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Westpac 2021 Group Annual Report

Annual Report31 October 2021WBCFinancials

ASX Release


1 November 2021


Westpac 2021 Group Annual Report


Westpac Banking Corporation (“Westpac”) today provides the attached Westpac

2021 Group Annual Report.











For further information:


David Lording Andrew Bowden

Group Head of Media Relations Head of Investor Relations

0419 683 411 0438 284 863



This document has been authorised for release by Tim Hartin, General Manager & Company

Secretary.




Level 18, 275 Kent Street

Sydney, NSW, 2000

WESTPAC
2021 ANNUAL REPORT

Simpler,

stronger

bank

About this report
Westpac’s 2021 Annual Report is our primary statutory and regulatory

reporting disclosure. It comprises information about our activities,

strategy, and financial and non-financial results over the reporting period.

Cover story

Westpac Strathpine branch

manager, Rachel, helping a

customer. Read about how she

supported a customer who was

a victim of a scam on page 25.

Westpac Banking Corporation ABN 33 007 457 141

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 2021 unless otherwise indicated. All comparisons are against results for the 12 months ended 30 September 2020 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.

2021 has been a year of
progress for Westpac.

We reset our purpose and strategy last year and are delivering on our plans.

Our major program to strengthen our management of risk and culture is well

underway and we’ve simplified our business through asset sales and consolidations.

While there is still more to do to restore value and the trust you have placed in us,

these changes are making us a simpler, stronger bank.

1 STRATEGIC REVIEW 01

Strategic Review 01

About Westpac 02

2021 Year in review 04

Performance review 06

Chairman’s report 08

Chief Executive Officer’s report 10

External environment 12

Our strategy 14

Our strategic priorities 16

Fix 16

Simplify 20

Perform 24

Corporate Governance 33

Directors’ Report 36

Board of Directors 37

Executive team 40

Remuneration Report

50

Information on Westpac

7

744

Significant developments

74

2 GROUP PERFORMANCE

8

811

8822

8844

9966

1111

22

RReeaaddiinngg tthhiiss rreeppoorrtt

Review of Group operations

Divisional performance

Risk and risk management

Other Westpac business

information

1

1

3333

3 FINANCIAL STATEMENTS

1

13377

Financial statements

1

13388

Notes to the financial statements

1

1

4444

Statutory statements

2

266

55

4 SHAREHOLDER INFORMATION

2

27755

227766

2288

33

Shareholding information

Additional information

Glossary of abbreviations

and defined terms

Contact us

2

288

44

inside back cover

WESTPAC’S ANNUAL REPORTING SUITE

Our annual reporting suite brings together the Group’s financial, non-financial, risk and sustainability

performance for the year. It includes our Annual Report, Financial Results Announcement, Presentation and

Investor Discussion Pack, Pillar 3 Report, Sustainability Supplement, and our Corporate Governance Statement.

Access the full suite online at westpac.com.au/2021annualreport.

Key information

Annual

Report

Corporate

Governance

Statement

Pillar 3

Report

FY21 Results

Announcement

Sustainability

Supplement

Operational performance

Strategy

Risk

Governance

Climate action

Sustainability

People and community

Financial performance

Shareholder information

Case study

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

1WESTPAC GROUP 2021 ANNUAL REPORT

About Westpac
Founded in 1817, Westpac is Australia’s first bank and oldest

company. We were established as the Bank of NSW in Sydney

before expanding across Australia and New Zealand over the

next century.

Over that time, we continued our expansion,

acquiring several banks and growing our network

across the region. In 1982 we changed our name

to Westpac.

In 2008 we completed a merger with St.George

Bank, acquiring the brands of St.George and

BankSA and we relaunched the Bank of Melbourne

brand in 2011.

In 2021, after resetting our purpose and strategy,

we began to simplify our operations to refocus

on banking in Australia and New Zealand.

This year we exited several businesses, closed

some international operations and are working

to simplify our banking business through our

lines of business operating model. Further

simplification is expected in the year ahead.

Today we are one of the four major banks in

Australia and one of the five major banks in

New Zealand – supporting over 13.9 million

customers.

We have branches, affiliates and controlled entities

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.

WESTPAC COMPRISES SIX MAJOR DIVISIONS

Consumer

Serving consumers in Australia with a range of

banking products under the brands of Westpac,

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

Business

Serving the needs of small to medium businesses

and commercial and agribusiness customers across

Australia. This division also includes Private Wealth,

supporting the needs of high-net-worth individuals.

Westpac Institutional Bank (WIB)

Delivering a broad range of financial services to

commercial, corporate, institutional, and government

customers operating in, and with connections to,

Australia and New Zealand.

New Zealand

Delivering banking, wealth and insurance services to

consumer, business and institutional customers across

New Zealand.

Group Businesses

Comprising our head office and Australian corporate

and support functions including treasury, technology,

operations, property services, strategy, finance, risk,

compliance, legal, human resources, and customer

and corporate relations.

Specialist Businesses

Bringing together the Group’s non-core businesses

that we ultimately plan to divest. These include

superannuation, wealth platforms and investments,

Auto finance, along with our operations in Fiji

and Papua New Guinea. For part of the year, the

division included our Vendor Finance and Australian

insurance operations (General and Lenders Mortgage

Insurance) which were sold during the year. The sale

of Life Insurance and Auto finance is expected to be

completed in 2022.

2WESTPAC GROUP 2021 ANNUAL REPORT

Australia
Household deposits

2

21%

Mortgages

3

21%

Business credit

3

15%

Customers

4

12.6m

New Zealand

Consumer lending

5

18%

Deposits

5

18%

Business lending

5

16%

Customers 1.3m

$3,081m

$1,789m

($670m)

$950m

(A$ EQUIVALENT)

$9m

$193m

MARKET SHARE DATABRANDSFY21 CASH EARNINGS

1

1 See cash earnings definition on page 6 of this Report.

2 APRA Banking Statistics, September 2021.

3 RBA Financial Aggregates, September 2021.

4 Includes customers outside Australia and New Zealand.

5 RBNZ, September 2021.

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

3WESTPAC GROUP 2021 ANNUAL REPORT

2021
Year in

review

Overview

It has been another challenging year as

COVID-19, and its associated lockdowns,

continued to create uncertainty for economies

and customers.

The pandemic’s human impact has been tragic,

however the Australian and New Zealand

economies have been much more resilient than

originally expected. The combined support of

governments, regulators and the banking sector

helped to insulate these economies from the worst

of the financial impacts.

Westpac continued to help customers – individuals

and businesses – through the uncertainty with a

range of targeted financial support. We remained

open and available to customers in many branches

and processing centres, while supporting over half

of our people to work from home.

2021 has also been a year of progress for

Westpac. Our major program to strengthen our

management of risk and culture is well underway,

we’ve simplified our business and performance

has improved.

We have faced some setbacks. As we have worked

to improve our management of risk, new issues

have emerged. In addition, we have looked to

accelerate the pace of change in line with both our

own and regulator expectations. We have adjusted

our plans and are meeting the milestones we have

set ourselves – although we recognise there is still

much to do.

Our Fix, Simplify and Perform strategic priorities

are helping to frame what we do and provide

clarity for our people. As part of Fix we are

addressing our shortcomings, and dealing with risk

and legacy issues, under Simplify we are focusing

on banking in Australia and New Zealand and

making things easier for customers and our people

while Perform is our program to lift underlying

performance and returns.

HIGHS

Entered into an enforceable

undertaking with APRA,

after the regulator required

a more comprehensive risk

and culture program

Weaknesses in risk

management and culture

highlighted by Reserve

Bank of New Zealand

LOWS

Fix

CORE program

1


to strengthen risk

management and risk culture

121 of 327

activities undertaken

2

Addressed all items in

AUSTRAC’s Statement

of Claim

Substantially completed two

major advice remediation

programs. Over

$1bn paid or

offered to approximately

1 million customers

>30%

Increase in financial crime

specialists since 2019

Reduced average time

to resolve complaints to

5.4 days

from 6.5 days

84%

of complaints resolved

at first point

Remediation required

in our management

of liquidity

Additional legal cases

and investigations

by ASIC

Potential external fraud

relating to a portfolio

of equipment leases

1 Customer Outcomes and Risk Excellence.

2 Activities undertaken and submitted to independent reviewer, Promontory Australia.

4WESTPAC GROUP 2021 ANNUAL REPORT

4
non-core

businesses sold

3

3

non-core businesses

announced for sale

3

Reduced correspondent

banking group

relationships by

286

Closed

2

international offices –

a further 3 to be finalised

by the end of 2022

calendar year

Helped over

17,200

customers manage

through COVID-19

loan deferrals

4

Organisational

Health Index

74from 70

over the year

Restored growth in

Australian mortgages

Plan to reduce cost

base to

$8bn by FY24

Panorama over

$100bn

in funds under

management

284

products closed

Embedded lines of

businesses operating

model

Brought

>1,000

jobs back to Australia

Proposed sale of

Westpac Pacific was

not granted regulatory

approval

Lagged peers in

mortgage processing

via brokers

4th

Consumer NPS remains

at the bottom of the

peer group

Significant increase in

costs in FY21 related to

Fix priority spend

Significant

write-offs in our

institutional

business and

non-core assets

PerformSimplify

Multi-day BT

Panorama platform

outage disrupted

many customers

Strong common equity

tier 1 capital ratio

12.3%

$1.9bn

in new lending to

climate change

solutions

5

Women in leadership

6

50%

Largest bank lender to

greenfield renewable

energy projects in

Australia for past

7


5 years

New 5 minute digital

process to set up

deposit accounts

3 See page 21 of this Report for full list.

4 During 2021 COVID-19 lock-down, from July to September 2021.

5 ‘Climate change solutions’ definition can be found in 2021 Sustainability Appendix – Glossary available online.

6 The proportion of women 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. Senior Executive refers to the proportion of women in the

combined Group Executives and General Manager populations.

7 IJGlobal and Westpac Research data.

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

5WESTPAC GROUP 2021 ANNUAL REPORT

FY21 performance overview
In FY21, we recorded a net profit attributable to the

owners of Westpac of $5,458 million, an increase of

138% on FY20.

The higher net profit was principally due to lower notable

items and from released impairment provisions raised

in 2020 as COVID-19’s financial impact was much lower

than expected.

Notable items are larger infrequent items that we remove

when assessing underlying earnings. In FY21 notable

items were $1.6 billion, mostly related to the write-down

of intangible items (goodwill and capitalised software)

as detailed in section 3 of this Report. In FY20, notable

items were $2.6 billion including costs associated with the

AUSTRAC matter.

In FY21 there was a $3.8 billion turnaround in impairment

charges as FY20 included a significant impairment charge

reflecting the expected losses linked to the impacts of

COVID-19. In FY21 we recorded an impairment benefit as

the impact of COVID-19 has been much less than originally

expected and some impairment provisions were reversed.

Cash earnings

The table below is on a ‘Reported’ earnings basis, however

in assessing performance, we use ‘cash earnings’ – a

measure of profit determined by adjusting reported

earnings by three factors:

1.Material items that do not reflect ongoing performance.

2. Items that may not be considered when determining

dividends including the amortisation of intangible items,

treasury shares or economic hedging impacts.

3. Accounting classifications between individual

items

that do not impact reported results.

Cash earnings excluding notable items was up 33%

(see cash earnings chart on opposite page) mostly

from the turnaround in impairment charges.

Net interest income was lower, down 2%, on a cash

earnings basis. While lending improved through the year,

average interest earning assets were relatively flat and net

interest margins were 4 basis points lower from historically

low interest rates and strong competition, particularly in

mortgages.

Non-interest income was higher from an improvement

in insurance earnings while expenses were higher as we

employed more people to support our strategic priorities,

particularly Fix.

Asset quality improved over the year with stressed assets

as a percentage of total committed exposures falling

to 1.36%, from 1.91%. This ratio is still higher than pre-

COVID-19 levels. Other indicators of asset quality have also

improved including mortgage 90+ day delinquencies and

total impaired assets.

Westpac had an income tax expense of $3.0 billion for

Full Year 2021, with an effective tax rate of 36%. Including

the Bank Levy our adjusted effective tax rate was 40%.

Together, higher earnings, the 2020 final dividend being

underwritten, and the exit of non-core businesses, have

further strengthened the Group’s capital base with our

common equity tier 1 ratio of 12.3%, comfortably above

APRA’s unquestionably strong benchmark of 10.5%.

FULL YEAR

SEPT 2021

FULL YEAR

SEPT 2020

% MOV’T

SEPT 21

–SEPT 20

Net interest income16,85816,696

1

Non interest income4,3643,48725

Net operating income21,22220,183

5

Operating expenses(13,311)(12,739)4

Net profit before impairment charges and income tax7,9117,444

6

Impairment (charges)/benefits590(3,178)large

Profit before income tax8,5014,266

99

Income tax expense(3,038)(1,974)54

Net profit for the period5,4632,292

138

Profit attributable to non-controlling interests (NCI)(5)(2)150

Net profit attributable to owners of WBC5,4582,290

138

Total cash earnings adjustments (post tax)(106)318

large

Cash earnings5,3522,608

105

Add back notable items (after tax)1,6012,619(39)

Cash earnings excluding notable items6,9535,227

33

REPORTED NET PROFIT ATTRIBUTABLE TO OWNERS OF WESTPAC ($m)

Reported earnings

6WESTPAC GROUP 2021 ANNUAL REPORT

16.50
11.13

15.85

10.67

STRONG BALANCE SHEET (%)

Common equity tier 1 capital ratio

Reported Internationally comparable

Sept 19Sept 20Sept 21

12.32

18.17

2.082.042.12

NET INTEREST MARGIN (%)

Cash earnings basis

FY19FY20FY21

GROSS LENDING ($bn)

Sept 19Sept 20

441449

148152

82

78

1710

17

456

148

89

6

15

21

Sept 21

Australian

housing

Australian

business

Australian

personal

New

Zealand

Other

overseas

CASH EARNINGS FY20-FY21 ($m)

FY20Add back

notable

items

FY20

ex-notable

items

FY21

ex-notable

items

Notable

items

Net

interest

income

Non-

interest

income

ExpensesImpairment

charges

Tax

& NCI

FY21

5,227

(775)

(642)

4

3,768

(629)

6,953

(1,601)

5,352

2,608

2,619

Up 33% ex-notable items

Up 105%

2,608

2,290

5,352

5,458

6,849

6,784

WESTPAC MEASURES OF PROFIT ($m)

Reported profit Cash earnings

FY19FY20FY21

CONTRIBUTION OF NET OPERATING INCOME BY DIVISION

(%

)

Consumer

Business

Westpac NZ (in A$)

WIB

Specialist Businesses

Group Businesses

42

22

10

11

9

6

(3,178)

590

(794)

IMPAIRMENT (CHARGES)/BENEFIT ($m)

FY19FY20FY21

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

7WESTPAC GROUP 2021 ANNUAL REPORT

Dear fellow shareholders,
It has been a privilege to complete my first full year

as your Chairman. I am genuinely pleased at the

progress the Company is making in its transformation

and value creation, but equally disappointed at

current and historical issues that persist as we pursue

this journey.

Pleasingly, our earnings have recovered, our capital

position is strong, and our share price has improved.

Accordingly, we have been able to determine a higher

dividend of 60 cents for the second half, and 118 cents

for the year.

Our efforts to strengthen the balance sheet and exit

non-core businesses have created surplus capital and

enabled us to announce an off-market share buy-back

of up to $3.5 billion. The buy-back will make us more

capital-efficient while retaining sufficient capital for

growth and unplanned events.

Reported profit was materially higher in FY21, up

138%. The better result was principally due to lower

impairments and notable items. FY20 included

provisions for the AUSTRAC civil penalty, large

customer remediation-related provisions and write-

downs linked to business exits as well as large credit

impairment provisions as the COVID-19 pandemic

emerged.

Through the year we restored growth in mortgages

although we suffered margin attrition, as well as higher

temporary costs to implement the Fix, Simplify and

Perform priorities. Our main concern is the possibility

of further margin attrition should interest rates remain

low and competition remain intense. However, we

remain committed to maintaining our market position,

whilst securing a significantly reduced cost base with

our $8 billion target for 2024.

Shareholders will also recall that on my appointment as

Chair and Peter King’s as CEO last year, we announced

a comprehensive program to transform Westpac into a

simpler, more agile accountable organisation, building

on our strong domestic banking franchises in Australia

and New Zealand.

We announced plans for the exit of businesses that

were inconsistent with that focus. This program is

being executed well and is ahead of schedule. This is

radically simplifying the bank and allows for increased

management focus on our traditional core businesses.

To deliver our agenda, there is no substitute for a

strong management team. Peter King has consolidated

his position as CEO and has grown in the role. He

has overseen a significant change in the senior

management team as well as in the executives

reporting to them. I believe we now have the right

management team for the future.

The team is genuinely making progress including

moving from a heavily centralised model to a

decentralised one that is closer to customers and

where decision making is faster.

Unfortunately, with all transformation programs, as

we turn over stones, more issues reveal themselves.

We faced several issues, particularly, but not

exclusively, risk related, that continue to detract from

our reputation and performance, while also absorbing

considerable management attention, time, and

remediation cost. These issues are not acceptable for

a company of our quality and heritage.

For example, this year we entered into an enforceable

undertaking with our regulator to lift our risk

governance, while the Reserve Bank of New Zealand

has required us to remediate similar weaknesses

in our New Zealand operations. Other regulatory

investigations are also underway that highlight the

inadequacy of our past risk practices. Disappointingly,

we also uncovered a significant potential external fraud

relating to a portfolio of equipment leases and we are

investigating how that happened, and strengthening

our corresponding processes and controls. Drawing a

line under these matters is a major priority for us and

we are working towards a future where the news is

predominantly good rather than mixed.

Chairman’s

report

8WESTPAC GROUP 2021 ANNUAL REPORT

1 IJGlobal and Westpac Research data.
The challenges created by COVID-19 remained during

the year, and our teams continued to manage both its

health and economic impacts. The Board and I have

been proud of the way management has led and our

people have responded. We kept our doors open to

help customers in need and provided comprehensive

support packages. These efforts have contributed to

Australia and New Zealand’s economic resilience and

demonstrate that our purpose – helping Australians

and New Zealanders succeed – is reflected in our

actions.

While uncertainty remains around the pandemic’s

lasting impact, the rise in vaccination rates towards the

end of the year has been cause for optimism about the

path forward to economic recovery.

Operating sustainably has long been a part of

Westpac’s culture and aligns with our purpose

although expectations from the community, customers,

shareholders and regulators have been increasing

rapidly. We built on our plans during the year with the

Board approving a detailed environmental, social and

governance plan to deepen the integration of these

areas into the business.

On the topic of climate change, we are carefully

balancing our responsibility to move to a net

zero economy, while supporting customers and

the economy as they transition to a low carbon

environment. In 2021 we provided $1.9 billion in new

lending to climate change solutions and retained our

position as largest bank lender to greenfield renewable

energy projects in Australia for the past five years.

1

Diversity also remains a focus and this year we joined

the investor-led ‘40:40 Vision’ initiative to achieve

40:40:20 gender balance by 2030 for the Executive

Team. As part of this commitment we set clear interim

targets of 30% female representation by 2023 and

35% by 2027 and are tracking ahead of these targets

with an expected 36% female representation by

December this year. We have also reinforced our target

of 50% Women in Leadership – an objective we have

consistently achieved for the last 5 years.

Balancing the skills and diversity of the Board has also

been a priority. We have also agreed the target of

40:40:20 gender balance for Board members, and by

the end of calendar 2021 our female representation is

expected to be 40%.

During the year, there were changes to the Board.

Alison Deans stepped down at last year’s Annual

General Meeting (AGM), Steven Harker retired in

October, and Craig Dunn retires at this year’s meeting

in December. I would like to thank them all for their

dedication and service to the Company.

Two new Directors have joined us since last year’s

AGM, Nora Scheinkestel and Audette Exel. Both are

contributing well to the Board and committees.

Nora is an experienced company director and currently

serves on several major Australian boards. She has

experience across a range of public, private and

government entities as well as the not-for-profit sector.

Nora was an Associate Professor at the Melbourne

Business School and has been a member of the

Takeovers Panel.

Audette brings senior banking experience as Managing

Director of Bermuda Commercial Bank and as a non-

executive Director at Suncorp. She is the founder and

CEO of Adara Group and was formerly Chair of the

Bermuda Stock Exchange and a board member of the

Bermuda Monetary Authority.

I would like to thank my colleagues on the Board

and the management team for their commitment to

Westpac’s success and for their effective participation

in incredibly difficult circumstances due to COVID-19.

I also thank our employees for continuing to serve

customers both face-to-face and remotely.

Turning to the future, we are reshaping Westpac to

be a bolder, different company for our customers and

other stakeholders. We are embracing digital ways

of dealing with customers, which we expect to have

future economic benefits.

Our current view is that the Australian and New

Zealand economies will continue to do well over

the next few years, but this is partly dependent on

COVID-19 which is likely to be with us for some time,

in various forms.

At the same time, we expect that margins will

continue to be under competitive pressure. At some

point however, it is inevitable that interest rates will

rise, which would create a more favourable banking

environment.

For Westpac, we are working to lift returns as we

simplify our business, harness improved performance

from the new management team, dispose of non-core

businesses and improve capital and expense efficiency.

Together they should augur well for shareholders and

customers over the next few years.

Yours sincerely,

John McFarlane

Chairman

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

9WESTPAC GROUP 2021 ANNUAL REPORT

Dear shareholders,
2021 has been both a challenging and significant year

for Westpac, as we progress to become a simpler,

stronger bank.

Managing through the uncertainties of COVID-19 has

been a dominant feature of the last two years and our

decisions have been focused on supporting customers

whilst keeping our people safe and adapting the

way we work. During the year we improved financial

returns, continued to reshape our Company, and

maintained a strong balance sheet.

Much of our effort has been directed to strengthening

our foundations – particularly in the areas of risk

management and financial crime – as part of our

Fix strategic priority. We have made significant

progress and are now increasingly shifting our focus

to simplifying Westpac and improving financial

performance and shareholder returns.

Managing the impacts of COVID-19

COVID-19, and associated lockdowns, has disrupted

life for many of us. With the support of governments,

regulators and the banking sector, the economies

of Australia and New Zealand have proved resilient,

although the effects on individual customers have

been varied and, in some instances, devastating.

We have worked hard to support businesses and

consumers through this uncertainty. Since the onset

of the pandemic, we have provided approximately

160,000 mortgage deferrals and processed over

200,000 requests for early release of superannuation.

For businesses, we have granted over 35,000

loan deferrals, provided more than $564 million in

government guaranteed business loans and waived

certain fees.

Keeping our people safe has also been a priority.

We have introduced additional protections for those

working in branches and operational sites whilst

enabling over 20,000 employees to work from home.

We were also one of the first companies to set up

workplace-based vaccination hubs for employees

and their families and have been trialling rapid

antigen testing.

Transforming Westpac

In 2020, we announced a major change in our strategy

to focus on banking in Australia and New Zealand

and become a simpler, stronger bank. This included

a new purpose and strategic priorities, establishing a

‘lines of business’ operating model, and commencing

a program to improve our management of risk and

our culture.

Our focus in 2021 has been on implementing these

changes and embedding them in everything we do.

Our strategic priorities of Fix, Simplify and Perform

are providing clarity for the Company and we explain

these in more detail in this Annual Report.

There is much to do, but we have a clear plan and

are making progress.

Having the right executive team to lead our

transformation is critical, and over the year we

welcomed Scott Collary as our Chief Operating Officer,

Anthony Miller to run our Institutional Bank, while

Chris de Bruin is now responsible for our Consumer

and Business divisions. In 2022 we will also welcome

Shannon Finch as our Group General Counsel and

Catherine McGrath as our new CEO for Westpac

New Zealand. This will see 73% of Group Executives

new to the bank or new to the Group Executive team

since December 2019 when I commenced in the

CEO role, and I am very pleased with the calibre and

external experience I have in this team.

A key plank of our plan is the simplification of the

Westpac business portfolio. Having completed the

sale of four businesses, we have a further three sales

due for completion by the end of the 2022 calendar

year. We have also reduced our international footprint,

closing our Mumbai and Jakarta offices. Three more

international offices are expected to close by the

end of the 2022 calendar year.

Central to our plans is the digitisation of our business.

In 2021 we launched a new mobile banking app, made

better use of intelligent technologies, and improved

the stability of our infrastructure. This has been

particularly important in making banking easier and

more accessible for customers who have been in

lockdown for much of the year.

CEO’s

report

10WESTPAC GROUP 2021 ANNUAL REPORT

Looking ahead, our digitisation roadmap will help us
develop single product solutions for all our brands

supported by a common infrastructure. We now

have a new mortgage origination process with plans

underway across our other lines of business as part of

a multi-year program of work.

Our simplification program also includes consolidating

products and streamlining our processes. We retired

more than 200 products through the year and began

to optimise end-to-end processes through our lines

of business.

Our management of risk and risk culture has been

a weakness, and this was reinforced by APRA’s

review of our risk governance in late 2020. We are

addressing this through our Customer Outcomes and

Risk Excellence (CORE) program. The program has

oversight of over 300 activities which aim to improve

how risks are captured and managed, provide clarity

on risk ownership and accountability, lift the quality of

our data, and enhance oversight. We are one year into

this program, and it will remain a priority for the next

few years.

Strengthening our financial crime approach has also

been an imperative. Through the year we rebuilt our

processes, systems and practices and closed out all the

matters referenced in AUSTRAC’s statement of claim.

As with the CORE program, the end goal is to embed

financial crime risk management into everything we do.

These changes and initiatives require significant

investment, particularly in the early stages. We are

balancing this with an ambitious plan to reduce

expenses to meet our $8 billion cost target by 2024

(compared with $13.3 billion in FY21). Part of this

reduction will be from the exit of businesses, but we will

also improve efficiency by streamlining our head office

to reflect our more simplified and focused business.

We are also dealing with a range of regulatory matters,

mostly historical, and expect these to reduce next year.

Alongside these changes we are stepping up our

actions on climate change. Reflecting the increased

urgency for all our stakeholders, we have elevated

our management of climate change to a key priority.

This has been backed with Board-approved initiatives

that will strengthen our actions, accelerate our

understanding, and clarify our plans to support the

transition to a net zero emissions economy by 2050.

The success of our change program relies on our

people, and I could not be prouder of the way they

have stepped up to the COVID-19 related challenges

and embraced our transformation.

This was reflected this quarter with our OHI

(Organisational Health Index) score of 74, up 4 points

from our September 2020 baseline of 70. The OHI

is part of our culture measurement approach which

monitors our progress against our desired culture.

Performance

Full Year cash earnings increased 105% to $5.3 billion.

As the Chairman indicated, the result was due to

lower notable items and a turnaround in impairment

provisioning. The lower notable items was due to lower

write downs and lower provisioning for remediation

and litigation and reflected some large items in Full

Year 2020.

Cash earnings excluding notable items were

$7.0 billion, 33% higher this year, mostly due to the

turnaround in impairment charges. In FY20 impairment

charges were high (at $3.2 billion) as we expected a

large increase in stress linked to COVID-19. In FY21

there was an impairment benefit as some of the

increase in provisions was no longer required.

Excluding notable items, core earnings (net profit

before impairment charges and tax) were down 12%

from lower income and higher expenses. Operating

income was impacted by low interest rates, heightened

competition, and a change in the mix of mortgages

to lower spread fixed rate products. Higher expenses

were primarily due to increased resourcing for our

Fix priority.

Outlook

The economic environment remains difficult to predict.

To date, the Australian and New Zealand economies

have managed through COVID-19 well, however there

is still much uncertainty, particularly as economic

stimulus measures unwind.

For Westpac, lending demand is expected to be

sound as the economy rebounds, although net interest

margins will remain under pressure from low interest

rates and competition. Expenses are expected to be

lower as we simplify our business and work towards

our $8 billion cost target by 2024. Our asset sales will

improve our capital position however they will also

reduce earnings.

Reflecting the strength of our capital position, we

announced an off-market buy-back of up to $3.5 billion

that will reduce our share count and which is expected

to support our return metrics in the future.

It’s a privilege to lead Westpac through this defining

time and I thank our 40,000 people, management

team and Board for their commitment and passion.

I am especially grateful to shareholders for your

ongoing support and confidence as we steer the

business onto the path of improved performance.

Yours sincerely,

Peter King

CEO

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

11WESTPAC GROUP 2021 ANNUAL REPORT

This year has again been framed by the impact of
COVID-19. The economic impact of the pandemic, while

significant, has been much less than originally feared

in 2020. This reflects government stimulus measures

including payments to workers and businesses and very

low interest rates. The banking sector has also played

its part through repayment deferrals, fee waivers and

helping customers move to contactless banking.

At the time of writing, several states are emerging

from lockdown as vaccination rates have reached

target levels. While the final impact of these lockdowns

remains uncertain, it is expected that the economy will

rebound relatively quickly.

In Australia and New Zealand, banks have recovered

from the low returns of 2020. This was mostly because

the material increases in credit impairment provisions

in 2020 proved to be conservative (2021 saw relatively

low levels of customer stress) and so provisions have

been released. In addition, low interest rates have

supported increased demand for housing and higher

house prices – this in turn has contributed to higher

system credit growth.

The regulatory environment continues to bring

strong scrutiny for financial services companies and

the increasing engagement of investors and global

regulators on environmental, social and governance

issues will see a greater focus on this important area,

particularly on climate change.

Competition

Banking across Australia and New Zealand has

remained highly competitive across price, engagement

and innovation.

Low interest rates and significant market liquidity have

been the major contributors as relatively easy access

to funding has supported price-based competition for

lending across both banks and non-banks.

Digital innovation has also continued to redefine the

competitive landscape. The delivery of services and the

infrastructure used to facilitate finance and transactions

is evolving rapidly beyond the services typically

supplied by banks.

This has led to several new entrants over recent years

across home loans, business lending, buy now pay later,

personal finance and transaction services. At the same

time, some existing competitors have diverted more

resources to key sectors, particularly home lending.

An active lending broker market and new technologies

have also contributed to competition, allowing

consumers and businesses to easily compare offers

and to apply for lending faster.

Outlook

Uncertainty remains around the outlook for 2022 as

Australia and New Zealand emerge from lockdown and

government stimulus measures unwind.

That said, as the path out of previous lockdowns has

been relatively fast there is some confidence that the

economy will rebound relatively quickly and the level of

stress for both consumers and businesses is unlikely to

be a major concern.

We expect the lockdowns in Australia’s most populous

regions will continue to unwind through November and

December with most of the domestic economy to open

in the 2022 new year.

Progress with international borders is expected to be

gradual and Australia will experience challenges in

attracting back students and workers.

Given these circumstances we expect GDP growth in

Australia of 8.3% in the year to September 2022. This

reflects the strong rebound in activity following the

severe 4% GDP contraction expected in the September

quarter of 2021 when both Sydney and Melbourne were

in lockdown.

We expect the level of Australian GDP will return to its

pre-delta path by the second half of 2022 although the

losses in activity in the September 2021 quarter will not

be fully recouped.

Recovery prospects are however likely to be tempered

by shortages of skilled and unskilled labour (created by

border closures) along with supply chain disruptions.

Unemployment has been remarkably resilient through

2021, partly reflecting falls in the participation rate as

discouraged workers exited the workforce.

Despite a sharp contraction in employment following

the lockdowns in the September 2021 quarter, the

unemployment rate is expected to hold around 5%

and decline through 2022 as labour shortages persist,

despite moves to reopen international borders.

Australian house prices have risen 21% in 2021 despite

the ongoing pandemic. Low interest rates, a price

competitive financial system, and supply shortages

are driving the market. This momentum is expected

to be sustained into 2022 although APRA has already

introduced policies to slow growth and further actions

are expected in the new year.

2021 was another challenging year as we navigated a resurgence in

COVID-19, managed through lock downs and very low interest rates

and saw asset prices rise.

External environment

12WESTPAC GROUP 2021 ANNUAL REPORT

Credit growth for the Australian financial system was
5.3% for the year to September 2021 with growth

concentrated in mortgages as consumers responded

to low interest rates. In the year to September 2022,

total financial system credit is expected to grow by

6.2%. Housing credit growth is likely to reach 8.4%

while business credit growth will hold around 3%.

Personal credit, which has been in decline for some

years, is expected to fall further in 2022 as consumers

remain cautious on debt and use alternative sources of

financial credit.

Very low interest rates will continue to weigh on

banks and place pressure on net interest margins. The

Reserve Bank of Australia (RBA) has indicated that

the cash rate will not be increased until its objectives

of full employment and inflation sustained around

2.5% are achieved. While the RBA does not expect this

until 2024, Westpac is looking to early 2023 given the

positive outlook for the unemployment rate and the

likely emergence of some inflationary pressure.

The Reserve Bank of New Zealand (RBNZ) recently

increased the overnight cash rate by 0.25% to 0.5%

recognising emerging inflationary forces and a

tight labour market. We expect there will be further

increases in 2021 and 2022.

In 2022, the banking sector will increase its wholesale

funding activities given completion of the RBA’s Term

Funding Facility (TFF) and the withdrawal of the

Committed Liquidity Facility (CLF) by the end of 2022.

The CLF allowed banks to utilise internal securitisation

to meet their liquidity requirements. These

requirements will now need to be met by additional

purchases of high quality liquid assets.

Westpac outlook

In Full Year 2022, Westpac is looking to grow lending

broadly in line with its major bank peers, leveraging

the momentum built up over the last year. The level

of growth will depend on the scale of the economic

recovery in Australia and New Zealand, measures put

in place by regulators to slow mortgage lending, and

Westpac’s own performance.

Net interest margins are expected to reduce further

in the year ahead given very low interest rates, strong

competition for loans and deposits and the return to

more normal levels of term wholesale funding.

Revenue and costs (particularly non-interest income) in

Full Year 2022 will also be impacted by the completion

of sales of businesses. Over the past year we announced,

and completed, the sale of four businesses, while a

further three sales have been announced but have yet

to complete. We are also working on the sale of other

businesses in the Specialist Businesses division and

further sales may be announced in the year ahead.

In May 2021 we announced a target cost base of $8 billion

by 2024. This is an ambitious target, and we will begin to

see the impact on our costs of simplification initiatives

designed to meet this goal. This includes the further

exit of businesses, completion of activities to fix our risk

management shortcomings, business simplification and

digitisation of processes.

In the past year, we devoted significant time and

resources to improving the management of risk and

addressing legacy issues. While we have made major

inroads, costs related to this activity will likely continue

in the period ahead. In particular, some litigation and

regulatory investigations are ongoing and further costs

or fines may emerge.

In Full Year 2021, impairment charges were a benefit,

reflecting sound asset quality and the release of

provisions built up in Full Year 2020 as we prepared for

an expected rise in COVID-19 related stress. In Full Year

2022, impairment charges will likely increase with any rise

dependent on a variety of factors including the speed of

the recovery and the potential for ongoing government

support. Regardless, the Group’s provision levels are

adequate, and we are well placed to respond to any

potential increase in stress.

Having materially increased capital ratios over recent

years, we have surplus capital and have announced an

off-market buy-back. This buy-back is expected to utilise

a portion of our surplus capital and franking credits and

reduce the share count. This should help to improve the

Group’s return on equity and earnings per share while

ensuring we retain sufficient capital for growth and

uncertainties in the period ahead.

In 2022 we expect to devote additional resources to our

Simplify and Perform strategic priorities. This will include

further business sales, digitising more processes and

continuing to streamline our operations.

With a sharper focus on banking in our core markets of

Australia and New Zealand, a strong balance sheet and a

highly committed team, we are well placed to see these

plans through and improve the strength of our franchise.

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

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4 SHAREHOLDER INFORMATION

13WESTPAC GROUP 2021 ANNUAL REPORT

Our strategy supports our purpose, harnesses our strengths and refocuses
where change is required. Delivery is well underway and we are making

progress for all our stakeholders.

Our strategic priorities: Fix, Simplify and Perform, recognise our need to address

our shortcomings, reshape the business to concentrate on our core businesses

and markets, while lifting service and creating a stronger performance ethic.

This will help us to become a simpler, stronger bank.

Fix

Address outstanding issues

— Risk management

— Risk culture

— Customer remediation & pain points

— IT complexity

Simplify

Streamline and focus

the business

— Exit non-core businesses and

consolidate international

— Reduce products, simplify

customer offers

— Lines of Business operating model

— Transform using digital and data to

enhance the customer experience

Complaints driving change

Our new complaints

system is helping us resolve

customer complaints faster

and ensures they don't fall

through the cracks.

See page 19 for

more information.

Digital home loan process

Making it easier for

customers with a new

digital home loan

application process.

See page 23 for

more information.

Our values

Our five values (or HELPS)

–guide the way and help us

achieve our purpose.

HELPFUL

Passionate about

providing a great

customer experience

ETHICAL

Trusted to do

the right thing

Our strategy

14WESTPAC GROUP 2021 ANNUAL REPORT

Perform
Sustainable long-term returns

— Customer service – market leading

— Growth in key markets

— Reset cost base

— Enhance returns, optimise capital

— Strong balance sheet

— Climate change – focus on net zero

Our purpose

Helping Australians and

New Zealanders succeed.

Our focus

Banking for Australian and

New Zealand consumers, businesses

and institutional customers.

Foiling scammers

Protecting customers

from scams through

updated transaction

monitoring, training and

customer education.

See page 25 for

more information.

Stakeholder outcomes

$6.0bn paid

to employees

$580bn in

customer deposits

50% Women in

Leadership roles

$710bn in lending

1

$8.0bn total supply

chain spend

$1.6m spent towards

Indigenous-owned

businesses

Suppliers

149.4 cents

2


earnings per share

118 cents dividends

per share

Shareholders

$4.6bn mortgage

deferrals

$3.4bn paid globally in various

taxes and the Bank Levy

The economy

$10.9bn lending

to climate change

solutions

Climate Change Position

Statement and 2023 Action

Plan

Environment

$144m in community

investment

$12.1m towards Safer

Children, Safer Communities

program

Communities

Employees

Customers

1 Includes held for sale.

2 146.3 cents on a cash earnings basis.

LEADING CHANGE

Determined to make it

better and be better

PERFORMING

Accountable to

get it done

SIMPLE

Inspired to keep it

simple and easy

3 FINANCIAL STATEMENTS

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4 SHAREHOLDER INFORMATION

15WESTPAC GROUP 2021 ANNUAL REPORT

Fix
Fix is focused on addressing our

shortcomings, improving our

management of risk and culture,

reducing customer pain points and

completing historical customer

remediation.

97%

EMPLOYEES COMPLETED

RISK LEARNING MODULES

600

STATEMENTS OF

ACCOUNTABILITY HELD

BY SENIOR LEADERS

1

63%

REDUCTION IN HIGH RATED

ISSUES THAT WERE OPEN

AT THE START OF FY21

~600

IMPROVED CRITICAL

DATA ELEMENTS

Enhanced risk

dashboards

SIMPLER AND

STANDARDISED

REPORTING TO EXECUTIVE

TEAM AND BOARD

3 lines of defence

MODEL IMPLEMENTED

ACROSS RISK CLASSES

AND DIVISIONS

1 Statements of Accountability (SoA) outline the accountabilities and outcomes that leaders are required to deliver in their individual

roles. The SoA provides clarity on delegations and authorities.

16WESTPAC GROUP 2021 ANNUAL REPORT

Our CORE program
Our CORE program is central to improving our

management of risk and building a strong culture.

To become a simpler, stronger bank we are rectifying

our shortcomings at their source – and our Customer

Outcomes and Risk Excellence (CORE) program is

leading the change.

The CORE program was first established in 2020 and

expanded in 2021 to address the issues identified

by our own assessments and the findings of our

regulators. This includes the Australian Prudential

Regulation Authority’s (APRA) Risk Governance

Review, completed in December 2020, which resulted

in a court enforceable undertaking agreed with APRA.

The CORE program is a significant piece of work

comprising 19 workstreams, underpinned by

80 deliverables and 327 activities. Each activity

progresses through the three stages of ‘Design,

Implement and Embed’. 80% of the Design activities

are now complete with 95% expected to be reached

by the end of the calendar year. At 30 September

2021, 121 of the 327 activities had been undertaken

and submitted to the independent reviewer.

More than a set of activities, the CORE program is

focused on achieving sustained improvement in our

risk management effectiveness, and real outcomes

including:

—A strong culture where accountability is clear

—Effective end-to-end risk management resulting

in better customer outcomes

—A three lines of defence model where everyone

is clear on their accountabilities and understands

their role in identifying and managing risk

—Better insights, underpinned by high quality data

—Stronger risk oversight and better execution.

The quarterly reports of the CORE program’s

independent reviewer, Promontory Australia, are

being provided to APRA and released publicly every

six months.

Strengthening our management

of risk and risk culture through

our CORE program.

A stronger risk culture

Creating a strong risk culture is an important objective

of the CORE program. Our people must more

proactively identify and manage risks, and work in

an environment where they feel safe to speak up. We

have updated our Code of Conduct, strengthened

our whistleblower protections, and amended our

performance management framework and recruitment

approach. We are building the right workforce based on

their values and behaviours.

Transforming these values and behaviours into a

stronger culture must start at the top. Our senior

leaders are expected to be role models in their attitudes

and actions if we are to deliver genuine change. While it

is early in the program, we are seeing improved results

in our employee surveys and our leaders’ actions.

CHANGE STARTS AT THE TOP

Culture change initiatives for our most senior

leaders have included:

—Refreshed Code of Conduct and

incorporated new behaviours in our

performance management framework.

The roll-out of our Code of Conduct has

been driven by our leaders

—Statements of Accountability for the Group’s

top 600 leaders

—Leadership Culture Development training

program for 500 of our most senior

leaders to clarify the mindsets, skills

and behaviours required

—Leadership dashboards incorporate new

behaviours and are more transparent.

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

17WESTPAC GROUP 2021 ANNUAL REPORT

Rebuilding our management of financial
crime risk

Over the past 18 months, we have rebuilt our approach

to financial crime. This program has been extensive,

including elevating the Financial Crime, Compliance &

Conduct function, with the Group Executive reporting

directly to the CEO, and increasing the number

of financial crime specialists by around one-third

since 2019.

The rebuild has included upgrades to our technology,

dedicating more resources to controls and transaction

monitoring, and new training to increase the

understanding of financial crime risk throughout

the Group.

This transformation is part of a significant multi-year

program of work aimed at improving Westpac’s

management of financial crime risk, including

addressing issues highlighted in the civil proceedings

commenced by AUSTRAC against Westpac on

20 November 2019 in relation to alleged contraventions

of the Anti-Money Laundering and Counter-Terrorism

Financing Act 2006. These civil proceedings were

settled in 2020.

Our program has now addressed all the matters

referenced in AUSTRAC’s Statement of Claim and

remediated over 350 issues.

These activities have materially improved our ability

to detect and report potential financial crime. On the

back of these steps, we are working to embed our

new financial crime approach in everything we do.

Fix

OUR ‘SHOULD WE?’ TEST

This year we incorporated the ‘Should We?’ test

into our Code of Conduct to help our people

make decisions and encourage them to speak up.

After ensuring an issue complies with law

and regulation as well as Westpac’s policies,

processes, and guidance, we encourage our

people to ask these ‘Should We?’ questions:

—Am I sure it helps us to fulfil our purpose,

values and behaviours?

—Am I sure it helps us achieve each of our

Code of Conduct outcomes?

