Merry Christmas to Peter Wilson. When it was suggested that Peter Wilson should be independent of the old board so that we can have a fresh start Peter responded with "That's your issue". Summary of the meeting here: viewtopic.php?f=23&t=594
A good summary of where we are up to by Joe Aston of the AFR, linked to from here: viewtopic.php?f=5&p=4137#p4137
If you are new to this website read the story so far: viewtopic.php?t=321#p1793
Check out some of the AFR articles, too many to list and check out some of the ABC reports: http://www.afr.com/business/accounting/ ... 215-h055ej http://www.afr.com/business/accounting/ ... 211-h02x1d http://www.abc.net.au/news/programs/the ... s,/8626662
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Help Required re Directors Terms and which directors leaving

Let's look in detail at our directors individually so the term 'the board' does not minimise their individual responsibility for decisions made and oversight in relation to many of these issues.
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Brett Stevenson
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Help Required re Directors Terms and which directors leaving

Post by Brett Stevenson » Thu May 25, 2017 1:27 pm

Can anyone shed any light on when the three directors (Wade, Petty and Ryan) have served their maximum terms.
In the 2012 and 2014 constitutional amendments this trio have been able to serve well beyond the standard 9 years terms.I have attached them to assist anyone who can make sense of them.
The CPA Australia leadership refuse to tell us which directors are leaving.
They have advertised for new board members with criteria that eliminate most CPA members (even themselves I would suggest), and see themselves as being the arbiters of just who the new board members should be. Cannot trust the membership on that one can they?
This is almost bizarre. They refuse to tell us what directors are being replaced.
It's almost like a secretive society and we the members have to guess who. This is absurd.
Have any of the current directors resigned?
Which directors are due to be replaced because they have served their maximum terms?

So can any members translate the 2014 amendment (possibly in tandem with the 2012 amendement) and explain just when the trio of Wade, Petty and Ryan have to retire? These are amendments which were passed with minimal votes at the AGM, and without the actual names of the people mentioned
because they clearly wanted this to succeed. The 2014 extension of their terms was only passed because Head Office got wind of members not wanting the change so rounded up as many proxies (my guess is many were CPA staff) as they could to get it passed.
Afterwards with a whole 450 votes in favour Alex Malley bragged about this being an overwhelming affirmation of support for what they were doing.

I just cannot believe that some of the current directors such as Hourigan, Lang, Portelli, Spong, Ong can see it as okay to keep this sort of information secret from the members. Who are the directors that may or will be replaced? This is standard fare for public companies to publish. What is wrong at CPA Australia that these directors are so compliant with such secrecy?
Does our President/Chairman Tyrone Carlin approve of this?
Attachments
notice-of-agm-2014.pdf
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notice-of-agm-2012.pdf
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The Cyclist
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Re: Help Required re Directors Terms and which directors leaving

Post by The Cyclist » Thu May 25, 2017 3:51 pm

Kerry Ryan - Appointed October 2007
Clause 44(h)1A
A Director appointed on 1 October 2007 and reappointed on 1 October 2011 shall be eligible for a final consecutive reappointment on 1 October 2014;
It would seem that she has to retire in September 2017.

All the references in clause 44 relating to re-appointments indicate that 2011 was a key year with some directors allocated 3 year terms and others 4 years. There are exceptions that apply if you were elected prior to 2007 and any service prior that year is not counted towards the 11 year limit. We can assume that both Petty and Wade who were both initially appointed to the board in 2006 benefit from this last rule.
The rules and exceptions are almost impossible to work out unless we know for sure how long the initial appointments were for and whether or not either Petty or Wade were re-elected on 3 or 4 year terms in 2011. Either way the maximum they can serve would be up to 2018. So if they are not going now then they certainly will be next year.

