Bénéteau
Annual Report 2017

Plain-text annual report

Annual Financial Report 2017 Annual Financial Report 2017 A Table of contents Section 1 Directors’ Report Operating and Financial Report Remuneration Report Section 2 Financial Statements Directors’ Declaration Independent Auditor’s Report Section 3 Additional Information 2 11 25 48 120 121 129 Annual Financial Report 2017 1 Contact us Bendigo and Adelaide Bank Limited ABN 11 068 049 178 Registered head office The Bendigo Centre 22-44 Bath Lane Bendigo VIC Australia 3550 Telephone: 1300 236 344 +61 3 5445 0666 (if calling from overseas) Shareholder enquiries Share Registry 1800 646 042 Email: share.registry@bendigoadelaide.com.au Becoming an eShareholder Want to reduce paper and recieve this document electronically? You can become an eShareholder simply by registering your mobile number and email address at www.bendigoadelaide.com. au. As an eShareholder you will have ready access to important dates, current shareholder publications and the Company’s latest announcements. Front cover – The front cover image was captured at the “Be the Change” filming. Photographed at the Clifton Hill/North Fitzroy Community Bank® branch, “Be the Change” shows that our customers create change every day. A change for good. A change for better. And this change has a real and positive impact on people and communities right across Australia. B Annual Financial Report 2017 Directors’ Report The Directors of Bendigo and Adelaide Bank Limited (the “Bank”) present their report together with the financial report of the Bank and the Consolidated Entity (the “Group”) for the year ended 30 June 2017. Directors’ information The names and details of the Directors in office during the financial year and as at the date of this report are as follows. Robert Johanson Chair, Independent BA, LLM (Melb), MBA (Harvard), 66 years Mike Hirst Managing Director, non independent BCom (Melb), SFFin, MAICD, 59 years Term of office: Robert has been a Director of the Bank for 29 years. He was appointed Chairman in 2006. Group and joint venture directorships: Rural Bank Limited and Homesafe Solutions Pty Limited (Chair) Skills, experience and expertise: Robert has experience in banking and financial services and expertise in corporate strategy, capital management, risk management and mergers and acquisitions. He has over 35 years’ experience in providing corporate advice on capital market transactions to a wide range of public and private companies. Board committees: Governance & HR and Technology & Change Term of office: Mike was appointed as Managing Director and Chief Executive Officer of the Bank in 2009. Skills, experience and expertise: Mike joined the Group in 2001. Mike has extensive experience in banking, treasury, funds management and financial markets, including previous senior executive and management positions with Colonial Limited, Chase AMP Bank Limited and Westpac Banking Corporation. Board committees: Mike has a standing invitation to attend meetings of all Board committees. He is not a member of these Board committees. Other director and memberships (including directorships of other listed companies for the previous three years): Chairman, Australia India Institute and MBD Energy Limited Director, Robert Salzer Foundation Limited, NeuClone Limited and Grant Samuel Group Pty Limited. Group and joint venture directorships: Rural Bank Limited Other director and memberships (including directorships of other listed companies for the previous three years): Member, Business Council of Australia and Financial Sector Advisory Council Deputy Chairman, Australian Bankers’ Association Council Acting Chairman, Racing Victoria Limited Member, MasterCard (Asia Pacific) Advisory Board. Directors’ information continued Jan Harris Independent BEc (Hons), 58 years Jim Hazel Independent BEc, SFFin, FAICD, 66 years Jacqueline Hey, Independent BCom (Melb), Graduate Certificate in Management (Southern Cross University), GAICD, 51 years Robert Hubbard, Independent BA (Hons) Accy, FCA, 58 years Term of office: Jan joined the Board in February 2016. Group and joint venture directorships: Rural Bank Limited Skills, experience and expertise: Jan has had a distinguished career in the Australian public service with broad experience in public and regulatory policy development, economics and governance. Jan has had senior roles in the Department of the Treasury and the Department of the Prime Minister and Cabinet, including as Deputy Secretary of the Treasury. Board committees: Member of Risk and Audit Other director and memberships (including directorships of other listed companies for the previous three years): External Member, Audit and Risk Committee of the Australian Security Intelligence Organisation Member (part-time), International Air Services Commission. Term of office: Jim joined the Board in March 2010. Skills, experience and expertise: Jim is a professional public company Director who has had an extensive career in banking and finance, including in the regional banking industry. Board committees: Chair of Risk and member of Credit and Technology & Change Group and joint venture directorships: Rural Bank Limited Other director and memberships (including directorships of other listed companies for the previous three years): Chairman, Ingenia Communities Group Limited (ASX listed, period: June 2012 to present) Director, Centrex Metals Limited (ASX listed, period: 2010 to present), Impedimed Limited (ASX listed, period: 2007 to March 2016), Adelaide Football Club Limited, Coopers Brewery Limited and Council Member of the University of South Australia. Term of office: Jacquie joined the Board in July 2011. Group and joint venture directorships: Rural Bank Limited Skills, experience and expertise: Jacquie has experience in information technology, telecommunications and marketing, including as CEO/Managing Director of Ericsson in the UK and in Australia. Jacquie worked with Ericsson for more than 20 years in leadership roles in Australia, Sweden, the UK and the Middle East. Board committees: Chair of Technology & Change and member of Governance & HR and Credit Other director and memberships (including directorships of other listed companies for the previous three years): Director, Qantas Airways Limited (ASX listed, period: August 2013 to present), Australian Foundation Investment Company Limited (ASX listed, period: July 2013 to present), AGL Energy Limited (ASX listed, period: March 2016 to present) Cricket Australia and Melbourne Business School. Term of office: Rob joined the Board in April 2013. Group and joint venture directorships: Rural Bank Limited Skills, experience and expertise: Rob is an accountant based in Queensland. He was a partner of PricewaterhouseCoopers for 22 years practising in the areas of corporate advice and audit. Rob is now a professional Non- executive Director. Board committees: Chair of Audit and member of Risk Other director and memberships (including directorships of other listed companies for the previous three years): Chairman, Orocobre Limited (ASX and TSX listed, period: November 2012 to present) and Central Petroleum Limited (ASX listed, period: December 2013 to present). Director, Primary Health Care Limited (ASX listed, period: December 2014 to present). 2 Annual Financial Report 2017 Annual Financial Report 2017 3 Directors’ information continued Principal activities State of affairs David Matthews Independent Dip BIT, GAICD, 59 years Deb Radford Independent BEc, Graduate Diploma Finance & Investment, 61 years Tony Robinson Independent BCom (Melb), ASA, MBA (Melb), 59 years Term of office: David joined the Board in March 2010. Skills, experience and expertise: David operates a farm and grain export business based in the Wimmera region of Victoria and is involved in a number of agricultural industry bodies. David also chaired the first Community Bank® company in Rupanyup and Minyip. Board committees: Member of Credit and Audit Group and joint venture directorships: Rural Bank Limited and Member of the Community Bank® National Council. Other director and memberships (including directorships of other listed companies for the previous three years): Director, Pulse Australia, Australian Grain Technologies, Rupanyup/Minyip Finance Group Limited. Term of office: Deb joined the Board in February 2006. Group and joint venture directorships: Rural Bank Limited Skills, experience and expertise: Deb has over 25 years’ experience in the banking industry with both international and local banks. Deb also worked in the Victorian State Treasury, and ran her own consulting business advising the government on commercial transactions. Board committees: Chair of Credit and member of Technology & Change and Governance & HR Term of office: Tony joined the Board in April 2006. Skills, experience and expertise: Tony has many years’ experience in financial services, particularly wealth management and insurance. Tony’s previous roles include CEO of Centrepoint Alliance Limited, IOOF Holdings Limited and OAMPS Limited. Board committees: Chair of Governance & HR and member of Risk and Audit Group and joint venture directorships: Rural Bank Limited and Sandhurst Trustees Limited Other director and memberships (including directorships of other listed companies for the previous three years): Director, SMS Management & Technology Limited (ASX listed, period: September 2013 to November 2016) Council Member of La Trobe University. Other director and memberships (including directorships of other listed companies for the previous three years): Chairman, TasFoods Limited (ASX listed, period: June 2014 to present) and Primary Opinion Limited (ASX listed, period: November 2015 to present). Director, Pacific Current Group Limited (ASX listed, period: August 2015 to present), and PSC Insurance Group Limited (ASX listed, period: September 2015 to present), and Investors Mutual Limited. The principal activities of the Group during the financial year were the provision of a broad range of banking and other financial services including residential, business, rural and consumer lending, deposit-taking, payments services, wealth management and superannuation, treasury and foreign exchange services. There was no significant change in the nature of the activities during the year. In the opinion of the Directors there have been no significant changes in the state of affairs of the Group during the financial year. Information on events and matters that affected the Group’s state of affairs is presented in the Operating and Financial Review section of this report. After balance date events Operating results Information on the Group’s operating results for the financial year are contained in the Operating and Financial Review section of this report. Dividends The Directors announced on 14 August 2017 a fully franked final dividend of 34 cents per fully paid ordinary share. The final dividend is payable on 29 September 2017. The proposed payment is expected to amount to $158.4 million. The following fully franked dividends were paid by the Bank during the year on fully paid ordinary shares: • A final dividend for the 2016 financial year of 34 cents per share, paid on 30 September 2016 (amount paid: $155.1 million); and • An interim dividend for the 2017 financial year of 34 cents per share, paid on 31 March 2017 (amount paid: $156.3 million). Further details on the dividends provided for or paid during the 2017 financial year on the Bank’s ordinary and preference shares are provided at Note 7 Dividends of the Financial Statements. Review of operations An analysis of the Group’s operations for the financial year and the results of those operations, including the financial position, business priorities and prospects, is presented in the Operating and Financial Review section of this report. The Bank declared a final dividend of 34 cents per ordinary share on 14 August 2017. The Directors are not aware of any other matter or circumstance which arose since the end of the financial year to the date of this report that has significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years. Future developments Disclosure of information relating to major developments in the operations of the Group and the expected results of those operations in future financial years, which, in the opinion of the Directors, will not unreasonably prejudice the interests of the Group, is included in the Operating and Financial Review section of this report. Rounding of amounts Pursuant to Australian Securities & Investments Commission Class Order 98/100 (as amended) and pursuant to section 341 (1) of the Corporations Act 2001, the amounts in this report, unless otherwise indicated, have been rounded to the nearest million dollars. The Bank is an entity to which the Class Order applies. 4 Annual Financial Report 2017 Annual Financial Report 2017 5 Meetings of Directors Directors’ interests continued Environmental Regulation Information on Board and committee meeting attendance for the year is presented in the following table: Director Board Audit Committee Credit Committee Risk Committee Governance & HR Committee Technology & Change Committee Meetings during the year Robert Johanson Jan Harris Jim Hazel Jacquie Hey Mike Hirst Robert Hubbard David Matthews Deb Radford Tony Robinson A 17 17 17 17 17 17 17 17 17 B 16 17 16 16 17 17 17 16 17 A 8 8 8 8 B 8 8 8 8 A 6 6 6 6 B 5 6 6 6 A 6 6 6 6 B 6 5 6 6 A 4 4 4 4 B 4 4 3 4 A 5 5 5 B 5 4 5 5 5 A = Number eligible to attend B = Number attended Directors’ interests in Equity The relevant interest of each Director in shares in the Bank and in units of registered schemes made available by a related body corporate at the date of this report are as follows: Director Robert Johanson Mike Hirst 1 Jan Harris Jim Hazel Jacquie Hey Robert Hubbard David Matthews Deb Radford Tony Robinson Ordinary Shares No. 218,169 715,689 1,000 26,128 11,378 11,775 30,959 1,900 33,140 Preference Shares No. Performance Rights No. Sandhurst Cash Common Fund ($) 2 - - - - 250 - - 3,190 - - 76,219 - - - - - - - 476 - - - - - - - - 1 Ordinary shares includes 50,000 shares issued under the Bendigo Employee Share Ownership Plan and deferred shares issued under the Employee Salary Sacrifice, Deferred Share and Performance Share Plan. 2 Being a relevant interest in a managed investment scheme made available by Sandhurst Trustees Limited, a subsidiary of the Bank. The Directors have disclosed interests in organisations not related to the Group and accordingly are regarded as having an interest in any contract or proposed contract that may be made between the Bank and any of the specified external organisations. Share Options and Rights There were no options over unissued ordinary shares at the start of the financial year and no options to acquire ordinary shares in the Bank were issued during or since the end of the financial year. Performance rights (“rights”) to ordinary shares in the Bank are issued by the Bank under the Employee Salary Sacrifice, Deferred Share and Performance Share Plan (“Plan”). Each right represents an entitlement to one fully paid ordinary share in the Bank, subject to certain conditions. During or since the end of the financial year the Bank granted 378,759 rights (2016: 175,373). This included 215,700 rights granted to key management personnel. There have been no grants of rights to Non-executive Directors. As at the date of this report there are 704,773 rights that are exercisable or may become exercisable at a future date under the Plan. The last date for the exercise of the rights ranges between 30 June 2018 and 30 June 2020. During or since the end of the financial year no rights vested (2016: nil) and no new fully paid ordinary shares have been issued by the Bank during or since the end of the financial year as a result of rights being exercised. For the period 1 July 2017 to the date of this report, no rights have lapsed. Further details of Key Management Personnel equity holdings during the financial year are detailed in the 2017 Remuneration Report. Corporate Governance An overview of the Bank’s corporate governance structures and practices is presented in the 2017 Corporate Governance Statement available from the Bank’s website at www.bendigoadelaide.com.au/public/corporate_governance/ The Bank confirms it has followed the ASX Corporate Governance Council’s Principles and Recommendations (3rd edition) during the 2017 financial year. The Group endeavours to conduct its operations in a manner that minimises its impact on the environment. Information on the Group’s environmental performance and activities to manage the Group’s environmental impact are provided in the 2017 Annual Review which is available from the Group’s website. The Group’s operations are not subject to any significant environmental regulations under either Commonwealth or State legislation. However, the Board believes that the Group has adequate systems in place for the management of its environmental requirements and is not aware of any breach of any environmental requirement. The Group is not subject to the Federal Government’s National Greenhouse and Energy Reporting (NGER) Scheme which requires controlling corporations to report annually on greenhouse gas emissions, energy production and energy consumption, if they exceed certain threshold levels. Whilst not required to report under the Scheme, the Group does measure and monitor its greenhouse gas emissions and has voluntarily reported these emissions since 2011 to the Carbon Disclosure Project. Indemnification of Officers The Bank’s Constitution provides that the Bank is to indemnify, to the extent permitted by law, each officer of the Bank against liabilities (including costs, charges, losses, damages, expenses, penalties and liabilities of any kind including, in particular, legal costs incurred in defending any proceedings or appearing before any court, tribunal, government authority or other body) incurred by an officer in or arising out of the conduct of the business of the Bank or arising out of the discharge of the officer’s duties. As provided under the Bank’s Constitution, the Bank has entered into deeds providing for indemnity, insurance and access to documents for each of its Directors. The Bank has also entered into deeds providing for indemnity and insurance for each Executive Committee member and the Company Secretary as well as deeds providing for indemnity, insurance and access to documents for each Director of a subsidiary. The deeds require the Bank to indemnify, to the extent permitted by law, the officers for all liabilities (including costs, charges, losses, damages, expenses, penalties and liabilities of any kind) incurred in their capacity as an officer of the relevant company. 6 Annual Financial Report 2017 Annual Financial Report 2017 7 Indemnification of Auditor To the extent permitted by law and professional regulations, the Bank has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against all claims by third parties and resulting liabilities, losses, damages, costs and expenses (including reasonable external legal costs) arising from the audit engagement including any negligent, wrongful or wilful act or omission by the Bank. The indemnity does not apply to any loss resulting from Ernst & Young’s negligent, wrongful or wilful acts or omissions. No payment has been made under this indemnity to Ernst & Young during or since the financial year end. Insurance of Directors and Officers During or since the financial year end, the Bank has paid premiums to insure certain officers of the Bank and its related bodies corporate. The officers of the Bank covered by the insurance policy include the Directors, the Company Secretary and Directors and Company Secretaries of controlled entities who are not Directors or Company Secretaries of the Bank. The policy also covers officers who accept external directorships as part of their responsibilities with the Bank. The insurance does not provide cover for the external auditor of the Bank or related bodies corporate of the Bank. Disclosure of the nature of the liability and the amount of the premium is prohibited by the confidentiality clause of the contract of insurance. Company Secretary William Conlan, LL.B (Melb), GradDip Applied Finance and Investment Mr Conlan was appointed as Company Secretary of the Bank in 2011, having worked with the Bank for almost 10 years in strategy, capital management and compliance. Mr Conlan is a practising lawyer and prior to commencing employment with the Bank, worked as a lawyer in Melbourne. Declaration by Chief Executive Officer and Chief Financial Officer The Managing Director and Chief Financial Officer have provided the required declarations to the Board in accordance with section 295A of the Corporations Act 2001 and recommendation 4.2 of the ASX Corporate Governance Principles and Recommendations in relation to the financial records and financial statements. The Managing Director and Chief Financial Officer also provided declarations to the Board, consistent with the declarations under section 295A of the Corporations Act 2001 and recommendation 4.2 of the ASX Corporate Governance Principles and Recommendations, in relation to the financial statements for the half year ended 31 December 2016. To support the declaration, a formal risk management and financial statement due diligence and verification process, including attestations from senior management, is conducted. This assurance is provided each six months in conjunction with the Bank’s half year and full year financial reporting obligations. The statements are made on the basis that they provide a reasonable but not absolute level of assurance and do not imply a guarantee against adverse circumstances that may arise in future periods. Auditor Independence and Non-audit Services The Audit Committee has conducted an assessment of the independence of the external auditor for the year ended 30 June 2017. The assessment was conducted on the basis of the Bank’s audit independence policy and the requirements of the Corporations Act 2001. The assessment included a review of non-audit services provided by the auditor and an assessment of the independence declaration issued by the external auditor for the year ended 30 June 2017. A copy of the auditor’s independence declaration is presented at the end of this section. Non-Audit Services Non-audit services are those services paid or payable to the Group’s external auditor, Ernst & Young (Australia), which do not relate to Group statutory audit engagements. In its capacity as the Group’s external auditor, Ernst & Young is periodically engaged to provide assurance services to the Group in accordance with Australian Auditing Standards. All assignments are subject to engagement letters in accordance with Australian Auditing Standards. They include audit services required for regulatory and prudential purposes and the amounts shown are GST exclusive. The Audit Committee has reviewed the nature and scope of the above non-audit services provided by the external auditor. In doing so, the Audit Committee has confirmed that the provision of those services is consistent with the audit independence policy and compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. This confirmation was provided to, and accepted by, the full Board. This assessment was made on the basis that the non-audit services performed did not represent the performance of management functions or the making of management decisions, nor were the dollar amounts of the non-audit fees considered sufficient to impair the external auditor’s independence. Details of all non-audit services for the year ended 30 June 2017: (a) Assurance related fees (Regulatory) Service Category Fees $ Entity AFSL audits, APS 310 and APS 910 audits 238,741 Bendigo and Adelaide Bank Limited AFSL audit, APS 310 and APS 910 audits 83,875 Rural Bank Limited Euro Medium Term Note Program Sub-total: Audit related fees (Regulatory) 30,906 353,522 Bendigo and Adelaide Bank Limited (b) Audit related fees (Non-regulatory) In its capacity as the Group’s external auditor, Ernst & Young is periodically engaged to provide assurance and related services not required by statute or regulation but are reasonably related to the performance of the audit or review of the Group’s financial statements which are traditionally performed by the external auditor. The amounts shown are GST exclusive. Service Category Fees $ Entity Bendigo and Adelaide Bank Limited Bendigo and Adelaide Bank Limited Bendigo and Adelaide Bank Limited Securitisation Trusts Alliance Bank Revenue Share Model Subordinated Note Issuance Basel II advanced accreditation program 20,400 13,260 29,600 Securitisation Trusts 169,805 Sub-total: Assurance related fees (Non-regulatory) Total: non-assurance services 233,065 586,587 8 Annual Financial Report 2017 Annual Financial Report 2017 9 Operating and Financial Report Business overview The Group provides a broad range of banking and other financial services primarily to retail customers and small to medium sized businesses throughout Australia. Our vision is to be Australia’s most customer connected bank and our point of difference is our focus on the success of our customers, people, partners and communities. Our main business activity is raising funds through customer deposits and wholesale funding markets and lending those funds to our customers. The major lending activities are residential lending, commercial and business lending and consumer finance, which includes personal loans, credit cards and overdrafts. Our main revenue sources are: • Net interest income which is represented by the interest earned from our lending activities and liquidity portfolio, less interest paid on deposits and other funding sources; and • Fee and commission revenue from the provision of banking, investment, insurance and superannuation services. Our business activities are structured and managed under the following three customer-facing divisions: Local Connection Local Connection incorporates retail banking (including Community Bank® and Delphi Bank®), business banking and financial markets. The services are available from our national branch and agency network, business bankers, call centres, on-line and phone banking services and ATM network. Partner Connection Partner Connection incorporates our Third Party Banking, Wealth and Leveraged businesses. Third Party Banking provides commercial, residential and consumer finance through intermediaries including mortgage managers and brokers. It also includes our Portfolio Funding business which provides funding to finance companies. Wealth is the provider of superannuation, investment and financial planning services through our subsidiaries, Sandhurst Trustees Limited and Bendigo Financial Planning Limited. Leveraged is our margin lending business. The services are provided by our subsidiary, Leveraged Equities Limited through its team of business development and relationship managers. The Partner Connection segment also includes Alliance Bank and Homesafe. Agribusiness Division The division is an amalgamation of our Rural Bank and Rural Finance businesses. This division provides specialist financial products and services to primary producers and agribusiness participants through a national network of outlets and agribusiness lending specialists mainly based in rural and regional centres. Performance overview Highlights Statutory profit ã 3.4% to $429.6 million Statutory earnings per share ã 0.6% to 90.9 cents Cash earnings Cash earnings per share Common Equity Tier 1 ratio of 8.27% ã by 4.2% to $418.3 million ã 1.2% to 88.5 cents ã 30 basis points compared to December 2016 The year in review We were pleased to announce a strong profit result for the year. The after tax statutory profit was $429.6 million which represents an increase of 3.4 percent on the prior year’s result of $415.6 million. The statutory earnings per ordinary share was 90.9 cents (FY2016: 90.4 cents). The Bank declared a final fully franked dividend of 34 cents per share, taking the full-year dividend to 68 cents per share (FY2016: 68 cents). The statutory return on average ordinary equity was 8.32 percent and the return on average tangible equity was 11.61 percent. This was again a very challenging year given the high level of competition and pressure on interest margins. Despite this, we saw good levels of activity which translated into above system growth, which is a testament to our vision to be Australia’s most customer connected bank. All our major businesses experienced good levels of activity with our housing, business and rural portfolios all recording increases in lending volumes for the year. Total assets grew by $2.8 billion and total liabilities increased by $2.5 billion over 10 Annual Financial Report 2017 Annual Financial Report 2017 11 the year. The liability growth was mainly in the retail at-call and term deposit portfolios. We saw strong housing lending growth from the Local Connection Division of 7.7 percent and a solid contribution through our Third Party channels, although new prudential caps on investor and interest-only lending curtailed growth in the second half. Net interest margin improved 8 basis points over the second half, with an exit margin of 2.34 percent. Credit quality is sound with loan arrears performance generally flat year on year. Although the industry is experiencing historically low levels, there was an increase in bad and doubtful debt charges for the year. Our ability to attract retail deposits is a real strength of our business, providing flexibility for executing on growth opportunities. The growth in retail deposits meant that 80.2 percent of our total funding base was provided by our retail customers as at year end. Our focus on efficiency and continuous improvement has also been a key contributor to the result. Expenses remained flat year on year, and our cost to income ratio improved to 56.1 percent, as productivity gains flow from our investments in technology and making it easier for our customers to do business with us. Our capital position is extremely strong, particularly given the relatively low level of risk in the balance sheet. Importantly, our ability to organically generate capital is expected to enable us to achieve APRA’s new unquestionably strong capital benchmarks well within the required timeframe without needing to raise additional capital, aside from dividend reinvestments. This benchmark is explained in the Capital Adequacy section of this report. Our progress towards Advanced Accreditation is continuing, although further announcements from APRA on asset risk weightings, which are expected later this year, will better inform this decision. Regardless, the significant investment we have made to date has vastly improved our risk management capability and is an important step in ensuring we can operate on a level playing field with the major banks. Investing for the future by developing the skills and knowledge of our staff and delivering innovative and customer focused solutions has again been a key focus for the business. This includes new technologies and digital solutions to meet our customers’ ever changing needs. The result is a positive reflection on our unique and valued proposition, which is resonating with all of our stakeholders. Customer connection is central to our strategy, and our customers are our greatest advocates. Our proposition for customers has driven the highest levels of trust and advocacy in the industry. We’re number one in the Customer Experience Index across all industries, our corporate reputation is the highest of all Australian retail banks, and out of all banks’ customers, our customers are most likely to recommend us to others, according to Roy Morgan research. Our proposition for communities also remains strong. Our Community Bank® model is delivering tangible benefits for many communities and our business, with 9 percent balance sheet growth this year. Approximately $16.6 million was returned directly to local communities in the last financial year, and the impact of this funding will support the sustainability of hundreds of Australian communities for the long-term. The current operating environment is extremely competitive, and we expect this to continue. This means we will need to maintain our focus on achieving our vision to be Australia’s most customer connected bank, and take greater advantage of the opportunities ahead of us. Our customer focus, high trust ratings and customer advocacy provide a great platform for business growth. Paired with our strong funding and balance sheet position, we are well placed to generate sustainable returns for our stakeholders. Financial performance ratios Earnings per ordinary share (statutory basis) Earning per ordinary share (cash basis) Dividend per share - fully franked Cost to income ratio Net interest margin before profit share arrangements Net interest margin after profit share arrangements Jun 17 Half Dec 16 Half cents cents 46.3 45.0 34.0 % 55.7 2.26 1.89 44.6 43.5 34.0 % 56.4 2.18 1.83 Total cents 90.9 88.5 68.0 % 56.1 2.22 1.86 Jun 16 Half Dec 15 Half Total Jun 16 to Jun 17 cents cents cents cps change 44.8 44.9 34.0 % 58.2 2.24 1.89 45.6 42.4 34.0 % 57.9 2.23 1.90 90.4 87.3 68.0 0.5 1.2 - % % change 58.1 2.23 1.89 3.4 (0.4) (1.6) Cash earnings result The cash earnings result for the year was $418.3 million, which represents a 4.2 percent improvement on the previous year’s result of $401.4 million. The cash earnings per ordinary share was 88.5 cents which is a 1.2 percent increase on the previous year. The cash basis return on average ordinary equity was 8.10 percent and the return on average tangible equity was 11.61 percent. On a cash earnings basis, net interest income increased by $47.7 million to $1,232.0 million. Net interest margin (before profit share arrangements) decreased by 1 basis point to 2.22 percent across the year. The movement broadly reflected strong competition and cash rate reductions, offset by increases in lending rates. Our average interest earning assets for the year grew by $3.6 billion or 5.8 percent, which drove the improvement in net interest income, and other revenue grew by $6.8 million or 2.2 percent due to stronger trading income from our liquidity holdings. Our operating expenses were held relatively flat with a slight increase of $2.0 million (0.2 percent). Salary costs were flat and an increase in software amortisation was offset by reductions in marketing costs and other product and service delivery costs. The bad and doubtful debt expense increased by 62.8 percent on the previous year. This was mainly due to specific provisioning for a small number of business exposures and an increase in bad and doubtful debt charges for the Great Southern portfolio. A reconciliation between the statutory profit and cash earnings result for the year is provided at Note 5 Segment results in the 2017 Financial Report. Analysis of financial performance Full year ending Six months ending Jun 17 Jun 16 Change Jun 17 Dec 16 Change Financial result summary Full year ending Six months ending Jun 17 Jun 16 Change Jun 17 Dec 16 Change $m $m $m % $m $m $m % Income $m $m $m % $m $m $m % Net interest income 1,232.0 1,184.3 47.7 Homesafe funding costs - unrealised (15.8) (15.6) (0.2) 4.0 1.3 Specific items - interest expense (2.6) (4.6) 2.0 (43.5) 627.3 604.7 22.6 3.7 (8.5) (1.1) (7.3) (1.5) (1.2) 16.4 0.4 (26.7) Profit before tax 628.3 606.9 21.4 3.5 323.6 304.7 18.9 6.2 Total net interest income including specific items 1,213.6 1,164.1 49.5 4.3 617.7 595.9 21.8 3.7 Specific items before tax (49.1) (52.5) 3.4 (6.5) (23.9) (25.2) 1.3 (5.2) Profit before tax and specific items 579.2 554.4 24.8 4.5 299.7 279.5 20.2 7.2 Profit after tax attributable to Owners of the Company 429.6 415.6 14.0 3.4 220.6 209.0 11.6 5.6 Specific items after tax (34.8) (34.9) 0.1 (0.3) (16.7) (18.1) 1.4 (7.7) Other specific items after tax 11.1 7.0 4.1 58.6 Amortisation of acquired intangibles after tax 12.4 13.7 (1.3) (9.5) 4.9 6.0 6.2 (1.3) (21.0) 6.4 (0.4) (6.3) Cash earnings after tax 418.3 401.4 16.9 4.2 214.8 203.5 11.3 5.6 Other income Fee income Commissions Foreign exchange income Trading book revaluation income Other Total other income Specific other income items 160.0 161.9 (1.9) (1.2) 79.8 80.2 (0.4) (0.5) 72.7 18.0 19.8 39.2 68.9 3.8 5.5 37.6 35.1 2.5 7.1 20.9 (2.9) (13.9) 8.9 10.9 122.5 8.9 7.2 9.1 (0.2) (2.2) 12.6 (5.4) (42.9) 42.3 (3.1) (7.3) 15.9 23.3 (7.4) (31.8) 309.7 302.9 6.8 2.2 149.4 160.3 (10.9) (6.8) Homesafe Trust - revaluation income 90.4 79.7 10.7 13.4 44.0 46.4 (2.4) (5.2) Other - non interest income (4.2) 7.9 (12.1) (153.2) 3.1 (7.3) 10.4 (142.5) Total income including specific items 1,609.5 1,554.6 54.9 3.5 814.2 795.3 18.9 2.4 12 Annual Financial Report 2017 Annual Financial Report 2017 13 Net interest income The increase in net interest income was mainly driven by growth in average interest earning assets. This was offset to some degree by a one basis point decrease in the net interest margin year on year. Our average interest earning assets increased by $3.6 billion or 5.8 percent on the prior year which was mainly due to a $3.12 billion increase in the residential lending portfolio and a $433.6 million increase across the commercial, business and rural portfolios. Our margin performance over the year is a story of two halves. During the first half of the year our net interest margin declined due to cash rate reductions in May and August 2016 and heightened competition, causing lending rates to decline. The margin was also adversely impacted by holding additional liquidity in the lead up to the acquisition of the Keystart portfolio. As a result, our net interest margin declined by six basis points for the first half. During the second half, our net interest margin recovered as interest rate increases on mortgages, particularly interest only and investor mortgage loans, became effective. Operating expenses Full year ending Six months ending Jun 17 Jun 16 Change Jun 17 Dec 16 Change $m $m $m % $m $m $m % Bad and doubtful debt charges and loan impairment provisions Full year ending Six months ending Jun 17 Jun 16 Change Jun 17 Dec 16 Change Bad and doubtful debts expense $m $m $m % $m $m $m % Bad debts written off 20.5 4.4 16.1 365.9 12.5 8.0 4.5 56.3 Provision doubtful debts - expense 71.4 52.5 18.9 36.0 33.0 38.4 (5.4) (14.1) Total bad and doubtful expense 91.9 56.9 35.0 61.5 45.5 46.4 (0.9) (1.9) Less: Bad debts recovered (20.1) (12.8) (7.3) 57.0 (13.5) (6.6) (6.9) 104.5 Bad and doubtful debts net of recoveries 71.8 44.1 27.7 62.8 32.0 39.8 (7.8) (19.6) As at Jun 17 As at Jun 16 Change As at Jun 17 As at Dec 16 Change - 237.3 243.2 (5.9) (2.4) Provisions and reserves $m $m $m % $m $m $m % Staff and related costs Occupancy costs Information technology costs 480.5 480.3 92.0 91.6 71.6 70.2 0.2 0.4 1.4 0.4 2.0 46.1 45.9 0.2 0.4 35.3 36.3 Amortisation of acquired intangibles 17.7 19.5 (1.8) (9.2) 8.6 Amortisation of software intangibles Property, plant and equipment costs Fees and commissions Communications, postage and stationery Advertising and promotion 20.8 15.4 11.7 11.3 33.6 33.6 33.0 33.8 28.3 31.1 5.4 0.4 - (0.8) (2.8) 9.1 9.0 5.9 35.1 11.8 3.5 5.8 - 16.7 16.9 15.9 17.1 (2.4) (9.0) (1.0) (0.5) (2.8) (5.5) 2.8 31.1 (0.1) (0.2) (1.2) (1.7) (1.2) (7.0) 14.8 13.5 1.3 9.6 Other product and services delivery costs 33.0 37.4 (4.4) (11.8) 16.0 17.0 (1.0) (5.9) Other administration expenses Total operating expenses 68.5 64.5 890.7 888.7 4.0 2.0 6.2 36.7 31.8 4.9 15.4 0.2 445.0 445.7 (0.7) (0.2) Specific items 18.7 14.9 3.8 25.5 13.6 5.1 8.5 166.7 Total expenses including specific items 909.4 903.6 5.8 0.6 458.6 450.8 7.8 1.7 In a period where revenue growth has been challenging, the business has carefully managed the cost base and continued to drive savings and operational efficiencies. Operating expenses were kept relatively flat year on year. This combined with our income growth resulted in the cost to income ratio improving to 56.1 percent. The main movement in operating expenses for the year related to software amortisation. The increase is mainly due to completing a number of our significant technology related investments. The increase in other administration expenses was mainly due to additional legal costs associated with the Great Southern portfolio. Staff expenses were flat compared to the previous year. The additional costs associated with this year’s bonus pool allocation and the employee share grant to general staff were offset by operational efficiencies and savings. This includes a reduction of 118 full time equivalent staff over the year. Provision for doubtful debts - specific 89.5 125.3 (35.8) (28.6) 89.5 111.1 (21.6) (19.4) Provision for doubtful debts - collective General reserve for credit losses 52.7 53.4 140.3 146.9 (0.7) (6.6) (1.3) 52.7 51.9 0.8 1.5 (4.5) 140.3 140.3 - - Total provisions and reserve for doubtful debts 282.5 325.6 (43.1) (13.2) 282.5 303.3 (20.8) (6.9) As at Jun 17 As at Jun 16 Change As at Jun 17 As at Dec 16 Change Ratios % % % % % Bad and doubtful debts net of recoveries to gross loans Total provision/reserve for doubtful debts to gross loans Collective provision and GRCL to risk-weighted assets 0.12 0.08 0.04 0.11 0.13 0.46 0.57 (0.11) 0.46 0.50 0.51 0.55 (0.04) 0.51 0.50 % (0.03) (0.04) 0.01 The increase in bad and doubtful debt charges was disappointing, however the level of bad and doubtful debts are still low by industry standards. There was a significant reduction in the provisions and reserve for bad and doubtful debts for the year, which decreased from $325.6 million to $282.5 million. This movement mainly relates to a decrease in specific provisions as a result of the finalisation of a number of large, longstanding exposures in the rural and business lending portfolios that were provided for in previous financial years. The movement also reflects the finalisation of exposures in the Great Southern portfolio that were provided for in previous years. The small decrease in the collective provision mainly reflects reductions for the Great Southern loan portfolio of $2.6 million and the rural portfolios of $2.4 million. These movements reflect the ongoing amortisation of the Great Southern portfolio