The Ashburton Community BankÂ® were the proud Major Sponsor of the Ashburton Village Twilight Festival. An estimated 12,000 people enjoyed the summer sunshine and the great variety of activities on offer. Piggy was busy entertaining festival goers and enjoying time on the Ashburton Community BankÂ® stage. The Festival provided a great opportunity for the community to enjoy the vibrant Ashburton Village and wander down the normally busy
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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 Secretaryreports to the Board each month about the various compliance obligations, and notes any outstanding matters. The Secretary manages all NSX and ASIC reporting requirements, and monitors compliance with the franchise agreement and Company constitution.
The Compliance calendar defines and lists the Companyâ€™s compliance requirements, and is reviewed by the Audit and Governance Committee annually. The Secretary reports individual items to the Board each month.
Director share trading policy
Directors cannot trade in the Companyâ€™s shares except during two periods after disclosing the Companyâ€™s accounts, and provided they do not possess â€˜inside informationâ€™.
The Company executive consists of our CEO and our Senior Manager. Directors hold the positions of Company Treasurer and Company Secretary. Directors are also involved in many practical roles, such as marketing and risk management, that an executive may oversee in a larger company. Directors are not specifically remunerated for this.
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 Boardâ€™s and other officersâ€™ 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 directorâ€™s performance annually.
- The Board approves the CEOâ€™s performance plan in November each year for the following calendar year. The Chairman monitors this plan.
Role of the Chairman
The Chairman is responsible for a range of roles that deal with leading the Board and the Company (as identified in the Board Governance Review). The Chairmanâ€™s principal role is to facilitate effective discussion and decision making at Board meetings.
The Chairman must be an independent non-executive director. The same person cannot be Chairman and CEO.
Role of managing director and CEO
The CEO leads strategy implementation, business growth, asset management, communications and community relations.
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.
Shareholders elect directors for a maximum of three years, with retirements on a rotating basis. The Chairman canvasses each directorâ€™s plans to remain on the Board each year. The Board Governance Framework considers the ongoing succession planning for the Boardâ€™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 Companyâ€™s and Bendigo Bankâ€™s risk management systems. There is also an induction process for new directors, so they can learn as much about the Company as possible in a short time and contribute to the Boardâ€™s functions as soon as possible.
The Board does not have a formal diversity policy because of the Companyâ€™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.
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
The Company has a formal Risk Management System (RMS) and tools to identify and record risks. The RMS is based on the international standard ISO 31000-2009 Risk Management and is monitored by the Audit and Governance Committee. The Secretary provides a summary report to the Board each month.
Bendigo Bank, as the franchisor to the Company, supports RMS development and support. Bendigo Bank 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. It also interviews Bendigo Bank audit staff as necessary.
Conflicts of interest
The Company maintains a Conflicts of Interest register to record each directorâ€™s ongoing material personal interests. The 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.
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).
Who looks after the share registry?
RSD Accountants manage and maintain the shareholders register on the Companyâ€™s behalf:
Level 2, 10-16 Forest Street
Bendigo VIC 3550
Ph: 03 5445 4200
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. The share registry can tell you what certificates you should have.
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.
What do I do if I lose my certificates?
You can complete forms from the share registry to replace lost or stolen certificates.
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.Â There is currently a share Buy-back scheme in place. See information below.