Commonwealth Bank of Australia : Corporate Governance Statement – FY23

2023

Corporate

Governance

Statement

Commonwealth Bank of Australia ACN 123 123 124

Contents

1	Governance framework	3
2	Lay solid foundations for
	management and oversight	5
3	Structure the Board to be
	effective and add value	11
4	Instil a culture of acting
	lawfully, ethically
	and responsibly	14
5	Safeguard the integrity
	of corporate reports	16
6	Make timely and balanced
	disclosure	17
7	Respect the rights
	of shareholders	18
8	Recognise and manage risk	19
9	Remunerate fairly
	and responsibly	21

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1 Governance framework

The Commonwealth Bank of Australia (CBA or Bank) is committed to continuously improving our governance practices and ensuring that they are aligned with our business and stakeholders' needs. Effective corporate governance is key to the Bank's ability to deliver on our purpose and strategy. The Board's primary purpose is to ensure sound and prudent management of the Bank and its subsidiaries (Group), provide leadership and strategic guidance and delivery of the Group's purpose.

This Statement describes the key governance arrangements and practices of the Group. CBA has followed the fourth edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX CGPR 4) for the reporting period ending 30 June 2023. The Group must comply with the Corporations Act 2001 (Cth) (Corporations Act), the Banking Act 1959 (Cth) including Part IIAA of the Banking Executive Accountability Regime (BEAR) amongst other laws, and, as an authorised deposit-taking institution, with governance requirements prescribed by the Australian Prudential Regulation Authority (APRA), including Prudential Standard CPS 510 Governance. The Group's main business activities are also subject to industry codes of practice, such as the Australian Banking Association's Banking Code of Practice.

The Board regularly reviews and refines its corporate governance arrangements and practices in light of new laws and regulations, evolving stakeholder expectations and the dynamic environment in which the Group operates.

This Statement has been approved by the Board and is current as at 9 August 2023.

Governance Framework

CBA Board

Sets the strategic objectives and risk appetite of CBA, and oversees management.

		Nominations		Risk &		People &
Audit Committee		Committee			Remuneration
		Compliance		Independent advice
Oversees financial		Oversees Board			Committee
		Committee		and assurance
			Oversees the people
reporting, the audit		and Committee		Oversees the		Including internal and
process and		composition, renewal			and remuneration
		governance of risks
			external audit
internal controls		and succession			framework, policies
		impacting the Group
		planning			and practices

CEO

Accountable for the day-to-day management of CBA and execution of our strategic priorities.

Executive Leadership Team

Accountable for making specific recommendations to the CEO and agreeing common actions addressing

strategy, business performance, people leadership and culture, and risk and compliance management and control.

Our people

Responsible for adhering to the standards of behaviour, actions and decisions set out in the

Code of Conduct and delivering for our customers.

Commonwealth Bank Corporate Governance Statement 2023

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Governance Framework

Board of Directors

Paul O'Malley

Chair and Independent Non-Executive Director

Appointed: 1 January 2019, Chair from 10 August 2022

Age: 59 years 

Residence: Melbourne, Australia

Julie Galbo

Independent Non-Executive Director

Appointed: 1 September 2021

Age: 52 years 

Residence: Copenhagen, Denmark

Anne Templeman- Jones

Independent

Non-Executive Director

Appointed: 5 March 2018

Age: 62 years 

Residence:

Sydney, Australia

Matt Comyn	Genevieve Bell AO	Lyn Cobley
Managing Director and	Independent	Independent
Chief Executive Officer	Non-Executive Director	Non-Executive Director
Appointed: 9 April 2018	Appointed: 1 January 2019	Appointed: 1 October 2022
Age: 47 years	Age: 56 years	Age: 60 years
Residence:	Residence:	Residence:
Sydney, Australia	Canberra, Australia	Sydney, Australia

Peter Harmer	Simon Moutter	Mary Padbury
Independent	Independent	Independent Non-Executive
Non-Executive Director	Non-Executive Director	Director
Appointed: 1 March 2021	Appointed: 1 September 2020	Appointed: 14 June 2016
Age: 62 years	Age: 63 years	Age: 64 years
Residence:	Residence:	Residence:
Sydney, Australia	Auckland, New Zealand	Melbourne, Australia

Rob Whitfield AM

Independent

Non-Executive Director

Appointed: 4 September 2017

Age: 58 years 

Residence:

Sydney, Australia

Full biographies are available on our website at commbank.com.au/ourcompany.

