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QPCU LIMITED T/A QBANK2017 AGMNotice ofMeeting
NOTICE OF ANNUAL GENERAL MEETINGThursday 23rd November 2017QPCU Limited T/A QBANK ABN 79 087 651 036Notice is given that the Annual General Meeting (‘AGM’) of the members of QPCU Limited T/A QBANK (‘the Company’)will be held at 10:30am on Thursday 23rd November 2017 at Hotel Jen, 159 Roma Street Brisbane 4000.ORDINARY BUSINESSItem 1 - Confirmation of 2016 AGM minutesItem 2 - Directors’ Report and Financial StatementsTo receive and consider the Directors’ Report and audited financial statements for the financial year ending 30 June 2017.Item 3 – Re-Election of Ms Jillian SteinkampTo consider, and if thought fit to pass, the following resolution:That Ms Jillian Steinkamp, being eligible for re-election, be elected as a director of the Company for a further termcommencing at the conclusion of the 2017 AGM.Item 4 – Re-Election of Mr Daniel KeatingTo consider, and if thought fit to pass, the following resolution:That Mr Daniel Keating, being eligible for re-election, be elected as a director of the Company for a further termcommencing at the conclusion of the 2017 AGM.Item 5 – Re-Election of Mr Andrew HendersonTo consider, and if thought fit to pass, the following resolution:That Mr Andrew Henderson, being eligible for re-election, be elected as a director of the Company for a furtherterm commencing at the conclusion of the 2017 AGM.SPECIAL BUSINESS – AMENDMENTS TO QBANK’S CONSTITUTIONItem 6 – Amendment of definition of the Common BondTo consider, and if thought fit, to pass the following resolution as a special resolution:That the definition of the Common Bond as set out in Appendix 2 of QBANK’s Constitution be amended as setout in the Explanatory Statement.Item 7 – Amendment of Provisions regarding Elected DirectorsTo consider, and if thought fit, to pass the following resolution as a special resolution:That the provisions of QBANK’s Constitution relating to elected directors in Subrule 13.1 and Subrule A5-2(4)be amended as set out in the Explanatory Statement.Item 8 –Amendment of QBANK Constitution – Modernising and Miscellaneous ChangesTo consider, and if thought fit, to pass the following resolution as a special resolution:That the miscellaneous changes to QBANK’s Constitution described in the Explanatory Statement and set outin the marked up copy of the Constitution tabled at the AGM and initialled by the Chair for the purposes ofidentification be approved.2017 AGM NOTICE OF MEETING
Voting entitlementsIn accordance with the Company’s Constitution and the Corporations Act 2001, a member is not entitled to vote atthe AGM unless the member was a member as at Wednesday 25th October 2017.Appointment of proxiesAny poll required at the AGM will be conducted independently by Link Market Services (‘LMS’). LMS is a leadingshare registry and financial services provider in Australia, managing over 10 million account records and over1000 ASX listed securities. LMS has been engaged to ensure complete independence of this process from QBANKmanagement. LMS’s control framework has been assessed by KPMG and found to be appropriate for the provisionof registry services.How to appoint proxiesYou may appoint a proxy to vote on your behalf on the resolutions to be considered at the AGM. A proxy neednot be a member. A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify theproportion or number of votes each proxy is appointed to exercise.To appoint a proxy online through the Company’s website at www.qbank.com.au, click on ‘2017 AGM’. You will needto enter your QBANK Membership Number and post code (mailing address) which is provided in the cover letter tothis Notice. If you wish to appoint a proxy online through QBANK’s smartphone app, please click on ‘2017 AGM’and follow the instructions. You may appoint a proxy online until 10:30am on Tuesday 21st November 2017.If you wish to appoint a proxy by post, please complete the enclosed proxy form and mail it to the Returning Officerin the enclosed reply paid envelope or fax it to the Returning Officer on (02) 9287 0309. To be valid, proxyappointment forms must reach the Returning Officer by 10:30am on Tuesday 21st November 2017.If you have any queries in respect of the voting process or would like a proxy appointment form reissued,please contact QBANK on 13 7728.EXPLANATORY STATEMENT FOR PROPOSED BUSINESS TO BE CONDUCTEDAT THE 2017 QBANK ANNUAL GENERAL MEETINGThis Explanatory Statement has been prepared for the information of the members of QPCU Limited T/A QBANK(‘the Company’) in connection with the business proposed to be conducted at the Annual General Meeting(‘AGM’) of the members to be held on Thursday, 23rd November 2017 at 10:30am at Hotel Jen, 159 RomaStreet Brisbane 4000.Item 1 – Confirmation of 2016 AGM minutesThis item seeks to confirm the minutes of the 2016 AGM which will be provided to all persons in attendance atthe AGM.Item 2 – Directors’ Report and Financial StatementsThis item asks the meeting to receive the Financial Report, Directors’ Report and the Auditor’s Report for the yearending 30 June 2017.The Corporations Act 2001 requires that the report of the directors, the report of the auditor and the financialreports be presented to the AGM. These reports will be tabled and discussed at the AGM and directors andmanagement will be available to answer questions from members.In addition, a representative of the Company’s auditors, BDO Audit Pty Ltd, will be present to answer any questionsabout the conduct of the audit or the preparation and content of the Auditor’s Report.The Company’s Annual Report for the year ended 30 June 2017 will be available at www.qbank.com.au fromMonday 30th October 2017.2017 AGM NOTICE OF MEETING
