Notice of Meeting 2019 Annual General Meeting Contents How to get there 3 Chairman’s message 4 Our business 6 What we delivered in FY19 7 Notice of meeting 8 Explanatory Memorandum 10 2 Commonwealth Bank of Australia Notice of Meeting 2019 How to get there By Car 2019 Annual By Train The ICC Exhibition Car Park provides Town Hall and Central Stations are General Meeting casual rate parking. Entry is via Darling approximately a 10 minute walk to the Drive. Information on parking is available ICC Sydney. The 2019 Annual General at iccsydney.com.au/visit-icc-sydney/ Getting-To-ICC-Sydney#parking- Meeting of the Commonwealth By Bus information Bank of Australia (AGM or Take bus routes 389 and 501. The bus More parking is available at the ICC Meeting) will be held on stop closest to the ICC Sydney is at Theatre Car Park, also accessible via Wednesday, 16 October 2019 Harris Street, near Allen Street, and is Darling Drive. with registration commencing approximately a 10 minute walk to the ICC Sydney. at 8:30am (Sydney time). By Taxi By Light Rail The closest taxi drop off and pick up point The Meeting will commence at 9:30am is located on Iron Wharf Place next to (Sydney time) in the Darling Harbour The closest light rail stops are Convention Harbourside Shopping Centre, accessible Theatre at the International Convention Centre and Exhibition Centre and are via Darling Drive and is directly in front of Centre (ICC) Sydney, 14 Darling Drive, approximately a 2 minute walk to the the ICC Sydney. Sydney, New South Wales. A map and ICC Sydney. directions are set out below. On Foot By Ferry Timetables and further transport The Darling Harbour Theatre is located Direct ferry services operated by information are available at on Level 3 and is accessible from Ground Captain Cook Cruises to Darling Harbour transportnsw.info and iccsydney.com. Level by lift, escalator and stairs. The Convention Wharf are available from au/visit-icc-sydney most appropriate entrance to access the Circular Quay, King Street Wharf and Darling Harbour Theatre is marked on the Pyrmont Bay Wharf. Darling Harbour map below. Convention Wharf is approximately a 1 minute walk to ICC Sydney. Arrive early to allow time for registration and security checks QUARRY STREET WESTERN DISTRIBUTOR MURRAY STREET HARRIS STREET Taxi Light Rail PYRMONT STREET Exhibition Dropo/Pickup Convention Carpark Centre Entry Light Rail Exhibition Centre DARLING DRIVE Convention Sofitel Darling Centre Harbour IRON WHARF PLACE Dropo zone Hotel Exhibition Convention Centre Entry Harbourside ICC Shopping Centre Sydney Main Foyer Theatre Moriarty Walk TUMBALONG BOULEVARD Cockle Bay 3 Chairman’s Our business Notice of Explanatory message What we delivered in FY19 meeting Memorandum Chairman’s message We expect the sale of Count Financial to complete in October, are ceasing our CFP-Pathways business, and have commenced the assisted closure of Financial Wisdom. By simplifying our portfolio of businesses we are reducing risk and cost and creating the capacity to invest in our core banking businesses. We have also been working to become a better bank, and to deliver better outcomes for our customers. This year, we have been committed to fixing past failings and to compensating impacted customers quickly. To deliver on our purpose of improving customers’ financial wellbeing we have been removing and reducing fees and charges, and have introduced smart alerts to help customers avoid fees. Improvements have also been made to the way we listen and respond to customers, including the implementation of a more robust complaints handling process. Executive leadership This financial year marks the first full year of Matt Comyn as Chief Executive Officer of the Bank. Matt has built a new Dear Shareholder Becoming a simpler, better bank experienced leadership team that is working to deliver cultural change and the I am pleased to invite you to attend the We are becoming a simpler, more focused Bank’s strategy. 2019 AGM of the Commonwealth Bank bank that is aligned to meeting the needs of Australia. of customers in our core markets. This year our focus has been on our Wealth Governance, culture and accountability In the 2019 financial year we have Management division where we have Much work has been done to strengthen made significant progress on our been remediating past issues and governance, culture and accountability strategy to become a simpler, better making progress on our plans to exit at the Bank. Most recently, this work has bank and have been addressing key our wealth businesses. been guided by the recommendations governance, accountability, risk and of last year’s Australian Prudential We sold our New Zealand life insurance remediation issues. Regulation Authority (APRA) Prudential business, Sovereign, in July 2018 for Inquiry into CBA and we have been $1.3 billion; and in August this year, working systematically to deliver all of the completed the sale of our global asset milestones in the resulting APRA-endorsed management business, Colonial First Remedial Action Plan. The key focus this State Global Asset Management year has been to improve the governance (CFSGAM), for $4.2 billion. and management of non-financial risk, We are making progress on the sales of including operational risk and compliance. our life insurance businesses in Australia, We have implemented the Banking China and Indonesia. We are also exiting Executive Accountability Regime (BEAR). our aligned financial advice businesses. 