Annual Review 2019 - of helping Australians get ahead - ME Bank

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Annual Review 2019 - of helping Australians get ahead - ME Bank
Annual Review 2019

of helping Australians
      get ahead.
Annual Review 2019 - of helping Australians get ahead - ME Bank
ME awards.

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Annual Review 2019 - of helping Australians get ahead - ME Bank
Contents.

            01   Highlights  3
               Message from the Chairman  4
            02	
            03 Message from the CEO  5
            04 25 Years of ME  6
            05 Strategy  10
            06 Operating environment  12
            07 FY19 performance  14
            08 Customer growth  20
            09 Governance  30
            10   People  46
            11   Community  56
            12   Environment  58
            13   Key financial information  60

                                   ANNUAL REVIEW 2019 CONTENTS   1
Annual Review 2019 - of helping Australians get ahead - ME Bank
ME remains
one of
Australia’s
most trusted
banks at a
time when
integrity is
at a premium.

2
Annual Review 2019 - of helping Australians get ahead - ME Bank
01.
Highlights.

ME turned               ME’s statutory profit   ME’s total assets grew
25 years old.           was $67.1 million       by 10% to $31.1 billion
                        and after adjusting     – it settled over $6.3
                        for impact of           billion of home loans,
                        non-recurring items,    growing the home
                        underlying net profit   loan portfolio by 7.3%
                        after tax (NPAT) was    to $26.3 billion or 2.5
                        $99.8 million, up 3%.   x system growth.

Household deposit
portfolio grew
13% to $8.6 billion
or 2.6 x system
growth. Household
deposits now fund
43% of ME’s loan
assets (excluding       Customer numbers        Net interest margin
securitisation) and     increased by            (NIM) was 1.59%,
are forecast to fund    9% to 517,868.          return on equity
the majority of the                             (ROE) was 7.2%, and
bank’s asset growth                             cost-to-income (CTI)
for the foreseeable                             ratio was 64.8%.
future. The bank
met its stable
funding targets
earlier than planned.

                                                   ANNUAL REVIEW 2019 HIGHLIGHTS   3
Annual Review 2019 - of helping Australians get ahead - ME Bank
02.
Message from
the Chairman.
ME was set up in 1994 by industry super funds to              During the year, the Chairman Ken Hodgson retired
help Australians buy a home and it has continued              in March 2019 and non-executive director Justin
with this purpose. The bank has always prioritised            Milne retired in October 2018. The board wishes to
consumer outcomes in its decision-making and ME               acknowledge the contribution made by both directors
remains one of Australia’s most trusted banks at a            during their time with the board.
time when integrity is at a premium.
                                                              Three new directors were appointed during March and
ME has a strong employee culture characterised by             April 2019; myself as Chairman, along with David Issa
a genuine belief in the bank’s core purpose and the           and Peter Everingham as directors.
values of diversity and inclusion. This has enabled it
                                                              We collectively bring some different and additional
to build a loyal customer base who act as advocates.
                                                              skills to the board and look forward to contributing
This strong customer connection is an important asset
                                                              to the growth and success of the bank.
that will continue to stand ME in good stead.
                                                              ME is well positioned to manage the challenges ahead.
Banking has become complicated and while many
                                                              These include record low interest rates, which require
financial institutions grapple with vertical integration,
                                                              disciplined management, and record low credit growth,
in some cases divesting extraneous business, ME has
                                                              which requires close attention to asset quality. The bank
kept it simple – improving its simple suite of transparent
                                                              will invest in its brand and ensure its simple suite of
and competitively priced personal banking products.
                                                              products stays competitive, maintaining strong customer
Technology is becoming a competitive differentiator           demand as competition among banks intensifies. ME will
between banks and years ago, ME made a decision to            also continue to invest in the capabilities of its people,
modernise its core banking system. While technology           systems and processes so it can manage the increased
transformation programs are inherently complex and            regulation and compliance that is expected to remain
take many years to complete, ME’s foresight will allow        elevated over the longer-term. In addition, the bank will
it to add new products and services more quickly and          continue to build out its technology platforms, improving
at a lower cost.                                              their reliability and flexibility, while building new services
                                                              to meet the expectations of our consumers.
ME’s unique ownership structure adds to the strength of
the brand. Over the course of the financial year, the bank    ME acquired its banking licence in 2001 when it was
achieved a $150 million capital commitment and I would        little more than a home loan provider with big ambitions.
like to take the opportunity to thank and acknowledge         Today it is a fully-fledged bank with the infrastructure and
the support of our shareholders. During the financial year,   operational maturity of a modern financial organisation.
ME successfully completed a $100 million Additional Tier 1    By continuing to refine its capabilities, the bank will
(AT1) capital issue into the general market. ME expects       keep growing in relevance as one of Australia’s most
to manage its capital position largely through retained       trusted banks.
earnings and the management of risk-weighted assets.
                                                              The board acknowledges with gratitude the ongoing
The bank’s balance sheet has continued to strengthen,         support of its shareholders, customers and employees
with household deposits now constituting 43% of               and looks forward to a successful year in FY20.
the total funding pool and are projected to fund the
majority of asset growth. The rapid expansion of deposit
funding illustrates ME’s ability to pursue a growth agenda
which allowed the bank to meet its APRA-mandated
‘stable funding targets’ during FY19. ME offered its first
deposit product 15 years ago and up until the Global
Financial Crisis, funded the vast majority of its assets      James Evans
through securitisation.                                       Chairman

