Invitation and notice of 2015 Annual General Meeting

Transcription

1 Invitation and notice of 2015 Annual General Meeting Invitation and notice Notice is hereby given that the 58th Annual General Meeting of mecu Limited (trading as Bank Australia) will be held at: Venue Date Time Melbourne Museum Theatre Room 11 Nicholson Street Carlton, Victoria 3053 On Wednesday 25 November 2015 Registration 5.00pm Annual General Meeting commences 6.00pm Light refreshments will be available following the meeting. Annual General Meeting attendance To RSVP your attendance please call or If you cannot attend in person this year s Annual General Meeting will be recorded and posted on our website. Please visit bankaust.com.au/2015agm Voting You can vote online at bankaust.com.au/2015agm or contact us on or 2015AGM@bankaust.com.au to ask for a postal ballot pack to be sent to you. The Board encourages you to exercise your rights as a shareholder to vote on the matters before the meeting, and to attend the Annual General Meeting. By order of the Board Chris Newey Secretary Dated 1 October 2015 Ask a question Customers are encouraged to raise questions prior to the Annual General Meeting via to 2015AGM@bankaust.com.au or write to the Company Secretary at Private Bag 12, Kew VIC Consistent themes raised in questions will be addressed by the Chairman or Managing Director during their presentations. Corporate Report Bank Australia s Corporate Report may be obtained from or inspected at any of the bank s branches or offices from 4 November The Detailed Corporate Report and Statutory Financial Report will also be available online at bankaust.com.au from this date. This landscape is inspired by the Stirling Ranges in Western Australia. 01

2 Agenda Annual General Meeting 1. Opening and apologies Chairman 2. To confirm the Minutes of the 57th Annual General Meeting of mecu Limited held on 26 November Presentation Chairman 4. Presentation Managing Director 5. To receive and consider the Financial Statements, the Directors Report and the Independent Auditors report for the financial year ended 30 June To declare the results of the 2015 Director election. 7. To consider and if thought fit, approve the following special resolution to amend the bank s Constitution and allow the bank to refund existing shareholders the paid up subscription price: That: the bank s Constitution be amended by adding the underlined words and deleting the struck out words in the marked up copy of the Constitution tabled at the Annual General Meeting and signed by the Chairman for identification purposes, and the amendments and additions made to Clauses A1-5 to A1-9 in Appendix 1 of the tabled Constitution apply as amendments and additions to the terms of issue of all existing member shares issued by the bank. 8. To consider and if thought fit, approve the following ordinary resolution to determine the amount of non-executive Directors remuneration: That the total sum of $562,671 (a 1.3% increase) per annum be paid on a pro rata basis to the seven non-executive Directors by way of fees, concessions and other benefits. The Directors may determine how the sum is to be apportioned among them and how and when it is to be paid. The said sum includes relevant taxes payable either by the bank or Directors. Explanatory Notes to Resolutions AGM Agenda Item 5 Financial Reports The Corporations Act 2001 requires the Financial Report, the Directors Report and the Independent Audit Report of the bank to be laid before the Annual General Meeting. Shareholders will be provided with an opportunity at the Annual General Meeting to ask questions in relation to these reports. Annual General Meeting Agenda Item Director Election At this time each year shareholders are contacted regarding the annual election of Directors. The materials for this year s election are included with this notice. Report of the Nominations Committee The Chair of the Nominations Committee has provided the following report: In accordance with Bank Australia s Constitution Section A3-4 (5) Nominations Committee of Appendix 3 Election of Directors, the Nominations Committee hereby declares that: there were no nominated candidates who failed to make themselves available for interview by the Nominations Committee the following nominated candidates demonstrated an ability to be Directors of Bank Australia in accordance with Clause A3-4 (7): Anne-Marie Corboy Rosemary Bryant-Smith Melissa Bastian* Peter Riddles Christopher Lewis Chair Nominations Committee 9. Close Refer to explanatory notes for AGM items 5 8. * Asterisk denotes Director standing for re-election 02

