Notice of 2018 Annual General Meeting

- 2018 Annual General Meeting 14th August 2018 -

1. TIME AND PLACE

NOTICE: is hereby given that the Annual General Meeting (AGM) of Members of Risk Management Association Australia Incorporated (RMA) will be held at at Westpac, Barangaroo Offices, Tower 2, International Towers Sydney, 200 Barangaroo Avenue, Barangaroo Sydney on 14 August 2018 at 3.00pm (Australian Eastern Standard Time). 

Members may also attend the teleconference link available at the following offices:

  1. ANZ, 100 Queen Street, Melbourne
  2. Suncorp, Level 28 at Brisbane Square, 266 George Street, Brisbane

The Explanatory Memorandum which accompanies and forms part of this Notice of Meeting describes the various matters to be considered in passing Resolution One.


2. APPOINTMENT OF OFFICERS AND ORDINARY COMMITTEE MEMBERS

It is noted that following nominations for the Officer positions and Ordinary Committee Member positions have been received by the Secretary by the return date for nominations of 5 July 2018:

President: Chris Williams - Chief Risk Officer, Business & Private Bank​, Commonwealth Bank of Australia

Vice President: Rick Crethar, Partner, Consulting Leader, PwC

Treasurer:  Megan Readdy, Chief Risk Officer, Credit Union Australia

Secretary: Kylie Rixon, Chief Risk Officer, Digital & Wealth, ANZ

General Committee Members (including as alternate):

Catherine Thrum ​ - Head of Commercial Credit, Credit Risk, Westpac

Kerrie Noonan, General Manager, Credit Analytics and Portfolio Management, National Australia Bank

Bosco Mendez, Head of Commerical Credit Risk, Bendigo & Adelaide Bank

Megan Holt, Executive Director Financial Services, Ernst & Young

Gary Dingley, Partner Advisory, Managed Risk Services, KPMG

As the number of nominations is equal to the number of vacancies to be filled, in accordance with Rule 23(4) of the Rules, the persons nominated shall be deemed to be elected and their appointment will be confirmed at the annual general meeting.

 


3. AGENDA

3.1   Previous 2017 Annual General Meeting minutes

Confirm minutes of previous annual general meeting

3.2   Financial Reports and Statements

To receive and consider the Financial Report of RMA and Reports of the Committee and of the Auditor for the financial year ended 30 March 2018.

3.3  Confirmation of appointment of Office and ordinary members of the committee

Confirm appointment of officers of the Association and the ordinary members of the committee by way of a deemed election in accordance with Rule 23(4) of the Rules.

3.4 Resolution One – Variation of the existing Rules

To consider and, if thought fit, to pass the following as a special resolution of Members:

That in accordance with clause 3 of the Rules, and for all other purposes, the Rules of RMA be amended in the manner shown in mark up in the Rules here.

 


4. EXPLANATORY STATEMENT - PROPOSED AMENDMENTS TO RULES 

This explanatory memorandum has been prepared for the information of the voting members of RMA to explain the proposed amendments to the Rules and to provide information which the Committee believes to be material to members in deciding to approve the updates.

Overall, the Rules have served RMA well for the past 12 years in which they have been in place.  The Committee has determined that a number of updates to the Rules are required to account for the major shift in the RMA membership base which has occurred over the past few years, as well as to account for changes to the Associations Incorporations Reform Act 2012 (Cth) (Associations Act) under which RMA is established and regulated.

During this time, RMA's Institutional Membership base has doubled from 20 members to more than 40, and numbers of Individual Members have increased in the order of 50% during the last five years.

The substantial increase in membership, whilst a positive for RMA, has substantially added to the burden of hosting RMA events and forums which is predominantly carried by the four major banks and four major professional services firms which are members of RMA.  In acknowledgement of the significant contribution made by the major banks and professional services firms to the successful operation of RMA, it is considered that these Institutional Members should be permanently represented on the RMA Committee. Having regard also to RMA’s increased number of mid-size and smaller financial Institutional Members, it is considered important that these institutions have a greater opportunity to nominate a representative to sit on the RMA Committee.

To assist voting members in their review of the proposed amendments to the Rules, the most significant reforms are outlined below:

  • From the 2019 Annual General Meeting onwards, the RMA Committee will be comprised of:
    • an appointee from each of the major banks and major professional services firms;
    • between 2 and 4 nominees of Institutional Members (excluding the major banks and major professional services firms) elected at the AGM; and
    • up to 2 persons appointed by the RMA Committee.
  • The office of President will be held by a Committee Member from one of the Major Banks;
  • The office of Vice President will be held by a Committee Member from one of the Major Professional Services Firms.
  • The Treasurer and the Secretary will be appointed from amongst the other Committee Members holding office.

 

The other significant changes include:

  • The improvement and expansion of the expression of RMA's purposes in light of the changes to its objectives in recent times (clause 1B);
  • Clarification of the four categories of membership of RMA and the rights of members, including the removal of voting rights at general meetings for Associate Members (clause 4); 
  • The establishment of a Nominations Committee to review and consider nominations for the elected Committee positions, which will be comprised of a representative of each of the Major Banks and Professional Services Firms (clause 40);

 

A number of other minor amendments have also been introduced to align the Rules with the Associations Act and modern practice:

  • Confirmation that members which are not individuals must appoint a representative to receive correspondence and represent the member at meetings (clause 8);
  • Clarification as to the circumstances when an officer of the Association or a committee member will cease to hold office (clauses 26 and 31);
  • Recognition of the ability to employ the use of technology to enable participation at both Committee and Members' Meetings (clauses 17 and 33);
  • Clarification as to the manner in which any surplus assets will be dealt with upon the winding up of the Association (clause 44);
  • Updating of Rules to reflect the Model Rules in respect of member access to and inspection of RMA's records (clause 45);
  • Clarification as to the use of technology at meetings of the Committee and the members (clause 17 and 34);
  • General improvement of grammar and referencing throughout the Rules.

 


IN PERSON

You may attend the Annual General Meeting in person at the date, time and place specified in the Notice of Meeting above.

Please register your attendance via email to secretariat@rmaaustralia.org by COB Thursday 2nd August 2018.

 

BY PROXY

If you would like to appoint a proxy to attend the meeting on your behalf, this can be done by completing the proxy form here and return via email to secretariat@rmaaustralia.org by COB Thursday 2nd August 2018.

 

Please note:

  • The proxy must be a current 2018/2019 RMA Member
  • Only current RMA members are entitled to attend the AGM, please ensure you register your attendance for security purposes.

Please register your AGM attendance via email to secretariat@rmaaustralia.org by COB Thursday 2nd August 2018.

2018 Annual General Meeting papers:

  1. 2018 AGM Agenda
  2. 2018 President's report
  3. 2018 Treasurer's report

The Audited 2018 Financial Report will be available on request.

 The previous AGM was held in Sydney on 9 August 2017.