ANZ 2018 Corporate Governance Statement
2018 CORPORATE
GOVERNANCE STATEMENT
CONTENTS
1. Overview of ANZ’s Approach to Governance 3
2. ANZ’S Areas of Focus 4
3. The Board 7
4. Performance Evaluations 12
5. Other Information 13
6. Role of Company Secretaries 14
7. Board Committees 15
8. Audit and Financial Govenance 19
9. Ethical and Responsible Decision - Making 20
10. Commitment to Shareholders 21
11. Continuous Disclosure 22
12. Economic, Environmental and Social 22
Sustainability Risks
13. Diversity and Inclusion 23
2
2018 CORPORATE GOVERNANCE STATEMENT
APPROACH
TO GOVERNANCE
1. OVERVIEW OF ANZ’S
APPROACH TO GOVERNANCE
ANZ’s strong governance framework provides a solid structure for
effective and responsible decision making at ANZ.
BOARD COMPOSITION
•ANZ’s Board is comprised of eight Non-Executive, independent
Directors (including an independent Chair, David Gonski, AC), and
one Executive Director — ANZ’s Chief Executive Officer (CEO),
Shayne Elliott.
•Three of ANZ’s Directors are female and six are male.
•The names and biographical details of each Director, including
their main associations outside ANZ, are available on ANZ’s
website at anz.com/directors and in the 2018 Annual Report.
GOVERNANCE FRAMEWORK THAT ASSISTS
THE BOARD TO MAKE TRANSPARENT AND
RESPONSIBLE DECISIONS
•Under ANZ’s Constitution, the Board may delegate any of its
powers to Committees of the Board. ANZ has five principal
Board Committees — the Audit Committee (chaired by Paula
Dwyer), the Ethics, Environment, Social and Governance (EESG)
Committee (chaired by David Gonski, AC), the Risk Committee
(chaired by Graeme Liebelt), the Human Resources Committee
(chaired by Ilana Atlas) and the Digital Business and Technology
Committee (chaired by Lee Hsien Yang). Each Committee has its
own Charter setting out its roles and responsibilities.
•At management level, the Group Executive Committee (ExCo)
comprises ANZ’s most senior executives. The members of
ExCo are set out on ANZ’s website at anz.com/exco. ANZ has a
delegations of authority framework that clearly outlines those
matters delegated to the CEO and other members of
senior management.
•ANZ also has a number of formally established management
committees that deal with particular sets of ongoing issues. They
operate in accordance with Group Guidelines that define their
decision making authority.
WEBSITE
Details of ANZ’s governance framework are located on ANZ’s website
at anz.com/corporategovernance. There you can read:
•the charters of the Board and each Board Committee;
•summaries of many of the documents and policies mentioned in
this Statement; and
•summaries of other ANZ policies of interest to shareholders
and stakeholders.
COMPLIANCE WITH ASX GOVERNANCE
RECOMMENDATIONS
ANZ confirms it has followed the Recommendations of the ASX
Corporate Governance Council throughout the 2018 financial year.
The information in this Statement is current as at 30 October 2018
and has been approved by ANZ’s Board.
This Statement, together with ASX Appendix 4G which relates to
this Statement, has been lodged with ASX and is located on ANZ’s
website anz.com/corporategovernance.
ANZ’s strong governance framework provides a solid structure for effective and
responsible decision making at ANZ.
3
2. BOARD AREAS OF FOCUS
This year the Board and its Committees have undertaken
key strategic, governance and oversight activities, including:
IMPROVING CUSTOMER OUTCOMES
-Providing oversight of ANZ’s approach to customer
satisfaction, including adoption of Net Promoter
System and customer complaint resolution with regular
discussion in relation to the key trends, themes and
issues in particular divisions
-Providing oversight of customer remediation activities
-Discussing reports on key matters affecting customers,
including in relation to the new Banking Code of
Practice and ANZ’s proposed implementation of it
and ANZ’s approach to:
-adopting the Sedgwick recommendations;
-supporting vulnerable customers; and
-product suitability for customers.
-Discussing ANZ’s research into financial wellbeing
and the way this is informing activities across ANZ
for customers, communities and employees
STRATEGY
-Participating in Strategy Day with CEO and Executive
Committee, reviewing global trends in banking
-Discussing with the CEO regular updates on ANZ’s
strategic priority of creating a simpler, better
balanced bank
-Discussing ongoing updates and progress on
business simplification, such as product, process and
technology simplification
-Providing oversight of the implementation of
New Ways of Working (NWOW) within Australia and
TSO and Group Centre divisions, including reviewing
the lessons learnt at other organisations that have
adopted similar methodologies; reviewing reports,
including external reports, in relation to the risk
assessment of the NWOW operating model and
the impact of NWOW on ANZ’s risk management
framework
-Assessing the impact of, and ANZ’s preparedness for,
major technology developments such as the New
Payments Platform and Open Banking
-Focusing on reviewing the management of Technology
Risk at ANZ
$
$
S
T
R
A
T
E
G
Y
P
U
R
P
O
S
E
A
N
D
V
A
L
U
E
S
-
L
E
D
T
R
A
N
S
F
O
R
M
A
T
I
O
N
F
I
N
A
N
C
I
A
L
I
M
P
R
O
V
I
N
G
C
U
S
T
O
M
E
R
O
U
T
C
O
M
E
S
R
E
G
U
L
A
T
O
R
Y
4
2018 CORPORATE GOVERNANCE STATEMENT
In addition to regular meetings of the Board in Melbourne and Sydney, the Board also met in the Australian Capital Territory and
New Zealand and have participated in a number of customer and employee facing events. The Board will also have meetings in
regional New South Wales and Western Australia during the remainder of the 2018 calendar year, with a focus on customer and
employee engagement.
PURPOSE AND VALUES-LED
TRANSFORMATION
-Renaming of the Environment, Sustainability and
Governance Committee to be the Ethics, Environment,
Social and Governance Committee, providing management
with a further vehicle to raise ethical and conduct issues for
broader discussion with Directors
-Discussing with the CEO regular updates in relation
to ANZ’s strategic priority of driving a purpose and
values-led transformation of the Bank to build trust and
improve our employee and customer propositions
-Providing oversight of the development of ANZ’s ethical
decision making framework
-Providing a continued focus on the oversight of ANZ’s
corporate culture, including reviewing results and
key themes of ANZ’s culture audits and ANZ’s staff
engagement survey and following up key issues raised
within those reports
FINANCIAL
-Reviewing and approving ANZ’s operating and
funding plans
-Providing oversight of capital management initiatives,
including the commencement, and subsequent increase
in size of, ANZ’s on-market share buy-back
-Providing oversight of ANZ’s approach to the
implementation of key accounting initiatives, including
the implementation of Australian Accounting
Standard AASB 9: Financial Instruments, and making
key accounting judgements, including in relation
to software assets amortisation, restructuring and
remediation provisioning
REGULATORY
-Providing oversight of ANZ’s approach to preventing
financial crime, including participating in an internal
conference for financial crime professionals and
meeting with AUSTRAC to discuss ANZ’s approach
-Providing oversight of ANZ’s preparedness for the
implementation of the Banking Executive Accountability
Regime, including approving changes in relation to
ANZ’s remuneration policy
-Following the announcement of the Royal Commission
into Misconduct in the Banking, Superannuation and
Financial Services Industry, meeting regularly to discuss
matters pertaining to it, including oversight of the
approach to the remediation of matters raised at
the Commission
$
$
S
T
R
A
T
E
G
Y
P
U
R
P
O
S
E
A
N
D
V
A
L
U
E
S
-
L
E
D
T
R
A
N
S
F
O
R
M
A
T
I
O
N
F
I
N
A
N
C
I
A
L
I
M
P
R
O
V
I
N
G
C
U
S
T
O
M
E
R
O
U
T
C
O
M
E
S
R
E
G
U
L
A
T
O
R
Y
5
BOARD OF DIRECTORS
From left to right: RT Hon Sir John Key, GNZM AC – Independent Non-Executive Director, John Macfarlane – Independent Non-Executive Director,
Paula Dwyer – Independent Non-Executive Director, David Gonski, AC – Chairman, Independent Non-Executive Director, Graeme Liebelt –
Independent Non-Executive Director, Ilana Atlas – Independent Non-Executive Director, Shayne Elliott – Chief Executive Officer, Executive Director,
Jane Halton, AO PSM – Independent Non-Executive Director, Lee Hsien Yang – Independent Non-Executive Director
Full biography details can be found on our website at anz.com/directors.
