From Left to Right: John Baistow, Helen Clarke (Deputy Chair), Ron Dixon, Peter Crocker (Chair), Peter Ford, Geoff Russell, Damien Walsh (Managing Director) and Peter Taylor.

Term

bankmecu is governed by a Board of Directors who are elected by customers annually on a rotational basis for a three-year term.

Role

A Constitution, Board Charter, Governance and Fit and Proper policies govern Board conduct for Directors.

The Board’s role includes establishing corporate objectives, approving corporate strategy, policy and the budget, as well as appointing the CEO and evaluating their performance, supervising the operations of bankmecu and ensuring that bankmecu operations are aligned to its stated values. The Board has ultimate responsibility for the application of APRA prudential standards, Australian Corporations Law and other regulations as they apply to bankmecu.

Independence

To ensure the Board operates in the interests of all customers, all Directors are required to declare any possible conflicts of interest so the Board can take appropriate action to deal with such conflict .

All seven bankmecu Directors are customer-owner elected. Six bankmecu Directors are independent. One Director is considered non-independent because of another position held as Director on the Board of Cuscal Limited, a material supplier to bankmecu. The Chair of the Board of Directors is independent and not an executive officer of bankmecu. There are no executive Directors.

The Board defines ‘independence’ in accordance with its Governance Policy and the Australian Stock Exchange (ASX) Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice.

Expertise and performance evaluation

Collectively, the Board of Directors has a broad skill-set and a range of professional experiences from which knowledge can be drawn.

bankmecu’s Fit & Proper and Governance policies outline processes to ensure an appropriate level of expertise on the Board needed in order to guide bankmecu’s strategic direction: 

• a three-year Director election cycle provides bankmecu’s customer-owner base with a democratic process to assess suitable directors and seek renewal on the Board
• a Nominations Committee interviews Director candidates to assess their fitness and propriety for being a Director of bankmecu. This includes probity checks and an evaluation of required skills and expertise
• an annual review of Board and Director performance including individual and peer assessment is facilitated and commented on by an independent external consultant. Refer to the Corporate Governance Statement below.
• a skill set audit is required annually to assess available Director skills against those required for satisfactory Board performance
• options are available to appoint suitable Directors if required to cover any deficit in skill set
• opportunities for ongoing professional development are made available
• all Directors are Fellows of the Australian Institute of Company Directors; and
• the Board conducts annual strategic planning sessions to assist them in identifying and managing economic, environmental and social risks and opportunities faced by bankmecu.

Board performance assessment

As part of its approach to corporate governance, the Board of bankmecu undertook a board performance self-assessment in 2011. That self-assessment used the Board Dimensions methodology developed by Cameron Ralph Pty Ltd.

The process used confidential customised questionnaires which were independently analysed by Board Dimensions and benchmarked against their database of responses from Australian directors. Board Dimensions provided a report to all Directors which highlighted the self-assessed strengths and weaknesses in the Board’s performance and made suggestions for improvement. Individual Director Feedback reports were also provided to each Director in relation to their own performance on the Board.

Management were also provided the opportunity to assess the Board.

Director development and training

Directors undertake development and training to ensure they keep up to date on the issues, trends, skills and information that are essential for the effective performance of their role. Directors’ experience and qualifications are reported to customers each year in bankmecu’s Annual Report.