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Notice of Annual General Meeting

 

Notice is hereby given that the Sixtieth Annual General Meeting of Members of Qudos Mutual Limited will be held at the Pullman Sydney Airport Hotel, Bediegal & Gwaegal Rooms, Level 1, 191 O’Riordan Street Mascot, New South Wales at 5pm on Wednesday 27 November 2019.

You can appoint a proxy to attend the AGM on your behalf up to Monday 25 November 2019 at 5:00pm EDST.

Voting for our 2019 AGM is now open within Online Banking, have your say today.

 

Join our first Live Stream Event!

To enable greater participation from our Members around Australia, we’ll be Live Streaming our AGM event for the very first time. You'll be able to watch the Live Stream broadcast from the comfort of your living room or wherever you may be on your preferred device. Customers will be sent a link to access the broadcast closer to the event, so stay tuned.

Please note that Live Streaming does not enable members to ask questions and vote at the meeting. If you have a question you would like to put to our Board before the AGM event, please submit your question via the button below.

Submit Question

We look forward to your contribution to the governance of Qudos Bank, if you have any questions please send us a secure email or call us on 1300 747 747.

 

FAQs

  Why does Qudos Bank hold an Annual General Meeting (AGM)?

An AGM is an annual meeting of the general membership of a company, such as Qudos Bank.

Public companies are required by the Corporations Act to hold an annual general meeting each year, within five months after the financial year end of the company. Most companies hold their AGM - in October or November, although ASIC can grant an extension to this time upon application by the company.

The business ordinarily transacted at an AGM includes:

  • the Board of Directors and management present to the members the annual financial report, directors’ report and auditor’s report for the previous financial year;
  • directors’ election;
  • auditor’s appointment and fixing of remuneration.

Any other business is special or other AGM business.

  Who can vote?

All Qudos Bank Members over 18 years old, with a shareholding RIM and who joined prior to the day before the closing date for nomination for the Directors’ election are eligible to vote. This year the voting roll closed on 8 August 2019.

  What are we voting for?

Agenda item 4

This year there is no directors’ election as the number of eligible candidates for election was equal to the number of vacancies. When this happens, instead of holding an election the Members are asked to vote to re-elect the candidates at the AGM. This is done by a separate resolution for each candidate. This year we will ask members to re-elect 2 Directors, Capt Col Adams and Jennifer Dalitz.

If these Directors aren’t all re-elected we will have a casual vacancy to fill.

Profiles of the nominated candidates can be found in the AGM booklet.

For these resolutions to be passed more than 50% of the members who vote must vote yes.

Agenda item 5

This year we are also seeking member approval to increase Director Remuneration. The resolution we will be asking members to vote for is:

Special Business: Director Remuneration

The Board each year engages Mercer Consulting (Australia) Pty Ltd (Mercer), Human Resource Consultants, to review the level of Qudos Bank (Qudos) Directors’ remuneration against comparable market levels. Noting that no increase to Directors fees has been sought since 2016 and Director remuneration has remained unchanged since 1 October 2016.

Mercer observed that both the base Director remuneration and the remuneration for the Chair were positioned below the 25th percentile compared to Qudos Bank's peers.

After careful consideration of the review by this respected firm, the Board proposes to increase Directors’ remuneration from 1 October 2019 from $45,000 to $60,550 and that the fee for each Committee meeting attended remain unchanged at $500.

The Chair, Deputy Chair, Chair of the Audit Committee and Chair of the Risk Committee receive an additional allowance above the base Director remuneration to the reflect their additional responsibilities and time required for those positions.

It is proposed to set these allowances at $42,000 per annum for the Chair and $15,000 per annum for each of the other positions. This would result in an increase of $1,500 per annum in the allowance for the Chair and an increase of $3,750 per annum for the allowance for each of the other positions.

Directors of companies, such as Qudos, are subject to onerous statutory and governance obligations, including specific legal requirements relating to their prudential management and their credit and financial services activities.

Qudos’ Directors must not only oversee corporate governance, financial reporting and the setting of strategy, but also risk management systems, including key areas of credit risk, interest rate risk, liquidity, capital adequacy, legal risk and operational risk.

It is essential that Directors’ remuneration recognises the importance of their duties, the responsibilities they have and the time they spend on Board matters.

Our Board reaffirms their commitment to balancing the need to adequately remunerate Directors with our principles of mutuality.

As this is a ‘special resolution’, for this resolution to be passed at least 75% of members who vote must vote yes.

  How can an eligible Member obtain a proxy form and vote?

Members can vote in person by attending the AGM in Sydney, or they can appoint a proxy to attend the AGM and vote on their behalf (either the Chairman or someone else they name).

Members can register their vote by completing a proxy form within Online Banking or by downloading a form from our website here.

If a member completes a paper proxy form they must return it to us or post it to the Returning Officer to the reply-paid address on the form.

  When does Voting start and finish?
  • Online voting opens within Online Banking on Tuesday 1st October, eligible Members will receive an email notification in the first week of October
  • AGM Paper Packs will be sent in the mail to those Members who elected to receive one in their September quarterly statement. (1st week of October)
  • If voting via proxy – proxies close 48 hours before the AGM, that is 5pm on Monday 25 November 2019. Online voting will be turned off at the time and any paper forms received after that time cannot be accepted
  When and where will it be held?

Our 60th AGM will be held in Sydney.
Date: Wednesday 27 November 2019
Time: 5.00pm
Venue: Bediegal & Gwaegal Rooms
Pullman Sydney Airport Hotel
Level 1, 191 O’Riordan Street
Mascot NSW 2020

To attend please register by contacting: Helen James on (02) 9582 3231 or hjames@qudosbank.com.au

  Are votes being accepted in Branch?

Each office has a ballot box to display from the first week of October, if you requested a paper AGM Pack you can drop off your proxy form at your nearest branch.

  Why didn’t I receive a paper AGM pack in my October statement?

In June statements we included a communication to all eligible voting Members that we would be going paperless with our future AGM election notices, and that we would notify you via digital channels including email and our website. The notice advised that in order to receive a paper pack you would need to contact us to opt in for a paper pack to be mailed to you.