—Are we doing the right thing for our

customers, communities as well as

shareholders now and in the long term?

—Would I feel comfortable if I had to tell

my manager or my family or friends?

40,000+

HOURS OF FINANCIAL CRIME AWARENESS TRAINING

DELIVERED IN FY21

60

TRANSACTION MONITORING RULES UPDATED

OR NEWLY IMPLEMENTED

UPGRADED TRANSACTION SCREENING SOFTWARE

AND SETTINGS TO BETTER DETECT REPORTABLE

CUSTOMER ACTIVITY

18WESTPAC GROUP 2021 ANNUAL REPORT

Improving the way we identify,
manage and resolve complaints.

Putting things right for customers

We get things wrong from time-to-time and when

we do, we want to put it right. We are carrying out

remediation programs to resolve historical issues.

We put things right for approximately one million

customers by paying or offering more than $1 billion in

compensation in 2021, and have paid over $1.5 billion

across all programs to date. We have substantially

completed payments associated with the two largest

financial advice programs.

Resolving customer pain points

A significant component of our Fix agenda has

been to remove obstacles standing in the way of

great customer experiences. We are removing these

customer pain points by improving our management

and mitigation of complaints.

We continue to embed a culture where frontline

teams own and resolve complaints for customers at

first point. Our new digital complaints management

system guides bankers on resolutions to create

more consistent outcomes, our Artificial Intelligence

complaints bot assists bankers to solve complaints in

the moment and automated system controls ensure

compliance. In addition, we’ve made the complaints

process more accessible for customers with new tools

and resources, such as Easy English Guides and Auslan

translation videos. These changes are contributing to:

—Reduced average time to resolve complaints

to 5.4 days in Full Year 2021, from 6.5 days in

Full Year 2020

—84% of complaints are resolved at first point

—Addressing the top three complaint pain points,

implementing 113 improvement initiatives

—Through driving our culture of encouraging

complaints and improving logging behaviour,

total number of complaints increased 33% over

the year.

Resolving complaints faster is contributing to a better

customer experience and is reinforcing a culture where

employees own and act upon complaints faster.

COMPLAINTS DRIVING CHANGE

Our new digital complaints management

system allows employees to manage and own

every complaint – improving the experience

for customers. By analysing the system’s data,

we identified over 400 improvements to our

products, services, and processes to reduce

customer pain points and fix issues before they

impact others.

For example, an out-of-service 1300 number was

mistakenly included in a customer letter. After

a customer called to complain about the error

and it was logged, our complaints team fixed the

issue before the same letter was sent to a further

13,000 customers.

One new system supports faster complaint

resolution and ensures customer complaints

do not fall through the cracks.

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

19WESTPAC GROUP 2021 ANNUAL REPORT

Simplify
Simplify is about returning to

our core business of banking

in Australia and New Zealand,

exiting non-core businesses and

consolidating our international

footprint. It also includes making

banking easier for customers by

rationalising our products and

simplifying processes via digital.

284

PRODUCTS CLOSED

BROUGHT

>1,000

JOBS BACK TO AUSTRALIA

20WESTPAC GROUP 2021 ANNUAL REPORT

A simpler bank
To become a simpler bank, we are exiting non-core

businesses and consolidating our international footprint.

In 2020, we established our Specialist Businesses

division to bring together the businesses we plan to

exit. This year, we completed four business sales and

exited two investments in Zip Co. and Coinbase Inc. In

addition, we have announced the sale of three more

businesses and expect to complete these sales by the

end of the 2022 calendar year.

In December 2020, we also announced the sale of

our Westpac Pacific business, however following the

decision by Papua New Guinea’s Independent Consumer

and Competition Commission to deny authorisation

for the proposed acquisition, the parties agreed to

terminate the relevant sale agreements. We will continue

to operate our Fiji and PNG operations and support our

Pacific customers while considering other options.

Together, the businesses sold have added around 34

basis points to the Group’s common equity tier 1 capital

ratio, while businesses scheduled for sale are expected

to add a further 29 basis points once completed.

During the year, we began the consolidation of our

international presence by closing offices in Mumbai and

Jakarta. We are currently underway with the closure of

our Beijing, Shanghai and Hong Kong offices, which we

expect to complete by the end of the 2022 calendar

year. We will support customers in Asia from our

Singapore office.

Our major institutional offices outside of Australia and

New Zealand include Singapore, London and New York

and we are in the process of opening a Frankfurt office

to support customer relationships in Europe.

Embedding our new operating model

Last year we introduced our Lines of Business operating

model, restructuring our business along major customer

offerings. This model creates better end-to-end

responsibility for product lines and is allowing us to

simplify processes.

Our focus through the year was to embed the model

across our Australian businesses. This included

delegating more responsibility to each line of business

and continuing to map and refine end-to-end processes.

For example, in our mortgage line of business, we have

made over 70 changes to simplify processes and speed

up approval times for customers.

Implementation of the lines of business operating model

is underway in New Zealand.

Returning to our core business of

banking in Australia and New Zealand

and simplifying everything we do.

OUR LINES OF BUSINESSES

Consumer Business

Institutional

Specialist BusinessesNew Zealand

Status of Implementation:

Consumer & Small Business

Customer Engagement

Mortgages

Consumer Finance

Cash & Transactional

Banking

Business Lending

Financial Markets

Global Transaction

Services

Corporate and

Institutional Banking

Insurance

Specialist Finance

Platforms, Investment

and Operations

Super

Treasury

Consumer Banking

and Wealth

Corporate and

Institutional Banking

Commercial

Relationships

Private

Wealth

CompleteFinalising interfacesScoping support interfaces

Businesses/investments soldCompleted

Zip Co. Ltd.

Oct 2020

Coinbase Inc.

May 2021

General Insurance

Jul 2021

Vendor Finance

Jul 2021

Westpac LMI

Aug 2021

Westpac NZ Wealth Advisory

Dec 2020

Announced sale

Completion expected

Motor Vehicle Finance

First half of 2022

Westpac NZ Life Insurance

First half of 2022

Westpac Life Insurance

Second half of 2022

PROGRESS ON PORTFOLIO SIMPLIFICATION

3 FINANCIAL STATEMENTS

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4 SHAREHOLDER INFORMATION

21WESTPAC GROUP 2021 ANNUAL REPORT

Simplify
Migrating more activity to digital means making it

available to customers when they choose to bank.

It’s a faster, easier, and more intuitive digital customer

experience. It is also simpler for customers and the

bank.

Our technology roadmap sets out our pathway to

transform our technology to a modern single multi-

brand environment, from the multiple systems we

currently operate. Key steps in this change include

reducing the number of products and services we offer

and streamlining our processes. Fewer products and

clearer processes help to optimise the change required.

Harnessing digital to make things simpler

COVID-19 has accelerated society’s move to digital

and customer trends over the year reflect this. From

online shopping to banking, since September 2020

the number of digitally active customers rose to

5.24 million and digital transactions increased to

316 million, up 3% and 14% respectively.

Given more banking can be completed online – and

due to lockdowns – we are seeing fewer physical

transactions and services. Over the year, ATM

transactions were down 15% and over-the-counter

transactions in branches and call centre volumes fell

7% and 11% respectively. The use of cash and cheques

has also declined.

TRANSFORMING TECHNOLOGY UNDERPINNED

BY FOUR PRINCIPLES:

End-to-end, insight-led digital

experiences – designed for both

customers and employees.

Simplified and digitised processes

designed to be instant.

Modular technology – designed to

easily evolve.

Digital to

the core

Automation

Built to

change

Evergreen

technology

Systems built with embedded

continuous currency. Designed to be

secure, enduring and available.

Create leading

digital experiences

—Completed roll-out of new Mobile Banking app for Westpac

—New insights engine to provide right time and personalised

insights to customers

Seeking to build

world-class data

platforms

—Moved our data platform to the latest cloud technology

—Open banking enabled for our major brands

Create flexible

platforms focusing on:

1.Mortgages

2.Business lending

3.Transaction services

4.Payments

—Completed the roll-out of customer service hub – new mortgage

origination platform for all major brands

—New, simple, cloud-based Banking as a Service (BaaS) savings

and transaction products based on the 10X platform

Flexible bank

platforms

Data

Digital

DIGITAL FOCUS AREAS AND 2021 PROGRESS

22WESTPAC GROUP 2021 ANNUAL REPORT

NEW DIGITAL HOME LOAN EXPERIENCE
Our end-to-end digital mortgage application

process is making it easier and faster for customers

to apply for a home loan and to track its progress

along the way. Launched in December 2020, the

new process is paperless, allowing documents to

be uploaded and once approved, loan offers can

be accepted online. Customers can also request

help along the way with customers and bankers

all having access to the same information. Moving

to digital is freeing up our people to spend more

valuable time with customers. Westpac Home

Finance Manager, Rebecca, received a home loan

application late one Friday afternoon. Instead of

preparing paperwork in the branch, the customer

completed the digital application over the weekend

and met with Rebecca on the following Monday

morning – the same day the loan was approved.

PRODUCT SIMPLIFICATION FOR SELECT PRODUCT LINES

1

– FY21 VS FY20

Sep 20Sep 21

339

329

161

68

109

47

Cash & Transactional

Banking

2

MortgagesConsumer Finance

221

195

New Zealand

1 Includes both products for sale and products not for sale.

2 Includes cash management.

We continued to strengthen our technology,

simplifying and increasing reliability. In 2021,

developments included:

—Launched a state-of-the-art integrated command

centre helping us to more quickly identify and

respond to issues

—Upgraded branch network, improving bandwidth

by ten-times, reducing operating costs by 50%

and increasing transaction speed

—Decommissioned 116 applications to simplify our

technology

—Two thirds of infrastructure services (networks,

servers, workplace technology) have shifted to

evergreen models.

Stability of our infrastructure has also improved with a

reduction in major technology incidents from 51 to 31

over the year, while delivering and executing 19% more

changes.

Fewer, simpler products

Creating an easier and more streamlined experience for

customers is a vital aspect of our simplification agenda.

Over many years we became complex with too many

products, too many manual process variations, and

an excessive number of fees. This complexity added

risk, increased cost, and made it difficult for both our

employees and customers.

To better serve customers, we are working to simplify

fees and processes. Over the year we removed

284 products and associated fees across consumer

and business banking.

The chart below illustrates the reduction over the

year in select products. In addition, in WIB we exited

or restricted 286 correspondent banking group

relationships. In our Specialist Businesses division, we

migrated over $56 billion in funds from the BT Wrap

platform to BT Panorama and completed the migration

of Advance Retirement Suite members to BT Super,

which resulted in 3,070 accounts and $209 million

in funds management transferred.

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

23WESTPAC GROUP 2021 ANNUAL REPORT

Perform
Perform is growing our

customer franchise through

great service, sharpening our

focus on returns, and resetting

the cost base. A strong balance

sheet and engaged workforce

forms the foundations of our

performance. We are also

focused on responding to

climate change and building the

pathway to support a net zero

emissions economy by 2050.

$4.6bn

HOME LOAN DEFERRALS

WITH 10,500 CUSTOMERS

SUPPORTED

$135m

BUSINESS DEFERRALS

WITH 2,600 BUSINESSES

SUPPORTED

327

INTEREST FREE

TEMPORARY OVERDRAFTS

TO SMALL BUSINESS

CUSTOMERS

209

BUSINESS COVID-19

GRANTS AT A TOTAL

VALUE OF $627,000

Supporting customers

1

1 During 2021 COVID-19 lock down, from July to September 2021.

24WESTPAC GROUP 2021 ANNUAL REPORT

Committed to helping
Our purpose – helping Australians and New Zealanders

succeed – guides what we do. It was reaffirmed

over the year as we continued to support customers

through the challenges posed by the pandemic.

COVID-19 has impacted customers in a variety of

ways. For individuals and businesses in difficulty, we

provided targeted support. This included repayment

deferrals, fee waivers and special loans or overdrafts

for business.

Our people have remained resilient and dedicated

in the face of uncertainty. They have overcome

disruptions to their own working arrangements

and remained focused on supporting customers. In

addition, our people have also helped customers with

contactless banking, to better manage their finances

and protected them from scams.

Our people have embraced the changes underway

across the Company, as reflected this quarter by the

lift in our Organisational Health Index score (OHI) up

4 points to 74 from our September 2020 baseline

of 70.

Strong employee commitment and engagement

are the foundation for improved service and this

improvement positions us well for the period ahead.

Our people have worked hard to

support customers through another

challenging year.

14

VACCINATION HUBS

1,430

RAPID ANTIGEN TESTS

ADMINISTERED

3,140

PARTICIPANTS IN

VACCINATION PROGRAM

+20k

EMPLOYEES WORKED

FROM HOME

Supporting employees

PROTECTING CUSTOMERS FROM SCAMS

In the past year, the number of scams reported

by customers doubled. From cons based on

investments, buying and selling, and email

compromise – scams are becoming more

sophisticated and can be devastating for victims.

Through our transaction monitoring, training

and customer education, we’re helping to

protect customers from scams.

In our Westpac Strathpine branch in Queensland,

Branch Manager, Rachel, has seen first-hand the

impact of scams. She recently helped a customer

who was the victim of a telecommunications

scam.

"Ray*” came to the branch and was very

distressed. We sat down and he explained what

had happened. I contacted our Scams Assist

team who had thankfully blocked his account

after detecting unusual activity," said Rachel.

The scammer claimed he was calling from

Ray’s internet provider and gained access to

his computer and online banking. Over $3,500

was transferred from Ray’s account triggering

several fees.

Rachel worked with our specialist Scams team to

halt the transfers, recover his funds, and reverse

the fees. She also took Ray through a checklist to

help him spot future scammers.

“Recovering Ray’s funds was an incredible relief

and as a token of his appreciation, he donated

some of the money to the Westpac Foundation,”

said Rachel.

“Helping customers through times like these is

the most rewarding part of my job”.

*Customer’s name has been changed

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

25WESTPAC GROUP 2021 ANNUAL REPORT

Perform
A better experience for customers

Our customer satisfaction rankings have been

challenged by the need to address our shortcomings

and the impacts of the pandemic.

Our primary measure of customer satisfaction is

the Net Promoter Score

1,2

(NPS) and while our score

improved over the year to -3.3 from -6.9, our rank

for Westpac remains at the lower end of peers.

Encouragingly, the trend has been improving and

our St.George brand scores are ahead of the major

banks but further improvement is required. Our

scores partially reflect lower service levels, as we

were not able to increase resourcing fast enough to

meet increased COVID-19 related demands. They also

reflect negative sentiment around branch closures

and regulatory actions on historical matters.

To help improve service, we have boosted our front-

line teams, and brought back over 1,000 roles to

Australia in key contact and processing roles. As part

of our Fix and Simplify agendas, we are addressing the

root causes of service issues. This includes working

to resolve customer complaints faster, simplify key

processes and improve the customer experience

through digital.

#3

Business Banking

NPS ranking

1,3


#5

New Zealand

Consumer and

Business Banking

NPS rankings

4,5

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

business banking. Net Promoter Score

SM

is a trademark of Bain & Co Inc., Satmetrix Systems, Inc., and Mr Frederick Reichheld. Using a

11 point numerical scale where 10 is ‘Extremely likely’ and 0 is ‘Extremely unlikely’, Net Promoter Score is calculated by subtracting the

percentage of Detractors (0-6) from the percentage of Promoters (9-10).

2 Source: DBM Consultants Consumer Atlas, August 2020 and August 2021, 6MMA. MFI customers.

3 Source: DBM Consultants Business Atlas, 6 months to August 2021. MFI customers, all businesses.

4 Source: 3 month rolling Retail Market Monitor data (survey conducted by Camorra Research). Respondents are asked about likelihood

to recommend their main bank to family and friends on a scale of 1 (extremely unlikely) to 10 (extremely likely). Net Promoter Score is

represents % of Promoters (recommend score of 9 or 10) minus % of Detractors (recommend score of 1 to 6).

5 Source: 6 month rolling Business Finance Monitor data (survey conducted by Kantar TNS among businesses with an annual turnover

of $5 to $150 million). Respondents are asked about likelihood to recommend their main business bank to business colleagues and

associates on a scale of 1 (extremely unlikely) to 10 (extremely likely). Net Promoter Score is represents % of Promoters (recommend

score of 9 or 10) minus % of Detractors (recommend score of 1 to 6).

Improving service is a priority.

SUPPORTING VULNERABLE CUSTOMERS

We have specialist teams that support customers

through tough times – like divorce and losing a

loved one – and through domestic and family

violence, elder abuse and scams. Over the

year, 33,400 cases were escalated through

our specialist vulnerability teams. Over 81,000

applications for financial assistance packages

were approved for customers experiencing

financial hardship.

Some initiatives include:

—Piloting a savings buffer of at least $100 a

month to help mortgage customers who

seek hardship support when they are in

financial difficulty. Financial Counselling

Australia welcomed the initiative, which has

now been included in the Australian Banking

Association’s financial difficulty guidelines.

—Stopping threatening and abusive messages

attached to payments. A bank account is no

place for abuse, and over 700 warnings and

suspensions have been issued to customers

who sent abuse via digital banking.

—Introducing in-app functionality for our

customers to block gambling transactions on

eligible credit and debit cards across all brands.

The block has been applied to over 30,000

cards.

26WESTPAC GROUP 2021 ANNUAL REPORT

Restoring growth in our core businesses
Restoring mortgage and business lending growth

was a major focus this year and we are building

momentum in both areas.

We reached our target to grow mortgages in line with

the major banks in the second half of the year. Through

the year we employed more mortgage bankers,

addressed key processing bottlenecks, and ensured

our pricing was responsive to the competitive pressure

in the market.

A key element of this turnaround has been the

establishment of our Mortgage line of business.

With clearer end-to-end accountability for key

processes, this business has been able to make faster

and more targeted decisions to support growth.

Growth in total Australian business lending across

the industry was 4.6% for the year to September 2021

compared to 1.9% over the prior year.

We are making progress in business lending. In

Australia, business and institutional lending was up

1% over the year and was 4% higher over the last

six months.

While momentum has improved, additional

opportunities remain. This includes further process

improvements and directing more of our people from

programs designed to resolve issues to front-line

customer roles.

Strong balance sheet and improved

capital efficiency

In banking, strong financial foundations across capital,

liquidity and funding are paramount. We ended this

financial year with a common equity tier 1 capital

ratio of 12.3%, which was comfortably above APRA’s

unquestionably strong benchmark of 10.5%. We had

$9 billion in capital above this benchmark. This

strength has supported the determination of a 60 cent

per share dividend and enabled us to announce an

off-market buy-back of up to $3.5 billion.

The buy-back will help us to optimise our capital base

for the more focused business we are becoming,

helping to improve per share metrics and future returns.

Cost reset

Digitisation and low interest rates are changing

the banking industry and its returns. To remain

competitive, we need to reduce costs. In May 2021, we

set a cost target of $8 billion in expenses by 2024. This

is an ambitious target given costs in 2021 were more

than $13 billion.

Part of the cost reduction will be putting behind us

significant remediation expenses and business write-

downs. Costs will also be lower as we exit businesses.

The final gains to reach our target are expected to flow

from simplifying our operations and reconfiguring our

head office to reflect our more focused business.

Elevating climate change action

Westpac has focused on climate change for many

years. This year, we made a significant addition to our

strategic priorities – elevating climate change as part

of our Perform priority. Its importance to investors,

customers and society more broadly has accelerated,

and it was therefore appropriate to recognise in our

major priorities. This includes explaining how we are

supporting the transition to a net zero economy.

Climate forms part of our broader environmental,

social and governance agenda, and we recognise that

managing climate-related risks and opportunities is

vital to the long-term sustainability of our Company.

We were the first Australian bank to release a

climate change position statement in 2008. In 2015

we supported the Paris Agreement and in 2017 we

committed to managing our business in line with the

Paris Agreement and the need to transition to a net

zero emissions economy by 2050.

AUSTRALIAN GROSS MORTGAGE MOVEMENT ($bn)

(3.5)

1H202H201H212H21

(4.7)

2.6

12.0

xx

AUSTRALIAN GROSS MORTGAGE MOVEMENT ($bn)

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

27WESTPAC GROUP 2021 ANNUAL REPORT

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.

We are committed to managing our business in alignment

with the Paris Agreement and the need to transition to a

net zero emissions economy by 2050.

As a major financial institution, we recognise that we have

an important role to play in supporting customers and

communities in transition, through providing products

and services.

This year, we continued to deliver on our Climate Change

Position Statement and 2023 Action Plan (Climate

Action Plan) while recognising the significant increase

in the importance of climate change to our business

and stakeholders. This includes:

—Helping customers and communities respond to

climate change

—$15 billion target in new lending to climate change

solutions by 2030

1

—Aiming to reduce our exposure to thermal coal

mining to zero by 2030

—Financing of electricity generation sector to support

Paris-aligned transition pathways to a net zero

emissions economy by 2050

—Sourcing equivalent of 100% of Westpac’s electricity

consumption through renewable energy sources

by 2025.

Below is a summary of major developments this year,

and further detail can be found in the Climate Change section

of our 2021 Sustainability Supplement.

Developments on governance and oversight

of sustainability matters

—Established a CEO-led Group ESG and Reputation

Committee that will oversee our Climate Action Plan

and wider ESG agenda. The Committee meets at least

four times a year

—During the year the Board:

• attended a workshop led by industry experts on climate

change risks, and related Directors’ responsibilities

• reviewed our Climate Action Plan progress as part of its

six-monthly sustainability strategy update

• endorsed extra resources to support our Climate

Action Plan.

Climate

change

1 Over time period 2020 to 2030.

2 IJGlobal and Westpac Research data.

3 Includes Westpac Group operations in Australia, New Zealand, United Kingdom and Pacific. 2021 is the first year Westpac is reporting market based emissions to account

for renewable energy investment. The base year of our Scope 1 & 2 and Scope 3 Supply Chain GHG reduction targets is calculated applying the location-based accounting

method. Historic location-based data is used as a proxy for a market-based method, as electricity supplier emission factors or residual emission factors for some

international operations are not available.

IN NEW LENDING TO CLIMATE

CHANGE SOLUTIONS

Strategy

Progress on our Climate Action Plan and how we are

helping our customers transition, included:

$1.9bn

LARGEST BANK LENDER TO GREENFIELD

RENEWABLE ENERGY PROJECTS

IN AUSTRALIA FOR PAST FIVE YEARS

2

ELEVATED CLIMATE CHANGE RESPONSE

TO A COMPANY-WIDE STRATEGIC

PRIORITY

CONTINUED TO DEVELOP PARIS-

ALIGNED FINANCING STRATEGIES AND

PORTFOLIO TARGETS FOR SECTORS

REPRESENTING THE MAJORITY OF OUR

FINANCED EMISSIONS, WITH A FOCUS

DURING THE YEAR ON OIL AND GAS,

METALS AND MINING SECTORS

PARTICIPATED IN A RANGE OF INDUSTRY

FORUMS INCLUDING THE UNITED

NATIONS ENVIRONMENT PROGRAMME

FINANCE INITIATIVE PRINCIPLES FOR

RESPONSIBLE BANKING AND THE

AUSTRALIAN SUSTAINABLE FINANCE

INITIATIVE

REDUCED SCOPE 1 & 2 EMISSIONS

3


BY 58% AGAINST A 2016 BASE YEAR

AND 43% AGAINST 2020

ADVANCED WORK TO UNDERSTAND

HOW BEST TO SUPPORT AGRIBUSINESS

CUSTOMERS TO MANAGE CLIMATE RISK

28WESTPAC GROUP 2021 ANNUAL REPORT

Developments on Risk Management
—Continued to embed sustainability and climate risk

management in the Group’s Risk Management Framework,

and aligned with the Three Lines of Defence model

—Worked to manage transition and physical risks across

key loan portfolios – overseen by the Climate Change

Financial Risk Committee

—Continued to support our existing thermal coal mining

customers, managing our portfolio in line with a

commitment to reduce our exposure to zero by 2030

—Continued to participate in APRA’s Climate Vulnerability

Assessment

—Continued to build our understanding of physical risk in

agribusiness and residential mortgage portfolios.

Metrics and targets

Further detail on climate metrics and targets is in

our Sustainability Supplement.

Looking ahead

In 2022, we will continue developing Paris-aligned financing

strategies and portfolio targets, particularly for sectors

representing the majority of our financed emissions. We

will work with customers and industry experts. The analysis

will consider a range of factors, including the IPCC Sixth

Assessment Report, the IEA’s Net Zero by 2050, A Roadmap

for the Global Energy Sector Report, as well as the impact on

the bank and customers, including in hard-to-abate sectors.

BUILDING OUR UNDERSTANDING OF TRANSITION CLIMATE RISKS

We seek to engage customers, particularly those in the most emissions intensive and climate-vulnerable

sectors, to develop financing strategies to support their response to climate change impacts. We seek to

provide our business customers

1

with a range of innovative sustainable finance structures including green

deposits, green bonds and sustainability-linked loans.

This year, we undertook further analysis to understand our Scope 3 financed emissions, which estimates that:

—manufacturing, utilities and mining are the sectors

2

with the highest emissions intensity per dollar lent

—the majority of our lending is to relatively low-emissions intensity sectors such as property and residential

mortgages.

ENERGY SECTOR VALUE CHAIN

Lending to the energy sector value chain

3

can be described

in the categories below. Overall, we saw a decrease in

exposures to non-renewable energy sectors and an increase

in exposures to renewable energy over the year.

1 Customers from our Institutional, Corporate and Commercial segments.

2 Manufacturing includes primary metal production and petroleum refining. Utilities includes electricity generation. Mining includes coal, oil and gas extraction.

3 All figures are Total Committed Exposures (TCE) at 30 September 2021 for WIB only.

4 For oil and gas extraction customers with LNG terminal operations, the exposures to LNG terminals is reported in the Transport category.

5 Coal exposures within diversified miners are apportioned by the percentage EBITDA contribution of coal in their latest annual financial statements. Thermal coal exposures

in diversified miners is immaterial.

6 Australia and New Zealand only. Customers with operations across several sectors are attributed across those activities based on business segment contribution.

7 Other mining includes iron ore, metal ore, construction material, exploration and services.

8 Thermal coal mining is 43% of coal mining exposure (WIB only).

LENDING TO ELECTRICITY GENERATION AUS & NZ (%)

LENDING TO ELECTRICITY GENERATION

AUSTRALIA AND NEW ZEALAND

(%)

0.5

RENEWABLENON-RENEWABLE

0

10

20

30

40

50

60

70

80

90

100

20212020201920182017201620152014201320122011

The share of renewables in our lending to the electricity sector

has increased to 79%.

Total mining is 0.75% of Group TCE, lending to coal mining is

0.05% and lending to oil and gas extraction is 0.21% of Group TCE.

COAL MINING –THERMAL

AND METALLURGICAL

8

OIL AND GAS

EXTRACTION

OTHER MINING

7

TOTAL

9.7

10.7

10.5

9.0

8.4

5.3

5.4

6.1

5.5

5.7

3.8

3.9

3.6

2.4

2.8

0.6

1.4

0.8

0.5

0.5

MININGEXPOSURE

($bn)

20172018201920202021

MINING EXPOSURE ($bn)

Oil and Gas

Extraction

4

FY21 $1.84bn

FY20 $2.22bn

Exploration

FY21 $0.33bn

FY20 $0.56bn

Coal

Metallurgical coal

FY21 $0.29bn

FY20 $0.21bn

Metallurgical

coal in diversified

miners

5


FY21 $0.02bn

FY20 $0.03bn

Thermal coal

FY21 $0.22bn

FY20 $0.30bn

Uranium

FY21 $0.08bn

FY20 $0.03bn

LNG Terminal

FY21 $0.52bn

FY20 $0.57bn

Coal

Rail

FY21 $0.30bn

FY20 $0.28bn

Port

FY21 $0.32bn

FY20 $0.44bn

Gas

FY21 $0.58bn

FY20 $0.67bn

Black coal

FY21 $0.19bn

FY20 $0.27bn

Brown coal

FY21 $0.03bn

FY20 $0.03bn

Liquid fuel

FY21 $0.12bn

FY20 $0.12bn

Hydro

FY21 $1.26bn

FY20 $1.30bn

Other

renewables

FY21 $2.23bn

FY20 $1.89bn

Electricity

and Gas

Networks

FY21 $3.80bn

FY20 $4.53bn

Retailers

FY21 $1.01bn

FY20 $0.77bn

Oil and Gas

FY21 $2.10bn

FY20 $1.32bn

Mining and

extraction

Oil and gas

refining

FY21 $0.58bn

FY20 $2.02bn

Electricity

generation

6

Transport

Distribution

and retail

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

29WESTPAC GROUP 2021 ANNUAL REPORT

Human
rights

We are committed to respecting human

rights through our business and activities,

including as a financial services provider,

purchaser of goods and services,

employer, and supporter of communities.

Our third Human Rights Position Statement and 2023

Action Plan (Human Rights Action Plan) sets out the

principles that guide our approach.

Our Human Rights Action Plan commits to 19 actions that

are underpinned by a commitment to respect human

rights as set out in the UN Guiding Principles on Business

and Human Rights. Under these actions we review our

salient human rights issues annually to help prevent,

mitigate and account for any adverse human rights

impacts, and to inform our areas of focus.

This year’s review highlighted the need to continue

supporting customers and employees through the

impacts of COVID-19, as well as focusing on rights

of Aboriginal and Torres Strait Islander peoples,

privacy, workplace diversity and discrimination, human

rights grievance mechanisms, and modern slavery.

Actions included:

—Improved our management of privacy risks by

enhancing our policies, processes and systems, and

through updated training to lift the understanding of

our employees of the requirements and risks

—Launched our Access and Inclusion Plan 2021-2024

to set out our actions for enhancing inclusion and

accessibility practices

—Expanded our mental health support for employees

in responding to the pandemic with a new mental

health plan

—Updated our Responsible Sourcing Program to

strengthen management and monitoring processes,

to address ESG risks in our supply chain and take

action to raise awareness in our supply chain of

Speaking Up channels

—Conducted training with natural resources teams

on Indigenous consent

—Published our fifth Modern Slavery Statement,

and the first under the requirements of the

Modern Slavery Act 2018 (Cth).

For further information on our salient human rights

issues and specific management actions, please see

our Sustainability Supplement.

TAKING ACTION ON MODERN SLAVERY

We published our first statement under the Modern

Slavery Act 2018 (Cth) in March 2021. This statement

was also in accordance with the Modern Slavery

Act 2015 (UK). This was recognised by the Monash

University Centre for Financial Studies as among

the strongest for disclosure quality amongst the

S&P/ASX 100.

Modern slavery is a challenge that no one

organisation can solve alone. Cross industry

collaboration through sharing of information and

resources can help to drive effective change and

reduce instances of modern slavery across industries.

As part of our Safer Children, Safer Communities

program, this year we partnered with the

International Centre for Missing and Exploited

Children (ICMEC). ICMEC’s work focuses on the

development of capability and technology tools

across and within jurisdictions, working with diverse

stakeholders across the area of child protection

law enforcement and regulatory partners, private

industry, the education community, primary

healthcare and the medical profession and civil

society partners.

Our partnership, which builds on scoping and

discovery work conducted in FY20, aims to drive

cross-industry data and knowledge sharing to better

detect, monitor, report and prevent the use of the

Australian payments platforms being used to process

payments that relate to Child Sexual Exploitation

(CSE). Modern slavery includes the worst forms

of child labour, including the commercial sexual

exploitation of children. The three-year $25 million

data-sharing and innovation grant, managed by

ICMEC, will be used to design, build, deploy and

maintain a platform and analytic tools to aggregate

insights and data from multiple industry participants

to help identify perpetrators of Online Sexual

Exploitation of Children (OSEC).

This is one way that we may provide for or cooperate

in remedy. Access to ‘remedy’ is one of the key

principles guiding our approach and commitment

to respecting human rights. Our Human Rights

Action Plan notes that remedy may take many forms,

depending on how we identify our role in causing or

contributing to human rights harm.

30WESTPAC GROUP 2021 ANNUAL REPORT

Supporting
local

communities

Westpac Foundation

1

awarded $1.95 million in

job creation grants to social enterprises and $1

million in grants to 100 local organisations helping

Australians become job-ready through education,

training and employment opportunities.

As one of the region’s largest

companies and providers of capital, we

believe it is important we use our scale

and reach to create positive impact

across Australia and New Zealand.

This includes providing support in times of emergency

and natural disasters and positively contributing to

complex social and economic issues where we can

have an impact.

Backing diverse business and social enterprise

Through our supplier inclusion and diversity program

we support a variety of suppliers including Aboriginal

and Torres Strait Islander businesses, social enterprises,

Australian Disability Enterprises, women-led businesses

and businesses with a B-corps certification. Despite

some large contracts coming to an end and COVID-19

restrictions impacting some activities, in FY21 we spent

$11.6 million with diverse suppliers.

Backing communities through our foundations

Westpac supports a number of foundations to support

local communities. This includes:

—Westpac Foundation

1

: supporting social enterprises

and community organisations that create jobs,

training and education pathways for Australia’s most

under-represented

—St.George Foundation

2

: providing grants to eligible

Australian charities and community organisations

to help improve the lives of children experiencing

disadvantage

—BankSA Foundation

3

: supporting small, local

charities helping to create a brighter future for South

Australians and Northern Territorians experiencing

disadvantage

—Bank of Melbourne Foundation

4

: supporting local

charities and programs that deliver sustainable

benefits to Victorians experiencing disadvantage.

Tomorrow’s leaders

Established to mark Westpac’s 200th anniversary in

2017, this year Westpac Scholars Trust

5

awarded its

500th scholarship. The Trust, together with some of

the nation’s leading universities, has now provided

$31 million in scholarships to invest in individuals with

leadership potential in areas important to Australia’s

growth and prosperity – technology and innovation,

Australia-Asia ties, and positive social change.

500+

WESTPAC SCHOLARS AWARDED IN FIRST FIVE YEARS

1 Westpac Foundation is administered by Westpac Community Limited (ABN 34 086 862 795) as trustee for Westpac Community Trust

(ABN 53 265 036 982). The Westpac Community Trust 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 administrative support, skilled volunteering, donations and funding for operational costs of Westpac Foundation.

2 St.George Foundation is administered by St.George Foundation Limited (ABN 46 003 790 761) as trustee for St George Foundation Trust

(ABN 44 661 638 970), a Public Ancillary Fund, endorsed by the ATO as a Deductible Gift Recipient. While St George Foundation Limited

is a related body corporate of Westpac Group, neither St.George Foundation nor St George Foundation Trust are part of Westpac Group.

Westpac provides administrative support, donations and funding for operational costs of the Foundation.

3 BankSA Foundation is part of St.George Foundation and is administered by St.George Foundation Limited (ABN 46 003 790 761) as

trustee for St George Foundation Trust (ABN 44 661 638 970), a Public Ancillary Fund, endorsed by the ATO as a Deductible Gift Recipient.

While St George Foundation Limited is a related body corporate of Westpac Group, neither BankSA Foundation, St.George Foundation nor

St George Foundation Trust are part of Westpac Group. Westpac provides administrative support, donations and funding for operational

costs of the Foundation.

4 Bank of Melbourne Foundation is part of St.George Foundation and is administered by St.George Foundation Limited (ABN 46 003 790

761) as trustee for St George Foundation Trust (ABN 44 661 638 970), a Public Ancillary Fund, endorsed by the ATO as a Deductible Gift

Recipient. While St George Foundation Limited is a related body corporate of Westpac Group, neither Bank of Melbourne Foundation,

St.George Foundation nor St George Foundation Trust are part of Westpac Group. Westpac provides administrative support, donations

and funding for operational costs of the Foundation.

5 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 trust and neither the Trust nor the Trustee are part of Westpac

Group. Westpac provides administrative support, skilled volunteering, and funding for operational costs of Westpac Scholars Trust.

Su from Green Connect, a social and environmental enterprise in

Illawarra region, NSW

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

31WESTPAC GROUP 2021 ANNUAL REPORT

Safer Children, Safer Communities
The Safer Children, Safer Communities program

involves a series of actions and investments in Australia

and across Asia-Pacific over three years to help make

a meaningful impact on child safety and protection.

The program was a commitment in our Response

Plan to the AUSTRAC proceedings.

Now in its second year, progress includes:

—$12.1 million invested in the overall work program,

of which $9.2 million was committed over three

years to 26 organisations in Australia through

our grants program

—Finalised a $25 million grant for cross-industry data

sharing projects with the International Centre for

Missing and Exploited Children (ICMEC)

—Continued our partnership with International Justice

Mission (IJM) who supported 33 police operations,

141 victim rescues and 36 suspect arrests in the

Philippines

—Supported Save the Children’s ‘Protect Children –

Philippines’ project to deliver training sessions to

687 young people and parents on issues relating to

online exploitation in the first six months of 2021.

Sustainability Supplement

In December 2020, we updated our Sustainability Strategy outlining our

sustainability priorities for the next three years. These priorities are centred

around how we can best serve our customers, communities and nation, and

contribute to solving global challenges.

More on our sustainability approach

Our Annual Report covers our most material sustainability topics in our strategic update. Our

2021 Sustainability Supplement provides additional detail on our sustainability approach,

sustainability materiality assessment, progress against our 2023 Sustainability Strategy priorities,

and additional climate change and human rights disclosures.

Sustainability metrics and glossary can be found in our 2021 Sustainability Datasheet, and our

mapping to sustainability benchmarks and indices as well as performance scorecards can be

found in our 2021 Sustainability Appendix.

Skilled volunteering and employee giving

Volunteering and supporting charities is an important

part of our company culture, and an opportunity for

our people to contribute to creating positive social

impact. More than 530 employees participated in our

volunteering programs to share their skills and time on

causes important to them.

Supporting local communities

$144m

IN COMMUNITY

INVESTMENT

96%

EMPLOYEE VOLUNTEERS

FOUND THE EXPERIENCE

REWARDING

$2.1m

DONATED TO MORE THAN 770 CHARITIES

THROUGH OUR MATCHING GIFTS PROGRAM

950+

WESTPAC EMPLOYEES HAVE COMPLETED A JAWUN

SKILLED VOLUNTEERING SECONDMENT WITH AN

INDIGENOUS COMMUNITY ORGANISATION SINCE 2001

Helping when it

matters most

Backing a

stronger Australia

Collaborating

for impact

32WESTPAC GROUP 2021 ANNUAL REPORT

Corporate
Governance

Our approach to Corporate Governance

Corporate governance is the framework of systems,

policies, and processes by which we operate, make

decisions, and hold people to account. Our framework

establishes the roles and responsibilities of Westpac’s

Board, management team, employees and suppliers.

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, including our customers, our

shareholders, our employees and our community.

It includes aspiring to the highest standards of

corporate governance, which we see as fundamental to

the sustainability of our business and our performance.

While our frameworks and policies are critical elements

of corporate governance, the outcomes achieved are

also directly influenced by decisions made by our

people. Providing context and guidance to assist our

people with their decisions has been a significant focus

for Westpac in 2021. We have continued to embed our

purpose – Helping Australians and New Zealanders

succeed’ – as well as our supporting values and

behaviours.

WESTPAC’S BOARD AND BOARD COMMITTEE STRUCTURE

Board

Independent Assurance and AdviceChief Executive Officer

External

Auditors

Group

Audit

Independent

Assurance and

External Advice

Group Executives

Board Committees

Nominations

& Governance

RemunerationAuditRiskTechnology

Legal, Regulatory

& Compliance

Sub-Committee

Provide relevant periodic assurances

and reports (as appropriate)

Provide assurance

on the remuneration

disclosures in the

Remuneration Report

Provide assurance on

risk components of

the annual report and

interim/annual financial

results announcements

Delegation

Assurance,

Oversight through

Reporting

Accountability

Accountability

Delegation

Delegation

Board Committees will refer matters to the Board or other Board Committee where appropriate.

Specific reporting

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

33WESTPAC GROUP 2021 ANNUAL REPORT

Board areas of focus in FY21
This year the Board (including with assistance from

its Board Committees) has focused on overseeing:

—The delivery of key priorities under our Fix, Simplify

and Perform strategic priorities;

—Westpac’s response to the COVID-19 pandemic,

including measures taken to support our

customers and our people;

—The development and implementation of the

expanded CORE program to uplift outcomes for

customers and our governance of financial and

non-financial risk;

—Ongoing work to improve Westpac’s management

of financial crime risk following the AUSTRAC

proceedings;

—The implementation and performance of the Lines

of Business operating model, which was introduced

in 2020 to clarify responsibilities and accountability

for end-to-end performance;

—The simplification of our business and operations

through the exit of non-core businesses and the

consolidation of our international locations;

—The program of work to reset the bank’s cost base

to $8 billion by FY24;

—The renewal of the Board and Executive team, with

three Directors and three members of the Executive

team commencing this year; and

—Approving the Group’s 2023 Sustainability Strategy.

Board skills

Westpac’s Board of Directors brings together a broad

range of financial and other skills, knowledge, and

experience necessary to guide the business of the

Group. The Board uses a skills matrix to illustrate

the key skills and experience the Board seeks in its

collective membership and the number of Directors

with each skill and experience.

1 At 30 September 2021.

Corporate Governance

Board diversity

1

During the year, the Board Nominations & Governance

Committee approved an objective to have a gender

mix of 40:40:20; 40% women, 40% men and 20%

of any gender on the Board. At 30 September 2021,

33% of the Group’s Board were women.

In addition Westpac joined the investor-led ‘40:40

Vision’ initiative with a target of at least 40% women

on the Executive team by 2030.

Board tenure

1

The average Board tenure is 2.8 years. The

length of service of each Director is in Section 1

of the Directors’ Report.

CORPORATE GOVERNANCE STATEMENT

Westpac’s 2021 Corporate

Governance Statement

describes our corporate

governance framework,

policies and practices

at 31 October 2021. The

Statement is available – along

with Board and Committee

Charters, principles and

policies – on our website at

westpac.com.au/corpgov.

NUMBER OF FEMALE DIRECTORS

ON THE BOARD (4 OUT OF 12)

Note as at 30 September 2021

33%

AVERAGE BOARD TENURE

Note as at 30 September 2021

2.8 yrs

0-3 years 66% 3-6 years 17%6-9 years 17%

34WESTPAC GROUP 2021 ANNUAL REPORT

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

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

Financial

acumen

Highly proficient in accounting or related financial

management and reporting for businesses of

significant size

Risk

Experience in anticipating, recognising and

managing risks, including regulatory, financial

and non-financial risks, and monitoring risk

management frameworks and controls

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

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

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

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

Listed

company

experience

Held two or more Non-Executive Directorships on

Australian or international listed companies

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

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

9/12

9/12

9/12

10/12

11/12

12/12

9/12

11/12

10/12

10/12

12/12

FIGURE 1 – BOARD SKILLS, EXPERIENCE AND ATTRIBUTES AS AT 30 SEPTEMBER 2021

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

35WESTPAC GROUP 2021 ANNUAL REPORT

Includes Board and Executive Team biographies, report on the
business, Directors’ interests, environmental and human rights

disclosures, political engagement, Directors’ meetings and

Remuneration Report.

Our Directors present their report together with the financial statements

of the Group for the financial year ended 30 September 2021.

