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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Methinks we lost the war

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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Methinks we lost the war

Post by Brett Stevenson » Wed Oct 11, 2017 9:47 am

Hi all,
Just read Edmund Tadros's article in the AFR today on the 'new CPA' under Chairman Peter.
The signals and red flag indicators are pretty obvious.
There will be no action on Alex Malleys termination payment ('complex' is just shorthand for not action). You hardly need to be Sherlock Holmes to appreciate that part of that complexity is that it will involve taking the six CPA board directors to task in terms of their directors duties. I call it the 'focus on the future of CPA defence' which really means we do not want CPA to be in the news any more and forget the past, let's move on.
Have you noticed how little comment has been made by the eminent CPA's who were a little upset over the past matters, but now it is almost as if their retreat is into the let's be professional, keep it quiet and under wraps and by default are giving their imprimatur or seal of approval to the approach of the IRP.
I think for Peter Wilson to suggest that the new board members who have had a track history with CPA over the last ten years were not aware of what was going on is just sheer hubris and almost a default acceptance that the standard we can expect of our directors is pretty low.
For him to suggest that their specific knowledge of the quantum of expenditure on marketing was a legitimate oversight beggars belief. Did these people read the annual reports or any of the articles by members on this matter. Please Peter that is just sheer waffle.
And that hardly touches all the other issues.
C'mon Peter we may not be the smartest chips on the woodpile but don't treat us as fools.
The questions Edmund asked were good ones, and reading between the lines on your 'answers' would suggest to me that this really has been quite a professional whitewash.
By that I mean it is a whitewash but with all the lovely professional affirmations that give it credence (such as the IRP Eminence factor, and the focus on issues and concerns which cannot be legally actionable).
Yes, it's a whitewash alright, and this interview with Peter Wilson would just corroborate that in my view. As for the current board well, we shall see by their actions, but if this interview is any indicator then I suggest it will be more of the same.
Bit of a pity really.
Seems like we have lost the war.

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Red_Ferrari
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Re: Methinks we lost the war

Post by Red_Ferrari » Wed Oct 11, 2017 11:29 am

.
agree with all of the above
We played a great game, but we've been snookered.

The war was lost because, firstly, many members still aren't aware of what's happened or are simply apathetic (I've tracked down five CPAs in this building, and none of them could give a rats) and, secondly, none of us had any say in appointing the new board; zilch, nada. We were a bunch of muppets who had to await a decision from those dudes on the Representative Council, to see who'd be the new directors. For the new board to say or believe they were appointed by, and represent, members is a comical; and an insult to our intelligence.

We need a resolution at next year's AGM to remove this newly "elected" board. I suppose we're allowed to do that, as members, or have they snookered us here as well.

chuck_meister
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Re: Methinks we lost the war

Post by chuck_meister » Wed Oct 11, 2017 12:30 pm

Any board candidates that advocated immediate action and change were already filtered right out of the equation. All we have is more talk and no action. Of all the directors, I did see only one willing to engage on the CPA Linked In discussion group. What is the point of doing another bench marking review on Pay? All the other organisations have published it. It is clear from this information alone it justifies a 50% cut. No need to waste more time and $ on more unnecessary consultants. Not a peep regarding CPA Advice, by the time all the reviews and talk and engagement exercises are done, it would have hemorrhaged another million+ dollars.

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Brett Stevenson
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Re: Methinks we lost the war

Post by Brett Stevenson » Wed Oct 11, 2017 12:33 pm

I agree Red_Ferrari what is neede are lots of resolutions to be put to the next general meeting to push these issues. All that is needed is 100 members sign the resolutions and they then have to be brought before the members for voting.
I tend to think the rest of the fighting fund should be used to ensure we have legally okay resolutions to force these issues.
Malleys termination pay
CPA Australia Advice esp. directors fees
Cancel some life memberships
Other resolutions to focus on directors duties over the last five to 8 years, and possible breaches, and possible legal action by CPA
I think we need to force the issues and not allow the IRP dictate a forward looking approach with no action on past failures.
Crikey Peter Wilson is commending Jim Dickson when really we believe he perhaps should be held to account for matters such as Malleys termination pay.
Wow, I cannot believe the response of Chairman Peter and the passive response to the IRP approach.
And totally agree Chuck Meister. More benchmarking and directors pay reviews is just shorthand for indecision and unwillingness to act in the face of clear scandalous board level fees.

