Corporate governance

AFCA prides itself on independence, integrity and transparency in all aspects of its operations, and applies the principles of good corporate governance to the running of the company.

The ASX Corporate Governance Principles and Recommendations, 4th edition, sets the benchmark for a high standard of corporate governance in Australia.

Although AFCA is not a listed entity, we consider the principles, to the extent they apply to us, a useful benchmark.

This section explains how we apply these principles and recommendations, issued by the ASX Corporate Governance Council, to our company.

Principle 1: Lay solid foundations for management and oversight

Functions reserved by the Board and those delegated to management

Since the inception of the company, the AFCA Board has adopted a Charter that governs its operations and clearly delineates the responsibilities of the Board and senior management.

The role of the Board is to monitor our performance, provide direction to the Chief Ombudsman and CEO on policy matters, set the budget and, from time to time, review the Terms of Reference, including our jurisdictional limits.

The Board does not involve itself in the detail of complaints lodged with us.

During the year, the Board had the following committees to assist it in its role:

• Audit and Risk
• Nominations
• People and Remuneration

Appointment of Directors

The Nominations Committee Charter sets out the process to be followed by the Board when appointing or reappointing Directors and other Board appointees.

Written terms of appointment

Written agreements set out the terms of each appointment of our Board Directors and senior executives.

Direct accountability of Company Secretary to Board for proper functioning of the Board

As set out in the Board Charter, our Company Secretary is appointed by, and accountable to, the Board and may advise the Chair, the Board, its committees and individual Directors on matters of governance process.

Diversity Policy

AFCA is committed to ensuring the integration of the principles of equal opportunity for all staff. Our commitment to diversity in the workplace is set out in our Diversity Inclusion Policy and Procedure and regular diversity reporting.

Evaluation of performance of AFCA Board

The Nominations Committee of the Board ensures a robust system of performance evaluation is in place for Board appointees and the Board itself.

An external performance evaluation was undertaken in late 2019, and the Board will perform an evaluation on a regular basis.

Evaluation of performance of AFCA senior management

Since we began operating in 2018, all employees, including senior managers, have been subject to a performance evaluation process. The line manager of an employee conducts the performance evaluation, with the Chief Ombudsman and CEO responsible for the performance evaluation of the senior managers reporting to him. The Chair of the Board conducts the performance evaluation of the Chief Ombudsman and CEO.

Principle 2: Structure the Board to be effective and add value

Board structure as at 30 June 2022

Independent Chair

Professor John Pollaers (Chair) – OAM MBA BA

Appointed Independent Chair of the Australian Financial Complaints Authority on 15 May 2021, Professor John Pollaers OAM is an eminent international Chair, Chief Executive and Non-Executive Director. John brings a unique set of experience and insights to his role at AFCA, gained in his many years as a distinguished leader across a range of multi-dimensional and complex industries, including consumer products and advanced manufacturing. He has been chief executive and director of major companies, including Foster’s Group Limited and Pacific Brands, where he regenerated the company culture and was recognised as further simplifying the business model and successfully driving performance of key functions.

Responsible for leading several successful company turnarounds in the face of difficult industry circumstances, John is highly effective in leading organisations operating in ambiguous, unpredictable and sensitive environments. He has been instrumental in building close engagement with the Government and media across a range of complex and dynamic industries, notably as founding Chair of the Australian Advanced Manufacturing Council and Chair of the Australian Industry and Skills Committee, and as a member of the Prime Minister’s Industry 4.0 Taskforce.

Socially minded, John thrives on contributing to much needed debates on a range of issues facing society. He speaks widely on the issues of skills development, the imperatives of 21st-century global business, and the necessity of building meaningful collaboration between research and industry. John is also driven by a passion to harness the benefits of technology and data to make radical, positive change to communities and industries to improve our society.

