For five years a borrower's overdraft has swung between US$200k and US$900k every month. For the last three months it has sat between US$850k and US$900k.
The Bank Annual Review
Not an audit, not a formality — a renegotiation window that swings both ways, and the bank arrives already briefed.
BY MICHAEL SHANG · SIXTEEN YEARS IN COMMERCIAL BANKING · UPDATED
// THE SHORT ANSWER
A bank annual review is the bank re-underwriting a facility it has already approved, with a year of evidence it did not have last time — not an exam. It walks in knowing your facility utilisation curve and whether it cleaned down, your daily account conduct, when your management accounts arrived and not just what they said, and your covenant trajectory quarter by quarter. The review tests whether your account of the year matches the account's account of the year. This page sets out what the bank already knows, the pack that changes the tone, what is negotiable, and the unforced errors.
BASIS Practitioner judgment from sixteen years in commercial banking, set out in How Bankers Think (Highbank Press, 2026). Every borrower on this site is a composite constructed for teaching, not a client. The market is mid-market commercial lending as practised in New Zealand and Australia; where a convention differs elsewhere, the page says so.
// BEFORE THE BANK READS IT
The first checks a credit desk runs — is the growth real, does EBITDA convert to cash, are suppliers carrying the gap — on twelve numbers from your own accounts, with the senior banker's written read. Free, no signup, no data stored.
// 01 — WHAT THE REVIEW ACTUALLY IS
Most committed facilities carry an annual review: the bank's contractual window to re-underwrite the relationship — refresh the financials, test the covenants, and adjust limits, margins and terms. From the borrower's chair it is often experienced as an audit to be survived. It is better understood as a renegotiation window that swings both ways: the same mechanism that lets a bank tighten a deteriorating facility is the venue where a performing borrower converts evidence into better pricing, higher limits, and looser terms. The institutional machinery behind it is set out in How Banks Manage Credit Risk; this page is the borrower's side of the table.
// 02 — WHAT THE BANK WALKS IN KNOWING
The single most useful reframe: the bank has been preparing for this meeting all year, using data you generate daily. Your facility utilization curve — its shape, its peaks, whether it cleaned down. Your account conduct — the daily record of what actually happened to cash. Your reporting behaviour — not just what the management accounts said, but when they arrived. Your covenant trajectory, quarter by quarter. By the time the meeting is booked, the desk has a view; the review tests whether your account of the year matches the account's account of the year, and divergence between the two is itself the finding.
This is why preparation is not about volume. It is about demonstrating that you read your own business the way the bank reads it — which is, not coincidentally, the skill this whole site teaches from the other chair.
// 03 — THE PACK THAT CHANGES THE TONE
Three disciplines separate the borrowers who run their reviews from those who attend them. Punctual information: annual statements and management accounts on time, because lateness is read as a signal — one of the earliest a desk acts on — before anyone opens the file. Variances told, not found: name the weak quarter, its cause, and what changed, before being asked. A borrower narrating their own weaknesses reads as management; a banker discovering them reads as risk. The forward view with the ask attached: next year's plan, its facility implications, and anything you want — a limit change, a pricing review, a guarantee conversation — raised now, inside the window built for it, rather than mid-year as an exception.
// 04 — WHAT IS GENUINELY NEGOTIABLE
More than most borrowers use. Pricing, on evidence: sustained covenant headroom, utilization discipline, improved security cover or risk grade are all legitimate grounds, and banks expect performing clients to raise it. Limits, in both directions — including down: paying commitment fees on headroom you never use is a cost with no purpose, and right-sizing reads as discipline, not weakness. Covenant levels and definitions, reset against what the business now is rather than what it was at origination. And security scope — the review is the natural moment to raise release of security or guarantees that performance has outgrown, with the one-way-door logic from the guarantees page in mind: propose, with cover arithmetic, rather than request.
The framing rule across all four: ask on your numbers, not on the relationship's vintage. Twenty years of history is context; four quarters of evidence is a case.
// 05 — THE FOUR OUTCOMES, AND WHETHER THE BANK CAN CALL THE LOAN
A review ends in one of four places. No change, which is the usual outcome on a performing file and is not nothing: it is the bank re-committing for another year on the evidence. Repricing, in either direction — up when the risk grade has slipped or the bank's own cost of capital has moved, down when a borrower asks on evidence. Added conditions: more frequent reporting, a covenant tested monthly instead of annually, a new undertaking, a valuation. And a smaller facility — a reduced limit, or a request that part of the exposure be repaid over a period. The last is rare without warning; the third is the warning.
Whether the bank can call the loan depends on the product, not on the review. An overdraft or any facility expressed as repayable on demand can be called at any time, review or no review; the review is where the bank decides whether it is still willing to keep making the money available. A committed term loan cannot be called before maturity unless an event of default exists, and a review that finds nothing wrong does not create one. A committed revolving facility sits between the two: committed until its expiry date, and the review is very often that date, which is why renewal rather than call is the word to worry about.
Three signs a review is going badly, in the order they usually appear: the bank asks for reporting more often than it did; it asks for an updated valuation or a look at security it had not questioned before; and the banker asks, lightly, whether you have talked to other banks. Each is a file changing lanes. The response that works is the one described in the pack section above, delivered sixty to ninety days before the review rather than at it — because by the meeting, the grade has usually already been proposed.
