Corporate Governance

1. Introduction
2. Charter
3. Composition
4. Constitution
5. Independence
6. Education
7. Review
8. Selection of Directors
9. Policies
10. Ethical Standards
11. Remuneration Arrangements
12. Audit Arrangements
13. Auditor
14. Risk Management
15. Board Performance and Renewal Committee
16. Continuous Disclosure
17. Ethical Policies
18. Our People
19. Behaviour Issues
20. Code of Conduct
21. Company Secretaries
22. Board Charter
23. Form of Letter of Non-Executive Director's Appointment (pdf - 31kb)

Introduction

This statement reflects the key aspects of the Commonwealth Bank’s corporate governance framework. The Board has consistently placed great importance on the governance of the Group, which it believes is vital to the well-being of the corporation. The Board has adopted a comprehensive framework of Corporate Governance Guidelines which are designed to properly balance performance and conformance and thereby allow the Group to undertake, in an effective manner, the prudent risk-taking activities which are the basis of its business. The Guidelines and the practices of the Group comply with the revised ‘Corporate Governance Principles and Recommendations’ published in August 2007 by the Australian Securities Exchange (ASX) Limited’s Corporate Governance Council.

Charter

The role and responsibilities of the Board of Directors are set out in the Board Charter.  The responsibilities include:

• The corporate governance of the Group, including the establishment of Committees; 
• Oversight of the business and affairs of the Group by:
  • Establishing, with management, and approving the strategies and financial objectives;
  • Approving major corporate and capital initiatives and approving capital expenditure in excess of limits delegated to management;
  • Establishing appropriate systems of risk management including defining the Group's risk appetite and establishing appropriate financial policies such as target capital and liquidity ratios; and 
  • Monitoring the performance of management and the environment in which the Group operations;
  • Approving documents (including reports and statements to shareholder) required by the Bank's Constitution and relevant regulation;
  • Appointment of the Chief Executive Officer; and
  • Approval of the Group’s major HR policies and overseeing the development strategies for senior and high performing executives.

The Board carries out the legal duties of its role in accordance with the Group’s values of trust, honesty and integrity and having regard to the interests of the Group’s customers, staff, shareholders and the broader community in which the Group operates.

The Board delegates to the Chief Executive Officer the authority to achieve the Group's objective of creating long term shareholder value for its shareholders through providing financial services to its customers and providing sustained best-in-industry performance in safety, community reputation and environmental impact.

Composition

There are currently 11 Directors of the Bank and details of their experience, qualifications, special responsibilities and attendance at meetings are set out in the Directors’ Report.

Membership of the Board and Committees is set out below:

Constitution

The Constitution of the Bank specifies that –

• The Chief Executive Officer and any other executive Director shall not be eligible to stand for election as Chairman of the Bank;
• The number of Directors shall not be less than nine nor more than 13 (or such lower number as the Board may from time to time determine). The Board has determined that the number of directors shall be 11; and
• At each Annual General Meeting one third of Directors (other than the Chief Executive Officer) shall retire from office and may stand for re-election.

The Board have established a policy that the term of Directors (other than the Chief Executive Officer) appointments would be limited to 12 years (except where succession planning for Chairman and appointment of Chairman requires an extended term. On appointment, the Chairman will be expected to be available for that position for five years). 

Independence

The Board regularly assesses the independence of each Director. For this purpose an independent Director is a Non-Executive Director whom the Board considers to be independent of management and free of any business or other relationship that could materially interfere with the exercise of unfettered and independent judgment.

In addition to being required to conduct themselves in accordance with the ethical policies of the Group, Directors are required to be meticulous in their disclosure of any material contract or relationship in accordance with the Corporations Act and this disclosure extends to the interests of family companies and spouses. Directors are required to strictly adhere to the constraints on their participation and voting in relation to matters in which they may have an interest in accordance with the Corporations Act and the Group's policies.

Each Director may from time to time have personal dealings with the Group. Each Director is involved with other companies or professional firms which may from time to time have dealings with the Group. Details of offices held by Directors with other organisations are set out in the Directors' Report and on the Group's website. Full details of related party dealings are set out in notes to the Financial Statements as required by law.

