Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
04 November 2024 - 10:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
November 4, 2024
Commission File Number 1-10167
WESTPAC BANKING CORPORATION
(Translation of registrant’s name into English)
275 KENT STREET, SYDNEY, NEW SOUTH WALES 2000,
AUSTRALIA
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Index to Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
WESTPAC BANKING CORPORATION |
|
(Registrant) |
|
|
Date: November 4, 2024 |
By: |
/s/ Esther Choi |
|
|
Esther Choi |
|
|
Tier One Attorney |
Exhibit 1
| ASX
Release
4 November 2024
Appendix 4G and 2024 Corporate Governance Statement
Westpac Banking Corporation (“Westpac”) today provides the attached Appendix 4G
and Westpac Group 2024 Corporate Governance Statement.
For further information:
Hayden Cooper Justin McCarthy
Group Head of Media Relations General Manager, Investor Relations
0402 393 619 0422 800 321
This document has been authorised for release by Tim Hartin, Company Secretary.
Level 18, 275 Kent Street
Sydney, NSW, 2000 |

| Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
WESTPAC BANKING CORPORATION
ABN/ARBN Financial year ended:
33 007 457 141 30 September 2024
Our corporate governance statement1
for the period above can be found at:2
☐
These pages of our
annual report:
☒
This URL on our
website:
www.westpac.com.au/about-westpac/westpac-group/corporate-governance/corporate-governance-overview/
The Corporate Governance Statement is accurate and up to date as at 3 November 2024 and has
been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
Date: 3 November 2024
Name of authorised officer
authorising lodgement: Tim Hartin, Company Secretary
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form. |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒ On page 5 under ‘Roles and responsibilities’
and we have disclosed a copy of our Board charter at:
www.westpac.com.au/about-westpac/westpac-group/corporate-governance/constitution-board/
-
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒ On page 8 under ‘Appointment of Directors’ and page 19
under ‘Fit and Proper Person assessments’.
-
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒ On page 8 under ‘Appointment of Directors’ (in relation to
directors), and page 10 under ‘Board assessment of
management performance’ (in relation to senior executives).
-
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒ On page 13 under ‘Role of the Company Secretary’.
-
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it. |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒ On page 14 under ‘Diversity’ and we have disclosed a copy of
our diversity policy at: www.westpac.com.au/about-westpac/inclusion-and-diversity/
and we have disclosed the information referred to in paragraph (c):
in our Corporate Governance Statement on page 14 under
‘Diversity’.
Westpac Banking Corporation was included in the S&P / ASX 300
Index at the commencement of the reporting period. Our measurable
objective for achieving gender diversity in the composition of its
board, as set out on page 14 under ‘Diversity’ was to have at least
40% women, 40% men and 20% any gender on the board.
-
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒ On page 10 under ‘Performance reviews’
and we have disclosed the evaluation process referred to in
paragraph (a): in our Corporate Governance Statement on page 10
under ‘Performance reviews’
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process: in our Corporate
Governance Statement on page 10 under ‘Performance reviews’.
- |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒ On page 10 under ‘Board assessment of management
performance’
and we have disclosed the evaluation process referred to in
paragraph (a): on page 10 under ‘Board assessment of management
performance’ and in the Remuneration Report as provided in the
Annual Report available at:
https://www.westpac.com.au/2024annualreport/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process: on page 10 under
‘Board assessment of management performance’ and in the
Remuneration Report as provided in the Annual Report at:
https://www.westpac.com.au/2024annualreport/
- |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒ On page 12 under ‘Role of the Board Committees’, in relation
to paragraphs (1) and (2)
and, in relation to paragraph (3), we have disclosed a copy of the
charter of the Board Nominations and Governance Committee at:
www.westpac.com.au/about-westpac/westpac-group/corporate-governance/constitution-board/
and in relation to paragraph (4), in our Corporate Governance
Statement on page 12 under ‘Role of the Board Committees’
and in relation to paragraph (5), in the section titled ‘Directors’
meetings’ of the Directors’ Report on page 67 of the Annual Report
available at: https://www.westpac.com.au/2024annualreport/
-
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒ On page 7 under “Figure 1 - Board skills, experience and
attributes as at 30 September 2024’.
-
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒ On page 4 under ‘Board of Directors’
and we have disclosed the names of the directors considered by the
board to be independent directors: in our Corporate Governance
Statement on page 4 under ‘Board of Directors’
and, where applicable, the information referred to in paragraph (b):
in our Corporate Governance Statement on page 4 under ‘Board of
Directors’
and the tenure of the Board of Directors is summarised in our
Corporate Governance Statement on page 9 under ‘Appointment of
Directors’, and the length of service of each director in the section
titled “Board of Directors” in the Directors’ Report on pages 54 to 57
of our Annual Report available at:
https://www.westpac.com.au/2024annualreport/
- |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.4 A majority of the board of a listed entity should be independent
directors.
☒ On page 4 under ‘Board of Directors’ and on page 8 under
“Independence”
-
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☒ On page 4 under ‘Board of Directors’ and on page 6 under
‘Chairman’.
-
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒ On page 8 under ‘Appointment of Directors’, page 9 under
‘Continuing education’ and page 12 under ‘Role of the Board
Committees’.
-
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒ On page 16 under ‘Ethical decision making’
and we have disclosed our values at: www.westpac.com.au/about-westpac/careers/working-together-at-westpac/our-values/
-
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒ On page 17 under ‘Code of Conduct’
and we have disclosed our code of conduct at: www.westpac.com.au/about-westpac/westpac-group/corporate-governance/principles-policies/
-
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒ On page 18 under ‘Concern reporting and whistleblower
protection’
and we have disclosed our whistleblower policy at:
www.westpac.com.au/about-westpac/westpac-group/corporate-governance/principles-policies/
-
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒ On page 18 under ‘Anti-Bribery and Corruption’
and we have disclosed our anti-bribery and corruption policy at:
www.westpac.com.au/about-westpac/westpac-group/corporate-governance/anti-bribery-corruption-policy-procedures/
- |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒ On page 12 under ‘Role of the Board Committees’, in relation
to paragraphs (1) and (2),
and in relation to paragraph (3), we have disclosed a copy of the
Board Audit Committee charter at: www.westpac.com.au/about-westpac/westpac-group/corporate-governance/constitution-board/
and in relation to paragraph (4): in our Corporate Governance
Statement on page 13 in ‘Board Audit Committee financial
knowledge’, and in the profiles of our Board of Directors (including
the members of the Board Audit Committee) at:
http://www.westpac.com.au/about-westpac/westpac-group/board-of-directors/, as disclosed on page 4 under “Board of Directors”
and in relation to paragraph (5): in the section titled “Directors’
meetings” in the Directors’ Report on page 67 of our Annual Report
available at: https://www.westpac.com.au/2024annualreport/
-
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒ On page 23 under ‘CEO and CFO assurance’.
-
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒ On page 24 under ‘Verification of periodic corporate reports’.
- |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒ On page 24 under ‘Market disclosure’
and we have disclosed our continuous disclosure compliance policy
at: www.westpac.com.au/about-westpac/westpac-group/corporate-governance/principles-policies/
-
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒ On page 25 under ‘Market disclosure’.
-
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒ On page 25 under ‘Market disclosure’.
-
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒ Referenced throughout our Corporate Governance Statement.
and we have disclosed information about us and our governance on
our website at: www.westpac.com.au/about-westpac/ and
www.westpac.com.au/about-westpac/westpac-group/corporate-governance/
-
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒ On page 25 under ‘Shareholder communication and
participation’.
-
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒ On page 25 under ‘Shareholder communication and
participation’.
-
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒ On page 25 under ‘Shareholder communication and
participation’.
-
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒ On page 25 under ‘Shareholder communication and
participation’.
- |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒ On page 11 under ‘Role of the Board Committees’, in relation
to paragraphs (1) and (2)
and in relation to paragraph (3), we have disclosed a copy of the
Board Risk Committee charter at: www.westpac.com.au/about-westpac/westpac-group/corporate-governance/constitution-board/
and in relation to paragraph (4), in our Corporate Governance
Statement on page 11 under ‘Role of the Board Committees’
and in relation to paragraph (5), in the section titled “Directors’
meetings” in the Directors’ Report on page 67 of the Annual Report
available at: https://www.westpac.com.au/2024annualreport/
-
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒ On page 11 under ‘Role of the Board Committees’ and page
20 under ‘Risk Management’
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period:
on page 20 under ‘Risk Management’.
-
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒ On page 24 under ‘Group Audit (internal audit)’
and we have disclosed how our internal audit function is structured
and what role it performs: on page 24 under ‘Group Audit (internal
audit)’.
- |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒ On page 20 under ‘Material exposure to sustainability risks
and other categories of risks’
and we have disclosed whether we have any material exposure to
environmental and social risks: in the sections titled ‘Creating Value
for the Community’, ‘Creating Value for the Environment’ and ‘Risk
Management’ in our Annual Report available at:
https://www.westpac.com.au/2024annualreport/
and in our 2024 Risk Factors at:
https://www.westpac.com.au/content/dam/public/wbc/documents/pdf
/aw/ic/wbc-risk-factors-2024.pdf
and on our website at: www.westpac.com.au/about-westpac/sustainability/
and, if we do, how we manage or intend to manage those risks: in
the sections titled ‘Creating Value for the Community’, ‘Creating
Value for the Environment’ and ‘Risk Management’ in our Annual
Report available at https://www.westpac.com.au/2024annualreport/
and in our 2024 Risk Factors at:
https://www.westpac.com.au/content/dam/public/wbc/documents/pdf
/aw/ic/wbc-risk-factors-2024.pdf
and on our website at: www.westpac.com.au/about-westpac/sustainability/
- |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒ On page 12 under ‘Role of the Board Committees’ and we
have disclosed a copy of the Board Remuneration Committee
charter at: www.westpac.com.au/about-westpac/westpac-group/corporate-governance/constitution-board/
and in relation to paragraph (4), in our Corporate Governance
Statement on page 12 under ‘Role of the Board Committees’
and in relation to paragraph (5) in the section titled “Directors’
meetings” in of the Directors’ Report on page 67 of the Annual
Report available at: https://www.westpac.com.au/2024annualreport/
-
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒ On page 9 under ‘Remuneration framework’
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives:
in the Remuneration Report in the Directors’ Report in our Annual
Report available at: https://www.westpac.com.au/2024annualreport/
-
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒ On page 9 under ’Remuneration framework’
and we have disclosed our policy or a summary of it: in the
Remuneration Report in the Directors’ Report in our Annual Report
available at: https://www.westpac.com.au/2024annualreport/
- |

| Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
- ☒ we do not have a director in this position and this
recommendation is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
- ☒ we are established in Australia and this recommendation is
therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
- ☒ we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable |

| CORPORATE
GOVERNANCE
STATEMENT
2024
WESTPAC BANKING CORPORATION
ABN 33 007 457 141
|

| 2 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
Contents
INTRODUCTION 3
Our approach to governance 3
THE BOARD 4
The Board 4
Roles and responsibilities 5
OPERATION OF THE BOARD 6
Board skills, experience and attributes 7
Appointment of Directors 8
Performance reviews 10
Role of the Board Committees 11
DIVERSITY, ETHICAL DECISION MAKING &
KEY POLICIES
14
Diversity 14
Ethical decision making 16
Key policies 18
SUSTAINABILITY & RISK 20
Sustainability 20
Risk management 20
FINANCIAL REPORTING AND DISCLOSURE 23
Financial reporting and audit 23
Market disclosure and
shareholder communication
24
This Corporate Governance Statement, which has been approved by the Board, describes our corporate governance framework, policies, and
practices as at 3 November 2024.
In this Corporate Governance Statement, a reference to ‘Westpac’, ‘Group’, ‘Westpac Group’, ‘we’, ‘us’ and ‘our’ is to Westpac Banking Corporation
ABN 33 007 457 141 and its subsidiaries unless it clearly means just Westpac Banking Corporation. |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL DECISION
MAKING &
KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 3
OUR APPROACH
TO GOVERNANCE
Corporate governance is the framework of systems,
policies and processes by which we operate and
through which our people are both empowered
and accountable for making decisions that affect our
business, operations, customers and stakeholders. The
framework establishes the roles and responsibilities of
Westpac’s Board, management team, employees and
suppliers. It also establishes the systems, policies and
processes for monitoring and evaluating Board and
management performance, and the practices for corporate
reporting, disclosure, remuneration, risk management and
engagement of security holders.
Our approach to corporate governance is based on a
set of values and behaviours that underpin our day-to-day activities. Our values and behaviours are designed
to promote transparency, fair dealing, and the protection
of stakeholder interests, including our customers, our
shareholders, our employees and our community. We
aspire to the highest standards of corporate governance,
which Westpac sees as fundamental to the sustainability
of our business and our performance.
As Westpac’s principal listing is on the Australian
Securities Exchange (ASX), we have followed the ASX
Corporate Governance Principles and Recommendations
(fourth edition) (ASXCGC Recommendations) published
by the ASX Limited’s Corporate Governance Council
(ASXCGC) throughout the year. Westpac’s ordinary shares
are also quoted on the NZX Main Board, which is the main
board equity security market operated by NZX Limited.
BOARD AREAS
OF FOCUS IN FY24
This year the Board (including with assistance from its Board Committees) has focused on overseeing:
• our UNITE program which is focused on making our processes, systems and technology simpler and improving
service to customers;
• the Group’s financial and operating performance, including progress in improving the Group’s financial
performance relative to peers;
• ongoing initiatives that are designed to support our customers experiencing hardship and to help protect our
customers from scams;
• completion of the Integrated Plan under the Customer Outcomes and Risk Excellence (CORE) program, as well as
the transition phase that is focused on sustainably embedding changes implemented by the CORE program;
• management of current and emerging risks arising from the evolving economic, geopolitical, regulatory, and
competitive environment;
• Westpac’s capital position and various capital management initiatives;
• consideration and assessment of the resilience of the Group’s systems and response to potential cyber incidents
and data breaches;
• priorities outlined in our Sustainability Strategy and our Climate Change Position Statement and Action Plan; and
• ongoing consideration of Board and senior executive succession, as well as Board Committee composition. |

| 4 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
THE BOARD
Board of Directors
The Board is comprised of nine independent Non-executive Directors and the Managing Director and
Chief Executive Officer (CEO).
A profile of each Director can be found on
our website at: www.westpac.com.au/about-westpac/
westpac-group/ board-of-directors/.
STEVEN GREGG
Chairman and
Independent
Non-executive Director
PETER KING
Managing Director and
Chief Executive Officer
TIM BURROUGHS
Independent
Non-executive Director
NERIDA CAESAR
Independent
Non-executive Director
AUDETTE EXEL
Independent
Non-executive Director
ANDY MAGUIRE
Independent
Non-executive Director
PETER NASH
Independent
Non-executive Director
NORA SCHEINKESTEL
Independent
Non-executive Director
MARGARET (MARGIE) SEALE
Independent
Non-executive Director
MICHAEL ULLMER
Independent
Non-executive Director |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL DECISION
MAKING &
KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 5
ROLES AND
RESPONSIBILITES
The Board
The role of the Board is to provide leadership and
strategic guidance for Westpac and its related bodies
corporate, in addition to overseeing the sound and
prudent management of the Westpac Group. The Board
Charter outlines the roles and responsibilities of the Board.
Key responsibilities are:
• approving and overseeing management’s
implementation of the strategic direction of the
Westpac Group, its business plan and significant
corporate strategic initiatives;
• appointing the CEO and Chief Financial Officer (CFO),
and approving the appointment of Group Executives,
the General Manager, Group Audit and any other
person the Board determines;
• overseeing culture across the Group by setting the
tone from the top, approving Westpac Group’s Code
of Conduct and Values and receiving reporting on the
Group’s culture;
• assessing and reviewing the performance of the
Board, its Board Committees, the CEO and the
Group Executives;
• providing oversight of the Group’s technology strategy
and the implementation of key technology initiatives;
• approving the Westpac Director Appointment
& Renewal Policy and determining Board size
and composition;
• approving the Westpac Group Remuneration Policy;
• approving, in accordance with the Westpac Group
Remuneration Policy, remuneration arrangements,
variable remuneration outcomes and adjustments to
variable remuneration where appropriate for Group
Executives, other employees who are accountable
persons under the Financial Accountability Regime
(FAR) (Accountable Person), any person performing a
role specified by the Australian Prudential Regulation
Authority (APRA) and any other person the
Board determines;
• approving the annual financial targets and financial
statements, and monitoring financial performance
against forecast and prior periods;
• determining our dividend policy and the amount,
nature and timing of dividends to be paid;
• approving the Internal Capital Adequacy Assessment
Process, including reviewing Group stress testing
outcomes/scenarios, and approving recovery and
resolution plans;
• considering and approving our overall risk
management framework for managing financial and
non-financial risk;
• approving the Group Risk Management Framework, the
Group Risk Management Strategy and the Board Risk
Appetite Statement and monitoring the effectiveness
of risk management by the Group;
• forming a view of our risk culture and overseeing
the identification of, and steps taken to address any
desirable changes to risk culture;
• considering the social, ethical and environmental
impact of our activities including the effects
of climate change, and setting standards and
monitoring compliance with our sustainability policies
and practices;
• overseeing and monitoring workplace health and
safety (WHS) issues in the Group and considering
appropriate WHS reports and information; and
• meeting with representatives from our principal
regulators on a regular basis.
The Board Charter is available on our website
at: www.westpac.com.au/about-westpac/westpac-group/
corporate-governance/constitution-board/.
WESTPAC’S BOARD AND BOARD COMMITTEE STRUCTURE
BOARD COMMITTEES
Provide relevant periodic assurances
and reports (as appropriate)
Provide assurance
on the remuneration
disclosures in the
Remuneration Report
Provide assurance on
risk components of
the annual report and
interim financial results
announcement
Delegation
Assurance,
Oversight through
Reporting
Accountability
Accountability
Delegation
Delegation
Board Committees will refer matters to the Board or other Board Committees where appropriate.
Specific reporting as shown above
BOARD
Independent Assurance and Advice
External
Auditors
Group
Audit
Independent
Assurance and
External Advice
Chief Executive Officer
Group Executives
Remuneration Audit Nominations
& Governance Risk |