Directors

The names of the persons who have been Directors, or appointed as

Directors, during the period since 1 October 2020 and up to the date of

this report are: John McFarlane, Peter King, Nerida Caesar, Catriona Alison

Deans (Alison Deans) (appointed as a Director on 1 April 2014 and retired

as a Director on 11 December 2020), Craig Dunn, Audette Exel AO (Director

from 1 September 2021), Steven Harker (appointed as a Director on 1 March

2019 and retired as a Director on 26 October 2021), Michael Hawker AM

(Director from 1 December 2020), Christopher Lynch, Peter Marriott, Peter

Nash, Nora Scheinkestel (Director from 1 March 2021), and Margaret Seale.

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 2021, and the period for which each directorship has

been held, are set out in the following pages.

Board Committee Member Key

Chairman of each committee is

noted with a red icon.

Board Nominations & Governance

Board Risk

Board Technology

Board Legal, Regulatory and

Compliance

Board Remuneration

Board Audit

Directors’

report

36WESTPAC GROUP 2021 ANNUAL REPORT

Craig Dunn
BCom, FCA

Age: 58

Independent Non-

Executive Director

Appointed: Director since

June 2015.

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:

Director of Lion Pty Limited

and Lion Global Craft

Beverages Pty Limited.

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.

Board Committees:

John M

c

Farlane

MA, MBA

Age: 74

Chairman and Independent

Non-Executive Director

Appointed: Director

since February 2020 and

Chairman since April 2020.

Experience: John is a senior

figure in global banking and

financial services and has

46 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) and Barclays plc

(January 2015 to May 2019).

Other principal

directorships and interests:

Director of Old Oak

Holdings Ltd.

Board Committees:

Managing Director and

Chief Executive Officer

Appointed: Director since

December 2019.

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 the Australian

Banking Association

Incorporated, Institute

of International Finance

and The Financial Markets

Foundation for Children.

Board Committees:

Nil.

Independent Non-

Executive Director

Appointed: Director since

September 2017.

Experience: Nerida has

over 34 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:

Chair of Workplace Giving

Australia Limited, Director

of CreditorWatch and Spark

Investment Holdco Pty Ltd.

Advisor to startups in the

technology sector.

Board Committees:

Peter King

BEc, FCA

Age: 51

Nerida Caesar

BCom, MBA, GAICD

Age: 57

Board of Directors

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

37WESTPAC GROUP 2021 ANNUAL REPORT

Peter Marriott
BEc (Hons.), FCA

Age: 64

Independent Non-

Executive Director

Appointed: Director since

June 2013.

Experience: Peter has over

40 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.

Board Committees:

Audette Exel AO

BA, LLB (Hons)

Age: 58

Independent Non-Executive

Director

Appointed: Director since

September 2021.

Experience: Audette

has more than 35 years’

experience in the global

financial services markets

as a senior executive, a non-

executive director and as a

social entrepreneur. Audette

was formerly the Managing

Director of BSX-listed

Bermuda Commercial Bank

(1993–1996), Chair of the

Bermuda Stock Exchange

(1995–1996) and a Director

and Chair of the Investment

Committee of the Bermuda

Monetary Authority (1999–

2005). She was a Director

and Chair of the Investment

Committee of Steamship

Mutual (1999–2017). She

began her career as a lawyer

specialising in international

finance. Audette is the

founder and Chair of the

Adara Group, a pioneering

social enterprise which exists

to support people living in

extreme poverty, and is the

Chief Executive Officer of its

corporate advice businesses.

She is the recipient of

numerous awards, including

an honorary Order of

Australia for service to

humanity.

Directorships of listed

entities over the past three

years: Suncorp Group

Limited (June 2012 to

September 2020).

Other principal directorships

and interests: Founder and

Chair of Adara Development

Australia, Adara

Development USA, Adara

Development Bermuda,

Adara Development UK and

Adara Development Uganda.

CEO and Director of Adara

Advisors Pty Limited and

Adara Partners (Australia)

Pty Limited.

Board Committees:

Independent Non-

Executive Director

Appointed: Director since

December 2020.

Experience: Michael has

substantial experience,

with over 35 years' in the

financial services industry,

including as Chief Executive

Officer and Managing

Director of Insurance

Australia Group from 2001

to 2008. Prior to this, he

held senior positions at

Westpac, and with Citibank

in Australia and Europe.

Michael was a Director of

Macquarie Bank Limited and

Macquarie Group Limited,

and a Director of Aviva plc.

Michael was also President

of the Insurance Council of

Australia, Chairman of the

Australian Financial Markets

Association, a Board

member of the Geneva

Association and a member

of the Financial Sector

Advisory Council.

Directorships of listed

entities over the past three

years: Washington H. Soul

Pattinson and Company

Ltd (since October 2012),

Macquarie Group Limited

(March 2010 – September

2020), Macquarie Bank

Limited (March 2010 –

September 2020), Aviva

plc (January 2010 – March

2019).

Other principal

directorships and interests:

Director of BUPA Global

Board UK, Deputy Chairman

of BUPA ANZ Group,

and a Non-Executive

Director of the Museum of

Contemporary Art Australia.

Board Committees:

Independent Non-Executive

Director

Appointed: Director since

September 2020.

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: Nil.

Other principal directorships

and interests: Director of

Business for Millennium

Development Ltd, Chairman

of the National Water Grid

Authority Advisory Board.

Board Committees:

Michael Hawker AM

BSc, FAICD, SF Fin, FAIM,

FIoD

Age: 62

Chris Lynch

BCom, MBA, FCPA

Age: 68

Board of Directors

38WESTPAC GROUP 2021 ANNUAL REPORT

Peter Nash
BCom, FCA, F Fin

Age: 59

Independent Non-

Executive Director

Appointed: Director since

March 2018.

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 Golf Victoria

Limited and General Sir

John Monash Foundation.

Board member of the Koorie

Heritage Trust.

Board Committees:

Independent Non-

Executive Director

Appointed: Director since

March 2021.

Experience: Nora is an

experienced company

director with a background

as a senior banking

executive in international

and project financing.

Nora has served as Chair

and Director in a range

of companies across

various industry sectors

and in the public, private

and government arena.

Previously, Nora was a

director of a number of

other major ASX-listed

companies, an Associate

Professor at the Melbourne

Business School at

Melbourne University and

was formerly a member

of the Takeovers Panel. In

2003, Nora was awarded

a centenary medal for

services to Australian

society in business

leadership.

Directorships of listed

entities over the past three

years: Telstra Corporation

Limited (since August

2010), AusNet Services Ltd

(since November 2016),

Brambles Limited (since

June 2020), Atlas Arteria

Limited (August 2014 to

November 2020), Atlas

Arteria International Limited

(April 2015 to November

2020) and OceanaGold

Corporation (April 2018 to

December 2019).

Other principal

directorships and interests:

Nil.

Board Committees:

Independent Non-

Executive Director

Appointed: Director since

March 2019.

Experience: Margie is an

experienced company

director and has served on

the boards of companies

across a range of industries.

She previously worked

in senior executive roles

in Australia and overseas

including in the consumer

goods, health and global

publishing sectors, and

sales and marketing, and in

the successful transition of

traditional business models

to digital environments.

Immediately prior to her

non-executive career,

Margie was Managing

Director of Random House

ANZ and President, Asia

Development for Random

House Inc. She 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,

the Powerhouse Museum

and the Sydney Writers

Festival. She has been

on the Advisory Board of

J P Morgan ANZ, and the

Advisory Board for the

Australian Public Service

Commission Centre for

Learning and Leadership.

Directorships of listed

entities over the past three

years: Telstra Corporation

Limited (May 2012 to

October 2021) and Scentre

Group Limited (since

February 2016).

Other principal

directorships and interests:

Nil.

Board Committees:

Nora Scheinkestel

LLB (Hons), PhD, FAICD

Age: 61

Margaret (Margie) Seale

BA, FAICD

Age: 61

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

39WESTPAC GROUP 2021 ANNUAL REPORT

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.

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.

Chief Operating Officer

Scott joined Westpac

in November 2020 as

Chief Operating Officer

and leads our corporate

services, operations and

technology functions.

Scott has over 30 years’

global banking experience,

with a breadth of expertise

across technology,

operations, risk mitigation

and commercial

functions. Before joining

Westpac, Scott was Chief

Information & Operations

Officer for North America

Consumer Businesses

at Bank of Montreal,

Canada. Prior to that,

Scott held senior executive

positions at a number of

multinational financial

institutions including ANZ,

Citibank, Fifth Third Bank

and Bank of America.

Scott holds a Bachelor’s

Degree from the University

of Maryland in the

United States.

Chief Executive, Consumer

& Business Banking

Chris de Bruin joined

Westpac Group as Chief

Executive, Consumer, in

February 2021 and became

Chief Executive, Consumer

& Business Banking in

March 2021.

With nearly 25 years in the

financial services sector

globally, Chris’ experience

spans retail banking,

consumer product

portfolios, fintech and

digital banking.

He spent 13 years at

Standard Chartered Bank,

where he held a variety

of roles across Asia and

the Middle East, including

as Global Head of Retail

Products and Digital

Banking. Before joining

Westpac, Chris was Chief

Executive Officer of

Deem Finance, one of the

largest non-bank financial

institutions in the Middle

East. Prior to that, Chris

was President of Canadian

fintech Zafin and had been

an Associate Principal at

McKinsey & Company.

Chris was educated in

South Africa and holds an

MBA from the University of

Cape Town, and a Bachelor

of Science (Honours) from

Stellenbosch University.

Peter King

BEc, FCA

Age: 51

Scott Collary

BA, Humanities

Age: 57

Chris de Bruin

MBA, B.Sc. (Hons)

Age: 58

Rebecca Lim

B Econ, LLB (Hons)

Age: 49

Executive team

40WESTPAC GROUP 2021 ANNUAL REPORT

Chief Executive,
Westpac Institutional

Bank

Anthony joined Westpac

Group as Chief Executive,

Westpac Institutional Bank

in October 2020. He has

responsibility for Westpac’s

global relationships with

corporate, institutional

and government clients,

as well as all products

across financial and capital

markets, transactional

banking, structured finance

and working capital

payments.

In addition, Anthony

has responsibility for

Westpac’s offices and

branches in Asia, London

and New York. Before

joining Westpac Group,

Anthony was CEO of

Australia & New Zealand

and Co-Head of Investment

Bank, Asia Pacific at

Deutsche Bank from 2017.

Prior to Deutsche Bank,

Anthony was a partner

at Goldman Sachs based

in Hong Kong within

the investment banking

division and previously

held a number of roles at

Goldman Sachs in Australia

and New Zealand having

joined the organisation

in 2001. Before joining

Goldman Sachs, Anthony

worked at Credit Suisse.

Anthony holds a Bachelor

of Law (Honours) from

Queensland University

of Technology, and

Bachelor of Arts (Japanese

Language, Modern Asian

Studies) from Griffith

University.

Group Executive,

Customer & Corporate

Relations

Carolyn was appointed

as Westpac’s Group

Executive, Customer and

Corporate Relations in

2018 and is responsible

for customer advocacy,

corporate affairs and

sustainability. The division

brings together customer

complaints, customer

remediation and the

customer advocate,

alongside corporate

affairs, government

relations, communications,

sustainability and

community.

Carolyn has more than

20 years’ experience in

corporate affairs, mainly

in the financial services

industry. This year Carolyn

also became responsible

for the Group’s COVID

response.

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. Carolyn

has a Bachelor of Arts

from The University of

Queensland, a Bachelor of

Business from Queensland

University of Technology,

and a Graduate Diploma

of Applied Finance and

Investment from the

Securities Institute of

Australia.

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 initially trained

as an Accountant and

continued her professional

development with a range of

post graduate qualifications

in HR Management,

Leadership and Quality

Management. Christine

is currently Chair of the

St.George Foundation,

Director of Orygen Youth

Mental Health Foundation,

and was previously a

Director of Women’s

Community Shelters and

member of the Veterans’

Employment Industry

Advisory Committee.

Acting Chief Executive

Officer, Westpac

New Zealand Limited

Simon has been Acting

Chief Executive Officer

of Westpac New Zealand

since June 2021. Prior to

his appointment as Acting

CEO he was General

Manager of Institutional &

Business Banking, and he

has also held the positions

of General Manager of

Consumer Banking &

Wealth, and General

Manager of Business Bank,

Private Bank, Wealth &

Insurance.

Prior to his banking career,

Simon spent 12 years as

a New Zealand Member

of Parliament. Between

2008-2011 he served

as Minister of Justice,

Minister of Commerce

and Minister of State-

Owned Enterprises. Simon

attended Wellington’s

Victoria University where

he obtained degrees in

both Law and Politics.

He has completed the

Advanced Management

Programme at Harvard

Business School, as well

as programmes at the

Australian Graduate

School of Management

and Melbourne Business

School.

Anthony Miller

LLB (Hons), BA

Age: 51

Carolyn McCann

BBus (Com), BA,

GradDipAppFin, GAICD

Age: 49

Christine Parker

BGDipBus (HRM)

Age: 61

Simon Power

BA, LLB, MA (Dist.)

Age: 52

3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

41WESTPAC GROUP 2021 ANNUAL REPORT

Group Executive,
Financial Crime,

Compliance & Conduct

Les was appointed Group

Executive, Financial

Crime, Compliance

and Conduct in June

2020. In this 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.

Chief Financial Officer

Michael joined Westpac

Group as Chief Financial

Officer in September

2020. He is responsible

for Westpac’s Finance,

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.

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.

Chief Executive,

Specialist Businesses

& Group Strategy

Jason was appointed

Chief Executive, Specialist

Businesses in May 2020.

He is responsible for Group

Strategy, Corporate &

Business Development

and the Strategic Reviews

and potential divestments

of the Group’s Specialist

Businesses. Specialist

Businesses support

customers with wealth

needs including 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. Jason holds a

Bachelor of Commerce

(Marketing & Finance)

from the University of New

South Wales and Graduate

Diploma in Applied Finance

and Investment from the

Securities Institute of

Australia.

Les Vance

BCom, LLB (Hons)

Age: 51

Michael Rowland

B.Comm, FCA

Age: 60

David Stephen

BBus

Age: 57

Jason Yetton

B.Comm (Finance & Mktg),

GradDipAppFin

Age: 50

Executive team

42WESTPAC GROUP 2021 ANNUAL REPORT

3 FINANCIAL STATEMENTS
2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

43WESTPAC GROUP 2021 ANNUAL REPORT

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.

Tim Hartin

LLB (Hons.)

Age: 46

Company Secretary

EXECUTIVE TEAM

As at 30 September 2021 our Executive Team was:

NAMEPOSITION

YEAR

JOINED

GROUP

YEAR

APPOINTED

TO

POSITION

Peter King

Managing Director & Chief Executive

Officer

19942020

Scott Collary

Chief Operating Officer 20202020

Chris de Bruin

Chief Executive, Consumer

& Business Banking

20212021

Rebecca Lim

Group General Counsel & Enterprise

Executive

20022020

Carolyn McCann

Group Executive, Customer

& Corporate Relations

20132018

Anthony Miller

Chief Executive, Westpac

Institutional Bank

20202020

Christine Parker

Group Executive, Human Resources20072011

Simon Power

Acting Chief Executive Officer,

Westpac New Zealand Limited

20122021

Michael Rowland

Chief Financial Officer20202020

David Stephen

Chief Risk Officer20182018

Les Vance

Group Executive, Financial Crime,

Compliance & Conduct

20082020

Jason Yetton

Chief Executive, Specialist

Businesses & Group Strategy

20202020

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

44WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

Directors’ report

3. Operating and financial review

a) Principal activities

The principal activities of the Group during the

financial year ended 30 September 2021 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.

During the period Westpac sold its general insurance

and lenders mortgage insurance businesses and

ceased to provide these services once the transactions

completed. Other than these changes, there have been

no significant changes in the nature of the principal

activities of the Group during 2021.

b) Operations and financial performance

Net profit attributable to owners of Westpac Banking

Corporation for 2021 was $5,458 million, an increase of

$3,168 million or 138% compared to 2020.

The increase in net profit was predominantly due to

a credit impairment benefit of $590 million in 2021

compared to a charge of $3,178 million in 2020. Over

recent years, Westpac has incurred certain items that

have been called “notable items”. The net after tax

impact of these items was lower in 2021 ($1,601 million)

compared to 2020 ($2,619 million). 2021 items included:

•The write-down of assets (goodwill, capitalised

software and certain other assets);

•Additional provisions for estimated customer

refunds, payments, associated costs and litigation;

and

•Separation and transaction costs related to

divestment of the Group’s Specialist Businesses;

partly offset by

•Gains on sale of assets and non-core businesses.

The following is a summary of the movements in the

major line items in net profit for 2021 compared to 2020.

•Net interest income increased $162 million

compared to 2020 reflecting a 3 basis point

increase in reported net interest margin (to 2.06%)

partly offset by a small decline in average interest

earning assets of $2.3 billion (down less than 1%).

The decline in average interest earning assets was

mostly from lower business lending early in the year

and from a decline in other overseas assets as we

consolidated our operations in Asia. The rise in net

interest income was predominantly due to:

–A $667 million change in unrealised gains on

fair value economic hedges, from a charge of

$477 million in 2020 to a benefit of $190 million

in 2021; and

–Lower wholesale funding and deposit costs;

partly offset by

–Lower spreads on mortgages and business

lending from intense competition, and a shift in

the mix of the portfolio to lower spread fixed

rate lending; and

–Reduced returns on hedged capital and liquid

assets from lower interest rates.

•Non-interest income increased $877 million

compared to 2020. The rise was mainly due to:

–Gains on sale of assets and non-core businesses;

and

–Higher net wealth and insurance income due to

favourable life policyholder liability revaluation

and lower general insurance severe weather

claims; partly offset by

–Lower financial markets trading income from

lower volatility and the exit from energy trading;

and

–Lower net fee income from fee simplification

initiatives.

•Operating expenses increased $572 million or 4%

compared to 2020. The rise was mainly due to:

–Asset impairments (including goodwill and

capitalised software);

–An increase in full time equivalent (FTE)

employees and associated costs, principally to

improve risk management as part of our Fix

priority and increased mortgage volumes; partly

offset by

–Costs of the AUSTRAC proceedings including a

penalty in 2020.

The Group recognised a credit impairment benefit of

$590 million in 2021 compared to a charge of $3,178

million in 2020. In 2020, the Group materially increased

provisions in response to the expected economic

impact of COVID-19, including forecasts of prolonged

deterioration in economic activity, a rise in unemployment

and a decline in property prices. The improvement in

credit quality along with a better economic outlook has

meant that some of the provisions booked in 2020 are no

longer required. The Group also fully provided for a large

equipment finance fraud in 2021.

The effective tax rate of 35.7% was lower than the 2020

effective tax rate of 46.3% predominantly due to the

non-deductible items in 2020.

A review of the operations of the Group and its

divisions and their results for the financial year ended

30 September 2021 is set out in Section 2 of the Annual

Report under the sections ‘Review of Group operations’

(see pages 84 to 95), ‘Divisional performance’ (see

pages 96 to 111) and ‘Risk and risk management’ (see

pages 112 to 132), 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 137 to

274), which form part of this report.

c) Dividends

Since 30 September 2021, Westpac has announced

a final ordinary dividend of 60 cents per Westpac

ordinary share, totaling approximately $2,201 million for

the year ended 30 September 2021. The dividend will

be fully franked and will be paid on 21 December 2021.

An interim ordinary dividend for the current financial

year of 58 cents per Westpac ordinary share for the

half year ended 31 March 2021 was paid as a fully

franked dividend on 25 June 2021 (no interim ordinary

dividend was paid in 2020).

45WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Directors’ report

Further, in respect of the year ended

30 September 2020, a fully franked final dividend of

31 cents per ordinary share totaling $1,120 million was

paid on 18 December 2020. The payment comprised

direct cash disbursements of $719 million with $401

million, being reinvested by participants through the

DRP.

New shares were issued under the DRP for the 2020

final ordinary dividend.

d) Significant changes in state of affairs and events

during and since the end of the 2021 financial

year

Throughout the financial year ended

30 September 2021, the Group has operated in a

challenging environment, including as a result of the

continued social and economic effects of COVID-19

over this year as well as historical regulatory matters.

In this environment, significant changes in the state of

affairs of the Group were:

•commencing a program of work to reduce the

bank’s cost base, targeting an $8 billion cost base

by Full Year 2024;

•Westpac’s entry into an enforceable undertaking

with APRA in relation to Westpac’s risk governance

remediation (EU), following APRA announcing the

findings of its risk governance review into Westpac

and expanding the existing Customer Outcomes

and Risk Excellence (CORE) program to deliver

the Integrated Plan and support the strengthening

of Westpac’s risk governance, accountability and

culture;

•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;

•two BT MySuper products (AESA MySuper and

BT Super MySuper) failing the annual MySuper

performance test for the year ended 30 June 2021;

if these BT products also fail the next annual

performance test, the BT Trustee will be precluded

from accepting new MySuper members;

•APRA releasing further guidance on capital buffers

and the calculation of RWA including for specific

asset classes. As part of the proposal, APRA intends

to increase the capital conservation buffer from

2.5% to 4.0% and introduce a base level for the

countercyclical capital buffer of 1.0%. As a result,

the CET1 requirement (comprising the minimum

requirement and buffers) for the major banks

is proposed to increase from 8% to 10.5% from

1 January 2023;

•making changes to the Westpac Board and

Executive Team, as outlined in the Remuneration

Report (see pages 50 to 71);

•following a strategic review of the specialist

businesses in 2020:

–completing the sale of: Westpac General

Insurance Limited and Westpac General

Insurance Services Limited to Allianz, Westpac’s

Vendor Finance business to Angle Finance and

Westpac Lenders Mortgage Insurance Limited to

Arch Capital Group; and

–announcing the following transactions, which

have not yet completed: sale of Westpac’s

motor vehicle dealer finance and novated

leasing businesses to Angle Finance, sale

of Westpac Life-NZ-Limited to Fidelity Life

Assurance Company Limited; and sale of

Westpac Life Insurance Services Limited to TAL

Dai-ichi Life Australia Pty Limited; and

•ongoing regulatory changes and developments,

which have included changes relating to financial

services, superannuation, lending, remuneration,

cyber resilience, capital and liquidity, 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 74 to 80).

On 1 November 2021, Westpac announced an

off- market buy back of up to $3.5 billion. Westpac’s

operating performance and progress on our strategic

priorities, including the completion of a number of

divestments, have contributed to a strong capital

position, allowing us to return capital to shareholders.

Shareholder participation in the buy-back is voluntary.

Westpac reserves the right to vary, suspend or

terminate the buy-back at any time.

Other than as set out above, the Directors are not

aware of any other matter or circumstance that

has occurred since 30 September 2021 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 1 to 32 and in ‘Significant developments’ in

Section 1 of the Annual Report (see pages 74 to 80),

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 112 to 132).

46WESTPAC GROUP 2021 ANNUAL REPORT
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 2021 and in the table 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 31 October 2021

Number of Relevant

Interests in Westpac

Ordinary Shares

Number of Westpac

Share Rights

Westpac Banking Corporation

Current Directors

John McFarlane40,000-

Peter King131,886380,568

1

Nerida Caesar13,583

2

-

Craig Dunn15,009-

Audette Exel AO4,000-

Michael Hawker AM19,252-

Chris Lynch13,090

3

-

Peter Marriott22,110-

Peter Nash15,260-

Nora Scheinkestel5,172

Margaret Seale10,438

4

-

Former Directors

Steven Harker11,605

5

-

Alison Deans 15,632

6

-

6

1.Share rights issued under the Long Term Variable Reward Plan.

2.As at 30 September 2021, Nerida Caesar’s related parties also hold the following interests in registered schemes made available by

certain related bodies corporate of Westpac in their capacity as the responsible entity of the registered scheme: (a) 364,032.0377

units in Ironbark Karara Wholesale Plus Aust Small Companies Fund; (b) 255,025.9616 units in PIMCO Wholesale Plus Global Bond

Fund; (c) 7,794.8400 units in Fidelity Wholesale Plus Australian Equities Fund; and (d) 97,602.0228 units in Walter Scott Wholesale

Plus Global Equity Fund.

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 100 Westpac Capital Notes 7 (WBCPJ).

5.Figure displayed is as at Steven Harker’s retirement date of 26 October 2021.

6.Figure displayed is as at Alison Dean’s retirement date of 11 December 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).

47WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Directors’ report

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 2021, 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 3,624,609 share

rights outstanding in relation to Westpac ordinary

shares. The latest dates for exercise of the share rights

range between 1 October 2022 and 1 October 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.

48WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

5. Environmental disclosure

The Westpac Group’s environmental framework is

made up of:

• our Sustainability Strategy;

• our Westpac Group Environment Policy and targets;

• our Sustainability Risk Management Framework;

• our Climate Change Position Statement and 2023

Action Plan;

• our positions on certain sensitive sectors;

• our Responsible Sourcing Code of Conduct and

Responsible Sourcing Program; and

• public reporting of our environmental performance.

We 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. We also review our performance against

a number of Environmental, Social and Governance

(ESG) benchmarks, including Sustainalytics, MSCI ESG

and ISS. We report in line with the recommendations of

the Taskforce on Climate-related Financial Disclosures

(TCFD).

The National Greenhouse and Energy Reporting Act

2007 (NGER) came into effect in September 2007. The

Group 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

2021 Sustainability Strategy and provides an update in

the section titled ‘climate change’ in Section 1 of this

Annual Report. Our Sustainability Supplement provides

disclosures aligned to the recommendations of the

TCFD (see pages 28 to 29).

Additional information about our environmental

performance, including information on our climate

change approach, details of our greenhouse gas

emissions profile and environmental footprint, and

progress against our environmental targets and carbon

neutral program are available on our website at https://

www.westpac.com.au/about-westpac/sustainability/.

6. Human rights disclosure

Westpac’s overall approach to human rights is set

out in our Human Rights Position Statement and

2023 Action Plan. This lays out the principles and

actions that guide our approach and commitment

to respecting human rights in our role as a financial

services provider, lender, purchaser of goods and

services, employer, and supporter of communities.

For example, our Responsible Sourcing Program,

including the Responsible Sourcing Code of Conduct

and risk assessment methodology is the primary

framework for identifying and addressing human rights

in our supply chain.

The Group is subject to the Commonwealth of

Australia’s Modern Slavery Act 2018 (Cth) and the

United Kingdom’s Transparency in Supply Chains

provisions under the Modern Slavery Act 2015.

As required under the Australian and UK legislation,

Westpac publishes an annual statement to disclose the

steps taken during the year to help prevent modern

slavery from occurring within the Group’s operations

and supply chain. Westpac published its statement for

the 2020 financial year in March 2021.

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 2021.

In Australia, political expenditure for the financial year

ended 30 September 2021 was $137,151. This relates

to payment for participation in legitimate political

engagement 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 engagement activities, such as speeches and

events with industry participants.

In New Zealand, political expenditure for the financial

year ended 30 September 2021 was NZD$10,321.

49WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Directors’ report

9. Directors’ meetings

The Westpac Banking Corporation Board met 12 times during the year ended 30 September 2021. In addition,

Directors attended Board strategy sessions and special purpose committee meetings during the year.

The following table includes:

•Names of the Directors that held office at any time during, or since the end of the financial year.

•The number of scheduled and unscheduled Board and Board Committee meetings held during the financial

year that each Director, as a member of the Board or Board Committee was eligible to attend, and the number

of meetings attended by each Director.

The table excludes the attendance of those Directors who attended the Board Committee meetings of which they

are not a member.

Scheduled

meetings

Unscheduled

meetings

3

Risk

Legal,

Regulatory &

ComplianceAuditRemuneration

Nominations &

GovernanceTechnology

Held

1


At-

tend-

ed

2

Held

1

At-

tend-

ed

2

Held

1

At-

tend-

ed

2

Held

1

At-

tend-

ed

2

Held

1

At-

tend-

ed

2

Held

1

At-

tend-

ed

2

Held

1

At-

tend-

ed

2

Held

1

At-

tend-

ed

2

Director

John McFarlane

4

9933n/an/an/an/an/an/an/an/a44n/an/a

Peter King

5

9933n/an/an/an/an/an/an/an/an/an/a44

Nerida Caesar

6

9933n/an/a1010n/an/an/an/an/an/a44

Craig Dunn

7

99331010n/an/an/an/a8844n/an/a

Audette Exel AO

8

11n/an/a11n/an/an/an/an/an/an/an/a00

Steven Harker

9

9933n/an/a10105566n/an/an/an/a

Michael Hawker AM

10

8822n/an/a87n/an/an/an/a3333

Chris Lynch

11

99331010n/an/a55n/an/an/an/an/an/a

Peter Marriott

12

99331010101055n/an/a4444

Peter Nash

13

99331010101055n/an/a44n/an/a

Nora Scheinkestel

14

66n/an/a66n/an/an/an/a55n/an/an/an/a

Margaret Seale

15

9933551010n/an/a8822n/an/a

Former Director

Alison Deans

16

222222n/an/an/an/a321111

1.The number of scheduled meetings held during the time the Director was a member of the Board or Board Committee.

2.The number of scheduled Board or Committee meetings that the Director attended as a member.

3.Out of cycle meetings normally called for a special purpose that do not form part of the Board’s forward agenda.

4.Chairman of the Board and Chairman of the Board Nominations & Governance Committee.

5.Retired as a member of the Board Technology Committee on 1 September 2021.

6.Member of the Board Legal, Regulatory & Compliance Committee and the Board Technology Committee.

7.Chairman of the Board Remuneration Committee. Member of the Board Risk Committee and Board Nominations & Governance

Committee.

8.Appointed as a Director and member of the Board Risk Committee and the Board Technology Committee on 1 September 2021.

9.Appointed as a member of the Board Remuneration Committee on 1 December 2020. Member of the Board Audit Committee and

Board Legal, Regulatory & Compliance Committee. Retired as a Director on 26 October 2021.

10.Appointed as a Director and member of the Board Legal, Regulatory & Compliance Committee and Board Technology Committee

on 1 December 2020. Appointed as Chairman of the Board Technology Committee and as a member of the Board Nominations &

Governance Committee on 11 December 2020.

11.Member of the Board Audit Committee and Board Risk Committee.

12.Chairman of the Board Risk Committee and member of the Board Legal, Regulatory & Compliance Committee, Board Audit

Committee, Board Nominations & Governance Committee and Board Technology Committee.

13.Chairman of the Board Audit Committee and member of the Board Risk Committee, Board Legal, Regulatory & Compliance

Committee and Board Nominations & Governance Committee. Ceased to be the Chairman of the Board Legal, Regulatory &

Compliance Committee on 1 April 2021.

14.Appointed as a Director and member of the Board Risk Committee and Board Remuneration Committee on 1 March 2021.

15.Appointed as Chairman of the Board Legal, Regulatory & Compliance Committee and as a member of the Board Risk Committee and

Board Nominations & Governance Committee on 1 April 2021. Member of the Board Remuneration Committee.

16.Retired as a Director following the completion of the 2020 Annual General Meeting.

50WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

Our remuneration framework will continue to play a key

role in supporting the strategic priorities and driving

performance and outcomes for all of our stakeholders.

2021 remuneration outcomes

In making this year's remuneration decisions, the Board

has sought to reflect and balance performance, risk and

shareholder outcomes.

In doing so, the Board has taken into account the

impact of historical issues, including further remediation

provisions, asset write-downs and litigation. It has

balanced these disappointing outcomes, with the good

progress made on Westpac’s strategic priorities by the

renewed Executive team. It is critical that we measure

and reward the organisation's progress in transforming

the company and addressing past issues – as this will

ultimately drive shareholder value.

Unfortunately, as we work through the Fix and Simplify

priorities, some new unknown issues from the past

have surfaced, and costs of other historical issues

have increased or become clearer. The culture we are

building encourages the identification and effective

rectification of issues along with establishing controls

to stop them happening again – and this should be

recognised. It is also important, where possible, that

we hold relevant executives accountable for such

issues, when they bear accountability, as we do through

the application of consequences including individual

remuneration adjustments.

In summary, key remuneration outcomes for 2021

include:

•The CEO's 2021 Short Term Variable Reward (STVR)

outcome was 47% of the maximum opportunity;

•The average 2021 STVR outcome for Group

Executives was 48% of the maximum opportunity,

with outcomes ranging from 0% to 70%;

•The 2018 Long Term Variable Reward (LTVR) lapsed

in full for the sixth consecutive year;

•Remuneration adjustments were applied to two

former Group Executives for risk and compliance

outcomes resulting in reductions to 2021 STVR;

10.Remuneration Report

Letter from the Chairman of the Board Remuneration Committee

Directors’ report

Dear shareholders,

On behalf of the Board, I am pleased to present

Westpac’s 2021 Remuneration Report.

Group performance and strategic priorities

2021 was a year of renewal focused on our strategy to

Fix, Simplify and Perform. This Annual Report outlines

our progress on these strategic priorities, which have

been central to how we have measured and rewarded

performance this year.

The COVID-19 pandemic has continued to have a

profound impact on all areas of society. Westpac

has been proud to deliver a range of measures for

our customers to help provide a level of support and

certainty, including repayment deferrals, certain fee

waivers and low interest loans.

Westpac's result this year, with reported net profit

up 138% and cash earnings up 105%, has been mostly

due to two factors: a reduction in notable items (large

infrequent items that do not reflect ongoing operations)

and a $3.8 billion turnaround in impairment charges.

On a cash earnings basis, our underlying operating

performance (earnings before impairment charges

and notable items) was down on 2020, and finished

5% below the target agreed with the Board at the

beginning of the year.

Pleasingly, we restored mortgage growth through the

year, though margins were down from very low interest

rates and strong competition and, as a result, net

interest income was lower. To drive improved earnings,

we have established a cost reset program targeting

a cost base of $8 billion by 2024, although operating

costs (excluding notable items) were higher this year, up

8% given the Fix agenda and higher volumes, including

COVID-19 assistance. Variable reward payments were

also higher recognising the remuneration decisions

made by the Board in 2020 to reflect collective

accountability for the AUSTRAC matter.

Although we have made good progress on

implementing our strategic priorities, particularly

simplifying our business, more issues have emerged

as we have worked to improve our management of

risk and delved deeper into our processes. These

have included additional regulatory actions and

investigations, weaknesses in our calculation of liquidity

ratios and further remediation provisions. This has been

disappointing – clearly, we have more to do.

2021 was a year of

renewal focused on

Fix, Simplify and

Perform.

51WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

4 SHAREHOLDER INFORMATION

1 STRATEGIC REPORT

Directors’ report

•A range of remuneration and other consequences

were applied to other current and former employees

in relation to the potential fraud by Forum Finance;

•Two Group Executives received total target

remuneration increases reflecting increased scope

and accountability in their expanded roles; and

•Total realised remuneration by the CEO and Group

Executives was higher year on year given the

cancellation of 2020 STVR to demonstrate collective

accountability for the outcomes that led to the

AUSTRAC proceedings.

A summary of remuneration decisions and outcomes

for 2021 is set out following this letter, along with

a summary of executive appointments and exit

arrangements.

In addition, the Board reviewed the CEO's target

remuneration package for 2022 and determined an

increase of 3% to align with market. Further details will

be included in the Notice of the 2021 Annual General

Meeting.

The Board also determined that one other Group

Executive will receive an increase of 4% to their 2022

target remuneration package to align with market.

Future direction

Executive remuneration structure review

Amidst the changing environment, the Group continued

its review of the executive remuneration structure.

The key objective of the review is to ensure that our

remuneration structure continues to support Westpac's

strategy, as well as our remuneration strategy and

principles, while meeting the requirements of APRA's

Prudential Standard CPS 511 (Remuneration).

A key focus is to support further alignment to the long

term interests of shareholders and provide market

competitive remuneration. The minimum shareholding

requirement will also be updated as part of the review.

In the interim, any shares that may be delivered to

the CEO and Group Executives through LTVR grants

from 2022 onwards are only able to be sold to meet

tax obligations, until their minimum shareholding

requirement is met.

In addition, the CEO has made a commitment to not

sell any Westpac shareholdings while he is below his

minimum shareholding requirement, except for the

purpose of meeting tax obligations.

We look forward to continuing to engage with

shareholders on the review.

Environmental, social and governance focus

Westpac recognises the importance of integrating how

we address environmental, social and governance (ESG)

issues in the remuneration framework and ensuring that

it supports and enables progress in these areas.

This is currently achieved through the inclusion of

certain measures in the Group STVR scorecard which

are aligned to the ESG related priorities integrated in

our strategy. The modifier also includes reference to

aspects of our ESG priorities and for 2022, the modifier

will include an explicit component for climate related

priorities.

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 page to

be a useful reference when reading the broader Report.

Craig Dunn, Chairman

Board Remuneration Committee

In this Report

1.Key Management Personnel53

2.Summary of the 2021 executive remuneration framework54

3.2021 remuneration outcomes and alignment to performance56

4.Further detail on the executive variable reward structure60

5.Remuneration governance62

6.Non-executive Director remuneration64

7.Statutory remuneration details65

52WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

Chief

Executive

Officer

• The CEO’s target remuneration package remained in line with the prior year comprising fixed remuneration of

$2,400,000

1

, 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.

• In 2021, the CEO received $2.40 million in fixed remuneration, $0.84 million in cash STVR and $0.17 million in deferred

STVR awarded in prior years that vested during the year, equalling $3.41 million in total realised remuneration (i.e. take

home pay).

• The CEO’s 2021 STVR outcome is 47% of maximum opportunity.

• The 2018 LTVR outcome is zero. The LTVR lapsed in full because the relative TSR and cash ROE hurdles were not

achieved.

Non-

executive

Directors

• There was no change to Non-executive Director base fees, which have not increased since 1 October 2014.

Group

Executives

• The average 2021 STVR outcome for Group Executives was 48% of maximum opportunity, with outcomes ranging

from 0% to 70%.

• A total target remuneration increase of 11% was approved for Chris de Bruin in line with the increased scope and

accountability associated with his new role in merging and leading the Consumer & Business Bank.

• A total target remuneration increase of 11% was approved for Les Vance in line with the increased scope and

accountability including Financial Crime Operations, the integrated plan under the Enforceable Undertaking and the

Customer Outcomes and Risk Excellence (CORE) program.

All

employees

• Remuneration arrangements continued to be refined including the removal of short term variable reward for certain

employee groups. Over 14,000 employees will progressively transition to fixed remuneration arrangements without any

variable reward by the end of 2022.

• The Group managed 1,306 employee conduct matters in Australia in 2021, of which 95 employees exited the business

and 828 employees were subject to formal disciplinary outcomes.

Summary of remuneration decisions and actions

Summary of appointment and exit arrangements

New ExecutivesAppointment arrangements

Scott Collary

Chief Operating Officer

• Total target remuneration of $4,700,000

1

comprised of 26% fixed remuneration, 26% STVR and 48%

LTVR.

• Pro rata 2021 LTVR grant.

• Buy out award

2

comprising cash and equity components totalling $2,153,360.

• Relocation benefits.

Chris de Bruin

Chief Executive,

Consumer & Business

Banking

• Total target remuneration of $4,500,000

1

comprised of 26% fixed remuneration, 26% STVR and 48%

LTVR. Total target remuneration was subsequently increased by 11% reflecting his new role in merging

and leading the Consumer & Business Bank.

• Pro rata 2021 LTVR grant.

• Buy out award

2

comprising cash and equity components totalling $1,845,570.

• Relocation benefits.

Anthony Miller

Chief Executive, Westpac

Institutional Bank

• Total target remuneration of $4,500,000

1

comprised of 26% fixed remuneration, 26% STVR and 48%

LTVR.

• Pro rata 2021 LTVR grant.

• Buy out award

2

comprising cash and equity components totalling $5,717,540.

Former ExecutivesExit arrangements

3

Guil Lima

Chief Executive,

Business

• Received contractual requirements in line with retrenchment.

• Unvested equity remains on foot.

• Eligible for 2021 STVR on a pro rata basis.

David McLean

Chief Executive Officer,

Westpac New Zealand

• Received contractual requirements in line with retirement.

• Unvested equity remains on foot.

• Eligible for 2021 STVR on a pro rata basis.

Gary Thursby

Acting Chief

Information Officer

• Received contractual requirements in line with retrenchment.

• Unvested equity remains on foot.

• Not eligible for 2021 STVR.

1. Excludes the increase to the superannuation guarantee rate from 9.5% to 10% effective 1 July 2021.

2. 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.

3. Refer to Section 5.4 for an overview of employment agreements including termination provisions.

53WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

4 SHAREHOLDER INFORMATION

1 STRATEGIC REPORT

Directors’ report

1.Key Management Personnel

The remuneration of KMP is disclosed in the Report. In 2021, 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 2020 are

included in the 2020 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 KingManaging Director & Chief Executive OfficerFull Year

Group Executives

Scott Collary

1

Chief Operating OfficerCommenced in KMP role on 2 November 2020

Chris de Bruin

2

Chief Executive, Consumer & Business BankingCommenced in KMP role on 4 January 2021

Carolyn McCannGroup Executive, Customer & Corporate RelationsFull Year

Anthony MillerChief Executive, Westpac Institutional BankCommenced in KMP role on 19 October 2020

Christine ParkerGroup Executive, Human ResourcesFull Year

Simon PowerActing Chief Executive Officer, Westpac New ZealandCommenced in KMP role on 26 June 2021

Michael RowlandChief Financial OfficerFull Year

David StephenChief Risk OfficerFull Year

Les VanceGroup Executive, Financial Crime, Compliance & ConductFull Year

Jason Yetton

3

Chief Executive, Specialist Businesses & Group StrategyFull Year

Former Group Executives

Richard BurtonActing Chief Executive, ConsumerCeased in KMP role on 31 January 2021

Guil LimaChief Executive, BusinessCeased in KMP role on 22 March 2021

David McLeanChief Executive Officer, Westpac New ZealandCeased in KMP role on 25 June 2021

Gary ThursbyActing Chief Information OfficerCeased in KMP role on 23 November 2020

Alastair WelshActing Group Executive, Enterprise ServicesCeased in KMP role on 23 November 2020

Curt ZuberActing Chief Executive, Westpac Institutional BankCeased in KMP role on 19 October 2020

Current Non-executive Directors

John McFarlaneChairmanFull Year

Nerida CaesarDirectorFull Year

Craig Dunn

4

DirectorFull Year

Audette Exel AO

5

DirectorCommenced in KMP role on 1 September 2021

Steven Harker

6

DirectorFull Year

Michael Hawker AM

7

DirectorCommenced in KMP role on 1 December 2020

Chris LynchDirectorFull Year

Peter MarriottDirectorFull Year

Peter NashDirectorFull Year

Nora Scheinkestel

8

DirectorCommenced in KMP role on 1 March 2021

Margaret SealeDirectorFull Year

Former Non-executive Director

Alison DeansDirectorRetired on 11 December 2020 following

completion of the 2020 Annual General

Meeting

1.Scott Collary commenced as a Group Executive on 2 November 2020 and assumed responsibility for the Chief Operating Office on 23

November 2020. Alastair Welsh and Gary Thursby continued in their respective Acting Group Executive roles until 23 November 2020.

2.Chris de Bruin commenced as Group Executive on 4 January 2021 and assumed responsibility for the Consumer division on 1 February

2021. Chris de Bruin was appointed Chief Executive, Consumer & Business Banking on 22 March 2021. Richard Burton continued in the

Acting Chief Executive, Consumer role until 31 January 2021.

3.Jason Yetton’s title was changed from Chief Executive, Specialist Businesses, Strategy & Transformation to Chief Executive, Specialist

Businesses & Group Strategy on 14 December 2020. Jason’s total target remuneration was not changed.

