6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

January 23, 2020

Commission File Number 1-10167

WESTPAC BANKING CORPORATION

(Translation of registrant’s name into English)

275 KENT STREET, SYDNEY, NEW SOUTH WALES 2000, AUSTRALIA

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x       Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Incorporation by Reference

The information contained in this Report on Form 6-K, excluding the information set forth in Exhibit 1, shall be incorporated by reference in the prospectuses relating to the Registrant’s securities contained in the Registrant’s Registration Statements on Form F-3 (File Nos. 333-228295, 333-228294 and 333-220373), as such prospectuses may be amended or supplemented from time to time.

On January 23, 2020, Westpac announced the appointment of John McFarlane to the Westpac Board as Non-Executive Director and Chairman-Elect, succeeding Lindsay Maxsted on April 2, 2020.  Mr. McFarlane has more than 44 years’ experience in financial services, including a 10-year tenure as CEO of Australia and New Zealand Banking Group Limited (ANZ) and most recently as Chairman at Barclays plc.  Mr. McFarlane will commence his role as Non-Executive Director in February 2020, subject to regulatory approvals.

Index to Exhibits

Exhibit No.	Description
1	ASX Announcement — Westpac announces John McFarlane as incoming chairman

Disclosure regarding forward-looking statements

The information contained in this Report on Form 6-K contains statements that constitute “forward-looking statements” within the meaning of section 21E of the U.S. Securities Exchange Act of 1934.  Forward-looking statements are statements about matters that are not historical facts.  Forward-looking statements appear in a number of places in this Report and include statements regarding our intent, belief or current expectations with respect to our business and operations, market conditions, results of operations and financial condition.

We use words such as ‘will’, ‘may’, ‘expect’, ‘indicative’, ‘intend’, ‘seek’, ‘would’, ‘should’, ‘could’, ‘continue’, ‘plan’, ‘aim’, ‘probability’, ‘risk’, ‘forecast’, ‘likely’, ‘estimate’, ‘anticipate’, ‘believe’ or other similar words to identify forward-looking statements.  These forward-looking statements reflect our current views with respect to future events and are subject to change, certain risks, uncertainties and assumptions which are, in many instances, beyond our control and have been made based upon management’s expectations and beliefs concerning future developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with our expectations or that the effect of future developments on us will be those anticipated.  Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from the expectations described in this Report.  Factors that may impact on the forward-looking statements made include, but are not limited to, those described in the section entitled ‘Risk factors’ in Westpac’s 2019 Annual Report on Form 20-F filed with the U.S.

2

Securities and Exchange Commission.  When relying on forward-looking statements to make decisions with respect to us, investors and others should carefully consider such factors and other uncertainties and events.  We are under no obligation, and do not intend, to update any forward-looking statements contained in this Report, whether as a result of new information, future events or otherwise, after the date of this Report.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		WESTPAC BANKING CORPORATION
		(Registrant)
Date:	January 23, 2020	By:	/s/ Yvette Adiguzel
			Yvette Adiguzel
			Tier One Attorney

4

EX-1

Exhibit 1

ASX	Level 18, 275 Kent Street Sydney, NSW, 2000
Release

23 JANUARY 2020

WESTPAC ANNOUNCES JOHN MCFARLANE AS INCOMING CHAIRMAN

Westpac Group today announced the appointment of Mr John McFarlane to the Westpac Board as Non-Executive Director and Chairman-Elect, succeeding Lindsay Maxsted on 2 April 2020.

Mr McFarlane will commence his role as Non-Executive Director in February, subject to regulatory approvals.

Mr Maxsted said, “Mr McFarlane is not only well known in Australia and New Zealand, but is a respected banking leader globally who brings to our organisation more than 44 years’ experience in financial services. He has worked across retail and wholesale banking and markets, as well as in life and general insurance, and has board and public service experience in this and other fields.

“Over the past 27 years he has been a main board director of five of the world’s leading financial institutions, including as executive and non-executive chairman, chief executive and executive and non-executive director roles. He has a proven track record in delivering results, along with cultural and organisational change.

“Most recently, Mr McFarlane was Chairman at Barclays in London, which after the global financial crisis underwent a decade of challenge. During his four years as Chairman, the company was streamlined, repositioned and has sustainably returned to profit. Prior to this, he delivered a successful turnaround program at UK insurer Aviva, a company similar in scale to Westpac.

“Mr McFarlane is passionate about driving progress in the banking industry. He was Chairman of TheCityUK, the UK’s coordinating financial services body, which accounts for 11% of UK GDP and represents the interests of more than 1.3 million employees.

“In addition to his global career, Mr McFarlane brings a deep understanding of Australia’s banking sector, including delivering significant value at ANZ over his 10-year tenure as CEO, which also included 10 years as a Director of the Australian Bankers’ Association, two as Chairman.

“This experience, coupled with his strong customer and employee focus, will be invaluable to Westpac as the organisation executes its strategy and implements its Response Plan for the AUSTRAC Statement of Claim.

