Australia and New Zealand Banking Group
Annual Report 2013

Plain-text annual report

2013 AnnuAl RepoRt } Kate Camerlengo Marketing Manager Unsecured Lending Melbourne, Australia } patrick Zhu Market Manager North Asia, Transaction Banking Shanghai, China ANZ ANNUAL REPORT 2013 ANZ IS ExECUTINg A FOCUSED STRATEgy TO bUILD THE bEST CONNECTED, MOST RESPECTED bANk ACROSS THE ASIA PACIFIC REgION WHO WE ARE AND HOW WE OPERATE ANZ’s history of expansion and growth stretches over 175 years. We have a strong franchise in Retail, Commercial and Institutional banking in our home markets of Australia and New Zealand and we have been operating in Asia Pacific for more than 30 years. Today, ANZ operates in 33 countries globally. We are the third largest bank in Australia, the largest banking group in New Zealand and the Pacific, and among the top 20 banks in the world. Our strategy is based on the belief that the future of our home markets of Australia and New Zealand are increasingly linked to the fast growing region of Asia through trade, capital and wealth flows. We also believe that people want a bank that understands their specific needs, and increasingly can meet these needs in more than one market through a variety of means. Our Institutional business in Asia is growing quickly, focused on the fast-growing cross-border trade and capital flows, with particular emphasis on regional treasury centres like Hong Kong and Singapore, and products like Cash Management, Trade, Foreign Exchange and Debt Capital Markets. Returns in our Asian retail business are improving, with a focus on productivity and building our brand across the region. By building a ‘super-regional’ bank, ANZ can better serve our customers and achieve superior financial returns over the longer term. ANZ’s aspiration is to have 25 to 30% of ANZ Group profit after tax (including network revenues) sourced from Asia Pacific, Europe and America, by 2017. ANZ has made good progress towards this goal. Achievements and progress during 2013 In 2013, management continued to focus on balancing the need for investment to meet the needs of our customers and drive longer-term growth, and the need to generate attractive returns for our shareholders in the near-term. We are building stronger positions in our home markets of Australia and New Zealand, led by solid market share gains in Australian Retail and Commercial, emerging productivity benefits from our program of simplification in New Zealand, and improved penetration of Wealth products into our existing customer base. Our operations strategy is delivering economies of scale, speed to market and a stronger control environment, resulting in lower unit costs, better quality and lower risk. More generally, our business risk profile improved, with a continuing shift to investment-grade clients and shorter tenor Trade Finance, and greater earnings diversification across products and geographies. Finally, we focused on strengthening management depth and the alignment between business, operations, support and technology. We are committed to delivering above-peer earnings growth with strong capital and expense disciplines, targeting further productivity improvements over the next three years while increasing return on equity from current levels. This will be achieved by strengthening our position in Australia and New Zealand, growing in Asia and sharing common technology, processes, products and services that are designed with our customers in mind. ANZ ANNUAL REPORT 2013 1 2 CONTENTS Section 1 Financial Highlights Chairman’s Report Chief Executive Officer’s Report Directors’ Report - Operating and Financial Review - Remuneration Report Corporate Governance Section 2 Financial Statements Notes to the Financial Statements Directors’ Declaration and Responsibility Statement Independent Auditor’s Report 5 6 7 8 12 28 51 72 78 187 188 ANZ ANNUAL REPORT 2013 Section 3 Five Year Summary Principal Risks and Uncertainties Supplementary Information Shareholder Information Glossary of Financial Terms Alphabetical Index 190 191 200 210 217 220 CONTENTS 3 ANZ ANNUAL REPORT 2013 SECTION 1 Financial Highlights Chairman’s Report Chief Executive Officer’s Report Directors’ Report - Operating and Financial Review - Remuneration Report Corporate Governance 5 6 7 8 12 28 51 4 FINANCIAL HIgHLIgHTS Profitability Profit attributable to shareholders of the Company ($m) Cash profit1 ($m) Return on: Average ordinary shareholders’ equity2 Average ordinary shareholders’ equity (cash basis)1,2 Average assets Net interest margin Net interest margin (excluding Global Markets) Cash profit per average FTE ($)1 Efficiency ratios Operating expenses to operating income Operating expenses to average assets Operating expenses to operating income (cash basis)1 Operating expenses to average assets (cash basis)1 Credit impairment provisioning Collective provision charge/(release) ($m) Individual provision charge ($m) Total provision charge ($m) Individual provision charge as a % of average net loans and advances Total provision charge as a % of average net loans and advances Ordinary share dividends Interim – 100% franked (cents) Final – 100% franked (cents) Total dividend (cents) Ordinary share dividend payout ratio3 Cash ordinary share dividend payout ratio1,3 Preference share dividend ($m) Dividend paid4 ANZ ANNUAL REPORT 2013 2013 2012 6,272 6,498 5,661 5,830 14.9% 15.3% 0.93% 2.22% 2.63% 137,230 14.6% 15.1% 0.90% 2.31% 2.71% 117,635 44.6% 1.22% 44.8% 1.22% 30 1,158 1,188 0.26% 0.27% 73 91 164 71.8% 69.3% 48.1% 1.36% 47.7% 1.36% (379) 1,577 1,198 0.38% 0.29% 66 79 145 69.4% 67.3% 6 11 1 Statutory profit has been adjusted to exclude non-core items to arrive at cash profit, and has been provided to assist readers to understand the results for the ongoing business activities of the Group. The adjustments made in arriving at cash profit are included in statutory profit which is subject to audit within the context of the Group statutory audit opinion. Cash profit is not audited by the external auditor, however, the external auditor has informed the Audit Committee that the adjustments have been determined on a consistent basis across each period presented. Refer to page 15 and pages 208 to 209 for analysis of the adjustments between statutory profit and cash profit. 2 Average ordinary shareholders’ equity excludes non-controlling interests and preference shares. 3 The 2013 dividend payout ratio is calculated using the March 2013 interim and the proposed September 2013 final dividend. The 2012 dividend payout ratio is calculated using the March 2012 interim and September 2012 final dividend. 4 Represents dividends paid on Euro Trust Securities issued on 13 December 2004. FINANCIAL HIgHLIgHTS 5 ANZ ANNUAL REPORT 2013ANZ ANNUAL REPORT 2013 Chairman’s report a message from John morsChel i am pleased to report that anZ’s statutory profit after tax for the 2013 finanCial year was $6.3 billion up 11%. this is a strong performanCe, the result of a distinC tive long-term strategy foCused on growth in our domestiC franChises in australia, new Zealand and the paCifiC, and targeted expansion in asia. The final dividend of 91 cents brings the total dividend for the year to 164 cents per share fully franked, an increase of 13%. This will see us pay out $4.5 billion to shareholders, largely retail shareholders and superannuation funds. ANZ is also delivering for shareholders over the medium term. Our total shareholder return for the past five years was 121%. This compares to 110% for the S&P/ASX 200 Banks Accumulation Index and 13% for the S&P/ASX200 Index as a whole. We continue to operate from a strong financial position. ANZ is one of the best capitalised banks in the world with an increasingly high‑quality balance sheet. A measure of this financial strength is that ANZ remains one of a small number of banks with a AA credit rating from all three ratings agencies. Delivering our Strategy There continue to be significant growth opportunities for ANZ in our home markets of Australia and New Zealand. At the same time, Asia is now the key driver of global economic growth and the key driver of Australia and New Zealand’s growth. Our strategy involves a focus on profitable expansion in Asia through an integrated network connecting customers with faster growing trade, capital and wealth flows into and across the region. ANZ is the only Australian bank positioned to fully benefit from Asia’s growth. The growth of our business in Australia, New Zealand and Asia Pacific is being supported by an enterprise approach to building the business on common platforms and processes to reduce unit costs, complexity and risk, and to improve our customers experience. ANZ’s performance and the progress we made in delivering our strategy in 2013 are detailed in this Annual Report. Board Changes During the year, we completed a board transition with two directors, David Meiklejohn and Greg Clark, due to retire at the 2013 Annual General Meeting. Paula Dwyer joined the board in 2012 as part of a succession plan for David Meiklejohn and this year Graeme Liebelt joined to succeed Greg Clark. Graeme was previously Chief Executive Officer at Orica, a leading global mining services company. On behalf of shareholders I would like to express our thanks to David and Greg for their enormous contribution to the Board over the past nine years. Outlook As we enter the 2014 financial year, the major economies in the United States, Europe and Japan are gradually strengthening. In emerging Asia growth rates are expected to remain above those in the major developed economies. China is well positioned with growth expected to be around 7.5% in 2014. However, there continues to be volatility in global markets. In recent months this has been seen in response to an expectation that the US will begin to tighten monetary policy and the political impasse over the US fiscal position. Australia and New Zealand remain in a strong position with improving consumer and business confidence and strong trade and investment links with Asia. The Australian and New Zealand economies are expected to expand by around 2.5% in 2014. ANZ’s super regional strategy means we are well‑placed to benefit from the resilience of our home markets and the growth in Asia. Together with the expense and capital management disciplines we have in place, it means we are positioned to continue to deliver growth and performance to our shareholders in 2014. Notably, ANZ was again assessed the global banking sector leader in the Dow Jones Sustainability Index. This is the sixth year in the past seven that we have received this assessment. Building sustainability into the way we do business supports delivery of our strategy. Finally, I would like to acknowledge the hard work and dedication of our management and staff who achieved so much in 2013. I would also like to express my thanks to my fellow Directors for their commitment and support during the year. John Morschel Chairman 6 ANZ ANNUAL REPORT 2013 CHIEF ExECUTIvE OFFICER’S REPORT A MESSAgE FROM MICHAEL SMITH ANZ DELIvERED A STRONg, HIgH qUALIT y PERFORMANCE IN 2013 DEMONSTRATINg THAT OUR SUPER REgIONAL STRATEgy IS CREATINg A bETTER bANk FOR CUSTOMERS AND A bETTER bANk FOR SHAREHOLDERS. TOTAL SHAREHOLDER RETURN IN 2013 WAS 32%. Some highlights include the market share growth we achieved in key customer segments, particularly in Australia and Asia. Good progress was made with our focus on productivity which saw a further improvement in the cost-to-income ratio. We also invested $1.3 billion in Australia, New Zealand and Asia Pacific to produce growth and returns for the longer-term. Divisional Performance1 Looking at our Divisional performance, we continued to grow the already large franchises we have in our home markets of Australia and New Zealand. In the Australia Division profit was up 11% with the strongest overall growth of the major Australian banks across home lending, deposits and credit cards. We also gained market share in commercial banking. Customer acquisition and loyalty is being driven through new digital applications such as ANZ goMoneyTM, Australia’s most popular banking app with one million active users. In the New Zealand Division (NZD) profit was up 29% reflecting progress in simplifying the business, improving productivity and building share in core markets. The result also saw a significant improvement in provisions. In the Global Wealth Division we are focused on cross-sell, simplification and digital innovation. Cash profit was up 36% with a highlight being an 11% increase in Wealth solutions held by ANZ customers. We also continued our profitable expansion in Asia through an integrated network that connects customers with faster growing regional capital, trade and wealth flows. Our International and Institutional Banking Division (IIB) grew profit 15%, and Institutional Asia grew profit 28% driven by strong performances in Trade, Markets and Cash Management. ANZ’s balance sheet strengthened in 2013 supported by management actions to create more diversity by product, by customer and by geography; and to provide greater quality and predictability through more exposure to investment grade and multi-national customers. Significant progress was made with our operations and technology strategy. The outcome was lower unit costs, better management of risk through standardisation, and stronger enterprise standards and controls. Notably, in 2013 we absorbed business volume increases of up to 12% while reducing operations expenses by 10%. Corporate Sustainability In 2013 we also made progress with our approach to Corporate Sustainability. By building sustainability into our business we can ensure that we achieve the greatest benefits for our customers, shareholders, people and communities. We have three areas of particular focus: } Sustainable development. Integrating social and environmental considerations into our business decisions, products and services to help our customers achieve their sustainability ambitions and deliver long term value for all our stakeholders. } Diversity and inclusion. Building the most diverse and inclusive workforce of any major bank in our region to help us innovate, identify new markets, connect with customers and make better, more informed decisions. } Financial inclusion and capability. Building the financial capability of people across our region to promote financial inclusion and progression of individuals and communities. Building on our Momentum Our super regional strategy is a long term strategy and our momentum in 2013 means we are confident ANZ can continue to perform well in the coming years. We have set clear priorities within the bank to improve the customer experience, to diversify revenues, to drive productivity and to increase shareholder returns. As a result, we have set new targets to reduce the cost-to-income ratio from 44.8% to below 43% by the end of 2016 and to achieve a return on equity of above 16% over the same period. These targets reflect the confidence we have that our super regional strategy can deliver on its promise to achieve market-leading outcomes for our shareholders, our customers and for the community. Michael Smith Chief Executive Officer 1 All figures on a cash basis unless noted otherwise. CHAIRMAN’S REPORT AND CHIEF ExECUTIvE OFFICER’S REPORT 7 ANZ ANNUAL REPORT 2013ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT THE DIRECTORS PRESENT THEIR REPORT TOgETHER WITH THE FINANCIAL STATEMENTS OF THE CONSOLIDATED ENTITy (THE gROUP), bEINg AUSTRALIA AND NEW ZEALAND bANkINg gROUP LIMITED (THE COMPANy) AND ITS CONTROLLED ENTITIES, FOR THE yEAR ENDED 30 SEPTEMbER 2013 AND THE INDEPENDENT AUDITOR’S REPORT THEREON. THE INFORMATION IS PROvIDED IN CONFORMIT y WITH THE CORPORATIONS ACT 2001. Principal Activities State of Affairs The Group provides a broad range of banking and financial products and services to retail, small business, corporate and institutional clients. Geographically, operations span Australia, New Zealand, a number of countries in the Asia Pacific region, the United Kingdom and the United States. At 30 September 2013, the Group had 1,273 branches and other points of representation excluding Automatic Teller Machines (ATMs). The Group operates on a divisional structure with Australia, International and Institutional Banking, New Zealand and Global Wealth being the major operating divisions. Results Consolidated profit after income tax attributable to shareholders of the Company was $6,272 million, an increase of 11% over the prior year. Operating income growth of $735 million (4%) was primarily driven by higher net interest income following a 10% increase in average interest earning assets, partially offset by a 9 basis point decline in net interest margin. Operating expenses decreased $283 million (3%), impacted by a software impairment charge of $274 million in the prior year. Provision for credit impairment decreased by $10 million (1%), with improvements across the New Zealand and International and Institutional Banking divisions. Balance sheet growth was strong with total assets increasing by $60.9 billion (9%) and total liabilities increasing by $56.5 billion (9%). Movements within the major components include: } Net loans and advances increased by $41.5 billion (10%) primarily driven by sustained above system housing lending growth of $12.9 billion (7%) in the Australia division and growth of $11.8 billion (12%) in IIB, mainly in Transaction Banking. } Growth in customer deposits of $40.9 billion (12%) comprised growth in Australia of $11.6 billion (8%), growth in IIB of $20.5 billion (14%) driven by strong momentum in Asia Pacific, Europe and America (APEA) and strong customer deposit growth in New Zealand of $6.9 billion (17%) mainly in Retail and Small Business Banking. Further details are contained in the Operating and Financial Review section of this Directors’ Report on pages 12 to 27 in this Annual Report. In the Directors’ opinion there have been no significant changes in the state of affairs of the Group during the financial year. Further review of matters affecting the Group’s state of affairs is also contained in the Operating and Financial Review section of this Directors’ Report on pages 12 to 27 in this Annual Report. Dividends The Directors propose that a fully franked final dividend of 91 cents per fully paid ordinary share will be paid on 16 December 2013. The proposed payment amounts to approximately $2,497 million.1 During the financial year, the following fully franked dividends were paid on fully paid ordinary shares: Type Cents per share Dividend amount $m1 Final 2012 Interim 2013 79 73 2,150 2,003 Date of payment 19 December 2012 1 July 2013 The 2013 interim dividend of 73 cents together with the proposed 2013 final dividend of 91 cents brings total dividends on ANZ ordinary shares in relation to the year ended 30 September 2013 to 164 cents per ordinary share fully franked. New Zealand imputation credits of NZ 9 cents per ordinary share were attached in respect of the 2013 interim dividend and it is proposed that New Zealand imputation credits of NZ 10 cents per ordinary share will be attached in respect of the proposed 2013 final dividend. No NZ imputation credits were attached in respect of the 2012 final dividend. Further details on dividends provided for or paid during the year ended 30 September 2013 on ANZ’s ordinary and preference shares are set out in notes 7, 28, 29 and 30 to the financial statements. Operating and Financial Review A review of the Group during the financial year and the results of those operations, including an assessment of the financial position and business strategies of the Group, is contained in the Chairman’s Report, the Chief Executive Officer’s Report and the Operating and Financial Review section of this Directors’ Report in this Annual Report. Events since the end of the Financial Year There were no significant events from 30 September 2013 to the date of this report. 1 Amounts are before bonus option plan adjustments. 8 ANZ ANNUAL REPORT 2013 Future Developments Details of likely developments in the operations of the Group and its prospects in future financial years are contained in the Chairman’s Report, the Chief Executive Officer’s Report and the Operating and Financial Review section of this Directors’ Report in this Annual Report. Environmental Regulation The Company recognises the expectations of its stakeholders – customers, shareholders, staff and the community – to operate in a way that mitigates its environmental impact. The Company sets and reports against public targets regarding its environmental performance. The Company does not believe that its operations are subject to any particular and significant environmental regulation under a law of the Commonwealth or of a State or Territory. However in Australia, the Company is subject to two pieces of legislation which impose environmental reporting requirements: the Energy Efficiency Opportunities Act 2006 (Cth) (EEO Act) and the National Greenhouse and Energy Reporting Act 2007 (Cth) (NGER Act). In addition, the Company holds a licence under the Water Act 1989 (Vic) (Water Act) for the extraction of water from the Yarra River. Under the EEO Act, the Company meets the ‘energy use threshold’2 and, as such, has a mandatory obligation to identify energy efficiency opportunities and report progress on their implementation to the Australian Federal Government. As required under the legislation, the Company identifies a cycle of works that are designed to reduce energy usage over a 5 year timeframe. The first five-year assessment cycle was completed with submission of a report in December 2011. The Company has now commenced its second five-year cycle with its Assessment Plan approved by the Department of Resources, Energy and Tourism in June 2013. The Company complies with its obligations under the EEO Act. The NGER Act provides a national framework for reporting energy and associated greenhouse gas emissions. Under the Act registration and reporting is mandatory for corporations whose energy production, energy use, or greenhouse gas emissions trigger the specified corporate or facility threshold.3 The Company is over the corporate threshold as defined within this legislation and, as a result, submitted its first report in October 2009 and each year thereafter. The Company also holds a licence under the Water Act, allowing it to extract water from the Yarra River for thermal regulation of its Melbourne Head-Office building. The licence specifies daily and annual limits for the extraction of water from the Yarra River with which the Company fully complies. The extraction of this river water reduces reliance on the high-quality potable water supply and is one of several environmental initiatives that the Company has introduced at its Melbourne Head-Office building. 2 ‘energy use threshold’ is defined as annual energy use of over 0.5 PJ. In Australia, ANZ’s annual energy use is 0.67 PJ. 3 The NGER Act specifies corporate reporting thresholds of 50kt or more of greenhouse gases (CO2-e) and consumption or production of 200 TJ or more of energy. ANZ exceeded these thresholds from 2008-09. The Company may become subject to environmental regulation as a result of its lending activities in the ordinary course of business. The Company has developed policies to identify and manage such environmental matters. Having made due enquiry, and to the best of the Company’s knowledge, no entity of the Group has incurred any material environmental liability during the year. Further details on the Company’s environmental performance, including progress against its targets and details of its emissions profile, are available on anz.com > About us > Corporate Responsibility. Directors’ Qualifications, Experience and Special Responsibilities At the date of this report, the Board comprises nine Non-Executive Directors who have a diversity of business and community experience and one Executive Director, the Chief Executive Officer, who has extensive banking experience. The names of Directors and details of their skills, qualifications, experience and when they were appointed to the Board are contained on pages 52 to 55 of this Annual Report. Details of the number of Board and Board Committee meetings held during the year, Directors’ attendance at those meetings and details of Directors’ special responsibilities, are shown on pages 61 to 64 of this Annual Report. No Directors retired during the 2013 financial year. Details of directorships of other listed companies held by each current Director in the three years prior to the end of the 2013 financial year are listed on pages 52 to 55. Company Secretaries’ Qualifications and Experience Currently there are two people appointed as Company Secretaries of the Company. Details of their roles are contained on page 59. Their qualifications and experience are as follows: } Bob Santamaria, BCom, LLB (Hons) Group General Counsel. Mr Santamaria joined ANZ in 2007. He had previously been a Partner at the law firm Allens Arthur Robinson since 1987. He was Executive Partner Corporate, responsible for client liaison with some of Allens Arthur Robinson’s largest corporate clients. Mr Santamaria brings to ANZ a strong background in leadership of a major law firm, together with significant experience in securities, mergers and acquisitions. He holds a Bachelor of Commerce and Bachelor of Laws (Honours) from the University of Melbourne. He is also an Affiliate of the Governance Institute of Australia. DIRECTORS’ REPORT 9 ANZ ANNUAL REPORT 2013ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) } John Priestley, BEc, LLB, FCIS Company Secretary. Mr Priestley, a qualified lawyer, joined ANZ in 2004. Prior to joining ANZ, he had a long career with Mayne Group and held positions which included responsibility for the legal, company secretarial, compliance and insurance functions. He is a Fellow of the Governance Institute of Australia and also a member of the Governance Institute of Australia’s National Legislation Review Committee. Non-audit Services The Group’s Stakeholder Engagement Model for Relationship with the External Auditor (which incorporates requirements of the Corporations Act 2001 and international best practice) states that the external auditor may not provide services that are perceived to be in conflict with the role of the external auditor. These include consulting advice and sub-contracting of operational activities normally undertaken by management, and engagements where the external auditor may ultimately be required to express an opinion on its own work. Specifically the Stakeholder Engagement Model: } limits the non-audit services that may be provided; } requires that audit, audit-related and permitted non-audit services must be pre-approved by the Audit Committee, or pre-approved by the Chairman of the Audit Committee (or up to a specified amount by a limited number of authorised senior members of management) and notified to the Audit Committee; and } requires that the external auditor does not commence an engagement for the Group until the Group has confirmed that the engagement has been pre-approved. The non-audit services supplied to the Group by the Group’s external auditor, KPMG, or by another person or firm on KPMG’s behalf, and the amount paid or payable by the Group by type of non-audit service during the year ended 30 September 2013 are as follows: Amount paid/payable $’000’s Non-audit services Review of internal regulatory framework policies submitted to the UK, US and Indian regulators Review operational risk management scenario analysis process Review of accounts for divestment purposes Industry benchmarking for Wealth Australia Accounting advice for Wealth Australia Review analysis tool developed by Wealth Australia Assistance with review of IT controls of ANZ’s vendors in Vietnam Regulatory services related to the UK regulator Review terminal stocktake as part of the sale of EFTPOS New Zealand Limited Assistance with regulatory registration processes in Taiwan Review of Wealth internal capital adequacy assessment process Review application of new Australian consumer cards legislation Regulatory benchmarking review (Taiwan) Accounting advice for Group Centre 2013 324 77 53 26 22 20 13 13 8 7 – – – – 2012 – – 35 75 – – – – – 11 83 50 49 28 Further details about the Stakeholder Engagement Model can be found in the Corporate Governance Statement on pages 64 to 65. Total 563 331 The Audit Committee has reviewed the non-audit services provided by the external auditor (KPMG) for 2013, and has confirmed that the provision of non-audit services for 2013 is consistent with the Stakeholder Engagement Model and compatible with the general standard of independence for external auditors imposed by the Corporations Act 2001. This has been formally advised by the Audit Committee to the Board of Directors. The external auditor has confirmed to the Audit Committee that it has: } implemented procedures to ensure it complies with independence rules both in Australia and the United States (US); and } complied with domestic policies and regulations, together with the regulatory requirements of the US Securities and Exchange Commission, and ANZ’s policy regarding the provision of non-audit services by the external auditor. Further details on the compensation paid to KPMG is provided in note 5 to the financial statements including details of audit-related services provided during the year of $3.879 million (2012: $4.313 million). For the reasons set out above, the Directors are satisfied that the provision of non-audit services by the external auditor during the year ended 30 September 2013 is compatible with the general standard of independence for external auditors imposed by the Corporations Act 2001. Chief Executive Officer/Chief Financial Officer Declaration The Chief Executive Officer and the Chief Financial Officer have given the declarations to the Board concerning the Group’s financial statements and other matters as required under section 295A(2) of the Corporations Act 2001 and Recommendation 7.3 of the ASX Corporate Governance Principles and Recommendations. 10 Directors’ and Officers’ Indemnity The Company’s Constitution (Rule 11.1) permits the Company to indemnify any officer or employee of the Company against liabilities (so far as may be permitted under applicable law) incurred as such an officer or employee. It is the Company’s policy that its employees should be protected from any liability they incur as a result of acting in the course of their employment, subject to appropriate conditions. Under the policy, the Company will indemnify employees against any liability they incur to any third party in carrying out their role. The indemnity applies to employees and former employees who incur a liability when acting as an employee, trustee or officer of the Company, another corporation or other body at the request of the Company or a related body corporate. The indemnity is subject to applicable law and in addition will not apply to liability arising from: } serious misconduct, gross negligence or lack of good faith; } illegal, dishonest or fraudulent conduct; or } material non-compliance with the Company’s policies, processes or discretions. The Company has entered into Indemnity Deeds with each of its Directors, with certain secretaries and former Directors of the Company, and with certain employees and other individuals who act as directors or officers of related bodies corporate or of another company. To the extent permitted by law, the Company indemnifies the individual for all liabilities, including costs, damages and expenses incurred in their capacity as an officer of the company to which they have been appointed. The Company has indemnified the trustees and former trustees of certain of the Company’s superannuation funds and directors, former directors, officers and former officers of trustees of various Company sponsored superannuation schemes in Australia. Under the relevant Deeds of Indemnity, the Company must indemnify each indemnified person if the assets of the relevant fund are insufficient to cover any loss, damage, liability or cost incurred by the indemnified person in connection with the fund, being loss, damage, liability or costs for which the indemnified person would have been entitled to be indemnified out of the assets of the fund in accordance with the trust deed and the Superannuation Industry (Supervision) Act 1993. This indemnity survives the termination of the fund. Some of the indemnified persons are or were Directors or executive officers of the Company. The Company has also indemnified certain employees of the Company, being trustees and administrators of a trust, from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature arising out of or in connection with the creation, operation or dissolution of the trust or any act or omission performed or omitted by them in good faith and in a manner that they reasonably believed to be within the scope of the authority conferred by the trust. Except for the above, neither the Company nor any related body corporate of the Company has indemnified or made an agreement to indemnify any person who is or has been an officer or auditor of the Company against liabilities incurred as an officer or auditor of the Company. During the financial year, the Company has paid premiums for insurance for the benefit of the directors and employees of the Company and related bodies corporate of the Company. In accordance with common commercial practice, the insurance prohibits disclosure of the nature of the liability insured against and the amount of the premium. Rounding of Amounts The Company is a company of the kind referred to in Australian Securities and Investments Commission class order 98/100 (as amended) pursuant to section 341(1) of the Corporations Act 2001. As a result, amounts in this Directors’ Report and the accompanying financial statements have been rounded to the nearest million dollars except where otherwise indicated. Key Management Personnel and Employee Share and Option Plans Details of equity holdings of Non-Executive Directors, the Chief Executive Officer and Disclosed Executives during the 2013 financial year and as at the date of this report are detailed in note 46 of the financial statements. Details of options/rights issued over shares granted to the Chief Executive Officer and Disclosed Executives during the 2013 financial year and as at the date of this report are detailed in the Remuneration Report. Details of options/rights issued over shares granted to employees during the 2013 financial year and on issue as at the date of this report are detailed in note 45 of the 2013 financial statements. Details of shares issued as a result of the exercise during the 2013 financial year of options/rights granted to employees are detailed in note 45 of the 2013 financial statements. Other details about the share options/rights issued, including any rights to participate in any share issues of the Company, are set out in note 45 of the 2013 financial statements. No person entitled to exercise any option/right has or had, by virtue of an option/right, a right to participate in any share issue of any other body corporate. The names of all persons who currently hold options/rights are entered in the register kept by the Company pursuant to section 170 of the Corporations Act 2001. This register may be inspected free of charge. Lead Auditor’s Independence Declaration The lead auditor’s independence declaration given under section 307C of the Corporations Act 2001 is set out below and forms part of this Directors’ Report for the year ended 30 September 2013. THE AUDITOR’S INDEPENDENCE DECLARATION Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To: the Directors of Australia and New Zealand Banking Group Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 September 2013, there have been: (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Andrew Yates Partner Melbourne 8 November 2013 DIRECTORS’ REPORT 11 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) OPERATING AND FINANCIAL REVIEW This Operating and Financial Review has been prepared in accordance with section 299A of the Corporations Act 2001 and Australian Securities and Investments Commission (ASIC) Regulatory Guide 247: Effective disclosure in an operating and financial review. It sets out information that allows shareholders to assess the Group’s operations, financial position, business strategies and prospects for future financial years. This information complements and provides context to the financial report. Operations of the Group OvER vIE w ANZ provides a broad range of banking and financial products and services to retail, high net worth, small business, corporate and institutional customers. It conducts its operations primarily in Australia, New Zealand and the Asia Pacific region. ANZ also operates in a number of other countries including the United Kingdom and the United States. BUSINESS MODEL ANZ’s business model primarily consists of raising funds through customer deposits and the wholesale debt markets and lending these funds to customers. In addition, the Group earns revenue from the Global Wealth business through the provision of insurance, superannuation and funds management services, and our Global Markets business from trading and risk management activities. Our primary lending activities are personal lending covering residential mortgages, credit cards and overdrafts, and lending to corporate and institutional customers. Our income is derived from a number of sources, primarily: } Net interest income – represents the difference between the interest income the Group earns on its lending activities, less interest paid on deposits and our wholesale funding; } Net fee and commission income – represents fee income earned on lending and non-lending related financial products and services; and } Net funds management and insurance income – represents income earned from the provision of investment, insurance and superannuation solutions. PRINCIPAL ACTIvITIES Of SEGMENTS The Group operates and manages its results on a divisional structure with Australia, International & Institutional Banking (IIB), New Zealand and Global Wealth being the major operating divisions. Global Technology, Services and Operations (GTSO) provides global enablement capability to those operating divisions. Australia The Australia division comprises Retail and Corporate & Commercial Banking business units. Retail includes Mortgages, Deposits, Cards and Payments along with the Retail Distribution Network. Corporate & Commercial Banking includes Corporate Banking, Esanda, Regional Business Banking, Business Banking and Small Business Banking. International and Institutional Banking The IIB division comprises Global Institutional, Retail Asia Pacific and Asia Partnerships business units, along with Relationship & Infrastructure. New Zealand The New Zealand division comprises Retail and Commercial business units, and Operations and Support which includes the central support functions (including Treasury funding). Global wealth The Global Wealth division comprises Funds Management, Insurance and Private Wealth which provides investment, superannuation, insurance products and services as well as Private Banking for customers across Australia, New Zealand and Asia. Global Technology, Services & Operations GTSO includes Global Services and Operations, Group Technology and Group Centre. Group Centre comprises Group Human Resources, Group Risk, Group Strategy, Group Corporate Affairs, Group Corporate Communications, Group Treasury, Global Internal Audit, Group Finance, Group Marketing, Innovation and Digital, Shareholder Functions and discontinued businesses. A detailed description of each of the segments is included in the appendix to the Annual Report. 12 ANZ ANNUAL REPORT 2013 THE GROUP ’S STRATEGIC PRIORITIES AND OUTLOOK SUPER REGIONAL STRATEGY To become the best connected and most respected bank across the region Strengthen our position in Australia and New Zealand Grow in Asia, focused on corporate and financial institutions, supported by our Asia retail branch network Share common technology, processes, products and services that are designed with our customers in mind, and to reduce costs, complexity and risk Manage risk, balance sheet and capital to drive superior return for shareholders. Develop the best connected and most respected people in banking. ANZ is executing a focused strategy to build the best connected, most respected bank across the Asia Pacific region, and in doing so provide shareholders with above-peer earnings growth. The bank is pursuing significant organic growth opportunities in the Asia Pacific region, and with our strong businesses in Australia and New Zealand, our distinctive footprint and super regional connectivity we are uniquely positioned to meet the needs of customers, who are increasingly linked to regional capital and trade flows. ANZ’s aspiration is to have 25 to 30% of ANZ Group profit after tax (including network revenues) sourced from APEA, by 2017. ANZ has made good progress towards this aspiration. STRATEGIC PROGRESS IN 2013 While economic conditions across the Asia Pacific region remain more robust by comparison to much of the rest of the world, conditions for banking were once again challenging – particularly for institutional banking where subdued credit conditions and margin compression have impacted income growth. Within that environment, management continued to focus on balancing the need for investment to meet the needs of our customers and drive longer-term growth, and the need to generate attractive returns for our shareholders in the near-term. This has been achieved by focusing on both productivity initiatives and capital management to improve returns and support strong earnings per share (EPS) growth. } We are building stronger positions in our Australia and New Zealand markets, led by solid market share gains in Australia Retail and Commercial, emerging productivity benefits from our program of simplification in New Zealand, and much improved penetration of Wealth products into our existing customer base in these markets. } We have continued to build in Asia, focused on intermediating the fast growing trade and capital flows in the region with particular emphasis on regional treasury centres like Hong Kong and Singapore and products like Trade, Foreign Exchange and Debt Capital Markets for Institutional customers. The Commercial segment in Asia is quickly emerging as a source of valuable Markets and Trade cross-sell. } Our retail business in Asia is maturing, with improving return on equity (ROE) and cost to income ratio. It is focused on building USD, AUD and RMB liquidity and building our brand across the region. } We reached a level of maturity with Operations and Technology which are now managed on an equal footing as our other Business Divisions. Our operations and technology strategy is delivering economies of scale, speed to market and a stronger control environment to the business, particularly from our regional hubs and our use of common platforms and processes, resulting in lower unit costs, better quality and lower risk. } We globalised the operating model for Finance and Human Resources in line with the existing way we manage Risk, and we believe these changes will deliver greater consistency, higher control standards and lower cost. DIRECTORS’ REPORT 13 ANZ ANNUAL REPORT 2013ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) } The Group generated around $4.5 billion of additional capital over the year, and remains well capitalised with a Common Equity Tier 1 ratio of 10.8% at 30 September 2013 on a Basel 3 internationally harmonised basis or 8.5% under APRA’s Basel 3 standards. Customer funding was slightly higher at 62% of total funding. } Gross impaired assets reduced, and the Group’s coverage ratios remain strong with collective provision (CP) to credit risk weighted asset (CRWA) at 1.00% and individual provision (IP) to gross impaired assets at 34.4%. } Finally, we focused on strengthening management depth and the alignment between business, operations, support and technology. MEDIUM TO LONG TERM STRATEGIC GOALS AND OUTLOOK As we enter 2014 the global economy is continuing to recover slowly. The major economies in the United States, Europe and Japan are gradually strengthening and while growth in emerging Asia has come off recent highs, growth rates are expected to remain above those in the major developed economies. China has come through a managed slow-down well positioned with growth expected to be around 7.5% in 2014. Australia and New Zealand remain in a strong position with economic growth increasingly linked to Asia with the two economies expected to expand by around 2.5% in 2014. ANZ is committed to delivering top quartile total shareholder returns and above-peer earnings growth, targeting a Group cost to income ratio of less than 43% and ROE of at least 16% by the end of September 2016. The target dividend payout ratio remains at around 65-70% of cash profit, with a bias towards the upper end of this range, which we believe to be a sustainable level in a Basel 3 environment. To do this we will continue to: } Strengthen our position in our Australia and New Zealand markets by growing our Retail and Commercial operations, driving productivity benefits, leveraging the super regional strategy and using technology to drive better functionality: – In Australia, we are transforming the way we serve our customers by investing in physical, mobile and digital channels to support our retail customers, by increasing sales capacity to support our business banking customers, and by investing in customer analytics; and – In New Zealand, we will work under one brand on one platform with more efficient market coverage. } Focus our Asia expansion primarily on Institutional Banking, supporting our Australian and New Zealand customers, targeting profitable markets and segments in which we have expertise and which are connected through trade and capital flows, while continuing to build our niche Commercial and Retail businesses. } Achieve greater efficiency and control through the use of scalable common infrastructure and platforms. } Maintain strong liquidity and actively manage capital to enhance ROE. } Build on our Super Regional capabilities by utilising our management bench-strength and continuing to deepen our international pool of talent. } Apply strict criteria when reviewing existing investment and new inorganic opportunities. The ability of the Group to achieve its goals set out above is dependent on the success of the Group’s ability to manage its material risks which are outlined on pages 26 to 27. Further information on business strategies which may affect the operations of the Group in subsequent years are contained in the Chairman’s Report and the CEO Report. 14 Results of the operations of the Group ANZ REPORTED A PROfIT AfTER TAx Of $6,272 MILLION fOR THE YEAR ENDED 30 SEPTEMBER 2013. Income Statement Net interest income Other operating income Operating income Operating expenses Profit before credit impairment and income tax Provision for credit impairment Profit before income tax Income tax expense and non-controlling interests Profit attributable to shareholders of the Company 2013 $m 12,758 5,688 18,446 (8,236) 10,210 (1,188) 9,022 (2,750) 6,272 2012 $m 12,110 5,601 17,711 (8,519) 9,192 (1,198) 7,994 (2,333) 5,661 Movt 5% 2% 4% -3% 11% -1% 13% 18% 11% Non-IfRS information The Group provides an additional measure of performance which is prepared on a basis other than in accordance with the accounting standards – cash profit. The guidance provided in ASIC Regulatory Guide 230 has been followed when presenting this information. Cash Profit From 1 October 2012, the Group changed to reporting profit on a cash basis from reporting profit on an underlying profit basis. Comparative information has been restated on a consistent basis. Statutory profit has been adjusted to exclude non-core items to arrive at cash profit, and has been provided to assist readers to understand the results for the ongoing business activities of the Group. The adjustments made in arriving at cash profit are included in statutory profit which is subject to audit within the context of the Group statutory audit opinion. Cash profit is not subject to audit by the external auditor, however, the external auditor has informed the Audit Committee that the adjustments have been determined on a consistent basis across each period presented. Statutory profit attributable to shareholders of the Company Adjustments between statutory profit and cash profit Cash profit Adjustments between statutory profit and cash profit ($m) Treasury shares adjustment Revaluation of policy liabilities Economic hedging – fair value (gains)/losses Revenue and net investment hedges (gains)/losses Structured credit intermediation trades Total adjustments between statutory profit and cash profit 2013 $m 6,272 226 6,498 2013 84 46 (13) 159 (50) 226 2012 $m 5,661 169 5,830 2012 96 (41) 229 (53) (62) 169 Movt 11% 34% 11% Movt -13% large large large -19% 34% Refer pages 208 to 209 for analysis of the adjustments between statutory profit and cash profit. DIRECTORS’ REPORT 15 ANZ ANNUAL REPORT 2013 DIRECTORS’ REpORT (continued) Analysis of the business performance by major income and expense lines and by Division, is on cash basis. Income Statement Net interest income Other operating income Operating income Operating expenses Profit before credit impairment and income tax Provision for credit impairment Profit before income tax Income tax expense and non-controlling interests Cash profit Financial performance metrics Return on average ordinary shareholders equity1 Return on average assets 1 Average ordinary shareholders’ equity excludes non-controlling interests and preference shares. 2 Basis points (bps). Non-financial key performance metrics3 Employee engagement Customer satisfaction - Australia (retail customer satisfaction)4 - New Zealand (retail customer satisfaction)5 - IIB (Institutional Relationship strength index ranking)6 - Australia - New Zealand Women in management7 Net Interest Income Net interest income ($m) Net Interest Margin (%) Net Interest Margin (%) (excluding Global Markets) Average interest earnings assets ($m) Average deposits and other borrowings (excluding Global Markets) 2013 $m 12,772 5,606 18,378 (8,236) 10,142 (1,197) 8,945 (2,447) 6,498 2013 15.3% 0.96% 2012 $m 12,110 5,738 17,848 (8,519) 9,329 (1,258) 8,071 (2,241) 5,830 Movt 5% -2% 3% -3% 9% -5% 11% 9% 11% 2012 15.1% 0.93% Movt 20 bps2 3 bps 2013 72% 80% 84% 2 1 2012 70% 76% 89% 2 1 38.7% 37.8% 2013 12,772 2.22% 2.63% 575,339 342,247 2012 12,110 2.31% 2.71% 523,461 317,977 Movt 5% -9 bps -8 bps 10% 8% 3 The Group uses a number of non-financial measures to assess performance. These metrics form part of the balanced scorecard used to measure performance in relation to the Group’s main incentive programs. Discussion of the non-financial performance metrics is included within the Remuneration report on pages 38 to 39 of this Directors’ report. 4 Source: Roy Morgan Research. Base: ANZ Main Financial Institution Customers, aged 14+, based on six months to September for each year. 5 Camorra Research Retail Market Monitor (2013). The Nielson Company Consumer Finance Monitor (2012) excludes National Bank brand. Base: ANZ main bank customers aged 15+, rolling 6 months moving average to September. Based on responses of excellent, very good and good. 6 Source: Peter Lee Associates 2013 Large Corporate and Institutional Relationship Banking Survey, Australia and New Zealand. 7 Calculation for 2013 includes employees on parental leave. 16 Net interest income increased $662 million (5%), with strong growth in average interest earning assets, up 10%, partially offset by a decline in the net interest margin. The Group net interest margin (excluding Global Markets) of 2.63% was 8bps lower than 2012 driven by the impacts of lower interest rates on capital and rate-insensitive deposits, the impacts of the high growth in lower margin Trade business within IIB, increased competition for deposits across all businesses and the impacts of lower margins arising from improved credit quality. These declines were partially offset by improvements in margins in Australia and the benefits of an improved funding mix arising from an increased proportion of customer deposits and lower reliance on more expensive wholesale funding. Average interest earning assets (excl. Global Markets) increased $33.3 billion (8%) over the year with increases driven by: } Australia increased $15.4 billion with mortgages up $10.4 billion and Corporate & Commercial Banking up $4.8 billion primarily in Fixed lending and Tailored Commercial Facilities; } IIB (excl. Global Markets) increased $10.6 billion due to $1.7 billion increase in Global Loans and a $6.8 billion increase in Trade Finance lending; and } New Zealand increased $6.9 billion driven by an uplift in Retail lending, particularly in mortgages. Other Operating Income Fee income1 Foreign exchange earnings1 Net income from wealth management Share of associates’ profit1 Global Markets other operating income3 Other1,2 Total other operating income 2013 $m 2,316 209 1,216 478 1,306 81 5,606 2012 $m 2,293 288 1,099 396 1,213 449 5,738 Movt 1% -27% 11% 21% 8% -82% -2% 1 Excluding Global Markets. 2 Other income includes a $291 million gain on sale of Visa shares during 2012. 3 During the year the Group recognised a funding valuation adjustment of $61 million for the net cost of funding associated with collateralised and uncollateralised derivative positions. Other operating income decreased $132 million (2%) during the period. The decline primarily relates to a reduction in ‘other’ due to non-recurring gains recorded in 2012 from the sale of Visa inc. shares of $291 million, partially offset by increased Wealth Management and Global Markets other operating income during the year. Fee income increased by $23 million due to trade finance loan volume growth and pricing initiatives partially offset by reductions in advisory fees due to a reduction in corporate advisory activity and lower levels of non-yield related fee income. Foreign exchange earnings (FX) income decreased by $79 million as a result of realised FX revenue hedge losses in Group Centre which offset translation gains elsewhere in the Group. Net income from wealth management increased $117 million due to increases in Global Wealth of $65 million arising from increased insurance and funds management income and $11 million in New Zealand arising from an increase in branch distribution of insurance products and improved Kiwisaver performance. Retail Asia Pacific increased $8 million as a result of improved insurance and investment performance in Singapore and Indonesia and Group Centre increased $34 million due to a reduction in the elimination of OnePath investments in ANZ products (with a corresponding reduction reflected in net interest income). Share of associates’ profit increased by $82 million as a result of increases across a number of our associates. Shanghai Rural Commercial Bank (SRCB) increased $33 million mainly attributable to growth in interest income driven by loan repricing and reduced low margin lending as well as lower credit provisions. Bank of Tianjin (BoT) increased $21 million due to an increase in underlying earnings driven by strong asset growth, and AMMB Holdings Berhad (AMMB) increased $15 million mainly attributable to an increase in underlying earnings driven by growth in interest income and lower credit provisions. Global Markets income increased $93 million and is affected by mix impacts between the categories within other operating income and net interest income. The key movements related to: } Fixed income increased $43 million with Credit and Balance Sheet trading benefiting from contracting spreads during the year which more than offset the impact of a funding valuation adjustment; } FX income increased $107 million with growth in the FX business, particularly in the key global FX markets of Singapore and London. FX income in Asia was up 25% over the year and up 40% in Europe over the same period; and } Capital Markets increased $22 million mainly driven by increased deal activity in Loan Syndications. DIRECTORS’ REPORT 17 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) Operating Expenses Personnel expenses Premises expenses Computer expenses Restructure expenses Other expenses Total operating expenses Key performance metrics 2013 $m 4,757 733 1,243 85 1,418 8,236 2012 $m 4,765 716 1,383 274 1,381 8,519 Movt 0% 2% -10% -69% 3% -3% Operating expenses to operating income Full time equivalent staff (FTE) 44.8% 47,512 47.7% 48,239 -290 bps -2% Operating expenses reduced by 3%, with all business divisions recording reductions. Personnel expenses decreased $8 million with annual salary increases and the adverse impact of foreign exchange movements being offset by reductions in staff numbers, increased utilisation of our hub resources and lower temporary staff costs. Premises expenses increased $17 million mainly due to rent increases and the transition to new buildings in Sydney and New Zealand. Computer expenses reduced $140 million due to the $274 million impairment of software assets in 2012, partially offset by an increase in depreciation and amortisation and technology investment. Restructuring expenses decreased $189 million mainly due to the wind down of NZ Simplification and lower spend on restructuring initiatives. Other expenses increased $37 million due to higher costs relating to Banking on Australia and investment in technology, along with higher advertising spends. Credit impairment provisioning Individual provision charge / (credit) Collective provision charge / (credit) Charge to income statement 2013 $m 1,167 30 1,197 2012 $m 1,637 (379) 1,258 Movt -29% Large -5% The total individual provision charge decreased $470 million (29%), primarily driven by a reduced number of individual provision charges in IIB and New Zealand where credit quality improved. This was partially offset by an increase in individual provision in Australia division, driven primarily by commercial lending. The collective provision charge increased $409 million from a $379 million release in September 2012 to a $30 million charge in September 2013. The increase was driven primarily by a $98 million increase in Australia division reflecting releases from the economic cycle balance in 2012 and lending growth in 2013, and a $326 million movement in IIB due to crystallisation of individual provisions on a few large legacy exposures in 2012 and the associated collective provision release. The $30 million collective provision charge reflects a $49 million charge in Australia division primarily related to volume growth in the commercial portfolio, a $37 million charge in IIB primarily due to growth, and a release in New Zealand of $58 million reflecting economic cycle releases. 18 fINANCIAL POSITION Of THE GROUP Summary Balance Sheet Assets Liquid assets/due from other financial institutions Trading and available-for-sale assets Derivative financial instruments Net loans and advances Investments backing policy liabilities Other Total Assets Liabilities Due to other financial institutions Deposits and other borrowings Derivative financial instruments Bonds and notes Policy liabilities/external unit holder liabilities Other Total Liabilities Total equity 2013 $b 61.9 69.4 45.9 469.3 32.1 24.4 703.0 36.3 439.7 47.5 70.4 35.9 27.6 657.4 45.6 2012 $b 53.7 61.2 48.9 427.8 29.9 20.6 642.1 30.5 397.1 52.6 63.1 33.5 24.1 600.9 41.2 Movt 15% 13% -6% 10% 7% 18% 9% 19% 11% -10% 12% 7% 15% 9% 11% The Group’s balance sheet continued to strengthen during 2013 with stronger capital ratios, a higher level of liquidity, an increased proportion of funding from customer deposits and a reduction in the proportion of impaired assets to gross loans and advances. Asset growth of $61 billion (9%) was principally driven by: } Liquid assets/due from other financial institutions increased $8 billion primarily attributable to the impact of the AUD depreciation on liquidity portfolios held in offshore branches; and } Net loans and advances increased $42 billion primarily driven by an $18 billion increase in the Australia division from above system growth in Mortgages and growth in Corporate & Commercial Banking; an $11 billion increase in New Zealand due to above system growth in mortgages and favourable exchange rate movements; and a $12 billion increase in IIB with strong growth across all business lines in the APEA geography. Liabilities growth of $57 billion (9%) was principally driven by: } Deposits and other borrowings which increased $43 billion due to growth in customer deposits of $41 billion primarily in Australia (increased by $12 billion) and IIB (increased by $21 billion) with solid growth from new retail savings products and greater penetration in the APEA region respectively. DIRECTORS’ REPORT 19 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) Credit Provisioning Gross impaired assets ($m) Credit risk weighted assets ($b)1 Total provision for credit impairment ($m) Individual provision as % of gross impaired assets Collective provision as % of credit risk weighted assets1 2013 4,264 287.7 4,354 34.4% 1.00% 2012 5,196 254.9 4,538 34.1% 1.08% Movt -18% 13% -4% 30 bps -8 bps 1 September 2013 risk weighted assets under Basel 3 methodology. September 2012 risk weighted assets under Basel 2 methodology. The change from Basel 2 to Basel 3 on 1 January 2013 increased risk weighted assets by $15.2 billion at that date. Gross impaired assets decreased by 18% driven by several single names returning to performing in IIB and New Zealand, combined with lending book credit quality improvements reducing the flow of new impaired assets. The Group has an individual provision coverage ratio on impaired assets of 34.4% at 30 September 2013, up from 34.1% as at 30 September 2012. The collective provision ratio of 1.00% provides conservative coverage given the ongoing improvement in credit quality, particularly in the Institutional lending book where credit exposure to investment grade clients now comprises 78% of the book compared with 60% in 2008. Liquidity and funding Total liquidity portfolio ($b) Total customer liabilities funding (%) 2013 121.6 62% 2012 114.6 61% Movt 6% 100 bps The Group maintains a portfolio of liquid assets to manage potential stresses in funding sources. The minimum level of liquidity portfolio assets to hold is based on a range of ANZ specific and general market liquidity stress scenarios such that potential cash flow obligations can be met over the short to medium term. The Group holds a diversified portfolio of cash and high credit quality securities that may be sold or pledged to provide same-day liquidity. All assets held in the prime portfolio are securities eligible for repurchase under agreements with the applicable central bank (i.e. ‘repo eligible’). The liquidity portfolio is well diversified by counterparty, currency and tenor. Under the liquidity policy framework, securities purchased for ANZ’s liquidity portfolio must be of a similar or better credit quality to ANZ’s external long-term or short-term credit ratings and continue to be repo eligible. During the year customer funding increased by $44 billion and now represents 62% of total funding. Wholesale funding increased $13 billion, with an additional $24 billion of term wholesale debt issued across a well diversified range of domestic and international investors during 2013. Capital Management Common Equity Tier 1 - APRA Basel 3 - Internationally Harmonised1 Basel 3 Risk weighted assets ($b) (APRA Basel 3)2 2013 2012 Movt 8.5% 10.8% 339.3 8.0% 10.0% 315.4 50 bps 80 bps 8% 1 ANZ’s interpretation of the regulations documented in the Basel Committee publications; “Basel III: A global regulatory framework for more resilient banks and banking systems” (June 2011) and “International Convergence of Capital Measurement and Capital Standards” (June 2006) 2 September 2013 risk weighted assets under Basel 3 methodology. September 2012 risk weighted assets under Basel 2 methodology. The change from Basel 2 to Basel 3 on 1 January 2013 increased risk weighted assets by $15.2 billion at that date. APRA, under the authority of the Banking Act 1959, sets minimum regulatory capital requirements for banks including what is acceptable as capital and provide methods of measuring the risks incurred by the Bank. The Group’s Common Equity Tier 1 ratio increased 50 basis points to 8.5% based upon the APRA Basel 3 standards, exceeding APRA’s minimum requirements, with cash earnings and capital initiatives (including divestments) outweighing dividends, incremental risk weighted assets and deductions. 20 RESULTS Of MAJOR SEGMENTS Of THE GROUP Australia Across ANZ’s Retail and Commercial businesses in Australia, we serve approximately six million customers. During 2013, we have continued to strengthen our Australian domestic franchise with market share gains in our target segments while maintaining strong margins, cost discipline and asset quality. We continue to leverage ANZ’s Super Regional advantage to bring the whole of ANZ to our customers. Banking on Australia Transformation Program Our Banking on Australia program is transforming the business to position ANZ for growth in a changing environment. We are building our lead in digital and mobile channels to enhance the customer experience, expand our reach and deepen customer loyalty by making it easier for our customers to bank with us, while delivering a lower cost to serve. Our customer connectivity continues to grow with one million active ANZ goMoneyTM users, more than 7,000 active ANZ FastPayTM merchants and 1,200 frontline bankers enabled with mobility tools (iPads). We are transforming our distribution network to focus on more complex sales, reduce branch footprint costs, build out contact centre capability and improve frontline banker productivity. This has resulted in revenue per full time equivalent (FTE) increasing 7% and the expense to income ratio reducing from 40.8% in 2012 to 37.5% in 2013. Banking on Australia is delivering. ANZ had the strongest overall growth of the major banks across Home Loans, Deposits, Cards1, and also Share of Wallet2 in 2013. ANZ has now grown Housing Lending at above system levels for 14 consecutive quarters1 and 53% of Home Loans are now sold through our proprietary channels, up from 49% in September 2012. Corporate & Commercial Banking has leveraged Banking on Australia by focusing on delivering an easy, connected and insightful customer experience and utilising ANZ’s super regional footprint. As a result C&CB has grown net customer numbers3 by 30,000 (8%), delivered strong volume growth and increased cross-sell by 8% over the year. Income statement Net interest income Other operating income Operating income Operating expenses Profit before credit impairment and income tax Provision for credit impairment Profit before income tax Income tax expense and non-controlling interests Cash profit Key performance metrics Number of employees Net interest margin (%) Operating expenses to operating income (%) Net loans and advances ($b) Customer deposits ($b) 2013 $m 6,678 1,189 7,867 (2,951) 4,916 (820) 4,096 (1,223) 2,873 14,586 2.53% 37.5% 271.6 152.4 2012 $m 6,163 1,193 7,356 (3,002) 4,354 (642) 3,712 (1,114) 2,598 Movt 8% 0% 7% -2% 13% 28% 10% 10% 11% 14,606 2.48% 40.8% 253.9 140.8 0% 5 bps -330 bps 7% 8% 1 Source: APRA Monthly Banking Statistics for the year end to June 2013. 2 Source: Roy Morgan research: Aust Population aged 14+, rolling 12 months, Trade Banking Consumer Market (Deposits, Cards and Loans), Peers: CBA (excl. Bankwest), NAB, Westpac (excl. Bank of Melbourne and St George). 3 Excluding Esanda. Cash profit increased 11%, with a 7% increase in income and a 2% reduction in expenses, partially offset by a 28% increase in credit provisions. Key factors affecting the result were: } Net interest income increased 8% from growth in average net loans and advances of 6%, driven by sustained above system growth in home loans, including branch originated home loan sales growth of 16%, and strong lending growth in Corporate & Commercial Banking. Additionally, net interest margin improved 5bps as a result of disciplined margin management, partly offset by deposit pricing pressures. } Operating expenses reduced 2% (flat after adjusting for significant software impairments in the prior year). Investment spending was funded by a reduction in average FTE and benefits from a focus on productivity and expense management. } Provision for credit impairment increased 28%. Individual provisions increased driven by lower asset valuations across the rural and vehicle finance sectors in Corporate & Commercial Banking, partially offset by an improvement in cards delinquency. Collective provisions increased in both Retail and Corporate & Commercial Banking reflecting asset growth as well as releases in the prior period. DIRECTORS’ REPORT 21 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) International and Institutional Banking IIB’s result reflected continued progress of the Super Regional Strategy through diversified income streams, improved quality of lending and enhanced connectivity for our customers. We are doing more business with more customers in more products in more countries and this has helped offset margin pressure compared to prior years. This result highlights the continued progress of our expansion into Asia with the APEA component of IIB (which consists of our Asian Partnerships, Asian Retail and Institutional banking operations in APEA geographies) now contributing 48% of income and delivering income growth of 10% in the current year. This result reflects the ongoing investment in systems and people in the region, building scale and capability which has helped generate strong volume growth experienced in Asia compared to the more constrained business environments in Australia and New Zealand. The division reported a 21% fall in gross impaired assets over the year which reflects our continued actions to reduce risk the Global Institutional loan portfolio, with 78% of the Institutional lending book now being investment grade (compared to 60% in 2008) and transforming the lending book to shorter dated Trade exposures. Income statement Net interest income Other operating income Operating income Operating expenses Profit before credit impairment and income tax Provision for credit impairment Profit before income tax Income tax expense and non-controlling interests Cash profit Key performance metrics Number of employees Net interest margin (%) Operating expenses to operating income (%) Net loans and advances ($b) Customer deposits ($b) 2013 $m 3,666 2,898 6,564 (2,970) 3,594 (317) 3,277 (847) 2,430 13,182 1.61% 45.2% 110.1 163.2 2012 $m 3,667 2,760 6,427 (3,069) 3,358 (451) 2,907 (796) 2,111 13,838 1.85% 47.8% 98.3 142.7 Movt 0% 5% 2% -3% 7% -30% 13% 6% 15% -5% -24 bps -260 bps 12% 14% Cash profit increased 15% with strong other operating income growth in Global Markets and Transaction Banking, a 3% reduction in operating expenses and a 30% reduction in credit provision charges, partially offset by a decrease in net interest margin. The key factors affecting the result were: } Net interest income was largely unchanged year on year, with solid growth net loans and advances in APEA (32%), offset by a decrease in net interest margin from a shift in focus to lower risk, shorter duration trade products coupled with increased competition and a lower interest rate environment. } Other external operating income increased 5%. This increase was driven by the focus on growing Trade and the Markets businesses, along with a 15% improvement in the contributions from Asia Partnerships. } Operating expenses were 3% lower (2% higher after adjusting for the software impairments in the prior year), with cost savings from productivity gains and greater utilisation of the hub resources partially offset by continued re-investment in the business. } Provision charges for credit impairment were 30% lower than the prior year. This was due in most part to higher individual provision charges that were booked in 2012 on a few legacy Global Institutional loans in Australia but also improved quality across the lending book in 2013. 22 New Zealand The New Zealand division has successfully completed its brand integration and moved to a single core banking system. This has driven continued benefits as we leverage our scale and work to build a better bank for our customers. By investing in our digital channels, optimising our branch network and simplifying our business, we are enhancing the experience for customers while making it easier for them to deal with us. This has driven an increase in revenue of 12% per FTE and 16% per branch in 2013. We grew market share in target segments and our brand consideration improved more than any other bank in New Zealand. Retail update Under a single brand, the Retail business progressed its optimisation of the branch network which has resulted in increased coverage and cost savings. Lending volumes have held up well in a subdued credit environment and net interest margin has stabilised notwithstanding unfavourable product mix impacts. Commercial update Commercial has focused on growing Small Business Banking and improving the quality of the CommAgri lending portfolio. Small Business Banking delivered above-system lending growth through investment in sales capabilities which has more than offset the impact of margin compression. Income statement Net interest income Other external operating income Operating income Operating expenses Profit before credit impairment and income tax Provision for credit impairment Profit before income tax Income tax expense and non-controlling interests Cash profit Key performance metrics Number of employees Net interest margin (%) Operating expenses to operating income (%) Net loans and advances ($b) Customer deposits ($b) 2013 $m 1,860 348 2,208 (952) 1,256 (37) 1,219 (338) 881 7,400 2.49% 43.1% 81.4 46.5 2012 $m 1,780 315 2,095 (1,061) 1,034 (148) 886 (244) 642 8,217 2.63% 50.6% 70.3 39.6 Movt 4% 10% 5% -10% 21% -75% 38% 39% 37% -10% -14 bps -750 bps 16% 17% Cash profit increased 37% (29% after removing the impact of the depreciation of the AUD during the year) predominantly from strong deposit and lending growth, lower costs and a substantial reduction in provisioning charges, partly offset by net interest margin contraction. Key factors affecting the result were: } Average lending growth of 4% in a subdued credit environment was driven by above-system growth in mortgages and small business bank lending, with a lower reliance on CommAgri lending. Net interest margin contracted 14 basis points due to strong lending competition, unfavourable mix impacts from customers preferring lower margin fixed rate products, and higher year on year wholesale funding costs, partially offset by improved deposit margins, particularly in term deposits. } Other operating income increased 10%, driven by the gain on sale of EFTPOS New Zealand Limited and an increase in wealth management and insurance revenues. } Operating expenses reduced 10% (2% after adjusting for the program of Simplification in New Zealand) reflecting productivity benefits from simplifying our business and leveraging our scale. } Credit impairment charges reduced 75% driven by lower individual provisioning levels as credit quality and processes both continued to improve, particularly in the Commercial book. The collective provision release was $13 million higher due to a larger release of economic cycle and model risk provisions in 2013. DIRECTORS’ REPORT 23 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) Global wealth Global Wealth serves over two million customers and manages over $58 billion in investment and retirement savings in Australia and New Zealand and is focused on delivering innovative and compelling financial solutions to our customers across the region, that enable them to actively engage in growing and protecting their wealth. Customers can access ANZ’s Wealth solutions through teams of highly qualified financial planners and advisers, innovative online and mobile platforms, ANZ Private Bankers and ANZ’s branch network. Global Wealth is investing in strategic growth initiatives to change the game in wealth. The focus of these initiatives is on digital platforms that better connect customers to their wealth, innovative solutions for the self-directed customers and programs to leverage capabilities across the region to deliver service and scale efficiencies. funds Management update The Funds Management business continues to strengthen the core retail superannuation and investment offerings. ANZ’s Smart Choice Super product experienced strong growth with higher levels of insurance take-up which is an embedded feature of the product. Strategic initiatives continue to focus on simplifying operational processes, as well as reshaping the business to overcome the impacts of the changing regulatory environment. The New Zealand business continues to hold a dominant market position in KiwiSaver with strong growth in net flows and the business’ key focus is to improve customer experience by offering innovative solutions and enhancing self service capabilities. Insurance update The business is focused on strengthening our position in the insurance market with strong growth in inforce premium across Direct and Retail channels. In an environment that is challenging, continued investment in claims management processes and targeted retention activities have contributed to an improvement in claims experience and a stabilising of lapse rates over the past 12 months. Private wealth update Business momentum remains strong, with continued focus on building a platform for growth through strengthening resources and improved product offerings and global investment solutions for our customers. Income statement Net Funds management and insurance income Other operating income including net interest income Operating expenses including credit provision Profit before income tax Income tax expense and non-controlling interests Cash profit Consisting of: - Funds Management1 - Insurance - Private Wealth - Corporate and Other² Total Global wealth Key performance metrics Number of employees Operating expenses to operating income (%) Funds under management ($m) In-force premiums ($m) Retail insurance lapse rates (%) - Australia - New Zealand 2013 $m 1,211 299 (948) 562 (93) 469 128 221 50 70 469 4,267 62.5% 58,578 1,986 13.7% 15.9% 2012 $m 1,146 294 (971) 469 (123) 346 68 203 37 38 346 Movt 6% 2% -2% 20% -24% 36% 88% 9% 35% 84% 36% 4,024 67.2% 51,667 1,822 13.9% 16.6% 6% -470 bps 13% 9% -20 bps -70 bps 1 Funds management includes Pensions & Investments business and E*Trade. 2 Corporate and other includes income from invested capital, profits from advice and distribution business and unallocated corporate tax credits. 24 Cash Profit increased by 36%, with a 6% increase in net funds management and insurance income, a 2% reduction in expenses as well as the impact of a favourable one-off tax consolidation adjustment. Key factors affecting the result were: } Funds Management operating income increased by 4%. This was mainly driven by 13% growth in funds under management (FUM) as a result of strong gains from the investment market, partially offset by net interest margin contraction and losses from the annuity portfolio. } Insurance operating income grew 6% driven by improved life insurance related claims and stable lapse experience, along with strong growth in inforce premium in retail products. General insurance operating margins also improved, delivering a strong result with 11% higher inforce premium, as well as improved event and working claims. } Private Wealth operating income was up by 6% mainly driven by solid growth in volumes. Net loans and advances grew by 15% and customer deposits increased by 22%. } Operating expenses reduced by 2%, with productivity and simplification activities offsetting increased investment in strategic growth initiatives. GTSO GTSO is ANZ’s business support division responsible for the delivery of technology, shared services and operations across the Group and was formed in 2012 to provide an integrated approach to ANZ’s business transformation agenda and to enable and accelerate the delivery of the Group’s super regional strategy. This includes a focus on rapid productivity improvements and delivering value to our customers. Group Centre also houses a number of shared functions. Income statement Operating income Operating expenses Profit/(Loss) before credit impairment and income tax Provision for credit impairment Profit/(Loss) before income tax Income tax expense and non-controlling interests Cash profit/(loss) Key performance metrics Number of employees 2013 $m 229 (419) (190) (19) (209) 54 (155) 2012 $m 530 (420) 110 (13) 97 36 133 Movt -57% 0% Large 46% Large 50% large 8,077 7,554 7% GTSO, including Group Centre, result was impacted by: } Operating income decreased $301 million mainly due to a $291 million gain on sale of VISA shares in the September 2012. } Operating expenses were flat with $24 million software impairment expense in 2012 offset by higher depreciation and amortisation and restructuring expenses in 2013. } Provision for credit impairment increased $6 million due to higher provisions relating to discontinued businesses. DIRECTORS’ REPORT 25 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) Risks The success of the Group’s strategy is underpinned by sound management of its risks. As the Group progresses on its strategic path of becoming the best connected and most respected bank across the region, the risks faced by the Group will evolve in line with the strategic direction. The success of the Group’s strategy is dependent on its ability to manage the broad range of interrelated risks it is exposed to across our expanding geographic footprint. Risk Appetite ANZ’s risk appetite is set by the Board and integrated within ANZ’s strategic objectives. The risk appetite framework underpins fundamental principles of strong capitalisation, robust balance sheet and sound earnings, which protects ANZ’s franchise and supports the development of an enterprise-wide risk culture. The framework provides an enforceable risk statement on the amount of risk ANZ is willing to accept and it supports strategic and core business activities and customer relationships ensuring that: } only permitted activities are engaged in; } the scale of permitted activities, and subsequent risk profile, does not lead to potential losses or earnings volatility that exceeds ANZ approved risk appetite; } risk is expressed quantitatively via limits and tolerances; } management focus is brought to bear on key and emerging risk issues and mitigating actions; and } risk is linked to the business by informing, guiding and empowering the business in executing strategy. ANZ’s risk management is viewed as a core competency and to ensure that risks are identified, assessed and managed in an accurate and timely manner, ANZ has: } An independent risk management function, with both central and enterprise-wide functions (which typically cover such activities as risk measurement, reporting and portfolio management), together with embedded risk managers within the businesses. } Developed frameworks to provide structured and disciplined processes for managing key risks. These frameworks include articulation of the appetite for these risks, portfolio direction, policies, structures, limits and discretions. Material Risks All the Group’s activities involve, to varying degrees, the analysis, evaluation, acceptance and management of risks or combinations of risks. The material risks facing the Group and its approach to management of those risk are described below: Credit Risk – is defined as the risk of financial loss resulting from the failure of ANZ’s customers and counterparties to honour or perform fully the terms of a loan or contract. ANZ has a comprehensive framework to manage credit risk and support sound growth for appropriate returns. The framework is top down, being defined by credit principles and policies. The effectiveness of the credit risk management framework is assessed through various compliance and monitoring processes. These, together with portfolio selection, define and guide the credit process, organisation and staff. Market Risk – is defined as the risk to earnings arising from changes in market risk factors, which ANZ may have an exposure to in the Banking Book and/or Trading Book. The key market risk factors can be summarised as follows: - Interest rate risk: exposure to changes in the level and volatility of interest rates, slope of the yield curve and changes in credit spreads. - Currency rate risk: exposure to changes in foreign exchange spot and forward prices and the volatility of foreign exchange rates. - Commodity price risk: exposure to changes in commodity prices and the volatility of commodity prices. - Equity price risk: exposure to changes in equity prices and the volatility of equity prices. The Market Risk function is a specialist risk management unit independent of the business that is responsible for measuring and monitoring market risk. Market Risk have implemented policies and procedures to ensure that ANZ’s market risk exposures are managed within the appetite and limit framework set by the Board. Liquidity Risk – is defined as the risk that the Group is unable to meet its payment obligations as they fall due, including repaying depositors or maturing wholesale debt, or that the Group has insufficient capacity to fund increases in assets. The timing mismatch of cash flows and the related liquidity risk is inherent in all banking operations and is closely monitored by the Group. The Group maintains a portfolio of liquid assets to manage potential stresses in funding sources. The minimum level of liquid assets held is based on a range of ANZ specific and general market liquidity stress scenarios such that potential cash flow obligations can be met over the short to medium term. 26 Operational Risk – is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. This definition includes legal risk, and the risk of reputational loss but excludes strategic risk. The Group Operational Risk function is responsible for exercising governance over operational risk by ensuring business management usage of the operational risk measurement and management framework. They are also responsible for ensuring that key operational risks and their management are reported to executive risk committees. Key operational risk themes include business disruption, rogue trader and mis-selling. Business units are responsible for the day to day management of operational risks through the implementation of the Operational Risk Measurement and Management framework. This includes the identification, analysis, assessment, monitoring, treatment and escalation of operational risks. Compliance Risk – is defined as the probability and impact of an event that results in a failure to act in accordance with laws, regulations, industry standards and codes, internal policies and procedures and principles of good governance as applicable to ANZ’s businesses. Group Compliance is accountable for designing a compliance program that allows ANZ to meet its regulatory obligations. It also provides assurance to the Board that material risks are identified, assessed and managed by the business. Reputational Risk – is defined as the risk of loss caused by adverse perceptions of ANZ held by the public, shareholders, investors, regulators, or rating agencies that directly or indirectly impact earnings, capital adequacy or value. We have established decision-making frameworks and policies to ensure our business decisions are guided by sound social and environmental standards and take into account reputation risk. Insurance Risk – is defined as the risk of loss due to unexpected changes in current and future insurance claim rates. In life insurance business, insurance risk arises primarily through mortality (death) and morbidity (illness and injury) and longevity risks. For general insurance business, insurance risk arises mainly through weather-related incidents and similar calamities, as well as adverse variability in home, contents, motor, travel and other insurance claim amounts. Insurance risk is managed primarily by: product design to price all applicable risks into contracts; reinsurance to reduce liability for large individual risks; underwriting to price/reserve for the level of risk associated with an individual contract; claims management to admit and pay only genuine claims; insurance experience reviews to update assumptions and portfolio management to maintain a diversity of individual risks. Reinsurance Risk – Reinsurance is an agreement in which one insurer (‘the reinsurer’) indemnifies another insurer for all or part of the risk of a policy originally issued and assumed by that other insurer. Reinsurance is a risk transfer tool between the insurer and reinsurer. The main risk that arises with reinsurance is counterparty credit risk. This is the risk that a reinsurer fails to meet their contractual obligations, i.e. to pay reinsurance claims when due. This risk is measured by assigning a counterparty credit rating or probability of default. Reinsurance counterparty credit risk is mitigated by restricting counterparty exposures on the basis of financial strength and concentration. Further information on risk management including approach, framework and key areas of focus can be found in the Corporate Governance section of the Directors’ Report as set out on page 63. A listing of the principal risks and uncertainties facing the Group are set out in the Supplementary information on pages 191 to 199. DIRECTORS’ REPORT 27 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) REMUNERATION REPORT Contents 1 Basis of Preparation 2 Key Management Personnel (KMP) 3 Role of the Board in Remuneration 4 HR Committee Activities 5 Remuneration Strategy and Objectives 6 The Composition of Remuneration at ANZ 6.1 Fixed Remuneration 6.2 Variable Remuneration 6.2.1 Short Term Incentives (STI) 6.2.2 Long Term Incentives (LTI) 6.3 Other Remuneration Elements 7 Linking Remuneration to Balanced Scorecard Performance 7.1 ANZ Performance 7.2 STI – Performance and Outcomes 7.3 LTI – Performance and Vesting 8 2013 Remuneration 8.1 Non-Executive Directors (NEDs) 8.2 Chief Executive Officer (CEO) 8.3 Disclosed Executives 8.4 Remuneration Tables – CEO and Disclosed Executives Non Statutory Remuneration Disclosure Table Statutory Remuneration Disclosure Table 9 Equity 9.1 Equity Valuations 29 29 30 30 31 32 33 33 34 35 36 37 37 38 39 39 39 41 43 46 46 48 50 50 Introduction from the Chair of the Human Resources Committee Dear Shareholder, I am pleased to present our Remuneration Report for the year ending 30 September 2013. Our remuneration framework is designed to create value for all stakeholders, to differentiate rewards based on performance and in line with our risk management framework, and to provide competitive rewards to attract, motivate and retain the right people. We are pleased to report that the ANZ Board has assessed the overall 2013 performance as being on or slightly above target for each category within the balanced scorecard of measures, which reflects both annual priorities and also progress toward broader long term strategic goals. During 2013 the Human Resources Committee continued to have a strong focus on the relationship between business performance, risk management and remuneration. The Committee conducted a comprehensive review of the reward structure and agreed the following with the Board: } The reduction of the maximum STI opportunity from 250% to 200% of target; } The introduction of a second LTI comparator group (ASX/S&P 50) with half of future LTI allocations to be based on Total Shareholder Return (TSR) relative to this group and half on TSR relative to the existing financial services comparator group, better reflecting the range of investors in ANZ; } Fees paid to Non-Executive Directors would remain unchanged for 2013; and } No increases to fixed remuneration for the CEO or Disclosed Executives in 2013. Further detail is provided within the Remuneration Report which we hope you will find informative. Alison watkins Chair – Human Resources Committee 2828 ANZ ANNUAL REPORT 2013 1. Basis of Preparation The Remuneration Report is designed to provide shareholders with an understanding of ANZ’s remuneration policies and the link between our remuneration approach and ANZ’s performance, in particular regarding Key Management Personnel (KMP) as defined under the Corporations Act 2001. Individual outcomes are provided for ANZ’s Non-Executive Directors (NEDs), the Chief Executive Officer (CEO) and Disclosed Executives (current and former). The Disclosed Executives are defined as those direct reports to the CEO with responsibility for the strategic direction and management of a major revenue generating Division or who control material revenue and expenses that fall within the definition of KMP. The Remuneration Report for the Company and the consolidated entity for 2012 and 2013 has been prepared in accordance with section 300A of the Corporations Act 2001. Information in Table 6: Non Statutory Remuneration Disclosure has been prepared in accordance with the presentation basis set out in Section 8.4. The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act 2001, unless indicated otherwise, and forms part of the Directors’ Report. 2. Key Management Personnel (KMP) The KMP disclosed in this year’s report are detailed in Table 1. The movements which occurred during 2013 are summarised as follows: NEDs Effective 1 July 2013, Mr Graeme Liebelt was appointed as a NED. DISCLOSED ExECUTIvES ANZ announced the appointment of Mr Andrew Géczy as CEO International and Institutional Banking effective 16 September 2013, succeeding Mr Alex Thursby who concluded in this role on 30 April 2013. TABLE 1: KEY MANAGEMENT PERSONNEL Name Position Non-Executive Directors (NEDs) J Morschel Chairman – Appointed Chairman March 2010 (Director October 2004) G Clark P Dwyer P Hay H Lee G Liebelt I Macfarlane D Meiklejohn A Watkins Director – Appointed February 2004 Director – Appointed 1 April 2012 Director – Appointed November 2008 Director – Appointed February 2009 Director – Appointed 1 July 2013 Director – Appointed February 2007 Director – Appointed October 2004 Director – Appointed November 2008 Chief Executive Officer (CEO) M Smith Chief Executive Officer Disclosed Executives – Current P Chronican Chief Executive Officer, Australia S Elliott D Hisco G Hodges A Géczy J Phillips N Williams Chief Financial Officer Chief Executive Officer, New Zealand Deputy Chief Executive Officer Chief Executive Officer, International & Institutional Banking – appointed 16 September 2013 Chief Executive Officer, Global Wealth and Group Managing Director, Marketing, Innovation and Digital Chief Risk Officer Disclosed Executives – former P Marriott Former Chief Financial Officer – concluded in role 31 May 2012, ceased employment 31 August 2012 C Page A Thursby Former Chief Risk Officer – retired 16 December 2011 Former Chief Executive Officer, International & Institutional Banking – concluded in role 30 April 2013, ceased employment 30 June 2013 Term as KMP in 2013 Full Year Full Year Full Year Full Year Full Year Part Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Part Year Full Year Full Year - - - - Part Year DIRECTORS’ REPORT 29 ANZ ANNUAL REPORT 2013ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) 3. Role of the Board in Remuneration The Human Resources (HR) Committee is a Committee of the Board. The HR Committee is responsible for: } reviewing and making recommendations to the Board in relation to remuneration governance, director and senior executive remuneration and senior executive succession; } specifically making recommendations to the Board on remuneration and succession matters related to the CEO, and individual remuneration arrangements for other key executives covered by the Group’s Remuneration Policy; } the design of significant incentive plans (such as the ANZ Employee Reward Scheme (ANZERS) and the Institutional Total Incentives Performance Plan); and } remuneration structures for senior executives and others specifically covered by the Remuneration Policy. More details about the role of the HR Committee can be found on the ANZ website.1 The link between remuneration and risk is considered a key requirement by the Board, with Committee membership structured to ensure overlap of representation across the HR Committee and Risk Committee, with three Non-Executive Directors currently on both committees. Throughout the year the HR Committee and management received information from external providers (Ernst & Young, Herbert Smith Freehills, Mercer (Australia) Pty Ltd, Hay Group and PricewaterhouseCoopers). This information related to remuneration market data and analysis, market practice on the structure and design of incentive programs (both short and long term), legislative requirements and interpretation of governance and regulatory requirements both in Australia and globally. The HR Committee did not receive any recommendations from remuneration consultants during the year in relation to the remuneration arrangements of KMP. ANZ employs in-house remuneration professionals who provide recommendations to the HR Committee/Board, taking into consideration market information from external providers. The Board’s decisions were made independently using the information provided and having careful regard to ANZ’s strategic objectives and Remuneration Policy and principles. 4. HR Committee Activities During 2013, the HR Committee met on five occasions, with remuneration matters a standing agenda item on each occasion. The HR Committee has a strong focus on the relationship between business performance, risk management and remuneration, with the following activities occurring during the year: } annual review of the effectiveness of the Remuneration Policy; } review of terms and conditions of key senior executive appointments and terminations; } engagement with APRA on remuneration compliance and application of the APRA Remuneration Standard; } involvement of the Risk function in remuneration regulatory and compliance related activities; } monitoring of domestic and international regulatory and compliance matters relating to remuneration governance; } review of STI and LTI arrangements; and } review of ANZ’s progress in building a culture aligned to its super regional aspirations. 1 Go to anz.com > about us > our company > corporate governance > HR Committee Charter. 30 5. Remuneration Strategy and Objectives ANZ’s remuneration strategies and initiatives shape the Group’s Remuneration Policy, which is approved by the Board. The following principles underpin ANZ’s Remuneration Policy, which is applied globally across ANZ: } creating and enhancing value for all ANZ stakeholders; } emphasising the ‘at risk’ components of total rewards to increase alignment with shareholders and encourage behaviour that supports both the long term financial soundness and the risk management framework of ANZ, and to deliver superior long term total shareholder returns; } differentiating rewards in line with ANZ’s culture of rewarding for outperformance and demonstration of values led behaviours; and } providing a competitive reward proposition to attract, motivate and retain the highest quality individuals in order to deliver ANZ’s business and growth strategies. The core elements of ANZ’s remuneration strategy for the CEO and Disclosed Executives are set out below: fIGURE 1: REMUNERATION OBJECTIvES Shareholder value creation Emphasis on ‘at risk’ components Reward differentiation to drive outperformance and values led behaviours Attract, motivate and retain talent Total target remuneration set by reference to geographic market Fixed At Risk Fixed remuneration Short Term Incentive (STI) Long Term Incentive (LTI) Fixed remuneration is set based on financial services market relativities reflecting responsibilities, performance, qualifications, experience and location. STI targets are linked to the performance targets of the Group, Division and individual using a balanced scorecard approach, which considers short term performance and contribution towards longer term objectives, and also the demonstration of values led behaviours. LTI targets are linked to relative Total Shareholder Return (TSR) over the longer term. Cash Delivered as: Part cash and part equity, with the equity deferred for 1 and 2 years. Deferred equity remains at risk until vesting. Equity deferred for 3 years. Deferred equity remains at risk until vesting. This is tested once at vesting date. DIRECTORS’ REPORT 31 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) 6. The Composition of Remuneration at ANZ The Board aims to find a balance between: } fixed and at-risk remuneration; } short term and long term incentives; and } amounts paid in cash and deferred equity. Figure 2 provides an overview of the target remuneration mix for the CEO and Disclosed Executives. fIGURE 2: ANNUAL TOTAL RE wARD MIx PERCENTAGE (% BASED ON ‘AT TARGET’ LE vELS Of PERfORMANCE) Target Reward Mix Deferred Equity 50% At risk 67% Cash 50% Fixed 33% LTI 33% STI deferred 16.5% STI cash 16.5% Fixed remuneration 33% Deferred Equity 40% At risk 63% Cash 60% Fixed 37% LTI 19% STI deferred 21% STI cash 23% Fixed remuneration 37% CEO Disclosed Executives The CEO’s target remuneration mix is equally weighted between fixed remuneration, STI and LTI, with approximately half of total target remuneration payable in cash in the current year and half allocated as equity and deferred over one, two or three years. The deferred remuneration remains at risk until vesting date. The target remuneration mix for Disclosed Executives is weighted between fixed remuneration (37%), STI (44%) and LTI (19%), with approximately 60% of total target remuneration payable in cash in the current year and 40% allocated as equity and deferred over one, two or three years. The deferred remuneration remains at risk until vesting date. The Board has adopted this mix as an effective reward mechanism to drive strong performance and value for the shareholder in both the short and longer term. In line with that, the STI balanced scorecard contains a combination of short and long term objectives. See Section 7.2, STI – Performance and Outcomes. ANZ’s STI and LTI deferral arrangements are designed to ensure that the CEO and Disclosed Executives are acting in the best long term interests of ANZ and its shareholders. Deferring part of their STI and all of their LTI over one to three years every year results in a substantial amount of their variable remuneration being directly linked to long term shareholder value. For example as at 30 September 2013 the CEO held 109,397 unvested STI deferred shares and 908,398 unvested LTI performance rights, the combined value1 of which was around 10 times his fixed remuneration. Similarly as at 30 September 2013 Disclosed Executives held unvested equity, the value1 of which was around five times their average fixed remuneration. All unvested deferred remuneration is subject to ANZ’s clawback provisions. 