BEYOND BANK AUSTRALIA LIMITED
(ACN 087 651 143)
At the conclusion of the 2025 Annual General Meeting of members (AGM), one director of Beyond Bank Australia Limited (BBA) retires by rotation in accordance with BBA’s Constitution.
There will be one vacancy on the BBA Board for which members are invited to nominate. Retiring director Mr Steve Coles (member of the Board Risk Committee (BRC) and the Board Audit Committee (BAC)) has advised he will offer himself for re-election.
Director Steve Coles
Member of the Board Risk Committee and the Board Audit Committee.
Mr Coles was first appointed to the BBA Board in September 2022. Mr Coles’ first term as a Board-appointed director ends at the conclusion of the 2025 AGM, and being eligible, he offers himself for re-election.Mr Coles has over 30 years of experience in Insurance, Financial Services and Technology gained in global financial services businesses. His prior executive roles include the Global Chief Technology Officer for Allianz.
Mr Coles has made valuable and significant contributions to the work of the BBA Board and as a member of the BRC and BAC, specifically in relation to the risk management of cyber security and in the planning and oversight of our technology and digital modernisation program. He is also a member of the Board of YOUi Insurance and a Senior Adviser at McKinsey & Co. Mr Coles resides in New South Wales.
Board composition and competencies.
The Directors have again critically reviewed the structure, composition and competencies of the BBA Board and its individual directors. Our peer-rated assessments of the skills and competencies indicate that the BBA Board is collectively and individually rated as ‘expert’ or ‘very strong’ in the core requirements of boards of banks of a similar size and complexity. We are confident that the requirements of our regulator, the Australian Prudential Regulation Authority (APRA), are being met in the composition of the current Board.
The chart below shows the results of the skills and competencies of BBA’s Board assessed during a review completed in 2025. Our assessment highlights the need to ensure the key skillsets of Banking and Technology are retained at expert levels. Accordingly, our call for nominations is targeted to these key skillsets and candidates of the highest calibre are sought.
The Board’s current diversity indicators are also shown in the chart.
Requirements for nomination.
The Board of BBA is skills-based and is committed to maintaining a mix of directors that collectively bring the required experience and skills to enable the Board to operate efficiently and effectively. APRA has advised its regulated entities of the importance of corporate governance and the need to ensure that directors possess sufficient skills and experience to ensure they will properly perform their duties.
Members considering being nominated need to be mindful that BBA is a significant financial services organisation which operates in the mutual sector and that its Board strives to ensure a mix of highly skilled and experienced directors to ensure its governance is fit for purpose. As part of the Nomination Committee’s assessment process at this election, the focus will be on candidates that, at a minimum, possess highly developed skills and demonstrated experience in Technology including strategic use of technology in service delivery and marketing, technology risk management, artificial intelligence and governance and execution of programs and procurement, together with two or more of the following areas:
• Financial Services Risk Management;
• Strategic Planning;
• Business and Commercial Experience;
• Financial Accounting and Audit;
• Corporate and Financial Governance;
• ESG;
• Risk Management;
• People Management;
• Stakeholder Engagement and Marketing; and
• Legal.
Fit and proper.
Beyond Bank, being an authorised deposit-taking institution (ADI), is subject to APRA’s Prudential Standard CPS 520 Fit and Proper (F&P Standard). The F&P Standard sets out the minimum requirements that ADIs must apply in determining the fitness and propriety of individuals who hold positions of responsibility with the ADI which includes directors.
For the purposes of determining whether a person is fit and proper to hold a responsible person position, the criteria include whether the person possesses the experience, skills, competence, character, diligence, honesty, integrity, and judgement to perform properly the duties of a director.
Financial Accountability Regime.
The Financial Accountability Regime (FAR) was introduced in September 2023.
FAR imposes a responsibility and accountability framework for entities in the banking, insurance and superannuation industries and their directors and senior executives. The FAR recognises that it is the actions of the directors and the most senior and influential executives within a business that shape the conduct of the business itself. Improving accountability within the business, therefore, requires strengthening and clarifying individual accountability.
A director’s appointment will be subject to APRA registering the successful candidate as an accountable person.
Corporations law.
Beyond Bank is also subject to the requirements of the Corporations Act 2001 (Cth) (Corporations Act) which, together with a number of common law obligations and prudential requirements, imposes specific duties and significant responsibilities and accountability on directors.
Nomination process.
In accordance with Beyond Bank’s Constitution, every candidate must submit to an interview by the Nomination Committee. The role of the Nomination Committee is to assess each candidate and determine whether it is satisfied that the person is fit and proper and, as part of this assessment, has demonstrated an ability to be a director against the Model Criteria and Board Skills and Aptitudes Matrix.
It would be prudent for any member considering whether to be nominated to acquaint themselves with the duties imposed on directors by the general law and by the Corporations Act, and also Beyond Bank’s Constitution accessible on the Beyond Bank website.
Members requiring more information, or a copy of the nomination pack, may obtain it from the Group Company Secretary, Ms Kristyn Verrall, by emailing companysecretary@beyondbank.com.au
Nominations close at 5:00pm (ACST) on 11 September 2025.
Kristyn Verrall
Group Company Secretary