| 6 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
The Board has delegated to the CEO, and through the CEO to the Executive Team, responsibility for the day-to-day
management of Westpac’s business. These delegations are subject to the limitations and restrictions contained in the
delegation instruments.
The Board is assisted in meeting its roles and responsibilities by its four standing Board Committees. Further information
about each of the Board Committees is set out in the section titled ‘Role of the Board Committees’.
Chairman
The Board elects one of the independent Non-executive
Directors as Chairman. Our Chairman is Steven Gregg. His
role includes:
• providing effective leadership to the Board in relation
to all Board matters;
• guiding the agenda and conducting all Board meetings
to facilitate discussions, challenge and decision-making;
• in conjunction with the Company Secretary, arranging
regular Board meetings throughout the year and
confirming that minutes of meetings accurately record
decisions taken and, as required, the views of
individual Directors;
• overseeing the process for appraising Directors and the
Board as a whole;
• overseeing Board succession, including in relation to
the Board Chair and Board Committee Chair roles;
• acting as a conduit between management and the
Board, and being the primary point of communication
between the Board and CEO;
• representing the views of the Board to the public; and
• taking a leading role in creating and maintaining an
effective corporate governance system.
CEO
Our Managing Director and CEO is Peter King1
.. His
role includes:
• leadership of the Executive Team and, with the
Board, overseeing succession planning for the
Executive Team;
• developing strategic objectives for the business and
achievement of the planned results; and
• the day-to-day management of the Westpac Group’s
operations, subject to the specified delegations of
authority approved by the Board.
1. On 9 September 2024, Westpac announced that Anthony Miller will succeed Peter King as CEO and Managing Director. Mr Miller’s
appointment will commence on 16 December 2024 following Mr King’s retirement as CEO and Managing Director. |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL DECISION
MAKING &
KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 7
Board skills, experience
and attributes
Westpac seeks to maintain a Board of Directors with
a broad range of relevant financial and other skills,
knowledge, and experience necessary to guide the
business of the Group. The Board uses a skills matrix to
illustrate the key skills and experience the Westpac Board
is seeking to achieve in its membership collectively and
the number of Directors with each skill and experience.
The skills matrix also assists to identify focus areas for
the continuing education and professional development of
Directors. For example, in FY24 these focus areas included
cyber risk, technology developments, crisis management
and key environmental, social and governance topics
(amongst others). The skills matrix also assists to identify
areas where it may be desirable for specialist external
expertise to be retained to supplement the Board’s skills
and experience. The skills matrix is set out in Figure 1.
FIGURE 1 – BOARD SKILLS, EXPERIENCE AND ATTRIBUTES AS AT 30 SEPTEMBER 2024
SKILLS AND EXPERIENCE DESCRIPTION NUMBER OF DIRECTORS
Customer
focus
Experience in developing and overseeing the embedding of a strong
customer-focused culture in large and complex organisations, and a
demonstrable commitment to achieving customer outcomes
Strategy
An ability to define strategic objectives, constructively question
business plans, oversee the implementation of strategy using
commercial judgement and bring a global perspective to bear
Financial
services
Experience working in, or advising, the banking and financial
services industry with strong knowledge of its economic drivers and
global business perspectives
Financial
acumen
Highly proficient in accounting or related financial management and
reporting for businesses of significant size
Risk
Experience in anticipating, recognising and managing risks,
including financial, non-financial and emerging risks, and monitoring
risk management frameworks and controls
Technology,
digital and
data
Experience in developing or overseeing the application of
technology in large and complex businesses, with particular
reference to technology - innovation, disruptive technologies, data,
cyber-security, digital transformation and customer experience
Governance
Experience as a Director of a listed entity, with detailed knowledge
of governance issues, with particular reference to the legal,
compliance, regulatory and voluntary frameworks applicable to
listed entities and highly regulated industries
Environment
and social
Experience in understanding and identifying potential risks and
opportunities arising from environmental and social issues, including
the transition to a climate resilient future, management of
biodiversity, and addressing human rights and modern slavery
within supply chains
People and
culture
Experience in people matters including workplace health and safety,
cultures, morale, inclusion and diversity, management development,
succession, remuneration and talent retention initiatives
Executive
leadership
Having held a CEO or a similar senior leadership role in a large
complex organisation, and having experience in managing the
business through periods of significant change and delivering
desired business outcomes
Deep experience and knowledge General working experience and knowledge Limited working experience and knowledge
In addition to the skills outlined above, the Westpac Board seeks to ensure that it operates as a cohesive team, bringing
together a range of perspectives to guide the Group and oversee management. The Westpac Board also expects its
members to be committed to supporting our Purpose and upholding our Values. |

| 8 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
Board diversity
A diverse group of skilled Directors helps us be a stronger
organisation that makes better decisions. In relation
to gender diversity, for 2024, the Board Nominations
& Governance Committee confirmed its objective of
40% women, 40% men and 20% any gender for the
composition of the Westpac Board.
As Westpac has met its 2024 objective for Board gender
diversity, the focus is on maintaining alignment with this
objective, noting that our performance against it will vary
at any given time depending on the timing of Board
renewal and Board composition changes.
The Board gender diversity as at 30 September 2024 is
set out below.
NUMBER OF FEMALE DIRECTORS ON THE BOARD
(4 OUT OF 10)
40%
FEMALE DIRECTORS
Female Male
Independence
All Non-executive Directors satisfy our criteria for
independence, which aligns with the guidance provided in
the ASXCGC Recommendations.
The Board assesses the independence of our Non-executive Directors on appointment and annually. Each
Non-executive Director provides an annual attestation of
their interests and independence. Directors are considered
to be independent if they are independent of management
and free from any business or other relationship that could
materially interfere with, or could reasonably be perceived
to materially interfere with:
• the exercise of their unfettered and independent
judgement; and
• their ability to act in the best interests of Westpac as a
whole rather than the interests of another party.
Materiality is assessed on a case-by-case basis by
reference to each Non-executive Director’s individual
circumstances rather than by applying general
materiality thresholds.
Each Non-executive Director is required to disclose
any business or other relationship that they have
directly, or as a partner, shareholder or officer of a
company or other entity that has an interest or a
business or other relationship with Westpac or a Group
entity. The Board considers information about any such
interests or relationships, including any related financial
or other details, when it assesses the Non-executive
Director’s independence.
APPOINTMENT OF
DIRECTORS
The Board Nominations & Governance Committee
considers and makes recommendations to the Board
on candidates for appointment as Directors. Such
recommendations pay particular attention to:
• the mix of skills, experience, expertise, diversity,
independence, and other qualities of existing
Directors; and
• how the candidate’s attributes will balance and
complement those skills and qualities, and address
any potential skills gaps in relation to the current and
future composition of the Board.
Subject to the Constitution and ASX Listing Rules, the
Board may appoint a Director, either to fill a casual
vacancy or as an addition to the existing Directors. Except
for the CEO, a Director appointed by the Board holds
office only until the close of the next annual general
meeting (AGM) but is eligible for election by shareholders
at that meeting.
Our Constitution states that a Director (except for the
CEO) must not hold office (without re-election) past the
third AGM following their appointment or last election, or
for more than three years, whichever is longer. Retiring
Directors hold office until the conclusion of the meeting
at which they retire but are eligible for re-election at
that meeting.
Our Constitution also provides that at least one Director
must stand for election or re-election at each AGM. This
requirement could be satisfied by a person standing for
election as a new Director; a Director who has been
appointed to fill a casual vacancy seeking election; or
a Director seeking re-election because of the tenure
limitation (referred to in the paragraph above). If there
are no such Directors required to stand for election or re-election at the AGM, and no Director volunteers to stand
for re-election, the Director who has served the longest
in office since their last election or re-election must retire
and stand for re-election. The CEO is not required to stand
for re-election.
Prior to a Director’s appointment or consideration
for election or re-election by shareholders, the Board
conducts due diligence and considers the results of
the Board performance evaluation conducted during
the year. Where a Director is seeking election or re-election, Westpac provides shareholders with all material
information relevant to a decision on whether or not to
elect or re-elect a Director.
New Directors receive an induction pack and letter of
appointment setting out the expectations of the role, and
conditions of appointment including the expected term of
appointment and remuneration. This letter aligns to the
ASXCGC Recommendations. All new Directors participate
in an induction program to familiarise themselves with
our business and strategy, culture and values and any
current issues before the Board/Board Committees. The
induction program includes an opportunity to review key |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL DECISION
MAKING &
KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 9
documents and meet with a range of representatives from
the organisation, including the Chairman, the CEO, the
Board Committee Chairs and each Group Executive.
The Westpac Director Appointment & Renewal Policy
limits the tenure of office that any Non-executive Directors
other than the Chairman may serve to 9 years, from
the date of first election by shareholders. The maximum
tenure for the Chairman is 12 years (which includes any
term served as a Director prior to being elected as
Chairman), from the date of first election by shareholders.
The Board, on an exceptional basis, may extend the
maximum terms specified above where it considers the
extension would benefit the Group. The Board may
exercise this discretion on an annual basis, and the
Director concerned will be required to stand for re-election annually.
The average Board tenure as at 30 September 2024 is set
out below. The length of service of each Director is set out
in the Directors’ report in our 2024 Annual Report.
AVERAGE BOARD TENURE
3.5 YEARS
AVERAGE BOARD TENURE
0-3 years 40% 3-6 years 40% 6-9 years 20%
Conflicts of interest
All Directors are required to disclose to the Board any
actual, potential or apparent conflicts of interest upon
appointment and are required to keep these disclosures
up to date.
Any Director with a material personal interest in a matter
being considered by the Board must declare their interest
and may not be present during any related boardroom
discussions nor vote on the matter unless the Board
resolves otherwise.
Continuing education
Directors undertake continuing education and training to
develop and maintain the skills and knowledge needed to
perform their role effectively, including by participating in
workshops held throughout the year, attending relevant
site visits, and undertaking relevant external education.
These activities are planned each year and are included in
the Board’s/Board Committees’ calendars. In addition, the
Board and Board Committees consider whether additional
education and professional development opportunities
should be offered as part of the annual Board
Effectiveness Review.
Access to information
All Directors have unrestricted access to company records
and information required to perform their duties, and
receive regular detailed financial and operational reports
from senior management.
Each Director also enters into an access and indemnity
agreement, which among other things, provides for access
to documents for up to seven years after their retirement
as a Director.
The Chairman and other Non-executive Directors regularly
consult with the CEO, CFO and other senior executives,
and may consult with, and request additional information
from, any of our employees.
Access to advice
All Directors have access to advice from senior internal
legal advisers including the Group General Counsel.
The Board collectively, and all Directors individually, can
also seek independent professional advice, at Westpac's
expense, to help them carry out their responsibilities.
While the Chairman’s prior approval is needed, it may not
be unreasonably withheld.
Remuneration framework
Information about our remuneration framework, including
policies and practices regarding the remuneration of
Non-executive Directors, the CEO and other senior
executives, is included in the Remuneration Report in
the Directors’ report (which is located in our 2024
Annual Report). Westpac does not provide performance-based remuneration or retirement benefits (other
than superannuation) to Non-executive Directors. The
Remuneration Report also includes details of Westpac’s
hedging policy, which prohibits participants in equity
plans from entering into transactions that mitigate the risk
associated with the equity award. |

