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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My letter to the Board re Malley termination

Key contributor Jen Dalitz topics for discussion
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jendalitz
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My letter to the Board re Malley termination

Post by jendalitz » Sun Jun 25, 2017 10:56 am

Members we are in the middle of a shit storm of great proportions. Another day, another scandal at CPA Australia. This time the Board – while arguably inquorate – has announced a $4.9m termination payment to our CEO. Members are quite rightfully turning their thoughts to why – within the course of one week – the Board has gone from wholehearted support of Mr Malley, to terminating him with a golden handshake the scale of which can only be described as scandalous.

Our suspicions are that this action by the Board is an attempt to evade the “independent review” process they announced a week earlier. Why else would they not allow the review process, and the ASIC review already in train, to run their course?

You can read my letter to the Board here on my blog: http://jendalitz.com/advocacy/case-stud ... ompetence/

I would encourage all members of CPA Australia to join me in standing up and having their say. It’s more important than ever to use your voice to guide the future outcomes of our organisation.

raleighcpa
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Re: My letter to the Board re Malley termination

Post by raleighcpa » Sun Jun 25, 2017 12:00 pm

Well done Jen.

Your letter communicates the issues effectively and in a clear and well written manner.

When the smoke clears, you'll certainly have my vote!

slaa4044
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Re: My letter to the Board re Malley termination

Post by slaa4044 » Sun Jun 25, 2017 1:57 pm

I too, have written to the Board. Unfortunately I cannot attach, and it is a bit long .... but here goes ....

