ANNUAL GENERAL MEETING

Transcription

1 ANNUAL GENERAL MEETING

2 Notice of Annual General Meeting Notice of Annual General Meeting 3 Directors Explanatory Statement 4-6 Voting by Proxy 6-7 Questions at Annual General Meeting Director Election 8-10 Election Candidates AUSTRALIAN CENTRAL CREDIT UNION LTD A.C.N Notice is given that the 2017 Annual General Meeting of Australian Central Credit Union Ltd trading as People s Choice Credit Union will be held on Thursday 9 November 2017 at the Crowne Plaza Adelaide (which, from 1 October 2017 will be known as the Pullman Adelaide), 16 Hindmarsh Square, Adelaide, commencing at 11.00am, Central Daylight Saving Time. Agenda 1. Welcome and opening by the Chair of the Board, Mr John Cossons. 2. To receive and consider the Financial Report of the Company and the consolidated entity and the Reports of the Directors and Auditor for the financial year ended 30 June To consider and, if thought fit, to approve the following resolution:* That Directors remuneration, inclusive of superannuation, be set at a maximum of $787,291 for the period commencing at the conclusion of the 2017 AGM until the conclusion of the following Annual General Meeting, to be apportioned amongst Directors at the discretion of the Board. 4. To confirm the results of the Director Election Poll. 5. Annual General Meeting Close. Please refer overleaf for important information concerning the Agenda items. BY ORDER OF THE BOARD Taryn Shearn Company Secretary 18 September 2017 *This aggregate amount represents a 3% increase from the aggregate amount approved by Members at the 2016 AGM. Members are advised that, should the proposed increase be approved, the allocation of the Directors remuneration pool would be as follows: Chair $153,858 Directors $90,490 per Director 2 3

3 Directors Explanatory Statement ITEM 2 Financial Reports The Corporations Act 2001 requires the Financial Report (which includes the financial statements and Directors Declaration), the Directors Report and the Independent Audit Report of the Company to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act 2001 or the Company s Constitution for shareholders to approve the Financial Report, the Directors Report or the Independent Audit Report. Shareholders will be given a reasonable opportunity at the meeting to ask questions and make comments on these reports. ITEM 3 Directors Remuneration and other regulatory requirements as well as member and community expectations. Members are required to approve a total quantum of Directors fees only, with the allocation of these fees being at the Board s discretion. Members are advised that, should the proposed increase be approved, the allocation of the fee pool would be as follows: Chair $ 153,858 Directors $ 90,490 per Director The below table reflects the current and the proposed remuneration for Board members: Approved at 2016 AGM* Proposed at 2017 AGM*^ Under the Company s Constitution non-executive Directors are entitled to be remunerated for their services as Directors and the total amount of fees for all non-executive Directors must not exceed the amount determined by the Company in general meeting. The remuneration is to be divided among the non-executive Directors in the proportion and manner agreed by the Directors or, in default of agreement, equally. There are currently six non-executive Directors and, as at the date of the printing of this notice, there is one casual Board vacancy.^ Directors have proposed the amount of $787,291 as being the aggregate amount of remuneration payable to non-executive Directors for the period commencing at the conclusion of the 2017 AGM until the conclusion of the next Annual General Meeting. This amount represents a 3% increase from the aggregate amount approved by Members at the 2016 AGM (and will result in a 3% increase to the amount currently received by the Chair and each other Director). The proposed increase has been determined following review of independent benchmarking data and will allow People s Choice to continue to be able to attract and retain Directors with appropriate experience, calibre and integrity, particularly in the light of the significant responsibilities under the Directors remuneration (including Superannuation) Corporations Act 2001, APRA Prudential Requirements 4 5 $ 764,361 $ 787,291 *The aggregate amount of remuneration for non-executive Directors approved by members at the 2016 AGM allowed for the appointment of an additional Board appointed Director. As at the date of the printing of this notice, an additional Director has not been appointed. The funds which would have been paid to that Director, had an appointment been made, have been retained and not distributed amongst Directors. The same approach will be undertaken following the 2017 AGM until such time as an additional Director is appointed. ^Following the retirement of a Director on 1 September 2017, a casual Board vacancy has arisen. As at the date of the printing of this notice, the vacancy has not been filled. The funds which would have otherwise been payable to that Director have been retained and not distributed amongst Directors. This approach will be taken until such time as the vacancy is filled. ITEM 4 Director Election All persons who nominate for the Director Election are required to undertake a Nominations Committee process to satisfy the Board that they demonstrate an ability to be a Director of People s Choice and that they are of appropriate fitness and propriety to be a Director of People s Choice. The Nominations Committee comprises the Chair of the Board and two other independent persons with an overall suitable mix of character, skills, knowledge and experience who are not directors, employees or members of People s Choice Credit Union.

