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Westpac 2020 Annual Report on Form 20-F

Annual Report5 November 2020WBCFinancials

5 November 2020


Market Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000



Dear Sir/Madam








Westpac Place

Level 18, 275 Kent Street

Sydney NSW 2000

T. (02) 9155 7713

F. (02) 8253 1215

westpac.com.au


Westpac Banking Corporation US Annual Report on Form 20- F


Westpac Banking Corporation (Westpac) has filed with the US Securities and Exchange

Commission an Annual Report on Form 20-F for the financial year ended 30 September 2020

which has been prepared specifically for distribution in the United States (2020 Form 20-F). This

filing has been prepared to meet US securities law requirements and is necessary to update

Westpac’s US debt issuance programs. As the 2020 Form 20-F has been prepared to meet US

requirements, its presentation differs in some limited respects from Westpac’s 2020 Annual

Report lodged with ASX Limited on 2 November 2020.



Yours sincerely



Tim Hartin

General Manager & Company Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

…

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

_

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2020

Or

…

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

…

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-10167

WESTPAC BANKING CORPORATION

Australian Business Number 33 007 457 141

(Exact name of Registrant as specified in its charter)

New South Wales, Australia

(Jurisdiction of incorporation or organization)

275 Kent Street, Sydney, NSW 2000, Australia

(Address of principal executive offices)

Westpac Banking Corporation, New York branch,

575 Fifth Avenue, 39

th

Floor, New York, New York 10017-2422,

Attention: Branch Manager, telephone number: (212) 551-1800

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary sharesListed on the New York Stock Exchange, not for trading, but only in connection with the

registration of related American Depositary Shares, pursuant to the requirements of the

New York Stock Exchange.

American Depositary Shares, each representing the right to receive one ordinary

share

WBKNew York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 2.600% Notes due November 23, 2020, 2.650% Notes due January 25, 2021, Floating Rate Notes due January 25, 2021, 2.100%

Notes due May 13, 2021, Floating Rate Notes due May 13, 2021, 2.000% Notes due August 19, 2021, Floating Rate Notes due August 19, 2021, 2.800% Notes due January 11, 2022, Floating Rate Notes due January

11, 2022, 2.500% Notes due June 28, 2022, Floating Rate Notes due June 28, 2022, 2.750% Notes due January 11, 2023, Floating Rate Notes due January 11, 2023, 2.000% Notes due January 13, 2023, Floating Rate

Notes due January 13, 2023, 3.650% Notes due May 15, 2023, Floating Rate Notes due May 15, 2023, 3.300% Notes due February 26, 2024, Floating Rate Notes due February 26, 2024, 2.350% Notes due February

19, 2025, 2.850% Notes due May 13, 2026, 2.700% Notes due August 19, 2026, 3.350% Notes due March 8, 2027, 3.400% Notes due January 25, 2028, 2.650% Notes due January 16, 2030, 2.894% Subordinated Notes

due February 4, 2030, 4.322% Subordinated Notes due November 23, 2031, 4.110% Subordinated Notes due July 24, 2034, 4.421% Subordinated Notes due July 24, 2039 and 5.000% Fixed Rate Resetting Perpetual

Subordinated Contingent Convertible Securities

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary shares3,611,684,870 fully paid

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes _ No …

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes … No _

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes _ No …

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period

that the registrant was required to submit such files).

Yes _ No …(not currently applicable to registrant)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and

“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer _Accelerated filer …Non-accelerated filer …Emerging growth company …

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. …

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP … International Financial Reporting Standards as issued by the International Accounting Standards Board _

Other …

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes … No _

WESTPAC GROUP 2020 ANNUAL REPORTI
Table of contents

Form 20-F cross-reference indexiiSection 3

Guide 3 cross-reference indexivFinancial statements196

Section 1Notes to the financial statements202

Strategic Report2Statutory statements339

Corporate governance48Section 4

Directors’ report73Shareholding information348

Remuneration report88Additional information361

Information on Westpac118Information for shareholders365

Section 2Glossary of abbreviations and defined terms368

Five year summary130

Reading this report133

Review of Group’s operations135

Income statement review138

Balance sheet review147

Capital resources151

Commitments153

Divisional performance154

Consumer158

Business159

Westpac Institutional Bank161

Westpac New Zealand162

Specialist Businesses164

Group Businesses166

Risk and risk management170

Risk management170

Risk factors177

Other Westpac business information190

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. All

figures in this Annual Report are for the 12 months ended 30 September 2020 unless otherwise indicated. All comparisons are against results for the 12 months ended 30 September 2019 unless otherwise indicated. All dollar amounts

are in Australian dollars unless otherwise indicated. 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.

IIWESTPAC GROUP 2020 ANNUAL REPORT
Form 20-F cross-reference index

20-F item number and description

Page

Part I

Item 1.Identity of directors, senior management and advisersNot applicable

Item 2.Offer statistics and expected timetableNot applicable

Item 3.Key information

Selected financial data130, 138, 148-49, 364

Capitalisation and indebtednessNot applicable

Reasons for the offer and use of proceedsNot applicable

Risk factors177-89

Item 4.Information on Westpac

History and development of Westpac118-27

Business overview118-27

Organisational structure118-19, 323-24

Property, plants and equipment190-91

Item 4A.Unresolved staff commentsNot applicable

Item 5.Operating and financial review and prospects

Operating results135-69

Liquidity and capital resources151-52, 192-94

Research and development, patents and licences, etc.Not applicable

Trend information138-51, 154-69

Off-balance sheet arrangements275, 279, 280, 326

Tabular disclosure of contractual obligations153

Safe harbor133-34

Item 6.Directors, senior management and employees

Directors and senior management74-80, 83

Compensation88-116, 332-34

Board practices50-81

Employees190

Share ownership83-84, 332-35, 348

Item 7.Major shareholders and related party transactions

Major shareholders348-55

Related party transactions190, 333-34

Interests of experts and counselNot applicable

Item 8.Financial information

Consolidated statements and other financial information195-346

Significant changes119-25, 333

Item 9.The offer and listing

Offer and listing details355

Plan of distributionNot applicable

Markets48-49, 365-66

Selling shareholdersNot applicable

DilutionNot applicable

Expenses of the issueNot applicable

WESTPAC GROUP 2020 ANNUAL REPORTIII
Form 20-F cross-reference index

20-F item number and description

Page

Part I (continued)

Item 10.Additional information

Share capitalNot applicable

Memorandum and articles of association361-63

Material contracts191

Exchange controls357-58

Taxation358-60

Dividends and paying agentsNot applicable

Statements by expertsNot applicable

Documents on display363

Subsidiary informationNot applicable

Item 11.Quantitative and qualitative disclosures about market risk192-93, 289-91

Item 12.Description of securities other than equity securities

Debt securitiesNot applicable

Warrants and rightsNot applicable

Other securitiesNot applicable

American depositary shares356

Part II

Item 13.Defaults, dividend arrearages and delinquenciesNot applicable

Item 14.Material modifications to the rights of security holders and use of proceedsNot applicable

Item 15.Controls and procedures193, 340

Item 16A.Audit committee financial expert63

Item 16B.Code of ethics57-62

Item 16C.Principal accountant fees and services63-64, 332

Item 16D.Exemptions from the Listing Standards for audit committeesNot applicable

Item 16E.Purchases of equity securities by Westpac and affiliated purchasers153, 318-20

Item 16F.Changes in Westpac’s certifying accountantNot applicable

Item 16G.Corporate governance48

Item 16H.Mine safety disclosureNot applicable

Part III

Items 17. & 18.Financial statements195-346

Item 19.Exhibits

Consolidated income statements for the years ended 30 September 2019, 2018 and 2017196

Consolidated balance sheets as at 30 September 2019 and 2018198

Consolidated statements of comprehensive income for the years ended 30 September 2019, 2018 and 2017197

Consolidated statements of cash flows for the years ended 30 September 2019, 2018 and 2017201

Notes to the financial statements202-338

Management’s report on the internal control over financial reporting340

Report of independent registered public accounting firm341-46

IVWESTPAC GROUP 2020 ANNUAL REPORT
Guide 3 cross-reference index

Page

Part I Distribution of assets, liabilities and stockholders’ equity; interest rates and interest differential

Average balance sheets148, 222-24

Analysis of net interest earnings139-40, 219-20

Volume and rate movement139-40, 219-20

Part II Investment portfolio

Book value of investments227

Maturity profile228-29, 289-91

Book value and market value > 10% of shareholders227

Part III Loan portfolio

Types of loans230-32

Maturities and sensitivities of loans to changes in interest rates233

Risk elements

Non-accrual, past due and restructured loans149-51, 281-83

Potential problem loans149-50

Foreign outstandings192

Loan concentrations192

Other interest bearing assets225-29

Part IV Summary of loan loss experience

Analysis of the allowance for loan losses234-48

Allocation of the allowance for loan losses234-48

Part V Deposits251-52

Part VI Return on equity and assets130, 144

Part VII Short-term borrowings254-55

1 STRATEGIC REVIEW2 GROUP PERFORMANCE3 FINANCIAL STAT EMENTS4 SHAREHOLDER INFORMATION 1 T
REPOR AL ANNU 20 20 GROUP C A TP WES Fix Simplify Perform 2020 ANNUAL REPORT

2WESTPAC GROUP 2020 ANNUAL REPORT ABOUT WESTPAC Founded in 1817, Westpac is Australia’s first bank and oldest
company. DIVISION CONSUMER BUSINESS OVERVIEW Serves the banking needs of consumers in Australia including the

s ales and s ervice of banking products , from mort gages, credit cards, personal loans and savings to deposit product s. Also works

with Business, Westpac Institutional Bank (WIB), and Specialist Businesses in the sales, service and referral of certain financial

services and products including general and life insurance, superannuation, platforms, auto lending and foreign exchange. Serves

t he b a nki n g ne e ds of sm a ll - to - m ed i um bu si ne sse s a n d com m e r ci al a n d ag r ib u si ne ss cust om e r s a cr os s A ust ra l i a. Al so s up po r ts

t he b a nki n g ne e ds of hi g h ne t w or th i n di vi d ua l s i n o ur P r i vat e We a l th bu si n ess . FY 20 C A SH EA R N IN G S $ 2 ,7 46 m $ 73 4m

W E STP A C IN S TITU TI ON A L BA N K D e l i ver s a br o ad r a ng e of fi n an ci a l se rvi ce s to co m me r ci al , co rp o ra te , in st it ut io n al a n d

government customers operating in, and with connections to, Australia and New Zealand. $332m NEW ZEALAND Delivers

b a nki n g , w e al t h a n d in su r an ce se r vi ces to co ns um e r , b us in e ss, an d i nst it ut i on al cust om e r s a cr os s N e w Ze al a nd . $6 12 m G R OU P

B U S IN ES SE S SP EC I AL IS T B U SIN E S SE S I nc lu d es Tr ea su ry , Te ch no l og y a n d C or e Su p po r t, w hi ch co m pr i se s G r ou p su pp or t

f un ctio n s o f A us tralia n b a nk in g op e ra tio ns , p rop e rt y se rvices , st ra te g y, f ina nc e, ris k, c omp lia n ce, leg a l, h uma n reso u rc es, a nd

customer and corporate relations. Brings together the Group’s non-core Australian businesses, including superannuation, wealth

p l a tfo r ms , i n ves tm e nts , a ut o fi na n ce, g en e ra l i ns ur a nce , l if e in su r an ce , l e nd e rs m or tg a ge i n sur a nc e, al o n g w i t h o u r op e ra ti o ns in

F iji and Papua New Guinea. ($1,310m) ($506m) 2WESTPAC GROU P 2020 ANNUAL REPORT $2,290m EARNINGS1

WESTPAC GROUP 2020 ANNUAL REPORT3 1 S TRA TEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL S T A
T EM E N T S 4 SH A R EH O LD E R I N FOR M A TIO N 1 S TR ATE GI C R EV IE W W i th ou r p or tf ol i o o f b r an ds , w e p r ovi d e ov er 1 4. 1

million2 customers with a full range of banking services. We also provide selected insurance, superannuation and wealth platform

s ervices to consumers and business es. Our mark et capitalisation is $61 billion with $912 billion of total ass ets (at 30 September

2 0 20 ) . B R AN D S M AR K ET SH A R E W est pa c P a ci fi c1 R ef er t o pa ge 6 f or a r e con ci l i at io n o f r e po r te d pr o fi t t o c ash e a rn i ng s. 2

Includes Westpac Pacific customers. 3 APRA Banking Statistics, September 2020. 4 RBA Financial Aggregates, September 2020.

5 S tra te gic I ns ig h ts, Ju ne 2 02 0 . A ll Mast er Fu n ds Ad min. 6 RBNZ, S ep te mbe r 2 02 0. 2 GRO UP PE RFORMA NCE 3 FINA NCIAL

STATEMENTS 4 SHAREHOLDER INF ORMAT ION

20 2 0 Ye ar i n r e vi ew C u st om e r sFi na nc ia l Th i s ye a r ha s b e en ch a ll e ng i n g, ov er sh ad o w ed b y t he A U STR A C p ro ce ed i n gs,
b u shf i re s an d sto r ms , a nd C O VI D - 19 . Th r ou g h it a ll , w e ha ve r e m ai n ed fo cu se d on h el p i ng cu sto m e rs, e m pl o yee s, a nd th e

Australian and New Zealand economies. The AUSTRAC issues highlighted shortcomings in our management of financial crime

risk and have been a catalyst for change across the Group. In the last year, we have refreshed our Board and Executive Team,

are refocusing on core banking, and are accelerating our program to address shortcomings in our management of risk. Change is

underway , but there is a lot to do. The Group’s financial results were disappointing. Reported profit was $2,290 million, down 66%.

Cash earnings were $2,608 million, down 62%. Muc h of the decline resulted from our operating env ironment, where we faced

lower margins and higher impairment c harges – a direct result of COVID-19. However, the poor result was also due to higher costs

related to the AUSTRAC proceedings along with asset write-downs from businesses we plan to exit. Nevertheless, our balance

sheet remained strong. Our capital ratios are in the top quartile of banks globally and funding and liquidity ratios are comfortably

ahead of regulatory minimums. Amplified by COVID-19, our share price declined over the year and dividends were significantly

l o w e r. Ou r th r ee p r i or i ti e s o f f ix , si m p l if y a nd p e rf or m u n de r pi n o ur p l an s t o fi x t he i ssu es , si m p l if y o ur bu si ne ss an d i m pr o ve

p e rf or m a nc e. Pr o gr e ss o ve r th e yea r i n cl ud ed : Fi ve ne w G r ou p Exe cu ti ve s; E st ab l is hi n g ou r ne w S p eci a l is t B us in e sse s d i vi si on

bringing together non-core activities; Launching our new Lines of Business operating model to clarify responsibility and

accountability for end-to-end performance; Implementing structural and operational changes to the management of risk; and

C o m m e nci n g ou r C O R E p r og r am br i ng i n g t og e th er i n it i at iv es to i m pr o ve no n -f i na nc ia l r i sk m a n ag em e n t. W i th a co m m i tte d te am

a n d prioritie s t o fix, s imp lify, an d p erfo rm, we a re c on fid en t t ha t we a re on t he p at h to be co me a simple r, st ro n ge r ba n k. HI GHS

Supporting customers during COVID-19 ~175,000 Mortgage deferral packages ~40,000 Deferrals for businesses 1,9801 Bushfire

r e co ver y su pp or t pa cka g es Lo ng - d ate d co m pl a i nts 9 3% # 1 B u si ne ss B a nki n g N PS r a nki n g2 ,3 L OW S # 3 C on su me r N P S ra n ki ng 4

Delays responding to customers given increased queries during COVID-19 Mortgage 90+ day delinquencies up 68 basis points to

1.50% Strong balance sheet CET1 capital ratio 11.13% Net Stable Funding Ratio 122% Efficiency savings $400m+ $1.2bn

Notable Items after tax, excluding AUSTRAC No 2020 interim dividend Final dividend per share 31c Share price5 43%

4WESTPAC GROUP 2020 ANNUAL REPORT Strategic report Bushfire recovery packages at 31 March 2020. Net Promoter

Score measures the net likelihood of recommendation to others of the customer’s main financial institution for retail or business

b a nkin g . Ne t P romo te r Sc ore SMis a t ra d ema rk o f B ain & Co In c., Sa tme trixS yste ms, Inc ., an d Mr Fred erick Reich h eld . Usin g a 11

point numerical scale where 10 is ‘Extremely likely’ and 0 is ‘Extremely unlikely’, Net Promoter Score is calculated by subtractin g

the percentage of Detractors (0-6) from the percentage of Promoters (9-10). Source: DBM Consultants Business Atlas, March –

A u gu st 20 20 , 6M M A . M FI cu sto m er s, a ll bu si ne sse s. So ur ce : D BM C o n sul t an ts C on su m er A tl a s, M a r ch – Au gu st 20 2 0, 6 MM A .

MFI Westpac Group customers. Based on 30 September 2020 vs 30 September 2019 closing share prices.

Op er a ti o ns R i sk S us tai n a bi l i tyE m pl o yee s La un ch ed N e w W e stp ac ap p B ra n ch an d ATM ava i l ab i l it y d ur i n g C OV ID - 19 > 9 0%
Strengthened infrastructure, major system outages more than halved Bringing 1,000 jobs back to Australia New Board Legal,

Regulatory , Compliance & Conduct C ommittee New Financial Crime func tion with Group Executive reporting to CEO 400+ new

R i sk , C o m pl i a nce a n d Fin a nc ia l C r i m e em p l oye e s U p da te d po si ti o n sta te m en ts: C l i ma te C h a ng e H um a n R i gh ts $1 0. 1b n l en d in g

to climate change solutions $150m+ in community investment6 #1 largest financier to greenfield renewable energy projects in

A u stralia fo r th e p ast th ree ye a rs 7 E mp lo ye e commitme n t in de x8 7 3% Su p po rte d pe op le workin g from ho me at th e pe a k o f

C O VI D - 19 2 2, 00 0 W om e n i n l e a de r shi p 9 50 % 9. 4% of e m pl o yee s usi n g Em p l oye e Ac ces s P ro g ra m f or co n fi de n ti al cou n sel i n g

a n d coa ch ing Mo rtga g e ba lan ce s d ec lin ing 2 % C omp le xity o f IT inf ra stru ctu re – lo n g timef ra me to fix AUS TRAC’s Sta te me nt of

Claim and provision for penalty of $1.3bn Additional $500m APRA capital overlay for risk deficiencies Credit impairment charge

$3.2bn $2.4bn Inadequate transaction monitoring to help identify potential child exploitation Remuneration consequences following

r e vi ew of A U STR A C m a tte r s10 $ 2 0m B o ar d an d E xecu ti ve d e pa r tur e s W E STP AC GR O U P 20 20 A N N U AL R E PO R T5 St ra te g ic

re po rt 1 S TRA TE GI C REV IE W 2 GRO UP PE RFORMA NCE 3 FINANC IAL S T A TE MENT S 4 SHA REHO LDE R INF ORMA

T ION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION

Excludes commercial sponsorships. IJGlobal, September 2020. Six -month rolling average. Proportion of women (permanent and

ma ximu m te rm) in le ad e rsh ip role s a cros s th e Gro up , in clu din g th e CE O , G ro u p Exe cu tive s, G en e ra l Ma na g ers, se nio r lea de rs

w i t h si gn i fi ca nt i nf lu e nce o n bu si n ess o utc om e s ( d i re ct re p or ts to G en er a l M a na ge r s a nd t he i r di r e ct r e po r ts) , l ar g e (3 + ) te am

people leaders three levels below General Manager, and Bank and Assistant Bank Managers. Refer to explanation in

Remuneration Report in the Directors’ Report.

PERFORMANCE REVIEW FY20 performance overview Westpac Group delivered a net profit attributable to owners of Westpac
Banking Corporation for F ull Year 2020 of $2,290 million, a decrease of $4,494 million, down 66%. Much of the decline can be

t r ace d b ack to th e i m pa ct of C OV ID - 1 9 o n cu sto m er s an d on o u r bu si n ess . Th i s i n cl ud ed a m a te r ia l i n cr ea se i n im p a ir m e nt

c ha rge s a s we p u t a side p rov is io n s fo r th e e stimat ed imp act o f p o ten tia l fu tu re c re d it lo sse s. E arn ing s we re also imp act ed b y our

own issues, including the costs associated with the AUSTRAC matters. In assessing performance, we use ‘cash earnings’1 – a

measure of profit determined by adjusting reported earnings by three factors: Material items that do not reflect ongoing

performance; Some items that may not be considered when determining dividends, including the amortisation of intangible items,

t r ea su ry sh ar e s o r ec on om i c he d gi n g im p a cts; an d Ac cou n ti ng cl a ssi fi ca ti o ns b etw e e n in d iv id u al i t em s th at do n o t i m p act r ep o rt ed

results. To further explain performance, we have identified a number of major items that do not reflect underlying performance.

T he se a re ‘ n ot ab l e it em s’ an d i n F Y2 0 w er e $ 2,6 1 9 m il l i on a n d in cl u de d: P ro vi si o ns an d co sts ass oci a te d w it h th e AU S TR AC

proc eedings $1,442 million after tax ; Provisions for customer refunds, repayments, as sociated costs and litigation items $440

million after tax; The write-down of intangible items $614 million; and The net impact of major as set sales and revaluations $123

million. 6WESTPAC GROUP 2020 ANNUAL REPORT Strategic report REPORTED NET PROFIT ATTRIBUTABLE TO OWNERS

OF WESTPAC ($m) 1 We disclose cash earnings, w hich is not prepared in accordance with IFRS and is a “non-GAAP financial

me a sure ,” a s we b elie ve th at it p rov id e s u se ful in fo rmat io n to in ves to rs an d a na lysts to a ssist th em in th e ir eva lua tio n of o ur

operating results and to assist in comparisons from one period to another. Readers are cautioned that cash earnings does not

h a ve an y sta nd ar d i sed m e a ni n g pr e scr ib e d w it hi n IF R S o r U .S . GA AP a nd th e re fo r e m ay no t be co m pa r ab l e to si m i l ar m e as ur e s

p r es en te d by ot he r co m pa n ie s. W e use c ash e ar n i ng s f or p l an n i ng p ur p ose s an d to a ll o w u s t o a sse ss th e pe r for m a nc e of ou r

b u si ne ss be fo r e i n cl u di n g t he i m p act s o f the i te m s no te d ab ov e as th ey af fec t t he co m pa r ab i l i ty o f ou r fi n an ci al re su l ts. C as h

e a rn i n gs is r ev ie w e d re g ul a rl y by m an a ge m en t an d th e Bo ar d o f D i r ec to rs as p ar t of th e on go i n g i n te r na l a sse ssm en t of ou r

operating performance. We also use cash earnings as one component in determining compensation for Key Management

Personnel.

REPORTED PROFIT ($m) NET INTEREST MARGINS (%) Reported profit basis 7,445 7,9908,095 2.13 2.12 Low interest rates,
strong competition 2.03 2,290 FY16FY17FY18FY19FY20 FY18FY19FY20 GROSS LENDING ($bn) ASSET QUALITY (%)

A u str al i a n ho u si ng A ust ra l i an b u si ne sse s A us tr al i a n p e rs on al N ew Zea l an d Ot he r o ver se a s S tr ess ed e xp osu r es to to ta l co m m it te d

e xp os ur e s 1 .9 1 .2 1. 1 74 2 3 15 4 7 8 2 1 1 52 8 2 17 1 48 4 4 5 44 9 44 1 Se p t 1 8S e pt 19 S ep t 20 S ep t 18 Se p t 1 9S e pt 20 S TR ON G

BALANCE SHEET (%) Common equity tier 1 capital ratio ReportedInternationally comparable Top quartile of banks globally 16.14

15.85 16.55 10.63 10.67 11.13 WESTPAC GROUP 2020 ANNUAL REPORT7 Strategic report 1 S TRA TEGIC REVIEW 2

GROUP PERFORMANCE 3 FINANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW 2

GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION Sept 18Sept 19Sept 20

EXTERNAL ENVIRO NMENT Ext ernal environment 2020 has been the most challenging year for the banking syst em since t he
early 1990s recession. This has been largely due to the direct and indirect impacts of the COVID-19 pandemic which, at 30

September 2020, c ontributed to around one million deaths from over 32 million confirmed cases worldwide1. While Aus tralia and

New Zealand act ed decisively to cont rol the health risks of the pandemic, the lock downs have had a prof ound impac t on our

e co no mies . B ot h na tio ns are in rece ssio n, A ust ra lia fo r th e f irs t time in a lmo st 30 ye a rs . Fu rth er sp ike s in inf ect ion ra tes may

increase restrictions already in place and c onsiderable uncertainty remains around when State and international border restrictions

will be lifted. Government bodies and financial institutions have w orked together to help mitigate COVID’s impact and maintain

financial stability. Governments and central banks have provided unprecedented levels of fiscal and monetary stimulus, while

banks have supported cus tomers with substant ial hardship packages. Not surprisingly, the environment f or most business es is

c hallenging; including financial serv ic es companies. Unemployment has increased significantly , and underemployment is also

high, consumer sentiment has only recently recovered from the record lows during the height of the pandemic while business

investment is still contracting. Financial s ervices companies have experienced lower returns , driv en by very low interest rates, less

a ct iv it y, an d hig he r impa irmen t p rov is io n s in an ticip at ion o f a rise in cu sto mer d e fau lts. At th e sa me time, th e se cto r con tin ues to

face intense regulatory and legal scrutiny. Regulators are investigating several sector and company specific matters, including

those that emerged in the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry.

T hese have led to some c lass ac tions. In particular, ASIC has indicated it is purs uing a number of potential cases which may lead

to additional actions. In response, financ ial service companies are focus ing on raising gov ernance, culture and acc ountability

standards. Competition The Group operates in a highly competitive environment. We serve the banking and risk management

needs of consumers, small businesses, corporate and institutional customers and compete with a large number of providers

across every product and service. Competitors in Australia and New Zealand include banks (both domestic and global),

investment banks, credit unions, building s ocieties, f inance c ompanies , mort gage originat ors, card iss uers, buy now pay later firms

and other money lenders, fund administration c ompanies , industry funds, insurance companies, online financial serv ic es providers,

a n d te chn o lo g y co mpa n ie s. Ou r co mpe titive p o sition is de te rmin e d b y ma n y fa ct ors in clu din g: th e qu ality , ra ng e, in no va tion a nd

pricing of products and services; digital and technology solutions; customer service and convenience; the effectiveness of, and

a cce ss to , d i str i bu ti o n cha n ne l s; br a nd r e pu ta ti on a n d p r ef er e nc e; th e typ e of cu sto m er s ser ve d ; a nd t he ta l e nt an d e xpe r i en ce of

o u r em p l oy ee s. D ig i ta l i nn o vat i on i s a l so r ed e fi ni n g th e com p et i ti ve l an ds cap e . Th i s h a s a cce le r at ed t hr o ug h th e C OV ID - 19

pandemic, as customers move away from physical outlets to online services. In Australia and New Zealand competition for

d e po si ts an d l en d in g r em a i ns fi e rce . Ap ar t fr o m th e nu m be r o f p r ov id e rs an d th e r an ge o f pr o du ct an d se rv ic e o p ti on s, sl ow i n g

d e m an d an d a r is e in l i q ui d it y f ro m m o ne ta r y st im u l us h as he i gh te ne d co m pe ti ti ve i n te nsi t y. W h i l e t he p an d em i c ha s r e du ce d th e

local focus of some international institutions , digital finance providers have added to competitive intensity ac ross a range of

p r od u cts an d se rv ic es. Ou tl o ok Th e ou tl o ok fo r 20 21 i s un ce r tai n . C OV ID - 19 ’ s p at h re m a in s u n pr e di ct ab l e an d th e ri sk o f

outbreaks is ever present. While government ass is tance has provided a buffer to the economic impacts, this initial support is

s che d ul e d to un w i n d a n d is l i kel y to b e r e pl a ce d by ot he r m o re t ar g ete d su pp o rt . Th e Fe de r al B u dg et , w h i ch fe at ur e d pe r son a l tax

cuts and investment incentives, has been an important addition but further fiscal stimulus may be required. Against this backdrop ,

we expect GDP in Australia to increase by around 4% in the year to September 2021, a rebound from the significant decline of

a rou n d 5% e xpe cte d in th e yea r to S ep te mb er q ua rte r of 2 02 0 . Th e ou tlo ok rema ins ch allen g in g . I n the n e ar t erm, gro wth is

a l r ea d y b en ef i tti n g fr om the r e op e ni n g of th e eco n om y. N e xt y ea r w e ex pe ct th at to co nt i nu e, a lb e i t a t a sl o w e r pa ce . R i sks a round

the ongoing containment of the virus, the gradual unwinding of the extensive support measures, and prospects for the global

economy emphasise the unusually high unc ertainty we will continue to ex perience. While some government programs will be

wound back, both fiscal and monetary policy are likely to remain highly stimulatory until unemployment falls below 6% – a key

f oc us of th e Au stra lia n Go ve rnme nt . Un e mp lo ymen t is ex pe cte d to inc re a se in the la tte r mo nt hs of 2 02 0 to a ro u nd 8 %. W hile th is

is be tt er t ha n initia l e xpe cta tio ns , it is e xpe cte d to re main b etwe e n 7% to 8 % in 2 02 1 . I f t he e con o my co n tinu e s to re op en ,

8WESTPAC GROUP 2020 ANNUAL REPORT Strategic report 1 WHO Coronavirus Disease (COVID-19) Dashboard (996,000

d e at hs at 2 8 S e pt em b er 2 0 20 ) .

WESTPAC GROUP 2020 ANNUAL REPORT9 Strategic report 1 S TRA TEGIC REVIEW 2 GROUP PERFORMANCE 3
F INANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3

FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION demand, and the need to rebalance government support. New

Zealand’s response to COVID-19 has proven effective, with activity bouncing back from the initial lockdowns and unemployment

remaining closer to 4%. Nevertheless, GDP growth in 2021 is expected to remain below lev els recorded in 2019 due to a lack of

i n te r na ti o na l to u ri sm an d of fsh or e stu d en ts al o ng w i th l i m i te d im m i g r ati o n ; a l l th ese f act or s ha ve b ee n go o d con tr i bu to r s t o G DP in

r e ce nt ye ar s. Au str a l i an h ou se p ri ce s ha ve al r e ad y f al l e n by ar o un d 3% fr o m th e pe a k i n Ap r i l 20 2 0. L ow i n te r est r at es an d a

s upportive financial system able to maintain activ ity will likely support the hous ing market. While the impact of the rundown of

banks ’ deferred loans is uncertain, it is likely customers will be provided with significant time to get back on their feet. Once

stressed loans reduce, a recovery in house prices is anticipated in 2022 and 2023. Banking and financial services conditions will

re main ch a lle ng in g wit h slowe r gro wth , ma rgin p re ssu re from low in te rest rat es an d th e de te riora tion in a sse t q ua lity a s comp a nies

and individuals continue t o experienc e reduced inc ome. Credit growth for the Australian financial syst em was 2% for the year t o

S e pt em b er 2 0 20 , d o w n fr om 2.7 % a ye ar e ar l i er . To ta l cr ed i t g r ow t h is ex pe cte d to sl o w to a r ou n d 0 .5 % to Se p te m be r 20 2 1.

Housing credit growth is likely to be little changed at 3.2%, while business credit growth is expected to decline with subdued

i n ve stm e nt . P er so n al c re d it , w h i ch ha s be en i n d ecl i n e fo r som e ye a rs , i s exp e cte d to fa l l fu rt he r i n 20 2 1 as con su m er s re m a in

cautious on debt and use alternative sources of financial credit. Near zero interest rates will continue to weigh on banks and pl a ce

pres sure on net interest margins . The Reserve Bank of Australia (RBA) has indicated that the c ash rate will not be increased until

p rog res s is ma d e towa rds fu ll emp loy men t a n d in fla tion is su sta in e d wit hin th e 2 % t o 3 % ta rge t b a nd . V e ry low in te res t ra tes a re

therefore likely to remain for some time and with them, margin press ure. The RBA has offered banks a Term Funding Facility

(TFF) to support lending, particularly to businesses. The TFF is capped for each bank and allows them to borrow from the RBA for

three years at 0.25%. The facility is expected to be in place until at least J une 2021 and will s upport the Group’s term wholesal e

funding needs for much of the coming year. At 30 September 2020, we have drawn down $18 billion of the TFF. The Reserve

B a nk of Ne w Ze ala nd (RBN Z) ha s b e en similarly d o wnb e at, co mmittin g to main ta in it s o vern igh t c ash ra te a t 0 .2 5% u nt il at lea st

March 2021. The RBNZ has also flagged t hat it could take the rat e below zero if f urther stimulus were required. Fee income may

reduce as fee waivers linked to the pandemic continue and ov erall growth remains low. Wealth and insurance income is also likely

to fall, due to changes in life insurance markets (less cover and higher reinsurance costs), and strong competition in wealth

platforms. In the period ahead, the economic impacts of COVID-19 are expected to lead to higher defaults by consumers and

increased business bankruptcies. To date, these impacts have been cushioned by the supportive industry measures to defer

repayments and from government stimulus. The banking sector’s approach to the completion of deferrals and the potential for

further government action may limit any shock to the economy as other support measures unwind. In 2020, impairment provisions

m a te r i al l y i n cr ea se d to ac cou n t f or h i gh e r exp e cte d l oss es an d ar e l i ke ly to r em a i n el e va te d i n to 2 02 1 . W e stp ac ha s de vo ted

significant time and effort to improving the management of risk over the year, including in non-financial risk and financial crime.

T his will continue in the year ahead which will lik ely see costs remain high. While Wes tpac has resolv ed some legal cas es through

the year it is possible that regulators may take further legal action on matters currently under investigation or on new matters. This

is discussed further in the risk management and risk factors section. Consistent with our focus on Australian and New Zealand

b a nkin g , we se t u p o ur S pe cia lis t B us in e sse s d iv is io n th is ye a r to man a ge a ctivitie s n o t e xp ect ed t o be lo ng -term s trat eg ic o ptions

for us. We are looking at alternatives for these businesses, including sale. The timing of any sale and settlement will depend on a

range of factors but some transactions may occur in the year ahead. We remain well capitalised with a CET1 capital ratio of

11.13%. This ratio may ease from a rise in risk weighted assets as cus tomer stress increases. This will however be partially offse t

by eff ort s to improve capit al eff ic iency and may include the sale of business es. Regardless, we expect t o manage our capit al

p o sition t o kee p o ur CE T1 ca pita l rat io comf orta b ly ab o ve reg ula to ry minimu ms. W e re main co mmit te d to su pp ortin g cu sto mers

a n d th e e co no my thro ug h th e se cha llen g in g time s. O ur imme dia te p rio rity is to fix ou r ou ts tan d ing issu es , in clud ing imp ro vin g risk

management, enhancing our culture, and completing remediation. We have committed to simplify, focusing on our markets of

Australia and New Zealand, ex it ing non-core bus inesses, and reducing our product set. We also expect to complete the

implementation of our Lines of Busines s operating model to clarify res pons ibilities and accountability. Finally, we are focus ed on

p e rf or m a nc e, r est or i ng g r ow t h in o u r key p ro d uct s i n cl ud i ng m o r tga g es an d b usi n es s l o an s, en ha n ci ng r e tur n s a n d r e se tti n g ou r

c ost b ase . Imp orta nt ly, o u r stro ng b ala nc e she e t, c ommitt ed te a m an d so lid c ust ome r fra nch ise p ositio n us to se e th es e p la ns

through.

10WESTPAC GROUP 2020 ANNUAL REPORT OUR STRATEGY OUR PRIORITIES Our strategy supports our purpose,
harnesses our strengths and refocuses where change is required. We have sharpened the markets and products in which we

operate, returning to banking, and our home markets of Australia and New Zealand leveraging our portfolio of brands. Our focus is

on consumers, businesses and institutional – segments we know well. Our three priorities recognise our need to address our

s ho r tco m i ng s, re sh ap e th e bu si n ess to co nc en tr a te on o u r cor e b us in e sse s a nd m a r ket s w h i le l i ft in g se r vi ce an d cr ea ti n g a

stronger performance ethic. This will help us to become a simpler, stronger bank. Our purpose Helping Australians and New

Z ea l an de r s s ucce e d. Ou r fo cu s B an ki n g fo r Au str a li a n an d N e w Ze al a nd co n sum e r s, bu si ne sse s a n d in st it ut io n al c ust om e r s. Fi x

Simplify 10WESTPAC GROUP 2020 ANNUAL REPORT Strategic report Perform

WHAT THIS MEANS WHAT IT INVOLVES WESTPAC GROUP 2020 ANNUAL REPORT11 Strategic report 1 S TRA TEGIC
REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC

REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION OUR VALUES – WHAT

YOU CAN EXPECT HELPFUL Passionate about providing a great customer experience ETHICAL Trusted to do the right thing

L E ADING CHA NGE De te rmin ed t o make it be tte r a nd b e b ett er P ER FORMING A cco un ta ble to g e t it do ne S IMP LE In sp ire d to

k ee p i t si m p l e an d ea sy

12WESTPAC GROUP 2020 ANNUAL REPORT DELIVERING FOR OUR ST AKEHOLDERS1 CUSTOMERSEMPLOYEES
Delivering financial s ervices to consumers, business es and institutions in Australia and New Zealand. — Trusted with over $555bn

in customer deposits — Supported over $693bn in lending Creating an environment where the best people want to work. — Paid

over $5.0bn to 40,225 employees — 50% women in leadership roles2 — Recognised by the Bloomberg Gender Equality Index for

the 4th consecutive year COMMUNITIESSUPPLIERS 12WESTPAC GROUP 2020 ANNUAL REPORT Strategic report — Over

$ 1 50 m i n co m m un i ty i n ve stm e nt 3 — 1 m + pa r ti ci p an ts in f i na nc ia l e du ca ti on — W es tp ac Fou n da ti o n4 g r an ts to so ci al e n ter p r is es

helped create 719 jobs5 f or v ulnerable Aust ralians Choosing suppliers responsibly and paying them on time. — Procured goods

and services worth $6.5bn with $5.9m in spend towards Indigenous-owned businesses — Delivering on our 2023 Human Rights

A cti o n Pl a n an d w o rki n g to e l im i n at e ri sk of m o de r n sl ave r y a cr os s o ur b u si ne ss o p er a ti on s an d su pp l y ch ai n

SHA REHO LDE RS THE E CO NOMY Ge ne rat ing a pp rop riat e re tu rns ove r th e lon g -t erm, inclu din g fo r fa milie s wh o dire ctly o wn
almost half of our total shares on issue. — Our strong balance sheet positions us to manage the downturn and deliver long-term

shareholder value — Earnings per share 63.7 cents, or 72.5 cents (cash earning basis); dividends 31 cents per share Supporting

the financial system Banks play an important role in supporting the economy through lending, deposits, and the efficient flow of

funds. Supporting Australia and New Zealand — Supported customers through COVID-19: around 175,000 mortgage deferrals

a n d aro un d 40 ,0 0 0 b u sine sse s wit h d e fe rra ls — On e of th e first ba nk s to e na b le a cce ss to d ata a s p a rt o f t he ‘Op e n Ba nk in g ’

initiative — A major contributor of New Payments Platform transactions One of Australia’s largest tax pay ers — Wes tpac paid over

$4bn6 globally in various taxes during 2020, 99.7% of whic h were paid in Australia and New Zealand (including the Major Bank

L e vy). — O ur e ffe ct iv e tax rat e for 20 20 wa s 4 6 % o r 5 6% inc lu d in g th e Majo r Ba n k L ev y. THE E NVI RONME NT W ES TP AC

GROUP 2020 ANNUAL REPORT13 Strategic report 1 S TRA TEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL S T A

T EMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL

STATEMENTS 4 SHAREHOLDER INFORMATION — $10.1bn lending to climate change solutions — Climate Change Position

Statement and 2023 Action Plan All figures for FY20. Proportion of women (permanent and maximum term) in leadership roles

across the Group, inc luding the CEO, Group Ex ecutives, General Managers, senior leaders with significant influence on busines s

o u tco m es ( di r ec t r e po r ts t o Ge ne r al Ma n ag e rs an d th ei r d i r ect r ep o rt s) , l a r ge ( 3+ ) t ea m p eo p le l e ad e rs th r ee l e vel s be l ow Ge ne ral

Manager, and Bank and Assistant Bank Managers. Excludes commercial sponsorships. Westpac Foundation is administered by

W e stp a c C o m m un i ty L i m i te d ( A BN 34 0 86 8 6 2 7 9 5) a s t r ust ee f or W e stp ac C om m u n it y Tr u st ( A BN 53 2 65 0 3 6 9 8 2) . The

Westpac Community T rust is a Public Ancillary Fund, endorsed by the ATO as a Deductible Gift Recipient. None of Westpac

Foundation, Westpac Community Trust Limited nor the Westpac Community Trust are part of Westpac Group. Westpac provides

a d m in i str a ti ve su pp o rt , s ki ll e d vo lu n te er i ng , do na ti o ns an d fu n di n g for op er a ti o na l co sts of W es tpa c Fou nd a ti on . Job s cr ea te d

through the Westpac Foundation job creation grants to social enterprises are for the year ended 30 June 2020. The majority (76%)

of the tax paid comprises corporat e income tax. O ther t ax es paid include t he Major Bank Levy, non-recov erable GST, payroll t ax

a n d fring e be n efit s ta x.

14 W ES TP AC G ROUP 2 02 0 ANNUA L REP ORT St rate g ic rep o rt OUR PRI ORIT IES Fix Ad dre ssin g o u r sh ortco ming s by
m a te r i al l y i m p ro vi n g ou r m an a ge m en t of r i sk a nd r i sk cul t ur e , r e du ci ng c ust om e r pa i n po i nt s, com p l et in g o ur h i sto r i cal c ust om e r

remediat ion program and reducing the complexit y of our technology sys tems. James G rant, Westpac G roup Financ ial Cont roller

A new function for Financial Crime, Compliance & Conduct was created Enhanced risk management framework In the pas t,
W e stp a c’ s m a na g em e nt of r i sk h a s b ee n co nsi d er e d a str e ng th , p a rt i cul a r ly i n ou r m an a ge m en t of ca pi ta l , fun d in g , l i q ui d i ty, an d

c redit risk. While we retain a strong balanc e s heet, s everal inquiries, inc luding the Royal Commission into Misconduct in the

Banking, Superannuation and Financial Services Industry, the AUSTRAC proceedings and our own assessments have highlighted

weaknesses in our management of risk ; partic ularly non-financial risk. Our weaknes ses were initially highlighted in our Culture

G overnance and Accountability self -assessment (CGA self-assessment) c omplet ed in 2018. Our CG A s elf-assessment included

45 recommendations and a program to respond commenced soon after. However, following the AUSTRAC proceedings, APRA

asked Westpac to reassess these plans to ensure that they remained ‘fit for purpose’. We released our reassessment (CGA

r e as ses sm en t) o n 17 J ul y 20 20 , re i nf or ci n g th e in i ti a l fi nd i n gs bu t a l so i de n ti fyi n g th at ou r r i sk c ul tu r e w as r ea cti ve a nd i m mature

a n d th at th e th re e line s o f d e fe nce mo de l (mo de l d efin ing risk ma n ag e me n t re spo n sibilitie s) was n ot well u n de rsto od . It wa s also

c le a r th at w e ha d b eco m e to o co mp l e x a nd w h er e i ssu es w e re u n cove r ed w e w e r e sl ow to ac t. The G ro u p ha s b e en e xpo se d to

compliance failures, regulatory breaches, customer remediation and legal actions. See pages 18 to 19 for a detailed account of the

AUSTRAC matters. We have accepted our shortcomings and are seeking to materially lift our standards and fix the issues

id e ntif ie d . Th e first ste p ha s b e en to re fine o u r op e ra tin g stru ctu re . A n e w fu n ction f or Fin a ncia l Crime , Con d uct a nd Co mplia nce

h a s b ee n cre ate d to in crea se th e fo cus a nd re sou rces d evo te d to th is imp orta n t a rea . T he G ro u p E xe cu tive fo r th is d ivision rep ort s

directly to the CEO. We have also enhanced our risk management framework (for identifying, assessing and managing risk), and

increased our risk management We have accepted our shortcomings and have commenced a number of programs that seek to

materially lift our standards and fix the issues identified.” Following the CGA reassessment we established the Customer

Outcomes and Risk Excellence (CORE) program. The program is designed to improve non-financial risk oversight (including from

our initial CGA self-assessment), lift risk culture, and s trengthen our risk management framework. The program has 14 streams of

work under three categories: Direction and tone set by Board and Group Executive – initiatives that set clear tone and direction

from leadership to promote a proactive risk culture. Clear risk boundaries for decision-making – simplifying risk management

f r am e w or ks an d i nc re a si ng ca p ab i li t y a nd r e sou r ce s i n th e R is k fu n cti o n. Ac cou n tab l e an d e mp o w er e d pe o pl e – pr o vi di n g

additional training and support for employees to help them understand they all have a role in managing risk and driving clearer

accountability and decision-making. Progress over the year includes 400+ WESTPAC GROUP 2020 ANNUAL REPORT15

S tr a te gic re p or t 1 S TRA TE GI C RE VIE W 2 GRO UP PE RFORM A NCE 3 FINA NCIAL S T A T EM ENT S 4 SHA REHO LDE R

INFORMA TION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER

INFORMATION new Ris k, Complianc e and Financ ial Crime employees CORE program underway

16WESTPAC GROUP 2020 ANNUAL REPORT A s trong ris k culture includes being clear on acc ountability and c reating an
environment where it is safe to s peak up.” 16WESTPAC GROUP 2020 ANNUAL REPORT Strategic report Updated Code of

Conduct rolled out Strengthening risk culture The strength of risk management in a company is underpinned by its risk culture. A

strong risk culture is an environment where everyone can identify the risks they are responsible for, are alert to changing or new

risks and pro-ac tively address ris ks when they emerge. It also includes being clear on ac countability and feeling s afe to speak up.

S tr e ng th en i n g r i sk cu lt ur e i s a f ocu s f or t he G r ou p an d a ke y e le m e nt of o ur C O R E pr o gr a m . O ur n e w L in e s o f B u si ne ss o p er a ti ng

model is establishing end-to-end responsibility for cus tomer outcomes and improv ing our risk culture by clarify ing accountabilitie s.

In addition, our 3LOD model is supporting these structural changes by lifting risk capability and bench-strength across the Group.

Other changes to improve risk culture include: New risk culture framework to better define risk roles and responsibilities; Launc h o f

an online tool to assess a division’s current risk culture and compare to our target, helping us identify and prioritise areas fo r

improvement; New Risk Fundamentals training program being rolled out to all employees – to ensure everyone understands the

risk culture we are seeking to develop; Risk culture dashboard to consistently measure our progress; and Updating our Code of

Conduct reinforcing the importance of speaking up. Remediating customers We have continued to review our products, processes

a n d po l i ci es w he r e w e h a ve no t go t i t r i gh t f or c ust om e r s. W h er e p r ob l em s ha ve b ee n i de nt i fi ed , w e h a ve co mm i t ted t o fi x t he m

a n d re fu n d c ust om e r s. T hi s t as k i s s ig n if i can t as i t o fte n i nv ol ve s i n di vi d ua l cu sto m e rs ov er m a ny ye ar s. Th e Gr ou p i nc ur r ed a n

after-tax cost of $440 million for provisions for estimated customer refunds and payments, and litigation and associated costs in

FY2020. Major items included: Certain business customers who were provided with business loans where they should have been

p rov id e d lo a ns co vere d by th e Nat io n al Co n sume r Cred it P rot ec tion A ct an d th e N atio na l Cre dit Cod e ; Co mpe n sat io n to p lat fo rm

c ust om e r s w h o w er e n ot ad vi se d of ce r ta in co r po r at e ac ti on s, an d m ay ha ve b ee n a bl e to b en e fi t; an d W he r e cer ta i n w ea l th fe e s

were inadequately disclosed. 2m+ customers received over $280 million in refunds in FY20

WESTPAC GROUP 2020 ANNUAL REPORT17 93% reduction of long dated complaints 74% Aus tralian Banking1 c omplaints
resolved in 5 days compared to 68% in FY19 Reducing customer pain points In 2018, we centralised the management of

c omp lain ts t o imp rov e ho w th e y a re id e ntif ie d , lo gg e d a n d re so lved . This in clu de d a sh if t in cu ltu re t o see co mp la int s a s a n

opportunity to learn and do better. This heightened focus has contributed to an increase in the number of complaints we capture,

while making significant progress on improving how they are managed. In FY20, we received 169,674 complaints, a 145%

in crea se o n FY1 9 . I n a d ditio n, we h ave : Red uc ed a ve ra g e time to reso lut ion fo r co mpla int s to 6 .5 d ay s, f ro m 9 d ay s in FY1 9 ;

Reduced the number of long dated complaints (45+ days old) from 288 to 21 at 30 September 2020; and Solved 63% of

c omp lain ts o n th e sa me d a y in Se p te mbe r 20 2 0 comp a re d to 5 6% in Se p temb e r 20 1 9. Imp orta n tly, in sig hts fro m b ett er c omp lain t

m a n ag em e n t h av e le d to a n um b er of pr o ce ss i m p ro ve m en ts – re d uci n g pa i n po i nt s f or cu st om e rs . R e do u bl i n g ou r ef fo rt s t o

remov e IT complexity We start ed a program t o reduce c omplexity some years ago, which prioritised the upgrade of our technology

i n fr a str u ctu re w h i l e com m e nc in g th e de ve l op m en t of ou r cu sto m e r ser vi ce h u b ( w h i ch w i ll be co m e t he co n su me r b an k’ s c en tr a l

p rod u ct on -bo ard ing p latf orm). At th e same time , we h a ve sou g ht to e ns ure ou r cu sto me r inte rfa ce ha s kep t pa ce with cu sto mer

demands. This program has successfully strengthened the stability, speed and security of our systems and helped ensure the

bank remained open f or business through the COVID-19 pandemic and support customers via digital channels. Having upgraded

much of our technology infrastructure, in 2020 we developed a detailed technology roadmap for the next phase of our

t r an sfo r m at io n to b ui l d a si ng l e , m u l ti -b r an d o pe r at in g e nvi r o nm e nt . Th a t r o ad m ap e xte n ds fo r ove r m u l ti pl e ye ar s, r ec og ni si n g th at

tec hnology will change and we must be flexible. Significant work is s till required but our development plan is clear. CASE STUDY 1

Australian Banking includes Consumer and Business division products. WESTPAC GROUP 2020 ANNUAL REPORT17 Strategic

re po rt 1 S TRA TE GI C REV IE W 2 GRO UP PE RFORMA NCE 3 FINANC IAL S T A TE MENT S 4 SHA REHO LDE R INF ORMA

T ION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION

T RANSFORMING OUR COMPLAINT S PROCESS This year we launc hed ‘Resolve’, a new c entralised customer c omplaints

ma n ag eme n t p lat fo rm tha t brin gs to ge th er n ine s yste ms in to o ne a nd ma ke s it e a sier f or o u r pe o ple to lo g an d re so lve co mpla in ts.

