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 organisation.

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 listed on the Australian Securities Exchange (ASX), we follow the principles to the extent that they apply to us.

This section explains how we apply the ASX principles and recommendations to our company.

Principle 1: Lay solid foundations for management and oversight

Functions reserved by the Board and those delegated to management

Since its inception AFCA’s Board has adopted a Charter that governs its operations and outlines 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
• review, when required, the Terms of Reference including jurisdictional limits.

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

During the year, the Board had three committees to help it fulfil its role:

• Audit and Risk Committee
• People and Remuneration Committee
• Nominations Committee.

Appointment of Directors

The Nominations Committee Charter sets out the steps required when appointing or re-appointing Directors and other Board appointees.

Written terms of appointment

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

Direct accountability of Company Secretary to the Board for correct Board operation

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 our people. Our organisation wide commitment to diversity is embodied in our Diversity, Inclusion and Belonging Strategy and governed in the workplace by our Diversity Inclusion Policy and Procedure.

Evaluation of performance of AFCA’s Board

The Nominations Committee ensures a robust system of performance evaluation for Board appointees and the Board itself.  An internal evaluation is conducted by the Nominations Committee on an annual basis.

An external, independent performance evaluation was undertaken in late 2019, and the Board has engaged an external independent provider to conduct a further performance evaluation of the Board, its appointees and its composition during FY2025.

The Nominations Committee undertakes to conduct an independent external review every three years. 

Evaluation of performance of AFCA senior management

Since our inception, all our people, including senior managers, have been subject to a performance evaluation process. Line managers conduct employee performance evaluations.

The Chief Ombudsman and CEO is responsible for performance evaluations of senior managers.

The People and Remuneration Committee, in consultation with the broader Board, conducts an annual performance evaluation of the Chief Ombudsman and CEO.

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

Independent Chair

Professor John Pollaers (Chair) – OAM, MBA, BA

Appointed Independent Chair of AFCA on 15 May 2021, Professor John Pollaers (Medal of the Order of Australia (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 member of the Prime Minister’s Industry 4.0 Taskforce.

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

Professor Pollaers holds an MBA from INSEAD and Macquarie University, as well as degrees in Electrical Engineering and Computer Science. He was awarded an 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, a non-executive Director of AGL and Chair of the Advisory Board of Ending Loneliness Together.

Directors with consumer experience

Dr Heron Loban – LLB, BA (Government), GradDipLegalPrac, LLM, PhD

Dr Heron Loban joined the Board on 1 January 2024.

Dr Loban is a proud descendant of the Mabuyag and Boigu peoples and worked as a lawyer, academic and consultant. Dr Loban has held a number of key positions in not-for-profit companies and sat on numerous State, Territory and Commonwealth advisory committees advising on issues affecting Aboriginal and Torres Strait Islander people.  

She is the Managing Director of Mura Lagh, a First Nations owned and led consulting firm. Among her current appointments, she is a member of the Indigenous Advisory Group of ASIC. As a lawyer she has worked as Principal Legal Officer at Gur A Baradharaw Kod Torres Strait Sea and Land Council, as CEO of the Torres Strait and NPA Legal Service, and as a solicitor with the Torres Strait Regional Authority. Among other roles, she has been a director of the Australian Communications Consumer Action Network (ACCAN).

Her numerous academic positions have included Senior Lecturer posts at Griffith University and James Cook University – where she completed her PhD thesis on “Aboriginal and Torres Strait Islander people and consumer law”.

Delia Rickard – BA, LLB

Delia Rickard commenced as an AFCA Director on 1 August 2022. Delia has spent her career working in consumer protection. She has held senior positions at the ACCC and at the Australian Securities and Investment Commission (ASIC). Most recently she was the Deputy Chair of the ACCC from 2012 until 2023. These days she sits on a number of not-for-profit boards. In addition to being on the AFCA Board she is also on the Boards of the CSLR, Financial Counselling Australia, Super Consumers Australia, IDCARE, ACCAN and Ecstra foundation. She is presently reviewing the Online Safety Act for the Federal Government. She is also a trustee of the Jan Pentland Foundation.

Throughout her career, Delia has had a strong interest in financial services and the impact of the financial services industry on vulnerable and disadvantaged consumers. She oversaw development of the highly regarded Moneysmart website at ASIC and has been a member of numerous committees at the ACCC, including those on the consumer data right, enforcement and compliance and product safety, as well as the ACCC’s Financial Services Competition Board. She chaired the ACCC’s market study into the cost of insurance in Northern Australia.