4 Commonwealth Bank of Australia Notice of Meeting 2019 We have also been making changes commitment to supporting the responsible Items of business to our business in response to the global transition to net zero emissions The Notice of Meeting for the AGM recommendations of the Final Report of – including by reducing our exposures commences on page 8 of this document the Royal Commission into Misconduct in to thermal coal mining and coal fired and outlines the items of business that we the Banking, Superannuation and Financial power generation, with a view to exiting will put to shareholders for consideration. Services Industry. As the supporting the sectors by 2030, subject to Australia Background information on these legislative and regulatory changes are having a secure energy platform. The items is contained in the Explanatory made, we will continue to work with our policy also incorporates our human Memorandum on pages 10 to 15, which regulators and government to implement rights commitments and our approach to forms part of the Notice of Meeting. the recommendations. managing the risks of modern slavery in our business operations and supply chains. The Notice of Meeting contains Remuneration resolutions for: Remuneration plays an important role Financial performance the re-election of Shirish Apte and in reinforcing the achievement of the In the 2019 financial year, the Bank Mary Padbury, and the election Bank’s priorities. Over the past three reported a net profit after tax of of Professor Genevieve Bell and years, remuneration consequences $8,571 million on a statutory basis and Paul O’Malley; 1 and changes to our performance and $8,492 million on a cash basis. the adoption of the 2019 remuneration framework reflect a strong While this year’s result has been impacted Remuneration Report; focus on reinforcing greater accountability, by the actions we have taken to deliver to support cultural change and better the grant of securities to the CEO, better customer and risk outcomes customer and risk outcomes across Matt Comyn; and – including customer remediation the Bank. costs, revenue forgone for the benefit the adoption of a new Constitution. Over the 2017 and 2018 financial years of customers, and elevated risk and Please refer to the Explanatory there was a reduction of more than compliance costs – it also reflects the Memorandum for more information on $100 million in remuneration outcomes continued performance and strength of each of the resolutions. for Directors, Executives, senior leaders our underlying business. The strength of and employees. These consequences our balance sheet was particularly evident How to vote were applied to reinforce individual and this year. As at 30 June 2019, our Common A Voting/Proxy form (Form) accompanies collective accountability for the reputation Equity Tier 1 (CET1) capital ratio was 10.7%, this document. You can use the Form of the Bank, the findings of the APRA above APRA’s ‘unquestionably strong’ to register your attendance at the AGM, Prudential Inquiry, and poor customer and benchmark of 10.5%. The sale of CFSGAM lodge your vote directly or appoint a proxy risk outcomes. in August has since delivered a further to vote on your behalf. 68 basis points of CET1. This financial year we have continued A question form also accompanies this to add more rigour and challenge to This performance has enabled the document. You can use the form to submit the risk assessment process which is Board to declare a final dividend of questions in advance of the AGM on any a key consideration when determining $2.31 per share, taking the full year shareholder matters relevant to the AGM. remuneration outcomes. Of the 15 dividend to $4.31 per share fully franked, While time may not permit me to address all Executives eligible for a short-term flat on last year. The final dividend is of the questions submitted, I will endeavour variable remuneration award, 14 received payable on 26 September 2019. to address the more frequently raised in-year reductions in relation to risk and shareholder matters during the AGM. reputational matters, including the CEO. Board renewal If you are unable to attend the AGM, In January, we welcomed Professor All Group Executives also experienced a you can view a live webcast online at reduction in their variable remuneration Genevieve Bell and Paul O’Malley to commbank.com.au/agm.