4 In accordance with the People s Choice Constitution, Directors Dr Rosemary Brooks and Ms Virginia Hickey retire as Directors and, being eligible, offer themselves for reelection. Following consideration by the Nominations Committee and the Board, Ms Virginia Hickey, Ms Amanda Heyworth, and Dr Rosemary Brooks were determined by the Board to become candidates. As there are three candidates for two vacancies, a Director Election Poll is being conducted. Voting papers are being distributed in September to all Credit Union members entitled to vote. All votes must be received by 5.00pm Central Daylight Savings Time on Thursday 19 October 2017 to be eligible to be counted in the Poll. Votes may be lodged online or by delivery of voting papers distributed with the Director Election Papers included with this Notice of Annual General Meeting. Voting by Proxy Members can vote on the resolution being proposed at Item 3 by proxy. An Appointment of Proxy form is enclosed with this notice, together with instructions on how to vote using the proxy. Please read these instructions carefully. If you lose or damage your proxy form, you can obtain another by calling Appointment of Proxy Online Members with access to Internet Banking can appoint a proxy online. Please visit our website at log in to Internet Banking, select Services in the top menu bar and select Director Vote & AGM Proxy Appointment. Members who are eligible to vote will be able to select the AGM Proxy Vote tab and complete the online form. A proxy can be submitted between 22 September 2017 and 11.00am Central Daylight Saving Time on 7 November Questions at Annual General Meeting One of the benefits of being a member of People s Choice is that you are an owner of the business. This entitles you, amongst other things, to attend the Annual General Meeting and ask questions about the operations of People s Choice Credit Union. People s Choice seeks to achieve the highest ethical and moral standards and legal compliance. It is particularly concerned to ensure there are no breaches of privacy laws. For this reason members are asked to ensure their questions are about the operation of the business and not about the operation of specific accounts or of a type which involve specific account holder details. Staff in uniform will be available before and after the meeting to answer any questions of this nature. If you intend to vote on the resolution by proxy, please PLEASE DO NOT ASK QUESTIONS INVOLVING note that for your Appointment of Proxy to be valid, your INDIVIDUAL ACCOUNTS OR INDIVIDUAL ACCOUNT Appointment of Proxy form must reach People s Choice HOLDER DETAILS DURING THE ANNUAL GENERAL Credit Union by 11.00am Central Daylight Saving Time on MEETING. 7 November To assist members who find asking questions in public You can lodge your proxy by one of the following means: difficult, provision has been made for you to ask a question in Posting it (in the envelope provided with this notice) to: writing on the printed proxy form. The Chair s and Managing Director s addresses for the AGM The Returning Officer will be framed to cover as many of the issues raised as People s Choice Credit Union possible. If you feel your question has been misunderstood or Reply Paid 1288 not adequately answered you may ask further questions at Adelaide SA 5001 the meeting. 6 7

5 2017 Director Election Shareholding members aged 18 years and over, who appear on the membership register until close of the ballot are entitled to vote. Each eligible member will receive a voting slip and return envelope. Alternatively, voting is available online for members who have access to Internet Banking. Voting is not compulsory, but we encourage you to take advantage of this benefit of your membership. Instructions for completing and returning the ballot paper are detailed on the ballot paper itself. Please note that the order of candidates in the ballot has been determined by random draw, or in other words, by lot. This means that there is no inference of preference in the order of candidates. If you wish to lodge a vote electronically in the Director Election, please vote online no later than 5.00pm Central Daylight Saving Time on 19 October If you prefer to use a ballot paper, please ensure that you return your ballot paper in accordance with the instructions so that it is received by the Returning Officer no later than 5.00pm Central Daylight Saving Time on 19 October These will be the only methods of lodging your vote in the election. website at log in to Internet Banking, select Services in the top menu bar and select Director Vote & AGM Proxy Appointment. Members eligible to vote will be able to select the Elect Directors tab. Votes can be submitted between 22 September 2017 until 5.00pm Central Daylight Saving Time on 19 October You must vote for two (2) candidates. If you vote for more or fewer candidates, your vote will be informal and disregarded. The Director Election is a secret ballot and protections have been built into the online voting module to ensure your anonymity is preserved. Voting for Directors by Ballot Paper If you elect to vote via ballot paper, you must complete and return the ballot paper in accordance with the following checklist: Clearly mark the ballot paper with a tick ( ) in the box next to the two candidates of your choice. You must vote for two (2) candidates. If you vote for more or fewer candidates, your ballot paper will be informal and disregarded. Do not mark the ballot paper other than to mark your choices for election. Each shareholder can only lodge one vote, even if you have After marking your votes, place the ballot paper in the more than one membership. For joint memberships (i.e. envelope marked Ballot Paper and seal the envelope. you only have one membership share and membership The tear off slip attached to the envelope marked Ballot number between two or more people), only the first named Paper must be completed and signed. Do not remove the member can vote for that membership. For joint account slip from the envelope. This is used for registration of your holders (i.e. each member of the account also holds their vote only and is removed prior to opening the Ballot Paper own membership with one share and one membership envelope. number each), each member can vote in respect of their own shareholding. You must sign and complete the slip on the Ballot Paper Envelope or your vote will not be counted. If you do not receive all material required to lodge your vote, or if you have any other queries in relation to the election, Place the envelope marked Ballot Paper in the Reply Paid please call or the Returning Officer envelope addressed to: returningofficer@peopleschoicecu.com.au. The Returning Officer Online Voting for Directors People s Choice Credit Union Reply Paid 1288 Members with access to Internet Banking can visit our 8 Adelaide SA