1 Value is based on the number of unvested deferred shares and unvested performance rights held at 30 September 2013 multiplied by the ANZ share price as at 30 September 2013. 32 The following diagram demonstrates the time horizon associated with STI and LTI awards. fIGURE 3: STI AND LTI TIME HORIZON 1 Oct 2012 30 Sept 2013 Oct 2013 Nov 2013 Dec 2013 Nov 2014 Nov 2015 Nov/Dec 2016 Annual Performance and Remuneration Review STI LTI Performance and Measurement Period STI outcomes determined and approved by the Board Deferred STI allocated as equity Cash STI paid 1 Year 50% of deferred STI vests (subject to Board discretion) 1 Year 50% of deferred STI vests (subject to Board discretion) LTI outcomes determined and approved by the Board Deferred LTI allocated as equity (performance rights) to Disclosed Executives1 CEO grant of LTI (subject to shareholder approval) 3 Years LTI vests (subject to Board discretion and meeting performance hurdles) 1 CRO allocated deferred share rights. The reward structure for the CEO and Disclosed Executives is detailed below. The only exception is the Chief Risk Officer (CRO) whose remuneration arrangements have been structured differently to preserve the independence of this role and to minimise any conflicts of interest in carrying out the risk control function across the organisation. The CRO’s role has a greater weighting on fixed remuneration with more limited STI leverage for individual performance and none (either positive or negative) for Group performance. LTI is delivered as unhurdled deferred share rights, with a three year time based hurdle, and is therefore not subject to meeting a relative TSR performance hurdle. 6.1 fIxED REMUNERATION The fixed remuneration amount is expressed as a total dollar amount which can be taken as cash salary, superannuation contributions and other nominated benefits. ANZ positions fixed remuneration for the CEO and Disclosed Executives against the relevant financial services market (referencing both domestic and international financial services companies) and takes into consideration role responsibilities, performance, qualifications, experience and location. The financial services market is considered the most relevant comparator as this is the main pool for sourcing talent and where key talent may be lost. 6.2 vARIABLE REMUNERATION Variable remuneration forms a significant part of the CEO’s and Disclosed Executives’ potential remuneration, providing at risk components that are designed to drive performance in the short, medium and long term. The term ‘variable remuneration’ within ANZ covers both the STI and LTI arrangements. DIRECTORS’ REPORT 33 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) 6.2.1 Short Term Incentives (STI) The STI provides an annual opportunity for an incentive award. It is assessed against Group, Divisional and individual objectives based on a balanced scorecard of measures and positive demonstration of values led behaviours. Many of the measures relate to contribution towards medium to longer term performance outcomes aligned to ANZ’s strategic objectives as well as annual goals. For the CEO and Disclosed Executives, the weighting of measures in the balanced scorecard will vary to reflect the responsibilities of each role. For example the CEOs of the Australia, New Zealand, Wealth and International and Institutional Banking divisions and also the Chief Financial Officer (CFO) have a heavier weighting on financial measures. STI ARRANGEMENTS Purpose Performance targets The STI arrangements support ANZ’s strategic objectives by providing rewards that are significantly differentiated on the basis of achievement against annual performance targets coupled with demonstration of values led behaviours. ANZ’s Employee Reward Scheme (ANZERS) structure and pool is reviewed by the HR Committee and approved by the Board. The size of the overall pool is based on an assessment of the balanced scorecard of measures of the Group. This pool is then distributed based on relative performance against a balanced scorecard of quantitative and qualitative measures. In order to focus on achieving individual, Divisional and Group performance objectives a mix of quantitative and qualitative short, medium and long term measures are assessed. Examples of these are given below and further detail is provided in Section 7.2, STI – Performance and Outcomes: } High Performing – cash profit, economic profit, return on equity and cash earnings per share; } Most Respected – senior leaders as role models, employee engagement and workforce diversity; } Well Managed – maintain strong credit rating, core funding ratio, cost to income ratio and number of outstanding internal audit items; } Best Connected – strong growth in Asia Pacific, Europe and America, with increasing cross border referrals and revenues into and out of domestic markets of Australia and New Zealand; and } Customer Driven – customer satisfaction (based on external survey outcomes). Targets are set considering prior year performance, industry standards and ANZ’s strategic objectives. Many of the measures also focus on targets which are set for the current year in the context of progress towards longer term goals. The specific targets and features relating to all these measures have not been provided in detail due to their commercial sensitivity. The validation of performance and achievements against these objectives at the end of the year, for: } the CEO involves a review and endorsement by the CRO and CFO, followed by review and endorsement by the HR Committee, with final outcomes approved by the Board; and } Disclosed Executives involves a review by the CEO, input on each individual’s risk management from the CRO and input on the financial performance of all key Divisions from the CFO. Preliminary and final review is completed by the HR Committee and final outcomes are approved by the Board. The Board reviews performance outcomes against target for each metric, combined with a judgmental assessment of the prioritisation and impact of each outcome relative to overall business performance for both the short and longer term. This method of assessment to measure performance has been adopted to ensure validation from a risk management and financial performance perspective, along with independent input and recommendation from the HR Committee to the Board for approval. Rewarding performance The 2013 target STI award level for the CEO represents one third of total target remuneration and for Disclosed Executives approximately 44% of their total target remuneration. The maximum STI opportunity for the CEO and Disclosed Executives is up to 200% of the target whereas weaker performers receive a significantly reduced or no incentive payment at all. Mandatory deferral of a portion of the STI places an increased emphasis on having a variable structure that is flexible, continues to be performance linked, has significant retention elements and aligns the interests of the CEO and Disclosed Executives to shareholders to drive continued performance over the longer term. The mandatory deferral threshold for STI payments is currently $100,000 (subject to a minimum deferral amount of $25,000) with: } the first $100,000 of STI paid in cash; } 50% of STI above $100,000 paid in cash; } 25% of STI above $100,000 deferred in ANZ equity for one year; and } 25% of STI above $100,000 deferred in ANZ equity for two years. The deferred component of bonuses paid in relation to the 2013 year is delivered as ANZ deferred shares or deferred share rights. Where deferred share rights are granted, for grants made after 1 November 2012, any portion of the award which vests may be satisfied by a cash equivalent payment rather than shares at the Board’s discretion. At the end of the deferral period, each deferred share right entitles the holder to one ordinary share. Deferred shares are ordinary shares. The deferred amounts remain at risk and are subject to clawback until the vesting date. Mandatory deferral 34 6.2.2 Long Term Incentives (LTI) The LTI provides an annual opportunity for an equity award deferred for three years that aligns a significant portion of overall remuneration to shareholder value over the longer term. LTI awards remain at risk and subject to clawback until vesting and must meet or exceed a relative TSR performance hurdle. The HR Committee will determine the appropriate quantum of awards to be allocated by reference to the performance achieved in the financial year to which the awards relate. A grant is then made after the end of the year to which it relates. Awards granted in November/December 2012 are subject to a TSR performance condition relative to one comparator group only and are described below. LTI ARRANGEMENTS (granted during the year to 30 September 2013) Type of equity awarded LTI is delivered to the CEO and Disclosed Executives as 100% performance rights. A performance right is a right to acquire a share at nil cost, subject to meeting time and performance hurdles. Upon exercise, each performance right entitles the CEO and Disclosed Executives to one ordinary share. The future value of the grant may range from zero to an undefined amount depending on performance against the hurdle and the share price at the time of exercise. For grants made after 1 November 2012, any portion of the award which vests may be satisfied by a cash equivalent payment rather than shares at the Board’s discretion. Time restrictions Performance rights awarded to the CEO and Disclosed Executives will be tested against the performance hurdle at the end of three years. A three year performance period provides a reasonable period to align reward with shareholder return and also acts as a vehicle to retain the CEO and Disclosed Executives. If the performance rights do not achieve the required performance hurdle they are forfeited at that time. Performance hurdle The performance rights are designed to reward the CEO and Disclosed Executives if the Group’s TSR is at or above the Vesting schedule Comparator group Size of LTI grants median TSR of a group of peer companies over a three year period. TSR represents the change in the value of a share plus the value of reinvested dividends paid. TSR was chosen as the most appropriate comparative measure as it focuses on the delivery of shareholder value and is a well understood and tested mechanism to measure performance. The performance rights granted to the Disclosed Executives and CEO in November/December 2012 have a single comparator group outlined below. The proportion of performance rights that become exercisable will depend upon the TSR achieved by ANZ relative to the companies in the comparator group at the end of the three year period. An averaging calculation is used for TSR over a 90 day period for start and end values in order to reduce the impact of share price volatility. To ensure an independent TSR measurement, ANZ engages the services of an external organisation (Mercer (Australia) Pty Ltd) to calculate ANZ’s performance against the TSR hurdle. The level of performance required for each level of vesting, and the percentage of vesting associated with each level of performance, are set out below. The performance rights lapse if the performance condition is not met. There is no re-testing. If the TSR of ANZ: The percentage of performance rights which will vest is: Does not reach the 50th percentile of the TSR of the Comparator Group 0% Reaches or exceeds the 50th percentile of the TSR of the Comparator Group but does not reach the 75th percentile 50%, plus 2% for every one percentile increase above the 50th percentile Reaches or exceeds the 75th percentile of the TSR Comparator Group 100% The ANZ comparator group currently consists of the following nine companies: } AMP Limited } ASX Limited } Commonwealth Bank of Australia Limited } Insurance Australia Group Limited } Macquarie Group Limited } National Australia Bank Limited } QBE Insurance Group Limited } Suncorp-Metway Limited } Westpac Banking Corporation These companies represent domestic financial services companies and were considered by the Board as the most appropriate comparator for ANZ at the time of the grant. Refer to Section 8.2, Chief Executive Officer (CEO), for details on the CEO’s LTI arrangements. The size of individual LTI grants for Disclosed Executives is determined by reference to market practice, ANZ’s target remuneration structure for the role, their performance and the assessed potential of the Disclosed Executive. Disclosed Executives are advised of the dollar value of their LTI grant, which is then converted into a number of performance rights based on an independent valuation. Refer to Section 9.1, Equity Valuations for further details on the valuation approach and inputs. DIRECTORS’ REPORT 35 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) LTI ARRANGEMENTS (to be granted after 1 October 2013) LTI awards which will be granted in November/December 2013 will be divided into two equal tranches and vest based on the Company’s relative TSR against two different comparator groups over the performance period. One tranche will be measured against the existing select financial services comparator group. The second tranche will be measured against a comparator group comprising companies making up the S&P/ASX 50 Index as at 22 November 2013. Each tranche will be measured independently from the other so an allocation may vest against one comparator group but not the other. LTI ARRANGEMENTS fOR THE CRO Deferred share rights The CRO is the only Disclosed Executive to receive LTI deferred share rights, rather than performance rights. Deferred share rights are subject to a time-based vesting hurdle of three years, during which time they are held in trust. The value used to determine the number of LTI deferred share rights to be allocated is based on an independent valuation, as detailed in Section 9.1, Equity Valuations. For grants made after 1 November 2012, any portion of the award which vests may be satisfied by a cash equivalent payment rather than shares at the Board’s discretion. 6.3 OTHER REMUNERATION ELEMENTS Clawback The Board has on-going and absolute discretion to adjust performance-based components of remuneration (including previously deferred equity or cash) downwards, or to zero, at any time, including after the grant of such remuneration, where the Board considers such an adjustment is necessary to protect the financial soundness of ANZ or to meet unexpected or unknown regulatory requirements, or if the Board subsequently considers that having regard to information which has come to light after the grant of deferred equity/cash, the deferred equity/cash was not justified. Prior to any scheduled release of deferred equity/cash, the Board considers whether any downward adjustment should be made. Hedging and Margin Lending Prohibition As specified in the Trading in ANZ Securities Policy and in accordance with the Corporations Act 2001, equity allocated under ANZ incentive schemes must remain at risk until fully vested (in the case of deferred shares) or exercisable (in the case of options, deferred share rights or performance rights). As such, it is a condition of grant that no schemes are entered into, by an individual or their associated persons, that specifically protects the unvested value of shares, options, deferred share rights or performance rights allocated. Doing so would constitute a breach of the grant conditions and would result in the forfeiture of the relevant shares, options, deferred share rights or performance rights. ANZ also prohibits the CEO and Disclosed Executives from providing ANZ securities in connection with a margin loan or similar financing arrangements which may be subject to a margin call or loan to value ratio breach. To monitor adherence to this policy, ANZ’s CEO and Disclosed Executives are required to sign an annual declaration stating that they and their associated persons have not entered into (and are not currently involved in) any schemes to protect the value of their interests in any ANZ securities. Based on the 2013 declarations, ANZ can advise that the CEO and Disclosed Executives are fully compliant with this policy. Shareholding Guidelines The CEO and Disclosed Executives are expected to accumulate ANZ shares over a five year period, to the value of 200% of their fixed remuneration and to maintain this shareholding while an executive of ANZ. Shareholdings for this purpose include all vested and allocated (but unvested) equity which is not subject to performance hurdles. The CEO and all Disclosed Executives have met or, if less than five years tenure, are on track to meet their minimum shareholding guidelines requirement. Cessation of Employment Provisions The provisions that apply for STI and LTI awards in the case of cessation of employment are detailed in Sections 8.2, Chief Executive Officer (CEO) and 8.3, Disclosed Executives. Conditions of Grant The conditions under which STI (deferred shares and deferred share rights) and LTI (performance rights and deferred share rights) are granted are approved by the Board in accordance with the rules of the ANZ Employee Share Acquisition Plan and/or the ANZ Share Option Plan. 36 7. Linking Remuneration to Balanced Scorecard Performance 7.1 ANZ PERfORMANCE TABLE 2: ANZ’S fINANCIAL PERfORMANCE 2009 – 2013 Statutory profit ($m) Cash/Underlying profit1 (unaudited) Cash/Underlying return on equity (ROE) (%) Cash/Underlying earnings per share (EPS) Share price at 30 September ($)2 Total dividend (cents per share) Total shareholder return (12 month %) Average STI as a % of target3 2009 2,943 3,772 13.3% 168.3 24.39 102 40.3 106% 2010 4,501 5,025 15.5% 198.7 23.68 126 1.9 137% 2011 5,355 5,652 16.2% 218.4 19.52 140 (12.6) 110% 2012 5,661 5,830 15.1% 218.5 24.75 145 35.4 117% 2013 6,272 6,498 15.3% 238.5 30.78 164 31.5 133% 1 From 1 October 2012, the Group has used Cash profit as a measure of the result of the ongoing business activities of the Group enabling shareholders to assess Group and divisional performance against prior periods and against peer institutions. For 2013 and 2012 statutory profit has been adjusted for non-core items to arrive at Cash profit. For 2009 - 2011 statutory profit has been adjusted for non-core items to arrive at Underlying profit, which like Cash profit is a measure of the ongoing business performance of the Group but used somewhat different criteria for the adjusting items. Neither Cash profit nor Underlying profit are audited; however, the external auditor has informed the Audit Committee that the Cash/Underlying profit adjustments have been determined on a consistent basis across the respective periods presented. 2 The opening share price at 1 October 2008 was $19.00. 3 The average STI payments for each year are based on those executives (including the CEO) disclosed in each relevant reporting period. Figure 4 compares ANZ’s TSR performance against the median TSR and upper quartile TSR of the LTI select financial services comparator group and the S&P/ASX 200 Banks Accumulation Index (Fin Index) over the 2009 to 2013 measurement period. ANZ’s TSR performance has well exceeded the upper quartile TSR of the LTI comparator group over the five year period to 30 September 2013. fIGURE 4: ANZ 5-YEAR CUMULATIvE TOTAL SHAREHOLDER RETURN PERfORMANCE e g a t n e c r e P 250.0% 230.0% 210.0% 190.0% 170.0% 150.0% 130.0% 110.0% 90.0% 70.0% 50.0% 8 0 p e S 9 0 r a M 9 0 p e S 0 1 r a M 0 1 p e S 1 1 r a M 1 1 p e S 2 1 r a M 2 1 p e S 3 1 r a M 3 1 p e S Performance period ANZ TSR Fin Index TSR Upper Quartile TSR Median TSR DIRECTORS’ REPORT 37 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) 7.2 STI – PERfORMANCE AND OUTCOMES ANZ uses a balanced scorecard to measure performance in relation to the Group’s main incentive programs. The scorecard provides a framework whereby a combination of measures can be applied to ensure a broader long term strategic focus on driving shareholder value as well as a focus on annual priorities. The HR Committee considers a balanced scorecard that is aligned to the Group’s long term strategic intent under the themes of High Performing, Most Respected, Well Managed, Best Connected and Customer Driven, with each of the five categories having broadly equal weighting. The Board has assessed ANZ’s overall 2013 performance as on or slightly above target for each category within the balanced scorecard of measures. The Board has given full consideration to the performance of the Group and the Disclosed Executives in determining their rewards. Overall spend approved by the Board for the main short term incentive pool was below target levels with a range of underlying outcomes for individuals, in line with ANZ’s objectives of differentiating reward based on performance. The following provides examples of some of the key measures within each category of the balanced scorecard of measures used in 2013 for assessing performance for the purpose of determining short term incentive pools. Category Measure Outcome High Performing Slightly Above Target: ANZ aims to outperform peers both in terms of financial strength and earnings performance. Cash profit A record cash profit after tax of $6,498 million up 11% on 2012. Economic profit Economic profit1 of $2,701 million, up 14%. Both cash profit and statutory profit were up 11% on 2012. Return on equity Cash ROE of 15.3%, up 20 bps on the prior year as a result of a higher cash profit and effective capital management. Cash earnings per share (EPS) Cash EPS of 238.5 cents has improved 9% from 2012. Most Respected On Target: Senior leaders as role models The overall assessment of Senior Leaders as role models improved from 67% to 71% this year bringing it higher than the Financial Services norm. Employee engagement An engaged workforce is regarded as an important driver of sustainable long term performance. Despite continuing challenging business conditions and significant bank-wide changes over the year, employee engagement has improved to 72% in 2013. Workforce diversity Workforce diversity is core to delivering on our super regional strategy. Management roles filled by women remain steady year on year. ANZ is continually focused on increasing the diversity of its workforce. Well Managed On Target: Maintain strong credit rating The maintenance of a strong credit rating is fundamental to the ongoing stability of the Group and there have been no changes to the Group’s credit ratings during the year. Core funding ratio (CFR) CFR of 93%, improved from 89% in the prior year. Cost to income ratio Significant productivity improvement in 2013 with the cost to income ratio reducing 130 bps (excluding VISA sales proceeds, NZ Simplification costs and software impairment charges in 2012) on the back of tight cost management. Number of outstanding internal audit items ANZ Global Internal Audit conducts an ongoing and rigorous review process to identify weaknesses in procedures and compliance with policies. In 2013 there was an historically low number of outstanding items. 38 Category Measure Best Connected Outcome On Target: Growth in Asia Pacific, Europe and America ANZ aspires to be the most respected bank in the Asia Pacific region using super regional connectivity to better meet the needs of customers which are increasingly linked to regional capital, trade and wealth flows. One important measure of the success of the super regional strategy is the growth in total Network revenues (revenue arising from having a meaningful business in Asia Pacific, Europe and America regardless of whether the revenue is subsequently booked within the region or in Australia or New Zealand). APEA Network revenues remained stable at 21% of Group revenue in 2013. This continues to differentiate ANZ from its Australian peer group. Customer Driven On Target: Customer satisfaction (based on external survey outcomes) ANZ tracks customer satisfaction across its businesses as part of a group of indicators of longer term performance trends. ANZ aims to achieve top quartile customer satisfaction scores in each business based on external surveys. In 2013 customer satisfaction in Australia, across Retail and Corporate and Commercial segments has improved significantly on prior year. However, customer satisfaction in New Zealand has declined slightly as a result of NZ Simplification but market share has been retained. 1 Economic profit is an unaudited risk adjusted profit measure determined by adjusting cash profit for economic credit costs, the benefit of imputation credits and the cost of capital. 7.3 LTI – PERfORMANCE AND vESTING Performance rights previously granted to the CEO and Disclosed Executives which reached their third anniversary were tested in November/ December 2012. ANZ’s relative TSR exceeded the 75th percentile of the comparator group over the three year period and therefore the rights vested in full. The performance rights granted in November/December 2010 will be tested at their third anniversary in November/December 2013 to determine the vesting outcome. 8. 2013 Remuneration 8.1 NON-ExECUTIvE DIRECTORS (NEDS) Principles underpinning the remuneration policy for NEDs. Principle Comment Aggregate Board and Committee fees are within the maximum annual aggregate limit approved by shareholders The current aggregate fee pool for NEDs of $4 million was approved by shareholders at the 2012 Annual General Meeting. The annual total of NEDs’ fees, including superannuation contributions, is within this agreed limit. Retirement benefits accrued as at September 2005 are not included within this limit. Fees are set by reference to key considerations Board and Committee fees are set by reference to a number of relevant considerations including: } general industry practice and best principles of corporate governance; } the responsibilities and risks attached to the role of NEDs; } the time commitment expected of NEDs on Group and Company matters; and } reference to fees paid to NEDs of comparable companies. ANZ compares NED fees to a comparator group of Australian listed companies with a similar size market capitalisation, with particular focus on the major financial services institutions. This is considered an appropriate group, given similarity in size, nature of work and time commitment required by NEDs. The remuneration structure preserves independence whilst aligning interests of NEDs and shareholders So that independence and impartiality is maintained, fees are not linked to the performance of the Company and NEDs are not eligible to participate in any of the Group’s incentive arrangements. DIRECTORS’ REPORT 39 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) Components of NED Remuneration NEDs receive a fee for being a Director of the Board, and additional fees for either chairing or being a member of a Board Committee. The Chairman of the Board does not receive additional fees for service on a Board Committee. The Board agreed not to increase the individual NED fees for 2013. For details of remuneration paid to NEDs for the years 2012 and 2013, refer to Table 3. Elements Details Board/Committee fees per annum – 2013 Board Chairman Fee Board NED Base Fee $775,000 $210,000 Post-employment Benefits Committee fees Committee Chair Committee Member Audit Governance Human Resources Risk Technology $65,000 $35,000 $55,000 $57,000 $35,000 $32,500 $15,000 $25,000 $30,000 $15,000 Superannuation contributions are made in accordance with the current Superannuation Guarantee legislation (but only up to the Government’s prescribed maximum contributions limit) which satisfies the Company’s statutory superannuation contributions. Contributions are not included in the base fee. The ANZ Directors’ Retirement Scheme was closed effective 30 September 2005. Accrued entitlements relating to the ANZ Directors’ Retirement Scheme were fixed at 30 September 2005 and NEDs had the option to convert these entitlements into ANZ shares. Such entitlements, either in ANZ shares or cash, have been carried forward or will be transferred to the NED when they retire from the ANZ Board (including interest accrued at the 30 day bank bill rate for cash entitlements). The accrued entitlements for current NEDs fixed under the ANZ Directors’ Retirement Scheme as at 30 September 2005 were as follows: } G Clark } D Meiklejohn } J Morschel $83,197 $64,781 $60,459 Shareholdings of NEDs The movement in shareholdings during the reporting period (held directly, indirectly and by related parties) is provided in the Financial Statements – note 46. The NED shareholding guidelines require NEDs to accumulate shares, over a five year period from appointment, to the value of 100% (200% for the Chairman) of the base annual NED fee and to maintain this shareholding while a Director of ANZ. NEDs have agreed that where their holding is below this guideline they will direct a minimum of 25% of their fees each year toward achieving this shareholding. All NEDs have met or, if appointed within the last five years, are on track to meet their minimum shareholding guidelines requirement. 40 NED Statutory Remuneration Disclosure Remuneration details of NEDs for 2012 and 2013 are set out in Table 3. There was no increase in NED fees throughout the year. Overall, there is an increase in total NED remuneration year on year due to the commencement of Ms Dwyer in April 2012, the commencement of Mr Liebelt in July 2013 and the prescribed increase in Superannuation Guarantee Contributions. TABLE 3: NED REMUNERATION fOR 2013 AND 2012 Short-Term NED Benefits Post-Employment Non-Executive Directors (NEDs) financial Year fees1 $ J Morschel4 G Clark P Dwyer5 P Hay H Lee G Liebelt5 I Macfarlane D Meiklejohn4 A watkins Total of all Non-Executive Directors 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2013 2012 2013 2012 2013 2012 2013 2012 775,000 775,000 300,000 300,000 297,500 136,250 302,500 302,500 280,000 280,000 70,000 314,500 314,500 320,000 320,000 312,500 312,500 2,972,000 2,740,750 Non monetary benefits $ 5,336 – – – – – – – – – – – – 1,485 1,322 – – 6,821 1,322 Super contributions $ 16,796 15,949 16,796 15,949 16,796 8,061 16,796 15,949 16,796 15,949 4,444 16,796 15,949 16,796 15,949 16,796 15,949 remuneration2,3 Total $ 797,132 790,949 316,796 315,949 314,296 144,311 319,296 318,449 296,796 295,949 74,444 331,296 330,449 338,281 337,271 329,296 328,449 138,812 119,704 3,117,633 2,861,776 1 Fees are the sum of Board fees and Committee fees, as included in the Annual Report. 2 Long-term benefits and share-based payments are not applicable for the Non-Executive Directors. There were no termination benefits for the Non-Executive Directors in either 2012 or 2013. 3 Amounts disclosed for remuneration of Directors exclude insurance premiums paid by the Group in respect of Directors’ and officers’ liability insurance contracts. The total premium, which cannot be disclosed because of confidentiality requirements, has not been allocated to the individuals covered by the insurance policy as, based on all available information, the Directors believe that no reasonable basis for such allocation exists. 4 For J Morschel, non monetary benefits relate to car parking. For D Meiklejohn, non monetary benefits relate to the provision of office space. 5 P Dwyer commenced as a Non-Executive Director on 1 April 2012 so 2012 remuneration reflects amounts received for the partial service for the 2012 year. G Liebelt commenced as a Non-Executive Director on 1 July 2013 so 2013 remuneration reflects amounts received for the partial service for the 2013 year. 8.2 CHIEf ExECUTIvE OffICER (CEO) Actual remuneration provided to the CEO in 2013 is detailed below, with remuneration tables provided in Section 8.4, Remuneration Tables – CEO and Disclosed Executives. fixed pay: The CEO’s fixed remuneration remained unchanged at $3.15 million (with his only increase since commencement being three years ago, effective 1 October 2010). Short Term Incentive (STI): The CEO has a target STI opportunity of $3.15 million. The actual amount paid can increase or decrease from this number dependent on his performance as CEO and the performance of the organisation as a whole. Specifically, if, in the Board’s view the CEO has performed above/below his targets, the Board may exercise its discretion to increase/decrease the STI beyond his target payment. The Board approved the CEO’s 2013 balanced scorecard objectives at the start of the year and then assessed his performance against these objectives at the end of the year. The CEO’s STI payment for 2013 was then determined having regard to his delivery against these objectives including ANZ’s productivity performance and focus on capital efficiency, his demonstration of values led behaviours, as well as progress achieved in relation to ANZ’s long term strategic goals. The STI payment for 2013 will be $4.0 million with $2.05 million paid in cash and the balance ($1.95 million) awarded as deferred shares, half deferred for one year and half for two years. Unvested deferred shares will be forfeited if the CEO resigns. Unvested deferred shares will be retained and released at the vesting date where the CEO is terminated with notice or where cessation of employment is by mutual agreement, unless the Board determines otherwise. DIRECTORS’ REPORT 41 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) Long Term Incentive (LTI): Three tranches of performance rights were granted to the CEO in December 2007, covering his first three years in the role. All three tranches have now vested. The third tranche was tested on 18 December 2012 and as a result of the testing 100% (260,642) of the performance rights vested. There is no re-testing of these grants. At the 2012 Annual General Meeting shareholders approved an LTI grant to the CEO equivalent to 100% of his 2012 fixed pay, being $3.15 million. This equated to 328,810 performance rights being granted, at an allocation value of $9.58 per right, deferred for three years and subject to testing against a TSR hurdle relative to a comparator group of selected financial services companies. For 2013, it is proposed to grant $3.15 million (100% of fixed pay) LTI, subject to shareholder approval at the 2013 Annual General Meeting, to be delivered as performance rights split into two equal tranches, each subject to a relative TSR performance hurdle, as outlined in Section 6.2.2. The TSR hurdles will be subject to testing after three years, i.e. November 2016. The performance rights will be forfeited if the CEO resigns before they have vested and/or been exercised. The performance rights will be retained and will vest and become exercisable, subject to the relevant time and performance conditions being satisfied, where the CEO is terminated with notice or where cessation of employment is by mutual agreement. CEO Equity Details of deferred shares, options and performance rights granted to the CEO during the 2013 year and in prior years which vested, were exercised/sold or which lapsed/were forfeited during the 2013 year are set out in Table 4 below. TABLE 4: CEO EqUITY GRANTED, vESTED, ExERCISED /SOLD AND LAPSED/fORfEITED vested Lapsed/forfeited Exercised/Sold Name Type of equity Number granted1 Grant date first date exercisable Date of expiry Number % value2 $ Number % value2 $ Number % vested and exercisable as at 30 Sep 2013 value2 $ Unexer -cisable as at 30 Sep 2013 CEO M Smith 47,448 STI deferred shares 36,730 STI deferred shares STI deferred shares3 36,334 STI deferred shares3 36,334 LTI performance rights4 260,642 LTI performance rights5 328,810 – 12-Nov-10 12-Nov-12 – 14-Nov-11 14-Nov-12 – 12-Nov-12 12-Nov-13 12-Nov-12 12-Nov-14 – 19-Dec-07 19-Dec-12 18-Dec-13 19-Dec-12 19-Dec-15 19-Dec-17 47,448 100 1,165,683 888,859 36,730 100 – – – – – – 260,642 100 6,419,352 – – – – – – – – – – – – – – – – – – – – – (47,448) (36,730) – – (260,642) – 100 1,174,888 909,494 100 – – – – 100 6,453,913 – – – – – – – – – – 36,334 36,334 – 328,810 1 The maximum value at the time of the grant is determined by multiplying the number granted by the fair value of the equity instruments. (Refer to Table 8: Equity Valution Inputs – Options/Rights for the fair value of rights at grant and Table 9: Equity Valuation Inputs – Deferred shares for the fair value of shares at grant.) The minimum value of the grants, if the applicable conditions are not met at vesting date, is nil. Options/rights granted include those granted as remuneration to the CEO. No options/rights have been granted since the end of 2013 up to the signing of the Director’s Report on 8 November 2013. 2 The value of shares and/or performance rights is based on the one day VWAP of the Company’s shares traded on the ASX on the date of vesting, lapsing/forfeiture or exercising/sale, multiplied by the number of shares and/or performance rights. 3 The CEO had a proportion of his STI amount deferred as equity. The Board determined the deferred amount for the CEO. Refer to Table 9 for details of the valuation methodology, inputs and fair value. 4 LTI performance rights granted 19 December 2007 were exercised on 20 December 2012. One day VWAP on date of exercise was $24.7616. The exercise price was $0.00. 5 The 2012 LTI grant for the CEO was delivered as performance rights. Refer to the section on CEO LTI for further details of the LTI grant and Table 8 for details of the valuation, inputs and fair value. The movement during the reporting period in shareholdings, options and performance rights of the CEO (held directly, indirectly and by related parties) is provided in the Financial Statements – note 46. CEO’s Contract Terms The following sets out details of the contract terms relating to the CEO. The contract terms are in line with industry practice (based on external advice on Australian and international peer company benchmarks) and ASX Corporate Governance Principles. Length of contract Mr Smith commenced as CEO and Executive Director of ANZ on 1 October 2007 and is on a permanent contract, which is an ongoing employment contract until notice is given by either party. Notice periods Mr Smith or ANZ may terminate the employment agreement by providing 12 months’ written notice. Resignation On resignation, all unvested STI deferred shares and all unexercised performance rights (or cash equivalent) will be forfeited. Termination on notice by ANZ ANZ may terminate Mr Smith’s employment by providing 12 months’ written notice or payment in lieu of the notice period based on fixed remuneration. On termination on notice by ANZ all unvested STI deferred shares will be released at the original vesting date unless the Board determines otherwise; all performance rights (or cash equivalent) which have vested or vest during the notice period will be retained and become exercisable; all performance rights (or cash equivalent) which have not yet vested will be retained and will vest and become exercisable subject to the relevant time and performance hurdles being satisfied. 42 Death or total and permanent disablement On death or total and permanent disablement, all unvested STI deferred shares and all performance rights (or cash equivalent) will vest. Change of control In the event of takeover, scheme of arrangement or other change of control event occurring, the performance condition applying to the performance rights will be tested and the performance rights will vest based on the extent the performance condition is satisfied. No pro-rata reduction in vesting will occur based on the period of time from the date of grant to the date of the change of control event occurring, and vesting will only be determined by the extent to which the performance condition is satisfied. Any performance rights which vest based on satisfaction of the performance condition will vest at a time (being no later than the final date on which the change of control event will occur) determined by the Board. Any performance rights which do not vest will lapse with effect from the date of the change of control event occurring, unless the Board determines otherwise. Any unvested STI deferred shares will vest at a time (being no later than the final date on which the change of control event will occur) determined by the Board. Termination for serious misconduct ANZ may immediately terminate Mr Smith’s employment at any time in the case of serious misconduct, and Mr Smith will only be entitled to payment of fixed remuneration up to the date of termination. On termination without notice by ANZ in the event of serious misconduct all STI deferred shares remaining in trust and performance rights (or cash equivalent) will be forfeited. Statutory Entitlements Payment of statutory entitlements of long service leave and annual leave applies in all events of separation. 8.3 DISCLOSED ExECUTIvES Actual remuneration provided to the Disclosed Executives in 2013 is summarised below, with remuneration tables provided in Section 8.4, Remuneration Tables – CEO and Disclosed Executives. fixed pay: During 2013, fixed pay for Disclosed Executives remained unchanged. The annual review of ANZ’s fixed remuneration levels for Disclosed Executives identified they were generally competitively positioned within the market and there were no increases to fixed pay. Short Term Incentive (STI): All incentives actually paid in the 2013 financial year related to performance from the 2012 financial year, and all deferred components are subject to the Board’s discretion to reduce or adjust to zero before vesting. For the 2013 year, the Board took into consideration overall Company performance against the balanced scorecard of measures, along with individual performance against set objectives. Overall, the total amount of STI payments to Disclosed Executives for the 2013 year (which are paid in the 2014 financial year) has increased from 2012, reflecting the improvement in company performance, the focus on productivity and capital efficiency, and progress towards the achievement of longer term targets, demonstrating the link between performance and variable reward outcomes. The range in payments to individuals was broad, ranging from on target to well above target. Long Term Incentive (LTI): LTI performance rights granted to Disclosed Executives during the 2013 financial year were allocated in November 2012. Subject to meeting the relative TSR performance hurdle, these performance rights will vest in November 2015. For awards to be allocated in November/December 2013, the Board elected to grant LTI awards to Disclosed Executives at or above target, reflecting the importance of focusing Disclosed Executives on the achievement of longer term strategic objectives and alignment with shareholders interests, and recognising the capabilities of these individuals and the need to retain their expertise over the longer term. Disclosed Executives Equity Details of deferred shares, options and performance rights granted to the Disclosed Executives during the 2013 year and granted to the Disclosed Executives in prior years which vested, were exercised/sold or which lapsed/were forfeited during the 2013 year are set out in Table 5. The movement in shareholdings, options and performance rights of the Disclosed Executives (held directly, indirectly and by related parties) during the reporting period is provided in the Financial Statements – note 46. DIRECTORS’ REPORT 43 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) TABLE 5: DISCLOSED ExECUTIvES EqUITY GRANTED, vESTED, ExERCISED /SOLD AND LAPSED/fORfEITED vested Lapsed/forfeited Exercised/Sold vested and exercisable as at 30 Sep 2013 value2 $ Name Type of equity Number granted1 Grant date first date exercisable Date of expiry Number % value2 $ Number % value2 $ Number % S Elliott4 Current Disclosed Executives P Chronican3STI deferred shares STI deferred shares STI deferred shares10 STI deferred shares10 LTI performance rights LTI performance rights11 STI deferred shares STI deferred shares STI deferred shares10 STI deferred shares10 STI deferred options STI deferred options STI deferred options STI deferred options LTI performance rights LTI performance rights11 - STI deferred share rights STI deferred share rights STI deferred share rights10 STI deferred share rights10 LTI performance rights LTI performance rights11 A Géczy5 D Hisco6 G Hodges7 STI deferred shares STI deferred shares STI deferred shares10 STI deferred shares10 STI deferred share rights LTI performance rights LTI performance rights11 STI deferred shares STI deferred shares STI deferred shares STI deferred shares10 STI deferred shares10 LTI performance rights LTI performance rights11 J Phillips8 N Williams STI deferred shares STI deferred shares STI deferred shares10 STI deferred shares10 LTI deferred shares LTI deferred share rights11 former Disclosed Executives A Thursby9 Other deferred shares Other deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares10 STI deferred shares10 STI deferred options STI deferred options – – – – 12,652 12-Nov-10 12-Nov-12 – 16,588 14-Nov-11 14-Nov-12 – 15,139 12-Nov-12 12-Nov-13 15,139 12-Nov-12 12-Nov-14 – 57,726 24-Dec-09 24-Dec-12 23-Dec-14 63,976 12-Nov-12 12-Nov-15 12-Nov-17 – 12,125 12-Nov-10 12-Nov-12 – 9,573 14-Nov-11 14-Nov-12 – 20,186 12-Nov-12 12-Nov-13 – 20,185 12-Nov-12 12-Nov-14 5,307 13-Nov-09 13-Nov-10 12-Nov-14 5,307 13-Nov-09 13-Nov-11 12-Nov-14 69,238 12-Nov-10 12-Nov-11 11-Nov-15 69,238 12-Nov-10 12-Nov-12 11-Nov-15 41,084 13-Nov-09 13-Nov-12 12-Nov-14 118,110 12-Nov-12 12-Nov-15 12-Nov-17 – 8,903 12-Nov-10 12-Nov-12 11-Nov-15 19,072 14-Nov-11 14-Nov-12 14-Nov-14 17,338 12-Nov-12 12-Nov-13 12-Nov-15 18,382 12-Nov-12 12-Nov-14 12-Nov-16 32,867 13-Nov-09 13-Nov-12 12-Nov-14 49,212 12-Nov-12 12-Nov-15 12-Nov-17 – – – – 5,663 31-Oct-08 31-Oct-10 30-Oct-13 41,084 13-Nov-09 13-Nov-12 12-Nov-14 49,212 12-Nov-12 12-Nov-15 12-Nov-17 – 9,911 12-Nov-10 12-Nov-11 – 9,911 12-Nov-10 12-Nov-12 – 9,005 14-Nov-11 14-Nov-12 – 11,102 12-Nov-12 12-Nov-13 11,102 12-Nov-12 12-Nov-14 – 36,976 13-Nov-09 13-Nov-12 12-Nov-14 49,212 12-Nov-12 12-Nov-15 12-Nov-17 – 16,343 12-Nov-10 12-Nov-12 – 13,626 14-Nov-11 14-Nov-12 – 11,607 12-Nov-12 12-Nov-13 – 11,606 12-Nov-12 12-Nov-14 – 21,929 13-Nov-09 13-Nov-12 29,225 12-Nov-12 12-Nov-15 12-Nov-17 9,911 12-Nov-10 12-Nov-12 11,848 14-Nov-11 14-Nov-12 11,102 12-Nov-12 12-Nov-13 11,102 12-Nov-12 12-Nov-14 – – – – – – – 12,652 100 310,829 16,588 100 401,426 – – – – 57,726 100 1,440,697 – – 12,125 100 297,882 9,573 100 231,665 – – – – – – – – – – – – – – – 69,238 100 59,379 41,084 100 995,424 – – – – 8,903 100 218,725 19,072 100 461,539 – – – – 32,867 100 796,335 – – 9,911 100 243,489 11,848 100 286,719 – – – – – – 41,084 100 995,424 – – – – 9,911 100 243,489 9,005 100 217,919 – – – – 36,976 100 895,892 – – 16,343 100 401,508 13,626 100 329,746 – – – – 21,929 100 531,318 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 34,602 03-Sep-07 03-Sep-10 – 43,610 22-Sep-09 22-Sep-12 – 12,369 31-Oct-08 31-Oct-09 – 12,369 31-Oct-08 31-Oct-10 – 26,316 13-Nov-09 13-Nov-10 – 24,251 12-Nov-10 12-Nov-12 – 16,588 14-Nov-11 14-Nov-12 – 16,587 14-Nov-11 14-Nov-13 – 20,186 12-Nov-12 12-Nov-13 20,185 12-Nov-12 12-Nov-14 – 82,255 31-Oct-08 31-Oct-09 30-Oct-13 82,254 31-Oct-08 31-Oct-10 30-Oct-13 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 24,251 100 595,789 16,588 100 401,426 – – – – – – – – – – – – – (16,587) 100 469,883 – (20,186) 100 571,837 – (20,185) 100 571,809 – – – – – – – – – – – – – 310,829 (12,652) 100 401,426 (16,588) 100 – – – – – – (57,726) 100 1,440,697 – – – 291,133 (12,125) 100 229,857 (9,573) 100 – – – – – – 46,259 (5,307) 100 46,259 (5,307) 100 540,513 (69,238) 100 540,513 (69,238) 100 995,424 (41,084) 100 – – – – – – 218,725 (8,903) 100 461,539 (19,072) 100 – – – – – – 796,335 (32,867) 100 – – – – – – – – – – – – – – – 173,404 (5,663) 100 995,424 (41,084) 100 – – – 233,762 (9,911) 100 233,762 (9,911) 100 212,393 (9,005) 100 – – – – – – 895,892 (36,976) 100 – – – 395,975 (16,343) 100 329,746 (13,626) 100 – – – – – – 531,318 (21,929) 100 – – – (34,602) 100 1,098,686 (43,610) 100 1,110,088 392,742 (12,369) 100 392,742 (12,369) 100 637,610 (26,316) 100 587,577 (24,251) 100 401,426 (16,588) 100 – – – – – – – – – 662,079 (82,255) 100 911,260 (82,254) 100 LTI performance rights 45,193 13-Nov-09 13-Nov-12 12-Nov-14 45,193 100 1,094,981 – – – (45,193) 100 1,094,981 LTI performance rights 45,986 12-Nov-10 12-Nov-13 11-Nov-15 LTI performance rights LTI performance rights11 77,519 14-Nov-11 14-Nov-14 14-Nov-16 118,110 12-Nov-12 12-Nov-15 12-Nov-17 – – – – – – – (45,986) 100 1,302,710 – (77,519) 100 2,195,989 – (118,110) 100 3,345,867 – – – – – – – – – 44 – – – – – – – – – – – – – – – – – – – – – – – 9,911 11,848 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – Unexer -cisable as at 30 Sep 2013 – – 15,139 15,139 – 63,976 – – 20,186 20,185 – – – – – 118,110 – – – 17,338 18,382 – 49,212 – – 11,102 11,102 – – 49,212 – – – 11,102 11,102 – 49,212 – – 11,607 11,606 – 29,225 – – – – – – – – – – – – – – – – 1 The maximum value at the time of the grant is determined by multiplying the number granted by the fair value of the equity instruments. (Refer to Table 8: Equity Valuation Inputs – Options/ Rights for the fair value of rights at grant and Table 9: Equity Valuation Inputs – Deferred shares for the fair value of shares at grant). The minimum value of the grants, if the applicable conditions are not met at vesting date, is nil. Options/rights granted include those granted as remuneration to the five highest paid executives, inclusive of Disclosed Executives or any other Group and Company executives who participate in making decisions that affect the whole, or a substantial part, of the business of the Company or who have the capacity to significantly affect the Company’s financial standing. No options/rights have been granted since the end of 2013 up to the signing of the Director’s Report on 8 November 2013. 2 The value of shares and/or share rights and/or performance rights is based on the one day VWAP of the Company’s shares traded on the ASX on the date of vesting, lapsing or exercising, multiplied by the number of shares and/or share rights and/or performance rights. The value of options is based on the difference between the one day VWAP and the exercise price, multiplied by the number of options. 3 P Chronican – LTI performance rights granted 24 December 2009 were exercised on 24 December 2012. One day VWAP on date of exercise was $24.9575. The exercise price was $0.00. 4 S Elliott – STI deferred options granted 13 November 2009 were exercised 2 May 2013. One day VWAP on date of exercise was $31.5166. The exercise price was $22.80. STI deferred options granted 12 November 2010 were also exercised 2 May 2013. The exercise price was $23.71. LTI performance rights granted 13 November 2009 were exercised 13 November 2012. One day VWAP on date of exercise was $24.2290. The exercise price was $0.00. 5 A Géczy – A Géczy commenced in role 16 September 2013. No equity transactions were applicable for the period. 6 D Hisco – STI deferred share rights granted 12 November 2010 were exercised on 12 November 2012. One day VWAP on date of exercise was $24.5676. The exercise price was $0.00. STI deferred share rights granted 14 November 2011 were exercised on 14 November 2012. One day VWAP on date of exercise was $24.1998. The exercise price was $0.00. LTI performance rights granted 13 November 2009 were exercised 13 November 2012. One day VWAP on date of exercise was $24.2290. The exercise price was $0.00. 7 G Hodges – STI deferred share rights granted 31 October 2008 were exercised on 9 May 2013. One day VWAP on date of exercise was $30.6205. The exercise price was $0.00. LTI performance rights granted 13 November 2009 were exercised on 13 November 2012. One day VWAP on date of exercise was $24.2290. The exercise price was $0.00. 8 J Phillips – LTI performance rights granted 13 November 2009 were exercised 13 November 2012. One day VWAP on date of exercise was $24.2290. The exercise price was $0.00. 9 A Thursby – Ceased employment 30 June 2013 so equity transactions are to that date. Transactions include those that transpired prior to cessation and those that were forfeited on cessation. STI deferred options granted 31 October 2008 were exercised 2 November 2012. One day VWAP on date of exercise was $25.2291. The exercise price was $17.18. STI deferred options granted 31 October 2008 were exercised 22 February 2013. One day VWAP on date of exercise was $28.2586. The exercise price was $17.18. LTI performance rights granted 13 November 2009 were exercised 13 November 2012. One day VWAP on date of exercise was $24.2290. The exercise price was $0.00. 10 The Disclosed Executives had a proportion of their STI amount deferred as equity. In 2013 D Hisco received share rights rather than shares due to taxation regulations in New Zealand. A share right effectively provides a right in the future to acquire a share in ANZ at nil cost to the employee. Refer to the STI arrangements section for further details of the mandatory deferral arrangements for the Disclosed Executives and Table 9 for details of the valuation methodology, inputs and fair value. 11 The 2012 LTI grants for Disclosed Executives were delivered as performance rights excluding for the CRO. Refer to Section 6.2.2, LTI Arrangements for further details and Table 8 for details of the valuation, inputs and fair value. Disclosed Executives’ Contract Terms The following sets out details of the contract terms relating to the Disclosed Executives. The contract terms for all Disclosed Executives are similar, but do on occasion, vary to suit different needs. Length of contract Disclosed Executives are on a permanent contract, which is an ongoing employment contract until notice is given by either party. Notice periods Resignation In order to terminate the employment arrangements, Disclosed Executives are required to provide the Company with six months’ written notice. ANZ must provide Disclosed Executives with 12 months’ written notice. On resignation, unless the Board determines otherwise, all unvested deferred shares, all unvested or vested but unexercised performance rights and all deferred share rights are forfeited. Termination on notice by ANZ ANZ may terminate the Disclosed Executive’s employment by providing 12 months’ written notice or payment in lieu of the notice period based on fixed remuneration. On termination on notice by ANZ, unless the Board determines otherwise: } all unvested deferred shares, performance rights and deferred share rights are forfeited at the time notice is given to the Disclosed Executive; and } only performance rights and deferred share rights that are vested may be exercised. Redundancy If ANZ terminates employment for reasons of redundancy, a severance payment will be made that is equal to 12 months’ fixed remuneration. All STI deferred shares and STI deferred share rights remain subject to clawback and are released at the original vesting date. Performance rights, LTI deferred shares and LTI deferred share rights are either released in full or on a pro-rata basis, at the discretion of the Board with regard to the circumstances. Death or total and permanent disablement On death or total and permanent disablement all unvested STI deferred shares, all deferred share rights and all performance rights will vest. Termination for serious misconduct ANZ may immediately terminate the Disclosed Executive’s employment at any time in the case of serious misconduct, and the employee will only be entitled to payment of fixed remuneration up to the date of termination. On termination without notice by ANZ in the event of serious misconduct all deferred shares held in trust will be forfeited and all performance rights and deferred share rights will be forfeited. Statutory Entitlements Payment of statutory entitlements of long service leave and annual leave applies in all events of separation. Other arrangements P Chronican – As Mr Chronican joined ANZ in November 2009 he was not included in the LTI grants made to other Management Board members in early November 2009. Accordingly, a separate LTI grant was made in December 2009 providing performance rights on the same terms and conditions as those provided to Management Board for 2009, apart from the allocation value which varied to reflect the different values at the respective grant dates. DIRECTORS’ REPORT 45 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) 8.4 REMUNERATION TABLES – CEO AND DISCLOSED ExECUTIvES Table 6: Non Statutory Remuneration Disclosure has been prepared to provide shareholders with a view of remuneration structure and how remuneration was paid or communicated to the CEO and Disclosed Executives for 2012 and 2013. The Board believes presenting information in this way provides the shareholder with increased clarity and transparency of the CEO and Disclosed Executives’ remuneration, clearly showing the amounts awarded for each remuneration component (fixed remuneration, STI and LTI) within the financial year. Details of prior year awards which may have vested in 2012 and 2013 are provided in the footnotes. Individuals included in table fixed remuneration Non monetary benefits Long service leave accrual NON STATUTORY REMUNERATION DISCLOSURE TABLE STATUTORY REMUNERATION DISCLOSURE TABLE CEO and Current Disclosed Executives Total of cash salary and superannuation contributions (pro-rated for period of year as a KMP) CEO, Current and Former Disclosed Executives (pro-rated for period of year as a KMP) Cash salary (including reductions made in relation to the utilisation of ANZ’s Lifestyle Leave Policy) and superannuation contributions Non monetary benefits which typically consists of company-funded benefits and fringe benefits tax payable on these benefits Not included As above Long service leave accrued during the year 1 Subject to Shareholder approval for the CEO TABLE 6: NON STATUTORY REMUNERATION DISCLOSURE – CEO AND CURRENT DISCLOSED ExECUTIvE REMUNERATION fOR 2013 AND 2012 fixed CEO and Current Disclosed Executives M Smith3 Chief Executive Officer P Chronican4 Chief Executive Officer, Australia S Elliott5 Chief Financial Officer A Géczy6 Chief Executive Officer, International & Institutional Banking D Hisco7 Chief Executive Officer, New Zealand G Hodges8 Deputy Chief Executive Officer J Phillips9 Chief Executive Officer, Global Wealth and Global Managing Director, Marketing, Innovation and Digital N williams10 Chief Risk Officer financial Year Remuneration1 $ Non monetary benefits $ Cash $ Deferred as equity $ 2013 2012 2013 2012 2013 2012 2013 2013 2012 2013 2012 2013 2012 2013 2012 3,150,000 3,150,000 1,300,000 1,300,000 1,250,000 1,187,000 50,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 580,000 1,000,000 790,000 145,681 121,900 15,669 7,590 15,669 40,853 – 411,398 309,757 27,404 13,789 5,500 5,500 248,328 32,675 2,050,000 1,900,000 1,050,000 850,000 1,300,000 1,100,000 – 1,050,000 900,000 675,000 650,000 700,000 377,000 850,000 533,250 1,950,000 1,800,000 950,000 750,000 1,200,000 1,000,000 – 950,000 800,000 575,000 550,000 600,000 319,000 750,000 454,250 1 Fixed remuneration was unchanged for Disclosed Executives year on year. The difference for S Elliott year on year reflects his promotion in 2012 where remuneration was increased to reflect expanded responsibilities. The differences for J Phillips and N Williams year on year reflects partial service as a Disclosed Executive in 2012. 2 The possible range of STI is between 0 and 2 times target STI. The actual STI received is dependent on ANZ and individual performance (refer to Section 6.2.1, Short Term Incentives (STI) for more details). Anyone who received less than 100% of target forfeited the rest of their STI entitlement. The minimum value is nil and the maximum value is what was actually paid. 3 M Smith – The 2013 LTI relates to the LTI grant that is proposed for 2013, subject to approval by shareholders at the 2013 Annual General Meeting. The 2012 LTI relates to the LTI grant approved by shareholders at the 2012 Annual General Meeting. Non monetary benefits include car parking, life insurance and taxation services. In 2013 equity to the value of $2,054,542 vested in respect of previously disclosed deferred STI granted in 2010 and 2011. In addition, equity to the value of $6,419,352 vested in respect of previously disclosed deferred LTI granted in 2007, as approved by shareholders. 4 P Chronican – Non monetary benefits include car parking and taxation services. In 2013 equity to the value of $712,255 vested in respect of previously disclosed deferred STI granted in 2010 and 2011. In addition, equity to the value of $1,440,697 vested in respect of deferred LTI granted in 2009. 5 S Elliott – 2012 fixed remuneration represents what was paid during the year (an increase to $1,250,000 occurred at date of promotion, 1 March 2012 - this figure has been referenced to calculate 2012 STI as a % of target). Non monetary benefits include car parking and taxation services. In 2013 equity to the value of $588,926 vested in respect of previously disclosed deferred STI granted in 2010 and 2011. In addition, equity to the value of $995,424 vested in respect of deferred LTI granted in 2009. 46 The information provided in Table 6 is non statutory information and differs from the information provided in Table 7: Statutory Remuneration Disclosure, which has been prepared in accordance with Australian Accounting Standards. A description of the difference between the two tables is provided below: Retirement benefits STI LTI Other equity allocations Not included STI awarded in Nov 2013 for the 2013 financial year – expressed as a cash value plus a deferred equity grant value Communicated value of LTI granted in Nov/Dec1 2013 Nil, as nothing awarded in 2012 or 2013 The equity fair value multiplied by the number of instruments granted equals the STI/LTI deferred equity dollar value Retirement benefit accrued during the year. This relates to a retirement allowance available to individuals employed prior to Nov 1992 Includes cash STI (Nov 2013 element only) and amortised STI for deferred equity from prior year awards Amortised STI values relate to STI awards made in Nov 2010, 2011 and 2012 Amortised LTI values relate to LTI awards made in Nov 2009 and Nov/Dec 2010, 2011 and 2012 Amortised values for equity awards made in prior years, excluding STI and LTI awards Equity is amortised over the vesting period of the award. Refer to footnote 7 of the Statutory Remuneration Disclosure Table for details of how amortised values are calculated STI Total $ As % of target % As % of maximum opportunity2 % LTI Total (deferred as equity) $ Total Remuneration Received $ Deferred as equity $ Total $ 4,000,000 3,700,000 2,000,000 1,600,000 2,500,000 2,100,000 – 2,000,000 1,700,000 1,250,000 1,200,000 1,300,000 696,000 1,600,000 987,500 127% 117% 128% 103% 167% 140% – 167% 142% 104% 100% 108% 100% 133% 104% 63% 64% 83% – 83% 52% 54% 89% 3,150,000 3,150,000 700,000 650,000 1,000,000 1,200,000 625,000 699,200 500,000 500,000 500,000 500,000 290,000 750,000 474,000 5,345,681 5,171,900 2,365,669 2,157,590 2,565,669 2,327,853 50,000 2,461,398 2,209,757 1,702,404 1,663,789 1,705,500 962,500 2,098,328 1,355,925 5,100,000 4,950,000 1,650,000 1,400,000 2,200,000 2,200,000 625,000 1,649,200 1,300,000 1,075,000 1,050,000 1,100,000 609,000 1,500,000 928,250 10,445,681 10,121,900 4,015,669 3,557,590 4,765,669 4,527,853 675,000 4,110,598 3,509,757 2,777,404 2,713,789 2,805,500 1,571,500 3,598,328 2,284,175 6 A Géczy – A Géczy commenced in role 16 September 2013 so fixed remuneration reflects amounts received for the partial service for the 2013 year. 7 D Hisco – Non monetary benefits includes expenses related to his relocation to New Zealand, car parking and taxation services. In 2013 equity to the value of $680,264 vested in respect of deferred STI granted in 2010 and 2011. In addition, equity to the value of $796,335 vested in respect of deferred LTI granted in 2009. 8 G Hodges – Non monetary benefits include car parking and taxation services. In 2013 equity to the value of $530,208 vested in respect of previously disclosed deferred STI granted in 2010 and 2011. In addition, equity to the value of $995,424 vested in respect of previously disclosed deferred LTI granted in 2009. 9 J Phillips – J Phillips commenced in role on 1 March 2012 so 2012 remuneration (fixed, STI and LTI) reflects amounts received for partial service for that year. Non monetary benefits include taxation services. In 2013 equity to the value of $461,408 vested in respect of previously disclosed deferred STI granted in 2010 and 2011. In addition, equity to the value of $895,892 vested in respect of previously disclosed LTI granted in 2009. 10 N williams – N Williams commenced in role on 17 December 2011 so 2012 remuneration (fixed, STI and LTI) reflects amounts received for the partial service for that year. Non monetary benefits include relocation expenses, car parking and taxation services. In 2013 equity to the value of $731,254 vested in respect of previously disclosed deferred STI granted in 2010 and 2011. In addition, equity to the value of $531,318 vested in respect of previously disclosed LTI granted in 2009. DIRECTORS’ REPORT 47 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) TABLE 7: STATUTORY REMUNERATION DISCLOSURE – CEO AND DISCLOSED ExECUTIvE REMUNERATION fOR 2013 AND 2012 Short-Term Employee Benefits Post-Employment financial Year Cash salary1 $ Non monetary 2 benefits $ Total cash incentive $ 3,4 Super 5 contributions $ Retirement benefit accrued 6 during year $ CEO and Current Disclosed Executives M Smith11 Chief Executive Officer P Chronican Chief Executive Officer, Australia S Elliott Chief Financial Officer A Géczy12 Chief Executive Officer, International & Institutional Banking D Hisco Chief Executive Officer, New Zealand G Hodges Deputy Chief Executive Officer J Phillips12 Chief Executive Officer, Global Wealth and Group Managing Director, Marketing, Innovation and Digital N williams12 Chief Risk Officer Former Disclosed Executives P Marriott12 Former Chief Financial Officer C Page12 Former Chief Risk Officer A Thursby12 Former Chief Executive Officer, International & Institutional Banking Total of all Executive KMPs13 2013 2012 2013 2012 2013 2012 2013 2013 2012 2013 2012 2013 2012 2013 2012 2012 2012 2013 2012 2013 2012 3,150,000 3,150,000 1,191,978 1,192,661 1,146,133 1,088,991 48,942 1,000,000 1,000,000 916,906 917,431 916,906 532,110 145,681 121,900 15,669 7,590 15,669 40,853 – 411,398 309,757 27,404 13,789 5,500 5,500 2,050,000 1,900,000 1,050,000 850,000 1,300,000 1,100,000 – 1,050,000 900,000 675,000 650,000 700,000 377,000 899,347 724,771 248,328 32,675 850,000 533,250 – – 108,022 107,339 103,867 98,009 1,058 – – 83,094 82,569 83,094 47,890 83,094 65,229 886,239 20,229 412,500 79,761 211,927 937,500 1,187,000 10,207,712 10,891,130 14,257 10,130 7,590 879,779 574,140 – – 1,100,000 7,675,000 7,822,750 19,073 – – 462,229 499,870 – – – – – – – 5,436 4,237 5,071 4,237 – – 5,286 20,477 – – – – 15,793 28,951 1 Cash salary includes reductions made in relation to the utilisation of ANZ’s Lifestyle Leave Policy, where applicable. 2 Non monetary benefits generally consist of company-funded benefits such as car parking and taxation services. This item also includes costs met by the company in relation to relocation, gifts received on leaving ANZ for former Disclosed Executives, and for the CEO, life insurance. The fringe benefits tax payable on any benefits is also included in this item. 3 The total cash incentive relates to the cash component only, with the deferred equity component to be amortised from the grant date. The relevant amortisation of the 2012 STI deferred components are included in share-based payments. The 2013 STI deferred components will be amortised from the grant date. The cash incentive component was approved by the Board on 24 October 2013. 100% of the cash incentive awarded for the 2012 and 2013 years vested to the Disclosed Executive in the applicable financial year. 4 The possible range of STI is between 0 and 2 times target STI (0 and 2.5 times target STI in 2012). The actual STI received is dependent on ANZ and individual performance (refer to Section 6.2.1, Short Term Incentives (STI) for more details). The 2013 STI awarded (cash and equity component) as a percentage of target STI was: M Smith 127% (2012: 117%); P Chronican 128% (2012: 103%); S Elliott 167% (2012: 140%); D Hisco 167% (2012: 142%); G Hodges 104% (2012: 100%); J Phillips 108% (2012: 100%); N Williams 133% (2012: 104%); P Marriott n/a (2012: 86% – pro-rated to date ceased in role, 31 May 2012); A Thursby nil (2012: 140%). Anyone who received less than 100% of target forfeited the rest of their STI entitlement. The minimum value is nil and the maximum value is what was actually paid. 5 For all Australian based Disclosed Executives other than M Smith and A Thursby, the superannuation contribution reflects the Superannuation Guarantee Contribution – individuals may elect to take this contribution as superannuation or a combination of superannuation and cash. As M Smith is and A Thursby was a holder of a long stay visa, their fixed remuneration does not include the Superannuation Guarantee Contribution, however they are able to elect voluntary superannuation contributions. 6 Accrual relates to Retirement Allowance. As a result of being employed with ANZ prior to November 1992, D Hisco, G Hodges and N Williams are eligible to receive a Retirement Allowance on retirement, retrenchment, death, or resignation for illness, incapacity or domestic reasons. The Retirement Allowance is calculated as follows: three months of preserved notional salary (which is 65% of Fixed Remuneration) plus an additional 3% of notional salary for each year of fulltime service above 10 years, less the total accrual value of long service leave (including taken and untaken). 7 In accordance with the requirements of AASB 2 Share-based payments, the amortisation value includes a proportion of the fair value (taking into account market-related vesting conditions) of all equity that had not yet fully vested as at the commencement of the financial year. It is assumed that deferred shares will vest after three years. Assumptions for options/rights are detailed in Table 8: Equity Valuation Inputs – Options/Rights. The fair value is determined at grant date and is allocated on a straight-line basis over the relevant vesting period. The amount included as remuneration is not related to nor indicative of the benefit (if any) that may ultimately be realised should the options/rights become exercisable. For deferred shares, the fair value is the volume weighted average price of the Company’s shares traded on the ASX on the day the shares were granted. 8 Amortisation of other equity allocations for M Smith relates to the special equity allocation which was approved by shareholders at the 2008 Annual General Meeting. Amortisation for A Thursby relates to equity granted on commencement. 48 Long-Term Employee Benefits Share-Based Payments7 Total amortisation value of STI LTI Other equity allocations8 Long service leave accrued during the year $ Shares $ Options and Rights $ Shares $ Rights $ Shares $ Options $ Termination benefits $ Grand total remuneration $ 9,10 47,289 48,079 19,614 19,842 22,038 22,985 780 1,719,210 1,750,829 723,368 637,349 796,167 438,387 – 14,064 15,263 14,429 15,263 15,078 10,710 – 7,788 527,240 477,366 490,516 225,957 14,214 120,504 575,216 494,744 – 778,868 – – 26,625 849,289 (78,480) 838,469 – – – – 16,708 178,342 – 768,790 602,172 – – – – – – – – – – – – – – – – – – 10,958 – – – – 2,991,143 2,590,496 672,705 623,306 771,029 540,049 – 461,622 412,856 498,760 493,164 480,192 258,774 347,119 373,958 176,435 9,198 – 646,594 27,986 – – 39,377 (529,830) 586,415 147,506 279,271 4,753,237 6,499,046 785,498 780,514 347,119 412,902 5,522,056 6,200,229 – – – – – – – – – – – – – – – – – – 329,842 – 329,842 – 113,189 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 10,103,323 9,674,493 3,781,356 3,438,087 4,171,611 3,507,616 50,780 3,711,310 3,263,031 2,747,904 2,653,819 2,691,286 1,457,941 3,199,039 2,374,806 1,154,384 3,978,575 16,842 127,038 – 1,178,751 466,358 4,075,941 – 113,189 127,038 1,171,226 30,922,967 35,603,060 9 Remuneration amounts disclosed exclude insurance premiums paid by the consolidated entity in respect of directors’ and officers’ liability insurance contracts which cover current and former KMP of the controlled entities. The total premium, which cannot be disclosed because of confidentiality requirements, has not been allocated to the individuals covered by the insurance policy as, based on all available information, the directors believe that no reasonable basis for such allocation exists. 10 The disclosed amortised value of rights/options for each KMP as a percentage of Grand Total Remuneration is: M Smith 30%; P Chronican 18%; S Elliott 19%; A Géczy 0%; D Hisco 33%; G Hodges 18%; J Phillips 18%; N Williams 6%; A Thursby -114%. 11 While the CEO is an Executive Director, he has been included in this table with the Disclosed Executives. 12 A Géczy was appointed to the CEO, International & Institutional Banking role on 16 September 2013 so remuneration reflects amounts received for the partial service of the 2013 year. J Phillips was appointed to the CEO, Global Wealth and Group Managing Director, Marketing, Innovation and Digital role on 1 March 2012 so remuneration reflects amounts received for the partial service for the 2012 year. N Williams was appointed to the Chief Risk Officer role on 17 December 2011 so remuneration reflects amounts received for the partial service for the 2012 year. P Marriott ceased employment 31 August 2012 and remuneration is to this date, the STI has been pro-rated to date ceased in role, 31 May 2012. C Page retired 16 December 2011 and remuneration is to this date. A Thursby ceased employment 30 June 2013 and remuneration is to this date. 13 For those Disclosed Executives who were disclosed in both 2012 and 2013, the following are noted: - P Chronican – uplift in year-on-year remuneration, driven by a combination of factors including increases in non monetary benefits, cash STI and amortised value of equity. - S Elliott – uplift in year-on-year remuneration, driven by a combination of factors including fixed remuneration on promotion in 2012, increases in cash STI, superannuation and amortised value of equity. - D Hisco – uplift in year-on-year remuneration, driven by a combination of factors including non monetary benefits, cash STI and amortised value of equity. - G Hodges – uplift in year-on-year remuneration, driven by a combination of factors including non monetary benefits, cash STI and amortised value of equity. - J Phillips – 2012 remuneration only reflected a partial year as she commenced in role 1 March 2012. Uplift in year-on-year remuneration due to full year in role in 2013. - N Williams – 2012 remuneration only reflected a partial year as he commenced in role 17 December 2011. Uplift in year-on-year remuneration due to full year in role in 2013. - A Thursby – 2013 remuneration only reflected a partial year as he concluded in role 30 April 2013 and ceased employment effective 30 June 2013. Decrease in year-on-year remuneration reflects reversals in the amortised value of equity due to equity forfeiture on resignation. Termination benefits relate to statutory leave entitlements paid on termination. A Géczy is disclosed only for part of the 2013 year from commencement in a KMP role. DIRECTORS’ REPORT 49 ANZ ANNUAL REPORT 2013 DIRECTORS’ REPORT (continued) 9. Equity All shares underpinning equity awards may be purchased on market, or be newly issued shares or a combination of both. For the 2012 equity granted to the CEO and Disclosed Executives, all STI deferred shares were purchased on market and for LTI performance rights, the approach to satisfy awards will be determined closer to the time of vesting. 9.1 EqUITY v ALUATIONS ANZ engages two external experts (Mercer (Australia) Pty Ltd and PricewaterhouseCoopers) to independently value any required options, deferred share rights and performance rights, taking into account factors including the performance conditions, share price volatility, life of the instrument, dividend yield and share price at grant date. These valuations are audited by KPMG and ANZ Global Internal Audit. The higher of the two valuations is approved by the HR Committee as the allocation and/or expensing/disclosure value (using the higher valuation results in fewer instruments being granted). The following tables provide details of the valuations of the various equity instruments issued during the year and in prior years for shares and rights where vesting, lapse/forfeiture or exercise/sale has occurred during the year: TABLE 8: EqUITY vALUATION INPUTS – OPTIONS /RIGHTS Recipients Type of equity Grant date Exercise price $ Equity fair value $ Share closing price at grant $ ANZ expected volatility % Equity term (years) vesting period (years) Expected life (years) Expected dividend yield % Risk free interest rate % Executives Executives Executives Executives Executives Executives Executives Executives Executives Executives Executives Executives CEO Executives Executives Executives Executives Executives CEO 31-Oct-08 STI deferred options 31-Oct-08 STI deferred options 13-Nov-09 STI deferred options 13-Nov-09 STI deferred options 12-Nov-10 STI deferred options 12-Nov-10 STI deferred options STI deferred share rights 31-Oct-08 STI deferred share rights 12-Nov-10 STI deferred share rights 14-Nov-11 STI deferred share rights 12-Nov-12 STI deferred share rights 12-Nov-12 12-Nov-12 LTI deferred share rights 19-Dec-07 LTI performance rights 13-Nov-09 LTI performance rights 24-Dec-09 LTI performance rights 12-Nov-10 LTI performance rights 14-Nov-11 LTI performance rights 12-Nov-12 LTI performance rights 19-Dec-12 LTI performance rights 17.18 17.18 22.80 22.80 23.71 23.71 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.80 2.94 4.83 5.09 3.96 4.20 15.45 21.06 19.40 23.07 21.76 20.53 11.51 12.17 11.26 11.96 9.03 10.16 9.58 TABLE 9: EqUITY vALUATION INPUTS – DEfERRED SHARES Recipients Executives Executives Executives Executives CEO and Executives CEO and Executives CEO and Executives CEO and Executives CEO and Executives CEO and Executives CEO and Executives Executives Type of equity Other deferred shares Other deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares STI deferred shares LTI deferred shares 17.36 17.36 22.48 22.48 23.22 23.22 17.36 23.22 20.66 24.45 24.45 24.45 26.85 22.48 22.39 23.22 20.66 24.45 24.64 30.0 30.0 39.0 39.0 30.0 30.0 30.0 30.0 25.0 22.5 22.5 22.5 17.0 35.0 40.0 30.0 25.0 22.5 22.5 Grant date 03-Sep-07 22-Sep-09 31-Oct-08 31-Oct-08 13-Nov-09 12-Nov-10 12-Nov-10 14-Nov-11 14-Nov-11 12-Nov-12 12-Nov-12 13-Nov-09 5 5 5 5 5 5 5 5 3 3 4 5 6 5 5 5 5 5 5 1 2 1 2 1 2 2 2 1 1 2 3 5 3 3 3 3 3 3 3 3.5 3 3.5 3 3.5 2 2 1 1 2 3 5 3 3 3 3 3 3 6.00 6.00 5.50 5.50 5.00 5.00 6.00 5.00 6.50 6.00 6.00 6.00 4.50 5.00 4.60 5.00 6.50 6.00 6.00 4.48 4.64 5.04 5.13 5.04 5.11 4.48 4.97 3.70 2.82 2.66 2.58 6.66 5.01 4.71 5.04 3.53 2.58 2.77 Equity fair value1 $ Share closing price at grant $ vesting period (years) 29.05 23.22 17.18 17.18 22.54 23.32 23.32 20.89 20.89 24.57 24.57 22.54 29.22 23.33 17.36 17.36 22.48 23.22 23.22 20.66 20.66 24.45 24.45 22.48 3 3 1 2 1 1 2 1 2 1 2 3 1 The volume weighted average share price of all ANZ shares sold on the ASX on the date of grant is used to calculate the fair value of shares. No dividends are incorporated into the measurement of the fair value of shares. Signed in accordance with a resolution of the Directors. John Morschel Chairman 8 November 2013 50 Michael R P Smith Director ANZ ANNUAL REPORT 2013 CORPORATE gOvERNANCE THE FOLLOWINg STATEMENT SETS OUT THE gOvERNANCE FRAMEWORk THE bOARD HAS ADOPTED AT ANZ AS WELL AS HIgHLIgHTS OF THE SUbSTANTIvE WORk UNDERTAkEN by THE bOARD AND ITS COMMITTEES DURINg THE FINANCIAL yEAR. 2013 key Areas of Focus and Achievements } Continued monitoring of the ongoing volatility and } Successful implementation of the New Zealand uncertainties in global markets and their impact on the risk culture and management of ANZ. } Review of the increasing global regulatory requirements in relation to capital and funding, and the implications for ANZ, including both the potential risks and opportunities. } Oversight of Management’s execution of ANZ’s super-regional strategy. } Overview of productivity focus in recognition of industry-wide pressures on revenue growth, particularly in Australia and New Zealand. } Strong focus on ANZ’s technology program, including upgrading infrastructure to deliver improved systems security, stability and standardisation and to respond to growing demand, scale and complexity. simplification program which involved the transition to one technology system and the combination of the ANZ and National Bank brands into one ANZ brand – ANZ Bank New Zealand. } Appointment of Mr Liebelt as a Non-Executive Director (in addition to the appointment of Ms Dwyer in April 2012) as part of a managed succession plan having regard to expected Non-Executive Director retirements. } ANZ was assessed the global banking sector leader in the Dow Jones Sustainability Index (DJSI). This is the sixth year in the past seven that ANZ has received this assessment. Approach to Governance In relation to corporate governance, the Board seeks to: } embrace principles and practices it considers to be best practice internationally; } be an ‘early adopter’, where appropriate, by complying before a published law or recommendation takes effect; and } take an active role in discussions of corporate governance best practice and associated regulation in Australia and overseas. New Zealand As an overseas listed issuer on the NZX, ANZ is deemed to comply with the NZX Listing Rules provided that it remains listed on the ASX, complies with the ASX Listing Rules and provides the NZX with all the information and notices that it provides to the ASX. The ASX Governance Principles may differ materially from the NZX’s corporate governance rules and the principles of the NZX’s Corporate Governance Best Practice Code. More information about the corporate governance rules and principles of the ASX can be found at asx.com.au and, in respect of the NZX, at nzx.com. Compliance with Corporate Governance Codes ANZ has complied with all applicable governance principles in New Zealand throughout the financial year. Australia As a company listed on the ASX, ANZ is required to disclose how it has applied the Recommendations contained within the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Governance Principles) during the financial year, explaining any departures from them. ANZ confirms it has followed the Recommendations of the ASX Corporate Governance Council during the reporting period. Full details of the location of the references in this Statement (and elsewhere in this Annual Report) which specifically set out how ANZ applies each Recommendation of the ASX Governance Principles are contained on anz.com > About us > Our company > Corporate governance. The information in this Statement is current as at 11 October 2013 except where otherwise indicated. Other jurisdictions ANZ also monitors best practice developments in corporate governance across other relevant jurisdictions. ANZ deregistered from the US Securities Exchange Commission with effect from October 2007. Despite no longer being required to comply with United States corporate governance rules, ANZ’s corporate governance practices continue to have regard to US corporate governance regulations in relation to the independence of Directors, the independence of the external auditor and the financial expertise of the Audit Committee, as described in this Statement. CORPORATE gOvERNANCE 51 ANZ ANNUAL REPORT 2013 CORPORATE gOvERNANCE (continued) Website Further details of ANZ’s governance framework are set out at anz.com > About us > Our company > Corporate governance. This section of ANZ’s website also contains copies of all the Board/Board Committee charters and summaries of many of the documents and policies mentioned in this Statement, as well as summaries of other ANZ policies of interest to shareholders and stakeholders. The website is regularly updated to ensure it reflects ANZ’s most recent corporate governance information. Directors The information below relates to the Directors in office and sets out their Board Committee memberships and other details at the time of preparation of this Statement. MR J P MORSCHEL Chairman, Independent Non-Executive Director DipQS, FAICD Non-Executive Director since October 2004. Ex officio member of all Board Committees. Skills, experience and expertise Mr Morschel has a strong background in banking, financial services and property and brings the experience of being a Chairman and Director of major Australian and international companies. Current Directorships Director: CapitaLand Limited (from 2010), Tenix Group Pty Limited (from 2008) and Gifford Communications Pty Limited (from 2000). former Directorships include Former Chairman: Rinker Group Limited (Chairman and Director 2003–2007), Leighton Holdings Limited (Chairman and Director 2001–2004) and CSR Limited (Director 1996–2003, Chairman 2001–2003). Former Director: Singapore Telecommunications Limited (2001– 2010), Rio Tinto Plc (1998–2005), Rio Tinto Limited (1998–2005), Westpac Banking Corporation (1993–2001), Lend Lease Corporation Limited (1983–1995) and Tenix Pty Ltd (1998–2008). Age: 70. Residence: Sydney, Australia. MR M R P SMITH , OBE, Chief Executive Officer, Executive Director BSc (Hons) City Lond., Hon LLD Monash Chief Executive Officer since 1 October 2007. Skills, experience and expertise Mr Smith is an international banker with over 30 years experience in banking operations in Asia, Australia and internationally. Until June 2007, he was President and Chief Executive Officer, The Hongkong and Shanghai Banking Corporation Limited, Chairman, Hang Seng Bank Limited, Global Head of Commercial Banking for the HSBC Group and Chairman, HSBC Bank Malaysia Berhad. Previously, Mr Smith was Chief Executive Officer of HSBC Argentina Holdings SA. Mr Smith joined the HSBC Group in 1978 and during his international career he has held a wide variety of roles in Commercial, Institutional and Investment Banking, Planning and Strategy, Operations and General Management. Current Directorships Chairman: Australian Bankers’ Association Incorporated (from 2011, Member from 2007). Executive Chairman: Chongqing Mayor’s International Economic Advisory Council (from 2013, Member from 2006). Director: ANZ Bank New Zealand Limited (from 2007), the Financial Markets Foundation for Children (from 2008), Financial Literacy Australia Limited (from 2012), the International Monetary Conference (from 2012) and the Institute of International Finance (from 2010). Member: Business Council of Australia (from 2007), Asia Business Council (from 2008), Australian Government Financial Literacy Advisory Board (from 2008) and Shanghai International Financial Advisory Council (from 2009). Fellow: The Hong Kong Management Association (from 2005). former Directorships include Former Chairman: HSBC Bank Malaysia Berhad (2004–2007) and Hang Seng Bank Limited (2005–2007). Former Chief Executive Officer and Director: The Hongkong and Shanghai Banking Corporation Limited (2004–2007). Former Director: HSBC Australia Limited (2004–2007), HSBC Finance Corporation (2006–2007) and HSBC Bank (China) Company Limited (2007). Former Member: Visa APCEMEA Senior Client Council (2009–2011). Age: 57. Residence: Melbourne, Australia. 52 ANZ ANNUAL REPORT 2013 DR G J C LARK Independent Non-Executive Director, Chair of the Technology Committee BSc (Hons), PhD, FAPS, FTSE Non-Executive Director since February 2004. Member of the Risk Committee and Human Resources Committee. Skills, experience and expertise Dr Clark brings to the Board international business experience and a distinguished career in micro-electronics, computing and communications. He was previously Principal of Clark Capital Partners, a US based firm that has advised internationally on technology and the technology market place, and he has held senior executive positions in IBM, News Corporation and Loral Space and Communications. Current Directorships Chairman: KaComm Communications Pty Ltd (from 2006) and CUDOS Advisory Board (from 2011). Member: The Royal Institution of Australia (from 2010) and Council of the University of Sydney Physics Foundation (from 2013). former Directorships include Former Principal: Clark Capital Partners (2003–2010). Age: 70. Residence: Based in New York, United States and also resides in Sydney, Australia. MS P J Dw YER Independent Non-Executive Director BCom, FCA, SF Fin, FAICD Non-Executive Director since April 2012. Member of the Audit Committee, Risk Committee and Human Resources Committee. Skills, experience and expertise Ms Dwyer is an established non-executive director with extensive experience in financial services and a strong accounting background, and has previously held executive roles in the investment management, corporate finance and accounting industries. Current Directorships Chairman: Tabcorp Holdings Limited (from 2011, Director from 2005). Deputy Chairman: Leighton Holdings Limited (from 2013, Director from 2012). Director: Lion Pty Ltd (from 2012). Member: Australian Government Takeovers Panel (from 2008), Kirin International Advisory Board (from 2012) and ASIC External Advisory Panel (from 2013). former Directorships include Former Deputy Chairman: Baker IDI Heart and Diabetes Research Institute (2005–2013). Former Director: Suncorp Group Limited (2007-2012), Foster’s Group Limited (2011), Astro Japan Property Group Limited (2005-2011), Healthscope Limited (2010) and CCI Investment Management Limited (1999-2011). Age: 53. Residence: Melbourne, Australia. MR P A f H AY Independent Non-Executive Director, Chair of the Governance Committee LLB Melb., FAICD Non-Executive Director since November 2008. Member of the Audit Committee and Human Resources Committee. Skills, experience and expertise Mr Hay has a strong background in company law and investment banking advisory work, with a particular expertise in relation to mergers and acquisitions. He has also had significant involvement in advising governments and government-owned enterprises. Current Directorships Director: Alumina Limited (from 2002), Landcare Australia Limited (from 2008), GUD Holdings Limited (from 2009), Myer Holdings Limited (from 2010), Australian Institute of Company Directors (from 2012) and Newcrest Mining Limited (from 2013). Member: Australian Government Takeovers Panel (from 2009). former Directorships include Former Chairman: Lazard Pty Ltd Advisory Board (2009–2013). Former Chief Executive Officer: Freehills (2000–2005). Former Director: NBN Co Limited (2009–2012), Myer Pty Limited (2010-2011) and Lazard Pty Ltd (2007–2009). Age: 63. Residence: Melbourne, Australia. CORPORATE gOvERNANCE 53 ANZ ANNUAL REPORT 2013 CORPORATE gOvERNANCE (continued) MR LEE HSIEN YANG Independent Non-Executive Director MSc, BA Non-Executive Director since February 2009. Member of the Technology Committee, Risk Committee and Human Resources Committee. Skills, experience and expertise Mr Lee has considerable knowledge of and operating experience in Asia. He has a background in engineering and brings to the Board his international business and management experience across a wide range of sectors including telecommunications, food and beverages, properties, publishing and printing, financial services, education, civil aviation and land transport. Current Directorships Chairman: Civil Aviation Authority of Singapore (from 2009), The Islamic Bank of Asia Limited (from 2012, Director from 2007) and General Atlantic Singapore Fund Pte Ltd (from 2013). MR G R LIEBELT Independent Non-Executive Director BEc (Hons), FAICD, FTSE, FAIM Non-Executive Director since July 2013. Member of the Risk Committee, Human Resources Committee and Technology Committee. Skills, experience and expertise Mr Liebelt has extensive international experience and a strong record of achievement as a senior executive including in strategy development and implementation. He brings to the Board his experience of a 23 year executive career with Orica Limited (including a period as Chief Executive Officer), a global mining services company with operations in more than 50 countries. Director: Singapore Exchange Limited (from 2004), Caldecott Inc. (from 2013) and Kwa Geok Choo Pte Ltd (from 1979). Member: Governing Board of Lee Kuan Yew School of Public Policy (from 2005) and Rolls Royce International Advisory Council (from 2007). Special Adviser: General Atlantic (from 2013). Consultant: Capital International Inc Advisory Board (from 2007). President: INSEAD South East Asia Council (from 2013). former Directorships include Former Chairman: Republic Polytechnic (2002–2009) and Fraser & Neave, Limited (2007-2013). Former Member: Merrill Lynch PacRim Advisory Council (2007–2010). Former Chief Executive Officer: Singapore Telecommunications Limited (1995–2007). Age: 56. Residence: Singapore. Current Directorships Deputy Chairman: The Global Foundation (from 2013, Director from 2006) and Melbourne Business School (from 2012, Director from 2008). Director: Amcor Limited (from 2012), The Australian Foundation Investment Company Limited (from 2012) and Carey Baptist Grammar School (from 2012). former Directorships include Former Chief Executive Officer and Managing Director: Orica Limited (2005-2012). Former Director: Business Council of Australia (2010-2012). Age: 59. Residence: Melbourne, Australia MR I J MACfARLANE, AC, Independent Non-Executive Director, Chair of the Risk Committee BEc (Hons), MEc, Hon DSc Syd., Hon DSc UNSW, Hon DCom Melb., Hon DLitt Macq., Hon LLD Monash Non-Executive Director since February 2007. Member of the Governance Committee and Audit Committee. Skills, experience and expertise During his 28 year career at the Reserve Bank of Australia including a 10 year term as Governor, Mr Macfarlane made a significant contribution to economic policy in Australia and internationally. He has a deep understanding of financial markets as well as a long involvement with Asia. Current Directorships Director: Woolworths Limited (from 2007) and the Lowy Institute for International Policy (from 2004). Member: Council of International Advisors to the China Banking Regulatory Commission (from 2009), International Advisory Board of Goldman Sachs (from 2007) and International Advisory Board of CHAMP Private Equity (from 2007). former Directorships include Former Chairman: Payments System Board (1998–2006) and Australian Council of Financial Regulators (1998–2006). Former Governor: Reserve Bank of Australia (Member 1992–2006, Chairman 1996–2006). Former Director: Leighton Holdings Limited (2007–2013). Age: 67. Residence: Sydney, Australia. 54 MR D E MEIKLEJOHN , AM, Independent Non-Executive Director, Chair of the Audit Committee BCom, DipEd, FCPA, FAICD, FAIM Non-Executive Director since October 2004. Member of the Technology Committee and Risk Committee. Skills, experience and expertise Mr Meiklejohn has a strong background in finance and accounting. He also brings to the Board his experience across a number of directorships of major Australian companies spanning a range of industries. Current Directorships Chairman: Manningham Centre Association Board of Governance (from 2011). Director: Coca Cola Amatil Limited (from 2005) and Mirrabooka Investments Limited (from 2006). former Directorships include Former Chairman: PaperlinX Limited (1999–2011). Former Director and Chief Financial Officer: Amcor Limited (1985–2000). Former President: Melbourne Cricket Club (2007–2011). Age: 71. Residence: Melbourne, Australia. MS A M wATKINS Independent Non-Executive Director, Chair of the Human Resources Committee BCom, FCA, SF Fin, FAICD Non-Executive Director since November 2008. Member of the Audit Committee and Governance Committee. Skills, experience and expertise Ms Watkins is an experienced CEO and established director with a grounding in strategy, finance and accounting. Her industry experience includes retailing, agriculture, food processing and financial services. Ms Watkins held senior executive roles with ANZ from 1999 to 2002. Corporate Governance Framework Current Directorships Chief Executive Officer and Managing Director: GrainCorp Limited (from 2010). Chairman: Allied Mills Australia Pty Limited (from 2010). Director: The Centre for Independent Studies (from 2011). Member: Australian Government Takeovers Panel (from 2010). former Directorships include Former Chief Executive Officer: Bennelong Group (2008–2010). Former Director: Woolworths Limited (2007–2010) and AICD National Board and Victorian Council (2009–2011). Former Member: The Nature Conservancy Australian Advisory Board (2007-2011). Age: 50. Residence: Melbourne, Australia. CEO BOARD Of DIRECTORS PRINCIPAL BOARD COMMITTEES Audit and financial Governance Internal audit External audit Financial controls AUDIT COMMITTEE GOVERNANCE COMMITTEE HUMAN RESOURCES COMMITTEE RISK COMMITTEE TECHNOLOGY COMMITTEE MANAGEMENT BOARD KEY MANAGEMENT COMMITTEES CORPORATE SUSTAINABILITY & DIVERSITY COMMITTEE CREDIT & MARKET RISK COMMITTEE GROUP ASSET & LIABILITY COMMITTEE GLOBAL MARKETS & LOANS PRODUCT COMMITTEE REPUTATION RISK COMMITTEE TECHNOLOGY RISK MANAGEMENT COMMITTEE CAPITAL MANAGEMENT POLICY COMMITTEE OPERATIONAL RISK EXECUTIVE COMMITTEE CREDIT RATINGS SYSTEM OVERSIGHT COMMITTEE CORPORATE gOvERNANCE 55 ANZ ANNUAL REPORT 2013 CORPORATE gOvERNANCE (continued) Board Responsibility and Delegation of Authority The Board is chaired by an independent Non-Executive Director. The roles of the Chairman and Chief Executive Officer are separate, and the Chief Executive Officer is the only Executive Director on the Board. Role of the Chairman The Chairman plays an important leadership role and is involved in: } chairing meetings of the Board and providing effective leadership to it; } monitoring the performance of the Board and the mix of skills and effectiveness of individual contributions; } being an ex officio member of all principal Board Committees; } maintaining ongoing dialogue with the Chief Executive Officer and providing appropriate mentoring and guidance; and } being a respected ambassador for ANZ, including chairing meetings of shareholders and dealing with key customer, political and regulatory bodies. Board Charter The Board Charter sets out the Board’s purpose, powers and specific responsibilities. The Board is responsible for: } charting the direction, strategies and financial objectives for ANZ and monitoring the implementation of those strategies and financial objectives; } monitoring compliance with regulatory requirements, ethical standards and external commitments, and the implementation of related policies; and } appointing and reviewing the performance of the Chief Executive Officer. In addition to the above and any matters expressly required by law to be approved by the Board, powers specifically reserved for the Board include approvals of the following (except to the extent delegated by the Board from time to time): } the budget and strategic plan, at least annually; } ANZ’s Remuneration Policy, including various remuneration matters as detailed in the Charter; } significant changes to organisational structure; } the acquisition, establishment, disposal or cessation of any significant business; } the issue of any shares, options, equity instruments or other equity securities; } where practicable, the substance of any announcements to the Australian Securities Exchange in relation to matters that have been the subject of a decision by the Board or any public statements which reflect significant issues of ANZ policy or strategy; and } any changes to the discretions delegated from the Board. Under ANZ’s Constitution, the Board may delegate any of its powers to Committees of the Board. The roles of the principal Board Committees are set out on pages 60 to 64. The Charters of the Board and each of its principal Committees are set out on anz.com in the Corporate Governance section. 