“As Chairman-Elect, Mr McFarlane will be responsible for appointing a permanent CEO, with an internal and external search process currently underway. In the interim, he will work closely with the Acting CEO, Peter King and the Board, to effect needed change,” Mr Maxsted said.

Mr McFarlane said it was an honour to become Chairman of Australia’s oldest company and one so pivotal to the Australian and New Zealand economies.

“People close to me know that on my return to Australia, I hadn’t intended to take another major leadership role. However, I’m passionate about the Australian banking sector, and I’m excited by the challenge of returning Westpac to its place as a leading global bank, following recent events.

“To some extent, the internal and external challenges ahead for Westpac are not dissimilar to those in my last five financial institutions, and I have therefore grown comfortable about my capacity to work with the Board and management to effect the necessary change. Nevertheless, I’m sufficiently battle-hardened to realise things can be tougher than you think and that in banking, nothing is ever certain.

“My focus initially will naturally be on resolving the company’s current issues but equally important, to position it as quickly as possible for long-term success.  Fortunately, Westpac has wonderful core customer franchises, each with significant opportunity.

“The appointment of a world-class CEO can take time. In the interim, momentum is important. I will work closely with Peter King and the Board to continue to make any changes necessary. People should expect to see positive change during this period.

“I also realise that success isn’t only as a result of the efforts of current incumbents, but to the foundations laid over time by our predecessors.  In this respect, I would like to pay particular thanks to Lindsay Maxsted for his significant contribution to the company and am proud to take over the role from a leader of his calibre.

“We will work closely over the next two months to ensure an orderly transition.  However, we both wanted to move quickly with this announcement to provide certainty to the market and to assure it of our joint commitment to the success of the company,” Mr McFarlane said.

Mr McFarlane has returned to live in Australia permanently.

For further information:

Mary-Louise Dare	Andrew Bowden
Media Relations	Investor Relations
0434 699 605	+61 2 8253 4008

This document has been authorised for release by Timothy Hartin, Group Company Secretary.

John McFarlane Biography

Executive Career
1997 – 2007	Chief Executive Officer, ANZ Group Ltd (AU)
1993 – 1997	Group Executive Director, Standard Chartered plc (UK/HK)
1975 – 1993	Head United Kingdom and Ireland, Citicorp / Citibank (UK)
1969 – 1974	Various roles manufacturing, Ford Motor Company (UK)
Non-Executive Directorships – Corporations
2008 – current	Director, Old Oak Holdings Ltd (UK)
2018 – current	Director, Unibail-Rodamco-Westfield SE (France)
2015 – 2019	Chairman, Barclays plc (UK)
2015 – 2018	Chairman, Barclays Bank plc (UK)
2014 – 2015	Chairman, FirstGroup plc (UK)
2012 – 2015	Chairman, Aviva plc (UK)
2008 – 2012	Director, The Royal Bank of Scotland Group plc (UK)
2014 – 2018	Director, Westfield Corporation Ltd (AU)
2008 – 2018	Director, Westfield Holdings Ltd / Westfield America Management Ltd (AU)
2004 – 2007	Director, ANZ National Bank Ltd (NZ)
1995 – 1998	Director, Capital Radio plc (UK)
Directorships, Memberships – Public Service
2011 – current	Scotland International (UK) – Member
2016 – current	The Worshipful Company of International Bankers (UK) – Member and Liveryman
2019 – current	The Guild of Freemen (UK) – Member and Liveryman
2015 – 2019	TheCityUK (UK) - the senior financial services body in the UK – Chairman
2015 – 2019	Financial Services Trade and Investment Board (UK), Director
1992–96 / 2010-19	Cranfield School of Management Advisory Board (UK), Member
2012 – 2019	European Financial Roundtable (EU), Member
2016 – 2019	Institut International d’Etudes Bancaires (EU) –Member
2002-05 / 2017-19	The International Monetary Conference (US) - President and Director
2012 – 2019	Confederation of British Industry (UK) - Member President’s Committee
2004-07 / 2018-19	Asia Business Council (HK) – Member
2016 – 2019	Blackpool National Advisory Board (UK) – Co-Chair
2008 – 2010	Economic Research Institute for ASEAN and East Asia (Indonesia) - Governing Board Director
2005 – 2007	Australian Government Foreign Affairs Council (AU) – Member

2005 – 2007	Australian Government Financial Literacy Board (AU) – Member
2002 – 2007	Australian Government Business Regulation Advisory Group (AU) – Member
2000 – 2007	Australian Business Arts Foundation (AU) – Member
1999 – 2007	Australian Financial Markets Foundation for Children (AU) – Director
1999 – 2003	Australian Graduate School of Management (AU) – Director
1998 – 2000	Business Council of Australia (AU) – Director
1997 – 2007	Australian Bankers Association (AU) – Chairman and Director
1994 – 1999	Bank of England Financial Law Panel (UK) – Member
1991 – 1997	Auditing Practices Board (UK) – Director
1989 – 1991	London Stock Exchange (UK) – Director and Council Member
1989 – 1990	The Securities Association (UK) - Director (Securities Regulator, now Financial Conduct Authority)