All the current Non-Executive Directors of the Bank have been assessed as independent Directors. In reaching that determination, the Board has taken into account (in addition to the matters set out above):

• The specific disclosures made by each Director as referred to above;
• Where applicable, the related party dealings referrable to each Director, noting that those dealings are not material under accounting standards;
• That no Director is, or has been associated directly with, a substantial shareholder of the Bank;
• That no non-executive Director has ever been employed by the Bank or any of its subsidiaries;
• That no Director is, or has been associated with a supplier, professional adviser, consultant to or customer of the Group which is material under accounting standards; and
• That no non-executive Director personally carries on any role for the Group other than as a Director of the Bank.

The Group does not consider that term of service on the Board is a factor affecting a Director's ability to act in the best interests of the Group. Independence is judged against the ability, integrity and willingness of the Director to act. The Board has established a policy limiting Directors' tenures to ensure that skill sets remain appropriate in a dynamic industry.

Education

Directors participate in an induction program upon appointment and in a refresher program on a regular basis. The Board has established a program of continuing education to ensure that it is kept up to date with developments in the industry both locally and globally. This includes sessions with local and overseas experts in the particular fields relevant to the Group's operations.

Review

The Board has in place a process for annually reviewing its performance, policies and practices. These reviews seek to identify where improvements can be made and also assess the quality and effectiveness of information made available to Directors. Every two years, this process is facilitated by an external consultant, with an internal review conducted in the intervening years. The review process includes an assessment of the performance of the Board Committees and each Director.

After consideration of the results of the performance assessment, the Board will determine its endorsement of the Directors to stand for re-election at the next Annual General Meeting.

The Non-Executive Directors meet at least annually, without management, in a forum intended to allow for an open discussion on Board and management performance. This is in addition to the consideration of the Chief Executive Officer’s performance and remuneration which is conducted by the Board in the absence of the Chief Executive Officer.

Selection of Directors

The Board Performance and Renewal Committee has developed a set of criteria for Director appointments which has been adopted by the Board. The criteria are aimed at creating a Board capable of challenging, stretching and motivating management to achieve sustained outstanding company performance in all respects. These criteria, which are reviewed annually, aim to ensure that any new appointee is able to contribute to the Board constituting a competitive advantage for the Group and:

• Be capable of operating as part of an exceptional team;
• Contribute outstanding performance and exhibit impeccable values;
• Be capable of inputting strongly to risk management, strategy and policy;
• Provide skills and experience required currently and for the future strategy of the Group;
• Be excellently prepared and receive all necessary education,
• Provide important and significant insights, input and questions to management from their experience and skill; and
• Vigorously debate and challenge management.

The Committee regularly compares the skill base and experience of existing Directors with that required for the future strategy of the Group to enable identification of attributes required in new Directors.

Executive search firms are engaged to identify potential candidates based on the identified criteria.

Candidates for appointment as Directors are considered by the Board Performance and Renewal Committee, recommended for decision by the Board and, if appointed, stand for election, in accordance with the Constitution, at the next general meeting of shareholders.
 
The Group has adopted a policy whereby, on appointment, a letter is provided from the Chairman to the new Director setting out the terms of appointment and relevant Board policies including time commitment, code of ethics and continuing education. All current Directors have been provided with a letter confirming the terms of their appointment. A copy of the form of letter of appointment appears on the Group’s website.

Policies

Board policies relevant to the composition and functions of Directors include:

• The Board will consist of a majority of independent Non-Executive Directors and the membership of the Board Performance and Renewal, People & Remuneration and Audit Committees should consist solely of independent Non-Executive Directors. The Risk Committee should consist of a majority of independent Non-Executive Directors;
• The Chairman will be an independent Non-Executive Director. The Audit Committee will be chaired by an independent Non-Executive Director other than the Board Chairman;
• The Board will generally meet regularly with an agenda designed to provide adequate information about the affairs of the Group, allow the Board to guide and monitor management and assist in involvement in discussions and decisions on strategy. Matters having strategic implications are given priority on the agenda for regular Board meetings. In addition, ongoing strategy is the major focus of at least two of the Board meetings annually;
• The Board has an agreed policy on the basis on which Directors are entitled to obtain access to Company documents and information and to meet with management; and
• The Group has in place a procedure whereby, after appropriate consultation, Directors are entitled to seek independent professional advice, at the expense of the Group, to assist them to carry out their duties as Directors. The policy of the Group provides that any such advice is generally made available to all Directors.