56 Board Meetings The Board normally meets at least eight times each year, including a meeting to review in detail the Group’s strategy. Typically at Board meetings the agenda will include: } minutes of the previous meeting, and outstanding issues raised by Directors at previous meetings; } the Chief Executive Officer’s report; } the Chief Financial Officer’s report; } reports on major projects and current business issues; } specific business proposals; } reports from Chairs of Committees which have met shortly prior to the Board meeting on matters considered at those meetings; and } the minutes of previous Committee meetings for review. There are two private sessions held at the end of each Board meeting which are each chaired by the Chairman of the Board. The first involves all Directors including the CEO, and the second involves only the Non-Executive Directors. The Chief Financial Officer, Group General Counsel and Company Secretary are also present at all Board meetings. Members of Senior Management attend Board meetings when an issue under their area of responsibility is being considered or as otherwise requested by the Board. CEO and Delegation to Management The Board has delegated to the Chief Executive Officer, and through the Chief Executive Officer to other Senior Management, the authority and responsibility for managing the everyday affairs of ANZ. The Board monitors Management and their performance on behalf of shareholders. The Group Discretions Policy details the comprehensive discretions framework that applies to all employees and contractors within ANZ and its controlled entities, including when acting at ANZ’s request in operational roles or as directors of other entities. The Group Discretions Policy is maintained by the Chief Financial Officer and reviewed annually by the Audit Committee with the outcome of this review reported to the Board. At a Senior Management level, ANZ has a Management Board which comprises the Chief Executive Officer and ANZ’s most senior executives. At the time of preparation of this Statement, the following Senior Management, in addition to the Chief Executive Officer, were members of the Management Board: Graham Hodges – Deputy Chief Executive Officer; Shayne Elliott – Chief Financial Officer; Phil Chronican – Chief Executive Officer, Australia; Andrew Géczy – Chief Executive Officer, International and Institutional Banking; David Hisco – Chief Executive Officer, New Zealand; Joyce Phillips – Chief Executive Officer, Global Wealth and Group Managing Director, Marketing, Innovation and Digital; Gilles Planté – Chief Executive Officer, Asia Pacific; Nigel Williams – Chief Risk Officer; Alistair Currie – Group Chief Operating Officer; Anne Weatherston – Chief Information Officer; and Susie Babani – Group Managing Director, Human Resources. Typically, a sub-group of Management Board meets every week with all Management Board members meeting each month to discuss business performance, review shared initiatives and build collaboration and synergy across the Group. Professional intermediaries may be used from time to time where deemed necessary and appropriate to assist in the process of identifying and considering potential candidates for Board membership. Board Composition, Selection and Appointment The Board strives to achieve an appropriate mix of skills, tenure, experience and diversity among its Directors. Details regarding each Director in office at the date of this Annual Report can be found on pages 52 to 55. The Governance Committee (see page 62) has been delegated responsibility to review and make recommendations to the Board regarding Board composition, and to assist in relation to the Director nomination process. The Governance Committee conducts an annual review of the size and composition of the Board, to assess whether there is a need for any new Non-Executive Director appointments. This review takes the following factors into account: } relevant guidelines/legislative requirements in relation to Board composition; } Board membership requirements as articulated in the Board Charter; and } other considerations including ANZ’s strategic goals and the importance of having appropriate diversity within the Board including in relation to matters such as skills, tenure, experience, age and gender. The overarching guiding principle is that the Board’s composition should reflect an appropriate mix having regard to the following matters: } specialist skill representation relating to both functions (such as accounting/finance, law and technology) and industry background (such as banking/financial services, retail and professional services); } tenure; } Board experience (amongst the members of the Board, there should be a significant level of familiarity with formal Board and Governance processes and a considerable period of time previously spent working at senior level within one or more organisations of significant size); } age spread; } diversity in general (including gender diversity); and } geographic experience. Other matters for explicit consideration by the Committee are personal qualities, communication capabilities, ability and commitment to devote appropriate time to the task, the complementary nature of the distinctive contribution each Director might make, professional reputation and community standing. Nominations may be provided from time to time by a Board member to the Chair of the Governance Committee. The Chair of the Governance Committee maintains a list of nominees to assist the Board in the succession planning process. Where there is a need for any new appointments, a formal assessment of nominees will be conducted by the members of the Governance Committee and should be documented by the Committee Chair. In assessing nominees, the Governance Committee has regard to the principles set out above. If found suitable, potential candidates are recommended to the Board. The Chairman of the Board is responsible for approaching potential candidates. The Committee also reviews and recommends the process for the election of the Chairman of the Board and reviews succession planning for the Chairman of the Board, making recommendations to the Board as appropriate. Appointment Documentation Each new Non-Executive Director receives an appointment letter accompanied by a: } Directors’ handbook – the handbook includes information on a broad range of matters relating to the role of a Director, including details of all applicable policies; and } Directors’ Deed – each Director signs a Deed in a form approved by shareholders at the 2005 Annual General Meeting which covers a number of issues including indemnity, directors’ and officers’ liability insurance, the right to obtain independent advice and requirements concerning confidential information. Undertaking Induction Training Every new Director takes part in a formal induction program which involves the provision of information regarding ANZ’s values and culture, the Group’s governance framework, the Non-Executive Directors Code of Conduct and Ethics, Director related policies, Board and Committee policies, processes and key issues, financial management and business operations. Briefings are also provided by Senior Management about matters concerning their areas of responsibility. Meeting Share qualification Non-Executive Directors are required to accumulate within five years of appointment, and thereafter maintain, a holding in ANZ shares that is equivalent to at least 100% of a Non-Executive Director’s base fee (and 200% of this fee in the case of the Chairman). Non-Executive Director Remuneration Details of the structure of the Non-Executive Directors’ remuneration (which is clearly distinguished from the structure of the remuneration of the Chief Executive Officer and other senior executives) are set out in the Remuneration Report on pages 39 to 41. The ANZ Directors’ Retirement Scheme was closed effective 30 September 2005. Accrued entitlements were fixed on that date for Non-Executive Directors in office at the time who had the option to convert those entitlements into ANZ shares. Such entitlements, either in ANZ shares or cash, will be carried forward and transferred to the Non-Executive Director when they retire (including interest accrued at the 30 day bank bill rate for cash entitlements). Only three current Non-Executive Directors have entitlements under the Scheme, namely Messrs Morschel and Meiklejohn and Dr Clark. Further details are set out in the Remuneration Report. Election at Next Annual General Meeting Subject to the provisions of ANZ’s Constitution and the Corporations Act 2001, the Board may appoint a person as a Non-Executive Director of ANZ at any time but that person must retire and, if they wish to continue in that role, must seek election by shareholders at the next Annual General Meeting. CORPORATE gOvERNANCE 57 ANZ ANNUAL REPORT 2013 CORPORATE gOvERNANCE (continued) fit and Proper ANZ has an effective and robust framework in place to ensure that individuals appointed to relevant senior positions within the APRA regulated entities of the Group have the appropriate fitness and propriety to properly discharge their prudential responsibilities on appointment and during the course of their appointment. The framework, set out in ANZ’s Fit and Proper Policy for APRA Regulated Entities, addresses the requirements of APRA’s Fit and Proper Prudential Standards. It involves assessments being carried out for each Director, relevant senior executives and the lead partner of ANZ’s external auditor prior to a new appointment to an APRA regulated entity being made. These assessments are carried out against a benchmark of documented competencies which have been prepared for each role, and also involve attestations being completed by each individual, as well as the obtaining of evidence of material qualifications and the carrying out of checks such as criminal record, bankruptcy and regulatory disqualification checks. These assessments are reviewed thereafter on an annual basis. The Governance Committee and the Board have responsibility for assessing the fitness and propriety of the Company’s Non-Executive Directors. The Human Resources Committee has primary responsibility for assessing the fitness and propriety of the Chief Executive Officer and key senior executives, and the Audit Committee carries out assessments of the fitness and propriety of the external auditor. Fit and Proper assessments were successfully carried out in respect of each Non-Executive Director, the Chief Executive Officer, key senior executives and the external auditor during the 2013 financial year. Director Independence Under ANZ’s Board Charter, the Board must include a majority of Non-Executive Directors who satisfy ANZ’s criteria for independence. The Board Charter sets out criteria that are considered in order to determine whether a Non-Executive Director is to be regarded as independent. All Non-Executive Directors are required to notify the Chairman before accepting any new outside appointment. The Chairman will review the proposed new appointment and will consider the issue on an individual basis and, where applicable, also the issue of more than one Director serving on the same outside board or other body. When carrying out the review, the Chairman will consider whether the proposed new appointment is likely to impair the Director’s ability to devote the necessary time and focus to their role as an ANZ Director and, where it will involve more than one ANZ Director serving on an outside board or other entity, whether that would create an unacceptable risk to the effective operation of the ANZ Board. Non-Executive Directors are not to accept a new outside appointment until confirmed with the Chairman who will consult the other Directors as the Chairman deems appropriate. In the 2013 financial year, the Governance Committee conducted its annual review of the criteria for independence against the ASX Governance Principles and APRA Prudential Standards, as well as US director independence requirements. ANZ’s criteria are more comprehensive than those set in many jurisdictions including in particular the additional criteria stipulated specifically for Audit Committee members in the Audit Committee Charter. Further details of the criteria and review process are set out in the Corporate Governance section of ANZ’s website. 58 In summary, a relationship with ANZ is regarded as material if a reasonable person in the position of a Non-Executive Director of ANZ would expect there to be a real and sensible possibility that it would influence a Director’s mind in: } making decisions on matters likely to come regularly before the Board or its Committees; } objectively assessing information and advice given by Management; } setting policy for general application across ANZ; and } generally carrying out the performance of his or her role as a Director. During 2013, the Board reviewed each Non-Executive Director’s independence and concluded that the independence criteria were met by each Non-Executive Director. Directors’ biographies on pages 52 to 55 and on anz.com highlight their major associations outside ANZ. Conflicts of Interest Over and above the issue of independence, each Director has a continuing responsibility to determine whether he or she has a potential or actual conflict of interest in relation to any material matter which relates to the affairs of ANZ. Such a situation may arise from external associations, interests or personal relationships. Under the Directors Disclosure of Interest Protocol and Procedures for Handling Conflicts of Interest, a Director may not exercise any influence over the Board if an actual or potential conflict of interest exists. In such circumstances, unless a majority of other Directors who do not have an interest in the matter resolve to the contrary, the Director may not be present for Board deliberations on the subject, and may not vote on any related Board resolutions. In addition, the Director may not receive relevant Board papers. These matters, should they occur, are recorded in the Board minutes. Independent Advice In order to assist Directors in fulfilling their responsibilities, each Director has the right (with the prior approval of the Chairman) to seek independent professional advice regarding his/her responsibilities, at the expense of ANZ. In addition, the Board and each principal Committee, at the expense of ANZ, may obtain whatever professional advice it requires to assist in its work. Tenure and Retirement ANZ’s Constitution, consistent with the ASX Listing Rules, provides that a Non-Executive Director must seek re-election by shareholders every three years if they wish to continue in their role as a Non-Executive Director. In addition, ANZ’s Board Renewal and Performance Evaluation Protocol confirms that Non-Executive Directors will retire once they have served a maximum of three 3-year terms after first being elected by shareholders, unless invited by the Board to extend their tenure due to special circumstances. Continuing Education ANZ Directors take part in a range of training and continuing education programs. In addition to a formal induction program (see page 57), Directors also receive regular bulletins designed to keep them abreast of matters relating to their duties and responsibilities as Directors. Each Committee also conducts its own continuing education sessions from time to time as appropriate. Internal and/or external experts are engaged to conduct all education sessions. Directors also receive regular business briefings at Board meetings. These briefings are intended to provide Directors with information on each area of ANZ’s business, in particular regarding performance, key issues, risks and strategies for growth. In addition, Directors have the opportunity to participate in site visits from time to time. Access in relation to Directors Management is able to consult Directors as required. Employees have access to the Directors directly or through the Company Secretary. Shareholders who wish to communicate with the Directors may direct correspondence to a particular Director, or to the Non-Executive Directors as a whole. Directors have unrestricted access to Management and, in addition to the regular presentations made by Management to Board and Board Committee meetings, Directors may seek briefings or other additional information from Management on specific matters where appropriate. The Company Secretary also provides advice and support to the Directors as required. Role of Company Secretary The Board is responsible for the appointment of ANZ’s Company Secretaries. The Board has appointed two Company Secretaries. The Group General Counsel provides legal advice to the Board as and when required. He works closely with the Chair of the Governance Committee and the Company Secretary to develop and maintain ANZ’s corporate governance principles, and is responsible to the Board for the Company Secretary’s Office function. The Company Secretary is responsible for the day-to-day operations of the Company Secretary’s Office including lodgements with relevant Securities Exchanges and other regulators, the administration of Board and Board Committee meetings (including preparation of meeting minutes), the management of dividend payments and associated share plans, and oversight of the relationship with ANZ’s Share Registrar. Profiles of ANZ’s Company Secretaries can be found in the Directors’ Report on pages 9 to 10. Performance Evaluations Non-Executive Directors The framework used to evaluate the performance of Non-Executive Directors is based on the expectation that they are performing their duties: } in the interests of shareholders; } in a manner that recognises the great importance that ANZ places on the values of honesty, integrity, quality and trust; } in accordance with the duties and obligations imposed upon them by ANZ’s Constitution, ANZ’s Non-Executive Directors Code of Conduct and Ethics, and the law; and } having due regard to ANZ’s corporate sustainability objectives, and the importance of ANZ’s relationships with all its stakeholders and the communities and environments in which ANZ operates. The performance criteria also take into account the Non-Executive Director’s contribution to: } charting the direction, strategy and financial objectives of ANZ; } monitoring compliance with regulatory requirements and ethical standards; } monitoring and assessing Management’s performance in achieving strategies and budgets approved by the Board; } setting criteria for and evaluating the Chief Executive Officer’s performance; and } the regular and continuing review of executive succession planning and executive development activities. The performance evaluation process is set out in ANZ’s Board Renewal and Performance Evaluation Protocol. Performance evaluations of the Non-Executive Directors are conducted in two ways: } Annual review – on an annual basis, or more frequently if appropriate, the Chairman has a one-on-one meeting with each Non-Executive Director specifically addressing the performance criteria including compliance with the Non-Executive Directors Code of Conduct and Ethics. To assist the effectiveness of these meetings, the Chairman is provided with objective information about each Director (e.g. number of meetings attended, Committee memberships, other current directorships/roles etc) and a guide for discussion to ensure consistency. When considering the Director’s meeting attendance record during the previous year and also their other roles outside ANZ, the Chairman reviews generally whether the Director has sufficient time to properly carry out their duties as an ANZ Director and more specifically whether they are making a sufficient time commitment to their role at and outside meetings. A report on the outcome of these performance evaluations is provided to the Governance Committee and to the Board; and } Re-election statement – when nominating for re-election, Non-Executive Directors are given the opportunity to submit a written or oral statement to the Board setting out their reasons for seeking re-election. In the Non-Executive Director’s absence, the Board evaluates this statement (having regard to the performance criteria) and also considers their capacity to commit the necessary time to their role as a Director before deciding whether to endorse the relevant Director’s re-election. CORPORATE gOvERNANCE 59 ANZ ANNUAL REPORT 2013 CORPORATE gOvERNANCE (continued) Chairman of the Board An annual review of the performance of the Chairman of the Board is facilitated by the Chair of the Governance Committee who seeks input from each Director individually on the performance of the Chairman of the Board against the competencies for the Chairman’s role approved by the Board. Senior Management Details of how the performance evaluation process is undertaken by the Board in respect of the Chief Executive Officer and other key Senior Management, including how financial, customer, operational and qualitative measures are assessed, are set out in the Remuneration Report on pages 30 to 39. The Chair of the Governance Committee collates the input in order to provide an overview report to the Governance Committee and to the Board, as well as feedback to the Chairman of the Board. The Board On a periodic basis, the performance of the Board is assessed using an independent external facilitator. The facilitator seeks input from each Director and certain members of senior management when carrying out the assessment. The assessment is conducted in accordance with broad terms of reference agreed by the Governance Committee. The results of such assessment are discussed with the Chair of the Governance Committee and together with any recommendations, are presented to the Governance Committee and the Board. The last externally facilitated review took place in 2011, and it is expected that externally facilitated reviews of the Board will occur approximately every three years. The review process in the intervening years (including with respect to the year ended 30 September 2013) is conducted internally based on input sought from each Director and also members of the Management Board, and considers progress against any recommendations implemented arising from the most recent externally facilitated review, together with any new issues that may have arisen. During the year, the Governance Committee considers assessments by a number of independent bodies regarding the Board and its performance. The Chair of the Governance Committee reports any material issues or findings from these evaluations to the Board. Board Committees Each of the principal Board Committees conducts an annual Committee performance self-assessment to review performance using Guidelines approved by the Governance Committee. The Guidelines set out that at a minimum, the self-assessments should review and consider the following: } the Committee’s performance having regard to its role and responsibilities as set out in its Charter; } whether the Committee’s Charter is fit for purpose, or whether any changes are required; and } the identification of future topics for training/education of the Committee. The outcomes of the performance self-assessments are reported to the Governance Committee (or to the Board, if there are any material issues relating to the Governance Committee) for discussion and noting. Review Processes Undertaken Board, Director, Board Committee and relevant Senior Management evaluations in accordance with the above processes have been undertaken in respect of the 2013 financial year. Board Committees As set out on page 56 of this Statement, the Board has the ability under its Constitution to delegate its powers and responsibilities to Committees of the Board. This allows the Board to spend additional and more focused time on specific issues. The Board has five principal Board Committees: Audit Committee, Governance Committee, Human Resources Committee, Risk Committee and Technology Committee. Membership and Attendance Each of the principal Board Committees is comprised solely of independent Non-Executive Directors (a minimum of three is required), has its own Charter and has the power to initiate any special investigations it deems necessary. Board Committee composition is reviewed annually. The Chairman is an ex-officio member of each principal Board Committee but does not chair any of the Committees. The Chief Executive Officer is invited to attend Board Committee meetings as appropriate. His presence is not automatic, however, and he does not attend where his remuneration is considered or discussed, nor does he attend the Non-Executive Director private sessions of Committees unless invited. Non-Executive Directors may attend any meeting of any Committee. Each Board Committee may, within the scope of its responsibilities, have unrestricted access to Management, employees and information it considers relevant to the carrying out of its responsibilities under its Charter. Each Board Committee may require the attendance of any ANZ officer or employee, or request the attendance of any external party, at meetings as appropriate. 60 Under the Committee Charter, all members of the Audit Committee must be appropriately financially literate. Mr Meiklejohn (Chair), Ms Dwyer and Ms Watkins were determined to be ‘financial experts’ during the 2013 financial year under the definition set out in the Audit Committee Charter. While the Board determined that Mr Meiklejohn, Ms Dwyer and Ms Watkins each have the necessary attributes to be a ‘financial expert’ in accordance with the relevant requirements, it is important to note that this does not give rise to Mr Meiklejohn, Ms Dwyer or Ms Watkins having responsibilities additional to those of other members of the Audit Committee. The Audit Committee meets with the external auditor and internal auditor without Management being present. The Chair of the Audit Committee meets separately and regularly with Global Internal Audit, the external auditor and Management. The Deputy Chief Financial Officer is the executive responsible for assisting the Chair of the Committee in connection with the administration and efficient operation of the Committee. Substantive areas of focus in the 2013 financial year included: } Global Internal Audit and External Audit – the Committee approved the annual plans for Global Internal Audit and External Audit and kept progress against those plans under regular review. Adjustments to the Global Internal Audit Plan were made during the year to accommodate changing circumstances, risk profiles and business unit requests; } Accounting and regulatory developments – reports on developments were provided to the Committee outlining relevant changes and implications for ANZ; } Financial Reporting Governance Program – the Committee monitored the financial reporting process and the controls in place to ensure the integrity of the financial statements; } Whistleblowing – the Committee received and reviewed information on disclosures made under ANZ’s Global Whistleblower Protection Policy; and } Charter Review – the Committee reviewed and recommended to the Governance Committee for approval proposed changes to the Audit Committee Charter. Meetings Prior to the commencement of each year, each principal Board Committee prepares a calendar of business which details the items to be included on the agenda for each scheduled Committee meeting in the coming year. In addition, any training/education topics that have been identified as part of the Committee’s annual performance self-assessment process are also included in the calendar. In advance of each Board Committee meeting, at least one planning session is held by the Committee Chair with relevant internal and external stakeholders to ensure that all emerging issues are also captured in the agenda for the forthcoming meeting as appropriate. Minutes from Committee meetings are included in the papers for the following Board meeting. In addition, Committee Chairs update the Board regularly about matters relevant to the Committee’s role, responsibilities, activities and matters considered, discussed and resolved at Committee meetings. When there is a cross-Committee item, the Committees will communicate with each other through their Chairs. Audit Committee The Audit Committee is responsible for reviewing: } ANZ’s financial reporting principles and policies, controls and procedures; } the effectiveness of ANZ’s internal control and risk management framework; } the work of Global Internal Audit which reports directly to the Chair of the Audit Committee (refer to Global Internal Audit on page 64 for more information); } reports from major subsidiary audit committees; } prudential supervision procedures required by regulatory bodies to the extent relating to financial reporting; } the integrity of ANZ’s financial statements and the independent audit thereof, and compliance with related legal and regulatory requirements; and } any due diligence procedures. The Audit Committee is also responsible for: } the appointment, annual evaluation and oversight of the external auditor, including reviewing their independence, fitness and propriety and qualifications; } compensation of the external auditor; } where deemed appropriate, replacement of the external auditor; and } reviewing the performance and remuneration of the Group General Manager, Global Internal Audit and making recommendations to the Board as appropriate. CORPORATE gOvERNANCE 61 ANZ ANNUAL REPORT 2013 CORPORATE gOvERNANCE (continued) Governance Committee The Governance Committee is responsible for: } identifying and recommending prospective Board members and ensuring appropriate succession planning for the position of Chairman (see page 57); } ensuring there is a robust and effective process for evaluating the performance of the Board, Board Committees and Non-Executive Directors (see pages 59 to 60); } monitoring the effectiveness of the Gender Balance and Diversity Policy to the extent it relates to Board diversity and reviewing and approving measurable objectives for achieving gender diversity on the Board (see page 57); } ensuring an appropriate Board and Board Committee structure is in place; } reviewing and approving the Charters for each Board Committee except its own, which is reviewed and approved by the Board; } reviewing the development of and approving corporate governance policies and principles applicable to ANZ; and } approving corporate sustainability objectives for ANZ, and reviewing progress in achieving them. The Group General Counsel is the executive responsible for assisting the Chair of the Committee in connection with the administration and efficient operation of the Committee. Substantive areas of focus in the 2013 financial year included: } Board succession planning – the Committee monitored the process in place to identify potential candidates to replace the Non-Executive Directors who are scheduled to retire in late 2013 (together with the succession planning process for the Chairman of the Board). Mr Liebelt was appointed as a Non-Executive Director with effect from 1 July 2013; } Diversity – the Committee reviewed progress against the measurable objective for Board gender diversity set for 2012/2013 and approved a new objective; } Board governance framework – the Committee conducted its annual review of the Board’s governance framework and principles including in relation to Board composition and size, Director tenure, outside commitments, Board and Committee education, nomination procedures and Director independence criteria; } Performance evaluation processes – the Committee reviewed existing processes relating to the annual performance reviews of the Board, Chairman of the Board, Non-Executive Directors and Board Committees; } Board and Committee performance evaluations – the Committee reviewed the major themes arising from the annual Board performance review process and received a report on the outcome of the Board Committee review process; and } Review and approval of Group policies – the Committee reviewed and, where appropriate, approved amendments to existing Group policies including the Continuous Disclosure Policy, Board Renewal and Performance Evaluation Protocol, Fit and Proper Policy, and Director Independence Criteria. Human Resources Committee The Human Resources Committee assists and makes recommendations to the Board in relation to remuneration matters and senior executive succession, including for the Chief Executive Officer. The Committee also assists the Board by reviewing and approving certain policies, as well as monitoring performance with respect to health and safety issues and diversity (excluding Board diversity which is monitored by the Governance Committee). The Committee is responsible for reviewing and making recommendations to the Board on: } remuneration matters relating to the Chief Executive Officer (details in the Remuneration Report on pages 28 to 50); } remuneration matters, including incentive arrangements, for other Board Appointees (other than the Group General Manager, Global Internal Audit); } the design of remuneration structures and significant incentive plans; and } the Group’s Remuneration Policy. In addition, the Committee considers and approves the appointment of Board Appointees (other than the Group General Manager, Global Internal Audit), approves clawback processes and outcomes, reviews senior executive succession plans, and monitors the effectiveness of ANZ’s health and safety, culture, engagement and diversity programs. The Group Managing Director, Human Resources is the executive responsible for assisting the Chair of the Committee in connection with the administration and efficient operation of the Committee. ANZ Board Committee Memberships – as at 30 September 2013 Audit Governance Human Resources Risk Technology Mr D E Meiklejohn FE, C Mr P A F Hay C Ms A M Watkins C Mr I J Macfarlane C Dr G J Clark C Ms P J Dwyer FE Mr I J Macfarlane Dr G J Clark Mr P A F Hay Ms A M Watkins Ms P J Dwyer Dr G J Clark Ms P J Dwyer Mr Lee Hsien Yang Mr G R Liebelt Mr I J Macfarlane Mr J P Morschel (ex officio) Mr P A F Hay Mr Lee Hsien Yang Mr D E Meiklejohn Ms A M Watkins FE Mr J P Morschel (ex officio) C – Chair FE – Financial Expert 62 Mr Lee Hsien Yang Mr G R Liebelt Mr J P Morschel (ex officio) Mr G R Liebelt Mr D E Meiklejohn Mr J P Morschel (ex officio) Mr J P Morschel (ex officio) Substantive areas of focus in the 2013 financial year included: } Management roles and performance – the Committee reviewed the performance of the Chief Executive Officer, the Chief Executive Officer’s direct reports and other key roles, and the succession plans in place for Management Board and business critical roles; } Regulatory changes – the Committee closely monitored regulatory developments and the implications for ANZ both in Australia and globally; } Fitness and propriety – the Committee completed fit and proper assessments for all existing and new Board Appointees; } Remuneration – the Committee conducted an annual review of remuneration for Non-Executive Directors and also reviewed the compensation structure for the Chief Executive Officer and Senior Management. The Committee also agreed with the Board the contractual arrangements for a number of senior appointments and departures at Board Appointee level; } Remuneration Policy – the Committee reviewed ANZ’s Remuneration Policy to ensure it remains appropriate for its intended purpose; } Health, Safety and Diversity – the Committee received reports on health and safety performance and related initiatives, and reviewed ANZ’s diversity strategy and performance towards stated targets; and } Employee Engagement and Culture – the Committee reviewed the annual employee engagement results and action plan and also the cultural alignment with ANZ Strategy and Values. For more details on the activities of the Human Resources Committee, please refer to the Remuneration Report on pages 28 to 50. Risk Committee The Board is principally responsible for approving the Group’s risk appetite and risk tolerance, related strategies and major policies, for the oversight of policy compliance, and for the effectiveness of the risk and compliance management framework that is in place. The purpose of the Risk Committee is to assist the Board in the effective discharge of its responsibilities for business, market, credit, equity and other investment, financial, operational, liquidity and reputational risk management and for the oversight of the management of ANZ’s compliance obligations. The Committee is also authorised to approve credit transactions and other related matters beyond the approval discretion of the Chief Risk Officer. The Chief Risk Officer is the executive responsible for assisting the Chair of the Committee in connection with the administration and efficient operation of the Committee. Substantive areas of focus in the 2013 financial year included: } Regulatory change – the Committee monitored proposed new regulations, both local and global, including in particular in relation to capital and liquidity requirements for banks; } Credit portfolios – the Committee received regular updates on the quality of ANZ’s credit portfolios and the status of the more significant exposures; } Market, Funding and Liquidity Risk – the Committee received regular updates on the Group’s exposures and responses to changes in market conditions; } Operational Risk and Compliance – the Committee received regular updates on the Group’s approach and policy implementation in response to market developments; and } Business updates – the Committee received updates from businesses across the Group. A risk management and internal control system to manage ANZ’s material business risks is in place, and Management reported to the Board during the year as to the effectiveness of the management of ANZ’s material business risks. In addition, the Board received assurance from the Chief Executive Officer and the Chief Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. For further information on how ANZ manages its risks arising from financial instruments, please see the disclosures in relation to AASB 7 ‘Financial Instruments: Disclosures’ in the notes to the financial statements. Directors’ Meetings The number of Board meetings and meetings of Committees during the year the Director was eligible to attend, and the number of meetings attended by each Director were: Board Audit Committee Governance Committee Human Resources Committee Risk Committee Technology Committee Executive Committee1 Shares Committee1 Committee of the Board1 G J Clark P J Dwyer P A F Hay Lee Hsien Yang G R Liebelt I J Macfarlane D E Meiklejohn J P Morschel M R P Smith A M Watkins A 11 11 11 11 3 11 11 11 11 11 B 10 11 11 11 3 11 11 11 11 11 A 6 6 6 6 6 6 B 6 6 6 6 6 6 A B 4 4 4 4 4 3 4 4 A 5 5 5 5 2 5 5 B 5 5 5 5 2 5 5 A 8 8 8 2 8 8 8 B 8 8 8 2 8 8 8 A 4 4 1 4 4 B 4 4 1 4 4 A B A B 1 3 1 1 1 3 1 1 A 1 2 1 2 1 6 6 6 1 B 1 2 1 2 1 6 6 6 1 Column A – Indicates the number of meetings the Director was eligible to attend. Column B – Indicates the number of meetings attended. The Chairman is an ex-officio member of the Audit, Governance, Human Resources, Risk and Technology Committees. With respect to Committee meetings, the table above records attendance of Committee members. Any Director is entitled to attend these meetings and from time to time Directors attend meetings of Committees of which they are not a member. 1 The meetings of the Executive Committee, Shares Committee and Committee of the Board as referred to in the table above include those conducted by written resolution. CORPORATE gOvERNANCE 63 ANZ ANNUAL REPORT 2013 CORPORATE gOvERNANCE (continued) For further information on risk management governance and ANZ’s approach in relation to risk oversight and the management of material business risks, please see the Corporate Governance section of anz.com. Technology Committee The Technology Committee assists the Board in the effective discharge of its responsibilities in relation to technology and related operations. The Committee is responsible for: } monitoring that appropriate key technology related controls are in place; } approving the technology strategy of ANZ; } making recommendations to the Board regarding and monitoring material technology investments; } reviewing and monitoring the progress of the strategic and operating plans for the management and control of technology activities and services; and } the approval and monitoring of ANZ’s information and technology security strategy. The Chief Information Officer is the executive responsible for assisting the Chair of the Committee in connection with the administration and efficient operation of the Committee. Substantive areas of focus in the 2013 financial year included: } Operational performance and major projects – the Committee reviewed reports on operational performance (including service and systems stability and performance) and monitored the progress of major projects; } Strategy – the Committee received updates on the progress of ANZ’s Technology strategy. During the year the Committee visited the US and met with some of the world’s leading technology- based organisations to discuss the role of technology in driving competitive advantage; } Investment – the Committee reviewed Management’s progress in delivering the business investment agenda; and } Information Security – the Committee monitored the continuing process of improving information security capability to address constantly evolving security threats and increasing regulatory requirements. Additional Committees In addition to the five principal Board Committees, the Board has constituted an Executive Committee and a Shares Committee, each consisting solely of Directors, to assist in carrying out specific tasks. The Executive Committee has the full power of the Board and is convened as necessary between regularly scheduled Board meetings to deal with urgent matters. The Shares Committee has the power to manage on behalf of the Board the issue of shares and options (including under ANZ’s Employee Share Acquisition Plan and Share Option Plan). The Board also forms and delegates authority to ad-hoc Committees of the Board as and when needed to carry out specific tasks. Audit and Financial Governance Global Internal Audit Global Internal Audit is a function independent of Management and its role is to provide the Board and Management with an efficient and independent appraisal of the internal controls established by ANZ’s first (business) and second (Group and Divisional risk and finance functions) lines of defence. Operating under a Board approved Charter, the reporting line for the outcomes of work conducted by Global Internal Audit is directly and solely to the Chair of the Audit Committee, with a direct communication line to the Chief Executive Officer and the external auditor. The Global Internal Audit Plan is developed utilising a risk based approach and is refreshed on a quarterly basis. The Audit Committee approves the plan, the associated budget and any changes thereto. All audit activities are conducted in accordance with ANZ policies and values, as well as local and international auditing standards promulgated by the professional auditing bodies, and the results thereof are reported to the Audit Committee, Risk Committee and Management. These results influence the performance assessment of business heads. Furthermore, Global Internal Audit monitors the remediation of audit issues and highlights the current status of any outstanding audits. External Audit The external auditor’s role is to provide an independent opinion that ANZ’s financial reports are true and fair and comply with applicable regulations. The external auditor performs an independent audit in accordance with Australian Auditing Standards. The Audit Committee oversees ANZ’s Stakeholder Engagement Model for Relationship with the External Auditor. Under the Stakeholder Engagement Model, the Audit Committee is responsible for the appointment (subject to ratification by shareholders) and also the compensation, retention and oversight of the external auditor. The Stakeholder Engagement Model also stipulates that the Audit Committee: } pre-approves all audit, audit related and non-audit services on an engagement by engagement basis or pursuant to specific pre-approval policies adopted by the Committee; } regularly reviews the independence of the external auditor; and } evaluates the effectiveness of the external auditor. The Stakeholder Engagement Model also requires that all services provided by the external auditor, including the non-audit services that may be provided by the external auditor, must be in accordance with the following principles: } the external auditor should not have a mutual or conflicting interest with ANZ; } the external auditor should not audit its own work; } the external auditor should not function as part of Management or as an employee; and } the external auditor should not act as an advocate of ANZ. 64 The Stakeholder Engagement Model, which sets out in detail the types of services the external auditor may and may not provide, can be found on the Corporate Governance section of anz.com. Details of the non-audit services provided by the external auditor, KPMG, during the 2013 financial year, including their dollar value, together with the statement from the Board as to their satisfaction with KPMG’s compliance with the related independence requirements of the Corporations Act 2001, are set out in the Directors’ Report on page 10. In addition, the auditor has provided an independence declaration under Section 307C of the Corporations Act 2001. ANZ requires a two year period before any former partner or employee of the external auditor is appointed as a Director or senior executive of ANZ. The lead partner of the external auditor is required to rotate off the audit after five years and cannot return for a further five years. Certain other senior audit staff are required to rotate off after a maximum of seven years. Any appointments of ex-partners or ex-employees of the external auditor as ANZ finance staff, at senior manager level or higher, must be pre-approved by the Chair of the Audit Committee. financial Controls The Audit Committee oversees ANZ’s financial reporting policies and controls, the integrity of ANZ’s financial statements, the relationship with the external auditor, the work of Global Internal Audit, and the audit committees of various significant subsidiary companies. ANZ maintains a financial governance framework which evaluates the design and tests the operational effectiveness of key financial reporting controls. In addition, half-yearly certifications are completed by Senior Management, including senior finance executives. These certifications comprise representations and questions about financial results, disclosures, processes and controls and are aligned with ANZ’s external obligations. Any material issues arising from the evaluation and testing are reported to the Audit Committee. This process assists the Chief Executive Officer and Chief Financial Officer in making the certifications to the Board under the Corporations Act and ASX Governance Principles as referred to in the Directors’ Report on page 10. Ethical and Responsible Decision-making Codes of Conduct and Ethics ANZ has two main Codes of Conduct and Ethics, the Employee Code and the Non-Executive Directors Code. These Codes provide employees and Directors with a practical set of guiding principles to help them make decisions in their day to day work. Having two Codes recognises the different responsibilities that Directors have under law but enshrines the same values and principles. The Codes embody honesty, integrity, quality and trust, and employees and Directors are required to demonstrate these behaviours and comply with the Codes whenever they are identified as representatives of ANZ. The principles underlying ANZ’s Codes of Conduct and Ethics are: } we act in ANZ’s best interests and value ANZ’s reputation; } we act with honesty and integrity; } we treat others with respect, value difference and maintain a safe working environment; } we identify conflicts of interest and manage them responsibly; } we respect and maintain privacy and confidentiality; } we do not make or receive improper payments, benefits or gains; } we comply with the Codes, the law and ANZ’s policies and procedures; and } we immediately report any breaches of the Codes, the law or ANZ policies and procedures. The Codes are supported by the following detailed policies that together form ANZ’s Conduct and Ethics Policy Framework: } ANZ Anti-Money Laundering and Counter-Terrorism Financing Policy; } ANZ Use of Systems, Equipment and Information Policy; } ANZ Fraud Policy; } ANZ Expenses Policy; } ANZ Equal Opportunity, Bullying and Harassment Policy; } ANZ Health and Safety Policy; } Conflict of Interest Policy; } Trading in ANZ Securities Policy; } Trading in Non-ANZ Securities Policy; } ANZ Anti-Bribery and Anti-Corruption Policy; and } ANZ Whistleblower Protection Policy. Leaders are encouraged to run sessions for new direct reports and ensure they, in turn, brief their teams where required on ANZ’s values and ethical decision making within the team. The sessions are designed to build line manager capability, equipping ANZ leaders and their teams with tools and knowledge to make carefully considered, values-based and ethical business decisions and to create team behaviour standards that are in line with the ANZ Values. Within two months of starting work with ANZ, and thereafter on an annual basis, all employees are required to complete a training course that takes each employee through the eight Code principles and a summary of their obligations under each of the policies in the Conduct and Ethics Policy Framework. Employees are required to declare that they have read, understand and have complied with the principles of the Employee Code, including key relevant extracts of the policies set out above. CORPORATE gOvERNANCE 65 ANZ ANNUAL REPORT 2013 CORPORATE gOvERNANCE (continued) To support the Employee Code of Conduct and Ethics, ANZ’s Performance Improvement and Unacceptable Behaviour Policy sets out the process to be followed to determine whether the Code has been breached and the consequences that should be applied to employees who are found to have breached the Code. Under the ANZ Global Performance Management Framework, any breach of the Code that leads to a consequence (such as a warning) will result in an unacceptable risk/compliance/behaviour flag being given at the time of the performance assessment. A flag must be taken into account when determining an employee’s performance and remuneration outcome and will almost always negatively impact those outcomes for the financial year in question. Directors’ compliance with the Non-Executive Directors Code continues to form part of their annual performance review. Securities Trading The Trading in ANZ Securities Policy prohibits trading in ANZ securities by all employees, Directors and contractors who are aware of information that could be reasonably expected to have a material or significant effect on the price or value of an ANZ security and which is not generally available. The Policy specifically prohibits certain ‘restricted persons’ (which includes ANZ Directors, senior executives and their associates) from trading in ANZ securities during ‘blackout periods’ as defined in the Policy. The Policy also provides that certain types of trading are excluded from the operation of the trading restrictions under the Policy, and for exceptional circumstances where trading may be permitted during a prohibited period with prior written clearance. ANZ Directors are required to obtain written approval from the Chairman in advance before they or their associates trade in ANZ securities. The Chairman of the Board is required to seek written approval from the Chair of the Audit Committee. Senior executives and other restricted persons are also required to obtain written approval before they, or their associates, trade in ANZ securities. The Policy also prohibits employees from hedging interests that have been granted under any ANZ employee equity plan that are either unvested or subject to a holding lock. ANZ Directors and Management Board members are also prohibited from using ANZ securities in connection with a margin loan or similar financing arrangement which may be subject to a margin call or loan-to-value ratio breach. whistleblower Protection The ANZ Global Whistleblower Protection Policy provides a mechanism by which ANZ employees and contractors can raise concerns regarding actual or suspected contraventions of ANZ’s ethical and legal standards without fear of victimisation or disadvantage. Complaints may be made under the Policy to Managers, designated Whistleblower Protection Officers, or via an independently managed Whistleblower hotline. Commitment to Shareholders Shareholders are the owners of ANZ and the approaches described below are enshrined in ANZ’s Shareholder Charter, a copy of which can be found on the Corporate Governance section of anz.com. Communication In order to make informed decisions about ANZ, and to communicate views to ANZ, it is important for shareholders to have an understanding of ANZ’s business operations and performance. ANZ encourages shareholders to take an active interest in ANZ, and seeks to provide shareholders with quality information in a timely fashion through ANZ’s reporting of results, the Annual Report, the Shareholder Review, announcements and briefings to the market, half yearly newsletters and via its dedicated shareholder site on anz.com. ANZ strives for transparency in all its business practices, and recognises the impact of quality disclosure on the trust and confidence of shareholders, the wider investor market and the community. To this end, ANZ, outside of its scheduled results announcements, issued additional Trading Updates to the market during the 2013 financial year. Should shareholders require any information, contact details for ANZ and its Share Registrar are set out in ANZ’s Annual Report, the 2013 Shareholder Review, the half yearly shareholder newsletter and the Shareholder centre section of anz.com. Meetings To allow as many shareholders as possible to have an opportunity to attend shareholder meetings, ANZ rotates meetings around capital cities and makes them available to be viewed online using webcast technology. Further details on meetings and presentations held throughout this financial year are available on anz.com > About us > Shareholder centre > Menu > Investor guide > Investor presentations. Prior to the Annual General Meeting, shareholders are given the opportunity to submit any questions they have for the Chairman or Chief Executive Officer to enable key common themes to be considered. The external auditor is present at ANZ Annual General Meetings and available to answer shareholder questions on any matter that concerns them in their capacity as auditor. Directors are also required to attend the Annual General Meeting each year, barring unusual circumstances, and be available afterwards to meet with and answer questions from shareholders. Shareholders have the right to vote on various resolutions related to company matters. Shareholders are encouraged to attend and participate in meetings but, if shareholders are unable to attend a meeting, they can submit their proxies via post or electronically. Where votes are taken on a poll, which is usual ANZ practice, shareholders are able to cast their votes on a confidential basis. ANZ appoints an independent party to verify the results, normally KPMG, which are reported as soon as possible to the ASX and posted on anz.com. 66 Continuous Disclosure ANZ’s practice is to release price-sensitive information to the ASX in a timely manner as required under the ASX Listing Rules and then to all relevant overseas Securities Exchanges on which ANZ’s securities are listed, and to the market and community generally through ANZ’s media releases, website and other appropriate channels. Through ANZ’s Continuous Disclosure Policy, ANZ demonstrates its commitment to achieving best practice in terms of disclosure by acting in accordance with the spirit, intention and purposes of the applicable regulatory requirements and by looking beyond form to substance. The Policy reflects relevant obligations under applicable securities exchange listing rules and legislation. For disclosure purposes, price-sensitive information is information that a reasonable person would expect to have a material effect on the price or value of ANZ’s securities. Designated Disclosure Officers have responsibility for reviewing proposed disclosures and making decisions in relation to what information can be or should be disclosed to the market. Each ANZ employee is required to inform a Disclosure Officer regarding any potentially price-sensitive information concerning ANZ as soon as they become aware of it. A committee of senior executives (the Continuous Disclosure Review Sub-Committee) also meets on a regular basis to review the effectiveness of ANZ’s systems and procedures for achieving compliance with applicable regulatory requirements in relation to the disclosure of price-sensitive information. This Sub-Committee reports to the Governance Committee of the Board on an annual basis. Corporate Sustainability ANZ aims to be a role model for responsible business growth and behaviour as it pursues its goal of becoming a super regional bank. ANZ’s purpose is to achieve sustainable growth and prosperity for its customers, shareholders and people and the communities in which ANZ operates. ANZ’s well established Corporate Sustainability Framework, launched in 2009, supports its purpose. During 2013, ANZ reviewed its Corporate Sustainability Framework, taking into account issues of importance to ANZ and its stakeholders and the areas in which it can achieve greatest impact. Following review, ANZ’s realigned framework distinguishes between ‘Enhanced Value’ – areas of the sustainability agenda distinctive to ANZ that could offer competitive advantage – and fundamental responsibilities that determine ANZ’s ‘Licence to Operate’. Enhanced Value contributes to ANZ’s commercial value and is delivered through: } Sustainable development – integrating social and environment considerations into business decisions, products and services to help customers achieve their sustainability ambitions and deliver long term value for stakeholders. Working with institutional and commercial clients in this way benefits ANZ customers, strengthens business relationships and opportunities and reduces ANZ’s reputational and commercial risk. } Diversity and inclusion – building the most diverse and inclusive workforce of any major bank in the region. ANZ employees come from more than 230 different cultural backgrounds. Diversity assists ANZ to innovate, identify new markets, connect with customers effectively and make better, more informed decisions. } Financial inclusion and capability – building the financial capability of people across the region to promote financial inclusion and progression of individuals and communities. Delivery of financial education programs to the employees of ANZ institutional and commercial clients strengthens business relationships and opportunities. Delivery to low income and excluded groups in many of the countries in which ANZ operates supports business expansion plans as financial inclusion and building financial capability is a policy aim of many governments. Financially capable retail customers hold more financial products. ANZ’s Licence to Operate activities include commitments to ensuring that ANZ’s customers, people and suppliers, and the communities and environment in which it operates, are treated in a manner befitting a responsible corporate citizen. The Corporate Sustainability and Diversity Committee is chaired by the Chief Executive Officer. It provides strategic leadership on ANZ’s corporate sustainability agenda and monitors progress and results. The Committee reports to the Management Board and Board Governance Committee. Each year, ANZ sets public targets and a business-wide program of work to respond to key issues and opportunities. This year ANZ achieved or made strong progress on 80% of its public targets. Detail is reported in ANZ’s 2013 Shareholder Review and 2013 Corporate Sustainability Review. In 2013 ANZ was again assessed the global banking sector leader in the Dow Jones Sustainability Index (DJSI). This is the sixth year in the past seven that ANZ has received this assessment. The Dow Jones Sustainability Index assessment tracks the approach and performance of companies across a broad range of criteria such as corporate governance, risk management, codes of conduct and compliance, environmental management and reporting, products and services, brand management, HR practices and policies, stakeholder engagement and community investment. ANZ performed strongly across all criteria, with particularly notable ratings for risk and brand management, policies and initiatives to create a diverse and highly engaged workforce and investment in building financial capability and inclusion in Australia, New Zealand and Asia-Pacific. ANZ keeps interested stakeholders abreast of sustainability developments through a monthly e-bulletin, and annual and interim Corporate Sustainability reporting. ANZ follows the guidelines of the Global Reporting Initiative for its full online corporate sustainability reporting. Detailed information on ANZ’s approach and results is available on anz.com > About us > Corporate Responsibility. CORPORATE gOvERNANCE 67 ANZ ANNUAL REPORT 2013 CORPORATE GOVERNANCE (continued) Diversity at ANZ Gender Balance and Diversity at ANZ Having the best connected and most respected workforce is a key ‘people’ foundation for achieving ANZ’s goals. ANZ is focused on attracting, valuing and capitalising on the inherent strength of a vibrant, diverse and inclusive team to innovate, connect with customers and make better, more informed decisions for its business. Gender Balance at Board, Senior Executive and Management Levels ANZ’s Board currently comprises ten Directors including two women – 20% of the Board. This figure will increase to 25% following the retirement of two Non-Executive Directors at the time of the 2013 AGM at which point the Board will comprise eight Directors. Ms Watkins and Ms Dwyer joined the Board as Non-Executive Directors in November 2008 and April 2012 respectively. Ms Watkins is Chair of the Human Resources Committee and a member of the Audit Committee and Governance Committee. Ms Dwyer is a member of the Audit Committee, Risk Committee and Human Resources Committee. The Board has a tenure policy which limits the period of service of a Non-Executive Director to three 3-year terms after first being elected by shareholders unless invited by the Board to extend their tenure due to special circumstances. In accordance with this policy, Mr Meiklejohn and Dr Clark will retire at the time of the 2013 AGM and Mr Morschel will retire following completion of the succession process relating to the Chairman of the Board. The objective previously set by the Board in relation to Board gender diversity was that the new Directors appointed to replace the retiring Directors would include at least one woman. This objective has been achieved as evidenced by the appointment of Ms Dwyer in April 2012. The Board has now set a new objective which is to increase the number of women on the Board over time as vacancies arise following completion of the current succession process. ANZ has three women on its Management Board: the CEO Global Wealth & Group Managing Director Marketing, Innovation & Digital; the Chief Information Officer; and the Group Managing Director Human Resources. At Senior Executive and Executive levels, 22.2% of leadership positions are held by women. Overall representation of women in management remains relatively steady at 38.7% (including those on Parental Leave), and 44.3% in ANZ’s Australia Division. A low employment growth environment, together with challenges accessing balanced candidate pools in some geographic and some business areas has slowed ANZ’s progress in achieving its targets, however improvements in particular occurred at senior management from 28.1% to 30.6%. Targets and Progress for Improving Outcomes in Gender Equality Annual public targets have been set for women in management since 2004. Progress and results for 2013 are set out below including a more detailed breakdown on progress in ANZ’s Senior Executive and Executive ranks, in line with work undertaken by the Male Champions of Change initiative to improve the consistency and detail of reporting on women in management in Australia. These senior roles typically involve leading countries, large businesses, operations or projects, and/or strategy, policy and governance in specific areas for the Group. Group Senior Executives and Executives1 • CEO-1: Direct reports to the CEO • CEO-2: Direct reports to CEO-1 • CEO-3: All other Group 1 Senior Executives • CEO-4: All other Group 2 Executives Senior Manager2 Manager3 Total women in management4 Non-Management5 ANZ Overall Notes 2012 Baseline 2013 Target (excludes employees on Parental Leave) 23.9% 24.9% 29.1% 40.6% 38.8% 28.1% 39.7% 37.8% 64.4% 54.2% 2013 Actual % of women* 2013 Actual number of women* 2014 Target* 22.2% 23.1% 30.9% 20.8% 21.4% 30.6% 40.6% 38.7% 64.6% 54.6% 190 3 25 20 142 604 6,457 7,251 18,968 26,219 39.7% * Includes employees on Parental Leave. Parental Leave data is available for Australia, New Zealand and Bangalore employees only. 1 Senior Executives and Executives comprise persons holding roles within ANZ designated as Group 1 and 2 respectively. 2 Senior Manager comprises persons holding roles within ANZ designated as Group 3. 3 Manager comprises persons holding roles within ANZ designated as Group 4. 4 Total women in management represents all roles within ANZ designated as Group 1 to 4. 5 Non-Management comprises persons holding roles within ANZ designated as Group 5 and 6. 68 Leadership, Governance and Accountability The ANZ Chairman is actively involved in the Australian Institute of Company Directors Chairmen’s Mentoring Program to advance more women into Board positions. CEO Michael Smith is a member of the Male Champions of Change program convened by the Australian Sex Discrimination Commissioner, Elizabeth Broderick, in April 2010. The program encourages and supports male CEOs and Directors to use their individual and collective influence to ensure the issues of gender equality and women’s representation in leadership are elevated on the national Australian business agenda. The Human Resources Committee plays an important role in relation to ANZ’s people strategy, remuneration strategy and approach to gender balance and diversity. This includes annual reviews of progress on gender balance and diversity priorities (other than gender diversity matters in connection with the Board, which are the responsibility of the Governance Committee), succession planning and overall representation of women in management. The Human Resources Committee also reviews annual performance and remuneration outcomes to ensure there is no unconscious or systemic bias in related processes and outcomes. Management Board sets annual CEO and Group shared targets for improving the representation of women in management, and creating a vibrant, diverse and inclusive culture. Progress is reviewed monthly and results inform performance bonus outcomes. The Corporate Sustainability and Diversity Committee which is chaired by the CEO and meets five times per year is responsible for advising the ANZ Board and Management Board on corporate sustainability and diversity, setting diversity strategies, policies and targets and monitoring progress. In 2013, the Committee determined that ‘Building the most diverse and inclusive workforce in our region’ should be one of three sustainability priorities to be pursued by ANZ over the coming years. Building a Vibrant, Diverse and Inclusive Workforce ANZ has prioritised building a vibrant, diverse and inclusive work environment for all employees regardless of gender, age, ethnicity, cultural background, disability, religion, sexual orientation, marital status and caring responsibilities. In 2013, ANZ conducted a comprehensive review of its workforce diversity. The survey revealed that ANZ employees come from more than 230 different cultural backgrounds, 43% identify with an Asian cultural background and, regardless of gender or other diversity grouping, there are no material differences in levels of engagement. Globally, 88% of employees agreed or strongly agreed that their manager treats them with respect, while 89% agreed or strongly agreed ANZ is creating a workforce that is open and accepting of individual difference. Progress on 2013 publicly stated gender balance and diversity goals Status Improve employee engagement to at least 73%, with a long term target of 83%. Partially achieved1 Improve perceptions of ‘values-based leadership’ amongst ANZ employees to at least 70%, with a long term target of 80%. Achieved Achieve a 1% increase in the representation of women in management in 2013, with a medium term goal of 40% and a long term target of 45% representation. Did not achieve Achieve gender balance and greater cultural diversity in ANZ’s key recruitment, talent development and learning programs. Play a leadership role in advancing women in society and improving cultural diversity in business through high profile business, government and community partnerships. Provide 230 positions to people from traditionally excluded groups and disadvantaged backgrounds through ANZ’s traineeships, graduate program and permanent employment. Develop and commence implementation of a global approach to improving age diversity across ANZ’s business. Achieved Achieved Achieved In progress Publicly report outcomes of ANZ’s current Reconciliation Action Plan and Disability Action Plan. Partially achieved2 1 ANZ achieved an improvement in employee engagement to 72%, on track for ANZ’s long term target. 2 ANZ reported on its Accessibility and Inclusion Plan (formerly Disability Action Plan) in May 2013. ANZ will refresh its Indigenous Action Plan (formerly Reconciliation Action Plan) in December 2013, reporting on outcomes achieved through the current plan. Prevention of Sex-Based Harassment and Discrimination ANZ reviews its Equal Employment Opportunity (EEO) policies and training annually to ensure they are up-to-date and proactively educating employees and their managers on harassment, bullying and victimisation for sex-based issues. All ANZ employees are required to complete EEO training on an annual basis, and reported incidents related to sexual harassment, bullying and victimisation for sex-based issues are carefully tracked and managed. Recruitment, Progression and Development Practices ANZ aims to achieve gender balance and diversity in its key recruitment, talent development and learning programs to ensure it is building a strong pipeline of men and women leaders for the future. For example, ANZ’s 2014 graduate intake is 50% women and 24% of the total intake speaks an Asian language; one graduate has a self-disclosed disability and four graduates are from an Indigenous background. ANZ’s latest intake of the Generalist Banker accelerated development program has 45% women and 73% of all participants speak an Asian language. Of the participants in the Building Enterprise Talent program, 50% are women and 60% of all participants have had more than three years international experience. 45% of participants in the Leadership Pathway training programs are women. CORPORATE GOVERNANCE 69 ANZ ANNUAL REPORT 2013 Community Investment ANZ has made a long term public commitment to invest in the communities in which it operates and contributed around $15.1 million in cash, time and in-kind services during the year ended 30 September 2013. Adding ‘foregone revenue’ such as the cost of providing low or fee free accounts to government benefit recipients, ANZ’s total contribution amounted to over $65.1 million. Building financial inclusion and capability is a key element of ANZ’s Corporate Sustainability framework, targeting especially those in disadvantaged communities who are most at risk of financial exclusion. For this reason approximately $4.7 million was invested in programs designed to build money management skills and savings: Saver Plus, MoneyMinded and MoneyBusiness. MoneyMinded is the most widely used financial literacy program in Australia. In 2013 MoneyMinded received a MoneySmart Award for “Outstanding Achievement” in the Community category, reflecting its effectiveness and the success of the corporate and community partnership approach to program delivery. MoneyMinded has been adapted for use in Asia and the Pacific and is now delivered in 17 countries in which ANZ operates. RMIT University estimates that since 2003, more than 240,000 people have completed MoneyMinded. ANZ supports many community causes and organisations through its Giving, Investing, Volunteering and Emergency (GIVE) program. This highlights the ways ANZ contributes to local communities by giving donations to charities, investing in partnerships with community organisations, volunteering skills and time to support community causes and responding to emergencies through supporting disaster relief and recovery activities. This year ANZ contributed over $900,000 to communities affected by natural disasters in the locations in which it operates. ANZ offers all staff at least one day of paid volunteer leave per year to make a difference in their local communities. In the past year, ANZ staff volunteered more than 89,000 hours. A number of staff contribute to non-profit organisations through workplace giving, which ANZ matches dollar for dollar. Further details can be accessed at anz.com/cr. Political Donations For the year to 30 September 2013, ANZ donated $150,000 to the Liberal Party of Australia and $75,000 to the Australian Labor Party. CORPORATE gOvERNANCE (continued) Pay Equity ANZ tracks progress in achieving pay equity across the organisation. The gender pay differential between males and females (based on like-for-like job size) continues to be minimal, with further reductions achieved in 2013. Annual reviews of ANZ’s performance and remuneration outcomes occur to ensure balance and parity, with absolute performance outcomes and relative performance assessments (which inform remuneration outcomes) being equitably applied between males and females. Parental Leave and flexible work Arrangements ANZ offers flexible work arrangements, breaks from work and other support in special circumstances to help balance life priorities with work and to manage careers. Considerable work was completed in 2013 to enhance ANZ’s flexible working policies and support resources, and build awareness and profile of key leaders (male and female) who are role models of flexible working. The 2013 employee survey showed that 82% of employees believe ANZ supports their efforts to balance their work and personal commitments. Recognition and Support for Equality and Inclusion in ANZ’s Communities In 2013 ANZ was again assessed by the Dow Jones Sustainability Index as the leading bank globally, including specific recognition for its gender balance and diversity progress. ANZ also continues to be recognised as an Employer of Choice for Women by WGEA – the Australian Government’s Workplace Gender Equality Agency. In New Zealand ANZ was recognised by the United Nations Women National Committee for excellence in Equal Opportunity and Non-discrimination. ANZ partners and/or participates in the Male Champions of Change initiative; Chief Executive Women; and Melbourne Business School’s Gender Equality Project. ANZ is a founding member of the annual Sustaining Women in Business conference and the Diversity Council of Australia; a member of Pride in Diversity and the Australian Network on Disability; and it supports the Australian Government’s ‘Racism, it stops with me’ program. future Goals Building the most diverse and inclusive workforce of any major bank in our region. 2014 Gender Balance, Diversity and Inclusion Goals: Improve employee engagement to at least 74%. Improve perceptions of ‘values-based leadership’ amongst ANZ employees to at least 73%. Increase the representation of women in management by 1% and achieve gender balance in ANZ’s key recruitment, talent and leadership programs. Employ 230 people through ANZ’s traineeships, graduate program and permanent employment from disadvantaged and under-represented groups to enhance diversity and support economic and social inclusion in ANZ’s communities. Achieve 80% favourable perceptions of ‘Involvement and Empowerment’ in ANZ’s employee survey as a measure of ANZ’s progress in building a diverse and inclusive workforce. 70 SECTION 2 financial Statements Income Statement Statement of Comprehensive Income Balance Sheet Cash Flow Statement Statement of Changes in Equity Notes to the financial Statements 1 Significant Accounting Policies 2 Critical Estimates and Judgements Used Income Tax Expense in Applying Accounting Policies 3 Income 4 Expenses 5 Compensation of Auditors 6 7 Dividends 8 Earnings per Ordinary Share 9 Liquid Assets 10 Due from Other Financial Institutions 11 Trading Securities 12 Derivative Financial Instruments 13 Available-for-sale Assets 14 Net Loans and Advances 15 Impaired Financial Assets 16 Provision for Credit Impairment 17 Shares in Controlled Entities and Associates 18 Tax Assets 19 Goodwill and Other Intangible Assets 20 Other Assets 21 Premises and Equipment 22 Due to Other Financial Institutions 23 Deposits and Other Borrowings 24 Income Tax Liabilities 72 72 73 74 75 76 78 78 89 91 92 93 94 95 96 97 97 97 97 104 105 106 106 108 109 110 111 111 112 113 113 ANZ ANNUAL REPORT 2013 114 114 115 116 118 120 121 25 Payables and Other Liabilities 26 Provisions 27 Bonds and Notes 28 Loan Capital 29 Share Capital 30 Reserves and Retained Earnings 31 Capital Management 32 Assets Charged as Security for Liabilities and Collateral Accepted as Security for Assets 124 33 Financial Risk Management 125 34 Fair Value of Financial Assets and Financial Liabilities 147 155 35 Maturity Analysis of Assets and Liabilities 156 36 Segment Analysis 159 37 Notes to the Cash Flow Statements 161 38 Controlled Entities 162 39 Associates 163 40 Transfers of Financial Assets 164 41 Fiduciary Activities 42 Commitments 164 43 Credit Related Commitments, Guarantees, Contingent Liabilities and Contingent Assets 44 Superannuation and Other Post Employment Benefit Schemes 45 Employee Share and Option Plans 46 Key Management Personnel Disclosures 47 Transactions with Other Related Parties 48 Life Insurance Business 49 Exchange Rates 50 Events since the End of the Financial Year Directors’ Declaration and Responsibility Statement Independent Auditor’s Report 165 168 173 178 182 182 186 186 187 188 SECTION 2 71 ANZ ANNUAL REPORT 2013 FINANCIAL STATEMENTS INCOME STATEMENT FOR THE yEAR ENDED 30 SEPTEMbER Interest income Interest expense Net interest income Other operating income Net funds management and insurance income Share of associates’ profit Operating income Operating expenses Profit before credit impairment and income tax Provision for credit impairment Profit before income tax Income tax expense Profit for the year Comprising: Profit attributable to non-controlling interests Profit attributable to shareholders of the Company Earnings per ordinary share (cents) Basic Diluted Dividend per ordinary share (cents) The notes appearing on pages 78 to 186 form an integral part of these financial statements. Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 28,627 (15,869) 30,538 (18,428) 25,513 (16,149) 27,340 (18,372) 12,758 3,775 1,431 482 18,446 (8,236) 10,210 (1,188) 9,022 (2,740) 6,282 (10) 6,272 231.3 224.4 164 12,110 4,003 1,203 395 17,711 (8,519) 9,192 (1,198) 7,994 (2,327) 5,667 (6) 5,661 213.4 205.6 145 9,364 5,186 203 – 14,753 (6,505) 8,248 (1,132) 7,116 (1,770) 5,346 – 5,346 n/a n/a 164 8,968 5,015 207 – 14,190 (6,715) 7,475 (985) 6,490 (1,615) 4,875 – 4,875 n/a n/a 145 Note 3 4 3 3 3 4 16 6 8 8 7 72 STATEMENT OF COMPREHENSIvE INCOME FOR THE yEAR ENDED 30 SEPTEMbER Profit for the year Other comprehensive income Items that will not be reclassified subsequently to profit or loss Actuarial gain/(loss) on defined benefit plans Income tax on items that will not be reclassified subsequently to profit or loss Actuarial gain/(loss) on defined benefit plans Items that may be reclassified subsequently to profit or loss Foreign currency translation reserve Exchange differences taken to equity Available-for-sale assets Valuation gain/(loss) taken to equity Transferred to income statement Cash flow hedges Valuation gain/(loss) taken to equity Transferred to income statement Share of associates’ other comprehensive income1 Income tax on items that may be reclassified subsequently to profit or loss Foreign currency translation reserve Available-for-sale assets revaluation reserve Cash flow hedge reserve Other comprehensive income net of tax Total comprehensive income for the year Comprising total comprehensive income attributable to: Non-controlling interests Shareholders of the Company Consolidated The Company Note 2013 $m 6,282 2012 $m 5,667 2013 $m 5,346 2012 $m 4,875 44 30 30 30 28 (14) (54) 10 (19) (2) (35) 6 1,712 (416) 234 (174) 13 3 (186) – 18 – (7) 52 1,619 7,901 15 7,886 259 (246) 43 17 (31) (1) (17) (17) (453) 5,214 3 5,211 32 4 (78) 24 – – (20) 16 191 5,537 – 5,537 153 (171) 32 27 – – 4 (17) (175) 4,700 – 4,700 1 Share of associates’ other comprehensive income for 2013 is comprised of available-for-sale assets $18 million (2012: $(28) million), foreign currency translation reserve $(1) million (2012: $1 million) and cash flow hedge reserve $1 million (2012: $(4) million). The notes appearing on pages 78 to 186 form an integral part of these financial statements. FINANCIAL STATEMENTS 73 ANZ ANNUAL REPORT 2013ANZ ANNUAL REPORT 2013 Note Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 9 10 11 12 13 14 17 17 18 18 19 48 20 21 22 23 12 24 24 48 25 26 27 28 29 29 30 30 39,737 22,177 41,288 45,878 28,135 469,295 2,106 – – 4,123 20 721 7,690 32,083 7,574 2,164 36,578 17,103 40,602 48,929 20,562 427,823 1,478 – – 3,520 33 785 7,082 29,895 5,623 2,114 33,838 18,947 31,464 41,011 23,823 372,467 990 71,354 14,955 841 18 936 2,124 – 5,246 983 32,782 14,167 30,490 43,266 17,841 350,060 514 63,660 11,516 897 13 768 1,752 – 3,747 1,534 702,991 642,127 618,997 573,007 36,306 439,674 47,509 – 972 14 32,388 3,511 12,594 1,228 70,376 12,804 657,376 45,615 23,641 871 (907) 21,948 45,553 62 45,615 30,538 397,123 52,639 – 781 18 29,537 3,949 10,109 1,201 63,098 11,914 600,907 41,220 23,070 871 (2,498) 19,728 41,171 49 41,220 34,149 359,013 41,827 64,649 882 12 – – 9,545 825 56,968 12,062 579,932 39,065 23,914 871 (473) 14,753 39,065 – 39,065 28,394 333,536 46,047 57,729 726 12 – – 7,554 745 49,975 11,246 535,964 37,043 23,350 871 (686) 13,508 37,043 – 37,043 bALANCE SHEET AS AT 30 SEPTEMbER Assets Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Net loans and advances Regulatory deposits Due from controlled entities Shares in controlled entities Shares in associates Current tax assets Deferred tax assets Goodwill and other intangible assets1 Investments relating to insurance business Other assets Premises and equipment Total assets Liabilities Due to other financial institutions Deposits and other borrowings Derivative financial instruments Due to controlled entities Current tax liabilities Deferred tax liabilities Policy liabilities External unit holder liabilities (insurance funds) Payables and other liabilities Provisions Bonds and notes Loan Capital Total liabilities Net Assets Shareholders' equity Ordinary share capital Preference share capital Reserves Retained earnings Share capital and reserves attributable to shareholders of the Company Non-controlling interests Total shareholders' equity 1 Excludes notional goodwill in equity accounted entities. The notes appearing on pages 78 to 186 form an integral part of these financial statements. 74 CASH FLOW STATEMENT FOR THE yEAR ENDED 30 SEPTEMbER Consolidated 2013 $m 2012 $m Note The Company 2013 $m 2012 $m Cash flows from operating activities Interest received Interest paid Dividends received Other operating income received Other operating expenses paid1 Income taxes (paid)/refunds received Net cash flows from funds management & insurance business Premiums, other income and life investment deposits received Investment income and policy deposits received/(paid) Claims and policy liability payments Commission expense (paid)/income received Cash flows from operating activities before changes in operating assets and liabilities Changes in operating assets and liabilities arising from cash flow movements (Increase)/decrease in operating assets Liquid assets Due from other financial institutions Trading Securities Loans and advances Net intragroup loans and advances Net cash flows from investments backing policy liabilities Purchase of insurance assets2 Proceeds from sale/maturity of insurance assets Increase/(decrease) in operating liabilities: Deposits and other borrowings2 Due to other financial institutions Payables and other liabilities Changes in operating assets and liabilities arising from cash flow movements Net cash provided by/(used in) operating activities Cash flows from investing activities Available-for-sale assets Purchases Proceeds from sale or maturity Controlled entities and associates Purchased (net of cash acquired) Proceeds from sale (net of cash disposed) Premises and equipment Purchases Proceeds from sale Other assets Net cash provided by/(used in) investing activities Cash flows from financing activities Bonds and notes Issue proceeds Redemptions Loan capital Issue proceeds Redemptions Dividends paid Share capital issues Share buyback 37(A) 37(C) 37(C) Net cash provided by/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year 37(B) 28,752 (16,333) 114 9,616 (7,351) (2,494) 6,093 198 (4,983) (446) 13,166 (72) 674 768 (28,952) – (3,505) 4,341 27,184 3,033 969 4,440 17,606 30,421 (18,827) 80 7,432 (7,890) (2,835) 5,955 78 (4,428) (439) 9,547 435 (4,256) (4,589) (32,748) – (6,917) 7,866 32,630 4,184 209 (3,186) 6,361 25,706 (16,613) 1,340 9,437 (5,874) (2,043) 152 – – 51 27,255 (18,742) 1,437 6,300 (6,509) (2,454) 150 – – 58 12,156 7,495 860 746 (736) (24,295) (3,734) – – 23,668 4,283 929 1,721 13,877 419 (3,886) (2,275) (28,592) (283) – – 30,834 4,836 441 1,494 8,989 (16,320) 10,224 (30,441) 31,200 (12,944) 8,042 (28,558) 28,839 (2) 81 (356) – (1,234) (7,607) (1) 18 (319) 20 (702) (225) (484) 25 (354) – (507) (6,222) (327) 36 (264) – (473) (747) 18,895 (19,773) 24,352 (15,662) 16,658 (15,766) 19,442 (12,038) 1,868 (1,465) (3,226) 30 (425) (4,096) 5,903 41,450 1,670 49,023 2,724 (2,593) (2,219) 60 – 6,662 12,798 30,021 (1,369) 41,450 1,869 (1,465) (3,239) 30 (425) (2,338) 5,317 36,268 1,130 42,715 2,502 (2,121) (2,230) 60 – 5,615 13,857 23,651 (1,240) 36,268 1 During the year, the Group and The Company reclassified on market share purchases used to satisfy equity-settled share-based payments from financing to operating cash flows (2012: $55 million). 2 During the year, the Group reclassified certain transactions undertaken by the Wealth business in relation to investments in securities issued by entities within the Group in order to better reflect the nature of the cash flows for the Group (2012: $1,032 million). The notes appearing on pages 78 to 186 form an integral part of these financial statements. FINANCIAL STATEMENTS 75 ANZ ANNUAL REPORT 2013 STATEMENT OF CHANgES IN EqUIT y FOR THE yEAR ENDED 30 SEPTEMbER Consolidated As at 1 October 2011 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with equity holders in their capacity as equity holders: Dividends paid Dividend income on Treasury shares held within the Group’s life insurance statutory funds Dividend reinvestment plan Transactions with non-controlling interests Other equity movements: Share-based payments/(exercises) OnePath Australia Treasury shares Group share option scheme Group employee share acquisition scheme Transfer of options/rights lapsed As at 30 September 2012 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with equity holders in their capacity as equity holders: Dividends paid Dividend income on Treasury shares held within the Group’s life insurance statutory funds Dividend reinvestment plan Transactions with non-controlling interests Other equity movements: Share-based payments/(exercises) OnePath Australia Treasury shares Group share option scheme Group employee share acquisition scheme Group share buyback Transfer of options/rights lapsed Ordinary share capital $m Preference shares $m 21,343 871 – – – – – 1,461 – – 78 60 128 – – – – – – – – – – – – – Shareholders’ equity attributable to equity holders of the Bank $m 37,906 5,661 (450) 5,211 Retained earnings $m 17,787 5,661 (44) 5,617 Non-controlling interests $m Total shareholders’ equity $m 48 6 (3) 3 37,954 5,667 (453) 5,214 Reserves1 $m (2,095) – (406) (406) (3,702) (3,702) (2) (3,704) – – – (1) 6 – – – (2) 24 – – – – – – 2 24 1,461 (1) 6 78 60 128 – 23,070 871 (2,498) 19,728 41,171 – – – – – 843 – – 7 30 116 (425) – – – – – – – – – – – – – – – 1,600 1,600 6,272 14 6,286 6,272 1,614 7,886 – – – (10) 3 – – – – (2) (4,088) (4,088) 20 – – – – – – – 2 20 843 (10) 3 7 30 116 (425) – – – – – – – – – 49 10 5 15 (1) – – (1) – – – – – – 24 1,461 (1) 6 78 60 128 – 41,220 6,282 1,619 7,901 (4,089) 20 843 (11) 3 7 30 116 (425) – As at 30 September 2013 23,641 871 (907) 21,948 45,553 62 45,615 1 Further information on other comprehensive income is disclosed in note 30 to the financial statements. The notes appearing on pages 78 to 186 form an integral part of these financial statements. 76 The Company As at 1 October 2011 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with equity holders in their capacity as equity holders: Dividends paid Dividend reinvestment plan Other equity movements: Share-based payments/(exercises) Group share option scheme Group employee share acquisition scheme Transfer of options/rights lapsed Ordinary share capital $m Preference shares $m 21,701 871 – – – – 1,461 – 60 128 – – – – – – – – – – Shareholders’ equity attributable to equity holders of the Bank $m 34,379 4,875 (175) 4,700 Retained earnings $m 12,351 4,875 (29) 4,846 Reserves1 $m (544) – (146) (146) – – 6 – – (2) (3,691) – (3,691) 1,461 – – – 2 6 60 128 – As at 30 September 2012 23,350 871 (686) 13,508 37,043 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with equity holders in their capacity as equity holders: Dividends paid Dividend reinvestment plan Other equity movements: Share-based payments/(exercises) Group share option scheme Group employee share acquisition scheme Group share buyback Transfer of options/rights lapsed – – – – – 843 – 30 116 (425) – – – – – – – – – – – – – 212 212 – – – 3 – – – (2) 5,346 (21) 5,325 – (4,082) – – – – – 2 5,346 191 5,537 – (4,082) 843 3 30 116 (425) – As at 30 September 2013 23,914 871 (473) 14,753 39,065 1 Further information on other comprehensive income is disclosed in note 30 to the financial statements. The notes appearing on pages 78 to 186 form an integral part of these financial statements. Non-controlling interests $m Total shareholders’ equity $m – – – – – – – – – – – – – – – – – – – – – – – 34,379 4,875 (175) 4,700 (3,691) 1,461 6 60 128 – 37,043 5,346 191 5,537 – (4,082) 843 3 30 116 (425) – 39,065 FINANCIAL STATEMENTS 77 ANZ ANNUAL REPORT 2013 NOTES TO THE FINANCIAL STATEMENTS 1: Significant Accounting Policies The financial statements of Australia and New Zealand Banking Group Limited (the Company) and its controlled entities (the Group) for the year ended 30 September 2013 were authorised for issue in accordance with the resolution of the Directors on 8 November 2013. The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied by the Company and all Group entities for all years presented in these financial statements. The Company is incorporated and domiciled in Australia. The address of the Company’s registered office is ANZ Centre, Level 9, 833 Collins Street, Docklands, Victoria, Australia 3008. The Company and Group are for-profit entities. A) BASIS Of PREPARATION i) Statement of compliance The financial statements of the Company and Group are general purpose financial statements which have been prepared in accordance with the relevant provisions of the Banking Act 1959, Australian Accounting Standards (AASs) and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. International Financial Reporting Standards (IFRS) are Standards and Interpretations adopted by the International Accounting Standards Board (IASB). IFRS forms the basis of AASs. The Group’s application of AASs ensures that the financial statements of the Company and Group comply with IFRS. ii) Use of estimates and assumptions The preparation of these financial statements requires the use of management judgement, estimates and assumptions that affect reported amounts and the application of accounting policies. Discussion of the critical accounting treatments, which include complex or subjective decisions or assessments, are covered in note 2. Such estimates and judgements are reviewed on an ongoing basis. iii) Basis of measurement The financial information has been prepared in accordance with the historical cost basis except that the following assets and liabilities are stated at their fair value: } derivative financial instruments, including in the case of fair value hedging (refer note 1 (E)(ii)) the fair value adjustment on the underlying hedged exposure; } available-for-sale financial assets; } financial instruments held for trading; and } assets and liabilities designated at fair value through profit and loss. In accordance with AASB 1038 Life Insurance Contracts (AASB 1038), life insurance liabilities are measured using the Margin on Services model. In accordance with AASB 119 Employee Benefits (AASB 119), defined benefit obligations are measured using the Projected Unit Credit Method. iv) Changes in Accounting Policy and early adoptions All new Accounting Standards and Interpretations applicable to annual reporting periods commencing on or before 1 October 2012 have been applied to the Group effective from their required date of application. The initial application of these Standards and Interpretations has not had a material impact on the financial position or the financial results of the Group. 78 There has been no other change in accounting policy during the year. v) Rounding The Company is an entity of the kind referred to in Australian Securities and Investments Commission class order 98/100 dated 10 July 1998 (as amended). Consequently, amounts in the financial statements have been rounded to the nearest million dollars, except where otherwise indicated. vi) Comparatives Certain amounts in the comparative information have been reclassified to conform with current period financial statement presentations. During the current year the reporting treatment of chattel mortgages changed from ‘hire purchase’ to ‘term loans – non housing’ within the net loans and advances balance to better reflect the nature of the asset financing transactions. As a result, 30 September 2012 hire purchase was reduced by $7,100 million; unearned income reduced by $994 million; and term loans – non housing increased by $6,106 million for both the Company and the Group. vii) Principles of consolidation Subsidiaries The consolidated financial statements of the Group comprise the financial statements of the Company and all its subsidiaries where it is determined that there is a capacity to control. Control means the power to govern, directly or indirectly, the financial and operating policies of an entity so as to obtain benefits from its activities. All the facts of a particular situation are considered when determining whether control exists. Control is usually present when an entity has: } power over more than one-half of the voting rights of the other entity; or } power to govern the financial and operating policies of the other entity; or } power to appoint or remove the majority of the members of the board of directors or equivalent governing body; or } power to cast the majority of votes at meetings of the board of directors or equivalent governing body of the entity. In addition, potential voting rights that are presently exercisable or convertible are taken into account in determining whether control exists. In relation to special purpose entities, control is deemed to exist where: } in substance, the majority of the residual risks and rewards from their activities accrue to the Group; or } in substance, the Group controls decision making powers so as to obtain the majority of the risks and rewards from their activities. Further detail on special purpose entities is provided in note 2(iii). The effect of all transactions between entities in the Group is eliminated. Where subsidiaries have been sold or acquired during the year, their operating results have been included to the date of disposal or from the date of acquisition. In the Company’s financial statements investments in subsidiaries are carried at cost less accumulated impairment losses. ANZ ANNUAL REPORT 2013 1: Significant Accounting Policies (continued) Associates The Group applies the equity method of accounting for associates. When a foreign operation is disposed, exchange differences are recognised in the income statement as part of the gain or loss on sale. The Group’s share of results of associates is included in the consolidated income statement. Shares in associates are carried in the consolidated balance sheet at cost plus the Group’s share of changes in post-acquisition net assets less accumulated impairment. Interests in associates are reviewed for any indication of impairment at least at each reporting date. Where an indication of impairment exists the recoverable amount of the associate is determined based on the higher of the associate’s fair value less costs to sell and its value in use. A discounted cash flow (DCF) methodology and other methodologies such as the capitalisation of earnings methodology (CEM) are used to determine the resonableness of the recoverable amount calculation. In the Company’s financial statements, investments in associates are carried at cost less accumulated impairment losses. viii) foreign currency translation functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is the Company’s functional and presentation currency. foreign currency transactions Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities resulting from foreign currency transactions are subsequently translated at the spot rate at reporting date. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different to those at which they were initially recognised or included in a previous financial report, are recognised in the income statement in the period in which they arise. Translation differences on non-monetary items measured at fair value through profit or loss, are reported as part of the fair value gain or loss on these items. Translation differences on non-monetary items measured at fair value through equity, such as equities classified as available-for-sale financial assets, are included in the available-for-sale reserve in equity. Translation to presentation currency The results and financial position of all Group entities (none of which has the currency of a hyperinflationary economy), that have a functional currency different from the Group’s presentation currency, are translated into the Group’s presentation currency as follows: } assets and liabilities are translated at the rates of exchange ruling at reporting date; } revenue and expenses are translated at the average exchange rate for the period, unless this average is not a reasonable approximation of the rate prevailing on transaction date, in which case revenue and expenses are translated at the exchange rate ruling at transaction date; and } all resulting exchange differences are recognised in the foreign currency translation reserve. Goodwill arising on the acquisition of a foreign operation is treated as an asset of the foreign operation and translated at the rate ruling at reporting date. B) INCOME RECOGNITION i) Interest income Interest income is recognised as it accrues using the effective interest rate method. The effective interest rate method calculates the amortised cost of a financial asset or financial liability and allocates the interest income or interest expense over the expected life of the financial asset or financial liability so as to achieve a constant yield on the financial asset or liability. For assets subject to prepayment, expected life is determined on the basis of the historical behaviour of the particular asset portfolio, taking into account contractual obligations and prepayment experience. This is assessed on a regular basis. ii) fee and commission income Fees and commissions received that are integral to the effective interest rate of a financial asset are recognised using the effective interest method. For example, loan origination fees, together with related direct costs, are deferred and recognised as an adjustment to the effective interest rate on a loan once drawn. Fees and commissions that relate to the execution of a significant act (for example, advisory or arrangement services, placement fees and underwriting fees) are recognised when the significant act has been completed. Fees charged for providing ongoing services (for example, maintaining and administering existing facilities) are recognised as income over the period the service is provided. iii) Dividend income Dividends are recognised as revenue when the right to receive payment is established. iv) Leasing income Finance income on finance leases is recognised on a basis that reflects a constant periodic return on the net investment in the finance lease. v) Gain or loss on sale of assets The gain or loss on the disposal of assets is determined as the difference between the carrying amount of the asset at the time of disposal and the proceeds of disposal, net of incremental disposal costs. This is recognised as an item of other income in the year in which the significant risks and rewards of ownership transfer to the buyer. NOTES TO THE FINANCIAL STATEMENTS 79 ANZ ANNUAL REPORT 2013 1: Significant Accounting Policies (continued) C) ExPENSE RECOGNITION i) Interest expense Interest expense on financial liabilities measured at amortised cost is recognised as it accrues using the effective interest rate method. ii) Loan origination expenses Certain loan origination expenses are an integral part of the effective interest rate of a financial asset measured at amortised cost. These loan origination expenses include: } fees and commissions payable to brokers and certain customer incentive payments in respect of originating lending business; and } other expenses of originating lending business, such as external legal costs and valuation fees, provided these are direct and incremental costs related to the issue of a financial asset. Such loan origination expenses are initially recognised as part of the cost of acquiring the financial asset and amortised as part of the effective yield of the financial asset over its expected life using the effective interest rate method. iii) Share-based compensation expense The Group has various equity settled share-based compensation plans. These are described in note 45 and comprise the ANZ Employee Share Acquisition Plan and the ANZ Share Option Plan. ANZ Employee Share Acquisition Plan The fair value of ANZ ordinary shares granted under the Employee Share Acquisition Plan is measured at grant date, using the one-day volume weighted average market price of ANZ shares. The fair value is expensed immediately when shares vest or on a straight-line basis over the relevant vesting period. ANZ Share Option Plan The fair value of share options is measured at grant date, using an option pricing model. The fair value is expensed on a straight-line basis over the relevant vesting period. This is recognised as share-based compensation expense with a corresponding increase in the share options reserve. The option pricing model takes into account the exercise price of the option, the risk-free interest rate, the expected volatility of ANZ’s ordinary share price and other factors. Market vesting conditions are taken into account in estimating the fair value. A deferred share right or a performance right is a right to acquire a share at nil cost to the employee subject to satisfactorily meeting time and/or performance hurdles. For equity grants made after 1 November 2012, any portion of the award which vests may be satisfied by a cash equivalent payment rather than shares at the Board’s discretion. The fair value of deferred share rights or performance rights is determined at grant date using an option pricing model, taking into account market-based performance conditions. The fair value is expensed over the relevant vesting period. This is recognised as share-based compensation expense with a corresponding increase in the share options reserve. Other adjustments Subsequent to the grant of an equity-based award, the amount recognised as an expense is reversed when an employee fails to satisfy the minimum service period specified in the award upon resignation, termination or notice of dismissal for serious misconduct. The expense is not reversed where the award does not vest due to the failure to meet a market-based performance condition. 