Appendix 4G and 2023 Corporate Governance Statement

ASX Release


6 November 2023

Appendix 4G and 2023 Corporate Governance Statement

Westpac Banking Corporation (“Westpac”) today provides the attached Appendix 4G
and Westpac Group 2023 Corporate Governance Statement.










For further information:

Hayden Cooper Justin McCarthy
Group Head of Media Relations General Manager, Investor Relations
0402 393 619 0422 800 321


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 2023
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 5 November 2023 and has
been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3

Date: 5 November 2023
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 17
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. Our
measurable objective for achieving gender diversity in the
composition of our board, as set out on page 12 under ‘Diversity’
was to have at least 40% women, 40% men and 20% any gender.
-


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 10 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 10 under ‘Role of the
Board Committees’ and in section 9 of the Directors’ Report on page
65 of the 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 2023’

-

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 52 to 55 of 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 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

2.4 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’ and on page 4 under
‘Chairman’.
-

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’.

-

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒ On page 14 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 15 under ‘Code of Conduct’
and we have disclosed our code of conduct at: www.westpac.com.au/a
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 16 under ‘Concern reporting and whistleblower
protection’
and we have disclosed our whistleblower policy 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 17 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 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 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 10 under ‘Role of the Board Committees’
and we have disclosed a copy of the Board Audit Committee charter
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’, page 11 in Board Audit Committee financial
knowledge and in section 9 of the Directors’ Report on page 65 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 21 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 22 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 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 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 22 under ‘Market disclosure’
and we have disclosed our continuous disclosure compliance 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 23 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 23 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 23 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 23 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 23 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 23 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 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 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
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
65 of the 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 18 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 18 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 22 under ‘Group Audit (internal audit)’
and we have disclosed how our internal audit function is structured
and what role it performs: on page 22 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 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

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 18 under ‘Material exposure to sustainability risks’
and we have disclosed whether we have any material exposure to
environmental and social risks: on pages 18 to 19, pages 36 to 47,
and pages 145 to 164 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 18 to 19, pages 36 to 47, and pages 145 to 164 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 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

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 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
65 of the 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 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

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 do not have a director in this position 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

CORPORATE
GOVERNANCE
STATEMENT
2023
WESTPAC BANKING CORPORATION
ABN 33 007 457 141

This Corporate Governance Statement, which has been approved by the Board, describes our corporate governance
framework, policies, and practices as at 5 November 2023.
In this Corporate Governance Statement, a reference to ‘Westpac’, ‘Group’, ‘Westpac Group’, ‘we’, ‘us’ and ‘our’
is to Westpac Banking Corporation ABN 33 007 457 141 and its subsidiaries unless it clearly means just Westpac
Banking Corporation.
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 14
Key policies 16
Sustainability 18
RISK
Risk Management 18
FINANCIAL REPORTING AND DISCLOSURE
Financial reporting and audit 21
Market disclosure and shareholder communication 22
INTRODUCTION
THE BOARD
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT

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. Our values and behaviours are designed to
promote transparency, fair dealing, and the protection
of stakeholder interests, including our customers,
our shareholders, our employees and our community.
We aspire 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.
BOARD AREAS
OF FOCUS IN FY23
This year the Board (including with assistance from its Board Committees) has focused on overseeing:
—the continued implementation and embedment of the Customer Outcomes and Risk Excellence (CORE)
program to uplift outcomes for customers and our governance of financial and non-financial risk;
—the introduction of the Group’s updated purpose – ‘Creating better futures together’ – and refreshed
strategy, which is focused on repositioning the Group’s priorities to focus on the future and is framed
by four strategic pillars: Customer, Easy, Expert and Advocate;
—the delivery of key priorities under the Group’s refreshed strategy including implementing
an organisational structure that is designed to drive growth;
—the Group’s financial and operating performance;
—the management of current and emerging risks arising from the evolving economic, geopolitical,
regulatory, and competitive environment;
—the Group’s capital position, including changes in regulatory capital requirements;
—the programs and processes in place to support our customers experiencing hardship;
—considering and assessing the resilience of the Group’s systems and response to potential cyber incidents
and data breaches;
—the priorities outlined in our Sustainability Strategy and approving our updated Climate Change Position
Statement and Action Plan;
—the ongoing work to improve Westpac’s management of financial crime risk;
—the ongoing consideration of Board and Chair succession, as well as Board Committee composition;
—the further simplification of our business and operations through the exit of non-core businesses; and
—progress in improving the Group’s expense-to-income ratio relative to peers.
1
OPERATION
OF THE BOARD
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITYRISK
FINANCIAL REPORTING
AND DISCLOSURE