Professor Pollaers holds an MBA from INSEAD and Macquarie University, as well as degrees in electrical engineering and computer science. He was awarded the Medal of the Order of Australia (OAM) in June 2018 for service to the manufacturing sector, to education and to business. He is also currently the Chancellor of Swinburne University of Technology in Melbourne.

Directors with consumer experience

Carmel Franklin – BEd Dip (Financial Counselling)

Carmel Franklin was appointed to the inaugural Board on 4 May 2018. She is a former consumer director of the Financial Ombudsman Service Limited.

Carmel has been the CEO of Care in the ACT for 14 years. She has been involved with consumer issues for a number of years, including as the Chair of ACT Gambling Harm Community of Practice, Co-Chair of ACT Anti-Poverty Week Committee, Member of the ATO Individual Stewardship Group, and as a board member on the ACT Gambling and Racing Commission.

She is a former member of the ASIC Consumer Advisory Panel as well as the FOS Consumer Liaison Group and, most recently, former Chair of Financial Counselling Australia, a position she held for 12 years.

Elissa Freeman – BA GAICD

Elissa Freeman was appointed to the inaugural Board on 4 May 2018. She is a former Director of the Financial Ombudsman Service Limited.

Elissa has advocated for consumers’ rights in the financial services, telecommunications and energy and water industries in her roles at CHOICE, the Australian Communications Consumer Action Network and the Public Interest Advocacy Centre. She also led a major investigation into residential mortgage prices at the Australian Competition and Consumer Commission.

She is currently the Chair of Australian Energy Regulator Consultative Group, a member of Australian Energy Regulator Consumer Challenge Panel and a Director of Super Consumers Australia.

Elissa was previously Chair of the Financial Rights Legal Centre, a member of ASIC’s Consumer Advisory Panel and a Director of the Financial Adviser Standards and Ethics Authority.

Erin Turner – BA MPP GAICD

Erin Turner was appointed a consumer director by the Minister for Revenue and Financial Services on 4 May 2018.

Erin is the CEO of the Consumer Policy Research Centre and the Chair of Financial Rights Legal Centre.

Previously she was the Director of Campaigns and Communications at CHOICE. She represents consumer interests on the ACCC Consumer Consultative Committee and has previously sat on the ACMA Consumer Consultative Forum and the ASIC Consumer Advisory Panel.

Alan Wein – LLB PRI-Med-NMAS

Alan Wein was appointed a consumer director by the Minister for Revenue and Financial Services on 4 May 2018 and retired from the Board on 30 June 2022. Alan is a skilled lawyer, experienced mediator and advocate for small- and medium-sized businesses. He was a former Adjunct Professor at RMIT’s Business Management School and was a Director of House Franchised Concept, House Homewares.

He was appointed the inaugural Chair of the Victorian Government Small Business Advisory Council 2000, and of the inaugural Chair Victorian Governments COVID-19 CTRS Administration Committee in 2020. He was the business delegate on the Victorian Government Infrastructure Planning Council.

Alan is a member of the Resolution Institute (Office of Franchise Mediation Advisor–OFMA) and the Law Institute of Victoria. He is also a senior panel mediator on the Victorian Office of the Small Business Commissioner (VSBC).

Alan conducted the Federal Government Review of the Franchise Code of Conduct and Regulatory Framework in 2013 and, in 2015, Alan was again appointed by the Federal Government to conduct a review of the Regulatory Framework in the Horticulture Code of Conduct. Finally, in 2016, Alan was involved in advising the Federal Government in Unfair Contracts legislation.

Directors with industry experience

Jennifer Darbyshire – BA LLB (Hons) LLM FAICD

Jennifer Darbyshire was appointed to the inaugural Board on 4 May 2018. She is a former industry director of the Financial Ombudsman Service Limited.

Jennifer has extensive senior executive experience in governance, law, conduct risk and regulatory risk across a range of sectors and in a variety of roles and organisations, including international experience on two separate occasions.