80 iv) Lease payments Leases entered into by the Group as lessee are predominantly operating leases. Operating lease payments are recognised as an expense on a straight-line basis over the lease term. D) INCOME TAx i) Income tax expense Income tax on earnings for the year comprises current and deferred tax and is based on the applicable tax law in each jurisdiction. It is recognised in the income statement as tax expense, except when it relates to items credited directly to equity, in which case it is recorded in equity, or where it arises from the initial accounting for a business combination, in which case it is included in the determination of goodwill. ii) Current tax Current tax is the expected tax payable on taxable income for the year, based on tax rates (and tax laws) which are enacted at the reporting date, including any adjustment for tax payable in previous periods. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). iii) Deferred tax Deferred tax is accounted for using the comprehensive tax balance sheet method. It is generated by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax base. Deferred tax assets, including those related to the tax effects of income tax losses and credits available to be carried forward, are recognised only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences or unused tax losses and credits can be utilised. Deferred tax liabilities are recognised for all taxable temporary differences, other than those relating to taxable temporary differences arising from goodwill. They are also recognised for taxable temporary differences arising on investments in controlled entities, branches, and associates, except where the Group is able to control the reversal of the temporary differences and it is probable that temporary differences will not reverse in the foreseeable future. Deferred tax assets associated with these interests are recognised only to the extent that it is probable that the temporary difference will reverse in the foreseeable future and there will be sufficient taxable profits against which to utilise the benefits of the temporary difference. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date. The measurement reflects the tax consequences that would follow from the manner in which the Group, at the reporting date, recovers or settles the carrying amount of its assets and liabilities. iv) Offsetting Current and deferred tax assets and liabilities are offset only to the extent that they relate to income taxes imposed by the same taxation authority, there is a legal right and intention to settle on a net basis and it is allowed under the tax law of the relevant jurisdiction. Notes to the fiNaNcial statemeNts (continued) 1: Significant Accounting Policies (continued) E) ASSETS fINANCIAL ASSETS i) financial assets and liabilities at fair value through profit or loss Trading securities are financial instruments acquired principally for the purpose of selling in the short-term or which are a part of a portfolio which is managed for short-term profit-taking. Trading securities are initially recognised and subsequently measured in the balance sheet at their fair value. Derivatives that are not effective accounting hedging instruments are carried at fair value through profit or loss. Certain financial assets and liabilities may be designated and measured at fair value through profit or loss where any of the following applies: } the asset represents investments backing policy liabilities (refer note 1 (I)(viii)); } it is a life investment contract liability (refer note 1 (I)(i)); } doing so eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets and liabilities, or recognising the gains or losses thereon, on different bases; } a group of financial assets or financial liabilities or both is managed and its performance evaluated on a fair value basis; or } the financial instrument contains an embedded derivative, unless the embedded derivative does not significantly modify the cash flows or it is clear, with little or no analysis, that it would not be separately recorded. Changes in the fair value (gains or losses) of these financial instruments are recognised in the income statement in the period in which they occur. Purchases and sales of trading securities are recognised on trade date. ii) Derivative financial instruments Derivative financial instruments are contracts whose value is derived from one or more underlying price, index or other variable. They include swaps, forward rate agreements, futures, options and combinations of these instruments. Derivative financial instruments are entered into for trading purposes (including customer-related reasons), or for hedging purposes where the derivative instruments are used to hedge the Group’s exposures to interest rate risk, currency risk, price risk, credit risk and other exposures relating to non-trading positions. Derivative financial instruments are recognised initially at fair value with gains or losses from subsequent measurement at fair value being recognised in the income statement. Valuation adjustments are integral in determining the fair value of derivatives. This includes a credit valuation adjustment (CVA) to reflect the credit worthiness of the counterparty and funding valuation adjustment (FVA) to account for the funding cost inherent in the portfolio. Where the derivative is effective as a hedging instrument and is designated as such, the timing of the recognition of any resultant gain or loss in the income statement is dependent on the hedging designation. These hedging designations and associated accounting are as follows: fair value hedge Where the Group hedges the fair value of a recognised asset or liability or firm commitment, changes in the fair value of the derivative designated as a fair value hedge are recognised in the income statement. Changes in the fair value of the hedged item attributable to the hedged risk are reflected in adjustments to the carrying value of the hedged item, which are also recognised in the income statement. Hedge accounting is discontinued when the hedge instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. The resulting adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to the income statement over the period to maturity of the hedged item. If the hedged item is sold or repaid, the unamortised fair value adjustment is recognised immediately in the income statement. Cash flow hedge The Group designates derivatives as cash flow hedges where the instrument hedges the variability in cash flows of a recognised asset or liability, a foreign exchange component of a firm commitment or a highly probable forecast transaction. The effective portion of changes in the fair value of derivatives qualifying and designated as cash flow hedges is deferred in the hedging reserve, which forms part of shareholders’ equity. Any ineffective portion is recognised immediately in the income statement. Amounts deferred in equity are recognised in the income statement in the period during which the hedged forecast transactions take place. When the hedging instrument expires, is sold, terminated, or no longer qualifies for hedge accounting, the cumulative amount deferred in equity remains in the hedging reserve, and is subsequently transferred to the income statement when the hedged item is recognised in the income statement. When a forecast hedged transaction is no longer expected to occur, the amount deferred in equity is recognised immediately in the income statement. Net investment hedge Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. The gain or loss from remeasuring the fair value of the hedging instrument relating to the effective portion of the hedge is deferred in the foreign currency translation reserve in equity and the ineffective portion is recognised immediately in the income statement. Derivatives that do not qualify for hedge accounting All gains and losses from changes in the fair value of derivatives that are not designated in a hedging relationship but are entered into to manage the interest rate and foreign exchange risk of the Group are recognised in the income statement. Under certain circumstances, the component of the fair value change in the derivative which relates to current period realised and accrued interest is included in net interest income. The remainder of the fair value movement is included in other income. NOTES TO THE FINANCIAL STATEMENTS 81 ANZ ANNUAL REPORT 2013 1: Significant Accounting Policies (continued) iii) Available-for-sale financial assets Available-for-sale financial assets comprise non-derivative financial assets which the Group designates as available-for-sale but which are not deemed to be held principally for trading purposes, and include equity investments and quoted debt securities. They are initially recognised at fair value plus transaction costs. Subsequent gains or losses arising from changes in fair value are included as a separate component of equity in the available-for- sale revaluation reserve except for interest, dividends and foreign exchange gains and losses on monetary assets, which are recognised directly in the income statement. When the asset is sold, the cumulative gain or loss relating to the asset is transferred from the available-for-sale revaluation reserve to the income statement. Where there is objective evidence of impairment on an available- for-sale financial asset, the cumulative loss related to that asset is removed from equity and recognised in the income statement, as an impairment expense for debt instruments or as other non-interest income for equity instruments. If, in a subsequent period, the amount of an impairment loss relating to an available-for-sale debt instrument decreases and the decrease can be linked objectively to an event occurring after the impairment event, the loss is reversed through the income statement through the impairment expense line. Purchases and sales of available-for-sale financial assets are recognised on trade date being the date on which the Group commits to purchase or sell the asset. iv) Net loans and advances Net loans and advances are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money to a debtor with no intention of trading the loans and advances. The loans and advances are initially recognised at fair value plus transaction costs that are directly attributable to the issue of the loan or advance. They are subsequently measured at amortised cost using the effective interest rate method (refer note 1 (B)(i)) unless specifically designated on initial recognition at fair value through profit or loss. All loans are graded according to the level of credit risk. Net loans and advances includes direct finance provided to customers such as bank overdrafts, credit cards, term loans, finance lease receivables and commercial bills. Impairment of loans and advances Loans and advances are reviewed at least at each reporting date for impairment. Credit impairment provisions are raised for exposures that are known to be impaired. Exposures are impaired and impairment losses are recorded if, and only if, there is objective evidence of impairment as a result of one or more loss events that occurred after the initial recognition of the loan and prior to the reporting date, and that loss event, or events, has had an impact on the estimated future cash flows of the individual loan or the collective portfolio of loans that can be reliably estimated. Impairment is assessed for assets that are individually significant (or on a portfolio basis for small value loans) and then on a collective basis for those exposures not individually known to be impaired. Exposures that are assessed collectively are placed in pools of similar assets with similar risk characteristics. The required provision is estimated on the basis of historical loss experience for assets with credit risk characteristics similar to those in the collective pool. The historical loss experience is adjusted based on current observable data such as changed economic conditions. The provision also takes account of the impact of inherent risk of large concentrated losses within the portfolio and an assessment of the economic cycle. The estimated impairment losses are measured as the difference between the asset’s carrying amount and the estimated future cash flows discounted to their present value. As the discount unwinds during the period between recognition of impairment and recovery of the cash flow, it is recognised in interest income. Impairment of capitalised acquisition-related expenses is assessed through comparing the actual behaviour of the portfolio against initial expected life assumptions. The provision for impairment loss (individual and collective) is deducted from loans and advances in the balance sheet and the movement for the reporting period is reflected in the income statement. When a loan is uncollectable, either partially or in full, it is written-off against the related provision for loan impairment. Unsecured facilities are normally written-off when they become 180 days past due or earlier in the event of the customer’s bankruptcy or similar legal release from the obligation. However, a certain level of recoveries is expected after the write-off, which is reflected in the amount of the provision for credit losses. In the case of secured facilities, remaining balances are written-off after proceeds from the realisation of collateral have been received if there is a shortfall. Where impairment losses recognised in previous periods have subsequently decreased or no longer exist, such impairment losses are reversed in the income statement. A provision is also raised for off-balance sheet items such as loan commitments that are considered to be onerous. v) Lease receivables Contracts to lease assets and hire purchase agreements are classified as finance leases if they transfer substantially all the risks and rewards of ownership of the asset to the customer or an unrelated third party. All other lease contracts are classified as operating leases. vi) Repurchase agreements Securities sold under repurchase agreements are retained in the financial statements where substantially all the risks and rewards of ownership remain with the Group. A counterparty liability is recognised and classified as due to other financial institutions or payables and other liabilities. The difference between the sale price and the repurchase price is accrued over the life of the repurchase agreement and charged to interest expense in the income statement. Securities purchased under agreements to resell, where the Group does not acquire the risks and rewards of ownership, are recorded as receivables in liquid assets, or due from other financial institutions. The security is not included in the balance sheet. Interest income is accrued on the underlying loan amount. 82 Notes to the fiNaNcial statemeNts (continued) 1: Significant Accounting Policies (continued) Securities borrowed are not recognised in the balance sheet, unless these are sold to third parties, at which point the obligation to repurchase is recorded as a financial liability at fair value with fair value movements included in the income statement. vii) Derecognition The Group enters into transactions where it transfers financial assets recognised on its balance sheet yet retains either all or a portion of the risks and rewards of the transferred assets. If all, or substantially all, of the risks and rewards are retained, the transferred assets are not derecognised from the balance sheet. In transactions where substantially all the risks and rewards of ownership of a financial asset are neither retained nor transferred, the Group derecognises the asset if control over the asset is lost. In transfers where control over the asset is retained, the Group continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset. The rights and obligations retained or created in the transfer are recognised separately as assets and liabilities as appropriate. NON-fINANCIAL ASSETS viii) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable net assets of a controlled entity at the date of gaining control. Goodwill is recognised as an asset and not amortised, but assessed for impairment at least annually or more frequently if there is an indication that the goodwill may be impaired. This involves using the DCF or CEM methodology to determine the expected future benefits of the cash-generating units (CGU) to which the goodwill relates. Where the goodwill balance exceeds the assessed value of expected future benefits, the difference is charged to the income statement. Any impairment of goodwill is not subsequently reversed. ix) Software and computer system costs Software and computer system costs include costs incurred in acquiring and building software and computer systems (software). Software is amortised using the straight-line method over its expected useful life to the Group. The period of amortisation is between 3 and 5 years, except for certain major core infrastructure projects where the useful life has been determined to be 7 or 10 years. The amortisation period for software assets is reviewed at least annually. Where the expected useful life of the asset is different from previous estimates the amortisation period is changed accordingly. At each reporting date, software assets are reviewed for impairment indicators. If any such indication exists, the recoverable amount of the assets are estimated and compared against the existing carrying value. Where the existing carrying value exceeds the recoverable amount, the difference is charged to the income statement. Costs incurred in planning or evaluating software proposals, or in maintaining systems after implementation, are not capitalised. x) Acquired portfolio of insurance and life investment business Identifiable intangible assets in respect of acquired portfolios of insurance and life investment business acquired in a business combination are stated initially at fair value at acquisition date. These are amortised over the period of expected benefit of between 15 to 23 years. xi) Deferred acquisition costs Refer to note 1(I)(vi). xii) Other intangible assets Other intangible assets include management fee rights, distribution relationships and distribution agreements where they are clearly identifiable, can be reliably measured and where it is probable they will lead to future economic benefits that the Group can control. Where, based on historical observation, there is an expectation that, for the foreseeable future, the level of investment in the funds will not decline significantly and the Group will continue to manage the fund, the management fee right is assessed to have an indefinite life and is carried at cost less any impairment losses. Other management fee rights, distribution relationships and distribution agreements are amortised over the expected useful lives to the Group using the straight line method. The period of amortisation is as follows: Management fee rights Aligned advisor relationships Distribution agreements 7 years 15 years 3 years The amortisation period is reviewed at least at the end of each annual reporting period and changed if there has been a significant change in the pattern of expected future benefits from the asset. xiii) Premises and equipment Assets other than freehold land are depreciated at rates based upon their expected useful lives to the Group, using the straight-line method. The depreciation rates used for each class of asset are: Buildings Building integrals Furniture & equipment Computer & office equipment 1.5% 10% 10% 12.5%–33% Leasehold improvements are amortised on a straight-line basis over the shorter of their useful lives or remaining terms of the lease. The depreciation rate is reviewed at least at the end of each annual reporting period and changed if there has been a significant change in the pattern of expected future benefits from the asset. At each reporting date, the carrying amounts of premises and equipment are reviewed for impairment. If any such indication exists, the recoverable amount of the assets are estimated and compared against the existing carrying value. Where the existing carrying value exceeds the recoverable amount, the difference is charged to the income statement. If it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. A previously recognised impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. xiv) Borrowing costs Borrowing costs incurred for the construction of qualifying assets are capitalised into the cost of the qualifying asset during the period of time that is required to complete and prepare the asset for its intended use. The calculation of borrowing costs is based on an internal measure of the costs associated with the borrowing of funds. NOTES TO THE FINANCIAL STATEMENTS 83 ANZ ANNUAL REPORT 2013 1: Significant Accounting Policies (continued) f) LIABILITIES fINANCIAL LIABILITIES i) Deposits and other borrowings Deposits and other borrowings include certificates of deposit, interest bearing deposits, debentures and other related interest bearing financial instruments. Deposits and other borrowings not designated at fair value through profit or loss on initial recognition are measured at amortised cost. The interest expense is recognised using the effective interest rate method. ii) financial liabilities at fair value through profit or loss Refer to note 1(E)(i). iii) Acceptances The exposure arising from the acceptance of bills of exchange that are sold into the market is recognised as a liability. An asset of equal value is recognised to reflect the offsetting claim against the drawer of the bill. Bill acceptances generate fee income that is recognised in the income statement when earned. iv) Bonds, notes and loan capital Bonds, notes and loan capital are accounted for in the same way as deposits and other borrowings, except for those bonds and notes which are designated as at fair value through profit or loss on initial recognition. v) financial guarantee contracts Financial guarantee contracts that require the issuer to make specified payments to reimburse the holder for a loss the holder incurs because a specified debtor fails to make payments when due, are initially recognised in the financial statements at fair value on the date the guarantee was given; typically this is the premium received. Subsequent to initial recognition, the Group’s liabilities under such guarantees are measured at the higher of their amortised amount and the best estimate of the expenditure required to settle any financial obligation arising at the reporting date. These estimates are determined based on experience of similar transactions and the history of past losses. vi) Derecognition Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires. Defined contribution superannuation schemes The Group operates a number of defined contribution schemes and also contributes, according to local law, in the various countries in which it operates, to government and other plans that have the characteristics of defined contribution schemes. The Group’s contributions to these schemes are recognised as an expense in the income statement when incurred. Defined benefit superannuation schemes The Group operates a small number of defined benefit schemes. The liability and expense related to providing benefits to employees under each defined benefit scheme are calculated by independent actuaries. A defined benefit liability is recognised to the extent that the present value of the defined benefit obligation of each scheme, calculated using the Projected Unit Credit Method, is greater than the fair value of each scheme’s assets. Where this calculation results in an asset of the Group, a defined benefit asset is recognised, which is capped at the recoverable amount. In each subsequent reporting period, ongoing movements in the defined benefit liability or asset carrying value is treated as follows: } the net movement relating to the current period’s service cost, interest cost, expected return on scheme assets, past service costs and other costs (such as the effects of any curtailments and settlements) is recognised as an employee expense in the income statement; } movements relating to actuarial gains and losses are recognised directly in retained earnings; and } contributions made by the Group are recognised directly against the net defined benefit position. viii) Provisions The Group recognises provisions when there is a present obligation, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably. The amount recognised is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation at reporting date. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. NON-fINANCIAL LIABILITIES G) EqUITY vii) Employee benefits Leave benefits The liability for long service leave is calculated and accrued for in respect of all applicable employees (including on-costs) using an actuarial valuation. The amounts expected to be paid in respect of employees’ entitlements to annual leave are accrued at expected salary rates including on-costs. Expected future payments for long service leave are discounted using market yields at the reporting date on national government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows. i) Ordinary shares Ordinary shares in the Company are recognised at the amount paid per ordinary share net of directly attributable issue costs. ii) Treasury shares Shares in the Company which are purchased on-market by the ANZ Employee Share Acquisition Plan or issued by the Company to the ANZ Employee Share Acquisition Plan are classified as treasury shares (to the extent that they relate to unvested employee share-based awards) and are deducted from Capital. 84 Notes to the fiNaNcial statemeNts (continued) 1: Significant Accounting Policies (continued) In addition, the life insurance business may also purchase and hold shares in the Company to back policy liabilities in the life insurance statutory funds. These shares are also classified as treasury shares and deducted from Capital. These assets, plus any corresponding income statement fair value movement on the assets and dividend income, are eliminated when the life statutory funds are consolidated into the Group. The cost of the investment in the shares is deducted from Capital. However, the corresponding life investment contract and insurance contract liabilities, and related changes in the liabilities recognised in the income statement, remain upon consolidation. Treasury shares are excluded from the weighted average number of ordinary shares used in the earnings per share calculations. iii) Non-controlling interest Non-controlling interests represent the share in the net assets of subsidiaries attributable to equity interests not owned directly or indirectly by the Company. iv) Reserves foreign currency translation reserve As indicated in note 1 (A)(viii), exchange differences arising on translation of the assets and liabilities of all Group entities are reflected in the foreign currency translation reserve. Any offsetting gains or losses on hedging these balances, together with any tax effect, are also reflected in this reserve. Available-for-sale revaluation reserve This reserve includes changes in the fair value of available-for-sale financial assets, net of tax. These changes are transferred to the income statement (in other operating income) when the asset is derecognised. Where the asset is impaired, the changes are transferred to impairment expense in the income statement for debt instruments and in the case of equity instruments to other income. Cash flow hedging reserve This reserve includes the fair value gains and losses associated with the effective portion of designated cash flow hedging instruments. Share-based payment reserves Share-based payment reserves include the share options reserve and other equity reserves which arise on the recognition of share-based compensation expense (see note 1 (C)(iii)). H) PRESENTATION i) Offsetting of income and expenses Income and expenses are not offset unless required or permitted by an accounting standard. At the Group level, this generally arises in the following circumstances: } where transaction costs form an integral part of the effective interest rate of a financial instrument which is measured at amortised cost, these are offset against the interest income generated by the financial instrument; or } where gains and losses relating to fair value hedges are assessed as being effective; or } where gains and losses arise from a group of similar transactions, such as foreign exchange gains and losses. ii) Offsetting assets and liabilities Assets and liabilities are offset and the net amount reported in the balance sheet only where there is: } a current enforceable legal right to offset the asset and liability; and } an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. iii) Cash and cash equivalents For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with other financial institutions and other short-term highly liquid investments with terms to maturity of three months from the date of acquisition or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. iv) Segment reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance and for which discrete information is available. Changes in the internal organisational structure of the Group can cause the composition of the Group’s reportable segments to change. Where this occurs corresponding segment information for the previous financial year is changed, unless the information is not available and the cost to develop it would be excessive. v) Goods and services tax Income, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from or payable to the ATO is included as an other asset or liability in the balance sheet. Cash flows are included in the cash flow statement on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from or payable to the ATO are classified as operating cash flows. I) LIfE INSURANCE AND fUNDS MANAGEMENT BUSINESS The Group conducts its life insurance and funds management business (the Life Business) in Australia primarily through OnePath Life Limited, which is registered under the Life Insurance Act 1995 (Life Act) and in New Zealand through OnePath Life (NZ) Limited and OnePath Insurance Services (NZ) Limited which are licensed under the Insurance (Prudential Supervision) Act 2010. The operations of the Life Business are conducted within separate statutory funds. The assets of the Life Business in Australia are allocated between policyholder and shareholder funds in accordance with the requirements of the Life Act. Under AASs, the financial statements must include all assets, liabilities, revenues, expenses and equity, irrespective of whether they are designated as relating to shareholders or policyholders. Accordingly, the consolidated financial statements include both policyholder (statutory) and shareholders’ funds. NOTES TO THE FINANCIAL STATEMENTS 85 ANZ ANNUAL REPORT 2013 1: Significant Accounting Policies (continued) (i) Policy liabilities Policy liabilities include liabilities arising from life insurance contracts and life investment contracts. Life investment contract liabilities Life investment contracts involve both the origination of a financial instrument and the provision of investment management services. Life insurance contracts are insurance contracts regulated under the Life Act and similar contracts issued by entities operating outside Australia. An insurance contract is a contract under which an insurer accepts significant insurance risk from another party (the policyholder) by agreeing to compensate the policyholder if a specified uncertain future event adversely affects the policyholder. The financial instrument component of the life investment contract liabilities is designated as at fair value through profit or loss. The management services component, including associated acquisition costs, is recognised as revenue as services are performed. See note 1 (I)(vi) for the deferral and amortisation of life investment contract acquisition costs and entry fees. All contracts written by registered life insurers that do not meet the definition of an insurance contract are referred to as life investment contracts. Life investment contract business relates to funds management products in which the Group issues a contract where the resulting liability to policyholders is linked to the performance and value of the assets that back those liabilities. For investment-linked products, the life investment contract liability is directly linked to the performance and value of the assets that back them and is determined as the fair value of those assets after tax. For fixed income policies the liability is determined as the net present value of expected cash flows subject to a minimum of current surrender value. Whilst the underlying assets are registered in the name of the life insurer and the policyholder has no direct access to the specific assets, the contractual arrangements are such that the policyholder bears the risks and rewards of the fund’s investment performance with the exception of guaranteed products where the policyholder is guaranteed a minimum return or asset value. The Group derives fee income from the administration of the underlying assets. Life investment contracts that include a discretionary participation feature (participating contracts) are accounted for as if they are life insurance contracts under AASB 1038 Life Insurance Contracts. Life insurance liabilities Life insurance liabilities are determined using the ‘Margin on Services’ (MoS) model using a projection method or using an accumulation method. Under the projection method, the liability is determined as the net present value of the expected future cash flows, plus planned margins of revenues over expenses relating to services yet to be provided, discounted using a risk-free discount rate that reflects the nature, structure and term of the liabilities. Expected future cash flows include premiums, expenses, redemptions and benefit payments, including bonuses. An accumulation method is used where the policy liabilities determined are not materially different from those determined under the projection method. Profits from life insurance contracts are brought to account using the MoS model in accordance with Actuarial Standard LPS 1.04 Valuation of Policy Liabilities (formerly AS 1.04) as issued by the APRA under the Life Act and Professional Standard 3 Determination of Life Insurance Policy Liabilities as issued by the New Zealand Society of Actuaries. Under MoS, profit is recognised as premiums are received and services are provided to policyholders. When premiums are received but the service has not been provided, the profit is deferred. Losses are expensed when identified. Costs associated with the acquisition of policies are recognised over the life of the policy. Costs may only be deferred, however, to the extent that a contract is expected to be profitable. Participating contracts, defined as those contracts that entitle the policyholder to participate in the performance and value of certain assets in addition to the guaranteed benefit, are entitled to share in the profits that arise from participating business. This profit sharing is governed by the Life Act and the life insurance company’s constitution. The profit sharing entitlement is treated as an expense in the consolidated financial statements. Any benefits which remain payable at the end of the reporting period are recognised as part of life insurance liabilities. 86 (ii) External unit holder liabilities (life insurance funds) The life insurance business includes controlling interests in trusts and companies, and the total amounts of each underlying asset, liability, revenue and expense of the controlled entities are recognised in the Group’s consolidated financial statements. When a controlled unit trust is consolidated, the share of the unit holder liability attributable to the Group is eliminated but amounts due to external unit holders remain as liabilities in the Group’s consolidated balance sheet. (iii) Claims Claims are recognised when the liability to the policyholder under the policy contract has been established or upon notification of the insured event depending on the type of claim. Claims incurred in respect of life investment contracts represent withdrawals and are recognised as a reduction in life investment contract liabilities. Claims incurred that relate to the provision of services and bearing of insurance risks are treated as expenses and these are recognised on an accruals basis once the liability to the policyholder has been established under the terms of the contract. (iv) Revenue Life insurance premiums Life insurance premiums earned by providing services and bearing risks are treated as revenue. Life insurance deposit premiums are recognised as an increase in policy liabilities. For annuity, risk and traditional business, all premiums are recognised as revenue. Premiums with no due date are recognised as revenue on a cash received basis. Premiums with a regular due date are recognised as revenue on an accruals basis. Unpaid premiums are only recognised as revenue during the days of grace or where secured by the surrender value of the policy and are included as ‘Other assets’ in the balance sheet. Life investment contract premiums There is no premium revenue in respect of life investment contracts. Amounts received from policyholders in respect of life investment contracts are recognised as an investment contract liability where the receipt is in the nature of a deposit. Notes to the fiNaNcial statemeNts (continued) (viii) Investments backing policy liabilities All investments backing policy liabilities are designated as at fair value through profit or loss. For OnePath Australia, all policy holder assets, being those assets held within the statutory funds of the life company that are not segregated and managed under a distinct shareholder investment mandate are held to back life insurance and life investment contract liabilities (collectively referred to as policy liabilities). These investments are designated as at fair value through profit or loss. J) OTHER i) Contingent liabilities Contingent liabilities acquired in a business combination are individually measured at fair value at the acquisition date. At subsequent reporting dates the value of such contingent liabilities is reassessed based on the estimate of the expenditure required to settle the contingent liability. Other contingent liabilities are not recognised in the balance sheet but disclosed in note 43 unless it is considered remote that the Group will be liable to settle the possible obligation. ii) Earnings per share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period after eliminating treasury shares. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effect of dilutive ordinary shares. 1: Significant Accounting Policies (continued) fees Fees are charged to policyholders in connection with life insurance and life investment contracts and are recognised when the service has been provided. Entry fees from life investment contracts are deferred and recognised over the average expected life of the contracts. Deferred entry fees are presented within ‘Other liabilities’ in the balance sheet. (v) Reinsurance contracts Reinsurance premiums, commissions and claim settlements, as well as the reinsurance element of insurance contract liabilities, are accounted for on the same basis as the underlying direct insurance contracts for which the reinsurance was purchased. (vi) Policy acquisition costs Life insurance contract acquisition costs Policy acquisition costs are the fixed and variable costs of acquiring new business. The appointed actuary assesses the value and future recoverability of these costs in determining policy liabilities. The net profit impact is presented in the income statement as a change in policy liabilities. The deferral is determined as the actual costs are incurred subject to an overall limit that future profits are anticipated to cover these costs. Losses arising on acquisition are recognised in the income statement in the year in which they occur. Amounts which are deemed recoverable from future premiums or policy charges are deferred and amortised over the life of the policy. Life investment contract acquisition costs Incremental acquisition costs, such as commissions, that are directly attributable to securing a life investment contract are recognised as an asset where they can be identified separately and measured reliably and if it is probable that they will be recovered. These deferred acquisition costs are presented in the balance sheet as an intangible asset and are amortised over the period that they will be recovered from future policy charges. Any impairment losses arising on deferred acquisition costs are recognised in the income statement in the period in which they occur. (vii) Basis of expense apportionment All life investment contracts and insurance contracts are categorised based on individual policy or products. Expenses for these products are then allocated between acquisition, maintenance, investment management and other expenses. Expenses which are directly attributable to an individual policy or product are allocated directly to a particular expense category, fund, class of business and product line as appropriate. Where expenses are not directly attributable to an individual policy or product, they are appropriately apportioned based on detailed expense analysis having regard to the objective in incurring that expense and the outcome achieved. The apportionment has been made in accordance with Actuarial Standard LPS 1.04 Valuation of Policy Liabilities (formerly AS 1.04), issued by the Australian Prudential Regulation Authority, and on an equitable basis to the different classes of business in accordance with Division 2 of Part 6 of the Life Act. NOTES TO THE FINANCIAL STATEMENTS 87 ANZ ANNUAL REPORT 2013 1: Significant Accounting Policies (continued) iii) Accounting Standards not early adopted The following standards (except AASB 2011-4) were available for early adoption, but have not been applied by the Company or Group in these financial statements. AASB standard AASB 10 Consolidated Financial Statements AASB 12 Disclosure of Interests in Other Entities AASB 13 Fair Value Measurement Possible impact on the Company and the Group’s financial report in period of initial adoption This standard replaces the guidance on control and consolidation in AASB 127 Consolidated and Separate Financial Statements and Interpretation 112 Consolidation – Special Purpose Entities. The standard provides a single definition of ‘control’ based on whether the investor is exposed to, or has rights to, the variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee. The standard also provides guidance on how the control principle is applied in certain situations, such as where potential voting rights exist or where voting rights are not the dominant factor in determining whether control exists, for example, where relevant activities are directed through contractual means. The most significant impact of applying this standard relates to the judgemental approach required when assessing control over the Group’s OnePath fund entities. While it is likely that additional fund entities will be consolidated, the financial impact is expected to be minimal on the net assets and earnings of the Group. This standard applies where an entity has an ‘interest in another entity’ (essentially, any contractual or non-contractual interest that exposes an entity to the returns from the performance of the other entity). Such interests include a subsidiary, joint arrangement, associate or an unconsolidated structured entity. A range of disclosures is required which assist users to evaluate the nature, extent and financial effects and risks associated with an entity’s interest in other entities. These disclosures replace and significantly enhance those in other standards applicable to subsidiaries, joint arrangements or associates and impose new disclosures particularly around structured entities, a much broader concept than special purpose entity. As the amendments only relate to disclosure, there will be no impact on the Company or Group. This standard provides a single source of guidance on fair value measurement and requires certain disclosures regarding fair value. It does not change when fair value is required to be applied, but rather provides guidance on how to determine fair value when fair value measurement is required or permitted. Application of this standard may result in different fair values being determined for certain assets and liabilities of the Group. For example, the standard permits, subject to certain criteria, financial instruments to be measured at mid market rates, removing the requirement to incorporate the impact of the bid/ask spread from the valuation. The financial impact of changes arising from this standard is not expected to be material to the Company or Group. AASB 119 Employee Benefits Amendments to this standard will result in changes to the measurement of interest cost from defined benefit obligations, as well as additional disclosures for all employee benefits. The amendments will not have a material impact on the Group. This standard amends AASB 7 Financial Instruments: Disclosures to require disclosure of the effect or potential effect of netting arrangements, including rights of set-off associated with an entity’s recognised financial assets and recognised financial liabilities, and on an entity’s financial position, when all the offsetting criteria in AASB 132 Financial Instruments: Presentation are not met. As the amendments only relate to disclosure, there will be no impact on the Company or Group. Mandatory application date for the Company and Group 1 October 2013 1 October 2013 1 October 2013 1 October 2013 1 October 2013 This amendment deletes from AASB 124 Related Party Disclosures individual key management personnel (KMP) disclosure requirements for all disclosing entities in relation to equity holdings, loans and other related party transactions. As the amendments only relate to disclosure, there will be no impact on the Company or Group. 1 October 2013 This standard adds application guidance to AASB 132 to clarify the offsetting criteria of AASB 132 (as amended by AASB 2012-2). This is not expected to have a material impact on the Company or Group. 1 October 2014 AASB 2012-2 Amendments to Australian Accounting Standards – Disclosures – Offsetting Financial Assets and Financial Liabilities AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities 88 Notes to the fiNaNcial statemeNts (continued) 1: Significant Accounting Policies (continued) AASB standard AASB 2013-4 Amendments to Australian Accounting Standards – Novation of the Derivatives and Continuation of Hedge Accounting AASB 9 Financial Instruments Mandatory application date for the Company and Group 1 October 2014 1 October 2015 Possible impact on the Company and the Group’s financial report in period of initial adoption This standard amends AASB 139 Financial Instruments: Recognition and Measurement to permit the continuation of hedge accounting where a derivative which has been designated as a hedging instrument is novated from one counterparty to a central counterparty as a consequence of laws or regulations. This is not expected to have a material impact on the Company or Group. This standard is being released in phases when combined will form AASB 9. To date only new recognition and measurement requirements for financial assets and financial liabilities have been released. The main recognition and measurement requirements of AASB 9 include: } all financial assets, except for certain equity instruments, will be classified into two categories: – amortised cost, where they generate solely payments of interest and principal and the business model is to collect contractual cash flows that represent principal and interest; or – fair value through the income statement; } equity instruments not held for trading purposes will be classified at fair value through the income statement except for certain instruments which may be classified at fair value through other comprehensive income (OCI) with dividends recognised in net income; } financial assets which meet the requirements for classification at amortised cost are permitted to be measured at fair value if this eliminates or significantly reduces an accounting mismatch; and } financial liabilities – gains and losses attributable to own credit arising from financial liabilities designated at fair value through profit or loss will be taken to OCI. Future phases of the AASB 9 project will cover impairment of financial assets measured at amortised cost and hedge accounting. Until all phases of AASB 9 are completed, it remains impractical to quantify the impact of this standard. A number of other AASB standards are also available for early adoption, but have not been applied by the Company or Group in these financial statements. These relate to standards that have limited application to the Company or Group. 2: Critical Estimates and Judgements Used in Applying Accounting Policies The preparation of the financial statements of the Company and Group involves making estimates and judgements that affect the reported amounts within the financial statements. The estimates and judgements are continually evaluated and are based on historical factors, including expectations of future events, which are believed to be reasonable under the circumstances. All material changes to accounting policies and estimates and the application of these policies and judgements are approved by the Audit Committee of the Board. A brief explanation of the critical estimates and judgements follows. i) PRO vISIONS fOR CREDIT IMPAIRMENT The measurement of impairment of loans and advances requires management’s best estimate of the losses incurred in the loan portfolio at reporting date. Individual and collective provisioning involves the use of assumptions for estimating the amount and timing of expected future cash flows. The process of estimating the amount and timing of cash flows involves considerable management judgement. These judgements are regularly revised to reduce any differences between loss estimates and actual loss experience. The collective provision involves estimates regarding the historical loss experience for assets with credit characteristics similar to those in the collective pool. The historical loss experience is adjusted based on current observable data and events and an assessment of the impact of model risk. The provision also takes into account management’s assessment of the impact of large concentrated losses within the portfolio and the economic cycle. The use of such judgements and reasonable estimates is considered by management to be an essential part of the process and does not impact on the reliability of the provision. ii) IMPAIRMENT Of NON-LENDING ASSETS The carrying values of non-lending assets are subject to impairment assessments at each reporting date. Judgement is required in identifying the cash-generating units to which goodwill and other assets are allocated for the purpose of impairment testing. Impairment testing involves identifying appropriate internal and external indicators of impairment and whether these exist at each reporting date. Where an indication of impairment exists, the recoverable amount of the asset is determined based on the higher of the assets fair value less costs to sell and its value in use. Judgement is applied when determining the assumptions supporting the recoverable amount calculations. NOTES TO THE FINANCIAL STATEMENTS 89 ANZ ANNUAL REPORT 2013 2: Critical Estimates and Judgements Used in Applying Accounting Policies (continued) iii) SPECIAL PURPOSE AND Off-BALANCE SHEET ENTITIES v) PRO vISIONS (OTHER THAN LOAN IMPAIRMENT) The Group holds provisions for various obligations including employee entitlements, restructurings and litigation related claims. The provision for long-service leave is supported by an independent actuarial report and involves assumptions regarding employee turnover, future salary growth rates and discount rates. Other provisions involve judgements regarding the outcome of future events including estimates of expenditure required to satisfy such obligations. vi) LIfE INSURANCE CONTRACT LIABILITIES Policy liabilities for life insurance contracts are computed using statistical or mathematical methods, which are expected to give approximately the same results as if an individual liability was calculated for each contract. The computations are made by suitably qualified personnel on the basis of recognised actuarial methods, with due regard to relevant actuarial principles and standards. The methodology takes into account the risks and uncertainties of the particular class of life insurance business written. Deferred policy acquisition costs are connected with the measurement basis of life insurance liabilities and are equally sensitive to the factors that are considered in the liability measurement. The key factors that affect the estimation of these liabilities and related assets are: } the cost of providing the benefits and administering these insurance contracts; } mortality and morbidity experience on life insurance products, including enhancements to policyholder benefits; } discontinuance experience, which affects the Company’s ability to recover the cost of acquiring new business over the lives of the contracts; and } the amounts credited to policyholders’ accounts compared to the returns on invested assets through asset-liability management and strategic and tactical asset allocation. In addition, factors such as regulation, competition, interest rates, taxes and general economic conditions affect the level of these liabilities. The total value of policy liabilities for life insurance contracts have been appropriately calculated in accordance with these principles. vii) TAxATION Judgement is required in determining provisions held in respect of uncertain tax positions. The Group estimates its tax liabilities based on its understanding of the relevant law in each of the countries in which it operates. The Group invests in or establishes special purpose entities (SPEs) to enable it to undertake specific types of transactions such as structured finance arrangements, covered bond issuances and securitisations. An SPE is consolidated where it is controlled by the Group in accordance with the Group’s policy outlined in note 1 (A)(vi). As it can be complex to determine whether the Group has control of a SPE, the Group makes judgements about its exposure to the risks and rewards of the SPE, as well as about its ability to make operational decisions regarding the SPE. The main types of unconsolidated SPEs with which the Group is involved are structured finance entities. These entities are set up to assist with the structuring of client financing. ANZ may manage these vehicles, hold minor amounts of capital in these vehicles or provide financing or derivatives to these vehicles. Any resulting lending arrangements with these SPEs are at arm’s length and ANZ typically has limited ongoing involvement with the entity. iv) fINANCIAL INSTRUMENTS AT fAIR vALUE The Group’s financial instruments measured at fair value are stated in note 1 (A)(iii). In estimating fair value the Group uses, wherever possible, quoted market prices in an active market for the financial instrument. In the event that there is no active market for the instrument, fair value is based on present value estimates or other market accepted valuation techniques. The valuation models incorporate the impact of bid/ask spread, counterparty credit spreads and other factors that would influence the fair value determined by a market participant. The selection of appropriate valuation techniques, methodology and inputs requires judgement. These are reviewed and updated as market practice evolves. The majority of valuation techniques employ only observable market data. However, for certain financial instruments, the fair value cannot be determined with reference to current market transactions or valuation techniques whose variables only include data from observable markets. In respect of the valuation component where market observable data is not available, the fair value is determined using data derived and extrapolated from market data and tested against historic transactions and observed market trends. These valuations are based upon assumptions established by application of professional judgement to analyse the data available to support each assumption. Changing the assumptions changes the resulting estimate of fair value. The majority of outstanding derivative positions are transacted over-the-counter and therefore need to be valued using valuation techniques. Included in the determination of the fair value of derivatives is a credit valuation adjustment (CVA) to reflect the credit worthiness of the counterparty. This is influenced by the mark-to- market of the derivative trades and by the movement in the market cost of credit. Further adjustments are made to account for the funding costs inherent in the derivative. Judgment is required to determine the appropriate cost of funding and the future expected cashflows used in this funding valuation adjustment (FVA). 90 Notes to the fiNaNcial statemeNts (continued) 3: Income Interest income Other financial institutions Trading securities Available-for-sale assets Loans and advances and acceptances Other Total interest income Controlled entities Total interest income Interest income is analysed by types of financial assets as follows Financial assets not at fair value through profit or loss Trading securities Financial assets designated at fair value through profit or loss i) fee and commission income Lending fees1 Non-lending fees and commissions Controlled entities Total fee and commission income Fee and commission expense2 Net fee and commission income ii) Other income Net foreign exchange earnings Net gains from trading securities and derivatives3 Credit risk on intermediation trades Movement on financial instruments measured at fair value through profit or loss4 Dividends received from controlled entities5 Brokerage income Write-down of investment in Saigon Securities Inc Gain on sale of investment in Sacombank Private equity and infrastructure earnings Gain on sale of Visa shares Dilution gain on investment in Bank of Tianjin Profit on liquidation/(write-down) of investment in subsidiaries and branches Other Total other income Other operating income iii) Net funds management and insurance income Funds management income Investment income Insurance premium income Commission income (expense) Claims Changes in policy liabilities Elimination of treasury share (gain)/loss Total net funds management and insurance income Total other operating income Share of associates’ profit Total income Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 290 1,315 529 25,994 499 28,627 – 28,627 27,298 1,315 14 28,627 744 2,085 2,829 – 2,829 (370) 2,459 844 300 63 (5) – 53 (26) – (3) – – – 90 1,316 3,775 862 4,135 1,348 (446) (709) (3,669) (90) 1,431 5,206 482 329 1,368 621 27,737 483 30,538 – 30,538 29,159 1,368 11 30,538 697 2,060 2,757 – 2,757 (345) 2,412 1,081 280 73 (327) – 55 (31) 10 28 291 10 – 121 1,591 4,003 825 2,730 1,237 (438) (598) (2,449) (104) 1,203 5,206 395 222 955 433 20,850 349 22,809 2,704 25,513 24,551 955 7 25,513 659 1,482 2,141 968 3,109 (279) 2,830 648 291 63 21 1,314 – (21) – (3) – – 18 25 2,356 5,186 109 – 43 51 – – – 203 260 1,010 531 22,896 308 25,005 2,335 27,340 26,325 1,010 5 27,340 621 1,504 2,125 753 2,878 (265) 2,613 707 265 73 (284) 1,411 – (31) 10 28 224 10 (34) 23 2,402 5,015 111 – 38 58 – – – 207 5,389 5,222 – – 34,315 36,139 30,902 32,562 Includes interchange fees paid. 1 Lending fees exclude fees treated as part of the effective yield calculation and included in interest income (refer note 1 B(ii)). 2 3 Does not include interest income relating to trading securities. 4 Includes fair value movements (excluding realised and accrued interest) on derivatives entered into for management of interest rate and foreign exchange risk on funding instruments, and not designated as accounting hedges (refer to note 12 for further discussion on Balance Sheet Management), ineffective portions of cash flow hedges, and fair value movements in financial assets and liabilities designated at fair value. The net gain (loss) on financial assets and liabilities designated at fair value through profit or loss was $6 million gain (2012: $141 million loss) for the Group and $5 million gain (2012: $140 million loss) for the Company. 5 Dividends received from controlled entities are subject to meeting applicable regulatory and corporate law requirements, including solvency requirements. NOTES TO THE FINANCIAL STATEMENTS 91 ANZ ANNUAL REPORT 2013 4: Expenses Interest expense Financial institutions Deposits Borrowing corporations’ debt Commercial paper Loan capital, bonds and notes Other Total interest expense Controlled entities Total interest expense Interest expense is analysed by types of financial liabilities as follows: Financial liabilities not at fair value through profit or loss Financial liabilities designated at fair value through profit or loss Operating expenses i) Personnel Employee entitlements and taxes Salaries and wages Superannuation costs – defined benefit plans – defined contribution plans Equity-settled share-based payments Temporary staff Other Total personnel expenses (excl. restructuring) ii) Premises Amortisation and depreciation of buildings and integrals (refer note 21) Rent Utilities and other outgoings Other Total premises expenses (excl. restructuring) iii) Computer Computer contractors Data communication Depreciation and amortisation (refer notes 19 and 21) Rentals and repairs Software purchased Software impairment Other Total computer expenses (excl. restructuring) iv) Other Advertising and public relations Audit fees and other fees (refer note 5) Depreciation of furniture and equipment (refer note 21) Freight and cartage Loss on sale and write-off equipment Non-lending losses, frauds and forgeries Postage and stationery Professional fees Telephone Travel and entertainment expenses Amortisation and impairment of other intangible assets (refer note 19) Other Total other expenses (excl. restructuring) v) Restructuring1 Total operating expenses Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 484 11,071 60 439 3,558 257 15,869 – 15,869 15,391 478 15,869 264 3,103 7 283 200 148 752 4,757 88 435 170 40 733 181 115 496 142 275 8 26 1,243 241 18 97 65 15 54 128 268 70 187 100 175 1,418 85 8,236 473 12,962 69 633 4,127 164 18,428 – 18,428 17,801 627 18,428 288 3,066 13 292 189 218 699 4,765 90 412 168 46 716 150 106 424 131 253 274 45 1,383 229 18 99 65 8 52 137 253 69 170 110 171 1,381 274 8,519 438 9,229 – 311 2,834 191 13,003 3,146 16,149 15,799 350 16,149 196 2,353 2 237 171 109 592 3,660 45 344 115 33 537 112 70 391 112 219 8 3 915 146 9 88 48 6 38 84 223 39 134 9 503 1,327 66 6,505 422 11,299 – 510 3,387 138 15,756 2,616 18,372 17,868 504 18,372 218 2,382 8 251 160 158 564 3,741 54 300 117 43 514 133 64 337 87 188 239 19 1,067 141 10 84 51 5 42 91 210 40 125 8 460 1,267 126 6,715 1 Includes $18 million (2012: $148 million) relating to costs associated with the New Zealand Simplification program in the Group (Company: nil). 92 Notes to the fiNaNcial statemeNts (continued) 5: Compensation of Auditors KPMG Australia1 Audit or review of financial reports of the Company or Group entities Audit-related services2 Non-audit services3 Overseas related practices of KPMG Australia Audit or review of financial reports of the Company or Group entities Audit-related services2 Non-audit services3 Total compensation of auditors Consolidated The Company 2013 $’000 8,644 2,886 198 2012 $’000 8,752 3,147 236 11,728 12,135 5,093 993 365 6,451 4,955 1,166 95 6,216 18,179 18,351 2013 $’000 5,327 1,747 130 7,204 1,143 471 222 1,836 9,040 2012 $’000 5,614 2,216 160 7,990 1,483 571 60 2,114 10,104 Inclusive of goods and services tax. 1 2 For the Group, comprises prudential and regulatory services of $2.908 million (2012: $3.067 million), comfort letters $0.508 million (2012: $0.930 million) and other $0.463 million (2012: $0.316 million). For the Company, comprises prudential and regulatory services of $1.541 million (2012: $1.979 million), comfort letters of $0.374 million (2012: $0.688 million) and other $0.303 million (2012: $0.120 million). 3 The nature of the non-audit services include reviews of compliance with legal and regulatory requirements, benchmarking reviews and accounting advice. Further details are provided in the Directors’ Report. Group Policy allows KPMG Australia or any of its related practices to provide assurance and other audit-related services that, while outside the scope of the statutory audit, are consistent with the role of external auditor. These include regulatory and prudential reviews requested by the Company’s regulators such as APRA. Any other services that are not audit or audit-related services are non-audit services. Group Policy allows certain non-audit services to be provided where the service would not contravene auditor independence requirements. KPMG Australia or any of its related practices may not provide services that are perceived to be in conflict with the role of the external auditor. These include consulting advice and subcontracting of operational activities normally undertaken by management, and engagements where the auditor may ultimately be required to express an opinion on its own work. NOTES TO THE FINANCIAL STATEMENTS 93 ANZ ANNUAL REPORT 2013 6: Income Tax Expense Income tax recognised in the income statement Tax expense/(income) comprises: Current tax expense/(income) Adjustments recognised in the current year in relation to the current tax of prior years Deferred tax expense/(income) relating to the origination and reversal of temporary differences Total income tax expense charged in the income statement Reconciliation of the prima facie income tax expense on pre-tax profit with the income tax expense charged in the Income statement Profit before income tax Prima facie income tax expense at 30% Tax effect of permanent differences: Overseas tax rate differential Rebateable and non-assessable dividends Profit from associates Gain on sale of investment in Sacombank Write-down of investment in Saigon Securities Inc. Offshore Banking Units Foreign exchange translation of US hybrid loan capital OnePath Australia – policyholder income and contributions tax OnePath Australia – Tax Consolidation adjustment Tax provisions no longer required Interest on Convertible Instruments Adjustment between members of the Australian tax-consolidated group Other Income tax (over) provided in previous years Total income tax expense charged in the income statement Effective tax rate Australia Overseas Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 2,662 2 76 2,740 9,022 2,707 (41) (4) (144) – 8 (6) – 261 (50) (4) 58 – (47) 2,738 2 2,740 30.4% 2,125 615 2,523 2 (198) 2,327 7,994 2,398 (48) (4) (118) (3) 9 (12) – 106 – (70) 68 – (1) 2,325 2 2,327 29.1% 1,823 504 1,911 2 (143) 1,770 1,690 (3) (72) 1,615 7,116 2,135 6,490 1,947 4 (394) – – 6 (6) 27 – – – 58 (24) (38) 1,768 2 1,770 24.9% 1,626 144 (9) (423) – (3) 9 (12) (16) – – (60) 68 108 9 1,618 (3) 1,615 24.9% 1,511 104 TAx CONSOLIDATION TAxATION Of fINANCIAL ARRANGEMENTS ‘TOfA’ The Group adopted the new tax regime for financial arrangements (TOFA) in Australia effective from 1 October 2009. The regime aims to more closely align the tax and accounting recognition and measurement of the financial arrangements within scope and their related flows. Deferred tax balances for financial arrangements that existed on adoption at 1 October 2009 will reverse over a four year period. The Company and all its wholly owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. The Company is the head entity in the tax-consolidated group. Tax expense/income and deferred tax liabilities/assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group on a ‘group allocation’ basis. Current tax liabilities and assets of the tax consolidated group are recognised by the Company (as head entity in the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each member of the tax-consolidated group in relation to the tax contribution amounts paid or payable between the Company and the other members of the tax-consolidated group in accordance with the arrangement. Members of the tax-consolidated group have also entered into a tax sharing agreement that provides for the allocation of income tax liabilities between the entities should the head entity default on its income tax payment obligations. 94 Notes to the fiNaNcial statemeNts (continued) 7: Dividends Ordinary share dividends2 Interim dividend Final dividend Bonus option plan adjustment Dividend on ordinary shares Consolidated1 2013 $m 2012 $m The Company 2013 $m 2012 $m 2,003 2,150 (71) 4,082 1,769 2,002 (80) 3,691 2,003 2,150 (71) 4,082 1,769 2,002 (80) 3,691 1 Dividends paid to ordinary equity holders of the Company. Excludes dividends paid by subsidiaries of the Group to non-controlling equity holders (2013: $1 million; 2012: $2 million). 2 Dividends are not accrued and are recorded when paid. A final dividend of 91 cents, fully franked for Australian tax purposes, is proposed to be paid on each eligible fully paid ordinary share on 16 December 2013 (2012: final dividend of 79 cents, paid 19 December 2012, fully franked for Australian tax purposes). It is proposed New Zealand imputation credits of NZ 10 cents per ordinary share will also be attached to the 2013 final dividend (2012: nil). The 2013 interim dividend of 73 cents, paid 1 July 2013, was fully franked for Australian tax purposes (2012: interim dividend of 66 cents, paid 2 July 2012, fully franked for Australian tax purposes). New Zealand imputation credits of NZ 9 cents per ordinary share were attached to the 2013 interim dividend (2012: nil). The tax rate applicable to the Australian franking credits attached to the 2013 interim dividend and to be attached to the proposed 2013 final dividend is 30% (2012: 30%). Dividends paid in cash or satisfied by the issue of shares under the Dividend Reinvestment Plan during the years ended 30 September 2013 and 2012 were as follows: Paid in cash1 Satisfied by share issue2 Preference share dividend3 Euro Trust Securities4 Dividend on preference shares Consolidated The Company 2013 $m 3,239 843 4,082 2012 $m 2,230 1,461 3,691 Consolidated 2013 $m 6 6 2012 $m 11 11 2013 $m 3,239 843 4,082 2012 $m 2,230 1,461 3,691 The Company 2013 $m 2012 $m – – – – Includes shares issued to participating shareholders under the dividend reinvestment plan. 1 Refers to cash paid to shareholders who did not elect to participate in the dividend reinvestment plan or the bonus option plan. 2 3 Dividends are not accrued and are recorded when paid. 4 Refer to note 29 for details. DIvIDEND fRANKING ACCOUNT The amount of Australian franking credits available to the Company for the subsequent financial year is $265 million (2012: $386 million) after adjusting for franking credits that will arise from the payment of tax on Australian profits for the 2013 financial year, $1,070 million of franking credits which will be utilised in franking the proposed 2013 final dividend and franking credits that may not be accessible by the Company at present. RESTRICTIONS wHICH LIMIT THE PAYMENT Of DIvIDENDS There are presently no significant restrictions on the payment of dividends from material controlled entities to the Company. Various capital adequacy, liquidity, foreign currency controls, statutory reserve and other prudential and legal requirements must be observed by certain controlled entities and the impact of these requirements on the payment of cash dividends is monitored. There are presently no significant restrictions on the payment of dividends by the Company, although reductions in shareholders’ equity through the payment of cash dividends are monitored having regard to the following: } There are regulatory and other legal requirements to maintain a specified level of capital. Further, APRA has advised that a bank under its supervision, including the Company, must obtain its written approval before paying dividends (i) on ordinary shares which exceed its after tax earnings after taking into account any payments on more senior capital instruments in the financial year to which they relate or (ii) where the Company’s Common Equity Tier 1 capital ratio falls within capital range buffers specified by APRA from time to time; } The Corporations Act 2001 (Cth) provides that the Company must not pay a dividend on any instrument unless (i) it has sufficient net assets for the payment, (ii) the payment is fair and reasonable to the Company’s shareholders as a whole, and (iii) the payment does not materially prejudice the Company’s ability to pay its creditors; } The terms of the Group’s Euro Trust Securities, US Trust Securities and ANZ Convertible Preference Shares also limit the payment of dividends on these securities in certain circumstances. Whilst the terms of the securities vary, generally the Company may not pay a dividend if to do so would result in the Company becoming, or likely to become, insolvent or breaching specified capital adequacy ratios, if the dividend would exceed its after tax prudential profits (as defined by APRA from time to time) or if APRA so directs; and NOTES TO THE FINANCIAL STATEMENTS 95 ANZ ANNUAL REPORT 2013 7: Dividends (continued) } If any dividend, interest or redemption payments or other distributions are not paid on the scheduled payment date, or shares or other qualifying Tier 1 securities are not issued on the applicable conversion or redemption dates, on the Group’s Euro Trust Securities, US Trust Securities, ANZ Convertible Preference Shares or ANZ Capital Notes in accordance with their terms, the Group may be restricted from declaring or paying any dividends or other distributions on Tier 1 securities including ANZ ordinary shares and preference shares. This restriction is subject to a number of exceptions. DIvIDEND REINvESTMENT PLAN During the year ended 30 September 2013, 19,090,655 ordinary shares were issued at $23.64 per share and 13,535,178 ordinary shares at $28.96 per share to participating shareholders under the Dividend Reinvestment Plan (2012: 39,662,663 ordinary shares at $19.09 per share, and 34,448,302 ordinary shares at $20.44 per share). All eligible shareholders can elect to participate in the Dividend Reinvestment Plan. Refer to note 29 for details of the on-market buyback of ordinary shares issued under the Dividend Reinvestment Plan and Bonus Option Plan in connection with the 2013 interim dividend. For the 2013 final dividend, no discount will be applied when calculating the ‘Acquisition Price’ used in determining the number of ordinary shares to be provided under the Dividend Reinvestment Plan and Bonus Option Plan terms and conditions, and the ‘Pricing Period’ under the Dividend Reinvestment Plan and Bonus Option Plan terms and conditions will be the ten trading days commencing on 13 November 2013 (unless otherwise determined by the Directors and announced on the ASX). The Company intends to neutralise the impact of ordinary shares issued under the Dividend Reinvestment Plan and Bonus Option Plan in connection with the 2013 final dividend through an on-market buyback of ordinary shares in an amount equal to the value of those ordinary shares issued under the Dividend Reinvestment Plan and Bonus Option Plan. BONUS OPTION PLAN The amount paid in dividends during the year has been reduced as a result of certain eligible shareholders participating in the Bonus Option Plan and foregoing all or part of their right to dividends. These shareholders were issued ordinary shares under the Bonus Option Plan. During the year ended 30 September 2013, 2,719,008 ordinary shares were issued under the Bonus Option Plan (2012: 4,090,494 ordinary shares). 8: Earnings per Ordinary Share Basic earnings per share (cents) Earnings reconciliation ($millions) Profit for the year Less: profit attributable to non-controlling interests Less: preference share dividend paid Earnings used in calculating basic earnings per share weighted average number of ordinary shares (millions)1 Diluted earnings per share (cents) Earnings reconciliation ($millions) Earnings used in calculating basic earnings per share Add: US Trust Securities interest expense Add: UK Stapled Securities interest expense Add: ANZ Convertible Preference Shares interest expense Add: ANZ Capital Notes interest expense Earnings used in calculating diluted earnings per share weighted average number of ordinary shares (millions)1 Used in calculating basic earnings per share Add: weighted average number of options/rights potentially convertible to ordinary shares weighted average number of convertible US Trust Securities at current market prices weighted average number of convertible UK Stapled Securities weighted average number of ANZ Convertible Preference Shares weighted average number of convertible ANZ Capital Notes Used in calculating diluted earnings per share Consolidated 2013 $m 231.3 6,282 10 6 6,266 2,709.4 224.4 6,266 31 – 186 7 6,490 2,709.4 5.0 27.5 – 144.6 5.5 2,892.0 2012 $m 213.4 5,667 6 11 5,650 2,647.4 205.6 5,650 30 31 225 – 5,936 2,647.4 5.3 30.5 24.6 179.8 – 2,887.6 1 Weighted average number of shares excludes 12.6 million shares held in OnePath (2012: 13.1 million) and 15.8 million shares in ANZEST Pty Ltd (2012: 15.7 million) for the Group employee share acquisition scheme. The weighted average number of converted and lapsed options, weighted with reference to the date of conversion or lapse, and included in the calculation of diluted earnings per share is approximately 1.3 million (2012: approximately 0.5 million). 96 Notes to the fiNaNcial statemeNts (continued) 9: Liquid Assets Coins, notes and cash at bank Money at call, bills receivable and remittances in transit Other banks' certificates of deposit Securities purchased under agreements to resell in less than three months Total liquid assets 10: Due from Other Financial Institutions Cash collateral Other receivables from financial institutions Total due from other financial institutions 11: Trading Securities Commonwealth Securities Local, semi-government and other government securities Other securities and equity securities Total trading securities Consolidated The Company 2013 $m 2,907 24,966 1,970 9,894 39,737 2012 $m 3,056 21,112 2,257 10,153 36,578 2013 $m 954 22,901 191 9,792 33,838 2012 $m 1,010 19,792 2,177 9,803 32,782 Consolidated The Company 2013 $m 6,530 15,647 22,177 2012 $m 6,878 10,225 17,103 2013 $m 5,638 13,309 18,947 2012 $m 5,875 8,292 14,167 Consolidated The Company 2013 $m 3,445 16,638 21,205 41,288 2012 $m 2,168 14,332 24,102 40,602 2013 $m 3,198 11,834 16,432 31,464 2012 $m 2,073 7,468 20,949 30,490 12: Derivative Financial Instruments Derivative financial instruments are contracts whose value is derived from one or more underlying variables or indices, require little or no initial net investment and are settled at a future date. Derivatives include contracts traded on registered exchanges and contracts agreed between counterparties. The use of derivatives and their sale to customers as risk management products is an integral part of the Group’s trading and sales activities. Derivatives are also used to manage the Group’s own exposure to fluctuations in foreign exchange and interest rates as part of its asset and liability management activities. Derivative financial instruments are subject to market and credit risk, and these risks are managed in a manner consistent with the risks arising on other financial instruments. TYPES Of DERIv ATIvE fINANCIAL INSTRUMENTS The Group transacts principally in foreign exchange, interest rate, commodity and credit derivative contracts. The principal types of derivative contracts include swaps, forwards, futures and options contracts and agreements. Derivatives, except for those that are specifically designated as effective hedging instruments, are classified as held for trading. The held for trading classification includes two categories of derivative financial instruments: those held as trading positions and those used in the Group’s balance sheet risk management activities. TRADING POSITIONS Trading positions arise from both sales to customers and market making activities. Sales to customers include the structuring and marketing of derivative products which enable customers to manage their own risks. Market making activities consist of derivatives entered into principally for the purpose of generating profits from short-term fluctuations in prices or margins. Positions may be traded actively or held over a period of time to benefit from expected changes in market rates. Gains or losses, including any current period interest, from the change in fair value of trading positions are recognised in the income statement as ‘other income’ in the period in which they occur. NOTES TO THE FINANCIAL STATEMENTS 97 ANZ ANNUAL REPORT 2013 12: Derivative Financial Instruments (continued) BALANCE SHEET RISK MANAGEMENT The Group designates balance sheet risk management derivatives into hedging relationships in order to minimise income statement volatility. This volatility is created by differences in the timing of recognition of gains and losses between the derivative and the hedged item. Hedge accounting is not applied to all balance sheet risk management positions. Gains or losses from the change in fair value of balance sheet risk management derivatives that form part of an effective hedging relationship are recognised in the income statement based on the hedging relationship. Any ineffectiveness is recognised in the income statement as ‘other income’ in the period in which it occurs. Gains or losses, excluding any current period interest, from the change in fair value of balance sheet risk management positions that are not designated into hedging relationships are recognised in the income statement as ‘other income’ in the period in which they occur. Current period interest is included in interest income and expense. The tables on the following pages provide an overview of the Group’s and the Company’s foreign exchange, interest rate, commodity and credit derivatives. They include all trading and balance sheet risk management contracts. Notional principal amounts measure the amount of the underlying physical or financial commodity and represent the volume of outstanding transactions. They are not a measure of the risk associated with a derivative. The derivative instruments become favourable (assets) or unfavourable (liabilities) as a result of fluctuations in market rates relative to the terms of the derivative. The aggregate notional amount of derivative financial instruments on hand, the extent to which instruments are favourable or unfavourable, and as a consequence the aggregate fair values of derivative financial assets and liabilities, can fluctuate significantly from time to time. The fair values of derivative instruments held and their notional principal amounts are set out below. Trading fair value fair value Hedging Cash flow Total fair value of derivatives Net investment Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Consolidated at 30 September 2013 foreign exchange contracts Spot and forward contracts Swap agreements Futures contracts Options purchased Options sold Commodity contracts Derivative contracts Interest rate contracts Forward rate agreements Swap agreements Futures contracts Options purchased Options sold Notional Principal Amount $m 463,606 377,385 546 65,991 78,352 7,593 (7,514) 10,276 (12,641) (23) – (1,449) 22 1,376 – 985,880 19,267 (21,627) 23,169 1,346 (1,232) 84,547 2,076,377 100,849 26,909 35,282 3 (5) 21,249 (20,735) (459) – (1,233) 452 1,049 – 2,323,964 22,753 (22,432) – 76 – – – 76 – – (10) – – – (10) – – 1,272 1 – – 1,273 – (998) (39) – – (1,037) Credit default swaps Structured credit derivatives purchased Other credit derivatives purchased Total credit derivatives purchased Structured credit derivatives sold Other credit derivatives sold Total credit derivatives sold 4,811 14,332 19,143 4,811 13,045 17,856 36,999 136 122 258 – 64 64 322 – (143) (143) (169) (50) (219) (362) – – – – – – – – – – – – – – Total 3,370,012 43,688 (45,653) 1,349 (1,047) 841 (743) 98 – – – – – – – – 838 3 – – 841 – – – – – – – – – – – – – – – (743) – – – (743) – – – – – – – – – – – – – – – – – – – – – – – – – – – – (25) (41) – – – (66) – – – – – – – – – – – – – – 7,593 (7,539) 10,352 (12,692) (23) – (1,449) 22 1,376 – 19,343 (21,703) 1,346 (1,232) 3 (5) 23,359 (22,476) (498) – (1,233) 456 1,049 – 24,867 (24,212) 136 122 258 – 64 64 322 – (143) (143) (169) (50) (219) (362) (66) 45,878 (47,509) Notes to the fiNaNcial statemeNts (continued) Trading fair value fair value Hedging Cash flow Total fair value of derivatives Net investment Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m 12: Derivative Financial Instruments (continued) Consolidated at 30 September 2012 foreign exchange contracts Spot and forward contracts Swap agreements Futures contracts Options purchased Options sold Commodity contracts Derivative contracts Interest rate contracts Forward rate agreements Swap agreements Futures contracts Options purchased Options sold Credit default swaps Structured credit derivatives purchased Other credit derivatives purchased Total credit derivatives purchased Structured credit derivatives sold Other credit derivatives sold Total credit derivatives sold Notional Principal Amount $m 390,756 280,664 954 66,348 71,318 4,112 7,608 99 1,228 – (5,336) (11,681) (134) – (1,091) – 171 – – – 171 810,040 13,047 (18,242) 34,820 1,600 (1,803) – 240,576 1,583,257 113,974 26,040 35,367 24 29,185 148 963 – (23) (29,035) (138) – (1,116) 1,999,214 30,320 (30,312) – 1,811 – – – 1,811 7,634 11,632 19,266 7,634 10,870 18,504 37,770 243 277 520 – 44 44 564 – (62) (62) (346) (122) (468) (530) – – – – – – – – (4) – – – (4) – – (788) (30) – – (818) – – – – – – – – – – – – – – – – – – – – – – 1,288 9 – – 1,297 – (922) (8) – – (930) – – – – – – – – – – – – – – 35 84 – – – 119 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 4,147 7,863 99 1,228 – (5,336) (11,685) (134) – (1,091) 13,337 (18,246) 1,600 (1,803) 24 32,284 157 963 – (23) (30,745) (176) – (1,116) 33,428 (32,060) 243 277 520 – 44 44 564 – (62) (62) (346) (122) (468) (530) 48,929 (52,639) Total 2,881,844 45,531 (50,887) 1,982 (822) 1,297 (930) 119 NOTES TO THE FINANCIAL STATEMENTS 99 ANZ ANNUAL REPORT 2013 Trading fair value fair value Hedging Cash flow Total fair value of derivatives Net investment Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m – – – – – – – – – – – – – – – – – – – – – – (41) – – – 7,391 9,493 22 1,370 – (6,803) (11,028) (22) – (1,427) (41) 18,276 (19,280) – – – – – – – – – – – – – – 1,339 (1,231) 3 19,569 455 1,047 – (4) (19,239) (493) – (1,218) 21,074 (20,954) 136 122 258 – 64 64 322 – (143) (143) (169) (50) (219) (362) (41) 41,011 (41,827) 12: Derivative Financial Instruments (continued) The Company at 30 September 2013 foreign exchange contracts Spot and forward contracts Swap agreements Futures contracts Options purchased Options sold Commodity contracts Derivative contracts Interest rate contracts Forward rate agreements Swap agreements Futures contracts Options purchased Options sold Credit default swaps Structured credit derivatives purchased Other credit derivatives purchased Total credit derivatives purchased Structured credit derivatives sold Other credit derivatives sold Total credit derivatives sold Notional Principal Amount $m 438,555 334,548 499 65,510 78,001 7,391 9,418 22 1,370 – (6,803) (10,977) (22) – (1,427) 917,113 18,201 (19,229) 22,662 1,339 (1,231) – 75 – – – 75 – 72,112 1,723,852 78,728 25,879 34,372 3 17,684 451 1,047 – (4) (17,655) (454) – (1,218) – 1,127 1 – – 1,934,943 19,185 (19,331) 1,128 4,811 14,332 19,143 4,811 13,045 17,856 36,999 136 122 258 – 64 64 322 – (143) (143) (169) (50) (219) (362) – – – – – – – – (10) – – – (10) – – (930) (39) – – (969) – – – – – – – – – – – – – – – – – – – – – – 758 3 – – 761 – (654) – – – (654) – – – – – – – – – – – – – – Total 2,911,717 39,047 (40,153) 1,203 (979) 761 (654) 100 Notes to the fiNaNcial statemeNts (continued) Trading fair value fair value Hedging Cash flow Total fair value of derivatives Net investment Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m 12: Derivative Financial Instruments (continued) The Company at 30 September 2012 foreign exchange contracts Spot and forward contracts Swap agreements Futures contracts Options purchased Options sold Commodity contracts Derivative contracts Interest rate contracts Forward rate agreements Swap agreements Futures contracts Options purchased Options sold Credit default swaps Structured credit derivatives purchased Other credit derivatives purchased Total credit derivatives purchased Structured credit derivatives sold Other credit derivatives sold Total credit derivatives sold Notional Principal Amount $m 390,283 236,951 840 65,803 70,877 3,921 7,511 99 1,224 – (4,603) (10,675) (134) – (1,073) – 169 – – – 169 764,754 12,755 (16,485) 34,288 1,595 (1,801) – 204,539 1,247,578 90,176 26,173 35,822 22 24,240 146 962 – (21) (24,420) (135) – (1,116) 1,604,288 25,370 (25,692) – 1,624 – – – 1,624 7,634 11,632 19,266 7,634 10,870 18,504 37,770 243 277 520 – 44 44 564 – (62) (62) (346) (122) (468) (530) – – – – – – – – (4) – – – (4) – – (633) (30) – – (663) – – – – – – – – – – – – – – – – – – – – – – 1,096 9 – – 1,105 – (864) (8) – – (872) – – – – – – – – – – – – – – – 84 – – – 84 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 3,921 7,764 99 1,224 – (4,603) (10,679) (134) – (1,073) 13,008 (16,489) 1,595 (1,801) 22 26,960 155 962 – (21) (25,917) (173) – (1,116) 28,099 (27,227) 243 277 520 – 44 44 564 – (62) (62) (346) (122) (468) (530) 43,266 (46,047) Total 2,441,100 40,284 (44,508) 1,793 (667) 1,105 (872) 84 NOTES TO THE FINANCIAL STATEMENTS 101 ANZ ANNUAL REPORT 2013 12: Derivative Financial Instruments (continued) HEDGING RELATIONSHIPS There are three types of hedging relationships: fair value hedges, cash flow hedges and hedges of a net investment in a foreign operation. Each type of hedging has specific requirements when accounting for the fair value changes in the hedging relationship. For details on the accounting treatment of each type of hedging relationship refer to note 1. fAIR vALUE HEDGES The risk being hedged in a fair value hedge is a change in the fair value of an asset or liability or unrecognised firm commitment that may affect the income statement. Changes in fair value might arise through changes in interest rates or foreign exchange rates. The Group’s fair value hedges consist principally of interest rate swaps Gain/(loss) arising from fair value hedges Hedged item Hedging Instrument and cross currency swaps that are used to protect against changes in the fair value of fixed-rate long-term financial instruments due to movements in market interest rates and exchange rates. The application of fair value hedge accounting results in the fair value adjustment on the hedged item attributable to the hedged risk being recognised in the income statement at the same time the hedging instrument impacts the income statement. If a hedging relationship is terminated, the fair value adjustment to the hedged item continues to be recognised as part of the carrying amount of the item or group of items and is amortised to the income statement as a part of the effective yield over the period to maturity. Where the hedged item is derecognised from the Group’s balance sheet, the fair value adjustment is included in the income statement as ‘other income’ as a part of the gain or loss on disposal. Consolidated The Company 2013 $m 534 (532) 2012 $m 91 (103) 2013 $m 476 (466) 2012 $m 63 (68) CASH fLO w HEDGES The risk being hedged in a cash flow hedge is the potential variability in future cash flows that may affect the income statement. Variability in the future cash flows may result from changes in interest rates or exchange rates affecting recognised financial assets and liabilities and highly probable forecast transactions. The Group’s cash flow hedges consist principally of interest rate swaps, forward rate agreements and cross currency swaps that are used to protect against exposures to variability in future cash flows on non-trading assets and liabilities which bear interest at variable rates or which are expected to be refunded or reinvested in the future. The Group primarily applies cash flow hedge accounting to its variable rate loan assets, variable rate liabilities and short-term re-issuances of fixed rate customer and wholesale deposit liabilities. The amounts and timing of future cash flows, representing both principal and interest flows, are projected for each portfolio of financial assets and liabilities on the basis of their forecast repricing profile. This forms the basis for identifying gains and losses on the effective portions of derivatives designated as cash flow hedges. The effective portion of changes in the fair value of derivatives qualifying and designated as cash flow hedges is deferred to the hedging reserve which forms part of shareholders’ equity. Amounts deferred in equity are recognised in the income statement in the period during which the hedged forecast transactions take place. The ineffective portion of a designated cash flow hedge relationship is recognised immediately in the income statement. The schedule below shows the movements in the hedging reserve: Opening Item recorded in net interest income Tax effect on items recorded in net interest income Valuation gain taken to equity Tax effect on net gain on cash flow hedges Closing Balance Consolidated The Company 2013 $m 208 – – (185) 52 75 2012 $m 169 17 (5) 39 (12) 208 2013 $m 89 24 (7) (78) 23 51 2012 $m 47 27 (8) 32 (9) 89 102 Notes to the fiNaNcial statemeNts (continued) 12: Derivative Financial Instruments (continued) The table below shows the breakdown of the hedging reserve attributable to each type of cash flow hedging relationship: Variable rate assets Variable rate liabilities Re-issuances of short term fixed rate liabilities Total hedging reserve Consolidated The Company 2013 $m 446 (184) (187) 75 2012 $m 922 (330) (384) 208 2013 $m 457 (192) (214) 51 2012 $m 755 (307) (359) 89 The mechanics of a cash flow hedge results in the gain (or loss) in the hedging reserve being released into the income statement at the same time that the corresponding loss (or gain) attributable to the hedged item impacts the income statement. It will not necessarily be released to the income statement uniformly over the period of the hedging relationship as the fair value of the derivative is driven by changes in market rates over the term of the instrument. As market rates do not always move uniformly across all time periods, a change in market rates may drive more value in one forecast period than another, which impacts when the hedging reserve balance is released to the income statement. HEDGES Of NET INvESTMENTS IN fOREIGN OPERATIONS In a hedge of a net investment in a foreign operation, the risk being hedged is the exposure to exchange rate differences arising on consolidation of foreign operations with a functional currency other than the Australian Dollar. Hedging is undertaken using foreign exchange derivative contracts or by financing with borrowings in the same currency as the applicable foreign functional currency. Ineffectiveness arising from hedges of net investments in foreign operations and recognised as ‘other income’ in the income statement amounted to nil (2012: nil). All underlying hedged cash flows are expected to be recognised in the income statement in the period in which they occur which is anticipated to take place over the next 0–10 years (2012: 0–10 years). All gains and losses associated with the ineffective portion of the hedging derivatives are recognised immediately as ‘other income’ in the income statement. Ineffectiveness recognised in the income statement in respect of cash flow hedges amounted to a $1 million loss for the Group (2012: $3 million loss) and a $1 million loss for the Company (2012: $3 million loss). NOTES TO THE FINANCIAL STATEMENTS 103 ANZ ANNUAL REPORT 2013 13: Available-for-sale Assets Listed Other government securities Other securities and equity securities Total listed Unlisted Local and semi-government securities Other government securities Other securities and equity securities Total unlisted Total available-for-sale assets Consolidated The Company 2013 $m 1,197 7,976 9,173 9,468 5,402 4,092 18,962 28,135 2012 $m 756 3,664 4,420 7,311 5,323 3,508 16,142 20,562 2013 $m 422 7,737 8,159 8,366 3,893 3,405 15,664 23,823 2012 $m 313 3,569 3,882 6,131 4,871 2,957 13,959 17,841 During the year net gains recognised in the income statement in respect of available-for-sale assets amounted to nil for both the Group (2012: $281 million) and for the Company (2012: $206 million). In 2012, the net gains recognised included $301 million for the Group and $234 million for the Company on the sale on investments in Visa Inc. and Sacombank. In addition, a loss of $3 million (2012: $35 million) for both Group and Company was recycled from equity (the Available-for-sale revaluation reserve) into the income statement on the impairment of assets previously reclassified from available-for-sale into loans and advances (refer note 16). AvAILABLE-fOR-SALE BY MATURITIES AT 30 SEPTEMBER 2013 Local and semi-government securities Other government securities Other securities and equity securities Total available-for-sale assets Less than 3 months $m 1,018 3,604 446 5,068 AvAILABLE-fOR-SALE BY MATURITIES AT 30 SEPTEMBER 2012 Local and semi-government securities Other government securities Other securities and equity securities Total available-for-sale assets Less than 3 months $m 1,325 4,896 421 6,642 Between 3 and 12 months $m 819 1,342 1,376 3,537 Between 3 and 12 months $m 464 808 1,022 2,294 Between 1 and 5 years $m 2,201 1,566 6,948 10,715 Between 5 and 10 years $m 3,741 78 602 4,421 After 10 years $m 1,689 9 2,632 4,330 No maturity specified $m – – 64 64 Between 1 and 5 years $m Between 5 and 10 years $m 1,406 369 2,443 4,218 2,880 – 296 3,176 After 10 years $m 1,236 6 2,858 4,100 No maturity specified $m – – 132 132 Total fair value $m 9,468 6,599 12,068 28,135 Total fair value $m 7,311 6,079 7,172 20,562 104 Notes to the fiNaNcial statemeNts (continued) 14: Net Loans and Advances Overdrafts Credit card outstandings Term loans – housing Term loans – non-housing1 Hire purchase1 Lease receivables Commercial bills Other Total gross loans and advances Less: Provision for credit impairment (refer to note 16) Less: Unearned income1 Add: Capitalised brokerage/mortgage origination fees Add: Customer liability for acceptances Adjustments to gross loans and advances Net loans and advances Lease receivables a) Finance lease receivables Gross finance lease receivables Less than 1 year 1 to 5 years Later than 5 years Less: unearned future finance income on finance leases Net investment in finance lease receivables b) Operating lease receivables Gross operating lease receivables Less than 1 year 1 to 5 years Later than 5 years Total operating lease receivables Net lease receivables Present value of net investment in finance lease receivables Less than 1 year 1 to 5 years Later than 5 years Total Hire purchase receivables Less than 1 year 1 to 5 years Later than 5 years Total Consolidated The Company 2013 $m 8,833 11,247 253,277 177,963 2,760 1,858 16,536 488 472,962 (4,354) (1,067) 942 812 (3,667) 2012 $m 8,014 10,741 230,706 156,605 3,285 1,885 19,469 861 431,566 (4,538) (1,241) 797 1,239 (3,743) 2013 $m 6,945 9,213 206,711 132,505 2,010 1,395 16,257 125 375,161 (3,242) (723) 787 484 (2,694) 2012 $m 6,598 9,222 192,912 120,353 2,667 1,363 19,342 243 352,700 (3,407) (952) 707 1,012 (2,640) 469,295 427,823 372,467 350,060 531 433 365 (114) 1,215 133 395 1 529 438 647 286 (141) 1,230 76 374 64 514 350 320 202 (91) 781 130 392 1 523 226 507 129 (107) 755 71 366 64 501 1,744 1,744 1,304 1,256 500 403 312 409 586 235 1,215 1,230 907 1,838 15 2,760 1,079 2,191 15 3,285 335 297 149 781 641 1,354 15 2,010 210 467 78 755 867 1,785 15 2,667 1 Comparative information has been restated to reflect the reclassification of chattel mortgages from hire purchase (2012: $7,100 million) and unearned income (2012: ($994 million)) to term loans – non-housing (2012: $6,106 million) for the Group and the Company (refer note 1). NOTES TO THE FINANCIAL STATEMENTS 105 ANZ ANNUAL REPORT 2013 15: Impaired Financial Assets Presented below is a summary of impaired financial assets that are measured on the balance sheet at amortised cost. For these items, impairment losses are recorded through the provision for credit impairment. This contrasts to financial assets carried on the balance sheet at fair value, for which any impairment loss is recognised as a component of the overall fair value. Detailed information on impaired financial assets is provided in note 33 Financial Risk Management. Summary of impaired financial assets Impaired loans Restructured items1 Non-performing commitments and contingencies Gross impaired financial assets Individual provisions Impaired loans Non-performing commitments and contingencies Net impaired financial assets Accruing loans past due 90 days or more2 These amounts are not classified as impaired assets as they are either 90 days or more past due and well secured, or are portfolio managed facilities that can be held on an accrual basis for up to 180 days past due Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 3,751 341 172 4,264 (1,440) (27) 2,797 4,364 525 307 5,196 (1,729) (44) 3,423 2,723 284 149 3,156 (1,046) (10) 2,100 3,146 377 287 3,810 (1,242) (27) 2,541 1,818 1,713 1,576 1,455 1 Restructured items are facilities in which the original contractual terms have been modified for reasons related to the financial difficulties of the customer. Restructuring may consist of reduction of interest, principal or other payments legally due, or an extension in maturity materially beyond those typically offered to new facilities with similar risk. 2 Includes unsecured credit card and personal loans 90 days past due accounts which are retained on a performing basis for up to 180 days past due amounting to $151 million (2012: $127 million) for the Group and $106 million (2012: $104 million) for the Company. 