Ethical Standards

Conflicts of Interest
In accordance with the Constitution and the Corporations Act 2001, Directors are required to disclose to the Board any material contract in which they may have an interest. In compliance with section 195 of the Corporations Act 2001 any Director with a material personal interest in a matter being considered by the Board will not be present when the matter is being considered and will not vote on the matter.  In addition, any director who has a conflict of interest in connection with any matter being considered by the Board or a Committee does not receive a copy of any paper dealing with the matter.

Share Trading
The restrictions imposed by law on dealings by Directors in the securities of the Group have been supplemented by the Board of Directors adopting guidelines which further limit any such dealings by Directors, their spouses, any dependent child, family company or family trust.

The guidelines provide, that in addition to the requirement that Directors not deal in the securities of the Group or any related company when they have or may be perceived as having relevant unpublished price-sensitive information, Directors are only permitted to deal within certain periods. These periods include between three and 30 days after the announcement of half yearly and final results and from the date of the Annual General Meeting until 14 days after the Annual General Meeting. Further, the guidelines require that Directors not deal on the basis of considerations of a short term nature or to the extent of trading in those securities. Similar restrictions apply to executives of the Group.

In addition, Group policy prohibits:

• For Directors and executives who report to the Chief Executive Officer, any hedging of publicly disclosed shareholding positions;
• For executives, any trading (including hedging) in positions prior to vesting of shares or options; and
• The use, by Directors and executives who report to the Chief Executive Officer, of investments of arrangements for margin borrowing, short selling or stock lending, in connection with the securities of the Group.

Remuneration Arrangements

Details of the governance arrangements and policies relevant to remuneration are set out in the Directors' Report - Remuneration Report.

Audit Arrangements

Audit Committee
The Charter of the Audit Committee incorporates a number of policies and practices to ensure that the Committee is independent and effective. Among these are:

In carrying out these functions, the Committee:

• Reviews the Financial Statements and reports of the Group;
• Reviews accounting policies to ensure compliance with current laws, relevant regulations and accounting standards;
• Conducts any investigations relating to financial matters, records, accounts and reports which it considers appropriate; and
• Reviews all material matters requiring exercise of judgement by management and reports those matters to the Board.

The Committee regularly considers, in the absence of management and the external Auditor, the quality of the information received by the Committee and, in considering the Financial Statements, discusses with management and the external Auditor:

• The Financial Statements and their conformity with accounting standards, other mandatory reporting requirements and statutory requirements; and
• The quality of the accounting policies applied and any other significant judgements made.

The external audit partner attends Audit Committee and Board meetings by invitation, which is normally all Audit Committee meetings and the Board meetings when the annual and half yearly accounts are approved and signed.

The Committee, at least annually, meets separately with each of the chief internal audit executive and the external Auditor, without management, as part of the process of ensuring independence of the audit functions.

The Board has determined that Fergus Ryan is an “audit committee financial expert” within the meaning of that term as described in the SEC rules. Although the Board has determined that this individual has the requisite attributes defined under the rules of the SEC, his responsibilities are the same as those of the other Audit Committee members. He is not an Auditor, does not perform “field work” and is not a full time employee. The SEC has determined that an audit committee member who is designated as an audit committee financial expert will not be deemed to be an “expert” for any purpose as a result of being identified as an audit committee financial expert. The Board has also determined that Fergus Ryan is independent within the meaning of the definition of audit committee member independence used by the New York Stock Exchange.

The Audit Committee is responsible for oversight of management in the preparation of the Bank’s Financial Statements and financial disclosures. The Audit Committee relies on the information provided by management and the external Auditor. The Audit Committee does not have the duty to plan or conduct audits to determine whether the Bank’s Financial Statements and disclosures are complete and accurate.

Non-Audit Services

The Board has in place an External Auditor Services Policy which only permits the Independent Auditor to carry out audit services required by statue and related services which are an extension of, or an adjunct to, those audit services.  All other non-audit services are prohibited unless the Audit Committee determines otherwise in any particular case. The objective of this policy is to avoid prejudicing the independence of the Auditors.