4.Craig Dunn will retire from the Board following the 2021 Annual General Meeting.

5.Audette Exel was appointed as a Non-executive Director on 1 September 2021.

6.Steven Harker retired from the Board on 26 October 2021.

7.Michael Hawker was appointed as a Non-executive Director on 1 December 2020.

8.Nora Scheinkestel was appointed as a Non-executive Director on 1 March 2021.

54WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

2.Summary of the 2021 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.

In delivering our strategy, we have three priorities that help guide our activities:

•Fix;

•Simplify; and

•Perform.

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 remunerationSTVR

LTVR

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:

•a values and behaviours assessment

against Westpac's values;

•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 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.

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 Executives outside of Australia receive deferred STVR as unhurdled share rights.

55WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

4 SHAREHOLDER INFORMATION

1 STRATEGIC REPORT

Directors’ report

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 strategic risk, risk culture, operational risk,

compliance and conduct, financial crime, cyber risk, reputational and sustainability risk, capital adequacy,

funding and liquidity risk, credit risk and market 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. A broad range of non-financial measures including

customer outcomes, talent retention and market competitiveness are considered when determining 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. 2021 target remuneration mix

1

30% fix ed

remunerati on

15% STVR

(cash component)

15% STVR

(deferred

component)

40% LTVR

Chief Executive Officer


26% fix ed

remunerati on

13% STVR

(cash component)

13% STVR

(deferred

component)

48% LTVR

Group Executives

2

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

20222023202420252021

Date eli gible for vesting

Date granted

Date paid

Cash STVR award (50%)

Fixed remuneration

LTVR award s ubject to r elati ve T SR performance (100%) – measure d o ver 4 years

Deferred STVR award (25%)

Deferred STVR award (25%)

56WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

3. 2021 remuneration outcomes and alignment to performance

3.1. Snapshot of 2021 remuneration outcomes

2021

STVR

The CEO's 2021 STVR outcome was 47% of the maximum opportunity.

The average 2021 STVR outcome for Group Executives was 48% of the maximum opportunity, with

outcomes ranging from 0% to 70%.

Further detail on performance and individual outcomes is set out in Section 3.5 (2021 STVR and Group

Scorecard) and Section 3.6 (Variable reward awarded for 2021).

2018

LTVR

There is a zero vesting outcome under Westpac’s LTVR plan for the CEO and Group Executives in 2021.

The performance hurdles, comprising relative TSR and cash ROE

1

, were not achieved and the 2018 LTVR

award lapsed in full.

The table below shows the vesting outcome for the 2018 LTVR award to the CEO and Group Executives

that reached the end of its performance period in 2021.

Performance

hurdle

Performance

start dateTest date

Performance range

Outcome% Vested% Lapsed

ThresholdMaximum

TSR

(50% of

award)

1 October

2017

1 October

2021

Equal to

composite

TSR index

Exceeds

composite

TSR index by

21.55

(i.e. 5% CAGR

2)

Westpac:

(1.939%)

Index:

13.895%

0%100%

ROE

(50% of

award)

1 October

2017

1 October

2021

3

13.25%14.25%9.05%0%100%

1. 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.

2. Compound annual growth rate.

3. The cash ROE hurdled performance share rights reached the end of their performance period on 30 September 2020 and were subject

to an additional one year holding lock through to 30 September 2021.

3.2. Group performance

The table below summarises Group key performance indicators and variable reward outcomes over the last 5 years.

Years ended 30 September

20212020201920182017

CEO STVR award (% of maximum)47%0%0%52%74%

Average Group Executive STVR (% of maximum)48%0%37%58%73%

LTVR award (% vested)0%0%0%0%0%

Cash earnings

1

($m)5,3522,6086,8498,0658,062

Statutory earnings ($m)5,4582,2906,7848,0957,990

Economic profit

2

($m)768(3,579)1,6193,4443,774

Cash ROE

2

7.55%3.83%10.75%13.00%13.77%

TSR – three years1.18%(35.43%)15.33%8.27%11.79%

TSR – five years10.34%(27.87%)14.58%25.67%81.32%

Dividends per Westpac share (cents)6031174188188

Cash earnings per Westpac share

1

$1.46$0.73$1.98$2.36$2.40

Share price – high$27.12$29.81$30.05$33.68$35.39

Share price – low$16.51$13.47$23.30$27.24$28.92

Share price – close$26.00$16.84$29.64$27.93$31.92

0%

20%

40%

60%

80%

100%

STVR award (% of maximum)

0

2,000

4,000

6,000

8,000

Cash earnings ($m)

2017

Cash earnings ($m)

CEO STVR award (% of maximum)

Return on equity (%)

LTVR award (% vested)

201820192020202120172018201920202021

0%

20%

40%

60%

100%

80%

0%

2%

4%

6%

8%

10%

12%

14%

16%

LTVR award (% vested)

Return on equity

-40%

-20%

0%

20%

40%

80%

60%

Total shareholder return

Oct 16Oct 17Oct 18Oct 19Oct 20

Oct 21

Peer 1Peer 2Peer 3Westpac

Cash earnings and CEO STVR award

(2017 to 2021)

Return on equity and LTVR vesting

(2017 to 2021)

Total shareholder return

(1 October 2016 to 30 September 2021)

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.

57WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

4 SHAREHOLDER INFORMATION

1 STRATEGIC REPORT

Directors’ report

3.3. Total realised remuneration – Chief Executive Officer and Group Executives (000) (unaudited)

The table below details the actual remuneration paid

1

and equity that vested

2

in 2021 and 2020.

Fixed

remuneration

Cash STVR

payments

Vesting of

prior year

deferred STVR

awards

Vesting of

prior year

LTVR awards

Total realised

remuneration

Prior year

LTVR lapsed

Name$$$$$$

Managing Director & Chief Executive Officer

Peter King, Managing Director & Chief Executive Officer

20212,403,149 840,000 169,680 - 3,412,829 2,043,148

20202,120,582 - 294,003 - 2,414,585 1,478,000

Group Executives

Scott Collary, Chief Operating Officer

3

20211,123,350 444,500 - - 1,567,850 -

2020---------------------------------------- Not a KMP in 2020 ----------------------------------------

Chris de Bruin, Chief Executive, Consumer & Business Banking

3

2021941,648 467,500 - - 1,409,148 -

2020---------------------------------------- Not a KMP in 2020 ----------------------------------------

Carolyn McCann, Group Executive, Customer & Corporate Relations

2021901,181 285,000 101,083 - 1,287,264 318,535

2020809,655 - 152,968 - 962,623 -

Anthony Miller, Chief Executive, Westpac Institutional Bank

3

20211,122,518 392,000 - - 1,514,518 -

2020---------------------------------------- Not a KMP in 2020 ----------------------------------------

Christine Parker, Group Executive, Human Resources

20211,001,312 320,000 163,708 - 1,485,020 1,628,097

2020945,609 - 258,908 - 1,204,517 1,082,000

Simon Power, Acting Chief Executive Officer, Westpac New Zealand

3

2021200,897 82,066 - - 282,963 -

2020---------------------------------------- Not a KMP in 2020 ----------------------------------------

Michael Rowland, Chief Financial Officer

20211,201,574 405,000 - - 1,606,574 -

2020101,149 - - - 101,149 -

David Stephen, Chief Risk Officer

4

20211,802,362 439,000 242,181 - 2,483,543 4,788,645

20201,806,897 - 163,678 - 1,970,575 -

Les Vance, Group Executive, Financial Crime, Compliance & Conduct

2021959,331 278,500 - - 1,237,831 -

2020263,115 - - - 263,115 -

Jason Yetton, Chief Executive, Specialist Businesses & Group Strategy

20211,177,574 617,000 - - 1,794,574 -

2020463,391 - - - 463,391 -

Former Group Executives

Richard Burton, Acting Chief Executive, Consumer

3

2021281,085 127,500 - - 408,585 -

2020249,922 - - - 249,922 -

Guil Lima, Chief Executive, Business

3

2021546,666 68,726 - - 615,392 -

2020968,888 - - - 968,888 -

David McLean, Chief Executive Officer, Westpac New Zealand

3

2021747,731 - 246,825 - 994,556 1,740,843

20201,025,640 - 354,552 - 1,380,192 1,157,000

Gary Thursby, Acting Chief Information Officer

3,5

2021179,081 - 252,615 - 431,696 1,396,686

20201,179,081 120,000 247,802 - 1,546,883 1,010,000

Alastair Welsh, Acting Group Executive, Enterprise Services

3

2021121,402 42,000 70,153 - 233,555 -

2020834,050 - 75,794 - 909,844 -

Curt Zuber, Acting Chief Executive, Westpac Institutional Bank

3

202166,955 - - - 66,955 -

2020295,609 - - - 295,609 -

1. Excluding contractual provisions relating to termination.

2. Equity that vested in October 2021 is included in the 2021 figures. Equity that vested in October 2020 is included in the 2020 figures. 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 scheduled date of vesting, forfeiture or lapse (as relevant). The value of equity differs from the disclosure in Section 7.

3. The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

4. David Stephen's prior year LTVR lapsed represents a portion of his buy out award which was subject to the 2018 LTVR performance

hurdles and vesting criteria.

5. In 2020, Gary Thursby received a cash payment relating to the divestment of part of the BT Financial Group and the Wealth Reset.

3.4. Buy out awards paid or vested during 2021

In addition, the following buy out awards were paid or vested under the Restricted Share Plan during the year: Scott Collary received a cash buy out

of $780,000, Chris de Bruin received a cash buy out of $649,660, Anthony Miller received a cash buy out of $920,050, David Stephen had 32,581

restricted shares vest in March 2021 and Guil Lima had 10,963 and 8,729 restricted shares vest in October 2020 and March 2021 respectively.

58WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

3.5. 2021 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 measures. The Board’s preference is to make

any 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 reflects performance and risk outcomes for

the year along with the outcomes experienced by our key stakeholders.

Performance measures and targets were not adjusted to reflect the continuing impacts of COVID-19. The measures

and weightings of the Fix focus area were agreed with APRA as part of the Enforceable Undertaking. A summary

of the performance assessment is provided below. Further detail is set out throughout this Annual Report.

Group scorecard - short term variable reward

Focus area outcome

Fix (30%)

Performance measurement is based on delivery of the Customer Outcomes and

Risk Excellence (CORE) Integrated Plan and measured by committed activities and

associated outcomes.

• Established the CORE Program and the Integrated Plan was approved by APRA.

The foundation for a successful program is in place and currently tracking to plan.

• The Group’s cultural transformation, through our Culture Reset program, delivered

good progress. The Organisational Health Index score exceeded targets (74 vs. 72).

• Further improved the stability of our technology environment, notwithstanding the

Panorama outage.

• Certain Group risks returned within appetite and key non-financial risk metrics

demonstrated progress, including a considerable reduction in outstanding High

Risk Issues and improved financial crime capability.

• Significant risk incidents arose: APRA’s Prudential Standards on liquidity, potential

fraud by Forum Finance, ASIC proceedings in relation to the 2016 Ausgrid

transaction and the Reserve Bank of New Zealand requiring reviews into risk

governance practices.

0%100%50%150%

0%100%

Zero

Maximum

40% of maximum outcome

contributing 12% to

maximum STVR

Simplify (20%)

Performance measurement is based on the exit of non-core businesses and

consolidating international operations, embedding the Lines of Business operating

model, using data and technology to transform the customer experience and reducing

systems and technology complexity.

• Completed the sale of four businesses, with three further businesses under sale

agreements. The proposed sale of Westpac Pacific was not supported by PNG

regulators.

• Closed two international offices with a further three currently in the process of

winding down by the end of 2022.

• Closed over 284 products and launched an end-to-end digital mortgage

experience to speed up the application process for customers.

• Completed the migration of BT Wrap to Panorama taking total funds under

administration on Panorama to over $100 billion.

• Continued to embed the Lines of Business operating model which is operating well

with improved accountability and decision making.

Zero

Maximum

0%100%

0%150%100%50%

57% of maximum outcome

contributing 12% to

maximum STVR

Perform (50%)


Performance measurement is based on enhancing financial returns and optimising

capital, growth in key markets, resetting the cost base and providing market leading

customer service.

• Cash earnings up by 105% (above $5.2bn target). Core earnings (excluding notable

items) down on 2020 and below target by 5%. Cash return on equity of 7.55%, up

from 3.83%.

• Established our cost reset program targeting a cost base of $8 billion by 2024,

though operating costs (excluding notable items) exceeded target by 8%.

• Net growth in Australian mortgages was $14.7bn (2020: -$8.3bn). 2H21 Australian

mortgage settlements were in line with major bank system growth.

• Provided support to customers throughout COVID, including over 200,000

deferral packages. Targets for Net Promoter Scores were not met and Consumer

bank scores lagged major bank peers for the year.

• Further developed our ESG plan with a particular focus on developing our

approach to climate change and plans to reach net zero.

Zero

Maximum

150%

50%

0%100%

150%100%

50%

47% of maximum outcome

contributing 23% to

maximum STVR

Overall Group scorecard performance assessment47% of maximum STVR

59WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

4 SHAREHOLDER INFORMATION

1 STRATEGIC REPORT

Directors’ report

3.6. Variable reward awarded for 2021 (unaudited)

The table below shows the variable reward awarded to the CEO and Group Executives for 2021, including:

•STVR outcomes for 2021 (including the cash and deferred equity components); and

•equity granted under the 2021 LTVR plan

1

.

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.

2021 LTVR

award

Name

Maximum

STVR

opportunity

(pro rata)

($)

STVR

award

(% of

maximum)

STVR

outcome ($)

Maximum

STVR

foregone

($)

Face value

1


(pro rata)

($)

Managing Director & Chief Executive Officer

Peter King 3,600,000 47% 1,680,000 1,920,000 3,200,000

Group Executives

Scott Collary

2

Chief Operating Officer 1,676,404 53% 889,000 787,404 2,062,500

Chris de Bruin

2

Chief Executive, Consumer & Business Banking 1,402,911 67% 935,000 467,911 1,721,575

Carolyn McCann

Group Executive, Customer & Corporate Relations 1,005,000 57% 570,000 435,000 1,230,000

Anthony Miller

2

Chief Executive, Westpac Institutional Bank 1,675,582 47% 784,000 891,582 2,060,417

Christine Parker

Group Executive, Human Resources 1,200,000 53% 640,000 560,000 1,562,000

Simon Power

2

Acting Chief Executive Officer, Westpac New Zealand 307,850 53% 164,133 143,717 67,298

Michael Rowland

Chief Financial Officer 1,350,000 60% 810,000 540,000 1,700,000

David Stephen

Chief Risk Officer 2,025,000 43% 878,000 1,147,000 2,559,375

Les Vance

Group Executive, Financial Crime, Compliance & Conduct 1,070,959 52% 557,000 513,959 1,303,288

Jason Yetton

Chief Executive, Specialist Businesses & Group Strategy 1,762,500 70% 1,234,000 528,500 2,150,000

Former Group Executives

Richard Burton

2

Acting Chief Executive, Consumer 424,603 60% 255,000 169,603 141,534

Guil Lima

2

Chief Executive, Business 824,712 17% 137,452 687,260 2,072,500

David McLean

2

Chief Executive Officer, Westpac New Zealand 1,123,879 0%0 1,123,879 1,845,791

Gary Thursby

2

Acting Chief Information Officer 518,116 - - - -

Alastair Welsh

2

Acting Group Executive, Enterprise Services 182,959 46% 84,000 98,959 60,986

Curt Zuber

2

Acting Chief Executive, Westpac Institutional Bank 110,959 - - - -

Average Group Executive STVR award (% of maximum)48%

1.Calculated by multiplying the number of rights by the five day VWAP up to the commencement of the performance period. The five

day VWAP was $17.10 for awards made in December 2020 and April 2021. For Richard Burton and Alastair Welsh, given their Acting

capacity, the five day VWAP was $20.02 for awards made in December 2020 which were allocated under the Restricted Share plan with

a deferral period of four years subject to continued service and adjustment.

2.The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

60WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

4. Further detail on the executive variable reward structure

This section provides further details of the 2021 STVR and LTVR plans.

4.1. Short term variable reward

The table below sets out the key design features of the 2021 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

opportunity

The 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.

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

measures

STVR 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 three sections:

• Values and behaviours assessment: Consideration of the degree to which individuals have demonstrated

Westpac's values of 'Helpful, Ethical, Leading change, Performing and Simple';

• 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 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 2021 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 2022There are no changes to the 2022 STVR plan.

61WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

4 SHAREHOLDER INFORMATION

1 STRATEGIC REPORT

Directors’ report

4.2. Long term variable reward

The table below sets out the key design features of the 2021 LTVR Plan awarded in December 2020.

Long term variable reward plan

Plan structureLTVR 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

opportunity

The 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 2021 is 133% of fixed remuneration, and the face value of

LTVR opportunities for the Group Executives (excluding Acting Group Executives) range between 135% and 183% of

fixed remuneration.

Allocation

methodology

The 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 2021 LTVR grant).

Performance

hurdles

LTVR 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. 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 against eight Australian financial services companies

using a percentile ranking vesting schedule as outlined below.

Westpac’s TSR performance Indicative 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%

The comparator group of companies comprise: AMP, ANZ Banking Group, Bank of Queensland, Bendigo and

Adelaide Bank, Commonwealth Bank of Australia, Macquarie Group, National Australia Bank and Suncorp Group.

Assessment of

performance

outcomes

The 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.

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 2022There are no changes to the 2022 LTVR plan, noting that any shares that may be delivered from 2022 onwards are

only able to be sold to meet tax obligations until the minimum shareholding requirement is met. Refer to Section 5.2

for further detail.

Other LTVR awards

currently on foot

Vesting datePerformance hurdlesFurther detail

2019 LTVR award30 September

2022

Relative TSR performance against a weighted composite index of

comparator companies (50%) and average cash ROE performance (50%)

Refer to the 2019

Annual Report

2020 LTVR award30 September

2023

Relative TSR performance against an index of comparator companies

(100%)

Refer to the 2020

Annual Report

62WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

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; and

• 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;

• corporate goals and objectives relevant to the remuneration of the CEO;

• 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; and

• approving any equity-based plans.

In carrying out its duties, the Board Remuneration Committee accesses internal personnel (including 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 other Board Committees

with respect to remuneration outcomes, adjustments to

remuneration in light of relevant matters and alignment of

remuneration with the risk management framework.

Divisional 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 2021, 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.

In 2021, no remuneration recommendations, as prescribed under the Corporations Act 2001 (Cth) (Corporations Act), were made by

Board advisers.

63WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

4 SHAREHOLDER INFORMATION

1 STRATEGIC REPORT

Directors’ report

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 2021, 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:

• shares held outright in the individual’s name either solely or jointly with another person;

• shares held in an employee share plan (including deferred STVR); and

• 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.

Any shares that may be delivered to the CEO and Group Executives through LTVR grants from 2022 onwards are

only able to be sold to meet tax obligations, until their minimum shareholding requirement is met.

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

WhoConditions

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 cause

CEO and Group Executives • Immediately for misconduct

• Three months' notice for poor performance

Post-employment restraints

CEO 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 2021 was $14.5 million (2020:

$14.9 million).

64WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

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 6.3 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 feesAdditional 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

contributions

Reflects statutory superannuation contributions which are capped at the superannuation maximum

contributions base as prescribed under the Superannuation Guarantee legislation.

Subsidiary Board and Advisory

Board fees

Relates to service on Subsidiary Boards and Advisory Boards and are paid by the relevant subsidiary.

6.2. Non-executive Director remuneration in 2021

The table below sets out the annual Board and standing Committee fees (exclusive of superannuation). Changes in

Board and Committee composition during the year are set out in the overview of Directors' meetings in Section 9

of the Directors' report.

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. For 2021, $3.92

million (87%) of the fee pool was used. The fee pool includes employer superannuation contributions.

Base and Committee feesAnnual fee $

Chairman890,000

Other Non-executive Directors225,000

Committee Chairman fees

Board Audit Committee70,400

Board Risk Committee90,000

Board Remuneration Committee63,800

Board Technology Committee35,200

Board Legal, Regulatory & Compliance Committee67,500

Committee membership fees

Board Audit Committee32,000

Board Risk Committee32,000

Board Remuneration Committee29,000

Board Technology Committee20,000

Board Legal, Regulatory & Compliance Committee30,000

Subsidiary Board and Advisory Board fees

During the reporting period, there were no additional fees paid to Non-executive Directors.

6.3. 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 value not less than the Board base fee, within five years of appointment to the Board.

At 30 September 2021, all Non-executive Directors comply with the requirement.

65WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

4 SHAREHOLDER INFORMATION

1 STRATEGIC REPORT

Directors’ report

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 Banking

Corporation Board

fees

1

Subsidiary and

Advisory Board

fees

Non-

monetary

benefits

2

SuperannuationTotal

Name$$$$$

Current Non-executive Directors

John McFarlane, Chairman

2021893,423 - 8,35522,573924,351

2020480,054 - 8,33514,698503,087

Nerida Caesar

2021276,058 - - 22,290298,348

2020294,454 - - 21,012315,466

Craig Dunn

2021322,034 - - 22,311344,345

2020323,268 - - 21,079344,347

Audette Exel AO

3

202123,438 - - 2,34425,782

2020---------------------------------------- Not a KMP in 2020 ----------------------------------------

Steven Harker

2021312,419 - - 22,351334,770

2020306,349 - - 21,029327,378

Michael Hawker AM

3

2021242,854 - - 19,692262,546

2020---------------------------------------- Not a KMP in 2020 ----------------------------------------

Chris Lynch

2021290,111 - - 22,296312,407

202024,454 - - 2,32326,777

Peter Marriott

2021398,527 - - 22,346420,873

2020376,057 - - 21,1903 97, 247

Peter Nash

2021377,525 - - 22,273399,798

2020377,085 - - 21,187398,272

Nora Scheinkestel

3

2021169,400 - - 13,851183,251

2020---------------------------------------- Not a KMP in 2020 ----------------------------------------

Margaret Seale

2021320,110 - - 22,427342,537

2020303,523 - - 21,025324,548

Former Non-executive Director

Alison Deans

3

202164,240 - - 4,95469,194

2020323,671 - - 10,578334,249

Total fees

20213,690,139 - 8,355219,7083,918,202

2020

4

3,423,165 42,610 15,803180,4543,662,032

1. Includes fees paid to the Chairman and members of Board Committees.

2. Non-monetary benefits are determined on the basis of the cost to the Group including associated fringe benefits tax (FBT) where

applicable and includes bank funded car parking.

3. The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

4. Total fees for 2020 shown as reported in the 2020 Annual Report.

66WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

7.2. Remuneration details – Chief Executive Officer and Group Executives

The table below details remuneration for the CEO and Group Executives calculated in accordance with AAS.

Short term benefits

Post-

employment

benefits

Other

long term

benefitsShare 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

20212,402,786 840,000 30,548 - 46,33236,851404,355441,5814,202,453

20202,286,027 - 20,822 - 41,310463,100222,967369,5973,403,823

Group Executives

Scott Collary, Chief Operating Officer

10

20211,138,524 444,500 266,054 711,616 30,43216,796657,896176,0633,441,881

2020------------------------------------------------------- Not a KMP in 2020 -------------------------------------------------------

Chris de Bruin, Chief Executive, Consumer & Business Banking

10

2021966,699 467,500 172,286 480,570 22,03214,331548,716163,1712,835,305

2020------------------------------------------------------- Not a KMP in 2020 -------------------------------------------------------

Carolyn McCann, Group Executive, Customer & Corporate Relations

2021941,852 285,000 4,053 - 26,92113,669190,488133,3531,595,336

2020884,663 - 3,497 - 23,42429,421254,038156,5831,351,626

Anthony Miller, Chief Executive, Westpac Institutional Bank

10

20211,121,762 392,000 1,881 2,004,445 31,56116,0101,203,527181,5394,952,725

2020------------------------------------------------------- Not a KMP in 2020 -------------------------------------------------------

Christine Parker, Group Executive, Human Resources

2021971,685 320,000 2,908 - 28,11515,161185,986222,2801,746,135

2020950,258 - 3,497 - 28,18117,869203,130248,9101,451,845

Simon Power, Acting Chief Executive Officer, Westpac New Zealand

10

2021214,774 82,066 404 - 12,852 - - 64,180374,276

2020------------------------------------------------------- Not a KMP in 2020 -------------------------------------------------------

Michael Rowland, Chief Financial Officer

20211,241,835 405,000 64,765 - 27,90918,193 168,550 155,6522,081,904

202094,695 - 17,955 - 7,0 1 9122 - - 119,791

David Stephen, Chief Risk Officer

20211,848,612 439,000 8,804 - 37,56427,356543,067544,6923,449,095

20201,828,781(135,000)125,922 - 38,99127,2731,245,961412,9503,544,878

Les Vance, Group Executive, Financial Crime, Compliance & Conduct

2021985,785 278,500 4,070 - 34,34133,102575,260150,0102,061,068

2020278,702 - 774 - 9,06238,817155,4036,678489,436

Jason Yetton, Chief Executive, Specialist Businesses & Group Strategy

20211,175,416 617,000 2,908 - 33,09517,803 256,778 283,2242,386,224

2020505,257 - 717 - 12,44548 - 35,487553,954

Former Group Executives

Richard Burton, Acting Chief Executive, Consumer

10

2021315,029 127,500 490 - 13,07532,573135,974 - 624,641

2020255,558 - 1,661 - 9,16221,802136,628 - 424,811

Guil Lima, Chief Executive, Business

10,11,13

20211,173,881 68,726 64,277 929,966 4,82316,732564,646 1,152,275 3,975,326

2020990,070 - 279,315 442,860 3,74814,548595,31482,9752,408,830

David McLean, Chief Executive Officer, Westpac New Zealand

10,11,12,13

20211,061,610 - 2,135 679,739 110,345 - - 1,136,6272,990,456

2020989,209 - 3,497 - 94,548 - - 506,6261,593,880

Gary Thursby, Acting Chief Information Officer

10,11,13

2021329,881 - 171 1,581,621 24,260 (208,232)123,618372,3422,223,661

20201,206,783 - 3,497 120,000 29,39476,758247,071278,5291,962,032

Alastair Welsh, Acting Group Executive, Enterprise Services

10

2021114,293 42,000 215 - 5,51817,22162,810 - 242,057

2020832,473 - 2,894 - 28,03620,756585,938731,470,170

Curt Zuber, Acting Chief Executive, Westpac Institutional Bank

10

202143,314 - 1,221 - 21,817(96,569)33,924 - 3,707

2020299,950

- 440

- 68,87615,170188,476 - 572,912

67WESTPAC GROUP 2021 ANNUAL REPORT
3 FINANCIAL STATEMENTS

2 GROUP PERFORMANCE

4 SHAREHOLDER INFORMATION

1 STRATEGIC REPORT

Directors’ report

1. Fixed remuneration is the total cost of salary, salary sacrificed benefits (including motor vehicles, parking and associated FBT where

applicable) and an accrual for annual leave entitlements.

2. The cash STVR award is typically paid in December following the end of the financial year.

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. The approach to recognising cash relocation allowances in 2021 has been amended to recognise the expense from the

commencement date as a KMP to the end of a clawback period. 2020 values for relevant individuals have been restated for alignment

given cash relocation allowances were previously recognised evenly over two years.

4. Includes payments on cessation of employment or other contracted amounts. The approach to recognising the cash portion of buyout

arrangements has been amended to recognise the expense from commencement date as a KMP to the end of a clawback period. 2020

values for relevant individuals have been restated for alignment given cash portions of buyouts were previously recognised in full in the

year in which they were paid.

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 amortisation approach for restricted shares has been amended to include the service period when the award was earned. This

typically results in amortisation over an additional year. In prior years, the amortisation approach only used the vesting period. This

means the 2021 amortisation value now includes a portion of the 2021 STVR outcome. In prior years, the current year STVR outcome

was not included in the current reporting period. The 2020 values have been restated to align with the current year presentation. The

2020 values for Peter King and Les Vance reflect amortisation from prior year awards while in previous roles with lower total target

remuneration. The restricted shares held by Scott Collary, Chris de Bruin, Anthony Miller, Guil Lima and a portion of shares held by 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.

7. Equity-settled remuneration is based on the amortisation over the performance and vesting period (normally two to four years). It

is calculated using the fair value at the grant date of hurdled and unhurdled share rights granted during the four years ending 30

September 2021. The methodology applied to calculate fair value at grant date has been updated with a consistent external valuation

using the invitation opt out date. The 2020 values have been restated to align with the current year presentation. Details of prior year

grants are disclosed in previous Annual Reports. The 2021 value for David McLean includes 5% attributed to deferred STVR awards. The

2021 value for Simon Power includes 31% attributed to deferred STVR awards. The 2020 comparison has been restated to include the

allocation for Peter King awarded following approval at the 2020 Annual General Meeting.

8. The expensed value of the 2019 LTVR cash ROE hurdled performance share rights has been reduced to zero. This reflects the current

assessment of the probability of vesting.

9. The percentage of total remuneration which is performance related (i.e. cash STVR awards plus share-based payments) was: Peter King

40%, Scott Collary 37%, Chris De Bruin 42%, Carolyn McCann 38%, Anthony Miller 36%, Christine Parker 42%, Simon Power 39%, Michael

Rowland 35%, David Stephen 44%, Les Vance 49%, Jason Yetton 48%, Richard Burton 42%, Guil Lima 45%, David McLean 38%, Gary

Thursby 22%, Alastair Welsh 43%, Curt Zuber n/a. The percentage of total remuneration delivered in the form of options or share rights

was: Peter King 11%, Scott Collary 5%, Chris De Bruin 6%, Carolyn McCann 8%, Anthony Miller 4%, Christine Parker 13%, Simon Power

17%, Michael Rowland 7%, David Stephen 16%, Les Vance 7%, Jason Yetton 12%, Richard Burton n/a, Guil Lima 29%, David McLean 38%,

Gary Thursby 17%, Alastair Welsh n/a, Curt Zuber n/a.

10. The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

11. Fixed remuneration for Guil Lima, David McLean and Gary Thursby 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.

12. From 26 June 2021 to 31 July 2021, David acted as an advisor to the Group and received fixed remuneration of $97,249 (including

superannuation), which has been excluded from the table on the basis that it does not relate to his KMP role.

13. The share based payment values for Guil Lima, David McLean and Gary Thursby 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.

68WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

7.3. Movement in equity-settled instruments during the year

The table below shows the movements in the number and value of equity instruments for the CEO and Group

Executives under the relevant plan during 2021.

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 rights199,525 - - 1,239,724 - 1,567,392

Shares under Restricted Share Plan- 17,048 - - - -

Group Executives

Scott Collary

6

Performance share rights120,614 - - 771,930 - -

Shares under Restricted Share Plan75,088 - - 1,646,334 - -

Chris de Bruin

6

Performance share rights100,676 - - 874,201 - -

Shares under Restricted Share Plan61,046 - - 1,468,343 - -

Carolyn McCannPerformance share rights71,929 - - 460,346 - -

Shares under Restricted Share Plan- 18,220 - - - -

Anthony Miller

6

Performance share rights120,492 - - 771,149 - -

Shares under Restricted Share Plan123,295 - - 2,813,233 - -

Christine ParkerPerformance share rights91,345 - - 584,608 - 1,147,969

Shares under Restricted Share Plan- 15,013 - - - -

Simon Power

6

Performance share rights- - - - - -

Unhurdled share rights1,295 - - 27,066 - -

Michael RowlandPerformance share rights99,415 - - 636,256 - -

Shares under Restricted Share Plan- - - - - -

David StephenPerformance share rights149,671 - - 957,894 - -

Shares under Restricted Share Plan- 42,072 - - - -

Les VancePerformance share rights76,214 - - 512,794 - -

Shares under Restricted Share Plan14,985 20,694 - 301,134 - -

Jason YettonPerformance share rights125,988 - - 805,753 - -

Shares under Restricted Share Plan- - - - - -

Former Group Executives

Richard Burton

6

Performance share rights- - - - - -

Shares under Restricted Share Plan16,508 15,188 - 331,740 - -

Guil Lima

6

Performance share rights121,198 - - 775,667 - -

Shares under Restricted Share Plan- 19,692 - - - -

David McLean

6

Performance share rights106,919 - - 684,282 - 1,227,244

Unhurdled share rights- 20,559 - - - -

Gary Thursby

6

Performance share rights- - - - - 1,071,438

Shares under Restricted Share Plan- 14,369 - - - -

Alastair Welsh

6

Performance share rights- - - - - -

Shares under Restricted Share Plan- 20,137 - - - -

Curt Zuber

6

Performance share rights- - - - - -

Shares under Restricted Share Plan- 39,066 - - - -

1. Performance share rights granted to the CEO were approved by shareholders at the 2020 Annual General Meeting under ASX Listing

Rule 10.14. No performance options were granted in 2021. Any deferred STVR awards in the form of restricted shares (or unhurdled

share rights for KMP in New Zealand) are awarded in December each year. Shares allocated under the Restricted Share Plan for Scott

Collary, Chris de Bruin and Anthony Miller relate to buy out awards. For Scott Collary, the restricted shares were allocated in February

2021 and vest between December 2022 and December 2023. For Chris de Bruin, the restricted shares were allocated in March 2021 and

vest between April 2022 and December 2023. For Anthony Miller, the restricted shares were allocated in February and April 2021 and

vest between February 2022 and March 2025.

2. No hurdled share rights granted in 2016 vested in October 2020 when assessed against the relative TSR and cash ROE performance

hurdles. For David Stephen, 32,581 of the restricted shares that vested were in relation to a buy out award which represents 24% of the

total number of shares allocated for that award. For Guil Lima, all of the restricted shares that vested were in relation to a buy out award

which represents 43% of the total number of shares allocated for that award.

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. 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 2021, 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 the performance year the award was earned and the applicable 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 or resignation.

6. The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

69WESTPAC GROUP 2021 ANNUAL REPORT
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Directors’ report

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 2020

1

. 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

dateTest dateExpiry

Fair value

per instrument

2

Westpac

LTVR Plan

CEO and Group

Executives

Relative

TSR

17 December

2020

1 October

2020

1 October

2024

1 October

2035

$6.35 for the CEO

$6.40 for the Group Executives

The allocation methodology differs from the fair value used for accounting purposes. The allocation is 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. Refer to Section 4.2 for further detail.

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 2021

3

.

Number held at

start of the year

Changes

during the year

Number held at

end of the year

Current Non-executive Directors

John McFarlane10,00030,00040,000

Nerida Caesar13,583-13,583

Craig Dunn15,009-15,009

Audette Exel AO

4

n/a-4,000

Steven Harker13,170-13,170

Michael Hawker AM

4

n/a4,558 20,854

Chris Lynch

5

13,090-13,090

Peter Marriott

6

40,311-40,311

Peter Nash15,260100 15,360

Nora Scheinkestel

4

n/a112 5,172

Margaret Seale

7, 8

38,680(12,522)26,158

Former Non-executive Director

Alison Deans

4

15,632-n/a

1.LTVR awards were also granted to Chris de Bruin on 8 February 2021 with a fair value of $8.39, Chris de Bruin and Les Vance on 8 April

2021 with a fair value of $12.24. These grants have a commencement date of 1 October 2020, a test date of 1 October 2024 and an

expiry date of 1 October 2035. In addition, Peter King and Jason Yetton were also granted LTVR awards on 17 December 2020 with a

fair value per instrument of $4.15 and $4.19 respectively. The commencement date of these awards 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. The grant date used for accounting purposes was 16 December 2020 for the CEO and 11 December

2020 for the Group Executives.

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 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 100 Capital Notes 7 at year end.

8.The disposal of 12,522 ordinary shares related to the finalisation of an estate.

70WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

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 2021

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 & Chief Executive Officer

Peter King Ordinary shares131,886 - - - - 131,886 -

Performance share rights346,795 199,525 - (85,690)- 460,630 -

Group Executives

Scott Collary

3

Ordinary sharesn/a75,088 - - - 75,088 -

Performance share rightsn/a120,614 - - - 120,614 -

Chris de Bruin

3

Ordinary sharesn/a61,046 - - - 61,046 -

Performance share rightsn/a100,676 - - - 100,676 -

Carolyn McCannOrdinary shares67,175 - - - - 67,175 -

Performance share rights102,20771,929 - - - 174,136 -

Anthony Miller

3

Ordinary sharesn/a123,295 - - 123,295 -

Performance share rightsn/a120,492 - - - 120,492 -

Christine ParkerOrdinary shares32,457 - - - (3,000)29,457 -

Performance share rights252,23191,345 - (62,760)- 280,816 -

Simon Power

3

Ordinary sharesn/a- - - - 236 -

Unhurdled share rightsn/a1,295 - - - 38,122 -

Michael RowlandOrdinary shares- - - - - - -

Performance share rights- 99,415 - - - 99,415 -

David StephenOrdinary shares154,910 - - - - 154,910 -

Performance share rights364,381 149,671 - - - 514,052 -

Les VanceOrdinary shares78,767 14,985 - - (12,000)81,752 -

Performance share rights22,227 76,214 - - - 98,441 -

Jason YettonOrdinary shares- - - - - - -

Performance share rights54,213 125,988 - - - 180,201 -

Former Group Executives

Richard Burton

3

Ordinary shares71,749 16,508 - - - n/an/a

Performance share rights- - - - - n/a n/a

Guil Lima

3

Ordinary shares46,085 - - - - n/an/a

Performance share rights57,819 121,198 - - - n/a n/a

David McLean

3

Ordinary shares9,613 - - - - n/an/a

Performance share rights284,473 106,919 - (67,094)- n/an/a

Unhurdled share rights98,115 - - - - n/a n/a

Gary Thursby

3

Ordinary shares128,573 - - - -n/an/a

Performance share rights250,336 - - (58,576)- n/a n/a

Alastair Welsh

3

Ordinary shares73,200 - - - - n/an/a

Performance share rights- - - - - n/a n/a

Curt Zuber

3

Ordinary shares202,934 - - - - n/an/a

Performance share rights- - - - - n/a n/a

1. The highest number of shares held by an individual in the table is 0.0055% of total Westpac ordinary shares outstanding as at

30 September 2021.

2. Forfeitures or lapses during the year are as a result of a failure to meet performance conditions or resignation.

3. The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

71WESTPAC GROUP 2021 ANNUAL REPORT
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Directors’ report

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 Directors350,18492,490- 9,894,9874

CEO and Group Executives14,561,628311,403- 19,029,937 8

Total14,911,812403,893- 28,924,92412

The table below details KMP (including their related parties) with loans above $100,000 during 2021.

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- 39,871- 4,999,4007,004,409

Chris Lynch - 26,996- 3,931,9656,000,000

Peter Nash 350,18413,397- 367,702462,880

Margaret Seale- 12,226- 595,9201,720,795

CEO and Group Executives

Peter King- 10,547 - 1,158,000 1,162,094

Scott Collary

1

n/a35,553- 2,465,1262,505,053

Carolyn McCann261,37311,698- 605,601672,898

Anthony Miller

1

n/a21,120- 2,637,9142,803,258

Christine Parker5,535,827124,127- 5,505,8755,556,015

Simon Power

1

n/a9,736- 1,162,6111,162,611

Les Vance2,531,88553,506- 2,644,8102,765,595

Jason Yetton - 21,702- 2,850,0003,007,289

Former Group Executives

David McLean

1

681,20619,890- n/a1,457,242

Alastair Welsh

1

651,3373,524- n/a699,789

Curt Zuber

1

4,900,000-- n/a4,900,000

1. The information relates to the period the individual was a KMP. Refer to Section 1 for further details.

72WESTPAC GROUP 2021 ANNUAL REPORT
Directors’ report

Directors’ report

11. Auditor

a) Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act

is below:



PricewaterhouseCoopers, ABN 52 780 433 757

One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001

T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.





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b)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 2020

and 2021 financial years are set out in Note 34 to the financial statements.

PwC also provides audit and non-audit services to non-consolidated entities, non-consolidated trusts of which a

Westpac Group entity is trustee, manager or responsible entity and non-consolidated superannuation funds or

pension funds. The fees in respect of these services were approximately $9.6 million in total (2020: $6.1 million).

PwC may also provide audit and non-audit services to other entities in which Westpac holds a minority interest

and which are not consolidated. Westpac is not aware of the amount of any fees paid to PwC by those entities.

Westpac has a policy on engaging PwC, details of which are set out in its Corporate Governance Statement in the

section ‘‘Engagement of the external auditor’.

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 2021 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.

12. Responsibility statement

The Directors of Westpac Banking Corporation confirm that to the best of their knowledge:

•the consolidated financial statements for the financial year ended 30 September 2021, which have been

prepared in accordance with the accounting policies described in Note 1 to the consolidated financial

statements, being in accordance with Australian Accounting Standards (AAS), give a true and fair view of the

assets, liabilities, financial position and profit of the Group; and

•the Annual Report from the section entitled ‘About Westpac’ to and including the section entitled ‘Other

Westpac business information’ includes a fair review of the information required by the Disclosure Guidance

and Transparency Rules 4.1.8R to 4.1.11R of the United Kingdom Financial Conduct Authority, together with a

description of the principal risks and uncertainties faced by the Group.

Signed in accordance with a resolution of the Board.

John McFarlane Peter King

Chairman Managing Director & Chief Executive Officer

31 October 2021 31 October 2021

74WESTPAC GROUP 2021 ANNUAL REPORT
Information on Westpac

Significant developments

COVID-19 impacts

The continued social and economic effects of COVID-19

over this year have been impacted by the emergence

and spread of new variants, the rollout of vaccines, and

the evolution of local and global responses, including

lockdowns and social restrictions, and prudential,

industry and economic measures taken by governments

and regulators world-wide.

Westpac has continued to support customers impacted

by the COVID-19 pandemic, including via repayment

deferrals, fee waivers, special interest rates and special

loans, although the current levels of support are down

on the 2020 peaks.

Further information on the impacts of COVID-19 is set

out in the ‘Strategic review’ and ‘Risk factors’ sections.

Westpac significant developments - Australia

Off-market buy-back

Westpac has announced an off-market buy-back of

up to $3.5 billion worth of Westpac shares. Westpac’s

operating performance and progress on our strategic

priorities, including the completion of a number of

divestments, have contributed to a strong capital

position, allowing us to return capital to shareholders.

Exit of specialist businesses

Following a strategic review of the specialist businesses

in 2020, Westpac determined it would look to exit

these businesses over time. During 2021, the following

transactions have been announced and/or completed.

Completed transactions:

• Sale of Westpac General Insurance Limited and

Westpac General Insurance Services Limited to

Allianz;

• Sale of Westpac’s Vendor Finance business to Angle

Finance; and

• Sale of Westpac Lenders Mortgage Insurance

Limited to Arch Capital Group.

Announced transactions that have not yet completed:

• Sale of Westpac’s motor vehicle dealer finance and

novated leasing businesses to Angle Finance;

• Sale of Westpac Life-NZ-Limited to Fidelity Life

Assurance Company Limited; and

• Sale of Westpac Life Insurance Services Limited to

TAL Dai-ichi Life Australia Pty Limited.

Approvals may be required from shareholders,

regulators or other stakeholders in order to divest

businesses and assets, and there is a risk that these

approvals may not be received or that the purchaser

does not complete these transactions for other reasons.

