Corporate Governance

NAB Board

• Board of Directors
• Board Charter
• Director Independence Standards
• Board Committees

Conduct and Ethics Policy Framework

• Code of Conduct
• Code of Operation
• Banking Code of Practice
• Whistleblower Program
• Data Ethics

Policies

• Continuous Disclosure Policy
• Securities Trading Policy (PDF, 235KB), opens in new window
• Inclusion and Diversity Policy
• Conflicts of Interest
• Political Contributions Policy
• Model Litigant

Other Corporate Governance matters

• NAB Constitution
• Sustainability
• Australian Government Deposit Guarantee

Risk @ NAB

• Risk management
• Managing financial crime
• Self-assessment

Continuous Disclosure Stakeholder Communications

• Media, opens in new window
• Announcements
• Results Announcement 
• Annual General Meeting
• Annual Reports

NAB’s Continuous Disclosure Policy is made available under Policies.

Board Charter

The Group is governed by the Board of Directors. Information on the authority, responsibilities, membership and operation of the Board is set out in the Board Charter (PDF, 233KB), opens in new window.

Director Independence Standards

All NAB directors are expected to bring independent and unfettered judgement to Board deliberations. To qualify as ‘independent’, a director must be independent of management and free of any business or other association that could materially interfere with the director’s exercise of unfettered and independent judgement with respect to issues before the Board, and to act in the best interests of NAB and its shareholders.

In considering the independence of each director, the Board takes into account the factors outlined in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4^th edition).

The Board conducts regular (at least annual) reviews of the independence of each of the directors. Directors are expected to volunteer information as and when changes occur, and each non-executive director is required to make an annual disclosure to the Board of all relevant information.

To further assist in ensuring that the Board operates independently of management, non-executive directors meet in the absence of management at each scheduled Board and Committee meeting.

All non-executive directors of the Board are considered to be independent, as identified in the Report of the Directors in our 2018 Annual Financial Report.

For more information on the Independence Standards (part of the Board Charter) that are considered when assessing Director independence, see the Independent Director Standards (PDF, 152KB), opens in new window.

Board Committees

To assist in carrying out its responsibilities, the Board has established standing Board committees that cover each of Audit, Remuneration, Risk, Customer and Nomination and Governance matters. Other committees are created, with specific remits, as and when required.

Board committees and their respective charters (which include information on the responsibilities of each committee) are set out below. Information related to the operational procedures of board committees (including information on composition, reporting requirements, effectiveness evaluations and the role of Committee Chairs) is included in the Board Committee Operating Rules, which can be accessed below.

• Board Committee Operating Rules (PDF, 147KB), opens in new window
• Board Risk & Compliance Committee Charter (PDF, 112KB), opens in new window
• Board Audit Committee Charter (PDF, 152KB), opens in new window
• Board People & Remuneration Committee Charter (PDF, 178KB), opens in new window
• Board Nomination & Governance Committee Charter (PDF, 112KB), opens in new window
  
• Board Customer Committee Charter (PDF, 121KB), opens in new window

Continuous disclosure

We aim to be open and transparent with all stakeholders and we are committed to disseminating information to stakeholders in a fair, timely, clear and objective manner.

 The Group has adopted a disclosure policy that is designed to:

• ensure we comply with our legal and regulatory obligations; and
• promote investor confidence by ensuring that trade in our securities takes place in an informed market.

We will immediately notify the market on becoming aware of any information related to our businesses which a reasonable person would expect to have a material effect on the price or value of our securities. We do this by announcing such information to the relevant stock exchanges on which our securities are listed.

In certain limited circumstances, the applicable listing rules permit the Group not to disclose such market sensitive information. Our policy also provides that, in general, the Group will not respond to market speculation or rumours unless required to do so by law or the Australian Securities Exchange (ASX).

Where appropriate, we may request a trading halt from the ASX to prevent trading in the Group's securities by an inefficient and uninformed market.

NAB’s Disclosure Committee, comprised of senior executives, has primary responsibility regarding NAB’s disclosure obligations. The Group Executive, Legal & Commercial Services (or applicable delegate) is responsible for all communications with the relevant stock exchanges on which the securities of the Group are listed. All releases to the ASX and other relevant stock exchanges are made available on our website.

For more information see the Group Disclosure & External Communication Policy (PDF, 212KB).

Inclusion and diversity

Inclusion and diversity (I&D) drive better outcomes for customers, colleagues and the community. When colleagues feel valued and supported to contribute, it encourages performance, innovation and better risk management. The Board endorsed a refreshed I&D Strategy Framework in late 2021. This framework recognises the need to be proactive in considering inclusion and diversity in processes, policies and practices.

