Board structure and committees: Discuss and compare the overall board structure (in terms of unitary vs two-tier, executive versus non-executive directors, etc.) and the board committees of your selected organisation with those of the competitor firm in terms of their functions, membership, and responsibilities.

If you could included references too so that I can do further reseach

Our approach long bisOs to governance We are committed to continuously Improving our governance practices and ensuring that they are aligned with our business and stakeholders' needs. Our governance approach Is based on accountablety, effective delegation and adequate oversight to support sound decision- making. The Board's role is to represent shareholders by setting the Bank's strategic direction and instilling a culture that is reflective, risk aware and accountable to achieve stakeholder outcomes that are fair and balanced. The Board places high importance on overseeing the Bank's operations and ensuring that we remain well-positioned to continue supporting customers and performing for shareholders over the long term. Our governance framework Stakeholders Independent CBA Board & assurance and advice Including Intemal and external woot Risk & People & Audit Nominations Compliance Remuneration Committee Committee Committee Committee Hed bisd Strategy and risk management CEO Executive Leadership Team A Our peopleExecutive Leadership Team Pascal Boillat David Cohen Alan Docherty Deputy Chat linecation Officer Group Executhee, Financial Services and Chill information Officer and Court Financial Officer 6 Appolabedi Debober 2018 Appointed: November 2018 Appointed October 2010 IActing CRO from My 5014 Hopper tin the Chief Executhear Prioritlens Man lands the Group's cully including cyber Food and build comerrow't back today for our mulande He Is focused on theit's customer, He who has responsibly for Cuppower and community and perfariane managing balance opentions to delay pobal bile soil Mergerand Aequalidont Group conservation marnier, and delivering capitd person that wpporto better held onto Prior to joining in 2006 and his held a number of warfor roden Induding Group General Experienced Wan Joined the Bank in the Bank, Part was Group Chief Count, Group Executhe Corporate After and Chief four Officer. In finance, Inchiding CO of IBAM. He with accountability for technology Prevbudy. he was General Counsel stweed for career with Pac s Financed strategy and deberry of IT. He lex for AMP and a partner with Along Servdon practice h the UK before jonna Arti Robingan for 12 Your. Arthur Andersen in Australia, Alanis raigh it Farmle Was. Citibank and a member of the Institute of Chartered Credit Simp Account min of Sootland. Andrew Hinchliff Sian Lewis Carmel Mulhern Group Freculled, Institutional Banking Group General Counsel and Group and Markets Acting Group Executhan, Marketing Loncuthe, Legal A Group Governance and Corporate Affairs Appointed August 2019 Appointed: August 2016 Appointed: January 2020 Priorition: Androw is responsible for Priorities: Slan Is focused on helping Priorities: Carmel is respons ble serving the banking and finance needs the Park endure our people and for the Group's legal and governance of large corporate & pavements communities are skilled for the functions and advises the Chief and Institutions in Australia and future: that we offer the very best Freethe Officer and the Board. select international markets by experience s for employees; and Her priorities are to ensure the fair providing a full range of financial that CBAy cultu'n in anchored in and efficient resolution of the Group's markets, capitalsniping sustainable our vilued. 5he is also committed legal matters and to support the firunce, transactional banking and to promoting employee wellbeing effectiveness of the Board. risk management solutions and and strengthening and supporting services. His priority is to ensure that Experience: Carmel has over a diverse and inclusive workforce. 18AM Imetrages its network, capital, 25 years' legal experience. Prior to capabilities, diets and analytics to help Experience: Sian joined the Bank in joining the Bank, the was the Group clients build Australia's future soonary. 