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
Please join this website to participate in discussions. Also join our email list at http://eepurl.com/cWsgfb
Image

D Day has arrived for CPA Australia Members.

Discussion about the proposed resolutions to be put to the AGM in May 2018
Post Reply
User avatar
Brett Stevenson
Posts: 447
Joined: Fri Mar 24, 2017 10:43 am

D Day has arrived for CPA Australia Members.

Post by Brett Stevenson » Fri Apr 27, 2018 5:09 pm

D Day has arrived for members of CPA Australia.

It has been a long time coming, and we have had to endure a woeful period of leadership at CPA Australia. But finally we as members have our chance to not only have our say (even though we have already had plenty of opportunities to do that) but to also make some important decisions.
We get this chance only once a year, and given what has occurred over the last ten years, this is our big opportunity to ‘right the ship’.

A brief recap of a decade of decline
Scandalous remuneration paid to our leaders (board and management).
A gerrymandered governance system that perpetuated the woeful leadership.
Wasted millions on marketing and promoting our since sacked CEO Alex Malley on television and The Naked CEO book.
Wasted millions on sporting sponsorships (NBA, Aust Open, Sth Sydney Rugby League) of little relevance to CPA and the profession.
Wasted millions on a failed and still failing financial planning subsidiary (CPAA Advice) that was ‘milked’ by many in the leadership for their own personal gain.
Minimum disclosure and transparency to members to ‘hide’ the above from the membership.
Misleading and active obfuscation by the leadership to prevent members engaging on these matters.
Bringing the CPA organisation and designation into public disrepute.
An ‘independent’ review which was non-forensic and did not recommend any action be taken against those who were responsible for the above.
A disengaged membership such that it required the media to expose the above.
In summary a decade of decline and unaccountability of a once great professional body and designation.
Well, it’s time to fix it up.
And this is where we as members have an important part to play. This is our chance to be not only engaged but also the decision-makers. The board have provided us with the Notice of AGM and laid out pretty clearly the resolutions. So it behoves us to make sure we consider them and decide appropriately.

Voting by members is critical.

There are two options
1. Attend the AGM to vote personally. The details of where (Melbourne) and when (22nd May 2018) are in the email from CPA. Let’s hope we get a huge turnout.
2. Give your proxy (vote) to someone who will be attending. You can do this relatively easily on the link to the Notice of AGM which you will have received by email, and if not it is clearly seen on the website. In giving your proxy to someone you have two choices. You can make your vote clear on each resolution (for, against or abstain) OR you can leave it up to your proxy to decide for you. If it is the former then it does not matter who to whom you assign the proxy as the proxy is legally bound to vote as per your decisions. If it is the latter (you leave it up to the proxy to decide on each resolution) then you need to select your proxy very carefully.
3. It is important you are very clear on that last sentence. If you assign your proxy to the Chairman or any of the board then they have said very clearly they will only vote for the first four resolutions, and will oppose the other ten. If you do not agree with that (which I certainly do not) then do not assign your proxy to the Chairman or any of the board. Assign it to someone else you trust.
4. I am happy to be the proxy for any members as I will be attending.
5. How I shall be voting on each of the resolutions is given below, with a very brief explanation as to why.

We need some proxies for the media and researchers
The people you assign as your proxy do not need to be members. So if any members would be happy to assign their proxies to some of the media and also some of the university researchers, could you contact me and I will give you their details so you can assign them.

Encourage CPA members to vote
Now is the time to get the members of CPA engaged and involved in this process. Let’s be realistic here. If we don’t get enough votes for the resolutions to pass then the status quo remains, and we know where that has taken us in the past. We can pontificate all we like about wanting to look forward and not back, and expressing confidence in the new leadership. But unless we change the governance structures, then the dangers remain for CPA Australia.

