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201 Annual General Meeting Attendance in person: Sydney Office, Level 2, 36 – 42 Chippen Street, By videoconference or teleconference: 7:30 PM Friday, October 201
2015 Annual General Meeting
Attendance in person:
Sydney Office, Level 2, 36 – 42 Chippen Street, /ƘƛLJLJŜƴŘŀƭŜ b{²
By videoconference or teleconference:
¢ƻ Ƨƻƛƴ ōȅ ǾƛŘŜƻ ŎƻƴŦŜNJŜƴŎŜ Ǝƻ ǘƻΥ ƘǘǘLJΥκκǎŘǎΦƎLJǎȅƴŜNJƎȅΦŎƻƳΦŀdzκǎŎƻLJƛŀΚL5ҐснлмϝϝϝмтуфϧŀdzǘƻƧƻƛƴ ¢ƻ Ƨƻƛƴ ōȅ ǘŜƭŜŎƻƴŦŜNJŜƴŎŜ Ǝƻ ǘƻΥ όлнύ уофс фпун tLb ŎƻŘŜΥ мтуфІ
7:30 PM Friday, 30 October 2015
AGENDA
Annual General Meeting
GP Synergy Level 1/36-42 Chippen St Chippendale NSW 2008Friday, 30 October 2015
7:30 PM 1. Present
1.1. Proxy appointments Attachment: 39 of 43
2. Apologies
3. In Attendance
4. Declarations of Interest
5. Minutes of the annual general meeting held 24 October 2014 1 of 43
6. Ordinary Resolution
6.1. That the Director's Report and Declarations for the period ending 30 June 2015 be adopted
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6.2. That the Auditor's Independence Declaration and Auditors Report for the period ending 30 June 2015 be adopted.
6.3. That the Statement of Financial Position for the period ending 30 June 2015 be adopted.
6.4. That the Statement of Comprehensive Income and notes to the financial statement as at 30 June 2015 be adopted.
7. Election of directors 31 of 43
8. Close
MINUTES
Annual General Meeting
GP Synergy level 2 / 36-42 Chippen St Chippendale NSW 2008Friday, 24 October 2014
7:30 PM
Block Motions Indicated by **
1. Present
A/Prof. Lyn Fragar AO (LF) [Chair]Australian College of Rural and Remote Medicine (by Proxy: Chair) Barwon Division of General Practice (by proxy: Chair)Central Sydney General Practice Network (by Proxy: Dr Aline Smith) Inner West Sydney Medicare Local Ltd (Dr Aline Smith)National GP Supervisor Association (Dr Jacqueline Korner)South Eastern Sydney Medicare Local (Dr Wayne Cooper)Sydney North Shore and Beaches Medicare Local (Dr Harry Nespolon)Sydney South West GP Link Limited (Dr Sayeed Khan)University of New South Wales (Prof Siaw-Teng Liaw)University of Western Sydney, School of Medicine (Professor Jennifer Reath)
1.1. Proxy appointments
Dr Aline Smith: Proxy for Central Sydney General Practice Network (vote on resolutions is NOT DIRECTED)Chair: Proxy for the Australian College of Rural and Remote Medecine (ABSTAIN on resolutions)Chair: Barwon Division fo General Practice (vote directed FOR resolutions)
2. Apologies
Dr Charlotte Hespe (Director)Dr Narelle Shadbolt (Director)
3. In Attendance
Damon ReesDr Rosa CanaleseMr David AnsonKate Froggatt (Minutes)John Oldfield (Company Secretary | CEO)Bruce Howle (Auditor)
4. Declarations of Interest
None declared
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5. Minutes of the Previous Meeting
The minutes of the GP Synergy Annual General Meeting, 25 October 2013, were tabled and noted.
6. Ordinary Resolutions
6.1. That the Directors Report and Declarations for the period ending 30 June 2014 be adopted
It was resolved that Directors Report and Declarations for the period ending 30 June 2014 be adopted.