2014 and has been Executive General General Counsel and Group Executive Manager, Direct Channels. Previously. Legal & Corporate Affairs at Telstra. Experience. Andnew joined the Sinn spent nine years at Westpre, While at Telstra, Cancel also held Bank in 2015 as Executive General leading retail and commercial banking. the positions of General Counsel Manager, Global Markets. His career marketing and call cerAre teams. Finance and Administration, as well in investment banking spans more Sian also spent 10 years In senior HA as Company Secretary. Carmel is the 20 years, having held various consulting roles in the UK and two a Fellow of the Governance Institute leadership positions with Goldman years in Australia consulting to APRA. of Australia. Sachs and Credit Suisse First Boston in London, New York and Australia.Board priorities during 2021 The Board recognises the importance of balancing Financial oversight new strategic initiatives with core business performance. The Boud remains focused on Over the past financial year, Board priorities Included: operational excellence driving growth in our core banking businesses Prudent Culture Environment and Social balance sheet management contributed to our wing surplus capital position Together with management, the The Board reputuly contideny which creates flex bility for the Board to Board has a critical role In setting the emdronmental and social matters given consider capital management Initiatives. cultural tone of the Bank The Bank their Importance to our sinceholders and the Dark's long-term performance. + For more Information It ENTER 48-ST. remains focused on shaping a culture that supports the black's purpose and The Board overnow a review and achievement of business suited as. update of our Environmental and Social Governance The Board actively monitors the funk's Framework, highlighting the Bank's The Board ensures there is appropriate culture and cultural change initiatives role In supporting Australia's transition time wot molde on its agenda to focus to ensure the lived experience So a net zero future. or critical matters. During the year, throughout the Bank allyns with the Board empowered Its Committees our purpose and values to play an entunerd role in matters such For more Information my pagans-I. Risk management as policy reviews and accountability for key projects appropriate for the Strategy The Board contisun to qvenere Commmitten level. This provides more the ridket facing the Bank. The Board time on the Board aperida for strategic The Board regularly considers the focused on COLD-19 related discussions and consideration of relevance and riftclivenews of the risks, in particular ensuring fake and future opportunities Dank's strategy In the context of equitable treatment of customers current and potential future market transitioning off COVID-19 support Stakeholders conditions. Having made significant measured Other priorities included progress on our strategy to become completing the Homedial Action The Board recognised effective a Simpler, butter bank: the year Plan (RAP) and) designing the governance requires engagement the Board worked closely with post RAP transition plan, the with a broad rangeof sinceholders and management to evolve our strategic regulatory and politics emfromment. consideration of their views in decision priorities, setting a more ambitious macroeconomic conditions and making. The Board carries out an agenda: building tomorrow's bunk digital adoption across the economy annual external engagement program today for customers. to understand internal perspectives For more information see pages 42-41, and share knowledge with stakeholders # For more Information we pages 10-18. Including shareholders and regulators Board performance The Board recognises the importance . More time allocated for open Evaluation cycle of continuously monitoring and discussions at Board meetings improving its performance and the to facilitate greater focus on the performance of its Committees. Bank's strategy The Board assesses its performance " Increased inform engagement with annually, with an independent external managerment, including the layers evaluation of the Board and it's below senior management. Committees every three years. here Reinforcing the Board's expectations The results of the 2020 external review of management to provide the Board were made available to the Board in with qualitative insights in both August 2020. It concluded that white meetings and Board papers. the Board and Its Committees were operating at a level consistent with global These focus areas have strengthened Year 1 better practice, some areas of focus over the year and were assessed again Externally facilitated for continuous Improvement include: as part of the 2021 internal evaluation. . Continued engagement with Year 2 stakeholders to hear external Internal review perspectives and share knowledge with industry experts. Year 3ANDdJH TINNY TED APRA Prudential Inquiry Report moo bisod Board governance recommendations The Final Report of the 2018 APRA Prudential Inquiry Into CBA set out five recommendations relating to the role of the Board. Under the Bank's Remedial Action Plan, the Board designed and implemented target states for each recommendation. The table below sets out the target state and the action taken to ensure Board