Corporate Governance Framework
Shareholders
Board of Directors
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Audit Committee
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Ethics, Environment, Social and Governance Committee
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Risk Committee
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Human Resources Committee
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Digital Business and Technology Committee
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Nomination and Board Operations Committee
Board reserved powers and delegation of authority policy
Chief Executive Officer
Group Executive Committee
Board of Directors
ANZ’s strong governance framework provides a solid structure for effective and responsible decision making within the organisation.
The Board is responsible for the oversight of ANZ and its sound and prudent management, with specific duties as set out in its charter available at anz.com/corporategovernance
There are six principal Board Committees – the Audit Committee, the Ethics, Environment, Social and Governance Committee, the Risk Committee, the Human Resources Committee, the Digital Business and Technology Committee and the Nomination and Board Operations Committee.
Each Committee has its own Charter setting out its roles and responsibilities. At management level, the Group Executive Committee comprises ANZ’s most senior executives. There is a delegations of authority framework that clearly outlines those matters delegated to the CEO and other members of senior management.
For further detail on ANZ’s governance framework see our 2019 Corporate Governance Statement available at anz.com/corporategovernance.
Above from left to right:
1 RT Hon Sir John Key – GNZM AC Independent Non-Executive Director
2 John Macfarlane – Independent Non-Executive Director
3 Paula Dwyer – Independent Non-Executive Director
4 David Gonski – AC Chairman, Independent Non-Executive Director
5 Graeme Liebelt – Independent Non-Executive Director
6 Ilana Atlas – Independent Non-Executive Director
7 Shayne Elliott – Chief Executive Officer, Executive Director
8 Jane Halton – AO PSM Independent Non-Executive Director
Full biography details can be found on our website at anz.com/directors.
Directors’ meetings
The number of Board meetings and meetings of Committees during the year the Director was eligible to attend, and the number of meetings attended by each Director were:
| Board | Risk Committee | Audit Committee | Human Resources Committee | Ethics, Environment, Social and Governance Committee | Digital Business and Technology Committee | Nomination and Board Operations Committee | Special Committee of the Board 1 | Committee of the Board 1 | Shares Committee 1 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | A | B | A | B | A | B | A | B | A | B | A | B | A | B | A | B | A | B | |
| Ilana Atlas | 12 | 12 | 8 | 8 | 6 | 6 | 5 | 5 | 2 | 2 | 1 | 1 | 1 | 1 | 1 | 1 | ||||
| Paula Dwyer | 12 | 12 | 8 | 8 | 8 | 8 | 6 | 6 | 2 | 2 | 1 | 1 | 2 | 2 | ||||||
| Shayne Elliott 2 | 12 | 11 | 3 | 3 | 2 | 2 | 3 | 3 | ||||||||||||
| David Gonski, AC | 12 | 12 | 8 | 8 | 8 | 8 | 6 | 6 | 5 | 5 | 5 | 5 | 2 | 2 | 3 | 3 | 2 | 2 | 4 | 4 |
| Jane Halton, AO PSM | 12 | 12 | 6 | 6 | 5 | 5 | 5 | 5 | 2 | 2 | 2 | 2 | 1 | 1 | ||||||
| Sir John Key, GNZM AC | 12 | 12 | 8 | 8 | 5 | 5 | 4 | 4 | 2 | 2 | 2 | 2 | ||||||||
| Lee Hsien Yang | 4 | 4 | 3 | 3 | 2 | 2 | 1 | 1 | ||||||||||||
| Graeme Liebelt | 12 | 12 | 8 | 8 | 8 | 8 | 6 | 6 | 2 | 2 | 2 | 2 | 2 | 2 | ||||||
| John Macfarlane | 12 | 12 | 8 | 8 | 8 | 8 | 5 | 5 | 2 | 2 | 1 | 1 | 1 | 1 | ||||||
Column A – Indicates the number of meetings the Director was eligible to attend.
Column B – Indicates the number of meetings attended. The Chairman is an ex-officio member of the Risk, Audit, Human Resources, Ethics, Environment, Social and Governance, Digital Business and Technology and Nomination and Board Operations Committees.
With respect to Committee meetings, the table above records attendance of Committee members. Any Director is entitled to attend these meetings and from time to time Directors attend meetings of Committees of which they are not a member.
1. The meetings of the Special Committee of the Board, Shares Committee and Committee of the Board as referred to in the table above include those conducted by written resolution.
2. The Board meeting Shayne Elliott did not attend was due to his appearance at the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry.
3. Lee Hsien Yang retired as a Non-Executive Director on 19 December 2018.
Executive committee
Above from left to right:
1 Maile CarnegieGroup Executive Digital and Australia TransformationJoined the Executive Committee on 27 June 2016.
2 Farhan FaruquiGroup Executive InternationalJoined the Executive Committee on 1 February 2016.
3 Gerard FlorianGroup Executive TechnologyJoined the Executive Committee on 30 January 2017.
4 Alexis GeorgeDeputy Chief Executive Officer and Group Executive Wealth Australia
Joined the Executive Committee on 1 December 2016.
5 Kathryn van der MerweGroup Executive Talent and CultureJoined the Executive Committee on 1 May 2017.
6 Kevin CorballyGroup Chief Risk OfficerJoined the Executive Committee on 19 March 2018.
7 Mark WhelanGroup Executive InstitutionalJoined the Executive Committee* on 20 October 2014.
8 Antonia WatsonActing Chief Executive Officer New ZealandJoined the Executive Committee on 17 June 2019.
9 Shayne ElliottChief Executive Officer(appointed CEO on 1 January 2016).
10 Michelle JablkoChief Financial OfficerJoined the Executive Committee on 18 July 2016.
11 Mark HandGround Executive Australia Retail and Commercial BankingJoined the Executive Committee on 15 May 2018.