I n 20 1 8, we cha n ge d th e way we th in k ab ou t comp lain ts to impro ve th e way we id e nt if y, ma n ag e an d res olve th e m. Ho wev er, ou r

multiple legacy syst ems were holding us back . Resolv e has changed t hat by creating a s ingle plat form and an intuitive dashboard

for bankers. “This has been a huge opportunity to significantly improve the customer experience”, says Lisa Pogonoski, Westpac’s

G e ne r al M a na g er o f C ust om e r S ol u ti on s. “ H avi n g ou r p eo pl e w o r k o n on e syst em p r ov id e s a co m m on vi e w o f c om p l ai n ts a n d a

single source of data.” From 2021, customers will have direct access to the system, enabling them to log and track the progress of

their complaint. Over time, we will apply artificial intelligence to help bankers and customers navigate through the complaints

p roc ess to re ach a g uid ed re so lu tio n th at will be mu ch fa ste r. “Re solve s up po rts the f un d ame nt al c ha ng e to h ow we th in k a b ou t

c omp lain ts,” say s L is a. “Its simple a nd co mp re h en sive fu nc tion a lit y a llo ws e mp lo ye es to o wn comp lain ts an d su pp ort s th e m to g et

t he b e st o u tco me for cust ome rs.” Th is ye a r we ha ve h alve d th e time it ta ke s t o fix lo ng d at ed co mp la int s a nd with Re so lve we are

planning for another step down.

18WESTPAC GROUP 2020 ANNUAL REPORT AUSTRAC PROCEEDINGS EXPLAINED AUSTRAC proceedings ov erview
18WESTPAC GROUP 2020 ANNUAL REPORT Strategic report The iss ues highlighted by AUSTRAC in their Statement of Claim

i n N o ve m be r 20 1 9 de ep l y d i sa pp oi n te d sh ar e ho l de r s, c ust om e r s, a n d th e c om m u ni ty , a s w e l l a s W es tp ac’ s em p l oye e s. T he

proc eedings have become a catalyst for change at Westpac. We hav e acknowledged our f ailings and are deeply sorry f or what

o ccu rred . W e h av e in ve stig at ed th e issu es a nd a re d e te rmin ed t o f ix o ur s ho rtco min g s. A b roa d er ch a ng e pro gra m is u n de rway to

address the root causes. Following the AUSTRAC Statement of Claim and recognising the seriousness of the issues: The former

CEO stepped down and the Board determined to forfeit all of his unvested equity; The former Chairman brought forward his

retirement; and A former Non-executive Director and Chairman of the Board Risk & Compliance Committee did not seek re-

e l e cti on . On 2 4 Se pt em b er 20 20 , w e re a che d an a g re e m en t w i t h A U S TR AC t o r eso l ve th e pr o cee d i ng s, sub j ec t t o C o u rt a pp r ova l .

T he res olution involv ed the filing of a Statement of Agreed Facts and Admissions (SAFA) with the Court, whic h on 21 October

2020 approved the payment of a civil penalty of $1.3 billion for the admitted contraventions of the Anti-Money Laundering and

Co u nt er-Te rro rism Fina nc in g A ct 2 0 06 (Cth ) (AML /CTF Act ). W ha t ha pp e ne d On 2 0 Nov emb er 2 0 19 , AUS TRAC comme nc ed civil

p roc ee d in g s in th e Fed e ra l Co urt of A ust ra lia ag ain st We st pa c in rela tio n to alle ge d co nt ra ve nt io n s o f t he A ML/ CTF A ct. The S AFA

filed with the Court is av ailable on our website. In summary, it acknowledged that we had not: Maintained an AML/CTF Program

that fully complied with the requirements of the AML/CTF Rules; Reported over 19.5 million International Funds Trans fer

I ns truct ion s (IFT Is) o n time; In clu de d all re qu ire d inf orma tion a b ou t t he p a yer in re la tio n to o ver 7 6 ,0 00 IFT Is t ha t were rep orted on

t ime; Pa sse d on a ll rele va nt inf ormat ion in rela tion t o ap pro ximat ely 10 ,5 00 I FTIs; Ke p t a p pro priat e re co rds re la ting to o ve r 3 .5

million IFTIs; Appropriately assessed the risks posed by our correspondent bank s; and Appropriately monitored a number of

c ust ome rs’ tra nsa ct io n s fo r ch ild exp loita tio n ris k. W h ile we f aile d in o ur ob lig a tion s, th e SA FA ack no wled ge d th a t th e

contraventions were not the result of any deliberate intention to breach the AML/CTF Act. We carried out a review of these matter s

to be clear on what had occurred, understand the root cause, and determine accountability. We also commissioned a review by an

external Adv is ory Panel into Board Governance of AML/CTF obligations . The outc omes of these rev iews, including the Advisory

Panel report, were released in June 2020 and are also available on our website. The main findings of the reviews were that some

areas of AML/CTF risk were not suffic iently unders tood; there were unclear end-to-end accountabilities for managing AML/CTF

c om p l ia n ce; a nd t he r e w a s a la ck of su ffi ci e nt AM L /C TF ex pe r ti se an d r es ou r ci ng . Th e A dvi so r y P an e l fo un d th at th e w ay th e

Board organised its general governance res pons ibilities was mainstream and fit for purpose. They noted that, with the benefit of

hindsight , and noting t he Board’s esc alating f ocus in t he area, Directors could hav e recognised earlier the systemic nature of some

o f th e fina n cial crime issu es W est pa c wa s fac in g . Th e y a lso fo un d th at rep o rt in g to t he B oa rd on fin an cia l crime ma tt ers wa s at

times unintentionally incomplete and inaccurate.

Monitoring and assessing transactions One of the most serious allegations made by AUSTRAC related to the way we monitored
t ransactions for potent ial child exploit at ion risks. In summary, West pac is required t o monitor transactions and submit suspicious

m a tt er r e po r ts to AU S TR AC i f i t id e nt if i es th at ce rt ai n p at te rn s o f tr an sa cti o ns ar e i n di ca ti ve o f ch i l d exp l oi t at io n . W h il e w e had

monitoring in place, we should have implemented more robust monitoring of transactions for this risk earlier than we did. Since th e

AUSTRAC proceedings, we have further updated our monitoring, reassessed prior transactions and submitted additional

s usp icio us The A USTRA C p roce e din gs ha ve b ec ome a ca ta ly st f or c ha ng e a t W e stp ac .” $ 24 m ma tte r rep ort s to A USTRA C.

T aking ac countability A range of remuneration consequences were applied to 38 individuals, totalling over $20 million1. This

included cancelling 2020 short-term variable reward (STVR) for the Group Executive team and, in some instances, adjusting prior

y ea r a w ar d s th a t h ad y et to ve st. C o nse q ue nc es w er e n ot ab l e to b e ap pl i e d to so m e i n d iv id u al s as th ey ha d al r e ad y l e ft th e

organisation and had no deferred remuneration outstanding. Established a Board Legal, Regulatory & Compliance Committee

c om m i tt ed to t w o si gn i fi ca nt pa r tn er sh i ps to r ed u ce th e hu m an i m p act o f f in a nci a l cr i m e Fi xi ng o ur m i st ake s Wi t hi n d ays of

AUSTRAC’s allegations, we released a Res pons e Plan which detailed our areas of focus. Immediate fixes : This included c losing

the two products that were the main s ource of our failings and reporting a s mall number of outs tanding IFT Is to AUSTRAC. Lifting

a n ti - m on ey l au n de r in g a nd r i sk m a na g em e nt st an da r ds : W e co m m en ce d a p r og r a m to e le va te th e i m po r ta nce o f fi na nc ia l cr i m e

across the Group, with more resources, increased seniority, and greater oversight. We also updated our transaction monitoring

rules and enhanced ov ersight of the processes. Developments include: Establishing a Board Legal, Regulatory & Complianc e

Committee; Elevating the Financial Crime, Compliance and Conduct function, with the Group Executive reporting directly to the

CEO; Increasing risk resources, including adding over 200 additional employees to our financial crime team; and Strengthening

the management of financial crime risks including our policies, data feeding systems, processes and controls. In addition, our

broader plans to improve risk management across the organis ation will complement the improved capability we are building in

financ ial crime, including enhancing our risk c ulture. Safer Children, Safer Communities We have also established a Safer

Ch ildre n, S afe r Co mmun ities wo rk pro gra m to h e lp re du ce th e hu ma n imp ac t o f fina nc ia l crime with a pa rticu lar f ocu s on ch ild

safeguarding, guided by experts in human rights, child safety, online safety and law enforcement. This year, we established multi-

y ear funding partnerships with International Jus tice Mission and Save the Children (Australia), and launched a new Impact Grants

p rog ram. Fo r more a bo u t th is, see p a ge 3 6. W ES TP AC G ROUP 2 02 0 ANNUA L REP ORT 19 S trat eg ic re po rt 1 S TRA TE GIC

REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC

REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION 1 Refer to explanation in

Remuneration Report in the Directors’ Report.

##soft-

20WESTPAC GROUP 2020 ANNUAL REPORT Strategic report 20WESTPAC GROUP 2020 ANNUAL REPORT OUR
PRIORITIES Simplify Returning to our core businesses of banking in Australia and New Zealand, including exiting s ome

businesses and international locations. Rationalising products and simplifying processes to make it easier for customers to bank

with us.

Specialist Businesses revenue contribut ion to G roup1 8% Becoming a simpler bank Complexity has been the source of many of
our issues. We expanded into areas where we did not have a competitive advantage or scale to compete effectively and we lost

t r act io n i n so me o f ou r co r e b u si ne sse s. At th e sam e t im e , ou r o pe r ati n g m od e l be ca m e too d i ffu se d. Th at i s, de ci si o n m a ki n g w as

unclear, and we tended to manage via committee and businesses were not run end-to-end. This inclusive management approach,

while collaborative, tended to dilute accountability and slow decision making. Fundamental change is underway, and we are now

c lear on the locations, markets and businesses in which we will operate. Changes inc lude: Setting up the Specialis t Businesses

division to hold the businesses which we do not view ourselves as the long-term owners of; BUSINESS Customer engagement

B u si ne ss Le nd i ng C a sh M a na ge m e nt Pr i va te W ea l th W IB C u sto m er e n ga ge m e nt C or p or a te a nd I nst i tut i on al Ba nki n g Fi na n ci al

M a r ke ts G l ob a l Tr an sa cti on a l Se r vi ce s Fo r ex am p l e, i n ou r M or t ga ge s L i n e o f Bu si ne ss a M an ag i ng D i r e cto r i s r e spo n si bl e fo r th e

entire mortgage process from origination, pricing, credit assessment and service. We are clear on the locations, markets and

businesses in which we will operate.” CONSUMER Customer engagement Mortgages Everyday Banking Consumer Finance

WESTPAC GROUP 2020 ANNUAL REPORT21 Strategic report 1 S T RA TEGIC REVIEW 2 GROUP PERFORMANCE 3

F INANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3

F INANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION 1 Cash earnings excluding notable items.

22WESTPAC GROUP 2020 ANNUAL REPORT To improv e c ustomer service, we mus t simplify the way we operate; this includes
streamlining our products and digitising processes.” 22WESTPAC GROUP 2020 ANNUAL REPORT Strategic report Inspired to

k eep it simple and easy Simplify ing products for customers To improve customer service, we must simplify the way we operate;

this includes streamlining our products and digitising processes. One such initiative is the migration of customers to newer and

more flexible products which will ultimately allow us to close a raft of legacy products that are no longer for sale. Other initi at i ves

c on tr i bu ti n g to si m pl e r a nd b et te r cus to m er e xp er i en ce i n FY 20 i n cl ud e: C o nsu m e r Im pl e m en te d o ver 5 0 ch an g es to o ur m o r tga g e

process to streamline applications; and Removed 40 fees (out of ~200) from over 40 systems – 20 more will go in FY21. Business

Migrated around 14,000 St.George Everyday Banking accounts and closed five products; Removed 11 fees across Westpac,

St.George, Bank of Melbourne and Bank SA products; and Simplified our Merchant offering, including the closure of 29 legacy

p rod u cts. W IB Simp lifying o u r Glo ba l Tran sa ctio n Se rvice pro du ct pla tfo rm a nd re fo cus in g on c ore ca pa b ilitie s; an d Red u cing th e

number of correspondent banks we transact with. Westpac New Zealand Removed eight consumer products including four

discontinued home loan products; and Migrated 12,000 credit card customers from three discontinued products. Wealth and

insurance Continued to migrate customers and funds from BT Wrap to the more modern and flexible BT Panorama platform

(transition to be completed in FY21); and Moved 16 super products into our new BT Super product (to be completed by the end of

2021).

WESTPAC GROUP 2020 ANNUAL REPORT23 Strategic report 1 S TRA TEGIC REVIEW 2 GROUP PERFORMANCE 3
F INANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW W t a Transforming digital We are

modernising and simplifying our technology, using digital to streamline and automate processes and lift our data capabilities to

s up po r t ri sk m an a ge m en t e a r e us in g d ig i ta l an d a be tte r cu sto m e r exp e r ie n ce. o str e am l i n e a n d ut om a te p ro ce sse sTh e eve n ts o f

this year have emphasised the need to operate using online channels. Our people have responded to a huge increase in demand

f or online serv ic es. Developments t his year hav e included: — Opening new accounts and providing card access t o elderly

c ust om e r s to a vo i d ha vi ng t o en te r a br a nc h; — D e ve l op i ng o nl i n e fo rm s to m an a ge cu st om e r de m a nd fo r p aym e n t d ef er r a ls ; —

E xp an d in g th e us e of th e ne w p ay me n tsC e nt r al t o ou r di g i ta l tr an sf or m a ti on h as p la tf or m f or S t.G eo r ge c ust om e r s;b ee n th e ne e d

to improve data quality and — Introducing a COVID-19 chatbot to betterdata management. We have established a assist

A u str al i a n cus to m er s w i t h q u er i e s;d at a q u al i ty an d m an a ge m en t ass ess m en t — B ei n g o n e of th e fi r st b a nks to e na b le d ash b oa r d,

a series of metrics assessing access to data as part of the Opendata quality and our data infrastructure. All Banking initiative;t he

me trics imp rov ed o ver the y ea r d ue to : — L au n chin g (wit h ot he r Au st ra lian b an ks)— In trod u cing mo re c en tral ove rsigh t to a ne w

blockchain technology to digitisedata quality and management; the bank guarantee proc ess ;— I mplementing data quality

me a sure men t — E xp an din g W IB’s dig ita l ba n king an d mon ito rin g a cross th e Gro up ; a n d p la tfo rm – to mak e it e asie r fo r—

Implementing a new data certification corporates to manage their balanceprocess for new and changed processes. sheets; and —

Creating new digital processes in New Zealand including digital credit submissions, complaints capture, and online forms for

COVID-19 related as sistance. CASE STUDY 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS NEW MOBILE APP

B RING S SIMP L ICITY W e stp ac’s ne w a p p la un ch e d t o 24 0 ,00 0 cu sto mers at th e en d of th e ye ar. It will b e a vaila ble to a ll

customers who use iPhones in early 2021 and an Android version is expected to be rolled out by the end of that year. The app

s implifies what customers do most and makes every thing els e easier. Developed in c ollaboration with Apple and Google,

customers can initiate payments without opening the app via Apple’s intelligent assistant Siri. Other features include drag and drop

t r an sfe r s, f i nd i ng t hi n gs qu i cke r w i th ’ sm ar t se ar ch ’ , st ar t Ap pl e P ay se tu p w i t h a s in g l e t ap , est ab l i shi n g a ‘c ar d h ub ’ th at keeps

track of plastic and personalising the app with wallpapers. More features will be rolled out in 2021. “Our Digital and GroupTech

t ea m s h a ve l is ten e d to cu sto m er s an d re i m ag i n ed o ur m o b il e b an ki n g exp e ri e nc e. C us tom e r s t ol d u s th e y w a nt ed si m p l er a nd

f as ter ba nk in g . W e ’ve simplifie d the n a viga tio n an d pa yme nt s a re f ast er t o frien ds a nd fa mily,” sa ys Ma rtin e Jag e r, Ch ie f Digital &

Marketing Officer. “This is a significant leap for Westpac and sets a solid foundation for us to build on in the future with more

features and experiences.” 4 SHAREHOLDER INFORMATION

24WESTPAC GROUP 2020 ANNUAL REPORT Strategic report 24WESTPAC GROUP 2020 ANNUAL REPORT OUR
PRIORITIES Perform Improving performance by building customer loyalty and growth through service, sharpening our focus on

returns, and resetting our cost base. A strong balance sheet and engaged workforce form the foundation of performance. Holly

R o g er s, W es tpa c Pe rs on al Ba nk in g Ad vi so r

#1 Bus iness Banking NPS ranking2 #3 Consumer NPS ranking3 Helping when it matters – a core commitment Helping
Australians and New Zealanders succeed has been behind our success for over 200 years . Howev er, this year’s challenges and

u n cer t ai n ti es ha ve t est ed u s. Wh i l e w e re ta i ne d ou r n um b e r on e se rvi ce r a nk in g i n Bu si ne ss Ba n ki ng 1, 2 ag ai n st th e oth e r m aj o r

Australian banks, we remained at number three in Consumer3. In New Zealand we are fourth of the major banks in service but we

have been closing the gap this year. Our people have been behind our success in Business banking, responding to the

e n vi ro n m en t a n d w or ki n g ti r el e ssl y t o s up po r t c ust om e r s a nd b u si ne sse s t hr o ug h th e up s a nd d o w ns of th e ye ar . Au str a li a n

C o n sum e r N P S h a s i m p ro ve d ove r th e ye ar bu t o u r ra n k h as no t i ncr e as ed . I n pa r t, thi s w as be ca u se w e di d n ot ad e qu at el y kee p

up with increased demands for assistance in our Contact Centres. In addition, some of our offshore partners were disrupted by

l o ckd ow ns, w h ic h i m p ac te d s er vi ce i n m or t ga ge s. Su p po r ti ng cu sto m e rs w h en i t m a tt er s mo st i s o ne o f ou r co re c om m i tm e nt s a nd

strengths. Our people stepped up to the extraordinary events of the year, by ensuring we remained open for business, by

supporting customers in their transition to contactless banking and by helping customers establish loan repayment deferral

arrangements. We are focused on simplifying and streamlining our operations so our people can get on and do what they do best.

We are focused on simplifying and streamlining our operations so our people can get on and do what they do best, serve

c ustomers.” DIGITAL ENHANCEMENTS DURING COVID-19 The impact of COVID-19 was both s ignificant and rapid. Thousands

of customers needed urgent help when they had to stop work or close their business. The rise in requests led to increased call

wa it times which wa s f ru st ra tin g fo r cus to me rs. In resp o nse , we crea te d a dig it al s olu tion f or c ust ome rs to a p ply f or a n immed iat e

repayment def erral online or via mobile, giving inst ant c ash f low relief. It also allowed customers t o ex it or ext end their s uppo r t

package. This new solution helped many Australians find peace of mind in a time of immense stress. It also freed up the time of

our people to support t hose customers wit h more complex solut ions. WEST PAC GRO UP 2020 ANNUAL REPORT25 Strategic

re po rt 1 S TRA TE GI C REV IE W 2 GRO UP PE RFORMA NCE 3 FINANC IAL S T A TE MENT S 4 SHA REHO LDE R INF ORMA

T ION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION Net

P r om o te r Sc or e m e asu r es th e ne t l i ke l i ho od o f re co m m en da ti o n to o th er s o f th e c ust om e r ’s m a in f in a nci a l i ns ti tu ti on f or r e ta i l or

b u si ne ss ba nk in g . N e t Pr om o te r S cor e SM i s a t ra d em a r k o f B a in & C o In c., S atm e tr i xS yste m s, In c., an d M r Fr ed e ri ck R ei ch h el d .

Us ing a 11 point numerical scale where 10 is ‘Extremely lik ely’ and 0 is ‘Extremely unlikely’, Net Promoter Score is calculated by

s ub tra ctin g t he p e rce n ta ge o f De tra cto rs (0-6 ) fro m th e pe rce nta g e of Pro mot ers (9 -10 ). S ou rce : DB M Co nsu lta nt s B usin e ss A tlas ,

March – August 2020, 6MMA. MFI customers, all businesses. Source: DBM Consultants Consumer Atlas, March – August 2020,

6MMA. MFI Westpac Group customers. “I’m inc redibly proud of the way our people rallied to help customers in need – it’s a great

example of how digital can simplify and instantly make it easier for customers,” says Dhiren Kulkarni – who leads our Consumer

Dig ita l te am.

Helping customers through COVID-19 and natural disasters COVID-19 has changed many aspects of life, inc luding how we bank .
C i t ie s ha ve at ti m e s b ee n d ese r te d, th e us e of ca sh ha s d r am a ti ca l ly fa l l en , a n d de m an d s o n ou r co nt act ce nt re s ha ve e scal a te d.

Vulnerable customers, many of whom prefer face-to-face banking, have not been able to visit branches. In short, many customers

a r e do i ng i t to ug h . W e w e re t he fi r st m aj o r b an k t o o ff er c ust om e r s a C O VID - 1 9 re l i ef p ack ag e on 1 1 Feb r ua r y 2 0 20 a nd

responded quickly by redirecting resources to where they were needed most; closing some branches, and helping customers

a d op t to ne w wa ys of ba n king . We wo rked h a rd t o he lp tho se in fin an cia l diff iculty b y p ro vid ing rep a ymen t de fe rra ls a nd b ridg ing

fac ilities for businesses ahead of government support payments. Many customers still need support and we will continue to work

constructively with them to determine the most appropriate options. SUPPORTING CUSTOMERS ~175k mortgage deferral

p a cka ge s ~4 0k d efe rrals fo r bu sine sse s ~2 2 0k ea rly rele a se sup e ra n nu at ion a pp licat ion s p a id P ROV IDING CRI TICAL B ANK ING

S E R VIC E S AN D IN FR A STR U C TU R E > 9 0% o f b r an ch ne tw o r k r e m ai n ed o pe n 1 1. 5k ne w e m pl o ye es re cr u it ed t o o u r cu sto m er

service teams2 SUPPORTING EMPLOYEES TO WORK EFFECTIVELY Workplace COVID-19 hygiene and safety measures in

p l a ce, i nc lu d in g te m pe r at ur e ch ec ki ng st at io n s ~ 2 2k ( 85 %) e m pl o ye es w or ki n g fr om ho m e1 1 .3 m m a sks p r ov id e d to em p l oy ee s

1m+ hours of audio and video calls Updated policies and standards to help protect the physical and mental health of our people

STANDING BEHIND T HE ECONOMY AND COMMUNITIES Supported local community organis ations and social enterprises

t hr o ug h W es tpa c Fou n da ti o n g r an ts an d o th er ch a ri t ab l e do na ti o ns M ai n ta i ne d fo cus o n c ust om e r s a nd co m m u ni ti e s a ffe ct ed b y

bushfires 26WESTPAC GROUP 2020 ANNUAL REPORT Strategic report At the peak of the COVID-19 restrictions acros s

Australia. March to September 2020.

WESTPAC GROUP 2020 ANNUAL REPORT 27 CASE STUDY Many Australians faced the impacts of prolonged drought,
d e vas ta ti ng b us hf ir e s a n d s to rm s ov er t he ye ar . W e he l pe d cu sto m er s thr o ug h a r an g e o f sup p or t pa cka g es. ” Ll o yd Pi g r am ,

St.George Ulladulla branch manager, with customer, Lyn Grey, at her Lake Conjola property WESTPAC GROUP 2020 ANNUAL

REPORT27 Strategic report 1 S TRA T EGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL S T A TEMENT S 4

SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4

SHAREHOLDER INFORMATION Over the year, many Australians faced the impacts of prolonged drought as well as devastating

bushf ires and storms . Large areas of bus hland, numerous farms, and t ownships were severely affected. I n some cases,

c om m u ni ti e s w e r e ev acu a ted a n d ho m es an d b usi n es ses de st ro ye d. W e he l pe d cu sto m er s ba ck o n to th ei r f ee t thr o ug h a r an g e o f

c ust om e r su pp o rt p ack ag es , i n cl ud i ng : D ro u gh t – e xte n de d ou r su p po r t to c ust om e r s u nd e r a ne w d r ou gh t ass is tan ce p ac kag e ;

and a $100 million fund to provide carry-on finance loans of up to $1 million to existing eligible Westpac agribusiness customers at

a heavily discounted variable interest rate. Bushfires – provided $3.8 million in emergency c ash grants to customers; and around

1,980 disaster relief packages. We also received 603 home and contents insurance claims, with total claims from bushfires

currently estimated at over $37 million. In addition, we donated over $1.4 million to community groups and charities, including

F in a nci a l C o un se ll i n g Au str a l ia , Sta te - ba se d vol u n tee r fi r e se r vi ces an d th e Fo un da ti o n fo r R ur a l an d R e gi o na l R e ne w a l. Fo r m ore

on our bushfire response, see our Sustainability Performance section on page 33. HELPING THROUGH BUSHFIRES On New

Year’s Eve in 2019, bushfires ravaged the NSW South Coast and swept through the seaside village of Lak e Conjola. Many

p rop e rt ies were ta ke n, inc lu d ing th e h ome o f S t.G eo rge c ust ome rs, L yn a nd h er 92 -yea r-old mot he r, S ha ro n. “We lo st eve ryth ing .

All that was left of our family home of 25 years was a pile of ash and rubble. Our photos, our memories – everything,” says Lyn.

Lyn has been a St.George customer since 1980, when she bought her first home. Since then, Lyn and Sharon have kept close ties

with their loc al Ulladulla branch. As part of their weekly trip to town, they stop in to see the team and branch manager, Lloy d

P i gr a m . W h en L l oy d he ar d th e n ew s, h e g o t st r ai g ht i n to uch , an d ar r a ng ed a $ 2, 00 0 em e r ge n cy g r an t to he l p th e fa mi l y ba ck o n to

their feet. “Lloyd has been a great support, and the grant really helped us through the early stages,” says Lyn. Lyn and Sharon’s

property has been cleared and they are waiting for planning approval before building starts on their new home. “Like a number of

o th e r cu sto m er s, Lyn a n d Sh ar o n ha ve b ee n th ro u gh so m u ch ,” sa ys L l o yd. “ It’ s be en h u m bl i ng t o w it ne ss th ei r r es il i e nc e. The y

deserve every second of happiness their new home brings.” $2,000 emergency grant provided by St.George Bank to help get back

on their feet

28WESTPAC GROUP 2020 ANNUAL REPORT Strategic report HELPFUL Passionate about providing a great customer
e xp erie nc e E THICA L Trust ed t o do th e righ t t hin g LE ADI NG CHA NGE De te rmin e d to make it be tt er a n d be b et te r PE RFORMI NG

Accountable to get it done SIMPLE Inspired to keep it simple and easy Our five values – helpful, ethical, leading change,

performing, simple (or HELPS) – guide the way and help us achiev e our purpose ‘Helping Australians and New Zealanders

succeed’. A set of behaviours brings these values to life, making it clear for employees what is expected of them. Helping

Australians and New Zealanders succeed A motivated workforce with a strong performance ethic Great service is underpinned by

a h i gh l y m o ti va te d w or kf or ce w h o ar e ca pa b le , en ga g ed a nd d r i ven b y a s et of cl e ar va l u es. In r e spo n di n g to th e cha l l en g es of the

year, our people have lived our values of being helpful and ethical, caring for customers in difficulty. However, some elements of

our culture have held us back, particularly in the area of risk. This was highlighted in our 2018 Culture, Governance and

A cco u nt ab i li t y ( C GA ) se l f- ass ess me n t. Thi s is n ow c ha n gi n g. W e ha ve co m m en ce d a c ul tu r e pr o gr a m th at w i l l bu i l d on o ur

s tr en g th s o f h el p i ng w h en i t m at te rs , ca r e an d em p a th y. Th e p ro g ra m fo cu se s o n cr ea ti n g a s im p l er an d str o ng er bu si ne ss w it h

h i g h- p er fo r m in g te am s w he r e ev er yo ne k no w s t he i r ro l e i n de l iv er i ng f or c ust om e r s, a n d is ab l e to co ns tr uc ti vel y ch al l en g e an d

r a i se i ssu es ea r l y. A t t he sa m e ti m e , i t w i ll h e l p u s to tu rn a r ou n d the a sp ec ts o f ou r cu l tur e th a t a r e ho l di n g us ba ck, su ch as

c omplexity, s low decision making and diluted accountability. Our new purpose and simplified values and behaviours also support

t hi s cul t ur a l ch an ge . D esp i te th e ch al l e ng es fa ce d ove r th e ye ar , em p l oy ee l oy al ty a nd su pp o rt h as be e n li t tl e cha n ge d. E m pl o yee

commitment was 73% at September 2020, up from 72% at the end of FY19.

R es tor i n g m or tg a ge g ro w th i s a key pr i o ri t y S tr on g ba l an ce sh e et an d i m pr o ve d c ap i ta l ef fi ci en cy M ai n ta in i ng t he st r en gt h of our
b a lan ce sh ee t wh ile imp rov in g ca pit al e ff ic ie n cy is crit ic al in th is e n viro n men t. To main ta in c ap ita l stre ng th , we h ad t o make some

d i ff ic ul t de ci si on s ove r th e ye ar i n cl ud i n g r a i si ng ca p it al i n N o ve m be r 2 01 9, a nd n ot p ayi n g th e 20 20 i n te ri m di vi d en d. W e

r e co gn i se th at m a ny sha r eh o ld e rs r el y on d i vi de nd s, e spe ci a ll y sel f -f un d ed r et i re e s. H o w e ver , gi ve n th e en vi r on m e nt an d

circumstances at the time, this decision was considered to be in the best long-term interests of Westpac and of shareholders. Our

c ap ita l po sitio n is stro ng a n d ou r CET 1 c ap ita l ra tio wa s 1 1 .13 % at 3 0 Se pt emb er 2 0 20 . F un din g an d liqu idity a ls o re main ro bu st,

and well above APRA’s minimums. This solid foundation allows us to continue supporting customers and the economy through this

c hallenging time. Improved capital effic iency will als o emerge as we exit businesses in our Specialis t Busines ses div is ion. In

a d ditio n to n ot b ein g c ore to o ur fut ure , t he se a ctivitie s ty pica lly h ave c ap ita l re tu rns be lo w th e Gro up a ve ra g e. W e are also

r e co nsi d e ri n g ot he r l ow - r e tur n i ng p r od uc ts/s er vi ce s w h e re a p at h to ac cep ta b le r e tu rn s i s di f fi cul t to a ch ie ve . R e st or i ng m o r tgag e

growth Since 2019, our mortgage portfolio has grown below system. This is a result of several factors including accelerated

repayments, the early implementation of expanded mortgage assessment criteria in 2019, operational issues in processing

mortgages including the shut-down of certain offshore partners. Restoring mortgage growth is a priority and our Mortgages Line of

Business has helped to identify issues in our processes. We are now implementing the necessary changes which aim to improve

growt h relative to sys tem in t he year ahead. Productivity – a continual focus As growt h slows, improving eff ic iency bec omes even

more important. Ov er recent years we have improv ed efficienc y by between $300 million and $500 million annually. In 2020, we

s aved over $400 million of costs, although this was offset by inflationary cost increases, higher risk and compliance costs and

a d ditio n al re sou rce s d ev ote d to o ur COV ID-19 re spo n se. W hile o ur p riority re ma in s s up po rtin g cus tome rs t hro ug h th is d if ficu lt

time, we have not lost sight of the need to res et our cost base and fundamentally improve efficiency . In part, effic iency will likely

improve as we simplify our business and reduce complexity. Additional opportunities are also expected to emerge from digital, and

assessing opportunities to reduce our corporate footprint. We plan to announce a cost reset program in 2021. WESTPAC GROUP

2020 ANNUAL REPORT29 Strategic report 1 S TRA TEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL S T A TEMENT

S 4 SHAREHOLDER INFORMA T ION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4

SHAREHOLDER INFORMATION CASE STUDY SHIFTING FOCUS DURING COVID-19 Manly Spirits founders, Vanes sa and

Da vid W hit ta ker (p ictu red ), ma de so me fa st de cision s this ye ar t o k ee p th eir b us in e ss o p era ting . Wit h a t as ting b ar in B roo kva le in

Sydney’s northern beaches, the craf t spirit s distillery has built a strong loc al f ollowing. I ts s pirits are also sold ac ross Australia

through independent and large retailers with international exports growing rapidly. “Our customers lov e our products and that’s

reflected in our rate of growth over the last five years,” says David. “Before COVID-19 hit, we had just taken on more bar staff a n d

extended our business loan to expand the production of dark spirits.” With the pandemic came social distancing and bar closures

and the business shif ted its focus to retail outlets. It also divert ed res ources to the manufacture of sanitiser, supplying hospitals

and the Rural Fire Service, among others. “Our capabilities in manufacturing and alcohol along with Westpac’s financial support

allowed us to pivot quickly,” says David. “This kept our people employed and revenue flowing while meeting an important

community need.”

BUILDING A SUSTAINABLE FUTURE As one of Australia’s largest financial institutions, we recognise our role in helping to
c reate positive s ocial, economic and env ironmental impact. Every y ear, through our sustainability materiality asses sment process,

w e i d en ti f y th e bu si n ess o pp or t un i ti es an d ch al l e ng es th at m a tte r m o st t o ou r sta ke ho l de r s. Thi s he l ps i nf or m o ur a p pr o ach t o how

we c reate long-t erm sustainable value for our customers, employees, suppliers, shareholders and communities. 2020 most

material sustainability topics Conduct and culture Poor conduct has eroded public trust in Westpac and the financial services

s ect or . In r es po ns e, w e ha ve p l an s i n p la ce d es ig n ed to s tr en gt he n o ur cu l tu r e, an d i m pr o ve ou r p r oce sse s t o de l iv er b e tte r

customer outcomes. Governance and risk management We have enhanced our governance this year and are building a stronger

risk management capability. This change is critical to the reputation and financial strength of the Group. Financial performance

Delivering sound financial performance and a s trong balance sheet underpins our ability to support cus tomers, the economy and

the Group’s long-term success. Changing regulatory landscape Supervision and regulation in the financial services sector

c on ti n ue s t o evo l ve , cr e at i ng ch an g e an d co mp l e xi ty i n h ow w e op er a te . C u sto m e r sat i sfa cti o n an d exp e ri e n ce C ust om e r s w a nt

banking to be easier, simpler and more efficient. At the same time, customer needs are becoming more complex. Customer

v ulnerability and hards hip Our ability to support customers in times of hards hip and antic ipate when they are v ulnerable allows us

t o help when it matters most. Customer safety and access Maintaining an environment where c ust omers can safely and

conveniently access our products and services. Digital product and service transformation Digitisation creates opportunities to

improve efficiency and deliver new and improved services where, how and when customers choose to engage with us. Information

s ecu rity a n d da ta p riva cy Main ta in in g c on fid en tia lit y a nd th e se cu rit y o f o ur syste ms a n d da ta is p a ra mou n t in ret ain ing t he trust

and confidence of our stakeholders. Workforce wellbeing and talent retention Maintaining a s ecure, flexible and s upportive

workplace helps us attract, retain and develop our people. Climate change risks and opportunities As a major financial institution,

we have an important role in managing the risks and opportunities of climate change. Supporting communities in need As an

integral service provider in the communities in which we operate, we s upport those in need including in times of emergency and

recovery. We also support initiat ives that address complex societ al and economic is sues. Human rights business risk We seek to

positively impact human rights in our value chain through our role as an employer in fostering inclusion and diversity, our lendi n g,

u n de r sta nd i ng o u r r ol e i n sup p or ti n g In di g en o us com m u ni t ie s, ou r i n ves tm en ts i n fu nd s, an d th ro u gh o ur s up pl y ch ai n .

3 0 W ES TPA C G R OU P 20 2 0 AN N U A L R EP OR T Str a te gi c re p or t Ou r ap p r oa ch to i d en ti fyi n g ou r m a ter i a l su sta i na bi l i ty to pi cs i s

aligned to the Global Reporting Initiative (GRI) Standards (2016) and the AA1000 Ac countAbility Principles Standard (2018).

Founding bank and signatory to the Principles for Responsible Banking announced in September 2019. Supporter of the United
N a ti o n’ s Su sta i na b l e D e ve l op m en t Go al s (S D Gs ) an d i ts ag en d a for act io n o n im p r ovi n g th e w el l b ei n g of pr e se nt an d fu tu r e

generations. Signatory to the Business Coalition Statement on Climate in 2015, which highlights our support for the Paris Climate

A g re e men t t o limit glo ba l wa rmin g to les s th a n two de g re e s Ce lsius ab o ve pre -in du st ria l lev els. Fou n din g sign a tory to th e Unit ed

Nations Global Compact and a supporter of the UN’s ‘Protec t, Respec t, Remedy ’ framework. Climate change reporting aligned to

the recommendations of the Tas k Force on Climate-related Financial Disc losures. We update our sus tainability strategy every

t hr e e ye ar s. Ou r l ast su sta i na b i li ty str a te gy w as l au n che d i n 20 1 7 a n d cen tr e d on th r e e p r i or i ti e s w h er e w e b el i ev ed w e co u ld have

the greatest impact and create sustainable long-term value by: Helping people make better financial decisions Helping people by

being there when it matters most to them Helping people create a prosperous nation WESTPAC GROUP 2020 ANNUAL

REPORT31 Strategic report 1 S TRA T EGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL S T A TEMENT S 4

SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4

SHAREHOLDER INFORMATION CultureFundamentals The following pages assess our progress on this s trategy in its final year,

ahead of the launch of our 2021-2023 Sustainability Strategy. We have made good progress over the last three years meeting or

e xce e di n g ove r 8 0% o f t he m e asu r es se t i n 2 01 7 1. 1 Tot al n u m be r o f m e as ur e s m e t d i vi de d by to ta l nu m b er o f me a sur e s.

32WESTPAC GROUP 2020 ANNUAL REPORT BUILDING A SUSTAINABLE FUTURE Sustainability performance progress
Progres s highlights in the final year of our 2018-2020 Sustainability Strategy. 32WEST PAC GROUP 2020 ANNUAL REPORT

Strategic report During the past year we delivered a range of financial education programs reaching an estimated one million

i n d iv id u al s, as w e ll as bu si ne sse s, no t fo r- p r ofi t o rg a ni sa ti o ns an d co mm u n it y g r ou p s th r ou g h W e stp a c’ s D a vi ds on In sti t ut e i n

Australia and the Managing Your Money program in New Zealand. Together with the launch of a new online platform, we

introduced new eas y to unders tand content, inc luding a financial fitnes s course. Other initiatives include financial c apability

r e so ur ce s f or y ou ng A us tr al i a ns vi a Ye ar 1 3 a nd th r ou g h ou r n ew I ns tag r am TV cha n ne l ; w o m e n v ia R u b y C o nn e cti on ; an d ol d e r

A u str al i a ns vi a St ar ts at 6 0. Al i g nm e nt to t he su sta i na b l e d e vel o p me n t g o al s N e w a n d si mp l e r pr o du cts an d se r vi ces C us to me r s

w a n t si m p l er , sm ar t er a nd s mo o th er b a nki n g. W e co nti n u e t o re vi e w o ur p r od u cts an d pr o ces ses to r e du ce co m pl e xi ty a n d

improve service. To improve the home ownership experience, we now have digital tools to help customers prepare for their first

h o m e lo a n ap po i nt m en t, up l oa d d ocu m e nts , a cce pt a l oa n o ffe r i n on e cl i ck a n d t r ack th ei r a p pl i ca ti on vi a o nl i n e ba nk in g th r ou gh

to settlement, with reminders and alerts. With 80% of digital customers us ing their phone for banking, we are rolling out a new

Westpac personal banking app, designed for a faster and easier experience, with more intuitive navigation and quicker payments.

WESTPAC GROUP 2020 ANNUAL REPORT33 Strategic report 1 S TRA TEGIC REVIEW 2 GROUP PERFORMANCE 3
F INANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW Helping those in need of extra c are

We continue to improve support for customers in v ulnerable circumstances. This year, we introduced an ent erpris e-wide s tandard

to help our people support customers in vulnerable circumstances. In addition, we developed our Family or Domes tic Violence

Position Statement, which outlines the principles we apply when supporting affected customers. We offer a variety of resources to

assist customers and their families ex periencing Helping peoplechallenging circumstances such as the loss of a loved one, div orce

or separation, by being thereor elder financial abuse. Following the COVID-19 restrictions, we offered when it matterssupport for

elderly customers and people experiencing vulnerability to set up most to themcontactless banking. Our teams are working hard to

supportRemote banking support customers, communities and theWestpac Remote Services supports economy throughout the

COVID-19Aboriginal and Torres Strait Islander pandemic. Our initial res pons e foc usedcus tomers in remote communities who on

protecting our people and customersmay face geographic, language and cultural while remaining open for business andbarriers to

a cce ssi n g fi n an ci al ser vi ce s. pu tt in g i n pl a ce a ra n ge o f c ust om e r su pp o rt p ack ag es su ch as m or t ga ge a n dFi r st pi l o ted i n 2 01 8 ,

this year we business loan deferrals. Our focus has nowexpanded Yuri Ingkarninthi, our Indigenous shifted to working with

c ustomers whoConnection call c entre, to c ustomers Supporting more thanin all States and Territories, conducting 24,000

customersneed more individual support.over 18,000 customer conversations to experiencing vulnerability throughBefore COVID-

1 9 , m a ny cu sto m er s an ds up po r t a v ar i et y o f r e m ot e ba nk in g n ee ds . o ur spe ci a li st te a m scom m u n it i es w er e , a nd c on ti n ue to

be,These included access to cards or cash, impacted by drought and last summer’sestablishing telephone and internet banking

devastating bushfires. Support packagesand resolving issues related to scams included mortgage and business loanand fraud.

deferrals, emergency cash grants and a $100 million fund to provide carry-on finance loans of up to $1 million to existingAlignment

to the sustainable development goals eligible drought affected agribusiness customers at a discounted variable interest rate. We

approved over 75,000 applications for financial assistance from customers experiencing financial hardship in FY20. 2 GROUP

PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION

34WESTPAC GROUP 2020 ANNUAL REPORT Helping people create a prosperous nation To help our people develop their skills,
we provide a range of structured and self-paced learning experiences, including virtual coaching support to help bankers have

g rea t cu sto mer co n versa tio ns an d d ee pe n rela tio nsh ips . W e h ave a lso pa rtn ere d with lea din g un ive rs it ies to o ffe r emp loy ee s a

range of micro-c redentials in disciplines such as risk, lending and service. 719 jobs West pac Foundat ion1 grant s to s ocial

enterprises helped create 719 jobs2 for vulnerable Australians Helping create jobs for vulnerable Australians Westpac

F oundation1 paid $2.3 million in grants to help organisations that prov ide employment, education and training support for some of

Australia’s most vulnerable. Given COVID-19’s impact, the Foundation brought forward grant payments and expanded its non-

financial support, working w ith industry partners to offer access to pro bono skills. This year, Westpac Foundation also partnere d

with the Foundation for Rural and Regional Renewal (FRRR) to award grants to 50 community organisations in rural, regional and

remote communities affec ted by drought, bushfires and COVID-19. 34WESTPAC GROUP 2020 ANNUAL REPORT Strategic

report D elivered over $150 million in community inves tment3 CASE STUDY THE BREAD AND BUTTER PROJECT The Bread

and Butter Projec t is Australia’s first social enterprise bakery , investing all its profits into training and employ ment f or refugees and

asylum seekers. As a wholes ale bakery, the c losures of cafes and restaurant s due t o COVID-19 initially result ed in a 60% los s in

re ve nu e . W ith W es tp ac Fou n da tio n’s sup p ort, th e Pro je ct ex pa nd e d it s d istribu tio n to W oo lwort hs Metro st ore s. T his h e lpe d th e

b a kery incre as e s ale s a nd k ee p its b a kers an d train ee s emp loye d . Re fe r to fo o tn ote o n p ag e 13 . Job s c re a ted t hro ug h th e

Westpac Foundat ion job creation grants to social enterprises are for the year ended 30 J une 2020. Exc ludes commercial

sponsorships.

CASE STUDY I plan to use my Fellowship as an opport unity to showcase what is possible and inspire young scient ists t o follow
their pass ion.” Dr Jacquiline Romero, Westpac Scholar A QUANT UM ALPHABET Quantum physicist and Westpac Sc holar Dr

Jacquiline Romero believes the key to online security could lie in a ‘quantum alphabet’ made not from letters, but from different

shapes of light. Dr Romero is exploring its potential through her Westpac Research Fellowship at The University of Queensland. “I

plan to use my Fellowship as an opportunity to showcase what is poss ible and ins pire young scientists to follow their passion.”

“ Th e Fe ll o w sh ip i s ex pa nd i ng m y ne tw o r k b ot h in si d e an d ou tsi d e of a cad e m ia , w hi ch e nc ou r ag es a br o a de r co nve r sa ti on b ey on d

physics. Talking to others in the Westpac Scholars network, you get a sense that they sincerely want to help you achieve your

vision. That backing helps me be bolder and more ambitious.” Tomorrow’s leaders Westpac Scholars Trust4 awards 100

scholarships each year to individuals who have the ideas and drive to help shape the future of Australia. Since beginning in 2014,

Westpac Scholars Trust has awarded scholarships v alued at $24.6 million in partners hip with 22 universities across Aus tralia.

W e stp a c S cho lars are ta len te d Au st ra lian s f ocu se d on t ack lin g a ra n ge o f iss ue s, from find ing t re a tmen ts to rare d isea se s, to

c re a ting in no va tive b usin es ses th at h elp so lve so cial p rob lems . To da y the re are a lmo st 50 0 W es tp ac Sch o la rs. $3 .9 m In f ull ye a r

2020 Westpac Sc holars Trust awarded $3.9 million in educational scholarships to the next 64 Westpac Scholars WESTPAC

GROUP 2020 ANNUAL REPORT35 Strategic report 1 S TRA TEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL S T A

T EMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL

STATEMENTS 4 SHAREHOLDER INFORMATION Westpac Scholars Trust (ABN 35 600 251 071) is administered by Westpac

Scholars Limited (ABN 72 168 847 041) as trustee for the Westpac Scholars Trust. Westpac Scholars Trust is a private charitable

t r ust a nd n ei th e r th e Tr ust n or t he Tr u ste e ar e p ar t of W est pa c G r ou p . W e stp ac pr o vi de s ad m in i str a ti ve su pp o rt , s ki ll e d

volunteering, and funding for operational costs of Westpac Scholars Trust.

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3 6 W ES TPA C G R OU P 20 2 0 AN N U A L R EP OR T Au str a li a ’ s l a rg e st f i na nc ie r o f g r ee n fi el d r e ne w ab l e en e rg y p r oj e cts fo r th e pa st
three years5 - see Climate change on page 42 for more information Social and affordable housing During the year we were joint

lead managers for National Housing Finance and Investment Corporation (NHFIC) on two social bonds, including the largest social

bond by an Australian issuer. Funds raised by the bonds will support community housing providers across New South Wales,

Queensland, South Australia, Tasmania, Victoria and Western Australia, financing over 4,700 properties, including over 1,100 new

dwellings . Our lending to the social and affordable housing sector increas ed to $1.7 billion6. This reflec ts a change in market

dynamics, with funding sources to the sector more diversified. We continue to support NHFIC and its clients. Safer Children, Safe r

Communities One of the commitments in our Response Plan to the AUSTRAC proceedings was to develop a program to help

reduce the human impact of financial crime. The program involves a series of actions and investments we intend to deliver in

Australia and across the Asia Pacific Region over three years to make a meaningful impact on child safety and protection. To

guide our approach, we established the Safer Children, Safer Communities Roundtable of experts in human rights, child safety,

o n lin e sa fe ty a n d la w e n force me nt. P ro g re ss th is ye ar in clud e d de ve lo p ing st ra te g ic pa rtn ersh ips with In te rna tio na l Ju stice Mission

to provide $18 million over three years to tackle online sexual exploitation of children in the Philippines, and with Save the Children

(Aus tralia) to provide $6 million ov er six years to support the deliv ery of its ‘Protect Children – Philippines’ project. We are w or ki n g

with an international non-gov ernment organis ation to inves t $25 million in cros s-industry data s haring projec ts to better detect,

monitor, report and prevent harm to children associated with financial crime. Most recently, we launched a new Impact Grants

p rog ram, a llo ca ting $ 9 .2 millio n to su pp ort co mmun ity o rga n is at io n s a nd n ot -for-p ro fits wo rk in g a cro ss a ra n ge o f c hild sa fe ty and

protection initiatives in Australia. Principles for Responsible Banking In 2017, we were a founding bank and signatory to the

Principles for Responsible Banking (PRB), an initiative of the United Nations Environment Programme Finance Initiative (UNEP

F I). L as t ye a r, we b eca me th e first b a nk glo ba lly to re po rt in a lig n men t wit h the d raf t p rincip les. A lig nme n t to t he su st ain ab le

development goals 36WESTPAC GROUP 2020 ANNUAL REPORT Strategic report Source: IJGlobal, September 2020. Refers to

t he cu mu la tive To ta l A pp rove d Ex po su re t o cus tome rs in th e So cia l an d Af fo rd a ble Ho usin g se cto r sinc e 20 13 .

