Annual Review 2015

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Board of Directors

With a range of skills and expertise, the NAB Board is a group of diverse and highly experienced business leaders who work together to guide NAB’s strategic agenda and oversee its implementation. Long-term value creation for stakeholders is a key priority for the NAB Board, as is making sure management maintain a high standard of accountability and integrity.

Board succession planning is ongoing at NAB. Two director appointments have been recently announced and are expected to occur by February 2016, which will bring fresh perspectives to the NAB Board while still retaining a deep understanding of our business. When a NAB Board vacancy is anticipated, the Nomination Committee considers a range of factors to identify suitable candidates. Current skills and competencies that highlight the depth of the NAB Board’s capabilities include strategy and organisational leadership, understanding global trends and the local finance industry, risk management, governance and information technology.

Board of Directors:

Paul Rizzo, NAB: Non-executive director since 2004. Member of the Risk, Audit, Information Technology and Nomination Committees. Retiring December 2015.

David Armstrong, NAB: Non-executive director since 2014. Chairman of the Audit Committee. Member of the Information Technology and Nomination Committees.

Geraldine McBride, NAB: Non-executive director since 2014. Member of the Information Technology and Nomination Committees.

Michael Chaney AO, NAB: Chairman since 2005, Non-executive director since 2004. Chairman of the Nomination Committee. Retiring December 2015.

Anthony Yuen, NAB: Non-executive director since 2010. Member of the Risk, Audit and Nomination Committees.

Daniel Gilbert AM, NAB: Non-executive director since 2004. Chairman of the Remuneration and Information Technology Committees. Member of the Nomination Committee.

Peeyush Gupta, NAB: Non-executive director since 2014. Member of the Risk, Remuneration and Nomination Committees.

Kenneth Henry AC, NAB: Non-executive director since 2011. Chairman of the Risk Committee. Member of the Remuneration and Nomination Committees. Will succeed Michael Chaney AO as Chairman, immediately following NAB’s Annual General Meeting in December 2015.

Jillian Segal AM, NAB: Non-executive Director since 2004. Member of the Risk, Remuneration, Information Technology and Nomination Committees.

Andrew Thorburn, NAB: Managing Director and Group CEO since 2014. Member of the Information Technology Committee.

New appointments:

Anne Loveridge - from December 2015

Doug McKay - from February 2016

››› For detailed information on the skills and experience of each director, see pages 20-22 of the 2015 Annual Financial Report.

Executive Leadership Team

The Group Executive Leadership Team has a wealth of experience and expertise in the banking sector, with the majority of the team having spent their careers in the industry. Led by Group CEO Andrew Thorburn, the team is focused on high performance and accountability to deliver for our shareholders.

They are united by a shared commitment to our customers, with the CEO and each executive sponsoring customers across our business to gain a better understanding of their needs and to improve our service.

Sharing the same core NAB values and integrity, the Group Executive Leadership Team work collaboratively across the organisation so that decisions are made for the benefit of the NAB Group as a whole and not for individual business units.

Executive leadership team:

Anthony Healy, Managing Director and Chief Executive Officer, BNZ

Gavin Slater, Group Executive, Personal Banking

Angela Mentis, Group Executive, Business Banking

Andrew Hagger, Group Executive, NAB Wealth

David Gall, Group Chief Risk Officer

Antony Cahill, Group Executive, Product and Markets

Andrew Thorburn, Managing Director and Group CEO

Craig Drummond, Group Executive, Finance and Strategy

Michaela Healey, Group Executive, Governance and Reputation

Renée Roberts, Group Executive, Enterprise Services and Transformation

››› For detailed information on the backgrounds and experience of each member of the Group Executive Leadership Team refer to our website

Our foundations
and governance


Our strong governance culture and framework underpins effective decision making and accountability across our business.

Effective governance practices and processes are vital to creating and delivering value to our customers and shareholders. They provide transparency and accountability, promote investor confidence and encourage innovation. They also make sure we are getting the right things done in the best possible way.

As part of our vision to be Australia and New Zealand’s most respected bank, NAB sets itself high standards in corporate governance and complies with the ‘ASX Corporate Governance Principles and Recommendations, 3rd edition’ which sets out governance practices for listed companies.

As the representative of NAB’s shareholders, the NAB Board is responsible for the governance of the NAB Group. The NAB Board is assisted by its committees, as shown in the adjacent diagram.

At a high level, the NAB Board’s main responsibilities include overseeing and monitoring:

Strategic and operational planning.

Risk management and compliance.

Financial management and integrity of external reporting.

Succession planning and culture.

Governance framework

Some of the components of NAB’s corporate governance framework and approach include:

A highly skilled, diverse and independent Board.

Strong, co-ordinated management.

Robust risk management system.

Compliance with external regulation and internal policies40.

Timely, comprehensive communication with stakeholders.

Long-term genuine commitment to sustainability.

Authority is delegated by the NAB Board to the Group CEO, who is responsible for the day-to-day management of NAB’s business. The Group CEO further delegates authority to senior executives and management committees who are empowered to make certain decisions to specified levels, beyond which they must be escalated back to the NAB Board.

The governance framework, along with the specific delegations within it, are reviewed and approved by the NAB Board and the Group CEO every year.

nab governance framework

Effective leadership

The NAB Board regularly reviews its composition to make sure that it consists of directors with a diverse range of skills, expertise and experience that are directly relevant to our business. The majority of NAB’s directors are independent, non-executive directors and all of them must have unquestionable integrity and good character. The Chairman is not a former executive of NAB and the role of Chairman and Group CEO are not exercised by the same person. See the Board of Directors section on page 33 of this report for more details.

NAB’s Board Nomination Committee annually considers the individual skills of each director, as well as the overall capability of the NAB Board to make sure that its composition remains appropriate and effective. The NAB Board also conducts an annual assessment of the performance and effectiveness of the NAB Board as a whole, of each of its committees, and of individual directors.

Responsible remuneration

We have built our remuneration policy around linking rewards to shareholder value, promoting long-term growth and attracting and retaining high-performing employees.

We create appropriate incentives through variable components of remuneration, which are based on individual and organisational performance and also include risk outcomes. We publish the remuneration of the Group CEO and our senior executives in NAB’s 2015 Annual Financial Report.

Transparent communication with our shareholders

We are committed to maintaining a level of disclosure that gives all of our shareholders timely and equal access to information.

We communicate this information in a number of ways including direct written communication, publication of all relevant NAB Group information on our website and the webcasting of significant market briefings and meetings, including the Annual General Meeting.

Risk governance

Maintaining an active focus on risk and compliance is non-negotiable and it underpins how we run our business. We identify and actively manage risk as part of a Group-wide ‘Risk Management Framework’ for which the NAB Board is ultimately accountable. The Risk Committee, which is made up of non-executive independent directors, helps the NAB Board to carry out certain responsibilities within the Governance Framework. For more on our risk management, see page 38.

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