Jennifer previously worked at the National Australia Bank, where her roles included EGM Conduct & Regulatory Risk, General Counsel Governance and General Counsel Corporate (including eight months as Acting Group General Counsel). She also previously worked in private legal practice (including King & Wood Mallesons in Melbourne and Linklaters in London).

Jennifer currently sits on the Melbourne International Jazz Festival Board and the Melbourne Theatre Company Foundation Board. Previous directorships include Heide Museum of Modern Art (Chair) and St Vincent’s & Mercy Private Hospital.

Andrew Fairley – AM LLB (Melb) Hon Doc (Deakin) FAICD & FAIST

Andrew Fairley AM was appointed an industry director by the Minister for Revenue and Financial Services on 4 May 2018. He is a Commercial and Equity Lawyer with over 40 years experience in Superannuation, and is a Consultant at Hall & Wilcox. He is the immediate past Chair of Equip Super, an industry fund with assets under management of over $30b. He founded the Law Council of Australia’s Superannuation Committee in 1985, and served as its Chair for 10 years.

Andrew is the Chair of Qualitas Limited, a leading Australian alternative real estate investment manager. He is the former Chair of Zoos Victoria, Parks Victoria, and a former Deputy Chair of Tourism Australia.

He is very involved in the philanthropic sector as Chair of the Sir Andrew Fairley Foundation and Deputy Chair of the Mornington Peninsula Foundation.

Claire Mackay – BComLLB LLM GAICD

Claire Mackay was appointed an industry director by the Minister for Revenue and Financial Services on 4 May 2018.

Claire is a Director and Principal Adviser at Quantum Financial and is a Chartered Accountant, Certified Financial Planner, Chartered Tax Analyst and a Self-Managed Superannuation Fund specialist. Previously Claire held roles at Macquarie Bank and PwC.

Claire is a Director of the Accounting Professional and Ethical Standards Board. Her current appointments include the FPA Professional Standards and Conduct Committee, the RMIT School of Accounting Program Advisory Committee and the Finance Audit and Compliance Committee for Surf Lifesaving NSW.

As the owner of an independent financial services business, Claire regularly engages with other business owners and smaller financial firm operators in industry forums and conferences.

Johanna Turner – BA LLB GAICD

Johanna was appointed to the inaugural Board on 4 May 2018 and retired from the Board 31 December 2021. She is a former industry director of the Financial Ombudsman Service Limited.

Johanna has gained extensive executive experience in the financial services industry over the past 25 years, working in domestic and international banks, exchanges and regulatory bodies. She has expertise in risk management, compliance, regulation, policy and corporate governance.

As a Managing Director of Citibank, Johanna held the positions of Chief Risk Officer and Chief Country Compliance Officer. She has also held senior roles at Macquarie Bank, the Australian Stock Exchange, the Sydney Futures Exchange and ASIC.

Johanna is an independent compliance committee member for organisations including Schroders, Blackrock and Perpetual. She is also an Advisory Council member for Skyjed, a regtech company and Chair of the Australian Financial Markets Association Professionalism Committee.

Johanna was previously a member on the ASIC Financial Services and Credit Panel.

Gary Dransfield

Gary joined the AFCA Board on 1 January 2022 and has more than 37 years experience in the retail financial services sector, holding senior roles with Suncorp Group, IAG, Lend Lease, AMP and St George Bank.

He was most recently Chief Executive, Insurance, for Suncorp, having also been Chief Executive of its Customer Platforms and Personal Insurance units, as well as its Vero Insurance business in New Zealand. At St George, Gary played an integral role in the successful conversion of St George from a building society to a bank.

Gary is a former President and Chair of the Insurance Council of Australia, former President of the Insurance Council of New Zealand, and a former director of CareFlight NSW. He is currently a non-executive director with Hollard Insurance and Chair of the panel advising the NSW Government on the design of Decennial Liability Insurance for apartment buildings.

Gary is currently the Independent Chair of the Association of Superannuation Funds of Australia (ASFA).

