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’s shares except during two periods after disclosing the Company’s accounts, and provided they do not possess ‘inside information’.

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’s 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

New Training Nets for Surrey Hills Cricket Club

Maggie Stamoulis, Manager of the Surrey Hills Community Bank® presented the Surrey Hills Cricket Club Coach/Captain Tim Foster with a sponsorship cheque for $8,500. The sponsorship will be used to fund the installation of retractable training nets at Surrey Park. Our ongoing support of the Surrey Park Sporting club precinct continues with funds of more than $23,000 provided to the Cricket Club to date.

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Special day for children with a disability

Director Dick Menting and staff from the Balwyn Community Bank® branch attended the Box Hill Miniature Steam Railway special day for children with a disability. This annual event organised by the Rotary Club of Balwyn is a fabulous day for the carers and families and children with a disability.  The Balwyn Community Bank® branch has supported this event for many years and we are always pleased to see the joy and delight on the children’s faces.

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How many Piggies can you see?

We have a Winner!
As part of our involvement in the Surrey Hills Music Festival the Surrey Hills Community Bank® branch ran a competition to win a $500 bank account. Entrants had to guess the number of Piggy money boxes they could see lazing around in the inflatable pool. Our lucky winner was most excited to get the call she had guessed the correct number. A very happy new customer to the Surrey Hills branch.

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Camcare program supports Parkhill Primary School

Kathy Koulouris, Manager of the Ashburton Community Bank® branch and Chairman Juliann Byron attended the Camcare Annual General Meeting and presented a cheque for $13,200 to Camcare Chief Executive Officer, Jane Broadhead.
The grant provided by the Ashburton Community Bank® funded the ‘Inspiring Warriors’ program being run at Parkhill Primary School. The program teaches emotional regulation and resilience.

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Supporting Cricket Umpires

Maggie Stamoulis, Manager of the Surrey Hills Community Bank® branch and Director, Dick Menting presented the Eastern Cricket Umpires Association with a sponsorship cheque to President Chris Main.
Our contribution provides support for the senior club members and assists with the development of the cultural awareness program being run by the association. Over the years we have provided support to this association totaling $8,000.

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Defibrillator for Amaroo Neighbourhood Centre

Kathy Koulouris, Manager of the Ashburton Community Bank® branch and staff member Madeleine Smith attended the Amaroo Neighbourhood Centre Annual General Meeting. They presented a cheque to the Centre Chairwoman Margaret Taylor and Co-ordinator Peter Nash. The funds provided by the Ashburton Community Bank® were put towards the purchase of a defibrillator.

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Surrey Hills Music Festival- a community success

There was rain,hail and sunshine at the 2017 Surrey Hills Music Festival. Despite the challenging and changing weather, many people came out to enjoy the fabulous musical program.
Maggie Stamoulis, Branch Manager from the Surrey Hills Community Bank® Branch and Director, Damien Hudson presented our sponsorship cheque for $7,000 to Festival Director Melissa Chipp.

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25 years of Swinburne University

Chairman, Juliann Byron and Senior Manager, Nick Coker attended a gala dinner to celebrate 25 years of Swinburne University. Held in the Plaza Ballroom, the event celebrated the remarkable achievements of Swinburne people– visionaries, trailblazers, connectors and challengers. The Swinburne story is one of great ambition and tremendous achievement. Our network of Community Bank® branches have a strong relationship with Swinburne University. We support the Centre of Student Leadership, provide leadership and volunteer awards and provide support to the Financial Inclusion Program for students in financial difficulty. We congratulate Swinburne on this wonderful achievement.

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Camberwell Multiple Births Association

Kathy Koulouris, Manager of the Ashburton Community Bank® branch presented Camberwell Area Multiple Births Association (CAMBA) President Debbie Baydan with a cheque for $1,000 to support the group.
The room was full of twins and triplets with there parents and there were smiles all around.

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Brian Nankervis hosts Music Festival kick off

The Surrey Hills Music Festival kicked off in style at the Emulation Hall in Canterbury last week. Brian Nankervis hosted festival favourites The Band who knew too much and Andy Layfield and the Sound.
The Surrey Hills Community Bank® branch is once again a Major Sponsor of the Music Festival which will be held in Surrey Hills from 17-19 November.  The Community Bank® has provided more than $34,000 in Sponsorship of the Festival over the years. We look forward to a fabulous 2017 event.

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