Governance ecosystem
Chartered Accountants ANZ is not a company but is a registered body under Part 5B.2 of the Corporations Act 2001 (Cth) (Corporations Act) that carries on business in Australian states and territories, New Zealand and other overseas locations. As a registered body, Chartered Accountants ANZ is required to comply with only a limited number of sections of the Corporations Act. In New Zealand, the New Zealand Institute of Chartered Accountants (NZICA) retains its non-delegable regulatory functions pursuant to the New Zealand Institute of Chartered Accountants Act 1996 (NZICA Act). NZICA’s other functions have been delegated to Chartered Accountants ANZ and under the Corporations Act, NZICA is a controlled entity of Chartered Accountants ANZ.
Chartered Accountants ANZ is a member of the ASX Corporate Governance Council that develops the Corporate Governance Principles and Recommendations, 3rd edition (ASX Principles) that apply to entities listed on the Australian Securities Exchange. Chartered Accountants ANZ has voluntarily adopted the ASX Principles and has applied them to its own governance arrangements where it is relevant and appropriate to do so. Chartered Accountants ANZ is preparing for the voluntary adoption of the ASX Principles 4th edition, which take effect for financial years commencing on or after 1 January 2020. This Corporate Governance Statement was approved by the Board on 21 September 2020.
Chartered Accountants ANZ has four principle functions and operational areas:
The corporate governance framework that Chartered Accountants ANZ has designed to enable and facilitate the performance of its functions comprises:
The corporate governance framework described above can be visually represented as follows:
The legal and constitutional framework that governs Chartered Accountants ANZ consists of a Supplemental Royal Charter and By-laws, which can only be amended by a resolution of members and by subsequently being passed into law through the assent of the Governor-General of the Commonwealth of Australia. Any changes to the NZICA Act must be legislated through the New Zealand Parliament. Changes to the NZICA Rules must be approved by a resolution of members (for amendments to the body of the NZICA Rules), approved by the Chartered Accountants ANZ Board (for Appendix II amendments) or approved by the NZICA Regulatory Board (for amendments to Appendices I, III-VI), in line with the requirements in the NZCIA Rules.
The Board is the legal decision-making body of Chartered Accountants ANZ and has responsibility for the development and approval of strategy, monitoring the implementation of strategy by the CEO and Executive Team and oversight of Chartered Accountants ANZ’s financial position and financial reporting.
The Board’s main functions are:
The Board has a charter which sets out its role and its responsibilities in more detail and provides guidance on the functions which it has reserved to itself. A copy of the Board Charter can be found at https://www.charteredaccountantsanz.com/about-us/governance/meet-our-board.
The Board has delegated certain responsibilities to its six Board committees being:
Each committee has its own charter which sets out its role and responsibilities in more detail. The committees meet at least quarterly or more frequently if required. Regular reporting on the activities of each committee is provided to the Board.
Under Chartered Accountants ANZ’s By-laws, the Board may delegate any of its powers or authorities to any employee of Chartered Accountants ANZ. The Board has delegated authority for the day-to-day operations of Chartered Accountants ANZ and the implementation of strategy to the CEO and the Executive Team but remains responsible for overseeing management’s performance. The Board has put in place a delegation of authority matrix that describes the extent of powers that it has delegated to Board Committees, the CEO and the Executive Team (Board Delegations). The CEO and Executive Team may make further sub-delegations within specified parameters but remain accountable for the exercise of delegated powers. The Board has delegated authority to approve amendments to the Board Delegations to the Chair of ARC.
Chartered Accountants ANZ has five wholly owned subsidiaries in Australia, Singapore, Malaysia, Hong Kong and the United Kingdom, which are consolidated into Chartered Accountants ANZ’s annual financial statements with the exception of Chartered Accountants Benevolent Foundation Limited. The boards of Chartered Accountants ANZ’s subsidiaries are comprised of a mix of executive and non-executive directors depending on the function and operational requirements of the subsidiary. Chartered Accountants ANZ’s corporate governance framework, including its risk management and compliance framework, applies to its subsidiaries.
During the reporting period, the Board met 14 times with attendance as follows:
Chartered Accountants ANZ’s By-laws provide that directors are appointed by the Council to the Board on recommendation from the NGC. A director serves a term of 3 years from appointment and is then eligible to stand for re-appointment for two further terms of 3 years.