and a reduction in defaulted loans in the rural portfolio. As a percentage of the overall portfolio, the collective provision for the Great Southern portfolio increased over the period. The above-mentioned reductions were offset by additional provisioning for certain commercial exposures and to reflect emerging stress in the Western Australian housing market. The year-end collective provision for the Great Southern portfolio was $16.5 million. When combined with the specific provision of $11.9 million, the total provisioning for the Great Southern portfolio represent 23.6 percent of gross loans outstanding at year end. We also started to see significant bad debt recoveries which exceeded $20 million for the year. 14 Annual Financial Report 2017 Annual Financial Report 2017 15 Analysis of financial position Financial position metrics $m $m Jun 17 Half Dec 16 Half Total $m Jun 16 Half Dec 15 Half $m $m Total $m Jun 16 to Jun 17 $m %: Ordinary equity Retail deposits 5,321.3 5,206.4 5,321.3 5,037.6 4,941.6 5,037.6 283.7 50,743.2 50,579.9 50,743.2 48,445.3 45,776.0 48,445.3 2,297.9 Funds under management 5,322.5 4,979.7 5,322.5 4,684.1 4,517.7 4,684.1 638.4 Loans under management 61,740.2 60,865.2 61,740.2 58,227.6 56,353.3 58,227.6 3,512.6 5.6 4.7 13.6 6.0 Loan portfolio Jun 17 Half Dec 16 Half $m $m Total $m Jun 16 Half Dec 15 Half $m $m Total $m Jun 16 to Jun 17 $m % New loan approvals 8,330.7 11,724.9 20,055.6 8,844.7 8,187.9 17,032.6 3,023.0 Residential Non-residential 5,419.3 8,710.5 14,129.8 5,588.3 5,263.9 10,852.2 3,277.6 2,911.4 3,014.4 5,925.8 3,256.4 2,924.0 6,180.4 (254.6) 17.7 30.2 (4.1) As at Jun 17 As at Jun 16 Change As at Jun 17 As at Dec 16 Change $m $m $m % $m $m $m %: Gross loan balance - by purpose Residential Consumer Margin lending Commercial 41,261.7 38,100.0 3,161.7 8.3 41,261.7 40,789.2 472.5 2,571.4 2,693.9 (122.5) (4.5) 2,571.4 2,593.7 (22.3) 1,726.1 1,742.4 (16.3) (0.9) 1,726.1 1,665.7 60.4 15,368.8 14,935.2 433.6 2.9 15,368.8 15,053.2 315.6 Total gross loan balance 60,928.0 57,471.5 3,456.5 6.0 60,928.0 60,101.8 826.2 Loans under management (gross balance) On-balance sheet 60,928.0 57,471.5 3,456.5 6.0 60,928.0 60,101.8 826.2 812.1 756.1 56.0 7.4 812.1 763.4 48.7 1.2 (0.9) 3.6 2.1 1.4 1.4 6.4 61,740.1 58,227.6 3,512.5 6.0 61,740.1 60,865.2 874.9 1.4 Off-balance sheet loans under management Total Group loans under management Loans under management represent the gross balance of loans held and managed by the Group categorised as follows: • On-balance sheet loans are the gross balance of loans and factoring receivables held by the consolidated Group. • Off-balance sheet loans under management represent the gross balance of off-balance sheet loans managed by wholly-owned subsidiaries of Bendigo and Adelaide Bank Limited. The gross loan portfolio increased over the year by $3.5 billion or 6.0 percent. This includes the $1.35 billion Keystart residential mortgage portfolio acquired in the first half of the year. The lending growth has been predominately funded by strong growth in customer deposits. Competition for new lending was again challenging due to pricing competition in the market, particularly in the first half. Housing loan growth of 8.7 percent compares favourably to system growth of 6.8 percent and our commercial lending portfolio grew by 3.5 percent which was below system growth of 6.4 percent. Residential loan approvals for the year amounted to $14.1 billion, representing a 30.2 percent increase on the previous year. Non-residential loan approvals reduced slightly for the year to $5.9 billion, representing a 4.1 percent decrease on the previous year. Our home loan customers have continued to make principal repayments ahead of schedule. Approximately 45 percent of our home loan borrowers are ahead of their minimum loan repayments, and 29 percent are three or more repayments ahead of schedule. The loan portfolio remains very well secured. In total, 98.4 percent of the portfolio is secured, with 97.9 percent secured by mortgages or listed securities. The average loan to valuation ratio at origination for the residential mortgage portfolio is 61 percent and 62 percent of the portfolio is secured by owner-occupied residences. Asset quality Impaired loans Full-performing Part-performing Non-performing As at Jun 17 As at Jun 16 Change As at Jun 17 As at Dec 16 Change $m $m $m % $m $m $m % 0.3 33.5 1.2 65.4 201.6 237.1 (0.9) (31.9) (35.5) (75.0) (48.8) (15.0) 0.3 33.5 1.0 35.9 (0.7) (2.4) 201.6 217.8 (16.2) (70.0) (6.7) (7.4) 2.6 (6.0) Restructured loans 47.2 46.5 0.7 1.5 47.2 46.0 1.2 Total impaired assets 282.6 350.2 (67.6) (19.3) 282.6 300.7 (18.1) Less: specific impairment provisions (88.5) (124.4) 35.9 (28.9) (88.5) (110.2) 21.7 (19.7) Net impaired assets 194.1 225.8 (31.7) (14.0) 194.1 190.5 3.6 1.9 Portfolio facilities - past due 90 days, not well secured 5.8 4.8 1.0 Less: specific impairment provisions (1.0) (0.9) (0.1) 20.8 11.1 5.8 4.9 0.9 (1.0) (0.9) (0.1) 18.4 11.1 Net portfolio facilities 4.8 3.9 0.9 23.1 4.8 4.0 0.8 20.0 Past due 90 days $m $m $m % $m $m $m % Well secured (excluding commercial arrangement loans) 431.6 396.9 34.7 8.7 431.6 431.1 0.5 0.1 Great Southern portfolio 79.0 157.9 (78.9) (50.0) 79.0 103.2 (24.2) (23.4) Ratios Total impaired loans to gross loans Total impaired loans to total assets Net impaired loans to gross loans Provision coverage % 0.46 0.40 0.32 100.0 % 0.61 0.51 0.39 93.0 % (0.15) (0.11) (0.07) 7.0 % 0.46 0.40 0.32 % 0.50 0.42 0.32 100.0 100.9 % (0.04) (0.02) 0.00 (0.9) Total impaired assets decreased by $67.6 million (19.3 percent) to $282.6 million. As mentioned earlier, the decrease reflects the finalisation of a number of large, longstanding exposures for which loss provisions were raised in prior years. and other lending portfolios ($11.1 million). In contrast, the arrears for the rural and Delphi portfolios were below the previous financial year by $31.2 million and $16.1 million respectively. As at year end the loan provisioning and reserves coverage was sitting at 100 percent of total impaired assets. The 90+ day arrears increased by $34.7 million for the year. The movement is mainly represented by increases for the residential ($40.4 million), business lending ($34.1 million) However, on an absolute basis, our arrears as a percentage of the lending portfolio remain low and compare favourably with available industry data. The following table summarises the arrears trend for our major lending portfolios, which have largely remained flat over the period. Portfolio Residential Business Rural Consumer As at Jun 15 As at Dec 15 As at Jun 16 As at Dec 16 As at Jun 17 Arrears Percentage (%) 0.55 1.38 1.59 1.22 0.49 1.39 1.97 1.17 0.54 1.15 2.33 1.38 0.56 1.34 2.14 1.42 0.59 1.16 1.70 1.52 Great Southern past due 90 days has reduced by $78.9 million or 50 percent for the year. This decrease is in line with the overall run-off in the portfolio. 16 Annual Financial Report 2017 Annual Financial Report 2017 17 Deposits and managed funds As at Jun 17 As at Jun 16 Change As at Jun 17 As at Dec 16 Change $m $m $m % $m $m $m % Deposits and funds under management Deposits Securitisation Managed funds Total deposits and funds under management Deposits dissection Retail Wholesale Securitisation Total deposits Deposits dissection - % Retail Wholesale Securitisation Total deposits Managed funds dissection 58,772.3 57,054.7 1,717.6 3.0 58,772.3 59,228.5 (456.2) 4,480.2 3,822.5 657.7 17.2 4,480.2 3,855.7 624.5 5,322.5 4,684.1 638.4 13.6 5,322.5 4,979.7 342.8 (0.8) 16.2 6.9 68,575.0 65,561.3 3,013.7 4.6 68,575.0 68,063.9 511.1 0.8 50,743.1 48,445.3 2,297.8 4.7 50,743.2 50,579.9 163.3 8,029.2 8,609.4 (580.2) (6.7) 8,029.2 8,648.6 (619.4) 4,480.2 3,822.5 657.7 17.2 4,480.2 3,855.7 624.5 0.3 (7.2) 16.2 63,252.5 60,877.2 2,375.3 3.9 63,252.6 63,084.2 168.4 0.3 80.2% 12.7% 7.1% 79.6% 14.1% 6.3% 100.0% 100.0% 80.2% 12.7% 7.1% 80.2% 13.7% 6.1% 100.0% 100.0% Assets under management 2,152.1 2,060.7 91.4 4.4 2,152.1 2,054.9 97.2 Other managed funds 3,170.4 2,623.4 547.0 20.9 3,170.4 2,924.8 245.6 Total managed funds 5,322.5 4,684.1 638.4 13.6 5,322.5 4,979.7 342.8 4.7 8.4 6.9 Funding and liquidity Our ability to attract retail deposits is one of our core strengths. Retail deposit growth for the year comprised a $1.2 billion increase in at-call retail deposits and a $1.1 billion increase in retail term deposits. Retail deposit funding, as a percentage of total funding, increased from 79.6 percent to 80.2 percent over the year. Wholesale funding activities managed by Group Treasury support the core retail deposit funding strategy and provide additional diversification and benefits from longer term borrowings. Group Treasury aims to maintain a stable and prudent maturity profile by regular benchmark issuances in markets that are sustainable and viably priced. Whilst the majority of our wholesale funding is sourced from the domestic financial markets, we recognise that at times additional diversity can be achieved by issuances in overseas markets and currencies. Securitisation also forms an important part of our funding and capital strategy and we will continue to monitor this market and participate where investor appetite and pricing is appropriate. The Group manages liquidity holdings in line with the Board approved funding strategy and funding plan, ensuring adequate levels of High Quality Liquid Assets (HQLA), other liquid assets and diversified sources of funding. In meeting our liquidity requirement the Group maintains a Committed Liquidity Facility provided by the Reserve Bank of Australia. The Group also has a significant amount of contingent liquidity in the form of internal securitisation whereby the collateral can be presented to the Reserve Bank of Australia for cash in extraordinary circumstances such as systemic liquidity issues. The Net Stable Funding Ratio (NSFR) reporting requirement comes into effect on 1 January 2018 and will apply to institutions that are also subject to the LCR requirements. The NSFR is designed to strengthen the funding and liquidity resilience of applicable financial institutions by encouraging the institutions to fund their activities using more stable sources of funding on an ongoing basis. As at 30 June 2017 our Liquidity Coverage Ratio (LCR) stood at 122 percent. The LCR was maintained within internal targets throughout the year and exceeded the minimum prudential requirement at all times. The indicative NSFR was approximately 110 percent at year end which exceeds the 100 percent prudential requirement. Capital adequacy The Bank maintains a conservative and prudent capital base that adequately supports our business, allows the business to grow as well as providing an effective and efficient capital buffer to protect depositors and investors. Our capital management strategy also plans for changes in business conditions, including economic cycles, regulatory and legislative change and potential acquisition opportunities. The capital base is also structured to ensure that minimum capital standards are always met, whilst providing flexibility to enable management to pursue its business objectives. The Bank maintained a strong capital position with the capital levels being above APRA minimum requirements at all times throughout the financial year. The Bank improved its capital position with the Common Equity Tier 1 (CET1) ratio increasing over the year from 8.09 percent to 8.27 percent at 30 June 2017. The Tier 1 and Total Capital ratios were 10.49 percent and 12.46 percent respectively at year end. Assets and Capital As at Jun 17 As at Jun 16 Change As at Jun 17 As at Dec 16 Change Group assets Capital adequacy $m $m $m % $m $m $m % 71,415.5 68,572.7 2,842.8 4.1 71,415.5 70,948.5 467.0 0.7 Total regulatory capital 4,743.4 4,455.6 287.8 6.5 4,743.4 4,674.6 68.8 Risk-weighted assets 38,062.3 36,485.5 1,576.8 4.3 38,062.3 38,312.1 (249.8) 1.5 (0.7) Risk-weighted capital adequacy Tier 1 Tier 2 Common Equity Tier 1 % % 12.46 10.49 1.97 8.27 12.21 10.40 1.81 8.09 % 0.25 0.09 0.16 0.18 % 2.0 0.9 8.8 2.2 % % % % 12.46 10.49 1.97 8.27 12.20 10.17 2.03 7.97 0.26 0.32 (0.06) 0.30 2.1 3.1 (3.0) 3.8 The following are the more significant capital initiatives undertaken during the year: a. On 31 October 2016 the Bank allotted 5,769,074 ordinary shares pursuant to a Share Purchase Plan, which allowed eligible existing shareholders of the Bank to purchase up to $7,500 of new fully paid ordinary shares. The shares were issued at $10.75 raising $62 million of new capital. The capital raised under the Share Purchase Plan was used to acquire the Keystart loan portfolio. b. During the year we successfully completed three issuances of residential mortgage backed securities totalling $1.95 billion under the Torrens Series securitisation program. The transactions received strong support from the market and provided us with funding and capital benefits. c. Shareholder participation in the dividend reinvestment plan and bonus share scheme for the year contributed an additional $94.2 million of capital. d. A grant of shares was made to eligible employees on 10 March 2017 under the terms of the Employee Share Grant Scheme. The grant involved an allocation of 204,686 new fully paid ordinary shares at an issue price of $11.94, contributing $2.4 million of additional capital. APRA recently released an Information Paper that outlines its assessment of the additional capital required for the Australian banking sector to have capital ratios that are considered ‘unquestionably strong’. The Information Paper provides details of the quantum and timing of capital increases that will be required on average for Australian ADIs to achieve unquestionably strong capital ratios. For the Bank, and other standardised ADIs, APRA has concluded that an increase in CET1 capital of approximately 50 basis points would be required to produce capital standards for standardised ADIs that are consistent with the concept of ‘unquestionably strong’. APRA’s expectation is for ADIs to meet these new capital benchmarks by no later than 2020. With our Common Equity Tier 1 up 30 basis points to 8.27% from December, we are confident that we will be able to meet the new ‘unquestionably strong’ requirements within the required timeframe, given what we currently know. APRA has advised that it will be announcing changes to the risk weightings on assets, most likely before the end of the year. This will impact on both standardised and advanced banks and may impact on our decision to become accredited as an advanced bank, although we believe APRA will still wish to provide an incentive in the frameworks for banks to move from the standardised to advanced approach to risk management. 18 Annual Financial Report 2017 Annual Financial Report 2017 19 Segment performance Operating segments Local connection Partner connection Agribusiness Total operating segments Central functions $m $m $m $m $m Total $m 765.0 178.5 943.5 282.9 186.5 469.4 165.7 1,213.6 - 1,213.6 8.4 373.4 174.1 1,587.0 22.5 22.5 395.9 1,609.5 (630.1) (189.6) (32.0) (35.6) (78.8) (4.2) (898.5) (71.8) (10.9) (909.4) - (71.8) 281.4 244.2 91.1 616.7 11.6 628.3 (89.0) 192.4 0.5 - 4.6 (77.2) 167.0 (44.7) 11.1 3.1 (28.8) (195.0) 62.3 421.7 (3.7) 7.9 (198.7) 429.6 3.7 - 4.7 (40.5) 5.7 (34.8) 11.1 12.4 - - 11.1 12.4 Net interest income Other income Total segment income Operating expenses Credit expenses Segment result (before tax expense) Tax expense Segment result (statutory basis) Cash basis adjustments: Specific income & expense items Other specific items Amortisation of intangibles Segment result (cash basis) 197.5 136.5 70.7 404.7 13.6 418.3 Local Connection The cash basis contribution from our largest business segment, Local Connection, increased slightly from $197.1 million to $197.5 million. The division continues to lead the industry in customer experience and satisfaction ratings, which is driven by a strong focus on meeting customer needs and delivering high levels of service. Net interest income increased by $23.2 million following strong residential loan growth and active margin management. In an extremely competitive environment, we continue to have a disciplined approach to pricing and leveraging the strength of our customer value proposition. Other income decreased by $10.8 million, with lower fee and foreign exchange income the main drivers. As we respond to the changing expectations of our customers, we have reduced some of the fees we charge. Operating expenses decreased by $4.5 million mainly due to lower allocated costs, partially offset by higher amortisation charges. This is the result of a continued focus on efficiency and productivity in the business, with the emphasis on implementing sustainable improvements. The result was impacted by a $14.4 million increase in credit expenses, which was mainly due to write-offs for a small number of larger exposures in the business lending portfolio. Partner Connection The cash basis contribution from the Partner Connection division increased from $124.9 million to $136.5 million. Net interest income increased by $24.1 million due to growth in the lending portfolio (including in particular the Keystart acquisition) and a stronger net interest margin due to loan repricing during the year. Other income increased by $5.9 million following a stronger contribution from commission income. Operating expenses decreased by $4.7 million, mainly due to a reduction in salary and wage costs, offset to a degree by additional legal fees relating to the Great Southern portfolio. Credit expenses increased by $18.7 million mainly due to the Great Southern loan portfolio, with higher write-offs partially offset by reductions in both collective and specific provisions. The Third Party Mortgage business performed well, improving its earnings contribution from the prior year. Portfolio growth was achieved through both the Mortgage Broker and Mortgage Manager partners. New lending volumes were lower in the second half following the introduction of new regulatory lending limits. The Wealth business increased its contribution for the year. The market leading Bendigo Smart Start Super product grew strongly again this year and now represents in excess of $1.0 billion in funds under management. The Leveraged margin lending business maintained its contribution year on year. This was achieved in a market where demand is subdued. The business continues to be recognised for its market leading customer service. Agribusiness The cash basis contribution from our Agribusiness segment increased from $68.1 million to $70.6 million for the financial year. This was achieved in a market dominated by high levels of competition. Lending activity was solid with the business achieving loan settlements well above the annual target. Total income was relatively flat for the year. The interest margin came under pressure during the year and this will be a key area of focus for the new financial year. Operating expenses were flat compared to the previous year and credit expenses improved by $5.4 million. Overall the business performed well and returned to a more normalised credit performance with previously reported defaulting exposures now finalised. The revenue performance was in line with expectations. Credit ratings The Bank’s credit ratings at the date of this report are: Short Term Long Term Outlook Date last affirmed Standard & Poor’s Fitch Ratings Moody’s A-2 F2 P-2 BBB+ A- A3 Stable Stable Stable 22 May 2017 4 November 2016 20 June 2017 On 22 May 2017, Standard & Poor’s (S&P) informed the Bank that it had reduced its stand-alone ratings of 23 financial institutions in Australia due to concerns about the economic conditions in Australia, primarily the level of growth in private sector debt and residential property prices. S&P noted that it believed the conditions will unwind in an orderly fashion. The Bank’s long term credit rating was downgraded by one-notch to BBB+/Stable. The short-term rating was unchanged. On 20 June 2017, Moody’s informed the Bank it had downgraded the Baseline Credit Assessments, long-term ratings and Counterparty Risk Assessments of 12 Australian banks and their affiliates. This reflected elevated risks in the household sector which heightened the sensitivity of the bank’s credit profiles to an adverse shock. The Bank’s long term credit rating was downgraded by one-notch to A3/Stable and the short term rating was downgraded by one-notch to P-2. On 4 November 2016, Fitch Ratings affirmed the Bank’s long term rating at ‘A-‘ and affirmed the short term rating of ‘F2’ and its support rating of ‘3’, and the Bank’s viability rating of ‘A-‘. The outlook remains stable. Business developments Advanced Accreditation Achieving advanced accreditation represents one of the most significant projects undertaken by the organisation. It has involved the development and implementation of new and contemporary risk management techniques and models, upgrades to our technology capability including business systems and platforms, policy improvements and staff training. Achieving advanced accreditation is about improving the way we do business. Importantly this is an initiative that we, as an organisation, decided to pursue. The key benefits of achieving the advanced accreditation include: a. Improving our banking systems and processes, and consequently the customers’ experience; b. Enhancing our business and risk management processes and practices; c. Strengthening our market profile amongst shareholders, ratings agencies and regulators; d. Lifting our market competitiveness; and e. Allowing us to operate a more capital efficient business which will ultimately benefit our customers, communities and shareholders. This investment is now largely complete and in day-to-day use across our various business divisions and providing us with greater insights into our customers and the risks we manage. In particular, these investments have provided us with a stronger insight into the risks within our portfolios and how we price for that risk. As discussed above, the changes to ‘unquestionably strong’ announced by APRA in July 2017 and the expected changes to risk weights late in this year, may impact on our decision to become an advanced bank. Whilst we will not be able to ascertain the impact of these regulatory changes until they are announced in full, we believe APRA will wish to provide an incentive in the frameworks for banks to move from standardised to advanced status. Customer connected Customers are looking for more control over their banking requirements as new technologies reshape the business environment. Digital applications, mobile platforms and online services are rapidly changing customer expectations and the way they access their banking services. It is vital that we transform our business to remain competitive as customers look for new and innovative ways to access our services. In the coming year, we will continue to develop strategies, platforms, tools and innovative capabilities to deliver the services sought by our customers. During the year we released more leading edge customer- focused technologies and digital solutions to improve the 20 Annual Financial Report 2017 Annual Financial Report 2017 21 customer experience and make it easier for customers to do business with us. Much of this development is being undertaken by partnering with technology companies rather than through developing the new technologies ourselves. Looking forward We are well positioned to continue to grow profitably given our market positioning, long history of trusted service, our sound balance sheet and our investments in systems and digital technologies now coming on stream. Customer behaviour and insight drives our business planning and we will continue to respond to changing customer behaviour and expectations. We expect households to continue to pay down debt in the low interest rate environment, and credit for housing investors is expected to continue to be rationed in response to recent macro-prudential regulatory interventions. Our conservative funding base and strong balance sheet provides us with good capacity to manage these pressures and grow our business. It also puts us in a solid position to benefit from market opportunities as well as improvements in market confidence and the broader operating environment. We are confident our customer-focused banking model will continue to be relevant and underpin our growth and performance. Environmental factors The Group and its customers are based and operate businesses in a diverse range of domestic geographical locations. A significant environmental change or external event (such as a fire, storm, drought or flood) has the potential to disrupt business activities, impact on our operations, damage property and affect the value of assets held in affected locations and our ability to recover amounts owing to us. Through our agribusiness division we also have a large exposure to the domestic rural sector. The performance of this sector is impacted by national weather patterns and commodity price movements which in-turn may impact our overall earnings performance. Market Competition The markets in which we operate are highly competitive and may become even more so. Factors that contribute to competition include mergers and acquisitions, changes in customer behaviour, entry of new participants, the development of new sales methods and regulatory change. Increasing competition could potentially lead to reduced business volumes and revenue, a compression in our net interest margins as well as additional costs to retain market share. The Group is also dependent on its ability to offer products and services that match changing customer preferences. Risk management framework, business uncertainties and significant business risks The Board is responsible for the risk management strategy which includes approving the risk management framework and risk appetite within which the business is expected to operate. Information on our risk management framework and approach to managing risk is presented in the 2017 Corporate Governance Statement and Note 29 to the 2017 Annual Financial Report. Risk dependencies and uncertainties The Group’s business activities are subject to a number of dependencies and uncertainties which could adversely impact the achievement of business strategies and earnings performance. The timing and extent of these uncertainties is difficult to predict and managing their impact is, to a reasonable degree, outside our control. A summary of the key dependencies and uncertainties is presented below. Dependence on prevailing macro-economic and financial market conditions The business is highly dependent on the general state of domestic and global economies and financial markets. Our performance can be significantly impacted by economic and political events, both domestic and international, as well as by natural disasters. This includes the level of economic activity and demand for financial services by our customers. In particular, lending is dependent on customer and investor confidence, the overall state of the economy including employment levels, the residential lending market and the prevailing interest rate environment. A weakening in the Australian real estate market Residential, commercial and rural lending, together with property finance, constitute important businesses to us. A significant slowdown in Australian property markets, including a decrease in Australian property valuations, could decrease the amount of new lending the Bank is able to write and/or increase the amount of credit losses from existing loans, as well as impact the valuation of the Homesafe portfolio. Changes in monetary policy The Reserve Bank of Australia (RBA) sets official interest rates so as to affect the demand for money and credit in Australia. The cash rate influences other interest rates in the economy which then affects the level of economic activity. Movements in the cash rate impact our cost of funds for lending and investing and the return earned on these loans and investments which can impact our net interest margin. Changes in monetary policy can also affect the behaviour of borrowers and depositors, such as potentially increasing the risk that borrowers may fail to repay their loans, or repay their loans in advance, and in the case of depositors, potentially increasing the risk that they may seek returns in other asset classes. Regulatory Change As a financial institution, we are subject to a range of laws, regulations, policies, standards and industry codes. In particular, our banking and wealth management activities are subject to extensive regulation including in relation to liquidity, capital, solvency, provisioning and licensing conditions. Changes to laws, regulations, codes or policies could affect the Bank in substantial and unpredictable ways including the need to significantly increase our investment in staff, systems and procedures to comply with the regulatory requirements. Credit Ratings External credit ratings have a significant impact on both our access to, and the cost of, capital and wholesale funding. Credit ratings may be withdrawn, made subject to qualifications, revised, or suspended by a credit rating agency at any time. Also, the methodologies by which they are determined may be revised. A downgrade or potential downgrade to our rating may reduce access to capital and wholesale debt markets, potentially leading to an increase in funding costs, as well as affecting the willingness of counterparties to transact with the Bank. Capital Base The capital base is critical to the management of our businesses and our ability to access funding. We are required to maintain a level of capital by APRA and other key stakeholders to support our business operations and risk appetite. There can be no certainty that additional capital required in the future will be available or able to be raised on acceptable terms. Business risks There are a number of significant business risks that we manage including credit risk, interest rate risk in the banking book, traded market risk, liquidity risk, operational risk and strategic risk. To manage these risks we have established a framework of systems, policies and procedures which are overseen by our independent risk management functions as well as senior management committees, Board committees and the Board. Credit Risk Credit risk is the risk of loss of principal and/or interest resulting from a borrower failing to meet a scheduled repayment or otherwise failing to repay a loan. The majority of our credit risk exposure arises from general lending activities and the funding, trading and risk management activities of Group Treasury. Non-Traded Market Risk (Interest Rate Risk in the Banking Book (IRRBB)) IRRBB is the risk of loss in earnings or in the economic value in the banking book as a consequence of movements in interest rates. Non-traded market risk arises predominantly from the Group’s general lending activities as well as balance sheet funding activities. Traded Market Risk Traded Market Risk is defined as the risk of loss owing to changes in the general level of market prices or interest rates from trading positions in interest rates, equities, foreign exchange and commodities. Traded Market Risk arises from positions held in the Trading Book. The Group operates a Trading Book as an integral part of its liquidity risk management function and the portfolio consists of securities held for trading and liquidity purposes. Liquidity Risk Liquidity Risk is inherent in all banking operations due to the timing mismatch between cash inflows and cash outflows. Liquidity Risk is defined as the risk that the Group is unable to meet its payment obligations as they fall due, including repaying depositors or maturing wholesale debt, or that the Group has insufficient capacity to fund increases in assets. The principal objective is to ensure that all cash flow commitments are met in a timely manner while at the same time continuing to meet minimum liquidity and prudential requirements. Operational Risk Operational risk is defined as the risk of an adverse impact on our objectives or the risk of loss resulting from inadequate or failed internal processes, activities and systems or from external events. Operational risk can directly impact our reputation and result in financial losses which could adversely affect our financial performance and/or financial condition. Strategic Risk There is a risk that adverse business decisions, ineffective or inappropriate business plans or a failure to respond to changes in the operating environment will impact our ability to deliver our strategy and business objectives. The Bank also regularly examines new initiatives and market opportunities, including acquisitions and disposals, with a view to growing shareholder value. Compliance Risk The Group’s operations are highly regulated. A failure to comply with the laws, regulations, licence conditions, codes, principles and industry standards applicable to our operations could result in a range of actions against the Group including sanctions being imposed by regulatory authorities, the exercise of discretionary powers by regulatory authorities or compensatory action by affected persons. Fraud Risk The Group is exposed to the risk of fraud, both internal and external. Financial crime is an inherent risk within financial services, given the ability for employees and external parties to obtain advantage for themselves or others. An inherent risk also exists due to systems and internal controls failing to prevent or detect all instances of fraud. We have established robust techniques and capabilities to detect and prevent fraud. All actual or alleged fraud is investigated under the authority of our financial crimes unit. Risk of disruption of information technology systems or failure to successfully implement new technology Most of our daily operations are highly dependent on information technology and there is a risk that these systems or technologies might fail or not be available. The exposure to systems risks includes the complete or partial failure of information technology or data centre infrastructure and using internal or third-party information technology systems that do not adequately support the requirements of the business. Data and Information Security Risk The risk of security breaches, external attacks and unauthorised access to our systems continues to increase with the growing sophistication of fraud and other criminal activities. We are conscious that threats to information security are continuously evolving due to the increasing use of the internet and other digital devices to communicate data and conduct financial transactions. Vendor failure or non-performance risk The Group sources a number of key services from external suppliers and service providers. The failure of a key service provider, or the inability of a key service provider to meet their contractual obligations, including key service standards, could disrupt our operations and ability to comply with regulatory requirements. 22 Annual Financial Report 2017 Annual Financial Report 2017 23 Litigation risk From time to time, the Group may be subject to material litigation, regulatory actions, legal or arbitration proceedings and other contingent liabilities which, if they crystallise, may adversely affect the Group’s results. There is a risk that these contingent liabilities may be larger than anticipated or that additional litigation or other contingent liabilities may arise. Reputation Risk Reputation risk is defined as the risk of potential loss to the Group due to damage to the Group’s reputation. Reputation risk may arise as a result of an external event, our own actions, or the actions of a partner, and adversely affect perceptions about us held by the public including customers, shareholders, investors, regulators or rating agencies. Remuneration Report Contagion Risk The Group includes a number of subsidiaries that are trading entities and holders of Australian Financial Services Licences and/or Australian Credit Licences. Dealings and exposures between the Bank and its subsidiaries principally arise from the provision of administrative, corporate, distribution and general banking services. The majority of subsidiary resourcing and infrastructure is provided by the Bank’s centralised back office functions. Other dealings arise from the provision of funding and equity contributions. Partner Risk We have Community Bank® branches operating in all States and Territories, along with our Alliance Bank network. The branches are operated by companies that have entered into franchise and management agreements with the Bank to manage and operate a Community Bank® or Alliance Bank branch. We carefully assess and monitor the progress of the franchisees but there can be no guarantee of the success of a Community Bank® or Alliance Bank branch. Whilst this network continues to mature, there are still risks that may develop over time. Conduct Risk The business is exposed to risks relating to product flaws, processing errors and mis-selling. These risks can arise from product design or disclosure flaws or errors in transaction processing. It can also include mis-selling of products to our customers in a manner that is not aligned to the customer’s risk appetite, needs or objectives. Contents Section 1 Overview of remuneration outcomes Section 2 Remuneration framework Section 3 Remuneration arrangements FY2017 Section 4 Linking remuneration to performance Section 5 Non-executive Director remuneration Section 6 Remuneration governance Section 7 KMP remuneration, equity and loan tables This Remuneration Report is for the financial year ended 30 June 2017. The Report has been prepared in accordance with section 300A of the Corporations Act 2001 and the Corporations Regulations 2001 and has been audited. The Remuneration Report sets out our remuneration framework, the remuneration arrangements applicable to the Key Management Personnel (KMP), and the link between performance and remuneration outcomes for the year. Section 1: Overview of remuneration outcomes The Bank was pleased to announce a positive earnings result with the statutory profit improving by 3.4 percent on the prior year in spite of a fiercely competitive operating environment and continued pressure on growth and net interest margin. The result reflected the Bank’s continued focus on customer outcomes, solid lending growth and a disciplined approach to cost management. In this context the following remuneration arrangements and outcomes were approved for the year: • Executive remuneration was reviewed in September 2016. Aside from one member of the Executive, there were no increases to Executive remuneration. Ms Gartmann’s remuneration was increased to bring it more in line with market. The Executives all received partial STI awards for FY17. More detail on the STI payments to Executives is provided in sections 4.2.2 and 7. • Shareholders approved grants of deferred shares and performance rights to the Managing Director at the 2016 Annual General Meeting. The grants for the 2017 financial year were made during the year in accordance with the terms outlined in the Notice of Meeting. 24 Annual Financial Report 2017 Annual Financial Report 2017 25 • The Board approved a grant of deferred base pay, awarded in shares, to Senior Executives (as part of the Senior Executives’ base pay), with a deferral period ending 30 June 2018. More detail on the deferred share grant is provided in sections 4.2.2 and 7. • There were no increases to the annual fee payment for Non- executive Directors and the Board resolved to discontinue the fees to Rural Bank directors. More detail on the fees paid to Non-executive directors is provided in sections 5 and 7. • Senior Executives also received a grant of performance rights. More detail on the performance right grant is provided in sections 4.2.2 and 7. • The Board decided to vest the full amount of deferred base and deferred STI equity grants made in 2015 as the vesting criteria were satisfied. • The TSR performance measure for the grant of performance rights to Senior Executives in 2013 was not satisfied and as a result the rights lapsed. In addition to the matters set out above, the Bank changed the methodology for calculating cash earnings by excluding the unrealised income and/or losses and related funding costs of the Homesafe investment. A full description of the change, and the impact of the change on KMP remuneration arrangements, is set out at section 4.2.1 of the Remuneration Report. Key Management Personnel KMPs are the persons with authority and responsibility for planning, directing and controlling the activities of the Group. The KMP for the financial year comprise the Directors and Senior Executives listed below. For the purposes of this report, references to ‘Executive’ means the Managing Director and the Senior Executives. Name Directors Position Term as KMP Robert Johanson Chairman Mike Hirst Jan Harris Jim Hazel Jacqueline Hey Robert Hubbard David Matthews Deb Radford Tony Robinson Senior Executives Marnie Baker Richard Fennell Managing Director & Chief Executive Officer Non-executive Director Non-executive Director Non-executive Director Non-executive Director Non-executive Director Non-executive Director Non-executive Director Chief Customer Officer (CCO) Corporate and Chief Financial Officer (CFO) Alexandra Gartmann Chief Executive Officer, Rural Bank Robert Musgrove Engagement Innovation Tim Piper Bruce Speirs Chief Risk Officer (CRO) Partner Connection Stella Thredgold Business Enablement Alexandra Tullio Andrew Watts Local Connection Customer Service Improvement Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Full Year Section 2: Remuneration framework 2.1 Remuneration structure The remuneration framework is designed to support the achievement of our strategic objectives and ensure remuneration outcomes are aligned with sustainable financial performance and growth in shareholder value. The framework is documented in our remuneration policy which was reviewed during the year. There were no material changes to the policy. Our remuneration framework is based on the following principles: • Simplicity – The link between performance, value created and reward should be clear and the framework easy for all employees to understand so that it effectively attracts, retains and motivates the talent the organisation needs to deliver long term sustainable success; considerations made in making reward decisions and fairly undertaking all performance and reward processes to support the objective of fair remuneration, including gender pay equity; • Alignment with values – Remuneration should reinforce the corporate values of teamwork, integrity, performance, engagement, leadership and passion. Individual reward outcomes are first dependent on the success of the Bank, Division and team; • Appropriate risk behaviour – Remuneration should encourage innovation and risk taking that supports the achievement of superior long term results for shareholders and customers and supports the risk management framework of the Bank; and • Supports good customer outcomes – Reward structures and practices will be designed to minimise the risk of incentivising behaviours that may lead to poor customer outcomes. • Transparency and procedural fairness – The Bank commits to providing employees with visibility wherever possible of the The following table summarises our Executive remuneration model: Fixed Variable Total Target Reward Base Renumeration Short Term Incentive (STI) Long Term Incentive (LTI) Fixed Base - Cash Deferred Base - Equity Cash & Equity Equity • Base salary and • Annual grants of deferred • Cash, or a combination of cash • Grants of performance rights superannuation contributions. • Together with deferred base, is set by reference to the role and responsibilities, market data, internal relativities and the Group’s performance outlook. • Recognises an individual’s experience, skills, competencies and value. shares. and deferred equity. (“rights”). • Deferred shares (fully paid ordinary shares) issued at no cost and beneficially owned from grant date. • Subject to continued employment (“service condition”) over the two-year deferral period. • Subject to financial performance and risk adjustment. • Shares held on trust for two years by Plan Trustee. • STI maximum opportunity is set for each Executive at the start of the year. • Each right represents an entitlement to one ordinary share. • The STI maximum opportunity • Maximum number of ordinary is a fixed dollar amount. • STI payments are capped at 100% of the STI maximum opportunity. • Awards are subject to Group and individual performance and passing risk, compliance and values gateways. • If award exceeds $50,000, one third of the award is deferred into equity (deferred shares), issued on substantially the same terms as deferred base remuneration. shares that can be acquired is equal to the number of rights granted. • Rights are granted at no cost and have no exercise price. • Vesting is subject to Cash EPS, Customer Advocacy and TSR performance measures, and a service condition. • Performance measures tested over 4 years for Managing Director and 3 years for Senior Executives. • There is no retesting. 