In keeping with our policy of rotating AGM venues to facilitate the attendance of members, the 2017 AGM will be held in Sydney.

Transcription

1 31 October 2017 Dear TI Australia Member Annual General Meeting Thursday 23 November 2017 In keeping with our policy of rotating AGM venues to facilitate the attendance of members, the 2017 AGM will be held in Sydney. We are extremely thankful to HSBC Australia who are hosting our AGM this year. The meeting will begin promptly at 5.00pm. The address for HSBC Australia is: Level 36, International Tower One, 100 Barangaroo Avenue, Sydney. Helpful information for travelling to Barangaroo South is available here. Upon arrival please go to the HSBC visitor desk in the north lobby to register and collect your visitor access pass. Included in your Annual Report package are: the Notice/Agenda; Proxy Form; 2016 AGM Minutes; and Directors Reports/Financial Statements/Auditor s Report. It has been another extremely busy and challenging year for our Chapter. There have been a number of incidences where the fight against corruption gained prominence. The ramifications of the release of the Panama Papers, continues to highlight secret and opaque business structures. We have seen examples of Australian companies involved in alleged bribery scandals, and greater attention given to the risks of alleged money laundering through financial services institutions, trusts, and the property market. It is clear that there is much to be done. Our successful Mining for Sustainable Development Programme is nearing completion of Phase 1. After the AGM, the 2016/2017 TI Australia Annual Report will be available on the TIA website - for further information on our year s activities. Following the conclusion of the AGM, Mr Noel McNamara, Chief Risk Officer, HSBC Australia, will speak briefly on Building Partnerships to Fight Financial Crime. There will be an opportunity for questions at the conclusion of his address. You are then invited to stay for drinks, light refreshments and a networking opportunity. The event will finish by 7.30pm. To register your attendance for the AGM, please Sue Stott at: info@transparency.org.au by Thursday 16 November. Thank you for your ongoing support. Kind regards, Anthony Whealy QC Chair

2 Notice and Agenda of 23 rd ANNUAL GENERAL MEETING to be held at 5.00pm on Thursday 23 rd November 2017 at HSBC Australia Level 36, International Tower One, 100 Barangaroo Avenue, Sydney Welcome Apologies Proxies Received Business for the Meeting (1) Approval of the AGM Minutes for 2016 as circulated with the notice of meeting Motion: That the minutes of Transparency International Australia AGM held on 24 th November 2016 as circulated, are accepted as a true and accurate record. (2) CEO Report (3) Approval of Annual Accounts to 30 June 2017 Motion: That the Statement of Financial Position of the company as at 30 June 2017 and the Statement of Comprehensive Income for the financial year then ended, together with all statements, the Directors Report, the Auditor s Report and the notes attached and intended to be read with the accounts be received and adopted. (4) Re-election of Directors Gregory Thompson and Prof A.J. Brown are retiring by rotation as Directors, and are both available for reelection. Election of Directors Motion: That Gregory Thompson retiring by rotation, be re-elected as a Director of the Company. Motion: That Prof A.J. Brown retiring by rotation, be re-elected as a Director of the Company. After over 13 years of service Michael Ahrens has advised that he is not standing for re-election as a Director of the Company. He has made an invaluable contribution to the Company over this time, including ten years as Executive Director. His contribution has been greatly appreciated. Motion: That the meeting note Michael Ahrens is not standing for re-election as a Director of the Company and hereby acknowledge and thank him for his significant contribution to Transparency International Australia. (5) To transact any other business, which may be brought forward in accordance with the Constitution of the Company. Notes (1) A form of proxy accompanies the notice of meeting. A member who is entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy (2) A proxy must be a member (3) An instrument appointing a proxy and the power of attorney or other authority (if any) must be forwarded to: Sue Stott, PO Box 192 Blackburn 3130, or ed to info@transparency.org.au no later than Thursday 16 November.

