Corporate governance

The Group's internal management is governed by the Company's constitution (PDF, 237KB).

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, 101KB).

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 (3^rd 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, 49KB).

To assist in carrying out its responsibilities, the Board has established standing Board committees that cover each of Audit, Remuneration, Risk, 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 composition, responsibilities and administration of each committee are set out below:

• Board Risk Committee Charter (PDF, 84KB)
• Board Audit Committee Charter (PDF, 120KB)
• Board Remuneration Committee Charter (PDF, 121KB)
• Board Nomination & Governance Committee Charter (PDF, 66KB)
  

• Code of Conduct
• Code of conduct- NZ (PDF, 3.3MB)
• Code of conduct- UK (PDF, 6MB)
• Group Securities Trading Policy (PDF, 200KB)

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

• we disclose activities to shareholders and the market in a full and timely manner and comply with our legal and regulatory obligations
• all stakeholders have an equal opportunity to receive and obtain externally available information issued by the Group.

We will immediately notify the market (by announcing to the stock exchanges on which our securities are listed) 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.

In certain circumstances, the applicable listing rules permit the Group not to disclose such material information.

Our policy 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.

The Company Secretary is responsible for communicating with the relevant stock exchanges on which the securities of the Group are listed. All such releases, including relevant external briefing and presentation materials, will be made available on our website.

In appropriate circumstances, we may request a trading halt from the Australian Securities Exchange to prevent trading in the Group's securities by an inefficient and uninformed market.

For more information see the Group Disclosure & External Communication Policy (PDF, 158KB).

The Group aims to be open and transparent with all our stakeholders, including our shareholders, and to make all communications easy to access and in plain English.

Information is communicated to shareholders regularly through a range of forums, publications and online. These include:

• the Annual General Meeting
• notices and explanatory memoranda of Annual General Meetings
• the Annual Financial Report (for those shareholders who have requested a copy)
• the Annual Review (for those shareholders who have requested a copy)
• regular trading updates and market/investor briefings
• letters from the Chairman to inform shareholders of key matters of interest
• the Group's website, providing access to announcements, media releases, financial reports, previous years' financial results and investor presentations.

The Notice of Annual General Meeting (AGM) provides details of the location, time and date of the AGM, the business to be considered by shareholders and details about each candidate standing for election or re-election as a Director. For those shareholders unable to attend the AGM, a webcast is available on our AGM page. Our external auditors attend this meeting and are available to answer shareholder questions about the conduct of the audit and preparation and content of the auditor's report.

Our AGM page also includes responses to questions taken on notice at the AGM.

NAB is committed to a culture of inclusion and a diverse workforce representative of our customers and the communities in which we operate. At NAB, individual differences are valued and respected. The Board has approved an enterprise Diversity & Inclusion Strategy (the Strategy) for 2017-2020.

The Strategy is explicitly aligned to our business strategy and leverages key pillars of NAB's People Strategy to drive an integrated approach. The overarching priority of the Strategy is inclusion. The three imperatives of the Strategy are gender equality, life stage inclusion, and lesbian, gay, bisexual, transgender and intersex (LGBTI+) inclusion. We are also focused on cultural inclusion and improving accessibility for our people and our customers.

The three imperatives are underpinned by three key enablers:

• leadership,

• flexibility, and

• employee resource groups.

Our employee resource groups enable NAB People to connect with others who are passionate about diversity and inclusion, and to champion and advocate for this across our business.

NAB's Executive Leadership Team has direct accountability for the execution of the Strategy, and for actively promoting a culture that encourages inclusivity and diversity of thought, in order to build productivity and support an engaged and high performing workforce.

The Board receives an annual update on diversity and inclusion and regular updates on performance against the Strategy's measurable objectives for achieving gender diversity. In July 2018, the Board approved an updated Group Diversity & Inclusion Policy, which is published in the Corporate Governance section of our website. The Group Diversity & Inclusion Policy includes a requirement for the Board to set measurable objectives for achieving gender diversity and to assess, at least annually, the objectives and the progress towards them. These measures satisfy Recommendation 1.5 of the ASX Corporate Governance Principles.