26 Annual Financial Report 2017 Annual Financial Report 2017 27 2.2 Remuneration approach Executive remuneration is structured to balance the focus between the achievement of short term business objectives and sustainable growth in shareholder value and the financial soundness of the organisation. The total target reward for Executives is set by the Board at the start of each year. The arrangements are reviewed by the Governance & HR Committee to ensure the mix and amount of remuneration continues to be fair and appropriate with incentive components linked to performance measures that support the business objectives and shareholder outcomes. The following chart sets out the target remuneration mix for the year. The mix of actual remuneration awarded will vary depending on performance outcomes. 25% 40% Managing Director25+ 25% 7% 3% 50% 20% CFO and CCO20+ 12% 10% 8% 8% 55% 15% Other Executives15+ 12% 10% 60% 20% CRO20+ 10% 7% Fixed base 3% Deferred base STI cash STI deferred LTI As shown in the above chart, Executive remuneration includes the following components of equity-based remuneration: • deferred base pay; • deferred STI; and • LTI. The equity-based arrangements are designed to build the Executives’ personal exposure to the Bank’s share price performance and further align their interests with shareholders. The following chart sets out the approximate targeted mix of cash and equity for the year. 50% Managing Director50+ 50% 40% CFO and CCO40+ 60% 30% Other Executives30+ 70% 35% CRO35+ 65% Cash remuneration Equity remuneration The total base remuneration (i.e. fixed base and deferred base) for each of the Executives continues to sit at around the market median, but the proportion of incentive-based pay, particularly STI, is relatively low when compared to other listed entities in Australia, especially in the banking sector. We are aware that this approach is different to the principles promoted by some governance advisers that have a preference for a higher variable component. Our remuneration structure reflects the Board’s long-held view that remuneration which is highly leveraged towards short-term performance can create a disconnect between the individual’s interests and the long-term interests of shareholders and other stakeholders, including increasing the risk of poor culture within an organisation. In addition, the recent public and regulatory scrutiny on conduct and culture within certain Australian banks has also led to renewed concerns about leverage in banking executive pay. This concern was supported by the recommendations from the independent retail banking remuneration review commissioned by the Australian Bankers’ Association (“the Sedgwick Review”) which observed that the maximum variable reward should be low relative to fixed pay. In our view, the Executive’s remuneration arrangements strike an appropriate balance between community expectations and the alignment of Executive remuneration with shareholder outcomes. In line with the above approach, the Managing Director’s base remuneration includes a higher equity component, deferred over two years. The Managing Director’s variable remuneration includes a relatively small percentage linked to annual performance (STI) and a larger, but still moderate, percentage linked to longer term shareholder outcomes (deferred base and LTI). The Board has chosen to structure the Managing Director’s remuneration in this way to recognise the Managing Director’s unique role in delivering long-term sustainable improvement in business performance and shareholder returns. Compared to the Managing Director, the remuneration structure for Senior Executives has a higher percentage of fixed base pay (cash) with a more moderate, but still significant, percentage of variable and equity remuneration that is subject to the achievement of financial and non- financial performance measures and risk outcomes. As shown in the charts above, the actual mix between Executives varies to reflect the particular nature of an Executive’s role, whilst promoting a focus on sustainable, longer-term improvement in shareholder value. The remuneration value of deferred share grants is determined on the basis of the Executive’s targeted remuneration mix. The number of deferred shares granted is calculated by dividing the deferred component by the volume weighted average closing price of the Bank’s shares for the last five trading days of the financial year prior to the year of grant. For the purposes of the grant made during the year the volume weighted average closing price was $9.32. The shares are typically acquired on-market and there were no changes this year to the terms or conditions of deferred share grants. Since 2013, Executive pay increases have been broadly in line with overall staff salary increases. The average annual cost of Executive remuneration, based on statutory disclosures, has increased by an average of 1.7 percent per annum. The following chart compares the movement in cash earnings per share, using the new methodology explained at section 4.2.1, against the movement in Executive remuneration (including variable remuneration) for the past five financial years. Cash EPS and Executive Remuneration 0 0 0 ’ $ 900 800 700 600 90 85 80 75 s t n e C 2013 2014 2015 2016 2017 Cash EPS (cents) Average total annual reward ($m) 2.3 Remuneration components, terms and policies Base remuneration Executive base remuneration comprises both fixed base and deferred base components. In setting base remuneration the Board considers the nature and complexity of the role and the skills and experience needed to successfully fulfil the role. Base remuneration is also determined in context of the external market including comparable roles in the banking sector and other companies of a similar size and complexity. • Fixed base Fixed base comprises cash salary and employer superannuation contributions. • Deferred base Deferred base is represented by annual grants of deferred shares that are held on trust for a two-year deferral period. The grants are designed to provide an additional retention incentive for the Executives which is linked to shareholder interests. Deferred shares are fully paid ordinary shares granted at no cost and are beneficially owned by the Executive from grant date. The grants are subject to a two- year service condition and risk adjustment at the discretion of the Board. If the service condition is not met the deferred shares do not vest and are forfeited. Short Term Incentive (STI) Executive remuneration includes an annual incentive component. The incentive is designed to provide an appropriate level of reward for the achievement of annual financial targets and business objectives. The STI maximum opportunity for each Executive is decided by the Board at the start of the year taking into account the Executive’s responsibilities and target remuneration mix. The STI maximum opportunity is a fixed dollar amount which is, for the reasons already explained, positioned at relatively modest levels. The performance measures for the Managing Director’s STI are set by the Board on recommendation from the Governance & HR Committee and focus on the achievement of a range of medium term targets and risk management outcomes. The performance for each of the Senior Executive’s STI are set by the Managing Director and focus on the Senior Executive’s responsibilities and expected contribution to annual performance and business objectives. The STI performance measures are presented at section 3. Annual STI awards are driven by the size of the bonus pool established by the Board to fund bonus payments. The parameters for establishing a bonus pool are approved by the Board at the start of the year and require a minimum level of cash earnings performance. The amount of the bonus pool will increase with cash earnings performance above a hurdle, subject to the achievement of key financial and risk management hurdles set by the Board, and is capped at 110 percent of the cash earnings target set at the start of the year. The Board also applies a discretionary overlay to take into account the underlying quality of the result and shareholder outcomes. The Board decides the amount of the bonus pool after financial year-end, on recommendation from the Governance & HR Committee. If a bonus pool is not established, no STI awards are made. If a bonus pool is established, but the size of the pool is less than the maximum potential pool, the STI maximum opportunity for each Executive is proportionately adjusted downwards to reduce their STI opportunity. The Governance & HR Committee assesses the Managing Director’s performance shortly after year end and applies any upward or downward adjustment based on the achievement of the measures set for the Managing Director to determine the STI award for recommendation to the Board. This approach was chosen to enable unforeseen developments to be factored into the assessment and ensure any necessary risk and compliance adjustments occur at the Board’s discretion. The Managing Director assesses each of the Senior Executive’s performance shortly after financial year-end based on the achievement of the individual’s financial and non- financial measures set at the start of the year. 28 Annual Financial Report 2017 Annual Financial Report 2017 29 50 60 65 70 8 + 12 + 10 + 50 8 + 12 + 10 + 55 3 + 7 + 10 + 60 3 + 7 + 25 + 40 The Managing Director then applies any upward or downward adjustment to determine the proposed STI awards for recommendation to the Governance & HR Committee and Board. The Board considers the Managing Director is best placed to assess the performance and overall contribution of the Senior Executives. STI deferral If an STI award exceeds $50,000, one third of the award is deferred into equity as grants of deferred shares. The deferred shares are fully paid ordinary shares acquired on-market and held by the Plan Trustee for a two-year deferral period commencing from the end of the financial year for which the STI was granted. They are also subject to a two-year service condition and risk adjustment at the discretion of the Board. If the service condition is not met the deferred shares do not vest and are forfeited. The number of deferred shares granted is calculated by dividing the value of the deferred STI component by the volume weighted average closing price of the Bank’s shares for the last five trading days ending on the grant date. No STI deferred shares were granted during the year as no STI awards were made in respect to the 2016 financial year. Executives may be invited to participate in annual grants of performance rights. The rights are granted at no cost, have no exercise price and each right represents an entitlement to one ordinary share. The remuneration value of LTI grants is also determined on the basis of the Executive’s targeted remuneration mix and the number of performance rights granted is determined by dividing the value of the LTI component by the volume weighted average closing price of the Bank’s shares for the last five trading days of the financial year prior to the year of the grant. For the purposes of the grant made during the year the volume weighted average closing price was $9.32. The following changes were made for the performance rights granted in FY17: • a new “Customer Hurdle” was introduced; • a new vesting approach was adopted; and • the performance period for Senior Executives (i.e. not including the Managing Director) was reduced from four years to three years. Each of these changes is discussed in more detail below. Long Term Incentive (LTI) LTI is equity based remuneration that is subject to long-term performance and service conditions. At the Board’s discretion, The FY17 performance right grants were made using a three ‘sleeve’ approach. An overview of the grant design is presented in the below table. First Sleeve Second Sleeve Third Sleeve Service Condition Allocation and Measures (all grants) Performance period: Managing Director Performance period: Senior Executives 30% of performance rights granted Subject to a ‘Customer Hurdle’ Customer Hurdle performance period: 1.7.16 to 30.6.20 Customer Hurdle performance period: 1.7.16 to 30.6.19 35% of performance rights granted Subject to EPS and TSR measures EPS performance period: 1.7.16 to 30.6.17 TSR performance period: 1.7.16 to 30.6.20 EPS performance period: 1.7.16 to 30.6.17 TSR performance period: 1.7.16 to 30.6.19 35% of performance rights granted Subject to TSR measure TSR performance period: 1.7.16 to 30.6.20 01.7.16 to 30.6.20 TSR performance period: 1.7.16 to 30.6.19 01.7.16 to 30.6.19 First Sleeve- Customer Hurdle To satisfy the Customer Hurdle, the Bank’s net promotor score (NPS) performance over the performance period (measured using a 6 month rolling average) must be 20 basis points greater than the median performance of a peer group of Australian banks. The performance rights subject to the Customer Hurdle are also subject to a service condition as well as Board discretions described below. If the Customer Hurdle is met, all the rights under this sleeve will vest. If the Customer Hurdle is not met, the rights will not vest and will lapse. NPS was chosen as it represents a global industry standard used to measure customer advocacy. Customers are asked to rate their likelihood of recommending a particular financial institution to their family and friends, on a 10 point scale. NPS is calculated by subtracting the proportion of detractors (those rating between 1 and 6) from the proportion of promoters (those rating between 9 and 10), resulting in an overall NPS score. The underlying data is sourced from Roy Morgan Research, who survey around 50,000 consumers annually. The equity grants to the Managing Director for FY17, including the LTI grant with the new Customer Hurdle, was considered by the Bank’s shareholders at the Bank’s Annual General Meeting for 2016, with more than 82 percent voting in favour of the proposal. Notwithstanding this strong support for the equity grants from the Bank’s shareholders, some governance commentators have expressed concern about the introduction of the Customer Hurdle on the basis that, in their view, NPS - a measure of good customer outcomes - does not necessarily drive a better shareholder outcome. We believe the introduction of a Customer Hurdle for 30% of the LTI value acts as an appropriate incentive for the Bank’s executives for two main reasons: • the Customer Hurdle directly links a part of their total remuneration to the Bank’s vision to be Australia’s most customer-connected Bank, which we believe is a key part of building long term value for shareholders; and • the Customer Hurdle addresses some governance commentators’ concerns about the utility of TSR as the sole determinant for an LTI award. It is worth noting, however, that the Board is still committed to TSR for 70% of the LTI. It is also worth noting that the introduction of a hurdle directly linked to good customer outcomes is a consistent response to the increased public concern about conduct and culture concerns in the Australian banking sector. Second Sleeve - EPS and TSR Hurdle For the rights to vest the Bank’s cash EPS performance for the EPS performance period must be equal to or better than the cash EPS performance for the financial year before the EPS performance period. If the EPS performance measure is not met, the rights will not vest and will lapse. If the EPS performance measure is met, the performance rights will vest subject to the Bank’s TSR performance in accordance with the below vesting schedule. The EPS hurdle was chosen because EPS is an important and well understood indicator of financial performance and capital efficiency. Also, as the performance rights are issued annually, 35 percent of the LTI component is conditional upon an improved cash EPS performance year-on-year. The TSR hurdle measures the Bank’s shareholder return performance relative to the TSR performance of other ASX 100 companies (excluding property trusts and resources stocks) using the ASX 100 Accumulation Index. This comparator group was chosen as it is frequently used in the market and requires the Bank to outperform the majority of companies in the peer group before the KMP receive any value from the grant. The TSR measure was chosen as it is a widely used and understood means of measuring performance linked to shareholder value. The TSR measure is independently calculated by an external provider. Third Sleeve- TSR Hurdle The performance rights will vest subject to the Bank’s TSR performance in accordance with the below vesting schedule. Vesting Schedule The following vesting schedule applies to both the TSR testing in the second sleeve and the third sleeve. TSR performance against peer Group Percentage of performance rights that vest At or below the 50% 0% At 50.1% 60% Between the 50.1% and 75% Straight-line vesting: • starting at 60%; and • reaching 100% at the 75th percentile. Above the 75th percentile 100% As the table above shows, vesting of performance rights commences at 60% for performance above the median of the comparator group and reaches 100% at the 75th percentile. The vesting schedule has been structured in this way to reflect the fact that the value of our LTI plans for Executives does not represent a significant part of remuneration. The performance period for the Senior Executives’ LTI is three years, and four years for the Managing Director’s LTI. The Board decided in 2016 to reduce the performance period for Senior Executives’ LTI to three years (from four years) following a review of the current practices of a peer group of companies and the guidelines published by the main governance advisory firms. The performance rights are also subject to a service condition. If the service condition is not met, the performance rights will not vest irrespective of the outcome of the testing for the three sleeves, unless the Board exercises its discretion otherwise. In relation to the Managing Director, if his employment with the Bank ends prior to July 2019, the Board may exercise a discretion to shorten the Customer Hurdle performance period, the TSR performance period and the service condition to a period of three years. There is no retesting. For each sleeve, if the hurdle is not met the performance rights lapse. If performance rights vest, the Board will instruct the Plan Trustee to subscribe for or acquire the required number of ordinary shares. Legacy grants (Senior Executives) Current grants of performance rights were made to Senior Executives during the 2014, 2015 and 2016 financial years. The main distinction between the grant terms and the current year’s grant are outlined below. The Managing Director’s previous performance right grant concluded at 30 June 2016. These “legacy” grants have a four year performance period consisting of a twelve month initial performance period for cash EPS testing followed by a three year performance period for relative TSR testing. The grants are also subject to a four year continued service condition. The TSR hurdle measures the Bank’s shareholder return performance relative to the TSR performance of other companies in the ASX 100 Accumulation Index (excluding property trusts and resources stocks). The number of performance rights that vest and convert into ordinary shares at the end of the applicable performance period is determined as follows: a. EPS hurdle: The grant is reduced by 50 percent if the Bank’s cash earnings per share for the applicable financial year is less than the cash earnings per share for the previous financial year. b. TSR hurdle: The TSR performance period is three years. Vesting of the performance rights (as adjusted for the EPS performance outcome) will be conditional on achieving the following TSR performance against the peer group: Company’s relative TSR ranking Percentage of performance rights that vest TSR below 50th percentile Nil TSR between 50th percentile and 75th percentile 65% TSR above 75th percentile 100% There is no retesting and any rights that do not vest will lapse. There have been no changes to terms or performance measures of the performance right grants made in previous years. 30 Annual Financial Report 2017 Annual Financial Report 2017 31 Common equity grant terms All deferred share and performance right grants are made in accordance with the rules of the Bank’s Employee Salary Sacrifice, Deferred Share and Performance Share Plan (“Plan”). Executives are entitled to vote and to receive any dividend, bonus issue, return of capital or other distribution made in respect of deferred shares during the deferral period. They are not entitled to deal in the deferred shares until they vest and the Board may treat deferred shares as forfeited before vesting. The performance rights do not carry any dividend or voting rights or the right to participate in the issue of new shares, such as a bonus share issue. The Executives are prohibited from dealing in the performance rights. If an Executive ends their employment with the Bank or were to act fraudulently, dishonestly or, in the Board’s opinion, in breach of his or her legal duties before the conditions have been met, the deferred shares or performance rights will be forfeited on the Executive’s last day of employment, unless exceptional circumstances apply and the Board decides to vest some or all of the shares or rights. If an Executive’s employment ends because of death, disability, redundancy, or any other reason approved by the Board, the deferred shares or performance rights will continue to be held as if the executive’s employment has not ended, and the service condition will be treated as waived, unless the Board decides otherwise. If the Board does decide otherwise, it may determine that some or all of the shares or rights are forfeited, which would occur on the last day of employment. The Board has discretion under the Plan rules to vest all or a specified number of deferred shares or performance rights if there is a takeover, compromise, scheme of arrangement or merger. Matters the Board may take into account include the Group’s pro-rata performance against the performance conditions and the individual’s performance. Under the rules of the Plan the Board has discretion to satisfy deferred share grants and vested performance right grants by either issuing new shares or acquiring shares on-market. Risk adjustment The Board may adjust the number of deferred shares and performance rights that vest to take into account any unforeseen or unexpected circumstances and risk developments. The Board has absolute discretion to adjust variable remuneration (Deferred base pay, Deferred STI and LTI) to reflect the following: a. The outcomes of business activities; b. The risks related to the business activities taking into account, where relevant, the cost of the associated capital; and Section 3: Remuneration arrangements FY2017 Managing Director The Managing Director’s fixed base remuneration remained unchanged at $1,379,000 per annum. There was also no change to the Managing Director’s STI component of $400,000 which has remained unchanged since the 2012 financial year. The Board set the following financial and non-financial performance measures for the year. c. The time necessary for the outcome of those business Criteria Measure Assessment activities to be reliably measured. This includes adjusting performance-based components of remuneration downwards, to zero if appropriate. On an annual basis the Governance & HR Committee reviews the appropriateness of releasing deferred equity components taking into account the Group’s performance outlook and any other matter that might impact the financial soundness of the Group. Hedging Executives and their closely related parties may not enter into a transaction designed to remove the at-risk element of equity based pay before it has vested, or while it is subject to a trading restriction. These restrictions are in the Bank’s Trading Policy and Remuneration Policy. The Bank treats compliance with these policies as important. At the end of each financial year each Executive is required to confirm that they have complied with these restrictions. If an Executive breaches either of these restrictions the Executive forfeits all variable remuneration in the form of equity that is subject to the prohibition at the time of the breach. Margin loan facility restriction The Bank’s Trading Policy also prohibits KMPs from using the Bank’s securities as collateral in any margin loan arrangements. 1. Risk a. b. The level of risk associated with the Group’s performance was within the Group’s risk appetite; and The measure was met An effective risk culture is promoted with evidence of enhanced risk practice across the organisation. The measure was met 2. Medium term targets 3. Strategic projects a. Shareholder Targets: focusing on improved and sustainable shareholder value; The measure was met b. Customer Targets: focusing on customer satisfaction, advocacy rankings and growth in the customer base and products per customer ratio; The measure was substantially met c. d. e. a. b. c. Financial Targets: focusing on improving economic performance including balance sheet and earnings growth; The measure was met Partner Targets: focusing on the performance of the partner network including community and partner satisfaction rankings; and The measure was met People Targets: focusing on employee engagement, diversity and inclusion and organisational effectiveness. The measure was met The progress made during the year towards achieving Basel II advanced accreditation. Increasing the depth and capability of leadership at all levels within the organisation; and The measure was substantially met The measure was substantially met The progress made in identifying and progressing new growth opportunities that align with the Group’s Purpose. The measure was met 4. Public representation The Group continues to be represented effectively to government (state and federal) and in industry and public forums. The measure was met The Managing Director’s grants of 76,219 deferred shares and 76,219 performance rights was made on 16 December 2016 on the terms described at Section 2.3. Each of the grants had a face value of $746,184 based on the Bank’s closing share price on 1 July 2016 of $9.79 and achieving 100 percent vesting. Details of the grants are presented at Section 7. Senior Executives Senior Executive base remuneration remained unchanged except for one individual who received a 5% increase. The monetary value of the Senior Executive deferred base grants were also unchanged. Details of the share grants are presented at Section 7. Senior Executive STI components were unchanged and are presented in Section 7 (Table 4). The STI components were subject to the achievement of financial and non-financial performance based on the following: a. Group financial and strategic performance goals including achievement of targeted statutory and cash earnings performance; b. Business unit/divisional performance; and c. Individual performance, including alignment with the Group’s corporate values and code of conduct. Risk and compliance requirements represent a gateway for STI payments. If the individual, team or Group does not meet or only partially meets risk and compliance requirements or the individual does not demonstrate behaviour in-line with the corporate values, no award or a reduced award will be made. Senior Executive LTI components were unchanged with the exception of one individual who received a moderate increase to align with internal relativities. The annual grant of performance rights was made in accordance with the terms described at Section 2.3. Further details on the performance right grants are presented at Section 7. 32 Annual Financial Report 2017 Annual Financial Report 2017 33 Section 4: Linking remuneration to performance 4.1 Overview of company performance The Group produced a sound operating result in what has again been a challenging and highly competitive environment. The following table provides an overview of the key performance indicators on a year-on-year basis for the past five years. The remuneration outcomes for the year were in line with the Group’s performance and progress made in respect to longer term business priorities. Company performance measure Financial year ending Statutory net profit after tax ($m) Statutory earnings per share (cents) Cash earnings ($m) 1 Cash earnings per share (cents) 1 Dividends paid and payable (cents per share) Share price at start of financial year Share price at end of financial year Total shareholder return 2017 429.6 90.9 418.3 88.5 68.0 $9.60 $11.08 22.5% 2016 415.6 90.4 401.4 87.3 68.0 $12.26 $9.60 (16.2%) 2015 423.9 92.5 402.8 88.6 66.0 $12.20 $12.26 5.9% 2014 372.3 87.7 359.5 85.9 64.0 $10.07 $12.20 28% 2013 352.3 84.9 341.8 83.9 61.0 $7.41 $10.07 44% 1 The cash earnings and cash earnings per share amounts for the prior years have been recalculated using the new methodology, announced to the market on 5 June 2017, which excludes the unrealised gains/losses and associated funding costs from the Homesafe investment. More detail on the change in accounting treatment for the Homesafe portfolio is provided in Section 4.2.1. 4.2 Remuneration outcomes 4.2.1 Change to treatment of Homesafe income in cash earnings Homesafe is a product funded by the Bank whereby mature- aged homeowners can sell a percentage of the future sale value of their home in return for an upfront lump sum. From the establishment of Homesafe in 2005, the value of the Bank’s investment in Homesafe contracts has grown to a current value of more than $666 million. Under the applicable accounting standard, movements in the value of the Homesafe portfolio are recorded in the profit and loss statement. These amounts include both realised gains/ losses (i.e. cash proceeds when the property is eventually sold) and unrealised gains/losses (i.e. mark-to-market movements in the value of the underlying properties) on the portfolio. Whilst the profit contribution from Homesafe has been a significant part of the Bank’s total net profit after tax in recent years, the feedback from the investment community indicated that they did not fully value the contribution from the Homesafe portfolio because a considerable proportion was derived from non-cash movements in the value of the underlying properties (i.e. unrealised gains). properties from initial funding until the property is sold. The change will provide more transparency around the amount of realised income received by the Bank and should reduce volatility in the Bank’s cash earnings. This approach is also broadly consistent with the regulatory capital treatment of the Homesafe investment. The change became effective for the Bank’s earnings for the financial year ended 30 June 2017, with previous years’ earnings re-stated on a pro forma basis. The statutory reporting figures are unaffected by this change. As mentioned earlier, the parameters for the establishment of the bonus pool are set at the start of each financial year, based on a minimum level of cash earnings performance. The parameters for the establishment of a bonus pool for FY17 were approved by the Board in July 2016 and based on the ‘old’ cash earnings formula that included unrealised gains/losses from the Homesafe portfolio. This is because the change to the cash earnings calculation described above was not under consideration at the time. Accordingly, for the purposes of calculating the amount of this year’s bonus pool, the Board used the ‘old’ cash earnings formula. In June 2017 the Bank decided to modify its formula for calculating cash earnings by excluding the unrealised gains/ losses generated through the valuation movements of the portfolio, as well as the associated funding costs. Any realised gains will continue to be reflected in cash earnings, representing the profit from the movement in the value of The “second sleeve” of performance rights granted to Executives in 2016 includes a requirement that, for the rights to vest, the Bank’s cash EPS performance for FY17 must have been equal to or better than the cash EPS performance for FY16. The Board considered both the ‘old’ cash earnings formula and ‘new’ cash earnings formula for both FY16 and FY17, and under both scenarios the EPS hurdle was satisfied. On this basis, the Board resolved to carry forward the “second sleeve” of performance rights granted to Executives in 2016 for TSR testing in accordance with its terms. All of the other current Executive equity grants are not directly affected by the change to the cash earnings calculation. The board has specifically considered the impact of the change on KMP remuneration outcomes and is satisfied the KMP have not benefitted from the change. 4.2.2 Current year outcomes Deferred base - The deferred base pay and deferred STI grants made in 2015 were scheduled to be tested and having regard to the financial soundness of the organisation it was decided by the Board to vest the deferred shares. Details on the vested deferred shares are presented at Section 7. STI - The measures used to determine the bonus pool allocation are broadly the annual cash earnings performance overlaid with key performance metrics and risk management outcomes. For the reasons described in section 4.2.1, the ‘old’ formula for calculating cash earnings was used to calculate the bonus pool. Following are the bonus pool measures and outcomes for the financial year: Primary Measure Performance Outcomes Achieve 95% of target cash earnings (threshold hurdle) The Group achieved the cash earnings threshold hurdle. Secondary Measures Risk and Performance Outcomes Cash earnings per share The Group outperformed the cash earnings per share hurdle. Cash earning per share improved on the previous year’s performance using both the ‘old’ and the ‘new’ methodologies. Return on Equity (cash basis) Return on Tangible Equity (cash basis) Common Equity Tier 1 Equity The return on equity ratio for the year was 8.1 percent. This exceeded the targeted performance. The return on tangible equity ratio for the year was 11.6 percent. This exceeded the targeted performance. The Common Equity Tier 1 ratio at year end was 8.27 percent. This was above the targeted performance. Cost to Income Ratio The cost to income ratio for the year was 56.1 percent. This was in line with the targeted performance. Liquidity Coverage Ratio The liquidity coverage ratio was maintained in accordance with approved internal and regulatory limits during the year. This met the targeted performance. Risk Weight Assets / Total Assets The risk weighted asset to total asset ratio at year end was 53.3 percent. This was in line with the targeted performance. The Group performed soundly overall and recorded continued improvement in most key financial performance measures. The Board determined that the criteria for establishing a performance bonus pool had been met and a bonus pool was established for the year. The bonus pool represented 60 percent of the maximum capped amount. The performance assessments for individual Executives were completed for the year in accordance with the process described at section 2.3 and STI awards have been made in line with those assessments. The Board assessed the performance of the Managing Director. Based on the size of the bonus pool, the Managing Director was awarded an STI payment of $240,000 for the year. The Board assessed that the Managing Director had achieved his performance goals and decided not to make any further adjustment to the STI award. Accordingly, the actual STI payment represents 60% of the STI maximum opportunity which corresponds with the proportion of the maximum bonus pool established for STI and bonus payments. The Managing Director assessed the performance of the Senior Executives and determined the proposed STI awards for consideration by the Governance and HR Committee and Board. On average the actual STI payments represent 55.4% percent of the STI maximum opportunity which is consistent with the size of the bonus pool established by the Board. There were no adjustments to individual STI awards for the risk or compliance conditions. 