3 PROXY FORM This proxy must be forwarded to: Sue Stott, PO Box 192, Blackburn Vic 3130 or ed to no later than Thursday 16 November. I of (Company Name if applicable) of (Address) Appoint Or in her/his absence as my proxy to act on my behalf at the Annual General Meeting of the company to be held at 5.00pm on 23 rd November 2017, at HSBC Australia, Level 36, International Tower One, 100 Barangaroo Avenue, Sydney, and at any adjournment of that meeting. I direct my proxy to vote in respect of each resolution to be considered as indicated with an X below, and to vote or abstain in respect of any procedural resolution as my proxy thinks fit. RESOLUTIONS FOR AGAINST Adoption of AGM Minutes for 2016 [ ] [ ] Adoption of the Annual Accounts to 30 June 2017 [ ] [ ] Re-election of Gregory Thompson as a Director [ ] [ ] Re-election of Prof A.J. Brown as a Director [ ] [ ] Motion of thanks to Michael Ahrens not standing for re-election [ ] [ ] If no direction is given above, I authorise my proxy to vote or abstain as my proxy thinks fit in respect of each resolution (including any procedural resolution or other business motion) to be considered by the meeting and any adjournment of the meeting. Dated Signature Signature

4 (ACN ) MINUTES OF TWENTY-SECOND ANNUAL GENERAL MEETING held at 4.00pm on Thursday 24 November 2016 at Baker & McKenzie - Level 19 / 181 William St, Melbourne Present: Welcome: Apologies: Michael Ahrens, Jarrod Baker, A.J. Brown, Lisa Caripis, David Carruthers, Keith Christiansen, Andrew Collister, Patrick Croix-Kuah, Rebecca Davies, Pascal Fabie, Ray Foster, Kate Hanlon, Michael Henry, Angela Hopkins, Holly Lindsay, Janine McGruddy, Ruth McIntosh, Peter Moore, Phil Newman, Karen Nitschke, Liz O Keeffe, Kaetlyn Roberts, Andrea Shaw, Jacinta Spottiswood, Lawrence Stephens, Sue Stott, Greg Thompson, Wendy Tyrrell, John Yiannis, Anthony Whealy QC. The Chair, Anthony Whealy QC, opened the meeting at 4.06pm, welcoming those in attendance. He introduced TIA Directors present: Michael Ahrens, Greg Thompson, Prof. A.J. Brown, Wendy Tyrrell, Jarrod Baker, Rebecca Davies, Peter Moore, Holly Lindsay and Keith Christiansen. The TIA CEO, Phil Newman, was also introduced to the meeting. The Chair welcomed to the meeting special guests, Pascal Fabie and Kate Hanlon from the TI Secretariat in Berlin, noting that Kate is TI Pacific Advisor. He also welcomed Lawrence Stephens, the Chair of TI PNG, and Janine McGruddy, the CEO of TI New Zealand. The Chair noted that 2016 had been a very busy and productive year for TIA. He had only been Chair of TIA for 12 months, but the time had been very satisfying, giving the opportunity of working with wonderful directors who gave their valuable time willingly and enthusiastically on a pro bono basis. He had also had the opportunity of working with the new CEO, Phil Newman, and was delighted with everything Phil had done for TIA. It was with considerable regret that he noted that Phil Newman, for private family reasons, had to leave TIA early in January 2017 when his contract expired. He was leaving TIA in a very good place. It was a much more formidable organisation than it had been a year ago in terms of achievements. TIA s overall governance and commitment had been strengthened with the assistance of the CEO and the TIA Directors. In this busy and productive year, the biggest initiative was the Mining for Sustainable Development Programme (M4SD). After the AGM, Andrea Shaw, M4SD Programme Manager, will give a report on the M4SD. The Chair introduced Andrea and other members of the M4SD team: Kaetlyn Roberts, Country Project Coordinator; Lisa Caripis, Research and Policy Coordinator; and Patrick Croix-Kuah, Finance and Administration Manager. The Chair thanked Jacinta Spottiswood who has assisted Phil Newman, doing a great job coordinating contact with corporate and Cornerstone members. The Chair noted that a quorum was present. James Box, Wayne Bruce, John Cauchi AM SC, Damien Coleman, Michael Forde, Roger Gyles AO QC, Adam Hing, Grahame Leonard, David Mattiske, Gayle Neville-Hill, Noel O Brien, Lewis Rangott, Peter Rooke, Owain Stone, Noel Turnbull, Harold Werksman. Proxies: Adam Hing proxy assigned to the Chair (all for) Lewis Rangott proxy assigned to the Chair (all for) TI Australia AGM 24 November 2016 Page 1

