Corporate Governance Statement 2014 - Bendigo and Adelaide Bank

19 Pages·2015·0.45 MB·English

Corporate Governance
Statement 2020
Introduction
The context for our approach to corporate governance
is our vision, strategy, values and purpose.
Our vision
Our vision is to be Australia’s bank of choice.
Our strategy
Our strategy is to reduce complexity,
invest in capability and tell our story.
Our values
• Teamwork: We are one team with one vision. We work together,
encourage diversity and respect the contribution of each
individual.
• Integrity: We build a culture of trust. We are open, honest and fair.
• Performance: We strive for lasting success for all our
stakeholders. We seek and provide feedback and find a better
way.
• Engagement: We listen, understand – then deliver. We build our
success through the success of others.
• Leadership: We all lead by example. We show initiative, are
accountable and empower others.
• Passion: We believe in the importance of what we do and are
proud of our bank.
Our purpose
Our purpose is what brings it all together, the written expression
of our company’s long-held philosophy. It articulates why we’re
here, what we believe in, and why we do and say the things we do.
Our purpose is to feed into the prosperity of our customers and
their communities, not off it. Our governance framework provides a
system for the oversight of decision-making, actions and behaviour
to make sure we live our values, focus on our strategy and align
with our purpose.
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Overview of
our corporate
governance
In setting up our corporate governance framework and reviewing and
enhancing it we have considered APRA prudential standards and
guidance and the ASX Corporate Governance Council Principles and
Recommendations.
For the whole of the 2020 financial year we adopted the ASX Corporate Governance
Council’s fourth edition recommendations. A summary of the ASX recommendations
and our adoption of them, together with a copy of the policies and other documents
referred to in this report, are available at https://www.bendigoadelaide.com.au/
corporate_governance/index.asp.
This corporate governance statement is accurate and up to date as at 7 September
2020 and has been approved by the Board.
We have set out the key structural elements of our corporate governance framework
below by way of overview. The corporate governance framework applies across the
Bank and its subsidiaries (the Group).
Board and Board committee Structure
Shareholders
Board
Audit Credit Governance & HR Risk Technology
Committee Committee Committee Committee Committee
Managing Director
Reporting to Board and executing delegated powers
Executive Committee
CORPORATE GOVERNANCE STATEMENT 2020 3
Our Board
Our Directors
Our Directors and their Board committee roles assessed each non-executive Director as independent. For
these purposes, an independent Director is a non-executive
are set out below. More information about each
Director who is free from any business or other association
Director is in the Directors’ Report in the 2020 Annual
(including those arising out of a substantial shareholding,
Financial Report (available from our website). involvement in past management or as a supplier, customer
or adviser) that could materially interfere with the exercise of
The composition of the Board changed during the year as
their independent judgment.
Robert Johanson retired from the Board and his role as Chair
on 29 October 2019. Jacqueline Hey commenced as Chair of There were no relevant relationships to consider for any
the Board at the conclusion of the Annual General Meeting on Director other than Director tenure. The Board assessed
29 October 2019.
that the Directors are independent and that they continue
All our Directors, apart from our Managing Director, are non- to test and challenge Executives and senior management
executive Directors. The Board assesses the independence of constructively and exercise independent judgment on matters
each non-executive Director on an annual basis and, for 2020, presented for Board decision.
Jacqueline Hey Appointed: 2011 Last re-election: 2017 Jacqueline worked with Ericsson
Independent, Chair for more than 20 years in finance,
Committees: Technology, Governance
marketing and sales and in leadership
BCom, Graduate & HR
roles in Australia, Sweden, the UK and
Certificate in Management,
Jacqueline has experience the Middle East.
GAICD, 54 years
in information technology, Current Director and memberships:
telecommunications, finance, risk Director, Qantas Airways Limited,
management and marketing, including AGL Energy Limited, Cricket Australia;
as CEO/Managing Director of Ericsson Member, Brighton Grammar School
in the UK and in Australia. Council.
Marnie Baker Appointed as Managing Director: 2018 and has been an Executive of the Bank
Managing Director (employee from 1989) since 2000.
