Australia and New Zealand Banking Group
Annual Report 2017

Plain-text annual report

2017 ANNUAL REPORT WE WANT OUR CUSTOMERS TO VALUE US AND THE COMMUNITY TO TRUST US. FOR THIS TO HAPPEN WE KNOW THAT THINGS NEED TO CHANGE AT ANZ. Cover story — Latrobe Valley Bus Lines Rhonda Renwick and her dedicated team at Latrobe Valley Bus Lines are rolling out new buses that are at the leading edge of transport technology in Australia. Since 2015 Latrobe Valley Bus Lines has been investing in low emission technologies which improve the efficiency and environmental impact of its buses. The newest vehicles in the fleet have been designed to dramatically reduce particulate emissions in the atmosphere. Latrobe Valley Bus Lines has been trialling new hybrid technology and will introduce eight new hybrid vehicles into the fleet over the next three years. As the company focuses on its mission of helping the community, and providing the highest quality and safest service for its customers and employees, it has benefitted from its long-term relationship with ANZ. “ANZ’s proactive team has a genuine understanding of our business goals, providing flexibility along with competitive banking options,” Rhonda explains. Rhonda Renwick, Managing Director We are proud to be supporting a business like Latrobe Valley Bus Lines — a Certified B Corporation — which shares our commitment to helping communities thrive. It supports local manufacturing, is dedicated to fostering an inclusive and safe workplace and promotes a number of grassroots community organisations. CONTENTS Our 2017 Reporting Suite 2017 Highlights Chairman's Message CEO's Message About our Business Our Strategy Our Performance Governance 2 3 4 6 8 10 12 14 24 Our Approach to Risk Management Remuneration Report Directors' Report Auditor’s Independence Declaration Financial Report Shareholder Information Glossary Contacts 34 36 62 64 65 161 169 171 ANZ 2017 ANNUAL REPORT OUR 2017 REPORTING SUITE OUR 2017 REPORTING SUITE Stakeholder expectations of corporate reporting are changing and we need to respond. We recognise that stakeholders want a more holistic understanding of how we are creating value over time — beyond the short or medium-term — and the opportunities and challenges impacting our future. A strong financial performance each year, while critical to the success of the bank, is not of itself the whole story and reflects little about who we are as an organisation and the role we play in society. Our core reporting suite includes: This report, our 2017 Annual Report, which describes our strategy, our performance against that strategy and in light of that performance how we remunerated our Senior Executives. Our 2017 Annual Review which concisely describes how we manage our business, including the way in which we incorporate social and environmental considerations into our decision- making. It draws on aspects of the International Integrated Reporting Framework. Our Corporate Governance Statement which discloses the extent to which ANZ has complied with the ASX Corporate Governance Council’s ‘Corporate Governance Principles & Recommendations — 3rd edition’. We also provide our Principal Risks and Uncertainties. Both are available at anz.com/corporategovernance. Our 2017 ANZ Corporate Sustainability Review which informs stakeholders about our performance against our material social, environmental and economic opportunities and challenges. We will continue to evolve and improve our reporting suite over the coming years and therefore welcome feedback on this report. Please address any questions, comments or suggestions to investor.relations@anz.com. ANZ's 2017 reporting suite also includes the following documents available at shareholder.anz.com: • News Release • Results Presentation and Investor Discussion Pack • Results Announcement • The Company 2017 Financial Report • UK DTR Submission – Principal Risks and Uncertainties • APS 330 Pillar III Disclosure at 30 September 2017 1. 2017 Annual Review anz.com/annualreport 2. 2017 Corporate Governance Statement anz.com/corporategovernance 3. 2017 ANZ Corporate Sustainability Review anz.com/cs 2. 3. 1. 3 ANZ 2017 ANNUAL REPORT 2017 HIGHLIGHTS $6.9 BNcash profit1 $131M in community investment (includes foregone revenue)3 $3,415M taxes paid2 11.9 %cash return on equity1 20% reduction in Greenhouse Gas emissions4 496,900+ people reached through our financial education program MoneyMinded5 1. Cash profit excludes non-core items included in statutory profit and is provided to assist readers in understanding the result of the ongoing business activities of the Group. 2. Total taxes borne by the Group, includes unrecovered GST/VAT, employee related taxes and other taxes. 3. Figure includes foregone revenue of $107 million, being the cost of providing low or fee-free accounts to a range of customers such as government benefit recipients, not-for-profit organisations and students. 4. From premises energy against a 2013 baseline. 5. This is the estimated number of people who have benefited from ANZ’s MoneyMinded financial education program since 2003. 4 “ THE MARKETPLACE GAVE VISITORS A CHANCE TO LEARN ABOUT THE IMPORTANT JOB OUR LOCAL FARMERS DO IN PRODUCING OUR FOOD” — Christine Linden, General Manager, Regional Business Banking, ANZ During the year we held a Regional Marketplace at our head office in Docklands, where staff and visitors had the opportunity to sample and purchase the produce of several of our Victorian and Tasmanian customers. 11.9 160 CENTS fully franked dividend for FY17 2017 HIGHLIGHTS 113,127 hours volunteered by employees 250 people employed from under-represented groups6 NET PROFIT AFTER TAX $M NET PROFIT AFTER TAX (Cash1) $M PROFIT BEFORE PROVISIONS AND INCOME TAX (Cash1) $M 11,041 10,155 NET LOANS AND ADVANCES7 $BN 575.9 580.3 CUSTOMER DEPOSITS7 $BN 467.6 449.6 6,406 5,709 6,938 5,889 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 $6.9 BN funded and facilitated in low carbon and sustainable solutions since 2015 12% 18% 9% 1% 4% 6. Includes Aboriginal and Torres Strait Islander people, people with a disability and refugees. 7. Includes assets and liabilities held for sale. 5 ANZ 2017 ANNUAL REPORT CHAIRMAN’S MESSAGE DAVID GONSKI, AC In 2017 ANZ produced good results for shareholders, our customers and the communities in which we operate. Financial Outcomes Our statutory profit was $6.4 billion, up 12%. Cash profit (which excludes non-core items from statutory profit) was $6.9 billion, up 18%. The final dividend of 80 cents per share brought the total dividend for the year to 160 cents per share fully franked, unchanged compared to 2016. This reflects a dividend payout ratio of 68% of Cash Profit with $4.6 billion in dividends paid to shareholders, moving ANZ closer to our target fully franked payout ratio of 60-65% of cash profit. Rapid economic, technological and social changes are a hallmark of the world we live in. As one of the region’s major banks, we have a clear strategy, which is being supported by bold action, to make sure ANZ is fit and ready for this future. In 2017 we made good progress to becoming a better balanced, better capitalised and more efficient bank. This has seen the new shape of ANZ emerge. Our retail and commercial businesses in Australia and New Zealand now account for 53% of our capital, up from 44% at the end of 2015. Our Common Equity Tier One capital ratio reached 10.6% at the end of the year and our cost base has reduced in absolute terms with annual costs down for the first time since 1999. Community Engagement Banks are facing significant challenges to re-establish the trust of the community. We need to own up to our mistakes and swiftly make things right. We have been slower than the community expects to be more transparent, to listen and to treat our customers fairly and responsibly. What is particularly pleasing about 2017 is we have not only delivered better outcomes for shareholders, we are also making genuine progress in delivering better outcomes for customers and in rebuilding community trust. This has been supported by the establishment of the Responsible Business Committee, led by the Chief Executive Shayne Elliott, and the revision of the charter for the Environment, Sustainability and Governance Board Committee (ESG). The aim of both Committees is to advance ANZ’s core purpose and increase focus on ESG issues. We have committed to support the Australian Bankers’ Association Better Banking initiatives and to implementing the 21 recommendations from Stephen Sedgwick’s independent review of product sales commissions and product-based payments in Australian retail banking. The Board and the CEO are overseeing the implementation of the recommendations, with management providing regular program updates to the Board Human Resources Committee. 6 CHAIRMAN’S MESSAGE “ IN 2017 WE MADE GOOD PROGRESS TO BECOMING A BETTER BALANCED, BETTER CAPITALISED AND MORE EFFICIENT BANK. WE PAID OUT $4.6 BILLION IN DIVIDENDS.” All recommendations are expected to be met within intended timeframes, with progress this year including; Branch and Contact Centre staff incentive plans being changed to balanced scorecard plans, creating a strong alignment between performance management and incentive rewards. All roles in the scope of the Sedgwick review are on track to have the financial objective weighting in scorecards at less than 33% for FY18 and staff recognition programs that were focused on recognising and rewarding sales outcomes have also been changed or closed. We are also working actively with the industry as part of the Combined Industry Forum in relation to responding to the Sedgwick recommendations for third parties and ASIC’s proposals for mortgage broking. We have also delivered a range of initiatives for customers to make banking fairer and simpler. For example, in Australia we have introduced a lower interest rate credit card and removed ATM fees. We still have much to do to rebuild community trust, however we know we need to change and we are changing. The Board is pleased with what has been achieved in 2017 and take this opportunity of thanking all of the employees of ANZ for their hard work and dedication. Outlook We expect the revenue growth environment for banking will continue to be constrained as a result of intense competition and the effect of regulation, including the full impact of the major bank levy in Australia. This environment is not new to us and our strategy is ensuring we focus only on those areas where we can deliver exceptional customer outcomes, solve real customer needs and, in doing so, make a decent return for our shareholders. As a result, ANZ’s capital position has improved significantly and we already meet APRA’s ‘unquestionably strong’ 2020 capital target. In 2018, as we receive the proceeds from the already announced divestment of non-core businesses, we will have the flexibility to consider capital management initiatives. As we continue to deliver the benefits of our strategy, we are well positioned to create value for our shareholders, customers, employees and the community in 2018 and beyond. David Gonski, AC Chairman 7 ANZ 2017 ANNUAL REPORT CEO’S MESSAGE SHAYNE ELLIOTT Two years ago it was clear that we needed to reshape ANZ’s future. We had a strong and successful business, however in recent times the external environment was changing faster than we were and our customers, the community and our shareholders expected much more from us. Our strategy To ensure ANZ adapted more quickly, we simplified our strategy to focus on being the best bank for people who want to buy and own a home, and for people who want to start, run and grow a business. In Institutional Banking, we want to be the best bank in the world for customers who move goods and money around the Asia-Pacific region. This allowed us to focus our resources on opportunities where we have a competitive advantage and can win. However, we have also made some difficult calls. Some say the essence of strategy is choosing what not to do. We have chosen to sell businesses or investments where we were not in a winning position or developing our ANZ brand, or where they added unnecessary complexity and risk. This has included the divestment of our pensions and investments business in Australia, our retail and wealth businesses in six Asian countries, UDC asset finance in New Zealand, and our minority investments in China’s Shanghai Rural Commercial Bank and Metrobank Card Corporation in the Philippines. These choices have also involved a significant reshaping of our Institutional Banking business as part of improving the capital allocation and improving returns. This year it has involved a further $18 billion reduction in Credit Risk Weighted Assets, bringing the total reduction since September 2015 to $46 billion or 27%. We are also focusing on a smaller number of customers who most value our capabilities and our network, including our presence in Asia. Today, we are at the mid-point of executing a multi-year transformation of ANZ and I am pleased to report that 2017 has seen better outcomes for shareholders and genuine progress in delivering better outcomes for customers and in rebuilding community trust. Customers and the Community For customers our progress includes initiatives to make banking fairer and simpler supported by an increased emphasis on innovation. For example, we extended our mobile payments leadership, established with Apple PayTM and Android PayTM, with the launch of Samsung Pay and FitBitTM Pay. Mobile payments are also important for small business and we introduced BladePayTM to support this growing opportunity. We also believe in the value of voice-activated transactions and launched MyVoice identity and security solutions in Australia and New Zealand. 8 CEO’S MESSAGE “ I WANT US TO BE KNOWN AS A COMPANY THAT’S RESPECTED FOR BEING FAIR AND BALANCED IN THE WAY WE THINK ABOUT ISSUES AND FOR TAKING ACTION TO MEET THE EXPECTATIONS OF OUR CUSTOMERS, EMPLOYEES AND SOCIETY.” • Increase digitisation. Focusing on mobile and voice solutions for customers. • Culture. Building a stronger sense of core purpose, ethics and fairness, and investing in people who can sense and navigate the rapidly changing world. ANZ today is leaner, stronger and fitter; better placed to manage the changing environment while still investing in new capabilities to deliver long-term sustainable earnings growth. We could not have achieved so much in 2017 without the sustained effort and dedication of our people, and I thank them all for their contribution. Shayne Elliott CEO We are also rebuilding trust through a focus on our core purpose: to help shape a world where people and communities thrive. We invested more than $131 million in the communities in which we operate and I am particularly proud of the impact our financial education and employment programs are having in terms of creating opportunities for more people to participate socially and economically. We are focused on creating the right culture to support our strategy. The way in which we treat our stakeholders is reinforced by our values. Our values – the behaviours expected of our people – are not just words on a page. They are embedded in how we do things like how we manage and reward our people’s performance. They are also used as a foundation for good decision making and embedded in our operating rhythm, for example, across our Australian Branch Network. We took a positive and proactive stance at our appearances before the Australian Parliament. We have made product, fee and rate changes to benefit customers and the community and everyone in the senior management team has spent more time in branches, call centres and regional and rural areas talking to our customers and the community. Looking ahead, we are seeking to deliver value to all our stakeholders through four factors: • Simplicity and focus. Choosing a few things to do, doing them extremely well and stopping everything else. • Speed to market. Listening to customers, testing, developing and launching solutions quickly and repeating at pace. 9 ABOUT OUR BUSINESS OUR PURPOSE Our purpose is to help shape a world in which people and communities thrive. That means striving to create a balanced, sustainable society in which everyone can take part and build a better life. OUR CORPORATE SUSTAINABILITY FRAMEWORK Our Corporate Sustainability Framework supports our business strategy and is aligned with the bank’s purpose. The Framework has three key areas of focus: • Sustainable Growth • Social and Economic Participation • Fair and Responsible Banking OUR CULTURE AND VALUES Our values are the foundation of how we work and how we bank. We recognise that we must live our values every day if we are to execute our strategy successfully and earn back the community’s trust. To support our strategic priority to drive a purpose and values-led transformation of the bank, this year we refreshed our values with input from more than 1,000 employees. Our values, which include a strong focus on speaking up and respectfully disagreeing, are supported by our Code of Conduct and Ethics. It is a requirement that all employees comply with the Code, which contains eight guiding principles and sets the standards for the way we do business at ANZ. We care about: INTEGRITY SUSTAINABLE GROWTH FAIR AND RESPONSIBLE BANKING SHAPE A WORLD WHERE PEOPLE AND COMMUNITIES THRIVE SOCIAL AND ECONOMIC PARTICIPATION COLLABORATION ACCOUNTABILITY RESPECT EXCELLENCE 10 1010 ANZ 2017 ANNUAL REPORT ABOUT OUR BUSINESS Founded in 1835 and headquartered in Australia, we provide banking and financial products and services to individual and business customers, operating across 34 markets. OUR DIVISIONS Our business is structured across the following divisions: Australia: comprises the Retail and the Corporate and Commercial Banking business units, providing a full range of banking services. Institutional: services global institutional and business customers located in Australia, New Zealand, Asia, Europe, America, Papua New Guinea and the Middle East across three product sets: Transaction Banking, Loans & Specialised Finance and Markets. New Zealand: comprises the Retail (including wealth management services) and Commercial business units providing a full range of banking services. Wealth Australia: provides investment, superannuation, insurance and financial advice services. Asia Retail & Pacific: comprises the Asia Retail and Pacific business units, connecting customers to specialists for their banking needs. Digital banking: leads the strategic development and delivery of a superior digital experience for the bank’s customers and staff. These divisions are supported by Group-wide functions including Technology, Services & Operations and Group Centre. OUR INTERNATIONAL PRESENCE Australia New Zealand International ~8 million Retail, commercial and instituitional customers 44,896 Full-time equivalent employees $86.9 billion Market capitalisation 520,000+ Shareholders. 58% 1 of ANZ’s shares are held by Institutional investors and the remaining 42%1 by Retail investors. 1. Based on beneficial ownership. EARNING COMPOSITION BY GEOGRAPHY New Zealand $1,740 million Australia $4,617 million International $581 million Asia Cambodia, China, Hong Kong, India, Indonesia, Japan, Laos, Malaysia, Myanmar, the Philippines, Singapore, South Korea, Taiwan, Thailand, Vietnam Pacific American Samoa, Cook Islands, Fiji, Guam, Kiribati, New Caledonia, Papua New Guinea, Samoa, Solomon Islands, Timor-Leste, Tonga, Vanuatu Europe France, Germany, United Kingdom Middle East U.A.E. (Dubai) United States of America 11 ANZ is listed on the Australian Securties Exchange (ASX) with a secondary listing on the New Zealand Exchange (NZX). OUR STRATEGY OUR STRATEGY IS FOCUSED ON BECOMING SIMPLER, BETTER BALANCED AND MORE SERVICE-ORIENTED TO HELP PEOPLE AND BUSINESSES RESPOND TO A CHANGING WORLD. Successful execution of our strategy will deliver consistently strong results for our shareholders, achieving a balance between growth and return, short and long-term results and financial and social impact. CREATE A SIMPLER, BETTER CAPITALISED, BETTER BALANCED AND MORE AGILE BANK FOCUS OUR EFFORTS ON AREAS WHERE WE CAN CARVE OUT A WINNING POSITION FY17 PROGRESS FY17 PROGRESS • Established banking relationships with ~250,000 net new retail customers in Australia and New Zealand. • In Australia, we strengthened our number 3 home loan market share position, introduced First Home Buyer coaches, and for the first time home loan accounts exceeded 1 million. • In New Zealand, we maintained our number 1 market share position in home loans, held a leading position in overall brand consideration1 (at 51%) and increased our Retail Net Promotor Score2. • Grew small business deposits by 9% in Australia and commercial deposits by 6% in New Zealand. Simpler bank: • Continued to reshape and simplify the organisation, reducing full-time equivalent staff by 4%, including 6% reduction in senior management. • Reduced total costs in absolute terms, down year on year for the first time since 1999. Better capitalised: • Increased Common Equity Tier 1 capital by 96 basis points to 10.6%. • Generated 229 basis points of organic capital, primarily driven by earnings growth and reduction in the Group’s Risk Weighted Assets (RWA). Better balanced: • Further rebalanced the portfolio, with capital allocated to Retail and Commercial in Australia and New Zealand increasing by 9% to 53% since 2015. • Improved risk adjusted returns in Institutional, through a combination of $18 billion reduction in credit RWA and improvement in earnings composition of markets, transaction banking and lending. • Progressed the sale of non-core businesses and minority investments, expected to deliver an estimated 80 basis points of capital once complete. FY18 PRIORITIES FY18 PRIORITIES • Complete transactions in train and further progress the sale of non-core businesses and minority investments. • Continue repositioning the Institutional business, targeting further RWA reductions and improved returns. • Deliver a step-change in our cost structure. • Run the bank prudently, balancing growth, return and risk. • Maintain momentum in our home loan and small business franchises to deliver consistent, above-system growth in a cautious and responsible way. • Build Home Owner and Small Business Ecosystems to engage customers and improve the customer proposition and drive new revenue streams. • Build our Institutional’s regional trade, cash management and markets platforms. • Build a platform that makes payments easier, cheaper and more integrated for individuals and organisations. 1. Source: McCulley Research Brand Tracking (online survey, first choice or seriously considered); six month rolling average. 2. Retail Market Monitor, Camorra Research, Sep'16 & Sep'17 (monthly). 12 ANZ 2017 ANNUAL REPORT OUR STRATEGY “ WITH ANZ, WE’VE FOUND A MORE PERSONALISED APPROACH. THEY’RE INTERESTED IN US BOTH AS PEOPLE, AND AS A GROWING BUSINESS.” — Kathy Grant Kathy Grant and Justin Davenport, Lux Design Group — clothing designers, wholesalers, importers and manufacturers. DRIVE A PURPOSE AND VALUES-LED TRANSFORMATION OF THE BANK FY17 PROGRESS BUILD A SUPERIOR EVERYDAY EXPERIENCE FOR CUSTOMERS AND OUR PEOPLE TO COMPETE IN THE DIGITAL AGE FY17 PROGRESS • Established CEO-led Responsible Business Committee and revised Charter of Environment, Sustainability and Governance Board Committee to advance ANZ’s purpose and increase focus on ESG issues. • The only Australian major bank to offer payment options across Apple PayTM, Apple Watch Pay, Android PayTM, Samsung Pay and FitBitTM Pay — backed by the ability to make high-value transactions easier with the introduction of voice biometrics. • Contributed $131 million in community investment supported • Expanded accessibility features for ANZ Visa Debit cards including by 113,127 community volunteering hours by employees. • Engaged our people and continued to build positive advocacy for ANZ and the industry through ‘The ANZ Way’, focusing on ANZ’s purpose, strategy, refreshed values and Code of Conduct. • Introduced a new ‘balanced scorecard’ incentive plan in our branches and retail banking contact centres, increasing the weighting to good customer outcomes, and established a new role of Customer Fairness Advisor. • Implemented key priorities of our revised Human Rights Standards, including strengthened customer due diligence and employee training. features to assist customers with visual impairment and reading difficulties. • Acquired online property site RealAs to bolster our digital offering in Australia’s property market. • Added to small business product offerings through our Employment Hero partnership while adding payments capability with BladePayTM and FastPay® Next Generation. FY18 PRIORITIES FY18 PRIORITIES • Act boldly and aligned with our purpose to re-engage with • Simplify and standardise our technology landscape in support the community, regain trust and differentiate ANZ. of our ambitions. • Embed our values and 'New Ways of Leading' with all leaders across the bank. • Continue to change the way we communicate internally • Introduce 'New Ways of Working', to more rapidly deliver valuable new features and services to our customers, engage our people and attract new talent. to create a more transparent, open culture. • Build the skills required to develop compelling customer propositions, unlock the value of data and optimise our core processes. • Better utilise data to strengthen relationships, grow revenue and improve risk management. 13 OUR PERFORMANCE GROUP PERFORMANCE Return on Equity – cash (%) Cost to Income – cash (%) Common Equity Tier 1 (%) 10.3% 11.9% 50.7% 46.1% 9.6% 10.6% 2016 2017 2016 2017 2016 2017 Earnings per Share – cash (cents) Liquidity Coverage Ratio (%) APRA Leverage Ratio (%) 202.6 237.1 2016 2017 126% 2016 135% 2017 5.3% 2016 5.4% 2017 Statutory net profit after tax for the year ended 30 September 2017 increased 12% on the prior year to $6,406 million. Statutory return on equity is 11.0% and statutory earnings per share is 220.1 cents, an increase of 11% on prior year. The table below presents our performance on a statutory and cash basis. Income Statement Net interest income Other operating income Operating income Operating expenses Profit before credit impairment and income tax Credit impairment charge Profit before income tax Income tax expense and non-controlling interests Profit 2017 Statutory $m 14,872 5,401 20,273 (9,448) 10,825 (1,198) 9,627 (3,221) 6,406 Cash $m 14,872 5,617 20,489 (9,448) 11,041 (1,199) 9,842 (2,904) 6,938 2016 Statutory $m 15,095 5,451 20,546 (10,439) 10,107 (1,929) 8,178 (2,469) 5,709 Cash $m 15,095 5,499 20,594 (10,439) 10,155 (1,956) 8,199 (2,310) 5,889 WHY WE USE CASH PROFIT TO EXPLAIN THE GROUP’S FINANCIAL PERFORMANCE We use non-IFRS metrics to manage our business. In general, they capture items that can be controlled by management and reflect our business activities. We use these metrics internally to set targets and incentivise our Senior Executives and leaders through our remuneration plans. In addition, we believe focusing on underlying operations is particularly important as we continue to strategically reposition ourselves to create a simpler, better capitalised, better balanced and more agile bank. Since 1 October 2012, the Group has used cash profit to measure performance of business activities. It is an industry wide measure which enables comparison with our peer group. We calculate cash profit by adjusting statutory profit for non-core items. Cash profit is not subject to review or audit by the external auditor. Our external auditor has informed the Audit Committee that adjustments have been determined on a consistent basis across each of the periods presented. 14 ANZ 2017 ANNUAL REPORT OUR PERFORMANCE ADJUSTMENTS BETWEEN STATUTORY PROFIT AND CASH PROFIT $m 333 6,938 6,406 58 34 110 (3) FY17 Statutory profit Treasury shares adjustment Revaluation of policy liabilities Economic and revenue hedges Structured credit intermediation trades Reclassification of SRCB to held for sale FY17 Cash profit Description of adjustments between statutory profit and cash profit: Adjustment Treasury shares adjustment Revaluation of policy liabilities Economic hedges and revenue hedges Structured credit intermediation trades Reason for the adjustment Wealth Australia holds ANZ shares as investments backing policy liabilities which are revalued through the Income Statement. These shares are deemed to be Treasury shares and all dividends and realised and unrealised gains and losses associated with the shares are eliminated for statutory purposes. From a cash profit perspective, earnings on these shares are included to ensure there is no asymmetrical impact between policy liabilities and the assets held to support such liabilities. To calculate certain policy liabilities, projected future cash flows on insurance contracts are discounted at a market discount rate to the present value of the obligation. Any change is reflected in the Income Statement each period. The volatility from changes in market discount rates is removed from cash profit each year as the impact reverts to zero over the life of the insurance contract. Fair value gains and losses are recognised in the Income Statement on economic and revenue hedges used to manage interest rate and foreign exchange risk. The mark to market adjustments on these derivatives, not designated in an accounting hedge, are removed from cash profit as the fair value gains or losses will reverse over time to match the profit or loss on the hedged item. Included in economic hedges are funding related swaps, select structured finance and specialised leasing transactions. ANZ entered into a series of structured credit intermediation trades with US financial guarantors from 2004 to 2007. 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). ANZ sold protection using CDSs over these structures and then to mitigate risk, purchased protection via CDSs over the same structures from eight US financial guarantors. Being derivatives, both the sold protection and the purchased protection are measured at fair value and marked to model. The gains or losses on structured intermediation trades is an adjustment to cash profit as it relates to a legacy business and, unless terminated early, fair value movements are expected to reverse to zero in future periods. Reclassification of SRCB to held for sale Represents the impact of reclassifying Shanghai Rural Commercial Bank (SRCB) to an asset held for sale in 2017. This will be materially offset by a release of the foreign currency translation and available-for-sale reserves upon transaction completion in late 2017. Credit risk on impaired derivatives Policyholders tax gross up Nil profit after tax impact. The charge to income for derivative credit valuation adjustments on defaulted and impaired derivative exposures has been reclassified to cash credit impairment charges to reflect the manner in which the defaulted and impaired derivatives are managed. Nil profit after tax impact. For statutory reporting purposes, policyholder income tax and other related taxes paid on behalf of policyholders are included in net funds management and insurance income and income tax expense. The gross up has been excluded from cash profit as it does not reflect the underlying performance of the business which is assessed net of policyholder tax. 15 OUR PERFORMANCE (continued) CASH PROFIT PERFORMANCE $m 5,889 (223) 118 991 757 (594) 6,938 FY16 Cash profit Net interest income Other operating income Operating expenses Credit impairment charge Income tax expense & non-controlling interests FY17 Cash profit Income Statement Net interest income Other operating income Operating income Operating expenses Profit before credit impairment and income tax Credit impairment charge Profit before income tax Income tax expense and non-controlling interests Cash profit 2017 $m 14,872 5,617 20,489 (9,448) 11,041 (1,199) 9,842 (2,904) 6,938 2016 $m 15,095 5,499 20,594 (10,439) 10,155 (1,956) 8,199 (2,310) 5,889 Movt -1% 2% -1% -9% 9% -39% 20% 26% 18% Cash profit increased 18% partly reflecting the impact of a number of large/notable items taken in 2016 and rigorous cost management in 2017. Net interest income decreased $223 million (-1%) largely due to a 8 basis point decrease in the net interest margin, partially offset by 2% growth in average interest earning assets. The growth in average interest earning assets reflects ANZ’s strategic focus on home loans, in particular owner occupier, partially offset by reductions from Institutional portfolio rebalancing and the partial completion of the Asia Retail and Wealth sale. The lower net interest margin reflects the combined impact of deposit competition, growth in the liquidity portfolio and lower earnings on capital. This was partially offset by differentiated repricing in home loans across investor and owner occupier, principal and interest and interest only loans which on a net basis benefited margins. The major bank levy was introduced on 1 July 2017 which also reduced net interest income by $86 million. Other operating income increased $118 million (+2%) benefiting from a net year on year change in derivative valuation adjustments of $331 million (2017: $229 million gain; 2016: $102 million loss), an improvement in Markets income of $102 million, and the $114 million gain on sale of 100 Queen Street, Melbourne. Prior year comparatives include the adverse impact of Asian minority valuation adjustments of $231 million and the $237 million derivative CVA methodology change. Partly offsetting this, a number of sales related transactions had unfavourable impacts including a $310 million net charge related to the Asia Retail and Wealth sale, and $365 million loss of income from SRCB, Bank of Tianjin (BoT) and Esanda Dealer Finance. There was a $186 million reduction in funds management and insurance income, and a $75 million decrease in net fee and commission income. Operating expenses decreased $991 million (-9%) primarily due to the $556 million charge for software capitalisation policy changes and the $278 million charge for restructuring taken in 2016. Personnel expenses reduced by $363 million reflecting a 5% reduction in average Full Time Equivalent Staff (FTE). Partly offsetting this are increases in underlying technology expenses of $55 million and increases in other expenses of $106 million as the result of non- lending losses and higher technology related consulting expenses. Credit impairment charges decreased $757 million (-39%). Individual credit impairment charges decreased by $598 million (-31%) primarily the result of a benign credit environment. Collective impairment charges decreased by $159 million due to an improvement in the Group’s overall risk profile and portfolio rebalancing in Institutional, partially offset by economic overlay adjustments. 16 ANZ 2017 ANNUAL REPORT OUR PERFORMANCE DIVIDENDS This performance allowed us to propose that a final dividend of 80 cents be paid on each eligible fully paid ANZ ordinary share, bringing the total dividend for the year ended 30 September 2017 to $1.60 per share. This represents a dividend payout ratio (cash basis) of 67.7%. The proposed 2017 final dividend will be fully franked for Australian taxation purposes, and New Zealand (NZ) imputation credits of NZ 10 cents per ordinary share will also be attached. It will be paid on 18 December 2017 to owners of ordinary shares at close of business on 14 November 2017 (record date). ANZ has a Dividend Reinvestment Plan (DRP) and a Bonus Option Plan (BOP) that will operate in respect of the proposed 2017 final dividend. For the 2017 final dividend, ANZ intends to provide shares under the DRP through an on-market purchase (as approved by APRA) and BOP through the issue of new shares. Further details on dividends provided for or paid during the year ended 30 September 2017 are set out in Note 5 in the Financial Report. ANALYSIS OF CASH PROFIT PERFORMANCE NET INTEREST INCOME Net interest income ($m) Net interest margin (%) Average interest earnings assets ($m) Average deposits and other borrowings ($m) 2017 14,872 1.99% 748,000 600,186 2016 15,095 2.07% 730,835 586,453 Movt -1% -8 bps 2% 2% Net interest income decreased $223 million (-1%) largely due to a 8 basis point decrease in the net interest margin, partially offset by 2% growth in average interest earning assets. Net interest margin decreased reflecting the combined impact of deposit competition, growth in the liquidity portfolio and lower earnings on capital. This was partially offset by differentiated repricing in home loans across investor and owner occupier, principal and interest and interest only loans which on a net basis benefited margins. The major bank levy was introduced on 1 July 2017 which also reduced net interest margin. Average interest earning assets increased $17.2 billion (+2%) reflecting ANZ’s strategic focus on home loans, in particular owner occupier, partially offset by reductions from Institutional portfolio rebalancing, and the partial completion of the Asia Retail and Wealth sale. Average deposits and other borrowings increased $13.7 billion (+2%) from growth in customer deposits across Australia, New Zealand and Institutional divisions, partially offset by a decline in deposits and other borrowings, as well as the partial completion of the Asia Retail and Wealth sale. bps 207 1 (2) (3) 4 (8) 199 FY16 Net interest margin - cash Asset and funding mix Funding costs Deposit competition Asset competition and risk mix Markets and treasury FY17 Net interest margin - cash 17 ANZ 2017 ANNUAL REPORT OUR PERFORMANCE (continued) OTHER OPERATING INCOME Other operating income Total increase/ (decrease) $m (75) Movt -3% (186) -12% 670 87% Net fee and commission income1 Net funds management and insurance income1 Markets other operating income Share of associates' profit1 (244) -45% Other1 (47) -20% Total 118 2% 1. Excluding Markets. 2017 2017 $m$m 5,617 5,617 2016 $m 5,499 Movt 2% Explanation Decrease of $70 million in Asia Retail and Pacific from lower performance and the transition of China, Singapore and Hong Kong businesses to DBS Bank. In addition, lower performance in Institutional of $56 million primarily driven by portfolio rebalancing. This is partially offset by an increase in the Australia division of $40 million driven by growth in Small Business and Deposits. Decrease in Wealth Australia of $163 million due to adverse retail life claims, reduced fee income as expected from ongoing rationalisation of legacy investment platforms to SmartChoice, lower income on invested capital, partially offset by favourable Lenders Mortgage Insurance experience. The remaining decrease relates to the Asia Retail and Pacific division. Excluding the impact of the $237 million charge from the derivative credit valuation adjustment (CVA) methodology change recognised in 2016, Markets other operating income increased $433 million. This was driven by an increase Balance Sheet Trading due to tighter credit spreads which generated mark to market gains and increased income from higher average liquidity portfolio holdings. Franchise Trading increased as the result of derivative credit and funding valuation adjustments, net of associated hedges which benefited from decreasing credit spreads and increasing yield curves. This was offset by a decrease in Franchise Sales as the result of business transformational initiatives and market conditions limiting client activity particularly for longer tenor hedging as a result of low foreign exchange volatility and the low interest rate environment. Decrease primarily as the result of ceasing equity accounting for BoT from March 2016 of $86 million and SRCB from January 2017 of $201 million. This was partially offset by a net increase of $44 million in profits from other associates. Driven by a $310 million net charge as a result of reclassifying Asia Retail and Wealth to held for sale and partial sale completion. A net $165 million increase due to the year on year impact of the Asian minority valuations adjustments and the Esanda Dealer finance gain recognised in 2016. In addition, the current year includes a $114 million gain on sale of 100 Queen Street, Melbourne. Other operating income $m 187 3% 300 5% 234 4% 544 10% 1,436 26% 2017 766 14% 2,362 42% 2016 2,437 44% ● Net fee and commission income ● Net funds management and insurance income ● Markets other operating income ● Share of associates’ profit ● Other 1,332 24% 1,518 28% 18 OUR PERFORMANCE Movt -9% 4% -3% 1% -4.6% -4% -5% -31% large -39% -25% -4% -9% 6.5% -0.3% OPERATING EXPENSES Operating expenses ($m) Expensed investment spend ($m) Capitalised investment spend ($m) Total technology infrastructure spend ($m) Operating expenses to operating income % Full time equivalent staff (FTE) Average full time equivalent staff (FTE) Operating expenses $m 1,631 17% 2017 2016 9,448 548 387 935 46.1% 44,896 46,068 10,439 526 400 926 50.7% 46,554 48,633 1,525 15% 278 3% ● Personnel expenses ● Premises expenses ● Technology expenses ● Restructuring expenses ● Other expenses 62 1% 1,666 18% 911 10% 2017 2,167 21% 5,178 54% 2016 5,541 52% 928 9% CREDIT IMPAIRMENT CHARGE Individual credit impairment charge ($m) Collective credit impairment charge/(release) ($m) Credit impairment charge ($m) Gross impaired assets ($m) Credit risk weighted assets ($b) Total provision for credit impairment ($m) Individual provision as % of gross impaired assets Collective provision as % of credit risk weighted assets Credit impairment charges decreased $757 million (-39%). 2017 1,341 (142) 1,199 2,384 336.8 3,798 47.7% 0.79% 2016 1,939 17 1,956 3,173 352.0 4,183 41.2% 0.82% Individual credit impairment charge decreased $598 million (-31%) driven by a $402 million (-16%) decrease in new and existing provisions predominantly in Institutional largely arising from portfolio rebalancing, combined with a $196 million (+37%) increase in recoveries and write-backs in Australia and Institutional divisions from better than expected outcomes in impaired asset workouts. Collective credit impairment charge decreased $159 million driven by a reduction in Institutional due to portfolio rebalancing, and further improvement in the Institutional and New Zealand divisional risk profile. This was partially offset by an economic overlay adjustment of $75 million. Gross impaired assets decreased $789 million (-25%) driven by Institutional (-$781 million) and New Zealand (-$39 million) divisions due to higher repayments and upgrades on a small number of large exposures, and Asia Retail and Pacific division (-$109 million) due to the partial completion of the Asia Retail and Wealth sale. This was partially offset by an increase in the Australia division (+$140 million) driven by Corporate Banking, Small Business Banking and home loan portfolios. The Group’s individual provision coverage ratio on impaired assets was 47.7% at 30 September 2017 (2016: 41.2%). 19 OUR PERFORMANCE (continued) CREDIT IMPAIRMENT CHARGE Provision for individual credit impairment ($m) Provision for collective credit impairment ($m) Gross impaired assets ($m) 1,307 1,136 20 131 282 703 15 117 569 606 3 130 323 1,004 1,202 2,662 2,876 3 196 374 1,115 1,188 143 307 624 1,310 3,173 2,384 252 346 1,405 1,170 2017 2016 2017 2016 2017 2016 ● Australia ● Institutional ● New Zealand ● Asia Retail & Pacific ● TSO and Group Centre Australia Institutional New Zealand Wealth Australia 2.68% 35.6% 3,695 345.4 201.4 11,387 1.01% 50.5% 1,836 119.6 186.8 4,754 2.31% 37.6% 1,369 107.9 75.3 6,207 n/a 68.4% 238 1.7 - Asia Retail & Pacific 3.03% 101.2% (148) 5.7 9.1 TSO and Group Centre n/a n/a (52) - (5.0) Group 1.99% 46.1% 6,938 580.3 467.6 2,110 3,981 16,457 44,896 Australia Institutional New Zealand Wealth Australia Asia Retail & Pacific TSO and Group Centre 2.75% 36.4% 3,547 327.1 187.7 11,563 1.13% 57.1% 1,041 125.9 171.1 5,112 2.37% 39.6% 1,268 107.9 72.8 6,317 n/a 63.8% 324 2.0 0.3 2.96% 68.7% 159 13.4 22.8 n/a n/a (450) (0.4) (5.1) 2,174 4,894 16,494 46,554 Group 2.07% 50.7% 5,889 575.9 449.6 DIVISIONAL PERFORMANCE 2017 Net interest margin Operating expenses to operating income Cash profit ($m) Net loans and advances ($b) Customer deposits ($b) Number of employees 2016 Net interest margin Operating expenses to operating income Cash profit ($m) Net loans and advances ($b) Customer deposits ($b) Number of employees 20 ANZ 2017 ANNUAL REPORT OUR PERFORMANCE DIVISIONAL PERFORMANCE Australia Net interest margin declined as the result of higher average funding costs, lower earnings on deposits due to the lower interest rate environment and the introduction of the major bank levy. Net loans and advances grew in home loans particularly in New South Wales, and Corporate Banking. Customer deposits grew across all portfolios. Operating expenses were broadly flat due to a reduction in FTE driven by productivity efforts focused on simplifying the business, partially offset by inflation and increased investment in the business. Credit impairment charges decreased primarily due to lower single name charges in Corporate and Commercial Banking, partially offset by volume growth and higher delinquency rates for home loans in Western Australia. This led to a $148 million (+4%) increase in cash profit from prior year. Institutional Net interest margin ex-Markets decreased due to asset pricing competition, the introduction of the major bank levy and the mix impact of lower lending volumes and higher deposit volumes, partially offset by margin improvements in Payments and Cash Management. Net loans and advances were down due to portfolio rebalancing mainly in Loans & Specialised Finance and Transaction Banking. Customer deposits grew in Markets and Transaction Banking. Other operating income increased significantly due to positive derivative valuation adjustments and higher Markets Balance Sheet income as a result of tightening credit spreads. Operating expenses decreased due to a reduction in FTE as a result of ongoing simplification of the business, partially offset by higher non-lending losses, regulatory and compliance spend. Credit impairment charges decreased significantly due to a benign credit environment, higher write-backs and an overall reduction in lending assets driven by portfolio rebalancing. This led to a $795 million (+76%) increase in cash profit from prior year. New Zealand Net interest margin declined as the result of a higher proportion of lower margin fixed rate lending and term deposits, pricing competition and higher average funding costs. Net loans and advances grew in home loans (excluding foreign currency impacts) in addition to higher balances in funds under management. Customer deposits grew across all portfolios. Other operating income decreased, more than offset by an increase in net funds management and insurance income as the result of higher funds under management balances. Operating expenses decreased from a reduction in FTE driven by automation and transaction migration to lower cost channels, partially offset by inflation. Credit impairment charges decreased due to an increase in write-backs and credit quality improvements across the Retail and Commercial and Agri portfolios, partially offset by increases in new and existing provisions. This led to a $101 million (+8%) increase in cash profit from prior year. Wealth Australia Insurance income decreased as the result of adverse retail life claims experience, a one-off experience loss due to the exit of a Group Life insurance plan, partially offset by reinsurance profit share and favourable claims experience in Lenders Mortgage Insurance. Funds Management income decreased in line with the planned strategy to rationalise the legacy portfolio to SmartChoice, a simpler and lower risk model, which is now complete. Corporate and Other income decreased due to realised gains in 2016 which was not repeated and investment market volatility on the guaranteed business. Operating expenses decreased due to productivity initiatives that resulted in a reduction in FTE, partially offset by inflation and higher regulatory compliance and remediation spend. This led to an $86 million (-27%) decrease in cash profit from prior year. Asia Retail & Pacific Asia Retail and Pacific results for 2017 were impacted by the reclassification of Asia Retail and Wealth business to held for sale and the transition of China, Singapore and Hong Kong businesses to DBS Bank, which resulted in a $310 million net charge (pre-tax). This led to a $307 million decrease in cash profit from prior year. TSO and Group Centre TSO and Group Centre divisional results for 2016 and 2017 were impacted by a number of large/notable items outlined on page 22. This includes Asian minority valuation adjustments in 2016, loss of equity accounted earnings in 2016 and 2017, Esanda Dealer Finance divestment gain on sale in 2016, software capitalisation changes in 2016, and the gain on sale of 100 Queen Street, Melbourne in 2017. This led to a $398 million (+88%) increase in cash profit from prior year. 21 OUR PERFORMANCE (continued) LARGE/NOTABLE ITEMS INCLUDED IN CASH PROFIT Within cash profit, the Group has recognised some large and/or notable items. The impact of these items to cash profit on a pre-tax basis is as follows: Sale and investment related adjustments Asian minority valuation adjustments Equity accounted earnings Sale of Asia Retail and Wealth businesses Esanda Dealer Finance divestment Derivative valuation adjustments Market valuation adjustments Derivative CVA methodology change Other large/notable items Gain on sale of 100 Queen Street, Melbourne Software capitalisation changes Restructuring 2017 $m - 58 (310) - 229 - 114 - - 2016 $m (231) 345 - 69 (102) (237) - (556) (278) Description of large/notable items: Item Description Asian minority valuation adjustments Equity accounted earnings Sale of Asia Retail and Wealth businesses Esanda Dealer Finance divestment Markets valuation adjustments Derivative CVA methodology change Impairment of our investment in AMMB Holdings Berhad (Ambank) partially offset by a gain recognised on our investment in BoT upon cessation of equity accounting. Earnings from BoT and SRCB prior to ceasing equity accounting on 30 March 2016 and 3 January 2017 respectively, that will no longer form part of future cash profit results. A charge to impair software, goodwill and fixed assets as well as providing for costs associated with the sale, partially offset by a gain relating to the transition of completed businesses to DBS Bank. Earnings from the Esanda Dealer Finance portfolio prior to divestment that will no longer form part of future cash profit results, and the gain on sale recognised on transaction completion. Gains or losses associated with the fair value of derivative positions, arising from adjustments to include factors such as the impact of credit and funding. A charge associated with the fair value of derivative positions, arising from a revision to our methodology for determining derivative credit valuation adjustments to make greater use of market information and enhanced modelling, and to align with market leading practice. Gain on sale of 100 Queen Street, Melbourne Gain on sale of our premises at 100 Queen Street, Melbourne. Software capitalisation changes Restructuring A one-off charge as the result of the Group amending the application of its software capitalisation policy, reflecting the shorter useful life of smaller items of software. This resulted in an accelerated amortisation charge for software assets below the revised threshold. Charges to re-shape our workforce and simplify our business at the reset of the Group’s strategy in 2016. 22 ANZ 2017 ANNUAL REPORT FIVE YEAR SUMMARY Financial performance1 Net interest income Other operating income Operating expenses Profit before credit impairment and income tax Credit impairment charge Income tax expense Non-controlling interests Cash profit1 Adjustments to arrive at statutory profit1 Profit attributable to shareholders of the Company Financial position Assets Net assets Common Equity Tier 1 Common Equity Tier 1 – Internationally Comparable Basel lll2 Return on average ordinary equity3 Return on average assets Cost to income ratio (cash)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 (cents) Dividend payout ratio Net tangible assets per ordinary share4 No. of fully paid ordinary shares issued (millions) Dividend reinvestment plan (DRP) issue price – interim – final Other information 2017 $m 14,872 5,617 (9,448) 11,041 (1,199) (2,889) (15) 6,938 (532) 6,406 897,326 59,075 10.6% 15.8% 11.0% 0.7% 46.1% 13.1% 86,948 160c 100% 100% $32.95 $25.78 $29.60 220.1 73.4% $17.66 2,937 $28.80 - 2016 $m 15,095 5,499 (10,439) 10,155 (1,956) (2,299) (11) 5,889 (180) 5,709 914,869 57,927 9.6% 14.5% 10.0% 0.6% 50.7% 9.2% 80,886 160c 100% 100% $29.17 $21.86 $27.63 197.4 81.9% $17.13 2,927 $24.82 $28.16 2015 $m 14,616 5,921 (9,378) 11,159 (1,205) (2,724) (14) 7,216 277 7,493 889,900 57,353 9.6% 13.2% 14.5% 0.9% 45.7% (7.5%) 78,606 181c 100% 100% $37.25 $26.38 $27.08 271.5 68.6% $16.86 2,903 $31.93 $27.08 OUR PERFORMANCE 2013 $m 12,772 5,619 (8,257) 10,134 (1,197) (2,435) (10) 6,492 (182) 6,310 702,995 45,603 8.5% 12.7% 15.0% 0.9% 44.9% 31.5% 84,450 164c 100% 100% $32.09 $23.42 $30.78 232.7 71.4% $13.48 2,744 $28.96 $31.83 2014 $m 13,797 5,781 (8,760) 10,818 (989) (2,700) (12) 7,117 154 7,271 772,092 49,284 8.8% 12.5% 15.8% 1.0% 44.7% 5.9% 85,235 178c 100% 100% $35.07 $28.84 $30.92 267.1 67.4% $14.65 2,757 $33.30 $32.02 No. of employees (full time equivalents) No. of shareholders5 44,896 522,425 46,554 545,256 50,152 546,558 50,328 498,309 49,866 468,343 1. Cash profit excludes non-core items included in statutory profit and is provided to assist readers in understanding the result of the ongoing business activities of the Group. Cash profit is not audited; 2. however, the external auditor has informed the Audit Committee that the adjustments have been determined on a consistent basis across each period presented. Internationally Comparable Methodology applied for 2015–2017 aligns with APRA’s information paper entitled ‘International Capital Comparison Study’ (13 July 2015). Basel Internationally Comparable ratios do not include an estimate of the Basel l capital floor requirement. 3. Average ordinary equity excludes non-controlling interests and preference shares. 4. Equals shareholders’ equity less preference share capital, goodwill, software and other intangible assets divided by the number of ordinary shares. 5. Excludes employees whose only ANZ shares are held in trust under ANZ employee share schemes. 23 ANZ 2017 ANNUAL REPORT GOVERNANCE BOARD OF DIRECTORS A B D C A B David Gonski, AC Chairman, Independent Non-Executive Director Graeme Liebelt Independent Non-Executive Director C D John Macfarlane Independent Non-Executive Director Paula Dwyer Independent Non-Executive Director E F Ilana Atlas Independent Non-Executive Director Shayne Elliott Chief Executive Officer, Executive Director G H Jane Halton, AO, PSM Independent Non-Executive Director Lee Hsien Yang Independent Non-Executive Director 24 GOVERNANCE 25 F E H G The Board comprises seven Non-Executive, Independent Directors and one Executive Director — the Chief Executive Officer. Details of each Director’s qualifications, experience and special responsibilities are set out on the following pages. In addition, ANZ’s Board skills matrix (available on anz.com/corporategovernance) sets out the skills that ANZ considers each Director brings to the Board. ANZ 2017 ANNUAL REPORT GOVERNANCE (continued) CORPORATE GOVERNANCE FRAMEWORK BOARD OF DIRECTORS David Gonski, AC, Chairman | Shayne Elliott, CEO 8 Directors PRINCIPAL BOARD COMMITTEES Environment, Sustainability and Governance Committee Audit Committee Human Resources Committee Risk Committee Digital Business and Technology Committee Audit and Financial Governance Internal Audit, External Audit and Financial Control GROUP EXECUTIVE COMMITTEE ANZ Senior Executives | Shayne Elliott, CEO KEY MANAGEMENT COMMITTEES Responsible Business Committee Credit & Market Risk Committee Group Asset & Liability Committee Global Markets & Loans Product Committee Capital Management Policy Committee Operational Risk Executive Committee Credit Ratings System Oversight Committee 26 GOVERNANCE BOARD FOCUS AREAS The work of the Board and its Committees during the year has been focused on providing oversight of the delivery of the Group’s strategy and ensuring that ANZ’s culture is aligned to ANZ’s purpose to shape a world where people and communities thrive. During the year, the Board and its Committees undertook key governance activities supporting ANZ’s purpose. These included: • Developing and implementing the charter of the ESG Committee. • Embarking on a program to provide management with Board level advice on ANZ’s core sustainability issues. • Adding a standing item to Board meeting agendas to provide insight into, and to review, ANZ’s culture. • Endorsing and promoting a program to streamline ANZ’s annual reporting suite, with a focus on simplifying and improving the utility of the 2017 Annual Report. • Overseeing the creation of a new Annual Review, which integrates the former Shareholder Review with strategic elements of the 2017 ANZ Corporate Sustainability Review to provide more comprehensive reporting to shareholders. • Endorsing ANZ’s revised Code of Conduct, with a focus on clarity, simplicity, being action oriented, and being more aligned with ANZ’s values and purpose. • Recognising the contribution of directors of ANZ’s subsidiary boards by increasing engagement between the ANZ Board and the Directors serving on ANZ subsidiary boards. Promoting and encouraging a focus on subsidiary board composition, renewal and diversity. As at 30 September 2017, females were appointed to 48.5% of all employee directorships on subsidiary boards. 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 Risk Committee Audit Committee Ilana Atlas Paula Dwyer Shayne Elliott David Gonski, AC A 12 12 12 12 Jane Halton, AO, PSM 11 Lee Hsien Yang Graeme Liebelt Ian Macfarlane2 John Macfarlane 12 12 4 12 B 11 12 12 12 11 12 12 4 12 A 6 6 6 6 2 6 B 6 6 6 6 2 6 A 5 5 5 4 1 5 B 5 5 5 4 1 5 Columns marked A indicate the number of meetings the Director was eligible to attend. Environment, Sustainability and Governance Committee Digital Business and Technology Committee Human Resources Committee Special Committee Committee of the Board1 Shares Committee1 A 4 4 4 3 4 1 B 4 4 4 3 4 1 A 4 4 3 4 1 B 4 4 3 4 1 A B A B 3 3 3 3 3 3 3 3 A 1 1 B 1 1 A 2 3 5 1 2 B 2 3 5 1 2 Columns marked B indicate the number of meetings attended. The Chairman is an ex-officio member of the Audit, Environment, Sustainability and Governance, Human Resources, Risk and Digital Business and Technology Committees. Any Director is entitled to attend any Committee meetings. Directors sometimes attend meetings of Committees of which they are not a member. 