THE BOARD
Board of Directors
The Board is comprised of nine 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/.

PETER NASH
Independent
Non-executive Director
AUDETTE EXEL
Independent
Non-executive Director
JOHN M
C
FARLANE
Chairman and Independent
Non-executive Director
PETER KING
Managing Director and
Chief Executive Officer
NERIDA CAESAR
Independent
Non-executive Director
TIM BURROUGHS
Independent
Non-executive Director
NORA SCHEINKESTEL
Independent
Non-executive Director
MARGARET (MARGIE) SEALE
Independent
Non-executive Director
MICHAEL ULLMER
Independent
Non-executive Director
CHRIS LYNCH
Independent
Non-executive Director
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
2
THE BOARD
INTRODUCTION

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;
—appointing the CEO and Chief Financial Officer (CFO),
and approving the appointment of 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 Director Appointment &
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,
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 the Australian Prudential Regulation Authority
(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;
—approving the Internal Capital Adequacy Assessment
Process, including reviewing Group stress testing
outcomes/scenarios, and approving recovery and
resolution plans;
—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; and
—meeting with representatives from our principal
regulators on a regular basis.
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 financial results
announcement
Delegation
Assurance,
Oversight through
Reporting
Accountability
Accountability
Delegation
Delegation
Board Committees will refer matters to the Board or other Board Committees 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
RemunerationAudit
Nominations
& Governance
Risk
3
FINANCIAL REPORTING
AND DISCLOSURE
OPERATION
OF THE BOARD
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITYRISK

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
1
.
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, including in relation to the
Board Chair and Board Committee Chair roles;
—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.
1 On 16 October 2023, Westpac announced the appointment of Steven Gregg as a Non-executive Director and Chairman-Elect, effective 7 November 2023.
Mr. Gregg will succeed outgoing Chairman John McFarlane following the conclusion of Westpac’s Annual General Meeting on 14 December.
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 GROUP 2023 CORPORATE GOVERNANCE STATEMENT
4
THE BOARD
INTRODUCTION

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 to identify focus areas for the
continuing education and professional development of
Directors. For example, in FY23 these focus areas included
cyber risk, crisis management, and key environmental,
social and governance topics (amongst others). The
skills matrix also assists to identify areas where it may be
desirable for specialist external expertise to be retained
to supplement the Board’s skills and experience. The skills
matrix is set out in Figure 1.
FIGURE 1 – BOARD SKILLS, EXPERIENCE AND ATTRIBUTES AS AT 30 SEPTEMBER 2023
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 managing the business through
periods of significant change and delivering desired business outcomes
Deep experience and knowledge General working experience and knowledge Limited working experience and knowledge
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 supporting our Purpose and upholding our Values.
5
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
FINANCIAL REPORTING
AND DISCLOSURE
OPERATION
OF THE BOARD
RISK

Board diversity
A diverse group of skilled Directors helps us be a stronger
organisation that makes better decisions. In relation to
gender diversity, for 2023, the Board Nominations &
Governance Committee confirmed its objective of 40%
women, 40% men and 20% any gender for the composition
of the Westpac Board.
As Westpac has met its 2023 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 2023 is set
out below.
NUMBER OF FEMALE DIRECTORS ON THE BOARD
(4 OUT OF 10)
40%
FEMALE DIRECTORS
Independence
All 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 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 more than 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, and
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/Board Committees. The induction
program includes an opportunity to review key documents
and meet with a range of representatives from the
organisation, including the Chairman, the CEO, the Board
Committee Chairs and each Group Executive.
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
6
THE BOARD
INTRODUCTION

