2016
Australian Military Bank Ltd
Notice of Annual General Meeting
Notice is given that the 57th Annual General Meeting of
Australian Military Bank Ltd (‘the Bank’) will be held on:
Wednesday 26 October 2016 at 5.00pm (AEDT)
Hotel Realm, 18 National Circuit, Barton ACT 2600
RSVP: (02) 9240 4170 or [email protected]
AGENDA
1.Minutes
To confirm the minutes of the 56th Annual General Meeting held on 28 October 2015.
2. Financial statements and reports
o receive the Bank’s Financial Report, Directors’ Report and the Auditor’s Report for the year
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ended 30 June 2016.
3. Directors Elections
o receive the announcement of results by the Company Secretary of the 2016 ballot for
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director elections (refer to the Explanatory Notes below).
4. Directors’ remuneration for the financial year ending 30 June 2017
To consider, and if thought fit, pass the following as an ordinary resolution:
hat members approve the amount of $418,517, an increase of $29,327, as total Board
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remuneration to be distributed amongst themselves as they see fit (refer to the Explanatory
Notes below).
5. General Business
By Order of the Board of Directors
John Ford
Company Secretary
23 September 2016
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AUSTRALIAN MILITARY BANK NOTICE OF ANNUAL GENERAL MEETING 2016
EXPLANATORY NOTES
The Explanatory Notes that follow provide important
information regarding the items of business to be
considered at the Annual General Meeting (AGM).
Your vote is important. By voting, you are involved in
the future of the Bank.
Benjamin Favelle has been nominated by two members
for election as Director, has been interviewed by the
Director Nominations Committee and passed the tests
for fitness and propriety under the Board’s Fit and
Proper Policy.
To confirm the minutes of the 2015 AGM held on
28 October 2015 by a show of hands at the AGM.
The draft minutes will be available at the meeting or by
emailing [email protected]
Bruce Scott is an existing Director of the Bank. In
accordance with Bank’s Constitution the term of office
for this Director ends at the conclusion of the 2016
Annual General Meeting. Mr Scott seeks re-election to
the Board, and has been interviewed by the Director
Nominations Committee and passed the tests for fitness
and propriety under the Board’s Fit and Proper Policy.
Agenda Item 2: Financial statements and reports
The content of the following statements has been
reproduced as received from the candidates:
Agenda Item 1: Minutes
The Corporations Act 2001 and the Constitution require
that the Bank’s Financial Report, Directors’ Report and
the Auditor’s Report for the year ended 30 June 2016 be
presented at the meeting. Whilst a member resolution
in this regard is not required under the Corporations
Act 2001, the directors believe that asking the meeting
for an advisory vote by a show of hands at the AGM is
important to engage with members on important issues
affecting the Bank. A copy of the 2016 annual financial
report will be available on the Bank’s website from Friday
30 September 2016.
Agenda Item 3: Director Elections
The results of the 2016 Directors Election, conducted by
secret ballot before the AGM, will be announced by the
Company Secretary as required by the Constitution. No
member vote in this regard is required at the AGM.
There are two director positions to be filled and three
candidates. In accordance with the Constitution: the
election process is via a ballot; the order in which the
candidates appear has been determined by the
returning officer by lot; and the candidates with the
highest number of votes are appointed as directors.
The Directors elected at this AGM will hold office for
the period to the AGM in 2019.
Jane Spalding is an existing Director of the Bank. In
accordance with the Bank’s Constitution, the term of
office for this Director ends at the conclusion of the 2016
Annual General Meeting. Brigadier Spalding seeks
re-election to the Board, and has been interviewed by
the Director Nominations Committee and passed the
tests for fitness and propriety under the Board’s Fit and
Proper Policy.
Jane Spalding
I have had the pleasure of
serving on the Board of the
Australian Military Bank since
2007. In that time I have
proudly watched the institution
prosper and continue to meet
the banking requirements of
our members.
I have over 33 years
experience as an Army Officer and have filled a variety of
appointments in logistics, training and personnel. As the
only full-time serving Army member of the Board I bring
a unique view to our discussions and planning. Along
with overseeing good governance of the Bank, I am also
committed to ensuring that the Bank continues to serve
Defence people and their families.
After nine years on the Board I remain committed and
passionate about the Australian Military Bank and
feel privileged to be a part of a hardworking team of
professional people who strive to achieve the very best
for the Bank and its members.
I seek your vote so that I may continue to play a part
in ensuring, through good governance, that the Bank
continues to prosper and serve its members.