1. The meetings of the Committee of the Board and Shares Committee referred to in the table include those conducted by written resolution. 2. Ian Macfarlane retired as a Director on 16 December 2016. 27 ANZ 2017 ANNUAL REPORT GOVERNANCE (continued) DIRECTORS’ QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES DAVID GONSKI, AC SHAYNE ELLIOTT Chief Executive Officer and Executive Director BCom Chief Executive Officer and Executive Director since 1 January 2016. Career Shayne has over 30 years’ experience in banking in Australia and overseas, in all aspects of the industry. Shayne joined ANZ as CEO Institutional in June 2009, and was appointed Chief Financial Officer in 2012. Prior to joining ANZ, Shayne held senior executive roles at EFG Hermes, the largest investment bank in the Middle East, which included Chief Operating Officer. He started his career with Citibank New Zealand and worked with Citibank/Citigroup for 20 years, holding various senior positions across the UK, USA, Egypt, Australia and Hong Kong. As a Director of the Financial Markets Foundation for Children, Shayne contributes to the promotion of health and welfare of Australian children. He actively engages in the promotion of Australian economic growth, social progress and public policy development through membership of the Australian Bankers’ Association and Business Council of Australia. Shayne will chair the Australian Bankers’ Association from December 2017. Relevant Other Directorships • Director: ANZ Bank New Zealand Limited (from 2009), ANZ Holdings (New Zealand) Limited (from 2012) and the Financial Markets Foundation for Children (from 2016). • Member: Australian Bankers’ Association (from 2016) and Business Council of Australia (from 2016). Age 53 years | Residence Melbourne, Australia Chairman, Independent Non-Executive Director and Chair of the Environment, Sustainability and Governance Committee BCom, LLB, FAICD(Life), FCPA Chairman since 1 May 2014 and a Non-Executive Director since February 2014. David is an ex-officio member of all Board Committees including Chair of the Environment, Sustainability and Governance Committee. Chair: Member: Career David started his career as a lawyer at Herbert Smith Freehills, and is now one of Australia’s most respected business leaders and company directors. He has business experience in Australia and internationally, and is involved in a broad range of organisations in the government and education sectors. He is a leading philanthropist and provides strong community leadership, particularly in relation to education in Australia. Relevant Other Directorships • Chairman: The University of New South Wales Foundation Limited (from 2005, Director from 1999). • Director/Member: Lowy Institute for International Policy (from 2012), Australian Philanthropic Services Limited (from 2012), ASIC External Advisory Panel (from 2013) and Advisory Committee for Optus Limited (from 2013). • Chancellor: University of New South Wales Council (from 2005). • President: Art Gallery of NSW Trust (from 2016). • Chair: Review to Achieve Education Excellence in Australian Schools for the Commonwealth of Australia. Relevant Former Directorships held in last three years, include • Former Chairman: Coca-Cola Amatil Limited (2001-2017, Director from 1997), Sydney Theatre Company Ltd (2010-2016), Guardians of the Future Fund of Australia (2012-2014), Swiss Re Life & Health Australia Limited (2011-2014), Investec Bank (Australia) Limited (2002-2014), Investec Holdings Australia Limited (2002-2014), Ingeus Limited (2009-2014) and National E-Health Transition Authority Ltd (2008-2014). • Former Director: Singapore Telecommunications Limited (2013-2015), Investec Property Limited (2005-2014) and Infrastructure NSW (2011-2014). Age 64 years | Residence Sydney, Australia 28 GOVERNANCE ILANA ATLAS Independent Non-Executive Director and Chair of the Human Resources Committee PAULA DWYER Independent Non-Executive Director and Chair of the Audit Committee BJuris (Hons), LLB (Hons), LLM Non-Executive Director since September 2014. Ilana is a member of the Audit Committee and Environment, Sustainability and Governance Committee. BCom, FCA, SF Fin, FAICD Non-Executive Director since April 2012. Paula is a member of the Risk Committee and Human Resources Committee. Chair: Member: Chair: Member: Career Ilana brings a strong financial services background and legal experience to the Board. Ilana was a partner at law firm Mallesons Stephen Jaques (now King & Wood Mallesons), where in addition to her practice in corporate law, she held a number of management roles in the firm including Executive Partner, People and Information, and Managing Partner. She also worked at Westpac for 10 years, where her roles included Group Secretary and General Counsel and Group Executive, People, where she was responsible for human resources, corporate affairs and sustainability. Ilana has a strong commitment to the community, in particular the arts and education. Relevant Other Directorships • Chairman: Coca-Cola Amatil Limited (from 2017, Director from 2011) and Jawun (from 2017, Director from 2014). • Director: Westfield Corporation Limited (from 2014) and Human Rights Law Centre Ltd (from 2012). • Member: Panel of Adara Partners (from 2015). Career Paula has extensive experience in financial markets, corporate finance, risk management and investments, having held senior executive roles at Calibre Asset Management, Ord Minnett (now J P Morgan) and at Price Waterhouse (now PricewaterhouseCoopers). Her career as a company director spans financial services, investment, insurance, healthcare, gambling and entertainment, fast moving consumer goods, property and construction and retailing sectors. Paula is a former member of the Takeovers Panel. Paula has a strong interest in education and medical research, having served as a member of the Geelong Grammar School Council and the Business and Economics Faculty at the University of Melbourne and as Deputy Chairman of Baker IDI. Relevant Other Directorships • Chairman: Tabcorp Holdings Limited (from 2011, Director from 2005), Healthscope Limited (from 2014) and Kin Group Advisory Board (from 2014). • Director: Lion Pty Ltd (from 2012). • Fellow: Senate of the University of Sydney (from 2015). • Member: Kirin International Advisory Board (from 2012). Relevant Former Directorships held in last three years, include • Former Chairman: The Bell Shakespeare Company Limited (2010-2016, Director 2004-2016). Relevant Former Directorships held in last three years, include • Former Deputy Chairman: Leighton Holdings Limited (2013-2014, Director 2012). • Former Director: Treasury Corporation of New South Wales (2013-2017), Suncorp Group Limited (2011-2014), Suncorp-Metway Limited (2011- 2014), AAI Limited (2011-2014) and Scentre Group Limited (previously known as Westfield Holdings Limited) (2011-2014). • Former Member: John Holland Group Advisory Board (2012-2014), Australian Government Takeovers Panel (2008-2014) and ASIC External Advisory Panel (2012-2015). Age 57 years | Residence Melbourne, Australia Age 63 years | Residence Sydney, Australia 29 ANZ 2017 ANNUAL REPORT GOVERNANCE (continued) DIRECTORS’ QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES (continued) JANE HALTON, AO, PSM Independent Non-Executive Director BA (Hons) Psychology, FIML, FIPAA, NAM, Hon. FAAHMS, Hon. FACHSE, Hon. DLitt (UNSWA) Non-Executive Director since October 2016. Jane is a member of the Human Resources Committee, Environment, Sustainability and Governance Committee and Digital Business and Technology Committee. LEE HSIEN YANG Independent Non-Executive Director and Chair of the Digital Business and Technology Committee MSc, BA Non-Executive Director since February 2009. Hsien Yang is a member of the Risk Committee and Human Resources Committee. Member: Chair: Member: Career Jane’s 33 year career in the public service includes the positions of Secretary of the Australian Department of Finance, Secretary of the Australian Department of Health, Secretary for the Department of Health and Ageing, and Executive Co-ordinator (Deputy Secretary) of the Department of the Prime Minister and Cabinet. She brings to the Board extensive experience in finance, insurance, risk management, information technology, human resources, health and ageing and public policy. She also has significant international experience. Career Hsien Yang is an experienced business executive with 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, property, publishing and printing, financial services, education, civil aviation and land transport. His contribution to community education activities includes membership of the Governing Board of Lee Kuan Yew School of Public Policy. Relevant Other Directorships • Chairman: The Islamic Bank of Asia Limited (from 2012, Director from 2007), Civil Aviation Authority of Singapore (from 2009) and General Atlantic Singapore Fund Pte Ltd (from 2013). • Director: Rolls-Royce Holdings plc (from 2014), General Atlantic Singapore Fund FII Pte Ltd (from 2014), Cluny Lodge Pte Ltd (from 1979) and Caldecott Inc. (from 2013). • Member: Governing Board of Lee Kuan Yew School of Public Policy (from 2005). • Special Adviser: General Atlantic (from 2013). • President: INSEAD South East Asia Council (from 2013). Relevant Former Directorships held in last three years, include • Former Director: Singapore Exchange Limited (2004-2016). • Former Consultant: Capital International Inc Advisory Board (2007-2016) Age 60 years | Residence Singapore Jane has contributed extensively to community health through local and international organisations including the World Health Organisation and National Aboriginal and Torres Strait Islander Health Council. Relevant Other Directorships • Director: Clayton Utz (from 2017). • Member: Executive Board of the Institute of Health Metrics and Evaluation at the University of Washington (from 2007). • Board Member: Coalition for Epidemic Preparedness Innovations (Norway) (from 2016). • Public Policy Fellow: ANU Crawford School of Public Policy (from 2012). • Adjunct Professor: University of Sydney and University of Canberra. • Council Member: Australian Strategic Policy Institute (from 2016). Relevant Former Directorships held in last three years, include • Former Chairman: OECD Asian Senior Budget Officials Network (2014–2016) and World Health Organisation Executive Board (2013–2014, Member 2012-2015). • Former Executive Board Member: World Health Organisation (2012–2015). • Former Member: Melbourne Institute Advisory Board (2007–2015), the National E-Health Transition Authority (2005–2014) and Australian Institute of Health and Welfare (2002–2014). • Former Commissioner: Australian Sports Commission (2013–2014). Age 57 years | Residence Canberra, Australia 30 GOVERNANCE GRAEME LIEBELT Independent Non-Executive Director and Chair of the Risk Committee BEc (Hons), FAICD, FTSE, FIML Non-Executive Director since July 2013. Graeme is a member of the Audit Committee and Human Resources Committee. JOHN MACFARLANE Independent Non-Executive Director BCom, MCom (Hons) Non-Executive Director since May 2014. John is a member of the Audit Committee, Risk Committee and Digital Business and Technology Committee. Chair: Member: Member: Career Graeme 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. He has extensive international experience and a strong record of achievement as a senior executive including in strategy development and implementation. Career John is one of Australia’s most experienced international bankers having previously served as Executive Chairman of Deutsche Bank Australia and New Zealand, and CEO of Deutsche Bank Australia. John has also worked in the USA, Japan and PNG, and brings to the Board a depth of banking experience in ANZ’s key markets in Australia, New Zealand and the Asia Pacific. Graeme is committed to global trade and co-operation, as well as community education. Relevant Other Directorships • Chairman: Amcor Limited (from 2013, Director from 2012). • Director: Australian Foundation Investment Company Limited (from 2012), Carey Baptist Grammar School (from 2012) and DuluxGroup Limited (from 2016). Relevant Former Directorships held in last three years, include • Former Deputy Chairman: Melbourne Business School (2012-2015, Director from 2008). • Former Chairman: The Global Foundation (2014-2015, Director from 2006). Age 63 years | Residence Melbourne, Australia He is committed to community health, and is a Director of St Vincent’s Institute of Medical Research (from 2008) and the Aikenhead Centre of Medical Discovery Limited (from 2016). Relevant Other Directorships • Director: Craigs Investment Partners Limited (from 2013), Colmac Group Pty Ltd (from 2014) and AGInvest Holdings Limited (MyFarm Limited) (from 2014, Chairman 2014-2016). Relevant Former Directorships held in last three years, include • Former Executive Chairman: Deutsche Bank AG, Australia and New Zealand (2007-2014) and Chief Country Officer, Australia (2011-2014). • Former Director: Deutsche Australia Limited (2007-2014) and Deutsche Securities Australia Limited (2011-2014). • Former Chief Executive Officer: Deutsche Australia Limited (2011-2014). Age 57 years | Residence Melbourne, Australia 31 ANZ 2017 ANNUAL REPORT GOVERNANCE (continued) COMPANY SECRETARIES’ QUALIFICATIONS AND EXPERIENCE Currently there are three people appointed as Company Secretaries of the Company. Details of their roles are contained in the Corporate Governance Statement. Their qualifications and experience are as follows: BOB SANTAMARIA Group General Counsel BCom, LLB (Hons) Bob joined ANZ in 2007. He had previously been a Partner at the law firm Allens Arthur Robinson (now Allens) since 1987. He was Executive Partner Corporate, responsible for client liaison with some of Allens Arthur Robinson’s largest corporate clients. Bob 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. SIMON PORDAGE Company Secretary LLB (Hons), FGIA, FCIS Simon joined ANZ in May 2016. He is a Chartered Secretary and has extensive company secretarial and corporate governance experience. From 2009 to 2016 he was Company Secretary for Australian Foundation Investment Company Limited and a number of other listed investment companies. Other former roles include being Deputy Company Secretary for ANZ and Head of Board Support for Barclays PLC in the United Kingdom. Simon is committed to the promotion of good corporate governance. He is a former National President and Chairman of Governance Institute of Australia, and is a member and former Chairman of its National Legislation Review Committee, and regularly presents on governance issues. JOHN PRIESTLEY Senior Legal Advisor BEc, LLB, FGIA, FCIS John, 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. John was responsible for the day to day operation of ANZ’s Company Secretariat function from 2004 to July 2016 when Simon Pordage took over that responsibility. He is currently a member of ANZ’s Group Legal team. 32 EXECUTIVE COMMITTEE GOVERNANCE From left to right: Shayne Elliott – Chief Executive Officer, Maile Carnegie – Group Executive Digital Banking, Graham Hodges – Deputy Chief Executive Officer, Farhan Faruqui – Group Executive, International, Alexis George – Group Executive Wealth, Nigel Williams – Chief Risk Officer, Michelle Jablko – Chief Financial Officer, Fred Ohlsson – Group Executive, Australia, Mark Whelan – Group Executive, Institutional, Kathryn van der Merwe – Group Executive Talent and Culture, Gerard Florian – Group Executive Technology, David Hisco – CEO New Zealand and Group Executive, Asia Wealth, Pacific and International Retail. Full biography details can be found on our website: shareholder.anz.com/our-company/executive-committee. 33 OUR APPROACH TO RISK MANAGEMENT The success of the Group’s strategy is underpinned by our sound management of the Group’s risks. All of the Group’s activities involve — to varying degrees — the analysis, evaluation, acceptance and management of risks or combinations of risks. The Board is responsible for establishing and overseeing the Group’s risk management framework. The Board has delegated authority to the Board Risk Committee (BRC) to develop and monitor compliance with the Group’s risk management policies. The Committee reports regularly to the Board on its activities. The key pillars of the Group’s risk management framework include: • The Risk Appetite Statement (RAS), which clearly and concisely sets out the Board’s expectations regarding the degree of risk that the Group is prepared to accept in pursuing its strategic objectives and its business plan; and • The Risk Management Statement (RMS), which describes the Group’s strategy for managing risks and a summary of the key elements of the Risk Management Framework (RMF) that give effect to that strategy. The RMS includes: a description of each material risk and an overview of how the RMF addresses each risk, with reference to the relevant policies, standards and procedures. It also includes information on how the Group identifies, measures, evaluates, monitors, reports and then either controls or mitigates material risks. The material risks facing the group per the Group’s RMS, and how these risks are managed are summarised below: Key Material Risks Risk Type Description Capital Adequacy Risk Compliance Risk The risk of loss arising from the Group failing to maintain the level of capital required by prudential regulators and other key stakeholders (shareholders, debt investors, depositors, rating agencies, etc.) to support ANZ’s consolidated operations and risk appetite. Management of Risks The Group pursues an active approach to Capital Management through ongoing review, and Board approval, of the level and composition of the Group’s capital base against key policy objectives. The probability and impact of an event that results in a breach of any of the following that apply to the Group’s businesses: laws, regulations, industry standards, codes, internal policies, internal procedures, or principles of good governance. Key features of our Compliance Risk framework include centralised management of key obligations, and emphasis on identifying changes in regulations and the business environment, so as to enable us to: • proactively assess emerging compliance risks; and • implement robust reporting and certification processes. Our Credit Risk framework is top down, being defined by credit principles and policies. Credit policies, requirements and procedures cover all aspects of the credit life cycle — for example: transaction structuring, risk grading, initial approval, ongoing management and problem debt management, as well as specialist policy topics. Credit Risk The risk of financial loss resulting from: • a counterparty failing to fulfill its obligations; or • a decrease in credit quality of a counterparty resulting in a financial loss. Credit Risk incorporates the risks associated with us lending to customers who could be impacted by climate change or by changes to laws, regulations, or other policies adopted by governments or regulatory authorities, including carbon pricing and climate change adaptation or mitigation policies. 34 ANZ 2017 ANNUAL REPORT OUR APPROACH TO RISK MANAGEMENT Risk Type Description Management of Risks Insurance Risk The risk of unexpected losses resulting from worse than expected claims experience, including any of the following that expose an insurer to financial loss: inadequate or inappropriate underwriting, claims management, reserving, insurance concentrations, reinsurance management, product design and pricing. Liquidity and Funding Risk The risk that the Group is unable to meet its payment obligations as they fall due, including: • repaying depositors or maturing wholesale debt; or • the Group having insufficient capacity to fund increases in assets. Market Risk The risk to the Group’s earnings arising from: • changes in any interest rates, foreign exchange rates, credit spreads, volatility, and correlations; or • from fluctuations in bond, commodity or equity prices. Operational Risk The risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. Operational Risk: • includes technology risk, cyber risk, legal risk and conduct risk, and damage arising from inadequate or failed internal processes, people and systems; but • excludes Strategic Risk. Reinsurance Risk The risk that a reinsurer fails to meet its contractual obligations, that is, to pay us reinsurance claims when due, which in turn creates a counterparty credit. We manage Insurance Risk primarily by: • product design to price all applicable risks into contracts; • reinsurance to reduce liability for large individual risks; • underwriting to price, or 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. Key principles in managing our Liquidity and Funding Risk include: • maintaining the Group’s ability to meet liquidity ‘survival horizons’ under a range of stress scenarios to meet cash flow obligations over a short to medium term horizon; • maintaining a strong structural funding profile; and • maintaining a portfolio of high-quality liquid assets to act as a source of liquidity in times of stress. Our risk management and control framework for Market Risk involves us quantifying the magnitude of market risk within the trading and balance sheet portfolios through independent risk measurement. First, we identify the range of possible outcomes, the likely timeframe, and the likelihood of the outcome occurring. Then we allocate an appropriate amount of capital to support these activities. The Group operates a three-lines-of-defence model to manage Operational Risk, with each line of defence having defined roles, responsibilities and escalation paths to support effective two-way communication and effective management of our operational risk. Also, we have ongoing review mechanisms to ensure our Operational Risk framework continues to meet organisational needs and regulatory requirements. We manage Reinsurance Risk by: • measuring our counterparties’ probability of default, and • then restricting our counterparty exposures on the basis of financial strength and concentration. Reputation Risk The risk of loss that directly or indirectly impacts earnings, capital adequacy or value, that is caused by: We manage Reputation Risk by maintaining a positive and dynamic culture that: • adverse perceptions of the Group held by any of customers, • ensures we act with integrity; and the community, shareholders, investors, regulators, or rating agencies; • conduct risk associated with the Group’s employees or contractors (or both); or • the social or environmental (or both) impacts of our lending decisions. Strategic Risk The risk that the Group’s business strategy and strategic objectives may lead to an increase in other key Material Risks — for example: Credit Risk, Market Risk and Operational Risk. • enables us to build strong and trusted relationships with customers and clients, with colleagues, and with the broader society. We have well established decision-making frameworks and policies to ensure our business decisions are guided by sound social and environmental standards that take into account Reputation Risk. We consider and manage Strategic Risks through our annual strategic planning process, managed by the Executive Committee and approved by the Board. Any increase to our key Material Risks is managed in accordance with the risk management practices specified above. 35 ANZ 2017 ANNUAL REPORT REMUNERATION REPORT Dear Shareholder, 2017 Remuneration Report (audited) I am pleased to present our Remuneration Report for the year ending 30 September 2017. 2017 Outcomes — Strong link between performance and remuneration outcomes The Board assesses the performance of the Group, the Chief Executive Officer (CEO) and each Disclosed Executive at the end of each year. The assessments include a review of performance against annual targets and progress towards achieving longer term strategic goals. In 2017 ANZ produced good results for shareholders, customers and the communities in which we operate. Cash profit increased by 18% and good progress was made towards becoming a better balanced, better capitalised and more efficient bank. ANZ has maintained a strong cost management discipline, achieved sound risk management and compliance outcomes, improved capital efficiency and credit quality, and rebalanced the business portfolio to improve capital allocation and returns. While performance was good, it is recognised that there is more to do to rebuild community trust and improve the customer experience. Taking into consideration Group, business and individual performance, the Board determines remuneration outcomes for the Chief Executive Officer and Disclosed Executives. In relation to variable remuneration at risk, we set stretching yet achievable objectives and targets for each executive. When executives deliver on target performance at a Group and individual level (taking into consideration ANZ Values and risk/compliance standards), then variable remuneration awards are likely to be around the target. • For 2017, variable remuneration outcomes averaged 96% of target overall (64% of maximum opportunity), with significant differentiation at an individual level (ranging from 76% to 136% of target). • The performance rights awarded in November 2013 were tested in November 2016, but as the relative Total Shareholder Return performance hurdles were not met these performance rights lapsed and executives received no value from this award. Changes to this year’s Remuneration Report We have consolidated and simplified this year’s Remuneration Report to help readers understand our remuneration framework and how we determine remuneration outcomes based on performance. We’ve included a new overview section: 'Remuneration at a glance' on page 38, the weighting of the different elements in the Group performance outcomes section, and two new tables which detail 1) the variable remuneration awarded; and 2) the remuneration actually received by the CEO and current Disclosed Executives during the 2017 performance year. In 2018 we are reviewing our reward framework to ensure it continues to support ANZ’s strategic direction, culture and new ways of working. The review will also take into consideration the new Banking Executive Accountability Regime. On behalf of the Board, I invite you to read our refreshed Remuneration Report which will be presented to shareholders for adoption at the 2017 Annual General Meeting. Ilana Atlas Chair — Human Resources Committee CONTENTS 1. Who is Covered by this Report 2. Remuneration at a Glance 3. Composition of Executive Remuneration 4. Application of our Remuneration Principles 37 38 39 44 5. 2017 Outcomes 6. Non-Executive Director Remuneration 7. Remuneration Governance 8. Other Information 44 52 53 55 36 1. WHO IS COVERED BY THIS REPORT The Key Management Personnel (KMP) whose remuneration is disclosed in this year’s report are: Non-Executive Directors (NEDs) — Current D Gonski Chairman I Atlas P Dwyer J Halton H Lee G Liebelt Director Director Director — appointed 21 October 2016 Director Director J Macfarlane Director Non-Executive Directors (NEDs) — Former I Macfarlane Director — retired 16 December 2016 Chief Executive Officer (CEO) and Disclosed Executives — Current S Elliott Chief Executive Officer and Executive Director M Carnegie Group Executive, Digital Banking A George Group Executive, Wealth Australia — appointed 1 December 2016 D Hisco Group Executive and Chief Executive Officer, New Zealand G Hodges Deputy Chief Executive Officer M Jablko Chief Financial Officer F Ohlsson Group Executive, Australia M Whelan Group Executive, Institutional N Williams Chief Risk Officer Disclosed Executives — Former A Currie Former Chief Operating Officer — concluded in role 31 October 2016, ceased employment 1 July 2017 The Remuneration Report for the Group outlines our remuneration strategy and framework and the remuneration practices that apply to KMP. This report has been prepared, and audited, as required by the Corporations Act 2001. It forms part of the Directors’ Report. 37 REMUNERATION REPORT REMUNERATION REPORT (continued) 2. REMUNERATION AT A GLANCE ANZ’S PURPOSE AND STRATEGY 1 UNDERPINNED BY: OUR REMUNERATION POLICY/PRINCIPLES: Attract, motivate and retain talent Support the best interests of our customers and sound risk management Reward for performance and behaviours aligned with ANZ’s Values Focus on both short and longer term performance/ value creation DELIVERED TO OUR CEO AND DISCLOSED EXECUTIVES THROUGH: Fixed remuneration Variable remuneration delivered as OUR CORE REMUNERATION COMPONENTS2: Cash Deferred shares Performance rights At risk REINFORCED BY: ALIGNING REMUNERATION AND RISK: Assessing behaviours based on ANZ’s Values and risk/compliance standards Risk is a key input in determining variable remuneration Applying Board discretion on performance and remuneration outcomes Being able to downward adjust deferred remuneration (including to zero) Prohibiting the hedging of unvested equity WHILE SUPPORTING THE ALIGNMENT OF EXECUTIVES AND SHAREHOLDERS THROUGH: SHAREHOLDER ALIGNMENT: Substantial shareholding requirements Significant incentive deferral (up to four years) in ANZ equity Use of relative and absolute Total Shareholder Return (TSR) hurdles Use of Economic Profit as a key input in determining the incentive pool DRIVING PERFORMANCE THROUGH OBJECTIVES WITHIN THE GROUP PERFORMANCE FRAMEWORK TO DETERMINE THE INCENTIVE POOL: GROUP PERFORMANCE CATEGORIES: ANZ’S 2017 PERFORMANCE OVERALL: (refer to section 5.1) 2017 FIXED REMUNERATION CHANGES: Risk Financial and Discipline (50% weighting) Customer (30% weighting) People and Reputation (20% weighting) (overall adjustment) (combined weighting 100%) The 2017 result is a good outcome which demonstrates further progress in becoming a better balanced, better capitalised, more efficient bank. ANZ’s overall performance assessment was slightly below target and this is reflected in the variable remuneration outcomes. No change to the CEO’s and Disclosed Executives’ fixed remuneration for 2017. Fixed remuneration for new appointments has been set lower than prior incumbent. Fixed remuneration has remained unchanged since 2014 for a number of Disclosed Executives. No change to NED fees for 2017. INDIVIDUAL PERFORMANCE OUTCOMES REFLECT THE PERFORMANCE OF THE GROUP, DIVISION AND INDIVIDUAL: 2017 VARIABLE REMUNERATION OUTCOMES3: (refer to sections 5.2 and 5.3) CEO Annual Variable Remuneration: 95% of target (63% of max) Long Term Variable Remuneration: $2.1m/$4.2m (face value)4 at threshold/full vesting subject to shareholder approval Disclosed Executives Variable Remuneration outcomes: % of target % of max Average: 96% 64% Range: 76% - 136% 51% - 91% Nov 2013 performance rights fully lapsed. Executives received no value from this award. 1. Refer to the 'About our Business' and 'Our Strategy' sections of the Annual Report. 2. The structure of our remuneration framework is aligned with our remuneration principles and has been designed to support ANZ’s purpose and strategy. 3. Variable remuneration outcomes appropriately reflect the Group’s performance against the indicators in the Group performance framework, and also the individual’s performance against their own targets, which are appropriately stretching. 4. Face value at threshold/full vesting (50%/100% vesting). 38 ANZ 2017 ANNUAL REPORT 3. COMPOSITION OF EXECUTIVE REMUNERATION 3.1 REMUNERATION STRUCTURE There are two core components of remuneration at ANZ: • fixed remuneration; and • at risk variable remuneration. In structuring remuneration, the Board aims to find a balance between: • fixed remuneration and at risk variable remuneration; • cash and deferred equity; and • short, medium, and long-term rewards in line with ANZ’s performance cycle. In 2016 the Human Resources (HR) Committee reviewed the CEO and Disclosed Executives’ remuneration frameworks to ensure they support the achievement of ANZ’s strategic objectives. The review considered a range of factors including market practice, changes in market conditions, regulatory developments, feedback from shareholders and proxy advisors, and our overarching remuneration principles. The review resulted in (as disclosed in the 2016 Remuneration Report): • changes to the variable remuneration framework for Disclosed Executives and how we deliver variable remuneration to the CEO, effective from the 2016 year; and • an increase to the Variable Remuneration (VR) opportunity for Disclosed Executives (excluding the Chief Risk Officer (CRO)) effective from 1 October 2016 to 200% of their fixed remuneration, in order to better align with the external market. As a result a greater proportion of total remuneration will be at risk (67% compared to 63% previously). This change also aligns the proportion of fixed remuneration and at risk remuneration for the Disclosed Executives with the CEO. The CEO’s variable remuneration framework is slightly different to the Disclosed Executives, as follows: • CEO We reward the CEO on separate Annual Variable Remuneration (AVR) and Long Term Variable Remuneration (LTVR) frameworks, in accordance with his employment contract (as disclosed to the market at the time of his appointment) and this is also more consistent with external market practice. LTVR reinforces the CEO’s focus on achieving longer term strategic objectives and creating long-term value for all stakeholders. The HR Committee and the Board: • determine the CEO’s AVR outcome (half of which is deferred over one to four years); and • seek shareholder approval for the CEO’s LTVR. • Disclosed Executives We reward the Disclosed Executives under a single VR framework. This approach enables us to: • provide the appropriate mix of short and long-term rewards (including performance hurdles) to drive performance, and attract and retain talent; • tie the full VR award to the performance of ANZ; and • defer VR over the short, medium and longer term (with shares deferred over four years and the performance rights tested against their hurdles after three years). The HR Committee and the Board determines the VR outcome for each Disclosed Executive. The delivery of VR to Disclosed Executives in relation to the deferral periods and performance hurdles is aligned to that of the CEO. The Board can, on the basis of each executive’s performance, adjust the executive’s variable remuneration down, potentially to zero. We structure the CEO and Disclosed Executives’ remuneration based on the following target remuneration mix. The CEO and Disclosed Executives may be awarded amounts above or below the target for variable remuneration. CEO Fixed Remuneration 1/3 Annual Variable Remuneration (AVR) 1/3 Long Term Variable Remuneration (LTVR) 1/3 Disclosed Executives2 Fixed Remuneration 1/3 At Risk On target opportunity: 100% of fixed remuneration Maximum opportunity: 150% of target On target opportunity: 100% of fixed remuneration Cash 50% of AVR Deferred Shares 1 to 4 years 50% of AVR Performance Rights (face value at threshold vesting1) 3 years 100% of LTVR Variable Remuneration (VR) 2/3 At Risk On target opportunity: 200% of fixed remuneration Maximum opportunity: 150% of target Cash 33% of VR Deferred Shares 1 to 4 years 33% of VR Performance Rights (face value at threshold vesting1) 3 years 34% of VR 1. 50% vesting. 2. The CRO’s 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 ANZ. The CRO’s target remuneration has a slightly different mix: fixed remuneration (37%) and VR (63%). VR is delivered as 33% cash, 33% deferred shares and 34% deferred share rights (instead of performance rights). The CRO has a VR target of 170% of fixed remuneration and a maximum opportunity of 150% of target. 39 REMUNERATION REPORT REMUNERATION REPORT (continued) 3. COMPOSITION OF EXECUTIVE REMUNERATION (continued) By deferring a significant portion of an executive’s remuneration, we ensure that their variable remuneration: • is linked to performance; • has significant retention elements; • aligns their interests with shareholders’ to deliver against strategic objectives; and • can be adjusted downwards including to zero (if appropriate). 3.2 FIXED REMUNERATION We express fixed remuneration as a total dollar amount which is delivered as cash salary and superannuation contributions. The Board sets (and reviews annually) the CEO’s and Disclosed Executives’ fixed remuneration based on financial services market relativities reflecting their responsibilities, performance, qualifications, experience and location. In addition, for new appointments we have looked to set fixed remuneration lower than that of the prior incumbent (following the trend established with the CEO appointment). 3.3 VARIABLE REMUNERATION The ANZ Incentive Plan (ANZIP) is our main variable remuneration plan covering the majority of employees, including the CEO and Disclosed Executives. ANZIP pool sizing and allocation process ANZIP pool determined based on performance and affordability Board approval of ANZIP pool Business and individual allocation of pool 3.3.1 HOW DO WE DETERMINE THE VARIABLE REMUNERATION POOL AT A GROUP LEVEL? ANZIP incentive pool based on performance As managing risk appropriately is fundamental to the way ANZ operates, it is a key element in how we measure and assess performance at a Group, Division and individual level. The size of the overall incentive pool is determined considering Economic Profit performance (a risk adjusted financial measure) and also our performance against the Group performance categories (Risk, Financial and Discipline, Customer, and People and Reputation). ANZ uses a Group performance framework approach to measure the overall performance of the Group in relation to the ANZIP. The Group performance framework is designed around three key inputs: • Creating a safe bank with sound risk practices; • Achieving our agreed annual and longer term goals; and • Realising our strategic vision. This approach provides indicators under the categories of: • Risk — separate measure which can adjust the overall performance assessment; • Financial and Discipline (50% weighting); • Customer (30% weighting); and • People and Reputation (20% weighting). The indicators within each category encourage our people to be focused on both annual priorities and on broader long-term strategies to deliver shareholder value. The performance indicators are designed to be stretching yet achievable: they are approved by the Board and are set considering prior year performance, industry standards and ANZ’s strategic objectives. Many of our indicators also focus on targets which are set for the current year in context of progress towards longer term goals. As the specific targets and features relating to all these indicators are commercially sensitive, we have not provided them in detail. 40 ANZ 2017 ANNUAL REPORT 3. COMPOSITION OF EXECUTIVE REMUNERATION (continued) Determination of ANZIP Pool for Allocation At the end of each financial year the HR Committee: • Assesses performance against the Group performance framework (which was set at the start of the year), with input from the CEO, CRO and Chief Financial Officer (CFO); • Considers the pool size based on overall Group performance and affordability (for example above target performance is likely to result in an above target pool); • Makes a recommendation to the Board for approval, with the final ANZIP incentive pool determined by the Board. 3.3.2 HOW DO WE DETERMINE VARIABLE REMUNERATION AT AN INDIVIDUAL LEVEL? Variable remuneration is designed to focus our CEO and Disclosed Executives on key performance measures supporting our business strategy, and encourage the delivery of value for shareholders. Performance objectives set • Individual objectives are agreed for the CEO and Disclosed Executives, using a balanced scorecard approach under the four categories of (i) Risk, (ii) Financial and Discipline, (iii) Customer, and (iv) People and Reputation. Start • The weighting of measures varies to reflect the responsibilities of each individual’s role. • Many of these measures relate to the contribution towards medium to longer term performance outcomes aligned to ANZ’s strategic objectives. • This methodology is replicated across ANZ for all employees reflecting the individual’s responsibilities. ANZ financial year End Performance assessed against objectives • The performance of the CEO and each Disclosed Executive is assessed against their objectives, ANZ’s Values and ANZ’s risk and compliance standards. • The HR Committee seeks input from the CEO, CRO (on risk management), CFO (on financial performance) and Group General Manager Internal Audit (on internal audit matters). • The HR Committee reviews (and the Board reviews and approves) the performance outcomes for the CEO and each Disclosed Executive. Determination of remuneration outcomes • The HR Committee considers the performance of the Group, Division and individual to determine remuneration recommendations for the CEO and Disclosed Executives respectively. • Where the CEO and Disclosed Executives deliver on target performance at a Group and individual level (taking into consideration ANZ Values and risk/compliance standards), then variable remuneration recommendations are likely to be around target opportunity. Recommendations will be adjusted up or down in line with performance. • The Committee’s recommendations are then reviewed and ultimately approved by the Board. 3.3.3 HOW IS VARIABLE REMUNERATION DELIVERED? As the table below shows, variable remuneration is delivered partly in cash, partly in shares deferred evenly over four years, and partly in performance rights. The performance rights are subject to performance hurdles which determine whether they vest in three years’ time. 1 Oct 2016 30 Sep 2017 Nov 2017 Nov 2018 Nov 2019 Nov 2020 Nov 2021 Fixed remuneration ANZ financial year d e t a c o l l i a / d a p n o i t a r e n u m e r e b a i r a V l h s a C d e r r e f e D s e r a h s e c n a m r o f r e P s t h g i r 25% vesting at the end of year 1 25% vesting at the end of year 2 25% vesting at the end of year 3 Vesting is subject to meeting TSR performance hurdles at the end of year 3 25% vesting at the end of year 4 41 REMUNERATION REPORT REMUNERATION REPORT (continued) 3. COMPOSITION OF EXECUTIVE REMUNERATION (continued) Cash The cash component is paid to executives at the end of the annual Performance and Remuneration Review (usually in late November). Deferred shares Deferred shares are ordinary shares and are deferred evenly over one to four years. By deferring part of an executives’ remuneration over time (and it remaining subject to downward adjustment), we enable a substantial amount of their remuneration to be directly linked to delivering long-term shareholder value. We grant deferred shares in respect of the 1 October to 30 September performance period in late November each year. We calculate the number of deferred shares to be granted based on the Volume Weighted Average Price (VWAP) of the shares traded on the ASX in the week leading up to and including the date of grant. For disclosure and expensing purposes, we use the one day VWAP to determine the fair value. In some cases (generally due to regulatory/tax reasons), we may grant deferred share rights to executives instead of deferred shares. Each deferred share right entitles the holder to one ordinary share. Performance rights — CEO (LTVR) and Disclosed Executives (VR) excluding the CRO1 What is a performance right? A performance right is a right to acquire one ordinary ANZ share at nil cost — as long as time and performance hurdles are met. The future value of performance rights may range from zero to an indeterminate value depending on performance against the hurdles and the share price at the time of exercise. What is the performance period? Performance rights have a three year performance period. For the 2017 grant (to be granted in November/December 2017), the performance period is from 22 November 2017 to 21 November 2020. What are the performance hurdles and why? We use a three year performance period as it: aligns to our business planning cycle, provides sufficient time for longer term performance to be reflected, while balancing a reasonable timeframe for executives to find the award meaningful and motivating. We will apply two Total Shareholder Return (TSR) performance hurdles for the 2017 grants of performance rights (as we did in 2016): • 75% will be measured against a relative TSR hurdle (tranche 1); • 25% will be measured against an absolute TSR hurdle (tranche 2). TSR represents the change in value of a share plus the value of reinvested dividends paid. We regard it as the most appropriate long-term measure as it focuses on the delivery of shareholder value and is a well understood and tested mechanism to measure performance. The combination of relative and absolute TSR hurdles provides balance to the plan by: • Relative: rewarding executives for performance that exceeds that of peer companies; and • Absolute: ensuring there is a continued focus on providing positive growth — even when the market is declining. The two hurdles measure separate aspects of performance: • the relative TSR hurdle measures our TSR compared to that of the Select Financial Services comparator group, comprising of core local and global competitors. This comparator group is chosen to broadly reflect the geographies and business segments in which ANZ competes for revenue; and • the absolute Compound Annual Growth Rate (CAGR) TSR hurdle provides executives with a more direct line of sight to the level of shareholder return to be achieved. It also provides a tighter correlation between the executives’ rewards and the shareholders’ financial outcomes. We will measure ANZ’s TSR against each hurdle at the end of the three year performance period to determine whether each tranche of performance rights become exercisable. We measure each tranche independently from the other, so one tranche may vest fully or partially but another tranche may not vest. 42 ANZ 2017 ANNUAL REPORT 3. COMPOSITION OF EXECUTIVE REMUNERATION (continued) Performance rights — CEO (LTVR) and Disclosed Executives (VR) excluding the CRO1 What is the relative TSR performance hurdle? Relative TSR is an external hurdle that measures our TSR against that of the Select Financial Services comparator group over three years. (Also refer to ANZ TSR performance in section 5.1 and hurdle outcomes in section 5.3) The Select Financial Services comparator group is made up of: Bank of Queensland Limited; Bendigo and Adelaide Bank Limited; Commonwealth Bank of Australia Limited; DBS Bank Limited; Macquarie Group Limited; National Australia Bank Limited; Standard Chartered PLC; Suncorp Group Limited; and Westpac Banking Corporation. If our TSR when compared to the TSR of the comparator group then the percentage of performance rights that vest is less than the 50th percentile is nil reaches at least the 50th percentile, but is less than the 75th percentile is 50% plus 2% for every one percentile increase above the 50th percentile reaches or exceeds the 75th percentile is 100% What is the absolute TSR performance hurdle? Absolute CAGR TSR is an internal hurdle of whether ANZ achieves or exceeds a threshold level of growth the Board sets at the start of the performance period. The HR Committee recommends the absolute TSR targets for that year’s award to the Board for approval. In recommending the targets the Committee considers factors including: the risk free bond rate; historical volatility of ANZ’s share price relative to the market; and the market risk premium. If the absolute CAGR of our TSR is less than 9.5% is 9.5% then the percentage of performance rights that vest is nil is 50% reaches at least 9.5%, but is less than 14.3% is progressively increased on a pro-rata, straight-line, basis from 50% to 100% reaches or exceeds 14.3% is 100% When calculating performance against TSR, we: • reduce the impact of share price volatility, by using an averaging calculation over a 90 day period for start and end values; • ensure an independent measurement, by engaging the services of an external organisation (Mercer Consulting (Australia) Pty Ltd) to calculate ANZ’s performance against the TSR hurdles; and • test the performance against the relevant hurdle once only at the end of the three year performance period — the rights lapse if the performance hurdle is not met. How do we calculate TSR performance? How do we calculate the number of performance rights? The number of performance rights we grant is calculated using a face value basis (i.e. the full share price). Face value at full (100%) vesting is split into two tranches. Each tranche value is then divided by the market price (five trading day VWAP of ANZ shares at the start of the performance period) to determine the number of performance rights we award in each tranche. Performance rights are allocated in November for Disclosed Executives and December for the CEO (subject to shareholder approval). How do we expense performance rights? ANZ engages an external expert to independently determine the fair value of: • performance rights, for expensing purposes; and • deferred share rights, for allocation and expensing purposes. They consider factors including: the performance conditions; share price volatility; life of the instrument; dividend yield; and share price at grant date. 1. Excluding the CRO who receives deferred share rights instead of performance rights to preserve the independence of this role and to minimise any conflicts of interest in carrying out the risk control function across the organisation. These deferred share rights are subject to a time-based vesting hurdle of three years. The value used to determine the number of deferred share rights to be allocated is based on an independent fair value calculation. 43 REMUNERATION REPORT REMUNERATION REPORT (continued) 3. COMPOSITION OF EXECUTIVE REMUNERATION (continued) 3.3.4 DOWNWARD ADJUSTMENT OF DEFERRED REMUNERATION — BOARD DISCRETION Any deferred remuneration we award is subject — even after it has been granted — to the Board’s on-going and absolute discretion to adjust deferred remuneration downward, including to zero at any time. The Board may do that if it: • considers such an adjustment is necessary, or appropriate, to protect the financial soundness of ANZ or to meet unforeseen regulatory requirements; or • considers that having regard to information which has come to light after the grant of the remuneration, the remuneration was either not justified at the time, or should not vest because of employee behaviour or conduct before, on, or after, the date of grant. If the Board makes such an adjustment, then the relevant deferred remuneration is immediately and automatically forfeited and will not vest. Accordingly, before any scheduled release of deferred remuneration, the Board considers whether any downward adjustment (or deferral of vesting for a further period or periods) should be made. No downward adjustment was applied to the deferred remuneration of the CEO and Disclosed Executives during 2017. 4. APPLICATION OF OUR REMUNERATION PRINCIPLES Our remuneration policy and principles are a key consideration when making decisions pertaining to our remuneration frameworks. Summary of our remuneration principles Attract, motivate and retain talent Support the best interests of our customers and sound risk management Reward for performance and behaviours aligned with ANZ’s Values Focus on both short and longer term performance/value creation 5. 2017 OUTCOMES 5.1 ANZ PERFORMANCE OUTCOMES ✓ ✓ ✓ ✓ For example, in relation to our variable remuneration frameworks Variable remuneration targets are set taking into consideration the external market, with variable remuneration outcomes adjusted up or down in line with performance. Performance objectives include customer and risk measures, in addition to financial and people measures. Performance assessments and remuneration outcomes take into consideration performance assessed against individuals’ objectives, ANZ’s Values and our risk and compliance standards. Variable remuneration is determined based on performance within the financial year and progress towards achieving longer term strategic goals. A substantial portion is deferred in ANZ equity over the longer term and the performance rights component will only vest where the hurdles are achieved when tested after three years. How we assessed the Group’s performance for the 2017 financial year An overall assessment of performance is undertaken against the Group performance framework. The framework provides a set of indicative measures which are used as a guide to analyse the quality of the outcomes delivered against the Group’s strategic goals. The indicative measures provide a structure to help assess performance however in respect of the overall assessment, judgement is applied given the measures may not be of equal weight. Risk outcomes form an integral part of the assessment as to the quality of the management of ANZ. The focus on creating a safe bank with sound risk practices is reinforced by having the Risk assessment directly impact the overall assessment of the Group’s performance (i.e. a multiplier effect). The 2017 ANZIP pool reflects the overall assessment of Group performance, the change in performance year-on-year, the composition of earnings (i.e. the quality of the result), progress against strategy, and affordability. Summary of Group Performance Assessment Risk + Financial & Discipline + Customer + People & Reputation = Group Performance Assessment Overall Adjustment Assessment: Target 50% weight Assessment: Above Target 30% weight Assessment: Target 20% weight Assessment: Below Target Overall Assessment Outcome: Slightly Below Target 44 ANZ 2017 ANNUAL REPORT 5. 2017 OUTCOMES (continued) Performance framework: Overview of indicative measures informing our assessment of performance The table below provides an overview of some of the indicative measures used to inform the overall assessment for each of the key performance categories. Indicative Measure Risk Overall assessment: Target Performance against Indicative Measures [+/=/- refers to outcome against target] Risk performance was assessed as on target taking into consideration performance against key risk indicators and an overall assessment of risk management. There has been a strong tone from the top on Risk and Compliance and setting the right culture in line with our objectives to: a. Maintain a culture where we understand, measure and proactively manage risk and compliance operations; b. Ensure employees live the ANZ Values and ensure strict adherence to legal, compliance, regulatory and health/safety requirements (underpinned by robust staff training programs); and c. Ensure ANZ’s products, services and processes are responsible and fair for customers and ANZ. • No material breaches of relevant regulations (e.g. anti-money laundering, know your customer, sanctions) • + No material breaches with positive feedback from principal regulators on ANZ’s proactive collaboration and transparency • Nil adverse audit trend — stretch target • >99% of employees to complete mandatory learning • Annual credit reviews are a key credit control. Therefore we target to have <3% of total customer group reviews overdue • - 4: none material or systemic across bank • + 99.7% completion rate, reflecting the cultural importance of mandatory learning in ensuring we understand our regulatory obligations • + We continued to improve our performance in 2017 with <1% overdue • Customer complaints referred to external dispute resolution • = Assessed as on target, although recognised there is more we can do to improve the customer experience Financial and Discipline Overall assessment: Above Target Group financial performance improved on 2016, with significant progress in implementing strategic priorities including ongoing expense discipline resulting in an absolute reduction in operating costs year-on-year (without sacrificing investment in the business) and rebalancing Group capital through a significant reduction in Institutional capital intensity. Today, circa 53% of Group Capital is allocated to the Retail and Commercial businesses in Australia and New Zealand up from 44% two years ago. Strong organic capital generation along with the announcement of a number of divestments in 2017 means ANZ reported an APRA CET1 ratio of 10.6%, well in advance of APRA’s unquestionably strong CET1 requirements. Strategy Execution • Reshaping of the Institutional business through the reduction of Risk Weighted assets to improve capital efficiency • >3 transactions agreed and announced • + Substantial reweighting of capital usage reflecting a reduction in credit risk weighted assets in Institutional — down $18bn. Aggregate reduction of $46bn over two years • + Transactions announced are sale of Retail and Wealth in 6 Asian countries, sale of Shanghai Rural Commercial Bank, UDC1, Wealth Pension and Investments and Aligned Dealer Group businesses, as well as the sale of shareholding in Metrobank Card Corporation2. In aggregate these will contribute ~90 bps of CET1 capital (of which 9 bps was realised in 2017) • Increase proportion of investment spend within total spend • + Group expenses decreased 9% (or 1.5% after adjusting for large/notable items) while reducing costs in absolute terms year-on-year within which expensed investment opex was up 4% Profitability • Reduction in operating expenses Returns • Total shareholder returns (TSR) relative to peers • Return on equity (ROE) Funding and Liquidity • Core funding and CET1 ratio • + 9% year-on-year reduction of operating expenditure (1.5% year-on-year reduction after adjusting for 2016 large/notable items) • + Top quartile of peers • = ROE up 159 bps to 11.9% driven by improved profit performance and the impact of rebalancing the asset portfolio on capital consumption • + Funding and liquidity have been managed well, with core funding ratio above target, and CET1 up 96 bps to 10.6% against a target of 9.5% 45 REMUNERATION REPORT REMUNERATION REPORT (continued) 5. 