach.

Risk and risk management
2017 Westpac Group Annual Report 99

In recent years, there have been significant increases in the nature and scale of regulatory investigations, enforcement actions

and the quantum of fines issued by global regulators. The nature of regulatory activity can be wide-ranging and may result in

litigation, fines, penalties, reputational damage, revocation, suspension or variation of conditions of relevant regulatory licences

(including potentially requiring us to change or adjust our business model) or other enforcement or administrative action or

agreements (such as enforceable undertakings).


For example:


 In April 2016, ASIC commenced civil proceedings against Westpac in the Federal Court of Australia, alleging certain

misconduct in relation to the setting of the BBSW in the period April 2010 to June 2012, including market manipulation and

unconscionable conduct. Westpac is defending the proceedings;


 On 1 March 2017, ASIC commenced civil proceedings against Westpac in the Federal Court of Australia in relation to

certain home loan responsible lending practices (including interest only lending). Westpac is defending the proceedings;

and


 On 15 March 2017, Westpac entered into an enforceable undertaking with ASIC following ASIC’s industry-wide

investigation into wholesale Spot Foreign Exchange (FX) trading activity between January 2008 and June 2013. As part of

the enforceable undertaking, Westpac undertook, amongst other things, to continue to progress its program of

strengthening its policies and processes in its Spot FX trading business, with input from an independent expert.


Furthermore, regulatory activity may result in Westpac being exposed to the risk of litigation brought by third parties (including

through class action proceedings). The outcome of such litigation (including class action proceedings) may be payment of

compensation to third parties and/or further remediation activities. In addition, action taken in one jurisdiction may prompt

similar action to be taken in another jurisdiction.


During the year ended 30 September 2017, Westpac has responded to requirements, compulsory notices and requests for

information from its regulators as part of both industry-wide and Westpac-specific reviews, including in relation to matters

involving sales practices, responsible lending, reverse mortgages, interest only loans, the provision of financial advice and

ongoing advice service fees.


Regulatory investigations, litigation, fines, penalties, revocation, suspension or variation of conditions of relevant regulatory

licences or other enforcement or administrative action or agreements (such as enforceable undertakings) could, either

individually or in aggregate with other regulatory action, adversely affect our business, reputation, prospects, financial

performance or financial condition.


The failure to comply with financial crime obligations could have an adverse effect on our business and reputation


The Group is subject to anti-money laundering and counter-terrorism financing laws, anti-bribery and corruption laws and

economic and trade sanctions laws in the jurisdictions in which it operates. These laws can be complex, and are undergoing

change in a number of jurisdictions. Furthermore, in recent years there has been increased focus on compliance with these

obligations, with regulators around the globe commencing large-scale investigations and taking enforcement action where they

have identified non-compliance (often seeking significant monetary penalties).


While the Group has systems, policies, processes and controls in place that are designed to manage its financial crime

obligations, these may not always be effective. If we fail to comply with these obligations, we could face regulatory action such

as litigation, fines, penalties and the revocation, suspension or variation of licence conditions. Non-compliance could also lead

to litigation commenced by third parties (including class action proceedings) and cause reputational damage. These actions

could, either individually or in aggregate, adversely affect our business, reputation, prospects, financial performance or financial

condition.


Reputational damage could harm our business and prospects


Our ability to attract and retain customers and our prospects could be adversely affected if our reputation is damaged.


Reputation risk is the risk of loss of reputation, stakeholder confidence or public trust and standing. It arises where there are

differences between stakeholders’ current and emerging perceptions, beliefs and expectations and our current and planned

activities, processes, performance and behaviours.


During the full year ended 30 September 2017, we commenced a broader program to reduce complexity and resolve prior

issues that have the potential to impact customers and reputation. As part of these reviews, we are strengthening our

processes and controls in certain businesses and we have identified some prior instances where we are now taking action to

put things right so that our customers are not at a disadvantage from certain past practices. For further information about these

and other internal reviews, refer to Note 31 to the Financial Statements.


There are various potential sources of reputational damage, including failure to effectively manage risks in accordance with our

risk management frameworks, potential conflicts of interest, failure to comply with legal and regulatory requirements, failure to

meet our market disclosure obligations, regulatory investigations into past conduct, adverse findings from regulatory reviews

(including Westpac-specific and industry-wide reviews), making inaccurate public statements, environmental, social and ethical

issues, engagement and conduct of external suppliers, failure to comply with anti-money laundering and counter-terrorism

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100 2017 Westpac Group Annual Report

financing laws, anti-bribery and corruption laws, economic and trade sanctions legislation or privacy laws, litigation, failure of

information security systems, improper sales and trading practices, failure to comply with personnel and supplier policies,

improper conduct of companies in which we hold strategic investments, technology failures and security breaches and

inadequate record keeping which may prevent Westpac from demonstrating that a past decision was appropriate at the time it

was made.


Westpac may incur reputational damage where one of its practices fails to meet evolving community expectations. As these

expectations may exceed the standard required in order to comply with the law, Westpac may incur reputational damage even

where it has met its legal obligations. A divergence between community expectations and Westpac’s practices could arise in a

number of ways, including in relation to our product and services disclosure practices, the features and benefits available under

our products, pricing policies and use of data. Our reputation could also be adversely affected by the actions of the financial

services industry in general or from the actions of our competitors, customers, suppliers and other counterparties. Furthermore,

the risk of reputational damage may be heightened by the increasing use of social media.


Failure, or perceived failure, to appropriately address issues that could or do give rise to reputational risk could also impact the

regulatory change agenda, give rise to additional legal risk, subject us to regulatory investigations, regulatory enforcement

actions, fines and penalties or litigation brought by third parties (including class actions), require us to remediate and

compensate customers and incur remediation costs or harm our reputation among customers, investors and the marketplace.

This could lead to loss of business which could adversely affect our business, prospects, financial performance or financial

condition.


We could suffer information security risks, including cyberattacks


The proliferation of new technologies, the increasing use of the internet and telecommunications to conduct financial

transactions and the growing sophistication and activities of attackers (including organised crime and state-sponsored actors)

have resulted in increased information security risks for major financial institutions such as Westpac and our external service

providers.


While Westpac has systems in place to protect against, detect and respond to cyberattacks, these systems may not always be

effective and there can be no assurance that we will not suffer losses from cyberattacks or other information security breaches

in the future.


Our operations rely on the secure processing, storage and transmission of information on our computer systems and networks,

and the systems and networks of external suppliers. Although we implement measures to protect the security, integrity and

confidentiality of our information, there is a risk that the computer systems, software and networks on which we rely may be

subject to security breaches, unauthorised access, malicious software, external attacks or internal breaches that could have an

adverse impact on our confidential information or that of our customers and counterparties.


Major banks in other jurisdictions have suffered security breaches from sophisticated cyberattacks. Our external service

providers or other parties that facilitate our business activities (such as vendors, exchanges, clearing houses, central

depositories and financial intermediaries) are also subject to the risk of cyberattacks. Any such security breach could result in

the loss of customers and business opportunities, significant disruption to Westpac’s operations, misappropriation of Westpac’s

confidential information and/or that of our customers and damage to Westpac’s computers or systems and/or those of our

customers. Such a security breach could also result in reputational damage, claims for compensation and regulatory

investigations and penalties, which could adversely affect our business, prospects, financial performance, or financial condition.


Our risk and exposure to such threats remains heightened because of the evolving nature of technology, Westpac’s

prominence within the financial services industry, the prominence of our customers (including government, mining and health)

and our plans to continue to improve and expand our internet and mobile banking infrastructure.


We could suffer losses due to technology failures


The reliability, integrity and security of our information and technology is crucial in supporting our customers’ banking

requirements and meeting our compliance obligations and our regulators’ expectations.


While the Group has a number of processes in place to provide for and monitor the availability and recovery of our systems,

there is a risk that our information and technology systems might fail to operate properly or become disabled as a result of

events that are wholly or partially beyond our control. If we incur a technology failure we may fail to meet a compliance

obligation, which could result in a regulator commencing an investigation and/or taking administrative or enforcement action

against us.


Further, in order to continue to deliver new products and services to customers and comply with our regulatory obligations, we

need to regularly renew and enhance our technology. We are constantly managing technology projects including projects to

consolidate technology platforms, simplify and enhance our technology and operations environment, improve productivity and

provide for a better customer experience. Failure to implement these projects or manage associated change effectively could

result in cost overruns, unrealised productivity, operational instability or reputational damage. In turn, this could place us at a

competitive disadvantage and adversely affect our financial performance.


Risk and risk management
2017 Westpac Group Annual Report 101

Adverse credit and capital market conditions or depositor preferences may significantly affect our ability to meet

funding and liquidity needs and may increase our cost of funding


We rely on deposits, and credit and capital markets, to fund our business and as a source of liquidity. Our liquidity and costs of

obtaining funding are related to credit and capital market conditions.


Global credit and capital markets can experience periods of extreme volatility, disruption and decreased liquidity as was

demonstrated during the Global Financial Crisis. While there have now been extended periods of stability in these markets, the

environment remains unpredictable. The main risks we face are damage to market confidence, changes to the access and cost

of funding and a slowing in global activity or other impacts on entities with whom we do business.


As of 30 September 2017, approximately 30% of our total funding originated from domestic and international wholesale

markets. Of this, around 62% was sourced outside Australia and New Zealand. Customer deposits provide around 62% of total

funding. Customer deposits held by Westpac are comprised of both term deposits which can be withdrawn after a certain

period of time and at call deposits which can be withdrawn at any time.


A shift in investment preferences could result in deposit withdrawals by customers which could increase our need for funding

from other, potentially less stable, or more expensive, forms of funding.


If market conditions deteriorate due to economic, financial, political or other reasons, there may also be a loss of confidence in

bank deposits and we could experience unexpected deposit withdrawals. In this situation our funding costs may be adversely

affected and our liquidity and our funding and lending activities may be constrained.