My approach
It was disheartening to have the Independent Review Panel conduct a non-forensic review with no recommendations on accountability but ultimately it is the new board and leadership who are empowered to take the lead on further action. I thought the board might adopt a more ‘giver and take’ approach with the resolutions and governance to ensure not just a ‘do what the independent review panel recommended’ which I regarded as pretty weak and driven more by an agenda to ensure unaccountability and minimal almost superficial governance changes. But I’m sure everyone has their own view on that.
I’m not a ‘political expert’ which is perhaps a distinct disadvantage at a time like this so the best I can do in terms of ‘guidance’ insofar as that is appropriate is to say
I would encourage members to read the explanatory memorandums of the special resolutions (members ones are attached in the appendices) as they better explain the rationale and reason why many of them should be passed.
Think carefully about the implications as we have been through a pretty traumatic and unique time because we have been too apathetic and assumed the best. We cannot afford to do that again.
Make sure you attend the AGM or assign your proxy to someone you trust who will be attending.
Contact as many CPA members that you know to become engaged and vote. This AGM is a very important one.
I’m sure I stand with all members in wanting to see CPA Australia restored. Clearly some differences are apparent in the resolutions on the way forward. I was hoping for a little more ‘give and take’ from the Board in relation to some of the resolutions because on many there are a lot of synergies but I’m afraid my powers of persuasion and negotiation leave a lot to be desired.
Which is a pity because we certainly need a 75% vote in favour for any special resolution to pass. The last thing we want is a stalemate.

A couple of short You-Tube video’s
I am planning to do a couple of short video’s. One with some comments from a range of members giving their personal perspective on what has happened and what they would like to see the future of CPA.
The other on the various resolutions (mainly the four I submitted) with a brief background and explanation on each.

How I will be voting and why

Resolution 1
Rename the Representative Council as the Appointments Council
My vote AGAINST
Why? It is just rebadging what has been a failed model we have seen abused for the last decade. Members need to directly vote for directors. I do not wish to allow an ‘elite’ group to be making this decision. The Independent Review Panels recommendation on retaining this council was one of its major failings.

Resolution 2
Establish Council of Presidents to engage with Board on strategy
My vote IN FAVOUR
Why? This is a good resolution to provide feedback and advice to the board on strategic decisions by divisional Presidents, and to hopefully arrest/prevent the board making foolish strategic decisions as they have in the past.

Resolution 3
Reduce board from 12 to 10, with 2 non-members and increase Presidents maximum tenure from 2 to 3 years.
My vote AGAINST
Why? I am supportive of reducing the board to 10 but I think having non-members on the board has been a major failure in the past, and will continue to be. We need members on the board who promote our profession and the members. I also oppose increasing the President’s tenure to a possible 3 years. Two years has already proven to be a failure (Alex Malley, John Cahill, Graeme Wade) and I regard it as ‘delusions of grandeur’ to extend it beyond that.

Resolution 4
Set a directors remuneration pool of $900k (for 9 directors) or $975k (for 10 directors) to be increased by the CPI, and to be split as the board determines.
My vote AGAINST
Why? I agree that removing the connection to the Auditor-Generals salary is good but I think this is still too high a level of remuneration (effectively $75k for the directors, $115k for the two deputy Presidents, and $220k for the President).
Resolution 10 provides a fairer and more reasonable level of remuneration with no pooled amount but rather fees set for directors at $55k, deputy Presidents at $80k, and President at $130k with CPI increases each year.
The level of remuneration paid to our past board was scandalous, and I regard this resolution 4 as not being an adequate enough reduction to more realistic levels. I regard Resolution 10 as a better resolution to replace this one.

Resolution 5
More communication and discussion of the special resolutions.
My vote AGAINST
Why? We have had plenty of opportunity for discussion and consideration of the issues and to develop resolutions.

Resolution 6
Communication by email to members by CPA on significant matters of concern (requiring 100 members signatures).
My vote IN FAVOUR
Why? This is an important check to prevent the ‘cover-up’ by the previous board, and ‘hiding’ it from the members by preventing cost-effective communication. Read the explanatory memo to this resolution. This is a vital ‘check’ on the boards power.