WESTPAC GROUP 2020 ANNUAL REPORT37 Strategic report 1 S T RA TEGIC REVIEW 2 GROUP PERFORMANCE 3
F INANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW A culture that is caring, inclusive and

innovative We are working t o address t he culture s hortcomings out lined in t he Culture, G overnance and Accountability (CGA) self-

a sse ssm e n t, w i t h a p r og r am th at bu i l ds on o u r str e ng th s o f c ar i ng a n d em p at hy, w h il e t ur n in g a ro u nd a spe ct s o f o ur cul t ur e w hi ch

h a ve he l d us ba ck, su ch a s co m pl e xi ty an d di l u te d a cco u nt ab i l it y. O u r ne w p ur p os e a n d si m pl i fi e d val u es an d b eh av io u rs a re a l so

s up po r ti n g thi s cu lt ur a l ch an g e. Pr o m ot in g an i n cl us iv e soc ie ty, w h er e o ur w o r kfo r ce r efl e cts Im pr o vi ng t he w a y w e r e sol ve o u r

customerscustomer issues Recognising and embracing the diversity Over the past two years, we have made Average time to of

o u r pe o pl e h el p s u s t o c re a te a n s ig n i fi can t cha n ge s t o th e m a n ag em e n t r e sol u ti o n for in cl u si ve cul t ur e w h er e em p l oy ee s f ee l o f

customer complaints, both in terms complaints7 is 6.5 days, comparedthey belong, are encouraged to bring newof our processes

a n d by i de nt i fyi ng a n d to 9 da ys in 2 0 19 i de as a nd u nd e rst an d th e di ve r si ty of th ea d dr e ssi ng r o ot ca us e i ss ue s t ha t l e a d

c ommunities we s erve.to complaints. We have introduced a new CulturalInitiativ es include complaints sk illing Div ersity Leadership

Shadowing Program,sessions for bankers with a focus on first with 210 employees participating in thepoint resolution, an updated

C o m p la i n ts f ir st ye ar . Ma n ag e me n t S ta nd a rd a nd c on ti n ui n g to m ake i n fo r ma ti o n on h o w to m a ke a We st pa c w a s i n cl ud e d in t he

B loo mb erg comp lain t e a sier t o find . We h a ve also G en d er E qu a lit y In d ex fo r th e fou rth rolled o u t a n ew comp lain ts man ag e men t

c on se cut i ve yea r .sy ste m to h el p i m pr o ve th e cu sto m er W e w e lc om e d 11 5 n ew A b or i gi n al or To r r ese xp er i e nce a n d f or b e tte r

compliance Strait Islander employees and increasedand reporting. the regional footprint of our Aboriginal andWe also continue to

re fu nd c ust ome rs To rre s S tra it Is la n de r tra in e esh ip pro gra m,wh ere we h ave n o t g ot it rig ht th rou gh wh ich p ro vid es pa id fu ll-time or

school-our customer remediation programs. based traineeships to build experience in financial services. We also launched the

second intake of our Tailored Talent program for those on the Autism spectrum. This program received Autism Australia’s 2020

Aspect Advancement Award. 7 Group Internal Dispute Resolution complaints excluding WIB complaints. 2 GROUP

PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION

38WESTPAC GROUP 2020 ANNUAL REPORT 38WESTPAC GROUP 2020 ANNUAL REPORT Strategic report Health, s afety
and wellbeing Our priority through COVID-19 has been to protect our people while remaining open for business. We have

implemented a range of measures to support the health and wellbeing of employees, including enhanced cleaning, providing

personal protective equipment, temperature checks in larger sites and installation of polycarbonate screens in branches. Where

possible, employees are working remotely, with over 20,000 working from home. We also introduced special leave provisions to

address illness, self-isolation and changing childcare responsibilities . Over 2,000 leaders hav e completed training in the early

intervention and prevention of mental ill-health, and the importance of s upportive leadership. Since COVID-19, we have introduced

new health and wellbeing resources, including for parents and carers balancing home and work commitments, and for employees

expos ed t o increased ris ks of domest ic and family violence. SUSTAINABI LI TY-LINKED LOAN Westpac NZ and Contact Energy

e n te re d i nt o a $5 0 m il l i o n, fo ur - ye ar s ust ai n ab i l it y- l in ke d l oa n fa ci li t y, o n e o f th e fi rs t o f it s ki n d in N e w Ze a l an d. Th e lo an’ s

incentive targets align with continual improvement in Contact Energy’s Environmental Social and Governance (ESG) performance,

including assessment of it s climat e strategy, electricity generation mix, corporate governance and st akeholder engagement .

Sustainable lending and investment Many corporate and institutional customers are moving to more sustainable business models.

W e o ffe r a ran g e of su sta ina ble fin a nce p rod uc ts a n d service s t o sup p ort th em in t he tra ns it ion , in clud in g s ust ain ab ilit y-lin ked

loans that incentivise borrowers to meet pre-determined sustainability targets. During the year, we updated our Sustainability Risk

Management Framework and ESG Credit Risk Policy, developed tools to support bankers when considering ESG risks, and

e n ha n ced o ur po si ti o n s ta te me n ts i n cl u di n g o n cl i m at e an d hu m a n r i g ht s. H u m a n r i g ht s S ee H u m an r i gh ts on p a ge 4 0.

WESTPAC GROUP 2020 ANNUAL REPORT39 Strategic report 1 S TRA TEGIC REVIEW 2 GROUP PERFORMANCE 3
F INANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW Environment1Our supplier inclusion

and diversity program has c ontinued to grow with C0We are committed to reduc ing the climate$19 million spent with diverse

s up pl i e r s 2 cha n ge i m p act s o f o u r op e ra ti o ns. W e du r in g th e ye ar , in cl u di n g $5 .9 m i l li o n ac hi e ved a n 1 1% r ed u cti on i n S cop e 1

andwith Indigenous-owned businesses. Maintained carbonScope 2 greenhouse gas emissions in 2020 neutral statuscompared to

2019, and a 27% reductionCommunity and social impact since 20162. The reduction over the last four years has been driven by

commercial andThrough our community programs, retail site consolidation and refurbishmentswe support our employees to make

as well as onsite solar installations. Reduceda difference in the issues and causes staff numbers at corporate sites due

t oimp orta n t t o the m. More th an 3 ,0 00 7 5 %a pp roxima te ly 2 % o f the re po rte d re d uct ion th e COV ID-1 9 pa nd e mic

c ontributedemployees participated in our v olunteering programs, sharing their skills or time to in Scope 1 and 2 emissions this

year.support community partners and social Renewable energy represents 75% ofenterprises. our lending to theResponsible

s ourcing electric ity sectorIn addition, over $2.7 million was donated We work with over 8,600 supplier partnersto more than 780

c ha r it i es th ro u gh o ur an d du r i ng th e ye ar p r oc ur e d g o od s a n dM a tch i ng G i fts pr o gr a m , w h i ch m at che s ser vi ce s w o r th $ 6. 5 b i l l io n

across Aus traliaemployee donations to eligible Australian and New Zealand.charities dollar-for-dollar. In res ponse to the Modern

Slavery Act 2018 A+(Cth), we have published a new ResponsibleFIRST GREEN LOAN IN Sourcing Code of Conduct, updated

ourSUPERANNUATI ON Responsible Sourcing assessment tool A+ rating for BT’sThis year, we launched Aust ralia’s sus tainable

investmentto increase our ability to identify risks of strategy and governance modern slavery and expanded the scopefirst green

loan developed for the through the Principlesof our assessment activities to suppliers insuperannuation sector. Working with for

Responsiblehigh risk c ategories, outside of our Top 100Local Government Super, the $65 million Investment (PR I)by spend. We

have commenced a redesigngreen loan was structured by determining of the Responsible Sourc ing Program towhich buildings in

its Local Government enhance our methods of identifying ESG Property Fund met international risks and take steps to mitigate

and manage standards for green buildings s et ESG risk s across different industries and by the Climate Bonds Initiative. deeper

into our supply chain. 1 Environmental footprint data as at 30 June 2020, unless otherwise stated. 2 FY16 Scope 1 and 2 baseline:

147,620 tCO -e. 2 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION

40WESTPAC GROUP 2020 ANNUAL REPORT BUILDING A SUSTAINABLE FUTURE Human rights Respecting and adv ancing
human rights helps us to achieve our vision to help Australians and New Zealanders succeed. It reflects our belief that all people

are entitled to basic rights and freedoms without discrimination. 40WESTPAC GROUP 2020 ANNUAL REPORT Strategic report

Our Human Rights Position Statement and 2023 Action Plan: Commits to 19 specific actions over the next three years; and Sets

o u t t he p r in ci p le s tha t gu i de o u r ap pr o ac h an d he l ps sta ke ho l de r s i d en ti fy th e sp eci fi c po l i ci es, fr a m ew o r ks a n d oth e r do cu m en ts

where those principles are applied in practice. Our c ommitment to human rights As a major financial institution, we understand th at

through our activities we may impact on human rights, whether in our role as a financial services provider, lender, purchaser of

g o od s a n d service s, emp loye r, or su p po rte r of co mmu n ities. W e reco g nise we h av e b o th a resp o nsib ilit y to re sp ect h uma n rig ht s,

and opportunit ies t o positively impact human right s, across our value chain. I n particular, Westpac acknowledges and has taken

a cco u nt ab ilit y fo r its ina de q ua te tra ns act ion mo nito ring to h e lp id en tify p ote n tial child e xplo ita tion . Eve ry th ree y ea rs, we review

a n d up da te o u r H um a n R i gh ts Po si ti on S ta te m en t an d Act i on P la n ( H um a n R i gh ts Act i on P la n ) to l ay ou t th e pr i nc ip l es th at g ui d e

o u r ap p ro a ch an d h el p sta ke ho l de r s i d en ti fy th e sp eci fi c po l i ci es, fr a m ew o r ks a n d oth e r do cu m en ts w he r e th ose p r i nci p l es ar e

applied in practice. In May, we published our third Human Rights Position Statement since 2015, together with our 2023 Action

P lan . This set s o u t n ine te en sp e cific a ctio ns to b e ad d re sse d ov er t he n ex t th ree y ea rs fo r h ow we will mo re de ep ly e mb ed res pect

f or h u m an r i gh ts i nt o o u r bu si n ess a nd b usi n e ss r e la ti o ns hi p s, i n l i ne w i t h t he U N Gu i di n g Pr i nci p l es on B us in e ss a n d H um a n

Rights. Governance and oversight The Westpac Group Board has oversight of our approach to human rights and our management

of human right s risks. Our Human Rights Ac tion Plan is review ed by the Executive Team and approved by the Board every three

years. The Board Risk Committee considers and approves Westpac’s Sustainability Risk Management Framework (which includes

human rights risks) every two years. The implementation and management of Westpac’s approach to human rights is led by Group

Executives.

WESTPAC GROUP 2020 ANNUAL REPORT41 Strategic report 1 S T RA TEGIC REVIEW 2 GROUP PERFORMANCE 3
F INANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW Identifying our salient human rights

issues Salient human rights issues are the human rights at risk of the most severe negative impact through a company’s activities

and business relations. The following salient Supported thehuman rights have been identified as key focus areas: psychological

h e al th a n d saf et y o f o ur w or kfo r ce , p ar t ic ul a rl y i n l i g ht o f t he i m pa ct s o f b us hf ir e s a n d C O VI D - 19 M a na gi n g hu m a n ri g ht s i ssu e s

T his y ea r, we t oo k a n umb e r of impo rta nt ste ps to u plift o ur re sp ect fo r h uma n rig ht s, in lin e w it h the Hu ma n Rig h ts A ctio n Plan: —

deliv ered extra level of care and sensitivity in the way we s erve and support c ustomers experiencing v ulnerability; — progressed a

s ignificant multi-year program of work to address management of financial crime risks, including those as soc iated with child

exploitation; — commenced a series of actions and investments in Aust ralia and ac ross the Asia Pacific region through our Safer

Children, Safer Communities work program;TAKING ACTION ON MODERN — updated our ESG Credit Ris k Policy andSLAVERY

our position on certain sensitive sectors toIn response to the Modern include further guidance on human rightsSlavery Act 2018

(Ct h), th is ye ar risks an d to fu rth er e mb ed th e p rin ciple we ha ve ta ke n ste ps to e mbe d o f ‘risk t o p e op le’ a s well a s risk to thei ts

r e qu i r em e nt s a cr os s o ur b u si ne ss; op er a ti o ns an d su pp l y ch a in . — su p po r te d t he p sych o l og i cal h e al th a n dTh e se in cl u de : saf et y o f

o u r w or kf or ce , p a rt i cul a r ly i n l ig h t— id e nt if yi ng w a ys t o be tt er o f b u shf i re s an d C OV ID - 19 ; an da d dr e ss m o d er n sl av er y r i sk; —

published our Slavery and Human— conducting a modern slavery Trafficking Statement for the 2019 financialrisk assessment;

and year in accordance with the Modern Slavery— identifying areas for industry Act 2015 (UK) and made progress to

meetcollaboration. the requirements of the newly commenced Australian Modern Slavery Act 2018 (Cth). 2 GROUP

PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION

42WESTPAC GROUP 2020 ANNUAL REPORT BUILDING A SUSTAINABLE FUTURE Climate change Westpac recognis es that
climate change is one of the most significant issues that will impact the long-term prosperity of the global economy and our way of

life. 42WESTPAC GROUP 2020 ANNUAL REPORT Strategic report Climate-related financ ial disclos ure We are committed to

m a n ag i ng o ur bu si ne ss in a l i gn m en t w i th th e Pa r is Ag r ee m e nt an d th e ne e d to tr an si ti o n to a ne t ze ro e m i ssi on s e co no m y by

2 0 50 . The r e is co nt in u ed d ev el o pm e nt i n th e cl im a te ch a ng e ag e nd a an d i nc re a si ng i n ter e st fr om in ve sto r s, r e gu l a tor s, cu sto m er s

and the c ommunity in our approach to this iss ue. T his y ear, we further integrated management of climate c hange impacts into our

business. Since 2018, the Group has published disclosures in line with the recommendations of the Task Force on C limate-related

Financial Disclosures (TCFD) and our performance against these recommendations is summarised below.

Clima te ch a ng e: S trat eg y K ey a chie ve men ts from o u r 20 2 0 Clima te A ction P lan o ve r th e yea r: CL IMA TE CHANG E SO LUTI ONS
Prov ide finance to bac k climate change solutions Increas ed lending to c limate change solutions, taking total c ommitted exposure

to $10.1 billion, exc eeding our target1 of $10 billion by 2020; and Facilitated $4.8 billion for c limate change solutions, exceed i ng

our 2020 target of $3 billion. SUPPORT BUSINESSES Support business es that manage their climate-related risks Reduced the

e missio ns inte n sity of ou r le nd ing to t he e lect ricit y g en e ra tio n sec to r from 0.3 6 tCO -e /MW h in 2 01 7 to 0 .2 5 tCO -e/ MW h 2 2 2

Maint ained our commitment t o s tringent lending standards in t he thermal coal mining s ect or; Support ed customers ’ transition

s trat egies through sust ainable finance structures, such as sustainability-link ed loans – see case study page 38; and Through BT,

c on ti n ue d ou r i n vol ve m en t i n C l i m a te Ac ti on 1 0 0+ , an i n ves tor - l ed i n i ti at i ve to e ng ag e syst em i ca l l y i m po r ta nt g re e nh ou se g as

emitters and help achieve the goals of the Paris Agreement. HELP CUSTOMERS Help individual customers respond to climate

c hange Provided over 3, 400 natural disaster relief pack ages to assist customers aff ect ed by f loods , bus hf ires and other disasters

over the year – see page 27 for further details; and Westpac New Zealand launched a Warm Up Home Loan, offering up to

NZ$10,000 interest-free, for five years, to make homes healthier and more energy efficient. IMPROVE DISCLOSURE Improve and

d i scl o se ou r cl i m a te ch an ge p e rf or m a nce R e du ce d Sc op e 1 an d 2 em i ssi o ns b y 2 7% si n ce 20 1 62 e xce ed i ng o ur re d uct io n ta r ge t

of 9% by 2020; Commenced renewable electricity supply from Bomen Solar Farm in Q4 2020. We expect to source over 45% of

our annual electricity requirement from renewables in 2021, and are on track to meet our commitment of 100% by 2025; Westpac

New Zealand became New Zealand’s first Toitū carbon zero c ertified bank in 2020; and Released our updated Climate Change

Position Statement and 2023 Action Plan. POLICY ADVOCACY Advocate for policies that stimulate investment in climate change

s olutions Activ ely engaged in industry initiativ es on key climate change themes, including through the UN Principles for

Responsible Banking, Australian Sus tainable Finance Initiativ e, Australian Busines s Roundtable for Disaster Res ilience and Safer

Communities, and Climate Measurement Standards Initiative (CMSI). WESTPAC GROUP 2020 ANNUAL REPORT43 Strategic

re po rt 1 S TRA TE GI C REV IE W 2 GRO UP PE RFORMA NCE 3 FINANC IAL S T A TE MENT S 4 SHA REHO LDE R INF ORMA

T ION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3 FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION

Progress and targets for lending to climate solutions are reported on an ‘as-at’, non-cumulative basis. 2

C l im a te ch a ng e up d at e ( co n ti nu e d) A i m to p r ovi d e $3 .5 b i ll i o n ne w l e nd i ng t o c li m a te ch an g e sol u ti o ns by 20 2 3 an d $1 5 bi l l i on by
2030 Strategy update In May, we released our updated Climate Change Pos ition Statement and 2023 Action Plan (Climate Action

Plan)1. Our updated Climate Action Plan describes the principles that underpin our climate change strategy, recognising that: a

t r an si ti o n t o a ne t z er o e mi s si on s e co no m y i s re q ui r ed b y 2 0 50 ; eco n om i c g r ow t h an d em i ssi o n s r ed u cti o ns ar e co m pl e m en ta r y

g o al s; a dd r ess in g cl i m at e c ha n ge cr e at es op po r tu ni t ie s; cl i m ate - r el a te d ri sk i s a fi n an ci a l r is k; a n d col l e cti ve a cti o n, tr an sparency

and disclosure matter. To address c limate change risk and opportunities , our Climate Ac tion Plan identifies three areas where we

expec t to direc t our attention over the short, medium and long-term. We will: help cus tomers and c ommunities respond to climate

change; improve the climate change performance of our operations; and support initiatives and policies to achieve the goals of the

P a ri s Ag r ee m en t. Th e C li m a te A cti on P l an a l so i de nt i fi es ar e as w h er e w e w i l l con ti n ue t o im p r ov e o u r ov er si g ht, r i sk m a n ag em e nt

and disclosure of climate change risks and opportunities. Oversight The Board has oversight of the Group’s approach to and

ma n ag eme n t o f c lima te ch an g e an d rece ive s twice -ye arly u pd a te s. O u r Clima te A ctio n P lan is ap pro ve d by th e Bo ard e very th re e

y ears. T he Board Ris k Committee c onsiders and approves our Sustainability Ris k Management Framework (w hich inc ludes

climate change risks) every two years. The management of our response to climate change is led by Group Executives. The

Sustainability Council (Council), sponsored by the Group Exec utive, Customer and Corporate Relations, comprises senior leaders

f r om a cr o ss t he G ro u p w it h re sp on si b il i ty fo r m an a gi n g We st pa c’ s su st ai n ab i l it y a ge n da , i n cl u di n g c li m a te ch an g e. Th e C ou nc il

meets at least quarterly and has climate change as a standing agenda item. The Council reports to the Executive Team and Board

through twice-yearly updates. Various committees oversee different elements of our climate change strategy: the Sustainable

F in a nce Co mmitte e co ord in a te s init ia tive s t o ach ie ve We st pa c’s clima te ch an g e s olu tion s targ et s. It re p orts to th e Cou n cil; th e

Clima te Ch an ge Risk Committ ee o ve rs ee s wo rk to id en tif y a nd ma na g e t he p o ten tia l impa ct on cre dit e xpo su re s from clima te

change-related transition and physical risks across the Group. It reports to the Group Credit Risk Committee; and the Environment

Management Committee oversees strategies and initiatives to reduce our environmental footprint, particularly targets on energy

and emissions . It reports to the Council. Divisional risk committees consider the climate change dimensions of our bus iness

activities as required. During the year, the Board: attended a training workshop led by industry experts to discuss climate chang e

r i sks , i n ves to r exp e cta ti o ns an d di r e cto rs ’ du ti e s; ap pr o ve d the G r ou p’ s fo ur th C l i m a te Act i on P l an i n Ap r i l 20 2 0; an d n ote d a

summary of developments in climate change in its six-monthly update. To enhance oversight of climate change we: aligned the

Clima te Ch an ge Risk Committ ee , cha ired b y th e G ro u p Ch ie f Cre dit Off icer, to b e a s ub -committ ee o f t he G rou p Cre d it Risk

Co mmitte e to imp ro ve o versig ht o f clima te -re late d fin an cia l ris ks; imp leme nt ed c lima te ch an g e u p da te s t o risk fo rums for majo r

c ust omer-f ac ing div is ions including Westpac Institutional Bank (WIB), Business division, Consumer division and Westpac New

Z ea l an d Li m i te d ; a nd co m m e nce d w or k to e nh an ce cl i m at e ch an ge r e po r ti ng t o th e B o ar d . 4 4W E STP AC GR O U P 20 20 A N N U AL

REPORT Strategic report 1 Westpac’s Climat e Change Position St at ement and 2023 Act ion Plan does not apply t o investment s

made where a Westpac Group entity is acting as a trustee (for example Responsible Super Entity licensee or Responsible Entity)

o r i n sur e r . Th e go ve r na nc e an d str a te gi e s fo r E SG r i sk i n th es e po r tfo l io s (i n cl ud i ng c li m a te ch an g e) a r e th e re sp on si b il i ty of th e

r e l eva n t b o ar d an d m a na ge m e nt of th e se en ti ti e s.

Managing climate-related risks Climate change risks are managed within the Group’s risk management framework. We seek to
understand the potential for climate-related transition, phys ic al and litigation risks to impact our busines s, in particular the possible

impact on credit risk, regulatory and reporting obligations, and our reputation. Through our Climate Action Plan, we set out criteria

f or l e n di n g to em i ssi o n s-i n te ns iv e an d cl i ma te - vu ln e ra b le s ect or s, su pp o rt in g cu sto m er s th at ar e i n , o r r el i a nt on , th ese se ct ors and

who assess the financial implications of climate c hange on their busines s, including how their s trategies are likely to perform under

v ar i ou s fo rw a r d- l o oki n g sce na r i os, a nd d em o ns tr at e a r i g or o us ap p ro a ch to g ove r na n ce, st ra te gy se tti n g, r i sk m a na g em e nt a nd

reporting. We review our Sus tainability Risk Management Framework, risk appetite measures and policies ensuring the criteria set

out in the Climate Action Plan are integrated. T hese criteria are applied at the portfolio, cus tomer and transac tion level where

appropriate. Escalation of climat e-related risk s to relevant divisional risk commit tees oc curs in accordance wit h the Sustainability

R i sk M a na ge m en t Fr am e w or k. If th e i de nt i fi ed r i sks ar e n ot w i th in r i sk ap pe ti te t he n th e ap p li ca ti o n of co nd i ti o ns to m an a ge the

risks may be considered, or the transaction may be declined. Risks associated with climate change have environmental, social

and economic dimensions and are predicted to impact all aspec ts of soc iety. Bomen Solar Farm in Wagga Wagga, NSW

WESTPAC GROUP 2020 ANNUAL REPORT45 Strategic report 1 S T RA TEGIC REVIEW 2 GROUP PERFORMANCE 3

F INANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW 2 GROUP PERFORMANCE 3

F INANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION CLIMATE CHANGE RISK COMMITTEE We updated our Climate

Change Risk Committee (CCRC) to improve ov ersight of climate-related financial risk s. The CCRC met three times during the

y ear. Now chaired by the Group Chief Credit Officer and reporting to the Group Credit Risk Committee, the CCRC’s objec tives are

t o: o ver se e i de n ti fi ca ti on , qu an ti f ic ati o n an d m a na ge m e nt of cl i m at e- r el a te d r is ks; i n te gr a te cl i m at e- r e la te d r is ks i n to r i sk

management frameworks, lending policies and lending guidelines; design, execute and integrate climate scenario analysis and

portfolio resilience testing; support climate c hange dis closures and reporting; and fac ilitate continuous improvement in climate-

related risk management.

Westpac has long understood that climate-related risk is a financial risk. This is one of the reasons why we have been taking
action on this issue for over a decade. This year we improved climate-related risk management by: establishing ’Sustainability’ as

a Level 1 Risk in the Group Risk T axonomy to enhance our focus on material sustainability risk s including climate change;

realigning ownership of the Sustainability Risk Management Framework from Group Sustainability to Risk to improve integration

with Group-wide risk approaches; initiating a review of our Sustainability Risk Management Framework, Risk Appetite Statements

and ESG Credit Policy to integrate the criteria set out in our new Climate Action Plan; analysing the c redit characteristics of lending

i n i n du str y sec to rs an d p ost cod e s w h i ch m ay fa ce hi g he r r i sks by 20 5 0 u n de r cl i m at e cha n ge sce n ar i o s d eve l op e d in 2 0 18 a nd

2019; completing Wes tpac New Zealand’s first climate risk disclosures in line with TCF D recommendations; and conducting a

physical ris k assessment of the impact of sea level rise on coastal flooding and erosion on t he Westpac New Zealand resident ial

mortgage book. Scenario analys is Since 2016, Westpac has evolved its scenario analy sis to inform it s assessment of climate-

related risks and opportunities over the short, medium and long-term. The findings from our scenario analysis informed our curren t

Climate Action Plan which outlines a range of commitments to help customers and communities respond to climate change. We

continue to assess1: the resilience of our Australian Business and Institutional2 lending to transition risks using 1.5 and 2-deg r ee s

s cenarios; and the potential impact of c limate-related phys ical risks on the Aus tralian mortgage portfolio3 arising from global

w a r m i ng sc en ar i o s o f b o th 2 an d 4- d eg r ee s. As at 3 0 Se pt em b er 20 20 : th e s ha r e of ou r cu r re n t A us tr al i a n Bu si ne ss an d

I ns titutional portfolio exposed t o sect ors which may f ace relatively higher growth cons traints4 at 2030 and 2050 under climate

c ha ng e tr a ns it io n sce n ar i os ( 1. 5- d eg r ee s a n d 2- d eg r ee s) i s s ho w n be l ow : th e sh ar e o f o ur c ur r en t Au str a l ia n m or t ga ge p o rt fo li o in

postcodes which by 2050 are likely to be exposed to higher physical risks under a 4-degrees scenario is approximately 1.7%. As

part of our Climate Action Plan, furt her work underway includes: assessing climate-related physical risk s on our Aust ralian

agribusiness portfolio and how we can continue to support our customers to respond; updating our assessment of physical risk in

o u r Au str a l ia n m o rt ga ge b o ok an d ho w w e c an h el p cu sto m er s be co m e m or e cl i m at e- r esi l i e nt ; i n teg r at i ng cl i m a te ch an ge

considerations into our stress-testing capability; and analysing lending across the energy sector, including a ‘deep dive’ on the oil

and gas s ector under Paris-aligned scenarios – s ee nex t page. 46WESTPAC GROUP 2020 ANNUAL REPORT Strategic report

E xcl u de s re ta i l, so ve re i g n a n d ba nk e xpo su r es. Ex cl ud es R AM S a nd E q ui ty Acc ess . S ec tor s w ho se m e di u m ( 20 3 0) a nd l o ng - te r m

(2050) performance under a scenario deviated by more than one standard deviation below average GDP growth were classified as

‘higher risk ’.

WESTPAC GROUP 2020 ANNUAL REPORT47 Strategic report 1 S TRA TEGIC REVIEW 2 GROUP PERFORMANCE 3
F INANCIAL S T A TEMENT S 4 SHAREHOLDER INFORMA TION 1 STRATEGIC REVIEW Energy s ector focus Our focus on the

energy sector recognises its critical role in the transition to a low carbon economy and our role in supporting this change. During

the year we undertook further analysis to expand disclosure of our total committed exposure to the energy sector value chain in

WIB5. Mining andTransportOil and Gas ExtractionRefining $2.02 billion Oil and GasLNG Terminal Ex traction$0.57 billion $2.22

billion Ex ploration $0.56 billionDistribution and Retail CoalCoal Electricity MetallurgicalRailand Gas6 coal$0.28 billion $0.21

billionNetworks Port$4.53 billion Metallurgic al$0.44 billion coal in diversifiedRetailers miners7$0.77 billion $0.03 billion Thermal

c oalOil and Gas $0.30 billion$1.32 billion Uranium $0.03 billion In addition to the criteria for financing activities in the energy sector

set out in our Climate Action Plan, we have commenced work to further understand the role of oil and gas in the transition to a low

c ar b on e co no m y. 5 A l l fi g ur e s a r e Tot al C o m m i tte d Exp o sur e s ( TC E ) at 3 0 Se pt em b er 20 20 f or W IB o n ly . 6 A ust ra l i a an d N ew

Z ealand only. Cust omers with operat ions acros s several sect ors are at tributed across t hose activities based on business segment

c on tr i bu ti o n. 7 C o al e xp osu r e s w i th i n di ve r si fi ed m i n er s a r e ap p or ti o ne d b y th e pe r ce nt ag e EB ITD A co nt r ib u ti on o f c oa l i n th ei r

la te st an nu a l fin an cial sta te men ts. Th ermal coa l e xp osu res with in d ive rs if ied mine rs a re imma te ria l. 2 G ROUP P ERFO RMANCE 3

FINANCIAL STATEMENTS 4 SHAREHOLDER INFORMATION

Introduction
This Corporate Governance Statement, which has been approved by the Board, describes

our corporate governance framework, policies and practices as at 1 November 2020.

Framework and our approach to governance

Corporate governance is the framework of systems, policies and processes by which we

operate, make decisions and hold people to account. The framework establishes the roles

and responsibilities of Westpac’s Board and management. It also establishes the systems,

policies and processes for monitoring and evaluating Board and management performance

and the practices for corporate reporting, disclosure, remuneration, risk management and

engagement of security holders.

Our approach to corporate governance is based on a set of values and behaviours that

underpin our day-to-day activities, and are designed to promote transparency, fair dealing

and the protection of stakeholder interests. It includes aspiring to the highest standards of

corporate governance, which Westpac sees as fundamental to the sustainability of our

business and our performance.

In July 2020, we announced the findings of our reassessment of our Culture, Governance

and Accountability Program which was undertaken in response to a request from APRA. The

reassessment found that important shortcomings remain in Westpac’s culture, governance

and accountability frameworks and practices and highlighted that important aspects of

Westpac’s non-financial risk culture have been ‘immature and reactive’.

Westpac is focused on addressing the shortcomings identified by the reassessment,

including through a program called Customer Outcomes and Risk Excellence (CORE).

CORE is a comprehensive, Group-wide transformation program that focuses on oversight of

non-financial risk, and on strengthening our risk culture, risk frameworks and risk

management capability. While the Board is responsible for the governance of the CORE

program, oversight of the CORE program workstreams has been allocated to the Board

Legal, Regulatory & Compliance Committee. In addition, the CORE workstream - ‘Board

Governance of Non-Financial Risk’ - is sponsored by the Chairs of the Board Risk Committee

and the Board Legal, Regulatory & Compliance Committee.

For further information refer to the Strategic Review, and to the Risk Management Section of

this Corporate Governance Statement below.

In addition, we regularly review local and global developments in corporate governance to

assess their implications and to respond to changes in the operating environment. We also

seek to improve our systems, processes and policies and look to strengthen our frameworks

to reflect changing expectations where appropriate.

We have equity securities quoted on securities exchanges in Australia, New Zealand and the

United States.

Australia

The principal listing of Westpac ordinary shares is on the ASX, trading under the code

WBC. Westpac also has hybrid securities, capital notes, senior notes and subordinated

notes listed on the ASX.

We have followed the ASX Corporate Governance Principles and Recommendations

(third edition) (ASXCGC Recommendations) published by the ASX Limited’s Corporate

Governance Council (ASXCGC) throughout the year. In addition, we have reviewed our

relevant governance practices in respect of the fourth edition of the ASX Corporate

Governance Principles and Recommendations in anticipation of reporting against them

for the 2021 financial year.

We must comply with the Corporations Act and the Banking Act, including Part IIAA -

The Banking Executive Accountability Regime (BEAR) amongst other laws, and, as an

Authorised Deposit-taking Institution, with governance requirements prescribed by

APRA under Prudential Standard CPS 510 Governance.

This Corporate Governance Statement addresses each of the ASXCGC

Recommendations with an explanation of our corporate governance practices,

demonstrating our compliance with each Recommendation.

Further details about the ASXCGC Recommendations can be found on the ASX website

www.asx.com.au.

In this Corporate Governance Statement 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.

New Zealand

Westpac’s ordinary shares are also quoted on the NZX, which is the main board equity

security market operated by NZX Limited. Westpac also has subordinated notes quoted

on the NZX Debt Market. As a foreign exempt issuer in New Zealand, we are deemed to

satisfy and comply with the NZX Listing Rules, provided that we remain listed on the

ASX and comply with the ASX Listing Rules.

The ASX, through the ASXCGC Recommendations and the NZX, through the NZX

Corporate Governance Code, has adopted similar ‘comply or explain’ approaches to

corporate governance. The ASXCGC Recommendations may, however, materially differ

from the corporate governance rules and the principles of NZX’s Corporate Governance

Code.

48WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

United States
Westpac has American Depositary Shares (ADS) representing its ordinary shares quoted on

the New York Stock Exchange (NYSE), trading under the symbol WBK. Under the NYSE

Listing Rules, foreign private issuers (like Westpac) are permitted to follow home country

practice in respect of corporate governance in lieu of the NYSE Listing Rules. However, we

are still required to comply with certain audit committee and additional notification

requirements.

We comply in all material respects with all NYSE Listing Rules applicable to us.

Under the NYSE Listing Rules, foreign private issuers are required to disclose any significant

ways in which their corporate governance practices differ from those followed by domestic

US companies. We have compared our corporate governance practices to the corporate

governance requirements of the NYSE Listing Rules and note the significant differences

below.

The NYSE Listing Rules require that, subject to limited exceptions, shareholders be given the

opportunity to vote on equity compensation plans and material revisions to those plans. In

Australia, except in certain circumstances, there are no laws or ASX Listing Rules that

require shareholder approval of equity-based incentive plans or individual grants under those

plans (other than for Directors, including the Managing Director and Chief Executive Officer

(CEO)).

Westpac’s employee equity plans have been disclosed in the Remuneration Report in

Section 10 of the Directors’ report, which is subject to a non-binding shareholder vote at the

Annual General Meeting (AGM) and grants to our CEO are approved by shareholders. The

details of grants under our equity-based incentive plans have been disclosed in Note 33 of

our financial statements for the year ended 30 September 2020.

The NYSE Listing Rules set out specific requirements for determining whether a director will

be regarded as independent. While these requirements are broadly consistent with

Westpac’s criteria for independence (described below under ‘Board, Committees and

oversight of management’), under Australian independence requirements, the Board is able

to apply discretion in its determination of a director’s independence that differs from the

NYSE Listing Rules.

The NYSE Listing Rules also provide that the Board Nominations & Governance Committee’s

responsibilities should include selecting, or recommending that the Board select, the Director

nominees for the next annual meeting of shareholders and overseeing the evaluation of the

Board. The Board, rather than the Board Nominations & Governance Committee, reviews

and recommends the Director nominees for election at the AGM and undertakes an annual

review of its performance.

WESTPAC GROUP 2020 ANNUAL REPORT49

Corporate governance

50WESTPAC GROUP 2020 ANNUAL REPORT
Corporate governance

WESTPAC’S BOARD AND BOARD COMMITTEE STRUCTURE

The diagram above shows Westpac’s Board and current Board Committee structure. The structure comprises a Board with six Board Committees that oversee Westpac’s business. The Board’s

responsibilities include approving and overseeing management’s implementation of the strategy and business plan of the Westpac Group, approving the Group’s risk management framework, risk

management strategy and risk appetite statement, and monitoring the effectiveness of risk management by the Westpac Group.

From time to time, the Board may form other Committees or request Directors to undertake specific extra duties. In addition, from time to time, the Board participates (either directly or through

representatives) in due diligence committees in relation to strategic decisions and capital and funding activities.

The Board has delegated to the CEO, and through the CEO to the Executive Team, responsibility for the day-to-day management of Westpac’s business.

The key functions of the Board and each of the Board Committees are outlined in this Corporate Governance Statement. All Board Committee Charters are available on our website at

www.westpac.com.au/corpgov.

How the Board and Board Committees work including oversight of management
The roles, responsibilities and accountabilities of the Board and Board Committees were

amended during the year by updating the Board and Board Committee charters. The key

responsibilities of the Board and Board Committees set out in this Corporate Governance

Statement are based on the Charters that took effect on either 1 June 2020 or 1 July 2020.

Board of Directors

Roles and responsibilities

The role of the Board is to provide leadership and strategic guidance for Westpac and its

related bodies corporate. The Board Charter outlines the roles and responsibilities of the

Board. Key responsibilities are:

•approving, and overseeing management’s implementation of, the strategic direction of the

Westpac Group, its business plan and significant corporate strategic initiatives;

•assessing and reviewing the performance of the Board and its Board Committees and

determining Board size and composition;

•approving the Westpac Board Renewal Policy, Board Tenure Policy, and the Westpac

Group Remuneration Policy;

•selecting, appointing and determining terms of appointment of the CEO and Chief

Financial Officer (CFO);

•approving individual remuneration levels and adjustments (including forfeiture and

clawback) to variable remuneration where appropriate for Group Executives, other

executives who report directly to the CEO, any other accountable persons under the

BEAR and any other person the Board determines;

•evaluating the performance of the CEO;

•approving the appointment of Group Executives, the General Manager, Group Audit and

any other person the Board determines and monitoring the performance of Group

Executives;

•approving the annual targets and financial statements and monitoring financial

performance against forecast and prior periods;

•determining our dividend policy and the amount, nature and timing of dividends to be paid;

•considering and approving our overall risk management framework for managing financial

and non-financial risk;

•approving our Group Risk Management Framework, Group Risk Management Strategy

and Group Risk Appetite Statement and monitoring the effectiveness of risk management

by the Group;

•forming a view of our risk culture and overseeing the identification of, and steps taken to

address any desirable changes to risk culture;

•considering the social, ethical and environmental impact of our activities, setting standards

and monitoring compliance with our sustainability policies and practices;

•overseeing and monitoring workplace, health and safety (WHS) issues in the Group and

considering appropriate WHS reports and information; and

•maintaining an ongoing dialogue with Westpac’s external auditor and, where appropriate,

principal regulators.

Board areas of focus in FY20

This year the Board (including with assistance from its Committees) has focused on:

•overseeing the program of actions to address the matters raised by the Australian

Transaction Reports and Analysis Centre (AUSTRAC) in its Statement of Claim including

by:


establishing a Board Financial Crime Committee

1

to oversee the implementation of

Westpac’s enhanced financial crime program;

–appointing Promontory Australia to undertake an external assurance review of

Westpac’s management accountability review and an external review of Westpac’s

financial crime program;

–appointing an independent Advisory Panel to review the Board’s governance with

respect to the Group’s anti-money laundering and counter- terrorism financing

(AML/CTF) obligations;

–determining accountability and applying remuneration consequences for the CEO,

Group Executives and other relevant current and former Westpac employees in

respect of the issues identified in the AUSTRAC Statement of Claim;

•appointing a new CEO and overseeing changes to, and succession planning of the

Executive Leadership Team, including the creation of three new Group Executive roles

being Group Executive, Financial Crime, Compliance & Conduct, Chief Executive,

Specialist Businesses and Chief Operating Officer;

•overseeing the Group’s response to the COVID-19 pandemic;

•our three strategic priorities: Fix, Simplify and Perform;

•overseeing the establishment of a new Specialist Businesses division which has

undertaken a strategic review of certain businesses to simplify Westpac’s portfolio;

•establishing a Board Legal, Regulatory & Compliance Committee as a new sub-committee

of the Board Risk Committee to assist with overseeing management of financial crime risk,

material litigation and regulatory investigations, customer remediation activities,

compliance and conduct risk;

•overseeing the implementation of a new Lines of Business operating model to clarify

responsibilities and accountability for end-to-end performance;

•reviewing the findings of the reassessment of the Culture, Governance and Accountability

Program (including appointing Promontory Australia to provide independent assurance

over the reassessment) and overseeing the CORE program which Westpac has embarked

on following the reassessment; and

•approving a new Code of Conduct, a new purpose ‘Helping Australians and New

Zealanders Succeed’, a new set of values ‘Helpful, Ethical, Leading Change, Performing

and Simple’ and a set of behaviours to bring those values to life.

WESTPAC GROUP 2020 ANNUAL REPORT51

Corporate governance

1.The Board Financial Crime Committee was established and dissolved during the reporting period, with its remaining responsibilities assumed by the Board Legal, Regulatory & Compliance Committee.

Meeting with Regulators
The Board also met with representatives from the Australian Securities and Investments

Commission, Australian Prudential Regulation Authority and the Australian Financial

Complaints Authority during the course of the year.

Delegated authority

The Constitution and the Board Charter enable the Board to delegate to Board Committees

and management.

The roles and responsibilities delegated to the Board Committees are captured in the Charters

of each of the six established Committees, namely:

•Audit;

•Risk;

•Legal, Regulatory & Compliance;

•Nominations & Governance;

•Remuneration; and

•Technology.

The Board Charter, Board Committee Charters and Westpac’s Constitution are available on

our website at www.westpac.com.au/corpgov.

The Delegated Authority Policy Framework outlines the principles Westpac has adopted to

govern decision- making within the Westpac Group, including to put in place channels of

escalation and reporting to the Board. The scope of, and limitations to, authority delegated by

the Board to the CEO and through the CEO to other Group Executives, is articulated in formal

delegation instruments and covers areas such as operating and capital expenditure, funding

and securitisation, and lending. These delegations have been implemented with a view to

balancing effective oversight with appropriate empowerment and accountability of

management. Any matters or transactions outside the delegations of authority given to

management are required to be referred to the appropriate Board or relevant Board Committee

for approval.

The Executive Team and Executive Risk Committee are management committees (that is, they

are not committees of the Board) that have a role in implementing Board-approved strategies

and policies and managing risk across the Group.

Independence

Together, the Directors have a broad range of relevant financial and other skills and

knowledge, combined with the extensive experience necessary to guide our business. Details

are set out in Section 1 of the Directors’ report. A skills matrix for the Board appears in this

statement.

All of our Non-executive Directors satisfy our criteria for independence, which aligns with the

guidance provided in the ASXCGC Recommendations and the criteria applied by the NYSE

and the US Securities and Exchange Commission (SEC).

The Board assesses the independence of our Directors on appointment and annually. Each

Director provides an annual attestation of his or her interests and independence. Directors are

considered to be independent if they are independent of management and free from any

business or other relationship that could materially interfere with, or could reasonably be

perceived to materially interfere with, the exercise of their unfettered and independent

judgement, who acts in the best interests of Westpac as a whole, rather than the interests of an

individual shareholder or other party. Materiality is assessed on a case by case basis by

reference to each Director’s individual circumstances rather than by applying general

materiality thresholds.

Each Director is required to disclose any business or other relationship that he or she has

directly, or as a partner, shareholder or officer of a company or other entity that has an interest

or a business or other relationship with Westpac or another Westpac Group member. The

Board considers information about any such interests or relationships, including any related

financial or other details, when it assesses the Director’s independence.

52WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

WESTPAC GROUP 2020 ANNUAL REPORT53
Corporate governance

Size and membership of Board Committees

1

as at 30 September 2020

Committee Composition

2,3

NAME OF

COMMITTEE

BOARD AUDIT

COMMITTEE

BOARD RISK

COMMITTEE

BOARD LEGAL,

REGULATORY

& COMPLIANCE

COMMITTEE

BOARD

NOMINATIONS

& GOVERNANCE

COMMITTEE

BOARD

REMUNERATION

COMMITTEE

BOARD TECHNOLOGY

COMMITTEE

NUMBER OF

MEMBERS

4

455534

COMPOSITION

All members are Independent Non­

executive Directors

All members are Independent Non­

executive Directors

5

All members are Independent Non­

executive Directors

6

All members are Independent Non­

executive Directors

All members are Independent Non­

executive Directors

Maximum one Executive Director

Other members are Independent Non­

executive Directors

John McFarlane

Chairman,

Non­executive,

Independent

Chair


Peter King

CEO, Executive


Nerida Caesar

Non-executive,

Independent

✓✓

Alison Deans

Non-executive,

Independent

✓✓✓

Chair


Craig Dunn

Non-executive,

Independent

✓✓

Chair


Steven Harker

Non-executive,

Independent

✓✓

Chris Lynch

Non-executive,

Independent

✓✓

Peter Marriott

Non-executive,

Independent


Chair

7


✓✓ ✓

Peter Nash

Non-executive,

Independent

Chair

7



Chair

7



Margaret Seale

Non-executive,

Independent

✓✓

1The Board Financial Crime Committee was established and dissolved during the reporting period, with its remaining responsibilities assumed by the Board Legal, Regulatory & Compliance Committee. The members of that Committee were Peter Nash (Chairman), Nerida

Caesar, Steven Harker and Margaret Seale.

2Composition requirements for each Committee are set out in the relevant Committee Charter. Consistent with each Committee Charter, the Chairman of each Committee is determined by the Board.

3The Board Committee composition changes which have occurred in FY20 can be found in the ‘Directors’ meetings’ table in the Directors’ Report in the 2020 Annual Report.

4All Board Committees except the Board Nominations & Governance Committee must have a minimum of three members. The Board Nominations & Governance Committee is composed of all Board Committee Chairs, Board Chairman and other members as determined

by the Board.

5The Committee must also include at least one member of the Board Audit Committee and at least one member of the Board Remuneration Committee.

6The Committee must also include the Chair of the Risk Committee as a member.

7The Chair must be an Independent Non-executive Director, who is not the Board Chairman.

Chairman
The Board elects one of the independent Non-executive Directors as Chairman. Our Chairman

is John McFarlane who became Chairman on 1 April 2020. The Chairman’s role includes:

•providing effective leadership to the Board in relation to all Board matters;

•guiding the agenda and conducting all Board meetings to facilitate discussions,

challenge and decision-making;

•in conjunction with the Company Secretary, arranging regular Board meetings

throughout the year and confirming that minutes of meetings accurately record

decisions taken and, where appropriate, the views of individual Directors;

•overseeing the process for appraising Directors and the Board as a whole;

•overseeing Board succession;

•acting as a conduit between management and the Board, and being the primary

point of communication between the Board and CEO;

•representing the views of the Board to the public; and

•taking a leading role in creating and maintaining an effective corporate governance

system.

CEO

Our CEO is Peter King, who became CEO on 2 April 2020, having been Acting CEO since

2December 2019. The CEO’s role includes:

•leadership of the management team;

•developing strategic objectives for the business and achievement of the planned results;

and

•the day-to-day management of the Westpac Group’s operations, subject to the

specified delegations of authority approved by the Board.

Board and Board Committee meetings

The number of meetings of the Board and Board Committees, and the number of those

meetings attended by Directors for the financial year ended 30 September 2020 are reported in

Section 9 of the Directors’ report.

Non-executive Directors regularly meet without management present, so that they can discuss

issues appropriate to such a forum. In all other respects, senior executives are invited, where

considered appropriate, to participate in Board meetings. They are also available to be

contacted by Directors between meetings.

Nomination and appointment

As set out in its Charter, key responsibilities of the Board Nominations & Governance

Committee are:

•assessing the skills required to discharge competently the Board’s duties having

regard to Westpac’s performance, financial position and strategic direction;

•developing, reviewing, assessing and recommending to the Board policies on Director

tenure, Board composition and size;

•reviewing annually diversity generally within the Group, including approving measurable

objectives for achieving diversity in the composition of the Board, senior executives and the

workforce generally and the Group’s progress in achieving such objectives;

•developing and implementing succession planning for Non-executive Directors, the CEO,

Group Executives, the General Manager, Group Audit and any other person the Committee

determines;

•reviewing the process for the orientation and education of new Directors and continuing

education for existing Directors;

•reviewing eligibility criteria for appointing Directors to the Board;

•considering and recommending candidates for appointment as Directors to the Board and

determining the terms and conditions (excluding remuneration) on which Non-executive

Directors are appointed and hold office;


considering and recommending candidates for appointment to the Boar

ds of significant

subsidiaries (including Westpac New Zealand Limited and our insurance and

superannuation businesses);

•approving policies for appointments to the boards of subsidiaries of Westpac; and

•reviewing and where required, approving the Group’s corporate governance policies with

the objective of meeting appropriate corporate governance standards, having regard to the

law and the Board’s aspirations for excellence in corporate governance standards.