In addition, some of these transactions have involved

the giving of warranties and indemnities in favour of

the buyer for certain pre-completion matters. Further

information is set out in the ‘Risk factors’ section and

Note 26.

In December 2020, Westpac announced the proposed

sale of its Pacific businesses (comprised of Westpac

Fiji and the Group’s 89.9% stake in Westpac Bank PNG

Limited) to Kina Securities Limited (Kina). Following

the decision by Papua New Guinea’s Independent

Consumer and Competition Commission to deny

authorisation for the proposed acquisition, on

22 September 2021 Westpac announced the parties

had agreed to terminate the sale agreements.

Westpac will continue to operate the Pacific businesses

and support its customers while assessing other

options.

Further detail in relation to these transactions and in

relation to the terminated sale of Westpac’s Pacific

businesses is available in Note 37 to the financial

statements.

Westpac significant developments - New Zealand

WNZL leadership changes

On 24 September 2021, Westpac announced the

appointment of Catherine McGrath as CEO of Westpac

New Zealand Ltd (WNZL) subject to regulatory

approvals, following the retirement of David McLean.

Simon Power has been acting CEO since the end of

June 2021 and will continue to do so until Catherine

commences as CEO on 15 November 2021.

On 1 October 2021, Pip Greenwood was appointed

Chair of the Board of WNZL following the retirement of

Jan Dawson CNZM.

Reviews required under section 95 of the Reserve

Bank of New Zealand Act 1989

On 23 March 2021, the RBNZ issued two notices to

WNZL under section 95 of the Reserve Bank of New

Zealand Act 1989 requiring WNZL to supply two

external reviews to the RBNZ. The reviews are required

to address prudential concerns raised by the RBNZ

around WNZL’s risk governance practices and policies

following various compliance issues reported over

recent years. Those issues include non-compliance with

the RBNZ’s liquidity, capital adequacy and outsourcing

requirements and IT outages.

The first review (Liquidity Review), being undertaken

by Deloitte Touche Tohmatsu, relates to the

effectiveness of WNZL’s actions to improve liquidity

risk management and the associated risk culture,

following previously identified breaches of the RBNZ’s

Liquidity Policy (BS13) and non-compliance identified

through the RBNZ’s liquidity thematic review. The

second review (Board Governance Review), being

undertaken by Oliver Wyman Limited, requires an

assessment of the effectiveness of WNZL’s risk

governance, with a focus on the role played by the

Board.

Separate to the section 95 reviews, WNZL has also

committed to the RBNZ and FMA to address its

technology issues, and to engage Deloitte to monitor

progress. While work has been underway to address

these areas for some time, more work is required to

meet WNZL’s expectations and those of the regulator.

In addition, WNZL has identified various weaknesses

in its risk management, for example control gaps in

its compliance environment as well as shortcomings

in its risk governance practices. WNZL is taking steps

Information on Westpac

3 FINANCIAL STATEMENTS
2 GROUP PERFORMANCE

75WESTPAC GROUP 2021 ANNUAL REPORT

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Information on Westpac

to address these matters and further issues requiring

attention may be identified.

From 31 March 2021, the RBNZ amended WNZL’s

conditions of registration, requiring WNZL to discount

the value of its liquid assets by approximately 14%

which at 30 September 2021 was NZ$2.5 billion. This

overlay will apply until the RBNZ is satisfied that:

• the RBNZ’s concerns regarding liquidity risk

controls have been resolved; and

• sufficient progress has been made to address risk

culture issues in WNZL’s Treasury and Market and

Liquidity Risk functions.

The Liquidity Review and Board Governance Review

only apply to WNZL and not to Westpac in Australia or

its New Zealand branch.

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 components:

• Increasing total capital requirements from 10.5% of

risk weighted assets (RWA) to 18% for systemically

important banks (including WNZL) and 16% for all

other banks;

• 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.

Given current market conditions, the RBNZ delayed the

start date of increases in capital until 1 July 2022, but

the new definitions of eligible capital came into effect

on 1 October 2021. Banks will be given up to seven

years to comply with the new requirements.

The new processes for issuing Tier 2 instruments in

the RBNZ’s final Banking Prudential Requirements

documents apply from 1 July 2021. Several further

changes to WNZL’s Conditions of Registration apply

from 1 October 2021.

RBNZ review of overseas bank branches

On 20 October 2021, the RBNZ announced it is

reviewing its policy for branches of overseas banks

(including Westpac Banking Corporation’s New Zealand

branch). The RBNZ has indicated the objective of the

review is to create a simple, coherent and transparent

policy framework for branches of overseas banks.

The RBNZ has issued its first consultation paper on

the review, and has indicated it intends to publish a

second consultation paper in mid-2022, setting out its

proposed approach.

Review of New Zealand business

Following a review of the Westpac New Zealand

business this year, Westpac determined that a demerger

was not in the best interests of shareholders and that it

would retain its 100 per cent ownership of that business.

The review identified opportunities to improve service

for customers and value across the Westpac New

Zealand business which will be progressed with the

WNZL Board and management team.

Regulatory and risk developments

Enforceable undertaking on risk governance

remediation, Integrated Plan and CORE program

On 1 December 2020, APRA announced the findings

from its risk governance review into Westpac, including

that Westpac has an immature and reactive risk culture,

unclear accountabilities, capability shortfalls and

inadequate oversight relating to the management of

risk. On 3 December 2020 Westpac confirmed it had

entered into an enforceable undertaking with APRA in

relation to Westpac’s risk governance remediation (EU).

The key terms of the EU include:

• Integrated Plan: Developing a plan which outlines

all major risk governance remediation activities in

relation to both financial and non-financial risk, sets

a clear timeline for implementation, and specifies

accountability for delivery. APRA has approved

Westpac’s Integrated Plan. Westpac’s Customer

Outcomes and Risk Excellence (CORE) Program

is delivering the Integrated Plan and supporting

the strengthening of Westpac’s risk governance,

accountability, and culture. Further information in

relation to progress of the CORE program is set out

in the ‘Strategic review’ section.

• Governance and independent oversight: Providing

sufficient funding and resources to implement

the Integrated Plan and establishing appropriate

governance arrangements. Independent assurance

over implementation of the Integrated Plan is also

required. Promontory Australia has been appointed

as the Independent Reviewer.

• Regular reporting: The Independent Reviewer is

to provide regular updates to APRA on Westpac’s

compliance with the EU and the Integrated Plan.

Westpac is also required to provide regular

progress reports to APRA. Promontory Australia has

provided three reports to APRA so far.

• Clarity on accountability: Incorporating

accountability for the delivery of the Integrated

Plan into relevant Banking Executive Accountability

Regime statements and remuneration scorecards,

which has occurred.

Risk management

Westpac is continuing to upgrade its end-to-end

management of risk. A range of significant

shortcomings and areas for improvement in Westpac’s

risk governance have been highlighted in recent

reviews, including embedding of its risk management

framework, policies and systems, regulatory reporting,

data quality and management, product governance and

its risk capabilities. The Group has a number of risks

currently considered outside of risk appetite or that do

not meet the expectations of regulators.

76WESTPAC GROUP 2021 ANNUAL REPORT
Information on Westpac

The CORE program, discussed above, is designed to

deliver improvements in many of these areas, including

embedding a more proactive risk culture, embedding

the three lines of defence model to establish clearer

risk management accountabilities, improving the

control environment, and improving risk awareness,

capability and capacity through organisation-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, regulatory

reporting and data quality and management.

Further information about risk management is set out

in the ‘Risk and risk management’ section.

APRA action against Westpac for breaches of liquidity

requirements

On 1 December 2020, APRA announced it was

taking action for breaches by Westpac of APRA’s

prudential standards on liquidity . A program of work

is underway to address APRA’s requirements, including

the commencement of APRA mandated reviews and

remediation of shortcomings identified as part of these

reviews. From 1 January 2021, APRA has required the

Group to increase the value of its net cash outflows by

10% for the purpose of calculating liquidity coverage

ratio (LCR). The impact of this overlay on the Group

LCR as at 30 September 2021 was 13 percentage points.

This overlay will be in place until the shortcomings have

been rectified.

APRA phasing out reliance on Committed Liquidity

Facility

On 10 September 2021, APRA announced it expects

ADIs to reduce their Committed Liquidity Facility (CLF)

usage to zero by 31 December 2022, and that no ADI

should rely on the CLF to meet its minimum 100% LCR

requirement from the beginning of 2022. Westpac’s

current CLF allocation is $37 billion. Westpac

expects to reduce its allocation in line with APRA’s

announcement, and to meet its liquidity requirements

by increasing its holdings of High Quality Liquid Assets.

This is also expected to increase the capital required

for Interest Rate Risk in the Banking Book to be held by

the Group.

Financial crime

Westpac has continued to improve its financial crime

risk management program. This involves a significant

multi-year program of work to improve financial crime

risk management (including AML/CTF, Sanctions,

Anti-Bribery and Corruption, Foreign Account Tax

Compliance Act (FATCA) and Common Reporting

Standards (CRS)).

Through this work, Westpac is undertaking activities

to remediate and improve controls in multiple areas

including initial, enhanced and ongoing customer due

diligence and associated record keeping, upgrading

customer and payment screening and transaction

monitoring solutions, establishing data reconciliations

and checks to ensure the completeness of data

feeding into its financial crime systems, and improving

regulatory reporting including in relation to IFTIs,

Threshold Transaction Reports and Suspicious Matter

Reports (including ‘tipping off’ controls).

With increased focus on financial crime, further issues

requiring attention may be identified.

Details about the consequences of failing to comply

with financial crime obligations are set out in the ‘Risk

factors’ section.

Life insurance premium review

On 12 October 2021, Westpac noted it was reviewing

premium increases on certain life insurance products

issued by Westpac Life Insurance Services Limited. The

review is ongoing and relates to life insurance products

sold under Product Disclosure Statements issued in the

years 2010 to 2017. See Note 26 for further information.

APRA capital requirements

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 self-assessment.

The overlay has applied from 30 September 2019.

• $500 million in response to the magnitude and

nature of issues that were the subject of the

AUSTRAC proceedings. The overlay has applied

from 31 December 2019.

Both overlays have been applied through an increase in

RWA. The impact on Westpac’s Level 2 common equity

Tier 1 (CET1) capital ratio at 30 September 2021 was a

reduction of 36 basis points.

APRA announcements affecting capital

As part of its response to the current environment,

APRA made the following announcements on capital:

• Regulatory support for banks offering temporary

financial assistance to borrowers impacted by

COVID-19, which allowed for payment deferrals up

to three months before 30 September 2021;

• On 15 December 2020, APRA issued revised capital

management guidance to all ADIs and insurers

that from 1 January 2021, APRA will no longer hold

ADIs to a minimum level of earnings retention

(previously 50% of net profit after tax in 2020).

However, APRA has stated it expects banks to

moderate dividend payout ratios, consider the use

of dividend reinvestment plans and/or other capital

management initiatives to offset the impact from

dividends and conduct regular stress testing;

• 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 by a year to 1 January 2022.

APRA is proposing changes to embed the

‘unquestionably strong’ level of capital in the capital

framework, including implementation of Basel III

reforms. On 21 July 2021 APRA released further

guidance on capital buffers and the calculation of

RWA including for specific asset classes. As part of

the proposal, APRA intends to increase the capital

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Information on Westpac

conservation buffer from 2.5% to 4.0% and introduce

a base level for the countercyclical capital buffer of

1.0%. As a result, the CET1 capital ratio requirement

for D-SIBS is proposed to increase from 8% to 10.5%

from 1 January 2023. We expect further clarity on the

changes ahead of 1 January 2023.

As referenced above, on 10 September 2021 APRA

announced it expects ADIs to reduce their CLF usage

to zero over the 2022 calendar year. This will result in

the Group increasing its holdings of High Quality Liquid

Assets.

APRA’s proposed revisions to subsidiary capital

investment treatment

On 5 August 2021 APRA released the final revised

standard for APS 111 Capital Adequacy: Measurement of

Capital which is effective from 1 January 2022. The final

standard includes changes to the parent ADI’s (Level

1) treatment of equity investments in banking and

insurance subsidiaries including:

• equity investments in subsidiaries (including any

Additional Tier 1 and Tier 2 capital investments in

subsidiaries) will be risk weighted at 250%, up to a

limit of 10% of Level 1 CET1 capital per investment;

and

• any equity investments in excess of the 10% limit

will be fully deducted from Level 1 CET1 capital in

determining Level 1 capital ratios.

The impact to the Group’s Level 1 ratio on a pro-

forma basis at 30 September 2021 is an approximate

reduction of 18 basis points. There is no impact from

this proposal on the calculation of the Group’s reported

regulatory capital ratios on a Level 2 basis.

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 2021, Westpac’s

Tier 2 ratio was 4.21%. This compares to a target

minimum Tier 2 Capital Ratio requirement of 5.0%.

APRA is still targeting an additional four to five

percentage points of loss-absorbing capacity. APRA

has stated that it will, over the next three years,

consider feasible alternative methods for raising the

remaining 1-2 percentage points.

General regulatory changes affecting our businesses

Cyber resilience

APRA, ASIC, and the Australian government have

intensified their focus on cyber resilience, given the

increasing number of cyber-related incidents. APRA is

seeking to ensure that regulated entities improve their

cyber resilience practices and has been focussing on

the effective implementation of its Prudential Standard

CPS 234 on Information Security. Westpac continues

to enhance its systems and processes to mitigate

cybersecurity risks, including in relation to third parties.

APRA prudential standard CPS 511: remuneration

On 27 August 2021, APRA released its final revised

Prudential Standard CPS 511 Remuneration. The new

standard has an effective date of 1 January 2023 for

significant financial institutions that are authorised

deposit-taking institutions (which includes Westpac).

The objective of the Standard is to ensure that APRA-

regulated entities maintain remuneration arrangements

which appropriately incentivise individuals to prudently

manage the risks they are responsible for, and that

there are appropriate consequences for poor risk

outcomes. Westpac is reviewing its remuneration

arrangements in line with the new requirements.

Proposed changes to lending laws and regulatory

requirements

In October 2021 APRA released a letter to ADIs

regarding strengthening residential mortgage lending

assessments and increased the minimum interest rate

buffer that it expects ADI’s to use when assessing

home loan serviceability, to at least 3.0 percentage

points above the loan product rate. The letter also

outlines APRA’s intention to keep the level of the buffer

under review and to review risk appetites for lending at

high debt-to-income ratios. It also indicated it expects

to release an Information Paper outlining its framework

for macroprudential policy by the end of this year.

On 25 September 2020, the government announced a

proposed simplification of Australia’s consumer credit

regulatory regime. The proposed legislation has not yet

passed the Senate, and if it does, we will make changes

as appropriate.

In addition to responsible lending, consumer credit is subject

to regulatory oversight through a range of mechanisms,

including APRA standards and guidance on credit

assessments by ADIs. Accordingly, without changes to these

regulatory requirements, removal of responsible lending

obligations (if this occurs) may not have a significant impact

on our overall consumer credit processes.

Focus on superannuation

On 1 July 2021, the ‘Your Future, Your Super’ reforms

came into effect. The key reforms involve:

• linking a person to their superannuation fund

throughout their working life (unless a person

chooses otherwise) to reduce people having

unintended multiple superannuation accounts;

• requiring APRA to conduct an annual, objective

test for MySuper products from 1 July 2021 (and

for other prescribed products from 1 July 2022).

Trustees that fail the test will have to notify

members of the underperformance. Where a

product has failed the performance test in two

consecutive years, the trustee is prohibited from

accepting new beneficiaries into that product. An

online ATO ‘YourSuper’ comparison tool was also

introduced to enable members to compare the

annual performance test outcomes of all MySuper

products; and

78WESTPAC GROUP 2021 ANNUAL REPORT
Information on Westpac

Fraud

Westpac’s proceedings against Forum Finance Pty Ltd

On 28 June 2021 Westpac commenced proceedings in

the Federal Court of Australia against Forum Finance

Pty Ltd (Forum Finance) and has since amended its

claim to join WNZL and add more respondents. This

followed the discovery of a significant fraud relating

to a portfolio of equipment leases with Westpac

customers, arranged by Forum Finance, which were

referred to Westpac’s Institutional Bank. The NSW

Police, ASIC and APRA have been notified. It appears

no Westpac customer has suffered a financial loss.

Westpac has obtained asset freezing and search orders

to preserve available assets and relevant information

and has supported the appointment of external

administrators to companies associated with directors

of Forum Finance. Westpac is also investigating how

this occurred.

Completed matters

During 2021, a number of litigation matters have been

finalised, including:

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. On 23 August 2021, the Federal

Court of Australia imposed civil penalties totalling

$10.5 million against BTFM ($3 million) and WSAL

($7.5 million) in relation to findings that those entities

had provided personal advice in calls to 14 customers in

contravention of the Corporations Act 2001 (Cth).

ASIC’s proceedings against BT Funds Management

and Asgard Capital Management

On 20 August 2020, ASIC commenced proceedings

in the Federal Court of Australia against BTFM and

Asgard Capital Management Limited (ACML), in

relation to allegations concerning the inadvertent

charging of financial advisor fees to 404 clients

totalling $130,006 after a request had been made

to remove the financial advisor from the customers’

accounts. On 23 July 2021, the Federal Court imposed

civil penalties totalling $3 million against BTFM

($1.5 million) and ACML ($1.5 million).

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 on the

recommendation of financial advisers employed within

the Westpac Group. On 9 August 2021, the Federal

Court approved the settlement of this matter, pursuant

to which Westpac will pay up to $30 million to settle

the claims made in the class action without any

admission of liability.

• the trustee’s duty to act in the best interests of

beneficiaries becoming an obligation to perform

their duties and exercise their powers in the best

financial interests of the beneficiaries, and reversing

the burden of proof for the best financial interests

duty, so the trustee has the onus of demonstrating

they have met this obligation.

Two BT MySuper products (AESA MySuper and

BT Super MySuper) failed the annual MySuper

performance test for the year ended 30 June 2021

and the BT trustee has notified relevant members of

this outcome. The annual performance assessment is

based on a combined seven-year performance of the

products. If those BT products also fail the next annual

performance test, the BT trustee will be precluded

from accepting new My Super members. Consistent

with its obligations and APRA’s expectations the BT

trustee is assessing the potential implications of these

circumstances and exploring options for the products

that are in the best financial interests of members.

ASIC and APRA are increasing their supervisory

focus on superannuation providers, including BT, with

an emphasis on member outcomes. Westpac’s BT

superannuation entity trustee has been responding

to requests for information from APRA in relation to

the comparative underperformance of certain of its

MySuper products, having regard to APRA’s MySuper

‘Heat Maps’. BT’s superannuation trustee is also

continuing with a program of work on enhancement

of member outcomes and accelerating its remediation

programs.

With increased regulatory focus on superannuation,

including a number of inquiries and investigations into

BT’s superannuation business, further issues requiring

attention may be identified.

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 be a focus of

Australia’s banking and financial services entities and

their regulators.

Presently, 46 recommendations apply to Westpac.

The Group continues with programs of work in

relation to all applicable recommendations that

have been the subject of legislative activity and/

or regulatory activity and, to date, has implemented

20 recommendations.

Other impacts arising from the Royal Commission

include claims being brought against financial

institutions in relation to matters considered during the

Royal Commission, and the referral of several cases of

misconduct to the financial regulators by Commissioner

Hayne.

Litigation and regulatory proceedings

Our entities are defendants from time to time in legal

proceedings arising from the conduct of our business.

Material legal proceedings are described below and in

Note 26 to the financial statements.

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U.S. AUSTRAC related class action

In January 2020, a U.S. class action was brought

on behalf of certain investors in Westpac securities

between 11 November 2015 and 19 November 2019. The

claim related to market disclosure issues connected

to Westpac’s monitoring of financial crime over the

relevant period and matters which were the subject

of the AUSTRAC proceedings. The parties agreed to

settle these proceedings and Westpac agreed to pay an

amount of US$3.1 million. On 12 May 2021, the District

Court of Oregon made orders approving the settlement.

Class action in the U.S. relating to bank bill swap rate

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

States District Court for the Southern District of New

York against Westpac and several other Australian and

international banks and brokers alleging misconduct in

relation to the bank bill swap reference rate. In 2020,

Westpac reached agreement with the Plaintiffs to settle

this class action, agreeing to pay a settlement sum of

US$25 million and to certain ongoing co-operation

obligations. The settlement remains subject to Court

approval.

Regulatory proceedings

ASIC’s consumer credit insurance proceedings

On 7 April 2021, ASIC commenced proceedings in the

Federal Court against Westpac in relation to the sale

of consumer credit insurance (CCI) products to certain

customers who ASIC alleges had not requested this

product. ASIC is seeking, among other things, declarations

of contraventions of certain civil penalty provisions and

unspecified monetary penalties relating to approximately

335 customers in the period 7 April 2015 to 27 July 2015.

Westpac has filed its Response to ASIC’s Concise

Statement. Westpac ceased selling CCI products in 2019.

ASIC’s civil proceedings relating to interest rate

hedging activity

On 5 May 2021, ASIC filed civil proceedings against

Westpac alleging that it had engaged in insider trading

and unconscionable conduct and failed to comply with

its Australian Financial Services Licence obligations.

The allegations relate to interest rate hedging activity

during Westpac’s involvement in the 2016 Ausgrid

privatisation transaction. Westpac has filed its

Response to ASIC’s Concise Statement.

Outstanding regulatory matters

Westpac is working with ASIC to accelerate the closure

of certain investigations described in Note 26 to the

financial statements under the heading ‘Compliance,

regulation and remediation provisions’, which is

expected to involve Court proceedings.

Class actions

Class action relating to cash in superannuation

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 amount of damages claimed on

behalf of group members has not yet been specified.

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 WLIS in the Federal

Court of Australia in relation to Westpac’s sale of

consumer credit insurance products to customers.

The claim follows other industry class actions. It is

alleged 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.

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 commenced against a

number of lenders in the auto finance industry.

It is alleged 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.

Australian AUSTRAC related class action

Westpac is defending a class action proceeding which

was commenced in December 2019 in the Federal

Court of Australia on behalf of certain investors who

acquired an interest 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 were the subject of the AUSTRAC civil

proceedings. The damages sought are unspecified.

However, given the time period in question and the

nature of the claims, it is likely any alleged damages will

be significant.

80WESTPAC GROUP 2021 ANNUAL REPORT
Information on Westpac

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, a 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 it was 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.

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81WESTPAC GROUP 2021 ANNUAL REPORT

Group

performance

SECTION 2

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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

82WESTPAC GROUP 2021 ANNUAL REPORT
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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’, ‘forecast’ 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:

• information security breaches, including cyberattacks;

• the effect of the global COVID-19 pandemic, which has had, and may continue to have, a negative impact

on our business and global economic conditions, adversely affect a wide-range of Westpac’s key suppliers,

third-party contractors and customers, create increased volatility in financial markets and 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 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 failure to comply with financial crime obligations, which has had, and could further have, adverse effects

on our business and reputation;

• 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;

• internal and external events which may adversely impact Westpac’s reputation;

• litigation and other legal proceedings and regulator investigations and enforcement actions;

• 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;

• 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;

• changes in political, social or economic conditions in any of the major markets in which Westpac or its

customers or counterparties operate;

• 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;

• adverse asset, credit or capital market conditions;

• an increase in defaults in credit exposures because of a deterioration in economic conditions;

• an increase in defaults, write-offs and provisions for credit impairments;

• 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;

• levels of inflation, interest rates (including low or negative interest rates), exchange rates and market and

monetary fluctuations and volatility;

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• poor data quality or poor data retention;

• strategic decisions including diversification, innovation, divestment, acquisitions or business expansion activity,

including the integration of new businesses;

• changes to Westpac’s critical accounting estimates and judgements and changes to the value of Westpac’s

intangible assets;

• the incidence or severity of Westpac-insured events;

• the inability to syndicate or sell down underwritten securities, particularly during times of heightened market

volatility; 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’ in this Annual Report. 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 2021 and 30 September 2020 and income statements, statements of comprehensive income,

changes in equity and cash flows for each of the years ended 30 September 2021, 2020 and 2019 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 2021 is referred to as 2021 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 and references to ‘NZ$’, ‘NZD’ or ‘NZ dollars’ are to New Zealand dollars. The Australian dollar equivalent

of New Zealand dollars at 30 September 2021 was A$1.00 = NZ$1.0477, being the closing spot exchange rate on

that date.

Any discrepancies between totals and sums of components in tables contained in this Annual Report are due

to rounding.

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84WESTPAC GROUP 2021 ANNUAL REPORT
Review of Group operations

Selected consolidated financial and operating data

We have derived the following selected financial information, as of, and for the financial years ended,

30 September 2021, 2020 and 2019 from our consolidated financial statements and related notes.

This information should be read together with our audited consolidated financial statements and the

accompanying notes included elsewhere in this Annual Report.

Accounting standards

The financial statements and other financial information included elsewhere in this Annual Report, unless

otherwise indicated, have been prepared and presented in accordance with Australian Accounting Standards

(AAS). Compliance with AAS ensures that the financial statements also comply with International Financial

Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The financial statements have been prepared in accordance with the accounting policies described in the Notes to

the financial statements.

Recent accounting developments

For a discussion of recent accounting developments refer to Note 1 to the financial statements.

Critical accounting assumptions and estimates

Applying the Group’s accounting policies requires the use of judgment, assumptions and estimates which impact

the financial information. Note 1 (b) includes details of the areas of our critical accounting assumptions and

estimates and a reference to the relevant note in the financial statements providing further information. Each

of the assumptions and estimates have been discussed at our Board Audit Committee (BAC). The following is a

summary of the areas involving our most critical accounting estimates.

• Note 7 Income taxes.

• Note 13 Provisions for ECL on loans and credit commitments.

• Note 15 Life insurance contract liabilities.

• Note 22 Fair value of financial instruments.

• Note 25 Goodwill.

• Note 26 Provisions (other than Provisions for ECL on loans and credit commitments).

• Note 33 Superannuation obligations.

Intangible assets – computer software

Effective from 1 October 2020, the Group made a prospective change to computer software capitalisation by

increasing the threshold for capitalisation for software development costs from a total project spend of $1 million

to a total project spend of $20 million. This does not have a material effect on the Group’s financial statements.

The change increased operating expenses and reduced profit before income tax in the year by $191 million.

Impact of COVID-19

The COVID-19 pandemic and the measures put in place domestically and globally to control the spread of the

virus continue to impact global economies and financial markets. As a result, this remains a source of uncertainty

and judgement is required in relation to our critical accounting assumptions and estimates, primarily relating to:

• expected credit losses (ECL); and

• recoverable amount assessments of intangible assets.

As there is a higher than usual degree of uncertainty associated with these assumptions and estimates, the actual

outcomes may differ significantly which may impact accounting estimates included in these financial statements.

Review of Group

operations

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Income statement review

Consolidated income statement and key financial information

1


(in $m unless otherwise indicated)202120202019

Income statements for the years ended 30 September

Net interest income 16,858 16,696 16,907

Net fee income 1,482 1,592 1,655

Net wealth management and insurance income 1,211 751 1,029

Trading income 719 895 929

Other income 952 249 129

Net operating income before operating expenses and impairment charges 21,222 20,183 20,649

Operating expenses(13,311)(12,739)(10,106)

Impairment charges 590 (3,178)(794)

Profit before income tax 8,501 4,266 9,749

Income tax expense(3,038)(1,974)(2,959)

Profit attributable to non-controlling interests (NCI)(5)(2)(6)

Net profit attributable to owners of Westpac Banking Corporation (WBC) 5,458 2,290 6,784

Key financial ratios

Shareholder value

Fully franked dividends per ordinary share (cents)118 31 174

Dividend payout ratio (%)

2

79.25 48.87 88.83

Basic earnings per share (cents)

3

149.4 63.7 196.5

Diluted earnings per share (cents)

4

137.8 63.7 189.5

Weighted average number of ordinary shares (millions) 3,653 3,590 3,450

Net tangible assets per ordinary share ($)

5

16.90 15.67 15.36

Return on average ordinary equity (%)

6

7.70 3.37 10.65

Return on average total equity (%)

7

7.70 3.36 10.64

Share price ($):

High 27.12 29.81 30.05

Low 16.51 13.47 23.30

Close 26.00 16.84 29.64

Business performance

Net interest margin (%)

8

2.06 2.03 2.12

Operating expenses to operating income ratio (%) 62.72 63.12 48.94

Return on average assets (%)

9

0.60 0.25 0.76

Capital adequacy

Total equity to total assets (%) 7.70 7.50 7.20

Average total equity to total average assets (%) 7.83 7.40 7.13

APRA Basel III:

Common equity Tier 1 (%) 12.32 11.13 10.67

Tier 1 ratio (%) 14.65 13.23 12.84

Total capital ratio (%) 18.86 16.38 15.63

Credit quality

10

Loans written off (net of recoveries) 594 977 982

Loans written off (net of recoveries) to average loans (basis points) 8 14 14

Net impaired assets to equity and collectively assessed provisions (%) 1.28 2.21 1.41

Total provisions for expected credit losses (ECL) to total loans (basis points) 70 88 54

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. Adjusted for Treasury shares.

3. Based on weighted average number of fully paid ordinary shares.

4. Basic earnings per share adjusted for the impact of dilutive

potential ordinary shares.

5. Total equity attributable to owners of Westpac Banking

Corporation, after deducting intangible assets divided by the

number of ordinary shares outstanding, less Treasury shares.

6. Calculated by dividing net profit attributable to owners of

Westpac Banking Corporation by average ordinary equity.

7. Calculated by dividing net profit attributable to owners of

Westpac Banking Corporation by average ordinary equity and

non-controlling interests.

8. Calculated by dividing net interest income by average interest

earning assets.

9. Calculated by dividing net profit attributable to owners of

Westpac Banking Corporation by average total assets.

10. Includes balances classified as held for sale.

Review of Group

operations

86WESTPAC GROUP 2021 ANNUAL REPORT
Review of Group operations

Overview of performance – 2021 v 2020

Net profit attributable to owners of WBC for 2021 was $5,458 million, an increase of $3,168 million or 138%

compared to 2020.

The increase in net profit was predominantly due to a credit impairment benefit of $590 million in 2021 compared

to a charge of $3,178 million in 2020. Over recent years, Westpac has incurred certain items that have been called

"notable items". The net after tax impact of these items was lower in 2021 ($1,601 million) compared to 2020

($2,619 million). 2021 items included:

• the write-down of assets (goodwill, capitalised software and certain other assets);

• additional provisions for estimated customer refunds, payments, associated costs and litigation; and

• separation and transaction costs related to divestment of the Group’s Specialist Businesses; partly offset by

• gains on sale of assets and non-core businesses.

The following is a summary of the movements in the major line items in net profit for 2021 compared to 2020.

Net interest income increased $162 million compared to 2020 reflecting a 3 basis point increase in net interest

margin (to 2.06%) partly offset by a small decline in average interest earning assets of $2.3 billion (down less than

1%). The decline in average interest earning assets was mostly from lower business lending early in the year and

from a decline in other overseas assets as we consolidated our operations in Asia. The rise in net interest income

was predominantly due to:

• a $667 million change in unrealised gains on fair value economic hedges, from a charge of $477 million in 2020

to a benefit of $190 million in 2021; and

• lower wholesale funding and deposit costs; partly offset by

• lower spreads on mortgages and business lending from intense competition, and a shift in the mix of the

portfolio to lower spread fixed rate lending; and

• reduced returns on hedged capital and liquid assets from lower interest rates.

Non-interest income increased $877 million compared to 2020. The rise was mainly due to:

• gains on sale of assets and non-core businesses; and

• higher net wealth and insurance income due to favourable life policyholder liability revaluation and lower

general insurance severe weather claims; partly offset by

• lower financial markets trading income from lower volatility and the exit from energy trading; and

• lower net fee income from fee simplification initiatives.

Operating expenses increased $572 million or 4% compared to 2020. The rise was mainly due to:

• asset impairments (including goodwill and capitalised software);

• an increase in full time equivalent (FTE) employees and associated costs, principally to improve risk

management as part of our Fix priority and increased mortgage volumes; partly offset by

• costs of the AUSTRAC proceedings, including a penalty, in 2020.

The Group recognised a credit impairment benefit of $590 million in 2021 compared to a charge of $3,178 million

in 2020. In 2020, the Group materially increased provisions in response to the expected economic impact of

COVID-19, including forecasts of prolonged deterioration in economic activity, a rise in unemployment and a

decline in property prices. The improvement in asset quality along with a better economic outlook has meant

that some of the provisions booked in 2020 are no longer required. The Group also fully provided for a large

equipment finance fraud in 2021.

The effective tax rate of 35.7% was lower than the 2020 effective tax rate of 46.3% predominantly due to the

non-deductible items in 2020.

The Board has determined a final dividend of 60 cents per ordinary share. The full year ordinary dividends of

$1.18 is higher than the ordinary dividends declared in 2020 and represents a payout ratio of 79.25%. The full year

ordinary dividend is fully franked.

87WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Review of Group operations

Income statement review – 2021 v 2020

Net interest income – 2021 v 2020

$m202120202019

Interest Income 22,278 27,047 33,222

Interest expense(5,420)(10,351)(16,315)

Net interest income 16,858 16,696 16,907

Increase/(decrease) in net interest income

Due to change in volume 31 496 397

Due to change in rate 131 (707) 5

Change in net interest income 162 (211) 402

Net interest income increased $162 million or 1% compared to 2020. Key features include:

• decrease in average interest earning assets with reductions in institutional, business, and personal lending

balances, partly offset by higher mortgage lending balances and increased holdings of third party liquid assets.

Other interest earning assets decreased mainly in collateral balances; and

• Group net interest margin increased 3 basis points to 2.06%. Refer to Interest spread and margin – 2021 v 2020

for primary drivers of margin movement.

Total loans (including held for sale loans) increased $17.7 billion or 3% compared to 30 September 2020.

Excluding foreign currency translation impacts, total loans increased $15.1 billion or 2%.

Key features of total loan movements were:

• Australian housing loans increased $14.7 billion, with growth improving through the year, supported by market

growth, improvements in credit decisioning and processing times. The growth was in owner occupied lending,

up $23.8 billion, partly offset by a reduction in investor lending of $7.5 billion;

• Australian personal lending decreased $2.3 billion with auto finance declining $1.1 billion and a decrease in

credit cards and personal loans as customers reduced this form of debt;

• Australian business lending grew $0.9 billion from increased institutional activity, leading to higher drawdowns

on existing facilities. This was partly offset by a reduction in exposures to the SME and commercial portfolios

from reduced new lending and accelerated repayments;

• New Zealand lending increased in $NZ terms with higher housing lending, supported by continued market

strength, partly offset by lower business lending; and

• Other overseas lending decreased as the Group continued to consolidate its operations in Asia.

Deposits and other borrowings excluding certificates of deposit increased $24.9 billion or 4% compared to

30 September 2020, fully funding loan growth for the year. Excluding foreign currency translation impacts,

deposits and other borrowings excluding certificates of deposit increased $22.8 billion or 4%.

Key features of deposits and other borrowings excluding certificates of deposit growth were:

• Australian deposits and other borrowings excluding certificates of deposit increased reflecting the impact of

extended lockdowns and government stimulus, with all the growth recorded in the second half of the year. The

mix of deposits continued to shift from term deposits to at call products. Non-interest bearing deposits were

higher reflecting mortgage offset balances up $4.8 billion;

• New Zealand deposits and other borrowings excluding certificates of deposit increased across both

households and business with term deposits declining and at call products increasing; and

• Other overseas deposits and other borrowings excluding certificates of deposit decreased primarily in Asia as

we continued to consolidate our operations.

Certificates of deposit increased $11.0 billion or 31% reflecting higher short-term wholesale funding issuance in

this form.

88WESTPAC GROUP 2021 ANNUAL REPORT
Review of Group operations

Interest spread and margin – 2021 v 2020

$m202120202019

Group

Net interest income 16,858 16,696 16,907

Average interest earning assets 819,456 821,718 798,924

Average interest bearing liabilities 736,336 745,641 734,282

Average net non-interest bearing assets, liabilities and equity 83,120 76,077 64,642

Interest spread

1

1.98% 1.90% 1.94%

Benefit of net non-interest bearing assets, liabilities and equity

2

0.08% 0.13% 0.18%

Net interest margin

3

2.06% 2.03% 2.12%

Group net interest margin of 2.06% increased 3 basis points from 2020. Key features include:

•reduced estimated customer refunds and payments contributed to an increase in margin of 4 basis points; and

•excluding the impact of estimated customer refunds and payments, net interest margin decreased 1 basis point

driven by:

–7 basis point decrease from loans primarily due to lower spreads on new lending, shifts in the mortgage

portfolio composition to lower spread fixed rate loans, mortgage retention pricing, contraction in business

lending spreads, and a change in portfolio mix with reductions in higher spread personal and business

lending average balances, partly offset by lower funding costs;

–6 basis point decrease from capital and other primarily due to reduced earnings on hedged capital;

–3 basis point decrease from higher holdings of third party liquid assets; partly offset by

–6 basis point increase from higher Treasury and Markets contribution primarily driven by unrealised gains

on fair value economic hedges and hedge ineffectiveness;

–5 basis point increase from lower wholesale funding costs reflecting low interest rates and the Term

Funding Facility; and

–4 basis point increase from deposits primarily due to favourable shifts in portfolio composition as

customers preferred at call products and repricing, partly offset by lower earnings on hedged deposits.

Non-interest income - 2021 v 2020

$m202120202019

Net fee income 1,482 1,592 1,655

Net wealth management and insurance income 1,211 751 1,029

Trading income 719 895 929

Other income 952 249 129

Non-interest income 4,364 3,487 3,742

Non-interest income of $4,364 million increased $877 million or 25% compared to 2020.

Net fee income decreased $110 million or 7% primarily resulting from:

•estimated customer refunds and payments were $137 million in 2021 compared to $88 million in 2020;

•the removal of certain account and transaction fees as part of our simplification initiatives;

•the impacts of COVID-19 including a decline in international card volumes and lower customer activity;

•lower payments revenue from a reduction in correspondent banking relationships; and

•lower net contribution from ATM usage ($25 million) following the sale of our offsite ATMs to a third party in

2020; partly offset by

•higher corporate and institutional fee income ($37 million) from lower utilisation of credit facilities.

1.Interest spread is the difference between the average yield on all interest earning assets and the average yield on all interest

bearing liabilities.

2.The benefit of net non-interest bearing assets, liabilities and equity is determined by applying the average yield paid on all interest

bearing liabilities to the average level of net non-interest bearing funds as a percentage of average interest earning assets.

3.Net interest margin is calculated by dividing net interest income by average interest earning assets.

Review of Group

operations

89WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Review of Group operations

Net wealth management and insurance income increased $460 million or 61% primarily due to:

• higher life insurance income ($413 million) with the prior period impacted by asset impairment and deferred

acquisition cost write-offs combined with a favourable movement in the valuation of life policy liabilities;

• higher Lenders Mortgage Insurance income ($81 million) reflecting increased volumes and first home buyer

activity prior to the sale of the business in August 2021; and

• higher General Insurance income ($41 million) due to lower weather-related claims prior to the sale of the

business in July 2021; partly offset by

• lower wealth income ($39 million) mostly from platform and superannuation pricing changes and migration of

customers from legacy platforms to BT Panorama; and

• full period impact from the exit of the Advice business in 2020 ($30 million).

Trading income decreased $176 million or 20% primarily due to:

• lower non-customer income primarily due to lower fixed income and foreign exchange trading due to low

market volatility and reduced commodities income following the exit of the energy desk in 2020 ($64 million);

and

• losses on derivatives ($79 million) that hedge certain customer products which is mostly offset by a

corresponding gain in Other income; partly offset by

• a positive movement in derivative valuation adjustments ($169 million) with 2020 impacted by wider credit

spreads due to the higher potential risks that were expected to emerge from COVID-19; and

• a positive movement in offshore earnings hedges ($36 million).

Other income increased $703 million primarily due to:

• a gain on the revaluation of Coinbase ($545 million);

• a gain on the sale of Westpac General Insurance ($160 million);

• fair value gains ($78 million) on markets related customer products, with the risk associated with these

instruments hedged and losses reported in trading income;

• non-recurring foreign currency translation losses incurred in the prior year following the closure of the Mumbai

branch ($55 million); and

• gains on the revaluation of fintech investments ($43 million); partly offset by

• the revaluation of Zip Co Limited in the prior year ($303 million).

Operating expenses – 2021 v 2020

$m202120202019

Staff expenses 6,034 5,015 5,038

Occupancy expenses 1,226 1,016 1,023

Technology expenses 3,128 2,643 2,319

Other expenses 2,923 4,065 1,726

Total operating expenses 13,311 12,739 10,106

Total operating expenses to net operating income ratio (%) 62.72% 63.12% 48.94%

Operating expenses were $572 million or 4% higher compared to 2020. Key items include:

• write-down of intangible assets ($737 million higher);

• asset sales and revaluations ($352 million higher);

• costs associated with estimated customer refunds, payments, costs and litigation ($197 million higher);

• partly offset by non-repeat of costs associated with AUSTRAC proceedings ($1,478 million lower).

Except for these items, operating expenses increased $764 million or 7%. The following discussion excludes the

impact of these key items.

Through the year, we added 3,294 FTE mainly in response to additional resources to support our Fix strategic

priority, responding to higher mortgage volumes, providing COVID-19 support, and bringing more than 1,000

previously outsourced roles back to Australia. Additionally, increased expenses from the changes to our software

capitalisation policy and increased short-term incentives were partly offset by savings from organisational

streamlining and reductions in our branch network.

90WESTPAC GROUP 2021 ANNUAL REPORT
Review of Group operations

Staff expenses increased $854 million or 17% from:

• higher personnel expenses mainly driven by:

–additional resources to improve risk management and compliance;

–responding to higher mortgage volumes, providing COVID-19 support, and bringing roles back to Australia;

–increased short-term incentives as 2020 had a reduced bonus pool given risk issues; and

• changes to our software capitalisation policy resulted in a higher proportion of activity being directly

expensed in the period, rather than amortised over future periods;

• partly offset by higher utilisation of leave provisions.

Occupancy expenses were $65 million or 6% lower mostly from lower distribution network costs including branch

closures, partly offset by costs associated with corporate sites rationalisation.

Technology expenses were $4 million higher from impacts of changes to our software capitalisation policy partly

offset by lower amortisation.

Other expenses decreased $29 million or 2% from lower third-party spend and travel and entertainment partly

offset by higher costs relating to the Customer Outcomes and Risk Excellence (CORE) program.

Impairment charges – 2021 v 2020

$m202120202019

Total impairment (benefit)/charges(590) 3,178 794

Impairment charges to average gross loans (basis points)(8) 45 11

In 2021, Westpac reported an impairment benefit of $590 million, compared to the 2020 impairment charge of

$3,178 million, a $3,768 million improvement.

Total new collectively assessed provisions (CAP) in 2021 was a benefit of $803 million compared to a charge of

$2,861 million in 2020. The benefit was due to:

• more positive forward-looking economic inputs in the provision calculations through 2021;

• improved asset quality metrics, including a 55 basis point reduction in the Group’s stressed exposures to TCE

and lower delinquencies across the consumer portfolios; and

• lower write-offs, predominately from lower delinquencies and a reduction in our consumer unsecured

portfolios.

