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
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20 May 2018 - AFR :- CPA Australia goes overseas to harvest votes ahead of AGM

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JWheldon
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20 May 2018 - AFR :- CPA Australia goes overseas to harvest votes ahead of AGM

Post by JWheldon » Sun May 20, 2018 10:55 pm

CPA Australia goes overseas to harvest votes ahead of AGM

20 May 2018 AFR

by Edmund Tadros

CPA Australia has been actively harvesting proxy votes from overseas members in a bid to prevent rebel members from winning a series of upcoming resolutions that could transform the way the embattled accounting body is run.

The behind-the-scenes lobbying by CPA comes ahead of the body's make-or-break annual meeting on Tuesday, when members will vote on 14 resolutions that could improve governance at the accounting body or see the new board replicate many of the mistakes of the old regime.

The accountants' union has had a tumultuous year involving an unprecedented member uprising over indiscriminate spending and exorbitant salaries that led to the sacking of CEO Alex Malley and the entire board resigning.

The new CPA board and chairman Peter Wilson has backed four resolutions that include changing the way directors are appointed, creating a council of presidents, cutting the number of directors to 10 and removing the Auditor-General's salary as a benchmark for director pay.

Members have proposed 10 resolutions of their own, such as capping director pay, permitting members to directly elect the board, and having Mr Wilson removed from the board. These have all been opposed by the board and Mr Wilson.
'Networking events'

The proxy vote harvesting has happened in India, Malaysia and Singapore, sometimes in the guise of "exclusive networking events" for CPAs. Members who attended were given proxy voting forms and encouraged to vote against member resolutions and for the CPA board's resolutions.

CPA is once again trying to control the official message and not letting members have their say, according to Jen Dalitz, a member who was heavily involved in last year's uprising.

"The members that have put forward their resolutions have not been given a public forum, through the body's mailing lists, to put their view forward, while the board's view has been communicated through these shadowy means," Ms Dalitz said.
CPA chairman Peter Wilson supports the four board resolutions at the upcoming AGM.
CPA chairman Peter Wilson supports the four board resolutions at the upcoming AGM. Peter Braig

This strict control of the official message, and denial or suppression of alternative views, was one of the key points that outraged members last year and led to a Senate inquiry into access to member mailing lists.
Get out the vote

CPA argues that it has done nothing wrong and that the body is simply encouraging members to exercise their right to vote ahead of the AGM.

"CPA Australia has been an international organisation for more than 60 years. Almost 30 per cent of members live overseas and the AGM affects all members," CPA spokesman Karen Hellwig said.
Jen Dalitz, CPA member and consultant, is disappointed with the actions of the board.
Jen Dalitz, CPA member and consultant, is disappointed with the actions of the board. Supplied

"As a global accounting body we run thousands of events every year around the world. At all our events, wherever they are, we have been making members aware that the AGM is coming up and encouraging them to have their say. Every single member has the right to cast their vote.

"The notice of meeting has gone to every member around the globe including detailed explanations of the 14 resolutions and the rationale for each resolution. The board has also included its voting intentions in the notice of meeting so it is very clear."

CPA also noted that the four board-backed resolutions stem directly from the controversial independent review commissioned into the CPA late last year and subsequent member consultation.

The ability to assign a proxy to the AGM closes at 5.30pm on Sunday. That means members who want to vote but haven't assigned a proxy by that time will now have to attend the AGM, which will be held at the Melbourne Exhibition and Convention Centre on Tuesday from 5.30pm.
List of CPA Australia 2018 resolutions:

Special resolution: Requires at least 75 per cent of the votes cast to be in favour

Ordinary resolution: Requires at least 50 per cent of the votes cast to be in favour

Supported by Mr Wilson and the CPA board

1. SPECIAL RESOLUTION – Abolish the representative council. Establish the appointments council comprising divisional councillors and branch councillors (who have been directly elected by members). CEO may attend board meetings by invitation only.