Our Enterprise Diversity & Inclusion Steering Committee's role is to champion and enable the Strategy at a Group and divisional level, by being a voice for inclusion at NAB and by removing barriers in order to drive equality. The Committee is led by our Chief Legal & Commercial Counsel and our Group CFO, and includes senior representation from each business area and the employee resource groups.

In 2018 72% of employees told us through the inclusion measure in our annual employee engagement survey that they experience an inclusive workplace. Our aim is to reach 78% or higher by 2020 for this metric – which represents the top quartile of organisations in Australia and New Zealand.

Our 2020 Objectives

Gender equality¹ remains a key priority for NAB, and we are committed to achieving gender equality at every level of our business by 2020. From our executive leaders through to our entry level roles, we are striving for every level² to have 40-60% female representation by 2020.

'Towards 2020: NAB's road to gender equality' (PDF, 866KB) outlines how we plan to achieve this, and is published in the Gender Equality section of our website. The Board has approved measurable objectives for achieving gender diversity for FY18, FY19 and FY20. Our progress during FY18 towards achieving our measurable objectives is set out below.

¹ Gender Equality is defined as 40-60% of either gender represented.

² This includes NAB’s entry level roles through to our executives. A separate gender target has been set for non-executive director representation on the NAB Board – refer to Table 1.

³ These targets are enterprise targets, include operational and non-operational employees but exclude fixed term contractors and casuals. Non-operational employees are employees on any specified absence type for greater than 90 days.

⁴ The target is to increase the number of female non-executive directors on the NAB Board as vacancies and circumstances allow.

⁵ The Australian Talent population includes employees who have been objectively assessed against evidence-based criteria, and selected by Divisional Leadership Teams as having upward potential.

⁶ In 2018, over 350 Senior Leaders participated in a development experience aimed at providing insights on current capability and identifying future potential to progress to more senior roles. Talent selection decisions have been made from this group.

⁷ In FY17 Australian Talent population numbers only reflected a small portion of the population due to the flow of assessment and Talent selection, and were not a true reflection of final numbers, which explains the variance between 2017 and 2018 female representation in the Talent Population.

⁸ As at 30 September 2018, 46% of the graduates who have accepted positions in NAB’s 2019 Australian graduate program are female. At offer stage of the 2019 Graduate Program, female representation was 50.7%.

Overall, NAB has underperformed against its gender equality targets for FY18. In particular, we have not reached the FY18 targets for female representation at the Executive Management and Senior Management levels, or in our Australian Talent or Australian Graduate populations. This has the attention of NAB's Executive Leadership Team and the Board.

We remain committed to our 2020 goal for achieving gender equality at every level of the business. In FY19 we are increasing senior leadership accountability for achieving NAB's gender equality targets, through an increased emphasis on gender diversity in senior leaders' FY19 performance goals. This is one of many initiatives that will be implemented to lift our gender equality performance in FY19 and get back on track to meet its 2020 gender equality objectives.

Diversity and Inclusion

The Group's gender diversity initiatives during the 2018 financial year included:

Male Champions of Change: In April 2015, our CEO joined a growing coalition of Male Champions of Change (MCC). In doing so, he made a personal commitment to take action to advance gender equality. In 2018, the MCC coalition released two reports aimed at addressing key barriers to advancing gender equality: ‘We Set the Tone: Eliminating Everyday Sexism' and ‘Backlash and Buy-In: Responding to the Challenges in Achieving Gender Equality'.

Breakthrough Program: We continually encourage our women to participate in Breakthrough, a comprehensive suite of development programs designed to equip female employees with the skills, knowledge and tools they need to transition into more senior roles. In 2018, almost 700 NAB women participated in the program.

Talent Acquisition: We strive to ensure that every executive leadership role has a minimum of 50% female representation on hiring shortlists, regardless of whether they're sourced internally or externally. From October 2018, this requirement was extended to all roles, at all levels (excluding volume based recruitment, which already has steps in place to enable gender equality).

