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Watch the AGM
If you weren't able to watch the 2022 AGM live, a recording of the meeting is available to view.
Date
The 65th Bank Australia AGM was held on Wednesday 23 November 2022.
Voting results
Voting for the motions put to the 2022 Bank Australia AGM have now closed. You can view the results by clicking on the button below. All open votes were cast in favour of the resolution
Election results
Voting for the motions put forward for the election for the 2022 Bank Australia AGM have now closed. You can view results by clicking on the button below.
Impact & Financial Reports
Bank Australia’s Impact Report and Statutory Financial Report may be obtained from or inspected at any of the Bank’s branches or offices from 1 November 2022. You can also download them below:
Agenda – Annual General Meeting
- Opening and apologies – Chair
- To note the Minutes of the 64th Annual General Meeting of Bank Australia Limited held on 24 November 2021
- 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 2022
- To declare the results of the 2022 Director election
- To consider, and if thought fit, approve an ordinary resolution to determine the amount of Non-Executive Directors’ remuneration.
- To consider, and if thought fit, approve an increase to Non-Executive Directors’ remuneration in order to facilitate the potential appointment of an additional Non-Executive Director
- Close of official Annual General Meeting proceedings.
Refer to explanatory notes for agenda items 5 – 8.
Explanatory Notes to Resolutions
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 – 2022 Director Election
At this time each year shareholders are contacted regarding the annual election of Directors. The Materials for this year’s election are included with this notice.
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 Nominations Committee hereby declares that:
- There were no nominated candidates who failed to make themselves available for interview by the Nominations Committee
- The following nominated candidates demonstrated an ability to be Directors of Bank Australia in accordance with Clause A3-4(7):
- Helen Gluer
- Janet Matton
Candidate statements
Juliet Brown
Chair, Nominations Committee
Agenda Item 7– 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 $47,628 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 $47,628 lifts total Director Remuneration to $728,028 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 7%.
Subject to member approval and determination by the Board it is intended for Non-Executive Directors to be paid $86,670 p.a. (base remuneration up from $81,000 or 7%), Committee Chairs’ to be paid $104,004 p.a. (a 20 percent loading on base remuneration and up from $97,200 or 7 %) and the Board Chair to be paid $156,006 p.a. (an 80 percent loading on base remuneration and up from $145,800 or 7%).
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’ 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
- Heightened expectations from regulators, governments and members, including as a result of the Financial Services Royal Commission
- Impacts arising from changes to the economic environment and evolving work practices.
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. Remuneration is designed to encourage behaviour that supports:
- the Bank’s long-term financial soundness
- the risk management framework of the bank.
The Governance & Remuneration Committee has sought and considered advice from independent sources in relation to remuneration of the Board of Directors with 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.
Agenda Item 8 – Approving remuneration
In order to facilitate the potential appointment of an additional Non-Executive Director the Board recommends the following ordinary resolution: “That total Director Remuneration is increased by $86,670 to facilitate the potential appointment of an additional Non-Executive Director.” This increase would enable the Board, if it considers necessary to ensure ongoing effective governance, to increase the Board from 7 to 8 Non-Executive Directors. Please note the proposed increase of $86,670, if approved by members, would lift total Director Remuneration to $814,698 per annum. The proposed increase would only be used if the Board appointed an additional non-Executive Director and would not be spent if no such appointment was made. A Board skills gap analysis will be undertaken post the 2022 Director election and consideration will be given to the effective governance of the Board commensurate with the scale and complexity of the bank.
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: RO@linkgroup.com
For further information please contact the Company Secretary, Ms Louise O’Brien on 03 9854 4838 or companysecretary@bankaust.com.au