BBus (Acc), ASA, MAICD, Marnie has more than 30 years’ Current Director and memberships:
experience in banking and financial Deputy Chair, Australian Banking
SFFin, 52 years
services, including retail banking, Association Council; Member,
financial planning, funds management, Business Council of Australia, La Trobe
payment systems, technology and University’s Bendigo Regional Advisory
treasury and financial markets. She Board, Mastercard (Asia Pacific)
has held senior roles across the Bank Advisory Board.
Vicki Carter Appointed: 2018 Last election: 2018 Vicki is currently employed as Executive
Independent Director, Transformation at Telstra. Prior
Committees: Technology (Chair), Credit,
to this Vicki held several executive roles
BA (Social Sciences), Dip Governance & HR at NAB, as well as senior leadership
Mgt, Certificate in Executive Vicki has more than 30 years’ roles at MLC, ING and Prudential.
Coaching, GAICD, experience in the financial services
56 years sector including retail banking and
more recently in business technology.

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David Foster Appointed: August 2019 Last election: with Westpac and Suncorp Bank,
Independent 2019 including CEO of Suncorp Bank.
B.AppSci, MBA, GAICD, Committees: Credit (Chair), Risk Current Director and memberships:
Chair, Motorcycle Holdings Limited;
SFFin, 51 years David is an experienced non-
Director, G8 Education Limited, Genworth
executive Director. He holds several
Mortgage Insurance Australia Limited,
directorships across a range of listed
Youi Holdings Pty Ltd, Peak Services Pty
and government organisations. David’s
Ltd; Member, University of the Sunshine
earlier executive career spanning 25
Coast Council.
years was primarily in financial services
Jan Harris Appointed: 2016 Last election: 2019 Cabinet, including as Deputy Secretary
Independent of the Treasury.
Committees: Risk (Chair), Audit
BEc (Hons), 61 years Jan has had a distinguished career in Current Director and memberships:
External Member, Audit and Risk
the Australian public service with broad
Committee of the Australian Security
experience in public and regulatory
Intelligence Organisation; Member,
policy development, economics and
Australian Office of Financial
governance. Jan has held senior roles
Management Audit Committee.
in the Department of Treasury and the
Department of the Prime Minister and
Jim Hazel Appointed: 2010 Last re-election: 2017 Current Director and memberships:
Independent Chair, Ingenia Communities Group
Committees: Credit, Risk
Limited; Director, Adelaide Football
BEc, SFFin, FAICD, 69 years Jim is a professional public company Club Limited, Coopers Brewery Limited;
Director who has had an extensive Chair, Adelaide Festival Centre Trust;
career in banking and finance, including Pro Chancellor, University of South
in the regional banking industry. Australia.
Robert Hubbard Appointed: 2013 Last re-election: 2019 where he was the auditor of some of
Independent Australia’s largest listed companies.
Committees: Audit (Chair), Risk,
Rob is now a professional non-
BA(Hons) Accy, FCA, 61 years Technology executive Director.
Rob is an accountant with finance,
Current Director and memberships:
audit and risk management experience
Chair, Orocobre Limited, Healius Limited;
based in Queensland. He retired as a
Director, L&R Foundation Pty Ltd.
Partner of PricewaterhouseCoopers
in 2013 after 22 years practising in the
areas of corporate advice and audit,
David Matthews Appointed: 2010 Last re-election: 2019 David is involved in several agricultural
Independent industry bodies. David chaired the first
Committees: Audit, Credit, Governance
Community Bank company in Rupanyup
Dip BIT, GAICD, 62 years & HR and Minyip.
Group and joint venture Directorships:
Current Director and memberships:
Member, Community Bank National
Director, Australian Grain Technologies
Council; Chair, Agribusiness Advisory
Pty Limited, Farm Trade Australia Pty
Committee.
Limited, Rupanyup/ Minyip Finance
David operates a farm and an Group Limited (Rupanyup/Minyip
agricultural import and export business Community Bank branch).
based in the Wimmera region of Victoria.