Dear Mr Dickson,

Board/CEO Performance
As a member of CPA Australia I have no voice in any formal forum, so my only alternative is to write to you and express my extraordinary disappointment, and quite frankly dismay, over the conduct of the (now former) CEO Mr Malley, and the Board of Directors (Board) over an extended period of time.
Naively, I thought the Board were focused on the interest of members, and acting in the public interest more generally and failed to engage with the organisation activities in a meaningful way. I expected the Board independently and objectively assesses the organisation's decisions, and oversees the performance and activities of management as per the Board’s role outlined on the website. I expected the organisation to focus on its core activities of education, training, technical support and advocacy.
The conduct of the group you now head is at best incompetent, but more likely, corrupt. The core professional attributes of independence and objectivity have been compromised for self-aggrandisement and financial benefit. While this be exposed in the fullness of time, it is now time for the Board to take responsibility.
As noted on the website, the Board is responsible for a number of key decisions including:
• “setting and approving the organisation's strategy, direction and financial objectives
• appointing the president and deputy-presidents
• approving financial statements
• evaluating of the CEO's performance;
• making and amending By-Laws and other regulations” (https://www.cpaaustralia.com.au/about-us, accessed 25 June 2017)
As a member who was unable to walk away from my position at the University of Sydney to attend the AGM, and as a result of subsequent revelations, I would like an explanation of the Board’s performance and activities in respect of the following:
1. When and why did the strategy move from supporting the core activities of the organisation (education, training, technical support and advocacy), to growth, marketing, self-help etc.? The organisation has a largely ‘captive’ membership and annuity-style revenue streams, there is no evidence of any focus of value for money for members or improving the organisation’s performance in its four core activities;
2. What are/were the measures of independence and objectivity employed in appointing the President and Deputy Presidents (this is important as it has become a financial windfall to take these roles on)?
3. Why, despite repeated requests from members, were financial statements approved with inadequate disclosures?
4. Why did it take legal processes that the Board ‘unfortunately’ had to comply with to obtain reasonable information?
5. Why did the Board think it necessary to publicly vilify those asking questions about the Board/activities and remuneration by sending out statements to ‘all members’ effectively only allowing certain voices to be heard?
6. What are the terms of reference for the Review? How is independence of the named panel members going to be achieved?
7. How can what is left of the Board (not sure if the Board can act as it is not possible for it to be quorate) evaluate the CEO’s performance and terminate his contract without providing any justification and having only one week earlier (same Board) provide a ringing endorsement for Mr Malley’s performance as CEO?
8. How can Mr Malley receive such a significant termination payment if he was terminated for wrongdoing/misconduct? What changed between June 16 and June 23 2017? If he resigned, why the payout? It appears the Board are exposing CPA Australia to further legal action if Mr Malley was terminated without cause. If there was no cause, why do it? It is not misuse of member funds if Mr Malley was terminated with no cause.
9. How was Mr Malley’s performance evaluated? What were his KPIs, how do they relate to the core activities of the organisation? On what basis did Mr Malley get bonuses? Who approved his contract? When, if ever, was it varied to a point where a $4.9m termination payment ended up being appropriate? A termination payment the size of Mr Malley’s means the contract must be unconscionable.
10. Has the Board not placed Mr Awty in the same position of being terminated while the flawed strategy just continues? Unless Mr Malley was found to be guilty of wrongdoing or misconduct, the risk is exactly the same. How can Mr Awty perform differently to Mr Malley? What sort of contract has been negotiated with Mr Awty, so when he fails, which he must while it is business as usual (same strategy, same Board) the organisation again will suffer a multi-million dollar termination payment.
11. Why did the Board allow the governing documents to be changed to ensure no appropriate member voice? Who approved that ‘strategy’? I can hear the Board now hide behind “it went to a member vote”, but these changes were never in the interests of the members of the organisation so should never have been put to a member vote. The Board decides what goes on the Agenda of an AGM.
12. Any changes to governing documents should be in the best interests of the membership. Can you please explain how the changes were in the interests of the membership?
13. Why can we not find out who is on the Representative Council? This is not an ICT issue, but a deliberate attempt to obfuscate and avoid accountability. I have written twice to ask for the list of names (March and June). As a member, as this group represents me, and it is simply a list, responding to my email should be quite straightforward.
14. Why can accurate numbers of members (including their status, e.g. ASA, CPA, FCPA), not be provided?
I call on the entire Board to resign after appointing a suitably qualified group to administer (akin to a company in administration) to oversee the constitutional and management changes required to reorient the organisation back to its core purpose and activities consistent with a not-for-profit membership organisation.
The organisation has no hope of change when the same Representative Council who appointed the Board in 2016 will be in charge of new Board membership. The Representative Council seems to generally appoint from within their ranks.
Additionally, the criteria for nomination to the Board needs to be revisited. CPA Australia is not a listed, for profit entity. Having Board members directing it that way and supporting a CEO who was solely focused on marketing his own brand has led to the current situation. Mr Malley spent 8 or more years living his big life to the detriment of CPA Australia.
Board members need experience and skills in the areas that constitute the purpose of the organisation. But mostly, they need to bring an independent questioning mind and certainly be independent of the CEO. Attributes sadly lacking from the current Board where the only incentive seems to be financial.
The Board is responsible for setting and ensuring the execution of organisational strategy. The Board must accept responsibility for that.
CPA Australia is a case of governance failure. Mr Malley and the Board that supported him will no doubt appear in texts and case notes alongside the Lays, Bonds and Skases. However, the big difference in those other cases that these were corporate entities where those investing knowingly put their funds at risk. In this case, it is not only the financial burden of a flawed and possibly unlawful strategy, but it is the reputation of the designation and all those who call themselves accountants that has been adversely affected.
Your early response to the questions above is appreciated.
Regards

Sandra van der Laan (Member No. 9240937)
BCom, MCom, PhD, Grad Cert Ed. Studies (Higher Ed.) FCPA, GAICD.

passedfc
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Re: My letter to the Board re Malley termination

Post by passedfc » Sun Jun 25, 2017 2:07 pm

Jen
Thank you for your very articulate letter and lets hope that Jim Dixon and the remaining board and executive actually have the fortitude to act in the interests of CPA members.
I hope you remain active here and assist Brett and his team to get the clean up done.
Yes you have my vote.

passedfc
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Re: My letter to the Board re Malley termination

Post by passedfc » Sun Jun 25, 2017 2:16 pm

And Sandra !
another very articulate member able to such a letter together and put it to the board.
I am in awe of such very articulate communication.
Both you and Jen are the people we need .. now and in the future .
Thanks again for such great correspondence.

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Stomper
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Re: My letter to the Board re Malley termination

Post by Stomper » Sun Jun 25, 2017 3:02 pm

Jen and Sandra - bravo!!!!!!
People like you, Brett and many others on this group give me hope for the future.
Maintain the rage!!!

