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- Formal Board Charter, which details roles and responsibilities of the Board and delegations
to senior management. - Formal letters of appointment for directors
and executives. - Board, Board Committee and management
roles and responsibilities are clearly defined and disclosed. - Formal executive performance review
processes set out and in place.
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- The majority of the Board are independent directors, with independence reviewed regularly.
- The Chairman is non-executive and independent and hence the Chairman and CEO are separate roles.
- Directors have access to independent professional advice.
- Formal annual reviews of Board, Board Committees and individual director performance.
- Induction process, continuing education and workshops on specific areas for directors
in place.
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- Comprehensive policies implemented, communicated and disclosed to promote consistent ethical behaviour, transparency
and accountability. - Examples of such policies include the Code
of Conduct, Principles for Doing Business, Insider Trading Policy, New Issues Policy and Whistleblower Protection Policy.
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- Audit Committee meets quarterly and is comprised of non-executive Directors only.
- Chair of the Audit Committee is independent
and is not Chair of the Board. - Audit Committee has a formal Charter detailing its roles and responsibilities.
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- Market Disclosure Policy regularly reviewed
to reflect ASX and other offshore stock exchanges’ continuous disclosure requirements.
- Disclosure Committee maintains guidelines
on what information may be price sensitive and considers potential disclosure matters.
- Company announcements are clear, factual, timely and comprehensive.
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- Communications policy and procedures in
place to ensure shareholders receive timely information.
- Shareholders are able to choose to receive information in a way most convenient to them including by hard copy or electronically, and
are able to access all relevant information on
- Westpac’s website.
Procedures in place to encourage shareholder participation at AGM such as encouraging prior notice of questions for the AGM
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- Extensive risk management framework and supporting policies and controls in place. Reviewed annually by the Risk Management Committee.
- Effectiveness of risk processes and controls regularly reported to the Risk Management and Audit Committees.
- Separate and independent internal and external audit functions.
- The CEO and CFO assure that the s295A Corporations Act declaration is founded on sound risk management and internal controls and that the system is operating effectively in all material respects in relation to reporting financial risks.
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- The Remuneration Committee operates under
a formal Charter and is comprised of three independent non-executive Directors, meeting quarterly and as required.
- Remuneration policies are regularly reviewed
to enhance corporate and individual performance and ensure a clear alignment of shareholder interests to individual and Group objectives.
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