It is my pleasure to invite you to the 51st Annual General Meeting (AGM) of Railways Credit Union Limited trading as MOVE Bank on Thursday 21 November 2019. 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 7 November 2019 to 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.
In order to reduce unnecessary cost and environmental impact, this year we have not printed and sent Proxy Appointment forms to members. All shareholding members are able to appoint a proxy and direct how the proxy is to vote via our online proxy voting system which is available at movebank.com.au. If you would like a paper proxy you can simply contact the Company Secretary on the contact details below. We will send one to you with a reply paid envelope to enable you to return your appointment of proxy form. Note that for the appointment to be valid the online proxy must be completed (or the paper form signed and received by us) no later than 6.00pm (EST) Tuesday 19 November 2019.
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 2019 Financial Report is available after the Explanatory Statement below. If attending the AGM you will receive a full copy of the Report. Full copies are also available from movebank.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 movebank.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@movebank.com.au
Phone: 1300 362 216
Meeting Agenda
- Opening
- Introduction
- Apologies
- Receipt of minutes of the 50th Annual General Meeting held 8 November 2018 (See Explanatory Statement – Item 1)
- Action arising from the minutes of the previous meeting
- CEO Report
- 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
- General Business
- Close of Meeting
Explanatory Statement
MINUTES OF ANNUAL GENERAL MEETING (Agenda Item 4)
Draft Minutes of the 50th Annual General Meeting held 8 November 2018 are available by contacting the Company Secretary on the contact details listed in the Notice of Meeting.
APPOINTMENT OF DIRECTORS (Agenda Item 7)
Directors Scott Riedel and Mick Skinner will complete their terms at the conclusion of the AGM. Accordingly, there are two elected director vacancies on the Board. Directors Riedel and Skinner, being eligible, have renominated for election.
Other nominations for these Board positions were called for in a Notice sent to members in the July 2019 MOVE Life and closed on 9 August 2019. As no additional nominations were received the election process was discontinued and members will vote on the reappointment of Mr Riedel and Mr Skinner 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 Mr Riedel and Mr Skinner 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 two nominees. The profiles appear in alphabetical order.
REMUNERATION OF DIRECTORS (Agenda item 8)
At the AGM it will be proposed that the maximum total annual remuneration for the Board of Directors from the 2019-2020 financial year be increased in line with the wages price index by 2.3% to $297,515 plus superannuation.
Please note this figure is the proposed maximum total pool of remuneration for the whole Board not remuneration for an individual director.
Schedule A - Directors Nominees' Profiles
Candidate Profile
Scott Riedel
I have been a credit union member for 20 years. For the last three years I have been an elected director of the Board of MOVE Bank and have been a member of the Risk Management Committee or the Audit & Compliance Committee since that time. I am now seeking member re-appointment as a company Director.
I have worked in QR/QR National/Aurizon since 1987 and am currently performing the role of Executive General Manager, Network. In this role I lead 2500 people, delivering Freight and Passenger below rail services across Queensland.
My education includes a Business Qualification from Queensland University of Technology and an Electrical Engineering Degree from the University of Queensland. I am currently a Registered Professional Engineer of Queensland and a Graduate of the Australian Institute of Company Directors.
My lengthy experience and friendships in the rail industry give me a passion for the credit union and the services it provides. Over a thirty year railway career, I have observed firsthand the support that the credit union provides, particularly to regional members. I believe in the need for these trusted financial services and the support that the credit union provides. I am keen to be part of the development of these services into the future. If elected I look forward to working with the other board members and the management team to enable the development of the credit union into the future, for the benefit of its members.
Candidate Profile
Mick Skinner
I have been a MOVE Bank member since 1982 and have been a Non-Executive Director for six years. I believe I have the necessary knowledge and skills to assist MOVE Bank to continue to grow.
I worked for Queensland Rail for 30 years, and I have worked in the private sector of the Transport industry for eight years, so I understand the industry.
I possess a Bachelor of Business (RMIT), Graduate Certificate (Macquarie University) and a Company Directors Diploma (AICD).
My community involvement includes, Life Member of Brisbane North Junior Cricket Association, Life Member of Chartered Institute of Logistics and Transport and Charter Member of Bramble Bay Lions Club.
Simplified Financial Reports