Total individually assessed provisions (IAPs), write-backs and recoveries were $104 million lower than 2020

principally due to:

• higher recoveries and write-backs in 2021 predominately in the Consumer and Business divisions; and

• lower new IAPs. 2021 included a small number of large customers migrating to impaired while one fully

provided equipment finance fraud was recorded in 2021.

Income tax expense – 2021 v 2020

$m202120202019

Income tax expense 3,038 1,974 2,959

Tax as a percentage of profit before income tax expense (effective income tax rate) 35.74% 46.27% 30.35%

The effective tax rate of 35.74% in 2021 was significantly lower than the 2020 effective tax rate of 46.27%. The key

driver for the decline in the rate is the non-deductible provisions for the penalty, and associated costs, relating to

the AUSTRAC civil proceedings, being recognised in 2020 and not repeated in 2021. These have been offset by

additional tax expense arising from our Insurance divestments in 2021.

The effective tax rate of 35.74% in 2021 is above the Australian corporate tax rate of 30%, with the key drivers for

the increase in the rate being the non-deductible goodwill impairments and additional tax expense arising from

our Insurance divestments.

91WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Review of Group operations

Balance sheet review

Selected consolidated balance sheet data

1

The detailed components of the balance sheet are set out in the notes to the financial statements.

20212020

As at 30 September$m$m

Cash and balances with central banks 71,353 30,129

Collateral paid 4,232 4,778

Trading securities and financial assets measured at fair value through income statement and investment

securities 104,518 132,206

Derivative financial instruments 19,353 23,367

Loans 709,784 693,059

Life insurance assets- 3,593

Assets held for sale 4,188 -

All other assets 22,449 24,814

Total assets 935,877 911,946

Collateral received 2,368 2,250

Deposits and other borrowings 626,955 591,131

Other financial liabilities 50,309 40,925

Derivative financial instruments 18,059 23,054

Debt issues 128,779 150,325

Life insurance liabilities- 1,396

Liabilities held for sale 837 -

All other liabilities 7,411 10,842

Total liabilities excluding loan capital 834,718 819,923

Total loan capital 29,067 23,949

Total liabilities 863,785 843,872

Net assets 72,092 68,074

Total equity attributable to owners of WBC 72,035 68,023

NCI 57 51

Total shareholders’ equity and NCI 72,092 68,074

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.

Review of Group

operations

92WESTPAC GROUP 2021 ANNUAL REPORT
Review of Group operations

Balance sheet review

During 2021, the level of liquid assets was higher due to inflows from deposits outpacing loan growth, further

utilisation of the Term Funding Facility (TFF), partly offset by net maturities of debt issues.

Assets – 2021 v 2020

Total assets as at 30 September 2021 were $935.9 billion, an increase of $23.9 billion or 3% compared to

30 September 2020. Significant movements during the year included:

• cash and balances with central banks increased $41.2 billion or 137% reflecting higher liquid assets held in this

form;

• trading securities and financial assets measured at FVIS and investment securities decreased $27.7 billion or

21% reflecting lower balances held in this form;

• derivative assets decreased $4.0 billion or 17% mainly driven by movements in interest rate swaps;

• loans increased $16.7 billion or 2%. Refer to loan discussion in Net interest income – 2021 v 2020 for further

information;

• life insurance assets decreased $3.6 billion or 100% due to the reclassification to assets held for sale;

• assets held for sale as at 30 September 2021 comprised of businesses announced to be sold in 2021 (refer to

Note 37 to the financial statements). There were no businesses classified as assets held for sale as at

30 September 2020;

• all other assets decreased $2.4 billion or 10% mainly due to impairment of intangible assets, and depreciation

and impairment of property and equipment.

Liabilities and equity – 2021 v 2020

Total liabilities as at 30 September 2021 were $863.8 billion, an increase of $19.9 billion or 2% compared to

30 September 2020. Significant movements during the year included:

• deposits and other borrowings increased $35.8 billion or 6%. Refer to deposits and other borrowings

discussion in Net interest income - 2021 v 2020 for further information;

• other financial liabilities increased $9.4 billion or 23% mainly driven by higher securities sold under agreements

to repurchase as the Group accessed the TFF;

• derivative liabilities decreased $5.0 billion or 22% driven by movements in interest rate and cross currency

swaps;

• debt issues decreased $21.5 billion or 14%. Excluding foreign currency and other non-cash impacts, debt issues

decreased $18.5 billion or 12%, representing net maturities;

• life insurance liabilities decreased $1.4 billion or 100% due to the reclassification to liabilities held for sale;

• loan capital increased $5.1 billion or 21% mainly due to $1.0 billion net issuance of Additional Tier 1 instruments,

and $5.1 billion net issuance of Tier 2 instruments, partly offset by $1.0 billion foreign currency translation and

fair value hedging impacts;

• liabilities held for sale as at 30 September 2021 comprised of businesses announced to be sold in 2021

(refer to Note 37 to the financial statements). There were no businesses classified as liabilities held for sale as

at 30 September 2020; and

• all other liabilities decreased $3.4 billion or 32% due to reduction in provisions to settle the AUSTRAC civil

proceedings and lower insurance related liabilities which formed part of businesses disposed and settled in

second half of 2021.

Equity attributable to owners of Westpac Banking Corporation increased $4.0 billion or 6% reflecting retained

profits in 2021.

Loan quality - 2021 v 2020

Housing and personal loans that were past due can be disaggregated based on days overdue as follows:

Consolidated20212020

$m30-89 days90+ daysTotal30-89 days90+ daysTotal

Loans

Loans - housing 5,373 5,081 10,454 2,682 7,399 10,081

Loans - personal 214 247 461 260 347 607

Total 5,587 5,328 10,915 2,942 7,746 10,688

93WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Review of Group operations

Capital resources

APRA measures an ADI’s regulatory capital using three measures:

• Common Equity Tier 1 Capital (CET1) comprises the highest quality components of capital that consists of

paid-up share capital, retained profits and certain reserves, less certain intangible assets, capitalised expenses

and software, and investments and retained profits in insurance and funds management subsidiaries that are

not consolidated for capital adequacy purposes;

• Tier 1 Capital being the sum of CET1 and Additional Tier 1 Capital. Additional Tier 1 Capital comprises high

quality components of capital that consist of certain securities not included in CET1, but which include loss

absorbing characteristics; and

• Total Regulatory Capital being the sum of Tier 1 Capital and Tier 2 Capital. Tier 2 Capital includes subordinated

instruments and other components of capital that, to varying degrees, do not meet the criteria for

Tier 1 Capital, but nonetheless contribute to the overall strength of an ADI and its capacity to absorb losses.

Under APRA’s Prudential Standards, Australian ADIs, including Westpac, are required to maintain a minimum

CET 1 ratio of at least 4.5%, Tier 1 Capital ratio of at least 6.0% and Total Regulatory Capital ratio of at least 8.0%.

APRA may also require ADIs, including Westpac, to meet Prudential Capital Requirements (PCRs) above the

industry PCRs. APRA does not allow the PCRs for individual ADIs to be disclosed.

APRA also requires ADIs to hold additional CET1 buffers comprising of:

• a capital conservation buffer (CCB) of 3.5% for ADIs designated by APRA as domestic systemically important

banks (D-SIBs) unless otherwise determined by APRA, which includes a 1.0% surcharge for D-SIBs. APRA has

determined that Westpac is a D-SIB; and

• a countercyclical capital buffer. The countercyclical buffer is set on a jurisdictional basis and APRA is

responsible for setting the requirement in Australia. The countercyclical buffer requirement is currently set to

zero for Australia and New Zealand.

Collectively, the above buffers are referred to as the Capital Buffer (CB). Should the CET1 capital ratio fall within

the capital buffer range restrictions on the distributions of earnings will apply. This includes restrictions on

the amount of earnings that can be distributed through dividends, Additional Tier 1 Capital distributions and

discretionary staff bonuses.

APRA announcements on capital

In Second Half 2021 APRA made the following announcements relevant to their capital framework:

• On 19 July 2021 APRA announced regulatory support for banks offering temporary financial assistance to

borrowers impacted by COVID-19

1

. APRA has outlined that for eligible borrowers, ADIs do not need to treat

the period of deferral as a period of arrears or loan restructuring. This applied to loans granted a repayment

deferral of up to three months before the end of September 2021

2

. ADIs must continue to provision for these

loans under accounting standards.

• APRA has released the final revised standard for APS 111 Capital Adequacy: Measurement of Capital, effective

from 1 January 2022

3

. The final standard includes changes to the parent ADI’s (Level 1) treatment of equity

investments in banking and insurance subsidiaries including:

–Equity investments in subsidiaries (including any Additional Tier 1 and Tier 2 capital investments in

subsidiaries) will be risk weighted at 250%, up to a limit of 10% of Level 1 CET1 capital per investment; and

–Any equity investments in excess of the 10% limit will be fully deducted from Level 1 CET1 capital in

determining Level 1 capital ratios.

The impact to the Group’s Level 1 ratio on a pro forma basis at 30 September 2021 is an approximate reduction

of 18 basis points. There is no impact from this proposal on the calculation of the Group’s reported regulatory

capital ratios on a Level 2 basis.

• APRA is proposing changes to embed the ‘unquestionably strong’ level of capital in the capital framework,

including implementation of Basel III reforms

4

. On 21 July 2021 APRA released further guidance on capital

buffers and the calculation of RWA including for specific asset classes. As part of the proposal, APRA intend

to increase the capital conservation buffer from 2.5% to 4.0% and introduce a base level for the countercyclical

capital buffer of 1.0%.As a result, the CET1 capital ratio requirement for D-SIBs is proposed to increase from

8% to 10.5% from 1 January 2023. We expect further clarity on the changes ahead of 1 January 2023.

Review of Group

operations

1. APRA announcement – “APRA announces further regulatory support for loans impacted by COVID-19” dated 19 July 2021.

2. Letter to all authorised deposit taking institutions – “Regulatory support for loans impacted by COVID-19” dated 25 August 2021.

3. Letter to all authorised deposit taking institutions – “Final revised Prudential Standard: APS 111 Capital Adequacy - Measurement of

Capital” dated 5 August 2021.

4. Letter to all authorised deposit taking institutions – “Bank Capital Reforms: Update” dated 21 July 2021.

94WESTPAC GROUP 2021 ANNUAL REPORT
Review of Group operations

• On 10 September 2021, APRA announced it expects ADIs to reduce their Committed Liquidity Facility (CLF)

usage to zero by 31 December 2022

1

. Westpac’s current CLF allocation is $37 billion. Westpac expects to

reduce its allocation in line with APRA’s announcement, and to meet its liquidity requirements by increasing its

holdings of High Quality Liquid Assets.

Further details of regulatory changes are in the Significant Developments in Section 1 of the Annual Report.

Capital management strategy

Westpac’s approach to capital management seeks to ensure that it is adequately capitalised as an ADI. Westpac

evaluates its approach to capital management through an Internal Capital Adequacy Assessment Process

(ICAAP), the key features of which include:

• the development of a capital management strategy, including consideration of regulatory minimums, capital

buffers and contingency plans. The current regulatory capital minimums together with the capital conservation

buffer (CCB) are the Total CET1 Requirement. The Total CET1 Requirement for Westpac is at least 8.0%, based

on an industry minimum CET1 requirement of 4.5% plus a capital buffer of at least 3.5% applicable to D-SIBs

2,3

;

• consideration of both regulatory and economic capital requirements;

• a stress testing framework that challenges the capital measures, coverage and requirements including the

impact of adverse economic scenarios; and

• consideration of the perspectives of external stakeholders including rating agencies as well as equity and debt

investors.

Given the above and in light of proposed changes to APRA’s capital management framework under which the

CET1 capital ratio requirement for D-SIBs is to increase from 8% to 10.5% (including the capital conservation

buffer and the countercyclical capital buffer), Westpac will seek to operate with a CET1 capital ratio above 10.5%

as measured under the existing capital framework

4

. Capital settings may be reviewed if more challenging or

uncertain conditions emerge, or if APRA’s proposals change significantly.

1. Letter to locally incorporated LCR authorised deposit taking institutions – Committed Liquidity Facility update dated

10 September 2021.

2. Noting that APRA may apply higher CET1 requirements for an individual ADI.

3. If an ADI’s CET1 ratio falls below the Total CET1 Requirement (at least 8%), they face restrictions on the distribution of earnings, such

as dividends, distribution payments on AT1 capital instruments and discretionary staff bonuses.

4. Allowing for quarterly volatility of capital ratios due to the half yearly cycle of ordinary dividend payments.

95WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Review of Group operations

Basel Capital Accord

APRA’s Prudential Standards are generally consistent with the International Regulatory Framework for Banks,

also known as Basel III, issued by the Basel Committee on Banking Supervision (BCBS), except where APRA

has exercised certain discretions. On balance, the application of these discretions acts to reduce capital ratios

reported under APRA’s Prudential Standards relative to the BCBS approach and to those reported in some other

jurisdictions.

Westpac is accredited by APRA to apply advanced models permitted by the Basel III global capital adequacy

regime to the measurement of its regulatory capital requirements. Westpac uses the Advanced Internal Ratings

Based approach for credit risk, the Advanced Measurement Approach (AMA) for operational risk and the internal

model approach for Interest Rate Risk in the Banking Book (IRRBB).

Westpac’s Level 2 regulatory capital ratios as at 30 September are summarised in the table below. As the table

summarises Westpac’s Level 2 regulatory capital structure, the capital amounts shown are not the same as the

Westpac Group’s consolidated financial statements. Westpac’s Pillar 3 Report provides further details regarding

Westpac’s capital structure.

$m20212020

Common equity 70,817 67,0 3 9

Deductions from common equity(17,009)(18,306)

Total common equity after deductions 53,808 48,733

Additional Tier 1 capital 10,180 9,206

Deductions from Additional Tier 1 capital(25)-

Net Tier 1 regulatory capital 63,963 57,939

Tier 2 capital 18,766 14,052

Deductions from Tier 2 capital(361)(261)

Total Tier 2 capital after deductions 18,405 13,791

Total regulatory capital 82,368 71,730

Credit risk 357,295 359,389

Market risk 6,662 8,761

Operational risk 55,875 54,090

Interest rate risk in the banking book 11,446 9,124

Other assets 5,372 6,541

Total risk weighted assets 436,650 437,905

Common Equity Tier 1 capital ratio 12.32% 11.13%

Additional Tier 1 capital ratio 2.33% 2.10%

Tier 1 capital ratio 14.65% 13.23%

Tier 2 capital ratio 4.21% 3.15%

Total regulatory capital ratio 18.86% 16.38%

96WESTPAC GROUP 2021 ANNUAL REPORT
Divisional performance

Divisional performance

Divisional performance – 2021 v 2020

The accounting standard AASB 8 Operating Segments requires segment results to be presented on a basis

that is consistent with information provided internally to Westpac’s key decision makers. In assessing financial

performance, including divisional results, Westpac Group uses a measure of performance referred to as ‘cash

earnings’. Cash earnings is viewed as a measure of the level of profit that is generated by ongoing operations

and is therefore typically considered in assessing distributions, including dividends. Cash earnings is neither a

measure of cash flow nor net profit determined on a cash accounting basis, as it includes both cash and non-cash

adjustments to net profit attributable to owners of Westpac Banking Corporation.

Management believes this allows the Group to more effectively assess performance for the current year against

prior years and to compare performance across business divisions and across peer companies.

A reconciliation of cash earnings to net profit attributable to owners of Westpac Banking Corporation for each

business division is set out in Note 2 to the Financial Statements.

To determine cash earnings, three categories of adjustments are made to statutory results:

•material items that key decision makers at the Westpac Group believe do not reflect the Group’s ongoing

operations;

•items that are not typically considered when dividends are recommended, mainly economic hedging impacts;

and

•accounting reclassifications between individual line items that do not impact statutory results.

The discussion of our divisional performance in this section is presented on a cash earnings basis unless otherwise

stated. Cash earnings is not directly comparable to statutory results presented in other parts of this Annual

Report.

On 17 March 2021, Westpac announced that it was bringing together the leadership of its Consumer and Business

divisions into a new Consumer and Business Banking division. No change has been made for the 2021 Annual

Report as these changes are not yet reflected in the internal reporting to Westpac’s key decision makers.

Outlined below are the cash earnings adjustments to the reported result:

•fair value (gain)/loss on economic hedges (which do not qualify for hedge accounting under AAS) comprise:

–the unrealised fair value (gain)/loss on hedges of accrual accounted term funding transactions are reversed

in deriving cash earnings as they may create a material timing difference on reported results but do not

affect the Group’s earnings over the life of the hedge; and

–the unrealised fair value (gain)/loss on foreign exchange hedges of future New Zealand earnings impacting

non-interest income is reversed in deriving cash earnings as they may create a material timing difference on

reported results but do not affect the Group’s earnings over the life of the hedge;

•ineffective hedges: The unrealised (gain)/loss on ineffective hedges is reversed in deriving cash earnings

because the gain or loss arising from the fair value movement in these hedges reverses over time and does not

affect the Group’s profits over time;

•adjustment related to Pendal: Westpac disposed of its holdings in 2020. As a result, no further adjustments will

be recognised in future years. In prior years this item was treated as a cash earnings adjustment given its size

and that it did not reflect ongoing operations;

•Treasury shares: Treasury shares held by the Group in managed funds and life businesses were disposed of in

2020; and

•accounting reclassifications between individual line items that do not impact reported results comprise:

–operating leases: Under AAS rental income on operating leases is presented gross of the depreciation of

the assets subject to the lease. These amounts are offset in deriving non-interest income and operating

expenses on a cash earnings basis; and

–policyholder tax recoveries: Income and tax amounts that are grossed up to comply with the AAS covering

Life Insurance Business (policyholder tax recoveries) are reversed in deriving income and taxation expense

on a cash earnings basis.

The guidance provided in Australian Securities and Investments Commission (ASIC) Regulatory Guide 230 has

been followed when presenting this information.

97WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Divisional performance

Cash earnings by division

The following table presents, for each of the key divisions of our business, the cash earnings at the end of the

financial years ended 30 September 2021, 2020 and 2019. Refer to Note 2 to the financial statements for the

disclosure of our geographic and business segments and the reconciliation to net profit attributable to owners

of Westpac Banking Corporation.

$m202120202019

Consumer 3,081 2,746 3,116

Business 1,789 734 1,946

Westpac Institutional Bank(670) 332 925

Westpac New Zealand 950 612 985

Specialist Businesses 193 (506) 712

Group Businesses 9 (1,310)(835)

Total cash earnings 5,352 2,608 6,849

In presenting divisional results on a management reporting basis, internal charges and transfer pricing

adjustments are included in the performance of each division reflecting the management structure rather than

the legal entity (these results cannot be compared to results for individual legal entities). Where management

reporting structures or accounting classifications have changed, financial results for comparative years have been

revised and may differ from results previously reported.

Our internal transfer pricing frameworks facilitate risk transfer, profitability measurement, capital allocation and

business unit alignment, tailored to the jurisdictions in which we operate. Transfer pricing allows us to measure

the relative contribution of our products and divisions to the Group’s interest margin and other dimensions of

performance. Key components of our transfer pricing frameworks are funds transfer pricing for interest rate and

liquidity risk and allocation of basis and contingent liquidity costs, including capital allocation.

98WESTPAC GROUP 2021 ANNUAL REPORT
Divisional performance

Over recent years, a number of large items have impacted results. These items do not include COVID-19 impacts

despite the significant effect on our results this year. These can be divided into four categories:

Category

Cash earnings

impact FY21 $mDetail

1. Provisions and costs related to the

AUSTRAC proceedings

-• There were no costs or provisions associated with the AUSTRAC

proceedings in 2021, these proceedings were settled in 2020.

2. Provisions for estimated customer

refunds and repayments, associated

costs and litigation costs

$448 million

reduction

• Additional provisions for estimated customer refunds in 2021 included:

–fees paid to aligned and salaried advisors;

–customer remediation in Westpac New Zealand;

–some customers on our platforms who were not advised of certain

corporate actions; partly offset by

–release of provisions for business customers provided with a

business loan instead of a consumer loan regulated by the National

Consumer Credit Protection Act and National Credit Code.

• Additional costs for our remediation program.

• Costs of litigation matters, including to resolve outstanding

investigations should a regulator decide to bring civil penalty

proceeding.

• Costs associated with ending the Group’s service agreement with IOOF.

3. The write-down of assets, including

goodwill and capitalised software

$1,164 million

reduction

• Write-down of assets in WIB following an annual impairment test as

the value of WIB’s forward cash flows no longer supported the carrying

value of these assets. This was partly due to reducing risk in the division

through the exit of energy trading, consolidating our Asian operations

and reducing our correspondent banking relationships which have

all impacted earnings. At the same time, medium term expectations

of prolonged low interest rates, subdued financial markets income

and elevated compliance expenses have impacted WIB’s earnings

outlook. The pre-tax impact of assets written down included goodwill

($487 million), capitalised software ($344 million) and other assets,

mostly property leases ($325 million).

• Write-down and impairment of capitalised software balances.

• Write-down of goodwill in the Group’s Lenders Mortgage Insurance

business as part of its sale.

4. The impact of asset sales and

revaluations

$11 million

benefit

• Gain on the divestment of the Group’s stake in Coinbase Inc. (Coinbase)

held in the Reinventure fund 1 of $283 million (after tax), along with an

additional gain on the sale of our holding in Zip Co Limited.

• Gain on sale of Westpac General Insurance.

• Post-sale adjustments from earn out payments associated with the sale

of the Group’s Vendor Finance business.

• Separation and transaction costs along with a deferred tax asset write-

off related to the agreed sale of Westpac Life Insurance Services Limited

(WLIS).

• Write-down of assets associated with Westpac Pacific as the division

was held for sale during First Half 2021.

• Other costs associated with the divestment of the Group’s Specialist

Businesses.

99WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Divisional performance

$m

AUSTRAC

proceedings

Refunds,

payments,

costs, and

litigation

Write-

downs of

intangibles

Asset

sales and

revaluationsTotal

2021

Net interest income- 131 - (4) 127

Net fee income- (137)- - (137)

Net wealth management and insurance income- (106)- - (106)

Trading income- - - - -

Other income- (4)- 764 760

Non-interest income- (247)- 764 517

Staff expenses- (116)- (175)(291)

Occupancy expenses- - (232)(43)(275)

Technology expenses- (3)(579)(68)(650)

Other expenses- (352)(594)(185)(1,131)

Operating expenses- (471)(1,405)(471)(2,347)

Profit before impairment charges and income tax expense- (587)(1,405) 289 (1,703)

Tax and NCI- 139 241 (278) 102

Cash earnings- (448)(1,164) 11 (1,601)

2020

Net interest income- (143)- - (143)

Net fee income- (88)- - (88)

Net wealth management and insurance income- (121)- (357)(478)

Trading income- - - - -

Other income- - - 303 303

Non-interest income- (209)- (54)(263)

Staff expenses- (123)- (3)(126)

Occupancy expenses- - - - -

Technology expenses- (4)(161)(4)(169)

Other expenses(1,478)(147)(507)(112)(2,244)

Operating expenses(1,478)(274)(668)(119)(2,539)

Profit before impairment charges and income tax expense(1,478)(626)(668)(173)(2,945)

Tax and NCI 36 186 54 50 326

Cash earnings(1,442)(440)(614)(123)(2,619)

2019

Net interest income- (344)- - (344)

Net fee income- (283)- - (283)

Net wealth management and insurance income- (537)- - (537)

Trading income- - - - -

Other income- - - 83 83

Non-interest income- (820)- 83 (737)

Staff expenses- (99)- (169)(268)

Occupancy expenses- - - - -

Technology expenses- (11)- (24)(35)

Other expenses- (110)- (48)(158)

Operating expenses- (220)- (241)(461)

Profit before impairment charges and income tax expense- (1,384)- (158)(1,542)

Tax and NCI- 426 - 69 495

Cash earnings- (958)- (89)(1,047)

100WESTPAC GROUP 2021 ANNUAL REPORT
Divisional performance

A number of large items impacted 2021, 2020 and 2019 results. The impact to net interest income, non-interest

income and operating expenses is summarised below.

2021

Net interest income increased by $127 million as some customer remediation provisions were no longer required

for business customers that were not provided regulated consumer loans. These provision releases were partly

offset by additional provisions for customer remediation in Westpac New Zealand.

Non-interest income increased by $517 million and comprised:

• a $760 million benefit to other income from a gain on our stake in Coinbase, the gain on sale of Westpac

General Insurance, post-sale earn out payments from the sale of Vendor Finance and a small gain from

finalising the sale of our holding in Zip Co Limited; partly offset by

• a $137 million reduction to net fee income for additional provisions related to salaried advice remediation and

for some customers on our platforms who were not advised of certain corporate actions; and

• a $106 million reduction to net wealth management and insurance income for additional provisions for aligned

dealer group advice remediation.

Operating expenses increased by $2,347 million in 2021 and comprised:

• staff expenses of $291 million for implementation of our remediation program, and separation costs related to

the sale of WLIS;

• occupancy expenses of $275 million related to the write-down of WIB property leases and from the

write-down of assets in Westpac Pacific;

• technology expenses of $650 million mainly from the write-down and impairment of capitalised software, the

majority of which was associated with WIB, and costs related to the sale of WLIS; and

• other expenses of $1,131 million including;

–the write-down of goodwill in WIB following annual impairment testing along with goodwill in Westpac

Lenders Mortgage Insurance and other assets in Westpac Pacific;

–Reinventure performance fees paid that were linked to the divestment of Coinbase; and

–other costs linked to completing our remediation programs and litigation matters.

Income tax expense and NCI reduced by $102 million. This was mainly from the tax benefit from certain large

items discussed above recognised in operating expenses, partly offset by higher tax from the divestment of

Coinbase, the sale of Westpac General Insurance and the write-off of a deferred tax asset in WLIS.

2020

Net interest income reduced by $143 million from an increase in provisions for Business customers that were

provided business loans but should have been provided regulated consumer loans, partly offset by the release of

provisions no longer required for interest only loans that did not automatically switch, when required, to principal

and interest loans.

Non-interest income reduced by $263 million from:

• a reduction to net fee income of $88 million for provisions for some customers on our platforms who were not

advised of certain corporate actions;

• A $478 million reduction of net wealth management and insurance income from the write-off of intangibles

including insurance liabilities and deferred acquisition costs associated with WLIS and provisions for aligned

dealer group advice remediation; partly offset by

• A $303 million benefit to other income from a revaluation gain related to the divestment of the Group’s stake

in Zip Co Limited.

Operating expenses increased by $2,539 million in 2020 and comprised:

• staff expenses of $126 million for implementation of our remediation program;

• technology expenses of $169 million from the write-down of capitalised software; and

• other expenses of $2,244 million including costs associated with the AUSTRAC matter (including a $1.3 billion

penalty), the write-down of goodwill for WLIS and the Group’s Auto business, an accounting loss on sale of

our Vendor Finance business, and costs linked to our remediation programs and litigation.

Income tax expense and NCI reduced by $326 million from the tax benefit of the above items (excluding penalties

and goodwill write-downs that were non-deductible), partly offset by tax on the revaluation gain associated with

the divestment of Zip Co Limited.

101WESTPAC GROUP 2021 ANNUAL REPORT
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3 FINANCIAL STATEMENTS

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Divisional performance

2019

Net interest income reduced by $344 million, mainly from an increase in provisions for customer interest only

loans that did not automatically switch, when required, to principal and interest loans along with provisions for

Business customers that were provided business loans but should have been provided regulated consumer loans.

Non-interest income reduced by $737 million from:

• a reduction to net fee income of $283 million from provisions related to salaried advice remediation;

• a $537 million reduction of net wealth management and insurance income as we raised provisions for aligned

dealer group advice remediation; partly offset by

• an $83 million benefit to other income from gains on sale associated with the divestment of the Group’s

holding in Paymark and the sale of a Sydney CBD property.

Operating expenses increased by $461 million in 2019 and comprised:

• staff expenses of $268 million, mainly related to the Group’s decision to exit Financial Advice along with costs

associated with advice remediation programs;

• technology expenses of $35 million also related to the exit of Financial advice and advice remediation

programs; and

• other expenses of $158 million related to the exit of Financial advice along with costs for completing our

remediation programs and litigation matters.

Income tax expense was reduced by $495 million reflecting the tax benefit of the above items.

102WESTPAC GROUP 2021 ANNUAL REPORT
Divisional performance

WestpacWestpac

InstitutionalNew ZealandSpecialistGroup

$mConsumerBusinessBank($A)BusinessesBusinessesGroup

2021

Net interest income 3 177 - (35)(18)- 127

Net fee income(3) 1 - (12) 8 (131)(137)

Net wealth management and insurance

income- - - - (4)(102)(106)

Trading income- - - - - - -

Other income- - - 1 195 564 760

Non-interest income(3) 1 - (11) 199 331 517

Operating expenses(136)(59)(1,193)(23)(640)(296)(2,347)

Profit before impairment charges and

income tax expense(136) 119 (1,193)(69)(459) 35 (1,703)

Tax and NCI 36 (39) 202 17 (81)(33) 102

Cash earnings(100) 80 (991)(52)(540) 2 (1,601)

2020

Net interest income 5 (141)- (7)- - (143)

Net fee income 4 2 - (7)(7)(80)(88)

Net wealth management and insurance

income- - - - (402)(76)(478)

Trading income-

Other income- - - - - 303 303

Non-interest income 4 2 - (7)(409) 147 (263)

Operating expenses(64)(130)- 1 (694)(1,652)(2,539)

Profit before impairment charges and

income tax expense(55)(269)- (13)(1,103)(1,505)(2,945)

Tax and NCI 16 81 - 4 181 44 326

Cash earnings(39)(188)- (9)(922)(1,461)(2,619)

2019

Net interest income(85)(246)- (13)- - (344)

Net fee income(2)(12)- (4)(43)(222)(283)

Net wealth management and insurance

income- - - - - (537)(537)

Trading income- - - - - - -

Other income- - - 38 3 42 83

Non-interest income(2)(12)- 34 (40)(717)(737)

Operating expenses 25 (57)- (15)(30)(384)(461)

Profit before impairment charges and

income tax expense(62)(315)- 6 (70)(1,101)(1,542)

Tax and NCI 29 95 - 9 23 339 495

Cash earnings(33)(220)- 15 (47)(762)(1,047)

103WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Divisional performance

Consumer

Consumer provides banking products, including mortgages, credit cards, personal loans, and savings and deposit

products to consumers in Australia. Products are provided under the Westpac, St.George, BankSA, Bank of

Melbourne, and RAMS brands. Consumer works with the other operating divisions in Australia in the sales, service,

and referral of certain specialist financial services such as auto lending and foreign exchange.

Financial performance

$m202120202019

Net interest income 8,405 8,547 8,130

Non-interest income 488 573 695

Net operating income before operating expenses and impairment (charges)/benefits 8,893 9,120 8,825

Operating expenses(4,622)(4,176)(3,794)

Impairment (charges)/benefits 125 (1,015)(582)

Profit before income tax expense 4,396 3,929 4,449

Income tax expense(1,315)(1,183)(1,333)

Cash earnings 3,081 2,746 3,116

Net cash earnings adjustments- - -

Net profit attributable to owners of WBC 3,081 2,746 3,116

$bn

Deposits and other borrowings 235.6 219.3 207.6

Net loans 407.8 389.8 399.3

Total assets 415.7 398.3 407.0

Total operating expenses to net operating income ratio 51.97% 45.79% 42.99%

2021 v 2020

Cash earnings of $3,081 million were $335 million or 12% higher than 2020 mostly due to an impairment benefit in

Full Year 2021 compared to an impairment charge in Full Year 2020, partly offset by lower operating income and

higher expenses.

Net interest income

down $142 million,

2%

•Net loans were 5% (or $18.0 billion) higher over the year, with a 5% (or $19.1 billion)

increase in mortgages partly offset by a $1.4 billion decline in other personal lending;

•Deposits increased 7% (or $16.3 billion), with growth in at call and offset accounts; and

•Net interest margin was 3 basis points lower from competitive pricing to attract and

retain customers, portfolio mix effects in mortgages, as well as lower other personal

lending. These declines were partly offset by mix benefits in deposits (switching from

term deposits to at call) and repricing.

Non-interest

income down

$85 million, 15%

•Removal of certain fees as part of our simplification strategy; and

•COVID-19 restrictions have reduced activity contributing to lower foreign currency

transaction fees and lower net ATM fees.

Operating

expenses up

$446 million, 11%

•The increase in expenses was mostly due to higher spend on risk and compliance

programs, including financial crime, fraud prevention and the CORE program.

Additional resources to support customers in particular those experiencing hardship

and increased mortgage processing costs from higher volumes as well as from bringing

jobs onshore also contributed to the increase; and

•Rationalisation of a further 80 branches and 129 ATMs, and the increased use of digital

channels partly offset the increase in expenses. FTE was 3% lower over the year.

Impairment benefit

of $125 million

versus impairment

charge of

$1,015 million

•Impairment benefit was due to large collectively assessed provisions booked in 2020

that were no longer required, including from better credit quality metrics and an

improved economic outlook; and

•Mortgage 90+ day delinquencies were down 54 basis points to 1.06%, predominantly

from lower hardship. Other consumer 90+ day delinquencies were relatively flat (down

1 basis point) with improving credit quality metrics partly offset by a decline in other

personal lending.

104WESTPAC GROUP 2021 ANNUAL REPORT
Divisional performance

Business

Business provides banking products for Australian SME and Commercial businesses (including Agribusiness)

generally up to $200 million in exposure. The division also includes Private Wealth, meeting the personal

banking needs of high net worth individuals. The division offers a wide range of banking products and services

to support customers’ borrowing, savings and transaction needs. Specialist services including cash flow finance,

trade finance, equipment finance and property finance are also provided. Business operates under the Westpac,

St.George, BankSA, and Bank of Melbourne brands. Business works with the other operating divisions for select

products and services including financial risk management products, corporate superannuation and mortgages.

Financial performance

$m202120202019

Net interest income 4,065 4,163 4,456

Non-interest income 549 560 594

Net operating income before operating expenses and impairment (charges)/benefits 4,614 4,723 5,050

Operating expenses(2,530)(2,298)(2,094)

Impairment (charges)/benefits 484 (1,371)(172)

Profit before income tax expense 2,568 1,054 2,784

Income tax expense(779)(320)(838)

Cash earnings 1,789 734 1,946

Net cash earnings adjustments- - -

Net profit attributable to owners of WBC 1,789 734 1,946

$bn

Deposits and other borrowings 158.7 151.9 142.6

Net loans 134.0 140.7 146.9

Total assets 138.5 145.8 151.6

Total operating expenses to net operating income ratio 54.83% 48.66% 41.47%

2021 v 2020

Cash earnings of $1,789 million were $1,055 million higher than 2020. Most of the improvement was due to

a turnaround in impairment charges with a benefit of $484 million compared to an impairment charge of

$1,371 million in 2020. This was partly offset by lower operating income and an increase in expenses mostly to

support an uplift in the division’s risk capability.

Net interest income

down $98 million,

2%

• Net interest income benefited from the write-back of provisions related to customer

refunds and payments ($177 million), while in Full Year 2020 this was a charge of

$141 million. Excluding this impact, net interest income was down $416 million (or 10%);

• Net loans declined by 5% (or $6.7 billion) due mostly to lower mortgages and a

4% decline in business lending. Business lending was lower across most sectors with

the largest decline in professional services;

• Deposits were up 4% (or $6.8 billion) over the year with a 19% (or $19.2 billion) rise in at

call balances supported by government stimulus packages while term deposit balances

declined by 24% (or $12.4 billion) reflecting a shift in customer preference; and

• Net interest margin improved 13 basis points. Excluding the benefit from the provision

write-back noted above, the net interest margin was 11 basis points lower. This was

mostly from lower loan spreads due to competitive pricing and special low interest

rates on certain products as part of our COVID-19 support. This was partly offset by

higher deposit spreads from repricing and portfolio mix benefit.

Non-interest

income down

$11 million, 2%

• Most of the decline reflected lower activity due to COVID-19 restrictions. Lending fees

were also down from lower new lending.

Operating

expenses up

$232 million, 10%

• The increase was due to higher spend on risk and compliance programs including

financial crime, fraud prevention, and our CORE program. Costs were also higher from

an increase in front line risk capability including additional bankers; and

• Partly offset by a decline in costs associated with customer remediation and payments.

Impairment benefit

of $484 million

compared to an

impairment charge

of $1,371 million

• Impairment benefit was due to additional collectively assessed provisions booked in

2020 that were no longer required, including from better credit quality metrics and an

improved economic outlook; and

• Stressed exposures to TCE decreased 78 basis points to 3.92% mostly from lower

watchlist exposures.

105WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Divisional performance

Westpac Institutional Bank

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, the UK and Asia. WIB works with all

the Group’s operating divisions in the provision of markets’ related financial needs including foreign exchange and

fixed interest solutions.

Financial performance

$m202120202019

Net interest income 919 1,111 1,337

Non-interest income 1,102 1,182 1,195

Net operating income before operating expenses and impairment (charges)/benefits 2,021 2,293 2,532

Operating expenses(2,574)(1,316)(1,220)

Impairment (charges)/benefits(162)(404)(31)

Profit before income tax expense(715) 573 1,281

Income tax expense 45 (241)(356)

Cash earnings(670) 332 925

Net cash earnings adjustments- - -

Net profit attributable to owners of WBC(670) 332 925

$bn $bn $bn

Deposits and other borrowings 97.8 102.9 99.0

Net loans 67.0 66.2 73.6

Total assets 82.1 75.5 95.0

Total operating expenses to net operating income ratio 127.36% 57.39% 48.18%

106WESTPAC GROUP 2021 ANNUAL REPORT
Divisional performance

2021 v 2020

Cash earnings were a loss of $670 million for 2021 compared to a profit of $332 million in 2020. This was mostly

due to write-down of assets (goodwill, capitalised software and other assets) following their annual impairment

test, which reduced cash earnings by $991 million. Excluding this impact, cash earnings for 2021 were $321 million,

3% or $11 million lower than 2020. A 9 basis point decline in net interest margin, lower income from exiting certain

businesses and fee and product simplification were largely offset by a reduction in impairment charges.

Net interest income

down $192 million,

17%

• Net loans increased $0.8 billion, or 1%. Higher onshore balances (up $4.8 billion) from

an increase in new lending and higher utilisation of structured finance facilities, were

partly offset by a $4.0 billion decrease in offshore lending, primarily in Asia, as the

division began consolidating its operations;

• Deposits reduced $5.1 billion, or 5%. Offshore deposits were $3.9 billion lower, mostly

from the decision to consolidate our operations in Asia. Disciplined pricing and

customers seeking higher yield in the low interest rate environment contributed to the

decline in onshore deposits; and

• Net interest margin declined 9 basis points to 1.26% with lower interest rates reducing

deposit spreads and earnings on capital. This was partly offset by more disciplined

lending and deposit pricing, and benefits from changes in the lending and deposit mix.

Non-interest

income down

$80 million, 7%

• Excluding the impact of derivative valuation adjustments (a $174 million positive

movement), non-interest income was down $254 million over the year;

• Lower non-customer Markets income ($219 million) across foreign exchange and

commodities including from the closure of the energy desk along with lower customer

Markets income ($64 million) from reduced foreign exchange sales and a decline in

income in Asia; and

• Payments revenue declined from the impact of exiting certain correspondent banking

relationships. This was partly offset by higher loan fees from an increase in undrawn

balances.

Operating

expenses up

$1,258 million, 96%

• The write-down of assets following their annual impairment test increased expenses

$1,156 million. Excluding this impact, expenses were increased $65 million (or 5%) with

most of the increase due to higher risk and compliance costs, and higher software

amortisation expenses; and

• Partly offset by productivity benefits from the consolidation of international operations,

product and process simplification, and operating model changes. FTE was 6% lower

over the year.

Impairment

charges down

$242 million, 60%

• Lower impairment charge was due to a higher collectively assessed provision benefit

from better credit quality metrics and the improved economic outlook partly offset by

a large individually assessed provision related to a fraud; and

• Stressed exposures to TCE of 0.64%, down 39 basis points compared to September

2020, mainly due to upgrades in watchlist facilities.

107WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Divisional performance

Westpac New Zealand

Westpac New Zealand provides banking, wealth and insurance products and services for consumer, business and

institutional customers in New Zealand. Westpac New Zealand operates through a network of branches and ATMs.

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.

All figures are in NZ$ unless noted otherwise.

Financial performance

NZ$m202120202019

Net interest income 2,118 1,943 1,967

Non-interest income 345 339 448

Net operating income before operating expenses and impairment (charges)/benefits 2,463 2,282 2,415

Operating expenses(1,132)(1,059)(993)

Impairment (charges)/benefits 84 (320) 10

Profit before income tax expense 1,415 903 1,432

Income tax expense(402)(254)(390)

Cash earnings 1,013 649 1,042

Net cash earnings adjustments(3) 7 (1)

Net profit attributable to owners of WBC 1,010 656 1,041

$bn $bn $bn

Deposits and other borrowings

1

75.9 71.0 64.5

Net loans 92.6 88.0 84.2

Total assets 112.4 104.2 97.1

Total funds 12.0 12.2 11.5

Total operating expenses to net operating income ratio 45.96% 46.41% 41.12%

AUD$m202120202019

Net interest income 1,987 1,832 1,860

Non-interest income 323 319 423

Net operating income before operating expenses and impairment (charges)/benefits 2,310 2,151 2,283

Operating expenses(1,062)(998)(939)

Impairment (charges)/benefits 79 (302) 10

Profit before income tax expense 1,327 851 1,354

Income tax expense(377)(239)(369)

Cash earnings 950 612 985

Net cash earnings adjustments(2) 7 (1)

Net profit attributable to owners of WBC 948 619 984

$bn $bn $bn

Deposits and other borrowings 72.5 65.7 59.7

Net loans 88.4 81.4 78.0

Total assets 107.1 96.4 90.0

Total funds 11.5 11.3 10.7

Total operating expenses to net operating income ratio

2

45.96% 46.41% 41.12%


1. Refers to total customer deposits in this table.

2. Ratio calculated using NZ$.

108WESTPAC GROUP 2021 ANNUAL REPORT
Divisional performance

2021 v 2020

Cash earnings of NZ$1,013 million increased NZ$364 million or 56% compared to 2020, primarily driven by a

$404 million turnaround in impairment charges. Net operating income before impairment (charges)/benefits was

also higher from a 3 basis point increase in net interest margin and balance sheet growth partly offset by higher

expenses.

Net interest income

up NZ$175 million,

9%

• Provisions for customer refunds and payments reduced net interest income by

NZ$29 million, excluding this, net interest income increased NZ$204 million or 10%;

• Net loans increased 5%, or NZ$4.6 billion, with NZ$5.7 billion of mortgage growth

partly offset by NZ$0.9 billion decrease in business loans as institutional customers

reduced their gearing;

• Deposits increased 7% or NZ$4.9 billion, fully funding loan growth and lifting the

deposit to loan ratio to 82%. Growth was in at call accounts across businesses and

households. Term deposits were lower as retail customers preferred to retain funds in

at call accounts; and

• Net interest margin increased 3 basis points (5 basis points higher excluding customer

refunds and payments) mostly from higher deposit spreads due to repricing and

portfolio mix (more funds in at call) and lower funding costs. This was partly offset

by lower mortgage spreads and the impact of changes in the portfolio mix (decline in

personal lending). Higher holdings of liquid assets also reduced margin.