Panel Pledge: NAB leaders have committed to a ‘Panel Pledge'. Whenever our people are invited to be involved in or sponsor a panel or conference, we'll ask about the organiser's efforts to ensure women are represented.

International Women's Forum (IWF) Cornerstone Conference: NAB was a Principal Sponsor of the IWF Cornerstone Conference, held in Melbourne Australia in May 2018. IWF is an invitation-only, membership organisation comprised of more than 6,500 diverse and accomplished women from 33 nations on 6 continents, united to advance women's leadership locally and globally.

Bloomberg Gender-Equality Index: NAB was included in the 2018 Bloomberg Gender-Equality Index. This international index measures gender equality across internal data points, HR policies, external community support and gender conscious product offerings.

UN Women's Empowerment Principles: In December 2017, Andrew Thorburn signed the CEO statement of support for NAB to become a signatory to the Women's Empowerment Principles – a joint initiative of the UN Global Compact and UN Women that provides a holistic framework for global corporate action on empowering women in the workplace, marketplace and community.

NAB AFL Women's Competition: NAB continues to sponsor the NAB AFL Women's Competition, helping to make AFL the game for everyone.

In addition, the Group's broader inclusion initiatives during 2018 included:

Inclusive Leadership Curriculum: Our newly designed inclusive leadership curriculum was embedded into our core leadership development programs for Group 2-5 leaders. This ensures that we strengthen capability in inclusive leadership across the business, and since launching we have delivered this curriculum to approximately 1200 leaders.

2018 Special Olympics Australia National Games: NAB was the Presenting Partner for the 2018 Special Olympics Australia National Games in Adelaide. This inspirational event saw more than 850 athletes with an intellectual disability compete in Adelaide from 16 – 20 April 2018, across 11 sporting disciplines.

Diversity Council Australia (DCA's) – Annual Debate: NAB was the major sponsor of the DCA's premier diversity event, the 2017 Annual Diversity Debate and will once again sponsor this in November 2018. Funds raised enable the DCA to support their membership base with expert advice across all dimensions of diversity.

Accessibility Action Plan 2017 – 2018: In its second year, NAB's 2017-2018 Accessibility Action Plan (AAP) continues to demonstrate NAB's commitment to improve accessibility for our people, customers and the community. We are currently setting our accessibility objectives for beyond 2018, and a new AAP will launch in FY19.

Launch of Cultural Inclusion employee resource group: Our newest Employee Resource Group, Cultural Inclusion, was launched with the aim of empowering employees of different ethnic and cultural backgrounds to realise their full potential in leadership.

Cultural Inclusion Alliances: We have commenced an alliance with the Asian Leadership Project and Culturally Diverse Workforces, who are committed to driving greater representation of culturally diverse people in leadership within Corporate Australia. This alliance has accelerated senior leader awareness of cultural inclusion, as well as enabled networking and development opportunities for culturally diverse employees.

Australian Workplace Equality Index Awards (AWEI): The AWEI provides a national benchmark on LGBTI+ workplace inclusion, which is designed to gauge the overall impact of inclusion initiatives on organisational culture. In 2018, NAB achieved silver status.

Supporting the wider LGBTI+ community: NAB has continued to contribute to a range of LGBTI+ community events, through sponsorship of the Midsumma Festival, Chillout Festival and Yarra Ranges Football League Pride Cup (regional AFL) and participation in the Fair Day at Brisbane Pride.

One Young World Summit: In October 2018 NAB sent a delegation to the One Young World 2018 Summit, in The Hague, Netherlands. NAB's delegation comprised a diverse group of our high performing early-career Talent. One Young World is the global forum for young leaders and attendance provides opportunities to connect with other young leaders, and to debate, formulate and share innovative solutions for pressing global issues.

