The more we look … the more we see what really matters Annual Review 2014

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Clear and effective governance

NAB’s governance framework underpins effective decision making and accountability across the business. It is the basis of our ability to direct our operations, business practices and culture. It is fundamental to how we deliver value to our customers, businesses and shareholders.

››› For more information on our Corporate Governance framework and practices, refer to the ‘Corporate Governance’ section in NAB’s 2014 Annual Financial Report.

A structured approach

NAB’s Board is responsible for the governance of the NAB Group, as the representative of NAB’s shareholders. NAB’s Board is assisted in carrying out its responsibilities by its committees which include Audit, Risk, Remuneration, Nomination, and Information Technology committees. Supported by our governance framework, the Board oversees:

Strategic and operational planning

Risk management and compliance

Financial management and external reporting

Succession planning and culture

NAB’s CEO is delegated with the authority and responsibility for the day-to-day management of NAB’s operations by the Board. NAB’s CEO also delegates to senior executives and management committees in accordance with our delegation of authority governance framework. NAB continues to comply with the ASX Corporate Governance Principles and Recommendations.

Ensuring effective leadership

Board composition is guided by policy and principles to ensure the Board is comprised of directors with a diverse range of skills, expertise and experience directly relevant to NAB’s business. The majority of directors (including the Chairman) are independent non-executive directors. See the Board of Directors section of this 2014 Annual Review for details on our directors. The Chairman is not a former executive of NAB and the roles of Chairman and CEO are not exercised by the same person. Directors must also have unquestionable integrity and good character.

Our Board Nomination Committee annually reviews the combined capabilities of the Board and the individual merits of each director to ensure that the Board’s composition remains appropriate. The Board also conducts an annual assessment of the performance and effectiveness of the Board as a whole and of its committees and individual directors.

››› For more on the Board of Directors and the Executive Leadership Team, including their experience and remuneration, see the ‘Report of Directors’ in the 2014 Annual Financial Report at

Responsible remuneration

Our remuneration policy is structured to link rewards to shareholder value, promote long-term growth and attract and retain high-performing employees. We create appropriate incentives through variable components of remuneration, based on individual and organisational performance – which also include risk outcomes. We publish what we pay our CEO and our senior executives in NAB’s 2014 Annual Financial Report.

Transparent shareholder communications

We are committed to maintaining a level of disclosure that provides all shareholders with timely and equal access to information. Information is communicated to shareholders regularly through a range of communication methods, including direct written communication, publication of all relevant NAB Group information on NAB’s website and webcasting of significant market briefings and meetings, including the Annual General Meeting.

Corporate Responsibility framework

Our corporate responsibility (CR) framework seeks to ensure NAB gets the fundamentals right for customers, is a good employer, and addresses our broader responsibility to society. The Board and the Executive Leadership Team review, approve and oversee our CR strategy. Internal forums allow executive leaders, senior management and our people to engage with material CR issues. External dialogue captures strategic input and feedback from the Advisory Council on CR, and our Indigenous Advisory Group, among others. For more information on corporate responsibility see pages 22–25.

Risk governance

The NAB Group identifies and manages risk as part of a NAB Group-wide Risk Management Framework. Maintaining our focus on risk and compliance is a non-negotiable that underpins how we run our business. The Board is ultimately responsible for the Risk Management Framework and is assisted in carrying out certain responsibilities by its Risk Committee, which is comprised of non-executive directors. For more on our risk management, see page 20.


Entities within the NAB Group are defendants from time to time in legal proceedings. There are contingent liabilities in respect of claims, potential claims and court proceedings, against NAB Group companies. Where appropriate, provisions have been made.

Board of Directors

Michael Chaney AO

NAB: Chairman since 2005, Non-Executive Director since December 2004. Chairman of the Nomination Committee.

Background: More than 30 years in executive, financial management and governance including 13 years as CEO of Wesfarmers. Previous executive experience includes Australian Industry Development Corporation and petroleum exploration in Australia, Indonesia and US.

Key appointments: Chairman: Woodside Petroleum Ltd, Gresham Partners Holdings Ltd and International Education Advisory Council. Director: Centre for Independent Studies. Other: Chancellor of University of Western Australia. Member: The Prime Minister’s Business Advisory Council and Commonwealth Science Council.

Andrew Thorburn

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

Background: More than 28 years’ experience in banking and finance. A career banker, Andrew joined NAB in 2005. From 2008 to 2014 he was Managing Director and CEO of Bank of New Zealand, and was responsible for its strategic positioning and performance. He held senior roles at ASB Bank, Commonwealth Bank of Australia and St George Bank prior to joining NAB.

Key appointments: Director: Australian Bankers’ Association Inc and The Financial Markets Foundation for Children.

David Armstrong

NAB: Non-Executive Director since August 2014. Member of the Audit, Information Technology and Nomination committees.

Background: More than 30 years’ experience in professional services. A former partner of PricewaterhouseCoopers, he has significant knowledge and understanding of banking and capital markets, real estate and infrastructure and is well versed in reporting, regulatory and risk challenges faced by the industry.

Key appointments: Director: Opera Australia Capital Fund Limited and the George Institute for Global Health. Trustee: Australian Museum, Lizard Island Reef Research Foundation.