4
Annual Review 2019 - of helping Australians get ahead - ME Bank
03.
Message from
the CEO.
Despite challenging operating conditions, ME                NIM fell three basis points to 1.59% due to intense
experienced above-system growth over the 12 months          competition for home loans. The lower NIM and increased
to 30 June 2019. The bank’s home loan portfolio             regulatory and compliance costs resulted in a fall in ROE
increased 7.3% to $26.3 billion compared to market          to 7.2%. On an underlying basis, the cost-to-income (CTI)
growth of 3%, a growth rate of 2.5 times system.            ratio increased 30 basis points to 64.8% while credit
As of June 2019, ME had a 1.53% share of the home           quality remained healthy with 90+ day delinquent home
loan market, up from 1.46% 12 months ago.                   loans remaining favourable to the industry at 0.71%.
                                                            Home loan write-offs remained low at $456,133.
ME also experienced strong growth in household
deposits, which reached $8.6 billion, an increase of        ME launched its new portfolio funding business to finance
13.4% or a growth rate of 2.6 times system. Market          loans and other receivables originated and managed by
share of household deposits over the last year increased    partner businesses. This helps to diversify ME’s income
from 0.85% to 0.92%. Household deposits now fund            stream by building on ME’s existing securitisation skills
43% of ME’s loan assets (excluding securitisation), up      and provides innovative funding opportunities for a new
from 39% in June 2018, and are forecast to fund the         range of business partners. ME established an initial
majority of the bank’s asset growth for the foreseeable     $100 million facility for Household Capital, an ‘equity
future. Customer numbers at 30 June 2019 were 517,868       release’ lending business, and acquired a minority stake
(up 9% year-on-year).                                       in the organisation. ME anticipates more partnerships
                                                            with other third-party lending organisations.
Assisting in achieving the strong growth was ME’s
investment in marketing, advertising and public relations   At ME we are proud of our values-based employee
activities, which increased ME’s brand awareness to 59%,    culture which will continue to assist the bank in attracting
an all-time high.                                           talent. ME’s annual employee survey had its highest
                                                            participation rate on record – 94% – and reported an
During the year ME invested in the home loan broker
                                                            increase in overall employee engagement from 68%
channel, and publicly supported the channel in the
                                                            in FY18 to 69% in FY19.
face of recommended changes following the Royal
Commission. ME maintained its third-place industry          ME continued to invest in improving the digital services
ranking with brokers, who provided 72% of ME’s record       offered to customers – including the mobile apps,
$6.3 billion in home loan settlements.                      internet banking and online application services. The
                                                            decommissioning of our legacy Ultracs banking platform
ME’s statutory net profit after tax was $67.1 million,
                                                            was further progressed, resulting in a simpler and more
down from $89.1 million the previous year. This result
                                                            robust platform.
included non-recurring items comprising unrealised
losses on hedging instruments (-$3.2 million); IT system    ME will keep investing in building on our digital channels,
remediation and decommissioning costs that are              providing customers with an improved banking experience
forecast to be completed in the next 12 months              and improving our efficiency through leveraging
(-$15.1 million); as well as impairment losses on ME’s      technology and automating manual processes.
credit card business, after the bank took the strategic
decision to stop its investment in a new credit card
platform and associated new credit card products as,
among other factors, it was not economically feasible
to continue due to the expectation of the significant
disruption the credit card market is undergoing
(-$14.4 million). After excluding non-recurring
items, ME’s underlying NPAT was $99.8 million,              Jamie McPhee
up 3% on the previous corresponding period.                 Chief Executive Officer

                                                              ANNUAL REVIEW 2019 MESSAGE FROM THE CHAIRMAN AND CEO         5
Annual Review 2019 - of helping Australians get ahead - ME Bank
04.
25 years of ME.

ME’S HISTORY DEFINES IT                                        ME’S SHAREHOLDERS
Super Members Home Loans (now ME) was created                  From a shareholder perspective, ME is now successfully
by the industry super funds to be a fairer home loan           growing its loan book at a rate above system, is profitable
lender, helping Australians reach the dream of owning          and has been funding its capital requirements to support
their own home. ME originally only offered home loans          its growth through retained earnings.
and was a non-bank lender that funded its lending
                                                               The bank’s benefits go back to the 26 industry super
through securitisation, keeping assets and funding
                                                               funds that own it, which are listed on the next page:
off the balance sheet.
In 2001, ME acquired its banking licence. In 2019,
25 years later, it is a fully-fledged bank, funding the
majority of its lending growth through very stable
and reliable household deposits. It now holds its assets
and funding on balance sheet, and it offers a full range
of personal banking products.
ME’s objective is to help Australians get ahead financially.
As a bank, it is proud to stand for something different.
Its purpose is focused on ensuring customers are at
the heart of everything it does. ME stays true to this
proposition by keeping a unique set of promises to
its customers, supported by values that empower and
motivate employees to make a difference every day.

6
Annual Review 2019 - of helping Australians get ahead - ME Bank
Figure 1 The 26 industry super fund shareholders of ME

                                                         ANNUAL REVIEW 2019 25 YEARS OF ME   7
Annual Review 2019 - of helping Australians get ahead - ME Bank
Timeline.                                                    Members Equity obtains an Australian
                                                                banking licence and is approved to
                                                                act as an authorised deposit-taking
                                                              institution by the Australian Prudential
                                                                   Regulation Authority (APRA).

                                                                             2001
                     Industry Fund Services (IFS)
                   is founded and Super Members
                   Home Loans is launched by the
                      ACTU with National Mutual.                                             Members Equity obtains an
                                                                                         Australian financial services licence
 The Australian
                              1994                                                       to offer financial services, including
                                                                                               bank deposit accounts.
Council of Trade
Unions (ACTU)                                                                            Members Equity achieves $10 billion
                                            Through IFS, industry super
   is formed.                                                                              in funds under management.
                                          funds enters into an agreement
      1927                                with AXA Asia Pacific Holdings
                                             Limited (formerly National
                                                                                                         2003
                                            Mutual) to establish a 50/50
                                               joint venture company.

                                                    1999

                                                                                                              Members Equity
                                                      Industry super funds and AXA                        relaunches as ‘Members
                                                       Asia Pacific Holdings Limited                         Equity Bank – The
   The ACTU launches the campaign                                                                            Super Funds’ Bank’
       for universal fully vested                     launch the joint venture entity,
                                                             Members Equity.                               to increase awareness
    superannuation for Australians.                                                                       as a banking institution.
          Industry super funds are                              2000
      established in a range of sectors                                                                          2005
        including health, hospitality,
         building and construction,
       manufacturing and transport.

                   1985                                                             Industry super funds
                                                                                   become 100% owners
                                                                                     of Members Equity.
                                Super Members Home Loans
                                    achieves $1 billion in
                                 funds under management.
                                                                                         2002
                                          1995

  Figure 2 25 years of ME

  8
ME Bank’s ‘genuinely fairer banking’
        position is launched, reinforcing the bank’s
        role as the genuine banking alternative for                    Fresh new internet banking.
         members of industry super funds, unions
                 and employer associations.                            ME partners with Capgemini.
                         2012                                                    2016

                                    ME Bank launches the Member Benefits
                                      Program, offering market-leading
                                        products directly to members.

 Members Equity
Bank is rebranded                 ME Bank offers home loans to all Australians.
  as ME Bank.

   2009
                                    ME Bank gets a new identity that reflects
                                    the bank’s digital and growth aspirations.

                                                       2014

                                                                                          ME hits
                                                                                     400,000 customers.
                             ME Bank achieves $20 billion
                             in funds under management.                                    2017
                                        2013

     ME Bank realigns with industry
    super fund and union members                                                                                 ME hits
      signalling the launch of the                                                                          500,000 customers.
   ‘ME Bank Is Your Bank’ campaign.                                                                            ME turns 25.
                                                        ME introduces the lowest rate
               2010                                    Mastercard® in Australia – Frank.                          2019

                                                         New mobile app launched.

                                                                   2015

                                                                                           ANNUAL REVIEW 2019 25 YEARS OF ME   9
05.
Strategy.

