Annual Financial Report 2015
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Annual Financial Report 2015 National Australia Bank Limited ABN 12 004 044 937 This 2015 Annual Financial Report (Report) is lodged with the Australian Securities and Investments Commission and ASX Limited. National Australia Bank Limited (NAB) is publicly listed in Australia. The Report contains information prepared on the basis of the Banking Act 1959 (Cth), Corporations Act 2001 (Cth) and Accounting Standards and Interpretations issued by the Australian Accounting Standards Board. NAB deregistered from the United States Securities and Exchange Commission (SEC) effective 20 September 2007. Accordingly, NAB is not required to include SEC-related disclosures in the Report for either the current or comparative financial years. NAB no longer produces a concise report under section 314(2) of the Corporations Act 2001 (Cth), and instead compiles a non-statutory Annual Review which can be viewed online at nabgroup.com/annualreports. To view the Report online, visit nabgroup.com/annualreports. Alternatively, to arrange for a copy to be sent to you free of charge, call Shareholder Services on 1300 367 647 from within Australia, or +61 3 9415 4299 from outside Australia. Nothing in the Report is, or should be taken as, an offer of securities in NAB for issue or sale, or an invitation to apply for the purchase of such securities. All figures in the Report are in Australian dollars unless otherwise stated. Table of Contents Report of the Directors 2 Financial Report 67 Operating and financial review 2 Income statements 69 Directors’ information 20 Statements of comprehensive income 70 Other matters 26 Balance sheets 71 Auditor’s independence declaration 30 Cash flow statements 72 Remuneration report (1) 31 Statements of changes in equity 74 Corporate governance 55 Notes to the financial statements 76 Directors’ declaration 183 Diversity and inclusion 65 Independent auditor’s report 184 Shareholder information 186 Glossary 190 (1) The remuneration report has been audited. 2015 Annual Financial Report 1 Report of the Directors Operating and financial review The directors of National Australia Bank Limited (NAB) present their Public Offering (IPO) of CYBG PLC (CYBG) which is expected to be report, together with the financial statements of the Group, being NAB complete in early February 2016. CYBG is the newly created holding and its controlled entities, for the year ended 30 September 2015. company and equivalent to the entity previously referred to as ‘ListCo’ (Clydesdale Bank plc is one of the CYBG Group entities). Significant Certain definitions progress has been made on the proposed transaction, including The Group’s financial year ends on 30 September. The financial year advanced engagement with key regulators and listing authorities in ended 30 September 2015 is referred to as 2015 and other financial both jurisdictions. years are referred to in a corresponding manner. The abbreviations The Group’s intention is to pursue a demerger of approximately 75% $m and $bn represent millions and thousands of millions (i.e. billions) of CYBG to NAB shareholders and a sale of the balance by way of of Australian dollars respectively. Any discrepancies between total IPO (up to approximately 25%) to institutional investors. It is proposed and sums of components in tables contained in this report are due to that CYBG will have a primary listing on the London Stock Exchange rounding. (LSE) and a CHESS Depositary Interest (CDI) listing on the Australian Key terms used in this report are contained in the Glossary. Securities Exchange (ASX). The proposed demerger and IPO remain subject to a range of matters, including various court and regulatory Forward-looking statements approvals and NAB shareholder approval. Shareholder approval will be sought at a meeting expected to be held in late January 2016. This report contains certain forward-looking statements. The words ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘estimate’, ‘likely’, ‘intend’, During the financial year to 30 September 2015, the Group divested ‘should’, ‘could’, ‘may’, ‘target’, ‘plan’ and other similar expressions are its investment in Great Western Bancorp, Inc. (GWB), a US based intended to identify forward-looking statements. Indications of, and subsidiary of the Group. The overall divestment of GWB was achieved guidance on, future earnings and financial position and performance in stages commencing with an initial and secondary public offering are also forward-looking statements. and a final offering in which the Group lost control over and de- consolidated its subsidiary. Total net consideration proceeds realised Such forward-looking statements are not guarantees of future from these transactions was $1,464 million and