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: ... 215-h055ej ... 211-h02x1d ... s,/8626662
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Email 8: 13thMarch2017.CPA Special Members Resolution. Reduce Directors Fees, Time for Members Action

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Email 8: 13thMarch2017.CPA Special Members Resolution. Reduce Directors Fees, Time for Members Action

Post by nakedadmin » Thu Mar 30, 2017 9:36 am

Now is the time to act

CPA members this is your chance to do something

Special Resolution to reduce directors fees by 50% attached
Please sign and return if you agree.
We need 100 signatures to force it be voted on at CPA members meeting

Below is in three parts
1. Summary of the issues (for those who want a briefish overview),
2. The article in todays AFR (13th March 2017)
3. More detailed look (for those interested, which is attached. Also refer to the previous 7 group emails)

If you don't want an overview of the issues just go straight to the resolution (attached), sign and return.
CPA Australia were sent the resolution and explanatory chart for them to complete if they wished.
Their response was not just negative. They just totally ignored the request.
Maybe I should have sent it as an affidavit (see group email 6 for relevance of that comment)

Before moving on to the reasons for the resolution can I ask CPA to please correct that obvious mistruth (can’t think of a nicer way to say that) in the directors profile about Tyrone Carlin (current President of CPA Australia) in the last two annual reports (2014, 2015).
It clearly says he had previously been Chairman of the Nomination and Remunerations Committee which is an impossibility as he only started as a director in 2011, and had never even served on that committee until 2015 when he was a member, let alone been the Chairman. It does not look like an obvious mistake because the wording is quite specific in the annual reports.
Am not being pedantic on this because this is the all important board committee at CPA Australia in relation to remuneration and board appointments, as you can see later if you get into the detail.

Why a Special Members Resolution?
All of the below matters possibly need urgent attention but lets be realistic as members.
What can we/you do?
So the rationale in pursuing this Special Resolution to reduce directors fees by 50% is that it will enable these matters to be communicated to all the members.
Currently our mailing list is just 600 (with a positive response rate of 125 I should add - i.e. members who have emailed a response and said they agree with us), and CPA Australia are doing all in their power to prevent other members from hearing of these matters.
If it weren’t for the members passing these emails on to others, and the Australian Financial Review picking up on these matters (such as in todays Rear Window by Joe Alston), then most other CPA members would be in the dark.

It will also sharpen the board up a bit as they are the ones who rightly need to deal with these matters.
No longer can this 'Alex Malley way or the highway' approach continue.
It will also reduce directors fees to a more realistic, yet still generous elevl for an organisaion such as CPA Australia.

It’s a pretty simple strategy.

First off we need to get 100 signatories to the attached resolution, and return to me, so it can be lodged asap with CPA Australia.
The ‘ball will be in their court’ then to bring to a Members Meeting where it will be voted n by the members.

Could I encourage all members who are sympathetic or concerned about these issues that unless we act now these matters will just persist.
I fully appreciate most members have limited time and investment to get actively involved in these matters.
So that is why we suggest this is the chance you have to express your displeasure with what is going on.

I would remind Adam Awty as Company Secretary that the names of the people who sign the Special Resolution be kept confidential to him as Company Secretary, and that if the board and other managers at CPA wish to see the list then he can quite politely tell them that he is company secretary and is bound by confidentiality.
Can any member who signs the resolution and are then called by anyone at CPA Australia to please let me know.
Your responsibilities as Company Secretary overrides their desire as COO to ‘nip this in the bud’.

So members, sign the attached resolution and send in if you agree asap.
Also if you could pass on to as many other CPA members as possible that would be helpful.

1. Summary of the issues

In 2007 there was a Board Spill at CPA Australia, and with a whole new board came a new President and then CEO, Alex Malley.
I’ve always wondered whether CPA Australia advertised for this CEO position back in 2009, or was it just handed to Alex Malley?
A number of members have indicated that it wasn’t advertised.
I would think CPA could clear that one up quickly by just telling us where and perhaps some copies of the ad., for us to verify.

