Corporate Information

Management

Chief Executive Officer	Vivien Allen BA, DipMgmt, MAICD
Finance & Administration Manager	Stephen Allinson BComm, CPA
Lending Operations & IT Manager	Michelle Battye
Member Services Manager	Ana Ramuta

Board of Directors

Chair

Allison R Batten
GAICD

Allison has over 30 year's retail and consumer goods experience in senior executive roles. Her appointments have included General Management positions with Target and The Reject Shop.

Allison now runs her own independent consulting business and has worked with a broad range of Retail companies ranging from large ASX, privately owned SME's, Private Equity and start-ups where she provides strategic leadership advise to CEO's across all aspects of Company operations.

Her expertise is broad and includes merchandise and marketing, supply chain/logistics, system and processes, contract negotiation, M&A assessment, finance and reporting and governance. She has extensive international experience within the Asia Pacific Region.

Allison is a graduate of the Australian Institute of Company Directors where she is currently Chair of the Geelong and south west region AICD advisory group.

Deputy Chair

Mark Burrowes
B Ec, FAICD

Mark became a Director in October 2020. He is the Chair of the Governance Committee and a member of the Risk Committee.

Mark is a Founding Director of Consigliere Pty Ltd, a family company advisory group. He is also a former Director of several Boards, including the Reach Foundation, the Starlight Children’s Foundation, as well as Managing Director of Medibank Private, Chair of Hardings Hardware and most recently Chair of Scope (Aust) Pty Ltd.

He is a Fellow of the Australian Institute of Company Directors.

As well as his Board experience Mark has had a 40 year corporate career across the oil sector, banking and finance, health, and retailing. Most recently he has been involved in company turnarounds and he continues to work in the field of Mergers and Acquisitions.

He is a resident in the Greater Geelong region.

Directors

Michael J Carroll
BBus, MBA, CPA, FGIA, GAICD

Michael joined the Board as an Associate Director in 2016, before becoming a full Director in 2017. He is Vice Chair of the Board and Governance Committee and Chair of the Risk Committee.

Prior to commencing his own consultancy business, Michael held a number of senior roles at GMHBA Limited and business, finance and administration roles with St John of God Health Care and Woodside Petroleum in Melbourne and Perth.

Michael is an experienced Finance and Compliance executive with diverse industry experience across the Private Health Insurance, Health, Resources, and Investment Management sectors. His depth of experience extends across multiple disciplines including Accounting, Treasury, Company Secretarial, Information Technology, Commercial, Legal and Administration. He also a Non-Executive Director of St Laurence Community Services and a Director at GenU.

John Connor
MSci (Hons) FIA FIAA CERA MAICD

John joined the Board in 2021 as an observer before becoming a full Director in 2022. John has over 20 years' experience in financial services. His specialist areas are banking and insurance with a focus on capital, compliance and risk management. John has worked as an actuarial consultant at PricewaterhouseCoopers and in leadership roles at companies such as ANZ, Genworth and Westpac. John is an entrepreneur and a successful co-founder of multiple fintech's giving him a unique view on security and the effectively use of technology.

John has a first class Master's Degree in Physics. He is also a Fellow of the Institute of Actuaries Australia (FIAA), a fellow of the Institute Faculty of Actuaries UK (FIA), a Chartered Enterprise Risk Actuary (CERA) and recently completed a graduate diploma in international relations.

Theodora Elia-Adams

BCom MAICD

Theodora was elected to the Board at the 2023 AGM. Theodora is an experienced non-executive director and has served as Chair of Audit, Risk and Finance committees. She has extensive governance and financial services experience. Theodora is an active Chartered Accountant and former Senior Partner at Ernst and Young and now provides consultancy advice to businesses in tax and finance. Theodora has post-graduate qualifications in tax and is a graduate of the Women on Boards WOBSX program. Theodora is a member of the Board Audit and Risk Committees.

Graham Fryer

BEc. CA ANZ GAICD

Graham Fryer was elected to Board at the 2023 AGM. Graham is a senior executive with extensive financial and corporate services experience. Graham has worked in complex service environments such as banking, transport, higher education, and industrial services. Graham is a Chartered Accountant, with post-graduate qualifications in management, finance and education. Graham is a member of the Board Governance Committee.

Corporate Governance Statement

The Board of Directors is responsible for the corporate governance of Geelong Bank. The Board guides and monitors the business and affairs of Geelong Bank on behalf of the members by whom they are elected and to whom they are accountable. An important feature of the Board is to ensure compliance with the prudential and solvency requirements of the Australian Prudential Regulatory Authority (APRA) and the Australian Securities & Investments Commission (ASIC).

The key responsibilities of the Board include:

Approving the strategic direction and related objectives and monitoring management performance in the achievement of these objectives;
Adopting an annual budget and business plan and monitoring the financial performance of Geelong Bank;
Overseeing the establishment and maintenance of internal controls and effective monitoring systems;
Ensuring all major business risks are identified and effectively managed;
Ensuring Geelong Bank meets its legal and statutory obligations.

Structure of the Board

Directors of Geelong Bank are considered to be independent and free from any business or other relationship that could interfere with, or could be perceived to materially interfere with the exercise of their unfettered and independent judgement.

Geelong Bank - Board Structure

Board Committees

The Board has established the following committees which operate under a charter approved by the Board.

Governance Committee

The purpose of the Governance Committee is to assist the board in the exercise of effective corporate governance, including oversight of Geelong Bank's Governance and Fit & Proper Policies.

The purpose of the Governance Policy is to ensure strong Corporate Governance in the prudent management and financial soundness of Geelong Bank and in maintaining public confidence in the financial system.