Board skills, experience and attributes

Westpac seeks to maintain a Board of Directors with a broad range of financial and other skills,

experience, and knowledge necessary to guide the business of the Group.

The Board uses a Skills Matrix (Matrix) to illustrate the key skills and experience the Westpac

Board is seeking to achieve in its membership collectively, and the number of Directors with

each skill and experience. The Matrix is set out in Figure 1.

For FY20, the Board had a target of maintaining at least 30% women on the Westpac Board.

The Board gender diversity as at 30 September 2020 is set out below.

Number of female Directors of the Board (3 out of 10).

54WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

WESTPAC GROUP 2020 ANNUAL REPORT55
Corporate governance

Figure 1 – Board skills, experience and attributes as at 30 September 2020

BOARD SKILLS, EXPERIENCE AND ATTRIBUTES (AS AT 30 SEPTEMBER 2020)

SKILLS AND EXPERIENCEDESCRIPTIONNUMBER OF DIRECTORS

Strategic

and

commercial

acumen

An ability to define strategic objectives, constructively question business plans and

implement strategy using commercial judgement

10/10

Financial

services

experience

Experience working in, or advising, the banking and financial services industry (including

wealth management), with strong knowledge of its economic drivers and global

business perspectives

7/10

Financial

acumen

Highly proficient in accounting or related financial management and reporting for

businesses of significant size

8/10

Risk

Experience in anticipating, recognising and managing risks, including regulatory,

financial and non-financial risks, and monitoring risk management frameworks and

controls

8/10

Technology

Experience in developing or overseeing the application of technology in large complex

businesses, with particular reference to innovation and the Group’s digital

transformation strategic priority

8/10

Governance

Commitment to, and knowledge of, governance, environmental and social issues, with

particular reference to the legal, compliance, regulatory and voluntary frameworks

applicable to listed entities and highly regulated industries

10/10

People,

culture and

conduct

Experience in people matters including workplace cultures, morale, management

development, succession and remuneration, with particular reference to the Group’s

talent retention and development initiatives and the ability to consider and respond to

matters relating to inclusion and diversity

9/10

Executive

leadership

Being appointed as CEO or a similar senior leadership role in a large complex

organisation, and having experience in that position in managing the business through

periods of significant change

9/10

Listed

company

experience

Held two or more Non-executive Directorships on Australian or international listed

companies

7/10

International

Senior leadership experience involving responsibility for operations across borders, and

exposure to a range of political, cultural, regulatory and business environments in that

position

6/10

Customer

focus

Experience in developing and overseeing the embedding of a strong customer-focused

culture in large complex organisations, and a demonstrable commitment to achieving

customer outcomes

8/10

In October 2020, the Board Nominations & Governance Committee approved a revised target of at
least 40% women on the Westpac Board.

Westpac’s performance against the revised target will vary at any given time depending on the

timing of Board composition changes.

The Board Nominations & Governance Committee considers and makes recommendations to the

Board on candidates for appointment as Directors. Such recommendations pay particular attention

to:


the mix of skills, experience, expertise, diversity, independence and other qualities of

existing Directors; and


how the candidate’s attributes will balance and complement those skills and qualities and

address any potential skills gaps in relation to the current and future composition of the Board.

External consultants are used to access a wide base of potential Directors.

Prior to a Director’s appointment or consideration for election or re-election by shareholders,

Westpac conducts due diligence and provides shareholders with all material information relevant to a

decision on whether or not to elect or re-elect a Director.

New Directors receive an induction pack which includes a letter of appointment setting out the

expectations of the role, conditions of appointment including the expected term of appointment, and

remuneration. This letter aligns to the ASXCGC Recommendations.

Term of office

The Board may appoint a Director, either to fill a casual vacancy or as an addition to the existing

Directors, provided the total number of Directors does not exceed fifteen Non-executive Directors

and three Executive Directors. Except for the CEO, a Director appointed by the Board holds office

only until the close of the next AGM but is eligible for election by shareholders at that meeting.

Our Constitution states that at each AGM, one-third of eligible Directors, and any other Director who

has held office for three or more years since their last election, must retire. In determining the

number of Directors to retire by rotation, no account is to be taken of Directors holding casual

vacancy positions or of the CEO. The Directors to retire by rotation are those who have been the

longest in office. A retiring Director holds office until the conclusion of the meeting at which he or she

retires but is eligible for re-election by shareholders at that meeting. The Board makes

recommendations concerning the election or re-election of any Director by shareholders. In

considering whether to support a candidate, the Board takes into account the results of the Board

performance evaluation conducted during the year.

The Westpac Board Renewal Policy limits the maximum tenure of office that any Non-executive

Director other than the Chairman may serve to nine years, from the date of first election by

shareholders. The maximum tenure for the Chairman is twelve years (inclusive of any term as a

Director prior to being elected as Chairman), from the date of first election by shareholders. The

Board, on its initiative and on an exceptional basis, may exercise discretion to extend the maximum

terms specified above where it considers that such an extension would benefit the Group. Such

discretion will be exercised on an annual basis and the Director concerned will be required to stand

for re-election annually.

The Board tenure as at 30 September 2020 is set out below. The length of service of each Director

is set out in Section 1 of the Directors’ Report.

2.8 years

AVERAGE BOARD TENURE

0-3 years 60% 3-6 years 20% 6-9 years 20%

Director induction and continuing education

All new Directors participate in an induction program to familiarise themselves with our business and

strategy, culture and values and any current issues before the Board. The induction program

includes meetings with the Chairman, the CEO, the Board Committee Chairs and each Group

Executive.

The Board encourages Directors to undertake continuing education and training to develop and

maintain the skills and knowledge needed to perform their role as Directors effectively, including by

participating in workshops held throughout the year, attending relevant site visits and undertaking

relevant external education.

Access to information and advice

All Directors have unrestricted access to company records and information and receive regular

detailed financial and operational reports from senior management. Each Director also enters into an

access and indemnity agreement, which among other things, provides for access to documents for

up to seven years after his or her retirement as a Director.

The Chairman and other Non-executive Directors regularly consult with the CEO, CFO and other

senior executives, and may consult with, and request additional information from, any of our

employees.

All Directors have access to advice from senior internal legal advisors including the Group General

Counsel.

In addition, the Board collectively, and all Directors individually, have the right to seek independent

professional advice, at our expense, to help them carry out their responsibilities. While the

Chairman’s prior approval is needed, it may not be unreasonably withheld.

56WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

Company Secretary
Westpac’s Company Secretary attends Board and Board Committee meetings and is

responsible for the operation of the Secretariat function, including advising the Board on

governance and, in conjunction with management, giving practical effect to the Board’s

decisions. The Company Secretary is accountable to the Board, through the Chairman, on all

matters to do with the proper functioning of the Board.

A profile for the Company Secretary for the financial year ended 30 September 2020 is set out

in Section 1 of the Directors’ report.

Board Committees

Composition and independence

Board Committee members are chosen for the skills and experience they can contribute to the

respective Board Committees and their qualifications are set out in Section 1 of the Directors’

report. The membership of each Board Committee is set out in the table entitled ’Size and

membership of Board Committees as at 30 September 2020’ in this Corporate Governance

Statement. All of the Board Committees are comprised of independent Non-executive

Directors, except for the Board Technology Committee, of which the CEO is a member.

Operation and reporting

Scheduled meetings of the Board Committees occur at least quarterly, with the Board Risk

Committee and Board Legal, Regulatory & Compliance Committee both meeting at least six

times annually. Each member’s attendance at Board Committee meetings held during the

financial year ended 30 September 2020 is reported in Section 9 of the Directors’ report. All

Board Committees are able to meet more frequently as necessary.

Each Board Committee is entitled to the resources and information it requires and has direct

access to our employees and advisers. The CEO attends all Board Committee meetings,

except where he has a material personal interest in a matter being considered. Senior

executives and other selected employees are invited to attend Board Committee meetings as

required. All Directors can receive all Board Committee papers and can attend any Board

Committee meeting, provided there is no conflict of interest.

Performance

Board, Board Committees and Directors

The Board undertakes ongoing self-assessment as well as commissioning an annual

performance review by an independent consultant.

The review process includes an assessment of the performance of the Board, the Board

Committees and each Director, with outputs collected, analysed and presented to the Board.

The Board will discuss the results and agree follow up actions. Actions from the previous

review related to matters regarding Board composition, process, priorities and continuing

education. The Chairman also discusses the results with individual Directors and Board

Committee Chairs.

The full Board (excluding the Chairman) reviews the results of the performance review of the

Chairman and results are then privately discussed by the Chairman of the Board Risk

Committee with the Chairman.

At the time of this statement, the 2020 financial year evaluation of the full Board is being

finalised and will be completed prior to the end of the 2020 calendar year.

Management

The Board, in conjunction with its Board Remuneration Committee, is

responsible for:

•determining the goals and objectives relevant to the remuneration of the CEO, and

evaluating the performance of the CEO in light of these objectives; and

•approving individual remuneration levels and adjustments (including forfeiture and

clawback) to variable remuneration where appropriate for Group Executives, other

executives who report directly to the CEO, any other accountable persons under the

BEAR, and any other person the Board determines.

The Board Risk Committee, the Board Legal, Regulatory & Compliance Committee and the

Board Audit Committee also refer to the Board Remuneration Committee any matters that

come to their attention that are relevant, including with respect to risk adjusted remuneration.

Management performance evaluations for the financial year ended 30 September 2020 were

conducted following the end of the financial year.

There is a further discussion on performance objectives and performance achieved in the

Remuneration Report in Section 10 of the Directors’ report.

All new senior executives receive an employment contract setting out the terms and conditions

of their employment, together with a Statement of Accountability for their respective role.

Briefing sessions are scheduled to discuss our strategies and operations, and the respective

roles and responsibilities of the Board and senior management.

Ethical and responsible decision-making

At Westpac, our purpose is ‘Helping Australians and New Zealanders Succeed’. One of the

ways we seek to achieve this purpose is through our core values.

Our Values

Our values are what we believe in at Westpac Group. They are:

•helpful – passionate about providing a great customer experience;

•ethical – trusted to do the right thing;

•leading change – determined to make it better and be better;

•performing – accountable to get it done; and

•simple – inspired to keep it simple and easy.

Our values help guide our behaviour and reflect our commitment to our customers,

communities, and each other.

WESTPAC GROUP 2020 ANNUAL REPORT57

Corporate governance

Code of Conduct
We have refreshed our Code of Conduct (Code) this year to reset conduct expectations,

simplify the Code for our employees and help employees navigate difficult decisions.

The Code builds on our new Purpose, Values and Behaviours and outlines the expectations of

our company and our people to do what is right, to comply with laws and policies and behave

professionally. The Code applies to our employees, contractors and our Board members. It is a

key aspect of improving our conduct by emphasising the importance of fair outcomes for our

customers, communities and each other, providing a framework for us to operate within, both

as individuals and as a bank. We have four Code outcomes, each strongly aligned to our five

values.

These outcomes are:

•Helping our customers and communities;

•Being ethical;

•Strengthening our corporate compliance; and

•Supporting our people.

By following the Code and our Purpose, Values and Behaviours, we seek to deliver the right

outcomes for all of our stakeholders. Our customers and communities place a great deal of

faith in us, and rely on our judgment, which is why the Code is about always asking ’Should

We?’ in addition to ‘Can We?’ The new Code is approved by the Board and has the full support

of both the Board and the Executive Team and we take compliance with the Code very

seriously.

Material breaches of the Code are reported to the Board Legal, Regulatory & Compliance

Committee.

We also have frameworks in place which apply to support our Code and our commitment to

sustainable business practices and behaviours, internally and externally across our value

chain, including a range of:

•internal guidelines, policies, frameworks, communications and training processes and

tools, including an online learning module and leader-led case study training; and

•externally facing codes, frameworks, operating principles, policies, and position

statements, addressing sustainability themes such as human rights, climate change and

other environmental and social impacts.

The Code is available on our website at:https://www. westpac.com.au/about-westpac/westpac-

group/ corporate-governance/principles-policies/.

Key policies

We have a number of key policies to manage our regulatory compliance and human resource

requirements. We also subscribe to a range of external industry codes, such as the Banking

Code of Practice and the ePayments Code.

Code of Ethics for Senior Finance Officers

The Code of Accounting Practice and Financial Reporting complements our own Code. The

Code of Accounting Practice and Financial Reporting is designed to assist our CEO, CFO and

other principal financial officers in applying the highest ethical standards to the performance of

their duties and responsibilities with respect to accounting practice and financial reporting by

requiring those officers to:

•act honestly and ethically, particularly with respect to conflicts of interest;

•provide full, fair, accurate and timely disclosure in reporting and other communications;

•comply with applicable laws, rules and regulations;

•promptly report violations of the Code of Accounting Practice and Financial Reporting; and

•be accountable for adherence to the Code of Accounting Practice and Financial Reporting.

The Code of Accounting Practice and Financial Reporting is available on our website at

https://www.westpac.com.au/about-westpac/westpac-group/corporate-governance/principles-

policies/.

Conflicts of interest

The Group’s conflicts of interest framework, includes a Group policy, supported by various

instruments aimed at the identification and management of specific types of conflicts of

interest. For example, the Westpac Group Gifts and Hospitality Policy provides employees with

guidance on how to manage conflicts of interest potentially arising out of giving and receiving of

gifts or hospitality activities.

The Board

All Directors are required to disclose to the Board any actual, potential or apparent conflicts of

interest upon appointment and are required to keep these disclosures up to date.

Any Director with a material personal interest in a matter being considered by the Board must

declare their interest and may not be present during any related boardroom discussions nor

vote on the relevant matter, unless the Board resolves otherwise.

Our people

We expect any person who acts on behalf of the Westpac Group to:

•promptly identify, declare, assess, manage and record conflicts of interest appropriately;

•discharge their duties concerning conflicts of interest with integrity, fairness, honesty and

due skill, care and diligence;

•avoid a conflict of interest where it cannot be effectively managed;

•obtain approval before accepting a directorship on the board of a non-Westpac Group

company;

•disclose any material interests or close relationships they have with our customers or

suppliers through the appropriate channels, and not place themselves in a position of

conflict where they have such an interest;

•not participate in activities that involve a conflict of interest between their personal

interests and their duties and obligations to the Westpac Group; and

•not solicit, accept or offer money, gifts, favours or entertainment that might influence, or

might be seen to influence, their professional judgement.

Fit and Proper Person assessments

We have a Board-approved Westpac Group Fit and Proper Policy that meets the requirements

of the related APRA Prudential Standards and governs the fit and proper assessment

requirements applicable to Accountable Persons under Part IIAA of the Banking

58WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

Act 1959 (Cth) – the BEAR, which applies to ADIs and their subsidiaries. The Policy also
prescribes the approach to satisfy the organisational competence requirements of our

Australian Financial Services Licences and Australian Credit Licences.

We use our Fit and Proper Policy to assess the fitness and propriety of our Directors and also

of individuals in specified positions of responsibility as required by APRA Prudential Standards,

the Banking Act, ASIC licensing requirements and equivalent offshore regulations.

The Chairman of the Board (and in the case of the Chairman, the Board as a collective) is

responsible for assessing the fitness and propriety of the CEO and Non-executive Directors of

Westpac. A Fit and Proper Committee is responsible under delegated authority of the Board for

undertaking fit and proper assessments of all other individuals who hold positions of

responsibility specified in relevant Australian legislation and regulations. In all cases, the

process will involve the relevant individuals providing a declaration and background checks are

undertaken.

Concern reporting and whistleblower protection

Under the Westpac Group Speaking Up Policy, we encourage our employees, contractors,

secondees, former employees, brokers, service providers (such as auditors, accountants and

consultants) and our suppliers to raise any concerns about our activities or behaviours that

may be unlawful or unethical. Our senior management are committed to providing support to,

and protecting the dignity, well-being, career and reputation of anyone reporting wrongdoing.

Westpac does not tolerate conduct such as retaliation or adverse action related to a Speaking

Up report.

The Speaking Up Policy sets out how someone can raise a concern using the whistleblowing

channels, including our concern reporting system ‘Concern Online’ and our Whistleblower

Hotline. Both channels enable reporting on an anonymous basis. Concerns may include

suspected breaches of our Code, Westpac policies or regulatory requirements.

Westpac has appointed Whistleblower Protection Officers who are responsible for protecting

the whistleblower against personal disadvantage as a result of making a report. The

Whistleblower Protection Officers directly engage with whistleblowers to address any risk of

reprisal and respond to internal escalations. A whistleblower may also choose to raise a

concern directly with a Whistleblower Protection Officer.

The Speaking Up Policy requires that we investigate reported concerns in a manner that is

confidential, fair and objective. If the investigation shows that wrongdoing has occurred, we are

committed to taking action, including changing our processes and imposing consequences in

relation to those parties who have been involved in wrongdoing. Outcomes may also involve

reporting the matter to relevant authorities and regulators.

The relevant Board Committees are charged with overseeing Westpac’s whistleblower program

and the Westpac Group Executive Risk Committee is provided with quarterly reporting on

whistleblowing. These reports include a number of key metrics and measures which provide

insight into the performance of the Whistleblower Program.

Material incidents reported under the Westpac Group Speaking Up Policy are reported to the

Board Legal, Regulatory & Compliance Committee.

Westpac’s Speaking Up Policy is available on our website at

https://www.westpac.com.au/content/dam/ public/wbc/documents/pdf/aw/WBC-speaking-up-

policy.pdf.

Securities trading

Under the Westpac Group Securities Trading Policy, Directors, employees, secondees and

contractors are prohibited from dealing in any securities and other financial products if they

possess inside information. They are also prohibited from passing on inside information to

others who may use that information to trade in securities. In addition, Directors and any

employees, secondees or contractors (and their ‘associates’) who, because of their seniority or

the nature of their position, may have access to material non-public information about Westpac

(known as Prescribed Employees) are subject to further restrictions, including prohibitions on

trading prior to and immediately following annual and half year results announcements.

The requirements that apply to Prescribed Employees also apply to their “associates” or

“employee related accounts”.

We manage and monitor these obligations through:

•the insider trading provisions of our Westpac Group Securities Trading Policy, which

prohibit any dealing in any securities where a Director or employee has access to inside

information that may affect the price of those securities;

•restrictions limiting the periods in which the Directors and Prescribed Employees can trade

in Westpac securities (Blackout Periods);

•a prohibition on short-selling Westpac securities by Directors and Prescribed Employees;

•requiring Directors and Prescribed Employees to either obtain approval to trade Westpac

securities or notify their intention to trade outside Blackout Periods and confirm that they

have no inside information;

•establishing controls and procedures that are designed to help monitor the trading of

Westpac securities by Directors and Prescribed Employees;

•maintaining a register of Prescribed Employees, which is regularly updated;

•notifying ASX of trades of Westpac securities by Directors of Westpac as required under

the ASX Listing Rules; and

•forbidding employees from entering into hedging arrangements in relation to their

unvested employee shares or securities, whether directly or indirectly.

The Westpac Group Securities Trading Policy is available in the Corporate Governance section

of our website at:https://www.westpac.com.au/about-westpac/westpac- group/corporate-

governance/principles-policies/.

WESTPAC GROUP 2020 ANNUAL REPORT59

Corporate governance

Customer Advocate
Westpac’s Customer Advocate advises and guides our complaints team on the complaints

raised by customers in relation to personal and small business matters. The Customer

Advocate recommends changes be made to bank policies, procedures and processes,

arising from the complaints made by customers.

Anti-Bribery and Corruption

The Westpac Group has an Anti-Bribery and Corruption (ABC) Policy, an ABC Standard, and

bribery prevention procedures and systems. Together, they comprise the Westpac ABC

Framework. Material breaches of the ABC Policy are reported to the Board Legal, Regulatory

& Compliance Committee. The ABC Policy is available on our website at

https://www.westpac.com.au/about-westpac/westpac-group/corporate-governance/anti-

bribery-corruption-policy-procedures/.

Westpac has zero tolerance for any form of bribery and corruption. This includes a ban on

facilitation payments.

Westpac is committed to preventing, detecting and deterring bribery and corruption by

managing its bribery and corruption risk and complying with relevant ABC legislation in all

jurisdictions in which it operates, not simply because it is required to, but because it is the

right thing to do. This includes compliance with the Australian Criminal Code Act 1995 (Cth),

the Bribery Act 2010 (UK) and the Foreign Corrupt Practices Act 1977 (US).

Under the ABC Policy, Westpac expects that its officers, employees, agents, contractors,

subsidiaries and third parties acting for or on behalf of Westpac will comply with all applicable

ABC laws and will not offer, provide, authorise, request or receive a bribe or anything which

may be viewed as a bribe.

Westpac is required to design a system of internal controls, maintain accurate books and

records and keep accurate records under the Foreign Corrupt Practices Act 1977 (US).

Westpac must also put in place adequate procedures as a defence to bribery under

legislation including the Bribery Act 2010 (UK). Adequate procedures must be

proportionate to the bribery and corruption risks that Westpac may reasonably face.

Modern Slavery

Westpac publishes an annual Slavery and Human Trafficking Statement in accordance

with the Transparency in Supply Chains provision (section 54) of the Modern Slavery Act

2015 (UK). The statement outlines the Group’s commitment to sustainable business

practices, advancing human rights, and the steps we have taken to prevent modern

slavery in our business and supply chains.

Westpac is required to report under the Modern Slavery Act 2018 (Cth) with our first

statement due six months past the 2020 financial year end, by 31 March 2021. The

statement is required to identify the risk of modern slavery in our operations and supply

chains and describe the actions we are taking to address these risks. The Group intends to

publish a joint statement covering all its controlled reporting entities.

From 2021, Westpac will produce a Modern Slavery Statement that addresses the

compliance obligations for the Westpac Group and its reporting entities under the Modern

Slavery legislation in both Australia and the UK.

Diversity

Westpac has an Inclusion & Diversity Policy that sets out our inclusion and diversity

objectives, commitments, and governance framework for the Group. This is coupled with a

comprehensive Inclusion & Diversity Strategy to help deliver on our key priorities and

actions. In this context, diversity covers both the visible and invisible differences that make

our employees unique, whether that be gender, gender identity, age, ethnicity, cultural

background, religious belief, sexual orientation, marital or family status, disability,

socioeconomic background and perspective or experience.

The objectives of the Policy and the 2018-20 Inclusion & Diversity Strategy are to support

our values and Westpac’s purpose of ‘Helping Australians and New Zealanders Succeed’

by:

•building an inclusive culture that delivers competitive advantage by employing the best

talent for innovation and service;

•creating an inclusive place to work where we embrace diversity and our people can be

their best; and

•helping our customers and communities by embedding inclusion, diversity and

accessibility across all aspects of the way we do business.

To help achieve these objectives, the Group:

•sets annual Board-determined measurable objectives for achieving gender diversity in

the composition of its Board, senior executives, leadership and workforce generally,

and reports on progress;

•assesses and reviews pay equity on an annual basis;

•builds awareness of the Bullying and Harassment Policy and Speaking Up Policy and

people leader and employee responsibilities to set an expectation of zero tolerance for

discrimination, harassment, vilification, and victimisation;

•encourages and supports the application of a flexibility policy across the Westpac Group

which focuses on all employees, and provides opportunities to maintain engagement,

communication and development with employees who seek to work flexibly - including

those on extended parental/other leave and those with caring responsibilities;

•implements our Accessibility Action Plan, which focuses on making Westpac a more

accessible place to work and do business for our customers, employees, and the

communities we serve. This includes creating an environment in which our employees

and customers feel safe and comfortable sharing information about their individual

circumstances with us and providing priority care for those who need it in line with our

Customer Vulnerability internal Position Statement;

•engages our people through our 10 employee action groups;

•delivers inclusion and diversity training and development opportunities; and

•educate and builds awareness through inclusive communications to make the Group a

more inclusive place to work and do business.

60WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

The implementation of these objectives is overseen by the Westpac Group Inclusion &
Diversity Council, which is chaired by the CEO and meets bi-annually.

The Board, or an appropriate Board Committee, receives updates on inclusion and

diversity initiatives.

The creation of the Inclusion & Diversity Governance Framework has resulted in the

establishment of the:

•Inclusion & Diversity Business Unit Councils, chaired by the relevant Group Executive

(or their delegate) of that business unit; and

•Inclusion & Diversity Working Group, consisting of appointed general manager

representatives across each business unit and chaired by the Head of Inclusion &

Diversity.

We strive to listen to our employees through our ten employee-led Employee Action

Groups (EAGs). Employees can ‘opt-in’ to those advocacy groups to help build an

inclusive culture and influence positive change across shared areas of interest.

EAG’s focus on a variety of issues to strengthen our inclusive culture including – gender,

LGBTIQ, young and mature-age employees, cultural diversity in leadership, accessibility,

Aboriginal and Torres Strait Islander employees, veterans, skilled volunteering and

supporting victims of Domestic and Family Violence.

Our Inclusive Leadership program – ILEAD creates a framework for Westpac to invest in the

right capabilities for an inclusive culture at all levels of our organisation from our Group

Executives to line roles. The program is available to all employees via our online learning

platform, Learning Bank, and all people leaders are encouraged to complete it.

We are recognised for our long-standing commitment to gender equality in leadership.

Since September 2017, Westpac has maintained 50% women in leadership roles. We

continue focussing our efforts on maintaining this equality.

At 30 September 2020, the proportion of women employed by the Group was as

follows:

•Board of Directors: 30%;


leadership

1

roles: 50%; and

•total Westpac workforce: 57%.

The Board Nominations & Governance Committee approved the Group’s measurable

objectives for achieving gender diversity in the composition of the Board, senior

executives, and workforce generally for FY21 as follows:

•at least 40% women on the Westpac Board;


at least 40% women in our Senior Executive

2

population; and


maintain 50% women in leadership

1

positions; and

•maintain no less than 50% women in our workforce generally.

In addition to the Group’s commitment to achieving its targets we are committed to

striving to achieve gender pay equity. We undertake a comprehensive remuneration

gap analysis each year to highlight gender in pay outcomes and seek to ensure that

there are no systematic gender pay issues.

Westpac offers a range of flexible working options for our people based on their needs,

work preferences and the needs of the business. These include:

•flexible work hours;

•working from home or other locations;

•working part-time; and

•job sharing.

In addition, Westpac offers a variety of leave options that support flexibility, including

parental leave, carers leave, wellbeing and lifestyle leave, career breaks, purchased

leave, uncapped Domestic and Family Violence support leave, gender transition leave,

’Sorry Business’ Indigenous bereavement leave, volunteer leave and emergency services

leave.

Sustainability

We view sustainable and responsible business practices as important for our business and

shareholder value. Sustainability is about managing risks and opportunities in a way that best

balances the long-term needs of all our stakeholders – our customers, employees, suppliers,

investors and community partners – as well as the wider community and the environment at

large.

Our management of sustainability aims to address the matters that we believe are the

most material for our business and stakeholders, now and in the future. We also

understand that this is an evolving agenda and seek to progressively embed the

management of sustainability matters into business practice, while also anticipating and

shaping emerging social and environmental issues where we have the skills and

experience to make a meaningful difference and drive business value.

WESTPAC GROUP 2020 ANNUAL REPORT61

Corporate governance

1.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.

2.Senior executives are defined as our Group Executives and General Managers.

Reporting
We report on the most material sustainability matters to Westpac, details of how we manage

the associated risks and opportunities and our performance against our sustainability

strategy in the Annual Report, the Sustainability Performance Report and the full year and

half year ASX results.

Our sustainability reporting is subject to independent limited assurance, performed in

accordance with the Australian Standard on Assurance Engagements 3000 Assurance

Engagements Other Than Audits or Reviews of Historical Financial Information (Revised)

(‘ASAE 3000’). The assurance provider also assesses whether our sustainability reporting is

prepared in accordance with AA1000 AccountAbility Principles Standard (2008) and the GRI

Standards.

Financial reporting

Approach to financial reporting

Our approach to financial reporting reflects three core principles:

x

that our financial reports present a true and fair view;

x

that our accounting methods comply with applicable accounting standards and policies;

and

x

that our external auditor is independent and serves security holders’ interests.

The Board, through the Board Audit Committee, has regard to Australian and

international developments relevant to these principles when reviewing our practices.

The Board delegates oversight responsibility for the integrity of financial statements and

financial reporting systems to the Board Audit Committee. The Board Risk Committee

provides relevant periodic assurances and reports (as appropriate) to the Board Audit

Committee. Similarly, the Board delegates oversight responsibility for the preparation of

remuneration reports and disclosures to the Board Remuneration Committee, which

recommends and provides relevant assurances through the Board Audit Committee to the

Board for approval.

Board Audit Committee

As set out in its charter, key responsibilities of the Board Audit Committee are:

x

overseeing the integrity of the financial statements and financial reporting systems of

Westpac and its related bodies corporate;

x

overseeing the external audit engagement, including the external auditor’s qualifications,

performance, independence and fees;

x

overseeing the performance of the internal audit function;

x

overseeing the integrity of the Group’s corporate reporting, including the Group’s

financial reporting and compliance with prudential regulatory reporting and professional

accounting requirements; and

x

reviewing and approving policies and procedures for the receipt, retention and treatment

of information submitted confidentially by employees and third parties about accounting,

internal control, compliance, audit or other matters about which an employee has

concerns and in conjunction with the Board Legal, Regulatory & Compliance Committee,

monitoring employee awareness of these policies and procedures.

The Board Audit Committee reviews, discusses with management and the external

auditor, and assesses:

x

any significant financial reporting issues and judgements made in connection with

the preparation of the financial statements, including significant changes in the

Group’s selection or application of accounting principles;

x

the processes used to monitor and comply with applicable laws and regulations

over financial information, reporting and disclosure; and

x

the process surrounding the disclosures made by the CEO and CFO in connection with

their personal certifications of the Group’s half year and full year financial statements.

In addition, the Board Audit Committee maintains an ongoing dialogue with management,

the external auditor and Group Audit, including regarding those matters that are likely to be

designated as Critical Audit Matters in the external auditor’s report. Critical Audit Matters are

those matters which, in the opinion of the external auditor, are of the most significance in

their audit of the financial report.

As part of its oversight responsibilities, the Board Audit Committee also conducts

discussions with a wide range of internal and external stakeholders including:

x

the external auditor, about our major financial reporting risk exposures and the steps

management has taken to monitor and control such exposures;

x

Group Audit and the external auditor concerning their reports regarding significant

findings in the conduct of their audits, and oversee that any issues identified are rectified

by management in an appropriate and timely way or reported to the Board Risk

Committee or Board Legal, Regulatory & Compliance Committee as appropriate (with

those committees overseeing management’s response to rectifying those issues);

x

management and the external auditor concerning the half year and full year financial

statements;

x

management and the external auditor regarding any correspondence with regulators or

government agencies, and any published reports which raise material issues or could

impact on matters regarding the Westpac Group’s financial statements or accounting

policies; and

x

the Group General Counsel regarding any legal matters that may have a material impact

on, or require disclosure in, the financial statements.

62WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

Periodically, the Board Audit Committee consults with the external auditor without the
presence of management about internal controls over financial information, reporting and

disclosure and the fullness and accuracy of the Group’s financial statements. The Board

Audit Committee also meets with the General Manager, Group Audit without other members

of management being present.

The Board Audit Committee also refers to the Board or any other Board Committees any

matters that come to the attention of the Board Audit Committee that are relevant for the

Board or the respective Board Committees.

Financial knowledge

The Board Audit Committee comprises four independent, Non-executive Directors and is

chaired by Peter Nash.

All Board Audit Committee members have appropriate financial experience, an

understanding of the financial services industry and satisfy the independence requirements

under the ASXCGC Recommendations, Securities Exchange Act of 1934 (US) (as amended)

and its related rules, and the NYSE Listing Rules.

The Board has determined that Mr Nash is an ‘audit committee financial expert’ and

independent in accordance with US securities law.

The designation of Mr Nash as an audit committee financial expert does not impose duties,

obligations or liability on him that are greater than those imposed on him as a Board Audit

Committee member, and does not affect the duties, obligations or liability of any other Board

Audit Committee member or Board member. Audit committee financial experts are not

deemed as an ‘expert’ for any other purpose.

CEO and CFO assurance

The Board receives regular reports from management about our financial condition and

operational results, as well as that of our controlled entities. Before the Board approves the

financial statements for a financial period, the CEO and the CFO provide formal statements

to the Board that in all material respects:

x

Westpac’s financial records have been properly maintained in that they:

– correctly record and explain its transactions, and financial position and performance;

– enable true and fair financial statements to be prepared and audited; and

–are retained for seven years after the transactions covered by the records are

completed;

x

the financial statements and notes comply with the appropriate accounting standards;

x

the financial statements and notes give a true and fair view of Westpac’s and its

consolidated entities’ financial position and of their performance;

x

any other matters that are prescribed by the Corporations Act 2001 (Cth) and regulations

as they relate to the financial statements and notes are satisfied; and

x

the declarations provided in accordance with section 295A of the Corporations Act are

founded on a sound system of risk management and internal control, and that the system

is operating effectively in all material respects in relation to financial reporting risks.

The CEO and CFO have provided such statements for the financial year ended 30

September 2020.

External auditor

Our external auditor is PricewaterhouseCoopers (PwC), appointed by shareholders at the

2002 AGM. Prior to 2002, individuals who were partners of PwC or its antecedent Firms were

our external auditors from 1968. Our PwC lead audit partner is Lona Mathis and the quality

review partner is Ewan Barron. Ms Mathis and Mr Barron assumed responsibility for these

roles in June 2017 and December 2019, respectively.

The external auditor receives all Board Audit Committee, Board Risk Committee, Board

Legal, Regulatory & Compliance Committee and Board Technology Committee papers,

attends all meetings of these committees and is available to Committee members at any

time. The external auditor also attends the AGM to answer questions from shareholders

regarding the conduct of its audit, the audit report and financial statements and its

independence.

As our external auditor, PwC is required to confirm its independence and compliance with

specified independence standards on a semi-annual basis (at half and full financial year),

however in practice it confirms its independence on a quarterly basis.

We strictly govern our relationship with the external auditor, including restrictions on

employment, business relationships, financial interests and use of our financial products by

the external auditor.

Engagement of the external auditor

To avoid possible independence or conflict issues, the external auditor is not permitted to

carry out certain types of non-audit services for Westpac and may be limited as to the extent

to which it can perform other non-audit services as specified in our ‘Pre-approval of

engagement of PwC for audit and non-audit services’ (NAS Policy). Use of the external audit

firm for any non-audit services must be assessed and approved in accordance with the pre-

approval process determined by the Board Audit Committee and set out in the NAS Policy.

The breakdown of the aggregate fees billed by the external auditor in respect of each of the

two most recent financial years for audit, audit-related, tax and other services is provided in

Note 35 to our financial statements for the year ended 30 September 2020. A declaration

regarding the Board’s satisfaction that the provision of non-audit services by PwC is

compatible with the general standards of auditor independence is provided in Section 11

(b) of the Directors’ report.

WESTPAC GROUP 2020 ANNUAL REPORT63

Corporate governance

Group Audit (internal audit)
Group Audit is Westpac’s internal 3rd line assurance function that provides the Board and

Senior Executives with independent and objective evaluation of the adequacy and

effectiveness of the Group’s governance, risk management and internal controls

Group Audit is governed by a charter approved by the Board Audit Committee that sets out

the purpose, role, scope and high-level standards for the function. The General Manager,

Group Audit has a direct reporting line to the Chairman of the Board Audit Committee and an

administrative line to the CFO.

Group Audit also has the right to unrestricted and private access to the CEO. Group Audit’s

responsibilities include regularly reporting to the Board.

Verification of periodic corporate reports

For periodic corporate reports released to the market which are not required to be audited or

reviewed by our external auditor, Westpac has an internal verification and approval process

to support the integrity of the information that is being disclosed. The specific process for

each periodic corporate report will vary depending on the particular release but may generally

involve the individuals with responsibility for the information confirming to the best of their

knowledge and belief that the information is considered to be accurate and not misleading;

the review of the report or document by relevant internal subject matter experts (and in some

cases our external advisers); and the review by and confirmation from the individual

responsible for the corporate report that it is appropriate for release. Periodic corporate

reports released to the market may also, depending upon the report, be required to be

approved by the Disclosure Committee or the Board under Westpac’s Market Disclosure

Policy. Further details regarding Westpac’s Disclosure Policy are set out in the paragraph

below.

Market disclosure

We seek to provide all investors with equal, timely, accurate, balanced and meaningful

information. Consistent with these standards, the Group maintains a Board-approved Market

Disclosure Policy, which governs how we communicate with our shareholders and the

investment community. The Market Disclosure Policy is available on our website at

https://www.westpac.com.au/about-westpac/westpac-group/corporate-governance/principles-

policies/.

The policy reflects the requirements of the ASX, NZX, and other relevant offshore securities

exchanges, as well as relevant securities and corporations legislation. Under our policy,

information that a reasonable person would expect to have a material effect on the price or

value of our securities must first be disclosed via the ASX unless an exception applies under

regulatory requirements.

Our Disclosure Committee is responsible for (among other things) determining whether

matters within management’s authority should be disclosed publicly under the policy, and for

assisting employees in understanding what information may require disclosure to the market

on the basis that it is price sensitive. Certain disclosure decisions (for example, relating to

matters of fundamental importance to the Group) are the responsibility of the Board. The

Disclosure Committee is comprised of the Disclosure Officer, the Group General Counsel

and any one of the following:

the CEO, Chief Risk Officer, the Group Executive, Customer and Corporate Relations and

the Head of Investor Relations.

The CFO is the Disclosure Officer. The Disclosure Officer is ultimately responsible for all

disclosure related communication with relevant securities exchanges. The Company

Secretary or their delegate is authorised to give any documents to the ASX once they have

been approved pursuant to this Policy or by the Board. A copy of announcements on material

issues will also be provided to the Board promptly after release to the ASX, unless previously

provided.

Before Westpac gives a new and substantive investor or analyst presentation, we will release

a copy of that presentation to the market. Once relevant information is disclosed to the

market and available to investors, it may also be published on our website. This includes

investor discussion packs, and presentations on, and explanations about, our financial

results.

Our website information also includes Annual Reports, results announcements, speeches

and support material given at investor conferences or presentations, notices of meetings and

key media releases.

Shareholder communication and participation

We seek to keep shareholders fully informed about our strategy, business operations,

performance, and governance. As part of our investor relations program and consistent with

our Market Disclosure Policy we seek to maintain best practice and effective two-way

communication with shareholders. This includes:

•designing and maintaining the Investor Centre on the Group’s website to make all

relevant company information available and to structure that information in a way that

intends to make it easy to find and access;

•shareholders are given the option to receive information and communications, sent by

Westpac and its share registry, in print or electronic format;

•responding to shareholder queries directly via phone, email and mail;

•providing company presentations that seek to respond to the questions frequently asked

by shareholders along with major industry and company topics of interest; and

•facilitating appropriate access to all major market briefings and shareholder meetings,

including via webcasts and maintaining that information on our website.

Shareholders can access our financial calendar which lists all major market briefings and

shareholder meetings. Announcements on these events may also be made through ASX

announcements.

Our AGM is an important opportunity for engaging and communicating with shareholders,

and we typically rotate the location of our AGM throughout capital cities to allow us to reach a

broad range of shareholders over time. The AGM is also webcast and can be viewed later on

our website.

64WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

Given the uncertainty and potential health risks created by the COVID-19 pandemic, and the
resulting Government restrictions and recommendations against travel and physical

gatherings, Westpac has made some changes to the way the 2020 AGM will be conducted to

facilitate the continued engagement with shareholders.

Shareholders and their proxies, corporate representatives and attorneys can participate in

the 2020 AGM through the AGM Online Platform or teleconference. They can also observe

proceedings via a webcast.

Shareholders who are unable to participate in the AGM can lodge a direct vote or appoint

proxies. At the time of receiving the Notice of Meeting, shareholders are also invited to put

forward questions they would like addressed at the AGM.

Risk management

Roles and responsibilities of the Board

The Board is responsible for approving the Group’s overall Risk Management Framework for

managing financial and non-financial risks, including the Westpac Group Risk Management

Strategy and the Westpac Group Risk Appetite Statement and for monitoring the

effectiveness of risk management by the Group.

Risk Culture

Westpac considers that a strong risk culture is essential for the Group’s Risk Management

Framework to operate effectively. Building and maintaining a strong risk culture is a

continuing focus of the Board.

Following the release of AUSTRAC’s Statement of Claim, APRA required Westpac to

reassess whether our Culture, Governance and Accountability (CGA) Program, which was

put in place to implement recommendations from Westpac’s 2018 CGA self-assessment,

remained fit for purpose.

One of the main conclusions from the CGA reassessment (completed during 2020), was that

aspects of our non-financial risk culture were ‘immature and reactive’.

The CGA reassessment further emphasised the importance of sound risk management, of

high-quality oversight by the Board and Group Executives, strong risk capabilities, a

proactive risk culture, effective risk boundaries and timely escalation of issues.

The CGA reassessment makes clear that a program of deeper change is required. Westpac

recognises this and the Board has approved the CGA reassessment remediation plan and is

overseeing the CORE program, designed to respond to the recommendations of the CGA

reassessment, including strengthening our risk culture. Further information about CORE is

set out in the Strategic Review.

Westpac aspires to a mature risk culture that proactively identifies, manages and mitigates

risks, learns from risk events and continuously anticipates new risks and opportunities. To

track progress towards our goal, we have developed and implemented several risk culture

tools and processes to assist management better measure, monitor and manage our risk

culture, with the intention of improving Group-wide ownership and accountability for risk and

building a stronger risk culture.

Roles and responsibilities

The Board has delegated to the Board Risk Committee responsibility to: establish a view of

the Group’s current and future risk position relative to its risk appetite and capital strength;

review and approve frameworks, policies and processes for managing risk; and review and,

where appropriate, approve risks beyond the approval discretion provided to management.

In June 2020, the Board Legal, Regulatory & Compliance Committee was established as a

sub-committee of the Board Risk Committee to assist it with overseeing financial crime risk,

material litigation and regulatory investigations, customer remediation activities and customer

complaints, compliance and conduct risk and material legal and regulatory change relevant to

the Group.

The Westpac Group Risk Management Framework, Risk Management Strategy and Risk

Appetite Statement are reviewed annually and have been reviewed by the Board Risk

Committee and were approved by the Board during the financial year ended 30 September

2020.

The Board Risk Committee is responsible for reviewing and monitoring the risk profile and

controls of the Group for consistency with the Group Risk Appetite Statement and for

reviewing and monitoring capital levels for consistency with the Group’s risk appetite. The

Board Risk Committee receives regular reports from management on the effectiveness of our

management of Westpac’s material risks.

More detail about the role of the Board Risk Committee and the Board Legal, Regulatory &

Compliance Committee is set out later in this section under the heading ‘Board Risk

Committee’ and ‘Board Legal, Regulatory & Compliance Committee’ respectively.

The CEO and Executive Team are responsible for implementing our risk management

framework and risk management strategy, and for developing fram

eworks, policies, controls,

processes and procedures for identifying and managing risk in all of Westpac’s activities.

We have adopted and continue to embed a Three Lines of Defence model to aid in end-to-

end management of risk, within which all employees play an active role. We have put in place

a risk management framework that seeks to:

x

deliver suitable, fair and clear outcomes for our customers that support market integrity;

x

protect Westpac’s depositors, policyholders and investors by maintaining a balance sheet

with sound credit quality and buffers over regulatory minimums; and

x

meet our regulatory and statutory obligations.

Westpac is currently upgrading its end-to-end risk management capabilities as part of an

ongoing program of work that spans both financial and non-financial risk. This work includes

the CORE program. For further information, refer to the Strategic Review.

WESTPAC GROUP 2020 ANNUAL REPORT65

Corporate governance

The 1st Line of Defence – manages the risk they originate
The 1st Line proactively identifies, evaluates, owns and manages the risks in their

business/domain. It also seeks to ensure that business activities are within approved risk

appetite and policies.

In managing its risk, the 1st Line is required to establish and maintain appropriate

governance structures, controls, resources and self-assessment processes, including issue

identification recording and escalation procedures. This accountability cannot be

abrogated. The 1st Line is accountable for ’self-certification’.

The 2nd Line of Defence – Risk: provides oversight, insight and control of 1st Line

activities

The 2nd Line sets frameworks, controls (including policies and limits) and standards for

use across the Group. The 2nd Line can require remediation or cessation of activity

where these are not adhered to. Their approach is intended to be risk-based and

proportionate to 1st line activities.

The 2nd Line’s role is to review and challenge 1st Line activities and decisions that may

materially affect Westpac’s risk position, and independently evaluates the effectiveness of the

1st Line’s controls, monitoring, compliance, and monitors progress towards mitigating risks.

In addition, the 2nd Line’s role is to provide insight to the 1st Line, assisting in developing,

maintaining and enhancing the business’ approach to risk management.

The 2nd Line considers and reports the aggregated risk profile of the Group to facilitate end-

to-end oversight of risk.

The 3rd Line of Defence – Provides Independent audit

Group Audit is an independent assurance function. Its role is to evaluate and opine on the

adequacy and effectiveness of both 1st and 2nd Line risk management approaches and track

remediation progress, with the aim of providing the Board, and Senior Executives, with

information about whether the Group’s governance, risk management and internal controls

are operating effectively.

Our overall risk management governance structure is set out in more detail in the table

‘Risk Management Governance Structure’ included in this Corporate Governance

Statement.

Westpac distinguishes between different types of risk:

x

risk culture – the risk that our culture does not promote and reinforce behavioural

expectations or structures to identify, understand, discuss and act on risks. This leads

to ineffective risk management, poor risk awareness, risk-taking outside of risk appetite

that is tolerated and a culture where key learnings are not integrated into Group-wide

and customer outcomes, impeding continuous improvement;

x

strategic risk – the risk that the Group makes incomplete strategic choices, does not

implement it strategies successfully, or does not respond effectively to changes in the

operating environment;

x

capital adequacy risk – the risk that the Group has an inadequate level or composition

of capital to support its normal business activities and to meet its regulatory capital

requirements under normal operating environments or stressed conditions;

x

funding and liquidity risk – the risk that the Group cannot meet its payment obligations

or that it does not have the appropriate amount, tenor or composition of funding and

liquidity to support its assets;

x

credit risk – the risk of financial loss where a customer or counterparty fails to

meet their financial obligations to Westpac;

x

market risk – the risk of an adverse impact on earnings resulting from changes in the

value of the Group’s positions as a result of a change in financial 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

mism

atch

between the duration of assets and liabilities that arises in the normal course

of business activities;

x

financial crime risk – the risk that the Group fails to prevent financial crime and comply

with applicable global financial crime regulatory obligations;

x

operational risk – the risk of loss resulting from inadequate or failed internal processes,

people and systems or from external events. This definition excludes strategic risk.

While legal risk and regulatory risk arise through inadequate or failed processes,

people and systems or from external events, these are reflected primarily in conduct

and compliance risk;

x

cyber risk – the risk that the Group’s or its third parties’ data or technology are

inappropriately accessed, manipulated or damaged from cybersecurity threats or

vulnerabilities;

x

conduct and compliance risk – the risk of failing to abide by compliance obligations

required of us or otherwise failing to have behaviours and practices that deliver

suitable, fair and clear outcomes for our customers and that support market integrity;

and

x

reputational and sustainability risk – the risk that an action, inaction, transaction,

investment or event will reduce trust in the Group’s integrity and competence by

clients, counterparties, investors, regulators, employees or the public.

Westpac has received advanced accreditation from APRA and the RBNZ under the

Basel II capital framework, and uses the Advanced Internal Ratings Based (Advanced

IRB) approach for credit risk and the Advanced Measurement Approach (AMA) for

operational risk when calculating regulatory capital.

Material exposure to economic, environmental and social sustainability risks

Westpac seeks to manage its material exposures to economic, environmental and social

sustainability risks in accordance with its risk management strategy and frameworks.

66WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

Board Risk Committee
The Board Risk Committee comprises five independent, Non-executive Directors and is

chaired by Peter Marriott.

As set out in its charter, the Board Risk Committee’s role is to:

x

assist the Board to consider and approve the Group’s overall risk management

framework for managing financial and non-financial risks;

x

review and oversee the risk culture across the Group;

x

review and recommend the Group Risk Management Framework, the Group Risk

Management Strategy and the Group Risk Appetite Statement to the Board for approval;

x

review and monitor the risk profile and controls of the Group for consistency with the

Group Risk Appetite Statement and assist the Board set the risk appetite for material

risks;

x

review and approve the frameworks, policies and processes for managing risk;

x

review and approve the limits and conditions that apply to credit risk approval authority

delegated to the CEO, CFO and Chief Risk Officer (CRO) and any other officers of the

Westpac Group to whom the Board has delegated credit approval authority;

x

monitor changes anticipated for the economic and business environment including

consideration of emerging risks and other factors considered relevant to our risk profile

and risk appetite;

x

assist the Board to make its annual declaration to APRA on risk management under

APRA prudential standard CPS 220 Risk Management;

x

review and where appropriate approve risks beyond the approval discretion provided to

management; and

x

assist the Board to oversee compliance management within the Group.

