Colorful_3D_Elements_5G_Technology_Technology_Presentation_(4).png


The following contains explanatory information on the items of Ordinary Business to be considered at the AGM


EXPLANATORY INFORMATION - ORDINARY BUSINESS

1. Annual financial statements, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2021 (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 companysecretary@afia.asn.au.

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 2022

As reported to Members at the 2020 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 2021. 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 FY22 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 FY22 audit fee will be around $18,500.

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 FY22 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 FY22 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 elect the Members of the Board

Background
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. Accordingly, those Directors elected by Members at AFIA’s 2020 Annual General Meeting held on 28 October 2020 will continue in their capacity as Director. During the term, a Board member resigned in accordance with the AFIA Constitution. The Board elected not to fill the casual vacancy.

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 November) 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 Hugh Lander, who resigned from the Board during his term, for his contribution to our industry and AFIA.

A nomination to fill the vacant board position was received and subject to this nominee 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 candidate 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.