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DRAFT Special Resolution - Reopen Board positions and appoint Directors under new rules

Discussion about the proposed resolutions to be put to the AGM in May 2018
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Stomper
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DRAFT Special Resolution - Reopen Board positions and appoint Directors under new rules

Post by Stomper » Tue Mar 06, 2018 11:49 am

Members Special Resolution

To consider and, if thought fit, pass the following special resolution:
  • Request that all Board positions be vacated with effect from 30th September 2018
    That Current Directors reapply (if they chose), along with other nominees, for nomination and appointment in accordance with any amended Constitution as approved by Members at the upcoming 22 May Annual General Meeting or subsequent meetings of members
    That the Committee charged with the nominations and appointments, engage a suitably qualified firm to assist with the appointments, one independent from prior appointment rounds.
    That the new appointments be made on or prior to 30th September 2018.
Explanatory Resolution

Each of the current Board of Directors was appointed in accordance with the current Constitution.

The Independent Review Panel acknowledged that the nomination and appointments process was flawed and have proposed changes to the Constitution to overcome these issues. The Final Report of the Independent Review Panel noted:

The Board’s potential influence over the Representative Council and Divisional Council


Under the Constitution, the Board has a number of links to the Representative Council. These links potentially give the Board a high level of influence in the Representative Council’s composition, and create a connection between the Board and the mechanism to appoint the Board.
The Board’s influence also extends to the Divisional Council’s composition. For example, the Board may determine that any number of Divisional Councillors must be elected from a particular place or region.

The Representative Council’s role in the nomination and appointment process


CPA Australia’s Constitution gives the Representative Council power to appoint Directors. Specifically, the Representative Council appoints the Board by applying the election procedure prescribed by the Board. Under the current procedure, the Representative Council is not the only body involved in the nomination and appointment process. In practice, the Review Panel understands the Nomination and Remuneration Committee works with an external executive search firm to vet applications, develop a shortlist, and interview shortlisted candidates. Based on this shortlist, the Representative Council is then asked to vote on behalf of members to appoint one or more shortlisted candidates. The Representative Council’s role in appointing Directors and ensuring due process in voting on candidates is similar to equivalent bodies such as CA ANZ and AICD. However, the Review Panel is of the view that the Representative Council’s involvement in the nomination and appointment process could be strengthened.

The Independent Review Panel made the following recommendations
CPA recommendations independent review panel.png
CPA recommendations independent review panel.png (58.66 KiB) Viewed 740 times
The Board undertook a rigorous review of the final report and is supportive of the recommendations overall and has identified some that may require further consultation.

Below is the commentary provided against each of the Final Report’s recommendations in relation to the Board composition and nomination and appointment process.

CPA Board Final Recommendations 1.png
CPA Board Final Recommendations 1.png (164.03 KiB) Viewed 740 times
CPA Board Final Recommendations 2.png
CPA Board Final Recommendations 2.png (150.04 KiB) Viewed 740 times
CPA Board Final Recommendations 3.png
CPA Board Final Recommendations 3.png (174.82 KiB) Viewed 740 times
CPA Board Final Recommendations 4.png
CPA Board Final Recommendations 4.png (101.89 KiB) Viewed 740 times
Clearly the Board is supportive of change and, together with additional member’s resolutions calling for alternative structures, it is likely that changes to the Constitution will occur.

Irrespective of the final model adopted by members, the new process will be significantly different to that under which the current Board were appointed. Therefore, to ensure full compliance with the new model it is vital that all Directors be appointed in accordance with the new governance structure. To achieve this outcome, it is proposed that all positions should be reopened, with current directors offering themselves for re-election (if they chose), together with fresh nominees to be considered.

It is noted that two Directors terms are already scheduled to expire on 30 September 2018, these being Ric De Santi and Jon Scriven, so it is reasonable to request that all positions be refilled with effect from this date.

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Re: DRAFT Special Resolution - Reopen Board positions and appoint Directors under new rules

Post by nakedadmin » Tue Mar 06, 2018 1:07 pm

This is a very good idea. I wonder if it requires a special resolution or a standard one. And I wonder if it binds them to actually resign.

I think a 203D is just a normal resolution but it takes effect immediately. I guess it's like a 203D for all Directors but with an effective date of 30 Sep.

Another idea might be a transitional provision in the constitution to terminate the positions from 30 Sep. But that would require 75%.
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Re: DRAFT Special Resolution - Reopen Board positions and appoint Directors under new rules

Post by nakedadmin » Wed Mar 07, 2018 1:16 am

How about this resolution:

That, pursuant to section 203D of the Corporations Act, _______________ be removed as a director of the Company effective from 30 September 2018 and that the Company seek an appropriately qualified person as a replacement director.

Not exactly sure if you say 30 Sep or 1 Oct. Actually I think 1 Oct.

Then do a resolution for each Director. Or one for all of them.

That, pursuant to section 203D of the Corporations Act, _____, and _____, and _____ be removed as a director of the Company effective from 30 September 2018 and that the Company seek an appropriately qualified people as a replacement directors.
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Re: DRAFT Special Resolution - Reopen Board positions and appoint Directors under new rules

Post by Stomper » Wed Mar 07, 2018 3:26 pm

Thanks NakedAdmin - I suspect that will be the way to go !

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Re: DRAFT Special Resolution - Reopen Board positions and appoint Directors under new rules

Post by alizzia » Thu Mar 08, 2018 2:54 pm

Sounds good Stomper. Please let me know when the resolution is ready so I can sign and send it back.

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