Dave
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Re: My letter to the Board re Malley termination

Post by Dave » Sun Jun 25, 2017 3:31 pm

Well done to Jen and Sandra,

The Board should be personally held liable for the payment which is probably in excess of their authority and not compliant with the law.

When the time comes to appoint a new Board you will have my vote.

passedfc
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Re: My letter to the Board re Malley termination

Post by passedfc » Sun Jun 25, 2017 3:37 pm

we need the Jens and sandras for the future

mac42
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Re: My letter to the Board re Malley termination

Post by mac42 » Sun Jun 25, 2017 4:16 pm

Jen and Sandra,

Both of these letters are excellent, thank you for your contribution.

cpa66
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Re: My letter to the Board re Malley termination

Post by cpa66 » Sun Jun 25, 2017 10:09 pm

Wow - Congratulations and many thanks to Jen and Sandra
for eloquently portraying our deep seated disgust over the Conduct of the Board, Malley and executive management.

Enough is enough of the continual display of Board and Management incompetence and disregard for highest standards of Governance, all contributing to the degenerating public perception of CPAA

I have personally expressed my disgust yesterday to Paul Tiernan - President of the WA Council

I agree with Jen that we should all express our dismay to the Board. Perhaps 200 plus emails to them might vindicate that we are more than just "rogues"

Lui Evangelista

JJF
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Re: My letter to the Board re Malley termination

Post by JJF » Mon Jun 26, 2017 6:24 am

Brilliant letters from Jen and Sandra!!!

Surely its now time for an EGM to allow members to decide on how CPAA moves forward?

CampagDom
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Re: My letter to the Board re Malley termination

Post by CampagDom » Mon Jun 26, 2017 6:56 am

Thank you Jen and Sandra for your well-worded letters to the CPA Board which reflects accurately the general sentiments of many CPA members.
I support you both and Brett in this matter.
We have the "people power" to change this and we should continue to maintain the pressure on the Board. I would like to see a detailed independent review of the CPA Board decisions from 2009 when Malley first infested the organisation.

theallseeingeye
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Re: My letter to the Board re Malley termination

Post by theallseeingeye » Mon Jun 26, 2017 9:25 am

Here's mine :

Dear Mr Dickson and Members of the Board,

I suspect you are receiving some long and ranty letters in relation to recent events, so I will endeavour to keep this short.

By way of background, I am a CPA of 18 years standing, with a career across the US, Asia Pacific, and Europe. I have led multinational organisations of over 100 staff, been the CFO of a listed company, and been involved in contracts worth billions of dollars. Thus, I have an exposure to the corporate world that most of our suburban CPA’s and associates do not have. I am also a past President of a branch of CPA Australia, and have met Mr Malley, Mr Wade, Ms Egan, and Mr Hughes on occasion.

My first concern is the increasing appearance that our member’s money is not being spent in their interests. Specifically it is without question, in my experience, that the remuneration being paid to our top executives, and the double-dipping of salaries and directors fees through the establishment of the CPA Advice subsidiary, is outrageous. Furthermore, the termination payment to Mr Malley is excessive , not only in my experience, but in the context of governance standards and Corporations Law that CPA Australia professes to follow; the phrase in your letter “according to our obligations” does not make it less so, and if anything brings into question the judgement of a Board that approved such terms to begin with.

Secondly, the CPA brand has been brought into disrepute. Of public record are incorrectly and incompletely filed returns, the need to force s202B disclosures, the sudden departure of 7 of 12 Board members, the concerns over limited liability in NSW and Victoria, appointing visibly non-independent people to conduct a review, and worst of all, the incompetent handling of Public Relations around every single issue. The latter point about PR beggars belief , for a business that has become identified with a “media darling” CEO. Any one item on this list is forgivable, but instead it is a never-ending stream of bad news. We are past the time of blaming “6 rebel members” or a newspaper campaign. For this damage to our professional accreditation, the Board and Senior management are accountable.

I contend that Board and senior executive management of CPA Australia has failed to act in the interests of the members of CPA Australia, have lost a sense of objective decision making, and are not able to ensure the execution of the duties required to operate a company to the high standards expected of a peak accounting body.

