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2021-11-30 2:45 pm
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AGM 2021

The 2021 Annual General Meeting

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Watch the AGM

If you weren't able to watch the 2021 AGM live, a recording of the meeting is available to view.

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Date

The 64th Bank Australia AGM was held on Wednesday 24 November 2021.

Voting results

Voting for the motions put to the 2021 Bank Australia AGM have now closed. You can view the results by clicking on the button below.

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Impact & Financial report

Bank Australia’s Impact Report and Statutory Financial Report may be obtained from or inspected at any of the Bank’s branches or offices by 1 November 2021. The Impact Report and Statutory Financial Report will also be available online from this date.

Agenda

  1. Opening and apologies – Chair
  2. To note the Minutes of the 63rd Annual General Meeting of Bank Australia Limited held on 25 November 2020
  3. Presentation – Chair
  4. Presentation – Managing Director
  5. To receive and consider the Financial Report, the Directors’ Report and the  Independent Auditors’ Report for the financial year ended 30 June 2021
  6. To re-appoint  Melissa Bastian, Anne-Marie Corboy and David Wakeley as Directors
  7. To consider and if thought fit, approve the following special resolution to amend the Bank Constitution: “extending the application of the demutualisation rules in the Constitution until the end of the 2024 AGM.”
  8. To consider, and if thought fit, approve an ordinary resolution to determine the amount of non-executive Directors’ remuneration
  9. Close of official Annual General Meeting proceedings

Refer to explanatory notes for agenda items 5 – 8.

Explanatory Notes to Resolution

Annual General Meeting Agenda Item 5 – Financial Reports

The Corporations Act 2001 requires the Financial Report, the Directors’ Report and the Independent Auditors’ Report of the Bank to be laid before the Annual General Meeting.

Shareholders will be provided with an opportunity at the Annual General Meeting to ask questions in relation to these reports.

Annual General Meeting Agenda Item 6 – Re-appointment of Directors

The Board recommends the following ordinary resolutions:

“That Melissa Bastian be re-appointed as a Director of Bank Australia Limited.”

“That Anne-Marie Corboy be re-appointed as a Director of Bank Australia Limited.”

“That David Wakeley be re-appointed as a Director of Bank Australia Limited.”

Directors of Bank Australia serve on a three year rotational basis. Retiring Directors may stand for re-election if they are eligible for election. Directors Melissa Bastian and Anne-Marie Corboy both retire by rotation this year. Being eligible, they have both declared they would stand for re-election.

Appointed Director David Wakeley has declared he will stand for election.

Meet the Bank Australia directors up for re-election

In accordance with rule A3-7 (1) of the Company’s Constitution:

  • as the number of candidates equals the number of positions to be filled, the election process was discontinued
  • the general meeting is required to vote on the appointment of the candidate by passing a separate ordinary resolution at the Annual General Meeting.

Report of the Nominations Committee

The Nominations Committee is established by the Bank Australia Board in accordance with Appendix 3 Section A3-4(1) of the Company’s Constitution.

The Committee’s purpose is to assess the fitness and proprietary of potential candidates for the office of Director of the Company, in accordance with the Fit and Proper Policy and the Constitution.

The Chair of the Nominations Committee has provided the following report:

“The Committee resolved that Melissa Bastian, Anne-Marie Corboy and David Wakeley were found to be fit and proper candidates for the office of Director of Bank Australia in accordance with the Fit and Proper Policy and Constitution.”

Mark Bengtsson

Chair, Nominations Committee

Annual General Meeting Agenda Item 7 – General amendments to Bank Australia’s Constitution

The Board recommends the following special resolution:

“That the Bank’s Constitution be amended by adding the underlined words and deleting the struck out words in the marked up copy of the Constitution tabled at the Annual General Meeting and signed by the Chair for Identification purposes.”

The Special resolution will amend the Constitution by extending the application of the demutualisation rules in the Constitution until the end of the 2024 AGM

Explanatory Notes

The purpose of this change is to extend existing demutualisation protection rules in the Constitution that cease to have effect after the end of the 2021 Annual General Meeting for a further three years to 2024.