If our current sources of funding prove to be insufficient, we may be forced to seek alternative financing. The availability of such

alternative financing, and the terms on which it may be available, will depend on a variety of factors, including prevailing market

conditions, the availability of credit, our credit ratings and credit market capacity. Even if available, these alternatives may be

more expensive or on unfavourable terms, which could adversely affect our financial performance, liquidity, capital resources or

financial condition. There is no assurance that we will be able to obtain adequate funding and do so at acceptable prices, nor

that we will be able to recover any additional costs.


If Westpac is unable to source appropriate funding, we may also be forced to reduce our lending or begin selling liquid

securities. Such actions may adversely impact our business, prospects, liquidity, capital resources, financial performance or

financial condition.


Westpac enters into collateralised derivative obligations, which may require Westpac to post additional collateral based on

movements in market rates, which has the potential to adversely affect Westpac’s liquidity or ability to use derivative obligations

to hedge its interest rate, currency and other financial instrument risks.


For a more detailed description of liquidity risk, refer to ‘Funding and liquidity risk management’ in Note 22 to the financial

statements.


Sovereign risk may destabilise financial markets adversely


Sovereign risk is the risk that foreign governments will default on their debt obligations, will be unable to refinance their debts

as they fall due or will nationalise parts of their economy including assets of financial institutions such as Westpac. Sovereign

defaults could negatively impact the value of our holdings of high quality liquid assets. There may also be a cascading effect to

other markets and countries, the consequences of which, while difficult to predict, may be similar to or worse than those

experienced during the Global Financial Crisis. Such an event could destabilise global financial markets adversely affecting our

liquidity, financial performance or financial condition.


Failure to maintain credit ratings could adversely affect our cost of funds, liquidity, competitive position and access to

capital markets


Credit ratings are independent opinions on our creditworthiness. Our credit ratings can affect the cost and availability of our

funding from capital markets and other funding sources and they may be important to customers or counterparties when

evaluating our products and services. Therefore, maintaining high credit ratings is important.


The credit ratings assigned to us by rating agencies are based on an evaluation of a number of factors, including our financial

strength, the quality of our governance, structural considerations regarding the Australian financial system and the credit rating

of the Australian Government. A credit rating downgrade could be driven by a downgrade of the Australian Government, the

occurrence of one or more of the other risks identified in this section or by other events including changes to the methodologies

used by the rating agencies to determine ratings.


A downgrade or series of downgrades to our credit ratings could have an adverse effect on our cost of funds and related

margins, collateral requirements, liquidity, competitive position and our access to capital markets. The extent and nature of

these impacts would depend on various factors, including the extent of any ratings change, whether our ratings differ among

agencies (split ratings) and whether any ratings changes also impact our competitors or the sector.



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102 2017 Westpac Group Annual Report

A systemic shock in relation to the Australian, New Zealand or other financial systems could have adverse

consequences for Westpac or its customers or counterparties that would be difficult to predict and respond to


There is a risk that a major systemic shock could occur that causes an adverse impact on the Australian, New Zealand or other

financial systems.


As outlined above, during the past decade the financial services industry and capital markets have been, and may continue to

be, adversely affected by market volatility, global economic conditions, geopolitical instability (such as threats of or actual

conflict occurring around the world) and political developments (such as Brexit). A shock to one of the major global economies

could again result in currency and interest rate fluctuations and operational disruptions that negatively impact the Group.


Any such market and economic disruptions could adversely affect financial institutions such as Westpac because consumer

and business spending may decrease, unemployment may rise and demand for the products and services we provide may

decline, thereby reducing our earnings. These conditions may also affect the ability of our borrowers to repay their loans or our

counterparties to meet their obligations, causing us to incur higher credit losses and affect investors’ willingness to invest in the

Group. These events could also result in the undermining of confidence in the financial system, reducing liquidity, impairing our

access to funding and impairing our customers and counterparties and their businesses. If this were to occur, our business,

prospects, financial performance or financial condition could be adversely affected.


The nature and consequences of any such event are difficult to predict and there can be no certainty that we could respond

effectively to any such event.


Declines in asset markets could adversely affect our operations or profitability


Declines in Australian, New Zealand or other asset markets, including equity, residential and commercial property and other

asset markets, could adversely affect our operations and profitability.


Declining asset prices also impact our wealth management business. Earnings in our wealth management business are, in

part, dependent on asset values because we typically receive fees based on the value of securities and/or assets held or

managed. A decline in asset prices could negatively impact the earnings of this business.


Declining asset prices could also impact customers and counterparties and the value of security (including residential and

commercial property) we hold against loans and derivatives. This may impact our ability to recover amounts owing to us if

customers or counterparties were to default. It may also affect our level of provisioning which in turn impacts our profitability

and financial condition.


Our business is substantially dependent on the Australian and New Zealand economies


Our revenues and earnings are dependent on economic activity and the level of financial services our customers require. In

particular, lending is dependent on various factors including economic growth, business investment, business and consumer

sentiment, levels of employment, interest rates, asset prices and trade flows in the countries in which we operate.


We conduct the majority of our business in Australia and New Zealand and, consequently, our performance is influenced by the

level and cyclical nature of lending in these countries. These factors are in turn impacted by both domestic and international

economic conditions, natural disasters and political events. A significant decrease in Australian and New Zealand housing

valuations could adversely impact our home lending activities because borrowers with loans in excess of their property value

show a higher propensity to default. In the event of defaults our security may be eroded, causing us to incur higher credit

losses. The demand for our home lending products may also decline due to adverse changes in tax legislation (such as

changes to tax rates, concessions or deductions), regulatory requirements or other buyer concerns about decreases in values.


Adverse changes to economic and business conditions in Australia and New Zealand and other countries such as China, India

and Japan, could also adversely affect the Australian economy and our customers. In particular, due to the current economic

relationship between Australia and China, particularly in the mining and resources sectors, a slowdown in China’s economic

growth could negatively impact the Australian economy. Changes in commodity prices, Chinese government policies and

broader economic conditions could, in turn, result in reduced demand for our products and services and affect the ability of our

borrowers to repay their loans. If this were to occur, it could negatively impact our business, prospects, financial performance or

financial condition.


An increase in defaults in credit exposures could adversely affect our liquidity, capital resources, financial

performance or financial condition


Credit risk is the risk of financial loss where a customer or counterparty fails to meet their financial obligations to Westpac. It is

a significant risk and arises primarily from our lending activities.


We establish provisions for credit impairment based on current information. If economic conditions deteriorate, some customers

and/or counterparties could experience higher levels of financial stress and we may experience a significant increase in

defaults and write-offs, and be required to increase our provisioning. Such events would diminish available capital and could

adversely affect our liquidity, capital resources, financial performance or financial condition.


Risk and risk management
2017 Westpac Group Annual Report 103

Credit risk also arises from certain derivative, clearing and settlement contracts we enter into, and from our dealings with, and

holdings of, debt securities issued by other banks, financial institutions, companies, clearing houses, governments and

government bodies, the financial conditions of which may be affected to varying degrees by economic conditions in global

financial markets.


For a discussion of our risk management procedures, including the management of credit risk, refer to the ‘Risk management’

section and Note 22 to the financial statements.


We face intense competition in all aspects of our business


The financial services industry is highly competitive. We compete, both domestically and internationally, with retail and

commercial banks, asset managers, investment banking firms, brokerage firms, other financial service firms and businesses in

other industries with emerging financial services aspirations. This includes specialist competitors that may not be subject to the

same capital and regulatory requirements and therefore may be able to operate more efficiently. Digital technologies are

changing consumer behaviour and the competitive environment. The use of digital channels by customers to conduct their

banking continues to rise and emerging competitors are increasingly utilising new technologies and seeking to disrupt existing

business models, including in relation to digital payment services. The Group faces competition from established providers of

financial services as well as from banking businesses developed by non-financial services companies.


If we are unable to compete effectively in our various businesses and markets, our market share may decline. Increased

competition may also adversely affect us by diverting business to our competitors or creating pressure to lower margins and

fees.


Increased competition for deposits could also increase our cost of funding and lead us to seek access to other types of funding

or reduce lending. We rely on bank deposits to fund a significant portion of our balance sheet and deposits have been a

relatively stable source of funding. We compete with banks and other financial services firms for such deposits. To the extent

that we are not able to successfully compete for deposits, we would be forced to rely more heavily on other, potentially less

stable or more expensive forms of funding, or reduce lending.


We are also dependent on our ability to offer products and services that match evolving customer preferences. If we are not

successful in developing or introducing new products and services or responding or adapting to changes in customer

preferences and habits, we may lose customers to our competitors. This could adversely affect our business, prospects,

financial performance or financial condition.


For more detail on how we address competitive pressures refer to ‘Competition’ in Section 1.


We could suffer losses due to market volatility


We are exposed to market risk as a consequence of our trading activities in financial markets, our defined benefit plan and

through the asset and liability management of our financial position. This is the risk of an adverse impact on earnings resulting

from changes in market factors, such as foreign exchange rates, commodity prices, equity prices and interest rates including

the potential for negative interest rates. This includes interest rate risk in the banking book, such as the risk to interest income

from a mismatch between the duration of assets and liabilities that arises in the normal course of business activities. If we were

to suffer substantial losses due to any market volatility it may adversely affect our business, prospects, liquidity, capital

resources, financial performance or financial condition. For a discussion of our risk management procedures, including the

management of market risk, refer to the ‘Risk management’ section.


We could suffer losses due to operational risks


Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external

events. It also includes, among other things, technology risk, model risk and outsourcing risk, as well as the risk of business

disruption due to external events such as natural disasters, environmental hazard, damage to critical utilities, and targeted

activism and protest activity. While we have policies, processes and controls in place to manage these risks, these may not

always be effective.