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Brett Stevenson
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Re: Help Required re Directors Terms and which directors leaving

Post by Brett Stevenson » Thu May 25, 2017 5:20 pm

Thank you The Cyclist, this is very helpful.
What is clearly evident in all this is that what the CPA leadership tell us on this is basically crap.
They are salesman who deserve to go into a used car saleyard and left to fend for themselves.
Let me demonstrate this:
The CPA Australia Company Secretary's office has just told members that
"one member director is retiring this year. Two member directors and non-member are eligible for reappointment".

1. Why doesn't he actually say who these directors are? I find that plain bizarre.

2. Kerry Ryan is a non-member director, and she has to retire this year, and is ineligible for reappointment, so how can they say 'one member director is retiring this year' if they are referring to Kerry Ryan. She is a non-member director. Are they saying she does not have to retire this year and that another member director is retiring? Based on what we know of the constitutional change their seems to be a bit of a porky pie being told here unless of course we are misreading clause 44 (which is possible but we wuld like the CPA leadership to perhaps clarify this.

3. Jeff Hughes (on behalf of the board) told us in his 2nd March email that
Article 44 of the Constitution makes clear, there exist limited, one off transitional circumstances where directors may be appointed for a span of up to eleven years.
. Well Graeme Wade and Richard Petty have been board members since 2006, so 2017 is their 11th and final year. They cannot serve beyond the 11 years if what Jeff Hughes and the board are telling us is correct. Yet here they are telling us nothing about two member directors finishing this year (they say one which is odd because both of them started at the same time), and not being eligible for reappointment. To the contrary they are saying two member and one non-member director are eligible for re-appointment.
This is crap. Someone is telling us another porky pie.

4. I shan't comment on Jeff Hughes statement (and please members refer to his 2nd March email which is on the website to read this for yourselves) that this is 'clear'. I defy anyone to read the Notice of AGM for this change in 2014 and make sense of it. The Cyclist has made more sense of it than most and even then it is very far from clear. If anyone knows a lawyer it might be worth asking them to decipher it for us.

5. Lets look now at page 5 of the 16th March memo from the CPA Board to the members. And I quote
At the 2014 Annual General Meeting, members approved a change to Article 44 of the Constitution – Change of
Directors terms.
The amendments enabled Directors to serve for three consecutive terms of appointment rather than the previous
two of three years each.
The provision of a further term allows CPA Australia to gain the benefit of experienced directors’ knowledge of the
business and ensures a reasonable time available for knowledge transfer and succession planning.
The rationale behind the transition period was detailed in the Notice of AGM 2014. As was made clear in the
explanatory memorandum, the change had the potential to see a small number of directors serving up to eleven
years as a one-off occurrence during the initial transition period.
On 30 September this year, R. Petty retires, and on 30 September 2018, G. Wade and K. Ryan retire.
How can it be that Richard Petty who started at the same time as Graeme Wade (Oct 2006) is retiring in his 11th year (which is fine by us by the way) yet Graeme Wade it seems is continuing into a 12th year (see Jeff Hughes assuring us that's not possible above), and Kerry Ryan we would understand needs to resign this year (see The Cyclists comment) is also going onto 2018.
I cannot fathom this.
It would seem to me that two other directors are also retiring this year but they will not tell us. And how they treat G Wade, R Petty and K Ryan is beyond we mere mortals.

6. I can't read those words of justification for the special extensions for Wade, Petty and Ryan
The provision of a further term allows CPA Australia to gain the benefit of experienced directors’ knowledge of the business and ensures a reasonable time available for knowledge transfer and succession planning.
without wanting to scream.
Not just 6 years, not an extension to 9 years will provide time for other suitable directors to be found, not they even extend it to 11 years, and even for G Wade 12 years. This is just pure unadulterated crap. Out of an organisation with a purported membership of 160,000 (which we now know to be really just 155,000 of whom almost half, about 75,000 ,are associates) suitable directors cannot be found after 6 then 9 then 11 and 12 years.
The real reason is that these directors were critical to maintain the small tightly held leadership of CPA Australia for which we have paid dearly, and they have reaped enormous benefits.

