Joining the Council

The Australian states and territories are divided into electorates and the Community Bank companies are entitled to elect representatives within their own electorates for appointment by Bendigo and Adelaide Bank Limited (BEN) to the Council as follows:

1. For any election to be held, the Council Secretary (or its independent authorised representative) must:
   • call for nominations at least eight weeks before the election date; and
   • select a day by which nominations must be made, such date being at least two weeks after the call for nominations and at least four weeks before the date of the election.
2. The call for nominations and the nomination form may be in such form as the Council Secretary decides.
3. Each nomination must also include a statement that the nominee is a fit and proper person. A candidate who does not, or who is unable to confirm that they are a fit and proper person, or who completes an inaccurate nomination form, is not eligible for election.
4. Only non-executive directors of a Community Bank company may be nominated for, or be elected as, a representative of the Council.
5. If a candidate who has nominated withdraws the nomination in writing, ceases to be a Community Bank company director, becomes an employee of Bendigo or one of its subsidiaries or of a Community Bank company, or is or becomes ineligible for election, the Council Secretary (or its independent authorised representative) must reject the nomination.

Council Secretary (or its independent authorised representative) to declare candidates elected, or to conduct election

1. If the number of candidates nominated for an electorate does not exceed the number of vacancies for that electorate, the Council Secretary (or its independent authorised representative) must declare those candidates duly elected.
2. In the event the number of candidates nominated for an electorate does not exceed the number of vacancies, and the length of tenure differs, the terms can be determined by the Council after obtaining agreement in writing from the nominees.
3. If the number of candidates nominated for an electorate exceeds the number of vacancies for that electorate, the Council Secretary (or its independent authorised representative) must coordinate an election in accordance with the procedure set out in this memorandum, or as otherwise determined by the Council Secretary.

Each Community Bank company in the relevant electorate is entitled to one vote. The company’s vote must be approved by a resolution of its board of directors.

• At least four weeks before the due date of an election, the Council Secretary (or its independent authorised representative) must communicate the impending election by email to all Community Bank companies in the relevant electorate. Emails will be sent to the email address last notified to Bendigo.
• A notice under this section may be in such form as the Council Secretary (or its independent authorised representative) decides.

Appointment of election officer or officers:

• The Council Secretary may appoint any person or persons as election officer or officers to help in the running of the election.

1. Voting papers are to be issued by the Council Secretary (or its independent authorised representative) to all Community Bank companies in the relevant electorate by post or by electronic means (including by internet voting).
2. Voting papers may include:
   • a memorandum setting out brief biographical details of the candidates and other materials (the Council Secretary or its independent authorised representative need not include the materials as sent by the candidate);
   • a ballot paper in such form as the Council Secretary (or its independent authorised representative decides; and
3. If the voting papers have been lost or destroyed, or are otherwise unable to be located or accessed (for example, in the case of internet voting), new voting papers may be requested by telephone or email from the Council Secretary (or its independent authorised representative).

In the case of postal voting, the company secretary (or authorised representative) for a Community Bank company must return the ballot papers in the envelope provided to the Council Secretary or the Returning Officer of its independent authorised representative by post. The company secretary (or authorised representative) may only do so after the vote has been approved by the board of the Community Bank company.

In the case of voting by electronic means (including internet voting), the company secretary (or authorised representative) for a Community Bank company must complete and submit the electronic ballot paper (including online ballot papers) in accordance with any electronic or internet voting system advised by the Council Secretary or its independent authorised representative. The company secretary (or authorised representative) may only do so after the vote has been approved by the board of the Community Bank company.

Any postal, electronic or online ballot paper received by the Council Secretary or its independent authorised representative after 5pm (Victorian time) on the notified closure date will not be counted.

A vote is invalid if:

1. the postal, electronic or online ballot paper has been completed in any manner other than as specified in the relevant instructions advised by the Council Secretary or its independent authorised representative;
2. the postal, electronic or online ballot paper was not issued or authorised by the Council Secretary or its independent authorised representative; or
3. the vote was not approved by a resolution of the Community Bank company’s board.

The nominees with the majority of votes will be successful and their name(s) will be provided to the Council for appointment.

Community Bank Companies are required to indicate their order of preference for each of the candidates listed on the ballot. The Council Secretary (or its independent authorised representative) will utilise a preferential voting system which, in its absolute discretion, it considers appropriate for the counting of preferences.