If a process or control is ineffective, it could result in an adverse outcome for Westpac’s customers. For example, a process

breakdown could result in a customer not receiving a product on the terms and conditions, or at the pricing, they agreed to. In

addition, inadequate record keeping may prevent Westpac from demonstrating that a past decision was appropriate at the time

it was made. If this was to occur, Westpac may incur significant costs in paying refunds and compensation to customers, as

well as remediating any underlying process breakdown. These types of failure may also result in increased regulatory scrutiny,

with a regulator potentially commencing an investigation and/or taking other enforcement, administrative or supervisory action.


We could incur losses from fraudulent applications for loans or from incorrect or fraudulent payments and settlements,

particularly real-time payments. Fraudulent conduct can also emerge from external parties seeking to access the bank’s

systems and customers’ accounts. If systems, procedures and protocols for managing fraud fail, or are ineffective, they could

lead to losses which could adversely affect our business, prospects, reputation, financial performance or financial condition.


As a financial services organisation, Westpac is heavily reliant on the use of data and models in the conduct of its business

(including in the calculation of risk-weighted assets). We are therefore exposed to model risk, being the risk of loss arising

because of errors or inadequacies in data or a model, or in the control and use of the model.

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104 2017 Westpac Group Annual Report

Westpac relies on a number of suppliers, both in Australia and overseas, to provide services to it and its customers. Failure by

these suppliers to deliver services as required could disrupt services and adversely impact Westpac’s operations, profitability or

reputation.


Operational risks can directly impact our reputation and result in financial losses (including through decreased demand for our

products and services) which would adversely affect our financial performance or financial condition.


The Group (and individual entities within the Group) may, from time to time, be involved in legal proceedings (including class

action proceedings), regulatory actions or arbitration arising from the conduct of their business. These may, either individually

or in aggregate, adversely affect the Group’s business, operations, prospects or financial condition. Such matters are subject to

many uncertainties (for example, the outcome may not be able to be predicted accurately) and the Group may be required to

pay money such as damages, fines, penalties or legal costs. The Group’s material contingent liabilities are described in Note

31 to the financial statements. There is a risk that these contingent liabilities may be larger than anticipated or that additional

litigation or other contingent liabilities may arise.


For a discussion of our risk management procedures, including the management of operational risk, refer to the ‘Risk

management’ section.


We could suffer losses due to conduct risk


Conduct risk is the risk that our provision of services and products results in unsuitable or unfair outcomes for our stakeholders

or undermines market integrity. This risk can manifest itself through the poor conduct of our employees, contractors and

external service providers. In addition, conduct risk could occur through the provision of products and services to our customers

that do not meet their needs or do not support market integrity. This could occur through a failure to meet professional

obligations to specific clients (including fiduciary and suitability requirements), poor product design and implementation, selling

products and services outside of customer target markets or a failure to adequately provide the products or services we had

agreed to provide a customer. While we have policies and processes that are designed to manage poor conduct outcomes,

these policies and processes may not always be effective. The failure of these policies and processes could result in financial

losses and reputational damage and this could adversely affect our business, prospects, financial performance or financial

condition.


We could suffer losses due to failures in governance or risk management strategies


We have implemented risk management strategies, frameworks and internal controls involving processes and procedures

intended to identify, monitor and manage risks including liquidity risk, credit risk, equity risk, market risk (such as interest rate

and foreign exchange risk), compliance risk, conduct risk, insurance risk, sustainability risk, related entity (contagion) risk and

operational risk, all of which may impact the Group’s reputation.


However, there are inherent limitations with any risk management framework as there may exist, or emerge in the future, risks

that we have not anticipated or identified. The effectiveness of risk management frameworks is also connected to the

establishment and maintenance of a sound risk management culture.


If any of our governance or risk management processes and procedures prove ineffective or inadequate or are otherwise not

appropriately implemented, we could suffer unexpected losses and reputational damage which could adversely affect our

business, prospects, financial performance or financial condition.


For a discussion of our risk management procedures, refer to the ‘Risk management’ section.


Climate change may have adverse effects on our business


We and our customers may be adversely affected by the physical risks of climate change, including increases in temperatures,

sea levels, and the frequency and severity of adverse climatic events including fires, storms, floods, and droughts. These

changes may directly impact us and our customers through reputational damage, environmental factors, insurance risk, and an

increase in defaults in credit exposures.


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.

Failure to effectively manage these transition risks could adversely affect our reputation, business, prospects, financial

performance or financial condition.


We could suffer losses due to environmental factors


We and our customers operate businesses and hold assets in a diverse range of geographic locations. Any significant

environmental change or external event (including fire, storm, flood, earthquake, pandemic, civil unrest or terrorism events) in

any of these locations has the potential to disrupt business activities, impact on our operations, damage property and otherwise

affect the value of assets held in the affected locations and our ability to recover amounts owing to us. In addition, such an

event could have an adverse impact on economic activity, consumer and investor confidence, or the levels of volatility in

financial markets, all of which could adversely affect our business, prospects, financial performance or financial condition.


Risk and risk management
2017 Westpac Group Annual Report 105

We could suffer losses due to insurance risk


We have exposure to insurance risk in our life insurance, general insurance and lenders mortgage insurance businesses, which

may adversely affect our business, operations or financial condition.


Insurance risk is the risk of mis-estimation of the expected cost of insured events, volatility in the number or severity of insured

events, and mis-estimation of the cost of incurred claims.


In the life insurance business, risk arises primarily through mortality (death) and morbidity (illness and injury) risks, the costs of

claims relating to those risks being greater than was anticipated when pricing those risks and policy lapses.


In the general insurance business, insurance risk arises mainly through environmental factors (including storms, floods and

bushfires) and other calamities, such as earthquakes, tsunamis and volcanic activity, as well as general variability in home and

contents insurance claim amounts. The frequency and severity of external events such as natural disasters is difficult to predict

and it is possible that the amounts we reserve for potential losses from existing events, such as those arising from natural

disaster events, may not be adequate to cover actual claims that may arise.


In the lenders mortgage insurance business, insurance risk arises primarily from unexpected downturn in economic conditions

leading to higher levels of mortgage defaults from unemployment or other economic factors.


If our reinsurance arrangements are not effective, this could also lead to greater risks, and more losses than anticipated.


We could suffer losses due to impairment of capitalised software, goodwill and other intangible assets that may

adversely affect our business, operations or financial condition.


In certain circumstances Westpac may be exposed to a reduction in the value of intangible assets. As at 30 September 2017,

Westpac carried goodwill principally related to its investments in Australia, other intangible assets principally relating to assets

recognised on acquisition of subsidiaries and capitalised software balances.


Westpac is required to assess the recoverability of the goodwill and other intangible asset balances on at least an annual basis

or wherever an indicator of impairment exists. For this purpose Westpac uses a discounted cash flow calculation. Changes in

the methodology or assumptions upon which the calculation is based, together with expected changes in future cash flows,

could materially impact this assessment, resulting in the potential write-off of part or all of the intangible assets.


Capitalised software and other intangible assets are assessed for indicators of impairment at least annually or on indication of

impairment. In the event that an asset is no longer in use, or its value has been reduced or that its estimated useful life has

declined, an impairment will be recorded, adversely impacting the Group’s financial condition. The estimates and assumptions

used in assessing the useful life of an asset can be affected by a range of factors including changes in strategy and the rate of

external changes in technology and regulatory requirements.


We could suffer losses if we fail to syndicate or sell down underwritten securities


As a financial intermediary, we underwrite listed and unlisted debt and equity securities. Underwriting activities include the

development of solutions for corporate and institutional customers who need capital and investor customers who have an

appetite for certain investment products. We may guarantee the pricing and placement of these facilities. We could suffer

losses if we fail to syndicate or sell down our risk to other market participants. This risk is more pronounced in times of

heightened market volatility.


Certain strategic decisions may have adverse effects on our business


Westpac, at times, evaluates and may implement strategic decisions and objectives including diversification, innovation,

divestment or business expansion initiatives, including acquisitions of businesses. The expansion or integration of a new

business, or entry into a new business, can be complex and costly and may require Westpac to comply with additional local or

foreign regulatory requirements which may carry additional risks. In addition, we may be unable to successfully divest

businesses or assets. These activities may, for a variety of reasons, not deliver the anticipated positive business results and

could have a negative impact on our business, prospects, engagement with regulators, financial performance or financial

condition.


Risk management


Westpac’s vision is to be one of the world’s great service companies, helping our customers, communities and people to

prosper and grow.


Effective risk management including a sound risk culture is one of the keys to achieving our vision as it influences our

customers’ experiences, the public’s perceptions, our financial performance, our reputation and our shareholders’ expectations.

It is critical to our future success. We regard managing risk as a core function performed at all levels of the Group.


The Risk Management Strategy is approved by the Board and reviewed by the Board Risk and Compliance Committee (BRCC)

on an annual basis or more frequently where required by a material business or strategy change or a material change to the

Group’s risk profile. It is owned by the Chief Executive Officer (CEO).


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For further information regarding the role and responsibilities of the BRCC and other Board committees in managing risk, refer

to Westpac’s 2017 Corporate Governance Statement available at www.westpac.com.au/corpgov.


The CEO and Executive Team are responsible for implementing our Risk Management Strategy and frameworks, and for

developing policies, controls, processes and procedures for identifying and managing risk in all of Westpac’s activities.


We adopt a Three Lines of Defence approach to risk management which reflects our culture of ‘risk is everyone’s business’ in

which all employees are responsible for identifying and managing risk and operating within the Group’s desired risk profile.


For a discussion of the risks to which Westpac is exposed, and its policies to manage these risks, refer to Westpac’s 2017

Corporate Governance Statement and Note 22 to the financial statements.


Credit risk

Credit risk is the risk of financial loss where a customer or counterparty fails to meet their financial obligations to Westpac.