// 06 — THE UNFORCED ERRORS
The review's failure modes are almost all self-inflicted. Lateness — the pack that arrives six weeks after year-end has already said something, whatever is in it. The surprise — anything material the bank learns in the meeting that you knew before it: a lost customer, a covenant near miss, a director change. The formality assumption — treating the review as paperwork and sending the accountant alone, which converts the one scheduled strategic conversation with your funder into an administrative call. And the empty ask — requesting better pricing with no evidence attached, which spends credibility the next real request will need. None of these require sophistication to avoid; all of them are common enough that avoiding them is itself a differentiator.
// STANDARDS THIS SITS BESIDE
The recognised ground this page sits beside. Each was opened and checked when cited; none is a source for the framework itself.
- Basel Committee on Banking Supervision, Basel Framework, CRE36 — IRB approach: minimum requirements, paragraph 36.41 — Borrower and facility ratings must be refreshed at least once a year, more often for higher-risk borrowers, and redone whenever material information arrives — the bank's side of the review in section 01.
- Australian Prudential Regulation Authority, Prudential Standard APS 220 Credit Risk Management (in force 1 January 2023) — paragraphs 64 and 84 — A bank must monitor the condition of each exposure and review its exposures regularly so that their classification and provisions stay right — what the year of data in section 02 is collected for.
- Australian Banking Association, Banking Code of Practice (2025) — paragraphs 93–94 — A small business not in default gets at least three months' notice of a decision not to extend a loan that is not repaid by instalments, and an extension need not be on the same terms — the renewal question in section 05, where the code applies.
// QUESTIONS PEOPLE ASK
- What does the bank actually look at in an annual review?
- Two files, and only one of them comes from you. The first is your updated pack: financial statements, covenant compliance, the forward view. The second the bank has been keeping all year — your facility utilization curve, your account conduct, how your debtor days have tracked, whether your reporting arrived on time. The review meeting is largely a comparison of the two: does what you say match what the account has been saying? Borrowers who understand that the bank arrives already briefed prepare differently — the pack's job is not to inform the bank but to show you read your own business the way they do.
- Can the bank cut my facility at an annual review?
- On a facility reviewed annually, yes — a working capital line or an overdraft renewed each year comes up at the review, and that is the contractual window where limits, pricing and covenants can be adjusted, in either direction; it is the mechanism that makes banks comfortable lending on those terms at all. A committed term loan is different: its limit and margin are usually fixed until maturity unless there is an event of default, and the review reads it rather than resets it. In practice, unprompted cuts to performing facilities are uncommon; reductions usually follow visible signals — sustained under-utilization, deterioration, or sector appetite tightening. The practical protection is not hoping the window passes quietly, but arriving with the evidence that supports what you want held or extended: utilization that justifies the limit, covenant performance with headroom, and a forward story the numbers can carry.
- How should I prepare for a bank annual review meeting?
- Three disciplines carry most of the value. Be on time with the information — late accounts are themselves a signal, and among the earliest ones desks act on. Tell the variances before being asked: the review reads much better when the borrower names the weak quarter and its cause than when the banker finds it. And bring the forward view with the request attached — next year's plan, what it means for facilities, and any ask you want considered, raised now rather than mid-year when it becomes an exception. A borrower who does these three runs the meeting; one who does none of them attends it.
- Can I check my numbers the way the bank will before the review?
- Yes, and it is worth doing before the pack goes in. Much of the credit desk's first read is arithmetic on figures you already hold: whether revenue growth is real or being bought with working capital, whether EBITDA is converting to operating cash, and whether suppliers are quietly funding the gap. Banking Judgment Lab's free Three Diagnostics calculator runs those checks on twelve numbers from two years of accounts and returns the written read a senior banker would give — so the weak quarter is one you name, not one the bank finds.
- Can I negotiate pricing at an annual review?
- Yes — the review is precisely the venue for it, and evidence is the currency. A year of covenant performance with headroom, improved utilization discipline, strengthened security cover, or a risk-grade improvement are all legitimate grounds to ask for margin, and banks expect the conversation from well-performing clients. Two framing rules help: ask on the evidence rather than on the relationship's length, and know what the alternatives actually are before implying them — a repricing case built on your own numbers lands better than one built on a competitor's rumoured rate.
- What happens if my covenants are looking tight at review time?
- Raise it before the bank does — the difference in outcome is substantial. Tight-but-met covenants flagged early, with a cause and a plan, usually produce a constructive conversation: a reset to realistic levels, a temporary adjustment, sometimes just documented watchfulness. The same numbers discovered by the bank, after a quarter of silence, start the conversation from suspicion instead. Candour is literally priced in this process: the borrower who brings bad news early keeps options — resets, waivers, time — that silence forecloses, and every experienced banker can name files where the silence did more damage than the numbers.
- Can the bank call my loan at an annual review?
- It depends on the product, not on the review. An overdraft or any facility expressed as repayable on demand can be called at any time, and the annual review is simply where the bank decides whether it is still willing to keep making the money available. A committed term loan cannot be called before maturity unless an event of default exists, and a review that finds nothing wrong does not create one. A committed revolving facility is committed until its expiry, which is very often the review date — so on that product the risk is non-renewal rather than call, and it announces itself in advance through more frequent reporting, a request for a valuation, or a question about whether you have spoken to other banks.
// SEE THE OTHER SIDE OF THE TABLE
The machinery your review runs inside — covenants as thermometers, the early-warning reads, why candour is literally priced — is the third file of the How Banks Work cluster.
How banks manage credit risk →THE IN-TRAY · ONE MINUTE
Make the call on one file.
A short file on the ground this page covers. Every option opens with how far it sits from a senior banker’s read.
1 FILES · PICK A CALL ON ANY OF THEM
5 MORE ON CHAPTER 6 · THE THREE MODES OF WATCHING →WHERE DO YOU READ FROM? THE PLACEMENT →
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