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2020 Annual General Meeting (AGM) and call for nominations for election as a Director.

Members’ rights to put resolutions at General Meetings

The following members may give Bank Australia notice of a resolution that they propose to move at a general meeting:

  • members with at least 5% of the votes that may be cast on the resolution; or
  • at least 100 members who are entitled to vote at a general meeting.

The notice must:

  • be in writing;                                                                                                                                                     
  • set out the wording of the proposed resolution; and                                                                              
  • be signed by the members proposing to move the resolution.

The Company Secretary must receive the notice of a resolution by Friday 18 September 2020 if it is to be considered at the 2020 AGM.

2020 election of directors

In respect of the election process, arrangements have been made for Link Market Services Limited to conduct the 2020 election for one (1) Director to serve on the Board of Bank Australia.

Directors of Bank Australia are elected for a three year term or appointed by the Board. Retiring Directors may stand for re-election without nomination if they are eligible for election.

Directors Judith Downes and Michelle Somerville both retire by rotation this year. Ms Downes, being eligible, has declared she will stand for re-election. Although also eligible, Ms Somerville has advised she will not be standing for re-election and her term of office concludes at the end of the 2020 AGM. The Board has determined the position held by Ms Somerville will be filled by Board appointment, maintaining the majority of Board positions being held by Member-elected Directors as required by Bank Australia’s Constitution.

Nominations are invited from eligible members of Bank Australia to stand as candidates at the election. Nominations must be received by 12 noon on Friday 31 July 2020.

An individual is eligible to be a Director if the person meets the criteria set out in Bank Australia’s Constitution.

Nominations Committee

In accordance with Bank Australia’s constitution, the Board has established a Nominations Committee. The responsibility of the committee is to determine which candidate (if any) is of appropriate fitness and propriety to be and act as a Director, by reference to the Board’s fit and proper policy.

Each valid nominee and each retiring Director who stands for re-election without nomination will be invited to attend an interview with the Nominations Committee on Monday 24 or Tuesday 25 August 2020 to determine the suitability of the nominee for election as a Director.

Model Criteria

Each candidate for the position of Director is expected to have the following mandatory competencies:

  • A comprehensive understanding of the roles and responsibilities of a Director;
  • A commitment to mutuality values, sustainability and responsible banking principles including the ability to be seen as a role model for the Company’s brand through the demonstration of actions and behaviours;
  • The ability to evaluate, form conclusions and apply good judgement;
  • The ability to understand the Company’s strategy and business risks, including risk identification and monitoring of risk mitigation;
  • The capacity and willingness to undertake continuous professional development and learning to acquire and update skills and knowledge relevant to the role of Director of the Company;
  • Good financial literacy; and
  • An understanding of their obligations as an Accountable Person under the Banking Executive Accountability Regime, namely to:
      • Act with honesty and integrity, and with due skill, care and diligence;
      • Deal with APRA in an open, constructive and co-operative way; and
      • Take reasonable steps in conducting those responsibilities to prevent matters from arising that would adversely affect the prudential standing or prudential reputation of the Company.

In addition to the above mandatory competencies, for the 2020 Director election a candidate for the position of Director is expected to meet the following desirable criteria:

  • Significant corporate governance experience and at least one candidate with significant experience with auditing of financial institutions (not necessarily an Auditor).
Application Process

Bank Australia’s Constitution sets out the procedures governing the Director election process.

Nomination forms, fit and proper policy, Board charter and copies of Bank Australia’s constitution are available from the Returning Officer or the company secretary.

A candidate may submit for circulation to members a statement, not exceeding 250 words, limited to their name, age, employment, qualifications, directorships, memberships/affiliations, contact details and a photograph taken not more than 12 months prior to the date of closure of nominations.

Returning Officer

Mr Dan Reid, Link Market Services Limited has been appointed Returning Officer for the election. 

Returning Officer address:

Mr Dan Reid
Link Market Services Limited
Tower 4, 727 Collins Street, Melbourne VIC 3008

Telephone: 03 9847 9104

Email: [email protected]

For further information please contact the Company Secretary, Ms Louise O’Brien on 03 9854 4635 or [email protected]