Becoming a director

Teachers Mutual Bank puts members first. This mantra guides our entire organisation, from branch staff all the way through to our board of directors. The Board is comprised of members, is directly accountable to them and represents their best interests.

If you have considered playing a leadership role at Teachers Mutual Bank by serving on the Board, there are a number of important steps to take into consideration.

The following overview will give you information about the role of the Board at Teachers Mutual Bank as well as the nomination process and the wider legislative and regulatory framework.

The role of the Board

The Board has two overarching responsibilities - to ensure compliance and improve performance. In addition to these key functions, the Board also sets the strategic direction, establishes effective governance, evaluates performance and assures the financial sustainability of the business.
 
However, on a day-to-day basis, the Board spends the majority of its time guiding the organisation in the following areas:

• Strategy and budget formulation
• CEO selection/development/mentoring/remuneration/evaluation
• Control and monitoring of organisational performance
• Leadership and culture
• Risk management
• Compliance
• Policy formulation
• Networking/building key relationships
• Communication with stakeholders
• Crisis control
• Effective governance
• Reputation management

The duties of the Board

It is important to remember that directors govern Teachers Mutual Bank on behalf of members. As such, they are required to comply with legal requirements set out in the Corporations Act 2001 (Cth) (Corporations Act). According to that statute, directors have the duty to:

1. Act in good faith and honesty
2. Act with care and diligence
3. Avoid a conflict of interest
4. Not abuse a corporate opportunity or misuse information
5. Not trade while insolvent

The legislative and regulatory framework

Directors need to be aware of the legislative and regulatory framework in which Teachers Mutual Bank operates.

The structure and composition of our Board

The structure and composition of our Board is outlined in the Teachers Mutual Bank constitution. Currently, the Board is comprised of six elected directors and three directors appointed by the Board. Two of the elected director positions fall vacant each year.

The electoral cycle and timeframes

The two vacant elected Director positions are filled by a postal ballot, which is sent out to all members. This process is managed by an independent returning officer.

The first step in the process is the annual call for nominations. This normally takes place on a specific date in August as determined by the returning officer. The call for nominations and other relevant information about the election is provided to each individual member in writing by the returning officer. This information is also made available on our website.

The period of office for each elected director is three years. This commences at the end of the Annual General Meeting (AGM) at which the directors' election is announced and ends at the close of the third subsequent AGM. Since 2011 the AGM has been held in November.

The role of the Board Nominations Committee

One of the stages in applying for a position on the Board involves placing your nomination before the Board Nominations Committee. The committee is appointed by the Board of Directors to carry out the following responsibilities:

• Assess the fitness and propriety of potential directorial candidates
• Provide the Board with determinations on the fitness and propriety of potential candidates
• Ensure that the Board is comprised of persons with the necessary range of skills, expertise and experience to discharge its responsibilities effectively.

Nominees will be required to provide a resume to the Board Nominations Committee and present for an interview shortly after nominations close.

Further resources

Nominees are encouraged to consult other relevant resources to assist them through the nomination process.