The Demutualisation protection rules protect shareholders’ rights and entitlements to the Bank’s reserves should the Bank demutualise and/or become the subject of a takeover bid.

Demutualisation means that the Bank would no longer be a customer-owned organisation whereby each shareholder owns one share that entitles them to one vote.

It is important to note that no takeover bid has been received by the Bank and there are no plans to demutualise.

A copy of the Constitution showing the proposed changes is available here.

Other information

The Chair of the Meeting intends to vote all available proxies in favour of this resolution.

Annual General Meeting Agenda Item 8– Non Executive Directors’ Remuneration

The Board recommends the following ordinary resolution:

“That the total sum payable to the seven non-executive Directors by way of fees and superannuation be increased by $65,366 per annum. The directors may determine how this sum is to be apportioned among them and how and when it is to be paid. The said increased sum includes relevant taxes payable either by the Bank or Directors.’

Please note the proposed increase of $65,366 lifts total Director Remuneration to $680,400 per annum. This pool of funds is for aggregate non-executive Directors’ remuneration and is not the amount paid to individual Directors’. The sum represents an increase of 10.63%.

Subject to member approval and determination by the Board it is intended for Non-Executive Directors to be paid $81,000 p.a. (up from $75,770 or 6.90%), Committee Chairs’ to be paid $97,200 p.a. (a 20 percent loading on base remuneration and up from $83,779 or 16.02%) and the Board Chair to be paid $145,800 p.a. (an 80 percent loading on base remuneration and up from $136,387 or 6.90%).

Explanatory Notes

It is an appropriate time for the remuneration of Bank Australia non-executive Directors to be adjusted commensurate with the changing responsibilities of the Directors and growth of the Bank.  The organisation and its environment have changed substantially over the last decade.

Directors’ remuneration was last substantially increased in 2010 by approval of members.

Directors’ Responsibilities include:

  • Ensuring a successful and viable organisation that meets its members’ needs and its fiduciary responsibilities
  • Ensuring there is a strong and effective governance framework in place
  • Setting the tone for the culture
  • Effective oversight of the risk management framework
  • Taking reasonable steps to prevent matters from arising that would adversely affect the prudential standing or prudential reputation

External Environment changes include:

  • A faster and more sophisticated cyber security environment
  • New and more demanding regulations including the Bank Executive Accountability Regime/Financial Accountability Regime
  • Heightened expectations from regulators, governments and members
  • Impacts on the Governance practices of Financial Institutions of the both the CBA Prudential Inquiry and the Financial Services Royal Commission

Bank Performance 2021:

  • Record profit of $40.7m
  • Record growth in new members, with membership now exceeding 176,000
  • Record growth in member deposits to lift total deposits above $6.6bn
  • Funded a record number of member loans ($1.95bn) to lift total loans above $6.3bn
  • Total assets grew to $8.5bn
  • Impact fund contribution of $1.6m
  • Supported both members and staff through Covid-19 challenges
  • 35th most trusted commercial brand (up from 42nd) in Australia, with industry leading customer satisfaction at 95.5%*

In short, the environment is more complex, the challenges more demanding, the scrutiny more intense and expectations and penalties are much higher for Bank Australia non-executive Directors.  In the context of all those challenges, the Board has guided the Bank to deliver strong results.

Governance & Remuneration Committee

The Board has a Board Governance & Remuneration Committee and a Remuneration Policy that aligns remuneration and risk management.

Board remuneration is fixed and does not contain any variable performance based components to ensure alignment with prudent risk-raking. Remuneration is designed to encourage behaviour that supports;

  1. the Bank’s long-term financial soundness
  2. the risk management framework of the bank

The Governance & Remuneration Committee has sought and considered advice from independent sources in relation to remuneration of Boards of Directors within the finance industry generally and the customer owned banking sector specifically.

Maintaining competitive remuneration ensures the Bank is able to continue to attract talented Directors to undertake the corporate responsibilities of serving on the Board of a financial institution.

* Independent research published June/July 2021 by Roy Morgan

Invitation and notice