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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Directors Duties s.181-184 of Corporations Act. Time to look seriously at these

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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Directors Duties s.181-184 of Corporations Act. Time to look seriously at these

Post by Brett Stevenson » Tue Jun 06, 2017 3:58 pm

Just for members (and current leadership of CPA Australia - both directors and executives) to consider as these things are being exposed.
Here are two quotes by Sarah Bartholomeusz.
I think it is fair to say we are moving in this direction in our thinking, and I would think ASIC also, if what we are discovering now is any indication.
Clearly we shall be getting legal advice before moving but for me I would serioulsy suggest the current directors take heed of some of the issues being raised and their current response. The board is made up of individuals with flesh and blood. That's the way the law sees the board. The board is not a separate legal entity.
This is not a game. These are serious matters.
I would suggest the current board seriously consider that it is their job to oversee the current management and senior executives of CPA Australia, and that means appointing and removing them (with my emphasis on the latter currently). I would encourage them to not get too caught up with the sales pitches of some but rather soberly consider what their primary functions are in the midst of these very troubling revelations.
Criminalisation of Directors’ Duties
In Australia, directors of a corporation are expected to undertake their duties and responsibilities in accordance with both statutory and common laws (judge-made laws). The Directors’ Duties are designed to promote good governance and ensure that they act in the interests of the company, including putting the company’s interests first. Directors’ Duties include:Directors' Duties
Duty to act bona fide (in good faith) in the interests of the company as a whole
Duty not to act for an improper purpose
Duties of care and diligence
Duty to avoid conflicts of interest
Duty not to make improper use of position
Duty not to make improper use of information
Duty not to trade while insolvent
Any director who breaches these duties faces the risk of attracting criminal action.
Statutory Duties – criminal offences
Section 184 of the Corporations Act provides a series of criminal offences which arise when the behaviour of directors falls far short of acceptable standards due to intentional dishonesty or recklessness:
Good faith. A director commits an offence if they are reckless or intentionally dishonest, and fail to exercise their powers and discharge their duties in good faith in the best interests of the corporation or for a proper purpose.
Use of position. A director commits an offence if they use their position with intentional dishonesty or recklessly in order to directly or indirectly gain an advantage for themselves, or someone else,or cause detriment to the corporation.
Use of information. Any person who obtains information because they are, or have been, a director of a corporation commits an offence if they use the information with intentional dishonesty or recklessly in order to directly or indirectly gain an advantage for themselves, or someone else, or cause detriment to the corporation.
Opportunities often arise that may tempt a director to personally benefit from their position or another person. Under s 182 (1) of the Corporations Act (‘the Act’), a director must not improperly use their position to gain an advantage for themselves, for another person or cause detriment to the company. This is known as the duty not to make improper use of position. This duty is similar to and is related to the fiduciary duties a director owes to the company. It also sits alongside the duty not to make improper use of information obtained through your position as a director.
What constitutes ‘improper’ use of position?
To be found in breach of this duty, the person involved must be a director of the company. ‘Officers’ and ‘employees’ of the company must also comply with this duty under the Act.

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Re: Directors Duties s.181-184 of Corporations Act. Time to look seriously at these

Post by nakedadmin » Tue Jun 06, 2017 5:03 pm

Wow that raises some good questions about those CPAA Advice director fees and how they were disclosed in the CPA Australia financial statements.

Looking back at the 16 March important member information document. Some select quotes:
"EXECUTIVE AND BOARD REMUNERATION"

...

"Changes to Article 45 of the Constitution, which deals with Director remuneration, were approved by members at
the 2012 AGM."

...

"Under what is allowed in the Constitution and taking into account the organisation's capacity to pay, neither
Directors nor staff are remunerated excessively to the detriment of the organisation. The office-bearers have not
received a remuneration increase in three years, and no Director is remunerated at the maximum allowed under
the Constitution."

...

"The KMP cost for 2016 includes additional payments made to the Directors of the new CPA Australia Advice
subsidiary. The subsidiary has four Directors from the parent, one external Director and four executives from the
parent."
In this section they imply that all remuneration to the Directors is under the maximum of Article 45. That statement "no Director is remunerated at the maximum allowed under the Constitution". Could that be considered dishonest?
"CPA AUSTRALIA ADVICE"

...

