2017 Annual General Meeting and Director Election

Transcription

1 2017 Annual General Meeting and Director Election Credit Union SA Ltd ACN

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3 Credit Union SA Ltd ACN Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Credit Union SA Ltd will be held on Thursday 23 November 2017 commencing at 5.30pm at Adelaide Pavilion, Terrace Room, Veale Gardens, corner South Terrace and Peacock Road, Adelaide. Agenda 1. Welcome and opening by the Chair of the Board, Ms Alexandrea Cannon 2. Financial Reports To receive and consider the Financial Report of the Credit Union and the Reports of the Directors and Auditor for the financial year ended 30 June Constitutional Amendment Composition of the Board To consider and, if thought fit, approve the following resolution as a special resolution: That the Credit Union s Constitution is amended by replacing Rule 13.1 (1) with the following: (1) The board shall comprise: (a) 5 elected directors, and with effect from the end of the AGM held in 2018, 4 elected directors; (b) not more than 2, if any, appointed directors, and with effect from the end of the AGM held in 2018, not more than 3, if any, appointed directors; and (c) the credit union s chief executive officer, if the chief executive officer is appointed by the board as a director under Rule 13.4(2). 4. Remuneration of Directors To consider and, if thought fit, approve the following ordinary resolution: That the total aggregate amount of Directors remuneration be a maximum of $450,000 in any year. 5. Announcement of Election results Company Secretary to announce the results of the postal ballot for the election of Directors. Please refer overleaf for important information covering the Agenda items Annual General Meeting and Director Election 3

4 Voting on Business Items For a proposed special resolution listed in this notice to be carried it must be passed by at least 75% of the votes cast by members entitled to vote on the resolution at the meeting. In the case of an ordinary resolution, at least 50% of votes cast by members entitled to vote on the resolution at the meeting are required for the resolution to be carried. Proxies A member who is entitled to attend the Annual General Meeting and vote is entitled to appoint a proxy. A proxy is a person who has been nominated to attend and vote at meetings on behalf of another member. A proxy need not be a member. A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. To be effective the appointment of a proxy must be received by the Credit Union at least 48 hours prior to the meeting either at its registered office at 400 King William Street, Adelaide SA 5000 or via fax number (08) A Proxy Form has been enclosed with this Notice, together with instructions on how to appoint a proxy. If you lose or damage your Proxy Form, you can obtain another by telephoning the Company Secretary on (08) By Order of The Board Mr Paul Langley Company Secretary 4 Credit Union SA Ltd

5 Directors Explanatory Statement This explanatory statement has been prepared to assist members in considering the proposed resolutions referred to in this Notice of Annual General Meeting. Item 3 Constitutional Amendment Relating to the composition of the Board Currently the Constitution of Credit Union SA Ltd provides for the Board to be made up of five (5) Member Elected Directors, no more than two (2) Board Appointed Directors and the Chief Executive Officer (CEO), should the Board choose to appoint the CEO as a Director. As part of good governance practice, the Board undertook an externally facilitated Board Performance review in As an outcome from the 2016 Board Performance Review it was identified that there was an opportunity to commence an orderly renewal of the Board over the next three (3) years to fill (and/or maintain) specific skill-sets amongst Directors with the use of Board Appointed Directors being a component of this approach. In assessing the composition of the Board of Directors, the Board considered the following: prudential regulator (APRA) requirements associated with Board competencies, governance and refreshment and renewal membership of the Board consideration to the overall skill, expertise and experience needs of the Board (now and in the future) refreshment and renewal of individual Directors as well as the Board as a whole Board turnover and the retention of corporate history and knowledge Board and Director skills gap analysis size and sophistication of the Credit Union prevailing external environment and operating conditions including emerging trends. As a result of the above considerations, including the outcomes from the externally facilitated Board Performance review and regulatory expectations, the proposed constitutional amendment reduces the number of Member Elected Directors from five (5) to four (4) and increases the number of Board Appointed Directors from not more than two (2) to not more than three (3). The proposed change is effective from the end of the AGM held in Annual General Meeting and Director Election 5

6 This change enables the Board to target specific skills sets and competencies to ensure the Credit Union meets regulatory expectations in relation to seeking additional skills and expertise outside of the Credit Union s traditional membership base which means that there is a greater likelihood for the Board to have to fill some or all of the Board Appointed Director positions. As a result, the Board considers that it would be in the best interests of the Credit Union to reduce the number of Member Elected Director positions that would ordinarily be filled from the membership base of the Credit Union and increase the number of appointed Director positions that can be filled from persons with the appropriate skills, qualifications and experience from outside of the membership base whilst still maintaining Member Elected Directors as the majority. Item 4 Remuneration of Directors Since 2013, the Board has been progressing structural change with the objective of having a cost effective Board of a workable size. The Board has achieved this outcome and is currently comprised of six (6) Directors. A benefit of the structural change has been that for the period of 2013 to 2016 (four years in total) the Board has not proposed an increase to Director remuneration to Members. The Board is now entering its next phase of Board renewal following consideration of an externally facilitated Board Performance review in In addition, and in accordance with Board Governance Policy, an external survey was used to benchmark Directors remuneration. Following consideration by the Board of both the survey results and the Board renewal objectives, the Board is recommending that the total aggregate Director remuneration be increased from a maximum of $413,000 to a maximum of $450,000. The total amount proposed provides the ability to recruit an additional Director during the year, if required as part of the Director renewal process. If no additional appointment is made during the period a saving against the approved maximum will be realised. 6 Credit Union SA Ltd

