CALL FOR NOMINATIONS FOR DIRECTOR
2025 ELECTION OF DIRECTORS
In accordance with the company’s Constitution one Member - elected Director position will become vacant when the term of office of Patricia Nellie O’Callaghan expires at the end of the 2025 Annual General Meeting.
Patricia Nellie O’Callaghan is offering herself for re-election.
Nominations are invited from eligible members to stand as candidates for Director.
If there is more than one (1) candidate, an election is required for that position.
The forms and information required to nominate are available at the Bank’s Registered Office located at Level 1 of Queensland Country Centre, 333 Ross River Road, Aitkenvale or by contacting the Company Secretary on 07 4412 3728. Nominations must be received at the below address by no later than 5.00pm on Friday, 12 September 2025.
The Returning Officer
Queensland Country Bank Limited
PO Box 679, AITKENVALE QLD 4814
ABOUT THE BOARD
The Board of Queensland Country Bank Limited currently comprises 7 directors: 4 member-elected directors, namely Lewis Ramsay (Chair), Greg Nucifora, Patricia O’Callaghan, and Aileen Cull, 2 Board-appointed directors namely Karl Grant and Sean Kelly, and 1 director, Lauren Shepherd, who was recently appointed by the Board to fill a casual vacancy arising from the retirement of member-elected director John Weier.
The term of office for Director JOHN WEIER was due to expire at the conclusion of the 2027 Annual General Meeting. However, on 30 July 2025 John Weier retired as Director of the Bank.
On 31 July 2025, the Board appointed LAUREN LEE SHEPHERD for the period 31 July 2025 to 27 November 2025 pursuant to clause 50.1 of the Constitution, which allows for the Board to appoint a person as a Director to fill a casual vacancy. Pursuant to clause 50.2, term of office for a Director appointed to fill a casual vacancy ends at the end of the next annual general meeting. A resolution will be sought at the AGM on 27 November 2025, to approve the appointment of Lauren Shepherd to extend the term of her appointment to the end of the AGM in 2027 (the end of the term of the vacant office of John Weier).
The term of office of Greg Nucifora as a member-elected director expires at the end of the 2025 Annual General Meeting. In accordance with Clause 50A of the Constitution, the Board intends not to fill Gregory Nucifora’s member-elected role and to instead appoint a person as a member of the Board who has the skills and expertise that are required to benefit the Board. It has been identified that the Board requires a person with strategic marketing and communications, financial literacy and financial industry experience. The Board can make this appointment noting that the number of member-elected directors on the Board will continue to exceed the number of board appointed directors.
The Board notes the eight proposals made in APRA’s Governance Review Discussion Paper to strengthen APRA’s core prudential standards and guidance on governance. The Board remains committed to best practice corporate governance at Queensland Country.
Members who are considering nominating should be aware of the significant statutory responsibilities and necessary time commitment required to act in the office of Director.
In order to nominate, a candidate must be eligible for election under Clause 48 (Qualification) of the Bank’s Constitution, be nominated by two (2) Members, consent to the nomination and to an assessment under the Bank’s Fit and Proper Policy in the terms required by the Bank and give the Returning Officer a notice of nomination and declaration complying with Schedule 2 of the Bank’s Constitution before nominations close.
APRA's Prudential Standard CPS 520 Fit and Proper, requires all nominees to be assessed as having the required fitness and propriety to hold the position of Director. Nominees will be required to provide a Statutory Declaration and Consent Form allowing the Returning Officer to collect the necessary personal information to make this assessment.
The Board is pursuing a candidate with experience in:
- Strategic Marketing and Communications
- Financial Literacy
- Finance Industry
- Director role/s and governance accreditation such as AICD Company Directors Course or equivalent qualification
By Order of the Board
Lisa Parker
Company Secretary
31 July 2025