Well how has CPA Australia performed in the decade from then to now?
If you want a positive answer to that just read any of the Annual Reports from 2009 through to 2015 (still waiting for the 2016 one).
There you have the board and senior managements view.
As for me, and I suggest many other members, the decade has not been quite as glossy and rosy as the annual reports would convey.
Certainly membership numbers have grown (but take the spin on that with a grain of salt by looking at comparative organisations), and there is no doubt that Alex Malley as CPA CEO has certainly lifted his personal profile.
So let me summarise four areas where I think the report card leaves a lot to be desired.
So much so that I believe a radical overhaul needs to occur at CPA Australia to recoup what we have lost and to prevent the damage from continuing.

1. Corporate governance at CPA Australia has significant weaknesses and it has enabled a small influential group to take control.
Members never vote directly for the board of directors.
There are too many corporate governance red flags flying in relation to the board, the representative council and the power of members.
Refer group email 6 (5th March which gives a summary of these issues)
I contend our organisation runs the risk of being controlled by a small group unelected by the members and with much to gain for themselves.
Have a quick look at the summary of the all powerful Nominations and Remunerations Committee below
Three influential directors and strong Alex Malley advocates have served well past the normal nine year maximum time limit. All legal I hasten to add after about 462 members voted (300 of them by proxy when it looked like being defeated at the AGM) to allow the extension.
I also note with concern that the two longest serving directors (Graeme Wade and Richard Petty) are also directors of the newly established CPA Australia Advice as is Tyrone Carlin the current President, with Graeme Wade being Chairman.
Do they also get fees for that? Lets trust this is not a case of ‘jobs for the boys’ mentality, and the board will provide evidence of their advertising and selecting board members of these positions.
We have also noted with concern in Note in the Directors Report on this entity the expectation of future losses into the long term, with significant questions being raised by members about the strategy and its long term viability.

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2. Marketing Expenditure at CPA Australia is ‘over the top’ and misdirected as it brands Alex Malley and does little to lift the status of our profession.
Marketing as % of revenue at CPA Australia is around 19%, at IPA 9%, at ICAEW 9.5%, at CIMA 9.7%.
Much of our expenditure is on promoting Alex Malley (TV shows, Book, Billboards) and not CPA. Refer group email 1 (21st February) to get a summary of this matter.
We are a professional organisation of accountants who’s aim is to lift the profile and standards of the profession and the members. It is not to promote the Alex Malley brand.
Too much of our membership money has been wasted.
It does not look good when we sponsor the National Basketball League (NBL) and one of our directors (G Wade) is also Chairman of that organisation.
I suggest an independent inquiry needs to be done on that matter specifically.

Let's state the obvious here.
If other comparable organisations are only spending 9% on marketing, and we 19%, then they are spending 10% more of their total revenue on lifting the standing of the profession and their members, that we are not.
For us that amounts to around $15 million, which I contend is wasted.

The whole thrust of marketing at CPA Australia is not in accord with the Objects clause (5) in our constitution which is to lift the status of the profession and the members.
I would contend what has transpired over the last decade has been the opposite, and has denigrated the profession and not served the membership.
I contend that the Board need to compel the management to provide a breakdown of significant line items such as marketing.
If we are double the % of comparable organisations, then there is a quickfire saving of $15 million plus just from doing a benchmarking exercise to bring us back into line.
Just imagine what that could do to lift the status of the profession and members rather than Alex Malley.
I would even go so far as to contend the board establish an Open and Transparency Board Committee to come clean on these matters.

3. Members are 'kept in the dark’ on such matters, and the board should act.
I contend the recent warnings to leaders of discussion groups not to raise & discuss these matters is bullying and intimidation from Head Office.
I would like the board to investigate what has and is being said by the CEO and senior management and other directors to members to stop them from raising & discussing these matters freely.
The behaviour of our CEO Alex Malley and director (and past immediate president) Graeme Wade before the Sydney Professional Accountants Discussion Group (one of the largest CPA discussion groups) on Thursday 2nd March needs investigation by the board and reporting back to the wider CPA membership.
Members such as myself who raise such matters are threatened with the consequences of bringing the organisation into disrepute?
Not only that but all efforts are pursued at CPA to prevent the discussion of these matters with the wider CPA membership by organising ’technical glitches’ to prevent access to Find a CPA on the website as well as the Discussion Group contacts.
I do not regard Graeme Wade’s assurances that all is well at CPA, and that my questions are not widespread, as a good representation of the situation.
Can I suggest the CPA Board have an internal investigation to find out into who ordered the ‘technical glitch’ to stop Find a CPA on the website, and why?
Perhaps you could report back to all the members on that one. Coincidentally it also prevented access to any Discussion Group details as well.