governance recommendations are sustainably embedded. # Board visibility The Board has set clearer expectations of management. and has increased its oversight and scrutiny of the The Board maintains halghtoned visibility rides facing the Bank It has become more visible and and continues to have a poalthe influence is chalenging executives more than over to understand on behaviours within the Bank. and manage the rises in thehe business. Senior management is clear about the behaviours and actions the Board expects of them and la held to account by the Boud. HOW WE CREATE VALUE #2 Board better practice An external review of performance was underincan during the your. Board and Board Committee Charters, The Board, Board Audit Committes and guidelines and processes have been amended in Pink & Compliance Committee operate ensure that the Board, Board Audit Committee and consistently with global better practice. Rick & Compliance Committee are operating at a level consistent with global better practice. LHOWBH .SHOLSENIC #3 Board coordination These three Committees have amended Charters to clearly define and decreate the roles and responsibilities The Board ensures clear accountabilityes ofleach. Processes have been enhanced to ensure that and timely and effective information flows Information flows between Committees are effective between its Board Audit, Rink & Compliance and timely and provide clear oversight of matters and People & Remuneration Committogs. referred butwhen Committees through to resolution. # Audit Committee The BAC has increased direct engagement with management owners of material issues. Group Auch & Management owners of material issues Assurance regularly updates the BAC on the management are held accountable by the Board Audit of high-rated issues and reports on follow-up of Committee (BAC] for the resolution material Issues. Improved monitoring of closure of istues NOILIOOY and effective closure of issues within has expedited issue resolution. their control. # 5 Board reporting There has been a considerable focus on the non-financial risk reporting to the Board, Including new and emerging The Board receives granular risks. The Board receives comprehensive and tailored information on the Bark's position content to help the Board set the Bank's risk appetite againist its risk appetite and is able and improve the Board's ability to effectively challenge to examine non-financial risk issues. management's actions.Board composition and renewalA To support sound decision making, it is important the Bank has Non-Executive Directors who are independent, collectively have relevant skills and experience, and represent a diverse range of views and thinking. Board composition Board diversity The Bound currmayhan 10 Director, Includingning Independent Non-Executhe Director and the Chief Executive Officer, With the assistance of the Nominations Committen, the Beard regularly reviewa its are and composition and considers a number of factors. Skills and experience Independence The Board requires an appropriate mix The Board has adopted of skills and experience for effective Independence Stain cards to Livein Female 409% deliberations and judgement. The Board whether a Directed qual flew in an Sells Mitro Is reviewed annually by the Independent Non-Executive Director 60% Nominations Committee In enout the upon appointment, and to consider prescribed skills and soparlance address the ongoing independence of Manta 2021 Lauget the Bank's eshiting and emerging Non-Executive Director. The Board busings and cowmance issues. conalders that all Non-Executive The Skills Matric Is also used to guide Directors were independent during the ongoing Board renewal proscan the 2021 franclal years Board tenure Tenure Diversity The Baked contains aimbe of longer The Board recognizes the value of and shorter-serving directon The diversity. The Directors on the Board average tenure across the Board is represent a range of ages, nationalities. approximately chien-and-a-half-years, and backgrounds. The Board has a with a range from over seven yours to pinder diversity tipat of 40%% female. The months. This wide range combines 4056 maly and 20% of any gender that 0-1 yours 20% knowledge and history of the Group holds the relevant shells and experience. with fresh insights from Directors who 1-0 years 20% have recently joined the Board. 