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Notice of 52nd Annual General Meeting

Notice of 52nd Annual General Meeting

Notice is hereby given that the 52nd ANNUAL GENERAL MEETING of AWA Mutual Limited (AWA or the Mutual) will be held online on Tuesday, 26 October, 2021 at 6pm. 

Agenda

  1. To confirm the minutes of the 51st annual general meeting held on Tuesday, 20 October 2020. 
  2. To receive and adopt the report of the board of directors (Board or Directors) for the year ended 30 June 2021.
  3. To receive and adopt the financial statements for the year ended 30 June 2021.
  4. One Director, Stevern Ward retires in accordance with the constitution of AWA Mutual Limited (Constitution). The Board have chosen not to call for nominations to fill this vacancy therefore an election will not be required. 
  5. To determine Directors’ honorariums for 2021/22. The Board is recommending an increase in total Board remuneration to $137,500.
  6. To consider and, if thought fit, approve the below mentioned special resolution submitted by the Board.

Ordinary Resolution 

  1. That the maximum aggregate remuneration payable to the Directors for the financial year ending 30 June 2022 be fixed as $137,500 (including all taxes and on-costs but excluding expenses incurred in the conduct of the Directors’ roles), and that this amount be apportioned to individual Directors as determined by the Board.

Notes 

To be passed, an ordinary resolution requires the approval of a simple majority of members attending or represented by proxy and entitled to vote (Members). 

Special Resolution 

  1. That, pursuant to section 136(2) of the Corporations Act 2001(Cth) (the Act), the existing Constitution be amended as described in the notice of Annual General Meeting.

Notes

To be passed, a special resolution requires at least 75% of the votes cast by Members who are present and entitled to vote, to be in favour.

Please see below for details on how to cast your vote

Further information regarding the above resolution is set out in the explanatory notes to this notice.

The Directors unanimously endorse the proposals in these resolutions and recommend you vote FOR the resolutions outlined above.

Gavin Heathcote
Secretary

Registrations for the meeting will be accepted up until 12pm on the day of the meeting by emailing  , by calling 1300 056 953 or via our website www.awaalliance bank.com.au.  Full details of how to participate in the meeting will be provided to those who register.

2020/21 Annual Report

The 2020/21 Annual Report will be provided prior to the meeting to those who register their attendance and via our website: www.awaalliancebank.com.au

Please consider the environment before printing this document. 

There are 2 ways you can vote: 

At the Virtual Annual General Meeting:

  • A vote will be cast by a virtual show of hands for and against for all agenda items.
  • Via Proxy:
    You can appoint someone or elect the Chair to act as your Proxy at the General Meeting and vote on your behalf. Your Proxy does not have to be a member of AWA. To do this, you will need to fill in the Appointment of Proxy form on our website. This can be done via post, via email to or in person at any of our offices. 

To be valid, your Appointment of Proxy form must reach AWA no later than 4.30pm EST on 19 October 2021.

Download the proxy form

Explanatory notes 

Ordinary resolution – Director remuneration 

Pursuant to rule 17.1(1) of the Constitution, the aggregate amount of remuneration paid to the Directors in any financial year for the Mutual must not exceed the aggregate amount that the Members in general meeting have determined for that year. The Board has the power under rule 17.1(1) of the Constitution to determine the allocation of the aggregate amount of remuneration among the Directors.  

The Mutual is proposing that the fixed remuneration for the financial year ending 30 June 2022 be $137,500.

Special resolution – amendment to the Mutual’s Constitution 

Purpose

The Mutual is seeking the approval of its Members to amend the Constitution as described further below. In accordance with section 136(2) of the Act, any amendments to the Constitution must be approved by a special resolution of members. Accordingly, resolution 2 will only be passed if at least 75% of the votes cast by Members present and entitled to vote at the AGM are in favour of the resolution. 

As you know, the Mutual is a certified B Corporation (B Corp). This certification signals to stakeholders that the Mutual meets the highest standards of verified social and environmental performance, public transparency, and legal accountability to balance profit and purpose. The proposed amendments are for the purpose of satisfying the B Corp legal requirement, which requires B Corps to align their objectives of supporting positive change in the local and global community with their corporate governance strategies. Accordingly, the amendments include clarification of the Mutual’s objects and purpose to incorporate the B Corp legal requirement wording.

The amendments also include a clarification of the Mutual’s dividend policy to make it consistent with current practices. 

Proposed amendments

A summary of the changes proposed by the amended constitution is set out below. The text of each proposed amendment is set out in the schedule to this notice. 

No,

Provision

Summary of proposed changes

Comments

1.      

Objects (clause 2)

It is proposed to update the Mutual’s objects to adopt the B Corp legal requirement ‘stakeholder clause’, which states the broad range of stakeholders that must be considered by directors in their decision-making. 

