Corporate Governance Statement

Recommendation 1.1: A corporation should have and disclose a board charter setting out the functions reserved to the Board and those delegated to the Executive Team.

Role of the Australia Post Board

The Australia Post Board is responsible for the governance of Australia Post. The Board has a formal Charter. A copy of the Charter is available on Australia Post's website.

The role of the Board is to decide the objectives, strategies and policies to be followed by Australia Post and to ensure that Australia Post performs its functions in a manner that is proper, efficient and, as far as practicable, consistent with sound commercial practice. The Board derives its authority from the APC Act.

The PGPA Act obliges the Board to govern Australia Post in a way that promotes the proper use and management of public resources, the achievement of its purposes, and its financial sustainability. The Board must also establish and maintain appropriate systems of risk management and internal control.

In discharging those broadly defined roles, the Board’s primary tasks include, amongst others:

• reviewing and approving Australia Post’s corporate plan;
• selecting, appointing (subject to Government consultation in accordance with the Australian Government’s Cabinet Handbook issued by the Department of the Prime Minister and Cabinet) and monitoring of the performance of the Group Chief Executive Officer and Managing Director and, if appropriate, terminating the appointment of the Group Chief Executive Officer and Managing Director;
• reviewing and approving the Group Policy Governance Framework, and fulfilling the Board’s responsibilities under that Framework, including the approval of material policies;
• monitoring financial outcomes and the integrity of reporting and, in particular, approving annual budgets and longer-term strategic and business plans;
• approving decisions affecting Australia Post’s capital, including approval of major new business initiatives and declaring dividends; and
• meeting its accountability obligations to Government by submitting corporate plans, evaluating and recommending dividend proposals, reporting on business and operational performance, preparing an annual report, notifying Shareholder Ministers of significant business proposals, monitoring compliance with applicable laws and applicable Government policies, and ensuring proper accounting and risk management and oversight.
  

There were no significant instances of non-compliance with laws and regulations (including the finance law) in FY23 that incurred fines or non-monetary sanctions. Significance in this context is determined with reference to established incident impact rating criteria and with reference to the obligation under section 19(1)(e) of the PGPA Act to keep the responsible Minister informed of significant issues.

Timetables for Board and Committee meetings are generally scheduled annually in advance, with additional and/or rescheduled meetings also conducted where required.

At 30 June 2023, the Board had two Committees – a People Committee and an Audit & Risk Committee. Until February 2023, the Board had four Committees: the Audit and Risk Committee, the People and Sustainability Committee, the Nomination and Remuneration Committee and the Safety Committee.

Delegation

Under Section 94 of the APC Act, the Board may delegate any of its powers to a Director or employee of the Corporation.

Sections 18 and 19 of the APC Act specify a number of postal, postal-related and other powers of Australia Post. These powers may be exercised by the Group Chief Executive Officer and Managing Director and may be delegated by that person to other employees of Australia Post under section 93 of the APC Act.

The Group Chief Executive Officer and Managing Director has responsibility for implementing Australia Post’s strategic priorities and for managing Australia Post’s day-to-day operations. The Board may impose specific limits on the authority of the Group Chief Executive Officer and Managing Director from time to time, for example matters required to be notified to Shareholder Ministers under the PGPA Act.

The Leadership Team comprises the Group Chief Executive Officer and Managing Director and other senior managers (Executives) who are accountable to the Group Chief Executive Officer and Managing Director. Specific limits on the authority delegated to members of the Leadership Team are set out in the Delegated Authorities approved by the Group Chief Executive Officer and Managing Director.

Recommendation 1.2: A corporation should carry out appropriate checks of board candidates and senior executives and, in the case of directors, provide information to shareholders that is material to their candidacy.

The Group Chief Executive Officer and Managing Director is appointed by the Board, subject to Government consultation in accordance with the Australian Government’s Cabinet Handbook issued by the Department of the Prime Minister and Cabinet.

Non-Executive Directors are appointed by the Governor-General on the nomination of the Minister for Communications for a period of up to five years. In practice, terms of appointment are generally three years. Reappointment is permissible.

