Notice of Annual General Meeting and
Explanatory Memorandum
Date of Meeting: Thursday 25 October 2012
Time of Meeting: 11:00 am (Brisbane time)
Place of Meeting: Emporium Hotel, 1000 Ann Street, Fortitude Valley, Brisbane QLD
Notice of Annual
General Meeting
Collection House Limited
ABN 74 010 230
716
Notice is hereby given
that the Annual
General Meeting of
the shareholders of
Collection House
Limited (the Company)
will be held
at the Emporium
Hotel, 1000 Ann
Street, Fortitude
Valley, Brisbane QLD
on Thursday 25
October 2012 at
11:00 am (Brisbane
time).
AGENDA
Ordinary Business
Financial Reports
To receive and
consider the Company's
Annual Report
comprising: (a) the
financial report;
and
(b) the Directors'
report; and
(c) the auditor's
report;
for the financial year
ending 30 June
2012.
Resolution 1 -
Remuneration Report
1. To consider and,
if thought fit,
pass the following
Advisory Resolution:
"That, the Remuneration
Report for the
year ended 30
June 2012 (as
set out on
pages 34 to
41 of the
Directors' Report) is
adopted."
Terms used in this
Notice of Meeting
are defined in
the "Interpretation"
section of the
accompanying Explanatory
Memorandum.
The vote on this
Resolution 1 is
advisory only and
does not bind
the Directors of
the Company.
Voting Restriction pursuant
to Section 250R(4)
of the Corporations
Act
A vote on Resolution
1 must not
be cast (in
any capacity) by
or on behalf
of either of
the following
persons:
(a) a member of
the Key Management
Personnel details of
whose remuneration are
included in the
Remuneration Report;
(b) a Closely Related
Party of such
a member.
However, the above
persons may cast
a vote on
Resolution 1 if:
(a) the person
does so as
a proxy;
(b) the vote is
not cast on
behalf of a
member of the
Key Management
Personnel details of
whose remuneration are
included in the
Remuneration Report or
a Closely Related
Party of such
a member; and
(c) either:
(1) the person is
appointed as a
proxy by writing
that specifies the
way the proxy
is to
2
vote on the
resolution; or
(2) the proxy is
the chair of
the meeting and
the appointment of
the chair as
proxy: (A) does
not specify the
way the proxy
is to vote
on the resolution;
and
(B) expressly authorises
the chair to
exercise the proxy
even if the
resolution is
connected directly or
indirectly with the
remuneration of a
member of the
Key Management
Personnel for the
Company or, if
the Company is
part of a
consolidated entity,
for the entity.
Resolution 2 -
Election of Mr
David Paul Liddy
as Director
2. To consider and,
if thought fit,
pass the following
Ordinary Resolution:
"That Mr David Paul
Liddy, a Director
appointed by the
board of Directors
since the last
annual general meeting
of the Company
and who retires
in accordance with
Article 16.4(b)(ii) of
the Company's
Constitution, and
being eligible, offers
himself for
re-election, be
re-elected as a
Director of the
Company."
Resolution 3 -
Re-election of Kerry
John Daly as
Director
3. To consider and,
if thought fit,
pass the following
Ordinary Resolution:
"That Mr Kerry John
Daly, who retires
by rotation in
accordance with
Article 17.1 of
the Company's
Constitution and,
being eligible, offers
himself for
re-election, be
re-elected as a
Director of the
Company."
General Business
To deal with any
other business that
may be lawfully
brought forward in
accordance with
the
Constitution and the
Corporations Act.
Other information:
An Explanatory Memorandum
accompanies and forms
part of this
Notice of Meeting.
Certain terms used
in this notice
are defined in
that Explanatory
Memorandum.
All Shareholders should
read the Explanatory
Memorandum carefully.
Shareholders who are
in doubt regarding
any part of
the business of
the meeting should
consult their
financial or legal
advisor for
assistance.
By Order of the
Board
Michael Watkins
Company Secretary
21 September 2012
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum
is provided to
Shareholders of the
Company to explain
the resolutions to
be approved by
the Company's
Shareholders at the
Annual General Meeting
(AGM) which is
to be held
at the Emporium
Hotel, 1000 Ann
Street, Fortitude
Valley, Brisbane QLD
on Thursday 25
October 2012 at
11:00 am (Brisbane
time).
