Call for nominations - 2022 Directors' Election

BEYOND BANK AUSTRALIA LIMITED

ACN 087 651 143
 

At the conclusion of the 2022 Annual General Meeting of members (AGM), two directors of Beyond Bank Australia Limited (BBA) retire by rotation in accordance with the Constitution of BBA.

Retirement By Rotation and Re-election 
Director Elizabeth (Liz) Westcott (current member of the Board Risk Committee) offers herself for re-election.  Liz was appointed to the BBA Board in March 2020 following the successful merger with Nexus Mutual, with her appointment ratified by member vote at the 2020 AGM.

Liz is an experienced Executive and Non-Executive Director in the listed and not-for-profit sector, and is currently the Chief Operating Officer at Energy Australia as well as being a Director on the Boards of various Energy Australia subsidiary companies.  Liz has extensive skills across a broad range of disciplines, including Strategic Planning, Human Resource management, project management, technical, commercial and safety leadership, and operational risk management. She has made valuable and significant contributions to the work of the Board and the Board Risk Committee in her area of skills and expertise.
 
Board Audit Committee Chair - Retirement and Appointment 
Director Geoff Knuckey, having first been elected to the Board in 2012, is retiring at the conclusion of the 2022 AGM, having served the maximum term allowed under Rule 13.6(4) of the Constitution. Mr Knuckey has made an outstanding contribution to the overall governance of BBA, and in particular, to the efficient and effective conduct of BBA’s internal and external audit programs.

To this end, the Board is currently in the process of appointing a suitably qualified and experienced director to replace Director Knuckey as a non-executive director and Chair of the Board Audit committee, a role critical in ensuring BBA’s long term financial strength and sustainability.

As a result of this appointment, there is one vacancy on the BBA Board for which members are invited to nominate.
 
Requirements for Nomination 
The Board of BBA is skills based and is committed to maintaining a mix of directors that collectively bring the required experience and skills to enable the Board to operate efficiently and effectively. The Australian Prudential Regulation Authority (APRA) has advised its regulated entities of the importance of corporate governance and the need to ensure that directors possess sufficient skills and experience to ensure they will properly perform their duties. 

Members considering being nominated need to be mindful that Beyond Bank Australia is a significant financial services organisation, which operates in the mutual sector and its board strives to ensure a mix of highly skilled and experienced directors to ensure its governance is fit for purpose. As part of the Nomination Committee’s assessment process, the focus will be on candidates that, at a minimum, possess highly developed skills in two or more of the following areas: banking and financial services, risk management, financial reporting and analysis, business and people management, business strategy and planning, corporate governance, co-operatives and mutuals, and technology skills.
 
Fit and Proper 
BBA, being an authorised deposit-taking institution (ADI), is subject to APRA’s Prudential Standard CPS 520 Fit and Proper (F&P Standard).  The F&P Standard sets out the minimum requirements that ADIs must apply in determining the fitness and propriety of individuals who hold positions of responsibility with the ADI which includes directors.  For the purposes of determining whether a person is fit and proper to hold a responsible person position, the criteria include whether the person possesses the competence, character, diligence, honesty, integrity and judgement to perform properly the duties of a director.
 
Bank Executive Accountability Regime 
The Banking Act 1959 (Banking Act) was amended in 2018 to establish the Banking Executive Accountability Regime (BEAR). The BEAR is an enhanced accountability framework for ADIs and persons in director and senior executive roles. The BEAR introduces a definition of ‘accountable person’ and requires their registration with APRA prior to commencement in an accountable person role. A director’s appointment will be subject to APRA registering the successful candidate/s as an accountable person.
 
Corporations Law 
BBA is also subject to the requirements of the Corporations Act which, together with a number of common law obligations and prudential requirements, imposes specific duties and significant responsibilities and accountability on directors.
 
Nomination Process 
In accordance with the BBA Constitution every candidate must submit to an interview by the Nomination Committee.  The role of the Nomination Committee is to assess each candidate and determine whether it is satisfied that the person is fit and proper and as part of this assessment, has demonstrated an ability to be a director against the model criteria and Board skills and aptitudes matrix.
 
It would be prudent for any member considering whether to be nominated to acquaint themselves with the duties imposed on directors by the general law and by the Corporations Act, and also the BBA Constitution accessible on the BBA website (www.beyondbank.com.au). 

Members with an interest in nomination to the Board are asked to complete this questionnaire [link now closed] to assess initial eligibility. If all criteria are passed, our Company Secretary's office will be in touch within a couple of days to discuss and provide the full Nomination ‘pack’.

For additional queries, please contact the Group Company Secretary, Mr Ray O’Brien, by telephoning 13 25 85.

Nominations close at 5.00pm ACST, on 22 July 2022.

Ray O’Brien
Group Company Secretary 

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