The role of the Board of Directors and nominating for a position

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Nominating for a Board of Directors position

The role of the Directors and the Board

The following overview will give you information about the role of the Board at Teachers Mutual Bank Limited as well as the nomination process and the wider legislative and regulatory framework.

Each individual director is expected to exercise their judgement independently in the best interests of the company, and to support decisions made collectively by the Board. Ideally these group decisions are made by consensus.

Usually the role of the Board includes, but is not limited to:

  • providing leadership and setting the culture for and strategic objectives of the company
  • appointing the Chief Executive Officer (and when necessary replacing the CEO)
  • approving the appointment (and when necessary replacement) of other senior executives
  • overseeing management’s implementation of the company’s strategic objectives and its performance generally
  • approving operating budgets and major capital expenditure
  • overseeing the integrity of the company’s accounting and corporate reporting systems, including its risk management framework and audit
  • ensuring the company has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate
  • approving the company’s remuneration framework and
  • monitoring the effectiveness of the company’s governance and compliance practices.

The legal duties of Directors

Directorship is a serious and onerous responsibility. Directors govern the company on behalf of members. They are required to comply with the general law as well as the requirements of the Corporations Act 2001 (Cth).

Amongst other things, directors of a company must:

  • Act in good faith in the best interests of the company
  • Act with the requisite degree of care and diligence
  • Manage conflicts of interest in accordance with the law
  • Not use their position improperly or misuse information to gain an advantage or cause detriment to the company
  • Not permit the company to trade whilst it is insolvent

The legislative and regulatory framework

Directors need to be knowledgeable about the legislative and regulatory framework in which the company operates. They must also be financially literate, which could be defined as the ability to read and interpret financial statements.

The structure and composition of the Board

The structure and composition of our Board is outlined in the the company's constitution. Currently, the Board is comprised of six elected directors and three directors appointed by the Board. Two of the elected Director positions fall vacant each year.

Criteria for Nomination

An individual is eligible to be a Director if the person:

(a) is a Member;

(b) is not disqualified or prevented by law from being a Director;

(c) has not had a personal representative or trustee appointed to administer the person’s estate or property because of their mental incapacity;

(d) is not an employee of the company;

(e) provides the Nominations Committee with information and consents to the Nominations Committee determining if the person is of appropriate fitness and propriety to be and act as a Director by reference to the Fit and Proper Policy or whether they are disqualified or prevented by law from being a Director;

(f) is of appropriate fitness and propriety to be and act as a Director, by reference to the Fit and Proper Policy.

You cannot be a Director of the company if you are a disqualified person under section 20 of the Banking Act 1959.

The electoral cycle and timeframes

Subject to the company’s Constitution:

  1. If there are more than two candidates, the two vacant elected director positions are filled by a ballot, which is sent out to all Members. This process is managed by an independent Returning Officer. 
  2. The first step in the process is the annual call for nominations. This normally takes place on a specific date in August as determined by the Returning Officer. The call for nominations and other relevant information about the election is provided to each member by the Returning Officer.
  3. The period of office for each elected director is three years. This commences at the end of the Annual General Meeting (AGM) at which the election is announced and ends at the close of the third subsequent AGM. 

Nominating for a Board position

It is strongly suggested that potential nominees undertake reading and research on the roles, responsibilities and liabilities of a director before determining if they will nominate.

In order to be nominated a Member must:

a. be eligible as per the criteria above;

b. be nominated by two (2) Members; 

c. consent to the nomination and to an assessment under the Fit and Proper Policy in the terms required by the company; and 

d. give the Returning Officer a notice of nomination and a declaration complying with the Constitution before nominations close. 

A candidate may submit for circulation to Members a statement not exceeding 120 words and a minimum passport size photo taken not more than 12 months prior to the date of closure of nominations.

Once nominations have been called, candidates are required to:

  1. Obtain a Nominations Pack from the company through the contact details included with the call for nominations information.
  2. Thoroughly read the nominations pack and material on this website. 
  3. Complete the necessary forms and declarations. 
  4. Prepare an up-to-date CV of no more than three pages. 
  5. Submit all required materials to the Returning Officer in ample time before the close of nominations. 
  6. Attend an interview with the Board Nominations Committee. 

Nominations Pack

The nominations pack is available from the company once nominations have been called. It is a collection of essential background information, forms and declarations to be completed in order to nominate for a Director's position.

The role of the Board Nominations Committee

One of the stages in applying for a position on the Board involves placing your nomination before the Board Nominations Committee. The committee is appointed by the Board to carry out the duties as set out in the Board Nominations Committee charter.

The committee will provide the Returning Officer with a report setting out:

  • The name of each candidate who failed to attend the interview with the committee.
  • The name of each candidate who is deemed fit and proper to be a candidate for the position of elected director, by reference to the Fit And Proper Policy of the company. 

Further resources

Candidates are encouraged to consult other relevant resources to assist them in meeting the requirements for fitness and propriety expected of a candidate for the position of elected director.

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