The Directors recommend
Shareholders read the
accompanying Notice of
Meeting and this
Explanatory
Memorandum in full
before making any
decision in relation
to the
resolutions.
Consideration of Company's
2012 Annual Report
The Corporations Act
requires the financial
report, the Directors'
report and the
auditor's report to
be tabled at
the Annual General
Meeting. There is
no requirement either
in the Corporations
Act or in
the Constitution of
the Company for
Shareholders to
approve the financial
report, the Directors'
report or the
auditor's report. The
Company's 2012 Annual
Report is placed
before the
Shareholders for
discussion. No voting
is required for
this item.
Shareholders can
obtain a copy
of the Company's
2012 Annual Report
by downloading a
copy from the
Company's website: www.collectionhouse.com.au.
Resolution 1 -
Remuneration Report
In accordance with
section 250R of
the Corporations Act,
the Remuneration
Report for the
Company and its
subsidiaries is
submitted to the
Meeting for adoption
as an advisory
resolution. The
Remuneration Report is
set out on
pages 34 to
41 of the
Directors' Report
section of the
Annual Report.
The vote on the
resolution is advisory
only and does
not bind the
Directors of the
Company. The
Remuneration Report
details:
• the remuneration of
Directors;
• the remuneration of
the top 4
most highly paid
executives of the
consolidated entity;
• the remuneration of
the 4 executives
with the greatest
authority for the
strategic direction
and management of
the consolidated
entity;
• any performance
hurdles for the
exercise of options;
and
• the reasons for
the granting of
any specific short
and long-term
incentives.
Note: For the purposes
of calculating
remuneration, salary
and bonuses (including
options) are
included.
Use of Independent
Remuneration Consultants
In April 2012, the
Board, through its
Remuneration Committee,
employed the services
of Egan Associations
Pty Limited (Egan)
to review its
existing remuneration
policies and to
provide recommendations
in respect of
both executive
short-term and
long-term incentive
plan design. These
recommendations also
covered the Group's
key management
personnel. Under the
terms of the
engagement, Egan
provided remuneration
recommendations as
defined in section
9B of the
Corporations Act 2001
and was paid
$21,000 (ex GST)
for these
services.
Egan has confirmed
that the above
recommendations have
been made free
from undue influence
by members of
the Group's key
management personnel.
The following arrangements
were made to
ensure that the
remuneration recommendations
were free from
undue influence:
4
• Egan was engaged
by, and reported
directly to, the
Chair of the
Remuneration Committee.
The agreement for
the provision of
remuneration consulting
services was executed
by the Chair
of the Remuneration
Committee under
delegated authority on
behalf of the
Board.
• The report
containing the
remuneration recommendations
was provided by
Egan directly to
the
Chair of the
Remuneration Committee.
• Egan was permitted
to speak to
management throughout
the engagement to
understand Company
processes, practices
and other business
issues and obtain
management perspectives.
However, Egan was
not permitted to
provide any member
of management with
a copy of
their draft or
final report that
contained the
remuneration recommendations
before the
Remuneration Committee
considered same and
made its
determinations.
As a consequence, the
Board is satisfied
that the
recommendations were
made free from
undue influence from
any members of
the Key Management
Personnel.
The Board is also
satisfied that the
Key Management
Personnel remuneration
reward programs
represent a fair
balance between the
retention and
motivation of key
executives and staff
with the need
to demonstrate a
clear alignment
between employee
participation and
improving company
performance and
enhancing shareholder
value.
Key Management Personnel
have been responsible
for delivering to
Shareholders five (5)
consecutive years of
improved performance
and earnings growth
for the Company.
The Company will allow
a reasonable
opportunity for the
Shareholders to ask
questions about, or
make comments on,
the Remuneration
Report.
The Board unanimously
recommends that
Shareholders vote in
favour of adopting
the Remuneration
Report.
Voting restrictions on Key Management Personnel and their proxies and Closely Related Parties
Members of the Key
Management Personnel
and their proxies
and Closely Related
Parties are restricted
from voting on
a resolution (Voting
Restriction) put to
Shareholders that the
remuneration report of
the Company be
adopted. Key
Management Personnel
are those persons
having authority and
responsibility for
planning, directing
and controlling the
activities of the
entity, directly or
indirectly, including
any director (whether
executive or
otherwise) of that
entity.
