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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Announcement from the Board of CPA Australia

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.
Heisenberg
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Announcement from the Board of CPA Australia

Post by Heisenberg » Fri Aug 04, 2017 4:57 pm

EMAIL FROM CPA AUSTRALIA THIS AFTERNOON:

Dear members,

Over the past few months the Board has been focused on key initiatives to position CPA Australia for the future.

We all want CPA Australia to be strong, unified and forward looking. The Board has decided that an orderly transition of Directors by 31 December is the next step in achieving this objective.

The Board has been working on a number of key projects to support the organisation ahead of this transition, including:
Establishing an Independent Review Panel with broad terms of reference to include a comprehensive assessment of governance and mechanisms for substantial member input
Changing the composition of the Nomination and Remuneration Committee by adding three external members to enhance transparency of the process for the appointment of new Directors
Commencing an executive search for a new CEO, with the new Board to undertake the search and appointment process
Sourcing a Member’s Professional Indemnity Excess Insurance Policy with an annual aggregate limit of cover, to be funded by CPA Australia, for members in public practice affected by the expiration of the Professional Standards Council (PSC) Scheme.

The Independent Review Panel has achieved widespread support and is actively consulting members and the CEO search process will soon begin.


Change to composition of the Nomination and Remuneration committee

The Board has changed the composition of the Nomination and Remuneration Committee to ensure all new Directors are appointed through a rigorous executive search process and by a majority-external panel. It will be Chaired by Director Tim Youngberry, and will include the Chair of the Board Jim Dickson and three external committee members.

These external members will bring decades of Board and management experience to the Committee. Rhonda O’Donnell is a Trustee Director at MTAA Super and member of the RMIT Council; Clinical Professor Leanne Rowe AM, MD, MBBS, FRACGP, FAICD is a former non-executive director at Medibank and beyondblue and former Deputy Chancellor at Monash University, and Geoff Rees is a highly experienced commercial lawyer, former Chairman of the Legal Practitioners Liability Committee and long term Director of the commercialisation entity of the University of Melbourne.


Insurance cover for public practitioners

The lapse of the PSC Scheme has been of significant concern to our members in public practice and has raised concerns with the membership more broadly.

CPA Australia can announce it has arranged for a group Member’s Professional Indemnity Excess Insurance Policy for Australian public practitioners effective 8 October 2017, at no additional cost to public practitioners.

The new policy will provide members with an additional layer of protection over and above the existing levels of professional indemnity insurance (PII) they are already required to hold as part of the requirements of holding a public practice certificate.

For example, for those members with a public practice certificate who are currently required to have a minimum of $2 million PII, the new Member’s Professional Indemnity Excess Insurance Policy will provide them with an additional $3 million PII for any one claim.

A series of Public Practice Forums are being held around the country, commencing next week, to engage directly with public practitioners on the changes. More details, including dates for the national Public Practice Forums, are available at the CPA Australia website.

CPA Australia is also continuing to work with the PSC on CPA Australia’s existing application with a view to a new Scheme being in place as soon as practicable.


Board transition

With these key initiatives now complete, the time is right for Board transition.

Terms for Directors Michele Dolin, Richard Petty and Tim Youngberry end on 30 September, at which time Director Graeme Wade will also retire. Nine new Board members will be appointed from 1 October and to ensure business continuity, Jim Dickson and Sharon Portelli will remain on the Board until 31 December.

These decisions have been taken after listening to members, Divisional Presidents and stakeholders, and in the best interests of CPA Australia. These changes create an opportunity for a fresh leadership team to unite members and take the organisation forward.


Yours faithfully,

The Board

JWheldon
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Re: Announcement from the Board of CPA Australia

Post by JWheldon » Fri Aug 04, 2017 5:13 pm

Has ASIC told the board of CPA Australia, that the old board members had serious issues to answer and it would be in the best interest of CPA Australia for these old board members to leave before their breaches of the Corporation Act were made public????????