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Re: Methinks we lost the war

Post by nakedadmin » Wed Oct 11, 2017 5:25 pm

It's only half time and we won the first half. They've had the better of play in the opening of the second half but we always knew they would.

We are doing a new section 202B and the document is attached. Let's see how they defend this. Please sign off and send to cpaboardspill@gmail.com
Attachments
s202B_request_take2.pdf
(10.89 KiB) Downloaded 51 times
s202B_Take2_Explanatory_Memo.pdf
(29.01 KiB) Downloaded 45 times
The Naked Webmaster

MarkG
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Re: Methinks we lost the war

Post by MarkG » Wed Oct 11, 2017 6:57 pm

Brett, I disagree. Let's consider this.

On 1 May we received an email from the Board stating "We write to advise that you may soon receive unsolicited correspondence from a member, who has requested access to CPA Australia's full register of members.'

At that time the full weight of the board, CEO, management and funds of CPA were available to retain their position and behaviour. Since then, in just over 5 months, you, Joe Aston (and others), the Spillers, and this group of members have seen the following happen:

- The resignation of the entire Board (by year end).

- The departure of the CEO.

- A senate enquiry.

- A review panel convened (independent or otherwise).

- Complete elimination of branding and marketing and expense of the CEO and his waffle.

That is a huge achievement, and if progress does not continue (with whoever incumbent) then there will be a very public and rancorous debate in the lead up to the AGM. And the wider press will have a field day.

It is my view that the CEO and rump of the Board could have held their ground and fought this off, but they were shown up for their lack of business nous and directorial experience.

So we should all carry on and gain further support through to the AGM, via constitutional changes, to ensure the last 10 years of activity is wiped out as a failed experiment by a few people who usurped power at CPA while members were trying to earn a living.

Take a well earned break, Brett, then come back to see it through to the AGM.

Cheers,

Mark.

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Brett Stevenson
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Re: Methinks we lost the war

Post by Brett Stevenson » Wed Oct 11, 2017 8:30 pm

Yes, I think we do just disagree on that Mark.

We certainly won the battle (with some significant victories as you have detailed) but I am very very skeptical in relation to the 'war' on the very significant issues and the standing and future of CPA.
Governance as modelled by CPA Australia and CPA Australia Advice would be lucky to rate a 3 out of 10 now, but that is an improvement on the 1 out of 10 prior to the changes. However to think that is adequate or even appropriate for a professional organisation which purports to be a standard bearer and setter, I think not. Accounting and auditing standards ditto as displayed by CPA. I just plain disagree with the approach of the IRP with their 'only forward' focus, and letting bygones be bygones, as thoroughly inadequate.
For goodness sake the IRP could not even recommend that members directly vote for directors. If you think the example of remuneration (especially the termination payment to the CEO of $4.9 million, and the CPAA Advice KMP remuneration of $1.5 million over 19 months on a total revenue of $47,000) can be just skimmed over with no recourse to some sort of recouping action or closer look at the duties of the directors involved, then I think we have laid the foundation for a weak CPA.

If you think their will be a 'very public and rancorous debate in the lead up to the AGM' I think you are kidding yourself.
The IRP Report has laid down what the changes will be, and that is what will be done by the new board. They have already told us what those changes will be in their preliminary report. I believe most of those changes are either cosmetic and/or pretty obvious. The ones which could have the power to really strike to the heart of the issues have been left out completely.
The realpolitik Mark is that the IRP have snookered the opportunity to really make the changes necessary for CPA to regain some of its professional punch.
If you think their report is okay, well we just disagree.

But irrespective, to expect a rancorous and very public debate leading up to the AGM is just plain wishful thinking I reckon. But you and others may well be able to 'rally the troops' at the time. I tend to think many good CPA's will not be renewing their membership come 31st December. And you can hardly blame them unless their is some significant change. I hope I am wrong, but it isn't looking good.

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Re: Methinks we lost the war

Post by JWheldon » Wed Oct 11, 2017 8:52 pm

I agree with you MarkG. The battle is certainly not over and so much has been achieved. Also agree with Brett's comments, that resolutions need to be passed to remove the lifetime membership for the Past Presidents, and stop this excess and non-disclose. Also need to remove the management team at CPA Australia, that have lost the confidence of the general membership.

