General information for prospective Directors
GENERAL INFORMATION WHICH MIGHT BE OF ASSISTANCE TO PROSPECTIVE CANDIDATES IN THE BALLOT FOR ELECTION OF DIRECTORS
SERVICE ONE is owned by our customers (known to us as Members). You may have considered playing a more integral role in the governance of SERVICE ONE via the Member election process to serve on the SERVICE ONE Board. Member candidature towards becoming a Director is a very big step and you will need to consider how to best equip yourself for the task. The overview below will assist.
The role of a Board
Generally, the Board is responsible for setting the strategic direction, establishing effective governance, evaluating performance and assuring financial sustainability for the business. Directors govern SERVICE ONE on behalf of the Members. All Directors must comply with basic legal requirements under the Corporations Act 2001 (see below) which specifies four main duties for Directors with a number of other areas of key responsibility that include a duty to act in good faith and with honesty, act with care and diligence, avoid conflicts of interest, not to abuse a corporate opportunity or misuse information, and not to trade while insolvent. Refer to SERVICE ONE's Governance Policy (Section 2.3 Responsibilities of Directors) for more detail.
At the broadest possible level the Board has two fundamental responsibilities: to ensure compliance and improve performance. On a day-to-day basis, a Board spends most of its time guiding the organisation in the areas of:
strategy formulation and implementation monitoring
control and monitoring of organisational performance, particularly finance
leadership and culture
networking/building key relationships
communication with stakeholders
effective governance, and
The legislative and regulatory framework
The provision of financial services and products is regulated in Australia by Chapter 7 of the Corporations Act 2001 (Cth) (Corporations Act). The regulatory framework creates a uniform licensing (Australian Financial Services (AFS) licensing) and disclosure regime for financial services and products. The main regulatory agency covering SERVICE ONE’s operations is the Australian Securities and Investments Commission (ASIC). ASIC is Australia's corporate, markets and financial services regulator and supervises consumer protection in the financial services sector. ASIC is also responsible for registering companies, issuing Australian financial services licenses and monitoring fund raising. SERVICE ONE is an Authorised Representative and Credit Representative of Bendigo and Adelaide Bank and is subject to regulatory oversight by ASIC.
Other regulatory agencies include:
Australian Competition and Consumer Commission (ACCC): The ACCC administers commonwealth competition, fair trading and consumer protection laws. The commission also controls mergers.
Australian Taxation Office (ATO): The ATO is the government's principal revenue collection agency.
Australian Transaction Reports and Analysis Centre (AUSTRAC): AUSTRAC is Australia's anti-money laundering and counter-terrorism financing regulator and specialist financial intelligence unit.
The Office of the Privacy Commissioner (OPC): The OPC administers the Privacy Act (Cth) and related legislation to protect personal information (including credit information).
Structure and composition of the SERVICE ONE Board
The structure and composition of the SERVICE ONE Board is outlined in the Constitution. The Board currently consists of seven (7) Directors, as approved by Members at the 2015 Annual General Meeting (AGM). Between five (5) and nine (9) Directors may be elected by the Members and the Board may itself appoint a Director. Directors must be Members of SERVICE ONE and elected Directors (subject to the Constitution’s rotation provisions) serve a three-year term of office.
The electoral cycle and timeframes
General vacancies for elected Director positions each year are filled by a postal ballot of all Members which is managed by an independent Returning Officer. The first step in this process each year is the call for nominations. This normally takes place on a specific date as determined by the Returning Officer. The call for nominations and other relevant information about the election is provided in accordance with SERVICE ONE’s Constitution. This information is also made available on the SERVICE ONE website.
The period of office of each elected Director is three (3) years which starts at the end of the AGM at which the Director’s election is announced, and ends at the end of the third AGM after the AGM at which the Director’s election is announced. The AGM is held towards the end of each calendar year.
