Corporate Governance

Our Board and Executive members pride themselves on their commitment to excellence in all aspects of our business. This commitment is defined in our Board Charter and Code of Conduct. Our Board of Directors are responsible for our overall corporate governance and the key governance principles they adopt are set out in the Board Charter. While the Code of Conduct sets out the principles all employees are expected to uphold in order to promote the interests of BOQ and our shareholders.

The Board's commitment to excellence in corporate governance is also supported by the Principles of Good Corporate Governance and Best Practice Recommendations developed by the Australian Securities Exchange's Corporate Governance Council. These principles, together with the oversight of the Audit and Risk Committee, establish the framework of how the Board carries out its obligations.

To ensure the best possible representation on the Board, at least one third of Directors must retire from office at the AGM each year. Directors can be re-elected at the discretion of shareholders in a proxy vote. This rule forms part of our Constitution. The Board also reviews its own performance and those of its Committees according to the Board Performance Review and Renewal Policy with a view to achieving and maintaining the highest level of performance. Furthermore, Director attendance at Board and Committee meetings is publicly disclosed in our annual reports.

For more information on our corporate governance including Board responsibilities and structure, how we safeguard the integrity of our financial reporting and how we recognise and manage risk, please refer to our corporate governance statement.

Our commitment to human rights

Sustainability and an empathetic approach to doing business are key elements of BOQ’s values. BOQ is committed to contributing to society’s efforts to address and ultimately eliminate any exploitation of vulnerable people with which we may be involved, directly or indirectly, and to addressing any risk of slavery, human trafficking and forced labour. BOQ recognises that respecting and protecting human rights across our operations and supply chains is an area of great importance to our organisation, shareholders, customers and the communities where we operate. Accordingly, BOQ seeks to engage with suppliers and customers who have a similar ethical approach to doing business and has taken steps to manage its supply chain in this way. BOQ also takes its compliance obligations under the Australian Modern Slavery Act 2018 (Cth) seriously and reports on these requirements in its Modern Slavery Statement. Find BOQ's 2022 Modern Slavery Act Statement here. 

Regulators

We have a number of practices and policies in place to meet the requirements of regulators, industry bodies and other stakeholders. Compliance is important because it improves our risk management, but also flows through to culture, conduct and ultimately reputation.

We take a cooperative approach to our relationships with regulators and meet our obligations by:

  • proactively identifying compliance issues impacting us and establishing compliance systems and procedures to effectively and efficiently address these issues. This includes the continual development and implementation of our education and training program, communication program, monitoring and review program and reporting processes for compliance.
  • ensuring all employees actively participate in education and training programs and in the development and implementation of relevant compliance systems and procedures. 
Our regulators include
  • Financial performance

    Our aim is to be a quality investment for our shareholders by driving efficiencies, identifying strategic opportunities and ensuring our leaders are committed to our performance. It is also our responsibility to provide shareholders with honest and clearly understandable information about our operations.

    We maintain stringent cost and asset quality surveillance and aim to increase loan approvals, retail deposits, loans under management and total assets under management in a prudent manner.

    Maintaining credit quality, reducing bad debts and tightly managing margins and risk are also priorities. The Audit Committee is charged with making recommendations to the Board on the adequacy of external and internal audit. While the Risk Committee recommends to the Board the parameters of our risk management strategy, monitors our risk profile and oversees inherent risks.

    Detailed information about our financial performance is available through the financial disclosures section of our website.

  • Transparency and communications

    We operate openly and honestly and provide shareholders with ready access to balanced and clearly understandable information.

    Continuous disclosures are made to the Australian Securities Exchange (ASX) and where appropriate, information is provided to media to ensure communications have the greatest possibility of reaching investors and the general market.

    The Market Disclosure Policy provides a framework to help us keep the market informed of material information and enhance communication with the market.

    For all communications, shareholders are encouraged to receive these online rather than post to reduce our environmental footprint and to keep expenses down. To encourage this there is a dedicated Shareholder Centre on our website which contains details of financial results, ASX announcements, key dates and presentations and speeches.

    All shareholders are sent a Notice of Meeting one month prior to the AGM either by post or email, depending on their preference. Shareholders are encouraged to attend the AGM and to ask questions of the Managing Director and the Board. Shareholder queries and comments can also be submitted via the BOQ website, the share registry or by directly contacting Investor Relations.

    Further details on how we engage with shareholders is available in our corporate governance statement.

  • Share registry service

    We undertake regular reviews of the service provided by the share registry and put in place a service agreement to ensure shareholders receive the best possible level of service.

  • Sustainable lending and responsible lending

    Sustainable lending is about recognising our corporate and social responsibility to maintain a lending portfolio comprised of sustainable businesses. Find out more about our approach to sustainable lending.

    Lending responsibly is about ensuring that our loans meet our customer’s needs and objectives and suitable for their financial position. It is also about reducing our risk which is fundamental to the success of our business. The following are some of the procedures in place to ensure we remain responsible when lending:

    • We require at least one independent and experienced lender to view and approve every credit submission to bring objectivity and control to each decision.
    • The Bank’s Delegated Approval Authority is the framework for the approval of loan transactions. The DAA structure means that larger lending amounts, higher risk and more complex loan requests are decisioned by skilled Risk Assessment Managers, independent of line management.
    • We monitor the performance of our loan portfolios, to limit concentrations in terms of credit quality, geography, industry, product, maturity and large exposures Portfolio Management allows us to amend our risk appetite where required, and control the risk profile of our loan book.
    • We are committed to developing Risk Assessment Managers so they can evaluate the risks and mitigants of a proposed loan transaction.
    • We don’t provide credit for any illegal business or for purposes incompatible with our standing in the community.
    • We focus on building strong relationships with our customers so that we have a deep understanding of their needs and objectives and can explain the terms and conditions of our products. Managers with strong relationships with their customers are also more apt at identifying and assisting customers who encounter financial difficulty.
    • Our lending policies and procedures are managed and updated on a regular basis, in line with the required risk appetite changes, as well as regulatory and economic conditions.