Moved : Dr Harry Nespolon
Second : Dr Wayne Cooper
Carried : By majority vote
Abstained : Chair
6.2. That the Auditors Independence Declaration and Auditors Report for the period ending 30 June 2014 be adopted
It was resolved that the Auditors Independence Declaration and Auditors Report for the period ending 30 June 2014 be adopted
Moved : Dr Harry Nespolon
Second : Dr Wayne Cooper
Carried : By majority vote
Abstained : Chair
6.3. That the Statement of Financial Position for the period ending 30 June 2014 be adopted
It was resolved that the Statement of Financial Position for the period ending 30 June 2014 be adopted
Moved : Dr Harry Nespolon
Second : Dr Wayne Cooper
Carried : By majority vote
Abstained : Chair
6.4. That the Statement of Comprehensive Income and notes to the financial statement as at 30 June 2014 be adopted
It was resolved that the Statement of Comprehensive Income and notes to the financial statement as at 30 June 2014 be adopted
Moved : Dr Harry Nespolon
Second : Dr Wayne Cooper
Carried : By majority vote
Abstained : Chair
7. Election of directors
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The Company Secretary John Oldfield, advised the meeting that the number of candidates nominated were equal to the positions vacated and therefore a ballot was not necessary. He declared the following candidates as directors passed:
Dr Ian KamermanDr Harry NespolonProfessor Siaw-Teng Liaw
8. Close
The meeting closed at 7:45pm
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GP SYNERGY LIMITED ABN 62 099 141 689
20
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 (CONTINUED)
17. Post reporting date events
As part of the May 2014 Federal Budget, the Commonwealth Government announced its intention to rationalise the administration and delivery of the Australian General Practice Training Program (AGPT). On 1 January 2015 Regional Training Provider (RTP) contracts, which expire on 31 December 2015, have been novated to the Department of Health. In doing so General Practice Education and Training Limited (the program manager) was abolished. GP Synergy participated in the competitive tender process which opened 29 May 2015. In its submission, GP Synergy has deposited a tender response for each separate training boundary in NSW, and combinations thereof.
It is expected that the outcome of tender will be announced sometime between 10 August 2015 and early October 2015.
No other adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.
18. Member guarantee
The company is limited by guarantee. If the company is wound up, the articles of association state that each member is required to contribute a maximum of $10 each towards meeting any outstanding obligation of the company. The number of members as 30 June 2015 is 25 (2014: 24).
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GP Synergy Limited
ACN 099 141 689 (Company)
John Oldfield | Company Secretary
Email: [email protected] | Fax: (02) 9818 3311
Postal Ballot Form
Return date: close of business 5:00pm, 23 October 2015.
I/We1_________________________________________________________________
of____________________________________________________________________
being a member/members of GP Synergy Limited in relation to the Annual General Meeting (AGM) of the Company to be held at Level 2, 36-42 Chippen Street, Chippendale NSW at 7:30pm, on Friday
30 October 2015 or at any adjournment of that meeting, lodge the following postal ballot.
Ordinary Resolutions
7. Election of directors
Nominating Member
Organisation
Nominee To vote FOR a nominee, please mark (“X”) alongside the name of up to THREE (3) persons listed.