I believe many of these matters are of widespread concern within the CPA membership and need to be cleared up.
We ask for questions on these matters to be raised at the AGM, and are totally ignored.
These matters are not accepoted for discussion or publication in our In The Black magazine.
CPA Australia at management and board level run a very tight and arguably censorious approach to the membership.
I suggest the board and management need to grow up, and start walking the talk.
I read the Annual Reports and think what is said and what is done is miles apart.

4. Board and Management remuneration at CPA Australia is ‘over the top’, way over it.
CPA Australia (board and senior management) refuse to provide details on the remuneration of the Key Management Personnel (themselves) other than in one total amount.
It may satisfy the legal requirements of the Corporations Law but it does not pass the pub or sniff test of openness and transparency.
I have discussed this in detail below.
All we can work with is to assume the maximum directors fees are paid based on the only time the board and senior management revealed this to us (2008 Annual Report Note 17 see below), and that the difference between the one figure total and the directors total is what is paid to the senior managers listed.

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Irrespective of how you split up the total between the directors and the senior management, this is outrageous and obscene remuneration for CPA Australia.
Here is a simple chart showing illustrating that with the 2015 Annual Report

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This is discussed in more detail below but this should be enough to give you an idea of why this is a significant issue and we are calling for a special resolution.

2. Article in todays AFR

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3. A more detailed look

1. Remuneration of key management personnel (board and three managers)

i. A brief summary of directors fees at CPA Australia
Prior to to October 2007 (the beginning of Alex Malley’s leadership/reign) only the President was paid a fee (40% of the Auditor-General of Australia’s salary package), all other directors served voluntarily.
Since October 2017 the Presidents remuneration was increased overnight by 50% (from 40% to 60% of the A-G’a salary), the Deputy Presidents went from zero to 25% of the A-G’s salary, and all the other directors went also from zero to 15% of the A-G’s salary.
Those percentages are the maximum to be paid the directors, but given that CPA Australia refuses to disclose what is actually paid all we can assume is that this is what is actually paid given the note 17 in the 2008 annual report which says so.
They persist with the line that they are compliant with the requirements of disclosure for a company limited by guarantee (which I’m sure we are).

Based on the current Auditor-generals salary package ($705,030), the maximum CPA Australia directors fees are as per below
President (currently Tyrone Carlin, director since 2011 - 7th year) at 60% is $423,018 p.a.
Deputy Presidents (currently Jim Dickson and Deborah Ong, directors respectively since 2010 - 8th year, and 2013 - 4th year) at 25% is $176,257 p.a.
Other Directors (all listed below and their years of service to date) at 15% is $105,755 p.a.

Graeme Wade (director since 2006 - 11th year, yes that is no misprint 11th year!!)
Richard Petty (also a director since 2006 - 11th year, yes that is no misprint 11th year also!!)
Kerry Ryan (director since 2007 - 10th year, yes that is no misprint 10th year!!)

These three were given specific extensions to the normal term limit of 9 years for directors.
See my later notes to see why I think that is important, and why I think CPA needs a major corporate governance review. But more on that later.

Richard Alston (director since 2014 - 3rd year)
Michele Dolin (Director since 2014 - 3rd year)
Sharon Portelli (director since 2015 - 2nd year)
David Spong (director since 2014 - 3rd year)
Martin Hourigan (director since 2016 - 1st year)
Jennifer Lang (director since 2016 - 1st year)

These are OUTRAGEOUS maximum directors remuneration levels, and whether the maximums are paid, it is open to abuse especially when the Board refuses to disclose what is actually paid to directors. Combine that with the corporate governance weaknesses at CPA Australia and it is time we ensured those maximums were reduced significantly.
Let me make the following comments to support their reduction by 50%.

