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1. Annual financial statements, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2022 (together, the Financial Report)
The AFIA Constitution provides for Members to receive and consider the Financial Report at the AGM.
The Financial Report will be available for download at the virtual AGM.
During this item of business there will be a reasonable opportunity for Members to comment, and ask questions, on the Financial Report. There will also be an opportunity to ask questions of AFIA’s auditor, Pitcher Partners.
If you prefer, you may send your questions in advance to email@example.com.
No resolution is required for this item of ordinary business.
2. To receive and consider the Board’s recommendation to appoint and fix the remuneration of the auditors for the financial year ending 30 June 2023
As reported to Members at the 2021 AGM, Pitcher Partners Sydney were appointed as AFIA’s auditor in August 2020 and have conducted the AFIA external audit for the financial year ended 30 June 2022. Pitcher Partners’ engagement as auditor is ongoing, subject to agreement of their audit fee each year.
In accordance with Pitcher Partners’ standard practice, the audit fee proposal for the FY23 audit will be provided closer to the year-end date. Provided there are no unusual transactions or significant changes within AFIA, Pitcher Partners have indicated that their FY23 audit fee will be around $19,500.
Subject to Member endorsement, the Board has approved a delegation to the Financial Management and Audit Committee to approve the audit fee of Pitcher Partners Sydney for FY23 in due course.
Members will be asked to vote on the following ordinary resolution at the AGM:
“That the members of AFIA approve the appointment of Pitcher Partners Sydney as AFIA’s auditor for the FY23 financial year, with the Board being authorised to approve the audit fee in due course, such authority being delegable by the Board in its discretion.”
3. To approve the updated AFIA Constitution 2022
The final component of our governance review to introduce best practice governance standards for AFIA was to assess the current definition of membership contained in the AFIA Constitution.
There have been significant changes in the finance sector, including the types of finance products in the market, whether that’s consumer products through to working capital and trade finance, how finance is offered and distributed to consumers and businesses, and how technology is increasingly embedded into finance, whether that’s simple tools to help customers better manage their money through to more sophisticated asset management solutions.
The AFIA Board determined that the current definition was not fit for our association today and into the future – it doesn’t clearly define membership eligibility, or reflect the diversity of our membership, or capture the growth within our industry. It also doesn’t align with our vision of prosperity for all Australians and an industry that drives a culture of integrity, transparency, and fairness.
We received feedback from our members about the need for us to continue to position AFIA for future opportunities for our members, especially as technology continues to foster changes in how
money, payments and finance supports our economy.
We have also received feedback about the importance of membership of AFIA standing for high standards of industry practice, behaviour, and professionalism.
Our definition needed to change to better represent the breadth of our members, to strengthen our leadership, focus our advocacy activities and to influence conversations with policymakers, regulators and other key stakeholders.
Following consultation with members, the member definitions have been updated in the AFIA Constitution to:
‘A Full Member is in the business of providing finance or money transfer, digital currency or payments-related services in or from Australia to corporates, businesses and/or consumers. They offer products, services and technologies that deliver good customer outcomes always operating in the interests of the customer. They have paid their Membership fee.’
‘An Associate Member is a Member that is in the business of providing services to Full Members or the finance sector. They have paid their Membership fee.
The definition for an Affiliate Member remains the same. No other amendments have been made.
At least 75% of members entitled to vote who are present at the meeting (in person or by proxy) must vote in favour of the proposed changes to our Constitution.
Members will be asked to vote on the following ordinary resolution at the AGM:
“That the members of AFIA approve the adoption of the updated Constitution.”
4. To elect the Members of the Board
Under the AFIA Constitution approved at the 2020 AGM, Directors hold office for a term commencing on the date of their appointment for a period of two years. At the expiry of the two-year term Directors are eligible for re-election.
The following Directors have nominated for re-election:
The following Directors have resigned from the Board:
A key function of the AFIA Board of Directors is the governance and oversight of AFIA together with setting the broader strategic direction. It is important that Directors have the necessary skills, knowledge, expertise and background in the industry and with AFIA to be able to fulfil their role and valuably contribute to achieving AFIA’s objectives and strategic priorities.
The AFIA Constitution provides that the AFIA Board will consist of not less than five and not more than 10 persons (or such number as is determined by the Board from time to time). Board positions may be filled either by the election of eligible Full Member nominees from AFIA membership or appointment by the Board.
Review of nominations by the Board Nomination & Remuneration Committee
The AFIA Board Nomination & Remuneration Committee assists the Board with the nomination process and to ensure that nominees meet requisite criteria for an appointment as a Director of AFIA.
The Board can appoint up to three Independent Directors (i.e. persons with relevant skills and competencies but not an AFIA member representative). No Independent Directors have been appointed to date.
Appointment of the CEO as a Director
The AFIA Constitution provides that the Board may appoint the CEO to the Board, to hold office until the next AGM following the date of his/her appointment. The Board size automatically increases to 11 to accommodate such appointment. At the conclusion of each term the Board assesses (typically, each October) whether or not to appoint the CEO as a Director for an additional term.
Casual Vacancy on Board
In the event of a casual vacancy (e.g. arising from a Director’s resignation), the Board may fill the vacancy by appointing a representative from AFIA’s membership or an Independent Director.
Remuneration of Directors
Member Elected Non-Executive Directors are not remunerated or reimbursed for expenses incurred in travelling to or from, or attending, meetings of the Board, without the unanimous approval of the Board.
Independent Directors may, with Board approval, be remunerated and have their travel or attendance expenses met.
Members of the Board
AFIA’s current board consists of ten Member-Elected Non-Executive Directors and the CEO. The AFIA Board would like to thank Greg Pell and Aaron Baxter for their knowledge, time and commitment to creating a more resilient, inclusive and sustainable finance industry.
Nominations to fill the vacant board positions have been received and subject to the nominees being confirmed as suitable by the Nomination and Remuneration Committee, as per Article 14.6 of AFIA’s Constitution as the number of nominations received equals the vacancies to be filled, the persons nominated are taken to be elected.
Accordingly at the AGM the Chairman will declare the candidates as elected to the Board of AFIA and will provide members with the details of the elected member.
Due to the operation of Article 14.6, no resolution is required for this item of ordinary business.