Group inclusion and diversity policy

As part of our annual commitments, the Group Inclusion & Diversity Policy (PDF, 920KB), opens in new window was reviewed and updated. The Board approved these updates in September 2023. The Policy continues to include a requirement for the Board People and Remuneration Committee to monitor and assess on an annual basis the effectiveness of the Inclusion and Diversity (I&D) Policy, Strategic Framework and practices in achieving the stated, measurable objectives.

FY22 to FY24 I&D Strategy Framework

The three-year Framework is explicitly aligned to our business and colleague strategies and looks to shape the way we think and How We Work. To facilitate sustainable and meaningful change, our Framework recognises the need to focus on inclusion, not only diversity in our key colleague processes and policies. The key focus areas of the Framework include:

• Inclusive leadership – Leaders are visible in their commitment to inclusion and actively build diversity in teams. They role model NAB’s How We Work in their everyday actions and ensure that systems are inclusive and accessible to all.
• Inclusive workplace – A culture that actively promotes and leverages team diversity, flexibility and wellbeing – an environment where all colleagues feel empowered to contribute to their full potential.
• Customer inclusion – Colleagues who take pride in understanding the needs of our customers, ensuring they can access the information, services and products they need with ease.

2021 to 2025 I&D measurable objectives

The measurable objectives aligned to the I&D Strategic Framework are as follows:

• Diverse leadership teams and talent pipelines by 2025:
  • At each salary level 40-60% of either gender represented.
  • NAB Board (non-executive directors) 40-60% of either gender represented.
  • NAB Group subsidiary boards 40-60% of either gender represented.

• Fair remuneration – Seek to reward people fairly and support our objective of gender pay equity < 10% by 2025.
• Inclusion score – Targeting no gap between diverse and non-diverse colleagues by 2025 using measures from the engagement survey.

NAB’s Executive Leadership Team continues to have direct accountability for the Framework’s execution. The Board receives annual updates on the performance against the Framework and its measurable objectives.

The table below outlines NAB’s progress against its 2021 to 2025 measurable objectives. More information on NAB’s 2021 to 2025 measurable objectives, including progress made against them, can be found in the 2022 Annual Report (PDF, 6MB), opens in new window. These objectives support the colleague-related goals set out in our Accessibility Action Plan 2021-2022 and Reconciliation Action Plan 2019-2021 (PDF, 4MB), opens in new window.

Progress against NAB’s 2021 to 2025 I&D measurable objectives

1. Diverse leadership teams and talent pipelines:

-At each salary level 40-60% of either gender represented.¹
-NAB Board (non-executive directors) 40-60% of either gender represented. 
-NAB Group subsidiary boards 40-60% of either gender represented.

¹Based on the percentage of women in each salary level, calculated using population of permanent full-time and part-time employees.

2. Fair remuneration – seek to reward people fairly and support our objective of gender pay equity <10% by 2025

¹Confirmed by Workplace Gender Equality Agency (WGEA) for the corresponding year at an organisational level. Analysis indicates our gender pay gap when comparing the base salary of all women to men within the Australian-based workforce of NAB for the reporting period 1st April to 31st March. Includes permanent, fixed term, and casual colleagues.

3. Inclusive workforce culture¹

¹The 'Inclusive workforce culture' scores are based off responses to the Group's Heartbeat survey conducted in August 2022 (2022 score), and July 2021 (2021 score). The methodology was revised in 2022 to measure the differences on an Inclusion Score, based on a combined response to three questions: 1. 'I feel comfortable being myself at work'. 2. 'I am treated with respect and dignity' and 3. 'Regardless of background, everyone at our company has an equal opportunity to succeed'. Previously, this objective measured the differences between percentage of favourable responses to the question ‘How happy are you working at NAB?'. The 2021 score has been restated to reflect the difference in Inclusion Score and has not been assured by EY. The table represents the scores for specific diverse groups, with comparisons to the related majority group within the workforce. The measurable objective remains consistent, with a target of no gap between diverse and non-diverse colleagues by 2025.

² Response calculated using the gender identity attribute in the Heartbeat survey.

³ Colleagues who selected that they identify as a person with disability in the Heartbeat survey.

⁴ Ethnic categories have been updated. In 2022, colleagues who selected any option other than Australian, New Zealand, English, Irish, Welsh, Scottish, South African and North American to the cultural/ethnic background question in the Heartbeat survey have been grouped as ‘ethnic minority’.

⁵ In 2021, colleagues who selected any option other than Australian, New Zealand, Anglo European, or Other European in either of the two cultural background questions in the Heartbeat survey have been grouped as 'ethnic minority'.

⁶Categories were expanded in 2022 to include asexual and homosexual, pansexual and non-binary or other gender. Other categories include lesbian, gay, bisexual, transgender/gender diverse, intersex and queer.