2017 OUTCOMES (continued) Performance framework: Overview of indicative measures informing our assessment of performance Indicative Measure Performance against Indicative Measures [+/=/- refers to outcome against target] Customer Overall assessment: Target Despite a challenging external environment, customer performance was strong, with particular highlights including the strong uplift in digital sales, the launch of a series of innovative and industry leading services like BladePayTM and the extension of our mobile payments leadership with the launch of Samsung Pay and FitBitTM Pay (established with Apple PayTM and Android PayTM). The Group also carefully managed the impact of reshaping the Institutional business (which involved the exit of a large number of client relationships delivering significant reduction in the size of the asset book and an improvement in risk adjusted return in the Institutional business). Customers as Advocates • Improve Net Promoter Score (NPS)3 • - In aggregate the NPS score was maintained or decreased. Australia/NZ Corporate and Commercial Banking, and NZ Retail scores maintained, Australia Retail and Australia/NZ Institutional decreased • Maintain or improve position in respect of relevant customer • = Position maintained or improved satisfaction/relationship strength indices Diversification of sales channels • Increase brand strength • Launch customer innovations • Increase profit contribution and diversity to less capital intensive revenue streams in Institutional • Increase the proportion of digital sales • = Increased brand index and gap closed relative to market leader • + A number of key innovations launched across the business (e.g. BladePayTM, Android PayTM, FitBitTM Pay) which have proven effective in increasing customer numbers and strengthening relationships • - Average risk weighted assets increased from 0.6% to 1.1% and the high returning cash management business is now 21% of Institutional income, however there is more to be done to grow the customer franchise business following a period of customer exits and product rationalisation • + Digital sales as % of total sales increased in Australia Retail, NZ Retail, and Australia Corporate and Commercial Banking Market Share • Increase Australia and NZ market share (in deposits, in clients doing business outside of Australia/NZ, and revenue in Australia/NZ from international clients) • = Increased year-on-year • Reduce customer attrition • = Customer attrition has reduced in Australia Retail and was relatively flat in NZ Retail People and Reputation Overall assessment: Below Target The complex and fast changing internal and external environments created a challenging year for our people. While there are a number of highlights such as the commencement of a program of work designed to lift productivity and embed new ways of working, there is more work to be done in the areas of engagement and improving the reputation of the Banking and Finance industry. Diversifying our workforce • Improving gender diversity in management — increase representation of women in management Engaging our People • Improve staff engagement Retention and Performance Management • Reduce staff attrition in the pool identified as 'key talent' • 50% reduction in the number of employees with consecutive years of poor performance outcomes Sustainability • Australia and New Zealand Randstad employer of choice ratings • - Stable at 41.5%. However % of female Senior Managers, Executives and Senior Executives increased by 0.6%, 2.3% and 1.9% respectively • The 2017 pulse survey showed a result of 72% (sent to 10% of bank, with 57% response rate)4 • - 9.9% turnover of key talent — can improve further • - 46% reduction year-on-year — can improve further • - Target achieved in Australia, with improvement required in NZ • Maintain strong performance on Dow Jones • = Retained our place as a sector global leader (in the top four banks globally) Sustainability Indices 1. UDC provides asset based finance in NZ. 2. The remaining divestments are subject to regulatory approvals. 3. NPS is a customer loyalty metric used globally to evaluate a company’s brand, products or services. Net Promoter® and NPS® are registered trademarks and Net Promoter Score and Net Promoter System are trademarks of Bain & Company, Satmetrix Systems and Fred Reichheld. 4. No assessment has been included as year-on-year outcomes are not directly comparable. 46 ANZ 2017 ANNUAL REPORT 5. 2017 OUTCOMES (continued) ANZ’s Financial Performance 2013 – 2017 Statutory profit ($m) Cash profit ($m, unaudited) Cash return on equity (ROE) (%) (unaudited) Cash earnings per share (EPS) (unaudited) Share price at 30 September ($) (On 1 October 2012, opening share price was $24.62) Total dividend (cents per share) Total shareholder return (12 month %) 2013 6,310 6,492 15.3% 238.3 30.78 164 31.5 2014 7,271 7,117 15.4% 260.3 30.92 178 5.9 2015 7,493 7,216 14.0% 260.3 27.08 181 (7.5) 2016 5,709 5,889 10.3% 202.6 27.63 160 9.2 2017 6,406 6,938 11.9% 237.1 29.60 160 13.1 Since 1 October 2012, the Group has used cash profit as a measure of performance for the Group’s ongoing business activities, and provides a basis to assess Group and Divisional performance against earlier periods and against peer institutions. • We calculate cash profit by adjusting statutory profit for non-core items, consistent with prior years. • Although cash profit is not audited, the external auditor has informed the Audit Committee that recurring adjustments have been determined on a consistent basis across each period presented, and the additional adjustment for Shanghai Rural Commercial Bank as held for sale in the March 2017 half is appropriate. • While cash profit forms part of the Financial and Discipline performance assessment, the sizing of the ANZIP pool takes account of both cash profit and Economic Profit. Importantly, Economic Profit takes into consideration credit losses across an economic cycle. ANZ TSR performance (1 to 10 years) The table below compares ANZ’s TSR performance against the median TSR and upper quartile TSR of the performance rights Select Financial Services (SFS) comparator group over one to ten years. ANZ’s TSR performance was below the median TSR of the SFS Comparator Group when comparing over one, three and five years, and above the median over ten years to 30 September 2017. ANZ Median TSR SFS Upper Quartile TSR SFS 1 13.1% 17.2% 21.0% Years to 30 September 2017 3 12.5% 18.0% 24.9% 5 58.9% 78.8% 104.0% 10 78.7% 59.1% 85.4% 47 REMUNERATION REPORT REMUNERATION REPORT (continued) 5. 2017 OUTCOMES (continued) 5.2 CEO'S AND DISCLOSED EXECUTIVES’ REMUNERATION OUTCOMES The CEO and Disclosed Executives’ fixed remuneration was reviewed, with no change for the year ending 30 September 2017. The Board approved the CEO’s 2017 AVR and the Disclosed Executives’ 2017 VR outcomes. In doing so, it considered the performance of the individual, the business and overall Group performance, and the shareholder experience. At the start of each year, stretching yet achievable performance objectives are set for the CEO and each Disclosed Executive. When executives deliver on target performance at a Group and individual level (taking into consideration ANZ Values and risk/compliance standards), then variable remuneration awards are likely to be around the target. At year end, each executive’s performance is assessed against their objectives for the year and also taking into consideration risk/compliance standards and their demonstration of the ANZ Values. The CEO assesses the performance of the Disclosed Executives and makes recommendations to the HR Committee. The HR Committee assesses the performance of the CEO and makes recommendations to the Board on both the CEO and the Disclosed Executives’ performance and remuneration outcomes. Average VR for Disclosed Executives is 96% of target (64% of maximum), which is well aligned with overall ANZ performance. The VR differentiation at an individual level ranges between 76% to 136% of target. The differentiation in outcomes reflects the relative performance of the different areas/ individuals and also demonstrates the at risk nature of VR. These VR outcomes (which are paid/granted in November 2017), demonstrate a clear link between performance and reward at both an ANZ and individual level for the 2017 financial year. Whether the portion of 2017 VR delivered as performance rights vests will be subject to ANZ’s TSR performance over a three year performance period, in line with our business planning cycle. The CEO’s proposed 2017 LTVR of $2.1 million/$4.2 million (performance rights face value at threshold/full vesting) is subject to shareholder approval at the 2017 Annual General Meeting. The TSR performance hurdles reflect the importance of focusing on achieving longer term strategic objectives and aligning executives’ and shareholders’ interests. Year-on-year Remuneration awarded This table shows a year-on-year comparison of remuneration awarded to the CEO and Disclosed Executives for the 2016 and 2017 performance periods. However it should be noted that year-on-year comparisons are not comparable for those shaded (Elliott, Carnegie, Jablko and Ohlsson) as they were only in their current role for part of the 2016 year. There were no increases to fixed remuneration for 2017. The year-on-year differences for Elliott and Whelan reflect the fixed remuneration increases at the time they were appointed to their new roles in 2016, while for Hisco it reflects differences in exchange rates when converting NZD to AUD. The differences for Carnegie, Jablko and Ohlsson are due to having only worked part of the 2016 year as a Disclosed Executive. Financial Year CEO and Current Disclosed Executives S Elliott 2017 M Carnegie 2017 2016 (9 months as CEO) A George D Hisco G Hodges M Jablko F Ohlsson M Whelan N Williams 2016 (~3 months in role) 2017 (10 months in role) 2017 2016 2017 2016 2017 2016 (~2.5 months in role) 2017 2016 (8 months in role) 2017 2016 2017 2016 Fixed remuneration $ Variable remuneration awarded $ Total remuneration awarded $ 2,100,000 1,887,500 1,000,000 260,000 664,000 1,195,013 1,186,570 1,050,000 1,050,000 1,000,000 200,000 1,000,000 660,000 1,200,000 1,166,000 1,350,000 1,350,000 4,100,000 3,650,000 1,700,000 400,000 913,000 2,200,550 2,199,905 2,220,000 1,785,000 2,240,000 400,000 1,620,000 848,100 3,275,000 2,275,000 1,900,000 2,150,000 6,200,000 5,537,500 2,700,000 660,000 1,577,000 3,395,563 3,386,475 3,270,000 2,835,000 3,240,000 600,000 2,620,000 1,508,100 4,475,000 3,441,000 3,250,000 3,500,000 This table supplements, and is different to, the Statutory Remuneration table which presents the accounting expense for both vested and unvested awards in accordance with the Australian Accounting Standards. A further breakdown of the variable remuneration awarded for 2017 is provided on the next page. 48 ANZ 2017 ANNUAL REPORT 5. 2017 OUTCOMES (continued) 2017 Variable Remuneration awarded This table shows the VR awarded to the CEO and Disclosed Executives for the year ending 30 September 2017 and what this represents as a % of their target opportunity and maximum opportunity. The average variable remuneration awarded to the CEO and Disclosed Executives is 96% of target (64% of maximum) which is well aligned with the Group performance assessment outcome. Only the cash component will be received now, the deferred shares will vest over four years and the performance rights may or may not vest when tested against the hurdles after three years. Target opportunity Maximum opportunity S Elliott AVR $2,000,000 (95% of target, 63% of max) LTVR $2,100,000 performance rights face value at threshold vesting ($4,200,000 face value at full vesting) — subject to shareholder approval at the 2017 Annual General Meeting. (100% of target) M Carnegie VR $1,700,000 $1,000,000 $1,000,000 + = (85% of target, 57% of max) $561,000 $561,000 $578,000 + + = A George1 VR $913,000 (76% of target, 51% of max) D Hisco VR $2,200,550 (92% of target, 61% of max) G Hodges VR $2,220,000 (106% of target, 70% of max) M Jablko VR $2,240,000 (112% of target, 75% of max) F Ohlsson VR $1,620,000 (81% of target, 54% of max) M Whelan VR $3,275,000 (136% of target, 91% of max) N Williams2 VR $1,900,000 (83% of target, 55% of max) = = = = = = = $301,290 + $301,290 + $310,420 $726,181 $732,600 $739,200 + + + $726,181 + $748,187 $732,600 $739,200 + + $754,800 $761,600 $534,600 + $534,600 + $550,800 $1,080,750 + $1,080,750 + $1,113,500 $627,000 + $627,000 + $646,000 Cash Deferred shares or deferred share rights Performance rights face value at threshold vesting3 1. Remuneration disclosed from commencement in Disclosed Executive role. 2. As CRO, receives deferred share rights instead of performance rights. 3. Multiply by two to convert to face value at full vesting. 2017 Actual Remuneration received This table shows the remuneration actually received by the CEO and current Disclosed Executives in relation to the 2017 performance year as cash, or in the case of prior equity awards, the value which vested in 2017. The final column also shows the value of prior equity awards which lapsed in 2017 (these awards reflect the 2013 performance rights which failed to meet the performance hurdles when tested in November 2016). Only the cash component of the 2017 VR award appears in this table, as the other components are deferred and may/may not vest in future years. Fixed remuneration $ Cash variable remuneration $ CEO and Current Disclosed Executives S Elliott M Carnegie A George2 D Hisco3 G Hodges M Jablko F Ohlsson M Whelan N Williams 2,100,000 1,000,000 664,000 1,195,013 1,050,000 1,000,000 1,000,000 1,200,000 1,350,000 1,000,000 561,000 301,290 726,181 732,600 739,200 534,600 1,080,750 627,000 Deferred variable remuneration which vested during the year1 $ Other deferred remuneration which vested during the year1 $ Total cash $ Deferred variable remuneration which lapsed/ forfeited during the year1 $ Actual remuneration received $ 3,100,000 1,161,588 1,561,000 965,290 1,921,194 1,782,600 1,739,200 1,534,600 2,280,750 1,977,000 - - 1,102,772 677,607 - 2,783,169 250,000 - - - 1,004,553 694,592 1,154,038 1,621,508 - - - 4,261,588 4,344,169 1,215,290 3,023,966 2,460,207 2,743,753 2,229,192 3,434,788 3,598,508 (1,929,199) - - (1,348,887) (964,586) - (254,839) (385,812) - 1. The point in time value of previously deferred remuneration granted as shares/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 or lapsing/forfeiture multiplied by the number of shares/share rights and/or performance rights. The amount paid as deferred cash is the value included. 2. Remuneration disclosed from commencement in Disclosed Executive role (1 December 2016). 3. Paid in NZD and converted to AUD. This table supplements, and is different to, the Statutory Remuneration table which presents the accounting expense for both vested and unvested awards in accordance with the Australian Accounting Standards. 49 REMUNERATION REPORT REMUNERATION REPORT (continued) 5. 2017 OUTCOMES (continued) 2017 Statutory Remuneration — CEO and Disclosed Executives The following table outlines the statutory remuneration disclosed in accordance with the Australian Accounting Standards. Short-Term Employee Benefits Post-Employment Financial Year Cash salary1 $ Non monetary benefits2 $ Total cash incentive3 $ Other cash $ Super contributions $ Retirement benefit accrued during year4 $ CEO and Current Disclosed Executives S Elliott M Carnegie7 A George8 D Hisco9, 10 G Hodges M Jablko11 F Ohlsson10, 12 M Whelan13 N Williams 2017 2016 2017 2016 2017 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 1,917,808 1,723,744 913,242 237,443 614,521 16,995 17,110 29,920 7,072 22,468 1,195,013 465,103 1,186,570 472,574 958,904 958,904 913,242 182,648 913,242 602,740 17,753 17,110 15,515 - 46,848 30,072 1,000,000 775,000 561,000 132,000 301,290 726,181 725,969 732,600 589,050 739,200 132,000 534,600 279,873 1,095,890 11,995 1,080,750 1,064,840 1,232,877 1,232,877 11,610 19,359 19,707 750,750 627,000 709,500 Former Disclosed Executive A Currie14 2017 2016 753,425 966,077 192,565 17,110 - 495,000 - - 100,000 736,000 250,000 - - - - 268,082 - - - - - - - - - 182,192 163,756 87,258 22,557 58,107 - - 91,096 91,096 87,258 17,352 86,758 57,260 104,110 101,160 117,123 117,123 71,575 95,434 - - - - - 7,636 7,034 4,565 4,522 - - - - - - 5,870 5,814 - - 1. Cash salary includes any adjustments required to reflect the use of ANZ's Lifestyle Leave Policy. 2. Non monetary benefits generally consist of company-funded benefits such as car parking and taxation services. 3. The total cash incentive relates to the cash component only. The relevant amortisation of the AVR/VR deferred components is included in share-based payments and has been amortised over the vesting period. The total AVR/VR was approved by the Board on 25 October 2017. 100% of the cash component of the AVR/VR awarded for the 2016 and 2017 years vested to the Disclosed Executive in the applicable financial year. 4. Accrual relates to Retirement Allowance. As a result of being employed with ANZ before 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 three months of preserved notional salary (which is 65% of fixed remuneration) plus an additional 3% of notional salary for each year of full-time service above 10 years less the total accrual value of long service leave (including taken and untaken). 5. As required by 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. 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 neither related to, nor indicative of, the benefit (if any) that the executive may ultimately realise if the equity becomes exercisable. 6. Termination benefits reflect payment for accrued annual leave, long service leave and pay in lieu of notice payable on termination. 7. M Carnegie commenced in a Disclosed Executive role on 27 June 2016, so 2016 remuneration reflects a partial service year. As part of M Carnegie's employment arrangement, she received $836,000 in cash (of which $736,000 was paid in 2016 and $100,000 was paid in 2017) and $3.264 million in deferred equity vesting from November 2016 to June 2018, as compensation for bonus opportunity foregone and deferred remuneration forfeited (as disclosed in 2016). 50 ANZ 2017 ANNUAL REPORT Long-Term Employee Benefits Share-Based Payments5 Total amortisation value of Variable remuneration Other equity allocations Long service leave accrued during the year $ Shares $ Share rights $ Performance rights $ Shares $ Termination benefits6 $ Grand total remuneration $ 31,819 1,105,401 113,522 1,211,322 15,152 225,446 3,985 14,282 15,405 262,448 - - - - - 1,380,645 1,065,203 - - 177,089 2,794,880 10,496 689,853 120,594 - 21,319 19,566 15,910 16,203 15,152 3,113 15,152 68,843 18,182 51,210 20,455 20,511 - - 554,318 607,475 281,374 11,486 669,039 757,389 865,109 - - - - 788,989 610,999 587,186 221,998 952,292 8,340 181,983 162,978 299,530 331,818 - 333,975 827,073 950,540 - - 600,960 867,287 757,057 918,106 163,593 661,203 442,551 - - - 212,661 343,775 504,180 16,713 538,038 151,198 783,998 533 710 - - 533 469 - - - - - - - - - - - - - - - - - - - - - - - 5,634,860 5,069,657 4,903,987 1,853,688 1,644,833 3,842,213 4,066,521 2,986,145 2,871,546 3,494,113 536,922 2,391,459 1,536,825 3,799,203 3,372,661 3,490,931 3,780,695 563,015 2,641,196 - 3,063,568 8. A George commenced in a Disclosed Executive role on 1 December 2016, so 2017 remuneration reflects a partial service year. In relation to A George's role prior to her appointment to the Group Executive Committee, in July 2016 the Board approved a cash retention award of $500,000 with partial vesting in June 2017 ($250,000) and December 2017 ($250,000). 9. D Hisco's fixed remuneration is paid in NZD and converted to AUD. The year-on-year difference in cash salary relates to fluctuations in the exchange rate. 10. D Hisco and F Ohlsson were eligible in 2016, to receive shares in relation to the Employee Share Offer. That offer provides a grant of ANZ shares in each financial year to eligible employees subject to Board approval. Refer to Note 31 Employee Share and Option Plans for further details on the Employee Share Offer. 11. M Jablko commenced in a Disclosed Executive role on 18 July 2016, so 2016 remuneration reflects a partial service year. As part of M Jablko's employment arrangement, she received $268,082 in cash and $1,657,082 in deferred equity vesting from November 2017 to February 2021, as compensation for bonus opportunity foregone and deferred remuneration forfeited (as disclosed in 2016). 12. F Ohlsson commenced in a Disclosed Executive role on 1 February 2016, so 2016 remuneration reflects amounts prorated for the partial service year. 13. M Whelan's fixed remuneration was adjusted in February 2016 when he changed Disclosed Executive roles. The year-on-year difference in cash salary and superannuation contribution reflects this change. 14. A Currie concluded in his role on 31 October 2016 and ceased employment on 1 July 2017. Statutory remuneration table reflects his remuneration up to his date of termination, 1 July 2017. 51 REMUNERATION REPORT REMUNERATION REPORT (continued) 5. 2017 OUTCOMES (continued) 5.3 PERFORMANCE RIGHTS VESTING OUTCOMES Performance rights granted to the CEO and Disclosed Executives (excluding the CRO) in November 2013 reached the end of their performance period in November 2016. Hurdle Relative TSR — Select Financial Services Comparator Group Grant date First date exercisable ANZ TSR over three years Median TSR over three years 22-Nov-13 22-Nov-16 4.07% 18.01% Relative TSR — ASX 50 Comparator Group 22-Nov-13 22-Nov-16 4.07% 19.14% % vested 0% 0% Outcome Performance rights lapsed Performance rights lapsed It is likely that the performance rights we awarded our executives in late 2014 will also lapse when we test them in November 2017. 6. NON-EXECUTIVE DIRECTOR (NED) REMUNERATION The Board reviewed and determined not to increase NED fees for 2017. 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 serving on a Board Committee. In setting Board and Committee fees consideration is given to: general industry practice; best principles of corporate governance; the responsibilities and risks attached to the NED role; the time commitment expected of NEDs on Group and Company matters; and fees paid to NEDs of comparable companies. ANZ compares NED fees to a comparator group of Australian listed companies with a similar 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 by NEDs. This table shows the NED fee structure for 2017 (unchanged from 2016): Board1 $825,000 $240,000 Audit Committee Risk Committee Human Resources Committee Digital Business & Technology Committee $65,000 $32,500 $62,000 $31,000 $57,000 $29,000 $35,000 $15,000 Environment, Sustainability & Governance Committee $35,000 $15,000 Chair fee Member fee 1. Including superannuation. To maintain NED independence and impartiality: • NED fees are not linked to the performance of the Group; and • NEDs are not eligible to participate in any of the Group’s variable remuneration arrangements. 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. We expect our NEDs to hold ANZ shares NEDs are required: • to accumulate shares — over a five year period from their appointment — to the value of 100% (200% for the Chairman) of the NED fee for a Board member; and • to maintain this shareholding while they are a Director of ANZ. All NEDs have met — or, if appointed within the last five years, are on track to meet — their minimum shareholding requirement. 52 ANZ 2017 ANNUAL REPORT 6. NON-EXECUTIVE DIRECTOR (NED) REMUNERATION (continued) 2017 Statutory Remuneration — NEDs Short-Term NED Benefits Current Non-Executive Directors D Gonski I Atlas P Dwyer J Halton3 H Lee G Liebelt J Macfarlane Former Non-Executive Director I Macfarlane4 Total of all Non-Executive Directors Financial Year 2017 2016 2017 2016 2017 2016 2017 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Fees1 $ 805,276 805,615 317,776 297,115 345,276 345,615 241,063 315,276 315,615 343,151 338,615 298,776 299,115 68,225 330,115 2,734,819 2,731,805 Post-Employment Super contributions1 Total remuneration2 $ $ 19,724 19,385 19,724 19,385 19,724 19,385 18,894 19,724 19,385 19,724 19,385 19,724 19,385 4,904 19,385 142,142 135,695 825,000 825,000 337,500 316,500 365,000 365,000 259,957 335,000 335,000 362,875 358,000 318,500 318,500 73,129 349,500 2,876,961 2,867,500 1. Year-on-year differences in fees relate to changes in Committee memberships and changes to the superannuation maximum contribution base. 2. Long-term benefits and share-based payments do not apply for the Non-Executive Directors. There were no non monetary benefits or termination benefits for the Non-Executive Directors in either 2016 or 2017. J Halton commenced as a Non-Executive Director on 21 October 2016, so 2017 remuneration reflects a partial service year. I Macfarlane retired as a NED on 16 December 2016. Statutory remuneration table reflects his expense up to his date of retirement. 3. 4. 7. REMUNERATION GOVERNANCE 7.1 THE HUMAN RESOURCES (HR) COMMITTEE Role The HR Committee supports the Board on remuneration and other HR matters. They review the remuneration policies and practices of the Group, monitor market practice and also regulatory and compliance requirements in Australia and overseas. The HR Committee has a strong focus on the relationship between business performance, risk management and remuneration. During the year the HR Committee met on four occasions and reviewed and approved or made recommendations to the Board on matters including: • remuneration for the CEO and other key executives (broader than those disclosed in the Remuneration Report) covered by the ANZ Remuneration Policy; • the design of significant variable remuneration plans — for example: the ANZIP; • the Group performance framework (objectives setting and assessment) and annual variable remuneration spend; • performance and reward outcomes for key senior executives; • key senior executive appointments and terminations; • the effectiveness of the ANZ Remuneration Policy; • succession plans for key senior executives; and • diversity and inclusion, employee engagement, and health and safety. More details about the role of the HR Committee, including its Charter, can be found on our website. Go to anz.com > about us > our company > corporate governance > ANZ Human Resources Committee Charter. 53 REMUNERATION REPORT REMUNERATION REPORT (continued) 7. REMUNERATION GOVERNANCE (continued) Link between remuneration and risk To further reflect the importance of the link between remuneration and risk: • the Board had two NEDs in 2017 (increasing to three in 2018) who serve on both the HR Committee and the Risk Committee; • the HR Committee has free and unfettered access to risk and financial control personnel; and • the HR Committee can engage independent external advisors as needed. External advisors provided information but not recommendations Throughout the year, the HR Committee and management received information from the following external providers: Aon Hewitt, Ashurst, Ernst & Young, Mercer Consulting (Australia) Pty Ltd and PricewaterhouseCoopers. This information related to market data, market practices, legislative requirements and the interpretation of governance and regulatory requirements. During the year, the HR Committee did not receive any remuneration recommendations from consultants about the remuneration of KMP. ANZ employs in-house remuneration professionals who provide recommendations to the HR Committee and the Board. When doing so, they consider market information provided by external providers. The Board made its decisions independently, using the information provided and with careful regard to ANZ’s strategic objectives, risk appetite and the ANZ Remuneration Policy and principles. 7.2 INTERNAL GOVERNANCE Hedging prohibition All deferred equity must remain at risk until it has fully vested. Accordingly, executives and their associated persons must not enter into any schemes that specifically protect the unvested value of equity allocated. If they do so, then they forfeit the relevant equity. Shareholding guidelines We expect the CEO and each Disclosed Executive to, over a five year period: • accumulate ANZ shares to the value of 200% of their fixed remuneration; and • maintain this shareholding level while they are an executive of ANZ. For this purpose, shareholdings include all vested, and unvested, equity that is not subject to performance hurdles. Based on equity holdings as at 30 September 2017, the CEO and all Disclosed Executives: • who have been with us for at least five years, meet this requirement; and • who have been with us for less than five years, are on track to meet it. CEO and Disclosed Executives’ Contract Terms and equity treatment The details of the contract terms and also the equity treatment on termination (in accordance with the Conditions of Grant) relating to the CEO and Disclosed Executives are below. Although they are similar, they vary in some cases to suit different circumstances. Type of contract Permanent ongoing employment contract. Notice on resignation • 12 months’ by CEO; • 6 months’ by Disclosed Executives. Notice on termination by ANZ • 12 months’ by ANZ. However, ANZ may immediately terminate an individual’s employment at any time in the case of serious misconduct. In that case, the individual will be entitled only to payment of fixed remuneration up to the date of termination. How unvested equity is treated on leaving ANZ Executives who resign or are terminated will forfeit all their unvested deferred equity — unless the Board determines otherwise. Where an executive is terminated due to redundancy or they are classified as a 'good leaver', then: • their deferred shares/rights are released at the original vesting date; and • their performance rights1 are prorated for service to the full notice termination date and released at the original vesting date (if performance hurdles are met). On an executive’s death or total and permanent disablement, their deferred equity vests. Change of control (applicable for the CEO only) If a change of control or other similar event occurs, then we will test the performance conditions applying to the CEO’s performance rights. They will vest to the extent that the performance conditions are satisfied. 1. Or deferred share rights granted to the CRO instead of performance rights. 54 ANZ 2017 ANNUAL REPORT 8. OTHER INFORMATION 8.1 EQUITY HOLDINGS For the equity granted to the CEO and Disclosed Executives in November/December 2016, all deferred shares were purchased on the market. For deferred share rights and performance rights, we will determine our approach to satisfying awards closer to the time of vesting. The table below sets out details of deferred shares and rights that we granted to the CEO and Disclosed Executives: • during the 2017 year; or • in prior years and that then vested, were exercised/sold or which lapsed/were forfeited during the 2017 year. CEO and Disclosed Executives equity granted, vested, exercised/sold and lapsed/forfeited Type of equity Name Equity fair value at grant (for 2017 grants only) $ Number granted1 First date exercis- able Date of expiry Grant date Vested Lapsed/ Forfeited Exercised/Sold Value2 Value2 Number % $ Number % $ Number % Value2 $ Vested and exer- cisable as at 30 Sep 20173 Unexer- cisable as at 30 Sep 20174 CEO and Current Disclosed Executives S Elliott Deferred shares Deferred shares 18,814 22,796 21-Nov-14 21-Nov-16 - 18,814 100 524,399 18-Nov-15 18-Nov-16 - 22,796 100 637,189 Deferred shares 6,941 27.98 22-Nov-16 22-Nov-17 Deferred shares 6,941 27.98 22-Nov-16 22-Nov-18 Deferred shares 6,941 27.98 22-Nov-16 22-Nov-19 Deferred shares 6,941 27.98 22-Nov-16 22-Nov-20 - - - - Performance rights 36,049 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 32,916 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 112,862 14.01 16-Dec-16 16-Dec-19 16-Dec-21 Performance rights 37,620 12.28 16-Dec-16 16-Dec-19 16-Dec-21 - - - - - - - - - - - - - - - - M Carnegie Deferred shares 24,247 20-Aug-16 21-Nov-16 - 24,247 100 675,832 Deferred shares 24,336 20-Aug-16 01-Jun-17 - 24,336 100 680,040 Deferred shares 24,292 20-Aug-16 27-Feb-17 - 24,292 100 749,102 Deferred shares 19,336 20-Aug-16 20-Aug-17 - 19,336 100 578,195 Deferred shares 1,182 27.98 22-Nov-16 22-Nov-17 Deferred shares 1,182 27.98 22-Nov-16 22-Nov-18 Deferred shares 1,182 27.98 22-Nov-16 22-Nov-19 Deferred shares 1,182 27.98 22-Nov-16 22-Nov-20 - - - - Performance rights 7,309 14.14 22-Nov-16 22-Nov-19 22-Nov-21 Performance rights 2,436 10.38 22-Nov-16 22-Nov-19 22-Nov-21 A George5 D Hisco Deferred shares 7,000 31-Oct-08 31-Oct-11 Employee Share Offer 25 04-Dec-13 04-Dec-16 - - - - - - - - - - - - - - - - - - - - - - - 25 100 714 Deferred share rights 18,370 21-Nov-14 21-Nov-16 21-Nov-18 18,370 100 512,023 Deferred share rights 21,109 18-Nov-15 18-Nov-16 18-Nov-18 21,109 100 590,035 Deferred share rights 6,935 26.17 22-Nov-16 22-Nov-17 22-Nov-19 Deferred share rights 7,386 24.57 22-Nov-16 22-Nov-18 22-Nov-20 Deferred share rights 7,867 23.07 22-Nov-16 22-Nov-19 22-Nov-21 Deferred share rights 8,379 21.66 22-Nov-16 22-Nov-20 22-Nov-22 Performance rights 25,205 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 23,015 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 40,198 14.14 22-Nov-16 22-Nov-19 22-Nov-21 Performance rights 13,399 10.38 22-Nov-16 22-Nov-19 22-Nov-21 - - - - - - - - - - - - - - - - (25,205) 100 (705,075) - (23,015) 100 (643,812) - - - - - - - - - (36,049) 100 (1,008,420) - (32,916) 100 (920,779) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (18,814) 100 541,100 - (22,796) 100 655,624 - - - - - - - - - - - - - - - - - - - - - - - - - (24,247) 100 731,900 - (24,300) 100 698,316 - (24,292) 100 767,620 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6,941 6,941 6,941 6,941 - - - 112,862 - - 36 - 19,336 37,620 - - - - - - - - - - 1,182 1,182 1,182 1,182 7,309 2,436 - (7,000) 100 211,871 - - - - - 25 - (18,370) 100 580,486 - (21,109) 100 667,038 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6,935 7,386 7,867 8,379 - - 40,198 13,399 55 REMUNERATION REPORT REMUNERATION REPORT (continued) 8. OTHER INFORMATION (continued) CEO and Disclosed Executives equity granted, vested, exercised/sold and lapsed/forfeited Type of equity Name Equity fair value at grant (for 2017 grants only) $ Number granted1 First date exercis- able Date of expiry Grant date Vested Lapsed/ Forfeited Exercised/Sold Value2 Value2 Number % $ Number % $ Number % Value2 $ Vested and exer- cisable as at 30 Sep 20173 Unexer- cisable as at 30 Sep 20174 CEO and Current Disclosed Executives G Hodges Deferred shares Deferred shares Deferred shares Deferred shares 11,102 9,055 10,975 13,298 12-Nov-12 12-Nov-13 22-Nov-13 22-Nov-14 - - - - - - - - 21-Nov-14 21-Nov-16 - 10,975 100 305,904 18-Nov-15 18-Nov-16 - 13,298 100 371,703 Deferred shares 5,276 27.98 22-Nov-16 22-Nov-17 Deferred shares 5,276 27.98 22-Nov-16 22-Nov-18 Deferred shares 5,276 27.98 22-Nov-16 22-Nov-19 Deferred shares 5,276 27.98 22-Nov-16 22-Nov-20 - - - - Performance rights 18,024 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 16,458 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 32,617 14.14 22-Nov-16 22-Nov-19 22-Nov-21 Performance rights 10,872 10.38 22-Nov-16 22-Nov-19 22-Nov-21 - - - - - - - - - - - - - - - - - - - - - - M Jablko Deferred shares 20,825 20-Aug-16 27-Feb-17 - 20,825 100 642,189 Deferred shares 3,153 20-Aug-16 20-Aug-17 Deferred shares 1,182 27.98 22-Nov-16 22-Nov-17 Deferred shares 1,182 27.98 22-Nov-16 22-Nov-18 Deferred shares 1,182 27.98 22-Nov-16 22-Nov-19 Deferred shares 1,182 27.98 22-Nov-16 22-Nov-20 - - - - - Performance rights 7,309 14.14 22-Nov-16 22-Nov-19 22-Nov-21 Performance rights 2,436 10.38 22-Nov-16 22-Nov-19 22-Nov-21 3,153 100 94,283 - - - - - - - - - - - - - - - - - - F Ohlsson Employee Share Offer 25 04-Dec-13 04-Dec-16 - 25 100 714 Deferred share rights 7,361 22-Nov-13 22-Nov-16 21-Nov-18 7,361 100 205,914 Deferred share rights 4,861 22-Nov-13 22-Nov-16 21-Nov-18 4,861 100 135,980 Deferred share rights 4,406 21-Nov-14 21-Nov-16 21-Nov-18 4,406 100 122,808 Deferred share rights 8,199 18 -Nov-15 18-Nov-16 18-Nov-18 8,199 100 229,177 Deferred share rights 4,050 26.17 22-Nov-16 22-Nov-17 29-Nov-17 Deferred share rights 4,314 24.57 22-Nov-16 22-Nov-18 29-Nov-18 Deferred share rights 4,595 23.07 22-Nov-16 22-Nov-19 29-Nov-19 Deferred share rights 4,894 21.66 22-Nov-16 22-Nov-20 29-Nov-20 Performance rights 4,762 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 4,348 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 23,480 14.14 22-Nov-16 22-Nov-19 22-Nov-21 Performance rights 7,826 10.38 22-Nov-16 22-Nov-19 22-Nov-21 - - - - - - - - - - - - - - - - - - - - - - - - 56 - (18,024) 100 (504,196) - (16,458) 100 (460,390) - (20,825) 100 646,941 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (11,102) 100 332,567 - (9,055) 100 271,248 - - - - - - - - - - - - - - - - - - - - - - - - - - 10,975 13,298 - - - - - - - - - 3,153 - - - - - - 25 7,361 4,861 4,406 8,199 - - - - 5,276 5,276 5,276 5,276 - - 32,617 10,872 - - 1,182 1,182 1,182 1,182 7,309 2,436 - - - - - - - - - - - - - 4,050 4,314 4,595 4,894 - - 23,480 7,826 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (4,762) 100 (133,210) (4,348) 100 (121,629) - - - - - - ANZ 2017 ANNUAL REPORT 8. OTHER INFORMATION (continued) CEO and Disclosed Executives equity granted, vested, exercised/sold and lapsed/forfeited Type of equity Name Equity fair value at grant (for 2017 grants only) $ Number granted1 First date exercis- able Date of expiry Grant date Vested Lapsed/ Forfeited Exercised/Sold Value2 Value2 Number % $ Number % $ Number % Value2 $ Vested and exer- cisable as at 30 Sep 20173 Unexer- cisable as at 30 Sep 20174 CEO and Current Disclosed Executives M Whelan Deferred shares 46,565 31-Oct-08 31-Oct-11 Deferred shares Deferred shares Deferred shares 6,299 9,448 9,407 22-Nov-13 22-Nov-16 22-Nov-13 22-Nov-16 21-Nov-14 21-Nov-16 - - - - - - - 6,299 100 176,206 9,448 100 264,295 9,407 100 262,199 Deferred shares 16,147 18-Nov-15 18-Nov-16 - 16,147 100 451,338 Deferred shares 6,724 27.98 22-Nov-16 22-Nov-17 Deferred shares 6,724 27.98 22-Nov-16 22-Nov-18 Deferred shares 6,724 27.98 22-Nov-16 22-Nov-19 Deferred shares 6,724 27.98 22-Nov-16 22-Nov-20 - - - - Performance rights 7,209 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 6,583 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 41,571 14.14 22-Nov-16 22-Nov-19 22-Nov-21 Performance rights 13,857 10.38 22-Nov-16 22-Nov-19 22-Nov-21 - - - - - - - - - - - - - - - - - - - - - - - - N Williams Deferred shares 13,327 21-Nov-14 21-Nov-16 - 13,327 100 371,461 Deferred shares 17,097 18-Nov-15 18-Nov-16 - 17,097 100 477,892 Deferred shares 6,355 27.98 22-Nov-16 22-Nov-17 Deferred shares 6,355 27.98 22-Nov-16 22-Nov-18 Deferred shares 6,355 27.98 22-Nov-16 22-Nov-19 Deferred shares 6,355 27.98 22-Nov-16 22-Nov-20 - - - - - - - - - - - - - - - - Deferred share rights 27,603 22-Nov-13 22-Nov-16 21-Nov-18 27,603 100 772,155 Deferred share rights 31,686 23.07 22-Nov-16 22-Nov-19 29-Nov-19 - - - Former Disclosed Executive A Currie6 Deferred shares 13,327 21-Nov-14 21-Nov-16 - 13,327 100 371,461 Deferred shares 17,097 18-Nov-15 18-Nov-16 - 17,097 100 477,892 - - - - Deferred share rights 4,728 26.17 22-Nov-16 22-Nov-17 29-Nov-17 Deferred share rights 5,036 24.57 22-Nov-16 22-Nov-18 29-Nov-18 Deferred share rights 5,364 23.07 22-Nov-16 22-Nov-19 29-Nov-19 Deferred share rights 5,713 21.66 22-Nov-16 22-Nov-20 29-Nov-20 Performance rights 27,036 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 24,687 22-Nov-13 22-Nov-16 21-Nov-18 Performance rights 26,334 21-Nov-14 21-Nov-17 21-Nov-19 Performance rights 24,240 21-Nov-14 21-Nov-17 21-Nov-19 Performance rights 18,996 18-Nov-15 18-Nov-18 18-Nov-20 Performance rights 18,996 18-Nov-15 18-Nov-18 18-Nov-20 Performance rights 18,996 18-Nov-15 18-Nov-18 18-Nov-20 Performance rights 27,409 14.14 22-Nov-16 22-Nov-19 22-Nov-21 Performance rights 9,136 10.38 22-Nov-16 22-Nov-19 22-Nov-21 - - - - - - - - - - - - - - - - - - - - - - - - - - - (27,036) 100 (756,294) - (24,687) 100 (690,584) - - - - - (505) (465) 2 2 (14,496) (13,347) (6,639) 35 (190,567) (6,639) 35 (190,567) (6,639) 35 (190,567) - (18,824) 69 (540,326) - (6,275) 69 (180,118) (7,209) 100 (201,662) (6,583) 100 (184,150) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (46,565) 100 1,337,445 - (6,299) 100 177,367 - (9,448) 100 266,037 - (9,407) 100 264,882 - (16,147) 100 454,667 - - - - - - - - - - - - - - - - - - - - - - - - - (13,327) 100 398,477 - (17,097) 100 511,200 - - - - - - - - - - - - - - - - - (27,603) 100 825,330 - - - - - (13,327) 100 375,262 - (17,097) 100 481,417 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6,724 6,724 6,724 6,724 - - 41,571 13,857 - - 6,355 6,355 6,355 6,355 - 31,686 - - 4,728 5,036 5,364 5,713 - - 25,829 23,775 12,357 12,357 12,357 8,585 2,861 57 REMUNERATION REPORT REMUNERATION REPORT (continued) 8. OTHER INFORMATION (continued) CEO and Disclosed Executives equity granted, vested, exercised/sold and lapsed/forfeited 1. Executives, for the purpose of the five highest paid executive disclosures, are defined as Disclosed Executives or other members of the Group Executive Committee. For the 2017 financial year the five highest paid executives include four Disclosed Executives and the Group Executive, International (F Faruqui). Rights granted to Disclosed Executives as remuneration in 2017 are included in the table. Rights granted to F Faruqui as remuneration in 2017 include four tranches of deferred share rights and two tranches of performance rights granted on 22 Nov 2016. (6,935 (tranche 1) deferred share rights first exercisable 22 Nov 2017, expiring 29 Nov 2017; 7,387 (tranche 2) deferred share rights first exercisable 22 Nov 2018, expiring 29 Nov 2018; 7,867 (tranche 3) deferred share rights first exercisable 22 Nov 2019, expiring 29 Nov 2019; 8,379 (tranche 4) deferred share rights first exercisable 22 Nov 2020, expiring 29 Nov 2020; 40,202 (tranche 1) and 13,400 (tranche 2) performance rights first exercisable 22 Nov 2019 subject to meeting performance hurdles, expiring 22 Nov 2021). No rights have been granted to the CEO, Disclosed Executives or the five highest paid executives since the end of 2017 up to the Directors' Report sign-off date. The point in time value of shares/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/forfeiture or exercising/ sale/transfer out of trust, multiplied by the number of shares/share rights and/or performance rights. The exercise price for all share rights/performance rights is $0.00. 2. 3. The number vested and exercisable is the number of shares, options and rights that remain vested at the end of the reporting period. No shares, options and rights were vested and unexercisable. 4. Performance rights granted in prior years (by grant date) that remained unexerciseable at 30 Sep 2017 include: S Elliott M Carnegie A George D Hisco G Hodges M Jablko F Ohlsson M Whelan N Williams A Currie Nov-16 150,482 9,745 4,738 53,597 43,489 9,745 31,306 55,428 - 11,446 5. Equity disclosed from commencement in Disclosed Executive role. There are no disclosable transactions since commencement. 6. Equity transactions disclosed up to termination date. Nov-15 159,573 - 5,772 53,133 37,992 - 10,910 53,190 - 37,071 Nov-14 53,945 - 5,225 47,152 33,716 - 13,798 13,486 - 49,604 NED, CEO and Disclosed Executives equity holdings The table below sets out details of equity held directly, indirectly or beneficially by each NED, the CEO and each Disclosed Executive, including their related parties. Opening balance at 1 Oct 2016 Granted during the year as remuneration1 Received during the year on exercise of options or rights Resulting from any other changes during the year2 Closing balance at 30 Sep 20173, 4 31,488 7,360 15,000 - 2,382 8,000 10,315 1,500 2,500 12,851 2,000 5,000 66,482 87,993 282,483 144,420 14 - - - - - - - - - - - - - 27,764 - 150,482 4,728 - 9,745 - - - - - - - - - - - - - - - - - - - - - 2,830 136 - 10,000 - - 5,000 - - (40,340) 43,686 (68,965) (69,063) - - 31,488 7,360 15,000 2,830 2,518 8,000 20,315 1,500 2,500 17,851 2,000 5,000 53,906 131,679 364,000 80,085 14 9,745 Name Type Current Non-Executive Directors D Gonski I Atlas P Dwyer J Halton5 H Lee G Liebelt Ordinary shares Ordinary shares Ordinary shares Ordinary shares Directors' Share Plan Ordinary shares Ordinary shares Capital notes 1 Capital notes 2 J Macfarlane Ordinary shares Capital notes 2 Capital notes 3 CEO and Current Disclosed Executives S Elliott Deferred shares Ordinary shares Performance rights M Carnegie Deferred shares Ordinary shares Performance rights 58 ANZ 2017 ANNUAL REPORT 8. OTHER INFORMATION (continued) NED, CEO and Disclosed Executive equity holdings Name Type CEO and Current Disclosed Executives A George5 Deferred shares Ordinary shares Capital notes 1 Performance rights D Hisco Deferred shares G Hodges Employee Share Offer Ordinary shares Deferred share rights Performance rights Deferred shares Capital notes 4 Ordinary shares Performance rights M Jablko Deferred shares Performance rights F Ohlsson Employee Share Offer Deferred share rights Performance rights M Whelan Deferred shares N Williams Performance rights Deferred shares Ordinary shares Deferred share rights Former Non-Executive Director I Macfarlane6 Ordinary shares Capital notes 1 Capital notes 4 Convertible preference shares (CPS3) Former Disclosed Executive A Currie6 Deferred shares Ordinary shares Deferred share rights Performance rights Opening balance at 1 Oct 2016 Granted during the year as remuneration1 Received during the year on exercise of options or rights Resulting from any other changes during the year2 Closing balance at 30 Sep 20173, 4 29,438 2,678 802 15,735 7,000 74 211,178 61,906 148,505 208,692 1,350 70,639 106,190 62,176 - 74 45,718 33,818 112,715 80,468 50,525 - 88,920 18,183 1,500 1,000 1,000 50,463 1,042 - 159,285 - - - - - - - 30,567 53,597 21,104 - - 43,489 4,728 9,745 - 17,853 31,306 26,896 55,428 25,420 - 31,686 - - - - - - 20,841 36,545 - - - - - - 39,479 (39,479) - - - - - - - - - - - - - 27,603 (27,603) - - - - - - - - 1,188 - - - (7,000) - (55,000) - (48,220) (24,170) - - (34,482) (20,335) - - - (9,110) (87,813) (13,792) (30,772) (27,603) - - - 500 - (31,418) - - (97,709) 30,626 2,678 802 15,735 - 74 195,657 52,994 153,882 205,626 1,350 70,639 115,197 46,569 9,745 74 63,571 56,014 51,798 122,104 45,173 - 93,003 18,183 1,500 1,500 1,000 19,045 1,042 20,841 98,121 1. Details of options/rights granted as remuneration during 2017 are provided in the previous table. 2. Shares resulting from any other changes during the year include the net result of any shares purchased (including under the ANZ Share Purchase Plan), forfeited, sold or acquired under the Dividend Reinvestment Plan. 3. The following shares (included in the holdings above) were held on behalf of the NEDs, CEO and Disclosed Executives (i.e. indirect beneficially held shares) as at 30 September 2017: D Gonski - 31,488, I Atlas - 7,360, P Dwyer - 15,000, J Halton - 0, H Lee - 2,518, G Liebelt - 24,315, J Macfarlane - 24,851, S Elliott - 185,585, M Carnegie - 80,085, A George - 34,106, D Hisco - 106,074, G Hodges - 249,711, M Jablko - 46,569, F Ohlsson - 74, M Whelan - 51,798, N Williams - 45,173, I Macfarlane - 22,183 and A Currie - 19,045. 4. No options/rights were vested and exercisable as at 30 September 2017, except for 24,827 deferred share rights for F Ohlsson. No options/rights were vested and unexerciseable as at 30 September 2017. There was no change in the balance as at the Directors' Report sign-off date, except for 188,638 ordinary shares for D Hisco. 5. Commencing balance is based on holdings as at the date of commencement in a KMP role. 6. Concluding balance is based on holdings as at the date of retirement/termination. 59 REMUNERATION REPORT REMUNERATION REPORT (continued) 8. OTHER INFORMATION (continued) 8.2 LOANS When we lend to NEDs, the CEO or Disclosed Executives, we do so: in the ordinary course of business; and on normal commercial terms and conditions that are no more favourable than those given to other employees or customers — this includes the term of the loan, the security required and the interest rate. The table below sets out details of loans outstanding, to NEDs, the CEO and Disclosed Executives including their related parties, if — at any time during the year — the individual’s aggregate loan balance exceeded $100,000. Other than the loans disclosed below, no other loans were made, guaranteed or secured by any entity in the Group to the NEDs, the CEO and Disclosed Executives, including their related parties. NED, CEO and Disclosed Executives loan transactions Name Current Non-Executive Directors J Macfarlane CEO and Current Disclosed Executives S Elliott A George D Hisco G Hodges F Ohlsson M Whelan N Williams Former Disclosed Executive A Currie3 Total Opening balance at 1 Oct 20161 $ Closing balance at 30 Sep 2017 Interest paid and payable in the reporting period2 Highest balance in the reporting period $ $ $ 8,851,891 9,413,444 370,147 14,743,617 2,598,510 2,600,000 2,114,163 3,231,536 3,000,000 1,718,615 39,192 3,095,492 1,988,132 78,704 3,258,912 2,945,973 1,729,311 45,337 84,517 54,499 36,664 125,332 92,089 73,614 122 3,098,510 2,600,000 2,114,163 4,272,560 3,000,000 1,769,220 545,337 3,668,573 1,395,178 103,319 3,888,424 27,822,480 23,950,483 940,303 36,031,831 1. For KMP who commenced during the 2017 financial year, opening balances are as at date of commencement. 2. Actual interest paid after taking into consideration offset accounts. The loan balance is shown gross, however the interest paid takes into account the impact of offset amounts. 3. Concluding balance is based on balance as at the date of termination. 8.3 OTHER TRANSACTIONS All other transactions involving the NEDs, the CEO and Disclosed Executives and their related parties are conducted on normal commercial terms and conditions that are no more favourable than those given to other employees or customers. Any that are on foot, are trivial or domestic in nature. 60 ANZ 2017 ANNUAL REPORT REMUNERATION REPORT ANZ Centre foyer 61 DIRECTORS' REPORT The Directors’ Report for the financial year ended 30 September 2017 has been prepared in accordance with the requirements of the Corporations Act 2001. The information below forms part of this Directors’ Report: • Principal activities on page 11 • Operating and financial review on pages 14 to 23 • Dividends on page 17 • Information on the Directors, Company Secretaries and Directors’ meetings on pages 24 to 32 • Remuneration report on pages 36 to 61 Significant changes in state of affairs There have been no significant changes in the Group’s state of affairs. Events since the end of the financial year On 17 October 2017, the Group announced it had agreed to sell OnePath pensions and investments (OnePath P&I) and aligned dealer groups (ADG) business to IOOF Holdings Limited (IOOF) for $975 million. Completion is expected in March 2019 half subject to certain conditions including regulatory approvals and the completion of the extraction of the OnePath P&I business from OnePath Life Insurance. An expected accounting loss on sale of ~$120 million is anticipated as a result of the sale, however the final gain/loss on sale will be determined at completion and will be impacted by transaction and separation costs, final determination of goodwill to be disposed, other balances and final taxation impacts. On 18 October 2017, the Group announced it had entered into an agreement with its joint venture partner Metropolitan Bank & Trust Company (Metrobank) regarding the sale of its 40% stake in the Philippines based Metrobank Card Corporation (MCC). The Group has agreed to sell one half of its 40% stake in MCC to Metrobank, for US$144 million (A$184 million) expected to settle in late 2017. The Group also entered into a put option to sell its remaining 20% stake to Metrobank, exercisable in the September 2018 half on the same terms and for the same consideration. If exercised, this would deliver a total sale price of US$288 million (A$368 million). The sale is subject to customary regulatory approvals. On 23 October 2017, the Group announced it had reached a confidential in-principle agreement with the Australian Securities and Investments Commission (ASIC) to settle court action in respect of interbank trading and the bank bill swap rate (BBSW). On 30 October 2017, ANZ informed the Court that agreement with ASIC had been concluded. By consent of ASIC and ANZ, the Court referred it for a hearing on penalty approval on 10 November 2017. The financial impact to ANZ has been reflected in the financial statements. Other than the matters above, there have been no significant events from 30 September 2017 to the date of signing this report. Political donations The Board has agreed that ANZ will donate $150,000 to each of the Liberal Party of Australia and the Australian Labor Party during the 2017 calendar year. All political donations are reviewed and approved by the Board, and the matter is annually reviewed. Environmental Regulation ANZ recognises the expectations of its stakeholders – customers, shareholders, staff and the community – to operate in a way that mitigates its environmental impact. In Australia, ANZ meets the requirements of the National Greenhouse and Energy Reporting Act 2007 (Cth), which imposes reporting obligations where energy production, usage or greenhouse gas emissions trigger specified thresholds. ANZ holds a licence under the Water Act 1989 (Vic), 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 ANZ fully complies. The extraction of river water reduces reliance on the high quality potable water supply and is one of several environmental initiatives that ANZ has introduced at its Melbourne head office building. The Group does not believe that its operations are subject to any particular and significant environmental regulation under a law of the Commonwealth of Australia or of an Australian State or Territory. It may become subject to environmental regulation as a result of its lending activities in the ordinary course of business and has developed policies to identify and manage such environmental matters. Having made due enquiry, and to the best of ANZ’s knowledge, no entity of the Group has incurred any material environmental liability during the year. Further details of ANZ’s environmental performance, including progress against its targets and details of its emissions profile, are available on anz.com>About us>Corporate Sustainability. Corporate Governance Statement ANZ is committed to maintaining a high standard in its governance framework. ANZ confirms it has followed the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd edition) (ASX Governance Principles) during the 2017 financial year. ANZ’s Corporate Governance Statement, together with the ASX Appendix 4G which relates to the Corporate Governance Statement, can be viewed at anz.com/CorporateGovernance and has been lodged with the ASX. 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. ANZ met those requirements during the year. The ASX Governance Principles may materially differ from the NZX’s corporate governance rules and the principles of the NZX’s Corporate Governance Code. More information about the corporate governance rules and principles of the ASX can be found at asx.com and, in respect of the NZX, at nzx.com. Pillar 3 information ANZ provides information required by APS 330: Public Disclosure in the Regulatory Disclosures section at shareholder.anz.com/pages/ regulatory-disclosure. 62 ANZ 2017 ANNUAL REPORT Non-audit services The Group’s Stakeholder Engagement Model for Relationship with the External Auditor (the Policy), which incorporates requirements of the Corporations Act 2001 and industry best practice, prevents the external auditor from providing services that are perceived to be in conflict with the role of the external auditor or breach independence requirements. This includes 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 Policy: • limits the scope of non-audit services that may be provided; • requires that audit, audit-related and permitted non-audit services be considered in light of independence requirements and for any potential conflicts of interest before they are approved by the Audit Committee, or approved by the Chair of the Audit Committee (or delegate) and notified to the Audit Committee; and • requires pre-approval before the external auditor can commence any engagement for the Group. Further details about the Policy can be found in the Corporate Governance Statement. The external auditor has confirmed to the Audit Committee that it has: • implemented procedures to ensure it complies with independence rules in applicable jurisdictions, including Australia and the United States; and • complied with applicable policies and regulations regarding the provision of non-audit services including those applicable in Australia, those prescribed by the US Securities and Exchange Commission, and the Policy. The Audit Committee has reviewed the non-audit services provided by the external auditor during financial year 2017, and has confirmed that the provision of these services is consistent with the Policy, compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and did not compromise the auditor independence requirements of the Corporations Act 2001. This has been formally advised by the Audit Committee to the Board of Directors. The categories of non-audit services supplied to the Group during the year ended 30 September 2017 by the external auditor, KPMG, or by another person or firm on KPMG’s behalf, and the amounts paid or payable (including GST) by the Group are as follows: Non-audit services General market or regulatory insights Training related services Controls related assessments Methodology and procedural reviews Total Amount paid/payable $’000 2017 2016 91 8 165 478 742 - 368 137 52 557 Further details on the compensation paid to KPMG is provided in Note 34 Compensation of Auditors to the financial statements including details of audit-related services provided during the year of $6.17 million (2016: $5.68 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 2017 is compatible with the general standard of independence for external auditors imposed by the Corporations Act 2001 and did not compromise the auditor independence requirements of the Corporations Act 2001. 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 by an officer or employee, including liabilities incurred as a result of appointment or nomination by the Company as a trustee or as an officer or employee of another corporation; and • make payments in respect of legal costs incurred by an officer or employee in defending an action for a liability incurred as such by an officer, employee or in resisting or responding to actions taken by a government agency, a duly constituted Royal Commission or other official inquiry, a liquidator, administrator, trustee in bankruptcy or other authorised official. 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 and former employees against any liability they incur to any third party as a result of acting in the course of their employment with the Company or a subsidiary of the Company and this extends to liability incurred as a result of their appointment/nomination by or at the request of the Group as an officer or employee of another corporation or body or as trustee. 