In the case of a tie, each name will be provided to the Council who will choose between them.

Any failure to comply with these procedures will not invalidate any election or nomination or appointment. These procedures may be amended at any time by Bendigo.

After a member has been successfully appointed, the member will be invited to execute a Deed of Appointment (or similar such document) by which the member will be appointed by Bendigo as a member of the Community Bank National Council for the period and on the terms set out in the Deed.

• Understands the CBNC’s current and potential role within the network.
• Considers multiple perspectives when assessing the ramifications of key issues and develops solutions with long term viability for all concerned.
• Provides advice to BEN that reflects analysis of a broad range of issues.
• Draws on information and alternate view points and analyses information to understand existing and new issues affecting the network.
• Monitors the changing and evolving banking industry and Community Bank network. Positions the network to seize opportunities and minimise threats which affect the Community Bank network and the communities in which they operate.
• Uses knowledge of the network to tailor approaches to different issues, whilst always taking a holistic view.
• Identifies and utilises the growing strength of the network.
• Facilitates information sharing and accessibility.
• Engages in high level critical thinking to discern the critical issues affecting the network.
• Identifies the implications of critical issues and applies effective judgement to develop solutions.
• Anticipates long term strategic risks and collaborates with the network and BEN to address them.
• Capitalises on innovative and alternative solutions to resolve both simple and complex problems.

• Acts as a role model to the network, is open to feedback and responds accordingly.
• Can clearly articulate CBNC purpose and direction.
• Champions the CBNC vision, goals and strategic direction within the Community Bank network and to BEN and key external audiences.
• Can galvanise the voice and the focus of the network on key strategic matters.
• Unifies individual Community Bank companies within the strategic direction.
• Demonstrates and promotes Community Bank values and follows codes of conduct. Acts professionally and with integrity and provides guidance to help address unprofessional or inappropriate actions.
• Encourages continuous learning and supports its development. Develops people through empowerment and support and by example sets clear performance standards and recognises achievement.
• Provides appropriate support and celebrates success.
• Raises difficult and critical issues, provides objective advice, makes difficult decisions and seeks advice as and when needed. Acts to ensure that we learn from mistakes and develop and implement corrective actions.
• Persists and focuses on achievement particularly in difficult circumstances and responds in a controlled manner. Recovers from setbacks and displays a positive outlook in difficult situations.

• Understands the nature of organisational sustainability at a local, regional, state and national level.
• Supports the development of directors and staff and engages in succession planning across the network.
• Supports the harnessing of technology to improve efficiency and for continuous improvement.
• Looks to utilise both internal and external expertise to improve organisational skills.
• Drives the change agenda, defines high level objectives and ensures translation and relevance to the Community Bank network.
• Recognises the constant nature of change and remains flexible. Encourages the network to embrace change and maintains open communications during the change process.

• Leads by example in the delivery of quality outcomes. Ensures that ideas and intended actions become reality. Ensures barriers to achievement are identified and removed. Ensures outcomes are achieved in collaboration with and commitment from the network.
• Acts decisively, demonstrates drive, focus and energetic commitment. Commits to completing tasks and galvanises others to act. Establishes and maintains control and acts urgently as and when required.

• Builds and sustains relationships both internally and externally to provide a rich intelligence network. Encourages the network to work together to address issues.
• Consults broadly to ensure buy-in from the network and recognises when input is required. Provides guidance on effective communication and consultation approaches with the network and monitors the strength of the partnership between the network and BEN. Overcomes organisational “silos”. Displays strong interpersonal relationships, cooperates with others, anticipates and resolves conflict.
• Acts to build diversity, be inclusive and embrace the positive benefits that difference and harnessing diverse viewpoints adds to the business. Recognise different styles, anticipate different reactions from a diverse network and see things from different perspectives.
• Confidently presents the collective message of the CBNC in a clear and articulate manner. Focuses on key points for audiences and is not distracted easily. Communicates factually in straight forward, unambiguous language and creates context for a diverse audience.
• Listens carefully to understand, respect and accept alternative views. Anticipates reactions and responds appropriately. Ensures the messages being received are clearly understood.
• Ensures key issues are understood and stakeholders are consulted. Presents a convincing and balanced rationale. Understands and appreciates alternative views and looks for collaborative solutions. Can exercise judgement on when to stand ground or compromise as and when appropriate. Can agree to disagree whilst trying to find a mutually beneficial solution.