2020–21 Annual Review

Corporate governance

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

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

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

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

Principle 1: Lay solid foundations for management and oversight

Functions reserved by the Board and those delegated to management.

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

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

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

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

  • Audit and Risk
  • Information Technology and Digital Transformation
  • Nominations
  • People and Remuneration
Appointment of Directors

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

Written terms of appointment

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

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

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

Diversity policy

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

Evaluation of performance of AFCA Board

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

An external performance evaluation was undertaken in late 2019, and will be repeated every three years.

Evaluation of performance of AFCA senior management

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

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

AFCA Board Independent Chair
  • Professor John Pollaers OAM (from 15 May 2021) – MBA, BCompSc, BEE (Hons)
  • The Hon Helen Coonan (to 14 May 2021) – BA, LLB
Consumer Directors
  • Carmel Franklin – BEd, Dip (Financial counselling)
  • Elissa Freeman – BA, GAICD
  • Erin Turner – BA, MPP, GAICD
  • Alan Wein – LLB, PRI-Med-NMAS
Industry Directors
  • Jennifer Darbyshire – BA, LLB (Hons), LLM, FAICD
  • Andrew Fairley – AM LLB (Melb) Hon Doc (Deakin) FAICD
  • Claire Mackay – BCom, LLB, LLM, GAICD
  • Johanna Turner – BA, LLB, GAICD
Company Secretary
  • Anna Campbell – BA (Hons), LLB, Dip Legal Practice, FGIA

Board bios

Independent Chair
Professor John Pollaers OAM

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

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

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

John holds an MBA from INSEAD and Macquarie University, as well as degrees in Electrical Engineering and Computer Science. He was awarded the Medal of the Order of Australia (OAM) in June 2018, for service to the manufacturing sector, to education and to business. He is also currently the Chancellor of Swinburne University of Technology in Melbourne.

The Hon Helen Coonan (Chair) – BA, LLB (term ended 14 May 2021)

Helen Coonan was appointed as the inaugural Independent Chair by the Minister for Revenue and Financial Services on 4 May 2018 and ended her term as Chair on 14 May 2021. Helen was a former Australian Government Cabinet Minister for Communications, Minister for Revenue and Assistant Treasurer. She is a commercial lawyer and trained mediator with a track record of leading stakeholders through major economic reforms and handling complex policy settings.

Helen’s other appointments, both past and present, include: Chair of Crown Resorts Limited, Chair of the Minerals Council of Australia (MCA), Chair of Placemaking NSW Advisory Committee, Chair of GRACosway Pty Limited, Chair of boutique fund manager, Supervised Investments Australia Limited, and a member of the Advisory Council of J.P. Morgan, Chair of the Crown Resorts Foundation, Non-Executive Director of the Australian Children’s Television Foundation (ACTF), a member of the Board of Advice for Aon Australia, Chair of HGL Limited and a non-executive director of Snowy Hydro Limited.

Consumer Directors
Carmel Franklin – BEd, Dip (Financial Counselling)

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

Carmel has been the CEO of Care Financial Counselling and the Consumer Law Centre of the ACT for over 12 years.

She has been involved with consumer issues for a number of years, including as the Chair of Financial Counselling Australia, and as a board member on the ACT Gambling and Racing Commission.

In addition, Carmel was previously on the Board of Canberra Community Law, is a former member of the ASIC Consumer Advisory Panel, the FOS Consumer Liaison Group and the Energy Consumer’s Australia Board Reference Committee.

Elissa Freeman – BA, GAICD

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

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

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

Erin Turner – BA, MPP, GAICD

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

Erin is the Director of Campaigns and Communications at CHOICE and the Chair of the Financial Rights Legal Centre.

She represents consumer interests on the ACCC Consumer Consultative Committee and has previously represented consumer interests on the ACMA Consumer Consultative Forum and the ASIC Consumer Advisory Panel.

Erin regularly appears in the media to advocate for consumers using financial services and to educate them on their rights.

Alan Wein – LLB, PRI-Med-NMAS

Alan Wein was appointed a consumers’ director by the Minister for Revenue and Financial Services on 4 May 2018.

Alan is a skilled lawyer, experienced mediator and advocate for small- and medium-sized businesses. He was a former Adjunct Professor at RMIT’s Business Management School and was a director of House Franchised Concept, House Homewares.