The Westpac Director Appointment & 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 2023 is set
out below. The length of service of each Director is set
out in Section 1 of the Directors’ report in our 2023 Annual
Report.
AVERAGE BOARD TENURE
0-3 years 40% 3-6 years 50% 6-9 years 10%
3.3 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 2023 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
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
FINANCIAL REPORTING
AND DISCLOSURE
OPERATION
OF THE BOARD
RISK

PERFORMANCE
REVIEWS
Board, Board Committees and
Directors
The Board undertakes ongoing self-assessment as well
as an annual performance review, which is periodically
conducted 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 and
priorities, ongoing succession planning and education,
and increasing the connection between the Board and
the Group’s businesses and operations.
Directors separately receive 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 2023
financial year evaluation of the full Board is being finalised
and will be completed prior to the end of the 2023
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 and the CFO;
—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 certain other senior
employees, 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, 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,
and those that are Accountable Persons under the
Banking Executive Accountability Regime 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 2023 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, FY23 performance
objectives and performance achieved, is contained in the
Remuneration Report in the Directors’ report (which is
located in our 2023 Annual Report).
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
8
THE BOARD
INTRODUCTION

ROLE OF THE BOARD
COMMITTEES
The Board is assisted by its four standing Board Committees and the key roles, responsibilities, and composition
requirements of each of the Board Committees are outlined in their respective Charter and are summarised in the
table below.
The Board Committee Charters are available on our website at www.westpac.com.au/about-westpac/westpac-group/
corporate-governance/constitution-board/. 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 2023 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
reviewing the monitoring of 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 and recommending for approval the Internal
Capital Adequacy Assessment Process, including target
capital ranges (where appropriate), and reviewing and
monitoring capital levels for consistency with the Board
Risk Appetite Statement;
—reviewing stress testing results, monitoring management
responses and, together with the Board, providing
recommendations for future scenarios;
—reviewing and recommending recovery and resolution
plans to the Board for approval, as required;
—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 risks associated with the Group’s
approach to customer remediation activities, the
management of customer complaints and hardship;
—providing oversight of the Group’s management of other
financial and non-financial risks including financial crime
risk, reputation and sustainability risks including climate
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.
—Audette Exel (Chair)
—Tim Burroughs
—Peter Nash
—Nora Scheinkestel
—Michael Ullmer
9
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
FINANCIAL REPORTING
AND DISCLOSURE
OPERATION
OF THE BOARD
RISK

COMMITTEEKEY RESPONSIBILITIES
COMPOSITION
REQUIREMENTSMEMBERSHIP
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;
—maintaining oversight of the external audit engagement,
including by making recommendations to the Board on
the external auditor’s appointment, removal (including
the rotation of the lead audit partner), and overseeing
the external auditor’s qualifications, performance,
independence and fees;
—overseeing the performance of the internal audit function;
—overseeing the integrity of the Group’s corporate reporting
including the Group‘s financial reporting and compliance
with prudential regulatory reporting and professional
accounting requirements;
—reviewing and discussing with management and the
external auditor half and full year financial statements,
Annual Report disclosures (including sustainability
disclosures) and the Climate Report (or any other periodic
sustainability reports agreed with the Committee from
time to time) and recommending their approval to the
Board; and
—reviewing and discussing the process by which
management assures the integrity of information on
Westpac Group earnings and key sustainability metrics.
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)
—Nerida Caesar
—Audette Exel
—Chris Lynch
—Michael Ullmer
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;
—reviewing the time required to be committed to Westpac
business by Non-executive Directors on the Board,
including reviewing the other commitments of those Non-
executive Directors; and
—reviewing and, where required, approving the Group’s
corporate governance policies.
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
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
10
THE BOARD
INTRODUCTION