34 Annual Financial Report 2017 Annual Financial Report 2017 35 The following chart shows the correlation between the annual improvement in the Group’s cash earnings (calculated using the ‘old’ cash earnings methodology and average STI award (as a percentage of the STI maximum opportunity) over the past five years. LTI - The measures used to determine the vesting of prior and current year’s performance rights are a combination of the Group’s EPS, TSR and NPS performance. The below table summarises the current LTI performance right grants and performance testing outcomes for the year: t n e c r e P 15 10 5 0 70 60 50 40 30 20 10 0 t n e c r e P 2013 2014 2015 2016 2017 Cash earnings increase (Left hand side) Average STI payment (as a % maximum STI) (Right hand side) Grant Grant Date NPS Test Date EPS Test Date EPS Test Met TSR Test Date TSR Test Met NPS Test Met Vested for 2017 Lapsed for 2017 Remaining 2014 LTI Senior Executives 2015 LTI Senior Executives 2016 LTI Senior Executives 2017 LTI Senior Executives 2017 LTI Managing Director 17.12.13 n/a 30.06.14 Met 30.06.17 10.12.14 n/a 30.06.15 Met 30.06.18 17.12.15 n/a 30.06.16 Met 30.06.19 Test not met Not yet tested Not yet tested n/a 0% 100% 0% n/a 0% 0% 100% n/a 0% 0% 100% 16.12.16 30.06.19 30.06.17 Met 30.06.19 Not yet tested Not yet tested 0% 0% 100% 16.12.16 30.06.20 30.06.17 Met 30.06.20 Not yet tested Not yet tested 0% 0% 100% The LTI grant made to Senior Executives in 2014 reached the end of the four year performance period and was tested against the TSR performance measure. The relative TSR performance was rated below the median of the peer group, and the measure was not met. In accordance with the vesting framework none of the performance rights vested. The grants made to Senior Executives in 2015 and 2016 will be tested in future periods. As mentioned above, in relation to the 2017 LTI grants, the EPS performance hurdle relating to the second sleeve was tested using both the ‘old’ and the ‘new’ cash earnings methodologies, and was met under both scenarios. Accordingly 100 percent of the performance rights have been carried forward for testing over the three year (Senior Executives) and four year (Managing Director) TSR performance periods. The first and third sleeves will also be tested in future periods. The Board considers the remuneration outcomes to be consistent with shareholder outcomes. The Executive remuneration disclosures presented at Table 3 of this report indicate that the value of the share based payments to the Managing Director decreased significantly year on year. These figures are driven by the accounting rules for valuing and amortising share-based payments which can be misleading. The actual share-based payment grants to the Managing Director have been maintained at the same level since his appointment to the role in 2009, being annual grants of 76,219 deferred shares and 76,219 performance rights. The movement in the accounting values is due to differences in the amortisation periods and fair value of the more recent grants, being the grants made in 2016 and 2017. Section 5: Non-executive Director remuneration The remuneration of Non-executive Directors is based on the following principles and arrangements. There is no direct link between Non-executive Director fees and the annual results of the Group. Non-executive Directors do not receive bonuses or incentive payments, nor receive any equity-based pay. Shareholders approved an aggregate fee pool for Non- executive Directors of $2,500,000 at the 2011 Annual General Meeting. This fee pool covers payments (including superannuation) for the main Board and payments to the Bank’s Non-executive Directors appointed to subsidiary boards and the Community Bank® National Council. Non-executive Directors receive a fixed annual fee inclusive of superannuation contributions at 9.5 percent. In relation to the superannuation contributions, Non-executive Directors can elect to receive amounts above the maximum contributions limit as cash or additional superannuation contributions. The Chairman receives a higher base fee in recognition of the additional time commitment and responsibilities. The base fee for Non-executive Directors remained unchanged for the year. The current base fee which has been in effect from 1 September 2015 is: a. $193,000 for Directors (inclusive of company superannuation contributions); and b. $482,500 for the Chairman (inclusive of company superannuation contributions). No additional fees are paid for serving on Board Committees. The Governance & HR Committee (the “Committee”) recommends to the Board the remuneration policy and remuneration for Non-executive Directors. The base fee is reviewed annually by the Committee and the following considerations are taken into account in setting the base fee: Additional fees were paid to Non-executive Directors appointed to the Boards of subsidiary companies Sandhurst Trustees, Rural Bank and the Community Bank® National Council. During the year the Board decided to cease the payment of fees for the Rural Bank Board effective 1 September 2016. a. The scope of responsibilities of Non-executive Directors and time commitments. This includes consideration of significant changes to the Group’s operations and industry developments which impact Director responsibilities at the Board and committee level. A review of the Non-executive Director fees has also been completed since the end of the financial year. The Board has approved a 2.5 percent increase to the annual base fee taking the annual fee amount to $197,825 effective from 1 August 2017. b. Fees paid by peer companies and companies of similar market capitalisation and complexity, including survey data and peer analysis to understand the level of Director fees paid in the market, particularly in the banking and finance sector. The Directors contribute $5,000 each to the Bank’s scholarship program. The program was established to assist disadvantaged students meet tertiary education accommodation and direct study costs. The contributions are deducted from base fee payments. Section 6: Remuneration governance The Committee provides assistance to the Board in relation to the Group’s remuneration arrangements. The Board makes all final decisions in relation to those arrangements. The current members of the Committee are all independent Non-executive Directors: a. Tony Robinson (Chairman) b. Jacquie Hey c. Robert Johanson d. Deb Radford The Committee has responsibility for providing input into the Group’s risk management framework in relation to remuneration risk, in particular, recommending to the Board the remuneration arrangements for the Executives. A summary of the Committee’s remuneration responsibilities is presented below and the Committee Charter is available from the Corporate Governance section of the Bank’s website at www.bendigoadelaide.com.au/public/corporate_governance/. The Committee’s remuneration responsibilities include conducting regular reviews of, and making recommendations to the Board on the remuneration strategy and policy taking into account the Group’s objectives, risk profile, shareholder interests, regulatory requirements and market developments. The Committee is also responsible for making recommendations to the Board on: a. the remuneration arrangements for executives, including the terms on which performance-based remuneration will be provided; the performance-based remuneration outcomes for the executives; and the annual bonus pool. b. c. The Committee makes recommendations to the Board on the exercise of the Board’s discretion to adjust incentive and performance-based remuneration to reflect the outcomes of business activities and the risks relating to those activities. The Committee is also responsible for recommending to the Board the remuneration matters specified by the Australian Prudential Regulation Authority under Prudential Standard CPS 510 Governance relating to other designated responsible persons, risk and financial control personnel and material risk takers. The Committee may consult a professional adviser or expert, at the cost of the Bank, if the Committee considers it necessary to carry out its duties and responsibilities. No remuneration recommendations were obtained from external consultants in relation to any of the KMP during the reporting period. 36 Annual Financial Report 2017 Annual Financial Report 2017 37 Section 7: KMP remuneration, equity and loan tables Table 1: Non-executive Director remuneration The following payments were made to Non-executive Directors in the 2017 and 2016 financial years. Non-executive Director R Johanson (Chairman) 4 Short-term benefits Post-employment benefits Fees 1 Non-monetary benefits 2 Superannuation contributions 3 $458,334 $534,686 $176,689 $72,939 $176,689 $256,279 $176,689 $175,911 $176,689 $175,925 $184,488 $260,135 $176,689 $175,903 $233,384 $266,809 $4,550 $4,550 - - - - - - - - $5,674 $5,674 - - - - $19,616 $19,308 $16,311 $6,376 $16,311 $24,338 $16,311 $16,706 $16,311 $16,692 $18,338 $19,308 $16,311 $16,714 $19,616 $19,308 Total $482,500 $558,544 $193,000 $79,315 $193,000 $280,617 $193,000 $192,617 $193,000 $192,617 $208,500 $285,117 $193,000 $192,617 $253,000 $286,117 2017 2016 J Harris 5 2017 2016 J Hazel 6 2017 2016 J Hey 2017 2016 R Hubbard 2017 2016 D Matthews 7 2017 2016 D Radford 2017 2016 T Robinson 8 2017 2016 Aggregate totals 2017 2016 $1,759,651 $1,918,587 $10,224 $10,224 $139,125 $138,750 $1,909,000 $2,067,561 1 Fee amounts include the $5,000 Director contribution to the Board scholarship program. 2 Represents fee sacrifice component of the base Director fee paid as superannuation. 3 Represents company superannuation contributions. 4 The comparative fee amount for Mr Johanson includes the fee paid by Rural Bank Limited of $77,000 inclusive of company superannuation. 5 Ms Jan Harris was appointed to the Board on 2 February 2016. 6 The comparative fee amount for Mr Hazel includes the fee paid by Rural Bank Limited of $88,000 inclusive of company superannuation. 7 The fees paid to Mr Matthews include $15,500 inclusive of company superannuation as a member of the Community Bank® National Council. The comparative amount includes a fee of $77,000 inclusive of company superannuation as a Director of Rural Bank Limited. 8 The fees paid to Mr Robinson include a fee of $60,000 inclusive of company superannuation as a Director of Sandhurst Trustees Limited (FY2016: $93,500). Table 2: Non-executive Director equity holdings The details of shareholdings in the Bank held by Non-executive Directors (including their close family members or any entity they, or their close family members, control, jointly control or significantly influence) are set out below. Number at the start of year Net Change 1 Number at end of year 2 Name Ordinary shares Preference shares Ordinary shares Preference shares Ordinary shares Preference shares Non-executive Directors R Johanson 241,300 J Harris J Hazel J Hey R Hubbard D Matthews D Radford T Robinson 1,000 24,172 10,013 10,387 28,361 1,900 23,192 - - - 250 - - 3,190 - 14,515 - 1,956 1,365 1,388 2,598 - 9,948 - - - - - - - - 255,815 1,000 26,128 11,378 11,775 30,959 1,900 33,140 - - - 250 - - 3,190 - 1 No equity instruments were granted as compensation to Non-executive Directors during the reporting period. 2 None of the shares are held nominally. Table 3: Executive remuneration The statutory executive remuneration disclosures are set out in the table below. The following remuneration disclosures have been prepared in accordance with the Corporations Act 2001 and Australian Accounting Standards. Short-term employee benefits Cash Salary 1 Cash bonuses (STI) 2 Non- monetary benefits 3 Superan- nuation benefits 4 Other long-term benefits 5 Termination Share-based payments 6 Perfor- mance rights 7 Deferred shares 8 Total Perfor- mance related 11 Execu- tive M Hirst 2017 $1,395,084 $160,000 $520 $19,616 ($8,096) - $150,559 $488,945 $2,206,628 2016 $1,365,435 - $7,015 $19,308 ($14,256) - $358,737 $996,058 $2,732,297 M Baker 2017 2016 R Fennell 2017 2016 $545,945 $80,000 $16,038 $19,652 ($15,144) - $146,572 $184,624 $977,687 $549,882 - $12,174 $19,308 $8,625 - $95,032 $186,633 $871,654 $570,558 $100,000 $4,500 $19,616 $14,527 - $149,364 $187,385 $1,045,950 $589,920 - $4,500 $19,308 ($3,113) $97,824 $195,646 $904,085 15% 15% 24% 15% 25% 15% A Gartmann 10 2017 2016 $306,332 $40,000 $720 $19,616 $4,759 $194,964 - - $13,238 $3,131 R Musgrove $295,489 $40,000 $24,252 $29,722 ($13,788) $300,549 - $18,288 $29,722 ($4,400) 2017 2016 T Piper - - - - - $37,572 $69,426 $478,425 16% $7,916 $30,000 $249,249 3% $59,185 $69,426 $504,286 20% $29,530 $70,975 $444,664 9% 2017 $523,845 $40,000 $15,250 $19,616 $13,991 - $118,372 $144,647 $875,721 18% 38 Annual Financial Report 2017 Annual Financial Report 2017 39 Execu- tive Short-term employee benefits Cash Salary 1 Cash bonuses (STI) 2 Non- monetary benefits 3 Superan- nuation benefits 4 Other long-term benefits 5 Termination 2016 $533,849 - $15,770 $19,308 $14,245 B Speirs 9 2017 2016 $322,931 $50,000 $6,500 $19,652 $8,495 $247,020 - $4,902 $14,560 $10,934 S Thredgold 2017 2016 A Tullio 2017 2016 A Watts 2017 2016 $347,509 $80,000 $5,000 $19,652 ($6,817) $340,995 - $5,000 $19,308 ($15,209) $340,228 $50,000 $18,939 $19,616 $5,923 $346,635 - $15,329 $19,308 $31,255 $363,348 $33,333 $31,828 $19,616 $6,840 $403,506 - $17,558 $19,308 ($7,604) Former Key Management Personnel D Bice 9 - - - - - - - - - Share-based payments 6 Perfor- mance rights 7 Deferred shares 8 Total Perfor- mance related 11 $76,012 $140,593 $799,777 11% $50,764 $69,426 $527,768 19% $15,918 $22,623 $315,957 5% $61,978 $69,426 $576,748 $43,624 $75,724 $469,442 25% 12% $59,185 $89,327 $583,218 20% $29,530 $84,304 $526,361 9% Table 4: Executive STI payments The following short-term incentives were awarded to executives for FY2017. The short term incentives forfeited are also set out in the table below. Executive M Hirst M Baker R Fennell A Gartmann R Musgrove T Piper B Speirs S Thredgold A Tullio A Watts STI maximum opportunity 1 STI payment Paid as cash Deferred into shares 2 STI payment as % of STI maximum opportunity % of STI Award forfeited $400,000 $200,000 $250,000 $70,000 $100,000 $100,000 $125,000 $200,000 $100,000 $180,000 $160,000 $ 80,000 $100,000 $40,000 $40,000 $40,000 $50,000 $80,000 $50,000 $33,333 $80,000 $40,000 $50,000 $20,000 - - $25,000 $40,000 $25,000 $16,667 60% 60% 60% 86% 40% 40% 60% 60% 60% 28% 40% 40% 40% 14% 60% 60% 40% 40% 40% 72% $61,978 $67,015 $583,958 $49,275 $74,638 $556,681 18% 13% 1 The STI award is subject to the achievement of financial and non-financial measures. Accordingly, the minimum potential STI award is nil. 2 One-third of STI awards that exceed the $50,000 threshold set by the Board are subject to deferral for two years into shares in the Bank. The allocation of deferred shares for the 2017 deferred STI components is expected to be made in October 2017. 2016 $316,894 - $12,071 $14,507 ($69,393) $774,377 $32,778 $64,598 $1,145,832 12% J Billington 10 Table 5: All equity plans – equity valuation inputs The following tables summarise the valuation inputs for current equity instruments issued by the Bank. a. Deferred Shares 2016 $110,706 - - $24,506 - $412,778 $16,575 $53,518 $618,083 15% Terms & Conditions for each Grant 2017 $5,011,269 $673,333 $123,547 $206,374 $10,690 - $895,529 $1,439,647 $8,360,389 2016 $5,300,355 - $112,607 $231,689 ($45,785) $1,187,155 $852,751 $1,995,310 $9,634,082 ¹ Cash salary amounts include the net movement in the Executive’s annual leave accrual for the year. 2 These amounts represent STI cash awards to Executives for the financial year. The cash component is expected to be paid in October 2017. Refer also to footnote 8 below for discussion on the deferral of STI components. 3 “Non-monetary” relates to sacrifice components of Executive salary such as motor vehicle costs. 4 Represents company superannuation contributions made on behalf of executives. Company superannuation contributions form part of the executive’s fixed base remuneration and are paid up to the statutory maximum contributions base. Mr Musgrove also receives an additional company contributions as part of an arrangement with former members of a defined benefit fund that was amalgamated with an accumulation fund in 1994. 5 The amounts disclosed relate to movements in long service leave accruals. 6 In accordance with the requirements of Australian Accounting Standards, remuneration includes a proportion of the fair value of equity compensation granted or outstanding during the year. The fair value of equity instruments is calculated as at the grant date and is progressively allocated over the vesting period. The amount included as remuneration is not related to or indicative of the benefit (if any) that individual executives may ultimately realise should the equity instruments vest. The fair value of performance rights as at the grant date has been calculated under AASB 2 Share-based Payments applying a Black-Scholes-Merton valuation method incorporating a Monte Carlo simulation option pricing model to estimate the probability of achieving the Total Shareholder Return hurdle and the number of performance rights that vest. The assumptions underpinning these valuations are set out in Table 5. 7 The amounts included in the performance rights column represent the fair value of performance right grants to Executives amortised over the applicable vesting period. The Managing Director’s current year amount represents the amortised fair value allocation for the performance right grant made during the 2017 financial year. The comparative amount represents the final amortised fair value allocation for the previous performance right grant that completed on 30 June 2016. The Senior Executives current year amounts represent the amortised fair value allocation for the 2014, 2015, 2016 and 2017 performance right grants. The comparative amounts represent the amortised fair value allocation for the 2013, 2014, 2015 and 2016 performance right grants. 8 The amounts included in the deferred share column comprise: • The fair value of deferred STI components amortised over a two-year deferral period. The deferred STI component for the 2015 financial year is amortised over 2016 and 2017 financial years. There was no deferred STI component for the 2016 financial year. • The fair value of the deferred base pay grants amortised over a two-year deferral period. The deferred base pay grant made during the 2016 financial year is amortised over the 2016 and 2017 financial years and the deferred base pay grant made during the 2017 financial year is amortised over the 2017 and 2018 financial years. The comparative figure includes the fair value of the deferred base pay grant made in the 2015 financial year amortised over the 2015 and 2016 financial years. 9 Mr Dennis Bice ceased as a KMP on 31 March 2016 and Mr Bruce Speirs commenced as a KMP on 29 September 2015. The remuneration amounts for these KMP (except for the termination payment to Mr Bice) are presented on a pro-rata basis. 10 Mr John Billington ceased as a KMP on 29 September 2015 and Ms Alex Gartmann commenced as a KMP on 26 October 2015. 11 The performance related percentage comprises cash bonus (STI) payments, the amortised fair value of performance right grants and the amortised fair value of deferred STI components (which form part of the amount disclosed under the ‘Deferred shares’ column). Equity Instrument Grant date Issue price / Fair value 1 Share price at grant date Restriction period end / test date Vest / Expiry date Deferred Shares STI 2 12.10.2015 Deferred Shares Base Pay 17.12.2015 Deferred Shares Base Pay 16.12.2016 $10.02 $12.43 $12.25 $10.36 $11.24 $12.25 30.06.2017 30.06.2017 30.06.2017 30.06.2017 30.06.2018 30.06.2018 1 The fair value of deferred share grants (for STI deferral and deferred base pay) is calculated using the volume weighted average closing price of the Bank’s shares for the five day period ending on the grant date. 2 The Managing Director’s deferred STI grant was made on 30 September 2015. b. Performance rights Equity Instrument Grant date Fair value 1 Share price $ Terms & Conditions for each Grant Exer- cise price Risk free interest rate Dividend yield Expected volatility Expected life Performance period end / expiry date 2 Performance Rights Performance Rights Performance Rights 17.12.2013 $4.45 $10.98 10.12.2014 $5.53 $12.62 17.12.2015 $4.92 $11.24 Performance Rights – Sleeve 1 16.12.2016 $10.63 $12.25 Performance Rights – Sleeve 2 16.12.2016 $7.29 $12.25 Performance Rights – Sleeve 3 16.12.2016 $7.29 $12.25 Performance Rights – Sleeve 1 (MD) 16.12.2016 $10.05 $12.25 Performance Rights – Sleeve 2 (MD) 16.12.2016 $6.98 $12.25 Performance Rights – Sleeve 3 (MD) 16.12.2016 $6.98 $12.25 - - - - - - - - - 2.91% 7.50% 2.31% 6.00% 2.18% 6.00% 1.93% 5.75% 1.93% 5.75% 1.93% 5.75% 2.10% 5.75% 2.10% 5.75% 2.10% 5.75% 22% 18% 20% 20% 20% 20% 20% 20% 20% 4 years 30.06.2017 4 years 30.06.2018 4 years 30.06.2019 3 years 30.06.2019 3 years 30.06.2019 3 years 30.06.2019 4 years 30.06.2020 4 years 30.06.2020 4 years 30.06.2020 1 The fair value is calculated as at grant date in accordance with AASB 2 Share-based Payments using an independent valuation. 2 The Board will test the performance condition as soon as practical after year end. Any performance rights that do not vest will lapse at 5.00pm on the date the Board makes its decision on what performance rights vest or lapse. 40 Annual Financial Report 2017 Annual Financial Report 2017 41 Table 6: All equity plans – number of instruments The table below sets out the number and value of deferred shares and performance rights granted to Executives by the Bank during FY2017. It also includes details of grants made in prior years that vested or were forfeited or lapsed during the year. Executive Equity Instrument Grant Date Grants 1 Units Granted 2 $ Prior years’ awards vested 3 Units Prior years’ awards vested 4,7 $ Forfeited / Lapsed 2,6 Units Forfeited /Lapsed 5, 6 $ - - - - - - - - - - 17,570 $78,187 - - - - - - - - 20,080 $89,356 - - - - - - - - - - - - Deferred Shares STI 30.09.2015 - - 4,412 $44,208 M Hirst Performance Rights 16.12.2016 76,219 $602,203 Deferred Shares Base Pay 16.12.2016 76,219 $933,683 Deferred Shares STI 12.10.2015 Deferred Shares Base Pay 17.12.2015 M Baker Performance Rights 17.12.2013 - - - - - - Deferred Shares Base Pay 16.12.2016 16,094 $197,152 Performance Rights 16.12.2016 26,824 $222,428 Deferred Shares STI 12.10.2015 Deferred Shares Base Pay 17.12.2015 R Fennell Performance Rights 17.12.2013 - - - - - - Deferred Shares Base Pay 16.12.2016 16,094 $197,152 Performance Rights 16.12.2016 26,824 $222,428 - - - - 2,206 $22,104 12,067 $149,993 - - - - - - 2,757 $27,625 12,067 $149,993 - - - - - - Deferred Shares Base Pay 17.12.2015 - - 4,827 $60,000 A Gartmann Deferred Shares Base Pay 16.12.2016 6,437 $78,853 Performance Rights 16.12.2016 10,729 $88,966 R Musgrove Deferred Shares Base Pay 17.12.2015 Performance Rights 17.12.2013 - - - - Deferred Shares Base Pay 16.12.2016 6,437 $78,853 Performance Rights 16.12.2016 10,729 $88,966 T Piper B Speirs Deferred Shares Base Pay 17.12.2015 Performance Rights 17.12.2013 - - - - Deferred Shares Base Pay 16.12.2016 13,412 $164,297 Performance Rights 16.12.2016 21,459 $177,935 Deferred Shares Base Pay 17.12.2015 Performance Rights 17.12.2013 - - - - Deferred Shares Base Pay 16.12.2016 6,437 $78,853 Performance Rights 16.12.2016 10,729 $88,966 S Thredgold Deferred Shares Base Pay 17.12.2015 Performance Rights 17.12.2013 - - - - Deferred Shares Base Pay 16.12.2016 6,437 $78,853 Performance Rights 16.12.2016 10,729 $88,966 - - - - 4,827 $60,000 - - - - - - 10,056 $124,996 - - - - - - 4,827 $60,000 - - - - - - 4,827 $60,000 - - - - - - 10,040 $44,678 - - - - Table 6: All equity plans – number of instruments continued Executive Equity Instrument Grant Date Grants 1 Units Granted 2 $ Prior years’ awards vested 3 Units Prior years’ awards vested 4,7 $ Forfeited / Lapsed 2,6 Units Forfeited /Lapsed 5, 6 $ Deferred Shares STI 12.10.2015 Deferred Shares Base Pay 17.12.2015 A Tullio Performance Rights 17.12.2013 - - - - - - Deferred Shares Base Pay 16.12.2016 7,510 $91,998 Performance Rights 16.12.2016 10,729 $88,966 Deferred Shares STI 12.10.2015 Deferred Shares Base Pay 17.12.2015 A Watts Performance Rights 17.12.2013 - - - - - - Deferred Shares Base Pay 16.12.2016 5,364 $65,709 Performance Rights 16.12.2016 10,729 $88,966 1,663 $16,663 5,631 $69,993 - - - - - - - - - - 1,829 $18,327 4,022 $49,993 7,530 $33,509 - - - - - - - - - - - - - - 10,040 $44,678 - - - - 1 The grants to Executives in FY2017 constituted 100% of the grants available for the year and were made on the terms described at Section 2. The number of base pay deferred shares and performance rights allocated to executives is calculated by dividing the remuneration value by the volume weighted average closing price of the Bank’s shares for the last five trading days of the financial year prior to year of the grant. The number of STI deferred shares allocated to Executives is calculated by dividing the deferred STI remuneration value by the volume weighted average closing price of the Bank’s shares for the five trading days ending on the grant date. 2 The value of the performance right grants and deferred share grants is the fair value (refer Table 5). The minimum total value of the grants, if the applicable performance and service conditions are not met, is nil. The future value of the rights is dependent on the achievement of the performance hurdles and the share price at the time the performance rights vest. An estimate of the maximum possible total value in future financial years is the fair value shown above. 3 The percentage of performance rights that vested during the year was nil as the TSR measure for these performance rights was either not met or will be tested over future periods. The percentage of base pay deferred share grants and STI deferred share grants made in FY2016 that vested during the year was 100%. The percentage of the deferred share base pay grant made in FY2017 that vested during the year was nil as the grant will be tested in a future period. 4 The value of vested deferred shares is measured using the fair values applicable to the grant of deferred shares that vested. The applicable fair values are presented at Table 5. As each deferred share represents one ordinary share in the Bank, the number of ordinary shares that will be allocated is the same as the number of vested deferred shares. 7,530 $33,509 5 The value of each instrument on the date it lapses or is forfeited is calculated using the fair value of the instrument. Performance rights and deferred shares lapse where the applicable performance and service conditions are not satisfied. 6 The performance rights vest subject to performance and continued service over the applicable performance period. The exercise price for the performance rights and deferred shares is nil. If performance rights do not vest at the end of the performance period, they lapse. 7 The Bank acquired the following securities on-market for the purpose of, and to satisfy the entitlements of holders of rights to acquire securities granted under, the Bank’s Employee Salary Sacrifice, Deferred Share and Performance Share Plan: a. Total number of ordinary shares purchased during the financial year: 163,659 ordinary shares (FY2016: 108,733 ordinary shares); and b. Average price per ordinary share at which the securities were purchased: $12.25 per security (FY2016: $10.42 per security). - - - - - - 15,060 $67,017 - - - - - - 5,020 $22,339 - - - - - - 42 Annual Financial Report 2017 Annual Financial Report 2017 43 Table 8: Executive employment agreements The remuneration and other terms of employment for executives are contained in formal employment contracts. The material terms of the executive contracts at the date of this report are set out below. Issue Description Applies to What is the duration of the contracts? Fixed term to June 2016, subject to the termination provisions summarised below, and then on-going until notice is given by either party. Managing Director On-going until notice is given by either party. Other Executives What notice must be provided by a Executive to end the contract without cause? Up to 12 months’ notice. No notice period required if material change in duties or responsibilities. All Executives What notice must be provided by the Bank to end the contract without cause? 1 12 months’ notice or payment in lieu. What payments must be made by the Bank for ending the contract without cause? 1 Payment of gross salary in lieu of period of notice (including payment of accrued / unused leave entitlements calculated to end of relevant notice period). What are notice and payment requirements if the Bank ends the contract for cause? Termination for cause does not require a notice period. Payment of pro-rata gross salary and benefits (including payment of accrued / unused leave entitlements) is required to date of termination. All Executives All Executives All Executives Are there any post-employment restraints? 12 month non-competition and non-solicitation (employees, customers and suppliers) restriction. Managing Director 12 month non-solicitation (employees, customers and suppliers) restriction. Other Executives 1 In certain circumstances, such as a substantial diminution of responsibility, the Bank may be deemed to have ended the employment of an executive and will be liable to pay a termination benefit as outlined at the row titled “What payments must be made by the Bank for ending the contract without cause”. Table 7: Movements in Executive equity holdings The details of shareholdings in the Bank held by Executives (including their close family members or any entity they, or their close family members, control, jointly control or significantly influence) are set out below. The ordinary share amounts include shares issued under the Employee Share Ownership Plan made under conditions disclosed in the 2017 Annual Financial Report at Note 35. Performance rights and deferred shares are granted as equity compensation under the Employee Salary Sacrifice, Deferred Share and Performance Share Plan (“Plan”) to Executives as LTI, Deferred Base and Deferred STI remuneration components. Executive Equity Instrument Number at start of year Number granted during the year as remuneration Number Received on exercise or ex- ercised / released during the year Number Lapsed / expired during the year Net change other Number at end of year 1, 2 Deferred shares 4,412 76,219 M Hirst Ordinary shares 698,384 - Performance rights - 76,219 Deferred shares 14,273 16,094 M Baker Ordinary shares 287,905 Preference shares 800 - - Performance rights 58,040 26,824 Deferred shares R Fennell Ordinary shares Performance rights 14,824 89,038 60,550 16,094 - 26,824 Deferred shares 4,827 6,437 A Gartmann Ordinary shares - - Performance rights 6,436 10,729 Deferred shares R Musgrove Ordinary shares Performance rights Deferred shares T Piper Ordinary shares Performance rights Deferred shares B Speirs Ordinary shares 4,827 29,378 23,718 10,056 48,502 47,436 4,827 995 6,437 - 10,729 13,412 - 21,459 6,437 - (4,412) 4,412 - (14,273) 14,273 - - (14,824) 14,824 - - - - - - (17,570) - - - (20,080) (4,827) 4,827 - (4,827) 4,827 - - - - - - (7,530) (10,056) 10,056 - - - (15,060) (4,827) 4,827 - - Performance rights 17,136 10,729 - (5,020) Deferred shares S Thredgold Ordinary shares Performance rights Deferred shares A Tullio Ordinary shares 4,827 26,751 26,228 7,294 6,573 6,437 - 10,729 7,510 - (4,827) 4,827 - - - (10,040) (7,294) 7,294 - - Performance rights 23,718 10,729 - (7,530) Deferred shares A Watts Ordinary shares Performance rights 5,851 74,666 26,228 5,364 - 10,729 (5,851) 5,851 - - - (10,040) - - 76,219 (63,326) 639,470 - - 76,219 16,094 17,362 319,540 - - - (17,000) - - - - - (2,000) - - (6,000) - - (995) - - - - - (6,502) - - (28,497) 800 67,294 16,094 86,862 67,294 6,437 4,827 17,165 6,437 32,205 26,917 13,412 52,558 53,835 6,437 4,827 22,845 6,437 31,578 26,917 7,510 7,365 26,917 5,364 52,020 26,917 1 None of the equity holdings are held nominally. 2 None of the deferred shares or performance rights had vested and were exercisable at year-end. 44 Annual Financial Report 2017 Annual Financial Report 2017 45 This Directors’ Report is signed in accordance with a resolution of the Board of Directors. Robert Johanson Chairman 5 September 2017 Mike Hirst Managing Director 5 September 2017 Table 9: Non-executive Director and executive loans Details of aggregate of loans to KMP and their related parties are as follows: Balance at beginning of year 1 Interest charged Interest not charged Write-off Balance at end of year Number at year end $’000 $’000 $’000 $’000 $’000 Non-executive Directors 2017 3,486 211 Executives 2017 4,183 147 Total Directors and Executives 2017 7,669 358 - - - - - - 6,589 3,867 5 7 10,456 12 Details of KMP (including their related parties) with an aggregate of loans above $100,000 in the reporting period are as follows: Balance at beginning of year Interest charged Interest not charged Write-off Balance at end of year Highest owing in period 2 $’000 $’000 $’000 $’000 $’000 $’000 2017 Non-executive Directors J Hey R Johanson D Matthews T Robinson Executives M Hirst R Fennell R Musgrove T Piper S Thredgold A Tullio A Watts - 1,110 1,351 1,004 87 539 375 495 977 784 897 16 58 97 40 8 29 17 24 29 30 6 - - - - - - - - - - - - - - - - - - - - - - 29 1,227 4,313 1,000 993 566 334 485 745 694 - 3,504 1,277 4,418 1,004 928 566 376 495 977 789 901 1 The balances exclude loans provided to Executives under the Employee Share Ownership Plan. The Corporations Regulations do not require the disclosure of these loans. The balances have also been amended to exclude loans provided to Mr Bice and Mr Billington who ceased as KMP during the previous financial year. 2 Represents aggregate highest indebtedness of the KMP during the financial year. All other items in this table relate to the KMP and their related parties. Terms and conditions of Non-executive Director and Executive loans The loans to Non-executive Directors and Executives occur within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those that it is reasonable to expect the Bank would have adopted if dealing at arms-length with an unrelated person. 46 Annual Financial Report 2017 Annual Financial Report 2017 47 Financial Statements Primary statements Primary Statements Income statement Statement of comprehensive income Balance sheet Statement of changes in equity Cash flow statement Basis of Preparation Treasury and Investments 18 19 20 21 22 23 Financial assets held for trading Financial assets available for sale Financial assets held to maturity Derivative financial instruments Financial instruments Investment property Income statement for the year ended 30 June 2017 Net interest income Interest income Interest expense Group Bank Note 2017 $m 2016 $m 2017 $m 2016 $m 2,618.7 2,682.9 2,298.3 2,337.4 (1,405.1) (1,518.8) (1,214.5) (1,305.2) Total net interest income 3 1,213.6 1,164.1 1,083.8 1,032.2 Earnings per ordinary share Other Disclosure Matters Corporate information Operating Assets and Liabilities Summary of significant accounting policies Results for the Year Profit Income tax expense Segment results Dividends Loans and other receivables Impairment of loans and advances Funding and Capital Management 1 2 3 4 5 6 7 Lending 8 9 10 11 12 13 14 15 16 17 Deposits and notes payable Convertible preference shares Subordinated debt Securitisation and transferred assets Standby arrangements & uncommitted credit facilities Capital management Share capital Directors’ declaration Independent Audit Report Retained earnings and reserves Additional information 24 25 26 27 28 Cash flow statement reconciliation Cash and cash equivalents Goodwill and other intangible assets Other assets Other payables 29 30 31 32 33 34 35 36 37 38 39 Risk management Subsidiaries and other controlled entities Related party disclosures Involvement with unconsolidated entities Fiduciary activities Provisions Share based payment plans Property, plant and equipment Commitments and contingencies Auditors’ remuneration Events after balance sheet date Other revenue Fees Commissions Other Total other revenue Total income Expenses Bad and doubtful debts Bad and doubtful debts recovered Total bad and doubtful debts Operating expenses Staff and related costs Occupancy costs Amortisation and depreciation costs Fees and commissions Other Total other expenses Profit before income tax expense Income tax expense Net profit for the year Earnings per share (cents) Basic Diluted 160.0 72.7 163.2 395.9 161.9 68.9 159.7 390.5 144.9 146.3 21.4 71.3 18.5 79.0 237.6 243.8 1,609.5 1,554.6 1,321.4 1,276.0 (91.9) 20.1 (71.8) (56.9) 12.8 (44.1) (68.5) 6.0 (62.5) (48.4) 10.1 (38.3) (480.5) (480.3) (428.7) (419.9) (92.0) (50.2) (33.6) (91.6) (46.2) (33.6) (91.2) (39.2) (7.8) (89.8) (34.4) (8.1) (253.1) (251.9) (231.6) (239.0) (909.4) (903.6) (798.5) (791.2) 628.3 606.9 460.4 446.5 (198.7) (191.3) (148.0) (143.4) 429.6 415.6 312.4 303.1 90.9 82.9 90.4 81.3 3 3 3 4 6 6 48 Annual Financial Report 2017 Annual Financial Report 2017 48 Annual Financial Report 2017 49 Statement of comprehensive income for the year ended 30 June 2017 Profit for the year Items which may be reclassified subsequently to the profit & loss: Net loss on available for sale - equity investments Net gain/(loss) on cash flow hedges taken to equity Net unrealised gain/(loss) on available for sale - debt securities Transfer to loss/(income) on sale of available for sale assets Tax effect on items taken directly to or transferred from equity Total items that may be reclassified to profit & loss Items which will not be reclassified subsequently to the profit & loss: Actuarial loss/(gain) on superannuation defined benefits plan Revaluation of land and buildings Tax effect on items taken directly to equity Total items that will not be reclassified to profit & loss Note 17 17 17 17 17 17 17 17 Group Bank 2017 $m 429.6 (1.6) 45.6 0.9 0.3 (13.6) 31.6 0.3 0.3 (0.2) 0.4 2016 $m 415.6 (0.1) (2.0) (3.3) 1.1 1.3 (3.0) (1.4) - 0.4 (1.0) 2017 $m 312.4 (1.7) 44.3 62.4 0.3 (31.6) 73.7 0.3 0.1 (0.1) 0.3 2016 $m 303.1 - (3.3) (99.3) 1.1 30.5 (71.0) (1.4) - 0.4 (1.0) Total comprehensive income for the year 461.6 411.6 386.4 231.1 Total comprehensive income for the year attributable to: Owners of the Company 461.6 411.6 386.4 231.1 Balance sheet as at 30 June 2017 Assets Cash and cash equivalents Due from other financial institutions Amounts receivable from controlled entities Financial assets held for trading Financial assets available for sale Financial assets held to maturity Derivatives Net loans and other receivables Investments accounted for using the equity method Shares in controlled entities Property, plant & equipment Deferred tax assets Investment property Goodwill and other intangible assets Other assets Total Assets Liabilities Due to other financial institutions Deposits Notes payable Derivatives Loans payable to securitisation trusts Income tax payable Provisions Deferred tax liabilities Other payables Convertible preference shares Subordinated debt Total Liabilities Net Assets Equity Share capital Reserves Retained earnings Total Equity Group Bank Note 2017 $m 2016 $m 2017 $m 885.2 270.7 1,072.3 5,657.9 5,243.7 65.8 181.8 2016 $m 933.0 221.8 1,160.1 6,369.4 6,941.1 62.7 290.3 1,059.6 1,060.0 270.3 221.9 - - 5,657.6 6,369.1 286.6 378.7 77.7 353.5 382.8 79.0 60,776.6 57,256.8 55,611.4 52,280.6 8.5 - 77.8 110.8 666.3 4.1 - 90.7 131.8 573.4 7.5 570.2 73.0 108.0 3.9 569.8 86.0 132.6 - - 1,663.8 1,634.7 1,567.4 1,528.7 381.2 414.9 439.8 420.2 71,415.5 68,572.7 71,754.7 71,000.2 328.4 294.8 328.0 287.1 58,772.3 57,054.7 55,235.1 53,786.3 4,480.2 3,822.5 111.8 503.5 77.6 502.2 110.7 59.0 - 21.5 130.8 126.6 532.3 830.1 708.7 - 8,472.2 9,437.3 34.5 116.7 114.7 499.9 824.4 583.4 21.5 127.2 65.9 582.1 830.1 698.7 34.5 112.6 104.1 654.9 824.4 573.4 65,989.9 63,457.4 66,941.9 66,427.5 5,425.6 5,115.3 4,812.8 4,572.7 4,448.7 4,288.2 4,448.7 4,288.2 112.3 864.6 87.9 739.2 110.1 254.0 43.7 240.8 5,425.6 5,115.3 4,812.8 4,572.7 25 25 18 19 20 21 8 36 4 23 26 27 25 10 10 21 4 34 4 28 11 12 16 17 17 50 Annual Financial Report 2017 Annual Financial Report 2017 51 Statement of changes in equity for the year ended 30 June 2017 At 1 July 2016 Opening balance b/fwd Comprehensive income Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners Shares issued Share issue expenses Reduction in employee share ownership plan (ESOP) shares Movement in general reserve for credit losses (GRCL) Share based payment Equity dividends At 30 June 2017 1 Refer to note 16 Share capital for further details 2 Refer to note 17 Retained earnings and reserves for further details Group Attributable to owners of Bendigo and Adelaide Bank Limited Issued ordinary capital $m Other issued capital1 $m Retained earnings $m Reserves2 $m Total equity $m 4,298.4 (10.2) 739.2 87.9 5,115.3 - - - 158.6 (0.3) - - - - - - - - - 2.2 - - - 429.6 0.2 429.8 - - - 6.6 0.4 - 31.8 31.8 - - - (6.6) (0.8) 429.6 32.0 461.6 158.6 (0.3) 2.2 - (0.4) (311.4) - (311.4) 4,456.7 (8.0) 864.6 112.3 5,425.6 Statement of changes in equity (continued) for the year ended 30 June 2017 At 1 July 2016 Opening balance b/fwd Transfer from de-registered subsidiary company Comprehensive income Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners Shares issued Share issue expenses Reduction in employee share ownership plan (ESOP) shares Movement in general reserve for credit losses (GRCL) Share based payment Equity dividends At 30 June 2017 1 Refer to note 16 Share capital for further details 2 Refer to note 17 Retained earnings and reserves for further details Bank Attributable to owners of Bendigo and Adelaide Bank Limited Issued ordinary capital $m Other issued capital1 $m Retained earnings $m Reserves2 $m Total equity $m 4,298.4 (10.2) 240.8 43.7 4,572.7 - - - - 158.6 (0.3) - - - - - - - - - - 2.2 - - - 5.0 312.4 0.2 312.6 - - - 6.6 0.4 - - 73.8 73.8 - - - (6.6) (0.8) 5.0 312.4 74.0 386.4 158.6 (0.3) 2.2 - (0.4) (311.4) - (311.4) 4,456.7 (8.0) 254.0 110.1 4,812.8 for the year ended 30 June 2016 Group for the year ended 30 June 2016 Bank Attributable to owners of Bendigo and Adelaide Bank Limited Issued ordinary capital $m Other issued capital1 $m Retained earnings $m Reserves2 $m Total equity $m 4,235.4 (11.8) 623.1 95.0 4,941.7 - - - 63.0 - - - - - - - - - 1.6 - - 415.6 (1.0) 414.6 - (1.2) - 3.5 - 415.6 (3.0) (3.0) (4.0) 411.6 - - - (4.1) 63.0 (1.2) 1.6 (0.6) (300.8) - (300.8) 4,298.4 (10.2) 739.2 87.9 5,115.3 At 1 July 2015 Opening balance b/fwd Comprehensive income Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners Shares issued Prior years' restatement Reduction in employee share ownership plan (ESOP) shares Share based payment Equity dividends At 30 June 2016 1 Refer to note 16 Share capital for further details 2 Refer to note 17 Retained earnings and reserves for further details Attributable to owners of Bendigo and Adelaide Bank Limited Issued ordinary capital $m Other issued capital1 $m Retained earnings $m Reserves2 $m Total equity $m 4,235.4 (11.8) 236.7 118.8 4,579.1 - - - - 63.0 - - - - - - - - - - 1.6 - - 0.5 303.1 (1.0) - - (71.0) 0.5 303.1 (72.0) 302.1 (71.0) 231.1 - (1.2) - 3.5 - - - (4.1) 63.0 (1.2) 1.6 (0.6) (300.8) - (300.8) 4,298.4 (10.2) 240.8 43.7 4,572.7 At 1 July 2015 Opening balance b/fwd De-registered subsidiary company Comprehensive income Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners Shares issued Prior years’ restatement Reduction in employee share ownership plan (ESOP) shares Share based payment Equity dividends At 30 June 2016 1 Refer to note 16 Share capital for further details 2 Refer to note 17 Retained earnings and reserves for further details 52 Annual Financial Report 2017 Annual Financial Report 2017 53 Group Bank Basis of preparation Cash flow statement for the year ended 30 June 2017 Note 2017 $m 2016 $m 2017 $m 2016 $m Cash flows from operating activities Interest and other items of a similar nature received 2,656.0 2,724.0 2,376.3 2,274.9 Interest and other costs of finance paid (1,417.8) (1,578.1) (1,225.0) (1,352.5) Receipts from customers (excluding effective interest) Payments to suppliers and employees Dividends received Income taxes paid 311.3 305.9 (842.0) (1,051.3) 2.0 2.1 242.7 (755.6) 1.7 250.5 (939.4) 1.8 (192.7) (155.2) (155.4) (138.2) Cash flows from operating activities before changes in operating assets and liabilities 516.8 247.4 484.7 97.1 (Increase)/decrease in operating assets Net increase in balance of loans and other receivables (3,611.7) (1,778.9) (3,370.6) (1,559.7) Net decrease/(increase) in balance of investment securities 775.8 (650.9) 2,396.8 (1,721.4) Increase/(decrease) in operating liabilities Net increase in balance of retail deposits 583.0 3,339.5 404.0 2,834.4 Net increase/(decrease) in balance of wholesale deposits 1,134.7 209.8 1,044.8 Net increase/(decrease) in balance of notes payable 657.7 (1,103.4) (963.8) Net cash flows from operating activities 24 56.3 263.5 (4.1) Cash flows related to investing activities Cash paid for purchases of property, plant and equipment Cash proceeds from sale of property, plant and equipment Cash paid for purchases of investment property Cash proceeds from sale of investment property Cash paid for purchases of intangible assets Cash paid for purchases of equity investments Cash proceeds from sale of equity investments (10.4) 1.8 (50.2) 47.7 (1.3) (4.4) 0.5 (14.5) 1.0 (49.4) 37.7 - (2.1) - (9.9) 1.7 - - - (2.4) 0.5 122.4 466.8 239.6 (14.1) 0.8 - - - (5.6) - Net cash flows used in investing activities (16.3) (27.3) (10.1) (18.9) Cash flows from financing activities Proceeds from issue of shares Proceeds/(payments to) from subordinated debt holders Dividends paid Repayment of ESOP shares Payment of share issue costs 64.4 125.3 (217.2) 2.2 (0.3) - (9.2) (237.8) 1.6 (0.6) 64.4 125.3 (217.2) 2.2 (0.3) - (0.3) (237.8) 1.6 (0.6) Net cash flows used in investing activities (25.6) (246.0) (25.6) (237.1) Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of period 14.4 987.1 Cash and cash equivalents at the end of period 25 1,001.5 (9.8) 996.9 987.1 (39.8) 867.7 827.9 (16.4) 884.1 867.7 This section describes the Group’s significant accounting policies that relate to the financial statements and notes of the accounts. If an accounting policy relates to a particular note, the applicable policy is contained within the relevant note. This section also shows new accounting standards, amendments and interpretations, and whether they are effective in 2017 or later years. We explain how these changes are expected to impact the financial position and performance of the Group. 