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

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

Although AFCA is not listed on the ASX, we follow the principles to the extent 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 fulfill 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 each appointment of 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 commitment to diversity in the workplace is set out in 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 external performance evaluation was undertaken in late 2019, and the Board performs a regular evaluation.

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 Board’s Chair conducts a performance evaluation of the Chief Ombudsman and CEO.

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

Board members from 1 July 2022 to 30 June 2023

Independent Chair

Professor John Pollaers (Chair) – OAM MBA BA

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

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

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

Professor Pollaers holds an MBA from INSEAD and Macquarie University, as well as degrees in electrical engineering and computer science. He was awarded the Medal of the Order of Australia (OAM) in June 2018 for service to the manufacturing sector, to education and to business. He is currently the Chancellor of Swinburne University of Technology in Melbourne, a Non-executive Director of AGL Energy Limited and GUD Holdings Limited, and is also the Chair of the Advisory Board of Ending Loneliness Together and the Brown Family Wine Group.

Directors with consumer experience

Gerard Brody – BA, LLB

Gerard Brody was appointed to the AFCA Board in May 2023 and brings to the Board his policy, regulatory, legal and consumer experience. He had previously been a member of the AFCA Consumer Advocacy Panel from 2019–22.

Gerard worked as a lawyer, policy officer and consumer advocate for 20 years. He was CEO of the Consumer Action Law Centre, a leading consumer advocacy organisation that provides legal assistance and financial counselling, for 10 years until February 2023. 

He is also an experienced director. Gerard served on the board of the Energy and Water Ombudsman Victoria between 2014 and 2023, the Telecommunications Industry Ombudsman since 2022, and Community Legal Centres Australia, the peak body for community legal centres, since 2021. In addition, he is Chair of the Consumers’ Federation of Australia, the peak body for consumer organisations in Australia.

Carmel Franklin – BEd Dip (Financial Counselling)

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

Carmel has been CEO of Care Financial Counselling and the Consumer Law for 15 years. She is a board member of the ACT Gambling and Racing Commission and a member of the Registration Standards Advisory Board (RSAB). Carmel is also a member of the Australian Financial Security Authority (AFSA) External Advisory Committee and Chair of the Gambling Harm Community of Practice.

She has been involved with consumer issues for a number of years, including as the previous chair of Financial Counselling Australia for 12 years. Her former roles also included Canberra Community Law board member, ASIC Consumer Advisory Panel member, the FOS Consumer Liaison Group and co-chair of the ACT Anti-Poverty Week Committee.

Elissa Freeman – BA GAICD

Elissa Freeman was appointed to the inaugural Board on 4 May 2018, and retired from the Board on 3 May 2023. She is a former director of the Financial Ombudsman Service Limited.

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

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

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

Elissa Freeman’s term ended on 3 May 2023.

Delia Rickard – BA, LLB

Delia Rickard commenced as an AFCA Director in August 2022. Delia had previously been appointed deputy chair of the Australian Competition and Consumer Commission (ACCC) in June 2012, finishing at the ACCC in January 2023. She has extensive public service experience and a passion for consumer protection, and has worked in a variety of senior roles, primarily at the ACCC and the Australian Securities and Investments Commission (ASIC). Delia is also a Director of Ecstra, IDCare, the Australian Communications Consumer Action Network (ACCAN) and Super Consumers Australia.

Throughout her career she has had a strong interest in financial services and the impact of the financial services industry on vulnerable and disadvantaged consumers. Delia 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, 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.

Dalia is a trustee of the Jan Pentland Foundation, which provides scholarships for those who want to work as financial counsellors, and is the Chair of Good Shepherd’s Advisory Committee on Financial Inclusion Action Plans. She is also the Chair of AHPRA oversight committee on cosmetic surgery reforms.

She was awarded the Public Service Medal in 2011, for her contribution to consumer protection and financial services. Dalia 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.

Delia Rickard’s term commenced on 1 August 2022.

Erin Turner – BA MPP GAICD

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

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

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

Directors with industry experience

Jennifer Darbyshire – BA LLB (Hons) LLM FAICD

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

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

Jennifer previously worked at the National Australia Bank, where her roles included EGM Conduct and 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 Board of the Melbourne International Jazz Festival and is Deputy Chair of the Melbourne Theatre Company Foundation Board. 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 an industry Director by the Minister for Revenue and Financial Services on 4 May 2018.

Andrew was the independent chair of Together Trustees, which acts as trustee for Equip Super and Catholic Super, with funds under management of $29 billion. He is a commercial and equity lawyer with over 35 years experience in superannuation and is a consultant at Hall & Wilcox. Andrew founded the Law Council of Australia Superannuation Committee and served as its Chair for 10 years.

He is also a Director of Qualitas Securities Pty Ltd and Applied International, as well as a former chair of Zoos Victoria, Parks Victoria and former deputy chair of Tourism Australia.

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

Claire Mackay – BComLLB LLM GAICD

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

Claire is a Director and principal adviser at Quantum Financial and is a chartered accountant, certified financial planner, chartered tax analyst and a self-managed superannuation fund specialist. Previously, Claire held roles at Macquarie Bank and PwC.

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

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

Gary Dransfield

Gary Dransfield has more than 35 years experience in the retail financial services sector, holding senior roles with Suncorp Group, IAG, Lend Lease, AMP and St George Bank. He 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 Bank, he played an integral role in the successful conversion of St George from a building society to a bank.

He is a former president and chair of the Insurance Council of Australia, former president of the Insurance Council of New Zealand and a former director of CareFlight NSW.

Gary is currently interim CEO and a Director of the Association of Superannuation Funds of Australia (ASFA) and Chair of the Hollard Insurance Company Limited.

Company Secretary

Anna Campbell – BA LLB

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

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

Anna also held the role of deputy general counsel at ASX for nine years, after joining the ASX from Allianz where she was acting general counsel. She has worked as a lawyer in both the private and public sectors and exhibits a wide 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.

Dawn Logan Keeffe – Deputy Company Secretary

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 2022–23.

People and Remuneration Committee

	Actual Attendance	Eligible to Attend
Jennifer Darbyshire	5	5
Carmel Franklin	5	5
Elissa Freeman	4	4
Claire Mackay	5	5

 

Nominations Committee

	Actual Attendance	Eligible to Attend
John Pollaers	5	6
Andrew Fairley	4	5
Carmel Franklin	5	5
Delia Rickard	1	1
Gary Dransfield	1	1

 

Extraordinary Board Meeting

	Actual Attendance	Eligible to Attend
John Pollaers	1	1
Gerard Brody	1	1
Jennifer Darbyshire	1	1
Gary Dransfield	1	1
Andrew Fairley	0	0
Carmel Franklin	1	1
Claire Mackay	1	1
Delia Rickard	1	1
Erin Turner	1	1

 

Skills matrix of AFCA’s Board of Directors

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

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

The Board formally engaged PwC to assist, in 2020, to develop a Board Skills Matrix and 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.

Independent Directors

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

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

While the Directors, with the exception of the Chair, are appointed due to their expertise in industry (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 a Director, to put the best interests of AFCA first.

Induction and training of Directors

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

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 2022–23.

Audit and Risk Committee

	Actual Attendance	Eligible to Attend
Andrew Fairley	5	5
Erin Turner	5	5
Delia Rickard	5	5
Gary Dransfield	5	5

 

CEO and CFO declarations

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

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

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 ratified by the Board.

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

Remuneration of Non-executive Directors and Executive Directors

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

Equity-based remuneration

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

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