SELECT ENCOMPASS CREDIT UNION LTD. ABN 43 087 650 011
NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Select Encompass Credit Union Ltd. will be held on Wednesday, 13 December 2017 at the Mercure Sydney Hotel, 818-820 George Street, Sydney, commencing at 3.00 pm
Agenda 1.
Apologies
2.
Confirmation of Minutes of the Annual General Meeting held on Wednesday 23 November 2016.
3.
To receive and consider the Directors' Report, Chief Executive Officer's Report, Financial Report and Auditor's Report for the financial year ended 30 June 2017.
4.
Election and Appointment of Directors Paul Dunn, Eric Priestley and Kristen Watts retire in accordance with the Constitution and are eligible for reelection. Candidates for this election are Paul Dunn, Eric Priestley, Kristen Watts, John Brodie and Anthony Matis. Each of these candidates has been assessed by the Director Nominations Committee and the Board. The candidate assessment has determined that each meets the requirements of the Fit and Proper Policy and possess the necessary skills to make an effective contribution to board deliberations and processes. As there are five (5) candidates for the three (3) vacancies to be filled, a ballot for election of Directors will take place at this meeting. Note: The ballot will be closed at the AGM by the Returning Officer after the commencement of the meeting.
5.
Determine the remuneration of Directors The following ordinary resolutions will be put: Ordinary Resolution 1 – Director remuneration ‘That commencing from the end of the 2017 Annual General Meeting of the Credit Union the total annual remuneration for all Directors of the Credit Union be set at an amount not exceeding $324,800 as a combined total, plus superannuation guarantee. Ordinary Resolution 2 ‘That a Director of the Credit Union shall receive the proceeds of any claim made relating to that Director that may be paid to the Credit Union: (a) under the Directors’ Personal Accident Insurance; and (b) under the Corporate Travel Insurance Policy where those proceeds represent travel expenses incurred and paid for by that Director.’
6.
Special Resolution 1 – Name change and consequential amendments To consider and, if thought fit, pass the following resolution as a special resolution: "That: (a) subject to the Australian Prudential Regulation Authority (APRA) giving consent, the name of the company be changed to Endeavour Mutual Bank Ltd. with effect from a date approved by APRA; and (b) with effect from the date of the company changing its name to Endeavour Mutual Bank Ltd., the Constitution be amended in the manner set out in Part 1 of the Schedule of Proposed Constitutional Amendments previously made available to members and tabled at the meeting and, for the purposes of identification, signed by the Chair."
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7.
Special Resolution 2 – Subscription Price - $0 member shares To consider and, if thought fit, pass the following resolution as a special resolution: "That the Constitution of the company be amended in the manner set out in Part 2 of the Schedule of Proposed Constitutional Amendments previously made available to members and tabled at the meeting and, for the purposes of identification, signed by the Chair."
IMPORTANT: ASIC has published a notice to cease the application of the relevant provisions of Appendix 6 ["Demutualisation"] of the Constitution of Select Encompass Credit Union Ltd enabling the consideration of the special resolutions without following the procedures of Appendix 6. A copy of ASIC's notice can be found at
http://download.asic.gov.au/media/4515091/a47_17.pdf
Important Information
Explanatory Notes Please refer to the Explanatory Notes accompanying this notice for information on the resolutions. Reports & Constitutional Amendments: Copies of the Annual Report, Annual Financial Statements and the Schedule of Proposed Constitutional Amendments may be obtained from or inspected at the Credit Union’s registered office, 59 Buckingham Street, Surry Hills, NSW. Alternatively the documents can be downloaded from the Credit Union’s website: www.secul.com.au/AGM. Proxies: A Member who is entitled to vote but unable to attend the meeting may appoint an adult person who need not be a Member as their proxy. A Member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. An Appointment of Proxy form accompanies this notice and is also available at any Select Encompass Credit Union office or can be downloaded directly from the Select Encompass Credit Union website at www.secul.com.au/AGM. For the appointment to be valid, the Appointment of Proxy form must reach the Returning Officer, Aust E Co, Reply Paid 3016, Caboolture BC QLD 4510, no later than 3.00 pm (EST) Monday, 11 December 2017. BY ORDER OF THE BOARD Simon Brasier Secretary AFTERNOON TEA ACCEPTANCE Afternoon tea will be served following the Annual General Meeting. If you wish to attend the afternoon tea please contact our Call Centre on 1300 13 14 20 or email
[email protected] stating your name and member number by Wednesday, 6 December 2017. Note: You must be a Select Encompass Credit Union member or an appointed proxy to be eligible to attend the Annual General Meeting and the afternoon tea following the meeting.