| 10 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
PERFORMANCE
REVIEWS
Board, Board Committees
and Directors
The Board undertakes ongoing self-assessment as well
as an annual performance review, which is periodically
conducted by an independent consultant.
The review process includes an assessment of the
performance of the Board, the Board Committees and
each Director, with outputs collected, analysed and
presented to the Board. The Board will discuss the
results and agree follow-up actions. Actions from the
previous review related to matters regarding Board
processes, ongoing succession planning and creating
further opportunities to increase the connection between
the Board and the Group’s businesses and operations.
Directors meet individually with the Chairman to discuss
performance feedback (and in the case of the Chairman,
performance is discussed with another Board Committee
Chair). At the time of this Corporate Governance
Statement, the 2024 financial year evaluation is being
finalised and will be completed prior to the end of the
2024 calendar year.
Board assessment of
management performance
The Board, in conjunction with its Board Remuneration
Committee, is responsible for:
• selecting, appointing, and determining terms of
appointment of, the CEO and the CFO;
• determining the CEO’s goals and objectives, and
evaluating the CEO’s performance in light of
these objectives;
• approving the appointment of Group Executives, the
General Manager Group Audit, and any other person
the Board determines; and
• approving individual remuneration arrangements,
and adjustments to variable remuneration where
appropriate for Group Executives and certain other
senior employees, including in light of relevant matters
brought to the attention of the Board Remuneration
Committee from the CEO, Chief Risk Officer, Group
Executive, Human Resources, General Manager Group
Audit, and Chairs of the Board Risk Committee and
Board Audit Committee.
All new senior executives receive an employment contract
setting out the terms and conditions of their employment,
and those that are Accountable Persons also receive an
Accountability Statement for their respective role. Briefing
sessions are scheduled to discuss our strategies and
operations, and the respective roles and responsibilities of
the Board and senior management.
Under Westpac’s executive remuneration framework, the
performance of senior executives is assessed annually.
Management performance evaluations for the financial
year ended 30 September 2024 were conducted following
the end of the financial year.
The process for reviewing the performance of senior
executives, as well as further information on Westpac’s
executive remuneration framework, FY24 performance
objectives and performance achieved, is contained in the
Remuneration Report in the Directors’ report (which is
located in our 2024 Annual Report). |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL DECISION
MAKING &
KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 11
ROLE OF THE BOARD
COMMITTEES
The Board is assisted by its four standing Board Committees and the key roles, responsibilities, and composition
requirements of each of the Board Committees are outlined in their respective Charter and are summarised in the
table below.
The Board Committee Charters are available on our website at www.westpac.com.au/about-westpac/westpac-group/
corporate-governance/constitution-board/. All of the Board Committees are currently comprised of independent Non-executive Directors.
Board Committee members are chosen for the skills and experience they can contribute to the respective Board
Committees and their qualifications are set out in the Directors’ report, in our 2024 Annual Report.
COMMITTEE KEY RESPONSIBILITIES COMPOSITION
REQUIREMENTS
MEMBERSHIP
Board Risk
Committee
(BRiskC)
To assist the Board to:
• review and approve the Group’s overall risk management
framework for managing financial and non-financial risks as
well as emerging risks;
• oversee the risk culture across the Group;
• review and approve the Group Risk Management
Framework, the Group Risk Management Strategy, and the
Board Risk Appetite Statement; and
• make its annual declaration to APRA on risk
management under APRA prudential standard CPS 220
Risk Management.
The Committee is also responsible for:
• reviewing and monitoring the risk profile and controls
of the Group for consistency with the Board Risk
Appetite Statement;
• reviewing and approving other risk management
frameworks for financial and non-financial risks and
reviewing the monitoring of performance under those
frameworks (as appropriate);
• reviewing and approving the limits and conditions that
apply to the delegated credit risk and market risk
approval authorities;
• reviewing and recommending for approval the Internal
Capital Adequacy Assessment Process, including target
capital ranges (where appropriate), and reviewing and
monitoring capital levels for consistency with the Board Risk
Appetite Statement;
• reviewing stress testing results, monitoring management
responses and, together with the Board, providing
recommendations for future scenarios;
• reviewing and recommending recovery and resolution plans
to the Board for approval, as required;
• reviewing Group cyber risk and cybersecurity reporting,
including information on the monitoring and performance of
the Group’s cyber risk management and controls;
• providing oversight of risks associated with the
Group’s approach to customer remediation activities, the
management of customer complaints and hardship;
• providing oversight of the Group’s management of other
financial and non-financial risks including financial crime
risk, reputation and sustainability risks including climate
risk; and
• monitoring changes anticipated for the economic and
business environment, including consideration of emerging
risks and other factors.
At least three Non-executive Directors.
Majority of
Committee members
must be independent.
An independent Non-executive Director
must be the
Committee Chairman,
who is not the
Board Chairman.
At least one member
of the Board
Audit Committee
and at least one
member of the
Board Remuneration
Committee must
be members.
• Audette Exel
(Chair)
• Tim
Burroughs
• Peter Nash
• Nora
Scheinkestel
• Michael
Ullmer |