The Voting Restriction
does not apply
where:
(a) the chairperson or
any other member
of the Key
Management Personnel
is appointed in
writing (by a
shareholder who is
not a member
of the Key
Management Personnel
or a Closely
Related Party of
Key Management
Personnel) as a
proxy (Management
Proxy) with specific
instructions on how
to vote on
a resolution to
adopt the remuneration
report of the
Company; or
(b) the chairperson is
appointed in writing
(by a shareholder
who is not
Key Management
Personnel or a
Closely Related Party
of Key Management
Personnel) as a
proxy with no
specific instructions
on how to
vote on a
non-binding shareholder
vote on remuneration,
where the shareholder
provides express
authorisation for the
chairperson to do
so.
Shareholders should be
aware that any
undirected proxies
given to the
Chairperson will be
cast by the
Chairperson and counted
in favour of
the resolutions the
subject of this
Meeting, including
this Resolution
1, subject to
compliance with the
Corporations Act.
Resolution 2 -
Election of Mr
David Paul Liddy
as Director
The Company's Constitution
requires directors who
are appointed during
the year to
retire at the
first annual general
meeting held after
their appointment.
Such retiring
directors are eligible
for re-election.
5
This resolution seeks
Shareholder approval
of the re-election
of Mr Liddy,
who was appointed
by the
Directors to the Board
of Directors since
the last annual
general meeting.
Experience
The Company's Board
supported Mr Liddy's
nomination by the
then Chairman, Mr
John Pearce. Mr
Liddy is a
well known business
leader, with an
executive career
covering 40 years
in banking, most
recently as MD
and CEO of
the S&P/ASX 100
company Bank of
Queensland Limited
(BOQ) before his
retirement in August
2011. Prior to
joining BOQ, Mr
Liddy spent 33
years at Westpac
Banking Corporation.
Mr Liddy brings to
the Company not
only a wealth
of knowledge and
experience but, new
ideas and contacts,
which will help
drive the Company
to the next
level of market
maturity.
Mr Liddy is also
Chairman of Financial
Basics Foundation and
Financial Basics
Community Foundation,
a Director of
AEIOU, a non
Executive director of
Adept Solutions
Limited, a Senior
Fellow of the
Financial Services
Institute of
Australasia and a
Fellow of the
Australian Institute
of Company Directors.
He was also
recently Deputy
Chairman, Australian
Bankers' Association
and on the
Boards of such
charities as Royal
Children's Hospital
Foundation (Qld) and
Wesley Research
Institute.
Mr Liddy was appointed
by the Board
on 27 March
2012 in accordance
with the
Constitution.
The Directors (with Mr
Liddy abstaining)
recommend that you
vote in favour
of this Ordinary
Resolution.
Resolution 3 -
Re-election of Kerry
John Daly as
Director
In accordance with the
requirements of the
Company's Constitution
and the ASX
Listing Rules,
one-third of the
directors of the
Company (other than
the managing director
and excluding any
director appointed
since the last
annual general
meeting) and those
who were re-elected
more than three
years ago retire
from office at
this AGM and,
being eligible, offer
themselves for
re-election.
This resolution seeks
Shareholder approval
of the re-election
of Mr Daly,
who retires by
rotation in accordance
with the Company's
Constitution.
Experience
Mr Daly has over
30 years experience
in the financial
services sector. Mr
Daly was elected
a Director of
Collection House
Limited on 30
October 2009. During
the period 1987
to December 2000,
Mr Daly was
Managing Director and
Chief Executive
Officer of The
Rock Building Society
Limited where he
initiated its
demutualisation and
was responsible for
its ASX listing.
From January 2001,
he was appointed
an Executive Director
of the fixed
interest brokerage and
investment banking
business Grange
Securities Limited. Mr
Daly is currently
a non-executive
Director of Trustees
Australia Limited.
The Directors (with Mr
Daly abstaining)
recommend that you
vote in favour
of this Ordinary
Resolution.