Reconciliation Action Plan (RAP): Throughout 2018 we have reflected on the achievements of, and learning from, our 2015 - 2017 RAP where we worked in partnership with Aboriginal and Torres Strait Islander people, customers and communities with the aim to create an inclusive society and a better future together. This has informed the development of our next RAP which is currently underway. NAB is committed to Aboriginal and Torres Strait Islander workplace inclusion. In 2018 we continued core programs, which included offering over 80 Indigenous Australian traineeships and providing more than 6500 Indigenous Australians with access to fair and affordable microfinance products and services in partnership with Good Shepherd Microfinance.

NAB views corporate responsibility (CR) as a critical component of executing our strategy, backing our communities to succeed, and achieving our new vision to become Australia’s leading bank, trusted by customers for exceptional service. This means we assess and balance risks and opportunities to drive long-term value to our customers, employees, shareholders and the communities in which we operate.

We do this by applying a range of tools and approaches including philanthropy, corporate responsibility and, increasingly, shared value – leveraging our core assets and expertise as a bank to address social and environmental challenges at scale.

We conduct an annual materiality assessment to identify and prioritise the environmental, social and governance (ESG) themes that matter most to our stakeholders and to establish where NAB can drive the greatest impact. This assessment process is detailed in our 2018 Sustainability Report, which is available on our website.

CR is embedded across the Group by:

• Engaging with stakeholders to identify current and emerging material issues, challenging NAB to develop mutually beneficial solutions and helping to define strategic direction.
• Implementing a CR program that sets clear objectives, establishes appropriate policies, procedures and activities and includes measuring and reporting on progress.
• Integrating CR management and reporting into governance structures and internal communications to ensure that CR is understood by the Board, executives and employees.
• Focusing on three key social impact areas – financial health, stronger communities and environmental wellbeing – in which the Group is well placed to create a positive impact.

The Board has oversight of CR and ESG risks, including climate change. The Board is provided with updates on CR and ESG risks, and other CR-related matters as appropriate.

NAB continues to engage stakeholders to generate dialogue and gain feedback on our CR strategy, activities and material issues facing NAB. Our engagement includes a combination of informal engagement with leaders from a range of social and environmental backgrounds, and our formal Indigenous Advisory Group (IAG) which provides strategic guidance on NAB’s engagement with Aboriginal and Torres Strait Islander people and on NAB’s Reconciliation Action Plan. NAB’s Chairman Dr Ken Henry is the Co-Chair of the IAG.

NAB has a Modern Slavery and Human Trafficking Statement pursuant to the Modern Slavery Act 2015 (UK) and in accordance with our Human Rights Policy. NAB has a Supplier Sustainability Program in place to manage risks within our material supply chain relationships.

Corporate responsibility performance
Further information on the Group’s CR approach and performance is provided in the 2018 Annual Review, the 2018 Sustainability Report (PDF, 3.2MB), the 2018 Sustainability Data Pack (PDF, 1.2MB), and on the Group’s website at www.nab.com.au/cr. External assurance is provided over the CR data contained in the 2018 Annual Review and 2018 Sustainability Report.

You can view our relevant policies at our Resource Library.

Effective risk management, including having a Risk Management Strategy and sound risk culture, is essential to achieving NAB’s vision to be Australia's leading bank, trusted by customers for exceptional service.

Our strategy for managing risk is to take the right risk, with the right controls for the right return. This is achieved through a strong risk culture and our Risk Management Framework (RMF).

NAB's risk management is based on the 'Three Lines of Defence' model. These act as the foundation for effective risk management across the bank.

First line - Each business owns and manages risks and controls (including the identification and assessment of risks and controls) within their business and across the value chain, in line with risk appetite.

Second line - The Risk function develops and maintains the risk management framework which enables the NAB Group to manage the risk and control environment within the Board approved risk appetite.

Third line - Internal Audit provides independent assurance over the risk management framework and its application by the First and Second lines.

Our RMF is described in our Risk Management Strategy (RMS), which is provided at least annually to the Australian Prudential Regulation Authority to meet our prudential requirements.