ii. Let’s get some perspective on this
The most obvious point is that CPA Australia is a professional members based organisation with all the revenue pretty much guaranteed each year with membership dues and education/training fees comprising over 90% of all revenue. This is a 'far cry' from a risk perspective of the challenges that most companies face in terms commercial risk and challenges each year.
Look at the following non-executive directors fees for some well-known companies to see why CPA Australia’s maximum directors fees are exorbitant and outrageous.
Just look at RCG Corporation (Athletes Foot etc) for example. It has two and a half times the revenue of CPA Australia yet its non-executive directors receive just 25% of what the CPA directors could receive.
It’s not a perfect comparison, and their are some obvious differences but it gives us a broad gauge on what is at least unreasonable or ‘over the top’ relating directors fees to the inherent risk.

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It would be nice to compare to say the Institute (CAANZ) but they suffer from the same opaqueness as CPA Australia in reporting just a total figure so one cannot determine what the board receive.
IPA (which has a membership of 35,000, roughly 25% of ours) pays their directors $6,600 p.a. (less meetings p.a.)
Then if we look to the UK at ICAEW their directors are voluntary.

iii. Have a look at CPA Australia’s response to this.
Refer group email 6 for both their full response and a more detailed critique (response) to their response below.

This is the CPA Australia Response of 3rd March 2017 just on the Board remuneration matter.

"You also dwell at length on issues pertaining to board and executive remuneration, the annual cost of which is clearly disclosed in each year’s annual report in accordance with applicable standards and subject to scrutiny at each Annual General Meeting. There simply are no secrets in relation to the total quantum of cost associated with the organisation’s board and executive management and CPA Australia’s disclosures follow the same form as other comparable member organisations. Indeed, it was precisely because of a concern that director compensation be proportionate to the demands on directors and relevant market benchmarks that the Board recommended changes to article 45 of the constitution in 2012. As previously worded, article 45 obligated the organisation to remunerate directors and office bearers defined and fixed proportions of the salary of the Commonwealth Auditor General. The continued application of that clause unaltered would have had the effect of substantially escalating board costs over time. The practical cure was to reframe Article 45 to set out clear limits to director and office bearer remuneration and to provide the Board with flexibility not to adjust director and office bearer remuneration upwards in circumstances where there was no clear imperative to do so. All of this, again, is clearly spelt out in the explanatory material relating to the 2012 AGM available on the CPA Australia website.

Far from a circumstance where directors have sought a remuneration framework essentially guaranteed to deliver escalation over time, they sought and gained the support of the membership to alter the constitution to allow the exercise of prudence and restraint. And they have lived to that. No office bearer’s remuneration was the subject of a request for the approval of an increase in either 2014, 2015 or 2016 and there is no evident mood to alter this approach in the foreseeable future. By contrast, modest increases have been approved for non-office bearing directors over the same period, after the application of extensive market testing and rigorous external advice. The same considered rigour is applied to remuneration framework for the Chief Executive and by extension other staff of CPA Australia."

Let me make a few comments on this

‘the annual cost of board and executive remuneration is clearly disclosed’ - it is one total figure, that’s it. No breakdown, not even separation of directors fees from executive remuneration. It’s one total figure and they call that clear disclosure!!

‘there are no secrets in relation to the total total quantum of cost associated with the organisation’s board and executive management’ - completely correct but it is ignoring the point.
The total is correct but that’s it. Lets have (as I said in my response in group email 6) a one line income statement showing the profit or loss, and then saying it is ‘clearly disclosed’ and ’no secrets’.
It’s like making a virtue out of a vice (a bit like Alex Malley making a virtue out his being a disruptive and expelled at school - it seems to be catching).