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 indemnify them against liabilities and legal costs of the kind mentioned in the Company’s constitution. In accordance with Mr Elliott’s Deed, the Company has paid legal expenses incurred by the Company, Mr Elliott and another executive in defending defamation proceedings brought against them by a third party. The proceedings have been resolved with no payment by the Company on behalf of Mr Elliott or the other executive. 63 DIRECTORS’ REPORT DIRECTORS’ REPORT (continued) 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. Key management personnel and employee share and option plans The Remuneration Report contains details of Non-executive Directors, Chief Executive Officer and Disclosed Executives equity holdings and options/rights issued during the 2017 financial year and as at the date of this report. Note 31 Employee Share and Option Plans to the 2017 Financial Report contains details of the 2017 financial year and as at the date of this report: • Options/rights issued over shares granted to employees; • Shares issued as a result of the exercise of options/rights granted to employees; and • Other details about share options/rights issued, including any rights to participate in any share issues of the Company. 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. Rounding of amounts The Company is a company of the kind referred to in Australian Securities and Investments Commission Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191 dated 24 March 2016 and, in accordance with that Instrument, amounts in the consolidated financial statements and this Directors’ Report have been rounded to the nearest million dollars unless specifically stated otherwise. This report is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors. David M Gonski, AC Chairman Shayne Elliott Director 2 November 2017 Lead Auditor’s Independence Declaration The Lead Auditors Independence Declaration given under Section 307C of the Corporations Act 2001 is set out below and forms part of the Directors Report for the year ended 30 September 2017. 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 2017, there have been: • no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and • no contraventions of any applicable code of professional conduct in relation to the audit. KPMG 2 November 2017 Alison Kitchen Partner 64 ANZ 2017 ANNUAL REPORT FINANCIAL REPORT In 2017, we have re-designed our Financial Report to better communicate our performance to stakeholders by reducing complexity and simplifying our financial note disclosures. Consolidated Financial Statements Income Statement Statement of Comprehensive Income Balance Sheet Cash Flow Statement Statement of Changes in Equity 66 67 68 69 70 Notes to The Consolidated Financial Statements Basis of Preparation 1. About our Financial Statements 71 Non-Financial Assets 20. Goodwill and Other Intangible Assets Financial Performance 2. Operating Income 3. Operating Expenses Income Tax 4. 5. Dividends 6. Earnings per Ordinary Share 7. Segment Reporting Financial Assets 8. Cash and Cash Equivalents 9. Trading Securities 10. Derivative Financial Instruments 11. Available-for-sale Assets 12. Net Loans and Advances 13. Provision for Credit Impairment Financial Liabilities 14. Deposits and Other Borrowings 15. Debt Issuances Financial Instrument Disclosures 16. Financial Risk Management 17. Fair Value of Financial Assets and Financial Liabilities 18. Assets Charged as Security for Liabilities and Collateral Accepted as Security for Assets 19. Offsetting 75 78 79 81 82 83 85 86 87 91 93 94 96 97 102 116 121 122 Equity 21. Shareholders’ Equity 22. Capital Management Consolidation and Presentation 23. Parent Entity Financial Information 24. Controlled Entities 25. Investments in Associates 26. Structured Entities 27. Transfers of Financial Assets 28. Assets and Liabilities Held For Sale Life Insurance and Funds Management Business 29. Life Insurance Business Employee and Related Party Transactions 30. Superannuation and Post Employment Benefit Obligations 31. Employee Share and Option Plans 32. Related Party Disclosures 123 125 127 129 130 131 134 137 138 140 143 144 148 Other Disclosures 33. Commitments, Contingent Liabilities and Contingent Assets 150 153 34. Compensation of Auditors 154 35. Events Since the End of the Financial Year Directors’ Declaration Independent Auditor’s Report 155 156 65 FINANCIAL REPORT INCOME STATEMENT For the year ended 30 September Note Interest income Interest expense Net interest income Other operating income1 Net funds management and insurance income Share of associates’ profit Operating income Operating expenses1 Profit before credit impairment and income tax Credit impairment charge Profit before income tax Income tax expense Profit for the year Comprising: Profit attributable to shareholders of the Company Profit attributable to non-controlling interests Earnings per ordinary share (cents) Basic Diluted Dividend per ordinary share (cents) 2 2 2 2 3 13 4 6 6 5 2017 $m 29,120 (14,248) 14,872 3,601 1,500 300 20,273 (9,448) 10,825 (1,198) 9,627 (3,206) 6,421 6,406 15 220.1 210.8 160.0 2016 $m 29,951 (14,856) 15,095 3,146 1,764 541 20,546 (10,439) 10,107 (1,929) 8,178 (2,458) 5,720 5,709 11 197.4 189.3 160.0 1. In 2017, a change was made to the classification of certain fees payable. These items have been reclassified from other operating income to operating expenses to more accurately reflect the nature of these items. Comparatives have been restated accordingly (2016: $17 million). The notes appearing on pages 71 to 154 form an integral part of these financial statements. 66 ANZ 2017 ANNUAL REPORT STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 September Profit for the year Other comprehensive income FINANCIAL REPORT 2017 $m 6,421 2016 $m 5,720 Items that will not be reclassified subsequently to profit or loss 26 (82) Items that may be reclassified subsequently to profit or loss Foreign currency translation reserve: Exchange differences taken to equity1 Exchange differences transferred to Income Statement Other reserve movements Income tax attributable to the above items Share of associates’ other comprehensive income2 Other comprehensive income net of tax Total comprehensive income for the year Comprising total comprehensive income attributable to: Shareholders of the Company Non-controlling interests (748) - (339) 20 1 (1,040) 5,381 5,372 9 (456) (126) 75 - 4 (585) 5,135 5,131 4 1. Includes foreign currency translation differences attributable to non-controlling interests of $6 million loss (2016: $7 million loss). 2. Share of associates’ other comprehensive income includes an available-for-sale revaluation reserve loss of $1 million (2016: $10 million gain) and a foreign currency translation reserve gain of $2 million (2016: $nil) that may be reclassified subsequently to profit or loss, and the remeasurement of defined benefit plans of $nil (2016: $6 million loss) that will not be reclassified subsequently to profit or loss. The notes appearing on pages 71 to 154 form an integral part of these financial statements. 67 FINANCIAL REPORT (continued) BALANCE SHEET As at 30 September Assets Cash and cash equivalents Settlement balances owed to ANZ Collateral paid Trading securities Derivative financial instruments Available-for-sale assets Net loans and advances Regulatory deposits Assets held for sale Investments in associates Current tax assets Deferred tax assets Goodwill and other intangible assets Investments backing policy liabilities Premises and equipment Other assets Total assets Liabilities Settlement balances owed by ANZ Collateral received Deposits and other borrowings Derivative financial instruments Current tax liabilities Deferred tax liabilities Liabilities held for sale Policy liabilities External unit holder liabilities (life insurance funds) Payables and other liabilities Employee entitlements Other provisions Debt issuances Total liabilities Net assets Shareholders' equity Ordinary share capital Reserves Retained earnings Share capital and reserves attributable to shareholders of the Company Non-controlling interests Total shareholders' equity The notes appearing on pages 71 to 154 form an integral part of these financial statements. 68 Note 8 9 10 11 12 28 25 20 29 14 10 28 29 15 21 21 21 21 2017 $m 68,048 5,504 8,987 43,605 62,518 69,384 574,331 2,015 7,970 2,248 30 675 6,970 37,964 1,965 5,112 2016 $m 66,220 4,406 12,723 47,188 87,496 63,113 575,852 2,296 - 4,272 126 623 7,672 35,656 2,205 5,021 897,326 914,869 9,914 5,919 595,611 62,252 241 257 4,693 37,448 4,435 8,350 530 628 107,973 838,251 59,075 29,088 37 29,834 58,959 116 59,075 10,625 6,386 588,195 88,725 188 227 - 36,145 3,333 8,865 543 666 113,044 856,942 57,927 28,765 1,078 27,975 57,818 109 57,927 ANZ 2017 ANNUAL REPORT CASH FLOW STATEMENT For the year ended 30 September Profit after income tax Adjustments to reconcile to net cash provided by/(used in) operating activities: Provision for credit impairment Depreciation and amortisation Profit on sale of premises and equipment Net derivatives/foreign exchange adjustment Profit on Esanda Dealer Finance divestment Impairment of investment in AmBank Reclassification of SRCB to held for sale Sale of Asia Retail and Wealth businesses Other non-cash movements Net(increase)/decrease in operating assets: Collateral paid Trading securities Net loans and advances Investments backing policy liabilities Other assets Net increase/(decrease) in operating liabilities: Deposits and other borrowings Settlement balances owed by ANZ Collateral received Life insurance contract policy liabilities Other liabilities Total adjustments Net cash provided by operating activities1 Cash flows from investing activities Available-for-sale assets: Purchases Proceeds from sale or maturity Esanda Dealer Finance divestment Sale of Asia Retail and Wealth businesses Other assets Net cash (used in) investing activities Cash flows from financing activities Debt issuances: Issue proceeds Redemptions Dividends paid Share buy-back Net cash (used in)/provided by 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 1. Net cash provided by/(used in) operating activities includes income taxes paid of $2,864 million (2016: $2,840 million). The notes appearing on pages 71 to 154 form an integral part of these financial statements. FINANCIAL REPORT 2016 $m 5,720 1,929 1,475 (4) (1,434) (66) 260 - - (338) (3,183) 332 (14,797) (2,062) (441) 23,128 (589) (1,027) 1,921 17 5,121 10,841 (44,182) 23,745 6,682 - (655) (14,410) 35,381 (28,859) (4,564) - 1,958 (1,611) 69,278 (1,447) 66,220 69 2017 $m 6,421 1,198 972 (114) (3,409) - - 231 338 (242) 3,533 2,081 (17,838) (2,122) 509 30,904 (627) (310) 2,260 187 17,551 23,972 (27,220) 19,751 - (5,213) (148) (12,830) 25,128 (27,409) (4,210) (176) (6,667) 4,475 66,220 (2,647) 68,048 FINANCIAL REPORT (continued) STATEMENT OF CHANGES IN EQUITY Shareholders’ equity attributable to equity holders of the Group $m 57,247 5,709 (578) 5,131 Retained earnings $m 27,309 5,709 (74) 5,635 (5,001) (5,001) 24 - - - 8 27,975 6,406 15 6,421 24 413 (153) 138 19 57,818 6,406 (1,034) 5,372 Non- controlling interests $m Total shareholders’ equity $m 106 11 (7) 4 (1) - - - - - 109 15 (6) 9 57,353 5,720 (585) 5,135 (5,002) 24 413 (153) 138 19 57,927 6,421 (1,040) 5,381 (4,609) (4,609) (1) (4,610) 26 - - - - 21 29,834 26 374 (176) 69 56 29 58,959 - - - - - (1) 116 26 374 (176) 69 56 28 59,075 Ordinary share capital $m 28,367 - - - - - 413 (153) 138 - 28,765 - - - - - 374 (176) 69 56 - 29,088 Reserves1 $m 1,571 - (504) (504) - - - - - 11 1,078 - (1,049) (1,049) - - - - - - 8 37 As at 1 October 2015 Profit or loss Other comprehensive income for the year 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 Other equity movements: Treasury shares Wealth Australia adjustment Group employee share acquisition scheme Other items As at 30 September 2016 Profit or loss Other comprehensive income for the year 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 Group share buy-back2 Other equity movements: Treasury shares Wealth Australia adjustment Group employee share acquisition scheme Other items As at 30 September 2017 1. Further information on individual reserves is disclosed in Note 21 Shareholders' Equity to the financial statements. 2. Following the issue of $176 million shares under the Dividend Reinvestment Plan for the 2017 interim dividend, the Company repurchased $176 million of shares via an on-market share buy-back. The notes appearing on pages 71 to 154 form an integral part of these financial statements. 70 ANZ 2017 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. ABOUT OUR FINANCIAL STATEMENTS These are the financial statements for Australia and New Zealand Banking Group Limited (the Company) and its controlled entities (together, ‘the Group’ or ‘ANZ’) for the year ended 30 September 2017. The Company is incorporated and domiciled in Australia. The address of the Company’s registered office and its principal place of business is ANZ Centre, 833 Collins Street, Docklands, Victoria, Australia 3008. On 2 November 2017, the Directors resolved to authorise the issue of these financial statements. In 2017, we reviewed the content and structure of the financial statements with the aim of increasing their relevance to shareholders. This review has resulted in a number of changes to the financial statements from previous years, including: • preparation of separate financial statements for the Company and removing these from the Group’s Annual Report - they are available at anz.com; • re-organising disclosures into sections with common themes that are aligned with how we manage our business; • information about the Group’s recognition and measurement policies and key judgements and estimates has been relocated and is now disclosed within the relevant notes to the financial statements; • removing immaterial disclosures; and • aggregating prior year numbers in certain disclosures. Information in the financial statements is included only to the extent we consider it material and relevant to the understanding of the financial statements. A disclosure is considered material and relevant if, for example: • the dollar amount is significant in size (quantitative factor); • the dollar amount is significant by nature (qualitative factor); • the user cannot understand the Group’s results without the specific disclosure (qualitative factor); • the information is critical to a user’s understanding of the impact of significant changes in the Group’s business during the year – for example: business acquisitions or disposals (qualitative factor); • the information relates to an aspect of the Group’s operations that is important to its future performance (qualitative factor); and • the information is required under legislative requirements of the Corporations Act 2001, the Banking Act 1959 (Cth) or by the Group’s principal regulators, including the Australian Securities and Investments Commission (ASIC) and the Australian Prudential Regulation Authority (APRA). This section of the financial statements: • outlines the basis upon which the Group’s financial statements have been prepared; and • discusses any new accounting standards or regulations that directly impact financial statement disclosure requirements. BASIS OF PREPARATION This financial report is a general purpose (Tier 1) financial report prepared by a ‘for profit’ entity, in accordance with Australian Accounting Standards (AASs) and other authoritative pronouncements of the Australian Accounting Standards Board (AASB), the Corporations Act 2001, and International Financial Reporting Standards (IFRS) and interpretations published by the International Accounting Standards Board (IASB). We present the financial statements of the Group in Australian dollars, which is the Company’s functional and presentation currency. We have rounded values to the nearest million dollars ($m), unless otherwise stated, as allowed under the ASIC Corporations (Rounding in Financial/Directors Report) Instrument 2016/191. We measure items included in the financial statements of each entity in the Group using the currency of the primary economic environment in which each entity operates (the functional currency). BASIS OF MEASUREMENT We have prepared the financial information in accordance with the historical cost basis - except the following assets and liabilities which we have stated at their fair value: • derivative financial instruments and in the case of fair value hedging, a fair value adjustment is made on the underlying hedged exposure; • available-for-sale financial assets; • financial instruments held for trading; • other financial assets and liabilities designated at fair value through profit or loss; and • certain other assets and liabilities held for sale where the fair value less cost of disposal is less than their carrying value (except for certain assets and liabilities held for sale which are exempt from this requirement). In accordance with AASB 1038 Life Insurance Contracts (AASB 1038) we have measured life insurance liabilities using the Margin on Services (MoS) model. In accordance with AASB 119 Employee Benefits (AASB 119) we have measured defined benefit obligations using the Projected Unit Credit Method. 71 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 1. ABOUT OUR FINANCIAL STATEMENTS (continued) BASIS OF CONSOLIDATION The consolidated financial statements of the Group comprise the financial statements of the Company and all its subsidiaries. An entity, including a structured entity, is considered a subsidiary of the Group when we determine that the Company has control over the entity. Control exists when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. We assess power by examining existing rights that give the Group the current ability to direct the relevant activities of the entity. We have eliminated, on consolidation, the effect of all transactions between entities in the Group. FOREIGN CURRENCY TRANSLATION TRANSACTIONS AND BALANCES Foreign currency transactions are translated into the relevant functional currency at the exchange rate prevailing at the date of the transaction. At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the relevant spot rate. Any foreign currency translation gains or losses are included in profit or loss in the period they arise. We measure translation differences on non-monetary items at fair value through profit or loss and report them as part of the fair value gain or loss on these items. We include any translation differences on non-monetary items classified as available-for-sale financial assets in the available-for-sale revaluation reserve in equity. FINANCIAL STATEMENTS OF FOREIGN OPERATIONS THAT HAVE A FUNCTIONAL CURRENCY THAT IS NOT AUSTRALIAN DOLLARS The financial statements of our foreign operations are translated into Australian dollars for consolidation into the Group Financial Statements using the following method: Foreign currency item Exchange rate used Assets and liabilities The reporting date rate Equity The initial investment date rate Income and expenses The average rate for the period – but if for a significant transaction we believe the average rate is not reasonable, then we use the transaction date rate Exchange differences arising from the translation of financial statements of foreign operations are recognised in the foreign currency translation reserve in equity. When we dispose of a foreign operation, the cumulative exchange differences are transferred to profit or loss as part of the gain or loss on sale. FIDUCIARY ACTIVITIES The Group provides fiduciary services to third parties including custody, nominee, trustee, administration and investment management services predominantly through the wealth businesses. This involves the Group holding assets on behalf of third parties and making decisions regarding the purchase and sale of financial instruments. If ANZ is not the beneficial owner or does not control the assets, then we do not recognise these transactions in these financial statements, except when required by accounting standards or another legislative requirement. KEY JUDGEMENTS AND ESTIMATES In the process of applying the Group’s accounting policies, management has made a number of judgements and applied estimates and assumptions about future events. Further information on the key judgements and estimates that we consider material to the financial statements are contained within the notes to the financial statements. 72 ANZ 2017 ANNUAL REPORT 1. ABOUT OUR FINANCIAL STATEMENTS (continued) ACCOUNTING STANDARDS NOT EARLY ADOPTED A number of new standards, amendments to standards and interpretations have been published but are not mandatory for the financial statements for the year ended 30 September 2017, and have not been applied by the Group in preparing these financial statements. We have identified four standards where this applies to the Group and further details are set out below. AASB 9 Financial Instruments (AASB 9) AASB 9 was issued in December 2014. When operative, this standard will replace AASB 139 Financial Instruments: Recognition and Measurement (AASB 139) and includes requirements for impairment, classification and measurement and general hedge accounting. Impairment AASB 9 replaces the incurred loss model under AASB 139 with a forward-looking expected loss model. This model will be applied to financial assets measured at amortised cost, debt instruments measured at fair value through other comprehensive income, lease receivables, and certain loan commitments and financial guarantees. Under AASB 9, a three-stage approach is applied to measuring expected credit losses (ECL) based on credit migration between the stages as follows: • Stage 1: At initial recognition, a provision equivalent to 12 months ECL is recognised. • Stage 2: Where there has been a significant increase in credit risk since initial recognition, a provision equivalent to full lifetime ECL is required. • Stage 3: Similar to the current AASB 139 requirements for individual impairment provisions, lifetime ECL is recognised for loans where there is objective evidence of impairment. ECL are probability weighted and determined by evaluating a range of possible outcomes, taking into account the time value of money, past events, current conditions and forecasts of future economic conditions. Classification and measurement There are three measurement classifications under AASB 9: amortised cost, fair value through profit or loss (FVTPL) and, for financial assets, fair value through other comprehensive income (FVOCI). Financial assets are classified into these measurement classifications taking into account the business model within which they are managed, and their contractual cash flow characteristics. The classification and measurement requirements for financial liabilities under AASB 9 are largely consistent with AASB 139 with the exception that for financial liabilities designated as measured at fair value, gains or losses relating to changes in the entity’s own credit risk are included in other comprehensive income. This part of the standard was early adopted by the Group from 1 October 2013. General hedge accounting AASB 9 introduces general hedge accounting requirements which more closely align with risk management activities undertaken when hedging financial and non-financial risks. Transition and impact Other than noted above under classification and measurement, AASB 9 has a date of initial application for the Group of 1 October 2018. The classification and measurement, and impairment requirements will be applied retrospectively by adjusting the opening balance sheet at the date of initial application, with no requirements to restate comparative periods. ANZ does not intend to restate comparatives. AASB 9 provides an accounting policy choice to continue with AASB 139 hedge accounting given the International Accounting Standards Board’s ongoing project on macro hedge accounting. The Group’s current expectation is that it will continue to apply the hedge accounting requirements of AASB 139. The Group is in the process of assessing the impact of the application of AASB 9 and is not yet able to reasonably estimate the impact on its financial statements. AASB 15 Revenue from Contracts with Customers (AASB 15) AASB 15 was issued in December 2014 and is not effective for the Group until 1 October 2018. AASB 15 contains new requirements for the recognition of revenue. The standard requires identification of distinct performance obligations within a contract and allocation of the transaction price of the contract to those performance obligations. Revenue is recognised as each performance obligation is satisfied. Variable amounts of revenue can only be recognised if it is highly probable that a significant reversal of the variable amount will not be required in future periods. Although a significant proportion of the Group’s revenue is outside the scope of AASB 15, certain revenue streams are in the scope of the standard. The Group is in the process of assessing the impact of the application of AASB 15 and is not yet able to reasonably estimate the impact on its financial statements. AASB 15 may be applied under different transition approaches which could impact (a) revenue recognised in future periods and (b) the opening adjustment to retained earnings at the relevant date of initial application. The Group has not determined which transition approach it will adopt. 73 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 1. ABOUT OUR FINANCIAL STATEMENTS (continued) AASB 16 Leases (AASB 16) The final version of AASB 16 was issued in February 2016 and is not effective for the Group until 1 October 2019. AASB 16 requires a lessee to recognise its: • right to use the underlying leased asset, as a right-of-use asset; and • obligation to make lease payments as a lease liability. AASB 16 substantially carries forward the lessor accounting requirements in AASB 117 Leases (AASB 117). The Group is in the process of assessing the impact of the application of AASB 16 and is not yet able to reasonably estimate the impact on its financial statements. AASB 17 Insurance Contracts (AASB 17) The final version of AASB 17 was issued in July 2017 and is not effective for the Group until 1 October 2021. It will replace AASB 4 Insurance Contracts, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts. AASB 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts. The measurement, presentation and disclosure requirements under AASB 17 are significantly different from current accounting standards. Although the overall profit recognised in respect of insurance contracts will not change, it is expected that the timing of profit recognition will change. The Group is not yet able to reasonably estimate the impact of AASB 17 on its financial statements. Mandatory Application of New Accounting Standards to the Group 1 October 2017 1 October 2018 1 October 2019 1 October 2020 1 October 2021 Beyond AASB 9 & AASB 15 AASB 16 Financial Year 2018 Financial Year 2019 Financial Year 2020 Financial Year 2021 Financial Year 2022 AASB 17 74 ANZ 2017 ANNUAL REPORT 2. OPERATING INCOME Net interest income Interest income by type of financial asset Financial assets not at fair value through profit or loss Trading securites Available-for-sale assets Financial assets designated at fair value through profit or loss Interest income Interest expense by type of financial liability Financial liabilities not at fair value through profit or loss Securities sold short Financial liabilities designated at fair value through profit or loss Interest expense Major bank levy Net interest income Other operating income i) Fee and commission income Lending fees1 Non-lending fees and commissions2 Fee and commission income Fee and commission expense Net fee and commission income ii) Other income Net foreign exchange earnings and other financial instruments income Impairment of AmBank Gain on cessation of equity accounting of investment in Bank of Tianjin (BoT) Gain on the Esanda Dealer Finance divestment Derivative CVA methodology change Derivative valuation adjustments Gain on sale of 100 Queen Street, Melbourne Loss on sale of Asia Retail and Wealth businesses Reclassification of SRCB to held for sale Other Other income Other operating income3 Net funds management and insurance income Funds management income Investment income Insurance premium income Commission expense Claims Changes in policy liabilities4 Elimination of treasury share gain Net funds management and insurance income Share of associates' profit Operating income 2017 $m 26,790 1,099 1,223 8 29,120 2016 $m 27,621 1,288 1,028 14 29,951 (13,839) (14,379) (131) (192) (14,162) (86) 14,872 732 2,993 3,725 (1,272) 2,453 1,216 - - - - 229 114 (310) (231) 130 1,148 3,601 964 2,471 1,703 (554) (763) (2,260) (61) 1,500 300 20,273 (166) (311) (14,856) - 15,095 779 2,928 3,707 (1,162) 2,545 969 (260) 29 66 (237) (102) - - - 136 601 3,146 932 2,350 1,562 (457) (734) (1,843) (46) 1,764 541 20,546 1. Lending fees exclude fees treated as part of the effective yield calculation of interest income. 2. In 2017, a change was made to the classification of certain fees payable. These items have been reclassified from other operating income to operating expenses to more accurately reflect the nature of these items. Comparatives have been restated accordingly (2016: $17 million). 3. Other operating income includes external dividend income of $27.3 million (2016: $27.3 million). 4. Includes policyholder tax gross up, which represents contribution tax (recovered at 15% on the superannuation contributions made by members) debited to the policyholder account once a year in July when the policyholder annual statement is issued to members at the end of the 30 June financial year. 75 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 2. OPERATING INCOME (continued) RECOGNITION AND MEASUREMENT NET INTEREST INCOME Interest Income and Expense We recognise interest income and expense for all financial instruments, including those classified as held for trading, available-for-sale-assets or designated at fair value, in profit or loss using the effective interest rate method. This method uses the effective interest rate of a financial asset or financial liability to calculate its amortised cost. The effective interest rate is the rate that discounts the stream of estimated future cash receipts or payments over the expected life of the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset or liability. For assets subject to prepayment, we determine their expected life on the basis of historical behaviour of the particular asset portfolio - taking into account contractual obligations and prepayment experience. We recognise fees and costs, which form an integral part of the financial instrument (for example loan origination fees and costs), using the effective interest method. This is presented as part of interest income or expense depending on whether the underlying financial instrument is a financial asset or financial liability. Major Bank Levy The Major Bank Levy Act 2017 (‘Levy’ or ‘Major Bank Levy’) was introduced in 2017 and is effective from 1 July 2017. The Levy applies a rate of 0.06% to certain liabilities of the Company. The Group has determined that the levy represents a finance cost for the Group and is included as a component of net interest income. This is presented within interest expense in the Income Statement. OTHER OPERATING INCOME Fee and Commission Income We recognise fees or commissions: • that relate to the execution of a significant act (for example, advisory or arrangement services, placement fees and underwriting fees) when the significant act has been completed; and • charged for providing ongoing services (for example, maintaining and administering existing facilities) as income over the period the service is provided. Net Foreign Exchange Earnings and Other Financial Instruments Income We recognise the following as net foreign exchange earnings and other financial instruments income: • exchange rate differences arising on the settlement of monetary items and translation differences on monetary items translated at rates different to those at which they were initially recognised or included in a previous financial report; • fair value movements (excluding realised and accrued interest) on derivatives not designated as accounting hedges that we use to manage interest rate and foreign exchange risk on funding instruments; • the ineffective portions of fair value hedges, cash flow hedges and net investment hedges; • fair value movements on financial assets and financial liabilities designated at fair value through profit or loss or held for trading; and • immediately upon sale or repayment of a hedged item, the unamortised fair value adjustments in items designated as fair value hedges and amounts accumulated in equity related to designated cash flow hedges. Gain or Loss on Disposal of Non-Financial Assets The gain or loss on the disposal of assets is the difference between the carrying value of the asset and the proceeds of disposal net of disposal costs. This is recognised in other income in the year in which the significant risks and rewards transfer to the buyer. 76 ANZ 2017 ANNUAL REPORT 2. OPERATING INCOME (continued) RECOGNITION AND MEASUREMENT NET FUNDS MANAGEMENT AND INSURANCE INCOME Funds Management Income We recognise the fees we charge to policyholders in connection with life insurance and life investment contracts when we have provided the service. Investment Income Investment income primarily relates to gains and losses on investments held to back policy liabilities (Refer to Note 29 Life Insurance Business). Investment income excludes gains and losses on treasury shares and intercompany balances including cash and term deposits held as policyholder or shareholder assets. Insurance Premium Income We recognise: • premiums with a regular due date as income on an accruals basis; • unpaid premiums as income and include them as receivables in the balance sheet only during the grace periods in the contract, or for longer only where secured by the surrender value of the policy; and • premiums with no due date (such as one off premiums) in income when the premiums are received. We show these insurance premiums net of any reinsurance premium, which we account for on the same basis as the underlying direct insurance premium. Claims Insurance claims relate to us paying benefits to policyholders. We recognise these on an accruals basis once our liability to the policyholder has been confirmed under the terms of the contract. We show these insurance claims net of reinsurance, which we account for on the same basis as the underlying direct insurance claims. Changes in Policy Liabilities Change in policyholder liabilities represents the movement of the life insurance contract liability. Under the Margin of Service (MoS) model, this movement represents: • the release of the planned profit margin for the year on existing life insurance policies; • offset by the recognition of contracts in an expected loss position; and • the deferral of expected future profit margins on new life insurance policies. We recognise the movement as the service is provided and we show this change in policyholder liabilities net of reinsurance. Life Insurance Acquisition Costs The Group incurs life insurance acquisition costs to acquire new business. We recognise those costs in the profit or loss as incurred. In addition, these acquisition costs form part of the calculation to determine a contract’s planned profit margin under the MoS model (see Changes in Policy Liabilities above). SHARE OF ASSOCIATES’ PROFIT The equity method is applied to accounting for associates in the consolidated financial statements. Under the equity method, the Group’s share of the after tax results of associates is included in the Income Statement and the Statement of Comprehensive Income. 77 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 3. OPERATING EXPENSES i) Personnel Salaries and related costs Superannuation costs Other Personnel expenses ii) Premises Rent Other Premises expenses iii) Technology Depreciation and amortisation1 Licences and outsourced services2 Other Technology expenses iv) Restructuring v) Other Advertising and public relations Professional fees Freight, stationery, postage and telephone Other Other expenses Operating expenses 2017 $m 4,556 322 300 5,178 500 411 911 727 637 302 1,666 62 254 453 266 658 1,631 9,448 2016 $m 4,879 337 325 5,541 485 443 928 1,198 614 355 2,167 278 261 413 277 574 1,525 10,439 1. 2. In 2016, the Group recorded a $556 million charge for accelerated amortisation associated with a software capitalisation policy change. In 2017, certain fees payable have been reclassified from other operating income to operating expenses to more accurately reflect the nature of these items. Comparatives have been restated accordingly (2016: $17 million). RECOGNITION AND MEASUREMENT OPERATING EXPENSES Operating expenses are recognised as services are provided to the Group over the period in which an asset is consumed or once a liability is incurred. SALARIES AND RELATED COSTS - ANNUAL LEAVE, LONG SERVICE LEAVE AND OTHER EMPLOYEE BENEFITS Wages and salaries, annual leave, and other employee entitlements expected to be paid or settled within twelve months of employees rendering service are measured at their nominal amounts using remuneration rates that the Group expects to pay when the liabilities are settled. We accrue employee entitlements relating to long service leave using an actuarial calculation. It includes assumptions regarding staff departures, leave utilisation and future salary increases. The result is then discounted using market yields at the reporting date. The market yields are determined from a blended rate of high quality corporate bonds with terms to maturity that closely match the estimated future cash outflows. If we expect to pay short term cash bonuses, then a liability is recognised when the Group has a present legal or constructive obligation to pay this amount (as a result of past service provided by the employee) and the obligation can be reliably measured. 78 ANZ 2017 ANNUAL REPORT 3. OPERATING EXPENSES (continued) RECOGNITION AND MEASUREMENT Personnel expenses also include share-based payments which may be cash or equity settled. We calculate the fair value of equity settled remuneration at grant date, which is then amortised over the vesting period, with a corresponding increase in share capital or the share option reserve as applicable. When we estimate the fair value, we take into account market vesting conditions, such as share price performance conditions. We take non-market vesting conditions, such as service conditions, into account by adjusting the number of equity instruments included in the expense. After the grant of an equity-based award, the amount we recognise as an expense is reversed when non-market vesting conditions are not met, for example an employee fails to satisfy the minimum service period specified in the award on resignation, termination or notice of dismissal for serious misconduct. However, we do not reverse the expense if the award does not vest due to the failure to meet a market- based performance condition. Further information on share-based payment schemes operated by the Group during the current and prior year is included in Note 31 Employee Share and Option Plans. 4. INCOME TAX INCOME TAX EXPENSE Reconciliation of the prima facie income tax expense on pre-tax profit with the income tax expense recognised in profit or loss: Profit before income tax Prima facie income tax expense at 30% Tax effect of permanent differences: Wealth Australia – policyholder income and contributions tax Share of associates’ profit Write-down of investment in AmBank Reclassification of SRCB to held for sale Tax provisions no longer required Interest on convertible instruments Overseas tax rate differential Gain on cessation of equity accounting for BoT Other Subtotal Income tax over provided in previous years Income tax expense Current tax expense 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 Income tax expense Australia Overseas Income tax expense Effective tax rate 2017 $m 9,627 2,888 194 (90) - 172 - 69 (37) - 29 3,225 (19) 3,206 3,094 (19) 131 3,206 2,349 857 3,206 33.3% 2016 $m 8,178 2,453 152 (162) 78 - (71) 70 (45) (9) 15 2,481 (23) 2,458 2,738 (23) (257) 2,458 1,752 706 2,458 30.1% 79 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 4. INCOME TAX (continued) TAX CONSOLIDATION 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. We recognise each of the following in the separate financial statements of members of the tax-consolidated group on a ‘group allocation’ basis: tax expense/income, and deferred tax liabilities/assets, that arise from temporary differences of the members of the tax- consolidated group. The Company (as head entity in the tax-consolidated group) recognises current tax liabilities and assets of the tax consolidated group. Under 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. 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 were the head entity to default on its income tax payment obligations. UNRECOGNISED DEFERRED TAX ASSETS AND LIABILITIES Unrecognised deferred tax assets related to unused realised tax losses (on revenue account) total $4 million (2016: $4 million). Unrecognised deferred tax liabilities related to additional potential foreign tax costs (assuming all retained earnings in offshore branches and subsidiaries are repatriated) total $413 million (2016: $416 million). RECOGNITION AND MEASUREMENT INCOME TAX EXPENSE Income tax expense comprises both current and deferred taxes and is based on the accounting profit adjusted for differences in the accounting and tax treatments of income and expenses (that is, taxable income). We recognise tax expense in profit or loss except to the extent to which it relates to items recognised directly in equity and other comprehensive income, in which case we recognise directly in equity or other comprehensive income respectively. CURRENT TAX EXPENSE Current tax is the tax we expect to pay on taxable income for the year, based on tax rates (and tax laws) which are enacted at the reporting date. We recognise current tax as a liability (or asset) to the extent that it is unpaid (or refundable). DEFERRED TAX ASSETS AND LIABILITIES We account for deferred tax using the balance sheet method. Deferred tax arises because the accounting income is not always the same as the taxable income. This creates temporary differences, which usually reverse over time. Until they reverse, we recognise a deferred tax asset, or liability, on the balance sheet. We measure deferred taxes at the tax rates that we expect will apply to the period(s) when the asset is realised, or the liability settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the reporting date. We offset current and deferred tax assets and liabilities 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. 80 ANZ 2017 ANNUAL REPORT 5. DIVIDENDS ORDINARY SHARE DIVIDENDS Dividends are provided for in the financial statements once determined, accordingly, the final dividend announced for the current financial year is provided for and paid in the following financial year. Dividends Financial Year 2016 2015 final dividend paid 2016 interim dividend paid Bonus option plan adjustment Dividends paid during the year ended 30 September 2016 Cash Dividend reinvestment plan Dividends paid during the year ended 30 September 2016 Financial Year 2017 2016 final dividend paid 2017 interim dividend paid Bonus option plan adjustment Dividends paid during the year ended 30 September 2017 Cash Dividend reinvestment plan Dividends paid during the year ended 30 September 2017 % of total Amount per share Total dividend $m 95.0 cents 80.0 cents 80.0 cents 80.0 cents 91.7% 8.3% 91.9% 8.1% 2,758 2,334 (91) 5,001 4,588 413 5,001 2,342 2,349 (82) 4,609 4,235 374 4,609 Dividends announced and to be paid after year-end Payment date Amount per share Total dividend $m 2017 final dividend (fully franked at 30%, New Zealand imputation credits NZD 10 cents per share) 18 December 2017 80.0 cents 2,350 DIVIDEND REINVESTMENT PLAN AND BONUS OPTION PLAN Eligible shareholders can elect to reinvest their dividend entitlement into ANZ ordinary shares under the Company’s Dividend Reinvestment Plan (DRP). Eligible shareholders can elect to forgo their dividend entitlement and instead receive ANZ ordinary shares under the Company’s Bonus Option Plan (BOP). For the 2017 final dividend, DRP participation will be satisfied by an on-market purchase of shares (as approved by APRA) and BOP participation will be satisfied by an issue of ANZ ordinary shares. There will be no discount applied to the DRP and BOP price. See Note 21 Shareholders’ Equity for details of shares the Company issued or purchased in respect of the DRP and BOP. DIVIDEND FRANKING ACCOUNT Australian franking credits available at 30% (2016: 30%) tax rate New Zealand imputation credits available (which can be attached to our Australian dividends but may only be used by New Zealand resident shareholders) Currency AUD NZD 2017 $m 171 3,680 2016 $m 118 3,494 The above amounts represent the balances of the franking accounts as at the end of the financial year, adjusted for: • franking credits that will arise from the payment of income tax payable as at the end of the financial year; and • franking credits/debits from the receipt/payment of dividends that have been recognised as tax receivables/payables as at the end of the financial year. 81 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 5. DIVIDENDS (continued) The final proposed 2017 dividend will utilise the entire balance of $171 million franking credits available at 30 September 2017. Instalment tax payments on account of the 2018 financial year which will be made after 30 September 2017 will generate sufficient franking credits to enable the final 2017 dividend to be fully franked. The extent to which future dividends will be franked will depend on a number of factors, including the level of profits generated by the Group that will be subject to tax in Australia. RESTRICTIONS ON THE PAYMENT OF DIVIDENDS APRA’s written approval is required before paying dividends: • on ordinary shares if the aggregate dividends exceed the Company’s after tax earnings (in calculating those after tax earnings, we take into account any payments we made on senior capital instruments) in the financial year to which they relate; or • if the Group’s Common Equity Tier 1 capital ratio falls within capital range buffers specified by APRA. The terms of the ANZ Convertible Preference Shares limit payments of dividends on those securities if as a result of the payment the Company becomes, or is likely to become, insolvent or breaches specified capital ratios or if APRA objects to the payment. If the Company fails to pay a dividend or distribution on its ANZ Convertible Preference Shares, ANZ Capital Notes or ANZ Capital Securities on the scheduled payment date, it may (subject to a number of exceptions) be restricted from resolving to pay or paying any dividend on ANZ ordinary shares. 6. EARNINGS PER ORDINARY SHARE Earnings per ordinary share (EPS) Basic Diluted 2017 cents 220.1 210.8 2016 cents 197.4 189.3 Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period (after eliminating treasury shares). Diluted EPS is calculated by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effect of dilutive potential ordinary shares. Reconciliation of earnings used in EPS calculations Profit for the year Less: Profit attributable to non-controlling interests Earnings used in calculating basic earnings per share Add: Interest on convertible subordinated debt Earnings used in calculating diluted earnings per share Reconciliation of weighted average number of ordinary shares (WANOS) used in EPS calculations WANOS before elimination of treasury shares Less: Weighted average number of treasury shares held WANOS used in calculating basic earnings per share Add: Weighted average number of dilutive potential ordinary shares: Convertible subordinated debt Share based payments (options, rights and deferred shares) WANOS used in calculating diluted earnings per share 2017 $m 6,421 (15) 6,406 288 6,694 2017 millions 2,934.6 (24.3) 2,910.3 253.3 11.9 3,175.5 2016 $m 5,720 (11) 5,709 297 6,006 2016 millions 2,917.3 (25.6) 2,891.7 273.9 6.8 3,172.4 82 ANZ 2017 ANNUAL REPORT 7. SEGMENT REPORTING DESCRIPTION OF SEGMENTS The Group’s six operating segments are presented on a basis that is consistent with the information provided internally to the Chief Executive Officer, who is the chief operating decision maker. This reflects the way the Group’s businesses are managed, rather than the legal structure of the Group. We measure the performance of these segments on a cash profit basis. To calculate cash profit, we remove certain non-core items from statutory profit. Details of these items are included in the 'Other items' section of this note. Transactions between business units across segments within ANZ are conducted on an arm's-length basis and disclosed as part of the income and expenses of these segments. The reportable segments are divisions engaged in providing either different products or services or similar products and services in different geographical areas. They are as follows: Australia The Australia division comprises the Retail and Corporate & Commercial Banking (C&CB) business units. • Retail provides products and services to consumer and private banking customers in Australia via the branch network, mortgage specialists, the contact centres, a variety of self-service channels (internet banking, phone banking, ATMs, website and digital banking) and third party brokers. • C&CB provides a full range of banking services including traditional relationship banking and sophisticated financial solutions through dedicated managers focusing on privately owned small, medium and large enterprises as well as the agricultural business segment. Institutional The Institutional division services global institutional and business customers across three product sets: Transaction Banking, Loans & Specialised Finance and Markets. • Transaction Banking provides working capital and liquidity solutions including documentary trade, supply chain financing as well as cash management solutions, deposits, payments and clearing. • Loans & Specialised Finance provides loan products, loan syndication, specialised loan structuring and execution, project and export finance, debt structuring and acquisition finance, structured trade and asset finance, and corporate advisory. • Markets provide risk management services on foreign exchange, interest rates, credit, commodities, debt capital markets and wealth solutions in addition to managing the Group's interest rate exposure and liquidity position. New Zealand The New Zealand division comprises the Retail and Commercial business units. • Retail provides a full range of banking and wealth management services to consumer, private banking and small business banking customers. We deliver our services via our internet and app-based digital solutions and network of branches, mortgage specialists, relationship managers and contact centres. • Commercial provides a full range of banking services including traditional relationship banking and sophisticated financial solutions (including asset financing) through dedicated managers focusing on privately owned medium to large enterprises and the agricultural business segment. Wealth Australia The Wealth Australia division comprises the Insurance and Funds Management business units, which provide insurance, investment and superannuation solutions intended to make it easier for customers to manage, protect and grow their wealth. • Insurance includes life insurance, general insurance and ANZ Lenders Mortgage Insurance. • Funds Management includes the Pensions and Investments business and ANZ Share Investing. Asia Retail & Pacific The Asia Retail & Pacific division comprises the Asia Retail & Pacific business units, connecting customers to specialists for their banking needs. • Asia Retail provides general banking and wealth management services to affluent and emerging affluent retail customers via relationship managers, branches, contact centres and a variety of self-service digital channels (internet and mobile banking, phone and ATMs). Core products offered include deposits, credit cards, loans, investments and insurance. Refer to Note 28 Assets and Liabilities Held for Sale for details on the sale of Asia Retail and Wealth businesses. • Pacific provides products and services to retail customers, small to medium-sized enterprises, institutional customers and Governments located in the Pacific Islands. Products and services include retail products provided to customers, traditional relationship banking and sophisticated financial solutions provided to business customers through dedicated managers. Technology, Services & Operations (TSO) and Group Centre TSO and Group Centre provide support to the operating divisions, including technology, operations, shared services, property, risk management, financial management, strategy, marketing, human resources and corporate affairs. The Group Centre includes Group Treasury, Shareholder Functions, Enablement Functions and minority investments in Asia. 83 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 7. SEGMENT REPORTING (continued) OPERATING SEGMENTS During 2017, the Group made changes to the Group’s operating model for technology, operations and shared services to accelerate delivery of its technology and digital roadmap, bringing operations closer to its customers and continuing to drive operational efficiency gains. As a result of these organisational changes, divisional operations from Technology, Services & Operations (TSO) and Group Centre have been realigned to divisions. The residual TSO and Group Centre now contains Group Technology, Group Hubs, Enterprise Services and Group Property and the Group Centre. Australia Institutional $m $m New Zealand $m Wealth Australia $m Asia Retail & Pacific $m TSO and Group Centre $m Income tax expense and non-controlling interests (1,587) 3,695 1,836 1,369 Year ended 30 September 2017 Interest income Interest expense Net interest income Other operating income Operating income Operating expenses Profit before credit impairment and income tax Credit impairment (charge)/release Profit before income tax Profit after income tax attributable to shareholders Non-cash items Share of associates’ profit Depreciation and amortisation Equity-settled share based payment expenses Credit impairment (charge)/release Financial position Goodwill Investments in associates Year ended 30 September 2016 Interest income Interest expense Net interest income Other operating income Operating income Operating expenses Profit before credit impairment and income tax Credit impairment (charge)/release Profit before income tax 15,886 (7,502) 8,384 1,218 9,602 (3,423) 6,179 (897) 5,282 2 (184) (18) (897) 5 19 16,153 (7,951) 8,202 1,206 9,408 (3,426) 5,982 (920) 5,062 Income tax expense and non-controlling interests (1,515) Profit after income tax attributable to shareholders Non-cash items Share of associates’ profit Depreciation and amortisation Equity-settled share based payment expenses Credit impairment (charge)/release Financial position Goodwill Investments in associates 3,547 3 (177) (19) (920) - 17 6,960 (3,892) 3,068 2,346 5,414 5,398 (2,879) 2,519 653 3,172 (2,736) (1,193) 2,678 (80) 2,598 (762) 1,979 (78) 1,901 (532) (1) (201) (91) (80) 5 (49) (8) (78) 73 (64) 9 1,077 1,086 (743) 343 - 343 (105) 238 - (77) (5) - 1,077 1,868 1,452 2 7 2 7,079 (3,632) 3,447 1,733 5,180 5,627 (3,179) 2,448 644 3,092 (2,958) (1,225) 2,222 (743) 1,479 (438) 1,041 (3) (198) (106) (743) 1,867 (120) 1,747 (479) 1,268 5 (48) (11) (120) 82 (71) 11 1,244 1,255 (801) 454 - 454 (130) 324 - (79) (7) - 1,119 4 2,061 6 1,452 3 685 (79) 606 37 643 (651) (8) (144) (152) 4 (148) - (14) (4) (144) 45 - 810 (112) 698 478 1,176 (808) 368 (172) 196 (37) 159 - (24) (5) (172) 97 - 118 168 286 286 572 (702) (130) - (130) 78 (52) 294 (447) (32) - - 2,218 200 89 289 194 483 (1,221) (738) (1) (739) 289 (450) 536 (949) (34) (1) - 4,242 Other items1 $m - - - (216) (216) Group Total $m 29,120 (14,248) 14,872 5,401 20,273 - (9,448) (216) 10,825 1 (215) (317) (532) - - - 1 - - - - - (48) (48) - (48) 27 (21) (159) (180) - - - 27 - - (1,198) 9,627 (3,221) 6,406 300 (972) (158) (1,198) 4,447 2,248 29,951 (14,856) 15,095 5,451 20,546 (10,439) 10,107 (1,929) 8,178 (2,469) 5,709 541 (1,475) (182) (1,929) 4,729 4,272 1. Cash profit represents ANZ's preferred measure of the results of the segments. We remove certain other items from the statutory profit if we consider them not integral to the ongoing performance of the segment. 