3-6 years 50% Further Informationis ina table In the Corporate Governance Statement 6-9 yours 10% Board renewal Board renewal and orderly transitions and Peter Harmer was appointed Genevieve Bell AO was appointed are an important part of ensuring as an independent Non-Executive a member of the People & effective Board performanad Director with effect from 1 March Remuneration Committee with effect After more than five years serving 2021. The appointments of Peter from 13 October 2020. on the Board, Wendy Stops retired Harmer and Simon Moutter have As part of the Bank's approach to as a Non-Executive Director and brought now perspectives to the governance at the Committee level, member of the Audit Committee and Board given their extensive executive experience. For S mon Moutter, this the Chair of each Board Committee, People & Remuneration Committee on 13 October 2020 at the conclusion of includes a deep understanding of other than the Nominations Committee technology, process effectiveness Chair, Is required to rotate every three the 2020 Annual General Meeting. and business strategy, and for Peter to five years. No such rotations were Simon Moutter was appointed as an Harmer Includes a deep understanding required this year. independent Non-Executive Director of environmental principles, technology with effect from 1 September 2020 and the financial services sector.Board skills and experience d to bisoa INVO HIT TANOP The Board Skills Matrix sets out the skills and experience considered essential to the effectiveness of the Board and its Committees. This year, the Nominations Committee endorsed, and the Board approved, an update of the Matrix. The Board considers that the new skills in the Matrix (People and culture, Environment and social) support the Bank's evolving strategy and current operating ervironment. Skills and experience Relevance to CRA MHLATINO Leadership Held senior leadership role wich as CEO Setting strategy and evaluating or shower poution in an organisation of the performance of senior leaders ignilast one or compledby. Financial services Experience In the financial services Appreciation of the operational sector and regulation, including retail Mindscape, opportunfiles and chalenges and commercial banking services and in the sector. adjacent sectors. Financial acurnen Proficiency In financial accounting and Assessing complex financial and capital reporting. capital management andfor management innatives. acburial experience. Strategy and Experience in lending. developing Re-loving and setting the organizational global perspective strategy In a global context objectives, Induding bringing to bear 1 global perspective. Governance Experience Is a Non-Executive Director Understanding local and offshore legal ed alisted entity (Australia or overseas) and regulator fremeworks to elldocthey DIRECTORS RIPORT andfor understanding of legal and perform the role of Direction regulatory frameworks underpinning corporate governance principles Risk management Experience in identifying, hisses sing and Monitoring risk appetite, noseusing monitoring systemnic, existing and emerging the overall risk profile and adapting financial and non-financial risks. to emerging trends Digital and technology Experience in technology and innovation Supporting the Bank's digital strategy and the Impact on customer experience, FINANCIAL REPORT Enhanced customer Understanding of the changing needs Providing constructive challenge outcomes of customers with a focus on improving to ensure customer needs are met. their financial wellbeing and enhancing the experience. Stakeholder Experience In building and maintaining Ensuring an effective engagement engagement trusted and collaborative relationships program with regulators and other with governments, regulators andion stakeholders is In place. community partners People and culture Understanding organisational culture. Overseeing the culture of the Group succession planning, and remuneration and upholding the Code of Conduct. and reward frameworks Environment and social Understanding the potential risks and Influencing sustainable practices, opportunities from on environmental policies and decisions that support and social perspective. environmental and social outcomes. IHigh competency, knowledge and experience IPractised/direct experience\fA strong, diverse team with a broad and complementary mix of skills and experience. Catherine Livingstone AO Chairman BA Hons [Accountingl, FCA, FUSE, FAIGD, FAA Appellated: Non-Executive Director from 1 Much 2016, Chairman from 1 January 2017 Board Committeess Nominations (Chalmink. Audit, Risk & Compliance. People & Remuneration Catherine has extensive business, finance and executive leadership experience and has contributed to the development of Australia's banking, telecommunications science. technology and innovation sectors, She has held a number of senior roles, Including as Chairman of Telstra Corporation Lid and of the CSIRD, and as Managing Director and Chief Executive Officer of Cochlear Lid. Catherine has also served on the boards of Worley Led, Macquarie Group Lid, and is a former President of the Business Councl of Australia, the Australian Museum and Chief