The consultation forums have resulted in the board NOT changing one thing in their resolutions.The interactions by the members who introduced the ten resolutions, and the boards rejection of the lot of them says it all really.
All those lovely words they talked at the Consultation Forums at the end of the day meant pretty much nothing.
The only resolutions that the board are approving for the coming AGM are theirs (four out of fourteen), and none of their four deal with the substantive issues that gave rise to the problems we have experienced over the last decade.
They know that better than anyone yet here they are purporting ‘consultations’ and ‘member engagement’ and ‘we want to see things improve’ when they completely oppose any of the other ten resolutions brought by the members who did all the hard yards to expose the shenanigans.
1. The core or substantive issues are being ignored.
What were some of the big governance issues and concerns in exposing what happened at CPA Australia that are being ignored or sidestepped by the board? Can I encourage you to think about that a bit because I suggest that the new board with their resolutions have managed to avoid three of the big ones and have gone soft on three others.
The very reasons why this has been a very public fight to expose these matters are because of fundamental weaknesses in our governance system (constitution in effect). But lo and behold the new board just sidestepped most of them and went soft on the others. Can I encourage members to read the members resolutions (brought by the members involved in exposing these matters, and possibly more attuned to the governance concerns than most - well at least the new board and seemingly the divisions) through the grid of what was exposed.
A. Scandalous remuneration
Especially for CEO’s termination pay and contract. There have been two responses from the board that are relevant here.
Firstly they refuse to take action against the board who approved the three year contract (not based on getting a legal opinion mind you but rather a conversation with a barrister and legal firm). We have had contrary legal advice (also based on a conversation we had with a legal firm and which we members paid for) and quite frankly do not agree with the board. Of course the Independent Review Panel were dogmatic in saying they did not provide any expression of legal action from their report but on this matter of Alex Malley’s termination they were prepared to make an exception. Ever wonder why that was? Yes, my thoughts exactly.
Secondly they reduced the boards remuneration from their astronomical levels of $312,000 for President to $225,000, for Deputy Presidents from $130,000 to $112,500 and directors from $98,000 to $75,000 (Refer resolution 4). It’s a reduction but it is not enough given the high starting point, and that one of the problems encountered with these remuneration levels is the loss of perspective on why members serve on the board. We are a professional organisation not a listed company. Resolution 10 provides better and more appropriate levels of remuneration at $130,000 (President), $80,000 (Deputy Presidents), $55,000 (Directors).
Lets get rid of this mentality of ‘remuneration largesse’ which infects our organisation.
B. Call members meeting.
Inability to call a general members meeting because we required over 6,000 signatures (5% of the membership). This is an impossible hurdle for a membership organisation such as ours. It is why this has been such a protracted and public battle. This is a major weakness in our constitution. Everyone knows this but the board refused to support resolution 13 which enables 200 members to call a members meeting. They not only refused to support it, they strongly opposed it, and did not even offer an alternative number of say 500 or 1,000. This more than anything indicates the mindset of the new board to protect their domain and they are not interested to see the major issue at stake here to provide a check and balance on the sort of leadership failure we have endured.
C. Communication with members.
Inability to communicate with the membership on these major matters of concern while the board could freely do so. It is email addresses which is the issue here. Resolution 6 is calling for this important safety check to enable members concerns to be communicated by CPA Australia to all members if 100 members sign the request. Again the board, as with resolution 13, did not only ignore this, they opposed it and did not offer a higher number of members signatures if they had concerns on that.
The bloody-mindedness and pigheadedness of the board in these two resolutions especially shows their inability to see the importance of the issues involved here. This is not just a question of them protecting their turf, it is a major governance question of having checks and balances in our constitution to prevent this from happening again without the need to have a public battle.
