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

March 5, 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 No. 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 March 5, 2020, Westpac announced that Mr Lindsay Maxsted will retire from the Board effective March 31, 2020.  Following Mr Maxsted’s retirement, Mr John McFarlane will become Chairman of the Westpac Board and the Board Nominations Committee, effective April 1, 2020.

Mr Maxsted previously announced that he would bring forward his retirement to the first half of 2020 and Westpac subsequently announced on January 23, 2020 the appointment of Mr McFarlane as a Non-executive Director and Chairman-Elect.  Mr McFarlane joined the Board on February 17, 2020.

Westpac has also announced that Ms Anita Fung has decided to retire from the Board, also effective March 31, 2020.

Index to Exhibits

Exhibit No.	Description
1	Changes to Westpac Board

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

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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. 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.

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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:  March 5, 2020	By:	/s/ Yvette Adiguzel
		Yvette Adiguzel
		Tier One Attorney

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EX-1

Exhibit 1

Level 18, 275 Kent Street
Sydney, NSW, 2000

ASX Release

5 MARCH 2020

Changes to Westpac Board

Westpac Banking Corporation (“Westpac”) has today confirmed that Mr Lindsay Maxsted will retire from the Board effective 31 March 2020.  Following Mr Maxsted’s retirement, Mr John McFarlane will become Chairman of the Westpac Board and the Board Nominations Committee, effective 1 April 2020, representing the start of Westpac’s Second Half 2020.

Mr Maxsted previously announced that he would bring forward his retirement into the First Half of 2020 and Westpac subsequently announced on 23 January 2020 the appointment of Mr McFarlane as a Non-executive Director and Chairman-Elect.  Mr McFarlane joined the Board on 17 February 2020 and has worked closely with Mr Maxsted, the Board and with senior management to ensure an orderly transition of the Chair.

Mr Maxsted joined the Board in March 2008, has been Chairman since December 2011 and during his time as a Director has served on numerous Board Committees, including the Audit, Nominations, and Risk & Compliance Committees.

Mr McFarlane said, “On behalf of the Board, I would like to thank Lindsay for his considerable contribution to Westpac.  Lindsay’s wealth of experience and leadership as Chairman has been invaluable to Westpac during periods of significant change in the operating environment and I am proud to take over the role of Chairman from a leader of his calibre.  We commend him for his professionalism and commitment to shareholders throughout his tenure and wish him well for the future.

“I know that I speak for many at Westpac when I say that Lindsay’s guidance and counsel will be greatly missed,” Mr McFarlane added.

Westpac has also announced that Ms Anita Fung has decided to retire from the Board, also effective 31 March 2020.

Ms Fung joined the Board and Westpac’s Asia Advisory Board in October 2018 and during her tenure was a member of the Board Risk & Compliance Committee.  In light of Ms Fung’s expectation that her commitments in Asia will increase in 2020, Ms Fung has chosen to retire from the Board.  She will, however, retain her role as a member of the Asia Advisory Board.

Lindsay Maxsted said, “Anita’s executive management expertise, deep experience in all aspects of banking, and knowledge of Asian markets has been a great asset to the Board.  It is unfortunate that the demands on her time from other existing commitments mean that she has had to relinquish the Westpac Board role. We thank Anita for her contribution and wish her every future success.”

For further information:
David Lording	Andrew Bowden
Group Head of Media Relations	Head of Investor Relations
M. 0419 683 411	T. (02) 8253 4008
	M. 0438 284 863

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