If a Board vacancy arises, the NGC will conduct a search for a new director, having regard to the Board skills matrix and those skills that most directly align with Chartered Accountants ANZ’s strategic direction. The NGC will also have regard to the requirement under the By-laws that all but 2 directors must also be members of Chartered Accountants ANZ, as well as the metrics and targets contained with Chartered Accountants ANZ’s policy on diversity and inclusion. External consultants may be engaged to assist with the recruitment of appropriate candidates.
On re-appointment, the NGC reviews a director’s performance using various external and internal data points and interviews the director before making a recommendation to the Council. Appropriate reference checks are conducted when a director is first appointed to the Board.
During FY20, the Board approved a new written agreement for all directors which will be progressively provided to existing directors and to all new directors. The written agreement sets out the terms of their appointment, including the required time commitment, remuneration arrangements including superannuation, the requirement to disclose material interests and any matter which may affect their independence, the requirement to comply with key policies including Chartered Accountants ANZ’s code of conduct, Chartered Accountants ANZ’s policy on seeking independent professional advice, indemnity and insurance arrangements, access to corporate records and ongoing confidentiality arrangements.
All senior executives, including the CEO and Executive Team, have contracts of employment that set out the terms and conditions of their employment, including rights and obligations in respect of the termination of their employment and the circumstances in which summary termination may occur.
The Company Secretary attends Board and Council meetings, as well as meetings of the PARC, ARC and NGC, and is responsible for providing the Board with advice on corporate governance issues. The Company Secretary is accountable to the Board and the Chair on all matters to do with the proper functioning of the Board.
Chartered Accountants ANZ has a Diversity and Inclusion Policy which is approved by the CEO and which sets out Chartered Accountants ANZ’s commitment to an inclusive culture that celebrates diversity, provides equitable employment outcomes, and empowers all of its people to realise their collective and individual potential.
During the reporting period, Chartered Accountants ANZ undertook a diversity audit which led to the formation of an Executive Team D&I Committee, the governance structure for which was approved by the Board in March 2020. Key performance indicators for addressing gender equality were also included in the Executive Team’s shared dashboard.
As at 30 June 2020, the respective proportions of men and women on the Board, the CEO and in senior executive positions (defined as the Executive Team, excluding the CEO) were as follows:
Chartered Accountants ANZ is a relevant employer under the Australian Workplace Gender Equality Act 2012 (Cth) and remains compliant with its reporting obligations under this legislation. Further information in respect of female representation with the Chartered Accountants ANZ workforce as at 30 June 2020 can be found in the Our People section of this annual report.
Chartered Accountants ANZ undertakes an annual performance review of the Board which is conducted and overseen by the NGC. This usually involves a questionnaire that seeks feedback from various stakeholders and is periodically conducted by an external provider. During the reporting period, the NGC engaged an external facilitator to conduct a performance evaluation of the Board as a collective and each director as an individual. A report was provided to the Board and to Council.
Each year, the CEO reviews the Executive Team’s performance and reports to the PARC and Board.
Each executive is assessed based on:
Members of the Executive Team are eligible to participate in the Executive Performance Incentive Plan (EPIP) which provides for an incentive payment of up to 20% of their fixed remuneration. Payment of any Executive Performance Incentive (EPI) is triggered by achievement of the budgeted position and performance against Chartered Accountants ANZ values as determined by the CEO. Executive performance is measured on a 60:40 split of shared enterprise-wide shared goals and individual KPIs which include a combination of financial and non-financial outcomes.
The CEO’s KPIs are set directly by the Board and agreed with the CEO and the CEO’s remuneration includes an “at risk” component. The CEO’s performance is reviewed by the Chair of the Board.
The NGC is a standing committee of the Council. The composition of the NGC was changed as a result of the member vote on the 2019 governance review that took legal effect on 31 July 2019, with the Vice Presidents no longer sitting on the NGC and the Chair of the Board becoming a member.
During the reporting period, the composition of the NGC was a combination of both membership structures as follows:
The CEO is also eligible to attend and speak at NGC meetings but is not entitled to vote.