Company Secretary

Anna Campbell - BA LLB

Anna Campbell joined AFCA as General Counsel in November 2019, and is an experienced senior executive with cross-sector and regulatory expertise. Anna’s extensive knowledge of financial services means she is uniquely positioned to provide expert advice to AFCA on complex legal matters, corporate governance and risk management.

Anna was previously General Manager of Enterprise Compliance at the Australian Securities Exchange (ASX) where she was responsible for the ASX Group’s regulatory assurance function, involving Corporations Act licensing obligations, Trade Practices Act requirements and other statutory obligations.

Anna also held the role of Deputy General Counsel at ASX for nine years, after joining the ASX from Allianz where she was Acting General Counsel. She has worked as a lawyer in both the private and public sector and exhibits a breadth of experience in providing expert instruction on a range of matters. Anna is a highly effective operative in developing and leading organisational approaches to management, corporate governance, risk management and stakeholder management.

Disclosures regarding Nominations Committee and People and Remuneration Committee

The Nominations Committee is composed of the Chair of the Board, the Chair of the Audit Committee, and the Chair of the People, and Remuneration Committee and may be extended with other Directors as required. The People and Remuneration Committee is composed of two industry Directors and two consumer Directors, any one of whom may be appointed Chair. This composition satisfies the constitutional requirements for Board committees to maintain equal membership between industry and consumer Directors.

The following tables set out the meetings and attendances for the Nominations Committee and the People and Remuneration Committee in 2021–22.

People and Remuneration Committee

	Actual Attendance	Eligible to Attend
J Darbyshire	4	4
E Freeman	4	4
C Mackay	4	4
A Wein	2	2

Nominations Committee

	Actual Attendance	Eligible to Attend
J Pollaers	2	2
J Darbyshire	1	1
A Fairley	2	2
E Freeman	2	2
E Turner	1	1

Skills matrix of the AFCA Board of Directors

The Board Charter states that examples of the core technical competencies that should be found across the Board include:

• accounting and finance (Directors who have expertise in financial accounting)
• business judgment (Directors who have a record of making good business decisions)
• governance (Directors who understand and keep abreast of good governance practices)
• knowledge of consumer issues and needs (Directors with appropriate and relevant consumer movement knowledge and experience)
• industry knowledge (Directors with appropriate and relevant industry-specific knowledge and experience)
• knowledge of internal and external dispute resolution
• human resource management (Directors who have experience and interests in human resource management and staff welfare).

During the year, the Board engaged PWC to assist in developing a Board Skills Matrix and the Board has performed a self-evaluation against the matrix to ensure the Board’s skills are, and continue to be, relevant and up to date.

Independent Directors

The Chair is required by our Constitution to be independent, and our Board Charter prohibits a single individual from occupying the roles of Chair, Chief Ombudsman and CEO.

Our Board is composed of individuals with expertise and knowledge as required by our Constitution. There are no executive directors.

While the Directors, with the exception of the Chair, are appointed due to their expertise in industry (being financial services or superannuation) or in consumer advocacy and support relevant to AFCA, Directors are not appointed to represent constituent groups and each understands their legal obligation as a Director to put the best interests of AFCA first.

Induction and training of Directors

On appointment, each Director is provided with a comprehensive induction to AFCA and our operations. The Directors are also permitted to request and receive all reasonable training necessary for them to perform their roles as Directors effectively, and a suitable budget has been allowed for this to occur.

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

Code of Conduct

The standards of behaviour expected of our Directors and employees are set out in the Board Charter; Engagement Charter; our Code of Conduct; and our values, which are Fair and Independent, Transparent and Accountable, Honest and Respectful, and Proactive and Customer Focused.

Principle 4: Safeguard the integrity of corporate reports

Audit and Risk Committee

The functions of an audit committee are carried out by the Audit and Risk Committee. Since its inception in 2018, the committee has had a formal Charter governing its area of responsibility.