To nominate a person for appointment as a Director, the Minister for Communications has regard to ensuring the Directors collectively possess an appropriate balance of skills and experiences aligned to the Corporation’s strategic priorities.

Recruitment processes for Leadership Team members include appropriate checks.

Recommendation 1.3: A corporation should have a written agreement with each director and Executive setting out the terms of their appointment.

New Directors consent to act as a Director and receive a formal letter of appointment from Shareholder Ministers which refers to duties and responsibilities, rights and remuneration entitlements. 

The Group Chief Executive Officer and Managing Director and each Executive are employed under individual contracts of employment. These set out the terms on which they are employed including details of their duties and responsibilities, rights and remuneration entitlements. Each contract of employment sets out the circumstances in which the contract may be terminated by either Australia Post or the Executive, including details of notice periods and amounts payable to the Executive as a consequence of termination by Australia Post.

Continuation of employment is subject to ongoing performance reviews by the Board or the Group Chief Executive Officer and Managing Director, as appropriate. Where the Board terminates the Group Chief Executive Officer and Managing Director, or endorses the termination of another Executive's employment for reasons other than performance or misconduct, the individuals are entitled to:

• in the case of the Group Chief Executive Officer and Managing Director – 6 months’ notice in writing (12 months for the first 12 months of employment) in addition to a termination payment based on length of service and capped at 12 months fixed annual remuneration. Where notice is paid in lieu it is included in the capped 12 months fixed annual remuneration; and

• for other Executives – 12 weeks’ notice in writing in addition to a termination payment based on length of service and capped at 12 months fixed annual remuneration. Where notice is paid in lieu it is included in the capped 12 months fixed annual remuneration. 
  

Recommendation 1.4: The corporate secretary should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

Australia Post’s Corporate Secretary reports directly to the Chair and is accountable to the Board, via the Chair, on all matters relevant to the Board. This is set out in the Board Charter. From an administrative and management perspective, the Corporate Secretary reports to the Group Chief Financial Officer.

Recommendation 1.5: A corporation should have a policy concerning diversity and disclose that policy, together with measurable objectives for achieving gender diversity and its progress towards achieving those objectives. A large corporation should have, as a measurable objective, at least 30% of directors of each gender on its board.

Australia Post discloses its diversity and inclusion strategies and objectives in its Annual Report, including in relation to Aboriginal and Torres Strait Islanders, gender diversity, disability and accessibility, culturally and linguistically diverse backgrounds, and Lesbian, Gay, Bisexual, Transgender and Intersex people.

Noting, that the Group Chief Executive Officer and Managing Director is appointed by the Board, and Non-Executive Directors are appointed by the Governor-General, at 30 June 2023 Australia Post had at least 30% of Directors of each gender on the Board.

Recommendation 1.6: A corporation should disclose the process for evaluating the performance of the Board, its committees and individual Directors.

Evaluation of Board

The Board and its Committees each have a formal Charter that is reviewed at least annually for Committees, and at least biannually for the Board. A copy of the Board and Committee Charters is available on Australia Post's website.

The Board reviews its performance each year, including its performance against the requirements of its Charter, as contemplated by its Charter and the Commonwealth Government Business Enterprises – Governance and Oversight Guidelines (GBE Guidelines). An external review of the Board’s performance is conducted every two years, while an internal review is conducted in the intervening years.

The Board’s performance review for 2022/23 was conducted by an external provider.

Evaluation of Board Committees

Each Committee regularly informs the Board about the Committee activities and considerations, and makes recommendations to the Board on matters relevant to the Committee’s purpose. Each Committee undertakes an annual self-assessment of its performance against the requirements of its Charter and provides that information to the Board. Each Committee completed an annual self-assessment, relating to financial year 2022/2023, in August 2023.

For each Committee, non-Committee members – such as Executives and/or external parties who the Chair and members of the Committee think appropriate – may be invited to attend all or part of a Committee meeting.

