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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.
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.
The Bank’s purpose is to improve the financial wellbeing of our customers and communities. We are guided by our values:
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.
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.
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.
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:
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.
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.
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.
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’.
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.
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 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.
We seek to engage with our stakeholders to strengthen our partnerships with them and enhance our community participation.
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:
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.
The Bank is committed to:
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.
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.
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.
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.
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.
The Board’s role and responsibilities, including matters specifically reserved to it, are set out in the Board Charter.
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 16 October 2019, 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 2020 Corporate Governance Statement.