7. I say kick them out now, and we certainly do not want them involved in any way selecting the new board members.

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Re: Help Required re Directors Terms and which directors leaving

Post by nakedadmin » Thu May 25, 2017 6:30 pm

I don't know what to say except that I support your efforts Brett..... Speechless.
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The Cyclist
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Re: Help Required re Directors Terms and which directors leaving

Post by The Cyclist » Thu May 25, 2017 8:56 pm

The Cyclist wrote:
Thu May 25, 2017 3:51 pm
Kerry Ryan - Appointed October 2007
Clause 44(h)1A
A Director appointed on 1 October 2007 and reappointed on 1 October 2011 shall be eligible for a final consecutive reappointment on 1 October 2014;
It would seem that she has to retire in September 2017.
As I said the clauses get tricky to decipher in regard to individual directors unless you know the terms that they were re-elected on. Based on the information in the 16th March memo re Ryans resignation this may be correct as 44h(i)b refers to 4 directors who were elected ( or possibly re-elected) on 1 October 2011 for 4 year terms after which they may stand for one final term commencing October 2015, unless they were elected in 2007. Its almost "yes minister" in its simplicity yet confusing logic.

And this may also be true of Wade- don't forget his 2006 to September 2007 service doesn't count because of Clause 44h(iii) so if he were elected as one of the 4 directors on 4 year terms in 2011 then its also true he doesn't have to resign until 2018.

In regard to Petty I have no idea how his tenure has been worked out.

In hindsight it was an obvious tactic to entrench the core group of Malley supporters on the board and continue to enrich themselves.

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Brett Stevenson
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Re: Help Required re Directors Terms and which directors leaving

Post by Brett Stevenson » Fri May 26, 2017 12:32 am

I think the tricky way they have done this makes this even more offensive.
They say it is clear and fully disclosed but that's just the words of salesmen to cover up for their devious tricks.
I challenge any member to read the constitutional amendment in 2014 and say just what it means when the reality is that it only could refer to Petty, Wade and Ryan.
To think these people are our leaders.
I hardly need to point out who has held monopoly rights on the Chair of the all powerful Nominations and Remunerations Committee for all these years (Richard Petty), and who has tag teamed with him on that committee (Kerry Ryan), and who is the current Chair of that committee (Graeme Wade).
So much for their statement that no director can serve more than 11 years.
These people are a disgrace to the profession.
I say that every public company Chairman and director who care about corporate governance and integrity should follow Paula Dwyers lead, along with Prof Stephen Taylor from UTS, and roundly lambast what is becoming a farce at the CPA Australia boards 'example of folly' over the last decade.
They have no credibility on any level in my eyes.
And what does our President/Chairman Tyrone Carlin say to all of this - nothing.
His silence is his complicity.
What a joke.
And here we are giving $756,000 to the NBL of which Graeme Wade is Chairman in a 'commercial arms length transaction'.
Boy o boy, are we suckers. We can't even vote for, or remove these directors.
When will some of the heavyweight CPA members start to come out and speak publicly on these matters. Can someone ask them. David Murray, David Gonski, Ian Watt, Don Argus. This is a case of a once great organisation and designation being trashed before our eyes, and the response is silence.
Surely we have leaders who are prepared to stand up to this crap and these pretenders.

