AGM Notice: Explanatory Information - Ordinary Business

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

 

1. Annual financial statements, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2025 (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, LNP Audit & Assurance.

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 2026

As approved by Members at the 2024 AGM, AFIA changed auditors for the FY25 auditors as part of the seven-year audit rotation plan. The audit services provided by LNP Audit & Assurance in FY25 were well received by AFIA.

Based on the provision of speciality services and cost, the Financial Management and Audit Committee and Board have recommended that AFIA appoint LNP Audit + Assurance again for FY26. Provided there are no unusual transactions or significant changes within AFIA, LNP Audit + Assurance have indicated that their FY26 audit fee will be around $19,500+GST. 

Subject to Member endorsement, the Board has approved a delegation to the Financial Management and Audit Committee to approve the audit fee of LNP Audit + Assurance for FY26 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 LNP Audit + Assurance as AFIA’s auditor for the FY26 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. At the expiry of the two-year term Directors are eligible for re-election.

The following Directors were re-nominated at the 2024 AGM for a further two-year period:

  • Reggie Cabal, ORIX

  • Clare Morgan, ANZ

  • Jon Moodie, Allied Credit

  • Cameron Poolman, OnDeck Capital Australia

The following Directors were appointed at the 2024 AGM for a two-year period:

  • James Boyle, Liberty Finance

  • Ian Delaney, Vestone Capital

The following Directors have nominated to be re-elected at the 2025 AGM for a further two-year period:

  • Mario Rehayem, Pepper Financial Services (Chair)

  • Katherine McConnell, Brighte Capital (Deputy Chair)

  • Cindy Hansen, Qudos Bank

Ofir Kranz, Angle Auto has not nominated for re-election in 2025 after serving the maximum term on the Board. Clare Morgan, ANZ will resign from the Board at the AGM.  All other Directors will be continuing members of the Board. This has created two vacancies on 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

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.

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 Ofir Kranz and Clare Morgan for their knowledge, time and significant contribution to creating a more resilient, inclusive and sustainable finance industry. A particular thank you to Ofir for his long serving tenure on the Board. We thank all Directors for their continued time and effort to support the industry.

Nominations to fill the vacant board positions have been requested and subject to the nominees being confirmed as suitable by the Nomination and Remuneration Committee, as per Article 14.6 of AFIA’s Constitution if the number of nominations received equals the vacancies to be filled, the persons nominated are taken to be elected. If more nominations than positions are received, members will vote to appoint the Board members.

The resolution will reflect the number of nominations received and either the Chairman will declare the candidates as elected to the Board of AFIA and will provide members with the details of the elected member or the Chairman will provide details of the candidates for members to vote.