ME’s long-term strategic objective is to continue to grow     4. ENABLE CUSTOMERS TO INTERACT
in relevance by creating a genuine banking alternative.          WITH THE BANK DIGITALLY
To that end, the bank will continue to pursue the following
strategic priorities.                                         ME will strive to enhance customers’ main channel of
                                                              choice, improve the customer experience and drive
1. FOCUS ON A CORE SET OF PRODUCTS                            efficiency through the digitisation of customers’ sales
                                                              and service processes.
ME will help Australians get ahead by offering a core set
of retail banking products that meet the personal banking     5. PROVIDE SIMPLE
needs of the majority of Australians. These include:              PRODUCT PROCESSES
• home loans                                                  ME will ensure a frictionless and simple application
• personal loans                                              process for customers across its products. ME will
                                                              continually improve its services for the mortgage
• credit cards                                                segment by striving to make it easy for both brokers
• an everyday transaction account                             and customers to obtain and manage a mortgage at ME.
  and online savings account
                                                              6. EXECUTE EFFECTIVELY
• term deposits.
                                                              ME will enable the organisation to rapidly and effectively
2. LEVERAGE ITS CORE PURPOSE                                  deliver the capabilities required in a fast changing and
                                                              competitive environment through empowered teams
ME will deliver on its core purpose of ‘helping all           and agile and flexible business architecture.
Australians get ahead’, with an overall value proposition
that improves the financial position of its customers,        7. OPERATE EFFICIENTLY
using this to differentiate relative to its competitors.
                                                              ME will target a ROE of 8+% in a challenging environment
3. BE CUSTOMER-FOCUSED                                        by driving efficiency through an operating model that
                                                              drives digitisation and automation in parallel
ME will be customer-focused in everything it does             with improving the customer experience.
both internally and externally to drive an experience
that is intuitive to the way customers behave and
make decisions.

10
PRODUCTS AND SERVICES
ME’s focus is on providing retail banking products              The bank has a national team of mobile lenders who
to help Australians save, transact and borrow. It is            specialise in home loans and visit customers at a time
committed to providing products that enable people              and place convenient to the customer. ME also offers
to meet their financial goals, including achieving their        its home loans through a national network of mortgage
dream of owning a home. The bank offers these                   brokers and aggregators as well as a direct sales team
products through a variety of channels.                         which accepts home loan applications over the phone.
                                                                Credit card, transaction products and deposit products
                                                                can be opened online.

  Personal banking products                   Business products                       Servicing customers
  • Home loans                                • 11am account                          • Australia-based national
  • Personal loans                            • Term deposits                           customer contact centre
  • Credit cards                              • Electronic certificates               • Mobile-friendly website
  • Transaction accounts                        of deposit                            • Internet banking
  • Online savings accounts                   • Business online                       • Mobile app
                                                savings accounts
  • Term deposits
                                              • Cash notice accounts
                                              • Portfolio funding
                                                (specialised lending)

PORTFOLIO FUNDING
ME launched a new portfolio funding business in FY19
to finance loans and other receivables originated and
managed by partner businesses as well as to diversify
its income stream.
The portfolio funding business builds on ME’s existing
securitisation and credit skills and provides innovative
funding opportunities for a new range of business
partners, including third-party lenders and fintechs.

                                                                                          ANNUAL REVIEW 2019 STRATEGY    11
06.
Operating environment.

INTEREST RATES                                                   CREDIT GROWTH
The first half of 2019 was characterised by a shift in           Credit growth and the housing market have experienced
the approach of the RBA to monetary policy settings,             significantly lower growth than in past years. While the
resulting in two rate reductions totalling 50 basis points.      correction in house prices seen over the last 18 months
The key domestic driver for the rate cuts has been the           appears to have run its course, weak consumer confidence
view that there remains excess capacity in the labour            is likely to constrain house price growth over the next
market, with the unemployment rate at around 5.2%                1–2 years. Housing credit growth has fallen to its lowest
and a significant level of underemployment. The excess           level since 1977, proving headwinds on business growth.
capacity means there has been minimal wages growth               2019 data showed housing credit growth was a bit
pressure and flow-on effects to inflation more broadly.          below 4% year-on-year. There have been a number of
With the broader target for unemployment being closer            actions taken more recently by APRA and the RBA to
to 4.5% and a concern that unemployment could increase           provide support and stimulus to credit growth over the
going forward, the RBA will likely maintain an easing bias.      planning period. These include reducing the interest rate
Lower interest rates put pressure on margins, given the          floor for mortgage affordability calculations, easing of the
asymmetry in the repricing profiles of assets and liabilities.   quantitative controls on investor lending, and the 50 basis
                                                                 points cut in the cash rate. Lower credit growth will require
                                                                 banks to put greater focus on maintaining asset quality.

12
COMPETITIVE ENVIRONMENT                                       REGULATORY DEVELOPMENTS
Given the historic low cycles for both the official cash      In the aftermath of the Royal Commission and in the
rate and Australian credit growth environment, strong         context of regulators more closely scrutinising banks,
competition has persisted for both deposit and home           work on enhancing risk management controls continues
loan customers. This has been exacerbated by the              across the industry. Changing requirements include
emergence of neobanks and non-traditional lenders             maintaining capital ratios in the top quartile globally
who have introduced product and service innovations,          and in the future, the likelihood of further developments
including digital and payment ecosystems, and small           around responsible lending reforms. This heightened
business lending. This has increased pressure on banks        risk management environment is increasing regulatory
to maintain competitive interest rates and service            and compliance costs.
offerings in order to drive targeted balance sheet
and customer growth.

CUSTOMER
Customer expectations continue to centre on the need
for greater self-service and digital access. The latter has
driven a shift in focus across competitors toward product
simplification and customer remediation activities. ME
continued to maintain focus on simplification of its T24
core product set, as well as investing in an overhaul of
its digital ecosystem which will include a completely
new mobile app and upgraded internet banking,
enhanced by integrated digital payments and new
payment platform functionality.

                                                                            ANNUAL REVIEW 2019 OPERATING ENVIRONMENT      13
07.
FY19 performance.