She was awarded the Public Service Medal in 2011 for her contribution to consumer protection and financial services. She has also been awarded the Society of Consumer Affairs Professionals Lifetime Achievement Award and in 2022 was named the inaugural winner of the Law Council of Australia’s Consumer Rights Award.

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 CEO of the Consumer Policy Research Centre and is a Board member of ARC Justice, a community legal service that serves Central and Northern Victoria.  

Erin was previously the Chair of Financial Rights Legal Centre and Director of Campaigns and Communications at CHOICE. Erin represents consumer interests on the ACCC Consumer Consultative Committee and has previously sat on the ACMA Consumer Consultative Forum and the ASIC Consumer Advisory Panel.  

Directors with industry experience

Swati Dave – BCom, GAICD

Swati Dave commenced as an AFCA Director on 1 September 2023.

Swati is an experienced CEO and non-executive Director with an established track record of successfully leading and transforming businesses covering domestic and international markets.  She was most recently the Managing Director and CEO at Export Finance Australia from 2017 to 2022, where she successfully led a significant business and cultural transformation to make the organisation more impactful and inclusive. 

Swati has over 30 years of banking and financial sector experience across a number of sectors, including infrastructure, natural resources, energy and utilities, renewable energy and property. She has held senior roles at National Australia Bank, Deutsche Bank, AMP Henderson Global Investors, Bankers Trust and Westpac.  Swati currently serves as the Chair of the Advisory Board for the Centre for Australia India Relations, Deputy Chair on the Asia Society Australia Board, Non-Executive Director on the Treasury Corporation of Victoria Board; and is an independent member of the QIC Global Infrastructure Investment Committee.

She is a member of the Trade 2040 Taskforce convened by the Minister for Trade and Tourism and a Multicultural Ambassador for Cricket Australia.  She previously served as an Advisory Board member on the National Foundation for Australia-China Relations, as a Director of State Super, Australian Hearing, Great Western Bancorp, Inc. (USA) and the NAB Wealth Responsible Entity Boards.

Raylene Bellottie – MAICD

Raylene Bellottie commenced as an AFCA Director on 1 January 2024. Raylene Bellottie is a proud Nanda woman from Yamatji country with a wealth of expertise as an Aboriginal business director, consultant and board member.

Raylene has extensive financial sector experience of over 25 years. She is deeply committed to enhancing Indigenous financial literacy and has served as the Deputy Chair of the First Nations Foundation for more than 10 years. The Foundation strives to promote economic freedom for Aboriginal and Torres Strait Islander people.

She is a business coach for the Waalitj Foundation, where she provides guidance and support to Aboriginal and Torres Strait Islander people to enhance their competence and capability building. In addition, she has held various roles with the Indigenous Advisory Group, the Indigenous Financial Service Network, and as the Deputy Chairperson for Nanda Aboriginal Corporation. Raylene is currently a member and director of Yamatji Southern Regional Corporation and Chairperson of Yamatji Funds Management Ltd.

Previously, Raylene has worked for ANZ Bank and was National Business Development Manager of First Nations accounts for Credit Union Australia.

Gary Dransfield – GAICD

Gary Dransfield has more than 36 years’ experience in the retail financial services sector, holding senior roles with Suncorp Group, IAG, Lend Lease, AMP and St George Bank and commenced as an AFCA Director in January 2022.

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

Gary is a former President and Chair of the ICA, former President of the Insurance Council of New Zealand, and a former director of CareFlight NSW.

Gary is currently Independent Chair of the Association of Superannuation Funds of Australia, Independent Chair of the Hollard Insurance Australia companies, Independent Chair of Emergence Insurance Group, and a non-executive director of MDA National Insurance.

Yien Hong – LLB, BCom, BA

Yien Hong commenced as an AFCA Director on 1 January 2024. She is General Counsel and Company Secretary at Judo Bank and has held senior roles in Australia and internationally across firms including Deutsche Bank, NAB and Linklaters.

Prior to joining Judo Bank, Yien was General Counsel and Company Secretary at Growthpoint Properties Australia, an ASX-200 listed property fund, and previously Senior Legal Counsel at NAB. Yien’s international experience includes

three years as the Head of FX and Fixed Income Prime Brokerage Legal at Deutsche Bank, London, where she led a team that supported the structured derivatives business. Before joining Deutsche Bank, Yien held a senior role with global law firm Linklaters, delivering client solutions for private equity acquisitions, cross-border financings and complex structured finance transactions.