May l suggest, that maybe ASIC told the old board, they had to go, and gave little option. Hopefully Graeme Wade etc at CPA Australia Advice will also be gone soon, because they have done a terrible job in running this business. Maybe President Wilson, can update the members as to when the new directors of CPA Australia Advice, will be appointment, or will Graeme Wade etc still continue to getting large remunerations from this venture??

The AFR comments of Peter Wilson are interesting

http://www.afr.com/business/accounting/ ... 010-gyxpqj

"I think the issue is that nobody knew. Apart from the [old] board and the management, who had a commercial-in-confidence obligation to the company of executing the strategy, nobody knew what it cost," Mr Wilson said.

This interesting, that non-disclosure agreements, lead to the small club within the club, doing what they wanted.

"Mr Wilson also said that the new board members, who have been appointed for terms ranging from one to three years, have not yet finalised their salaries. Instead, they will commission an external body to do benchmarking and then backdate their payments to October 1.

Mr Wilson said appropriate benchmark outfits include other large mutual organisations, like insurance and emergency assist body RACV, which has 2.1 million members, and "medium-sized private companies that have international business interests".

RACV has no legal obligation to disclose the salary of managing director and CEO Neil Taylor and did not break out his pay figures in its latest annual report, while Mr Malley frequently cited CPA's "more than 160,000 independently-minded members in 118 countries" as a sign of his success."

It is interesting that the board believes they should use the remuneration at RACV to determine remunerations, yet few clearly know the remunerations at RACV, as it doesn't have to disclose it

"Mr Wilson did say that Mr Malley's golden parachute of $4.9 million, the equivalent of three years' base pay, was "too much".

Asked if CPA would seek to claw back the golden parachute from Mr Malley, Mr Wilson said: "That's one of the issues the board will look at going forward. It's also a complex issue."

Mr Wilson declined to comment on whether Mr Malley's salary of $1.8 million a year was appropriate for a member body. The Interim Report found Mr Malley's salary was excessive and out of line with other similar organisations.

Mr Wilson said benchmarking would help him determine "what the appropriate remuneration and range for a CEO of CPA Australia is. And that will inform my view as to whether the previous amounts were too much or that number was at the high end of the range or whatever.""

Also interesting that they agree the payout for Alex Malley was excessive, and the issue of Alex's payout is complex. Maybe because the contract CPA Australia entered into with Alex was in the best interest of Alex Malley. Maybe because Alex Malley had too much power, and very little accountability. As already demanded by many members. Mr Wilson, do the right thing and let the members see Alex Malley's contract. Let the members see when the contract was entered into, who signed the contract on behalf of the board, and what the terms and conditions of the contract were. All the comments by Past President Jim Dickson, and now yourself and others, would clearly indicate that the members of CPA Australia were taken advantage of, by Alex Malley. If Alex Malley did act in the best interest of the members, then l challenge you to disclosure the employment contract of Alex Malley to the members.

"Mr Wilson said, in addition to his CPA role, he would continue as chairman of the Australian Human Resources Institute and as a non-executive director of the Victoria Teachers Mutual Bank and Vision Super.

"[In] the last 18 months, in particular, I've been looking for a role, it could take up about two days a week in my program," he said of the CPA chairmanship.

"AHRI, the Australian HR Institute is another two days, and the other boards I do over a day, two of them meeting in the evening," he said.

Asked if two days a week was enough given the size of the CPA rebuilding task, he said: "Well, I think between CPA and AHRI...it will be up to three days and actually on the weekends, so I guess I'll be applying sometimes up to four or five days out of the seven as needed." "

Also interesting, that for the amount they get paid, he expects to work only two days a week. So ,is that about $20,000 or $30,000 a day that he gets paid for working at CPA Australia??? I wonder if President Peter Wilson consulted with Past President Tyrone Carlin, on the amount of time required at CPA Australia?? Does he now work 9 days and 23 hours a day???

Also now wonder if the professional accountants that volunteer at CPA Australia, will now think twice, and also request professional remunerations for the valuable time they give to CPA Australia. I would assume a lot of the partners of the large accounting firms that provide their time on the Committee's, etc with CPA Australia will be thinking twice about the services they provide to CPA Australia. If it is good enough for the board to get paid professional remunerations, then the committee members and others, will also be putting in a professional pay claim. I will probably need to keep reading the AFR, for when the professional accountants that provide services at all the committees etc get a huge pay increase or don't provide any services.


