Appendix 4G and 2022 Corporate Governance Statement

ASX Release


7 November 2022

Appendix 4G and 2022 Corporate Governance Statement

Westpac Banking Corporation (“Westpac”) today provides the attached Appendix 4G
and Westpac Group 2022 Corporate Governance Statement.










For further information:

Hayden Cooper Andrew Bowden
Group Head of Media Relations General Manager, Investor Relations
0402 393 619 0438 284 863


This document has been authorised for release by Tim Hartin, Company Secretary.



Level 18, 275 Kent Street
Sydney, NSW, 2000

Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
WESTPAC BANKING CORPORATION

ABN/ARBN Financial year ended:
33 007 457 141 30 September 2022
Our corporate governance statement
1
for the period above can be found at:
2

☐
These pages of our
annual report:

☒
This URL on our
website:
www.westpac.com.au/about-westpac/westpac-group/corporate-
governance/corporate-governance-overview/
The Corporate Governance Statement is accurate and up to date as at 6 November 2022 and has
been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3

Date: 7 November 2022
Name of authorised officer
authorising lodgement:
Tim Hartin, Company Secretary


1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒ On page 3 under ‘Roles and responsibilities'
and we have disclosed a copy of our board charter at:
www.westpac.com.au/about-westpac/westpac-group/corporate-
governance/constitution-board/
-

1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒ On page 6 under ‘Appointment of Directors’ and page 16 under
‘Fit and Proper Person assessments’.



-

1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒ On page 6 under ‘Appointment of Directors’ and page 8 under
‘Board assessment of management performance’.
-
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒ On page 11 under ‘Role of the Company Secretary’.
-


4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒ On page 12 under ‘Diversity’
and we have disclosed a copy of our diversity policy at:
www.westpac.com.au/about-westpac/inclusion-and-diversity/

and we have disclosed the information referred to in paragraph (c):
in our Corporate Governance Statement on page 12 under
‘Diversity’

Westpac Banking Corporation was included in the S&P / ASX 300
Index at the commencement of the reporting period and our
measurable objective for achieving gender diversity in the
composition of the board, as set out on page 6 under ‘Board
Diversity’ and page 12 under ‘Diversity’ was to have at least 40%
women, 40% men and 20% any gender on the board.
-
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒ On page 8 under ‘Performance reviews’
and we have disclosed the evaluation process referred to in
paragraph (a):
in our Corporate Governance Statement on page 8 under
‘Performance reviews’
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process:
in our Corporate Governance Statement on page 8 under
‘Performance reviews’.
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒ on page 8 under ‘Board assessment of management
performance’
and we have disclosed the evaluation process referred to in
paragraph (a):
on page 8 under ‘Board assessment of management
performance’ and in the Remuneration Report as provided in
the Annual Report available at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/

and whether a performance evaluation was undertaken for the
reporting period in accordance with that process:
on page 8 under ‘Board assessment of management
performance’ and in the Remuneration Report as provided in
the Annual Report at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒ on page 9 under ‘Role of the Board Committees’
and we have disclosed a copy of the charter of the Board
Nominations and Governance Committee at:
www.westpac.com.au/about-westpac/westpac-
group/corporate-governance/constitution-board/
and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement on page 9 under
‘Role of the Board Committees’ and in section 9 of the
Directors’ Report on page 69 of our Annual Report available
at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
-

2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒ on page 5 under ‘Figure 1 - Board skills, experience and
attributes as at 30 September 2022’.
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒ on page 2 under ‘Board of Directors’
and we have disclosed the names of the directors considered by the
board to be independent directors:
in our Corporate Governance Statement on page 2 under
‘Board of Directors’

and, where applicable, the information referred to in paragraph (b):
in our Corporate Governance Statement on page 2 under ‘Board
of Directors’

and the length of service of each director:
is summarised in our Corporate Governance Statement on
page 7 under ‘Appointment of Directors’ and is set out in
section 1 of the Directors Report on pages 56 to 59 of our
Annual Report available at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
-
2.4 A majority of the board of a listed entity should be independent
directors.
☒ on page 2 under ‘Board of Directors’
-

2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☒ on page 2 under ‘Board of Directors’
-

2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒ on page 5 under ‘Board skills, experience and attributes’, page 6
under ‘Appointment of Directors’ and page 7 under ‘Continuing
education’.
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒ on page 13 under ‘Ethical decision making’
and we have disclosed our values at:
www.westpac.com.au/about-westpac/careers/working-together-
at-westpac/our-values/
-
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒ on page 14 under ‘Code of Conduct’
and we have disclosed our Code of Conduct at:
www.westpac.com.au/about-westpac/westpac-group/corporate-
governance/principles-policies/
-
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒ on page 15 under ‘Concern reporting and whistleblower
protection’
and we have disclosed our code of conduct at:
www.westpac.com.au/about-westpac/westpac-group/corporate-
governance/principles-policies/
-
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒ on page 16 under ‘Anti Bribery and Corruption’
and we have disclosed our Anti-Bribery and Corruption policy at:
www.westpac.com.au/about-westpac/westpac-group/corporate-
governance/anti-bribery-corruption-policy-procedures/
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒ on page 9 under ‘Role of the Board Committees’
and we have disclosed a copy of the Board Audit Committee charter
of the committee at:
www.westpac.com.au/about-westpac/westpac-group/corporate-
governance/constitution-board/
and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement on page 9 under ‘Role
of the Board Committees’ and in section 9 of the Directors’
Report on page 69 of our Annual Report available at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
-
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒ on page 20 under ‘CEO and CFO assurance’
-
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒ on page 21 under ‘Verification of periodic corporate reports’
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒ on page 21 under ‘Market disclosure’
and we have disclosed our Market Disclosure Policy at:
www.westpac.com.au/about-westpac/westpac-group/corporate-
governance/principles-policies/
-
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒ on page 22 under ‘Market disclosure’.
-
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒ on page 22 under ‘Market disclosure’.
-
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒ Referenced throughout our Corporate Governance Statement.
and we have disclosed information about us and our governance on
our website at:
www.westpac.com.au/about-westpac/; and
www.westpac.com.au/about-westpac/westpac-
group/corporate-governance/
-
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒ on page 22 under ‘Shareholder communication and
participation’.
-
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒ on page 22 under ‘Shareholder communication and
participation’.
-
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒ on page 22 under ‘Shareholder communication and
participation’.
-
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒ on page 22 under ‘Shareholder communication and
participation’.
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒ on page 9 under ‘Role of the Board Committees’
and we have disclosed a copy of the Board Risk Committee charter
of the committee at:
www.westpac.com.au/about-westpac/westpac-
group/corporate-governance/constitution-board/
and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement on page 9 under
‘Role of the Board Committees’ and in section 9 of the
Directors’ Report on page 69 in our Annual Report available
at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
-
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒ on page 3 under ‘Roles and Responsibilities’, page 9 under
‘Role of the Board Committees’ and page 17 under ‘Risk
Management’
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
on page 17 under ‘Risk Management’.
-
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒ on page 21 under ‘Group Audit (internal audit)’
and we have disclosed how our internal audit function is structured
and what role it performs:
on page 21 under ‘Group Audit (internal audit)’.
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒ on page 17 under ‘Material exposure to sustainability risks’
and we have disclosed whether we have any material exposure to
environmental and social risks:
on pages 34 to 51 and pages 134 to 154 of our
Annual Report available at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
and on our website at
www.westpac.com.au/about-westpac/sustainability/
and, if we do, how we manage or intend to manage those risks:
on pages 34 to 51 and pages 134 to 154 of our
Annual Report available at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
and on our website at:
www.westpac.com.au/about-westpac/sustainability/
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒ on page 10 under ‘Role of the Board Committees’
and we have disclosed a copy of the Board Remuneration
Committee charter of the committee at:
www.westpac.com.au/about-westpac/westpac-
group/corporate-governance/constitution-board/
and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement on page 10 under
‘Role of the Board Committees’ and in section 9 of the
Directors’ Report on page 69 of our Annual Report available
at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
-

8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒ on page 7 under ‘Remuneration framework'
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives:
in the Remuneration Report in the Directors’ report in our
Annual Report available at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
-

8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒ on page 7 under ‘Remuneration framework'
and we have disclosed our policy on this issue or a summary of it:
in the Remuneration Report in the Directors’ report in our
Annual Report available at:
www.westpac.com.au/about-westpac/investor-centre/annual-
report/
-

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
-
☒ we do not have a director in this position and this
recommendation is therefore not applicable

9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
-
☒ we are established in Australia and this recommendation is
therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
-
☒ we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable

2022
WESTPAC BANKING CORPORATION
ABN 33 007 457 141
Corporate
Governance
Statement

Contents
Introduction
Our approach to governance 1
The Board
The Board 2
Roles and responsibilities 3
Operation of the Board
Board skills, experience and attributes 5
Appointment of Directors 6
Performance reviews 8
Role of the Board Committees 9
Diversity, ethical decision making,
key policies & sustainability
Diversity 12
Ethical decision making 13
Key policies 15
Sustainability 17
Risk
Risk Management 17
Financial reporting and disclosure
Financial reporting and audit 20
Market disclosure and shareholder 21
communication

Board areas of focus in FY22
This year the Board (including with assistance from its Board Committees) has focused on overseeing:
—the delivery of key strategic priorities as well as the review of the Group’s purpose and strategy;
—the management of current and emerging risks arising from the evolving economic and geopolitical
environment;
—the Group’s capital position, including the completion of various capital management initiatives;
—measures taken to support our customers and our people due to the impacts of COVID-19, as well as the
impacts of severe weather conditions;
—progressing the priorities outlined in our 2021-2023 Group Sustainability Strategy, including joining the
Net-Zero Banking Alliance, approving 2030 financed emissions targets for certain sectors and approving
the Group’s updated Climate Change Position Statement and Action Plan;
—the continued implementation of the Customer Outcomes and Risk Excellence (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;
—changes to the Westpac Group’s management structure and executive team as part of initiatives to
simplify the Group’s operations and improve accountability;
—the ongoing consideration of Board and Board Committee composition and succession;
—the continued simplification of our business and operations through the exit of non-core businesses; and
—the ongoing program of work to reset the bank’s cost base.
Our approach to governance
Corporate governance is the framework of systems,
policies and processes by which we operate and
through which our people are both empowered and
accountable for making decisions that affect our
business, operations, customers and stakeholders.
The 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 Westpac sees as fundamental to
the sustainability of our business and our performance.
As Westpac’s principal listing is on the ASX, we have
followed the ASX Corporate Governance Principles
and Recommendations (fourth edition) (ASXCGC
Recommendations) published by the ASX Limited’s
Corporate Governance Council (ASXCGC) throughout
the year. Westpac’s ordinary shares are also quoted on
the NZX Main Board, which is the main board equity
security market operated by NZX Limited.
1
20 Boardesfcodd2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

PETER NASH
Independent
Non-executive Director
AUDETTE EXEL
Independent
Non-executive Director
The Board
Board of Directors
The Board is comprised of 9 independent
Non-executive Directors and the Managing Director
and Chief Executive Officer (CEO).
A profile of each Director can be found on our website
at: www.westpac.com.au/about-westpac/westpac-
group/board-of-directors/.
JOHN M
C
FARLANE
Chairman and Independent
Non-executive Director
PETER KING
Managing Director and
Chief Executive Officer
NERIDA CAESAR
Independent
Non-executive Director
MICHAEL HAWKER
Independent
Non-executive Director
NORA SCHEINKESTEL
Independent
Non-executive Director
PETER MARRIOTT
Independent
Non-executive Director
MARGARET (MARGIE) SEALE
Independent
Non-executive Director
CHRIS LYNCH
Independent
Non-executive Director
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
2

Roles and responsibilities
The Board
The role of the Board is to provide leadership and
strategic guidance for Westpac and its related bodies
corporate, in addition to overseeing the sound and
prudent management of the Westpac Group. The
Board Charter outlines the roles and responsibilities of
the Board. Key responsibilities are:
—approving and overseeing management’s
implementation of the strategic direction of the
Westpac Group, its business plan and significant
corporate strategic initiatives;
—approving the appointment of the CEO, Chief
Financial Officer (CFO), Group Executives, the
General Manager, Group Audit and any other person
the Board determines;
—overseeing culture across the Group by setting the
tone from the top, approving Westpac Group’s values
and receiving reporting on the Group’s culture;
—assessing and reviewing the performance of the
Board, its Board Committees, the CEO and the
Group Executives;
—approving the Westpac Board Renewal Policy and
determining Board size and composition;
—approving the Westpac Group Remuneration Policy;
—approving, in accordance with the Westpac
Group Remuneration Policy, remuneration
arrangements and variable remuneration outcomes
and adjustments to variable remuneration where
appropriate for Group Executives, other employees
who are accountable persons under the Banking
Executive Accountability Regime (BEAR), any
person performing a role specified by APRA and any
other person the Board determines;
—approving the annual financial targets and financial
statements and monitoring financial performance
against forecast and prior periods;
—determining our dividend policy and the amount,
nature and timing of dividends to be paid;
—considering and approving our overall risk
management framework for managing financial and
non-financial risk;
—approving the Group Risk Management Framework,
the Group Risk Management Strategy and the
Board Risk Appetite Statement and monitoring the
effectiveness of risk management by the Group;
—forming a view of our risk culture and overseeing
the identification of, and steps taken to address any
desirable changes to risk culture;
—considering the social, ethical and environmental
impact of our activities including the effects
of climate change, and setting standards and
monitoring compliance with our sustainability
policies and practices;
—providing oversight of the Group’s technology
strategy and the implementation of key technology
initiatives;
—overseeing and monitoring workplace health and
safety (WHS) issues in the Group and considering
appropriate WHS reports and information;
—meeting with representatives from our principal
regulators on a regular basis; and
—maintaining an ongoing dialogue with Westpac’s
external auditor.
The Board Charter is available on our website at: www.
westpac.com.au/about-westpac/westpac-group/
corporate-governance/constitution-board/.
Westpac’s Board and Board Committee structure
Board Committees
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 as shown above
Board
Independent Assurance and Advice
External
Auditors
Group
Audit
Independent
Assurance and
External Advice
Chief Executive Officer
Group Executives
Nominations
& Governance
RemunerationAuditRisk
3
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

The Board has delegated to the CEO, and through the CEO to the Executive Team, responsibility for the day-
to-day management of Westpac’s business. These delegations are subject to the limitations and restrictions
contained in the delegation instruments.
The Board is assisted in meeting its roles and responsibilities by its four standing Board Committees. Further
information about each of the Board Committees is set out in the section titled ‘Role of the Board Committees’.
Chairman
The Board elects one of the independent Non-
executive Directors as Chairman. Our Chairman is
John McFarlane. His role includes:
—providing effective leadership to the Board in
relation to all Board matters;
—guiding the agenda and conducting all Board
meetings to facilitate discussions, challenge and
decision-making;
—in conjunction with the Company Secretary,
arranging regular Board meetings throughout
the year and confirming that minutes of meetings
accurately record decisions taken and, as required,
the views of individual Directors;
—overseeing the process for appraising Directors and
the Board as a whole;
—overseeing Board succession;
—acting as a conduit between management
and the Board, and being the primary point of
communication between the Board and CEO;
—representing the views of the Board to the public;
and
—taking a leading role in creating and maintaining an
effective corporate governance system.
CEO
Our Managing Director and CEO is Peter King.
His role includes:
—leadership of the management team and, with
the Board, overseeing succession planning for the
management team;
—developing strategic objectives for the business and
achievement of the planned results; and
—the day-to-day management of the Westpac Group’s
operations, subject to the specified delegations of
authority approved by the Board.
WESTPAC BNKIP 2022 CORPORATE GOVERNANCE STATEMENT
4

Board skills, experience and attributes
Westpac seeks to maintain a Board of Directors with a broad range of relevant 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 Westpac Board is seeking to achieve in its membership collectively and the number of Directors
with each skill and experience. The skills matrix also assists in identifying focus areas for the continuing education and
professional development of Directors. For example, in FY22, these focus areas included digitisation, decentralised
finance, automation, privacy risk and climate change (amongst others). The skills matrix also assists in identifying areas
where it may be desirable for specialist external expertise to be retained to supplement the Board’s skills and experience.
As part of the regular review of the skills matrix, the matrix was amended this year, including through the addition of a
new standalone skill category – ‘Environment & Social’. The skills matrix is set out in Figure 1.
Figure 1 – Board skills, experience and attributes as at 30 September 2022
In addition to the skills outlined above, the Westpac Board seeks to ensure that it operates as a cohesive team,
bringing together a range of perspectives to guide the company and oversee management. The Westpac
Board also expects its members to be committed to achieving our Purpose and upholding our Values.
SKILLS AND EXPERIENCEDESCRIPTIONNUMBER OF DIRECTORS
Customer
focus
Experience in developing and overseeing the embedding
of a strong customer-focused culture in large and complex
organisations, and a demonstrable commitment to achieving
customer outcomes
Strategy
An ability to define strategic objectives, constructively question
business plans, oversee the implementation of strategy using
commercial judgement and bring a global perspective to bear
Financial
services
Experience working in, or advising, the banking and financial
services industry 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 financial, non-financial and emerging risks, and
monitoring risk management frameworks and controls
Technology,
digital and
data
Experience in developing or overseeing the application of
technology in large and complex businesses, with particular
reference to technology-innovation, disruptive technologies, data,
cyber-security, digital transformation and customer experience
Governance
Experience as a Director of a listed entity, with detailed knowledge
of governance issues, with particular reference to the legal,
compliance, regulatory and voluntary frameworks applicable to
listed entities and highly regulated industries
Environment
and social
Experience in understanding and identifying potential risks
and opportunities arising from environmental and social issues,
including the transition to a climate resilient future, management
of biodiversity, and addressing human rights and modern slavery
within supply chains
People and
culture
Experience in people matters including workplace health and
safety, cultures, morale, inclusion and diversity, management
development, succession, remuneration and talent retention
initiatives
Executive
leadership
Having held a 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 and
delivering desired business outcomes
Expert General working experience and knowledge Limited working experience and knowledge
5
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