We have a framework and supporting policies for managing the credit risk associated with lending across our business

divisions. The framework and policies encompass all stages of the credit cycle – origination, evaluation, approval,

documentation, settlement, ongoing administration and problem management. For example, we have established product-

based standards for lending to individuals, with key controls including minimum serviceability standards and maximum loan to

security value ratios. We offer residential property loans to both owner-occupiers and investors at both fixed and variable rates,

secured by a mortgage over the property or other acceptable collateral. Where we lend to higher loan to value ratios, we

typically also require lenders mortgage insurance. Similarly, we have established criteria for business, commercial, corporate

and institutional lending, which can vary by industry segment. In this area we focus on the performance of key financial risk

ratios, including interest coverage, debt serviceability and balance sheet structure. When providing finance to smaller business,

commercial and corporate borrowers we typically obtain security, such as a mortgage over property and/or a general security

agreement over business assets. For larger corporates and institutions, we typically also require compliance with selected

financial ratios and undertakings and may hold security. In respect of commercial property lending, we maintain loan origination

and ongoing risk management standards, including specialised management for higher value loans. We consider factors such

as the nature, location, quality and expected demand for the asset, tenancy profile and experience and quality of management.

We actively monitor the Australian and New Zealand property markets and the composition of our commercial property loan

book across the Group.


The extension of credit is underpinned by the Group’s Principles of Responsible Lending. This is reflected in our commitment to

comply with all local legislation, codes of practice and relevant guidelines and obligations to market our products responsibly

and stay in touch with the expectations of customers and the community.


Refer to Note 22 to the financial statements for details of our credit risk management policies.


Provisions for impairment charges on loans

For information on the basis for determining the provision for impairment charges on loans refer to ‘Critical accounting

assumptions and estimates’ in Note 14 to the financial statements.


Credit risk concentrations

We monitor our credit portfolio to manage risk concentrations. At 30 September 2017, our exposure to consumers comprised

72% (2016: 72%, 2015: 71%) of our on-balance sheet loans and 59% (2016: 58%, 2015: 57%) of total credit commitments. At

30 September 2017, 92% (2016: 91%, 2015: 90%) of our exposure to consumers was supported by residential real estate

mortgages. The consumer category includes investment property loans to individuals, credit cards, personal loans, overdrafts

and lines of credit. Our consumer credit risks are diversified, with substantial consumer market share in every state and territory

in Australia, New Zealand and the Pacific region. Moreover, these customers service their debts with incomes derived from a

wide range of occupations, in city as well as country areas.


Exposures to businesses, government and other financial institutions are classified into a number of industry clusters based on

groupings of related Australian and New Zealand Standard Industrial Classification (ANZSIC) codes and are monitored against

industry risk limits. The level of industry risk is measured and monitored on a dynamic basis. We also control the concentration

risks that can arise from large exposures to individual borrowers.


Liquidity risk

Liquidity risk is the risk that the Group will be unable to fund assets and meet obligations as they become due. This risk could

potentially arise as a result of:


 an inability to meet both expected and unexpected current and future cash flows and collateral needs without affecting

either daily operations or the financial condition of the bank; and/or


 inadequate market depth or market disruption impacting the ability to offset or eliminate a position at the market price.


The Westpac Group has a liquidity risk management framework which seeks to meet cash flow obligations under a wide range

of market conditions, including name specific and market-wide scenarios as well as meeting the requirements of the LCR.

Refer to Note 22 to the financial statements for a more detailed discussion of our liquidity risk management policies.

Risk and risk management
2017 Westpac Group Annual Report 107

Westpac debt programs and issuing shelves

Access in a timely and flexible manner to a diverse range of debt markets and investors is provided by the following programs

and issuing shelves as at 30 September 2017:


Program Limit Issuer(s) Program/Issuing Shelf Type

Australia

No limit WBC Debt Issuance Program

Euro Market

USD 2.5 billion WBC Euro Transferable Certificate of Deposit Program

USD 20 billion WBC/WSNZL

1

Euro Commercial Paper and Certificate of Deposit Program

USD 70 billion WBC Euro Medium Term Note Program

USD 10 billion WSNZL

1

Euro Medium Term Note Program

USD 40 billion WBC

2

Global Covered Bond Program

EUR 5 billion WSNZL

3

Global Covered Bond Program

Japan

JPY 750 billion WBC Samurai shelf

JPY 750 billion WBC Uridashi shelf

United States

USD 45 billion WBC US Commercial Paper Program

USD 10 billion WSNZL

1

US Commercial Paper Program

USD 35 billion WBC US Medium Term Note Program

USD 15 billion WBC (NY Branch) US Medium Term Deposit Note Program

No limit WBC (NY Branch) Certificate of Deposit Program

No limit WBC US Securities and Exchange Commission registered shelves

New Zealand

No limit WNZL Medium Term Note and Registered Certificate of Deposit Program

1

Notes issued under this program by Westpac Securities NZ Limited, London branch are guaranteed by Westpac New Zealand Limited, its


parent company.


2

Notes issued under this program are guaranteed by BNY Trust Company of Australia Limited as trustee of the Westpac Covered Bond Trust.


3

Notes issued under this program by Westpac Securities NZ Limited, London branch are guaranteed by Westpac New Zealand Limited, its parent


company, and Westpac NZ Covered Bond Limited.



Market risk

Market risk is the risk of an adverse impact on earnings resulting from changes in market factors, such as foreign exchange

rates, interest rates, commodity prices or equity prices. This includes interest rate risk in the banking book – the risk to interest

income from a mismatch between the duration of assets and liabilities that arises in the normal course of business activities.

Market risk arises in both trading and banking book activities.

Our trading activities are conducted in our Financial Markets and Treasury businesses. Financial Markets trading book activity

represents dealings that encompass book running and distribution activity. Treasury’s trading activity represents dealings that

include the management of interest rate, foreign exchange (FX) and credit spread risk associated with wholesale funding, liquid

asset portfolios and hedging of foreign currency earnings and capital deployed offshore.

Refer to Note 22 to the financial statements for a more detailed discussion of our market risk management policies.


2


108 2017 Westpac Group Annual Report

The table below depicts the aggregate Value at Risk (VaR), by risk type, for traded risk for the year ended 30 September:


Consolidated and Parent Entity 2017 2016 2015

$m High Low Average High Low Average High Low Average

Interest rate risk 16.0 4.6 8.5 14.0 4.6 8.8 18.1 7.0 11.4

Foreign exchange risk 9.4 0.6 3.1 12.2 1.4 5.1 11.8 0.5 3.6

Equity risk 0.4 0.0 0.1 2.9 0.1 0.3 0.6 0.1 0.3

Commodity risk

1

14.1 3.3 6.6 4.5 1.4 2.7 5.7 1.7 3.1

Other market risks

2

5.1 3.5 4.2 6.0 2.6 3.6 6.7 2.9 4.6

Diversification effect n/a n/a (8.6) n/a n/a (8.0) n/a n/a (7.2)

Net market risk 22.9 9.7 13.9 18.7 7.7 12.5 23.5 9.0 15.8

1

Includes electricity risk.

2

Include prepayment risk and credit spread risk (exposure to movements in generic credit rating bands).


The graph below compares the actual profit and loss from trading activities on a daily basis to VaR

1

over the reporting period:


Traded Risk: Actual Profit and Loss vs. VaR

01 October 2016 to 30 September 2017


Each point on the graph represents one day’s profit or loss from trading activities. The result is placed on the graph relative to

the associated VaR utilisation. The downward sloping line represents the point where a loss is equal to VaR utilisation.

Therefore, any point below the line represents a back-test exception (i.e. where the loss is greater than VaR).

Operational risk and compliance risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external

events. This definition is aligned to regulatory (Basel II) definition, including legal and regulatory risk but excluding strategic and

reputation risk. It also includes, among other things, technology risk, model risk and outsourcing risk.

The way operational risk is managed has the potential to positively or negatively impact our customers, our employees, our

financial performance and our reputation.

Compliance risk is the risk of legal or regulatory sanction, financial or reputational loss, arising from our failure to abide by the

compliance obligations required of us.

For information on our management of operational and compliance risk, refer to Westpac’s 2017 Corporate Governance

Statement, available at www.westpac.com.au/corpgov.



1

Westpac estimates VaR as the potential loss in earnings from adverse market movements and is calculated over a 1 day time horizon to a 99%

confidence level using 1 year of historical data.

(20)

(15)

(10)

(5)

-

5

10

15

20

- 5 10 15 20

Actual Profit

and Loss ($m)

Daily Value at Risk ($m)

Risk and risk management
2017 Westpac Group Annual Report 109

The Group’s Operational Risk Management Framework and Compliance Management Framework provide the basis for

divisions to identify, assess, measure, manage, monitor and report on their risks. The Operational Risk Management

Framework sets out the Group’s approach to managing operational risk, and is supported by a number of key Group-wide and

divisional operational risk policies. The Compliance Management Framework sets out the approach of Westpac Group to

managing compliance obligations and mitigating compliance risk, in order to achieve our compliance objective. This is

discussed in further detail in Note 22 to the financial statements.

Other risks

Business risk

The risk associated with the vulnerability of a line of business to changes in the business environment.

Conduct risk

The risk that our provision of services and products results in unsuitable or unfair outcomes for our stakeholders or undermines

market integrity.

The Westpac Group Code of Conduct describes the standards of conduct expected of our people, both employees and

contractors. It is supported by policies and procedures to manage conduct-related risks, including through our dealings in

financial markets, and through managing our statutory and professional obligations to specific clients, including fiduciary and

suitability requirements, and product management and design.

Sustainability risk

The risk of reputational or financial loss due to failure to recognise or address material existing or emerging sustainability

related environmental, social or governance issues.

The Group has in place a Sustainability Risk Management Framework that is supported by a suite of key policies and position

statements. These include the Principles for Doing Business, Responsible Investment Position Statement, Environmental,

Social and Governance (ESG) Credit Risk Policy, Climate Change Position Statement and Action Plan, Human Rights Position

Statement and Action Plan and sensitive sector position statements, and Responsible Sourcing Code of Conduct and

Framework, many of which are publicly available. The Sustainability Risk Management Framework was reviewed and updated

in 2017.

Westpac is also a signatory to a number of voluntary principles-based frameworks that guide the integration of ESG-related

issues into banking, lending and investment analysis. These include the Equator Principles, covering project finance activities

and the Principles for Responsible Investments, covering investment analysis.