CORPORATE GOVERNANCE STATEMENT 2020 5
Our Directors continued
Tony Robinson Appointed: 2006 Last re-election: 2018 Current Director and memberships:
Independent Chair, Pacific Current Group Limited;
Committees: Governance & HR (Chair),
Director, PSC Insurance Group Limited,
BCom, ASA, MBA, Audit, Technology River Capital Pty Ltd
62 years Tony has many years’ experience
in financial services, particularly
wealth management and insurance.
Tony’s previous roles include CEO of
Centrepoint Alliance Limited, IOOF
Holdings Limited and OAMPS Limited.
The role of our Board
The Board has the following key approving regulatory financial disclosures.
responsibilities. More information is contained • Risk: This includes considering recommendations
of the Risk Committee, including in relation to
in the Board charter (available from our
risk culture, the risk management strategy and
website at https://www.bendigoadelaide.
framework, risk appetite, capital adequacy,
com.au/globalassets/documents/ capital management, and the effectiveness of
risk management. It also includes considering
bendigoadelaide/governance/charters/
recommendations from the Credit Committee for
board-charter.pdf). approving the credit risk management strategy
and framework and the credit risk appetite.
• Vision, strategy, values and purpose: This includes As well, the Board oversees technology risk
setting the vision, strategy, values and purpose, management and information security.
and in doing so, setting the corporate culture, and
The Board has delegated management responsibilities
maintaining oversight of it.
to the Managing Director. It has reserved some key
• People: This includes responsibilities in relation to responsibilities for the Board and Board committees
the Managing Director, Executives, remuneration, as outlined in its charter. These include corporate
diversity and workplace health and safety. governance, specific responsibilities of the Board under
the Board charter, the responsibilities delegated by
• Customer voice: This involves oversight of
the Board to a Board committee, and responsibilities
customer feedback and insights.
otherwise required to be exercised by the Board by the
• Business, operational and financial matters: This constitution, legislation or regulatory standards. The
includes reviewing and approving the strategic Board also reserves for itself matters above specific
direction of the Group, approving significant delegation limits including financial and risk limits. The
corporate strategic initiatives, overseeing the Board may reserve any additional matter it decides, as
architecture and technology strategy and advised to the Managing Director.
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The role of our
Board committees
The Board committees assist the Board in Credit
carrying out its responsibilities. In deciding The Credit Committee assists the Board in relation to
each of the following:
committee memberships, the Board
• Oversight of the current and future credit risk
endeavours to make the best use of the
profile and management of material credit risk
range of skills and expertise across the exposures consistent with the credit risk appetite.
Board and share responsibility. As well, • Oversight of the credit risk management strategy
overlapping memberships take into account and framework.
• Monitoring new or emerging material risks and
where matters raised in one committee may
treatment plans.
have implications for another. Committee
• Monitoring the credit risk culture.
membership is reviewed on an annual basis.
Governance & HR
The Board receives the minutes of all Board
committee meetings at the following Board meeting The Governance & HR Committee assists the Board in
and is presented with a verbal report from each relation to each of the following:
committee Chair on significant areas of discussion and • Board nomination matters including renewal,
key decisions. To assist each committee in discharging succession, performance and remuneration.
its responsibilities, each committee has an annual
• Corporate governance including governance
meeting planner that sets out the scheduled items of
developments, practices and the corporate
business and reports to be considered during the year.
governance statement.
Information on the number of committee meetings • Human resources matters including employee
held during the year, and attendance by members at engagement, retention, wellbeing, development,
those meetings, is presented in the Directors’ Report diversity, and workplace health and safety.
in the 2020 Annual Financial Report (available from
• Remuneration matters including the remuneration
our website at https://www.bendigoadelaide.com.au/
policy, remuneration risk, cash and equity-based
shareholders/annual_reports.asp).
incentive schemes, remuneration outcomes for
The key functions of each Board committee are roles specified under the remuneration policy, and
set out below. The charter for each committee and the remuneration report.
the procedural rules applying to all committees are
available from our website. Under the procedural rules,
Risk
each committee must be composed of at least three
members, a majority of independent Directors (and, The Risk Committee assists the Board in relation to
with the exception of the Technology Committee, all each of the following:
non-executive Directors), and an independent Chair. • Oversight of the current and future risk profile
and the management of material financial
and operational (including non-financial) risks
Audit
consistent with the risk appetite and capital base.