From the perspective of specific types of risk, the Board Risk Committee’s role as set out

in the current Committee charter includes:

x

credit risk – approving material policies and limits supporting the Group Credit Risk

Management Framework, approving credit provisioning, and monitoring the risk profile,

performance and management of our credit portfolio;

x

liquidity risk – approving key policies and limits supporting the Group Liquidity Risk

Management Framework, including our annual funding strategy, recovery and

resolutions plans, liquidity targets and limits, and monitoring the liquidity position and

requirements;

x

market risk – approving key policies and limits supporting the Group Market Risk

Management Framework, and reviewing and monitoring the market risk performance,

exposures, and risk positions;

x

operational risk – approving key policies supporting the Group Operational Risk

Management Framework and monitoring the performance of operational risk

management and controls; and

x

reputation and sustainability risk – reviewing and approving the Group Reputation and

Sustainability Risk Management Frameworks and monitoring the associated

management of these risks.

The Board Risk Committee also:

x

oversees and approves the Internal Capital Adequacy Assessment Process and in

doing so reviews and recommends the target capital ranges for regulatory capital and

reviews and monitors capital levels for consistency with the Westpac Group’s risk

appetite;

x

approves the Westpac Group stress testing, including review and approval of the

material scenarios adopted and monitors material stress testing results and

management responses;

x

provides relevant periodic assurances and reports (as appropriate) to the Board

Audit Committee;

x

rev

i

ews and approves other risk management frameworks and/or the monitoring of

performance under those frameworks (as appropriate);

x

forms a view of Westpac’s risk culture and the extent to which that supports the ability

of the Group to operate consistently within the Westpac Group Risk Management

Framework and Westpac Group Risk Appetite Statement and oversees the

identification of, and steps taken to address, any desirable changes to risk culture

and periodically reports to the Board;

x

refers or recommends to the Board and any other Board Committee (as appropriate)

any matters that have come to the attention of the Board Risk Committee that are

relevant for the Board or the respective Board Committee; and

x

in its capacity as the Westpac Group’s US Risk Committee, oversees the key risks, risk

management framework and policies of the Group’s US operations.

Board Financial Crime Committee

In November 2019, the Board established the Board Financial Crime Committee, to oversee

the implementation of Westpac’s enhanced financial crime program. The Board Financial

Crime Committee comprised four independent, Non-executive Directors and was chaired by

Peter Nash.

As set out in the Charter, the key responsibilities of the Board Financial Crime Committee

were to assist the Board oversee the:

x

implementation of Westpac’s Financial Crime Strategic Plan, supplemented as

appropriate by the Response Plan announced on 24 November 2019;

x

program of work set up to implement aspects of the Response Plan referred to above;

and

x

appointment of external experts to independently review Westpac’s management of

financial crime (through the Plan and Program) and oversee the review (or reviews) of

any relevant accountability.

The Board Financial Crime Committee as part of its role, commissioned Promontory to

provide assurance over the Management Accountability and Financial Crime Program

Review and reviewed the outcomes and recommendations of those reports. The Board

Financial Crime Committee was dissolved on 1 June 2020, with its remaining responsibilities

assumed by the Board Legal, Regulatory & Compliance Committee.

WESTPAC GROUP 2020 ANNUAL REPORT67

Corporate governance

Board Legal, Regulatory & Compliance Committee
On 1 June 2020, the Board Legal, Regulatory & Compliance Committee was established as a

sub- committee of the Board Risk Committee to enhance oversight of non-financial risk.

The Board Legal, Regulatory & Compliance Committee comprises five independent, Non-

executive Directors and is chaired by Peter Nash.

As set out in its charter, key responsibilities of the Board Legal, Regulatory & Compliance

Committee are to assist the Board Risk Committee, as it oversees:

•material legal and regulatory change relevant to the Group; and

•the Group’s management of:

–material litigation (including class actions) and regulatory investigations;

–compliance;

–conduct risk;

–financial crime risk;

–customer remediation activities and customer complaints; and

–such other operational risk activities as are delegated to the Board Legal, Regulatory

& Compliance Committee by the Board Risk Committee.

From the perspective of specific types of risk, the Board Legal, Regulatory & Compliance

Committee’s role as set out in its charter includes:

•financial crime risk – reviewing and approving the Westpac Group Financial Crime Risk

Management Framework, and key supporting policies and standards, including receiving

information regarding material breaches of the Westpac ABC Policy and monitoring the

Group’s financial crime risk performance and controls; and

•compliance and conduct risk – reviewing and approving the Westpac Group Compliance

and Conduct Risk Management Framework, and key supporting policies and standards,

and reviewing and monitoring Westpac’s risk performance and controls.

Compliance and Conduct Risk Management Framework

The Compliance and Conduct Risk Management Framework describes the Group’s approach

to managing compliance and conduct risk. The Framework supports the Board approved

Risk Management Framework and is also supported by appropriate Group wide and

Divisional Compliance policies.

The compliance and conduct management system supports our commitment to satisfying our

compliance requirements and creating an effective, proactive and forward-looking approach

to managing compliance and conduct risk. The system is a continuous cycle, comprising of

framework components which operate independently as well as interactively to provide an

end-to-end approach for managing compliance and conduct risk within our Board-approved

risk appetite. It is underpinned by the Group’s risk culture and a three lines of defence model.

Remuneration

The Board Remuneration Committee assists the Board in discharging its responsibilities by

overseeing remuneration policies and practices of Westpac and its related bodies corporate

in the context that these practices:

•fairly and responsibly reward individuals having regard to performance; and

•reflect Westpac’s risk management framework, the law and the highest standards of

governance.

The Board Remuneration Committee has been in place for the whole of the financial year

and is comprised of three independent Non-executive Directors and is chaired by Craig

Dunn. All members of the Board Remuneration Committee are also members of either the

Board Risk Committee or the Board Legal, Regulatory & Compliance Committee, which

assists in the integration of effective risk management into the remuneration framework.

As set out in its charter, the key responsibilities of the Board Remuneration Committee are:

•reviewing and recommending to the Board the Westpac Group Remuneration Policy

(Group Remuneration Policy) and assessing the Group Remuneration Policy’s

effectiveness and its compliance with laws, regulations and prudential standards;

•reviewing and recommending to the Board the individual remuneration levels of the Non-

executive Directors, CEO, Group Executives, other senior executives who report directly

to the CEO, any other Accountable Persons under the BEAR, other persons whose

activities in the Board Remuneration Committee’s opinion affect the financial soundness

of Westpac, any person specified by APRA, and any other person the Board determines;

•reviewing and recommending to the Board the remuneration structures for each category

of persons covered by the Group Remuneration Policy;

•reviewing and making recommendations to the Board on corporate goals and objectives

relevant to the remuneration of the CEO, and the performance of the CEO considering

these objectives;

•reviewing and making recommendations to the Board on the short and long-term variable

reward plans and outcomes and adjustments to variable remuneration for Group

Executives and any other Accountable Person under the BEAR;

•reviewing and making recommendations to the Board regarding the size of variable

reward pools each year based on consideration of pre-determined business performance

indicators and the financial soundness of Westpac;

•approving remuneration arrangements outside of the Group Remuneration Policy relating

to individuals or groups of individuals which are significant because of their sensitivity,

precedent or disclosure implications;

•reviewing and making recommendations to the Board in relation to the approval of all

equity-based plans; and

•overseeing general remuneration practices across the Group.

68WESTPAC GROUP 2020 ANNUAL REPORT

Corporate governance

WESTPAC GROUP 2020 ANNUAL REPORT69
Corporate governance

The Board Remuneration Committee reviews and makes recommendations to the Board for

the adjustment of variable components of remuneration downwards or to zero if appropriate,

in accordance with the Group Remuneration Policy, where:

•subsequent information or circumstances indicate that all or part of the grant was not

justified; or

•it determines that an adjustment should be made as a result of risk or compliance

failures, poor customer outcomes, where an Accountable Person has failed to comply

with their accountability obligations under the BEAR or any other matter it considers

relevant.

Independent remuneration consultants are engaged by the Board Remuneration Committee

to provide information across a range of issues, including remuneration benchmarking,

market practices and emerging trends and regulatory reforms.

The Board Remuneration Committee seeks feedback from and considers matters raised by

the Board Risk Committee, the Board Legal, Regulatory & Compliance Committee and the

Board Audit Committee, including with respect to remuneration outcomes, adjustments to

remuneration and alignment of remuneration with the risk management framework. The

Board Remuneration Committee refers to the Board and any other Board Committee any

matters that come to its attention that are relevant for the Board or the respective Board

Committee.

Further details of our remuneration framework, including policies and practices regarding the

remuneration of Non-executive Directors and the remuneration of the CEO and other senior

executives, are included in the Remuneration Report in Section 10 of the Directors’ report.

The Board Remuneration Committee reviews and recommends the Remuneration Report

through the Board Audit Committee to the Board for approval.

70WESTPAC GROUP 2020 ANNUAL REPORT
Corporate governance

Risk Management Governance Structure

The roles and responsibilities that comprise Westpac’s risk management governance structure are set out in the table below:

Board

•approves our overall risk management framework, the Westpac Group Risk Management Framework, the Westpac Group Risk Management Strategy and the Westpac Group Risk Appetite Statement,

and monitors the effectiveness of risk management by the Westpac Group; and

•makes an annual declaration to APRA on risk management in accordance with regulatory requirements.

Board Risk Committee

•assists the Board to consider and approve the Group’s overall risk management framework for managing financial and non-financial risk;

•reviews and recommends the Westpac Group Risk Management Framework, the Westpac Group Risk Management Strategy and Westpac Group Risk Appetite Statement to the Board for approval;

•reviews and assists the Board oversee the risk culture across the Westpac Group;

•monitors the risk profile and controls of the Group for consistency with the Group Risk Appetite Statement and assists the Board to set the risk appetite for material risks;

•reviews and approves frameworks, policies and processes for managing risk;

•reviews and approves the limits and conditions that apply to credit risk approval authority delegated to the CEO, CFO, CRO and any other officers of the Westpac Group to whom the Board has

delegated credit approval authority;

•monitors changes anticipated for the economic and business environment including consideration of emerging risks and other factors considered relevant to our risk profile and risk appetite;

•assists the Board to make its annual declaration to APRA on risk management under APRA prudential standard CPS220 Risk Management;

•reviews and where appropriate approves risks beyond the approval discretion provided to management; and

•assists the Board to oversee compliance management within the Group.

Board Legal, Regulatory & Compliance Committee

•assists the Board Risk Committee as it oversees:

– material legal and regulatory change relevant to the Westpac Group;

– the Westpac Group’s management of:

•material litigation (including class actions) and regulatory investigations involving the Westpac Group;

•compliance;

•conduct risk;

•financial crime risk;

•customer remediation activities and customer complaints; and

•such other operational risk activities as are delegated to the Board Legal, Regulatory & Compliance Committee by the Board Risk Committee.

Other Board Committees with a risk focus

Board Audit Committee

•oversees the integrity of the financial statements, financial reporting systems, and the Group’s corporate reporting including the Group’s financial reporting, and compliance with prudential regulatory

reporting and professional accounting requirements and matters relating to taxation risks.

Board Remuneration Committee

•oversees remuneration policies and practices of the Westpac Group in the context that these policies and practices reflect Westpac’s risk management framework, including making recommendations

to the Board for the reduction or lapsing of incentive-based equity grants to employees as a result of risk or compliance failures.

Board Technology Committee

•oversees the implementation of the Westpac Group’s technology and data strategy and oversees the implementation of programs within the Enterprise Change Portfolio, including monitoring the

delivery of the major technology related transformation programs.

Executive Team

•executes the Board-approved strategy;

•delivers the Westpac Group’s various strategic and performance goals within the approved risk appetite;

•approves the position statements that guide the Westpac Group’s response to sustainability issues; and

•monitors key risks within each business unit, capital adequacy and the Westpac Group’s reputation.

WESTPAC GROUP 2020 ANNUAL REPORT71
Corporate governance

Executive risk committees

Westpac Group Executive Risk Committee

•leads the management and oversight of material risks across the Westpac Group within the context of the risk appetite approved by the Board;

•oversees the effectiveness of the Risk Management Framework and the execution of the Risk Management Strategy;

•monitors and reviews the Group’s risk profile for all identified material risks;

•shapes and promotes a strong risk culture; and

•oversees emerging risks and allocates responsibility for assessing impacts and implementing appropriate actions to address these.

Westpac Group Executive Technical Risk Committee

•reviews, supports, approves and monitors risk class risk management frameworks and key supporting policies;

•monitors the review of risk models, model risk and capital measurements and methodologies; and

•monitors and reviews stress testing and scenario analysis and capital.

Westpac Group Asset & Liability Committee

•leads the optimisation of funding and liquidity risk-reward across the Group;

•reviews the level and quality of capital to ensure that it is commensurate with the Group’s risk profile, business strategy and risk appetite;

•oversees the Liquidity Risk Management Framework and key policies;

•oversees the funding and liquidity risk profile and balance sheet risk profile; and

•identifies emerging funding and liquidity risks and appropriate actions to address these.

Westpac Group Credit Risk Committee

•reviews and oversees the Credit Risk Management Framework and key supporting policies;

•oversees Westpac’s credit risk profile; and

•identifies emerging credit risks, allocates responsibility for assessing impacts, and responds as appropriate.

Westpac Group Market Risk Committee

•reviews and oversees the Market Risk Management Framework and key market risk management policies;

•reviews policies and limits for managing traded and non-traded market risk; and

•reviews and oversees the market risk, equity risk and insurance risk profile.

Westpac Group Operational and Compliance Risk Committee

•leads the optimisation of operational, conduct and compliance risk across the Group;

•reviews and oversees the Operational Risk Management Framework and Compliance and Conduct Risk Management Framework and key supporting policies;

•oversees Westpac’s operational risk and conduct and compliance risk profiles; and

•identifies emerging operational, conduct and compliance risks, and appropriate actions to address these.

Westpac Group Remuneration Oversight Committee

The primary function of the Westpac Group Remuneration Oversight Committee is to assist the Board Remuneration Committee and the Westpac Board in fulfilling its responsibility to oversee

remuneration policies and practices of Westpac and its related bodies corporate.

Some of the key responsibilities of the Westpac Group Remuneration Oversight Committee include:

•supporting the CEO, Board Remuneration Committee and the Board by reviewing and approving remuneration frameworks, guidelines and short term variable reward plans underpinning the Board-

approved Westpac Group Remuneration Policy from a Human Resources, Risk (including Compliance), Finance and Legal perspective and in line with external requirements;

•assisting the Board Remuneration Committee and the Board in fulfilling its responsibility to oversee remuneration policies and practices of the Group in the context that these policies and practices fairly

and responsibly reward individuals having regard to customer and shareholder interests, long term financial soundness and prudent risk management;

•recommending to the CEO for recommendation to the Board Remuneration Committee remuneration arrangements, including remuneration review and remuneration adjustment outcomes, for

Responsible Persons, risk and financial control employees, Material Risk Takers and other individuals whose activities may impact the financial soundness of Westpac below the Group Executive level;

and

•recommending to the CEO for recommendation to the Board Remuneration Committee the criteria and rationale for determining the total quantum of the Group variable reward pool.

72WESTPAC GROUP 2020 ANNUAL REPORT
Corporate governance

Prudential Reporting and Compliance Committee

•oversees from a Group-wide perspective, the Group’s compliance with prudential requirements and regulatory reporting;

•oversees the effective management of prudential compliance breaches, incidents and issues including remediation actions; and

•monitors and reviews ongoing prudential governance activities, including changes to prudential standards.

Reputational Risk Committee

•reviews issues with material reputation risk that arise in the operations of Westpac’ business to mitigate reputation risk and detrimental customer impacts.

Westpac Group Financial Crime Risk and Compliance Committee

•oversees AML/CTF, ABC, sanctions and tax transparency within the context of the risk appetite approved by the Board;

•reviews and oversees the Financial Crime Risk Management Framework, key supporting policies, programs and standards;

•monitors and oversees Westpac’s financial crime risk profile; and

•identifies emerging financial crime risks and appropriate actions to address these.

Risk function

•promotes a strong risk culture;

•owns the design and content of the Risk Management Framework;

•defines the structure and coverage of risk appetite;

•defines the annual risk strategy to execute the Risk Management Framework ensuring that the management of risks is in alignment with risk appetite and business strategy;

•establishes risk policies, procedures and limits;

•measures and reports on risk levels; and

•provides oversight of and direction on the management of risks.

Independent internal review

Group Audit

•reviews the adequacy and effectiveness of management controls over risk.

Divisional business units and functions

Business Units and Functions

•responsible for identifying, evaluating and managing the risks that they originate within approved risk appetite and policies; and

•establish and maintain appropriate risk management and compliance controls, resources and self-assessment processes.

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

ended 30 September 2020.

Directors

The names of the persons who have been Directors, or

appointed as Directors, during the period since 1 October 2019

and up to the date of this report are: John McFarlane (Director

from 17 February 2020), Peter King (Director from 2 December

2019), Lindsay Maxsted (appointed as a Director on 1 March

2008 and retired as a Director on 31 March 2020), Brian Hartzer

(appointed as a Director

on 2 February 2015 and retired as a Director on 2 December

2019), Nerida Caesar, Ewen Crouch AM (appointed as a

Director on 1 February 2013 and retired as a Director on 12

December 2019 following the completion of the 2019 Annual

General Meeting), Catriona Alison Deans (Alison Deans), Craig

Dunn, Yuen Mei Anita Fung (Anita Fung) (appointed as a

Director on 1 October 2018 and retired as a Director on 31

March 2020), Steven Harker, Peter Marriott, Peter Nash,

Margaret Seale and Christopher Lynch (appointed as a Director

on 1 September 2020).

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 three years

immediately before 30 September 2020, and the period for which each

directorship has been held, are set out in the following pages.

WESTPAC GROUP 2020 ANNUAL REPORT73

DIRECTORS’ REPORT

Directors’

report

Includes Board and Executive Team

biographies, report on the business,

Directors’ interests, environmental and

human rights supply chain disclosures,

political engagement, Directors’ meetings

and Remuneration Report.

74WESTPAC GROUP 2020 ANNUAL REPORT
BOARD OF DIRECTORS

JOHN M

C

FARLANE

MA, MBA

Age: 73

CHAIRMAN AND INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed: Director since February 2020 and Chairman since April 2020.

Board Committees: Chairman of the Board Nominations & Governance Committee.

Experience: John is a senior figure in global banking and financial services and has 45 years of experience in the sector. He was formerly Chairman of

Barclays plc, Aviva plc and FirstGroup plc, and Chairman of The City UK. He was also a Non-executive Director of Westfield Group/Westfield

Corporation, The Royal Bank of Scotland Group, Capital Radio plc and was a council member of The London Stock Exchange.

John served as Chief Executive Officer of Australia and New Zealand Banking Group Limited from 1997 to 2007, and as Group Executive Director at

Standard Chartered. He also held senior positions at Citicorp including as Managing Director of Citicorp Investment Bank Ltd and Head of Citicorp and

Citibank in the UK and Ireland. He began his career at Ford Motor Co.

Directorships of listed entities over the past three years: Unibail-Rodamco-Westfield SE (since June 2018), Barclays plc (January 2015 to May

2019) and Westfield Corporation Limited (July 2014 to June 2018).

Other principal directorships and interests: Director of Old Oak Holdings Ltd.

PETER KING

BEc, FCA.

Age: 50

MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

Appointed: Director since December 2019.

Board Committees: Member of the Board Technology Committee.

Experience: Peter was appointed Westpac Group Chief Executive Officer in April 2020. Peter previously held this role on an acting basis between

December 2019 and March 2020. Since joining the Westpac Group in 1994, Peter also held senior finance roles including Chief Financial Officer with

responsibility for Westpac’s Finance, Tax, Treasury and Investor

Relations functions. Prior to this, he was Deputy Chief Financial Officer for three years. He has also held senior 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.

Directorships of listed entities over the past three years: Nil.

Other principal directorships and interests: Director of Australian Banking Association Incorporated and Institute of International Finance.

NERIDA CAESAR

BCom, MBA, GAICD

Age: 56

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed: Director since September 2017.

Board Committees: Member of the Board Legal, Regulatory and Compliance and Board Technology Committees.

Experience: Nerida has over 33 years of broad ranging commercial and business management experience, with particular depth in technology led

businesses. Nerida was Group Managing Director and Chief Executive Officer, Australia and New Zealand, of Equifax (formerly the ASX-listed Veda

Group Limited) and was also a former director of Genome.One Pty Ltd and Stone and Chalk Limited. Before joining Equifax, Nerida held several senior

management roles at Telstra, including Group Managing Director, Enterprise and Government and Group Managing Director, Wholesale. Nerida also

held several Executive and senior management positions with IBM within Australia and internationally, including as Vice President of IBM’s Intel Server

Division for the Asia Pacific region.

Directorships of listed entities over the past three years: Nil.

Other principal directorships and interests: Chairman of Workplace Giving Australia Limited and Director of Spark Investment Holdco Pty Ltd.

Member of the Advisory Board of IXUP Limited. Advisor to Equifax Australia and New Zealand and Carla Zampatti Pty Ltd.

WESTPAC GROUP 2020 ANNUAL REPORT75
ALISON DEANS

BA, MBA, GAICD

Age: 52

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed: Director since April 2014.

Board Committees: Chairman of the Board Technology Committee. Member of the Board Nominations & Governance, Board Remuneration and

Board Risk Committees.

Experience: 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. She has served as the CEO of eCorp Limited, CEO of Hoyts Cinemas and CEO of eBay, Australia

and New Zealand. Most recently, she was CEO of technology-based investment company netus Pty Ltd, which was acquired by Fairfax Media Limited

in 2012.

Directorships of listed entities over the past three years: Cochlear Limited (since January 2015), Ramsay Health Care Limited (since November

2018), and Insurance Australia Group Limited (February 2013 to October 2017).

Other principal directorships and interests: Director of SCEGGS Darlinghurst Limited, The Observership Program Limited and Deputy Group Pty

Ltd. Senior Advisor to McKinsey & Company and Investment Committee member of the CSIRO Innovation Fund (Main Sequence Ventures).

CRAIG DUNN

BCom, FCA

Age: 57

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed: Director since June 2015.

Board Committees: Chairman of the Board Remuneration Committee. Member of the Board Nominations & Governance and Board Risk Committees.

Experience: Craig has more than 20 years’ experience in financial services, including as CEO of AMP Limited. He was formerly a director of Financial

Literacy Australia Limited, and a Board member of the Australian Japanese Business Cooperation Committee, Jobs for New South Wales, and the New

South Wales Government’s Financial Services Knowledge Hub. Craig was Chairman of Stone and Chalk Limited and 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.

Directorships of listed entities over the past three years: Telstra Corporation Limited (since April 2016).

Other principal directorships and interests: Chairman of The Australian Ballet, Chairman of the International Standards Technical Committee on

Blockchain and Distributed Ledger Technologies (ISO/TC 307), and consultant to King & Wood Mallesons.

STEVEN HARKER

BEc (Hons.), LLB

Age: 65

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed: Director since March 2019.

Board Committees: Member of the Board Audit and Board Legal, Regulatory & Compliance Committees.

Experience: Steve has over 35 years’ experience in investment banking. He was formerly Managing Director and Chief Executive Officer of Morgan

Stanley Australia, and then Vice Chairman until February 2019. Prior to joining Morgan Stanley, he spent 15 years with Barclays de Zoete Wedd (BZW,

now Barclays Investment Bank). Steve was Chairman and Director of Australian Financial Markets Association Limited and a Director of Investa

Property Group.

He also previously served on the Board of the Centre for International Finance and Regulation and was a Guardian of the Future Fund of Australia.

Directorships of listed entities over the past three years: Nil.

Other principal directorships and interests: Chairman of the Investment and Executive Committees at Future Now Ventures. Director of The

Banking and Finance Oath Limited, The Hunger Project Australia, ASX Refinitiv Charity Foundation, and New South Wales Golf Club Foundation

Limited.

PETER MARRIOTT

BEc (Hons.), FCA

Age: 63

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed: Director since June 2013.

Board Committees: Chairman of the Board Risk Committee. Member of the Board Legal, Regulatory & Compliance, Board Audit, Board Nominations

& Governance and Board Technology Committees.

Experience: Peter has over 30 years’ experience in senior management roles in the finance industry, encompassing international banking, finance and

auditing. He joined Australia and New Zealand Banking Group Limited (ANZ) in 1993 and was 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.

Directorships of listed entities over the past three years: ASX Limited (since July 2009).

Other principal directorships and interests: Director of ASX Clearing Corporation Limited, ASX Settlement Corporation Limited and Austraclear

Limited. Member of Monash University Council and Chairman of the Monash University Council’s Resources and Finance Committee.

76WESTPAC GROUP 2020 ANNUAL REPORT
PETER NASH

BCom, FCA, F Fin

Age: 58

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed: Director since March 2018.

Board Committees: Chairman of the Board Audit and Board Legal, Regulatory & Compliance Committees. Member of the Board Risk and Board

Nominations & Governance Committees.

Experience: Peter was formerly a Senior Partner with KPMG, having been admitted to the Australian partnership in 1993. He served as the National

Chairman of KPMG Australia and served on KPMG’s Global and Regional Boards. His previous positions with KPMG included Regional Head of Audit

for Asia Pacific, National Managing Partner for Audit in Australia and head of KPMG Financial Services. Peter has worked in geographically diverse

and complex operating environments providing advice on a range of topics including business strategy, risk management, internal controls, business

processes and regulatory change. He has also provided financial and commercial advice to many State and Federal Government businesses.

Peter is a former member of the Business Council of Australia and its Economic and Regulatory Committee.

Directorships of listed entities over the past three years: Johns Lyng Group Limited (Chairman since October 2017), Mirvac Group (since

November 2018) and ASX Limited (since June 2019).

Other principal directorships and interests: Director of Reconciliation Australia Limited and Golf Victoria Limited. Board member of the Koorie

Heritage Trust.

MARGARET (MARGIE) SEALE

BA, FAICD

Age: 60

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed: Director since March 2019.

Board Committees: Member of the Board Remuneration and Board Legal, Regulatory & Compliance Committees.

Experience: Margie has more than 25 years’ experience in senior executive roles in Australia and overseas, including in consumer goods, global

publishing, sales and marketing, and the successful transition of traditional business models to digital environments. Prior to her non-executive career,

Margie was the Managing Director of Random House Australia and New Zealand and President, Asia Development for Random House Inc. Margie was

a Director and then Chair of Penguin Random House Australia Pty Limited, and a Director of Ramsay Health Care Limited, Bank of Queensland

Limited and the Australian Publishers’ Association. She also served on the Boards of Chief Executive Women (chairing its Scholarship Committee), the

Powerhouse Museum, and the Sydney Writers Festival.

Directorships of listed entities over the past three years: Telstra Corporation Limited (since May 2012), Scentre Group Limited (since February

2016), Ramsay Health Care Limited (April 2015 to October 2018) and Bank of Queensland Limited (January 2014 to June 2018).

Other principal directorships and interests: Nil.

CHRIS LYNCH

BCom, MBA, FCPA

Age: 67

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed: Director since September 2020.

Board Committees: Member of the Board Audit and Board Risk Committees.

Experience: Chris has significant experience in mineral resources and infrastructure, having spent over 30 years working in these fields globally. Chris

was formerly the Global Chief Financial Officer of Rio Tinto Group, based in London, and an Executive Director. Prior to this, he was a Non-executive

Director of Rio Tinto Group. Chris was the Chief Executive Officer of Transurban Group, an international toll road developer and manager with interests

in Australia and North America from 2008 to 2012. His executive career also included seven years at BHP Billiton where he was Chief Financial Officer

and then Executive Director and Group President – Carbon Steel Materials. Chris spent 20 years with Alcoa Inc. where he held a number of executive

positions, including Vice-President and Chief Information Officer based in Pittsburgh, USA and Chief Financial Officer of Alcoa Europe in Switzerland.

He was also managing director of KAAL Australia Limited, a joint venture company formed by Alcoa and Kobe Steel. Chris was formerly a

Commissioner of the Australian Football League from 2008 until 2014.

Directorships of listed entities over the past three years: Rio Tinto Group (September 2011 to September 2018).

Other principal directorships and interests: Director of Business for Millennium Development Ltd, Chairman of the National Water Grid Authority

Advisory Board.

WESTPAC GROUP 2020 ANNUAL REPORT77
Company Secretary

Our Company Secretary as at 30 September 2020 was Tim Hartin.

TIM HARTIN

LLB (Hons.)

Age: 45

COMPANY SECRETARY

Tim was appointed 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.

Executive Team

As at 30 September 2020 our Executive Team was:

NAMEPOSITION

YEAR

JOINED

GROUP

YEAR

APPOINTED TO

POSITION

Peter KingManaging Director & Chief Executive Officer19942020

Richard BurtonActing Chief Executive, Consumer20102020

Rebecca LimGroup General Counsel & Enterprise Executive20022020

Guilherme (Guil) LimaChief Executive, Business20192019

Carolyn McCannGroup Executive, Customer & Corporate Relations20132018

David McLeanChief Executive Officer, Westpac New Zealand19992015

Christine ParkerGroup Executive, Human Resources20072011

Michael RowlandChief Financial Officer20202020

David StephenChief Risk Officer20182018

Gary ThursbyChief Information Officer (Acting)20082020

Les VanceGroup Executive, Financial Crime, Compliance & Conduct20082020

Alastair WelshActing Group Executive, Enterprise Services19922019

Jason YettonChief Executive, Specialist Businesses, Strategy & Transformation20202020

Curt ZuberActing Chief Executive, Westpac Institutional Bank19952020

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

78WESTPAC GROUP 2020 ANNUAL REPORT
EXECUTIVE TEAM AS AT 30 SEPTEMBER 2020

PETER KING

BEc, FCA

Age: 50

MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER, WESTPAC GROUP

Peter was appointed Westpac Group Chief Executive Officer in April 2020, after holding the role on an acting basis between December 2019 and March 2020.

In his 25 years at Westpac, Peter has held senior finance roles including Chief Financial Officer with responsibility for Westpac’s Finance, Group Audit, Tax,

Treasury and Investor Relations functions. Prior to this he was Deputy Chief Financial Officer for three years and worked in senior 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.

RICHARD BURTON

BSc Mathematics (Hons)

Age: 48

ACTING CHIEF EXECUTIVE, CONSUMER DIVISION

Richard was appointed Acting Chief Executive, Consumer Division in June 2020. The division provides a wide range of retail banking, lending and consumer

finance services across the Westpac, St.George, BankSA, Bank of Melbourne and RAMS brands.

In his 10 years at Westpac, Richard has held senior finance roles spanning consumer, business and Group functions including Chief Financial Officer of the

Consumer Division, Chief Financial Officer of the Business Division, Acting General Manager, Group Finance and Acting Deputy Chief Financial Officer.

During this time, Richard led large teams of finance professionals while driving performance, optimising investment to generate positive customer experiences

and managing all aspects of financial reporting.

Prior to joining Westpac, Richard held senior roles in financial services in Australia and the UK including Head of Business Performance at Challenger

Financial Services Group and Head of Performance Management at National Australia Bank. Richard also led an advisory team for KPMG in the UK.

Richard holds a Bachelor of Science in Mathematics with Honours, from the University of Bristol.

REBECCA LIM

B Econ, LLB (Hons)

Age: 48

GROUP GENERAL COUNSEL & ENTERPRISE EXECUTIVE

Rebecca is responsible for leading Westpac’s legal function globally, as well as leading the CEO’s office.

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 a member of Chief Executive Women.

GUILHERME (GUIL) LIMA

MBA, BBA

Age: 46

CHIEF EXECUTIVE, BUSINESS DIVISION

Guilherme (Guil) joined Westpac Group as Chief Executive, Business Division in December 2019. The division supports Australia’s small business,

commercial, agribusiness and private wealth customers providing a wide range of banking services across the Westpac, St.George, BankSA and Bank of

Melbourne brands.

Guil has 22 years’ experience in banking and consulting in Hong Kong, Brazil, UK, US, Spain and the Netherlands. Prior to his appointment, Guil was Group

Head of Wealth Management at HSBC Hong Kong. He started at HSBC as Group Head of Strategy in London in 2010 after a career totalling 10 years at

McKinsey & Co.

Guil holds a Bachelor of Business Administration in General Management and Finance from Fundação Getulio Vargas (FGV) in Brazil and a Master of

Business Administration in Strategy, Corporate Finance and Investment Management from Harvard Business School.

WESTPAC GROUP 2020 ANNUAL REPORT79
CAROLYN M

C

CANN

BBus (Com), BA,

GradDipAppFin, GAICD

Age: 48

GROUP EXECUTIVE, CUSTOMER & CORPORATE RELATIONS

Carolyn was appointed as Westpac’s Group Executive responsible for customer and corporate relations in May 2018. This division originally brought together

management of the Group’s customer resolution of complaints, alongside the functions responsible for reputation, corporate affairs, communications and

sustainability. During the year, Carolyn assumed responsibility for the Customer Advocate function as well as the Group’s Customer Outcomes and Risk

Excellence Program, a program to improve risk culture, governance and accountability. From 1 November 2020, the division will also include Westpac Group’s

customer remediation function. Carolyn joined Westpac in 2013, as General Manager, Corporate Affairs and Sustainability.

Prior to joining Westpac, Carolyn spent 13 years at Insurance Australia Group in various positions, including Group General Manager, Corporate Affairs and

Investor Relations. She began her career in consulting and has extensive in-house and consulting experience in financial services.

DAVID M

C

LEAN

LLB (Hons.)

Age: 62

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, he 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 from 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 served as in-house counsel for NatWest NZ from 1985.

CHRISTINE PARKER

BGDipBus (HRM)

Age: 60

GROUP EXECUTIVE, HUMAN RESOURCES

Christine was appointed to Westpac Group’s Executive Team in October 2011. As Group Executive, Human Resources, Christine leads the HR function for

the Group, responsible for strengthening our service oriented and inclusive culture, attracting and retaining the best talent, developing and helping our

workforce to grow skills for the future, rewarding and recognising our people and ensuring their health and wellbeing. Christine has responsibility for the office

of the Banking Executive Accountability Regime (BEAR) and also supports the CEO and Board on culture and conduct. Since joining Westpac in 2007,

Christine has held a variety of senior leadership roles including Group General Manager, Human Resources and General Manager, Human Resources for

Westpac New Zealand Limited. Before joining Westpac, Christine held senior HR roles in a number of high-profile organisations and across a range of

industries, including Carter Holt Harvey and Restaurant Brands New Zealand. Christine is currently Chair of the St.George Foundation, a member of the Chief

Executive Women and was previously a Director of Women’s Community Shelters and member of the Veterans’ Employment Industry Advisory Committee.

MICHAEL ROWLAND

B.Comm, FCA

Age: 59

CHIEF FINANCIAL OFFICER

Michael joined Westpac Group as Chief Financial Officer in September 2020. He is responsible for Westpac’s Finance, Group Audit, Investor Relations, Tax

and Treasury functions.

Before joining Westpac, Michael was a Partner in Management Consulting at KPMG. Before that he held a number of senior executive positions at ANZ from

1999 to 2013. This included CFO Institutional Banking, CFO Wealth, CFO New Zealand, CFO Personal Financial Services, and business leadership roles as

CEO Pacific, Managing Director Mortgages and General Manager, Transformation. Michael commenced his career at KPMG, where he was promoted to

become a Tax Partner in 1993.

Michael holds a Bachelor of Commerce, University of Melbourne and a Graduate Diploma of Taxation Law, Monash University. He is a Fellow of the Institute

of Chartered Accountants in Australia and New Zealand.

DAVID STEPHEN

BBus

Age: 56

CHIEF RISK OFFICER

David was appointed Chief Risk Officer in October 2018, with responsibility for risk management across the Group.

Prior to this, David was the Chief Risk Officer for Royal Bank of Scotland (RBS) from 2013, having joined in 2010 as the Deputy Chief Risk Officer. David has

also previously held other senior roles at both retail and investment banks in the UK, USA, Hong Kong and Australia, including serving as Chief Risk Officer at

ANZ and Chief Credit Officer at Credit Suisse Financial Products.

David has a Bachelor of Business in Banking and Finance from Monash University and is a Board member of the International Financial Risk Institute.

80WESTPAC GROUP 2020 ANNUAL REPORT
GARY THURSBY

BEc, DipAcc, FCA

Age: 58

CHIEF INFORMATION OFFICER (ACTING)

Gary has held a number of Group Executive roles across the Group. He was appointed Chief Information Officer (Acting) in 2020. Before this, he was Chief

Financial Officer (Acting) from December 2019 to August 2020. He has also held the roles of Chief Operating Officer and Group Executive, Strategy & Enterprise

Services.

Before joining Westpac in 2008, Gary held several senior finance roles at Commonwealth Bank of Australia (CBA) including Deputy CFO and CFO Retail Bank.

He 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.

LES VANCE

BCom, LLB (Hons)

Age: 50

GROUP EXECUTIVE, FINANCIAL CRIME, COMPLIANCE AND CONDUCT

Les was appointed Group Executive, Financial Crime, Compliance and Conduct in June 2020. In this newly created role, Les is responsible for overseeing and

strengthening the governance and management of these risks.

Les has over 25 years’ executive experience across transformation and program delivery, risk and governance, operations and line management. Joining

Westpac in 2008, Les has held a variety of senior roles including Chief Operating Officer, Consumer Division and Chief Risk Officer, BT Financial Group. Prior to

Westpac, Les was Group Executive for External Funds at Investa Property Group and Chief Executive for Gaming at TAB Limited. Les commenced his career as

a solicitor at the legal firm Freehills.

Les holds a Bachelor of Commerce and a Bachelor of Laws with Honours, both from University of Queensland.

ALASTAIR WELSH

MBA, BCA, CA

Age: 55

ACTING GROUP EXECUTIVE, ENTERPRISE SERVICES

Alastair was appointed Acting Group Executive, Enterprise Services in December 2019. His role is designed to accelerate the delivery of the Group’s Service

Revolution and provides services to support the Group’s operating businesses. Alastair’s responsibility also includes banking operations, advice and group

remediation, procurement, property and enterprise investments. Alastair holds more than 30 years’ experience in banking in the UK, New Zealand and Australia.

Since joining Westpac NZ in 1992, he has held a variety of roles from relationship management through to leadership positions for BT Financial Group, Group

Customer Transformation and Business Banking.

Prior to his current appointment, Alastair was Acting Chief Executive, Business.

JASON YETTON

B.Comm (Finance & Mktg),

GradDipAppFin

Age: 49

CHIEF EXECUTIVE, SPECIALIST BUSINESSES, STRATEGY & TRANSFORMATION

Jason was appointed Chief Executive, Specialist Businesses in May 2020.

He is responsible for Group Strategy, Transformation Office and Corporate & Business Development. He is also accountable for the Strategic Reviews and

potential divestments of the Group’s Specialist Businesses. Specialist Businesses support customers with wealth needs including Life and General Insurance,

Superannuation and Platforms and Investments as well as Auto Finance and Pacific banking. Most recently, Jason was Chief Executive Officer NewCo, CBA,

where he was appointed to lead the demerger of its wealth management and mortgage broking businesses. Prior to that, he was Chief Executive Officer &

Managing Director, SocietyOne, an early financial services disrupter and consumer finance marketplace lender. Jason was previously with the Westpac Group for

more than 20 years, holding a number of senior positions including Group Executive, Westpac Retail & Business Banking, and a range of senior executive

positions in BT Financial Group.

CURT ZUBER

BA, MBA

Age: 55

ACTING CHIEF EXECUTIVE, WESTPAC INSTITUTIONAL BANK

Curt was appointed Acting Chief Executive, Westpac Institutional Bank in July 2020. He is responsible 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. He is also responsible for Westpac’s offices and branches in Asia, London and New York. Curt joined Westpac in 1995 and was appointed Group

Treasurer in 2004 where he oversaw treasury operations, Group liquidity and Global wholesale funding across all products, including securitisation, covered

bonds and other structured products, capital securities and unsecured issuance. He was also responsible for all on-balance-sheet risk management, as well as

management of the Group’s balance sheet, including capital planning and execution and meeting the Group’s liquidity and funding regulatory requirements. Prior

to this, Curt held several roles including Deputy Group Treasurer and Head of Treasury Risk. Before joining Westpac, Curt spent seven years at Household

International in Chicago and Sydney in various treasury-related roles, including risk management, funding and asset and liability management.

3. Operating and financial review
a) Principal activities

The principal activities of the Group during the financial year ended 30 September 2020 were

the provision of financial services including lending, deposit taking, payments services,

investment platforms, superannuation and funds management, insurance services, leasing

finance, general finance, interest rate risk management and foreign exchange services.

From 30 June 2019 and 30 September 2019 respectively, Westpac ceased to provide personal

financial advice through its salaried BT Financial Group planners or its authorised

representatives. Other than this change, there have been no significant changes in the nature

of the principal activities of the Group during 2020.

b) Operations and financial performance

The net profit attributable to owners of Westpac Banking Corporation for 2020 was $2,290

million, a decrease of $4,494 million or 66% compared to 2019. Key features of this result

were:

•Net interest income decreased $211 million or 1% compared to 2019 predominantly due

to a decrease in net interest margin of 9 basis points to 2.03%. The movement in net

interest income is attributable to the impact of:

–lower rates on average interest earning assets exceeding benefits from the decrease

in the Group’s funding costs, which includes movements in economic hedges; and

–lower charges for estimated customer refunds and payments than in 2019.

•In aggregate, non-interest income decreased $255 million compared to 2019

mainly due to:

–a decrease in net wealth and insurance income due to lower rates, asset impairment

and severe weather events resulting in higher claims; and

–a decrease in net fee income from lower customer activities and fee waivers; partially

offset by

–a lower charge for estimated customer refunds and payments compared to 2019; and

–the realisation of a gain upon the derecognition of an associate.

•Operating expenses increased $2,633 million or 26% compared to 2019. The rise was

mainly due to:

–costs associated with AUSTRAC proceedings including a provision for penalty;

–customer service costs associated with responding to COVID-19; and

–asset impairments, and an increase in amortisation and impairment of capitalised

software; partially offset by provisions for Wealth restructuring in 2019.

•Impairment charges were $2,384 million higher compared to 2019 reflecting the

deterioration in the economy as a result of the COVID-19 pandemic which has led to a

significant increase in the expected credit losses. Asset quality deteriorated, with

stressed exposures as a percentage of total committed exposures at 1.91%, up 71 basis

points compared to 2019.

The effective tax rate of 46.3% was higher than 2019’s effective tax rate of 30.4%

predominantly due to both the provision for the AUSTRAC penalty and goodwill impairment

being non deductible.

A review of the operations of the Group and its divisions and their results for the financial year

ended 30 September 2020 is set out in Section 2 of the Annual Report under the sections

‘Review of Group operations’ (see pages 135 to 153), ‘Divisional performance’ (see pages 154

to 169) and ‘Risk and risk management’ (see pages 170 to 189), 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 (see pages 195 to 346), which form part of this

report.

c) Dividends

Since 30 September 2020, Westpac has announced a final ordinary dividend of 31 cents per

Westpac ordinary share, totalling approximately $1,120 million for the year ended 30

September 2020. The dividend will be fully franked and will be paid on 18 December 2020.

No interim ordinary dividend was paid for the half year ended 31 March 2020.

Further, in respect of the year ended 30 September 2019, a fully franked final dividend of

80 cents per ordinary share totalling $2,791 million was paid on 20 December 2019. The

payment comprised direct cash disbursements of $2,518 million with $273 million, being

reinvested by participants through the DRP.

New shares were issued under the DRP for the 2019 final ordinary dividend.

WESTPAC GROUP 2020 ANNUAL REPORT81

Directors’ report

d) Significant changes in state of affairs and events during and since the end of
the 2020 financial year

Throughout the financial year ended 30 September 2020, the Group has operated in a

challenging environment, including as a result of the COVID-19 pandemic which has had a

significant and adverse impact on the Australian and global economy and our business,

financial performance, customers and people, as well as AUSTRAC’s Statement of Claim and

matters relating to those proceedings (refer to ‘AUSTRAC proceedings overview’ section for

more details (see page 18)).

In this environment, significant changes in the state of affairs of the Group were:

•implementing a range of initiatives to support certain customers impacted by the COVID-

19 pandemic, such as lowering interest rates on certain products, waiving certain fees,

providing special loans to support customers to manage their cash flow and granting

deferrals of mortgage and business loan repayments;

•modifying our operations in response to the material restrictions which have been

implemented by the Australian, State and Territory governments as a result of the COVID-

19 pandemic;

•the filing of proceedings by AUSTRAC against Westpac in November 2019 in relation

to alleged contraventions of the Anti-Money Laundering and Counter-Terrorism

Financing Act 2006 (Cth), reaching an agreement with AUSTRAC to resolve these

proceedings and raising a provision for a penalty of $1.3 billion. ASIC also continues to

conduct an extensive investigation into matters related to the AUSTRAC proceedings;

•reassessing our Culture, Governance and Accountability assessment at the request of

APRA and commencing the CORE program;

•implementing a number of multi-year programs (in addition to the CORE program) that

seek to address identified shortcomings and significantly improve Westpac’s management

of risks;

•making changes to the Westpac Board and Executive Team, including the appointment of

a new Chairman and Chief Executive Officer;

•establishing the Specialist Businesses division which has completed a strategic review

of certain businesses to simplify Westpac’s portfolio;

•launching our new Lines of Business operating model to clarify responsibility and

accountability for end-to-end performance; and

•ongoing regulatory changes and developments, which have included changes relating

to financial services, access to data, hardship reporting requirements and other

regulatory requirements.

For a discussion of these matters, please refer to ’Significant developments’ in Section 1 of the

Annual Report, which forms part of this report (see pages 119 to 125).

Other than set out above, the Directors are not aware of any other matter or circumstance that

has occurred since 30 September 2020 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.

e) Business strategies, developments and expected results

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 the Strategic report (see pages 2 to 72 and in ’Significant developments’ in

Section 1 of the Annual Report (see pages 119 to 125), which forms part of this report.

Further information on our business strategies and prospects for the 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.

f) Risks to our financial performance, position and our operations

Our financial position, our future financial results, our operations and the success of our

strategy are subject to a range of risks. These risks are set out and discussed in Section 2 of

this Annual Report under the section ‘Risk and risk management’, which forms part of this

report (see pages 170 to 189).

82WESTPAC GROUP 2020 ANNUAL REPORT

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WESTPAC GROUP 2020 ANNUAL REPORT83
Directors’ report

4. Directors’ interests

a) Directors’ interests in securities

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 2020 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, a registered 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 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, a registered scheme made available by us or any of our related bodies corporate.

Directors’ interests in Westpac and related bodies corporate as at 1 November 2020

Number of Relevant

Interests in WestpacNumber of Westpac

Ordinary SharesShare Rights

Westpac Banking Corporation

Current Directors

John McFarlane10,000-

Peter King131,886

1

346,795

2

Nerida Caesar13,583-

Alison Deans15,632-

Craig Dunn15,009-

Steven Harker11,605-

Chris Lynch13,090

3

-

Peter Marriott22,110-

Peter Nash15,260-

Margaret Seale22,960

4

-

Former Directors

Lindsay Maxsted25,592

5

-

5

Brian Hartzer130,545

6

-

6

Ewen Crouch79,690

7

-

7

Anita Fung-

8

-

8

1.Peter King’s interest in Westpac ordinary shares includes 23,697 restricted shares held under the Restricted Share Plan.

2.Share rights issued under the Long Term Variable Reward Plan.

3.Chris Lynch and his related bodies corporate also hold relevant interests in 1,137 Westpac Capital Notes 5.

4.Margaret Seale and her related bodies corporate also hold relevant interests in 3,220 Westpac Capital Notes 2.

5.Figure displayed is as at Lindsay Maxsted’s retirement date of 31 March 2020.

6.Figure displayed is as at Brian Hartzer’s retirement date of 2 December 2019.

7.Figure displayed is as at Ewen Crouch’s retirement date of 12 December 2019. Ewen Crouch and his related bodies corporate also held relevant interests in 250 Westpac Capital Notes 2 as at 12 December 2019.

8.Figure displayed is at Anita Fung’s retirement date of 31 March 2020.

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) or Advance Cash Multi-Blend Fund (ARSN 094 113 050).

b) Indemnities and insurance
Under the Westpac Constitution, unless it is forbidden or would be made void by statute, we

indemnify any person who is or has been a Director or Company Secretary of Westpac and

of each of our related bodies corporate (except related bodies corporate listed on a

recognised stock exchange), any person who is or has been an employee of Westpac or our

subsidiaries (except subsidiaries listed on a recognised stock exchange), and any person

who is or has been acting as a responsible manager under the terms of 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 the Company Secretary 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 who are or have been 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 on 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’

liability insurance to Directors of Westpac and Directors of Westpac’s wholly-owned

subsidiaries (except wholly-owned subsidiaries listed on a recognised stock exchange).

For the year ended 30 September 2020, 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.

c) Share rights outstanding

As at the date of this report there are 3,154,553 share rights outstanding in relation to

Westpac ordinary shares. The latest dates for exercise of the share rights range between 1

October 2021 and 1 July 2035.

Holders of outstanding share rights in relation to Westpac ordinary shares do not have any

rights under the share rights to participate in any share issue or interest of Westpac or any

other body corporate.

d) Proceedings on behalf of Westpac

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.