16: Provision for Credit Impairment Provision movement analysis New and increased provisions Australia New Zealand Asia Pacific, Europe & America Write-backs Recoveries of amounts previously written off Individual provision charge Impairment on available-for-sale assets Collective provision charge/(credit) to income statement Charge to income statement Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 1,304 310 275 1,889 (487) 1,402 (247) 1,155 3 30 1,188 1,730 376 187 2,293 (537) 1,756 (214) 1,542 35 (379) 1,198 1,304 15 157 1,476 (255) 1,221 (194) 1,027 3 102 1,132 1,628 16 154 1,798 (333) 1,465 (180) 1,285 35 (335) 985 106 Notes to the fiNaNcial statemeNts (continued) 16: Provision for Credit Impairment (continued) MO vEMENT IN PRO vISION fOR CREDIT IMPAIRMENT BY fINANCIAL ASSET CLASS Consolidated Collective provision Balance at start of year Adjustment for exchange rate fluctuations and transfers Disposal Charge/(credit) to income statement Total collective provision Individual provision Balance at start of year New and increased provisions Adjustment for exchange rate fluctuations and transfers Write-backs Discount unwind Bad debts written off Total individual provision Total provision for credit impairment Liquid assets and due from other financial institutions Net loans and advances Other financial assets 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m Credit related commitments1 2012 $m 2013 $m Total provisions 2013 $m 2012 $m – – – – – – – – – – – – – – – – – – – – – – – – – – 2,236 2,604 63 – (7) (21) (4) (343) 2,292 2,236 1,729 1,889 1,687 2,259 62 (481) (102) (1,657) 1,440 3,732 (34) (537) (143) (1,503) 1,729 3,965 – – – – – – – – – – – – – – – – – – – – – – – – – – 529 572 2,765 3,176 29 – 37 (7) – (36) 92 – 30 (28) (4) (379) 595 529 2,887 2,765 44 – (11) (6) – – 27 622 10 34 – – – – 44 573 1,773 1,889 1,697 2,293 51 (487) (102) (1,657) 1,467 4,354 (34) (537) (143) (1,503) 1,773 4,538 1 Comprises undrawn facilities and customer contingent liabilities. The table below contains a detailed analysis of the movements in individual provision for net loans and advances. Consolidated Individual provision Balance at start of year New and increased provisions Adjustment for exchange rate fluctuations and transfers Write-backs Discount unwind Bad debts written off Total individual provision Australia1 International and Institutional Banking1 New Zealand2 Global wealth GTSO2 Total 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 716 1,132 679 1,066 – (229) (34) (838) 747 – (227) (43) (759) 716 650 447 22 (70) (45) (587) 417 585 891 (100) (144) (59) (523) 650 348 294 34 (180) (23) (231) 242 396 362 5 (159) (41) (215) 348 15 4 (1) (2) – (1) 15 12 9 1 (4) – (3) 15 – 12 7 – – – 19 15 (69) 1,729 1,889 1,687 2,259 60 (3) – (3) 62 (481) (102) (1,657) (34) (537) (143) (1,503) – 1,440 1,729 1 Corporate Banking Australia transferred from IIB to Australia Division, effective 1 October 2012. Comparatives have been restated accordingly. 2 Divisional transfers occurred in the 2013 year and comparatives were updated accordingly. Ratios (as a percentage of total gross loans and advances) Individual provision Collective provision Bad debts written off Consolidated 2013 % 0.31 0.61 0.35 2012 % 0.41 0.64 0.35 NOTES TO THE FINANCIAL STATEMENTS 107 ANZ ANNUAL REPORT 2013 16: Provision for Credit Impairment (continued) The Company Collective provision Balance at start of year Adjustment for exchange rate fluctuations Disposal Charge/(credit) to income statement Total collective provision Individual provision Balance at start of year New and increased provisions Adjustment for exchange rate fluctuations Write-backs Discount unwind Bad debts written off Total individual provision Total provision for credit impairment Liquid assets and due from other financial institutions Net loans and advances 2013 $m 2012 $m 2013 $m 2012 $m Other financial assets 2013 $m 2012 $m Credit related commitments1 2012 $m 2013 $m Total provisions 2013 $m 2012 $m – – – – – – – – – – – – – – – – – – – – – – – – – – 1,728 (55) – 56 2,042 (8) (4) (302) 1,729 1,728 1,242 1,476 (51) (249) (75) (1,297) 1,046 2,775 1,144 1,777 (45) (333) (91) (1,210) 1,242 2,970 – – – – – – – – – – – – – – – – – – – – – – – – – – 410 1 – 46 457 27 – (11) (6) – – 10 467 454 (11) – (33) 410 6 21 – – – – 27 437 2,138 (54) – 102 2,186 1,269 1,476 (62) (255) (75) (1,297) 1,056 3,242 2,496 (19) (4) (335) 2,138 1,150 1,798 (45) (333) (91) (1,210) 1,269 3,407 1 Comprises undrawn facilities and customer contingent liabilities. Ratios (as a percentage of total gross loans and advances) Individual provision Collective provision Bad debts written off The Company 2013 % 0.28 0.58 0.35 2012 % 0.36 0.61 0.34 17: Shares in Controlled Entities and Associates Total shares in controlled entities1 Total shares in associates2 (refer note 39) Total shares in controlled entities and associates Consolidated The Company 2013 $m – 4,123 4,123 2012 $m – 3,520 3,520 2013 $m 14,955 841 15,796 2012 $m 11,516 897 12,413 1 The increase during the year related primarily to the acquisition of ANZ Wealth Australia Limited and its associated subsidiaries from ANZ Orchard Investments Pty Ltd, a wholly owned subsidiary of the Company; the creation of the ANZ Centre Trust and ANZ Centre Chattels Trust. Investments in associates are accounted for using the equity method of accounting by the Group and are carried at cost by the Company. 2 ACqUISITION OR DISPOSAL Of CONTROLLED ENTITIES There were no material controlled entities acquired or disposed of during the year ended 30 September 2013 or the year ended 30 September 2012. 108 Notes to the fiNaNcial statemeNts (continued) 18: Tax Assets Australia Current tax asset Deferred tax asset New Zealand Current tax asset Deferred tax asset Asia Pacific, Europe & America Current tax asset Deferred tax asset Total current and deferred tax assets Total current tax assets Total deferred tax assets Deferred tax assets recognised in profit and loss Collective provision for loans and advances Individual provision for impaired loans and advances Other provisions Provision for employee entitlements Policyholder tax assets Other Deferred tax assets recognised directly in equity Defined benefits obligation Available-for-sale revaluation reserve Set-off of deferred tax assets pursuant to set-off provisions1 Net deferred tax assets Consolidated The Company 2013 $m – 530 530 1 33 34 19 158 177 741 20 721 764 359 318 154 67 323 2012 $m 13 520 533 20 73 93 – 192 192 818 33 785 732 454 310 154 269 349 2013 $m – 815 815 – 6 6 18 115 133 954 18 936 612 279 223 119 – 134 2012 $m 13 610 623 – 6 6 – 152 152 781 13 768 578 333 188 119 – 156 1,985 2,268 1,367 1,374 16 – 16 37 – 37 (1,280) (1,520) 721 785 7 – 7 (438) 936 14 5 19 (625) 768 Unrecognised deferred tax assets The following deferred tax assets will only be recognised if: } assessable income is derived of a nature and an amount sufficient to enable the benefit to be realised; } the conditions for deductibility imposed by tax legislation are complied with; and } no changes in tax legislation adversely affect the Group in realising the benefit. Unused realised tax losses (on revenue account) Unrealised losses on investments2 Total unrecognised deferred tax assets 5 – 5 5 205 210 – – – – – – 1 Deferred tax assets and liabilities are set-off where they relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities within the same taxable group. 2 Unrecognised deferred tax assets arose from unrealised losses on investments backing the superannuation business held in OnePath Life Limited. At 30 September 2013, the unrecognised deferred tax assets is nil (2012: $205 million) due to an improvement in the performance of the investments backing the superannuation business during the year. NOTES TO THE FINANCIAL STATEMENTS 109 ANZ ANNUAL REPORT 2013 19: Goodwill and Other Intangible Assets Goodwill1 Gross carrying amount Balances at start of the year Additions through business combinations Reclassifications3 Impairment/write off expense Derecognised on disposal Foreign currency exchange differences Balance at end of year Software Balances at start of the year Software Capitalisation during the period Amortisation expense Impairment expense/write-offs Foreign currency exchange differences Balance at end of year Cost Accumulated amortisation Accumulated impairment Carrying amount Acquired Portfolio of Insurance and Investment Business Balances at start of the year Amortisation expense Foreign currency exchange differences Balance at end of year Cost Accumulated amortisation Carrying amount Other intangible assets Balances at start of the year Other additions Reclassification3 Amortisation expense2 Impairment expense Derecognised on disposal Foreign currency exchange differences Balance at end of year Cost Accumulated amortisation Accumulated impairment Carrying amount Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 4,212 – – – (23) 310 4,499 1,762 780 (383) (8) 19 2,170 4,258 (1,884) (204) 2,170 928 (78) 6 856 1,187 (331) 856 180 3 – (21) (1) – 4 165 272 (102) (5) 165 4,163 11 7 (1) – 32 4,212 1,572 786 (320) (274) (2) 1,762 3,502 (1,537) (203) 1,762 1,013 (85) – 928 1,179 (251) 928 216 5 (7) (24) (1) (8) (1) 180 260 (76) (4) 180 92 – – – (23) 8 77 1,613 710 (315) (8) 7 2,007 3,866 (1,663) (196) 2,007 – – – – – – – 47 – – (8) (1) – 2 40 74 (35) 1 40 87 10 – – – (5) 92 1,402 720 (268) (239) (2) 1,613 3,180 (1,372) (195) 1,613 – – – – – – – 55 1 – (8) – – (1) 47 74 (27) – 47 Goodwill, software and other intangible assets Net book value Balances at start of the year Balance at end of year 7,082 7,690 6,964 7,082 1,752 2,124 1,544 1,752 1 Excludes notional goodwill in equity accounted entities. 2 Comprises brand names $2 million (2012: $1 million), aligned advisor relationships $6 million (2012: $6 million), distribution agreements and management fee rights $3 million (2012: $8 million), credit card relationships $2 million (2012: $2 million) and other intangibles $8 million (2012: $7 million). The Company comprises distribution agreements and management fee rights $2 million (2012: $2 million), credit card relationships $2 million (2012: $2 million) and other intangibles $4 million (2012: $4 million). 3 Reclassification in 2012 of $7 million from other intangible assets to goodwill. 110 Notes to the fiNaNcial statemeNts (continued) 19: Goodwill and Other Intangible Assets (continued) GOOD wILL ALLOCATED TO CASH–GENERATING UNITS The goodwill balance largely comprises the goodwill purchased on acquisition of NBNZ Holdings Limited in December 2003 (included in the New Zealand division) and ANZ Wealth Australia Limited (formerly OnePath Australia Limited) on 30 November 2009 (included in the Global Wealth division). The recoverable amount of the CGU to which each goodwill component is allocated is estimated using a market multiple approach as representative of the fair value less cost to sell of each CGU. The price earnings multiples are based on observable multiples reflecting the businesses and markets in which each CGU operates. The earnings are based on the current forecast earnings of the divisions. The aggregate fair value less cost to sell across the Group is compared to the Group’s market capitalisation to validate the conclusion that goodwill is not impaired. Key assumptions on which management has based its determination of fair value less cost to sell include assumptions as to the market multiples being reflective of the segment’s businesses, cost to sell estimates and the ability to achieve forecast earnings. Changes in assumptions upon which the valuation is based could materially impact the assessment of the recoverable amount of each CGU. As at 30 September 2013, the impairment testing performed did not result in any material impairment being identified. 20: Other Assets Accrued interest/prepaid discounts Accrued commissions Prepaid expenses Insurance contract liabilities ceded Outstanding premiums Issued securities settlements Operating leases residual value Capitalised expenses Others Total other assets 21: Premises and Equipment freehold and leasehold land and buildings At cost Depreciation Leasehold improvements At cost Amortisation furniture and equipment At cost Depreciation Computer equipment At cost Depreciation Capital works in progress At cost Total premises and equipment Consolidated The Company 2013 $m 1,300 134 319 519 315 3,384 378 – 1,225 7,574 2012 $m 1,433 144 232 509 273 1,481 331 21 1,199 5,623 Consolidated 2013 $m 2012 $m 1,219 (315) 904 587 (394) 193 1,377 (880) 497 1,342 (951) 391 179 2,164 1,207 (281) 926 548 (353) 195 1,327 (811) 516 1,244 (895) 349 128 2,114 2013 $m 890 98 140 – – 3,140 378 – 600 5,246 2012 $m 1,087 100 96 – – 1,349 321 21 773 3,747 The Company 2013 $m 94 (49) 45 406 (262) 144 1,077 (639) 438 998 (693) 305 51 983 2012 $m 696 (88) 608 373 (232) 141 1,084 (633) 451 923 (667) 256 78 1,534 NOTES TO THE FINANCIAL STATEMENTS 111 ANZ ANNUAL REPORT 2013 21: Premises and Equipment (continued) Reconciliations of the carrying amounts for each class of premises and equipment are set out below: freehold and leasehold land and buildings Carrying amount at beginning of year Additions1 Disposals2 Depreciation Foreign currency exchange difference Carrying amount at end of year Leasehold improvements Carrying amount at beginning of year Additions1 Disposals Amortisation Foreign currency exchange difference Carrying amount at end of year furniture and equipment Carrying amount at beginning of year Additions1 Disposals2 Depreciation Foreign currency exchange difference Carrying amount at end of year Computer equipment Carrying amount at beginning of year Additions1 Disposals2 Depreciation Impairment Foreign currency exchange difference Carrying amount at end of year Capital works in progress Carrying amount at beginning of year Net (transfers)/additions Carrying amount at end of year Total premises and equipment Consolidated 2013 $m 2012 $m 926 43 (42) (36) 13 904 195 48 (7) (52) 9 193 516 84 (14) (97) 8 497 349 161 (13) (113) (3) 10 391 128 51 179 936 33 (6) (35) (2) 926 193 64 (5) (55) (2) 195 541 83 (8) (99) (1) 516 324 137 (6) (104) – (2) 349 131 (3) 128 2,164 2,114 The Company 2013 $m 608 1 (558) (9) 3 45 141 37 (2) (36) 4 144 451 248 (176) (88) 3 438 256 129 (4) (76) (3) 3 305 78 (27) 51 983 2012 $m 625 5 (2) (19) (1) 608 102 79 (3) (35) (2) 141 471 73 (7) (84) (2) 451 223 108 (5) (69) – (1) 256 81 (3) 78 1,534 Includes transfers. 1 2 On the 31st of December 2012, “the Company” transferred the ownership of all Land and Buildings, Furniture and Equipment and Computer Equipment relating to the premises known as “ANZ Centre” located at 833 Collins Street, Docklands into two fully owned Unit Trusts – ANZ Centre Trust and ANZ Centre Chattels Trust. Land and Buildings were transferred at market value of $545.1 million. Furniture and Equipment and Computer Equipment were transferred at their written down value of $167.4 million. 22: Due to Other Financial Institutions Deposits from central banks Cash collateral Other Total due to other financial institutions Consolidated The Company 2013 $m 13,223 3,921 19,162 36,306 2012 $m 13,185 2,531 14,822 30,538 2013 $m 13,221 3,531 17,397 34,149 2012 $m 13,026 2,326 13,042 28,394 112 Notes to the fiNaNcial statemeNts (continued) 23: Deposits and Other Borrowings Certificates of deposit Term Deposits Other deposits bearing interest and other borrowings Deposits not bearing interest Commercial Paper Borrowing corporations’ debt1 Total deposits and other borrowings Consolidated The Company 2013 $m 58,276 186,691 166,659 14,446 12,255 1,347 2012 $m 56,838 172,313 142,753 11,782 12,164 1,273 2013 $m 56,453 148,593 138,378 7,574 8,015 – 2012 $m 55,326 141,042 122,794 6,556 7,818 – 439,674 397,123 359,013 333,536 1 Included in this balance is debenture stock of $19 million (2012: $96 million) of Esanda Finance Corporation Limited (Esanda), together with accrued interest thereon, which is secured by a trust deed and collateral debentures, giving floating charges upon the undertaking and all the assets of the entity of $0.3 billion (2012: $0.4 billion) other than land and buildings. All controlled entities of Esanda have guaranteed the payment of principal, interest and other monies in relation to all debenture stock and unsecured notes issued by Esanda. The only loans pledged as collateral are those in Esanda and its subsidiaries. Effective from 18 March 2009, Esanda ceased to write new debentures and since September 2009 stopped writing new loans. In addition, this balance also includes NZD 1.5 billion (2012: NZD 1.5 billion) of secured debenture stock of the consolidated subsidiary UDC Finance Limited (UDC) and the accrued interest thereon which are secured by a floating charge over all assets of UDC NZD 2.2 billion (2012: NZD 2.1 billion). 24: Income Tax Liabilities Australia Current tax payable Deferred tax liabilities New Zealand Current tax payable Deferred tax liabilities Asia Pacific, Europe & America Current tax payable Deferred tax liabilities Total current and deferred income tax liability Total current tax payable Total deferred income tax liabilities Deferred tax liabilities recognised in profit and loss Acquired portfolio of insurance and investment business Insurance related deferred acquisition costs Lease finance Treasury instruments Capitalised expenses Other Deferred tax liabilities recognised directly in equity Cash flow hedges Foreign currency translation reserve Available-for-sale revaluation reserve Set-off of deferred tax liabilities pursuant to set-off provision1 Net deferred tax liability Unrecognised deferred tax liabilities The following deferred tax liabilities have not been bought to account as liabilities: Other unrealised taxable temporary differences2 Total unrecognised deferred tax liabilities Consolidated The Company 2013 $m 811 – 811 – – – 161 14 175 986 972 14 258 108 227 – – 581 2012 $m 660 – 660 – – – 121 18 139 799 781 18 278 99 230 149 46 570 1,174 1,372 30 38 52 120 82 38 46 166 (1,280) (1,520) 14 18 216 216 163 163 2013 $m 811 – 811 16 – 16 55 12 67 894 882 12 – – 39 – – 373 412 21 – 17 38 (438) 12 38 38 2012 $m 660 – 660 15 – 15 51 12 63 738 726 12 – – 59 148 46 345 598 39 – – 39 (625) 12 23 23 1 Deferred tax assets and liabilities are set-off where they relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities within the same taxable group. 2 Represents additional potential foreign tax costs should all retained earnings in offshore branches and subsidiaries be repatriated. NOTES TO THE FINANCIAL STATEMENTS 113 ANZ ANNUAL REPORT 2013 25: Payables and Other Liabilities Creditors Accrued interest and unearned discounts Defined benefits plan obligations Accrued expenses Security settlements Liability for acceptances Other liabilities Total payables and other liabilities 26: Provisions Employee entitlements1 Restructuring costs and surplus leased space2 Non-lending losses, frauds and forgeries Other Total provisions Restructuring costs and surplus leased space2 Carrying amount at beginning of the year Provisions made during the year Payments made during the year Transfer/release of provision Carrying amount at the end of the year Non-lending losses, frauds and forgeries Carrying amount at beginning of the year Provisions made during the year Payments made during the year Transfer/release of provision Carrying amount at the end of the year Other provisions3 Carrying amount at beginning of the year Provisions made during the year Payments made during the year Transfer/release of provision Carrying amount at the end of the year Consolidated The Company 2013 $m 1,182 2,135 74 1,517 3,210 812 3,664 2012 $m 984 2,539 149 1,478 1,115 1,239 2,605 12,594 10,109 2013 $m 431 1,644 29 1,133 3,117 484 2,707 9,545 2012 $m 468 2,032 67 1,174 915 1,012 1,886 7,554 Consolidated The Company 2013 $m 533 57 155 483 2012 $m 533 140 163 365 1,228 1,201 140 49 (116) (16) 57 163 23 (16) (15) 155 365 463 (336) (9) 483 135 189 (157) (27) 140 205 29 (16) (55) 163 368 353 (305) (51) 365 2013 $m 403 38 131 253 825 51 45 (41) (17) 38 139 12 (7) (13) 131 151 147 (31) (14) 253 2012 $m 404 51 139 151 745 78 82 (86) (23) 51 149 17 (6) (21) 139 153 75 (30) (47) 151 1 The aggregate liability for employee entitlements largely comprises provisions for annual leave and long service leave. 2 Restructuring costs and surplus leased space provisions arise from activities related to material changes in the scope of business undertaken by the Group or the manner in which that business is undertaken and includes termination benefits. Costs relating to on-going activities are not provided for. Provision is made when the Group is demonstrably committed, it is probable that the costs will be incurred, though their timing is uncertain, and the costs can be reliably estimated. 3 Other provisions comprise various other provisions including loyalty programs, workers’ compensation, make-good provisions on leased premises and contingent liabilities recognised as part of a business combination. 114 Notes to the fiNaNcial statemeNts (continued) 27: Bonds and Notes ANZ utilises a variety of established and flexible funding programmes issuing medium term notes featuring either senior or subordinated debt status (details of subordinated debt are presented in note 28: Loan Capital). All risks associated with originating term funding are closely managed. Refer to description of ANZ risk management practices in note 33 Financial Risk Management in relation to market risks such as interest rate and foreign currency risks, as well as liquidity risk. The table below presents Bonds and Notes by currency of issue which broadly is representative of the investor base location. Bonds and notes by currency United States dollars USD Great British pounds GBP Australian dollars AUD New Zealand dollars NZD Japanese yen JPY Euro EUR Hong Kong dollars HKD Swiss francs CHF Canadian dollar CAD Norwegian krone NOK Singapore dollars SGD Turkish Lira TRY South African rand ZAR Mexico peso MXN Chinese yuan CNH Total bonds and notes Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 33,094 2,711 7,329 2,939 6,681 10,443 1,285 3,460 901 592 259 171 146 190 175 70,376 27,035 2,114 6,054 2,531 9,532 9,109 1,422 3,253 857 557 265 79 111 – 179 63,098 28,645 2,277 6,572 488 6,356 7,545 1,201 1,621 901 592 88 171 146 190 175 56,968 20,718 1,725 5,691 392 9,167 7,256 1,310 1,823 857 557 110 79 111 – 179 49,975 NOTES TO THE FINANCIAL STATEMENTS 115 ANZ ANNUAL REPORT 2013 28: Loan Capital Additional Tier 1 capital (subordinated) US Trust Securities ANZ Convertible Preference Shares (ANZ CPS)1 ANZ CPS1 ANZ CPS2 ANZ CPS3 ANZ Capital Notes Tier 2 capital – perpetual subordinated notes USD NZD floating rate notes fixed rate notes2 300m 835m Tier 2 Capital – term subordinated notes GBP AUD AUD AUD AUD EUR AUD AUD USD AUD fixed rate notes due 20184 fixed rate notes due 20174 floating rate notes due 20173 floating rate notes due 20183 floating rate notes due 20183 fixed rate notes due 2019 floating rate notes due 20223 floating rate notes due 20223 fixed rate notes due 20223 floating rate notes due 20233 400m 290m 310m 365m 500m 750m 500m 1509m 750m 750m Total loan capital Loan capital by currency AUD NZD USD GBP EUR Australian dollars New Zealand dollars United States dollars Great British pounds Euro Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 812 752 805 715 1,081 1,963 1,329 1,106 6,291 322 743 1,065 699 – – – – 1,211 500 1,496 793 749 5,448 1,078 1,958 1,326 – 5,114 287 666 953 633 285 297 355 500 1,057 500 1,505 715 – 5,847 1,081 1,963 1,329 1,106 6,284 322 – 322 699 – – – – 1,214 500 1,500 793 750 5,456 1,078 1,958 1,326 – 5,077 287 – 287 633 290 310 365 500 1,060 500 1,509 715 – 5,882 12,804 11,914 12,062 11,246 8,224 743 1,927 699 1,211 7,804 666 1,754 633 1,057 8,229 – 1,920 699 1,214 7,836 – 1,717 633 1,060 12,804 11,914 12,062 11,246 1 Fully franked preference share dividends recognised as interest expense and paid during the year ended 30 September 2013: ANZ CPS1 ANZ CPS2 ANZ CPS3 Consolidated The Company 2013 $m 43 86 59 2012 $m 53 105 67 2013 $m 43 86 59 2012 $m 53 105 67 2 Rate reset on 18 April 2013 to the five year swap rate +2.00% until the next call date, 18 April 2018, whereupon, if not called, reverts to a floating rate at the three month FRA rate +3.00% and is callable on any interest payment date thereafter. 3 Callable five years prior to maturity. 4 Callable five years prior to maturity and reverts to floating rate if not called. Loan capital is subordinated in right of payment to the claims of depositors and other creditors of the Company and its controlled entities which have issued the notes or preference shares. As defined by APRA for capital adequacy purposes, the US Trust Securities, ANZ CPS and ANZ Capital Notes constitute Additional Tier 1 capital and all other subordinated notes constitute Tier 2 capital. The US Trust Securities, ANZ CPS and all outstanding Tier 2 subordinated notes have been granted transitional Basel 3 capital treatment by APRA. Transition will apply until the relevant security’s first call date, except in the case of the outstanding USD and NZD perpetual subordinated notes and ANZ CPS3 where the transition treatment will apply up until the earlier of the end of the transition period (1 January 2021) and the first call date when either a step-up event (i.e. an increase in credit margin) or a conversion to ANZ ordinary shares is to occur. 116 Notes to the fiNaNcial statemeNts (continued) 28: Loan Capital (continued) US TRUST SECURITIES On 27 November 2003, the Company issued 750,000 non-cumulative Trust Securities (‘US Trust Securities’) at USD1,000 each raising USD750 million. US Trust Securities comprise an interest paying unsecured note and a preference share, which are stapled together and issued by ANZ Capital Trust II (the ‘Trust’). Dividends are not payable on the preference share while it is stapled to the note. Distributions on US Trust Securities are non-cumulative and are payable half yearly in arrears at a fixed rate of 5.36%. Distributions are subject to certain payment tests (i.e. APRA requirements and distributable profits being available) and are expected to be payable on 15 June and 15 December of each year. If distributions are not paid on the US Trust Securities, the Group may not pay dividends or distributions, or return capital, on ANZ ordinary shares or any other share capital or security ranking equal or junior to the preference share component (subject to certain exceptions). ANZ has announced that it will redeem the US Trust Securities for cash on 16 December 2013. If the US Trust Securities are not redeemed, the investor is entitled to exchange the US Trust Security into a variable number of ANZ ordinary shares based on the average market price of ANZ ordinary shares less a 5% discount. At any time at the Company’s discretion or upon the occurrence of certain other ‘conversion events’, the notes that are represented by the US Trust Securities will be automatically assigned to a subsidiary of the Company and the preference shares that are represented by the US Trust Securities will be distributed to investors on redemption of such US Trust Securities. The distributed preference shares will immediately become dividend paying and holders will receive non-cumulative dividends equivalent to the scheduled payments in respect of the US Trust Securities. If the US Trust Securities are not converted, redeemed or bought back prior to the 15 December 2053, they will be converted into preference shares, which in turn will be mandatorily converted into a variable number of ANZ ordinary shares (as described above). The preference share forming part of the US Trust Securities confers protective voting rights that allow the holder to vote in the Company, in limited circumstances, such as a capital reduction, Company restructure involving a disposal of the whole of the Company’s business and undertaking, proposals affecting rights attached to the preference shares, and similar. On winding up of the Company, the rights of US Trust Security holders will be determined by the preference share component of US Trust Security. The preference shares forming part of the US Trust Securities rank equally with each of the ANZ CPS, the ANZ Capital Notes and the preferences shares issued in connection with the Euro Trust Securities. ANZ CONvERTIBLE PREfERENCE SHARES (ANZ CPS) } On 30 September 2008, the Company issued 10.8 million convertible preference shares (‘ANZ CPS1’) at $100 each, raising $1,081 million before issue costs. } On 17 December 2009, the Company issued 19.7 million convertible preference shares (‘ANZ CPS2’) at $100 each, raising $1,969 million before issue costs. } On 28 September 2011, the Company issued 13.4 million convertible preference shares (‘ANZ CPS3’) at $100 each raising $1,340 million before issue costs. ANZ CPS are fully paid, mandatorily convertible preference shares. ANZ CPS are listed on the Australian Stock Exchange. Dividends on ANZ CPS are non-cumulative and are payable quarterly in arrears in December, March, June and September (in the case of ANZ CPS1 and ANZ CPS2) and semi-annually in arrears in March and September (in the case of ANZ CPS3) in each year and will be franked in line with the franking applied to ANZ ordinary shares. The dividends will be based on a floating rate equal to the aggregate of the 90 day bank bill rate plus a 250 basis point margin (ANZ CPS1) or a 310 basis point margin (ANZ CPS2) and the 180 day bank bill rate plus 310 basis point margin (ANZ CPS3), multiplied by one minus the Australian Company tax rate. Should the dividend not be fully franked, the terms of the securities provide for a cash gross-up for the amount of the franking benefit not provided. Dividends are subject to the absolute discretion of the Board of Directors of the Company and certain payment tests (including APRA requirements and distributable profits being available). If dividends are not paid on ANZ CPS, the Group may not pay dividends or distributions, or return capital, on ANZ ordinary shares or (in the case of ANZ CPS1 and ANZ CPS2 only) any other share capital or security ranking equal or junior to the ANZ CPS for a specified period (subject to certain exceptions). On 16 June 2014 (ANZ CPS1), 15 December 2016 (ANZ CPS2) or 1 September 2019 (ANZ CPS3) (each a ‘conversion date’), or an earlier date under certain circumstances, the relevant ANZ CPS will mandatorily convert into a variable number of ANZ ordinary shares based on the average market price of ANZ ordinary shares less a 2.5% discount (ANZ CPS1) or 1.0% discount (ANZ CPS2 and ANZ CPS3), subject to a maximum conversion number. The mandatory conversion to ANZ ordinary shares is however deferred for a specified period if the conversion tests are not met. In respect of ANZ CPS3 only, if a common equity capital trigger event occurs the ANZ CPS3 will immediately convert into ANZ ordinary shares, subject to a maximum conversion number. A common equity capital trigger event occurs if ANZ’s Common Equity Tier 1 capital ratio is equal to or less than 5.125%. In respect of ANZ CPS3 only, on 1 September 2017 and each subsequent semi annual Dividend Payment Date, subject to receiving APRA’s prior approval and satisfying certain conditions, the Company has the right to redeem or convert into ANZ ordinary shares all or some ANZ CPS3 at its discretion on similar terms as mandatory conversion on a conversion date. The ANZ CPS rank equally with each other, the ANZ Capital Notes and the preference shares issued in connection with the US Trust Securities and Euro Trust Securities. Except in limited circumstances, holders of ANZ CPS do not have any right to vote in general meetings of the Company. ANZ CAPITAL NOTES On 7 August 2013, the Company issued 11.2 million convertible notes at $100 each, raising $1,120 million before issue costs. The ANZ Capital Notes are fully paid mandatorily convertible subordinated perpetual notes. The notes are listed on the Australian Stock Exchange. Distributions on the notes are non-cumulative and payable semi-annual in arrears in March and September in each year and will be franked in line with the franking applied to ANZ ordinary shares. The distributions will be based on a floating rate equal to the aggregate of the 180 day bank bill rate plus a 340 basis point margin, multiplied by one minus the Australian Company tax rate. Should the distribution not be fully-franked, the terms of the notes provide for a cash gross-up for the amount of the franking benefit not provided. Distributions are subject to ANZ’s absolute discretion and certain payment conditions being satisfied (including APRA requirements). If distributions are not paid on the notes, ANZ may not pay dividends or distributions, or return capital, on ANZ ordinary shares for a specified period (subject to certain exceptions). NOTES TO THE FINANCIAL STATEMENTS 117 ANZ ANNUAL REPORT 2013 28: Loan Capital (continued) On 1 September 2023 (a conversion date), or an earlier date under certain circumstances, the notes will mandatorily convert into a variable number of ANZ ordinary shares based on the average market price of ordinary shares less a 1% discount, subject to a maximum conversion number. The mandatory conversion to ANZ ordinary shares is however deferred for a specified period if the conversion tests are not met. If a common equity capital trigger event or a non-viability trigger event occurs the notes will immediately convert into ANZ ordinary shares, subject to a maximum conversion number. A common equity capital trigger event occurs if ANZ’s Common Equity Tier 1 capital ratio is equal to or less than 5.125%. A non-viability trigger event occurs if APRA notifies the Company that, without the conversion or write-off of certain securities or a public sector injection of capital (or equivalent support), it considers that the Company would become non-viable. 29: Share Capital Numbers of issued shares Ordinary shares each fully paid Preference shares each fully paid Total number of issued shares ORDINARY SHARES On 1 September 2021, subject to receiving APRA’s prior approval and satisfying certain conditions, the Company has the right to redeem or convert into ANZ ordinary shares all or some of the notes at its discretion on similar terms as mandatory conversion on a conversion date. The notes rank equally with each of the ANZ CPS and the preference shares issued in connection with the US Trust Securities and Euro Trust Securities. Holders of the notes do not have any right to vote in general meetings of the Company. The Company 2013 2012 2,743,655,310 500,000 2,744,155,310 2,717,356,961 500,000 2,717,856,961 Ordinary shares have no par value and entitle holders to receive dividends payable to ordinary shareholders and to participate in the proceeds available to ordinary shareholders on winding up of the Company in proportion to the number of fully paid ordinary shares held. On a show of hands every holder of fully paid ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll one vote for each share held. Numbers of issued shares Balance at start of the year Bonus option plan1 Dividend reinvestment plan1 Group employee share acquisition scheme2 Group share option scheme2 Group share buyback3 Balance at end of year Ordinary share capital Balance at start of the year Dividend reinvestment plan1 Group employee share acquisition scheme2,4 OnePath Australia Treasury shares5 Group share option scheme2 Group share buyback3 Balance at end of year The Company 2013 2,717,356,961 2,719,008 32,625,833 4,850,856 1,354,856 (15,252,204) 2,743,655,310 2012 2,629,034,037 4,090,494 74,110,965 6,983,162 3,138,303 – 2,717,356,961 Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 23,070 843 116 7 30 (425) 23,641 21,343 1,461 128 78 60 – 23,070 23,350 843 116 – 30 (425) 23,914 21,701 1,461 128 – 60 – 23,350 1 Refer to note 7 for details of plan. 2 Refer to note 45 for details of plan. 3 Following the issue of 14,766,019 ordinary shares under the Dividend Reinvestment Plan and Bonus Option Plan for the 2013 interim dividend, the Company repurchased $425 million of ordinary shares via an on-market share buy-back resulting in 15,252,204 ordinary shares being cancelled. The Company intends to neutralise the impact of the ordinary shares issued under the Dividend Reinvestment Plan and Bonus Option Plan in connection with the 2013 final dividend through an on-market buyback of ordinary shares in an amount equal to the value of those ordinary shares issued under the Dividend Reinvestment Plan and Bonus Option Plan. Includes on-market purchase of shares for settlement of amounts due under share-based compensation plans. In addition, 4,850,856 shares were issued during the year ended 30 September 2013 to the Group’s Employee Share Trust for settlement of amounts due under share-based compensation plans (2012: 6,983,162). As at 30 September 2013, there were 15,821,529 Treasury Shares outstanding (2012: 15,673,505). 4 5 OnePath Australia Limited (OPA) Treasury Shares include shares held in statutory funds as assets backing policyholder liabilities. OPA Treasury Shares outstanding as at 30 September 2013 were 12,573,976 (2012: 13,081,042). 118 Notes to the fiNaNcial statemeNts (continued) 29: Share Capital (continued) NON-CONTROLLING INTERESTS Share capital Retained earnings Total non-controlling interests PREfERENCE SHARES Euro Trust Securities On 13 December 2004, the Company issued 500,000 Euro Floating Rate Non-cumulative Trust Securities (‘Euro Trust Securities’) at €1,000 each, raising $871 million net of issue costs. Euro Trust Securities comprise an interest paying unsecured note and a €1,000 preference share, which are stapled together and issued as a Euro Trust Security by ANZ Capital Trust III (the Trust). Dividends are not payable on the preference shares while they are stapled to the note, except for the period after 15 December 2014 when the preference share will pay 100 basis points in addition to the distributions on the note. Distributions on Euro Trust Securities are non-cumulative and are payable quarterly in arrears. The distributions are based upon a floating rate equal to the three month EURIBOR rate plus a 66 basis point margin up until 15 December 2014, after which date the distribution rate is the three month EURIBOR rate plus a 166 basis point margin. At each payment date the three month EURIBOR rate is reset for the next quarter. Distributions are subject to certain payment tests (i.e. APRA requirements and distributable profits being available). Distributions are expected to be payable on 15 March, 15 June, 15 September and 15 December of each year. If distributions are not paid on Euro Trust Securities, the Group may not pay dividends or distributions, or return capital on ANZ ordinary shares or any other share capital or security ranking equal or junior to the preference share component (subject to certain exceptions). Preference share balance at start of year – Euro Trust Securities Preference share balance at end of year – Euro Trust Securities Consolidated 2013 $m 43 19 62 2012 $m 40 9 49 At any time at ANZ’s discretion or upon the occurrence of certain other ‘conversion events’, the notes that are represented by the relevant Euro Trust Securities will be automatically assigned to a branch of the Company and the preference shares that are represented by the relevant Euro Trust Securities will be distributed to investors in redemption of such Euro Trust Securities. The distributed preference shares will immediately become dividend paying and holders will receive non-cumulative dividends equivalent to the scheduled payments in respect of the Euro Trust Securities. The preference share forming part of the Euro Trust Securities confers protective voting rights that allow the holder to vote in the Company, in limited circumstances, such as a capital reduction, Company restructure involving a disposal of the whole of the Company’s business and undertaking, proposals affecting rights attached to the preference shares, and similar. On winding up of the Company, the rights of Euro Trust Security holders will be determined by the preference share component of the Euro Trust Security. These preference shares rank behind all depositors and creditors, but ahead of ordinary shareholders. The preference shares forming each part of each Euro Trust Security rank equally with each of the ANZ CPS, the ANZ Capital Notes and the preferences shares issued in connection with the US Trust Securities. Euro Trust Securities currently qualify as Additional Tier 1 Capital as defined by APRA for capital adequacy purposes. APRA has granted ANZ transitional Basel 3 capital treatment for the Euro Trust Securities until their first call date on 16 December 2014. Consolidated The Company 2013 $m 871 871 2012 $m 871 871 2013 $m 871 871 2012 $m 871 871 NOTES TO THE FINANCIAL STATEMENTS 119 ANZ ANNUAL REPORT 2013 30: Reserves and Retained Earnings a) foreign currency translation reserve Balance at beginning of the year Currency translation adjustments, net of hedges after tax Total foreign currency translation reserve b) Share option reserve1 Balance at beginning of the year Share-based payments/(exercises) Transfer of options/rights lapsed to retained earnings2 Total share option reserve c) Available-for-sale revaluation reserve Balance at beginning of the year Gain/(loss) recognised after tax Transferred to income statement Total available-for-sale revaluation reserve d) Hedging reserve Balance at beginning of the year Gains/(loss) recognised after tax Transferred to income statement Total hedging reserve e) Transactions with non-controlling interests reserve Balance at beginning of the year Transactions with non-controlling interests3 Total transactions with non-controlling interests reserve Total reserves Consolidated 2013 $m 2012 $m (2,831) 1,706 (1,125) (2,418) (413) (2,831) 54 3 (2) 55 94 (6) 33 121 208 (133) – 75 (23) (10) (33) 50 6 (2) 54 126 193 (225) 94 169 27 12 208 (22) (1) (23) The Company 2013 $m (850) 234 (616) 54 3 (2) 55 21 14 2 37 89 (55) 17 51 – – – 2012 $m (676) (174) (850) 50 6 (2) 54 35 110 (124) 21 47 23 19 89 – – – (907) (2,498) (473) (686) 1 Further information about share-based payments to employees is disclosed in note 45. 2 The transfer of balances from the share option reserve to retained earnings represents items of a distributable nature. 3 The premium in excess of the book value paid to acquire an additional interest in a controlled entity from the non-controlling shareholder. Retained earnings Balance at beginning of the year Profit attributable to shareholders of the Company Transfer of options/rights lapsed from share option reserve1,2 Actuarial gain/(loss) on defined benefit plans after tax3 Dividend income on Treasury shares Ordinary share dividends paid Preference share dividends paid Retained earnings at end of year Total reserves and retained earnings Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 19,728 6,272 2 14 20 (4,082) (6) 21,948 21,041 17,787 5,661 2 (44) 24 (3,691) (11) 19,728 17,230 13,508 5,346 2 (21) – (4,082) – 14,753 14,280 12,351 4,875 2 (29) – (3,691) – 13,508 12,822 1 Further information about share-based payments to employees is disclosed in note 45. 2 The transfer of balances from the share option reserve to retained earnings represents items of a distributable nature. 3 ANZ has taken the option available under AASB 119 to recognise actuarial gains/losses on defined benefit superannuation plans directly in retained profits (refer note 1 F(vii) and note 44). A) fOREIGN CURRENCY TRANSLATION RESER vE C) AvAILABLE-fOR-SALE RE vALUATION RESER vE The translation reserve comprises exchange differences, net of hedges, arising on translation of the financial statements of foreign operations, as described in note 1 A(viii). When a foreign operation is sold, attributable exchange differences are recognised in the income statement. B) SHARE OPTION RESER vE The share option reserve arises on the grant of options, performance rights and deferred share rights to selected employees under the ANZ share option plan. Amounts are transferred out of the reserve and into share capital when the equity investments are exercised. Refer to note 1 C(iii). Changes in the fair value and exchange differences on the revaluation of available-for-sale financial assets are taken to the available-for-sale revaluation reserve. Where a revalued available-for-sale financial asset is sold, that portion of the reserve which relates to that financial asset, is realised and recognised in the income statement. Where the available-for-sale financial asset is impaired, that portion of the reserve which relates to that asset is recognised in the income statement. Refer to note 1 E(iii). D) HEDGING RESER vE The hedging reserve represents hedging gains and losses recognised on the effective portion of cash flow hedges. The cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement. Refer to note 1 E(ii). 120 Notes to the fiNaNcial statemeNts (continued) 31: Capital Management ANZ pursues an active approach to capital management, which is designed to protect the interests of depositors, creditors and shareholders. This involves the on-going review and Board approval of the level and composition of ANZ’s capital base, assessed against the following key policy objectives: } regulatory compliance such that capital levels exceed APRA’s, ANZ’s primary prudential supervisor, minimum Prudential Capital Ratios (PCRs) both at Level 1 (the Company and specified subsidiaries) and Level 2 (ANZ consolidated under Australian prudential standards), along with US Federal Reserve’s minimum Level 2 requirements under ANZ’s Foreign Holding Company Licence in the United States of America; } capital levels are aligned with the risks in the business and to meet strategic and business development plans through ensuring that available capital exceeds the level of Economic Capital required to support the Ratings Agency ‘default frequency’ confidence level for a ‘AA’ credit rating category bank. Economic Capital is an internal estimate of capital levels required to support risk and unexpected losses above a desired target solvency level; } capital levels are commensurate with ANZ maintaining its preferred ‘AA’ credit rating category for senior long-term unsecured debt given its risk appetite outlined in its strategic plan; and } an appropriate balance between maximising shareholder returns and prudent capital management principles. ANZ achieves these objectives through an Internal Capital Adequacy Assessment Process (ICAAP) whereby ANZ conducts detailed strategic and capital planning over a medium term time horizon. Annually, ANZ conducts a detailed strategic planning process over a three year time horizon, the outcomes of which are embodied in the Strategic Plan. This process involves forecasting key economic variables which Divisions use to determine key financial data for their existing business. New strategic initiatives to be undertaken over the planning period and their financial impact are then determined. These processes are used for the following: } review capital ratios, targets, and levels of different classes of capital against ANZ’s risk profile and risk appetite outlined in the Strategic Plan. ANZ’s capital targets reflect the key policy objectives above, and the desire to ensure that under specific stressed economic scenarios that capital levels have sufficient capital to remain above both Economic Capital and Prudential Capital Ratio (PCR) requirements; Results are subsequently used to: } recalibrate ANZ’s management targets for minimum and operating ranges for its respective classes of capital such that ANZ will have sufficient capital to remain above both Economic Capital and regulatory requirements; and } identify the level of organic capital generation and hence determine current and future capital issuance requirements for Level 1 and Level 2. From these processes, a Capital Plan is developed and approved by the Board which identifies the capital issuance requirements, capital securities maturity profile, and options around capital products, timing and markets to execute the Capital Plan under differing market and economic conditions. The Capital Plan is maintained and updated through a monthly review of forecast financial performance, economic conditions and development of business initiatives and strategies. The Board and senior management are provided with monthly updates of ANZ’s capital position. Any actions required to ensure ongoing prudent capital management are submitted to the Board for approval. REGULATORY ENvIRONMENT ANZ’s regulatory capital calculation is governed by APRA’s Prudential Standards which adopt a risk-based capital assessment framework based on the Basel 3 capital measurement standards. This risk-based approach requires eligible capital to be divided by total risk weighted assets (RWAs), with the resultant ratio being used as a measure of an Authorised Deposit-taking Institution’s (ADIs) capital adequacy. APRA determines PCRs for Common Equity Tier 1 (CET1), Tier 1 and Total Capital, with capital as the numerator and RWAs as the denominator. To ensure that ADIs are adequately capitalised on both a stand-alone and group basis, APRA adopts a tiered approach to the measurement of an ADI’s capital adequacy by assessing the ADIs financial strength at three levels: } Level 1 – the ADI on a stand-alone basis (i.e. the Company and approved subsidiaries which are consolidated to form the ADIs’ Extended Licensed Entity); } Level 2 – the consolidated banking group (i.e. the consolidated financial group less certain subsidiaries and associates excluded under the prudential standards); and } stress tests are performed under different economic conditions } Level 3 – the conglomerate group at the widest level. to ensure a comprehensive review of ANZ’s capital position both before and after mitigating actions. The stress tests determine the level of additional capital (i.e. the ‘stress capital buffer’) needed to absorb losses that may be experienced during an economic downturn; and } stress testing is integral to strengthening the predictive approach to risk management and is a key component in managing risks, asset writing strategies and business strategies. It creates greater understanding of the impacts on financial performance through modelling relationships and sensitivities between geographic, industry and Divisional exposures under a range of macro economic scenarios. ANZ has a dedicated stress testing team within Risk Management that models and reports to management and the Board’s Risk Committee on a range of scenarios and stress tests. ANZ is a Level 1 and Level 2 reporter, and measures capital adequacy monthly on a Level 1 and Level 2 basis, and is not yet required to report on a Level 3 basis. Regulatory capital is divided into Tier 1, carrying the highest capital elements, and Tier 2, which has lower capital elements, but still adds to the overall strength of the ADI. NOTES TO THE FINANCIAL STATEMENTS 121 ANZ ANNUAL REPORT 2013 REGULATORY CHANGE The Basel Committee on Banking Supervision has released a series of consultation papers (Basel 3) containing a number of proposals to strengthen the global capital and liquidity framework to improve the banking sector’s ability to absorb shocks arising from financial and economic stress. Following the above, APRA’s released its new prudential capital standards in September 2012 detailing the implementation of the majority of Basel 3 capital reforms in Australia. ANZ has implemented APRA’s Basel 3 capital reforms from 1 January 2013, and is also well placed to meet the future implementation of the capital conservation measures included in the reforms, including the capital conservation buffer from 1 January 2016. APRA is still to finalise capital standards on the Basel 3 reforms dealing with the leverage ratio, contingent capital and measures to address systematic and inter-connected risks. APRA has announced that it will proceed with implementing Level 3 Conglomerates framework on 1 January 2015, with final Level 3 Prudential Standards on capital adequacy to be released by January 2014. The standards will regulate a bancassurance group such as ANZ as a single economic entity with minimum capital requirements and additional reporting on risk exposure levels. Based upon APRA’s draft prudential standards covering group governance and risk exposures in December 2012 and draft Level 3 capital adequacy standards released in May 2013, ANZ is not expecting any material impact on its operations. 31: Capital Management (continued) Tier 1 capital is comprised of Common Equity Tier 1 capital less deductions and Additional Tier 1 capital instruments. Common Equity Tier 1 capital comprises shareholders’ equity adjusted for items which APRA does not allow as regulatory capital or classifies as lower forms of regulatory capital. Common Equity Tier 1 capital includes the following significant adjustments: } Additional Tier 1 capital instruments included within shareholders’ equity are excluded; } Reserves excluding the hedging reserve and reserves of insurance and funds management subsidiaries excluded for Level 2 purposes; } Retained earnings excluding retained earnings of insurance and funds management subsidiaries excluded for Level 2 purposes, but includes capitalised deferred fees forming part of loan yields that meet the criteria set out in the prudential standard; } Inclusion of qualifying treasury shares; and } Current year net of tax earnings less profits of insurance and funds management subsidiaries excluded for Level 2 purposes. Additional Tier 1 capital instruments are high quality components of capital that provide a permanent and unrestricted commitment of funds, are available to absorb losses, are subordinated to the claims of depositors and senior creditors in the event of the winding up of the issuer and provide for fully discretionary capital distributions. Deductions from the capital base comprise mainly deductions to the Common Equity Tier 1 component. These deductions are largely intangible assets, investments in insurance and funds management entities and associates, capitalised expenses (including loan and origination fees) and the amount of regulatory expected losses (EL) in excess of eligible provisions. Tier 2 capital mainly comprises perpetual subordinated debt instruments and dated subordinated debt instruments which have a minimum term of five years at issue date. Total Capital is the sum of Tier 1 capital and Tier 2 capital. In addition to the prudential capital oversight that APRA conducts over the Company and the Group, the Company’s branch operations and major banking subsidiary operations are overseen by local regulators such as the Reserve Bank of New Zealand, the US Federal Reserve, the UK Prudential Regulation Authority, the Monetary Authority of Singapore, the Hong Kong Monetary Authority and the China Banking Regulatory Commission who may impose minimum capitalisation rates on those operations. Throughout the financial year, the Company and the Group maintained compliance with the minimum Common Equity Tier 1, Tier 1 and Total Capital ratios set by APRA and the US Federal Reserve (as applicable) as well as applicable capitalisation rates set by regulators in countries where the Company operates branches and subsidiaries. 122 Notes to the fiNaNcial statemeNts (continued) 31: Capital Management (continued) CAPITAL ADEqUACY The table below provides the composition of capital used for regulatory purposes and capital adequacy ratios. qualifying capital Tier 1 Shareholders' equity and non-controlling interests Prudential adjustments to shareholders equity Gross Common Equity Tier 1 Capital Deductions Common Equity Tier 1 Capital Additional Tier 1 capital Tier 1 capital Tier 2 capital Total qualifying capital Capital adequacy ratios Common Equity Tier 1 Tier 1 Tier 2 Total Risk Weighted Assets Basel 3 2013 $m Basel 2 2012 $m 45,615 (932) 44,683 (15,892) 28,791 6,401 35,192 6,190 41,382 8.5% 10.4% 1.8% 12.2% 41,220 (3,857) 37,363 (10,839) 26,524 5,977 32,501 4,073 36,574 8.8% 10.8% 1.4% 12.2% 339,265 300,119 REGULATORY ENvIRONMENT – INSURANCE AND fUNDS MANAGEMENT BUSINESS Under APRA’s Prudential Standards, life insurance and funds management activities are de-consolidated for the purposes of calculating capital adequacy and excluded from the risk based capital adequacy framework for the ANZ Level 2 Group. Under APRA’s Basel 3 framework, investment in these controlled entities is deducted from CET 1 capital (previously, under Basel 2, only the intangible component of the investment in these controlled entities was deducted from Tier 1 capital with the balance of the investment deducted 50% from Tier 1 and 50% from Tier 2 capital). Additionally any profits from these activities included in ANZ’s results are excluded from the determination of CET 1 capital to the extent they have not been remitted to the Level 2 Group. ANZ’s insurance companies in Australia are regulated by APRA on a stand-alone basis. Prudential Standards issued under the Life Insurance Act 1995 and Insurance Act 1973 determine the minimum capital requirements these companies are required to meet. APRA reviewed its capital standards for life and general insurers, and introduced new prudential standards that came into effect on 1 January 2013. Life insurance companies in New Zealand are required to meet minimum capital requirements as determined by the Insurance (Prudential Supervision) Act. Fund managers in Australia are subject to ‘Responsible Entity’ regulation by the Australian Securities and Investment Commission (ASIC). ASIC’s new financial requirements for Responsible Entities became effective from 1 November, 2012. The regulatory capital requirements vary depending on the type of Australian Financial Services Licence or Authorised Representatives’ Licence held. APRA supervises approved trustees of superannuation funds and it introduced new financial requirements which became effective from 1 July 2013. ANZ’s insurance and funds management companies held assets in excess of regulatory capital requirements at 30 September 2013. NOTES TO THE FINANCIAL STATEMENTS 123 ANZ ANNUAL REPORT 2013 32: Assets Charged as Security for Liabilities and Collateral Accepted as Security for Assets ASSETS CHARGED AS SECURITY fOR LIABILITIES 1 The following assets are pledged as collateral: } Mandatory reserve deposits with local central banks in accordance with statutory requirements. These deposits are not available to finance the Group’s day to day operations. } Securities provided as collateral for repurchase transactions. These transactions are governed by standard industry agreements. } Debenture undertakings covering the assets of Esanda Finance Corporation Limited (Esanda), and its subsidiaries, and UDC Finance Limited (UDC). The debenture stock of Esanda, and its subsidiaries, and UDC is secured by a trust deed and collateral debentures, giving floating charges upon the undertakings and all the tangible assets of the entity, other than land and buildings (of Esanda only). All controlled entities of Esanda and UDC have guaranteed the payment of principal, interest and other monies in relation to all debenture stock and unsecured notes issued by Esanda and UDC respectively. The only loans pledged as collateral are those in Esanda, UDC and their subsidiaries. } Specified residential mortgages provided as security for notes and bonds issued to investors as part of our covered bond programs. } Collateral provided to central banks. The carrying amounts of assets pledged as security are as follows: Regulatory deposits Securities sold under arrangements to repurchase Assets pledged as collateral under debenture undertakings Covered bonds1 Other Consolidated The Company Carrying Amount Related Liability Carrying Amount Related Liability 2013 $m 2,106 1,547 2,179 21,770 277 2012 $m 1,478 536 2,073 15,276 165 2013 $m n/a 1,540 1,347 17,639 145 2012 $m n/a 528 1,273 11,162 58 2013 $m 990 1,347 – 16,558 258 2012 $m 514 289 – 11,304 164 2013 $m n/a 1,341 – 16,558 132 2012 $m n/a 286 – 11,304 58 1 The consolidated related liability represents covered bonds issued to external investors. The related liability for the Company represents the liability to the covered bond SPE. COLLATERAL ACCEPTED AS SECURITY fOR ASSETS 1 ANZ has received collateral as part of entering reverse repurchase agreements. These transactions are governed by standard industry agreements. The fair value of collateral received and sold or repledged is as follows: Collateral received on standard repurchase agreement Fair value of assets which can be sold Amount of collateral that has been resold Consolidated The Company 2013 $m 2012 $m 2013 $m 2012 $m 10,164 3,073 10,007 3,246 9,974 3,073 9,661 2,903 1 The value of cash collateral for derivatives is included in notes 10 and 22. The terms and conditions of the collateral agreements are included in the standard Credit Support Annex that forms part of the International Swaps and Derivatives Association Master Agreement. 124 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management STRATEGY IN USING fINANCIAL INSTRUMENTS Financial instruments are fundamental to the Group’s business, constituting the core element of its operations. Accordingly, the risks associated with financial instruments are a significant component of the risks faced by the Group. Financial instruments create, modify or reduce the credit, market (including traded and non-traded interest rate and foreign currency related risks) and liquidity risks of the Group’s balance sheet. These risks, and the Group’s objectives, policies and processes for managing and measuring such risks are outlined below. Credit Risk Credit risk is the risk of financial loss resulting from the failure of ANZ’s customers and counterparties to honour or perform fully the terms of a loan or contract. The Group assumes credit risk in a wide range of lending and other activities in diverse markets and in many jurisdictions. Credit risks arise not only from traditional lending to customers, but also from inter-bank, treasury, international trade and capital market activities around the world. The Group has an overall objective of sound growth for appropriate returns. The credit risk principles of the Group have been set by the Board and are implemented and monitored within a tiered structure of delegated authority designed to oversee multiple facets of credit risk, including business writing strategies, credit policies/controls, portfolio monitoring and risk concentrations. Credit Risk Management Overview The credit risk management framework ensures a consistent approach is applied across the Group in measuring, monitoring and managing the credit risk appetite set by the Board. The Board is assisted and advised by the Board Risk Committee in discharging its duty to oversee credit risk. The Board Risk Committee sets the credit risk appetite and credit strategies, as well as approving credit transactions beyond the discretion of executive management. Responsibility for the oversight and control of the credit risk framework (including the risk appetite) resides with the Credit and Market Risk Committee (CMRC), which is an executive management committee comprising senior risk, business and Group executives, chaired by the Chief Risk Officer (CRO). Central to the Group’s management of credit risk is the existence of an independent credit risk management function that is staffed by risk specialists. Independence is achieved by having all credit risk staff ultimately report to the CRO, including where they are embedded in business units. The primary responsibility for prudent and profitable management of credit risk and customer relationships rests with the business units. The authority to make credit decisions is delegated by the Board to the CEO who in turn delegates authority to the CRO. The CRO in turn delegates some of his credit discretion to individuals as part of a ‘cascade’ of authority from senior to the most junior credit officers. Individuals must be suitably skilled and accredited in order to be granted and retain a credit discretion. Credit discretions are reviewed on an annual basis, and may be varied based on the holder’s performance. The Group has two main approaches to assessing credit risk arising from transactions: } the larger and more complex credit transactions are assessed on a judgemental credit basis. Rating models provide a consistent and structured assessment, with judgement required around the use of out-of-model factors. Credit approval for judgemental lending is typically on a dual approval basis, jointly by the business writer in the business unit and an independent credit officer; and } programmed credit assessment typically covers retail and some small business lending, and refers to the automated assessment of credit applications using a combination of scoring (application and behavioural), policy rules and external credit reporting information. Where an application does not meet the automated assessment criteria it will be referred out for manual assessment, with assessors considering the decision tool recommendation. Central and divisional credit risk teams perform key roles in portfolio management such as the development and validation of credit risk measurement systems, loan asset quality reporting, stress testing, and the development of credit policies and requirements. Credit policies and requirements cover all aspects of the credit life cycle such as transaction structuring, risk grading, initial approval, ongoing management and problem debt management, as well as specialist policy topics. The Group’s grading system is fundamental to the management of credit risk, seeking to measure the probability of default (PD), the exposure at default (EAD) and the loss in the event of default (LGD) for all transactions. From an operational perspective, the Group’s credit grading system has two separate and distinct dimensions that: } measure the PD, which is expressed by a 27-grade Customer Credit Rating (CCR), reflecting the ability to service and repay debt. Within the programmed credit assessment sphere, the CCR is typically expressed as a score which maps back to the PD; and } measure the LGD, which is expressed by a Security Indicator (SI) ranging from A to G. The SI is calculated by reference to the percentage of the loan covered by security which can be realised in the event of default. The security-related SIs are supplemented with a range of other SIs to cover situations where ANZ’s LGD research indicates certain transaction characteristics have different recovery outcomes. Within the programmed credit assessment sphere, exposures are grouped into large homogenous pools – and the LGD is assigned at the pool level. The development and regular validation of rating models is undertaken by specialist central risk teams. The outputs from these models drive many day-to-day credit decisions, such as origination, pricing, approval levels, regulatory capital adequacy, economic capital allocation and provisioning. The risk grading process includes monitoring of model-generated results to ensure appropriate judgement is exercised (such as overrides to take into account any out-of-model factors). NOTES TO THE FINANCIAL STATEMENTS 125 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Collateral management Collateral is used to mitigate credit risk, as the secondary source of repayment in case the counterparty cannot meet its contractual repayment obligations. ANZ credit principles specify to only lend when the counterparty has the capacity and ability to repay, and the Group sets limits on the acceptable level of credit risk. Acceptance of credit risk is firstly based on the counterparty’s assessed capacity to meet contractual obligations (such as the scheduled repayment of principal and interest). In certain cases, such as where the customer risk profile is considered very sound or by the nature of the product (for instance, small limit products such as credit cards), a transaction may not be supported by collateral. For some products, the collateral provided is fundamental to its structuring so is not strictly the secondary source of repayment. For example, lending secured by trade receivables is typically repaid by the collection of those receivables. The most common types of collateral typically taken by ANZ include: } charges over cash deposits; } security over real estate including residential, commercial, industrial or rural property; and } other security includes charges over business assets, security over specific plant and equipment, charges over listed shares, bonds or securities and guarantees and pledges. Credit policy requirements set out the acceptable types of collateral, as well as a process by which additional instruments and/or asset types can be considered for approval. ANZ’s credit risk modelling approach uses historical internal loss data and other relevant external data to assist in determining the discount that each type of collateral would be expected to incur in a forced sale. This discounted value is used in the determination of the SI for LGD purposes. In the event of customer default, any loan security is usually held as mortgagee in possession while the Group is actively seeking to realise it. Therefore the Group does not usually hold any real estate or other assets acquired through the enforcement of security. The Group generally uses Master Agreements with its counterparties for derivatives activities. Generally, International Swaps and Derivatives Association (ISDA) Master Agreements will be used. Under the ISDA Master Agreement, if a default of a counterparty occurs, all contracts with the counterparty are terminated. They are then settled on a net basis at market levels current at the time of default. In addition to the terms noted above, ANZ’s preferred practice is to use a Credit Support Annex (CSA) to the ISDA Master Agreement. Under a CSA, open derivative positions with the counterparty are aggregated and cash collateral (or other forms of eligible collateral) is exchanged daily. The collateral is provided by the counterparty that is out of the money. Upon termination of the trade, payment is required only for the final daily mark-to-market movement rather than the mark-to-market movement since inception. Concentrations of credit risk Concentrations of credit risk arise when a number of customers are engaged in similar business activities or activities within the same geographic region, or when they have similar risk characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The Group monitors its portfolios, to identify and assess risk concentrations. The Group’s strategy is to maintain well-diversified credit portfolios focused on achieving an acceptable risk-return balance. Credit risk portfolios are actively monitored and frequently reviewed to identify, assess and guard against unacceptable risk concentrations. Concentration analysis will typically include geography, industry, credit product and risk grade. The Group also applies single customer counterparty limits to protect against unacceptably large exposures to single name risk. These limits are established based on a combination of factors including the nature of counterparty, probability of default and collateral provided. 126 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) Concentrations of credit risk analysis Composition of financial instruments that give rise to credit risk by industry: Consolidated Australia Agriculture, forestry fishing and mining Business services Construction Electricity, gas and water supply Entertainment, leisure and tourism Financial, investment and insurance Government and official institutions Manufacturing Personal lending Property services Retail trade Transport and storage Wholesale trade Other New Zealand Agriculture, forestry fishing and mining Business services Construction Electricity, gas and water supply Entertainment, leisure and tourism Financial, investment and insurance Government and official institutions Manufacturing Personal lending Property services Retail trade Transport and storage Wholesale trade Other Liquid assets and due from other financial institutions 2013 $m 2012 $m Trading and AfS1 2012 2013 $m $m Derivatives Loans and advances2,6 Other financial assets3 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m Credit related commitments4 2012 2013 $m $m Total5,6 2013 $m 2012 $m 11 7 – – – 101 11 23 3 – 2 6 – 4 274 101 68 83 65 109 13,132 5,679 5,141 12,666 5,490 4,989 213 94 91 154 68 66 8,519 3,658 4,090 8,136 3,003 3,650 22,152 9,539 9,392 21,146 8,637 8,841 – 162 162 715 928 3,284 3,316 – – 3,091 2,245 7,252 6,651 40 – 2 118 264 7,431 7,075 108 78 2,146 2,370 9,803 9,829 14,527 9,131 19,305 18,853 27,558 30,680 9,878 8,986 138 101 5,920 4,051 77,326 71,802 – 54 – – 2 8 281 107 32 63 – 345 35 5 264 14 20,930 41 – 10 112 66 3 23 16,642 53 – 24 122 104 6 280 155 472 – 552 146 411 448 1,084 281 906 653 6,929 484 8,124 – 215,540 202,042 25,006 9,203 6,413 6,429 8,675 24,821 10,535 6,592 5,684 8,118 1,007 194 669 207 705 5 145 3,233 424 163 97 102 145 3 105 2,428 307 118 70 74 105 329 8,132 38,477 9,759 4,204 3,206 5,738 4,805 312 7,646 17,754 22,072 16,897 15,773 34,525 257,250 238,995 35,370 35,566 13,746 15,162 10,469 10,380 12,719 12,256 14,791 14,282 8,681 4,074 3,208 5,739 5,012 14,997 10,064 40,657 36,258 32,102 36,098 323,417 308,898 4,958 3,677 102,074 92,652 518,205 487,647 13 9 – 17 – 19 10 – 10 – 26 – – 27 – – – – 29 6 – 59 9 2 16,365 835 921 14,555 1,154 812 23 322 463 665 748 – 24 33 919 931 82 4 5 3 5 75 6 4 4 5 1,590 414 447 1,491 428 491 18,105 1,268 1,373 16,199 1,607 1,309 1,321 1,251 2,355 2,499 259 306 1,207 1,275 1,389 1,232 4,557 2,950 5,939 6,880 747 400 231 59 736 832 13,599 12,353 20 48 – 12 91 17 78 – 283 34 – 5 22 20 43 – 5,226 – – – – 3 – 41 6,843 5 – – 5 40 – 26 221 61 – 15 36 48 12 55 322 78 – 32 34 74 17 18 1,094 2,595 53,978 7,065 1,529 1,293 1,092 601 1,063 2,327 45,304 6,056 1,416 1,322 954 689 1,694 1,678 9,880 9,892 6,768 8,021 89,699 77,731 5 13 270 35 8 6 5 3 675 5 12 234 31 7 7 5 4 861 1,437 9,099 990 627 542 1,185 891 855 1,632 6,973 899 807 462 1,055 415 7,427 4,154 63,347 8,117 2,291 1,909 2,372 1,591 9,371 4,088 52,511 7,023 2,291 1,925 2,074 1,152 458 20,399 17,897 129,115 115,677 1 Available-for-sale assets. 2 Excludes individual and collective provisions for credit impairment held in respect of credit related commitments. 3 Mainly comprises trade dated assets and accrued interest. 4 Credit related commitments comprise undrawn facilities and customer contingent liabilities. 5 Prior period restatement due to account reclassification. 6 Comparative information has been restated to reflect the reclassification of Chattel Mortgages (refer note 1). NOTES TO THE FINANCIAL STATEMENTS 127 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Concentrations of credit risk analysis (continued): Composition of financial instruments that give rise to credit risk by industry (continued): Liquid assets and due from other financial institutions Trading and AfS1 assets Derivatives Loans and advances2,6 Other financial assets3 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m Credit related commitments4 2012 2013 $m $m Total6 2013 $m 2012 $m – 3 1 – – 7 1 1 – – – – – 36 – – – – 308 4 14 48 2 10 2,850 919 610 1,590 492 457 29 121 127 2,054 1,603 – 9 5 1,057 825 42,161 38,629 11,662 8,442 5,401 3,992 8,795 6,686 16 32 1 – 1 – 101 – 29 11 – – 1 3 74 127 6,444 81 – 84 8 69 21 422 5,525 220 – – 13 1 4 709 39 371 – 159 32 60 140 350 8 269 – 111 22 78 86 52 364 14,198 9,143 4,238 1,172 2,890 9,739 2,629 281 11,404 6,469 3,312 934 2,416 7,315 2,392 45 30 11 – 22 73 12 347 183 103 30 73 165 149 36 24 9 5,530 2,953 2,826 4,002 2,155 2,662 8,733 3,909 3,462 5,683 2,674 3,139 – 2,316 1,687 4,527 3,446 18 424 258 1,512 1,106 59 10,646 6,836 78,738 64,644 10 279 147 83 24 59 133 120 1,041 26,598 7,821 1,877 1,253 1,891 17,564 1,989 1,059 18,804 6,444 1,349 690 1,211 13,171 2,861 7,916 41,627 17,148 6,461 2,496 4,983 27,730 5,539 6,912 30,987 13,060 4,855 1,684 3,768 20,783 6,261 42,316 38,883 18,827 14,943 7,008 4,810 60,658 46,176 1,243 1,001 84,729 63,189 214,781 169,002 24 19 1 17 – 127 22 24 10 40 29 – 2 6 – 4 611 111 82 190 76 121 32,347 7,433 6,672 28,811 7,136 6,258 340 128 107 265 98 79 15,639 7,025 7,363 13,629 5,586 6,803 48,990 14,716 14,227 43,028 12,918 13,289 225 214 1,158 1,518 6,003 5,667 3 4 6,728 5,183 14,134 12,596 – 2 151 302 9,407 8,831 135 101 2,829 2,934 12,522 12,210 58,077 48,992 35,524 30,245 38,898 41,552 19,420 16,072 442 219 17,302 11,719 169,663 148,799 36 134 1 12 94 25 460 107 344 108 – 350 58 28 381 141 32,600 122 – 94 120 138 24 486 29,010 278 – 24 140 145 10 1,015 415 904 – 726 214 519 600 1,489 611 1,253 2,111 23,722 1,828 21,855 – 278,661 253,815 34,374 11,553 10,151 14,698 11,756 36,124 13,236 10,775 16,515 11,348 1,150 250 821 310 775 22 505 3,686 562 201 176 272 297 18 396 2,809 421 149 136 212 229 2,231 36,167 55,397 12,626 6,084 5,639 24,487 7,685 2,226 34,037 37,415 28,082 51,972 61,554 47,942 337,745 304,566 47,248 50,144 10,929 17,721 19,949 5,571 16,162 17,272 4,881 35,576 42,358 19,965 22,204 21,412 8,288 Consolidated Overseas Markets Agriculture, forestry fishing and mining Business services Construction Electricity, gas and water supply Entertainment, leisure and tourism Financial, investment and insurance Government and official institutions Manufacturing Personal lending Property services Retail trade Transport and storage Wholesale trade Other Consolidated – aggregate Agriculture, forestry fishing and mining Business services Construction Electricity, gas and water supply Entertainment, leisure and tourism Financial, investment and insurance Government and official institutions Manufacturing Personal lending Property services Retail trade Transport and storage Wholesale trade Other Gross Total 59,007 50,625 69,364 61,093 45,878 48,929 473,774 432,805 6,876 5,136 207,202 173,738 862,101 772,326 Individual provision for credit impairment Collective provision for credit impairment Income yet to mature Capitalised brokerage/ mortgage origination fees Excluded from analysis above Net Total – – – – – – (1,440) (1,729) – – (27) (44) (1,467) (1,773) – 59,007 – 50,625 – 69,364 – 61,093 – 45,878 – (2,236) (2,292) 48,929 470,042 428,840 – 6,876 – (2,765) (529) 5,136 206,580 173,165 857,747 767,788 (2,887) (595) – – – – – – (1,067) (1,241) – – – – (1,067) (1,241) – 59,007 – 50,625 – 69,364 – 61,093 – 45,878 2,907 61,914 3,056 53,681 59 69,423 71 61,164 – 45,878 – 797 48,929 469,917 428,396 942 – – 48,929 469,917 428,396 – – 6,876 – 6,876 – 797 5,136 206,580 173,165 857,622 767,344 942 – – – 3,127 5,136 206,580 173,165 860,588 770,471 2,966 – – 1 Available-for-sale assets. 2 Excludes individual and collective provisions for credit impairment held in respect of credit related commitments. 3 Mainly comprises trade dated assets and accrued interest. 4 Credit related commitments comprise undrawn facilities and customer contingent liabilities. 5 Prior period restatement due to account reclassification. 6 Comparative information has been restated to reflect the reclassification of Chattel Mortgages (refer note 1). 128 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) Concentrations of credit risk analysis (continued): Composition of financial instruments that give rise to credit risk by industry (continued): The Company Australia Agriculture, forestry fishing and mining Business services Construction Electricity, gas and water supply Entertainment, leisure and tourism Financial, investment and insurance5 Government and official institutions Manufacturing Personal lending Property services Retail trade Transport and storage Wholesale trade Other New Zealand Agriculture, forestry fishing and mining Business services Construction Electricity, gas and water supply Entertainment, leisure and tourism Financial, investment and insurance5 Government and official institutions Manufacturing Personal lending Property services Retail trade Transport and storage Wholesale trade Other Liquid assets and due from other financial institutions 2013 $m 2012 $m Trading and AfS1 2012 2013 $m $m Derivatives Loans and advances2,6 Other financial assets3 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m Credit related commitments4 2012 2013 $m $m Total6 2013 $m 2012 $m 11 7 – – – 101 11 23 – 40 3 – 2 53 – 6 – 4 274 101 68 83 65 109 12,948 5,670 5,129 12,295 5,451 4,952 56 715 928 3,275 3,292 2 118 264 7,412 7,021 161 75 72 – 86 103 48 46 8,517 3,658 4,086 6,362 2,354 2,860 21,914 9,511 9,357 18,950 7,929 7,994 – 3,088 – 7,131 4,276 55 2,144 1,857 9,760 9,239 14,308 9,169 20,173 19,224 32,837 35,149 9,974 10,299 122 78 6,030 23,885 83,444 97,804 – 53 – – 2 8 276 107 32 63 – 345 35 5 264 14 20,929 41 – 10 112 66 3 23 16,642 53 – 24 122 104 6 280 155 472 – 552 146 411 448 1,084 281 906 651 6,905 481 8,059 – 214,958 200,586 24,826 9,135 6,358 6,383 8,665 24,768 10,519 6,592 5,684 8,059 1,007 194 669 207 705 5 116 2,669 339 130 78 81 117 3 74 1,710 217 83 50 52 75 329 8,132 38,437 9,749 4,204 3,206 5,738 4,746 244 5,991 17,683 22,069 15,146 15,719 27,056 256,064 229,352 33,247 35,418 12,761 15,113 9,699 10,361 11,409 12,230 14,735 14,136 6,828 3,192 2,513 4,497 4,996 14,772 10,102 41,415 36,523 37,381 40,567 322,544 307,803 4,051 2,594 102,064 92,635 522,227 490,224 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 11 10 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 8,252 – – – – – – – 7,518 – – – – – 11 10 8,252 7,518 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 48 – – – – – 48 – – – – – – – – 82 – – – – – 82 – – – – – – – – – – 11 10 – – 8,300 – – – – – – – 7,600 – – – – – 8,311 7,610 1 Available-for-sale assets. 2 Excludes individual and collective provisions for credit impairment held in respect of credit related commitments. 3 Mainly comprises trade dated assets and accrued interest. 4 Credit related commitments comprise undrawn facilities and customer contingent liabilities. 5 Includes amounts due from other Group entities. 6 Comparative information has been restated to reflect the reclassification of Chattel Mortgages (refer note 1). NOTES TO THE FINANCIAL STATEMENTS 129 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Concentrations of credit risk analysis (continued): Composition of financial instruments that give rise to credit risk by industry (continued): Liquid assets and due from other financial institutions Trading and AfS1 assets Derivatives Loans and advances2,6 Other financial assets3 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m Credit related commitments4 2012 2013 $m $m Total6 2013 $m 2012 $m – 2 1 – – 2 – – – – – – – – – – – – 27 – 173 2 7 56 5 25 1 5 2,363 778 414 988 422 296 69 1,759 1,493 3 815 598 36,952 35,720 9,765 6,671 2,804 2,269 7,875 6,466 12 8 – – 1 – 81 2 25 3 – – 1 3 46 37 3,608 7 – 76 – 62 – 310 4,332 204 – – – 1 – 507 22 158 – 83 17 32 63 197 5 113 – 79 11 40 41 28 222 8,385 5,708 3,559 627 2,291 7,885 2,168 255 9,149 5,300 2,938 563 1,940 6,117 1,866 37,059 35,837 13,828 11,742 3,619 2,689 44,849 38,391 11 9 1 – – 103 11 23 – 40 3 – 2 53 – 6 – 4 447 103 75 108 66 114 15,311 6,448 5,543 13,283 5,873 5,248 83 771 997 5,034 4,785 2 123 267 8,227 7,619 17 13 4 – 11 47 8 196 93 65 13 36 93 81 677 178 88 76 – 97 18 14 4 4,335 2,361 2,737 3,655 2,040 2,560 6,888 3,156 3,163 4,688 2,477 2,865 – 1,743 – 3,558 1,589 12 307 180 1,138 793 49 7,859 6,731 65,302 57,906 8 207 98 68 14 38 98 85 963 21,024 3,647 1,441 691 1,461 14,247 1,543 1,053 16,021 5,672 1,165 454 1,191 11,780 2,861 4,835 29,778 9,448 5,224 1,349 3,882 22,369 4,301 5,678 25,697 11,070 4,250 1,043 3,213 18,082 5,384 713 64,359 55,363 164,391 144,735 121 62 50 12,852 6,019 6,823 10,017 4,394 5,420 28,802 12,667 12,520 23,638 10,406 10,859 – 4,831 – 10,689 5,865 67 2,451 2,037 10,898 10,032 51,260 44,889 29,938 25,895 35,652 37,428 17,849 16,765 169 127 13,889 30,616 148,757 155,720 12 61 – – 3 8 357 109 57 66 – 345 36 8 310 51 24,537 48 – 86 112 128 3 333 20,974 257 – 24 122 105 6 787 177 630 – 635 163 443 511 1,281 286 1,019 873 15,290 736 17,208 – 228,918 213,404 27,764 9,698 8,298 12,500 10,531 28,327 11,146 8,883 13,569 10,227 1,086 205 709 248 733 13 312 2,762 404 143 114 174 198 11 281 1,808 285 97 88 150 160 1,292 29,156 42,132 11,190 4,895 4,667 19,985 6,289 23,361 26,904 1,297 22,012 40,843 45,497 32,810 273,812 248,022 37,497 40,642 13,804 16,462 12,912 14,243 29,491 34,599 20,119 18,437 7,993 3,646 3,704 16,277 7,857 The Company Overseas Markets Agriculture, forestry fishing and mining Business services Construction Electricity, gas and water supply Entertainment, leisure and tourism Financial, investment and insurance5 Government and official institutions Manufacturing Personal lending Property services Retail trade Transport and storage Wholesale trade Other The Company – aggregate Agriculture, forestry fishing and mining Business services Construction Electricity, gas and water supply Entertainment, leisure and tourism Financial, investment and insurance5 Government and official institutions Manufacturing Personal lending Property services Retail trade Transport and storage Wholesale trade Other Gross Total 51,831 45,939 55,243 48,265 41,011 43,266 375,645 353,712 4,728 3,307 166,471 148,080 694,929 642,569 Individual provision for credit impairment Collective provision for credit impairment – – – – – – – – – – – – (1,046) (1,242) (1,729) (1,728) – – – – (10) (27) (1,056) (1,269) (457) (410) (2,186) (2,138) 51,831 45,939 55,243 48,265 41,011 43,266 372,870 350,742 4,728 3,307 166,004 147,643 691,687 639,162 Income yet to mature Capitalised brokerage/ mortgage origination fees – – – – – – – – – – – (723) (952) – 787 707 – – – – – – – (723) (952) – 787 707 51,831 45,939 55,243 48,265 41,011 43,266 372,934 350,497 4,728 3,307 166,004 147,643 691,751 638,917 Excluded from analysis above 954 1,010 44 66 – – – – – – – – 998 1,076 Net total 52,785 46,949 55,287 48,331 41,011 43,266 372,934 350,497 4,728 3,307 166,004 147,643 692,749 639,993 1 Available-for-sale assets. 2 Excludes individual and collective provisions for credit impairment held in respect of credit related commitments. 3 Mainly comprises trade dated assets and accrued interest. 4 Credit related commitments comprise undrawn facilities and customer contingent liabilities. 5 Includes amounts due from other Group entities. 6 Comparative information has been restated to reflect the reclassification of Chattel Mortgages (refer note 1). 130 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) Credit quality Maximum exposure to credit risk For financial assets recognised on the balance sheet, the maximum exposure to credit risk is the carrying amount. In certain circumstances, there may be differences between the carrying amounts reported on the balance sheet and the amounts reported in the tables below. Principally, these differences arise in respect of financial assets that are subject to risks other than credit risk, such as equity investments which are primarily subject to market risk, or bank notes and coins. For contingent exposures, the maximum exposure to credit risk is the maximum amount the Group would have to pay if the instrument is called upon. For undrawn facilities, the maximum exposure to credit risk is the full amount of the committed facilities. The following tables present the maximum exposure to credit risk of on-balance sheet and off-balance sheet financial assets before taking account of any collateral held or other credit enhancements. Consolidated On-balance sheet positions Liquid assets Due from other financial institutions Trading securities Derivative financial instruments2 Available-for-sale assets Net loans and advances3 – Australia4 – International and Institutional Banking4 – New Zealand4 – Global Wealth Other financial assets5,6 On-balance sheet sub total Off-balance sheet positions Undrawn facilities Contingent facilities Off-balance sheet sub total Total The Company On-balance sheet positions Liquid assets Due from other financial institutions Trading securities Derivative financial instruments2 Available-for-sale assets Net loans and advances3 Other financial assets6 On-balance sheet sub total Off-balance sheet positions Undrawn facilities Contingent facilities Off-balance sheet sub total Total Reported on Balance Sheet Exclude1 Maximum exposure to credit risk 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 39,737 22,177 41,288 45,878 28,135 36,578 17,103 40,602 48,929 20,562 2,907 – – – 59 3,056 – – – 71 36,830 22,177 41,288 45,878 28,076 33,522 17,103 40,602 48,929 20,491 271,619 110,075 81,414 6,187 6,876 253,892 98,302 70,268 5,361 5,136 – – – – – – – – – – 271,619 110,075 81,414 6,187 6,876 253,892 98,302 70,268 5,361 5,136 653,386 596,733 2,966 3,127 650,420 593,606 170,670 36,532 141,355 32,383 207,202 173,738 – – – – – – 170,670 36,532 141,355 32,383 207,202 173,738 860,588 770,471 2,966 3,127 857,622 767,344 Reported on balance Sheet 2013 $m 2012 $m 33,838 18,947 31,464 41,011 23,823 372,467 4,728 32,782 14,167 30,490 43,266 17,841 350,060 3,307 526,278 491,913 134,622 31,849 118,461 29,619 166,471 148,080 Exclude1 Maximum exposure to credit risk 2013 $m 954 – – – 44 – – 998 – – – 2012 $m 2013 $m 2012 $m 1,010 – – – 66 – – 32,884 18,947 31,464 41,011 23,779 372,467 4,728 31,772 14,167 30,490 43,266 17,775 350,060 3,307 1,076 525,280 490,837 – – – 134,622 31,849 118,461 29,619 166,471 148,080 692,749 639,993 998 1,076 691,751 638,917 Includes individual and collective provisions for credit impairment held in respect of credit related commitments. 1 Includes bank notes and coins and cash at bank within liquid assets and equity instruments within available-for-sale financial assets. 2 Derivative financial instruments are net of credit valuation adjustments. 3 4 Includes impact of divisional reclassification. 5 Prior period restatement due to account reclassification. 6 Mainly comprises trade dated assets and accrued interest. NOTES TO THE FINANCIAL STATEMENTS 131 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Distribution of financial assets by credit quality The Group has a comprehensive rating system that is used to quantify credit risk. The use of masterscales ensures consistency across exposure types at the Group, providing a consistent framework for reporting and analysis. All customers with whom ANZ has a credit relationship including guarantors, are assigned a Customer Credit Rating (CCR) or score at origination either by programmed credit assessment or by judgemental assessment. In addition, the CCR or score is reviewed on an ongoing basis to ensure it accurately reflects the credit risk of the customer and the prevailing economic conditions. The Group’s risk grade profile therefore changes dynamically through new lending, repayment and/or existing counterparty movements in either risk or volume. Restructured items Restructured items are facilities in which the original contractual terms have been modified for reasons related to the financial difficulties of the customer. Restructuring may consist of reduction of interest, principal or other payments legally due or an expansion in maturity materially beyond those typically offered to new facilities with similar risk. Consolidated Liquid assets Due from other financial institutions Trading securities Derivative financial instruments1 Available-for-sale assets Net loans and advances2 – Australia3 – International and Institutional Banking3 – New Zealand3 – Global Wealth Other financial assets4,5 Credit related commitments6 Total The Company Liquid assets Due from other financial institutions Trading securities Derivative financial instruments1 Available-for-sale assets Net loans and advances2 Other financial assets4 Credit related commitments6 Total Neither past due nor impaired Past due but not impaired Restructured Impaired 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 36,830 22,177 41,288 45,786 28,076 33,522 17,103 40,602 48,784 20,491 – – – – – – – – – – 261,250 108,450 79,136 6,069 6,876 207,124 244,196 96,499 67,621 5,241 5,136 173,591 9,447 443 1,770 103 – – 8,550 623 1,863 99 – – 843,062 752,786 11,763 11,135 – – – 25 – 3 300 13 – – – 341 – – – 29 – 39 309 148 – – – 525 Maximum exposure to credit risk 2013 $m 2012 $m 36,830 22,177 41,288 45,878 28,076 33,522 17,103 40,602 48,929 20,491 2012 $m – – – 116 – 1,107 871 636 21 – 147 271,619 110,075 81,414 6,187 6,876 207,202 253,892 98,302 70,268 5,361 5,136 173,738 – – – 67 – 919 882 495 15 – 78 2,456 2,898 857,622 767,344 Neither past due nor impaired 2013 $m 2012 $m 32,884 18,947 31,464 40,919 23,779 360,814 4,728 166,399 31,772 14,167 30,490 43,122 17,775 338,717 3,307 147,935 679,934 627,285 Past due but not impaired Restructured Impaired 2013 $m – – – – – 9,717 – – 9,717 2012 $m – – – – – 9,091 – – 9,091 2013 $m – – – 25 – 259 – – 284 2012 $m – – – 29 – 348 – – 377 2013 $m – – – 67 – 1,677 – 72 1,816 Maximum exposure to credit risk 2013 $m 2012 $m 32,884 18,947 31,464 41,011 23,779 372,467 4,728 166,471 31,772 14,167 30,490 43,266 17,775 350,060 3,307 148,080 2012 $m – – – 115 – 1,904 – 145 2,164 691,751 638,917 Includes individual and collective provisions for credit impairment held in respect of credit related commitments. Includes impact of divisional reclassification. 1 Derivative assets, considered impaired, are net of credit valuation adjustments. 2 3 4 Mainly comprises trade dated assets and accrued interest. 5 Prior period restatement due to account reclassification. 6 Comprises undrawn facilities and customer contingent liabilities. 132 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) Credit quality of financial assets neither past due nor impaired The credit quality of financial assets is managed by the Group using internal CCRs based on their current probability of default. The Group’s masterscales are mapped to external rating agency scales, to enable wider comparisons. Internal rating Strong credit profile Customers that have demonstrated superior stability in their operating and financial performance over the long-term, and whose debt servicing capacity is not significantly vulnerable to foreseeable events. This rating broadly corresponds to ratings ‘Aaa’ to ‘Baa3’ and ‘AAA’ to ‘BBB-’ of Moody’s and Standard & Poor’s respectively. Satisfactory risk Customers that have consistently demonstrated sound operational and financial stability over the medium to long- term, even though some may be susceptible to cyclical trends or variability in earnings. This rating broadly corresponds to ratings ‘Ba2’ to ‘Ba3’ and ‘BB’ to ‘BB-’ of Moody’s and Standard & Poor’s respectively. Sub-standard but not past due or impaired Customers that have demonstrated some operational and financial instability, with variability and uncertainty in profitability and liquidity projected to continue over the short and possibly medium term. This rating broadly corresponds to ratings ‘B1’ to ‘Caa’ and ‘B+’ to ‘CCC’ of Moody’s and Standard & Poor’s respectively. Consolidated Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Net loans and advances1 – Australia2 – International and Institutional Banking2 – New Zealand2 – Global Wealth Other financial assets3,4 Credit related commitments5 Total The Company Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Net loans and advances1 Other financial assets3 Credit related commitments5 Total Strong credit profile Satisfactory risk 2013 $m 2012 $m 36,704 21,206 41,288 44,531 26,781 32,790 16,296 40,503 46,577 19,065 2013 $m 112 967 – 1,104 1,280 2012 $m 664 792 99 1,962 1,420 Sub-standard but not past due or impaired 2013 $m 14 4 – 151 15 2012 $m 68 15 – 245 6 Neither past due nor impaired total 2013 $m 2012 $m 36,830 22,177 41,288 45,786 28,076 33,522 17,103 40,602 48,784 20,491 194,152 84,070 54,512 3,378 6,536 175,609 181,060 73,172 43,532 2,464 4,742 142,037 54,603 21,429 22,381 2,667 289 29,275 51,990 20,105 21,262 2,701 334 29,535 12,495 2,951 2,243 24 51 2,240 11,146 3,222 2,827 76 60 2,019 261,250 108,450 79,136 6,069 6,876 207,124 244,196 96,499 67,621 5,241 5,136 173,591 688,767 602,238 134,107 130,864 20,188 19,684 843,062 752,786 Strong credit profile Satisfactory risk Sub-standard but not past due or impaired Neither past due nor impaired total 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 32,820 18,526 31,464 39,763 23,707 272,401 4,510 143,669 31,107 13,806 30,460 41,090 17,707 253,522 3,032 125,774 43 421 – 1,011 63 73,628 182 20,939 609 357 30 1,837 62 71,334 230 20,500 21 – – 145 9 14,785 36 1,791 56 4 – 195 6 13,861 45 1,661 32,884 18,947 31,464 40,919 23,779 360,814 4,728 166,399 31,772 14,167 30,490 43,122 17,775 338,717 3,307 147,935 566,860 516,498 96,287 94,959 16,787 15,828 679,934 627,285 Includes individual and collective provisions for credit impairment held in respect of credit related commitments. 1 2 Includes impact of divisional reclassification. 3 Mainly comprises trade dated assets and accrued interest. 4 Prior period restatement due to account reclassification. 5 Comprises undrawn commitments and customer contingent liabilities. NOTES TO THE FINANCIAL STATEMENTS 133 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Ageing analysis of financial assets that are past due but not impaired Ageing analysis of past due loans is used by the Group to measure and manage emerging credit risks. Financial assets that are past due but not impaired include those which are assessed, approved and managed on a portfolio basis within a centralised environment (for example credit cards and personal loans) that can be held on a productive basis until they are 180 days past due, as well as those which are managed on an individual basis. A large portion of retail credit exposures, such as residential mortgages, are generally well secured. That is, the value of associated security is sufficient to cover amounts outstanding. As at 30 Sep 13 Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Net loans and advances1 – Australia – International and Institutional Banking – New Zealand – Global Wealth Other financial assets2 Credit related commitments3 Consolidated The Company 1-5 days $m – – – – – 3,096 2,231 – 852 13 – – 6-29 days $m – – – – – 4,416 3,622 299 435 60 – – 30-59 days $m – – – – – 1,506 1,295 1 209 1 – – 60-89 days $m – – – – – 927 745 88 83 11 – – >90 days $m – Total $m – – – – – 1,818 1,554 – – – – 11,763 9,447 55 191 18 – – 443 1,770 103 – – 1-5 days $m – – – – – 2,240 – – – – – – 6-29 days $m – – – – – 3,798 – – – – – – 30-59 days $m – – – – – 1,313 – – – – – – 60-89 days $m – – – – – 790 – – – – – – >90 days $m – – – – – 1,576 – – – – – – Total $m – – – – – 9,717 – – – – – – Total 3,096 4,416 1,506 927 1,818 11,763 2,240 3,798 1,313 790 1,576 9,717 As at 30 Sep 12 Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Net loans and advances1 – Australia4 – International and Institutional Banking4 – New Zealand – Global Wealth Other financial assets2 Credit related commitments3 Unknown Consolidated The Company 1-5 days $m – – – – – 2,285 1,454 46 772 13 – – – 6-29 days $m – – – – – 4,926 3,823 409 619 75 – – – 30-59 days $m – – – – – 1,478 1,263 4 208 3 – – – 60-89 days $m – – – – – 733 561 80 84 8 – – – >90 days $m – Total $m – – – – – 1,713 1,449 – – – – 11,135 8,550 84 180 – – – – 623 1,863 99 – – – 1-5 days $m – – – – – 1,544 – 6-29 days $m – – – – – 4,197 – 30-59 days $m – – – – – 1,289 – – – – – – – – – – – – – – – – – – – 60-89 days $m – – – – – 606 – – – – – – – >90 days $m – – – – – 1,455 – Total $m – – – – – 9,091 – – – – – – – – – – – – – Total 2,285 4,926 1,478 733 1,713 11,135 1,544 4,197 1,289 606 1,455 9,091 Includes individual and collective provisions for credit impairment held in respect of credit related commitments. 1 2 Mainly comprises trade dated assets and accrued interest. 3 Comprises undrawn commitments and customer contingent liabilities. 4 Prior period restatement includes impact of divisional reclassification. 134 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) Estimated value of collateral for all financial assets Consolidated Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Net loans and advances1 – Australia2 – International and Institutional Banking2 – New Zealand2 – Global Wealth Other financial assets3,4 Credit related commitments5 Total The Company Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Net loans and advances1 Other financial assets3 Credit related commitments5 Total financial effect of collateral Maximum exposure to credit risk Unsecured portion of credit exposure 2013 $m 9,640 – 1,037 3,921 330 2012 $m 9,103 – 705 2,531 210 2013 $m 36,830 22,177 41,288 45,878 28,076 2012 $m 33,522 17,103 40,602 48,929 20,491 2013 $m 27,190 22,177 40,251 41,957 27,746 2012 $m 24,419 17,103 39,897 46,398 20,281 242,647 38,803 76,328 5,587 1,188 35,938 225,934 39,091 66,047 5,088 1,263 35,604 271,619 110,075 81,414 6,187 6,876 207,202 253,892 98,302 70,268 5,361 5,136 173,738 28,972 71,272 5,086 600 5,688 171,264 27,958 59,211 4,221 273 3,873 138,134 415,419 385,576 857,622 767,344 442,203 381,768 financial effect of collateral Maximum exposure to credit risk Unsecured portion of credit exposure 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 9,292 – 671 3,531 222 296,307 843 29,394 8,619 – 346 2,326 102 270,895 1,008 29,744 32,884 18,947 31,464 41,011 23,779 372,467 4,728 166,471 31,772 14,167 30,490 43,266 17,775 350,060 3,307 148,080 23,592 18,947 30,793 37,480 23,557 76,160 3,885 137,077 23,153 14,167 30,144 40,940 17,673 79,165 2,299 118,336 340,260 313,040 691,751 638,917 351,491 325,877 Includes individual and collective provisions for credit impairment held in respect of credit related commitments. 1 2 Includes impact of divisional reclassification. 3 Mainly comprises trade dated assets and accrued interest. 4 Prior period restatement due to account reclassification. 