Maybe they knew if they appeared at the senate committee, they would be in big trouble?

Did the board see the writing on the wall, that the EGM was getting closer and they would face a wipeout???

There is certainly more to this story, which is yet to be disclosed to the members.

slaa4044
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Re: Announcement from the Board of CPA Australia

Post by slaa4044 » Fri Aug 04, 2017 5:16 pm

I think all who have contributed to this should be very proud. The unrelenting pressure seems to have won out, and fortunately before a public EGM and spill (that may not have achieved the same ends).

Hopefully a new Board will signal a new era in our association!

chuck_meister
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Re: Announcement from the Board of CPA Australia

Post by chuck_meister » Fri Aug 04, 2017 5:30 pm


The Board has changed the composition of the Nomination and Remuneration Committee to ensure all new Directors are appointed through a rigorous executive search process and by a majority-external panel. It will be Chaired by Director Tim Youngberry, and will include the Chair of the Board Jim Dickson and three external committee members.
My understanding is the current board members picked the three "external members"? To form a Remuneration and nomination committee that still have two existing members who can still influence the new nine board members?

This definitely does not go far enough and had zero ratification from members. Go the EGM and the spill motion I say! Have a proper fully independent panel of five for this committee endorsed by members by direct vote.

So now that the whole board is gone, who is left to "face the music" regarding breaches of the Corporations act? Surely resigning doesn't absolve responsibility?

Steve Hamilton
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Re: Announcement from the Board of CPA Australia

Post by Steve Hamilton » Fri Aug 04, 2017 5:51 pm

The death by a thousand cuts continues for the board of CPA Australia. With each new revelation the initial reaction has been " nothing to see here, move along". Slowly but surely with pressure from the members both publicly and behind the scenes the positions have changed.

No need for a review, board members quit, Malley is fantastic, next week is sacked with a fat payout, review announced, remains board members "transitioning", over 20 years I think it was, now all gone by 31/12/2017.

I hope CPA Australia didn't pay a crisis management consultant, if they did I doubt they listened to any of the advice.

The pressure needs to continue, we need constitutional change returning the organisation to it's members.

Well done to Brett and everyone else that's stepped up and bought the problems out into the open. You should be very proud of what has been achieved so far.

slaa4044
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Re: Announcement from the Board of CPA Australia

Post by slaa4044 » Fri Aug 04, 2017 6:13 pm

Constitutionally, the Board still must be appointed by the Representative Council.

That is why Dickson has to stay. He is the Chair of the RC.

A spill of the Board cannot change the Constitution.

One would hope the new Board will effect constitutional change.

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The Nude CPA
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Re: Announcement from the Board of CPA Australia

Post by The Nude CPA » Fri Aug 04, 2017 8:06 pm

JWheldon wrote:
Fri Aug 04, 2017 5:13 pm
Has ASIC told the board of CPA Australia, that the old board members had serious issues to answer and it would be in the best interest of CPA Australia for these old board members to leave before their breaches of the Corporation Act were made public????????

Maybe they knew if they appeared at the senate committee, they would be in big trouble?
Resigning is not going to protect them from any past failures.

I think they've just seen the writing on the wall and are maybe tired of all the pressure being placed on them?

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nakedadmin
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Re: Announcement from the Board of CPA Australia

Post by nakedadmin » Fri Aug 04, 2017 8:54 pm

Steve Hamilton wrote:
Fri Aug 04, 2017 5:51 pm
The pressure needs to continue, we need constitutional change returning the organisation to it's members.
Absolutely. We cannot assume that the newly appointed Directors (selected by the old guard) are going to voluntarily give up control and let members have a say in how long they stay in those roles. I think they should establish a method of voting for Directors and accountability from the Directors to members and then stand down (at least a majority) at the next AGM. I suspect that we will see them use their position in control of the communications to promote their preferred options and probably themselves for the roles.
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Nick
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Re: Announcement from the Board of CPA Australia

Post by Nick » Fri Aug 04, 2017 10:15 pm

I note that the announcement proudly proclaimed that the excess coverage would be "funded by CPA Australia". I am pleased that members in public practice are not getting hit by higher costs but the board don't acknowledge that this is an impost on all members purely due to the dropping of the ball by board and management. How was this not disclosed until such a late stage? Previous communications have only reminded members of their responsibilities and advised them to purchase extra cover. Sorry seems to be the hardest word.