In relation to the NGC, of its three individual members:
Since Chartered Accountants ANZ is a membership organisation, the requirement to be a member is a selection criterion for many of its governance bodies, including the NGC. This can impact Chartered Accountants ANZ’s ability to meet the factors relevant to assessing independence as set out in Box 2.3 of the ASX Principles. In the case of the NGC, only John Palermo is considered to be independent within the definition of Box 2.3. This is because each of Tim Gullifer, Michele Embling and Peter Rupp are either current or retired partners of Deloitte and PwC. Deloitte and PwC provide services to Chartered Accountants ANZ from time to time and a significant number of their employees are also subscription paying members and/or candidates enrolled in Chartered Accountants ANZ’s various education programs. Given the function, role and decision-making power of the NGC, Chartered Accountants ANZ does not consider that this presents any conflict of interest which compromises the ability of Tim Gullifer, Michele Embling or Peter Rupp to exercise independent judgement.
During the reporting period, the NGC met five times with attendance as follows:
As set out in the By-laws, the function of the NGC is to:
The Charter of the NGC expands on its functions and can be found at Appendix 5 of the Chartered Accountants ANZ Governance Manual. A copy of the Governance Manual is available on Chartered Accountants ANZ’s website at https://www.charteredaccountantsanz.com/about-us/governance/annual-reports.
The Board skills matrix is developed and maintained by the NGC. The skills matrix is reviewed annually by the NGC in order to ensure that the Board is constituted to best align with Chartered Accountants ANZ’s strategic objectives. The Board skills matrix provides an evaluation of the technical and soft skills, knowledge and experience of directors and also helps to ensure diversity of gender, age, geography and other different perspectives.
During the reporting period, a review of the Board skill matrix was carried out, the results of which can be summarised as follows:
*The members of the Education Board, which is a delegated committee of the Board, are highly experienced and skilled in this area.
During the reporting period, the Board was comprised of between 11 and 12 non-executive directors, including the President and two Vice Presidents of Council. The Chair of the Board is John Palermo, who is considered to be independent within the meaning of Box 2.3 of the ASX Principles. The Chair does not also hold the position of CEO.
The President and the two Vice Presidents are members of the Board for the term of their appointment as President and Vice Presidents’ respectively. The term of appointment for all other directors of Chartered Accountants ANZ is three years. Directors are then eligible to stand for re-appointment by Council for two additional terms of three years each.
It is a requirement under Chartered Accountants ANZ’s By-laws that at least 10 out of the 12 Board members also be members of Chartered Accountants ANZ. This constitutional requirement impacts Chartered Accountants ANZ’s ability to meet the definition of independence as described in Box 2.3 of the ASX Principles.
During the reporting period, the members of the Board were as follows:
* Resigned on 28 February 2020
** Resigned on 31 July 2019
*** Resigned on 31 December 2019
As part of the appointment process, all new directors receive detailed information outlining their duties and responsibilities. They are also invited to attend an orientation day which includes presentations from a number of the Executive Team and the governance team, to ensure that they are familiar with Chartered Accountants ANZ’s governance structure and key business and strategic issues.
The Board receives continuing education through internal and external presentations and strategic sessions with the Executive Team.
Chartered Accountants ANZ has a formal Code of Conduct for directors and members of its governance bodies. The Code of Conduct sets out expectations that apply to each director and member of the governance bodies regarding ethics and behaviour. A copy of the Code of Conduct can be found at Appendix 12 of the Governance Manual which can be found at https://www.charteredaccountantsanz.com/about-us/governance/annual-reports.
During the reporting period, Chartered Accountants ANZ did not have a code of conduct for its senior executives and employees. Instead, Chartered Accountants ANZ has a number of separate policies that apply to its employees and cover topics such as misconduct, complaints and grievances, conflicts of interest, discrimination, harassment and bullying and whistleblowing. The Chartered Accountants ANZ values and their associated behaviours have also been embedded in to Chartered Accountants ANZ’s performance management and development framework.
The ARC is a standing committee of the Board. During the reporting period, its members were:
John Palermo and Chris Townend are both considered to be independent directors within the meaning of Box 2.3 of the ASX Principles. For the reasons set out above, Penny Stragalinos is not considered to be independent. John Palermo was the Chair of ARC until December 2019 when he became interim Chair of the Board. Chris Townend became interim Chair of ARC in December 2019 and this appointment was confirmed in April 2020.