D. Full disclosure versus minimum disclosure.
The previous leadership relied upon a minimum disclosure mentality to avoid the consequences of what full disclosure would provide. When full disclosure was forced upon them (on remuneration) they either resigned or were sacked. The new board understood the sensitivity of this and provided full disclosure in the 2017 Annual Report on remuneration but they refused to lock this into the constitution (which only the members can change) and would rather have it in the By-Laws (which the board can freely change). Why they would not do this defies me. Their refusal to do this is a big warning light to me. I specifically said to them if they locked full disclosure as per the 2017 annual report into the constitution then I would speak against my own resolution 12 on full disclosure, but they refused.
I do not trust them and would recommend that resolution 12 be approved by members.
E. Board and Presidents tenure.
This was one of the ways they extended the gerrymandered control at CPA Australia with three directors (Petty, Wade and Ryan) serving 10, 11 and going on 12 years as directors, and three Presidents serving two years (Wade, Malley, Cahill). When the governance changes were made at the beginning of the Malley decade directors could only serve for 6 years. Look what happened in the ensuing years.
Again resolution 11 which limits directors tenures to 6 years did not even rate a consideration by the new board. They just opposed it and effectively said we are happy with nine, and we would like to allow for the President to serve for three years. Crikey and they want us to trust them.
F. Members elect directors.
This is enemy number one of the new board and the Independent Review Panel. They DO NOT want the members to actually vote for the directors for the board. They want an intermediary body (Representative Council renamed an Appointments Council). Having this intermediary body has been the main reason we have had a gerrymandered governance system at CPA Australia - these elites just love to retain control, and their worst fear is that the members might actually have the final say in whether they are elected or not. Well I suggest that is a fear well founded because I, for one, would not vote for any of the current board based on their approach to this whole governance matter, the resolutions they have submitted and their unwillingness to engage with any of the members resolutions.
If members want to elect the board themselves, which I fully favour, then go for either resolutions 8 or 9. I favour 9 but either are better than allowing resolution 1 to pass. So if you want a say in appointing your board oppose resolution1 and vote for either 8 or 9. And what did the board say on this - we do not care about the members having a vote for the board, we do not want that, we as a board favour an elite appointments council. What would the members know, they have no idea.
2. The divisions are being true to form - just silent as representing the members, and tag along with the board
The Divisions, who are being portrayed as our representative voice, can only come out with a call to members to vote or send in their proxies as per the CPA boards announcement OR in the case of Singapore come out and specifically say 'do what the board says'.
Not a word from the Divisional Presidents or any of the councillors (that I have seen anyway) saying publicly that they have varying views on the boards and members resolutions. In other words the only official line we are getting from CPA is from the Board (oppose all resolutions except their four) or from the divisions which is to just vote.
Clearly the board are using their control of email communications with all members to maximum advantage to ‘controlling’ the portrayal of the members resolutions in as limited a way as possible. Of course they will reject that and say all is okay as they sent them out with the Notice of AGM, but ask yourself what message is being conveyed to the members (and we know many are unengaged) from the Board and seemingly the divisions to date.
It was the members who have proposed the 10 resolutions who were actively involved in exposing the shenanigans that have effectively been cast aside and their concerns ignored. This certainly is corporate governance CPA Style, and the one big lesson is that we have not learned a darn thing. Our current leadership are great at ‘talking the talk’ but they have missed the companion word that begins with w.
I know for a fact that the NSW divisional council (42,000 members - over 26% of the total membership) has differing views on both the boards and members resolutions (I spoke with them at a Div Council meeting so nothing too radical in my saying that). It would be helpful if they told the members accordingly i.e. that they disagreed on some of the resolutions. That would be honest and transparent and open communication with the members.
It would be conveying to the members that they as their representative body are not in complete agreement with the boards position to just approve the first 4 and oppose the members 10 resolutions. That would be the real situation. They don’t need to say which they agree or disagree with. Just communicating that there is disagreement at divisional level is enough to sharpen up the antennae of any member. What sort of feedback do the divisions want. Take NSW for example where nine of the ten member resolutions came from NSW members.
Of course they could go one step further down the governance CPA style communication path as has the Singapore Division President who said quite explicitly that they should vote for the boards four resolutions, and that the 10 members resolutions
And of course who told them this - CPA Australia Global President (wow, and I thought Alex Malley had delusions of grandeur) told them on his recent visit that‘are not in the best interests of CPA Australia’.
