Date
The 61st Annual General Meeting (AGM) of Bank Australia Limited will be held on Monday 19 November 2018.
Where
Melbourne Museum Theatre Room - 11 Nicholson St, Carlton VIC 3053.
Time
Registration: 5.00pm; Tours of the First Peoples exhibition from 5:00pm onwards; AGM commences: 6.15pm.
From 5pm an exclusive tour of the First Peoples exhibition at the Bunjailka Aboriginal Cultural Centre, guided by Wurundjeri Elders, will be available.
The formal Annual General Meeting proceedings will commence from 6.15pm and will be followed by light refreshments, concluding by 8.30pm.
This event will be wheelchair accessible and AUSLAN interpreted. Please contact us if you have other access requirements so that we can ensure your participation in our event.
Attendance
To RSVP your attendance please call 132888 or email 2018AGM@bankaust.com.au.
If you cannot attend in person, highlights from the meeting will be recorded and posted on our website.
More information about CorpVote
CorpVote Pty Ltd is independently conducting this ballot process. CorpVote has been appointed to protect your privacy and ensure a fair and equitable ballot result. All votes submitted through their system are anonymous and the method by which you cast your vote is secure.
From 2 October, CorpVote may also send you reminder emails with details on how to vote.
For information about CorpVote please visit the following:
Website: http://www.corpvote.com.au
Voter Privacy: http://www.corpvote.com.au/voter-privacy-information.html
If you have any issues call 132 888 or email mail@bankaust.com.au
Agenda
- Opening and apologies – Chair
- To note the Minutes of the 60th Annual General Meeting of Bank Australia Limited held on 22 November 2017
- Presentation – Chair
- Presentation – Managing Director
- To receive and consider the Financial Report, the Directors’ Report and the Independent Auditors’ Report for the financial year ended 30 June 2018
- To re-appoint Melissa Bastian and Anne-Marie Corboy as Directors
- To consider, and if thought fit, approve a special resolution to amend the Bank’s Constitution
- To consider and if thought fit, approve an ordinary resolution to determine the amount of nonexecutive Directors’ remuneration
- Close of official Annual General Meeting proceedings.
Refer to explanatory notes for agenda items 5 – 8.
Explanatory Notes to Resolution
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.
Agenda Item 6 – Re-appointment of Director
The Board recommends the following ordinary resolution:
“That Gregory Camm 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. Director Gregory Camm retires by rotation this year and being eligible, declared he would stand 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 Gregory Camm was found to be a fit and proper candidate for the office of Director of Bank Australia in accordance with the Fit and Proper Policy and Constitution.”
Christopher Lewis
Chair, Nominations Committee
Agenda Item 7 – non-executive Directors’ Remuneration
The Board recommends the following ordinary resolution:
“That the total sum of $615,034 (a 2.5% increase) per annum be paid on a pro rata basis to the seven non-executive Directors by way of fees and superannuation. The Directors may determine how the sum is to be apportioned among them and how and when it is to be paid. The said sum includes relevant taxes payable either by the bank or Directors.”
Please note the amount of $615,034 is for aggregate non-executive Directors’ remuneration and is not the amount paid to individual Directors. The sum represents an increase of $14,996 in aggregate or 2.5%.
Agenda Item 8 – non-executive
Directors’ Remuneration
The Board recommends the following ordinary resolution:
“That the total sum of $600,038 (a 2.5% increase) per annum be paid on a pro rata basis to the seven non-executive Directors by way of fees, concessions and other benefits. The Directors may determine how the sum is to be apportioned among them and how and when it is to be paid. The said sum includes relevant taxes payable either by the bank or Directors.”
Please note the amount of $600,038 is for aggregate nonexecutive Directors’ remuneration and is not the amount paid to individual Directors. The sum represents an increase of $14,637 in aggregate or 2.5%.
Governance Committee
The Board has established a Board Governance 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 risktaking. Remuneration is designed to encourage behaviour that supports:
a. the Bank’s long-term financial soundness
b. the risk management framework of the Bank.
The Governance Committee has sought and considered advice from independent sources relating to remuneration of the Board 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.
Have a question?
Customers are encouraged to raise questions prior to the Annual General Meeting via email to 2018AGM@bankaust.com.au or write to the Company Secretary at Private Bag 12, Kew VIC 3101.
Consistent themes raised in questions will be addressed by the Chair or Managing Director during their presentations.
Get a copy of the 2018 Corporate Report
Bank Australia’s Corporate Report may be obtained from or inspected at any of the Bank’s branches or offices from 29 October 2018. The Corporate Report and Statutory Financial Report will also be available online at bankaust.com.au from this date.
