Canterbury Surrey Hills Community Finance Ltd

Annual Reports

Corporate Governance

The Company adopted the following governance strategies, policies and procedures to ensure it complies with the law, including the Corporations Act 2001 and the NSX Listing Rules.

 

Board Governance Framework

The Board Governance Framework identifies and documents the roles and obligations of directors. The framework promotes ethical, considered and independent judgment of the matters before the Board, set out as a code of conduct. It highlights the statutory obligations on directors generally, and also sets out the expectations for directors in terms of time dedicated to Company affairs.

 

Monthly secretary reports

The Company Secretary reports to the Board each month about the various compliance obligations, and notes any outstanding matters. The Company Secretary manages all NSX and ASIC reporting requirements, and monitors compliance with the franchise agreement and Company constitution.

Compliance calendar

The Compliance calendar defines and lists the Company’s compliance requirements, and is reviewed by the Audit and Governance Committee annually. The Secretary reports individual items to the Board each month.

Share trading policy

Directors and Officers cannot trade in the Company‚Äôs shares except during two periods after disclosing the Company‚Äôs accounts, and provided they do not possess ‚Äėinside information‚Äô.

Privacy policy
The privacy policy considers the privacy of shareholders, community groups and other stakeholders.

Company structure

The Company executive consists of our Directors, Company Secretary, Treasurer and Senior Manager. Directors are also involved in many practical roles, such as marketing and risk management.

The Board Governance Framework lists responsibilities that remain with the Board and those delegated to committees or officers, which are listed in the delegations register. This register identifies the officer with delegated authority and any limits that apply to that authority.

Board performance review

The Board Governance Framework identifies the processes for reviewing the Board’s and other officers’ performance:

  • The Audit and Governance Committee reviews the Board when directed by the Chairman. An external body may conduct this review.
  • The Chairman and the chair of the Audit and Governance Committee review the performance of the committees annually.
  • The Chairman reviews each director‚Äôs performance annually.

 

Role of the Chairman

The Chairman is responsible for a range of roles that deal with leading the Board and the Company. The Chairman’s principal role is to facilitate effective discussion and decision making at Board meetings.

The Chairman must be an independent non-executive director.

Role of the Treasurer

The Treasurer is responsible for ensuring accurate, legally compliant company accounts are maintained.

 

Role of the Company Secretary

The Company Secretary is responsible for providing high level expertise and advice on the governance structures and procedures adopted by the Company.

 

Role of the Senior Manager
The Senior Manager is responsible for banking operations. It links the Board to Bendigo Bank and its systems and procedures.

 

Board appointments

Shareholders elect directors for a maximum of three years, with retirements on a rotating basis. The Chairman canvasses each director’s plans to remain on the Board each year. The Board Governance Framework considers the ongoing succession planning for the Board’s composition. The Board has a skills matrix to identify the various skills and experience of its current members and to identify the skills to be recruited in the future. There is no standing Nominations Committee, but the Board appoints a committee when considering appointing a new director.

All new directors must satisfy a comprehensive due diligence process that meets the requirements of the Company’s and Bendigo Bank’s risk management systems. There is also an induction process for new directors, so they can learn as much about the Company and contribute to the Board’s functions as soon as possible.

The Board does not have a formal diversity policy because of the Company’s small size and the small geographic area it serves. The Board aspires to a greater gender balance, but is mindful that service on the Board is not remunerated on commercial terms and the limitations this creates.

Communication procedures

The Company aims to provide timely and relevant information to shareholders throughout the year. The Company releases newsletters (both electronic and hard copy) throughout the year, which are sent directly to shareholders. The Company also writes to shareholders directly about important matters.

The Company discloses information as necessary to comply with the continuous disclosure requirements of the Corporations Act 2001. The disclosures are published on the NSX website at http://www.nsxa.com.au/summary/CSH

Risk management

The Company has a formal Risk Management Policy and tools to identify and record risks and is monitored by the Audit and Governance Committee.

Bendigo Bank, as the franchisor to the Company provides each branch with an internal audit system for operational and lending risks. It reports the results of these audit visits to the Board and the Senior Manager. The Audit and Governance Committee monitors these reports and reviews any recommended changes.

 

Conflicts of interest

The Company maintains a Conflicts of Interest register to record each director’s ongoing material personal interests. The Company Secretary manages the register and reports to the Board every three months. Further, every Board and committee meeting has a scheduled item calling for participants to declare any actual or potential conflicts of interests with the scheduled agenda items.

The Company has a policy for managing actual and potential conflicts of interest. Conflicted directors must be absent from discussions on the conflicted issue. The policy also defines the process for obtaining products or services from a director, including ensuring the transaction is on arms length terms.

Political donations

The terms of reference for the Community Investment and Marketing Committee prohibit it from considering donations, grants or sponsorship for political or religious purposes, except in limited circumstances (such as fetes or events for the purposes of tolerance and understanding).

Share Registry

Who looks after the share registry?