CORPORATE GOVERNANCE FRAMEWORK
CHIEF EXECUTIVE OFFICER
GROUP EXECUTIVE COMMITTEE
SHAREHOLDERS
BOARD RESERVED POWERS
AND DELEGATION OF
AUTHORITY POLICY
Digital Business
and Technology
Committee
Ethics, Environment,
Social and Governance
Committee
Human Resources
Committee
Audit
Committee
Risk
Committee
BOARD OF DIRECTORS
6
2018 CORPORATE GOVERNANCE STATEMENT
3. THE BOARD
3.1 MEMBERS OF THE BOARD
The roles of the Chairman and CEO are separate. David Gonski, AC has been Chairman since May 2014. David previously served as an
Independent Non-Executive Director on the Board from 2002 to 2007. Shayne Elliott has been CEO since 1 January 2016. As CEO, Shayne is not
required to seek re-election by shareholders every three years, in accordance with ASX Listing Rules.
The name of each ANZ Director, together with their appointment information, is set out below.
Directors
Appointed to the BoardLast election/re-election date
David Gonski, AC
2014
2017
Shayne Elliott (CEO)
2016
N/A
Ilana Atlas
2014
2017
Paula Dwyer
2012
2015 – will seek re-election at the 2018 AGM
Jane Halton, AO PSM
2016
2016
Rt Hon Sir John Key, GNZM AC
2018
Will seek election at the 2018 AGM
Lee Hsien Yang
2009
2015 – scheduled to retire at the 2018 AGM
Graeme Liebelt
2013
2016
John Macfarlane
2014
2017
3.2 ROLE OF THE BOARD
The Board is responsible for the oversight of ANZ and its sound and
prudent management, with specific duties as set out in its Charter.
● Male
● Female
Board Gender DiversityBoard Committee Chair Gender Diversity
33.33%
66.67%
40%
60%
The Charters of the Board and each of its principal
Committees are located on ANZ’s website at:
anz.com/corporategovernance
7
3.3 DIRECTORS’ ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The number of Board, and Board Committee, meetings held during the year and each Directors’ attendance at those meetings are set
out below.
3.4 CEO AND DELEGATION TO MANAGEMENT
The Board appoints the CEO and certain members of the senior
management team at ANZ, as set out in its Charter. The Board
delegates to the CEO, and through the CEO to senior management,
via the ANZ Delegations of Authority Policy, the authority and
responsibility to make decisions with the aim of achieving the
approved strategies and financial objectives of ANZ.
ExCo generally meets each month and is responsible for delivering
on ANZ’s purpose, to shape a world where people and communities
thrive. It does this by focusing on:
•All key stakeholders;
•Shaping ANZ’s culture and capabilities; and
•Tough choices in prioritising efforts and allocation of resources.
ANZ also has a number of formally established management
committees, each of which deals with particular sets of ongoing
issues and has clearly defined decision-making authority.
Column A - Indicates the number of meetings the Director was eligible to attend as a member.
Column B - Indicates the number of meetings attended. The Chairman is an ex-officio member of the Risk, Audit, Human Resources, Ethics, Environment, Social and Governance and Digital
Business and Technology Committees.
With respect to Committee meetings, the table above records attendance of Committee members. Any Director is entitled to attend these meetings and from time to time Directors attend
meetings of Committees of which they are not a member.
1.
The meetings of the Special Committee of the Board, Shares Committee and Committee of the Board as referred to in the table above include those conducted by written resolution.
Principal Board CommitteesOther Standing Committees
Board
Risk
Committee
Audit
Committee
Human
Resources
Committee
Ethics,
Environment,
Social and
Governance
Committee
Digital
Business
and
Te chno lo g y
Committee
Special
Committee
of the
Board
1
Committee
of the
Board
1
Shares
Committee
1
ABABABABABABABABAB
Ilana Atlas1212888844112211
Paula Dwyer121288888822
Shayne Elliott1212114433
David Gonski, AC12128888884444114433
Jane Halton, AO PSM12128844331111
Sir John Key, GNZM AC663322
Lee Hsien Yang121288884411
Graeme Liebelt12128888881111112211
John Macfarlane12128888441111
THE ANZ BOARD RESERVED
POWERS AND ANZ DELEGATIONS
OF AUTHORITY POLICY TOGETHER
COMPRISE A COMPREHENSIVE
DELEGATIONS OF AUTHORITY
FRAMEWORK THAT APPLIES
TO ALL EMPLOYEES AND
CONTRACTORS OF ANZ AND ITS
CONTROLLED ENTITIES.
8
2018 CORPORATE GOVERNANCE STATEMENT
3.5 BOARD COMPOSITION, SELECTION AND
APPOINTMENT
ANZ reviews its Board composition regularly. In assessing potential
candidates and in undertaking an annual review of the size and
composition of the Board, the EESG Committee takes the following
factors into account:
•relevant guidelines/legislative requirements in relation to
Board composition;
•a gap-analysis against the guiding principle to be considered in
connection with Board composition (below);
•Board membership requirements as articulated in the Board
Charter; and
•other considerations including ANZ’s strategic goals.
The guiding principle is that the Board’s composition should reflect
an appropriate mix having regard to such matters as:
•skills/experience across the key areas identified in the ANZ Board
Skills Matrix;
•tenure; and
•diversity.
The Board has an objective of maintaining at least 30% female
membership of the Board, with a longer-term aspiration of having
equal representation of females and males in its own composition.
When considering potential candidates, the Board also notes that
diversity has a much broader dimension and includes other matters
such as age and cultural identity (for example, ethnicity and country
of origin). The Committee also considers a candidate’s personal
qualities, communication capabilities as well as ability to effectively
challenge management, professional reputation and commitment
to ethical behavior.
The Committee also reviews and recommends the succession
planning for, and the process for electing, the Chairman of the Board,
as required.
More detailed information on ANZ’s nomination process
can be found in ANZ’s Board Composition, Selection and
Appointment document, available on ANZ’s website at
anz.com/corporategovernance.