(Forms marked incorrectly will be invalid)
University of Notre Dame Australia
Dr Aline Smith
Australian College of Rural and Remote Medicine
Dr Warwick Yong
Inner West Sydney Medicare Local
A/Prof. Lyn Fragar AO
Central Sydney GP Network
Dr Charlotte Hespe
The University of Sydney Dr Fiona Robinson
Tamworth Aboriginal Medical Service
Mr Craig Hocking
1 Name of Member organisation
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Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executed by2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . acting by the following persons or, if the seal is affixed, witnessed by the following persons:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of director
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of director/company secretary
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of director (print)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of director/company secretary (print)
- OR -
Signed for and on behalf of (Company Name) in the presence of:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of witness
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of authorised person
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of witness (print)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of authorised person (print)
Please return to:
John Oldfield | Company Secretary
Email: [email protected] Fax: (02) 9818 3311
2 Insert the name of Member company
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Member Organlsatlon
l{ame of Nominee
Contod detdils (Nominee) Phone Ocrr ( c+36 9'7i
Letter of nomination I for the position of director, 2015
-lRrnr,Lro4str Agn4rar^lnc /lesrs.ac Seavrc-eAddress ,q sHr&tZ: _bC-
G,nzrLrraad FISG-u) Q3ele-)
Emait 4a4\d^ @ +r.r"rts. c)rq .a,^-t_
Plefic €nbr hcrc detalb ln rupDort of vour nomlnrdon:
Thank you for this opportunity to submit a lctter of support in relation to the nomination of Cnig
Hocking for the position of Director with GP Synergy.
As an experienced and respected member of an Aboriginal Community Controlled Health Service,
Craig brings a wealth of experience to TAMS and the Aboriginal Health Sector. His qualifications,
which include Diploma of Aboriginal Studies, Diploma of Business Management and Diploma in
Human Resource Management, would enable him to be a positive influence in the position ofDirector with GP Synergy if he was to be successful. He has worked in the Aboriginal Health Sector
for a period of 8 years and has held numerous positions at local and regional levels, and now as the
Chief Executive fficer of Tamworth Aboriginal Health Service.
Tamworth Aboriginal Medical Service has a long history of working in partnership with GP Synergy
and I believe that Cnigis appointment would strengthen this relationship, but alrc strengthen the
relationship with the Aboriginal Sector as a whole.
As the Chairperson of Tamworth Aboriginal Medical Service and on behalf of the Board of Directors, I
am glad to support his nomination.
Tamworth Aboriginal Medical Service
wte fut ArtC ?oo-
Plea1r3r€tumto: C/o: TheCompanySecretary,GPSynoryyumibd lantall: [email protected] lfax (02)98f83311
NOMINATION AND CONSENT FORMS ARE DUE BY: 18 SEPTEMBER 2OI5
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119432789 \ 0466655 \ DAS01 1
GP Synergy Limited ACN 099 141 689
(Company)
John Oldfield | Company Secretary
Email: [email protected] | Fax: (02) 9818 3311
Proxy Form
Proxy forms must be received by the Company Secretary no later than close of business 5:00pm, 28 October 2015.
I/We1_________________________________________________________________
of____________________________________________________________________
being a member/members of GP Synergy Limited appoint as my/our proxy2___________
of3___________________________________________________________________
or in his/her absence4, ___________________________________________________
of5___________________________________________________________________
or in his/her absence, or if you do not choose a proxy, the chairperson of the general meeting of the Company to be held at the Sydney Office: Level 2, 36 – 42 Chippen Street Chippendale NSW at 7:30pm, on 30 October 2015 or at any adjournment of that meeting.
If the chairperson of the general meeting of the Company is appointed as proxy, the following is a statement of the chairperson’s voting intentions in relation to undirected proxies
:
Statement: If appointed as proxy, the Chair has elected to abstain on any vote that is undirected.
If you do not wish to direct your proxy how to vote, please place a mark in the box: 6
Ordinary Resolutions
1 Name of Member organisation 2 Insert the name of the proxy desired in the space provided 3 Insert the address of the proxy desired in the space provided 4 Insert name of alternate proxy, should the initial appointee be unable to attend the meeting
(OPTIONAL) 5 Insert address of alternate proxy, should the initial appointee be unable to attend the meeting
(OPTIONAL) 6 By marking this box, you acknowledge that the Proxy may exercise your vote even if s/he has an
interest in the outcome of the resolution and votes cast by him/her other than as proxy holder will be disregarded because of that interest.
