Introduction

  • The Commonwealth Bank of Australia (Bank) and its related bodies corporate (collectively, Group) are committed to continuously improving our governance practices and ensuring that they are aligned with our business and stakeholders’ needs. Effective corporate governance is key to the Bank’s ability to deliver on our purpose and strategy.

    The Board regularly reviews and refines its corporate governance arrangements and practices in light of new laws and regulations, evolving stakeholder expectations and the dynamic environment in which the Group operates.

    The Corporate Governance Statement describes the key governance arrangements and practices of the Group, current as at 10 August 2022. The Bank has followed the fourth edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX 4th Edition) for the reporting period ending 30 June 2022.

Culture

  • The Bank remains focussed on shaping an evolving culture that supports the achievement of business strategies, including sustaining our focus on risk culture to enable better outcomes for our customers and stakeholders.

    Purpose and values

    The Bank’s purpose is to build a brighter future for all.  We are guided by our values:

    • Care
    • Courage
    • Commitment

Policies

  • Policies play a vital role in guiding decision-making and conduct across the Group. The Bank remains focused on enhancing the Group’s policy framework to ensure our policies and supporting procedures are fit for purpose.  

    Code of Conduct

    The Group's Code of Conduct sets the standards of behaviour, actions and decisions expected of our people (including Board members, employees and contractors) when engaging with, and balancing the interests of, the Bank’s stakeholders. The Code connects our purpose and values with a ‘Should We?’ test, to help deliver the right outcomes for all stakeholders. It guides our decision-making, sets clear boundaries, and provides a roadmap for getting help when we run into unanticipated challenges.

    Whistleblower Protection

    The Group is committed to fostering a culture where our people and others feel safe to speak up on matters or conduct that concerns them. The Group Whistleblower Policy provides clarity on how the Group will support and protect our people and others to express their concerns, as well as the manner in which concerns can be raised and will be managed. 

    Anti-Bribery and Corruption

    The Group is committed to embedding a zero appetite culture for bribery, corruption and facilitation payments. An Anti-Bribery & Corruption (AB&C) framework, comprising a Group AB&C Policy and Standard has been created to:

    • formally acknowledge the serious nature of bribery and corruption;
    • prohibit the giving, receiving or offering of bribes, facilitation payments or other improper benefits to/from another person, including public officials;
    • identify potential risks and appropriate controls relating to key bribery and corruption risk areas such as the offering or accepting of gifts and entertainment; sponsorships and donations; hiring opportunities as well as the engagement of third party service providers who may act for or on behalf of the Group;
    • require all parts of the Group to identify and understand the bribery and corruption risks relevant to their operations, and implement appropriate controls; and
    • outline the requirements for escalating and reporting Group AB&C policy breaches.

    Inclusion and Diversity 

    The Group Inclusion and Diversity Policy outlines our approach and commitment to inclusion and diversity. The policy states the principles our employees and senior leaders are expected to work towards to deliver a workplace that is safe, accessible and inclusive, where everyone feels valued and respected.

    Fit and Proper

    The Group Fit and Proper Policy addresses the requirements of APRA’s Prudential Standards CPS 520 Fit and Proper and SPS 520 Fit and Proper. The policy requires all persons appointed to a Responsible Person role (including CBA Directors) to satisfy the fit and proper requirements prior to their initial appointment, and be re-assessed regularly, or at any time when information that may affect their fit and proper status becomes known. 

    Conflicts Management

    The Group Conflicts Management Policy is designed to ensure that actual, perceived or potential conflicts of interests are identified, managed or prevented. The policy and associated procedures outline the organisational and administrative arrangements in place to support the identification and management of conflicts of interest.

    Securities Trading

    The Group Securities Trading Policy sets out when our people and their associates may deal in securities, including Group securities.

    The policy prohibits dealing in securities when in possession of inside information. It also prohibits certain specified persons and their associates from dealing in Group securities except during limited ‘trading windows’. 

Risk Management and Assurance

  • The Group monitors and manages its exposure to financial, non-financial and strategic risks, and is committed to having risk management policies, processes and practices that support a high standard of risk governance whilst enabling management to undertake prudent risk-taking activities.

    The Group’s Risk Management function designs and oversees the Group Risk Management Framework for managing the Group’s material risk types.

    The Group Risk Management Framework covers the systems, structures, policies, processes and people that identify, measure, evaluate, monitor, report and control or mitigate both internal and external sources of material risk. It incorporates three key documents:

    • Group Strategy;
    • Group Risk Appetite Statement; and
    • Group Risk Management Approach.

    Environmental and Social Policy

    The Group’s Environmental and Social Policy outlines our commitment to managing Environmental and Social responsibilities, including climate change, human rights and modern slavery.

    The Group regularly assesses and discloses our Climate-related progress, performance and the Group’s plans in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). This includes climate-related governance, strategy, risk management, metrics and targets. 