THE EESG COMMITTEE HAS BEEN
DELEGATED RESPONSIBILITY
TO REVIEW AND MAKE
RECOMMENDATIONS TO THE
BOARD REGARDING BOARD
SIZE AND COMPOSITION, AND
TO IDENTIFY INDIVIDUALS
BELIEVED TO BE QUALIFIED TO
BECOME BOARD MEMBERS AND
RECOMMEND SUCH CANDIDATES
TO THE BOARD.
9
3.6 BOARD SKILLS AND EXPERIENCE
The table below sets out the key skills that the ANZ Board is looking to have in its membership, together with details of those skills that each
Director brings to the ANZ Board.
Skills that the Board is looking to
achieve in its membership
David
Gonski , AC
Shayne
Elliott
Ilana
Atlas
Paula
Dwyer
Jane
Halton,
AO, PSM
Lee Hsien
Yang
Rt Hon Sir
John Key,
GNZM AC
Graeme
Liebelt
John
Macfarlane
Banking and/or Financial
Services (experience outside
ANZ in significant components
of the banking or financial
services industry)
Te chno lo g y (experience in
enterprises having a major
technology, technology
related innovation or
digital focus)
Leadership role in organisations
of significant size including
experience in workplace culture
and/or remuneration
Risk Management and/or
Compliance (including but
not limited to financial risk
management, risk management
frameworks and non-financial risks
such as operational, compliance,
conduct and cyber security)
Regulatory/ Government Policy
(experience in relation to regulation/
government policy matters)
International business experience
Financial acumen (good
understanding of financial statements
relating to businesses of significant
size, including ability to probe the
adequacies of financial and related
risk controls)
NED experience in major listed
companies (Australian or overseas)
10
2018 CORPORATE GOVERNANCE STATEMENT
3.7 DIRECTOR INDEPENDENCE
ANZ’s Board Charter requires that the Board has a majority
of Non-Executive Directors who satisfy ANZ’s criteria for
independence. Those criteria are set out in the Board Charter and
are reviewed by the EESG Committee annually against the ASX
Governance Principles, the APRA Prudential Standards, and the US
director independence requirements.
The Audit Committee Charter sets additional independence criteria
for Audit Committee members which is also considered.
ANZ’s test for independence is whether a director has a material
relationship with ANZ. In summary, a relationship with ANZ is
regarded as material if a reasonable person in the position of a
Non-Executive Director of ANZ would expect there to be a real and
sensible possibility that it would influence a Director’s mind in:
•making decisions on matters likely to come regularly before
the Board or its Committees;
•objectively assessing information and advice given
by management;
•setting policy for general application across ANZ; and
•generally carrying out the performance of his or her role
as a Director.
3.8 CONFLICTS OF INTEREST
Over and above the issue of independence, each Director has a
continuing responsibility to determine whether he or she has a
potential, or actual, conflict of interest in relation to any material
matter which relates to the affairs of ANZ. Such a situation may arise
from external associations, interests or personal relationships.
ANZ has a Directors’ Disclosure of Interest Protocol and Procedures
for Handling Conflicts of Interest. It provides that a Director may not
exercise any influence over the Board if an actual or potential conflict
of interest exists.
The Protocol contains more information around ANZ’s approach to
handling conflicts of interest, which is available on ANZ’s website at
anz.com/corporategovernance.
3.9 OUTSIDE COMMITMENTS OF
NON-EXECUTIVE DIRECTORS
All Non-Executive Directors are required to notify the Chairman
before accepting any new outside appointment. The Chairman
reviews the proposed new appointment and considers the issue on
an individual basis — if applicable, the Chairman also considers the
issue of more than one Director serving on the same outside board
or other body.
The process the Chairman follows in carrying out this review, and the
factors considered, are set out in the Outside Commitments of
Non-Executive Directors document, which is available on ANZ’s
website at anz.com/corporategovernance.
If the Chairman proposes to accept a new outside appointment, the
longest serving Non-Executive Director substitutes for the Chairman
for the purpose of the review and approval process set out above.
Directors’ biographies as set out in the Directors’
Report (in the 2018 Annual Report) and located
on ANZ’s website at (anz.com/directors) highlight
their major associations outside ANZ.
DURING THE 2018 FINANCIAL
YEAR, THE BOARD REVIEWED
EACH NON-EXECUTIVE DIRECTOR’S
INDEPENDENCE AND CONCLUDED
THAT EACH NON-EXECUTIVE
DIRECTOR IS INDEPENDENT.
Further details of the criteria are set out on ANZ’s
website at anz.com/corporategovernance
11
4. PERFORMANCE EVALUATIONS
ANZ conducts annual performance evaluations — of strengths, weaknesses and overall effectiveness — of each Non-Executive Director, the
Chairman of the Board, the Board and the Board Committees.
Details of the usual evaluation processes are summarised below and set out in more detail in ANZ’s Board Renewal and Performance
Evaluation Protocol, which is available on ANZ’s website at anz.com/corporategovernance.
4.1 NON-EXECUTIVE DIRECTORS
For the evaluation of Non-Executive Directors, the Chairman usually
has a one-on-one meeting with the Non-Executive Director
addressing specified performance criteria, including compliance
with the Non-Executive Directors’ Code of Conduct.
4.2 CHAIRMAN OF THE BOARD
ANZ’s longest serving Non-Executive Director facilitates the
evaluation of the performance of the Chairman. This involves seeking
input from each Director about the performance of the Chairman of
the Board against the competencies required for the Chairman’s role
as approved by the Board.
4.3 THE BOARD
On a periodic basis, the performance of the Board is evaluated using
an independent external facilitator. ANZ expects this evaluation to
occur approximately every three years.
An internal evaluation of the Board is conducted in each year in
between the external evaluations. It is based on input from each
Director and each member of ExCo. It considers progress against any
recommendations implemented in light of the most recent externally
facilitated evaluation, together with any new issues that may
have arisen.
4.4 BOARD COMMITTEES
Each of the principal Board Committees usually conducts an annual
self- assessment to evaluate the Committee’s performance using
Guidelines approved by the ESG Committee.
The self-assessments involve feedback from Directors and those
members of management that regularly attend meetings of
the Committee.
4.5 SENIOR EXECUTIVES
The Remuneration Report in the 2018 Annual Report sets out how
the Board evaluates the performance of the CEO and other key senior
executives, including how we assess Risk and Process, Financial and
Discipline, Customer, and People and Reputation measures.
Relevant senior executive evaluations have been undertaken in
respect of the 2018 financial year in accordance with this process.
4.6 2018 EVALUATION PROCESSES UNDERTAKEN
As at the time of this report, the 2018 financial year evaluation of the
Chairman, Non-Executive Directors, the Board and Board Committees
had commenced.
For the 2018 financial year, these evaluations are being conducted
with external assistance and will focus on the work carried out
in relation to the self-assessment of governance, culture and
accountability at ANZ requested by APRA.
12
2018 CORPORATE GOVERNANCE STATEMENT
5. OTHER INFORMATION
5.1 APPOINTMENT DOCUMENTATION
Each new Non-Executive Director receives an appointment letter with a:
•Directors’ Handbook — the handbook includes information on a
broad range of matters relating to the role of a Director, including
information about all applicable policies; and
•Director’s Deed — each Director signs a Deed, currently in the
form approved by shareholders at the 2005 Annual
General Meeting.
The Deed covers a number of issues including indemnity,
directors’and officers’ liability insurance, the right to obtain
independent advice, confidentiality requirements and access
to information.
