Corporate Governance Statement
The Board took into account whether each Director:
• is, or has been, employed in an executive capacity by the entity or any of its child entities and there has not been a period of at least three years between ceasing such employment and serving on the board;
• receives performance-based remuneration (including options or performance rights) from, or participates in an employee incentive scheme of, the entity;
• is, or has been within the last three years, in a material business relationship (e.g. as a supplier, professional adviser, consultant or customer) with the entity or any of its child entities, or is an officer of, or otherwise associated with, someone with such a relationship;
• is, represents, or is or has been within the last three years an officer or employee of, or professional adviser to, a substantial holder;
• has close personal ties with any person who falls within any of the categories described above; or
• has been a director of the entity for such a period that their independence from management and substantial holders may have been compromised.
The Bank does not consider that term of service on the Board is a factor affecting a Director’s ability to act in the best interests of the Bank. Independence is judged against the ability, integrity and willingness of the Director to act. A number of Directors are Officers, Directors or Alternate Directors of the superannuation funds Mine Super and Maritime Super and unions (MUA and CFMMEU) which serve the maritime and mining industries or Carrington Centennial Care. These associations are detailed under Information on Directors . In assessing these relationships, the Board considered the nature of the customer relationships between the relevant organisations and the Bank, the ‘materiality’ of any relationship and the nature of each Director’s personal role and position in those organisations, both generally and with specific regard to matters relating to the customer relationships between those organisations and the Bank. By adopting this dual perspective, the Board’s broad aim was to determine whether or not any current Directors have (or could reasonably be perceived to have) a conflict of interest due to their relationships with certain customers of the Bank. More specifically, the Board sought to determine whether the concurrent existence of the applicable ‘customer’ and personal relationships were of a kind that could materially interfere with the relevant Directors exercising their independent judgment when fulfilling their roles on the Board. The Board determined that it does not consider it would be appropriate for it to conclude (as a necessary consequence of those customer relationships) that these Directors should be regarded as non-independent.
Unity Bank Annual Report 2022 | 21
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