Well, we all know that is just not true and I suggest the Singapore members should have a read of section 1 above, and there they will see how non-transparent and unaccountable the new board is, and that the changes they are advocating do not even tackle the substantive issues of why CPA has gotten into this mess. I would suggest to the Singapore members that they should approve resolution 14 where we members in Australia are calling for the termination of Peter Wilson as a director of CPA Australia. You hardly need to read between the lines to understand why.'the four Board-endorsed resolutions will deliver more effective governance changes that will ensure CPA Australia’s operations are transparent, accountable and best serve the interests of all members”.
Keep in mind that the whole rationale for the governance system the Independent Panel recommended and which the new Board is asking us to approve is based on the Divisional Councils being our representative voice. Well I reckon the divisional councils need to be a little more outspoken and at least say they have no consensus on the 14 resolutions which I'm sure is the case in all the divisions. For them just to say engage and vote is not helpful for the reasons listed above.
3. I do not recall one, not even one, of the current new board speaking publicly about the lousy leadership at CPA Australia prior to their being ‘appointed’ as directors on 1st October 2017.
Many of them, along with the supposedly ‘representative’ Representative Council that appointed them and the Nominations Committee who oversaw the shortlisting of candidates, have a history of close connections with the Malley Decade, yet they ‘knew nothing’ and ‘said nothing’ until well after it was all exposed.
Even our supposedly ‘Independent’ Panel members who were also CPA members never said one word publicly about the shenanigans prior to their appointment even though one of them (Ian McPhee) was closely connected with CPA Australia at a high level being the CPA representative on the IESBA for many years. Ditto for other members who were on the international and other representative committees and boards who still have power and influence at CPA Australia.
Just check out the Annual Reports for the last decade and there they are are listed neatly in the pages just before the Financial Report.
Not one of any of these people who have had closer contacts than most with the past leadership (failed leadership at that) had anything to say to expose these shenanigans. I call that a convenient silence from those who knew or should have known better.
Oh yes, they have all come ‘on board’ now and cry ignorance but I think otherwise.
How is this showing itself now?
Well it is pretty obvious to me if you just look at the makeup of the new board (yes, the Malley decade silent ones), their opposition to all of the members resolutions (many which deal with the really substantive issues to correct the problems of the past), the ‘soft’ million dollar Independent Review led by Ian McPhee (yes, our representative on the IESBA with Eva Tsahuridu our ethics ‘expert’) which did not even recommend any action be taken against the past leadership and quite dogmatically opposed direct elections of directors (irrationally so I would suggest - just look at the 8 reasons opposing democratic elections of directors on page 31 of their final report - I'm still shaking my head in disbelief) and who ‘dressed up’ the old governance model accordingly.
We not only are being taken for a ride we are being treated as fools.
4. Are you all aware of the influential accounting positions that some of our past ‘leaders’ still have?
Well let me tell you so you can quite rightly ask just what is going on here after what has been exposed.
He is still the CPA Australia representative on the IFAC (International Federation of Accountants). You look at what the IFAC mandate is and why they exist and then ask how can this be.
In his ten years at CPA on the board he received close to $1.3 million at an average of >$130,000 p.a. And while on the CPA board he was Professor of Management (Accounting and Finance) at MGSM - Macquarie University. The irony that there is a 'battle' going on at MU to merge the MGSM into their Business School is inescapable.
He, along with Graeme Wade, were the rocks of solidarity in the board room upon which the Malley decade of power was built.
He is now Professor of Financial Reporting and Regulation at Sydney University having stepped down from being Deputy Vice-Chancellor.