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Better Call Saul
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Re: Help Required re Directors Terms and which directors leaving

Post by Better Call Saul » Fri May 26, 2017 10:02 am

RICHARD MICHAEL PETTY Appointment date: 01/04/2006

GRAEME ROLAND WADE Appointment date: 23/05/2006

KERRY ANNE RYAN Appointment date: 01/10/2007

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Brett Stevenson
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Re: Help Required re Directors Terms and which directors leaving

Post by Brett Stevenson » Fri May 26, 2017 1:35 pm

Thanks Better Call Saul.
It just confirms that what they have told us is a great big porky pie.
Richard Petty and Graeme Wade are into their 12th years as directors, when the board have assured us that up to 11 years is the maximum for these directors. They board have told us that Graeme Wade will retire on 30th September 2018 - thats a whopping 12 years 4 months.
Keep in mind that these people started with maximum terms of 6 years. They made sure these were then extended to 9 years when that 6 year time limit came up, then to a purported 11 years when the 9 year time limit came up. And even still they are stretching the time frame past the 11 years.
I'm sure there is some tricky little legal extension in the constitutional wording to make sure it is all kosher but really what sort of a trust can we have in leaders who say one thing but mean something else. They should resign in shame but I think even a rhinoceros would be hard pushed to have skin as thick as these people.
And I'm sure they will laugh at that and take it as a compliment. Not me. I think it should be a cause for derision and shame.
Also bear in mind that neither of these two directors (Wade and Petty) would have met the criteria they have currently set for new directors when they became directors.
I think the best description I can think of in relation to the directors and senior executive of CPA Australia currently is the one used to describe the HIH leadership (by Clarke, Dean and Oliver in their book Corporate Collapse: Accounting, Regulatory and Ethical Failure. CUP 2003) - Unfettered Hubris. That sums up these so-called leaders of CPA Australia currently.
The other descriptor they use which perhaps sums up what the consequences have been for the organisation and profession - Life in the Farce Lane.
See below where I have quoted the relevant sections from the three board statements on this.
Most concerning is the one told in the Explanatory Memo to the 2014 constitutional change. If we cannot trust them to tell us the truth in the explanatory memo. to a constitutional change (the wording of which is all but impossible to understand for the members, hence the need to make sure the memo. is very clear and honest).
Well I leave it to members to decide if what they said was honest if Petty and Wade are ow in their 12th years (Go, on count the years on your fingers as I did)
Jeff Hughes email to members 2nd March 2017
As Article 44 of the Constitution makes clear, there exist limited, one off transitional circumstances where directors may be appointed for a span of up to eleven years.
Board memo to members 16th March 2017
As was made clear in the explanatory memorandum, the change had the potential to see a small number of directors serving up to eleven years as a one-off occurrence during the initial transition period.
Notice of AGM 2014 Explanatory Memo to constitutional changes
The further reappointment term may result in a small number of directors serving up to eleven years. This would be a one-off occurrence during the initial transition period.

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Red_Ferrari
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Re: Help Required re Directors Terms and which directors leaving

Post by Red_Ferrari » Wed May 31, 2017 12:42 pm

Dates of appointment of directors:

01-04-2006 .. Richard Petty
01-10-2010 .. James Dickson
01-10-2013 .. Deborah Tan
23-05-2006 .. Graeme Wade
01-10-2014 .. Michele Dolin
01-10-2014 .. David Spong
01-10-2014 .. Richard Alston
01-10-2011 .. Tyrone Carlin
01-10-2015 .. Sharon Portelli
01-10-2007 .. Kerry Ryan
01-10-2016 .. Martin Hourigan
01-10-2016 .. Jennifer Lang
09-04-2010 .. Adam Awty

18-04-2005 .. Deloitte were appointed auditor

The above list of directors is in the same order as the attached ASIC search, which also shows start and end dates for previous directors (back to the early 1990s).
Attachments
z CPA AUSTRALIA asic search 31-5-17.pdf
ASIC search CPAA 31-5-2017
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Sleet
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Re: Help Required re Directors Terms and which directors leaving

Post by Sleet » Wed May 31, 2017 10:15 pm

And we now have our remuneration as attached.
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Heisenberg
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Re: Help Required re Directors Terms and which directors leaving

Post by Heisenberg » Wed May 31, 2017 11:11 pm

Sleet wrote:
Wed May 31, 2017 10:15 pm
And we now have our remuneration as attached.
Just under $1.8m. FFS

And the others $900k each

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