Board diversity
A diverse group of skilled Directors make us a stronger
organisation that makes better decisions. In relation
to gender diversity, for 2022, the Board Nominations
& Governance Committee has approved an objective
of 40% women, 40% men and 20% any gender for the
composition of the Westpac Board.
As Westpac has met its 2022 objective for Board
gender diversity, the focus is on maintaining alignment
with this objective, noting that our performance
against it will vary at any given time depending on
the timing of Board renewal and Board composition
changes.
The Board gender diversity as at 30 September 2022 is
set out below.
Number of female Directors on the Board (4 out of 10)
40%
FEMALE DIRECTORS
Independence
All of our Non-executive Directors satisfy our criteria
for independence, which aligns with the guidance
provided in the ASXCGC Recommendations.
The Board assesses the independence of our Non-
executive Directors on appointment and annually. Each
Non-executive Director provides an annual attestation
of their interests and independence. Directors are
considered to be independent if they are independent
of management and free from any business or other
relationship that could materially interfere with, or
could reasonably be perceived to materially interfere
with:
—the exercise of their unfettered and independent
judgement; and
—their ability to act in the best interests of Westpac
as a whole rather than the interests of another party.
Materiality is assessed on a case-by-case basis by
reference to each Non-executive Director’s individual
circumstances rather than by applying general
materiality thresholds.
Each Non-executive Director is required to disclose any
business or other relationship that they have directly,
or as a partner, shareholder or officer of a company
or other entity that has an interest or a business or
other relationship with Westpac or a Group entity. The
Board considers information about any such interests
or relationships, including any related financial or other
details, when it assesses the Non-executive Director’s
independence.
Appointment of Directors
The Board Nominations & Governance Committee
considers and makes recommendations to the Board
on candidates for appointment as Directors. Such
recommendations pay particular attention to:
—the mix of skills, experience, expertise, diversity,
independence, and other qualities of existing
Directors; and
—how the candidate’s attributes will balance and
complement those skills and qualities and address
any potential skills gaps in relation to the current
and future composition of the Board.
Subject to the Constitution and ASX Listing Rules, the
Board may appoint a Director, either to fill a casual
vacancy or as an addition to the existing Directors.
Except for the CEO, a Director appointed by the Board
holds office only until the close of the next annual
general meeting (AGM) but is eligible for election by
shareholders at that meeting.
Our Constitution states that a Director (except for the
CEO) must not hold office (without re-election) past
the third AGM or for three years, whichever is longer.
Retiring Directors hold office until the conclusion of
the meeting at which they retire but are eligible for
re-election at that meeting.
Our Constitution also provides that at least one
Director must stand for election or re-election at each
AGM. This requirement could be satisfied by a person
standing for election as a new Director; a Director who
has been appointed to fill a casual vacancy seeking
election; or a Director seeking re-election because
of the tenure limitation (referred to in the paragraph
above). If there are no such Directors required to stand
for election or re-election at the AGM, and no Director
volunteers to stand for re-election, the Director who
has served the longest in office since their last election
or re-election must retire and stand for re-election.
The CEO is not required to stand for re-election.
Prior to a Director’s appointment or consideration
for election or re-election by shareholders, the Board
conducts due diligence and considers the results of
the Board performance evaluation conducted during
the year. Where a Director is seeking election or
re-election, Westpac provides shareholders with all
material information relevant to a decision on whether
or not to elect or re-elect a Director.
New Directors receive an induction pack and letter of
appointment setting out the expectations of the role,
conditions of appointment including the expected
term of appointment, and remuneration. This letter
aligns to the ASXCGC Recommendations. All new
Directors participate in an induction program to
familiarise themselves with our business and strategy,
culture and values and any current issues before the
Board. The induction program includes substantial
review of key documents and meetings with a range
of representatives from the organisation, and includes
meetings with the Chairman, the CEO, the Board
Committee Chairs and each Group Executive.
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
6

The Westpac Board Renewal Policy limits the tenure of
office that any Non-executive Directors other than the
Chairman may serve to nine years, from the date of first
election by shareholders. The maximum tenure for the
Chairman is 12 years (which includes any term served
as a Director prior to being elected as Chairman), from
the date of first election by shareholders. The Board,
on an exceptional basis, may extend the maximum
terms specified above where it considers it would
benefit the Group, on an annual basis, with the Director
required to stand for re-election annually.
The average Board tenure as at 30 September 2022 is
set out below. The length of service of each Director is
set out in Section 1 of the Directors’ report in our 2022
Annual Report.
Average Board tenure
0-3 years 60% 3-6 years 30% 6-9 years 10%
3.4 years
AVERAGE BOARD TENURE
Conflicts of interest
All Directors are required to disclose to the Board
any actual, potential or apparent conflicts of interest
upon appointment and are required to keep these
disclosures up to date.
Any Director with a material personal interest in a
matter being considered by the Board must declare
their interest and may not be present during any
related boardroom discussions nor vote on the matter
unless the Board resolves otherwise.
Continuing education
Directors undertake continuing education and training
to develop and maintain the skills and knowledge
needed to perform their role effectively, including by
participating in workshops held throughout the year,
attending relevant site visits, and undertaking relevant
external education.
These activities are planned each year and are included
in the Board’s/Board Committees’ calendars. In
addition, the Board and Board Committees consider
whether additional education and professional
development opportunities should be offered as part
of the annual Board Effectiveness Review.
Access to information
All Directors have unrestricted access to company
records and information required to perform their
duties, and receive regular detailed financial and
operational reports from senior management. Each
Director also enters into an access and indemnity
agreement, which among other things, provides for
access to documents for up to seven years after their
retirement as a Director.
The Chairman and other Non-executive Directors
regularly consult with the CEO, CFO and other
senior executives, and may consult with, and request
additional information from, any of our employees.
Access to advice
All Directors have access to advice from senior internal
legal advisors including the Group General Counsel.
The Board collectively, and all Directors individually,
can also seek independent professional advice, at our
expense, to help them carry out their responsibilities.
While the Chairman’s prior approval is needed, it may
not be unreasonably withheld.
Remuneration framework
Information about our remuneration framework,
including policies and practices regarding the
remuneration of Non-executive Directors, the CEO
and other senior executives, is included in the
Remuneration Report in the Directors’ report (which is
located in our 2022 Annual Report). The Remuneration
Report also includes details of Westpac’s hedging
policy, which prohibits participants in equity plans
from entering into transactions that mitigate the risk
associated with the equity award.
7
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