Resolution 7
Communication by email to members by CPA on significant matters of concern (requiring 100 members signatures).
My vote ABSTAIN
Why? This is essentially the same as Resolution 6 with the addition of it needing to be published in In The Black. It’s not a vote against but rather abstain because Resolution 6 covers this.

Resolution 8
Direct election of directors by members, and nominations if 100 members support.
My vote AGAINST
Why? I’m all in favour of members directly voting for directors however I think nominations requiring 100 members signatures can very quickly lead to groups taking control of the process. Resolution 9 (below) I think provides a better option for direct elections by enabling any member to nominate however having a nominations committee comprising a majority of divisional councillors to shortlist with a minimum of three and maximum of 6 nominees for each position.

Resolution 9
Direct election of directors by members from a shortlist with minimum of 3 and maximum of 6 for each position. Also locking in fundamental selection criteria for directors based on those used by BHP.
My vote IN FAVOUR
Why? I think the explanatory memorandum to this provides sufficient rationale. I think the boards reasons for opposing this resolution detailed on pages 50 and 51 shows the obvious unequal playing field for any members resolutions because we do not have the same access to legal expertise to dot all the i’s and cross all the t’s that they have been able to. To criticise this on the basis of relatively minor ‘procedural’ nit-picky points is not helpful and doesn’t abide by the spirit of what is being resolved.

Resolution 10
Board remuneration set at $55k for directors, $80k for deputy presidents, $130k for President. Increased each year for CPI.
My vote IN FAVOUR
Why? Because these are fair and reasonable and anything higher would be wrong. Their needs to be a component of service built into these fee levels as with any professional membership organisation. They have been exorbitant for too long. These are reasonable.

Resolution 11
Limit directors tenure to 6 years maximum.
My vote IN FAVOUR
Why? Because this has been abused in the past, and unless we put this absolute limit on it, it will be abused again. The explanatory memo. provides a good summary of why this is needed.

Resolution 12
Same director reporting requirements and AGM requirements of public listed companies
My vote IN FAVOUR
Why? I think we need to ‘lock-in’ the full disclosure approach shown in the latest CPA Annual Report, and not leave it in the By-Laws which can be easily changed by the board. I also think we need to make the AGM relevant for members. Currently we have no power. This will enable us to vote on the remuneration, on the auditor, on directors (see resolution 9) and approve the financial report. If we want to set a high standard as a professional organisation then let us do so.

Resolution 13
Allow 200 members to convene a members meeting
My vote IN FAVOUR
Why? The explanatory memo explains the reason for this well. This is the safety valve or check we need to prevent what has happened before going on for so long before meaningful action by members can be enacted. This resolution is a critical one.

Resolution 14
Remove Peter Wilson as director
My vote AGAINST
Why? This is an ordinary resolution that only requires a 50% vote to pass. It is only fair that we give the new board a chance to turn things around. Good changes have been made. It will take time, and I think to remove Peter Wilson as a director, quite apart from not having a fair and reasonable basis to do so, would just prolong any recovery for CPA Australia.

Cheers

Brett

User avatar
nakedadmin
Site Admin
Posts: 653
Joined: Thu Mar 23, 2017 4:38 pm
Location: Iceland

Re: D Day has arrived for CPA Australia Members.

Post by nakedadmin » Fri Apr 27, 2018 9:59 pm

Resolution 5 - It wouldn't hurt to support this. In fact it's fairly unlikely that the resolutions which require 75% would pass so discussion of the member proposed resolutions wouldn't seem to hurt?

Resolution 7 - This does not contradict resolution 6. They can both pass and there can be 2 provisions for contacting facilitation of members email communications. The In The Black publication is not the only difference there is the arbitration of adverse decisions. It's kind of strange to see you oppose an email facilitation or In The Black publication. Perhaps just let the board not publish anything in In The Black ever, rewrite history at will with no accountability.

Resolution 8 - I respect your opinion but I do not agree with you on this. Totally ok to have different opinions.