6 You can place your proxy form in the Reply Paid envelope with the sealed Ballot Paper envelope. If you have misplaced your Reply Paid envelope you may address the blank face of the Ballot Paper envelope to: The Returning Officer People s Choice Credit Union Reply Paid 1288 Adelaide, SA 5001 This envelope is to reach the Returning Officer no later than 5.00pm Central Daylight Saving Time on 19 October Instructions for completing and returning the Ballot Paper are also detailed on the Ballot Paper itself. If you have any further queries, call or the Returning Officer, returningofficer@peopleschoicecu.com.au. Skills Strategic planning and monitoring; Corporate policy evaluation; Critical analysis and questioning; and Ability to separate the duties and responsibilities of a Director from management. Personal Attributes Effective communication, decision making and team skills; A high level of integrity; Objectivity; and Time management and personal organisation skills to manage Director responsibilities and time to commit to the Board. Election Candidates Nominations Committee The Board established a Nominations Committee comprising a Director of the Board and two independent representatives. The Board provided the Nominations Committee with the following list of competencies which the Board considered as being relevant in undertaking the role of a Director of People s Choice: Knowledge Roles, responsibilities and obligations of Directors of People s Choice; Legislative framework within which People s Choice operates; Principles of corporate governance and risk management; Application of financial policy; The Nominations Committee had the responsibility of: Asking all nominees to provide relevant information (through an interview with the Nominations Committee and in writing) to address these competencies. Reviewing the information provided by the nominees. Issuing a statement setting out the Nominations Committee s view as to whether each nominee demonstrated an ability (as assessed against the model criteria) to be a director of People s Choice. Recommending to the Board whether each nominee is of appropriate fitness and propriety to be and act as a director of People s Choice. In addition to determining whether each nominee demonstrated an ability (as assessed against the model criteria) to be a director of People s Choice, the Nominations Committee may elect to make a statement regarding the level of contribution a nominee is likely to make to the Board. The financial services sector; and The Nominations Committee elected this year not to make The mutual sector. any statement to this effect with respect to nominees. The Nominations Committee s outcomes are provided on the following pages together with personal information that was supplied by each nominee

7 Board Endorsement The Board reviews comprehensive information about each nominee as: provided by the nominees, summarised by the Nominations Committee after it interviews each nominee, discovered during interviews conducted with two referees whose names are provided by each nominee respectively, and from checking done under the Board s Fit and Proper person policy which complies with the requirements of the Australian Prudential Regulation Authority. Based on all of the above information and with the aim of further assisting members to make an informed voting decision, the Board assesses each election nominee for suitability as a Director of People s Choice with consideration given to the following attributes: The nominee s ability to meet identified needs, if any, in the Board s desired set of skills as determined from time to time. The professional and industry backgrounds of nominees to ensure a diversity of backgrounds among Directors on the Board. The depth and breadth of skills of the nominee and whether they will add value to People s Choice. Whether the nominee s personal and interpersonal attributes add to the effectiveness of the Board. The independence of the nominee. Any significant conflicts of interest with the business of People s Choice. The Board further carefully deliberates about the value that each individual candidate can reasonably be expected to add to the Board as a whole taking into account the individual skills each candidate offers to People s Choice compared with the skills already available on or to the Board and the level of experience of each candidate on Boards of similar significance and with similar responsibilities. Where the Board concludes that it is likely that a candidate will add considerable value to the Board it will endorse that candidate. Where it feels that the information does not allow it to reach a conclusion that there will be sufficient value added by a candidate s expected contribution it will explicitly not endorse a candidate. Where it believes that the contribution of a candidate is likely to be positive but not at a level superior to endorsed candidates it will remain silent. The Board (with current Directors standing for re-election absent and not voting) has resolved to endorse the election of each of Ms Amanda Heyworth and Ms Virginia Hickey. Candidate Information Information about candidates provided under the heading of Candidate Supplied Statement has been personally provided by each candidate. This information has not been written by People s Choice. Please note that the order of the candidates has been presented as selected by lot. The Board s first priority, after considering all available information, is to determine whether each nominee has met the minimum requirements to become a candidate

