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Email 20. 21st April 2017. Corporate Governance Part 1, Response, Members Register Request, Threats, AGM Questions

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Brett Stevenson
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Joined: Fri Mar 24, 2017 10:43 am

Email 20. 21st April 2017. Corporate Governance Part 1, Response, Members Register Request, Threats, AGM Questions

Post by Brett Stevenson » Fri Apr 21, 2017 12:39 am

Hi Members,

Apologies for the delay in getting back to you.

Six things.

1. Big thanks to all of you who sent money in for the Members Register. Have been too busy to respond individually, but I will.
In the meantime thanks. It cost $2,351.16 (see below emails for details), so have an excess of $698.84.
I’m thinking of sending some to The Naked Webmaster who has probably incurred a few costs setting up the website but whatever transpires I will let you know.


2. I have done a Detailed Episode 2 response to the CPAA memo of 16th March.

It's focussed on the corporate governance weaknesses at CPAA, which is really the root cause of the problems we now face.
See what you think. I have included episode 1 also dealing with the scandalous remuneration of the senior executives as well.
So, if you are pushed for time, it is pages 11 to 24, with a very brief summary on page 11 if you are really pushed.

Have been working on the CPAA Awards Night at the Vladivostok Social Club - preparations are well underway.
Just waiting for the icebreaker to give us access to the port.
There’s a pesky young guy to the south threatening us with fireworks but we shall press on anyway at this stage.
You are all invited, more details in the next email.


3. Request for the CPAA Members Register

Here is the email exchange to date. Request sent off 11th April.
Adam Awty responds 14th April, clarifying the amount ($2351.16) and the purpose.(attached separately to this email)
I responded 15th April, and sent the money also by ETF.
I followed up today with an email reminder as have had no response since 15th.

I am presuming the register of members includes email addresses.
If so Mr Awty must provide them to me.
My legal advice on that, and my response of 15th, can't get much better in terms of corporate legal expertise.
I presume he is not playing silly games around the 7 day time frame to delay sending it.
That's not what I would call being open and transparent. That's just being plain difficult.

profile_mask2.png
Brett Stevenson <brettstevenson100@gmail.com>

10:38 AM (12 hours ago)
To Adam, Board, jeff.hughes, ceo, tyrone.carlin
cleardot.gif
Hi Adam,

I am following up on my request for the Register of members as per the below email trail.

Is there any legitimate reason for the delay in sending it?

Regards
cleardot.gif


Brett Stevenson

On Sat, Apr 15, 2017 at 1:45 PM, Brett Stevenson <brettstevenson100@gmail.com> wrote:

Hi Adam,
Thanks for your letter of 14th April 2017.
I have just transferred to $2,351.16 through to the account specified as instructed.
The receipt no. is 1332098 and was sent today at 1.35pm.
I forwarded the receipt direct to you from the Westpac Bank.

The purpose for obtaining the register is TO engage and consult with Members OF CPA AUSTRALIA in connection with THE PERFORMANCE OF CPA AUSTRALIA, ITS GOVERNANCE, members rights to speak and participate in ANY debate AND QUESTIONS RAISED at the AGM and to communicate with members generally in relation to the rights attached to their membership OF CPA AUSTRALIA.

Kind regards
Brett Stevenson
Membership Number ----------

On Fri, Apr 14, 2017 at 12:37 PM, Adam Awty <Adam.Awty@cpaaustralia.com.au> wrote:
Dear Mr Stevenson

Please find attached CPA Australia’s response to your email.

Kind regards

Adam

Adam Awty CPA | Company Secretary | CPA Australia

Level 20, 28 Freshwater Place | Southbank | Victoria 3006 | Australia

T +613 9606 9606 | F +613 9600 4770 | cpaaustralia.com.au

We are committed to the goal of being the world's best member services organisation and invite you to provide any feedback you may have by emailing directly the Chief Executive, Alex Malley on ceo@cpaaustralia.com.au.

P Think green before you print this screen

From: Brett Stevenson [mailto:brettstevenson100@gmail.com]
Sent: Tuesday, 11 April 2017 10:26 AM
To: Board Secretariat; Adam Awty; Jeff Hughes; CEO; tyrone.carlin@sydney.edu.au
Subject: Request of Share Register of CPA Australia Limited

Dear Mr Awty, Board Secretariat, Mr Carlin, Mr Hughes and Mr Malley


“Pursuant to section 173(3) of the Corporations Act 2001 (Cth) (the Act), I request an electronic copy of the complete share register of CPA Australia Limited ACN 008 392 452 (the Company) as at 11th April 2017, in the form prescribed by regulation 2C.1.02 of the Corporations Regulations 2001 (Cth) (the Regulations). The information provided should include each member’s name, postal address, email address and date on which the entry of the member’s name on the register was made.

In respect of section 173(3A) of the Act, access to a copy of the register is sought for the purposes of identifying the members recorded on the register and communicating with those members, in relation to the exercise of their right to vote at the Company’s annual general meeting to be held on 27 April 2017.

I am not seeking a copy of the register for any improper purpose prescribed in regulation 2C.1.03 of the Regulations.