Recommendation 1.7: A corporation should disclose the process for evaluating the performance of the Executive Team.

Performance evaluations for the Group Chief Executive Officer and Managing Director and the Leadership Team have been conducted for the financial year 2022/23.

Performance evaluations are based on an assessment of performance against key business objectives, which are set annually. Objectives can include safety, financial, strategy, customer satisfaction, employee engagement, and other measures that support key business objectives.

The APC Act provides that the Board of Australia Post comprise up to nine Directors, including the Chair, the Deputy Chair, the Managing Director and not more than six other Non-Executive Directors.

The Directors of Australia Post at any time during the financial year 2022/23 are listed in Australia Post’s Annual Report, with a brief description of their appointment timing, skills and experience.

Director’s attendance at scheduled Board and Committee meetings is set out in Australia Post’s Annual Report.

Recommendation 2.1: The Board should establish an appropriately structured nomination committee.

The Board has established a People Committee. Under its Charter, the People Committee must have a minimum of three members, all of whom must be Non-Executive Directors and who have an appropriate balance between continuity, the contribution of fresh perspectives, and a suitable mix of skills, knowledge and experience to assist the Committee to perform its functions.

At 30 June 2023, the Committee comprised two members (as two members concluded their terms as Directors on 26 June 2023). As at 6 July 2023, the Committee comprised three members.

The Committee has a formal Charter that is reviewed at least annually. A copy of the Charter is available on Australia Post's website.

The Committee is primarily responsible for providing counsel, guidance and governance of the Australia Post Group’s strategies, frameworks and programs related to people; incentive plans; remuneration policy and reporting; and workplace health, safety and wellbeing and, within the scope of its responsibility, endorse certain matters for Board approval.

Recommendation 2.2: The Board should establish and disclose a board skills matrix on the mix of skills and diversity for Board membership.

Non-Executive Directors are appointed by the Governor-General on the nomination of the Minister for Communications. Australia Post seeks to maintain a Board of Directors that has the range of skills, experience and knowledge relevant to overseeing the business of a 21st century eCommerce, digital, retail and mail enterprise, and to managing business, risk and governance issues as they arise.

The 2022/23 Board performance review confirmed the following areas of priority skills as relevant to Australia Post's strategic requirements into the future: complex operations at a comparable scale; deep commercial acumen; eCommerce and digital experience; logistics; financial and accounting, stakeholder management, including government; franchising; and IT transformation.

Diversity of the board, including through gender, age, ethnicity and geography, is also a consideration for new appointees.

Recommendation 2.3: A corporation should disclose whether its Directors are independent.

Australia Post considers a Director to be independent if the Director is free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the organisation and its Shareholder.

In determining whether a Director is independent, the Board considers whether the Director:

• (other than the Managing Director) is, or has been, employed in an Executive capacity by Australia Post or any of its subsidiaries and there has not been a period of at least three years between ceasing such employment and serving on the Board;
  
• receives performance-based remuneration from, or participates in an employee incentive scheme of, Australia Post;
  
• is, or has within the last three years been, a partner, Director or senior employee of a provider of material professional services to the Corporation or any of its subsidiaries or associates;
  
• is, or has been within the last three years, in a material business relationship (for example, as a supplier or customer) with Australia Post or any of its subsidiaries, or an officer of – or otherwise associated with – someone with such a relationship, that would impair the independence of the Director;
  
• has a material contractual relationship with Australia Post or its subsidiaries other than as a Director;
  
• has close family ties with any person who falls within any of the categories described above; or
  
• has been a Director of Australia Post for such a period that his or her independence may have been compromised.
  

The Board has determined that each Non-Executive Director is, and was throughout the entirety of the financial year, independent.

Information relating to interests of Directors is maintained by the Corporate Secretary, and Directors are expected to disclose changes to their interests as soon as practicable, including during meetings or between meetings, as appropriate. During the financial year there were no instances where an individual Director declared a potential conflict of interest in relation to business considered by the Board. No Director has received or become entitled to receive a benefit because of a contract between any entity in the Australia Post Group and the Director, or a firm which the Director is a substantial member of, or an entity in which the Director has a substantial financial interest. The Board also oversees a Conflicts of Interest Policy, which assists in ensuring conflicts of interest of the Group’s workforce participants are prevented and mitigated.