’the same form as other comparable organisations’ - here they have the CAANZ in view eh? Does that make it right.
I call it the Enron defence or perhaps the GAAP defence.
Let's stick with the lowest common denominator.
We are surely better than that. Let me, at the risk of being sidetracked, quote from Alexander Solzhentisyns commencement address at Harvard University way back in 1978 which captures why this mindset is so appalling
"I have spent all my life under a Communist regime, and I will tell you that a society without any objective legal scale is a terrible one indeed.
But a society with no other scale but the legal one is not quite worthy of man either."
It offended many in the audience and in the USA (esp. Pres. Jimmy Carter who pretty much 'sent him to Coventry’) but he was spot on.
C’mon CPA Australia Key Management Personnel let's not hide behind such pathetic excuses as

‘in accordance with applicable standards’ - see above, what more can I say. Thats just a nice convenient excuse to stick with the bare minimum.
Any member should have a quick glance at the Annual Reports, and even clause 5 in our constitution on the objects of CPA Australia.
The message is that we need to set a high standard, have complete and open transparency, be accountable to the members, set the standard for our profession etc.
I dont go to an engineer because the engineering association has a CEO who is a media tart, but rather because the engineers who belong to that association have a great reputation and have high standards as engineers.
Ditto accountants. Growth and the infamy of the CEO are not priorities as a member of CPA.

‘subject to the scrutiny at each Annual General Meeting’ - are you guys off with the fairies. I submitted 6 questions for last years AGM in April 2016, and guess what the response was.
Thats right - Zilch.
Note the word used is ‘scrutiny’ - can you imagine that at the AGM. If anyone asked at the AGM what is the breakdown between directors and executive remuneration they would have said exactly as they have said to us in this letter.
That is not scrutiny, that is the sort of crap that you directors and senior management start to believe after a while.

’the directors have sought a remuneration framework….to allow the exercise of prudence and restrain’
- in asking for the minimum to be removed and the maximum to remain unchanged.
I would have thought decreasing the maximum (which this resolution is proposing) rather than removing the minimum would be a much more real and tangible way to show that.
Just removing the minimum, and then failing to disclose what the directors fees are is just a cute way of painting a facade of restraint but no details to back it up.

‘modest increases have been approved for non-office bearing directors over the same period, after the application of extensive market testing and rigorous external advice’ - modest increases from the maximum % is a nonsense as these %’s are set in the constitution, so it would seem you are paying less than the maximum % and not telling us.
Refer my note below on setting the trap on minimum disclosure.
Non-office bearing directors means 9 or 10 of the 12. Who approved this? Presumably the whole board.

see my note below on the Nomination and Remuneration Committee. To me some basic questions need answering.

‘and this after extensive market testing and rigorous external advice” - well, you would say that, but without any details its a bit hard for anyone to ask any sort of legitimate questions.
Why do you not make full disclosure?
What is holding you back is the question that I keep asking if you are so keen to push the line of directors exercising prudence and constraint, and receiving modest increases, and extensive market testing and rigorous external advice.
All you are doing is remaining totally non-transparent with your disclosure.
It comes across like an exercise in window dressing - talking one thing that sounds so responsible and prudent, but not acting or disclosing to show that as actually being the case.

'a concern that director compensation be proportionate to the demands on directors and relevant market benchmarks’ - well I leave all that I have said in 1 above to answer that one.
For 11 meetings p.a., and for a member based organisation such as ours.
Are you guys sure you were not down in the garden with the fairies when you wrote that?

iv. The trap on minimal disclosure - directors less then maximum.

Let's look in detail at the last four sentences of their second paragraph above justifying the directors remunerations.
This is the trap they have set and are just waiting to pounce.
This is where their focus will be in the coming days I am sure.
The constitutional change in 2012 locked in maximums %’s (60%, 25% and 15%) with no minimum as previously (50%, 15% and 10%)
In other words they wanted to pay directors less than the minimum if they thought it prudent to do so.

Let me quote from their response.
The intention in just setting maximums and no minimums - "The continued application of that clause unaltered would have had the effect of substantially escalating board costs over time. The practical cure was to reframe Article 45 to set out clear limits to director and office bearer remuneration and to provide the Board with flexibility not to adjust director and office bearer remuneration upwards in circumstances where there was no clear imperative to do so.”
If the board had done so then why refrain from telling us? That would be something to brag about to the membership.
That statement only makes sense if the maximum is not being paid.
What are we supposed to think when the only time the basis of paying the directors is provided in the annual reports, it is the maximum (note 17, 2008 annual report, copy attached).

v. Response to CPA Australia - it's either directors and/or three senior managers.