I look forward to the response from President Peter Wilson. Looks like he is doing the CEO job, which clearly Adam Awty is not able to do. Here is another suggestion Mr Wilson, why don't you just save the $1million price tag (assuming this is correct), that you are thinking of paying the new CEO, and save this money, and just do the job yourself. The CEO is just a marketing manager, so get a new marketing manager. One would expect that the President of the Accounting organisation to do something.

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R2D2
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Re: Methinks we lost the war

Post by R2D2 » Wed Oct 11, 2017 10:53 pm

JWheldon wrote:
Wed Oct 11, 2017 8:52 pm
"Mr Wilson said, in addition to his CPA role, he would continue as chairman of the Australian Human Resources Institute and as a non-executive director of the Victoria Teachers Mutual Bank and Vision Super.

"[In] the last 18 months, in particular, I've been looking for a role, it could take up about two days a week in my program," he said of the CPA chairmanship.

"AHRI, the Australian HR Institute is another two days, and the other boards I do over a day, two of them meeting in the evening," he said.
Wow, great news! Peter W's appointment as CPAA Chairman has filled in 2 days a week in his "program". How lucky is that?

theallseeingeye
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Re: Methinks we lost the war

Post by theallseeingeye » Wed Oct 11, 2017 11:02 pm

Enough with the negativity . That includes you Brett. Plenty of time still left on the game clock, wickets in hand, all that.

I agree, the IRP forward-looking whitewash is one of the worst-case outcomes I envisaged , but remember, it was a draft report.

Know that the IRP , and new Board members, are now receiving submissions describing exactly all the concerns outlined above. I too have been equally explicit with both parties on actions that aren’t being taken already and could be, investigation required, and accountability for the past. I encourage everyone to do the same.

So this saga could still play out in a number of directions in terms of getting disclosure of the past , and satisfy our “hunger” to a greater or lesser degree. But the dumbest thing the new Board could do is hide behind a purely forward-looking IRP final report (if it turns out that way). There will be more media fallout, an EGM to contend with from the Spillers, more damage to the CPA brand. They will appear only marginally less evasive than the previous leadership. But - I have no reason to assume the new Board is that dumb. I think it’s too early for final judgement after one board meeting.

Stay engaged, stay vigilant.

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Brett Stevenson
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Re: Methinks we lost the war

Post by Brett Stevenson » Thu Oct 12, 2017 7:19 am

I suggest that when you say allseeingeye
Enough with the negativity . That includes you Brett.....and remember it was a draft report.
that you answer the question I wonder why the IRP ignored all the obvious elephants in the room in their draft report?

That's realism not wishful thinking.
I think a big part of that answer lies with the silent DC Presidents, the recently past CPA board members and the advice of 'eminent CPA's'. For the two former groups I have scant regard, and for the latter group I say eminence is ...........................(I leave it to others to finish the sentence).

And when you say
Stay engaged, stay vigilant.
what do you really mean?

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Re: Methinks we lost the war

Post by theallseeingeye » Thu Oct 12, 2017 11:47 am

Exactly, it’s a draft report. So the question is , are the IRP keeping their powder dry for the final report, perhaps they are waiting for answers to key questions/info requests they have asked of the Board; or , are the IRP really so lame that they will avoid the elephant in the room and limit their final findings to safe, forward-looking recommendations , with no accountability? I don’t pretend to know the answer to that. I’ve seen plenty of corporate situations - including a Board removing a founding CEO of a listed company - where the circumstances were such that it is better to take the time and lay the groundwork than just act for the sake of acting. Is that what is happening here? I don’t know . I’m trying to keep an open mind until the final report.

In the meantime, we should keep pushing for what we want, and be vigilant on the new Board’s actions.

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Brett Stevenson
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Re: Methinks we lost the war

Post by Brett Stevenson » Thu Oct 12, 2017 12:40 pm

With all due respect allseeingeye the IRP has quite specifically said about member submissions fololowing the preliminary report that
the primary focus is to further develop the recommendations rather than to reconsider its findings.
If you believe they will vary their findings then I think you are not reading what has been said by them.
It is just wishful thinking.
The modus operandum is pretty clear.
In other words there will be no more findings on the matters they have ignored or conveniently missed (the elephants in the room so to speak).
They have specifically said that.
I find their modus operandum just as sneaky as that adopted by the previous board which was to call and speak to either Graeme Wade or Jeff Hughes if you had any queries. Well we all know what that resulted in for quite a few years.
The IRP is just saying there will be no more findings, if you don't like our preliminary report then bad luck. That's it. It all sounds so professional and reasonable with them saying a preliminary (draft per allseeingeye's words) with a final to come.
But clearly the final is not going to dig any deeper.
The expectation and the impression created is that of openness and transparency and really wanting to dig in, but the reality is far different.