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Explanatory Notes Item 4 - Election and Appointment of Directors Paul Dunn, Eric Priestley and Kristen Watts retire in accordance with the Constitution and are eligible for re-election. Candidates for this election are Paul Dunn, Eric Priestley, Kristen Watts, John Brodie and Anthony Matis. Each of these candidates has been assessed by the Director Nominations Committee and the Board. The candidate assessment has determined that each meets the requirements of the Fit and Proper Policy and possess the necessary skills to make an effective contribution to board deliberations and processes. As there are five (5) candidates for the three (3) vacancies to be filled, a ballot for election of Directors will take place at the AGM.
Item 5 – Determine the remuneration of Directors Ordinary Resolution 1 - Director Remuneration Member approval is sought to increase the total combined annual remuneration pool paid to all elected Directors by 1.5%. The new total amount of annual remuneration will therefore be $324,800 plus superannuation guarantee commencing immediately from the end of the 2017 AGM and until next changed by the Members in general meeting.
Ordinary Resolution 2 - Directors to receive proceeds of insurance claims Approval is sought for the payment to Directors of proceeds from any claim that may be made in the period up to the end of the 2018 Annual General Meeting under the Directors’ Personal Accident Insurance or Travel Insurance Policy.
Item 6 - Special Resolution 1: Name change and consequential amendments An Information Booklet to inform members about the proposed changes accompanied the Notice of Annual General Meeting and Proxy Form. The Schedule of Proposed Constitutional Amendments is available from the Credit Union. Other factors to consider are noted below. The Australian Prudential Regulation Authority (APRA) has been requested to provide its consent to the change of company name to include the word "bank". If approved, the change will be effective on such date determined by APRA. When the name changes the company cannot use the protected term "credit union". Amendments to replace references in the Constitution from "credit union" to "bank" would ordinarily trigger the demutualisation procedures of Appendix 6 of the Constitution. The Australian Securities and Investments Commission (ASIC) has granted our application to have the relevant provisions of Appendix 6 temporarily 'turned off' to allow the change to proceed and avoid the significant cost of following those procedures. Other minor amendments to the Constitution are also proposed:
update legislative references; clarify the Director appointment provisions following the 2016 merger; and clarify the manner of giving notices to members.
Item 7 - Special Resolution 2: Subscription price - $0 member shares The requirement in the Constitution to pay cash for a member share does not reflect the trend of modern society towards a cashless economy. The Board has determined that it will assist in attracting younger members and enhance the online capability and competitiveness by removing this impediment to online banking. We are not the first mutual organisation to do so. The proposed amendment will reduce the subscription price to $nil. Due to legal complications that can arise, there will be no refund of subscriptions to existing members, but all members retain the right to be repaid the subscription if they terminate their membership. This change does not alter the rights of members under the Constitution. The Principles of Mutuality in the Preamble to the Constitution have to be amended to remove the requirement to pay cash. Doing so would ordinarily trigger the demutualisation provisions of Appendix 6 of the Constitution. ASIC has granted our application to have the demutualisation provisions of Appendix 6 temporarily 'turned off" to allow the change to proceed and avoid the significant cost of following those procedures. The Schedule of Proposed Constitutional Amendments is available from the Credit Union.
