Call for Nomination of a Member for Board of Directors

In accordance with the Constitution of CMB the Board of directors ('Board') calls for nominations for two (2) positions on the Board.

Directors of CMB are elected for a three-year term or appointed by the Board. Returning Directors may stand for re-election without nomination if they are eligible for election. Faith McCallum and Rebecca Hearn have declared that they will stand for election.

Nominations Committee

In accordance with CMB’s Constitution, the Board has established a Nominations Committee, which comprises a majority of independent members. The committee's responsibility is to determine which nominees (if any) are of appropriate fitness and propriety to become candidates and act as directors by reference to the Board’s Fit and Proper Policy.

The Nominations Committee will invite each nominee who seeks nomination and each retiring Director who stands for re-election without nomination to attend an interview to determine the nominee's suitability for election as a director.

Requirements for Nomination

The CMB board is skill-based and committed to maintaining a mix of directors who collectively bring the required experience and skills to enable the Board to operate efficiently and effectively.

Members considering nominating need to be mindful that CMB is a financial services organisation. CMB operates within the mutual sector, and its board strives to ensure a mix of highly skilled and experienced directors to ensure its governance is fit for purpose. As part of the Nomination Committee’s assessment process, the focus will be on candidates who, at a minimum:

• Understand the roles and responsibilities of a director of CMB;
• Knowledge of CMB, its business and the markets in which it operates;
• An understanding of the collegial nature of a board and the ability to function effectively in a collegial way
• A sound knowledge of the regulatory environment in which CMB operates
• The ability to read and comprehend the company’s accounts, financial material presented to the Board, and financial reporting requirements
• An understanding of risk management principles and their application to CMB operations
• The capacity and willingness to undertake continuous professional development and learning consistently with CMB’s Board Renewal Policy
• The capacity and willingness to prepare and contribute to board meetings and deliberations
• Sufficient time to devote to the role
• No material conflict of interes

In 2025, a candidate must have the following additional competencies required to meet a desired skills mix on the Board:

• Executive experience in an ADI.

Nomination Process

CMB’s Constitution sets out the procedures governing the Director election process. The Returning Officer can provide nomination forms, Fit and Proper Policy, Board of Directors Policy, and copies of CMB’s constitution.

A “Fit and Proper Person” test involves checking with the Bankruptcy Registers, ASIC, APRA Register of Banned and Disqualified Persons and Police Checks.

Eligible CMB members are invited to nominate candidates for the election. Nominations must be received by 5 p.m. on September 10, 2025. If you wish to nominate for a position, a nomination form may be obtained from the Yarrawonga branch or by calling (03) 5744 3713.