The 47th Annual General Meeting of Ford Co-operative Credit Society Limited ABN 74 087 651 456 trading as Geelong Bank (the Bank) will be held on Thursday, 28 October 2021 commencing at 6.00 pm (AEDT). 

Given the social distancing requirements and in the interests of the health and safety of our Members and team, Geelong Bank Board has decided to hold the 2021 AGM in a virtual format only.  There will not be a physical meeting that Members can attend.  Please register your attendance to the virtual AGM by emailing us at info@geelongbank.com.au or calling 1300 361 555.  Login details will be provided prior to the AGM.

If Members wish to submit a question prior to the AGM, they must do so by 5:00 pm (AEDT) Tuesday, 26 October 2021 in writing by emailing info@geelongbank.com.au or by mail to The Company Secretary, Geelong Bank PO Box 1130, Geelong Vic 3220.  Questions should be relevant to the AGM.  The Chair will address some of the more frequently asked questions during the AGM.  Please note that answers will not be sent out individually.

Notes in relation to the Annual General Meeting are included within this Notice.  Please read these notes carefully. 

Agenda

1.  Minutes

To confirm the minutes of the 46th Annual General Meeting held on 29 October 2021.

2.  Financial Statements and Reports

To receive and consider the Bank’s Financial Report, the Directors’ Report, and the Auditor’s Report for the financial year ended 30 June 2021.

3.  Directors' Remuneration

To consider and, if thought fit, pass the following as an ordinary resolution:

That the maximum aggregate Directors’ remuneration be increased from $60,000 per annum to $121,118 per annum, with 50% of the increase effective from 1 July 2022 and the remaining 50% of the increase effective from 1 July 2023.

4.  Election of Director

To elect one Director to the Board in accordance with the Bank’s Constitution:

  • Michael Carroll retires as a Director at the end of the 2021 AGM; and
  • Retiring Director Michael Carroll offers himself for re-election.

To consider and if thought fit to pass the following as an ordinary resolution:

That Michael Carroll be appointed as Director until the end of the 2024 Annual General Meeting.

Voting by Proxy

If you are unable to attend the virtual meeting and wish to vote, you may appoint a proxy to participate in and vote at the meeting on your behalf by completing and lodging a proxy form.  Your proxy does not have to be a member of Geelong Bank.

The Appointment of Proxy Form is available here, by emailing info@geelongbank.com.au, calling 1300 361 555 or from Geelong Bank’s office at 107 Gheringhap Street, Geelong.  To be valid, your Appointment of Proxy form must reach Geelong Bank no later than 5.00 pm (AEDT) on Tuesday, 26 October 2021.

Explanatory Notes

Agenda Item 1. Minutes

This item does not require a formal resolution to be put to the meeting.  Members have the opportunity to note matters contained within the minutes of the 2020 AGM heeld on 29 October 2020.  The minutes are available here.

Agenda Item 2. Financial Statements and Reports

Section 317 of the Corporations Act 2001 requires that the Financial Report, Directors’ Report and the Auditor’s Report be presented at the AGM.  Receiving and considering these reports at the Annual General Meeting is an important way to engage with Members on important issues affecting Geelong Bank. A copy of the 2021 Annual Report is available here.

Agenda Item 3. Directors' Remuneration

Directors’ remuneration is determined annually at the Annual General Meeting (AGM). At the first meeting of the Board after the AGM the Board determines the annual remuneration level for each position or office held by a Director.

Over time the financial services sector has become more complex and demanding, placing additional onus on organisations, including Geelong Bank, and Directors.  Directors of Customer Owned Banks (COB) are subject to the same governance requirements and liabilities as listed and unlisted entities.  APRA allows COBs to make payments to Board members providing that such payments are “reasonable, authorised and justifiable”.

The Bank has undertaken an extensive review of its Directors’ remuneration with the intention of addressing:

  • The growing time commitment and accountabilities of directors in an increasingly more regulated environment;
  • The accelerating commercialization of the COB space requiring COB organisations to secure directors who possess the expertise, knowledge, and experience to successfully manage and govern the business;
  • The continued challenge of attracting and retaining qualified directors with a wide range of diverse skills and experience; and
  • Demonstrating appropriate governance with the use of benchmarks and data points when determining fees for the Board and Directors.

The review included benchmarking the Geelong Bank’s Board members current remuneration against the 2021 Mutual Financial Board Remuneration Survey, produced by independent McGuirk Management Consultants.  Data covering assets, revenue, member numbers and geographical location is sourced from 70 COBs and covers the roles of Chair, Deputy Chair, Directors, and Committees.  The report shows Geelong Bank to be well below benchmark for similar COBs.

The recommended increase to Directors’ remuneration phased in over the 2022/2023 and 2023/2024 financial years. 

Your Directors unanimously support this resolution and recommend that you vote FOR it.

Agenda Item 4. Election of Director

Directors of the Board are Member elected. The Board may also appoint one Director as per Geelong Bank’s Constitution.  The nominations process aims to present for election candidates who are fit and proper, appropriately qualified for the task, and who are likely to add to the skills base of the board.  In this way, the Board will have done its utmost to achieve a Board covering a range of appropriate skills to properly manage Geelong Bank, in the best interest of its Members.

 

By Order of the Board

Stephen Allinson

Company Secretary

Geelong Bank, 107 Gheringhap Street, Geelong, Victoria, 3220

1 October 2021

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