Each current Non-Executive Director received a letter at the
commencement of their term which sets out the terms of
their appointment.
Formal letters are provided to senior executives setting out the terms
of their appointment.
5.2 FIT AND PROPER PERSON CHECKS
AND BEAR SUITABILITY
ANZ has a robust senior management recruitment framework that
ensures individuals appointed to relevant senior positions have the
appropriate fitness and propriety to properly discharge their
prudential responsibilities.
The framework is set out in ANZ’s Fit and Proper Policy for APRA
Regulated Institutions. Before a new appointment is made to any of
the following positions, the policy requires assessments to be carried
out: each Director, relevant senior executives, and the lead partner of
ANZ’s External Auditor. The Board carries out assessments of ANZ’s
Non-Executive Directors, the Human Resources Committee assesses
the CEO and key senior executives and the Audit Committee assesses
the lead partner of ANZ’s External Auditor. The assessment includes:
•each individual providing attestations;
•the reviewer obtaining evidence of the individual’s material
qualifications; and
•the reviewer checking the individual’s past — for example:
for any criminal record, bankruptcy history and regulatory
disqualifications.
During the 2018 financial year, Annual Fit and Proper assessments
were carried out for each Non-Executive Director, the CEO, key senior
executives and the External Auditor.
The policy also sets out how the Board and HR Committee assesses
whether ANZ’s Accountable Persons are suitable to act in that
capacity pursuant to the requirements of the Banking Executive
Accountability Regime (BEAR).
A Fit and Proper Policy summary with more information
around the framework is available on ANZ’s website at
anz.com/corporategovernance.
5.3 INDUCTION TRAINING FOR DIRECTORS
Every new Director takes part in a formal induction program which
involves them receiving information about: ANZ’s values and culture;
the governance framework; the Non-Executive Directors’ Code of
Conduct; Director related policies; Board and Committee policies,
processes and key issues; financial management; and business
operations. Directors are also briefed by senior management about
matters concerning their areas of responsibility.
5.4 DIRECTORS RIGHT TO INDEPENDENT ADVICE
To help Directors fulfill their responsibilities, each Director has
the right (with the prior approval of the Chairman) to seek
independent professional advice, at ANZ’s expense, about his or her
responsibilities. In addition, the Board and each principal Committee
may, at ANZ’s expense, obtain whatever professional advice it
requires to assist in its work.
5.5 MEETING DIRECTOR SHARE QUALIFICATIONS
Within five years of each Non-Executive Director’s appointment, they
must accumulate, and then maintain, a holding in ANZ shares that
is equivalent to at least 100% of a Non-Executive Director’s base fee.
The requirement for the Chairman is 200% of that fee. Each Non-
Executive Director is in compliance with this requirement.
5.6 NON-EXECUTIVE DIRECTOR AND SENIOR
EXECUTIVE REMUNERATION
Information about the structure of the Non-Executive Directors’
remuneration and the remuneration of the CEO and other senior
executives is set out in the Remuneration Report in the 2018
Annual Report.
5.7 ELECTION AT NEXT ANNUAL GENERAL
MEETING
As allowed by ANZ’s Constitution and the Corporations Act 2001,
the Board may appoint a Non-Executive Director of ANZ at any time.
But that person must retire at the next Annual General Meeting.
If they wish to continue as a Director, they must seek election by
shareholders at that Annual General Meeting.
5.8 DIRECTORS TENURE AND RETIREMENT
ANZ’s Constitution requires a Non-Executive Director who wishes to
continue in their role to seek re-election by shareholders every three
years. This is consistent with the ASX Listing Rules.
In addition, ANZ’s Board Renewal and Performance Evaluation Protocol
requires Non-Executive Directors to retire when they have served three
consecutive 3-year terms after first being elected by shareholders.
However, in special circumstances, the Board may invite them to
extend their tenure.
5.9 CONTINUING EDUCATION FOR DIRECTORS
ANZ Directors take part in a range of training and continuing
education programs. In addition to their formal induction program,
Directors also receive regular bulletins designed to keep them abreast
of matters relating to their duties and responsibilities as Directors.
Each Committee also conducts its own continuing education sessions as
appropriate. For example, the Audit Committee receives regular briefings
on developments in accounting standards. Internal and external experts
are engaged, as required, to conduct education sessions.
13
6. ROLE OF COMPANY SECRETARIES
The Board is responsible for appointing ANZ’s Company Secretaries.
The Board has appointed three Company Secretaries. Profiles of ANZ’s
Company Secretaries can be found in the Directors’ Report (in the
2018 Annual Report).
One of them is the Group General Counsel, Bob Santamaria. He
provides legal advice to the Board and is responsible for the legal
function. He is accountable directly to the Board, through the Chair,
on all matters to do with the proper functioning of the Board.
He works closely with the Chair of the EESG Committee and the
Company Secretary to develop and maintain ANZ’s corporate
governance principles. He is responsible to the Board for the
Company Secretary’s Office function.
The Company Secretary, Simon Pordage, is responsible for
the operations of the Company Secretary’s Office including
administering Board and Board Committee meetings and associated
Board governance requirements for ANZ and its Australian
subsidiaries, overseeing the relationship with ANZ’s Share Registrar
and administering ANZ’s listed securities, including managing
distributions, and communication and lodgment of information with,
securities exchanges and corporate regulators. He is accountable
directly to the Board, through the Chair, on all matters to do with the
proper functioning of the Board.
He works closely with the Chair of the EESG Committee and the
Group General Counsel to develop and maintain ANZ’s corporate
governance principles.
John Priestley’s role is as a Senior Legal Advisor and he has no day
to day role in the Company Secretary’s Office function. However, he
remains a Company Secretary of ANZ.
THE COMPANY SECRETARY IS
ACCOUNTABLE DIRECTLY TO THE
BOARD, THROUGH THE CHAIR, ON
ALL MATTERS TO DO WITH THE
PROPER FUNCTIONING OF
THE BOARD.
14
2018 CORPORATE GOVERNANCE STATEMENT
7. BOARD COMMITTEES
7.1 MEMBERSHIP AND ATTENDANCE
Each of the principal Board Committees:
•is comprised solely of independent Non-Executive Directors —
and has at least three members;
•has its own Charter;
•has the power to initiate any special investigations it
considers necessary; and
•has the Board appoint one of its members as Chair.
Each year, the Board reviews Board Committee composition. The
Chairman is an ex-officio member of each principal Board Committee
and is Chair of the EESG Committee. The CEO is invited to attend
Board Committee meetings as appropriate. However, his presence is
not automatic and he does not attend if his remuneration is being
considered or discussed. Non-Executive Directors may attend any
meeting of any Committee.
Each Board Committee may, within the scope of its responsibilities,
have unrestricted access to management, employees and
information it considers relevant to the carrying out of its
responsibilities under its Charter.
Each Board Committee may require the attendance of any ANZ
officer or employee, or request the attendance of any external party,
at meetings as appropriate.
7.2 AUDIT COMMITTEE
The Audit Committee is responsible for providing oversight and
independent review of:
•ANZ’s financial reporting principles and policies, controls
and procedures;
•the effectiveness of ANZ’s internal control and risk
management framework;
•the work of Internal Audit (IA) which reports directly to the Chair
of the Audit Committee — see Section 8.1 of this Statement for
more information about IA;
•the integrity of ANZ’s financial statements and their
independent audit, and compliance with related legal
and regulatory requirements;
•any due diligence procedures;
•prudential supervision procedures and other regulatory
requirements (including reporting requirements) to the extent
they relate to financial reporting; and
•reports from major subsidiary audit committees.