5 Noel O Brien Grahame Leonard Daniel Marsh John Cauchi AM SC Noel Turnbull James (Jim) Box proxy assigned to the Chair or Acting Chair (Motions 1 & 2 for; Motions 3-6 against) proxy assigned to the Chair (all for) proxy assigned to the Chair (all for) proxy assigned to the Chair (all for) proxy assigned to the Chair or Acting Chair (all for) proxy assigned to Keith Christiansen (then A.J. Brown) (all for) 1. Approval of the AGM Minutes for 2015 as circulated with the Notice of Meeting. Copies of the Minutes were available. Motion: That the Minutes of the Annual General Meeting held on 24 November 2015 as circulated, are accepted as a true and accurate record. Moved: Michael Ahrens; Seconded: Wendy Tyrrell; Carried 2. CEO Report The CEO, Phil Newman (PN), thanked Baker & McKenzie for opening their facilities, noting that their support during this year and in previous years was invaluable. PN said that leading TIA was a privilege. Transparency International was an amazing global movement filled with passionate people who stand against corruption. It had been a privilege to work with Anthony Whealy and the TIA Board, and he attested to their commitment. PN acknowledged Sue Stott and Ruth McIntosh of A1Admin who, for over 15 years have been the backbone of TIA s administration. PN acknowledged TIA s major partners, who stand with TIA to promote transparency, integrity and accountability for government, business and all of society. In particular, he thanked TIA s Cornerstone Partners including ANZ Bank, BHP Billiton, HSBC Australia, IAG, Orica, Star Entertainment Group & Telstra, whose support and deep engagement furthers the anti-corruption agenda in Australia has been a year of growth, development and transition for TI Australia. Some highlights this year include: Playing a leadership role in the global TI movement through the development and implementation of the Mining for Sustainable Development Programme (M4SD). Funding of approximately 1.2 million euros for the Australian component of the programme enables execution of the M4SD and capacity-building for TIA. An expert team has been recruited to deliver the M4SD. PN thanked the team for their commitment to TIA. TIA s corporate engagement program has been expanded and professionalised. This is due in no small part to Jacinta Spottiswood, Corporate Relations Manager. TIA has consistently pressed a public message that Australia s performance in fighting corruption is inadequate and needs substantial improvement. The launch of TI Corruption Perceptions Index results demonstrated Australia s further slide in public sector performance. TIA has continued to prosecute this agenda, including during the Federal Election campaign, encouraging Canberra to take anti-corruption seriously. TIA has, with its civil society partners, worked with government to radically improve Australia s approach to the Open Government Partnership. As a member of the Civil Society Network Steering Committee, TIA has led the charge in modelling a mature partnership approach to working with government an approach that appears to be paying dividends. Recently Senator Nick Xenophon requested TIA s input and guidance on whistleblower protection reforms which will apply to trade unions and registered organisations. TI Australia AGM 24 November 2016 Page 2