84WESTPAC GROUP 2020 ANNUAL REPORT

Directors’ report

5. Environmental disclosure
As part of our 2020 Sustainability Strategy, we have set targets for our environmental performance to

2020.

The Westpac Group’s environmental framework is made up of:

x

our Westpac Group Environment Policy;

x

our Sustainability Risk Management Framework;

x

our Climate Change Position Statement and 2023 Action Plan;

x

our Responsible Sourcing Code of Conduct; and

x

public reporting of our environmental performance.

We also participate in a number of voluntary initiatives including the Dow Jones Sustainability

Index, CDP (formerly known as the Climate Disclosure Project), the Equator Principles, the

Principles for Responsible Banking, the Principles for Responsible Investment, the United Nations

Global Compact, the RE100 and the Australian Government Climate Active Carbon Neutral

Standard.

The National Greenhouse and Energy Reporting Act 2007 (NGER) came into effect in September

2007. TheGroup reports on greenhouse gas emissions, energy consumption and production under

the NGER for the period 1 July through 30 June each year.

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 are not aware of the Group incurring any material liability (including for rectification costs)

under any environmental legislation.

Westpac has reported its performance against its 2020 Sustainability Strategy and provides an

update in the section titled ‘climate change’ in Section 1 of this Annual Report. This section also

includes disclosures aligned to the recommendations of the Task Force on climate-related Financial

Disclosures (TCFD) (see pages 30 to 47).

6. Human rights supply chain disclosure

Westpac’s overall approach to human rights is set out in our Human Rights Position Statement. Our

Responsible Sourcing Program, including the Responsible Sourcing Code of Conduct and risk

assessment methodology is 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 publishes an annual

statement for the year 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.

The Group is subject to the Commonwealth of Australia’s Modern Slavery Act 2018 (Cth), with the

first reporting year being 2020 and the first report being due six months from the end of 30

September 2020. Reporting under the Australia’s Modern Slavery Act 2018 (Cth) will satisfy our

requirements to report under the UK’s Modern Slavery Act 2015.

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 engagement

In line with Westpac policy, no cash donations were made to political parties during the financial year

ended 30 September 2020.

In Australia, political expenditure for the financial year ended 30 September 2020 was $141,495.

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 2020 was

NZD$9,175.

WESTPAC GROUP 2020 ANNUAL REPORT85

Directors’ report

86WESTPAC GROUP 2020 ANNUAL REPORT
Directors’ report

9. Directors’ meetings

Each Director attended the following meetings of the Board and Committees of the Board during the financial year ended 30 September 2020. This table shows membership of standing Committees of the

Board that operated during the year ended 30 September 2020. From time to time the Board may form other committees or request Directors to undertake specific extra duties.

Notes

Board

(Scheduled)

Board

(Un-

scheduled)

1

Audit

Committee

Risk

Committee

2

Legal,

Regulatory

&

Compliance

Committee

2

Nominations

&

Governance

Committee

3

Remuneration

Committee

Technology

Committee

Financial

Crime

Committee

4

Number of meetings

held during the year

DirectorABABABABABABABABAB

John McFarlane5441010n/an/a22n/an/a22n/an/an/an/an/an/a

Peter King6661212n/an/an/an/an/an/an/an/an/an/a33n/an/a

Nerida Caesar7772019n/an/a4433n/an/an/an/a4488

Alison Deans8772020n/an/a55n/an/a446644n/an/a

Craig Dunn9772019n/an/a55n/an/a4466n/an/an/an/a

Steven Harker10772020554433n/an/an/an/an/an/a88

Christopher Lynch111133n/an/an/an/an/an/an/an/an/an/an/an/an/an/a

Peter Marriott1277202055553344n/an/a44n/an/a

Peter Nash1377202055553333n/an/an/an/a88

Margaret Seale 14772020n/an/a4433n/an/a66n/an/a88

Former DirectorABABABABABABABABAB

Lindsay Maxsted 154411112233n/an/a22n/an/an/an/an/an/a

Brian Hartzer161188n/an/an/an/an/an/an/an/an/an/a11n/an/a

Ewen Crouch1722991111n/an/a1111n/an/an/an/a

Anita Fung18431110n/an/a32n/an/an/an/an/an/an/an/an/an/a

A – Meetings eligible to attend as a memberB – 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 2019.

1Out of cycle Board meetings typically called for a special purpose that do not form part of the Board’s forward agenda.

2Prior to 1 June 2020, the Board Risk Committee was known as the Board Risk & Compliance Committee. On 1 June 2020, the roles and responsibilities of the Board Risk & Compliance Committee were revised, and the

committee was renamed the Board Risk Committee. At the same time, the Board established the Board Legal, Regulatory and Compliance Committee, which is a sub-committee of the Board Risk Committee.

3On 1 July 2020, the roles and responsibilities of the Board Nominations Committee were revised, and the committee was renamed the Board Nominations & Governance Committee.

4The Board Financial Crime Committee was established on 27 November 2019 and was dissolved on 1 June 2020 with its responsibilities assumed by the Board Legal, Regulatory & Compliance Committee.

5John McFarlane was appointed as a Director and member of the Board Risk Committee on 17 February 2020. He was appointed as Board Chairman and Chairman of the Board Nominations & Governance Committee on 1

April 2020. He ceased as a member of the Board Risk Committee on 1 June 2020.

6Peter King was appointed as a Director and a member of the Board Technology Committee on 2 December 2019.

7Nerida Caesar was appointed a member of the Board Financial Crime Committee on 27 November 2019. Nerida was also appointed a member of the Board Legal, Regulatory & Compliance Committee on 1 June 2020 and

ceased as a member of both the Board Risk Committee and Board Financial Crime Committee on 1 June 2020. Member of the Board Technology Committee.

8Chairman of the Board Technology Committee. Member of the Board Nominations & Governance Committee, Board Remuneration Committee and the Board Risk Committee.

9Chairman of the Board Remuneration Committee. Member of the Board Risk Committee and the Board Nominations & Governance Committee.

10Steven Harker was appointed a member of the Board Financial Crime Committee on 27 November 2019. He was also appointed a member of the Board Legal, Regulatory & Compliance Committee and ceased

as a member of both the Board Risk Committee and Board Financial Crime Committee on 1 June 2020. Member of the Board Audit Committee.

11Christopher Lynch was appointed as a Director and member of the Board Risk Committee and Board Audit Committee on 1 September 2020.

12Peter Marriott ceased as Chairman of the Board Audit Committee on 12 December 2019. He was appointed as Chairman of the Board Risk Committee on 12 December 2019. He was also appointed a member of the Board Legal,

Regulatory & Compliance Committee on 1 June 2020. Member of Board Technology Committee and Board Nominations & Governance Committee.

13Peter Nash was appointed as Chairman of the Board Financial Crime Committee on 27 November 2019. Peter Nash was appointed as Chairman of the Board Audit Committee and a member of the Board Nominations &

Governance Committee on 12 December 2019. He was also appointed as Chairman of the Board Legal, Regulatory & Compliance Committee and ceased as Chairman of the Board Financial Crime Committee on 1 June 2020

when that Committee was dissolved.

14Margaret Seale was appointed a member of the Board Financial Crime Committee on 27 November 2019. She was also appointed a member of the Board Legal, Regulatory & Compliance Committee and ceased as a member of

both the Board Risk Committee and Board Financial Crime Committee on 1 June 2020. Member of the Remuneration Committee.

15Lindsay Maxsted retired from the Board and its Committees on 31 March 2020.

16Brian Hartzer retired from the Board and its Committees on 2 December 2019.

17Ewen Crouch retired from the Board and its Committees on 12 December 2019 at the completion of the 2019 Annual General Meeting.

18Anita Fung retired from the Board and its Committees on 31 March 2020.

WESTPAC GROUP 2020 ANNUAL REPORT87
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Dear shareholders,
On behalf of the Board, I am pleased to present Westpac’s 2020 Remuneration

Report.

Group performance and strategic priorities

2020 was a challenging year for Westpac, our shareholders, employees, customers and the

communities in which we operate.

In particular, the sharp contraction in economic activity, low interest rates and higher

impairment charges resulting from COVID-19 have impacted earnings. In addition, the

AUSTRAC matters and other remediation costs further impacted financial performance.

The Board acknowledges the impact on shareholders including the reduction in dividends.

We recognise that you felt deeply let down by the AUSTRAC matters. We have taken action

in response and we are committed to doing better.

While the impacts of COVID-19 continue, the measures we have put in place have allowed

us to help our customers and to keep credit flowing. Despite the ongoing uncertainty, our

balance sheet remains strong and we have maintained our capital position and liquidity ratios

above regulatory requirements.

Importantly, the Group’s purpose and strategy have been reset and clear priorities have been

established. Our transformation plans are underway with refreshed leadership, changes in

strategy and a detailed program to address the Group’s shortcomings in risk management.

Remuneration decisions will continue to play a key role in supporting the changes underway.

Remuneration consequences for the AUSTRAC matters

In June 2020, Westpac released the results of its investigation into the Anti-Money

Laundering and Counter-Terrorism Financing (AML/CTF) compliance issues that related to

the AUSTRAC Statement of Claim in November 2019. The consequences for the issues

included remuneration impacts and disciplinary actions.

While most remuneration consequences were applied after the review of management

accountability, there were also remuneration adjustments applied in 2019 prior to the receipt

of the AUSTRAC Statement of Claim based on the information known by the Board at the

time.

As communicated to shareholders last year, we implemented enhanced remuneration

adjustment guidelines as part of our response to the first strike. These guidelines were used

to support the Board’s decision making during the year.

In summary, remuneration consequences were applied to 38 individuals reflecting the level of

direct management responsibility or accountability and the level of culpability for the

compliance failures.

In addition, as the issues took place over many years, a number of relevant individuals had

since left Westpac’s employment. For most of these former employees, a remuneration

adjustment was not possible as they did not have unvested deferred variable reward on foot.

In aggregate, the amount of remuneration consequences applied was $20.1 million

1

. This

included cancelling 2020 short term variable reward (STVR) for the Group Executive team

and, in some instances,adjusting prior year awards that had yet to vest. Further detail is set

out in Section 3.1 of the Report.

88WESTPAC GROUP 2020 ANNUAL REPORT

Directors’ report

10.Remuneration Report

Letter from the Chairman of the Board Remuneration Committee

1.Includes the forfeiture of unvested STVR and LTVR for the former CEO as well as a range of downward remuneration adjustments, in part or in full, to current and former executives and employees. Equity-based awards were valued

using the five day volume weighted average price (VWAP) of a Westpac share up to and including the date of receipt of the AUSTRAC Statement of Claim on 20 November 2019 ($26.20) and applying a 50% discount for LTVR

subject to performance conditions. The cancellation of 2020 STVR for the CEO and Group Executives was valued at 50% of target opportunity as at 2 April 2020.

2020 remuneration outcomes
This year’s remuneration decisions, and the discretion applied by the Board, reflect

performance and risk outcomes along with the outcomes experienced by our stakeholders

and feedback from the second strike against the 2019 Remuneration Report.

In summary, key remuneration outcomes for 2020 include:

•Reductions in the value of 2020 Long Term Variable Reward (LTVR) opportunity for

the CEO and Group Executives reflecting the change in allocation methodology from a

fair value to a face value approach when determining the quantum of performance

share rights;

•The new CEO’s total target remuneration is 10.7% lower than that of his predecessor

whose total target remuneration was reduced by 23% in October 2019;

•The cancellation of 2020 STVR for the CEO and Group Executives to demonstrate

collective accountability for the financial crime outcomes in Westpac’s businesses that

led to the AUSTRAC proceedings;

•Additional remuneration consequences were applied to four Group Executives,

including current and former executives, for the AUSTRAC matters, in addition to a

range of other remuneration consequences for other current and former employees;

•The 2020 variable reward pool for the Group was reduced by $139 million year on

year, noting the 2019 pool was also significantly reduced;

•2020 STVR for General Managers was cancelled in light of performance and a

challenging environment created by COVID-19; and

•The 2017 LTVR lapsed in full for the fifth consecutive year.

Second strike

At the 2019 Annual General Meeting, 35.9% of shareholder votes were cast against the

2019 Remuneration Report resulting in a strike for a second year in a row.

The second strike was a disappointing outcome for the Board, particularly in light of the

changes made in response to the first strike against the 2018 Remuneration Report.

These included reducing total target remuneration by 23% for the former CEO and

12.5% for Group Executives for 2020 to reflect changes in the LTVR allocation

methodology, as well as applying downward remuneration adjustments in light of

material risk and compliance matters.

In addition, the CEO’s 2019 STVR outcome was zero as was the case for the former

Chief Executive, BT Financial Group and the former Chief Executive, Consumer. Non-

executive Director base fees for 2019 were also reduced by 20% as a one-off measure.

While most shareholders voted in favour of the report, feedback we received from

shareholders in relation to the 2019 Remuneration Report included:

•discontent with the AUSTRAC Statement of Claim;

•negative sentiment following the reduction in dividends in 2019 and overall poor

Group performance, including significant remediation provisions for 2019; and

•a lack of support for 2019 STVR outcomes.

In 2020, the Chairman and I continued our consultation with shareholders and shareholder

advisory groups to better understand shareholder views and to act on their feedback.

This feedback has informed the decisions we have made on remuneration outcomes

throughout the year.

Leadership renewal

The leadership of the Group has changed significantly since 2019.

Board changes

Lindsay Maxsted, Ewen Crouch, and Anita Fung retired as Directors during the year and

Alison Deans will retire following the 2020 Annual General Meeting.

Chris Lynch and Michael Hawker were appointed to the Board, in September and November

2020 respectively, and we expect to appoint two more Board Directors in the new year. All

four appointments will diversify and add to the Board’s skills.

The Board made changes to the structure of its Committees. This included

establishing a Board Financial Crime Committee to oversee the implementation

of Westpac’s enhanced financial crime program. The Board Legal, Regulatory &

Compliance Committee then replaced the Board Financial Crime Committee.

Executive changes

Following Brian Hartzer stepping down from the role of CEO, Peter King was appointed as

Acting CEO effective 2 December 2019. Peter King was later appointed as Managing

Director & CEO on a permanent basis on 2 April 2020.

There have also been changes to executive Key Management Personnel (KMP)

including:

•Permanent appointments: Guil Lima (Chief Executive, Business), Michael Rowland

(Chief Financial Officer), Les Vance (Group Executive, Financial Crime, Compliance &

Conduct) and Jason Yetton (Chief Executive, Specialist Businesses, Strategy &

Transformation);

•Acting appointments and other changes: Richard Burton (Acting Chief Executive,

Consumer); Gary Thursby (Acting Chief Financial Officer and later the Acting Chief

Information Officer); Alastair Welsh (Acting Group Executive, Enterprise Services); Curt

Zuber (Acting Chief Executive, Westpac Institutional Bank) and Rebecca Lim (Group

General Counsel & Enterprise Executive);

•Resignations: Craig Bright (Chief Information Officer) and David Lindberg (Chief

Executive, Consumer); and

•Retirement: Lyn Cobley (Chief Executive, Westpac Institutional Bank).

WESTPAC GROUP 2020 ANNUAL REPORT89

Directors’ report

A summary of remuneration decisions and outcomes for 2020 is set out following this
letter, along with a summary of executive appointment and exit arrangements.

In addition, we announced executive changes for 2021 including:

•Anthony Miller was appointed as Chief Executive, Westpac Institutional Bank and Curt

Zuber will retire;

•Chris de Bruin was appointed as Chief Executive, Consumer;

•Scott Collary was appointed as Chief Operating Officer and will bring together the Group

Operations and Group Technology divisions; and

•Gary Thursby will act as Chief Information Officer until Scott Collary commences.

Other changes for 2021

The Board reviewed the LTVR performance hurdle for 2021 and determined to reduce

the number of companies in the comparator group from 10 to 8 companies to provide

a more focused and equally weighted peer group.

In line with market practice, a percentile ranking vesting schedule will also replace the

composite index. Further detail is set out in Section 4.2 of the Report.

Review of the executive remuneration structure

The Group commenced a review of the executive remuneration structure and intends

to implement changes in 2022.

In addition to complying with APRA’s proposed Prudential Standard CPS 511

(Remuneration), the key objective supporting the review is to place greater emphasis on

rewarding long term, rather than short term, achievement. The need to focus on the longer

term outcomes was highlighted during the Royal Commission and aligns with feedback

from shareholders and regulators.

It is also important that the new structure assists in attracting and retaining executive

talent to deliver on Westpac’s strategy in an intensely competitive international market.

We look forward to engaging with shareholders in 2021 on the review.

On behalf of the Board, I invite you to read our Remuneration Report and welcome your

feedback. I hope you find the summaries on the following pages to be a useful reference

when reading the broader Report.

90WESTPAC GROUP 2020 ANNUAL REPORT

Directors’ report

In this Report

1. Key Management Personnel93

2. Summary of the 2020 executive remuneration framework94

3. 2020 remuneration outcomes and alignment to performance96

4. Further detail on the executive variable reward structure103

5. Remuneration governance106

6. Non-executive Director remuneration108

7. Statutory remuneration details110

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Summary of remuneration decisions and actions


As part of his permanent appointment, the CEO’s target remuneration package for 2020 included fixed remuneration of $2,400,000, target STVR of $2,400,000 (which may be

awarded at between 0% and 150% of target depending on performance) and LTVR of $3,200,000. This represents a 10.7% reduction relative to the former CEO, whose total

target remuneration was reduced by 23% in October 2019.

Chief


The CEO’s 2020 STVR outcome is zero.

Executive


The 2017 LTVR outcome is zero. The LTVR lapsed in full because the relative TSR and cash ROE performance hurdles were not achieved.

Officer


In 2020, the CEO received $2.12 million in fixed remuneration and $0.29 million in deferred STVR awarded in prior years that vested during the year, equalling $2.41 million in

total realised remuneration (i.e. take home pay). This outcome is 44% of the maximum remuneration he could have received for the year.

•No Group Executive will receive a STVR award for 2020, reflecting collective accountability for the financial crime outcomes in Westpac’s businesses that led to the AUSTRAC

proceedings. This applies to Group Executives who joined the Group during the year and Acting Group Executives.

•The Board’s assessment of accountability and responsibility for the allegations in the AUSTRAC Statement of Claim also resulted in two current Group Executives having their

2019 STVR outcome reduced. One former Group Executive had all of their STVR from 2019 and prior years reduced to zero, while another former Group Executive had all of

their unvested STVR and LTVR reduced to zero.

Group

Executives

•In addition, adjustments were made to a former Group Executive for other material risk and compliance matters via reductions to unvested LTVR from prior years.

•A total target remuneration increase of 19% was approved for Carolyn McCann in line with the increased scope and accountability associated with her expanded role, including

the Customer Outcomes and Risk Excellence program and remediation. Christine Parker’s pay mix was also changed to align to a control function pay mix.

•Temporary increases in total target remuneration were also approved for individuals in Acting Group Executive roles.

•2021 LTVR awards for the CEO and Group Executives will be granted at target levels in line with the relevant target remuneration mix.

Non-executive

•John McFarlane commenced as Chairman during the year and receives an annual fee of $890,000.

Directors•The Board approved the fee structure for the Board Financial Crime Committee which was later replaced by the Board Legal, Regulatory & Compliance

Committee. All other Board fees remain unchanged.

•The 2020 variable reward pool was reduced by $139 million from 2019 to align with performance and having regard to the challenging economic environment created by COVID-

19. The 2019 pool was also significantly reduced.

•The Board considered cancelling the variable reward pool altogether, however believed it was important to respond to key retention concerns and reward the outstanding

contribution of our most critical employees to support the delivery of our strategy.

All employees•2020 STVR for General Managers was cancelled in light of performance and the challenging environment created by COVID-19.

•In addition to the remuneration adjustments for Group Executives, downward remuneration adjustments were approved for a range of current and former employees in response

to the AUSTRAC matters, as well as other material risk and compliance matters impacting the Group, ranging from 10% to 100% of STVR.

•The Group managed 1,070 employee conduct matters in Australia in 2020, of which 108 employees exited the business and 427 employees were subject to formal disciplinary

outcomes.

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Summary of appointment and exit arrangements

The tables below summarise the appointment and exit arrangements for executives as approved by the Board during the year. Further details are provided in the Report.

New ExecutiveAppointment arrangements

Guil Lima•Total target remuneration of $4,392,500 comprised of 26.5% fixed remuneration, 26.5% STVR and 47% LTVR.

Chief Executive, Business•Pro rata 2020 LTVR grant.


Buy out award

1

comprising cash and equity components totalling $1,693,151.

•Relocation benefits.

Michael Rowland•Total target remuneration of $3,800,000 comprised of 32% fixed remuneration, 24% STVR and 44% LTVR.

Chief Financial Officer•Not eligible for 2020 STVR or 2020 LTVR.

•Relocation benefits.

Les Vance•Total target remuneration of $2,800,000 comprised of 32% fixed remuneration, 24% STVR and 44% LTVR.

Group Executive, Financial

Crime, Compliance &

Conduct

•Pro rata 2020 LTVR grant.

Jason Yetton

Chief Executive, Specialist

•Total target remuneration of $4,375,000 comprised of 26% fixed remuneration, 26% STVR and 48% LTVR.

Businesses, Strategy &

Transformation

•Pro rata 2020 LTVR grant.

Former Executive

Exit arrangements

2

Brian Hartzer

Former Managing

•Received contractual requirements after stepping down from the role of Managing Director & Chief Executive Officer.

Director & Chief•Unvested equity lapsed.

Executive Officer•Not eligible for 2020 STVR.

Craig Bright•Served a mutually agreed reduced notice period.

Former Chief Information •Unvested equity lapsed.

Officer•Not eligible for 2020 STVR.

Lyn Cobley •Received contractual requirements in line with retirement.

Former Chief Executive,•Unvested equity remains on foot.

Westpac Institutional Bank•2020 STVR cancelled.

David Lindberg •Served a mutually agreed reduced notice period.

Former Chief Executive, •Unvested equity lapsed.

Consumer•2020 STVR cancelled.

1. Provided in exceptional circumstances to compensate external hires for remuneration foregone from their previous employer on resignation to join Westpac. Awards reflect the vesting profile at the

previous employer and are subject to continued service and adjustment.

2. Refer to Section 5.4 for an overview of employment agreements including termination provisions.

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1.Key Management Personnel

The remuneration of KMP is disclosed in the Report. In 2020, KMP comprised the CEO, Group Executives and Non-executive Directors as set out in the table below. Disclosures related to

former KMP that ceased in 2019 are included in the 2019 Annual Report.

KMP is defined as those persons having authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly, including any director (whether

executive or otherwise) of that entity.

NamePositionTerm as KMP

Managing Director & Chief Executive Officer

Peter King

1

Managing Director & Chief Executive OfficerFull Year

Group Executives

Rebecca Lim

2

Group General Counsel & Enterprise ExecutiveCeased in KMP role on 18 May 2020

Guil LimaChief Executive, BusinessCommenced in KMP role on 2 December 2019

Carolyn McCann

3

Group Executive, Customer & Corporate RelationsFull Year

David McLeanChief Executive Officer, Westpac New ZealandFull Year

Christine ParkerGroup Executive, Human ResourcesFull Year

Michael RowlandChief Financial OfficerCommenced in KMP role on 1 September 2020

David StephenChief Risk OfficerFull Year

Gary Thursby

4

Acting Chief Information OfficerFull Year

Les VanceGroup Executive, Financial Crime, Compliance & ConductCommenced in KMP role on 15 June 2020

Jason Yetton

5

Chief Executive, Specialist Businesses, Strategy & TransformationCommenced in KMP role on 4 May 2020

Acting Group Executives

Richard BurtonActing Chief Executive, ConsumerCommenced in KMP role on 15 June 2020

Alastair Welsh

6

Acting Group Executive, Enterprise ServicesFull Year

Curt Zuber

7

Acting Chief Executive, Westpac Institutional BankCommenced in KMP role on 1 July 2020

Former CEO and Group Executives

Brian HartzerManaging Director & Chief Executive OfficerCeased in KMP role on 2 December 2019

Craig BrightChief Information OfficerCeased in KMP role on 25 September 2020

Lyn CobleyChief Executive, Westpac Institutional BankCeased in KMP role on 1 July 2020

David LindbergChief Executive, ConsumerCeased in KMP role on 15 June 2020

Current Non-executive Directors

John McFarlane

8

ChairmanCommenced in KMP role on 17 February 2020

Nerida CaesarDirectorFull Year

Alison Deans

9

DirectorFull Year

Craig DunnDirectorFull Year

Steven HarkerDirectorFull Year

Chris Lynch

10

DirectorCommenced in KMP role on 1 September 2020

Peter MarriottDirectorFull Year

Peter NashDirectorFull Year

Margaret SealeDirectorFull Year

Former Non-executive Directors

Lindsay MaxstedChairmanRetired on 31 March 2020

Ewen CrouchDirectorRetired on 12 December 2019 following the 2019 Annual General Meeting

Anita FungDirectorRetired on 31 March 2020

1.Peter King was the Chief Financial Officer until 2 December 2019 when he was appointed as the Managing Director & Acting Chief Executive Officer. Peter King was appointed as the Managing Director & Chief Executive

Officer on 2 April 2020.

2.Rebecca Lim was the Group Executive, Legal & Secretariat until 16 December 2019 when she was appointed Enterprise Legal Counsel focusing on AUSTRAC matters. Rebecca Lim resumed her Group General Counsel role

when she was appointed the Group General Counsel & Enterprise Executive on 18 May 2020.

3.Carolyn McCann’s role and accountability was expanded during the year. This included accountability for the Customer Outcomes and Risk Excellence program and remediation.

4.Gary Thursby was the Chief Operating Officer until 2 December 2019 when he was appointed as the Acting Chief Financial Officer. Gary Thursby was appointed as the Acting Chief Information Officer on 25 September 2020.

5.Jason Yetton commenced as a Group Executive on 4 May and was appointed the Chief Executive, Specialist Businesses on 18 May. Jason Yetton assumed additional responsibility from 1 September 2020 for strategy and

transformation across the Group.

6.Alastair Welsh was the Acting Chief Executive, Business until 2 December 2019 when he was appointed as the Acting Group Executive, Enterprise Services.

7.Curt Zuber will retire in 2021.

8.John McFarlane was appointed as a Non-executive Director on 17 February 2020 and was appointed as Chairman on 1 April 2020.

9.Alison Deans will retire from the Board following the 2020 Annual General Meeting.

10. Chris Lynch was appointed as a Non-executive Director on 1 September 2020.

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2.Summary of the 2020 executive remuneration framework

Our purpose and strategy are supported by our remuneration strategy, principles and frameworks.

Westpac’s purpose and strategy

Westpac’s purpose is to help Australians and New Zealanders succeed. Our strategy seeks to deliver on our purpose 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 sustainable returns for shareholders.

Remuneration strategy

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 risk management and governance principles.

Remuneration principles

The remuneration strategy is underpinned by the following principles:

•align remuneration with customer and shareholder interests;

•support an appropriate risk culture and employee conduct;

•differentiate pay for behaviour and performance in line with our vision and strategy;

•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.

Executive remuneration framework

Fixed remunerationSTVRLTVR

Purpose

Attract and retain high quality executives through market

competitive and fair remuneration.

Ensure a portion of remuneration is variable, at-risk and linked

to the delivery of agreed plan targets for financial and non-

financial measures that support Westpac’s strategic priorities.

The STVR outcome can range from 0% to 100% of target

depending on performance relative to targets agreed at the

beginning of the year, or exceed 100% (up to a maximum of

150% of target) when exceptional performance is achieved.

Align executive accountability and remuneration with the long-

term interests of shareholders by rewarding the delivery of

sustained Group performance over the long term.

Delivery

Comprises cash salary, salary sacrificed items and

superannuation contributions.

Awarded in cash (50%) and restricted shares

1

(50%) based on an

assessment of performance over the preceding year. Restricted

shares vest in equal portions after one and two years following grant

subject to continued service and adjustment.

Awarded in performance share rights which vest after four years

subject to the achievement of a relative Total Shareholder Return

(TSR) performance hurdle, continued service and adjustment.

Alignment to performance

Set with reference to market benchmarks in the financial

services industry in Australia and globally as well as the size,

responsibilities and complexity of the role, and the skills and

experience of the executive.

Individual performance impacts fixed remuneration adjustments.

Performance is assessed using a scorecard comprising:

•financial and non-financial measures linked to Westpac’s key

strategic priorities; and

•a modifier to support the adjustment of the outcome, upwards or

downwards (including to zero), for behaviour, risk and reputation

matters, people management matters, and any other matters as

determined by the Board.

Performance is assessed against relative TSR which is a

comparative measure of Westpac’s performance relative to

that of peers (measured over four years).

Alignment to shareholders

Minimum shareholding requirements equivalent to five times

annual fixed remuneration excluding superannuation for the CEO

and $1.2 million for Group Executives. These requirements must

be satisfied within five years of appointment as the CEO

or as a Group Executive.

Half of the STVR award is deferred into equity for a period of up to

two years to support alignment with shareholders over the medium

term.

The LTVR is delivered in equity and the relative TSR

performance hurdle is aligned to long-term shareholder returns

and value creation.

1.The Group Executive outside of Australia receives deferred STVR as unhurdled share rights.

WESTPAC GROUP 2020 ANNUAL REPORT95
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2.1.Risk

Westpac’s remuneration arrangements are designed and managed to support effective risk management, the generation of appropriate risk-based returns and the risk profile associated with our

businesses which incorporate products with varying complexity and maturity profiles.

•Remuneration outcomes: The performance of the Group and each division is reviewed and measured with reference to how risk is managed in line with Westpac’s Risk Appetite Statement

and the results influence remuneration outcomes. The key risks that are considered include capital, credit, market, equity, liquidity, insurance, risk culture, financial crime, reputation and

sustainability, conduct, operational and compliance risk. In addition, STVR outcomes are influenced by relevant risk-related matters through the Board’s application of the scorecard modifier,

which is informed by risk and compliance input independent of the business or functional area.

•Variable reward pool: The Board determines the size of the variable reward pool each year. This is based on the Group’s performance for the year and an assessment of how profit should

be shared between shareholders and employees while retaining sufficient capital for growth. The pool reflects financial performance. A broad range of financial and non-financial risk

measures and customer outcomes may also be taken into account when allocating the pool.

•Mandatory risk and compliance requirements: Individuals are only eligible to receive a fixed remuneration adjustment, STVR and LTVR where an individual has satisfied minimum

requirement gates which require that behaviours are in line with Westpac’s Values and Code of Conduct and that the individual has met the risk and compliance requirements for their role and

business.

•Remuneration adjustments for prior period matters: The Board may adjust all forms of unvested deferred variable reward downward, including to zero, for matters arising from a prior

period if circumstances or information come to light which mean that in the Board’s view all or part of the award was not appropriate. Having decided that a downward adjustment is

appropriate and determined the amount of any adjustment, typically the Board will first apply that adjustment against the STVR for the current performance period. In instances where an

adjustment to current year STVR is insufficient or unavailable, the Board may apply the adjustment to unvested deferred variable reward. Clawback provides an additional mechanism to

recover vested deferred variable reward in certain limited circumstances for awards made in respect of performance periods commencing on or after 1 October 2019. It is the Board’s current

intention that clawback will only be considered for relevant conduct that occurred on or after 1 October 2019.

2.2.

2020 target remuneration mix

1

1.Based on target STVR and LTVR (face value). Variation in the target remuneration mix by individual may apply.

2.Excludes Control Function Group Executives with a target remuneration mix comprised of 32% fixed remuneration, 24% STVR and 44% LTVR. This applies to the Group Executive, Customer & Corporate Relations, the Group

Executive, Financial Crime, Compliance & Conduct, the Chief Financial Officer, the Group Executive, Human Resources and the Chief Risk Officer.

2.3.Timeline of potential remuneration

96WESTPAC GROUP 2020 ANNUAL REPORT
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3.2020 remuneration outcomes and alignment to performance

3.1.Snapshot of 2020 remuneration outcomes

Remuneration consequences in response to information known by the Board, in relation to the AUSTRAC matters at the time, were disclosed in the 2019 Remuneration

Report. This included consequences for the self-reported breaches to AUSTRAC which contributed to the zero 2019 STVR outcome for the former CEO, the zero score for

non-financial risk in 2019 STVR scorecards for Group Executives, the downward adjustment to a portion of deferred STVR awarded in a prior year for a former Group

Executive and the 20% one off fee cut for Non-executive Directors in 2019.

Following the receipt of further information contained in the AUSTRAC Statement of Claim in November 2019 (and release of the 2019 Remuneration Report), the Board

determined to withhold 2019 STVR for Group Executives (and relevant General Managers and other employees), in part or in full, while a review of management

accountability associated with the allegations was completed.

Remuneration

While the AUSTRAC matters did not arise from any intentional wrong-doing or misconduct, compliance failures did occur and it was appropriate that consequences be

applied under the Westpac Consequence Management Framework. This included further remuneration impacts and disciplinary actions.

consequences

for the

AUSTRAC

matters

Remuneration consequences were applied in line with Westpac’s Remuneration Adjustment Guidelines. The guidelines are designed to support consistency and fairness in

determining remuneration adjustments based on an assessment of the severity of the matter(s) as well as the level of individual accountability or responsibility. Adjustments

are then applied to individual’s at-risk remuneration based on a pre-determined order of awards to ensure consistency and the ability to make further adjustments in the future

where required.

In summary, remuneration consequences were applied to 38 current and former employees via reductions, either in part or in full, to:

•2019 STVR;

•unvested equity awards granted in prior years; and

•if neither of the above were available for adjustment then adjustments were made to 2020 STVR.

In total, remuneration consequences amounted to $20.1 million¹. This included consequences applied to prior year awards, including withheld 2019 STVR, of approximately

$13.2 million and consequences applied to 2020 STVR awards of approximately $6.9 million. Remuneration consequences for some former employees were not possible

given there was no deferred variable remuneration available to adjust.

2020

The CEO recommended to the Board that he and the Group Executives receive no STVR for 2020 as a consequence for the AUSTRAC matters as outlined above. The CEO

and Board felt it was fundamental that collective accountability for the financial crime outcomes in Westpac’s businesses which had led to the action being taken by

AUSTRAC be recognised.

STVRThe Board fully supported the CEO’s recommendation and determined that 2020 STVR be cancelled for the CEO and Group Executives. In addition, 2020 STVR for General

Managers was cancelled in light of performance and the challenging environment created by COVID-19.

There is a zero vesting outcome under Westpac’s LTVR plan for the CEO and Group Executives in 2020. The performance hurdles, comprising relative TSR and cash ROE

2

,

were not achieved and the 2017 LTVR award lapsed in full.

The table below shows the vesting outcome for the 2017 LTVR award to the CEO and Group Executives that reached the end of its performance period in 2020.

2017

Performance range

LTVR

Performance

hurdle

Performance

start dateTest dateThresholdMaximumOutcome% Vested% Lapsed

TSR

(50% of award)

1 October 2016

1 October

2020

Equal to

composite TSR

index

Exceeds

composite TSR

index by 21.55

(i.e. 5% CAGR

3

)

Westpac:

(27.35%)

Index:

(9.04%)

0% 100%

ROE

(50% of award)

1 October 2016

1 October

2020

4

13.50% 14.50% 12.47% 0% 100%

1.Includes the forfeiture of unvested STVR and LTVR for the former CEO as well as a range of downward remuneration adjustments, in part or in full, to current and former executives and employees. Equity-based awards were valued

using the five day VWAP of a Westpac share up to and including the date of receipt of the AUSTRAC Statement of Claim on 20 November 2019 ($26.20) and applying a 50% discount for LTVR subject to performance conditions. The

cancellation of 2020 STVR for the CEO and Group Executives was valued at 50% of target opportunity as at 2 April 2020.

2.Cash ROE is return on equity on a cash earnings basis. Cash earnings is not prepared in accordance with accounting standards and has not been subject to audit. Refer to Note 2 to the Financial Statements for a description of cash

earnings.

3.Compound annual growth rate.

4.The cash ROE hurdled performance share rights reached the end of their performance period on 30 September 2019 and were subject to an additional one year holding lock through to 30 September 2020.

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3.2. Group performance

The table below summarises the key performance indicators for the Group and variable reward outcomes over the last five years.

Years ended 30 September

20202019201820172016

CEO STVR award (% of maximum)0%0%52%74%65%

Average Group Executive STVR (% of maximum)0%37%58%73%63%

LTVR award (% vested)0%0%0%0%0%

Cash earnings

1

($m)2,6086,8498,0658,0627,822

Statutory earnings ($m)2,2906,7848,0957,9907,445

Economic profit/(loss)

2

($m)(3,579)1,6193,4443,7743,774

Cash ROE

2

3.83%10.75%13.00%13.77%13.99%

TSR - three years(35.43%)15.33%8.27%11.79%15.24%

TSR - five years(27.87%)14.58%25.67%81.32%100.72%

Dividends per Westpac share (cents)31174188188188

Cash earnings per Westpac share

1

$0.73$1.98$2.36$2.40$2.35

Share price - high$29.81$30.05$33.68$35.39$33.74

Share price - low$13.47$23.30$27.24$28.92$27.57

Share price - close$16.84$29.64$27.93$31.92$29.51

Cash earnings and CEO STVR award (2016 to 2020)

Return on equity and LTVR vesting (2016 to 2020)

Total shareholder return (from 1 October 2015 to 30 September 2020)

1.Cash earnings is not prepared in accordance with AAS and has not been subject to audit. Refer to Note 2 to the Financial Statements for a description of cash earnings.

2.Economic profit and cash ROE is derived from cash earnings.

98WESTPAC GROUP 2020 ANNUAL REPORT
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3.3.Total realised remuneration – Chief Executive Officer and Group Executives (unaudited)

The charts below summarise the actual remuneration paid and the equity vested

1

to the CEO and Group Executives relative to the maximum remuneration that could have been received in 2020.

This includes:

•fixed remuneration, including cash salary and superannuation contributions and excluding contractual provisions on termination, paid during the year;

•cash STVR awarded in respect of the year;

•other cash payments made during the year;

•deferred STVR awarded in prior years that vested during the year; and

•LTVR awarded in prior years that vested during the year.

The charts also reference the maximum value of total remuneration foregone in 2020, including cash STVR not awarded in respect of the year (based on the maximum STVR opportunity

being 150% of target) and deferred STVR and LTVR awarded in prior years that was forfeited, adjusted or lapsed during the year. For former executives, this also includes unvested equity on

foot that was forfeited or lapsed on termination that was subject to vesting in future years.

The value of deferred STVR and LTVR is based on the number of restricted shares or share rights multiplied by the five day VWAP up to and including the date of vesting, forfeiture or lapse

(as relevant). The value of equity differs from the disclosure in Section 7. Buy out awards paid or vested during 2020 are set out in Section 3.4.

Total realised remuneration ($000)

Fixed remunerationCash STVROther cash payments

Vesting of prior year deferred STVR awards

Vesting of prior year LTVR awards

2020 maximum realisable remuneration

1.Equity that vested on 1 October 2020 is included in the 2020 figures. Equity that vested on 1 October 2019 is included in the 2019 figures.

2.The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

3.2019 cash STVR values have been adjusted to reflect consequences for the AUSTRAC matters. The values differ from Section 7 which are disclosed in line with accounting standards.

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4.2020 other cash payments include the cash portion of a project bonus approved by the Board on 5 March 2020 and paid to Gary Thursby following the successful divestment of part of the BT Financial Group and the

Wealth Reset. This relates to work mostly completed in 2019 in Gary Thursby’s previous role as Chief Operating Officer.

5.2020 fixed remuneration excludes contractual provisions on termination to 30 September 2020 paid after the executive ceased to be a KMP. This includes $2.223 million for Brian Hartzer, $280,500 for Lyn Cobley and

$290,000 for David Lindberg.

6.2020 maximum remuneration foregone includes unvested equity forfeited or lapsed on termination that was subject to vesting in future years.

7.2020 maximum remuneration foregone excludes adjustments to 2019 deferred STVR before it was granted as a result of the AUSTRAC matters. 2020 maximum remuneration foregone includes adjustments to unvested

STVR from prior years as a result of the AUSTRAC matters and unvested LTVR adjusted as a result of other material risk and compliance matters. The values differ from Section 7 which are disclosed in line with

accounting standards.

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3.4.Buy out awards paid or vested during 2020

Buy out awards are provided in exceptional circumstances to compensate external hires for remuneration foregone from their previous employer on resignation to join Westpac. These awards

reflect the vesting profile at the previous employer and are subject to continued service and adjustment.

In addition to the total remuneration realised in Section 3.3, the following buy out awards were paid or vested during the year:

•Craig Bright had 9,152, 13,090, 8,538 and 9,748 restricted shares granted under the Restricted Share Plan which vested in December 2019, February 2020, June 2020 and August 2020

respectively;

•David Stephen had 67,965 restricted shares granted under the Restricted Share Plan which vested in March 2020; and

•Guil Lima received a cash buy out award of $533,180.

3.5.2020 short term variable reward and Group scorecard

The Group’s priorities are set out in the Group scorecard, which forms part of the CEO’s scorecard and is cascaded to Group Executive scorecards in combination with other divisional or

functional measures.

In April 2020, the CEO recommended to the Board that he and the Group Executives receive no STVR for 2020 to demonstrate collective accountability for the financial crime outcomes in

Westpac’s businesses that led to the AUSTRAC proceedings. The Board supported the CEO’s recommendation and determined that 2020 STVR be cancelled for the CEO and Group

Executives. Subsequently, 2020 STVR was also cancelled for General Managers in light of performance and the challenging environment created by COVID-19.

Notwithstanding the zero outcomes for 2020 STVR, the Board completed an assessment of performance against the 2020 Group scorecard. The overall outcome was 35% of target.

Performance measures and targets in the Group scorecard were not adjusted to reflect the impacts of COVID-19. The Board’s preference is to make discretionary adjustments within each

focus area of the scorecard where the initial score is not considered to appropriately reflect performance. The discretion applied by the Board in determining these adjustments reflect

performance and risk outcomes for the year along with the outcomes experienced by our stakeholders. A summary of the Group scorecard performance assessment is provided below.

Since the appointment of the new CEO, the Group’s purpose has been reset and clear priorities have been established. Good progress has been made in relation to transformation plans with

refreshed leadership, changes in strategy and a detailed program to address the Group’s shortcomings in risk management.

Group scorecard - short term variable reward

■Target ■Maximum ▲Outcome

Group financial performance (40%)

Performance measurement is based on cash earnings growth, core earnings growth and cash ROE against plan.


Cash ROE was 3.83%, down from 10.75% in 2019 and lower than the 11.11% target.


Group Core Earnings growth was down 25% year on year and below the target of 12.6%. Group Cash Earnings growth was down 62% year on

year and below the target of 10.4%.

0% of target


Financial performance was impacted by significant increases in impairment charges, costs associated with the AUSTRAC matters, intangible write-

downs, lower economic activity and low interest rates.

Balance sheet risk management (10%)

Performance measurement is based on operating performance relative to the Risk Appetite Statement as measured by capital, funding and liquidity

management.


Our Common Equity Tier 1 (CET1) ratio was 11.13%, the Net Stable Funding Ratio was 122% and the Liquidity Coverage Ratio was 150%. These

outcomes were above target.

50% of target


While the CET1 result was above target, it was partly achieved through the raising of capital and reduction in dividends. Given the impact of these

decisions on shareholders, the CET1 result was assessed as nil.

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Risk management (20%)

Performance measurement is based on closing out the recommendations from the Culture, Governance and Accountability (CGA) review, completing

remediation programs, improving risk management capability and culture, and strengthening financial crime capability.

Progress was made on some key milestones to improve risk management:

35% of target


Implemented 37 of 45 recommendations from the CGA review;


Mobilised the Customer Outcomes and Risk Excellence program following the reassessment of the CGA review in light of the AUSTRAC Statement

of Claim;


Programs to improve the risk management of financial crime with early milestones delivered;


Improved tools and processes developed to support a stronger and more mature risk culture; and


Solid progress on remediation with substantial payments to customers, notwithstanding an increase in provisions.

The overall result was adjusted downwards as the management of non-financial risk was below expectations. The AUSTRAC matters resulted in the

cancellation of 2020 STVR for the CEO and Group Executives.

Customer franchise (10%)

Performance measurement is based on employee engagement, business simplification, net promoter score (NPS) and progress on addressing the root

causes of customer pain points.


Reduced products with a focus on simplification and automation.

60% of target


The Business division maintained the Number 1 ranking on NPS.


The Consumer division maintained its Number 3 ranking on NPS with improvements in mortgage processing required.


Reduced average time to close complaints with 56% solved on the same day. Reduced the number of long-dated complaints by 93%.


Significant support provided to customers impacted by bushfires, floods and COVID-19.


Employee engagement reached the target level which was considered a strong performance having regard to environmental factors.

Digital transformation (10%)

Performance measurement is based on the delivery of digital and data initiatives.


Delivered customer benefits and improved strategic capability, including the Customer Service Hub and the new mobile banking application.

70% of target


Improved system stability with major outages down more than 50% and a lift in network speed.


Rapid and effective response to COVID-19 including new working arrangements, and digitising processes (such as mortgage deferral requests).


Digitally active customers in the Consumer division up by 91,000 and 25% of all sales in the Business division are through digital channels.

Operating model (10%)

Performance measurement is based on the delivery of the new operating model, culture roadmap and digital partnership initiatives.


Refreshed the Executive Team structure, roles and accountabilities.

100% of

target


Commenced implementing a Lines of Business operating model.


Developed a Culture Roadmap and refreshed the Group’s Purpose, Values and Behaviours.


Commenced the pilot of a new culture survey tool (Organisational Health Index).


Digital and fintech investments delivered significant value.

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3.6.Variable reward awarded for 2020 (unaudited)

The table below shows the variable reward awarded to the CEO and Group Executives for 2020, including:

•STVR outcomes for 2020 (including the cash and deferred equity components); and


equity granted under the 2020 LTVR plan

1

.

2020 STVR for the CEO and Group Executives was cancelled to demonstrate collective accountability for the financial crime outcomes in Westpac’s businesses that led to the AUSTRAC

proceedings.

The final value of equity received will depend on the share price at the time of vesting and the number of restricted shares or share rights that vest subject to performance hurdles (where

applicable), continued service and remuneration adjustments. The value of equity differs from the disclosure in Section 7 which provides the annualised accounting value for unvested equity

awards prepared in accordance with accounting standards.

2020 LTVR

2020 STVR awardaward

TargetMaximumSTVR

STVRSTVRSTVRawardMaximum

Face value

1

opportunityopportunityaward (as %(as % ofSTVRSTVR

Name(pro rata)(pro rata)of target)maximum)outcomeforegone(pro rata)

Managing Director & Chief Executive Officer

Peter King2,081,3333,122,0000%0%03,122,0002,657,167

Group Executives

Rebecca Lim

2

Group General Counsel & Enterprise

Executive468,750703,1250%0%0703,1251,318,750

Guil Lima

2

Chief Executive, Business966,6671,450,0000%0%01,450,0001,727,083

Carolyn McCann

Group Executive, Customer & Corporate

Relations602,917904,3750%0%0904,3751,126,276

David McLean

Chief Executive Officer, Westpac New

Zealand1,025,7361,538,6040%0%01,538,6041,855,376

Christine Parker

Group Executive, Human Resources850,0001,275,0000%0%01,275,0001,562,000

Michael Rowland

2

Chief Financial Officer-- ---- -

David Stephen

Chief Risk Officer1,350,0002,025,0000%0%02,025,0002,559,375

Gary Thursby

3

Acting Chief Information Officer1,004,1671,506,2500%0%01,506,2501,809,896

Les Vance

2

Group Executive, Financial Crime, Compliance

& Conduct195,417293,1250%0%0293,126358,750

Jason Yetton

2

Chief Executive, Specialist Businesses,

Strategy & Transformation477,083715,6250%0%0715,625879,167

Acting Group Executives

Richard Burton

2

Acting Chief Executive, Consumer245,000367,5000%0%0367,50045,208

Alastair Welsh

Acting Group Executive, Enterprise Services833,3331,250,0000%0%01,250,000416,667

Curt Zuber

2

Acting Chief Executive, Westpac Institutional

Bank375,000562,5000%0%0562,500181,000

Former CEO and Group Executives

Brian Hartzer

2

Managing Director & Chief Executive Officer447,667671,500---671,500-

Craig Bright

2,4

Chief Information Officer561,000841,500---841,5002,214,000

Lyn Cobley

2

Chief Executive, Westpac Institutional Bank841,5001,262,2500%0%01,262,2502,029,500

David Lindberg

2,4

Chief Executive, Consumer821,6671,232,5000%0%01,232,5002,072,500

Average STVR award (%)0%0%

1.Calculated by multiplying the number of rights by the five day VWAP up to and including the grant date. The five day VWAP was $29.87 for awards made in December 2019 and $16.14 for awards made in July 2020. For Peter King,

this excludes the additional 2020 LTVR award of $200,000 following his appointment as CEO which is subject to shareholder approval at the 2020 Annual General Meeting.

2.The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

3.Excludes Gary Thursby’s project bonus of $240,000 (50% cash and 50% deferred equity) approved by the Board on 5 March 2020 relating to the successful divestment of part of the BT Financial Group and the Wealth Reset.

This work was mostly completed in 2019 in Gary Thursby’s previous role as Chief Operating Officer.

4.Excludes adjustments to unvested 2020 LTVR, and other equity based awards, that were forfeited or lapsed on termination.

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4.Further detail on the executive variable reward structure

This section provides further details of the 2020 STVR and LTVR plans.

4.1.Short term variable reward

The table below sets out the key design features of the 2020 STVR plan.