The policy also ensures that the Auditors do not:

• Assume the role of management or act as an employee;
• Become an advocate for the Bank;
• Audit their own work;
• Create a mutual or conflicting interest between the Auditor and the Bank;
• Require an indemnification from the Bank to the Auditor;
• Seek contingency fees; or
• Have a direct financial or business interest or a material indirect financial or business interest in the Bank or any of its affiliates, or an employment relationship with the Bank or any of its affiliates.

Under the policy, the Auditor shall not provide the following services:

• Bookkeeping or services relating to accounting records or Financial Statements of the Bank;
• Financial information systems design and implementation;
• Appraisal or valuation services and fairness opinions;
• Actuarial services;
• Internal audit outsourcing services;
• Management functions, including acting as an employee;
• Human resources;
• Broker-dealer, investment adviser or investment banking services;
• Legal services; or
• Expert services unrelated to the audit.

In general terms, the permitted services are:

• Audit services to the Bank or an affiliate;
• Related services connected with the lodgement of statements or documents with the ASX, ASIC, APRA, SEC or other regulatory or supervisory bodies;
• Services reasonably related to the performance of the audit services;
• Agreed upon procedures or comfort letters provided by the Auditor to third parties in connection with the Bank's financing or related activities; and
• Other services pre-approved by the Audit Committee.

Auditor

PricewaterhouseCoopers was appointed as the Auditor of the Bank at the 2007 Annual General Meeting , effective from the beginning of the 2008 financial year.

The audit partner from PricewaterhouseCoopers will attend the 2008 Annual General Meetings of the Bank and will be available to respond to shareholder audit related questions.

The Group currently requires that the partner managing the audit for the external Auditor be changed after a period of no longer than five years.

The Chief Executive Officer is authorised to appoint and remove the chief internal audit executive only after consultation with the Audit Committee.

Due to SEC rules that apply to various activities that the Group continues to undertake in the United States, notwithstanding the Bank's De-registration under the Exchange Act, the Group and its Auditors must continue to comply with U.S. Auditor indepedence requirements. 

Risk Management

Risk Committee
The Risk Committee oversees credit, market (traded and non-traded), funding and liquidity, operational and strategic business, business continuity, compliance and security risks assumed by the Group in the course of carrying on its business. A primary action is to construct the Group’s risk appetite for consideration by the Board in its role of oversight of the Internal Capital Adequacy Assessment Process, which is updated on at least an annual basis.

The Committee guides the setting of risk appetite for credit risks, considers the Group’s credit policies and ensures that management maintains a set of credit underwriting standards designed to achieve portfolio outcomes consistent with the Group’s risk/return expectations.

The Committee approves risk management policies and procedures for market, funding and liquidity risks incurred or likely to be incurred in the Group’s business. It guides the setting of risk appetite for traded and non-traded market risks, including the establishment of limits for these risk exposures. The Committee reviews progress in implementing management procedures and identifying new areas of exposure relating to market, funding and liquidity risk.

The Committee guides the setting of risk appetite for operational risks, including ratification of the Group’s operational risk policies for approval by the Board and reviews and informs the Board of the measurement and management of operational risk. Operational risk is a basic line management responsibility within the Group consistent with the policies established by the Committee. A range of insurance policies maintained by the Group mitigates some operational risks, with insurance risk coverage levels disclosed to the Risk Committee for comment.

The Committee oversees risk management of compliance risk through the Group’s Compliance Risk Management Framework, which provides for assessment of compliance risks, implementation of controls, monitoring and testing of framework effectiveness, and the escalation, remediation and reporting of compliance incidents and control weaknesses.

The Committee meets, at least seven times each year and at least annually with the Group Chief Risk Officer, in the absence of other management to allow the Committee to form a view on the independence of the function.

Framework
The Group has in place an integrated risk management framework to identify, assess, manage and report risks and risk adjusted returns on a consistent and reliable basis.

A full description of the functions of the framework and the nature of the risks is set out in the section of the Annual Report entitled Integrated Risk Management and in Notes 15 and 42 to the Financial Statements.

Integration Risk Management
For more information on the Group's integrated risk management framework, please visit Integration Risk Management.

Board Performance and Renewal Committee

The Board Performance and Renewal Committee critically reviews, at least annually, the corporate governance procedures of the Group and the composition and effectiveness of the Commonwealth Bank of Australia Board and the Boards of the major wholly owned subsidiaries. The policy of the Board is that the Committee shall consist solely of independent Non-Executive Directors. The Chief Executive Officer attends the meeting by invitation.