| 12 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
COMMITTEE KEY RESPONSIBILITIES COMPOSITION
REQUIREMENTS
MEMBERSHIP
Board Audit
Committee
(BAC)
To assist the Board by:
• overseeing the integrity of financial statements and
financial reporting systems of Westpac and its related
bodies corporate;
• maintaining oversight of the external audit engagement,
including by making recommendations to the Board on
the external auditor’s appointment and removal (including
the rotation of the lead audit engagement partner),
and overseeing the external auditor’s qualifications,
performance, independence and fees;
• overseeing the performance of the internal audit function;
• overseeing the integrity of the Group’s corporate reporting
including the Group‘s financial reporting and compliance
with prudential regulatory reporting and professional
accounting requirements;
• reviewing and discussing with management and the external
auditor half and full year financial statements, Annual
Report disclosures (including sustainability disclosures) and
the Climate Report (or any other periodic sustainability
reports agreed with the Committee from time to time) and
recommending their approval to the Board; and
• reviewing and discussing the process by which management
assures the integrity of information on Westpac Group
earnings and key sustainability metrics.
At least three Non-executive Directors.
Majority of
Committee
members must
be independent.
An independent Non-executive Director
must be
the Committee
Chairman, who is not
the Board Chairman.
• Peter Nash
(Chairman)
• Nerida Caesar
• Audette Exel
• Michael
Ullmer
Board
Remuneration
Committee
(BRemC)
To assist the Board by reviewing and making recommendations
in relation to:
• the Group’s remuneration framework (as articulated in
the Group Remuneration Policy), as well as assessing its
compliance with laws, regulations and prudential standards;
• individual remuneration arrangements and variable
remuneration outcomes for the CEO, Group Executives,
other Accountable Persons, and any other person the
Board determines;
• the remuneration framework, policies, and fee levels
(including superannuation) for Non-executive Directors on
the Board and subsidiary Boards;
• remuneration arrangements on a cohort basis (including
variable remuneration outcomes) for certain employees;
• in conjunction with the Board Chairman, evaluating the
performance of the CEO, including their goals and
objectives as assessed against the Group Performance
Review; and
• the design and terms of all equity plans.
At least three Non-executive Directors.
Majority of
Committee
members must
be independent.
An independent Non-executive Director
must be
the Committee
Chairman, who is not
the Board Chairman.
• Nora
Scheinkestel
(Chair)
• Tim
Burroughs
• Margaret
Seale
Board
Nominations &
Governance
Committee
(BNGC)
To assist the Board, including by:
• recommending candidates for appointment as Non-executive Directors to the Board and the Boards of
significant subsidiaries;
• reviewing the process for the orientation and continuing
education of Directors;
• considering succession planning for Non-executive Directors;
• assessing the overall skills, experience, expertise and
diversity of the Board;
• reviewing annually diversity generally within the Group,
including approving measurable objectives for achieving
diversity and the Group’s progress in achieving
such objectives;
• reviewing annually the time required to be committed to
Westpac business by Non-executive Directors on the Board,
including reviewing the other commitments of those Non-executive Directors; and
• reviewing and, where required, approving the Group’s
corporate governance policies.
At least three Non-executive Directors.
Majority of
Committee
members must
be independent.
The Board Chairman
will be the
Committee
Chairman.
• Steven Gregg
(Chairman)
• Peter Nash
• Margaret
Seale |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL DECISION
MAKING &
KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 13
Information about Board Committee composition changes
in FY24 can be found in the Directors' meetings section of
the Directors’ report, in our 2024 Annual Report.
From time to time, the Board may form other Committees
or request Directors to undertake specific extra duties.
In addition, the Board may participate (either directly
or through representatives) in due diligence committees
in relation to strategic decisions and capital and
funding activities.
Each Board Committee:
• will refer to the Board or other Board Committee any
matter that comes to their attention that is relevant for
the Board or respective Board Committee; and
• is entitled to the resources and information it requires
and has direct access to our employees and advisers.
Board and Board
Committee meetings
The number of meetings of the Board and Board
Committees for the financial year ended 30 September
2024, and each Director’s attendance is reported in the
Directors' meetings section of the Directors’ report, in our
2024 Annual Report.
Scheduled meetings of the Board Committees occur at
least quarterly, with the Board Risk Committee meeting at
least five times annually. All Board Committees can meet
more frequently as necessary.
Non-executive Directors regularly meet without
management present, so they can discuss issues
appropriate to such a forum. Senior executives and
other selected employees are invited, where considered
appropriate, to participate in Board and Board Committee
meetings. They are also available to be contacted by
Directors between meetings.
All Directors can receive all Board Committee papers and
can attend any Board Committee meeting, provided there
is no conflict of interest.
The CEO attends all Board Committee meetings, except
where they have a material personal interest in a matter
being considered.
Board Audit Committee
financial knowledge
All Board Audit Committee members have appropriate
financial experience, an understanding of the financial
services industry and satisfy the independence
requirements under the ASXCGC Recommendations,
Securities Exchange Act of 1934 (US) (as amended) and
its related rules.
The Board has determined that Mr Nash is an
‘audit committee financial expert’ and independent in
accordance with US securities law.
The designation of Mr Nash as an audit committee
financial expert does not impose duties, obligations or
liability on him that are greater than those imposed on him
as a Board Audit Committee member, and does not affect
the duties, obligations or liability of any other Board Audit
Committee member or Board member. Audit committee
financial experts are not deemed as an ‘expert’ for any
other purpose.
Meeting with Regulators
The Directors met with representatives from the Australian
Securities and Investments Commission (ASIC) and APRA
during the course of the year.
Role of the Company Secretary
Westpac’s Company Secretary attends Board and Board
Committee meetings and is responsible for the operation
of the Secretariat function, including advising the Board
on governance and, in conjunction with management,
giving practical effect to the Board’s decisions. The
Company Secretary is accountable to the Board, through
the Chairman, on all matters to do with the proper
functioning of the Board.
A profile for the Company Secretary can be found in the
Directors’ report, in our 2024 Annual Report. |

| 14 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
DIVERSITY
At Westpac we’re focused on building a workplace that
fosters a diverse and inclusive workforce where our people
feel valued, respected and safe.
We seek to embrace everything that makes people
unique in their identity like age, cultural background,
disability, ethnicity, sex, gender identity, marital or
family status, religious belief, sexual orientation or socio-economic background.
Our Diversity, Equity & Inclusion Strategy and Policy aims
to put people at the heart of everything we do and sets
out our objective to encourage a more inclusive workplace
for our people to support our customers. We are focused
on hiring, developing and retaining diverse talent in a
culture that embraces and celebrates differences, and
allows people to feel safe at work.
Our Diversity, Equity, and Inclusion
priorities for FY23-25
Our Executive Team oversees the Group-wide Diversity,
Equity, and Inclusion Strategy and reviews progress at
least annually. Our FY23-25 Strategy seeks to create an
inclusive environment for all employees by aspiring to:
• support our employees in the moments that matter to
them in both their career and personal lives;
• grow a workforce that takes action and advocates for
a more equitable and inclusive society – shifting from
being bystanders to upstanders; and
• build a workplace where it is safe to be yourself
and where your unique identity is celebrated through
trusted communities and allies.
Making Inclusion happen
We expect all employees to foster a culture which values
diversity and includes everybody.
The Board Nominations & Governance Committee annually
reviews diversity within the Group, including approving
diversity and inclusion objectives and overseeing progress
in achieving these objectives.
Westpac is a signatory to the 40:40 Vision, and the
Board Nominations & Governance Committee confirmed
the Group’s measurable objectives (which were in place
for this reporting period) for achieving gender diversity
in the composition of the Board, Executive Team, General
Managers, and workforce generally as follows:
• achieve 40:40:20 on the Westpac Board;
• achieve 40:40:20 in our Executive Team1
;
• achieve 40% (+/- 2%) women in our General
Manager population;
• achieve 50% (+/- 2%) women in our Senior
Leadership2
; and
• maintain at least 50% women in our
workforce generally.
More information is set out in the table below.
% FEMALES SEP-23 SEP-24 TARGET TARGET MET
Westpac Board 40 40 40:40:20a Met
Executive Team 50 50 40:40:20a Met
General Managers 40 39 40 +/- 2% Met
Senior Leadership 49 49 50 +/- 2% Met
Westpac workforce 54 54 50 Met
a. 40% women, 40% men and 20% of any gender
1. Includes the full Executive Team other than the CEO.
2. Senior Leadership refers to the proportion of women (permanent and maximum term) in senior leadership roles across the Group. It includes
the Executive Team, General Managers, and direct reports to General Managers, excluding administrative or support roles. |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL
DECISION MAKING
& KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 15
We are committed to achieving pay equity. We undertake
like-for-like and by-level analysis to identify potential
gender-based pay equity issues and take action when
needed. Our focus is on improving the gender pay gap
by increasing participation of women in senior roles
as well as specialist areas such as institutional banking
and technology.
We continue to seek to uphold a zero-tolerance approach
to all forms of discrimination, bullying and harassment,
including sexual harassment. Our Discrimination, Bullying
and Harassment and Sexual Harassment policies are
available at the following link www.westpac.com.au/about-westpac/inclusion-and-diversity/.
Our ‘Upstander’ initiative aims to grow employee
confidence and capability to speak up and take
action against behaviours and activities that negatively
impact others. We have also introduced online inclusive
leadership modules which are mandatory for all people
leaders to complete.
We have made progress against our commitments in
our fifth Reconciliation Action Plan. We have increased
our Aboriginal and Torres Strait Islander workforce
representation to 1.08%, exceeding our 2024 target of
0.9%. We have introduced measures to support our
Aboriginal and Torres Strait Islander employees including
expanding leadership development opportunities. These
measures include our Echo programs (designed to
support emerging leaders by building leadership
capability and career progression) and our Indigenous
employee summit (Bayala Djurali). We provide an online
Indigenous cultural learning program to our employees,
with face to face options also available. We believe there
is much work to be done to progress reconciliation
and move forward together and acknowledge that we
may at times fall short of the standards we expect of
ourselves. However, where we misstep, we aim to swiftly
set things right.
Our ten Employee Advocacy Groups help us strengthen
an inclusive culture by building trusted communities
that celebrate and advocate for gender, LGBTQIA+,
young and mature-age employees, cultural diversity in
leadership, accessibility, Indigenous employees, veterans,
skilled volunteering and supporting victims of domestic
and family violence.
Westpac offers workplace flexibility and provides
employees with a variety of leave options such as parental
leave (including support for those who experience
pregnancy loss), fertility leave, carers’ leave, wellbeing and
lifestyle leave, career breaks, purchased leave, uncapped
domestic and family violence support leave, gender
affirmation leave, Sorry Business leave, volunteer leave
and emergency services leave.
Further information on our inclusion and diversity
programs and performance, as well as a copy of
our Diversity, Equity & Inclusion Policy and Westpac’s
Workplace Gender Equality Agency (WGEA) report, can
be found on our website at www.westpac.com.au/about-westpac/inclusion-and-diversity/. |

