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CBA 2020 Notice of Meeting.Pdf Notice of Meeting 2020 Annual General Meeting Commonwealth Bank of Australia ACN 123 123 124 Ground Floor Tower 1, 201 Sussex Street, Sydney NSW 2000 9 September 2020 2 Chairman’s message I am pleased to invite you to join the 2020 Annual General Meeting (AGM) of the Commonwealth Bank of Australia which will take place on Tuesday, 13 October 2020, at 9.30am (AEDT). Dear Shareholder, keeping credit flowing to businesses, improvements in governance, culture, In light of the ongoing risks and social delivering operational performance accountability, and customer and distancing requirements related to for shareholders, and facilitating risk outcomes. We are also well COVID-19, we are unable to hold a economic activity and financial advanced on implementing the face-to-face AGM this year. To protect stability more broadly. Our progress recommendations of the Financial your health and safety, and the in recent years on key strategic, risk Services Royal Commission. health of our people and the broader and governance priorities, combined community, we will instead be holding with the strength of our balance sheet Financial performance a virtual AGM that you can join live, and capital position, mean that the Our financial results for the 2020 either by telephone or via online Bank has been well placed to deliver financial year reflect the impact webcast. To make the meeting as the support required. of COVID-19 on our customers and accessible as possible, we are providing On behalf of the Board, I would like the economy, however, business a range of ways through which you to thank our people and the Bank’s performance remained strong due can participate and share your views. leadership team for their dedication to the disciplined execution of our For more information, see pages 6 and 7. to our purpose: for continuing to work strategy. Cash net profit of $7,296 extremely hard through the year’s million was 11.3% lower, largely Strength in uncertain times challenges to serve our customers, due to the $1.5 billion impairment The Bank’s purpose is to improve the and to support the delivery of the provision taken for expected loan financial wellbeing of our customers Government’s stimulus initiatives. losses related to the coronavirus and communities. This year has been pandemic. Statutory profit of one of the most difficult our customers A simpler, better bank $9,634 million was 12.4% higher year-on-year, as a result of the and the community have faced – due This year, we have made marked to the impacts of bushfires, drought significant gains on the sale of our progress on executing the Bank’s wealth management businesses. and the coronavirus pandemic. strategic priorities, to simplify We have therefore taken action the business, lead in retail and Management’s focus on operational to provide support in uncertain business banking, and be the best excellence supporting service to our and challenging times. This has in digital. We have now substantially customers drove volume growth included providing loan repayment divested or ceased our wealth in home lending and deposits. deferral relief to households, management businesses. This has This delivered an increase in operating allowed management to focus on income, despite the challenges investing in great customer service, of a low interest rate environment. technology and innovation, and Our balance sheet continued to on driving performance in our strengthen across key funding, core banking businesses. With the liquidity and capital metrics, and Contents best digital assets in the market, we ended the year with a Common the Bank has been well positioned Equity Tier 1 capital ratio of 11.6%, 2020 highlights 4 to meet customers’ needs at a well above APRA’s ‘unquestionably time when the adoption of digital strong’ benchmark of 10.5%. Participation in banking has accelerated. This strong capital position, combined the virtual AGM 6 We have also continued to make with operational outperformance, substantial improvements in our continued to support returns for Items of business 8 management of non-financial shareholders. The final dividend of risk. This includes our progress on 98 cents per share reflected APRA’s Explanatory implementing the recommendations guidance in July, in place until the end memorandum 12 from the 2018 Australian Prudential of the calendar year, that banks should Regulation Authority (APRA) Inquiry retain at least half of their earnings. Remuneration into CBA. As at 30 June 2020, we had The final dividend payout ratio was 2021 financial year framework changes 18 submitted more than three-quarters 49.95% of statutory earnings for of the milestones outlined in the the second half of the financial year. resulting Remedial Action Plan. Together with the interim dividend, Corporate directory 20 This work has focused on achieving this resulted in a full year dividend and embedding long-lasting of $2.98 per share, fully franked. 