The Board Committee composition changes which have
occurred in FY23 are set out in Section 9 of the Directors’
report, in our 2023 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 advisors.
Board and Board Committee
meetings
The number of meetings of the Board and Board
Committees for the financial year ended 30 September
2023, and each Director’s attendance is reported
in Section 9 of the Directors’ report, in our 2023
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 Board Audit Committee members have appropriate
financial experience, an understanding of the financial
services industry and satisfy the independence
requirements under the ASXCGC Recommendations,
Securities Exchange Act of 1934 (US) (as amended) and
its related rules.
The Board has determined that Mr Nash is an ‘audit
committee financial expert’ and independent in
accordance with US securities law.
The designation of Mr Nash as an audit committee financial
expert does not impose duties, obligations or liability on
him that are greater than those imposed on him as a Board
Audit Committee member, and does not affect the duties,
obligations or liability of any other Board Audit Committee
member or Board member. Audit committee financial
experts are not deemed as an ‘expert’ for any other
purpose.
Meeting with Regulators
The Directors met with representatives from the Australian
Securities and Investments Commission, Australian
Prudential Regulation Authority, Australian Transaction
Reports and Analysis Centre and the Australian Financial
Complaints Authority 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 2023 Annual Report.
11
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
FINANCIAL REPORTING
AND DISCLOSURE
OPERATION
OF THE BOARD
RISK

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 Diversity, Equity & Inclusion Strategy and Policy aims
to put people at the heart of everything we do and sets out
our objective to encourage a more inclusive workplace for
our people to support our customers. We are focused on
hiring, developing and retaining diverse talent in a culture
that embraces and celebrates differences, and allows
people to feel safe at work.
Our Diversity, Equity, and Inclusion
priorities for FY23-25
Our Executive Team oversees the Group-wide Diversity,
Equity, and Inclusion Plan and reviews progress twice
a year. Our FY23-25 Plan seeks to create an inclusive
environment for all employees by aspiring to:
—support our employees in the moments that matter
to them in both their career and personal lives;
—grow a workforce that takes action and advocates for
a more equitable and inclusive society – shifting from
being bystanders to upstanders; and
—build a workplace where it is safe to be yourself and
where your unique identity is celebrated through trusted
communities and allies.
1 Includes the full Executive Team other than the CEO.
2 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.
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 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 confirmed 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;
—achieve 50% (+/- 2%) women in our Senior Leadership
2
;
and
—maintain at least 50% women in our workforce generally.
More information is set out in the table below.
% FEMALESSEP-22SEP-23TARGETTARGET MET
Westpac Board40
40
40:40:20*Met
Executive Team45
50
40:40:20*Met
General Managers39
40
40 +/- 2%Met
Senior Leadership48
49
50 +/- 2%Met
Westpac workforce55
54
50Met
* 40% women, 40% men and 20% of any gender
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
12
THE BOARD
INTRODUCTION

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 positions has replaced the ‘Women
in Leadership
1
’ positions measurable objective that was in
place in previous reporting periods.
We aim to achieve gender pay equity, affirming that equal
pay must be given for equal work and experience. We
undertake a remuneration gap analysis annually to identify
issues and take steps to investigate and address any pay
gaps. We have also increased transparency around pay
allowing employees to openly discuss their pay with other
employees if they choose to.
We continue to seek to uphold a zero-tolerance approach
to 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
also introduced our ‘Upstander’ initiative which aims to grow
employee confidence and capability to speak up and take
action when they see or hear something that negatively
impacts others.
We have made progress against our commitments in our
fifth Reconciliation Action Plan (RAP) which launched last
year. To support our Aboriginal and Torres Strait Islander
employees, we have introduced a range of measures.
These initiatives align with the commitments outlined in our
RAP, including a new Elder in Residence program, a new
provision for community break, new leadership capability
opportunities and we held our first Indigenous employee
summit in FY23. We have introduced online Indigenous
cultural learning and face to face options for our people
leaders and introduced a suite of inclusive leadership
modules that aim to support an inclusive workplace.
We believe there is much work to be done to progress
reconciliation and move forward together and acknowledge
that we may at times fall short of the standards we expect
of ourselves. However, where we misstep, we aim to swiftly
set things right.
1 The ‘Women in Leadership’ positions objective in place during FY22 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, Bank Managers and Assistant
Bank Managers.
Our ten Employee Advocacy Groups help us strengthen
an inclusive culture by building trusted communities that
celebrate and advocate for 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), fertility leave, carers’ leave, wellbeing and
lifestyle leave, career breaks, purchased leave, uncapped
domestic and family violence support leave, gender
affirmation leave, Sorry Business leave, volunteer leave
and emergency services leave.
Further information on our inclusion and diversity programs
and performance, as well as a copy of our Diversity, Equity &
Inclusion Policy and Westpac’s Workplace Gender Equality
Agency (WGEA) report, can be found on our website at
www.westpac.com.au/about-westpac/inclusion-and-
diversity/.
RISK
FINANCIAL REPORTING
AND DISCLOSURE
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
13
OPERATION
OF THE BOARD