The Audit Committee is also responsible for:
•appointing, overseeing, and annually evaluating the
External Auditor — including reviewing their independence,
fitness and propriety and qualifications;
•compensation of the External Auditor;
•if appropriate, replacing the External Auditor; and
•reviewing the performance and remuneration of the Group
General Manager, Internal Audit and making recommendations
to the Board as appropriate.
Under the Committee Charter:
•each member of the Audit Committee must be appropriately
financially literate; and
•collectively they must have the appropriate knowledge, skills
and experience (including industry experience) to effectively
discharge the Committee’s responsibilities.
The Board determined Paula Dwyer (Chair) was a ‘financial expert’
under the definition set out in the Audit Committee Charter. Although
the Board determined that Paula has the necessary attributes
to be a ‘financial expert’ in accordance with those requirements,
it is important to note that this does not give Paula additional
responsibilities to those of other members of the Audit Committee.
The Audit Committee meets with the External Auditor and internal
auditor without Management being present. The Chair of the Audit
Committee meets separately and regularly with IA, the External
Auditor and Management. The Deputy Chief Financial Officer is the
executive responsible for assisting the Chair of the Committee in
connection with the administration and efficient operation of
the Committee.
The CEO and CFO gave the Board the declarations concerning
the Group’s 2018:
•full year financial statements, and other matters, that are required
by s295A of the Corporations Act and Recommendation 4.2 of
the ASX Governance Principles; and
•half-year financial statements, and other matters, that are
required by Recommendation 4.2 of the ASX
Governance Principles
7.3 EESG COMMITTEE
The EESG Committee is responsible for:
•identifying and recommending prospective Board members and
ensuring appropriate succession planning for the position of
Chairman — see Section 3.5 of this Statement;
•ensuring there is a robust and effective process for evaluating the
performance of the Board, Board Committees and Non-Executive
Directors including the Chairman of the Board — see Section 4 of
this Statement;
•monitoring the effectiveness of ANZ’s approach to Board
diversity and reviewing and approving measurable objectives for
achieving gender diversity on the Board — see Section 13 of
this Statement;
•ensuring an appropriate Board and Board Committee structure
is in place;
•reviewing and approving the Charters of each Board Committee
except its own, which the Board reviews and approves;
•ensuring that an appropriate set of corporate governance
principles/ arrangements are developed and maintained for
application across ANZ;
•approving corporate sustainability objectives for ANZ and
reviewing its progress in achieving them; and
•advising management on relevant sustainability issues, and
reviewing minutes from management committees regarding
sustainability issues.
The Group General Counsel is the executive responsible for assisting
the Chair of the EESG Committee with the administration and
efficient operation of the Committee.
15
ANZ BOARD COMMITTEE MEMBERSHIPS
AS AT 30 OCTOBER 2018
7.4 HUMAN RESOURCES COMMITTEE
The Human Resources Committee assists, and makes
recommendations to, the Board in relation to remuneration
matters and senior executive succession.
The Committee is responsible for reviewing and making
recommendations to the Board on:
•remuneration matters relating to the CEO — details are in
the Remuneration Report in the 2018 Annual Report;
•remuneration matters, including incentive arrangements,
for other ANZ Board Appointees — other than the Group
General Manager, Internal Audit and ANZ Material Risk Takers;
•the design of executive remuneration structures and
significant incentive plans; and
•the Group’s Remuneration Policy.
In addition, the Committee:
•considers and approves the appointment of Board
Appointees — other than the Chief Risk Officer and Group
General Manager, Internal Audit which are addressed
separately by the Risk and Audit Committees respectively;
•considers and approves senior executive succession
plans — and makes recommendations to the Board on such
matters relating to the CEO; and
•monitors cultural alignment with ANZ Strategy and Values,
employee engagement and diversity and inclusion programs
— excluding Board diversity which is monitored by the
EESG Committee.
The Group Executive, Talent and Culture is responsible for assisting
the Chair of the Committee with the administration and efficient
operation of the Committee.
For more details on the activities of the Human Resources
Committee, see the Remuneration Report in the Annual Report.
AuditEthics, Environment, Social
and Governance
Human ResourcesRiskDigital Business and
Te chno lo g y
Membership
David Gonski, AC*
C
Ilana Atlas
C
Paula Dwyer
C, FE
Jane Halton, AO PSM
Sir John Key, GNZM AC
Lee Hsien Yang
C
Graeme Liebelt
C
John Macfarlane
Composition
•The Board appoints one
of its members, other than
the Chairman of the Board,
to serve as the
Committee’s Chair
•The Risk Committee Chair
is to be a member of the
Audit Committee and vice
versa to ensure relevant
information flows between
these committees
•Additional eligibility for
membership rules apply as
set out in clause 6.2 of the
Audit Committee Charter
•The Board appoints one
member of the Committee
as its Chair
•The Board appoints one
member of the Committee
as its Chair
•Committee membership is
to ensure some overlap in
membership between the
Risk and Human
Resources Committees
•The Board appoints one of
its members, other than the
Chairman of the Board, to
serve the Committee’s Chair
•Committee membership is
to ensure some overlap in
membership between the
Risk and Human
Resources Committees
•The Audit Committee Chair
is to be a member of the
Risk Committee and vice
versa to ensure relevant
information flows between
these committees
•The Board appoints one
member of the Committee
as its Chair
•All members are required to be independent,
Non-Executive Directors
•Minimum membership of each Committee is 3 Non-Executive
Directors which may include the Chairman of the Board
(ex Of ficio)
•Each Director may attend (but not vote at) a meeting of a
Committee of which he or she is not a member
•* ex Officio membership
C Chair
FE Financial Expert
16
2018 CORPORATE GOVERNANCE STATEMENT
AuditEthics, Environment, Social
and Governance
Human ResourcesRiskDigital Business and
Te chno lo g y
Membership
David Gonski, AC*
C
Ilana Atlas
C
Paula Dwyer
C, FE
Jane Halton, AO PSM
Sir John Key, GNZM AC
Lee Hsien Yang
C
Graeme Liebelt
C
John Macfarlane
Composition
•The Board appoints one
of its members, other than
the Chairman of the Board,
to serve as the
Committee’s Chair
•The Risk Committee Chair
is to be a member of the
Audit Committee and vice
versa to ensure relevant
information flows between
these committees
•Additional eligibility for
membership rules apply as
set out in clause 6.2 of the
Audit Committee Charter
•The Board appoints one
member of the Committee
as its Chair
•The Board appoints one
member of the Committee
as its Chair
•Committee membership is
to ensure some overlap in
membership between the
Risk and Human
Resources Committees
•The Board appoints one of
its members, other than the
Chairman of the Board, to
serve the Committee’s Chair
•Committee membership is
to ensure some overlap in
membership between the
Risk and Human
Resources Committees
•The Audit Committee Chair
is to be a member of the
Risk Committee and vice
versa to ensure relevant
information flows between
these committees
•The Board appoints one
member of the Committee
as its Chair
•All members are required to be independent,
Non-Executive Directors
•Minimum membership of each Committee is 3 Non-Executive
Directors which may include the Chairman of the Board
(ex Of ficio)
•Each Director may attend (but not vote at) a meeting of a
Committee of which he or she is not a member
•* ex Officio membership
C Chair
FE Financial Expert
17
7.5 RISK COMMITTEE
The Board is responsible for approving the Group’s risk appetite,
including risk appetite statement and risk management strategy.