Performance reviews
Board, Board Committees and Directors
The Board undertakes ongoing self-assessment as well
as commissioning an annual performance review by an
independent consultant.
The review process includes an assessment of the
performance of the Board, the Board Committees
and each Director, with outputs collected, analysed
and presented to the Board. The Board will discuss
the results and agree follow-up actions. Actions from
the previous review related to matters regarding
Board process, committee structure, Board priorities
(including its focus on the Group’s various strategic
priorities), and continuing education.
Directors separately receive individual performance
feedback collected about them during the review
process and this feedback is discussed between the
Chairman and each Director (and in the case of the
Chairman, between the Chairman and another Board
Committee Chair). At the time of this Corporate
Governance Statement, the 2022 financial year
evaluation of the full Board is being finalised and will
be completed prior to the end of the 2022 calendar
year.
Board assessment of management
performance
The Board, in conjunction with its Board Remuneration
Committee, is responsible for:
—selecting, appointing, and determining terms of
appointment of, the CEO;
—determining the CEO’s goals and objectives, and
evaluating the CEO’s performance in light of these
objectives;
—approving the appointment of Group Executives, the
General Manager Group Audit, and any other person
the Board determines; and
—approving individual remuneration arrangements,
and adjustments to variable remuneration where
appropriate for Group Executives and other senior
executives, including in light of relevant matters
brought to the attention of the Board Remuneration
Committee from the CEO, Chief Risk Officer, Group
Executive, Human Resources, General Manager
Group Audit, Group General Counsel, and Chairs
of the Board Risk Committee and Board Audit
Committee.
All new senior executives receive an employment
contract setting out the terms and conditions of their
employment. Group Executives and certain General
Managers that are Accountable Persons under the
Banking Executive Accountability Regime Governance
Policy also receive an Accountability Statement for
their respective role. Briefing sessions are scheduled
to discuss our strategies and operations, and the
respective roles and responsibilities of the Board and
senior management.
Under Westpac’s executive remuneration framework,
the performance of senior executives is assessed
annually. Management performance evaluations for
the financial year ended 30 September 2022 were
conducted following the end of the financial year.
The process for reviewing the performance of senior
executives, as well as further information on Westpac’s
executive remuneration framework, FY22 performance
objectives and performance achieved is contained
in the Remuneration Report in the Directors’ report
(which is located in our 2022 Annual Report).
WESTPAC BNKIP 2022 CORPORATE GOVERNANCE STATEMENT
8

Role of the Board Committees
The Board is assisted by its four standing Board Committees and the key roles, responsibilities, and membership
of each of the Board Committees are outlined in their respective Charter and are summarised in the table below.
In 2022, changes were made to streamline the operation of the Board Committees. The Board Legal, Regulatory
and Compliance Committee was recombined with the Board Risk Committee. In addition, the Board Technology
Committee was dissolved with its responsibilities assumed by the Board and/or Board Risk Committee where
appropriate.
The Board Committee Charters are available on our website at www.westpac.com.au/about-westpac/westpac-
group/corporate-governance/constitution-board and outline the roles and responsibilities of each Board
Committee. All of the Board Committees are currently comprised of independent Non-executive Directors.
Board Committee members are chosen for the skills and experience they can contribute to the respective Board
Committees and their qualifications are set out in Section 1 of the Directors’ report, in our 2022 Annual Report.
COMMITTEEKEY RESPONSIBILITIES
COMPOSITION
REQUIREMENTSMEMBERSHIP
Board Risk
Committee
(BRiskC)
To assist the Board to:
—review and approve the Group’s overall risk
management framework for managing financial and
non-financial risks as well as emerging risks;
—oversee the risk culture across the Group;
—review and approve the Group Risk Management
Framework, the Group Risk Management Strategy, and
the Board Risk Appetite Statement; and
—make its annual declaration to APRA on risk
management under APRA prudential standard
CPS 220 Risk Management.
The Committee is also responsible for:
—reviewing and monitoring the risk profile and controls
of the Group for consistency with the Board Risk
Appetite Statement;
—reviewing and approving other risk management
frameworks for financial and non-financial risks and
monitoring performance under those frameworks
(as appropriate);
—reviewing and approving the limits and conditions
that apply to the delegated credit risk and market risk
approval authorities;
—reviewing stress testing results, monitoring
management responses and providing
recommendations for future scenarios;
—reviewing Group cyber risk and cybersecurity
reporting, including information on the monitoring and
performance of the Group’s cyber risk management
and controls;
—providing oversight of the Group’s management of
other financial and non-financial risks, financial crime
risk, reputation and sustainability risk; and
—monitoring changes anticipated for the economic
and business environment, including consideration
of emerging risks and other factors.
At least three Non-
executive Directors.
Majority of
Committee
members must be
independent.
An independent
Non-executive
Director must be
the Committee
Chairman, who
is not the Board
Chairman.
At least one member
of the Board Audit
Committee and at
least one member
of the Board
Remuneration
Committee must be
members.
—Peter Marriott
(Chairman)
—Audette Exel
—Mike Hawker
—Peter Nash
—Nora
Scheinkestel
—Margaret Seale
Board Audit
Committee
(BAC)
To assist the Board by overseeing the:
—integrity of financial statements and financial
reporting systems of Westpac and its related bodies
corporate;
—external audit engagement, including the external
auditor’s appointment, removal and rotation of the
lead audit engagement partner, and the external
auditor’s qualifications, performance, independence
and fees;
—performance of the internal audit function; and
—integrity of the Group’s corporate reporting including
the Group‘s financial reporting and compliance with
prudential regulatory reporting and professional
accounting requirements.
At least three Non-
executive Directors.
Majority of
Committee
members must be
independent.
An independent
Non-executive
Director must be
the Committee
Chairman, who
is not the Board
Chairman.
—Peter Nash
(Chairman)
—Chris Lynch
—Peter Marriott
9
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

COMMITTEEKEY RESPONSIBILITIES
COMPOSITION
REQUIREMENTSMEMBERSHIP
Board
Remuneration
Committee
(BRemC)
To assist the Board by reviewing and making
recommendations in relation to:
—the Group’s remuneration framework (as articulated in
the Group Remuneration Policy), as well as assessing
its compliance with laws, regulations and prudential
standards;
—individual remuneration arrangements and variable
remuneration outcomes of the CEO, Group Executives,
other accountable persons under BEAR, and any other
person the Board determines;
—the remuneration framework, policies, and fee
levels, (including superannuation) for Non-executive
Directors on the Board and subsidiary Boards;
—remuneration arrangements on a cohort basis
(including variable remuneration outcomes) for certain
employees;
—in conjunction with the Board Chairman, evaluating
the performance of the CEO, including their goals and
objectives as assessed against the Group Performance
Review; and
—the design and terms of all Equity Plans.
At least three Non-
executive Directors.
Majority of
Committee
members must be
independent.
An independent
Non-executive
Director must be
the Committee
Chairman, who
is not the Board
Chairman.
—Nora
Scheinkestel
(Chair)
—Chris Lynch
—Margaret Seale
Board
Nominations
& Governance
Committee
(BNGC)
To assist the Board, including by:
—recommending candidates for appointment as
Non-executive Directors to the Board and the Boards
of significant subsidiaries;
—reviewing the process for the orientation and
continuing education of Directors;
—considering succession planning for Non-executive
Directors;
—assessing the overall skills, experience, expertise and
diversity of the Board;
—reviewing annually diversity generally within the
Group, including approving measurable objectives
for achieving diversity and the Group’s progress in
achieving such objectives; and
—reviewing and, where required, approving the Group’s
corporate governance policies, including as they
relate to tenure, independence and Board renewal/
composition.
At least three Non-
executive Directors.
Majority of
Committee
members must be
independent.
The Board
Chairman will be
the Committee
Chairman.
—John McFarlane
(Chairman)
—Peter Nash
—Margaret Seale
The Board Committee composition changes which have occurred in FY22 are set out in Section 9 of the Directors’
report, in our 2022 Annual Report.
From time to time, the Board may form other Committees or request Directors to undertake specific extra duties.
In addition, the Board may participate (either directly or through representatives) in due diligence committees in
relation to strategic decisions and capital and funding activities.
Each Board Committee:
—will refer to the Board or other Board Committee any matter that comes to their attention that is relevant for
the Board or respective Board Committee; and
—is entitled to the resources and information it requires and has direct access to our employees and advisers.

WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
10

Board and Board Committee meetings
The number of meetings of the Board and
Board Committees for the financial year ended
30 September 2022, and each Director’s attendance
is reported in Section 9 of the Directors’ report, in our
2022 Annual Report.
Scheduled meetings of the Board Committees occur at
least quarterly, with the Board Risk Committee meeting
at least five times annually. All Board Committees are
able to meet more frequently as necessary.
Non-executive Directors regularly meet without
management present, so they can discuss issues
appropriate to such a forum. Senior executives
and other selected employees are invited, where
considered appropriate, to participate in Board and
Board Committee meetings. They are also available
to be contacted by Directors between meetings.
All Directors can receive all Board Committee papers
and can attend any Board Committee meeting,
provided there is no conflict of interest.
The CEO attends all Board Committee meetings,
except where he has a material personal interest
in a matter being considered.
Board Audit Committee financial knowledge
All BAC members have appropriate financial
experience, an understanding of the financial services
industry and satisfy the independence requirements
under the ASXCGC Recommendations, Securities
Exchange Act of 1934 (US) (as amended) and its
related rules.
The Board has determined that Mr Nash is an ‘audit
committee financial expert’ and independent in
accordance with US securities law.
The designation of Mr Nash as an audit committee
financial expert does not impose duties, obligations
or liability on him that are greater than those imposed
on him as a Board Audit Committee member, and
does not affect the duties, obligations or liability of
any other BAC member or Board member. Audit
committee financial experts are not deemed as an
‘expert’ for any other purpose.
Meeting with Regulators
The Directors also met with representatives from the
Australian Securities and Investments Commission,
Australian Prudential Regulation Authority, Australian
Transaction Reports and Analysis Centre, and the
Monetary Authority of Singapore during the course
of the year.
Role of the Company Secretary
Westpac’s Company Secretary attends Board and
Board Committee meetings and is responsible for
the operation of the Secretariat function, including
advising the Board on governance and, in conjunction
with management, giving practical effect to the
Board’s decisions. The Company Secretary is
accountable to the Board, through the Chairman, on all
matters to do with the proper functioning of the Board.
A profile for the Company Secretary can be found in
the Directors’ report, in our 2022 Annual Report.
11
20 Boardesfcodd2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

Diversity
At Westpac we’re focused on building a workplace that
fosters a diverse and inclusive workforce where our
people feel valued, respected and safe.
We seek to embrace everything that makes people
unique in their identity like age, cultural background,
disability, ethnicity, sex, gender identity, marital or
family status, religious belief, sexual orientation or
socio-economic background.
Our Inclusion and Diversity Strategy and Policy sets
out our objective to make Westpac an inclusive place
for our employees and our customers. We are focused
on attracting, recruiting, developing and retaining our
people in a culture that embraces individual differences
and allows people to feel safe to be themselves at work.
Our Inclusion and Diversity priorities
for 2021-23
Our Executive Team oversees the Group-wide Inclusion
and Diversity Plan and reviews progress twice a year.
Our 2021-23 Inclusion and Diversity plan has three
priority areas:
—gender balance across the organisation, including
in our most senior roles;
—improved understanding of cultural diversity; and
—build engaging career opportunities for
Indigenous people.
Making Inclusion happen
We expect all employees to foster a culture which
values diversity and includes everybody.
The Board Nominations & Governance Committee
annually reviews diversity within the Westpac Group,
including approving diversity and inclusion objectives
and overseeing progress in achieving these objectives.
Westpac is a signatory to the 40:40 Vision, and
the Board Nominations & Governance Committee
approved the Group’s measurable objectives (which
were in place for this reporting period) for achieving
gender diversity in the composition of the Board,
Executive Team, General Managers, and workforce
generally as follows:
—achieve 40:40:20 on the Westpac Board;
—achieve 40:40:20 in our Executive Team
1
;
—achieve 40% (+/-2%) women in our General
Manager population
2
;
—maintain 50% (+/- 2%) Women in Leadership
positions
3
; and
—maintain at least 50% (+/- 2%) women in our
workforce generally.
At 30 September 2022, the proportion of women
employed by the Group was as follows:
—Board of Directors: 40%;
—Executive Team: 45%;
—General Managers 39%;
—Women in Leadership positions: 50%; and
—total Westpac workforce: 55%.
For FY23 the Board Nominations & Governance
Committee approved a change to the measurable
objectives for gender diversity to enhance our focus on
gender balance in our most senior roles. An objective
of 50% (+/- 2%) women in Senior Leadership
4
positions
will replace the ‘Women in Leadership’ positions
measurable objective that was in place over this
reporting period.
We aim to achieve gender pay equity, affirming
that equal pay must be given for equal work. We
undertake a remuneration gap analysis annually
to identify issues and take steps to investigate
and address any pay gaps. We are also increasing
transparency around pay. This year we removed pay
secrecy clauses from employee contracts allowing
employees to openly discuss their pay with other
employees if they choose to.
We seek to ensure that our workplaces are free from
sexual harassment and that we treat each other with
dignity, courtesy, and respect. Our Sexual Harassment
Policy includes a ‘No Bystander rule’ reminding our
people, especially people leaders, of our obligation to
speak up and our zero tolerance for sexual harassment.
A copy of our Sexual Harassment Policy is available
at the following link: www.westpac.com.au/about-
westpac/inclusion-and-diversity.
This year we launched our fifth Reconciliation Action
Plan (RAP). This will be Westpac’s third Elevate-level
RAP and outlines our actions and commitments to
support Aboriginal and Torres Strait Islander peoples.
Our ten employee action groups help us strengthen
an inclusive culture across a broad range of areas
including by focusing on gender, LGBTIQ+, young and
mature-age employees, cultural diversity in leadership,
accessibility, Indigenous employees, veterans, skilled
volunteering and supporting victims of domestic and
family violence.
Westpac offers workplace flexibility and provides
employees with a variety of leave options, such as
parental leave (including support for those who
experience pregnancy loss), carers leave, wellbeing
and lifestyle leave, career breaks, purchased leave,
uncapped domestic and family violence support leave,
gender transition leave, Sorry Business leave, volunteer
leave and emergency services leave.
A copy of Westpac’s Workplace Gender Equality
Agency (WGEA) report is available on WGEA’s website
at www.wgea.gov.au/.
Further information on our inclusion and diversity
programs and performance, as well as a copy of
our Inclusion & Diversity Policy can be found on our
website at www.westpac.com.au/about-westpac/
inclusion-and-diversity/.
1. Includes the full Executive Team other than the CEO.
2. Update to GM Target – The 40:40 Vision is an initiative to ensure diversity in Executive Leadership, the Target for GMs was revised to align
with all other Gender Diversity metrics. We have set the same 40:40 Vision Target for the Board.
3. 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 Managers and Assistant
Bank Managers.
4. Senior Leadership refers to the proportion of women (permanent and maximum term) in senior leadership roles across the Group. It
includes the Executive Team, General Managers, and direct reports to General Managers, excluding administrative or support roles.
WESTPAC BNKIP 2022 CORPORATE GOVERNANCE STATEMENT
12

Ethical decision making
Ethical and responsible decision making is critical to decision making at Westpac. Our Purpose, Values and
Behaviours, together with our Code of Conduct and related policies and frameworks, are focused on instilling and
reinforcing an ethical and responsible decision-making culture across the Group.
Purpose, Values and Behaviours
Westpac’s purpose is helping Australians and New Zealanders succeed. In working to fulfil our purpose, we are
guided by our ‘HELPS’ values. Our Purpose, Values and Behaviours set the direction for our culture by providing
clarity about what is valued most and what our people need to do.
Our values
HELPFUL
ETHICAL
LEADING CHANGE
PERFORMING
SIMPLE
Passionate about providing a great customer
experience
Trusted to do the right thing
Determined to make it better and be better
Accountable to get it done
Inspired to keep it simple and easy
Underpinning our values are 16 behaviours. We are focusing on the following six key behaviours:
—I act, ‘If I say it, I do it’
—I always ask ‘Should We?’ as well as ‘Can We?’
—I constructively challenge when something doesn’t feel right
—I am clear on my role and the decisions I can make
—I am accountable for managing risk
—I always ask, ‘Can this be simpler?’
Westpac’s Purpose, Values and Behaviours were launched in August 2020. Since then, significant initiatives have
been undertaken (with some ongoing) to embed them, including a comprehensive communications agenda,
leader-led initiatives and alignment of systems, processes and policies, which impacts on our day-to-day activities,
and in respect of our Purpose, ongoing work to consider whether the way we express our Purpose could be
adjusted so that it further resonates with our people and our customers.
13
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

IF YES TO BOTH, ASK YOURSELF THE FOLLOWING:
NO/NOT SURE
CAN
WE?
SHOULD
WE?
STOP and discuss with your People Leader
or Risk and Compliance representative
NO/NOT SURE
Contact your People Leader for further
advice and guidance. If this is not possible
or has been unsuccessful, you should
contact Risk or Compliance. If you still feel
uncomfortable, see the ‘Speaking up and
raising concerns’ page
IF YOU ANSWERED YES TO ALL QUESTIONS:
You are likely to be operating in line with
our Code of Conduct and subject to any
necessary Business as Usual approvals, you
can proceed
YES
Am I sure it complies with law and regulations?
Would I feel comfortable if I had to tell my
manager or my family or friends?
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?
YES
YES
YES
Am I sure it helps us to fulfil our purpose,
values and behaviours?
YES
Am I sure it complies with Westpac Group
policies, processes and guidance?
YES
‘ SHOULD WE?’ TEST
Code of Conduct
The Westpac Group Code of Conduct (Code) sets out a consistent standard and establishes the expectations of
our people to do what is right. The Code goes beyond an obligation to comply with laws and policies and is a key
aspect of improving conduct to seek to ensure fair outcomes for customers, communities and each other.
The Code requires us to apply the ‘Should We?’ test (see Figure 2 below) when making decisions and encourages
our people to speak up when our standards are not being met.
We take non-compliance with the Code seriously. Material breaches of the Code are reported to the Board Risk
Committee (BRiskC).
1