BoardRoom Pty Limited manage and maintain the shareholders register on the Company’s behalf:

Boardroom Pty Limited

Level 12, 225 George Street

Sydney NSW 2000

 

Telephone:      +61 2 9290 9600

Fax:                 +61 2 9279 0664

Email:              enquiries@boardroomlimited.com.au

Web:                www.boardroomlimited.com.au

 

How do I buy or sell shares?
You can buy and sell shares listed on the stock exchange through an NSX broker. You can find a list of brokers here. You must have all your share certificates to sell shares.

If a shareholder passes away, the share registry has forms to transfer the shares.

The share registry also has forms for making an off-market transfer.

 

Can the Company buy my shares back from me?

No, the Company can only buy shares if shareholders approve a defined Share Buy-back Scheme. There is currently a share Buy-back scheme in place. See information below.

 

NSX Announcements

Share Buy-Back Program

Latest Community Projects

Ladies Lunch at Surrey Park Football Club

Maggie Stamoulis and Jo May from the Surrey Hills Community Bank¬ģ branch recently attended a ladies lunch at the Surrey Park sports pavilion hosted by the Surrey Park Football Club. The event was a fundraiser for the club and was enjoyed by many club ladies on a sunny winter day. The Surrey Hills Branch has a great relationship with the Football Club and we have recently provided funding toward the installation of the new electronic scoreboard.

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Boroondara Netball celebrates 21 years.

Congratulations to the Boroondara Netball Association who recently celebrated their 21 Birthday. Chairman Juliann Byron and Director Dick Menting attended the celebration at the Boroondara Netball Centre in North Balwyn.  The Association now has 3,500 players and more than 300 teams. Congratulations on a fantastic achievement.

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Warming up at Hockey Club

Kathy Koulouris, Manager at the Ashburton Community Bank¬ģ Branch and Director, Bob Stensholt recently attended Waverley Hockey Club to present a cheque for new outdoor heaters for the club. The heaters will make it much for comfortable for spectators during the cold winter months. ¬†Kathy also launched a home loans incentive campaign providing the club the opportunity to earn up to ¬†$25,000 for banking referrals from Waverley Hockey club.

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New Uniforms for Richmond Central Amateur Football Club

Ashburton Community Bank¬ģ Branch Manager, Kathy Koulouris recently presented Josh Sharp from Richmond Central Amateur Football Club with a sponsorship cheque for the purchase of player warm up tops. ¬†We have had a long standing relationship with this club and wish them all the best for a successful 2017 playing season.

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Recognising academic excellence at Fintona

Balwyn Community Bank¬ģ Manager, Adam Osmani attended Fintona Girls School to present the Commerce Student of the Year with a $100 deposit into a Community Bank account. Joanna Bleakley received the award for outstanding achievements in Commerce and is pictured here with the Head of Commerce, Chris Williams and Adam.

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Foodie Festival coming to Surrey Hills

Branch Manager, Maggie Stamoulis, from the Surrey Hills Community Bank¬ģ presented a Sponsorship cheque to Our Holy Redeemer Primary School Principal, Frank Dame. ¬†The Surrey Hills Community Bank¬ģ Branch is very pleased to be a Gold sponsor of the Foodie Festival the school is organising later in 2017.

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New Goals for Riversdale Soccer Club.

Gary Johnson, one of our Business Development Managers recently attended the Riversdale Soccer Club and presented a sponsorship cheque for $4,400 to Club President Rob Favata. The sponsorship is provided to the Soccer Club support the purchase of new goals. We look forward to building a successful relationship with the club.

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New Scoreboard for Hockey Club

Staff from the Surrey Hills Community Bank¬ģ recently attended a family day celebration at the Kew Box Hill Brumbies Hockey Club. Piggy made a popular appearance and Branch Manager, Maggie Stamoulis presented a cheque to Club President, Mike Hanlon for sponsorship to support the installation of a new scoreboard. ¬†An additional $1,000 was provided in recognition of a club member settling a home loan with the Surrey Hills Community Bank¬ģ Branch.

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Facilities upgrade for Ceres Calisthenics.

Director, Bob Stensholt and Ashburton Community Bank¬ģ Branch Manager, Kathy Koulouris visited the Ceres Calisthenics Club to present a sponsorship cheque to support the facility upgrade at the Club in Ashwood. ¬†The club has more than 170 girls and women competing at championship level across every age group. We have had a long standing relationship with this club.

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Redbacks on their way to earning $25,000

]Ashburton Community Bank¬ģ Manager, Kathy Koulouris and Senior Manager, Nick Coker recently launched a Home Loans Campaign at the Ashy Redbacks.
The club will be rewarded each time a member or supporter moves their home loan to the Ashburton Community Bank¬ģ. Denise Garrett (pictured) is the first Ashy Redback member to do this earning $1,000 for the club. If nine other club members do the same the club will earn $25,000. We are proud supporters of the Ashy Redbacks and wish them every success for the 2017 season.

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