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 creating better futures together. In working to fulfill 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.
FIGURE 2 – PURPOSE, VALUES AND BEHAVIOURS
OUR
PURPOSE
Creating better futures together
OUR
PILLARS
Customer
care at the heart
Easy
to do business with
Expert
solutions and tools
Advocate
for positive change
OUR
VALUES
Helpful
Passionate about
providing a great
customer experience
Ethical
Trusted to do
the right thing
Leading Change
Determined to make it
better and be better
Performing
Accountable to get
it done
Simple
Inspired to keep it
simple and easy
OUR
BEHAVIOURS
> I work as one team
for our colleagues
and customers
> I support our
customers in the
moments that
matter
> I always ask
‘Should We?’
> I speak up and
constructively
challenge
> I look for ways to
innovate and embrace
new ways of working
and technologies
> I am inclusive and
embrace diversity of
thought and experience
> I am clear on my
role and I deliver on
my commitments –
‘if I say it I do it’
> I take ownership
for proactively
managing risk
> I always ask ‘can
this be simpler?’
> I clear the way to
make it easier and
quicker
Underpinning our values are 10 key behaviours (see Figure 2 above), which are expressed in simple, action-orientated
language and address important themes such as risk, ownership, diversity and digital.
Westpac’s Purpose, Values and Behaviours have been refreshed to reflect our new strategy. 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, that impact our day-to-day activities.
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
14
THE BOARD
INTRODUCTION

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 3 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.
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 3 – THE ‘SHOULD WE?’ TEST
RISK
FINANCIAL REPORTING
AND DISCLOSURE
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
15
OPERATION
OF THE BOARD

KEY POLICIES
We have a number of key policies that seek 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 those who speak up. 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 providing protections to whistleblowers
who are concerned that they may experience detrimental
conduct because of speaking up. They also engage
directly with whistleblowers to address risks of reprisal.
Whistleblowers may also raise a concern directly with a
Whistleblower Protection Officer.
The Westpac Group 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 (including 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.
The Westpac Group Speaking Up Policy is available on
our website at www.westpac.com.au/about-westpac/
westpac-group/corporate-governance/principles-
policies/.
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
16
THE BOARD
INTRODUCTION

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. 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.
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 they will 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 actual, potential and perceived
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 Australian 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 in our operations and supply chain, and
the actions taken to address the risks. Westpac published
a joint statement for FY22 on behalf of itself and certain
reporting entities that addressed the requirements of both
Acts.
The Westpac Group’s 2022 Modern Slavery Statement
was published in March 2023 and can be located at www.
westpac.com.au/content/dam/public/wbc/documents/
pdf/aw/sustainability/wbc-2022-modern-slavery-
statement.pdf.
Customer Advocate
Westpac’s Customer Advocate provides advice and
guidance to our complaints team regarding complaints
raised by customers in relation to personal banking and
small business 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.
RISK
FINANCIAL REPORTING
AND DISCLOSURE
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
17
OPERATION
OF THE BOARD