Directors have access to Australia Post records and information as reasonably necessary to assist them to fulfil their responsibilities. Directors also have direct access to the Corporate Secretary on any matter relevant to their role as Director for specialist governance advice, may raise matters confidentially, and can access advice independently of Australia Post management. In addition, the Board has access to other key senior managers to seek additional information concerning Australia Post’s business.

Provided the consent of the Chair or the Deputy Chair is first obtained in writing, Directors have the right to seek independent professional advice at Australia Post’s expense, and independent of Australia Post management, to help them carry out their responsibilities and to exercise independent judgement when making decisions.

It is usual for the Non-Executive Directors to confer, without management being present, at the start and/or the end of each scheduled Board meeting.

Recommendation 2.4: The majority of the Board should be comprised of independent Directors.

At 30 June 2023, the Board comprised five Non-Executive Directors and one Executive Director. The Executive Director was Australia Post’s Group Chief Executive Officer and Managing Director, Paul Graham. The Board has determined that each Non-Executive Director is, and was throughout the entirety of the financial year, independent.

Recommendation 2.5: The Chair should be an independent Director.

The Chair is appointed by the Governor-General on the nomination of the Minister for Communications.

The Chair presides over Australia Post’s Board meetings. The Chair is responsible for:

• leading the Board in reviewing and discussing Board matters;
• managing the efficient organisation and conduct of the Board’s function;
• briefing all Directors in relation to issues arising at Board meetings;
• facilitating effective contribution by all Directors and monitoring Board performance;
• taking steps to ensure the membership of the Board is skilled and appropriate for Australia Post’s needs, and engaging with Shareholder Ministers about this;
• promoting constructive relations between Board members and between the Board and management;
• reviewing corporate governance matters with the Corporate Secretary and reporting on those matters to the Board; and
• overseeing the implementation of systems and practices for Board performance reviews and renewal.
  

The Board is satisfied that Australia Post’s Chair, Siobhan McKenna, was throughout the entirety of her time in the role during financial year 2022/23, independent. The Board is also satisfied that Australia Post’s former Chair, Lucio Di Bartolomeo, was throughout the entirety of his time in the role during financial year 2022/23, independent.

Recommendation 2.6: Establish a program for inducting new directors and provide appropriate professional development opportunities for directors.

Non-Executive Directors are appointed by the Governor-General on the nomination of the Minister for Communications.

Directors receive a formal letter of appointment from Shareholder Ministers. An induction pack is provided to Directors by Australia Post and contains information to allow the new Director to gain an understanding of:

• the powers granted to Shareholder Ministers;
• the rights, duties and responsibilities of Directors;
• the role of the Board and its Committees;
• the roles and responsibilities of the Leadership Team; and
• Australia Post’s financial, strategic, and operational risk management position.
  

New Directors undertake an induction program that includes:

• access to information about Australia Post’s internal governance frameworks; GBE Guidelines; APC Act; PGPA Act; the most recent Corporate Plan; the most recent Annual Report; organisational chart; insurance and indemnity details pertaining to Australia Post’s Directors and Officers Insurance arrangements, and key policies;
• training on the organisation’s duties and obligations under the PGPA Act;
• a program of meetings with Australia Post’s Chair, Group Chief Executive Officer and Managing Director, members of the Leadership Team, and the Corporate Secretary; and
• visits to key operational sites.
  

Directors have access to professional development opportunities, for example that is relevant to their responsibilities as Board and Committee members.

Recommendation 3.1: A corporation should disclose and articulate its values.

Australia Post's values of Trust, Inclusivity, Empowerment & Safety (TIES) are disclosed in the Australia Post Group ‘Our Ethics’ policy, available on the Australia Post website; in its Annual Report; and in its Statement of Corporate Intent.