| 16 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
ETHICAL
DECISION MAKING
Ethical and responsible decision making is critical to decision-making at Westpac. Our Purpose, Values and Behaviours,
together with our Code of Conduct and related policies and frameworks, are focused on instilling and reinforcing an
ethical and responsible decision-making culture across the Group.
Purpose, Values and Behaviours
Westpac’s purpose is creating better futures together. In working to fulfill our purpose, we are guided by our ‘HELPS’
values. Our Purpose, Values and Behaviours set the direction for our culture by providing clarity about what is valued
most and what our people need to do.
FIGURE 2 – PURPOSE, VALUES AND BEHAVIOURS
OUR
PURPOSE Creating better futures together
Helpful
Passionate about
providing a great
customer experience
Ethical
Trusted to do the
right thing
Leading Change
Determined to make
it better and be better
Performing
Accountable to get
it done
Simple
Inspired to keep it
simple and easy
OUR
VALUES
OUR
BEHAVIOURS ˃ I care, listen
and act,
providing
consistently
great service to
our customers
˃ I always ask,
‘Should We?’,
speaking up,
seeking feedback
and applying
judgement
˃ I collaborate and
look for ways to
innovate, embracing
new ways of working
and technologies
˃ I set stretch targets
and am empowered
to take ownership
and deliver
outcomes for our
customers and
shareholders
˃ I always ask ‘can
this be simpler’, I
clear the way to
problem solve to
make it easier and
quicker
Underpinning our 5 values are our behavioural statements (see Figure 2 above). These statements are expressed
in simple, action-orientated language and address important themes such as speaking up, ownership, collaboration
and empowerment.
We embed our Purpose, Values and Behaviours through employee and leadership initiatives and align them with the
systems, processes and policies that impact our day-to-day activities. |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL
DECISION MAKING
& KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 17
Code of Conduct
The Westpac Group Code of Conduct (Code) sets out a consistent standard and establishes the expectations of our
people to do what is right. The Code goes beyond an obligation to comply with laws and policies and is a key aspect of
improving conduct to seek to ensure fair outcomes for customers, communities and each other.
The Code requires us to apply the ‘Should We?’ Test (see Figure 3 below) when making decisions and encourages our
people to speak up when our standards are not being met.
We take non-compliance with the Code seriously. Material breaches of the Code are reported to the Board
Risk Committee.
Supporting the Code are numerous frameworks and policies outlining our commitment to sustainable business practices
and behaviours. These include our Purpose, Values and Behaviours, policies and position statements addressing
sustainability themes such as human rights, climate change and other environmental and social impacts.
The Code is available on our website at: www.westpac.com.au/about-westpac/westpac-group/corporate-governance/ principles-policies/.
FIGURE 3 – THE ‘SHOULD WE?’ TEST |

| 18 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
KEY POLICIES
We have a number of key policies that seek to manage our
regulatory compliance and human resource requirements.
We are also subject to a range of external industry
codes, such as the Banking Code of Practice and the
ePayments Code.
Code of Ethics for Senior Finance Officers
Our Code of Accounting Practice and Financial Reporting
(COAPFR) complements our Code of Conduct. It is
designed to assist our CEO, CFO and other principal
financial officers to apply the highest ethical standards to
their duties and responsibilities with respect to accounting
and financial reporting. The COAPFR requires those
officers to:
• act honestly and ethically, including in the handling
of actual or apparent conflicts of interest between
personal and professional relationships;
• provide full, fair, accurate, timely and understandable
disclosure in reporting and other communications;
• comply with applicable laws, rules and regulations;
• promptly report violations of the COAPFR; and
• be accountable for adherence to the COAPFR.
The COAPFR is available on our website
at www.westpac.com.au/about-westpac/westpac-group/
corporate- governance/principles-policies/.
Delegated authority
The Delegated Authority Policy outlines key principles
(and forms part of a framework) governing decision-making within the Westpac Group, including channels of
escalation and reporting to the Board.
The scope of, and limitations to, authority delegated
by the Board to the CEO and through the CEO to
other Group Executives, is articulated in delegation
instruments and covers areas such as expenditure,
funding and securitisation, and lending. These delegations
have been implemented with a view to balancing
effective oversight with appropriate empowerment and
accountability of management.
Any matters or transactions outside the delegations of
authority given to management are required to be referred
to the Board or relevant Board Committee for approval.
Securities trading
Westpac’s Group Securities Trading Policy prohibits
Directors, employees, secondees and contractors from
trading in any securities and other financial products
that they possess inside information on. They are also
prohibited from passing on inside information to others
who may use that information to trade in securities or
from procuring others to trade. The policy requirements
also apply to associate accounts.
In addition, Directors and any employees, secondees
or contractors who, because of their seniority or the
nature of their position, may have access to material non-public information about Westpac (known as Prescribed
Employees) are subject to further restrictions, including
prohibitions on trading prior to and immediately following
annual and half year results announcements. These
restrictions also apply to their associates.
The Westpac Group Securities Trading Policy is
available in the Corporate Governance section of our
website at www.westpac.com.au/about-westpac/westpac-group/corporate-governance/principles-policies/.
Concern reporting and whistleblower protection
The Westpac Group Speaking Up Policy encourages our
employees, contractors, secondees, former employees,
brokers, service providers and suppliers to raise any
concerns about our activities or behaviours that may
be unlawful or unethical. Our senior management are
committed to supporting those who speak up. Westpac
does not tolerate detrimental conduct related to a
Speaking Up report.
A person can raise a concern using our whistleblowing
channels, including our reporting system ‘Concern Online’
and our Whistleblower Hotline. Both channels enable
anonymous reporting.
Westpac’s Whistleblower Protection Officers are
responsible for providing protections to whistleblowers
who are concerned about potentially experiencing
detrimental conduct because of speaking up. They also
engage directly with whistleblowers to address risks of
reprisal. Whistleblowers may raise a concern directly with
a Whistleblower Protection Officer.
The Westpac Group Speaking Up Policy requires that we
investigate concerns in a confidential, fair and objective
manner. If the investigation shows that wrongdoing
occurred, we are committed to taking action, such as
changing our processes and imposing consequences on
those involved in wrongdoing. Outcomes may also involve
reporting the matter to relevant authorities and regulators.
The Board Audit Committee, in conjunction with the
Board Risk Committee, oversees Westpac’s Whistleblower
Program. Material whistleblower matters raised under the
Westpac Group Speaking Up Policy are reported to the
Board Risk Committee. The Board Risk Committee also
receives regular reporting on whistleblowing, including key
metrics, measures and themes that provide insights into
the performance of the Whistleblower Program.
The Westpac Group Speaking Up Policy is available on our
website at www.westpac.com.au/about-westpac/westpac-group/corporate-governance/principles-policies/.
Anti-Bribery and Corruption
The Westpac Group has an Anti-Bribery and Corruption
(ABC) Policy and related bribery and corruption
prevention standards, procedures and systems. Material
breaches of the ABC Policy are reported to the Board Risk
Committee. The ABC Policy is available on our website
at www.westpac.com.au/ about-westpac/westpac-group/
corporate-governance/ anti-bribery-corruption-policy-procedures/.
Westpac has no tolerance for any form of bribery or
corruption. This includes a ban on facilitation payments
and offering or soliciting secret commissions. |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL
DECISION MAKING
& KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 19
Westpac is committed to preventing, detecting and
deterring bribery and corruption by managing its bribery
and corruption risk and complying with relevant ABC
legislation in all jurisdictions in which it operates or has
dealings. This includes the Australian Criminal Code Act
1995 (Cth), the Bribery Act 2010 (UK) and the Foreign
Corrupt Practices Act 1977 (US).
Under the ABC Policy, Westpac expects that its
officers, Directors, employees, agents, contractors, service
providers, subsidiaries and third parties acting for or on
behalf of Westpac will comply with all applicable ABC
laws and will not offer, provide, authorise, request or
receive a bribe or anything which may be viewed as
a bribe.
Fit and Proper Person assessments
Westpac’s Board-approved Group Fit and Proper Policy
(F&P Policy) outlines how we assess the fitness and
propriety of our Directors, Accountable Persons, and other
individuals in key positions of responsibility.
The F&P Policy supports Westpac in complying with APRA
Prudential Standards CPS 520 and SPS 520, the Banking
Act 1959 (Cth), Financial Accountability Regime Act 2023
(Cth), Superannuation Industry (Supervision) Act 1993
(Cth), relevant ASIC licensing requirements (Australian
Financial Services Licence and Australian Credit Licence)
and equivalent offshore regulations as applicable.
The Chairman of the Board is responsible for assessing
the fitness and propriety of our CEO and Non-executive
Directors. The Board (as a collective) is responsible for
assessing the fitness and propriety of the Chairman.
A Fit and Proper Committee is responsible under
delegated authority from the Board for undertaking a
fit and proper assessment of all other individuals in
key positions of responsibility. In all cases, a fit and
proper assessment will be undertaken prior to their initial
appointment and they will be re-assessed annually. This
involves the relevant individual providing a declaration
and background checks (including police and bankruptcy
checks) being undertaken as appropriate.
Conflicts of interest
Westpac’s conflicts of interest framework is designed
to identify and manage actual, potential and perceived
conflicts of interest. The conflicts of interest framework
includes the Group Conflicts of Interest Policy, along with
supporting policies, standards and procedures.
Under our conflicts of interest framework, any person who
acts on behalf of the Westpac Group must:
• promptly identify, declare, assess, manage and record
conflicts of interest appropriately;
• discharge their duties concerning conflicts of interest
with integrity, fairness, honesty and due skill, care
and diligence;
• avoid a conflict of interest where it cannot be
effectively managed; and
• not solicit, accept or offer money, gifts, favours or
entertainment that might influence, or might be seen
to influence, their professional judgement.
Modern Slavery
Under the Australian Modern Slavery Act 2018 (Cth)
and Modern Slavery Act 2015 (UK), Westpac is required
to prepare an annual statement describing the risks of
modern slavery across our operations and supply chain,
and the actions taken to address the risks. Westpac
published a joint statement for FY23 on behalf of itself
and certain reporting entities within the Group that
addresses the requirements of both Acts.
The Westpac Group’s 2023 Modern Slavery
Statement was published in March 2024 and can
be located at www. westpac.com.au/content/dam/
public/wbc/documents/pdf/aw/sustainability/wbc-2023-
modern-slavery- statement.pdf.
Customer Advocate
Westpac’s Customer Advocate provides advice and
guidance to our complaints team regarding complaints
raised by customers in relation to personal banking
and small business matters. In addition, the Customer
Advocate recommends changes to policies, procedures
and processes, arising from the complaints made by
customers, and in particular focuses on how we can best
support our vulnerable customers. |