EXPLANATORY STATEMENT FOR PROPOSED BUSINESS TO BE CONDUCTEDAT THE 2017 QBANK ANNUAL GENERAL MEETING (continued)Item 3, Item 4 and Item 5 – Re-Election of Ms Jillian Steinkamp, Mr Daniel Keating andMr Andrew HendersonFor this year’s election of directors, there are three vacancies and three eligible candidates. Ms Jillian Steinkamp,Mr Daniel Keating and Mr Andrew Henderson are currently directors of QBANK and are each standing for reelection.As there are an equal number of vacancies and eligible candidates, the provisions of Clause A5-3 of theConstitution apply. Accordingly:(a) The general meeting must vote on the appointment of each candidate as a director by a separate resolution atthe AGM; and(b) The election process otherwise set out in Appendix 5 (Election of Directors) is discontinued.Each candidate’s statement in support of their election is provided below:Ms Jillian SteinkampAPM, LLB, Grad Cert. App. Mgt., GAICDQBANK director since November 2009 and Chairman from 2012 to 2016. Currently a serving director and member ofthe Audit and Finance Committee. Retired QPS Inspector of Police, former Executive Officer and Secretary/Treasurer ofthe Commissioned Officers’ Union, former Branch Official QPU and former President of the QPS Health and RecreationAssociation. Current State Secretary, Queensland Retired Police Association. Active QBANK member since 1974. As adirector, positively contribute to ensure service excellence for our member community, relevant products and a sound future forour Bank.Mr Daniel KeatingBA, MPA, GradCertAppMan, GAICDI am a current QBANK Director (3 years) and Chair the Risk and Compliance Committee. QBANK helped me achievefinancial goals, build family homes and educate two sons. Understanding the banking environment and the financial needsof members, families and retirees, guide my strategic focus on operations and services. I gained significant governance skills,knowledge and experience as a Superintendent, executive member of the Commissioned Officer’s Union and the Instituteof Public Administration and with the Queensland Reconstruction Authority. My acknowledgement of QBANK’s history andcommitment to members focus my efforts on ensuring its future.Mr Andrew Henderson APM, BA, GAICDI have been a non-executive Director since 2014. My special responsibilities are: currently member of the Governance andRemuneration Committee. I am a retired Assistant Commissioner of the Queensland Police Service and I am currently theDeputy Chair of Crime Stoppers Qld and Director Mooloolaba Marina Ltd. My diverse policing experience supported by mytertiary qualifications have provided a solid platform and comprehensive knowledge of strategic issues that will enable me tocontinue to support the board in making decisions that will enhance the service provided to the membership of QBANK.The board of directors unanimously recommends that you vote FOR the Resolutions contained in Items 3, 4 and 5(Ms Steinkamp, Mr Keating and Mr Henderson abstaining).Item 6 – Amendment to Constitution – Definition of Common BondThe purpose of this special resolution is to obtain member approval for the proposed amendments to the definitionof the Common Bond contained in Section A2-1 of Appendix 2 of the Constitution.Background and reason for the proposed changesQBANK is committed to providing financial services to its core bond of police and emergency services.This resolution has been proposed to update and refresh the definition of the Common Bond in the Constitution.The proposed changes improve the layout and structure of the eligibility criteria, remove superseded referencesand provide additional clarity to the classes of persons eligible for membership. The board currently has the ability2017 AGM NOTICE OF MEETING
