The Commonwealth Bank of Australia (Bank) and its related bodies corporate (collectively, Group) is committed to creating long-term value sustainably through improving the financial wellbeing of our customers and communities. The Bank is focused on strengthening its governance to achieve better customer and risk outcomes.
The Bank’s corporate governance arrangements and practices are regularly refined in light of new laws, evolving stakeholder expectations and the dynamic environment in which the Bank operates.
The Corporate Governance Statement describes the key governance arrangements and practices of the Group, current at 8 August 2018. These arrangements and practices followed the recommendations set out in the third edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations during the year ended 30 June 2018.
The Bank is focused on shaping a more accountable culture that not only supports the achievement of business strategies, but also drives decisions that are lawful, ethical and responsible, and that lead to better customer and risk outcomes.
The Bank’s purpose is to improve the financial wellbeing of our customers and communities. Our values are:
The Bank’s policies play a central role in setting decision-making rights and conduct expectations across the Group. The Bank is strengthening the governance of our policies, as well as making them simpler and easier to understand. Key policies imposing conduct standards follow.
Code of conduct
This Code sets out expectations for how we act, solve problems and make decisions. Our Code of Conduct is the ultimate guide for how we do things at the Commonwealth Bank. It describes the standards of conduct we expect. The Code connects our Purpose, Values Expectations (with a ‘Should We?’ test) and key Group Policies to help us to deliver the right outcomes for all our stakeholders.
Whistleblower protection
The Bank is committed to a culture that encourages our people and others to speak up about issues or conduct that concerns them. The Group Whistleblower Policy outlines the actions taken to protect a whistleblower from any retaliation or victimisation, including protection from termination of employment, harassment and discrimination. It is aligned with the Australian Bankers’ Association’s “Guiding Principles – Improving Protections for Whistleblowers”, and is summarised here.
Anti-bribery and corruption
The Bank is committed to embedding a zero appetite culture for bribery, corruption and facilitation payments across our business. Our Anti-Bribery and Corruption Policy requires all parts of the Group to:
A summary of the policy can be found here.
Conflicts of interest
The Bank’s Conflicts of Interest 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 that have been put in place to support the identification and management of conflicts of interest. A summary of the policy is available here.
Securities trading
The Group Securities Trading Policy sets out when our people and their associates may deal in Group securities. The policy prohibits:
Slavery and human trafficking
During the 2018 financial year, the Group published its second Slavery and Human Trafficking Statement which disclosed the actions taken by the Group to prevent slavery and human trafficking in our business and supply chain during the year ended 30 June 2017. The statement is intended to comply with the requirements of the UK Modern Slavery Act.
The Group is exposed to both financial and non-financial risks, and is committed to having risk management policies, processes and practices that support a high standard of governance.
The Group’s Risk Management function has designed, and oversees implementation of, a Risk Management Framework (Risk Framework) to allow the Group to manage risks within a Board-approved risk appetite.
The Risk Framework covers all 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: the Group’s Risk Appetite Statement, the Group’s Risk Management Approach, and the Group’s Strategic Business Plan.
The Risk Framework is regularly reviewed in light of emerging risks arising from the changing business environment, better practice approaches, regulatory and community expectations.
The Bank is committed to providing better outcomes for customers, earning back the trust of communities, responsibly rewarding our people and delivering sustainable, long-term value to shareholders.
The Bank engages with customers in numerous ways, including through customer feedback and complaint channels, surveys and workshops, customer representative bodies, and external dispute resolution bodies. Customers can also contact us via phone, electronically or post.
The Group has a customer advocate function to strengthen accountability for fair customer outcomes and offer a more customer-oriented approach to the Group’s business.
Engagement with the Bank’s communities provides insights into improving services and products to meet changing societal needs. The Bank engages with community organisations and members through direct and indirect channels, including external advisory panels, industry memberships, meetings, and support of events and summits.
The Group recognises the value of a diverse workforce and the need for our people to reflect our customers and local communities. The Group is committed to creating and maintaining an inclusive workplace culture that will provide sustainability for the organisation into the future.
This commitment is articulated in the Group’s Diversity and Inclusion Policy and extends to all areas of our business, including recruitment, talent development and identification, appointment to roles, Board appointments, retention of employees, promotions, performance assessment, mentoring and coaching programs, flexible work arrangements, forms of leave available to employees, succession planning, learning and development, and the Group’s other policies and procedures.
The Diversity and Inclusion Policy acknowledges that the Board sets measurable objectives for diversity, including gender diversity. The policy requires the Board to assess those objectives annually, as well as the progress in achieving the objectives.
More information on the Group’s approach to diversity and inclusion is available here, together with copies of the Bank’s Accessibility and Inclusion Plan 2017-2020 and Reconciliation Action Plan 2017-2019.
The Bank seeks to provide shareholders with information that is timely, of high quality and relevant to their investment. The Bank is committed to listening and responding to shareholder feedback.
An investor relations program facilitates two-way communication between the Bank and shareholders, and fosters participation at shareholder meetings. The program incorporates a number of ways in which shareholders can access information and provide feedback.
Reporting
Key shareholder communications include the Group’s Annual Report, full-year and half-year financial results and quarterly trading updates.
Disclosure
The Bank takes its continuous disclosure obligations seriously. All material information is released to the ASX in compliance with the Bank’s continuous disclosure obligations under the Corporations Act 2001 and the ASX Listing Rules.
The Bank has a written policy for complying with these disclosure obligations. The Continuous Disclosure Policy was reviewed and updated in March 2019.
Annual General Meetings
The Bank recognises the importance of shareholder participation in meetings. Shareholders are strongly encouraged to attend, and participate in, the Bank’s AGMs. The location of AGMs are rotated between capital cities to facilitate shareholder attendance.
The Bank also encourages shareholders to submit their questions ahead of AGMs, as they provide useful insights into shareholder concerns and enable the Bank to provide relevant feedback.
Electronic communications
Shareholders are encouraged to communicate with the Bank electronically and a contact email address is provided on the Investor Centre for this purpose. Shareholders are also encouraged to provide the Bank’s share registry, Link Market Services, with their email addresses, so that the Bank may communicate electronically about relevant matters, including AGMs, Annual Reports and dividend payments. Link Market Service’s contact details are provided on the Investor Centre.
The Board appoints the CEO, sets the strategic objectives of the Bank with input from management, and oversees the management, performance, remuneration and governance frameworks of the Group.
The Board has delegated the management of the Bank to the CEO. Except for any specific powers reserved by the Board, or delegated to its Committees or an individual director, the CEO may make all decisions and take any action necessary to manage the Bank. Notwithstanding the delegations by the CEO, the CEO is accountable to the Board for the exercise of the delegated powers and management’s performance.
The Board’s role and responsibilities, including matters specifically reserved to it, are set out in the Board Charter.
The Board’s approach to its composition and renewal emphasises the need for:
Current membership of the Board is set out below:
Details of the Directors’ respective experience and qualifications can be viewed here.
The Bank’s Constitution, incorporating amendments up to and including all amendments passed at the Annual General Meeting on 13 November 2008, is available here.
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:
Further information on the Group’s key governance arrangements and practices is set out in the 2018 Corporate Governance Statement.