Non-interest

income up

NZ$6 million, 2%

• Non-interest income increased NZ$12 million mostly from a gain on sale of the Wealth

Advisory business (NZ$8 million). This was partly offset by an increase in provisions for

customer refunds and payments.

Operating

expenses up

NZ$73 million, 7%

• Costs related to the announced sale of Westpac-NZ-Life, write down of intangible

asset and costs associated with managing customer remediation programs increased

expenses NZ$24 million; and

• Excluding this impact, expenses increased NZ$49 million primarily due to increased

spend on technology, risk, regulatory and compliance projects (including compliance

with RBNZ’s BS11 Outsourcing Policy and Section 95 requirements on liquidity and risk

governance). The number of FTE increased by 476 during the year.

Impairment benefit

of NZ$84 million

compared to an

impairment charge

of NZ$320 million

• Impairment benefit of $84 million was mostly due to a collectively assessed provision

benefit as provisions booked in 2020 were no longer required consistent with better

credit quality metrics and the improved economic outlook; and

• Stressed exposures to TCE of 1.19% were down 40 basis points. The decline was

due to a reduction in lower rated business facilities and lower mortgage 90+ day

delinquencies which were down 22 basis points.

109WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Divisional performance

Specialist Businesses

Specialist Businesses comprises the businesses that Westpac ultimately plans to exit with agreements in place for

the sale of Westpac Life Insurance and motor vehicle dealer finance and novated leasing businesses. These sales

are expected to finalise in 2022, subject to regulatory approvals. During the year, Westpac finalised the sales of

Westpac General Insurance, Vendor Finance and Westpac Lenders Mortgage Insurance. Other operations include

investment product and services (including margin lending and equities broking), superannuation and retirement

products as well as wealth administration platforms. The division 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. Businesses where an agreement is in place for sale are treated

as held for sale assets and the contribution of those businesses are included in Specialist Businesses results.

Details of the cash earnings contribution of these businesses are shown within this section.

$m202120202019

Net interest income 503 534 555

Non-interest income 1,490 762 1,412

Net operating income before operating expenses and impairment (charges)/benefits 1,993 1,296 1,967

Operating expenses(1,477)(1,548)(847)

Impairment (charges)/benefits 66 (255)(111)

Profit before income tax expense 582 (507) 1,009

Income tax expense(387) 3 (292)

Profit attributable to NCI(2)(2)(5)

Cash earnings 193 (506) 712

Net cash earnings adjustments- (31)(45)

Net profit attributable to owners of WBC 193 (537) 667

$bn $bn $bn

Deposits and other borrowings 11.0 9.3 9.3

Net loans

1

13.6 14.9 17.2

Total assets 15.5 22.8 31.1

Total funds 227.4 193.0 207.2

Total operating expenses to net operating income ratio 74.11% 119.44% 43.06%

1. Include loans classified as asset held for sale.

110WESTPAC GROUP 2021 ANNUAL REPORT
Divisional performance

2021 vs 2020

Cash earnings for 2021 were $193 million compared to a loss of $506 million in 2020. The division’s cash earnings

in 2021 and 2020 have been impacted by expenses associated with the sales and revaluations of businesses either

sold or held for sale, and customer refunds, payments, litigation and associated costs. These have been partly

offset by gains on sales. In 2021 these items reduced cash earnings by $540 million and in 2020 by $922 million.

Excluding the impact of these significant items cash earnings increased $317 million over the year, with higher

insurance income, and an impairment benefit of $66 million compared to an impairment charge of $255 million in

2020 the key drivers of the improved underlying performance.

Earnings were also impacted by the sale of Westpac General Insurance (July 2021), Vendor Finance (July 2021)

and Westpac Lenders Mortgage Insurance (August 2021).

Net interest income

down $31 million,

6%

• Provisions for customer refunds and payments reduced net interest income $18 million.

Excluding this impact, net interest income decreased $13 million or 2%;

• Net loans decreased 9% (or $1.3 billion) with $0.3 billion due the sale of Vendor Finance

in July 2021. Auto Finance and Westpac Pacific lending were also lower reflecting

reduced demand;

• Deposits increased 18% (or $1.7 billion) mostly from the migration of funds from legacy

platforms to Panorama; and

• Net interest margin was up 14 basis points mostly from the roll off of interest rate

reductions related to COVID-19 support. Net interest margin also increased following a

reversal of provisions that were no longer required.

Non-interest

income up

$728 million, 96%

• Non-interest income benefited from a gain on the sale of Westpac General Insurance

and from a reduction in customer refunds and payments and the non-repeat of losses

associated with revaluations of insurance liabilities. Excluding these items, non-interest

income increased $120 million or 10%;

• Insurance income was up $180 million or 61% from:

–LMI contribution was higher from growth in mortgages and lower claims;

–GI revenue was higher from a reduction in severe weather event claims; and

–Life Insurance revenue was higher with favourable valuation movements in life

insurance policyholder liabilities from changes in the discount rate partly offset by

exiting Group Life, higher claims, and higher reinsurance costs.

• Superannuation, Platforms and Investments contribution was down $19 million or

3% mostly from platform and superannuation pricing changes and the migration of

customers from legacy platforms to Panorama. Revenue from managed cash balances

was also lower; and

• Banking income was down $41 million or 29% mostly from lower activity, including

lower revenue in Westpac Pacific from the impact of COVID-19 restrictions on tourism

and associated merchant fees and foreign exchange income.

Operating

expenses down

$71 million, 5%

• Expenses associated with the write-down of goodwill and other intangible assets

in 2021 were $54 million lower than 2020. Excluding these items, expenses were

$17 million or 2% lower; and

• The decrease was due to lower project spend and benefits from organisational

redesign.

Impairment benefit

of $66 million

compared to an

impairment charge

of $255 million

• Impairment benefit from lower collectively assessed provisions driven by improving

credit quality metrics and the better economic outlook; and

• Auto 90+ day delinquencies were 1.97%, down 83 basis points, from lower hardship

volumes and a focus on reducing long-overdue accounts.

111WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Divisional performance

Group Businesses

This segment comprises:

• Treasury which is responsible for the management of the Group’s balance sheet including wholesale funding,

capital and management of liquidity. Treasury also manages the interest rate risk and foreign exchange

risks inherent in the balance sheet, including managing the mismatch between Group assets and liabilities.

Treasury’s earnings are primarily sourced from managing the Group’s balance sheet and interest rate risk

(excluding Westpac New Zealand), within set risk limits;

• Chief Operating Office¹, which includes Group Technology function and Australian banking operations and

property services. Group Technology is responsible for technology strategy and architecture, infrastructure

and operations, applications development and business integration in Australia;

• Core Support², which comprises functions performed centrally, including strategy, finance, risk, financial crime,

legal, human resources, customer and corporate relations, and Group head office costs;

• Following the Group’s decision in March 2019 to restructure its wealth operations and exit its Advice business,

the residual Advice operations (including associated remediation) and certain support functions of the former

BTFG division have been transferred to Group Businesses; and

• Group Businesses also includes earnings on capital not allocated to divisions, accounting entries for certain

intra-group transactions that facilitate presentation of performance of the Group’s operating segments,

earnings from non-core asset sales, earnings and costs associated with the Group’s Fintech investments,

and certain other head office items such as centrally raised provisions.

Financial performance

$m202120202019

Net interest income 835 899 615

Non-interest income 372 144 (617)

Net operating income before operating expenses and impairment (charges)/benefits 1,207 1,043 (2)

Operating expenses(1,018)(2,364)(1,137)

Impairment (charges)/benefits(2) 169 92

Profit before income tax expense 187 (1,152)(1,047)

Income tax expense(175)(158) 213

Profit attributable to NCI(3)- (1)

Cash earnings 9 (1,310)(835)

Net cash earnings adjustments 108 (294)(19)

Net profit attributable to owners of WBC 117 (1,604)(854)

2021 v 2020

Cash earnings were a $9 million profit for 2021, compared with a loss of $1,310 million for 2020.

Net operating

income up

$164 million, 16%

• Gains in 2021 from our investment in Coinbase Inc. and Zip Co Limited ($537 million;

$25 million respectively) were higher than gains in 2020 from our investments in

Zip Co Limited ($303 million); partly offset by

• Higher provisions for estimated customer refunds and repayments ($231 million in 2021,

$156 million in 2020); and

• Lower Treasury income.

Operating

expenses down

$1,346 million, 57%

• Expenses were lower than 2020, due to the non-repeat of a penalty from AUSTRAC

and the associated costs ($1,478 million); partly offset by

• Performance fee related to gains on our investment in Coinbase Inc. ($120 million); and

• Higher CORE program costs, and higher provisions for estimated customer refunds and

payments ($176 million in 2021, $168 million in 2020).

Impairment

charges up

$171 million, large

• 2020 impairment benefit was mainly due to centrally held overlays no longer required.

1. Group Technology and Operations costs are fully allocated to other divisions in the Group.

2. Core Support costs are partially allocated to other divisions, while Group Head Office costs are retained in Group Businesses.

112WESTPAC GROUP 2021 ANNUAL REPORT
Risk and risk management

Risk and risk management

Risk management

As a Bank we face many different risks, and the management of risk is integral to achieving our purpose of

helping Australians and New Zealanders succeed and our strategy. The key risks we face and manage across

Westpac are detailed below.

The issues identified by our own analysis of Culture, Governance and Accountability and APRA’s subsequent risk

governance review, which resulted in Westpac entering into an Enforceable Undertaking with APRA in December

2020, have highlighted that we must improve the management of our risk, particularly non-financial risk. We

continue to work through a significant program to address our shortcomings in management of risk, to strengthen

accountability for end-to-end risk management and to mature our risk culture, as we become a simpler and

stronger bank.

How we manage risk

Our Risk Management Framework outlines our activities to manage our risks, as set out in the diagram below.

This Framework provides structure and discipline for our risk management activities. Effective risk management

requires all the elements of the framework to operate holistically and independently. Critical to effective risk

management is a strong risk culture, including clear accountability for identifying and managing risks through the

three lines of defence.

RISK MANAGEMENT FRAMEWORK

WIB Global Forum

Governance

and

Management

Control

Business

Strategy

Risk

Identification

Risk

Appetite

Stress and

Scenarios

Analysis

People and

Infrastructure

Control

Definition and

Effectiveness

Monitoring

and

Reporting

Actions and

Response

Ensuring that appropriate

data, analysis and

recommendations flow to the

right people and forums on a

timely basis to support

decision making

Westpac’s business

plans are shaped

considering the risks

associated with its

strategic objectives

Identifying

new and

emerging

risks in our

business from

internal and

external

environments

Setting risk

appetite to

provide clarity

on the level

of risk we are

prepared to

take

Performing

stress tests to

assess potential

impacts that changes to

existing risks and new

risks may have on the

Group, including on our

capital

Having the right capability,

people, data and systems

to support effective risk

management and decision

making

Embedding

appropriate

Frameworks,

policies,

standards and

controls to

manage the risks

we take

Risks are

assessed

through

ongoing

monitoring,

management,

reporting

and assurance

Appropriate

action plans

are

implemented to

improve our risk

profile

The Risk Management Framework has nine components starting with our ‘Business Strategy’, which defines the

markets and businesses the Group operates in. We are an Australian and New Zealand bank, with a predominant

focus on retail, business and targeted institutional segments. We also operate wealth, insurance and ancillary

banking operations; these are managed in our Specialist Businesses division.

113WESTPAC GROUP 2021 ANNUAL REPORT
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1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Risk and risk management

The activities in our Risk Management Framework include identification of risks, setting appropriate risk appetite

and managing risks within appetite.

Some of our risks are stress tested and/or subject to scenario analysis to assess how major events and changing

operating conditions could impact on our operations, financial performance, balance sheet or reputation. Stress

tests are particularly relevant in the loan portfolios where we assess the impact of changing economic scenarios

on customers’ and our financial position.

The current environment demonstrates the importance of stress testing given the potential impacts from the

COVID-19 pandemic.

We need to have capable people and sound systems to manage risk, and underpin this with our frameworks,

policies, procedures and standards. For example, our Risk Culture Framework sets out how we define, measure,

monitor and manage risk culture.

Risk frameworks, policies, procedures and standards may operate at the Group level, across major risk categories

as well as for individual regulated entities or divisions.

We also have processes in place to monitor and report risks, incidents, issues and actions. These include reporting

limit breaches. We are focused on resolving long-standing issues, taking action to bring risks back within appetite,

and assessing the effectiveness of controls to manage risks.

We have a formal risk governance structure to support our risk management framework by providing appropriate

data, analysis and recommendations to the right people and forums on a timely basis to support decision making.

Risk activities are overseen by established committees (including at Board level, Executive Management, major

risk type Committees, Divisional and Specialist Committees).

Risk Culture

A strong risk culture is essential for the Group’s Risk Management Framework to operate effectively. We have a

Group-wide transformation program to strengthen the management of risk across the entire bank. The Program

supports the delivery of activities that will uplift and reinforce our understanding and capability when it comes to

managing risk and is inclusive of risk culture.

Westpac aspires to a mature risk culture that pro-actively identifies, manages and mitigates risks, learns from

risk events and continuously anticipates new risks and opportunities. To track progress towards our aspiration,

we utilise several risk culture tools and processes designed to assist management better measure, monitor and

manage our risk culture:

•Risk Culture Framework – embedded a framework, articulating the roles and responsibilities for moving our

risk culture maturity towards Westpac’s aspiration, through the use of the tools and processes;

•Risk Culture Maturity Self-Assessment – deployment of an online tool allowing Divisions to annually assess

their current risk culture maturity relative to Westpac’s aspiration, helping to identify and prioritise areas for

improvement;

•Risk Culture Insights Program – undertake a second line deep-dive program of each Division’s risk culture,

identifying the factors that positively and negatively influence the Division’s approach to risk management; and

•Risk Culture Dashboard – provision of a comprehensive database of risk culture metrics, to support an online

automated Risk Culture Dashboard rolled out to Divisions, enabling risk culture to be measured, monitored and

reported in a consistent way across the Group.

114WESTPAC GROUP 2021 ANNUAL REPORT
Risk and risk management

Three Lines of Defence

The three lines of defence model outlines the active roles that all employees play in the end-to-end management

of risk. The first line is responsible for identifying and owning the risks arising from all aspects of their activity. The

second line provides expertise, advice and oversight in how risks are managed. The third line is Internal Audit who

provide independent testing and assurance.

THREE LINES OF DEFENCE

First LineRisk owner

Identify, control

and manage risk

–Own the current and emerging risks of the business/division by identifying,

managing, and monitoring

–Ensure business activities are within approved risk appetite and policies

–Design, implement and maintain controls

–Comply with laws and regulation

–Identify and escalate risk issues

–Responsible for promoting a strong risk culture.

Second LineRisk oversight

Set the risk standards, provide

challenge and advise the first line

–Establish and communicate risk frameworks, appetite, and strategies

–Provide oversight and independent challenge to first line

–Measure, monitor and report risks against appetite

–Includes roles in Risk and Financial Crime, Compliance and Conduct divisions.

Third LineInternal audit

Independent audit

–Provides independent assurance to the Board and Senior Executive on the

adequacy and effectiveness of the Group’s governance, risk management and

internal controls, and tracks remediation progress.

Risk Identification: Major Risk Categories

The Group has identified a number of risk types and classified these under 11 major risk categories. It is important

to note that the major risk categories do not represent every risk the Group may face but rather the most material

risks to the Group.

1

Strategic

Risk

2

Risk

Culture

3

Operational

Risk

4

Conduct &

Compliance

5

Financial

Crime

6

Cyber

Risk

7

Reputational

and

Sustainability

Risk

8

Capital

Adequacy

9

Funding

and

Liquidity

Risk

10

Credit

Risk

11

Market

Risk

Non-financial risksFinancial risks

MAJOR RISK CATEGORIES

We place boundaries on these risks by establishing a risk appetite. Risk appetite is articulated in the Board Risk

Appetite Statement which lists the Group’s major risks and the measures and tolerances used to monitor these

risks. Most of these measures are monitored by “amber” and “red” tolerances which indicate when risks are close

to or over our risk appetite.

The Group has a number of risks which sit outside of our risk appetite or do not meet the expectations of

regulators. Westpac is underway with a comprehensive action plan to address risk management and other culture,

governance and accountability issues including through its CORE program and other activities, as outlined in

‘Significant Developments’ in Section 1.

Here is an explanation of each of our major risk categories, how we consider risk appetite and some examples of

areas of focus in 2021 to illustrate how our Risk Management Framework operates.

115WESTPAC GROUP 2021 ANNUAL REPORT
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3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Risk and risk management

MAJOR RISK CATEGORIES

1

Strategic risk

The risk that the Group makes inappropriate

strategic choices, does not implement its

strategies successfully, or does not respond

effectively to changes in the operating

environment.

Risk Appetite and Mitigation

We seek to grow our business through a strategy

aligned with the Group’s risk appetite.

We seek to manage the impact of threats, driven

by changes in the operating environment, which

could have a significant impact on our ability to

implement our strategy.

We must continually evaluate our performance

against our plans and in light of changes in

internal and external factors, and we must

respond in a timely manner.

Some areas of focus include:

–Exit of specialist businesses, including transactions

that do not complete.

–The impact of COVID-19.

Example of a Risk Appetite measure

–Actual ROE versus target ROE.

2

Risk culture

The risk that our culture does not promote

and reinforce behavioural expectations and

structures to identify, understand, discuss and

act on risks.

Risk Appetite and Mitigation

We promote a risk culture which supports our

purpose, vision and values and our ability to

manage risk effectively.

We only have appetite for a risk culture which is

regularly assessed and is supported by initiatives

that seek to reinforce behavioural expectations

and structures to ensure our people identify,

understand, discuss and act on risks.

Some areas of focus include:

–Board approved Risk Culture Framework.

–Deployment of Risk Fundamentals training.

–Year-on-year Risk Culture Maturity self-

assessments.

Example of a Risk Appetite measure

–Internal survey results - % of respondents who feel

safe calling out risks and/or concerns.

3

Operational

Risk

The risk of loss resulting from inadequate or

failed internal processes, people and systems or

from external events.

Risk Appetite and Mitigation

We recognise that operational risk is a necessary

part of doing business. We seek to be resilient

to operational risk, and minimise the impact of

inadequate processes, people and systems and

of external events through robust processes and

controls.

While we recognise that breakdowns in

processes and controls will occur, material issues

and incidents arising from these breakdowns

must be quickly and effectively remediated.

Some areas of focus include:

–Managing risks in line with value chain process

management.

–Strengthening the control environment, including

rationalisation and automation of controls.

–Strengthening focus on fraud prevention and the

management of key risks such as Data Risk and

Third-Parties risk (including suppliers and COVID-19

impacts).

–Use of AI and analytics to provide real-time

actionable insights to proactively manage risks.

Example of a Risk Appetite measure

–Timely recording and ownership of incidents

identified.

–Effective and adequate management of the quality

of critical data.

116WESTPAC GROUP 2021 ANNUAL REPORT
Risk and risk management

MAJOR RISK CATEGORIES

4

Conduct and

compliance

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.

Risk Appetite and Mitigation

We comply with relevant laws and regulations,

and conduct our business in a way that delivers

suitable, fair and clear outcomes for our

customers and supports the integrity of the

markets in which we operate. To achieve this, we

establish robust controls and systems to manage

conduct and compliance risk. In doing so, we

have no appetite for:

–Deliberate or reckless breaches of regulatory

requirements

–Conduct that deliberately or recklessly

causes unsuitable, unfair or unclear customer

outcomes or adversely impacts the integrity of

financial markets; or

–Systems or processes that lead to systemic or

material breaches of regulatory requirements.

Non-compliance will occur from time to time and

we have no appetite for the failure to promptly

own, investigate and remediate incidents of non-

compliance.

Some areas of focus include:

–The CORE program which is designed to embed

a strong and proactive risk management culture.

Key compliance and conduct workstreams include

obligations management, breach reporting,

regulatory commitments and conduct risk.

Example of a Risk Appetite measure

–Prevalence of customer remediations with

inaccurate estimates of end dates.

5

Financial

crime

The risk that the Group fails to prevent financial

crime and comply with applicable financial

crime obligations.

Financial Crime includes Anti-Money

Laundering, Counter Terrorism Finance,

Sanctions, Anti-bribery and corruption, Foreign

Account Tax Compliance Act and the Common

Reporting Standard.

Risk Appetite and Mitigation

We help prevent financial crime by pro-

actively identifying, assessing, mitigating and

reporting financial crime risks and complying

with all applicable global and local financial

crime obligations. This means that our financial

crime risks must be managed through robust

controls and systems, and that we promptly

own, investigate and remediate financial crime

incidents where they do occur.

This means managing our financial crime risks

through robust controls and systems, and

promptly owning, investigating and remediating

financial crime incidents where they occur.

Some areas of focus include:

–Continuing our program to strengthen areas

of control weaknesses and to enhance our

management of financial crime risk.

–Strengthening our financial crime team’s capability,

including through additional training

–Embedding new and enhanced systems and

controls to identify, mitigate and manage financial

crime risk.

Example of a Risk Appetite measure

–Number of AML/CTF & Sanctions exemptions

granted related to risk appetite or policies and

standards.

117WESTPAC GROUP 2021 ANNUAL REPORT
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3 FINANCIAL STATEMENTS

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4 SHAREHOLDER INFORMATION

Risk and risk management

MAJOR RISK CATEGORIES

6

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.

Risk Appetite and Mitigation

We proactively manage cyber risk to limit the

likelihood of inappropriate access, manipulation

or damage to our and our third parties’ data

and technology, to protect stakeholders

and customers data and to ensure that we

are resilient to cybersecurity threats and

vulnerabilities.

In managing our cyber risk, we seek to ensure

that:

–We manage our risks within the appropriate

regulatory frameworks

–We do not undermine our strategic, financial,

reputational or regulatory standing, and

–We implement cyber controls commensurate

to the cyber threats we respond to.

Some areas of focus include:

–Accelerating delivery of a program to enhance

cybersecurity capability including data protection

controls, and identity and access management.

–Developing a cyber risk management framework to

provide a consistent approach to the management

of cyber risk across the Group.

Example of a Risk Appetite measure

–Control effectiveness against external cyber

threats.

–Number of employees who acted appropriately

during simulated malicious email attacks.

7

Reputational

and

sustainability

risk

Reputation Risk

Reputation Risk is the risk of key stakeholders

forming negative perceptions, beliefs or

unrealistic expectations of the Group.

Sustainability Risk

Sustainability (or ESG) risk is the risk of loss or

negative impact from the failure to recognise

or address environmental, social or governance

(ESG) issues.

Risk Appetite and Mitigation

Reputation and Sustainability Risk

We seek to maintain the confidence of all

stakeholders, including to cultivate trust in our

integrity and competence.

We have little appetite for actions, inactions,

transactions, investments and events which may

affect the Group’s integrity or competence.

The principles that govern our approach include:

–Acting with integrity

–Doing the right thing by our customers

–Balancing needs and expectations of

stakeholders and the potential impacts on

people or the environment.

Some areas of focus include:

Lift the consideration or Reputation and Sustainability

Risk across the Group.

Reputation Risk

–Culture reset program.

Sustainability Risk

–Advancing our Paris-aligned financing strategies

and portfolio targets, particularly for sectors

representing the majority of our financed

emissions. This includes working to reduce our

Thermal Coal Mining exposure to zero by 2030.

–APRA Climate Vulnerability Assessment stress

testing and scenario analysis.

–Provide business customers with a range of

innovative sustainable finance solutions including

green deposits, green bonds and sustainability-

linked loans targeting improved ESG performance.

–Capability uplift to support better identification

and management of ESG risk, covering climate

change and human rights, including modern

slavery.

Example of a Risk Appetite measure

Reputation Risk

–Employee engagement

–RepTrak Standing – RepTrak is an external

benchmark used by corporations such as Westpac

to measure their reputation, based on consumer

surveys and media coverage

Sustainability Risk

–Sustainalytics ESG Rating

118WESTPAC GROUP 2021 ANNUAL REPORT
Risk and risk management

MAJOR RISK CATEGORIES

8

Capital

adequacy

The risk of an inadequate level or composition

of capital to support our business and meet

regulatory requirements under both normal or

stressed conditions.

Risk Appetite and Mitigation

We seek to maintain a strong balance sheet,

including in stress scenarios.

We evaluate our approach to Capital

management through an Internal Capital

Adequacy Assessment Process, the key features

of which include:

–A capital management strategy

–Considering economic and regulatory

requirements

–Stress testing

–Considering the perspectives of external

stakeholders.

Some areas of focus include:

–$3.5bn Additional Tier 1 capital and $6.3bn Tier 2

capital instruments raised during FY21.

–Applying a mortgage risk weight floor to 25%

in June 2021 to reflect the anticipated unwind

of temporary COVID-19 stimulus effects and our

expectation that mortgage risk weights will rise

from APRA’s capital changes.

Example of a Risk Appetite measure

–Common equity tier 1 (CET1) ratio – a measure

which shows a bank’s capacity to absorb losses.

9

Funding and

liquidity

The risk that the Group cannot meet its

payment obligations or that it does not have the

appropriate amount, tenor and composition of

funding and liquidity to support our business.

Risk Appetite and Mitigation

We seek to manage our balance sheet such that

we:

–Maintained a diversified, stable and cost-

effective funding base;

–Can source funding as and when we need it;

–Have sufficient securable assets to meet our

funding and repo requirements; and

–Fund new lending growth with stable funding

sources.

Some areas of focus include:

–Fully utilising our Term Funding Facility allowance

of $30 billion.

–Respond to the removal of Committed Liquidity

Facility by the end of 2022.

–Further information on is contained in Note 21 to

the financial statements.

Example of a Risk Appetite measure

–Net Stable Funding Ratio (NSFR).

–Liquidity coverage ratio (LCR).

10

Credit risk

The risk of financial loss where a customer

or counterparty fails to meet their financial

obligations to Westpac.

Risk Appetite and Mitigation

We have appetite for credit risk where:

–We have sufficient expertise to make

appropriate credit decisions

–We understand and are comfortable with

possible downsides

–No excessive exposure concentrations.

We manage credit risk using Program- managed

(high-volume homogeneous credit risk) and

Transaction-managed (individual customer and

transactions) approaches.

Management of credit risk is also supported

by a range of policies, processes, systems, risk

delegated authorities and Board-approved credit

risk limits.

Some areas of focus include:

–Heightened credit risk from COVID-19 including

provisions for expected credit losses

–Climate change and sustainability

–Further information is contained in Notes 13 and 21

to the financial statements, and in Westpac’s Pillar

3 reports.

Example of a Risk Appetite measure

–Top 10 exposures to Corporates and NBFIs as a %

of Total Committed Exposure.

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MAJOR RISK CATEGORIES

11

Market risk

The risk of an adverse impact on earnings

from changes in various market prices such as

exchange rates, interest rates and credit spreads.

Risk Appetite and Mitigation

We have appetite for market risk in approved

products within our limit framework. We seek to

protect our positions from changes in financial

market factors which may affect our activities.

We manage market risk through the daily

measurement and monitoring of Board approved

metrics that capture the risk of adverse

movements in financial markets. The Board has

approved a risk appetite for traded and non-

traded risks via the measurement of Value at

Risk (VaR), Stressed VaR (SVaR), Net Income

at Risk (NaR) and specific structural risk limits.

The management of market risk is supported

by the Market Risk Management Framework

and associated policies, processes, systems and

delegated authorities.

Some areas of focus include:

–Comprehensive review of market risk governance

to enhance the control environment.

–Further information is contained in Note 21 to the

financial statements.

Example of a Risk Appetite measure

–Value at Risk (VaR, $m) measures across products

and portfolios.

–Net interest income at risk.

For further information regarding the role and responsibilities of the BRiskC and other Board committees in

managing risk, refer to Westpac’s 2020 Corporate Governance Statement available at

www.westpac.com.au/corpgov.

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Risk and risk

management

Risk factors

Our business is subject to risks that can adversely impact our financial performance, financial condition and future

performance. If any of the following risks occur, our business, prospects, reputation, financial performance or

financial condition could be materially adversely affected, with the result that the trading price of our securities

could decline and as a security holder you could lose all, or part, of your investment. You should carefully consider

the risks described and the other information in this Annual Report before investing in our securities. The risks

and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are

unaware of, or that we currently deem to be immaterial, may also become important factors that affect us.

Risks relating to our business

We have suffered, and could in the future suffer, information security risks, including

cyberattacks

The Group (and its external service providers) is subject to information security risks. These risks are heightened

by:

• new technologies and increased digital service options;

• increased use of the internet and telecommunications to conduct financial transactions;

• the growing sophistication of attackers, and the global increase in cyber crime;

• the COVID-19 pandemic, which has resulted in many Westpac employees (and staff of service providers) and

customers working remotely or from other sites; and

• other external events such as biological hazards, climate change, natural disasters or acts of terrorism, which

could interrupt the usual operations of the Group, its customer and suppliers, potentially providing increased

opportunities for cyber threat actors to exploit.

These risks could result in information security risks such as cyberattacks, espionage and/or errors happening

at an unprecedented pace, scale and reach. Cyberattacks have the potential to cause financial system instability

and could result in serious disruption to customer banking services, or compromise customer data privacy. While

Westpac has systems in place to protect against, detect and respond to cyberattacks, these systems have not

always been, and may not always be, effective. Westpac and its customers could suffer losses from cyberattacks,

information security breaches or ineffective cyber resilience. The Group may not be able to anticipate and

prevent a cyberattack, effectively respond to a cyberattack and/or rectify or minimise damage resulting from a

cyberattack. Our external service providers, and other parties that facilitate our activities, financial platforms and

infrastructure (such as payment systems and exchanges) are also subject to the risk of cyberattacks, which could

in turn impact Westpac.

Our operations rely on the secure processing, storage and transmission of information on our computer systems

and networks, and the systems and networks of external suppliers. Although we implement measures to protect

the confidentiality and integrity of our information, there is a risk that the computer systems, software and

networks on which we, or our service providers, rely may be subject to security breaches, unauthorised access,

malicious software, external attacks or internal breaches that could have an adverse impact on our confidential

information or that of our customers and counterparties.

A range of potential consequences could arise from a successful cyberattack, such as:

• damage to technology infrastructure;

• disruptions or other adverse impacts to network access, operations or availability of services;

• loss of customers and market share or reputational damage;

• loss of data or information;

• customer remediation and/or claims for compensation;

• breach of applicable privacy laws or data protection regulations;

• litigation and adverse regulatory action including fines or penalties and increased regulatory scrutiny; and

• increased need for significant additional resources to modify or enhance our systems or to investigate and

remediate any vulnerabilities or incidents.

All these potential consequences could negatively affect our business, prospects, reputation, financial

performance or financial condition.

As cyber threats evolve, we may need to spend significant resources to modify or enhance our systems or

investigate and remediate any vulnerabilities or incidents.

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COVID-19 has had, and may continue to have (and a pandemic like COVID-19 could in the future

have), an adverse effect on the Group

The Group is vulnerable to the impacts of a communicable disease outbreak or a pandemic. The COVID-19

pandemic has had, and may continue to have, a negative impact on our customers, shareholders, employees, third

party suppliers and financial performance, among other adverse effects. The COVID-19 pandemic also heightens

other risks described in this ‘Risk Factors’ section.

The COVID-19 pandemic has disrupted, and will continue to disrupt, numerous industries and global supply

chains, while important measures to mitigate its impact have had, and may continue to have, a negative effect on

economic activity.

There continues to be uncertainty associated with the COVID-19 pandemic, including the ultimate course, duration

and severity of the disease, emergence of new variants and the availability and effectiveness of vaccination

programs or other medical treatments. There is also uncertainty in relation to future actions that may be taken

by governments, regulators and businesses to attempt to contain the virus or mitigate its impact and the

effectiveness of such actions, as well as the timing and speed of economic recovery. Such uncertainty has the

potential for longer term impacts on Westpac’s customers, business and operations.

Reduction in economic activity over the latter half of 2021 due to these COVID-19 induced factors has affected,

and may in the future affect, demand for Westpac’s products and services. The associated financial stress

on Westpac’s customers has, and is expected to, increase impairments, defaults and write-offs. Westpac has

COVID-19 related overlays to allow for the potential emergence of losses once the effect of support and stimulus

measures reduces in its business portfolios, however, further outlays may be required. For more information refer

to Note 13 and Note 21 to the financial statements.

Westpac has supported customers by lowering interest rates on certain products, waiving certain fees and

granting short term deferrals for certain mortgages, personal loans and small business loans. These initiatives

have had and may continue to have a negative impact on the Group’s financial performance and may see the

Group assume greater risk than it would have normally. There is also the potential for further government or

regulator intervention to support the economy which may require banks (including Westpac) to support those

interventions.

When outbreaks or pandemics occur, Westpac has adjusted and may need to adjust its risk appetite, policies

or controls to respond to outbreaks or pandemics (like the COVID-19 pandemic) and protect the well-being of

staff and customers who visit our premises. These changes could have unforeseen consequences and expose the

Group to increased regulatory focus, media scrutiny and an increased risk of litigation.

Further, to respond to the COVID-19 pandemic, Westpac has implemented (and may in the future implement)

new measures in very short periods of time. Taking this type of action may increase the risk that an operational or

compliance breakdown occurs, potentially leading to financial losses, impacts on customer service or regulatory

and/or legal action.

The COVID-19 pandemic has impacted the Group’s ability to pay dividends and the Group elected not to

pay an interim dividend last financial year given the desire to retain a strong balance sheet and the ongoing

uncertainty in the operating environment. It is possible that the COVID-19 pandemic, or another communicable

disease outbreak or pandemic, will negatively impact the Group’s ability to pay future dividends or make capital

distributions. It could also impact the Group’s ability to raise capital, and have an adverse impact on our financial

condition.

We could be adversely affected by legal or regulatory change

The Group’s business, prospects, reputation, financial performance and financial condition have been, and

could in the future be, adversely affected by changes to law, regulation, policies, supervisory activities and the

expectations of our regulators. The Group operates in an environment where there is increased regulation and

scrutiny of financial services providers.

Regulatory change has directly and adversely affected the Group’s financial performance and financial condition and

could do so in the future. In recent years, laws and regulations have been introduced requiring Westpac to hold more

liquidity and higher capital, and a Bank Levy (based on liabilities) has been imposed on Australia’s largest banks.

Regulatory changes may also affect how we operate and has altered the way we provide our products and

services, in some cases requiring us to change or discontinue our offerings. Regulation could also limit our

flexibility, require us to incur substantial costs, impact the profitability of our businesses, result in the Group being

unable to increase or maintain market share and/or create pressure on margins and fees.

Regulation impacting our business may not always be released in a timely manner before its date of

implementation. Similarly, early announcements of regulatory change may not be specific and significantly differ

from the final regulation. In those cases, the Group may not be able to effectively manage its compliance design

in the timeframes available. Further, increases in the volume of regulatory change being managed simultaneously

has and will continue to create risk through challenging our ability to access required subject matter expertise and

the execution risks associated with implementing simultaneous change.

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Relevant governments or regulators could also revise their application of regulatory policies, thereby impacting

our business (such as macro-prudential limits on lending, as indicated by APRA in its letter to ADIs released in

October 2021 which sets out APRA’s expectations for ADIs to use an interest rate that is at least 3.0 percentage

points above the loan product rate to assess new borrowers’ ability to meet their loan repayments).

It is critical the Group manages regulatory change effectively. The failure to do so has resulted, and could in the

future result, in the Group not meeting its compliance obligations, the risks of which are set out below. We expect

that we will continue to invest significantly in compliance and the management and implementation of regulatory

change. Significant management attention and resources may be required to update existing, or implement new,

processes to comply with such new regulations.

There is additional information on certain aspects of regulatory changes affecting the Group in ‘Significant

developments’ and the sections ‘Critical accounting assumptions and estimates’ and ‘Future developments in

accounting standards’ in Note 1 to the financial statements.

We have been and could be adversely affected by failing to comply with laws, regulations or

regulatory policy

We are responsible for ensuring that we comply with all applicable legal and regulatory requirements and industry

codes of practice in the jurisdictions in which we operate or obtain funding.

The Group is subject to conduct and compliance risk. These risks are exacerbated by the increasing complexity

and volume of regulation, including where we interpret our obligations and rights differently to regulators or

a Court, tribunal or other body. The potential for this is heightened when regulation is new, untested or is not

accompanied by extensive regulatory guidance.

The Group’s compliance management system is designed to identify, assess and manage compliance risk.

However, this system has not always been, and may not always be, effective. Breakdowns have, and may in the

future, occur due to flaws in the design or implementation of controls or processes. This has resulted in, and may

in the future result in, potential breaches of compliance obligations as well as poor customer outcomes.

Conduct risk could occur through the provision of products and services to customers that do not meet their

needs or do not meet the expectations of the market, as well as the poor conduct of our employees, contractors,

agents, authorised representatives and external services providers. This could occur through a failure to meet

professional obligations to specific clients (including fiduciary and suitability requirements), weakness in risk

culture, corporate governance or organisational culture, poor product design and implementation, failure to

adequately consider customer needs or selling products and services outside of customer target markets. This

could include deliberate, reckless or negligent actions by such individuals that could result in the circumvention

of Westpac’s controls, processes and procedures. The Group depends on its people to ‘do the right thing’ to meet

its compliance obligations and abide by its Code of Conduct. Inappropriate or poor conduct by these individuals

such as not following a policy or engaging in misconduct has resulted, and could result, in poor customer

outcomes and a failure by the Group to meet its compliance obligations.

While we have frameworks, policies, processes and controls that are designed to manage poor conduct outcomes,

these frameworks, policies, processes and controls have been, and may be, ineffective. This could result in financial

losses (including incurring substantial remediation costs and as a result of litigation by regulators and customers)

and reputational damage, which could adversely affect our business, prospects, financial performance or financial

condition.

The Group’s failure, or suspected failure, to comply with a compliance obligation has in the past and could in the

future lead to a regulator commencing surveillance or an investigation. ASIC’s new breach reporting regime, which

commenced on 1 October 2021, significantly expands our obligation to report certain breaches (or likely breaches)

to ASIC, which could give rise to additional regulatory scrutiny. The Group is currently subject to a number of

investigations and reviews by regulators, and is responding to a high volume of regulatory requests from APRA,

ASIC and other regulators. The Group has devoted (and will need to continue to devote) significant resources and

has incurred (and will continue to incur) costs for these reviews and investigations, which may adversely affect

Westpac’s business, operations, reputation and financial performance.

Depending on the circumstances, regulatory reviews and investigations have in the past and may in the future

result in a regulator taking administrative or enforcement action against the Group and/or its representatives.

Regulators have broad powers, and in certain circumstances, can issue directions to us (such as a direction to

take remedial action). Regulators could also pursue civil or criminal proceedings, seeking substantial fines, civil

penalties or other enforcement outcomes. In addition, regulatory investigations may lead to adverse findings

against directors and management, including potential disqualification.

APRA can also require the Group to hold additional capital either through a capital overlay or higher risk weighted

assets. APRA imposed a $500 million overlay to our operational risk capital requirement following the completion

of our self-assessment into our frameworks and practices in relation to culture, governance and accountability and a

further $500 million overlay following the commencement of civil penalty proceedings by AUSTRAC (both overlays

were applied through an increase in risk weighted assets). If the Group incurs additional capital overlays, it may need

to raise additional capital, which could have an adverse impact on our financial performance and financial condition.

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The political and regulatory environment that the Group operates in has seen (and may in the future see) our

regulators (including any new regulator) receive new powers along with materially increased penalties for

corporate and financial sector misconduct. For example, ASIC can commence civil penalty proceedings and seek

civil penalties (currently up to $555 million per offence) against an Australian Financial Services licensee (such

as Westpac) for failing to do all things necessary to ensure that financial services provided under the licence are

provided efficiently, honestly and fairly. The Group may also face significant civil or criminal penalties for failing to

comply with other obligations, and a failure by the Group may result in multiple contraventions leading to large

penalties.

Our regulators have adjusted and may in the future continue to adjust the way they approach oversight,

potentially preferring their enforcement powers over a more consultative approach. For example, APRA has

committed to a revised enforcement approach (including a new Supervision Risk and Intensity Model), indicating

it will use enforcement where appropriate to prevent and address serious prudential risks and hold entities and

individuals to account.

There may also be a shift in the type and focus of enforcement proceedings commenced by regulators in the

future. Regulators may increasingly seek to refer investigations to the Commonwealth Department of Public

Prosecutions or other prosecutorial bodies for potential criminal prosecution. This may result in an increase in

criminal prosecutions against institutions and/or their employees or representatives. Given the size of Westpac,

these investigations could result in findings of a significant number of breaches of obligations, which could lead to

significant financial and other penalties. This could also result in reputational damage and impact the willingness

of customers, investors and other stakeholders to deal with Westpac.

Regulatory action commenced against the Group has exposed and may in the future expose the Group to an

increased risk of litigation brought by third parties (including through class action proceedings), which may

require the Group to pay compensation to third parties and/or undertake further remediation activities.

Regulatory investigations, inquiries, litigation, fines, penalties, infringement notices, revocation, suspension or

variation of conditions of regulatory licences or other enforcement or administrative action or agreements (such

as enforceable undertakings) could, either individually or in aggregate with other regulatory action, adversely

affect our business, prospects, reputation, financial performance or financial condition. There is additional

information on certain aspects of regulatory matters that may affect the Group in ‘Significant developments’ and

in Note 26 to the financial statements.

We have suffered, and in the future could suffer, losses and be adversely affected by the

failure to implement effective risk management

Our risk management framework has not always been, or may not in the future prove to be, effective.

This could be because the design of the framework is inadequate or that key risk management policies, controls

and processes may be ineffective, due to inadequacies in their design, technology failures or because of poor

implementation or high execution risk. The potential for these types of failings is heightened if the Group does not

have enough appropriately skilled, trained and qualified employees in key positions.

There are also inherent limitations with any risk management framework as risks may exist, or emerge in the

future, that we have not anticipated or identified, and our controls may not be effective.

The risk management framework may also prove ineffective because of weaknesses in risk culture or risk

governance practices and policies, which may result in risks and control weaknesses not being identified,

escalated or acted upon.

Recent analysis and reviews, in addition to regulatory feedback, have highlighted that the framework is not

operating satisfactorily in a number of respects and needs to be improved. The Group has a number of risks

which sit outside our risk appetite or do not meet the expectations of regulators. Many of these areas requiring

improvement relate to the enforceable undertaking entered into with APRA by Westpac in December 2020.

Further, the design or operation of our remuneration structures may not always encourage prudent risk

management as intended, potentially resulting in staff engaging in excessive risk-taking behaviours.

As part of the Group’s risk management framework, the Group measures and monitors risks against its risk

appetite. If a risk is out-of-appetite, the Group needs to take steps to bring this risk back into appetite in a

timely way. However, the Group may not always be able to achieve this within proposed timeframes. This may

occur because, for example, the Group experiences delays in enhancing its information technology systems or in

recruiting sufficient numbers of appropriately trained staff for required activities. It is also possible that due to

external factors beyond our control, certain risks may be inherently outside of appetite for periods of time. The

Group is required to periodically review its risk management framework to determine if it remains appropriate.

