Belinda Moloney Bee Hills Sally Diano Ann Spendley Angie Pooley Jim Middleton Stacey Teti Kathleen Atkinson Anne Teti

Transcription

1 CHITTERING FINANCIAL SERVICES LIMITED MINUTES OF THE ANNUAL GENERAL MEETING at ETHEL WARREN COMMUNITY CENTRE, CHITTERING ROAD, BULLSBROOK WA 6084 Directors Present: Trevor Hancock Chairman Ross Bishop John Williams Carolyn Cover Nicolette Ward Absent Directors: Catherine McCullough CFS Staff: Stephanie Pascoe Mark Edwards Matthew Brown Allen Amor Andrew Cooke Secretary (Minute Taker) Regional Manager Ellenbrook Branch Manager Bullsbrook Branch Manager Bindoon Branch Manager Belinda Moloney Bee Hills Sally Diano Ann Spendley Angie Pooley Jim Middleton Stacey Teti Kathleen Atkinson Anne Teti Shareholders Present: Helen Corry Trevor Corry Humphery Park Esme Park Janet Pilbeam John Pilbeam Gary Edwards Ron Armstrong Bernard Martin Lois Martin Shareholder apologies: Phil Beales Koya Beales Special Guests: Graham Dore Fred Hasson Quorum With quorum present, the Chairman, Trevor Hancock declared the Meeting open at 6:30pm. Apologies The Chairman advised that due to conflicting appointments Director Cate McCullough is unable to attend the meeting. The Chairman extended a welcome to all shareholders and guests, Regional Manager Mark Edwards, Branch Managers Matthew Brown, Allen Amor, Andrew Cooke and Branch staff. He also welcomed and introduced the Directors of the Board present; John Williams, Carolyn Cover, Ross Bishop and Nicolette Ward. The Chairman also introduced two new potential Directors Fred Hasson and Graham Dore. The Chair requested if any other apologies were offered up to the Meeting. No further apologies were recorded.

2 Notice of Meeting The Chairman confirmed that the Notice of Meeting was issued to all shareholders in accordance with the Company s Constitution and the Corporations Law. The Chairman advised that the Annual Report for 2017 had been posted out to shareholders as required and stated there would be an opportunity to ask questions in regards to the financials further on in the agenda. Minutes of the last Annual General Meeting The minutes of the last Annual General Meeting held 9th November 2016 has been declared as a true and correct record by the Board of Directors. The meeting did not request the reading of the previous minutes. The minutes were approved by the Board and signed by the Chairman in accordance with the provisions of section 251A of the Corporations Act. A copy of the minutes had been provided to each Shareholder accompanied by the Notice of Meeting. Agenda Item 1: Chairman s Report The Chairman advised his yearly report was available as part of the Annual Report for Chittering Financial Services Ltd. Agenda Item 1.1: Branch Manager s Reports The Chairman introduced Mr Matthew Brown, Ellenbrook Branch Manager. Mr Brown addressed those in attendance and thanked staff and Directors for their support. Mr Brown also expressed his thanks to Shareholders for their contribution and noted his appreciation of their support. Mr Brown mentioned that the fall in interest rates this year has impacted strategic planning and growth for the Ellenbrook Branch. Mr Brown spoke of the importance for Shareholders and Staff to work together to bring in new customers. This focus on business development builds a bigger community which will enable us to grow and provide further grants and dividends. Mr Browns full Branch Managers Report can be located in the CFS Annual Report The Chairman introduced Mr Allen Amor, Bullsbrook Branch Manager. Mr Amor began his address by thanking those in attendance. Mr Amor advised Shareholders that it had been a challenging year but positive changes were occurring and we are continuing to support community sponsorships. Mr Amor also spoke of the importance for Shareholders to introduce family friends to Bendigo Bank to assistance further business growth. Mr Amor s full Branch Managers Report can be located in the CFS Annual Report P a g e