EXPLANATORY STATEMENT FOR PROPOSED BUSINESS TO BE CONDUCTEDAT THE 2017 QBANK ANNUAL GENERAL MEETING (continued)to approve individuals as members. The proposed changes give the board discretion to approve categories ofpersons to provide for flexibility in admitting new categories of members in accordance with QBANK strategicobjectives. The board has no current intentions to amend the categories of members. There will be no change toour focus on police, fire, justice and emergency services.Details of the proposed changes:It is proposed that section A2-1 of the Common Bond contained in Appendix 2 of the Constitution be amendedas set out below:Current Provision in A2-1Proposed new Provision(s) in A2-1Reason/Explanation1(b) Employees of the QueenslandPolice Union of Employees, thecompany and Police Youth Clubs.1(b) Employees of the Queensland Police Union ofEmployees.Separation of each limb of the definitioninto different categories to make theschedule easier to read and more userfriendly1(c) Any member of the AustralianFederal Police or any member orformer member of credit unionsaffiliated with the Federation ofPolice Mutuals.1(c) Employees of the company.1(d) Employees and volunteers of Police YouthClubs incorporated or registered in Australia.Clarification that both employees andvolunteers of Police Youth Clubs areeligible to be members.1(e) Any employee of any Australian state orfederal police service.Renumbered to follow on from otherchanges.1(f) Any member of a mutual bank or creditunion established to provide financialaccommodation to employees of:Clarification that employees of anyAustralian state or federal police serviceare eligible for membership(i) any Australian state or federal policeservice;(ii) any of the Australian armed services; or(iii) the Australian Customs and BorderProtection Services.1(d) Any government employeeresident in Queensland.1(g) Any federal, state or local governmentemployee resident in Queensland.Updating of provision regardingFederation of Police Mutuals (no longerin existence) to reflect principle thatmembers of other mutual banks or creditunions established for the benefit ofAustralian police services, armed servicesor Customs and Border protectionservices are eligible for membership.Renumbered to follow on from otherchanges.Clarification that employees of any tier ofgovernment are eligible for membership.1(e) Any person engaged in anoccupation principally concernedwith the administration of justiceand the protection of life andproperty.1(h) Any person engaged in an occupation oractivity principally concerned with any ofthe following:(i) the administration of justice;(ii) the protection of life;(iii) the protection of property; or(iv) the provision of paid or unpaidcommunity services related to any ofthe matters in paragraphs (i) to (iii).Renumbered to follow on from otherchanges.Clarification that either paid or unpaidwork or activities in any of the categoriesof the administration of justice, or theprotection of life, or the protection ofproperty gives eligibility for membership.These changes make it clear thatvolunteer community service groups suchas Rural Fire fighters, SES and Surf LifeSavings Associations are eligible formembership.2017 AGM NOTICE OF MEETING
EXPLANATORY STATEMENT FOR PROPOSED BUSINESS TO BE CONDUCTEDAT THE 2017 QBANK ANNUAL GENERAL MEETING (continued)Current Provision in A2-1Proposed new Provision(s) in A2-1Reason/Explanation1(f) Employees of Queensland taxicompanies and their subsidiaries,or the Taxi Council of QueenslandIncDeletedIt is proposed that this category ofeligibility be deleted as no longer part ofQBANK’s core bond of Police and otherEmergency Services. Current memberswithin this category will be entitled toretain their membership and will not beaffected by this change.1(g) A person holding a Queenslandtaxi hire driver’s licence orQueensland taxi licence to hireDeletedIt is proposed that this category ofeligibility be deleted as no longer part ofQBANK’s core bond of Police and otherEmergency Services. Current memberswithin this category will be entitled toretain their membership and will not beaffected by this change.1(h) Any person formerly fallingwithin items (a) to (g) above1(i) Any person formerly falling withinitems (a) to (h) aboveRenumbered to follow on from otherchanges and cross reference updated.2 Family2 Family(i) Any relative of any memberreferred to in Clauses (a) to (g),or any relative of a deceasedmember(j) Any relative of any member referred to inClauses (a) to (i), or any relative of adeceased member, where a relative is aspouse, parent, child or siblingRenumbered to follow on from otherchanges and cross reference updated.3 Approved Person3 Approved Person(j) The person is approved bythe board(k) The person or category of person isapproved by the board4 Continuing Membership4 Continuing Membership(k) The person who is a memberbut who otherwise has ceasedto be eligible for membershipin accordance with the abovecategories of membership(l) The person who is a member but whootherwise has ceased to be eligible formembership in accordance with the abovecategories of membershipAddition of definition of relative.Renumbered to follow on from otherchanges.Addition of power for board to approvea category of person, as well as anindividual person to provide for flexibilityin admitting new categories of membersin accordance with QBANK strategicobjectives.Renumbered to follow on from otherchanges.NotesTo be passed, this special resolution requires the approval of at least 75% of the votes cast by members entitledto vote on the resolution at the meeting.Board RecommendationThe board approves the proposed changes and unanimously recommends that you vote FOR the special resolution.2017 AGM NOTICE OF MEETING