In addition to its role in proposing candidates for Director appointment for consideration by the Board, the Committee reviews fees payable to Non-Executive Directors and reviews, and advises the Board in relation to Chief Executive Officer succession planning and Board renewal.

Continuous Disclosure

The Corporations Act 2001 and the ASX Listing Rules require that a Company discloses to the market matters which could be expected to have a material effect on the price or value of the Company’s securities. The Group’s “Guidelines for Communication between the Bank and shareholders” sets out the processes to ensure that shareholders and the market are provided with full and timely information about the Group’s activities in compliance with continuous disclosure requirements.
Management procedures are in place throughout the Commonwealth Bank Group to ensure that all material matters which may potentially require disclosure are promptly reported to the Chief Executive Officer, through established reporting lines, or as a part of the deliberations of the Group’s Executive Committee. Matters reported are assessed and, where required by the Listing Rules, advised to the market. A Disclosure Committee has been formed to provide advice on the requirements for disclosure of information to the market. The Company Secretary is responsible for communications with the ASX and for ensuring that such information is not released to any person until the ASX has confirmed its release to the market.

Ethical Policies

The Group’s objective is to create long term value for its shareholders through providing financial services to its customers and producing sustained best-in-industry performance in safety, community, reputation and environmental impact.

The Group’s vision is to be Australia’s finest financial services organisation through excelling in customer service.

The values of the Group are trust, honesty and integrity. The Board carries out the legal duties of its role in accordance with the values and having appropriate regard to the interests of the Group’s customers, shareholders, staff and the broader community in which the Group operates.

Policies and codes of conduct have been established by the Board and the Group Executive team to support the Group’s objectives, vision and values.

Statement of Professional Practice
The Group has adopted a code of ethics, known as a Statement of Professional Practice, which sets standards of behaviour required of all employees and directors including:

• To act properly and efficiently in pursuing the objectives of the Group;
• To avoid situations which may give rise to a conflict of interest;
• To know and adhere to the Group’s Equal Employment Opportunity policy and programs;
• To maintain confidentiality in the affairs of the Group and its customers; and
• To be absolutely honest in all professional activities.

These standards are regularly communicated to staff. In addition, the Group has established insider trading guidelines for staff to ensure that unpublished price-sensitive information about the Group or any other Company is not used in an illegal manner or so that inside information could be used for personal advantage.

Our People

The Group is committed to providing fair, safe, challenging and rewarding work, recognising the importance of attracting and retaining high quality staff and consequently, being in a position to excel in customer service.

There are various policies and systems in place to enable achievement of these goals, including:

• Fair Treatment Review;
• Equal Employment Opportunity;
• Occupational Health and Safety;
• Recruitment and selection;
• Performance management;
• Talent management and succession planning;
• Remuneration and recognition;
• Employee share plans; and
• Supporting Professional Development.

Behaviour Issues

The Group is strongly committed to maintaining an ethical workplace, complying with legal and ethical responsibilities. Policy requires staff to report fraud, corrupt conduct, mal-administration or serious and substantial waste by others. A system has been established which allows staff to remain anonymous, if they wish, for reporting of these matters.

The policy has been extended to include reporting of auditing and accounting issues, which will be reported to the Chief Compliance Officer by the Chief Security Officer, who administers the reporting and investigation system. The Chief Security Officer reports any such matters to the Audit Committee, noting the status of resolution and actions to be taken.

Code of Conduct

In carrying out its role, the Board will operate in a manner reflecting the Group’s values and in accordance with its agreed corporate governance guidelines, the Bank’s Constitution, the Corporations Act and all other application regulations.

The Board operates and requires at all levels, impeccable values, honesty and openness. Through its processes it achieves transparent, open governance and communications under all circumstances with both performance and conformance addressed.

The Board’s policies and codes include detailed provisions dealing with:

• The interface between the Board and management to ensure there is effective communications of the Board’s views and decisions resulting in motivation and focus towards long term shareholder value behaviours and outcomes;
• Disclosure of relevant personal interests so that potential situations of conflict of interest can be identified and appropriate action undertaken to avoid compromising the independence of the Board; and
• Securities dealings in compliance with the Group’s strict guidelines and in accordance with the values of honesty and integrity.

