Election Notice 2026

As a doctor-owned organisation, our purpose is to support and protect our Members and promote good medical practice.

In accordance with the MDA National Constitution, 3 Mutual Board Directors are due to retire at the 2026 Annual General Meeting (AGM) as part of the standard rotation of directors (Drs Glennon and Windsor and A/Prof Hollands). Drs Glennon and Windsor are eligible for re-election and have indicated their intention to stand for a further term. Due to tenure limits, A/Prof Hollands will not stand for re-election. In addition, Dr Yates has advised that she will be stepping down from the Mutual Board, effective 16 October 2026.

As a result, four vacancies on the Mutual Board will arise, comprising three vacancies resulting from the scheduled retirement of directors at the 2026 AGM and one vacancy arising from Dr Yates’ resignation. While Dr Yates’ resignation will create a casual vacancy between 16 October 2026 and the AGM, the Mutual Board does not intend to fill that interim vacancy given the relatively short period involved. Instead, the vacancy will be taken into account as part of the four Board positions to be filled through the 2026 AGM process.

Clause 19.2 of the Constitution allows for the appointment of up to three directors by the Mutual Board. Following a review of its governance framework, the Mutual Board has determined that it will appoint the Chief Executive Officer (CEO) as a Managing Director to the Mutual Board. This appointment falls within the number of appointed directors permitted under Clause 19.2 and will fill one of the four vacancies. As such three vacancies will be available to be filled by election, and nominations are invited from eligible members. The appointment of the CEO as a Managing Director will also reduce the proportion of elected directors on the Mutual Board, as one board position that would otherwise be available for election will be filled through appointment.

It is noted that the MDA National Constitution already provides the Mutual Board with the authority to make such an appointment.

MDA National is seeking nominations from eligible Voting Members* with the appropriate skills, expertise and interpersonal competencies to stand for election to the Mutual Board of MDA National. Should an election be required, Board Members will be elected by a vote of MDA National Members.

*Eligibility

To be eligible to stand for election, you must:

• be an eligible Voting Member as defined in the Constitution
• meet the eligibility requirements as outlined in the Constitution and associated Regulations which includes:
  • meeting the requirements under APRA Prudential Standard CPS 520
  • being a currently registered medical practitioner who has no current or past endorsements, notations or conditions on their registration and who has not been suspended by or given undertakings to the relevant registration body
  • agreeing to be bound by the Mutual Board Charter
  • having a minimum of 3 consecutive years as an eligible Voting Member
• consent to be nominated
• comply with the Election Rules.

Role of an MDA National Mutual Board Director

The role of a Mutual Board Director is to ensure that the Mutual Board carries out its legal duties having appropriate regard to the objects included in its Constitution and the interests of its Members and the broader community in which it operates.

If not already obtained, successfully elected directors are encouraged to complete the Company Directors Course through the Australian Institute of Company Directors or an equivalent qualification within their first year of tenure.

Directors collectively, are responsible for:

• representing the interests of MDA National’s Members as a whole
• meeting obligations as defined in the Constitution including the promotion of honourable and contemporary medical practice
• ensuring MDA National’s financial position is adequate to meet its financial and other obligations
• working with the Board of MDA National Insurance Pty Ltd to define and set the strategic direction for the MDA National Group.

Skills and Experience Beneficial to the Role

The current Mutual Board believes the following core skills, experience and attributes are desirable for candidates seeking to stand for the 2025 election:

• previous experience with MDA National through one of its committees or working groups
• contemporary or recent clinical practice
• corporate governance experience
• medical indemnity experience
• commercial, financial or insurance experience
• corporate experience, including strategic planning.

Candidates should also possess the following broad personal qualities: courage, care and commitment - modelling MDA National’s values.

Candidates must have the ability to meet the time commitment required to discharge the role of a MDA National director, which includes approximately six meetings per year plus a strategy session, with interstate travel required.

MDA National supports diversity and encourages all eligible Members who demonstrate the skills and experience to fulfil the role to nominate.

Conflicts of Interest

Directors have a legal duty to act in the best interests of MDA National and its Members at all times and so candidates wishing to nominate should consider if they hold any roles or positions which may create a real or perceived conflict of interest. Some roles may be intrinsically incompatible with the duties of an MDA National director. Candidates will be asked to provide full disclosure of any office, role or position they hold.

Nomination and Election Process

Candidates must submit their nomination by 11.59pm AWST on 21 September 2026 through the CorpVote site and must be nominated by a Member. Should an election be necessary, voting will open on Monday 19 October 2026 and close at 5.00pm AWST Friday 6 November 2026. The successful candidates will be announced at the AGM on 20 November 2026.

Candidates will be required to provide the following information to support their nomination:

• candidate statement containing no more than 250 words which will be provided to Voting Members during the election
• an up-to-date Curriculum Vitae
• a current photograph (passport size) of the proposed candidate's face
• a statement to address the skills and experience beneficial to the role as outlined in the relevant paragraph above “Skills and Experience Beneficial to the Role"
• a statement detailing any disclosure of any office, role or positions that they hold that may give rise to a real or perceived conflict of interest.

An Election Sub-Committee (which excludes directors seeking re-election) has been established to assist the Mutual Board in managing the election process. To assist Members in voting, the Mutual Board may endorse candidates who they believe will have the most appropriate skills and experience to complement the capabilities of existing directors.

As part of that process, the Election Sub-Committee will review the documentation provided with the nomination and may conduct interviews of those standing for election. Current incumbents standing for re-election are not required to be interviewed. Candidates must make themselves available for interviews.

The Election Sub-Committee will then make recommendations to the Mutual Board regarding who they believe best displays the capabilities required to govern MDA National and complement the capabilities of existing directors and who should be endorsed.

Candidates will be advised of the endorsement outcome and will then be given an opportunity to continue or withdraw from the process. Candidates who are not endorsed are still entitled to stand as non-endorsed candidates.

Endorsed candidates will be identified on the voting material provided to Voting Members.

CorpVote on behalf of MDA National will be managing the nomination process and, if required, the 2026 election. For further details on how to nominate, please visit CorpVote site.

Vote Canvassing

As detailed in the Election Rules, under the Corporations Act 2001 (Cth), candidates will be entitled to a copy of the Member Register subject to use being only for a “proper purpose”. Details of how to request a copy and the obligations bestowed upon recipients can be found in the Election Rules.

Help & Support Information

For nomination support, please contact CorpVote on 1300 710 950 or support@corpvote.com.au.

Have you changed your address?

If so, please advise by calling 1800 011 255 or emailing peaceofmind@mdanational.com.au to update your details.

Jenny Wright
2026 Returning Officer

Email - returningofficer@mdanational.com.au