Executive Warren.. Catherine is Chance for of the University of Technology Sydney, She Is also a member of the Steering Committee for the CSI RO Australia Telescope National Facility and of the Australian Ballet Board. Directorships of other listed entities in the last three years Worley Led (July 2007 - October 2019) Matt Comyn Managing Director and Chief Executive Officer DAY, MCom, EMBA, GMP Appointed: 9 April 2018 Board Committees: N Matt has 20 years' experience in banking across business, Institutional, retail and wealth management and has held a number of senior leadership roles since joining the Bank in 1999. As CEO, Matt is focused on delivering global best digital experiences for customer underpinned by stronger risk management and a continuing commitment to innovation and customer service, From 2012 until his appointment as CEO, Matt was Group Executive Retail Banking Services, the Bank's largest operating division, which accounts for more than half of the Bank's profit and also leads the development of digital products and services for the Bank. Between 2006 and 2010, Matt was Managing Director of the Bank's biggest digital business, CommSec, overseeing a significant modernisation of its technology platform and growing market share and profitability. Matt is the Chair of the Australian Banking Association and serves on the Board of UNICEF Australia and the Financial Markets Foundation for Children. Directorships of other listed entities in the last three years: NI73 Shirish Apte Independent Non- Executive Director ACA, BOOM, UIBA Appointedi 10 June 2014 Dinear of Go Ands Pacific, Co-Chief Executhey Office of Europe, Middle East And Area and Country Manager and Deputy Chairman of Cal Hand owy, Polonia Shirkth Plis Director of Koppel Corporation LIS, & Director and Chairman of Fullerton India Credit Company Lid and a Crestor of Avtea Bag Life Holdings Directorshipsof sther liked antitles in the last three years THE Hulkhours Lend Haptab-# 2014 - May 2021LlFortip Healthcare Lid January 2010 - July 203!) and Cad Handleery Quember of the Supervisory Board) Much BO16 - December 2020) Genevieve Bell AO Independent Han-Executive Birector PHO, MA. MPHIL DA. FTSE, FAHA Appointed: 1 Jhoupry 2015 Board Committees: Nominations and People S Remuneration Genevieve lia cultural anthropologist technolog hit and futurist with deep knowledge and understanding of technology in society and business. She is adest at bringing together social solomon, design, computing and engineering to enhance customerexperienced Genevieve is who an experienced buniness for guthe, Mining spent 18 years working at intel Corporation In & Boon Valley Including a Vice Penakent She remains a Senior Fellow at Intel and is Vice President of Inter's Product Amquance and Security Group Caseaka b a Biking khed Professor, Director of the School of Cy bemedics and Director of the A Institute HAD at the College of Engherring and Computer Search BODY SHOLDING at the Australian National University (ANU) and in the university's inaugural Florence Violet Mckenle Chair Shelecho & member of the National Science and Technology Council and an Engelbart Divanquished Fellowof 581 International Genevieve has been norinvited to contribute beer Artist to the Global Partnership on Artificial Incdiligence. Directorships of other listed entitles In the last three years. Mid Peter Harmer Independent Non-I zocution Director LHOLES TINYNI Harvard Advanced Management Program Appointed 1 March 2021 Board Committore: NI Peter beings a diversity of thought in the areas of risk, customer pompeethos and environmental, social and governance practices. He has significant experience in customer service and innovation within the Insurance segment and financial Services and a deep undersand no of emfrommental principles Peter was previously Managing Director and Chief Executive Officer al Insurance Australia Group Led [WAS). Peter joined LAG in 2010 and hold a number of senior ADDITIONAL INFORMATION roles. During his time at IAG he led initiatives for driving cignal Innovation across LAG and it's brands, and created incubator are as to explore innovative customer solutions across the fintech Landscape. Prior to LAG he was Chief Executive Officer of Aon Lid UK and a member of Aon's Global Executive Committee. Peter is a Director of nib holdings Led, AUB Group Lid and Lawcover Insurance Pty Lid, and an Executive Mentor with Meryc's & Co ANZ and a member of the Bain Advisory Council. Directorships of other listed entitles in the last three years. nib holdings Led (July 2021 - present). AUB Group Lid (July 2021 - presently Insurance Australia Group Lid (November 2015 - November 2020) and IAG Finance (New Zealand) Lid (December 2015 - December 2019)74 Paul O'Malley Independent Note Executive Director