All members of ARC are FCAs with significant experience in financial reporting and risk. Chris Townend worked as a Chief Financial Officer in his executive career in organisations in Australia and New Zealand. Chris is a volunteer member of the Uniting Church’s Synod Audit and Risk Committee, and the finance committee of the Presentation Sisters in Queensland. John Palermo has 20 years’ experience in public practice, with expertise in corporate transaction execution, strategic business management and business structuring. Penny Stragalinos is an audit partner at KPMG, with 25 years’ experience as an external auditor, accounting and risk advisor. Penny was previously the COO of KPMG’s Audit, Assurance and Risk Consulting Practice, a director and Chair of the Audit, Risk and Compliance Committee of Victorian Opera, and a member of the Audit Committee for The Committee for Economic Development of Australia.
Under the terms of its charter, the key objective of the ARC is to support the Board in fulfilling its corporate governance and oversight responsibilities regarding Chartered Accountants ANZ and any trusts and/or legal entities established or managed by Chartered Accountants ANZ. This responsibility includes:
A full copy of the charter can be found at Appendix 4 of the Governance Manual at https://www.charteredaccountantsanz.com/about-us/governance/annual-reports.
During the reporting period, ARC met 6 times with attendance as follows:
Before the Board approves financial statements for a financial period, it receives a declaration from the CEO and Chief Financial Officer stating that, in their opinion:
Grant Thornton were appointed as the external auditor of Chartered Accountants ANZ following a vote of members at the 2019 Annual General Meeting and have provided an audit opinion in respect of the financial statements for the year ended 30 June 2020.
The external auditor’s performance is reviewed annually. The external auditor provides an annual declaration of independence to the ARC.
While Chartered Accountants ANZ is not subject to the mandatory rotation of audit partners, it voluntarily adopts this practice.
Grant Thornton will attend the 2020 AGM and will be available to answer questions from members about:
As Chartered Accountants ANZ is not a listed company and does not have shareholders, it is not subject to the ASX Listing Rules nor to the obligation to make continuous disclosure to the market and to investors. As such, this principle is not appropriate or applicable to Chartered Accountants ANZ.
Chartered Accountants ANZ’s website contains multiple sections that address the governance of the organisation, as well as copies of its annual reports, Supplemental Royal Charter, By-laws, Regulations, the NZICA Act, the NZICA Rules, Governance Manual and details of its directors, councillors and Executive Team. The website also includes information on Chartered Accountants ANZ’s AGM, voting and election processes.
Chartered Accountants ANZ has a dedicated Public Affairs team and Member Engagement team whose function is to ensure that there is two-way communication with members and that members are kept informed in a timely manner of key issues that impact members.
Chartered Accountants ANZ has implemented the My CA member portal which provide members with access to recommended content, course events, LinkedIn Learning and many other tools and resources. A space within this portal is My CA Groups which facilitates members connecting on various topics of interest.
Chartered Accountants ANZ maintains several communication channels with its members which include:
Members are given the option to receive communications to and from Chartered Accountants ANZ electronically, with the significant majority of Chartered Accountants ANZ members receiving communications electronically.
Chartered Accountants ANZ has historically encouraged members to participate at its AGM by holding the AGM in different geographical locations. The 2019 AGM was held in Wellington, New Zealand and the 2020 AGM was intended to be held in Perth, Western Australia. Due to the impact of Covid-19, the 2020 AGM has now been relocated to Sydney and will be held at Chartered Accountants ANZ’s corporate head office at 33 Erskine Street as a hybrid meeting, with members able to participate virtually for the first time. The Board believes that this innovation will further facilitate the participation of members and is potentially a preferable and more cost effective format for the future.
In addition, Chartered Accountants ANZ holds AGMs for each of its regional areas in Australia, New Zealand and overseas as detailed on: https://www.charteredaccountantsanz.com/about-us/governance/agm-notice/regional-agm-notices.
The ARC is tasked with overseeing Chartered Accountants ANZ’s enterprise risk management framework. Information in relation to the composition of the ARC and the number of meetings held during the reporting period is set out above.
