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 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.

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.

Director share trading policy
Directors 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 includes the updated requirements of the Australian Privacy Principles. It considers the privacy of shareholders, community groups and other stakeholders.

Company structure
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 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.
  • The Board approves the CEO’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 Chairman’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.

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 as possible in a short time 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 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 director’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.

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?
RSD Accountants manage and maintain the shareholders register on the Company’s behalf:

RSD Accountants

Level 2, 10-16 Forest Street

Bendigo VIC 3550

Email: ShareR@rsdadvisors.com.au

Ph: 03 5445 4200

Web: http://www.rsdadvisors.com.au/Services/ShareRegistry/

 

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. There is currently a share Buy-back scheme in place. See information below.

 

NSX Announcements

Share buy back

Latest Community Projects

Ashburton Village Festival- a celebration of community

The Ashburton Community Bank® 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 Bank® stage. The Festival provided a great opportunity for the community to enjoy the vibrant Ashburton Village and wander down the normally busy
High st.

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Supporting children to reach their full potential

We are very proud to support Learning for Life Autism Centre in Balwyn. The centre aims to assist children with autism to reach their full potential regardless of their financial circumstances. Adam Osmani and Dot Tamburrini from the Balwyn Community Bank® branch recently presented Mary Muirhead from Learning for Life with a $5,500 cheque to support their annual fundraising ball.

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A big welcome to Roberts McCubbin Primary School

The Surrey Hills Community Bank® branch is pleased to have established a relationship with Roberts McCubbin Primary School in Box Hill South. Branch Manager, Maggie Stamoulis recently presented school Principal Marg Pickburn and Fair coordinator Britta with a cheque for the school’s upcoming Family Fun Fair. The Surrey Hills Community Bank® Branch is looking forward to the Fair and to building a great working relationship with the school.

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Music Festival in Surrey Hills

The Surrey Hills Community Bank® branch is a proud major sponsor of the Surrey Hills Music Festival. Held in November, the main event day was blessed with glorious sunshine and a large crowd enjoyed a huge variety of music and great food offered by local Union Rd traders. We have a strong relationship with the Festival organising committee and have provided support of more than $27,000 to this event over
recent years.

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New equipment for Cricket Club

Sunday 29th January was a special day at the Bulleen Cricket Club. Life Members were invited to present the Most Valuable Player awards to current players and Surrey Hills Community Bank® branch Manager, Maggie Stamoulis presented President, Neil Henry with a sponsorship cheque for $4,000. The Community Bank® has a strong relationship with the club and its members. Sponsorship funds will be used to purchase new equipment and subsidise fees for junior players.

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On the road with Camcare

Chairman Juliann Byron and Senior Manager Nick Coker representing the Ashburton Community Bank® branch joined staff and volunteers at Camcare at their recent Christmas gathering. Camcare play a crucial role in our community supporting people through times of adversity including unemployment, ill health, financial stress and hardship, relationship difficulties, homelessness and security issues. We are pleased to have been able to provide funds to allow Camcare to purchase a motor vehicle for use by staff and volunteers.

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Cricket club supporting breast cancer awareness

Maggie Stamoulis, Manager of the Surrey Hills Community Bank® branch was a guest of Mont Albert Cricket Club at their recent Ladies Luncheon. Funds were raised for the McGrath Foundation for their important work in Breast Cancer awareness and research. The event was well attended and full of energy and support for a great cause. Maggie also presented a cheque to the Club President Peter Knox for $1,000 in recognition of a club member banking with the Surrey Hills Community Bank®.

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Team effort supporting local events

The team of Managers (from left Adam Osmani-Balwyn, Kathy Koulouris- Ashburton, Maggie Stamoulis- Surrey Hills, Casey Etherton-Canterbury and Business Development Manager Nick Azar) from our four Community Bank® branches were all on hand in preparation for the Kris Kindl event in Canterbury. The team works closely together to support community events in all local areas. They have a shared commitment to continuing the great work that has been achieved to date to grow banking business and deliver contributions back to the Community.

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Kindergarten benefits from community banking

Kathy Koulouris, Manager from the Ashburton Community Bank® branch recently attended the Rowen St Kindergarten to present a cheque to the Committee President. We provided support for the Annual Rowen Street fun day held in October and an incentive payment for a kindergarten family who has recently taken out a home loan with the Ashburton Community Bank® Branch.

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Celebrating $3 million in Community Contributions

The Annual General Meeting of Canterbury Surrey Hills Community Finance was recently held at the Evergreen Centre in Balwyn. Shareholders and representatives from our community groups, joined Directors and staff from the Canterbury, Ashburton, Balwyn and Surrey Hills Community Bank® branches to celebrate the $3 million milestone. The four Community Bank® branches have provided more than $3 million back to the local community in sponsorship, grants and incentives through the Community Investment Program.

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