I call on the Board to immediately –

1. place CPA Australia under administration, to
(a) ensure day to day operations
(b) ensure retention of historical files and records necessary for an independent review;
(c) establish, with member consultation, the terms of reference for an independent review; and
(d) oversee the election of Board members, including candidate selection;

2. block all termination payments (including to Mr Malley) pending independent review by an administrator;
3. step down.


The alternative will quite clearly be a long, drawn-out campaign of member unrest; reduced income as a result of member resignation and fewer students opting for CPA studies; more negative media exposure; and the likelihood of a deeper ASIC investigation with stronger sanctions and penalties than if the Board had taken decisive action sooner. The members that you serve, and the accounting profession, deserve better than this.


Regards

theallseeingeye FCPA
Member # xxxxxxx

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Stomper
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Re: My letter to the Board re Malley termination

Post by Stomper » Mon Jun 26, 2017 10:06 am

Great letter @theallseeingeye

sjc431
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Re: My letter to the Board re Malley termination

Post by sjc431 » Mon Jun 26, 2017 10:35 am

jendalitz wrote:
Sun Jun 25, 2017 10:56 am
Members we are in the middle of a shit storm of great proportions. Another day, another scandal at CPA Australia. This time the Board – while arguably inquorate – has announced a $4.9m termination payment to our CEO. Members are quite rightfully turning their thoughts to why – within the course of one week – the Board has gone from wholehearted support of Mr Malley, to terminating him with a golden handshake the scale of which can only be described as scandalous.

Our suspicions are that this action by the Board is an attempt to evade the “independent review” process they announced a week earlier. Why else would they not allow the review process, and the ASIC review already in train, to run their course?

You can read my letter to the Board here on my blog: http://jendalitz.com/advocacy/case-stud ... ompetence/

I would encourage all members of CPA Australia to join me in standing up and having their say. It’s more important than ever to use your voice to guide the future outcomes of our organisation.
That's an excellent letter to the board clearly outlining the current situation, well done Jen!!

sjc431
Posts: 41
Joined: Thu Mar 30, 2017 3:44 pm

Re: My letter to the Board re Malley termination

Post by sjc431 » Mon Jun 26, 2017 10:38 am

theallseeingeye wrote:
Mon Jun 26, 2017 9:25 am
Here's mine :

Dear Mr Dickson and Members of the Board,

I suspect you are receiving some long and ranty letters in relation to recent events, so I will endeavour to keep this short.

By way of background, I am a CPA of 18 years standing, with a career across the US, Asia Pacific, and Europe. I have led multinational organisations of over 100 staff, been the CFO of a listed company, and been involved in contracts worth billions of dollars. Thus, I have an exposure to the corporate world that most of our suburban CPA’s and associates do not have. I am also a past President of a branch of CPA Australia, and have met Mr Malley, Mr Wade, Ms Egan, and Mr Hughes on occasion.

My first concern is the increasing appearance that our member’s money is not being spent in their interests. Specifically it is without question, in my experience, that the remuneration being paid to our top executives, and the double-dipping of salaries and directors fees through the establishment of the CPA Advice subsidiary, is outrageous. Furthermore, the termination payment to Mr Malley is excessive , not only in my experience, but in the context of governance standards and Corporations Law that CPA Australia professes to follow; the phrase in your letter “according to our obligations” does not make it less so, and if anything brings into question the judgement of a Board that approved such terms to begin with.

Secondly, the CPA brand has been brought into disrepute. Of public record are incorrectly and incompletely filed returns, the need to force s202B disclosures, the sudden departure of 7 of 12 Board members, the concerns over limited liability in NSW and Victoria, appointing visibly non-independent people to conduct a review, and worst of all, the incompetent handling of Public Relations around every single issue. The latter point about PR beggars belief , for a business that has become identified with a “media darling” CEO. Any one item on this list is forgivable, but instead it is a never-ending stream of bad news. We are past the time of blaming “6 rebel members” or a newspaper campaign. For this damage to our professional accreditation, the Board and Senior management are accountable.

I contend that Board and senior executive management of CPA Australia has failed to act in the interests of the members of CPA Australia, have lost a sense of objective decision making, and are not able to ensure the execution of the duties required to operate a company to the high standards expected of a peak accounting body.