Short term variable reward plan

Plan structure50% of STVR is awarded in cash and 50% is deferred into equity in the form of restricted shares (or unhurdled share rights for the Group Executive based outside Australia).

One restricted share provides the holder with one ordinary share at no cost subject to trading restrictions until the time of vesting.

One unhurdled share right entitles the holder to one ordinary share at the time of vesting with no exercise cost.

Dividends are paid on restricted shares from the grant date.

Target and maximum opportunityThe target opportunity for the CEO and Group Executives is expressed as a percentage of fixed remuneration. The target opportunity is set by the Board following recommendation from

the Board Remuneration Committee which considers a range of factors including market competitiveness and the nature of the role.

Target STVR

(100% of fixed remuneration for the CEO and between

74% and 100% of fixed remuneration for Group Executives)

Maximum STVR

(150% of target STVR)

0%100%150%

Remuneration at-risk

Westpac’s STVR is designed to award the target opportunity on delivery of agreed plan targets for

financial and non-financial measures that support Westpac’s strategic priorities. It is possible for the

outcome to fall below the target amount depending on performance relative to targets agreed at the

beginning of the year. For 2020, STVR was cancelled for the CEO and Group Executives.

Reward for exceptional performance

There is the possibility to award up to a maximum of 150% of

the STVR target in circumstances where exceptional

outcomes are achieved that are also in line with the Group’s

risk appetite and where an individual has acted in a manner

that exemplifies the encouraged behaviours.

Performance measuresSTVR awards are determined based on performance against a scorecard which is designed to align with shareholder interests by setting stretching measures and seeks to ensure that

our customers’ and employees’ needs are met and appropriate risk settings are maintained.

The scorecard is split into two sections:

•Focus areas: Performance is assessed against a balance of financial and non-financial measures that are imperative to supporting the effective execution of Westpac’s

strategy; and

•Modifier: The Board and Board Remuneration Committee recognise that performance measures may not always appropriately reflect overall performance of the Group. The

modifier supports adjustment of the outcome, upwards or downwards (including to zero), for behaviour, risk and reputation matters, people management matters, and any other

matters that the Board feels are not fully reflected in the focus areas.

Further information on the 2020 Group scorecard is provided in Section 3.5.

Deferred STVR awards recognise past performance and are subject to continued service and adjustment.

Deferral period50% of STVR is deferred into equity for a period of up to two years, which aligns executive remuneration with shareholder interests and acts as a retention mechanism. The deferral

period also allows the Board to apply discretion to reduce deferred components where necessary.

Deferred STVR vests in equal portions one and two years after the grant date, subject to continued service and adjustment.

Delayed vestingThe Board has discretion (subject to law) to delay vesting of equity-based awards if the individual is under investigation for misconduct, the subject of, or implicated in legal or

regulatory proceedings, if the Board is considering an adjustment or if otherwise required by law.

Remuneration adjustments for prior period

matters

The Board has discretion to adjust current year STVR.

The Board may also adjust unvested deferred STVR downwards, including to zero, if circumstances or information come to light which mean that in the Board’s view all or part of the

award was not appropriate. The Board will typically apply the adjustment to unvested STVR where an adjustment to current year STVR is considered insufficient or unavailable.

Clawback applies, to the extent legally permissible and practicable, to deferred STVR awarded in respect of performance periods commencing on or after 1 October 2019 for up to

seven years from the date of grant. Clawback may occur in circumstances of serious or gross misconduct, fraud, bribery, severe reputational damage, and any other deliberate, reckless

or unlawful conduct that may have a serious adverse impact on Westpac, its customers or its people which has resulted in dismissal or the Board considers at its discretion would have

justified the dismissal of the relevant executive or where otherwise required by law. It is the Board’s current intention that clawback will only be considered for relevant conduct that

occurred on or after 1 October 2019.

Changes for 2021There are no changes to the 2021 STVR plan.

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4.2.Long term variable reward

The table below sets out the key design features of the 2020 LTVR Plan awarded in December 2019 and changes for the 2021 LTVR plan.

Long term variable reward plan

Plan structure

LTVR is awarded in performance share rights which vest after four years subject to the achievement of performance hurdles, continued service and adjustment.

One performance share right entitles the holder to one ordinary share at the time of vesting with no exercise cost. Dividends are not accumulated on performance share rights.

Award opportunityThe value of LTVR awarded to the CEO and Group Executives is expressed as a percentage of fixed remuneration. The value of LTVR is set by the Board following recommendation

from the Board Remuneration Committee which considers a range of factors including market competitiveness and the nature of the role.

The face value of the LTVR opportunity for the CEO for 2020 is 133% of fixed remuneration, and the face value of LTVR opportunities for the Group Executives (excluding Acting Group

Executives) range between 137% and 183% of fixed remuneration.

Allocation methodologyThe number of performance share rights each executive receives will be determined by dividing the dollar value of the LTVR award by the face value of performance share rights. The

face value is the five day VWAP up to the commencement of the performance period (which is 1 October 2020 for the 2020 LTVR grant).

Performance hurdlesLTVR is subject to a relative TSR performance hurdle that aims to achieve long-term growth in shareholders’ value and support alignment between executive reward and shareholder

interests.

Performance share rights only vest where Westpac’s TSR exceeds a composite index. Relative TSR is a measure of the total return delivered to shareholders over the performance

period assuming dividends are reinvested, relative to that of peers.

The performance hurdle measures Westpac’s TSR performance over a four year period against a composite index. The composite index is comprised of a group of 10 peers with more

weight placed on the three other major Australian banks.

At the end of the performance period, TSR performance of each index company is multiplied by its index weighting, and the total of the 10 scores determines the composite TSR index.

50% will vest if Westpac’s TSR performance equals the composite TSR index. For 100% to vest, Westpac’s TSR outcome must exceed the index by 21.55% (i.e. 5% compound annual

growth over the four year performance period) as outlined below. Vesting occurs on a straight line basis between 50% and 100%.

Westpac’s TSR performanceIndicative vesting percentage

Composite TSR index exceeded by 21.55 or more (i.e. 5% compound

annual growth in TSR over the four year period)

100%

Equal to composite TSR index50%

Below composite TSR index0%

The comparator group of companies in the 2020 composite TSR index and their relative weightings are: AMP (7.14%), ANZ Banking Group (16.67%), Bank of Queensland (7.14%),

Bendigo and Adelaide Bank (7.14%), Challenger (7.14%), Commonwealth Bank of Australia (16.67%), National Australia Bank (16.67%), Macquarie Group (7.14%), Perpetual (7.14%)

and Suncorp Group (7.14%).

Assessment of performance outcomesThe relative TSR result is calculated independently to ensure external objectivity before being provided to the Board to determine the vesting outcome.

The Board may exercise discretion in determining the final vesting outcome, for example where relative TSR performance hurdles have been met but the absolute TSR outcome is

negative.

Performance share rights subject to relative TSR performance will be tested against the performance hurdle on 30 September 2024.

No re-testingThere is no re-testing. Awards that have not vested after the measurement period lapse immediately.

Early vestingUnvested awards may vest before a test date if the executive is no longer employed by the Group due to death or disability (subject to law). In these cases, vesting is generally not

subject to the performance hurdles being met.

Delayed vestingThe Board has discretion (subject to law) to delay vesting of equity-based awards if the individual is under investigation for misconduct, or the subject of or implicated in legal or

regulatory proceedings, if the Board is considering an adjustment or if otherwise required by law.

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Long term variable reward plan

Treatment of awards on cessation of

employment

The Board has the discretion to determine the treatment of unvested performance share rights where the CEO or a Group Executive resigns, retires or otherwise leaves the Group

before vesting occurs.

The Board may choose to accelerate the vesting of performance share rights or leave the awards on foot for the remainder of the performance period.

In exercising its discretion, the Board will consider relevant circumstances including those relating to the departure.

The Board also has the ability to adjust the number of performance share rights downwards (including to zero) in the event of misconduct resulting in significant financial and/or

reputational impact to the Group and in other circumstances considered appropriate.

Where an executive 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 be forfeited unless the Board determines otherwise.

Remuneration adjustments for prior period

matters

The Board has discretion to adjust LTVR which is awarded on a prospective basis.

The Board may adjust unvested LTVR downwards, including to zero, if circumstances or information come to light which mean that in the Board’s view all or part of the award was not

appropriate. The Board will typically apply the adjustment to unvested LTVR where an adjustment to current and deferred STVR is considered insufficient or unavailable.

The Board may also determine to apply clawback to LTVR which has previously vested. Clawback applies, to the extent legally permissible and practicable, to deferred LTVR awarded

in respect of performance periods commencing on or after 1 October 2019 for up to seven years from the date of grant. Clawback may occur in circumstances of serious or gross

misconduct, fraud, bribery, severe reputational damage, and any other deliberate, reckless or unlawful conduct that may have a serious adverse impact on Westpac, its customers or its

people which has resulted in dismissal or the Board considers at its discretion would have justified the dismissal of the relevant executive or where otherwise required by law. It is the

Board’s current intention that clawback will only be considered for relevant conduct that occurred on or after 1 October 2019.

Changes for 2021In line with market practice, a percentile ranking vesting schedule will replace the composite index to assess relative TSR performance as follows:

Westpac’s TSR performanceIndicative vesting percentage

At the 75th percentile or higher100%

Between the median and the 75th percentilePro-rata vesting between 50% and 100%

At the median50%

Below the median0%

In addition, the number of companies in the comparator group will be reduced from 10 to 8 to provide a more focused and equally weighted comparator group including AMP, ANZ

Banking Group, Bank of Queensland, Bendigo and Adelaide Bank, Commonwealth Bank of Australia, National Australia Bank, Macquarie Group and Suncorp Group.

The table below details other LTVR awards currently on foot.

Vesting datePerformance hurdlesFurther detail

2018 LTVR award 30 September 2021• Relative TSR performance against a weighted composite index of comparator companies (50%)Refer to the 2018

Annual Report

• Average cash ROE performance (50%)

2019 LTVR award 30 September 2022• Relative TSR performance against a weighted composite index of comparator companies (50%)Refer to the 2019

Annual Report

• Average cash ROE performance (50%)

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5. Remuneration governance

5.1. Group Remuneration Policy and governance

The Group Remuneration Policy sets out the mandatory requirements to be reflected in the design and management of remuneration arrangements across Westpac.

The policy supports Westpac’s vision by requiring the design and management of remuneration to align with stakeholder interests, support long-term financial soundness and encourage prudent risk

management. The policy is supported by an established governance structure, plans and frameworks.

Board

The Board provides strategic guidance for the Group and has oversight of management’s implementation of Westpac’s strategic initiatives. The Board has accountability for reviewing and approving

remuneration for select groups of employees.

Without limiting its role, the Board approves (following recommendation from the Board Remuneration Committee where applicable) corporate goals and objectives relevant to the remuneration of the

CEO, the size of the variable reward pool, adjustments to variable reward (including forfeiture and clawback) in accordance with the Group Remuneration Policy, remuneration (including variable reward

targets and performance outcomes) for the CEO, Group Executives, other executives who report directly to the CEO, any other accountable persons under the Banking Executive Accountability Regime,

other persons whose activities in the Board’s opinion affect the financial soundness of the Group, any other person specified by APRA and any other person the Board determines.

The Board has the discretion to defer, adjust or withdraw aggregate and individual variable reward.

Further detail is contained in the Board and Committee Charters which are available on Westpac’s website.

Board Remuneration Committee

The Board Remuneration Committee assists the Board to discharge its responsibility by overseeing remuneration policies and practices of Westpac and its related bodies corporate in the context that

these policies and practices fairly and responsibly reward individuals having regard to performance, and reflect Westpac’s risk management framework, the law and the highest standard of governance.

The Board Remuneration Committee reviews and makes recommendations to the Board in relation to the Group Remuneration Policy, remuneration arrangements for the individuals and groups outlined

above, the remuneration structures for each category of persons covered by the Group Remuneration Policy, STVR and LTVR plans and outcomes and adjustments (including forfeiture and clawback) for

the Group Executives, any other accountable persons under the Banking Executive Accountability Regime and any other person the Board determines, as well as corporate goals and objectives relevant

to the remuneration of the CEO and approving any equity-based plans and overseeing general remuneration practices across Westpac.

In carrying out its duties, the Board Remuneration Committee accesses risk and financial control personnel and engages external advisers who are independent of management. Members of the Board

Remuneration Committee are independent Non-executive Directors.

Further detail is contained in the Board Remuneration Committee Charter which is available on Westpac’s website.

Interaction with other Board CommitteesManagement remuneration oversight committees

Members of the Board Remuneration Committee are members of either the Board Risk Committee

or the Board Legal, Regulatory & Compliance Committee. The cross membership of those

Committees supports alignment between risk and reward.

The Board Remuneration Committee seeks feedback from and considers matters raised by the

Board Risk Committee, the Board Legal, Regulatory & Compliance Committee and the Board

Audit Committee with respect to remuneration outcomes, adjustments to remuneration in light of

relevant matters and alignment of remuneration with the risk management framework.

Divisional and functional remuneration oversight committees consider areas of risk and consider

potential implications for remuneration. These committees report to the Group Remuneration

Oversight Committee which in turn considers consistency of remuneration across the Group and

provides information to the Board Remuneration Committee and Board for review and decision

making as appropriate.

During the financial year, remuneration governance arrangements were reviewed and minor

changes were made to enhance the Terms of Reference for the Group Remuneration Oversight

Committee.

Remuneration consultants 

In 2020, the Board retained an independent adviser to provide specialist information on executive remuneration and other remuneration matters. The services were provided directly to the Board

Remuneration Committee independent of management. The Chairman of the Board Remuneration Committee oversees the engagement and associated costs. Work undertaken by the independent

adviser included the provision of information relating to the benchmarking of Non-executive Director, CEO and Group Executive remuneration as well as modelling and analysis of alternative remuneration

structures for the CEO and Group Executives.

In 2020, no remuneration recommendations, as prescribed under the Corporations Act 2001 (Cth) (Corporations Act), were made by Board advisers.

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5.2. Executive minimum shareholding requirements and current compliance

The CEO and Group Executives are required to build and maintain a significant Westpac shareholding within five years of their appointment to strengthen alignment with shareholder interests.

At 30 September 2020, the CEO and Group Executives comply with the requirement. The table below sets out the minimum shareholding requirement for the CEO and Group Executives.

Minimum shareholding requirement

Chief Executive OfficerFive times annual fixed remuneration excluding superannuation, equivalent to $10.96 million

Group ExecutivesEquivalent to $1.2 million

The multiple for the CEO’s shareholding requirement is higher than that of his peers and reflects Westpac’s approach to calculating the minimum shareholding requirement. Since 2006, this has included:

x

shares held outright in the individual’s name either solely or jointly with another person;

x

shares held in an employee share plan (including deferred STVR); and

x

50% of any unvested performance share rights (including LTVR).

The assessment approach has included shares held in a family trust or a self-managed superannuation fund since 2012.

5.3. Hedging policy

Participants in Westpac’s equity plans are prohibited from entering, either directly or indirectly, into hedging arrangements for unvested awards in the STVR and LTVR plans. No financial products may

be used to mitigate the risk associated with these awards. Any attempt to hedge awards will result in forfeiture and the Board may consider other disciplinary action. These restrictions satisfy the

requirements of the Corporations Act which prohibits hedging of unvested awards.

5.4. Employment agreements

The remuneration and other terms of employment for the CEO and Group Executives are formalised in their employment agreements. Each agreement provides for the payment of fixed and variable

reward, employer superannuation contributions and other benefits such as death and disablement insurance cover.

The table below details the key terms including termination provisions of the employment agreements for the CEO and Group Executives.

Term

Who

Conditions

Duration of agreement

CEO and Group Executives


Ongoing until notice given by either party

Notice (by the executive or the Group) to terminate employment

CEO and Group Executives•

Twelve months

1

Termination payments on termination without cause

2

CEO and Group Executives

•Deferred STVR and LTVR awards vest according to the applicable equity plan

rules

Termination for causeCEO and Group Executives• Immediately for misconduct

•Three months’ notice for poor performance

Post-employment restraintsCEO and Group Executives•Twelve month non-solicitation restraint

1.Payment in lieu of notice may in certain circumstances be approved by the Board for some or all of the notice period.

2.The maximum liability for termination benefits for the CEO and Group Executives at 30 September 2020 was $14.9 million (2019: $16.0 million).

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6.

Non-executive Director remuneration

6.1. Structure and policy

Westpac’s Non-executive Director remuneration strategy is designed to attract and retain experienced, qualified Board members and provide appropriate remuneration for their time and

expertise.

Non-executive Director fees are not related to Westpac’s results. Fees are paid in cash and no discretionary payments are made for performance. Non-executive Directors are required to build

and maintain a minimum shareholding to align their interests with those of shareholders (refer to Section 6.4 for further details).

The table below sets out the components of Non-executive Director remuneration.

Non-executive Director remuneration

Base fees

Relate to service on the Westpac Banking Corporation Board. The base fee for the Chairman covers all responsibilities, including for Board Committees.

Committee fees

Additional fees are paid to Non-executive Directors (other than the Board Chairman) for chairing or participating in Board Committees other than the Board Nominations &

Governance Committee.

Employer superannuation contributionsReflects 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

Relates to service on Subsidiary Boards and Advisory Boards and are paid by the relevant subsidiary.

6.2.Non-executive Director remuneration in 2020

John McFarlane was appointed as a Non-executive Director on 17 February 2020 and Chairman on 1 April 2020. The Chairman base fee was increased to $890,000 from $810,000.

The Board established the Board Financial Crime Committee as a special purpose committee to oversee the implementation of Westpac’s enhanced financial crime program. The Chairman of the

Board Financial Crime Committee received a fee of $4,000 and each member received $2,000 on a per diem basis.

The Board Financial Crime Committee later became the Board Legal, Regulatory & Compliance Committee to enhance oversight of non-financial risk. The Chairman of the Board Legal,

Regulatory & Compliance Committee receives a fee of $67,500 and each member receives $30,000. The table below sets out the annual Board and standing Committee fees and the changes for

2020.

Non-executive Director base fees have not increased since 1 October 2014 and the Non-executive Director fee pool of $4.5 million per annum was approved by shareholders at the 2008 Annual

General Meeting. Non-executive Director base fees for 2019 were reduced by 20% as a one-off measure to recognise collective accountability for customer outcomes highlighted by the Royal

Commission, shareholder sentiment leading to the first strike against the 2018 Remuneration Report and significant non-financial risk matters. For 2020, $3.66 million (81%) of the fee pool was

used. The fee pool includes employer superannuation contributions.

Base and Committee feesAnnual fee $Changes for 2020

Chairman890,000Fee increase to $890,000 (from $810,000)

effective 1 April 2020

Other Non-executive Directors225,000No change

Committee Chairman fees

Board Audit Committee70,400No change

Board Risk Committee90,000No change

Board Remuneration Committee63,800No change

Board Technology Committee35,200No change

Board Legal, Regulatory & Compliance Committee67,500New Committee for 2020

Committee membership fees

Board Audit Committee32,000No change

Board Risk Committee32,000No change

Board Remuneration Committee29,000No change

Board Technology Committee20,000No change

Board Legal, Regulatory & Compliance Committee30,000New Committee for 2020

Subsidiary Board and Advisory Board fees

During the reporting period, additional fees of $42,610 were paid to Anita Fung (former Non-executive Director) as a member of the Westpac Asia Advisory Board.

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6.3.Changes to Board and Committee composition

On 27 November 2019, the Board Financial Crime Committee was established.

On 1 June 2020, the roles and responsibilities of the Board Risk & Compliance Committee were revised and the Committee was renamed the Board Risk Committee. At the same time, the Board

Legal, Regulatory & Compliance Committee was established as a sub-committee of the Board Risk Committee. The Board Financial Crime Committee was also dissolved, with its responsibilities

assumed by the Board Legal, Regulatory & Compliance Committee.

On 1 July 2020, the roles and responsibilities of the Board Nominations Committee were revised and the Committee was renamed the Board Nominations & Governance Committee.

The table below outlines the changes that were made to the Board and Committee composition during the year ended 30 September 2020

1

.

Name of Non-

executive Director

Change in positionEffective date

John McFarlane• Appointed Non-executive Director17 February 2020

• Appointed Member of the Board Risk & Compliance Committee17 February 2020

• Appointed Chairman1 April 2020

• Appointed Chairman of the Board Nominations Committee (now the Board Nominations & Governance Committee)

1 April 2020

• Ceased as Member of the Board Risk Committee (formerly the Board Risk & Compliance Committee)

1 June 2020

Lindsay Maxsted• Retired from the Board and its Committees31 March 2020

Nerida Caesar• Appointed Member of the Board Financial Crime Committee27 November 2019

• Ceased as Member of the Board Financial Crime Committee1 June 2020

• Ceased as Member of the Board Risk Committee (formerly the Board Risk & Compliance Committee)

1 June 2020

• Appointed Member of the Board Legal, Regulatory & Compliance Committee1 June 2020

Ewen Crouch• Retired from the Board and its Committees

12 December 2019

2

Anita Fung• Retired from the Board and its Committees31 March 2020

Steven Harker• Appointed Member of the Board Audit Committee1 October 2019

• Appointed Member of the Board Financial Crime Committee27 November 2019

• Ceased as Member of the Board Financial Crime Committee1 June 2020

• Ceased as Member of the Board Risk Committee (formerly the Board Risk & Compliance Committee)

1 June 2020

• Appointed Member of the Board Legal, Regulatory & Compliance Committee1 June 2020

Chris Lynch• Appointed Non-executive Director1 September 2020

• Appointed Member of the Board Audit Committee1 September 2020

• Appointed Member of the Board Risk Committee1 September 2020

Peter Marriott• Ceased as Chairman of the Board Audit Committee

12 December 2019

2

• Appointed Chairman of the Board Risk & Compliance Committee (now the Board Risk Committee)

12 December 2019

2

• Appointed Member of the Board Legal, Regulatory & Compliance Committee1 June 2020

Peter Nash• Appointed Chairman of the Board Financial Crime Committee27 November 2019

• Appointed Chairman of the Board Audit Committee

12 December 2019

2

• Appointed Member of the Board Nominations Committee (now the Board Nominations & Governance Committee)

12 December 2019

2

• Ceased as Chairman of the Board Financial Crime Committee1 June 2020

• Appointed Chairman of the Board Legal, Regulatory & Compliance Committee1 June 2020

Margaret Seale• Appointed Member of the Board Remuneration Committee1 October 2019

• Appointed Member of the Board Financial Crime Committee27 November 2019

• Ceased as Member of the Board Financial Crime Committee1 June 2020

• Ceased as Member of the Board Risk Committee (formerly the Board Risk & Compliance Committee)

1 June 2020

• Appointed Member of the Board Legal, Regulatory & Compliance Committee1 June 2020

6.4.Non-executive Director minimum shareholding requirement

Non-executive Directors are required to build and maintain a holding in Westpac ordinary shares to align their interests with those of shareholders. Each Non-executive Director is 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.

At 30 September 2020, all Non-executive Directors comply with the requirement.

1. In addition, Peter King was appointed to the Board Technology Committee on 2 December 2019.

2. Following the 2019 Annual General Meeting.

110WESTPAC GROUP 2020 ANNUAL REPORT
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7.Statutory remuneration details

7.1.Details of Non-executive Director remuneration

The table below details Non-executive Director remuneration.

Short-term benefits

Post-employment

benefits

Westpac BankingSubsidiary andNon-

Corporation BoardAdvisory Boardmonetary

fees

1

feesbenefits

3

SuperannuationTotal

Name$$$$$

Current Non-executive Directors

John McFarlane, Chairman

2

2020480,054-8,33514,698503,087

2019

-------------------------------------------------- Not a KMP in 2019-------------------------------------

Nerida Caesar

2020294,454--21,012315,466

2019232,000--20,658252,658

Alison Deans

2020323,671--10,578334,249

2019276,200--20,658296,858

Craig Dunn

2020323,268--21,079344,347

2019275,800--20,658296,458

Steven Harker

2020306,349--21,029327,378

2019123,667--11,972135,639

Chris Lynch

2

202024,454--2,32326,777

2019-------------------------------------------------- Not a KMP in 2019--------------------------------------------------

Peter Marriott

2020376,057--21,190397,247

2019302,400--20,658323,058

Peter Nash

2020377,085--21,187398,272

2019244,000--20,658264,658

Margaret Seale

2020303,523--21,025324,548

2019123,667--11,972135,639

Former Non-executive Directors

Lindsay Maxsted

2

2020408,115-7,46811,148426,731

2019648,000--20,658668,658

Ewen Crouch

2

202076,646--4,56481,210

2019323,000--20,658343,658

Anita Fung

2

2020129,48942,610-10,621182,720

2019212,00083,1466,30020,658322,104

Total fees

20203,423,16542,61015,803180,4543,662,032

20192,825,10990,3876,300193,4563,115,252

1. Includes fees paid to the Chairman and members of Board Committees, including the Board Financial Crime Committee which was a special purpose committee during 2020.

2. The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

3. Non-monetary benefits are determined on the basis of the cost to the Group including associated fringe benefits tax (FBT) where applicable and includes annual health checks.

WESTPAC GROUP 2020 ANNUAL REPORT111
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7.2.Remuneration details – Chief Executive Officer and Group Executives

The table below sets out details of remuneration for the CEO and Group Executives calculated in accordance with the AAS.

Short term benefits

Post-

employment

benefits

Other

long term

benefits

Share based payments

Fixed

remuneration

1

Cash

STVR

award

2

Non-

monetary

benefits

3

Other

short term

benefits

4

Superannuation

benefits

5

Long

service

leave

Restricted

shares

6

Share

rights

7,8

Total

9

$$$$$$$$$

Managing Director & Chief Executive Officer

Peter King, Managing Director & Chief Executive Officer

20202,286,027-20,822-41,310463,100427,604323,8883,562,751

20191,222,006326,5004,238-36,80319,492549,189483,6922,641,920

Group Executives

Rebecca Lim, Group General Counsel & Enterprise Executive

10,11

2020575,537(75,000)2,207-22,31413,628207,67264,807811,165

2019950,128262,5004,981-31,71814,390422,793260,1081,946,618

Guil Lima, Chief Executive, Business

2020990,070-384,076533,1803,74814,548575,58051,8842,553,086

2019-------------------------------------------------------------------------------------------------Not a KMP in 2019-------------------------------------------------------------------------------------------------

Carolyn McCann, Group Executive, Customer & Corporate Relations

2020884,663-3,497-23,42429,421369,668143,6451,454,318

2019731,367194,5004,828-21,57911,198445,723186,5631,595,758

David McLean, Chief Executive Officer, Westpac New Zealand

2020989,209-3,497-94,548--712,6831,799,937

2019861,551426,9751,194-87,710--907,5802,285,010

Christine Parker, Group Executive, Human Resources

2020950,258-3,497-28,18117,869394,231228,7661,622,802

2019875,430315,0003,123-27,420(33,023)456,373384,0052,028,328

Michael Rowland, Chief Financial Officer

10

202094,695-75,325-7,019122--177,161

2019-------------------------------------------------------------------------------------------------Not a KMP in 2019-------------------------------------------------------------------------------------------------

David Stephen, Chief Risk Officer

11

20201,828,781(135,000)125,922-38,99127,2731,461,973303,4593,651,399

20191,816,090466,000263,844-25,90027,2652,023,326732,6115,355,036

Gary Thursby, Acting Chief Information Officer

13

20201,206,783-3,497120,00029,39476,758460,647254,7212,151,800

2019881,655315,0003,123-29,60523,294423,765306,6721,983,114

Les Vance, Group Executive, Financial Crime, Compliance & Conduct

10

2020278,702-774-9,06238,817179,5515,075511,981

2019-------------------------------------------------------------------------------------------------Not a KMP in 2019-------------------------------------------------------------------------------------------------

Jason Yetton, Chief Executive, Specialist Businesses, Strategy & Transformation

10

2020505,257-717-12,44548-17,564536,031

2019-------------------------------------------------------------------------------------------------Not a KMP in 2019-------------------------------------------------------------------------------------------------

Acting Group Executives

Richard Burton, Acting Chief Executive, Consumer

10

2020255,558-1,661-9,16221,802141,680-429,863

2019-------------------------------------------------------------------------------------------------Not a KMP in 2019-------------------------------------------------------------------------------------------------

Alastair Welsh, Acting Group Executive, Enterprise Services

2020832,473-2,894-28,03620,756703,974731,588,206

2019369,151135,000438-11,8616,557207,06613,321743,394

Curt Zuber, Acting Chief Executive, Westpac Institutional Bank

10

2020299,950-440-68,87615,170231,520-615,956

2019-------------------------------------------------------------------------------------------------Not a KMP in 2019-------------------------------------------------------------------------------------------------

Former CEO and Group Executives

Brian Hartzer, Managing Director & Chief Executive Officer

10,14,16

20203,038,627-2,136-241,55827,443(261,657)(2,822,754)225,353

20192,608,424-21,966-44,32040,6601,169,5811,168,0405,052,991

Craig Bright, Chief Information Officer

10,16

20201,154,119-192,350116,63631,601(15,079)61,643(170,797)1,370,473

20191,022,829381,000309,4951,050,00023,81815,1372,075,911170,7975,048,987

Lyn Cobley, Chief Executive, Westpac Institutional Bank

10,11,12,14,15

20201,127,348(338,500)3,773824,43750,20617,005(117,041)985,6852,552,913

20191,108,830338,5004,948-30,61116,995516,242508,4372,524,563

David Lindberg, Chief Executive, Consumer

10,14,16

20201,024,228-23,769235,41447,569(111,306)(110,803)(1,076,835)32,036

20191,129,075125,0006,592-30,43423,822470,092475,3682,260,383

112WESTPAC GROUP 2020 ANNUAL REPORT
Directors’ report

1.Fixed remuneration is the total cost of salary, salary sacrificed benefits (including motor vehicles, parking and associated FBT) and an accrual for annual leave entitlements.

2.The cash STVR award is typically paid in December following the end of the financial year. Excludes interest payments made on the release of withheld 2019 STVR to Peter King ($627), David Stephen ($635), Rebecca Lim ($360)

and Gary Thursby ($605).

3.Non-monetary benefits are determined on the basis of the cost to the Group (including associated FBT, where applicable) and include annual health checks, provision of taxation advice, bank funded car parking, relocation costs,

living away from home expenses and allowances.

4.Includes payments on cessation of employment or other contracted amounts.

5.The CEO and Group Executives are provided with life insurance cover under the Westpac Group Plan at no cost. Superannuation benefits have been calculated consistent with AASB 119 Employee Benefits.

6.The value of restricted shares is amortised over the applicable vesting period and the amount shown is the amortisation relating to 2020 (and 2019 for comparison). The restricted shares held by Guil Lima and a portion of restricted

shares held by Craig Bright and David Stephen represent an allocation made to compensate them for remuneration foregone from their previous employer on resignation to join Westpac. The restricted shares replicate the vesting

periods of the equity foregone. Craig Bright received additional restricted shares for equity forgone with his previous employer in December 2019.

7.Equity-settled remuneration is based on the amortisation over the vesting period (normally one, two or four years) of the fair value at the grant date of hurdled and unhurdled share rights that were granted during the four years ended

30 September 2020. Details of prior year grants are disclosed in previous Annual Reports. The 2020 value for David McLean includes 63% attributed to deferred STVR awards.

8.The expensed value of the 2018 LTVR cash ROE hurdled performance share rights has been reduced to zero. The expensed value of the 2019 LTVR cash ROE hurdled performance share rights has been reduced by 50%. This

reflects the current assessment of the probability of vesting.

9.The percentage of total remuneration which is performance-related (i.e. cash STVR award plus share-based payments) was: Peter King 21%, Rebecca Lim 24%, Guil Lima 25%, Carolyn McCann 35%, David McLean 40%, Christine

Parker 38%, Michael Rowland n/a, David Stephen 45%, Gary Thursby 33%, Les Vance 36%, Jason Yetton 3%, Richard Burton 33%, Alastair Welsh 44%, Curt Zuber 38%, Brian Hartzer n/a, Craig Bright n/a, Lyn Cobley 25% and

David Lindberg n/a. The percentage of total remuneration delivered in the form of options (including share rights) was: Peter King 9%, Rebecca Lim 8%, Guil Lima 2%, Carolyn McCann 10%, David McLean 40%, Christine Parker

14%, Michael Rowland n/a, David Stephen 8%, Gary Thursby 12%, Les Vance 1%, Jason Yetton 3%, Richard Burton n/a, Alastair Welsh n/a, Curt Zuber n/a, Brian Hartzer n/a, Craig Bright n/a, Lyn Cobley 42% and David Lindberg

n/a.

10. The information relates to the period the individual was a KMP with the exception of footnote 14 below. Refer to Section 1 for further details.

11. Adjustments to 2019 cash STVR as a result of the AUSTRAC matters are shown as a reduction in remuneration in the current year.

12. The 2020 share based payment value for restricted shares excludes adjustments to 2019 deferred STVR before it was granted and includes adjustments to unvested STVR from prior years as a result of the AUSTRAC matters. The

2020 share based payment value for share rights includes adjustments to unvested LTVR as a result of other material risk and compliance matters.

13. On 5 March 2020, the Board approved a project bonus for Gary Thursby following the successful divestment of part of the BT Financial Group and the Wealth Reset. This related to work mostly completed in 2019 in his previous role

as Chief Operating Officer. The cash portion of the project bonus is included under other short term benefits.

14. Fixed remuneration for Brian Hartzer, Lyn Cobley and David Lindberg includes payments made or to be made during their notice period where, in line with contractual requirements, they continue to receive cash salary and

superannuation.

15. The share based payment values for Lyn Cobley reflect the accruals for unvested equity up to the end of each performance period. While the full value is being accrued for all unvested equity, the awards may or may not vest subject

to the relevant performance hurdles.

16. The share based payment values for Brian Hartzer, Craig Bright and David Lindberg include the reversal of the accrued expense of unvested equity that was forfeited on termination.

WESTPAC GROUP 2020 ANNUAL REPORT113
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7.3.Movement in equity-settled instruments during the year

The table shows the movements in the number and value of equity instruments for the CEO and Group Executives under the relevant plan during 2020.

NameType of equity-based instrument

Number

granted

1

Number

vested

2

Number

exercised

3

Value

granted

4

$

Value

exercised

5

$

Value

forfeited or

lapsed

5

$

Managing Director and Chief Executive Officer

Peter KingPerformance share rights88,957--392,300-2,346,573

Shares under Restricted Share Plan13,29920,172-238,164--

Group Executives

Rebecca Lim

6

Performance share rights44,149--194,697-481,201

Shares under Restricted Share Plan-13,725----

Guil LimaPerformance share rights57,819--254,982--

Shares under Restricted Share Plan46,085--1,155,010--

Carolyn McCannPerformance share rights39,815--169,965-458,308

Shares under Restricted Share Plan7,92211,972-141,871--

David McLeanPerformance share rights62,385--275,118-1,838,167

Unhurdled share rights18,83818,053-426,036--

Christine ParkerPerformance share rights52,293--230,612-1,718,655

Shares under Restricted Share Plan12,83016,822-229,765--

Michael Rowland

6

Performance share rights------

Shares under Restricted Share Plan------

David StephenPerformance share rights85,683--377,862--

Shares under Restricted Share Plan18,98167,965-339,920--

Gary ThursbyPerformance share rights60,592--267,211-687,462

Shares under Restricted Share Plan20,21915,663-350,594--

Les Vance

6

Performance share rights22,227--70,811--

Shares under Restricted Share Plan------

Jason Yetton

6

Performance share rights54,213--172,712--

Shares under Restricted Share Plan------

Acting Group Executives

Richard Burton

6

Performance share rights------

Shares under Restricted Share Plan1,841--32,969--

Alastair WelshPerformance share rights-----423,926

Shares under Restricted Share Plan35,9448,543-847,130--

Curt Zuber

6

Performance share rights------

Shares under Restricted Share Plan7,372--128,092--

Former CEO and Group Executives

Brian Hartzer

6

CEO Performance share rights-----21,518,209

Shares under the CEO Restricted Share Plan - 44,626 - - - 517,201

Craig Bright

6

Performance share rights74,121--326,874-2,531,169

Shares under Restricted Share Plan20,24440,528-394,109-1,201,087

Lyn Cobley

6

Performance share rights67,944--299,633-2,859,503

Shares under Restricted Share Plan-19,533---174,043

David Lindberg

6

Performance share rights69,383--305,979-1,943,241

Shares under Restricted Share Plan-17,323----

1.No performance options were granted in 2020. Any deferred STVR awards in the form of restricted shares (or unhurdled share rights for David McLean based in New Zealand) are awarded in December each year. David McLean’s

unhurdled share rights were granted on 27 July 2020 at a fair value of $23.35 (unhurdled share rights which vested on 1 October 2020) and $21.92 (unhurdled share rights vesting on 1 October 2021).

2.No hurdled share rights granted in 2015 vested in October 2019 when assessed against the relative TSR and cash EPS performance hurdles.

3.Vested share rights granted after July 2015 may be exercised up to a maximum of 15 years from their commencement date. For each vested share right exercised during the year, the relevant executive received one fully paid

Westpac ordinary share. The exercise price for share rights is zero.

4.The impact of the cancellation of 2020 STVR for the CEO and Group Executives is not reflected as any awards would have been granted in December 2020. For performance share rights, the value granted represents the number of

securities granted multiplied by the fair value per instrument as set out in the table in the sub-section titled ‘Fair value of LTVR awards 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 the CEO and Group

Executives in 2020, do not reconcile with the amount shown in the table in Section 7.2 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 zero and an estimate of the maximum possible total value in future financial years is the fair value, as shown above.

5.The value of each share right exercised, forfeited or lapsed is calculated based on the five day VWAP of a Westpac ordinary share on the date of exercise (or forfeiture or lapse), less the relevant exercise price (if any). Where the

exercise price is greater than the five day VWAP of a Westpac ordinary share, the value has been calculated as zero. The overall values reflect forfeitures or lapses as a result of a failure to meet performance conditions, resignation

or adjustments for material risk and compliance matters (such as AUSTRAC).

6.The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

114WESTPAC GROUP 2020 ANNUAL REPORT
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Fair value of LTVR awards made during the year

In accordance with AASB 2 Share-based Payment, the table below provides a summary of the fair value of LTVR awards granted to the CEO and Group Executives in December 20191. LTVR

awards will only vest if performance hurdles are achieved and service conditions are met in future years.

Plan nameGranted to

Performance

hurdleGrant date

Commencement

date

Test dateExpiry

Fair value

per instrument

2

Westpac LTVR Plan CEO and Group

Executives

Relative TSR19 December 20191 October 20191 October 20231 October 2034$4.41

7.4.Details of Westpac equity holdings of Non-executive Directors

The table below 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 2020

3

.

Number held at

start of the year

Changes

during the year

Number held at

end of the year

Current Non-executive Directors

John McFarlane

4

n/a10,00010,000

Nerida Caesar13,583-13,583

Alison Deans14,3921,24015,632

Craig Dunn8,8696,14015,009

Steven Harker11,9301,24013,170

Chris Lynch

4,5

n/a-13,090

Peter Marriott

6

39,0711,24040,311

Peter Nash8,0207,24015,260

Margaret Seale

7

37,4391,24138,680

Former Non-executive Directors

Lindsay Maxsted

4

23,6801,990n/a

Ewen Crouch

4,8

82,2641,447n/a

Anita Fung

4

--n/a

1.In addition, LTVR awards were also granted to Carolyn McCann, Jason Yetton and Les Vance on 27 July 2020 with a fair value per instrument of $3.19. For these awards, the commencement date is 2 April 2020, the test date is 1

April 2024 and the expiry date is 2 April 2035.

2.The fair values of performance share rights granted during the year have been independently calculated at their respective grant dates based on the requirements of AASB 2 Share-based Payment. The fair value of performance

share rights with hurdles based on TSR performance relative to a group of comparator companies takes into account the average TSR outcome determined using a Monte Carlo simulation pricing model.

3.Other than as disclosed below, no share interests include non-beneficially held shares.

4.The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

5.In addition to holding ordinary shares, Chris Lynch and his related parties held interests in 1,137 Westpac Capital Notes 5 at year end.

6.In addition to holding ordinary shares, Peter Marriott and his related parties held interests in 563 Westpac Capital Notes 2 at year end.

7.In addition to holding ordinary shares, Margaret Seale and her related parties held interests in 3,220 Westpac Capital Notes 2 at year end.

8.Ewen Crouch held 42,000 ordinary shares following the grant of probate in a deceased estate for which he is one of the executors. In addition, Ewen Crouch and his related parties held interests in 250 Westpac Capital Notes 2.

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7.5.Details of Westpac equity holdings of Executive Key Management Personnel

The table below details Westpac equity held (and movement in that equity) by the CEO and Group Executives (including their related parties) for the year ended 30 September 2020

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

forfeited

or lapsed

during the

year

2

Other

changes

during the

year

Number held

at end of the

year

Number

vested and

exercisable

at end of the

year

Managing Director and Chief Executive Officer

Peter KingOrdinary shares118,58713,299---131,886-

Performance share rights340,55888,957-(82,720)-346,795-

Group Executives

Rebecca Lim

3

Ordinary shares45,216----n/an/a

Performance share rights193,21744,149-(16,963)-n/an/a

Guil Lima

3

Ordinary sharesn/a46,085---46,085-

Performance share rightsn/a57,819---57,819-

Carolyn McCannOrdinary shares59,2537,922---67,175-

Performance share rights78,54839,815-(16,156)-102,207-

David McLeanOrdinary shares9,613----9,613-

Performance share rights286,88662,385-(64,798)-284,4732,148

Unhurdled share rights79,27718,838---98,11567,884

Christine ParkerOrdinary shares29,62712,830--(10,000)32,457-

Performance share rights260,52352,293-(60,585)-252,231-

Michael Rowland

3,4

Ordinary sharesn/a------

Performance share rightsn/a------

David StephenOrdinary shares135,92918,981---154,910-

Performance share rights278,69885,683---364,381-

Gary ThursbyOrdinary shares108,35420,219---128,573-

Performance share rights213,97860,592-(24,234)-250,336-

Les Vance

3

Ordinary sharesn/a----78,767-

Performance share rightsn/a22,227---22,227-

Jason Yetton

3

Ordinary sharesn/a------

Performance share rightsn/a54,213---54,213-

Acting Group Executives

Richard Burton

3

Ordinary sharesn/a1,841---71,749-

Performance share rightsn/a------

Alastair WelshOrdinary shares37,25635,944---73,200-

Performance share rights14,944--(14,944)---

Curt Zuber

3

Ordinary sharesn/a7,372---202,934-

Performance share rightsn/a------

Former CEO and Group Executives

Brian Hartzer

3

Ordinary shares151,478--(20,933)-n/an/a

CEO Performance share rights

840,679--(840,679)-n/an/a

Craig Bright

3

Ordinary shares132,15120,244-(72,040)(80,355)n/an/a

Performance share rights77,69674,121-(151,817)-n/an/a

Lyn Cobley

3,5

Ordinary shares110,717--(9,362)-n/an/a

Performance share rights356,81067,944-(105,123)-n/an/a

David Lindberg

3

Ordinary shares82,671----n/an/a

Performance share rights319,48269,383-(68,502)-n/an/a

1.The highest number of shares held by an individual in the table is 0.0056% of total Westpac ordinary shares outstanding as at 30 September 2020.

2.Forfeitures or lapses during the year are as a result of a failure to meet performance conditions and resignation, with the exception of a former Group Executive who also has adjustments for material risk and compliance matters

(such as AUSTRAC).

3.The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

4.Michael Rowland held interests in 500 Westpac Capital Notes 3 and 500 Westpac Capital Notes 5.

5.In addition to holding ordinary shares, Lyn Cobley and her related parties held interests in 4,000 Westpac Capital Notes 5 and 3,500 Westpac Capital Notes 6.

116WESTPAC GROUP 2020 ANNUAL REPORT
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7.6.Loans to Non-executive Directors and Executive Key Management Personnel disclosures

Financial instrument transactions that occurred during the financial year between Non-executive Directors, the CEO or Group Executives and the Group are in the ordinary course of business on

terms and conditions (including interest and collateral) as they apply to other employees and certain customers. These transactions are provided at arms-length and at normal commercial rates

and consist principally of normal personal banking and financial investment services.

The table below details loans to Non-executive Directors, the CEO and Group Executives (including their related parties) of the Group.

Balance at start of

the year

$

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 Directors19,785,162165,382-1,171,9211

CEO and Group Executives11,919,499383,875-14,607,2367

Total31,704,661549,257-15,779,1578

The table below details KMP (including their related parties) with loans above $100,000 during 2020.

Balance at start of

the year

$

Interest paid and

payable for the year

$

Interest not charged

during the year

$

Balance at end of

the year

$

Highest indebtedness

during the year

$

Non-executive Directors

Steven Harker

1

15,000,00067,053--15,000,000

Peter Nash1,189,40237,596-1,171,9211,291,099

Former Non-executive Directors

Lindsay Maxsted

2

2,666,97957,313-n/a3,103,318

Ewen Crouch

2

928,7813,420-n/a928,781

CEO and Group Executives

Rebecca Lim

2

600,0005,495-600,000600,000

Carolyn McCann307,6979,030-261,373347,697

David McLean625,81625,634-681,206690,169

Christine Parker4,988,520145,275-4,981,4355,026,841

Gary Thursby1,864,79169,695--1,947,763

Les Vance

2

n/a21,415-2,531,8852,653,970

Alastair Welsh726,20524,104-651,3371,520,788

Curt Zuber

2

n/a13,192-4,900,0004,900,000

Former CEO and Group Executives

Brian Hartzer

2

806,4705,626-n/a819,538

Lyn Cobley

2

2,000,00064,409-n/a2,007,287

1Steven Harker’s loan was in place prior to his commencement as a Non-executive Director at Westpac. Steven disclosed the loan as part of the onboarding process. The loan was provided at arms-length in the

ordinary course of business and at normal commercial rates.

2.The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

WESTPAC GROUP 2020 ANNUAL REPORT117
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11. Auditor

a) Non-audit services

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 2019 and 2020 financial years are set out in Note 35 to the respective 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 $6.1 million in total (2019: $7.5 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 2020 by PwC is

compatible with the general standard of independence for auditors imposed by the Corporations Act. The Directors are satisfied, in accordance with advice received from the Board Audit

Committee, 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 provided by PwC for the year have been reviewed by the Board Audit Committee, which is of the view that they do not impact the impartiality and

objectivity of PwC; and

•based on Board quarterly independence declarations made by PwC to the Board Audit Committee during the year, 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.

Signed in accordance with a resolution of the Board.

John McFarlanePeter King

ChairmanManaging Director & Chief Executive Officer

1 November 20201 November 2020

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.

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).

Organisational structure

Our business is focused in Australia and New Zealand, operating under multiple brands. The

Group operates through an extensive branch and ATM network, significant online capability,

and call centres supported by specialist relationship and product managers. Our operations

comprise the following key divisions:

Consumer is responsible for sales and service of banking products, including mortgages,

credit cards, personal loans, and savings and deposit products to consumer customers in

Australia. Banking products are provided under the Westpac, St.George, BankSA, Bank of

Melbourne, and RAMS brands. Consumer works with Business, WIB, and Specialist

Businesses in the sales, service, and referral of certain financial services and products

including general and life insurance, superannuation, platforms, auto lending and foreign

exchange.

Business provides business banking products and services for Australian SME and

Commercial customers (including Agribusiness) generally up to $200 million in exposure. The

division also serves Private Wealth. SME includes relationship managed and non-relationship

managed SME customers. The division offers a wide range of banking products and services

to support their borrowing, payments and transaction needs. In addition, specialist services are

provided for cash flow finance, trade finance, equipment finance and property finance.

Business operates under the Westpac, St.George, BankSA, and Bank of Melbourne brands.

Business works with Consumer, WIB, and Specialist Businesses in the sale, referral and

service of select financial services and risk management products (including corporate

superannuation, foreign exchange and interest rate hedging).

Westpac Institutional Bank (WIB) delivers a broad range of financial products and services to

corporate, institutional and government customers operating in, or with connections to,

Australia and New Zealand. WIB operates through dedicated industry relationship and

specialist product teams, with expert knowledge in financing, transactional banking, and

financial and debt capital markets. Customers are supported throughout Australia and via

branches and subsidiaries located in New Zealand, the US, UK and Asia. WIB works with all

the Group’s divisions in the provision of markets’ related financial needs including foreign

exchange and fixed interest solutions.

Westpac New Zealand provides banking, wealth and insurance products and services for

consumer, business and institutional customers in New Zealand. Westpac conducts its New

Zealand banking business through two banks: 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 through a network of branches

and ATMs in both the North and South Islands. Business and institutional customers are also

served through relationship and specialist product teams. Banking products and services are

provided under the Westpac brand while insurance and wealth products are provided under

Westpac Life and BT brands, respectively. New Zealand maintains its own infrastructure,

including technology, operations and treasury in accordance with regulatory requirements.

Specialist Businesses provides automobile finance, Australian life, general and lenders

mortgage insurance, investment product and services (including margin lending and equities

broking), superannuation and retirement products as well as wealth administration platforms. It

also manages Westpac Pacific which provides a full range of banking services in Fiji and

Papua New Guinea. The division operates under the Westpac, St.George, BankSA, Bank of

Melbourne, and BT brands. Specialist Businesses works with Consumer, Business and WIB in

the provision of select financial services and products.