84 ANZ 2017 ANNUAL REPORT 7. SEGMENT REPORTING (continued) OTHER ITEMS The table below sets out the profit after tax impact of other items which are removed from statutory profit to reflect the cash profit of each segment. Item Treasury shares adjustment Revaluation of policy liabilities Economic hedges Revenue hedges Related segment Wealth Australia Wealth Australia and New Zealand Division Institutional, TSO and Group Centre TSO and Group Centre Structured credit intermediation trades Institutional Reclassification of SRCB to held for sale TSO and Group Centre Total Profit after tax 2017 $m (58) (34) (209) 99 3 (333) (532) 2016 $m (44) 54 (102) (92) 4 - (180) SEGMENT INCOME BY PRODUCTS AND SERVICES The primary sources of our external income across all divisions are interest income and other operating income. The Australia, New Zealand, and Asia Retail & Pacific divisions derive income from products and services from retail and commercial banking. The Institutional division derives its income from institutional products and services. The Wealth Australia division derives income from funds management and insurance businesses. No single customer amounts to greater than 10% of the Group’s income. GEOGRAPHICAL INFORMATION The following table sets out total operating income earned and assets to be recovered in more than one year based on the geographical regions in which the Group operates. The assets consist of available-for-sale assets, net loans and advances and investments backing policy liabilities. Australia Europe & Americas New Zealand Total Asia Pacific, Total operating income 2017 $m 2016 $m 13,603 13,281 Assets to be recovered in more than one year 387,954 378,774 2017 $m 2,945 42,266 2016 $m 3,688 48,479 2017 $m 3,725 96,453 2016 $m 3,577 2017 $m 2016 $m 20,273 20,546 92,006 526,673 519,259 8. CASH AND CASH EQUIVALENTS Coins, notes and cash at bank Money at call, bills receivable and remittances in transit Securities purchased under agreements to resell in less than 3 months Balances with central banks Settlement balances owed to ANZ within 3 months Cash and cash equivalents 2017 $m 1,544 108 21,479 24,039 20,878 68,048 2016 $m 1,457 98 21,200 25,920 17,545 66,220 85 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 9. TRADING SECURITIES Trading securities ($m) 5,002 7,056 9,668 2017 11,634 2016 28,935 28,498 Government securities Corporate and financial institution securities Equity and other securities Trading securities ● Government securities ● Corporate and financial institution securities ● Equity and other securities 2017 $m 28,935 9,668 5,002 43,605 2016 $m 28,498 11,634 7,056 47,188 RECOGNITION AND MEASUREMENT Trading securities are financial instruments we either: • acquire principally for the purpose of selling in the short-term; or • hold as part of a portfolio we manage for short-term profit making. We recognise purchases and sales of trading securities on trade date: • initially, we measure them at fair value through the profit and loss; and • subsequently, we measure them in the balance sheet at their fair value with any revaluation recognised in the profit or loss. KEY JUDGEMENTS AND ESTIMATES Judgement is required when applying the valuation techniques used to measure the fair value of trading securities not valued using quoted market prices. Refer to Note 17 Fair Value of Financial Assets and Liabilities for further details. 86 ANZ 2017 ANNUAL REPORT 10. DERIVATIVE FINANCIAL INSTRUMENTS Fair Value Derivative financial instruments - held for trading Derivative financial instruments - designated in hedging relationships Derivative financial instruments FEATURES Derivative financial instruments are contracts: Assets 2017 $m 60,387 2,131 62,518 Liabilities 2017 $m (59,602) (2,650) (62,252) Assets 2016 $m 83,787 3,709 87,496 Liabilities 2016 $m (85,174) (3,551) (88,725) • whose value is derived from an underlying price index (or other variable) defined in the contract – sometimes the value is derived from more than one variable; • that require little or no initial net investment; and • that are settled at a future date. Movements in the price of the underlying variables, which cause the value of the contract to fluctuate, are reflected in the fair value of the derivative. PURPOSE The Group’s derivative financial instruments have been categorised as following: Trading Derivatives held in order to: • Meet customer needs for managing their own risks. • Manage risk in the Group’s positions that are not part of a designated hedge accounting relationship. • Undertake market making and positioning activities to generate profits from short-term fluctuations in prices or margins. Designated in Hedging Relationships Derivatives designated into hedge accounting relationships in order to minimise profit or loss volatility by matching movements to underlying positions relating to: • Hedges of the Group’s exposures to interest rate risk, currency risk and credit risk. • Hedges of other exposures relating to non-trading positions. TYPES The Group offers and uses four different types of derivative financial instruments: Forwards Futures Swaps Options A contract documenting the rate of interest, or the currency exchange rate, to be paid or received on a notional principal obligation at a future date. An exchange traded contract in which the parties agree to buy and sell an asset in the future for a price agreed on the transaction date, with a net settlement in cash paid on the future date without physical delivery of the asset. A contract in which one party exchanges one series of cash flows for another. A contract in which the buyer of the contract has the right - but not the obligation - to buy (known as a 'call option') or to sell (known as a 'put option') an asset or instrument at a set price on a future date. The seller has the corresponding obligation to fulfil the transaction to sell or buy the asset or instrument if the buyer exercises the option. RISKS MANAGED The Group offers and uses the instruments described above to manage fluctuations in the following market factors: Interest Rate Fixed or variable interest rates applying to money lent, deposited or borrowed. Foreign Exchange Currencies at current or determined rates of exchange. Commodity Soft commodities (that is, agricultural products such as wheat, coffee, cocoa and sugar) and hard commodities (that is, mined products such as gold, oil and gas). Credit Counterparty risk in the event of default. 87 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 10. DERIVATIVE FINANCIAL INSTRUMENTS (continued) DERIVATIVE FINANCIAL INSTRUMENTS – HELD FOR TRADING The majority of the Group’s derivative financial instruments are held for trading. The fair value of derivative financial instruments held for trading are: Fair Value Interest rate contracts Forward rate agreements Futures contracts Swap agreements Options purchased Options sold Total Foreign exchange contracts Spot and forward contracts Swap agreements Options purchased Options sold Total Commodity contracts Credit default swaps Structured credit derivative purchased Other credit derivatives purchased Credit derivatives purchased Structured credit derivatives sold Other credit derivatives sold Credit derivatives sold Total Assets 2017 $m 2 102 Liabilities 2017 $m (1) (56) 31,331 (30,814) 746 - 32,181 15,232 10,298 517 - 26,047 1,991 52 13 65 - 103 103 168 - (1,365) (32,236) (14,943) (10,374) - (475) (25,792) (1,398) - (110) (110) (58) (8) (66) (176) (59,602) Assets 2016 $m 12 28 57,656 1,098 - 58,794 10,957 10,678 887 - 22,522 2,294 40 117 157 - 20 20 177 83,787 Liabilities 2016 $m (17) (107) (55,475) - (2,076) (57,675) (10,791) (14,309) - (802) (25,902) (1,395) - (125) (125) (50) (27) (77) (202) (85,174) Derivative financial instruments - held for trading 60,387 88 ANZ 2017 ANNUAL REPORT 10. DERIVATIVE FINANCIAL INSTRUMENTS (continued) DERIVATIVE FINANCIAL INSTRUMENTS – DESIGNATED IN HEDGING RELATIONSHIPS There are three types of hedge accounting relationships the Group utilises: Fair value hedge Cash flow hedge Net investment hedge Objective of this hedging arrangement To hedge our exposure to changes to the fair value of a recognised asset or liability or unrecognised firm commitment caused by interest rate or foreign currency movements. Recognition of effective hedge portion The following are recognised in profit or loss at the same time: • all changes in the fair value of the underlying item relating to the hedged risk; and • the change in the fair value of derivatives. To hedge our exposure to variability in cash flows of a recognised asset or liability, a foreign exchange component of a firm commitment or a highly probable forecast transaction caused by interest rate, foreign currency or other price movements. We recognise the effective portion of changes in the fair value of derivatives designated as a cash flow hedge in the cash flow hedge reserve. To hedge our exposure to exchange rate differences arising from the translation of our foreign operations from their functional currency to Australian dollars. We recognise the effective portion of changes in the fair value of the hedging instrument in the foreign currency translation reserve. Recognition of ineffective hedge portion If a hedging instrument expires, or is sold, terminated, or exercised; or no longer qualifies for hedge accounting Recognised immediately in other operating income. When we recognise the hedged item in profit or loss, we recognise the related unamortised fair value adjustment in profit or loss. This may occur over time if the hedged item is amortised to profit or loss as part of the effective yield over the period to maturity. Only when we recognise the hedged item in profit or loss is the amount previously deferred in the cash flow hedge reserve transferred to profit or loss. Hedged item sold or repaid We recognise the unamortised fair value adjustment immediately in profit or loss. Amounts accumulated in equity are transferred immediately to profit or loss. The amount we defer in the foreign currency translation reserve remains in equity and is transferred to profit or loss only when we dispose of, or partially dispose of, the foreign operation. The gain or loss, or applicable proportion, we recognise in equity is transferred to profit or loss on disposal or partial disposal of a foreign operation. The fair value of derivative financial instruments designated in hedging relationships are: Fair Value Foreign exchange swap agreements Interest rate swap agreements Interest rate futures contracts Interest rate swap agreements Foreign exchange swap agreements Hedge accounting type Fair value Fair value Fair value Cash flow Cash flow Foreign exchange spot and forward contracts Cash flow Foreign exchange spot and forward contracts Net investment Assets 2017 $m 1 1,366 80 638 35 - 11 Liabilities 2017 $m - (2,114) - (476) (49) (5) (6) Assets 2016 $m 2 2,661 5 1,038 - - 3 Liabilities 2016 $m - (2,616) (12) (920) - - (3) Derivative financial instruments - designated in hedging relationships 2,131 (2,650) 3,709 (3,551) 89 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 10. DERIVATIVE FINANCIAL INSTRUMENTS (continued) The impact recognised in profit or loss arising from derivative financial instruments designated in hedge accounting relationships, is as follows: Gain/(loss) recognised in other operating income Hedged item Hedging instrument Ineffective portion of hedged instrument Hedge accounting type Fair value Fair value Cash flow 2017 $m 122 (128) (18) 2016 $m 469 (428) 5 RECOGNITION AND MEASUREMENT Recognition Initially and at each reporting date, we recognise all derivatives at fair value. If the fair value of a derivative is positive, then we carry it as an asset, but if its value is negative, then we carry it as a liability. Valuation adjustments are integral in determining the fair value of derivatives. This includes: • a derivative credit valuation adjustment (CVA) to reflect the counterparty risk and/or event of default; and • a funding valuation adjustment (FVA) to account for funding costs and benefits in the derivatives portfolio. Derecognition of assets and liabilities We remove derivative assets from our balance sheet when the contracts expire or we have transferred substantially all the risks and rewards of ownership. We remove derivative liabilities from our balance sheet when the Group’s contractual obligations are discharged, cancelled or expired. Impact on the Income Statement How we recognise gains or losses on derivative financial instruments depends on whether the derivative is trading or is designated into a hedging relationship. Trading Hedging We recognise gains or losses from the change in the fair value of trading securities in profit or loss as other operating income in the period in which they occur. Contracted interest payments are included in interest income and expense. For an instrument designated into a hedging relationship the recognition of gains or losses depends on the nature of the item being hedged. Refer to the previous table on page 89 for profit or loss treatment depending on the hedge type. Hedge effectiveness To qualify for hedge accounting a hedge is expected to be highly effective. A hedge is highly effective only if the following conditions are met: • the hedge is expected to be highly effective in achieving offsetting changes in fair value or cash flows attributable to the hedged risk during the period for which the hedge is designated (prospective effectiveness); and • the actual results of the hedge are within the range of 80-125% (retrospective effectiveness). The Group monitors hedge effectiveness on a regular basis but at a minimum at least at each reporting date. KEY JUDGEMENTS AND ESTIMATES Judgement is required when we select the valuation techniques used to measure the fair value of derivatives, particularly the selection of valuation inputs that are not readily observable, and the application of valuation adjustments to certain derivatives. Refer to Note 17 Fair Value of Financial Assets and Liabilities for further details. 90 ANZ 2017 ANNUAL REPORT 11. AVAILABLE-FOR-SALE ASSETS Available-for-sale-assets ($m) 3,284 4,532 17,392 2017 2016 19,115 ● Government securities ● Corporate and financial institution securities ● Equity and other securities 48,708 39,466 Period Less than 3 months Between 3 and 12 months Between 1 and 5 years Greater than 5 years No maturity Security type Government securities $m 6,745 5,576 19,302 17,085 - 2017 Corporate and financial institution securities $m 1,201 2,738 12,960 493 - Available-for-sale-assets 48,708 17,392 Equity and other securities $m - - 403 2,134 747 3,284 Total $m 7,946 8,314 32,665 19,712 747 69,384 2016 Corporate and financial institution securities $m Equity and other securities $m Government securities $m 3,760 2,483 9,762 23,461 - 1,457 2,729 14,045 884 - 39,466 19,115 - - 592 3,085 855 4,532 Total $m 5,217 5,212 24,399 27,430 855 63,113 During the year, the Group recognised a net gain (before tax) in respect of available-for-sale (AFS) assets of $15 million (2016: $48 million) in other operating income. The carrying value of AFS equity securities is $747 million (2016: $855 million). This includes the Group’s $676 million (2016: $795 million) investment in the Bank of Tianjin (BoT) that ceased being classified as an associate in March 2016. 91 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 11. AVAILABLE-FOR-SALE ASSETS (continued) RECOGNITION AND MEASUREMENT AFS assets comprise non-derivative financial assets which we designate as AFS since we do not hold them principally for trading purposes. They include both equity and debt securities. AFS assets are initially recognised at fair value plus transaction costs and are revalued at least bi-annually. On revaluation, we include movements in fair value within the available-for-sale revaluation reserve in equity, except for certain items which are recognised directly in profit or loss, being interest on debt securities, dividends received, foreign exchange on debt securities and impairment charges. When we sell the asset, any cumulative gain or loss from the available-for-sale revaluation reserve is recognised in profit or loss. At each reporting date, we assess whether any AFS assets are impaired. We assess the impairment of any debt securities if an event has occurred which will have a negative impact on the asset’s estimated cash flows. For equity securities, we assess if there is a significant or prolonged decline in fair value below cost. If an AFS asset is impaired, then we remove the cumulative loss related to that asset from the available-for-sale revaluation reserve. We then recognise it in profit or loss for: • debt instruments, as a credit impairment expense; and • equity instruments, as a negative impact in other operating income. We recognise any later reversals of impairment on debt securities in the profit or loss through the credit impairment charge line. However, we do not make any reversals of impairment for equity securities. To the extent previously impaired equity securities recover in value, gains are recognised directly in equity. KEY JUDGEMENTS AND ESTIMATES Judgement is required when we select valuation techniques used to measure the fair value of AFS assets not valued using quoted market prices, particularly the selection of valuation inputs that are not readily observable. Refer to Note 17 Fair Value of Financial Assets and Liabilities for further details. 92 ANZ 2017 ANNUAL REPORT 12. NET LOANS AND ADVANCES The following table provides details of net loans and advances for the Group: Overdrafts Credit cards Commercial bills Term loans – housing Term loans – non-housing Other Subtotal Unearned income Capitalised brokerage/mortgage origination fees Customer liability for acceptances1 Gross loans and advances (including assets classified as held for sale) Provision for credit impairment (refer to Note 13) Net loans and advances (including assets classified as held for sale) Less: Net loans and advances classified as held for sale (refer to Note 28) Net loans and advances Residual contractual maturity: Within one year After more than one year Net loans and advances Carried on Balance Sheet at: Amortised cost Fair value through profit or loss (designated on initial recognition) Fair value through profit or loss (held for trading) Net loans and advances 1. Customer liability for acceptances has been recognised in other assets from 30 September 2017. 2017 $m 7,345 11,009 11,068 337,309 213,308 3,405 583,444 (411) 1,058 - 584,091 (3,798) 580,293 (5,962) 574,331 108,555 465,776 574,331 2016 $m 8,153 11,846 12,592 323,144 219,198 4,011 578,944 (544) 1,064 571 580,035 (4,183) 575,852 - 575,852 116,135 459,717 575,852 574,175 575,440 156 - 397 15 574,331 575,852 RECOGNITION AND MEASUREMENT Loans and advances are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are facilities the Group provides directly to customers or through third party channels. Loans and advances are initially recognised at fair value plus transaction costs directly attributable to the issue of the loan or advance, which are primarily brokerage/mortgage origination fees. These costs are amortised over the estimated life of the loan. Subsequently, we then measure loans and advances at amortised cost using the effective interest rate method, net of any provision for credit impairment, or at fair value when they are specifically designated on initial recognition as fair value through profit or loss or when held for trading. We classify contracts to lease assets and hire purchase agreements 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. We include these facilities in ‘other’ in the table above. The Group enters into transactions in which it transfers financial assets that are recognised on its balance sheet. When the Group retains substantially all of the risks and rewards of the transferred assets, then the transferred assets remain on the Group’s balance sheet, however if substantially all the risks and rewards are transferred then the Group derecognises the asset. If the risks and rewards are partially retained and control over the asset is lost, then the Group derecognises the asset. If control over the asset is not lost, then the Group continues to recognise the asset to the extent of its continuing involvement. We separately recognise the rights and obligations retained, or created, in the transfer as assets and liabilities as appropriate. 93 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 13. PROVISION FOR CREDIT IMPAIRMENT PROVISION FOR CREDIT IMPAIRMENT - BALANCE SHEET Provision for credit impairment Individual provision Balance at start of year New and increased provisions Write-backs Bad debts written off (excluding recoveries) Other1 Total individual provision Collective provision Balance at start of year Charge/(release) to profit or loss Other2 Total collective provision Total provision for credit impairment Net loans and advances Off-balance sheet credit related commitments 2017 $m 1,278 2,068 (501) (1,693) (34) 1,118 2,245 (76) (51) 2,118 3,236 2016 $m 1,038 2,435 (311) (1,722) (162) 1,278 2,279 49 (83) 2,245 3,523 2017 $m 2016 $m 29 1 - - (12) 18 631 (66) (21) 544 562 23 10 - - (4) 29 677 (32) (14) 631 660 Total 2017 $m 1,307 2,069 (501) (1,693) (46) 1,136 2,876 (142) (72) 2,662 3,798 1. Other individual provision includes the Esanda Dealer Finance divestment, an adjustment for exchange rate fluctuations, and the impact of discount unwind on individual provisions. 2. Other collective provision includes the Esanda Dealer Finance divestment, Asia Retail and Wealth business divestment and an adjustment for exchange rate fluctuations. CREDIT IMPAIRMENT CHARGE - INCOME STATEMENT Credit impairment charge New and increased provisions Write-backs Recoveries of amounts previously written-off Individual credit impairment charge Collective credit impairment charge/(release) Total credit impairment charge 2017 $m 2,069 (501) (228) 1,340 (142) 1,198 2016 $m 1,061 2,445 (311) (1,722) (166) 1,307 2,956 17 (97) 2,876 4,183 2016 $m 2,445 (311) (222) 1,912 17 1,929 94 ANZ 2017 ANNUAL REPORT 13. PROVISION FOR CREDIT IMPAIRMENT (continued) RECOGNITION AND MEASUREMENT The Group recognises two types of impairment provisions for its loans and advances: • Individual provisions for significant assets that are assessed to be impaired; and • Collective provisions for portfolios of similar assets that are assessed collectively for impairment. The accounting treatment for each of them is detailed below: Individually Collectively Assessment Impairment If any impaired loans and advances exceed specified thresholds and an impairment event has been identified, then we assess the need for a provision individually. Loans and advances are assessed as impaired if we have objective evidence that we may not recover principal or interest payments (that is, a loss event has been incurred) and we can reliably measure the impairment. To allow for any small value loans and advances where losses may have been incurred but not yet identified, and individually significant loans and advances that we do not assess as impaired, we assess them collectively in pools of assets with similar risk characteristics. We estimate the provision on the basis of historical loss experience for assets with credit risk characteristics similar to others in the respective collective pool. We adjust the historical loss experience based on current observable data – such as: changing economic conditions, the impact of the inherent risk of large concentrated losses within the portfolio and an assessment of the economic cycle. Measurement We measure impairment loss as the difference between the asset’s carrying amount and estimated future cash flows discounted to their present value at the asset’s original effective interest rate. We record the result as an expense in profit or loss in the period we identify the impairment and recognise a corresponding reduction in the carrying amount of loans and advances through an offsetting provision. Uncollectable amounts If a loan or advance is uncollectable (whether partially or in full), then we write off the balance (and also any related provision for credit impairment). We write off unsecured retail facilities at the earlier of the facility becoming 180 days past due, or the customer’s bankruptcy or similar legal release from the obligation to repay the loan or advance. For secured facilities, write offs occur net of the proceeds determined to be recoverable from the realisation of collateral. Recoveries If we recover any cash flows from loans and advances we have previously written off, then we recognise the recovery in profit or loss in the period the cash flows are received. Off-balance sheet amounts Any off-balance sheet items, such as loan commitments, are considered for impairment both on an individual and collective basis. KEY JUDGEMENTS AND ESTIMATES When we measure impairment of loans and advances, we use management’s judgement of the extent of losses at reporting date. Key Judgements • Estimated future cash flows • Estimated future cash flows Individually Collectively • Business prospects for the customer • Historical loss experience of assets with similar • Realisable value of any collateral • Group’s position relative to other claimants • Reliability of customer information • Likely cost and duration of recovering loans risk characteristics • Impact of large concentrated losses inherent in the portfolio • Assessment of the economic cycle We regularly review our key judgements and update them to reflect actual loss experience. 95 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 14. DEPOSITS AND OTHER BORROWINGS Deposits and other borrowings ($m) 55,222 18,979 59,292 22,913 61,429 20,867 193,371 57,759 192,147 2017 20,892 2016 250,392 235,101 Certificates of deposit Term deposits On demand and short term deposits Deposits not bearing interest Deposits from banks and securities sold under repurchase agreements Commercial paper and other borrowings1 Deposits and other borrowings (including liabilities held for sale) Less: Deposits and other borrowings classified as held for sale (refer to Note 28) Deposits and other borrowings Residual contractual maturity: - to be settled within 1 year - to be settled after 1 year Deposits and other borrowings Carried on Balance Sheet at: Amortised cost Fair value through profit or loss (designated on initial recognition) Deposits and other borrowings ● Certificates of deposit ● Term deposit ● On demand and short term deposit ● Deposits not bearing interest ● Deposit from banks and securities sold under repurchase agreements ● Commercial paper and other borrowings 2017 $m 55,222 193,371 250,392 22,913 59,292 18,979 600,169 (4,558) 595,611 577,495 18,116 595,611 592,114 3,497 595,611 2016 $m 61,429 192,147 235,101 20,892 57,759 20,867 588,195 - 588,195 567,567 20,628 588,195 583,002 5,193 588,195 1. Other borrowings related to secured investments of the consolidated subsidiary UDC Finance Limited (UDC) of NZD 1.0 billion (September 2016: NZD 1.6 billion) and the accrued interest thereon which are secured by a security interest over all the assets of UDC NZD 3.0 billion (September 2016: NZD 2.7 billion). RECOGNITION AND MEASUREMENT For deposits and other borrowings that are: • not designated at fair value through profit or loss on initial recognition, we measure them at amortised cost and recognise their interest expense using the effective interest rate method; and • managed on a fair value basis, reduce or eliminate an accounting mismatch or contain an embedded derivative, we designated them as fair value through profit or loss. Refer to Note 17 Fair Value of Financial Assets and Liabilities for details of the split between amortised cost and fair value. For deposits and other borrowings designated at fair value we recognise the amount of fair value gain or loss attributable to changes in the Group’s own credit risk in other comprehensive income in retained earnings. Any remaining amount of fair value gain or loss we recognise directly in profit or loss. Once we have recognised an amount in other comprehensive income, we do not later reclassify it to profit or loss. Securities sold under repurchase agreements represent a liability to repurchase the financial assets that remain on our balance sheet since the risks and rewards of ownership remain with the Group. Over the life of the repurchase agreement, we recognise the difference between the sale price and the repurchase price and charge it to interest expense in the Income Statement. 96 ANZ 2017 ANNUAL REPORT 15. DEBT ISSUANCES The Group uses a variety of funding programmes to issue senior debt (including covered bonds and securitisations) and subordinated debt. The difference between senior debt and subordinated debt is that holders of senior debt take priority over holders of subordinated debt owed by the relevant issuer and subordinated debt will be repaid by the relevant issuer only after the repayment of claims of depositors, other creditors and the senior debt holders. Senior debt Covered bonds Securitisation Total unsubordinated debt Subordinated debt - Additional Tier 1 capital - Tier 2 capital Total subordinated debt Total debt issued 2017 $m 68,852 19,859 1,552 90,263 8,452 9,258 17,710 107,973 TOTAL DEBT ISSUED BY CURRENCY The table below shows the Group’s issued debt by currency of issue, which broadly represents the debt holders’ base location. USD EUR AUD NZD JPY CHF GBP HKD Other United States Dollars Euro Australian Dollars New Zealand Dollars Japanese Yen Swiss Francs Pounds Sterling Hong Kong Dollars Chinese Yuan, Norwegian Kroner, Turkish Lira, Singapore Dollars, Canadian Dollars, Mexican Peso and South African Rand 2017 $m 45,799 22,507 23,194 6,361 3,233 2,248 854 1,136 2,641 2016 $m 70,041 21,039 - 91,080 9,493 12,471 21,964 113,044 2016 $m 44,536 25,141 24,083 6,972 4,069 2,074 1,744 1,188 3,237 Total debt issued Residual contractual maturity: - to be settled within 1 year - to be settled after 1 year - no maturity date (instruments in perpetuity) Total debt issued 107,973 113,044 13,458 92,159 2,356 107,973 23,348 87,177 2,519 113,044 SUBORDINATED DEBT Subordinated debt qualifies as regulatory capital for the Group and is classified as either Additional Tier 1 (AT1) capital or Tier 2 capital for APRA’s capital adequacy purposes depending on their terms and conditions: • AT1 capital - perpetual capital instruments such as: • ANZ Convertible Preference Shares (ANZ CPS); • ANZ Capital Notes (ANZ CN); • ANZ Capital Securities (ANZ CS); and • ANZ NZ Capital Notes (ANZ NZ CN). • Tier 2 capital - all other perpetual or term subordinated notes. 97 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 15. DEBT ISSUANCES (continued) AT1 CAPITAL All outstanding AT1 capital instruments (other than CPS3) are Basel III fully compliant instruments (refer to Note 22 Capital Management for further information about Basel III). For CPS3, APRA has granted the Group transitional Basel III capital treatment until 1 September 2019. CPS3, and each of the ANZ CN and ANZ CS rank equally with each other. Distributions on the AT1 capital instruments are non-cumulative and subject to the issuer’s absolute discretion and certain payment conditions (including regulatory requirements). Distributions on CPS3 and ANZ CN are franked in line with the franking applied to ANZ ordinary shares. Where specified, the AT1 capital instruments provide the issuer with an early redemption or conversion option on a specified date and in certain other circumstances (such as a tax or regulatory event). This option is subject to APRA’s and, in respect of the ANZ NZ CN, the Reserve Bank of New Zealand’s (RBNZ) prior written approval. Where specified, the AT1 capital instruments will immediately convert into a variable number of ANZ ordinary shares (based on the average market price of the shares immediately prior to conversion less a 1% discount, subject to a maximum conversion number) if: • ANZ’s or, in the case of the ANZ NZ CN, ANZ Bank New Zealand Limited’s (ANZ NZ) Common Equity Tier 1 capital ratio is equal to or less than 5.125% - known as a Common Equity Capital Trigger Event; or • 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 or, in the case of the ANZ NZ CN, the RBNZ directs ANZ NZ to convert or write-off the notes or a statutory manager is appointed to ANZ NZ and decides that ANZ NZ must convert or write-off the notes – known as a Non-Viability Trigger Event. The AT1 capital instruments (other than the ANZ CS) mandatorily convert into a variable number of ANZ ordinary shares (based on the average market price of the shares immediately prior to conversion less a 1% discount): • on a specified date; or • on an earlier date under certain circumstances. However the mandatory conversion is deferred for a specified period if certain conversion tests are not met. The tables below show the key details of the Group’s AT1 capital instruments on issue at 30 September in both the current and prior year: ANZ Convertible Preference Shares (ANZ CPS) Issuer Issue date Issue amount Face value Dividend frequency Dividend rate Issuer’s early redemption or conversion option Mandatory conversion date Common equity capital trigger event Non-viability trigger event Cash dividend payments treated as interest expense CPS2 ANZ CPS3 ANZ 17 December 2009 28 September 2011 $1,968 million On 27 September 2016, ANZ bought back and cancelled $900 million of CPS2, and reinvested the proceeds into CN4. The remaining CPS2 was bought back and cancelled on 15 December 2016. $1,340 million On 28 September 2017, ANZ bought back and cancelled $767 million of CPS3, and either reinvested the proceeds into CN5 or returned the cash proceeds to investors. $100 Quarterly in arrears $100 Semi-annually in arrears Floating rate: (90 day Bank Bill rate +3.1%)x (1-Australian corporate tax rate) Floating rate: (180 day Bank Bill rate +3.1%)x (1-Australian corporate tax rate) No N/A No No 1 March 2018 and each subsequent semi-annual dividend payment date 1 September 2019 Yes No $8 million (2016: $75 million) $47 million (2016: $51 million) Carrying value 2017 (net of issue costs) $nil million (2016: $1,068 million) $573 million (2016: $1,340 million) 98 ANZ 2017 ANNUAL REPORT 15. DEBT ISSUANCES (continued) ANZ Capital Notes (ANZ CN) Issuer Issue date Issue amount Face value Distribution frequency Distribution rate CN1 ANZ 7 August 2013 $1,120 million $100 CN2 ANZ 31 March 2014 $1,610 million $100 CN3 ANZ, acting through its New Zealand branch 5 March 2015 $970 million $100 Semi-annually in arrears Semi-annually in arrears Semi-annually in arrears Floating rate: (180 day Bank Bill rate +3.4%)x(1-Australian corporate tax rate) Floating rate: (180 day Bank Bill rate +3.25%)x(1-Australian corporate tax rate) Floating rate: (180 day Bank Bill rate +3.6%)x(1-Australian corporate tax rate) Issuer’s early redemption or conversion option 1 September 2021 Mandatory conversion date 1 September 2023 24 March 2022 24 March 2024 Yes Yes 24 March 2023 24 March 2025 Yes Yes Yes Yes Common equity capital trigger event Non-viability trigger event Carrying value 2017 (net of issue costs) Issuer Issue date Issue amount Face value Distribution frequency Distribution rate Issuer’s early redemption or conversion option Mandatory conversion date Common equity capital trigger event Non-viability trigger event Carrying value 2017 (net of issue costs) $1,116 million (2016: $1,115 million) $1,604 million (2016: $1,602 million) $963 million (2016: $962 million) CN4 ANZ CN5 ANZ 27 September 2016 28 September 2017 $1,622 million $100 $931 million $100 Quarterly in arrears Quarterly in arrears Floating rate: (90 day Bank Bill rate +4.7%)x(1-Australian corporate tax rate) Floating rate: (90 day Bank Bill rate +3.8%)x(1-Australian corporate tax rate) 20 March 2024 20 March 2026 Yes Yes 20 March 2025 20 March 2027 Yes Yes $1,608 million (2016: $1,604 million) $925 million (2016: $0 million) 99 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 15. DEBT ISSUANCES (continued) ANZ Capital Securities (ANZ CS) Issuer Issue date Issue amount Face value Interest frequency Interest rate ANZ, acting through its London branch 15 June 2016 USD 1,000 million Minimum denomination of USD 200,000 and an integral multiple of USD 1,000 above that Semi-annually in arrears Fixed at 6.75% p.a. until 15 June 2026. Reset on 15 June 2026 and each 5 year anniversary to a floating rate: 5 year USD mid-market swap rate + 5.168% Issuer’s early redemption option 15 June 2026 and each 5 year anniversary Common equity capital trigger event Non-viability trigger event Yes Yes Carrying value 2017 (net of issue costs) $1,206 million (2016: $1,329 million) ANZ NZ Capital Notes (ANZ NZ CN) Issuer Issue date Issue amount Face value Interest frequency Interest rate ANZ Bank New Zealand Limited (ANZ NZ) 31 March 2015 NZD 500 million NZD 1 Quarterly in arrears Fixed at 7.2% p.a. until 25 May 2020. Resets in May 2020 to a floating rate: New Zealand 3 month bank bill rate + 3.5% Interest payments are subject to ANZ NZ’s absolute discretion and certain payment conditions (including APRA and RBNZ requirements) Issuer’s early redemption option Mandatory conversion date Common equity capital trigger event Non-viability trigger event 25 May 2020 25 May 2022 Yes Yes Carrying value 2017 (net of issue costs) $457 million (2016: $473 million) 100 ANZ 2017 ANNUAL REPORT 15. DEBT ISSUANCES (continued) TIER 2 CAPITAL The convertible term subordinated notes are Basel III fully compliant instruments. If a Non-Viability Trigger Event occurs, the convertible term subordinated notes will immediately convert into ANZ ordinary shares (based on the average market price of the shares immediately prior to conversion less a 1% discount, subject to a maximum conversion number). APRA has granted transitional Basel III capital treatment for: • all other term subordinated notes until their first call date; • the USD 300 million perpetual subordinated notes until the end of the transitional period (December 2021); and • the NZD 835 million perpetual subordinated notes until the April 2018 call date. The table below shows the Tier 2 capital subordinated notes the Group holds at 30 September in both the current and prior year: Currency Face value Maturity Next optional call date – subject to APRA’s prior approval Interest rate Basel III transitional subordinated notes (perpetual) USD NZD 300m 835m1 Perpetual Perpetual 2018 Each semi-annual interest payment date Floating Basel III transitional subordinated notes (term) EUR AUD AUD USD AUD 750m 500m 1,509m 750m 750m 2019 2022 2022 2022 2023 N/A 2017 2017 2017 2018 Total Basel III transitional subordinated notes Basel III fully compliant convertible subordinated notes (term) AUD USD CNY SGD AUD JPY AUD USD JPY JPY AUD 750m 800m 2,500m 500m 200m 20,000m 700m 1,500m 10,000m 10,000m 225m 2024 2024 2025 2027 2027 2026 2026 2026 2026 2028 2032 2019 N/A 2020 2022 2022 N/A 2021 N/A 2021 2023 2027 Total Basel III fully compliant subordinated notes Total Tier 2 capital 1. Call is subject to prior RBNZ and APRA approval. Non- Viability Trigger Event No No No No No No No Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 2017 $m 382 768 1,205 - - - 747 3,102 750 1,061 478 478 199 226 699 1,817 112 111 225 6,156 9,258 Fixed Fixed Floating Floating Fixed Floating Floating Fixed Fixed Fixed Fixed Fixed Floating Fixed Fixed Fixed Fixed 2016 $m 394 796 1,224 499 1,507 978 749 6,147 750 1,158 491 493 199 264 700 2,011 129 129 - 6,324 12,471 101 RECOGNITION AND MEASUREMENT Debt issuances are measured at amortised cost, except where designated at fair value through profit or loss. Where the Group enters into a hedge accounting relationship, the fair value attributable to the hedged risk is reflected in adjustments to the carrying value of the debt. Interest expense is recognised using the effective interest rate method. Subordinated debt with capital-based conversion features (i.e. Common Equity Capital Trigger Event or Non-Viability Trigger Events) are considered to contain embedded derivatives that we account for separately at fair value through profit and loss. The embedded derivatives have no value as of the reporting date given the remote nature of those triggering events. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 16. FINANCIAL RISK MANAGEMENT RISK MANAGEMENT FRAMEWORK AND MODEL INTRODUCTION The use of financial instruments is fundamental to the Group’s businesses of providing banking and other financial services to our customers. The associated financial risks (primarily credit, market, and liquidity risks) are a significant portion of the Group’s principal risks. We disclose details of all principal risks impacting the Group, and further information on the Group’s risk management activities, in the Governance and Risk Management section. This note details the Group’s financial risk management policies, processes and quantitative disclosures in relation to the key financial risks: Principal financial risks Overview Credit risk Credit risk is the risk of financial loss from a customer, or counterparty, failing to meet their financial obligations – including the whole and timely payment of principal, interest, collateral, and other receivables. Market risk Market risk is the risk of loss arising from potential adverse changes in the value of the Group’s assets and liabilities and other trading positions from fluctuations in market variables. These variables include, but are not limited to interest rates, foreign exchange, equity prices, commodity prices, credit spreads, implied volatilities, and asset correlations. Liquidity and funding risk Liquidity risk is the risk that the Group is unable to meet its payment obligations when they fall due; or does not have the appropriate amount, tenor and composition of funding and liquidity to fund increases in its assets. Refer to Note 29 Life Insurance Business for details of the insurance and funds management risk management. Key sections applicable to this risk • An overview of our Risk Management Framework • Credit risk overview, management and control responsibilities • Maximum exposure to credit risk • Credit quality • Concentrations of credit risk • Collateral management • Market risk overview, management and control responsibilities • Measurement of market risk • Traded and Non-traded market risk • Equity securities classified as Available-for-sale • Foreign currency risk – structural exposures • Liquidity risk overview, management and control responsibilities • Key areas of measurement for liquidity risk • Funding position • Residual contractual maturity analysis of the Group’s liabilities 102 ANZ 2017 ANNUAL REPORT 16. FINANCIAL RISK MANAGEMENT (continued) OVERVIEW AN OVERVIEW OF OUR RISK MANAGEMENT FRAMEWORK This overview is provided to aid the users of the financial statements to understand the context of the financial disclosures required under AASB 7 Financial Instruments: Disclosures. It should be read in conjunction with the Governance and Risk Management section. The Board is responsible for establishing and overseeing the Group’s Risk Management Framework (RMF). The Board has delegated authority to the Board Risk Committee (BRC) to develop and monitor compliance with the Group’s risk management policies. The BRC reports regularly to the Board on its activities. The Board approves the strategic objectives of the Group including: • the Risk Appetite Statement (RAS), sets out the Board’s expectations regarding the degree of risk that ANZ is prepared to accept in pursuit of its strategic objectives and business plan; and • the Risk Management Strategy (RMS), which describes ANZ’s strategy for managing risks and the key elements of the Risk Management Framework (RMF) that gives effect to this strategy. This includes a description of each material risk, and an overview of how the RMF addresses each risk, with reference to the relevant policies, standards and procedures. It also includes information on how ANZ identifies measures, evaluates, monitors, reports and controls or mitigates material risks. The Group, through its training and management standards and procedures, aims to maintain a disciplined and robust control environment in which all employees understand their roles and obligations. At ANZ, risk is everyone’s responsibility. The Group has an independent risk management function, headed by the Chief Risk Officer who: • is responsible for overseeing the risk profile and the risk management framework; • can effectively challenge activities and decisions that materially affect ANZ’s risk profile; and • has an independent reporting line to the BRC to enable the appropriate escalation of issues of concern. The Internal Audit Function reports directly to the Board Audit Committee (BAC). Internal Audit provides: • an independent evaluation of the Group’s RMF annually and undertakes a comprehensive review every three years; • assurance on the appropriateness, effectiveness and adequacy of the risk management framework, which includes assurance the framework is operating effectively; and • recommendations to improve the framework and/or work practices to strengthen the effectiveness of day to day operations. 103 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 16. FINANCIAL RISK MANAGEMENT (continued) CREDIT RISK CREDIT RISK OVERVIEW, MANAGEMENT AND CONTROL RESPONSIBILITIES Granting credit facilities to customers is one of the Group’s major sources of income. As this activity is also a principal risk, the Group dedicates considerable resources to its management. The Group assumes credit risk in a wide range of lending and other activities in diverse markets and in many jurisdictions. Credit risks arise from traditional lending to customers as well as from inter-bank, treasury, trade finance and capital markets activities around the world. Our credit risk management framework ensures we apply a consistent approach across the Group when we measure, monitor and manage the credit risk appetite set by the Board. The Board is assisted and advised by the BRC in discharging its duty to oversee credit risk. The BRC: • sets the credit risk appetite and credit strategies; and • approves credit transactions beyond the discretion of executive management. We quantify credit risk through an internal credit rating system (masterscales) to ensure consistency across exposure types and to provide a consistent framework for reporting and analysis. The system uses models and other tools to measure the following for customer exposures: Probability of Default (PD) Expressed by a Customer Credit Rating (CCR), reflecting the Group’s assessment of a customer’s ability to service and repay debt. Exposure at Default (EAD) The expected amount of loan outstanding at the time of default. Loss in the Event of Default (LGD) Expressed by a Security Indicator (SI) ranging from A to G. The SI is calculated by reference to the percentage of loan covered by security which the Group can realise if a customer defaults. The A-G scale is supplemented by a range of other SIs which cover such factors as cash cover and sovereign backing. For some customers, we group exposures into large homogenous pools - and the LGD is assigned at the pool level. Our specialist credit risk teams develop and validate the Group’s PD and LGD rating models. The outputs from these models drive our day-to-day credit risk management decisions including origination, pricing, approval levels, regulatory capital adequacy, economic capital allocation, and credit provisioning. All customers with whom ANZ has a credit relationship are assigned a CCR at origination via either of the following assessment approaches: Large and more complex lending Retail and some small business lending Rating models provide a consistent and structured assessment, with judgement required around the use of out-of-model factors. We handle credit approval on a dual approval basis, jointly with the business writer and an independent credit officer. Automated assessment of credit applications using a combination of scoring (application and behavioural), policy rules and external credit reporting information. If the application does not meet the automated assessment criteria, then it is referred out for manual assessment. We use the Group’s internal CCRs to manage the credit quality of financial assets neither past due nor impaired. To enable wider comparisons, the Group’s CCRs are mapped to external rating agency scales as follows: Internal Rating ANZ Customer Requirements Strong credit profile Satisfactory risk Demonstrated superior stability in their operating and financial performance over the long-term, and whose capacity is not significantly vulnerable to foreseeable events. 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. Sub-standard but not past due nor impaired Demonstrated some operational and financial instability, with variability and uncertainty in profitability and liquidity projected to continue over the short and possibly medium term. Moody’s Rating Standard & Poors Rating Aaa - Baa3 AAA - BBB- Ba1 - Ba3 BB+ - BB- B1 - Caa B+ - CCC 104 ANZ 2017 ANNUAL REPORT 16. FINANCIAL RISK MANAGEMENT (continued) CREDIT RISK (continued) 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 instruments which are primarily subject to market risk, or bank notes and coins. For undrawn facilities, this maximum exposure to credit risk is the full amount of the committed facilities. 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. The table below shows our maximum exposure to credit risk of on-balance sheet and off-balance sheet positions before taking account of any collateral held or other credit enhancements. On-balance sheet positions Net loans and advances2 Other financial assets: Cash and cash equivalents Settlement balances owed to ANZ Collateral paid Trading securities Derivative financial instruments Available-for-sale assets Regulatory deposits Investments backing policy liabilities Other financial assets3 Total other financial assets Subtotal Off-balance sheet positions Undrawn and contingent facilities2, 4 Total Reported Excluded1/Other2 Maximum exposure to credit risk 2017 $m 2016 $m 2017 $m 2016 $m 2017 $m 2016 $m 580,293 575,852 (562) (660) 580,855 576,512 68,048 5,504 8,987 43,605 62,518 69,384 2,015 37,964 3,764 301,789 882,082 66,220 4,406 12,723 47,188 87,496 63,113 2,296 35,656 3,541 322,639 898,491 232,162 245,189 1,114,244 1,143,680 1,544 5,504 - 4,713 - 747 - 1,457 4,406 - 6,597 - 855 - 37,964 35,656 - 48,971 48,311 - 50,472 49,910 562 50,472 66,504 64,763 - 8,987 38,892 62,518 68,637 2,015 - 3,764 251,317 832,172 - 12,723 40,591 87,496 62,258 2,296 - 3,541 273,668 850,180 660 231,600 244,529 48,971 1,063,772 1,094,709 1. Excluded comprises bank notes and coins and cash at bank within liquid assets, equity securities within available-for-sale financial assets and investments relating to the insurance business where the credit risk is passed onto the policy holder. In 2017, equity securities and precious metal exposures recognised as trading securities and trade dated assets recognised as settlement balances owed to ANZ have been excluded as they do not carry credit risk. Comparatives have been restated accordingly. 2. Other relates to the transfer of individual and collective provisions related to off-balance sheet facilities held in net loans and advances. The provisions are transferred for the purposes of showing the maximum exposure to credit risk by relevant facility type in this and the following tables. Net loans and advances include loans and advances held for sale. 3. Other financial assets mainly comprise accrued interest, insurance receivables and acceptances. 4. Undrawn facilities and contingent facilities includes guarantees, letters of credit and performance related contingencies. 105 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 16. FINANCIAL RISK MANAGEMENT (continued) CREDIT RISK (continued) CREDIT QUALITY The table below provides an analysis of the credit quality of the maximum exposure to credit risk split by: • neither past due nor impaired financial assets by credit quality; • past due but not impaired assets by ageing; and • restructured and impaired assets presented as gross amounts and net of individual provisions. Net loans and advances Other financial assets Off-balance sheet credit related commitments Total 2017 $m 2016 $m 2017 $m 2016 $m 2017 $m 2016 $m 2017 $m 2016 $m 409,119 432,049 246,774 268,744 189,811 200,510 845,704 901,303 138,018 110,861 4,429 114 4,567 343 39,765 41,500 182,212 156,928 1,943 2,438 19,574 20,963 Neither past due nor impaired Strong credit profile Satisfactory risk1 Sub-standard but not past due or impaired 17,517 18,182 Subtotal Past due but not impaired ≥ 1 < 30 days ≥ 30 < 60 days ≥ 60 < 90 days ≥ 90 days Subtotal Restructured and impaired Impaired loans Restructured items2 Non-performing commitments and contingencies Other Gross impaired financial assets Individual provisions Subtotal restructured and net impaired 564,654 561,092 251,317 273,654 231,519 244,448 1,047,490 1,079,194 8,790 2,143 1,148 2,953 7,966 1,910 1,070 2,703 15,034 13,649 2,118 167 - - 2,285 (1,118) 1,167 2,646 403 - - 3,049 (1,278) 1,771 - - - - - - - - - - - - - - - - - - - - 14 14 - 14 - - - - - - - 99 - 99 (18) 81 - - - - - - - 110 - 110 (29) 81 8,790 2,143 1,148 2,953 7,966 1,910 1,070 2,703 15,034 13,649 2,118 167 99 - 2,384 (1,136) 1,248 2,646 403 110 14 3,173 (1,307) 1,866 Total 580,855 576,512 251,317 273,668 231,600 244,529 1,063,772 1,094,709 1. Movement in credit profile in 2017 was due to the implementation of ANZ’s revised Capital Mortgage model, which re-rated the Australian mortgage portfolio. 2. 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 for new facilities with similar risk. 106 ANZ 2017 ANNUAL REPORT 16. FINANCIAL RISK MANAGEMENT (continued) CREDIT RISK (continued) CONCENTRATIONS OF CREDIT RISK Credit risk becomes concentrated when a number of customers are engaged in similar activities, have similar economic characteristics, or have similar activities within the same geographic region – therefore, they may be similarly affected by changes in economic or other conditions. The Group monitors its credit portfolio to manage risk concentration and rebalance the portfolio. The Group also applies single customer counterparty limits to protect against unacceptably large exposures to one single customer. Composition of financial instruments that give rise to credit risk by industry group are presented below: Loans and advances Other financial assets Agriculture, forestry, fishing and mining 35,592 37,003 2017 $m 2016 $m 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 8,413 6,965 6,472 12,462 39,741 2,307 21,107 7,846 7,265 6,388 11,972 39,094 2,224 22,913 352,841 346,922 42,514 13,375 11,884 14,178 15,593 41,487 13,331 13,148 14,799 15,123 Off-balance sheet credit related commitments 2017 $m 2016 $m 16,093 17,090 7,251 6,419 6,103 3,650 29,640 2,733 38,872 62,090 13,057 6,506 6,998 20,501 12,249 7,420 6,668 5,900 3,629 22,207 3,084 45,597 70,156 14,611 6,748 6,942 25,630 9,507 Total 2017 $m 52,458 15,846 13,468 13,761 16,559 2016 $m 55,138 15,506 14,053 14,295 16,216 231,579 252,382 78,944 62,670 70,603 71,985 416,833 419,506 56,409 20,202 20,045 37,496 30,653 57,500 20,530 21,775 43,109 25,774 2017 $m 773 182 84 1,186 447 2016 $m 1,045 240 120 2,007 615 162,198 191,081 73,904 65,295 2,691 1,902 838 321 1,163 2,817 2,811 3,475 2,428 1,402 451 1,685 2,680 1,144 583,444 579,515 251,317 273,668 232,162 245,189 1,066,923 1,098,372 Provision for credit impairment (3,236) (3,523) - - (562) (660) (3,798) (4,183) Subtotal Unearned income Capitalised brokerage/mortgage origination fees 580,208 575,992 251,317 273,668 231,600 244,529 1,063,125 1,094,189 (411) (544) 1,058 1,064 - - - - - - - - (411) (544) 1,058 1,064 Maximum exposure to credit risk 580,855 576,512 251,317 273,668 231,600 244,529 1,063,772 1,094,709 107 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 16. FINANCIAL RISK MANAGEMENT (continued) CREDIT RISK (continued) COLLATERAL MANAGEMENT We use collateral for on and off-balance sheet exposures to mitigate credit risk if a counterparty cannot meet its repayment obligations from its expected cashflows. For some products, the collateral provided by customers is fundamental to the product’s structuring, so it 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 nature of collateral or security held for the relevant classes of financial assets is as follows: Loans – housing and personal Housing loans are secured by mortgage(s) over property and additional security may take the form of guarantees and deposits. Personal lending (including credit cards and overdrafts) is predominantly unsecured. If we take security, then it is restricted to eligible vehicles, motor homes and other assets. Loans – business Business loans may be secured, partially secured or unsecured. Typically, we take security by way of a mortgage over property and/or a charge over the business or other assets. If appropriate, we may take other security to mitigate the credit risk – for example: guarantees, standby letters of credit or derivative protection. Trading securities, Available- for-sale assets, Derivatives and Other financial assets For trading securities, we do not seek collateral directly from the issuer or counterparty. However, the collateral may be implicit in the terms of the instrument (for example, with an asset-backed security). The terms of debt securities may include collateralisation. For derivatives, we typically terminate all contracts with the counterparty and settle on a net basis at market levels current at the time of a counterparty default under International Swaps and Derivatives Association (ISDA) Master Agreements. Our preferred practice is to use a Credit Support Annex (CSA) to the ISDA so that 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 when their position is out of the money (or provided to the counterparty by ANZ when our position is out of the money). The table below shows the estimated value of collateral we hold and the net unsecured portion of credit exposures: Credit exposure Total value of collateral Unsecured portion of credit exposure Net loans and advances Other financial assets Off-balance sheet positions 2017 $m 580,855 251,317 231,600 2016 $m 576,512 273,668 244,529 Total 1,063,772 1,094,709 2017 $m 474,746 25,429 46,083 546,258 2016 $m 461,271 30,968 49,786 542,025 2017 $m 106,109 225,888 185,517 517,514 2016 $m 115,241 242,700 194,743 552,684 108 ANZ 2017 ANNUAL REPORT 16. FINANCIAL RISK MANAGEMENT (continued) MARKET RISK MARKET RISK OVERVIEW, MANAGEMENT AND CONTROL RESPONSIBILITIES Market risk stems from ANZ’s trading and balance sheet management activities, the impact of changes and correlation between interest rates, foreign exchange rates, credit spreads and volatility in bond, commodity or equity prices. The BRC delegates responsibility for day-to-day management of both market risks and compliance with market risk policies to the Credit & Market Risk Committee (CMRC) and the Group Asset & Liability Committee (GALCO). Within overall strategies and policies established by the BRC, business units and risk management have joint responsibility for the control of market risk at the Group level. The Market Risk team (a specialist risk management unit independent of the business) allocates market risk limits at various levels and monitors and reports on them daily. This detailed framework allocates individual limits to manage and control exposures using risk factors and profit and loss limits. Management, measurement and reporting of market risk, the management of market risk is undertaken in two broad categories: Traded Market Risk Non-Traded Market Risk Risk of loss from changes in the value of financial instruments due to movements in price factors for both physical and derivative trading positions. Principal risk categories monitored are: 1. Currency risk – potential loss arising from changes in foreign exchange rates or their implied volatilities. 2. Interest rate risk – potential loss from changes in market interest rates or their implied volatilities. 3. Credit spread risk – potential loss arising from a movement in margin or spread relative to a benchmark. 4. Commodity risk – potential loss arising from changes in commodity prices or their implied volatilities. 