I call on the Board to immediately –

1. place CPA Australia under administration, to
(a) ensure day to day operations
(b) ensure retention of historical files and records necessary for an independent review;
(c) establish, with member consultation, the terms of reference for an independent review; and
(d) oversee the election of Board members, including candidate selection;

2. block all termination payments (including to Mr Malley) pending independent review by an administrator;
3. step down.


The alternative will quite clearly be a long, drawn-out campaign of member unrest; reduced income as a result of member resignation and fewer students opting for CPA studies; more negative media exposure; and the likelihood of a deeper ASIC investigation with stronger sanctions and penalties than if the Board had taken decisive action sooner. The members that you serve, and the accounting profession, deserve better than this.


Regards

theallseeingeye FCPA
Member # xxxxxxx

That's an excellent letter - it is comforting to realise so many letters of this nature are now flooding their inboxes

kissofjudas
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Joined: Fri May 05, 2017 10:24 am

Re: My letter to the Board re Malley termination

Post by kissofjudas » Mon Jun 26, 2017 10:59 am

Jen, Sandra & allseeingeye - bloody brilliant letters! You all perfectly capture what the members want. Will you please run for directors once we dislodge the current batch of incompetent and thoroughly corrupt board? You have my vote along with Brett.

Time4Change
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Joined: Mon Jun 05, 2017 2:20 pm

Re: My letter to the Board re Malley termination

Post by Time4Change » Mon Jun 26, 2017 11:33 am

May I please encourage each one of us to start writing letter to our board of directors and divisional council. This is our opportunity to voice our anger and frustration in a polite and professional manner. When you write to the board, please ask them to register the letter as an official complaint, this way it will be recorded. We all have something to gain or loss and let's be proactive. Thank you.

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The Cyclist
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Re: My letter to the Board re Malley termination

Post by The Cyclist » Mon Jun 26, 2017 12:56 pm

Here's mine which is being sent to the Board and the Victorian Divisional President.

Dear Mr Dickson and Members of the Board,
Please accept this letter as an official complaint and a request that the Board and the two remaining senior executives stand aside or resign.

I have been astonished at the commentary and decisions taken by the board and senior management of CPA Australia over the past few months. Each step and decision made in the face of valid questions from members has elevated my level of dismay and disbelieve that so called educated individuals with business experience could collectively and continually display the levels of disregard to acceptable ethics, professional duty, fiduciary responsibility and just common sense.

I didn’t think that things could get any worse after your announcement last week about a fiercely independent review by two eminent individuals who were already tainted by their past endorsements of Alex Malley along with what appeared to be a glowing endorsement of the CEO and how he was delivering for the organisation at the highest level.

I find it inconceivable that in the space of a week you have turned 360 degrees in your assessment of Alex Malley and now sacked him. This decision really showed the complete lack of direction, strategic thinking and understanding that Board has of how to deal with a crisis of its own making. To say I was utterly outraged at the largesse bestowed upon him with a golden handshake that is totally incompatible with contemporary standards, scandalous in amount and if applied by a listed company a breach of corporation’s law would be an understatement.

Once again you have raised the bar of blatant disregard to common sense and your responsibilities to the members and the once proud organisation of CPA Australia.

Whilst you all remain the damage just continues to grow. It is also questionable whether the remaining Board Members even had the constitutional power not only to elect Mr Youngberry to its ranks but to make this decision about Alex Malley’s position.

Please I urge you and the rest of the Board as well as the two senior executives who have all contributed to the sorry state of affairs now being exposed to stand aside or resign and allow an independent administrator to take control and in the words of Tyrone Carlin allow a complete “refresh” to occur.

I feel, and I am sure I am not alone in this that the Board and senior executives have completely lost any sense of objective decision making that is in the interest of members, have shown a failure to operate an organisation tasked by legislation to uphold the highest standards in governance and brought CPA Australia and the accounting profession into disrepute.

Regards

passedfc
Posts: 113
Joined: Mon May 29, 2017 3:14 pm

Re: My letter to the Board re Malley termination

Post by passedfc » Mon Jun 26, 2017 1:32 pm

Excellent Letter Cyclist.
The only way CPA can refresh is for the remaining Board Mr Awty And Hughes to resign.
(I must get my Own letter off as well )

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