This responsibility extends to overseeing management establishing
a sound risk management culture to facilitate effective risk
management throughout the Group, which in turn supports the
ability of ANZ to operate consistently within its risk appetite.
The Risk Committee assists the Board:
•by independently overseeing management’s implementation
of the risk management framework and its related operation;
•by taking a Group-wide view of ANZ’s current and future risk
position relative to the Group’s risk appetite and
capital strength;
•in discharging its responsibilities for business, market, credit,
equity and other investment, financial, operational, liquidity
and reputational risk management and for the management
of the Group’s compliance obligations; and
•by advising the Board on current and future risk appetite and
risk management strategy.
The Committee is authorised to approve credit transactions beyond
the approval discretion of management.
The Chief Risk Officer is responsible for assisting the Chair of the
Committee with the administration and efficient operation of
the Committee.
RISK MANAGEMENT FRAMEWORK
We have a risk management framework in place to monitor and
manage ANZ’s key risks. The Board, with the endorsement of the
Risk Committee, reviews the framework at least annually to satisfy
itself that the framework continues to be sound. This review was
conducted during the 2018 financial year.
7.6 DIGITAL BUSINESS AND TECHNOLOGY
COMMITTEE
The Digital Business and Technology Committee is responsible for
assisting the Board in the effective discharge of its responsibilities
in connection with the oversight of ANZ’s digital transformation,
data, technology, and technology-related innovation strategies.
It provides a forum for Committee members to question and
explore relevant matters in more depth than they could at a
Board meeting. The Committee is responsible for:
•monitoring and providing guidance as appropriate on,
matters relating to ANZ’s digital transformation, technology
and technology-related innovation strategies;
•monitoring the delivery of the key programs that form part
of ANZ’s digital transformation, technology and technology-
related innovation strategies;
•recommending to the Board and monitoring the delivery of
material digital transformation and technology investments,
including those exceeding AUD100 million; and
•reviewing the health and relevance of ANZ’s technology
suite, to ensure secure, stable and reliable services.
The Digital Business and Technology Committee uses the ANZ
International Technology and Digital Business Advisory Panel
experts to assist the Committee with such matters as may be
determined from time to time. The Panel attends each meeting
of the Committee, including a private session.
The Group Executive, Digital Banking is responsible for assisting
the Chair of the Committee with the administration and efficient
operation of the Committee.
7.7 ADDITIONAL COMMITTEES
In addition to the five principal Board Committees, the Board has
constituted two Committees, consisting solely of Directors, to assist
in carrying out specific tasks. They are:
•the Special Committee of the Board, which has the full power
of the Board and is convened as necessary between regularly
scheduled Board meetings to deal with urgent matters; and
•a Shares Committee, which has the power to manage
on behalf of the Board the issue of shares and options —
including under ANZ’s Employee Share Acquisition Plan and
Share Option Plan.
The Board also forms and delegates authority to ad-hoc Committees
of the Board as and when needed to carry out specific tasks.
18
2018 CORPORATE GOVERNANCE STATEMENT
8. AUDIT AND FINANCIAL
GOVENANCE
8.1 INTERNAL AUDIT
Internal Audit (IA) is independent of management. Its role is to
provide the Board and management with an independent appraisal
of the internal controls established by ANZ’s first (business) and
second (Group and Divisional Risk) lines of defence. IA operates
under a Board approved Charter. The outcome of IA’s work is reported
through the Audit Committee Chair to the Audit Committee. IA has a
direct communication line to the Group Chief Executive and the
External Auditor.
The IA team includes seven General Managers accountable for the
provision of audit services to their respective Divisions. The General
Managers, together with the Head of Audit Services and Group
General Manager, IA, form the IA Leadership Team. IA uses a global
audit pool structure, which comprises individuals with skills in
Technology, Credit Assurance, Culture Assessments, Data Analytics
and Operational audits. The global team is spread across
seventeen locations.
IA operates to the annual IA Plan, which is developed and reviewed in
line with ANZ’s overall risk appetite and risk management framework.
The Audit Committee reviews and approves the annual IA Plan and
any material changes to it. This ensures the Plan meets regulatory
requirements and covers all material risks. The Audit Committee also
approves the annual budget for the IA function.
All audit activities are conducted in accordance with ANZ policies
and values, including ANZ’s Employee Code of Conduct, as well
as local and international auditing standards promulgated by the
professional auditing bodies. The Group General Manager,
IA presents a quarterly report to the Audit Committee. The report
summarises: major activities and findings; statistics on issued audit
reports and ratings; and information about the internal audit
function — including progress on strategic initiatives, staffing and
other related matters.
IA assesses and reports on the effective and timely resolution of audit
issues raised.
8.2 EXTERNAL AUDIT
The External Auditor’s role is to provide an independent opinion that
ANZ’s financial reports are true and fair and comply with accounting
standards and applicable regulations. The External Auditor performs
an independent audit in accordance with Australian Auditing
Standards. The Audit Committee oversees ANZ’s Stakeholder
Engagement Model for Relationship with the External Auditor.
Under the Stakeholder Engagement Model, the Audit Committee is
responsible for appointing (subject to ratification by shareholders)
and also compensating, retaining and overseeing the
External Auditor.
The Stakeholder Engagement Model also stipulates that the
Audit Committee:
•pre-approves all audit, audit related and non-audit services
either on an engagement-by-engagement basis or under
specific pre-approval policies adopted by the Committee;
•regularly reviews the independence of the External
Auditor; and
•evaluates the effectiveness of the External Auditor.
The Stakeholder Engagement Model contains a number of
requirements as to non-audit services that the External Auditor may
provide, as well as recruitment and rotation requirements of external
auditor staff.
Information about the non-audit services provided by the External
Auditor, KPMG, during the 2018 financial year is set out in the
Directors’ Report in the 2018 Annual Report. That information
includes the cost of those services and a statement from the Board
as to its satisfaction with KPMG’s compliance with the related
independence requirements of the Corporations Act 2001. In
addition, the auditor has provided an independence declaration
under Section 307C of the Corporations Act 2001.
8.3 FINANCIAL CONTROLS
The Audit Committee oversees: ANZ’s financial reporting policies and
controls; the integrity of ANZ’s financial statements; the relationship
with the External Auditor; the work of IA; and the audit committees of
various significant subsidiary companies.
ANZ maintains a financial reporting governance framework that
evaluates the design of, and tests the operational effectiveness of,
key financial reporting controls. In addition, Senior Management
— including senior finance executives — complete half-yearly
certifications. These certifications comprise representations and
questions about financial results, disclosures, processes and control.
They are aligned with ANZ’s external obligations.
Any material issues arising from the evaluation and testing are
reported to the Audit Committee.
