The Board and management of the Company are committed to ensuring that the Company is not only well managed, but also operates with the standard of ethics expected of a community focussed organisation. As such, the Board and management are committed to both the principles of good corporate governance and its practical implementation. Corporate governance encompasses the policies, rules, relationships, systems and processes within and by which authority is exercised and control led within corporations.
The Board is ultimately responsible for governance of the Company and ensuring that Directors, management and staff comply with the Company’s ethical and operational standards
The responsibilities of the Board include:
- Preparing the Company’s strategy and objectives;
- Supporting the interests of the local community;
- Promoting and developing the Company’s business interests;
- Reviewing and approving the budgets and business plans prepared by management and Bendigo and Adelaide Bank;
- Reviewing the performance of the Company against objectives, both financial and non-financial;
- Liaising with Bendigo and Adelaide Bank Limited;
- Ensuring that grants and sponsorships are appropriately managed;
- Ensuring the effectiveness of the governance of the Company;
- Ensuring the adequacy of the internal controls, procedures and policies of the Company; and
- Reporting to shareholders and other stakeholders.
Directors are required to attend all Board meetings unless prevented by other circumstances. The Board meets monthly, together with management, to review the performance of the business, assess its involvement in and support for community activities, review the activities of the Board Committees, monitor compliance with applicable legislation and other obligations, and discuss any other relevant matters. Additional meetings are convened as required to address specific matters. The Board also conducts regular planning sessions to review the Company’s strategy and objectives and put in place action plans to achieve these objectives.
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.
The Board has identified and documented the roles and obligations of its Directors and Officers in a Board Governance Framework. The Board Governance 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 and Officers generally and also sets out the expectations that are placed on them in terms of the time dedicated to the Company’s affairs.
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.
The Company’s regulatory and compliance requirements have been defined and listed in an annual regulatory and compliance calendar, which is regularly reviewed by the Audit and Governance Committee. The individual items due for completion are reported by the Company Secretary to the Board each month. The Company Secretary manages all NSX and ASIC reporting requirements, and monitors compliance with the Franchise Agreement and Company’s Constitution.
All staff including Directors and Officers are not permitted to trade in the Company’s shares except during two periods following the disclosure of the Company’s accounts, and provided that they are not in possession of “Inside Information”.
The Company does not have an extensive executive structure because of its scale and the desire of the Board to be directly connected to the local community. The executive consists of the Chief Executive Officer (CEO), Senior Manager, Company Treasurer and Company Secretary.
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.
The Board Governance Framework identifies how the Board’s performance is reviewed. The broad policy requires:
- the Performance and Remuneration Committee to prepare a review of the Board as a whole annually. This may be an externally facilitated review if the Board considers this necessary;
- the committees to review their perfomance annually and prepare a report for the Boards consideration and the Chair of the Audit and Governance Committees to review the performance annually;
- the Chair to meet with each Director annually to review each Director’s personal performance;
- the Deputy Chair to meet with the Chair annually to review their performance.
The CEO has a documented performance plan that is approved by the Board annually for the following financial year and this is monitored by the Chair.
The Chair’s role is defined in the Board Governance Framework and is responsible for a range of roles that deal with leadership of the Board and the Company generally. The principal role is to facilitate effective discussion and decision making at Board meetings of material relevant to the conduct of the Company. The Chair must be and is an independent, Non-executive Director.
The Treasurer is responsible for ensuring accurate, legally compliant company accounts are maintained.
The Company Secretary is responsible for providing high level expertise and advice on the governance structures and procedures adopted by the Company.
The CEO provides leadership to programs that broadly include implementation of business and people and culture strategies, business growth, asset management, communications and community relations. The CEO is responsible for the banking operations and provides the Board with a direct link to Bendigo and Adelaide Bank Limited and its systems and procedures.
The Board has prepared a Skills Matrix to identify the various skills and experience of its current Directors and to assist it to identify the skills that need to be recruited to the Board in the future. The Board has a standing Nominations Working Group that meets from time to time when considering the appointment of a new Director. All new Directors must satisfy a comprehensive due diligence process that meets the requirements of the Company’s and Bendigo and Adelaide Bank Limited’s risk management systems including police and background checks.
The Board, when considering an appropriate candidate takes into account diversity, functional competencies and leadership skills.
Directors are elected by shareholders for a maximum of three years with retirements on a rotating basis. The Chair, as part of their annual discussion with Directors, will canvas each Director’s view of their future plans to remain on the Board. The Board considers succession planning for the Board, CEO and Senior Manager at least annually.
An induction procedure is in place to ensure all new Directors are able to learn as much about the Company as possible in a short time frame and contribute to the Board’s functions as soon as possible.
The Company aims to provide timely and relevant information to shareholders throughout the year via its website.
The Company also releases a number of communications including dividend payment advices and notice of annual general meeting in both electronic and written form, which are sent directly to shareholders. It also writes directly to shareholders when the Board considers information is sufficiently important.
The Company applies a rigorous process regarding its continuous disclosure obligations in order to comply with the requirements of the Corporations Act. These disclosures are published on the NSX website at https://www.nsx.com.au/summary/IEC
The Company has developed its own formal Risk Management System (RMS) and tools to identify and record the various risks to the Company and its business. The RMS is based on the international standard ISO 31000-2018 Risk Management 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.
The Company maintains a Conflicts of Interest Register to record each Director’s ongoing material personal interests. The register is managed by the Company Secretary and is tabled at each Board meeting. Every Board and Committee meeting also has a scheduled item calling for Directors to declare any actual or potential conflicts of interest ahead of the scheduled agenda items.
The Conflicts of Interest Register is supported by a written policy on how actual and potential conflicts of interest must be managed. Conflicted Directors are required to be abstain from discussion(s) on the conflicted issue. The policy also defines how a decision to obtain products or services from a Director must be taken, including ensuring the transactions 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).