AUSTRALIAN MILITARY BANK NOTICE OF ANNUAL GENERAL MEETING 2016
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EXPLANATORY NOTES (CONTINUED)
Benjamin Favelle
I am a Navy Maritime Logistics
Officer who has been a
long term member of the
Australian Defence Credit
Union, and more recently, the
Australian Military Bank. The
Australian Military Bank has
provided support to me at
sea, overseas on deployment
and throughout postings in a
variety of Australian cities during my twenty four years
service. The work of the Australian Military Bank Board
has been commendable during this term, particularly the
transition to the Australian Military Bank. However, as
I near the end of five years service in Darwin, including
three postings in direct support of Operation Resolute,
I believe the Board would do well to add a currently
serving Naval Officer and a member who will ensure
the needs of those serving at sea, overseas or remote
areas in Australia are met. It is important that the Board
represents the membership base. As a comparatively
young and still serving candidate, I will bring energy and
devotion to the role. While I have much to learn, my
Economics, Management, Logistics and Accounting
credentials will ensure I hit the ground running. I look
forward to giving something back to the Australian
Military Bank and representing the Australian Military
Bank members.
Bruce Scott
Noting the significant number
of serving and retired ADF
members in Northern
Australia, I believe our Bank’s
members benefit from having
an experienced company
director based in the North.
I therefore seek your vote to
serve a 2nd term as a director
of our Bank.
I have been a member of the ADF since 1974 with
operational service in Malaysia, Somalia and Afghanistan.
As a Combat Arms officer, my experience reflects
command, operations and training appointments.
I joined our Bank in 1993. Transferring from the Regular
Army in 2000, I became a successful Regional Manager
of ADCU North Queensland, resigning in 2005 to prepare
as a shooting competitor for the 2006 Commonwealth
Games. For the past 10 years I have served as Defence
Health’s North Queensland Regional Representative.
I am a graduate of the Army Command & Staff College
and a 2003 Graduate Member of the Australian Institute
of Company Directors. I am an experienced company
director in the Not-for-Profit and National sporting
arenas. I was Chairman of the North Queensland Area
Holiday Resorts, a company ‘owned’ by the soldiers of
North Queensland, for eight years. I am currently serving
my 2nd term as a Director of Shooting Australia.
I am married with two adult children and reside in
Townsville, where I maintain considerable Defence and
broader community involvement.
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AUSTRALIAN MILITARY BANK NOTICE OF ANNUAL GENERAL MEETING 2016
EXPLANATORY NOTES (CONTINUED)
Agenda Item 4: Directors’ Remuneration
Section 17.1(1) of the Bank Constitution requires a
resolution for the aggregate amount of Directors’
remuneration to be approved at the general meeting for
that year. Agenda item 4 of this meeting is to approve
the amount of $418,517, an increase of $29,327 on the
amount approved at the 2015 AGM. The recommended
amount is in line with the mutual banking industry (Mutual
Banks, Credit Unions and Building Societies) increase for
FY15/16 and acknowledges the increased compliance
and regulatory pressures placed upon directors now
that bank status has been achieved. Importantly, it also
recognises the increased responsibility and commitment
required of the Board Chair and more closely aligns
with what Board Chairs are being remunerated within
the industry.
The Board recommends unanimously that the
members vote in favour of the resolution.
INSTRUCTIONS
HOW TO VOTE FOR DIRECTORS
Online Ballot
You may vote by completing the ballot form online prior
to the ballot closing on Tuesday 18 October 2016.
1. Go to:
https://investorcentre.linkmarketservices.com.au/
voting/AMBU
2. To log in, you will need to:
• enter your member number
• enter your voting PIN (which was sent to you in
an email) and,
• correctly fill out the security box.
3. Then follow the prompts to vote online.
Important: Online ballot voting closes 5.00pm
(AEDT) on Tuesday 18 October 2016.
For any enquiries about online ballot voting, please
contact the returning officer on 1300 554 474.
HOW TO VOTE ON OTHER MATTERS
In Person
You may attend and vote at the Annual General Meeting
in person at the date, time and place specified in the
notice of meeting. Also see *Note below.
Please RSVP your attendance by 5.00pm (AEDT) on
Monday 24 October 2016 to:
Email: [email protected]
Phone: (02) 9240 4170
Online Voting or Proxy
You may vote by completing the voting form online at
least 48 hours prior to the meeting.
Alternatively, you may appoint a proxy to attend the AGM
and vote on your behalf by completing the proxy form
online at least 48 hours prior to the meeting. Your proxy
does not need to be a member of the Bank.
1. Go to:
https://investorcentre.linkmarketservices.com.au/
voting/AMBU
2. To log in, you will need to:
• enter your member number
• enter your voting PIN (which was sent to you in
an email) and,
• correctly fill out the security box.
3. Then follow the prompts to vote or to appoint a
proxy online.
Important: Online voting and proxy appointment
closes 5.00pm (AEDT) on Monday 24 October 2016.
* Note: A member who has voted online prior to the
AGM, may attend the AGM but may not cast another
vote on the relevant resolution at the AGM.
For enquiries
For any online voting or proxy enquiries, please contact
the returning officer on 1300 554 474.
AUSTRALIAN MILITARY BANK NOTICE OF ANNUAL GENERAL MEETING 2016
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australianmilitarybank.com.au
Australian Military Bank Ltd ABN 48 087 649 741 | AFSL AND Australian credit licence number 237 988.