Call for Director Nominations

CALL FOR NOMINATION FOR QBANK BOARD OF DIRECTORS

Overview

The Board is required to ensure election processes are fair and equitable to all nominees. Nominees are required to understand the obligations and responsibilities of Board membership. The following is provided to assist nominees in that process.

Commitment

QBANK Directors are required to attend meetings of the Board as follows:

• Every month except January and August
• Strategy Planning Day in February
• Annual General Meeting in November
• Special meetings, as required and determined by the Board

QBANK Directors are also required to serve on one or more Board Committees. Committee meetings are held between 4 and 6 times per year and on different dates to Board meetings. Directors are expected to be prepared for, and participate in, the business of all meetings.

Directors are expected to attend all Board and Committee meetings in person, unless leave is granted by the Board. Remote attendance is accepted in exigent circumstances only.

From time to time, Directors are required to represent QBANK at Member community activities and events.

Eligibility

The QBANK Constitution provides that, in order to be eligible, you must be a shareholding member of QBANK or the representative of a Body Corporate shareholding member.

In accordance with Clause 13.2 of the Constitution, persons are not eligible to be a Director if they are:

• A minor;
• An employee of QBANK, subject to certain exceptions;
• Bankrupt, or have applied to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounded with creditors, or made an assignment of remuneration for their benefit;
• Prohibited from being a Director of a Body Corporate by the Corporations Act;
• Have been convicted in the last 10 years of:
  ○ an indictable offence in relation to the promotion, formation or management of a Body Corporate;
  ○ an offence involving fraud or dishonesty;
  ○ any prescribed offence;
• A member whose voting rights have been suspended;
• An Officer (which includes a Director, Secretary, Executive or Employee) of any body, entity or business in competition with QBANK in providing like services to persons eligible for membership of QBANK;
• A person who, at any time in the previous 3 years, was employed as a senior manager of QBANK; or
• A person who the Board has determined does not meet the requirements of the QBANK Fit and Proper Policy (referred to below).

Regulatory Oversight - APRA and ASIC

QBANK is regulated by the Australian Prudential Regulatory Authority (APRA) and the Australian Securities and Investments Commission (ASIC). APRA is responsible for prudential supervision and in that capacity for promulgating “Prudential Standards” with which mutual banks such as QBANK must comply. ASIC is responsible for regulating Corporations Law and our two licences – Australian Financial Services Licence and the Australian Credit Licence. Applicants are encouraged to make their own enquiries of the two regulatory bodies for information relating to Directors’ responsibilities.

Fit and Proper Policy

APRA’s Prudential Standards include CPS 520 - Fit and Proper, which requires an ADI to have a documented policy relating to the fitness and propriety of Directors and certain other senior people.

QBANK’s Fit and Proper Policy provides that candidates seeking appointment as a QBANK Director must be assessed as possessing the competence, character, diligence, honesty, integrity and judgment to properly perform the duties associated with the position of Director. Annexure B to the Fit and Proper Policy outlines criteria to enable this assessment including a requirement for Director candidates to demonstrate that they possess skills which are identified by the Board as required by reference to the Board Skills Matrix. Candidates are advised that the Board has determined that the skills required by Candidates for the 2026 Director Ballot are:

• Strategic experience, including translation into plans and policy
• A sound understanding of the principles and practice of governance
• Executive capabilities, including demonstrable literacy in financial statements & metrics
• A sound understanding of risk identification and mitigation processes
• A sound understanding of IT, both as a User and as organizational infrastructure

See this link to QBANK Fit and Proper Policy.

Director Duties

Directors owe a fiduciary duty to their organisation, meaning they have special obligations to the organisation because they occupy a position of trust. 

Sections 180-184 and 191-195 of the Corporations Act contain the primary duties of a Director. Key points from these sections include

• s180 — Directors must exercise reasonable care and diligence, and conflicts may negate reliance on the business judgment rule.
• s181 — Directors must act in good faith in the company’s best interests and for a proper purpose, not allowing personal interests to influence their decisions.
• s182 — Directors must not improperly use their position to gain an advantage for themselves or others or to cause detriment to the company.
• s183 — Directors must not improperly use information obtained through their role to gain an advantage or cause detriment, even after leaving office.
• s191 — Directors must disclose any material personal interest in matters relating to the company’s affairs to the board.

Financial Accountability Regime (FAR)

Directors also have obligations as Accountable Persons under the FAR Act 2023 (Cth).  These include to conduct the responsibilities of a Director of an ADI:

• By acting with honesty and integrity, and with due skill, care and diligence
• By dealing with APRA in an open, constructive and co-operative way
• By taking reasonable steps in conducting those responsibilities to prevent matters from arising that would adversely affect the prudential standing or the prudential reputation of QBANK.

Directors are required to sign a FAR Accountability Statement. See this link to a sample QBANK FAR Accountability Statement.

Board Charter and Code of Conduct

Before applying to become a Director, you should familiarise yourself with the Board Charter and Directors’ Code of Conduct. These policy documents contain important information regarding QBANK’s governance structures and Director requirements.  All nominees will need to acknowledge and accept the obligations in these policies.

Director Identification Number (DIN)

Directors of an Australian Company must have a DIN. If you do not currently have a DIN, you will need to obtain one before becoming a Director of QBANK. Further information is available here: https://www.abrs.gov.au/director-identification-number. 

To Nominate - Action Required

If you are eligible and wish to nominate as a Director candidate, you are required to provide:

1. Per the QBANK Constitution, a completed Director Nomination Form endorsed by five shareholding members.

2. Your resume, including three referees we may contact to verify your professional history.

3. A 100-word statement to be considered by members in the election process.

This statement is to present a brief of the qualifications and experience you believe would add value to the Board. Please include post-nominals and qualifications and be clear on how you want your name presented.  QBANK is not responsible for misunderstandings regarding your statement, or for correcting spelling, grammatical or other errors.   If you are successful for inclusion in the Director election, this statement will be provided to members in the Director ballot process.

4. A completed Declaration by Director Nominee.

5. A completed Consent to be a Director and to Background Checks.

Prior to your nomination being confirmed, our background checks service provider will contact you by email to request the information required for our checks. Failure to respond by the due date may result in your nomination being rejected.

The above documents are to be forwarded to:

1. The Company Secretary, Bernard Luton

Address: Level 1, 231 North Quay, Brisbane, Queensland 4000

E-mail: bernard.luton@qbank.com.au

2. If emailed, please CC the Returning Officer, Ms Tiarne Byrne at

meetings.au@cm.mpms.mufg.com

Documents should be provided as soon as possible to enable review of your nomination in time for the 2026 Director Ballot. In all circumstances, nominations close at 5.00 pm on Monday 21 September 2026. Applications received after this time cannot be considered. Accordingly, early provision of documentation is encouraged.

Nominations Committee

To comply with APRA Prudential Standard CPS 520 (referred to above), an independent Nominations Committee will conduct Fit and Proper assessments, including interviews, of each nominee. Interviews will take place on Wednesday 23 September 2026.  Nominees must be available to attend an interview on that day for your application to be considered.  At its absolute discretion, and to accommodate Nominations Committee workload, the Board may consider nominee interviews earlier than Wednesday 23 September 2026. Following the interviews, a recommendation regarding your fitness and propriety will be made to the Board.  If the number of candidates deemed fit and proper exceeds the number of Directors to be elected (two), a ballot will be conducted.

Further Information

For further information, you may contact the Company Secretary on ph. 0439 131 132 or bernard.luton@qbank.com.au.