Our material risks are defined in our RMS as:

The Group also has a set of Environmental, Social and Governance (ESG) Risk Principles (PDF, 433KB), which provide an overarching framework for integrating ESG risk considerations into the RMF.

Risk Governance

Risk governance applies the principles of good governance to the identification, assessment, management and communication of risks. A transparent and robust corporate governance structure is in place for the Group with supporting processes to meet the needs and expectations of shareholders and stakeholders.

The Board’s key role is to create and deliver value to shareholders by effectively governing the Group, while meeting the interests of all stakeholders. The Board has established a number of committees to assist it in carrying out its responsibilities and these operate under specific delegated authority granted by the Board and provide specialised focus on particular areas as articulated in their governance charters. (Charters are available on nab.com.au).

The Board delegates responsibility to the Group CEO to manage the day to day operations of the Group. This responsibility is partly effected through the executive risk committee structure, starting with the Group Risk Return Management Committee (GRRMC). A number of sub-committees support the GRRMC in governing specific material risks.

First Line risk committees provide governance in support of the management of risk matters, including material risks across the value chain. Second Line Risk specialists are members of these committees to provide oversight, and review and challenge.

Support of political parties

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

The Board believes that NAB can best fulfil its commitment to a balanced approach to stakeholders through continuing to support the community directly, rather than through political donations.

From May 2016, NAB ceased making political donations at the Commonwealth, State and Local Government level.

How are previous donations disclosed?

Australia: the Group made annual third party disclosure returns that were lodged with the Australian Electoral Commission (AEC). Following the change to our political donations policy in May 2016, our final disclosure occurred in the 2015-16 financial year. Previous NAB annual disclosures are publicly available on the AEC website.

You can also view the below:

• Group Political Donations Policy (PDF, 83KB)

The Board is responsible for the Group's remuneration policy and strategy. In particular, the Board:

• Approves remuneration policy and remuneration arrangements for the Group including the Group CEO and Executive Leadership Team;
• Evaluates the performance of the Group CEO, Executive Leadership Team and other senior executives; and
• Approves remuneration arrangements for non-executive Directors.

The Board has established a Remuneration Committee to assist it in governing remuneration across the Group. The Remuneration Committee supports the Board in relation to NAB’s remuneration policies and practices with the objective that these:

• are reasonable and fair, in line with legal and regulatory requirements and shareholder expectations;
• responsibly reward individuals for performance; and
• in respect of performance-based remuneration, encourage behaviour that supports NAB’s long-term financial soundness and aligns with prudent risk-taking.

In fulfilling this role, its principal activities include the following:

• Recommending to the Board annually the fixed remuneration and variable reward outcomes for the Group CEO, Executive Leadership Team and other senior executives based on both NAB’s performance (including a mix of customer, risk and financial metrics) and each executive’s individual performance.
• Monitoring and making recommendations regarding deferred equity vesting outcomes.
• Oversight of NAB’s consequence management framework and management of underperformance and impact on remuneration outcomes.

In 2018 NAB made significant changes to remuneration – to encourage performance that represents the interests of all NAB stakeholders. As a result, the Board introduced a new executive remuneration framework for the Group CEO and Executive Leadership Team. The new framework is compliant with the Banking Executive Accountability Regime. It applies with effect from 1 October 2017. The Board used the new framework to assess the 2018 performance outcomes for the Group CEO and Executive Leadership Team.

Those outcomes and information on the Group’s remuneration and performance frameworks are set out in NAB’s 2018 Remuneration Report.

• Remuneration Report in the Report of the Directors in the Annual Financial Report (PDF, 737KB)
• Financial Services Companies Peer Groups (PDF, 9KB)
• Top 50 Companies Peer Groups (PDF, 18KB)

We're committed to protecting the bank and our customers by meeting our legal and regulatory requirements in the areas of financial crime. This includes anti-money-laundering and counter-terrorism financing (AML/CTF), anti-fraud, anti-bribery and corruption, and sanctions and embargoes.