resulted in an overall performance and involve known and unknown risks, uncertainties $406 million loss being recognised. and other factors, many of which are beyond the control of the Group, which may cause actual results to differ materially from those On 7 May 2015, NAB Wealth received APRA approval for its life expressed or implied in such statements. There can be no assurance insurance arm to enter into a reinsurance arrangement with a major that actual outcomes will not differ materially from these statements. global reinsurer for approximately 21% of its in-force retail advised insurance book. NAB Wealth’s life reinsurance transaction took Further information on important factors that could cause actual effect from 1 July 2015. The transaction released $496 million of results to differ materially from those projected in such statements is CET1 capital (13 basis points) to the Group and reduced the Group’s contained on page 11 under “Disclosure on Risk Factors”. exposure to retail life insurance, while maintaining distribution of life insurance products and services to the Group’s customers. Rounding of amounts Pursuant to Australian Securities and Investments Commission On 11 June 2015, NAB completed its fully underwritten 2 for 25 pro (ASIC) Class Order 98/100 dated 10 July 1998, NAB has rounded off rata accelerated renounceable entitlement offer to raise approximately amounts in this report and the accompanying Financial report to the $5.5 billion. Approximately 194 million new shares were issued nearest million dollars, except where indicated. (approximately 8.0% of issued capital). On 28 October 2015, NAB announced it had entered into an Principal activities agreement to sell 80% of NAB Wealth’s life insurance business to The principal activities of the Group during the year were banking Nippon Life Insurance Company (Nippon Life), while the Group will services, credit and access card facilities, leasing, housing and retain the remaining 20%. As part of the agreement, the Group will general finance, international banking, investment banking, wealth enter into a 20 year distribution agreement to provide life insurance management, funds management, life insurance and custodian, products through its owned and aligned distribution networks. The trustee and nominee services. Group will retain ownership of its investment business which includes superannuation, platforms, advice and asset management. The Significant changes in the state of affairs transaction will occur through the sale of 80% of MLC Limited after the extraction of the Group’s superannuation and investment business A number of changes to the composition of the Board have occurred or and certain other restructuring steps. The Group will retain the will occur after 30 September 2015: MLC brand, although it will be licensed for use by the life insurance • Three independent non-executive director appointments: Mr business for 10 years. The transaction is expected to be completed in Peeyush Gupta in November 2014, Ms Anne Loveridge to take late 2016 subject to certain conditions including regulatory approvals, effect from 15 December 2015, and Mr Doug McKay to take effect establishment of the life insurance business as a standalone entity, from 1 February 2016. extraction of the superannuation business from MLC Limited and the • Four non-executive director retirements: Mr John Thorn and Mr finalisation of certain agreements. Geoff Tomlinson at the 2014 Annual General Meeting, Mr John Waller in July 2015 and Mr Paul Rizzo, at the conclusion of the 2015 Annual General Meeting. • Mr Michael Chaney will retire from his role as Chairman and non- executive director. The Directors have appointed Dr Ken Henry to succeed Mr Chaney as Chairman, effective from the conclusion of the 2015 Annual General Meeting. The Group’s intention to exit the UK Banking business was signalled in October 2014 as a result of the strategy to focus on the Australian and New Zealand franchise. The Group confirms the demerger and Initial 2 NATIONAL AUSTRALIA BANK Report of the Directors Operating and financial review The Group’s Business Micro, small and medium business customers have been prioritised, given the Group’s strong market position, particularly in the The Group is a financial services organisation with approximately Agriculture and Health industries. Personal Banking also remains a 42,000 employees, operating more than 1,500 branches and priority, especially mortgage and debt free customers. business banking centres(1), with more than 560,000 shareholders and serving over 12 million customers. The Group is actively reweighting resources towards parts of the business that support the priority segments. The share of Australian The Group’s major financial services franchises are in Australia and Banking operational