I understand from the Company’s 2016 Annual Report, that at the time the information for the Company’s 2016 Annual Report was gathered, there were approximately 160,000 members on the register. As such, the fee payable for the request under section 173(3) as prescribed in Schedule 4 item 1AA of the Regulations is a total of $2,400.00. I shall transfer the $2,400.00 by electronic transfer from my bank account once you notify me of the relevant Account Name, BSB and Account Number in settlement thereof. If this amount is insufficient, please let me know and I will adjust accordingly.

Please provide a copy of the share register to me by email at bstevenson100@gmail.com, in a readable spreadsheet format (Microsoft Excel). In accordance with section 173(3) of the Act please provide a copy of the share register within 7 days.”

Yours faithfully

Brett Stevenson

Brett Stevenson CPA BComm MDiv

brettstevenson100@gmail.com




4. Threats and treating us like lemmings

I have been told by a number of members that various convenors have been told to say that if these emails or their website (cpamembers.org) is raised at their meetings that they are to say they are from a rogue member, that they mustn’t open or read the emails, and must not allow any discussion on these matters at their meetings.
Well I leave it to you to decide whether these issues being raised are legitimate or not.

Whether a rogue member or not depends upon how you define rogue, and it would seem to me that there are plenty of fellow rogues out there as well.
Personally I couldn’t give a toss what the CPAA leadership think of me. We probably have a mutual disrespect for each other (on these issues anyway - certainly on the scandalous remuneration paid to Malley, Awty and Hughes, and the no conflict of interest, commercial arms length gift to the NBL of which Wade is Chairman, or the self promotion of Alex Malley paid for by CPA etc etc).

The rogue aspect will be a classic Wade and Hughes line to deflect from the real issues, many of which relate to them. Read the attached Episode 2 and you will see what I mean.
I for one will be happy to see the end of the director tenure of Wade and Petty who I believe have been complicit in the corporate governance failings at CPAA.


5. Some great questions for the AGM from some members.

CPAA will censor out the good ones, so we might as well know what some of them were.
Questions on CPA Australia 2016 Annual Report


1. Membership fees: CPA reports a significant operating surplus, and continues to increase fees on an annual basis. What is the basis for the increase in member fees?

2. CPA Australia report comprehensive income for the financial year of $9,532. Note 15 to the accounts shows Parent Entity comprehensive income for the year of $14,873. What is the reason for the discrepancy? (By way of comparison, in the 2015 financial year the parent entity showed total comprehensive income of $7,701 versus a reported consolidate comprehensive income of $7022)

3. Note 18 to the accounts shows an interest free loan to CPA Advice of $5,594,000. Why do the directors and auditors feel this amount is recoverable?

4. What are the operating costs of CPA Advice? How are these costs being accounted for?

5. Revenue has increased 3.4% on an annual basis, administration expenses have increased 5.8%. What is driving the increase in administration costs and why have they increased at almost twice the rate of revenue?

6. Revenue has changed from $140,810 in 2010 to $180,115 in 2016, an increase of 27.9%, while at the same time administration costs have risen from $27,541 to $52,142 and increase of 89.3%. Why the disparity in the level of increase when it seems staff numbers have reduced in this period?

7. Table 5 on page 20 of the Annual Report shows Australian operations incurring a loss of $18,280. Clearly all administration costs are being borne in the Australian operations. What is the positon of Australian operations as revealed by management accounts? What are the real surplus/loss position of operations in each area of geographic representation?

8. Table 4 on page 20 shows revenue from membership fees have increased 4.9% on an annual basis. How much of this increase has been generated by increase in Australian based member fees?

9. The business model as described on pages 4 and 5 of the annual report has added activities under inputs, value adding activities, outputs, outcomes and value created for financial advice. How are these activities measured? What are the value measures that define success for these activities?

10. KPI measures as disclosed on pages 18 and 19 of the annual report: How does answering calls within 20 seconds equate to driving world best member engagement and service? Why are the level of CPA exam sits falling? Member satisfaction survey results are falling; what tactics are being implemented to address this fall from 6.3 to 6?

11. How are marketing returns on investment measured? What constitutes a social media engagement and how is this measured objectively?



6. Hopefully you all saw Joe Astons Rear Window column in the AFR this week

Attached for your reading if you didn’t.



Cheers
Brett

Brett Stevenson CPA BComm MDiv
bstevenson100@gmail.com
Attachments
Letter_CPA Australia_14 April.pdf
(389.7 KiB) Downloaded 71 times
Episodes 1&r Response to CPAA Memo 16th March.pdf
(513.92 KiB) Downloaded 74 times
17th April 2017.pdf
(129.09 KiB) Downloaded 79 times

deaneus
Posts: 189
Joined: Mon Apr 03, 2017 9:09 pm

Re: Email 20. 21st April 2017. Corporate Governance Part 1, Response, Members Register Request, Threats, AGM Questions

Post by deaneus » Fri Apr 21, 2017 8:30 am

Now that's a good smackdown.

I've got the popcorn out to see if they send it within 7 days as prescribed, or jerk you around.

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