Company Secretaries

The details of the Bank’s Company Secretaries, including their experience and qualifications are set out below.

John Hatton has been Company Secretary of the Commonwealth Bank of Australia since 1994.

From 1985-1994, he was a solicitor with the Bank’s Legal Department.

He has a Bachelor of Laws degree from Sydney University and was admitted as a solicitor in New South Wales. He is a Fellow of Chartered Secretaries Australia and a Member of the Australian Institute of Company Directors.

Carla Collingwood was appointed a Company Secretary to the Bank in July 2005

From 1994 until 2005, she was a solicitor with the Bank’s Legal Services Department, before being appointed to the position of General Manager, Secretariat. She holds a Bachelor of Laws degree (Hons.) and a Graduate Diploma in Company Secretary Practice from Chartered Secretaries Australia.

Board Charter

Purpose

The Board Charter

• Sets out the functions and powers of the Board; and
• Describes the relevant roles of the Board and Management and their relationship

Context

• The Bank objective is to create long term shareholder value for its shareholders through providing financial services to its customers, and producing sustained best-in-industry performance in safety, community reputation and environmental impact.
• The Bank vision is to be Australia’s finest financial services organisation through excelling in customer service.
• The values of the Bank are trust, honesty and integrity.  The Board carries out the legal duties of its role in accordance with those values and having appropriate regard to the interests of the Bank’s customers, shareholders, staff and the broader community in which we operate.

The Roles of the Board and Management

• The Board is appointed by the shareholders to direct and control the Bank.  Non Executive Directors will be in a clear majority on the Board, and be able to form an independent view of the recommendations and performance of management.  This requires that they are not part of the management process and this in turn leads to the NED role being part time.
• The respective roles that the Board has reserved for itself, and delegated to management, must be viewed in this context.

Powers reserved for the Board

The Board is responsible for and has the following powers reserved to it:

• Corporate Governance of the Bank, including the establishment and empowerment of Committees of the Board to assist in its functions; 
• Adhere to the 'if not why not' principles based approach of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.
• Overseeing the business and affairs of the Bank by:
  - establishing, with management, and approving the strategies and financial objectives to be implemented by management;
  - approving major corporate initiatives;
  - approving the undertaking of new business ventures in new countries;
  - approving capital expenditure in excess of limits delegated to management;
  - approving capital management initiatives;
  - overseeing the establishment of systems of risk management by approving accounting policies, financial statements and reports, credit policies and standards, risk management policies and procedures and operational risk policies and systems of internal controls;
  - monitoring the performance of management directly and through its Committees; and
  - carrying out the functions specifically reserved to the Board and its Committees under the policies of the Board and the charters of those Committees.
• Approval of documents (including reports and statements to shareholders) required by the Bank’s Constitution, the Corporations Act and other applicable regulation;
• Appointing the Chief Executive Officer and determining all aspects of the employment of the Chief Executive Officer.  For the CEO's direct reports, the Board is the final approval authority for appointment, remuneration and performance appraisal.  The Board also approves the appointment of the Heads of major subsidiaries;
• Approval of the Bank’s major HR policies and overseeing the development strategies for senior and high performing executives including succession planning for the CEO and Group Executive positions;
• Allotment of securities in the Bank.
• The Board retains the right to alter the matters reserved for its decision.

Functions

• In carrying out its role, the Board will operate in a manner reflecting the Bank’s values and in accordance with its agreed Corporate Governance Guidelines, the Bank’s Constitution, the Corporations Act and other applicable regulations.

Powers Delegated

• Beyond the "Powers reserved for the Board" above, the Board delegates to the CEO authority to achieve the Bank Objective.  Within this delegation, the CEO is free to take all decisions and actions to achieve the Bank Objective, but taking into account the accountability and reporting obligations and the CEO Requirements listed below.

Accountability and Reporting

• The CEO is accountable to the Board for the exercise of authorities delegated by the Board and for the performance of the Bank.
• The Board will monitor the actions of the CEO and the performance of the Bank through:
  - consideration of reports and presentations prepared by management for the Board and its Committees.
  - discussion with and questioning of management at Board and Committee meetings.
  - dialogue with management outside formal meetings through arrangements agreed with the Chairman and CEO.
• The Board and Committees may make direct requests for information including from the CEO, any employee of the Bank,