⁷Colleagues who selected they spend time providing unpaid care, help, or assistance for family members or others with or without disability (including children, adults or older adults) in the Heartbeat survey.

Conflicts of Interest

Summary of National Australia Bank's Policy on conflicts of interest applicable to National Australia Bank Limited and its controlled entities.

Overview

The nature and scope of National Australia Bank Group’s (NAB) activities mean NAB will face actual, potential or perceived conflicts of interest in the normal course of its business activities. These conflicts can give rise to decisions and actions that may be improperly influenced by personal or other motivations, negatively impacting our customers and NAB’s interests.

Conflicts may arise in a range of circumstances, including:

• NAB’s interests may conflict with those of our customers.
• The interests of NAB People (our directors, offices, employees, secondees or NAB contract hires) may conflict with those of our customers.
• The interests of two or more NAB customers conflict.
• The interests of NAB People conflict with those of NAB.

NAB has implemented policies and procedures to identify, assess, document, and manage conflicts of interest, and is acting to avoid conflicts where they cannot be managed. 

Identification of conflicts of interest

NAB operates a range of business procedures designed to identify conflicts of interest that may require management. NAB’s policies require that where conflicts are identified, they must be documented and appropriately escalated consistent with NAB procedures.

Management of conflicts of interest

NAB’s policies and procedures describe the methods which NAB may use to manage actual, potential or perceived conflicts of interest. Though it may be sufficient to disclose some conflicts (see the ‘Disclosure’ section, below), most require management using procedures and/or controls, supported by monitoring and supervision. 

These include (but are not limited to) physical, technological, and organisational arrangements to protect customer interests and to manage actual or potential conflicts of interest. 

NAB utilises physical, technological and organisational segregation arrangements to prevent or control the flow of information between NAB People as a means of preventing some conflicts of interest from crystalising.

Some conflicts must be avoided because they cannot be effectively managed, either because they pose an unacceptable risk or because it is required by law or regulation. In those circumstances, NAB may decline to proceed with the proposed service or transaction. 

Capital markets allocation summary (PDF, 185KB), opens in new window

Disclosure

NAB will disclose conflicts where required by law or regulation and utilises disclosure on its own and in combination with other conflict management arrangements. 

When used properly, disclosure can assist to ensure interests are transparent, acting as a counterbalance to conflicts of interest. Accordingly, NAB policies and procedures are designed to ensure that where we disclose conflicts, this is done at an appropriate time (e.g. prior to products and services being provided) and in a way that is clear, appropriately specific, and reasonably prominent.

Further information

Detailed internal NAB policy documents and operating procedures may not be fully represented in the summary description set out above. If you would like further regarding NAB’s conflicts of interest policies and procedures, please get in touch with your usual NAB contact.

Political Contributions Policy

NAB recognises that it has an important role to play in the Australian political process and in the development and promotion of policy.

Since 2016, NAB has not made individual donations to any political party, Parliamentarian, elected official or candidate for political office. From time to time, NAB representatives may attend business forums hosted by major political parties. Any payments for event attendance received by political parties will be included in the Australian Electoral Commission register.

You can also view the below:

• Group Political Contributions Policy (PDF, 181KB), opens in new window

Model Litigant

NAB commits to act as a model litigant and has adopted a Model Litigant Policy. 

We recognise our responsibility to act honestly and fairly in the conduct of litigation and make commitments on the way we will conduct ourselves in the handling of claims and litigation. 

Those commitments include:

• dealing with claims promptly and not causing unnecessary delay;
• endeavouring to avoid, prevent and limit the scope of legal proceedings wherever possible;
• where it is not possible to avoid litigation, facilitating the just resolution of the litigation as quickly, inexpensively and efficiently as possible;
• not taking advantage of a claimant who lacks the resources to litigate a legitimate claim; and
• not relying on technical defences unless NAB’s interests would be prejudiced.

It is not limited to particular customer segments nor is it limited to any particular type of claim or litigation.

Constitution

The Group's internal management is governed by the Company's constitution (PDF, 1MB), opens in new window.

Australian Government Deposit Guarantee

The Financial Claims Scheme (FCS) is an initiative by the Australian Government to provide protection and quick access to your deposits in financial institutions in the unlikely event that one fails.

Further information on the FCS

If you’d like to know more about the FCS there’s information available on the FCS website, opens in new window.

Risk management

Risk is an inherent part of NAB’s business and the effective management of risk is a fundamental enabler of our strategic plan. The strategy for managing risk is to protect customers and enable sustained performance. This is achieved through applying a Risk Management Framework, documented as part of the Risk Management Strategy, which is provided at least annually to the Australian Prudential Regulation Authority to meet our prudential requirements.