Equity risk

The potential for financial loss arising from movements in equity values. Equity risk may be direct, indirect or contingent.

The Group’s direct equity risk arises from principal investments or net trading or underwriting positions in listed or unlisted

equities. It also includes seed funding, debt for equity swaps, equity derivatives and other situations where the value of

Westpac’s investment is directly affected by the change in value of the equity instrument to the full extent of that change.

Our indirect equity risk arises from movements in the equity markets that affect business performance e.g. income derived as a

result of managing or the administration of equity investments on behalf of other parties where fee income is based on the

value of funds under management.

Our contingent equity risk arises from normal lending activities secured by, or with recourse to, listed and/or unlisted equities or

to another equity-like source of risk protection. This risk materialises when there is a default, and a subsequent shortfall from

the realisation of equity-related assets that is not covered from other sources of recourse.

The Group has in place various policies, limits and controls which seek to manage these risks and the conflicts of interest that

can potentially arise.

Insurance risk

The risk in our licensed regulated insurance entities of mis-estimation of the expected cost of insured events, volatility in the

number or severity of insured events, and mis-estimation of the cost of incurred claims.

Subsidiaries within the Group undertake life insurance, general insurance and lenders mortgage insurance. They are governed

by independent boards and are subject to separate regulatory oversight and controls. These subsidiaries have reinsurance

arrangements in place to reduce risk, including from catastrophic events. They are capitalised to a level that exceeds the

minimum required by the relevant regulator.

Related entity (contagion) risk

The risk that problems arising in other Westpac Group members compromise the financial and operational position of the

authorised deposit-taking institution in the Westpac Group.

The Group has in place a Related Entity Risk Management Framework and a suite of supporting policies and procedures

governing the control of dealings with, and activities that may be undertaken by, Group members. Controls include the

measurement, approval and monitoring of, and limitations on, the extent of intra-group credit exposures and other forms of

2


110 2017 Westpac Group Annual Report

parent entity support, plus requirements related to control of Group badging, product distribution, promotional material, service-

level agreements and managing potential conflicts of interest.

Reputation risk

The risk of the loss of reputation, stakeholder confidence, or public trust and standing.

Reputation risk arises where there are differences between stakeholder’s current and/or emerging perceptions, beliefs and

expectations relative to our current and planned activities, performance and behaviours. It can affect the Group’s brands and

businesses positively or negatively. Stakeholder perceptions can include (but are not limited to) views on financial performance,

quality of products or services, quality of management, leadership and governance, history and heritage and our approach to

sustainability, social responsibility and ethical behaviour.

We have a Reputation Risk Management Framework and key supporting policies in place covering the way we manage

reputation risk as one of our key risks across the Group, including the setting of risk appetite and roles and responsibilities for

risk identification, measurement and management, monitoring and reporting. The Reputation Risk Management Framework

was reviewed and updated in 2017.

Structured entities

We are associated with a number of structured entities in the ordinary course of business, primarily to provide funding and

financial services products to our customers.

Structured entities are typically set up for a single, pre-defined purpose, have a limited life, generally are not operating entities

and do not have employees. The most common form of structured entity involves the acquisition of financial assets by the

structured entity that is funded by the issuance of securities to external investors (securitisation). Repayment of the securities is

determined by the performance of the assets acquired by the structured entity.

Under AAS, a structured entity is consolidated and reported as part of the Group if it is controlled by the parent entity in line

with AASB 10 Consolidated Financial Statements. The definition of control is based on the substance rather than the legal

form. Refer to Note 36 to the financial statements for a description of how we apply the requirements to evaluate whether to

consolidate structured entities and for information on both consolidated and unconsolidated structured entities.

In the ordinary course of business, we have established or sponsored the establishment of structured entities in relation to

securitisation, as detailed below.

Covered bond guarantors

Through our covered bond programs we assign our equitable interests in residential mortgage loans to a structured entity

covered bond guarantor which guarantees the obligations of our covered bonds. We provide arm’s length swaps to the covered

bond guarantor in accordance with relevant prudential guidelines. We have no obligation to repurchase any assets from the

covered bond guarantor, other than in certain circumstances where there is a breach of representation or warranty. We may

repurchase loans from the covered bond guarantor at our discretion, subject to the conditions set out in the transaction

documents.

As at 30 September 2017, the carrying value of assets pledged for the covered bond programs for the Group was $42.1 billion

(2016: $45.4 billion).

Refer to Note 25 to the financial statements for further details.

Securitisation structured entities

Through our securitisation programs we assign our equitable interests in assets (in respect of RMBS, principally residential

mortgage loans, and in respect of ABS, principally auto receivables) to structured entities, which issue securities to investors.

We provide arm’s length interest rate swaps and liquidity facilities to the structured entities in accordance with relevant

prudential guidelines. We have no obligation to repurchase any securitisation securities, unless there is a breach of

representation or warranty within 120 days of the initial sale (except in respect of our program in New Zealand which imposes

no such time limitation). We may remove assets from the program where they cease to conform with the terms and conditions

of the securitisation programs or through a program’s clean-up features.

As at 30 September 2017, our assets securitised through a combination of privately or publicly placed issues primarily to

Australian, New Zealand, European and Asian investors was $8.2 billion (2016: $9.5 billion).

Under AAS substantially all of the structured entities involved in our loan securitisation programs are consolidated by the

Group.

Refer to Note 25 to the financial statements for further details.

Risk and risk management
2017 Westpac Group Annual Report 111

Customer funding conduits

We arrange financing for certain customer transactions through a commercial paper conduit that provides customers with

access to the commercial paper market. As at 30 September 2017, we administered one significant conduit (2016: one), that

was created prior to 1 February 2003, with commercial paper outstanding of $0.4 billion (2016: $0.9 billion). We provide a letter

of credit facility as credit support to the commercial paper issued by the conduit. This facility is a variable interest in the conduit

that we administer and represents a maximum exposure to loss of $41 million as at 30 September 2017 (2016: $97 million).

The conduit is consolidated by the Group.

Refer to Note 25 to the financial statements for further details.

Structured finance transactions

We have entered into transactions with structured entities to provide financing to customers or to provide financing to the

Group. Any financing arrangements to customers are entered into under normal lending criteria and are subject to our normal

credit approval processes. The assets arising from these financing activities are generally included in loans, receivables due

from other financial institutions or available-for-sale securities. The liabilities arising from these financing activities are generally

included in payables due to other financial institutions, debt issues or financial liabilities designated at fair value. Exposures in

the form of guarantees or undrawn credit lines are included within contingent liabilities and credit-related commitments.

Other off-balance sheet arrangements

Refer to Note 38 to the financial statements for details of our superannuation plans and Note 31 for details of our contingent

liabilities, contingent assets and credit commitments.

Financial reporting

Internal control over financial reporting

The US Congress passed the Public Company Accounting Reform and Investor Protection Act in July 2002, which is commonly

known as the Sarbanes-Oxley Act of 2002 (SOx). SOx is a wide ranging piece of US legislation concerned largely with financial

reporting and corporate governance. We are obligated to comply with SOx by virtue of being a foreign registrant with the SEC

and we have established procedures designed to comply with all applicable requirements of SOx.

Disclosure controls and procedures

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our

disclosure controls and procedures (as defined in Rule 13a-15(e) under the US Securities Exchange Act of 1934) as of

30 September 2017.

Based upon this evaluation, our CEO and CFO have concluded that the design and operation of our disclosure controls and

procedures were effective as of 30 September 2017.

Management’s Report on internal control over financial reporting

Rule 13a-15(a) under the US Securities Exchange Act of 1934 requires us to maintain an effective system of internal control

over financial reporting. Refer to the sections headed ‘Management’s report on internal control over financial reporting’ and

‘Report of independent registered public accounting firm’ in Section 3 for those reports.

Changes in our internal control over financial reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the US Securities

Exchange Act of 1934) for the year ended 30 September 2017 that has been identified and that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.






2

Westpac’s approach to sustainability
112 2017 Westpac Group Annual Report

Sustainability performance

Westpac’s approach to sustainability

The Group’s approach to operating sustainably is designed to anticipate, respond to and shape the most pressing emerging

topics (issues and opportunities) that have the potential to materially impact customers, employees, suppliers, shareholders

and communities. We believe that as one of Australia’s largest companies we have a role to play in helping to create positive

social, economic and environmental impact, for the benefit of all. This view is embedded within our core business activities, and

aligns with the priorities set out in the Group’s strategy.

Guiding our approach

Accountability for the Group’s Sustainability Strategy starts with the Board and flows through to all employees. The Board has

responsibility for considering the social, ethical and environmental impact of the Group’s activities, setting standards and

monitoring compliance with sustainability policies and practices. The Westpac Sustainability Council, comprising senior leaders

from across the business and meeting four times a year, oversees strategic progress and guides the Group’s approach.

Progress against the sustainability strategy is reported to and discussed with the Executive Team and Board twice each year,

with other items discussed on an as needs basis.

Westpac’s sustainability strategy is based upon the use of the widely accepted global standard for corporate responsibility and

sustainable development, the AA1000 AccountAbility Principles Standard (2008).

Our sustainability principles

In line with AA1000, Westpac has adopted the Standard’s three key principles:


 Involving all stakeholders in identifying topics and developing strategy – Inclusivity;


 Evaluating all topics identified to determine the impact they may have on stakeholders and the Group’s operations –

Sustainability materiality; and


 Ensuring decisions, actions and performance, as well as communication with stakeholders, is responsive to the topics

identified – Responsiveness.