If the Group is unable to bring risks back into appetite, or if it is determined that the Group’s risk management

framework or risk governance practices and policies are no longer appropriate, the Group may incur unexpected

losses and be required to undertake considerable remedial work, including incurring substantial costs. The failure

to remedy this situation could result in increased scrutiny from regulators, who could require (amongst other

things) that the Group hold additional capital or direct the Group to spend money to enhance its risk management

124WESTPAC GROUP 2021 ANNUAL REPORT
Risk and risk management

systems and controls. Weaknesses in risk management systems and controls led to APRA requiring Westpac to

hold additional capital following the completion of its Culture, Governance and accountability self-assessment,

and the payment of a civil penalty of $1.3 billion as a result of the civil penalty proceedings brought by AUSTRAC

against Westpac. In December 2020, APRA accepted an Enforceable Undertaking from Westpac, reflecting the

crystallisation of many of the risks discussed above, and APRA has approved Westpac’s integrated plan in relation

to risk governance. In March 2021 the RBNZ raised concerns in relation to WNZL’s risk governance practices and

policies and as a result, external reviews are being conducted of WNZL’s risk governance and liquidity management.

The RBNZ also amended WNZL’s conditions of registration in March 2021, requiring WNZL to discount the value

of its liquid assets by approximately 14%. Inadequacies in addressing risks or in the Group’s risk management

framework could also result in the Group failing to meet a compliance obligation and/or financial losses.

If any of our governance or risk management processes and procedures prove ineffective or inadequate or are

otherwise not appropriately implemented, as has occurred, we could be exposed to higher levels of risk than

expected which may result in unexpected losses, imposition of capital requirements, breaches of compliance

obligations and reputational damage which could adversely affect our business, prospects, financial performance

or financial condition.

For a discussion of our risk management procedures, refer to the ‘Risk management’ section.

The failure to comply with financial crime obligations has had and could have further adverse

effects on our business and reputation

The Group is subject to anti-money laundering and counter-terrorism financing (AML/CTF) laws, anti-bribery

and corruption laws, economic and trade sanctions laws and tax transparency laws in the jurisdictions in which

it operates. These laws can be complex and, in some circumstances, impose a diverse range of obligations. As a

result, regulatory, operational and compliance risks are heightened.

AML/CTF laws also require Westpac to report certain matters and transactions to regulators (including

international funds transfer instructions, threshold transaction reports and suspicious matter reports) and ensure

that certain information is not disclosed to third parties in a way that would contravene the ‘tipping off’ provisions

in AML/CTF legislation. The failure to comply with these laws has had, and in the future may have, adverse

impacts for the Group.

In recent years there has been, and there continues to be, increased focus on compliance with financial crime

obligations, with regulators globally commencing large-scale investigations and taking enforcement action for

identified non-compliance (often seeking significant penalties). Further, due to the Group’s large number of

customers and transaction volumes, the undetected failure or the ineffective implementation, monitoring or

remediation of a system, policy, process or control (including a regulatory reporting obligation) has resulted, and

could in the future result, in a significant number of breaches of AML/CTF obligations. This in turn could lead to

significant financial penalties and other adverse impacts for the Group, such as reputational damage.

While the Group has systems, policies, processes and controls in place designed to manage its financial crime obligations

(including reporting obligations), these have not always been, and may not in the future always be, effective. This

could be for a range of reasons, including, for example, a deficiency in the design of a control or a technology failure.

Our analysis and reviews, in addition to regulator feedback, have highlighted that our systems, policies, processes and

controls are not always operating satisfactorily in a number of respects and require improvement.

The Group is currently undertaking a significant multi-year program of work to strengthen areas of control

weakness in its financial crime risk management program and to seek to rectify the management of this risk.

In recent years, the Group has increased dedicated financial crime risk expertise and resources to deliver the

financial crime program of work. With increased focus on financial crime, further issues requiring attention have

been identified and may continue to be identified.

Although the Group provides updates to AUSTRAC, the ATO and other regulators on its remediation and

other program activities, there is no assurance that AUSTRAC, the ATO or other regulators will agree that its

remediation and program update activities will be adequate or effectively enhance the Group’s compliance

programs.

If we fail to comply with these financial crime obligations, we could face regulatory enforcement action such as

litigation, significant fines, penalties and the revocation, suspension or variation of licence conditions. Previous

enforcement action by AUSTRAC has resulted in a range of outcomes, depending on the nature and severity of the

relevant conduct and its consequences, including substantial financial penalties (such as the $1.3 billion civil penalty

we paid as a result of civil proceedings brought by AUSTRAC in November 2019), restrictions and other regulator

imposed conditions. There is additional information on financial crime matters in ‘Significant developments’.

Non-compliance or alleged non-compliance with our financial crime related obligations has also resulted in, and

could lead to regulatory investigations, reviews, inquiries, proceedings or other litigation commenced by third

parties (including Australian, US or other class actions), and regulatory action in non-Australian jurisdictions

where we operate. Any such litigation or proceedings could cause significant financial and reputational damage

to us. Reputational damage could result in the loss of customers or restrict the Group’s ability to efficiently

access capital markets, which could have a material adverse effect on the Group’s business, reputation, prospects,

financial performance and financial condition. Furthermore, any such effect could harm the Group’s credit ratings.

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Climate change may have adverse effects on our business

We, our customers, external suppliers and communities in which we operate, may be adversely affected by the

physical risks of climate change, including increases in temperatures, rising sea levels, loss of biodiversity and

ecosystem degradation and the frequency and severity of adverse climatic events including fires, storms, floods

and droughts. These effects, whether acute or chronic in nature, may directly impact us and our customers

through, for example, disruptions to business and economic activity or impacts on income and asset values.

Adverse impacts on our customers may lead to human rights risk, and negatively impact loan serviceability and

security values, as well as our profitability.

Westpac is exposed to risk arising from initiatives and trends associated with climate change mitigation (transition

risks). Changes in supervisory expectations of banks, other regulatory changes and changes in investor appetite

could directly impact Westpac, for example, by giving rise to higher compliance and/or funding costs and the

contraction of revenue from sectors materially exposed to transition risk. Examples of regulatory change in this

space include APRA’s Climate Vulnerability Assessment involving major Australian banks including Westpac;

APRA’s draft Prudential Practice Guide on climate change financial risks; and the introduction of proposed

legislation in New Zealand to require mandatory climate-risk reporting for the financial sector.

Westpac is also exposed to transition risk indirectly through its lending to higher risk sectors or regions.

Technological developments, regulatory changes, stakeholder pressure and shifting customer preferences may

place additional pressure on certain customer sectors to reduce greenhouse gas emissions, which could in turn

result in additional credit risk, or loss of revenues due to changes in markets. Conversely, Westpac may not be

able to reduce its lending to higher risk sectors or regions as a result of possible stakeholder requirements to

continue to lend to certain customer sectors.

We may be subject, from time to time, to legal and business challenges due to actions instituted by activist

shareholders or others. An example of areas which have attracted shareholder activism in Australia includes

avoiding financing or interacting with businesses that are not perceived to demonstrate responsible management

of environmental and social issues. Should the Group be required to respond to these challenges, this could give

rise to increased costs, reputational risk and additional disclosures associated with such matters. In addition,

there could be heightened litigation risk due to varying shareholder expectations or additional disclosures or

commitments made by Westpac to shareholders. Perceived uncertainties as to our future direction as a result of

shareholder activism may lead to the perception of a change in the direction of the business or other instability.

Further, any failure or perceived failure by Westpac to proactively manage and disclose climate change risks

appropriately may in turn increase the risk of third party and shareholder litigation, or regulatory action against

the Group (and/or its customers), with these types of climate-related actions becoming more common in

Australia and globally. Further, we expect scrutiny from shareholders and regulators on the climate-related risk

management practices and lending policies of banks and other financial institutions to remain high in Australia in

coming years.

Westpac is also exposed to broader geopolitical and macro-economic impacts of climate change given its

international portfolio. Climate change may remove stability from both domestic and international economic

conditions and may impact customer confidence in these markets.

Failure to effectively manage and disclose direct and indirect climate-related risks including nature-related risks

such as biodiversity loss and ecosystem degradation could adversely affect our business, prospects, reputation,

financial performance or financial condition.

Please refer to our 2021 Sustainability Supplement for further details on the identification, assessment and

management of risks relating to climate change.

Reputational damage has harmed and could in the future harm our business and prospects

Reputational risk arises where there are differences between stakeholders’ current and emerging perceptions,

beliefs and expectations and our past, current and planned activities, processes, performance and behaviours.

There are various potential sources of reputational damage. For example, where our actions cause, or are

perceived to cause, a negative outcome for customers, shareholders, stakeholders or the community. Reputational

damage could also arise from the failure to effectively manage risks, failure to comply with legal and regulatory

requirements, enforcement or supervisory action by regulators, adverse findings from regulatory reviews, failure

or perceived failure to adequately respond to community, environmental, social and ethical issues, and inadequate

record keeping, which may prevent Westpac from demonstrating that or determining if a past decision was

appropriate at the time it was made. The AUSTRAC proceedings illustrate a number of these risks.

Westpac also recognises the potential reputational consequences (together with other potential commercial

and operational consequences) of failing to appropriately identify, assess and manage environmental, social and

governance related risks such as climate change risk, human rights risk including customer vulnerability, modern

slavery and child safety risk, or respond effectively to evolving standards and stakeholder expectations.

Our reputation could also be adversely affected by the actions of customers, suppliers, joint-venture partners,

strategic partners, or other counterparties.

126WESTPAC GROUP 2021 ANNUAL REPORT
Risk and risk management

Failure, or perceived failure, to address issues that could or do give rise to reputational risk, has created, and

could in the future create additional legal risk, subject us to regulatory investigations, regulatory enforcement

actions, fines and penalties or litigation or other actions brought by third parties (including class actions), and the

requirement to remediate and compensate customers, including prospective customers, investors and the market.

This could adversely affect our business, prospects, financial performance or financial condition.

We have and could suffer losses due to litigation

Westpac and its subsidiaries are, from time to time, involved in legal proceedings (including class actions),

regulatory actions or arbitration. Such litigation has been and could in the future be commenced by a range of

plaintiffs, such as customers, shareholders, suppliers, counterparties and regulators.

In recent years, there has been an increase in class action proceedings, many of which have resulted in significant

monetary settlements. The risk of class actions has been heightened by a number of factors, including regulatory

enforcement actions (such as the civil penalty proceedings brought by AUSTRAC), an increase in the number

of regulatory investigations and inquiries (such as the Royal Commission), a greater willingness on the part of

regulators to commence court proceedings, more intense media scrutiny and the growth of third-party litigation

funding and other funding arrangements. Class actions commenced against a competitor could also lead to

similar proceedings against Westpac.

Litigation (including class actions) may, either individually or in aggregate, adversely affect the Group’s business,

operations, prospects, reputation or financial condition. This risk is heightened by increases in the severity of

penalties for certain breaches of the law. Such matters are subject to many uncertainties and the outcome may

not be predicted accurately. Furthermore, the Group’s ability to respond to and defend litigation may be adversely

affected by inadequate record keeping.

Depending on the outcome of any litigation, the Group has been and may in the future be required to comply with

broad court orders, including compliance orders, enforcement orders or otherwise pay significant damages, fines,

penalties or legal costs.

In addition, the case studies considered by the Royal Commission, and the Royal Commission’s findings, have

led, and may in the future lead to, regulators commencing investigations and/or enforcement action against the

Group.

There is a risk that the actual penalty or damages paid following a settlement or determination by a Court for

any legal proceedings may be materially higher or lower than any relevant provision (where applicable) or that

any contingent liability may be larger than anticipated. There is also a risk that additional litigation or contingent

liabilities arise, all of which could adversely affect our business, prospects, reputation, financial performance or

financial condition.

There is additional information on certain legal proceedings that may affect the Group in ‘Significant

developments’ and in Note 26 to the financial statements.

We could suffer losses due to technology failures

Maintaining the reliability, integrity and security of our information and technology is crucial to our business.

While the Group has a number of processes in place to preserve and monitor the availability and recovery of our

systems, there is a risk that our information and technology systems might fail to operate properly or result in

outages, including from events wholly or partially beyond our control.

If we incur a technology failure, we may fail to meet a compliance obligation (such as retaining records and data

for a certain period), or our customers may be adversely affected, including through the inability for them to

access our products and services, privacy breaches or the loss of personal data. This could result in reputational

damage, remediation costs and a regulator commencing an investigation and/or taking action against us. The use

of legacy systems, as well as the work underway to uplift our technological capabilities, may heighten the risk of a

technology failure.

We need to regularly renew and enhance our technology to deliver new products and services, comply with

regulatory obligations and meet our customers’ and regulators’ expectations. Consequently, we are constantly

managing new technology projects. Failure to effectively implement these projects could result in cost overruns,

reduced productivity, outages, operational instability, compliance failures, reputational damage and/or the loss

of market share. This could place us at a competitive disadvantage and adversely affect our business, prospects,

financial performance or financial condition.

We are exposed to adverse funding market conditions

We rely on deposits, money markets and capital markets to fund our business and source liquidity. Our liquidity

and costs of obtaining funding are related to funding market conditions.

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Funding markets can be unpredictable and experience extended periods of extreme volatility, disruption and

decreased liquidity. The main risks we face are damage to market confidence, changes to the access and cost of

funding, a slowing in global economic activity or other impacts on customers or counterparties.

A shift in investment preferences, or an unwind of the RBA’s quantitative easing measures as the economy

continues to improve, could result in deposit withdrawals which could increase our need for funding from other,

potentially less stable, or more expensive sources. In addition, APRA’s announcement on 10 September 2021 that

ADIs should reduce their usage of the Committed Liquidity Facility to zero by the end of 2022 will increase our

need for funding in the calendar year ending 31 December 2022.

If market conditions deteriorate due to economic, financial, political or other reasons, there may also be a loss

of confidence in bank deposits leading to unexpected withdrawals. This could increase funding costs and our

liquidity, funding and lending activities may be constrained and our financial solvency threatened.

If our current sources of funding prove to be insufficient, we may need to seek alternatives which will depend on

factors such as market conditions, our credit ratings and market capacity. Even if available, these alternatives may

be more expensive or on unfavourable terms, which could adversely affect our financial performance, liquidity,

capital resources or financial condition.

If Westpac is unable to source appropriate funding, we may be forced to reduce lending or liquidity. This may

adversely impact our business, prospects, liquidity, capital resources, financial performance or financial condition.

If Westpac is unable to source appropriate funding for an extended period, or if it can no longer realise liquidity,

Westpac may not be able to pay its debts as and when they fall due or meet other contractual obligations.

Westpac enters into collateralised derivative obligations, which may require Westpac to post additional collateral

based on market movements, which has the potential to adversely affect Westpac’s liquidity or ability to use

derivative obligations to hedge its interest rate, currency and other financial instrument risks.

For a more detailed description of liquidity risk, refer to ‘Funding and liquidity risk’ in Note 21 to the financial

statements.

We could be adversely affected by the risk of inadequate capital levels under stressed conditions

The risk of an inadequate level or composition of capital to support normal business activities and to meet

regulatory capital requirements under normal operating environments or stressed conditions has been

highlighted by the COVID-19 pandemic. Regulatory change has led banks to hold higher capital, specifically for

the implementation of future capital and risk-weighted assets regulations coming into effect from 2023. APRA

requires banks to maintain bank capital ratios at above the 10.5% “unquestionably strong” benchmark to prepare

for this change although the impact on each bank will be different due to different balance sheet and portfolio

mix. Capital distribution constraints apply when an ADI’s Common Equity Tier 1 Capital ratio is within the capital

buffer range (consisting of the Capital Conservation Buffer plus any Countercyclical Capital Buffer). Capital

constraints could have an impact on Westpac’s ability to pay future dividends or make capital distributions.

Adverse conditions and/or adverse regulatory change could impact Westpac’s capital adequacy, trigger capital

distribution constraints, require us to make a highly dilutive capital raising or threaten our financial viability.

Sovereign risk may destabilise financial markets adversely

Sovereign risk is the risk that governments will default on their debt obligations or will be unable to refinance their debts

as they fall due. Potential sovereign debt defaults and the risk that governments will nationalise parts of their economy

including assets of financial institutions such as Westpac could negatively impact the value of our holdings of liquid

assets. Such an event could destabilise global financial markets, adversely affecting our liquidity, financial performance

or financial condition. There may also be a cascading effect to other markets and countries, the consequences of which,

while difficult to predict, may be similar to or worse than those experienced during the Global Financial Crisis.

We could be adversely affected by the failure to maintain our credit ratings

Credit ratings are independent opinions on our creditworthiness. Our credit ratings can affect the cost and availability of

our funding and may be important to certain customers or counterparties when evaluating our products and services.

Credit ratings assigned to us by rating agencies are based on an evaluation of several factors, including the

structure of Australia’s financial system, the economy and Australia’s Sovereign credit rating, as well as our

financial strength, the quality of our governance and risk appetite. A rating downgrade could be driven by a

downgrade of Australia’s Sovereign credit rating, or one or more of the risks identified in this section or by other

events including changes to the methodologies rating agencies use to determine credit ratings.

A credit rating or rating outlook could be downgraded or revised, where credit rating agencies believe there is a

very high level of uncertainty on the impact to key rating factors from a significant event (such as a pandemic).

A downgrade to our credit ratings could have an adverse effect on our cost of funds, collateral requirements,

liquidity, competitive position, our access to capital markets and our financial stability. The extent and nature of

these impacts would depend on various factors, including the extent of any rating change, differences across

agencies (split ratings) and whether competitors or the sector are also impacted.

128WESTPAC GROUP 2021 ANNUAL REPORT
Risk and risk management

Our business is substantially dependent on the Australian and New Zealand economies, and

could be adversely affected by a shock to these economies or other financial systems

Our revenues and earnings are dependent on domestic and international economic activity, business conditions and

the level of financial services our customers require. Most of our business is conducted in Australia and New Zealand

so our performance is influenced by the level and cyclical nature of activity in these countries. The financial services

industry and capital markets have been, and may continue to be, adversely affected by volatility, global economic

conditions, external events, geopolitical instability, political developments or a major systemic shock.

Market and economic disruptions could cause consumer and business spending to decrease, unemployment to

rise and demand for our products and services to decline, thereby reducing our earnings. These events could

also undermine confidence in the financial system, reduce liquidity, impair access to funding and adversely affect

our customers and counterparties. In addition, any significant decrease in housing and commercial property

valuations could adversely impact lending activities, possibly leading to higher credit losses.

Due to the economic relationship between Australia/New Zealand and China, particularly in the mining, resources and

agricultural sectors, a slowdown in China’s economic growth and foreign government policies (including the adoption

of protectionist trade measures) could negatively impact the Australian economy. Changes in commodity prices,

Chinese government policies, China’s economic conditions or China’s real estate sector could reduce demand for our

products and services and affect the level of economic activity and the ability of our borrowers to repay their loans.

Monetary policy can significantly impact the Group and the economic conditions of the jurisdictions we operate or

obtain funding in. Interest rate settings (including low or negative rates) and other actions taken by central banks

(such as quantitative easing) may adversely affect our cost of funds, the value of our lending and investments and

our margins. These policies could affect demand for our products and services and/or have a negative impact on

the Group’s customers and counterparties, potentially increasing the risk that they will default.

All these factors could adversely affect our business, prospects, financial performance or financial condition. The nature

and consequences of any such event are difficult to predict and there is a risk that our response may be ineffective.

Declines in asset markets could adversely affect our operations or profitability

Potential declines in Australian, New Zealand or other asset markets, including equity, residential and commercial

property markets, have adversely affected, and could in the future adversely affect, our operations and profitability.

Declining asset prices could also impact customers and counterparties and the value of security (including

residential and commercial property) we hold. This may impact our ability to recover amounts owing to us if

customers or counterparties default. It may also affect our impairment charges and provisions, in turn impacting

our financial performance and financial condition.

Declining asset prices also impact our wealth management business as its earnings partly depend on fees based

on the value of securities and/or assets held or managed.

An increase in defaults has adversely affected and could further adversely affect our financial

performance or financial condition

We establish provisions for credit impairment based on current information and our expectations. If economic

conditions deteriorate beyond our expectations, some customers and/or counterparties could experience higher

financial stress, leading to an increase in defaults and write-offs, and higher provisioning. Such events could

adversely affect our liquidity, capital resources, financial performance or financial condition.

These risks have been heightened by the COVID-19 pandemic, which has negatively impacted economic activity

and caused a range of customers to experience financial stress.

The long-term impact of the COVID-19 pandemic on customers and the magnitude of defaults or impairments is

uncertain. For example, consumers may permanently decrease discretionary spending, which may increase the

time it takes certain industries to recover.

Credit risk also arises from certain derivative, clearing and settlement contracts we enter into, and from our

dealings in, and holdings of, debt securities issued by other institutions, the financial conditions of which may be

affected to varying degrees by economic conditions in global financial markets.

For a discussion of our risk management, including the management of credit risk, refer to the ‘Risk management’

section and Note 21 to the financial statements.

We face intense competition in all aspects of our business

The financial services industry is highly competitive. We compete with a range of firms, including retail and

commercial banks, investment banks, other financial service companies, fintech companies and businesses in

other industries with financial services aspirations. This includes those competitors who are not subject to the

same capital and regulatory requirements as us, which may allow those competitors to operate more flexibly.

Emerging competitors are increasingly altering the competitive environment by adopting new business models or

seeking to use new technologies to disrupt existing business models.

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The competitive environment may also change as a result of increased scrutiny by regulators in the sector and

legislative reforms such as ‘Open Banking’, which will stimulate competition, improve customer choice and likely

give rise to increased competition from new and existing firms.

Competition in the various markets in which we operate has led, and may continue to lead, to a decline in our

margins or market share.

Deposits fund a significant portion of our balance sheet and have been a relatively stable source of funding. If we

are not able to successfully compete for deposits this could increase our cost of funding, lead us to seek access to

other types of funding or result in us reducing our lending.

Our ability to compete depends on our ability to offer products and services that meet evolving customer

preferences. Not responding to changes in customer preferences could see us lose customers. This could

adversely affect our business, prospects, financial performance or financial condition.

There is additional information in ‘Competition’ in Section 1.

We have and could suffer losses due to operational risks

Operational risk includes, among other things, reputational risk, technology risk, model risk and outsourcing

risk, as well as the risk of business disruption due to external events such as natural disasters, or outbreaks of

communicable diseases, environmental hazards, damage to critical utilities and targeted activism and protest

activity. While we have policies, processes and controls in place to manage these risks, these have not always

been, or may not be, effective.

Ineffective processes and controls have resulted in, and could result in, adverse outcomes for Westpac’s

customers. For example, a process breakdown or a failure to have appropriate product governance and

monitoring processes in place could result in a customer not receiving a product on the terms, conditions, or

pricing they agreed to, potentially to the detriment of the customer. Failed processes could also result in Westpac

incurring losses because we cannot enforce our expected contractual rights. These types of operational failures

may also result in financial losses, customer remediation, regulatory scrutiny and intervention and, depending on

the nature of the failure, result in class action proceedings.

We have and could in the future, incur losses from fraudulent applications for loans or from incorrect or fraudulent

payments and settlements. Fraudulent conduct can also arise from external parties seeking to access the bank’s

systems or customer accounts. If systems, procedures and protocols for managing fraud fail, or are ineffective,

they could lead to losses which could adversely affect our customers, business, prospects, reputation, financial

performance or financial condition.

Westpac is also exposed to model risk, being the risk of loss arising from errors or inadequacies in data or a

model, or in the control and use of a model.

Financial services entities have been increasingly sharing data with third parties, such as suppliers and regulators,

to conduct their business and meet regulatory obligations. Each third party can give rise to a variety of risks,

including financial crime compliance, information security, cyber, privacy, regulatory compliance, reputation,

environmental and business continuity risks.

Westpac also relies on a number of suppliers, both in Australia and overseas, to provide services to it and its

customers. Failures by these third-party contractors and suppliers to deliver services as required could disrupt

Westpac’s ability to provide its products and services and adversely impact our operations, financial performance

or reputation.

Another possible source of disruption to the Group is central banks adopting negative interest rates. If this

occurred, the technology systems used by the Group, its counterparties and/or financial infrastructure providers

may not operate correctly and this may cause loss or damage to the Group and/or its counterparties.

For a discussion of our risk management procedures, including the management of operational risk, refer to the

‘Risk management’ section.

130WESTPAC GROUP 2021 ANNUAL REPORT
Risk and risk management

We could suffer losses due to market volatility

We are exposed to market risk due to our financial markets businesses, our defined benefit plan and through asset

and liability management (including through volatility in prices of equity securities we hold or are exposed to).

Market risk is the risk of an adverse impact on earnings resulting from changes in market factors, such as foreign

exchange rates, commodity prices, equity prices, and interest rates (including low or negative interest rates and any

resulting pressure placed on the Group’s interest margins). This includes interest rate risk in the banking book due to

a mismatch between the duration of assets and liabilities arising from the normal course of business activities.

Changes in markets could be driven by numerous developments resulting in market volatility which could lead to

substantial losses (including changes in the return on, value of or market for securities or other instruments). This may

adversely affect our business, prospects, liquidity, capital resources, financial performance or financial condition.

The planned cessation of parts of the London Inter-bank Offered Rate (‘LIBOR’) regime from 1 January 2022,

continuation of some U.S. Dollar LIBOR settings until 30 June 2023 and possible pre–cessation events will also

continue to impact market pricing. Industry pressure to migrate to alternative reference rates is likely to occur

earlier. Any future changes in the administration of LIBOR or other market benchmarks could have adverse

consequences for the return on, value of and market for securities and other instruments linked to any such

benchmark, including securities or other instruments issued by the Group. While we are monitoring our exposure

to LIBOR, we remain dependent on market developments in relation to the LIBOR transition, which may have

an impact on market pricing for, or valuations of, our LIBOR exposures and migrated alternative reference rate

exposures. For further information on the Group’s LIBOR exposure, refer to Note 21 to the financial statements.

For a discussion of our risk management procedures, including the management of market risk, refer to the

‘Risk management’ section.

Poor data quality could adversely affect our business and operations

Accurate, complete and reliable data, along with appropriate data control, retention and access frameworks and

processes, is critical to Westpac’s business. Data plays a key role in how we provide products and services to

customers, our systems, our risk management framework and our decision-making and strategic planning.

In some areas of our business, we are affected by poor data quality. This has occurred and could arise in the

future in a number of ways, including through inadequacies in systems, processes and policies, or the ineffective

implementation of data management frameworks.

Poor data quality could lead to poor customer service, negative risk management outcomes, and deficiencies

in credit systems and processes. Any deficiency in credit systems and processes could, in turn, have a negative

impact on Westpac’s decision making in the provision of credit and the terms on which it is provided. Westpac

also needs accurate data for financial and other reporting.

Poor data or poor records management has affected, currently affects and may in the future continue to affect

Westpac’s ability to monitor our business, respond to regulatory notices and conduct remediation.

In addition, poor data or poor data retention has affected, currently affects and may in the future continue to

affect Westpac’s ability to meet its compliance obligations (including its regulatory reporting obligations) which

could lead to a regulator taking action against us. For example, APRA has raised concerns regarding Westpac’s

data quality, including missing data and its increasing trend of resubmissions of regulatory reporting. The RBA

and ABS also footnote that they exclude Westpac data from certain economic and financial statistics reports. Due

to the importance of data, the Group has and will likely continue to incur substantial costs and devote significant

effort to improving the quality of data and data frameworks and processes and remediating deficiencies where

necessary.

The consequences and effects arising from poor data quality or poor data retention could have an adverse impact

on the Group’s business, operations, prospects, reputation, financial performance and/or financial condition.

Breakdowns in processes and procedures have required, and could in the future require, us to

undertake remediation activity

Breakdowns in Westpac’s processes and procedures have led to, and could in the future lead to, adverse

outcomes for customers, employees or other third parties which Westpac is required to remediate.

The Group has, on a number of occasions, incurred significant remediation costs (including compensation

payments and costs of correcting the issue), and there is a risk that similar or new issues will arise or be identified

in the future requiring remediation. These may be identified as we implement the Group’s Fix and Simplify

strategic priorities.

There are significant challenges and risks involved in remediation activities. Westpac’s ability to investigate

the underlying issue could be impeded if the issue is old and occurred beyond our record retention period, or

our records are inadequate. It may also be difficult and take significant time to properly quantify and scope a

remediation activity.

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Determining how to compensate customers, employees or third parties properly and fairly can also be

complicated, involving numerous stakeholders. The Group’s proposed approach to a remediation may be

affected by a number of events, such as affected customers commencing a class action, or a regulator requiring

a remediation to be done in a specific way or within a specific timeframe. These factors could delay Westpac in

completing the remediation and may lead to a regulator commencing enforcement action against the Group. In

turn, this could result in increased reputational risk, and we could be challenged by regulators, affected customers,

the media and other stakeholders.

If the Group cannot effectively scope, quantify, implement or complete a remediation activity in a timely way,

there could be an adverse impact on our business, prospects, reputation, financial performance or financial

condition and could lead to further regulatory action and/or oversight.

Our failure to recruit and retain key executives, employees and Directors may have adverse

effects on our business

Key executives, employees and Directors play an integral role in the operation of Westpac’s business and its

pursuit of its strategic objectives. The unexpected departure of an individual in a key role, or the Group’s failure to

recruit and retain appropriately skilled and qualified persons into these roles, could each have an adverse effect

on our business, prospects, reputation, financial performance or financial condition.

We could suffer losses due to environmental factors or external events

We and our customers operate businesses and hold assets in a diverse range of geographic locations. Any

significant environmental change or external event (including climate change, biodiversity loss and ecosystem

degradation, drought, fire, storm, flood, earthquake, outbreaks or pandemics of communicable diseases such

as the COVID-19 pandemic, civil unrest, war, heightened tension or terrorism) in any of these locations has the

potential to disrupt business activities, damage property, affect asset values and impact our ability to recover

amounts owing to us. In addition, such an event could have an adverse impact on economic activity, consumer

and investor confidence or the levels of volatility in financial markets, all of which could adversely affect our

business, prospects, financial performance or financial condition.

The high dependency of the global economy on nature means loss of biodiversity and ecosystem degradation

represent a risk to Westpac, primarily through its exposure to customers in sectors that are materially dependent

on biodiversity and ecosystem services. Biodiversity loss and ecosystem degradation can also contribute to, and

be accelerated by, climate change. Increasing recognition and market-based responses to this risk also create

expectations on Westpac. We acknowledge the goal of the Taskforce of the Nature-related Financial Disclosures is

to provide a framework for organisations to report on risks from biodiversity loss and ecosystem degradation.

Certain strategic decisions may have adverse effects on our business

The Group routinely evaluates and implements strategic decisions and objectives including diversification,

innovation, divestment, acquisitions or business expansion initiatives.

Each of these activities can be complex and costly. For example, they may cause reputational damage, or we may

experience difficulties in completing certain transactions, separating or integrating businesses, disruptions to

operations, diversion of management resources or higher than expected transaction costs. Multiple divestments

and/or acquisitions at the same time may intensify these risks.

Furthermore, approvals may be required from shareholders, regulators or other stakeholders in order to divest

businesses and assets, and there is a risk that these approvals may not be received, as seen recently with the

attempted sale of Westpac Pacific, or that the purchaser does not complete these transactions for other reasons.

In addition, our failure to successfully divest businesses or assets could result in interested parties taking action

against the Group. As a result, we may not receive the anticipated business benefits and the Group could

otherwise be adversely affected.

In addition, as part of the Specialist Businesses transactions we have given a number of warranties and indemnities

in favour of counterparties relating to certain pre-completion matters, and made certain other contractual

commitments (including in relation to transitional services). Claims under these warranties, indemnities and other

contractual commitments may result in Westpac being liable to make significant payments to these counterparties.

Additional operating risk capital is expected to be required to be held against the risk pursuant to APRA’s recently

published guidance. The Group’s contingent liabilities are described in Note 26 to the financial statements.

Westpac also acquires and invests in businesses. These transactions involve a number of risks and costs. A

business Westpac invests in may not perform as anticipated or may ultimately prove to have been overvalued

when the transaction was entered into. Operational, cultural, governance, compliance and risk appetite differences

between Westpac and an acquired business may lead to lengthier and more costly integration exercises.

132WESTPAC GROUP 2021 ANNUAL REPORT
Risk and risk management

There are also risks involved in failing to appropriately respond to changes in the business environment (including

changes related to economic, geopolitical, regulatory, technological, environmental, social and competitive

factors). This could have a range of adverse effects on Westpac, such as being unable to increase or maintain

market share or resulting pressure on margins and fees.

Any of these risks could have a negative impact on the Group’s business, prospects, reputation, engagement with

regulators, financial performance or financial condition.

We could suffer losses due to impairment of capitalised software, goodwill and other

intangible assets that may adversely affect our business, operations or financial condition

In certain circumstances Westpac may incur a reduction in the value of intangible assets.

Westpac is required to assess the recoverability of goodwill and other intangible asset balances at least annually

or wherever an indicator of impairment exists. For this purpose, Westpac uses a discounted cash flow calculation.

Changes in the methodology or assumptions in calculations together with changes in expected cash flows, could

materially impact this assessment.

Estimates and assumptions used in assessing the useful life of an asset can also be affected by a range of factors

including changes in strategy, changes in technology and regulatory requirements.

In the event that an asset is no longer in use, or its value has been reduced or that its estimated useful life has

declined, an impairment will be recorded, adversely impacting the Group’s financial performance.

We could suffer losses due to insurance risk

Insurance risk is the risk in our licensed life insurance businesses of lapses being greater than expected, or the

costs of claims being greater than expected due to a failure in product design, underwriting or reinsurance

arrangements. There is also a risk of policyholders or a Court interpreting policy wording differently to the way

the Group or the industry has applied it, or policy wording not being sufficiently clear.

In life insurance, risk arises primarily through mortality and morbidity (illness and injury) risks, the costs of

claims relating to those risks being greater than was anticipated and policy lapses. Due to the long term nature

of the life insurance business, any future adverse variation in these risks or our capacity to adjust premiums on

account of these variations would be reflected in the current period. Where the business does not have adequate

future profitability to offset these variations then there is a risk that accounting losses could impact our financial

position.

If our reinsurance arrangements are ineffective, this could lead to more retained losses than anticipated. The

Group has been unable to, and may in the future be unable to, renew reinsurance arrangements on similar terms,

including in relation to the cost, duration and amount of reinsurance cover provided. There is also a risk that we

will not be able to obtain and have not obtained appropriate reinsurance or insurance coverage for the risks that

the Group may be exposed to.

Changes in critical accounting estimates and judgements could expose the Group to losses

The Group is required to make estimates, assumptions and judgements when applying accounting policies

and preparing its financial statements, particularly in connection with the calculation of provisions (including

remediation and expected credit losses) and the determination of the fair value of financial instruments. A change

in a critical accounting estimate, assumption and/or judgement resulting from new information or from changes in

circumstances or experience could result in the Group incurring losses greater than those anticipated or provided

fo r.

This could have an adverse effect on the Group’s financial performance, financial condition and reputation. The

Group’s financial performance and financial condition may also be impacted by changes to accounting standards

or to generally accepted accounting principles.

We could suffer losses if we fail to syndicate or sell down underwritten securities

As a financial intermediary, we underwrite listed and unlisted debt and equity securities. We could suffer losses

if we fail to syndicate or sell down this risk to others. This risk is more pronounced in times of heightened market

volatility.

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Other Westpac business information

Non-financial summary

1

Key trends across a range of non-financial areas of performance are provided in the following non-financial

summary, with a more detailed account of sustainability performance included in our Sustainability Supplement

and Datasheet.

(in $m unless otherwise indicated)202120202019

Customers

Total customers (millions)

2

13.914.1 14.2

Digitally active customers (millions)

3

6.15.9 5.8

Branches

4

9971,105 1,145

Branches with 24/7 capability (%)

5

3336 35

ATMs⁶1,8682,036 2,847

Smart ATMs (%)

7

7069 54

Change in consumer complaints (%) - Australia833145 94

Change in consumer complaints (%) - New Zealand(9)6 2

Number of approved applications for financial assistance from customers experiencing financial

hardship

9

81,06275,36752,025

Employees

Total employees (full-time equivalent)

10

40,14336,849 33,288

Voluntary attrition (%)

11

118 11

New starter retention (%)

12

83.385.8 84.5

Organisational Health Index (OHI)

13

7470 -

Lost Time Injury Frequency Rate (LTIFR)

14

0.30.4 0.4

Whistleblower reporting - number of new concerns

15

186184278

Women as percentage of the total workforce (%)5557 58

Women in leadership (%)

16

5050 50

Environment

Total Scope 1 and 2 emissions - (tonnes CO

2

-e)

17

61,832107,634 121,168

Total Scope 3 supply chain emissions - (tonnes CO

2

-e)

18

71,73891,616 87,262

Carbon neutralityMaintainedMaintainedMaintained

Sustainable lending

Climate change solutions attributable financing - Aust and NZ ($m)10,86210,059 9,263

Proportion of electricity generation financing in renewables including hydro - Aust and NZ (%)

19

7975 75

Electricity generation portfolio emissions intensity (tonnes CO

2

-e/MWh)

20

0.260.25 0.26

Finance assessed under the Equator Principles - Group ($m)

21

816126 454

Social impact

Community investment excluding commercial sponsorships ($m)144153 130

Community investment as a percentage of pre-tax profits - Group (%)1.693.58 1.33

Community investment as a percentage of pre-tax operating profit (cash earnings basis)1.723.21 1.32

Financial education (participants)

22

1,246,1981,009,232 619,995

Supply chain

Spend with Indigenous Australian suppliers - Australia ($m)

23

1.64.9 3.6

Other Westpac

business information

134WESTPAC GROUP 2021 ANNUAL REPORT
Other Westpac business information

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). Decrease due to the sale of some

businesses.

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 all points of presence including Advisory, Community Banking Centres and Kiosks. Kiosks have been restated in comparatives.

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. Includes sale of 28 ATMs to Prosegur in Full Year 2021.

7. ATMs with deposit taking functionality. Excludes envelope deposit machines.

8. Total Australia complaints excluding WIB MyClient data. 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 five days.

9. Number of approved applications for financial assistance from Westpac Group customers experiencing financial hardship. Financial

hardship occurs when a person is willing but 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, a relationship breakdown or a change in employment.

10. Full-time equivalent employees include permanent (full-time and pro-rata part-time staff) employees, and temporary (overtime,

temporary and contract staff) employees.

11. 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).

12. New starter retention over the 12 months rolling new starter headcount for the period (includes full time and part time permanent

employees).

13. Organisational Health Index (OHI) is a measurement of organisational health, which is defined as the ability of an organisation to

align its actions to a purpose, execute with excellence, and renew itself to achieve sustainable performance. It is measured through

nine underlying outcomes, and 37 management practices, and benchmarked against a robust, global database.

14. 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.

15. Number of concerns 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.

16. 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.

17. 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. 2021 is the first year Westpac is reporting market-based emissions to account

for renewable energy investment. The base year of our Scope 1 & 2 and Scope 3 Supply Chain GHG reduction targets is calculated

applying the location-based accounting method. Historic location-based data is used as a proxy for a market-based method as

electricity supplier emission factors or residual emissions factors for some international operations are not available.

18. 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. 2019 figures restated to reflect methodology

update in 2020.

19. Measured as the percentage that renewables represents of Westpac Group’s 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. 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.

23. Annual spend with businesses that are at least 50% owned by individuals of Australian Indigenous descent and the business must

be accredited by Supply Nation or listed with an Australian Indigenous Chamber of Commerce. Westpac relies on industry bodies

for the verification of supplier diversity status. The 2019 and 2020 values have been adjusted due to an error identified with the

accreditation process of diverse businesses, which resulted in two suppliers incorrectly flagged in the spend data. Westpac is working

in collaboration with industry bodies to review and strengthen the verification processes of diverse organisations.

135WESTPAC GROUP 2021 ANNUAL REPORT
2 GROUP PERFORMANCE

3 FINANCIAL STATEMENTS

1 STRATEGIC REPORT

4 SHAREHOLDER INFORMATION

Other Westpac business information

Employees

The number of employees in each area of business as at 30 September:

202120202019

Consumer 9,636 9,925 9,447

Business 4,678 3,827 3,537

Westpac Institutional Bank 1,539 1,629 1,481

Westpac New Zealand 4,830 4,354 4,140

Specialist Businesses 3,749 4,037 3,576

Group Businesses 15,711 13,077 11,107

Total Group

1

40,143 36,849 33,288

2021 v 2020

Through the year, we added 3,294 FTE mainly in response to additional resources to support our Fix strategic

priority, responding to higher mortgage volumes, providing COVID-19 support, and bringing more than 1,000

previously outsourced roles back to Australia. Additionally, increased expenses from the changes to our software

capitalisation policy and increased short-term incentives were partly offset by savings from organisational

streamlining and reductions in our branch network.

Property

We occupy premises primarily in Australia and New Zealand including 997 branches (2020: 1,105) as at

30 September 2021. As at 30 September 2021, we owned approximately 1% (2020: 1%) of the retail premises

we occupied in Australia and none (2019: none) in New Zealand. The remainder of premises are held under

commercial lease with terms generally ranging between two to five years. As at 30 September 2021, the carrying

value of our directly owned Corporate and Retail premises and sites was $69 million (2020: $72 million).

Westpac Place in the Sydney CBD is the Group’s head office. Westpac has a lease over levels 1-23, allowing

continued occupation until 2030 and a lease over levels 24-32 until 2024. A refurbishment of the building was

completed in 2020. Westpac also has a lease over levels 1-28 of International Tower 2, Barangaroo, Sydney until

2030. Together these sites provide capacity for almost 20,000 staff in an agile environment.

In the Sydney metro area, we continue to maintain a corporate office at Kogarah, with a lease commitment

to 2034 and options to extend thereafter. We have also entered into Agreements for Lease for 8 levels of

8, Parramatta Square, Parramatta. This will replace existing premises at Parramatta and Concord, providing

capacity for over 3,000 staff in an agile environment.

In Melbourne, Westpac has a lease over the majority of 150 Collins Street until 2026, providing capacity for over

2,000 staff.

Westpac on Takutai Square is Westpac New Zealand’s head office, located at the eastern end of Britomart

Precinct near Customs Street in Auckland, contains 25,854 square metres of office space across three buildings.

Lease commitment at this site extends to 2031, with two six-year options (for two buildings) and one six-year

option to extend on the third building.

Significant long-term agreements

Westpac has no individual contracts, other than contracts entered into in the ordinary course of business, that

would constitute a material contract.

Related party disclosures

Details of our related party disclosures are set out in Note 35 to the financial statements and details of Directors’

interests in securities are set out in the Remuneration Report included in the Directors’ Report.

Other than as disclosed in Note 35 to the financial statements and the Remuneration Report, if applicable, loans

made to parties related to Directors and other key management personnel of Westpac are made in the ordinary

course of business on normal terms and conditions (including interest rates and collateral). Loans are made on

the same terms and conditions (including interest rates and collateral) as they apply to other employees and

certain customers in accordance with established policy. These loans do not involve more than the normal risk

of collectability or present any other unfavourable features.

1. Total employees include full-time, pro-rata part-time, overtime, temporary and contract staff.

136WESTPAC GROUP 2021 ANNUAL REPORT
Other Westpac business information

Auditor’s remuneration

Auditor’s remuneration, including goods and services tax, to the external auditor for the years ended

30 September 2021 and 2020 is provided in Note 34 to the financial statements.

Audit related services

Westpac’s Group Finance function monitors the application of t

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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.