7 Candidate Profiles and Voting Directions Candidate Information The call for nominations ended 4 July 2017 with two members nominating for one vacancy on the Credit Union SA Board of Directors. Each candidate has personally supplied their Candidate Information which is published in this booklet. The information has not been written by Credit Union SA. The order in which candidates appear in this ballot has been determined by lot. An asterisk (*) denotes an existing Director. Voting Directions Voting shall be by a postal ballot and all members aged 18 years and over as at 3 July 2017 are eligible to vote. Where joint memberships are held the first named members shall have the right to vote. Voting shall be by the first past the post system. The candidate with the highest number of votes will be elected. After marking your votes on your Ballot Paper, place the Ballot Paper into the envelope marked BALLOT PAPER ONLY and seal the envelope. Complete your details (including your signature) on the outside of the envelope. Your information is used for checking eligibility to vote only, and is detached prior to the counting of the ballot, ensuring anonymous voting. Place your BALLOT PAPER ONLY envelope in the Reply Paid envelope marked BALLOT ENVELOPE and mail to reach the Returning Officer at Credit Union SA no later than 5.00pm on 16 November Security of Information Personal details and votes are separately stored in a secure storage location until confidential destruction three months after the declaration of the ballot Annual General Meeting and Director Election 7

8 Glen Wheatley BA (Hons), MBA, FAICD, CERT (Commercialisation), MAIE Current Occupation Managing Director, Best Solutions International Pty Ltd Current Directorships Held Best Solutions International Pty Ltd Academic Qualifications Bachelor of Arts in German Master of Business Administration Graduate of the Australian Institute of Company Directors Graduate Certificate in Science & Technology Commercialisation Master of Applied Innovation & Entrepreneurship Current Professional Memberships Fellow of Australian Institute of Company Directors 8 Credit Union SA Ltd

9 Candidate Supplied Statement We are all experiencing disruption: from our energy networks to education and financial services. To meet the challenges of this increasingly complex world, leadership teams need functional, cognitive and international diversity to prevent complacency and group think, while developing robust and sustainable pathways forward. I would like to bring that diversity into the Board for the benefit of all CUSA members. In short, I offer: Diverse industry experience in manufacturing and services (including education) Functional experience in finance, marketing and general management Working with enterprises of all sizes: from sole traders to global multinationals Tertiary degrees in German, International Management and Applied Innovation Professional development courses including: Company Directors Course (AICD), Disruptive Strategy, Leading with Finance and Negotiation Mastery (Harvard) Extensive overseas experience in Asia, Europe and the Americas. In summary, almost 30 years of experience, supplemented by further education in the latest developments, have honed my communication, strategy and holistic problem-solving skills. Further information is an Internet search away. On a personal note, I m married to Annette, Global IQ Program Manager at the University of Adelaide. We have two sons, Max and Alexander. Max recently completed a Bachelor of Social Sciences and works for Sturt Street Primary and North Adelaide Primary. Alexander is finishing his degree in chemistry at the University of Adelaide. At home, my title is Chief Cook and Bottlewasher and I enjoy making healthy food from around the world for friends and family. I would be honoured to receive your trust and vote. Thank you! 2017 Annual General Meeting and Director Election 9

10 Nicolle Rantanen * MBA, MComLaw, BCom (Acc), GAICD, FCPA, FTIA, CSM Current Occupation Chief Operating Officer at the Department of Treasury & Finance, SA Government Current Directorships Held State Government Procurement Board (Chair) South Australian Financing Authority Advisory Board (Deputy Chair) Grange Golf Club Academic Qualifications Master of Commercial Law Master of Business Administration Bachelor of Commerce Degree (Accounting) minors in Strategy and Policy Development Certified Practising Accountant Graduate Australian Institute Company Directors Current Professional Memberships Fellow of Australian Society of CPA s Fellow of the Taxation Institute of South Australia Graduate of Australian Institute of Company Directors 10 Credit Union SA Ltd

11 Candidate Supplied Statement As a current Director of Credit Union SA and Chair of the Audit Committee, I seek your endorsement to continue to be part of the team which protects and serves members interests and to build further on our excellent financial position. With over 20 years of commercial experience at Senior Executive level, I have expertise in finance and investments, developing and communicating strategy, negotiating outcomes, building teams with a strong performance culture and developing strong relationships with members, employers and unions. In my current role as Chief Operating Officer, South Australian Government Department of Treasury & Finance I manage over 450 staff with responsibilities including corporate strategy, superannuation, financial management, revenue, audit and risk management and digital transformation. Previously, I was the Acting Chief Executive and Chief Operating Officer at Statewide Super, the largest industry superannuation fund in South Australia. My current Board experience includes Chair, State Government Procurement Board, Deputy Chair South Australian Financing Authority and various strategic boards across government. From a community perspective, I am a member of the Grange Golf Club Board and Chair the Member Services Committee and actively participate in fund raising events for Vinnies and the Leukaemia Foundation. As a second generation member, combined with my public and private sector experience, I have a practical understanding of the requirements for a successful customer service focused organisation. I would welcome the opportunity to be re-elected to the Board by members to continue to make a positive contribution to the future of the Credit Union Annual General Meeting and Director Election 11

12 Credit Union SA Ltd ABN AFSL/Australian Credit Licence Credit Union SA Centre Level 3, 400 King William Street, Adelaide SA 5000 GPO Box 699 Adelaide SA 5001