The following table sets out the meetings and attendances for the Audit and Risk Committee in 2021–22.

Audit and Risk Committee

	Actual Attendance	Eligible to Attend
G Dransfield	2	2
A Fairley	5	5
C Franklin	5	5
E Turner	5	5
J Turner	2	2

CEO and CFO declarations

Prior to the Board approving the annual financial reports contained within AFCA’s General Purpose Financial Report, the Board receives a declaration from the Chief Ombudsman and CEO, and Head of Finance that, in their opinion, the financial records have been properly maintained and the financial statements comply with appropriate accounting standards.

These declarations also state that the financial statements give a true and fair view of AFCA’s financial position and performance, and that these opinions have been formed on the basis of a sound system of risk management and internal control that is operating effectively. They also declared AFCA is solvent and compliant with its superannuation obligations.

Attendance of the external auditor at the Annual General Meeting

The external auditor receives an invitation to attend each Annual General Meeting, but attendance has not, to date, been required by the membership.

Principle 5: Make timely and balanced disclosure

Disclosure Policy

This principle applies to companies that are subject to the ASX Listing Rule disclosure requirements and, as such, has no direct relevance to AFCA. However, we have various policies and procedures that, in combination, cover many of the same areas as the recommended Disclosure Policy, and we are committed to open and transparent communication with our stakeholders.

Principle 6: Respect the rights of security holders

As a public company limited by guarantee, we do not have shareholders. As a result, this principle has no direct relevance to us. However, we are committed to respecting the rights of our stakeholders, particularly the financial firms that are members of the scheme and consumers who use the service.

Information about AFCA and its governance

Information about us can be found on our website (afca.org.au), by email (info@afca.org.au), or by telephone 1800 367 287, free call (1800 AFCA AUS) or 1300 56 55 62 for members.

Meetings of stakeholders

The Annual General Meeting is held and conducted in accordance with the Corporations Act and our Constitution. Our Stakeholder Engagement Strategy encourages participation at general stakeholder meetings.

Principle 7: Recognise and manage risk

Oversight of risk

While ultimate responsibility for risk oversight and risk management rests with the full Board, the Audit and Risk Committee has oversight of these activities, and the Senior Leadership Group has day-to-day operational responsibility for risk oversight and management.

AFCA has implemented a risk management framework aligned with Australian Standard AS ISO 31000:2018 (Risk Management – Guidelines). In accordance with this framework, we conduct regular risk workshops and reviews to ensure our risk register, controls and mitigations consider and effectively respond to changes to the internal and external environment and remain current.

AFCA’s risk management framework is underpinned with a strong risk culture and mandatory risk training.

Risk appetite statements established by AFCA for its material risk are supported by quantifiable metrics. There is regular oversight and reporting of any metric outside agreed tolerance levels.

Risk management within AFCA is overseen by the Board and the Audit and Risk Committee, with regular quarterly reporting and an annual risk workshop to consider AFCA’s risk profile and operating environment.

Material exposure

At the time of publication, we have no known material exposure to any economic, environmental or social sustainability risks.

Principle 8: Remunerate fairly and responsibly

Remuneration committee

The main functions of a remuneration committee are performed by the People and Remuneration Committee.

The Board sets its remuneration in accordance with clause 4.9 of our Constitution and on advice from the People and Remuneration Committee.

The Board also sets the remuneration of the Chief Ombudsman and CEO.

Responsibility for the company’s remuneration, recruitment, retention and termination policies for all other employees has been delegated to the Chief Ombudsman and CEO, but significant changes to these policies are ratified by the Board.

The remaining aspects of this principle are applicable to companies subject to the ASX Listing Rules and, as such, have no relevance to AFCA.

Remuneration of non-executive Directors and executive Directors

All Directors are non-executive Directors and, aside from the Chair, are paid equally.

Equity-based remuneration

We do not offer equity-based remuneration to any employee.

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