Group Businesses include:

•Treasury, which is responsible for the management of the Group’s balance sheet including

wholesale funding, capital and the 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 is responsible for technology strategy and architecture,

infrastructure and operations, applications development and business integration in

Australia; and

•Core Support, which comprises Group support functions, including Australian banking

operations, property services, strategy, finance, risk, compliance, legal, human resources,

and customer and corporate relations.

118WESTPAC GROUP 2020 ANNUAL REPORT

Information on Westpac

1.A consumer is defined as a person who uses our products and services. It does not include business entities.

2.Refer to Note 31 to the financial statements for a list of our material controlled entities as at 30 September

2020.

Group Businesses also includes earnings on capital not allocated to divisions, certain intra-
group transactions that facilitate the presentation of the performance of the Group’s divisions,

gains/losses from most asset sales, earnings and costs associated with the Group’s Fintech

investments, costs associated with customer remediation for the Advice business3, and certain

other head office items such as centrally raised provisions.

Significant developments

COVID-19 impacts on Westpac

COVID-19 has had, and continues to have, a significant and adverse impact on the Australian

economy, the banking sector, our customers, counterparties and third party suppliers, as well

as our operations.

In response to the COVID-19 pandemic, the Australian government has taken a number of

actions to help reduce and mitigate the economic impact of the pandemic, including in relation

to JobKeeper and JobSeeker payments. The Australian, State and Territory governments have

also implemented a range of material restrictions on businesses, venues, travel, movement

and gatherings of people. There have also been similar restrictions put in place in other

jurisdictions in which the Group operates. Many of these new measures have adversely

impacted Westpac.

Westpac’s business activities and operations have been, and will likely in the future be,

disrupted by the COVID-19 pandemic. For example, the COVID-19 pandemic has resulted in

Westpac closing workplaces and suspending the provision of services through certain

channels. The COVID-19 pandemic has also disrupted, and will continue to disrupt, numerous

industries and global supply chains.

Banks continue to play an important role in supporting customers, continuing to lend to keep

credit flowing and supporting the circulation of funds in the economy. Westpac has provided

support to certain customers impacted by the COVID-19 pandemic by implementing a range of

initiatives, such as lowering interest rates on certain products, waiving certain fees, providing

special loans to support customers to manage their cash flow and granting deferrals of

mortgage and business loan repayments. These initiatives, and any support that governments

or regulators may in the future require banks to provide to customers impacted by the COVID-

19 pandemic, may have a negative impact on the Group’s financial performance and may see

the Group assume greater risk than it would have under ordinary circumstances.

Both APRA and ASIC have supported the provision of credit to customers in these

circumstances and remain closely engaged to understand the impact of these measures on our

customers, capital, credit risk profile and liquidity. On 1 September 2020, Westpac submitted a

comprehensive plan to APRA and ASIC detailing the existing and planned processes in place

to ensure appropriate ongoing borrower review, customer engagement, capabilities, resourcing

and oversight across the borrower assessment process for COVID-19 impacted customers.

Westpac is expected to identify, address and report to ASIC and APRA any material issues

that arise in the implementation of these plans.

The COVID-19 pandemic has also led to increased regulatory focus in certain areas, including

operational resilience, technology, cyber security, capital management and stress testing.

Westpac continues to manage these risks.

In March 2020, the RBA established a Term Funding Facility (TFF) to lower funding costs for

the entire banking system so that the cost of credit to households and businesses is low, and to

provide an incentive for lenders to support credit to businesses. The TFF provides Westpac

access to at least $29.8 billion of funds through three year repurchase transactions at a fixed

interest rate of 25 basis points. For further information on the TFF see Note 21 to the financial

statements.

Further information on the actual and potential impacts of COVID-19 and the Group’s response

are set out in the ’Strategic Report’ and ‘Risk Factors’ sections.

Westpac significant developments

Leadership changes, reset of strategy and launch of Lines of Business operating model

Since November 2019, there have been significant changes to the Westpac Board and Group

Executives. Further information is set out in Section 10 of the Directors’ Report.

In addition, Westpac has adopted a new purpose, helping Australians and New Zealanders

succeed, and reset its strategy which is focused on concentrating on banking in our core

markets of Australia and New Zealand to support consumer, business, commercial and

institutional customers. Further information is set out in the Strategic Report section.

Westpac has also launched its Lines of Business operating model to clarify responsibility and

accountability for end-to-end performance. Further information is set out in the Strategic Report

section.

AUSTRAC civil proceedings

On 20 November 2019, AUSTRAC commenced civil proceedings in the Federal Court of

Australia against Westpac in relation to alleged contraventions of the Anti-Money Laundering

and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Act). These proceedings related to

non-reporting of a large number of International Funds Transfer Instructions (IFTIs) and a

failure to include in a number of IFTIs required information about the payer, failings in relation

to record keeping and the passing on of certain data required in IFTIs, failure to comply with

correspondent banking obligations, AML/CTF Program failures and contraventions of ongoing

customer due diligence obligations. AUSTRAC alleged over 23 million contraventions of the

AML/CTF Act.

On 24 September 2020, Westpac announced that it had reached an agreement with

AUSTRAC to resolve the proceedings, subject to Court approval. Under the agreement, the

parties agreed to file with the Court a Statement of Agreed Facts and Admissions (SAFA), and

to recommend to the Court that Westpac pay a civil penalty of $1.3 billion in relation to in

excess of 23 million admitted contraventions of the AML/CTF Act. Westpac also agreed to pay

AUSTRAC’s legal costs of $3.75 million. In light of the above developments, Westpac has

increased the provision in respect of the penalty from $900 million to $1.3 billion. The

settlement was approved by the Court on 21 October 2020. Further information on the

provision is set out in Note 27 to the financial statements.

WESTPAC GROUP 2020 ANNUAL REPORT119

Information on Westpac

As part of the SAFA, Westpac admitted to additional contraventions of the AML/CTF Act to
those in its Defence of May 2020, and to the new allegations in the Amended Statement of

Claim that AUSTRAC filed with the Court on 24 September 2020. Those additional admitted

contraventions relate to the reporting of 76,144 IFTIs that did not contain the required

information about the payer, two additional failures to comply with correspondent banking due

diligence obligations, a failure to conduct appropriate ongoing customer due diligence in

relation to a number of additional customers, and aspects of Part A of Westpac’s AML/CTF

Program not fully complying with the requirements under the AML/CTF Act and the AML/ CTF

Rules.

AUSTRAC response plan and external reviews

Since the commencement of the AUSTRAC proceedings, Westpac has made significant

progress in its AUSTRAC response plan. Further information on the AUSTRAC response

plan is set out in the Strategic Report section.

Westpac commissioned a number of external reviews in order to identify the causes of the

compliance failings related to the AUSTRAC proceedings, determine appropriate

consequences, and to identify key lessons learned. These reviews include a review by an

Advisory Panel into Westpac’s Board governance of AML/CTF obligations, an assurance

review by Promontory of Westpac’s management accountability investigation, and a review,

also by Promontory, of Westpac’s financial crime program.

On 4 June 2020 Westpac released a copy of the Advisory Panel Report and a summary of the

reviews’ findings and recommendations.

Financial Crime

Following the AUSTRAC proceedings, Westpac has been progressing actions to improve its

financial crime program. This includes a significant multi-year program of work to improve its

management of financial crime risks (including AML/CTF, sanctions, Anti-Bribery and

Corruption, Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards

(CRS)). Through this work, Westpac has identified further weaknesses and areas for

improvement, which it is addressing. Specific focus areas include uplifting its AML/CTF

policies, reviewing the completeness of data feeding into its AML/CTF systems and considering

the adequacy and appropriateness of its AML/ CTF processes and controls. The work also

involves addressing matters identified in AUSTRAC’s Statement of Claim and outlined in the

SAFA.

Westpac is also undertaking remediation work in multiple areas, including applicable

customer identification procedures, ongoing and enhanced customer due diligence,

customer and payment screening, risk assessments, transaction monitoring and

regulatory reporting including in relation to IFTIs, Threshold Transaction Reports

(TTRs) and Suspicious Matter Reports (including “tipping off” controls).

With increased focus on financial crime, further issues requiring attention have been

identified and may continue to be identified. As part of these efforts, Westpac identified

deficiencies in certain systems and controls relevant to its obligation to file TTRs. This has

resulted in instances where the Group has failed to report TTRs, as well as instances where

the Group

filed TTRs with incomplete or inaccurate information. The Group self-reported these TTR

deficiencies to AUSTRAC, providing a series of updates since 2019, and is keeping AUSTRAC

apprised of the status of its remediation.

As part of the remediation work the Group is also working to remediate gaps and enhance

controls to support compliance with its FATCA and CRS obligations.

Details about the consequences of failing to comply with financial crime obligations are set out

in the Risk Factors section.

Australian Prudential Regulation Authority (APRA) and Australian Securities and

Investments Commission (ASIC) investigations

On 17 December 2019, APRA commenced an investigation examining potential contraventions

by Westpac, its directors and/or senior ma

nagers of

the Banking Act 1959 (Cth) (including the

Banking Executive Accountability Regime) (Banking Act) and/ or APRA’s Prudential Standards

by engaging in, and the way it responded to, the conduct which is the subject of the AUSTRAC

proceedings.

On 17 June 2020, APRA delegated certain of its enforcement powers under the Banking Act to

ASIC. Following that delegation, ASIC will examine potential contraventions under the Banking

Act by Westpac, its directors and/or senior managers. APRA has retained its power to

administratively disqualify certain individuals under the Banking Act.

ASIC has commenced an extensive investigation into matters related to the AUSTRAC

allegations in the AUSTRAC proceedings. Westpac remains committed to cooperating and

working constructively with ASIC during its investigation which is ongoing. Westpac has not

received an indication from ASIC about the nature of any enforcement action it may take.

Details about the consequences of failing to comply with legal obligations are set out in the

Risk Factors section.

Australian and US class actions

Westpac is defending a class action proceeding which was commenced in December 2019 in

the Federal Court of Australia by law firm Phi Finney McDonald, on behalf of certain investors

in Westpac securities between 16 December 2013 and 19 November 2019. The proceeding

involves allegations relating to market disclosure issues connected to Westpac’s monitoring of

financial crime over the relevant period and matters which are the subject of the AUSTRAC

proceedings. The claims do not identify the amount of any damages sought. However, given

the time period in question and the nature of the claims it is likely that the damages which will

be alleged will be significant. No provision has been taken in relation to the potential exposure.

A second class action in relation to similar issues was commenced by law firm Johnson Winter

& Slattery in March 2020. The Phi Finney McDonald claim was subsequently amended to

include the group members from the Johnson Winter & Slattery proceeding. The Johnson

Winter & Slattery proceeding was discontinued in May 2020 by agreement between Westpac,

the applicant in that proceeding and the applicant in the Phi Finney McDonald proceeding.

120WESTPAC GROUP 2020 ANNUAL REPORT

Information on Westpac

In January 2020, a US class action was commenced by the Rosen Law Firm, naming Westpac,
our current CEO and our former CEO as defendants. It was brought on behalf of certain

investors in Westpac securities between 11 November 2015 and 19 November 2019. That

claim related to market disclosure issues connected to Westpac’s monitoring of financial crime

over the relevant period and matters which are the subject of the AUSTRAC proceedings. The

parties have agreed to settle this proceeding on a wholly without admissions basis and on the

basis that in return for full releases from the class members in the proceeding, Westpac will

pay an amount of US$3.1million. The settlement remains subject to approval by the District

Court of Oregon and a process to give class members an option to opt out. In light of the above

developments, Westpac has taken a provision in respect of the settlement.

APRA review into risk governance

On 17 December 2019, following the commencement of the AUSTRAC proceedings and

other significant prudential reviews, APRA announced that in addition to investigating possible

breaches of the Banking Act by Westpac, it would conduct an extensive supervision program

focused on Westpac’s risk governance, accountability and risk culture. This program will

assess Westpac’s remediation actions, the effectiveness of Westpac’s execution and the

steps Westpac has been taking to strengthen risk governance, including through its self-

assessment, which is referred to below. APRA’s review will consider several governance

focus areas in non-financial and financial risk management and case studies. This review is

expected to take approximately 18 months and result in a report of APRA’s observations and

findings.

Operational risk capital overlays

The following additional capital overlays are currently applied by APRA to Westpac’s

operational risk capital requirement:

•$500 million in response to Westpac’s Culture, Governance and Accountability (CGA) self-

assessment. The overlay applied from 30 September 2019 and will remain in place until

APRA is satisfied that Westpac has completed its action plan.

•$500 million in response to the magnitude and nature of issues alleged by AUSTRAC in its

Statement of Claim. The additional overlay applied from 31 December 2019.

Both of the overlays have been applied through an increase in risk weighted assets (RWA).

The impact on Westpac’s Level 2 common equity tier 1 (CET1) capital ratio at 30 September

2020 was 31 basis points.

Outcome of Specialist Businesses strategic review

On 4 May 2020, Westpac announced the creation of a new Specialist Businesses division

consisting of the following businesses:

•Superannuation, Investments and Platforms;

•Insurance;

•Auto and vendor finance; and

•Westpac Pacific.

These businesses have since undergone a strategic review process which has now been

completed. The outcome is that Westpac does not view itself as the long-term owner of these

businesses and will seek to exit them over time as market conditions permit.

On 21 August 2020, Westpac announced that it had entered into an agreement for the sale of

its Vendor Finance business to Angle Finance, a portfolio company of Cerberus Capital

Management, L.P. Vendor Finance supports third parties to fund small ticket equipment finance

loans to around 42,000 Australian businesses. Given the relatively modest size of the portfolio,

the sale is expected to have an immaterial impact on Westpac’s balance sheet and capital

ratios. Completion is expected to occur at the end of April 2021.

Consolidation of Westpac’s international operations

Following a comprehensive review of its Asia, Europe and US businesses, Westpac has

decided to consolidate its international operations into three branches; Singapore, London and

New York. This decision means the Group will exit operations in Beijing, Shanghai, Hong Kong,

Mumbai and Jakarta. The changes are not expected to have a significant impact on cash

earnings and, over time, are planned to improve the Group’s capital efficiency, including by

reducing RWA.

Sale of shares in Pendal Group Limited

On 17 June 2020, Westpac announced the sale of approximately 31 million Pendal Group

Limited (ASX:PDL) (Pendal) shares at a price of $5.98 per share, pursuant to a fully

underwritten institutional offer. This sale completed the divestment of Westpac’s proprietary

shareholding in Pendal, following earlier share sales in 2007, 2015 and 2017.

Sale of shares in Zip Co Limited

On 21 October 2020, Westpac announced the sale of its 10.7% stake in Zip Co Limited

(ASX:Z1P) by way of a fully underwritten institutional offer. The decision reflects Westpac’s

approach to simplifying its business and ensuring the effi

cient use of capital. The sale added

approximately 8 basis points to Westpac’s common equity tier 1 capital ratio in the first half of

FY21. Settlement of the transaction occurred on 26 October 2020.

Westpac reviews

Culture, Governance and Accountability reassessment

Following a reassessment of its existing CGA Remediation Plan (as defined below), which was

undertaken in response to a request from APRA, Westpac has launched a Group-wide

program to strengthen its management of non-financial risks.

Westpac first conducted a self-assessment into culture, governance and accountability in

November 2018 and developed a remediation plan in response (CGA Remediation Plan).

Following AUSTRAC’s Statement of Claim in November 2019, Westpac reassessed its

remediation plan at the request of APRA. A central conclusion from the reassessment was that

Westpac’s non-financial risk culture remains immature and reactive.

WESTPAC GROUP 2020 ANNUAL REPORT121

Information on Westpac

As a result, Westpac is embarking on a Group-wide program, CORE – Customer Outcomes
and Risk Excellence – with a focus on Board and Executive oversight of non-financial risk, and

strengthening risk culture, risk frameworks and risk management capability. Promontory will

provide ongoing assurance over the CORE program.

Further information about CORE is set out in the ’Strategic Report’ and ‘Group Performance’

sections.

Risk management

Westpac is upgrading its end to end risk management. Recent reviews have identified a wide

range of shortcomings and areas for improvement in Westpac’s policies, systems and data, as

well as its risk capabilities and risk management framework. The Group has a number of risks

which sit outside of our risk appetite or do not meet the expectations of regulators. The CORE

program is addressing some of these improvements. Key components of the CORE program

include embedding a more proactive risk culture, refining a three lines of defence model to

define clearer risk management accountabilities and improving risk awareness, capability and

capacity through organisational-wide training and additional risk resources in the business.

Other areas of improvement are being addressed through significant investment in risk

management expertise in areas such as operational risk, compliance, financial crime, stress

testing, modelling and data management.

Further information about risk management is set out in the Risk and Risk Management

section.

Regulatory and Government focus

Royal Commission into the banking, superannuation and financial services industry

Implementation of the 76 express recommendations in the Final Report of the Royal

Commission into Misconduct in the Banking, Superannuation and Financial Services Industry

continues to have a significant impact on Australia’s banking and financial services entities and

their regulators. Depending on how and when the government legislates or regulates for the

recommendations there may also be adverse impacts on our business.

To allow the industry to focus on its response to COVID-19 and support for customers on 8

May 2020 the government announced a six month deferral in its Implementation Roadmap. A

number of the legislative drafts are proposed to come into effect in early 2021 but the final form

of these drafts have not yet been released by the government posing a challenge to

implementation.

Presently, 50 recommendations apply to Westpac. The Group has commenced programs of

work in relation to all of the applicable recommendations that have been the subject of

legislative activity and/or regulatory activity and, to date, has implemented 14

recommendations.

In anticipation of the removal of grandfathering of conflicted remuneration payable to financial

advisers effective from 1 January 2021, we are also currently reviewing third party

remuneration arrangements.

Other impacts arising from the Royal Commission include a number of claims being brought

against financial institutions in relation to certain matters

considered during the Royal Commission, and the referral of several cases of misconduct to

the financial regulators by Commissioner Hayne. The Royal Commission has also led to

increased political and regulatory scrutiny of the financial industry in New Zealand and may

continue to do so.

Changes to responsible lending laws

On 25 September 2020, the government announced a proposed simplification of Australia’s

consumer credit regulatory regime. The government’s intended commencement date (subject

to the passage of law) is 1 March 2021. We are closely monitoring this and will make any

changes to our systems and processes as appropriate.

In addition to the responsible lending obligations, consumer credit is subject to regulatory

oversight through a range of mechanisms, including APRA standards and guidance in relation

to credit assessments by authorised deposit-taking institutions (ADIs), the ABA’s Banking Code

of Practice and the general conduct obligations under section 47 of the National Consumer

Credit Protection Act 2009 (Cth), including the obligation to do all things to ensure that credit

activities are engaged in efficiently, honestly and fairly. Accordingly, without analogous

changes to these regulatory requirements, removal of the responsible lending obligations may

not necessarily have a significant impact on our overall consumer credit processes.

Focus on superannuation

On 6 October 2020, the government released a paper entitled ‘Your Future, Your Super’,

setting out ‘reforms to make your super work harder for you’.

The first key reform involves linking a person to their superannuation fund throughout their

working life (although a person can choose to change their super fund at any time). Rather

than contributing to the employer’s default fund for its employees who do not choose their own

superannuation fund, employers will be required to contribute to their employees’ existing

superannuation funds. This reform is intended to reduce the number of people with multiple

superannuation accounts. This means employees do not have to select a superannuation fund

each time they change jobs, and should therefore reduce individuals having unintended

multiple superannuation accounts.

The second key reform relates to annual performance tests. An online ATO ‘YourSuper’

comparison tool that compares funds by fees and performance will be introduced to assist

people in selecting a superannuation fund. The tool will also expressly list under performing

funds, based on the annual performance tests. These annual performance tests will apply by

July 2021 for MySuper (default) products. If a MySuper product fails the performance ‘test’, the

trustee will be required to notify members of the under performance by October 2021 and

provide information about the YourSuper comparison tool. If a fund fails two consecutive

performance ‘tests’, it will not be permitted to accept new members. Annual performance tests

will also apply to certain types of superannuation choice options by July 2022.

Westpac is supportive of the changes given they are expected to drive increased

competitiveness across the industry.

122WESTPAC GROUP 2020 ANNUAL REPORT

Information on Westpac

In addition, APRA is increasing its supervisory focus on superannuation providers, including
Westpac, with an emphasis on member outcomes and governance. Westpac’s

superannuation

entities are underway with an ongoing program of work to strengthen their management of risk under the

risk management framework and address feedback from APRA.

Regulatory reviews and inquiries

Provision of credit - reviews by APRA

Following APRA reviews assessing the adequacy of our credit risk management framework

including our controls, end-to-end processes, policies and operating systems, long-standing

weaknesses have been identified that require significant uplift. The Group is making changes

to systems and controls to improve its end-to- end approach for mortgage, business and

institutional lending portfolios, as well as other key processes. This includes enhancing portfolio

management practices, data governance, systems upgrades (including data collection and

rationalisation), strengthening collateral management processes and improving assurance and

oversight over our credit management frameworks. This program of work will also address

issues identified by Westpac’s internal assurance and audit teams.

General regulatory changes affecting our business

Open banking regime

The Competition and Consumer Act 2010 (Cth), as amended by the Treasury Laws

Amendment (Consumer Data Right) Act 2019 (Cth), contains a regime for a consumer data

right that gives customers in Australia a right to direct that their data (starting with banking

data) be shared with accredited third parties. Data sharing facilitates competition through

easier product comparison and switching. This is expected to have significant implications for

consumers and banks, including Westpac.

The Competition and Consumer (Consumer Data Right) Rules 2020 (the CDR Rules)

commenced on 6 February 2020. The CDR Rules set out how the CDR regime will operate.

Open Banking commenced on 1 July 2020 with the four major banks required to share

consumer data for credit and debit card, deposit account and transaction account data with

accredited service providers. Future phases will introduce additional products, joint accounts

and business and corporate consumers. Other brands in the Westpac Group will be required to

commence data sharing on 1 July 2021.

Comprehensive Credit Reporting (CCR)

The National Consumer Credit Protection Amendment (Mandatory Credit Reporting and Other

Measures) Bill 2019 (Cth) is currently before the Senate. The Bill requires the four major

Australian banks to supply CCR data to credit reporting bodies and outlines how financial

hardship cases should be reported.

The Bill has not yet passed and there have been disruptions to the parliamentary schedule as a

result of COVID-19. Nevertheless, Westpac is already participating in CCR on a voluntary

basis.

Other litigation

ASIC’s outbound scaled advice division proceedings

On 22 December 2016, ASIC commenced Federal Court proceedings against BT Funds

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) (Corporations Act) provisions, and selected 15 specific customers as the focus of their

claim. Following an appeal by ASIC in the proceedings, on 28 October 2019 the Full Federal

Court handed down its decision in ASIC’s favour and made findings that BTFM and WSAL

each provided personal advice on relevant calls made to 14 of the 15 customers and made

declarations of consequential contraventions of the Corporations Act (including section 912A(1)

(a)). BTFM and WSAL were granted special leave to appeal by the High Court of Australia,

which heard the appeal to the Full Federal Court’s decision on 7 and 8 October 2020. The High

Court’s judgment in the matter is reserved. If this appeal is unsuccessful, the matter will be

remitted to the Federal Court for a hearing on penalties and any other orders sought by ASIC.

ASIC’s proceedings against BT Funds Management and Asgard Capital Management

On 20 August 2020, ASIC commenced proceedings in the Federal Court against BT Funds

Management Limited and Asgard Capital Management Limited, in relation to an issue that was

a case study in the Royal Commission. The allegations concern the inadvertent charging of

financial adviser fees to 404 customers totalling $130,006 after a request had been made to

remove the financial adviser from the customers’ accounts. The issue was self-reported to

ASIC in 2017 and customers have been contacted and remediated. BTFM and ACML accept

the allegations made by ASIC and do not intend to defend the proceedings. Westpac is now

working through the relevant Court procedural steps to try and bring the matter to a resolution.

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 February 2011, obtained insurance issued by Westpac Life Insurance

Services Limited (WLIS) on the recommendation of financial advisers employed within the

Westpac Group. The plaintiffs have alleged that aspects of the financial advice provided by

those advisers breached fiduciary and statutory duties owed to the advisers’ clients, including

the duty to act in the best interests of the client, and that WLIS was knowingly involved in those

alleged breaches. Westpac and WLIS are defending the proceedings. The matter has been set

down for an initial trial in May 2021.

WESTPAC GROUP 2020 ANNUAL REPORT123

Information on Westpac

Class action in the US relating to bank bill swap rate (BBSW)
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 number of other Australian and international banks and brokers

alleging misconduct in relation to the bank bill swap reference rate. Westpac has reached agreement

with the Plaintiffs to settle this class action. The terms of the settlement are currently confidential and

subject to negotiation and execution of settlement papers and Court approval. Westpac holds a

provision in relation to this matter.

Class action relating to cash in super

On 5 September 2019, a class action against BTFM and WLIS was commenced in the Federal

Court of Australia in relation to aspects of BTFM’s BT Super for Life cash investment option.

The claim follows other industry class actions.

It is alleged that BTFM failed to adhere to a number of obligations under the general law, the

relevant trust deed and the Superannuation Industry (Supervision) Act 1993 (Cth), and that

WLIS was knowingly concerned with BTFM’s alleged contraventions. The damages sought

by the claim are unspecified. BTFM and WLIS are defending the proceedings.

Class action relating to consumer credit insurance

On 28 February 2020, a class action was commenced against Westpac Banking Corporation,

Westpac General Insurance Limited and Westpac Life Insurance Services Limited in the

Federal Court of Australia in relation to Westpac’s sale of consumer credit insurance (CCI).

The claim follows other industry class actions.

It is alleged that the three entities failed to adhere to a number of obligations in selling CCI in

conjunction with credit cards, personal loans and flexi loans. The damages sought by the claim

are unspecified. The three entities are defending the proceedings. Westpac no longer sells CCI

products.

Class action relating to payment of flex commissions to auto dealers

On 16 July 2020, a class action was commenced against Westpac Banking Corporation and St

George Finance Limited (SGF) in the Supreme Court of Victoria in relation to flex commissions

paid to auto dealers from 1 March 2013 to 31 October 2018. This proceeding is one of two

class actions brought by Maurice Blackburn against a number of lenders in the auto finance

industry.

It is alleged that Westpac and SGF are liable for the unfair conduct of dealers acting as credit

representatives and engaged in misleading or deceptive conduct. The damages sought are

unspecified. Westpac and SGF are defending the proceedings. Another law firm publicly

announced in July 2020 that it is preparing to commence a class action against Westpac

entities in relation to flex commissions paid to auto dealers. Westpac has not been served with

a claim from that law firm on flex commissions. Westpac has not paid flex commissions since 1

November 2018 following an industry-wide ban issued by ASIC.

Potential class actions

Westpac is aware from media reports and other publicly available material that other class

actions against Westpac entities are being investigated. In July 2020, one law firm publicly

stated that it intends to commence a class action against BTFM alleging that since 2014, BTFM

did not act in the best interests of members of certain superannuation funds when obtaining

group insurance policies. In August 2020, another law firm announced that it is investigating

claims on behalf of persons who in the past 6 years acquired, renewed or continued to hold a

financial product (including life insurance) on the advice or recommendation of a financial

adviser from Magnitude Group, Securitor Financial Group or Westpac Banking Corporation.

Westpac has not been served with a claim in relation to either of these matters and has no

information about the proposed claims beyond the public statements issued by the law firms

involved.

APRA regulatory changes and other changes affecting capital

APRA announcements on capital

As part of its response to the current economic environment following the COVID-19 pandemic,

APRA has made the following announcements on capital:

•Updated guidance on capital management and dividends: For 2020, APRA expects ADIs to

retain at least half of their earnings, actively use the dividend reinvestment plan (DRP)

and/or other capital management initiatives to at least partially offset the reduction in capital

from distributions. Westpac took this guidance into consideration when determining the final

dividend, which is discussed further in Section 3 of the Directors’ Report;

•Adjustment to expectations for bank capital: As announced in March 2020, APRA does not

expect ADIs to meet the ‘unquestionably strong’ capital benchmarks in the period ahead

(so long as they remain above the current regulatory requirement). Westpac’s capital

management strategy is set out further in the Review of Group Operations section;

•Temporary amendments to the calculation of RWA for COVID-19 support packages: Where

a support package provides an option to defer repayments for a period of time, for RWA

calculation purposes, a bank need not treat the period of the repayment holiday as a period

of arrears (provided the borrower had previously been meeting their repayment

obligations). In addition, the government’s ‘Coronavirus SME Guarantee Scheme’ is to be

regarded as an eligible guarantee by the government for RWA calculation purposes. The

temporary capital treatment is available until the earlier of either a maximum period of ten

months from when the initial repayment deferral was granted, or 31 March 2021;

•Deferral of APRA’s implementation of the Basel III capital reforms by a year to January

2023; and

•Deferral of changes to APS 222 Associations with Related Entities standard by a year to 1

January 2022.

124WESTPAC GROUP 2020 ANNUAL REPORT

Information on Westpac

APRA’s proposed revisions to subsidiary capital investment treatment
APRA has proposed changes to APS 111 Capital Adequacy Measurement of Capital including

changes to the existing approach for equity exposures in banking and insurance subsidiaries

(Level 1). There is no impact to Westpac’s reported capital ratios on a Level 2 basis. APRA has

indicated that they intend to recommence consultation and a revised standard will come into

effect from 1 January 2022 following the COVID-19 pandemic.

Additional loss absorbing capacity

On 9 July 2019, APRA announced a requirement for the Australian major banks (including

Westpac) to increase their total capital requirements by three percentage points of RWA as

measured under the current capital adequacy framework. This increase in total capital will take

full effect from 1 January 2024.

The additional capital is expected to be raised through Tier 2 Capital and is likely to be offset

by a decrease in other forms of long term wholesale funding. Westpac is continuing to make

progress towards the new requirements. As at 30 September 2020, the Tier 2 ratio was

3.15%.

APRA is still targeting an additional four to five percentage points of loss-absorbing capacity.

Over the next four years, APRA has stated that it will consider feasible alternative methods for

raising the remaining 1-2 percentage points.

APRA Prudential Standard CPS 511: Remuneration

On 23 July 2019, APRA released for consultation a new draft prudential standard and

supporting discussion paper on remuneration. It is aimed at clarifying and strengthening

remuneration arrangements in APRA- regulated entities. The new standard will replace

existing remuneration requirements under CPS/SPS 510 Governance. In August 2020, APRA

released its 2020-2024 Corporate Plan noting the revised APRA Prudential Standard CPS 511

is expected to be released from January to July 2021.

New Zealand

COVID-19 impacts

In response to COVID-19, a number of laws have been enacted by the New Zealand

government to help reduce the economic impact and it has implemented a range of material

restrictions on businesses, venues, travel and movement. Many of these new measures have

impacted WNZL’s operations.

Also in response to COVID-19, there have been a number of new guidance updates published

and regulatory delays announced by New Zealand regulators, including the Reserve Bank of

New Zealand (RBNZ), the Financial Markets Authority and the Commerce Commission.

On 2 April 2020, a decision was made by the RBNZ to freeze the distribution of dividends on

ordinary shares by all banks in New Zealand during the period of economic uncertainty caused

by COVID-19. Non- payment of dividends from WNZL only affects Westpac’s Level 1 CET1

capital ratio.

Westpac is well capitalised and at 30 September 2020 had a Level 1 CET1 capital ratio of

11.40%.

RBNZ Capital Review

On 5 December 2019, the RBNZ announced changes to the capital adequacy framework in

New Zealand. The new framework includes the following key components:

•Setting a Tier 1 capital requirement of 16% of RWA for systemically important banks

(including WNZL) and 14% for all other banks;

•Additional Tier 1 capital (‘AT1’) can comprise no more than 2.5% of the 16% Tier 1 capital

requirement;

•Eligible Tier 1 capital will comprise common equity and redeemable perpetual preference

shares. Existing AT1 instruments will be phased out over a seven year period;

•Maintaining the existing Tier 2 capital requirement of 2% of RWA; and

•Recalibrating RWA for internal rating based banks, such as WNZL, such that aggregate

RWA will increase to 90% of standardised RWA.

Westpac believes WNZL is already strongly capitalised with a Tier 1 capital ratio of 15% at 30

September 2020 based on the current RBNZ rules. On a pro forma basis (including the new

RWA and capital requirements) at 30 September 2020 and assuming a Tier 1 capital ratio of

16-17%, WNZL would require a further NZ$1.6-$2.2 billion of Tier 1 capital to meet the new

requirements that are fully effective in 2028.

In response to the impacts of COVID-19, and to support credit availability, the RBNZ has

delayed the start date of the new capital regime by 12 months to 1 July 2021 and the RBNZ will

consider further delays in 2021 if it considers that market conditions warrant it. Banks will be

given up to seven years to comply.

RBNZ - Review under section 95 of the Reserve Bank of New Zealand Act 1989

In June 2019, in response to a review under section 95 of the Reserve Bank of New Zealand

Act 1989 of WNZL’s compliance with advanced internal rating based aspects of the RBNZ’s

‘Capital Adequacy Framework (Internal Models Based Approach)’ (BS2B), WNZL presented

the RBNZ with a submission providing an overview of its credit risk rating system and activities

undertaken to address compliance issues and enhance risk management practices.

On 30 October 2019, the RBNZ informed WNZL that it had accepted the submission and

measures undertaken by WNZL to achieve satisfactory compliance with BS2B, and that WNZL

would retain its accreditation to use internal models for credit risk in the calculation of its

regulatory capital requirements. With effect from 31 December 2019, the RBNZ removed the

requirement imposed on WNZL since 31 December 2017 to maintain minimum regulatory

capital ratios that were two percentage points higher than the ratios applying to other locally

incorporated banks.

WESTPAC GROUP 2020 ANNUAL REPORT125

Information on Westpac

Supervision and regulation
Australia

Within Australia, we are subject to supervision and regulation by seven principal agencies and

bodies: 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); the

Australian Transaction Reports and Analysis Centre (AUSTRAC) and the Office of the

Australian Information Commissioner (OAIC).

APRA is the prudential regulator of the Australian financial services industry.

As an ADI, we report prudential information to APRA, including information in relation to capital

adequacy, large exposures, credit quality and liquidity.

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.

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 (Cth).

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.

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.

The OAIC is responsible for the regulation of privacy and information rights, including under the

Privacy Act 1988 (Cth) (Privacy Act). Its functions include handling complaints about the

handling of personal information and conducting investigations into potential breaches of the

Privacy Act.

New Zealand

The Reserve Bank of New Zealand (RBNZ) is responsible for supervising New Zealand

registered banks and protects the financial stability of New Zealand through the application of

minimum prudential obligations. The New Zealand prudential supervision regime requires that

registered banks publish 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 Financial Markets Authority (FMA) and the New Zealand Commerce Commission (NZCC)

are the two primary conduct and enforcement regulators. The FMA and NZCC are responsible

for ensuring that markets are fair and transparent and are supported by confident and informed

investors and consumers. Regulation of markets and their participants is undertaken through a

combination of market supervision, corporate governance and licensing approvals.

In New Zealand, other relevant regulator mandates include those relating to taxation, privacy

and foreign affairs and trade.

Banks in New Zealand are also subject to a number of self- regulatory regimes. Examples

include Payments NZ, the New Zealand Bankers’ Association and the Financial Services

Council (FSC). Examples of industry agreed codes include the New Zealand Bankers’

Association’s Code of Banking Practice and FSC’s Code of Conduct.

126WESTPAC GROUP 2020 ANNUAL REPORT

Information on Westpac

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 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 on-site 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, US Financial Industry Regulatory Authority, the US Commodity Futures Trading

Commission and the National Futures Association.

Anti-money laundering regulation and related requirements

Australia

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 27 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.

WESTPAC GROUP 2020 ANNUAL REPORT127

Information on Westpac

128WESTPAC GROUP 2020 ANNUAL REPORT
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WESTPAC GROUP 2020 ANNUAL REPORT129
Group performance

SECTION 2

Five year summary

Reading this report

Review of Group operations

Income statement review

Balance sheet review

Capital resources

Divisional performance

Consumer

Business

Westpac Institutional Bank

Westpac New Zealand

Specialist Businesses

Group Businesses

Risk and risk management

Risk management

Risk factors

Other Westpac business information

130WESTPAC GROUP 2020 ANNUAL REPORT
Five year summary

Five year financial summary

1

(in $m unless otherwise indicated)20202019201820172016

Income statements for the years ended 30 September

2

Net interest income16,69616,90716,50515,51615,148

Net fee income1,5921,6552,4242,6032,611

Net wealth management and insurance income7511,0292,0611,8001,899

Trading income8959299451,2021,124

Other income2491297252959

Net operating income before operating expenses and impairment charges20,18320,64922,00721,65020,841

Operating expenses(12,739)(10,106)(9,566)(9,282)(9,073)

Impairment charges(3,178)(794)(710)(853)(1,124)

Profit before income tax4,2669,74911,73111,51510,644

Income tax expense(1,974)(2,959)(3,632)(3,518)(3,184)

Profit attributable to non-controlling interests (NCI)(2)(6)(4)(7)(15)

Net profit attributable to owners of Westpac Banking Corporation (WBC)2,2906,7848,0957,9907,445

Balance sheet as at 30 September

2

Loans693,059714,770709,690684,919661,926

Other assets218,887191,856169,902166,956177,276

Total assets911,946906,626879,592851,875839,202

Deposits and other borrowings591,131563,247559,285533,591513,071

Debt issues150,325181,457172,596168,356169,902

Loan capital23,94921,82617,26517,66615,805

Other liabilities78,46774,58965,87370,92082,243

Total liabilities843,872841,119815,019790,533781,021

Total shareholders’ equity and NCI68,07465,50764,57361,34258,181

Key financial ratios

Shareholder value

Dividends per ordinary share (cents)31174188188188

Dividend payout ratio (%)

3

48.8788.8379.5279.2884.19

Return on average ordinary equity (%)3.3710.6513.0513.6513.32

Basic earnings per share (cents)63.7196.5237.5238.0224.6

Net tangible assets per ordinary share ($)

4

15.6715.3615.3914.6613.90

Share price ($):

High29.8130.0533.6835.3933.74

Low13.4723.3027.2428.9227.57

Close16.8429.6427.9331.9229.51

Business performance

Operating expenses to operating income ratio (%)63.1248.9443.4742.8743.53

Net interest margin (%)2.032.122.132.062.10

Capital adequacy

Total equity to total assets (%)7.57.27.37.26.9

Total equity to total average assets (%)7.47.37.47.27.0

APRA Basel III:

Common equity Tier 1 (%)11.1310.6710.6310.569.48

Tier 1 ratio (%)13.2312.8412.7812.6611.17

Total capital ratio (%)16.3815.6314.7414.8213.11

Credit quality

Net impaired assets to equity and collectively assessed provisions (%)2.211.411.141.291.79

Total provisions for expected credit losses/impairment on loans and credit commitments to total loans (basis points)

5

8854434554

1. Where accounting classifications have changed or where changes in accounting policy are adopted retrospectively, comparatives have been restated and may differ from results previously reported.

2. The above income statement extracts for 2020, 2019 and 2018 and balance sheet extracts for 2020 and 2019 are derived from the consolidated financial statements included in this Annual Report. The above income statement

extracts for 2017 and 2016 and balance sheet extracts for 2018, 2017 and 2016 are derived from financial statements previously published.

3. 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. Provisions for expected credit losses (ECL) on loans and credit commitments as at 2020 and 2019 were determined based on AASB 9 Financial Instruments (December 2014) (AASB 9). Provisions for impairment charges on loans

and credit commitments as at 2018, 2017 and 2016 were based on AASB 139 Financial Instruments: Recognition and Measurement (AASB 139) and were not restated.

WESTPAC GROUP 2020 ANNUAL REPORT 131
Five year summary

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.

(in $m unless otherwise indicated)20202019201820172016

Customer

Total customers (millions)

2

14.014.214.213.913.4

Digitally active customers (millions)

3

5.95.85.65.34.9

Branches

4

1,1031,1431,2041,2511,310

Branches with 24/7 capability (%)

6

3635332927

ATMs2,0362,8473,2223,6653,757

Smart ATMs (%)

6

6954474437

Change in consumer complaints (%) - Australia

7

1459412(18)(31)

Change in consumer complaints (%) - NZ62(16)(21)(7)

Number of approved applications for financial assistance from customers experiencing financial hardship

8

75,36752,02537,67828,32230,759

Employees

Total employees (full-time equivalent)

9

36,84933,28835,02935,09635,580

Employee voluntary attrition (%)

10

7.410.310.09.610.6

New starter retention (%)

11

85.884.584.184.785.5

Employee Commitment Index (%)

12

73727376

-

Lost Time Injury Frequency Rate (LTIFR)

13

0.40.40.40.60.8

Whistleblower reporting - number of new concerns

14

184278289344209

Women as percentage of the total workforce (%)5758575858

Women in leadership (%)

15

5050505048

Environment

Total Scope 1 and 2 emissions - (tonnes CO

2

-e)

16

107,634121,168128,339134,237156,701

Total Scope 3 emissions - (tonnes CO

2

-e)

17

91,61687,26290,45494,27980,125

Paper consumption - Aust and NZ (tonnes)

18

1,5391,8122,1612,7063,304

Carbon neutralityMaintainedMaintainedMaintainedMaintainedMaintained

Sustainable lending

Climate change solutions attributable financing - Aust and NZ ($m)10,0599,2639,1136,9796,193

Proportion of electricity generation financing in renewables including hydro - Aust and NZ (%)

19

7575716559

Electricity generation portfolio emissions intensity (tonnes CO

2

-e/ MWh)

20

0.250.260.280.360.38

Finance assessed under the Equator Principles - Group ($m)

21

126454773891617

Social impact

Community investment excluding commercial sponsorships ($m)

22

153130128164148

Community investment as a percentage of pre-tax profits - Group (%)

22

3.581.331.091.421.39

Community investment as a percentage of pre-tax operating profit (cash earnings basis)

22

3.211.321.101.411.32

Financial education (participants)

23

1,009,232619,995133,844112,26359,596

Supply chain

Top suppliers assessed under the Westpac Responsible Sourcing Program (%)

24

1009810021

-

Spend with Indigenous Australian suppliers - Australia ($m)

25

5.94.24.52.81.7

132 WESTPAC GROUP 2020 ANNUAL REPORT
Five year summary

1.All data represents Group performance as at 30 September unless otherwise stated.

2.All customers with an active relationship (exclude channel only and potential relationships).

3.Westpac Group customers who, as at 30 September, have successfully authenticated at least once into the Bank’s digital banking platforms (including Quick zone) within the last 90 days.

4.Includes six advisory centres and one community banking centre.

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 envelope deposit machines.

7.Total Australia complaints excluding WIB. Full Year 2019 change trend reflects updates to our complaints policy and standard which now requires people to log all complaints, even if they are resolved within 5 days. Complaints number is inclusive of

12,367 complaints related to COVID-19.

8.Number of approved applications for financial assistance from Westpac Group customers experiencing financial hardship. Financial hardship occurs when a person is unable to meet their repayment obligations for a period of time due to an

unexpected event or unforeseen change in circumstances, such as illness or injury or a change in employment. Each request is assessed on a case-by-case basis. Some hardship options that may be available to customers include reduced or

deferred repayments and reduction in interest charges.

9.Full-time equivalent employees include permanent (full-time and pro-rata part-time staff) employees, and temporary (overtime, temporary and contract staff) employees.

10. Employee voluntary attrition refers to the total voluntary separation of permanent employees over the 12 months average total permanent headcount for the period (includes full time, part time and maximum term employees).

11. New starter retention over the 12 months rolling new starter headcount for the period (includes full time and part time permanent employees).

12. New monthly employee survey conducted from 2017. Six month rolling average results reported and prior data not included due to change in survey methodology. The 2019 result has been reviewed and updated.

13. 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.

14. Number of disclosures entered into the whistleblower case management database that has come via: a direct entry by the whistleblower, the whistleblower external hotline, the Group’s Whistleblower Protection Officer, or other Eligible Recipients.

15. 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.

16. Scope 1 emissions are the release of greenhouse gases (GHG) into the atmosphere as a result of Westpac Group’s direct operations for the period 1 July to 30 June. Australian data is prepared in accordance with the National Greenhouse and

Energy Reporting Act 2007 (NGER Act). New Zealand data is prepared in accordance with the New Zealand Ministry for the Environment guidance for GHG reporting and Toitū carbonzero programme rules. Scope 2 emissions are indirect

greenhouse gas emissions from consumption of purchased electricity from the Westpac’s operations for the period 1 July to 30 June. Australian data is prepared in accordance with the NGER Act 2007. New Zealand data is prepared in accordance

with the New Zealand Ministry for the Environment guidance for GHG reporting and Toitū carbonzero programme rules.

17. Scope 3 emissions are indirect greenhouse gases (GHG) emitted as a consequence of Westpac Group operations but occur at sources owned or controlled by another organisation for the period 1 July to 30 June. Australian data is prepared in

accordance with the Climate Active Carbon Neutral Standard for Organisations. New Zealand data is prepared in accordance with the New Zealand Ministry for the Environment guidance on GHG reporting and Toitū carbonzero programme rules.

2016 to 2019 figures restated to reflect methodology update in 2020.

18. Total office paper and paper products purchased (in tonnes) by Westpac Group as reported by key suppliers. Includes office copy paper, paper products and printed materials, including direct mail and marketing documents (e.g. office stationery,

marketing brochures, customer statements) and are reported for the period 1 July to 30 June.

19. Measured as the percentage of indirect and direct financing (total committed exposure) to electricity generation assets in the Australian and New Zealand electricity markets.

20. Data is based on the reported exposures to electricity 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.

21. The Equator Principles is a voluntary set of standards for determining, assessing and managing social and environmental risk in project financing.

22. Indicator name changed from ‘Community investment ($m)’ to ‘Community investment excluding commercial sponsorships ($m)’ in 2018. 2017 figures were restated to be comparable with 2018. 2018 and 2017 figures include monetary contributions,

time contributions, management costs and in-kind contributions comprising gifts and foregone fee revenue. 2016 and prior periods were not restated, and also include commercial sponsorships.

23. Total number of interactions by employees, customers and general public with financial education materials offered by the Westpac Group during the year, delivered through face to face and online platforms. Uplift from 2019 number of participants

driven by the inclusion of our Life Moments and Help for your Business Education pages.

24. Top 100 Westpac Australia and New Zealand suppliers by spend assessed for inherent ESG risk for the 12 months ended 30 September.

25. Annual spend with businesses that are 50% or more owned and operated by an Aboriginal or Torres Strait Islander person and certified with a relevant member organisation. Include Tiers 1 and 2 spend with Indigenous Australians suppliers. Prior

periods restated to reflect inclusion of Tier 2 spend, first reported in 2018. 2019 and 2018 adjusted to reflect newly identified spend with Indigenous Australian suppliers.

WESTPAC GROUP 2020 ANNUAL REPORT133
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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’, ‘outlook’ 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 the global COVID-19 pandemic, which has had, and is expected to continue to have, a negative impact on our business and global economic conditions, adversely affected a

wide-range of Westpac’s key suppliers, third-party contractors and customers, created increased volatility in financial markets and may result in increased impairments, defaults and write-

offs;

•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, reviews and other actions, inquiries, litigation, fines, penalties, restrictions or other regulator imposed conditions, including as a result of our actual or alleged failure

to comply with laws (such as financial crime laws), regulations or regulatory policy;

•the failure to comply with financial crime obligations, which has had, and could further have, adverse effects on our business and reputation;

•internal and external events which may adversely impact Westpac’s reputation;

•litigation and other legal proceedings and regulator investigations and enforcement actions;

•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;

•an increase in defaults in credit exposures because of a deterioration in economic conditions;

•adverse asset, credit or capital market conditions;

•the incidence of inadequate capital levels under stressed conditions;

•the risk that governments will default on their debt obligations or will be unable to refinance their debts as they fall due;

•changes to Westpac’s credit ratings or the methodology used by credit rating agencies;

•levels of inflation, interest rates (including low or negative interest rates), exchange rates and market and monetary fluctuat

ions and volatility;

•a

n incre

ase in defaults, write-offs and provisions for credit impairments;

•changes in economic conditions, consumer spending, saving and borrowing habits in Australia, New Zealand and other countries (including as a result of tariffs and other protectionist trade

measures) 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, including from established providers of financial services and from non-financial services entities, in the geographic and business areas in which Westpac conducts

its operations;

•poor data quality or poor data retention;

•the effectiveness of Westpac’s risk management policies, including internal processes, systems and employees, and operational risks resulting from ineffective processes and controls, as

well as breakdowns in processes and procedures requiring remediation activity;

•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 Westpac’s critical accounting estimates and judgements and changes to the value of Westpac’s intangible assets;

134WESTPAC GROUP 2020 ANNUAL REPORT
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•changes in political, social or economic conditions in any of the major markets in which Westpac or its customers or counterparties operate;

•the inability to syndicate or sell down underwritten securities, particularly during times of heightened market volatility;

•the success of strategic decisions involving diversification or innovation, in addition to business expansion activity, business acquisitions and the 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.

Currency of presentation, exchange rates and certain definitions

In this Annual Report, ‘financial statements’ means our audited consolidated balance sheets as at 30 September 2020 and 30 September 2019 and income statements, statements of

comprehensive income, changes in equity and cash flows for each of the years ended 30 September 2020, 2019 and 2018 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 2020 is referred to as 2020 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$0.7160, 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 Wednesday, 30 September 2020. The Australian dollar equivalent of New Zealand dollars at 30 September

2020 was A$1.00 = NZ$1.0802, 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 2016 to 30 September 2020.

Any discrepancies between totals and

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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.