It is my pleasure to invite you to the 53rd Annual General Meeting (AGM) of Railways Credit Union Limited trading as MOVE Bank (“MOVE Bank”) on Tuesday 16 November 2021.
The Board is very conscious of the ever-changing environment regarding COVID-19. In planning for this Meeting, MOVE Bank is focused on ensuring the safety of Members and employees whilst seeking to maximise the opportunity for Member participation and at this time plans to hold a physical Meeting. However, this may change to an online (i.e. virtual) meeting if restrictions prohibit a physical meeting or if it is considered appropriate in the weeks leading up to the meeting. If it is necessary or deemed appropriate for MOVE Bank to hold a virtual meeting, information will be posted on MOVE Bank’s website at movebank.com.au. We will also email and/or send a text message to those members who have registered when any such decision is made. In this event details will be provided on how Members will be able to participate in the AGM virtually via the online platform.
The meeting is scheduled to be held at the Pullman Brisbane at King George Square, corner Ann and Roma Streets, Brisbane at 6pm. Due to the impact of COVID-19 and current and possible future Government restrictions, MOVE Bank must ensure compliance with the requirements for social distancing. Therefore, the number of attendees will be restricted to the number allowed based on the size of the room and social distancing rules at the time of the meeting. MOVE Bank will need to limit the number of registered attendees and may need to reduce the number of attendees after registrations are received if government restrictions change. Please register for attendance by 8 November 2021 to the Company Secretary at the contact details listed below.
Please arrive by 5.45 pm for sign-in. The meeting is expected to finish by 7.00 pm and we invite you to stay afterwards to enjoy a meal and refreshments.
Proxy Voting
Should you be unable to attend the AGM in person you may vote by proxy. Each 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 Chair 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 Chair of the Meeting is your proxy and you have not indicated how to vote, you expressly authorise the Chair of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of Directors. The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. Note that for the proxy appointment to be valid, an online proxy must be completed, or a signed paper form received by no later than 6.00 pm (EST) Sunday 14 November 2021.
When voting is available, Members will be invited to vote online with a link sent to their email address registered with MOVE Bank. Members who require a paper proxy form, can request a proxy by contacting the Company Secretary at the contact details listed below.
Other Information
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 (details below) to give advanced notice of any questions that you may wish to raise at the AGM.
A concise version of MOVE Bank's 2021 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. You may also request a copy be sent to you by contacting the Company Secretary at the contact details listed below.
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 52nd Annual General Meeting held 17 November 2020 (See Explanatory Statement – Item 1)
- Action arising from the minutes of the previous meeting
- Chair’s Review
- Directors’ Report, Auditor’s Report and Financial Report
- Appointment of Directors (See Explanatory Statement – Item 2)
- Director remuneration (See Explanatory Statement – Item 3)
- CEO Report
- General Business
- Close of Meeting
Explanatory Statement
MINUTES OF ANNUAL GENERAL MEETING (Agenda Item 4)
Minutes of the 52nd Annual General Meeting held 17 November 2020 are available by contacting the Company Secretary on the contact details listed in the Notice of Meeting.
APPOINTMENT OF DIRECTORS (Agenda Item 8)
Director Bron Davies (Chair of the Board) will complete her current term at the conclusion of the AGM. Director Davies, being eligible, has renominated for election.
The term for Director Andrew Hughes was due to expire at the conclusion of the AGM. Director Hughes would be ineligible to re-nominate for a further term due to reaching the maximum tenure provided for in the Constitution. Director Hughes therefore retired as a Director on 30 June 2021. After a thorough review process, the Board appointed Ms Rachel Adair as a casual Director to fill the vacancy. The Constitution provides that the term of a casual Director ends at the conclusion of the AGM unless the general meeting approves the appointment.
The term for Director Kellie Dyer was due to expire at the conclusion of the AGM. Director Dyer would be ineligible to re-nominate for a further term due to reaching the maximum tenure provided for in the Constitution. Director Dyer therefore retired as a Director on 30 June 2021. After a thorough review process, the Board appointed Mr Marcus Salouk as an external Director. The Constitution provides that an external Director can be appointed by the Board for up to a term of one year. An external Director is not subject to election by Members.
Accordingly, there are two elected director vacancies on the Board.
Other nominations for the two elected Board positions were called for in a Notice sent to members in the July 2021 MOVE Life and closed on 9 August 2021. As no additional nominations were received, the election process was discontinued and members will vote on the appointment of Ms Davies and Ms Adair 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 and Ms Adair are deemed to be fit and proper in accordance with MOVE Bank’s Fit and Proper Policy.
At the end of this Explanatory Statement in Schedule “A” are the nominee profiles prepared and provided by the nominees.
DIRECTOR REMUNERATION (Agenda Item 9)
At the AGM it will be proposed that the maximum total annual remuneration pool for the Board of Directors from the 2021-2022 financial year be increased to $305,000 plus superannuation. This represents an increase of $7,485 or 2.52% which is in line with the remuneration increases provided to general staff. In the prior financial year, the Board elected not to seek any increase in remuneration.
Please note this figure is the proposed maximum total pool of remuneration for the whole Board not remuneration for an individual director.
Schedule A - Director Nominees' Profiles
Bron Davies
I bring to the Board experience in risk management, accounting, and financial services, supplemented by qualifications in economics, accounting and information technology. I also bring to the Board practical experience in the day-to-day operations of financial services which provides me with a deeper understanding of MOVE and the obligations and regulations that we must work within.
If re-appointed, this will be my final term, having served the members of MOVE for the past 9 years, with the last two years as Chair. This last year has exercised my experience in risk management to lead the Board through the continuing uncertainty of the pandemic. This uncertainty has further deepened my appreciation for MOVE as an intergenerational asset, both recognising the contribution that our previous and current members have provided, and the importance of sustainability for our future members.
Like many of our members, I am an active MOVE member holding both deposit and loan facilities. This personal connection grounds me to our member perspective when making decisions, and reinforces the mutual perspective of balancing profits with re-investing for the benefit of our members.
Although I am no longer employed with Queensland Rail, I am employed in an operational service delivery organisation that is government owned. I feel that these similarities keep me connected with the historical core of our membership within rail.
Rachel Adair
Name: Rachel Adair
Company: Aurizon
Job Title: Manager – Group Management Reporting and Budgeting
Joined Aurizon: December 2015
I am a Chartered Accountant with over 10 years of experience across PwC and Aurizon. In my current role at Aurizon I lead a diverse team and am responsible for internal financial reporting to the Executive Committee and the Board in addition to responsibility for the annual 4-year Corporate Plan. I am also responsible for Capital Governance including management of the capital approval process and reporting. I have managed large continuous improvement projects across planning, budgeting and forecasting and automation of finance processes. Prior to this I was responsible for preparation and review of regular Audit Committee reporting on assessment of technical accounting matters, treasury accounting and external financial reporting.
I am a new member of MOVE Bank and have quickly recognised the value, award winning service and support provided to members. I firmly believe in MOVE Bank’s commitment to putting members first to support their financial goals. If elected I look forward to continuing with the contribution I have made to date as a casual director to the growth and development of MOVE Bank for the benefit of its members.
