It is my pleasure to invite you to the 50th Annual General Meeting (AGM) of Railways Credit Union Limited trading as MOVE Bank on Thursday 8th November, 2018.
The meeting will be held at the Pullman Brisbane at King George Square, corner Ann and Roma Streets, Brisbane at 6pm. Please arrive by 5.45pm for registration. The meeting is expected to finish by 7pm and we invite you to stay afterwards to enjoy a meal and refreshments. To help with catering, please RSVP by 1st November via the Company Secretary contact details listed below.
Should you be unable to attend the AGM, you may still vote by proxy. Each shareholding member is entitled to appoint a proxy and that appointed person does not have to be a member of MOVE Bank. You may choose to simply appoint the Chairman of the meeting to act as your proxy and you can direct the proxy how to vote or allow the proxy to vote as the proxy sees fit. If the Chairman of the Meeting is your proxy and you have not indicated how to vote, you expressly authorise the Chairman of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of Directors. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. A Proxy Appointment Form is enclosed with mailed September statements. Members who receive online statements will be provided a link to our online proxy voting system which will be available to all shareholding members at www.mymove.com.au. Note that for the appointment to be valid, the signed form must be received by us, or the online proxy completed, no later than 6.00pm (EST) Tuesday 6th November, 2018.
In accordance with the Corporations Act, there will also be an opportunity at the AGM for questions and comments from members about the management of MOVE Bank and content of the Auditor's Report. To assist with the planning, timing and running of the meeting, would members please contact the Company Secretary to give advanced notice of any questions that they may wish to raise at the AGM.
A concise version of MOVE Bank's 2018 Financial Report is available on page XX.. If attending the AGM you will receive a full copy of the Report. Full copies are also available from www.mymove.com.au or can be collected in person at the Branch at Plaza Level, Central Station.
If you would like a copy of the company Constitution before the AGM you can download a copy from www.mymove.com.au or collect in person at the Branch at Plaza Level, Central Station.
The Directors and staff of MOVE Bank look forward to seeing you at the AGM.
Yours sincerely,
Bernard Luton
Company Secretary
Email: companysecretary@mymove.com.au
Phone: 1300 362 216
Meeting Agenda
- Opening
- Introduction
- Apologies
- Receipt of minutes of the 49th Annual General Meeting held 9th November, 2017 (See Explanatory Statement – Item 1)
- Action arising from the minutes of the previous meeting
- Appointment of Directors (See Explanatory Statement – Item 2)
- Remuneration of Directors (See Explanatory Statement – Item 3)
- Chair’s Review
- Directors’ Report, Auditor’s Report and Financial Report
- CEO Report
- General Business
- Close of Meeting
Explanatory Statement
MINUTES OF ANNUAL GENERAL MEETING (Agenda Item 4)
Draft Minutes of the 49th Annual General Meeting held 9th November, 2017 are available by contacting the Company Secretary on the contact details listed in the Notice of Meeting.
APPOINTMENT OF DIRECTORS (Agenda Item 6)
Directors Bron Davies, Kellie Dyer and Andrew Hughes will complete their terms at the conclusion of the AGM. Accordingly there are three elected director vacancies on the Board. Directors Davies, Dyer and Hughes, being eligible, have renominated for election.
Other nominations for these Board positions were called for in a Notice sent to members in the July 2018 MOVE Life and closed on 10th August, 2018. As no additional nominations were received the election process was discontinued and members will vote on the reappointment of Ms Davies, Ms Dyer and Mr Hughes as directors by separate resolutions at the AGM. In accordance with the Constitution, the Director Nominations Committee has completed the assessment process of the nominating candidates and has determined that Ms Davies, Ms Dyer and Mr Hughes are deemed to be fit and proper persons in accordance with MOVE Bank’s Fit and Proper policy.
At the end of this Explanatory Statement in Schedule “A” are nominee profiles prepared and provided by the three nominees. The profiles appear in alphabetical order.
Over the last year the Board has undertaken a detailed review of the current skills on the Board and identified additional specialist skills that would supplement those of current directors and assist the Board in the execution of the strategic goals and priorities for the organisation. The Board determined that the required specialist skills are:-
- Senior management experience in financial services and
- Information technology.
The Board has undertaken a search for director candidates with these specialist skills and accordingly, in May 2018, appointed Mr Sean O’Donnell to the Board as an external director. In accordance with our constitution an external director serves at the appointment of the Board for a term of up to twelve months.
REMUNERATION OF DIRECTORS (Agenda item 7)
At the AGM it will be proposed that the maximum total annual remuneration for the Board of Directors from the 2018-2019 financial year be increased by 4.5% to $290,826 plus superannuation. Although the proposed increase would result in remuneration less than that suggested in the independent assessment of director remuneration undertaken last year, the Board submits that the proposed increase is reasonable at this time.
Please note this figure is the proposed maximum total pool of remuneration for the whole Board not remuneration for an individual director.