2. SPECIAL RESOLUTION – Establish the council of presidents to improve the ability of members to engage meaningfully with the board on the company's strategy.

3. SPECIAL RESOLUTION – Board to have a maximum of 10 directors including a minimum of two non-member directors. A director can serve as president for a maximum of three consecutive years.

4. SPECIAL RESOLUTION – Remove reference to Auditor-General's salary for director remuneration. Director remuneration to be capped at a pooled amount. Directors not eligible to receive any additional remuneration if they also sit on a board of a related body corporate or a board committee.

Member resolutions, not supported by Mr Wilson and the CPA board

5. ORDINARY RESOLUTION PROPOSED BY DAVID DAHM – Within 6 months after the AGM, publish a discussion paper via INTHEBLACK and electronically, regarding the 16 proposed resolutions detailed in Mr Dahm's explanatory statement and hold an international online webinar to address any matters in addition to any other appropriate feedback mechanism that is open and transparent to the membership.

6. SPECIAL RESOLUTION PROPOSED BY BEN COHEN – If requested by 100 members, require the company to distribute within 14 days of the request, a member statement relating to the governance, strategy or other membership matters. The statement is only to be distributed to those members with email addresses who have not opted out of email communications. The 100 requesting members have a right to arbitration in the event that the request is not circulated by the company within 14 days from receipt of the statement.

7. SPECIAL RESOLUTION PROPOSED BY GLEN HASSELMAN – If requested by 100 members, require the company to distribute within 14 days of the request, a member statement relating to the governance, strategy or other membership matters. The statement is only to be distributed to those members with email addresses other than members who have elected to not receive these email communications. The company is required to publish the statement in INTHEBLACK or any successor magazine.

8. SPECIAL RESOLUTION PROPOSED BY GLEN HASSELMAN – Provide for direct election of a maximum of 12 directors (each of whom must be a CPA, FCPA or life member) who have been nominated by 100 members. Voting to open on 1 August and to close on 31 August. A preferential voting system is to be used.

9. SPECIAL RESOLUTION PROPOSED BY BRETT STEVENSON – Appoint a maximum of nine directors comprising eight members and one director who is neither a member nor an employee of the company from a short list of candidates determined by the nominations committee having regard to certain criteria. A maximum of six and a minimum of three candidates for each director position will be put to members for a direct vote.

10. SPECIAL RESOLUTION PROPOSED BY BRETT STEVENSON – Remove reference to Auditor-General's salary for director remuneration. The maximum amount that directors can be paid commences at $55,000 for directors, $80,000 for a deputy president and $130,000 for a president indexed annually to the CPI.

11. SPECIAL RESOLUTION PROPOSED BY BRETT STEVENSON – Limit directors' tenure to two terms of three years. The maximum consecutive period that a director can serve is six years (excluding the serving of a casual vacancy). Allow the nominations committee to fill a casual vacancy on the board.

12. SPECIAL RESOLUTION PROPOSED BY BRETT STEVENSON – Impose the same director reporting requirements as if the company were a publicly listed company in addition to meeting existing AGM requirements.

13. SPECIAL RESOLUTION PROPOSED BY JEN DALITZ – Allow 200 members to convene a meeting of members.

14. ORDINARY RESOLUTION PROPOSED BY GLEN HASSELMAN – Remove the president, Peter Wilson, as a director so that the board is better positioned to take a fresh approach.

edmundtadros@afr.com.au

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Re: 20 May 2018 - AFR :- CPA Australia goes overseas to harvest votes ahead of AGM

Post by nakedadmin » Mon May 21, 2018 8:50 am

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Re: 20 May 2018 - AFR :- CPA Australia goes overseas to harvest votes ahead of AGM

Post by theallseeingeye » Tue May 22, 2018 1:31 am

I certainly appreciate the articles being posted here, as I don’t have an AFR subscription - thank you

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