The Board is responsible for the oversight of ANZ and its sound and prudent management, with specific duties as set out in its charter available on anz.com/corporategovernance.
There are six principal Board Committees: the Ethics, Environment, Social and Governance (EESG) Committee; the Audit Committee; the Risk Committee; the Human Resources Committee; the Digital Business and Technology Committee; and the Nomination and Board Operations Committee. Each Committee has its own charter, available here, setting out its roles and responsibilities.
At management level, the Group Executive Committee (ExCo) comprises ANZ’s most senior executives. There is a delegations of authority framework that clearly outlines those matters delegated to the CEO and other members of senior management. In addition, there are a number of formally established management committees that deal with particular sets of ongoing issues.
For further detail on ANZ’s governance framework refer to our Corporate Governance Statement.
Our approach to Environmental, Social and Governance (ESG) risk management
Our ESG governance processes are overseen by the Board and management through our Board EESG Committee and management Ethics and Responsible Business Committee. Our Annual Report outlines how our most material social and environmental risks and opportunities are captured and managed within our existing Material Risk categories.
Ethics, Environment, Social and Governance (EESG) Committee
The EESG Committee, led by ANZ’s Chairman, is responsible for assisting the Board by overseeing measures to advance ANZ’s purpose, focusing on ethical and ESG matters.
This includes the oversight, review and/or approval of ESG reporting and objectives, corporate governance policies and principles, customer complaints and other conduct-related matters. The Committee also oversees the ethical and ESG risks and opportunities relevant to the bank’s ability to advance our purpose and operate as a fair, responsible and sustainable business.
The EESG committee meets quarterly, and each meeting opens with an overview of the ESG operating environment, covering current and emerging issues, including regulatory and parliamentary inquiries, community sentiment, competitor activity, relevant international developments and our stakeholder engagement activities.
Ethics and Responsible Business Committee (ERBC)
The ERBC, chaired by the CEO, comprises Senior Executives and members from business divisions and Group functions. Independent ethics adviser, Dr Simon Longstaff, also participates as an observer.
The Committee is a leadership and decision-making body that exists to advance ANZ’s purpose. It seeks to ensure ANZ operates responsibly and achieves fair, ethical and balanced stakeholder outcomes.
The Committee considers the social and environmental impacts of the industries, customers and communities that ANZ serves. It also considers our products and services and how they are provided, as well as stakeholder and community expectations.
The ERBC is accountable to the Board EESG Committee in the effective discharge of its responsibilities. It operationalises Board objectives and makes decisions on issues and policies. It also approves and monitors performance against the bank’s ESG targets.
ANZ has a Risk Management Framework in place to help identify, measure, evaluate, monitor, report, and control or mitigate our material risks. Our Annual Report outlines how our most material social and environmental risks and opportunities are captured and managed within our existing Material Risk categories.
The Board is responsible for establishing and overseeing the Group’s Risk Management Framework (RMF).The Board has delegated authority to the Board Risk Committee to develop and monitor compliance with the Group’s risk management policies. The Committee reports regularly to the Board on its activities.
The Group operates a Three Lines-of-Defence Model in regard to risk management that helps embed a culture where risk is everyone’s responsibility. The business – as the first line of defence – has day to day ownership of risks and controls and is accountable for identifying and managing its own risks. The Group Risk function is the second line of defence, providing a strong and independent oversight of the work undertaken to manage the risk, as well as developing and maintaining the RMF. The final line of defence is Internal Audit and includes independent assurance that evaluates the adequacy and effectiveness of both first and second line risk management approaches.
The governance and oversight of risk, while embedded in day-to-day activities, is also the focus of committees and regular forums across the bank. The committees and forums discuss and monitor known and emerging risks, reviewing management plans and monitoring progress to manage known issues. This may include risks that arise from the social and environmental impacts of our lending decisions.
For further detail on our approach to risk management refer to our Annual Report.