Introduction

The Commonwealth Bank of Australia (Bank) and its related bodies corporate (collectively, Group) is committed to our strategy of becoming a simpler better bank, to fulfil our purpose of improving the financial wellbeing of our customers and communities. Good governance is key to the Bank’s ability to deliver on our purpose and strategy.

The Bank’s corporate governance arrangements and practices are regularly reviewed and refined in light of new laws and regulations, 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 as at 12 August 2020.  These arrangements and practices met all of the requirements of the fourth edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Recommendations) during the year ended 30 June 2020. 

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 improve the financial wellbeing of our customers and communities.  We are guided by our values:

  • We do what is right;
  • We are accountable;
  • We are dedicated to service;
  • We pursue excellence; and
  • We get things done.

Policies

Policies play a key 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 articulates the standards of behaviour expected of our people when engaging with, and balancing the interests of, the Bank’s stakeholders. The Code connects our purpose and values expectations with a ‘Should We?’ test, to help deliver the right outcomes.

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 tolerance appetite 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 of bribes, facilitation payments or other improper benefits to 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.

Diversity and Inclusion

The Group Diversity and Inclusion Policy outlines our approach and commitment to diversity and inclusion. 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 Prudential Standards CPS 520 and SPS 520.  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 the 2020 financial year, the Group published its latest Modern Slavery and Human Trafficking Statement, which discloses the actions taken to identify and mitigate slavery and human trafficking in our business and supply chain. The statement complies with the requirements of the UK Modern Slavery Act. 

Risk Management and Assurance

The Group has exposure to both financial and non-financial 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 a Risk Management Framework (Risk Framework) for managing the Group’s material risk types.

The Risk 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: 

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

Exposure to Environmental, Social and Governance (ESG) Risks

The Bank has implemented policy frameworks for considering environmental, social and governance risks, including climate change.

The Group’s approach to climate, strategy, risk management, metrics and targets is in line with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. 

Stakeholder Engagement

We seek to engage with our stakeholders to strengthen our partnerships with them and enhance our community participation. 

Customers

We engage with our customers through customer feedback, surveys and workshops, customer representative bodies, complaint channels and external dispute resolution bodies.

Since 2016, our Customer Advocate has championed fairness for customers 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;
  • providing a helping hand to customers through initiatives and programs that protect against financial abuse, support mental health, and respond to the needs of those in vulnerable circumstances;
  • building a better bank by improving customer advocacy in decision making; and
  • restoring relationships between our people, our customers and our community.

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 and community organisations through a variety of channels. We are guided by insights from our community partners to improve our products and services. This delivers better outcomes for our customers. We also ask our staff what community initiatives that want the Bank to support.

Our people

The Bank is committed to:

  • building a more inclusive and diverse culture;
  • supporting flexible work practices;
  • providing our people, regardless of gender or sexual orientation, with access to paid leave and other support to assist them with caring and family responsibilities; and
  • rewarding our people responsibly.

Shareholders

The Bank seeks to provide shareholders with information that is timely, of high quality and relevant to their investment. The Bank’s investor relations program facilitates two-way communication between the Bank and shareholders and a dedicated telephone number and email address for shareholder inquiries is provided on the Investor Centre.

Corporate Reporting

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

The Group’s Policy on Publicly Issued Documents and Marketing Materials establishes the principles for an approval and verification process for public documents.

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.

Having considered guidance from the Australian Government and Regulators, and with the health and safety of our shareholders, our employees, and the broader community in mind, the 2020 AGM will be held virtually to facilitate shareholder attendance during the COVID-19 pandemic.

More information about our 2020 AGM is available on our Investor Centre.

Electronic Communications

Shareholders are encouraged to provide the Bank’s share registry, Link Market Services, with their email address, so that we 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
  • 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, Catherine Livingstone AO,  and Rob Whitfield AM
  • Risk & Compliance Committee: Rob  Whitfield AM (Committee Chairman), Shirish Apte, Catherine Livingstone AO, Paul O'Malley and Anne Templeman-Jones
  • People & Remuneration Committee: Paul O'Malley (Committee Chairman), 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 2020 Corporate Governance Statement.