NAB applies a ‘Three Lines of Accountability’ operating model in relation to the management of risk. The overarching principle of the model is that risk management capability must be embedded within the business to be effective. The role of each line of accountability is:

• First Line – Businesses own risks and obligations, and the controls and mitigation strategies that help manage them.
• Second Line – A functionally segregated Risk function develops risk management frameworks, defines risk boundaries, provides advice and objective review and challenge regarding the effectiveness of risk management within the first line businesses, and executes specific risk management activities where a functional segregation of duties and/or specific risk capability is required.
• Third Line – An independent Internal Audit function reporting to the Board monitors the end-to-end effectiveness of risk management and compliance with the Risk Management Framework.

Our material risk definitions

Strategic risk

The risk to earnings, capital, liquidity, funding and/or reputation arising from an inadequate response to changes in the external environment; and risk of failing to properly consider downstream impacts and achieve effective outcomes when executing material change programs.

Credit risk

The risk that a customer will fail to meet their obligations to the Group in accordance with agreed terms. It is a financial risk that the Group consciously elects to take through both the Group’s lending activities (banking book) and markets and trading activities (trading book).

Market risk

The risk of loss from the Group’s trading activities or management of structural balance sheet exposures. Losses can arise from a change in the value of positions in financial instruments, bank assets and liabilities or their hedges due to adverse movements in market prices. This may be due to changes in credit spreads, interest rates, foreign exchange rates, market volatility and commodity and equity prices. Traded market risk can be taken on and managed by the Markets division, while Banking Book market risk (interest rate risk and foreign exchange risk) arise from the management of bank wide non-trading activity and is managed primarily by Group Treasury.

Balance sheet and liquidity risk

The risk of failing to manage and monitor key banking book structural risks such as liquidity risk and capital risk.

Operational risk

The risk of loss resulting from inadequate or failed internal processes, people and systems or external events. This includes legal risk but excludes strategic and reputation risk.

Compliance risk

The risk of failing to understand and comply with relevant laws, regulations, licence conditions, supervisory requirements, self-regulatory industry codes of conduct and voluntary initiatives, as well as internal policies, standards, procedures and frameworks that support sustainability and provide protections, to our customers.

Conduct risk

The risk that any action of an individual or NAB employees will result in unfair outcomes for customers.

Sustainability risk

The risk that Environmental, Social or Governance (ESG) events or conditions negatively impact the risk and return profile, value or reputation of the Group or its customers and suppliers.

The Risk Management Framework describes our strategy for managing risk and the key components. It is underpinned by consideration of the impacts of our business decisions on our customers, our community and our people. As a Group, responding effectively to those material risks with ESG implications is important to maintaining our financial performance, reputation, long-term strategy and vision. The Group has a set of Environmental, Social and Governance (ESG) Risk Principles (PDF, 313KB), opens in new window, which help integrate ESG risk considerations into the Risk Management Framework.

Risk Governance

Risk governance refers to the formal structure used to support risk-based oversight and decision-making across all our operations. This consists of Board, Board committees and executive-level management committees, delegations of authority for decision-making, management structures and related reporting.

The Board provides strategic direction for our business and represents the interests of our shareholders through the creation of sustainable value. This is achieved through a focus on customers, colleagues and the broader community. The Board is supported by its committees in carrying out its responsibilities (Charters are available on nab.com.au). The Board Risk & Compliance Committee is delegated oversight of risks and compliance on behalf of the Board.

The Board delegates responsibility for the day-to-day management of the Group’s operations to the Group Chief Executive Officer (CEO). The Group CEO delegates authority to members of the Executive Leadership Team (consistent with their BEAR accountabilities) and to executive-level risk management committees on risk topics. Executive-level management committees also exist for other topics, including customer, product & remediation matters, and people & culture matters.

The Group CEO oversees enterprise-wide risk management (under delegation from the Board) through the Executive Risk & Compliance Committee and its specialist supporting sub-committees. Each First Line business unit has an executive-level risk management committee that oversight all material risk categories and support the discharge of risk-related BEAR accountabilities for relevant members.

Managing financial crime

Financial crime has a devastating impact on our customers and community. NAB is dedicated to effectively managing financial crime risk and ultimately keeping customers, communities, and the financial system, safe.

Our fight against financial crime includes measures to manage money laundering / terrorism financing, fraud, bribery and corruption, and economic and trade sanctions.

Good corporate governance is a fundamental part of our culture and business practices. Our corporate governance framework and risk management practises are key in the detection and prevention of financial crime. To provide effective governance, the Board and Executive Management Committees receive regular reporting on risks relating to financial crime. Further to this, our executive leadership team have accountability for compliance with our financial crime obligations.

Find out more about our approach to the management of financial crime and how customer due diligence including identity verification helps us to fight against financial crime.

Self-assessment

Learn more about the progress we are making to improve our governance, accountability and culture.