Presumably members in public practice will still need to change stationery?

fidgetspinner
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Re: Announcement from the Board of CPA Australia

Post by fidgetspinner » Fri Aug 04, 2017 11:39 pm

Not sure. Apparently they are working on getting a new professional standards scheme in place. How quickly can that happen?

fidgetspinner
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Re: Announcement from the Board of CPA Australia

Post by fidgetspinner » Sat Aug 05, 2017 12:07 am

JWheldon wrote:
Fri Aug 04, 2017 5:13 pm
Has ASIC told the board of CPA Australia, that the old board members had serious issues to answer and it would be in the best interest of CPA Australia for these old board members to leave before their breaches of the Corporation Act were made public????????

Maybe they knew if they appeared at the senate committee, they would be in big trouble?

Did the board see the writing on the wall, that the EGM was getting closer and they would face a wipeout???

There is certainly more to this story, which is yet to be disclosed to the members.
JWheldon wrote:
Fri Aug 04, 2017 5:13 pm
Has ASIC told the board of CPA Australia, that the old board members had serious issues to answer and it would be in the best interest of CPA Australia for these old board members to leave before their breaches of the Corporation Act were made public????????

Maybe they knew if they appeared at the senate committee, they would be in big trouble?

Did the board see the writing on the wall, that the EGM was getting closer and they would face a wipeout???
I think the writing was probably on the wall for a while and at least since Tyrone Carlin went as chair. Malley was there for years so having so much unwind in months is relatively fast.

Also not all directors on a board see eye to eye on everything a CEO or organisation is doing and pressure can catalyse forces which are not completely aligned with the status quo.

I was once involved with an organisation where a long serving CEO was overly focused on marketing and self-promotion and taking big financial risks (sound familiar?) and was secretly working behind the board’s back with a competitor to take over the business. A weak chairman was dependent on the CEO and protected him. It took one board member three long, patient years to build alliances within the board, roll the chairman and exit the CEO.

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Red_Ferrari
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Re: Announcement from the Board of CPA Australia

Post by Red_Ferrari » Sat Aug 05, 2017 1:08 am

I wonder if this announcement, a mere two days after the Senate committee stated they would call the remaining board members, merely coincidental.

Does this mean they don't have to comply with the request? I hope not. We need to hear them being questioned.

incitem3
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Re: Announcement from the Board of CPA Australia

Post by incitem3 » Sat Aug 05, 2017 2:21 am

Well more developments from our existing corrupt board. Leaving Youngberry and Dickson to help appoint more new directors means that most likely we will get more of the same aligned people that we have had appointed previuosly. I assume more Macquarie Faculty with academic imminence and an expectation of unjust enrichment and the morality of a chinese politburo member.

We need a constitution change to allow members direct voting of directors, who would run for election just the way the corporations act default governance is designed to work. The spill of the BoD needs to go forward as the credibility of the existing board is so low after all of the secrets, lies, half truths and manuvering to protect the board members self interest over the wellbeing of the membership having being demonstrated. The corporate structure also needs to be overhauled . Why do we need Dickson at $900k as president and a CEO at $1.8m along with other executives all getting huge money while still teaching and being on the faculty of one of our imminent universities and even on the boards of other organisations and companies.

We all deserve better than this.

DPopov
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Re: Announcement from the Board of CPA Australia

Post by DPopov » Sat Aug 05, 2017 2:54 am

Are Wade and Petty also Board Directors of CPA Advice?