To help Australia Post’s leaders deliver the moments that matter, clear expectations of the leadership behaviours that role model our values are set, and team members receive training on the values, with senior executives participating in a leadership program relating to the values. During the year, Australia Post also rolled its ‘Our AP Way’ cultural program to a broad and large number of team members, and will continue to facilitate that program in financial year 2023/24.

Recommendation 3.2: A corporation should establish a Code of Conduct and ensure that the board or a committee of the board is informed of any material breaches of that Code.

Australia Post has a Code of Conduct, referred to as ‘Our Ethics’, that applies to Australia Post and its Directors, employees, licensees, agents, contractors and other third parties performing services for or on behalf of the Australia Post Group (all of which are referred to as ‘our workforce participants’ in Our Ethics).

Our Ethics sets out overarching principles of ethical standards under the following headings:

• health, safety and the work environment;
• compliance with laws and regulations;
• work practices and performance;
• conflicts of interest;
• corporate responsibility;
• using corporate property;
• corporate records; and
• privacy, confidentiality and public comment.
  

Our Ethics provides a mechanism to enable Australia Post’s workforce participants to report actual or suspected breaches, including an independently operated Whistleblower Hotline service to allow for anonymous reporting. The Whistleblower Hotline also services the requirements of the Public Interest Disclosure Act 2013.

Our Ethics is available on Australia Post’s website. The Board’s People Committee is informed (through periodic reporting from management) of material breaches of Our Ethics.

All employees and workforce participants are required to complete online learning that covers their obligations in relation to Australia Post's ethical standards and expectations.

Recommendation 3.3: A corporation should have and disclose a whistleblower policy and ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

Australia Post has a Group Whistleblower Policy that is disclosed on its intranet. Information about whistleblower reporting, details of our Whistleblower Hotline, and a link to a confidential Whistleblower Portal are available on the intranet (for team members) and on the Australia Post website (for external stakeholders). Information about whistleblower reporting is also available on Australia Post’s website and in its Our Ethics policy.

The People Committee is informed (through periodic reporting from management) of material incidents reported under the Group Whistleblower Policy.

Recommendation 3.4: A corporation should have and disclose an anti-bribery and corruption policy and ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

Australia Post has a Group Anti-Bribery and Corruption Policy that is disclosed on its intranet. Information about the consequences of bribery and corruption is also contained in the Our Ethics policy.

The Audit and Risk Committee is informed (through periodic reporting from management) of any material breaches of the Group Anti-Bribery and Corruption Policy.

Recommendation 4.1: The Board should establish an appropriately structured audit committee.

The Board has established an Audit and Risk Committee. Its primary function is to assist the Board through its oversight and review of financial reporting, performance reporting, the system of risk oversight and management, the system of internal control and auditor independence and performance and, within the scope of its responsibility, to endorse certain matters for Board approval.

Structure of the Audit and Risk Committee

Under its Charter, the Audit and Risk Committee must have a minimum of three members, all of whom must be Non-Executive Directors and who have appropriate qualifications, knowledge, skills or experience to assist the Committee to perform its functions. At least one member must possess accounting or related financial qualifications and experience.

The Group Chief Executive Officer and Managing Director and the Group Chief Financial Officer are not members of the Committee.

At 30 June 2023, the Committee comprised four members. 

Non-Committee members – such as executives and/or external parties who the Chair and members of the Committee think appropriate – may be invited to attend all or part of a Committee meeting.

The Committee meets privately with the external auditor on general matters concerning external audit and other related matters, including the half-year and full-year financial reports. The Committee also meets privately and separately with each of the Group Chief Financial Officer, the Chief Risk Officer and the General Manager Internal Audit.

The Corporate Secretary is the secretary of the Committee. Copies of the minutes of a meeting of the Committee are distributed for approval at the next Committee meeting.

The Chair of the Committee reports to the Board on the Committee’s conclusions and recommendations.

Charter of the Audit and Risk Committee

The Committee has a formal Charter that is reviewed at least annually. A copy of the Charter is available on Australia Post’s website.