With a passion for social justice, Yien served for five years as the Director and Chair of the Development Committee at YWCA Housing (YWCA Victoria), working to provide accommodation and other services to disadvantaged women. Yien is a non-executive director of the Australian Arts Orchestra, one of Australia’s leading contemporary ensembles.

Company Secretary

Anna Campbell – BA, LLB

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

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

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

Deputy Company Secretary

Dawn Logan Keeffe

Dawn Logan Keeffe is a senior governance professional who joined AFCA in 2023 from New York Stock Exchange listed Clarivate Plc, a large multinational information and data company. Dawn was Company Secretary and Senior Trademark Counsel based in Clarivate’s London office, then in Sydney. Dawn is a lawyer and chartered company secretary, having started her career in the UK as an intellectual property attorney. She has had extensive experience in Australia and the UK, working in top-tier intellectual property legal practices and in governance and legal counsel roles for large, global corporate entities.

Disclosures regarding Nominations Committee and People and Remuneration Committee

The Nominations Committee is composed of the Chair of the Board, the Chair of the Audit and Risk Committee, and the Chair of the People and Remuneration Committee. It may be extended to include attendance or membership of 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 of AFCA 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 during 2023-24.

People and Remuneration Committee

	Actual	Eligible
J Pollaers	-	-
J Darbyshire	1	1
C Franklin	2	2
C Mackay	2	2
E Turner	2	2
D Rickard	-	-
G Dransfield	-	-
G Brody	4	4
R Bellottie	1	2
Y Hong	2	2

Nominations Committee

	Actual	Eligible
J Pollaers	3	3
J Darbyshire	-	-
C Franklin	-	-
C Mackay	-	-
E Turner	-	-
D Rickard	3	3
G Dransfield	3	3
G Brody	-	-
R Bellottie	-	-
Y Hong	-	-

Skills matrix of AFCA’s Board of Directors

The Board Charter states that 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.
• Risk Management.
• Data and Information Management.
• Cyber Security.

In 2020, the Board formally engaged PwC to assist in developing a Board Skills Matrix. The Board has performed an annual self-evaluation against the matrix to ensure the Board’s skills are, and continue to be, relevant and up to date. This Board Skills Matrix is being reviewed as part of the external Board Performance Assessment being undertaken in 2024-25.

Independent Directors

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

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

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

Induction and training of Directors

On appointment, each Director is provided with a comprehensive induction to AFCA and our operations. The Directors are also permitted to request and receive all reasonable training necessary for them to perform their roles as Directors effectively, and a suitable budget has been assigned 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
• our values, which are:
  • Fair and Independent
  • Transparent and Accountable
  • Honest and Respectful
  • Proactive and Customer Focused.

Principle 4: Safeguard the integrity of corporate reports

Audit and Risk Committee

AFCA’s audit functions 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 2023-24.

Audit and Risk Committee

	Actual	Eligible
A Fairley	3	3
E Turner	2	2
D Rickard	6	6
G Dransfield	6	6
S Dave	4	4
H Loban	3	3

CEO and CFO declarations

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

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

Attendance of the external auditor at the Annual General Meeting

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

Principle 5: Make timely and balanced disclosures

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 our service.

Information about AFCA and its governance

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

Meetings of stakeholders

The Annual General Meeting is held and conducted in accordance with the Corporations Act 2001 (Cth) and our Constitution. Our Stakeholder Engagement Strategy encourages participation at general stakeholder meetings.

Principle 7: Recognise and manage risk

Oversight of risk

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

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

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

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

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

Material exposure

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

Principle 8: Remunerate fairly and responsibly

People and 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 People and Remuneration Committee conducts an annual benchmarking of the Board’s remuneration to ensure that it is reflective of industry standards and in line with governing principles.

The Board also sets the remuneration of the Chief Ombudsman and CEO in accordance with the performance and remuneration framework for the Chief Ombudsman and CEO agreed by Board.

Responsibility for AFCA’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 reviewed by the People and Remuneration Committee and ratified by the Board.

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

Remuneration of Non-executive Directors and Executive Directors

All Directors are Non-executive Directors and, aside from the Chair, are paid equally.  The Chairs of the People and Remuneration Committee and Audit and Risk Committee are paid a small additional fee in recognition of their additional commitment and workload.

Equity-based remuneration

As we are a member-based organisation and do not issue shares, we do not offer equity-based compensation or bonuses to any Directors, executives or employees and do not offer an employee-based share scheme. 

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