2016 Annual General Meeting

Transcription

1 2016 Annual General Meeting

2 Notice of Annual General Meeting AUSTRALIAN CENTRAL CREDIT UNION LTD ABN Notice is given that the 2016 Annual General Meeting of Australian Central Credit Union Ltd trading as People s Choice Credit Union will be held on Thursday 27 October 2016 at the Crowne Plaza 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 the total amount of Director remuneration for the period effective from 30 October 2016 until the conclusion of the next Annual General Meeting will be a maximum of $764,361 inclusive of superannuation. 4. To confirm the results of the Director Election. 5. Annual General Meeting Close. Please refer overleaf for important information concerning the Agenda items. BY ORDER OF THE BOARD Christine Manuel Corporate Secretary 12 September 2016

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 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 seven non-executive Directors. At the last Annual General Meeting held on 29 October 2015, shareholders approved a maximum aggregate nonexecutive Directors fee cap of $660,005. The Board is recommending total non-executive Director remuneration of $764,361 for the period effective from 28 October 2016 until the conclusion of the next Annual General Meeting. This represents an increase of 2.5% for individual non-executive Director fees. The increase proposed 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 Corporations Act 2001, APRA Prudential Requirements and other regulatory requirements as well as member and community expectations. The increase in the total amount also provides the flexibility to be able to appoint another non-executive Director to the Board during the year as part of refreshment and renewal of the Board. If another appointment is not made, the balance will be retained as a saving and will not be distributed among the other Directors. 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 have the capacity to contribute to the Board 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. In accordance with the People s Choice Constitution, Directors Mr John Cossons and Ms Jan McMahon retire as Directors and, being eligible, offer themselves for re-election. One additional Credit Union member was nominated but subsequently withdrew. Each person offering themselves for election has undertaken a Nominations Committee process to satisfy the Board that they have the capacity to contribute to the Board of People s Choice and that they are of appropriate fitness and propriety to be a Director of People s Choice. The Board approved each of the two nominees becoming candidates. As there are two Candidates for two vacancies, in accordance with clause 10.11(2)(a) of the People s Choice Credit Union constitution, each of Mr John Cossons and Ms Jan McMahon are declared elected with effect from the end of the 2016 Annual General Meeting.

4 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 form. Please read these instructions carefully. If you lose or damage your proxy form, you can obtain another by calling If you intend to vote on the resolutions by proxy, please note that for your Appointment of Proxy to be valid, your Appointment of Proxy form must reach People s Choice Credit Union by 11.00am Central Daylight Saving Time on 25 October You can lodge your proxy by posting it to: The Returning Officer People s Choice Credit Union, Reply Paid 1288, Adelaide, SA 5001 in the envelope provided with this notice. 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 rules. 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. Please do not ask questions involving individual accounts or individual account holder details during the Annual General Meeting. To assist members who find asking questions in public difficult, provision has been made for you to ask a question in writing on the attached proxy form. The Chair s and Chief Executive Officer s addresses for the AGM will be framed to cover as many of the issues raised as possible. If you feel your question has been misunderstood or not adequately answered you may ask further questions at the meeting Director Election Following the nomination process as outlined below, there are two director candidates for two vacancies on the People s Choice Credit Union Board. As a result, under clause 10.11(2)(a) of the of the People s Choice Credit Union constitution, each of Mr John Cossons and Ms Jan McMahon is declared elected with effect from the end of the 2016 Annual General Meeting and a separate poll of members is not required. For the information of members, the nomination process for candidate directors to the People s Choice Credit Union Board is outlined below, along with information regarding each of Mr John Cossons and Ms Jan McMahon. Election Candidates Nominations Committee The Board established a Nominations Committee comprising a Director of the Board and two independent representatives. The Board (via its Corporate Governance Committee) 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:

5 Knowledge Roles, responsibilities and fiduciary 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 financial services sector; and The mutual sector. 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; High level of integrity; Objectivity; Time management and personal organisation skills to manage Director responsibilities and time to commit to the Board; and Effective leadership. 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 the extent that the nominees addressed these competencies. The outcomes of the Nominations Committee work are provided on the following pages together with personal information that was supplied by each nominee. 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 by the Corporate Governance Committee 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.