Resolution 14 - You actually disagree with 3 out of 4 of the boards resolutions and the one you agree with is fairly benign. But somehow you don't want to remove the chair? Perhaps you are just happy with a board that gets it wrong 75% of the time?
The Naked Webmaster

Kennic
Posts: 1
Joined: Tue May 01, 2018 3:30 pm

Re: D Day has arrived for CPA Australia Members.

Post by Kennic » Tue May 01, 2018 10:00 pm

hi Brett

how can i give you my proxy form?

Regards

perthcpa
Posts: 15
Joined: Mon Jun 26, 2017 12:03 pm

Re: D Day has arrived for CPA Australia Members.

Post by perthcpa » Wed May 02, 2018 2:40 pm

OK problem with all this is all the complexity and sneaky behaviour. I gave my proxy to the chairman and the system let me tick all the resolutions - now I find out I am ticking resolutions to vote that will never carry because my proxy only wants to vote on certain points not others. Never thought of a proxy as being able to do that - where you fill it it in with specific instructions . I wonder how many other CPA's fell for this. It reminds me yet again just how bad things are at CPA Australia. Can I update my proxy and remove the self-interested, sneaky little trick called the chairman? All I know is that CPA Australia needs a massive shake up and anyone from the old board needs to accept the fact that they made a real mess of things and that it is time to move aside and make way for new leadership.

User avatar
nakedadmin
Site Admin
Posts: 653
Joined: Thu Mar 23, 2017 4:38 pm
Location: Iceland

Re: D Day has arrived for CPA Australia Members.

Post by nakedadmin » Wed May 02, 2018 5:46 pm

Hopefully you can go in and edit it. Let us know how you go.

If you tick "undirected" the proxy can do what they want. If you choose one of the yes/no/abstain then the proxy has to follow your direction. It should not matter that the chair is the proxy they have to follow your directions. It would be good if someone can confirm that.
The Naked Webmaster

perthcpa
Posts: 15
Joined: Mon Jun 26, 2017 12:03 pm

Re: D Day has arrived for CPA Australia Members.

Post by perthcpa » Wed May 02, 2018 6:55 pm

Re did the form and appointed an individual proxy - since Brett has put some thinking and work into it happy to reward him for his efforts.

User avatar
Brett Stevenson
Posts: 447
Joined: Fri Mar 24, 2017 10:43 am

Re: D Day has arrived for CPA Australia Members.

Post by Brett Stevenson » Wed May 02, 2018 7:17 pm

Hi Kennic and all,
Re proxies if you actually vote on the proxy form on each resolution, it doesn't matter to whom you assign as a proxy. Your vote is as you determined.
If you leave your proxy as undecided then it is the proxy who decides how to vote on each resolution for you.
The board have made clear that they will vote for the first four resolutions and against the remaining eight. So, if you disagree with this (as I do) then don't assign your proxy to the Chairman or any of the board.
Rather assign to someone you both trust and agree with their vote.
I have detailed how I will vote on each proxy if anyone assigns their undecided proxies to me. I'm happy to take proxies as I will be attending the AGM.
Make sure you know how your proxy intends to vote.
In terms of assigning your proxy to me or anyone else just follow the steps on the CPA website and put my name (or whoever you decide) as your proxy. It is being done by Link, and I will be notified by them of your proxy, but let me know also if you can.

Hope that helps.

User avatar
Stomper
Posts: 205
Joined: Tue May 02, 2017 9:55 am
Location: Sydney, NSW, Australia

Re: D Day has arrived for CPA Australia Members.

Post by Stomper » Sat May 05, 2018 6:51 pm

Brett,

How can the Chair and Board vote (for themselves and undecided proxies) for resolutions in which they have a pecuniary interest. Surely, under principals of good governance they should excuse themselves from voting and leave the vote on those matters to the members?

User avatar
Stomper
Posts: 205
Joined: Tue May 02, 2017 9:55 am
Location: Sydney, NSW, Australia

Re: D Day has arrived for CPA Australia Members.

Post by Stomper » Tue May 08, 2018 2:04 pm

Answering my own question - the Chair has disclosed that he will vote on behalf of undecided proxies in favor of 1-4 and against 5-14

Post Reply