The role of the SERVICE ONE Nominations Committee
One of the stages in seeking a position on the Board of Directors for SERVICE ONE is to place your nomination before the Board Nominations Committee. The committee is appointed by the Board of Directors to carry out the following responsibilities:
assess the fitness and propriety of potential candidates for the office of Director
provide the Board with its determinations on the fitness and propriety of potential candidates, and
provide advice and support to the Board to ensure that the Board is comprised of persons who have the necessary range of skills, expertise and experience to enable it to discharge its responsibilities effectively.
Nominees will be expected to present themselves to the Nominations Committee shortly after nominations have closed for an interview and to have forwarded to the committee, under separate cover, a curriculum vitae.
In addition to the nomination form it is a requirement that all nominees will provide a curriculum vitae (CV) to the committee outlining personal details, qualifications and experience that they feel qualifies them for a position as a Director. Nominees should keep in mind the role of the Nominations Committee and the roles and responsibilities of Directors for a mutual company operating, in the main, within the financial services sector in structuring their CV. The CV needs to be no longer than three typed pages in length and arrive directly to the committee no later than the time and date on which nominations nominations close. The CV can be delivered directly to the Deakin office of SERVICE ONE Mutual Limited or sent directly, arriving no later than the closing date and time to:
Board Nominations Committee
SERVICE ONE Mutual Limited
75 Denison Street
DEAKIN ACT 2600
Directors of a public company carry serious legal and regulatory responsibilities and liabilities and the minimum requirement is to pass the Fitness and Propriety evaluation by the Nominations Committee. This is not a role where you can 'learn on the job' as you are accountable as a Director from day one. In general terms, the Nominations Committee is keen to understand the nominee’s reasons for applying for a Board position and to determine whether the person is aware of the commitment they are making. You should also be able to establish your knowledge, skills and qualifications that you could bring to the Board.
Topics covered in the interview will include but not restricted to, the nominee's knowledge and understanding of the structure and history of SERVICE ONE and the economic, regulatory and legislative framework in which it operates. Additionally, all Directors are expected to have an understanding of risk management, accounting and finance. Finally, potential nominees need to be well aware of the role of the Board and the duties and responsibilities of being a Director.
There are other resources, some of which are listed below, that may assist in a nominee’s consideration in nominating and or in preparation for the interview.
The Board holds approximately 8 scheduled evening meetings throughout the year commencing at 5.30pm and last for approximately three (3) to four (4) hours.
In addition to regular, scheduled Board meetings, the Board meets a number of times on an irregular basis and at least once annually meets over a weekend for strategic planning purposes.
The Board has a number of standing sub committees – these being the:
Audit, Risk and Finance Committee
Corporate Governance Committee, and
Strategic Investment Committee.
Directors are expected to serve on at least one of these committees.
The Board also establishes other committees to deal with particular issues, which arise from time-to-time, for instance a Constitutional Review Committee.
Committee meetings are generally held in the early evening and last for approximately one (1) to two (2) hours.
In the previous year Directors, apart from the Chair, were paid remuneration of approximately $27,346 each.
Insurance premiums have been paid to insure each of the Directors against any costs and expenses incurred by them in defending any legal proceeding arising out of their conduct, while acting in their capacity as an officer of SERVICE ONE.
Director education and training
Directors are encouraged to attend relevant conferences and training. Such conferences and training usually take place outside of Canberra and can span weekends and/or weekdays. However, the Corporate Governance Committee also arranges in-house training sessions as appropriate.
To help ensure that Directors have the necessary skills to act as a Director, the Board has a Policy which expects all Directors without significant previous Board experience to undertake the Australian Institute of Company Directors Company Directors Course.
SERVICE ONE bears the cost of such events as set out in the Directors’ Training Policy.
The Australian Institute of Company Directors. It is highly recommended to join the Australian Institute of Company Directors to demonstrate a professional interest and commitment to the profession. Ideally, you could undertake formal study by completing the Company Directors’ Course, or the Foundations of Directorship, to not only become a qualified Director, but one who will become aware of the challenges and obligations of overseeing a financial services provider from the Board room. Find out more at companydirectors.com.au.
If prospective Directors require any further information please contact Matthew Smith on 6215 7142.