On recommendation from the ARC, the Board reviews and approves the Enterprise Risk Management Framework including the Enterprise Risk Management Policy and Risk Appetite Statement on an annual basis for the purpose of satisfying itself that the framework is sound and that there an ongoing continuous improvement action plans in place. This review took place during the reporting period.
The Enterprise Risk Management Framework establishes a foundation for the management of strategic and operational risk during periods of organisational uncertainty or increased stress, whilst also supporting the organisation’s efforts in achieving its strategic objectives. Chartered Accountants ANZ has adopted a “Three Lines of Defence” risk framework and all staff, led by the Executive Team, are responsible for the identification, assessment, management, reporting, and monitoring of all risks across the operating spectrum, including emerging risks and strategic risks. Risks are expected to be escalated to the Executive Team and are discussed at the Executive Team Risk Committee, together with the tracking of any improvement plans required for potential remediation and monitoring. Regular updates are provided at ARC or on an as-required basis.
Crowe Horwath provides internal audit services to Chartered Accountants ANZ. An annual review program is agreed in advance with the ARC and periodic reporting on progress is provided to ARC by Crowe Horwath.
Chartered Accountants ANZ is comprised of three distinct revenue businesses being member events and conferences (including continuing education), tertiary education services and member subscriptions. Each segment has distinct but related markets to consider to ensure they are and remain economically, environmentally and socially sustainable.
Chartered Accountants ANZ also acts as a professional conduct regulator and a quality and practice reviewer for its members globally, except for NZ resident members which is the remit of NZICA. This oversight is critical to ensuring the integrity and sustainability of the CA designation. Chartered Accountants ANZ is also committed to positive action in respect of climate change and assisting its members to play an important part in facilitating organisations to adapt to, and mitigate against, climate change.
Further detail is set out below.
Member value – events and conferences
Chartered Accountants ANZ is committed to delivering events, conferences, workshops and eLearning courses to provide both members and non-members with an opportunity to future proof their skill set, expand their knowledge and maintain their difference. Chartered Accountants ANZ believes that ongoing education and development is key to the sustainability of the accounting profession, ensuring that it is agile in its response to changing economic and social environments. During the reporting period, the onset of Covid-19 required Chartered Accountants ANZ to demonstrate this agility, which it achieved by rapidly moving events and conferences into a digital environment. This allowed members to continue to access these services uninterrupted and saw an uplift in participation, with virtual attendance proving especially popular with regional members. Chartered Accountants ANZ also launched a Business Continuity Playbook and Covid-19 hub to assist members to navigate the Covid-19 pandemic. The pivot from a face-to-face format to virtual events has also assisted Chartered Accountants ANZ to reduce its carbon footprint for this business segment.
In response to Covid-19 and ongoing economic uncertainty, Chartered Accountants ANZ provided members with the ability for the first time to opt-in to quarterly payments for their membership subscriptions. Subscriptions provide members with access to an array of benefits and support, including access to LinkedIn Learning and Chartered Accountants ANZ’s extensive library and research services.
Quality and Practice Review Program
The quality and practice review program helps ensure members in practice maintain a consistently high standard of quality and service to their clients. It is a key pillar in Chartered Accountants ANZ’s commitment to upholding the integrity of the CA designation.
Education – CA Program
Chartered Accountants ANZ is committed to ensuring that the CA Program remains the pre-eminent accounting qualification and that its members form part of a network of trusted business and finance leaders. The Board has delegated responsibility for safeguarding the academic integrity and high standards of the CA Program, and therefore its sustainability, to the Education Board.
During the reporting period, the Education Board was comprised of 6 members as follows:
All members are considered independent within the definition of Box 2.3 of the ASX Principles.
Under the terms of its charter, the Education Board’s primary responsibilities are to:
A full copy of the Education Board’s charter can be found at Appendix 8 of the Governance Manual at https://www.charteredaccountantsanz.com/about-us/governance/annual-reports.
During the reporting period, the Education Board met 5 times as follows:
In response to Covid-19, during the reporting period, Chartered Accountants ANZ moved all exams for CA Program candidates online. This ensured that approximately 8,000 candidates were able to continue their studies during the pandemic and further underscores the long-term sustainability of this business segment.