5. Equity risk – potential loss arising from changes in equity prices. Risk of loss associated with the management of non-traded interest rate risk, liquidity risk and foreign exchange exposures. This includes interest rate risk in the banking book. This risk of loss arises from adverse changes in the overall and relative level of interest rates for different tenors, differences in the actual versus expected net interest margin, and the potential valuation risk associated with embedded options in financial instruments and bank products. MEASUREMENT OF MARKET RISK We primarily manage and control market risk using Value at Risk (VaR), sensitivity analysis and stress testing. VaR gauges the Group’s possible daily loss based on historical market movements. The Group’s VaR approach for both traded and non-traded risk is historical simulation. We use historical changes in market rates, prices and volatilities over: • the previous 500 business days, to calculate standard VaR; and • a 1-year stressed period, to calculate stressed VaR. We calculate traded and non-traded VaR using one-day and ten-day holding periods. For stressed VaR, we use a ten-day period. Back testing is used to ensure our VaR models remain accurate. ANZ measures VaR at a 99% confidence interval which means there is a 99% chance that a loss will not exceed the VaR on any given day. 109 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 16. FINANCIAL RISK MANAGEMENT (continued) MARKET RISK (continued) TRADED AND NON-TRADED MARKET RISK Traded market risk The table below shows the traded market risk VaR on a diversified basis by risk categories: Traded value at risk 99% confidence Foreign exchange Interest rate Credit Commodity Equity Diversification benefit1 Total VaR 30 September 2017 30 September 2016 As at $m High for year $m Low for year $m Average for year $m As at $m High for year $m Low for year $m Average for year $m 4.2 6.3 4.4 2.2 - (7.6) 9.5 10.5 21.3 5.4 3.8 0.5 n/a 24.9 2.5 5.1 2.0 1.4 - n/a 6.9 5.1 7.9 3.4 2.1 0.2 (7.7) 11.0 4.0 4.7 3.3 2.5 0.5 (6.8) 8.2 11.4 20.1 4.6 2.8 2.0 n/a 25.4 2.2 4.1 2.2 1.1 0.1 n/a 6.1 5.2 9.1 3.2 1.7 0.2 (6.2) 13.2 1. The diversification benefit reflects risks that offset across categories. The high and low VaR figures reported for each factor did not necessarily occur on the same day as the high and low VaR reported for the Group as a whole. Consequently, a diversification benefit for high and low would not be meaningful and is therefore omitted from the table. Non-traded market risk Balance sheet risk management The principal objectives of balance sheet risk 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 management 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, namely 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 VaR and scenario analysis (based on the impact of a 1% rate shock). The table below shows VaR figures for non-traded interest rate risk for the combined Group as well as Australia, New Zealand and Asia Pacific, Europe and Americas (APEA) geographies which are calculated separately. Non-traded value at risk 99% confidence Australia New Zealand APEA Diversification benefit1 Total VaR 30 September 2017 30 September 2016 As at $m 31.6 11.8 14.6 (20.6) 37.4 High for year $m Low for year $m Average for year $m 37.5 15.1 19.0 n/a 44.0 25.9 11.1 14.3 n/a 33.5 31.3 12.4 15.9 (19.7) 39.9 As at $m 38.4 11.4 14.7 (24.0) 40.5 High for year $m Low for year $m Average for year $m 40.6 11.4 17.3 n/a 44.7 28.0 8.8 14.4 n/a 31.3 33.7 10.0 15.8 (22.9) 36.6 1. The diversification benefit reflects the historical correlation between the regions. The high and low VaR figures reported for the region did not necessarily occur on the same day as the high and low VaR reported for the Group as a whole. Consequently, a diversification benefit for high and low would not be meaningful and is therefore omitted from the table. 110 ANZ 2017 ANNUAL REPORT 16. FINANCIAL RISK MANAGEMENT (continued) MARKET RISK (continued) We undertake scenario analysis to stress test the impact of extreme events on the Group’s market risk exposures. We model an 1% overnight parallel positive shift in the yield curve to determine the potential impact on our net interest income over the next 12 months. This is a standard risk measure which assumes the parallel shift is reflected in all wholesale and customer rates. The table below shows the outcome of this risk measure for the current and previous financial years, expressed as a percentage of reported net interest income. A positive number signifies 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) 2017 2016 0.52% 0.65% 0.01% 0.28% 0.37% 0.48% 0.00% 0.21% EQUITY SECURITIES CLASSIFIED AS AVAILABLE-FOR-SALE Our available-for-sale financial assets contain equity investment holdings which predominantly comprise investments we hold for longer-term strategic reasons. The market risk impact on these equity investments is not captured by the Group’s VaR processes for traded and non-traded market risks. Therefore, the Group regularly reviews the valuations of the investments within the portfolio and assesses whether the investments are impaired based on the recognition and measurement policies set out in Note 11 Available-for-sale Assets. FOREIGN CURRENCY RISK – STRUCTURAL EXPOSURES Our investment of capital in foreign operations — for example, branches, subsidiaries or associates with functional currencies other than the Australian Dollar — exposes the Group to the risk of changes in foreign exchange rates. Variations in the value of these foreign operations arising as a result of exchange differences are reflected in the foreign currency translation reserve in equity. Where it is considered appropriate, the Group takes out economic hedges against larger foreign exchange denominated revenue streams (primarily New Zealand Dollar, US Dollar and US Dollar correlated). The primary objective of hedging is to ensure that, if practical, the consolidated capital ratios are neutral to the effect of changes in exchange rates. During the current and prior years, we had selective hedges in place. Further detail on the Group’s hedging relationships is disclosed in Note 10 Derivative Financial Instruments. 111 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 16. FINANCIAL RISK MANAGEMENT (continued) LIQUIDITY AND FUNDING RISK LIQUIDITY RISK OVERVIEW, MANAGEMENT AND CONTROL RESPONSIBILITIES Liquidity risk is the risk that the Group is either: • unable to meet its payment obligations (including repaying depositors or maturing wholesale debt) when they fall due; or • does not have the appropriate amount, tenor and composition of funding and liquidity to support its assets. Management of liquidity and funding risks are overseen by GALCO. The Group’s liquidity and funding risks are governed by a set of principles approved by the BRC and include: • 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; • ensuring the liquidity management framework is compatible with local regulatory requirements; • preparing daily liquidity reports and scenario analysis to quantify the Group’s positions; • targeting a diversified funding base to avoid 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. KEY AREAS OF MEASUREMENT FOR LIQUIDITY RISK Scenario modelling of funding sources ANZ’s liquidity risk appetite is defined by a range of regulatory and internal liquidity metrics mandated by the Board. The metrics cover a range of scenarios of varying duration and level of severity. A key component of this framework is the Liquidity Coverage Ratio (LCR), which is a severe short term liquidity stress scenario mandated by banking regulators including APRA. As part of meeting LCR requirements, the Group has a Committed Liquidity Facility (CLF) with the Reserve Bank of Australia. The CLF has been established to offset the shortage of available High Quality Liquid Assets (HQLA) in Australia and provides an alternative form of contingent liquidity. The total amount of the CLF available to a qualifying Australian Deposit-taking Institution is set annually by APRA. From 1 January 2017, ANZ’s CLF is $43.8 billion (2016 calendar year end: $50.3 billion). Liquid assets The Group holds a portfolio of high quality (unencumbered) liquid assets to protect the Group’s liquidity position in a severely stressed environment, to meet regulatory requirements. HQLA comprise three categories consistent with Basel III LCR requirements: • HQLA1 – Cash and highest credit quality government, central bank or public sector securities eligible for repurchase with central banks to provide same-day liquidity. • HQLA2 – High credit quality government, central bank or public sector securities, high quality corporate debt securities and high quality covered bonds eligible for repurchase with central banks to provide same-day liquidity. • Alternative liquid assets (ALA) – Assets qualifying as collateral for the CLF and eligible securities listed by Reserve Bank of New Zealand (RBNZ). 112 ANZ 2017 ANNUAL REPORT 16. FINANCIAL RISK MANAGEMENT (continued) LIQUIDITY AND FUNDING RISK (continued) Market values post discount HQLA12 HQLA2 Internal Residential Mortgage Backed Securities (Australia)2 Internal Residential Mortgage Backed Securities (New Zealand)3 Other ALA4 Total liquid assets Cash flows modelled under stress scenario Cash outflows Cash inflows Net cash outflows Average for year1 2017 $bn 127.8 4.5 32.0 0.9 15.3 180.5 173.6 39.7 133.9 2016 $bn 118.5 3.7 35.2 1.3 18.1 176.8 181.9 41.1 140.8 Liquidity Coverage Ratio (%)5 135% 126% 1. Average for year is calculated as prescribed by APRA Prudential Regulatory Standard (APS 210 Liquidity) and consistent with APS 330 requirements. 2. RBA open repo arrangement netted down from CLF, with a corresponding increase in HQLA. 3. New Zealand LCR surplus is excluded from NZ internal Residential Mortgage Backed Securities, consistent with APS 330 treatment. 4. Comprised of assets qualifying as collateral for the CLF, excluding internal RMBS, up to approved facility limit; and any liquid assets contained in the RBNZ’s Liquidity Policy – Annex: Liquidity Assets – Prudential Supervision Department Document BS13A12. 5. All currency Level 2 LCR. Liquidity crisis contingency planning The Group maintains APRA-endorsed liquidity crisis contingency plans for analysing and responding to a liquidity threatening event at a country and Group-wide level. Key liquidity contingency crisis planning requirements and guidelines include: Ongoing business management Early signs/mild stress Severe Stress • Establish crisis/severity levels • Monitoring and review • Activate contingency funding plans • Liquidity limits • Early warning indicators • Management actions not requiring • Management actions for altering asset business rationalisation and liability behaviour Assigned responsibility for internal and external communications and the appropriate timing to communicate. Since the precise nature of any stress event cannot be known in advance, we design the plans to be flexible to the nature and severity of the stress event with multiple variables able to be accommodated in any plan. Group funding The Group monitors the composition and stability of its funding so that it remains within the Group’s funding risk appetite. This approach ensures that an appropriate proportion of the Group’s assets are funded by stable funding sources, including customer deposits; longer-dated wholesale funding (with a remaining term exceeding one year); and equity. Funding plans prepared Considerations in preparing funding plans • 3 year strategic plan prepared annually • Customer balance sheet growth • Annual funding plan as part of budgeting process • Changes in wholesale funding including: targeted funding volumes; • Forecasting in light of actual results as a calibration to the annual plan markets; investors; tenors; and currencies for senior, secured, subordinated, hybrid transactions and market conditions 113 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 16. FINANCIAL RISK MANAGEMENT (continued) LIQUIDITY AND FUNDING RISK (continued) FUNDING POSITION During the year ended 30 September 2017, the Group issued $22.0 billion of term wholesale debt (excluding Additional Tier 1 Capital) with a remaining term greater than one year (2016: $32.1 billion). The weighted average tenor of new term debt was 5.3 years (2016: 5.5 years). The following tables represent the Group’s funding composition at 30 September: Customer deposits and other liabilities1 Customer deposits Other funding liabilities2,3 Total customer liabilities (funding) Wholesale funding4 Debt issuances Certificates of deposit Commercial paper Other wholesale borrowings2,5,6 Total wholesale funding Shareholders' equity Total funding Funded assets Other short term assets & trade finance assets7 Liquids6 Short term funded assets Lending & fixed assets8 Total funded assets Funding liabilities4,6 Other short term liabilities2 Short term funding Term funding < 12 months Other customer and central bank deposits1,2,9 Total short term funding liabilities Stable customer deposits1,10 Term funding > 12 months Shareholders' equity and hybrid debt Total stable funding Total funding 1. Includes term deposits, other deposits and an adjustment to eliminate Wealth Australia investments in ANZ deposit products. 2. Securitites sold under repurchase agreements reclassified to align with current period presentation. 3. Includes interest accruals, payables and other liabilities, provisions and net tax provisions, excluding other liabilities in Wealth Australia. 2017 $m 467,630 12,838 480,468 107,973 55,222 18,023 65,441 246,659 59,075 786,202 2017 $m 58,576 169,317 227,893 558,309 786,202 46,021 62,119 18,872 78,652 205,664 421,172 91,840 67,526 580,538 786,202 2016 $m 449,623 14,049 463,672 113,044 61,429 19,349 65,924 259,746 57,927 781,345 2016 $m 65,800 161,302 227,102 554,243 781,345 49,288 69,028 23,668 79,115 221,099 402,146 90,708 67,392 560,246 781,345 4. Excludes liability for acceptances as they do not provide net funding. 5. Includes borrowings from banks, securitites sold under repurchase agreements, net derivative balances, special purpose vehicles and other borrowings. Includes RBA open-repo arrangement netted down by the exchange settlement account cash balance. Includes short-dated assets such as trading securities, available-for-sale securities, trade dated assets and trade finance loans. 6. 7. 8. Excludes trade finance loans. 9. Total customer liabilities (funding) plus central bank deposits less stable customer deposits. 10. Stable customer deposits represent operational type deposits or those sourced from retail/business/corporate customers and the stable component of other funding liabilities. 114 ANZ 2017 ANNUAL REPORT 16. FINANCIAL RISK MANAGEMENT (continued) LIQUIDITY AND FUNDING RISK (continued) RESIDUAL CONTRACTUAL MATURITY ANALYSIS OF THE GROUP’S LIABILITIES The tables below provides residual contractual maturity analysis of financial liabilities at 30 September within relevant maturity groupings. All outstanding Debt Issuance and Subordinated Debt is profiled on the earliest date on which the Group may be required to pay. All at-call liabilities are reported in the “Less than 3 month” category. Any other items without a specified maturity date are included in the “After 5 years” category. The amounts represent principal and interest cash flows - so they may differ from equivalent amounts reported on balance sheet. It should be noted that this is not how the Group manages its liquidity risk. The management of this risk is detailed on page 112. 2017 Settlement balances owed by ANZ Collateral received Deposits and other borrowings Policy liabilities External unit holder liabilities (life insurance funds) Liability for acceptances Debt issuances1,2 Derivative liabilities (trading)3 Derivative assets and liabilities (balance sheet management) - Funding Receive leg Pay leg - Other balance sheet management Receive leg Pay leg 2016 Settlement balances owed by ANZ Collateral received Deposits and other borrowings Policy liabilities External unit holder liabilities (life insurance funds) Liability for acceptances Debt issuances1,2 Derivative liabilities (trading)3 Derivative assets and liabilities (balance sheet management) - Funding Receive leg Pay leg - Other balance sheet management Receive leg4 Pay leg4 Less than 3 months $m 9,914 5,919 490,282 37,075 4,435 614 4,673 51,556 (18,598) 18,374 (28,031) 28,246 Less than 3 months $m 10,625 6,386 483,364 35,910 3,333 569 11,057 73,592 (35,443) 35,927 (22,629) 22,820 3 to 12 months $m - - 1 to 5 years $m - - 94,449 19,003 2 - - 15,290 - (20,058) 19,830 (8,685) 9,152 3 to 12 months $m - - 19 - - 75,732 - (82,876) 83,827 (14,900) 17,024 1 to 5 years $m - - 86,442 21,426 1 - - 20,348 - (26,506) 25,920 (9,685) 10,321 29 - - 68,963 - (85,478) 84,703 (14,534) 16,436 After 5 years $m - - 145 352 - - 24,131 - Total $m 9,914 5,919 603,879 37,448 4,435 614 119,826 51,556 (29,295) 29,659 (150,827) 151,690 (5,021) 5,552 After 5 years $m - - 464 205 - - 25,406 - (31,163) 31,221 (6,610) 8,168 (56,637) 59,974 Total $m 10,625 6,386 591,696 36,145 3,333 569 125,774 73,592 (178,590) 177,771 (53,458) 57,745 1. Any callable wholesale debt instruments have been included at their next call date. 2. Includes subordinated debt instruments that may be settled in cash or in equity, at the option of the Company, and perpetual investments at next call date. 3. The full mark-to-market of derivative liabilities held for trading purposes is included in the ‘less than 3 months’ category. 4. Prior year’s profile has been restated to ensure comparability. At 30 September 2017, $191,323 million (2016: $207,410 million) of the Group’s undrawn facilities and $40,839 million (2016: $37,779 million) of its issued guarantees mature in less than 1 year, based on the earliest date on which the Group may be required to pay. 115 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES The Group carries a significant number of financial instruments on the balance sheet at fair value. The fair value of a financial instrument is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. VALUATION OF FINANCIAL INSTRUMENTS The Group has an established control framework, including an appropriate segregation of duties, to ensure that fair values are accurately determined, reported and controlled. The framework includes the following features: • products are approved for transacting with external customers and counterparties only where fair values can be appropriately determined; • when using quoted market prices to value an instrument, these are independently verified from external sources; • fair value methodologies and inputs are evaluated and approved by a function independent of the party that undertakes the transaction; • movements in fair values are independently monitored and explained by reference to underlying factors relevant to the fair value; and • valuation adjustments (such as FVA, CVA and bid-offer) are independently validated and monitored. If the Group holds offsetting risk positions, then the Group uses the portfolio exemption in AASB 13 Fair Value Measurement (AASB 13) to measure the fair value of such groups of financial assets and financial liabilities. We measure the portfolio based on the price that would be received to sell a net long position (an asset) for a particular risk exposure, or to transfer a net short position (a liability) for a particular risk exposure. FAIR VALUE APPROACH AND VALUATION TECHNIQUES We use valuation techniques to estimate the fair value of financial assets and liabilities for recognition, measurement and disclosure purposes where no quoted market price for the instrument exists. For those purposes, we use the following approaches: Financial Asset or Liability Fair Value Approach Financial instruments classified as: - trading securities - securities short sold - derivative financial assets and liabilities - available-for-sale assets, and - investments backing policy liabilities Net loans and advances, deposits and other borrowings and debt issuances In instances where there is no quoted market price, modelled valuation techniques are used that incorporate observable market inputs for securities with similar credit risk, maturity and yield characteristics; and/or current market yields for similar instruments. Discounted cash flow techniques in which contractual future cash flows of the instrument are discounted using discount rates incorporating wholesale market rates, or market borrowing rates, for debt with similar maturities or with a yield curve appropriate for the remaining term to maturity. Life investment contract liabilities and external unit holder liabilities (life insurance funds) Valuation based on the fair value of the asset backing policy liabilities using observable inputs. Refer to Note 29 Life Insurance Business. Non-financial instrument component of assets held for sale Valuation based on the agreed foreign currency sales price combined with the applicable foreign exchange rate less an estimate of the costs to dispose of the assets. 116 ANZ 2017 ANNUAL REPORT 17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued) CLASSIFICATION OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES The following tables set out the classification of financial asset and liability categories according to measurement bases together with their carrying amounts as reported on the balance sheet. Fair value details refer to Note At amortised cost $m 2017 2016 At fair value $m - - - 43,605 62,518 69,384 At amortised cost $m 66,220 4,406 12,723 - - - Total $m 68,048 5,504 8,987 43,605 62,518 69,384 At fair value $m - - - 47,188 87,496 63,113 Total $m 66,220 4,406 12,723 47,188 87,496 63,113 68,048 5,504 8,987 - - - 574,175 156 574,331 575,440 412 575,852 2,015 5,966 - - - 37,964 4,364 - 2,015 5,966 37,964 4,364 2,296 - - 4,198 - - 35,656 - 2,296 - 35,656 4,198 669,059 213,627 882,686 665,283 233,865 899,148 9,914 5,919 - - 9,914 5,919 10,625 6,386 592,114 3,497 595,611 583,002 - 62,252 4,635 342 - 6,458 106,221 725,603 - 37,106 4,435 1,892 1,752 110,934 62,252 4,635 37,448 4,435 8,350 107,973 836,537 - - 190 - 6,485 110,852 717,540 - - 5,193 88,725 - 10,625 6,386 588,195 88,725 - 35,955 36,145 3,333 2,380 2,192 137,778 3,333 8,865 113,044 855,318 Financial assets Cash and cash equivalents Settlement balances owed to ANZ Collateral paid Trading securities Derivative financial instruments Available-for-sale assets Net loans and advances Regulatory deposits Assets held for sale1 Investments backing policy liabilities Other financial assets Total Financial liabilities Settlement balances owed by ANZ Collateral received Deposits and other borrowings Derivative financial instruments Liabilities held for sale1 Policy liabilities2 External unit holder liabilities (life insurance funds)3 Payables and other liabilities Debt issuances Total 9 10 11 12 29 14 10 29 1. Assets held for sale and liabilities held for sale include only the components of assets or liabilities held for sale which are financial instruments. 2. Policy liabilities includes: • life insurance contract liabilities of $342 million (2016: $190 million) measured in accordance with AASB 1038 Life Insurance Contracts; and • life investment contract liabilities of $37,106 million (2016: $35,955 million) which have been designated at fair value through profit or loss under AASB 139 Financial Instruments: Recognition and Measurement. None of the fair value is attributable to changes in the credit risk of the life investment contract liabilities. 3. External unit holder liabilities are designated on initial recognition at fair value through profit or loss. FINANCIAL ASSETS AND FINANCIAL LIABILITIES CARRIED AT FAIR VALUE ON THE BALANCE SHEET The Group categorises financial assets and liabilities carried at fair value into a fair value hierarchy as required by AASB 13 based on the observability of inputs used to measure the fair value: • Level 1 – valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 – valuations using inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly; and • Level 3 – valuations using inputs for the asset or liability that are not based on observable market data (unobservable inputs). 117 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued) The table below summarises the attribution of financial instruments carried at fair value to the fair value hierarchy: Fair value measurements Quoted market price (Level 1) Using observable inputs (Level 2) Using unobservable inputs (Level 3) Total 2017 $m 2016 $m 2017 $m 2016 $m 2017 $m 2016 $m 2017 $m 2016 $m Investments backing policy liabilities1 27,308 24,270 10,306 10,879 Financial assets Trading securities1 Derivative financial instruments Available-for-sale assets1 Net loans and advances (measured at fair value) Assets held for sale2 Total Financial liabilities Deposits and other borrowings (designated at fair value) Derivative financial instruments Policy liabilities3 External unit holder liabilities (life insurance funds) 40,435 44,856 3,170 2,332 - 433 453 61,996 86,934 61,694 55,294 - - 7,479 156 7,580 397 - - 1,748 - 129,870 124,873 84,855 108,122 - 275 - - - 408 - - 3,497 61,900 37,106 4,435 166 1,752 5,193 88,215 35,955 3,333 86 2,192 - 109 239 15 507 - 43,605 62,518 69,384 156 47,188 87,496 63,113 412 37,964 35,656 1,748 - 870 215,375 233,865 - 102 - - - - 3,497 62,252 37,106 4,435 1,892 1,752 5,193 88,725 35,955 3,333 2,380 2,192 89 211 - 350 - 650 - 77 - - - - Payables and other liabilities (measured at fair value)4 1,726 2,294 Debt issuances (designated at fair value) - - Total 1. During the period we transferred: 2,001 2,702 108,856 134,974 77 102 110,934 137,778 • $713 million (2016: $495 million) from Level 1 to Level 2 following reduced trading activity in the associated securities; and • $44 million (2016: $53 million) from Level 2 to Level 1 following increased trading activity to support the quoted prices. We deem transfers into and out of Level 1 and Level 2 to have occurred as at the beginning of the reporting period in which the transfer occurred. 2. The amount classified as Assets held for sale relates to non-financial instruments required to be measured at fair value less costs to sell in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations. 3. Policy liabilities relate only to life investment contract liabilities, as we designate these at fair value through profit or loss. 4. Payables and other liabilities relates to securities short sold, which we classify as held for trading and measured at fair value through profit or loss. Level 3 fair value measurements The net balance of Level 3 financial instruments is an asset of $573 million (2016: $768 million). The financial instruments which incorporate significant unobservable inputs primarily include: • structured credit products for which credit spreads and default probabilities relating to the reference assets and derivative counterparties cannot be observed; • other derivatives, including reverse mortgage swaps for which the mortality rate cannot be observed; • asset backed securities and illiquid corporate bonds for which the effect on the fair value of issuer credit cannot be directly or indirectly observed in the market; and • investments in illiquid or suspended managed funds that are not currently redeemable. The movement in Investments backing policy liabilities classified as Level 3 is predominantly due to sales of assets in this category. Aside from this movement, there have been no significant movements or changes in the composition of the balance of Level 3 instruments that the Group carries at fair value during the current or prior periods. 118 ANZ 2017 ANNUAL REPORT 17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued) Sensitivity to Level 3 data inputs If we make assumptions due to significant inputs not being directly observable in the market place (Level 3 inputs), then changing these assumptions changes the Group’s estimate of the instrument’s fair value. The majority of transactions in this category are ‘back-to-back’ in nature — that is, the Group either acts as a financial intermediary or hedges the market risks. As a result, changes in the Level 3 inputs generally have minimal impact on net profit and net assets of the Group. Deferred fair value gains and losses If we use unobservable data that is significant to the fair value of a financial instrument at initial recognition then we do not immediately recognise the difference between the transaction price and the amount we determine based on the valuation technique (day one gain or loss) in profit or loss. After initial recognition, we recognise the day one gain or loss in profit or loss over the life of the transaction on a straight line basis or until all inputs become observable. The day one gains and losses we defer are not significant. They predominately relate to derivative financial instruments. This is consistent with the low level of derivative transactions that the Group enters into which incorporate significant unobservable inputs. Fair value designation We designate certain loans and advances and certain deposits and other borrowings and debt issuances as fair value through profit or loss: • where they contain a separable embedded derivative which may significantly modify the instruments' cash flow; or • in order to eliminate an accounting mismatch which would arise if the asset or liabilities were otherwise carried at amortised cost. This mismatch arises as we measure the derivative financial instruments (which we acquired to mitigate interest rate risk of the assets or liabilities) at fair value through profit or loss. Our approach ensures that we recognise the fair value movements on the assets or liabilities in profit or loss in the same period as the movement on the associated derivatives. We may also designate certain loans and advances and certain deposits and other borrowings and debt issuances as fair value through profit or loss where they are managed on a fair value basis to align the measurement with how the instruments are managed. FINANCIAL ASSETS AND FINANCIAL LIABILITIES NOT MEASURED AT FAIR VALUE The following sets out the Group’s basis of estimating fair values of the above financial instruments carried at amortised cost: Financial Asset and Liability Fair Value Approach Net loans and advances to banks Discounted cash flows using prevailing market rates for loans with similar credit quality. Net loans and advances to customers Deposit liability without a specified maturity or at call Present value of future cash flows, discounted using a curve that incorporates changes in wholesale market rates, the Group’s cost of wholesale funding and the customer margin, as appropriate. The amount payable on demand at the reporting date. We do not adjust the fair value for any value we expect the Group to derive from retaining the deposit for a future period. Interest bearing fixed maturity deposits and other borrowings and acceptances with quoted market rates Market borrowing rates of interest for debt with a similar maturity are used to discount contractual cash flows to derive the fair value. Debt issuances Calculated based on quoted market prices or observable inputs as applicable. If quoted market prices are not available, we use a discounted cash flow model using a yield curve appropriate for the remaining term to maturity of the debt instrument. The fair value reflects adjustments to credit spreads applicable to ANZ for that instrument. 119 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued) The financial assets and financial liabilities listed in the table below are carried at amortised cost on the Group’s Balance Sheet. While this is the value at which we expect the assets will be realised and the liabilities settled, the Group provides an estimate of the fair value of the financial assets and financial liabilities at balance date in the table below. At amortised cost Categorised into fair value hierarchy Fair value (total) Quoted market price (Level 1) Using observable inputs (Level 2) With significant non- observable inputs (Level 3) 2017 $M 2016 $m 2017 $m 2016 $m 2017 $m 2016 $m 2017 $m 2016 $m 2017 $m 2016 $m Financial assets Net loans and advances1 Total Financial liabilities 580,137 575,440 580,137 575,440 Deposits and other borrowings1 596,672 583,002 - - - - - - 558,013 551,575 558,013 551,575 22,310 22,310 24,649 580,323 576,224 24,649 580,323 576,224 Debt issuances Total 106,221 110,852 702,893 693,854 45,836 45,836 47,186 61,663 64,332 47,186 658,525 647,752 596,862 583,420 - - - - - - 596,862 583,420 107,499 111,518 704,361 694,938 1. Net loans and advances and deposits and other borrowings include amounts reclassified to assets and liabilities held for sale (refer Note 28 Assets and Liabilities Held for Sale). KEY JUDGEMENTS AND ESTIMATES The Group evaluates the material accuracy of the valuations incorporated in the financial statements as they can involve a high degree of judgement and estimation in determining the carrying values of financial assets and liabilities at the balance sheet date. The majority of valuation models the Group uses employ only observable market data as inputs. However, for certain financial instruments, we may use data that is not readily observable in current markets. If we use unobservable market data, then we need to exercise more judgement to determine fair value depending on the significance of the unobservable input to the overall valuation. Generally, we derive unobservable inputs from other relevant market data and compare them to observed transaction prices where available. When establishing the fair value of a financial instrument using a valuation technique, the Group considers valuation adjustments in determining the fair value. We may apply adjustments (such as bid/offer spreads, credit valuation adjustments and funding valuation adjustments – refer Note 10 Derivative Financial Instruments) to the techniques used to reflect the Group’s assessment of factors that market participants would consider in setting fair value. 120 ANZ 2017 ANNUAL REPORT 18. ASSETS CHARGED AS SECURITY FOR LIABILITIES AND COLLATERAL ACCEPTED AS SECURITY FOR ASSETS The following disclosure excludes the amounts presented as collateral paid and received in the Balance Sheet that relate to derivative liabilities and derivative assets respectively. The terms and conditions of those collateral agreements are included in the standard Credit Support Annex that forms part of the International Swaps and Derivatives Association Master Agreement. ASSETS CHARGED AS SECURITY FOR LIABILITIES Assets charged as security for liabilities include the following types of instruments: • Securities provided as collateral for repurchase transactions. These transactions are governed by standard industry agreements. • UDC Secured Investments are secured by a security interest granted under a trust deed over all of UDC’s present and future assets and undertakings, to Trustees Executors Limited, as supervisor. The assets subject to the security interest comprise mainly loans to UDC's customers and certain plant and equipment. The security interest secures all amounts payable by UDC on the UDC Secured Investments and all other monies payable by UDC under the trust deed. • Specified residential mortgages provided as security for notes and bonds issued to investors as part of ANZ’s covered bond programs. • Collateral provided to central banks. • Collateral provided to clearing houses. The amortised cost of assets pledged as security are as follows: Securities sold under arrangements to repurchase1 Assets pledged as collateral for UDC Secured Investments Covered bonds Other 1. The amounts disclosed as securities sold under arrangements to repurchase include both: • assets pledged as security which continue to be recognised on the Group's balance sheet; and • assets repledged, which are included in the disclosure below. 2017 $m 36,242 2,746 29,353 3,140 2016 $m 26,637 2,541 31,790 2,948 COLLATERAL ACCEPTED AS SECURITY FOR ASSETS ANZ has received collateral associated with various financial instruments. Under certain transactions ANZ has the right to sell, or to repledge, the collateral received. These transactions are governed by standard industry agreements. The fair value of collateral we have received and that which we have sold or repledged is as follows: Fair value of assets which can be sold or repledged Fair value of assets sold or repledged 2017 $m 30,085 19,965 2016 $m 31,646 14,428 121 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 19. OFFSETTING We offset financial assets and liabilities in the balance sheet (in accordance with AASB 132 Financial Instruments: Presentation) when there is: • a current legally enforceable right to set off the recognised amounts in all circumstances; and • an intention to settle the asset and liability on a net basis, or to realise the asset and settle the liability simultaneously. If the above conditions are not met, the financial assets and liabilities are presented on a gross basis. The Group does not have any arrangements that satisfy the conditions necessary to offset financial assets and financial liabilities within the balance sheet. The following table identifies financial assets and financial liabilities which have not been offset but are subject to enforceable master netting agreements (or similar arrangements) and the related amounts not offset in the balance sheet. We have not taken into account the effect of over collateralisation. Amount subject to master netting agreement or similar 2017 Derivative assets Reverse repurchase, securities borrowing and similar agreements1 Total financial assets Derivative financial liabilities Repurchase, securities borrowing and similar agreements2 62,518 28,966 91,484 (62,252) Total amounts recognised in the Balance Sheet $m Amounts not subject to master netting agreement or similar $m Total $m Financial instruments $m Financial collateral (received)/ pledged $m (3,226) 59,292 (49,243) (5,185) Net amount $m 4,864 (5,289) 23,677 (819) (22,858) - (8,515) 3,662 82,969 (58,590) (50,062) 49,243 (34,536) 9,590 (24,946) 819 (28,043) 6,517 24,127 30,644 4,864 (2,830) - (2,830) Total financial liabilities (96,788) 13,252 (83,536) 50,062 Amount subject to master netting agreement or similar Total $m 83,552 18,840 102,392 (85,032) (13,388) Financial instruments $m Financial collateral (received)/ pledged $m Net amount $m (71,394) (5,259) 6,899 (707) (18,133) (72,101) 71,394 707 (23,392) 9,486 12,681 22,167 - 6,899 (4,152) - (4,152) (98,420) 72,101 Total amounts recognised in the Balance Sheet $m Amounts not subject to master netting agreement or similar $m 87,496 30,160 117,656 (88,725) (25,049) (113,774) (3,944) (11,320) (15,264) 3,693 11,661 15,354 2016 Derivative assets Reverse repurchase, securities borrowing and similar agreements1 Total financial assets Derivative financial liabilities Repurchase, securities borrowing and similar agreements2 Total financial liabilities 1. Reverse repurchase agreements: • with less than 90 days to maturity are presented in the Balance Sheet within cash and cash equivalents; or • with 90 days or more to maturity are presented in the Balance Sheet within net loans and advances. Repurchase agreements are presented in the Balance Sheet within deposits and other borrowings. 2. 122 ANZ 2017 ANNUAL REPORT 20. GOODWILL AND OTHER INTANGIBLE ASSETS Balance at start of year Additions Amortisation expense3 Impairment expense Impairment on reclassification of Retail Asia and Wealth businesses to held for sale Derecognised on disposal Transferred to held for sale (refer to Note 28) Foreign currency exchange difference Balance at end of year Cost Accumulated amortisation/impairment Carrying amount Goodwill1 Software Other Intangibles2 Total 2017 $m 4,729 5 - (3) (50) - (122) (112) 4,447 4,447 n/a 4,447 2016 $m 4,597 - - - - - - 132 4,729 4,729 n/a 4,729 2017 $m 2,202 404 (567) (17) (154) - - (8) 1,860 2016 $m 2,893 431 (1,056) (27) - - - 2017 $m 741 - (73) - - - - (39) 2,202 (5) 663 2016 $m 822 1 (83) - - (3) - 4 2017 $m 7,672 409 (640) (20) (204) - (122) (125) 2016 $m 8,312 432 (1,139) (27) - (3) - 97 741 6,970 7,672 6,092 6,022 1,358 1,396 11,897 12,147 (4,232) (3,820) 1,860 2,202 (695) 663 (655) 741 (4,927) (4,475) 6,970 7,672 1. Goodwill excludes notional goodwill in equity accounted investments. 2. Other intangible assets comprises: aligned advisor relationships, distribution agreements and management fee rights, acquired portfolio of Insurance and Investment business and other intangibles. 3. In 2016, we made a $556 million charge for accelerated amortisation associated with a change in the software capitalisation policy. GOODWILL ALLOCATED TO CASH–GENERATING UNITS (CGUs) An annual assessment is made as to whether the current carrying value of goodwill is impaired. For the purposes of impairment testing, goodwill is allocated at the date of acquisition to a CGU. Goodwill is considered to be impaired if the carrying amount of the relevant CGU exceeds its recoverable amount. To estimate the recoverable amount of the CGU to which each goodwill component is allocated, we use a fair value less cost of disposal assessment approach for each segment, with the exception of Wealth Australia, for which the Group applied a value-in-use approach for the year ended 30 September 2017. FAIR VALUE LESS COST OF DISPOSAL For those CGUs where the impairment assessment was undertaken using a market multiple approach, the Group has determined that the result represents the fair value less costs of disposal of each CGU, and is primarily based on observable price earnings multiples reflecting the businesses and markets in which each CGU operates plus a control premium. The earnings are based on the current forecast earnings of the divisions. As at 30 September 2017, our impairment testing did not result in any material impairment being identified. For each of ANZ’s CGUs with goodwill, the price earnings multiples applied were as follows: Division Australia Institutional New Zealand Wealth Australia Asia Retail & Pacific1 1. In 2017, goodwill in this segment consists of amounts attributable to Pacific only. 2017 17.3 15.4 17.0 n/a 17.3 2016 16.1 13.7 16.1 20.8 13.7 VALUE-IN-USE – WEALTH AUSTRALIA Due to various strategic options being considered for certain components of the Wealth Australia CGU, we have undertaken a value-in-use assessment excluding ANZ Lenders Mortgage Insurance, ANZ Share Investing and ANZ Financial Planning businesses and compared this to the net assets of the CGU. The value-in-use is in excess of the net asset value and confirms our conclusion that the goodwill is not impaired. The valuation is based on the embedded value which represents the present value of future profits and releases of capital arising from the business in- force at the valuation date, and adjusted net assets. It is determined using best estimate assumptions with franking credits included at 70% of face value. Projected cash flows have been discounted using capital asset pricing model risk discount rates of 7.75% and 9.50%. 123 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 20. GOODWILL AND OTHER INTANGIBLE ASSETS (continued) RECOGNITION AND MEASUREMENT The table below details how we recognise and measure different intangible assets: Intangible Goodwill Software Other Intangible Assets Definition Excess amount the Group has paid in acquiring a business over the fair value less costs of disposal of the identifiable assets and liabilities acquired. Carrying value Cost less any accumulated impairment losses. Allocated to the cash generating unit to which the acquisition relates. Useful life Indefinite. Goodwill is reviewed for impairment at least annually or when there is an indication of impairment. Purchases of off the shelf software assets are capitalised as assets. Internal and external costs incurred in building software and computer systems costing greater than $20 million. Those less than $20 million are expensed in the year in which the costs are incurred. Initially, measured at cost. Subsequently, carried at cost less accumulated amortisation and impairment losses. Costs incurred in planning or evaluating software proposals or in maintaining systems after implementation are not capitalised. Acquired portfolios of insurance and investment business, management fee rights and aligned advisor relationships. Initially, measured at fair value at acquisition. Subsequently, carried at fair value less accumulated amortisation and impairment losses. Except for major core infrastructure, amortised over periods between 3-5 years. Acquired portfolios of insurance and investment business are amortised over periods between 15 and 23 years. Major core infrastructure amortised over periods between 7 or 10 years. Management fee rights with a finite life are amortised over periods up to 7 years. Those with an indefinite life are reviewed for impairment at least annually or where there is an indication of impairment. Aligned advisor relationships are amortised over periods up to 8 years. Depreciation method Not applicable. Straight-line method. Straight-line method. KEY JUDGEMENTS AND ESTIMATES Management judgement is used to assess the recoverable value of goodwill, and other intangible assets, and the useful economic life of an asset (or if an asset has an indefinite life). We reassess the recoverability of the carrying value at each reporting date. The carrying amount of goodwill is based on judgements including the basis of assumptions and forecasts used for determining cash flows for CGUs, headroom availability, and sensitivities of the forecasts to reasonably possible changes in assumptions. The Group undertakes an annual assessment to evaluate whether the carrying value of goodwill on balance sheet is impaired. The level at which goodwill is allocated for testing, the estimation of future cash flows and the selection of discount rates or earnings multiples applied requires significant judgement. At each balance sheet date, software and other intangible assets are assessed for indicators of impairment. In addition, software and intangible assets not ready for use are tested annually for impairment. In the event that an asset’s carrying amount is determined to be greater than its recoverable amount, the carrying value of the asset is written down immediately. 124 ANZ 2017 ANNUAL REPORT 21. SHAREHOLDERS’ EQUITY SHAREHOLDERS’ EQUITY - SUMMARY Ordinary share capital Reserves Foreign currency translation reserve Share option reserve Available-for-sale revaluation reserve Cash flow hedge reserve Transactions with non-controlling interests reserve Total reserves Retained earnings Share capital and reserves attributable to shareholders of the Company Non-controlling interests Total shareholders’ equity ORDINARY SHARE CAPITAL The table below details the movement in ordinary shares for the period. Balance at start of the year Bonus option plan Dividend reinvestment plan Group share option scheme Group employee share acquisition scheme1 Share buy-back Treasury shares in Wealth Australia2 2017 $m 29,088 (196) 87 38 131 (23) 37 29,834 58,959 116 59,075 2017 Number of shares 2016 $m Number of shares 2,927,476,660 28,765 2,902,714,361 2,880,009 13,159,331 - - (6,100,673) - - 374 - 56 (176) 69 3,516,214 15,916,983 18,062 5,311,040 - - Balance at end of year 2,937,415,327 29,088 2,927,476,660 2016 $m 28,765 544 79 149 329 (23) 1,078 27,975 57,818 109 57,927 $m 28,367 - 413 - 138 - (153) 28,765 1. The Company issued 7.5 million shares under the Dividend Reinvestment Plan and Bonus Option Plan for the 2017 interim dividend (8.6 million shares for the 2016 final dividend; 9.7 million shares for the 2016 interim dividend) and nil shares to satisfy obligations under the Group’s Employee share acquisition plans during 2017 (2016: 5.3 million shares). Following the provision of 7.5 million shares under the Dividend Reinvestment Plan and Bonus Option Plan for the 2017 interim dividend, the Company repurchased 6.1 million of shares via an on-market share buy-back resulting in 6.1 million shares being cancelled. 2. Treasury shares in ANZ Wealth Australia (AWA) are shares held in statutory funds as assets backing policy holder liabilities. AWA Treasury shares outstanding as at 30 September 2017 were 15,386,741 (2016: 17,705,880). 125 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 21. SHAREHOLDERS’ EQUITY (continued) RECOGNITION AND MEASUREMENT Ordinary shares Ordinary shares have no par value. They entitle holders to receive dividends, or proceeds available on winding up of the Company, in proportion to the number of fully paid ordinary shares held. They are recognised at the amount paid per ordinary share net of directly attributable costs. Every holder of fully paid ordinary shares present at a meeting in person, or by proxy, is entitled to: • on a show of hands, one vote; and • on a poll, one vote, for each share held. Treasury shares Treasury shares are shares in the Company which: • the ANZ Employee Share Acquisition Plan purchases on market and have not yet distributed, or • the Company issues to the ANZ Employee Share Acquisition Plan and have not yet been distributed, or • the life insurance business purchases and holds to back policy liabilities in the statutory funds. Treasury shares are deducted from share capital and excluded from the weighted average number of ordinary shares used in the earnings per share calculations. Includes differences arising on translation of assets and liabilities into Australian dollars when the functional currency of a foreign operation (including subsidiaries and branches) is not Australian dollars. In this reserve, we reflect any offsetting gains or losses on hedging these exposures, together with any tax effect. Includes fair value gains and losses associated with the effective portion of designated cash flow hedging instruments, net of deferred taxes to be realised when the position is settled. Includes the changes in fair value and exchange differences on our revaluation of available-for-sale financial assets, net of deferred taxes to be realised upon disposal of the asset. Reserves: Foreign currency translation reserve Cash flow hedge reserve Available-for-sale reserve Share option reserve Includes amounts which arise on the recognition of share-based compensation expense. Transactions with non- controlling interests reserve Non-controlling interests Includes the impact of transactions with non-controlling shareholders in their capacity as shareholders. Share in the net assets of controlled entities attributable to equity interests which the Company does not own directly or indirectly. 126 ANZ 2017 ANNUAL REPORT 22. CAPITAL MANAGEMENT CAPITAL MANAGEMENT STRATEGY ANZ’s capital management strategy aims to protect the interests of depositors, creditors and shareholders. We achieve this through an Internal Capital Adequacy Assessment Process (ICAAP) whereby ANZ conducts detailed strategic and capital planning over a 3 year time horizon. The process involves: • forecasting economic variables, financial performance of ANZ’s divisions and the financial impact of new strategic initiatives to be implemented during the planning period; • performing stress tests under different economic scenarios to determine the level of additional capital (‘stress capital buffer’) needed to absorb losses that may be experienced under an economic downturn; • reviewing capital ratios and targets across various classes of capital against ANZ’s risk profile; and • developing a capital plan, taking into account capital ratio targets, current and future capital issuances requirements and options around capital products, timing and markets to execute the capital plan under differing market and economic conditions. The capital plan is approved by the Board and updated as required. The Board and senior management are provided with regular updates of ANZ’s capital position. Any actions required to ensure ongoing prudent capital management are submitted to the Board for approval. Throughout the year, the Group maintained compliance with all the regulatory requirements related to Capital Adequacy in the jurisdictions in which it operates. REGULATORY ENVIRONMENT Australia As ANZ is an Authorised Deposit-taking Institution (ADI) in Australia, it is primarily regulated by APRA under the Banking Act 1959 (Cth). ANZ must comply with the minimum regulatory capital requirements, prudential capital ratios and specific reporting levels that APRA sets and which are consistent with the global Basel III capital framework. This is the common framework for determining the appropriate level of bank regulatory capital as set by the Basel Committee on Banking Supervision (“BCBS”). APRA requirements are summarised below: Regulatory Capital Definition Common Equity Tier 1 (CET1) Capital Tier 1 Capital Tier 2 Capital Total Capital Shareholders’ equity adjusted for specific items. CET1 Capital plus certain securities with complying loss absorbing characteristics known as Additional Tier 1 Capital. Subordinated debt instruments which have a minimum term of 5 years at issue date. Tier 1 plus Tier 2 Capital. Minimum Prudential Capital Ratios (PCRs) CET1 Ratio Tier 1 Ratio Total Capital Ratio CET1 Capital divided by total risk weighted assets must be at least 4.5%. Tier 1 Capital divided by total risk weighted assets must be at least 6.0%. Total Capital divided by total risk weighted assets must be at least 8.0%. Reporting Levels Level 1 Level 2 Level 3 The ADI on a stand-alone basis (that is the Company and specified subsidiaries which are consolidated to form the ADI’s Extended Licensed Entity). The consolidated Group less certain subsidiaries and associates that are excluded under prudential standards. A conglomerate Group at the widest level. ANZ reports to APRA on a Level 1 and Level 2 basis, and measures capital adequacy monthly on a Level 1 and Level 2 basis, and is not yet required to maintain capital on a Level 3 basis until at least 2019 (APRA have yet to conclude required timing for Level 3 reporting). Life Insurance and Funds Management As required by APRA’s Prudential Standards, insurance and funds management activities are: • de-consolidated for the purposes of calculating capital adequacy; and • excluded from the risk based capital adequacy framework. We deduct the investment in these controlled entities 100% from CET1 capital, and if we include any profits from these activities in the Group’s results, then we exclude them from the determination of CET1 capital to the extent they have not been remitted to the Company. 127 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 22. CAPITAL MANAGEMENT (continued) Outside Australia In addition to APRA, the Company’s branch operations and major banking subsidiary operations are also 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. They may impose minimum capitalisation levels on operations in their individual jurisdictions. CAPITAL ADEQUACY The following table provides details of the Group’s capital adequacy ratios at 30 September: 2017 $m 2016 $m 59,075 (481) 58,594 (17,258) 41,336 7,988 49,324 8,669 57,993 10.6% 12.6% 2.2% 14.8% 57,927 (481) 57,446 (18,179) 39,267 9,018 48,285 10,328 58,613 9.6% 11.8% 2.5% 14.3% 391,113 408,582 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 128 ANZ 2017 ANNUAL REPORT 23. PARENT ENTITY FINANCIAL INFORMATION Australia and New Zealand Banking Group Limited (the Company) has prepared a separate set of financial statements to satisfy the requirements of its Australian Financial Services License it holds with ASIC. These separate Company financial statements are available on the ANZ website at anz.com and have been lodged with ASIC. Selected financial information of the Company is provided as follows: SUMMARY FINANCIAL INFORMATION Income statement information for the financial year Profit after tax for the year Total comprehensive income for the year Balance sheet information as at the end of the financial year Cash and cash equivalents Net loans and advances Total assets Deposits and other borrowings Total liabilities Shareholders' equity Ordinary share capital Reserves Retained earnings Total shareholders' equity PARENT ENTITY’S CONTRACTUAL COMMITMENTS PROPERTY RELATED 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 commitments1 Due within 1 year Due later than 1 year but not later than 5 years Due later than 5 years Total lease rental commitments1 2017 $m 6,234 5,915 63,399 452,424 797,379 494,235 745,531 29,416 36 22,396 51,848 2017 $m 98 98 1,818 145 1,963 394 908 661 1,963 2016 $m 5,687 5,002 61,994 446,531 823,962 479,963 773,703 29,162 344 20,753 50,259 2016 $m 103 103 2,044 144 2,188 403 982 803 2,188 1. Total future minimum sublease payments we expect to receive under non-cancellable subleases at 30 September 2017 is $91 million (2016: $114 million). During the year, we received sublease payments of $28 million (2016: $22 million) and netted them against rent expense. CREDIT RELATED COMMITMENTS AND CONTINGENCIES Contract amount of: Undrawn facilities Guarantees and letters of credit Performance related contingencies Total 2017 $m 150,339 18,062 18,890 187,291 2016 $m 161,178 15,633 17,710 194,521 129 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 23. PARENT ENTITY FINANCIAL INFORMATION (continued) PARENT ENTITY GUARANTEES The Company has issued letters of comfort and guarantees in respect of certain of its subsidiaries in the normal course of business. Under these letters and guarantees, the Company undertakes to ensure that those subsidiaries continue to meet their financial obligations - subject to certain conditions including that the entity remains a controlled entity of the Company. Further information is outlined in Note 32 Related Party Disclosures. 24. CONTROLLED ENTITIES The ultimate parent of the Group is Australia and New Zealand Banking Group Limited All controlled entities are 100% owned, unless otherwise noted. Incorporated in Australia Nature of Business Banking The material controlled entities of the Group are: ANZ Bank (Lao) Limited1 ANZ Bank (Taiwan) Limited1 ANZ Bank (Vietnam) Limited1 ANZ Capel Court Limited ANZ Commodity Trading Pty Ltd ANZ Funds Pty. Ltd. ANZ Bank (Europe) Limited1 ANZ Bank (Kiribati) Limited1 (75% ownership) ANZ Bank (Samoa) Limited1 ANZ Bank (Thai) Public Company Limited1 ANZcover Insurance Private 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, 4 ANZ Wealth New Zealand Limited1 ANZ New Zealand Investments Limited1 OnePath Life (NZ) Limited1 UDC Finance Limited1 ANZ International (Hong Kong) Limited1 ANZ Asia Limited1 ANZ Bank (Vanuatu) Limited2 ANZ International Private Limited1 ANZ Singapore Limited1 ANZ Royal Bank (Cambodia) Limited1 (55% ownership) Votraint No. 1103 Pty Limited ANZ Lenders Mortgage Insurance Pty. Limited ANZ Residential Covered Bond Trust4 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 Bancorp3 ANZ Guam Inc3 ANZ Finance Guam, Inc.3 ACN 003 042 082 Limited Share Investing Limited PT Bank ANZ Indonesia1 (99% ownership) 1. Audited by overseas KPMG firms — either as part of the Group audit, or for standalone financial statements as required. 