5 Comprises undrawn commitments and customer contingent liabilities. NOTES TO THE FINANCIAL STATEMENTS 135 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) financial assets that are individually impaired Consolidated The Company Impaired assets 2013 $m 2012 $m Individual provision balance 2013 $m 2012 $m Impaired assets Individual provision balance 2013 $m 2012 $m 2013 $m 2012 $m – – – 67 – 2,353 – 82 2,502 – – – – – 814 – 23 837 – – – – – 584 – – 584 – – – 67 – 3,751 – 105 3,923 – – – 111 – 2,838 – 173 3,122 – – – – – 991 – 18 1,009 – – – 5 – 535 – – 540 – – – 116 – 4,364 – 191 4,671 – – – – – 934 – 10 944 – – – – – 244 – 17 261 – – – – – 262 – – 262 – – – – – 1,440 – 27 1,467 – – – – – 1,100 – 27 1,127 – – – – – 351 – 17 368 – – – – – 277 – – 277 – – – – – 1,729 – 44 1,773 – – – 67 – 2,260 – 82 2,409 – – – – – 30 – – 30 – – – – – 433 – – 433 – – – 67 – 2,723 – 82 2,872 – – – 111 – 2,664 – 172 2,947 – – – – – 31 – – 31 – – – 4 – 451 – – 455 – – – 115 – 3,146 – 172 3,433 – – – – – 896 – 10 906 – – – – – 8 – – 8 – – – – – 142 – – 142 – – – – – 1,046 – 10 1,056 – – – – – 1,009 – 27 1,036 – – – – – 9 – – 9 – – – – – 224 – – 224 – – – – – 1,242 – 27 1,269 Australia Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Loans and advances Other financial assets1 Credit related commitments2 Subtotal New Zealand Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Loans and advances Other financial assets1 Credit related commitments2 Subtotal Overseas Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Loans and advances Other financial assets1 Credit related commitments2 Subtotal Aggregate Liquid assets Due from other financial institutions Trading securities Derivative financial instruments Available-for-sale assets Loans and advances Other financial assets1 Credit related commitments2 Total 1 Mainly comprises trade dated assets and accrued interest. 2 Comprises undrawn commitments and customer contingent liabilities. 136 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) Market risk (excludes insurance and funds management) Market risk is the risk to the Group’s earnings arising from changes in interest rates, currency exchange rates, credit spreads, or from fluctuations in bond, commodity or equity prices. Market risk arises when changes in market rates, prices and volatilities lead to a decline in the value of assets and liabilities, including financial derivatives. Market risk is generated through both trading and banking book activities. ANZ conducts trading operations in interest rates, foreign exchange, commodities, securities and equities. ANZ has a detailed risk management and control framework to support its trading and balance sheet activities. The framework incorporates a risk measurement approach to quantify the magnitude of market risk within trading and balance sheet portfolios. This approach and related analysis identifies the range of possible outcomes that can be expected over a given period of time, establishes the relative likelihood of those outcomes and allocates an appropriate amount of capital to support these activities. Group-wide responsibility for the strategies and policies relating to the management of market risk lies with the Board Risk Committee. Responsibility for day to day management of both market risks and compliance with market risk policy is delegated by the Risk Committee to the Credit and Market Risk Committee (CMRC) and the Group Asset & Liability Committee (GALCO). The CMRC, chaired by the Chief Risk Officer, is responsible for the oversight of market risk. All committees receive regular reporting on the range of trading and balance sheet market risks that ANZ incurs. Within overall strategies and policies, the control of market risk at the Group level is the joint responsibility of Business Units and Risk Management, with the delegation of market risk limits from the Board and CMRC allocated to both Risk Management and the Business Units. The management of Risk Management is supported by a comprehensive limit and policy framework to control the amount of risk that the Group will accept. Market risk limits are allocated at various levels and are reported and monitored by Market Risk on a daily basis. The detailed limit framework allocates individual limits to manage and control asset classes (e.g. interest rates, equities), risk factors (e.g. interest rates, volatilities) and profit and loss limits (to monitor and manage the performance of the trading portfolios). Market risk management and control responsibilities To facilitate the management, measurement and reporting of market risk, ANZ has grouped market risk into two broad categories: a) Traded market risk This is the risk of loss from changes in the value of financial instruments due to movements in price factors for both physical and derivative trading positions. Trading positions arise from transactions where ANZ acts as principal with customers, financial exchanges or interbank counterparties. The principal risk categories monitored are: } Currency risk is the potential loss arising from the decline in the value of a financial instrument due to changes in foreign exchange rates or their implied volatilities. } Interest rate risk is the potential loss arising from the change in the value of a financial instrument due to changes in market interest rates or their implied volatilities. } Credit spread risk is the potential loss arising from a change in value of an instrument due to a movement of its margin or spread relative to a benchmark. } Commodity risk is the potential loss arising from the decline in the value of a financial instrument due to changes in commodity prices or their implied volatilities. } Equity risk is the potential loss arising from the decline in the value of a financial instrument due to changes in stock prices or their implied volatilities. b) Non-traded market risk (or balance sheet risk) This comprises the management of non-traded interest rate risk, liquidity, and the risk to the Australian dollar denominated value of the Group’s capital and earnings as a result of foreign exchange rate movements. Some instruments do not fall into either category that also expose ANZ to market risk. These include equity securities classified as available-for-sale financial assets. value at Risk (vaR) measure A key measure of market risk is Value at Risk (VaR). VaR is a statistical estimate of the possible daily loss and is based on historical market movements. ANZ measures VaR at a 99% confidence interval. This means that there is a 99% chance that the loss will not exceed the VaR estimate on any given day. The Group’s standard VaR approach for both traded and non-traded risk is historical simulation. The Group calculates VaR using historical changes in market rates, prices and volatilities over the previous 500 business days. Traded and non-traded VaR is calculated using a one-day holding period. It should be noted that because VaR is driven by actual historical observations, it is not an estimate of the maximum loss that the Group could experience from an extreme market event. As a result of this limitation, the Group utilises a number of other risk measures (e.g. stress testing) and risk sensitivity limits to measure and manage market risk. NOTES TO THE FINANCIAL STATEMENTS 137 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Traded Market Risk Below are the aggregate Value at Risk (VaR) exposures at a 99% confidence level covering both physical and derivatives trading positions for the Bank’s principal trading centres. 30 September 2013 30 September 2012 Consolidated value at risk at 99% confidence Foreign exchange Interest rate Credit Commodity Equity Diversification benefit The Company value at risk at 99% confidence Foreign exchange Interest rate Credit Commodity Equity Diversification benefit As at $m 3.0 3.9 4.2 1.6 1.4 (8.5) 5.6 As at $m 3.0 3.7 3.8 1.6 1.4 (8.6) 4.9 High for year $m Low for year $m Average for year $m 12.6 11.6 8.6 4.2 3.4 n/a 13.6 2.3 2.8 2.8 1.2 0.6 n/a 4.9 5.2 5.8 4.2 2.3 1.6 (10.4) 8.7 30 September 2013 High for year $m Low for year $m Average for year $m 11.5 12.8 8.6 4.2 3.4 n/a 12.9 2.3 2.6 2.7 1.2 0.6 n/a 4.7 5.2 5.8 4.1 2.3 1.6 (10.4) 8.6 As at $m 3.5 4.5 4.0 1.8 1.2 (6.9) 8.1 As at $m 3.5 4.0 4.0 1.8 1.2 (6.7) 7.8 High for year $m Low for year $m Average for year $m 10.0 8.1 7.5 4.8 4.0 n/a 13.6 3.5 2.8 2.6 1.5 0.7 n/a 5.7 5.9 5.4 4.7 3.3 1.6 (11.6) 9.3 30 September 2012 High for year $m Low for year $m Average for year $m 9.9 7.5 7.5 4.8 4.0 n/a 13.3 3.5 2.3 2.6 1.5 0.7 n/a 5.4 5.9 4.6 4.6 3.3 1.6 (11.1) 8.9 VaR is calculated separately for foreign exchange, interest rate, credit, commodity and equities and for the Group. The diversification benefit reflects the historical correlation between these products. Electricity commodities risk is measured under the standard approach for regulatory purposes. To supplement the VaR methodology, ANZ applies a wide range of stress tests, both on individual portfolios and at a Group level. ANZ ‘s stress-testing regime provides senior management with an assessment of the financial impact of identified extreme events on market risk exposures of ANZ. Standard stress tests are applied on a daily basis and measure the potential loss arising from applying extreme market movements to individual and groups of individual price factors. Extraordinary stress tests are applied monthly and measure the potential loss arising as a result of scenarios generated from major financial market events. 138 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) Non-traded Market Risk (Balance Sheet Risk) The principal objectives of balance sheet management are to maintain acceptable levels of interest rate and liquidity risk to mitigate the negative impact of movements in interest rates on the earnings and market value of the Group’s banking book, while ensuring the Group maintains sufficient liquidity to meet its obligations as they fall due. Interest rate risk The objective of balance sheet interest rate risk management is to secure stable and optimal net interest income over both the short (next 12 months) and long-term. Non-traded interest rate risk relates to the potential adverse impact of changes in market interest rates on the Group’s future net interest income. This risk arises from two principal sources: mismatches between the repricing dates of interest bearing assets and liabilities; and the investment of capital and other non-interest bearing liabilities in interest bearing assets. Interest rate risk is reported using various techniques including: VaR and scenario analysis (to a 1% shock). a) VaR non-traded interest rate risk The repricing assumptions used to determine the VaR and 1% rate shock have been independently validated. Below are aggregate VaR figures covering non-traded interest rate risk. 2013 2012 Consolidated value at risk at 99% confidence Australia New Zealand Asia Pacific, Europe & America Diversification benefit The Company value at risk at 99% confidence Australia New Zealand Asia Pacific, Europe & America Diversification benefit As at $m 66.3 12.6 9.7 (11.4) 77.2 As at $m 66.3 0.2 9.2 (1.8) 73.9 High for year $m Low for year $m Average for year $m 71.8 17.9 11.1 n/a 79.6 25.5 10.0 4.2 n/a 27.3 49.3 13.2 6.3 (16.1) 52.7 2013 High for year $m Low for year $m Average for year $m 71.8 0.6 10.3 n/a 76.3 25.5 0.1 3.0 n/a 26.5 49.3 0.3 5.3 (3.3) 51.6 As at $m 25.9 11.2 5.5 (14.9) 27.7 As at $m 25.9 0.1 4.5 (3.8) 26.7 High for year $m Low for year $m Average for year $m 28.5 14.6 6.0 n/a 29.4 13.7 10.3 4.5 n/a 15.7 20.4 12.3 5.2 (15.3) 22.6 2012 High for year $m Low for year $m Average for year $m 28.5 0.2 5.1 n/a 28.9 13.7 0.1 3.9 n/a 12.9 20.4 0.1 4.5 (4.7) 20.3 VaR is calculated separately for the Australia, New Zealand and APEA geographies, as well as for the Group. To supplement the VaR methodology, ANZ applies a wide range of stress tests, both on individual portfolios and at Group level. ANZ’s stress testing regime provides senior management with an assessment of the financial impact of identified extreme events on market risk exposures of ANZ. b) Scenario Analysis – a 1% shock on the next 12 months’ net interest income A 1% overnight parallel positive shift in the yield curve is modelled to determine the potential impact on net interest income over the succeeding 12 months. This is a standard risk measure which assumes the parallel shift is reflected in all wholesale and customer rates. The figures in the table below indicate the outcome of this risk measure for the current and previous financial years – expressed as a percentage of reported net interest income. The sign indicates the nature of the rate sensitivity with a positive number signifying that a rate increase is positive for net interest income over the next 12 months. Impact of 1% rate shock As at period end Maximum exposure Minimum exposure Average exposure (in absolute terms) Consolidated The Company 2013 2012 2013 2012 1.00% 1.72% 1.00% 1.29% 1.55% 2.45% 1.26% 1.95% 1.16% 2.04% 1.16% 1.55% 1.92% 2.99% 1.47% 2.36% The extent of mismatching between the repricing characteristics and timing of interest bearing assets and liabilities at any point has implications for future net interest income. On a global basis, the Group quantifies the potential variation in future net interest income as a result of these repricing mismatches. NOTES TO THE FINANCIAL STATEMENTS 139 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Interest rate risk (continued) The repricing gaps themselves are constructed based on contractual repricing information. However, for those assets and liabilities where the contractual term to repricing is not considered to be reflective of the actual interest rate sensitivity (for example, products priced at the Group’s discretion), a profile based on historically observed and/or anticipated rate sensitivity is used. This treatment excludes the effect of basis risk between customer pricing and wholesale market pricing. Equity securities classified as available-for-sale The portfolio of financial assets, classified as available-for-sale for measurement and financial reporting purposes, also contains equity investment holdings which predominantly comprise investments held for longer term strategic intentions. These equity investments are also subject to market risk which is not captured by the VaR measures for traded and non-traded market risks. Regular reviews are performed to substantiate valuation of the investments within the portfolio and the equity investments are regularly reviewed by management for impairment. The fair value of the equity securities can fluctuate. The table below outlines the composition of the equity holdings. Consolidated The Company 2013 $m 59 6 2012 $m 71 7 2013 $m 44 4 2012 $m 66 7 The Group’s liquidity and funding risks are governed by a set of principles which are approved by the ANZ Board Risk Committee. The core objective of the overall framework is to ensure that the Group has sufficient liquidity to meet obligations as they fall due, without incurring unacceptable losses. In response to the impact of the global financial crisis, the framework has been reviewed and updated. The following key components underpin the overall framework: } Maintaining the ability to meet all payment obligations in the immediate term; } Ensuring that the Group has the ability to meet ‘survival horizons’ under a range of ANZ specific and general market liquidity stress scenarios, at the site and Group-wide level, to meet cash flow obligations over the short to medium term; } Maintaining strength in the Group’s balance sheet structure to ensure long term resilience in the liquidity and funding risk profile; } Limiting the potential earnings at risk implications associated with unexpected increases in funding costs or the liquidation of assets under stress; } Ensuring the liquidity management framework is compatible with local regulatory requirements; } Preparation of daily liquidity reports and scenario analysis, quantifying the Group’s positions; } Targeting a diversified funding base, avoiding undue concentrations by investor type, maturity, market source and currency; } Holding a portfolio of high quality liquid assets to protect against adverse funding conditions and to support day-to-day operations; and } Establishing detailed contingency plans to cover different liquidity crisis events. Management of liquidity and funding risks are overseen by the Group Asset and Liability Committee (GALCO). Other equity holdings Impact on equity of 10% variation in value foreign currency risk – structural exposures The investment of capital in foreign operations, such as branches, subsidiaries or associates with functional currencies other than the Australian dollar, exposes the Group to the risk of changes in foreign exchange rates. The main operating (or functional) currencies of Group entities are the Australian dollar, the New Zealand dollar and the US dollar, with a number of overseas undertakings operating in various other currencies. The Group presents its consolidated financial statements in Australian dollars, as the Australian dollar is the dominant currency. The Group’s consolidated balance sheet is therefore affected by exchange differences between the Australian dollar and functional currencies of foreign operations. Variations in the value of these overseas operations arising as a result of exchange differences are reflected in the foreign currency translation reserve in equity. The Group routinely monitors this risk and conducts hedging, where it is expected to add shareholder value, in accordance with approved policies. The Group’s exposures to structural foreign currency risks are managed with the primary objective of ensuring, where practical, that the consolidated capital ratios are neutral to the effect of changes in exchange rates. Selective hedges were in place during the 2013 and 2012 financial years. For details on the hedging instruments used and effectiveness of hedges of net investments in foreign operations, refer to note 12 to these financial statements. The Group’s economic hedges against New Zealand Dollar and US Dollar revenue streams are included within ‘Trading derivatives’ at note 12. Liquidity Risk (Excludes Insurance and funds Management) Liquidity risk is the risk that the Group is unable to meet its payment obligations as they fall due, including repaying depositors or maturing wholesale debt, or that the Group has insufficient capacity to fund increases in assets. The timing mismatch of cash flows and the related liquidity risk is inherent in all banking operations and is closely monitored by the Group. The Group maintains a portfolio of liquid assets to manage potential stresses in funding sources. The minimum level of liquidity portfolio assets to hold is based on a range of ANZ specific and general market liquidity stress scenarios such that potential cash flow obligations can be met over the short to medium term. 140 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) Scenario modelling A key component of the Group’s liquidity management framework is scenario modelling. APRA requires ADIs to assess liquidity under different scenarios, including the ‘going-concern’ and ‘name-crisis’. ‘Going-concern’: reflects the normal behaviour of cash flows in the ordinary course of business. APRA requires that the Group must be able to meet all commitments and obligations under a going concern scenario, within the ADIs normal funding capacity (‘available to fund’ limit), over at least the following 30 calendar days. In estimating the funding requirement, the Group models expected cashflows by reference to historical behaviour and contractual maturity data. ‘Name-crisis’: refers to a potential name-specific liquidity crisis which models the behaviour of cash flows where there is a problem (real or perceived) which may include, but is not limited to, operational issues, doubts about the solvency of the Group or adverse rating changes. Under this scenario the Group may have significant difficulty rolling over or replacing funding. Under a name crisis, APRA requires the Group to be cashflow positive over a five business day period. ‘Survival horizons’: The Global financial crisis has highlighted the importance of differentiating between stressed and normal market conditions in a name-specific crisis, and the different behaviour that offshore and domestic wholesale funding markets can exhibit during market stress events. As a result, the Group has enhanced its liquidity risk scenario modelling, to supplement APRA’s statutory requirements. The Group has linked its liquidity risk appetite to defined liquidity ‘survival horizons’ (i.e. the time period under which ANZ must maintain a positive cashflow position under a specific scenario or stress). Under these scenarios, customer and/or wholesale balance sheet asset/liability flows are stressed. The following stressed scenarios are modelled: } Extreme Short Term Crisis Scenario (ESTC): A name-specific stress during a period of market stress. } Short Term Crisis Scenario (NSTC): A name-specific stress during a period of normal markets conditions. } Global Funding Market Disruption (GFMD): Stressed global wholesale funding markets leading to a closure of domestic and offshore markets. } Offshore Funding Market Disruption (OFMD): Stressed global wholesale funding markets leading to a closure of offshore markets only. Each of ANZ’s operations is responsible for ensuring its compliance with all scenarios that are required to be modelled. Additionally, we measure, monitor and manage all modelled liquidity scenarios on an aggregated Group-wide level. Liquidity Portfolio Management The Group holds a diversified portfolio of cash and high credit quality securities that may be sold or pledged to provide same-day liquidity. This portfolio helps protect the Group’s liquidity position by providing cash in a severely stressed environment. All assets held in the prime portfolio are securities eligible for repurchase under agreements with the applicable central bank (i.e. ‘repo eligible’). The liquidity portfolio is well diversified by counterparty, currency and tenor. Under the liquidity policy framework, securities purchased for ANZ’s liquidity portfolio must be of a similar or better credit quality to ANZ’s external long-term or short-term credit ratings and continue to be repo eligible. Supplementing the prime liquid asset portfolio, the Group holds additional liquidity; } central bank deposits with the US Federal Reserve, Bank of England, Bank of Japan and European Central Bank of $21.2 billion, } Australian Commonwealth and State Government securities of $6.9 billion and gold & precious metals of $2.9 billion, and, } cash and other securities to satisfy local country regulatory liquidity requirements which are not included in the liquid assets below. Eligible securities Prime liquidity portfolio (market values1) Australia New Zealand United States United Kingdom Singapore Hong Kong Japan Prime Liquidity Portfolio (excluding Internal RMBS) Internal RMBS (Australia) Internal RMBS (New Zealand) Total Prime Portfolio Other Eligible Securities Total 1 Market value is post the repo discount applied by the applicable central bank 2013 $m 27,787 11,095 2,067 5,129 3,106 596 1,359 51,139 35,677 3,738 90,554 31,013 2012 $m 24,050 10,990 1,367 3,260 4,491 608 1,340 46,106 34,871 2,981 83,958 30,605 121,567 114,563 NOTES TO THE FINANCIAL STATEMENTS 141 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Liquidity Crisis Contingency Planning The Group maintains APRA-endorsed liquidity crisis contingency plans defining an approach for analysing and responding to a liquidity threatening event at a country and Group-wide level. To align with the enhanced liquidity scenario analysis framework, crisis management strategies are assessed against the Group’s crisis stress scenarios. Group funding ANZ manages its funding profile using a range of funding metrics and balance sheet disciplines. This approach is designed to ensure that an appropriate proportion of the Group’s assets are funded by stable funding sources including core customer deposits, longer-dated wholesale funding (with a remaining term exceeding one year) and equity. The framework is compliant with APRA’s key liquidity contingency crisis planning requirements and guidelines and includes: } The establishment of crisis severity/stress levels; } Clearly assigned crisis roles and responsibilities; } Early warning signals indicative of an approaching crisis, and mechanisms to monitor and report these signals; } Crisis Declaration Assessment processes, and related escalation triggers set against early warning signals; } Outlined action plans, and courses of action for altering asset and liability behaviour; } Procedures for crisis management reporting, and making up cash-flow shortfalls; } Guidelines determining the priority of customer relationships in the event of liquidity problems; and } Assigned responsibilities for internal and external communications. Regulatory change The Basel 3 Liquidity changes include the introduction of two new liquidity ratios to measure liquidity risk (the Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR)). A component of the liquidity required under the proposed standards will likely be met via the previously announced Committed Liquidity Facility from the Reserve Bank of Australian (RBA), however the size and availability of the facility has not yet been agreed with APRA and the RBA. While ANZ has an existing stress scenario framework and structural liquidity risk metrics and limits in place, the requirements proposed are in general more challenging. These changes may impact the future composition and size of ANZ’s liquidity portfolio, the size and composition of the Bank’s funding base and consequently could affect future profitability. The Basel Committee on Banking Supervision released revised LCR details in January 2013 which included the re-calibration of certain balance sheet ‘run-off factors’. APRA released a second draft Prudential Standard on its requirements in May 2013 which largely adopted the recalibrated Basel runoff factors. ANZ is expecting a final Prudential Standard from APRA before the end of the 2013 calendar year as well as draft standards on Basel 3 Liquidity implementation from some offshore regulators from late 2013 onwards. The Group’s global wholesale funding strategy is designed to deliver a sustainable portfolio of wholesale funds that balances cost efficiency against prudent diversification and duration. Funding plans and performance relative to those plans are reported regularly to senior management via the Group Asset and Liability Committee (GALCO). These plans address customer balance sheet growth and changes in wholesale funding including, targeted funding volumes, markets, investors, tenors and currencies for senior, subordinated and hybrid transactions. Plans are supplemented with a monthly forecasting process which reviews the funding position to-date in light of market conditions and balance sheet requirements. Funding plans are generated through the three-year strategic planning process. Asset and deposit plans are submitted at the business segment level with the wholesale funding requirements then derived at the geographic level. To the extent that asset growth exceeds funding generated from customer deposits, additional wholesale funds are sourced. Short-term wholesale funding requirements, with a contractual maturity of less than one year, are managed through Group Treasury and local Markets operations. Long-term wholesale funding is managed and executed through Group Treasury operations in Australia and New Zealand. funding Position 2013 ANZ targets a diversified funding base, avoiding undue concentrations by investor type, maturity, market source and currency. $23.7 billion of term wholesale debt (with a remaining term greater than one year as at September 30, 2013) was issued during the financial year ended 30 September 2013. In addition, $1.1 billion of ANZ Capital Notes and $0.4 billion of ANZ Wealth bonds were issued. } Access to all major global wholesale funding markets remained available to ANZ during 2013. } All wholesale funding needs were comfortably met. } The weighted average tenor of new term debt was 4.3 years (4.6 years in 2012). } The weighted average cost of new term debt issuance decreased in FY13 as a result of improved market conditions. Although average portfolio costs remain substantially above pre-crisis levels, they have started to decrease from these elevated levels during 2013. 142 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) The following tables show the Group’s funding composition: funding composition Customer deposits and other liabilities1 Australia2 International & Institutional Banking2 New Zealand Global Wealth Group Centre Total customer deposits Other3 Total customer deposits and other liabilities (funding) wholesale funding4,5 Bonds and notes6 Loan capital Certificates of deposit (wholesale) Commercial paper Due to other financial institutions Other wholesale borrowings7 Total wholesale funding Shareholders equity Total funding maturity Short term wholesale funding (excl. Central Banks) Central Bank Deposits Long term wholesale funding – less than 1 year residual maturity – greater than 1 year residual maturity5 Total customer deposits and other liabilities (funding) Shareholders’ equity and hybrid debt Total funding and shareholders’ equity Includes term deposits, other deposits and an adjustment to the Group Centre to eliminate ANZ Wealth investments in ANZ deposit products. Includes impact of divisional reclassification. Includes interest accruals, payables and other liabilities, provisions and net tax provisions, excluding other liabilities in ANZ Wealth. 1 2 3 4 Long term wholesale funding amounts are stated at original hedged exchange rates. Movements due to currency fluctuations in actual amounts borrowed are classified as short term wholesale funding. 5 Liability for acceptances have been removed as they do not provide net funding. 6 Excludes term debt issued externally by ANZ Wealth. 7 Includes net derivative balances, special purpose vehicles, other borrowings and Euro Trust Securities (preference shares). Consolidated 2013 $m 2012 $m 152,403 163,151 46,494 11,569 (4,788) 140,810 142,651 39,622 9,449 (4,656) 368,829 327,876 13,158 9,841 381,987 337,717 69,570 12,804 58,276 12,255 36,306 2,507 62,693 11,914 56,838 12,164 30,538 4,585 191,718 178,732 44,744 40,349 12% 3% 3% 12% 62% 8% 11% 3% 5% 12% 61% 8% 100% 100% NOTES TO THE FINANCIAL STATEMENTS 143 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Contractual maturity analysis of the Group’s liabilities The table below analyses the Group and Company’s contractual liabilities, within relevant maturity groupings based on the earliest date on which the Group or Company may be required to pay. The amounts represent principal and interest cash flows and hence may differ compared to the amounts reported on the balance sheet. It should be noted that this is not how the Group manages its liquidity risk. The management of this risk is detailed above. Contractual maturity analysis of financial liabilities at 30 September: Consolidated at 30 September 2013 Due to other financial institutions Deposits and other borrowings Certificates of deposit Term deposits Other deposits interest bearing Deposits not bearing interest Commercial paper Borrowing corporations' debt Other borrowing Liability for acceptances Bonds and notes3 Loan capital3,4 Policy liabilities External unit holder liabilities (life insurance funds) Derivative liabilities (trading)5 Derivative assets and liabilities (balance sheet management) – funding Receive leg (-ve is an inflow) Pay leg – other balance sheet management Receive leg (-ve is an inflow) Pay leg Consolidated at 30 September 2012 Due to other financial institutions Deposits and other borrowings Certificates of deposit Term deposits Other deposits interest bearing Deposits not bearing interest Commercial paper Borrowing corporations' debt Other borrowing Liability for acceptances Bonds and notes3 Loan capital3,4 Policy liabilities External unit holder liabilities (life insurance funds) Derivative liabilities (trading)5 Derivative assets and liabilities (balance sheet management) – funding Receive leg (-ve is an inflow) Pay leg – other balance sheet management Receive leg (-ve is an inflow) Pay leg Less than 3 months1 $m 34,154 34,310 137,218 166,587 14,446 6,021 372 315 812 3,116 1,570 31,703 3,511 39,557 3 to 12 months $m 2,161 10,361 47,934 – – 6,246 687 – – 10,624 1,525 – – 1 to 5 years $m 8 15,492 4,601 – – – 351 – – 51,256 7,334 – – After 5 years $m – – 111 – – – – – – 10,858 3,993 – – No maturity specified2 $m Total $m – 36,323 – – – – – – – – – 1,065 685 – 60,163 189,864 166,587 14,446 12,267 1,410 315 812 75,854 15,487 32,388 3,511 39,557 (17,475) 18,469 (28,736) 30,560 (79,312) 81,302 (23,167) 23,474 (9,127) 9,258 (11,791) 11,924 (14,640) 14,656 (5,645) 5,593 – – – – (148,690) 153,805 (41,203) 41,431 Less than 3 months1 $m 29,345 30,058 126,137 142,527 11,782 7,373 353 246 1,239 5,708 722 28,763 3,949 39,725 3 to 12 months $m 1,177 13,462 43,676 – – 4,795 715 – – 11,133 2,028 – – – 1 to 5 years $m 36 15,072 5,918 – – – 269 – – 41,813 7,768 – – – After 5 years $m – – 108 – – – – – – 8,770 2,552 – – – (23,932) 25,714 (35,200) 36,402 (69,846) 75,419 (18,033) 19,073 (5,570) 5,593 (6,471) 6,663 (11,254) 11,009 (3,475) 3,263 No maturity specified2 $m Total $m – 30,558 – – – – – – – – – 953 774 – – 58,592 175,839 142,527 11,782 12,168 1,337 246 1,239 67,424 14,023 29,537 3,949 39,725 – – – – (147,011) 156,608 (26,770) 26,528 Includes at call instruments. 1 2 Includes perpetual investments brought in at face value only. 3 Any callable wholesale debt instruments have been included at their next call date. 4 Includes instruments that may be settled in cash or in equity, at the option of the Company. 5 The full mark-to-market of derivative liabilities held for trading purposes has been included in the ‘less than 3 months’ category. 144 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) The Company at 30 September 2013 Due to other financial institutions Deposits and other borrowings Certificates of deposit Term deposits Other deposits interest bearing Deposits not bearing interest Commercial paper Other borrowing Liability for acceptances Bonds and notes3 Loan capital3,4 Derivative liabilities (trading)5 Derivative assets and liabilities (balance sheet management) – funding Receive leg (-ve is an inflow) Pay leg – other balance sheet management Receive leg (-ve is an inflow) Pay leg The Company at 30 September 2012 Due to other financial institutions Deposits and other borrowings Certificates of deposit Term deposits Other deposits interest bearing Deposits not bearing interest Commercial paper Other borrowing Liability for acceptances Bonds and notes3 Loan capital3,4 Derivative liabilities (trading)5 Derivative assets and liabilities (balance sheet management) – funding Receive leg (-ve is an inflow) Pay leg – other balance sheet management Receive leg (-ve is an inflow) Pay leg Less than 3 months1 $m 31,996 32,486 117,209 138,372 7,574 3,926 208 484 1,613 1,552 35,890 3 to 12 months $m 2,160 10,331 31,056 – – 4,097 – – 9,982 1,504 1 to 5 years $m 8 15,522 2,301 – – – – – 40,337 7,334 After 5 years $m – – 101 – – – – – 9,541 3,993 (10,426) 11,234 (19,887) 21,073 (64,244) 65,310 (21,332) 21,643 (7,760) 7,857 (9,343) 9,464 (10,091) 10,161 (4,983) 4,948 Less than 3 months1 $m 27,198 28,685 109,924 122,614 6,556 5,272 197 1,012 3,883 669 36,070 3 to 12 months $m 1,173 13,322 30,023 – – 2,549 – – 8,841 2,010 – 1 to 5 years $m 36 15,072 3,587 – – – – – 33,466 7,803 – After 5 years $m – – 106 – – – – – 7,047 2,552 – (16,166) 17,511 (21,771) 23,142 (53,558) 57,983 (15,506) 16,523 (5,028) 4,992 (4,816) 4,962 (9,030) 8,703 (3,197) 2,988 No maturity specified2 $m Total $m – 34,164 – – – – – – – – 322 58,339 150,667 138,372 7,574 8,023 208 484 61,473 14,705 35,890 – – – – (115,889) 119,260 (32,177) 32,430 No maturity specified2 $m Total $m – 28,407 – – – – – – – – 287 – 57,079 143,640 122,614 6,556 7,821 197 1,012 53,237 13,321 36,070 – – – – (107,001) 115,159 (22,071) 21,645 1 Includes at call instruments. 2 Includes perpetual investments brought in at face value only. 3 Any callable wholesale debt instruments have been included at their next call date. 4 Includes instruments that may be settled in cash or in equity, at the option of the Company. 5 The full mark-to-market of derivative liabilities held for trading purposes has been included in the ‘less than 3 months’ category. NOTES TO THE FINANCIAL STATEMENTS 145 ANZ ANNUAL REPORT 2013 33: Financial Risk Management (continued) Credit related contingencies Undrawn facilities and issued guarantees comprise the nominal principal amounts of commitments, contingencies and other undrawn facilities and represents the maximum liquidity at risk position should all facilities extended be drawn. The majority of undrawn facilities are subject to customers maintaining specific credit and other requirements or conditions. Many of these facilities are expected to be partially used, whereas others may never be required to be drawn upon. As such, the total of the nominal principal amounts is not necessarily representative of future liquidity risks or future cash requirements. The tables below analyse the Group’s and Company’s undrawn facilities and issued guarantees into relevant maturity groupings based on the earliest date on which ANZ may be required to pay. Less than 1 year $m 170,670 36,532 Less than 1 year $m 141,355 32,383 Consolidated More than 1 year $m Total $m – – 170,670 36,532 Consolidated More than 1 year $m Total $m – – 141,355 32,383 Less than 1 year $m 134,622 31,849 Less than 1 year $m 118,461 29,619 The Company More than 1 year $m Total $m – – 134,622 31,849 The Company More than 1 year $m Total $m – – 118,461 29,619 Membership of OREC comprises senior executives and the committee is chaired by the Chief Risk Officer. ANZ’s Operational Risk Measurement and Management Framework (ORMMF) outlines the approach to managing operational risk. It specifically covers the minimum requirements that divisions/ business units must undertake to identify, assess, measure, monitor, control and manage operational risk in accordance to the Board approved risk appetite. ANZ does not expect to eliminate all risks, but to ensure that the residual risk exposure is managed as low as reasonably practical based on a sound risk/reward analysis in the context of an international financial institution. ANZ’s ORMMF is supported by specific policies and procedures with the effectiveness of the framework assessed through a series of governance and assurance reviews. This is supported by an independent review programme by Internal Audit. Divisional Risk Committees and Business Unit Risk Forums manage and maintain oversight of operational and compliance risks supported by thresholds for escalation and monitoring which is used to inform and support senior management strategic business decision making. Day to day management of operational and compliance risk is the accountability of every employee. Business Units undertake operational risk activities as part of this accountability. Divisional risk personnel provide oversight of operational risk undertaken in the Business Units. Group Operational Risk is responsible for exercising governance over operational risk through the management of the operational risk frameworks, policy development, framework assurance, operational risk measurement and capital allocations and reporting of operational risk issues to executive committees. 30 September 2013 Undrawn facilities Issued guarantees 30 September 2012 Undrawn facilities Issued guarantees Life insurance risk Although not a significant contributor to the Group’s balance sheet, the Group’s insurance businesses give rise to unique risks which are managed separately from the Group’s banking businesses. The nature of these risks and the manner in which they are managed is set out in note 48. Operational risk management Within ANZ, operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This definition includes legal risk, and the risk of reputational loss or damage arising from inadequate or failed internal processes, people and systems, but excludes strategic risk. The ANZ Board has delegated its powers to the Risk Committee to approve the ANZ Operational Risk Framework which is in accordance with Australian Prudential Standard APS 115 Capital Adequacy: Advanced Measurement Approaches to Operational Risk. Operational Risk Executive Committee (OREC) is the primary senior executive management forum responsible for the oversight of operational risk and the compliance risk control environment. OREC supports the Risk Committee in relation to the carrying out of its role in connection with operational risk and compliance. OREC monitors the state of operational risk and compliance management and will instigate any necessary corrective actions. Key responsibilities of OREC include: } Ensuring the execution of ANZ’s Operational Risk Measurement and Management Framework and Compliance Framework } Ensuring the execution of Board approved Operational Risk and Compliance Policies } Monitor and approve the treatment plans for Extreme rated risks } Review material (actual, potential and near miss) operational risk and compliance events 146 Notes to the fiNaNcial statemeNts (continued) 33: Financial Risk Management (continued) Group Compliance has global oversight responsibility for the ANZ Compliance Framework, and each division has responsibility for embedding the framework into its business operations, identifying applicable regulatory compliance obligations, and escalating when breaches occur. The Compliance Framework fosters an integrated approach where staff are responsible and accountable for compliance, either within their job role, or within their area of influence. The integration of the Operational Risk Measurement and Management and Compliance Frameworks, supported by common policies, procedures and tools allows for a simple and consistent way to identify, assess, measure and monitor risks across ANZ. In line with industry practice, ANZ obtains insurance cover from third party and captive providers to cover those operational risks where cost-effective premiums can be obtained. In conducting their business, business units are advised to act as if uninsured and not to use insurance as a guaranteed mitigation for operational risk. Business disruption is a critical risk to a bank’s ability to operate, so ANZ has comprehensive business continuity, recovery and crisis management plans. The intention of the business continuity and recovery plans is to ensure critical business functions can be maintained, or restored in a timely fashion, in the event of material disruptions arising from internal or external events. Group Operational Risk is responsible for maintaining ANZ’s Advanced Measurement Approach (AMA) for operational risk. Operational risk capital is held to protect depositors and shareholders of the bank from rare and severe unexpected losses. ANZ maintains and calculates operational risk capital (including regulatory and economic capital), on at least a six monthly basis. The capital is calculated using scaled external loss data, internal loss data and scenarios as a direct input and risk registers as an indirect input. 34: Fair Value of Financial Assets and Financial Liabilities Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The determination of the fair value of financial instruments is fundamental to the financial reporting framework as all financial instruments are recognised initially at fair value and, with the exception of those financial instruments carried at amortised cost, are remeasured at fair value in subsequent periods. Financial asset classes have been allocated into the following groups: amortised cost; financial assets at fair value through profit or loss; derivatives in effective hedging relationships; and available-for-sale financial assets. Similarly, each class of financial liability has been allocated into three groups: amortised cost; derivatives in effective hedging relationships; and financial liabilities at fair value through profit and loss. The fair value of a financial instrument on initial recognition is normally the transaction price, however, in certain circumstances the initial fair value may be based on other observable current market transactions in the same instrument, without modification or repackaging, or on a valuation technique whose variables include only data from observable markets. Subsequent to initial recognition, the fair value of financial instruments measured at fair value is based on quoted market prices, where available. In cases where quoted market prices are not available, fair value is determined using market accepted valuation techniques that employ observable market data. In limited cases where observable market data is not available, the input is estimated based on other observable market data, historical trends and other factors that may be relevant. (i) fAIR vALUES Of fINANCIAL ASSETS AND fINANCIAL  LIABILITIES A significant number of financial instruments are carried at fair value in the balance sheet. Below is a comparison of the carrying amounts, as reported on the balance sheet, and fair values of all financial assets and liabilities. The fair value disclosure does not cover those instruments that are not considered financial instruments from an accounting perspective such as income tax and intangible assets. In management’s view, the aggregate fair value amounts do not represent the underlying value of the Group. In the tables below, financial instruments have been allocated based on their accounting treatment. The significant accounting policies in note 1 describe how the categories of financial assets and financial liabilities are measured and how income and expenses, including fair value gains and losses, are recognised. The fair values are based on relevant information available as at the respective balance sheet dates and have not been updated to reflect changes in market condition after the balance sheet date. Liquid assets and due from/to other financial institutions The carrying values of these financial instruments where there has been no significant change in credit risk is considered to approximate their net fair values as they are short-term in nature, defined as those which reprice or mature in 90 days or less, or are receivable on demand. Trading Securities Trading securities are carried at fair value. Fair value is based on quoted market prices, broker or dealer price quotations, or modelled valuations using prices for securities with similar credit risk, maturity and yield characteristics. Derivative financial instruments Derivative financial instruments are carried at fair value. Exchange traded derivative financial instruments are valued using quoted prices. Over-the-counter derivative financial instruments are valued using accepted valuation models (including discounted cash flow models) based on current market yields for similar types of instruments adjusted to account for funding risk inherent in the derivative financial instrument, the maturity of each instrument and an adjustment reflecting the credit worthiness of the counterparty. NOTES TO THE FINANCIAL STATEMENTS 147 ANZ ANNUAL REPORT 2013 34: Fair Value of Financial Assets and Financial Liabilities (continued) Investments relating to insurance business Investments backing policy liabilities are carried at fair value. Fair value is based on quoted market prices, broker or dealer price quotations where available. Where substantial trading markets do not exist for a specific financial instrument modelled valuations are used to estimate their approximate fair values. Other financial assets Included in this category are accrued interest and fees receivable. The carrying values of accrued interest and fees receivable are considered to approximate their net fair values as they are short-term in nature or are receivable on demand. Available-for-sale assets Available-for-sale assets are carried at fair value. Fair value is based on quoted market prices or broker or dealer price quotations. If this information is not available, fair value is estimated using quoted market prices for securities with similar credit, maturity and yield characteristics, or market accepted valuation models as appropriate (including discounted cash flow models) based on current market yields for similar types of instruments and the maturity of each instrument. Net loans and advances The carrying value of loans and advances includes deferred fees and expenses, and is net of provision for credit impairment and unearned income. Fair value has been determined through discounting future cash flows. For fixed rate loans and advances, the discount rate applied incorporates changes in wholesale market rates, the Group’s cost of wholesale funding and the customer margin. For floating rate loans, only changes in wholesale market rates and the Group’s cost of wholesale funding are incorporated in the discount rate. For variable rate loans where the Group sets the applicable rate at its discretion, the fair value is set equal to the carrying value. financial assets Consolidated 30 September 2013 Liquid assets Due from other financial institutions Trading securities Derivative financial instruments1 Available-for-sale assets Net loans and advances2 Regulatory deposits Investments relating to insurance business Other financial assets At amortised cost At fair value through profit or loss Hedging Available-for- sale assets Total Total Carrying amount fair value Designated on initial recognition $m – – – – – 136 – 32,083 – 32,219 $m 39,737 22,177 – – – 469,159 2,106 – 6,876 540,055 Held for trading $m – – 41,288 43,688 – – – – – 84,976 Sub-total $m – – 41,288 43,688 – 136 – 32,083 – 117,195 Carrying amount $m – – – 2,190 – – – – – 2,190 $m – – – – 28,135 – – – – 28,135 $m 39,737 22,177 41,288 45,878 28,135 469,295 2,106 32,083 6,876 687,575 $m 39,737 22,177 41,288 45,878 28,135 469,818 2,106 32,083 6,876 688,098 fair value At amortised cost At fair value through profit or loss Hedging Available-for- sale assets Total Total Consolidated 30 September 2012 Liquid assets Due from other financial institutions Trading securities Derivative financial instruments1 Available-for-sale assets Net loans and advances2 Regulatory deposits Investments relating to insurance business Other financial assets Designated on initial recognition $m – – – – – 104 – 29,895 – 29,999 $m 36,578 17,103 – – – 427,719 1,478 – 5,136 488,014 Held for trading $m – – 40,602 45,531 – – – – – 86,133 Sub-total $m – – 40,602 45,531 – 104 – 29,895 – 116,132 $m – – – 3,398 – – – – – 3,398 $m – – – – 20,562 – – – – 20,562 $m 36,578 17,103 40,602 48,929 20,562 427,823 1,478 29,895 5,136 628,106 $m 36,578 17,103 40,602 48,929 20,562 428,483 1,478 29,895 5,136 628,679 1 Derivative financial instruments classified as ‘held for trading’ include derivatives entered into as economic hedges which are not designated as accounting hedges. 2 Fair value hedging is applied to financial assets within loans and advances. The resulting fair value adjustments mean that the carrying value differs from the amortised cost. 148 Notes to the fiNaNcial statemeNts (continued) 34: Fair Value of Financial Assets and Financial Liabilities (continued) financial assets (continued) The Company 30 September 2013 Liquid assets Due from other financial institutions Trading securities Derivative financial instruments1 Available-for-sale assets Net loans and advances2 Regulatory deposits Due from controlled entities Other financial assets The Company 30 September 2012 Liquid assets Due from other financial institutions Trading securities Derivative financial instruments1 Available-for-sale assets Net loans and advances2 Regulatory deposits Due from controlled entities Other financial assets At amortised cost At fair value through profit or loss Hedging Available-for- sale assets Total Total Carrying amount fair value Designated on initial recognition $m – – – – – 94 – – – 94 $m 33,838 18,947 – – – 372,373 990 71,354 4,728 502,230 Held for trading $m – – 31,464 39,047 – – – – – 70,511 Sub-total $m – – 31,464 39,047 – 94 – – – 70,605 Carrying amount $m – – – 1,964 – – – – – 1,964 $m – – – – 23,823 – – – – 23,823 $m 33,838 18,947 31,464 41,011 23,823 372,467 990 71,354 4,728 598,622 $m 33,838 18,947 31,464 41,011 23,823 372,963 990 71,354 4,728 599,118 fair value At amortised cost At fair value through profit or loss Hedging Available-for- sale assets Total Total Designated on initial recognition $m – – – – – 65 – – – 65 $m 32,782 14,167 – – – 349,995 514 63,660 3,307 464,425 Held for trading $m – – 30,490 40,284 – – – – – 70,774 Sub-total $m – – 30,490 40,284 – 65 – – – 70,839 $m – – – 2,982 – – – – – 2,982 $m – – – – 17,841 – – – – 17,841 $m 32,782 14,167 30,490 43,266 17,841 350,060 514 63,660 3,307 556,087 $m 32,782 14,167 30,490 43,266 17,841 350,572 514 63,660 3,307 556,599 1 Derivative financial instruments classified as ‘held for trading’ include derivatives entered into as economic hedges which are not designated as accounting hedges. 2 Fair value hedging is applied to financial assets within loans and advances. The resulting fair value adjustments mean that the carrying value differs from the amortised cost. NOTES TO THE FINANCIAL STATEMENTS 149 ANZ ANNUAL REPORT 2013 34: Fair Value of Financial Assets and Financial Liabilities (continued) Deposits and other borrowings For interest bearing fixed maturity deposits and other borrowings and acceptances with quoted market prices, market borrowing rates of interest for debt with a similar maturity are used to discount contractual cash flows. The fair value of a deposit liability without a specified maturity or at call is deemed to be the amount payable on demand at the reporting date. The fair value is not adjusted for any value expected to be derived from retaining the deposit for a future period of time. Certain deposits and other borrowings have been designated at fair value through profit or loss and are carried at fair value. Bonds and Notes and Loan Capital The aggregate fair value of bonds and notes and loan capital is calculated based on quoted market prices or observable inputs where applicable. For those debt issues where quoted market prices were not available, a discounted cash flow model using a yield curve appropriate for the remaining term to maturity of the debt instrument is used. Certain bonds and notes and loan capital have been designated at fair value through profit or loss and are carried at fair value. The fair financial liabilities value is based on a discounted cash flow model based on current market yields for similar types of instruments and the maturity of each instrument. The fair value includes the effects of the appropriate credit spreads applicable to ANZ for that instrument. External Unit Holder Liabilities (Life Insurance funds) The carrying amount represents the external unit holder’s share of net assets which are carried at fair value in the fund. Policy liabilities Life investment contract liabilities are carried at fair value. Payables and other financial liabilities This category includes accrued interest and fees payable for which the carrying amount is considered to approximate the fair value. Commitments and contingencies Adjustments to fair value for commitments and contingencies that are not financial instruments recognised in the balance sheet, are not included in this note. Consolidated 30 September 2013 Due to other financial institutions Derivative financial instruments1 Deposits and other borrowings Bonds and notes2 Loan capital2 Policy liabilities3 External unit holder liabilities (life insurance funds) Payables and other liabilities Consolidated 30 September 2012 Due to other financial institutions Derivative financial instruments1 Deposits and other borrowings Bonds and notes2 Loan capital2 Policy liabilities3 External unit holder liabilities (life insurance funds) Payables and other liabilities At amortised cost At fair value through profit or loss Hedging Total Total Carrying amount fair value Designated on initial recognition $m – – 4,240 5,600 700 31,703 3,511 – 45,754 $m 36,306 – 435,434 64,776 12,104 685 – 12,518 561,823 Held for trading $m – 45,653 – – – – – – 45,653 Sub-total $m – 45,653 4,240 5,600 700 31,703 3,511 – 91,407 Carrying amount $m – 1,856 – – – – – – 1,856 $m 36,306 47,509 439,674 70,376 12,804 32,388 3,511 12,518 655,086 $m 36,306 47,509 439,912 71,235 12,973 32,388 3,511 12,518 656,352 fair value At amortised cost At fair value through profit or loss Hedging Total Total Designated on initial recognition $m – – 4,346 6,465 633 28,763 3,949 – 44,156 $m 30,538 – 392,777 56,633 11,281 774 – 9,958 501,961 Held for trading $m – 50,887 – – – – – – 50,887 Sub-total $m – 50,887 4,346 6,465 633 28,763 3,949 – 95,043 $m – 1,752 – – – – – – 1,752 $m 30,538 52,639 397,123 63,098 11,914 29,537 3,949 9,958 598,756 $m 30,538 52,639 397,571 63,780 11,869 29,537 3,949 9,958 599,841 1 Derivative financial instruments classified as ‘held for trading’ include derivatives entered into as economic hedges which are not designated as accounting hedges. 2 Fair value hedging is applied to financial liabilities within bonds and notes and loan capital. The resulting fair value adjustments mean that the carrying value differs from the amortised cost. 3 Includes life insurance contract liabilities of $685 million (2012: $774 million) measured in accordance with AASB 1038 Life insurance contract liabilities and life investment contract liabilities of $31,703 million (2012: $28,763 million) which have been designated at fair value through profit or loss in terms under AASB 139. None of the fair value is attributable to changes in the credit risk of the life investment contract liabilities. 150 Notes to the fiNaNcial statemeNts (continued) 34: Fair Value of Financial Assets and Financial Liabilities (continued) financial liabilities (continued) The Company 30 September 2013 Due to other financial institutions Derivative financial instruments1 Deposits and other borrowings Due to controlled entities Bonds and notes2 Loan capital2 Payables and other liabilities The Company 30 September 2012 Due to other financial institutions Derivative financial instruments1 Deposits and other borrowings Due to controlled entities Bonds and notes2 Loan capital2 Payables and other liabilities At amortised cost At fair value through profit or loss Hedging Total Total Carrying amount fair value Designated on initial recognition $m – – – – 5,600 700 – 6,300 $m 34,149 – 359,013 64,649 51,368 11,362 9,517 530,058 Held for trading $m – 40,153 – – – – – 40,153 Sub-total $m – 40,153 – – 5,600 700 – 46,453 Carrying amount $m – 1,674 – – – – – 1,674 $m 34,149 41,827 359,013 64,649 56,968 12,062 9,517 578,185 $m 34,149 41,827 359,199 64,649 57,631 12,262 9,517 579,234 fair value At amortised cost At fair value through profit or loss Hedging Total Total Designated on initial recognition $m – – – – 6,465 633 – 7,098 $m 28,394 – 333,536 57,729 43,510 10,613 7,485 481,267 Held for trading $m – 44,508 – – – – – 44,508 Sub-total $m – 44,508 – – 6,465 633 – 51,606 $m – 1,539 – – – – – 1,539 $m 28,394 46,047 333,536 57,729 49,975 11,246 7,485 534,412 $m 28,394 46,047 333,917 57,729 50,476 11,230 7,485 535,278 1 Derivative financial instruments classified as ‘held for trading’ include derivatives entered into as economic hedges which are not designated as accounting hedges. 2 Fair value hedging is applied to financial liabilities within bonds and notes and loan capital. The resulting fair value adjustments mean that the carrying value differs from the amortised cost. 3 Includes life insurance contract liabilities of $685 million (2012: $774 million) measured in accordance with AASB 1038 Life insurance contract liabilities and life investment contract liabilities of $31,703 million (2012: $28,763 million) which have been designated at fair value through profit or loss in terms under AASB 139. None of the fair value is attributable to changes in the credit risk of the life investment contract liabilities. (ii) vALUATION METHODOLOGY A significant number of financial instruments are carried on balance sheet at fair value. The best evidence of fair value is a quoted price in an active market. Accordingly, wherever possible fair value is based on the quoted market price of the financial instrument. In the event that there is no quoted market price for the instrument, fair value is based on present value estimates or other market accepted valuation techniques. The valuation models incorporate the impact of bid/ask spreads, counterparty credit spreads, funding costs and other factors that would influence the fair value determined by a market participant. The majority of valuation techniques employ only observable market data. However, for certain financial instruments the valuation technique may employ some data (valuation inputs or components) which is not readily observable in the current market. In these cases valuation inputs (or components of the overall value) are derived and extrapolated from other relevant market data and tested against historic transactions and observed market trends. Valuations using one or more non–observable data inputs require professional judgement. ANZ has a control framework that ensures that the fair value is either determined or validated by a function independent of the party that undertakes the transaction. Where quoted market prices are used, independent price determination or validation is obtained. For fair values determined using a valuation model, the control framework may include, as applicable, independent development or validation of: (i) valuation models; (ii) any inputs to those models; and (iii) any adjustments required outside of the valuation model, and, where possible, independent validation of model outputs. The tables below provide an analysis of the methodology used for valuing financial assets and financial liabilities carried at fair value. The fair value of the financial instrument has been allocated in full to the category in a fair value hierarchy which most appropriately reflects the determination of the fair value. This allocation is based on the categorisation of the lowest level input or component into a valuation model that is significant to the reported fair value of the financial instrument. The significance of an input is assessed against the reported fair value of the financial instrument and considers various factors specific to the financial instrument. NOTES TO THE FINANCIAL STATEMENTS 151 ANZ ANNUAL REPORT 2013 34: Fair Value of Financial Assets and Financial Liabilities (continued) The allocation into the fair value hierarchy is determined as follows: } Level 1 – Financial instruments that have been valued by reference to unadjusted quoted prices in active markets for identical financial assets or liabilities. This category includes financial instruments valued using quoted yields where available for specific debt securities. } Level 2 – Financial instruments that have been valued through valuation techniques incorporating inputs other than quoted prices within Level 1 that are observable for the financial asset or liability, either directly or indirectly. } Level 3 – Financial instruments that have been valued using valuation techniques which incorporate significant inputs for the financial asset or liability that are not based on observable market data (unobservable inputs). The methods used in valuing different classes of financial assets or liabilities are described in section (i) on pages 147 to 151. There have been no substantial changes in the valuation techniques applied to different classes of financial instruments since the previous year. The Group continuously monitors the relevance of inputs used and calibrates its valuation models where there is evidence that changes are required to ensure that the resulting valuations remain appropriate. Consolidated financial assets Trading securities1 Derivative financial instruments Available–for–sale financial assets Investments relating to insurance business2 Loans and advances (designated at fair value) financial liabilities Trading securities Derivative financial instruments Deposits and other borrowings (designated at fair value) Bonds and notes (designated at fair value) Life investment contract liabilities External unit holder liabilities (life insurance funds) Loan capital (designated at fair value) valuation techniques quoted market price Using observable inputs with significant non–observable inputs Total 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 37,645 826 23,900 21,029 – 83,400 36,797 678 16,098 20,909 – 74,482 2,505 803 1,742 750 – – – – – – – – – – 3,643 44,852 4,199 10,949 136 63,779 56 46,269 4,240 5,600 31,703 3,511 700 3,804 47,916 4,433 8,673 104 64,930 12 51,414 4,346 6,465 28,763 3,949 633 – 200 36 105 – 341 – 437 – – – – – 1 335 31 313 – 680 – 475 – – – – – 41,288 45,878 28,135 32,083 136 40,602 48,929 20,562 29,895 104 147,520 140,092 2,561 47,509 4,240 5,600 31,703 3,511 700 1,754 52,639 4,346 6,465 28,763 3,949 633 Total 3,308 2,492 92,079 95,582 437 475 95,824 98,549 The Company financial assets Trading securities Derivative financial instruments Available-for-sale financial assets Loans and advances (designated at fair value) financial liabilities Trading securities Derivative financial instruments Bonds and notes (designated at fair value) Loan capital (designated at fair value) valuation techniques quoted market price Using observable inputs with significant non–observable inputs Total 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 2013 $m 2012 $m 27,939 826 20,905 – 49,670 1,919 803 – – 2,722 26,855 676 14,901 – 42,432 1,244 746 – – 1,990 3,525 39,985 2,889 94 46,493 56 40,587 5,600 700 46,943 3,634 42,255 2,914 65 48,868 12 44,826 6,465 633 51,936 – 200 29 – 229 – 437 – – 437 1 335 26 – 362 – 475 – – 475 31,464 41,011 23,823 94 96,392 1,975 41,827 5,600 700 50,102 30,490 43,266 17,841 65 91,662 1,256 46,047 6,465 633 54,401 1 $3.7 billion (Company: nil) of trading securities which were categorised as Level 2 in 2012 have been restated to Level 1 for the 2012 year as they are valued using quoted yields. 2 $5.9 billion (Company: nil) of Investments relating to insurance business which were categorised as Level 2 in 2012 have been restated to Level 1 for the 2012 year as they are valued using quoted prices or yields. 152 Notes to the fiNaNcial statemeNts (continued) 34: Fair Value of Financial Assets and Financial Liabilities (continued) (iii) ADDITIONAL INfORMATION fOR fINANCIAL INSTRUMENTS CARRIED AT fAIR vALUE wHERE THE vALUATION INCORPORATES NON-OBSER vABLE MARKET DATA Changes In fair value The following table presents the composition of financial instruments measured at fair value with significant non-observable inputs. Consolidated Asset backed securities Illiquid corporate bonds Structured credit products Managed funds (suspended) Alternative assets Other derivatives Total The Company Asset backed securities Illiquid corporate bonds Structured credit products Alternative assets Other derivatives Total financial assets Trading securities Derivatives Available-for-sale Investments relating to insurance business financial liabilities Derivatives 2013 $m 2012 $m – – – – – – – – – – – – – 1 – – – – – 1 1 – – – – 1 2013 $m – – 137 – – 63 200 – – 137 – 63 200 2012 $m – – 243 – – 92 335 – – 243 – 92 335 2013 $m 2012 $m 2013 $m 2 11 – – 23 – 36 – 9 – 20 – 29 2 9 – – 20 – 31 – 6 – 20 – 26 2 – – 31 72 – 105 n/a n/a n/a n/a n/a n/a 2012 $m – – 94 133 86 – 313 n/a n/a n/a n/a n/a n/a 2013 $m – – (169) – – (268) (437) – – (169) – (268) (437) 2012 $m – – (346) – – (129) (475) – – (346) – (129) (475) Asset backed securities and illiquid corporate bonds comprise illiquid bonds where the effect on fair value of issuer credit cannot be directly or indirectly observed in the market. Managed funds (suspended) are comprised of fixed income and mortgage investments in managed funds that are illiquid and are not currently redeemable. Structured credit products categorised as derivatives comprise the structured credit intermediation trades that the Group entered into from 2004 to 2007 whereby it sold protection using credit default swaps over certain structures, and mitigated risk by purchasing protection via credit default swaps from US financial guarantors over the same structures. These trades are valued using complex models with certain inputs relating to the reference assets and derivative counterparties not being observable in the market. Structured credit products categorised as investments relating to insurance business comprise collateralised debt and loan obligations where there is a lack of active trading and limited observable market data. Alternative assets are largely comprised of various investments in unlisted equity securities. No active market exists for these securities and the valuation model incorporates significant unobservable inputs. Other derivatives predominantly comprise interest rate swaptions containing multi-callable features. Modelling uncertainties and complexities are inherent in the valuation model which result in a significant range of possible valuation outcomes for these financial assets and liabilities. NOTES TO THE FINANCIAL STATEMENTS 153 ANZ ANNUAL REPORT 2013 34: Fair Value of Financial Assets and Financial Liabilities (continued) The following table details movements in the balance of Level 3 financial assets and liabilities. Derivatives are categorised on a portfolio basis and classified as either financial assets or financial liabilities based on whether the closing balance is an unrealised gain or loss. This could be different to the opening balance. Consolidated Opening balance New purchases and issues Disposals (sales) and cash settlements Transfers: Transfers into the category Transfers out of the category Fair value gain/(loss) recorded in the income statement Fair value gain (loss) recognised in equity Closing balance The Company Opening balance New purchases and issues Disposals (sales) and cash settlements Transfers: Transfers into the category Transfers out of the category Fair value gain/(loss) recorded in the income statement Fair value gain (loss) recognised in equity Closing balance Trading securities Derivatives Available-for-sale Insurance investments Derivatives financial assets financial liabilities 2013 $m 2012 $m 1 – – – (1) – – – 1 – – – (1) – – – 62 – (60) – – (1) – 1 62 – (60) – – (1) – 1 2013 $m 335 – (79) 16 – (72) – 200 335 – (79) 16 – (72) – 200 2012 $m 609 5 – 84 (4) (359) – 335 609 5 – 84 (4) (359) – 335 2013 $m 31 3 (3) 4 – – 1 2012 $m 519 – – 24 (508) (4) – 2013 $m 313 11 (183) – – (36) – 2012 $m 359 29 (79) – – 4 – 2013 $m (475) – 57 (7) – (12) – 36 31 105 313 (437) 26 – (2) 4 – – 1 29 372 – – 20 (366) – – 26 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a (475) – 57 (7) – (12) – (437) 2012 $m (789) (1) – (128) 1 442 – (475) (789) (1) – (128) 1 442 – (475) Transfers out of Level 3 relate principally to certain assets and liabilities where the valuation model has been altered to include only observable inputs. Transfers in to Level 3 predominantly comprise reverse mortgage swaps where certain valuation parameters became unobservable during the year. Sensitivity to data inputs Where valuation techniques use assumptions due to significant data inputs not being directly observed in the market place, changing these assumptions changes the resultant estimate of fair value. The Group’s exposure to financial instruments whose valuations incorporate significant unobservable inputs is limited to a small number of financial instruments which comprise an insignificant component to total assets and liabilities measured at fair value. In these circumstances, changes in the assumptions generally have minimal impact on the income statement and net assets of ANZ. An exception to this is the ‘back-to-back’ structured credit intermediation trades which although do not have a significant impact on the current year’s sensitivity analysis due to the benign current market environment, could have a larger impact should market conditions change. This is as a result of their significant exposure to market risk and/or credit risk. Principal inputs used in the determination of fair value of financial instruments included in this group include counterparty credit spreads, market-quoted CDS prices, recovery rates, default probabilities, correlation curves and other inputs, some of which may not be directly observable in the market. For both the Group and the Company, the potential effect of changing prevailing assumptions to reasonably possible alternative assumptions for valuing these financial instruments could result in an increase of $10 million (2012: $27 million) or a decrease of $7 million (2012: $18 million) in net derivative financial instruments as at 30 September 2013. The ranges of reasonably possible alternative assumptions are established by application of professional judgement and analysis of the data available to support each assumption. 154 Deferred fair value gains and losses Where the fair value of a financial instrument is determined using non-observable data that has a significant impact on the valuation of the instrument, any difference between the transaction price and the amount determined based on the valuation technique arising on initial recognition of the financial instrument (day one gain or loss) is deferred on the balance sheet. Subsequently, the day one gain or loss is recognised in the income statement only to the extent that it arises from a change in factors (including time) that a market participant would consider in setting the price for the instrument. The aggregate amount of day one gain/(loss) not recognised in the income statement on the initial recognition of the financial instrument, because the difference between the transaction price and the modelled valuation price was not fully supported by inputs that were observable, amounted to $4 million (2012: $4 million). $1 million (2012: $3 million) in unrecognised gains was added during the year with $1 million (2012: $1 million) being recognised in the income statement during the year through the amortisation process. (iv) ADDITIONAL INfORMATION fOR fINANCIAL INSTRUMENTS DESIGNATED AT fAIR vALUE THROUGH PROfIT OR LOSS financial assets designated at fair value through profit or loss The category, loans and advances, includes certain loans designated at fair value through profit or loss in order to eliminate an accounting mismatch which would arise if the asset were otherwise carried at amortised cost. This mismatch arises as the derivative financial instruments, which were acquired to mitigate interest rate risk of the loans and advances, are measured at fair value through profit or loss. By designating the economically hedged loans, the movements in the fair value attributable to changes in interest rate risk will also be recognised in the income statement in the same periods. At balance date, the credit exposure of the Group on these assets was $136 million (2012: $104 million) and for the Company was $94 million (2012: $65 million). For the Group and Company $66 million (2012: $66 million) of this exposure was mitigated by collateral held. Notes to the fiNaNcial statemeNts (continued) 34: Fair Value of Financial Assets and Financial Liabilities (continued) The cumulative change in fair value attributable to change in credit risk was, for the Group, a reduction to the assets of $2 million (2012: $4 million). For the Company the cumulative change to the assets was $nil (2012: $nil). The amount recognised in the income statement attributable to changes in credit risk for the Group was a gain of $2 million (2012: $1 million loss) and for the Company $nil (2012: $nil). The change in fair value of the designated financial assets attributable to changes in credit risk has been calculated by determining the change in credit rating and credit spread implicit in the loans and advances issued by entities with similar credit characteristics. financial liabilities designated at fair value through profit or loss Parts of loan capital, bonds and notes and deposits and other borrowings have been designated as financial liabilities at fair value through profit or loss in order to eliminate an accounting mismatch which would arise if the liabilities were otherwise carried at amortised cost. This mismatch arises as the derivatives acquired to mitigate interest rate risk within the financial liabilities are measured at fair value through profit or loss. Life investment contracts are designated at fair value through profit or loss in accordance with AASB 1038. External unitholder liabilities, which are not included in the table below, represent the external unitholder share of the ‘Investments relating to insurance business’ which are designated at fair value through the profit or loss. The table below compares the carrying amount of financial liabilities carried at full fair value, to the contractual amount payable at maturity and fair value gains and losses recognised during the period on liabilities carried at full fair value that are attributable to changes in ANZ’s own credit rating. Consolidated Carrying Amount Amount by which the consideration payable at maturity is greater/(less) than carrying amount Cumulative change in liability value attributable to own credit risk: - opening cumulative (gain)/loss - gain (loss) recognised during the year - closing cumulative (gain)/loss Life investment contract liabilities Deposits and other borrowings Bonds and notes Loan capital 2013 $m 2012 $m 31,703 28,763 2013 $m 4,240 2012 $m 2013 $m 2012 $m 4,346 5,600 6,465 – – – – – – – – – – – – (3) (158) (123) – – – (60) 47 (13) (151) 91 (60) 2013 $m 700 (5) (4) 16 12 2012 $m 633 (12) (32) 28 (4) The Company Carrying Amount Amount by which the consideration payable at maturity is greater/(less) than carrying amount Cumulative change in liability value attributable to own credit risk: - opening cumulative (gain)/loss - gain (loss) recognised during the year - closing cumulative (gain)/loss Deposits and other borrowings Bonds and notes Loan capital 2013 $m 2012 $m 2013 $m 2012 $m – – – – – – – – – – 5,600 6,465 (158) (123) (60) 47 (13) (151) 91 (60) 2013 $m 700 (5) (4) 16 12 2012 $m 633 (12) (32) 28 (4) For each of loan capital, bonds and notes and deposits and other borrowings, the change in fair value attributable to changes in credit risk has been determined as the amount of change in fair value that is not attributable to changes in market conditions that give rise to market risks (benchmark interest rate and foreign exchange rates). 35: Maturity Analysis of Assets and Liabilities The following is an analysis, by remaining contractual maturities at balance date, of selected asset and liability accounts and represents the actual obligation date expected for the asset or liability to be recovered or settled within one year, and greater than one year. Consolidated Due from other financial institutions Available-for-sale assets Net loans and advances Investments relating to insurance business Due to other financial institutions Deposits and other borrowings Bonds and notes Policy liabilities External unit holder liabilities (life insurance funds) Loan capital 2013 2012 Due within one year $m Greater than one year $m No maturity specified $m Total $m Due within one year $m Greater than one year $m No maturity specified $m Total $m 22,096 8,605 110,778 3,336 36,298 420,965 10,222 31,703 3,511 1,893 81 19,466 358,517 6,548 8 18,709 60,154 – – 9,846 – 22,177 64 28,135 – 469,295 22,199 32,083 – 36,306 – 439,674 – 70,376 685 32,388 3,511 1,065 12,804 – 17,037 8,936 101,577 3,938 30,502 377,113 15,005 28,763 3,949 – 66 11,494 326,246 6,168 36 20,010 48,093 – – 10,961 – 17,103 132 20,562 – 427,823 19,789 29,895 – 30,538 – 397,123 – 63,098 774 29,537 3,949 953 11,914 – NOTES TO THE FINANCIAL STATEMENTS 155 ANZ ANNUAL REPORT 2013 36: Segment Analysis (i) DESCRIPTION Of SEGMENTS The Group operates on a divisional structure with Australia, IIB, New Zealand and Global Wealth being the major operating divisions. The IIB and Global Wealth divisions are co-ordinated globally. The segments and product and services categories as reported below are consistent with internal reporting provided to the chief operating decision maker, being the Chief Executive Officer. The primary sources of external revenue across all divisions are interest income, fee income and trading income. The Australia and New Zealand divisions derive revenue from products and services from retail banking and commercial banking. IIB derives its revenue from retail banking, and institutional and commercial products and services. Global Wealth derives revenue from wealth products and private banking. GTSO (including Group Centre) provides support to all divisions, including risk management, financial management, strategy and marketing, human resources and corporate affairs. Effective 1 October 2012, Corporate Banking Australia transferred to Australia Division from IIB and comparatives have been restated accordingly. (ii) OPERATING SEGMENTS Transactions between business units across segments within ANZ are conducted on an arms length basis. Year ended 30 September 2013 ($m) External interest income External interest expense Adjustment for intersegment interest Net interest income Other external operating income Share net profit/(loss) of equity accounted investments Segment revenue Other external expenses Net intersegment expenses Operating expenses Profit before income tax and provision for credit impairment Provision for credit impairment Segment result before tax Income tax expense Non-controlling interests International and Institutional Banking 7,384 (2,670) (1,048) 3,666 2,421 477 6,564 (2,395) (575) (2,970) 3,594 (317) 3,277 (837) (10) Australia 16,424 (5,726) (4,020) 6,678 1,186 3 7,867 (2,088) (863) (2,951) 4,916 (820) 4,096 (1,223) – New Zealand 4,452 (2,137) (455) 1,860 347 1 2,208 (997) 45 (952) 1,256 (37) 1,219 (338) – Profit after income tax attributed to shareholders of the company 2,873 2,430 881 Non-cash expenses Depreciation and amortisation Equity-settled share based payment expenses Provision for credit impairment financial position Goodwill Shares in associates Total external assets Total external liabilities (114) (23) (820) – 9 274,533 165,903 (210) (120) (317) 1,122 4,017 296,524 254,702 (76) (18) (37) 1,763 3 85,229 64,565 Global wealth 317 (406) 214 125 1,385 – 1,510 (807) (137) (944) 566 (4) 562 (93) – 469 (33) (14) (4) GTSO 50 (4,916) 5,309 443 (215) 1 229 (1,949) 1,530 (419) (190) (19) (209) 54 – Other items1 – (14) – (14) 82 – 68 – – – 68 9 77 (303) – Group Total 28,627 (15,869) – 12,758 5,206 482 18,446 (8,236) – (8,236) 10,210 (1,188) 9,022 (2,740) (10) (155) (226) 6,272 (246) (23) (19) – (2) (2) 9 (681) (200) (1,188) 1,614 9 49,010 51,237 – 85 (2,113) 121,040 – – (192) (71) 4,499 4,123 702,991 657,376 1 In evaluating the performance of the operating segments, certain items are removed from the operating segment results, where they are not considered integral to the ongoing performance of the segment and are evaluated separately. These items are set out in part (iii) of this note (refer pages 208 to 209 for further analysis). 156 Notes to the fiNaNcial statemeNts (continued) 36: Segment Analysis (continued) Year ended 30 September 2012 ($m) External interest income External interest expense Adjustment for intersegment interest Net interest income Other external operating income Share net profit/(loss) of equity accounted investments Segment revenue Other external expenses Net intersegment expenses Operating expenses Profit before income tax and provision for credit impairment Provision for credit impairment Segment result before tax Income tax expense Non-controlling interests Profit after income tax attributed to shareholders of the company Non-cash expenses Depreciation and amortisation Equity-settled share based payment expenses Provision for credit impairment financial position Goodwill Shares in associates Total external assets Total external liabilities Australia 17,825 (6,643) (5,019) 6,163 1,195 (2) 7,356 (2,207) (795) (3,002) 4,354 (642) 3,712 (1,114) – (115) (27) (642) – 6 256,805 158,289 International and Institutional Banking New Zealand Global wealth 7,980 (3,146) (1,167) 3,667 2,361 399 6,427 (2,540) (529) (3,069) 3,358 (451) 2,907 (790) (6) (181) (104) (451) 4,286 (1,857) (649) 1,780 315 – 2,095 (1,082) 21 (1,061) 1,034 (148) 886 (244) – 642 (60) (16) (148) 325 (416) 213 122 1,318 – 1,440 (828) (139) (967) 473 (4) 469 (123) – 346 (38) (12) (4) 2,598 2,111 1,014 3,426 267,467 228,333 1,604 2 73,807 57,917 1,594 9 45,472 46,245 – 68 (1,256) 110,252 GTSO 122 (6,365) 6,621 378 154 (2) 530 (1,861) 1,441 (420) 110 (13) 97 36 – Other items1 – (1) 1 – (137) Group Total 30,538 (18,428) – 12,110 5,206 – 395 (137) 17,711 – – – (137) 60 (77) (92) – (8,518) (1) (8,519) 9,192 (1,198) 7,994 (2,327) (6) 133 (169) 5,661 (223) (29) (12) 4 (1) 59 – 9 (168) (129) (613) (189) (1,198) 4,212 3,520 642,127 600,907 1 In evaluating the performance of the operating segments, the results are adjusted for certain items where they are not considered integral to the ongoing performance of the segment and are evaluated separately. These items are set out in part (iii) of this note (refer pages 208 to 209 for further analysis). From 1 October 2012, the Group revised its methodology for determining non-core items. 30 September 2012 information has been restated on a consistent basis. (iii) OTHER ITEMS The table below sets out the profit after tax impact of other items. Item Related segment Treasury shares adjustment Revaluation of policy liabilities Economic hedging – fair value (gains)/losses Revenue and net investment hedges (gains)/losses Structured credit intermediation trades Australia Australia and New Zealand Australia, IIB and New Zealand GTSO IIB Total Profit after tax 2013 $m (84) (46) 13 (159) 50 (226) 2012 $m (96) 41 (229) 53 62 (169) NOTES TO THE FINANCIAL STATEMENTS 157 ANZ ANNUAL REPORT 2013 36: Segment Analysis (continued) (iv) ExTERNAL SEGMENT RE vENUE BY PRODUCTS AND SER vICES The table below sets out revenue from external customers for groups of similar products and services. Retail Commercial Wealth Institutional Partnerships Other Revenue 2013 $m 6,602 4,204 1,510 5,302 403 425 2012 $m 6,120 4,037 1,440 5,232 347 535 18,446 17,711 (v) GEOGRAPHICAL INfORMATION The following table sets out revenue and non-current assets1 based on the geographical locations in which the Group operates. Consolidated Total external revenue1 Non-current assets2 Australia 2013 $m 2012 $m 12,447 12,117 307,162 288,171 APEA New Zealand Total 2013 $m 3,180 33,640 2012 $m 2,801 21,162 2013 $m 2,819 66,073 2012 $m 2013 $m 2012 $m 2,793 18,446 17,711 54,562 406,875 363,895 Includes net interest income. 1 2 Non-current assets referred to are assets that are expected to be recovered more than 12 months after balance date. They do not include financial instruments, deferred tax assets, post-employment benefits assets or rights under insurance contracts. 158 Notes to the fiNaNcial statemeNts (continued) 37: Notes to the Cash Flow Statements A) RECONCILIATION Of NET PROfIT AfTER INCOME TAx TO NET CASH PRO vIDED BY /(USED IN) OPERATING ACTIvITIES Consolidated The Company Operating profit after income tax attributable to shareholders of the Company Adjustment to reconcile operating profit after income tax to net cash provided by/(used in) operating activities Provision for credit impairment Depreciation and amortisation (Profit)/loss on sale of businesses (Profit)/loss on sale of premises and equipment (Profit)/loss on sale of available-for-sale assets Impairment on available-for-sale assets transferred to profit and loss Net derivatives/foreign exchange adjustment Equity settled share-based payments expense1 Other non-cash movements Net (increase)/decrease in operating assets Trading securities Liquid assets Due from other banks Loans and advances Investments backing policy liabilities2 Net intra-group loans and advances Interest receivable Accrued income Net tax assets Net (decrease)/increase in operating liabilities Deposits and other borrowings2 Due to other financial institutions Change in policy liabilities Payables and other liabilities Interest payable Accrued expenses Provisions including employee entitlements Total adjustments Net cash provided by/(used in) operating activities 2013 $m 6,272 1,188 781 (20) 2 – 3 5,814 119 (303) 768 (72) 674 (28,952) (3,402) – 133 (25) 246 27,184 3,033 3,669 969 (464) (17) 6 11,334 17,606 2012 $m 5,661 1,198 723 (4) 23 (225) 44 3,568 134 (27) (4,589) 435 (4,256) (32,748) (1,537) – (110) 25 (525) 32,630 4,184 2,449 209 (399) (455) (47) 700 6,361 2013 $m 5,346 1,132 533 (11) (1) – 3 5,664 90 (8) (736) 860 746 (24,295) – (3,734) 197 (59) (273) 23,668 4,283 – 929 (464) (74) 81 8,531 13,877 2012 $m 4,875 985 483 (20) 17 (164) 35 2,384 134 289 (2,275) 419 (3,886) (28,592) – (283) (88) 4 (839) 30,834 4,836 – 441 (179) (368) (53) 4,114 8,989 1 The equity settled share-based payments expense is net of on-market share purchases of $81 million (2012: $55 million) in the Group and the Company used to satisfy the obligation. Comparatives have been restated. 2 During the year the Group reclassified certain transactions undertaken by the Wealth business in relation to investments in securities issued by entities within the Group in order to better reflect the nature of the cash flows for the Group (2012: $1,032 million). NOTES TO THE FINANCIAL STATEMENTS 159 ANZ ANNUAL REPORT 2013 37: Notes to the Cash Flow Statements (continued) B) RECONCILIATION Of CASH AND CASH EqUIv ALENTS Cash at the end of the period as shown in the statement of cash flows is reflected in the related items in the balance sheet as follows: Liquid assets Due from other financial institutions Cash and cash equivalents in the statement of cash flows C) ACqUISITIONS AND DISPOSALS Cash (inflows)/outflows from acquisitions and investments (net of cash acquired) Purchases of controlled entities and businesses Investments in controlled entities Purchases of interest in associates Cash inflows from disposals (net of cash disposed) Disposals of controlled entities Disposals of associates D) NON-CASH fINANCING ACTIvITIES Share capital issues Dividends satisfied by share issue Dividends satisfied by bonus share issue E) fINANCING ARRANGEMENTS There were no financing arrangements in place in 2013 or 2012. Consolidated The Company 2013 $m 38,552 10,471 49,023 2012 $m 35,583 5,867 41,450 2013 $m 33,646 9,069 42,715 2012 $m 31,787 4,481 36,268 Consolidated 2013 $m 2012 $m 1 – 1 2 56 25 81 11 – – 11 – 18 18 The Company 2013 $m – 483 1 484 – 25 25 2012 $m 10 327 – 337 – 36 36 843 71 914 1,461 80 1,541 843 71 914 1,461 80 1,541 160 Notes to the fiNaNcial statemeNts (continued) 38: Controlled Entities Ultimate parent of the Group Australia and New Zealand Banking Group Limited All controlled entities are 100% owned unless otherwise noted. The material controlled entities of the Group are: ANZ Bank (Lao) Limited3 ANZ Bank (Taiwan) Limited1 ANZ Bank (vietnam) Limited1 ANZ Capel Court Limited ANZ Capital Hedging Pty Ltd ANZ Commodity Trading Pty Ltd ANZcover Insurance Pty Ltd ANZ Trustees Limited ANZ funds Pty Ltd ANZ Bank (Europe) Limited1 ANZ Bank (Kiribati) Limited1,2 ANZ Bank (Samoa) Limited1 ANZcover Insurance Pte Ltd1 ANZ Holdings (New Zealand) Limited1 ANZ Bank New Zealand Limited1 ANZ Investment Services (New Zealand) Limited1 ANZ New Zealand (Int’l) Limited1 ANZNZ Covered Bond Trust1 ANZ Wealth New Zealand Limited1 (formerly OnePath Holdings (NZ) Limited) OnePath Insurance Holdings (NZ) Limited1 OnePath Life (NZ) Limited1 Arawata Holdings Limited1 Private Nominees Limited1 UDC Finance Limited1 ANZ International (Hong Kong) Limited1 ANZ Asia Limited1 ANZ Bank (Vanuatu) Limited4 ANZ International Private Limited1 ANZ Singapore Limited1 ANZ Royal Bank (Cambodia) Limited1,2 Votraint No. 1103 Pty Ltd ANZ Lenders Mortgage Insurance Pty Ltd ANZ Residential Covered Bond Trust ANZ wealth Australia Limited OnePath Custodians Pty Limited OnePath Funds Management Limited OnePath General Insurance Pty Limited OnePath Life Australia Holdings Pty Limited OnePath Life Limited Australia and New Zealand Banking Group (PNG) Limited1 Australia and New Zealand Bank (China) Company Limited1 Chongqing Liangping ANZ Rural Bank Company Limited1 Citizens Bancorp ANZ Guam Inc.5 Esanda finance Corporation Limited ETRADE Australia Limited ETRADE Australia Securities Limited PT Bank ANZ Indonesia1,2 Incorporated in Nature of business Australia Banking Banking Laos Banking Taiwan Banking Vietnam Securitisation Manager Australia Hedging Australia Finance Australia Captive-Insurance Australia Trustee/Nominee Australia Holding Company Australia Banking United Kingdom Banking Kiribati Banking Samoa Captive-Insurance Singapore Holding Company New Zealand Banking New Zealand Funds Management New Zealand Finance New Zealand Finance New Zealand Holding Company New Zealand Holding Company New Zealand Insurance New Zealand New Zealand Property Holding Company Nominee New Zealand New Zealand Finance Holding Company Hong Kong Banking Hong Kong Vanuatu Banking Holding Company Singapore Merchant Banking Singapore Banking Cambodia Investment Australia Mortgage Insurance Australia Australia Finance Holding Company Australia Australia Trustee Funds Management Australia Australia Insurance Holding Company Australia Insurance Australia Banking Papua New Guinea Banking China China Banking Holding Company Guam Banking Guam Australia General Finance Holding Company Australia Online Stockbroking Australia Banking Indonesia 1 Audited by overseas KPMG firms. 2 Non-controlling interests hold ordinary shares or units in the controlled entities listed above as follows: ANZ Bank (Kiribati) Limited – 150,000 $1 ordinary shares (25%) (2012: 150,000 $1 ordinary shares (25%)); PT Bank ANZ Indonesia – 16,500 IDR 1 million shares (1%) (2012: 16,500 IDR 1 million shares (1%)); ANZ Royal Bank (Cambodia) Limited – 319,500 USD100 ordinary shares (45%) (2012: 319,500 USD100 ordinary shares (45%)). 3 Audited by Ernst & Young. 4 Audited by Hawkes Law. 5 Audited by Deloitte Guam. NOTES TO THE FINANCIAL STATEMENTS 161 ANZ ANNUAL REPORT 2013 39: Associates Significant associates of the Group are as follows: AMMB Holdings Berhad PT Bank Pan Indonesia2 Shanghai Rural Commercial Bank Bank of Tianjin3 Saigon Securities Inc.2,3,4 Metrobank Card Corporation Other associates Total carrying value of associates Date became an associate Ownership interest held May 2007 April 2001 24% 39% voting interest 24% 39% September 2007 20% 20% June 2006 July 2008 October 2003 18% 18% 40% 18% 18% 40% Incorporated in Malaysia Indonesia Peoples Republic of China Peoples Republic of China Vietnam Philippines Carrying value 2013 $m Carrying value 2012 $m fair value1 $m Reporting date 1,282 692 1,143 1,753 542 668 31 March 31 December Principal activity Banking Banking 1,261 959 n/a 31 December Banking n/a 52 n/a 31 December 31 December 31 December Banking Stockbroking Cards Issuing 601 54 58 175 448 74 50 178 4,123 3,520 1 Applicable to those investments in associates where there are published price quotations. Fair value is based on a price per share and does not include any adjustments for holding size. 2 A value-in-use estimation supports the carrying value of this investment. 3 Significant influence is established via representation on the Board of Directors. 4 During the 2013 year the investment in Saigon Securities Inc. was written down by $26 million (2012: $31 million). Aggregated assets of significant associates (100%) Aggregated liabilities of significant associates (100%) Aggregated revenues of significant associates (100%) Aggregated profits of significant associates (100%) Results of associates Share of associates profit before income tax Share of income tax expense Share of associates net profit – as disclosed by associates Adjustments1 Share of associates net profit accounted for using the equity method 1 The results differ from the published results of these entities due to the application of IFRS, Group Policies and acquisition adjustments. 2013 $m 192,480 177,542 9,806 2,013 2012 $m 140,610 128,245 8,244 1,761 Consolidated 2013 $m 637 (160) 477 5 482 2012 $m 542 (135) 407 (12) 395 162 Notes to the fiNaNcial statemeNts (continued) 40: Transfers of Financial Assets The Group enters into transactions in the normal course of business by which it transfers financial assets directly to third parties or to special purpose entities (SPEs). These transfers may give rise to the full or partial derecognition of those financial assets. } Full derecognition occurs when the Group transfers its contractual right to receive cash flows from the financial assets, or retains the right but assumes an obligation to pass on the cash flows from the asset, and transfers substantially all the risks and rewards of ownership. These risks include credit, interest rate, currency, prepayment and other price risks. } Partial derecognition occurs when the Group sells or otherwise transfers financial assets in such a way that some, but not substantially all, of the risks and rewards of ownership are transferred but control is retained. These financial assets continue to be recognised on the balance sheet to the extent of the Group’s continuing involvement. Group-originated financial assets that do not qualify for derecognition typically relate to repurchase agreements and loans that have been transferred under arrangements by which the Group retains a continuing involvement in the transferred assets. Continuing involvement may entail retaining the rights to future cash flows arising from the assets after investors have received their contractual terms, providing subordinated interests, liquidity support, continuing to service the underlying asset and entering into derivative transactions with the SPEs. In such instances, the Group continues to be exposed to risks associated with these transactions. SECURITISATIONS Net loans and advances include residential mortgages securitised under the Group’s securitisation programs which are assigned to bankruptcy remote SPEs to provide security for obligations payable on the notes issued by the SPEs. This includes mortgages that are held for potential repurchase agreement (REPO) with central banks. The noteholders have full recourse to the pool of residential mortgages which have been securitised. The Company cannot otherwise pledge or dispose of the transferred assets. As holder of the securitised notes the Company retains the credit risk associated with the securitised mortgages. In addition, the Company is entitled to any residual income of the SPEs and, where the SPEs include interest rate and foreign currency derivatives that have not been externalised, the interest rate and foreign currency risk are held in the Company. The Company is therefore deemed to have retained the majority of the risks and rewards of the residential mortgages and as such continues to recognise the mortgages as financial assets. The obligations to repay this amount to the SPE is recognised as a financial liability of the Company. As the Group has control over the SPEs’ activities, they are consolidated by the Group. COvERED BONDS The Group operates various global covered bond programs to raise funding in the primary market. Net loans and advances include residential mortgages assigned to bankruptcy remote SPEs associated with these covered bond programs to provide security for the obligations payable on the covered bonds issued by the Group. The covered bond holders have dual recourse to the issuer and the cover pool of assets. The issuer cannot otherwise pledge or dispose of the transferred assets, however, it may repurchase and substitute assets as long as the required cover is maintained. The Company, as an issuer of covered bonds is required to maintain the cover pool at a level sufficient to cover the bond obligations. Therefore, the majority of the credit risk associated with the underlying mortgages within the cover pool is retained by the Company. In addition, the Company is entitled to any residual income of the covered bond SPE and where the SPE includes interest rate and foreign currency derivatives that have not been externalised, the interest rate and foreign currency risk are held in the Company. The Company is therefore deemed to have retained the majority of the risks and rewards of the residential mortgages and as such continues to recognise the mortgages as financial assets. The obligation to repay this amount to the SPE is recognised as a financial liability of the Company. As the Group has control over the SPE’s activities, they are consolidated by the Group. The external covered bonds issued are included within Bonds and Notes. REPURCHASE AGREEMENTS Securities sold subject to repurchase agreements are considered transferred assets that do not qualify for derecognition when substantially all the risks and rewards of ownership remain with the Group. An associated liability is recognised for the consideration received from the counterparty. The table below sets out the balance of assets transferred that do not qualify for derecognition, along with the associated liabilities. Securitisations1,2 Current carrying amount of assets transferred Carrying amount of associated liabilities Covered bonds1 Current carrying amount of assets transferred Carrying amount of associated liabilities3 Repurchase agreements Current carrying amount of assets transferred Carrying amount of associated liabilities Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m – – – – – – – – 1,547 1,540 536 528 41,718 41,718 16,558 16,558 1,347 1,341 41,789 41,789 11,304 11,304 289 286 1 The consolidated balances are nil as the Company balances relate to transfers to internal special purpose vehicles. The total covered bonds issued by the Group to external investors at 30 September 2013 was $17,639 million (2012: $11,162 million), secured by $21,770 million (2012: $15,276 million) of specified residential mortgages. 2 The securitisation noteholders have recourse only to the pool of residential mortgages which have been securitised. The carrying value of securitised assets and the associated liabilities approximate their fair value value. 