You can’t have it both ways key management personnel

1. How about you tell us what % you actually applied in the following years from 2012, and not hide behind this facade that we have the power to pay them as little as we like?
The only clear statement of the %’s paid to the directors was in the 2008 Annual Report (which were at the maximum level) with a seemingly conscious decision in the following years not to state the %.
Why not? Why hide behind this facade when all indications are that the maximum is being paid?

2. If the total is correct then if the amount paid to the directors is less than the maximum (as I have calculated) then the senior executive management must be getting even more exorbitant salaries than estimated.
So, for example (see my chart above) if we look at the 2015 annual report which has a total remuneration to the 12 board members and 3 senior managers disclosed at $4,572,000 then the amount paid to the three senior managers (if the maximum %’s are paid to directors) is about $2,900,000.
If less than the maximum is paid to the directors then that difference goes to the three senior managers which already are OUTRAGEOUSLY HIGH.
So, you cannot have it both ways.
Its either the directors or the senior managers, or both.
It would seem to me that both the Directors and the Senior Management are being paid at exorbitant levels.
If you come out and say the directors are being paid a less than the maximum I would like to know why the subterfuge and lack of transparency because it smacks of wanting to hide something from us (which in that case would be the ridiculously high remuneration paid to the three senior managers, and, in particular, Alex Malley our CEO).

3. You could have easily resolved this by just separating the remuneration paid to the directors and that to the three senior managers.
Even better still just showing what they each individually earned as per all listed public company accounts.
What are you hiding from us?

4. I sent the chart of directors fees to Jeff Hughes at CPA Australia, after Adam Awy (the CFO) was unavailable to take either my call or to respond, to see if CPA Australia would like to disclose the actual directors fees paid over the last 5 years. Jeff seemed to have caught the same bug as Adam and did not respond to my email.
Were you wanting me to submit it by affidavit Jeff?
Mind you this is from the CPA Australia that prides itself on communication with members.
I would add that such communication is dependent upon members agreeing with them and not raising awkward questions, and then to agree wholeheartedly with the explanations provided.
Because if that does not happen, and members decide to be pesky and continue to ask tough questions then CPA Australia will not answer phone calls, nor respond to phone calls, nor respond to emails.
As a matter of fact CPA Australia tries to make it as difficult as possible for you to communicate your concerns with other CPA members so they organise 'technical glitches' to prevent access to Find A CPA (coincidentally just after the first group email was sent out) on the website, and warn all discussion convenors and who knows who else.

5. You have never had the constitutional flexibility to adjust 'director remuneration upwards' beyond the maximum.
If you were already paying them the maximum, which the 2008 annual report indicates, then that statement is a nonsense.

6. Can CPA Australia please explain what clearly disclosed means when looking at Note 17 in 2007 accounts which indicates that directors were paid directors fees in the year (two anyway M Grey and K Ryan, so I presume the rest) yet directors would not be entitled to payment of fees until 1 April 2010.
I have attached a screenshot of the note from the 2007 annual report at the end, because a pdf copy of that annual report is not available from the CPA library - look under the heading Compensation of Directors.
Am happy for the mud to be wiped from my eyes on this one.
But until then it is very unclear.

vi. The Nominations and Remuneration Committee
This is a bit of a precursor and perhaps illustration of why corporate governance at CPA Australia is in need of a radical review and overhaul.
It also gives a hint at why the remuneration levels at CPA Australia are very high.

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This is the ‘all-powerful’ committee that has a major say in the selection of board members, board committee members, remuneration of the CEO and the company’s remuneration framework, the appointment of members of the Representative Council from other groups (50% of the rep.council), and succession planning for the board and board committees.
Have a quick look at just point 2 below to see why this is a big big red flag.
Perhaps also helps explain why the remuneration levels at CPA Australia are sky high and admin. costs increased by 14% from 2014 to 2015.
Have a quick look at its charter on the website, and I have attached a copy.
A couple of things I wanted to note for you to think about:

1. Membership of this group since 2007 when Alex Malley assumed leadership at CPA Australia.

i. Richard Petty who is now in his 11th year on the board( yes thats right 11 years. Why has he gone past the 9 year terms set in the constitution? Well because he was given special extension (along with Graeme Wade and Kerry Ryan) through constitutional changes).
He has been on the Nominations and Remunerations Committee for all of his 11 years, including being Chairman for the last 7 years.

ii. Kerry Ryan ditto except she started one year later, and apparently had one year off the committee in 2014, but she’s back there now.

iii. Graeme Wade and Richard Perry are both stated as being the Chairmen of this committee currently (refer the CPA website).