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

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

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

Industry Directors
Jennifer Darbyshire – BA, LLB (Hons), LLM, FAICD

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

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

Jennifer worked at the National Australia Bank until September 2020, where her roles included EGM Conduct & Regulatory Risk, General Counsel Governance and General Counsel Corporate (including eight months as Acting Group General Counsel).

She also previously worked in private legal practice (including King & Wood Mallesons in Melbourne, and Linklaters in London).

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

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

Andrew Fairley AM was appointed as an industry director by the Minister for Revenue and Financial Services on the 4 May 2018.

He is an equity lawyer consulting to Hall & Wilcox, with over 40 years’ experience in superannuation. He is also a Director of Qualitas Securities Pty Ltd, and has been named as one of Australia’s leading superannuation lawyers by the AFR every year since 2013. He founded the Law Council of Australia Superannuation Committee and served as its chair for 10 years.

Previously, Andrew was the independent chair of Togethr Trustees, a company that acts as Trustee for Equipsuper and Catholic Super. These funds have combined assets under management of $30b and 150,000 members.

He is very involved in philanthropy and is Chair of The Sir Andrew Fairley Foundation and the Foundation for Alcohol Research & Education. Andrew is also Deputy Chair of the Mornington Peninsula Foundation, and is a past chair of Parks Victoria and former deputy chair of Tourism Australia.

Claire Mackay – BCom, LLB, LLM, GAICD

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

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

Claire is a Director of the Accounting Professional & Ethical Standards Board.

Her current appointments include an adviser for the RMIT School of Accounting Program Advisory Committee, a member of the FPA Professional Standards and Conduct Committee, and the Finance Audit and Compliance Committee for Surf Lifesaving NSW.

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

Johanna Turner – BA, LLB, GAICD

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

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

As a managing director of Citibank, Johanna held the positions of chief risk officer and chief country compliance officer. She also held senior roles at Macquarie Bank, the Australian Stock Exchange, the Sydney Futures Exchange and ASIC.

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

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

Company Secretary
Anna Campbell – BA (Hons), LLB, Dip Legal Practice, FGIA

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

Anna was previously general manager of Enterprise Compliance at ASX, where she was responsible for the ASX Group’s regulatory assurance function, involving Corporations Act licensing obligations, Trade Practices Act requirements and other statutory obligations.

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

Disclosures regarding Nominations and Remuneration Committee

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

The following tables set out the meetings and attendances for the Nominations Committee and the People and Remuneration Committee in 2020–21.

People and Remuneration Committee
  Actual attendance Eligible to attend
H Coonan    
J Darbyshire 5 5
A Fairley - -
C Franklin - -
E Freeman 5 5
C Mackay 5 5
A Wein 4 5
Nominations Committee
  Actual attendance Eligible to attend
H Coonan 4 4
J Darbyshire 4 4
A Fairley 5 5
C Franklin 4 4
E Freeman 5 5
C Mackay - -
A Wein - -
Skills matrix of the AFCA Board of Directors

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

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

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

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

While the Directors, with the exception of the Chair, are required to represent the interests of industry or consumers, each understands their legal obligation as a Director to put the best interests of AFCA before those of their own ‘constituents’.

Induction and training of Directors

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

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

Code of Conduct

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

Principle 4: Safeguard the integrity of corporate reports

Audit and Risk Committee

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

The following table sets out the meetings and attendances for the Audit and Risk Committee in 2020–21.

Audit and Risk Committee
  Actual attendance Eligible to attend
A Fairley 4 4
C Franklin 4 4
E Turner 4 4
J Turner 4 4
CEO and CFO declarations

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

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

Attendance of the external auditor at the Annual General Meeting

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

Principle 5: Make timely and balanced disclosure

Disclosure Policy

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

Principle 6: Respect the rights of security holders

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

Information about AFCA and its governance

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

Meetings of stakeholders

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

Principle 7: Recognise and manage risk

Oversight of risk

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

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

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

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

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

Material exposure

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

Principle 8: Remunerate fairly and responsibly

Remuneration committee

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

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

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

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

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

Remuneration of Non-Executive Directors and executive Directors

All our Directors are Non-Executive Directors and, aside from the Chair, are paid equally.

Equity-based remuneration

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

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