1 Corporate information The financial report of Bendigo and Adelaide Bank Limited (the Bank) and its controlled entities (the Group) for the year ended 30 June 2017 was authorised for issue in accordance with a resolution of the directors on 5 September 2017. Bendigo and Adelaide Bank Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The domicile of the company is Australia. The registered office of the company is: The Bendigo Centre, 22 – 44 Bath Lane Bendigo, Victoria 2 Summary of significant accounting policies Basis of preparation Bendigo and Adelaide Bank Limited is a prescribed corporation in terms of the Corporations Act 2001. Financial reports prepared in compliance with the Banking Act are deemed to comply with the accounts provisions of the Corporations Act 2001. The financial report is a general purpose financial report which has been prepared in accordance with the Banking Act, Australian Accounting Standards, Corporations Act 2001 and the requirements of law so far as they are applicable to Australian banking corporations, including the application of ASIC Class Order 10/654 allowing the disclosure of parent entity financial statements due to Australian Financial Services Licensing obligations. The financial report has been prepared in accordance with the historical cost convention, except for certain assets and liabilities where the application of fair value measurement is required or allowed by relevant accounting standards. The amounts contained in the financial statements have been rounded off under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies. The Class Order allows for rounding to the nearest one hundred thousand dollars ($00,000). Compliance with IFRS The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS). Significant accounting policies The Group’s significant accounting policies that relate to a specific note are summarised within that note. Accounting policies that affect the financial statements as a whole are set out below. Significant judgements and estimates In the process of applying the Group’s accounting policies, management has made a number of judgements, apart from those involving estimations, which have significant effect on the amounts recognised in the financial statements. These judgements and estimates that affect the financial statements are within the relevant note. Basis of consolidation The consolidated financial statements comprise the financial statements of Bendigo and Adelaide Bank Limited and all of its controlled entities (‘the Group’). Interests in joint arrangements and associates are equity accounted and are not part of the consolidated Group. A controlled entity is any entity (including special purpose entities) over which Bendigo and Adelaide Bank Limited has the power to govern, directly or indirectly, decision-making in relation to financial and operating policies, so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Controlled entities prepare financial reports for consolidation in accordance with Group accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. The financial statements of controlled entities are prepared for the same reporting period as the parent company. All inter-company balances and transactions between entities in the Group have been eliminated on consolidation. Where a controlled entity has been sold or acquired during the year its operating results have been included to the date control ceased or from the date control was obtained. Comparatives Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures. Foreign currency transactions and balances Both the functional and presentation currency of Bendigo and Adelaide Bank Limited and each of its subsidiaries is Australian dollars (AUD). Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling on the date of the transaction. 54 Annual Financial Report 2017 Annual Financial Report 2017 55 2 Summary of significant accounting policies (continued) Results for the year All amounts are expressed in Australian currency and all references to “$” are to Australian dollars unless otherwise stated. Amounts receivable and payable in foreign currencies at balance date are converted at the rates of exchange ruling at that date. Exchange differences relating to amounts payable and receivable in foreign currencies are brought to account as exchange gains or losses in the income statement in the financial year in which the exchange rates change. AASB 16 Leases introduces a requirement to recognise assets and liabilities for all leases with a term of more than 12 months unless the underlying asset is of low value. This standard is effective for the 30 June 2020 financial statements. This change will mainly impact the properties that the Group currently accounts for as operating leases. The potential effects of adoption of the standard are currently being assessed. The following amendments to existing standards are not expected to result in significant changes to the Group’s accounting policies: • 2016-1 Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Losses [AASB 12]; • 2016-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 107; • 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share-based Payment Transactions [AASB 2]; • 2017-1 Amendments to Australian Accounting Standards – Transfers of Investment Property, Annual Improvements 2014-2016 Cycle and Other Amendments [AASB 1, AASB 12, AASB 128 and AASB 140]; and • 2017-2 Amendments to Australian Accounting Standards – Further Annual Improvements 2014-2016 Cycle [AASB 12 and AASB 5]. Changes in accounting policies The accounting policies are consistent with those applied in the previous financial year. Compliance with IFRS Recently issued or amended standards not yet effective Australian Accounting Standards that have recently been issued or amended but are not yet effective have not been adopted for the annual reporting period ended 30 June 2017. AASB 9 Financial Instruments introduces changes to the classification and measurement of financial assets and financial liabilities, impairment of financial assets and new rules for hedge accounting. This standard is mandatory for the 30 June 2019 financial statements. The Group has an established AASB 9 program involving finance and risk functions across the Group. The program is in the process of developing and testing required models and assessing the impacts of the standard, and as such is not yet able to reasonably estimate the impact on its financial statements. AASB 15 Revenue from contracts with customers establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cashflows arising from customer contracts. This standard is effective for the 30 June 2019 financial statements. The Group doesn’t expect that a significant portion of the Group’s revenue will be impacted by this standard and is currently in the process of assessing the impacts and as such is not yet in a position to reliably estimate the impact to the financial statements. This section outlines the results and performance of the Group in more detail. Further analysis has been provided for the following key areas: revenue and expenses, income tax, segment results, earnings per share and dividends. 3 Profit Net interest income Interest income Cash and cash equivalents Financial assets held for trading Financial assets available for sale Financial assets held to maturity Loans and other receivables Total interest income Interest expense Deposits Retail Wholesale - domestic Wholesale - offshore Other borrowings Notes payable Convertible preference shares Subordinated debt Total interest expense Total net interest income Other revenue Fees Assets Liabilities & other products Trustee, management & other services Total fees Commissions Wealth solutions Total commissions Other Foreign exchange income Factoring products income Trading book revaluation income Homesafe income Other Total other income Group Bank 2017 $m 2.1 127.5 4.5 9.6 2016 $m 3.1 133.4 12.3 9.8 2017 $m 2.0 127.5 170.3 0.8 2016 $m 2.9 133.4 183.4 0.6 2,475.0 2,524.3 1,997.7 2,017.1 2,618.7 2,682.9 2,298.3 2,337.4 (1,027.5) (1,113.1) (181.7) (10.1) (117.0) (36.0) (32.8) (191.2) (10.3) (134.4) (37.7) (32.1) (946.4) (182.1) (10.1) (7.7) (36.0) (32.2) (1,027.0) (191.5) (10.3) (7.4) (37.7) (31.3) (1,405.1) (1,518.8) (1,214.5) (1,305.2) 1,213.6 1,164.1 1,083.8 1,032.2 80.4 75.9 3.7 71.4 86.5 4.0 70.6 73.9 0.4 61.7 84.0 0.6 160.0 161.9 144.9 146.3 72.7 72.7 18.0 6.4 19.8 90.4 28.6 68.9 68.9 20.9 7.5 8.9 79.7 42.7 163.2 159.7 21.4 21.4 18.0 6.4 19.8 - 27.1 71.3 18.5 18.5 20.9 7.5 8.9 - 41.7 79.0 56 Annual Financial Report 2017 Annual Financial Report 2017 57 3 Profit (continued) Recognition and measurement Operating expenses are recognised as the relevant service is rendered, or once a liability is incurred. Bad and doubtful debts are measured as the difference between the carrying amount and the value of the estimated future cash flows, discounted at the financial instruments original effective interest rate. Refer to Note 9 Impairment of loans and advances for more information on loan impairment. Staff and related costs Wage and salary costs are recognised over the period in which the employees provide the service. Refer to Note 34 Provisions for more information relating to staff provisions. Incentive payments are recognised to the extent that the Group has a present obligation over the period that the employees are required to work to qualify for the scheme. Refer to Note 35 Share based payment plans for further information on share based payments. Super contributions are made to an employee accumulation fund and expensed when they become payable. The Group also operates a defined benefits scheme, the membership of which is now closed. Occupancy costs Operating lease payments are recognised as an expense on a straight line basis over the lease term. Depreciation and amortisation - refer to Note 36 Property, plant and equipment for further information on depreciation and Note 26 Goodwill and other intangibles for amortisation on intangibles. Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except: • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from or payable to the taxation authority is included as part of receivables or payables in the balance sheet. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities, which are recoverable from or payable to the taxation authority, are classified as operating cash flows. 3 Profit (continued) Recognition and measurement Revenue is recognised at the fair value of the consideration received or receivable, and meets the criteria below: • it is probable that the economic benefits will flow to the entity and • the revenue can be reliably measured. Interest income and expense are calculated on an accruals basis using the effective interest method. The effective interest method, is the interest rate that exactly discounts estimated future cash receipts through, the expected life of the financial instrument. Loan origination and application fees are recognised as components of the calculation of the effective interest method, and affect the interest recognised, in relation to the originated loans. The average life of originated loans is reviewed annually, to ensure the amortisation methodology for loan origination fees is appropriate. Dividend income is recognised by the Group when the right to receive payment is established. Fees and commissions charged for services provided or received by the Group are recognised as they are provided. Homesafe income are the gains or losses arising from changes in the fair value of investment property and are recognised in the year in which they arise. Expenses Bad and doubtful debts Specific provision Collective provision Bad debts written off Bad debts recovered Total bad and doubtful debts Operating expenses Staff and related costs Salaries, wages and incentives Superannuation contributions Payroll tax Other Total staff and related costs Occupancy costs Operating lease rentals Depreciation of leasehold improvements Other Total occupancy costs Amortisation and depreciation Amortisation of acquired intangibles Amortisation of software intangibles Depreciation of property, plant & equipment Total amortisation and depreciation costs Fees and commissions Other operating expenses Communications, postage and stationery Computer systems and software costs Advertising and promotion Other product and services delivery costs Other expenses Total other operating expenses Group Bank 2017 $m (72.1) 0.7 (20.5) 20.1 (71.8) 2016 $m 2017 $m 2016 $m (58.1) (64.6) (47.9) 5.6 (4.4) 12.8 0.4 (4.3) 6.0 3.4 (4.0) 10.2 (44.1) (62.5) (38.3) (411.8) (410.1) (367.6) (358.6) (37.4) (26.4) (4.9) (37.4) (27.4) (5.4) (33.3) (23.3) (4.5) (32.7) (23.8) (4.8) (480.5) (480.3) (428.7) (419.9) (57.2) (10.1) (24.7) (92.0) (17.7) (20.8) (11.7) (50.2) (33.6) (33.0) (71.6) (28.3) (33.0) (87.2) (56.9) (10.5) (24.2) (91.6) (19.5) (15.4) (11.3) (46.2) (33.6) (33.8) (70.2) (31.1) (37.4) (79.4) (57.0) (10.0) (24.2) (91.2) (8.5) (19.4) (11.3) (39.2) (7.8) (33.0) (68.2) (25.5) (32.8) (72.1) (55.9) (10.4) (23.5) (89.8) (9.2) (14.3) (10.9) (34.4) (8.1) (33.6) (66.0) (29.3) (37.2) (72.9) (253.1) (251.9) (231.6) (239.0) 58 Annual Financial Report 2017 Annual Financial Report 2017 59 4 Income tax expense Major components of income tax expense are: Income statement Current income tax Current income tax charge Franking credits Adjustments in respect of current income tax of previous years Deferred income tax De-recognition of temporary differences Adjustments in respect of deferred income tax of previous years Relating to origination and reversal of temporary differences Group 2017 $m 2016 $m Bank 2017 $m 2016 $m (182.3) (181.0) (195.6) (128.1) 1.2 1.5 (0.1) (1.8) (17.2) 0.8 8.6 (1.9) (5.4) (12.4) 1.2 1.5 (0.1) (1.7) 46.7 0.8 8.6 (1.9) (5.4) (17.4) Income tax expense reported in the income statement (198.7) (191.3) (148.0) (143.4) Statement of changes in equity Deferred income tax related to items charged or credited directly in equity Net (gain)/loss on cash flow hedge Net loss/(gain) on available for sale investments Net gain on revaluation of land and buildings Actuarial (gain)/loss on superannuation defined benefits plan Income tax charged or credited in equity (13.7) 0.1 (0.1) (0.1) (13.8) 0.6 0.7 - 0.4 1.7 (13.3) (18.3) - (0.1) (31.7) 1.0 29.5 - 0.4 30.9 A reconciliation between tax expense and the product of accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows: Accounting profit before income tax 628.3 606.9 460.4 446.5 The income tax expense comprises amounts set aside as: Provision attributable to current year at statutory rate, being: Prima facie tax on accounting profit before tax (188.5) (182.1) (138.1) (133.9) Under/(over) provision in prior years Tax credits and adjustments Expenditure not allowable for income tax purposes Other non assessable income Tax effect of tax credits and adjustments De-recognition of temporary differences Other (0.3) 1.2 (11.6) 1.1 (0.4) (0.1) (0.1) 3.2 0.8 (11.6) 0.2 (0.2) (1.9) 0.3 (0.2) 1.2 (11.1) 1.0 (0.4) (0.1) (0.3) 3.2 0.8 (11.6) - (0.2) (1.9) 0.2 Income tax expense reported in the income statement (198.7) (191.3) (148.0) (143.4) Deferred income tax Deferred income tax at 30 June relates to the following: Group Bank 2017 2016 2017 2016 Gross deferred tax liabilities Available for sale financial assets Deferred expenses Derivatives Intangible assets on acquisition Investment property Other 60 Annual Financial Report 2017 $m 0.2 2.4 11.0 5.1 88.7 19.2 $m 0.2 1.6 17.5 10.4 68.8 16.2 126.6 114.7 $m (0.6) 2.4 42.3 3.4 - 18.4 65.9 $m 0.1 1.6 80.9 5.8 - 15.7 104.1 4 Income tax expense (continued) Deferred income tax (continued) Gross deferred tax assets Derivatives Employee benefits Available for sale financial assets Provisions Other Tax payable attributable to members of the tax consolidated group Group Bank 2017 2016 2017 2016 $m 15.4 32.6 - 48.2 14.6 $m 32.0 28.9 - 60.5 10.4 $m 21.0 31.6 - 44.8 10.6 $m 31.7 27.7 19.1 47.9 6.2 110.8 131.8 108.0 132.6 21.5 21.5 34.5 34.5 21.5 21.5 34.5 34.5 At 30 June 2017, there is no unrecognised deferred income tax liability (2016: Nil) for taxes that would be payable on the unremitted earnings of certain Group’s subsidiaries or joint ventures, as the Group has no liability for additional taxation should such amounts be remitted. Recognition and measurement The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred tax balances are reviewed annually to determine whether they should be recognised. Current taxes The income tax for the period is the tax payable on the current period's taxable income based on the national income tax rate, adjusted for changes in deferred tax assets and liabilities and unused tax losses. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred taxes The Group has adopted the balance sheet liability method of tax effect accounting, which focuses on the tax effects of transactions and other events that affect amounts recognised in either the balance sheet or a tax-based balance sheet. Deferred tax assets and liabilities are recognised for temporary differences, except where the deferred tax asset/ liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised. Tax consolidation Bendigo and Adelaide Bank Limited and its 100% owned subsidiaries form the tax consolidated Group. Members of the Group entered into a tax sharing agreement to allocate income tax liabilities to the wholly-owned subsidiaries should the head entity default on its tax payment obligations. At the balance date, the possibility of default is remote. The head entity of the tax consolidated Group is Bendigo and Adelaide Bank Limited. Members of the tax consolidated Group have entered into a tax funding agreement. The tax funding agreement provides for the allocation of current taxes to members of the tax consolidated Group on a group allocation method based on a notional stand alone calculation, while deferred taxes are calculated by members of the tax consolidated Group in accordance with AASB 112 Income Taxes. Annual Financial Report 2017 61 5 Segment results An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. These operating results are regularly reviewed by the Managing Director, to make decisions about the resourcing for each segment, and to assess its performance. The operating segments are identified according to the nature of the products and services they provide. All reporting segments represent an individual strategic business unit. Each unit offers a different method of delivery, and/or different products and services. Segment assets and liabilities reflect the value of loans and deposits directly managed by each operating segment. All other assets and liabilities of the Group are managed centrally. Segment reporting is consistent with the internal reporting provided to the Managing Director, and the executive management team. Changes to the internal organisational structure of the Group, can cause the Group’s operating segment results to change. Where this occurs, the corresponding segment information for the previous financial year is restated. Types of products and services Local connection Contains all local distribution channels, including branch & community banking, business banking, Delphi Bank and financial markets. Partner connection Contains all partner distribution channels, including mortgage brokers, mortgage managers, mortgage originators, Alliance Partners, Homesafe, Leveraged, portfolio funding, financial planning, wealth management, responsible entity activities, other trustee services and custodial services. The partner connection segment is a combination of the third party and wealth cash generating units. Agribusiness Includes the provision of banking services to agribusinesses in rural and regional Australia. Rural Bank and Rural Finance are included within the agribusiness segment. Central functions Functions not relating directly to a reportable operating segment. Accounting policies and inter-segment transactions Measurement of segmental assets, liabilities, income and expenses is in accordance with the Group’s accounting policies. Segment results are determined by including all revenue and expenses associated with each business. Transactions between business segments are conducted at arm’s length, and are eliminated on consolidation. Segment net interest income is recognised based on an internally set funds transfer pricing policy, based on pre- determined market rates of return on the assets and liabilities of the segment. Major customers Revenues from no individual customer amount to greater than 10% of the Group’s revenue. Geographic Information The allocation of revenue and assets is based on the geographic location of the customer. The Group operates in all Australian states and territories, providing banking and other financial services. For the year ended 30 June 2017 Net interest income Other income Total segment income Operating expenses Credit expenses Segment result (before tax expense) Tax expense Segment result (statutory basis) Cash basis adjustments: Specific income & expense items Other specific items Amortisation of intangibles Operating segments Local connection Partner connection Agri- business Total operating segments Central functions Total $m $m 765.0 178.5 943.5 $m 282.9 186.5 469.4 $m $m $m 165.7 1,213.6 - 1,213.6 8.4 373.4 174.1 1,587.0 22.5 22.5 395.9 1,609.5 (630.1) (189.6) (78.8) (898.5) (10.9) (909.4) (32.0) 281.4 (89.0) 192.4 0.5 - 4.6 (35.6) 244.2 (77.2) 167.0 (44.7) 11.1 3.1 (4.2) 91.1 (28.8) 62.3 3.7 - 4.7 (71.8) 616.7 (195.0) 421.7 (40.5) 11.1 12.4 - 11.6 (3.7) 7.9 (71.8) 628.3 (198.7) 429.6 5.7 (34.8) - - 11.1 12.4 5 Segment results (continued) For the year ended 30 June 2016 Net interest income Other income Total segment income Operating expenses Credit expenses Segment result (before tax expense) Tax expense Segment result (statutory basis) Cash basis adjustments: Specific income & expense items Other specific items Amortisation of intangibles Operating segments Local connection Partner connection Agri- business Total operating segments Central functions $m 741.8 189.3 931.1 $m 259.0 166.0 425.0 $m $m $m 163.3 1,164.1 - 1,164.1 Total $m 8.7 364.0 172.0 1,528.1 (634.7) (191.6) (77.3) (903.6) (17.6) 278.8 (87.3) 191.5 1.1 - 4.5 (16.9) 216.5 (67.6) 148.9 (35.5) 7.0 4.5 (9.6) 85.1 (26.6) 58.5 4.9 - 4.7 (44.1) 580.4 (181.5) 398.9 (29.5) 7.0 13.7 26.5 26.5 - - 26.5 (9.8) 16.7 390.5 1,554.6 (903.6) (44.1) 606.9 (191.3) 415.6 (5.4) (34.9) - - 7.0 13.7 Segment result (cash basis) 197.1 124.9 68.1 390.1 11.3 401.4 Reportable segment assets and liabilities For the year ended 30 June 2017 Operating segments Local connection Partner connection Agri- business Total operating segments Central functions $m $m $m $m $m Total $m Reportable segment assets 33,453.6 21,522.8 6,265.9 61,242.3 10,173.2 71,415.5 Reportable segment liabilities 42,849.6 5,598.0 3,873.4 52,321.0 9,188.7 61,509.7 For the year ended 30 June 2016 Reportable segment assets 31,728.3 19,873.4 5,964.0 57,565.7 11,007.0 68,572.7 Reportable segment liabilities 40,924.0 5,418.9 3,592.6 49,935.5 9,699.4 59,634.9 Total assets for operating segments Total assets Total liabilities for operating segments Notes payable Total liabilities As at June 2017 As at June 2016 71,415.5 68,572.7 71,415.5 68,572.7 61,509.7 59,634.9 4,480.2 3,822.5 65,989.9 63,457.4 Segment result (cash basis) 197.5 136.5 70.7 404.7 13.6 418.3 62 Annual Financial Report 2017 Annual Financial Report 2017 63 6 Earnings per ordinary share Group 2017 2016 6 Earnings per ordinary share (continued) Cents per share Cents per share Weighted average number of ordinary shares Weighted average number of ordinary shares (basic) Effect of dilution - executive performance rights Effect of dilution - convertible preference shares Weighted average number of ordinary shares (diluted) Potentially dilutive instruments The following instruments are potentially dilutive during the reporting period: Convertible preference shares Executive performance rights Subordinated Note (with non viability clause) Group 2017 2016 No. of shares No. of shares 472,415,559 459,536,374 841,381 1,054,939 75,639,421 83,071,324 548,896,361 543,662,637 Dilutive 2017 2016 Yes Yes No Yes Yes No Recognition and measurement Basic EPS is calculated as net profit after tax, adjusted for distributions on preference shares and step up preference shares, divided by the weighted average number of ordinary shares. Diluted EPS is calculated as net profit after tax, adjusted for distributions for preference, step up and convertible preference shares, add back dividends on dilutive preference shares, divided by the weighted average number of ordinary shares, and potential dilutive ordinary shares. Cash basis EPS is calculated as net profit after tax, adjusted for after tax intangibles amortisation (except intangible software amortisation), after tax specific income and expense items, other specific items (Homesafe net realised income) and distributions for preference shares and step up preference shares, divided by the weighted average number of ordinary shares. Executive performance rights - classification of securities Executive performance rights are treated as dilutive from the date of issue and remain dilutive, so long as the performance conditions are satisfied. In the event of a performance condition not being satisfied, the number of dilutive rights would be reduced to the number that would have been issued if the end of the period was the end of the contingency period. Significant accounting judgments, estimates and assumptions Cash earnings Cash earnings is a non-IFRS financial measure. It is considered by management to be a key indicator of the underlying performance of the core business activities of the Group. The basis for determining cash earnings is the net profit after tax, adjusted for specific items after tax, acquired intangibles amortisation after tax, and distributions for preference share/step up preference shares. Specific items Specific items are those items that are deemed to be outside of the Group’s core activities and hence these items are not considered to be representative of the Group’s ongoing financial performance. Basic Diluted Cash basis 90.9 82.9 88.5 The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: Reconciliation of earnings used in the calculation of earnings per ordinary share Net profit after tax Total basic earnings Earnings used in calculating basic earnings per ordinary share Add back: dividends accrued and/or paid on dilutive convertible preference shares Total diluted earnings Earnings used in calculating basic earnings per ordinary share Add back: amortisation of acquired intangibles (after tax) Add back: specific income and expense items (after tax) Add back: other specific items (after tax) Total cash earnings Specific income and expense items after tax comprise: Items included in interest income Fair value adjustments - interest expense Homesafe funding costs - unrealised Total specific net interest income items Items included in non interest income Hedge ineffectiveness Profit on sale of Estates business Homesafe Trust - revaluation income Total specific non interest income items Items included in operating expenses Integration costs Impairment reversal/(charge) Litigation costs $m 429.6 429.6 429.6 25.2 454.8 429.6 12.4 (34.8) 11.1 418.3 (1.8) (11.1) (12.9) (5.6) 2.7 63.3 60.4 (9.2) 1.0 (4.4) 90.4 81.3 87.3 $m 415.6 415.6 415.6 26.4 442.0 415.6 13.7 (34.9) 7.0 401.4 (3.2) (10.9) (14.1) 5.5 - 55.8 61.3 (7.8) (2.1) (1.0) Total specific operating expense items (12.6) (10.9) Items included in income tax expense Tax impacts relating to prior year impairment losses Total specific income tax expense Total specific items attributable to the Group Other specific items Homesafe revaluation gain - realised Homesafe funding costs - realised Total other specific items attributable to the Group (0.1) (0.1) (1.4) (1.4) 34.8 34.9 16.8 (5.7) 11.1 11.6 (4.6) 7.0 64 Annual Financial Report 2017 Annual Financial Report 2017 65 7 Dividends Dividends paid or proposed Group Bank 2017 2016 2017 2016 Ordinary shares (ASX:BEN) Date paid Cents per share ¢ Total amount $m Date paid Cents per share ¢ Total amount $m Date paid Cents per share ¢ Total amount $m Date paid Cents per share ¢ Total amount $m Dividends paid during the year: Interim dividend Mar 2017 34.0 156.3 Mar 2016 34.0 153.6 Mar 2017 34.0 156.3 Mar 2016 34.0 153.6 Final dividend Sept 2016 34.0 155.1 Sept 2015 33.0 147.2 Sept 2016 34.0 155.1 Sept 2015 33.0 147.2 68.0 311.4 67.0 300.8 68.0 311.4 67.0 300.8 Dividends proposed since the reporting date, but not recognised as a liability: Final dividend Sept 2017 34.0 158.4 Sept 2017 34.0 158.4 All dividends paid were fully franked at 30% (2016: 30%). Proposed dividends will be fully franked at 30% (2016: 30%) out of ex- isting franking credits or out of franking credits arising from payment of income tax provided for in the financial statements for the year ended 30 June 2017. 7 Dividends (continued) Dividend franking account Group 2017 $m 2016 $m Balance of franking account as at the end of the financial year 392.7 345.1 Franking credits that will arise from the payment of income tax provided for in the financial report 18.8 34.5 Impact of dividends proposed or declared before the financial report was authorised for issue but not recognised as a distribution of equity holders during the period Closing balance (68.7) 342.8 (67.6) 312.0 Dividends paid Dividends paid by cash or satisfied by the issue of shares under the dividend reinvestment plan during the year were as follows: Paid in cash 1 Satisfied by issue of shares 2 Group Bank 2017 $m 217.2 94.2 311.4 2016 $m 237.8 63.0 300.8 2017 $m 217.2 94.2 311.4 2016 $m 237.8 63.0 300.8 Group Bank 2017 2016 2017 2016 1 Refers to cash paid to shareholders who did not elect to participate in the dividend reinvestment plan. 2 Includes share issued to participating shareholders under the dividend reinvestment plan. Date paid Cents per share ¢ Total amount $m Date paid Cents per share ¢ Total amount $m Date paid Cents per share ¢ Total amount $m Date paid Centsper share ¢ Total amount $m Convertible preference shares (recorded as debt instruments) (ASX:BENPD) Dividends paid during the year: Dec 2016 249.56 6.7 Dec 2015 253.52 6.8 Dec 2016 249.56 6.7 Dec 2015 253.52 Jun 2017 244.33 6.6 Jun 2016 261.46 7.0 Jun 2017 244.33 6.6 Jun 2016 261.46 6.8 7.0 493.89 13.3 514.98 13.8 493.89 13.3 514.98 13.8 Convertible preference shares (CPS2) (recorded as debt instruments) (ASX:BENPE) Dividends paid during the year: Nov 2016 187.73 5.5 Nov 2015 189.53 5.5 Nov 2016 187.73 5.5 Nov 2015 189.53 May 2017 180.85 5.3 May 2016 194.42 5.7 May 2017 180.85 5.3 May 2016 194.42 5.5 5.7 368.58 10.8 383.95 11.2 368.58 10.8 383.95 11.2 Convertible preference shares (CPS3) (recorded as debt instruments) (ASX:BENPF) Dividends paid during the year: Dec 2016 215.84 6.1 Dec 2015 219.82 6.2 Dec 2016 215.84 6.1 Dec 2015 219.82 Jun 2017 209.42 5.9 Jun 2016 226.72 6.4 Jun 2017 209.42 5.9 Jun 2016 226.72 6.2 6.4 425.26 12.0 446.54 12.6 425.26 12.0 446.54 12.6 Dividend Reinvestment Plan The Dividend Reinvestment Plan provides shareholders with the opportunity of converting their entitlement from a dividend into new shares. The issue price of the shares is equal to the volume weighted average share price of Bendigo and Adelaide Bank shares traded on the Australian Securities Exchange over the seven trading days commencing 8 September 2017 at a discount of 1.5%. Shares issued under this Plan rank equally with all other ordinary shares. Bonus Share Scheme The Bonus Share Scheme provides shareholders with the opportunity to elect to receive a number of bonus shares issued for no consideration instead of receiving a dividend. The issue price of the shares is equal to the volume weighted average share price of Bendigo and Adelaide Bank shares traded on the Australian Securities Exchange over the seven trading days commencing 8 September 2017 at a discount of 1.5%. Shares issued under this scheme rank equally with all other ordinary shares. The last date for the receipt of an election notice for participation in either the Dividend Reinvestment Plan or Bonus Share Scheme for the 2017 final dividend was 7 September 2017. 66 Annual Financial Report 2017 Annual Financial Report 2017 67 Lending 9 Impairment of loans and advances Group Bank In this section the focus is on the lending assets of the Group. Further information is provided on the loans and other receivables, and impairment relating to these financial assets. Summary of impaired financial assets 8 Loans and other receivables Loans and other receivables - investments Note Overdrafts Credit cards Term loans Margin lending Lease receivables Factoring receivables Other Group Bank 2017 $m 76.6 2016 $m 197.7 2017 $m 92.2 2016 $m 197.7 3,125.0 3,600.6 3,114.4 3,590.3 339.8 288.4 339.8 288.4 54,901.0 50,937.5 51,528.2 47,713.3 1,726.1 1,742.4 549.2 91.1 119.2 487.9 99.3 117.6 - 438.0 91.1 119.2 - 396.3 99.3 117.6 Gross loans and other receivables 60,928.0 57,471.4 55,722.9 52,402.9 Specific provision Collective provision Unearned income 9 9 (89.5) (52.7) (79.3) (125.3) (53.4) (106.5) (75.8) (49.0) (52.6) (87.0) (49.4) (53.2) Total provisions and unearned income (221.5) (285.2) (177.4) (189.6) Deferred costs paid 70.1 70.6 65.9 67.3 Net loans and other receivables 60,776.6 57,256.8 55,611.4 52,280.6 Maturity analysis1 At call / overdrafts Not longer than 3 months Longer than 3 and not longer than 12 months Longer than 1 and not longer than 5 years Longer than 5 years 5,875.8 1,918.5 2,085.9 9,086.0 7,952.1 1,307.1 2,075.7 7,488.5 4,709.5 1,008.3 1,737.7 6,587.2 6,007.0 991.6 1,704.2 5,283.4 41,961.8 38,648.0 41,680.2 38,416.7 1 Balances exclude specific and collective provisions, unearned revenue, and deferred costs and are categorised by the contracted maturity date of each loan facility. Recognition and measurement Loans and receivables are measured at amortised cost using the effective interest method. The effective interest method calculation includes the contractual terms of the loan, together with all fees, transaction costs and other premiums or discounts. origination or securitisation of loan portfolios. These costs are amortised through the income statement over the average life of the loans in these portfolios. All loans are subject to continuous management review, to assess whether there is any objective evidence that any loan or group of loans is impaired. Loans with renegotiated terms are accounted for in the same manner taking account of any change to the terms of the loan. Deferred costs include costs associated with the acquisition, Unearned income on the Group’s personal lending and leasing portfolios is brought to account over the life of the contracts on an actuarial basis. Impaired loans Loans - without provisions Loans - with provisions Restructured loans Less: specific provisions Net impaired loans 2017 $m 79.7 155.7 47.2 (88.5) 194.1 2016 $m 68.7 235.0 46.5 (124.4) 225.8 2017 $m 28.7 134.4 42.1 (74.8) 2016 $m 19.9 148.7 43.1 (86.1) 130.4 125.6 Net impaired loans % of net loans and other receivables 0.32% 0.39% 0.23% 0.24% Portfolio facilities - past due 90 days, not well secured Less: specific provisions Net portfolio facilities Loans past due 90 days 5.8 (1.0) 4.8 4.8 (0.9) 3.9 5.0 (1.0) 4.0 4.4 (0.9) 3.5 Accruing loans past due 90 days, with adequate security balance 519.0 574.4 439.6 462.9 Net fair value of properties acquired through the enforcement of security 75.2 78.2 69.6 73.4 Summary of provisions Specific provision Opening balance Released to income statement Impaired debts written off applied to specific provision Closing balance Collective provision Opening balance Released to income statement Closing balance Opening balance Released to equity Closing balance Total provisions and reserve Group 2017 $m 125.3 72.1 (107.9) 89.5 53.4 (0.7) 52.7 146.9 (6.6) 140.3 282.5 2016 $m 116.8 58.1 (49.6) 125.3 59.0 (5.6) 53.4 146.9 - 146.9 325.6 Bank 2017 $m 87.0 64.6 (75.8) 75.8 49.4 (0.4) 49.0 128.3 (6.6) 121.7 246.5 2016 $m 79.3 47.9 (40.2) 87.0 52.8 (3.4) 49.4 128.3 - 128.3 264.7 Ratios Specific provision as % of gross loans Total provisions and reserves as % of gross loans Collective provision and general reserve for credit losses as a % of risk-weighted assets Provision coverage 1 0.15% 0.46% 0.51% 100.00% 0.22% 0.57% 0.55% 93.00% 1 Provision coverage is calculated as total provisions and reserve divided by total gross impaired assets. 60,928.0 57,471.4 55,722.9 52,402.9 General reserve for credit losses (GRCL) 68 Annual Financial Report 2017 Annual Financial Report 2017 69 9 Impairment of loans and advances (continued) Funding and capital management Recognition and measurement A facility is classified as impaired regardless of whether it is 90 days or more past due (arrears) when there is doubt as to whether the full amounts due (interest and principal) will be achieved in a timely manner. This is the case even if the full extent of the loss cannot be clearly determined. Losses for impaired loans are recognised when there is objective evidence that impairment of a loan, or portfolio of loans, has occurred. Impairment losses that are calculated on individual loans, or on groups of loans assessed collectively are recorded in the income statement. Impairment losses are calculated by discounting the expected future cash flows of a loan, which includes expected future receipts of contractual interest, at the loan’s original effective interest rate, and comparing the resultant present value with the loan’s current carrying amount. Restructured loans Restructured loans 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. Specific provision A specific provision is recognised for all impaired loans when there is reasonable doubt over the collectability of principal and interest, in accordance with the loan agreement. All bad debts are written off against the specific provision in the period in which they are classified as not recoverable. The provision is determined by specific identification or by estimation of expected losses in relation to loan portfolios, where specific identification is impractical, based on historical impairment experience for these portfolios. These portfolios include unsecured credit cards, overdrawn accounts and personal loans, where provisions are calculated based on historical loss experience. Collective provision Individual loans which are not subject to specific provisioning are grouped together according to their risk characteristics, and are then assessed for impairment. This assessment is based on historical loss data and available information for assets with similar credit risk characteristics (eg by industry sector, loan grade or product). Adjustments to the collective provision are recognised in the income statement. General reserve for credit losses The Australian Prudential Regulation Authority (APRA) requires that banks maintain a general reserve for credit losses to cover risks inherent in loan portfolios. In certain circumstances the collective provision can be included in this assessment. Movements in the general reserve for credit losses are recognised as an appropriation from retained earnings. This section covers the funding and capital structure of the Group. Further information is provided for the following key areas: Deposits and note payables, convertible preference shares, subordinated debt, securitisation, share capital, retained earnings and reserves. The Group’s capital management objectives are outlined in this section. 10 Deposits and notes payable Retail At call Term Financial Markets Total retail deposits Wholesale Domestic Offshore Total wholesale deposits Total deposits Deposits by geographic location Victoria New South Wales Australian Capital Territory Queensland South Australia/Northern Territory Western Australia Tasmania Overseas Total deposits Total notes payable Group Bank 2017 $m 2016 $m 2017 $m 2016 $m 23,100.6 22,045.4 21,595.1 20,161.8 20,441.3 19,499.5 19,884.2 19,499.5 7,201.2 6,900.4 5,727.9 5,516.9 50,743.1 48,445.3 47,207.2 45,178.2 7,446.8 8,179.2 7,445.5 8,177.9 582.4 430.2 582.4 430.2 8,029.2 8,609.4 8,027.9 8,608.1 58,772.3 57,054.7 55,235.1 53,786.3 25,724.7 24,127.4 25,032.9 23,411.8 15,252.4 15,450.9 13,963.3 14,328.7 1,288.8 5,425.8 5,940.5 3,552.9 1,080.9 506.3 1,458.0 5,139.5 5,569.7 3,564.2 1,105.9 639.1 1,242.1 5,088.7 5,286.9 3,124.0 994.3 502.9 1,350.5 4,831.9 5,021.2 3,188.5 1,018.6 635.1 58,772.3 57,054.7 55,235.1 53,786.3 4,480.2 3,822.5 503.5 502.2 Recognition and measurement Deposits All deposits are initially recognised at cost, being the fair value of the consideration received net of issue costs. Subsequent to initial recognition, interest-bearing borrowings are measured at amortised cost using the effective interest method. Amortised cost includes any issue costs and any discount or premium on settlement. For liabilities carried at amortised cost, gains and losses are recognised in the income statement when the liabilities are de-recognised. Notes payable The Group conducts an asset securitisation program through which it packages and sells asset-backed securities to investors. Notes payable are predominately interest-bearing financial instruments issued through these securitisation programs. The notes are initially recognised at fair value less directly attributable transaction costs and subsequently measured at amortised cost, using the effective interest method. Interest is recognised in the income statement. 