EXPLANATORY STATEMENT FOR PROPOSED BUSINESS TO BE CONDUCTEDAT THE 2017 QBANK ANNUAL GENERAL MEETING (continued)Item 7 – Amendment to Constitution – Provisions relating to Elected DirectorsThe purpose of this special resolution is to obtain member approval for the proposed amendments to certainprovisions of the Constitution relating to elected directors.Background and reason for the proposed changesThe QBANK board is currently comprised of seven member elected directors and up to two board appointeddirectors.The board considers that given the size and complexity of QBANK, and the need to ensure long term sustainabilityfor QBANK through controlling operating costs while supporting growth, it is desirable to reduce the overallmaximum number of directors to seven. The board believes the optimum composition of the board is five memberelected directors and up to two board appointed directors. In reaching this decision, the board has had regardto the size of boards of other mutual banks similar to QBANK, the need to balance the skills of the board and theprudential requirements of the Australian Prudential Regulation Authority.Achieving this outcome involves gradually reducing the number of elected directors from seven to five. It isimportant to note that even after this change is fully implemented, the number of elected directors will still comprisea substantial majority of the board.Under Rule 13.1 of QBANK’s constitution, the board has the power to determine the number of directors.However, despite this Rule, sections 201N to s201U of the Corporations Act 2001 (which came into effect on1 July 2011) restrict the board’s ability to reduce the number of directors (a “board limit resolution”) withoutmember approval. Accordingly, the board has determined to seek member approval to reduce the numberof elected directors over time from seven to five, as and when any of the directors who are elected directorsimmediately after the end of the 2017 AGM, retire. The board believes the proposed resolution is in the bestinterests of the Company for the reasons outlined above.Details of the proposed changeIt is proposed that:(a) Rule 13.1(1) of the Constitution is deleted and replaced as follows:(1) The number of elected directors is:(a) Seven, from the end of the 2017 AGM;(b) Six, from the end of the first AGM after which any one, but no more than one, of the 2017 Directoris no longer an elected director; and(c) Five, from the date upon the first AGM after which any two of the 2017 Directors are no longerelected directors.In this Rule ‘2017 Director’ means any person who is an elected director immediately after the end of the 2017AGM.and(b) Subrule A5-2(4) be deleted and replaced as follows:(4) A retiring director is eligible for re-election and will be renominated provided:(a) he or she has notified the secretary in writing prior to the date that nominations open pursuant toSubrule A5-2(1) that he or she intends to seek re-election; and(b) the director is eligible for election under Rule 13.2 and by law. If the director does not provide the required notice to the secretary by the due date they will not beeligible for re-election at that year’s AGM.2017 AGM NOTICE OF MEETING
EXPLANATORY STATEMENT FOR PROPOSED BUSINESS TO BE CONDUCTEDAT THE 2017 QBANK ANNUAL GENERAL MEETING (continued)NotesTo be passed, this special resolution requires the approval of at least 75% of the votes cast by members entitledto vote on the resolution at the meeting.Board RecommendationThe board approves the proposed changes and unanimously recommends that you vote FOR the special resolution.Item 8 – Amendment to Constitution – Modernising and Miscellaneous ChangesThe purpose of this special resolution is to obtain member approval for a number of proposed modernising andmiscellaneous amendments to certain provisions of the Constitution.Background and reason for the proposed changesSet out below is a summary of the proposed changes. A marked up copy of the Constitution incorporating theproposed changes outlined in Items 6- 8 of this Explanatory Memorandum is available on QBANK’s website atwww.qbank.com.au via the ‘2017 AGM’ link and will also be available in hard copy at the AGM. The Chair willtable the marked up copy of the Constitution incorporating the proposed changes at the AGM.These changes are proposed to update and modernise QBANK’s constitution, taking into account factors suchas developments in what are regarded as good governance practices, changes made by other mutual financialinstitutions, changes in the financial services industry and developments in the use of technology. T
QPCU Limited T/A QBANK ABN 79 087 651 036 Notice is given that the Annual General Meeting (‘AGM’) of the members of QPCU Limited T/A QBANK (‘the Company’) will be held at 10:30am on Thursday 23rd November 2017 at Hotel Jen, 159 Roma Street Brisbane 4000. OR