Education – CA X Committee
The CA X Committee was established as a committee in September 2019 to oversee the CA X project, being the re-design of the content, delivery and structure of the CA Program of the future to ensure its relevance. The primary responsibilities of the CA X Committee are to provide advice to management and to make recommendations to the Board in relation to the financial, commercial and risk management of the CA X project including replacing the student information system. The CA X Committee is comprised of a member of the Board, being Ming Long, who has the role of Chair and Kean Selway, the Chief Operating Officer of Deakin University and an independent subject matter expert and members of management, with the CEO and the Group Executive of Education and Learning attending each meeting as observers. Other members of Chartered Accountants ANZ management are also regularly invited to attend as observers. All other Board members also have a standing invitation to attend as observers.
A full copy of the CA X Committee’s charter can be found at Appendix 4CA of the Governance Manual at https://www.charteredaccountantsanz.com/about-us/governance/annual-reports.
During the reporting period, the CA X Committee met 6 times as follows:
Professional Conduct Regulator
The Board has delegated its function as a professional conduct regulator to the Professional Conduct Oversight Committee in Australia. In New Zealand, the role is performed by the NZICA Regulatory Board, which is the governing body responsible and accountable for ensuring NZICA’s regulatory functions are carried out. The NZICA Regulatory Board also fulfils the statutory role of the NZICA Executive Board under the NZICA Act.
During the reporting period, the NZICA Regulatory Board was comprised of:
All members of the NZICA Regulatory Board are considered to be independent within the meaning of Box 2.3 of the ASX Principles.
The main functions of the NZICA Regulatory Board are to:
The full charter of the NZICA Regulatory Board can be found at Appendix 7 of the Governance Manual at https://www.charteredaccountantsanz.com/about-us/governance/annual-reports.
During the reporting period, the NZICA Regulatory Board met as follows:
In Australia, professional conduct is the remit of the Professional Conduct Oversight Committee (PCOC) which has oversight responsibility for the integrity, timeliness and effectiveness of the disciplinary procedures carried out by the Professional Conduct Committee, the Disciplinary Tribunal and the Appeals Tribunal established under Section 5 of the By-laws. PCOC members are appointed by the Board. PCOC is comprised of a maximum of 5 members and must include at least 2 Chartered Accountants ANZ members that have a minimum of 10 years’ relevant experience and at least 2 lay members. During the reporting period, PCOC was comprised of:
John Trowbridge and Taryn Rulton are both considered to be independent within the meaning of Box 2.3 of the ASX Principles. Nancy Dolan is a retired partner of PwC and Jan West is a former President of Chartered Accountants ANZ and a retired partner of Deloitte, which both provide services to Chartered Accountants ANZ and whose employees are members and candidates enrolled in Chartered Accountants ANZ’s education programs. The Board does not believe that this compromises Nancy Dolan or Jan West’s position as members of PCOC and conflicts of interests’ measures are in place to ensure that they do not participate in, or vote on, any decisions that involve or impact PwC or Deloitte.
Whilst not FCAs, Nancy Dolan is a qualified lawyer and former partner of (then named) Mallesons Stephen Jaques and John Trowbridge is an experienced actuary with significant experience in developing professional standards and codes of conduct.
The full charter of PCOC can be found at Appendix 9E of the Governance Manual at https://www.charteredaccountantsanz.com/about-us/governance/annual-reports.
During the reporting period, the PCOC met as follows:
Climate Change
Chartered Accountants ANZ’s operations and its economic sustainability are not directly exposed to risks arising from climate change. However, Chartered Accountants ANZ believes that CAs have a critical role to play in:
Chartered Accountants ANZ is a member of, or partner to, a number of important climate change groups or initiatives which are all focusing on the finance profession making business decisions to provide a more sustainable future. These include the Deakin Centre for Integrated Reporting, the International Integrated Reporting Council, the GAA Sustainability working group, the United Nations Global Compact Network Australia and Accounting For Sustainability. During the reporting period, Chartered Accountants ANZ was a signatory to a climate change call to action published by 13 professional accounting bodies, representing 2.5 million accountants, which committed Chartered Accountants ANZ to:
The PARC is a standing committee of the Board and is comprised of at least 3 members. During the reporting period, the members of PARC were:
Rob McDonald and Cheryl Hayman are both considered independent directors within the meaning of Box 2.3 of the ASX Principles.