FINANCIAL PERFORMANCE
ME’s statutory profit after tax was $67.1 million, a                           For the year ended 30 June 2019, the following
decrease of 25% on the previous year, noting the impact                        reconciling differences between net profit after tax
of losses on hedging instruments and an impairment                             (underlying) and net profit after tax (statutory) existed:
loss on statutory profit (refer to Tables 1 and 2). ME’s
underlying NPAT was $99.8 million for the year, 3%                             Table 2 Reconciliation of statutory profit to underlying profit
up on the previous year, reflecting strong ongoing
home loan growth. ME maintained a healthy asset                                Reconciliation of statutory profit to underlying profit
growth trajectory over the 12 months to 30 June 2019,                                                                        FY19 ($m) FY18 ($m)
increasing its home loan portfolio by 7.3% to $26.3
billion compared to market growth of 3%, a growth                              Net profit after tax (statutory)                       67.1        89.1
rate of 2.5 times system for the 12-month period.
                                                                               Net profit after tax (underlying)                     99.8        96.5
Table 1 FY19 key financial metrics
                                                                               Realised and unrealised gains/
                                                                                                                                     (3.2)         3.6
                                                                               (losses) on hedging instruments
Key Metrics                             FY19          FY18       Change
                                                                               Impairment losses – other                           (14.4)            -
Total on and off-balance
                                         $31.1        $28.3           10%
sheet assets($bn)                                                              IT system remediation and
                                                                                                                                    (15.1)       (11.0)
                                                                               decommissioning costs
Lending assets
                                        $26.2         $24.2             8%
on-balance sheet ($bn)

Customer deposits
                                        $16.3         $14.8           10%
($bn)

Profit – statutory
                                           67.1         89.1         -25%
(after tax)* $m

Profit – underlying
                                         99.8          96.5             3%
(after tax) $m

Return on equity
                                         7.2%           8.1%      -0.90%
– underlying

Net interest margin                     1.59%         1.62%         -3bps

Cost-to-income –
                                       64.8%         64.5%         0.30%
underlying
*As statutory profit includes realised and unrealised gains and losses on
hedging instruments (primarily interest rate swaps) and other one-off items,
ME uses underlying NPAT as its key profit measure.

14
Gain/(loss) on hedging instruments
                                                                                                                     99.8
Effective 1 July 2014, the bank adopted hedge accounting                                                    96.5
                                                                                              85.2
and as a result, any mark to market movement of interest
                                                                                74.7
rate swaps from that date has been reflected in the cash
flow hedge reserve in the equity section of the balance          58.1
sheet. The losses for the year ended 30 June 2019
represent an unfavourable movement in fair value
of ME’s interest rate basis swaps.

Impairment loss – other                                         FY15           FY16           FY17          FY18     FY19
During the year, ME took the strategic decision to          Figure 3 Underlying net profit after tax ($m)
stop its investment in a new credit card platform and
associated new credit card products. Among other
factors, it was not economically feasible to continue due
to the expectation the credit card market is undergoing
significant disruption. As a result, an impairment loss
relating to the value of the associated development
costs (intangible asset) has been recognised.

IT systems remediation and decommissioning costs
These represent the:
• costs of decommissioning ME’s legacy home loan
  system, Ultracs, as a result of the implementation
  of the new core banking system, T24
• one-off transition costs of consolidating
  multiple service providers for IT infrastructure,
  application solutions and support services with
  ME’s partner, Capgemini
• work focused on improving the customer
  experience and driving productivity benefits
  in the bank’s operations
• technical cost of meeting new regulatory
  and compliance requirements
• costs of fixing system errors and associated
  customer remediation.

                                                                                       ANNUAL REVIEW 2019 FY19 PERFORMANCE   15
Operational efficiency                                             69.2

The primary measure of operational efficiency is
the CTI ratio. In the past four years, this ratio has seen
a relatively steady reduction from 65.8% to 64.8% (refer                           65.8
to Figure 4). Pressures on NIM and cost management will
                                                                                                                                      64.8
remain as the bank continues to improve its core systems.                                                             64.5
                                                                                                    63.5
The overarching objective of the focus efficiency area is
to achieve a 50% CTI ratio within five years. The discrete
areas of focus are:
• Cost growth: the objective is to limit the cost growth          FY15             FY16             FY17              FY18            FY19

  over the next three years through efficiency gains          Figure 4 Cost-to-income ratio (%)
  within each business unit.
• Program of work (PoW): the PoW initiatives will start                                                                               20.8
  to accrue annual benefits and cost savings across all                                                                25.2                   1.6
                                                               400                                                              2.9
  business units.                                                                                                                     414.1
                                                                                          45.5          32.1
                                                                                                                6.0
• Initiative cost buckets: ME will define and accelerate                  61.2                   10.4
                                                                                                                       397.1
                                                               300
  optimisation of large-cost categories to realise benefits                       16.8                  336.3
  in FY20 and beyond.                                                                    314.6
                                                               200        279.0
Balance sheet
The migration of loans from ‘off-balance sheet’ to              100
‘on-balance sheet’ is nearly complete (with a residual
$200 million of off-balance sheet assets remaining as
at 30 June 2019). ME is currently only originating loans          0
                                                                          FY15            FY16          FY17           FY18           FY19
from its own balance sheet. This change is reflected in
the management fee income decreasing and net interest           ■ Net interest income      ■ Management fee income             ■ Other income
income increasing (refer to Figure 5). Net interest income    Figure 5 Revenue ($m)
increased 4% (or $17 million) to $414.1 million in FY19.

Assets                                                                                                                                 31.1
                                                                                                                      28.3
Total assets under management (on-balance and                                                       26.5
off-balance sheet excluding offset account balances)                               24.7
                                                                  23.3
grew by 10% to $31.1 billion in FY19.
Total on-balance sheet assets grew by 11% from
$27.9 billion to $30.9 billion, which was driven by
increases in lending assets (loans and advances)
of $1.7 billion. Home loans remain a core focus, and
account for 99% of all lending assets. In FY19, the
bank settled over $6.3 billion of home loans.
                                                                  FY15             FY16             FY17              FY18            FY19

                                                              Figure 6 Total assets ($bn)

16
Funding
                                                                                                                              6,209
Strong growth in household deposits occurred over the                                                          4,537
                                                                                                 4,981
full year as they reached $8.6 billion, an increase of 13.4%
                                                                                   5,059                                          6,416
or a growth rate of 2.6 times system. Market share of             4,949
                                                                                                               6,842
household deposits increased from 0.85% to 0.92%.                                                6,856
                                                                                   6,230
The quality of funding improved with household                     6,071
deposits funding 43% of ME’s loan assets (excluding                                                            14,787         16,287
                                                                                                 12,574
securitisation), up from 39%. Household deposits are              8,836           10,480
forecast to fund the majority of the bank’s asset growth
for the foreseeable future. The bank met
its stable funding targets earlier than planned.                   FY15            FY16           FY17          FY18              FY19

Securitisation continues to be an important source                         ■ Customer deposits   ■ Wholesale   ■ Securitisation
of funding (refer to Figure 7), representing 22% of            Figure 7 Funding mix ($m)
total funding. In May 2019, a new home loan warehouse
was settled, providing a funding facility limit of $1.0
billion. The most recent securitisation vehicle was
launched in June 2019 with an issue size of $1.75 billion.
The transaction represents the largest deal by an
issuer outside of the major banks post the Global
Financial Crisis.
As part of the transition to the net stable funding
ratio (NSFR), ME has realigned its definition of customer
deposits to align with APRA’s definition under NSFR.
The chart on the right illustrates this change.