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nakedadmin
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Re: Announcement from the Board of CPA Australia

Post by nakedadmin » Sat Aug 05, 2017 2:33 pm

Nick wrote:
Fri Aug 04, 2017 10:15 pm
I note that the announcement proudly proclaimed that the excess coverage would be "funded by CPA Australia".
Yes they are compensating us with our own money.
fidgetspinner wrote:
Fri Aug 04, 2017 11:39 pm
Not sure. Apparently they are working on getting a new professional standards scheme in place. How quickly can that happen?
Well once the governance issues are fixed at the next AGM and CPAA Advice is closed then an application to PSC can be put in. It would take 6 months from then.
The Naked Webmaster

fidgetspinner
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Re: Announcement from the Board of CPA Australia

Post by fidgetspinner » Sat Aug 05, 2017 7:05 pm

incitem3 wrote:
Sat Aug 05, 2017 2:21 am

We need a constitution change to allow members direct voting of directors, who would run for election just the way the corporations act default governance is designed to work.
Not sure what the default is when it comes to director nominations. In almost all organisations direct voting for directors is only for candidates chosen by an existing board. Thinking about it further I don't recall past presidents trying to democratise CPA governance back when they had the chance.

fidgetspinner
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Re: Announcement from the Board of CPA Australia

Post by fidgetspinner » Sat Aug 05, 2017 7:20 pm

incitem3 wrote:
Sat Aug 05, 2017 2:21 am
The corporate structure also needs to be overhauled . Why do we need Dickson at $900k as president and a CEO at $1.8m along with other executives all getting huge money while still teaching and being on the faculty of one of our imminent universities and even on the boards of other organisations and companies.
Where's $900k come from? Brett said $400k and even Tyrone Carlin was confirmed on less than the nominal remuneration in practice.

After everything its a given that any new CPA CEO will be on significantly less. There is a trend across ASX board rooms that new CEOs are coming in on less than the outgoing ones since reforms have been put in place giving shareholders a say.

http://www.abc.net.au/news/2014-09-18/j ... ue/5753842

That said apparently the new Chartered Accountants CEO is on about $1.2m and its a smaller organisation even with the NZ merger.

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nakedadmin
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Re: Announcement from the Board of CPA Australia

Post by nakedadmin » Sat Aug 05, 2017 9:57 pm

We would not know what Dickson is on at the moment.About $400K is the maximum as per the constitution but they have said they are allowed to pay whatever they like from CPAA Advice. I guess it's probable that he is on the same as Tyrone was which is over $400K, yes over the Article 45 limit. But the figure which I previously calculated was less than $500K.

The 2 COO's are on about $950K, perhaps that's what incitem3 was thinking of.
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certified sane
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Re: Announcement from the Board of CPA Australia

Post by certified sane » Sun Aug 06, 2017 10:56 pm

What a joke. Do they truly believe members will be happy with their half baked idea that they can appoint new members onto remuneration committee, new directors onto the board and a new CEO. Really.... If they want a unified CPA moving forward just allow the members to appoint a new board. This is nothing but another money & time wasting exercise to cover their arse. Also, what a joke to believe they can Band-Aid fix their stuff up with the PSC by spending members money on an insurance policy. I don't see this as anything positive, just pathetic. Convolutes the process towards justice even further.

fidgetspinner
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Re: Announcement from the Board of CPA Australia

Post by fidgetspinner » Mon Aug 07, 2017 12:14 am

certified sane wrote:
Sun Aug 06, 2017 10:56 pm
What a joke. Do they truly believe members will be happy with their half baked idea that they can appoint new members onto remuneration committee, new directors onto the board and a new CEO.
I hear you but there will be a majority or totality of new directors who were never part of the Alex thing so that is a big win and you can be that the new CEO will not be penning a book anytime soon!

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