3 AGM Agenda Item 7 Amendments to Constitution The bank is proposing a number of amendments to modernise its Constitution and allow it to respond more effectively to changes occurring in digital banking. The special resolution will amend the Constitution by: a. reducing the subscription price for member shares from $5 to $nil b. allowing the bank to refund the paid up subscription price to shareholders, whilst allowing shareholders to retain their share and all associated rights c. allowing the bank to issue member shares to existing customers who are not shareholders without application d. removing the requirement for a written application for membership e. replacing the requirement that the majority of Directors must be elected, with a requirement that a majority of Directors (excluding any Board appointed Executive Director) must be elected f. clarifying that the aggregate Directors remuneration approved by shareholders is an annual amount rather than an amount for a financial year g. clarifying that in the election of Directors, if the bank implements an electronic voting system, it only needs to send a paper postal ballot to shareholders who request it h. extending the application of the demutualisation rules in the Constitution until the end of the 2018 AGM. The special resolution will also apply to the terms of issue of all existing member shares. The changes allow the bank to refund the paid subscription price on member shares, without redemption or termination of membership. Explanatory Notes a. Reducing member share subscription price from $5 to $nil ly the bank requires a person to pay a $5 subscription price to acquire a member share and become a shareholder. Although this $5 is refunded when the membership ends, the initial payment of $5 for the share is a challenge and places the bank at a commercial disadvantage. This is particularly true for new customers who wish to become a customer online. It is important to note, the amendments will have no impact on the bank s mutual status. The bank is committed to remaining a mutual and all of our customers will still receive and retain a member share. b. Refunding paid subscription price to shareholders without terminating membership Existing shareholders who have already paid a $5 subscription price on joining the bank will have their $5 refunded. This will ensure a consistent and fair approach is applied to all of the bank s shareholders. The return of the $5 subscription price will have no effect on the rights of existing and new shareholders. Each existing shareholder will retain their original share and all of the rights attached thereto. The bank intends to act on this amendment as soon as practicable after the Annual General Meeting by crediting the paid up subscription price of $5 to each shareholders main access or savings account. c. Issuing member shares to existing customers without application To avoid any commercial disadvantage created by the $5 subscription price, the bank has, in accordance with the Constitution allowed persons to open accounts and acquire loans without them becoming shareholders. The bank, as a customer owned bank, would prefer for all of its customers to be shareholders so that all customers can have a say on matters reserved for shareholders at each Annual General Meeting. 03

4 With the subscription price set to $nil the only remaining barrier to converting non-shareholding customers to shareholders is the current requirement for a person to apply for membership. The Constitution will be amended to allow the bank to issue one member share with a $nil subscription price to each existing customer without any application. This will only apply to existing non-shareholding personal customers as at the date of the 2015 Annual General Meeting. There are approximately 9,000 or 7.1% of total customers impacted by this change (excluding nonpersonal customers such as corporations, body corporates and trustees which do not hold a member share and are not impacted by this change). d. Remove requirement for written application for membership ly a person must apply for a member share in writing, which may be electronically. The requirement for the application to be in writing can be a barrier to new customers joining the bank. Removal of the requirement for a written application, will allow the bank to accept shareholder applications electronically or verbally. e. Exclude Board appointed Executive Director in calculating minimum number of elected Directors The Board is able to appoint up to three Director s under the current Constitution based on a Board of eight Directors, and has chosen to allocate one of those positions to an Executive Director, Mr Damien Walsh. The Board therefore currently consists of five memberelected non-executive Directors, two Board-appointed non-executive Directors, Mr Greg Camm and Ms Michelle Somerville, plus Mr Damien Walsh who is appointed to the Board as the Managing Director and is therefore an Executive Director. Under the proposed amendment, and based on a Board of eight Directors, the Board Composition could change to a minimum of four member-elected Directors and up to three Board-appointed non-executive Directors, plus an executive Director. The Board recognises its responsibility to ensure effective governance and has adopted a formal Director renewal program. The Board appoints non-executive Directors from time to time in order to ensure the Board has the specific skills, expertise and diversity to govern the operations of a large unlisted public company, such as Bank Australia. f. Amending the wording to clarify when Directors remuneration changes ly under the Constitution shareholders approve the maximum aggregate Director s remuneration that may be paid to Directors each financial year. This special resolution will remove reference to financial year and clarify that shareholders approve the annual aggregate Directors remuneration. This change reflects the practical situation that changes in Directors remuneration take effect only when approved by shareholders at the Annual General Meeting rather than at the start of the financial year. g. Election of Directors sending postal ballots only on request In accordance with the bank s commitment to sustainability, electronic voting has been used by the bank since Electronic voting minimises the use of natural resources, reduces costs and is a secure, convenient and efficient way for shareholders to have their say in the governance of the bank. The proposed changes will clarify that if the Board implements an electronic voting system it only has to send postal ballots and related envelopes to shareholders who request them. Importantly, shareholders who are unable, or do not wish to vote online will still be able to request a postal ballot pack. h. Extending Demutualisation Protection Rules The purpose of this change is to extend existing demutualisation protection rules in the Constitution that cease to have effect after the end of the 2015 Annual General Meeting for a further three years to The demutualisation protection rules protect shareholders rights and entitlements to the bank s reserves should the bank demutualise and/or become the subject of a takeover bid. Demutualisation means that the bank would no longer be a customer owned organisation whereby each shareholder owns one share that entitles them to one vote. It is important to note that no takeover bid has been received by the bank and there are no plans to demutualise. Your Board strongly recommends an extension of the existing demutualisation protection rules by extending the sunset clause for a further three years to It is important to note that, under the proposed change, the majority of non-executive Directors must still be elected by shareholders. 04