                                                                                          ANNUAL REVIEW 2019 FY19 PERFORMANCE             17
Capital management                                           18%                                                                                 300

                                                                                                                                                 250
The bank manages its capital in line with the requirements
                                                             16%
of APRA and is very focused on the requirements of the                                                                                           200
rating agencies to at least maintain its credit rating.      14%                                                                                 150
Management has developed and employed systems                                                                                                    100
and processes to identify and measure risks to ensure        12%
                                                                                                                                                 50
the bank is appropriately capitalised. In managing its                    200             100      40
                                                             10%                                                                                 0
capital, the bank is committed to increasing the internal
                                                                Jul 17 Jan 18 Jul 18   Jan 19 Jul 19 Jan 20 Jul 20 Jan 21   Jul 21   Jan 22 Jul 22
generation of capital commensurate with the increased
business risks that are inherent in growing its business.      ■ Capital issuance ($m)           RAC ratio (inc. forecasted capital draws)
The bank monitors the structure of capital through the         ■ ATD1 issues ($m)                RAC ratio – S&P minimum
Asset and Liability Committee (ALCO) to make sure the
                                                             Figure 8 S&P’s rating agency capital ratio until July 2022
capital held meets the requirements of APRA.

Externally imposed capital requirements                      12.5%

APRA guidelines require capital to be allocated against        12%
credit, market and operational risks. The bank must
                                                             11.5%
maintain a minimum ratio of qualifying capital (comprising
Tier 1 and Tier 2 capital) to assets and off-balance sheet     11%
exposures determined on a risk-weighted basis.
                                                             10.5%
The bank has met the minimum capital ratio
requirements at all times during the financial year.           10%

                                                              9.5%
Capital adequacy ratio                                            Jun 17           Jun 18         Jun 19         Jun 20          Jun 21          Jun 22
The minimum internal capital adequacy ratio set by the          ■ Capital issuance ($m)
board remained at 11.5% during the financial year ended           Moody’s capital calculation           Moody’s minimum rating (M rating band)
30 June 2019.
                                                             Figure 9 Moody’s capital ratio until June 2022
The Standard & Poor’s (S&P) capital ratio methodology
differs from APRA as the bank is required to maintain        The year-end prudential capital ratio was as follows:
a 15% ratio rather than the internal minimum of 11.5%.
                                                             Table 3 Capital adequacy ratios
The Moody’s capital ratio methodology also differs
from APRA as the bank is required to maintain an                                                                      FY19 %                 FY18 %
11% ratio rather than the internal tier 1 capital minimum
of 9.5%. Moody’s does not recognise AT1 capital in           Tier 1
its methodology.
                                                                Common Equity Tier 1                                          9.5                    9.7

                                                                Additional Tier 1                                             2.9                    2.0

                                                             Tier 2                                                           3.4                    3.4

                                                             Total capital ratio                                            15.8                     15.1

18
For customers
looking to
purchase their
own home, ME’s
core home loan
products offer
competitive rates
and features.

            ANNUAL REVIEW 2019 FY19 PERFORMANCE   19
08.
Customer growth.

Over the last financial year, ME grew its customer                                                             518,000
                                                                                                     474,000
base by 9% from 474,490 to 517,868 (refer to
                                                                                           420,000
Figure 10). This growth is reflective of the breadth
                                                                             366,000
and competitiveness of the ME product offering.                 338,000

For customers looking to purchase their own home,
ME’s core home loan products offer competitive rates
and features. ME offers two core deposit products – an
online savings account, which pays a bonus interest rate
to retail customers who meet the qualifying criteria, and
term deposits which offer competitive rates. In FY19, ME
significantly grew its term deposit base via clients who          FY15         FY16         FY17      FY18       FY19
use wealth intermediaries. ME also offers operational and
                                                              Figure 10 Customer numbers
innovative cash solutions for various industry super funds.

20
KEY CUSTOMER ACHIEVEMENTS
1. ME launched national marketing campaign
   post-Royal Commission
In the face of negative customer sentiment post-Royal     Despite the level of distrust uncovered by the research,
Commission, ME came up with a term that captured the      ME found only 14% of Australians were doing something
essence of how disenfranchised Australians were feeling   about their primary banking relationship. The term
about their finances – ‘bank-xiety’. The campaign was     ‘bank-xiety’ became the basis of a nationwide marketing
based on research findings that revealed Australian’s     campaign based around prompting Australians to talk
distrust toward banks is almost universal:                about their bank-xiety and take action on these feelings
                                                          of distrust by reconsidering one of their most important
• 95% of Australians agree bank products and rates
                                                          institutional relationships.
  aren’t as simple and transparent as they should be
                                                          The campaign reached 12.1 million Australians.
• 95% agree banks sometimes put profits
  before customers
• 94% agree banks don’t act in their best interest.

                                                                             ANNUAL REVIEW 2019 CUSTOMER GROWTH   21
2. Internal customer forum
The bank established an internal customer forum to
review customer feedback and elevate the voice of
customers across the bank. Chaired by ME’s customer
advocate, the forum has focused on identifying key
pain points for customers, exploring the drivers of
these pain points, and implementing changes to
policies, processes and products that will deliver
better customer experiences.

22
3. ME helps older Australians get ahead
In December 2018, ME finalised a $100 million funding
facility for Household Capital. This facility enables
Household Capital to provide equity release mortgages
to retirees who are seeking to use the equity in their
home. While Household Capital’s primary focus is on
creating an annuity stream for retirees, it also lends
towards aged care needs, debt consolidation, house
maintenance costs and inter-generational wealth transfer.
ME’s partnership with Household Capital is an important
way of helping all Australians get ahead – in this case,
older Australians looking to improve their standard of
living in retirement while remaining in their home.

                                                            ANNUAL REVIEW 2019 CUSTOMER GROWTH 23
4. ME reaches significant CCR milestone
Under the Comprehensive Credit Reporting (CCR)                Other benefits include:
regime, positive customer information is now available
                                                              • better matching of loan types and amount
through Australia’s national credit bureaux – including
                                                                according to borrower capacity
accounts that have been opened, the credit limits on
those accounts and repayment history.                         • fairer access to loans
In an important milestone, ME is now sharing its              • reduced risk of over-extended customers.
customers’ home loan and personal loan data with
                                                              On the back of CCR, it is expected that a significant
the major credit bureaux. This means ME will be able to
                                                              proportion of customers will have their good credit
consume data from many other credit providers when
                                                              behaviour reflected in their credit score – a great
assessing a credit application, which will allow it to have
                                                              development for customers looking to obtain credit.
a more complete and balanced picture of a customer’s
credit position.

24
5. Helping first home buyers through credit policy
During the year, ME altered its credit policy to help more
first home buyers get ahead. The policy allows those who
want to buy a high-density property in a development
up to 50 units to take out a ME loan with an increased
loan-to-value ratio of 95%. Previous policy restricted
lending in high-density locations to 85% when there
were more than 10 units in a development. First home
buyers are often less able to accumulate sizeable
deposits and high-density apartments are an affordable
entry point into the property market.

