corporate governance

Topics: Corporate governance, Board of directors, Management Pages: 19 (11279 words) Published: May 17, 2014
CORPORATE GOVERNANCE
INTRODUCTION

This corporate governance statement describes our
corporate governance framework, policies and practices as
at 4 November 2013.
Framework and approach
Our approach to corporate governance is based on a set of
values and behaviours that underpin day-to-day activities,
provide transparency and fair dealing, and seek to protect
stakeholder interests.
This approach includes a commitment to excellence in
governance standards, which Westpac sees as fundamental
to the sustainability of our business and our performance. It includes monitoring local and global developments in
corporate governance and assessing their implications.
We have equity securities listed on securities exchanges in
Australia, New Zealand and the United States.
Australia
We comply with the ASX Corporate Governance Principles
and Recommendations (ASXCGC Recommendations)
published by the ASX Limited’s Corporate Governance
Council (ASXCGC). We must also comply with the
Corporations Act and as an ADI must comply with
governance requirements prescribed by APRA under
Prudential Standard CPS 510 (Governance).
This statement addresses each of the eight ASXCGC
Recommendations with an explanation of our corporate
governance practices, demonstrating our compliance with
each Recommendation. A checklist summarising our
compliance is included at the end of this statement.
Further details about the ASXCGC Recommendations can
be found on the ASX Limited (ASX) website
www.asx.com.au.
New Zealand
Westpac also has ordinary shares quoted on the NZSX,
which is the main board equity security market operated by
NZX Limited (NZX). As an overseas listed issuer in New
Zealand, we are deemed to satisfy and comply with the
NZSX Listing Rules, provided that we remain listed on the
ASX and comply with the ASX Listing Rules.
The ASX, through the ASXCGC Recommendations, and
NZX, through the NZX Corporate Governance Best Practice
Code, have adopted similar ‘comply or explain’ approaches to corporate governance. However, the ASXCGC
Recommendations may materially differ from the corporate
governance rules and the principles of NZX’s Corporate
Governance Best Practice Code.
United States
Westpac has American Depositary Shares (ADS)
representing its ordinary shares quoted on the New York
Stock Exchange (NYSE). Under the NYSE Listing Rules,
foreign private issuers are permitted to follow home country practice in respect of corporate governance in lieu of the
NYSE Listing Rules. However, we are still required to
comply with certain audit committee and additional
notification requirements.

We comply in all material respects with all NYSE Listing
Rules applicable to us.
Under the NYSE Listing Rules, foreign private issuers are
required to disclose any significant ways in which their
corporate governance practices differ from those followed by domestic US companies. We have compared our corporate
governance practices to the corporate governance
requirements of the NYSE Listing Rules and note the
significant differences below.
The NYSE Listing Rules require that, subject to limited
exceptions, shareholders be given the opportunity to vote on equity compensation plans and material revisions to those
plans.
In Australia there are no laws or securities exchange listing rules that require shareholder approval of equity based
incentive plans or individual grants under those plans (other than for Directors, including the Chief Executive Officer
(CEO)).
Westpac’s employee equity plans have been disclosed in
the Remuneration report in Section 9 of the Directors’ report, which is subject to a non-binding shareholder vote at the
Annual General Meeting (AGM) and grants to our CEO are
approved by shareholders. The details of all grants under
our equity-based incentive plans have been disclosed in
Note 25 of our financial statements for the year ended
30 September 2013.
The NYSE Listing Rules provide that...
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