| 20 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
SUSTAINABILITY
We view sustainable and responsible business practices
as important for our business and our stakeholders.
Sustainability is about managing environmental and social
risks and opportunities across our business in a way
that seeks to balance the needs of our stakeholders –
our customers, employees, suppliers, investors and the
communities in which we operate.
We aim to address the matters we believe are the most
material for our business and our stakeholders, now
and in the future. Environmental and social risks and
opportunities continue to evolve so we seek to monitor
these developments while aiming to embed sustainability
into our business practices.
We participate in a number of voluntary initiatives
including the Global Reporting Initiative (GRI), the
UN Global Compact and the recommendations of the
Taskforce on Climate-Related Financial Disclosures (TCFD)
(which have now been incorporated into the International
Sustainability Standards Board (ISSB) standards). We
report on the most material sustainability topics, identified
in our annual materiality assessment and aligned with the
GRI standards, in our Annual Report. Our Annual Report
and Climate Report include sustainability governance and
risk management and are available on our website at
www.westpac.com.au/2024annualreport/.
Material exposure to sustainability
risks and other categories of risks
Westpac is exposed to environmental and social risks such
as climate change risk. We seek to manage our material
exposures to these risks, as well as other material risks
we face, in accordance with our risk management strategy
and frameworks.
Further details about the risks we face, and how we seek
to manage them, are in our 2024 Annual Report (see
sections on 'Creating Value for the Community', 'Creating
Value for the Environment' and 'Risk Management')
and our 2024 Risk Factors. In addition, our Climate
Change Position Statement and Action Plan, our Climate
Report, our Human Rights Position Statement and
Action Plan, and our Modern Slavery Statement are
available on our website at www.westpac.com.au/about-westpac/sustainability/.
RISK MANAGEMENT
Westpac's Risk Management Framework describes the
material risks faced by our business and how they are
managed. With customers at the centre, there are nine
components to the framework that are underpinned by a
strong risk culture and a Three Lines of Defence model.
These components are represented in the diagram on
page 21.
Effective risk management requires all the elements of our
framework to operate independently and interactively to
provide a complete approach for managing risk and to
deliver fair customer outcomes.
As part of the CORE program transition phase, Westpac
has continued to focus on the sustainability and
effectiveness of the uplift delivered under the Integrated
Plan. For further information about the CORE program,
refer to the Strategic review in our 2024 Annual Report.
The Group’s Risk Management Framework, Risk
Management Strategy and Board Risk Appetite Statement
are reviewed annually by the Board Risk Committee. The
Board Risk Committee also oversees that Westpac is
operating with due regard to risk appetite. The review of
the Risk Management Framework includes consideration
of whether the framework continues to be sound.
The Risk Management Framework, Risk Management
Strategy and Board Risk Appetite Statement were
approved by the Board, on the recommendation of the
Board Risk Committee, during the financial year ended
30 September 2024.
The CEO and Executive Team are responsible for
implementing our Risk Management Framework and Risk
Management Strategy, and for developing frameworks,
policies, controls, processes and procedures for identifying
and managing risk in Westpac’s activities.
To support our management of risk, Westpac has
an Executive risk committee (RISKCO) that assists
accountable individuals in making risk-related decisions
in respect of the Group. It monitors material risk
exposures, their alignment to risk appetite approved by
the Board and related actions. RISKCO also oversees the
implementation and performance of the Risk Management
Framework and Risk Management Strategy, as well as
required controls and actions. RISKCO is supported
by a number of management subcommittees. RISKCO
and these subcommittees provide an important channel
for senior management to communicate and report on
risk matters. |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL DECISION
MAKING &
KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 21
RISK MANAGEMENT FRAMEWORK COMPONENTS |

| 22 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
Risk Culture
Westpac considers that a strong risk culture is essential
for the Group’s Risk Management Framework to operate
effectively. Building and maintaining a strong risk culture is
a continuing focus of the Board and will help us remain a
simpler, stronger bank.
Through the frameworks established under the CORE
program, Westpac has embedded processes and tools
to continue to improve risk culture, and track progress
towards our goal of a risk culture that proactively
identifies, manages and mitigates risks, learns from
risk events and continuously anticipates new risks
and opportunities. We have also implemented a Group-wide learning program which provides an opportunity
for employees to spend time on the specifics of
risk management. Further information about this work
is available in the Strategic review in our 2024
Annual Report.
Three Lines of Defence
We have adopted and continue to embed a Three Lines of
Defence model which is designed to enable all our people
to understand their own role and responsibilities in the
active management of risk (see Figure 4 below). |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL DECISION
MAKING &
KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 23
FINANCIAL
REPORTING
AND AUDIT
Approach to financial reporting
Our approach to financial reporting reflects three
core principles:
• that our financial reports present a true and fair view of
our financial position and performance;
• that our accounting methods comply with applicable
accounting standards and policies; and
• that our external auditor is independent and serves
security holders’ interests.
The Board, through the Board Audit Committee, has
regard to Australian and international developments
relevant to these principles when reviewing our practices.
The Board delegates oversight responsibility for the
integrity of financial statements and financial reporting
systems to the Board Audit Committee. The Board
Risk Committee provides relevant periodic assurances
and reports (as appropriate) to the Board Audit
Committee. Similarly, the Board delegates oversight
responsibility for the preparation of remuneration reports
and disclosures to the Board Remuneration Committee,
which recommends remuneration reports and related
disclosures, and provides relevant assurances, through the
Board Audit Committee to the Board for approval.
CEO and CFO assurance
The Board receives regular reports from management
about our financial condition and operational results.
Before the Board approves the half year and full year
financial statements, the CEO and the CFO declare to the
Board that in all material respects:
• Westpac’s financial records:
– correctly record and explain its transactions, and
financial position and performance;
– enable true and fair financial statements to be
prepared and audited; and
– are retained for seven years after the transactions
covered by the records are completed;
• the financial statements and notes comply with
applicable accounting standards;
• the financial statements and notes give a true and fair
view of Westpac’s financial position and performance;
• (in relation to full year financial statements), the
consolidated entity disclosure statement is true
and correct;
• any other matters that are prescribed by the
Corporations Act 2001 (Cth) and regulations as they
relate to the financial statements and notes are
satisfied; and
• the declarations above have been formed on the
basis of a sound system of risk management and
internal control, and that the system is operating
effectively in all material respects in relation to
financial reporting risks.
The CEO and CFO have provided such statements for the
financial year ended 30 September 2024.
External auditor
Our external auditor (for the 2024 financial year)
is PricewaterhouseCoopers (PwC), appointed by
shareholders at the 2002 AGM. Prior to 2002, individuals
who were partners of PwC or its antecedent firms were
our external auditors from 1968. Our PwC lead audit
partner is Mr Colin Heath. Mr Heath assumed responsibility
for this role in December 2021.
Westpac commenced a tender for its external audit
services in November 2023, which was considered to be
reflective of best practice for audit firm rotation. Due
to PwC’s tenure as the Group’s external auditor, PwC
was not invited to participate in the tender. Following
completion of our tender process in March 2024, Westpac
has confirmed KPMG as the preferred firm to be appointed
as its external auditor from the 2025 financial year. The
approval of Westpac shareholders to appoint KPMG as its
external auditor will be sought at the 2024 AGM.
The external auditor receives all Board Audit Committee
and Board Risk Committee papers, attends all meetings
of these committees and is available to Committee
members at any time. The external auditor also attends
the AGM to answer questions from shareholders regarding
the conduct of its audit, the audit report and financial
statements and its independence.
The external auditor is required to confirm
its independence and compliance with specified
independence standards at our half and full financial year,
however in practice it confirms its independence on a
quarterly basis.
We strictly govern our relationship with the external
auditor, including restrictions on employment, business
relationships, financial interests and use of our financial
products by the external auditor.
Periodically, the Board Audit Committee consults with the
external auditor without the presence of management
about internal controls over financial information,
reporting and disclosure and the fullness and accuracy
of the Group’s financial statements. The Board Audit
Committee also meets with the General Manager,
Group Audit without other members of management
being present.
Engagement of the external auditor
To avoid possible independence or conflict issues, our
‘Pre-approval of engagement of external auditor for audit
and non-audit services’ policy (NAS Policy) prohibits the
external auditor from carrying out certain types of non-audit services for Westpac. The NAS Policy also limits the
extent to which the external auditor can perform other
non-audit services. Use of the external auditor for any
non-audit services must be assessed and approved in |