    In addition, we outline our progress and commitments against social objectives including through our Modern Slavery and Human Trafficking Statement and our Reconciliation Action Plan and associated reporting. Our reports are available on our website at commbank.com.au/sustainabilityreporting.

Stakeholder Engagement

  • The Bank works closely and constructively with our wide range of stakeholders which allows us to understand the issues that matter most to them.

    Customers

    The Bank has a dedicated Customer and Community Advocacy team. This team represents the voice of the customer and community within the Bank to improve customer outcomes. They do this by working with the business to:

    • improve accessibility and financial inclusion by removing barriers to banking; 
    • find-and-fix issues that could have a negative impact on customers, including by identifying and eliminating systemic issues/themes;
    • provide a helping hand to customers in vulnerable circumstances and being an escalation point for frontline staff;
    • improve customer advocacy in decision-making; and
    • restore relationships between our people, our customers and our community, particularly through complaint resolution.

    The Bank engages with our customers and the community through feedback channels, surveys and workshops, customer representative bodies, and community-based engagement.

    Community

    To deliver sustainable outcomes and financial wellbeing for our stakeholders, first we must understand the expectations of the communities in which we operate.

    We have a program of regular and ongoing engagement with members of the community, through a variety of channels, and use the insights we gain to improve our products and services. This in turn allows us to deliver better outcomes for our customers.

    Our People

    The Bank is committed to:

    • building an inclusive and diverse culture;
    • supporting flexible work practices;
    • providing our people, regardless of their gender, age, sexual orientation, ethnicity or other identities, characteristics or experiences, with access to paid leave and other support to assist them with caring and family responsibilities; and
    • rewarding our people appropriately.

    Shareholders

    The Bank seeks to provide shareholders with information that is timely, of high quality and relevant to their investments. Our investor relations program facilitates two-way communication between the Bank and shareholders. We are committed to listening and responding to shareholder queries, feedback and surveys. Regular updates are provided to the Board so that it has a good understanding of current shareholder views.

    Corporate Reporting

    The Audit Committee assists the Board to discharge its responsibilities on matters relating to the external reporting of financial information for the Group.

    The Group Publicly Issued Documents and Marketing Materials Policy establishes the principles for an approval process for public documents and marketing materials including periodic corporate reports such as the Annual Report, profit announcements, quarterly trading updates and Pillar 3 reports.

    Continuous Disclosure

    All market sensitive information is released to ASX in compliance with the Bank’s continuous disclosure obligations under the Corporations Act and the ASX Listing Rules.

    The Group Continuous Disclosure Policy provides the framework for dealing with market sensitive information and seeks to ensure that the Group complies with its continuous disclosure obligations.

    Annual General Meeting

    The Bank recognises the importance of shareholder participation at our AGM.

    The 2022 Annual General Meeting will be held on Wednesday, 12 October 2022.

    More information about our 2022 AGM will be released to the ASX and available on our Annual General Meetings website when available.

    Electronic Communications

    Shareholders are strongly encouraged to provide the Bank’s share registry, Link Market Services, with their email address so that the Bank can communicate important information efficiently. Link Market Service’s contact details are provided on our website at commbank.com.au/investors.

Board Composition, Performance and Committees

  • Board’s Role and Responsibilities

    The Board’s role and responsibilities, including matters specifically reserved to it, are set out in the Board Charter.

    Board Composition

    Current membership of the Board is set out below:

    • Paul O'Malley - Chairman
    • Matt Comyn - Executive Director
    • Shirish Apte - Independent Non-Executive Director
    • Genevieve Bell AO - Independent Non-Executive Director
    • Julie Galbo - Independent Non-Executive Director
    • Peter Harmer - Independent Non-Executive Director
    • Simon Moutter - Independent Non-Executive Director
    • Mary Padbury - Independent Non-Executive Director
    • Anne Templeman-Jones - Independent Non-Executive Director
    • Rob Whitfield AM - Independent Non-Executive Director

    Details of the Directors’ respective experience and qualifications can be viewed here.

    Constitution

    The Bank’s Constitution, incorporating amendments up to and including all amendments passed at the Annual General Meeting on 16 October 2019, is available here.

    Board Committees

    The Board has four principal committees that assist it in carrying out its responsibilities.  These are listed below and the Charters can be accessed from the following links:

    Current membership of each Board Committee is as follows:

    • Nominations Committee: Paul O'Malley (Committee Chairman), Genevieve Bell AO, Mary Padbury and Rob Whitfield AM
    • Audit Committee: Anne Templeman-Jones (Committee Chairman), Shirish Apte, Peter Harmer, Paul O'Malley, and Rob Whitfield AM
    • Risk & Compliance Committee: Rob Whitfield AM (Committee Chairman), Shirish Apte, Simon Moutter, Paul O'Malley and Anne Templeman-Jones
    • People & Remuneration Committee: Simon Moutter (Committee Chairman), Genevieve Bell AO, Peter Harmer, Paul O'Malley and Mary Padbury


    Further information on the Group’s key governance arrangements and practices is set out in the 2022 Corporate Governance Statement.