70 Annual Financial Report 2017 Annual Financial Report 2017 71 12 Subordinated debt Group Bank 2017 $m 2016 $m 2017 $m 2016 $m Subordinated debt 708.7 583.4 698.7 573.4 Maturity analysis Not longer than 3 months Longer than 3 and not longer than 12 months Longer than 1 and not longer than 5 years Over 5 years - - 260.6 448.1 708.7 - - 260.7 322.7 583.4 - - 250.6 448.1 698.7 - - 250.7 322.7 573.4 Recognition and measurement These instruments are classified as debt within the balance sheet and the interest expense is recorded in the income statement. Subordinated debt instruments are initially recognised at cost, being the fair value of the consideration received, less charges associated with the issue of the instrument. They are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any discount or premium on acquisition over the period to maturity. Gains and losses are recognised in profit or loss when the liabilities are derecognised. 11 Convertible preference shares CPS (ASX Code:BENPD) Nov 12: 2,688,703 fully paid $100 Convertible preference shares Unamortised issue costs CPS2 (ASX Code:BENPE) Oct 14: 2,921,188 fully paid $100 Convertible preference shares Unamortised issue costs CPS3 (ASX Code:BENPF) June 15: 2,822,108 fully paid $100 Convertible preference shares Unamortised issue costs Group Bank 2017 $m 2016 $m 2017 $m 2016 $m 268.9 268.9 268.9 268.9 (0.7) 268.2 (3.1) 265.8 (0.7) 268.2 (3.1) 265.8 292.1 292.1 292.1 292.1 (5.9) 286.2 (7.6) 284.5 (5.9) 286.2 (7.6) 284.5 282.2 282.2 282.2 282.2 (6.5) 275.7 (8.1) 274.1 (6.5) 275.7 (8.1) 274.1 Total convertible preference shares 830.1 824.4 830.1 824.4 Nature of shares Convertible preference shares are long term in nature, are perpetual and hence do not have a fixed maturity date. However the shares may be redeemed at the discretion of the Bank for a price per share on the redemption date. Any preference shares not already converted will be converted into ordinary shares on the mandatory conversion date specified in the issue’s prospectus located at http://www. bendigoadelaide.com.au/public/shareholders/prospectus.asp If the Bank is unable to pay a dividend because of insufficient profits, the dividend is non-cumulative. The convertible preference shares rank ahead of the ordinary shares in the event of liquidation. Under certain circumstances ranking may be affected resulting in shares being converted or written off. In accordance with Australian Prudential Regulation Authority’s Basel III capital adequacy framework, these convertible preference shares form part of the Bank’s Additional Tier 1 capital. Recognition and measurement These instruments are classified as debt within the balance sheet and dividends to the holders are treated as interest expense in the income statement. Convertible preference shares are initially recognised at cost, being the fair value of the consideration received, less charges associated with the issue of the instrument. They are subsequently measured at amortised cost using the effective interest method. The shares carry a dividend which will be determined semi- annually and payable half yearly in arrears. The dividend rate will be the floating Bank Bill Rate plus the initial fixed margin, adjusted for franking credits. 72 Annual Financial Report 2017 Annual Financial Report 2017 73 13 Securitisation and transferred assets Repurchase agreements Securitisation Group Carrying amount of transferred assets ¹ Carrying amount of associated liabilities 2 Fair value of transferred assets Fair value of associated liabilities Net Position Bank Carrying amount of transferred assets Carrying amount of associated liabilities 3 Fair value of transferred assets Fair value of associated liabilities Net Position 2017 $m 521.8 521.8 2016 $m 520.3 520.3 2017 $m 3,902.1 3,934.5 3,896.4 3,946.9 2016 $m 3,149.1 3,296.3 3,130.9 3,285.1 (50.4) (154.2) Repurchase agreements Securitisation 2017 $m 503.5 503.5 2016 $m 502.2 502.2 2017 $m 8,134.5 8,397.5 8,113.5 8,407.1 2016 $m 8,989.9 9,430.6 8,952.5 9,354.9 (293.5) (402.4) 1 Represents the carrying value of the loans transferred to the trust. 2 Securitisation liabilities of the Group include RMBS notes issued by the SPE’s and held by external parties. 3 Securitisation liabilities of the Bank include borrowings from SPE’s including the SPE’s that issue internally held notes for repurchase with central banks, recognised on transfer of residential mortgages by the Bank. Securitisation programs The Group uses special purpose entities (SPE’s) to securitise customer loans and advances that it has originated, in order to source funding, and/or capital efficiency purposes. The loans are transferred by the Group to the SPE’s, which in turn issue debt to investors. This transfer does not give rise to de- recognition of those financial assets for the Group. The Group holds income and capital units in the trusts which entitle the Group to any residual income of the SPE after all payments to investors and costs of the program have been met. Trust investors have no recourse against the Group, if cash flows from the securitised loans are inadequate to service the trust obligations. Liabilities associated with the SPE’s are accounted for on an amortised basis using the effective interest method. Repurchase agreements Securities sold under agreement to repurchase, are retained on the balance sheet when the majority of the risks and rewards of ownership remain with the Group. The counterparty liability is included separately on the balance sheet when cash consideration is received. Consolidation SPE’s are consolidated by the Group where the Group has the power to govern directly or indirectly decision making in relation to financial and operational policies, and receives the majority of the residual income or is exposed to the majority of the residual risks associated with the SPE’s. The Group enters into interest rate swaps and liquidity facilities with the trusts, which are all at arm’s length to the SPE’s. Securitised and sold loans The Bank securitised loans totalling $1,939.4 million (2016: $2,876.4 million) during the financial year. The Group invests in some of its own securitisation programs by holding A and B class notes equivalent to $4,960.1 million as at 30 June 2017 (2016: $6,617.7 million). 14 Standby arrangements and uncommitted credit facilities Amount available: Offshore borrowing facility Domestic note program Amount utilised: Offshore borrowing facility Domestic note program Amount not utilised: Offshore borrowing facility Domestic note program Group Bank 2017 $m 2016 $m 2017 $m 2016 $m 10,866.2 10,988.1 10,866.2 10,988.1 6,000.0 6,000.0 5,000.0 5,000.0 583.2 426.3 583.2 426.3 3,416.4 3,987.9 3,405.0 3,976.5 10,283.0 10,348.1 10,283.0 10,348.1 2,583.6 2,012.1 1,595.0 1,023.5 Nature and purpose The Group utilises debt facilities which include both domestic and offshore and both short and long term arrangements. The domestic funding facilities include floating rate notes. The notes are unsubordinated and unsecured. The coupon payable on the notes are both fixed and floating. The floating rate notes are issued at BBSW plus a margin with coupon payments made quarterly. The offshore funding facilities include Euro medium term notes and Euro commercial paper. The Euro commercial paper programmes are utilised to satisfy short term funding requirements. They represent unsubordinated and unsecured obligations. The funding is issued in both Australian and foreign denominations. The instruments may be issued at a discount, or bear interest on a fixed or floating rate basis. Recognition and measurement Funding instruments that are issued in currencies other than AUD are accounted for at amortised cost. These transactions are restated to AUD equivalents each month with adjustments taken directly to income. Funding instruments that have been utilised appear in Note 10 Deposits and notes payable. 15 Capital management Bendigo and Adelaide Bank Limited’s key capital management objectives are to: • Maintain a sufficient level of capital above the regulatory minimum to provide a buffer against loss arising from unanticipated events, and allow the Group to continue as a going concern; • Optimise the level and use of capital resources to must be held by all authorised deposit-taking institutions. Accordingly, Bendigo and Adelaide Bank Limited is required to maintain a minimum prudential capital ratio at both Level 1 and Level 2 as determined by APRA. As part of the Group’s capital management process, the Board considers the Group’s strategy, financial performance objectives, credit ratings and other factors relating to the efficient management of capital in setting target ratios of capital above the regulatory required levels. These processes are formalised within the Group’s Internal Capital Adequacy Assessment Process (ICAAP). enhance shareholder value through maximising financial performance; and Regulatory capital is divided into Common Equity Tier 1, Tier 1 and Tier 2 capital. • Ensure that capital management is closely aligned with the Group’s business and strategic objectives. The Group manages capital adequacy according to the framework provided by the Australian Prudential Regulation Authority (APRA) Standards. Capital adequacy is measured at two levels: • Level 1 includes Bendigo and Adelaide Bank Limited and certain controlled entities that meet the APRA definition of extended licensed entities; and • Level 2 consists of the consolidated Group, excluding non-controlled subsidiaries and subsidiaries involved in insurance, funds management, non-financial operations and special purpose vehicles. APRA determines minimum prudential capital ratios (eligible capital as a percentage of total risk-weighted assets) that Common Equity Tier 1 capital primarily consists of shareholders equity less goodwill and other prescribed adjustments. Tier 1 capital is comprised of Common Equity Tier 1 plus other highly ranked capital instruments acceptable to APRA. Tier 2 capital is comprised primarily of subordinated debt instruments acceptable to APRA. Total capital is the aggregate of Tier 1 and Tier 2 capital. The Group has adopted the Standardised Approach to credit risk, operational risk and market risk, which requires the Group to determine capital requirements based on standards set by APRA. The Group has satisfied the minimum capital requirements at Levels 1 and 2 throughout the 2016/17 financial year. 74 Annual Financial Report 2017 Annual Financial Report 2017 75 16 Share capital Issued and paid up capital Group Bank 2017 $m 2016 $m 2017 $m 2016 $m Ordinary shares (ASX Code: BEN) fully paid - 479,206,464 (2016: 463,762,656) 4,456.7 4,298.4 4,456.7 4,298.4 Employee Share Ownership Plan (8.0) (10.2) (8.0) (10.2) 4,448.7 4,288.2 4,448.7 4,288.2 Movements in ordinary shares on issue Opening balance 1 July - 463,762,656 (2016: 456,566,225) 4,298.4 4,235.4 4,298.4 4,235.4 Shares issued under: Bonus share scheme - 436,024 @ 11.46 , 253,203 @ $10.04 (2016: 330,292 @ $10.64; 267,943 @ $9.05) - - - - Dividend reinvestment plan - 4,212,626 @ $11.46; 4,568,195 @ $10.04 (2016: 2,031,453 @ $10.64; 4,566,743 @ $9.05) Share purchase plan - 5,769,074 @ $10.75 (2016: Nil) Employee share plan - 204,686 @ $11.94 (2016: Nil) Share issue costs 94.2 62.0 2.4 (0.3) 63.0 - - - 94.2 62.0 2.4 (0.3) 63.0 - - - Closing balance 30 June - 479,206,464 (2016: 463,762,656) 4,456.7 4,298.4 4,456.7 4,298.4 Movements in Employee Share Ownership Plan Opening balance Reduction in Employee Share Ownership Plan Closing balance (10.2) 2.2 (8.0) (11.8) 1.6 (10.2) (10.2) 2.2 (8.0) (11.8) 1.6 (10.2) Total issued and paid up capital 4,448.7 4,288.2 4,448.7 4,288.2 Nature of issued capital Ordinary shares (ASX code: BEN) Ordinary shares are fully-paid and have no par value. They carry one vote per share and the right to dividends. Recognition and measurement Ordinary shares, preference shares and step up preference shares are classified as equity. Issued ordinary capital, preference and step up preference shares are recognised at the fair value of the consideration received net of transaction costs (net of any tax benefit). Dividends are recognised as a distribution from equity in the year that they are declared. Employee Share Ownership Plan is the value of loans outstanding in relation to shares issued to employees under this plan and effectively represents the unpaid portion of the issued shares. 17 Retained earning and reserves Retained earnings Movements Opening balance Profit for the year Share based payment Prior year restatement Movements in general reserve for credit losses Dividends Deregistration of subsidiary company Defined benefits actuarial adjustment Tax effect of defined benefits actuarial adjustment Closing balance Reserves Movements Employee benefits reserve Opening balance Net decrease in reserve Closing balance Asset revaluation reserve - property Opening balance Net revaluation increments Tax effect of net revaluation increments Closing balance Asset revaluation reserve - available for sale equity securities Opening balance Revaluation decrements Tax effect of revaluation decrements Closing balance Asset revaluation reserve - available for sale debt securities Opening balance Net unrealised gain/(loss) Transfer to income on sale of available for sale assets Tax effect of net unrealised gains/(losses) Closing balance Operational risk reserve Opening balance Closing balance Cash flow hedge reserve Opening balance Changes due to mark to market Tax effect of changes due to mark to market Closing balance Group Bank 2017 $m 739.2 429.6 0.4 - 6.6 2016 $m 623.1 415.6 3.5 (1.2) - 2017 $m 240.8 312.4 0.4 - 6.6 2016 $m 236.7 303.1 3.5 (1.2) - (311.4) (300.8) (311.4) (300.8) - 0.3 (0.1) 864.6 - (1.4) 0.4 739.2 5.0 0.3 (0.1) 254.0 0.5 (1.4) 0.4 240.8 10.3 (0.8) 9.5 1.3 0.3 (0.1) 1.5 1.5 (1.6) 0.5 0.4 (0.9) 0.9 0.3 (0.4) (0.1) 1.8 1.8 14.4 (4.1) 10.3 1.3 - - 1.3 1.6 (0.1) - 1.5 0.6 (3.3) 1.1 0.7 (0.9) 1.8 1.8 (52.6) 45.6 (13.7) (20.7) (51.2) (2.0) 0.6 (52.6) 10.3 (0.8) 9.5 0.4 0.1 - 0.5 1.2 (1.7) 0.5 - (45.4) 62.4 0.3 (18.8) (1.5) - - (51.1) 44.3 (13.3) (20.1) 14.4 (4.1) 10.3 0.4 - - 0.4 1.2 - - 1.2 23.3 (99.3) 1.1 29.5 (45.4) - - (48.8) (3.3) 1.0 (51.1) 76 Annual Financial Report 2017 Annual Financial Report 2017 77 17 Retained earning and reserves (continued) Treasury and investments Reserves (continued) Movements (continued) General reserve for credit losses (GRCL) Opening balance Increase/(decrease) in GRCL Closing balance Acquisition reserve Opening balance Closing balance Total reserves Group 2017 $m 146.9 (6.6) 140.3 2016 $m 146.9 - 146.9 Bank 2017 $m 128.3 (6.6) 121.7 (20.4) (20.4) (20.4) (20.4) - - 2016 $m 128.3 - 128.3 - - 112.3 87.9 110.1 43.7 Nature and purpose of reserves Employee benefits reserve The reserve records the value of equities issued to non- executive employees under the Employee Share Ownership Plan and the value of deferred shares and rights granted to Executive employees under the Employee Salary Sacrifice, Deferred Share and Performance Share Plan. Further details regarding these employee equity plans are disclosed within Note 35 Share based payment plans. Asset revaluation reserve - property The reserve records revaluation adjustments on the Group’s property assets. Asset revaluation reserve - available for sale - equity investments and debt securities The reserve records fair value changes on available for sale assets. Operational risk reserve The reserve is required to meet Sandhurst Trustees Limited licence requirements. Cash flow hedge reserve The reserve records the portion of gain or loss on the derivatives that are determined to be in an effective cash flow hedge relationship. General reserve for credit losses APRA Prudential standard, APS 220 Credit Quality, requires a reserve to be held to recognise estimated future credit losses which may arise over the life of the Group’s lending portfolio. Acquisition reserve The reserve records the difference between the carrying value of the non-controlling interest and the consideration paid to acquire the remaining interest of the non-controlling interest. This section covers the financial instruments held by the Group including: financial instruments, derivatives, investments accounted for using the equity method (joint arrangements and associates) and investment property. This section outlines how the fair value of financial instruments is determined and the associated methodology. Classification of financial instruments Financial instruments are classified into one of five categories, which determine the accounting treatment. The classification depends on the purpose for which the instruments were acquired. Designation is re-evaluated at each financial year end, but there are restrictions on reclassifying to other categories. The classifications are: • Loans and receivables (refer Lending Section) • Held for trading • Available for sale • Held to maturity • Non-trading liabilities (refer Treasury and Funding Section) 18 Financial assets held for trading Discount securities Floating rate notes Government securities Total financial assets held for trading Maturity analysis Not longer than 3 months Longer than 3 and not longer than 12 months Longer than 1 and not longer than 5 years Over 5 years Recognition and measurement Financial instruments are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. These financial instruments are measured at fair value with gains and losses recognised in the income statement. Fair value measurement is outlined in Note 22 Financial instruments. Group 2017 $m 2016 $m Bank 2017 $m 2016 $m 2,126.0 3,377.2 2,126.3 3,377.5 232.3 3,299.3 5,657.6 - 2,991.9 6,369.1 232.3 3,299.3 5,657.9 - 2,991.9 6,369.4 2,092.7 496.7 2,398.2 670.0 1,685.5 2,091.3 2,592.3 - 2,092.7 496.7 2,398.2 670.3 1,685.5 2,091.3 2,592.6 - 5,657.6 6,369.1 5,657.9 6,369.4 78 Annual Financial Report 2017 Annual Financial Report 2017 79 19 Financial assets available for sale Group Bank 20 Financial assets held to maturity Group Bank Debt securities Negotiable certificates of deposit Mortgage backed securities Security deposits Securitisation notes Liquidity collateral 2017 $m 151.1 60.6 24.9 - 18.0 2016 $m 118.7 144.7 24.8 2017 $m - 60.6 24.9 2016 $m - 144.7 24.8 - 4,957.9 6,554.0 34.9 177.1 194.0 Total financial assets available for sale - debt 254.6 323.1 5,220.5 6,917.5 Equity investments Listed share investments Unlisted share investments Total financial assets available for sale - equity 0.1 31.9 32.0 2.4 28.0 30.4 0.1 23.1 23.2 2.3 21.3 23.6 Total financial assets available for sale 286.6 353.5 5,243.7 6,941.1 Maturity analysis Not longer than 3 months Longer than 3 and not longer than 12 months Longer than 1 and not longer than 5 years Over 5 years Non-maturing 35.0 127.2 49.4 18.1 56.9 118.7 34.5 135.1 34.9 30.3 - 11.2 49.4 - 34.5 135.1 5,135.0 6,748.0 48.1 23.5 286.6 353.5 5,243.7 6,941.1 Recognised gains/(losses) before tax: Gain/(loss) recognised directly in equity Amount removed from equity and recognised in (profit)/loss 0.9 0.3 (3.3) 1.1 62.4 0.3 (99.3) 1.1 Recognition and measurement Available for sale investments are non-derivative financial assets that are designated as available for sale or are not categorised into any of the categories under AASB 139 Financial Instruments: Recognition and Measurement. Available for sale investments are measured at fair value with gains and losses recorded in a reserve within equity. Upon disposal or impairment, the accumulated gains or losses recorded in equity are transferred to the income statement. Fair value measurement is outlined in Note 22 Financial instruments. Negotiable certificates of deposit Floating rate notes Other Deposits Total financial assets held to maturity Maturity analysis Not longer than 3 months Longer than 3 and not longer than 12 months Longer than 1 and not longer than 5 years Over 5 years 2017 $m 185.0 122.5 71.1 378.6 195.5 107.9 67.9 7.4 378.7 2016 $m 193.1 120.2 69.5 382.8 204.5 86.0 84.7 7.6 382.8 2017 $m - - 65.8 65.8 63.7 - - 2.1 65.8 2016 $m - - 62.6 62.6 60.6 - 1.3 0.8 62.7 Classification and measurement Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held to maturity where the Group has the positive intention and ability to hold to maturity. Investments that are held to maturity are measured at amortised cost using the effective interest method. Any discount or premium on acquisition is taken over the period to maturity. Gains and losses are recognised in the income statement when the investments are sold or impaired. 80 Annual Financial Report 2017 Annual Financial Report 2017 81 21 Derivative financial instruments 21 Derivative financial instruments (continued) Group 2017 Group 2016 Notional amount Fair value assets Fair value liabilities Net fair value Notional amount Fair value assets Fair value liabilities Net fair value $m $m $m $m $m $m $m $m Included in derivatives category Derivatives held for trading Futures Interest rate swaps Foreign exchange contracts 3,334.7 20,305.0 39.9 16.0 - 39.9 3,474.5 (17.1) (1.1) 16,842.4 19.6 29.4 - (22.0) 79.4 0.6 (0.4) 0.2 130.4 0.7 (0.5) 23,719.1 56.5 (17.5) 39.0 20,447.3 49.7 (22.5) Derivatives held as fair value hedges Interest rate swaps Cross currency swaps 13.9 156.8 170.7 - 16.3 16.3 (0.9) - (0.9) (0.9) 16.3 15.4 15.5 156.8 172.3 - 22.8 22.8 (1.6) - (1.6) 19.6 7.4 0.2 27.2 (1.6) 22.8 21.2 Derivatives held as cash flow hedges Interest rate swaps 14,734.0 14,734.0 4.9 4.9 (40.6) (40.6) (35.7) 19,475.2 (35.7) 19,475.2 6.5 6.5 (87.7) (87.7) (81.2) (81.2) Total derivatives 38,623.8 77.7 (59.0) 18.7 40,094.8 79.0 (111.8) (32.8) As at 30 June hedged cash flows are expected to occur and affect the income statement as follows: Forecast net cash outflows (42.2) (22.5) (8.2) (421.8) (150.2) (214.8) (23.0) (1.7) (11.3) (0.2) (28.3) (0.1) Group 2017 Forecast cash inflows Forecast cash outflows Forecast net cash outflows 2016 Forecast cash inflows Forecast cash outflows Bank 2017 Forecast cash inflows Forecast cash outflows Forecast net cash outflows 2016 Forecast cash inflows Forecast cash outflows Within 1 year $m 1 to 2 years $m 2 to 3 years $m 3 to 4 years $m 388.1 229.5 33.9 16.8 (425.7) (244.8) (37.6) (15.3) (39.5) (5.6) (18.5) (1.7) 4 to 5 years Greater than 5 years $m 7.5 (8.0) (0.5) $m 21.4 (21.1) 0.3 379.6 127.7 206.6 21.3 11.1 28.2 359.3 227.7 33.2 16.6 (396.1) (242.6) (36.8) (14.9) (38.5) (5.3) (18.2) (1.6) 7.5 (8.0) (0.5) 21.4 (21.1) 0.3 369.3 125.0 206.2 21.3 11.1 28.2 (409.6) (147.0) (214.3) (23.0) (1.7) (11.3) (0.2) (28.3) (0.1) Bank 2017 Bank 2016 Forecast net cash outflows (40.3) (22.0) (8.1) Notional amount Fair value assets Fair value liabilities Net fair value Notional amount Fair value assets Fair value liabilities Net fair value $m $m $m $m $m $m $m $m Included in derivatives category Derivatives held for trading Net gains /(losses) arising from hedge ineffectiveness $m $m $m $m Group Bank 2017 2016 2017 2016 Futures Interest rate swaps Foreign exchange contracts 3,334.7 29,943.0 39.9 120.2 - 39.9 3,474.5 (36.7) 83.5 25,995.5 19.6 240.8 - (23.3) 19.6 217.5 Gains/ (losses) arising from fair value hedges Gains/(losses) on hedging instruments Gains/(losses) on the hedged items attributable to the hedged risk 79.4 0.6 (0.4) 0.2 130.4 0.7 (0.5) 0.2 33,357.1 160.7 (37.1) 123.6 29,600.4 261.1 (23.8) 237.3 Gains on cash flow hedges Gains on cash flow hedges Derivatives held as fair value hedges Interest rate swaps Cross currency swaps 13.9 156.8 170.7 - 16.3 16.3 (0.9) - (0.9) (0.9) 16.3 15.4 15.4 156.8 172.2 - 22.8 22.8 (1.6) - (1.6) (1.6) 22.8 21.2 Derivatives held as cash flow hedges Interest rate swaps 13,402.1 13,402.1 4.8 4.8 (39.6) (39.6) (34.8) 18,876.1 (34.8) 18,876.1 6.4 6.4 (85.3) (85.3) (78.9) (78.9) Total derivatives 46,929.9 181.8 (77.6) 104.2 48,648.7 290.3 (110.7) 179.6 82 Annual Financial Report 2017 Gains on hedges, (not in a hedge accounting relationship) Gains on hedges Nature and purpose The Group uses derivative financial instruments primarily to manage risk, including interest rate risk and foreign currency rate risk. Note 29 Risk management outlines the risk management framework that the Group applies. (5.9) 3.8 (1.7) 4.0 (5.9) 3.8 (1.7) 4.0 - - - - (6.0) (8.1) 5.6 7.9 (6.0) (8.1) 5.6 7.9 Recognition and measurement Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured on a monthly basis. Any gains and losses arising from a change in fair value of the derivative, except for those that qualify as cash flow hedges, are taken directly to the income statement. All derivatives are classified as Level 2 Investments and the valuation methodology is outlined in Note 22 Financial instruments. Annual Financial Report 2017 83 21 Derivative financial instruments (continued) 21 Derivative financial instruments (continued) Recognition and measurement (continued) Offsetting financial assets and financial liabilities (continued) Bank Amounts subject to enforceable master netting or similar agreements Amounts of recognised financial assets/liabilities reported on the balance sheet Related amounts not set-off on the balance sheet Financial collateral (received)/pledged Net amount Financial assets/liabilities not subject to enforceable master netting or similar agreements Total financial assets/liabilities recognised on the balance sheet Derivative assets Derivative liabilities Derivative assets Derivative liabilities 2017 $m $m 2016 $m $m 141.5 77.4 270.2 110.5 (8.8) 132.7 40.3 181.8 (50.3) 27.1 0.2 77.6 (17.1) 253.1 20.1 290.3 (91.2) 19.3 0.2 110.7 For the purpose of this disclosure, financial collateral not set off on the balance sheet have been capped by relevant netting agreements so as not to exceed the net amounts of financial assets/(liabilities) reported on the balance sheet (ie overcollateralisation, where it exists, is not reflected in the tables). Hedge accounting A hedge relationship is established whereby a hedging instrument (derivative) is identified as offsetting changes in the fair value or cash flows of a hedged item (asset or liability). The Group formally designates and documents the hedge relationship, including the risk management strategy for undertaking the hedge. This includes the identification of the hedge instrument, hedge item, the nature of the risk and how effectiveness will be tested. Testing is completed on a monthly basis both retrospectively and prospectively. Derivatives that meet the hedge accounting criteria are able to be accounted for as either a fair value hedge or a cashflow hedge. Cashflow hedges Cashflow hedges consist principally of interest rate swaps that are used to protect against exposures to movements in future interest cash flows on assets and liabilities which bear interest at variable rates. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity in the cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts in the cash flow hedge reserve are recognised in the income statement in the periods when the hedged item is recognised in profit or loss. Fair value hedges Fair value hedges principally consist of interest rate swaps and cross currency swaps that are used to protect against changes in the fair value of fixed rate long term financial instruments due to movements in interest rates and exchange rates. Changes in the fair value of derivatives that are designated and qualify as fair value hedging instruments are recorded in the income statement, along with changes in the fair value of the hedged item. If a hedge relationship no longer meets the criteria for hedge accounting, then hedge accounting is discontinued. The cumulative adjustment to the hedge item is amortised to the income statement over the remaining period until maturity. Offsetting financial assets and financial liabilities The Group presents its derivative assets and liabilities on a gross basis. Derivative financial instruments entered into by the Group are subject to International Swaps and Derivatives Association (ISDA) master netting agreements and other similar master netting arrangements. These arrangements do not meet the criteria for offsetting in the balance sheet. This is because they create for the parties to the agreement a right of set-off, of recognised amounts that are only enforceable following an event of default, insolvency or bankruptcy of the Group, or the counterparties, or following other predetermined events. In addition, the Group and its counterparties do not intend to settle on a net basis or to realise the assets and settle the liabilities simultaneously. The following table sets out the effect of netting arrangements on derivative financial assets and derivative financial liabilities if they were to be applied: Group Derivative assets Derivative liabilities Derivative assets Derivative liabilities 2017 $m $m 2016 $m $m Amounts subject to enforceable master netting or similar agreements Amounts of recognised financial assets/liabilities reported on the balance sheet Related amounts not set-off on the balance sheet Financial collateral (received)/pledged Net amount Financial assets/liabilities not subject to enforceable master netting or similar agreements Total financial assets/liabilities recognised on the balance sheet 37.4 58.8 58.9 111.6 (8.8) 28.6 40.3 77.7 (50.3) 8.5 0.2 59.0 (17.1) 41.8 20.1 79.0 (91.2) 20.4 0.2 111.8 84 Annual Financial Report 2017 Annual Financial Report 2017 85 22 Financial instruments 22 Financial instruments (continued) All financial instruments are initially recognised at fair value on the date of initial recognition depending on the classification of the asset and liability. Details of these classifications are included in the introduction to this section (Treasury and Investments). a) Measurement basis of financial assets and liabilities The following table details the carrying amount of the financial assets and liabilities by classification on the balance sheet. Group 2017 Financial assets Cash and cash equivalents Due from other financial institutions Financial assets held to maturity Financial assets held for trading Financial assets available for sale Loans and other receivables Derivatives Total financial assets Financial liabilities Due to other financial institutions Deposits Notes payable Derivatives Convertible preference shares Subordinated debt Total financial liabilities 2016 Financial assets Cash and cash equivalents Due from other financial institutions Financial assets held to maturity Financial assets held for trading Financial assets available for sale Loans and other receivables Derivatives Total financial assets Financial liabilities Due to other financial institutions Deposits Notes payable Derivatives Convertible preference shares Subordinated debt Total financial liabilities Held at fair value At fair value through profit and loss At fair value through reserves Held at amortised cost Derivatives Held for trading Available for sale Loans and receivables Other financial instruments Total $m $m $m $m $m $m - - - - - - 77.7 77.7 - - - 59.0 - - 59.0 - - - - - - 79.0 79.0 - - - 111.8 - - 111.8 - - - 5,657.6 - - - - - - - 286.6 - - - - - - - 60,776.6 - 1,059.6 1,059.6 270.3 378.7 - - - - 270.3 378.7 5,657.6 286.6 60,776.6 77.7 5,657.6 286.6 60,776.6 1,708.6 68,507.1 - - - - - - - - - - 6,369.1 - - - - - - - - - - - - - - 353.5 - - - - - - - - - - - - - - 57,256.8 - 328.4 328.4 58,772.3 58,772.3 4,480.2 4,480.2 - 830.1 708.7 59.0 830.1 708.7 65,119.7 65,178.7 1,060.0 1,060.0 221.9 382.8 - - - - 221.9 382.8 6,369.1 353.5 57,256.8 79.0 6,369.1 353.5 57,256.8 1,664.7 65,723.1 - - - - - - - - - - - - - - - - - - - - - 294.8 294.8 57,054.7 57,054.7 3,822.5 3,822.5 - 824.4 583.4 111.8 824.4 583.4 62,579.8 62,691.6 Bank 2017 Financial assets Cash and cash equivalents Due from other financial institutions Financial assets held to maturity Financial assets held for trading Financial assets available for sale Loans and other receivables Derivatives Total financial assets Financial liabilities Due to other financial institutions Deposits Notes payable Derivatives Convertible preference shares Subordinated debt Total financial liabilities 2016 Financial assets Cash and cash equivalents Due from other financial institutions Financial assets held to maturity Financial assets held for trading Financial assets available for sale Loans and other receivables Derivatives Total financial assets Financial liabilities Due to other financial institutions Deposits Notes payable Derivatives Convertible preference shares Subordinated debt Total financial liabilities Held at fair value At fair value through profit and loss At fair value through reserves Held at amortised cost Derivatives Held for trading Available for sale Loans and receivables Other financial instruments Total $m $m $m $m $m $m - - - - - - 181.8 181.8 - - - 77.6 - - 77.6 - - - - - - 290.3 290.3 - - - 110.7 - - 110.7 - - - 5,657.9 - - - - - - - 5,243.7 - - - - - - - 55,611.4 - 885.2 270.7 65.8 885.2 270.7 65.8 - - - - 5,657.9 5,243.7 55,611.4 181.8 5,657.9 5,243.7 55,611.4 1,221.7 67,916.5 - - - - - - - - - - 6,369.4 - - - - - - - - - - - - - - 6,941.1 - - - - - - - - - - - - - - 52,280.6 - 328.0 328.0 55,235.1 55,235.1 503.5 503.5 - 830.1 698.7 77.6 830.1 698.7 57,595.4 57,673.0 933.0 221.8 62.7 933.0 221.8 62.7 - - - - 6,369.4 6,941.1 52,280.6 290.3 6,369.4 6,941.1 52,280.6 1,217.5 67,098.9 - - - - - - - - - - - - - - - - - - - - - 287.1 287.1 53,786.3 53,786.3 502.2 - 824.4 573.4 502.2 110.7 824.4 573.4 55,973.4 56,084.1 86 Annual Financial Report 2017 Annual Financial Report 2017 87 22 Financial instruments (continued) b) Fair value measurement Fair value 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. Wherever possible, fair values have been calculated using unadjusted quoted market prices in active markets for identical instruments. A quoted market price in an active market provides the most reliable evidence of fair value. For all other financial instruments, the fair value is determined by using other valuation techniques. Valuation of financial assets and liabilities Various valuation techniques are used to measure the fair value of financial instruments. The technique adopted is dependent upon the inputs available. As part of the fair value measurement, the Group classifies its assets and liabilities according to a hierarchy that reflects the observability of significant market inputs. The three levels of the hierarchy are defined below: • Level 1 - Quoted market prices The fair value is determined using unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 - Valuation technique using observable inputs The fair value is determined using models whose inputs are observable in an active market. • Level 3 - Valuation technique using significant unobservable inputs. The fair value is calculated using significant inputs that are not based on observable market data. Financial assets and liabilities carried at fair value The table below details financial instruments carried at fair value, by balance sheet classification and hierarchy level: Level 1 Level 2 Level 3 Total fair value Total carrying value 22 Financial instruments (continued) Valuation methodology Financial instruments - debt securities Each month, independent valuations are determined by the middle office department of the Group’s Finance and Treasury division. This involves an analysis of independently sourced data that is deemed most representative of the market. From this independent data which is made available by other financial institutions, market average valuations are calculated, and the value of debt securities are updated. Financial instruments - equity investments • Level 1 - Listed investments relates to equities held that are on listed exchanges. • Level 2 - Unlisted investments are equity holdings in unlisted managed investment schemes. For managed scheme investments the most recent prices provided by the fund manager are used. • Level 3 - Unlisted investments are equity holdings in small unlisted entities. Given there are no quoted market prices and fair value cannot be reliably measured, investments are held at cost less impairment. Derivatives Where the Group’s derivative assets and liabilities are not traded on an exchange, they are valued using valuation methodologies, including discounted cash flow and option pricing models as appropriate. The most significant inputs into the valuations are interest rate yields which are developed from publicly quoted rates. Movements in level 3 portfolio The following table provides a reconciliation from the beginning balances to the ending balances for financial instruments which are classified as level 3: Group 2017 Financial assets Financial assets held for trading Financial assets available for sale Derivatives Financial liabilities Derivatives 2016 Financial assets Financial assets held for trading Financial assets available for sale Derivatives Financial liabilities Derivatives Bank 2017 Financial assets Financial assets held for trading Financial assets available for sale Derivatives Financial liabilities Derivatives 2016 Financial assets Financial assets held for trading Financial assets available for sale Derivatives Financial liabilities Derivatives $m - 0.1 - - - 2.4 - - $m - 0.1 - - - 2.4 - - $m $m $m $m Group Bank Financial assets - equity investments 2017 2016 2017 2016 5,657.6 263.5 77.7 59.0 6,369.1 329.9 79.0 111.8 - 23.0 - - - 21.2 - - 5,657.6 5,657.6 286.6 77.7 286.6 77.7 59.0 59.0 6,369.1 6,369.1 353.5 79.0 353.5 79.0 111.8 111.8 $m $m $m $m 5,657.9 5,220.6 181.8 77.6 6,369.4 6,917.5 290.3 110.7 - 23.0 - - - 21.2 - - 5,657.9 5,243.7 181.8 5,657.9 5,243.7 181.8 77.6 77.6 6,369.4 6,941.1 290.3 6,369.4 6,941.1 290.3 110.7 110.7 Opening balance Impairment charge Purchases Sales Closing balance $m 21.2 (0.3) 2.4 (0.3) 23.0 $m 22.2 (1.6) 0.6 - 21.2 $m 21.2 (0.3) 2.4 (0.3) 23.0 $m 22.2 (1.6) 0.6 - 21.2 Financial assets and liabilities carried at amortised cost Valuation hierarchy The table below details financial instruments carried at amortised cost, by balance sheet classification and hierarchy level: Group 2017 Financial assets Cash and cash equivalents Due from other financial institutions Financial assets held to maturity Loans and other receivables Financial liabilities Level 1 Level 2 Level 3 Total fair value Total carrying amount $m $m $m $m $m 1,059.6 270.3 - - - - 378.7 - - - 1,059.6 1,059.6 270.3 378.7 270.3 378.7 - 60,880.0 60,880.0 60,776.6 Due to other financial institutions 328.4 - Deposits Notes payable Convertible preference shares Subordinated debt - - 58,840.3 4,492.2 838.0 - - 701.9 - - - - - 328.4 328.4 58,840.3 58,772.3 4,492.2 4,480.2 838.0 701.9 830.1 708.7 Transfers between levels are deemed to have occurred at the beginning of the reporting period in which instruments are transferred. There were no transfers between levels during the year for the Group or Bank. 88 Annual Financial Report 2017 Annual Financial Report 2017 89 22 Financial instruments (continued) Valuation methodology Cash and cash equivalents, due from/to other financial institutions The carrying value for these assets and liabilities are a reasonable approximation of fair value. Financial instruments - held to maturity The fair values of financial assets held to maturity are measured at amortised cost which approximates their fair value given they are predominantly short-term in nature or have interest rates which reprice frequently. Loans and other receivables The carrying value of loans and other receivables is net of specific and collective provisions. For variable rate loans, excluding impaired loans, the carrying amount is a reasonable estimate of fair value. The fair value for fixed loans is calculated by utilising discounted cash flow models, based on the maturity of the loans. The discount rates used represent the rate the market is willing to offer at arms-length for customers of similar credit quality. The net fair value of impaired loans is calculated by discounting expected cash flows using these rates. Deposits The carrying value of deposits at call is considered to represent fair value given they are short term in nature. The fair value for all term deposits is calculated using a discounted cash flow model applying market rates, or current rates for deposits of similar maturities. Notes payable The fair value for all notes payable is calculated using a discounted cash flow model applying independent market rates and margins for similar financial instruments. Convertible preference shares The fair value for convertible preference shares is based on quoted market rates for the issue concerned as at 30 June. Subordinated debt The fair value of subordinated debt is calculated based on quoted market prices. For those debt issues where quoted market prices were not available, a discounted cash flow model using a yield curve appropriate to the remaining maturity of the instrument is used. 22 Financial instruments (continued) Financial assets and liabilities carried at amortised cost (continued) Valuation hierarchy (continued) Group 2016 Financial assets Cash and cash equivalents Due from other financial institutions Financial assets held to maturity Loans and other receivables Financial liabilities Level 1 Level 2 Level 3 Total fair value Total carrying amount $m $m $m $m $m 1,060.0 221.9 - - - - 382.8 - - - 1,060.0 1,060.0 221.9 382.8 221.9 382.8 - 57,450.4 57,450.4 57,256.8 Due to other financial institutions 294.8 - Deposits Notes payable Convertible preference shares Subordinated debt Bank 2017 Financial assets Cash and cash equivalents Due from other financial institutions Financial assets held to maturity Loans and other receivables Financial liabilities Due to other financial institutions Deposits Notes payable Convertible preference shares Subordinated debt 2016 Financial assets Cash and cash equivalents Due from other financial institutions Financial assets held to maturity Loans and other receivables Financial liabilities Due to other financial institutions Deposits Notes payable Convertible preference shares Subordinated debt - 55,701.9 55,701.9 55,611.4 - - - - - - - - 294.8 294.8 57,121.8 57,054.7 3,810.9 3,822.5 799.1 576.1 824.4 583.4 885.2 270.7 65.8 885.2 270.7 65.8 - - - - - - - - 328.0 328.0 55,295.5 55,235.1 503.5 838.0 691.9 933.0 221.8 62.7 503.5 830.1 698.7 933.0 221.8 62.7 - - 57,121.8 3,810.9 799.1 - - 576.1 885.2 270.7 - - - - 65.8 328.0 - - - 838.0 55,295.5 503.5 - - 691.9 933.0 221.8 - - - - 62.7 - 52,458.1 52,458.1 52,280.6 287.1 - - - 799.1 53,848.1 502.2 - - 566.1 - - - - - 287.1 287.1 53,848.1 53,786.3 502.2 799.1 566.1 502.2 824.4 573.4 Transfers between levels are deemed to have occurred at the beginning of the reporting period in which instruments are transferred. There were no significant transfers between levels during the year for the Group or Bank. 90 Annual Financial Report 2017 Annual Financial Report 2017 91 23 Investment property Operating assets and liabilities Investment property values reflect the Group’s investment in residential real estate through the Homesafe Trust. The investments represent shared equity interest alongside the original homeowners in Sydney and Melbourne residential properties. This section outlines the operating assets and liabilities of the Group and associated information. Included in this section is information on the following: cash flow statement reconciliation, cash & cash equivalents, goodwill, other assets and other payables. Opening balance Additions Disposals Homesafe income Total investment property Group 2017 $m 573.4 50.2 (47.7) 90.4 666.3 2016 $m 482.0 49.4 (37.7) 79.7 573.4 Bank 2017 $m - - - - - 2016 $m - - - - - Recognition and measurement Investment properties are measured initially at cost, including transaction costs and then stated at fair value. Gains or losses arising from changes in the fair values of investment properties are recognised in the income statement in the year in which they arise. Valuation methodology Subsequent to initial recognition, fair value is determined by discounting the expected future cash flows of the portfolio, taking into account the restrictions on the ability to realise the investment property due to contractual obligations. Assumptions used in the modelling of future cashflows are sourced from market indices of property values (Residex) and long term growth/discount rates appropriate to residential property and historical experience of contracts that have been closed out. The discounted cash flow model is prepared on a monthly basis. Inputs that form part of the discounted cash flow model include rates of property appreciation, discount rates, selling costs, mortality rates and future CPI increases. Fair value measurement There are different levels of fair value measurement. When fair value is calculated using inputs that are not based on observable market data, then assets will be considered as Level 3 fair value. Investment property has been categorised as a Level 3 fair value based on the inputs outlined above. Sensitivity of Level 3 fair value measurements to reasonably possible alternative assumptions Valuation technique Significant unobservable inputs Range of estimates (weighted -average) for unobservable input Fair value measurement sensitivity to unobservable inputs Discounted cash flow Rates of property appreciation - long term growth rate 6% $m1 666.3 5% - 7% Significant increases in these inputs would result in higher fair values. Effect of reasonably possible alternative assumptions Favourable change Unfavourable change $m $m 83.7 (43.6) Discount rates - 7.75% 666.3 6.75% - 8.75% Significant increases in these inputs would result in lower fair values. 