                                                             ANNUAL REVIEW 2019 CUSTOMER GROWTH 25
6. Helping more home owners who use brokers
ME showed its strong support for the mortgage broker       November 2018 marked seven years since ME launched
community throughout the Royal Commission, working         its broker channel. Brokers now contribute around 70%
closely with policymakers on how best to implement final   of home loan sales and have provided the ability for ME
changes around broker remuneration.                        to connect with customers who would prefer to engage
                                                           with a broker.
In May 2019, ME joined Mortgage Choice’s lending
panel. Mortgage Choice is Australia’s second largest
mortgage broker with over 500 brokers, and this new
partnership has allowed ME to build on its position
as a lender of choice through all major broker and
aggregator groups.

26
7. Digital service improvements for customers
ME continues to invest in new technology to improve            • the ability for customers to view their bank statements
the customer experience. Achievements in this                    in their mobile app, in addition to internet banking
sphere include:
                                                               • the ability for new customers who open a credit card
• the option for ME’s Android users to log on to their           account as their first account to activate their card
  mobile app using their fingerprint, a feature previously       immediately on the app
  only available to iPhone users
                                                               • the ability for Everyday Transaction Account and
• a series of new icons in the mobile app to assist people       Online Savings Account customers to see their
  who like dividing their money into separate buckets            pending transactions, both in internet banking
                                                                 and the app.
• the ability for ME customers to reduce their credit card
  limit or close their credit card accounts through internet   ME’s website was recognised as the joint top financial
  banking, in line with new ASIC credit card reforms           services website alongside BankSA in Google’s
                                                               benchmarking study Masters of Mobile: Australia
                                                               and New Zealand Report.

                                                                                  ANNUAL REVIEW 2019 CUSTOMER GROWTH 27
8. ME relaunches content hub to help
   Australians get ahead
ME relaunched its personal finance blog ‘The Feed’,
which publishes lifestyle and financial insights as well
as the latest trends in money and property buying.
The relaunch involved a user experience re-design
and optimisation of content to be more engaging,
useful and relevant to the financial education customers’
wants. The relaunched content hub has seen a 91%
increase in traffic, with more and potential customers
accessing information to improve their financial
knowledge.

28
9. Australia’s leading social bank
ME was Australia’s fastest growing and most engaging
bank on social media due to its consistently compelling
content that spoke to customers’ interests, values and
trending topics of conversation. Examples of this include
ME’s April Fool’s Day post which reached more than
176,000 people on Facebook, Twitter and Instagram.
The post was picked up by a total of 29 media outlets,
including Channel Nine National News, and reached
more than two million Australians.

                                                            ANNUAL REVIEW 2019 CUSTOMER GROWTH 29
09.
Governance.

CORPORATE GOVERNANCE
ME is committed to fulfilling its corporate governance    The bank’s approach to corporate governance recognises
obligations and responsibilities in the best interests    a range of principles and frameworks. These include the
of the bank and its shareholders. Good corporate          ASX Corporate Governance Council Corporate Governance
governance is based on a set of values and behaviours     Principles and Recommendations and APRA Prudential
that: a) underpin day-to-day activities, b) provide       Standards. The board is conscious that best practice
transparency and fair dealing, and c) promote financial   in the area of corporate governance is continuously
stability and healthy economic growth that can deliver    evolving and will continue to anticipate and respond
better outcomes for customers.                            to further corporate governance developments.
In performing its role, ME’s board is committed to a      The bank’s Corporate Governance Statement outlines
high standard of corporate governance practice as well    the key components of ME’s corporate governance
as fostering a positive and engaging high performance     framework. This provides guidance for the board,
culture. This encourages values-based leadership to       executives and employees, and defines their respective
enable the execution of the bank’s strategy and to        roles, responsibilities and the conduct expected of
create a diverse and inclusive workplace.                 them. The framework establishes the structure through
                                                          which the bank sets its objectives and ensures strategic
                                                          guidance of the bank, as well as the effective monitoring
                                                          of the ongoing performance of management by the
                                                          board, and the board’s accountability to the bank and
                                                          its shareholders.

30
BOARD                                                      Table 4 Criteria for ME board directors

As of 30 June 2019, the board comprised eight                                                    Skills, knowledge
independent directors.                                     Attributes                            and experience
ME is committed to ensuring that the composition           • Desire to contribute to             • Retail banking
of the board continues to have the right mix of              long-term success as
individuals with relevant attributes, skills, knowledge                                          • Superannuation
                                                             opposed to short-term
and experience, with the overall competence collectively     expediency                          • Industrial relations
to deal with the current and emerging issues of the
business and to effectively review the performance of      • Commitment to                       • Human resource
management. These criteria are summarised to the right:      the bank’s values                     management
                                                           • Willingness to embrace              • Sales
                                                             change and resolve
                                                                                                 • Marketing and branding
                                                             dilemmas
                                                                                                 • Accounting and finance
                                                           • Ability to confront
                                                             and defuse political                • Risk management
                                                             interference so that it               and controls
                                                             does not prevent sound
                                                                                                 • IT
                                                             decision-making
                                                                                       •             Digital
                                                           • Ability to focus on the
                                                             big picture and strategic •             Governance
                                                             context of decisions
                                                                                       •             Communications
                                                           • Capacity to build
                                                             harmonious, productive •                Auditing
                                                             working relationships     •             Compliance
                                                           • Confidence to express
                                                             views openly at all levels
                                                           • Strong desire to see
                                                             the management team
                                                             develop and succeed
                                                           • Ability to focus on the
                                                             process by which results
                                                             are achieved as well as
                                                             the results themselves
                                                           • Ability to consider
                                                             various alternatives
                                                             when faced with
                                                             complex situations

