Explanatory notes

The following explanatory notes are provided for members information.

Ordinary Resolutions

The agenda for the AGM includes 7 ordinary resolutions that require members to vote on as follows:

1. Minutes of 2025 AGM

The Minutes of the Annual General Meeting of the Australian Dental Association Ltd held on 24 November 2025, be received, signed and entered into the Minutes Book.

Explanatory note

In line with the Constitution, the minutes of the annual general meeting held on 24 November 2025 have been prepared and presented for members to consider.

Members will be asked to vote to adopt the minutes as a true record of the meeting after which they will be entered into the minutes book.

2. Annual Report

The Annual Report of the Australian Dental Association Ltd for 2025/2026 be adopted.

Explanatory note

Each year the Association prepares an annual report to communicate details of the activities undertaken on behalf of members and outcomes achieved throughout the preceding year. These activities are preceded by commentary from both the President and the CEO.

Contained within it are also details of Board and Committee member participation in various forums.

It is inclusive of the audited financial accounts (referred to below) which independently verify that the organisation is not only liquid but has managed its funds in accordance with appropriate financial standards and processes.

Members are asked to vote on adopting the 2025-26 Annual report.

3. 2025-26 Financial Report

The Australian Dental Association Ltd Financial Report for the year ended 30 June 2026 be adopted.

Explanatory note

The general purpose financial statements have been prepared in accordance with the Australian Accounting Standards and audited by Grant Thornton.

The Association has recorded a deficit of $3,263,288 for the year ended 30 June 2026.

2025-2026 was the foundation year for the Strategic Plan and has seen the ADA focus on responding to member feedback. The ADA has invested in building capability across innovation, member experience, policy, advocacy, communications, governance and cyber security. The investment and strategic plan are discussed in more detail in the President and CEO’s messages in the annual report to members

4 & 5. Election of Elected Directors

4. Elected Director - Dr Sharon Liberali AO

Dr Sharon Liberali AO be appointed as an Elected Director of the Association under Clause 8.10 of the Constitution.

5. Elected Director - Dr Amit Gurbuxani

Dr Amit Gurbuxani be appointed as an Elected Director of the Association under Clause 8.10 of the Constitution.

Explanatory note

In accordance with clause 8.10 of the ADA Constitution, nominations were called for two Elected Director vacancies. Five eligible nominations were received. As the number of eligible candidates exceeded the number of vacancies, the Board Nominations Committee assessed the candidates against the Director Eligibility and Board Composition Policy and the Board Capability and Composition Matrix.

Following a recommendation by the Board Nominations Committee, the Board endorsed Dr Sharon Liberali AO and Dr Amit Gurbuxani as the recommended candidates for election as Elected Directors.

In accordance with clause 8.10(e)(iv) of the Constitution, each recommended candidate must receive at least 50% support from Voting Members to be elected. The election of the two recommended candidates will be put to Voting Members under two separate motions, with each candidate voted on individually.

If a recommended candidate does not receive the required level of support, the Board Nominations Committee will make a further recommendation to Voting Members at another general meeting called for that purpose.

The results of the election will be announced at the Annual General Meeting. Successful candidates will take office as Elected Directors immediately following the close of the Annual General Meeting.

6. Director Remuneration

That a pool of up to $461,822 be used to remunerate Directors of the Association in accordance with clause 8.34 of the Constitution

Explanatory note

The ADA has recognised the time and work involved in serving as a Director since the introduction of the new Board structure in 2023, reflecting the longstanding practice of remunerating members of the former Federal Executive. Following the adoption of the new Constitution in 2023, Directors’ remuneration has been put to Members for approval. At the 2025 AGM, Members approved a pool of up to $448,371 following an independent benchmarking process undertaken by the Nominations and Remuneration Committee. That review confirmed ADA’s remuneration structure was reasonable and consistent with comparable not-for-profit and professional organisations.

In line with the 2025 AICD Director Remuneration Report, which highlights the growing professional demands on directors in the NFP sector, the Board is seeking member approval for a remuneration pool of up to $461,822 (inclusive of superannuation) for the period 1 December 2026 to 30 November 2027. This represents an increase of 3% (which is below CPI) from the pool approved at the 2025 AGM. Remuneration acknowledges the significant time, fiduciary responsibilities and professional expertise required to govern a complex national member organisation such as ADA Ltd based on the reasoning set out above. The recommendation to make this increase was made by the Board Nominations Committee, an independently chaired committee governed by the Constitution.

7. Honorary Life Member (HLM)

Dr Scott Davis be elected as Honorary Life Member of the Australian Dental Association Ltd in accordance with Clause 6.12(e) of the Constitution.

Explanatory note

Honorary Life Members are individuals who have made an outstanding contribution to the advancement of the dental profession or to the art and science of dentistry and in accordance with 6.12 (e) of the Constitution, are elected at a general meeting.

Following a recommendation by the Honours and Awards Committee, the Board endorsed Dr Scott Davis for election by the membership at the annual general meeting for an Honorary Life Membership in recognition of his significant national contribution to further dentistry and the profession, and for the exemplary work he has achieved throughout his professional career.