Catherine Livingstone retired as Chairman and a Non-Executive Director on 10 August 2022.  Shirish Apte retired as a Non-Executive Director on 12 October 2022.

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2 Lay solid foundations for management and oversight

Roles and Responsibilities

The Bank's Governance framework is based on accountability, effective delegation and adequate oversight to support sound decision-making.

The Board is responsible for setting the strategic objectives and risk appetite of the Bank, and approving the Group's Code of Conduct, to set the Board's expectations for the Group's values and desired culture.

The Board delegates certain powers to Board Committees to help it fulfil its roles and responsibilities. The Board also appoints the Chief Executive Officer (CEO). The Board has delegated the management of the Bank to the CEO, except for those matters specifically reserved to the Board or its Committees. The CEO, in turn, may, and has, delegated some of these powers to Group Executives and other officers. The CEO is accountable to the Board for the exercise of the delegated powers and management's performance.

Summaries of the roles and responsibilities of the Board, the Board Chair, each Board Committee, and the CEO are set out below.

The Board

The Board Charter outlines the role, responsibilities and composition of the Board and the manner in which it discharges its responsibilities. The Charter also sets out the respective roles and responsibilities of the Board and management, those matters expressly reserved to the Board and those delegated to management, and is reviewed annually. The Board Charter is available at commbank.com.au/corporategovernance.

The primary purpose of the Board is to ensure sound and prudent management of the Group, provide leadership and strategic guidance, and delivery of the Group's purpose.

The Board's responsibilities include:

• setting the strategic objectives and risk appetite of the Bank, and approving the Group's Code of Conduct to set the Board's expectations for the Group's values and desired culture;
• endorsing the strategic and business plans, and approving the financial plans to be implemented by management;
• approving capital management initiatives;
• overseeing the business of the Group by approving major corporate initiatives, new business ventures, and capital expenditure for certain investments;
• overseeing the Group's Risk Management Framework and its operation by management;
• approving the Group's Risk Appetite Statement (RAS), Risk Management Approach (RMA) and any key risk frameworks and policies for managing financial and non-financial risks reserved for the Board;
• overseeing the Group's efforts to improve the experience and outcomes of the Group's customers;
• approving the Group's half and full year financial statements and reports, the half and full year financial reports required by APRA and the quarterly trading updates, and overseeing the integrity of the Group's accounting and corporate reporting systems;
• overseeing the Group's continuous disclosure process and approving the Group Continuous Disclosure Policy;
• considering the social, and environmental impact of the Group's activities and approving the Group Environmental & Social Framework and Policy, and the associated corporate responsibility and climate related disclosures;
• assessing the performance of and succession planning for the CEO and the CEO's direct reports1 (in conjunction with the Nominations Committee and the People & Remuneration Committee);
• approving the remuneration arrangements for the CEO and the CEO's direct reports, including remuneration deferrals and breach consequences under the Group BEAR Policy and Procedures, performance scorecard measures and outcomes, and termination payments as required;
• approving new, or material amendments to, performance management frameworks, variable remuneration plans, employee equity plans, employee superannuation and pensions;
• determining the fees payable to CBA Non-Executive Directors within the shareholder approved fee pool limit;
• approving the Group's Inclusion and Diversity Policy, and measurable diversity objectives and metrics (in conjunction with the Nominations and People & Remuneration Committees);
• overseeing and monitoring relevant corporate governance frameworks for the Group; and
• approving relevant Work, Health & Safety (WHS) policies and monitoring WHS matters.

1 'CEO's direct reports' refers to all Group Executives and excludes those direct reports of the CEO that are not Group Executives.

Commonwealth Bank Corporate Governance Statement 2023

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