The proposed change reflects the Mutual’s commitment to a higher standard of accountability in the Mutual’s decisions and is consistent with the changes required for the Mutual to satisfy the B Corp legal requirement and re-certify as a B Corp. 

2.      

Payment of dividends (clause 7.1)

The Mutual is proposing to remove any references to a ‘dividend policy of the Company in each year’ and replace any further references to ‘the Company’ in this clause with ‘the Mutual’.

The Mutual does not adopt a formal dividend policy each year. Accordingly, the amendment aims to clarify the existing practices of the Mutual in relation to dividends. 

3.      

Objects (appendix 1)

It is proposed to update the Mutual’s stated objects to also include the overarching ‘purpose’ of delivering benefits to Members whilst having an overall positive impact on society and the environment in addition to its primary objects. 

Consistent with the clarification to the objects referred to above, the Mutual is required to state its commitment a triple bottom line approach to business. Meaning its decisions are made not only to deliver benefits to Members, but also to create positive outcomes for people, communities and the planet.

Benefits of the proposed changes

The Board is of the opinion that the key advantages of the proposed changes are as follows: 

  • the update to the Mutual’s objects will allow the Mutual to adopt the B Corp legal requirement, reflecting its current purpose and operating practices; and
  • the updates to the dividend clause are consistent with the Mutual’s current practices given that it’s focus is on delivering benefits and not returns to its Members.

The Directors unanimously recommend that Members approve the proposed changes to the Constitution and vote in favour of the special resolution at the AGM.  

Disadvantages of the proposed changes

The Board is of the opinion that there are no material disadvantages associated with the proposed changes to the Constitution.  

Schedule to the explanatory notes – constitution amendments

Amendment 1 

DIVISION 2  —  PURPOSE, OBJECTS & LIMIT ON POWERS

2.1 Purpose and objects

(1)The mutual has the purpose and objects set out in Appendix 1.

2.2 Stakeholder interests

(1) In discharging their duties under this constitution, the Corporations Act 2001(Cth) and the general law, the directors or other officers of the mutual:

    1. must consider:
    2. the likely consequences of any decision or act of the mutualin the long term; and 
    3. the interests of the mutual’s employees; and 
    4. the need to foster the mutual’s business relationships with suppliers, customers and others; and 
    5. the impact of the mutual’s operations on the community and the environment; and 
    6. the desirability of the mutual maintaining a reputation for high standards of business conduct; and 
    7. the interests of the members of the mutual; and 
    8. the ability of the mutual to create an overall positive impact on society and the environment; and 

(a) need not give priority to a particular matter referred to in paragraph (a)over any other matter, unless the mutualhas stated in this constitution that the directors or other officers of the mutual must give priority to certain matters related to the pursuit or creation of any objects and purpose listed in this constitution.

Members and Customers

(1) The mutual may provide products and services to members and customers.

Amendment 2

DIVISION 7  —  DIVIDENDS

7.1 Payment of Dividends

(1) At least 50% of the mutual’s profit each year is to be re-invested into ongoing operations of the mutual and in a manner which is consistent with the objectives of operating as a social enterprise, with a majority of annual profits used towards fulfilling the mutual’s purpose and objects set out in clause 2.1.

(2) The board may determine that the mutualpay a dividend on member shares to which a right to participate in dividends attaches and may determine:

  1. the amount of the dividend;
  2. the time for payment of the dividend; and
  3. the method of payment of the dividend.

(3) The method of payment may include the payment of cash, the issue of securities and the transfer of assets. Where the mutual pays the dividend other than in cash, the board may fix the value of any securities issued or assets transferred. 

(4) If the terms of issue for a share require the general meeting’s approval to any payment of a dividend on the share, the board’s determination under Subrule (1) is effective only if the general meeting approves the dividend before the time for payment of the dividend arrives.  The general meeting may not vary the board’s 

Amendment 3

APPENDIX 1  —  PURPOSE AND OBJECTS

The purpose of the mutual is to deliver benefits to members whilst having an overall positive impact on society and the environment including the following primary objects:

  1. to encourage savings amongst members and customers;
  2. to promote co-operative enterprise;
  3. to provide programs and services to members and customersto assist them to meet their financial, economic and social needs; 
  4. to promote, encourage and bring about human and social development among individual members and customers and within the larger community within which members and customers work and reside;
  5. to further the interests of members and the communities within which they work and live through co-operation with:
    1. other mutuals and co-operatives; and
    2. associations of mutuals and co-operatives,

      locally and internationally; and
  6. to invest surplus capital for services and projects designed to improve the long-term sustainability and social wellbeing of the communities the Mutual serves.

Registrations for the meeting will be accepted up until 12pm on the day of the meeting by emailing , calling 1300 056 953 or through the button below  

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Full details of how to participate in the meeting will be provided to those who register.

AWA Alliance Bank