Good corporate governance is a fundamental part of our culture and business practices in the prevention of financial crime. Our corporate governance framework along with effective risk management is a key capability of a successful financial services provider in the prevention of financial crime. Find out more about our approach to the management of financial crime.

External commitments and activities in financial crime prevention include:

• reflecting in our policies and procedures Australia’s adoption of the FATF Recommendations (International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation)
• adoption and commitment to the Wolfsberg Group AML Principles and Questionnaire (PDF, 365KB) also available from Bankers Almanac
• maintaining and making publicly available NAB’s Patriot Act Certification (PDF, 407KB) regarding correspondent accounts for Foreign Banks. The Patriot Act Certificate is available to any financial institution that requires a Patriot Act Certificate from the NAB Group. This certification covers all branches listed in this file (PDF, 57KB).
• compliance with international AML/CTF rules and regulations
• adhering to relevant international Sanctions & Embargoes legislative requirements including relevant watch lists issued by certain competent authorities
• compliance with local and international anti-bribery and corruption rules and regulations
• compliance with the Foreign Account Tax Compliance Act (FATCA) (PDF, 11KB).

We're a signatory to the UN Global Compact (UNGC) which includes a commitment to work against corruption in all its forms, including extortion and bribery. See our latest UNGC Communication on Progress.

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.

How the Financial Claims Scheme works

Under the FCS, certain deposits are protected up to a limit of $250,000 for each account holder at any bank, building society, credit union or other authorised deposit-taking institution that’s incorporated in Australia and authorised by the Australian Prudential Regulation Authority (APRA).

The FCS can only come into effect if it’s activated by the Australian Government when an institution fails. Once activated, the FCS will be administered by APRA who would aim to pay the majority of customers their protected deposits within seven calendar days.

Application of the FCS limit

The FCS limit of $250,000 applies to the total of an account holder's deposits under the one banking license.

This means, all deposits held by an account holder with a single banking institution, including accounts with parts of the business operating under a different trading name, count towards the limit. For example, deposits you have with NAB, nabtrade and Ubank would count towards the $250,000 limit.

NAB businesses covered by the Scheme

The FCS applies to NAB, nabtrade and UBank.

Deposits covered by the Scheme

The FCS applies to a wide range of deposits held with NAB, including:

• savings accounts
• call accounts
• term deposits
• current accounts
• cheque accounts
• debit card accounts
• transaction accounts
• personal basic account
• cash management accounts
• farm management deposits
• pensioner deeming accounts
• mortgage offset accounts, either 100 per cent or partial offset, that are separate deposit accounts
• trustee accounts
• retirement Savings Accounts
• first home saver accounts that are deposit accounts

Further information on the FCS

If you’d like to know more about the FCS there’s information available on the FCS website.

Our core behaviours encourage our people to speak up and have open, honest conversations. Our Code of Conduct, compliance standards, and policies guide our day-to-day decisions, actions and behaviours and govern our business.

Our Group Whistleblower Protection Policy (PDF, 344KB) is applicable to all employees (including all directors, officers, employees, former employees, contractors, subcontractors and agents of the Group) and subsidiaries across our operations. The Policy complements the normal communication channels that exist for raising concerns between people leaders and employees without fear of reprisal. All employees (and former employees) have access to the independently managed KPMG FairCall Service.

The Group Whistleblower Protection Policy and Group Whistleblower Program are part of the Group Corporate Governance and Risk Framework. Overall governance of the Group Whistleblower Program is undertaken by the Board Audit Committee with day-to-day operation of the Program managed by Internal Audit.

The Group Whistleblower Committee is chaired by our Chief Audit Officer and meets bi-monthly. The Whistleblower Committee is comprised of senior leaders from across the business and is responsible for oversight of the Whistleblower Program and decisions and activities of Program officers, ensuring appropriate activities are undertaken to raise awareness of the Program across the business and ensure effective and regular reporting to Board Audit Committee in relation to the work of the Program.