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 core business practice.
We participate in a number of voluntary initiatives including
the Global Reporting Initiative (GRI), the UN Global
Compact and the Taskforce on Climate-Related Financial
Disclosures (TCFD). We report on the most material
sustainability topics, identified in our annual materiality
assessment and aligned with the GRI requirement, in our
Annual Report. The Annual Report and Climate Report
includes sustainability governance and risk management
disclosures as per the TCFD recommendations available
on our website at www.westpac.com.au/about-westpac/
investor-centre/annual-report/.
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 2023 Annual Report
(see pages 18 to 19, pages 36 to 47, and pages 145 to 164).
In addition, our Climate Change Position Statement and
Action Plan, our Climate Report, 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 19.
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 and
embedding 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 Three Lines of Defence model and
strengthening our risk culture. For further information
about the CORE program, refer to the Strategic Review
in our 2023 Annual Report.
The Group’s Risk Management Framework, 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 Risk Management Framework, 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 2023.
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
Risk Management Strategy, as well as required controls and
actions. RISKCO is supported by a number of management
subcommittees. RISKCO and these subcommittees
provide an important channel for senior management
to communicate and report on risk matters.
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
18
THE BOARD
INTRODUCTION

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
existing 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 and
scenario analysis to assess
potential impacts that
changes to
existingand
emerging risks may have
on the Group, including
on our capital
Having appropriate 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
appropriate people and forums on a
timely basis to support decision making
Customers
Board approved 23 March 2023
FINANCIAL REPORTING
AND DISCLOSURE
RISK
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
19
OPERATION
OF THE BOARD

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 continues to work 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 2023 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 (see Figure 4 below).
FIGURE 4 – WESTPAC THREE LINES OF DEFENCE
First Line
Own and manage risk
All Divisions and Functions excluding Risk and Audit Functions
Third Line
Independent
Assurance
Audit Function
Second Line
Insight, Oversight and Challenge
Risk Function
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
20
THE BOARD
INTRODUCTION

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 2023.
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 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.
FINANCIAL REPORTING
AND DISCLOSURE
RISK
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
21
OPERATION
OF THE BOARD

Group Audit (internal audit)
Group Audit is independent of the first and second lines
of defence and provides independent assurance and
insight on the adequacy and effectiveness of the Group’s
governance, risk management and internal controls to the
Board, Board Committees, CEO and business units.
Group Audit is governed by a charter approved by the
Board Audit Committee that sets out its purpose, role,
scope and responsibilities. To support the independence
and standing of Group Audit, the General Manager, Group
Audit has a direct reporting line to the Chairman of the
Board Audit Committee and for administrative purposes
only, to the CFO.
Group Audit has the right to unrestricted and private
access to the CEO and Senior Executive team, the Board
Chairman and Chairman of the Board Audit Committee,
other Board members where relevant and external
regulators. Group Audit’s responsibilities include attending
and presenting reports, as appropriate, at Board and
relevant Board and Management 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 overseeing 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
that the information is accurate and not misleading. The
process may also involve review by internal subject matter
experts (and as appropriate, our external advisors); 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 be required to be
approved by the Disclosure Committee or the Board under
our Market Disclosure Policy – as described below.
Market disclosure
We seek to provide all investors with equal, timely,
accurate, balanced and meaningful information.
Consistent with these standards, our Board-approved
Market Disclosure Policy governs how we communicate
with our shareholders and the investment community.
Our 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.
WESTPAC GROUP 2023 CORPORATE GOVERNANCE STATEMENT
22
THE BOARD
INTRODUCTION

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.
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, Customer & 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 or a Committee of Directors of 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 hard copy;
—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 webcast with
a replay available for viewing in our Investor Centre.
Westpac engages with shareholders and shareholder
groups throughout the year to gather feedback and allow
them to ask questions. This feedback assists the Group’s
decision making and allows us to address any key themes
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 or via the telephone.
Shareholders taking part in our 2023 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 is conducted by
a poll.
FINANCIAL REPORTING
AND DISCLOSURE
RISK
DIVERSITY, ETHICAL
DECISION MAKING, KEY
POLICIES & SUSTAINABILITY
23
OPERATION
OF THE BOARD

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