The Charter sets out the roles and responsibilities, composition, structure and membership requirements of the Committee.

The Committee’s primary responsibilities include oversight and review of:

• financial reporting;
• performance reporting;
• system of risk oversight and management;
• system of internal control; 
• compliance management; and
• audit independence and performance.
  

Monitoring performance of the external auditor

Under Division 4 of Part 2-3 of the PGPA Act, the Auditor-General is responsible for auditing the financial reports of Australia Post and (unless impracticable or unreasonable in the Auditor-General’s opinion) its subsidiaries. The Auditor-General is also responsible for auditing satisfaction with the performance standards prescribed for Australia Post under section 28C of the APC Act. Ernst and Young (EY) has been retained by the Australian National Audit Office to assist with both assignments.

The Board has in place a comprehensive set of audit independence principles in relation to the external auditors. Among other things, these principles exclude the engagement of the external auditors for the provision of certain non-statutory audit-related services (such as internal auditing, taxation planning, treasury policy and operations, and business and strategic planning), with proposed engagements subject to self-assessment risk clearance procedures.

In addition, the senior audit partner on Australia Post’s account must be rotated at least every five years. However, under circumstances where the involvement of key personnel in the audit of Australia Post does not constitute a familiarity risk, the ANAO may extend the rotation of the senior audit partner to a maximum of seven years.

The Audit and Risk Committee, together with the ANAO, monitors the ongoing non-statutory audit related services provided by EY. 

Recommendation 4.2: CEO and CFO certification of financial statements.

Prior to the adoption of the financial reports, the Board receives and considers a written statement from the Group Chief Executive Officer and Managing Director and the Group Chief Financial Officer to the effect that: 

• the financial records of the Corporation and the consolidated group have been properly maintained;
• the statements comply with accounting standards and any other requirements prescribed by the PGPA Act and the Public Governance, Performance and Accountability (Financial Reporting) Rule 2015, and present fairly the entity’s financial position, financial performance and cash flows;
• the integrity of the financial statements is founded on a sound system of risk management and internal control which is operating effectively; and
• there have been no material subsequent events occurring between the date of the financial statements and the date of the statement which require adjustment to/disclosure other than the events disclosed in the notes to the financial statements.
  

Recommendation 4.3: A corporation should disclose its process to verify the integrity of any periodic corporate report it releases if not audited.

Under Division 4 of Part 2-3 of the PGPA Act, the Auditor-General is responsible for auditing the financial reports of Australia Post and (unless impracticable or unreasonable in the Auditor-General’s opinion) its subsidiaries. The Auditor-General makes itself available at the request of the Shareholder. In relation to corporate reporting that is not audited, the organisation makes information available at the request of the Shareholder. Details of Australia Post’s Shareholder Communication Program are available on Australia Post’s website.

Recommendation 5.1: A corporation should establish disclosure policies and ensure compliance with those policies.

A number of the Corporation’s disclosure obligations are prescribed in the provisions of the APC Act and the PGPA Act.

Australia Post is accountable to its Shareholder Ministers for its performance. Disclosure of performance, expenditure and any significant issues is made to Shareholder Ministers in a timely and balanced manner. This is executed through the provisions of a corporate plan, quarterly progress reports, the annual report and regular updates. This is in addition to responding to requests from Shareholder Departments and/or the offices of Shareholder Ministers on a regular basis.

Australia Post has established a formal Shareholder Communication Program that records the arrangements in place that facilitate effective communication between Australia Post and its Shareholder Ministers and Shareholder Departments. The program is published on Australia Post’s website.

Recommendation 5.2: A corporation should ensure its board receives disclosures promptly after they have been made.

Significant disclosures to Shareholder Ministers are made or approved by the Board.

Recommendation 5.3: A corporation should release any new and substantive investor or analyst presentation publicly ahead of the presentation.

Australia Post makes its media releases available electronically via its website.

Recommendation 6.1: A corporation should provide information about itself and its governance to its shareholder on its website.