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119432789 \ 0466655 \ DAS01 2
Resolution Number 7
It is resolved that:
For Against Abstain
6.1. That the Directors Report and Declarations for the period ending 30 June 2015 be adopted.
6.2. That the Auditors Independence Declaration and Auditors Report for the period ending 30 June 2015 be adopted.
6.3. That the Statement of Financial Position for the period ending 30 June 2015 be adopted.
6.4. That the Statement of Comprehensive Income and notes to the financial statement as at 30 June 2015 be adopted.
7. Election of directors
To be confirmed by postal ballot.
7 Please indicate with a “X” in the spaces opposite to each of the resolutions how you wish the
proxy to vote on your behalf. In the absence of any such indication the proxy may vote for or against the resolutions or may abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting
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119432789 \ 0466655 \ DAS01 3
Executed by8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . acting by the following persons or, if the seal is affixed, witnessed by the following persons:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of director
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of director/company secretary
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of director (print)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of director/company secretary (print)
- OR -
Signed for and on behalf of (Company Name) in the presence of:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of witness
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of authorised person
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of witness (print)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Name of authorised person (print)
8 Insert the name of Member company that is appointing a proxy to vote on its behalf
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119432789 \ 0466655 \ DAS01 4
PROXY INSTRUCTIONS
What is a Proxy?
1 A proxy is a person who is authorised to act for a member of the Company at a general meeting for the purpose of casting a vote in accordance with that member's directions.
2 The purpose of this form is to inform the Company:
(a) who, if anyone, you have appointed as your proxy;
(b) if your authorised proxy is absent at the meeting, or if you do not choose a proxy, whether you wish to authorise the chairperson to cast your votes;
(c) if the chairperson of the meeting is appointed as proxy whether you want him/her to vote in accordance with your voting directions or otherwise to vote in accordance with his chairperson's stated voting intentions.
Eligible Member
3 If you are a member entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf.
4 A proxy need not be a member of the Company.
How to appoint a proxy
5 If you are an corporate eligible member, the appointment of your proxy must be in writing and executed by one of the following methods:
5.1 under your common seal and witnessed by 2 directors or 1 director and 1 company secretary; or
5.2 signed by 2 directors or 1 director and 1 company secretary under section 127 of the Corporations Act; or
5.3 signed by the authorised representative which has been registered by the member to the company; or
5.4 if the proxy form is being signed under a power of attorney, signed by the attorney .
6 If the proxy is not signed it is invalid.
Delivery of proxy appointment to Company
7 For an appointment of a proxy to be effective, the following documents must be received by not later than 48 hours before the time for holding the meeting by the Company at 36 - 42 Chippen Street, Chippendale, NSW 2008 and may be faxed to the company on facsimile number (02) 9818 3311 or [email protected] or produced to
the Chairperson of the meeting before the proxy votes:
The proxy’s appointment.
If the appointment is signed by your attorney – the authority under which the appointment was signed or a certified copy of the authority.
8 If a meeting has been adjourned, an appointment and any authority received by the Company at least 24 hours before the resumption of the meeting are effective for the resumed part of the meeting.
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119432789 \ 0466655 \ DAS01 5
Changing proxy appointments, directions and other details
9 If after lodging this form you wish to change the details of this form (including the identity of your proxy or the voting directions) you can do so, provided that you lodge a new Proxy Form by the cut-off date for receiving these forms. The last form received by the Company from you will be effective and any earlier forms will be cancelled.
Do I need to attend the meeting?
10 The short answer is no. If you appoint a proxy or authorise the chairperson to vote on your behalf (either in accordance with your directions or the chairperson's stated intentions), you do not need to attend the meeting. You are nevertheless welcome to do so if you wish but you must not vote twice (in person and by proxy) on the same resolution.
Authorised representatives attendance at meetings
11 A corporate member may be represented at a meeting by the person who is the member's authorised representative whose name has been provided in writing by the member to the Company Secretary of the Company from time to time. The Company keeps a register of authorised representatives. Pursuant to clause 7.29 prior to each meeting of Members, the Member must confirm its approved representative to the Company in the manner prescribed by the Directors as set out in the notice of the meeting. This can be a standing appointment.
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