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Chairman’s letter accompanying dividend statement

Dividend23 June 2019WBCFinancials

Westpac Place
275 Kent Street

Sydney NSW 2000

F

+61 2 8253 1215

24 June 2019




Market Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000




Chairman’s Letter accompanying Dividend Statement


Attached is a covering letter from the Chairman of Westpac Banking Corporation sent to

Shareholders today accompanying the 2019 Interim Dividend Statement.



For further information regarding the letter, please contact +61 (0)2 8253 4008.




Andrew Bowden

Head of Investor Relations




24 June, 2019

Dear Shareholder,

Thank you for your continued support of Westpac in what has been a very challenging period for the financial

services sector and for Westpac. We recognise that, as our owners, you have shared in those challenges –

including through a lower share price.

2018 Remuneration outcomes

Shareholder concerns were most evident at our 2018 Annual General Meeting where we received a

substantial vote against our Remuneration Report. The message that the Board’s determination of executive

remuneration was not in line with the expectations of our shareholders was very clear.

More specifically, the risk and reputation matters that emerged across the sector combined with a flat financial

performance in 2018 meant that many shareholders believed the Board did not apply enough downward

discretion to short-term variable remuneration outcomes (noting that long-term variable reward did not vest for

the third year in a row).

The Board is disappointed we did not meet your expectations on executive remuneration and we are

determined to do so in 2019. We are listening and responding to shareholder feedback and expect to make

further changes this year, including more effectively capturing non-financial risk elements of performance in

executive remuneration, improving the transparency of remuneration decisions, and applying discretion where

circumstances warrant. The remuneration outcomes from this very detailed process will be set out in our 2019

Annual Report which will be published in early November.

Lessons from the Royal Commission

In my report to shareholders in our 2018 Annual Report, I shared my views on the Royal Commission and the

lessons for Westpac. The Royal Commission’s Final Report has now been released, and, at the request of

APRA, we have also completed a detailed self-assessment of Westpac’s Culture, Governance and

Accountability (CGA).

Westpac has taken important lessons from these reports and has developed a range of actions to respond to

the findings and address our shortcomings. Where we can, we are taking action now. However, for many of

the Royal Commission recommendations we must wait for new legislation and regulation before

implementation.

Our CGA self-assessment highlighted that while our culture, governance and accountability settings in their

totality generally support the sound management of non-financial risks, our approach is less mature than our

approach to managing financial risks. At the same time, the report confirmed that we have an analytical and

consultative culture that can slow down decision making, create undue complexity and dilute accountability.

In response to these findings, a detailed program to implement the CGA self-assessment recommendations is

already well underway. At the time of writing we are also waiting for direct feedback on this report from APRA

and will incorporate its recommendations in our plans.



The Board has oversight of the implementation of both the Royal Commission and CGA self-assessment

recommendations, which together will help to strengthen the Group’s culture, governance and accountability.

First Half 2019 Results

In the First Half of 2019 our reported profit was down, reflecting both the operating environment and higher

restructuring and remediation provisions. The provisions relate to restructuring our wealth operations as well

as customer remediation and associated costs, mostly in the Group’s wealth business. Despite the lower

earnings, our capital and balance sheet are in good shape, which allowed us to hold the interim dividend

steady at 94 cents per share.

The provisions in First Half 2019 also reflect our commitment to deal with the major outstanding issues we are

facing as quickly as possible. These actions, along with our Royal Commission and CGA self-assessment

response plans, will ultimately make us a stronger organisation and help us to deliver a more consistent

experience for customers.

As I have said before, your Board is here to represent you, our shareholders, and we will continue to do so,

including remaining focussed on providing the best possible returns on your investment over the long term.

Thank you again for your continued support.


Yours sincerely


Lindsay Maxsted

Chairman


This communication does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or

to persons acting for the account or benefit of persons in the United States. The shares to be offered and sold in the equity offer

referred to in this communication have not been and will not be registered under the Securities Act of 1933 (the ‘Securities Act’) or

the securities laws of any state or other jurisdiction in the United States. Accordingly, the shares may not be offered or sold to

persons in the United States or to persons who are acting for the account or benefit of a person in the United States, unless they

have been registered under the Securities Act or are offered and sold in a transaction exempt from, or not subject to, the

registration requirements of the Securities Act and applicable U.S. state securities laws.

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