                                                                                          ANNUAL REVIEW 2019 GOVERNANCE     31
Cheryl Bart AO                              Christine Christian
The board has a diverse range of         Non-Executive Director                      Non-Executive Director
experience in banking and financial      Director since July 2016                    Director since November 2012
services as well as in other sectors.    Cheryl is Chair of the Digital Committee,   Christine is the Chair of the Risk and
The experience of the board              a member of the Audit and Governance        Compliance Committee, Chair of the
members is set out here.                 Committee (from 12 April 2019) and a        Nominations Committee (from 4
                                         member of the Risk and Compliance           October 2018 until that committee
                                         Committee (to 15 May 2019). She             was dissolved on 15 May 2019) and a
                                         is currently Chair of Powering              member of the Audit and Governance
                                         Australian Renewables Fund, and a           Committee. Christine is an independent
                                         non-executive director of SG Fleet          company director; she is currently
                                         Group Ltd, Audio Pixels Holding Ltd,        Chair of Kirwood Capital and Deputy
                                         TEDxSydney, and was a non-executive         Chair of FlexiGroup Ltd. She is a
                                         director for the Invictus Games 2018.       director of State Library of Victoria,
                                         Cheryl has a diverse director portfolio     Lonsec Financial Group, La Trobe
                                         background, chairing both committees        University, the Cranlana Programme
James Evans                              and boards across the utilities, funds      and the Victorian Managed Insurance
Chairman                                 management, auto-finance and                Authority. She also has more than 30
Director since April 2019                leasing, broadcasting, technology and       years’ experience in senior executive
Chairman since April 2019                infrastructure sectors. Her previous        roles in Australia and overseas, primarily
                                         non-executive directorships include         in the credit risk, financial services and
In addition to his role as Chairman
                                         Chairman of ANZ Trustees Ltd, South         global business publishing sectors –
of the board, Jim is a member of the
                                         Australian Environment Protection           including 14 years as CEO of Dun &
People and Remuneration Committee
                                         Authority and South Australian Film         Bradstreet Australia and New Zealand,
(from 15 May 2019). Jim has over 40
                                         Corporation, as well as a non-executive     Chairman of Dun & Bradstreet Consumer
years’ experience, including 30 years
                                         director of the Australian Broadcasting     Credit Services, and Executive Director
in banking and financial services.
                                         Corporation, Football Federation            of Dun & Bradstreet India.
He is currently Chairman of ASX
                                         Australia, Prince’s Trust Australia and
100-listed company Pendal Group
                                         Spark Infrastructure Ltd.
Limited and its major subsidiary J O
Hambro Capital Management Holdings
Limited. He is also a non-executive
director of Investa Wholesale Funds
Management Limited and ICPF
Holdings Limited. Jim worked at                                                      Peter Everingham
Commonwealth Bank for more than                                                      Non-Executive Director
10 years, including five as Chief Risk   David Issa                                  Director since April 2019
Officer of Wealth Management, during     Non-Executive Director                      Peter is a member of the Digital
which time he held directorships         Director since March 2019                   Committee (from 1 May 2019) and the
in funds management, general             David is a member of the Digital            People and Remuneration Committee
insurance, life insurance and lease      Committee (from 12 April 2019) and          (from 15 May 2019). He has over 25
financing businesses. Jim has            the Audit and Governance Committee          years’ corporate experience including
served as the Chairman of Suncorp        (from 15 May 2019). He is currently         18 years in the digital sector. Peter is
Portfolio Services Limited and as a      a director at Industry Fund Services        currently a director of Super Retail
non-executive director of Australian     and has over 30 years’ experience in        Group and iCar Asia. He is also a
Infrastructure Fund Limited as well as   the digital, technology, banking and        governor and Director of the World
Hastings Funds Management Limited.       insurance industries. His previous roles    Wide Fund for Nature Australia. He
                                         include director of Superpartners, CEO      was formerly Managing Director of
                                         of online consumer networks One Big         SEEK Limited’s International Division
                                         Switch and FiftyUp Club as well as          and served as a non-executive director
                                         CEO of Personal Insurance and CIO at        of its education businesses IDP
                                         Insurance Australia Group. At Westpac       Education, Online Education Services
                                         Banking Corporation, David held roles       and Think Education. He was also
                                         including CIO at Institutional Banking      Chairman of SEEK’s China subsidiary,
                                         Group, Program Director at Westpac          Zhaopin Limited. Prior to SEEK, Peter
                                         Investing, and CEO of the bank’s wholly     was Director of Strategy for Yahoo! in
                                         owned software incubator Qvalent.           Australia and Southeast Asia.

32
DIRECTORS WHO
                                                                                     RETIRED DURING
                                                                                     THE YEAR

Greg Combet                                 John Nesbitt
Non-Executive Director                      Non-Executive Director
Director since November 2014                Director since February 2017
Greg is a member of the Risk and            John is Chair of the Audit and
Compliance Committee and the People         Governance Committee as well as a        Ken Hodgson
and Remuneration Committee (to 15           member of the Risk and Compliance        Chairman
May 2019), and Chair of the Investments     Committee, the Investments and           Retired March 2019
and Partnerships Strategy Committee         Partnerships Strategy Committee          In addition to his role as Chairman of the
(until that committee was dissolved         (until that committee was dissolved      board, Ken was the Chair of the People
on 15 May 2019). He is Chair of IFM         on 15 May 2019) and the Nominations      and Remuneration Committee and a
Investors and Industry Super Australia,     Committee (until that committee          member of the Audit and Governance
and Director of Greg Combet Pty Ltd.        was dissolved on 15 May 2019).           Committee, the Investments and
He also holds a number of consultancy       John is a non-executive director
and advisory roles. Greg held various                                                Partnerships Strategy Committee and
                                            and Independent Chairman of AMP          the Nominations Committee until his
cabinet, ministerial and parliamentary      Capital Holdings Limited as well as
roles within the Australian Government                                               retirement from the board in March
                                            a non-executive director of General      2019. He is a director of Hydro Tasmania
from 2007 to 2013, including as Minister    Reinsurance Life Australia Limited,
for Industry and Innovation, Minister for                                            and spent 28 years working at Westpac
                                            General Reinsurance Australia Limited    and National Australia Bank in their
Climate Change and Energy Efficiency,       and Evolve Housing Limited (previously
and Minister for Defence Personnel,                                                  retail banking divisions – including as
                                            Affordable Community Housing             General Manager, Consumer Financial
Science and Materiel. He was formerly
                                            Limited). John has over 40 years’        Services at Westpac and as General
Secretary of the ACTU and a director
                                            experience across broader financial      Manager, Personal Financial Services at
of AustralianSuper. During the year,
                                            services, property, infrastructure,      National Australia Bank. Ken previously
he was a patron of Mine Dust
                                            technology and chartered accounting      worked for AGL Energy Ltd as Group
Victims Group.
                                            experience through his previous          General Manager, Retail Energy.
                                            roles as CEO of Suncorp Banking
                                            and Wealth, Group Chief Financial
                                            Officer (CFO) of Suncorp Group
                                            Limited as well as Group CFO and
                                            Group Executive Private Wealth at
                                            Perpetual Limited and CFO roles at
Elana Rubin                                 Lend Lease Corporation Limited.
Non-Executive Director                      He has previously been Chair of the      Justin Milne
Director since October 2016                 Perpetual Superannuation Board and       Non-Executive Director
Elana is a member of the People and         has had memberships at a number of       Retired October 2018
Remuneration Committee and was              complex joint venture and industry
                                                                                     Justin was a member of the Digital
appointed Chair of that committee on        representative boards.
                                                                                     Committee until his retirement from the
15 May 2019. Elana is also a member of                                               board in October 2018, after which he
the Risk and Compliance Committee                                                    remained a consultant to the committee
(from 15 May 2019). She was a member                                                 until January 2019. He is a non-executive
of the Digital Committee (to 15 May                                                  director of Tabcorp Holdings Ltd and
2019), the Investments and Partnerships                                              NBN Co Ltd. Justin is a former Chairman
Strategy Committee (until that                                                       of NetComm Wireless Limited, MYOB
committee was dissolved on 15 May                                                    Group Limited, Australian Broadcasting
2019) and the Nominations Committee
                                                                                     Corporation and pieNETWORKS
(until that committee was dissolved
                                                                                     Limited, and was a director of SMS
on 15 May 2019). She is currently a
                                                                                     Management and Technology Limited,
director of Mirvac Group, Afterpay
                                                                                     Basketball Australia Limited. He was
Touch Group, Slater and Gordon as well
                                                                                     also CEO of OzEmail and the Microsoft
as several unlisted and/or government
                                                                                     Network. Justin had an executive career
bodies in insurance, funds management,
                                                                                     in telecommunications, marketing and
infrastructure and property sectors.
Elana has over 20 years’ experience                                                  media. From 2002 to 2010, he was
as a non-executive director on private,                                              Group Managing Director of Telstra’s
government and not-for-profit boards.                                                broadband and media businesses and
Previous non-executive directorships                                                 headed up Telstra’s BigPond New Media
include Chair of AustralianSuper.                                                    businesses in China.