2. Audited by Law Partners. 3. Audited by Deloitte Guam. 4. Not owned by the Group. Control exists as the Group retains substantially all the risks and rewards of the operations. 130 Laos Taiwan Vietnam Australia Australia Australia United Kingdom Kiribati Samoa Thailand Singapore New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand Hong Kong Hong Kong Vanuatu Singapore Singapore Cambodia Australia Australia Australia Australia Australia Australia Australia Australia Australia Papua New Guinea China China Guam Guam Guam Australia Australia Indonesia Banking Banking Banking Securitisation Manager Finance Holding Company Banking Banking Banking Banking Captive-Insurance Holding Company Banking Funds Management Finance Finance Holding Company Funds Management Insurance Finance Holding Company Banking Banking Holding Company Merchant Banking Banking Investment Mortgage Insurance Finance Holding Company Trustee Funds Management Insurance Holding Company Insurance Banking Banking Banking Holding Company Banking Finance Holding Company Online Stockbroking Banking ANZ 2017 ANNUAL REPORT 24. CONTROLLED ENTITIES (continued) ACQUISITION AND DISPOSAL OF CONTROLLED ENTITIES We did not acquire, or dispose of, any material entities during the year ended 30 September 2017 or the year ended 30 September 2016. ANZ Capital Hedging Pty Ltd (listed as a material entity for the year ended 30 September 2016) has been removed as a material entity for the year ended 30 September 2017 as its operations have been transferred to other parts of the Group and it is in the process of being liquidated. RECOGNITION AND MEASUREMENT The Group’s subsidiaries are those entities it controls through: • being exposed to, or having rights to, variable returns from the entity; and • being able to affect those returns through its power over the entity. The Group assesses whether it has power over those entities by examining the Group’s existing rights to direct the relevant activities of the entity. If the Group sells or acquires subsidiaries during the year, it includes their operating results in the Group results to the date of disposal or from the date of acquisition. When the Group’s control ceases, it derecognises the assets and liabilities of the subsidiary, any related non-controlling interest and other components of equity. When the Group ceases to control a subsidiary, it: • measures any retained interest in the entity at fair value; and • recognises any resulting gain or loss in profit or loss. If the Group’s ownership interest in a subsidiary changes in a way that does not result in a loss of control, then the Group accounts for that as a transaction with equity holders in their capacity as equity holders. All transactions between Group entities are eliminated on consolidation. 25. INVESTMENTS IN ASSOCIATES Significant associates of the Group are: Name of entity AMMB Holdings Berhad PT Bank Pan Indonesia Shanghai Rural Commercial Bank1 Aggregate other individually immaterial associates1,2 Total carrying value of associates Principal activity Banking and insurance Consumer and business bank Rural commercial bank Ordinary share interest Carrying amount $m 2017 24% 39% 20% n/a 2016 24% 39% 20% n/a 2017 1,185 1,033 - 30 2,248 2016 1,198 997 1,955 122 4,272 1. During 2017, Shanghai Rural Commercial Bank (SRCB) and Metrobank Card Corporation (MCC) were reclassified as held for sale. Refer to Note 28 Assets and Liabilities Held For Sale for further details. 2. On 30 March 2016, the Bank of Tianjin (BoT) completed a capital raising and initial public offering (IPO) on the Hong Kong Stock Exchange. As a result, the Group’s equity interest reduced from 14% to 12% and the Group ceased equity accounting the investment due to losing the ability to appoint directors to the Board of BoT at this date. From 31 March 2016, the investment was classified as an available for sale asset. 131 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 25. INVESTMENTS IN ASSOCIATES (continued) FINANCIAL INFORMATION ON SIGNIFICANT ASSOCIATES Set out below is the summarised financial information of each associate that is significant to the Group. The summarised financial information is based on the associates’ IFRS financial information. AMMB Holdings Berhad PT Bank Pan Indonesia Shanghai Rural Commercial Bank Principal place of business and country of incorporation Malaysia Indonesia People's Republic of China Summarised results Operating income Profit for the year Other comprehensive income/(loss) Total comprehensive income Less: Total comprehensive income attributable to non–controlling interests Total comprehensive income attributable to owners of associate Summarised financial position Total assets1 Total liabilities1 Total Net assets1 Less: Non–controlling interests of associate Net assets attributable to owners of associate Reconciliation to carrying amount of Group's interest in associate2 Carrying amount at the beginning of the year Group's share of total comprehensive income Dividends received from associate Group's share of other reserve movements of associate and foreign currency translation reserve adjustments Impairment charge Less: Carrying value transferred to assets held for sale (Note 28) Carrying amount at the end of the year Market value of Group's investment in associate3 2017 $m 2016 $m 2017 $m 2016 $m 2017 $m 2016 $m 2,469 2,698 415 (1) 414 (19) 395 414 (8) 406 (26) 380 930 253 22 275 (10) 265 960 160 2 162 (11) 151 41,304 36,004 5,300 (320) 4,980 41,442 36,092 5,350 (312) 5,038 20,216 17,298 2,918 (259) 2,659 19,692 16,873 2,819 (252) 2,567 - - - - - - - - - - - 3,390 1,338 59 1,397 (36) 1,361 129,081 119,027 10,054 (281) 9,773 1,198 1,424 95 (38) (70) - - 1,185 943 90 (35) (21) (260) - 1,198 929 997 103 - (67) - - 1,033 1,009 904 1,955 1,981 59 - 34 - - 997 779 58 - 273 (41) (46) (258) (219) (1,748) - n/a - - 1,955 n/a 1. Includes market value adjustments (including goodwill) the Group made at the time of acquisition (and adjustments for any differences in accounting policies). 2. For SRCB this includes movements up to the cessation of equity accounting. 3. Applies to those investments in associates with published price quotations. Market Value is based on a price per share and does not include any adjustments for the size of our holding. 132 ANZ 2017 ANNUAL REPORT 25. INVESTMENTS IN ASSOCIATES (continued) IMPAIRMENT ASSESSMENT On 3 January 2017, the Group announced that it had agreed to sell its 20% stake in Shanghai Rural Commercial Bank (SRCB). On 18 September 2017 the Group announced a revision to the 3 January arrangement in which Baoshan Iron & Steel Co. Ltd. (Bao) replaced Shanghai SinoPoland Enterprise Management Development Corporation Limited to join China COSCO Shipping Corporation Limited (COSCO) to acquire ANZ’s 20% stake in SRCB. Under the updated arrangement, COSCO and Bao will each acquire a 10% stake in SRCB. The key financial terms of the revised sale agreement are unchanged from the transaction announced previously. The sale is subject to customary closing conditions and regulatory approvals and is expected to be completed by late 2017. Based on the agreed purchase price less costs of disposal, an impairment of $219 million was recorded against the carrying value to reflect the recoverable amount of the investment which has been transferred to held for sale assets (refer to Note 28 Assets and Liabilities Held For Sale). This impairment and subsequent foreign exchange translation adjustments have been recognised in other operating income (refer to Note 2 Operating Income). As at 30 September 2017, for AMMB Holdings Berhad (AmBank) and PT Bank Pan Indonesia (PT Panin), the market value (based on share price) was below the respective carrying values of these investments. The Group performed value-in-use (VIU) calculations to assess whether the carrying value of the investments was impaired. The VIU calculations supported the carrying value for both AmBank (2016: $260 million impairment recognised in other operating income) and PT Panin (2016: nil impairment). RECOGNITION AND MEASUREMENT An associate is an entity over which the Group has significant influence over its operating and financial policies but does not control. The Group accounts for associates using the equity method. Its investments in associates are carried at cost plus the post-acquisition share of changes in the associate’s net assets less accumulated impairments. Dividends the Group receives from associates are recognised as a reduction in the carrying amount of the investment. The Group includes goodwill relating to the associate in the carrying amount of the investment. It does not individually test for impairment the goodwill incorporated in the associates carrying amount. At least at each reporting date, the Group reviews investments in associates for any indication of impairment. If an indication of impairment exists, then the Group determines the recoverable amount of the associate using the higher of: • the associate’s fair value less cost of disposal; and • its value-in-use. We use a discounted cash flow methodology, and other methodologies (such as capitalisation of earnings methodology), to determine the recoverable amount. KEY JUDGEMENTS AND ESTIMATES The value-in-use calculation is sensitive to a number of key assumptions requiring management judgement, including: future profitability levels, capital levels, long term growth rates and discount rates. A change in any of the key assumptions below could have an adverse effect on the recoverable amount of the investments. The key assumptions used in the value-in-use calculation are outlined below: As at 30 September 2017 Post-tax discount rate Terminal growth rate Expected NPAT growth (compound annual growth rate – 5 years) Core Equity Tier 1 rate AMMB 9.6% 4.8% 4.5% 10.5% - 13.3% PT Panin 13.3% 5.4% 9.9% 11.3% 133 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 26. STRUCTURED ENTITIES A Structured Entity (SE) is an entity that has been designed such that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities (being those that significantly affect the entity’s returns) are directed by means of contractual arrangement. A SE often has some or all of the following features or attributes: • restricted activities; • a narrow and well defined objective; • insufficient equity to permit the SE to finance its activities without subordinated financial support; and • financing in the form of multiple contractually linked instruments to investors that create concentrations of credit or other risks (tranches). The Group is involved with both consolidated and unconsolidated SEs which may be established by the Group or by a third party. SEs are classified as subsidiaries and consolidated when control exists. If the Group does not control a SE, then it will not be consolidated (an unconsolidated SE). This note provides information on both consolidated and unconsolidated SEs. The Group’s involvement with SEs is as follows: Type Securitisation Covered bond issuances Structured finance arrangements Funds management activities Details The Group uses SEs to securitise customer loans and advances that it has originated, in order to diversify sources of funding for liquidity management. Such transactions involve transfers to an internal securitisation (bankruptcy remote) vehicle which we create for the purpose of structuring assets that are eligible for repurchase under agreements with the applicable central bank (these are known as ‘Repo eligible’). The Group’s internal securitisation SEs are consolidated. Refer to Note 27 Transfers of Financial Assets for further details. The Group also establishes SEs on behalf of customers to securitise their loans or receivables. The Group may manage these securitisation vehicles or provide liquidity or other support. Additionally, the Group may acquire interests in securitisation vehicles set up by third parties through holding securities issued by such entities. In limited circumstances, where control exists, these SEs are consolidated. Certain loans and advances have been assigned to bankruptcy remote SEs to provide security for issuances of debt securities by the Group. The Group retains control over these SEs and therefore they are consolidated. Refer to Note 27 Transfers of Financial Assets for further details. The Group is involved with SEs established: • in connection with structured lending transactions to facilitate debt syndication and/or to ring-fence collateral; and • to own assets that are leased to customers in structured leasing transactions. The Group may manage the SE, hold minor amounts of the SE’s capital, or provide risk management products (derivatives) to the SE. In most instances, the Group does not control these SEs. Further, the Group’s involvement typically does not establish more than a passive interest in decisions about the relevant activities of the SE, and accordingly we do not consider that interest disclosable. The Group’s Wealth Australia and New Zealand businesses conduct investment management and other fiduciary activities as a responsible entity, trustee, custodian or manager for investment funds and trusts – including superannuation funds and wholesale and retail trusts (collectively ‘Investment Funds’). The Investment Funds are financed through the issue of puttable units to investors and the Group considers them to be SEs. The Group’s exposure to Investment Funds includes holding units and receiving fees for services. When the Group invests in Investment Funds on behalf of policyholders, then those funds are consolidated if control is deemed to exist. 134 ANZ 2017 ANNUAL REPORT 26. STRUCTURED ENTITIES (continued) CONSOLIDATED STRUCTURED ENTITIES Financial or Other Support Provided to Consolidated Structured Entities The Group provides financial support to consolidated SEs as outlined below. As these are intra-group transactions, they are eliminated on consolidation: Securitisation and covered bond issuances The Group provides lending facilities, derivatives and commitments to these SEs and/or holds debt instruments that they have issued. Structured finance arrangements The assets held by these SEs are normally pledged as collateral for financing provided. Certain consolidated SEs are financed entirely by the Group while others are financed by syndicated loan facilities in which the Group is a participant. The financing provided by the Group includes lending facilities where the Group’s exposure is limited to the amount of the loan and any undrawn amount. Additionally, the Group has provided Letters of Support to these consolidated SEs confirming that the Group will not demand repayment of the financing provided for the ensuing 12 month period. The Group did not provide any non-contractual support to consolidated SEs during the year (2016: nil). Other than as disclosed above, the Group does not have any current intention to provide financial or other support to consolidated SEs. UNCONSOLIDATED STRUCTURED ENTITIES Group’s Interest in Unconsolidated Structured Entities An ‘interest’ in an unconsolidated SE is any form of contractual or non-contractual involvement with an SE that exposes the Group to variability of returns from the performance of that SE. These interests include, but are not limited to: holdings of debt or equity securities; derivatives that pass-on risks specific to the performance of the SE; lending; loan commitments; financial guarantees; and fees from funds management activities. For the purpose of disclosing interests in unconsolidated SEs: • no disclosure is made if the Group’s involvement is not more than a passive interest - for example: when the Group’s involvement constitutes a typical customer-supplier relationship. On this basis, exposures to unconsolidated SEs that arise from lending, trading and investing activities are not considered disclosable interests - unless the design of the structured entity allows the Group to participate in decisions about the relevant activities (being those that significantly affect the entity’s returns). • ‘interests’ do not include derivatives intended to expose the Group to market-risk (rather than performance risk specific to the SE) or derivatives through which the Group creates, rather than absorbs, variability of the unconsolidated SE (such as purchase of credit protection under a credit default swap). The table below sets out the Group’s interests in unconsolidated SEs together with the maximum exposure to loss that could arise from those interests: On-balance sheet interests: Available-for-sale assets Investments backing policy liabilities Loans and advances Total on-balance sheet Off-balance sheet interests: Commitments (facilities undrawn) Total off-balance sheet Maximum exposure to loss Securitisation and structured finance Investment funds Total 2017 $m 2,532 - 7,130 9,662 4,371 4,371 14,033 2016 $m 3,591 - 7,269 10,860 2,588 2,588 13,448 2017 $m 2016 $m - 21 - 21 - - 21 - 156 - 156 - - 156 2017 $m 2,532 21 7,130 9,683 4,371 4,371 14,054 2016 $m 3,591 156 7,269 11,016 2,588 2,588 13,604 In addition to the interests above, the Group earned funds management fees from unconsolidated SEs of $493 million (2016: $524 million) during the year. 135 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 26. STRUCTURED ENTITIES (continued) The Group’s maximum exposure to loss represents the maximum amount of loss that the Group could incur as a result of its involvement with unconsolidated SEs if loss events were to take place – regardless of the probability of occurrence. This does not in any way represent the actual losses expected to be incurred. Instead, the maximum exposure to loss is contingent in nature – for example, it may arise: on the bankruptcy of an issuer of securities, or a debtor; or if liquidity facilities or guarantees were to be called on. Furthermore, the maximum exposure to loss is stated gross of the effects of hedging and collateral arrangements entered into to mitigate ANZ’s exposure to loss. For each type of interest, the maximum exposure to loss has been determined as follows: • available-for-sale assets and investments backing policy liabilities – carrying amount; and • loans and advances – carrying amount plus the undrawn amount of any commitments. Information about the size of the unconsolidated SEs that the Group is involved with is as follows: • Securitisation and structured finance: size is indicated by total assets which vary by SE with a maximum value of approximately $2.1 billion (2016: $1.7 billion); and • Investment funds: size is indicated by Funds Under Management which vary by SE with a maximum value of approximately $35.9 billion (2016: $35.0 billion). The Group did not provide any non-contractual support to unconsolidated SEs during the year (2016: nil): nor does it have any current intention to provide financial or other support to unconsolidated SEs. SPONSORED UNCONSOLIDATED STRUCTURED ENTITIES The Group may also sponsor unconsolidated SEs in which it has no disclosable interest. For the purposes of this disclosure, the Group considers itself the ‘sponsor’ of an unconsolidated SE if it is the primary party involved in the design and establishment of that SE and: • the Group is the major user of that SE; or • the Group’s name appears in the name of that SE, or on its products; or • the Group provides implicit or explicit guarantees of that SE’s performance. The Group has sponsored the ANZ PIE Fund in New Zealand, which invests only in deposits with ANZ Bank New Zealand Limited. The Group does not provide any implicit or explicit guarantees of the capital value or performance of investments in the ANZ PIE Fund. There was no income received from, nor assets transferred to, this entity during the year. KEY JUDGEMENTS AND ESTIMATES Significant judgement is required in assessing whether control exists over Structured Entities involved in securitisation activities and structured finance transactions, and investment funds. Judgement is required in relation to the existence of: • power over the relevant activities (being those that significantly affect the entity’s returns); and • exposure to variable returns of that entity 136 ANZ 2017 ANNUAL REPORT 27. TRANSFERS OF FINANCIAL ASSETS In the normal course of business the Group enters into transactions where it transfers financial assets directly to third parties or to SEs. These transfers may give rise to the Group fully, or partially, derecognising those financial assets - depending on the Group’s exposure to the risks and rewards or control over the transferred assets. If the Group retains substantially all of the risk and rewards of a transferred asset, the transfer does not qualify for derecognition and the asset remains on the Group’s balance sheet in its entirety. SECURITISATIONS Net loans and advances include residential mortgages securitised under the Group’s securitisation programs which are assigned to bankruptcy remote SEs to provide security for obligations payable on the notes issued by the SEs. This includes mortgages that are held for potential repurchase agreements (Repos) with central banks. The holders of the issued notes have full recourse to the pool of residential mortgages which have been securitised and the Group cannot otherwise pledge or dispose of the transferred assets. In some instances the Group is also the holder of the securitised notes. In addition, the Group is entitled to any residual income of the SEs and sometimes enters into derivatives with the SEs. The Group retains the majority of the risks and rewards of the residential mortgages and continues to recognise the mortgages as financial assets. The obligation to pay this amount to the SE is recognised as a financial liability of the Group. The Group is exposed to variable returns from its involvement with these securitisation SEs and has the ability to affect those returns through its power over the SEs activities. The SEs are therefore consolidated by the Group. COVERED BONDS The Group operates various global covered bond programs to raise funding in its primary markets. Net loans and advances include residential mortgages assigned to bankruptcy remote SEs associated with these covered bond programs. The mortgages provide security for the obligations payable on the issued covered bonds. 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, subject to legal arrangements it may repurchase and substitute assets as long as the required cover is maintained. The Group is required to maintain the cover pool at a level sufficient to cover the bond obligations. In addition the Group is entitled to any residual income of the covered bond SEs and enters into derivatives with the SEs. The Group retains the majority of the risks and rewards of the residential mortgages and continues to recognise the mortgages as financial assets. The obligation to pay this amount to the SEs is recognised as a financial liability of the Group. The Group is exposed to variable returns from its involvement with the covered bond SEs and has the ability to affect those returns through its power over the SEs activities. The SEs are therefore consolidated by the Group. The covered bonds issued externally are included within debt issuances. REPURCHASE AGREEMENTS If the Group sells securities subject to repurchase agreements under which substantially all the risks and rewards of ownership remain with the Group, then those assets are considered to be transferred assets that do not qualify for derecognition. An associated liability is recognised for the consideration received from the counterparty. STRUCTURED FINANCE ARRANGEMENTS The Group arranges funding for certain customer transactions through structured leasing and commodity prepayment arrangements. At times, other financial institutions participate in the funding of these arrangements. This participation involves a proportionate transfer of the rights to the lease receivable or financing arrangement. The participating banks have limited recourse to the leased assets or financed commodity and related proceeds. In some circumstances the Group continues to be exposed to some of the risks of the transferred lease receivable or financing arrangement through a derivative or other continuing involvement. When this occurs, the Group does not derecognise the lease receivable or loan. Instead, the Group recognises an associated liability representing its obligations to the participating financial institutions. 137 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 27. TRANSFERS OF FINANCIAL ASSETS (continued) The table below sets out the balance of assets transferred that do not qualify for derecognition, along with the associated liabilities: Current carrying amount of assets transferred Carrying amount of associated liabilities Securitisations1,2 Covered bonds Repurchase agreements Structured finance arrangements 2017 $m 1,520 1,552 2016 $m - - 2017 $m 29,353 19,859 2016 $m 31,790 21,039 2017 $m 36,242 34,536 2016 $m 26,637 25,049 2017 $m 98 91 2016 $m 275 266 1. Does not include transfers to internal structured entities where there are no external investors. 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 approximates their fair value. 28. ASSETS AND LIABILITIES HELD FOR SALE The Group announced the following strategic divestments in line with the Group’s strategy to simplify the businesses and improve capital efficiency. Accordingly, they are presented as assets and liabilities held for sale. • Asia Retail & Wealth Businesses The Group announced that it had agreed to sell Retail and Wealth businesses in Singapore, Hong Kong, China, Taiwan and Indonesia to Singapore’s DBS Bank on 31 October 2016, and its Retail business in Vietnam to Shinhan Bank Vietnam on 21 April 2017. During the September 2017 half, the Group successfully completed the sales in China, Singapore and Hong Kong. Subject to regulatory approval, the sales in Vietnam, Taiwan, and Indonesia are expected to complete in late 2017 and early 2018 and these remaining countries form part of the assets and liabilities held for sale. These businesses are part of the Asia Retail & Pacific division. • UDC Finance On 11 January 2017, the Group announced it had agreed to sell UDC Finance to HNA Group. The sale is subject to certain conditions (including regulatory approvals) and we are working with HNA Group towards completion of the sale. This business is part of the New Zealand division. • Shanghai Rural Commercial Bank On 3 January 2017, the Group announced that it had agreed to sell its 20% stake in Shanghai Rural Commercial Bank (SRCB). On 18 September 2017 the Group announced a revision to the 3 January arrangement in which Baoshan Iron & Steel Co. Ltd. (Bao) replaced Shanghai Sino-Poland Enterprise Management Development Corporation Limited to join China COSCO Shipping Corporation Limited (COSCO) to acquire ANZ’s 20% stake in SRCB. Under the updated arrangement, COSCO and Bao will each acquire a 10% stake in SRCB. The key financial terms of the revised sale agreement are unchanged from the transaction announced previously. The sale is subject to customary closing conditions and regulatory approvals and is expected to complete late 2017. This asset is part of the TSO and Group Centre Division. • Metrobank Card Corporation On 18 October 2017, the Group announced it had entered into an agreement with its joint venture partner Metropolitan Bank & Trust Company (Metrobank) in relation to its 40% stake in the Philippines based Metrobank Card Corporation (MCC). The Group has agreed to sell 20% of its stake, and entered into a put option to sell the remaining 20% stake, exercisable in the fourth quarter of 2018 on the same terms for the same consideration. The asset has been classified as held for sale at 30 September 2017 as sale negotiations were well progressed at that time, and it was highly probable the sale transaction would complete within 12 months. The sale is subject to customary closing conditions and regulatory approvals. This asset is part of the TSO and Group Centre Division. INCOME STATEMENT IMPACT RELATING TO ASSETS AND LIABILITIES HELD FOR SALE During the September 2017 full year, the Group recognised the following impacts in relation to assets and liabilities held for sale: • $310 million loss relating to the reclassification and partial completion of the Asia Retail and Wealth sale comprising of $222 million of software, goodwill and other assets impairment charges and $88 million of various other charges net of recoveries and sale premium. • $333 million loss relating to the Group’s investment in SRCB comprising of a $219 million impairment to the investment, $12 million of foreign exchange losses, and $102 million of tax expenses. The net result of these impacts is included in ‘Other income’ and ‘Income tax expense’ (refer to Note 2 Operating Income and Note 4 Income Tax). 138 ANZ 2017 ANNUAL REPORT 28. ASSETS AND LIABILITIES HELD FOR SALE (continued) ASSETS AND LIABILITIES HELD FOR SALE At 30 September 2017, assets and liabilities held for sale are measured at the lower of their carrying amount and fair value less costs of disposal, except for assets such as deferred tax assets, financial assets and contractual rights under insurance contracts, which are specifically exempt from this requirement. As at 30 September 2017 Net loans and advances Investments in associates Goodwill and other intangible assets Other assets Total assets held for sale Deposits and other borrowings Current tax liabilities Deferred tax liabilities Payables and other liabilities Provisions Total liabilities held for sale Asia Retail & Wealth Businesses $m 3,283 - - - 3,283 3,602 - - 47 43 UDC Finance $m 2,679 - 122 18 2,819 956 22 (8) 30 1 3,692 1,001 Shanghai Rural Commercial Bank $m Metrobank Card Corporation $m - 1,748 - - 1,748 - - - - - - - 120 - - 120 - - - - - - KEY JUDGEMENTS AND ESTIMATES A significant level of judgement is used by the Group to determine: • whether an asset or group of assets is classified and presented as held for sale or as a discontinued operation; and • the fair value of the assets and liabilities classified as being held for sale. Any impairment we record is based on the best available evidence of the fair value compared to the carrying value before the impairment. The final sale price the Group may achieve will depend on a number of factors and may be different to the fair value we estimate when recording the impairment. We expect that the sales will complete within 12 months after balance date, subject to the relevant regulatory approvals and customary terms of sale for such assets. Total $m 5,962 1,868 122 18 7,970 4,558 22 (8) 77 44 4,693 139 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 29. LIFE INSURANCE BUSINESS The Group conducts Life Insurance and Funds Management business (the Life Insurance Business) in Australia and New Zealand. The following information summarises the statutory Life insurance business transactions contained in the Group financial statements and the underlying methods and assumptions used in their calculations. LIFE INSURANCE BUSINESS PROFIT ANALYSIS The net shareholder profit after tax in the regulated insurance entities represents the net profit after tax of OnePath Life Limited and OnePath Life (NZ) Limited. Net shareholder profit after tax of regulated insurance entities Represented by: Emergence of planned profit margin Difference between actual and assumed experience Reversal of previous losses on groups of related products Investment earnings on retained profits and capital Life insurance contracts Life investment contracts Total 2017 $m 158 186 (58) 1 29 2016 $m 335 208 45 1 81 2017 $m 2016 $m 55 36 16 - 3 81 65 5 - 11 2017 $m 213 222 (42) 1 32 LIFE INSURANCE BUSINESS LIABILITIES Policy Liabilities are the Group’s liabilities to compensate policyholders. Policy liabilities include both Life Insurance Contract Liabilities and Life Investment Contract Liabilities. Policy Liabilities Life insurance contract liabilities Life investment contract liabilities (at fair value through profit or loss) Total policy liabilities Residual contractual maturity: - due within 12 months - due after 12 months - no maturity specified Total policy liabilities 2017 $m 342 37,106 37,448 37,077 29 342 37,448 2016 $m 416 273 50 1 92 2016 $m 190 35,955 36,145 35,911 44 190 36,145 LIFE INSURANCE CONTRACTS Life insurance contracts are insurance contracts regulated under the Australian Life Insurance Act 1995 and similar contracts issued by entities operating outside Australia. Life insurance contracts are contracts through which the: • insurer accepts significant insurance risk from the policyholder; and • policyholder is compensated if a future uncertain event negatively impacts the policyholder — for example, death or disability. We purchase reinsurance either to reduce the impact of large claims, or for capital relief. Life Insurance Contracts Life insurance contract liabilities Best estimate liabilities: Value of future policy benefits Value of future expenses Value of future premium Unreleased future profit margin Other Total life insurance contract liabilities (net of reinsurance) Unvested policyholder benefits Liabilities ceded under reinsurance contracts (other assets) Total life insurance contract liabilities 140 2017 $m 2016 $m 10,107 2,290 (15,310) 2,471 26 (416) 40 718 342 10,811 2,483 (16,544) 2,631 32 (587) 40 737 190 ANZ 2017 ANNUAL REPORT 29. LIFE INSURANCE BUSINESS (continued) Life investment contracts are contracts written by a registered life insurer that do not meet the definition of an insurance contract. The amounts received from these contracts comprise of two components: • the amount we receive from policyholders - which we recognise as a liability; and • the amounts policyholders pay for investment management services - which we recognise as funds management income. The table below provides a reconciliation of life investment contract liabilities, the related assets backing the policy liabilities and the external unit holders liabilities included in the Group’s balance sheet. Life Investment Contracts Life investment contract liabilities Capital guaranteed element Investment performance guarantee Other - not subject to any guarantees Total life investment contract liabilities Related assets Residual contractual maturity: - due within 12 months - due after 12 months Investments backing policy liabilities Add: Amounts removed due to elimination of intercompany balances and treasury shares Less: Assets backing life insurance contract liabilities (available-for-sale) Total assets backing life investment contract liabilities (at fair value through profit or loss) Less: External unit holder liabilities (at fair value through profit or loss) Net assets backing life investment contract liabilities 2017 $m 800 495 35,811 37,106 30,191 7,773 37,964 4,570 (993) 41,541 (4,435) 37,106 2016 $m 1,230 668 34,057 35,955 28,798 6,858 35,656 4,670 (1,038) 39,288 (3,333) 35,955 LIFE INSURANCE BUSINESS RISK Insurance risk is the risk of loss due to unexpected changes in current and future insurance claims rates. The changes primarily arise due to claims payments, mortality (death) or morbidity (illness or injury) rates being greater than expected. We control and minimise the key risks of the life insurance business in the following ways: • Insurance risks – We use underwriting procedures including strategic decisions, limits to delegated authorities and signing powers. We analyse reinsurance arrangements using analytical modelling tools to achieve the desired type of reinsurance and retention levels; • Financial risks – We select appropriate assets to back contract liabilities. If possible, we segregate policyholders funds from shareholders’ funds and we set investment mandates that are appropriate for each. • Market risks – For liabilities to policyholders which are guaranteed and for Life investment contracts where the investment management services fees earned are directly impacted by the value of the underlying assets. We monitor assets for market risk on a regular basis. 141 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 29. LIFE INSURANCE BUSINESS (continued) RECOGNITION AND MEASUREMENT Life insurance contract liabilities We calculate Life insurance contract Liabilities under the Margin on Service (MoS) model using a projection method through which we determine the liability as the present value of: • expected future cashflows (premiums, expenses, and benefit payments); plus • planned profit margin to be released in future periods. We discount these cashflows at the risk-free discount rate. We calculate the Life insurance contract liabilities across portfolios of contracts using recognised actuarial principles and standards (e.g. Life Insurance Prudential Standard 340 Valuation of Policy Liabilities issued by APRA). This methodology takes into account the risks and uncertainties of the particular portfolio. Liabilities ceded under reinsurance contracts We account for reinsurance on the same basis as the underlying direct insurance contracts for which we purchased the reinsurance. Unvested policyholder benefits We issue participating contracts to policyholders where the policyholder is entitled to a share of the profits as they are exposed to the performance of specific assets in addition to a guaranteed benefit. This profit sharing is governed by the Life Act and the life insurance company’s constitution. If any benefits remain payable at the end of the reporting period, then we recognise them as unvested policyholder benefits. Life investment contract liabilities A life investment contract liability is measured at fair value and is directly linked to the fair value of the assets that back it. We determine the liability as the fair value of those assets after tax. For guaranteed policies, we determine the liability as the net present value of expected cash flows, subject to a minimum of current surrender value. External unit holder liabilities The life insurance business includes controlling interests in investment funds which we aggregate. When we aggregate a controlled investment fund, we recognise the external unit holder liabilities as a liability and include them on the balance sheet in external unit holder liabilities. Investments backing policy liabilities Investments backing policy liabilities include: • Assets backing investment contract liabilities - being the assets held in regulated insurance entities that are not segregated and managed under a distinct shareholder investment mandate. We also call these policyholder assets. • Assets backing life insurance contract liabilities - being the assets held in regulated insurance entities that are managed under a distinct shareholder mandate. We also call these shareholder assets. Our determination of fair value of the policyholder and shareholder assets involves the same judgement as other financial assets as described in Note 17 Fair Value of Financial Assets and Liabilities. KEY JUDGEMENTS AND ESTIMATES The key factors that affect how we estimate life insurance liabilities and related assets are: • the cost of providing benefits and administering contracts; • mortality and morbidity experience, which includes enhancements to policyholder benefits; • discontinuance experience, which affects the Group’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. Our estimates of life insurance liabilities are affected by: regulation, competition, interest rates, inflation, taxes and general economic conditions. We have performed sensitivity analysis on key variables influencing insurance liabilities and assets — namely: interest, inflation, mortality, morbidity and discontinuance risk. We have determined that there would be no material impact to the Group for a reasonable change in any of these variables. 142 ANZ 2017 ANNUAL REPORT 30. SUPERANNUATION AND POST EMPLOYMENT BENEFIT OBLIGATIONS Set out below is a summary of amounts recognised in the Balance Sheet in respect of the defined benefit superannuation schemes: Defined benefit obligation and scheme assets Present value of funded defined benefit obligation Fair value of scheme assets Total As represented in the Balance Sheet Net liabilities arising from defined benefit obligations included in payables and other liabilities Net assets arising from defined benefit obligations included in other assets Total Weighted average duration of the benefit payments reflected in the defined benefit obligation (years) 2017 $m (1,406) 1,496 90 (32) 122 90 16.8 2016 $m (1,509) 1,567 58 (51) 109 58 16.8 As at the most recent reporting dates of the schemes, the aggregate deficit of net market value of assets over the value of accrued benefits on a funding basis was $18 million (2016: $52 million). In 2017, the Group made defined benefit contributions totalling $5 million (2016: $55 million). It expects to make around $3 million next financial year. GOVERNANCE OF THE SCHEMES AND FUNDING OF THE DEFINED BENEFIT SECTIONS The main defined benefit superannuation schemes in which the Group participates operate under trust law and are managed and administered on behalf of the members in accordance with the terms of the relevant trust deed and rules and all relevant legislation. These schemes have corporate trustees, which are wholly owned subsidiaries of the Group. The trustees are the legal owners of the assets, which are held separately from the assets of the Group, and are responsible for setting investment policy and agreeing funding requirements with the employer through the triennial actuarial valuation process. The Group has defined benefit arrangements in Australia, Japan, New Zealand, Philippines, Taiwan and United Kingdom. The defined benefit section of the ANZ Australian Staff Superannuation Scheme, the ANZ UK Staff Pension Scheme and the ANZ National Retirement Scheme in New Zealand are the three largest plans. They have been closed to new members since 1987, 2004 and 1991 respectively. None of the schemes had a material deficit, or surplus, at the last full valuation. The Group has no present liability under any of the schemes’ trust deeds to fund a deficit (measured on a funding basis). A contingent liability of the Group may arise if any of the schemes were wound up. RECOGNITION AND MEASUREMENT Defined benefit superannuation schemes The Group operates a small number of defined benefit schemes. Independent actuaries calculate the liability and expenses related to providing benefits to employees under each defined benefit scheme. They use the Projected Unit Credit Method to value the liabilities. The balance sheet includes: • a defined benefit liability if the obligation is greater than the fair value of the schemes assets; and • an asset (capped to its recoverable amount) if the fair value of the assets is greater than the obligation. In each reporting period, the movements in the net defined benefit liability are recognised as follows: • the net movement relating to the current period’s service cost, net interest on the defined benefit liability, past service costs and other costs (such as the effects of any curtailments and settlements) as operating expenses; • remeasurements of the net defined benefit liability (which comprise actuarial gains and losses and return on scheme assets, excluding interest income included in net interest) directly in retained earnings through other comprehensive income; and • contributions of the Group directly against the net defined benefit position. Defined contribution superannuation schemes The Group operates a number of defined contribution schemes. It 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 plans. The Group’s contributions to these schemes are recognised as personnel expenses when they are incurred. 143 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 30. SUPERANNUATION AND POST EMPLOYMENT BENEFIT OBLIGATIONS (continued) KEY JUDGEMENTS AND ESTIMATES The main assumptions we use in valuing defined benefit assets and liabilities are listed in the table below. A change to any assumptions, or applying different assumptions, could have a significant effect on the income statement, statement of other comprehensive income and balance sheet. Sensitivity analysis change in significant assumptions Increase/(decrease) in defined benefit obligation Assumptions Discount rate (% p.a.) Future salary increases (% p.a.) Future pension indexation 2017 2016 2.5 - 3.8 1.6 - 3.7 2.2 - 3.0 1.5 - 3.6 0.5% increase In payment (% p.a.)/In deferment (% p.a.) 1.7 - 3.0/2.2 1.5 - 2.9/2.1 0.5% increase Life expectancy at age 60 for current pensioners 1 year increase – Males (years) – Females (years) 25.4 - 28.9 22.6 - 28.8 28.6 - 31.0 26.3 - 30.8 2017 $m (112) 95 50 2016 $m (140) 118 63 31. 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 schemes that operated during the 2016 and 2017 years were the Employee Share Offer and the Deferred Share Plan. Employee Share Offer Eligibility Grant Allocation value Australia New Zealand Expensing value (fair value) Most permanent employees employed in either Australia or New Zealand with three years continuous service for the most recent financial year. Up to AUD1,000 in Australia (and AUD800 in New Zealand) ANZ shares each financial year, subject to Board approval. One week Volume Weighted Average Price (VWAP) of ANZ shares traded on the ASX in the week leading up to and including the date of grant. ANZ ordinary shares are granted to eligible employees for nil consideration. The shares vest on grant and are held in trust for three years from grant date, after which time they may remain in trust, be transferred to the employee’s name or sold. Dividends are automatically reinvested in the Dividend Reinvestment Plan. Shares are granted to eligible employees on payment of NZD one cent per share. Shares vest subject to satisfaction of a three year service period, after which they may remain in trust, be transferred to the employee’s name or sold. Unvested shares are forfeited if the employee resigns or is dismissed for serious misconduct. Dividends are either paid in cash or reinvested into the Dividend Reinvestment Plan. In Australia, the fair value of the shares is expensed in the year shares are granted, as they are not subject to forfeiture. In New Zealand, the fair value is expensed on a straight-line basis over the three year vesting period. The expense is recognised as a share-based compensation expense with a corresponding increase in share capital. FY 2017 FY 2016 Zero shares were granted in the 2017 financial year. 626,121 shares were granted on 3 December 2015 at an issue price of $27.60. 144 ANZ 2017 ANNUAL REPORT 31. EMPLOYEE SHARE AND OPTION PLANS (continued) Deferred Share Plan i) Chief Executive Officer (CEO) and Group Executive Committee (ExCo) Eligibility Grant Group CEO and ExCo. 50% of the CEO’s Annual Variable Remuneration (AVR) and 33% of ExCo’s Variable Remuneration (VR) received as deferred shares. Conditions Deferred evenly over four years from grant date. ii) ANZ Employee Reward Scheme1 (ANZERS) and Business Unit Incentive Plans (BUIPs) Eligibility Grant Employees participating in ANZ’s standard Short Term Incentive (STI) arrangements. Half of all incentive amounts exceeding AUD100,000 (subject to a minimum deferral amount of AUD25,000) received as deferred shares. Conditions Deferred evenly over two years from grant date. iii) Total Incentives Performance Plan1 (TIPP) Eligibility Grant Employees participating in the Institutional TIPP. 60% of incentive amounts exceeding AUD80,000 (subject to a minimum deferral amount of AUD18,000) received as deferred shares. Conditions Deferred evenly over three years from grant date. iv) Long Term Incentives (LTIs) Eligibility Grant Conditions v) Exceptional circumstances Remuneration forgone Retention vi) Further information Downward adjustment Cessation Dividends Instrument Allocation value Expensing value (fair value) FY 2017 grants FY 2016 grants Selected employees. 100% deferred shares. Vest three years from grant date. In exceptional circumstances, we grant deferred shares to certain employees when they start with ANZ to compensate them for remuneration they have forgone from their previous employer. The vesting period generally aligns with the remaining vesting period of the remuneration they have forgone, and therefore varies between grants. We may grant deferred shares to high performing employees who are regarded as a significant retention risk to ANZ. Deferred shares remain at risk and the Board can adjust the number of deferred shares downwards to zero at any time before the vesting date. ANZ’s downward adjustment provisions are detailed in section 3.3.4 of the 2017 Remuneration Report. Unless the Board decides otherwise, employees forfeit their unvested deferred shares if they resign, are terminated on notice, or are dismissed for serious misconduct. The deferred shares may be held in trust beyond the deferral period. Dividends are paid in cash or reinvested in the Dividend Reinvestment Plan. Deferred share rights may be granted instead of deferred shares in some countries as locally appropriate (see deferred share rights section). All deferred shares are issued based on the VWAP of ANZ shares traded on the ASX in the week leading up to and including the date of grant. We expense the fair value of deferred shares on a straight-line basis over the relevant vesting period and we recognise the expense as a share-based compensation expense with a corresponding increase in share capital. 2,016,835 deferred shares were granted with a weighted average grant price of $28.03. No deferred shares were adjusted downward to zero, based on Board discretion. 5,797,450 deferred shares were granted with a weighted average grant price of $26.15. Board discretion was exercised to adjust downward 9,397 deferred shares to zero. 1. Allocations under the ANZ Incentive Plan (ANZIP) in November 2017 will be disclosed in the 2018 Annual Report. See Section 3.3 of the 2017 Remuneration Report for details on the ANZIP. 145 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 31. EMPLOYEE SHARE AND OPTION PLANS (continued) Expensing of the ANZ Employee Share Acquisition Plan Expensing value (fair value) The fair value of shares we granted during 2017 under the Employee Share Offer and the Deferred Share Plan, measured as at the date of grant of the shares, is $56.7 million (2016: $171.3 million) based on 2,016,835 shares (2016: 6,423,571) at VWAP of $28.09 (2016: $26.67). ANZ SHARE OPTION PLAN Allocation We may grant selected employees options/rights which entitle them to acquire fully paid ordinary ANZ shares at a fixed price at the time the options/rights vest. 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. Exercise price of options, determined in accordance with the rules of the plan, is generally based on the VWAP 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. Rules Prior to the exercise of the option/right if ANZ changes its share capital due to a bonus share issue, pro-rata new share issue or reorganisation the following adjustments are required: • Issue of bonus shares - When the holder exercises their option, they are also entitled to be issued the number of bonus shares they would have been entitled to had they held the underlying shares at the time of the bonus issue; • Pro-rata share offer - We will adjust the exercise price of the option in the manner set out in the ASX Listing Rules; and • Reorganisation - In respect of rights, if there is a bonus issue or reorganisation of ANZ’s share capital, then the Board may adjust the number of rights or the number of underlying shares 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 before they exercise their options/rights; or • in a share issue of a body corporate other than ANZ (such as a subsidiary). Expensing Cessation For equity grants made after 1 November 2012, any portion of the award which vests may, at the Board’s discretion, be satisfied by a cash equivalent payment rather than shares. We expense the fair value of options/rights on a straight-line basis over the relevant vesting period and we recognise the expense as a share-based compensation expense with a corresponding increase in share options reserve. The provisions that apply if the employee’s employment ends are in section 7.2 of the 2017 Remuneration Report. Downward adjustment ANZ’s downward adjustment provisions are detailed in section 3.3.4 of the 2017 Remuneration Report. Option Plans that operated during 2017 and 2016 i) Performance Rights Allocation We grant performance rights to selected employees as part of ANZ’s incentive plans. Performance rights provide the holder with the right to acquire ANZ shares at nil cost, subject to a three year vesting period and Total Shareholder Return (TSR) performance hurdles. FY 2017 and FY 2016 grants During the 2017 year, we granted 944,419 performance rights (2016: 1,570,627). No performance rights were adjusted downward to zero in 2017 and 2016, based on Board discretion. 146 ANZ 2017 ANNUAL REPORT 31. EMPLOYEE SHARE AND OPTION PLANS (continued) ii) Deferred Share Rights (no performance hurdles) Allocation Satisfying vestings Deferred share rights provide the holder with the right to acquire ANZ shares at nil cost after a specified vesting period. We adjust the fair value of rights for the absence of dividends during the restriction period. Any portion of the award of share rights may be satisfied by a cash equivalent payment rather than shares at the Board’s discretion. All share rights were satisfied through a share allocation, other than 67,573 deferred share rights (2016: 5,297) for which Board discretion was exercised. Downward adjustment Board discretion was also exercised to adjust downward 3,835 deferred share rights to zero in 2017 and 4,583 in 2016. FY 2017 and FY 2016 grants During the 2017 year 2,547,377 deferred share rights (no performance hurdles) were granted (2016: 1,211,021). Options, Deferred Share Rights and Performance Rights on Issue As at 2 November 2017, there were 1,292 holders of 3,652,926 deferred share rights on issue and 174 holders of 3,425,497 performance rights on issue. Options/Rights Movements This table shows the options/rights over unissued ANZ shares and their related weighted average (WA) exercise prices as at the beginning and end of 2017 and the movements during 2017: Opening balance 1 Oct 2016 Options/ rights granted Options/ rights forfeited1 Number of options/rights 6,424,117 3,491,796 (1,815,732) $0.00 $0.00 $0.00 WA exercise price WA closing share price WA remaining contractual life WA exercise price of all exercisable options/rights outstanding Outstanding exercisable options/rights Options/ rights expired (629) $0.00 Options/ rights exercised Closing balance 30 Sep 2017 (985,768) 7,113,784 $0.00 $0.00 $29.50 2.4 years $0.00 143,839 This table shows the options/rights over unissued ANZ shares and their related weighted average exercise prices as at the beginning and end of 2016 and the movements during 2016: Opening balance 1 Oct 2015 Options/ rights granted Options/ rights forfeited1 Options/ rights expired Options/ rights exercised Closing balance 30 Sep 2016 Number of options/rights 6,241,157 2,781,648 (1,440,051) $0.07 $0.00 $0.00 WA exercise price WA closing share price WA remaining contractual life WA exercise price of all exercisable options/rights outstanding Outstanding exercisable options/rights – – (1,158,637) 6,424,117 $0.37 $0.00 $25.31 3 years $0.00 163,244 1. Refers to any circumstance where equity can be forfeited (for example on cessation, downward adjustment and performance conditions not met). Of the shares issued as a result of the exercise of options/rights during 2016, 18,062 were issued at an exercise price of $23.71 per share. The balance and those issued in 2017 were issued at a nil exercise price. As at the date of the signing of the Directors’ Report on 2 November 2017: • no options/rights over ordinary shares have been granted since the end of 2017; and • shares issued as a result of the exercise of options/rights since the end of 2017 are 16,489 all with nil exercise prices. 147 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 31. EMPLOYEE SHARE AND OPTION PLANS (continued) Fair Value Assumptions When determining the fair value, we apply the standard market techniques for valuation, including Monte Carlo and/or Black Scholes pricing models. We do so in accordance with the requirements of AASB 2 Share-based Payments. The models take into account early exercise of vested equity, non-transferability and internal/external performance hurdles (if any). The table below shows the significant assumptions we used as inputs into our fair value calculation of instruments granted during the period. We present the values as weighted averages, but the specific values we use for each allocation are the ones we use for the fair value calculation. Exercise price ($) Share closing price at grant date ($) Expected volatility of ANZ share price (%)1 Equity term (years) Vesting period (years) Expected life (years) Expected dividend yield (%) Risk free interest rate (%) Fair value ($) 2017 Deferred Share Rights Performance Rights 2016 Deferred Share Rights Performance Rights 0.00 27.95 24.9 2.3 2.1 2.1 6.49 1.76 24.59 0.00 28.18 25.0 5.0 3.0 3.0 6.46 1.86 13.73 0.00 26.62 20.2 3.9 1.9 1.9 6.28 2.10 23.67 0.00 26.73 20.5 5.0 3.0 3.0 6.28 2.08 9.12 1. Expected volatility represents a measure of the amount by which ANZ’s share price is expected to fluctuate over the life of the 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 deferred 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 rights. SATISFYING EQUITY AWARDS All shares underpinning equity awards may be purchased on market, reallocated or be newly issued shares, or a combination. The equity we purchased on market during the 2017 financial year (either under the ANZ Employee Share Acquisition Plan and the ANZ Share Option Plan, or to satisfy options or rights) for all employees amounted to 2,704,206 shares at an average price of $27.83 per share (2016: 1,344,200 shares at an average price of $26.14 per share). 32. RELATED PARTY DISCLOSURES KEY MANAGEMENT PERSONNEL COMPENSATION Key Management Personnel (KMP) are defined as all directors and those executives who report directly to the CEO: • with responsibility for the strategic direction and management of a major income generating division; or • who control material income and expenses. KMP compensation included within total personnel expenses in Note 3 Operating Expenses is as follows: Short-term benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments Total 1. Prior period includes the former Group CEO and former disclosed executives until the end of their employment. 