3 The associated liability represents the Company’s liability to the covered bond SPE. Covered bonds issued by the Company to external investors at 30 September 2013 was $14,146 million (2012: $8,798 million). NOTES TO THE FINANCIAL STATEMENTS 163 ANZ ANNUAL REPORT 2013 41: Fiduciary Activities The Group conducts various fiduciary activities as follows: INvESTMENT fIDUCIARY ACTIvITIES fOR TRUSTS The Group conducts investment fiduciary activities for trusts, including deceased estates. These trusts have not been consolidated as the Group does not have direct or indirect control. Where the Company or its controlled entities incur liabilities in respect of these operations as trustee, where the primary obligation is incurred in an agency capacity as trustee of the trust rather than on the Group’s own account, a right of indemnity exists against the assets of the applicable funds or trusts. As these assets are sufficient to cover the liabilities and it is therefore not probable that the Company or its controlled entities will be required to settle the liabilities, the liabilities are not included in the financial statements. The aggregate amounts of funds concerned are as follows: Trusteeships fUNDS MANAGEMENT ACTIvITIES 2013 $m 4,875 2012 $m 3,958 Funds management activities are conducted through Group controlled entities ANZ Wealth Australia Limited and ANZ Wealth New Zealand Limited and certain other subsidiaries of the Group. Funds under management in these entities are included in these consolidated financial statements where they are controlled by the Group. The aggregate funds under management which are not included in these consolidated financial statements are as follows: 2013 $m 8,331 7,335 7,751 10 2012 $m 7,079 5,845 6,673 22 23,427 19,619 Consolidated The Company 2013 $m 77 77 1,633 201 1,834 423 945 466 2012 $m 78 78 1,561 177 1,738 400 887 451 2013 $m 54 54 1,918 185 2,103 375 981 747 2012 $m 70 70 1,313 161 1,474 330 767 377 1,834 1,738 2,103 1,474 ANZ Wealth Australia Limited ANZ Wealth New Zealand Limited Other controlled entities – New Zealand Other controlled entities – Australia 42: Commitments Property capital expenditure Contracts for outstanding capital expenditure Total capital expenditure commitments for property Lease rentals Land and buildings Furniture and equipment Total lease rental commitments Not later than 1 year Later than one year but not later than 5 years Later than 5 years Total lease rental commitments 164 Notes to the fiNaNcial statemeNts (continued) 43: Credit Related Commitments, Guarantees, Contingent Liabilities and Contingent Assets CREDIT RELATED COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES Credit related commitments facilities provided Undrawn facilities Australia New Zealand Overseas markets Total Consolidated The Company Contract amount 2013 $m Contract amount 2012 $m Contract amount 2013 $m Contract amount 2012 $m 170,670 141,355 134,622 118,461 85,091 18,754 66,825 77,137 16,822 47,396 85,081 – 49,541 77,119 – 41,342 170,670 141,355 134,622 118,461 Guarantees and contingent liabilities Details of the estimated maximum amount of guarantees and contingent liabilities that may become payable are disclosed on the following pages. These guarantees and contingent liabilities relate to transactions that the Group has entered into as principal. Documentary letters of credit involve the issue of letters of credit guaranteeing payment in favour of an exporter secured against an underlying shipment of goods or backed by a confirmatory letter of credit from another bank. Performance related contingencies are liabilities that oblige the Group to make payments to a third party should the customer fail to fulfil the non-monetary terms of the contract. To reflect the risk associated with these transactions, they are subjected to the same credit origination, portfolio management and collateral requirements for customers that apply for loans. The contract amount represents the maximum potential amount that could be lost if the counterparty fails to meet its financial obligations. As the facilities may expire without being drawn upon, the notional amounts do not necessarily reflect future cash requirements. Financial guarantees Standby letters of credit Documentary letter of credit Performance related contingencies Other Total Australia New Zealand Asia Pacific, Europe & America Total Consolidated The Company Contract amount 2013 $m 8,223 4,437 3,197 19,960 715 36,532 16,983 1,645 17,904 36,532 Contract amount 2012 $m 6,711 2,450 3,201 19,440 581 32,383 15,516 1,075 15,792 32,383 Contract amount 2013 $m 6,713 3,873 2,312 18,242 709 31,849 16,983 – 14,866 31,849 Contract amount 2012 $m 5,812 2,156 2,689 18,330 632 29,619 15,516 – 14,103 29,619 OTHER BANK RELATED CONTINGENT LIABILITIES GENERAL There are outstanding court proceedings, claims and possible claims against the Group, the aggregate amount of which cannot readily be quantified. Appropriate legal advice has been obtained and, in the light of such advice, provisions as deemed necessary have been made. In some instances we have not disclosed the estimated financial impact as this may prejudice the interests of the Group. i) Exception fees class action Litigation funder IMF (Australia) Ltd commenced a class action against ANZ in 2010, followed by a second similar class action in March 2013. The separate actions are claimed to be on behalf of more than 40,000 ANZ customers for more than $50 million in fees claimed to have been charged to those customers. The second of the class actions is scheduled for trial commencing 2 December 2013. ANZ is defending it. In June 2013, litigation funder Litigation Lending Services (NZ) commenced a representative action against ANZ for certain fees charged to New Zealand customers since 2007. There is a risk that further claims could emerge in Australia, New Zealand or elsewhere. ii) Security recovery actions Various claims have been made or are anticipated, arising from security recovery actions taken to resolve impaired assets over recent years. ANZ will defend these claims and any future claims. iii) Contingent tax liability The Australian Taxation Office (ATO) is reviewing the taxation treatment of certain transactions undertaken by the Group in the course of normal business activities. Risk reviews and audits are also being undertaken by revenue authorities in other jurisdictions, as part of normal revenue authority activity in those countries. The Group has assessed these and other taxation claims arising in Australia and elsewhere, including seeking independent advice where appropriate, and considers that it holds appropriate provisions. NOTES TO THE FINANCIAL STATEMENTS 165 ANZ ANNUAL REPORT 2013 43: Credit Related Commitments, Guarantees, Contingent Liabilities and Contingent Assets (continued) iv) Interbank Deposit Agreement ANZ has entered into an Interbank Deposit Agreement with the major banks in the payment system. This agreement is a payment system support facility certified by APRA, where the terms are such that if any bank is experiencing liquidity problems, the other participants are required to deposit equal amounts of up to $2 billion for a period of 30 days. At the end of 30 days the deposit holder has the option to repay the deposit in cash or by way of assignment of mortgages to the value of the deposit. v) Clearing and settlement obligations In accordance with the clearing and settlement arrangements set out: } in the Australian Payments Clearing Association Limited’s Regulations for the Australian Paper Clearing System, the Bulk Electronic Clearing System, the Consumer Electronic Clearing System and the High Value Clearing System (HVCS), the Company has a commitment to comply with rules which could result in a bilateral exposure and loss in the event of a failure to settle by a member institution; and } in the Austraclear System Regulations (Austraclear) and the CLS Bank International Rules, the Company has a commitment to participate in loss-sharing arrangements in the event of a failure to settle by a member institution. For HVCS and Austraclear, the obligation arises only in limited circumstances. vi) Deed of Cross Guarantee in respect of certain controlled entities Pursuant to class order 98/1418 (as amended) dated 13 August 1998, relief was granted to a number of wholly owned controlled entities from the Corporations Act 2001 requirements for preparation, audit, and lodgement of individual financial statements in Australia. The results of these companies are included in the consolidated Group results. The entities to which relief was granted are: } ANZ Properties (Australia) Pty Ltd1 } ANZ Capital Hedging Pty Ltd1 } ANZ Orchard Investments Pty Ltd2 } ANZ Securities (Holdings) Limited3 } ANZ Commodity Trading Pty Ltd4 } ANZ Funds Pty Ltd1 } Votraint No. 1103 Pty Ltd2 } ANZ Nominees Limited5 1 Relief originally granted on 21 August 2001. 2 Relief originally granted on 13 August 2002. 3 Relief originally granted on 9 September 2003. 4 Relief originally granted on 2 September 2008. 5 Relief originally granted on 11 February 2009. It is a condition of the class order that the Company and each of the above controlled entities enter into a Deed of Cross Guarantee. A Deed of Cross Guarantee or subsequent Assumption Deeds under the class order were executed by them and lodged with the Australian Securities and Investments Commission. The Deed of Cross Guarantee is dated 1 March 2006. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up any of the controlled entities under certain provisions of the Corporations Act 2001. If a winding up occurs in any other case, the Company will only be liable in the event that after six months any creditor has not been paid in full. The controlled entities have also given similar guarantees in the event that the Company is wound up. 166 Notes to the fiNaNcial statemeNts (continued) 43: Credit Related Commitments, Guarantees, Contingent Liabilities and Contingent Assets (continued) The consolidated statement of comprehensive income and consolidated balance sheet of the Company and its wholly owned controlled entities which have entered into the Deed of Cross Guarantee in the relevant financial years are: Profit before tax Income tax expense Profit after income tax Foreign exchange differences taken to equity, net of tax Change in fair value of available-for-sale financial assets, net of tax Change in fair value of cash flow hedges, net of tax Actuarial gains/(loss) on defined benefit plans, net of tax Other comprehensive income, net of tax Total comprehensive income Retained profits at start of year Profit after income tax Ordinary share dividends provided for or paid Transfer from reserves Actuarial gains/(loss) on defined benefit plans after tax Retained profits at end of year Assets Liquid assets Available-for-sale assets/investment securities Net loans and advances Other assets Premises and equipment Total assets Liabilities Deposits and other borrowings Income tax liability Payables and other liabilities Provisions Total liabilities Net assets Shareholders’ equity1 Consolidated 2013 $m 7,196 (1,784) 5,412 310 15 (37) (19) 269 5,681 15,145 5,412 (4,082) 1 (19) 16,457 33,838 23,823 371,983 180,992 1,034 611,670 359,013 932 211,835 825 572,605 39,065 39,065 2012 $m 6,497 (1,549) 4,948 (275) (15) 39 (28) (279) 4,669 13,914 4,948 (3,691) 2 (28) 15,145 32,782 17,841 349,048 171,362 1,573 572,606 333,536 804 200,479 745 535,564 37,042 37,042 1 Shareholders’ equity excludes retained profits and reserves of controlled entities within the class order. vii) Sale of Grindlays businesses On 31 July 2000, ANZ completed the sale to Standard Chartered Bank (SCB) of ANZ Grindlays Bank Limited and the private banking business of ANZ in the United Kingdom and Jersey, together with ANZ Grindlays (Jersey) Holdings Limited and its subsidiaries, for USD1.3 billion in cash. ANZ provided warranties and certain indemnities relating to those businesses and, where it was anticipated that payments would be likely under the warranties or indemnities, made provisions to cover the anticipated liability. The issues below have not impacted adversely the reported results. All settlements, penalties and costs have been covered within existing provisions. foreign Exchange Regulation Act (India) In 1991 certain amounts were transferred from non-convertible Indian Rupee accounts maintained with Grindlays in India. These transactions may not have complied with the provisions of the Foreign Exchange Regulation Act, 1973. Grindlays, on its own initiative, brought these transactions to the attention of the Reserve Bank of India. The Indian authorities served notices on Grindlays and certain of its officers in India and civil penalties have been imposed which are the subject of appeals. Criminal prosecutions are pending and will be defended. The amounts in issue are not material. Tax Indemnity ANZ provided an indemnity relating to tax liabilities of Grindlays (and its subsidiaries) and the Jersey Sub-Group to the extent to which such liabilities were not provided for in the Grindlays accounts as at 31 July 2000. Claims have been made under this indemnity, with no material impact on the Group expected. CONTINGENT ASSETS National Housing Bank ANZ is pursuing recovery of the proceeds of certain disputed cheques which were credited to the account of a former Grindlays customer in the early 1990s. The disputed cheques were drawn on the National Housing Bank (NHB) in India. Proceedings between Grindlays and NHB concerning the proceeds of the cheques were resolved in early 2002. Recovery is now being pursued from the estate of the Grindlays customer who received the cheque proceeds. Any amounts recovered are to be shared between ANZ and NHB. NOTES TO THE FINANCIAL STATEMENTS 167 ANZ ANNUAL REPORT 2013 44: Superannuation and Other Post Employment Benefit Schemes DESCRIPTION Of THE GROUP ’S POST EMPLOYMENT BENEfIT SCHEMES The Group has established a number of pension, superannuation and post-retirement medical benefit schemes throughout the world. The Group may be obliged to contribute to the schemes as a consequence of legislation and provisions of trust deeds. Legal enforceability is dependent on the terms of the legislation and trust deeds. The major schemes are: Country Scheme Scheme type Contribution levels Employee/participant Employer Australia ANZ Australian Staff Superannuation Scheme1,2 New Zealand ANZ National Bank Staff Superannuation Scheme1,2 Defined contribution scheme Section C3 or Optional8 Balance of cost10 Defined contribution scheme Section A or Optional Defined benefit scheme Pension Section4 Defined benefit scheme5 or Defined contribution scheme Nil Nil Minimum of 2.5% of salary 9.25% of salary11 Balance of cost12 Balance of cost13 7.5% of salary14 National Bank Staff Superannuation Fund1,2 Defined benefit scheme6 or 5.0% of salary Balance of cost15 Defined contribution scheme7 Minimum of 2.0% of salary 11.5% of salary16 United Kingdom ANZ UK Staff Pension Scheme1 Defined benefit scheme7 5.0% of salary9 Balance of cost17 Balance of cost: the Group’s contribution is assessed by the actuary after taking account of members’ contributions and the value of the schemes’ assets. 1 These schemes provide for pension benefits. 2 These schemes provide for lump sum benefits. 3 Closed to new members in 1997. 4 Closed to new members. Operates to make pension payments to retired members or their dependants. 5 Closed to new members on 31 March 1990. Operates to make pension payments to retired members of that section of the scheme or their dependants. 6 Closed to new members on 1 October 1991. 7 Closed to new members on 1 October 2004. 8 Optional but with minimum of 1% of salary. 9 From 1 October 2003, all member contributions are at a rate of 5% of salary. 10 As determined by the Trustee on the recommendation of the actuary – currently 9.25% (2012: 9%) of members’ salaries. 11 2012: 9% of salary. 12 As determined by the Trustee on the recommendation of the actuary – $4.7 million p.a. (2012: $4.7 million p.a.). 13 As recommended by the actuary – currently nil (2012: nil). 14 2012: 7.5% of salary. 15 As recommended by the actuary – currently 24.8% (2012: 24.8%) of members’ salaries and net additional contributions of NZD 5 million p.a. 16 2012: 11.5% of salary. 17 As agreed by the Trustee and Group after taking the advice of the actuary – currently 26% (2012: 26%) of pensionable salaries and additional quarterly contributions of GBP 7.5 million until September 2016. 168 Notes to the fiNaNcial statemeNts (continued) 44: Superannuation and Other Post Employment Benefit Schemes (continued) fUNDING AND CONTRIBUTION INfORMATION fOR THE DEfINED BENEfIT SECTIONS Of THE SCHEMES The funding and contribution information for the defined benefit sections of the schemes, as extracted from the schemes’ most recent financial reports, is set out below. In this financial report, the net (liability)/asset arising from the defined benefit obligation recognised in the balance sheet has been determined in accordance with AASB 119. However, the excess or deficit of the net market value of assets over accrued benefits shown below has been determined in accordance with AAS 25 Financial Reporting by Superannuation Plans. The excess or deficit for funding purposes shown below differs from the net (liability)/asset in the balance sheet because AAS 25 prescribes a different measurement date and basis to those used for AASB 119 purposes. 2013 Schemes ANZ Australian Staff Superannuation Scheme Pension Section2 ANZ UK Staff Pension Scheme2 ANZ UK Health Benefits Scheme5 ANZ National Bank Staff Superannuation Scheme3 National Bank Staff Superannuation Fund4 Other5,6 Total Net market value of assets held by scheme $m Excess/(deficit) of net market value of assets over accrued benefits $m 18 929 – 4 298 33 1,282 (8) (168) (7) – (30) (9) (222) Accrued benefits1 $m 26 1,097 7 4 328 42 1,504 1 Determined in accordance with AAS 25, which prescribes a different measurement date and basis to those applied in this financial report under AASB 119. Under AASB 119, the discount rates used are based on prevailing government and corporate bonds at the reporting date (30 September 2013), rather than the expected return on scheme assets as at the most recent actuarial valuation date (set out below) as prescribed by AAS 25. 2 Amounts were determined at 31 December 2012. 3 Amounts were determined at 31 December 2010. 4 Amounts were determined at 31 March 2012. 5 Amounts were determined at 30 September 2013. 6 Other includes the defined benefit arrangement in Japan, Philippines and Taiwan. 2012 Schemes ANZ Australian Staff Superannuation Scheme Pension Section2 ANZ UK Staff Pension Scheme2 ANZ UK Health Benefits Scheme5 ANZ National Bank Staff Superannuation Scheme3 National Bank Staff Superannuation Fund4 Other5,6 Total Net market value of assets held by scheme $m Excess/(deficit) of net market value of assets over accrued benefits $m 15 749 – 4 267 28 1,063 (11) (279) (7) – (27) (10) (334) Accrued benefits1 $m 26 1,028 7 4 294 38 1,397 1 Determined in accordance with AAS 25, which prescribes a different measurement date and basis to those applied in this financial report under AASB 119. Under AASB 119, the discount rates used are based on prevailing government and corporate bond rates at the reporting date (30 September 2012), rather than the expected return on scheme assets as at the most recent actuarial valuation date (set out below) as prescribed by AAS 25. 2 Amounts were measured at 31 December 2011. 3 Amounts were measured at 31 December 2010. 4 Amounts were measured at 31 March 2012. 5 Amounts were measured at 30 September 2012. 6 Other includes the defined benefit arrangements in Japan, Philippines and Taiwan. Employer contributions to the defined benefit sections are based on recommendations by the schemes’ actuaries. Funding recommendations are made by the actuaries based on assumptions of various matters such as future investment performance, interest rates, salary increases, mortality rates and turnover levels. The funding methods adopted by the actuaries are intended to ensure that the benefit entitlements of employees are fully funded by the time they become payable. The Group expects to make contributions of $67 million (2012: $61 million) to the defined benefit sections of the schemes during the next financial year. NOTES TO THE FINANCIAL STATEMENTS 169 ANZ ANNUAL REPORT 2013 44: Superannuation and Other Post Employment Benefit Schemes (continued) The current contribution recommendations for the major defined sections of the schemes are described below. ANZ AUSTRALIAN STAff SUPERANNUATION SCHEME PENSION SECTION The Pension Section of the ANZ Australian Staff Superannuation Scheme is closed to new members. An interim actuarial valuation, conducted by consulting actuaries Russell Employee Benefits as at 31 December 2012, showed a deficit of $8 million and the actuary recommended that the Group make contributions to the Pension Section of $4.7 million p.a. for the two years to 31 December 2014. The next full actuarial valuation is due to be conducted as at 31 December 2013. The following economic assumptions were used in formulating the actuary’s funding recommendations: Rate of investment return Pension indexation rate 6.5% p.a. 2.5% p.a. The Group has no present liability under the Scheme’s Trust Deed to commence contributions or fund the deficit. ANZ UK STAff PENSION SCHEME An actuarial valuation, conducted by consulting actuaries Towers Watson as at 31 December 2012, showed a deficit of GBP 97 million ($168 million at 30 September 2013 exchange rates). Following the actuarial valuation as at 31 December 2012, the Group agreed to make regular contributions at the rate of 26% of pensionable salaries. These contributions are sufficient to cover the cost of accruing benefits. To address the deficit, the Group agreed to continue to pay additional quarterly contributions of GBP 7.5 million. These contributions will be reviewed following the next actuarial valuation which is scheduled to be undertaken as at 31 December 2015. The following economic assumptions were used for the interim actuarial valuation as at 31 December 2012: Rate of investment return on existing assets – to 31 December 2018 – to 31 December 2033 Rate of investment return for determining ongoing contributions Salary increases Pension increases In deferment increases 4.1% p.a. 2.8% p.a. 6.0% p.a. 3.4% p.a. 2.9% p.a. 2.2% p.a. The Group has no present liability under the Scheme’s Trust Deed to fund the deficit measured under AAS 25. A contingent liability may arise in the event that the Scheme was wound up. If this were to happen, the Trustee would be able to pursue the Group for additional contributions under the UK Employer Debt Regulations. The Group intends to continue the Scheme on an on-going basis. NATIONAL BANK STAff SUPERANNUATION fUND A full actuarial valuation of the National Bank Staff Superannuation Fund, conducted by consulting actuaries AON Consulting NZ, as at 31 March 2012 showed a deficit of NZD 34 million ($30 million at 30 September 2013 exchange rates). The actuary recommended that the Group make contributions of 24.8% of salaries plus a lump sum contribution of NZD 5 million p.a. (net of employer superannuation contribution tax) in respect of members of the defined benefit section. The following economic assumptions were used in formulating the actuary’s funding recommendations: Rate of investment return (net of income tax) Salary increases Pension increases 5.0% p.a. 3.0% p.a. 2.5% p.a. The Group has no present liability under the Fund’s Trust Deed to fund the deficit measured under AAS 25. A contingent liability may arise in the event that the Fund was wound up. Under the Fund’s Trust Deed, if the Fund were wound up, the Group is required to pay the Trustees of the Fund an amount sufficient to ensure members do not suffer a reduction in benefits to which they would otherwise be entitled. The Group intends to continue the Fund on an on-going basis. The basis of calculation under AASB119 is detailed in note 1 F(vii). 170 Notes to the fiNaNcial statemeNts (continued) 44: Superannuation and Other Post Employment Benefit Schemes (continued) The following tables summarise the components of the expense recognised in the income statement and the amounts recognised in the balance sheet under AASB 119 for the defined benefit sections of the schemes: Amount recognised in income in respect of defined benefit schemes Current service cost Interest cost Expected return on assets Adjustment for contributions tax Total included in personnel expenses Amounts recognised in the balance sheet in respect of defined benefit schemes Present value of funded defined benefit obligation Fair value of scheme assets Net liability arising from defined benefit obligation Amounts recognised in the balance sheet Payables and other liabilities Net liability arising from defined benefit obligation Amounts recognised in equity in respect of defined benefit schemes Actuarial (gains)/losses incurred during the year and recognised directly in retained earnings Cumulative actuarial (gains)/losses recognised directly in retained earnings Consolidated 2013 $m 2012 $m The Company 2013 $m 2012 $m 8 44 (46) 1 7 (1,256) 1,182 (74) (74) (74) (28) 270 7 48 (44) 2 13 (1,109) 960 (149) (149) (149) 54 298 4 38 (40) – 2 (1,054) 1,025 (29) (29) (29) 19 227 5 42 (39) – 8 (913) 846 (67) (67) (67) 35 208 The Group has a legal liability to fund deficits in the schemes, but no legal right to use any surplus in the schemes to further its own interests. The Group has no present liability to settle deficits with an immediate contribution. Movements in the present value of the defined benefit obligation in the relevant period Opening defined benefit obligation Current service cost Interest cost Contributions from scheme participants Actuarial (gains)/losses Exchange difference on foreign schemes Benefits paid Transfer of Taiwan liabilities to subsidiary1 Closing defined benefit obligation Movements in the fair value of the scheme assets in the relevant period Opening fair value of scheme assets Expected return on scheme assets Actuarial gains/(losses) Exchange difference on foreign schemes Contributions from the employer Contributions from scheme participants Benefits paid Transfer of Taiwan assets to subsidiary1 Closing fair value of scheme assets2 Actual return on scheme assets 1,109 8 44 – 24 129 (58) – 1,256 960 46 52 115 67 – (58) – 1,182 98 1,033 7 48 1 105 (24) (61) – 1,109 885 44 51 (21) 61 1 (61) – 960 95 913 4 38 – 66 107 (44) (30) 1,054 846 40 47 99 59 – (44) (22) 1,025 87 857 5 42 – 79 (25) (45) – 913 775 39 44 (22) 55 – (45) – 846 83 1 During 2013, the assets and liabilities of the Taiwan defined benefit scheme were transferred from the Taiwan branch of the Company to a subsidiary of the Company. There was no gain or loss on transfer. As a result of this transfer, the assets and liabilities of the Taiwan defined benefit scheme are no longer included in the Company balances. 2 Scheme assets include the following financial instruments issued by the Group: cash and short-term debt instruments $1.8 million (September 2012: $1.4 million), fixed interest securities $0.7 million (September 2012: $0.6 million) and equities nil (September 2012: nil). Analysis of the scheme assets Equities Debt securities Property Other assets Total assets Consolidated fair value of scheme assets The Company fair value of scheme assets 2013 % 40 46 6 8 100 2012 % 38 43 7 12 100 2013 % 38 48 7 7 100 2012 % 36 44 8 12 100 NOTES TO THE FINANCIAL STATEMENTS 171 ANZ ANNUAL REPORT 2013 44: Superannuation and Other Post Employment Benefit Schemes (continued) Key actuarial assumptions used (expressed as weighted averages) Discount rate ANZ Australian Staff Superannuation Scheme – Pension Section ANZ UK Staff Pension Scheme ANZ UK Health Benefits Scheme ANZ National Bank Staff Superannuation Scheme National Bank Staff Superannuation Fund Expected rate of return on scheme assets ANZ Australian Staff Superannuation Scheme – Pension Section ANZ UK Staff Pension Scheme ANZ UK Health Benefits Scheme ANZ National Bank Staff Superannuation Scheme National Bank Staff Superannuation Fund Future salary increases ANZ UK Staff Pension Scheme National Bank Staff Superannuation Fund Future pension increases ANZ Australian Staff Superannuation Scheme – Pension Section ANZ UK Staff Pension Scheme – In payment – In deferment ANZ National Bank Staff Superannuation Scheme National Bank Staff Superannuation Fund Future medical cost trend – short-term ANZ UK Health Benefits Scheme Future medical cost trend – long-term ANZ UK Health Benefits Scheme 2013 % 4.00 4.30 4.30 4.60 4.60 6.50 4.70 n/a 4.50 5.00 3.80 3.00 2.50 3.30 2.40 2.50 2.50 6.10 6.10 2012 % 2.75 4.40 4.40 3.50 3.50 6.50 4.70 n/a 4.50 5.00 4.50 3.00 2.50 2.70 2.00 2.50 2.50 6.60 6.60 To determine the expected returns of each of the asset classes held by the relevant scheme, the actuaries assessed historical return trends and market expectations for the asset class returns applicable for the period over which the obligation is to be settled. The overall expected rate of return on assets for each scheme was then determined as the weighted average of the expected returns for the classes of assets held by the relevant scheme. Assumed medical cost trend rates do not have a material effect on the amounts recognised as income or included in the balance sheet. Consolidated The Company 2013 $m 2012 $m 2011 $m 2010 $m 2009 $m 2013 $m 2012 $m 2011 $m 2010 $m 2009 $m History of experience adjustments Defined benefits obligation Fair value of scheme assets Surplus/(deficit) Experience adjustments on scheme liabilities Experience adjustments on scheme assets (1,256) 1,182 (74) (1,109) 960 (149) 15 52 1 51 (1,033) 885 (148) (11) (25) (1,059) 873 (186) (2) 36 (1,095) 849 (246) 7 (49) (1,054) 1,025 (29) 10 47 (913) 846 (67) 2 45 (857) 775 (82) (10) (21) (928) 761 (167) 1 26 (938) 738 (200) 7 (32) 172 Notes to the fiNaNcial statemeNts (continued) 45: Employee Share and Option Plans ANZ operates a number of employee share and option schemes under the ANZ Employee Share Acquisition Plan and the ANZ Share Option Plan. ANZ EMPLOYEE SHARE ACqUISITION PLAN ANZ Employee Share Acquisition Plan (ESAP) schemes that existed during the 2012 and 2013 years were the Employee Share Offer, the Deferred Share Plan and the Employee Share Save Scheme (ESSS). Note the ESSS is an employee salary sacrifice plan and is not captured as a share based payment expense. Employee Share Offer Each permanent employee (excluding senior executives) who has had continuous service for one year is eligible to participate in the Employee Share Offer enabling the grant of up to $1,000 of ANZ shares in each financial year, subject to approval of the Board. At a date approved by the Board, the shares will be granted to all eligible employees using the one week weighted average price of ANZ shares traded on the ASX in the week leading up to and including the date of grant. In Australia and three overseas locations (Cook Islands, Kiribati and Solomon Islands), ANZ ordinary shares are granted to eligible employees for nil consideration and vest immediately when granted, as there is no forfeiture provision. It is a requirement, however, that shares are held in trust for three years from the date of grant, after which time they may remain in trust, be transferred to the employee’s name or sold. Dividends received on the shares are automatically reinvested into the Dividend Reinvestment Plan. In New Zealand shares are granted to eligible employees upon payment of NZD one cent per share. Shares granted in New Zealand and the remaining overseas locations under this plan vest subject to the satisfaction of a three year service period, after which time they may, remain in trust, be transferred into the employee’s name or sold. Unvested shares are forfeited in the event of resignation or dismissal for serious misconduct. Dividends are either received as cash or reinvested into the Dividend Reinvestment Plan. During the 2013 year, 1,450,558 shares with an issue price of $24.44 were granted under the plan to employees on 6 December 2012 (2012 year: 1,822,760 shares with an issue price of $20.21 were granted on 5 December 2011). Deferred Share Plan A Short Term Incentive (STI) mandatory deferral program was implemented from 2009, with equity deferral relating to half of all STI amounts above a specified threshold. Prior to 2011, STI deferred equity could be taken as 100% shares or 50% shares and 50% options. From 2011, all STI deferred equity is taken as 100% shares. Selected employees may also be granted Long Term Incentive (LTI) deferred shares which vest to the employee three years from the date of grant. Ordinary shares granted under this LTI plan may be held in trust beyond the deferral period. In exceptional circumstances, deferred shares are granted to certain employees upon commencement with ANZ to compensate for remuneration forgone from their previous employer. The vesting period generally aligns with the remaining vesting period of remuneration forgone, and therefore varies between grants. Retention deferred shares may also be granted occasionally to high performing employees who are regarded as a significant retention risk to ANZ. Unless the Board decides otherwise, unvested STI, LTI or other deferred shares are forfeited on resignation, termination on notice or dismissal for serious misconduct. The employee receives dividends on deferred shares while those shares are held in trust (cash or Dividend Reinvestment Plan). Deferred share rights may be granted instead of deferred shares in some countries to accommodate offshore taxation regulations (refer to Deferred Share Rights section). The issue price for deferred shares is based on the volume weighted average price of the shares traded on the ASX in the week leading up to and including the date of grant. During the 2013 year, 6,233,626 deferred shares with a weighted average grant price of $25.00 were granted under the deferred share plan (2012 year: 7,001,566 shares with a weighted average grant price of $21.19 were granted). In accordance with the clawback provisions detailed in Section 6.3, Other Remuneration Elements of the 2013 Remuneration Report, Board discretion was exercised during 2013 resulting in 5,691 shares granted in 2013 being clawed back under the deferred share plan. Share valuations The fair value of shares granted in the 2013 year under the Employee Share Offer and the Deferred Share Plan, measured as at the date of grant of the shares, is $190.6 million based on 7,684,184 shares at a volume weighted average price of $24.81 (2012 year: fair value of shares granted was $185.4 million based on 8,824,326 shares at a weighted average price of $21.01). The volume weighted average share price of all ANZ shares sold on the ASX on the date of grant is used to calculate the fair value of shares. No dividends are incorporated into the measurement of the fair value of shares. ANZ SHARE OPTION PLAN Selected employees may be granted options/rights, which entitle them to acquire ordinary fully paid shares in ANZ at a price fixed at the time the options/rights are granted. Voting and dividend rights will be attached to the ordinary shares allocated on exercise of the options/rights. Each option/right entitles the holder to one ordinary share subject to the terms and conditions imposed on grant. The exercise price of the options, determined in accordance with the rules of the plan, is generally based on the weighted average price of the shares traded on the ASX in the week leading up to and including the date of grant. For rights, the exercise price is nil. NOTES TO THE FINANCIAL STATEMENTS 173 ANZ ANNUAL REPORT 2013 45: Employee Share and Option Plans (continued) The option plan rules set out the entitlements a holder of options/rights has prior to exercise in the event of a bonus issue, pro-rata new issue or reorganisation of ANZ’s share capital. In summary: } if ANZ has issued bonus shares during the life of an option and prior to the exercise of the option, then when the option is exercised the option holder is also entitled to be issued such number of bonus shares as the holder would have been entitled to if the option holder had held the underlying shares at the time of the bonus issue; } if ANZ makes a pro-rata offer of securities during the life of an option and prior to the exercise of the option, the exercise price of the option will be adjusted in the manner set out in the ASX Listing Rules; and } in respect of rights, if there is a bonus issue or reorganisation of ANZ’s share capital, the number of rights or the number of underlying shares may be adjusted so that there is no advantage or disadvantage to the holder. Holders otherwise have no other entitlements to participate in any new issue of ANZ securities prior to exercise of their options/rights. Holders also have no right to participate in a share issue of a body corporate other than ANZ (e.g. a subsidiary). ANZ Share Option Plan schemes expensed in the 2012 and 2013 years are as follows: Current Option Plans Performance Rights Plan (excluding CEO Performance Rights) Performance rights are granted to selected employees as part of ANZ’s LTI program. Performance rights provide the right to acquire ANZ shares at nil cost, subject to a three year vesting period and a Total Shareholder Return (TSR) performance hurdle. Further details in relation to performance rights are detailed in Section 6.2.2, Long Term Incentives (LTI) in the 2013 Remuneration Report. For equity grants made after 1 November 2012, any portion of the award which vests may be satisfied by a cash equivalent payment rather than shares at the Board’s discretion. The provisions that apply in the case of cessation of employment are detailed in Section 8.3, Disclosed Executives in the 2013 Remuneration Report. During the 2013 year, 641,728 performance rights (excluding CEO performance rights) were granted (2012: 586,925). CEO Performance Rights At the 2012 Annual General Meeting shareholders approved an LTI grant to the CEO equivalent to 100% of his 2012 fixed pay, being $3.15 million. This equated to a total of 328,810 performance rights being allocated, which will be subject to testing against a TSR hurdle after three years, i.e. December 2015. For equity grants made after 1 November 2012, any portion of the award which vests may be satisfied by a cash equivalent payment rather than shares at the Board’s discretion. At the 2010 and 2011 Annual General Meetings shareholders approved LTI grants to the CEO equivalent to 100% of his fixed pay, being $3.15 million. This equated to a total of 253,164 (2010) and 326,424 (2011) performance rights being allocated, which will be subject to testing against a TSR hurdle after three years, i.e. December 2013 and 2014 respectively. At the 2007 Annual General Meeting shareholders approved an LTI grant consisting of three tranches of performance rights, each to a maximum value of $3 million. The performance periods for each tranche began on the date of grant of 19 December 2007 and ended on the third, fourth and fifth anniversaries respectively (i.e. only one performance measurement for each tranche). The first of these tranches was tested in December 2010 and 258,620 performance rights vested and were exercised in 2011. The second tranche was tested in December 2011 and 259,740 performance rights vested and were exercised in 2012. The third tranche was tested in December 2012 and 260,642 performance rights vested and were exercised in 2013. The provisions that apply in the case of cessation of employment are detailed in Section 8.2, Chief Executive Officer (CEO) in the 2013 Remuneration Report. Deferred Share Rights (no performance hurdles) Deferred share rights provide the right to acquire ANZ shares at nil cost after a specified vesting period. The fair value of rights is adjusted for the absence of dividends during the restriction period. Treatment of rights in respect of cessation relates to the purpose of the grant (refer to Deferred Share Plan section above). For deferred share rights grants made after 1 November 2012, any portion of the award which vests may be satisfied by a cash equivalent payment rather than shares at the Board’s discretion. During the 2013 year 1,133,780 deferred share rights (no performance hurdles) were granted (2012: 1,013,185). Legacy Option Plans The following legacy option plans are no longer being offered, but were expensed in the 2012 and 2013 years. CEO Options At the 2008 Annual General Meeting, shareholders approved a special grant to the CEO of 700,000 options, granted on 18 December 2008. At grant the options were independently valued with a fair value of $2.27 each (total value of $1.589 million) and an option exercise price of $14.18 per share. Upon exercise, each option entitled the CEO to one ordinary ANZ share. The options vested on 18 December 2011 and were exercised during 2012. 174 Notes to the fiNaNcial statemeNts (continued) 45: Employee Share and Option Plans (continued) Deferred Options (no performance hurdles) Under the STI deferral program half of all amounts above a specified threshold are provided as deferred equity. Previously deferred equity could be taken as 100% shares or 50% shares and 50% options. From 2011, all deferred equity is taken as 100% shares (refer to Deferred Share Plan section above). Options, deferred share rights and performance rights on issue As at 8 November 2013, there were 15 holders of 192,424 options on issue, 1,836 holders of 2,142,901 deferred share rights on issue and 13 holders of 2,485,640 performance rights on issue. Option Movements Details of options/rights over unissued ANZ shares and their related weighted average exercise prices as at the beginning and end of 2013 and movements during 2013 follow: Weighted average exercise price Opening balance 1 October 2012 Options/rights granted Options/rights forfeited Options/rights expired Options/rights exercised Closing balance 30 September 2013 5,941,291 $6.53 2,104,318 $0.00 (295,701) $0.35 (185,617) $23.48 (2,693,773) $10.81 4,870,518 $1.07 The weighted average closing share price during the year ended 30 September 2013 was $27.68 (2012: $21.88). The weighted average remaining contractual life of options/rights outstanding at 30 September 2013 was 2.9 years (2012: 2.5 years). The weighted average exercise price of all exercisable options/rights outstanding at 30 September 2013 was $17.53 (2011: $20.93). A total of 297,018 exercisable options/rights were outstanding at 30 September 2013 (2012: 1,629,751). Details of options/rights over unissued ANZ shares and their related weighted average exercise prices as at the beginning and end of 2012 and movements during 2012 are set out below: Weighted average exercise price Opening balance 1 October 2011 Options/rights granted Options/rights forfeited Options/rights expired Options/rights exercised Closing balance 30 September 2012 8,961,579 $12.44 1,926,534 $0.00 (192,972) $9.63 (474,499) $21.37 (4,279,351) $14.18 5,941,291 $6.53 No options/rights over ordinary shares have been granted since the end of 2013 up to the signing of the Directors’ Report on 8 November 2013. Details of shares issued as a result of the exercise of options/rights during 2013 are as follows: Exercise price $ No. of shares issued Proceeds received $ Exercise price $ No. of shares issued Proceeds received $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 46,061 3,968 186 5,861 12,820 144 404 38,462 174,762 3,701 1,102 11,277 67,967 3,841 1,625 2,799 17,037 30,850 80,146 2,929 22,039 18,547 13,989 11,524 713 57 788 3,295 – – – – – – – – – – – – – – – – – – – – – – – – – – – – 0.00 0.00 0.00 23.49 17.18 17.18 17.18 17.18 17.18 17.18 22.80 22.80 22.80 22.80 22.80 22.80 23.71 23.71 23.71 23.71 23.71 23.71 0.00 0.00 0.00 0.00 0.00 10,610 612 1,536 631,388 245,093 90,483 90,479 4,076 1,185 1,184 17,071 656 8,792 17,070 656 8,791 113,492 4,251 1,225 113,489 4,250 1,225 260,642 225,963 41,084 57,726 163,850 – – – 14,831,304 4,210,698 1,554,498 1,554,429 70,026 20,358 20,341 389,219 14,957 200,458 389,196 14,957 200,435 2,690,895 100,791 29,045 2,690,824 100,768 29,045 – – – – – NOTES TO THE FINANCIAL STATEMENTS 175 ANZ ANNUAL REPORT 2013 45: Employee Share and Option Plans (continued) Details of shares issued as a result of the exercise of options/rights during 2012 are as follows: Exercise price $ No. of shares issued Proceeds received $ Exercise price $ No. of shares issued Proceeds received $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3,486 13,491 19 59 63 249,166 3,945 1,224 17,474 78,287 20,677 8,576 3,259 1,860 2,916 10,741 65,994 3,658 8,329 3,149 – – – – – – – – – – – – – – – – – – – – 0.00 0.00 0.00 0.00 0.00 14.18 17.18 17.18 17.18 17.18 17.18 17.18 20.68 20.68 22.80 22.80 22.80 22.80 23.49 259,740 268,268 90,520 25,748 399 700,000 314,660 124,835 124,832 13,841 380 760 218,637 785,411 35,823 2,388 35,822 2,388 778,526 – – – – – 9,926,000 5,405,859 2,144,665 2,144,614 237,788 6,528 13,057 4,521,413 16,242,299 816,764 54,446 816,742 54,446 18,287,576 Details of shares issued as a result of the exercise of options/rights since the end of 2013 up to the signing of the Directors’ Report on 8 November 2013 are as follows: Exercise price $ No. of shares issued Proceeds received $ Exercise price $ No. of shares issued Proceeds received $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2,773 262 491 3,115 2,319 1,026 48 – – – – – – – 0.00 0.00 17.18 22.80 22.80 23.71 23.71 96 57 15,804 7,430 7,430 1,444 1,444 – – 271,513 169,404 169,404 34,237 34,237 176 Notes to the fiNaNcial statemeNts (continued) 45: Employee Share and Option Plans (continued) In determining the fair value below, the standard market techniques for valuation, including Monte Carlo and/or Black Scholes pricing models, were applied in accordance with the requirements of AASB 2 Share-based payments. The models take into account early exercise of vested equity, non-transferability and market based performance hurdles (if any). The significant assumptions used to measure the fair value of instruments granted during 2013 are contained in the table below: Type of equity STI deferred share rights LTI deferred share rights LTI performance rights Other deferred share rights Number of options/rights Exercise price ($) Equity fair value ($) Share closing price at grant ($) ANZ expected volatility1 (%) Equity term (years) vesting period (years) Expected life (years) Expected dividend yield (%) Risk free interest rate (%) 54,511 240,751 255,250 28,694 415,056 641,728 328,810 72,059 12,941 13,623 9,795 2,392 7,935 2,518 8,735 1,830 3,732 3,958 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 24.45 23.07 21.76 20.53 20.53 10.16 9.58 20.80 26.87 25.53 28.78 28.09 27.34 26.68 25.98 25.35 23.07 21.76 24.45 24.45 24.45 24.45 24.45 24.45 24.64 24.72 28.28 28.28 29.56 29.56 29.56 29.56 29.56 29.56 24.45 24.45 n/a 22.5 22.5 22.5 22.5 22.5 22.5 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 22.5 22.5 2.4 3 4 5 5 5 5 3 3 4 2.5 3 3.5 4 4.5 5 3 4 0.4 1 2 3 3 3 3 3 1 2 0.5 1 1.5 2 2.5 3 1 2 0.4 1 2 3 3 3 3 3 1 2 0.5 1 1.5 2 2.5 3 1 2 n/a 6.00 6.00 6.00 6.00 6.00 6.00 6.00 5.25 5.25 5.25 5.25 5.25 5.25 5.25 5.25 6.00 6.00 n/a 2.82 2.66 2.58 2.58 2.58 2.77 2.63 2.62 2.63 2.38 2.38 2.47 2.47 2.73 2.73 2.82 2.66 Grant date 12-Nov-12 12-Nov-12 12-Nov-12 12-Nov-12 12-Nov-12 12-Nov-12 19-Dec-12 6-Dec-12 27-Feb-13 27-Feb-13 20-Aug-13 20-Aug-13 20-Aug-13 20-Aug-13 20-Aug-13 20-Aug-13 12-Nov-12 12-Nov-12 The significant assumptions used to measure the fair value of instruments granted during 2012 are contained in the table below: Type of equity STI deferred share rights LTI deferred share rights LTI performance rights Deferred share rights Number of options/rights Exercise price ($) Equity fair value ($) Share closing price at grant ($) ANZ expected volatility1 (%) Equity term (years) vesting period (years) Expected life (years) Expected dividend yield (%) Risk free interest rate (%) 51,241 143,711 153,099 21,968 510,804 586,925 326,424 11,524 13,989 12,081 12,269 13,211 788 839 3,295 3,301 2,172 10,610 11,455 7,491 12,822 5,928 10,587 20.66 19.40 18.21 17.10 17.10 9.03 9.65 19.09 18.80 18.21 17.93 17.42 20.73 19.46 20.73 19.21 17.63 21.91 21.43 20.62 20.12 19.31 18.89 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 20.66 20.66 20.66 20.66 20.66 20.66 20.93 20.66 20.66 20.66 20.66 21.05 22.08 22.08 21.56 21.56 21.56 22.82 22.82 22.82 22.82 22.82 22.82 25 25 25 25 25 25 25 25 25 25 25 n/a n/a n/a 25 25 n/a 25 25 25 25 25 25 2.4 3 4 5 5 5 5 3.3 3.5 4 4.3 3 3 4 2.8 3.7 4.8 2.7 3 3.6 4 4.7 5 0.4 1 2 3 3 3 3 1.3 1.5 2 2.3 3 1 2 0.8 1.7 2.8 0.7 1 1.6 2 2.7 3 0.4 1 2 3 3 3 3 1.3 1.5 2 2.3 3 1 2 0.8 1.7 2.8 0.7 1 1.6 2 2.7 3 6.50 6.50 6.50 6.50 6.50 6.50 7.00 6.50 6.50 6.50 6.50 6.30 6.30 6.30 5.20 6.90 7.50 6.50 6.50 6.50 6.50 6.50 6.50 4.48 3.70 3.65 3.53 3.53 3.53 3.06 3.70 3.65 3.65 3.65 n/a n/a n/a 2.70 2.41 2.31 3.43 2.40 2.28 2.28 2.17 2.17 Grant date 14-Nov-11 14-Nov-11 14-Nov-11 14-Nov-11 14-Nov-11 14-Nov-11 16-Dec-11 14-Nov-11 14-Nov-11 14-Nov-11 14-Nov-11 5-Dec-11 27–Feb–12 27–Feb–12 8–Jun–12 8–Jun–12 8–Jun–12 23–Jul–12 23–Jul–12 23–Jul–12 23–Jul–12 23–Jul–12 23–Jul–12 1 Expected volatility represents a measure of the amount by which ANZ’s share price is expected to fluctuate over the life of the options/rights. The measure of volatility used in the model is the annualised standard deviation of the continuously compounded rates of return on the historical share price over a defined period of time preceding the date of grant. This historical average annualised volatility is then used to estimate a reasonable expected volatility over the expected life of the options/rights. NOTES TO THE FINANCIAL STATEMENTS 177 ANZ ANNUAL REPORT 2013 46: Key Management Personnel Disclosures SECTION A: KEY MANAGEMENT PERSONNEL COMPENSATION The Key Management Personnel (KMP) compensation included in the personnel disclosure expenses is as follows: Short-term benefits Post-employment benefits Long-term benefits Termination benefits Share-based payments Non- Executives $ 2,978,821 138,812 – – – 3,117,633 2013 Executives $ 18,762,491 478,022 147,506 127,038 11,407,910 Total $ 21,741,312 616,834 147,506 127,038 11,407,910 Non- Executives $ 2,742,072 119,704 – – – 2012 Executives $ 19,288,020 528,821 279,271 1,171,226 14,335,722 Total $ 22,030,092 648,525 279,271 1,171,226 14,335,722 30,922,967 34,040,600 2,861,776 35,603,060 38,464,836 SECTION B: KEY MANAGEMENT PERSONNEL LOAN TRANSACTIONS Loans made to directors of the Company and other KMP of the Group are made in the ordinary course of business on normal commercial terms and conditions no more favourable than those given to other employees or customers, including the term of the loan, security required and the interest rate. Details of loans outstanding at the reporting date to directors of the Company and other KMP of the Group including their related parties, where the individual’s aggregate loan balance exceeded $100,000 at any time during the year, are as follows: Directors Executive Director 2013 M Smith Executive Director 2012 M Smith Non–Executive Directors 2013 A Watkins Non–Executive Directors 2012 P Hay A Watkins Other key management personnel 2013 G Hodges A Thursby1 D Hisco S Elliott N Williams Other key management personnel 2012 G Hodges A Thursby C Page2 D Hisco S Elliott N Williams3 Opening balance 1 October $ Closing balance 30 September $ Interest paid and payable in the reporting period $ Highest balance in the reporting period $ 1,000,000 1,000,000 49,900 1,000,000 18,380,409 1,000,000 81,957 18,380,409 3,600,000 3,600,000 192,890 3,600,000 661,793 3,320,081 5,150,773 2,859,500 2,000,000 3,200,000 – 5,202,380 2,984,500 511,605 2,000,000 – 729,218 – 3,600,000 5,094,023 1,650,000 2,039,869 2,000,000 1,581,874 5,150,773 2,859,500 739,500 2,000,000 3,200,000 – 12,746 233,540 289,143 80,685 116,352 117,880 48,826 311,475 161,276 5,115 84,031 79,362 22,115 674,539 3,600,146 5,564,383 2,859,500 2,963,156 3,200,000 1,658,411 5,671,775 2,984,500 739,777 2,000,000 3,900,000 864,755 Details regarding the aggregate of loans made, guaranteed or secured by any entity in the Group to each group of Directors and other KMP, including their related parties, are as follows: Directors 2013 2012 Other key management personnel 2013 2012 Opening balance 1 October2 $ Closing balance 30 September $ 4,600,000 22,362,283 4,600,000 4,600,000 13,210,273 11,427,703 12,365,766 13,949,773 Interest paid and payable in the reporting period $ 242,790 328,243 652,866 663,374 Number in Group at 30 September4 2 3 5 6 1 The closing balance represents the balance on cessation as a KMP on 30 June 2013. 2 The closing balance represents the balance on cessation as a KMP on 16 December 2011. This amount is not included in the opening balance of all loans exceeding $100,000 as at 1 October 2012 of $13,210,273. 3 The opening balance represents the balance on appointment as a KMP on 17 December 2011. 4 Number in the Group includes directors and other KMP with loan balances greater than $100,000 at any time during the year. 178 Notes to the fiNaNcial statemeNts (continued) 46: Key Management Personnel Disclosures (continued) SECTION C: KEY MANAGEMENT PERSONNEL EqUITY INSTRUMENT HOLDINGS i) Options, deferred share rights and performance rights Details of options, deferred share rights and performance rights held directly, indirectly or beneficially by each KMP, including their related parties, are provided below: Name Type of options/rights Opening balance at 1 October Granted during the year as remuneration1 Exercised during the year Resulting from any other change during the year Closing balance at 30 September2 vested and exercisable at 30 September3 LTI performance rights 840,230 328,810 (260,642) Executive Director 2013 M Smith Executive Director 2012 M Smith Other Key Management Personnel 2013 P Chronican S Elliott Special options LTI performance rights LTI performance rights STI deferred options LTI performance rights – LTI performance rights STI deferred share rights LTI performance rights STI deferred share rights LTI performance rights LTI deferred share rights STI deferred options LTI performance rights A Géczy4 D Hisco G Hodges J Phillips N Williams A Thursby5 Other Key Management Personnel 2012 P Chronican S Elliott D Hisco G Hodges J Phillips6 N Williams7 A Thursby P Marriott8 C Page9 LTI performance rights STI deferred options LTI performance rights Hurdled options LTI performance rights STI deferred share rights Hurdled options LTI performance rights STI deferred share rights LTI performance rights – STI deferred options LTI performance rights Hurdled options STI deferred options LTI performance rights LTI performance rights 700,000 773,546 184,055 149,090 159,052 – 121,681 48,293 138,260 5,663 129,971 – 164,509 168,698 112,073 149,090 87,070 10,530 66,311 17,383 8,400 132,940 5,663 129,971 – 164,509 146,234 67,600 48,385 132,940 72,959 – 326,424 (700,000) (259,740) 63,976 – 118,110 – 49,212 35,720 49,212 – 49,212 29,225 – 118,110 71,982 – 71,982 – 55,370 39,390 – 55,370 – – – – 77,519 – – 55,370 – (57,726) (149,090) (41,084) – (32,867) (27,975) (41,084) (5,663) (36,976) – (164,509) (45,193) – – – (10,003) – (8,480) (5,400) (50,050) – – – – (55,055) (64,220) (48,385) (50,050) (38,038) – – – – – – – – – – – – – – (241,615) – – – (527) – – (3,000) – – – – – – (3,380) – (41,265) (10,671) 908,398 – 840,230 190,305 – 236,078 – 138,026 56,038 146,388 – 142,207 29,225 – – 184,055 149,090 159,052 – 121,681 48,293 – 138,260 5,663 129,971 – 164,509 168,698 – – 96,995 24,250 – – – – – – – – – – – – – – – – 79,852 – – – – – – 5,663 – – 164,509 – – – 38,310 24,250 1 Details of options/rights granted as remuneration during 2013 are provided in tables 4 and 5 of the 2013 Remuneration Report. Details of options/rights granted as remuneration during 2012 are provided in tables 4 and 5 of the 2012 Remuneration Report. 2 There was no change in the balance as at report sign-off date. 3 No options/rights were vested and unexerciseable as at 30 September 2013, or at cessation date for those who ceased being a KMP in 2013 (2012: nil). 4 Opening balance is based on holdings at the date of appointment as a KMP on 16 September 2013. 5 Closing balance is based on holdings at the date of cessation as a KMP on 30 June 2013. 6 Opening balance is based on holdings at the date of appointment as a KMP on 1 March 2012. 7 Opening balance is based on holdings at the date of appointment as a KMP on 17 December 2011. 8 Closing balance is based on holdings at the date of cessation as a KMP on 31 August 2012. 9 Closing balance is based on holdings at the date of cessation as a KMP on 16 December 2011. NOTES TO THE FINANCIAL STATEMENTS 179 ANZ ANNUAL REPORT 2013 46: Key Management Personnel Disclosures (continued) ii) Shares Details of shares held directly, indirectly or beneficially by each KMP, including their related parties, are provided below: Name Type Opening balance at 1 October Shares granted during the year as remuneration1 Received during the year on exercise of options or rights Resulting from any other change during the year2 Closing balance at 30 September3,4 Non-Executive Directors 2013 J Morschel G Clark P Dwyer P Hay H Lee G Liebelt5 I Macfarlane D Meiklejohn A Watkins Non-Executive Directors 2012 J Morschel G Clark P Dwyer6 P Hay7 H Lee I Macfarlane D Meiklejohn A Watkins Executive Director 2013 M Smith Executive Director 2012 M Smith Directors’ Share Plan Ordinary shares CPS2 Capital Notes Directors’ Share Plan Ordinary shares Ordinary shares Directors’ Share Plan Ordinary shares Directors’ Share Plan Ordinary shares Ordinary Shares CPS1 Capital Notes Ordinary shares CPS2 CPS3 Capital Notes Ordinary shares Ordinary Shares Capital Notes Directors’ Share Plan Ordinary shares CPS2 Directors’ Share Plan Ordinary shares Ordinary shares Directors’ Share Plan Ordinary shares Directors’ Share Plan Ordinary shares Ordinary shares CPS2 CPS3 Ordinary shares Directors’ Share Plan Ordinary shares Deferred shares Ordinary shares Deferred shares Ordinary shares 7,860 15,742 1,000 – 5,479 10,000 4,000 3,209 9,290 1,888 8,000 9,748 2,500 – 17,616 500 1,000 – 16,198 19,461 – 7,860 11,042 – 5,479 10,000 – 2,990 8,653 1,759 8,000 17,616 500 1,000 16,198 3,419 16,042 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 1,000 – 2,000 1,500 191 3,374 112 – – – 1,500 – – – 1,000 – 650 300 – 4,700 1,000 – – 4,000 219 637 129 – – – – – (3,419) 3,419 7,860 15,742 1,000 1,000 5,479 12,000 5,500 3,400 12,664 2,000 8,000 9,748 2,500 1,500 17,616 500 1,000 1,000 16,198 20,111 300 7,860 15,742 1,000 5,479 10,000 4,000 3,209 9,290 1,888 8,000 17,616 500 1,000 16,198 – 19,461 129,780 1,042,590 150,600 679,698 72,668 – 73,459 – – 260,642 (90,294) (2,184) 112,154 1,301,048 – 959,740 (94,279) (596,848) 129,780 1,042,590 1 Details of shares granted as remuneration during 2013 are provided in table 4 of the 2013 Remuneration Report. Details of shares granted as remuneration during 2012 are provided in table 4 of the 2012 Remuneration Report. 2 Shares resulting from any other change during the year include the net result of any shares purchased, sold or acquired under the Dividend Reinvestment Plan. 3 The following shares (included in the holdings above) were held on behalf of the KMP (i.e. indirect beneficially held shares) as at 30 September 2013 (and for former KMPs as at cessation date): J Morschel – 18,560 (2012: 17,560); G Clark – 17,479 (2012: 15,479); P Dwyer – 5,500 (2012: 4,000); P Hay – 15,752 (2012: 12,204); H Lee – 2,000 (2012: 1,888); G Liebelt – 13,748; I Macfarlane – 20,116 (2012: 19,116); D Meiklejohn – 13,698 (2012: 13,698); A Watkins – 20,411 (2012: 19,461); M Smith – 112,154 (2012: 129,780). 4 There was no change in the balance as at report sign-off date except for G Clark whose Director’s Share Plan balance at report sign-off date was nil and whose Ordinary shares balance at report sign-off date was 17,479 and P Dwyer whose ordinary shares balance at report sign-off date was 7,500. 5 Opening balance is based on holdings at the date of appointment as a KMP on 1 July 2013. 6 Opening balance is based on holdings at the date of appointment as a KMP on 1 April 2012. 7 Shareholdings for P Hay excludes 19,855 shares which are held indirectly where P Hay has no beneficial interest. 180 Notes to the fiNaNcial statemeNts (continued) 46: Key Management Personnel Disclosures (continued) ii) Shares (continued) Name Type Opening balance at 1 October Shares granted during the year as remuneration1 Received during the year on exercise of options or rights Resulting from any other change during the year2 Closing balance at 30 September3,4 Other Key Management Personnel 2013 P Chronican S Elliott A Géczy5 D Hisco G Hodges J Phillips N Williams A Thursby6 Other Key Management Personnel 2012 P Chronican S Elliott D Hisco G Hodges J Phillips7 N Williams8 A Thursby P Marriott9 C Page10 Deferred shares Ordinary shares CPS2 Deferred shares Ordinary shares – Deferred shares Ordinary shares Deferred shares Ordinary shares Deferred shares Ordinary shares Deferred shares Deferred shares Ordinary shares Deferred shares Ordinary shares CPS2 Deferred shares Ordinary shares Deferred shares Ordinary shares Deferred shares Ordinary shares Deferred shares Deferred shares Deferred shares Ordinary shares Deferred shares Ordinary shares CPS3 Deferred shares Ordinary shares CPS3 49,741 25,399 1,499 32,280 1,116 – 34,587 10,000 148,271 89,785 71,761 – 114,811 206,902 – 26,051 6,000 1,499 44,177 – 47,364 9,023 120,181 109,735 70,471 113,307 278,230 – 156,072 480,052 5,000 59,075 12,129 2,500 30,278 – – 40,371 – – – – 22,204 – 22,204 – 23,213 40,371 – 33,175 – – 19,146 – – – 23,696 – – – 33,175 – 29,383 – – 30,805 – – – 57,726 – – 190,174 – – 60,842 – 46,747 – 36,976 – – 209,702 – – – – – – 18,483 – 55,450 – – – 55,055 – 162,655 – – 38,038 – (30,367) 33,154 – (18,959) (189,844) – – (50,842) 5,142 – (59,797) (27,243) (54,211) (247,273) (209,702) (9,485) 19,399 – (31,043) 1,116 (12,777) (17,506) 4,394 (75,400) 1,290 1,504 (104,503) (55,055) (28,634) (253,529) – (25,235) (24,028) – 49,652 116,279 1,499 53,692 1,446 – 34,587 20,000 175,617 136,532 34,168 9,733 83,813 – – 49,741 25,399 1,499 32,280 1,116 34,587 10,000 148,271 89,785 71,761 114,811 206,902 – 156,821 389,178 5,000 64,645 26,139 2,500 1 Details of shares granted as remuneration during 2013 are provided in table 5 of the 2013 Remuneration Report. Details of shares granted as remuneration during 2012 are provided in table 5 of the 2012 Remuneration Report. 2 Shares resulting from any other change during the year include the net result of any shares purchased, forfeited, sold or acquired under the Dividend Reinvestment Plan. 3 The following shares (included in the holdings above) were held on behalf of the KMP (i.e. indirect beneficially held shares) as at 30 September 2013 (and for former KMPs as at cessation date): P Chronican – 49,652 (2012: 49,741); S Elliott – 53,692 (2012: 32,280); A Géczy – nil; D Hisco – 49,587 (2012: 39,587); G Hodges – 218,352 (2012: 191,006); J Phillips – 34,168 (2012: 71,761); N Williams – 83,813 (2012: 114,811); A Thursby – nil (2012: 206,902); P Marriott – (2012: 156,821); C Page – (2012: 64,645). 4 There was no change in the balance as at report sign-off date. 5 Opening balance is based on holdings at the date of appointment as a KMP on 16 September 2013. 6 Closing balance is based on holdings at the date of cessation on 30 June 2013. 7 Opening balance is based on holdings at the date of appointment as a KMP on 1 March 2012. 8 Opening balance is based on holdings at the date of appointment as a KMP on 17 December 2011. 9 Closing balance is based on holdings at 31 August 2012. 10 Closing balance is based on holdings as at the date of cessation as a KMP on 16 December 2011. Due to cessation, 11,452 LTI deferred shares granted to C Page on 12 November 2010 were forfeited and processed by Computershare on 20 December 2011. SECTION D : OTHER TRANSACTIONS Of KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES All other transactions of the directors of the Company and other KMP of the Group and their related parties are conducted on normal commercial terms and conditions no more favourable than those given to other employees or customers, and are deemed trivial or domestic in nature. NOTES TO THE FINANCIAL STATEMENTS 181 ANZ ANNUAL REPORT 2013 47: Transactions with Other Related Parties ASSOCIATES During the course of the financial year the Company and Group conducted transactions with associates on terms equivalent to those on an arm’s length basis as shown below: Amounts receivable from associates1 Amounts payable to associates Interest revenue1 Interest expense Dividend revenue Cost recovered from associates Consolidated The Company 2013 $000 96,627 78,265 992 1,870 113,874 1,548 2012 $000 126,944 70,918 2,035 1,844 74,804 1,930 2013 $000 95,654 2,661 869 – 45,828 356 2012 $000 122,984 3,105 1,704 – 20,110 328 1 Comparative information has been updated to reflect the inclusion of two additional loans to associates and the related interest revenue omitted from the prior year disclosures. There have been no guarantees given or received. No outstanding amounts have been written down or recorded as allowances, as they are considered fully collectible. SUBSIDIARIES During the course of the financial year subsidiaries conducted transactions with each other and associates on terms equivalent to those on an arm’s length basis. As of 30 September 2013, all outstanding amounts are considered fully collectible. 48: Life Insurance Business The Group conducts its life insurance business through OnePath Life Limited, OnePath Life (NZ) Limited and OnePath Insurance Services (NZ) Limited. This note is intended to provide disclosures in relation to the life businesses conducted through these controlled entities. CAPITAL ADEqUACY Of LIfE INSURER Australian life insurers are required to hold reserves in excess of policy liabilities to support capital requirements under the Life Act (LIA). The life insurance business in New Zealand is not governed by the Life Act as these are foreign domiciled life insurance companies. These companies are however required to meet similar capital tests. The summarised capital information below in respect of capital requirements under the Life Act has been extracted from the financial statements prepared by OnePath Life Limited. For detailed capital adequacy information on a statutory fund basis, users of this annual financial report should refer to the separate financial statements prepared by OnePath Life Limited. Capital Base Prescribed Capital Amount (PCA) Capital Adequacy Multiple (times) OnePath Life Limited 20121 $m 2013 $m 568 294 1.93 n/a n/a n/a 1 APRA reviewed its capital standards for life and general insurers, and introduced new prudential standards that came into effect on 1 January 2013. Equivalent figures for 2012 are not available. In 2012 OnePath Life Limited reported under the previous Solvency standards. At 30 September 2012 it reported assets available for solvency reserves of $652 million and a Solvency Reserve of $339 million for a Solvency Reserve coverage of 1.92 times. 182 Notes to the fiNaNcial statemeNts (continued) 48: Life Insurance Business (continued) LIfE INSURANCE BUSINESS PROfIT ANALYSIS Net shareholder profit after income tax Net shareholder profit after income tax is represented by: Emergence of planned profit margins Difference between actual and assumed experience (Loss recognition)/reversal of previous losses on groups of related products Investment earnings on retained profits and capital Changes in assumptions Net policyholder profit in statutory funds after income tax Net policyholder profit in statutory funds after income tax is represented by: Emergence of planned profits Investment earnings on retained profits INvESTMENTS RELATING TO INSURANCE BUSINESS Life insurance contracts Life investment contracts Consolidated 2013 $m 186 2012 $m 259 2013 $m 152 2012 $m 115 2013 $m 338 2012 $m 374 181 (51) 1 55 – 15 13 2 178 (29) 1 88 21 18 10 8 109 9 – 34 – – – – 77 30 – 8 – – – – 290 (42) 1 89 – 15 13 2 255 1 1 96 21 18 10 8 Equity securities Debt securities Investments in managed investment schemes Derivative financial assets Other investments Total investments backing policy liabilities designated at fair value through profit or loss1 Consolidated 2013 $m 10,901 8,870 11,378 9 925 32,083 2012 $m 9,383 9,226 9,195 28 2,063 29,895 1 This includes $3,511 million (2012: $3,949 million) in respect of investments relating to external unitholders. In addition, the investment balance has been reduced by $3,982 million (2012: $4,203 million) in respect of the elimination of intercompany balances, Treasury Shares and the re-allocation of policyholder tax balances. Investments held in statutory funds can only be used to meet the liabilities and expenses of that fund, or to make profit distributions when solvency and capital adequacy requirements of the LIA and Insurance (Prudential Supervision) Act 2010 are met. Accordingly, with the exception of permitted profit distributions, the investments held in the statutory funds are not available for use by other parties of the Group. INSURANCE POLICY LIABILITIES a) Policy liabilities Life insurance contract liabilities Best estimate liabilities Value of future policy benefits Value of future expenses Value of future premium Value of declared bonuses Value of future profits Policyholder bonus Shareholder profit margin Business valued by non-projection method Total net life insurance contract liabilities Unvested policyholder benefits Liabilities ceded under reinsurance contracts1 (refer note 20) Total life insurance contract liabilities Life investment contract liabilities2,3 Total policy liabilities Consolidated 2013 $m 2012 $m 6,312 1,809 (9,426) 13 6,651 1,891 (10,021) 15 31 1,379 5 123 43 519 685 21 1,663 3 223 42 509 774 31,703 32,388 28,763 29,537 1 Liabilities ceded under insurance contracts are shown as ‘other assets’. 2 Designated at fair value through profit or loss. 3 Life investment contract liabilities that relate to the capital guaranteed element is $1,671 million (2012: $1,803 million). Life investment contract liabilities subject to investment performance guarantees is $1,064 million (2012: $1,108 million). NOTES TO THE FINANCIAL STATEMENTS 183 ANZ ANNUAL REPORT 2013 48: Life Insurance Business (continued) b) Reconciliation of movements in policy liabilities Life investment contracts 2013 $m 2012 $m Life insurance contracts 2013 $m 2012 $m Consolidated 2013 $m 2012 $m Policy liabilities Gross liability brought forward Movements in policy liabilities reflected in the income statement Deposit premium recognised as a change in life investment contract liabilities Fees recognised as a change in life investment contract liabilities Withdrawal recognised as a change in other life investment contract liabilities Gross policy liabilities closing balance Liabilities ceded under reinsurance1 Balance brought forward Increase in reinsurance assets Closing balance 28,763 3,758 3,947 (457) (4,308) 31,703 26,619 2,559 3,920 (435) (3,900) 28,763 – – – – – – Total policy liabilities net of reinsurance asset 31,703 28,763 774 (89) – – – 685 509 10 519 166 884 (110) – – – 774 427 82 509 265 29,537 3,669 3,947 (457) (4,308) 32,388 509 10 519 27,503 2,449 3,920 (435) (3,900) 29,537 427 82 509 31,869 29,028 Critical assumptions The valuation of the policy liabilities is dependant on a number of variables including interest rate, equity prices, future expenses, mortality, morbidity and inflation. The critical estimates and judgements used in determining the policy liabilities is set out in note 2 (vi) on page 90. Sensitivity analysis – life insurance contracts The Group conducts sensitivity analysis to quantify the exposure of the life insurance contracts to risk of changes in the key underlying variables such as interest rate, equity prices, mortality, morbidity and inflation. The valuations included in the reported results and the Group’s best estimate of future performance is calculated using certain assumptions about these variables. The movement in any key variable will impact the performance and net assets of the Group and as such represents a risk. The table below illustrates how changes in key assumptions would impact the reported profit, policy liabilities and equity at 30 September 2013. 1 Liabilities ceded under insurance contracts are shown as ‘other assets’. c) Sensitivity analysis – Life investment contract liabilities Market risk arises on the Group’s life insurance business in respect of life investment contracts where an element of the liability to the policyholder is guaranteed by the Group. The value of the guarantee is impacted by changes in underlying asset values and interest rates. As at September 2013, a 10% decline in equity markets would have decreased profit by $7 million (2012: $20 million) and a 10% increase would have increased profit by $nil (2012: $3 million). A 1% increase in interest rates at 30 September would have decreased profit by $1 million (2012: $14 million) and 1% decrease would have increased profit by $nil (2012: $3 million). METHODS AND ASSUMPTIONS LIfE INSURANCE CONTRACTS Significant actuarial methods The effective date of the actuarial report on policy liabilities (which includes insurance contract liabilities and life investment contract liabilities) and solvency requirements is 30 September 2013. In Australia, the actuarial report was prepared by Mr Nick Kulikov, FIAA, Appointed Actuary. The actuarial reports indicate Mr Kulikov is satisfied as to the accuracy of the data upon which policy liabilities have been determined. The amount of policy liabilities has been determined in accordance with methods and assumptions disclosed in this financial report and the requirements of the LIA, which includes applicable standards of the APRA. Policy liabilities have been calculated in accordance with Prudential Standard LPS 1.04 Valuation of Policy Liabilities issued by the APRA in accordance with the requirements of the LIA. For life insurance contracts the Standard requires the policy liabilities to be calculated in a way which allows for the systematic release of planned margins as services are provided to policyholders. The profit carriers used to achieve the systematic release of planned margins are based on the product groups. In New Zealand, the actuarial report was prepared by Mr Michael Bartram FIAA FNZSA, a fellow of the Institute of Actuaries of Australia and a fellow of the New Zealand Society of Actuaries. The amount of policy liabilities has been determined in accordance with Professional Standard 3: Determination of Life Insurance Policy Liabilities of the New Zealand Society of Actuaries. The actuarial reports indicate that Mr Bartram is satisfied as to the accuracy of the data upon which policy liabilities have been determined. 184 Notes to the fiNaNcial statemeNts (continued) 48: Life Insurance Business (continued) variable Impact of movement in underlying variable Market interest rates A change in market interest rates affects the value placed on future cash flows. This changes profit and shareholder equity. Expense risk Mortality risk Morbidity risk Discontinuance risk An increase in the level or inflationary growth of expenses over assumed levels will decrease profit and shareholder equity. Greater mortality rates would lead to higher levels of claims occurring, increasing associated claims cost and therefore reducing profit and shareholder equity. The cost of health-related claims depends on both the incidence of policyholders becoming ill and the duration which they remain ill. Higher than expected incidence and duration would increase claim costs, reducing profit and shareholder equity. An increase in discontinuance rates at earlier durations has a negative effect as it affects the ability to recover acquisition expenses and commissions. Change in variable % change -1% +1% -10% +10% -10% +10% -10% +10% -10% +10% Profit/(loss) net of reinsurance Insurance contract liabilities net of reinsurance $m 26 (21) – – (16) (61) – (3) – (15) $m (35) 28 – – 22 87 – 4 – 15 Equity $m 26 (21) – – (16) (61) – (3) – (15) LIfE INSURANCE RISK Insurance risk is the risk of loss due to unexpected changes in current and future insurance claim rates. In life insurance business, insurance risk arises primarily through mortality (death) and morbidity (illness) and injury and longevity risks. Insurance risk exposure arises in insurance business as the risk that claims payments are greater than expected. In the life insurance business this arises primarily through mortality (death) or morbidity (illness or injury) risks being greater than expected. Insurance risks are controlled through the use of underwriting procedures and reinsurance arrangements. Controls are also maintained over claims management practices to assist in the correct and timely payment of insurance claims. Regular monitoring of experience is conducted at a sufficiently detailed level in order to identify any deviation from expected claim levels. Financial risks relating to the Group’s insurance business are generally monitored and controlled by selecting appropriate assets to back insurance and life investment contract liabilities. Wherever possible within regulatory constraints, the Group segregates policyholders funds from shareholders funds and sets investment mandates that are appropriate for each. The assets are regularly monitored by the Global Wealth Investment Risk Management Committee to ensure that there are no material asset and liability mismatching issues and other risks such as liquidity risk and credit risk are maintained within acceptable limits. All financial assets within the life insurance statutory funds directly support either the Group’s life insurance contracts or life investment contracts. Market risk arises for the Group on contracts where the liabilities to policyholders are guaranteed. The Group manages this risk by the monthly monitoring and rebalancing of assets to policy liabilities. However, for some contracts the ability to match asset characteristics with policy obligations is constrained by a number of factors including regulatory constraints, the lack of suitable investments as well as by the nature of the policy liabilities themselves. A market risk also arises from those life investment contracts where the benefits paid are directly impacted by the value of the underlying assets. The Group is exposed to the risk of future decreased asset management fees as a result of a decline in assets under management and operational risk associated with the possible failure to administer life investment contracts in accordance with the product terms and conditions. Risk strategy In compliance with contractual and regulatory requirements, a strategy is in place to monitor that the risks underwritten satisfy policyholders’ risk and reward objectives whilst not adversely affecting the Group’s ability to pay benefits and claims when due. The strategy involves the identification of risks by type, impact and likelihood, the implementation of processes and controls to mitigate the risks, and continuous monitoring and improvement of the procedures in place to minimise the chance of an adverse compliance or operational risk event occurring. Included in this strategy are the processes and controls over underwriting, claims management and product pricing. Capital management is also a key aspect of the Group’s risk management strategy. Allocation of capital The Group’s insurance businesses are subject to regulatory capital requirements which prescribe the amount of capital to be held depending on the contract liability. Solvency margin requirements established by APRA are in place to reinforce safeguards for policyholders’ interest, which are primarily the ability to meet future claims payments in respect of existing policies. Methods to limit or transfer insurance risk exposures Reinsurance – Reinsurance treaties are analysed using a number of analytical modelling tools to assess the impact on the Group’s exposure to risk with the objective of achieving the desired choice of type of reinsurance and retention levels. Underwriting procedures – Strategic underwriting decisions are put into effect using the underwriting procedures detailed in the Group’s underwriting manual. Such procedures include limits to delegated authorities and signing powers. Claims management – Strict claims management procedures are in place to assist in the timely and correct payment of claims in accordance with policy conditions. NOTES TO THE FINANCIAL STATEMENTS 185 ANZ ANNUAL REPORT 2013 49: Exchange Rates The exchange rates used in the translation of the results and the assets and liabilities of major overseas branches and controlled entities are: Chinese Yuan Euro Great British Pound Indian Rupee Indonesian Rupiah Malaysian Ringgit New Zealand Dollar Papua New Guinea Kina United States Dollar 50: Events Since the End of the Financial Year There have been no material events since the end of the financial year. 2013 2012 Closing Average Closing Average 5.6976 0.6896 0.5760 58.5306 10,860.1 3.0334 1.1237 2.2385 0.9312 6.1395 0.7565 0.6360 56.1479 9,861.4 3.0925 1.2132 2.1472 0.9929 6.5848 0.8092 0.6437 55.1714 10,022.6 3.2077 1.2529 2.1773 1.0462 6.5150 0.7914 0.6522 53.9494 9,476.4 3.1998 1.2883 2.1657 1.0278 186 Notes to the fiNaNcial statemeNts (continued) ANZ ANNUAL REPORT 2013 DIRECTORS’ DECLARATION AND RESPONSIbILIT y STATEMENT Directors’ Declaration The Directors of Australia and New Zealand Banking Group Limited declare that: a) in the Directors’ opinion, the financial statements and notes of the Company and the consolidated entity are in accordance with the Corporations Act 2001, including: i) section 296, that they comply with the Australian Accounting Standards and any further requirements of the Corporations Regulations 2001; and ii) section 297, that they give a true and fair view of the financial position of the Company and of the consolidated entity as at 30 September 2013 and of their performance for the year ended on that date;  b) the notes to the financial statements of the Company and the consolidated entity include a statement that the financial statements and notes of the Company and the consolidated entity comply with International Financial Reporting Standards;  c) the Directors have been given the declarations required by section 295A of the Corporations Act 2001; d) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and e) the Company and certain of its wholly owned controlled entities (listed in note 43) have executed a Deed of Cross Guarantee enabling them to take advantage of the accounting and audit relief offered by class order 98/1418 (as amended), issued by the Australian Securities and Investments Commission. The nature of the Deed of Cross Guarantee is to guarantee to each creditor payment in full of any debt in accordance with the terms of the Deed of Cross Guarantee. At the date of this declaration, there are reasonable grounds to believe that the Company and its controlled entities which executed the Deed of Cross Guarantee are able, as an economic entity, to meet any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of Cross Guarantee. Signed in accordance with a resolution of the Directors. John Morschel Chairman 8 November 2013 Michael R P Smith Director Responsibility statement of the Directors in accordance with the Disclosure and Transparency Rule 4.1.12 (3)(b) of the United Kingdom financial Conduct Authority The Directors of Australia and New Zealand Banking Group Limited confirm to the best of their knowledge that: The Group’s Annual Report includes: i) a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole; together with ii) a description of the principal risks and uncertainties faced by the Group. Signed in accordance with a resolution of the Directors. John Morschel Chairman 8 November 2013 Michael R P Smith Director DIRECTORS’ DECLARATION 187 ANZ ANNUAL REPORT 2013 INDEPENDENT AUDITOR’S REPORT TO THE MEMbERS OF AUSTRALIA AND NEW ZEALAND bANkINg gROUP LIMITED REPORT ON THE fINANCIAL REPORT INDEPENDENCE We have audited the accompanying financial report of Australia and New Zealand Banking Group Limited (the Company), which comprises the balance sheets as at 30 September 2013, and income statements, statements of comprehensive income, statements of changes in equity and statements of cash flow for the year ended on that date, notes 1 to 50 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Company and the Group comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year. DIRECTORS’ RESPONSIBILITY fOR THE fINANCIAL REPORT The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 1(A)(i), the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. AUDITOR’S RESPONSIBILITY Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Company’s and the Group’s financial position and of their performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 188 In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. AUDITOR’S OPINION In our opinion: (a) the financial report of Australia and New Zealand Banking Group Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Company’s and the Group’s financial position as at 30 September 2013 and of their performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1(A)(i). REPORT ON THE REMUNERATION REPORT We have audited the remuneration report included in pages 28 to 50 of the directors’ report for the year ended 30 September 2013. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards AUDITOR’S OPINION In our opinion, the remuneration report of Australia and New Zealand Banking Group Limited for the year ended 30 September 2013, complies with Section 300A of the Corporations Act 2001. KPMG Melbourne 8 November 2013 Andrew Yates Partner KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. ANZ ANNUAL REPORT 2013 SECTION 3 Five Year Summary Principle Risks and Uncertainties Supplementary Information Shareholder Information Glossary of Financial Terms Alphabetical Index 190 191 200 210 217 220 SECTION 3 189 ANZ ANNUAL REPORT 2013 FIvE yEAR SUMMARy financial performance1 Net interest income2 Other operating income2 Operating expenses Profit before credit impairment and income tax Provision for credit impairment Income tax expense Non-controlling interests Cash/underlying profit1 Adjustments to arrive at statutory profit1 Profit attributable to shareholders of the Company financial position Assets2,3 Net assets Common Equity Tier 14 Common Equity Tier 1 – Internationally Harmonised Basel 35 Return on average ordinary equity6 Return on average assets2,3 Cost to income ratio (cash/underlying)1 Shareholder value – ordinary shares Total return to shareholders (share price movement plus dividends) Market capitalisation Dividend Franked portion – interim – final Share price – high – low – closing Share information (per fully paid ordinary share) Earnings per share Dividend payout ratio Net tangible assets per ordinary share7 No. of fully paid ordinary shares issued (millions) Dividend Reinvestment Plan (DRP) issue price – interim – final Other information Points of representation8 No. of employees (full time equivalents) No. of shareholders9 2013 $m 2012 $m 2011 $m 2010 $m 12,772 5,606 (8,236) 10,142 (1,197) (2,437) (10) 6,498 (226) 6,272 702,991 45,615 8.5% 10.8% 14.9% 0.9% 44.8% 31.5% 84,450 164 cents 100% 100% $32.09 $23.42 $30.78 231.3c 71.8% $13.48 2,743.7 $28.96 – 1,274 47,512 468,343 12,110 5,738 (8,519) 9,329 (1,258) (2,235) (6) 5,830 (169) 5,661 642,127 41,220 8.0% 10.0% 14.6% 0.9% 47.7% 35.4% 67,255 145 cents 100% 100% $25.12 $18.60 $24.75 213.4c 69.4% $12.22 2,717.4 $20.44 $23.64 1,337 48,239 438,958 11,500 5,385 (8,023) 8,862 (1,220) (2,167) (8) 5,467 (112) 5,355 604,213 37,954 8.5% n/a 15.3% 0.9% 47.5% -12.6% 51,319 140 cents 100% 100% $25.96 $17.63 $19.52 208.2c 68.6% $11.44 2,629.0 $21.69 $19.09 1,381 50,297 442,943 10,862 4,920 (6,971) 8,811 (1,820) (1,960) (6) 5,025 (524) 4,501 531,703 34,155 8.0% n/a 13.9% 0.9% 44.2% 1.9% 60,614 126 cents 100% 100% $26.23 $19.95 $23.68 178.9c 71.6% $10.38 2,559.7 $21.32 $22.60 1,394 47,099 411,692 2009 $m 9,890 4,477 (6,068) 8,299 (3,056) (1,469) (2) 3,772 (829) 2,943 476,987 32,429 9.0% n/a 10.3% 0.6% 42.2% 40.3% 61,085 102 cents 100% 100% $24.99 $11.83 $24.39 131.0c 82.3% $11.02 2,504.5 $15.16 $21.75 1,352 37,687 396,181 1 Since 1 October 2012, the Group has used Cash Profit as a measure of the result of the ongoing business activities of the Group enabling shareholders to assess Group and divisional performance against prior periods and against peer institutions. For 2013 and 2012 statutory profit has been adjusted for non-core items to arrive at Cash Profit. For 2009 – 2011 statutory profit has been adjusted for non-core items to arrive at Underlying Profit, which like Cash Profit, is a measure of the ongoing business performance of the Group but used somewhat different criteria for the adjusting items. Neither Cash Profit nor Underlying Profit are audited; however, the external auditor has informed the Audit Committee that the adjustments have been determined on a consistent basis across each period presented. 2 The reporting treatment of derivative related collateral posted/received and the associated interest income/expense changed in 2012 and 2011 comparatives were restated. The 2009 and 2010 comparative information has not been restated. 3 The 2010 year onwards includes assets resulting from the acquisition of ANZ Wealth Australia, OnePath NZ, Landmark Financial Services and certain assets from the Royal Bank of Scotland. 4 Calculated in accordance with APRA Basel 3 requirements for 2013 and 2012. Comparatives for 2009 – 2011 are calculated on an APRA Basel 2 basis. 5 ANZs interpretation of the regulations documented in the Basel Committee publications: ‘Basel III: A global regulatory framework for more resilient banks and banking systems’ (June 2011) and ‘International Convergence of Capital Measurement and Capital Standards’ (June 2006). 6 Average ordinary equity excludes non-controlling interests and preference shares. 7 Equals shareholders’ equity less preference share capital, goodwill, software and other intangible assets divided by the number of ordinary shares. 8 Includes branches, offices, representative offices and agencies. 9 Excludes employees whose only ANZ shares are held in trust under ANZ employee share schemes. 190 PRINCIPAL RISkS AND UNCERTAINTIES ANZ ANNUAL REPORT 2013 1. Introduction The Group’s activities are subject to risks that can adversely impact its business, operations and financial condition. The risks and uncertainties described below are not the only ones that the Group may face. Additional risks and uncertainties that the Group is unaware of, or that the Group currently deems to be immaterial, may also become important factors that affect it. If any of the listed or unlisted risks actually occur, the Group’s business, operations, financial condition, or reputation could be materially and adversely affected, with the result that the trading price of the Group’s equity or debt securities could decline, and investors could lose all or part of their investment. 2. Changes in general business and economic conditions, including disruption in regional or global credit and capital markets, may adversely affect the Group’s business, operations and financial condition The Group’s financial performance is primarily influenced by the economic conditions and the level of business activity in the major countries and regions in which it operates or trades, i.e. Australia, New Zealand, the Asia Pacific region, Europe and the United States of America. The Group’s business, operations, and financial condition can be negatively affected by changes to these economic and business conditions. The economic and business conditions that prevail in the Group’s major operating and trading markets are affected by domestic and international economic events, political events and natural disasters, and by movements and events that occur in global financial markets. The global financial crisis saw a sudden and prolonged dislocation in credit and equity capital markets, a contraction in global economic activity and the creation of many challenges for financial services institutions worldwide to some extent in many regions. Sovereign risk and its potential impact on financial institutions in Europe and globally subsequently emerged as a significant risk to the growth prospects of the various regional economies and the global economy. The impact of the global financial crisis and its aftermath (such as heightened sovereign risk) continue to affect regional and global economic activity, confidence and capital markets. Prudential authorities have implemented increased regulation to mitigate the risk of such events recurring, although there can be no assurance that such regulations will be effective. The economic effects of the global financial crisis and the European sovereign debt crisis have been widespread and far-reaching with unfavourable ongoing impacts on retail spending, personal and business credit growth, housing credit, and business and consumer confidence. While some of these economic factors have since improved, lasting impacts from the global financial crisis and subsequent volatility in financial markets and the European sovereign debt crisis suggest ongoing vulnerability and potential adjustment of consumer and business behaviour. A sovereign debt crisis could have serious implications for the European Union and the Euro which, depending on the circumstances in which it takes place and the countries and currencies affected, could adversely impact the Group’s business operations and financial condition. Likewise, if one or more European countries re-introduce national currencies, and the Euro de-stabilises, the Group’s business operations could be disrupted by currency fluctuations and difficulties in hedging against such fluctuations. The New Zealand economy is also vulnerable to more volatile markets and deteriorating funding conditions. Economic conditions in Australia, New Zealand, and some Asia Pacific countries remain difficult for many businesses. Should the difficult economic conditions described above persist or worsen, asset values in the housing, commercial or rural property markets could decline, unemployment could rise and corporate and personal incomes could suffer. Also, deterioration in global markets, including equity, property, currency and other asset markets, could impact the Group’s customers and the security the Group holds against loans and other credit exposures, which may impact its ability to recover some loans and other credit exposures. All or any of the negative economic and business impacts described above could cause a reduction in demand for the Group’s products and services and/or an increase in loan and other credit defaults and bad debts, which could adversely affect the Group’s business, operations, and financial condition. The Group’s financial performance could also be adversely affected if it were unable to adapt cost structures, products, pricing or activities in response to a drop in demand or lower than expected revenues. Similarly, higher than expected costs (including credit and funding costs) could be incurred because of adverse changes in the economy, general business conditions or the operating environment in the countries in which it operates. Other economic and financial factors or events which may adversely affect the Group’s performance and results, include, but are not limited to, the level of and volatility in foreign exchange rates and interest rates, changes in inflation and money supply, fluctuations in both debt and equity capital markets, declining commodity prices due to, for example, reduced demand in Asia, especially North Asia/China, and decreasing consumer and business confidence. Geopolitical instability, such as threats of, potential for, or actual conflict, occurring around the world, such as the ongoing unrest and conflicts in North Korea, Syria, Egypt, Afghanistan and elsewhere, may also adversely affect global financial markets, general economic and business conditions and the Group’s ability to continue operating or trading in a country, which in turn may adversely affect the Group’s business, operations, and financial condition. Natural disasters such as (but not restricted to) cyclones, floods and earthquakes, and the economic and financial market implications of such disasters on domestic and global conditions can adversely impact the Group’s ability to continue operating or trading in the country or countries directly or indirectly affected, which in turn may adversely affect the Group’s business, operations and financial condition. For more specific risks in relation to earthquakes and the Christchurch earthquakes, refer to the risk factor entitled “The Group may be exposed to the impact of future climate change, geological events, plant and animal diseases, and other extrinsic events which may adversely affect its business, operations and financial condition”. PRINCIPAL RISkS AND UNCERTAINTIES 191 PRINCIPAL RISkS AND UNCERTAINTIES (continued) for deposits and mortgages customers, empowerment of the ACCC to investigate and prosecute anti-competitive price signalling, changes in the way fees and interest are charged on credit cards and reforms which allow Australian banks, credit unions and building societies to issue covered bonds. While many of these reforms have been implemented since 2011, and have the potential to change the competitive position of all banks in Australia, the Group has adapted to these reforms and has maintained its competitive position. Nevertheless any regulatory or behavioural change that occurs in response to these reforms could have the effect of limiting or reducing the Group’s revenue earned from its banking products or operations. These regulatory changes could also result in higher operating costs. A reduction or limitation in revenue or an increase in operating costs could adversely affect the Group’s profitability. The effect of competitive market conditions, especially in the Group’s main markets and products, may lead to erosion in the Group’s market share or margins, and adversely affect the Group’s business, operations, and financial condition. 5. Changes in monetary policies may adversely affect the Group’s business, operations and financial condition Central monetary authorities (including the Reserve Bank of Australia (RBA) and the Reserve Bank of New Zealand (RBNZ), the United States Federal Reserve and the monetary authorities in the Asian jurisdictions in which ANZ carries out business) set official interest rates or take other measures to affect the demand for money and credit in their relevant jurisdictions. Also, in some Asian jurisdictions currency policy is used to influence general business conditions and the demand for money and credit. These policies can significantly affect the Group’s cost of funds for lending and investing and the return that the Group will earn on those loans and investments. Both these factors impact the Group’s net interest margin and can affect the value of financial instruments it holds, such as debt securities and hedging instruments. The policies of the central monetary authorities can also affect the Group’s borrowers, potentially increasing the risk that they may fail to repay loans. Changes in such policies are difficult to predict. 6. Sovereign risk may destabilise global financial markets adversely affecting all participants, including the Group Sovereign risk, or the risk that foreign governments will default on their debt obligations, increase borrowings as and when required or be unable to refinance their debts as they fall due or nationalise participants in their economy, has emerged as a risk to many economies. This risk is particularly relevant to a number of European countries though it is not limited to these places and includes the United States. Should one sovereign default, there could be a cascading effect to other markets and countries, the consequences of which, while difficult to predict, may be similar to or worse than those currently being experienced or which were experienced during the global financial crisis. Such an event could destabilise global financial markets adversely affecting all participants, including the Group. 3. Changes in exchange rates may adversely affect the Group’s business, operations and financial condition The previous appreciation in and continuing high level of the value of the Australian and New Zealand dollars relative to other currencies has adversely affected, and could continue to have an adverse effect on, certain portions of the Australian and New Zealand economies, including some agricultural exports, tourism, manufacturing, retailing subject to internet competition, and import-competing producers. The relationship between exchange rates and commodity prices is volatile. Since April 2013, the Australian dollar has depreciated against the US dollar and New Zealand dollar. A depreciation in the Australian or New Zealand dollars relative to other currencies would increase the debt service obligations in Australia or New Zealand dollar terms of unhedged exposures. Appreciation of the Australian dollar against the New Zealand dollar, United States dollar and other currencies has a potential negative earnings translation effect on non-hedged exposures, and future appreciation could have a greater negative impact on the Group’s results from its other non-Australian businesses, particularly its New Zealand and Asian businesses, which are largely based on non-Australian dollar revenues. The Group has put in place hedges to partially mitigate the impact of currency changes, but notwithstanding this there can be no assurance that the Group’s hedges will be sufficient or effective, and any further appreciation could have an adverse impact upon the Group’s earnings. 