The P&N Bank Board of Directors is responsible for the Corporate Governance of P&N and its controlled entities. The Board manages the business in accordance with its policies, legislation, APRA prudential requirements and the Constitution of P&N.
To ensure the Board can fulfil its responsibilities and comply with policies and ethical standards, a Board approved Code of Conduct and Board Charter are in place. These provide a framework for ensuring internal control and business risk management processes are adequate.
Shareholding members have the right to vote and participate in the election of Directors to the P&N Board.
The Corporate Governance responsibilities of the Board include:
The Board's composition, meetings and conduct are determined in accordance with the Constitution of P&N Bank and the following:
The Directors have established a comprehensive induction program for newly elected or appointed Directors. The program assists new Directors to gain an understanding of the role of a Director of P&N and the financial environment in which it operates.
The Directors also participate in further education to ensure that, in accordance with both strategic and regulatory business, they are capable of the responsibilities of their office.
Board members are remunerated as per the Constitution of P&N. The total remuneration for the Board is determined each year by the shareholders at the Annual General Meeting and divided amongst the Directors in such a manner as the Board determines. The total remuneration may not exceed the amount determined at the Annual General Meeting.
The Board has an Audit Committee and a Risk Committee to assist in the execution of its responsibilities. The Committees comprise of up to three Directors and each has written Terms of Reference outlining the role and responsibilities of the Committee to assist the Board in relation to some of the following:
The Board has established a Board Governance & Remuneration Committee. This Committee assists by providing informed feedback to the Board on the Board’s performance and on remuneration matters. The Committee comprises up to 3 Directors and has a written Terms of Reference outlining the role and responsibilities of the Committee to assist the Board in relation to some of the following:
Board members are expected to act in accordance with the Board approved Code of Conduct and Conflicts of Interest Policy. Any Board member who has a material pecuniary or non pecuniary interest in any matter before the Board will neither be present at the Board meeting whilst the matter is considered nor vote on the matter.
P&N Bank voluntarily subscribes to, and is committed to complying with, the Customer Owned banking Code of Practice. As a member owned bank we place value on improving the financial wellbeing of our individual members and their communities. In adopting the code we agree to provide the higher standards and additional requirements set out in the code. Learn more about the code here.
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