Frameworks and policies

Westpac responds to enduring and emerging material topics through frameworks and policies that are complementary to the

business strategy and form part of the Group’s overall approach to risk management. Collectively, they help to guide decisions,

manage risk and drive action. Key frameworks and policies include:


 Our Principles for Doing Business – which sets out the behaviours the Group expects to be judged against in pursuit of the

vision, and the framework to embed sustainable practices throughout the business in the areas of: governance and ethics;

customer practices; employee practices; care for the environment; community involvement; and supply chain

management;


 Our Sustainability and Reputation Risk Management Frameworks – which set out how the Group manages these risks in

operations, lending and investment decisions, and the supply chain provides a clear guide on roles and responsibilities

within the organisation, reflecting the Group’s ‘three lines of defence’ risk management approach; and


 A suite of policies that embed the principles and management requirements into day to day operations. These include

internal and external sensitive sector position statements, as well as Group-wide issue-based positions.


Sustainability leadership

Leadership in sustainability is regularly acknowledged and validated by a number of third party ratings and awards. During

2017, these included:


 Assessed as the most sustainable bank globally in the 2017 Dow Jones Sustainability Indices (DJSI) achieving a score of

94. This marks the fourth year in a row and 10th time that Westpac has achieved global banking sector leadership, and the

16th year in a row that Westpac has been recognised among global banking leaders;


 Assigned a Gold Class ranking in the RobecoSAM Sustainability Yearbook for 2017, released in January 2017; and


 Recognised as one of only ten Australian companies to achieve Leadership level in the 2017 CDP

1

, with a climate score of

A-. This puts Westpac among the top 22% of companies globally to achieve this level.



1

Formerly the Carbon Disclosure Project.

Westpac’s approach to sustainability
2017 Westpac Group Annual Report 113

Material sustainability topics

Westpac identifies the most material sustainability topics through regular assessments of industry trends, internal reports,

information from stakeholder engagement and independent research. The table below outlines those topics considered highly

material for the Group and its stakeholders, and further detailed in Westpac’s 2017 Sustainability Performance Report.

Prioritisation of material topics continues to be subject to annual independent external assurance by PricewaterhouseCoopers.

Material sustainability topic Full year responses and achievements

Customer

experience,

support and

access


Customers’ needs are

becoming more complex,

and at the same time they

want banking to be simpler

and more efficient.



Launched a new credit card, Westpac Lite, in response to customer feedback for a

simple, low rate and low limit ‘no frills’ credit card and also launched Westpac

SmartPlan, an online tool to help customers manage their credit card balance and

pay down their debts more easily;


 Introduced a number of new products and services such as ‘Bump Savings account’

which encourages savings habits early that allows parents and children to set and

track savings goals; and partnered with Mathspace to provide free access to online

maths education for all Australians; and


 Released a Financial Inclusion Plan outlining our vision for financial inclusion, with

priority areas of crisis and hardship, understanding money and inclusive growth.


Information

security and

data privacy


Maintaining customer

confidentiality and the

security of our systems is

paramount given the threat

of cyberattacks and the

evolving nature of

technology.

 Invested in new cybersecurity capability and additional dedicated resources to

counter new and emerging threats;


 Enhanced the resilience and security of systems to protect the privacy,

confidentiality, integrity and availability of customer information and sensitive

commercial data; and


 Delivered cybercrime information sessions to more than 3,000 business customer

across Australian capital cities.


Digital product

and service

transformation


Digitisation offers

opportunities to improve

efficiency and deliver

services in new ways,

including new fintech

business models which we

are embracing to better

meet changing customer

expectations.

 Introduced 160 new features and enhancements across digital banking platforms,

including:


- categorisation of customers transactions into groups such as bills and payments,

food and beverages etc;


- secured and unsecured personal loan applications where existing customers can

apply online, receive an instant response, accept their contract electronically and

receive funds automatically 24/7.


 Westpac Quick Transfer is a new function in our mobile banking app allowing

customers to make transfers among their own accounts without having to log in.

This was awarded a 2017 CANSTAR Innovation Excellence Award; and


 Continued to incubate and partner with a number of fintech start-ups to offer new

services for customers now and in the future.


Changing

regulatory

landscape


Supervision and regulation

in jurisdictions in which

Westpac operates continues

to evolve, creating

uncertainty in the operating

environment.

 Invested over $325 million during the year to enhance existing and implement new

processes to comply with recent regulatory and compliance changes; and


 For further detail, see Section 1 Information on Westpac.

Conduct and

culture


Conduct and culture is vital

for maintaining the trust of

customers, shareholders

and regulators.

 Established a customer advocate to provide a new independent avenue of review of

complaints for personal and small business customers;


 Rolled out refreshed ‘Doing the Right Thing’ mandatory compliance training which

aligns to our Values and includes an updated ethical awareness component;


 Improved alignment of sales practices to Our Service Promise by removing all sales

incentives for tellers and personal bankers are now incentivised equally for sales

and service;


 Updated Whistleblower Policy, increased the channels available to report matters,

and established a wellbeing and quality assurance process to ensure whistleblowers

receive adequate support;


 Continue to actively review the design and communication of our products and

services for fairness and suitability, and established Product Governance

Committees in each division; and


 Made progress in implementing industry reform initiatives, such as the conduct

background check protocol, through our commitment to the ABA-led Better Banking

Reform Program.

2


114 2017 Westpac Group Annual Report

Material sustainability topic Full year responses and achievements

Governance,

risk and

remuneration

Clear governance practices,

active management of risk,

commitment to compliance,

and fair remuneration in our

operations, supplier and

partner relationships is critical

to the longevity and financial

wellbeing of the Group.

 For further detail, see Section 1 Corporate governance and our Remuneration Report

and Section 2 Risk and risk management.

Financial and

economic

performance


Maintaining a healthy

financial performance and

strong balance sheet is vital

to the Group’s long term

sustainability.

 Delivered another sound performance with a cash return on equity of 13.8%

supported by disciplined business growth and well managed margins;


 Strengthened the balance sheet meeting APRA’s ‘unquestionably strong’ capital

benchmark capital ratio of 10.5%. On track for the implementation of the Net Stable

Funding Ratio on 1 January 2018; and


 Asset quality has improved with level of stressed assets decreasing over the year.


Climate

change

transition

and

opportunities


As a major financial

institution, Westpac has an

important role to play in

supporting the transition to a

sustainable economy model

aligned to a two degree

economy, meaning the

Australian economy reaches

net zero emissions by 2050.

 Informed by our climate scenario analysis completed in 2016, developed the next

phase of actions we are taking over the short, medium and long term demonstrating

our commitment to operate consistent with limiting global warming to less than two

degrees Celsius;


 Issued the first offshore foreign currency Climate Bond by an Australian bank, and

published the first Westpac Climate Bond Impact Report;


 Announced new targets to increase lending and facilitate climate change solutions;

and


 Continued to report climate related disclosures in our annual Sustainability

Performance Report and commenced alignment with the recommendations of the

Task Force on Climate-related Financial Disclosures (TCFD).


Value chain

sustainability

risks


We actively manage a range

of sustainability risks

(including climate change

and human rights) in our

value chain through our

lending to customers, our

investments in funds, and

through our supply chain.

 Continued to apply the Group’s Sustainability Risk Management Framework to the

identification, assessment and management of sustainability risks across the

organisation – including to decisions related to customers and suppliers;


 Refreshed and reset our Position Statement and 2020 Action Plan for both Human

Rights and Climate Change and updated other position statements, including

Financing Agribusiness and Providers of Payday Lending;


 Released our Responsible Sourcing Code of Conduct and established a global

Responsible Sourcing Steering Committee to oversee its application across

jurisdictions; and


 Released our first statement in response to the UK Modern Slavery Act requirements

for large companies operating in the UK to report on the steps taken to prevent

slavery and human trafficking in supply chains.


Inclusion

and diversity


As the population ages and

becomes more culturally

diverse, Westpac needs to

think creatively about how to

find, develop and retain the

right employees and tailor

services that consider diverse

customer needs.

 Reached 50% women in leadership roles and exceeded 40% women in general

management positions;


 Indigenous employment parity was maintained, whereby the proportion of Indigenous

Australians employed is 4%, reflecting the proportion of Indigenous Australians in the

wider Australian population;


 Hosted Australia’s first corporate LGBTIQ inclusion summit which featured a number

of high profile speakers from business, sports and entertainment;


 Announced our Accessibility Action Plan for 2017-2020 continuing our public

commitment to enhance access and inclusion for our employees, customers and

communities; and


 St.George Bank became the first Australian bank to be accredited as dementia-

friendly by Alzheimer’s Australia.


Talent

attraction

and retention


Attracting, retaining and

developing the right people

requires innovative

recruitment strategies and

working conditions to match

changing employee

expectations.

 Launched Certificate of Executive Leadership, a professional accreditation with the

Australian Graduate School of Management in Australia and the University of

Auckland in New Zealand to more than 900 leaders to strengthen the leadership

capabilities of our middle managers;


 Introduced Motivate, our new approach to performance, development and reward to

four divisions, with the remainder set to follow in 2018;


 To build the skills of the future and encourage a culture of lifelong learning,

LearningBank (our new learning and development platform) was extended to all

employees and to Westpac Scholars through the Westpac Bicentennial Foundation;

and


 Conducted a Group-wide employee engagement survey which demonstrated good

progress in all key areas and an overall engagement score of 79%, placing the

Group in the top 25% of companies globally against the survey benchmark.


For further detail, please see our Annual Review and Sustainability Report and Sustainability Performance Report.

Westpac’s approach to sustainability
2017 Westpac Group Annual Report 115

Sustainability objectives

Our 2013-2017 Sustainability Strategy sets measureable objectives against the following three priority areas:


 Embracing societal change: helping improve the way people work and live, as our society changes;


 Environmental solutions: helping find solutions to environmental challenges; and


 Better financial futures: helping customers to have a better relationship with money, for a better life.


Performance against sustainability objectives

1


Priority Objectives Full year 2017 performance

Help improve

the way

people work

and live, as

our society

changes

Ensure our workforce is

representative of the community

 Proportion of leadership roles held by women increased from 48% to 50%

achieving the Group’s 2017 target;


 Recruited an additional 177 people who identify as Aboriginal and Torres Strait

Islander peoples, bringing to 628 those recruited and exceeding our three year

goal of 500 by 2017;


 Participation of mature aged workers (50+) is 22.2%, up from 21.5% a year ago;

and


 Financial wellbeing of women aged 40+ as rated by the BT Financial Health Index

survey remained stable.