Supporting the Code are numerous frameworks and policies outlining our commitment to sustainable business
practices and behaviours. These include our Purpose, Values and Behaviours, policies, and position statements
addressing sustainability themes such as human rights, climate change and other environmental and social
impacts.
The Code is available on our website at: www.westpac.com.au/about-westpac/westpac-group/corporate-
governance/principles-policies/.
Figure 2 – The ‘Should We?’ test
1. Prior to the recombination of the Board Legal, Regulatory and Compliance Committee (BLRCC) and the Board Risk Committee,
material breaches were to be reported to the BLRCC.
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
14

Key policies
We have a number of key policies to manage
our regulatory compliance and human resource
requirements. We are also subject to a range of
external industry codes, such as the Banking Code of
Practice and the ePayments Code.
Code of Ethics for Senior Finance Officers
Our Code of Accounting Practice and Financial
Reporting (COAPFR) complements our Code of
Conduct. It is designed to assist our CEO, CFO and
other principal financial officers to apply the highest
ethical standards to their duties and responsibilities
with respect to accounting and financial reporting. The
COAPFR requires those officers to:
—act honestly and ethically, particularly with respect
to conflicts of interest;
—provide full, fair, accurate and timely disclosure in
reporting and other communications;
—comply with applicable laws, rules and regulations;
—promptly report violations of the COAPFR; and
—be accountable for adherence to the COAPFR.
The COAPFR is available on our website at www.
westpac.com.au/about-westpac/westpac-group/
corporate-governance/principles-policies/.
Delegated authority
The Delegated Authority Policy Framework outlines
the principles Westpac has adopted to govern decision
making within the Westpac Group, including channels
of escalation and reporting to the Board.
The scope of, and limitations to, authority delegated
by the Board to the CEO and through the CEO to
other Group Executives, is articulated in formal
delegation instruments and covers areas such as
expenditure, funding and securitisation, and lending.
These delegations have been implemented with a
view to balancing effective oversight with appropriate
empowerment and accountability of management.
Any matters or transactions outside the delegations
of authority given to management are required to be
referred to the Board or relevant Board Committee for
approval.
Securities trading
Westpac’s Group Securities Trading Policy prohibits
Directors, employees, secondees and contractors from
dealing in any securities and other financial products
that they possess inside information on. They are also
prohibited from passing on inside information to others
who may use that information to trade in securities or
from procuring others to trade.
In addition, Directors and any employees, secondees
or contractors (and their ‘associates’) who, because
of their seniority or the nature of their position, may
have access to material non-public information about
Westpac (known as Prescribed Employees) are subject
to further restrictions, including prohibitions on trading
prior to and immediately following annual and half year
results announcements.
The Westpac Group Securities Trading Policy is
available in the Corporate Governance section of our
website at www.westpac.com.au/about-westpac/
westpac-group/corporate-governance/principles-
policies/.
Concern reporting and whistleblower protection
The Westpac Group Speaking Up Policy encourages
our employees, contractors, secondees, former
employees, brokers, service providers and suppliers to
raise any concerns about our activities or behaviours
that may be unlawful or unethical. Our senior
management are committed to supporting anyone
reporting wrongdoing, and protecting their dignity,
wellbeing, career and reputation. Westpac does not
tolerate detrimental conduct related to a Speaking
Up report.
A person can raise a concern using our whistleblowing
channels, including our reporting system ‘Concern
Online’ and our Whistleblower Hotline. Both channels
enable anonymous reporting.
Westpac’s Whistleblower Protection Officers are
responsible for protecting whistleblowers against
personal disadvantage as a result of speaking up.
They also engage with whistleblowers to address risks
of reprisal. Whistleblowers may also raise a concern
directly with a Whistleblower Protection Officer.
The Speaking Up Policy requires that we investigate
concerns in a confidential, fair and objective manner.
If the investigation shows that wrongdoing occurred,
we are committed to taking action, such as changing
our processes and imposing consequences on those
involved in wrongdoing. Outcomes may also involve
reporting the matter to relevant authorities and
regulators.
The Board Audit Committee, in conjunction with
the Board Risk Committee oversees Westpac’s
Whistleblower Program. The Board Risk Committee
receives regular reporting on whistleblowing
(which includes key metrics, measures and themes
that provide insights into the performance of the
Whistleblower Program).
Material whistleblower matters reported under the
Westpac Group Speaking Up Policy are reported to the
Board Risk Committee.
1
Westpac’s Speaking Up Policy is available on our
website at: www.westpac.com.au/about-westpac/
westpac-group/corporate-governance/principles-
policies/.
1. Prior to the recombination of the BLRCC and the BRiskC, whistleblower reporting was provided to the BLRCC.
15
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

Anti-Bribery and Corruption
The Westpac Group has an Anti-Bribery and
Corruption (ABC) Policy, an ABC Standard, and bribery
prevention procedures and systems. Material breaches
of the ABC Policy are reported to the Board Risk
Committee.
1
The ABC Policy is available on our website
at www.westpac.com.au/about-westpac/westpac-
group/corporate-governance/anti-bribery-corruption-
policy-procedures/.
Westpac has no tolerance for any form of bribery or
corruption. This includes a ban on facilitation payments
and offering or soliciting secret commissions.
Westpac is committed to preventing, detecting
and deterring bribery and corruption by managing
its bribery and corruption risk and complying with
relevant ABC legislation in all jurisdictions in which it
operates or has dealings. This includes the Australian
Criminal Code Act 1995 (Cth), the Bribery Act 2010
(UK) and the Foreign Corrupt Practices Act 1977 (US).
Under the ABC Policy, Westpac expects that its
officers, Directors, employees, agents, contractors,
service providers and subsidiaries and third parties
acting for or on behalf of Westpac will comply with
all applicable ABC laws and will not offer, provide,
authorise, request or receive a bribe or anything which
may be viewed as a bribe.
Westpac is required to design a system of internal
controls, maintain accurate books and records and
keep accurate records under the Foreign Corrupt
Practices Act 1977 (US).
Westpac must also put in place adequate procedures
as a defence to bribery under legislation including the
Bribery Act 2010 (UK). Adequate procedures must be
proportionate to the bribery and corruption risks that
Westpac may reasonably face.
Fit and Proper Person assessments
Westpac’s Board approved Group Fit and Proper
Policy (F&P Policy) outlines how we assess the fitness
and propriety of our Directors, Accountable Persons
under BEAR, and other individuals in key positions of
responsibility.
The F&P Policy supports Westpac in complying with
APRA Prudential Standards CPS 520 and SPS 520,
the Banking Act 1959 (Cth) (including BEAR),
Superannuation Industry (Supervision) Act 1993 (Cth),
relevant ASIC licensing requirements (Australian
Financial Services Licence and Australian Credit
Licence) and equivalent offshore regulations as
applicable.
The Chairman of the Board (and in the case of the
Chairman, the Board as a collective) is responsible for
assessing the fitness and propriety of our CEO and
Non-executive Directors. A Fit and Proper Committee
is responsible under delegated authority from the
Board for undertaking a fit and proper assessment of
all other individuals in key positions of responsibility.
In all cases, a fit and proper assessment will be
undertaken prior to their initial appointment and be
re-assessed annually. This involves the relevant
individual providing a declaration and background
checks (including police and bankruptcy checks)
being undertaken as appropriate.
Conflicts of interest
Westpac’s conflicts of interest framework is designed
to identify and manage conflicts of interest. The
conflicts of interest framework includes the Group
Conflicts of Interest Policy, along with supporting
policies, standards and procedures.
Under our conflicts of interest framework, any person
who acts on behalf of the Westpac Group must:
—promptly identify, declare, assess, manage and
record conflicts of interest appropriately;
—discharge their duties concerning conflicts of
interest with integrity, fairness, honesty and due
skill, care and diligence;
—avoid a conflict of interest where it cannot be
effectively managed; and
—not solicit, accept or offer money, gifts, favours or
entertainment that might influence, or might be
seen to influence, their professional judgement.
Modern Slavery
Under the Modern Slavery Act 2018 (Cth) and Modern
Slavery Act 2015 (UK), Westpac is required to prepare
an annual statement describing the risks of modern
slavery practices in our operations and supply chain,
and the actions taken to address these risks. Westpac
published a joint statement for FY21 on behalf of itself
and certain reporting entities that addressed the
requirements of both Acts.
The Westpac Group’s 2021 Modern Slavery Statement
was published in March 2022 and can be located at
www.westpac.com.au/about-westpac/sustainability.
Customer Advocate
Westpac’s Customer Advocate advises and guides
our complaints team regarding complaints raised
by customers in relation to personal banking, small
business, wealth and insurance matters. In addition,
the Customer Advocate recommends changes to
bank policies, procedures and processes, arising from
the complaints made by customers, and in particular
focuses on how we can best support our vulnerable
customers.
1. Prior to the recombination of the BLRCC and BRiskC, material breaches of the ABC Policy were to be reported to the BLRCC.
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
16