The purpose of the Fit & Proper – Responsible Person Policy is to manage the risk to its business or financial standing that persons acting in Responsible Person positions are fit and proper.

The committee has also been appointed by the board to fulfil the role of the Nominations and Remuneration Committees incorporating board renewal, remuneration and nominations.

Audit Committee

The Audit Committee will assist the Board in fulfilling its oversight responsibilities and act as an interface between the board and the internal and external auditors. The Audit Committee will review:

The system of internal control;
The financial and regulatory/compliance reporting process; and
The audit process.

Risk Committee

The Committee will assist the board in fulfilling its oversight responsibilities and will be responsible for:

oversight of the risk profile and risk management of Geelong Bank within the context of the Board determined risk appetite (although ultimate responsibility for risk oversight and risk management rests with the Board, and the Committee will refer all matters of significant importance to the Board);
making recommendations to the Board concerning the risk appetite and particular risks or risk management practices;
reviewing management’s plans for mitigation of the material risks faced by Geelong Bank;
oversight of the implementation and review of risk management and internal compliance and control systems;
promotion of awareness of a risk based culture and the achievement of a balance between risk and reward for risks accepted.

Management Committees

Assets & Liabilities Committee (ALCO)

The ALCO is a committee responsible for managing the financial assets and liabilities of Geelong Bank. The committee recommends policy, sets strategy and monitors risks related to the management of Geelong Bank's assets and liabilities regarding:

Pricing of the financial assets and liabilities including interest rates and fees;
Interest margin;
Interest rate risk;
Funding and liquidity management;
Investment management;
Profitability and capital management.

Management Risk Committee

The Management Risk Committee is responsible for periodically reviewing Geelong Bank’s risk profile, fostering a risk-aware culture and reporting to the Board Risk Committee on the effectiveness of the risk management framework and of the company’s management of its material business risks.

The primary function of the Committee is:

the implementation and review of risk management and internal compliance and control systems;
reporting to the Board Risk Committee (BRC) on management’s plans for mitigation of the material risks faced by Geelong Bank;
making recommendations to the BRC concerning the risk appetite and particular risks or risk management practices; and
promotion of awareness of a risk based culture amongst staff and the achievement of a balance between risk and reward for risks accepted.

Risk Management Objectives and Policies

The Board of Directors has implemented a Risk Management Policy which establishes the overall Risk Management Framework for managing operational risk. Specifically, the Risk Management Policy aims to:

Contribute to profitable prudential performance by achieving an appropriate balance between realising opportunities while minimising losses.
Maintain a comprehensive and up-to-date Risk Appetite Statement that addresses all material risks and sets the risk limits acceptable to the Board.
Be concerned with risk as exposure to the consequences of uncertainty, or potential deviations from that which is planned or expected.
Address Capital Management.
Facilitate regular reporting to Senior Management, the Board and relevant committees.

Risk Management Framework

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board has established separate Audit and Risk Committees which are responsible for developing and monitoring risk management processes. The committee reports regularly to the Board of Directors on its activities.

Risk management policies and procedures are established to identify and analyse the risks faced by Geelong Bank, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management processes and systems are reviewed regularly to reflect changes in market conditions and Geelong Bank’s activities.

The Audit and Risk Committees oversee how management monitors compliance with Geelong Bank’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by Geelong Bank. The Audit and Risk Committees are assisted in its oversight role by Internal Audit. Internal Audit undertakes regular reviews of risk management controls and procedures, the results of which are reported to the Audit & Risk Committees.

Geelong Bank has undertaken the following strategies to minimise risks.

Market Risk

The Society is not exposed to currency risk, and does not trade in the financial instruments it holds on its books.

Credit Risk - Loans

The risk of losses from the loans undertaken is primarily reduced by the nature and quality of the security taken. The Board policy is to maintain at least 85% of loans in well secured residential mortgages which carry an 80% Loan to Valuation ratio or less.

The Society has a concentration in the retail lending for members who comprise employees and family in the Ford Motor Company. This concentration is considered acceptable on the basis that the Society was formed to service these members, and the employment concentration is not exclusive.

Should members leave the industry the loans continue and other employment opportunities are available to the members to facilitate the repayment of the loans.

Credit Risk - Liquid Investments

The risk of losses from the liquid investments undertaken is reduced by the nature and quality of the independent rating of the investee and the limits to concentration in one entity.

The Board policy is that investments shall be widespread to avoid any undue concentration of risk and all investments must be with financial institutions with a rating in excess of BBB- or higher.

Credit Risk - Equity Investments

All investments in equity instruments are solely for the benefit of service to Geelong Bank. Geelong Bank invests in entities set up for the provision of services such as IT solutions, treasury services etc where specialisation demands quality staff which is best secured by one entity.

Liquidity Risk

Geelong Bank has set out the maturity profile of the financial assets and financial liabilities, based on the contractual repayment terms.

Geelong Bank is required to maintain at least 9% of total adjusted liabilities as liquid assets capable of being converted to cash within 48 hours under the APRA Prudential standards. Geelong Bank's policy is to apply 15% of funds as liquid assets to maintain adequate funds for meeting member withdrawal requests. The ratio is checked daily. Should the liquidity ratio fall below this level the management and the Board are to address the matter and ensure that the liquid funds are obtained from new deposits and borrowing facilities available.

Operational Risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with Geelong Bank's processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risk such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour.

Geelong Bank’s objective is to manage operational risk so as to balance the avoidance of financial losses and damage to Geelong Bank’s reputation with overall cost effectiveness.

Corporate Information