2023 Director Election - Call for Nominations.

Director Sandra (Sam) Andersen

The current Chair of the Board is not eligible for re-election as she has served the maximum term allowed for member-elected directors under Rule 13.6(4) of BBA’s Constitution. However, as advised in November 2022, our CEO Mr Robert Keogh is retiring in November 2023, and the Board has determined that it is important to retain Mrs Andersen’s services as Chair of the Board for a period, to support the transition to a new CEO.  Accordingly, the Board has determined to appoint Mrs Andersen as a Board-appointed director of BBA from the conclusion of the AGM in 2023 for a period of two years. 

As a result of this decision, there will be two vacancies on the BBA Board for which members are invited to nominate. Retiring directors Mr Trent Bartlett (current Chair of the Board Governance and Remuneration Committee (BGRC)) and Mr John Evans (incoming Chair of the Board Audit Committee (BAC)) both offer themselves for re-election. 

Director Trent Bartlett - Current Chair of the Board Governance & Remuneration Committee

Mr Bartlett was first appointed to the BBA Board in September 2016. Mr Bartlett’s term as an elected director ends at the conclusion of the 2023 AGM, and being eligible, he offers himself for re-election.

Mr Bartlett has over 20 years of leadership and experience in listed and unlisted public companies, large private companies, not-for-profits and member-owned/member-governed businesses. 

Mr Bartlett has made valuable and significant contributions to the work of the BBA Board and in recent years, the BGRC, specifically in relation to strategy development, commercial acumen in the mutual sector, and strong corporate governance leadership. Mr Bartlett resides in Western Australia. 

Director John Evans - Incoming Chair of the Board Audit Committee

Mr Evans was appointed to fill a casual vacancy on the Board from 1 October 2022, with such appointment being ratified by members at the AGM on 28 November 2022. His term as an elected director ends at the conclusion of the 2023 AGM, and being eligible, he offers himself for re-election. 

Mr Evans is a highly qualified director with a background of 30 years in the audit of financial services companies, in particular, financial institutions in the mutual banking sector. He was recruited specifically to fill the role of BAC Chair, following the retirement of long-time BAC Chair Mr Geoff Knuckey. Already, Mr Evans has made a significant contribution and has demonstrated his suitability for the specialist nature of the BAC Chair role. Mr Evans resides in South Australia. 

Board Composition and Competencies 

The Directors have critically reviewed the structure, composition and competencies of the BBA Board and its individual directors. Our peer-rated assessments of the skills and competencies indicate that the BBA Board is collectively and individually rated as ‘expert’ or ‘very strong’ in the core requirements of boards of banks of a similar size and complexity; and is confident that the requirements of our regulator, the Australian Prudential Regulation Authority (APRA), are being met in the composition of the current Board. 

The chart below shows the results of the skills and competencies of BBA’s Board assessed during a review completed in 2023. Our assessment highlights the need to ensure the key skillset of corporate governance and financial accounting and audit are retained at expert levels.  

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. 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 BBA 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 at this election, the primary focus will be on candidates that, at a minimum, possess highly developed skills and demonstrated experience in the required skill competencies of corporate governance, mutual businesses and strategic planning, and financial accounting and audit in financial services, together with 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, 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 experience, skills, competence, character, diligence, honesty, integrity, and judgement to perform properly the duties of a director. 

Bank Executive Accountability Regime 

The Banking Act 1959 (Cth) 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 introduced a definition of ‘accountable person’ and requires their registration with APRA before commencing an accountable person role. A director’s appointment will be subject to APRA registering the successful candidate as an accountable person. 

Corporations Law 

BBA is also subject to the requirements of the Corporations Act 2001 (Cth) (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 BBA’s 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 BBA’s Constitution accessible on the BBA website at www.beyondbank.com.au   

Members requiring more information, or a copy of the nomination pack, may obtain it from the Group Company Secretary, Ms Shelley Nave, by emailing companysecretary@beyondbank.com.au   

For minimum eligibility criteria, please complete the brief questionnaire by clicking here or visiting https://beyondbank.getfeedback.com/nomination.

Nominations close at 5:00pm (ACST) on 21 July 2023. 

Shelley Nave
Group Company Secretary