6 Early in 2016, TIA participated in the UK Anti-Corruption Summit in London, joining with a number of TI Chapters to give a strong message from civil society that real action is needed to fight corruption. Global and local relationships have been enhanced with Publish What You Pay. Their Australian National Coordinator will soon co-locate with the MSD team. TIA is partnering with Griffith University in two major pieces of research: Whistling While They Work Phase 2; and looking into Australia s National Integrity Systems. Both projects are headed by Professor A.J. Brown of Griffith, a TIA Board member. On 16/17 March 2017, in association with Griffith University, TI Australia is holding its first National Integrity Conference. TI Australia is well positioned for the future. There is a strong foundation of people and finances, and a passionate commitment to fighting corruption. We are ready to take the responsibility of leadership in the global TI movement. I look forward to seeing TI Australia continue to grow, evolve and have impact that lasts. 3. Approval of Annual Accounts to 30 June 2016: Copies of the accounts were circulated with the Notice of Meeting and were available at the meeting. The Chair said that TI Australia was extremely thankful once again to Paul Lewis of PricewaterhouseCoopers (Melbourne) for conducting the audit of the Company and providing his services on a pro bono basis. TIA is also very grateful to Jarrod Baker, Finance Director, for his input on all these matters. Motion: That the Statement of Financial Position of the company as at 30 June 2016 and the Statement of Financial Performance for the financial year then ended, together with all statements, the Directors Report, the Auditor s Report and the notes attached and intended to be read with the accounts be received and adopted. Moved: Keith Christiansen; Seconded: Greg Thompson; Carried 4. Re-election of Directors It was noted that Jarrod Baker, Wendy Tyrrell & Harold Werksman are retiring by rotation as Directors, and are all available for re-election. Election of Directors Motion: That Jarrod Baker retiring by rotation, be re-elected as a Director of the Company. Moved: Michael Ahrens; Seconded: Greg Thompson; Carried Motion: That Wendy Tyrrell retiring by rotation, be re-elected as a Director of the Company. Moved: Jarrod Baker; Seconded: Rebecca Davies; Carried Motion: That Harold Werksman retiring by rotation, be re-elected as a Director of the Company. Moved: Greg Thompson; Seconded: Mike Ahrens; Carried 5. Confirmation of Appointment of Directors The Chair, Anthony Whealy, noted that Rebecca Davies had had an extraordinary career, being one of the chief litigation partners at Freehills for a number of years. She has been a Board or committee member of many organisations including the Archdiocese of Sydney and the National Health and Medical Research Council. Rebecca is President of the National Heart Foundation of Australia, a member of MS Angels and the past Chair of Gondwana Choirs. She was Associate to Sir Kenneth Jacobs at the High Court of Australia. Motion: That Rebecca Davies be confirmed as a Director of the Company. Moved: A. J. Brown; Seconded: Wendy Tyrrell; Carried TI Australia AGM 24 November 2016 Page 3

7 6. Other Business The Chair, Anthony Whealy, invited questions from the floor, but none were forthcoming. In formally closing the AGM, he thanked Sue Stott and Ruth McIntosh for their work in organising the AGM, Board meetings and so much of TIA s structure, providing excellent support. He extended TIA s considerable thanks and gratitude. The Chair asked A. J. Brown (AJ) to comment on two projects in which he is involved. AJ said that most people were aware of two research projects TIA was currently engaged in which are examples of the broader partnerships in which TI is engaged internationally. The Whistling While They Work 2 Project is well underway. It is important research which involves about 23 partner organisations including TIA, every ombudsman s office in Australia and a number of universities. TIA s role in enhancing whistleblower protection in the private and public sectors was brought into sharp relief when Senator Nick Xenophon rang TIA two weeks ago in relation to amendments that were before the Senate. This was significant. TIA and many other organisations have been advocating for policy movement in relation to this issue for some time. There is now a parliamentary enquiry and a firm timeline to 2018 in place. The partnership TIA has in place in the research project will now be guaranteed to have an impact. Things will happen. AJ thanked TIA for its role in ensuring good participation in the project and the research. AJ noted that the National Integrity System Project involves a number of integrity agencies and universities. This project is just getting underway and will be profiled and underlined at the National TIA Conference on March This will be a good opportunity to put some rationality and logic into decision-making, which can sometimes lack perspective and a long-term view. As an organisation, TIA believes this is fundamental to building integrity and fighting anti-corruption. AJ said these projects highlighted the depth of TIA s commitment to diagnosing and developing options for dealing with problems which no other organisation can drive. On some of these major issues, TIA is happy to work in broad partnerships with others. The Chair thanked AJ for his input, saying TIA looked forward to 2017 and the development of these important projects. He again thanked Baker & McKenzie for their hospitality and support of TI Australia, not only hosting today s extensive activities, but also their year round hospitality in both Sydney and Melbourne. TIA greatly appreciated Baker & McKenzie s support, and that of other Cornerstone and Corporate members. The Chair, Anthony Whealy, declared the 22 nd Annual General Meeting for TI Australia closed. The meeting closed at 4.38pm.... Anthony Whealy QC, Chair Dated Chair TI Australia AGM 24 November 2016 Page 4

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