Introduction

  • The Commonwealth Bank of Australia (Bank) and its related bodies corporate (collectively, Group) is committed to our strategy to build tomorrow’s bank today for our customers and to fulfil our purpose of building a brighter future for all. Effective 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 11 August 2021. 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 2021.

Culture

  • The Bank remains focussed on shaping a culture that supports the achievement of business strategies and drives decisions and actions that lead to 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 the Board) 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 outcomes we expect. It guides our decision-making, sets clear boundaries, and provides a roadmap for getting help when we run into 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 & 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 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 annually, or at any time 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 outlines 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’. 

    Modern Slavery and Human Trafficking

    During December 2021, the Group published its Modern Slavery and Human Trafficking Statement 2021 in compliance with Australia’s Modern Slavery Act 2018 (Cth) and the UK Modern Slavery Act. The Statement outlines the actions taken by the Group to identify and mitigate modern slavery and human trafficking in our operations and supply chains, over the financial year ending 30 June 2021.

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

    Exposure to Environmental and Social Risk

    The Bank has implemented policy frameworks for considering Environmental and Social (E&S) risks, including climate change. These risks could adversely affect the Group and the achievement of its objectives.

    The Group’s approach to climate change (including strategy, risk management, metrics and targets) is in line with the TCFD recommendations. 

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 enhance and protect customer outcomes. They do this by:

    • removing barriers to banking that stand in the way of financial inclusion;
    • finding and fixing issues that could have a negative impact on customers, including by identifying and eliminating systemic issues/themes;
    • providing a helping hand to customers in vulnerable circumstances and being an escalation point for frontline staff;
    • building a better bank by improving customer advocacy in decision-making; and
    • restoring relationships between our people, our customers and our community, particularly through complaint resolution.

    The Bank also engages with our customers through customer feedback, surveys and workshops, customer representative bodies, complaint channels and external dispute resolution bodies.

    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 engage with members of the community through a variety of. channels and use the insights we gain to improve our products and service. 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 investment. 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 and 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 the 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 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 Investor Centre.

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:

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


    Further information on the Group’s key governance arrangements and practices is set out in the 2021 Corporate Governance Statement.