Corporate Governance Statement
The Board of Unity Bank is responsible for the corporate governance of the Bank. This statement generally describes the practices and processes adopted by the Board to ensure sound management of the Bank within the legal framework under which we operate. Composition of the Board To enable the Board to undertake all of its functions, it is necessary to have a well structured Board. Unity Bank’s Constitution permits the Bank to determine the number of elected and appointed Directors. Unity Bank currently has five (5) elected Directors and three (3) appointed Directors. Role of the Board The Board’s primary role is to enhance and protect long-term member value. To fulfill this role, the Board has extensive business acumen and a close association and deep understanding of the unique characteristics of the industries and communities in which it operates. This allows the Board to bring accountability and judgment to its deliberations thus ensuring optimal benefits are passed on to its members and employees. In particular the Board:
• Provides strategic direction • Provides leadership in terms of corporate governance • Reports to members and ensures all regulatory requirements are met
• Oversees the financial performance and monitors its business affairs on behalf of members • Develops, reviews, monitors and ensures the effectiveness of the Risk Management Framework and Compliance systems in order to identify and manage significant business risk • Appoints the Chief Executive Officer • Monitors performance and approves the remuneration of the Chief Executive Officer • Ensures that the Bank’s business is conducted ethically and transparently.
Responsibility for the day to day activities of the Bank is delegated to the Chief Executive Officer.
Director Independence As required by Australian Prudential Regulation Authority (APRA) Governance Standard (CPS 510) and the Bank’s own Governance Policy, the Board has conducted its annual review of the Board’s composition and succession arrangements. As part of that review, the Board assessed each Director’s independence by reference to the requirements and guidelines set out in CPS 510 and the 2019 Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles and Recommendations fourth edition. Although the Board assessed Directors against each of the 6 ASX independence factors the Board paid particular regard to the threshold independence test set out in paragraph 23 in CPS 510. That is, the Board resolved that it would only determine Directors to be ‘Independent’ upon being absolutely satisfied that they were: “… free from any business or other association…that could materially interfere with the exercise of their independent judgment”. All the current Directors of the Bank have been assessed as independent Directors. In reaching that determination, the Board has taken into account (in addition to the matters set out below) the intent of each principle by reference to the broader context and arguments contained in the full ASX Council report.
20 | Unity Bank Annual Report 2022
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