Sustainability
We view sustainable and responsible business
practices as important for our business, our customers,
our community and shareholder value. Sustainability
is about managing environmental and social risks and
opportunities in a way that seeks to balance the long-
term needs of all our stakeholders – our customers,
employees, suppliers, investors and community
partners – together with the needs of the wider
community and the environment.
We aim to address the matters that we believe are the
most material for our business and stakeholders, now
and in the future. We understand that environmental
and social risks and opportunities continue to evolve
so we seek to monitor and progressively embed the
management of sustainability into business practice.
While striving to deliver against our sustainability
strategy, we also work to anticipate and shape our
response to emerging social and environmental issues
where we believe we have the skills and experience to
make a meaningful difference and drive business value.
Reporting
We report on the most material sustainability
matters (including environmental and social risks and
opportunities), identified in our annual materiality
assessment, to internal and external stakeholders
Details of how we seek to manage the associated risks
and opportunities and our performance against our
sustainability strategy are contained in our half and full
year reporting suite, available on our website.
We participate in a number of voluntary initiatives
including the Global Reporting Initiative (GRI),
Taskforce on Climate-Related Financial Disclosures
(TCFD), the Equator principles and the UN Global
Compact.
Our sustainability reporting is subject to independent
limited and reasonable assurance, performed in
accordance with the Australian Standard on Assurance
Engagements 3000 Assurance Engagements
Other Than Audits or Reviews of Historical Financial
Information (Revised) (‘ASAE 3000’). The assurance
provider also assesses whether our sustainability
reporting is based on the GRI Universal Standards
2021 and the Sustainability Accounting Standards
Board (SASB), and aligned with the reporting and
self-assessment requirements of the Principles for
Responsible Banking (PRB).
Material exposure to sustainability risks
Westpac is exposed to environmental and social risks
such as climate change risk. We seek to manage our
material exposures to these risks in accordance with
our risk management strategy and frameworks.
Further details about the risks we face, and how we
seek to manage them, are referred to in our 2022
Annual Report (see pages 34 to 51 and pages 134
to 152). In addition our Climate Change Position
Statement and Action Plan, our Human Rights Position
Statement and Action Plan, and our Modern Slavery
Statement are available on our website at
www.westpac.com.au/about-westpac/sustainability/.
Risk Management
Our Risk Management Framework describes our
approach for managing the material risks we face,
and has nine components underpinned by a strong
risk culture and a Three Lines of Defence model with
customers at the centre. This is represented in the
diagram on page 18.
Effective risk management requires all the elements
of our framework to operate independently and
interactively to provide a complete approach for
managing risk and to deliver fair customer outcomes.
Westpac remains focused on implementing our
integrated CORE program, which is designed to deliver
a sustained uplift in outcomes for customers and how
we manage risk. Key elements of the CORE program
involve embedding our Risk Management Framework
and strengthening our risk culture.
The Group Risk Management Framework, Group
Risk Management Strategy and Board Risk Appetite
Statement are reviewed annually by the Board
Risk Committee. The Board Risk Committee also
oversees that Westpac is operating with due regard
to risk appetite. The review of the Risk Management
Framework includes consideration of whether the
framework continues to be sound. The Group Risk
Management Framework, Group Risk Management
Strategy and Board Risk Appetite Statement were
approved by the Board, on the recommendation of the
Board Risk Committee, during the financial year ended
30 September 2022.
The CEO and Executive Team are responsible for
implementing our Risk Management Framework
and Risk Management Strategy, and for developing
frameworks, policies, controls, processes and
procedures for identifying and managing risk in
Westpac’s activities.
To support our management of risk, Westpac has
an Executive Risk Committee (RISKCO) that assists
accountable individuals in making risk related decisions
in respect of the Group. It monitors material risk
exposures, their alignment to risk appetite approved
by the Board and related actions. RISKCO also
oversees the implementation and performance of the
Risk Management Framework and execution of the
Risk Management Strategy, as well as required controls
and actions. RISKCO is supported by a number of
management risk committees. RISKCO and these
committees provide an important channel for senior
management to communicate and report on risk
matters.
17
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

Risk Management Framework
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
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
Ensuring that appropriate data,
analysis and recommendations flow to
the right people and forums on a timely
basis to support decision making
Customers
Board approved 1 February 2022
20 Boardesfcodd2022 CORPORATE GOVERNANCE STATEMENT
18

Risk Culture
Westpac considers that a strong risk culture is essential
for the Group’s Risk Management Framework to
operate effectively. Building and maintaining a strong
risk culture is a continuing focus of the Board and will
help us create a simpler, stronger bank.
Westpac is working to enhance and improve its risk
culture, which APRA had identified as being immature
and reactive.
As part of this ongoing work, Westpac has developed
and implemented processes and tools to continue
to improve risk culture, and track progress towards
our goal of a risk culture that proactively identifies,
manages and mitigates risks, learns from risk
events and continuously anticipates new risks and
opportunities. We have also implemented a Group-
wide learning program which provides an opportunity
for employees to spend time on the specifics of risk
management.
Further information about this work is available in the
Strategic Review in our 2022 Annual Report.
Three Lines of Defence
We have adopted and continue to embed a Three
Lines of Defence model which is designed to enable
all our people to understand their own role and
responsibilities in the active management of risk.
Westpac is continuing to upgrade its end-to-end
risk management capabilities as part of an ongoing
program of work that spans both financial and
non-financial risk. A key component of this work is
embedding our Three Lines of Defence approach to
improve accountability, the control environment and
risk management awareness. For further information
about the CORE program, refer to the Strategic Review
in our 2022 Annual Report.
Westpac Three Lines of Defence
First Line
Identify, control

and manage risk
Third Line
Internal

audit
Second Line
Set the risk standards,

provide challenge and
advise the first line
19
20 Boardesfcodd2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING

AND DISCLOSURE

Financial reporting and audit
Approach to financial reporting
Our approach to financial reporting reflects three core
principles:
—that our financial reports present a true and fair view
of our financial position and performance;
—that our accounting methods comply with applicable
accounting standards and policies; and
—that our external auditor is independent and serves
security holders’ interests.
The Board, through the Board Audit Committee, has
regard to Australian and international developments
relevant to these principles when reviewing our
practices.
The Board delegates oversight responsibility for the
integrity of financial statements and financial reporting
systems to the Board Audit Committee. The Board Risk
Committee provides relevant periodic assurances and
reports (as appropriate) to the Board Audit Committee.
Similarly, the Board delegates oversight responsibility
for the preparation of remuneration reports and
disclosures to the Board Remuneration Committee,
which recommends remuneration reports and related
disclosures, and provides relevant assurances, through
the Board Audit Committee to the Board for approval.
CEO and CFO assurance
The Board receives regular reports from management
about our financial condition and operational results,
as well as that of our controlled entities. Before the
Board approves the half year and full year financial
statements, the CEO and the CFO declare to the Board
that in all material respects:
—Westpac’s financial records:
• correctly record and explain its transactions, and
financial position and performance;
• enable true and fair financial statements to be
prepared and audited; and
• are retained for seven years after the transactions
covered by the records are completed;
—the financial statements and notes comply with
applicable accounting standards;
—the financial statements and notes give a true and
fair view of Westpac’s and its consolidated entities’
financial position and of their performance;
—any other matters that are prescribed by the
Corporations Act 2001 (Cth) and regulations as
they relate to the financial statements and notes are
satisfied; and
—the declarations above have been formed on the
basis of a sound system of risk management and
internal control, and that the system is operating
effectively in all material respects in relation to
financial reporting risks.
The CEO and CFO have provided such statements
for the financial year ended 30 September 2022.
External auditor
Our external auditor is PricewaterhouseCoopers
(PwC), appointed by shareholders at the 2002 AGM.
Prior to 2002, individuals who were partners of PwC or
its antecedent Firms were our external auditors from
1968. Our PwC lead audit partner is Mr Colin Heath.
Mr Colin Heath assumed responsibility for this role in
December 2021.
The external auditor receives all Board Audit
Committee and Board Risk Committee papers, attends
all meetings of these committees and is available
to Committee members at any time. The external
auditor also attends the AGM to answer questions
from shareholders regarding the conduct of its audit,
the audit report and financial statements and its
independence.
PwC is required to confirm its independence and
compliance with specified independence standards at
our half and full financial year, however in practice it
confirms its independence on a quarterly basis.
We strictly govern our relationship with the external
auditor, including restrictions on employment, business
relationships, financial interests and use of our financial
products by the external auditor.
Periodically, the Board Audit Committee consults
with the external auditor without the presence of
management about internal controls over financial
information, reporting and disclosure and the fullness
and accuracy of the Group’s financial statements. The
Board Audit Committee also meets with the General
Manager, Group Audit without other members of
management being present.
Engagement of the external auditor
To avoid possible independence or conflict issues,
our ‘Pre-approval of engagement of PwC for audit
and non-audit services’ policy (NAS Policy) prohibits
the external auditor from carrying out certain types
of non-audit services for Westpac. The NAS policy
also limits the extent to which PwC can perform other
non-audit services. Use of PwC for any non-audit
services must be assessed and approved in accordance
with the pre-approval process set out in the NAS
Policy.
WESTPAC BNKIP 2022 CORPORATE GOVERNANCE STATEMENT
20