The Audit Committee assists the Board in relation to
• Oversight of implementation and operation of the
oversight of each of the following:
risk management strategy and framework.
• External audit, including prudential audit
• Monitoring new or emerging material risks and
requirements.
treatment plans.
• Internal audit (Group Assurance) function.
• Monitoring the risk culture.
• The integrity of statutory financial and prudential
reporting including financial reporting principles,
Technology
policies, controls and procedures.
• The effectiveness of the internal control and risk The Technology Committee assists the Board in
management framework. relation to each of the following:
• Oversight of the Group’s information technology
Other responsibilities include ensuring there are policies
and digital strategy and its implementation.
and processes in place for the reporting of employee
concerns/whistleblower matters and oversight of • Monitoring technology and digital business risks
assurance work in relation to organisational culture. and trends relevant to the Group.
CORPORATE GOVERNANCE STATEMENT 2020 7
Board composition -
what we look for in our Directors
Having regard to our vision, strategy, values and purpose, the individual attributes of each
Director are as critical as the skills they bring. There is an expectation that each Director
should be able to demonstrate sound business judgment, a strategic view, integrity, a
readiness to question, challenge and critique, and leadership qualities.
At a collective level, we look for More generally, our Directors the Board meets the needs of
a diversity of skills, knowledge, are expected to have a clear the Group. The Board considers
experience and attributes to enable understanding of our strategy it has the appropriate mix of skills
the Board to provide the oversight and knowledge of the industry and expertise and it regularly
needed to develop and achieve and markets in which the business reviews the skills, knowledge
our strategy. We also seek diversity operates. Our Directors must also and experience represented on
in gender. In addition, experience have a good understanding of the Board against the skills and
through business and economic each of the major business units to experience needed to deliver the
cycles developed from length of enable them to monitor effectively strategy. A combination of internal
service on the Board is valued. This the performance of the business and external Board reviews across
provides a deeper understanding of and the implementation of the 2019 and 2020 have confirmed the
the industry including how political, strategy. Board collectively possesses an
regulatory, economic and financial appropriate standard of expertise
The Board has developed a skills
market developments may impact across all required skill matrix areas.
matrix to help in assessing and
the business, as well as providing
ensuring that the composition of
the benefit of corporate memory.
8 CORPORATE GOVERNANCE STATEMENT 2020
The desired skills, knowledge and Risk management strategy. They also help ensure
experience in the current matrix Ability to understand risk culture, our employees continue to be
include: the risk management strategy committed to actively contributing
and framework, and monitor the to our customers’ and the
effectiveness of controls organisation’s success.
Executive leadership
Risk management is fundamental
Successful career as a
to how we operate our business
Senior Executive or CEO
and critical to our performance. Technology and innovation
This experience brings a senior How we manage risk ultimately Experience in information
executive perspective of running impacts our capital efficiency and technology systems, digital
a large organisation to board our profile with our investors. channels and information security
decision-making. This includes or experience in technology
perspectives on organisational governance
design and management including
Corporate governance Our business is highly dependent
executive performance and
Knowledge and experience on information technology.
provides an operational outlook
in sophisticated governance Innovation and disruption,
on implementing our business
structures and commitment to particularly from new digital
plans and strategy.
high standards of corporate technologies, is transforming
governance the way financial organisations
operate and engage with their
Corporate and A sound system of governance customers. To continue to be
business strategy provides the foundation for the relevant, our business must be able
effective oversight of decision- to evolve and adapt to the rapidly
Experience in the development
making, actions and behaviour to changing environment.
of strategy and oversight of
ensure we live our values, focus on
implementation
our strategy and align with
This experience brings a longer our purpose, as well as promoting
term perspective and a broader investor confidence. Banking and
understanding of the business financial services
landscape and functioning of Experience in significant
larger corporate enterprises. It components of the banking and
Public and
also brings an ability to critically financial services industry such as
regulatory policy
test and challenge strategic retail banking, funds management,
Experience in public and
priorities and business proposals superannuation, financial advisory
regulatory policy
presented by management. and treasury
The banking and financial services
This experience is important to
industry is highly regulated and
understanding and monitoring
continues to be directly impacted
Financial acumen business performance, evaluating
by continued legal and regulatory
the achievement of business plans
Ability to understand financial
reform as well as political decision
and assessing developments in
statements, capital management
making and public policy.