3 1.1.3 The Chairman introduced Mr Andrew Cooke, Bindoon Branch Manager. Mr Cooke thanked the Board of Directors and Shareholders for their continued support in Mr Cooke advised Shareholders that the Bindoon Branch had been awarded Branch of the Year for the State for insurance sales and 2 nd in National insurance sales which are a significant income for the bank. Mr Cooke advised that the focus was to continue developing good business growth, remain competitive and provide excellent customer service. Mr Cooke noted that 2017 had been a great year and although a change of staff had occurred the positive growth has continued with a good outlook in the pipeline. The Chairman offered those in attendance to ask any questions they may have for the Branch Managers. No questions were raised. Agenda Item 2: Annual Report/Adoption of Accounts The Chairman advised those present that the Annual Report for 2017 was available for their attention at the registration table for those who may want to review it. The Chairman opened the floor and offered the opportunity for shareholders to ask any questions. Q1. Gary Edwards; What is the current relationship between share value and face value? Q2. Gary Edwards; Is the share value much lower than the company value? The Chairman advised the meeting that an answer would be sourced and this would be communicated to the Shareholder and included in the minutes of the meeting. The following response was obtained by CFS Ltd Accountant; The face value of the share is one dollar per one share. That would have been the original price when the shares were issued. There are two answers to what is the value of the shares: 1. The market value is what a willing buyer agrees to pay for it. As CFS Ltd is not a listed company, then agreeing a price is much like buying a house. Seller sets a price and then through a process the seller and buyer agree a price. 2. If you look at the underlying value of the shares you would look at reported net assets of the company and divide it by the number of shares. Using the 30/6/17 figures that would result in the following: o Number of shares 498,709 o Net Assets $87,294 o Book Value per share 17.5cents per share 3 P a g e

4 The Chairman invited the Secretary to report on the number of Proxies received. The Company Secretary advised that four (4) proxies had been received. Resolution 01/221117: That the Company s Financial Report, the Director s Report and the Auditor s Report for the year ended 30 June 2017 be received. In favour: all Carried all Agenda Item 5: Election of Directors The Chairman advised the next item of business is the election of Directors The first resolution concerns the election of Carolyn Cover A Director appointed by the Board since the last Annual General Meeting, retires in accordance with the company s Constitution and being eligible, offers herself for election. The Company Secretary confirmed that there were four (4) Proxy votes received for this resolution. Resolution 02/221117: That Carolyn Cover be re-elected as Director of the company Chittering Financial Services Limited. In favour: all The second resolution concerns the election of John Williams A Director retires in accordance with the company s Constitution and being eligible, offers himself for re-election. The Company Secretary confirmed that there were four (4) Proxy votes received for this resolution. Resolution 03/221117: That John Williams be re-elected as Director of the company Chittering Financial Services Limited. In favour: all Agenda Item 6: Appointment of Auditor That the firm AFS Chartered Accountants be confirmed as continuing as Auditor of Chittering Financial Services Limited. The Chairman asked the Company Secretary to report on the number of proxies. The Company Secretary confirmed that the number of valid Proxies received for this resolution was four (4). 4 P a g e

5 Resolution 04/091116: That the appointed Auditors AFS Chartered Accountant continues as Auditor of Chittering Financial Services Limited be accepted. In favour all Prior to closing the meeting the Chairman offered a final opportunity to Shareholders to ask any questions. The following questions were raised. Q1. Ron Armstrong Could you explain why we are contributing money to fund projects around the district and leaving shareholders with no dividends because money is going out? Response: The Chairman advised that Branches receive a Marketing Development Fund intended for use to support community projects and that we are obliged to use for this purpose. The majority of this has not been used but instead used to keep the company afloat. We have not spent money on projects when it should be going to Shareholders. Furthermore, the Chairman Trevor Hancock also advised that for the last four years no Directors fees have been charged. The Chairman advised of opportunities with land developers across the road with 2500 houses to be built and we are currently working with developers to get mortgages objective 10%. Q2. Helen Corry When comparing the other banks to Bendigo are they in the same position? Response: Mark Edwards, Regional Manager advised that the big four banks are in a different position because of rating due to size of the business. We pay a higher premium which affects margins. When comparing we are one company operating 3 branches whilst other majors have hundreds of branches for support. Mr Edwards continued to advise Shareholders that Company loss is reducing each year despite continued low interest rates and the re-structure of Branches. With no further questions raised the Chairman announced that this now concludes the business of the meeting. The Chairman invited all attendees to enjoy refreshments and to chat with the Directors. There being no further business the meeting was declared closed at 7:00pm. Minutes confirmed as a true and correct record. Mr Trevor Hancock Chairman 5 P a g e