This Explanatory Memorandum is intended to provide shareholders with important background information in relation to each item of business. It should be read in conjunction with the Notice of Meeting.
A. Financial and Statutory Reports (not voted on)
The Consolidated Group's Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2020 will be laid before the AGM, as required by section 317 of the Corporations Act 2001 (Cth) (Corporations Act). The Corporations Act does not require a vote of shareholders on these reports.
The Consolidated Group's 2020 Annual Report (which includes the Financial Report, Directors' Report and Auditor's Report) is available on the Company's website at: https://www.platinum.com.au/PlatinumSite/media/Financial-Statements/ptm_0620.pdf
Shareholders will be given a reasonable opportunity during the AGM to ask questions and make comments in relation to the financial and statutory reports, and the business and management of the Company.
Shareholders will also be given a reasonable opportunity to ask a representative from the Company's auditor, PricewaterhouseCoopers, questions relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in the preparation of financial statements and/or the independence of the auditor in relation to the conduct of the audit.
B. Items for Approval
Resolution 1 - Re-election of Guy Strapp as a Director
Rule 3.3 of the Company's Constitution provides that the Board may appoint a person to be a Director at any time except during a general meeting of shareholders. Any Director so appointed, automatically retires at the next annual general meeting and is eligible for re-election at that general meeting.
Guy Strapp joined the Board as an independent Non-Executive Director, member of the Nomination and Remuneration Committee and member of the Audit, Risk and Compliance Committee on 27 August 2020.
Mr Strapp is retiring from office, in accordance with rule 3.3 of the Company's Constitution, and offers himself for re-election. If re-elected, Mr Strapp will become Chairman of the Company with effect from 21 November 2020.
A summary of Mr Strapp's qualifications and experience is detailed below.
Guy Strapp BCom, Dip AF&I, CFA
Independent Non-Executive Director since 27 August 2020
Mr Strapp has over 35 years' financial services experience having worked in a variety of roles in Australia and abroad at Bank of America, JP Morgan Investment Management, Citigroup Asset Management and BT Financial Group. More recently, he held the positions of CIO and CEO of Eastspring Investments (formerly Prudential Asset Management) in Hong Kong. Mr Strapp brings to the Board his extensive local and international experience in asset management, gained on both the investment and distribution side of the business. Mr Strapp is also the Chairman for the Australian wealth manager, First Samuel Limited.
Each member of the Board (other than Mr Strapp who has abstained) unanimously recommends that shareholders vote FOR the re-election of Mr Strapp as a Director of the Company.
Resolution 2 - Re-election of Stephen Menzies as a Director
Rule 3.6(b) of the Company's Constitution provides that a Director may retire and seek re-election at an annual general meeting before the time required by rule 3.6 (a).
Stephen Menzies joined the Board as an Independent Non-Executive Director on 11 March 2015. Stephen Menzies is the Chair of the Nomination and Remuneration Committee and member of the Audit, Risk and Compliance Committee.