5 The demutualisation protection rules: impose an additional shareholder ballot process before the bank can demutualise limit the right to share in the bank s surplus and profits in the event of a demutualisation to shareholders of at least 2 years standing. Independent Experts Opinion An Independent Experts Report has been prepared by Grant Thornton confirming that in their view the proposed changes to the Constitution are in the best interests of mecu Limited members as a whole. A concise version of their report is included as Annexure 1. A full copy of the Independent Expert s Report can be found at bankaust.com.au/2015agm. AGM Agenda Item 8 Non-executive Directors Remuneration The Board recommends: That the total sum of $562,671 (a 1.3% increase) per annum be paid on a pro rata basis to the seven non-executive Directors by way of fees, concessions and other benefits. The Directors may determine how the sum is to be apportioned among them and how and when it is to be paid. The said sum includes relevant taxes payable either by the bank or Directors. Governance Committee The Board has established a Board Governance Committee and a Remuneration Policy that aligns remuneration and risk management. Board remuneration is fixed and does not contain any variable performance based components to ensure alignment with prudent risk-taking. Remuneration is designed to encourage behaviour that supports: a. the bank s long-term financial soundness b. the risk management framework of the bank. The Governance Committee has sought and considered advice from independent sources relating to remuneration of the Board of Directors within the Finance Industry generally and the Customer Owned Banking Sector specifically. The proposed increase of 1.3% ensures relativity with the market median is maintained and will place average Director remuneration slightly under the market median for listed Australian companies of comparable size and complexity. Maintaining competitive remuneration ensures the bank is able to continue to attract talented Directors to undertake the corporate responsibilities of serving on the Board of a financial institution. Please note the amount of $562,671 is for aggregate non-executive Directors remuneration and is not the amount paid to individual Directors. The sum represents an increase of $7,221 in aggregate or 1.3%. 05

6 Anne-Marie Corboy Candidate Statement for Bank Australia Director Election Age: 61 Employment & Experience Company Director (for over 20 years) CEO of HESTA and Company Secretary to H.E.S.T. Australia Ltd May 1998 to February 2015 Branch Secretary of the Australian Education Union (AEU) 10 years with the Victorian Education Unions Teacher (10 years) Experience Strategic Planning Corporate Governance Financial Management Customer/Member Centric Focus Stakeholder Management Ability to manage growth in a competitive environment Qualifications Graduate Australian Institute of Company Directors Bachelor of Arts Diploma of Education Bachelor of Education Diploma of Financial Services AIST Certificate of Super Practice Executive Education The Wharton School of the University of Pennsylvania Directorships Utilities of Australia Pty Ltd Netball Australia Ltd MDC Foundation Ltd Peter MacCallum Cancer Centre Melbourne Cricket Ground (MCG) Trust (Trustee) Industry Super Australia Australian Council for Superannuation Investors Super Member Investments Women in Super Northern Health Board Chair Kangan Batman Institute Council Chair Victorian Superannuation Board State Superannuation Board Foundation for Sustainable Economic Management Advisory Board Member Australian Institute of Superannuation Trustees Board member Membership, Affiliations, Honours and Awards Member, Australian Institute of Company Directors Member, Chief Executive Women Member, Ministerial Advisory Panel on Financial Advice and Professional Standards (2012) 2011 listed as one of Australia s True Leaders by the Australian Financial Review 2013 and 2014 recognised as one of Australia s 100 Women of Influence by the AFR/Westpac won the Board/Management category in 2014 Contact Details am05@bigpond.com 06