DCom, M.App Finance, ACA Appointed: 1 Jesusry 2019 Board Commitless People & Remuneration |Chairmanl. Ritt & Compliance Paid has bread executive leadership and operational experience. Heperved an Managing Director and Chief Executive Officer of BheScope Steel Lid for 10 wewin. after Jolting the company an Chief Plainclal Officer, Previously, Paul with the Chief Executive Officer of TRU Innigg a whildiary of TXU Corp basedin Drink Texas. He who has a strong background In finance and accounting and wore d'In Investment banking and nude. Paul is a toney Director of the Worldstar! Association, Chair of its Nominating Committes, and Trustee of the Melbourne Cricket Ground Trust. Paul ly a Non-Executive Director of Coles Group Lid, and he serves as the Chairman for Australian Cutsole Redress Lid. Directorshipa of other Bited antitles In the last three years Coles Group Lid (October 2030 - prog Simon Moutter Independent Non-Evecutive Director USe, BE (Home), ME Appointed: 1 September 2080 Board Committees: NI Simon hap go longing leadership experience in technology process effectivenary and boeing's strategy. He was Managing Director of Spark New Zealand Lid where he held this position for seven years until 2019. He is also & former Chief Executhe Officer of Auckdyed International Airport and has previously managed whyloud aspects of Telecom New Zealand as Chief Operating Officer. Simon is a Director and Operating Partner of three privately owned companies -Smart Environmental Lid, Acuity CIS Lid and Imelthub Lid, Halis also Chairman of Dingner Wardrobe Lid. Directorships of other listed entities in the last three years Spark New Zealand Lid [August 2012 - June 2019) Mary Padbury Independent Non-Dxocutive Director BA LLO (Hons], GAICD Appointed: 14 June 2016 Board Committees: Nominations, People & Remuneration Mary is an Intellectual property and trade practices lawyer with over 35 years' international legal, governance and technology experience. Maryserved as the Chairman of Ashurst Australia before its full merger with Ashurst LLP, and was the global Vice Chairman of the post-monger firm. Sno retired as a Partner of Ashurst at the end of April 2018. Mary is the Chairman of the Macfarlane Burnet Institute for Medical Research and Public Health Lid, and a member of Chief Executive Women. Directorships of other listed entities in the last three years: N!75 Anne Templeman-Jones Independent Non-Executive Director B.Com, EMBA, MAM, CA, FAICD Appointed & March 2018 Board Committeein Aunit [Chalmas), Risk & Compliance Anne is an experienced lifted company director with ribstantal spenttional rick barking and strategy mopedence, Annals Chakman and s Director of Blackmores Lid, and a Director of G..D. Holdings Lid and Worley Lid. During her 30-Year amsouthin career Anne holdin number of leadership poultions in corporate and private banking with domestic and offshore banks, Including Westpac Banking Corporation, Australia and New Zealand Banking Group Lid and Bank of Singapore. Armin is the Toome Chairman of Commonwealth Bank's financial advion companies and has served on the boards of The Citadel Group LE, Cusco Lid, HITHE Limited Pioneer Credit Lid, TAL Superannuaten Fund and HBF's private and general Insurance companies Annela Non-Executive Director of the Cyber Security Research Centre Led And a Director of New South Wales Treasury Corporation. Directorships of other listed entities In the last three years: G.U.D. Holdings Lid [August 2015 - present). The Gundel Group Lid (September 2017 - My 2020), Worley Led [November 2017 - present) and Blackmores Lid (October 2020 - preverd) HOW WE CREATE VALUE Rob Whitfield AM Independent Non-Executive Director BCom, Grad Dip Banking, Grad Dip Fin, AMP, SF Fin, FAICO Appointed: 4 September 2017 Board Committees: Risk & Compliance (Chairman]. Nominatora, Audit Rob has extensive leadership experience across banking, finance and risk in both the private and public sectors. During Rob's 30-year one cutie career with Westpac Banking Corporation he held a number of senior leadership positions, Including Chief Executive Officer of the Institutional Bank, Chief Risk Officer, Group Treasurer and Chairman of the Asia Advisory Board. In these roles Rob developed a deep knowledge of equity and capital markets and was instrumental in developing Westpac's risk management function and strategies. Rob Is a Director of GPT Group and Transurban Lid. He is a former Chairman and Director of New South Wales Treasury Corporation, former Secretary of NSW Treasury. forner Secretary of NSW Industrial relations, and a former Deputy Chair of the Australian Financial Markets Association. Directorships of other listed entities In the last three yearss GPT Group (May 2020- present] and Transurban Lid (November 2020 - present)