Well I leave you to see the irony in that position and title, given what was displayed when he was a leader at CPA Australia. Our financial reporting was a disgrace (consolidation standards, minimum disclosure and integrated reporting were gamed to obfuscate and hide rather than be open and transparent), and the mere fact that we have been screaming for ASIC the corporate regulator to investigate will give you some idea of the extent of the problems. And that’s ignoring the million dollar Independent Review Report which pretty much confirmed many of the shenanigans that were going on at CPA Australia. I don’t profess to know anything about academic appointments and processes but somewhere I should think marrying talk and walk should come into play.
He managed to receive over $800k for his six years on the CPA Australia board with over $350k coming in his last year and a half before his resignation as Chairman ‘in the spirit of renewal’. Please save us from these inane comments.
He, along with Richard Petty, was part of the board which approved the increase of Alex Malleys contract (coincidentally in October 2016 just after Joe Aston at the AFR started to shine a light on CPA, perhaps they saw what was coming?) from a two year termination pay (which they had already been told by an external consultant was already way over the maximum one year allowed for public listed companies, and was excessive) to three years. Yes, read that again, and that’s right. You can now see why Alex Malley was paid $4.9 million on termination. Which by the way was actually $5.4 million (see note 9 on page 95 of the 2017 annual report). Another one of those little accounting standard anomalies which does not include lsl and annual leave entitlements on termination in the termination pay. And we wonder why people say financial reporting standards can produce obtuse results.
Tyrone Carlin was also the Deputy Vice Chancellor at Sydney University (a full-time job) which allowed him to have one days work per week outside the university, yet somehow he managed to take on the President of CPA Australia position which was remunerated on the basis of being a three day/week work commitment. That takes some doing for a mere mortal. But not to be outdone he managed to also squeeze in a $70k pa. directors position with a newly formed CPA subsidiary (CPA Australia Advice) which set the record books alight with a loss in 19 months of $7.2 million on a total revenue of $49k, with over $1.5 million being paid to the already well remunerated CPA Australia board and management (bar one) for overseeing it. Think about that a bit to let the numbers sink in.
And to think that CPA Australia is again wasting our money to engage PwC (crikey does the CPA board know how to blow money, and this time on the firm which has been banned from auditing in India because of the poor quality of their auditing, can you believe it) to state the obvious about this subsidiary. My guess is that having PwC do the report will enable them to shut it down and NOT take any action against the directors and management who oversaw this disaster.
Of course need I add that Richard Petty also managed to squeeze in one of the directors positions on the CPA subsidiary for a tidy $70k pa.
Recently past CPA Australia President and director still sits on the APESB. Do you want to know what the APESB represents? Well let me tell you what Penny Egan said of Alex Malley just a week prior to him being sacked from CPA Australia before telling you of the APESB.
“The appointment of Malley as CEO was, and continues to have been, an excellent decision. Subsequent boards have had no reason to question his integrity, passion and leadership. His remuneration is commensurate of other CEOs leading an organisation of this size.”
and of course just to emphasise her point
Well I leave you to think about that in light of what has been exposed. This is the quality of the leadership we have had at CPA Australia.“The unrelenting and negative reporting by some media outlets about CPA Australia and its CEO Alex Malley is extremely disappointing.”
But back to the APESB, it is the Accounting Professional and Ethical Standards Board. That’s right, the accounting body responsible for setting ethical standards in the profession. Penny Egan is one of CPA Australia’s two representatives on this six person august body along with another familiar name (and CPA representative) from the Malley era- John Cahill (see below).
I’m not too sure what you are thinking but my thoughts are along the lines of crikey are these the people who represent us and set our ethical standards after all that has been exposed while they were part of the CPA leadership.
And just for completeness, as I know you are thinking this question, Penny Egan’s CPA Australia board remuneration totalled close to the $1 million at a yearly average of over $160k. There is no doubt CPA Australia has moved a long way from the days of just 2006 when the board apart from the president served voluntarily. Just as I disagree strongly with her assertion that Alex Malleys "remuneration is commensurate of other CEOs leading an organisation of this size" ($1.8m for an organisation with a turnover of $180m and 500 staff, and low commercial risk, you would have to be kidding - again a reflection of the 'mythical' thinking of our past leadership) so I contend her remuneration as a board member at CPA Australia was scandalous.