The main function of the PARC is to assist the Board in remuneration related activities and strategy, including setting remuneration policy to ensure that remuneration is set at levels that are fair and reasonable and benchmarked to market rates. PARC is also responsible for the annual performance review of the CEO and succession planning for the CEO and the Executive Team. A full copy of the charter for PARC can be found at Appendix 4C of the Governance Manual at https://www.charteredaccountantsanz.com/about-us/governance/annual-reports.
During the reporting period, PARC met as follows:
Non-executive
In accordance with Chartered Accountant ANZ’s By-laws, the remuneration of the directors, President and Vice Presidents is:
Following an external benchmarking process by market specialists Egan Associates Pty Ltd, members approved an increase to the fee pool for the remuneration of directors and office bearers at the 2019 AGM. This saw an increase to fees take effect from 1 January 2020 as outlined below.
In response to the COVID-19 pandemic, the directors voluntarily reduced their Q4 2020 fees by 20%.
During the reporting period, the fees paid to non-executive key management personnel was as set out below:
1 Peter Rupp was appointed as President effective 1 January 2020
2 Stephen Walker resigned as President on 31 December 2019
3 John Palermo was appointed interim Chair in December 2019 and Chair effective 22 April 2020
4 Murray Jack was Chair until his effective resignation date of 31 July 2019
5 Chris Townend became interim Chair of the Audit Risk Committee in December 2019 and Chair of the Audit Risk Committee effective 22 April 2020
6 Sarah Petersen was appointed effective 1 January 2020
7 Tony Harrington resigned as a Director and Chair effective 28 February 2020
8 Fees reflect adjustment for superannuation for director paid through company structure
Vice President fees
1 Peter O’Regan was appointed effective 1 January 2020
2 Peter Rupp was appointed as President effective 1 January 2020
New Zealand Institute of Chartered Accountants Regulatory Board fees
1 Neil Paviour-Smith was paid NZ$10,000 in FY19 and FY20 as Chair of the New Zealand Institute of Chartered Accountants Regulatory Board.
Executives
In respect of senior executives, Chartered Accountants ANZ’s remuneration policy is to benchmark all Executive Team roles annually using a variety of publicly available market surveys appropriate for the role and region. Salaries are set within the parameters set by benchmarking and the remuneration pool overseen by PARC and approved by the Board as part of the annual budgeting process.
The CEO’s salary comprises a fixed component and an “at risk” component which is subject to the Board evaluating and approving the CEO’s performance against a range of indicators, including:
The Executive Team’s salaries comprise a fixed component only, although members may be eligible to earn a short-term incentive according to the rules set out in the EPIP which includes the achievement of performance enterprise risk and compliance key performance indicators. In response to the COVID-19 pandemic, the Executive Team voluntarily relinquished their eligibility to receive 2020 variable remuneration under the EPIP.
Details of the remuneration paid to the Executive Team and the CEO during the reporting period is set out in detail below:
1 Ainslie van Onselen was appointed CEO effective 18 May 2020. Ms van Onselen’s annual base salary is $600,000 inclusive of superannuation on a full-year basis with an “at risk” component of up to $200,000. The disclosure above only includes that portion of the year that she was KMP
2 Seshani Bala and Julia Quinn became KMP on 8 February 2019. Their remuneration for FY19 only includes that portion of the year that they were KMP.
3 Shona Tarrant became KMP on 15 October 2018.Her remuneration for FY19 only includes that portion of the year that she was KMP.
4 Simon Hann was appointed interim CEO for the period 31 March 2020 to 22 May 2020 and his compensation was adjusted accordingly for this period.
5 Chun Ng was appointed CFO effective 4 November 2019. His remuneration only includes that portion of the year that he was KMP.
6 There were two KMP employed during 2020 who are no longer employed by the organisation. Similarly, there was one employed in 2019.
7 In response to the COVID-19 pandemic, the Executive Team voluntarily relinquished their eligibility to receive variable remuneration under the EPIP.
As Chartered Accountants ANZ is not a listed entity, there was no equity-based remuneration scheme or analogous share price/market risk triggered scheme in place during the reporting period.