Extend length and quality of

working lives

 Mean employee retirement age was 62.3 years, up compared to a year ago; and


 Workplace wellbeing as measured by the Work Ability Index remained within the

‘good’ range.


Anticipate the future product and

service needs of ageing and

culturally diverse customers

 Increased convenience for multi-cultural customers by enabling foreign currency

accounts in core currencies to be opened via Westpac Live online banking;


 Introduced new Bereavement Support sites on the websites for all our major bank

brands, as well as Bereavement customer guide booklets;


 Improved online guidance and banker training supporting bereaved customers for

all four bank brands in Australia;


 Launched educational videos via the Westpac Davidson Institute to help new

arrivals and multicultural Australians better understand Australian super, tax and

the process of transferring money overseas; and


 Launched live stream videos via our social media platforms with tips on how

Chinese students in the midst of planning their move to Australia can manage

their finances.


Help find

solutions to

environmental

challenges

Provide products and services to

help customers adapt to

environmental challenges

 Since 2013 launched nine unique products/services, including incorporation of

sustainability market data into the Panorama investment platform and announced

as the preferred financial partner for the Tasmanian Energy Efficiency Loan

Scheme.


Increase lending and investment

in CleanTech and environmental

services

 Increased committed exposure to the CleanTech and environmental services

sector relative to 2016, taking total committed exposure to $7.0 billion, surpassing

the 2017 target by 16%.


Reduce our environmental

footprint

 Maintained carbon neutral status and achieved a reduction of more than 40% in

office paper consumption since 2012;


 Bank of Melbourne’s 525 Collins Street branch became the first 6 Star Green Star

bank branch in Victoria, reflecting leading eco-efficient practices;


 Achieved 2017 power usage effectiveness target of 1.6 and surpassed the 2017

energy efficiency target with 169 kWh/m

2

; and


 Recycling rates and water consumption in Sydney head offices improved to 75%

and 104,866 kL respectively.




1

All results as at 30 September 2017 except environmental footprint which is as at 30 June 2017. Refer to www.westpac.com.au/sustainability for

glossary of terms and metric definitions.

2


116 2017 Westpac Group Annual Report

Priority Objectives Full year 2017 performance

Help

customers to

have a better

relationship

with money,

for a better

life

Ensure all our customers

have access to the right

advice to achieve a

secure retirement

 Lifted engagement between customers and BT Adviser View to increase transparency on

quality of advice and service; and


 BT Advice average customer satisfaction rating was 4.91 out of 5.00 for 2017, above the

target of 4.90.


Help our customers meet

their financial goals in

retirement

 The proportion of Group customers with Group superannuation was 7.5%, a decrease

compared to 7.8% in 2016;


 Launched SuperCheck, a tool which allows our customers to find all their superannuation

within 60 seconds and open an account and rollover in three clicks, in Westpac and

St.George group channels; and


 ‘Wealth Review’ tool provided members and their families key insights into their financial

position.


Increase access to

financial services in the

Pacific

 Launched Choice Wantok, an ambitious financial inclusion program in PNG as part of a

joint venture between Westpac and the Pacific Financial Inclusion Program;


 Met 2017 target for the number of 300,000 Choice Basic banking customers in our Pacific

operations ahead of schedule; and


 There were nearly 177,000 mobile banking activations and over 330,000 In-store

transactional volumes as at 30 September 2017.


Help people gain access

to social and affordable

housing and services

 Lent over $1.32 billion to the social and affordable housing sector, up from $1.05 billion at

30 September 2016 and short of our $2 billion 2017 target.

Westpac’s approach to sustainability
2017 Westpac Group Annual Report 117

Five year non-financial summary

1


Key trends across a range of non-financial areas of performance are provided in the following five year non-financial summary,

with a more detailed account of sustainability performance included in our Annual Review and Sustainability Report and

Sustainability Performance Report.


2017 2016 2015 2014 2013

Customer

Total customers (millions)

2

13.8 13.4 13.1 12.8 12.2

Digitally active customers (millions)

3

5.3 4.9 4.9 4.7 4.2

Branches

4

1,251 1,310 1,429 1,534 1,544

Branches with 24/7 capability (%)

5

29 27 22 15 -

ATMs 3,665 3,757 3,850 3,890 3,814

Smart ATMs (%)

6

44 37 31 24 17

Change in consumer compliments (%) - Australia 19 38 - - -

Change in consumer complaints (%) - Australia (18) (31) (31) (27) (15)

Change in consumer complaints (%) - NZ (21) (7) (18) (16) 19

Wealth customer penetration (%)

7

17.6 19.1 19.7 20.0 18.7


Employees

Total employees (full-time equivalent)

8

35,096 35,580 35,484 36,596 35,894

Employee voluntary attrition (%)

9

9.6 10.6 10.6 9.8 9.8

New starter retention (%)

10

84.7 85.5 85.3 88.0 86.7

Employee engagement index (%)

11

79 69 - - -

Lost Time Injury Frequency Rate (LTIFR)

12

0.6 0.8 0.8 1.1 1.5

Women as percentage of the total workforce (%) 58 58 59 59 60

Women in leadership (%)

13

50 48 46 44 42


Environment

Total Scope 1 and 2 emissions - Aust and NZ (tonnes CO

2

-e)

14

131,723 154,339 173,437 175,855 180,862

Total Scope 3 emissions - Aust and NZ (tonnes CO

2

-e)

15

68,415 63,016 67,899 73,871 85,013

Paper consumption - Aust and NZ (tonnes)

16

2,706 3,304 4,857 5,334 5,762


Sustainable lending and investment

CleanTech and environmental services attributable

financing - Aust and NZ ($m) 6,979 6,193 6,054 7,978 6,438

Proportion of electricity generation financing in renewables including

hydro - Aust and NZ (%)

17

65 59 61 59 55

Electricity generation portfolio emissions intensity

(tonnes CO

2

-e/MWh)

18

0.36 0.38 0.38 0.41 0.44

Finance assessed under the Equator Principles - Group ($m)

19

891 617 1,065 851 268

Responsible investment funds under management ($m)

20

21,881 18,723 15,017 - -


Social impact

Community investment ($m)

21

164 148 149 217 131

Community investment as a percentage of pre-tax profits - Group (%) 1.42 1.39 1.30 2.02 1.33

Community investment as a percentage of pre-tax operating profit

(cash earnings basis) 1.41 1.32 1.33 1.99 1.28

Financial education (participants)

22

112,263 59,596 65,538 49,812 32,577


Supply chain

23


Number of suppliers assessed against Responsible Sourcing

Code of Conduct 31 - - - -

Spend with indigenous Australian suppliers - Australia ($m)

24


2.5 1.6 1.2 - -


2


118 2017 Westpac Group Annual Report


1

All data represents Group performance as at 30 September unless otherwise stated.

2

All customers with an active relationship (excludes channel only and potential relationships).

3

Unique customers who have successfully authenticated (including Quickzone) into the digital banking platforms within 90 days. Figures

prior to 2016 are not comparable.

4

FY16 restated from 1,309 to 1,310.

5

Branches that allow customers to self-serve 24/7 via a range of devices that allow them to withdraw and deposit cash, coin exchange etc.

(not all these services would be available at every 24/7 zone). Access determined by individual location (i.e. shopping centre opening

hours may prevent 24/7 access).

6

ATMs with deposit taking functionality. Excludes old style envelope deposit machines.

7

Data based on Roy Morgan Research, respondents aged 14+; 12 month average to September. Wealth customer penetration is defined

as the proportion of Australians who have a Deposit or Transaction Account, Mortgage, Personal Lending or Major Card with the Westpac

Group and also have Managed Investments, Superannuation or Insurance with the Westpac Group.

8

Full-time equivalent employees include permanent (full-time and pro-rata part-time staff) employees, and temporary (overtime, temporary

and contract staff) employees.

9

Employee voluntary attrition refers to the total voluntary separation of permanent employees over the 12 month average total permanent

headcount for the period (includes full time, part time and maximum term employees). Westpac Pacific figures included since FY15.

10

Voluntary new starter retention over the 12 month rolling new starter headcount for the period (includes full time and part time permanent

employees). Westpac Pacific figures included since FY15.

11

New employee engagement survey conducted in 2016 and prior data not included due to change in survey methodology.

12

Lost Time Injury Frequency Rate (LTIFR) measures the number of Lost Time Injuries, defined as injuries or illnesses (based on workers

compensation claims accepted) resulting in an employee being unable to work for a full scheduled day (or shift) other than the day (or

shift) on which the injury occurred where work was a significant contributing factor, per one million hours worked in the rolling 12 months

reported. Westpac Pacific figures included since FY16.

13

Women in Leadership refers to the proportion of women (permanent and maximum term) in leadership roles across the Group. It includes

the CEO, Group Executives, General Managers, senior leaders with significant influence on business outcomes (direct reports to General

Managers and their direct reports), large (3+) team people leaders three levels below General Manager, and Bank and Assistant Bank

Managers.

14

Scope 1 greenhouse emissions are the release of greenhouse gases into the atmosphere as a direct result of Westpac's Australian and

New Zealand banking operations. Scope 2 emissions are indirect greenhouse gas emissions from consumption of purchased electricity

from Westpac's Australian and New Zealand banking operations. Australian data is prepared in accordance with the National Greenhouse

and Energy Reporting Act 2007. New Zealand data is prepared in accordance with the guidance for Voluntary Corporate Greenhouse Gas

Reporting published by the New Zealand Ministry for the Environment. These definitions also align with the GHG protocol and ISO 14064-

1 standard and are reported for the period 1 July to 30 June.