Ditto to much of the above as the fellow CPA representative on the APESB except he managed to squeeze out a board remuneration from CPA of closer to $900k than $1 million but over a shorter time frame and crikey achieving a yearly average of closer to $220k takes some doing.
And let me add that for their five meetings pa on the APESB they each receive $43,800.
I have done a separate report on the APESB and CPA Australia so you can see that the connections go pretty deep. Is it any wonder that the question of ethics raises its head time and time again for the accounting profession if one of the standard setting organisations 'walks' as it does. Are walk and talk really such diametrically opposed concepts?
Here is my recent article on CPA and APESB called Leadership and ethical standards in the accounting profession? CPA and APESB
If you want to get a glimpse of the past connections of those who hold the sway and influence at CPA Australia, their silence during the Malley years, and their possible influence in ensuring no action on past directors, I suggest you have a look at the APESB 2017 Annual Report.
You don't need to be much of a detective to dot the i's and cross the t's. Just ask who do you think may have been in the firing line if action was to be taken against past directors of CPA Australia? Also ask why was the Ian McPhee led Independent Panel Review so soft in making superficial governance changes and in not recommending any action against those responsible? And while at it why not ask why were these people who were so involved at CPA Australia at a reasonably high level so silent and unaware of the problems until it was exposed by a bunch of 'non-involved' members who just asked some obvious questions?
5. I suggest members speak up and say publicly how they will vote.
I have detailed how I will be voting in a blog and in a two part video.
D Day has arrived for members of CPA Australia.
Part One - Presentation on Resolutions for CPA Australia AGM
Part Two - Presentation on Resolutions for CPA Australia AGM
The Spillers and Will Camphin/Lisa Gill have also done a video discussing the resolutions and how they will vote.
https://www.linkedin.com/feed/update/ur ... 5115950080
Also have a look at the two websites which may help fill in the details on a lot of the issues, and just to show how detailed and broad have been the member concerns
6. I recommend that members DO NOT give their proxy to the Board but if you do make sure you vote on each resolution before assigning your proxy.
7. I recommend you give your proxy to any of the members who have been willing to spend the time exposing and engaging on this matter for well over a year now.
To do this just place their names on the proxy form when asked to do so as you fill in the Link proxy form.
You can either mark how you will vote on each resolution or leave it as undecided and your proxy will vote for you.
These are the people I would encourage you to use as a proxy as they will all be attending and quite frankly are the members who have spoken up against the shenanigans at CPA Australia for a long time.
8. Would anyone be happy to provide their proxy to any of the press or university researchers?
Proxies do not have to be members. Best if they are directed proxies (i.e. you make a vote on each resolution) so they can stay objective and impartial. It’s just a means to enable them access to the meeting.
Let me know if anyone would be happy to assign their proxies accordingly.
9. Changing your proxy.
If you have already lodged your proxy but would like to change it, you are able to do so up to 48 hours before the AGM. As the AGM is on a Tuesday (22nd May) you will need to make the change by 18th (Friday) just in case issues arise and you need to speak with someone from Link. Best do it sooner rather than later.
If you are unsure on any issues relating to proxies refer the Frequently Asked Questions sent out with the CPA Notice of AGM, that is very helpful and pretty clear. Andrew Kaynes is the CPA Company Secretary so he can also help as can Link Services who are overseeing the voting.
If you have any questions on how you should vote on any of the resolutions I would encourage you to speak with any of the people mentioned above in 8, and would discourage speaking with the board or your divisional councillors because quite frankly what they have said to date has been really unhelpful. I unfortunately have lost trust in the new leadership of CPA Australia based on what I have said above.
10. A question for your consideration.
Do you think Peter Wilson met with Ian McPhee in the two months prior to his appointment as Director/President of CPA Australia on 1st October 2017? I leave you to consider why that could be a relevant question in view of what has been happening at CPA Australia.
Maybe nothing in it. Perhaps the President might like to answer this at the AGM.