84.4 (43.2) 1 This includes a fair value adjustment of $28.2m which reflects an assumed 3% increase in property prices for the next 18 months before returning to a long term growth rate of 6%. Where valuation techniques use non-observable inputs that are significant to a fair value measurement in its entirety, changing these inputs will change the resultant fair value measurement. The most significant inputs impacting the carrying value of the investment property are the long term growth rates and the discount rates. There are interdependencies between a number of the assumptions made which mean that no single factor is likely to move independent of others, however the sensitivities disclosed above assume all other assumptions remain unchanged. 24 Cash flow statement reconciliation Profit after tax Non-cash items Bad debts expense Amortisation Depreciation (including leasehold improvements) Revaluation increments Share of net (profit)/loss from joint arrangements and associates Impairment write down Fair value acquisition adjustments Hedge gains/(losses) in relation to ineffectiveness Changes in assets and liabilities Increase/(decrease) in tax provision Increase/(decrease) in deferred tax assets & liabilities (Increase)/decrease in derivatives Decrease in accrued interest Decrease in accrued employee entitlements (Increase)/decrease in other accruals, receivables and provisions Cash flows from operating activities before changes in operating assets and liabilities Net (Increase)/decrease in operating assets Group 2017 $m 2016 $m Bank 2017 $m 2016 $m 429.6 415.6 312.4 303.1 91.9 38.5 21.8 (88.1) (1.1) (0.8) 7.9 8.1 (13.0) 32.9 (51.5) (1.2) 12.4 29.4 56.9 34.9 21.8 (65.2) 0.1 2.3 5.1 (7.9) 16.3 17.5 (11.4) (42.5) 0.3 68.5 27.9 21.3 (22.4) (1.3) (1.5) 4.1 8.1 46.0 (13.6) 75.4 (1.5) 13.1 48.5 23.5 21.3 33.5 0.1 2.3 5.1 (7.9) (17.7) (6.8) (85.3) (35.7) 0.6 (196.4) (51.8) (187.5) 516.8 247.4 484.7 97.1 Net increase of loans to other entities (3,611.7) (1,778.9) (3,370.6) (1,559.7) Net (increase)/decrease of investment securities 775.8 (650.9) 2,396.8 (1,721.4) Net Increase/(decrease) in operating liabilities Net increase in balance of retail deposits 583.0 3,339.5 404.0 2,834.4 Net increase in balance of wholesale deposits Net increase/(decrease) in balance of notes payable 1,134.7 209.8 657.7 (1,103.4) 1,044.8 (963.8) Net cash flows from operating activities 56.3 263.5 (4.1) 122.4 466.8 239.6 Cash flows presented on a net basis Cash flows arising from the following activities are presented on a net basis in the cash flow statement: Loans and other receivables, investment securities, retail deposits and wholesale deposits. 92 Annual Financial Report 2017 Annual Financial Report 2017 93 25 Cash and cash equivalents Group Bank 26 Goodwill and other intangible assets Notes and coins and cash at bank Cash at bank Investments at call 2017 $m 177.6 731.4 150.6 2016 $m 178.8 653.3 227.9 Total cash and cash equivalents 1,059.6 1,060.0 Reconciliation of cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents includes: 2017 $m 177.6 594.1 113.5 885.2 2016 $m 178.7 546.4 207.9 933.0 Group Carrying amount as at 1 July 2016 Additions Amortisation charge Impairment charge Goodwill $m 1,442.3 - - - $m 148.8 68.0 (20.8) - Computer software Core deposits Customer relationship Other acquired intangibles1 Trustee licence Cash and cash equivalents Due from other financial institutions Due to other financial institutions 1,059.6 1,060.0 270.3 (328.4) 221.9 (294.8) 885.2 270.7 933.0 221.8 (328.0) (287.1) 1,001.5 987.1 827.9 867.7 Recognition and measurement Cash and cash equivalents include cash on hand, deposits held at call with banks, bank overdrafts and other short term investments that have an original maturity of three months or less. Cash at bank earns interest at variable rates based on daily bank and short term deposit rates. Interest is recognised in the income statement using the effective interest method. $m 11.6 - (8.4) - 3.2 20.0 - (8.4) - 11.6 9.2 - (6.5) 2.7 15.6 - (6.4) 9.2 $m 9.9 - (5.5) - 4.4 16.2 - (6.3) - 9.9 1.5 - (0.5) 1.0 2.8 - (1.3) 1.5 $m 13.7 - (3.8) (0.4) 9.5 18.9 0.2 (4.8) (0.6) 13.7 9.0 - (1.5) 7.5 10.5 - (1.5) 9.0 Total $m 1,634.7 68.0 (38.5) (0.4) $m 8.4 - - - 8.4 1,663.8 8.4 1,580.5 - - - 89.7 (34.9) (0.6) 8.4 1,634.7 - - - - - - - - 1,528.7 66.6 (27.9) 1,567.4 1,464.6 87.6 (23.5) 1,528.7 Computer software includes both purchased and internally generated software. The cost of internally generated software comprises all directly attributable costs necessary to create, produce and prepare the software to be capable of operating in the manner intended by management. Costs incurred in the ongoing maintenance of software are expensed as incurred. Gains or losses arising from the disposal of an intangible asset are measured as the difference between the sale proceeds and the carrying amount of the asset and are included in the income statement in the year of disposal. A summary of the policies applied to the Group’s intangible assets (excluding goodwill) are as follows: Closing balance as at 30 June 2017 1,442.3 196.0 Carrying amount as at 1 July 2015 1,442.3 Additions Amortisation charge Impairment of goodwill - - - 74.7 89.5 (15.4) - Closing balance as at 30 June 2016 1,442.3 148.8 Bank Carrying amount as at 1 July 2016 1,362.8 Additions Amortisation charge - - Closing balance as at 30 June 2017 1,362.8 Carrying amount as at 1 July 2015 1,362.8 Additions Amortisation charge - - Closing balance as at 30 June 2016 1,362.8 146.2 66.6 (19.4) 193.4 72.9 87.6 (14.3) 146.2 1 These assets include customer lists, management rights and trade names. Recognition and measurement Intangible assets (other than goodwill) Intangible assets acquired separately are measured at cost on initial recognition. Intangible assets acquired in a business combination are measured at fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and impairment losses. Intangible assets with a finite life are amortised over a straight line basis over their useful life and tested at least annually for impairment or when there is an indicator that impairment may exist. Intangible assets with indefinite lives are tested for impairment in the same way as goodwill. The amortisation period and method are reviewed at each financial year end for all intangible assets. 94 Annual Financial Report 2017 Annual Financial Report 2017 95 Useful lives Method used Trustee Licence Computer software/ development costs Intangible assets acquired in a business combination Indefinite Finite Finite Not amortised or revalued Straight line over 2.5 to 10 years Straight line over life of asset (2 - 15yrs) Internally generated/acquired Acquired Internally generated or acquired Acquired Impairment test/recoverable amount testing Annually and when an indicator of impairment exists Annually and when an indicator of impairment exists Annually and when an indicator of impairment exists 26 Goodwill and other intangible assets (continued) 27 Other assets Recognition and measurement Goodwill Goodwill acquired in a business combination is initially measured at cost. Cost is measured as the cost of the business combination minus the net fair value of the acquired identifiable assets, liabilities and contingent liabilities. Following initial recognition goodwill is measured at cost less accumulated impairment losses. Key assumptions used in value in use calculations In determining value in use the estimated future (pre-tax) cash flows are discounted to their present value using a discount rate. The estimated future cash flows are obtained from the Group’s forecast which is developed annually and approved by management and the board. Growth rates are applied to the approved forecast data to extrapolate for a further four years. Goodwill is allocated to cash generating units (CGU) for the purposes of impairment testing, which is undertaken at the lowest level at which Goodwill is monitored for internal management purposes. Impairment testing is performed at least annually, or whenever there is an indication of impairment, by comparing the recoverable amount of a CGU with its carrying amount. The carrying amount of a CGU is based on its assets, liabilities and allocated goodwill. The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value in use. If the recoverable amount is less than the carrying value, an impairment loss is charged to the income statement. At the date of disposal of a business, attributable goodwill is measured on the basis of the value of the operation disposed of and the portion of the CGU retained. Goodwill has been allocated to the following CGUs: Local connection Partner connection Wealth Agribusiness 2017 $m 677.5 464.4 209.7 90.7 2016 $m 677.5 464.4 209.7 90.7 The discount rate used is based on the weighted average cost of capital for each CGU and reflects current market assessments of the risks specific to the CGU for which future estimates of cash flows have not been adjusted. A terminal growth rate of 3.0% is representative of long term growth rates, including inflation, in Australia. It is used to extrapolate cash flows beyond the forecast period for each CGU. The table below contains discount rates used in the calculation of the recoverable amount for each CGU: Local connection Partner connection Wealth Agribusiness Discount rate 10.17% 10.47% 10.77% 11.07% Sensitivity analysis Whilst there was no impairment in any of the CGUs, changes in the key assumptions would affect the recoverable amount of the CGUs. The table below discloses the possible changes to key assumptions which would result in impairment first becoming evident: 1,442.3 1,442.3 Increase/(decrease) in key assumptions Other income growth rate Discount rate Wealth (1.28%) 0.67% The sensitivities above assume that the specific assumption moves in isolation, while all other assumptions are held constant. Accrued income Prepayments Sundry debtors Accrued interest Deferred expenditure Total other assets Group Bank 2017 $m 34.5 30.6 102.8 157.0 56.3 381.2 2016 $m 39.0 22.6 113.2 158.8 81.3 414.9 2017 $m 30.5 30.1 194.5 129.0 55.7 439.8 2016 $m 33.9 22.8 152.7 129.9 80.9 420.2 Recognition and measurement Prepayments and sundry debtors Prepayments and sundry debtors are recognised initially at fair value and then subsequently measured at amortised cost using the effective interest method. Collectability of sundry debtors is reviewed on an ongoing basis. Debts that are known to be uncollectable are written off when identified. Accrued interest Accrued interest is interest that has been recognised as income on an accrual basis using the effective interest method, but is yet to be charged to the loan or receivable. Deferred expenditure Deferred expenditure relating to projects is capitalised to the Balance Sheet when it is probable the future economic benefits attributable to the asset will flow to the Group. The cost model is applied which requires the asset to be carried at cost less any impairment losses. When the project has been completed these items are transferred to capitalised software (refer to Note 27 Goodwill and other intangible assets for further information). The carrying value of deferred expenditure is reviewed for impairment annually when the asset is not yet available for use, or more frequently when an indicator of impairment arises. 28 Other payables Accrued expenses and outstanding claims Accrued interest Prepaid interest Total other payables Recognition and measurement Sundry creditors and accrued expenses Sundry creditors and accrued expenses are carried at amortised cost, which is the fair value of the consideration to be paid in the future for goods and services received. Sundry creditors are generally settled within 30 days. Accrued interest Accrued interest is the interest that is recognised as an expense in the income statement but has yet to be paid to the customers liability account. Interest is recognised using the effective interest method. Group Bank 2017 $m 310.9 196.3 25.1 532.3 2016 $m 275.6 199.2 25.1 499.9 2017 $m 396.4 185.7 - 2016 $m 466.8 188.1 - 582.1 654.9 Prepaid interest Prepaid interest is the interest received from customers in advance. This interest is recognised as income in the income statement using the effective interest method. 96 Annual Financial Report 2017 Annual Financial Report 2017 97 Other disclosure matters 29 Risk management (continued) The following section outlines all other disclosure matters including: risk management, business combinations, subsidiaries and controlled entities, related party disclosures, provisions, commitments and contingencies and other required disclosures. Credit risk (continued) The maximum credit exposure to any client or counterparty as at 30 June 2017 was $939.2 million (2016: $1,107.0 million) before taking account collateral or other credit enhancements and $939.2 million (2016: $1,107.0 million) net of such protection. The risk management note outlines the key financial risks that the Group manages. 29 Risk management Nature of risk The Group is exposed to a range of risks which have the potential to adversely impact its financial performance and financial position. The Group actively manages those risks it assesses to be material including key financial risks (i.e. credit risk, liquidity risk and market risk) and operational risks. Financial risk management The Group’s exposure to financial risks are considered significant given financial instruments held by the Group constitute the core contributors of financial performance and position. An overview of the Group’s key financial risks is presented below. The Board is ultimately responsible for the management of risk which is achieved by establishing, reviewing and overseeing the Group’s Risk Management Framework (the framework) including its risk profile, risk appetite and risk strategy. The framework provides a high level description of the material risks faced by the Group together with the policies and procedures implemented to measure, monitor and manage those risks. The Board’s role is supported by committees namely the Asset and Liability Management Committee (ALMAC), Management and Board Credit committees, Operational Risk committee and the Board Risk committee who monitor adherence to policies, limits and procedures. Further details regarding the Group’s material risks including our strategic approach to their management is contained within the Directors’ Report and the Corporate Governance statement. Our committee charters are available on our website. Gross maximum exposure Cash and cash equivalents Due from other financial institutions Financial assets held for trading Financial assets available for sale Financial assets held to maturity Other assets Derivatives Shares in controlled entities Amounts receivable from controlled entities Gross loans and other receivables Contingent liabilities Commitments Credit risk Credit risk is risk of the Group suffering a financial loss if any of its customers or counterparties fail to fulfil their contractual obligations. The Group is predominantly exposed to credit risk as a result of its lending activities as well as counterparty exposures arising from the funding activities of Group Treasury and the use of derivative contracts. The table below presents the maximum exposure to credit risk arising from balance sheet and off-balance sheet financial instruments. The exposure is shown gross before taking into account any master netting, collateral agreements or other credit enhancements. Group Bank 2017 $m 882.0 270.3 2016 $m 881.2 221.9 5,657.6 6,369.1 286.6 378.7 259.8 77.7 - - 353.5 382.8 272.0 79.0 - - 2017 $m 707.6 270.7 5,657.9 5,243.7 65.8 323.5 181.8 570.2 2016 $m 754.3 221.8 6,369.4 6,941.1 62.7 282.6 290.3 569.8 1,072.3 1,160.1 60,928.0 57,471.4 55,722.9 52,402.9 68,740.7 66,030.9 69,816.4 69,055.0 253.8 6,206.7 6,460.5 237.3 7,000.2 7,237.5 249.1 5,677.3 5,926.4 232.4 6,561.4 6,793.8 Total credit risk exposure 75,201.2 73,268.4 75,742.8 75,848.8 Where financial instruments are recorded at fair value the amounts shown above represent the current credit risk exposure but not the maximum risk exposure that could arise in the future as a result of changes in values. For financial assets recognised on the balance sheet, the maximum exposure to credit risk equals their carrying amount. 98 Annual Financial Report 2017 For contingent liabilities including financial guarantees granted, it is the maximum amount that the Group would have to pay if the guarantees were called upon. For loan commitments and other credit-related commitments, it is generally the full amount of the committed facilities. Concentrations of the maximum exposure to credit risk Concentration risk is managed by client or counterparty, by geographical region and by industry sector. The Group implements certain exposure and concentration limits in order to mitigate the risk. Geographic - based on the location of the counterparty or customer. The table below presents the maximum exposure to credit risk categorised by geographical region. The exposures are shown gross before taking into account any collateral held or other credit enhancements. Geographic concentration Victoria New South Wales Queensland South Australia/Northern Territory Western Australia Australian Capital Territory Tasmania Overseas Group 2017 $m 2016 $m Bank 2017 $m 2016 $m 30,311.4 30,435.1 30,355.8 30,690.8 14,529.8 14,018.4 18,105.5 20,040.4 9,273.8 7,713.7 7,545.5 3,946.5 1,500.6 379.9 9,310.8 7,436.1 6,923.9 2,609.2 1,667.7 867.2 8,322.7 7,148.7 6,194.6 3,939.3 1,317.2 359.0 8,526.1 7,029.0 5,400.8 2,576.3 1,295.7 289.7 Total credit risk exposure 75,201.2 73,268.4 75,742.8 75,848.8 Industry Sector - is based on the industry in which the customer or counterparty are engaged. The table below presents the maximum exposure to credit risk categorised by industry sector. The exposures are shown gross before taking into account any collateral held or other credit enhancements. Industry concentration Accommodation and food services Administrative and support services Agriculture, forestry and fishing Arts and recreation services Construction Education and training Electricity, gas, water and waste services Financial and insurance services Financial services Health care and social assistance Information media and telecommunications Manufacturing Margin lending Mining Other Other services Professional, scientific and technical services Public administration and safety Rental, hiring and real estate services Residential/consumer Retail trade Transport, postal and warehousing Wholesale trade Total credit risk exposure Group Bank 2017 $m 710.3 252.2 2016 $m 766.0 272.4 2017 $m 708.8 252.2 2016 $m 764.4 272.4 6,538.1 6,496.8 2,625.0 2,800.2 219.5 219.0 219.4 218.9 2,706.7 2,631.3 2,676.4 2,583.5 357.7 169.4 1,121.0 7,849.4 980.5 157.4 863.6 366.6 185.5 1,155.9 8,561.4 914.4 168.0 905.9 1,726.1 1,742.4 176.1 305.2 645.2 852.1 403.4 193.1 317.5 655.9 893.5 456.0 357.7 169.4 366.6 185.5 1,120.1 1,154.6 14,136.4 16,686.2 980.5 157.4 858.0 - 176.0 277.8 644.9 851.9 402.3 914.4 168.0 901.0 - 192.9 243.0 655.6 893.1 455.5 5,526.5 5,285.9 5,514.8 5,269.4 41,414.7 38,760.8 41,393.6 38,807.8 1,206.3 1,245.2 1,202.1 1,244.9 603.7 416.1 651.6 423.3 602.1 416.0 647.8 423.1 75,201.2 73,268.4 75,742.8 75,848.8 Annual Financial Report 2017 99 29 Risk management (continued) 29 Risk management (continued) Credit quality The credit quality of financial assets is managed by the Group using internal credit ratings. The table below presents the credit quality of financial assets, based on the Group’s credit rating system and are gross of any impairment allowances. Neither past due or impaired High grade $m 882.0 270.3 5,657.6 254.6 378.7 - 77.7 4,361.3 Standard grade Sub- standard grade $m $m - - - - - - - 10,449.5 - - - - - - - 1,430.3 Unrated Consumer loans 1 Past due or impaired Total $m - - - 32.0 - 259.8 - 669.6 $m $m $m - - - - - - - 41,599.7 - - - - - - - 2,417.6 882.0 270.3 5,657.6 286.6 378.7 259.8 77.7 60,928.0 11,882.2 10,449.5 1,430.3 961.4 41,599.7 2,417.6 68,740.7 881.2 221.9 6,369.1 323.1 382.8 - 79.0 3,996.6 - - - - - - - 9,865.4 - - - - - - - 1,427.4 - - - 30.4 - 272.0 - 748.0 - - - - - - - 39,016.8 - - - - - - - 2,417.2 881.2 221.9 6,369.1 353.5 382.8 272.0 79.0 57,471.4 12,253.7 9,865.4 1,427.4 1,050.4 39,016.8 2,417.2 66,030.9 Group 2017 Cash and cash equivalents Due from other financial institutions Financial assets held for trading Financial assets available for sale Financial assets held to maturity Other assets Derivatives Loans and other receivables 2016 Cash and cash equivalents Due from other financial institutions Financial assets held for trading Financial assets available for sale Financial assets held to maturity Other assets Derivatives Loans and other receivables Bank 2017 Cash and cash equivalents Due from other financial institutions Financial assets held for trading Financial assets available for sale Financial assets held to maturity Other assets Derivatives Loans and other receivables Amounts receivable from controlled entities Shares in controlled entities 707.6 270.7 5,657.9 5,220.5 65.8 - 181.8 537.3 - - - - - - - - - 8,909.8 - - - - - - - - - 1,292.6 - - - - - 23.2 - 323.5 - 660.6 1,072.3 570.2 - - - - - - - 42,157.9 - - - - - - - - - 2,164.7 - - 707.6 270.7 5,657.9 5,243.7 65.8 323.5 181.8 55,722.9 1,072.3 570.2 12,641.6 8,909.8 1,292.6 2,649.8 42,157.9 2,164.7 69,816.4 2016 Cash and cash equivalents Due from other financial institutions Financial assets held for trading Financial assets available for sale Financial assets held to maturity Other assets Derivatives Loans and other receivables Amounts receivable from controlled entities Shares in controlled entities 754.3 221.8 6,369.4 6,917.5 62.7 - 290.3 480.5 - - - - - - - - - 8,363.7 - - - - - - - - - 1,245.4 - - - - - 23.6 - 282.6 - 741.5 1,160.1 569.8 - - - - - - - 39,522.8 - - - - - - - - - 2,049.0 - - 754.3 221.8 6,369.4 6,941.1 62.7 282.6 290.3 52,402.9 1,160.1 569.8 15,096.5 8,363.7 1,245.4 2,777.6 39,522.8 2,049.0 69,055.0 1 Consumer loans are predominantly mortgage secured residential loans not rated on an individual basis. 100 Annual Financial Report 2017 Credit Quality (continued) The credit ratings range from high grade where there is a very high likelihood of the asset being recovered in full to sub-standard grade where there is concern over the obligor’s ability to make payments when due. Credit risk stress testing is regularly performed to assess the likelihood of loan default, to examine the financial strength of borrowers and counterparties including their ability to meet commitments under changing scenarios and to assess the exposure and extent of loss should default actually occur. Ageing The following table presents the ageing analysis of past due but not impaired loans and other receivables. Loans and receivables which are 90 or more days past due are not classified as impaired assets where the estimated net realisable value of the collateral/security is sufficient to cover the repayment of all principal and interest amounts due. The exposures are shown net after taking into account any collateral held or other credit enhancements. Less than 30 days 31 to 60 days 61 to 90 days More than 91 days $m $m $m $m Total $m Fair value of collateral $m Group Bank 2017 2016 2017 2016 1,254.4 1,131.2 1,218.7 1,076.3 257.0 246.3 211.8 196.6 109.3 111.3 516.1 578.2 2,136.8 2,067.0 6,052.4 5,959.6 91.4 94.4 436.7 466.6 1,958.6 1,833.9 5,025.6 4,647.3 Liquidity risk Liquidity risk is defined as the risk that the Group is unable to meet its payment obligations as they fall due. The principal objectives are to ensure that all cash flow commitments are met in a timely manner and prudential requirements are satisfied. As at January 2015, the Group commenced measurement and reporting of liquidity under the revised APRA Prudential Standard APS210, using the scenario based Liquidity Coverage Ratio (LCR). This new regime requires the Group to maintain a ratio of High Quality Liquid Assets (HQLA) to cover defined projected cash outflows over a 30 day period. The Group continues to manage the liquidity holdings in line with the Board approved funding strategy and funding plan, ensuring adequate levels of HQLA, other liquid assets and diversified sources of funding. In meeting our liquidity requirement the Group makes use of the Reserve Bank of Australia provided Committed Liquidity Facility. The Group also maintains a significant amount of contingent liquidity in the form of internal securitisation whereby the collateral can be presented to the Reserve Bank of Australia for cash in extraordinary circumstances such as systemic liquidity issues. Liquidity risk is managed in line with the Board approved Risk Appetite, Framework and Policy. The framework incorporates limits, monitoring and escalation processes to ensure sufficient liquidity is maintained. The Group has established a set of early warning indicators to support the liquidity risk management process, in particular, to alert management of emerging or increased risk or vulnerability in its liquidity position. The liquidity risk management framework is also supported by liquidity standards and policies which are regularly reviewed and updated to reflect prevailing market conditions, changes in operational requirements and regulatory obligations. Annual Financial Report 2017 101 29 Risk management (continued) Analysis of financial liabilities by remaining contractual maturities The table below analyses the Group’s financial liabilities into relevant maturity periods based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table represent all cash flows, on an undiscounted basis, including all future coupon payments, both principal and interest, and therefore may not reconcile with the amounts disclosed on the balance sheet. For foreign exchange derivatives and cross currency interest rate swaps, the amounts disclosed are the gross contractual cash flows to be paid. For interest rate swaps, the cash flows are the net amounts to be paid, and have been estimated using forward interest rates applicable at the reporting date. Group 2017 Due to other financial institutions Deposits Notes payable Derivatives - net settled Other payables Convertible preference shares Subordinated debt At call Not longer than 3 months 3 to 12 months 1 to 5 years Longer than 5 years Total $m $m $m $m $m $m 328.4 22,612.9 5.0 - 593.4 - - - 16,603.1 522.8 13.5 - - 8.3 - 15,451.0 411.4 26.6 - 35.0 25.6 - 4,300.8 1,271.3 21.0 - 375.7 374.7 - 0.7 2,269.7 0.1 - 578.8 495.7 328.4 58,968.5 4,480.2 61.2 593.4 989.5 904.3 Total financial liabilities 23,539.7 17,147.7 15,949.6 6,343.5 3,345.0 66,325.5 Contingent liabilities Commitments Total contingent liabilities and commitments 253.8 6,206.7 6,460.5 - 21.2 21.2 - 63.6 63.6 - 222.1 222.1 - 101.7 253.8 6,615.3 101.7 6,869.1 2016 Due to other financial institutions Deposits Notes payable Derivatives - net settled Other payables Convertible preference shares Subordinated debt 294.8 20,919.9 36.0 - 765.7 - - - 17,453.1 557.3 17.5 - - 7.7 - 15,222.2 3.5 33.1 - 36.6 23.9 - 3,636.5 2,450.3 42.6 - 405.5 379.3 - 14.6 775.9 9.9 - 599.5 363.7 294.8 57,246.3 3,823.0 103.1 765.7 1,041.6 774.6 Total financial liabilities 22,016.4 18,035.6 15,319.3 6,914.2 1,763.6 64,049.1 Contingent liabilities Commitments Total contingent liabilities and commitments 237.3 7,000.2 7,237.5 - 19.4 19.4 - 58.1 58.1 - 246.0 246.0 - 159.9 237.3 7,483.6 159.9 7,720.9 29 Risk management (continued) Liquidity risk (continued) Analysis of financial liabilities by remaining contractual maturities (continued) Bank 2017 Due to other financial institutions Deposits Notes payable Derivatives - net settled Other payables Loans payable to securitisation trusts Convertible preference shares Subordinated debt At call Not longer than 3 months 3 to 12 months 1 to 5 years Longer than 5 years Total $m $m $m $m $m $m 328.0 22,175.8 - - 589.6 - - - - 15,198.8 503.5 13.2 - - - 8.3 - 13,853.3 - 26.0 - - 35.0 25.6 - 4,192.1 - 20.4 - - 375.7 364.7 - 0.7 - 0.1 - 8,472.2 578.8 495.7 328.0 55,420.7 503.5 59.7 589.6 8,472.2 989.5 894.3 Total financial liabilities 23,093.4 15,723.8 13,939.9 4,952.9 9,547.5 67,257.5 Contingent liabilities Commitments Total contingent liabilities and commitments 249.1 5,677.3 5,926.4 - 21.2 21.2 - 63.6 63.6 - 222.1 222.1 - 101.7 249.1 6,085.9 101.7 6,335.0 2016 Due to other financial institutions Deposits Notes payable Derivatives - net settled Other payables Loans payable to securitisation trusts Convertible preference shares Subordinated debt 287.1 20,572.2 - - 898.8 - - - - 15,978.5 502.2 17.0 - - - 7.5 - 13,801.7 - 31.7 - - 36.6 23.4 - 3,599.7 - 42.1 - - 405.5 366.8 - 14.6 - 9.9 - 9,437.3 599.5 363.7 287.1 53,966.7 502.2 100.7 898.8 9,437.3 1,041.6 761.4 Total financial liabilities 21,758.1 16,505.2 13,893.4 4,414.1 10,425.0 66,995.8 Contingent liabilities Commitments Total contingent liabilities and commitments 232.4 6,561.4 6,793.8 - 19.3 19.3 - 57.9 57.9 - 245.8 245.8 - 159.9 232.4 7,044.3 159.9 7,276.7 Market risk (including interest rate and currency risk) Market risk is the risk that changes in market rates and prices including: interest rates, foreign currency exchange rates, equity prices, will affect the Group’s financial performance and financial position. Market risk is referred to as either traded or non- traded risk. Traded market risk primarily represents interest rate risk in the trading book which operates as an integral part of the liquidity risk management function. The trading book portfolio consists of securities held for trading and liquidity purposes. This risk is represented by the potential adverse impact to net interest income (NII) and other income resulting from positions held in traded interest rate securities such as government bonds and traded interest rate swaps. Non-traded market risk primarily represents interest rate risk in the banking book (IRRBB). This risk is represented by the potential adverse impact to NII resulting from a mismatch between the maturity and repricing dates of its assets and liabilities that arises in the normal course of its business activities. The banking book activities that give rise to market risk include general lending activities, balance sheet funding and capital management. The Group currently uses both a static and dynamic approach to model the effect of interest rate movements on NII and market value of equity (MVE). The primary interest rate monitoring tools used are simulation models and gap analysis. The interest rate simulation model is a dynamic technique that allows the performance of risk management strategies to be tested under a variety of rate environments over a range of timeframes extending out to five years. The results of this testing are then compared to the risk appetite limits for NII. 102 Annual Financial Report 2017 Annual Financial Report 2017 103 29 Risk management (continued) 29 Risk management (continued) Interest Rate risk (continued) Fixed interest rate repricing Interest Rate risk (continued) Fixed interest rate repricing Group 2017 Assets Cash & cash equivalents Due from other financial institutions Financial assets held for trading Financial assets available for sale Financial assets held to maturity Loans & other receivables Derivatives Floating interest rate Less than 3 months Between 3 and 6 months Between 6 and 12 months Between 1 and 5 years After 5 years Non- interest earning/ bearing Total carrying value per Balance sheet Weighted average effective interest rate $m $m $m $m $m $m $m $m % - 882.0 - - - 2,065.4 95.4 - 208.9 71.8 - - - - - 2,451.4 - - - - 39,390.5 7,911.0 2,227.9 3,831.5 7,374.0 - - - 481.4 115.9 98.0 - - - - - - 659.0 - - 41.7 - 177.6 1,059.6 270.3 270.3 0.4 5,657.6 254.6 43.3 - 378.7 - 60,776.6 77.7 77.7 Total financial assets 40,344.3 10,280.7 2,923.2 3,831.5 9,825.4 700.7 569.3 68,475.1 Liabilities Due to other financial institutions Deposits Notes payable Derivatives Convertible preference shares Subordinated debt - - - - - 17,871.4 19,881.8 9,793.0 7,292.0 3,933.4 - - - - 551.6 3,928.6 - - 708.7 - - 830.1 - - - - - - - - Total financial liabilities 18,423.0 24,519.1 10,623.1 7,292.0 3,933.4 2016 Assets Cash & cash equivalents Due from other financial institutions Financial assets held for trading Financial assets available for sale Financial assets held to maturity Loans & other receivables Derivatives 18.1 18.0 698.7 - - - - 1,795.0 2,090.1 - - 89.0 25.3 108.7 36.2 - - - 2,484.0 - - - - 35,652.1 8,141.0 1,313.1 2,634.3 9,475.7 - 322.7 268.5 - - - - Total financial assets 36,376.1 10,545.2 3,510.3 2,670.5 12,068.4 Liabilities Due to other financial institutions Deposits Notes payable Derivatives Convertible preference shares Subordinated debt - - - - - 20,415.9 20,316.9 9,185.1 5,445.7 1,689.7 - - - - 519.6 3,302.9 - - 583.4 - - 824.4 - - - - - - - - Total financial liabilities 20,935.5 24,203.2 10,009.5 5,445.7 1,689.7 - 0.7 - - - - 0.7 - - - - - 40.6 - 40.6 - 1.4 - - - - 1.4 328.4 328.4 - 58,772.3 - 4,480.2 59.0 830.1 708.7 59.0 - - 387.4 65,178.7 180.3 1,060.0 221.9 221.9 - 6,369.1 323.1 0.4 - 382.8 - 57,256.8 79.0 79.0 481.6 65,692.7 294.8 294.8 - 57,054.7 - 3,822.5 111.8 824.4 583.4 111.8 - - 406.6 62,691.6 1.48 - 2.04 2.12 2.17 4.81 1.64 - 1.97 2.72 1.80 5.02 4.91 1.40 - 1.94 2.29 2.86 5.02 - - 2.28 2.91 - 5.26 5.34 Bank 2017 Assets Cash & cash equivalents Due from other financial institutions Financial assets held for trading Financial assets available for sale Financial assets held to maturity Loans & other receivables Derivatives Floating interest rate Less than 3 months Between 3 and 6 months Between 6 and 12 months Between 1 and 5 years After 5 years Non- interest earning/ bearing Total carrying value per Balance sheet Weighted average effective interest rate $m $m $m $m $m $m $m $m % - 707.6 - - - 2,066.1 - 5,220.5 - - - - - - 2,451.4 - - - - 41,152.1 2,770.9 1,899.3 3,156.4 6,592.4 - - - 481.4 - - 65.8 - - - - - - 659.0 - - 40.3 - 177.6 270.7 885.2 270.7 - 5,657.9 - 5,220.5 - 65.8 - 55,611.4 181.8 181.8 1.49 - 2.04 2.58 1.54 4.77 - Total financial assets 41,925.5 10,057.5 2,380.7 3,156.4 9,043.8 699.3 630.1 67,893.3 Liabilities Due to other financial institutions Deposits Notes payable Loans payable - securitisation trusts Derivatives Convertible preference shares Subordinated debt - - 17,415.3 18,632.1 8,991.7 6,441.8 3,754.2 - 503.5 - - - - - - 6,106.7 236.9 361.9 591.5 1,175.2 - - - - - 698.7 - 830.1 - - - - - - - Total financial liabilities 24,025.5 19,567.7 10,183.7 7,033.3 4,929.4 2016 Assets Cash & cash equivalents Due from other financial institutions Financial assets held for trading Financial assets available for sale Financial assets held to maturity Loans & other receivables Derivatives 572.4 18.1 18.1 - - - - 1,685.1 2,090.1 - - 36.2 108.7 - - - 2,594.2 - - - - 31,046.8 8,031.9 1,313.9 2,362.6 9,473.1 - 217.8 6,699.7 62.7 - - - - - Total financial assets 31,837.0 16,497.5 3,422.1 2,398.8 12,176.0 - - - - - - - - - - - - - 52.3 - 52.3 328.0 328.0 - 55,235.1 503.5 - - 1.95 2.31 - 8,472.2 4.8 77.6 - - 77.6 830.1 698.7 405.6 66,145.2 179.5 221.8 933.0 221.8 - 6,369.4 - 6,917.5 - 62.7 - 52,280.6 290.3 290.3 691.6 67,075.3 - 5.02 4.91 1.70 - 2.02 3.10 3.75 4.87 - Liabilities Due to other financial institutions Deposits Notes payable Loans payable - securitisation trusts Derivatives Convertible preference shares Subordinated debt - - 18,945.2 19,798.0 8,506.7 4,739.8 1,795.2 - 502.2 - - - - - - 7,252.0 143.3 171.9 327.5 1,542.6 - - - - - 573.4 - 824.4 - - - - - - - - 1.4 - 287.1 287.1 - 53,786.3 502.2 - - 2.28 - - - - - - 9,437.3 5.02 110.7 - - 110.7 824.4 573.4 - 4.26 5.35 Total financial liabilities 26,699.4 20,514.7 9,503.0 5,067.3 3,337.8 1.4 397.8 65,521.4 104 Annual Financial Report 2017 Annual Financial Report 2017 105 29 Risk management (continued) 30 Subsidiaries and other controlled entities Interest Rate risk (continued) The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, on the Group’s income statement and equity. Subsidiaries The following table presents the material subsidiaries of the Group. A subsidiary has been considered to be material if it has more than 0.5% of the total Group assets. The sensitivity of the income statement is the effect of assumed changes in interest rates on the net interest for one year, based on the floating rate financial assets and financial liabilities held at 30 June 2017, including the effect of hedging instruments. The sensitivity of equity is calculated by revaluing fixed rate available for sale financial assets (including the effect of any associated hedges), and swaps des- ignated as cash flow hedges, at 30 June 2017 for the effects of the assumed changes in interest rates. The sensitivity of equity is analysed by the maturity of the asset or swap, with sensitivity based on the assumption that there are parallel shifts in the yield curve. +100 basis points -100 basis points +100 basis points -100 basis points Group Net interest income Ineffectiveness in derivatives Income tax effect at 30% Effect on profit Effect on profit (per above) Cash flow hedge reserve Income tax effect on reserves at 30% Effect on equity Bank Net interest income Ineffectiveness in derivatives Income tax effect at 30% Effect on profit Effect on profit (per above) Cash flow hedge reserve Income tax effect on reserves at 30% Effect on equity 2017 $m 53.1 (64.0) 3.3 (7.6) (7.6) 3.8 (1.1) (4.9) 47.0 (60.1) 3.9 (9.2) (9.2) 12.0 (3.6) (0.8) 2017 $m (64.8) 64.0 0.2 (0.6) (0.6) (3.8) 1.1 (3.3) (58.1) 60.1 (0.6) 1.4 1.4 (12.0) 3.6 (7.0) 2016 $m 34.1 (33.1) (0.3) 0.7 0.7 (24.2) 7.3 (16.2) 24.9 (33.1) 2.5 (5.7) (5.7) (23.2) 7.0 (21.9) 2016 $m (38.1) 33.1 1.5 (3.5) (3.5) 24.2 (7.3) 13.4 (29.2) 33.1 (1.2) 2.7 2.7 23.2 (7.0) 18.9 Chief entity and Ultimate parent Bendigo and Adelaide Bank Limited Principal activities Banking Other entities Homesafe Trust Leveraged Equities Ltd Rural Bank Ltd Principal activities Homesafe product financier Margin lending Banking All entities are 100% owned and incorporated in Australia. Investments in controlled entities At cost Group Bank 2017 $m - - 2016 $m - - 2017 $m 570.2 570.2 2016 $m 569.8 569.8 Significant restrictions The Group does not have any significant restrictions on its ability to access or use its assets and settle its liabilities other than those resulting from the supervisory frameworks within which banking subsidiaries operate. The supervisory framework requires banking subsidiaries to keep certain levels of regulatory capital and liquid assets, limit their exposure to other parts of the Group and comply with other ratios. The carrying amounts of banking subsidiaries’ assets and liabilities are $4.5 billion and $3.8 billion, respectively (2016: $4.2 billion and $3.6 billion, respectively). Recognition and measurement The Group classify all entities where it owns 100% of the shares and in which it controls as subsidiaries. The basis of consolidation is presented in Note 2 Summary of significant accounting policies. Investments in subsidiaries are stated at cost. Special Purpose Vehicles (SPE’s) The following table presents a list of the material SPE’s. A SPE has been considered to be material where the assets are more than 0.5% of total group assets. For further information relating to SPE’s refer to Note 13 Securitisation and transferred assets. The movements in profit are due to higher/lower interest costs from variable rate debt and cash balances. The movement in equity is also affected by the increase/decrease in the fair value of derivative instruments designated as cash flow hedges, where these derivatives are deemed effective. Entity Principal activities Entity Principal activities Leveraged Equities 2009 Trust Securitisation Torrens Trust 2016-1 Trust Securitisation Torrens Series 2008-1 Trust Securitisation Torrens Trust 2017-1 Trust Securitisation This analysis reflects a scenario where no management actions are taken to counter movements in rates. Torrens Series 2008-4 Trust Securitisation Torrens Trust 2017-2 Trust Securitisation Foreign currency risk The Group does not have any significant exposure to foreign currency risk, as all borrowings through the Company’s Euro Medium Term Note program (EMTN) and Euro Commercial Paper program (ECP) are fully hedged. At balance date the principal of foreign currency denominated borrowings under these programs was AUD $583.2 million (2016: AUD $426.3 million) with all borrowings fully hedged by cross currency swaps, and foreign exchange swaps. Retail and business banking FX transactions are managed by the Group’s Financial Markets unit, with resulting risk constrained by Board approved spot and forward limits. Adherence to limits is independently monitored by the Middle Office function. The Group conducts discretionary interest rate and foreign exchange trading. This trading forms part of the trading book activity within the liquidity management function. The trading book positions include approved financial instruments, both physical and derivative. 