our business models, distribution
and corporate finance, and to
channels and product innovation.
assess the adequacy of financial
controls
People and workplace
Financial acumen is essential to
understanding the financial drivers health and safety Specialist knowledge
Experience in overseeing and
of our business and monitoring the and expertise
assessing senior management,
performance of the business and Experience in specialist areas
remuneration frameworks,
the integrity of financial reporting. such as agriculture, marketing,
workplace health and safety and
e-commerce and social media
strategic people management
A working knowledge of the
Healthy, satisfied and engaged
specialist business sectors that we
employees are a key foundation to
operate in is extremely important
our success. Our employment and
for our business to exploit the
workplace practices play a vital
unique opportunities it has in these
role in attracting, motivating and
specialised areas.
retaining high calibre management
needed to implement the
CORPORATE GOVERNANCE STATEMENT 2020 9
Board renewal and
re-election of Directors
The Board is committed to a process of This annual assessment process is combined with
the requirements for accountable persons under the
orderly succession, aiming for a blend
Banking Executive Accountability Regime (BEAR)
of diversity in geography, background, contained in the Banking Act 1959. Each member of the
Board and each Executive is an accountable person.
approach and gender. Succession planning
The accountability regime establishes accountability
is an ongoing process, with the Board
obligations for accountable persons, requiring each
discussing succession planning for its accountable person to:
members and the Chair regularly and • act with honesty and integrity, and with due skill,
care and diligence;
robustly. Ms Jacqueline Hey was appointed
• deal with APRA in an open, constructive and
as Board Chair at the end of the 2019
cooperative way; and
Annual General Meeting.
• take reasonable steps in conducting their
responsibilities as an accountable person to
The process to appoint a new Director is overseen prevent matters from arising that would adversely
by the Board Chair and the Governance & HR affect the Bank’s prudential standing or prudential
Committee. The Governance & HR Committee’s reputation.
responsibilities include recommending to the Board
An accountable person is required to be registered
the procedure for the selection of new Directors, the
with APRA and it is our responsibility to assess
proposed criteria for the selection of Board candidates
whether an individual is suitable to be an accountable
with particular reference to the current mix of skills,
person. Each Director and each Executive has been
knowledge, experience and tenure on the Board, and
assessed as being suitable to be an accountable
identifying and nominating a short list of candidates
person.
for appointment to the Board. The Board may engage
the services of a professional intermediary to provide A Director appointed by the Board must seek election
assistance in identifying and assessing potential at the next annual general meeting after appointment.
candidates. The preferred candidates meet with all For all re-nominations, the Board takes into account
current Board members before a final decision is made. the skills, knowledge, experience and attributes
necessary to deliver the strategy of the Group and the
Each Director and Executive has a written agreement
extent to which these are represented on the Board,
with the Bank setting out the terms of their
the diversity of the Board and the statement provided
appointment. Additionally, Directors, Executives and the
by the Director seeking election that supports their
lead auditor must meet fit and proper standards under
election.
our Responsible Persons Policy, which addresses the
requirements of APRA’s Prudential Standard CPS520 The notice of annual general meeting includes all
“Fit and Proper”. Directors, Executives and the lead information relevant to the decision by shareholders
auditor are assessed before appointment, and then whether or not to elect or re-elect a Director. This
annually to make sure that they have the competence, includes relevant information obtained by the Bank as
character, diligence, experience, honesty, integrity and part of the fit and proper assessment, the accountable
judgment needed to properly perform their duties, person process, a statement about the Director’s
as well as the education or technical qualifications, independence and a statement about the Board’s
knowledge and skills relevant to those duties. This support for the Director’s election or re-election.
includes obtaining or reviewing background probity
checks and an individual fit and proper declaration by
each Director and Executive.
10 CORPORATE GOVERNANCE STATEMENT 2020