8 Public Trustee. My professional focus for 20 years has been on raising the standards of directorship to ensure boards and management act accountably and deliver value. I have served on 17 boards and I teach in the Australian Institute of Company Directors Course. Details of Candidate Ms Virginia Hickey #^ # Endorsed by the Board ^Existing Director I have 15 years experience on boards in the mutual sector. I have a strong commitment to the mutual ethos and to ensuring that members investments are secure through prudent financial management. I have seen the good, the bad and the ugly in companies. My continuing commitment to you is to promote the good, to act with the highest integrity, with members interests top of mind and to see People s Choice and its members flourish. Ms Hickey undertook the Nominations Committee process as required by the Constitution. The Nominations Committee made the following statement in relation to Ms Hickey: The Nominations Committee is satisfied that Ms Hickey has demonstrated an ability (as assessed against the model criteria) to be a director of People s Choice. Candidate Supplied Statement At People s Choice we want to understand what is important to members and build this into everything we do. This is the journey the credit union is on and it is the lens through which I make my decisions in the board room. Being the most recently elected director to the board I believe I have brought some fresh ideas and good values. I have strong legal, governance, strategic and risk management skills. I would feel privileged to be able to continue to serve members. I was a partner of Finlaysons Lawyers. I now provide corporate governance advice to boards. I am on the boards of SportsMed, Energy Consumers Australia, Fertility SA and Safecom and I chair the Audit and Risk Committee of the 14 15

9 Originally trained as an accountant, I have post graduate qualifications in accounting and finance and a MBA from the Australian Graduate School of Management. More recently, I have worked in venture capital giving me good experience in product and service innovation, technology strategy and the governance of technology projects. I have served on many Government advisory committees on technology, innovation and investment. Details of Candidate Ms Amanda Heyworth # I am a Fellow of the Australian Institute of Company Directors. I am also a Senior Fellow of the Financial Services Institute of Australasia and served on the South Australian Regional Council for seven years, including a term as Deputy Chair. # Endorsed by the Board Ms Heyworth undertook the Nominations Committee process as required by the Constitution. The Nominations Committee made the following statement in relation to Ms Heyworth: The Nominations Committee is satisfied that Ms Heyworth has demonstrated an ability (as assessed against the model criteria) to be a director of People s Choice. Candidate Supplied Statement I am a company director based in Adelaide with experience on boards in the finance, housing, technology, not-for-profit and Government sectors. My current board roles include lngenia Communities Group Ltd (listed company specialising in affordable housing), UniSA Ventures Pty Ltd (commercialisation arm) and chairing the Vinnies SA Business Advisory board. In addition, I teach a marketing strategy elective for the Australian Graduate School of Management and assist Uniting Care Wesley Bowden with strategy and planning. I am passionate about the role that credit unions play in serving the financial needs of members. I have a strong background in the financial sector having previously served on the Savings & Loans Credit Union board ( ); worked in financial policy and regulation in Canberra ( ) and in corporate lending/banking ( )

10 Highly qualified and experienced, I promote young people and their families mostly from rural and regional Australia, in many cases our members, who regularly communicate the aspirations and challenges of Australian families. They trust me to serve their best interests, leading with ethical integrity. I take that mandate very seriously. Details of Candidate Dr Rosemary Brooks^ ^Existing Director Dr Brooks undertook the Nominations Committee process as required by the Constitution. The Nominations Committee made the following statement in relation to Dr Brooks: The Nominations Committee is satisfied that Dr Brooks has demonstrated an ability (as assessed against the model criteria) to be a director of People s Choice. A barrister and solicitor of the Supreme Court of South Australia, I have professional insight into the fiduciary duties of a director, and the corporate governance and regulatory environment in which we operate. I do pro-bono legal work and am a South Australian winner and national finalist in Telstra Business Women s Awards. I commit to understanding your perspective and serving your interests in our shared future. Sound financial management and accountability are vital for continued success. I ask you to support my re-election; I always put the members first. Candidate Supplied Statement People s Choice Credit Union a proudly iconic, thriving, extraordinarily successful mutual financial institution. That is why we were selected for the 2017 Mozo People s Choice Awards in two categories Highly Trusted and Staff Friendliness based on the ratings of 3,700 banking customers. As we address cybersecurity and disruptive technology challenges, it is prudent to consolidate our foundations by re-electing an experienced Director who has served on all Committees of the Board. I bring a unique set of skills to the Board. As CEO of a privatesector not-for-profit in the top 4% of Australian businesses by turnover, I excel in creative thinking and problem-solving

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