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 24, 2021

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        ¨ 

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): ¨

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): ¨

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 and 333-228294), as such prospectuses may be amended or supplemented from time to time.

Westpac New Zealand to commission independent risk reviews

The Reserve Bank of New Zealand (RBNZ) has instructed Westpac New Zealand (WNZL) to commission two independent reports concerning its risk governance and liquidity risk management.

The first report will assess WNZL’s risk governance processes and practices applied by the WNZL Board and executive management.

The second report relates to the effectiveness of the actions WNZL has taken to improve the management of liquidity risk and the associated risk culture, following previously identified breaches of the RBNZ’s Liquidity Policy (BS13) and potential non-compliance identified through the RBNZ’s liquidity thematic review.

RBNZ will require WNZL to hold additional liquid assets until the RBNZ is satisfied that the previously required remediation work has been effective.

Index to Exhibits

Exhibit No.	Description
1	ASX Release – Westpac New Zealand to commission independent risk reviews

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, macro and micro economic and market conditions, results of operations and financial condition.

We use words such as ‘will’, ‘may’, ‘expect’, ‘intend’, ‘seek’, ‘would’, ‘should’, ‘could’, ‘continue’, ‘plan’, ‘estimate’, ‘anticipate’, ‘believe’, ‘probability’, ‘risk’, ‘aim’ 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 2020 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission, as well as the ongoing impact of COVID-19. 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.

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 24, 2021	By:	/s/ Yvette Adiguzel
			Yvette Adiguzel
			Tier One Attorney

EX-1

Exhibit 1

ASX Release 24 MARCH 2021 Westpac New Zealand to Commission Independent Risk Reviews Westpac New Zealand Limited (“WNZL”) has today released the attached media statement in relation to independent reviews required by the Reserve Bank of New Zealand into WNZL’s risk governance and liquidity risk management. For further information: David Lording Andrew Bowden Group Head of Media Relations Head of Investor Relations 0419 683 411 0438 284 863 This document has been authorised for release by Tim Hartin, General Manager & Company Secretary. Level 18, 275 Kent Street Sydney, NSW, 2000

Westpac New Zealand Limited Media Release 24 March 2021 WESTPAC NEW ZEALAND TO COMMISSION INDEPENDENT RISK REVIEWS The Reserve Bank of New Zealand (RBNZ) has instructed Westpac New Zealand (WNZL) to commission two independent reports concerning its risk governance and liquidity risk management. The first report will assess WNZL’s risk governance processes and practices applied by the WNZL Board and executive management. The second report relates to the effectiveness of the actions WNZL has taken to improve the management of liquidity risk and the associated risk culture, following previously identified breaches of the RBNZ’s Liquidity Policy (BS13) and potential non-compliance identified through the RBNZ’s liquidity thematic review. The breaches of the RBNZ’s Liquidity Policy were previously reported to the RBNZ and the Australian Prudential Regulation Authority (APRA) and also first disclosed in WNZL’s September 2020 Disclosure Statement. On 1 December 2020 APRA announced actions it was taking against WNZL’s parent, Westpac Banking Corporation, as a result of these issues. RBNZ will require WNZL to hold additional liquid assets until the RBNZ is satisfied that the previously required remediation work has been effective. The Reserve Bank has stated that it is “confident that Westpac NZ’s current liquidity and funding positions are sound, and that the bank is well capitalised”. Westpac New Zealand acknowledges the importance of liquidity and risk governance obligations and will support the independent reviewers to provide the necessary reports to the Reserve Bank. WNZL will also act promptly on any recommendations from the reviews. WNZL has taken a number of steps to improve risk governance but recognises more work is required, and supports the additional oversight that the independent reports will provide. The reviews apply only to WNZL and not the governance processes of Westpac Banking Corporation in Australia or its New Zealand branch. ENDS Media contact: Will Hine Westpac NZ Senior Manager External Communications 021 433 715 will.hine@westpac.co.nz