What is worth noting at this point is that these are the only three directors who have served beyond the normal 9 year terms of directors.
You can draw your own conclusions given the power of this group in relation to remuneration and board appointments, and Graeme Wade entrenched advocacy and defence of Alex Malley's leadership at CPA Australia. Two of these directors (Wade and Petty) are also directors of the newly formed CPA Australia Advice.

2. The power and active involvement/influence of the CEO, the Company Secretary and the two COO’s in this committee

Note that the company secretary and one of the COO’s are the same person.
So we are talking about the three senior managers who are the only executives on the Key Management Personnel (other than the board).
This is Alex Malley (CEO) Adam Awty and Jeff Hughes (COO’s).
It is only 5 pages long, so can I encourage you to have a quick look and ask yourself what sort of power and influence these three persons have in relation to this board committee?
a. they ‘support’ (whatever that means) the Committees work (1.2)
b. the Committees’ secretary is the Company’s secretary, none other than the COO Adam Awty.(2.5)
c. the CEO and two COO’s will have direct access to the Committee (3.1)
d. the CEO and two COO’s can call an unscheduled meeting of the committee (4.1d)
e. the CEO and two COO’s can attend all committee meetings unless specifically excluded (4.3a)
f. the CEO and two COO’s receive in advance all Committee meeting agendas and related papers (4.4b)
g. the company secretary (COO) takes all minutes of the meeting (4.5a)

Since Alex Malley began as President in October 2007, then as CEO at CPA Australia, this committees charter has been amended 9 times!!

These are the same three senior managers (CEO, two COO’s) that I contend are remunerated at excessively high levels (outrageous is the best term i can think of).

The red flag is waving ever so wildly on this one.

3. Annual Reports a bit vague, if not wrong, on the status of Tyrone Carlin within this committee.

The 2014 and 2015 Annual Reports says Tyrone Carlin served as Chair of the Nomination snd Remuneration Committee which to me seems an impossibility if the annual reports are anything to go by. He was appointed as a board member in 2011, and did not even serve on the 2011, 2012, 2013 and 2014 Nomination and Remuneration Committee in those years let alone be the Chairman.
Perhaps someone can explain that to me but it strikes me that he was either a Phantom Member Chairman of the committee in those years, or he wanted his profile to look a bit stronger in the directors profile in the Annual Reports or it was just some more of the (how did Jeff put it now…) ‘clearly disclosed’ and ’there are simply no secrets’ gone astray.
But hey, at least Tyrone Carlin can now say he at least served on the committee (if the 2015 annual report is to be believed) even though his being chairman of it is open to challenge.

Well, if you made it this far, well done.

Just imagine how long it took me to write!!

Sorry for the repetition at times, but I sometimes wonder if what is needed is a piece of '4 be 2' rather than these emails to hit the mark with CPA Australia.

Please sign the resolution if you agree and send through asap so we can get this to CPA Australia to get before a members meeting asap, hopefully at the AGM.



Brett Stevenson CPA BComm MDiv
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Re: Email 8: 13thMarch2017.CPA Special Members Resolution. Reduce Directors Fees, Time for Members Action

Post by JWheldon » Tue May 29, 2018 10:13 pm

The resolution to reduce the current boards remuneration, may have been defeated, but their is still the next AGM to get more members involved and act.

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Re: Email 8: 13thMarch2017.CPA Special Members Resolution. Reduce Directors Fees, Time for Members Action

Post by Stomper » Wed May 30, 2018 10:10 am

JWheldon wrote:
Tue May 29, 2018 10:13 pm
The resolution to reduce the current boards remuneration, may have been defeated, but their is still the next AGM to get more members involved and act.
I suspect the way to achieve this outcome will be to commission a credible 3rd party to benchmark the salaries and include the report in a new resolution.

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