3 2020 NOTICE OF MEETING BANK COMMONWEALTH Remuneration, Sustainable business practice Items of business culture and accountability We are committed to sustainable The Notice of Meeting for the AGM The continued evolution of our and responsible business practices, commences on page 6 of this document remuneration framework is an as outlined in our Environmental and outlines the items of business important factor in delivering and Social Policy. This year, that we will put to shareholders for long-term sustainable performance. we have continued to take the consideration. Background information In recent years, we have strengthened actions necessary to support the on these items is contained in the the consideration of risk in the responsible transition to a net zero Explanatory Memorandum on pages determination of remuneration, to drive emissions economy by 2050. We 12 to 17, which forms part of the better stakeholder and risk culture have reached our goal of sourcing Notice of Meeting. 100% of our Australian electricity outcomes. This has delivered substantial The Notice of Meeting contains improvements to accountability and risk needs from renewable energy. We resolutions for: management maturity at the Bank. have also provided our clients and customers with innovative products • the re-election of Rob Whitfield AM, To ensure that our remuneration that incentivise the low carbon and the election of Simon Moutter; framework continues to support our transition. This includes providing • the adoption of the 2020 objectives, meets the spirit of expected sustainability-linked loans that tie Remuneration Report; regulatory change, and is fit-for-purpose the cost of a loan to the borrower’s given the strategic challenges ahead, we achievement of their emissions • the grant of securities to the CEO, have concluded, after a comprehensive reduction targets. Our green Matt Comyn; and review, that changes are required. mortgage initiative also rewarded • a resolution requisitioned These changes are designed to help eligible customers for having solar by members to amend the the Bank attract and retain exceptional panels installed on their homes. talent, and to better align management Company’s Constitution. incentives with the experience of Board renewal How to participate in the AGM shareholders and our strategic objectives. After more than five years serving and vote From the 2021 financial year, we will on the Board, Sir David Higgins Details on how to participate in this reduce the maximum remuneration retired as a Non-Executive Director year’s virtual AGM – including how for the CEO and other Executives, and Chairman of the People & to submit questions in advance, rebalance the remuneration mix Remuneration Committee on vote, and ask questions during the to lower the weighting of the 31 December 2019. Wendy Stops meeting – can be found on pages 6 variable components, and increase has been an integral member of the and 7 of this document. long-term share ownership. Vesting Board since March 2015 and will retire timelines will be extended to reflect risk as a Non-Executive Director at the Yours sincerely and performance horizons, and to meet conclusion of this year’s AGM. anticipated regulatory requirements regarding risk and deferral periods. On 1 September, we welcomed A new malus and clawback policy has Simon Moutter to the Board. Simon been implemented, and policies and will stand for election at this AGM procedures relating to malus have been with the support of the Board. Current Non-Executive Director Rob Catherine Livingstone AO enhanced. Please refer to pages 18 and Chairman 19 for further information. Whitfield AM will stand for re-election, again with the support of the Board. 4 2020 Financial highlights highlights Group Our strategy is to become a simpler, better bank that delivers Statutory net profit balanced and sustainable outcomes after tax (NPAT) for our customers, community, $9,634m our people and shareholders. 12.4% Cash NPAT $7,296m 11.3% Our purpose To improve the financial wellbeing of our customers Operating income and communities. $23,758m 0.8% Our values Our business areas We do what is right Retail Banking Services Net interest margin We are accountable Business and Private Banking 2.07% We are dedicated to service Institutional Banking and Markets 2 basis points We pursue excellence ASB Bank (New Zealand) We get things done Capital ratio CET1 (APRA, Level 2) 11.6% Our brands 90 basis points Commonwealth Bank is the largest bank and best known financial services brand in Australia. Deposit funding 74% FY19 69% 5 2020 NOTICE
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