Group Audit (internal audit)
Group Audit is Westpac’s internal 3rd line assurance
function that provides the Board and Board
Committees and the CEO with independent and
objective evaluation of the adequacy and effectiveness
of the Group’s governance, risk management and
internal controls.
Group Audit is governed by a charter approved by
the Board Audit Committee that sets out its purpose,
role, scope and responsibilities. The General Manager,
Group Audit has a direct reporting line to the Chairman
of the Board Audit Committee and an administrative
line to the CFO.
Group Audit also has the right to unrestricted and
private access to the CEO, the Board Chairman
and Chairman of the Board Audit Committee, and
other Board members where relevant and external
regulators. Group Audit’s responsibilities include
regularly reporting to the relevant Board Committees.
Board Audit Committee dialogue with
management, external audit and Group audit
The Board Audit Committee maintains an ongoing
dialogue with management, the external auditor and
Group Audit, including regarding those matters that
are likely to be designated as Key Audit Matters in
the external auditor’s report. Key Audit Matters are
those matters which, in the opinion of the external
auditor, are of the most significance in their audit of the
financial report.
As part of its oversight responsibilities, the Board Audit
Committee also conducts discussions with a wide
range of internal and external stakeholders including:
—the external auditor, about our major financial
reporting risk exposures and the steps management
has taken to monitor and control such exposures;
—Group Audit and the external auditor concerning
their reports regarding significant findings in the
conduct of their audits, and oversee that any
issues identified are rectified by management in an
appropriate and timely way or reported to the Board
Risk Committee (with the Board Risk Committee
overseeing management’s response to rectifying
those issues);
—management and the external auditor concerning
the half year and full year financial statements;
—management and the external auditor regarding
any correspondence with regulators or government
agencies, and any published reports which
raise material issues or could impact on matters
regarding the Westpac Group’s financial statements
or accounting policies; and
—the Group General Counsel regarding any legal
matters that may have a material impact on, or
require disclosure in, the financial statements.
Market disclosure
and shareholder
communication
Verification of periodic corporate reports
For periodic corporate reports released to the market
which are not required to be audited or reviewed by
our external auditor, we have verification and approval
processes to support the integrity of the information
disclosed. The process varies depending on the
report and generally involves the individuals with
responsibility for the information confirming to the
best of their knowledge and belief that the information
is considered to be accurate and not misleading. The
process may also involve review by internal subject
matter experts (and as appropriate, our external
advisers); and review by and confirmation from the
individual responsible for the corporate report that
it is appropriate for release. Such periodic corporate
reports may also, depending upon the report, be
required to be approved by the Disclosure Committee
or the Board under Westpac’s Market Disclosure Policy.
Further details regarding Westpac’s Market Disclosure
Policy are in the paragraph below.
Market disclosure
We seek to provide all investors with equal, timely,
accurate, balanced and meaningful information.
Consistent with these standards, the Group maintains
a Board-approved Market Disclosure Policy, which
governs how we communicate with our shareholders
and the investment community. The Market Disclosure
Policy is available on our website at www.westpac.
com.au/about-westpac/westpac-group/corporate-
governance/principles-policies/.
The policy provides a framework for how we manage
our disclosure obligations and satisfy the disclosure
requirements of the ASX, NZX, and other relevant
offshore securities exchanges, as well as relevant
securities and corporations legislation. Under our
policy, and in accordance with our obligations,
information that a reasonable person would expect
to have a material effect on the price or value of our
securities must first be disclosed via the ASX unless an
exception applies under regulatory requirements.
Our Disclosure Committee is responsible for (among
other things) determining whether matters within
management’s authority should be disclosed publicly
under the policy, and for assisting employees in
understanding what information may require disclosure
to the market on the basis that it is market sensitive.
Certain disclosure decisions (for example, relating
to matters of fundamental importance to the Group
including announcements concerning financial results
or material equity raisings, transactions or changes in
strategic direction) are the responsibility of the Board.
21
20 Boardesfcodd2022 CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
THE BOARD
OPERATION

OF THE BOARD
DIVERSITY, ETHICAL DECISION MAKING, KEY POLICIES & SUSTAINABILITY
RISK
FINANCIAL REPORTING AND DISCLOSURE

Market disclosure (continued)
The Disclosure Committee is comprised of the
Disclosure Officer (who is the CFO), the Group General
Counsel and at least one of the following: the CEO,
the Chief Risk Officer, the Group Executive, Corporate
Services, the Company Secretary of Westpac and the
General Manager, Investor Relations.
The Disclosure Officer is ultimately responsible for
all disclosure related communication with relevant
securities exchanges. The Company Secretary or
their delegate is authorised to give any documents
to the ASX once they have been approved pursuant
to the Market Disclosure Policy or by the Board. A
copy of announcements on material issues will also be
provided to the Board promptly after release to the
ASX, unless previously provided.
Before Westpac gives a new and substantive investor
or analyst presentation, we will release a copy of that
presentation to the market. Once relevant information
is disclosed to the market and available to investors,
it may also be published on our website. This includes
investor discussion packs, and presentations on, and
explanations about, our financial results.
Our website also contains Annual Reports, results
announcements, speeches and support material given
at investor conferences or presentations, notices of
meetings and key media releases.
Shareholder communication and participation
We are committed to keeping shareholders fully
informed about Westpac in compliance with our
obligations – from our strategy, operations and
performance, to our governance and sustainability
approach. As part of our investor relations program –
and consistent with our Market Disclosure Policy – we
carry out a range of activities to facilitate two-way
communication with shareholders, including:
—providing relevant company information online
via our Investor Centre on our website;
—giving shareholders the option to receive
information and communications electronically
or via hardcopy;
—responding to shareholder queries directly via
phone, email and mail; and
—enabling shareholders to view major market
briefings and maintaining that information in
our Investor Centre.
Our financial calendar in our Investor Centre lists all
major market briefings and shareholder meetings.
Announcements on these events may also be made
on the ASX.
Westpac seeks to facilitate shareholder participation at
general meetings. We aim to choose a time and venue
for meetings that is convenient to shareholders, and
we typically move our AGM across capital cities. We
also include explanatory notes in the notice of meeting
which is sent to shareholders. The meeting is also made
available via webcast and is archived for later viewing
in our Investor Centre.
Ahead of a meeting, Westpac typically engages
with shareholders and shareholder groups to gather
feedback and questions, and then seeks to respond to
their needs and queries in our reporting and/or at our
meeting.
Westpac intends to hold a ‘hybrid AGM’ this year, with
shareholders being able to attend the AGM venue in
person or participate online.
Shareholders taking part in our 2022 AGM online (and
their proxies, corporate representatives and attorneys)
will be able to ask questions and make comments
(either through the AGM Online Platform or via the
teleconference) and vote on the resolutions.
In addition, shareholders can lodge a direct vote before
the AGM. Consistent with our practice for voting at
meetings of shareholders, voting on all resolutions
will be conducted by a poll.
WESTPAC GROUP 2022 CORPORATE GOVERNANCE STATEMENT
22

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