6 The depth and breadth of skills of the nominee and whether they will add value to People s Choice. Candidate Information 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 s first priority, after considering all available information, is to determine whether each nominee has met the minimum requirements to become a candidate. 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. John Cossons The Board (with current Directors standing for re-election absent and not voting) has resolved to endorse the election of each of Mr John Cossons and Ms Jan McMahon. Jan McMahon

7 Current Professional Memberships: Member, Australian Institute of Company Directors Fellow, Australasian Mutuals Institute Candidate Supplied Statement: Details of Candidate Mr John Cossons Mr Cossons undertook the Nominations Committee process as required by the Constitution. The Nominations Committee made the following statement in relation to Mr Cossons: The Nominations Committee is satisfied that Mr Cossons has demonstrated the capacity to contribute to the Board of People s Choice Credit Union at a high level. John Cossons FAMI, MAICD Directorships: Chair: Australian Central Credit Union Ltd (trading as People s Choice Credit Union) and its controlled entities (Director since 2001) Independent Chair: Developing East Arnhem Ltd (since 2014) Director: United Vending NT Pty Ltd (since 1998) Chair: Casuarina All Sports Club Inc. ( ) Chair: Palmerston Sports Club Inc ( ) Independent Chair: NT Non-Government Schools Ministerial Advisory Council ( ) I am currently the Chair of your board and have had the privilege of serving on all board committees. Since my first appointment as a credit union director in 1981, I have been an active participant in all aspects of our industry serving not only your Credit Union but participating in national working parties that set the future structures and strategies for our industry. This experience means that I have a sound understanding of how the business operates. In an increasingly competitive environment where your board is responsible for balancing the provision of services and products that meet your immediate needs against the financial security and stability of People s Choice for your children and future generations, this knowledge is valuable to board deliberations. Born and raised in the Northern Territory before completing my education in Adelaide and returning to the Territory, I appreciate the diverse needs of our members from larger towns and cities through to small outback communities. This has proven to be valuable input into board decisions and direction. As we look to the future, I remain committed to the development of new products and services that meet your needs in an ever changing world against a background of friendly, efficient and personal service at a fair price. I ask you to support my re-election and that of fellow Director Jan McMahon. Academic Qualifications: Graduate Diploma Public Sector Executive Management 1992 (NT University)

8 Academic Qualifications: Bachelor of Arts (Hons) 1977 (Flinders University) Current Professional Memberships: Fellow, Australian Institute of Company Directors Fellow, Australian Institute of Superannuation Trustees Details of Candidate Ms Jan McMahon Ms McMahon undertook the Nominations Committee process as required by the Constitution. The Nominations Committee made the following statement in relation to Ms McMahon: The Nominations Committee is satisfied that Ms McMahon has demonstrated the capacity to contribute to the Board of People s Choice Credit Union at a high level. Jan McMahon BA Soc. (Hons), FAICD, FAIST Employment in last 5 years: General Secretary, Public Service Association of SA Inc ( ) Directorships: Director: Australian Central Credit Union Ltd (trading as People s Choice Credit Union) and its controlled entities (since 2009)* Chairperson: Health Partners Limited (since 2004; Director since 1989) Director: Funds SA (since 1999) Board Member: Super SA (since 1990) Federal President: CPSU, State Public Services Federation (since 2013) *Previously Director of Savings & Loans Credit Union (1989 until merger in 2009) Candidate Supplied Statement: I offer my experience and leadership to members and am committed to continuing the work we have done towards building the strength of our Credit Union. I am a Director of the People s Choice Credit Union Board and currently Chair of the Audit Committee. Prior to this appointment, I was a member of the Risk Management Committee and Audit Committee. I was previously a Director of Savings and Loans Credit Union, which elected me to go forward to the merged Board. I have a proven track record and am proud of the contributions I have made to our Credit Union. My commitment to accountability and my reputation as a forceful and effective advocate who achieves results, ensures I will continue to work in the interests of and for the benefit of members. I have a clear understanding of the Credit Union business, including the financial, strategic planning, governance and human resource principles and will continue to ensure that members have the best representative possible to continue the provision of high quality financial products and services. Sound financial management and accountability are vital for the Credit Union. To maintain this, I urge you to support myself and the other current Director, John Cossons. Experienced Qualified Effective

9 People s Choice Credit Union, a trading name of Australian Central Credit Union Ltd ABN , acts under its own Australian Financial Services Licence (AFSL ) and Australian Credit Licence (244310).