7 Rosemary Bryant-Smith Candidate Statement for Bank Australia Director Election Age: 39 Employment & Experience Founding owner of Worklogic, a national firm advising employers on workplace relations and risk management Director of Australian Home Care Services, a major provider of health, home care and commercial cleaning services, owned by Multiple Sclerosis Ltd Lawyer/Senior Associate at leading law firms Allens Linklaters and Clayton Utz, with expertise in corporate law, employment, and occupational health and safety Director of membership organisations, non-profits and social enterprises Experience Corporate governance Membership organisations Risk management Strategy Law and compliance Ethics Qualifications Bachelor of Arts/Bachelor of Laws (1st Class Honours) University of Melbourne (2000) Company Directors Diploma Australian Institute of Company Directors (2010) Vincent Fairfax Fellowship in Ethics and Leadership The Ethics Centre (2009) Directorships Worklogic Pty Ltd (2007 present) Australian Home Care Services Pty Ltd (2013 present) Australian Home Care Services Risk and Audit Committee (2013-present) Progressive Primary Health Ltd ( ) YWCA Victoria Ltd ( ; Chairman ) Social Housing Victoria Ltd ( ; Chairman ) Inner North West Melbourne Medicare Local Limited (2012) YWCA Australia Ltd ( ) Membership Committee and Finance, Audit and Risk Committee of YWCA Victoria Ltd ( ) Memberships, Affiliations, Honours and Awards Member of Bank Australia since 1987 Fellow, Vincent Fairfax Fellowship in Ethics and Leadership Graduate Member, Australian Institute of Company Directors Certified Professional, Australian Human Resources Institute Life Member, YWCA Victoria Contact Details rbryantsmith@worklogic.com.au Further study: Postgraduate Banking Law (Monash University, 2015), Risk Management (2014), Strategy (2013), Project Management (2009) and Accounting and Finance (2008) 07

8 Melissa Bastian * Candidate Statement for Bank Australia Director Election Age: 44 Employment Company Director Bank Australia and Latrobe Community Health Service Local Government Contractor A range of managerial roles within Local and Federal Government Manager National Legal Panel, CGU Insurance Ltd Variety of roles in the health, insurance and legal industries Experience Broad legal and managerial experience in the private and public sectors Stakeholder and people management Contract negotiations Strategic planning Compliance and Risk Management Corporate Governance Qualifications Graduate of the Australian Institute of Company Directors Course (2012) Graduate of the Gippsland Community Leadership Program (2011) Admitted to the Supreme Court of South Australia to Practice as a Barrister & Solicitor (2002) Graduate Diploma in Legal Practice Law Society of South Australia (2002) Bachelor of Laws with Honours University of Adelaide (2002) Bachelor of Business (Management) Monash University (1999) State Registered Nurse Royal Melbourne Hospital (1992) Directorships mecu Limited (trading as Bank Australia) (Nov 2012) mecu Limited Committees: Audit & Compliance Governance Ed Credit Services Pty Ltd (Nov 2013) Latrobe Community Health Service (January 2011) Latrobe Community Health Service Committees: Audit & Risk (Chairman) Memberships & Affiliations Member Australian Mutuals Institute (MAMI) Associate Member Finsia (AFin) Graduate Member of the Australian Institute of Company Directors (GAICD) Graduate Gippsland Community Leadership Program Member Rosedale Primary School, School Council Volunteer for DonateLife Contact Details mjbastian@hotmail.com * Asterisk denotes Director standing for re-election 08

9 Peter Riddles Candidate Statement for Bank Australia Director Election Age: 61 Employment & Experience Since 2007, has been a Non-executive Director and consultant to industry and government on innovation Studied at various Universities (Queensland, Stanford) and enjoyed a career as a research leader at CSIRO between 1985 and 1999 From 2000 to 2007 contributed to the establishment of IMBcom (University of Queensland) and Griffith Enterprise (Griffith University) Experience Extensive board and governance experience of companies and organisations where innovation and science are the core business. Strategic planning and stakeholder engagement Qualifications BSc(Hons) PhD Graduate Diploma in Business Corporate Directors Diploma Directorships Board Member, CSIRO, Member of Audit and Risk Committee, (Apr 2014) Director, Hear and Say Centre for Deaf Children Ltd (Nov 2013) Director, National Stem Cell Foundation of Australia Ltd (2012) Chair, Griffith Enterprise (at Griffith University) (Jan 2008) Chair, Wound Management Innovation, Chair, Nominations and Review Committee ( ) Member, Industry Research and Development and Innovation Australia Boards (included Chair of various committees) ( ) Director, Australian Stem Cell Centre Ltd; Member, Audit and Risk Committee ( ) Chair, Life Sciences Queensland Ltd ( ) President, AusBiotech Ltd ( ) Membership, Affiliations, Honours and Awards Fellow in Biochemistry, Stanford University ( ) Fellow of the Australian Institute of Company Directors Member of the Institute of Directors (UK) Awarded Honorary Life Membership of AusBiotech (2004) Awarded Queensland Life Sciences Industry Excellence Award (2010) Fellow, California Technology Council (2014) Contact Details peter.riddles@gmail.com 9