15

Scope 3 emissions are greenhouse gases emitted as a consequence of Westpac's Australian and New Zealand banking operations but by

another facility. Australian data is prepared in accordance with the National Carbon Offset Standard. New Zealand data is prepared in

accordance with the New Zealand Ministry for the Environment for GHG reporting. These definitions also align with the GHG protocol and

ISO 14064-1 standard and are reported for the period 1 July to 30 June.

16

Total copy paper purchased (in tonnes) by the Group as reported by its suppliers.

17

Measured as the percentage of indirect and direct financing (total committed exposure) to energy generation assets in the Australian and

New Zealand electricity markets.

18

Data is based on the reported exposures to energy generation (AUD lending only). The average financed emissions intensity is calculated

by weighting each loan (total committed exposures) by the emissions intensity of each company.

19

The Equator Principles is a voluntary set of standards for determining, assessing and managing social and environmental risk in project

financing.

20

BTFG funds applying an environmental, social and governance (ESG integration) approach. Data prior to 2015 not available due to

change in reporting methodology.

21

This amount includes monetary contributions, time contributions, management costs and in-kind contributions comprising gifts and

foregone fee revenue. The 2014 figure includes Westpac's $100 million contribution to the Westpac Bicentennial Foundation.

22

Total number of employees, customers and general public attending financial education courses offered by the Westpac Group during the

year (including online webinars). In Australia financial education covers personal, business and social sector content inclusive of modules

on financial basics, owning your home, building wealth, retirement planning, starting and growing a business and financials for non-profit

organisations. New Zealand and Pacific businesses deliver locally tailored programs.

23

New metrics introduced as we implement the Group’s Responsible Sourcing Code of Conduct.

24

Annual spend with businesses that are 51% or more owned and operated by an Aboriginal or Torres Strait Islander person and certified

with a relevant member organisation.

Other Westpac business information
2017 Westpac Group Annual Report 119

Employees

The number of employees in each area of business as at 30 September:


2017 2016 2015

Consumer Bank

1

10,162 9,207 9,240

Business Bank 3,136 3,186 3,060

BT Financial Group (Australia) 4,175 4,153 4,045

Westpac Institutional Bank 2,682 2,693 2,846

Westpac New Zealand

2

4,328 4,445 4,618

Group Businesses 10,613 11,896 11,675

Total Group businesses

3

35,096 35,580 35,484

1

Consumer Bank and Group Businesses employees impacted by the transfer of customer contact centres during 2017. Prior periods

were not restated

2

Comparatives have been restated for New Zealand contractors. (2016: increased by 300, 2015: increased by 243)

3

Total employees include full-time, pro-rata part time, overtime, temporary and contract staff.


2017 v 2016

Total employees decreased by 484 compared to 30 September 2016 from productivity initiatives that have streamlined and

digitised processes across both technology and operations, partly offset by investment in growth and productivity initiatives and

resources for compliance activities.


Property

We occupy premises primarily in Australia, New Zealand and the Pacific Islands including 1,251 branches (2016: 1,310) as at

30 September 2017. As at 30 September 2017, we owned approximately 1.6% (2016: 1.6%) of the premises we occupied in

Australia, none (2016: none) in New Zealand and 40% (2016: 40%) in the Pacific Islands. The remainder of premises are held

under commercial lease with terms generally averaging three to five years. As at 30 September 2017, the carrying value of our

directly owned premises and sites was approximately $95 million (2016: $102 million).

Westpac Place in the Sydney CBD is the Group’s head office. In December 2015, an Agreement for Lease was executed for

275 Kent Street, allowing for Westpac’s continued occupation of levels 1-23 until 2030, and for an earlier exit of levels 24-32 in

2024. This site is currently undergoing a refurbishment program and will have the capacity for over 6,000 staff in an agile

environment upon its completion.

Westpac also occupies levels 1-28 of T2 in International Towers Sydney with a lease extended until 2030. This site has a

capacity for over 6,000 personnel in an agile environment.

We continue a corporate presence in Kogarah, in the Sydney metro area, which is a key corporate office of St.George. The

Kogarah office has a 2,650 seat capacity and is home to ‘The Hive’, our innovation centre. A lease commitment at this site

extends to 2034 with five five-year options to extend.

In Melbourne, Westpac has occupied the majority of 150 Collins Street since October 2015 with a lease term that extends to

2026. This was Westpac’s first fully agile workspace environment with over 1,000 staff now occupying our new Melbourne

Head Office.

‘Westpac on Takutai Square’ is Westpac New Zealand’s head office, located at the eastern end of Britomart Precinct near

Customs Street in Auckland, contains 24,510 square metres of office space across two buildings and has a capacity of

approximately 2,110 seats. A lease commitment at this site extends to 2021, with two six-year options to extend.

Significant long term agreements

Westpac has no individual contracts, other than contracts entered into in the ordinary course of business, that would constitute

a material contract.


2


120 2017 Westpac Group Annual Report

Related party disclosures

Details of our related party disclosures are set out in Note 40 to the financial statements and details of Directors’ interests in

securities are set out in the Remuneration Report included in the Directors’ Report.

Other than as disclosed in Note 40 to the financial statements and the Remuneration Report, if applicable, loans made to

parties related to Directors and other key management personnel of Westpac are made in the ordinary course of business on

normal terms and conditions (including interest rates and collateral). Loans are made on the same terms and conditions

(including interest rates and collateral) as they apply to other employees and certain customers in accordance with established

policy. These loans do not involve more than the normal risk of collectability or present any other unfavourable features.

Auditor’s remuneration

Auditor’s remuneration, including goods and services tax, to the external auditor for the years ended 30 September 2017 and

2016 is provided in Note 39 to the financial statements.

Audit related services

Westpac Group Secretariat monitors the application of the pre-approval process in respect of audit, audit-related and non-audit

services provided by PricewaterhouseCoopers (PwC) and promptly brings to the attention of the BAC any exceptions that need

to be approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. The pre-approval guidelines are

communicated to Westpac’s divisions through publication on the Westpac intranet.

During the year ended 30 September 2017, there were no fees paid by Westpac to PwC that required approval by the BAC

pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.




Financial statements


Income statements

Statements of comprehensive income

Balance sheets

Statements of changes in equity

Cash flow statements

Notes to the financial statements


Note 1 Financial statements preparation Note 24 Offsetting financial assets and financial liabilities

Note 25 Securitisation, covered bonds and other

Financial

performance Note 25 transferred assets

Note 2 Se

gment reporting

Note 3 Net interest income Other assets, other liabilities, commitments and

Note 4 Non-interest income contin

gencies

Note 5 O

perating expenses Note 26 Intangible assets

Note 6 Im

pairment charges Note 27 Other assets

Note 7 Income tax Note 28 Provisions

Note 8 Earnin

gs per share Note 29 Other liabilities

Note 9 Avera

ge balance sheet and interest rates Note 30 Operating lease commitments

Note 31 Contin

gent liabilities, contingent assets and

Financial assets and financial liabilities Note 31 credit commitments

Note 10 Receivables due from other financial institutions

Note 11 Tradin

g securities and financial assets Capital and dividends

Note 11 desi

gnated at fair value Note 32 Shareholders’ equity

Note 12 Available-fo

r-sale securities Note 33 Capital adequacy

Note 13 Loans Note 34 Dividends

Note 14 Provisions for im

pairment charges

Note 15 Life insurance assets and life Grou

p structure

Note 15 insurance liabilities Note 35 Investments in subsidiaries and associates

Note 16 Pa

yables due to other financial institutions Note 36 Structured entities

Note 17 De

posits and other borrowings

Note 18 Other financial liabilities at fair value throu

gh Employee benefits

Note 18 income statement Note 37 Share-based

payments

Note 19 Debt issues Note 38 Su

perannuation commitments

Note 20 Loan ca

pital

Note 21 Derivative financial instruments Other

Note 22 Financial risk Note 39 Auditor’s remuneration

Note 23 Fair values of financial assets and financial Note 40 Related

party disclosures

Note 23 liabilities Note 41 Notes to the cash flow statements

Note 42 Subse

quent events

Statutory statements


Directors’ declaration

Management’s report on internal control over financial reporting

Independent auditor’s report to the members of Westpac Banking Corporation

Report of independent registered public accounting firm

3

Financial statements
122 2017 Westpac Group Annual Report


Income statements for the years ended 30 September

Westpac Banking Corporation


Consolidated Parent Entity

$m Note 2017 2016 2015 2017 2016

Interest income 3 31,232 31,822 32,295 30,865 31,803

Interest expense 3 (15,716) (16,674) (18,028) (17,765) (19,182)

Net interest income 15,516 15,148 14,267 13,100 12,621

Non-interest income 4 6,286 5,837 7,375 6,131 4,617

Net operating income before operating expenses and impairment charges 21,802 20,985 21,642 19,231 17,238

Operating expenses 5 (9,434) (9,217) (9,473) (7,898) (7,572)

Impairment charges 6 (853) (1,124) (753) (870) (922)

Profit before income tax 11,515 10,644 11,416 10,463 8,744

Income tax expense 7 (3,518) (3,184) (3,348) (2,620) (2,437)

Net profit for the year 7,997 7,460 8,068 7,843 6,307

Profit attributable to non-controlling interests (7) (15) (56) - -

Net profit attributable to owners of Westpac Banking Corporation 7,990 7,445 8,012 7,843 6,307

Earnings per share (cents)

Basic 8 238.0 224.6 255.0

Diluted 8 229.3 217.8 248.2


The above income statements should be read in conjunction with the accompanying notes.

Financial statements
2017 Westpac Group Annual Report 123

Statements of comprehensive income for the years ended 30 September

Westpac Banking Corporation


Consolidated Parent Entity

$m

2017 2016 2015 2017 2016

Net profit for the year

7,997 7,460 8,068 7,843 6,307

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Gains/(losses) on available-for-sale securities:

Recognised in equity 75 56 (148) 88 71

Transferred to income statements (3) (8) (73) (3) (1)

Gains/(losses) on cash flow hedging instruments:

Reco

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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.