The Stakeholder Engagement Model can be found
on ANZ’s website at:
anz.com/corporategovernance
19
9. ETHICAL AND RESPONSIBLE
DECISION - MAKING
9.1 CODES OF CONDUCT
ANZ has two main Codes of Conduct —the Employee Code and
the Non-Executive Directors Code (the Codes). The Employee Code
supports ANZ’s values and provides ANZ employees with a practical
set of guiding principles to help them make fair, balanced and ethical
decisions in their day-to-day work. The Non-Executive Directors Code
recognises the different responsibilities that Directors have under law
and enshrines the same values and principles as the Employee Code.
The Codes require honesty, integrity, quality and trust. ANZ
employees and Directors are required to demonstrate these
behaviours and to comply with the Codes whenever they are
identifiable as representatives of ANZ.
The principles underlying the Codes are:
•we are ethical and professional;
•we act with integrity;
•we treat all people with respect and dignity;
•we manage conflicts of interest;
•we protect privacy and confidentiality;
•we comply with our Codes, the law and ANZ’s policies and
procedures; and
•we call out unacceptable behavior and stand up for what
is right.
The Codes are supported by the following detailed policies that
together form ANZ’s Conduct Policy Framework:
•ANZ Anti-Money Laundering and Counter-Terrorism
Financing Policy;
•ANZ Use of Systems, Equipment and Information Policy;
•ANZ Information Security Policy;
•ANZ Fraud Policy;
•ANZ Expenses, Travel and Entertainment Policy;
•ANZ Equal Opportunity, Bullying and Harassment Policy;
•ANZ Health and Safety Policy;
•Conflict of Interest Policy;
•Trading in ANZ Securities Policy;
•Trading in Non-ANZ Securities Policy;
•ANZ Reputation Risk Policy;
•ANZ Anti-Bribery and Anti-Corruption Policy; and
•ANZ Whistleblower Policy.
To support the Employee Code, ANZ’s Performance Improvement
and Unacceptable Behaviour Policy sets out:
•the principles ANZ will apply in determining whether an
employee has met its standards of performance, behaviour
and compliance; and
•if there is a breach, the consequences that should be applied.
Under this Policy and the Global Performance Management
Framework, any breach of the Employee Code that leads to a formal
consequence being applied to an employee (for example, a warning)
is recorded and taken into account in that employee’s performance
ratings and remuneration outcomes.
Directors’ compliance with the Non-Executive Directors Code forms
part of their annual performance review.
The Codes are available on ANZ’s website at
anz.com/corporategovernance.
9.2 SECURITIES TRADING
The Trading in ANZ Securities Policy prohibits trading in ANZ
securities by all employees, Directors and contractors who possess
information that is not generally available and that could be
reasonably expected to have a material, or significant, effect on the
price, or value, of an ANZ security.
The Policy specifically prohibits ANZ Directors and certain ‘restricted
persons’(which includes certain senior executives) and their
associates from trading in ANZ securities during ‘blackout periods’as
defined in the Policy. The Policy:
•excludes certain types of trading from the trading restrictions
under the Policy;
•allows in exceptional circumstances, and with prior written
clearance, trading during a prohibited period;
•prohibits employees and their associates from hedging
interests that have been granted under any ANZ employee
equity plan that are either unvested or subject to a holding
lock; and
•prohibits ANZ directors and restricted persons form using
ANZ securities in connection with a margin loan or similar
financing arrangement which may be subject to a margin call
or loan-to-value ratio breach.
The Policy is available on ANZ’s website at
anz.com/corporategovernance.
9.3 WHISTLEBLOWER PROTECTION
The Whistleblower Policy has been developed to ensure that all
employees, contractors and external auditors can freely and without
fear of repercussions raise concerns regarding actual or suspected
contraventions of ethical and legal standards, and to encourage the
disclosure of ‘reportable conduct.’
This includes conduct that is any one or more of the following:
unethical & unprofessional behavior, issues of honesty & integrity,
conflicts of interest, breaches of privacy & confidentiality, unsafe
work practices, potential breaches of human rights standards, or
practices or behaviours relating to general compliance with policies,
procedures and the law.
It requires ANZ to protect people who make a disclosure
of reportable conduct from being victimized or otherwise
disadvantaged as a consequence.
A whistleblower may make a disclosure under the Policy to their Line
Manager, a designated Whistleblower Protection Officer, or through
an independently managed Whistleblower Hotline.
20
2018 CORPORATE GOVERNANCE STATEMENT
ANZ ENCOURAGES SHAREHOLDERS
TO TAKE AN ACTIVE INTEREST IN
ANZ, AND SEEKS TO PROVIDE
SHAREHOLDERS WITH QUALITY
INFORMATION IN A TIMELY FASHION.
10. COMMITMENT TO
SHAREHOLDERS
Shareholders are the owners of ANZ and the
approach described below is reflected in the
Shareholder Communication and Shareholder
Meetings document, which is located on ANZ’s
website at : anz.com/corporategovernance
10.1 COMMUNICATION
To be able to make informed decisions about ANZ, and to
communicate views to ANZ, shareholders need an understanding of
ANZ’s business operations, performance and governance framework.
Generally, we do that through our reporting of results, the Annual
Report, the Annual Review, announcements and briefings to
the market, half yearly newsletters and through our dedicated
shareholder site anz.com.
We strive for transparency in all our business practices, and
we recognise the impact of quality disclosure on the trust and
confidence of shareholders, the wider market and the community.
To this end, ANZ, in addition to its scheduled results announcements,
issued Trading Updates to the market during the 2018 financial year.
If you require any information or wish to express
your view to ANZ on any matters of concern
or interest, then the contact details for ANZ
Investor Relations and ANZ’s Share Registrar,
Computershare Investor Services (including postal,
telephone and email) are set out in ANZ’s 2018
Annual Report and on ANZ’s website at:
anz.com/shareholder.
ANZ shareholders have the option of receiving communications
from, and sending communications to, ANZ and its Share
Registrar electronically.
ANZ also has a comprehensive investor relations program, which
facilitates effective communication with investors.
10.2 MEETINGS
To allow as many shareholders as possible to have an opportunity to
attend shareholder meetings, ANZ rotates meetings around capital
cities and makes them available to be viewed online using
webcast technology.
Information on meetings and presentations held
throughout this financial year are available on
ANZ’s website at: anz.com/shareholder
Before the Annual General Meeting, shareholders have the
opportunity to submit questions to the Chairman or CEO to enable
key common themes to be considered during the meeting.
The External Auditor attends ANZ Annual General Meetings and
is available to answer shareholder questions on any matter that
concerns them in their capacity as auditor.
Directors are also required to attend the Annual General Meeting,
except in unusual circumstances. After the meeting, they are
available to meet with, and answer questions from, shareholders.
Shareholders have the right to vote on various resolutions related
to company matters. Shareholders are encouraged to attend and
participate in meetings. But, if they are unable to attend a meeting,
then they can submit their proxies via post or electronically. If a vote
is taken on a poll (which is usual ANZ practice), then shareholders are
able to cast their votes on a confidential basis.
ANZ appoints an independent party, normally
KPMG, to verify the results of the meeting. Those
results are reported as soon as possible to the ASX
and posted on ANZ’s website at :
anz.com/shareholder
ANZ’s Notice of 2017 Annual General Meeting contained all material
information in its possession relevant to the election of the Directors
who stood for election, or re-election, at that AGM.
21
11. CONTINUOUS DISCLOSURE
ANZ’s practice is to release market sensitive information:
•to ASX immediately as required under the ASX Listing Rules;
•then to all relevant overseas securities exchanges on which
ANZ’s securities are listed; and
•then to the market and community generally through ANZ’s
media releases, website and other appropriate channels.