Australia Post’s website provides detailed information about its business and operations and history. Details of Australia Post’s Board members and Executive General Managers are included on the website.

Australia Post’s website makes information about itself and its governance available to the Shareholder and the public. It allows the Shareholder and public to view Australia Post publications, media releases, the most recent Annual Report and Annual Reports for previous financial years, and Australia Post’s Statement of Corporate Intent and Statements of Corporate Intent for prior years.

Australia Post also publishes, in its Annual Report, the details of its achievements against a range of diversity programs focused on building our female talent pipeline, improving employment opportunities for Aboriginal and Torres Strait Islander Australians, celebrating our cultural diversity, building awareness about people with disability and making our workplace, products and services more inclusive and accessible for everyone.

The Australia Post Stakeholder Council reviews and gives feedback on issues including corporate responsibility, stakeholder relations and social and environmental sustainability.

Recommendation 6.2: A corporation should design and implement a shareholder relations program to facilitate two-way communication with its shareholder.

Australia Post has established a formal Shareholder Communication Program that records the arrangements in place that facilitate effective communication between Australia Post and its Shareholder Ministers and Shareholder Departments. The program is published on Australia Post’s website.

Recommendation 6.3: A corporation should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of shareholders.

Australia Post has established a formal Shareholder Communication Program that records the arrangements in place that facilitate meetings with the Shareholder, including via annual strategic meetings, quarterly meetings with Shareholder Departments, and meetings upon request. The program is published on Australia Post’s website.

Recommendation 6.4: A corporation should ensure that all substantive resolutions at a meeting of shareholders are decided by a poll rather than by a show of hands.

The Australian Government makes decisions as Australia Post’s Shareholder independent of Australia Post, and Australia Post does not chair or participate in meetings of the Australian Government.

Recommendation 6.5: A corporation should provide the option to send and receive communications from the corporation in electronic form.

Australia Post predominantly communicates (in writing) with Shareholder Ministers electronically.

Recommendation 7.1: A corporation should establish an appropriately structured risk management committee for the oversight of material business risks.

The Board has established an Audit and Risk Committee. Its responsibilities include oversight of the effectiveness of Australia Post’s system of risk management and internal control.

The Committee receives regular presentations on Australia Post’s material business risks, and the controls in place to mitigate the consequences of those risks. Australia Post’s main risks are reviewed at each meeting of the Committee, and periodically by the Board. The Committee also receives regular presentations from management throughout the year on specific risk topics. The Committee has responsibility for approving the internal audit plan.

Details of the structure and Charter of the Audit and Risk Committee are set out in relation to Recommendation 4.1, above.

Recommendation 7.2: The Board or a Committee of the Board should review the company’s risk management framework at least annually to satisfy itself that it continues to be sound and is operating with due regard to the risk appetite set by the Board.

Group Risk Management Framework

Australia Post has a Group Risk Management Framework (RMF) that describes the core strategies and processes that support our business in effectively managing risks, along with providing clarity on the roles and responsibilities for managing risk. The RMF supports application of the Group Risk Management Policy and has been developed utilising the principles detailed in the International Standards for Risk Management (ISO 31000) and Compliance Management Systems (ISO 19600).

Functional responsibility for the RMF and Group Risk Management Policy resides with the Chief Risk Officer (CRO) and, on a regular basis, the CRO formally reports to the Audit and Risk Committee on all matters affecting Australia Post’s main risk exposures, and application of the Group’s Risk Appetite Statement. On an annual basis, the CRO also provides an attestation to the Audit and Risk Committee regarding the adequacy of, and compliance with, the Group Risk Management Policy requirements and effective application of the RMF’s core components. 

An external review of the Group Risk Management Policy is performed at least every four years. The last external review was conducted in May 2022.

Recommendation 7.3: Corporations should disclose the structure and role of its internal audit function.

Australia Post’s internal audit function provides assurance to the Audit and Risk Committee on the effectiveness of Australia Post’s risk management framework and on the adequacy and effectiveness of key internal controls.