Daniel Gilbert AM

NAB: Non-Executive Director since 2004. Chairman of the Remuneration and Information Technology committees. Member of the Nomination Committee.

Background: More than 36 years in commercial law. Managing Partner and co-founder of Gilbert + Tobin. Currently Co-Chair of NAB’s Indigenous Advisory Group.

Key appointments: Chairman: National Museum of Australia and University of Western Sydney Foundation.

Peeyush Gupta

NAB: Non-Executive Director since 2014. Member of the Risk, Remuneration and Nomination committees.

Background: More than 30 years’ experience in wealth management and corporate governance, having served as a director on many corporate, not-for-profit, trustee and responsible entity boards. Co-founder and inaugural CEO of IPAC Securities, a pre-eminent wealth management firm spanning financial advice and institutional portfolio management, which was acquired by AXA. Currently a Non-Executive Director of certain NAB Wealth subsidiaries.

Key appointments: Chairman: State Super Financial Services Australia Limited, Charter Hall Direct Property Management Limited. Director: Safety, Return to Work and Support Board (NSW Workcover and Motor Transport Accidents Authority), Crowe Horwath, Securities Industry Research Centre of Asia-Pacific (SIRCA), QuintessenceLabs Pty Ltd and Special Broadcasting Services Board.

Kenneth Henry AC

NAB: Non-Executive Director since 2011. Member of the Audit and Nomination committees.

Background: More than 28 years in senior Australian government economic policy advisory positions. Secretary to the treasury 2001 to 2011. Special Advisor to the Prime Minister 2011 to 2012, with responsibility for leading the development of a White Paper on Australia in the Asian Century. Chaired the Henry Tax Review, 2008 to 2009.

Key appointments: Chairman: Advisory Council of the SMART Infrastructure Facility (University of Wollongong) and the Sir Roland Wilson Foundation (ANU). Director: ASX Limited and some of its subsidiaries. Board Member: Reconciliation Australia.

Geraldine McBride

NAB: Non-Executive Director since March 2014. Member of the Information Technology and Nomination committees.

Background: More than 26 years in the technology industry and international business. Former President of global software company SAP for North America. Founder and CEO of MyWave, a software and services company developing consumer and enterprise relationship solutions using personal cloud technologies.

Key appointments: Director: Sky Network Television Limited, Fisher and Paykel Healthcare.

Paul Rizzo

NAB: Non-Executive Director since 2004. Chairman of the Risk Committee. Member of Audit, Information Technology and Nomination committees.

Background: More than 40 years in banking and finance and former Dean and Director of Melbourne Business School. Held senior roles with Telstra, CBA, State Bank of Victoria and ANZ.

Key appointments: Chairman: Defence Audit and Risk Committee for the Australian Government Department of Defence, the Foundation for Very Special Kids, and The Rizzo Report Implementation Committee for Defence. Director: Australian Submarine Corporation Pty Ltd.

Jillian Segal AM

NAB: Non-Executive Director since 2004. Member of the Audit, Risk and Nomination committees.

Background: More than 20 years’ experience in law and regulation. Former ASIC Commissioner and Chair of Banking and Financial Services Ombudsman Board. Environmental and corporate partner and consultant at Allen Allen & Hemsley and worked for Davis Polk & Wardwell in NY. Member of the Company’s Corporate Responsibility Advisory Council.

Key appointments: Chair: General Sir John Monash Foundation. Director: ASX Limited and Garvan Institute of Medical Research. Deputy Chancellor University of NSW Council. Member: The Australian War Memorial Council and Sydney Opera House Board of Trustees.

John Thorn

NAB: Non-Executive Director since 2003. Chairman of the Audit Committee. Member of the Information Technology and Nomination committees.

Background: More than 37 years with PricewaterhouseCoopers, including as the partner responsible for significant international and Australian clients, Member of the Global Audit Management Group and Australian national managing partner.

Key appointments: Director: Amcor Limited and Salmat Limited.

Note: Will retire from the NAB Board in December 2014.

Geoff Tomlinson

NAB: Non-Executive Director since 2000. Member of the Remuneration and Nomination committees.

Background: More than 29 years with National Mutual Group, including six as Group MD and CEO. Currently Chairman of certain NAB wealth subsidiaries.

Key appointments: Director: Calibre Global Pty Limited and Chairman of Growthpoint Properties Australia Ltd.

Note: Will retire from the NAB Board in December 2014.

John Waller

NAB: Non-Executive Director since 2009. Member of the Audit, Risk and Nomination committees.

Background: Over 20 years with PwC New Zealand, including as a Member of the firm’s NZ Board and leader of its Advisory division. Currently Chairman of BNZ (a subsidiary of the Company).

Key appointments: Director: Fonterra Co-operative Group Limited, Haydn & Rollett Limited, Donaghys Limited, Sky Network Television Limited and Property for Industry Limited.

Anthony Yuen

NAB: Non-Executive Director since 2010. Member of the Remuneration, Risk and Nomination committees.

Background: More than 40 years in international banking and finance including senior Asian executive roles with Bank of America, National Westminster Bank and The Royal Bank of Scotland. He is currently a Member of the Company’s Australia in Asia Management Council.

Key appointments: Member: Supervisory Committee, ABF Hong Kong Bond Index Fund.

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