4. Competition may adversely affect the Group’s business, operations and financial condition, especially in Australia, New Zealand and the Asian markets in which it operates The markets in which the Group operates are highly competitive and could become even more so, particularly in those countries that are considered to provide higher growth prospects (such as those in the Asian region) and segments that are in the greatest demand (for example, customer deposits in Australia and New Zealand). Factors that contribute to competition risk include industry regulation, mergers and acquisitions, changes in customers’ needs and preferences, entry of new participants, development of new distribution and service methods, increased diversification of products by competitors, and regulatory changes in the rules governing the operations of banks and non-bank competitors. For example, changes in the financial services sector in Australia and New Zealand have made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic payments systems, mortgages, and credit cards. In addition, it is possible that existing companies from outside of the traditional financial services sector may seek to obtain banking licences to directly compete with the Group by offering products and services provided by banks. In addition, banks organised in jurisdictions outside Australia and New Zealand are subject to different levels of regulation and consequently some may have lower cost structures. Increasing competition for customers could also potentially lead to a compression in the Group’s net interest margins, or increased advertising and related expenses to attract and retain customers. Additionally, the Australian Government announced in late 2010 a set of measures with the stated purpose of promoting a competitive and sustainable banking system in Australia. The reforms consisted of a variety of actions, including but not limited to, a ban on exit fees for new home loans, implementation of easier switching processes 192 7. The Group is exposed to liquidity and funding risk, which may adversely affect its business, operations and financial condition 9. The Group may experience challenges in managing its capital base, which could give rise to greater volatility in capital ratios The Group’s capital base is critical to the management of its businesses and access to funding. The Group is required by regulators including, but not limited to, APRA, RBNZ, the United Kingdom Prudential Regulation Authority and Financial Conduct Authority, United States regulators and regulators in various Asia Pacific jurisdictions (such as the Hong Kong Monetary Authority, and the Monetary Authority of Singapore) where the Group has operations, to maintain adequate regulatory capital. Under current regulatory requirements, risk-weighted assets and expected loan losses increase as a counterparty’s risk grade worsens. These additional regulatory capital requirements compound any reduction in capital resulting from lower profits in times of stress. As a result, greater volatility in capital ratios may arise and may require the Group to raise additional capital. There can be no certainty that any additional capital required would be available or could be raised on reasonable terms. The Group’s capital ratios may be affected by a number of factors, such as lower earnings (including lower dividends from its deconsolidated subsidiaries including its insurance and funds management businesses and associates), increased asset growth, changes in the value of the Australian dollar against other currencies in which the Group operates (particularly the New Zealand dollar and United States dollar) that impacts risk weighted assets or the foreign currency translation reserve and changes in business strategy (including acquisitions and investments or an increase in capital intensive businesses). APRA’s new Prudential Standards implementing Basel 3 are now in effect, and other regulators in jurisdictions where ANZ operates have either implemented or are in the process of implementing regulations, including Basel 3, which seek to strengthen, among other things, the liquidity and capital requirements of banks, funds management entities, and insurance entities, though there can be no assurance that these regulations will have their intended effect. These regulations, together with any risks arising from any regulatory changes, are described below in the risk factor entitled “Regulatory changes or a failure to comply with regulatory standards, law or policies may adversely affect the Group’s business, operations or financial condition”. Liquidity risk is the risk that the Group is unable to meet its payment obligations as they fall due, including repaying depositors or maturing wholesale debt, or that the Group has insufficient capacity to fund increases in assets. Liquidity risk is inherent in all banking operations due to the timing mismatch between cash inflows and cash outflows. Reduced liquidity could lead to an increase in the cost of the Group’s borrowings and possibly constrain the volume of new lending, which could adversely affect the Group’s profitability. A significant deterioration in investor confidence in the Group could materially impact the Group’s cost of borrowing, and the Group’s ongoing operations and funding. The Group raises funding from a variety of sources including customer deposits and wholesale funding in Australia and offshore markets to meet its funding obligations and to maintain or grow its business generally. In times of systemic liquidity stress, in the event of damage to market confidence in the Group or in the event that funding inside or outside of Australia is not available or constrained, the Group’s ability to access sources of funding and liquidity may be constrained and it will be exposed to liquidity risk. In any such cases, ANZ may be forced to seek alternative funding. The availability of such alternative funding, and the terms on which it may be available, will depend on a variety of factors, including prevailing market conditions and ANZ’s credit ratings. Even if available, the cost of these alternatives may be more expensive or on unfavourable terms. Since the advent of the global financial crisis, developments in the United States mortgage industry and in the United States and European markets more generally, including recent European and United States sovereign debt concerns, have adversely affected the liquidity in global capital markets and increased funding costs. Future deterioration in market conditions may limit the Group’s ability to replace maturing liabilities and access funding in a timely and cost- effective manner necessary to fund and grow its business. 8. The Group is exposed to the risk that its credit ratings could change, which could adversely affect its ability to raise capital and wholesale funding ANZ’s credit ratings have a significant impact on both its access to, and cost of, capital and wholesale funding. Credit ratings are not a recommendation by the relevant rating agency to invest in securities offered by ANZ. Credit ratings may be withdrawn, subject to qualifiers, revised or suspended by the relevant credit rating agency at any time and the methodologies by which they are determined may be revised. A downgrade or potential downgrade to ANZ’s credit rating may reduce access to capital and wholesale debt markets, potentially leading to an increase in funding costs, as well as affecting the willingness of counterparties to transact with it. In addition, the ratings of individual securities (including, but not limited to, certain Tier 1 capital and Tier 2 capital securities and covered bonds) issued by ANZ (and banks globally) could be impacted from time to time by changes in the ratings methodologies used by rating agencies. On 5 September 2013, Moody’s Investors Service downgraded the subordinated debt ratings of eight Australian banks including ANZ. Ratings agencies may also revise their methodologies in response to legal or regulatory changes or other market developments. PRINCIPAL RISkS AND UNCERTAINTIES 193 ANZ ANNUAL REPORT 2013 PRINCIPAL RISkS AND UNCERTAINTIES (continued) For example, the Group is directly and indirectly exposed to the Australian mining sector and mining-related contractors and industries. Should commodity prices materially decrease due to, for example, reduced demand in Asia, especially North Asia/China, and/or mining activity, demand for resources, or corporate investment in the mining sector suffer material decreases from historical levels, the amount of new lending the Group is able to write may be adversely affected, and the weakening of the sector could be of sufficient magnitude to lead to an increase in lending losses from this sector. Credit losses can and have resulted in financial services organisations realising significant losses and in some cases failing altogether. Should material unexpected credit losses occur to the Group’s credit exposures, it could have an adverse effect on the Group’s business, operations and financial condition. 12. Weakening of the real estate markets in Australia, New Zealand or other markets where it does business may adversely affect the Group’s business, operations and financial condition Residential, commercial and rural property lending, together with property finance, including real estate development and investment property finance, constitute important businesses to the Group. A decrease in property valuations in Australia, New Zealand or other markets where it does business could decrease the amount of new lending the Group is able to write and/or increase the losses that the Group may experience from existing loans, which, in either case, could materially and adversely impact the Group’s financial condition and results of operations. A significant slowdown in the Australian and New Zealand housing markets or in other markets where it does business could adversely affect the Group’s business, operations and financial conditions. 13. The Group is exposed to market risk which may adversely affect its business, operations and financial condition The Group is subject to market risk, which is the risk to the Group’s earnings arising from changes in interest rates, foreign exchange rates, credit spreads, equity prices and indices, prices of commodities, debt securities and other financial contracts, including derivatives. Losses arising from these risks may have a material adverse effect on the Group. As the Group conducts business in several different currencies, its businesses may be affected by a change in currency exchange rates. Additionally, the Group’s annual and interim reports are prepared and stated in Australian dollars, any appreciation in the Australian dollar against other currencies in which the Group earns revenues (particularly to the New Zealand dollar and United States dollar) may adversely affect the reported earnings. The profitability of the Group’s funds management and insurance businesses is also affected by changes in investment markets and weaknesses in global securities markets. 10. The Group is exposed to credit risk, which may adversely affect its business, operations and financial condition As a financial institution, the Group is exposed to the risks associated with extending credit to other parties. Less favourable business or economic conditions, whether generally or in a specific industry sector or geographic region, or natural disasters, could cause customers or counterparties to fail to meet their obligations in accordance with agreed terms. For example, our customers and counterparties in the natural resources sector could be adversely impacted in the event of a prolonged slowdown in the Chinese economy. Also, our customers and counterparties in the agriculture, tourism and manufacturing industries have been and may continue to be adversely impacted by the sustained strength of the Australian and New Zealand dollar relative to other currencies. The Group holds provisions for credit impairment. The amount of these provisions is determined by assessing the extent of impairment inherent within the current lending portfolio, based on current information. This process, which is critical to the Group’s financial condition and results, requires difficult, subjective and complex judgments, including forecasts of how current and future economic conditions might impair the ability of borrowers to repay their loans. However, if the information upon which the assessment is made proves to be inaccurate or if the Group fails to analyse the information correctly, the provisions made for credit impairment may be insufficient, which could have a material adverse effect on the Group’s business, operations and financial condition. In addition, in assessing whether to extend credit or enter into other transactions with customers, the Group relies on information provided by or on behalf of customers, including financial statements and other financial information. The Group may also rely on representations of customers as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. The Group’s financial performance could be negatively impacted to the extent that it relies on information that is inaccurate or materially misleading. 11. An increase in the failure of third parties to honour their commitments in connection with the Group’s trading, lending, derivatives and other activities may adversely affect its business, operations and financial condition The Group is exposed to the potential risk of credit-related losses that can occur as a result of a counterparty being unable or unwilling to honour its contractual obligations. As with any financial services organisation, the Group assumes counterparty risk in connection with its lending, trading, derivatives and other businesses where it relies on the ability of a third party to satisfy its financial obligations to the Group on a timely basis. The Group is also subject to the risk that its rights against third parties may not be enforceable in certain circumstances. The risk of credit-related losses may also be increased by a number of factors, including deterioration in the financial condition of the economy, a sustained high level of unemployment, a deterioration of the financial condition of the Group’s counterparties, a reduction in the value of assets the Group holds as collateral, and a reduction in the market value of the counterparty instruments and obligations it holds. 194 14. The Group is exposed to the risks associated with credit intermediation and financial guarantors which may adversely affect its business, operations and financial condition The Group entered into a series of structured credit intermediation trades from 2004 to 2007. The Group sold protection using credit default swaps over these structures and then, to mitigate risk, purchased protection via credit default swaps over the same structures from eight United States financial guarantors. The underlying structures involve credit default swaps (CDSs) over synthetic collateralised debt obligations (CDOs), portfolios of external collateralised loan obligations (CLOs) or specific bonds/floating rate notes (FRNs). Being derivatives, both the sold protection and purchased protection are marked-to-market. Prior to the commencement of the global financial crisis, movements in valuations of these positions were not significant and the credit valuation adjustment (CVA) charge on the protection bought from the non-collateralised financial guarantors was minimal. During and after the global financial crisis, the market value of the structured credit transactions increased and the financial guarantors were downgraded. The combined impact of this was to increase the CVA charge on the purchased protection from financial guarantors. Volatility in the market value and hence CVA will continue to persist given the volatility in credit spreads and USD/AUD rates. Credit valuation adjustments are included as part of the Group’s profit and loss statement, and accordingly, increases in the CVA charge or volatility in that charge could adversely affect the Group’s profitability. 15. The Group is exposed to operational risk, which may adversely affect its business, operations and financial condition Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This definition includes legal risk, and the risk of reputational loss or damage arising from inadequate or failed internal processes, people and systems, but excludes strategic risk. Loss from operational risk events could adversely affect the Group’s financial results. Such losses can include fines, penalties, loss or theft of funds or assets, legal costs, customer compensation, loss of shareholder value, reputation loss, loss of life or injury to people, and loss of property and/or information. Operational risk is typically classified into the risk event type categories to measure and compare risks on a consistent basis. Examples of operational risk events according to category are as follows: } internal fraud: risk that fraudulent acts are planned, initiated or executed by employees (permanent, temporary or contractors) from inside ANZ e.g. a rogue trader. } external fraud: fraudulent acts or attempts which originate from outside ANZ e.g. valueless cheques, counterfeit credit cards, loan applications in false names, stolen identity etc. } employment practices & workplace safety: employee relations, diversity and discrimination, and health and safety risks to ANZ employees. } clients, products & business practices: risk of market manipulation, product defects, incorrect advice, money laundering and misuse of customer information; } business disruption (including systems failures): risk that ANZ’s banking operating systems are disrupted or fail. At ANZ, technology risks are key Operational Risks which fall under this category. } damage to physical assets: risk that a natural disaster or terrorist or vandalism attack damages ANZ’s buildings or property; and } execution, delivery & process management: risk that ANZ experiences losses as a result of data entry errors, accounting errors, vendor, supplier or outsource provider errors, or failed mandatory reporting. Direct or indirect losses that occur as a result of operational failures, breakdowns, omissions or unplanned events could adversely affect the Group’s financial results. 16. Disruption of information technology systems or failure to successfully implement new technology systems could significantly interrupt the Group’s business which may adversely affect its business, operations and financial condition The Group is highly dependent on information systems and technology and there is a risk that these, or the services the Group uses or is dependent upon, might fail, including because of unauthorised access or use. Most of the Group’s daily operations are computer-based and information technology systems are essential to maintaining effective communications with customers. The exposure to systems risks includes the complete or partial failure of information technology systems or data centre infrastructure, the inadequacy of internal and third-party information technology systems due to, among other things, failure to keep pace with industry developments and the capacity of the existing systems to effectively accommodate growth, prevent unauthorised access and integrate existing and future acquisitions and alliances. To manage these risks, the Group has disaster recovery and information technology governance in place. However, any failure of these systems could result in business interruption, customer dissatisfaction and ultimately loss of customers, financial compensation, damage to reputation and/or a weakening of the Group’s competitive position, which could adversely impact the Group’s business and have a material adverse effect on the Group’s financial condition and operations. In addition, the Group has an ongoing need to update and implement new information technology systems, in part to assist it to satisfy regulatory demands, ensure information security, enhance computer-based banking services for the Group’s customers and integrate the various segments of its business. The Group may not implement these projects effectively or execute them efficiently, which could lead to increased project costs, delays in the ability to comply with regulatory requirements, failure of the Group’s information security controls or a decrease in the Group’s ability to service its customers. PRINCIPAL RISkS AND UNCERTAINTIES 195 ANZ ANNUAL REPORT 2013 PRINCIPAL RISkS AND UNCERTAINTIES (continued) 17. The Group is exposed to risks associated with information security, which may adversely affect its financial results and reputation Information security means protecting information and information systems from unauthorised access, use, disclosure, disruption, modification, perusal, inspection, recording or destruction. As a bank, the Group handles a considerable amount of personal and confidential information about its customers and its own internal operations. The Group also uses third parties to process and manage information on its behalf. The Group employs a team of information security subject matter experts who are responsible for the development and implementation of the Group’s Information Security Policy. The Group is conscious that threats to information security are continuously evolving and as such the Group conducts regular internal and external reviews to ensure new threats are identified, evolving risks are mitigated, policies and procedures are updated, and good practice is maintained. However, there is a risk that information may be inadvertently or inappropriately accessed or distributed or illegally accessed or stolen. Any unauthorised use of confidential information could potentially result in breaches of privacy laws, regulatory sanctions, legal action, and claims for compensation or erosion to the Group’s competitive market position, which could adversely affect the Group’s financial position and reputation. 18. The Group is exposed to reputation risk, which may adversely impact its business, operations and financial condition Damage to the Group’s reputation may have wide-ranging impacts, including adverse effects on the Group’s profitability, capacity and cost of sourcing funding, and availability of new business opportunities. Reputation risk may arise as a result of an external event or the Group’s own actions, and adversely affect perceptions about the Group held by the public (including the Group’s customers), shareholders, investors, regulators or rating agencies. The impact of a risk event on the Group’s reputation may exceed any direct cost of the risk event itself and may adversely impact the Group’s business, operations and financial condition. 19. The unexpected loss of key staff or inadequate management of human resources may adversely affect the Group’s business, operations and financial condition The Group’s ability to attract and retain suitably qualified and skilled employees is an important factor in achieving its strategic objectives. The Chief Executive Officer and the management team of the Chief Executive Officer have skills and reputation that are critical to setting the strategic direction, successful management and growth of the Group, and whose unexpected loss due to resignation, retirement, death or illness may adversely affect its operations and financial condition. The Group may in the future have difficulty retaining or attracting highly qualified people for important roles, which could adversely affect its business, operations and financial condition. 20. The Group may be exposed to the impact of future climate change, geological events, plant and animal diseases, and other extrinsic events which may adversely affect its business, operations and financial condition ANZ and its customers are exposed to climate related events (including climate change). These events include severe storms, drought, fires, cyclones, hurricanes, floods and rising sea levels. ANZ and its customers may also be exposed to other events such as geological events (volcanic or seismic activity, tsunamis); plant and animal diseases or a pandemic. Examples include earthquakes in New Zealand and floods in Australia and the Philippines. Depending on their severity, events such as these may temporarily interrupt or restrict the provision of some local or Group services, and may also adversely affect the Group’s financial condition or collateral position in relation to credit facilities extended to customers. 21. Regulatory changes or a failure to comply with regulatory standards, law or policies may adversely affect the Group’s business, operations or financial condition The Group is subject to laws, regulations, policies and codes of practice in Australia, New Zealand, the United Kingdom, the United States of America, Hong Kong, Singapore, Japan, China and other countries within the Asia Pacific region in which it has operations, trades or raises funds or in respect of which it has some other connection. In particular, the Group’s banking, funds management and insurance activities are subject to extensive regulation, mainly relating to its liquidity levels, capital, solvency, provisioning, and insurance policy terms and conditions. Regulations vary from country to country but generally are designed to protect depositors, insured parties, customers with other banking products, and the banking and insurance system as a whole. Some of the jurisdictions in which the Group operates do not permit local deposits to be used to fund operations outside of that jurisdiction. In the event the Group experiences reduced liquidity, these deposits may not be available to fund the operations of the Group. The Australian Government and its agencies, including APRA, the RBA and other financial industry regulatory bodies including the Australian Securities and Investments Commission (ASIC), and the Australian Competition and Consumer Commission (ACCC), have supervisory oversight of the Group. The New Zealand Government and its agencies, including the RBNZ, the Financial Markets Authority and the Commerce Commission, have supervisory oversight of the Group’s operations in New Zealand. To the extent that the Group has operations, trades or raises funds in, or has some other connection with, countries other than Australia or New Zealand, then such activities may be subject to the laws of, and regulation by agencies in, those countries. Such regulatory agencies include, by way of example, the United States Federal Reserve Board, the United States Department of Treasury, the United States Office of the Comptroller of the Currency, the United States Office of Foreign Assets Control, the United Kingdom Prudential Regulation Authority and the Financial Conduct Authority, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, the China Banking Regulatory 196 22. The Group may face increased tax reporting compliance costs In March 2010, the United States enacted legislation (Foreign Account Tax Compliance Act - “FATCA”) that requires non-United States banks and other financial institutions to provide information on United States account holders to the United States Federal tax authority, the Internal Revenue Service (“IRS”). In addition, it is likely that future laws will be adopted by jurisdictions (including Australia and New Zealand), that enter into intergovernmental agreements (“IGAs”) with the United States in furtherance of FATCA and will require that such information be reported to a non-United States institution’s local revenue authority to forward to the IRS. If this information is not provided in a manner and form meeting the applicable requirements, a non-United States institution may be subjected to penalties and potentially a 30% withholding tax applied to certain amounts paid to it. No such withholding tax will be imposed on any payments derived from sources within the United States that are made prior to 1 July 2014, and no such withholding tax will be imposed on any payments derived from sources outside the United States that are made prior to 1 January 2017, at the earliest. Australia and New Zealand have not yet entered into IGAs as described above. ANZ Group is expected to make significant investments in order to comply with the requirements of FATCA or, if applicable, any local laws implementing an IGA. 23. Unexpected changes to the Group’s license to operate in any jurisdiction may adversely affect its business, operations and financial condition The Group is licensed to operate in the various countries, states and territories. Unexpected changes in the conditions of the licenses to operate by governments, administrations or regulatory agencies which prohibit or restrict the Group from trading in a manner that was previously permitted may adversely impact the Group’s operations and subsequent financial results. Commission, the Kanto Local Finance Bureau of Japan, and other financial regulatory bodies in those countries and in other relevant countries. In addition, the Group’s expansion and growth in the Asia Pacific region gives rise to a requirement to comply with a number of different legal and regulatory regimes across that region. A failure to comply with any standards, laws, regulations or policies in any of those jurisdictions could result in sanctions by these or other regulatory agencies, the exercise of any discretionary powers that the regulators hold or compensatory action by affected persons, which may in turn cause substantial damage to the Group’s reputation. To the extent that these regulatory requirements limit the Group’s operations or flexibility, they could adversely impact the Group’s profitability and prospects. These regulatory and other governmental agencies (including revenue and tax authorities) frequently review banking and tax laws, regulations, codes of practice and policies. Changes to laws, regulations, codes of practice or policies, including changes in interpretation or implementation of laws, regulations, codes of practice or policies, could affect the Group in substantial and unpredictable ways and may even conflict with each other. These may include increasing required levels of bank liquidity and capital adequacy, limiting the types of financial services and products the Group can offer, and/or increasing the ability of non-banks to offer competing financial services or products, as well as changes to accounting standards, taxation laws and prudential regulatory requirements. As a result of the global financial crisis, the Basel Committee released capital reform packages to strengthen the resilience of the banking and insurance sectors, including proposals to strengthen capital and liquidity requirements for the banking sector. APRA has released Prudential Standards implementing Basel 3 with effect from 1 January 2013. Other regulators in jurisdictions where the Group has a presence have also either implemented or are in the process of implementing Basel 3 and equivalent reforms. In addition, the United States has passed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act which significantly affects financial institutions and financial activities in the United States. There can be no assurance that any of the foregoing will be effective. Uncertainty remains as to the final form that some of the proposed regulatory changes will take in certain jurisdictions outside Australia in which the Group operates (including the United Sates) and any such changes could adversely affect the Group’s business, operations and financial condition. The changes may lead the Group to, among other things, change its business mix, incur additional costs as a result of increased management attention, raise additional amounts of higher-quality capital (such as Ordinary Shares, Additional Tier 1 Capital or Tier 2 Capital instruments) or retain capital (through lower dividends), and hold significant levels of additional liquid assets and undertake further lengthening of the funding base. PRINCIPAL RISkS AND UNCERTAINTIES 197 ANZ ANNUAL REPORT 2013 PRINCIPAL RISkS AND UNCERTAINTIES (continued) 24. The Group is exposed to insurance risk, which may adversely affect its business, operations and financial condition 26. Changes to accounting policies may adversely affect the Group’s business, operations and financial condition Insurance risk is the risk of loss due to unexpected changes in current and future insurance claim rates. In life insurance business, insurance risk arises primarily through mortality (death) and morbidity (illness and injury) risks being greater than expected and, in the case of annuity business, should annuitants live longer than expected. For general insurance business, insurance risk arises mainly through weather-related incidents (including floods and bushfires) and other calamities, such as earthquakes, tsunamis and volcanic activities, as well as adverse variability in home, contents, motor, travel and other insurance claim amounts. For further details on climate and geological events see also the risk factor entitled “The Group may be exposed to the impact of future climate change, geological events, plant and animal diseases, and other extrinsic events which may adversely affect its business, operations and financial condition”. The Group has exposure to insurance risk in both life insurance and general insurance business, which may adversely affect its business, operations and financial condition. In addition, the Group has various direct and indirect pension obligations towards its current and former staff. These obligations entail various risks which are similar to, among others, risks involving a capital investment. Risks, however, may also arise due to changes in tax or other legislation, and/or in judicial rulings, as well as inflation rates or interest rates. Any of these risks could have a material adverse effect on the Group’s business, operations and financial condition. 25. The Group may experience reductions in the valuation of some of its assets, resulting in fair value adjustments that may have a material adverse effect on its earnings Under Australian Accounting Standards, the Group recognises the following instruments at fair value with changes in fair value recognised in earnings: } derivative financial instruments, including in the case of fair value hedging, the fair value adjustment on the underlying hedged exposure; } financial instruments held for trading; and } assets and liabilities designated at fair value through profit and loss. In addition, the Group recognised available-for-sale financial assets at fair value with changes in fair value recognised in equity unless the asset is impaired, in which case, the decline if fair value is recognised in earnings. Generally, in order to establish the fair value of these instruments, the Group relies on quoted market prices or, where the market for a financial instrument is not sufficiently active, fair values are based on present value estimates or other accepted valuation techniques which incorporate the impact of factors that would influence the fair value as determined by a market participant. The fair value of these instruments is impacted by changes in market prices or valuation inputs which could have a material adverse effect on the Group’s earnings. The accounting policies and methods that the Group applies are fundamental to how it records and reports its financial position and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and methods so that they not only comply with generally accepted accounting principles but they also reflect the most appropriate manner in which to record and report on the financial position and results of operations. However, these accounting policies may be applied inaccurately, resulting in a misstatement of financial position and results of operations. In some cases, management must select an accounting policy or method from two or more alternatives, any of which might comply with generally accepted accounting principles and be reasonable under the circumstances, yet might result in reporting materially different outcomes than would have been reported under another alternative. 27. The Group may be exposed to the risk of impairment to non-lending related assets including investments in associates, capitalised software, goodwill and other intangible assets that may adversely affect its business, operations and financial condition In certain circumstances the Group may be exposed to a reduction in the value of non-lending related assets. As at 30 September 2013, the Group carried goodwill principally related to its investments in New Zealand and Australia, intangible assets principally relating to assets recognised on acquisition of subsidiaries, and capitalised software balances and investment in equity accounted associates. The Group is required to assess the recoverability of the goodwill balances on at least an annual basis. For this purpose the Group uses either a discounted cash flow or a multiple of earnings calculation. Changes in the assumptions upon which the calculation is based, together with expected changes in future cash flows, could materially impact this assessment, resulting in the potential write-off of a part or all of the goodwill balances. Capitalised software and other intangible assets (including Acquired portfolio of insurance and investment business and deferred acquisition costs) are assessed for indicators of impairment at least annually. In the event that an asset is no longer in use, or that the cash flows generated by the asset do not support the carrying value, impairment may be recorded, adversely impacting the Group’s financial condition. Investments in associates are assessed for indicators of impairment at least annually. In the event that the equity accounted carrying value is above the recoverable value, impairment may be recorded, adversely impacting the Group’s financial condition. 198 28. Litigation and contingent liabilities may adversely affect the Group’s business, operations and financial condition From time to time, the Group may be subject to material litigation, regulatory actions, legal or arbitration proceedings and other contingent liabilities which, if they crystallise, may adversely affect the Group’s results. The Group’s material contingent liabilities are described in Note 43 to the audited annual consolidated financial statements for the year ended 30 September 2013. There is a risk that these contingent liabilities may be larger than anticipated or that additional litigation or other contingent liabilities may arise. 29. The Group regularly considers acquisition and divestment opportunities, and there is a risk that ANZ may undertake an acquisition or divestment that could result in a material adverse effect on its business, operations and financial condition The Group regularly examines a range of corporate opportunities, including material acquisitions and disposals, with a view to determining whether those opportunities will enhance the Group’s financial performance and position. Any corporate opportunity that is pursued could, for a variety of reasons, turn out to have a material adverse effect on the Group. The successful implementation of the Group’s corporate strategy, including its strategy to expand in the Asia Pacific region, will depend on a range of factors including potential funding strategies, and challenges associated with integrating and adding value to acquired businesses, as well as new regulatory, market and other risks associated with increasing operations outside of Australia and New Zealand. There can be no assurance that any acquisition would have the anticipated positive results, including results relating to the total cost of integration, the time required to complete the integration, the amount of longer-term cost savings, the overall performance of the combined entity, or an improved price for the Group’s securities. Integration of an acquired business can be complex and costly, sometimes including combining relevant accounting and data processing systems, and management controls, as well as managing relevant relationships with employees, customers, counterparties, suppliers and other business partners. Integration efforts could divert management attention and resources, which could adversely affect the Group’s operations or results. Additionally, there can be no assurance that employees, customers, counterparties, suppliers and other business partners of newly acquired businesses will remain as such post-acquisition, and the loss of employees, customers, counterparties, suppliers and other business partners could adversely affect the Group’s operations or results. Acquisitions and disposals may also result in business disruptions that cause the Group to lose customers or cause customers to remove their business from the Group to competing financial institutions. It is possible that the integration process related to acquisitions could result in the disruption of the Group’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect the Group’s ability to maintain relationships with employees, customers, counterparties, suppliers and other business partners, which could adversely affect the Group’s ability to conduct its business successfully. The Group’s operating performance, risk profile or capital structure may also be affected by these corporate opportunities and there is a risk that any of the Group’s credit ratings may be placed on credit watch or downgraded if these opportunities are pursued. 30. The Group may be exposed to risks pertaining to the provision of advice, recommendations or guidance about financial products and services in the course of its sales and marketing activities which may adversely affect the Group’s business and operations Such risks can include: } the provision of unsuitable or inappropriate advice (commensurate with a customer’s objectives and appetite for risk), } the representation of, or disclosure about, a product or service which is inaccurate, or does not provide adequate information about risks and benefits to customers, } a failure to appropriately manage conflicts of interest within sales and /or promotion processes (including incentives and remuneration for staff engaged in promotion, sales and/or the provision of advice), } a failure to deliver product features and benefits in accordance with terms, disclosures, recommendations and/or advice. Exposure to such risk may increase during periods of declining investment asset values (such as during a period of economic downturn or investment market volatility), leading to sub-optimal performance of investment products and/or portfolios that were not aligned with the customer’s objectives and risk appetite. ANZ is regulated under various legislative mechanisms in the countries in which it operates that provide for consumer protection around advisory, marketing and sales practices. These may include, but are not limited to, appropriate management of conflicts of interest, appropriate accreditation standards for staff authorised to provide advice about financial products and services, disclosure standards, standards for ensuring adequate assessment of client/ product suitability, quality assurance activities, adequate record keeping, and procedures for the management of complaints and disputes. Risks pertaining to advice about financial products and services may result in material litigation (and associated financial costs), regulatory actions, and/or reputational consequences. PRINCIPAL RISkS AND UNCERTAINTIES 199 ANZ ANNUAL REPORT 2013 SUPPLEMENTARy INFORMATION 1: Capital Adequacy qualifying capital Tier 1 Shareholders' equity and non-controlling interests Prudential adjustments to shareholders’ equity Gross Common Equity Tier 1 Capital Deductions Common Equity Tier 1 Capital Additional Tier 1 capital Tier 1 capital Tier 2 capital Total qualifying capital Capital adequacy ratios Common Equity Tier 1 Tier 1 Tier 2 Total Risk Weighted Assets Table 1 Table 2 Table 3 Table 4 Basel 3 2013 $m Basel 2 2012 $m 45,615 (932) 44,683 (15,892) 28,791 6,401 35,192 6,190 41,382 8.5% 10.4% 1.8% 12.2% 41,220 (3,857) 37,363 (10,839) 26,524 5,977 32,501 4,073 36,574 8.8% 10.8% 1.4% 12.2% Table 5 339,265 300,119 200 1: Capital Adequacy (continued) Table 1: Prudential adjustments to shareholders’ equity Treasury Shares attributable to OnePath policy holders Reclassification of preference share capital Accumulated retained profits & reserves of insurance, funds management & securitisation entities Deferred fee revenue including fees deferred as part of loan yields Hedging reserve Available-for-sale reserve attributable to deconsolidated subsidiaries Dividend not provided for Accrual for Dividend Reinvestment Plans Other Total Table 2: Deductions from Common Equity Tier 1 capital Unamortised goodwill & other intangibles (excluding OnePath Australia and New Zealand) Intangible component of investments in OnePath Australia and New Zealand Capitalised software Capitalised expenses including loan and lease origination fees Applicable deferred net tax assets Expected losses in excess of eligible provisions Investment in ANZ insurance and funds management subsidiaries Investment in OnePath Australia and New Zealand Investment in banking associates Other deductions Total Table 3: Additional Tier 1 capital Convertible Preference Shares ANZ CPS1 ANZ CPS2 ANZ CPS3 ANZ Capital Notes Preference Shares Hybrid Securities Regulatory adjustments and deductions Transitional adjustments Total Table 4: Tier 2 capital General reserve for impairment of financial assets Perpetual subordinated notes Subordinated Debt Regulatory adjustments and deductions Transitional adjustments Total ANZ ANNUAL REPORT 2013 Basel 3 2013 $m 272 (871) (583) 381 n/a (90) n/a n/a (41) (932) (3,970) (2,096) (2,102) (979) (1,102) (376) (453) (1,059) (3,361) (394) Basel 2 2012 $m 280 (871) (1,660) 415 (208) (94) (2,149) 430 – (3,857) (3,052) (2,074) (1,702) (850) (301) (542) (327) (721) (1,070) (200) (15,892) (10,839) 1,081 1,963 1,329 1,106 871 812 (78) (683) 6,401 245 1,065 5,448 (340) (228) 6,190 1,078 1,958 1,326 – 871 752 (8) n/a 5,977 234 953 5,847 (2,961) n/a 4,073 SUPPLEMENTARy INFORMATION 201 SUPPLEMENTARy INFORMATION (continued) 1: Capital Adequacy (continued) Table 5: Risk weighted Assets On balance sheet Commitments Contingents Derivatives Total credit risk Traded Market Risk Total Interest Rate Risk RWA – IRRBB Operational Risk RWA Total Risk weighted Assets Table 6: Risk weighted Assets Subject to Advanced IRB approach Corporate Sovereign Bank Residential mortgage Qualifying revolving retail (credit cards) Other retail Credit risk weighted assets subject to advanced approach Credit Risk Specialised lending exposures subject to slotting criteria Subject to Standardised approach Corporate Residential mortgage Qualifying revolving retail (credit cards) Other retail Credit risk weighted assets subject to standardised approach Credit valuation Adjustment and qualifying Central Counterparties Credit risk weighted assets relating to securitisation exposures Credit risk weighted assets relating to equity exposures Other assets Total credit risk weighted assets Basel 3 2013 $m 208,326 47,809 11,184 20,332 287,651 4,303 18,287 29,024 339,265 121,586 4,360 16,270 47,559 7,219 24,328 221,322 27,640 19,285 1,922 1,728 985 23,920 8,501 2,724 n/a 3,544 Basel 2 2012 $m 190,210 42,807 9,962 11,896 254,875 4,664 12,455 28,125 300,119 111,796 4,088 11,077 42,959 7,092 21,277 198,289 27,628 18,168 1,812 2,028 1,165 23,173 n/a 1,170 1,030 3,585 287,651 254,875 The measurement of risk weighted assets is based on: } a credit risk-based approach whereby risk weightings are applied to balance sheet assets and to credit converted off-balance sheet exposures, categories of risk weights are assigned based upon the nature of the counterparty and the relative liquidity of the assets concerned; } the recognition of risk weighted assets attributable to market risk arising from trading positions and interest rate movements; and } a risk weighted asset equivalent of a charge for operational risk. For calculation of minimum capital requirements under Pillar 1 (Capital Requirements) of the Basel 2 Accord implemented from January 2008, ANZ gained accreditation from APRA for use of Advanced Internal Ratings Based (AIRB) methodology for credit risk weighted assets and Advanced Measurement Approach (AMA) for operational risk weighted asset equivalent. Basel 3 reforms were introduced on 1 January 2013. In addition to the disclosures in this section, ANZ provides capital information as required under APRA’s prudential standard APS 330: Public Disclosure Attachment A. This information is located in the Regulatory Disclosures section of ANZ’s website: shareholder.anz.com/pages/regulatory-disclosure. 202 1: Capital Adequacy (continued) Table 7: Collective provision and regulatory expected loss by division Australia International and Institutional Banking New Zealand Global Wealth Group Centre Cash collective provision and regulatory expected loss Adjustments between statutory and cash Collective provision and regulatory expected loss Table 8: Expected loss in excess of eligible provisions Basel expected loss Defaulted Non-defaulted Less: qualifying collective provision Collective provision Non-qualifying collective provision Standardised collective provision Deferred tax asset Less: qualifying individual provision Individual provision Standardised individual provision Collective provision on advanced defaulted Gross deduction 50/50 deduction Collective Provision Regulatory Expected Loss 2013 $m 1,123 1,310 399 12 43 2,887 – 2,887 2012 $m 1,073 1,224 413 11 44 2,765 – 2,765 2013 $m 2,393 1,037 763 21 19 4,233 9 4,242 Basel 3 2013 $m 1,854 2,388 4,242 (2,887) 346 245 n/a (2,296) (1,467) 219 (322) (1,570) 376 n/a 2012 $m 2,309 1,270 814 23 1 4,417 20 4,437 Basel 2 2012 $m 2,168 2,269 4,437 (2,765) 334 269 625 (1,537) (1,773) 268 (312) (1,817) 1,083 542 SUPPLEMENTARy INFORMATION 203 ANZ ANNUAL REPORT 2013 SUPPLEMENTARy INFORMATION (continued) 2: Average Balance Sheet and Related Interest Averages used in the following tables are predominantly daily averages. Interest income figures are presented on a tax-equivalent basis. Impaired loans are included under the interest earning asset category, ‘loans and advances’. Intra-group interest earning assets and interest bearing liabilities are treated as external assets and liabilities for the geographic segments. Average balance $m 3,649 14,353 1,435 2013 Interest $m Average rate % Average balance $m 2012 Interest $m Average rate % 107 169 14 2.9% 1.2% 1.0% 3,283 12,461 1,509 125 188 16 3.8% 1.5% 1.1% 1,014 8 0.8% 1,026 7 0.7% 1,372 265 353 21,400 1,766 4,572 175 167 132 575 (24) 31,089 (551) 30,538 4.1% 1.8% 4.0% 7.1% 4.2% 6.2% 4.2% 0.7% 5.9% 13.3% -0.3% 5.8% 1,234 256 354 19,308 1,862 4,824 257 121 113 433 (9) 29,051 (424) 28,627 3.3% 1.5% 3.6% 6.1% 3.5% 5.9% 3.0% 0.4% 4.7% 17.0% -0.1% 5.0% 37,728 16,970 9,823 315,582 53,146 81,316 8,566 29,340 2,417 2,554 8,121 586,014 (10,675) 575,339 33,349 4,879 6,784 2,092 30,840 26,404 (2,804) (801) (816) 99,927 675,266 33,568 15,022 8,877 302,063 41,905 73,994 4,216 23,304 2,233 4,318 7,293 535,072 (11,611) 523,461 36,492 4,783 9,974 2,085 29,973 25,217 (3,037) (793) (885) 103,809 627,270 Interest earning assets Due from other financial institutions Australia Asia Pacific, Europe & America New Zealand Regulatory deposits Asia Pacific, Europe & America Trading and available-for-sale assets Australia Asia Pacific, Europe & America New Zealand Net loans and advances Australia Asia Pacific, Europe & America New Zealand Other assets Australia Asia Pacific, Europe & America New Zealand Intragroup assets Australia Asia Pacific, Europe & America Intragroup elimination Non-interest earning assets Derivatives Australia Asia Pacific, Europe & America New Zealand Premises and equipment Insurance assets Other assets Provisions for credit impairment Australia Asia Pacific, Europe & America New Zealand Total average assets 204 2: Average Balance Sheet and Related Interest (continued) Interest bearing liabilities Time deposits Australia Asia Pacific, Europe & America New Zealand Savings deposits Australia Asia Pacific, Europe & America New Zealand Other demand deposits Australia Asia Pacific, Europe & America New Zealand Due to other financial institutions Australia Asia Pacific, Europe & America New Zealand Commercial paper Australia New Zealand Borrowing corporations’ debts Australia New Zealand Loan capital, bonds and notes Australia Asia Pacific, Europe & America New Zealand Other liabilities1 Australia Asia Pacific, Europe & America New Zealand Intragroup liabilities New Zealand Intragroup elimination Non-interest bearing liabilities Deposits Australia Asia Pacific, Europe & America New Zealand Derivatives Australia Asia Pacific, Europe & America New Zealand Insurance liabilities External unit holder liabilities Other liabilities Total average liabilities 1 Includes foreign exchange swap costs. 2013 Interest $m 5,313 666 1,158 837 25 234 2,408 33 398 293 164 27 311 128 5 55 2,873 31 653 170 37 50 424 16,293 (424) 15,869 Average balance $m 135,747 75,059 29,633 24,166 5,276 7,035 85,104 10,916 16,400 11,311 25,375 1,572 10,306 4,212 63 1,215 64,749 2,240 13,839 1,803 1,797 286 10,675 538,779 (10,675) 528,104 5,511 3,202 4,380 30,447 5,226 6,845 30,625 3,839 13,983 104,058 632,162 Average rate % Average balance $m 2012 Interest $m Average rate % 6,821 741 1,130 862 24 119 2,845 29 391 260 181 32 510 123 14 55 3,461 2 664 206 53 (95) 551 18,979 (551) 18,428 5.1% 1.2% 4.0% 4.0% 0.6% 3.2% 3.7% 0.3% 2.6% 3.6% 0.8% 1.7% 4.4% 3.4% 6.4% 4.9% 5.4% 1.8% 5.0% n/a n/a n/a 4.7% 3.8% 3.9% 0.9% 3.9% 3.5% 0.5% 3.3% 2.8% 0.3% 2.4% 2.6% 0.6% 1.7% 3.0% 3.0% 7.9% 4.5% 4.4% 1.4% 4.7% n/a n/a n/a 4.0% 3.0% 134,508 60,643 27,981 21,779 4,280 3,757 77,581 9,817 15,135 7,308 21,624 1,851 11,676 3,669 220 1,124 63,620 89 13,278 2,060 1,394 200 11,611 495,205 (11,611) 483,594 5,103 2,387 3,863 31,329 5,044 9,207 28,386 4,779 14,014 104,112 587,706 SUPPLEMENTARy INFORMATION 205 ANZ ANNUAL REPORT 2013 SUPPLEMENTARy INFORMATION (continued) 2: Average Balance Sheet and Related Interest (continued) Total average assets Australia Asia Pacific, Europe & America New Zealand Less intragroup elimination % of total average assets attributable to overseas activities Average interest earning assets Australia Asia Pacific, Europe & America New Zealand Less intragroup elimination Total average liabilities Australia Asia Pacific, Europe & America New Zealand Less intragroup elimination % of total average assets attributable to overseas activities Average interest bearing liabilities Australia Asia Pacific, Europe & America New Zealand Less intragroup elimination Total average shareholders’ equity1 Ordinary share capital, reserves and retained earnings Preference share capital Total average liabilities and shareholders’ equity 1 Average shareholders equity includes OnePath Australia shares that are eliminated from the closing shareholders equity balance of $273 million (2012: $280 million). 2013 $m 2012 $m 443,975 136,502 105,464 (10,675) 425,515 113,341 100,025 (11,611) 675,266 627,270 34.6% 32.9% 368,079 122,944 94,991 (10,675) 347,448 101,011 86,613 (11,611) 575,339 523,461 414,046 131,221 97,570 (10,675) 398,639 107,562 93,116 (11,611) 632,162 587,706 34.5% 32.2% 333,249 120,663 84,867 (10,675) 318,752 97,847 78,606 (11,611) 528,104 483,594 42,233 871 43,104 38,693 871 39,564 675,266 627,270 206 3: Interest Spreads and Net Interest Average Margins Net interest income Australia Asia Pacific, Europe & America New Zealand Gross earnings rate1 Australia Asia Pacific, Europe & America New Zealand Total Group Interest spread and net interest average margin may be analysed as follows: Australia Net interest spread Interest attributable to net non-interest bearing items Net interest margin – Australia Asia Pacific, Europe & America Net interest spread Interest attributable to net non-interest bearing items Net interest margin – Asia Pacific, Europe & America New Zealand Net interest spread Interest attributable to net non-interest bearing items Net interest margin – New Zealand Group Net interest spread Interest attributable to net non-interest bearing items Net interest margin Net interest margin (excluding Global Markets) 1 Average interest rate received on average interest earning assets. 2013 $m 9,131 1,450 2,177 2012 $m 8,668 1,339 2,103 12,758 12,110 % % 5.80 1.96 5.58 4.98 2.14 0.34 2.48 1.17 0.01 1.18 1.90 0.39 2.29 1.98 0.24 2.22 2.63 6.81 2.35 5.86 5.83 2.10 0.39 2.49 1.30 0.03 1.33 2.08 0.35 2.43 2.02 0.29 2.31 2.71 SUPPLEMENTARy INFORMATION 207 ANZ ANNUAL REPORT 2013 SUPPLEMENTARy INFORMATION (continued) 4. Explanation of adjustments between statutory profit and cash profit TREASURY SHARES ADJUSTMENT ANZ shares held by the Group in the consolidated managed funds and life business are deemed to be Treasury shares for accounting purposes. Dividends and realised and unrealised gains and losses from these shares are reversed as these are not permitted to be recognised in income for statutory reporting purposes. In deriving cash profit, these earnings are included to ensure there is no asymmetrical impact on the Group’s profits because the Treasury shares support policy liabilities which are revalued in deriving income. Accordingly, an adjustment to statutory profit of $84 million gain after tax (2012: $96 million gain after tax), pre-tax $90 million gain (2012: $104 million gain) has been recognised. RE vALUATION Of POLICY LIABILITIES When calculating policy liabilities, the projected future cash flows on insurance contracts are discounted to reflect the present value of the obligation, with the impact of changes in the market discount rate each period being reflected in the income statement. ANZ includes the impact on the remeasurement of the insurance contract attributable to changes in the market discount rates as an adjustment to cash profit to remove the volatility attributable to changes in market interest rates which reverts to zero over the life of the insurance contract. ECONOMIC HEDGING AND REvENUE AND NET INvESTMENT HEDGES The Group enters into economic hedges to manage its interest rate and foreign exchange risk. The application of AASB 139: Financial Instruments – Recognition and Measurement results in fair value gains and losses being recognised within the income statement. ANZ includes the mark-to-market adjustments as an adjustment to cash profit as the profit or loss resulting from the transactions will reverse over time to match with the profit or loss from the economically hedged item as part of cash profit. This includes gains and losses arising from: } approved classes of derivatives not designated in accounting hedge relationships but which are considered to be economic hedges, including hedges of NZD and USD revenue; } the use of the fair value option (principally arising from the valuation of the ‘own name’ credit spread on debt issues designated at fair value); and } ineffectiveness from designated accounting cash flow, fair value and net investment hedges. In the table below, funding and lending related swaps are primarily cross currency interest rate swaps which are being used to convert the proceeds of foreign currency debt issuances into floating rate Australian dollar and New Zealand dollar debt. As these swaps do not qualify for hedge accounting, movements in the fair values are recorded in the Income Statement. The main drivers of these fair values are currency basis spreads and the Australian dollar and New Zealand dollar fluctuation against other major funding currencies. This category also includes economic hedges of select structured finance and specialised leasing transactions that do not qualify for hedge accounting. The main drivers of these fair value adjustments are Australian and New Zealand yield curves. Gains in funding and lending related swaps were the result of a significant weakening in AUD across the major currencies, most notably USD and EUR in the second half of 2013 partially offsetting losses from contraction in currency basis spreads in the first half of 2013. Losses arising from the use of the fair value option on own name debt hedged by derivatives are a result of a contraction of the Group’s credit spreads in the first half of 2013, with spreads stabilising in the second half of 2013. The losses from revenue and net investment hedges for 2013 were principally attributable to the depreciation of the AUD against the USD in 2012. Impact on income statement Timing differences where IFRS results in asymmetry between the hedge and hedged items Funding and lending related swaps Use of the fair value option on own debt hedged by derivatives Revenue and net investment hedges Ineffective portion of cash flow and fair value hedges Profit/(loss) before tax Profit/(loss) after tax Cumulative pre-tax timing differences relating to economic hedging Timing differences where IFRS results in asymmetry between the hedge and hedged items (before tax) Funding and lending related swaps Use of the fair value option on own debt hedged by derivatives Revenue and net investment hedges Ineffective portion of cash flow and fair value hedges 2013 $m 2012 $m (78) 63 224 (8) 201 146 194 119 (75) 16 254 176 As at 2013 $m 2012 $m 678 (1) 179 (25) 831 756 (64) (45) (17) (630) 208 4. Explanation of adjustments between statutory profit and cash profit (continued) CREDIT RISK ON IMPAIRED DERIvATIvES (NIL PROfIT AfTER TA x IMPACT) Reclassification of a charge to income for credit valuation adjustments on defaulted and impaired derivative exposures to provision for credit impairment of $9 million (2012: $60 million). The reclassification has been made to reflect the manner in which the defaulted and impaired derivatives are managed. POLICYHOLDERS TAx GROSS UP (NIL PROfIT AfTER TA x IMPACT) For statutory reporting purposes policyholder income tax and other related taxes paid on behalf of policyholders are included in net income from wealth management and the Group’s income tax expense. The gross up of $371 million (2012: $151 million) has been excluded from the underlying results as it does not reflect the underlying performance of the business which is assessed on a net of policyholder tax basis. STRUCTURED CREDIT INTERMEDIATION TRADES ANZ entered into a series of structured credit intermediation trades from 2004 to 2007. The underlying structures involve credit default swaps (CDS) over synthetic collateralised debt obligations (CDOs), portfolios of external collateralised loan obligations (CLOs) or specific bonds/floating rate notes (FRNs). ANZ sold protection using credit default swaps over these structures and then to mitigate risk, purchased protection via credit default swaps over the same structures from eight US financial guarantors. Being derivatives, both the sold protection and purchased protection are marked-to-market. Prior to the commencement of the global credit crisis, movements in valuations of these positions were not significant and largely offset each other in income. Following the onset of the credit crisis, the purchased protection has provided only a partial offset against movements in valuation of the sold protection because: } one of the counterparties to the purchased protection defaulted and many of the remaining counterparties were downgraded; and } a credit valuation adjustment is applied to the remaining counterparties to the purchased protection reflective of changes to their credit worthiness. ANZ is actively monitoring this portfolio with a view to reducing the exposure via termination and restructuring of both the bought and sold protection if and when ANZ deems it cost effective relative to the perceived risk associated with a specific trade or counterparty. During the year ANZ terminated all bought CDSs with one financial guarantor along with the corresponding sold CDSs for a net profit of $7 million (including termination costs and release of the associated credit valuation adjustment (CVA)). The bought and sold protection trades are by nature largely offsetting, with notional amounts on the outstanding bought CDSs and outstanding sold CDSs at 30 September 2013 each amounting to USD 4.5 billion (2012: USD 8.0 billion). The profit and loss impact of credit risk on structured credit derivatives remains volatile reflecting the impact of market movements in credit spreads and AUD/USD rates. The (gain)/loss on structured credit intermediation trades is included as an adjustment to cash profit as it relates to a legacy non-core business where the cumulative mark-to-market movements are expected to reverse to zero in future periods. The (gain)/loss included in income for these transactions is set out below. Credit risk on intermediation trades Profit before income tax Income tax expense Profit after income tax financial impacts on credit intermediation trades Mark-to-market exposure to financial guarantors Cumulative costs relating to financial guarantors1 Credit valuation adjustment for outstanding transactions Realised close out and hedge costs Cumulative life to date charges 2013 $m 2012 $m As at (63) 13 (50) 2013 $m 179 42 333 375 (73) 11 (62) 2012 $m 359 116 322 438 1 The cumulative costs in managing the positions include realised losses relating to restructuring of trades in order to reduce risks and realised losses on termination of sold protection trades. It also includes foreign exchange hedging losses. SUPPLEMENTARy INFORMATION 209 ANZ ANNUAL REPORT 2013 SHAREHOLDER INFORMATION Ordinary Shares At 11 October 2013, the twenty largest holders of ordinary shares held 1,607,188,663 ordinary shares, equal to 58.58% of the total issued ordinary capital. Name BNP PARIBAS NOMS PTY LTD 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED 2 3 NATIONAL NOMINEES LIMITED 4 CITICORP NOMINEES PTY LIMITED 5 6 CITICORP NOMINEES PTY LIMITED 7 JP MORGAN NOMINEES AUSTRALIA LIMITED 8 AMP LIFE LIMITED 9 RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 10 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 11 ANZEST PTY LTD 12 UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD 13 BNP PARIBAS NOMINEES PTY LTD 14 ARGO INVESTMENTS LIMITED 15 AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED 16 ANZEST PTY LTD 17 NAVIGATOR AUSTRALIA LTD 18 ANZEST PTY LTD 19 QUESTOR FINANCIAL SERVICES LIMITED 20 NULIS NOMINEES (AUSTRALIA) LIMITED Total DISTRIBUTION Of SHAREHOLDINGS Number of shares % of shares 507,116,677 18.48 395,036,175 14.40 322,644,976 11.76 4.15 113,824,497 2.32 63,540,677 1.53 42,063,789 1.17 31,977,893 0.84 23,179,585 0.67 18,276,818 0.49 13,577,446 0.45 12,367,959 0.44 12,109,214 0.37 10,010,830 0.33 9,073,698 0.31 8,487,710 0.20 5,513,148 0.19 5,079,699 0.17 4,678,899 0.16 4,426,108 0.15 4,202,865 1,607,188,663 58.58 At 11 October 2013 Range of shares 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 Over 100,000 Total Number of holders % of holders 253,137 174,359 26,863 14,350 445 53.96 37.16 5.73 3.06 0.09 Number of shares 105,518,479 394,739,961 186,709,161 290,465,141 1,766,230,221 % of shares 3.85 14.39 6.81 10.58 64.37 469,154 100.00 2,743,662,963 100.00 At 11 October 2013: – there were no persons with a substantial shareholding in the Company; – the average size of holdings of ordinary shares was 5,848 (2012: 6,195) shares; and – there were 8,907 holdings (2012: 9,505 holdings) of less than a marketable parcel (less than $500 in value or 16 shares based on the market price of $31.29 per share), which is less than 1.90% of the total holdings of ordinary shares. vOTING RIGHTS Of ORDINARY SHARES The Constitution provides for votes to be cast as follows: i) on show of hands, 1 vote for each shareholder; and ii) on a poll, 1 vote for each fully paid ordinary share. A register of holders of ordinary shares is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) 210 ANZ ANNUAL REPORT 2013 ANZ Convertible Preference Shares (ANZ CPS) ANZ CPS1 On 30 September 2008 ANZ issued convertible preference shares (ANZ CPS1) which were offered pursuant to a prospectus dated 4 September 2008. At 11 October 2013, the twenty largest holders of ANZ CPS1 held 2,269,433 securities, equal to 20.99% of the total issued securities. Name J P MORGAN NOMINEES AUSTRALIA LIMITED 1 UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD 2 QUESTOR FINANCIAL SERVICES LIMITED 3 UCA CASH MANAGEMENT FUND LTD 4 NAVIGATOR AUSTRALIA LTD 5 6 NULIS NOMINEES (AUSTRALIA) LIMITED 7 CITICORP NOMINEES PTY LIMITED 8 UBS NOMINEES PTY LTD 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 10 BOND STREET CUSTODIANS LIMITED 11 BNP PARIBAS NOMS PTY LTD 12 NATIONAL NOMINEES LIMITED 13 NETWEALTH INVESTMENTS LIMITED 14 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 15 RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 16 BALLARD BAY PTY LTD 17 JMB PTY LIMITED 18 SPINETTA PTY LTD 19 EASTCOTE PTY LTD 20 KOLL PTY LTD Total DISTRIBUTION Of ANZ CPS1 HOLDINGS At 11 October 2013 Range of securities 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 Over 100,000 Total Number of securities % of securities 416,653 223,441 213,903 191,530 152,040 112,714 106,262 104,249 102,671 98,884 79,664 67,999 62,939 58,247 53,237 50,000 50,000 45,000 40,000 40,000 3.85 2.07 1.98 1.77 1.41 1.04 0.98 0.96 0.95 0.92 0.74 0.63 0.58 0.54 0.49 0.46 0.46 0.42 0.37 0.37 2,269,433 20.99 Number of holders % of holders Number of securities % of securities 15,762 1,226 67 49 9 92.11 7.16 0.39 0.29 0.05 4,796,913 2,452,559 523,850 1,415,339 1,623,463 44.37 22.68 4.85 13.09 15.01 17,113 100.00 10,812,124 100.00 At 11 October 2013: There were 5 holdings (2012: 5 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $100.77 per security), which is less than 0.03% of the total holdings of ANZ CPS1. vOTING RIGHTS Of ANZ CPS1 An ANZ CPS1 holder has the right to vote at a meeting of members of ANZ in the following circumstances and in no others: i) on any proposal to reduce ANZ’s share capital, other than a resolution to approve a redemption of the ANZ CPS1; ii) on a proposal that affects the rights attached to the ANZ CPS1; iii) on any resolution to approve the terms of a buy-back agreement, other than a resolution to approve a redemption of ANZ CPS1; iv) on a proposal to wind up ANZ; v) on a proposal for the disposal of the whole of ANZ’s property, business and undertaking; vi) on any matter during a winding up of ANZ; and vii) on any matter during a period in which a dividend remains unpaid. On a resolution or proposal on which an ANZ CPS1 holder is entitled to vote, the ANZ CPS1 holder has: i) on a show of hands, one vote; and ii) on a poll, one vote for each ANZ CPS1 held. A register of holders of ANZ CPS1 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) SHAREHOLDER INFORMATION 211 SHAREHOLDER INFORMATION (continued) ANZ CPS2 On 17 December 2009 ANZ issued convertible preference shares (ANZ CPS2) which were offered pursuant to a prospectus dated 18 November 2009. At 11 October 2013, the twenty largest holders of ANZ CPS2 held 3,475,960 securities, equal to 17.66% of the total issued securities. Name J P MORGAN NOMINEES AUSTRALIA LIMITED RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 1 UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD 2 3 QUESTOR FINANCIAL SERVICES LIMITED 4 NAVIGATOR AUSTRALIA LTD 5 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 6 NATIONAL NOMINEES LIMITED 7 NULIS NOMINEES (AUSTRALIA) LIMITED 8 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 9 10 NETWEALTH INVESTMENTS LIMITED 11 JMB PTY LIMITED 12 RHI HOLDINGS PTY LTD 13 WINCHELADA PTY LIMITED 14 RANDAZZO C & G DEVELOPMENTS PTY LTD 15 CITICORP NOMINEES PTY LIMITED 16 CITICORP NOMINEES PTY LIMITED 17 PERSHING AUSTRALIA NOMINEES PTY LTD 18 MR PHILIP WILLIAM DOYLE 19 W MITCHELL INVESTMENTS PTY LTD 20 AVANTEOS INVESTMENTS LIMITED Total DISTRIBUTION Of ANZ CPS2 HOLDINGS At 11 October 2013 Range of securities 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 Over 100,000 Total Number of securities % of securities 618,073 420,943 335,099 264,405 257,893 225,429 212,164 148,955 140,642 101,670 100,600 100,000 86,300 78,500 71,000 70,930 64,169 60,000 60,000 59,188 3.14 2.14 1.70 1.34 1.31 1.15 1.08 0.76 0.71 0.52 0.51 0.51 0.44 0.40 0.36 0.36 0.33 0.30 0.30 0.30 3,475,960 17.66 Number of holders % of holders Number of securities % of securities 29,111 2,134 160 69 11 31,485 92.46 6.78 0.51 0.22 0.03 9,053,455 4,506,610 1,256,524 2,044,762 2,825,873 45.99 22.89 6.38 10.39 14.35 100.00 19,687,224 100.00 At 11 October 2013: There were 7 holdings (2012: 10 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $102.42 per security), which is less than 0.03% of the total holdings of ANZ CPS2. vOTING RIGHTS Of ANZ CPS2 An ANZ CPS2 holder has the right to vote at a meeting of members of ANZ in the following circumstances and in no others: i) on any proposal to reduce ANZ’s share capital, other than a resolution to approve a redemption of the ANZ CPS2; ii) on a proposal that affects the rights attached to the ANZ CPS2; iii) on any resolution to approve the terms of a buy-back agreement, other than a resolution to approve a redemption of ANZ CPS2; iv) on a proposal to wind up ANZ; v) on a proposal for the disposal of the whole of ANZ’s property, business and undertaking; vi) on any matter during a winding up of ANZ; and vii) on any matter during a period in which a dividend remains unpaid. 212 On a resolution or proposal on which an ANZ CPS2 holder is entitled to vote, the ANZ CPS2 holder has: i) on a show of hands, one vote; and ii) on a poll, one vote for each ANZ CPS2 held. A register of holders of ANZ CPS2 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) ANZ CPS3 On 28 September 2011 ANZ issued convertible preference shares (ANZ CPS3) which were offered pursuant to a prospectus dated 31 August 2011. At 11 October 2013, the twenty largest holders of ANZ CPS3 held 2,252,333 securities, equal to 16.81% of the total issued securities. Name RAKIO PTY LTD RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 1 UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD 2 NAVIGATOR AUSTRALIA LTD 3 4 QUESTOR FINANCIAL SERVICES LIMITED 5 NULIS NOMINEES (AUSTRALIA) LIMITED 6 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 7 8 DIMBULU PTY LTD 9 MICHAEL COPPEL VENTURES P/L 10 JMB PTY LIMITED 11 NATIONAL NOMINEES LIMITED 12 BNP PARIBAS NOMS PTY LTD 13 EASTCOTE PTY LTD 14 MR TERRENCE E PEABODY + MRS MARY G PEABODY 15 RANDAZZO C & G DEVELOPMENTS PTY LTD 16 TANDOM PTY LTD 17 UCA CASH MANAGEMENT FUND LTD 18 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 19 SIR MOSES MONTEFIORE JEWISH HOME 20 RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED Total DISTRIBUTION Of ANZ CPS3 HOLDINGS At 11 October 2013 Range of securities 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 Over 100,000 Total Number of securities % of securities 623,497 213,535 200,000 146,843 120,971 110,208 102,620 85,000 80,000 70,000 63,391 53,415 50,000 50,000 50,000 50,000 50,000 47,257 44,140 41,456 4.65 1.60 1.49 1.10 0.90 0.82 0.77 0.64 0.60 0.52 0.47 0.40 0.37 0.37 0.37 0.37 0.37 0.35 0.33 0.32 2,252,333 16.81 Number of holders % of holders Number of securities % of securities 19,081 1,424 89 68 7 20,669 92.32 6.89 0.43 0.33 0.03 6,045,475 3,158,152 704,922 1,973,777 1,517,674 45.11 23.57 5.26 14.73 11.33 100.00 13,400,000 100.00 At 11 October 2013: There were no holdings (2012: 1) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $101.9010 per security). vOTING RIGHTS Of ANZ CPS3 An ANZ CPS3 holder has the right to vote at a meeting of members of ANZ in the following circumstances and in no others: i) on any proposal to reduce ANZ’s share capital, other than a resolution to approve a redemption of the ANZ CPS3; ii) on a proposal that affects the rights attached to the ANZ CPS3; iii) on any resolution to approve the terms of a buy-back agreement, other than a resolution to approve a redemption of ANZ CPS3; iv) on a proposal to wind up ANZ; v) on a proposal for the disposal of the whole of ANZ’s property, business and undertaking; vi) on any matter during a winding up of ANZ; and vii) on any matter during a period in which a dividend remains unpaid. On a resolution or proposal on which an ANZ CPS3 holder is entitled to vote, the ANZ CPS3 holder has: i) on a show of hands, one vote; and ii) on a poll, one vote for each ANZ CPS3 held. A register of holders of ANZ CPS3 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) SHAREHOLDER INFORMATION 213 ANZ ANNUAL REPORT 2013 SHAREHOLDER INFORMATION (continued) ANZ Capital Notes On 7 August 2013 ANZ issued convertible subordinated perpetual notes (ANZ Capital Notes) which were offered pursuant to a prospectus dated 10 July 2013. At 11 October 2013 the twenty largest holders of ANZ Capital Notes held 1,735,908 securities, equal to 15.50% of the total issued securities. Name BNP PARIBAS NOMS PTY LTD J P MORGAN NOMINEES AUSTRALIA LIMITED 1 UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD 2 3 NAVIGATOR AUSTRALIA LTD 4 CITICORP NOMINEES PTY LIMITED 5 6 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 7 NETWEALTH INVESTMENTS LIMITED 8 NATIONAL NOMINEES LIMITED 9 UCA CASH MANAGEMENT FUND LIMITED 10 NULIS NOMINEES (AUSTRALIA) LIMITED 11 PACIFIC DEVELOPMENT CORPORATION PTY LTD 12 RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 13 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2 14 DIMBULU PTY LTD 15 RANDAZZO C & G DEVELOPMENTS PTY LTD 16 MS YANG YANG 17 SPINETTA PTY LTD 18 AUSTRALIAN MASTERS YIELD FUND NO 5 LIMITED 19 RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 20 ADCO CONSTRUCTIONS PTY LTD Number of securities % of securities 254,925 156,530 138,314 129,070 115,000 107,154 88,153 87,978 78,903 76,973 70,000 54,970 53,271 50,000 50,000 50,000 47,500 45,410 41,757 40,000 2.28 1.40 1.23 1.15 1.03 0.96 0.79 0.78 0.70 0.69 0.62 0.49 0.48 0.45 0.45 0.45 0.42 0.40 0.37 0.36 Total 1,735,908 15.50 DISTRIBUTION Of ANZ C APITAL NOTES HOLDINGS At 11 October 2013 Range of securities 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 Over 100,000 Total Number of holders % of holders Number of securities % of securities 14,301 1,335 89 53 6 15,784 90.60 8.46 0.56 0.34 0.04 4,972,094 3,064,067 730,820 1,532,026 900,993 44.39 27.36 6.53 13.68 8.04 100.00 11,200,000 100.00 At 11 October 2013: There were no holdings of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $102.56 per security). vOTING RIGHTS Of ANZ C APITAL NOTES ANZ Capital Notes do not confer on holders a right to vote at any meeting of members of ANZ. A register of holders of ANZ Capital Notes is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) 214 US Trust Securities Euro Trust Securities On 27 November 2003, the Company issued 750,000 USD non-cumulative Trust Securities (‘US Trust Securities’). For more details on the US Trust Securities refer to page 117. On 13 December 2004, the Company issued 500,000 Euro Floating Rate Non-cumulative Trust Securities (‘Euro Trust Securities’). For more details on the Euro Trust Securities refer to page 119. The US Trust Securities were issued in global form and are registered in the name of Cede & Co as the sole holder. The fully paid preference shares and the unsecured notes that form part of the US Trust Securities are registered in the name of The Bank of New York (Delaware) (as trustee of ANZ Capital Trust II) as the sole holder. The preference shares forming part of the US Trust Securities confer voting rights in the Company in the following limited circumstances: } any proposal to reduce the Company’s share capital; } on a proposal that affects rights attached to the preference shares; } any resolution to approve the terms of a share buy-back agreement; } any proposal for the disposal of the whole of the Company’s property, business and undertaking; } on any proposal to wind up the Company and any matter during the Company’s winding up, and } on all matters on which the holders of ANZ ordinary shares are entitled to vote during a special voting period. A “special voting period” is a period from any dividend payment date where preference share dividends are not paid in full in respect of the immediately preceding semi-annual dividend period or the 24th business day after the failure of Samson Funding Limited to make an interest payment in full on the notes that form part of the US Trust Securities and the Company does not make the payment pursuant to the relevant guarantee or pay an optional dividend on the preference shares within a prescribed time period. On a resolution or proposal on which a preference share holder is entitled to vote, the holder has on a poll one vote per preference share held. The Euro Trust Securities were issued in global form and are registered in the name of The Bank of New York Depositary (Nominees) Limited as the sole holder. The fully paid preference shares and unsecured notes that form part of the Euro Trust Securities are registered in the name of The Bank of New York (as trustee for ANZ Capital Trust III) as the sole holder. The preference shares forming part of the Euro Trust Securities confer voting rights in the Company in the following limited circumstances: } any proposal to reduce the Company’s share capital, other than a resolution to approve a redemption or reduction of capital in connection with the preference shares; } on a proposal that affects rights attached to the preference shares; } any resolution to approve the terms of a share buy-back agreement, other than a resolution to approve a buy-back (other than an on market buy-back) of preference shares; } any proposal for the disposal of the whole of the Company’s property, business and undertaking; } on any proposal to wind up the Company and any matter during the Company’s winding-up; and } on all matters on which the holders of ANZ ordinary shares are entitled to vote during a special voting period. A “special voting period” is a period from any dividend payment date where preference share dividends are not paid in full in respect of the immediately preceding quarterly dividend period or the 24th business day after the failure of ANZ Jackson Funding plc to make an interest payment in full on the notes that form part of the Euro Trust Securities and the Company does not make the payment pursuant to the relevant guarantee or pay an optional dividend on the preference shares within a prescribed time period. On a resolution or proposal on which a preference share holder is entitled to vote, the holder has on a show of hands one vote, and on a poll, one vote per preference share held. SHAREHOLDER INFORMATION 215 ANZ ANNUAL REPORT 2013 Employee Shareholder Information American Depositary Receipts The Group has American Depositary Receipts (ADRs) representing American Depositary Shares (ADSs) that are traded on the over-the-counter securities market “OTC Pink” electronic platform operated by OTC Markets Group Inc. in the United States under the ticker symbol: ANZBY and the CUSIP number: 052528304. With effect from 23 July 2008, the ADR ratio changed from one ADS representing five ANZ ordinary shares to one ADS representing one ANZ ordinary share. The Bank of New York Mellon Corporation (BNY Mellon) is the Depositary for the Company’s ADR program in the United States. Holders of the Company’s ADRs should deal directly with BNY Mellon on all matters relating to their ADR holdings. Registered Depositary Receipt shareholders can sell shares, access account balances and transaction history, find answers to frequently asked questions and download commonly needed forms. To speak directly to a BNY Mellon representative, please call 1-888-BNY-ADRS (1-888-269-2377) if you are calling from within the United States. If you are calling from outside the United States, please call 201-680-6825. You may also send an e-mail inquiry to shrrelations@bnymellon.com or visit the website at www.bnymellon.com/shareowner. In order to comply with the requirements of the ANZ Employee Share Acquisition Plan Rules and the ANZ Share Option Plan Rules, shares or options must not be issued under these Plans if the aggregate number of shares and options that remain subject to the Rules of either Plan exceed 7% of the total number of ANZ shares of all classes on issue (including preference shares). At 30 September 2013 participants under the following plans/schemes held 1.17% (2012: 1.21%) of the total number of ANZ shares of all classes on issue: } ANZ Employee Share Acquisition Plan; } ANZ Employee Share Save Scheme; } ANZ Share Option Plan; } ANZ Directors’ Share Plan; and } ANZ Directors’ Retirement Benefit Plan. Stock Exchange Listings Australia and New Zealand Banking Group Limited’s ordinary shares are listed on the Australian Securities Exchange and the New Zealand Stock Exchange. The Group’s other stock exchange listings include: } Australian Securities Exchange – ANZ Convertible Preference Shares (ANZ CPS1, CPS2 and CPS3) and ANZ Capital Notes [Australia and New Zealand Banking Group Limited]; senior (including covered bonds) and subordinated (including ANZ Subordinated Notes) debt [Australia and New Zealand Banking Group Limited]; } Channel Islands Stock Exchange – Senior debt [ANZ Jackson Funding 4 Limited]; subordinated debt [ANZ Jackson Funding plc]; } London Stock Exchange – Senior (including covered bonds) and subordinated debt [Australia and New Zealand Banking Group Limited]; senior (including covered bonds) debt [ANZ New Zealand (Int’l) Limited]; } Luxembourg Stock Exchange – Subordinated debt [Australia and New Zealand Banking Group Limited]; non-cumulative Trust Securities (Euro Trust Securities) [ANZ Capital Trust III]; } New Zealand Stock Exchange – Senior debt and perpetual callable subordinated notes [ANZ Bank New Zealand Limited]; and } SIX Swiss Exchange – Senior debt (including covered bonds) [Australia and New Zealand Banking Group Limited and ANZ New Zealand (Int’l) Limited]. For more information on the US Trust Securities, Euro Trust Securities, ANZ CPS and ANZ Capital Notes please refer to notes 28 and 29 to the Financial Statements. 216 Shareholder INForMaTIoN (continued) gLOSSARy AASs – Australian Accounting Standards. AASB – Australian Accounting Standards Board. ADIs – Authorised Deposit-taking Institutions. AfS – Available-for-sale financial assets. APRA – Australian Prudential Regulation Authority. Australia division The Australia division comprises Retail and Corporate and Commercial Banking businesses. Retail includes Mortgages, Consumer Cards and Unsecured Lending and Deposits. Corporate and Commercial includes Corporate Banking, Business Banking, Regional Business Banking, Small Business Banking and Esanda. } Retail – Retail Distribution delivers banking solutions to customers via the Australian branch network, ANZ Direct and specialist sales channels. – Retail Products is responsible for delivering a range of products including mortgages, credit cards, personal loans, transaction banking, savings accounts and deposits, using capabilities in product, analytics, customer research, segmentation, strategy and marketing. It also provides online and electronic payment solutions for businesses: - Mortgages provides housing finance to consumers in Australia for both owner occupied and investment purposes. - Cards and Payments provides consumer and commercial credit cards, personal loans and merchant services. - Deposits provides transaction banking, savings and investment products, such as term deposits and cash management accounts. } Corporate and Commercial Banking – Corporate Banking provides traditional relationship banking and sophisticated financial solutions to corporate businesses, including largely privately owned companies in the mid-market business segment. – Business Banking provides a full range of banking services, including risk management, to metropolitan based small to medium sized business clients with a turnover of up to A$125 million. – Regional Business Banking provides a full range of banking services to personal customers and to small business and agribusiness customers in rural and regional Australia. – Small Business Banking provides a full range of banking services for metropolitan-based small businesses in Australia with lending up to A$1 million. – Esanda provides motor vehicle and equipment finance and investment products. ANZ ANNUAL REPORT 2013 Cash profit is a measure of profit which is prepared on a basis other than in accordance with accounting standards. Cash profit represents a measure of the result of the ongoing business activities of the Group, enabling shareholders to assess Group and Divisional performance against prior periods and against peer institutions. To calculate cash profit, the Group excludes items from statutory net profit as set out below. These items are calculated consistently period on period so as not to discriminate between positive and negative adjustments. Gains and losses are adjusted where they are significant, or have the potential to be significant in any one period, and fall into one of three categories: 1. non-core gains and losses included in earnings arising from changes in tax, legal, accounting legislation or other non-core items not associated with the ongoing operations of the Group; 2. treasury shares, revaluation of policy liabilities, economic hedging impacts and similar accounting items that represent timing differences that will reverse through earnings in the future; and 3. accounting reclassifications between individual line items that do not impact reported results, such as policyholder tax gross up. The adjustments made in arriving at cash profit are included in statutory profit which is subject to audit within the context of the Group statutory audit opinion. Cash profit is not subject to audit by the external auditor however, the external auditor has informed the Audit Committee that the adjustments have been determined on a consistent basis across each period presented. Collective provision is the provision for credit losses that are inherent in the portfolio but not able to be individually identified. A collective provision may only be recognised when a loss event has already occurred. Losses expected as a result of future events, no matter how likely, are not recognised. Covered Bonds are bonds issued by an ADI to external investors secured against a pool of the ADI’s assets (the cover pool) assigned to a bankruptcy remote special purpose entity. The primary assets forming the cover pool are mortgage loans. The mortgages remain on the issuer’s balance sheet. The covered bond holders have dual recourse to the issuer and the cover pool assets. The mortgages included in the cover pool cannot be otherwise pledged or disposed of but may be repurchased and substituted in order to maintain the credit quality of the pool. The Group issues covered bonds as part of its funding activities. Credit equivalent represents the calculation of on-balance sheet equivalents for market related items. Customer deposits represent term deposits, other deposits bearing interest, deposits not bearing interest and borrowing corporations debt excluding securitisation deposits. gLOSSARy 217 ANZ ANNUAL REPORT 2013 gLOSSARy (continued) Global wealth The Global Wealth division comprises Funds Management, Insurance and Private Banking which provides investment, superannuation, insurance products and services as well as Private Banking for customers across Australia, New Zealand and Asia } Global Private Banking specialises in assisting individuals and families to manage, grow and preserve their wealth. The businesses within Private Banking & Other Wealth include Private Bank, ANZ Trustees, E*Trade, Investment Lending, Super Concepts and Other Wealth. } funds Banking Management and Insurance includes OnePath Group (in Australia and New Zealand), ANZ Financial Planning, ANZ General insurance, Lender’s Mortgage Insurance and Online Investment Account. Global Technology, Services and Operations comprises Global Services & Operations, Group Technology and Group Centre. Group Centre includes Group Human Resources, Group Risk, Group Strategy, Group Corporate Affairs, Group Corporate Communications, Group Treasury, Global Internal Audit, Group Finance, Group Marketing, Innovation and Digital, Shareholder Functions and discontinued businesses. IfRS – International Financial Reporting Standards. Impaired assets are those financial assets where doubt exists as to whether the full contractual amount will be received in a timely manner, or where concessional terms have been provided because of the financial difficulties of the customer. Financial assets are impaired if there is objective evidence of impairment as a result of a loss event that occurred prior to the reporting date, and that loss event has had an impact, which can be reliably estimated, on the expected future cash flows of the individual asset or portfolio of assets. Impaired commitments and contingencies comprise undrawn facilities and contingent facilities where the customer’s status is defined as impaired. Impaired loans comprises drawn facilities where the customer’s status is defined as impaired. Income includes external interest income, funds management and insurance income, share of associates’ profit and other external operating income. Individual provision charge is the amount of expected credit losses on financial instruments assessed for impairment on an individual basis (as opposed to on a collective basis). It takes into account expected cash flow over the lives of those financial instruments. International and Institutional Banking division The International and Institutional Banking division comprises Global Institutional, Transaction Banking, Global Markets, Global Loans, Retail Asia Pacific and Asia Partnerships business units, together with Relationship & Infrastructure. } Global Institutional provides global financial services to government, corporate and institutional clients with a focus on solutions for clients with complex financial needs based on a deep understanding of their businesses and industries with particular expertise in natural resources, agriculture and infrastructure. Institutional delivers transaction banking, specialised lending and markets solutions in Australia, New Zealand, Asia Pacific, Europe and America. This includes: – Transaction Banking provides working capital solutions including deposit products, cash transaction banking management, trade finance, international payments, and clearing services principally to institutional and corporate customers. – Global Markets provides risk management services to corporate and institutional clients globally in relation to foreign exchange, interest rates, credit, commodities, debt capital markets, wealth solutions and equity derivatives. Global Markets provides origination, underwriting, structuring and risk management services, advice and sale of credit and derivative products globally. Global Markets also manages the Group’s interest rate risk position and liquidity portfolio. – Global Loans provides term loans, working capital facilities and specialist loan structuring. It provides specialist credit analysis, structuring, execution and ongoing monitoring of strategically significant customer transactions, including project and structured finance, debt structuring and acquisition finance, loan product structuring and management, structured asset and export finance. } Retail Asia Pacific provides retail and small business banking services to customers in the Asia Pacific region and also includes investment and insurance products and services for Asia Pacific customers. } Asia Partnerships which is a portfolio of strategic partnerships in Asia. This includes investments in Indonesia with PT Bank Pan Indonesia, in the Philippines with Metrobank Cards Corporation, in China with Bank of Tianjin and Shanghai Rural Commercial Bank, in Malaysia with AMMB Holdings Berhad and in Vietnam with Saigon Securities Incorporation. } Relationship & Infrastructure includes client relationship management teams for global institutional and financial institution and corporate customers in Australia and Asia, corporate advisory and central support functions. Relationship and infrastructure also includes businesses within IIB which are discontinued. 218 Operating expenses includes personnel expenses, premises expense and other operating expenses (excluding the provision for impairment of loans and advances charge). Operating income includes net interest income, funds management and insurance income, share of associates’ profit and other operating income. Regulatory deposits are mandatory reserve deposits lodged with local central banks in accordance with statutory requirements. Return on asset ratio include net intra group assets. Repo discount is a discount applicable on the repurchase by a central bank of an eligible security pursuant to a repurchase agreement. Restructured items comprise facilities in which the original contractual terms have been modified for reasons related to the financial difficulties of the customer. Restructuring may consist of a reduction of interest, principal or other payments legally due, or an extension in maturity materially beyond those typically offered to new facilities with similar risk. Segment revenue includes net interest income, share of associates’ profit and other operating income. Sub-standard assets are customers that have demonstrated some operational and financial instability, with variability and uncertainty in profitability and liquidity projected to continue over the short and possibly medium term. Total advances include gross loans and advances and acceptances less unearned income (for both as at and average volumes). Loans and advances classified as available-for-sale are excluded from total advances. Net interest margin is net interest income as a percentage of average interest earning assets. Net interest spread is the average interest rate received on interest earning assets less the average interest rate paid on interest bearing liabilities. Non-assessable interest income is grossed up to the equivalent before tax amount for the purpose of these calculations. Net loans and advances include gross loans and advances and acceptances and capitalised brokerage/mortgage origination fees, less unearned income and provisions for credit impairment. Net non-interest bearing items, which are referred to in the analysis of interest spread and net interest average margin, includes shareholders’ equity, impairment of loans and advances, deposits not bearing interest and other liabilities not bearing interest, offset by premises and equipment and other non-interest earning assets. Non-performing loans are included within interest bearing loans, advances and bills discounted. Net tangible assets equals share capital and reserves attributable to shareholders of the Group less preference share capital and unamortised intangible assets (including goodwill and software). New Zealand division The New Zealand division comprises Retail and Commercial business units, and Operations and Support which includes the central support functions (including Treasury funding). } Retail – Includes Mortgages, Credits Cards and Unsecured Lending to personal customers in New Zealand. } Commercial – Commercial & Agri provides financial solutions through a relationship management model for medium-sized businesses, including agri-business, with a turnover of up to NZ$150 million. Asset Finance (including motor vehicle and equipment finance), operating leases and investment products are provided under the UDC brand. – Small Business Banking provides a full range of banking services to small enterprises, typically with turnover of less than NZ$5 million. gLOSSARy 219 ANZ ANNUAL REPORT 2013 ALPHAbETICAL INDEx Assets Charged as Security for Liabilities and Collateral Accepted as Security for Assets Associates Available-for-sale Assets Average Balance Sheet and Related Interest Balance Sheet Bonds and Notes Capital Adequacy Capital Management Cash Flow Statement Chairman’s Report Chief Executive Officer’s Report Commitments Compensation of Auditors Controlled Entities Corporate Governance Credit Related Commitments, Guarantees, Contingent Liabilities and Contingent Assets Critical Estimates and Judgements Used in Applying Accounting Policies Deposits and Other Borrowings Derivative Financial Instruments Directors’ Declaration and Responsibility Statement Directors’ Report Dividends Due from Other Financial Institutions Due to Other Financial Institutions Earnings per Ordinary Share Employee Share and Option Plans Events Since the End of the Financial Year Exchange Rates Expenses Fair Value of Financial Assets and Financial Liabilities Fiduciary Activities Financial Highlights Financial Statements Financial Risk Management Five Year Summary Glossary 110 Goodwill and Other Intangible Assets 106 Impaired Financial Assets 72 Income Statements 94 Income Tax Expense 113 Income Tax Liabilities 91 Income 188 Independent Auditor’s Report 207 Interest Spreads and Net Interest Average Margins 178 Key Management Personnel Disclosures 182 Life Insurance Business 97 Liquid Assets 116 Loan Capital 155 Maturity Analysis of Assets and Liabilities 105 Net Loans and Advances 159 Notes to the Cash Flow Statements 78 Notes to the Financial Statements 12 Operating and Financial Review 111 Other Assets 114 Payables and Other Liabilities 111 Premises and Equipment 191 Principal Risks and Uncertainties 106 Provision for Credit Impairment 114 Provisions 28 Remuneration Report 120 Reserves and Retained Earnings 163 Transfers of Financial Assets 156 Segment Analysis 118 Share Capital 210 Shareholder Information 108 Shares in Controlled Entities and Associates 78 Significant Accounting Policies 76 Statement of Changes in Equity 73 Statement of Comprehensive Income Superannuation and Other Post Employment Benefit Schemes 168 200 Supplementary Information 109 Tax Assets 97 Trading Securities 182 Transactions with Other Related Parties 124 162 104 204 74 115 200 121 75 6 7 164 93 161 51 165 89 113 97 187 8 95 97 112 96 173 186 186 92 147 164 5 72 125 190 217 220 HANdy CoNTACTS ReGISteReD oFFICe ANZ Centre Melbourne Level 9, 833 Collins Street docklands VIC 3008 Australia Telephone +61 3 9273 5555 Facsimile +61 3 8542 5252 Company Secretary: John Priestley InVeStoR RelAtIonS Level 10, 833 Collins Street docklands VIC 3008 Australia Telephone +61 3 8654 7682 Facsimile +61 3 8654 8886 Email: investor.relations@anz.com Website: shareholder.anz.com Group General Manager Investor Relations: Jill Craig CoRpoRAte AFFAIRS Level 10, 833 Collins Street docklands VIC 3008 Australia Telephone +61 3 8654 3276 Facsimile +61 3 8654 8886 Group General Manager Corporate Affairs: Gerard Brown IMPoRTANT dATES FoR SHAREHoLdERS* event Date Interim Results Announcement 1 May 2014 Interim dividend Ex-date 8 May 2014 Interim dividend Record date 14 May 2014 Interim dividend Payment date 1 July 2014 Annual Results Announcement 31 october 2014 Final dividend Ex-date 6 November 2014 Final dividend Record date 12 November 2014 Final dividend Payment date 16 december 2014 SHARE REGISTRAR AuStRAlIA Computershare Investor Services Pty Ltd GPo Box 2975 Melbourne VIC 3001 Australia Telephone 1800 11 33 99 (Within Australia) +61 3 9415 4010 (International Callers) Facsimile +61 3 9473 2500 anzshareregistry@computershare.com.au neW ZeAlAnD Computershare Investor Services Limited Private Bag 92119 Auckland 1142 New Zealand Telephone 0800 174 007 Facsimile +64 9 488 8787 unIteD KInGDoM Computershare Investor Services plc The Pavilions Bridgwater Road Bristol BS99 6ZZ United Kingdom Telephone +44 870 702 0000 Facsimile +44 870 703 6101 unIteD StAteS BNy Mellon depositary Receipts P.o. Box 43006 Providence, RI 02940-3006 Callers outside USA: 201-680-6825 Callers within USA (toll free): 1-888-269-2377 (1-888-BNy-AdRS) Email: shrrelations@bnymellon.com www.bnymellon.com/shareowner oUR INTERNATIoNAL PRESENCE } Australia } New Zealand } Asia – Cambodia, China, Hong Kong, India, Indonesia, Japan, Korea, Laos, Malaysia, Myanmar, the Philippines, Singapore, Taiwan, Thailand, Vietnam Annual General Meeting 18 december 2014 } Europe and United Kingdom * If there are any changes to these dates, the Australian Securities Exchange will be notified accordingly. } Pacific – American Samoa, Cook Islands, Fiji, Guam, Kiribati, New Caledonia, Papua New Guinea, Samoa, Solomon Islands, Timor-Leste, Tonga, Vanuatu } Middle East } United States of America Australia and New Zealand Banking Group Limited ABN 11 005 357 522

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