Internal Audit is an independent, objective assurance and consulting function designed to add value and improve the organisation’s operations including the internal control environment. It assists the organisation to accomplish its objectives by bringing a systematic, disciplined, third line of defence to the evaluation of internal processes and controls, and improve the effectiveness and efficiency of the risk, control and governance processes.

The Audit and Risk Committee participates in the appointment, dismissal or replacement of the General Manager Internal Audit. Selection, promotion, performance assessment and professional development of Internal Audit staff are the responsibilities of the General Manager Internal Audit.

The internal audit function is a co-sourced operating model comprising both trained audit employees and external consultants for specialist technical and operational areas. The Audit and Risk Committee oversees governance and processes to assure the on-going independence and objectivity of the internal audit function.

Recommendation 7.4: Corporations should disclose their environmental and social risks and how those risks are managed.

The Executive General Manager, Community, Sustainability and Stakeholder Engagement has executive-level accountability for monitoring and managing the Corporation’s impacts on the economy environment and people, and works collaboratively with other Executives in that capacity. Periodic reporting on material impacts are provided to the Board, including via its Committees.

Information about Australia Post’s key environmental and social risks and considerations are disclosed in Australia Post’s Annual Report.

Australia Post’s Corporate Responsibility Indices can be found on Australia Post’s website.

Further information about Australia Post’s corporate responsibility strategies, including the 2025 Sustainability Roadmap, can be found on Australia Post’s website.

The Annual Report, Corporate Responsibility Indices and the 2025 Sustainability Roadmap have been approved by the Board.

Recommendation 8.1: The Board should establish an appropriately structured remuneration committee.

The Board has established a People Committee. Under its Charter, the People Committee must have a minimum of three members, all of whom must be Non-Executive Directors and who have an appropriate balance between continuity, the contribution of fresh perspectives, and a suitable mix of skills, knowledge and experience to assist the Committee to perform its functions.

Details of the structure and Charter of the People Committee are set out above in relation to Recommendation 2.1.

Recommendation 8.2: A corporation should distinguish between non-executive Directors’ remuneration and that of executive Directors and Executives.

Remuneration for Australia Post’s Non-Executive Directors is determined by the Remuneration Tribunal and is disclosed in a detailed Remuneration Report set out in Australia Post’s Annual Report.

The Board is responsible for setting the remuneration arrangements for the Group Chief Executive Officer and Managing Director in accordance with the parameters set by the Remuneration Tribunal.

Remuneration arrangements for other Executives are reviewed and determined by the Board after endorsement by the People Committee based on recommendations by the Group Chief Executive Officer and Managing Director.

Advice is sought annually from independent specialised remuneration consultants on the:

• structure of remuneration packages applying in the external market; and
• changes that have occurred in comparable Australian corporations over the previous 12 months.

On the basis of this advice, the Group Chief Executive Officer and Managing Director ensures that payments to Executives are in-line with market practice, and that they are competitively placed to attract and retain the necessary talent for the work required by these roles. Further, at-risk variable remuneration arrangements are consistent with the Australian Public Service Commission Performance Bonus Guidance Principles in governing performance bonus use in Commonwealth Entities and Companies published 13 August 2021.

At-risk variable remuneration arrangements for the Group Chief Executive Officer and Managing Director and other Executives for meeting or exceeding specific key annual business objectives are linked to the annual business planning process at a corporate and individual level. Measures and targeted achievement levels are monitored and reviewed annually to reflect changes in the business priorities for the forthcoming year. The measures generally include safety, financial, strategy and execution, customer satisfaction, employee engagement and other individual metrics that support the key business objectives. Before variable remuneration is payable, an entry threshold must be reached, according to predefined measures.

Remuneration details for the Group Chief Executive Officer and Managing Director and other Executives are set out in the Remuneration Report, which appears in the Annual Report.

Recommendation 8.3: A corporation should establish a policy on whether participants in equity based remuneration schemes are able to enter into transactions which limit the economic risk of participating in those schemes.

There are no employees in equity based remuneration schemes.