2017 $'000 21,002 1,046 169 563 14,926 37,706 20161 $'000 21,362 1,216 314 2,418 19,382 44,692 148 ANZ 2017 ANNUAL REPORT 32. RELATED PARTY DISCLOSURES (continued) KEY MANAGEMENT PERSONNEL LOAN TRANSACTIONS Loans made to KMP are made in the ordinary course of business and on normal commercial terms and conditions that are no more favourable than those given to other employees or customers, including: the term of the loan, security required and the interest rate. The aggregate of loans made, guaranteed or secured to KMP, including their related parties, were as follows: Loans advanced1 Interest charged2 2017 $'000 23,950 940 2016 $'000 50,892 2,091 1. Balances are at the balance sheet date (for KMP in office at balance sheet date) and at termination date (for KMP no longer in office at balance sheet date). 2. Interest is for all KMP’s during the period. KEY MANAGEMENT PERSONNEL HOLDINGS OF ANZ SECURITIES KMP, including their related parties, held subordinated debt, shares, share rights and options over shares in the Company directly, indirectly or beneficially as shown below: Shares, options and rights Subordinated debt 1. For KMP that are no longer in office at balance sheet date, the balances are calculated as at their termination date. 2017 Number1 2,233,182 17,152 2016 Number1 4,174,363 15,850 OTHER TRANSACTIONS OF KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES All other transactions with KMP and their related parties are made on terms equivalent to those that prevail in arm’s length transactions. These transactions generally involve providing financial and investment services, including services to eligible international assignees ensuring they are neither financially advantaged nor disadvantaged by their relocation. All such transactions that have occurred with KMP and their related parties have been trivial or domestic in nature. In this context, we disclose only those transactions considered of interest to the users of the financial report in making and evaluating decisions about the allocation of scarce resources. ASSOCIATES We disclose significant associates in Note 25 Investments in Associates. During the course of the financial year, transactions conducted with all associates were on terms equivalent to those made on an arm’s length basis: Amounts receivable from associates Amounts payable to associates Interest income from associates Interest expense to associates Other expenses paid to associates Dividend income from associates Costs recovered from associates 2017 $'000 77,350 2,481 2,817 35 23,078 42,317 748 2016 $'000 59,111 8,409 1,677 77 25,880 94,400 3,105 There have been no material guarantees given or received. No outstanding amounts have been written down or recorded as allowances, as they are considered fully collectible. 149 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 33. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS PROPERTY RELATED 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 commitments1 Due within 1 year Due later than 1 year but not later than 5 years Due later than 5 years Total lease rental commitments1 2017 $m 104 104 1,760 251 2,011 461 1,042 508 2,011 2016 $m 111 111 2,001 218 2,219 486 1,114 619 2,219 1. Total future minimum sublease payments we expect to receive under non-cancellable subleases at 30 September 2017 is $91 million (2016: $114 million). During the year, sublease payments we received amounted to $31 million (2016: $25 million) and were netted against rent expense. CREDIT RELATED COMMITMENTS AND CONTINGENCIES Credit related commitments and contingencies Contract amount of: Undrawn facilities Guarantees and letters of credit Performance related contingencies Total 2017 $m 191,323 20,009 20,830 232,162 2016 $m 207,410 18,056 19,723 245,189 UNDRAWN FACILITIES 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 only partially used, and others may never be used at all. As such, the total of the nominal principal amounts is not necessarily representative of future liquidity risks or future cash requirements. Based on the earliest date on which the Group may be required to pay, the total undrawn facilities of $191,323 million (2016: $207,410 million) mature within 12 months. GUARANTEES, LETTERS OF CREDIT AND PERFORMANCE CONTINGENCIES Guarantees and contingent liabilities relate to transactions that the Group has entered into as principal – including: guarantees, standby letters of credit and documentary letters of credit. Documentary letters of credit involve the Group issuing letters of credit guaranteeing payment in favour of an exporter. They are 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 if the customer fails to fulfil its non-monetary obligations under the contract. To reflect the risk associated with these transactions, we apply the same credit origination, portfolio management and collateral requirements that we apply to loans. The contract amount represents the maximum potential amount that we could lose 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. Based on the earliest date on which the Group may be required to pay, the total guarantees and letters of credit of $20,009 million (2016: $18,056 million) and total performance related contingencies of $20,830 million (2016: $19,723 million) mature within 12 months. 150 ANZ 2017 ANNUAL REPORT 33. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS (continued) OTHER CONTINGENT LIABILITIES As at 30 September 2017, the Group had contingent liabilities in respect of the matters outlined below. Where relevant, expert legal advice has been obtained and, in the light of such advice, provisions and/or disclosures as deemed appropriate have been made. In some instances we have not disclosed the estimated financial impact of the individual items either because it is not practicable to do so or because such disclosure may prejudice the interests of the Group. BANK FEES LITIGATION A litigation funder commenced a class action against the Company in 2010, followed by a second similar class action in March 2013. The applicants contended that certain exception fees (honour, dishonour and non-payment fees on transaction accounts and late payment and over-limit fees on credit cards) were unenforceable penalties and that various of the fees were also unenforceable under statutory provisions governing unconscionable conduct, unfair contract terms and unjust transactions. A further action, limited to late payment fees only, commenced in August 2014. The penalty and statutory claims in the March 2013 class action failed and the claims have been dismissed. The August 2014 action was discontinued in October 2016. The original claims in the 2010 class action have been dismissed. A new claim has been added to the 2010 class action, in relation to the Company’s entitlement to charge certain periodical payment non-payment fees. BENCHMARK/RATE ACTIONS In July and August 2016, class action complaints were brought in the United States District Court against local and international banks, including the Company – one action relating to the bank bill swap rate (BBSW), and one action relating to the Singapore Interbank Offered Rate (SIBOR) and the Singapore Swap Offer Rate (SOR). The class actions are expressed to apply to persons and entities that engaged in US-based transactions in financial instruments that were priced, benchmarked, and/or settled based on BBSW, SIBOR, or SOR. The claimants seek damages or compensation in amounts not specified, and allege that the defendant banks, including the Company, violated US anti-trust laws, anti-racketeering laws, the Commodity Exchange Act, and (in the BBSW case only) unjust enrichment principles. The Company is defending the proceedings. The matters are at an early stage. In February 2017, the South African Competition Commission commenced proceedings against local and international banks including the Company alleging breaches of the cartel provisions of the South African Competition Act in respect of trading in the South African rand. The potential civil penalty or other financial impact is uncertain. The matter is at an early stage. REGULATORY REVIEWS AND CUSTOMER EXPOSURES In recent years there have been significant increases in the nature and scale of regulatory investigations and reviews, enforcement actions (whether by court action or otherwise) and the quantum of fines issued by regulators, particularly against financial institutions both in Australia and globally. The nature of these investigations and reviews can be wide ranging and, for example, currently include a range of matters including responsible lending practices, product suitability, wealth advice, pricing and competition, conduct in financial markets and capital market transactions. During the year, ANZ has received various notices and requests for information from its regulators as part of both industry-wide and ANZ-specific reviews. There may be exposures to customers which are additional to any regulatory exposures. These could include class actions, individual claims or customer remediation or compensation activities. The outcomes and total costs associated with such reviews and possible exposures remain uncertain. 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. CLEARING AND SETTLEMENT OBLIGATIONS Under the following arrangements, the Company has a commitment to comply with rules which could result in a bilateral exposure and loss if a member institution fails to settle: the Australian Payments Clearing Association Limited’s Regulations for the Australian Paper Clearing System, the Bulk Electronic Clearing System, the Issuers and Acquirers Community and the High Value Clearing System (HVCS). The Company’s potential exposure arising from these arrangements is unquantifiable in advance. Under the Austraclear System Regulations (Austraclear), and the CLS Bank International Rules, the Company has a commitment to participate in loss- sharing arrangements if a member institution fails to settle. The Company’s potential exposure arising from these arrangements is unquantifiable in advance. For HVCS and Austraclear, the above obligation arises only in limited circumstances. The Company is a member of various central clearing houses globally, including ASX Clear (Futures), London Clearing House (LCH) SwapClear, Korea Exchange (KRX), Hong Kong Exchange (HKEX) and the Shanghai Clearing House. These memberships allow the Company to centrally clear derivative instruments in line with cross-border regulatory requirements. Common to all of these memberships is the requirement for the Company to make default fund contributions. In the event of a default by another member, the Company could potentially be required to commit additional default fund contributions which are unquantifiable in advance. 151 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 33. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS (continued) PARENT ENTITY GUARANTEES The Company has issued letters of comfort and guarantees in respect of certain subsidiaries in the normal course of business. Under these letters and guarantees, the Company undertakes to ensure that those subsidiaries continue to meet their financial obligations, subject to certain conditions including that the entity remains a controlled entity of the Company. SALE OF GRINDLAYS BUSINESSES On 31 July 2000, the Company 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. The Company 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 liabilities. The issue below has not adversely impacted the reported results. All settlements and penalties to date have been covered within existing provisions. 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 (India). 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. REVOCATION OF DEED OF CROSS GUARANTEE IN RESPECT OF CERTAIN CONTROLLED ENTITIES ASIC class order 98/1418 (as amended) provided relief to a number of wholly owned controlled entities from the requirements for preparation, audit, and lodgement of individual financial statements. Relief was previously granted to the following entities: • ANZ Properties (Australia) Pty Ltd • ANZ Capital Hedging Pty Ltd (in liquidation) • ANZ Funds Pty Ltd • Votraint No. 1103 Pty Limited • ANZ Securities (Holdings) Pty Limited • ANZ Commodity Trading Pty Ltd • ANZ Nominees Pty Limited During the current year, ASIC replaced this class order with a new legislative instrument ASIC Corporations (Wholly owned Companies) Instrument 2016/785. Under the new instrument, APRA regulated companies are not eligible to rely on the ASIC Class Order relief for financial reporting obligations under Part 2M.3 of the Corporations Act 2001 (Cth). As Australia and New Zealand Banking Group Limited is regulated by APRA, the parties to the Deed are no longer able to obtain relief. The Company and the other entities which were party to the deed executed a deed of revocation on 30 March 2017 and lodged that deed with ASIC on 31 March 2017. All companies were released from the Deed of Cross Guarantee by 30 September 2017. CONTINGENT ASSETS NATIONAL HOUSING BANK The Company 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 the Company and NHB. 152 ANZ 2017 ANNUAL REPORT 34. COMPENSATION OF AUDITORS KPMG Australia Audit or review of financial reports Audit-related services1 Non-audit services2 Total3 Overseas related practices of KPMG Australia Audit or review of financial reports Audit-related services1 Non-audit services2 Total Total compensation of auditors 2017 $’000 9,418 4,760 732 14,910 6,263 1,410 10 7,683 22,593 2016 $’000 8,983 4,246 536 13,765 6,332 1,432 21 7,785 21,550 1. Comprises prudential and regulatory services of $4.71 million (2016: $4.13 million), comfort letters $0.72 million (2016: $0.94 million) and other $0.74 million (2016: $0.61 million). 2. The nature of the non-audit services includes general market and regulatory insights, training, controls related assessments, methodology and procedural reviews. Further details are provided in the Directors’ Report. Inclusive of goods and services tax. 3. The Group’s 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 an external auditor. These include regulatory and prudential reviews requested by regulators such as APRA. Any other services that are not audit or audit-related services are non-audit services. The 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 or breach auditor independence. These include consulting advice and subcontracting 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. 153 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 35. EVENTS SINCE THE END OF THE FINANCIAL YEAR On 17 October 2017, the Group announced it had agreed to sell OnePath pensions and investments (OnePath P&I) and aligned dealer groups (ADG) business to IOOF Holdings Limited (IOOF) for $975 million. Completion is expected in the March 2019 half subject to certain conditions including regulatory approvals and the completion of the extraction of the OnePath P&I business from OnePath Life Insurance. The expected accounting loss on sale of ~$120 million is anticipated, however the final gain/loss on sale will be determined at completion and will be impacted by transaction and separation costs, final determination of goodwill to be disposed, other balances and final taxation impacts. On 18 October 2017, the Group announced it had entered into an agreement with its joint venture partner Metropolitan Bank & Trust Company (Metrobank) regarding the sale of its 40% stake in the Philippines based Metrobank Card Corporation (MCC). The Group has agreed to sell one half of its 40% stake in MCC to Metrobank, for US$144 million (A$184 million) expected to settle in late 2017. The Group also entered into a put option to sell its remaining 20% stake to Metrobank, exercisable in the September 2018 half on the same terms and for the same consideration. If exercised, this would deliver a total sale price of US$288 million (A$368 million). The sale is subject to customary regulatory approvals. On 23 October 2017, the Group announced it had reached a confidential in-principle agreement with the Australian Securities and Investments Commission (ASIC) to settle court action in respect of interbank trading and the bank bill swap rate (BBSW). On 30 October 2017, ANZ informed the Court that agreement with ASIC had been concluded. The financial impact to ANZ has been reflected in the financial statements. On 10 November 2017, there will be a hearing to determine whether the court is prepared to make the orders which ANZ and ASIC seek so as to give effect to the settlement. Other than the matters above, there have been no significant events from 30 September 2017 to the date of signing this report. 154 ANZ 2017 ANNUAL REPORT CONSOLIDATED GROUP DIRECTORS' DECLARATION 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 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 Consolidated Entity as at 30 September 2017 and of its performance for the year ended on that date; b) the notes to the financial statements of the Consolidated Entity include a statement that the financial statements and notes of 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; and 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. Signed in accordance with a resolution of the Directors. David M Gonski, AC Chairman 2 November 2017 Shayne C Elliott Director 155 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED REPORT ON THE AUDIT OF THE FINANCIAL REPORT OPINION We have audited the Financial Report of Australia and New Zealand Banking Group Limited (the Company) and the entities it controlled at the year end and from time to time during the financial year (together, the Group). In our opinion, the accompanying Financial Report of the Group is in accordance with the Corporations Act 2001, including: • giving a true and fair view of the Group’s financial position as at 30 September 2017 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises the: • consolidated statement of financial position as at 30 September 2017; • consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the year then ended; • Notes 1 to 35 including a summary of significant accounting policies; and • Directors’ Declaration. BASIS FOR OPINION We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. KEY AUDIT MATTERS The Key Audit Matters we identified are: • Provision for Credit Impairment; • Valuation of Financial Instruments held at Fair Value; and • IT Systems and Controls. Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 156 ANZ 2017 ANNUAL REPORT KEY AUDIT MATTERS (continued) PROVISION FOR CREDIT IMPAIRMENT ($3,798M) Refer to the critical accounting estimates and judgements and disclosures in relation to credit impairment provisioning in Notes 13 and 16 to the Financial Report. The Key Audit Matter The provision for credit impairment is a Key Audit Matter as the Group has significant credit risk exposure to a large number of counterparties across a wide range of lending and other products, industries and geographies. The value of loans and advances on the balance sheet is significant and there is a high degree of complexity and judgement involved for the Group in estimating individual and collective credit impairment provisions against these loans. These features resulted in significant audit effort to address the risks around loan recoverability and the determination of related provisions. How the matter was addressed in our audit Our audit procedures for the individual and collective provision for credit impairment included: Provisions estimated across loan portfolios (individual provision) • Testing the key controls over counterparty risk grading for wholesale loans (larger customer exposures that are monitored individually). We tested the approval of new lending facilities against the Group’s lending policies, the performance of annual loan assessments, and controls over the monitoring of counterparty credit quality. This included testing controls over the identification of exposures showing signs of stress, either due to internal factors specific to the counterparty or external macroeconomic factors, and testing the timeliness of and the accuracy of counterparty risk assessments and risk grading against the requirements of the Group’s lending policies and regulatory requirements; • Performing credit assessments of a sample of wholesale loans managed by the Group’s specialist workout and recovery team assessed as higher risk or impaired, and a sample of other loans, focusing on larger exposures assessed by the Group as showing signs of deterioration, or in areas of emerging risk (assessed against external market conditions). We challenged the Group’s risk grading of the loan, their assessment of loan recoverability and the impact on the credit provision. To do this, we used the information on the Group’s loan file, discussed the case with the loan officer and management, and performed our own assessment of recoverability. This involved using our understanding of relevant industries and the macroeconomic environment, engaging KPMG specialists where required, and comparing assumptions of inputs used by the Group in recoverability assessments to externally sourced evidence, such as commodity prices, publicly available audited financial statements, and comparable external valuations of collateral held; and • For retail loans (smaller customer exposures not monitored individually), testing controls over the systems which record lending arrears, group exposures into delinquency buckets based on the number of days loans are overdue, and calculate individual provisions. We tested automated calculation and change management controls and evaluated the Group’s oversight of the portfolios, with a focus on controls over delinquency statistics monitoring. We tested a sample of the level of provisions held against different loan products based on the delinquency profile and challenged assumptions made in respect of expected recoveries, primarily from collateral held. Provisions estimated across loan portfolios (collective provision) • Testing the Group’s processes to validate the models used to calculate collective provisions, and evaluating the Group’s model methodologies against established market practices and criteria in the accounting standards; • Testing the key controls within IT systems used to calculate the collective provision, specifically those relating to data management and the completeness and accuracy of data transfer from underlying source systems to the collective provision models; • Testing the accuracy of key inputs into models by checking a sample of year-end balances to the general ledger, and repayment history and risk ratings to source systems; • Challenging the key assumptions in the models such as emergence periods, probability of default and loss given default, for a sample of retail and wholesale portfolios. We compared modelled estimates against actual losses incurred by the Group; and • Re-performing, for a sample of retail and wholesale portfolios and using a KPMG-constructed calculation tool, the calculation of collective provisions, to determine the accuracy of model output. We also challenged key assumptions in the components of the Group’s collective provision balance held above modelled provision estimates. This included: • Evaluating inputs to the concentration risk and economic cycle provisions by comparing underlying portfolio characteristics to recent loss experience, current market conditions and specific risks inherent in the Group’s loan portfolios; • Assessing the requirement for other additional provisions by considering model or data deficiencies identified by the Group’s model validation processes; and • Assessing the completeness of additional provisions by checking the consistency of risks identified in the portfolios to their inclusion in the Group’s assessment. 157 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT (continued) KEY AUDIT MATTERS (continued) VALUATION OF FINANCIAL INSTRUMENTS HELD AT FAIR VALUE: - FINANCIAL ASSETS HELD AT FAIR VALUE $213,627M - FINANCIAL LIABILITIES HELD AT FAIR VALUE $110,934M Refer to the critical accounting estimates, judgements and disclosures of fair values in Note 17 to the Financial Report. The Key Audit Matter Financial instruments held at fair value on the Group’s balance sheet include available for sale assets, trading securities, derivative assets and liabilities, investments backing policy liabilities, policy liabilities, certain debt securities, and other assets and liabilities designated as measured at fair value through profit or loss. The instruments are mainly risk management products sold to customers and used by the Group to manage its own interest rate and foreign exchange risk. The valuation of financial instruments held at fair value is considered a Key Audit Matter as: • Financial instruments held at fair value are significant (24% of total assets and 13% of total liabilities); • The significant volume and range of products transacted, in a number of international locations, increases the risk of inconsistencies in transaction management processes that could lead to inaccurate valuation; • Determining the fair value of trading securities and derivatives involves a significant level of judgement by the Group, increasing the risk of error, and adding complexity to our audit. The level of judgement increases where internal models, as opposed to quoted market prices, are used to determine fair value of an instrument, or where inputs to the internal models, such as discount rates and measures of volatility, are not observable; and • The valuation of certain derivatives held by the Group is sensitive to inputs including funding rates, probabilities of default and loss given default, and industry practice is evolving as to how the impact of both funding and credit risk is incorporated within the valuation of certain derivative instruments. This increased our audit effort in this area and necessitated the involvement of valuation specialists. How the matter was addressed in our audit Our audit procedures for the valuation of financial instruments held at fair value included: • Testing access rights and change management controls for key valuation systems; • Testing interface controls, notably the completeness and accuracy of data transfers between transaction processing systems, key systems used to generate valuations and any related valuation adjustments, and the Group’s market risk management and finance systems to identify inconsistencies in transaction management and valuation processes across products and locations; • Testing the governance and approval controls, such as management review and approval of the valuation models, and approval of new products against policies and procedures; • Testing the front office management review and approval of the daily financial instrument trading profit and loss reconciliations prepared by the Group’s independent product control function; • Testing the management review and approval of model construction and validation, aimed at assessing the validity and robustness of underlying valuation models; and • Testing the Group’s data validation controls, such as those over key inputs in generating the fair value to market data where fair values were determined by front office teams. We carried out testing over the valuation of financial instruments with both observable and unobservable inputs. Our specific testing involved valuation specialists and included: • Re-performing the valuation of ‘level 1’ and ‘level 2’ available for sale assets and trading securities, which are primarily government, semi- government and corporate debt securities, by comparing the observable inputs, including quoted prices, to independently sourced market data; • Using independent models, re-calculating the valuation of a sample, across locations, of derivative assets and liabilities where the fair value was determined using observable inputs. This included comparing a sample of observable inputs used in the Group’s derivative valuations to independently-sourced market data, such as interest rates, foreign exchange rates and volatilities; • Where the fair value of derivatives and other financial assets and liabilities were determined using unobservable inputs (‘level 3’ instruments), challenging the Group’s valuation model by testing the key inputs used to comparable data in the market, including the use of proxy instruments and available alternatives. We compared the Group’s valuation methodology to industry practice and the criteria in the accounting standards; and • Evaluating the appropriateness of the Group’s valuation methodology for derivative financial instruments, having regard to current and emerging derivative valuation practices across a range of peer institutions, and against the required criteria in the accounting standards. We tested adjustments made to valuations, particularly funding and credit valuation adjustments on un-collateralised derivatives. In particular, for a sample of individual counterparties, across locations, we tested key inputs to the credit valuation adjustment calculation, including the probability of default, against observable market data. Where proxies were used, we assessed the proxy against available alternatives, across a number of locations. 158 ANZ 2017 ANNUAL REPORT KEY AUDIT MATTERS (continued) IT SYSTEMS AND CONTROLS Refer to the basis of preparation in Note 1 to the Financial Report. The Key Audit Matter As a major Australian bank, the group’s businesses utilise a large number of complex, interdependent Information Technology (IT) systems to process and record a high volume of transactions. Controls over access and changes to IT systems are critical to the recording of financial information and the preparation of a financial report which provides a true and fair view of the Group’s financial position and performance. The IT systems and controls, as they impact the financial recording and reporting of transactions, is a key audit matter and our audit approach could significantly differ depending on the effective operation of the Group’s IT controls. KPMG IT specialists were used throughout the engagement as a core part of our audit team. How the matter was addressed in our audit We tested the control environment for key IT applications (systems) used in processing significant transactions and recording balances in the general ledger. We also tested automated controls embedded within these systems. Our audit procedures included: • Testing the governance controls used by the Group’s technology teams to monitor system integrity, by checking matters impacting the operational integrity of core systems for escalation and action in accordance with the Group’s policies; • Testing the access rights given to staff by checking them to approved records, and inspecting the reports over the granting and removal of access rights. We also looked for evidence of escalation of breaches; • Testing preventative controls designed to enforce segregation of duties between users within particular systems; • Testing the operating effectiveness of automated controls, principally relating to the automated calculation of financial transactions. We tested the inputs used within automated calculations to source data and also tested the accuracy of the calculation logic for a sample of transactions within each identified control; and • Testing the operating effectiveness of automated reconciliation controls, both between systems and intra-system. We checked a sample of identified breaks in reconciliations were recorded on exception reports, and subsequently investigated and cleared by the Group. OTHER INFORMATION Other Information is both financial and non-financial information in Australia and New Zealand Banking Group Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor's Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report, we have nothing to report. RESPONSIBILITIES OF DIRECTORS FOR THE FINANCIAL REPORT The Directors are responsible for: • preparing a Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; • implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and • assessing the Group’s ability to continue as a going concern. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL REPORT Our objective is: • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and • to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_files/ar2.pdf. This description forms part of our Auditor’s Report. 159 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT (continued) REPORT ON THE REMUNERATION REPORT In our opinion, the Remuneration Report of Australia and New Zealand Banking Group Limited for the year ended 30 September 2017, complies with Section 300A of the Corporations Act 2001. DIRECTORS’ RESPONSIBILITIES 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 RESPONSIBILITIES We have audited the Remuneration Report included in pages 36 to 61 of the Directors’ report for the year ended 30 September 2017. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Alison Kitchen Partner Melbourne 2 November 2017 160 ANZ 2017 ANNUAL REPORT SHAREHOLDER INFORMATION - unaudited SHAREHOLDER INFORMATION - UNAUDITED ORDINARY SHARES At 4 October 2017, the twenty largest holders of ANZ ordinary shares held 1,715,161,341 ordinary shares, equal to 58.39% of the total issued ordinary capital. At 4 October 2017 the issued ordinary capital was 2,937,415,327 ordinary shares. Name 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2 J P MORGAN NOMINEES AUSTRALIA LIMITED 3 CITICORP NOMINEES PTY LIMITED 4 NATIONAL NOMINEES LIMITED 5 6 BNP PARIBAS NOMINEES PTY LTD BNP PARIBAS NOMS PTY LTD 7 CITICORP NOMINEES PTY LIMITED 8 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 9 CITICORP NOMINEES PTY LIMITED 10 AMP LIFE LIMITED 11 ARGO INVESTMENTS LIMITED 12 AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED 13 ANZEST PTY LTD 14 IOOF INVESTMENT MANAGEMENT LIMITED 15 ANZEST PTY LTD 16 NAVIGATOR AUSTRALIA LTD 17 NULIS NOMINEES (AUSTRALIA) LIMITED 18 UBS NOMINEES PTY LTD 19 MILTON CORPORATION LIMITED 20 CUSTODIAL SERVICES LIMITED Total Distribution of shareholdings Number of shares % of shares 754,443,958 414,475,575 195,729,817 115,793,028 61,881,970 42,123,456 32,655,318 18,853,278 13,269,878 11,170,377 9,762,275 8,487,710 7,193,627 4,995,561 4,642,186 4,534,684 4,293,990 4,102,750 3,408,473 3,343,430 25.68 14.11 6.66 3.94 2.11 1.43 1.11 0.64 0.45 0.38 0.33 0.29 0.25 0.17 0.16 0.16 0.15 0.14 0.12 0.11 1,715,161,341 58.39 Number of shares 117,870,873 424,343,236 209,804,878 323,396,122 1,862,000,218 % of shares 4.01 14.45 7.14 11.01 63.39 At 4 October 2017 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 289,812 185,809 30,160 16,160 445 522,386 55.48 35.57 5.77 3.09 0.09 100.00 2,937,415,327 100.00 At 4 October 2017: • • the average size of holdings of ordinary shares was 5,623 (2016: 5,374) shares; and there were 11,627 holdings (2016:10,987 holdings) of less than a marketable parcel (less than $500 in value or 18 shares based on the market price of $29.24 per share), which is less than 2.23% of the total holdings of ordinary shares. On 12 May 2017 ANZ was notified by Blackrock Group that it held a substantial shareholding of 148,984,864 ordinary shares in ANZ (5.07%). As at 4 October 2017 ANZ has received no further update in relation to this substantial shareholding. VOTING RIGHTS OF ORDINARY SHARES The Constitution provides for votes to be cast as follows: i) on show of hands, one vote for each shareholder; and ii) on a poll, one vote for every 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) 161 SHAREHOLDER INFORMATION - unaudited (continued) ANZ CONVERTIBLE PREFERENCE SHARES ANZ CPS3 On 28 September 2011 the Company issued convertible preference shares (ANZ CPS3) which were offered pursuant to a prospectus dated 31 August 2011. At 4 October 2017, the twenty largest holders of ANZ CPS3 held 1,463,836 securities, equal to 25.55% of the total issued securities. At 4 October 2017 the total number of CPS3 on issue was 5,728,859. Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 2 J P MORGAN NOMINEES AUSTRALIA LIMITED 3 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 4 CITICORP NOMINEES PTY LIMITED 5 NAVIGATOR AUSTRALIA LTD 6 IOOF INVESTMENT MANAGEMENT LIMITED 7 NULIS NOMINEES (AUSTRALIA) LIMITED 8 9 BNP PARIBAS NOMS PTY LTD SA BUILDING INDUSTRY REDUNDANCY SCHEME 10 AUST EXECUTOR TRUSTEES LTD 11 NETWEALTH INVESTMENTS LIMITED 12 AUST EXECUTOR TRUSTEES LTD 13 TRANBER PTY LTD 14 MADINGLEY NOMINEES PTY LTD 15 G P MARKETING INTERNATIONAL PTY LTD 16 INVIA CUSTODIAN PTY LIMITED 17 SUNSTONE FINANCE PTY LTD 18 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP 19 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 20 PCI PTY LTD Total Distribution of ANZ CPS3 holdings At 4 October 2017 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 310,905 257,168 186,069 171,454 72,798 65,532 62,307 41,485 40,000 34,427 33,582 32,615 32,500 23,776 20,000 17,892 15,809 15,420 15,097 15,000 5.43 4.49 3.25 2.99 1.27 1.14 1.09 0.72 0.70 0.60 0.59 0.57 0.57 0.41 0.35 0.31 0.28 0.27 0.26 0.26 1,463,836 25.55 Number of holders % of holders Number of securities % of securities 8,785 622 39 23 4 92.74 6.57 0.41 0.24 0.04 2,623,845 1,234,986 326,066 618,366 925,596 45.80 21.56 5.69 10.79 16.16 9,473 100.00 5,728,859 100.00 At 4 October 2017 there were 13 holdings (2016:14 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $100.76 per security), which is less than 0.14% of the total holdings of ANZ CPS3. VOTING RIGHTS OF ANZ CPS3 An ANZ CPS3 holder has the right to vote at a meeting of members of the Company in the following circumstances and in no others: on any proposal to reduce the Company’s share capital, other i) 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 the Company; v) on a proposal for the disposal of the whole of the Company’s property, business and undertaking; vi) on any matter during a winding-up of the Company; and vii) on any matter during a period in which a dividend remains unpaid. 162 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 ordinary shares is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010 ANZ 2017 ANNUAL REPORT SHAREHOLDER INFORMATION - UNAUDITED ANZ CAPITAL NOTES ANZ CN1 On 7 August 2013 the Company issued convertible subordinated perpetual notes (ANZ CN1) which were offered pursuant to a prospectus dated 10 July 2013. At 4 October 2017 the twenty largest holders of ANZ CN1 held 2,229,852 securities, equal to 19.91% of the total issued securities. At 4 October 2017 the total number of CN1 on issue was 11,200,000. Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2 NAVIGATOR AUSTRALIA LTD 3 BNP PARIBAS NOMS PTY LTD 4 NETWEALTH INVESTMENTS LIMITED 5 CITICORP NOMINEES PTY LIMITED 6 7 J P MORGAN NOMINEES AUSTRALIA LIMITED IOOF INVESTMENT MANAGEMENT LIMITED 8 NULIS NOMINEES (AUSTRALIA) LIMITED 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 10 NATIONAL NOMINEES LIMITED 11 SERVCORP HOLDINGS PTY LTD 12 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 13 DIMBULU PTY LTD 14 RANDAZZO C & G DEVELOPMENTS PTY LTD 15 MCCUSKER FOUNDATION LTD 16 IOOF INVESTMENT MANAGEMENT LIMITED 17 ADCO CONSTRUCTIONS PTY LTD 18 THORSEN INVESTMENTS PTY LTD 19 NETWEALTH INVESTMENTS LIMITED 20 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP Total Distribution of ANZ CN1 holdings At 4 October 2017 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 466,060 174,335 171,652 152,506 148,984 139,892 138,805 132,123 130,948 114,822 58,325 56,127 50,000 50,000 46,000 42,508 40,000 40,000 39,402 37,363 4.16 1.56 1.53 1.36 1.33 1.25 1.24 1.18 1.17 1.02 0.52 0.50 0.45 0.45 0.41 0.38 0.36 0.36 0.35 0.33 2,229,852 19.91 Number of holders % of holders Number of securities % of securities 14,893 1,379 88 37 10 90.77 8.40 0.54 0.23 0.06 4,962,238 2,856,504 674,837 936,294 1,770,127 44.31 25.50 6.03 8.36 15.80 16,407 100.00 11,200,000 100.00 At 4 October 2017 there were 2 holdings (2016: 3 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $101.739 per security), which is less than 0.01% of the total holdings of ANZ CN1. VOTING RIGHTS OF ANZ CN1 ANZ CN1 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN1 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) 163 SHAREHOLDER INFORMATION - unaudited (continued) ANZ CN2 On 31 March 2014 the Company issued convertible subordinated perpetual notes (ANZ CN2) which were offered pursuant to a prospectus dated 19 February 2014. At 4 October 2017 the twenty largest holders of ANZ CN2 held 3,177,434 securities, equal to 19.74% of the total issued securities. At 4 October 2017 the total number of CN2 on issue was 16,100,000. Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2 3 BNP PARIBAS NOMS PTY LTD IOOF INVESTMENT MANAGEMENT LIMITED 4 NAVIGATOR AUSTRALIA LTD 5 NETWEALTH INVESTMENTS LIMITED 6 JOHN E GILL TRADING PTY LTD 7 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 8 CITICORP NOMINEES PTY LIMITED 9 NULIS NOMINEES (AUSTRALIA) LIMITED 10 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP 11 J P MORGAN NOMINEES AUSTRALIA LIMITED 12 NETWEALTH INVESTMENTS LIMITED 13 LIGHTNINGEDGE PTY LTD 14 NAVIGATOR AUSTRALIA LTD 15 NATIONAL NOMINEES LIMITED 16 CITICORP NOMINEES PTY LIMITED 17 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 18 RAKIO PTY LTD 19 BALLARD BAY PTY LTD 20 JMB PTY LIMITED Total Distribution of ANZ CN2 holdings At 4 October 2017 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 995,997 242,475 203,611 177,416 168,948 165,026 128,480 116,911 116,661 116,577 106,182 102,709 100,000 87,972 65,683 62,588 60,198 60,000 50,000 50,000 6.19 1.51 1.26 1.10 1.05 1.03 0.80 0.73 0.72 0.72 0.66 0.64 0.62 0.55 0.41 0.39 0.37 0.37 0.31 0.31 3,177,434 19.74 Number of holders % of holders Number of securities % of securities 19,818 2,005 134 75 12 89.90 9.10 0.61 0.34 0.05 6,688,783 3,943,840 996,465 1,829,919 2,640,993 41.54 24.50 6.19 11.37 16.40 22,044 100.00 16,100,000 100.00 At 4 October 2017 there were 4 holdings (2016: 3 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $100.76 per security), which is less than 0.02% of the total holdings of ANZ CN2. VOTING RIGHTS OF ANZ CN2 ANZ CN2 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN2 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) 164 ANZ 2017 ANNUAL REPORT SHAREHOLDER INFORMATION - UNAUDITED ANZ CN3 On 5 March 2015 the Company acting through its New Zealand Branch, issued convertible subordinated perpetual notes (ANZ CN3) which were offered pursuant to a prospectus dated 5 February 2015. At 4 October 2017 the twenty largest holders of ANZ CN3 held 1,805,764 securities, equal to 18.61% of the total issued securities. At 4 October 2017 the total number of ANZ CN3 on issue was 9,701,791. Name 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2 LONGHURST MANAGEMENT SERVICES PTY LTD 3 CITICORP NOMINEES PTY LIMITED 4 RAKIO PTY LTD 5 NATIONAL NOMINEES LIMITED 6 JDB SERVICES PTY LTD 7 NETWEALTH INVESTMENTS LIMITED 8 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 9 J P MORGAN NOMINEES AUSTRALIA LIMITED 10 SANDHURST TRUSTEES LTD 11 TRANSFIELD FINANCE PTY LTD 12 BNP PARIBAS NOMINEES PTY LTD 13 THE WALTER AND ELIZA HALL INSTITUTE OF MEDICAL RESEARCH 14 ROOKWOOD GENERAL CEMETERIES RESERVE 15 BNP PARIBAS NOMS PTY LTD 16 NULIS NOMINEES (AUSTRALIA) LIMITED 17 HAWAII INVESTMENTS PTY LTD 18 NAVIGATOR AUSTRALIA LTD 19 MR PAUL WILLIAM BROTCHIE + MR KENNETH FRANCIS WALLACE Number of securities % of securities 419,509 167,000 102,063 100,000 93,356 90,755 89,458 88,903 86,954 75,000 70,600 58,643 50,850 50,000 49,901 49,173 44,250 43,643 40,000 35,706 4.32 1.72 1.05 1.03 0.96 0.94 0.92 0.92 0.90 0.77 0.73 0.60 0.52 0.52 0.51 0.51 0.46 0.45 0.41 0.37 20 NAVIGATOR AUSTRALIA LTD Total Distribution of ANZ CN3 holdings At 4 October 2017 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 11,671 1,143 95 56 3 % of holders 90.00 8.82 0.73 0.43 0.02 12,968 100.00 1,805,764 18.61 Number of securities % of securities 3,969,183 2,442,614 762,597 1,838,825 688,572 9,701,791 40.91 25.18 7.86 18.95 7.10 100.00 At 4 October 2017 there was 1 holding (2016: 2 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $102.361 per security), which is less than 0.01% of the total holdings of ANZ CN3. VOTING RIGHTS OF ANZ CN3 ANZ CN3 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN3 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) 165 SHAREHOLDER INFORMATION - unaudited (continued) ANZ CN4 On 27 September 2016 the Company issued convertible subordinated perpetual notes (ANZ CN4) which were offered pursuant to a prospectus dated 24 August 2016. At 4 October 2017 the twenty largest holders of ANZ CN4 held 3,747,498 securities, equal to 23.10% of the total issued securities. At 4 October 2017 the total number of ANZ CN4 on issue was 16,220,000. Name 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2 CITICORP NOMINEES PTY LIMITED 3 NATIONAL NOMINEES LIMITED 4 5 J P MORGAN NOMINEES AUSTRALIA LIMITED IOOF INVESTMENT MANAGEMENT LIMITED 6 NAVIGATOR AUSTRALIA LTD 7 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 8 BNP PARIBAS NOMS PTY LTD 9 NETWEALTH INVESTMENTS LIMITED 10 NULIS NOMINEES (AUSTRALIA) LIMITED 11 JMB PTY LIMITED 12 DIMBULU PTY LTD 13 RANDAZZO C & G DEVELOPMENTS PTY LTD 14 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP 15 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 16 MUTUAL TRUST PTY LTD 17 NATIONAL NOMINEES LIMITED 18 MR PHILIP WILLIAM DOYLE 19 ZW 2 PTY LTD 20 V S ACCESS PTY LTD Total Distribution of ANZ CN4 holdings At 4 October 2017 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 1,037,081 349,144 334,338 299,934 229,872 182,447 174,682 154,450 149,830 123,294 100,600 100,000 78,500 69,930 68,908 66,093 63,150 60,000 55,868 49,377 6.39 2.15 2.06 1.85 1.42 1.13 1.08 0.95 0.92 0.76 0.62 0.62 0.48 0.43 0.43 0.41 0.39 0.37 0.34 0.30 3,747,498 23.10 Number of holders % of holders Number of securities % of securities 17,600 1,875 153 74 11 89.28 9.51 0.78 0.38 0.05 6,109,246 4,019,110 1,129,872 1,826,100 3,135,672 37.66 24.78 6.97 11.26 19.33 19,713 100.00 16,220,000 100.00 At 4 October 2017 there were 5 holdings (2016: 4 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $106.63 per security), which is less than 0.03% of the total holdings of ANZ CN4. VOTING RIGHTS OF ANZ CN4 ANZ CN4 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN4 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) 166 ANZ 2017 ANNUAL REPORT SHAREHOLDER INFORMATION - UNAUDITED ANZ CN5 On 28 September 2017 the Company issued convertible subordinated perpetual notes (ANZ CN5) which were offered pursuant to a prospectus dated 24 August 2017. At 4 October 2017 the twenty largest holders of ANZ CN5 held 1,748,634 securities, equal to 18.78% of the total issued securities. At 4 October 2017 the total number of ANZ CN5 on issue was 9,310,782. Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2 NULIS NOMINEES (AUSTRALIA) LIMITED 3 NAVIGATOR AUSTRALIA LTD 4 DIMBULU PTY LTD 5 LONGHURST MANAGEMENT SERVICES PTY LTD 6 CITICORP NOMINEES PTY LIMITED 7 8 9 BNP PARIBAS NOMS PTY LTD JMB PTY LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED 10 NETWEALTH INVESTMENTS LIMITED 11 EASTCOTE PTY LTD 12 FEDERATION UNIVERSITY AUSTRALIA 13 RANDAZZO C & G DEVELOPMENTS PTY LTD 14 KAPTOCK PTY LTD 15 NETWEALTH INVESTMENTS LIMITED 16 MR RONALD MAURICE BUNKER 17 G C F INVESTMENTS PTY LTD 18 IOOF INVESTMENT MANAGEMENT LIMITED 19 SIR MOSES MONTEFIORE JEWISH HOME 20 AUSTRALIAN EXECUTOR TRUSTEES LIMITED Total Distribution of ANZ CN5 holdings At 4 October 2017 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 622,450 86,411 86,065 85,000 83,246 81,655 80,696 70,000 68,352 59,198 50,000 50,000 50,000 48,745 44,299 40,000 39,861 37,979 33,000 31,677 6.68 0.93 0.92 0.91 0.89 0.88 0.87 0.75 0.73 0.64 0.54 0.54 0.54 0.52 0.48 0.43 0.43 0.41 0.35 0.34 Number of holders 11,145 1,111 65 56 1 % of holders 90.04 8.97 0.53 0.45 0.01 1,748,634 18.78 Number of securities % of securities 3,913,396 2,502,479 495,299 1,777,158 622,450 42.03 26.88 5.32 19.09 6.68 12,378 100.00 9,310,782 100.00 At 4 October 2017 there were no holdings of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $101.82 per security). VOTING RIGHTS OF ANZ CN5 ANZ CN5 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN5 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010) 167 SHAREHOLDER INFORMATION - unaudited (continued) 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. Citibank Shareholder Services is the Depositary for the Company’s ADR program in the United States. Holders of the Company’s ADRs should deal directly with Citibank Shareholder Services 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 Citibank Shareholder Services representative, please call 1-877-CITI- ADR (1-877-248-4237) if you are calling from within the United States. If you are calling from outside the United States, please call 1-781-575-4555. You may also send an e-mail inquiry to citibank@shareholders-online.com or visit the website at citi.com/adr. EMPLOYEE SHAREHOLDER INFORMATION 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 2017 participants under the following plans/schemes held 0.87% (2016: 1.01%) 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; and • ANZ Directors’ Share 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 Exchange. The Group’s other stock exchange listings include: • Australian Securities Exchange – ANZ Convertible Preference Shares (ANZ CPS3), ANZ Capital Notes (CN1, CN2, CN3, CN4 and CN5), ANZ Capital Securities, senior debt (including covered bonds) and subordinated debt (including ANZ Subordinated Notes) [Australia and New Zealand Banking Group Limited], and residential mortgage backed securities; • 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 – Perpetual subordinated debt [Australia and New Zealand Banking Group Limited]; • New Zealand Exchange – ANZ NZ Capital Notes, senior debt and perpetual callable subordinated notes [ANZ Bank New Zealand Limited]; • SIX Swiss Exchange – Senior debt (including covered bonds) [Australia and New Zealand Banking Group Limited and ANZ New Zealand (Int’l) Limited]; and • Taipei Exchange – Senior debt [Australia and New Zealand Banking Group Limited]. For more information on the ANZ Convertible Preference Shares, ANZ Capital Notes, ANZ Capital Securities and ANZ NZ Capital Notes please refer to Note 15 to the Financial Report. 168 ANZ 2017 ANNUAL REPORT GLOSSARY GLOSSARY AASs – Australian Accounting Standards. AASB – Australian Accounting Standards Board. The term “AASB” is commonly used when identifying AASs issued by the AASB. In doing so, the term is used together with the AAS number. ADI – Authorised Deposit-taking Institution. APRA – Australian Prudential Regulation Authority. APS – ADI Prudential Standard. BCBS – Basel Committee on Banking Supervision. Cash profit is an additional measure of profit which is prepared on a basis other than in accordance with accounting standards. Cash profit represents ANZ’s preferred measure of the result of the ongoing business activities of the Group, enabling readers to assess Group and Divisional performance against prior periods and against peer institutions. To calculate cash profit, the Group excludes non-core items from statutory profit as noted 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. gains or losses included in earnings arising from changes in tax, legal or 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. 4. Cash profit is not a measure of cash flow or profit determined on a cash accounting basis. Collective provision is the provision for credit losses that are inherent in the portfolio but not able to be individually identified. A collective provision is only recognised when a loss event has 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 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. Customer deposits represent term deposits, other deposits bearing interest, deposits not bearing interest and borrowing corporations debt excluding securitisation deposits. Dividend payout ratio is the total ordinary dividend payment divided by profit attributable to shareholders of the Company, adjusted for the amount of preference share dividends paid. Fair value is an amount at which an asset or liability could be exchanged between knowledgeable and willing parties in an arm’s length transaction. Gross loans and advances (GLA) is made up of loans and advances, acceptances and capitalised brokerage/mortgage origination fees less unearned income. 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 loans comprise drawn facilities where the customer’s status is defined as impaired. Individual provision 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 flows over the lives of those financial instruments. Interest rate risk in the banking book (IRRBB) relates to the potential adverse impact of changes in market interest rates on ANZ’s future net interest income. The risk generally arises from: 1. Repricing and yield curve risk - the risk to earnings or market value as a result of changes in the overall level of interest rates and/or the relativity of these rates across the yield curve; 2. Basis risk - the risk to earnings or market value arising from volatility in the interest margin applicable to banking book items; and 3. Optionality risk - the risk to earnings or market value arising from the existence of stand-alone or embedded options in banking book items. Internationally comparable ratios are ANZ’s interpretation of the regulations documented in the Basel Committee publications; “Basel lll: A global regulatory framework for more resilient banks and banking systems” (June 2011) and “International Convergence of Capital Measurement and Capital Standards” (June 2006). They also include differences identified in APRA’s information paper entitled International Capital Comparison Study (13 July 2015). Net interest margin is net interest income as a percentage of average interest earning assets. Credit risk weighted assets represent assets which are weighted for credit risk according to a set formula contained within APS 112/113. Net loans and advances represent gross loans and advances less provisions for credit impairment. Credit valuation adjustment (CVA) – Over the life of a derivative instrument, ANZ uses a CVA model to adjust fair value to take into account the impact of counterparty credit quality. The methodology calculates the present value of expected losses over the life of the financial instrument as a function of probability of default, loss given default, expected credit risk exposure and an asset correlation factor. Impaired derivatives are also subject to a CVA. Net tangible assets equal share capital and reserves attributable to shareholders of the Company less preference share capital and unamortised intangible assets (including goodwill and software). Regulatory deposits are mandatory reserve deposits lodged with local central banks in accordance with statutory requirements. 169 GLOSSARY (continued) 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 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. Return on average assets calculated as the profit attributable to shareholders of the Company, adjusted for the amount of preference share dividends paid, divided by average total assets. Return on average ordinary equity calculated as the profit attributable to shareholders of the Company, adjusted for the amount of preference share dividends paid, divided by average ordinary shareholders’ equity. Regulatory deposits are mandatory reserve deposits lodged with local central banks in accordance with statutory requirements. Risk weighted assets (RWA) – Assets (both on and off-balance sheet) are risk weighted according to each asset’s inherent potential for default and what the likely losses would be in the case of default. In the case of non asset backed risks (i.e. market and operational risk), RWA is determined by multiplying the capital requirements for those risks by 12.5. Settlement balances owed to / by ANZ represent financial assets and/or liabilities which are in the course of being settled. These may include trade dated assets and liabilities, nostro/vostro accounts and securities settlement accounts. 170 ANZ 2017 ANNUAL REPORT 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: Simon Pordage 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 www.shareholder.anz.com Group General Manager Investor Relations: Jill Campbell CORPORATE AFFAIRS: Level 10, 833 Collins Street Docklands VIC 3008 Australia Telephone: +61 3 8654 3276 Email: gerard.brown@anz.com Group General Manager Corporate Affairs: Gerard Brown SHARE REGISTRAR: AUSTRALIA Computershare Investor Services Pty Ltd GPO Box 2975 Melbourne VIC 3001 Telephone within Australia: 1800 11 33 99 International Callers: +61 3 9415 4010 Facsimile: +61 3 9473 2500 anzshareregistry@computershare.com.au Austraclear Services Limited 20 Bridge Street Sydney NSW 2000 Telephone: +61 8298 8476 LUXEMBOURG Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg Luxembourg Telephone: +352 4 21 22 1 NEW ZEALAND Computershare Investor Services Limited Private Bag 92119 Auckland 1142 Telephone: 0800 174 007 Facsimile: +64 9 488 8787 UNITED KINGDOM Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Telephone: +44 870 702 0000 Facsimile: +44 870 703 6101 UNITED STATES Citibank Shareholder Services P.O. Box 43077 Providence Rhode Island 02940-3077 Callers outside USA: +1-781-575-4555 Callers within USA (toll free): +1-877-248-4237 (+1-877-CITI-ADR) Email: citibank@shareholders-online.com www.citi.com/adr The Bank of New York Mellon 101 Barclay Street, Floor 7E New York, NY 10286 Telephone: +1 212 815 5811 Deutsche Bank Trust Company Americas 60 Wall Street, Mailstop NYC 60-1630 New York, NY 10005 Telephone: +1 212 250 2500 MORE INFORMATION General Information on ANZ can be obtained from our website: anz.com. Shareholders can visit our Shareholder Centre at shareholder.anz.com. ANZ Corporate Governance: For information about ANZ’s approach to Corporate Governance and to obtain copies of ANZ’s Constitution, Board/Board Committee Charters, Codes of Conduct and Ethics and summaries of other ANZ policies of interest to shareholders and stakeholders, visit anz.com/governance. Australia and New Zealand Banking Group Limited ABN 11 005 357 522. This Annual Report has been prepared for Australia and New Zealand Banking Group Limited (“the Company”) together with its subsidiaries which are variously described as: “ANZ”, “Group”, “ANZ Group”, “the Bank”, “us”, “we” or “our”. FTSE4Good shareholder.anz.com Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522. ANZ’s colour blue is a trade mark of ANZ. A N Z 2 0 1 7 A N N U A L R E P O R T

Continue reading text version or see original annual report in PDF format above