"To cement that, we have four directors of CPA Australia Advice who are also directors of CPA Australia. The chief
executive and two chief operating officers of CPA Australia also hold these roles with CPA Australia Advice. The
remuneration framework associated with these roles is consistent with the risk profile of a company holding an
AFSL and an ACL."
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Brett Stevenson
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Re: Directors Duties s.181-184 of Corporations Act. Time to look seriously at these

Post by Brett Stevenson » Fri Jun 09, 2017 7:35 am

I completely agree Nakedadmin.
They knew that s.45 applied to CPA Australia Advice but didnt worry about it in terms of breaching it because they didn't have to fully disclose remuneration in the CPA Annual Report.
Then when the shock hit them of 100 members forcing them to disclose the full directors Remuneration, and the fact that the breach of the constitution would be exposed, they tried to weasel out or excuse their breach by saying s45 did not apply to CPA Australia Advice.
A number of things are striking about this

1. How and why Deloitte auditor Mark Stretton did not pick up on this not only in his audit of CPA Australia but again (when he had a second chance) with the s202B request?

2. Why didn't Deborah Ong, who is a partner in PwC Singapore, did not raise this as she is the Chairman of the CPA Australia Audit Committee (board committee)?

3. The sheer arrogance and disdain the current board and senior leadership have for the membership. They know CPA Australia Advice is losing money big time, yet continue to pay themselves exorbitant amounts from it. How greedy and selfish can they be. I believe they thought they could get away with it because of their minimum disclosure mentality. That to me is why this board and senior executive are a disgrace to The CPA designation but also the accounting profession.

Just ask yourself what would you be doing and saying if you were on the CPA board and saw the results of the fully owned subsidiary showing a total revenue of just $47,000 after 19 months? I would suggest 99% of members would be saying well we certainly should not be paying ourselves $1 million in remuneration to oversee this given that we are already generously remunerated from CPA Australia.
But no, not this greedy bunch. Their eyes were on their remuneration.

What about our Presidents (Graeme Wade and Tyrone Carlin) leading from the front and doing the right thing? No way. They were in on the act even more so. Wade even had the gall to pocket not just $70,000 like the others, but $100,000.
No wonder Graeme Wade is front and centre defending the current CPA leadership. Does he have any other work or is CPA his income stream? Where is his office? He has been remunerated over $1,400,000 (perhaps more) by CPA Australia as a director just in the last 7 years. Wow, and this guy wants us to listen to him.

What about Richard Petty? Is this part of the curriculum of the Macquarie Graduate School of Management? Wherever could you learn of such corporate greed. He does not appear to have much experience in financial planning to even be on this subsidiary's payroll, yet surely the most basic knowledge of accounting and correct ethical behaviour should have raised some alarm bells. No, he seems to have turned a deaf ear to those concerns.

How about Michelle Dolin? Crikey do we need to detail her history in WA to suggest that perhaps her antennae should have at least been raised. Nope, nothing registeringbthere either it appears.

For Malley, Awty and Hughes I cannot think of one thing to excuse their greed.
Disgraceful.

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Re: Directors Duties s.181-184 of Corporations Act. Time to look seriously at these

Post by theallseeingeye » Fri Jun 09, 2017 9:46 am

Mr Wade does have other income. I believe we would consider him self-employed, so in that sense , his situation is not like that of Tyrone Carlin with obligations to his employer. I would suggest that Mr Wade's CPA pay cheque is not for a full time job though.

Mr Petty on the other hand has extensive experience with company directorships. If ever there was a moment for a Board member to step up and show leadership and take seriously its responsibilities, now is his chance. If not, in the fullness of time, we may well end up wondering of what use and what credibility the AICD is to any shareholder, investor, or member.

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Re: Directors Duties s.181-184 of Corporations Act. Time to look seriously at these

Post by JWheldon » Fri Jun 09, 2017 10:23 am

Mr Wade, a public practitioner with over twenty-five years experience and also has his consultancy roles, and the NBL job.

He is still shown as a consultant with accounting firm Hamilton Morello.

http://hamiltonmorello.com.au/team

Mr Wade has been with CPA Australia a very long time and has a very senior role, and therefore has a lot of questions to answer, given his prime role in the whole Alex Malley venture, the NBL sponsorship, the establishment of CPA Australia Advice, the NBL, the Australian Open Sponsorship etc.

It would be interesting to find out what the Fringe Benefits Tax bill was at CPA Australia last year and then over the last ten years,

Never under estimate Mr Graeme Wade. He maybe one of the chief architects of this whole CPA change. If Alex Malley was a political party like One Nation, then Graeme Wade may be described as the Chief Whip.

Lets hope that when the board meets in the next two weeks, that they finally come to their senses and move for change and let Alex Malley and his team go and start a fresh. But given the slow response from the board, the political in fighting and the battle to be Prime Minister at CPA Australia, then this will mostly like keep going until the next AGM.

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Better Call Saul
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Re: Directors Duties s.181-184 of Corporations Act. Time to look seriously at these

Post by Better Call Saul » Sat Jun 10, 2017 12:45 am

The reason Deborah Ong did not pick up on the S45 breach was because she knew she was under it, and being a career stooge, did not care a long as she was OK.

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