106 Annual Financial Report 2017 Annual Financial Report 2017 107 31 Related party disclosures Subsidiary transactions Transactions undertaken with subsidiaries are eliminated in the Group’s financial reports. Transactions between the parent and the subsidiary are funded through intercompany loans with no fixed repayment date and are repayable upon demand. A summary of material transactions excluding dividends between the Bank and its subsidiaries during the period were: Opening balance at beginning of financial year Net receipts and fees received from subsidiaries Supplies, fixed assets and services charged to subsidiaries Net amount owing from subsidiaries Bendigo and Adelaide Bank provides funding and guarantee facilities to several subsidiary companies. These facilities are provided on normal commercial terms and conditions. Subsidiary Sandhurst Trustees Limited Facility Guarantee Other related party transactions 2017 $m (71.8) 131.8 (109.2) (49.2) 2016 $m (164.8) 223.0 (130.0) (71.8) Limit $m 0.5 Drawn/issued at 30 June 2017 $m - Joint arrangement entities and associates Bendigo and Adelaide Bank Limited has investments in joint arrangement entities and associates which are investments accounted for using the equity method. Transactions entered into with these related entities principally include commissions received and paid, services and supplies procured and fees charged in relation to the provision of banking, administrative and corporate services. These revenue and expense items are included in the Group’s income statement. The transactions are conducted on the same terms as other third party transactions. A summary of material transactions excluding dividends between the Bank and joint arrangements and associates during the period were: Commissions and fees paid to joint arrangements and associates Supplies and services provided to joint arrangements and associates Amount owing from joint arrangements and associates 2017 2016 $m 31.7 8.8 (1.1) $m 20.2 12.1 (0.8) Bendigo and Adelaide Bank Limited provides loans, guarantees and/or overdraft facilities to joint arrangements and associates. The loans have agreed repayment terms which vary according to the nature of the facility. These loans are included in the net amount owing from joint arrangements and associates in the above table. Other related party transactions Key management personnel Key management personnel (KMP) are those persons with authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. The Group’s KMP are those members of the Bendigo and Adelaide Bank Group Executive Committee together with its Non-executive Directors. Further details relating to KMP are located in the Remuneration Report. 31 Related party disclosures (continued) Other related party transactions (continued) Key management personnel (continued) The table below details, on an aggregated basis, KMP compensation: Compensation Salaries and other short term benefits Post-employment benefits Other long term benefits Termination benefits Share based payments Total The table below details, on an aggregate basis, KMP equity holdings. The holdings comprise ordinary shares, preference shares, performance shares and deferred shares: Equity holdings Ordinary shares (includes deferred shares) Preference shares Performance shares Closing balance The table below details, on an aggregated basis, loan balances outstanding at the end of the year between the Group and its KMP: Loans 1,2,3 Loans outstanding at the beginning of the year 2 Loans outstanding at the end of the year Interest paid or payable Interest not charged 30 June 2017 30 June 2016 $'000's $'000's 7,578.0 7,341.8 345.5 10.6 - 2,335.2 370.4 (45.8) 1,187.2 2,848.1 10,269.3 11,701.7 30 June 2017 30 June 2016 No. No. 1,763,788 1,817,262 4,240 4,240 412,320 315,718 2,180,348 2,137,220 30 June 2017 30 June 2016 $'000's 7,668.6 10,455.7 358.0 - $'000's 7,056.7 8,762.2 374.3 - 1. The balance of loans outstanding includes the provision of a guarantee to the value of $20,000 which was provided to a KMP in the ordinary course of the Group’s business and on an arm’s length basis. 2. The balance of loans outstanding exclude the value of loans provided to Executives under the Employee Share Ownership Plan. 3. The balance of loans outstanding relate to KMP who were in the office at the start of the year. Loans to directors and senior executives are made in the ordinary course of the Group’s business and on an arm’s length basis. The loans are processed and approved in accordance with the Bank’s standard lending terms and conditions. 32 Involvement with unconsolidated structured entities The table below describes the types of structured entities that the Group does not consolidate but in which it holds an interest. Type of structured entity Nature and purpose Interest held by the Group Securitisation vehicles - for loans and advances originated by third parties To generate: • external funding for third parties; and • investment opportunities for the Group. These vehicles are financed through the issue of notes to investors. • Investments in notes issued by the vehicles Managed investment funds To generate: • a range of investment opportunities for external investors; and • fees from managing assets on behalf of third party investors for the Group. • Investment in units issued by the funds • Management fees 108 Annual Financial Report 2017 Annual Financial Report 2017 109 32 Involvement with unconsolidated structured entities (continued) 33 Fiduciary activities Risks associated with unconsolidated structured entities The following table summarises the carrying values recognised in the balance sheet in relation to unconsolidated structured entities: Balance sheet Cash and cash equivalents Loans and other receivables Financial assets available for sale Maximum exposure to loss Loans and other receivables, the maximum exposure to loss is the current carrying value of these interests representing the amortised cost at reporting date. The maximum loss exposure for the interest rate swaps is expected to be immaterial but unquantifiable as these swaps pay a floating rate of interest which is uncapped. Cash and cash equivalents Senior notes Investment Interest rate swap 2017 $m 0.1 76.5 8.8 85.4 2016 $m 0.1 197.4 6.7 204.2 The following table summarises the Group’s maximum exposure to loss from its involvement at 30 June 2017 and 2016 with structured entities. Carrying amount Maximum loss exposure Carrying amount Maximum loss exposure 2017 $m 0.1 76.5 8.8 - 2017 2016 2016 $m 0.1 $m 0.1 $m 0.1 76.5 197.4 197.4 8.8 ** 6.7 - 6.7 ** ** Maximum loss exposure is not disclosed as it is expected to be immaterial and is not quantifiable. Significant restrictions There are no significant restrictions imposed by any unconsolidated structured entity on the Group’s ability to access or use its assets or settle its liabilities. Recognition and measurement A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity. Involvement with structured entities varies and includes debt financing of these entities as well as other relationships. A review is undertaken to determine the involvement the Group has and whether the involvement with these entities results in significant influence, joint control or control over the structured entity. The structured entities over which control can be exercised are consolidated. These entities are outlined in Note 30 Subsidiaries and other controlled entities. The Group has no contractual arrangements that would require it to provide financial or other support to a consolidated or unconsolidated entity. The Group has not previously provided financial support, and has no intention to provide such support to these entities. Managed Investment funds Sandhurst Trustees Limited (STL), a subsidiary of the Group, acts as a responsible entity for certain managed investment funds. The decision-making rights of the fund are restricted to the Product Disclosure Statements. The fees received by STL are not variable, are commensurate with the services provided and are consistent with similar funds in the market. Where STL holds investments in the funds, the Group assessed the Bank’s power over the relevant activities of the entity and the significance of its exposure to variable returns to determine whether the Managed Investment Fund should be consolidated. Community Banks Community Banks are not consolidated by the Group as the Group does not have power to govern decision making in those companies, and while the Group’s returns are variable they are calculated as a percentage of the gross margin. In some cases the Group holds shares in Community Bank branches and has representation on the Board. These shares are held as investments accounted for using the equity method. Consolidation of a Community Bank Branch would occur when the Group has power to affect returns through the majority representation on the Board. Alliance partners Alliance partners are not consolidated by the Group as the Group does not have power to govern decision making, and while the Group’s returns are variable they are calculated as a percentage of the gross margin. The Group has no representation on the Board of these entities. The Group conducts investment management and other fiduciary activities as responsible entity, trustee, custodian or manager for a number of funds and trusts, including superannuation, unit trusts and mortgage pools. The amounts of the funds concerned are: Group 2017 $m 5,393.9 2,152.1 3,170.4 2016 $m 4,868.5 2,060.7 2,623.4 Funds under trusteeship Assets under management Funds under management 34 Provisions Employee entitlements Property rent Other 1 Closing balance Recognition and measurement The assets and liabilities of these trusts and funds are not included in the consolidated financial statements as the Group does not have direct or indirect control of the trusts and funds. Commissions and fees earned in respect of the activities are included in the income statement of the Group. As an obligation arises under each type of duty, the amount of funds has been included where that duty arises. This may lead to the same funds being shown more than once where the Group acts in more than one capacity in relation to those funds (e.g. manager and trustee). Where controlled entities, as trustees, custodian or manager incur liabilities in the normal course of their duties, a right of indemnity exists against the assets of the applicable trusts. As these assets are sufficient to cover liabilities, and it is therefore not probable that the Group will be required to settle them, the liabilities are not included in the financial statements. Group Bank 2017 $m 108.9 15.4 6.5 2016 $m 96.4 14.1 6.2 2017 $m 105.3 15.4 6.5 2016 $m 92.3 14.1 6.2 130.8 116.7 127.2 112.6 1 Other provisions comprise various other provisions including reward programs and dividends. Movements in provisions (excluding employee entitlements) Property Rent Other Total 2017 2016 2017 2016 Group Opening balance Additional provision recognised Amounts utilised during the year Closing balance Bank Opening balance Additional provision recognised Amounts utilised during the year Closing balance $m 14.1 2.6 (1.3) 15.4 14.1 2.6 (1.3) 15.4 $m 12.7 2.6 (1.2) 14.1 12.7 2.6 (1.2) 14.1 $m 6.2 316.2 (315.9) $m 5.9 303.1 (302.8) 2017 $m 20.3 318.8 2016 $m 18.6 305.7 (317.2) (304.0) 6.5 6.2 21.9 20.3 6.2 316.2 5.9 303.1 20.3 318.8 18.6 305.7 (315.9) (302.8) (317.2) (304.0) 6.5 6.2 21.9 20.3 110 Annual Financial Report 2017 Annual Financial Report 2017 111 34 Provisions (continued) Recognition and measurement Employee benefits The table below shows the individual balances for employee benefits: Annual leave Other employee payments Long service leave Sick leave bonus Closing balance Group Bank 2017 2016 2017 2016 $m 29.8 12.0 59.8 7.3 108.9 $m 27.8 1.2 59.9 7.5 96.4 $m 28.6 12.0 57.4 7.3 105.3 $m 25.9 1.2 57.8 7.4 92.3 Annual leave and long service leave are measured as the present value of expected future payments for the services provided by employees up to the reporting date. The provision is measured at the amounts that are expected to be paid when the liabilities are settled. Expected future payments are discounted using corporate bond rates. Annual leave is accrued on the basis of full pro-rata entitlement and amounts are estimated to apply when the leave is paid. It is anticipated that annual leave will be paid in the ensuing twelve months. Long service leave has been assessed at full pro-rata entitlement in respect of all employees with more than one year’s service. The assessment considers the likely number of employees that will ultimately be entitled to long service leave, estimated future salary rates and on-costs. Sick leave bonus provides an entitlement dependent on an employee’s years of service and unused sick leave and is paid on termination. Other employee payments include short term incentives and are expected to be paid in the ensuing twelve months. Property rent The provision for property rent is to recognise the difference between actual property rent paid and the property rent expense recognised in the income statement. The lease expense is recognised on a straight line basis over the period of the lease. The provision is expected to be utilised over the period of the respective leases, typically a period between three and ten years. However, it is expected that a balance will continue as old leases expire and are replaced by new leases. Other The provision for dividends represents the residual carried forward balance in relation to ordinary shareholders that participate in the dividend reinvestment plan. It is expected that the current balance will be utilised within a twelve month period. However, an ongoing balance will continue unless all outstanding balances are paid to shareholders upon ceasing participation in the dividend reinvestment plan. The provision also includes accrued dividends relating to preference shares. The provision of rewards program is to recognise the liability to customers in relation to points earned by them under the program. Reward points expire after three years. The balance will be utilised or forfeited during that period. Recognition and measurement Provisions are recognised when the Group has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, and it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used the increase in the provision due to the passage of time is recognised as a finance cost. A provision for dividend is not recognised as a liability unless the dividend is declared, determined or publicly recommended on or before the reporting date. 35 Share based payment plans If the service condition is satisfied, the deferred shares will vest subject to any risk conditions. The number of shares awarded as part of the plan are calculated by dividing the deferred remuneration value by the volume weighted average closing price of the Company’s shares for the last five trading days of the financial year prior to the year of grant. The Participants are entitled to vote and to receive any dividend, bonus issue, return of capital or distribution made in respect of shares they are allocated on vesting and exercise of their deferred shares. Employee Share Grant Scheme (ESGS) The Company has established a share based incentive plan for full time and permanent part time employees of the Group (excluding Directors and Senior Executives). The shares will be held in trust for a period of three years after which time they will be transferred to the employee. During the restricted period employees will be entitled to receive dividends and to vote at general meetings. Employee Share Plan The Company established a loan based limited recourse Employee Share plan in 2006. The Plan is only available to full time and part time employees of the Group (excluding Senior Executives and the Managing Director). The Plan provides employees with a limited recourse interest free loan for the sole purpose of acquiring fully paid ordinary shares in the Company. The shares must be paid for by the employee with cash dividends after personal income tax being applied to repay the loans. Employees cannot exercise, dispose or transfer the shares until the loan has been fully repaid. The first issue to staff under this Plan was completed in September 2006 with a further grant made in December 2007. There have been no further issues under this Plan. Employee Share Ownership Plan (discontinued) In 2006 the Company discontinued the existing loan based Employee Share Ownership Plan that was open to all employees of the Group. Refer to the June 2015 annual financial report or prior years for more detailed information regarding this Plan. The Group provides benefits to employees by offering share based compensation whereby employees render services in exchange for shares or rights over shares. These share based incentive plans form an integral part of the Group’s remuneration framework with the objective of aligning the interests of executives and general employees to the interests of shareholders. Further detailed information including terms and conditions associated with each plan is included in the Remuneration Report. Details of current plans Performance rights The Plan provides for grants of performance rights to the Managing Director, Senior Executives and key senior management (the Participants) as determined by the Board. Participants are invited to receive grants of performance rights that are subject to performance conditions set by the Board. The performance right grant made during FY2017 is subject to the following performance conditions: • a ‘customer hurdle’ that requires the Bank’s Net Promoter Score over the performance period to be 20 points greater than the median performance of the peer group. • Cash earnings per share must be equal to or exceed the previous year’s, followed by a total shareholder return (TSR) performance hurdle; and • continuing service with the Group. The previous performance right grants are subject to the following performance conditions: • increase in cash earnings per share from previous financial year, followed by a total shareholder return (TSR) performance hurdle; and • continuing service with the Group. The number of performance rights granted to Participants is determined by dividing the remuneration value of the proposed grant by the volume weighted average closing price of the Company’s shares for the last five trading days of the financial year prior to the year of grant. Deferred shares Under the Plan, Participants are granted deferred shares as part of their base remuneration and short term incentive payments. The deferred shares are beneficially owned by the Participant from the grant date and are held on trust for a two year period. The deferred shares are fully-paid ordinary shares in the Company and are granted subject to certain Board imposed conditions being satisfied: • two year continued service condition; and • risk conditions 112 Annual Financial Report 2017 Annual Financial Report 2017 113 35 Share based payment plans (continued) 36 Property, plant and equipment Freehold land Freehold buildings Leasehold improvements Office equipment & vehicles1 Summary of details under the various plans The following table details the number (No.) and movements in the various plans during the year. The rights and shares are granted at no cost and have no exercise price. Performance rights Deferred shares Share Grant Scheme Employee Share Plan 2017 2016 2017 2016 2017 2016 2017 2017 2016 2016 No. 1 No. 1 No. 1 No. 1 No. 1 No. 1 No. 2 WAEP ($) No. WAEP ($) Outstanding at beginning of year 454,024 662,051 94,186 263,877 228,038 246,018 1,858,178 5.45 1,994,420 5.93 Granted 378,759 175,373 163,659 94,186 204,686 Forfeited/lapsed (128,010) (383,400) - - - - - - - - - - - - - - - (94,186) (263,877) (233,200) (17,980) (264,901) 4.62 (136,242) 5.11 704,773 454,024 163,659 94,186 199,524 228,038 1,593,277 5.03 1,858,178 5.45 Vested/ exercised Outstanding at year end Exercisable at year end Group Carrying amount as at 1 July 2016 Additions Disposals Revaluations Depreciation expense Closing balance as at 30 June 2017 Carrying amount as at 1 July 2015 Additions Disposals Depreciation expense Closing balance as at 30 June 2016 $m 1.3 - - 0.4 - 1.7 1.3 - - - 1.3 $m 1.6 - - (0.1) - 1.5 1.7 - - (0.1) 1.6 - - - - - - - - - - Bank Carrying amount as at 1 July 2016 0.3 0.4 1. Closing balance of deferred shares and performance rights are exercisable upon meeting the required conditions and until 30 June 2018 and 30 June 2020 respectively. 2. The outstanding balance as at 30 June 2017 is represented by 1,593,277 (2016: 1,858,178) ordinary shares with a market value of $17,653,509 (2016: $17,838,509), exercisable upon repayment of the employee loan. Recognition and measurement The cost of the employee services received in respect of shares or rights granted is recognised in the income statement over the period the employee provides the services, generally the period between the grant date and the vesting date of the shares or rights. The overall cost of the award is calculated using the number of shares or rights expected to vest and the fair value of the shares or rights at the grant date. Fair value methodology The fair value of shares or rights granted under the various Plans takes into account the terms and conditions upon which the shares or rights were granted. Performance rights - The fair value is determined using a Black Scholes Merton valuation method incorporating a Monte Carlo Simulation option pricing model taking into account the terms and conditions upon which the rights were granted. The following inputs are used in the models: Managing Director Other executives Additions Disposals Revaluations Depreciation expense Closing balance as at 30 June 2017 Carrying amount as at 1 July 2015 Additions Disposals Depreciation expense - - 0.1 - 0.4 0.3 - - - - - - - 0.4 0.4 - - - Closing balance as at 30 June 2016 0.3 0.4 1. Includes office equipment, funriture and fittings. Total $m 90.7 10.4 (1.8) 0.3 $m 33.7 7.3 (0.9) - (11.7) (21.8) 28.4 77.8 34.4 11.2 (0.6) 98.8 14.7 (1.0) (11.3) (21.8) 33.7 90.7 32.0 6.8 (0.8) - 86.0 9.9 (1.7) 0.1 (11.3) (21.3) 26.7 73.0 32.7 10.7 (0.5) 93.8 14.3 (0.8) (10.9) (21.3) 32.0 86.0 $m 54.1 3.1 (0.9) - (10.1) 46.2 61.4 3.5 (0.4) (10.4) 54.1 53.3 3.1 (0.9) - (10.0) 45.5 60.4 3.6 (0.3) (10.4) 53.3 Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life of performance rights (years) Exercise price ($) 2017 5.75% 20.00% 2.10% 4 Nil 2017 5.75% 20.00% 1.93% 3 Nil If land and buildings were measured using the cost model the carrying amounts would be as follows: Land Buildings Accumulated depreciation and impairment Net carrying amount Group Bank 2017 2016 2017 2016 $m 0.4 0.6 (0.4) 0.6 $m 0.4 0.6 (0.4) 0.6 $m 0.1 0.1 (0.1) 0.1 $m 0.1 0.1 (0.1) 0.1 The expected life of the performance rights are based on historical data, and are not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of shares granted were incorporated into the measurement of fair value. The fair value is determined by an independent valuation. Deferred shares - The fair value is measured as at the date of the grant using the volume weighted average closing price of the Company’s shares traded on the ASX for five trading days ending on the grant date. 114 Annual Financial Report 2017 Annual Financial Report 2017 115 36 Property, plant and equipment (continued) 37 Commitments and contingencies Recognition and measurement Cost and valuation Plant and equipment is measured at cost less accumulated depreciation and/or impairment. Land is measured at fair value and buildings are measured at fair value less accumulated depreciation. All assets having limited useful lives, except land, are depreciated from the date of acquisition using the straight line method over their estimated useful lives as follows: The residual value, the useful life and the depreciation method applied to an asset are reviewed at least annually. Where an asset’s carrying value is assessed to be more than the recoverable amount, an impairment loss is recognised. Revaluations Following initial recognition at cost, land and buildings are carried at a revalued amount which is the fair value at the date of the revaluation less any subsequent accumulated depreciation on buildings and accumulated impairment losses. Asset category Freehold buildings Leasehold improvements Plant & equipment Furniture, fixtures and fittings 2017 40 10-12 4-10 4-5 2016 40 10-12 4-10 4-5 Motor vehicles 5 5 Derecognition An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset is included in the income statement in the year the item is derecognised. a) Commitments The following are outstanding expenditure and credit related commitments as at 30 June 2017. Except where specified, all commitments are payable within one year. Operating lease commitments (as lessee) Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years Operating lease commitments (as lessor) Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years Credit related commitments Group Bank 2017 $m 81.1 208.4 91.2 380.7 3.7 13.7 10.5 27.9 2016 $m 72.9 232.3 159.9 465.1 4.5 15.4 13.7 33.6 2017 $m 81.1 208.4 91.2 380.7 3.7 13.7 10.5 27.9 2016 $m 72.7 232.1 159.9 464.7 4.5 15.4 13.7 33.6 Gross loans approved, but not advanced to borrowers 2,001.1 2,243.3 1,935.4 2,195.9 Credit limits granted to clients for overdrafts and credit cards 1 Total amount of facilities provided Amount undrawn at balance date 10,110.3 10,959.8 4,205.6 4,756.9 9,047.4 3,741.9 9,960.1 4,365.5 1. Normal commercial restrictions apply as to use and withdrawal of the facilities. Recognition and measurement Operating leases An operating lease is a lease where substantially all of the risks and rewards of the leased assets remain with the lessor. The Group has entered into commercial property leases and commercial leases on certain motor vehicles and items of office equipment. The leases have various terms and some property leases include optional renewal periods in the contracts. There are no restrictions placed upon the lessee by entering these leases. Payments made under operating leases are recognised in the income statement on a straight line basis over the term of the lease. Lease incentives received are recognised as an integral part of the lease expense, over the term of the lease. The Group has entered into commercial property leases on the Group’s surplus office space. These non-cancellable leases have various terms. All leases have a clause to enable upward revision of the rental charge on a regular basis according to prevailing market conditions. Rentals received are recognised in the income statement on a straight line basis over the lease term. Future minimum rentals payable and receivable under non-cancellable operating leases as at 30 June 2017 are outlined in the table above. 116 Annual Financial Report 2017 Annual Financial Report 2017 117 37 Commitments and contingencies (continued) 38 Auditors’ remuneration b) Contingent liabilities and contingent assets Contingent liabilities Guarantees Group 2017 $m 2016 $m Bank 2017 $m 2016 $m The economic entity has issued guarantees on behalf of clients 251.6 234.7 247.2 230.1 Other Documentary letters of credit & performance related obligations 2.2 2.6 1.9 2.3 As the probability and value of guarantees, letters of credit and performance related obligations that may be called on is unpredictable, it is not practical to state the timing of any potential payment. Recognition and measurement Financial guarantees Bank guarantees have been issued by the Bank on behalf of customers whereby the Bank is required to make specified payments to reimburse the holders for a loss they may incur because the customer fails to make a payment. Contingent liabilities are not recognised on the balance sheet. The contractual term of the guarantee matches the underlying obligations to which it relates. The fair value of financial guarantee contracts has been assessed using a probability weighted discounted cash flow approach. The guarantees issued by the Bank are fully secured and the bank has never incurred a loss in relation to the financial guarantees it has provided. Legal claims The Group is engaged in a range of litigation and court proceedings at any point in time. However, no current proceedings or claims are expected to have a material effect on the business, financial condition or operating results of the Group. For all litigation exposures where loss is probable and can be reliably estimated an appropriate provision is made. The Group has no provisions raised for any current legal proceedings. Contingent assets As at 30 June 2017, the economic entity does not have any contingent assets. Group 2017 $ 2016 $ Bank 2017 $ 2016 $ Total fees paid or due and payable to Ernst & Young (Australia) 1 Audit and review of financial statements 2 1,919,667 1,907,192 1,602,269 1,499,158 Audit related fees Regulatory 3 Non-regulatory 4 Total audit related fees 353,522 233,065 340,902 443,782 321,260 63,260 259,888 295,800 586,587 784,684 384,520 555,688 Total remuneration of Ernst & Young (Australia) 2,506,254 2,691,876 1,986,789 2,054,846 1. Fees exclude goods and services tax. 2. Audit and review of financial statements includes payments for the audit of the financial statements of the Group and Bank, including controlled entities that are required to prepare financial statements. 3. Audit related fees (Regulatory) consist of fees for services required by statute or regulation that are reasonably related to the performance of the audit of the Group’s financial statements and are traditionally performed by the external auditor. These services include assurance of the Group’s compliance with APRA and Australian Financial Services Licensing reporting and compliance requirements. 4. Audit related fees (Non-regulatory) consist of fees for assurance and related services not required by statute or regulation but are reasonably related to the performance of the audit or review of the Group’s financial statements which are traditionally performed by the external auditor. These services include assurance of funding and capital raising and data and model validation for Basel II advanced accreditation. 39 Events after balance sheet date No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in subsequent financial years. 118 Annual Financial Report 2017 Annual Financial Report 2017 119 Directors’ Declaration In accordance with a resolution of the directors of Bendigo and Adelaide Bank Limited, we state that: In the opinion of the directors: a. the financial statements and notes of the Company and the Bendigo and Adelaide Bank Group are in accordance with the Corporations Act 2001, including: i. ii. giving a true and fair view of the Company’s and the Bendigo and Adelaide Bank Group’s financial position as at 30 June 2017 and of its performance for the year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001; and b. the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2; and c. d. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; this declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June 2017. On behalf of the Board Robert Johanson Chairman 5 September 2017 Mike Hirst Managing Director 5 September 2017 120 Annual Financial Report 2017 Annual Financial Report 2017 121 122 Annual Financial Report 2017 Annual Financial Report 2017 123 124 Annual Financial Report 2017 Annual Financial Report 2017 125 126 Annual Financial Report 2017 Annual Financial Report 2017 127 Additional information 1 Material differences There are no material differences between the information supplied in this report and the information in the preliminary final report supplied by Bendigo and Adelaide Bank Limited to the Australian Securities Exchange on 14 August 2017. 2 Audit Committee As at the date of the Directors’ Report the Group had an Audit Committee of the Board of Directors. 3 Corporate governance practices The corporate governance practices adopted by Bendigo and Adelaide Bank Limited are as detailed in the Corporate Governance statement. Please refer to www.bendigoadelaide.com.au/public/corporate_governance for further details. 4 Substantial shareholders As at 16 August 2017 there was one substantial shareholder in Bendigo and Adelaide Bank Limited as detailed in substantial holdings notices given to the Company - BlackRock Group. 5 Distribution of shareholders Range of Securities as at 16 August 2017 in the following categories: Category 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Fully paid ordinary shares 36,087 38,836 8,689 4,757 106 Fully paid Employee shares Convertible Preference shares Convertible Preference shares 2 Convertible Preference shares 3 4,549 496 15 4 - 4,879 293 30 13 - 4,659 415 31 12 - 5,219 372 13 14 - Number of Holders 88,475 5,064 5,215 5,117 5,618 Securities on Issue 477,436,022 1,770,442 2,688,703 2,921,188 2,822,108 6 Marketable parcel Based on a closing price of $12.49 on 16 August 2017 the number of holders with less than a marketable parcel of the company’s main class of securities (Ordinary Shares), as at 16 August 2017 was 3,373. 7 Unquoted securities The number of unquoted equity securities that are on issue and the number of holders of those securities are shown in the above table under the heading of Fully Paid Employee shares. 128 Annual Financial Report 2017 Annual Financial Report 2017 129 Additional information (continued) 8 Major shareholders Additional information (continued) 8 Major shareholders (continued) Names of the 20 largest holders of Fully Paid Ordinary shares, including the number of shares each holds and the percentage of capital that number represents as at 16 August 2017 are: Names of the 20 largest holders of Bendigo and Adelaide Convertible Preference shares, including the number of shares each holds and the percentage of convertible preference share capital that number represents as at 16 August 2017 are: Fully paid ordinary shares Rank Name Number of securities % of securities Rank Name Number of securities % of securities Fully paid Convertible Preference Shares (CPS) 1 2 3 4 5 6 7 8 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED CITICORP NOMINEES PTY LIMITED NATIONAL NOMINEES LIMITED MILTON CORPORATION LIMITED BNP PARIBAS NOMINEES PTY LTD BNP PARIBAS NOMS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED CITICORP NOMINEES PTY LIMITED 10 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA 11 BAINPRO NOMINEES PTY LIMITED 12 CARLTON HOTEL LIMITED 13 NAVIGATOR AUSTRALIA LTD 14 AMP LIFE LIMITED 15 DIESEL COOLING PTY LTD 16 LEESVILLE EQUITY PTY LTD 17 NULIS NOMINEES (AUSTRALIA) LIMITED 18 NATIONAL NOMINEES LIMITED 19 20 YARABIE ESTATES PTY LTD TERMZ PTY LTD 91,244,775 37,567,758 27,401,922 12,406,666 5,709,708 4,114,701 3,666,385 2,172,870 1,806,073 1,443,488 1,334,114 1,117,147 953,464 870,225 700,000 679,455 616,998 533,193 510,000 500,000 19.04% 7.84% 5.72% 2.59% 1.19% 0.86% 0.77% 0.45% 0.38% 0.30% 0.28% 0.23% 0.20% 0.18% 0.15% 0.14% 0.13% 0.11% 0.11% 0.10% 1 2 3 4 5 6 7 8 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BNP PARIBAS NOMS PTY LTD J P MORGAN NOMINEES AUSTRALIA LIMITED IOOF INVESTMENT MANAGEMENT LIMITED SANDHURST TRUSTEES LTD PCI PTY LTD BALMORAL FINANCIAL INVESTMENTS PTY LTD BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP WORONORA GENERAL CEMETERY & CREMATORIUM 10 SOUTH HONG NOMINEES PTY LTD 11 NATIONAL NOMINEES LIMITED 12 RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 13 G E MALLAN INVESTMENTS PTY LTD 14 WALMSLEY DEVELOPMENTS PTY LTD 15 BAPTIST FINANCIAL SERVICES AUSTRALIA LIMITED 16 MARENTO PTY LTD 17 TRISTAR METALS PTY LTD 18 SUNTECA (WA) PTY LTD 19 NETWEALTH INVESTMENTS LIMITED 20 NAVIGATOR AUSTRALIA LTD 98,601 69,575 67,347 39,453 19,083 17,715 16,203 15,830 15,000 14,000 12,538 11,000 10,300 10,000 10,000 10,000 10,000 10,000 9,697 9,448 3.67% 2.59% 2.50% 1.47% 0.71% 0.66% 0.60% 0.59% 0.56% 0.52% 0.47% 0.41% 0.38% 0.37% 0.37% 0.37% 0.37% 0.37% 0.36% 0.35% 195,348,942 40.77% 475,790 17.70% BBS Nominees Pty Ltd, trustee for the Bendigo and Adelaide Employee Share Plan and Pacific Custodians Pty Limited, trustee for the Employee Share Grant Scheme, held a combined total of 1,770,442 unquoted shares as at the date of this report. These shares have not been included in the above table, but are included in total of issued ordinary share capital. 130 Annual Financial Report 2017 Annual Financial Report 2017 131 Additional information (continued) 8 Major shareholders (continued) Additional information (continued) 8 Major shareholders (continued) Names of the 20 largest holders of Bendigo and Adelaide Convertible Preference shares 2, including the number of shares each holds and the percentage of convertible preference share 2 capital that number represents as at 16 August 2017 are: Names of the 20 largest holders of Bendigo and Adelaide Convertible Preference shares 3, including the number of shares each holds and the percentage of convertible preference share 3 capital that number represents as at 16 August 2017 are: Fully paid Convertible Preference Shares 2 (CPS2) Fully paid Convertible Preference Shares 3 (CPS3) Rank Name Number of securities % of securities Rank Name Number of securities % of securities 1 2 3 4 5 6 7 8 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 BNP PARIBAS NOMS PTY LTD NATIONAL NOMINEES LIMITED TGB HOLDINGS PTY LTD J P MORGAN NOMINEES AUSTRALIA LIMITED BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP JOHN E GILL TRADING PTY LTD CITICORP NOMINEES PTY LIMITED 10 JGW INVESTMENTS PTY LTD 11 UNIVERSITY OF TASMANIA 12 13 THE TRUST COMPANY (AUSTRALIA) LIMITED INVIA CUSTODIAN PTY LIMITED 14 C ROBERTSON PTY LTD 15 TRISTAR METALS PTY LTD 16 WINCHELADA PTY LIMITED 17 18 IOOF INVESTMENT MANAGEMENT LIMITED PUPGALL PTY LTD 19 NAVIGATOR AUSTRALIA LTD 20 NULIS NOMINEES (AUSTRALIA) LIMITED 93,268 57,782 51,213 31,777 26,610 22,811 21,667 17,130 16,826 15,725 14,685 11,500 10,000 10,000 10,000 10,000 9,856 8,560 8,280 7,598 3.19% 1.98% 1.75% 1.09% 0.91% 0.78% 0.74% 0.59% 0.58% 0.54% 0.50% 0.39% 0.34% 0.34% 0.34% 0.34% 0.34% 0.29% 0.28% 0.26% 1 2 3 4 5 6 7 8 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP NAVIGATOR AUSTRALIA LTD GAEA GROUP PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 J P MORGAN NOMINEES AUSTRALIA LIMITED BNP PARIBAS NOMS PTY LTD NULIS NOMINEES (AUSTRALIA) LIMITED NETWEALTH INVESTMENTS LIMITED 10 G C F INVESTMENTS PTY LTD 11 SANDHURST TRUSTEES LTD 12 NATIONAL NOMINEES LIMITED 13 JGW INVESTMENTS PTY LTD 14 SOUTH LAKE PTY LTD 15 BRIPAT MANAGEMENT PTY LTD 16 BAPTIST FINANCIAL SERVICES AUSTRALIA LIMITED 17 NARRA HOLDINGS PTY LTD 18 TGB HOLDINGS PTY LTD 19 WINCHELADA PTY LIMITED 20 JDB SERVICES PTY LTD 90,985 54,438 47,761 37,906 28,342 26,712 25,475 25,427 19,349 15,000 11,781 11,653 10,260 10,100 10,000 10,000 10,000 9,800 8,012 7,800 3.22% 1.93% 1.69% 1.34% 1.00% 0.95% 0.90% 0.90% 0.69% 0.53% 0.42% 0.41% 0.36% 0.36% 0.35% 0.35% 0.35% 0.35% 0.28% 0.28% 455,288 15.59% 470,801 16.68% 9. Voting rights Under the Bank’s Constitution, each person who is a voting Shareholder and who is present at a general meeting of the Bank in person or by proxy, attorney or official representative is entitled to one vote on a show of hands or, on a poll, one vote for each fully paid ordinary share held. In the case of an equality of votes the Chairman has, on both a show of hands and at a poll, a casting vote in addition to the vote to which the Chairman may be entitled as a shareholder, proxy, attorney or duly appointed representative of a shareholder. 132 Annual Financial Report 2017 Annual Financial Report 2017 133 Bendigo and Adelaide Bank Limited. ABN 11 068 049 178 134 Annual Financial Report 2017 

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