                                                                                        ANNUAL REVIEW 2019 GOVERNANCE 33
BOARD RESPONSIBILITIES
The bank has laid solid foundations       • reviewing and approving             • overseeing the appointment, and
for the management and oversight            the Business Plan and budget          when necessary, replacement of
of its operations and administration,                                             other senior executives
                                          • agreeing on strategy
including clear guidelines on
                                                                                • supporting the CEO in
who the board comprises; well             • providing strategic direction to
                                                                                  nurturing staff and developing
understood delineations on the roles        the bank by engaging with the
                                                                                  succession plans
of Chairman, Company Secretary              CEO in the development and
and CEO; and clear enunciation of           oversight of the execution of       • approving the remuneration
the board’s priorities.                     the Business Plan and budget          framework
The composition of the board is           • monitoring performance against      • performing other such functions
determined in accordance with               the Business Plan and budget and      as prescribed by law or assigned
the ME Constitution and the                 reviewing that performance with       to the board.
following guidelines:                       the CEO
                                                                                The Board Charter, which is reviewed
• The board maintains a majority          • setting the bank’s risk appetite    from time to time to ensure it remains
  of independent non-executive              and ensuring the bank has           consistent with the board’s objectives
  directors.                                in place an appropriate risk        and responsibilities, and the ME
                                            management framework and            Constitution, are available on the ME
• The board comprises directors
                                            processes which support that        corporate website mebank.com.au
  with an appropriate range of
                                            appetite and within which
  qualifications and experience.                                                The primary role of the board is to
                                            management must operate
                                                                                protect the rights and interests of
• In accordance with the Board
                                          • approving any major corporate       the bank and to create value for
  Renewal Policy, the directors are
                                            initiatives                         its shareholders and their members,
  rotated through the mechanisms                                                having due regard to the interests
  contained in the ME Constitution,       • ensuring that management            of other stakeholders. The board has
  which require a third of directors        decisions are consistent with       overall responsibility for overseeing
  to retire in each year, with a            delegated authorities and the       the effective management and
  three-year rotation period for            interests of shareholders           control of the bank and supervising
  each director. Directors retiring                                             management’s conduct within a
                                          • overseeing the integrity of
  by rotation may stand for                                                     control and authority framework,
                                            the bank’s accounting and
  re-appointment. This process                                                  which is designed to enable risk
                                            corporate reporting, including
  is used to periodically review                                                to be prudently and effectively
                                            the external audit
  and recommend changes in the                                                  assessed, monitored and managed.
  composition of the board.               • monitoring the effectiveness of     The role of the board is to approve
                                            the bank’s governance practices     strategic direction, guide and
The board’s authority level is
described in ME’s Constitution                                                  monitor management in achieving
                                          • assisting the CEO in creating
                                                                                its strategic plans, and oversee good
and in the bank’s Authorities and           the desired staff culture
                                                                                governance practice.
Delegations Policy and Matrix. The
                                          • fostering an environment of
Board Charter, on the other hand,                                               The board meets at least 11 times a
                                            innovation and deep customer
sets out the roles and responsibilities                                         year and follows meeting protocols
                                            understanding
of the board as set out below:                                                  designed to ensure all directors are
                                          • ensuring the bank’s shareholders    appropriately informed and properly
• appointing and, if necessary,
                                            are provided with the appropriate   consider all agenda items.
  removing the CEO
                                            information in a timely manner

34
CHAIRMAN                                 BOARD COMPOSITION                          INDEPENDENCE
AND COMPANY                              The board is conscious of the need         The board recognises the
SECRETARY’S DUTIES                       to ensure proper processes are in          importance of directors bringing
The Chairman is elected from the         place to deal with succession issues       independent judgement to all board
independent non-executive directors.     at a board level. The board believes       decisions. In board deliberations,
The responsibilities of the Chairman     succession and renewal planning            directors are expected to be free of
are set out in the Board Charter.        should be managed over the                 any business or other relationship
                                         medium to longer-term, and that the        that could materially interfere with
The Company Secretary is appointed
                                         length of service of each director is      – or could reasonably be perceived
by the board. The Company Secretary
                                         appropriately balanced. The current        to materially interfere with – the
attends board and board committee
                                         directors possess an appropriate           independent exercise of their
meetings and is responsible for
                                         mix of skills, experience, expertise       judgement. The directors regularly
providing directors with advice on
                                         and diversity to enable the board          confer without management present.
corporate governance and other
                                         to discharge its responsibilities and
issues affecting the functioning
                                         deliver the bank’s strategic priorities.
and operations of the board. The
Company Secretary is responsible         The board may establish a
for monitoring compliance with the       Nominations Committee, with
board’s procedures and implementing      the responsibility to identify new
the governance framework to              directors as required. An external
give practical effect to the board’s     independent recruitment firm may
decisions. The Company Secretary is      be engaged as part of the process
also responsible for facilitating good   of recruiting and evaluating suitable
information flows between the board      candidates for appointment as
and its committees and between           a director.
the directors and management,
                                         Furthermore, before any letter of
as well managing the induction
                                         appointment is issued to a new
of new directors and the ongoing
                                         director, enquiries, reference checks,
professional development of directors.
                                         checks of bankruptcy and criminal
                                         records, and validation of other
                                         records are carried out to affirm
                                         to the board that the person is
                                         of sound character and has the
                                         relevant attributes desired by the
                                         board to be a director of ME. In
                                         addition, directors must satisfy any
                                         other requirements as set out in,
                                         or made in accordance with, the
                                         Fit and Proper Requirements in
                                         the Fit and Proper Policy and their
                                         letter of appointment.

                                                                                       ANNUAL REVIEW 2019 GOVERNANCE 35
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