In other words most would have the impression that the draft is just a first go, and that if anything important is missing they will amend and improve. But that is wrong. You need to read what they have specifically said in their communications to us, and from which I have taken the above salient quote.
This is the modus operandum of a professional whitewash. Very clever but makes a bit of a mockery of words like integrity I suggest.

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Re: Methinks we lost the war

Post by JWheldon » Thu Oct 12, 2017 3:50 pm

The Independent Review may not achieve everything, and again may not achieve anything, expect a huge use of CPA Australia resources and funds. The final report, may simply go the way of all government reports, which costs millions of dollars to produce like the Gonski report and the Gonski report 2.0. Great recommendations, but management doesn't have the will to implement the change. Yet reviews and reports will always be undertaken to hopefully get change and improvement. The issue is the check and balances in the system, like the audit. The current audit process is not appropriate for the Not-for Profit industry. Even the disclosure of True and Fair is questionable.

CPA needs to undertake an appropriate forensic accounting review of the accounts of CPA Australia over the last ten years to look at how things went so wrong and ways to improve, and stop it from occurring again. Also look at whether inappropriate activities which require legal action is necessary, like the Alex Malley contracts and payout, or the consultant payments and entities receiving funds from CPA Australia.

If reviews and reports were a waste of time, then maybe Dr Eva Tsahuridu should resign from CPA Australian, and change her specialist research from ethics, given all the input on corporate governance and ethics, that she has put in over many years. Yet again, change in culture is not achieved quickly, because the board and management over the last 10 years, must have ignored her advice.

CPA Australia has been shown by Brett and many other general members to have many shortfalls. The State Presidents, the committee members and those directly involved with CPA Australia should have been aware of, and corrected these issues, via the appropriate check and balance mechanisms over many years, but didn't.

The battle is never over and will always continue, but the audit process and auditors needs to change, and the check and balances within CPA Australia need to also change. If it takes the general membership to uncover just a few problems, then what other problems are there that we the general membership have not uncovered. Maybe membership funds have be transferred overseas for inappropriate use?

The fight for improvement with CPA Australia must continue, and will take both young and old members to get involved. They must continue to voice their opinions, when they see problems and not be told to shut up by a management team or board who operate for their own best interest and not the best interest of the membership.

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Re: Methinks we lost the war

Post by nakedadmin » Thu Oct 12, 2017 7:28 pm

theallseeingeye wrote:
Thu Oct 12, 2017 11:47 am
Exactly, it’s a draft report. So the question is , are the IRP keeping their powder dry for the final report, perhaps they are waiting for answers to key questions/info requests they have asked of the Board; or , are the IRP really so lame that they will avoid the elephant in the room and limit their final findings to safe, forward-looking recommendations , with no accountability?
It's a preliminary report not draft and they didn't accidentally forget to investigate the big claims. You're being a little hopeful with that.
The Naked Webmaster

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jendalitz
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Re: Methinks we lost the war

Post by jendalitz » Mon Oct 16, 2017 9:08 am

I don't think its being negative to ask a lot of questions. What is negative is when we ask, but never get answers. I have asked before, and yet to have a response, on what the IRP is actually costing members. What is the budget? For a bunch of finance people, we're kept completely in the dark on the numbers. I suspect it will end up being a 7 figure number and for that I would expect a lot more in terms of recourse as well as the forward looking suggestions...

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Stomper
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Re: Methinks we lost the war

Post by Stomper » Wed Oct 18, 2017 5:42 pm

jendalitz wrote:
Mon Oct 16, 2017 9:08 am
I don't think its being negative to ask a lot of questions. What is negative is when we ask, but never get answers. I have asked before, and yet to have a response, on what the IRP is actually costing members. What is the budget? For a bunch of finance people, we're kept completely in the dark on the numbers. I suspect it will end up being a 7 figure number and for that I would expect a lot more in terms of recourse as well as the forward looking suggestions...
I'm still waiting for a simple response to my simple question "is any director or executive receiving fees or salary from CPA Advice?" - I'd be happy with just a simple yes or no.