Designated Disclosure Officers are generally responsible for
reviewing proposed disclosures and making decisions in relation to
what information will be disclosed to the market. ANZ employees
and contractors must inform the Company Secretary (or in his
absence, the Group General Counsel) of any potentially price
sensitive information concerning ANZ as soon as they become
aware of it.
A summary of ANZ’s Continuous Disclosure Policy is available on
ANZ’s website at anz.com/corporategovernance.
12. ECONOMIC, ENVIRONMENTAL
AND SOCIAL SUSTAINABILITY RISKS
Details of ANZ’s material economic, environmental and social
sustainability risks, as well as details of how ANZ manages those
risks, are referred to in the Annual Review, ANZ’s Principal Risks and
Uncertainties and in the Annual Report, which are available on ANZ’s
website at anz.com/annualreport.
22
2018 CORPORATE GOVERNANCE STATEMENT
DIVERSITY AND
INCLUSION AT ANZ
13. DIVERSITY AND INCLUSION
13.1 CREATING AN INCLUSIVE WORKPLACE
ANZ believes in the inherent strength of a vibrant, diverse and
inclusive workforce in which the backgrounds, perspectives and life
experiences of our people help us to forge strong connections with
all our customers, to innovate and to make better decisions for
our business.
Diversity in this context includes age, caring responsibilities,
cultural identity, disability, gender expression and identity,
ethnicity, education, family/relationship status, sexual orientation,
religious beliefs, and/or socioeconomic background. Diversity
also encompasses the many ways people differ in terms of their
education, life experience, location, personality, ways of thinking,
and work experience
A summary of ANZ’s policy position on Diversity
and Inclusion is on ANZ’s website at:
anz.com/corporategovernance
13.2 LEADERSHIP, GOVERNANCE AND
ACCOUNTABILITY
ANZ’s Human Resources Committee plays an important role in
relation to ANZ’s people strategy, remuneration strategy and
approach to broader diversity and gender balance. The Committee’s
role includes annually reviewing progress against our diversity and
inclusion goals and targets (including progress towards achieving
gender equality), other diversity priorities and succession planning.
However, gender diversity matters in connection with the Board are
the responsibility of the EESG Committee.
The Human Resources Committee also reviews annual performance
and remuneration outcomes. This review:
•includes a focus on gender pay reporting, with all outcomes
reviewed by the CEO; and
•measures the following outcomes by gender: distribution of
performance ratings, change in salary, short term incentives,
and long term incentives.
ExCo sets annual CEO and Group targets for improving the
representation of Women in Management, and for creating a vibrant,
diverse and inclusive workforce. Progress on the percentage of
Women in Leadership is monitored on a monthly basis. The results
inform ANZ’s bonus pool and performance outcomes.
13.3 ANZ’S PROGRESS
Diversity and
inclusion targets
Progress
Increase the
representation of Women
in Leadership by 3% to
34.1% by 2020.
Group-wide representation of
Women in Leadership is at 32%.
This represents a 0.9% increase from
31.1% at 30 September 2017.
Recruit >1,000 people
from under-represented
groups including
Indigenous Australians,
people with a disability,
and refugees by 2020.
Since 2016, we have recruited 510
people from under-represented
groups. This figure is made up of 200
Indigenous Australians, 240 people
with a disability, and 70 refugees.
Maintain an organisation
inclusiveness score of at
least 93% in 2018.
We maintained an organization
inclusiveness score of 93% in 2018.
13.4 GENDER BALANCE AT BOARD, SENIOR
EXECUTIVE AND MANAGEMENT LEVELS
ANZ’s Board currently comprises nine directors, one Executive
Director (the CEO), and eight Non-Executive Directors, three of whom
are women. In August 2015, the EESG Committee set the objective
of achieving at least 30% female representation on the Board by the
end of calendar year 2017. This objective was achieved more than a
year early, and female representation on the Board is now at 33.3%.
The Board’s current objective is to maintain at least 30% female
representation on the Board. In the long term, the Board’s aspirational
goal is to have equal representation of females and males in its
own composition.
ANZ has four women on ExCo: the Deputy CEO and Group Executive
Wealth Australia; Chief Financial Officer; Group Executive Talent and
Culture; and Group Executive Digital Banking.
During the 2018 financial year, overall representation of Women in
Leadership increased to 32%. Senior executive female representation
decreased by 2% while executive female representation increased by
1.7%. Maintaining the focus on achieving gender balance remains a
key strategy across all of ANZ’s geographies and businesses.
As at 30 September 2018, females were appointed to 49% of all
employee directorships on subsidiary boards.
23
13.5 TARGETS AND PROGRESS FOR IMPROVING OUTCOMES IN GENDER EQUALITY
Annual targets have been set for Women in Management since 2004. Commencing in 2018, instead of measuring women in management,
we now measure women in leadership, targeting female representation at the Senior Manager, Executive and Senior Executive levels. Progress
and results for the 2018 financial year are set out below, defining each level of Management in relation to the CEO.
Group^
2017 Baseline
FY18 Actual %
of women
FY18 Actual number
of women
Senior Executives & Executives (incl ExCo)
27.8%28.9%
185
CEO-1: Group Executive Committee
33.3%33.3%
4
CEO-2: Senior Executives
1
27.2%25.2%
28
CEO-3: Executives
2
27.9%29.5%
153
Senior Managers
3
32.3%33.2%
604
Managers
4
43.0%43.1%
7,119
Total Women in Leadership
5
31.1%32%
789
Total Women in Non-Leadership
6
54.7%54.7%
22,064
ANZ Overall
53.4%53.4%
22,853
^ ”Group” includes all employees regardless of leave status (but not contractors, which are included in FTE).
1.
”Senior Executive” comprises persons holding roles within ANZ designated as Group 1. These roles typically involve leading one of: a large business, a geographic area, or the strategy, policy
and governance of business areas (excludes ExCo).
2.
”Executive” comprises persons holding roles within ANZ designated as Group 2.
3.
”Senior Manager” comprises persons holding roles within ANZ designated as Group 3.
4.
”Manager” comprises persons holding roles within ANZ designated as Group 4.
5.
”Total Women in Leadership” represents all ANZ Executive Committee roles and roles within ANZ designated as Group 1 to 3.
6.
”Non-Leadership” comprises women holding roles within ANZ designated as Group 4 to 6.
13.6 2019 DIVERSITY AND INCLUSION TARGETS
In 2019, we will continue to implement our diversity objectives, which are to:
•increase the representation of Women in Leadership by 3% to 34.1% by 2020; and
•recruit >1,000 people from under-represented groups including Indigenous Australians, people with a disability, and refugees by 2020.
More information on ANZ’s approach to diversity and inclusion is available in the 2018 Corporate Sustainability Review (independently assured
by KPMG). It will be published on ANZ’s website at anz.com/shareholders in December 2018.
Under the Workplace Gender Equality Act, ANZ is required to make annual public filings with the Workplace Gender Equality
Agency (WGEA), disclosing its “Gender Equality Indicators”. These reports are filed annually in respect of the 12 month period
ending March 31. ANZ’s latest filing is available on ANZ’s website: anz.com/WGEA
24
2018 CORPORATE GOVERNANCE STATEMENT
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.