corporate governance Essay

CORPORATE GOVERNANCE

INTRODUCTION

This corporate governance statement describes our

corporate governance platform, policies and practices because

at 5 November 2013.

Framework and approach

Each of our approach to corporate governance is dependent on a set of

ideals and behaviours that underpin day-to-day actions,

provide openness and reasonable dealing, and seek to shield

stakeholder interests.

This approach features a commitment to excellence in

governance criteria, which Westpac sees since fundamental

towards the sustainability of your business and our functionality. It includes monitoring local and global improvements in

company governance and assessing all their implications.

We certainly have equity investments listed in securities exchanges in

Sydney, New Zealand and the United States.

Australia

We comply with the ASX Corporate Governance Guidelines

and Suggestions (ASXCGC Recommendations)

published by the ASX Limited's Corporate Governance

Council (ASXCGC). We must as well comply with the

Corporations Action and as an ADI must comply with

governance requirements prescribed by APRA under

Prudential Standard CPS 510 (Governance).

This affirmation addresses all the eight ASXCGC

Recommendations with an explanation of our corporate

governance practices, demonstrating our complying with

each Recommendation. A checklist summarising our

compliance is included at the conclusion of this statement.

Further information regarding the ASXCGC Recommendations may

be found for the ASX Limited (ASX) web page

www.asx.com.au.

Fresh Zealand

Westpac also has ordinary shares cited on the NZSX,

which is the primary board value security market operated by

NZX Limited (NZX). Since an overseas listed company in New

Zealand, we are deemed to satisfy and abide by the

NZSX Listing Rules, provided that we remain listed on the

ASX and comply with the ASX List Rules.

The ASX, throughout the ASXCGC Recommendations, and

NZX, through the NZX Corporate Governance Best Practice

Code, include adopted similar ‘comply or perhaps explain' ways to corporate governance. However , the ASXCGC

Suggestions may materially differ from the organization

governance rules and the concepts of NZX's Corporate

Governance Best Practice Code.

Usa

Westpac features American Depository Shares (ADS)

representing it is ordinary stocks and shares quoted for the New York

Stock market (NYSE). Under the NYSE Real estate Rules,

foreign private issuers are acceptable to follow country practice in regards to corporate governance in lieu of the

NYSE Real estate Rules. Yet , we are still required to

abide by certain examine committee and additional

notification requirements.

We comply in all materials respects using NYSE Listing

Rules relevant to all of us.

Under the NYSE Listing Rules, foreign personal issuers are

required to disclose any significant ways in which all their

corporate governance practices differ from those and then domestic US companies. We certainly have compared each of our corporate

governance practices to the corporate governance

requirements with the NYSE Record Rules and note the

significant distinctions below.

The NYSE Listing Rules need that, subject to limited

exclusions, shareholders receive the opportunity to vote on fairness compensation strategies and material revisions to the people

plans.

In Australia there are zero laws or securities exchange listing guidelines that require shareholder approval of equity based

incentive programs or individual grants beneath those programs (other than for Owners, including the Chief Executive Officer

(CEO)).

Westpac's employee fairness plans have been disclosed in

the Remuneration report in Section 9 of the Directors' report, which is subject to a nonbinding aktionar vote with the

Annual General Meeting (AGM) and funds to our CEO are

approved by shareholders. The facts of all grants or loans under

our equity-based bonus plans have already been disclosed in

Note 25 of our financial statements to get the year finished

30 Sept. 2010 2013.

The NYSE Listing Rules offer that...



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