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Re: Methinks we lost the war

Post by fidgetspinner » Wed Oct 18, 2017 7:27 pm

JWheldon wrote:
Thu Oct 12, 2017 3:50 pm
CPA needs to undertake an appropriate forensic accounting review of the accounts of CPA Australia over the last ten years to look at how things went so wrong and ways to improve, and stop it from occurring again. Also look at whether inappropriate activities which require legal action is necessary, like the Alex Malley contracts and payout, or the consultant payments and entities receiving funds from CPA Australia.
JWheldon wrote:
Thu Oct 12, 2017 3:50 pm
CPA needs to undertake an appropriate forensic accounting review of the accounts of CPA Australia over the last ten years to look at how things went so wrong and ways to improve, and stop it from occurring again. Also look at whether inappropriate activities which require legal action is necessary, like the Alex Malley contracts and payout, or the consultant payments and entities receiving funds from CPA Australia.
I appreciate the passion but with all due respect a forensic accounting is not likely to help. Unless there has been fraud or money laundering it is just throwing good money after bad. Once transactions are duly authorized by management or the board then forensic accounting is not relevant. Instead you are in the realm of “business judgement”.

I’m sure others know this but as long as the board or management take decisions which are in the spectrum of what is rational then legally that is the end of it. It does not have to be optimal or even reasonable or what we or a majority of members may want. They can make a business judgement to pay a salary above benchmark or spend money on marketing strategies that other boards would not.

You can imagine the defences. For example, a CEO contract with a longer notice period can be defended with a view that they wanted to lock in the Malley because of the personal branding. Also it would be a shock if the board didn’t already have a written legal opinion that the Malley payout was lawful and defensible as they were in the spotlight. CPA Advice has been defended as loss leading and in the public interest. It is not unlawful to get it wrong or lose money.

We may find a lawyer to take our money but no matter how objectionable we think some spending may be the business judgement rule means it has to be basically fraudulent or virtually insane for a court to entertain clawing money back from directors. I’m sorry but just saying that we would have preferred something other than Alex’s show, his book, his salary, his payout, a particular sports sponsorship or the marketing budget is nowhere near enough legally.

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Re: Methinks we lost the war

Post by Stomper » Wed Oct 18, 2017 8:01 pm

fidgetspinner wrote:
Wed Oct 18, 2017 7:27 pm
CPA Advice has been defended as loss leading and in the public interest. It is not unlawful to get it wrong or lose money.
Not if CPA Advice was set up contrary to the object of the CPA Constitution.

Objects of the Company

The objects of the Company are to promote excellence, enterprise and integrity
amongst
Members and the financial, accounting and business advisory professions
generally,

to educate Members with respect to their duties and responsibilities as
members of the financial, accounting and business advisory professions, and

to prescribe the highest standards of ethics and professional conduct for Members.

In fulfilling these objects, the Company will:

(a) take an interest in legislative, economic and social matters affecting the
Company’s objects;
(b) affiliate with organisations with similar objects; and
(c) do all such other things incidental or conducive to the attainment of the
Company’s objects.


No one has yet been able to explain to me how setting up the business of CPA Advice meets these Objects.

If so, the directors may well be in breach of the Constitution and therefore their duties as directors and the members may have the right to pursue for damages.

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Re: Methinks we lost the war

Post by fidgetspinner » Wed Oct 18, 2017 8:24 pm

OK I will try to play devil's advocate.

Any lawyer worth their salt will say that it was intended to "promote excellence, enterprise and integrity". Excellence and integrity in having a qualification and platform and one which was free of commissions blah blah. Enterprise in promoting another income stream for CPAs and so on.

Lawyers can also use this one as a cover all: (c) do all such other things incidental or conducive to the attainment of the Company’s objects.

Company objectives are unlikely to be construed very narrowly and the onus of proof is on the the plaintiff. I suspect we would almost need to show it was done for an improper purpose. it is a big stretch.

I know Brett and others have been criticised for being negative and I don't think that is fair on them. We do need to be real and anticipate counter arguments and obstacles. At best legal action is a very uphill and expensive battle.

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