| 24 WESTPAC GROUP 2024 CORPORATE GOVERNANCE STATEMENT
accordance with the pre-approval process set out in the
NAS Policy.
Group Audit (internal audit)
Group Audit is independent of the first and second
lines of defence and provides independent and objective
assurance and insight on the adequacy and effectiveness
of the Group’s governance, risk management and internal
controls to the Board and management.
Group Audit is governed by a charter approved by the
Board Audit Committee that sets out its purpose, role,
scope and responsibilities. Group Audit seeks to conduct
its activities in line with regulatory standards and adheres
to The Institute of Internal Auditors’ mandatory guidance,
including the Core Principles for the Professional Practice
of Internal Auditing, Definition of Internal Auditing, the
Code of Ethics, and the International Standards for the
Professional Practice of Internal Auditing.
Group Audit is structured to support its independence
from management, with the General Manager, Group
Audit having a direct reporting line into the Board
Audit Committee, through the Chairman of the Board
Audit Committee and, for administrative purposes only, to
the CFO.
Group Audit has the right to unrestricted and private
access to the CEO and Senior Executive team, the
Board Chairman and Chairman of the Board Audit
Committee, other Board members where relevant and
external regulators. Group Audit’s responsibilities include
attending and presenting reports relevant to the Board
and Management committees, on the Group’s Risk
Management Framework.
Board Audit Committee dialogue
with management, external audit and
Group audit
The Board Audit Committee maintains an ongoing
dialogue with management, the external auditor and
Group Audit, including regarding those matters that are
likely to be designated as Key Audit Matters in the external
auditor’s report. Key Audit Matters are those matters
which, in the opinion of the external auditor, are of the
most significance in their audit of the financial report.
As part of its oversight responsibilities, the Board Audit
Committee also conducts discussions with a wide range of
internal and external stakeholders including:
• the external auditor, about our major financial
reporting risk exposures and the steps management
has taken to monitor and control such exposures;
• Group Audit and the external auditor concerning their
reports regarding significant findings in the conduct of
their audits, and overseeing that any issues identified
are rectified by management in an appropriate
and timely way or reported to the Board Risk
Committee (with the Board Risk Committee overseeing
management's response to rectifying those issues);
• management and the external auditor concerning the
half year and full year financial statements;
• management and the external auditor regarding
any correspondence with regulators or government
agencies, and any published reports which raise
material issues or could impact on matters
regarding the Westpac Group’s financial statements or
accounting policies; and
• the Group General Counsel regarding any legal matters
that may have a material impact on, or require
disclosure in, the financial statements.
MARKET
DISCLOSURE AND
SHAREHOLDER
COMMUNICATION
Verification of periodic
corporate reports
For periodic corporate reports released to the market
which are not required to be audited or reviewed by
our external auditor, we have verification and approval
processes to support the integrity of the information
disclosed. The process varies depending on the report and
generally involves the individuals with responsibility for
the information confirming to the best of their knowledge
that the information is accurate and not misleading. The
process may also involve review by internal subject matter
experts (and as appropriate, our external advisers); and
review by and confirmation from the individual responsible
for the corporate report that it is appropriate for release.
Such periodic corporate reports may also be required
to be approved by the Disclosure Committee or the
Disclosure Officer (or delegate) or the Board under our
Market Disclosure Policy – as described below.
Market disclosure
We seek to provide all investors with equal, timely,
accurate and balanced disclosure.
Our Board-approved Market Disclosure Policy governs
how we communicate with our shareholders
and the investment community. Our Market
Disclosure Policy is available on our website
at www.westpac.com.au/about-westpac/westpac-group/
corporate-governance/principles-policies/.
The policy provides a framework for how we manage
our disclosure obligations and satisfy the disclosure
requirements of the ASX, NZX, and other relevant
offshore securities exchanges, as well as relevant securities
and corporations legislation. Under our policy, and in
accordance with our obligations, information that a
reasonable person would expect to have a material effect
on the price or value of our securities must immediately
be disclosed via the ASX unless an exception applies
under regulatory requirements.
Certain disclosure decisions are the responsibility of the
Board (for example, relating to matters of fundamental |

| INTRODUCTION THE BOARD
OPERATION OF
THE BOARD
DIVERSITY,
ETHICAL DECISION
MAKING &
KEY POLICIES
SUSTAINABILITY
& RISK
FINANCIAL
REPORTING
AND DISCLOSURE 25
importance to the Group such as material transactions
or material changes in strategic direction). For other
decisions, our Disclosure Committee is responsible
for determining whether matters should be disclosed
publicly under the policy, and for assisting employees in
understanding what information may require disclosure to
the market on the basis that it is market sensitive.
The Disclosure Committee is comprised of the Disclosure
Officer (who is the CFO), the Group General Counsel
and at least one of the following: the CEO, the Chief
Risk Officer, the Group Executive, Customer & Corporate
Services, the Company Secretary of Westpac and the
General Manager, Investor Relations.
The Disclosure Officer is ultimately responsible for all
disclosure-related communication with relevant securities
exchanges. The Company Secretary or their delegate is
authorised to lodge ASX announcements once they have
been approved. A copy of announcements on material
issues will also be provided to the Board promptly after
release to the ASX, unless previously provided.
Before Westpac gives a new and substantive investor
or analyst presentation, we will release a copy of that
presentation to the market. Once relevant information
is disclosed to the market and available to investors,
it may also be published on our website. This includes
investor discussion packs and presentations on our
financial results.
Our website also contains Annual Reports, results
announcements, speeches and support material given at
investor conferences or presentations, notices of meetings
and key media releases.
Shareholder communication
and participation
We are committed to keeping shareholders fully informed
about Westpac in compliance with our obligations –
from our strategy, operations and performance, to our
governance and sustainability approach. As part of
our investor relations program – and consistent with
our Market Disclosure Policy – we carry out a range
of activities to facilitate two-way communication with
shareholders, including:
• providing relevant company information online via our
Investor Centre on our website;
• giving shareholders the option to receive information
and communications electronically or via hard copy;
• responding to shareholder queries directly via phone,
email and mail; and
• enabling shareholders to view major market
briefings and maintaining that information in our
Investor Centre.
Our financial calendar in our Investor Centre lists
all major market briefings and shareholder meetings.
Announcements on these events may also be made on
the ASX.
Westpac seeks to facilitate shareholder participation at
general meetings. We aim to choose a time and location
that is convenient for shareholders, and we typically move
our AGMs across capital cities. We provide explanatory
notes in the Notice of Meeting to shareholders, and the
AGM is also webcast live with a replay available for
viewing in our Investor Centre.
Westpac engages with shareholders and shareholder
groups throughout the year to gather feedback and allow
them to ask questions. This feedback assists the Group’s
decision making and allows us to address any key themes
in our reporting and/or at our meeting.
Westpac intends to hold a ‘hybrid AGM’ this year, with
shareholders being able to attend the AGM venue in
person or participate online or via the telephone.
Shareholders taking part in our 2024 AGM online (and
their proxies, corporate representatives and attorneys) will
be able to ask questions and make comments (either
through the AGM Online Platform or via the telephone)
and vote on the resolutions.
In addition, shareholders can lodge a direct vote before
the AGM. Consistent with our practice for voting at
meetings of shareholders, voting on all resolutions is
conducted by a poll. |

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