Interpretation
In this Explanatory
Memorandum:
ASIC means the
Australian Securities
and Investments
Commission;
ASX means the ASX
Limited ABN 98
008 624 691;
Board means the board
of directors of
the Company;
Closely Related Party
(as defined in
the Corporations Act)
of a member
of the Key
Management
Personnel for an
entity means:
(a) a spouse or
child of the
member; or
6
(b) a child of
the member's spouse;
or
(c) a dependant of
the member or
the member's spouse;
or
(d) anyone else who
is one of
the member's family
and may be
expected to influence
the member, or
be influenced by
the member, in
the member's dealings
with the entity;
or
(e) a company the
member controls;
or
(f) a person
prescribed by
regulation under the
Corporation Act for
the purposes of
the definition of
closely related party
under the Corporations
Act;
Company means Collection
House Limited ABN
74 010 230
716;
Corporations Act means
the Corporations Act
2001 (Cth) as
amended from time
to time;
Directors means directors
of the Company;
Explanatory Memorandum means
this explanatory
memorandum accompanying
the Notice of
Meeting;
Key Management Personnel
has the definition
given in the
accounting standards
as those persons
having authority and
responsibility for
planning, directing
and controlling the
activities of the
entity, directly and
indirectly, including
any director (whether
executive or
otherwise) of that
entity;
Listing Rules means
the official listing
rules of the
ASX;
Meeting or Annual
General Meeting or
AGM means the
Annual General Meeting
of Shareholders to
be held at
the Emporium Hotel,
1000 Ann Street,
Fortitude Valley
Brisbane Queensland on
25 October 2012
at 11:00am (Brisbane
time);
Notice of Meeting
means the notice
of meeting convening
the Meeting and
the Explanatory
Memorandum;
Ordinary Resolution means
a resolution passed
by more than
50% of the
votes cast at
a general meeting
of shareholders;
Resolution means a
resolution to be
proposed at the
Meeting;
Share means an
ordinary fully paid
share in the
issued capital of
the Company;
Shareholder means a
holder of Shares
in the Company;
Special Resolution means
a resolution passed
by at least
75% of the
votes cast at
a general meeting
of shareholders.
Any inquiries in
relation to the
Resolutions or the
Explanatory Memorandum
should be directed
to Mr
Michael Watkins, the
Company Secretary:
PO Box 2247
Fortitude Valley BC
QLD 4006
Australia
Tel: +61 7 3100
1229
Fax: +61 7 3414
7525
7
VOTING ENTITLEMENTS
Pursuant to Regulation
7.11.37 of the
Corporations Regulations,
the Directors have
determined that the
shareholding of each
shareholder for the
purpose of
ascertaining the
voting entitlements
for the Annual
General Meeting will
be as it
appears in the
Share Register at
7:00 pm AEST
on Tuesday 23
October
2012.
How to Vote
You may vote by
attending the General
Meeting in person,
by proxy or
by authorised
representative. (a)
Voting in Person
To vote in person,
attend the General
Meeting on the
date and at
the place set
out above. Members
who are a
body corporate are
able to appoint
representatives to
attend and vote
at the meeting
under Section
250D of the
Corporations Act 2001
(Cth). If a
representative of a
company is appointed
a "Certificate of
Appointment of
Corporate Representative"
should be produced
prior to the
meeting. A form
of the certificate
may be obtained
from the Company's
Share Registry,
Computershare Investor
Services Pty Limited,
by contacting
Computershare (details
on the enclosed
Proxy).
(b) Voting by
Proxy
A member entitled to
attend and vote
at the meeting
is entitled to
appoint a proxy
to vote on
their behalf. Where
a member is
entitled to cast
two or more
votes, they may
appoint two proxies
and may specify
the proportion or
number of votes
each proxy is
appointed to exercise.
Where the appointment
does not specify
the proportion or
number of votes
each proxy may
exercise, each proxy
may exercise half
of the votes.
A proxy need
not be a
member of the
Company.
Instructions on how to
sign the proxy
are set out
on Page 1
of the enclosed
proxy. The proxy
form must be
deposited by 11.00am
on Tuesday, 23
October 2012 in
accordance with the
instructions contained
in the proxy.
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ABN 74 010 230 716
T 000001 000 CLH MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Lodge your vote: