8 May Dear Member

Transcription

1 8 May 2015 Dear Member On behalf of the Board of Special Olympics Australia (SOA or the Company) I am pleased to invite you to attend the Company s 2015 Annual General Meeting (AGM) which will be held at 11.00am at Level 3, 215 Euston Road Alexandria NSW 2015 on Saturday, 30 May I also attach the Annual Financial Report of the Company for the year ended 31 December This letter accompanies a Notice of Meeting (Notice) in respect of the AGM. The Resolutions are set out in the Notice and more details are provided in the Explanatory Memorandum accompanying the Notice. SOA also received notice by a group of members to put six proposed resolutions at the AGM. However in ongoing correspondence with these members over a number of months, we have explained to them that the resolutions are not items that can be voted on by members. Legal advice received from Baker McKenzie clarified why the resolutions are not items to be dealt with under the Constitution. This advice was provided for SOA only and cannot be relied upon by others. After much communication over a number of months between SOA and these members, no agreement was reached so we offered these members formal mediation to which they agreed. Over the past month we have been identifying a suitable mediator. The NSW Government Community Justice Centre has agreed to conduct the mediation and it has commenced correspondence on the matter between the parties. Therefore, these items are not being put forward to members at this AGM but the outcome of the mediation will be communicated as appropriate. I am aware that this Notice is much longer than we are all used to, and that is because of the number of resolutions being put forward at the Meeting. I encourage you to read these documents in detail and vote as the Board recommends. If you have any questions regarding this Notice, please contact our Company Secretary Mark Langan by at langan@companymatters.com.au or telephone Members attending the AGM will have the opportunity to ask questions at the Meeting. If you are unable to attend the Meeting and have a question that you would like to addressed to the Board or to our external auditor, KPMG, please your question to our Company Secretary, Mark Langan, at langan@companymatters.com.au by 5.00pm, Monday 25 May I look forward to seeing as many of you as possible at the AGM. Yours sincerely, Nigel Milan Chairman Special Olympics Australia Special Olympics Australia PO Box 6346, Alexandria NSW 2015 Phone info@specialolympics.com.au ABN

2 SPECIAL OLYMPICS AUSTRALIA ACN NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting (AGM or Meeting) of the Members of Special Olympics Australia (SOA or the Company) will be held: Date: Saturday, 30 May 2015 Time: 11:00am (Sydney time) Venue: Level Euston Road Alexandria NSW 2015 The Explanatory Memorandum accompanying this Notice of Meeting (Notice) provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and proxy form are part of this Notice. BUSINESS OF THE MEETING A. Consideration of Reports To receive and consider the Annual Financial Report, the Directors Report and the Independent Auditor s Report of the Company for the financial year ended 31 December A copy of the Annual Financial Report was circulated to Members with the Notice of Annual General Meeting. Members can also view the Annual Financial Report for the year ended 31 December 2014 on the Company s website at B. Questions and Comments Following consideration of the Reports, the Chairman will give Members attending the Meeting a reasonable opportunity to ask questions about or comment about the management of the Company. The Chairman will also give Members an opportunity to ask the Auditor questions relevant to: the conduct of the audit; the preparation and content of the Independent Auditor s Report; the accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the Auditor in relation to the conduct of the audit. The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by Members that are relevant to the content of the Independent Auditor s Report or the conduct of the audit. A list of written questions, if any, submitted by Members will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the AGM. 1

3 ITEMS FOR APPROVAL BOARD ENDORSED RESOLUTIONS 1. Appointment of KPMG as Auditor That KPMG, in accordance with clause 5.1 of the Company s Constitution, is appointed Auditor of the Company. 2. Re-election of Mr Ben Haack as Director That Mr Ben Haack, who retires in accordance with clause 10.1 of the Company s Constitution, offers himself for re-election and being eligible, is re-elected as a Director of the Company. 3. Election of Mr Cameron Brownjohn as Director That Mr Cameron Brownjohn, who was appointed a Director of the Company on 2 May 2014 and in accordance with clause 9.9 of the Company s Constitution, is elected as a Director of the Company. 4. Election of Ms Irena Reiss as Director That Ms Irena Reiss, in accordance with clause 9.8 of the Company s Constitution, is elected as a Director of the Company. 5. Election of Mr Shaun Fraser as Director That Mr Shaun Fraser, in accordance with clause 9.8 of the Company s Constitution, is elected as a Director of the Company. NON-BOARD ENDORSED RESOLUTION 6. Removal of Mr Nigel Milan as Director That in accordance with clause 9.8 of the Company s Constitution, Mr Nigel Milan be removed as a Director of the Company. BY ORDER OF THE BOARD Mark Langan Company Secretary 8 May

4 ENTITLEMENT TO ATTEND AND VOTE The Board has determined that persons who are Members of the Company as at 5:00pm (Sydney time) on Thursday, 7 May 2015 will be entitled to attend and vote at the AGM as a Member. Voting by Proxy If you are a Member entitled to attend and vote, you may appoint an individual as a proxy. A proxy need not be a Member of the Company. To be effective, the proxy must be received by the Company Secretary no later than 11:00am (Sydney time) on Friday, 29 May Proxies must be received before that time by one of the following methods: By post: Special Olympics Australia C/o Company Matters Pty Ltd PO Box World Square NSW 2002 Australia By facsimile: (02) By delivery in person: Level George Street Sydney NSW to Company Secretary: langan@companymatters.com.au To be valid, a proxy must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner. Voting by Attorney A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company in the manner stipulated above, no later than 11:00am (Sydney time) on Friday, 29 May 2015 being 24 hours before the AGM. 3

5 EXPLANTORY MEMORANDUM This Explanatory Memorandum has been prepared for the information of Members of the Company in relation to the business to be conducted at the Company s AGM to be held at 11.00am on Saturday, 30 May The purpose of this Explanatory Memorandum is to provide Members with information that is reasonably required to decide how to vote upon the resolutions. All resolutions to be voted on are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by Members entitled to vote on the resolution. BOARD ENDORSED RESOLUTIONS The Directors unanimously recommend Members vote in favour of Resolutions 1 to Appointment of KPMG as Auditor In accordance with clause 5.1 of the Company s Constitution the Auditor must be appointed at every Annual General Meeting. Further clause 23.2 of the Company s Constitution requires that the Financial Statements of the Company must be audited each financial year. Resolutions 2 to 5 Appointment of Directors Resolutions 2 to 5 deal with the appointment of Directors. The composition of the Board is specifically set out in clause 9.5 of the Company s Constitution, which is as follows: Composition of the Board 9.5 The Board shall be constituted by: (a) (b) (c) (d) (e) (f) 1 representative member nominated by a committee representing the State Special Olympic Programs; 1 current or former Special Olympics Athlete nominated by the Nominating Committee in a manner prescribed by the Board from time to time; 1 Person being either a parent, grand-parent or sibling of a current or former Special Olympics Athlete, nominated by the Nominating Committee of the Company in a manner prescribed by the Board from time to time; 1 Sports Expert, nominated by the Nominating Committee of the Company in a manner prescribed by the Board from time to time; 1 Expert in Intellectual Disabilities nominated by the Nominating Committee of the Company in a manner prescribed by the Board from time to time; and up to 7 other Persons who are recommended by the Nominating Committee of the Company in a manner prescribed by the Board from time to time; 2. Re-election of Ben Haack as Director In accordance with clause 10.1 of the Company s Constitution, Mr Ben Haack retires and being eligible, offers himself for re-election as a Director of the Company. The Constitution requires a Special Olympics Athlete to be on the Board and each Committee to ensure that the athlete s voice is heard. 4

6 When Mr Haack was initially appointed to the SOA Board it was discussed that a Special Olympics Athlete would hold a position on the SOA Board for a period of 3 years only (1x3). Whereas, all other SOA Board members could hold their positions for three, 3 year periods (3x3). The Board of SOA believes this does not treat the Special Olympics Athlete equally with the other Board members, therefore Special Olympics Athletes on the SOA Board will now hold their positions under the same conditions as other Board members; hence Mr Haack is up for re-election. To ensure more Special Olympics Athletes are able to hold a position on the SOA Board, the Board and the Nominating Committee will be looking for a second Special Olympics Athlete to join the SOA Board. 3. Election of Mr Cameron Brownjohn as Director Mr Cameron Brownjohn, who was appointed a Director of the Company on 2 May 2014 and in accordance with clause 9.9 of the Company s Constitution, is to be elected as a Director of the Company. Mr Brownjohn was originally appointed as a Director of the Company on 2 May 2014 being nominated by the Nominating Committee to fill a position required under clause 9.5(f) of the Constitution. 4. Election of Ms Irena Reiss as Director In accordance with clause 9.8 of the Company s Constitution, Ms Irena Reiss is seeking election as a Director of the Company. Ms Reiss has been nominated by the Nominating Committee to fill the position required under clause 9.5(a) of the Constitution. Ms Reiss is a practising lawyer with an extensive career having provided high level commercial advice and dispute resolution services to a broad client base including the corporate, private and public sectors. Ms Reiss has a demonstrated understanding of the needs of people with an intellectual disability having served at an executive regional level and as a parent of a Special Olympics Athlete. Ms Reiss s passion for SOA is driven by a long standing commitment to human rights, social responsibility and cultural diversity. This combined with Ms Reiss s diverse networks and legal skills places her in a unique position to represent and help empower people with intellectual disabilities. 5. Election of Mr Shaun Fraser as Director In accordance with clause 9.8 of the Company s Constitution, Mr Shaun Fraser is seeking election as a Director of the Company. Mr Fraser has been nominated by the Nominating Committee to fill a position required in clause 9.5(f) of the Constitution. Mr Fraser is a partner at McGrathNicol where he is the leader of their advisory practise. Shaun has 25 years experience advising companies and directors regarding a raft of financial issues. 5

7 Composition of the Board Should the above resolutions 2 to 5 be approved by Members, there will be a vacancy for two positions required under clause 9.5 of the Constitution: 1. Sports Expert: the position required under clause 9.5(d) was previously held by Ms Anna Kassulke until her appointment as Head of Delegation for the World Games Team. SOA has a policy of an individual only being able to hold one National or Zone role, so Ms Kassulke stepped down from her Board position, but now wishes to resume her Board position in August 2015 once the World Games are over. The Nominations Committee is supportive of this. 2. Expert in Intellectual Disabilities: the position required under clause 9.5 (e) is currently vacant despite the best endeavours of the Nominations Committee who continue actively looking for prospective nominees. NON BOARD ENDORSED RESOLUTIONS The Directors with Nigel Milan abstaining, unanimously recommend Members vote against Resolution Removal of Nigel Milan as Director In accordance with clause 9.8 of the Constitution, Mr Nigel Milan be removed as a Director of the Company. This resolution was submitted by the following Members; John Dermody Kevin Archer Stuart Martin Bruce Waters Karen Levers Joy Lawton Michael Frost Marilyn Caruana Rex Langthorne Gaye Sheehan Dianne Davis Terry Betts Gavin Dovey Carolyn Quinn (for John Wakefield) A Members Statement was received in support of the above resolution and the Company is of the view that it is not in a form that is acceptable for inclusion in the Notice of Meeting. 6

8 Special Olympics Australia (ACN ) (SOA or Company) PROXY FORM STEP 1: APPOINT A PROXY I (name of member) of (Address) appoint (proxy s name) or failing the person named, or if no person is named, the Chairman of the Meeting, as my proxy to act on my behalf including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by law, as the proxy sees fit at the Annual General Meeting of the Company to be held at 11.00am on 30 May 2015 and at any postponement or adjournment of that Meeting. STEP 2: VOTING DIRECTIONS I direct my proxy to vote in respect of each resolution to be considered as indicated with an [x] below. BOARD ENDORSED RESOLUTIONS FOR AGAINST ABSTAIN 1. To appoint KPMG as Auditor of the company. 2. To re-elect Mr Ben Haack as a Director of the company. 3. To elect Mr Cameron Brownjohn as a Director of the company. 4. To elect Ms Irena Reiss as a Director of the company. 5. To elect Mr Shaun Fraser as a Director of the company. NON-BOARD ENDORSED RESOLUTION 6. To remove Nigel Milan as a Director of the Company The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1 to 5, and against Resolution 6. Signature of member Print Name: Date: Signing instructions: This form should be signed by the member. If signed by the member s attorney, the power of attorney must have been previously noted by the Company or certified copy attached to this form. To be effective, the proxy must be received by the Secretary of the Company no later than 11:00am (Sydney time) on Friday, 29 May Proxies must be received before that time by one of the following methods: By post: Special Olympics Australia, C/o Company Matters Pty Ltd, PO Box World Square NSW 2002 Australia. By facsimile: (02) , by delivery in person: Level 12, 680 George Street Sydney NSW 2000, by to Company Secretary: langan@companymatters.com.au 7