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

The resolution

A discussion about Brett's currently proposed resolution and how to proceed.
Post Reply

Should we lodge this resolution, or do we need to do more than reduce Director's remuneration?

Lodge it.
2
13%
Need to do more.
2
13%
Lodge it and then do more.
12
75%
 
Total votes: 16

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

The resolution

Post by nakedadmin » Thu Mar 30, 2017 10:07 am

I, _____________________________________________________(name)
being a member of CPA Australia _______________________ (m’ship no.) approve
of the following members special resolution seeking to amend the constitution of
CPA Australia to amend the Director Remuneration provisions.
Dated________________________________
Signature ______________________________________________________

Members Special Resolution
To consider and, if thought fit, pass the following special resolution:
Amendment of the Constitution of CPA Australia to amend the Director
Remuneration provisions.
THAT with immediate effect, the proposed amendments to Article 45 of the
Constitution of CPA Australia set out in Annexure A, be approved and
adopted.

Annexure A
Members Special Resolution – Director Remuneration
45. Remuneration and benefits of Directors
(a) Subject to Articles 45(b) to (d) and Article 45(g), the Company may:
(i) prior to 31 March 2010, pay or provide to:
A. an External Director;
B. a Member Director, provided that the Member Director is self-employed;
C. the employer of a Member Director; or
D. a Practice Entity with which a Member Director is Closely Associated,
fees in an amount or value determined by the Board;
(ii) from 1 April 2010 onwards:
A. pay or provide to a Director fees in an amount or value determined by the
Board; or
B. if, as a condition of a Director's employment with his or her employer, that
Director is not permitted to receive fees from the Company personally, pay or
provide amounts to the Director's employer by way of an honorarium to
compensate the Director's employer for the release of the Director's time from
his or her employment and making the Director available to serve as a
director of the Company.
(b) Subject to Article 45(i), the amount paid to a Director (other than the President or the
Deputy Presidents), the employer of such a Director or a Practice Entity with which such a
Director is Closely Associated (as applicable, and when and where permissible) pursuant to
Article 45(a) (for the avoidance of doubt, excluding any amounts paid pursuant to Articles
45(e) or (f)), in any calendar year will be determined by the Board for the relevant calendar
year but must not exceed 15% 7.5% of the total annual salary package of the Auditor-
General of Australia, as prevailing at the date of the Board determination.
The amount paid to a Director (other than the President or Deputy Presidents) will be
prorated for any period where the Director is not entitled to be paid fees by reason of Article
45(g) or serves as a Director for a period of less than 12 months in a calendar year.
Save for any pro rata reduction to reflect a non-entitlement to be paid fees by reason of
Article 45(g) or service of less than 12 months, the same amount of fees shall be paid under
this Article 45(b) in respect of each Director for each calendar year, however the Board may
vary the amount of fees payable in respect of a Director to take into account such additional
responsibilities within the Company that a Director may have.
(c) Subject to Article 45(i), the amount paid to the President, the employer of the President
or a Practice Entity with which the President is Closely Associated (as applicable, and when
and where permissible) pursuant to Article 45(a) (for the avoidance of doubt, excluding any
amounts paid pursuant to Articles 45(e) or (f)), in any calendar year will be determined by
the Board for the relevant calendar year but must not exceed 60% 30% of the total annual
salary package of the Auditor-General of Australia, as prevailing at the date of the Board
determination.
The amount paid to the President will be prorated for any period where the President serves
as the President for a period for less than 12 months in a calendar year.
(d) Subject to Article 45(i), the amount paid to each Deputy President, the employer of a
Deputy President or a Practice Entity with which a Deputy President is Closely Associated
(as applicable, and when and where permissible) pursuant to Article 45(a) (for the avoidance
of doubt, excluding any amounts paid pursuant to Articles 45(e) or (f)), in any calendar year
will be determined by the Board for the relevant calendar year but must not exceed 25%
12.5% of the total annual salary package of the Auditor-General of Australia, as prevailing at
the date of the Board determination.
The amount paid to a Deputy President will be prorated for any period where a Deputy
President serves as the Deputy President for a period for less than 12 months in a calendar
year.
(e) Where a Director resident outside Australia for tax purposes receives any fees under this
Article 45 that are taxable in a country other than Australia but is required to pay such fees
to an unrelated third party and is unable to claim a tax deduction or other offset, and is
therefore subject to an amount of personal taxation on such fees (the Residual Tax
Amount), the Company may pay to the Director or to a taxation authority in respect of any
calendar year, the Residual Tax Amount or such other amount as is considered appropriate
(as determined by the Board) to compensate that Director.
(f) The Company must pay all reasonable travelling, accommodation and other expenses
that a Director properly incurs in attending meetings of the Board, committees of the Board,
meetings of Members, or otherwise in connection with the business of the Company.
(g) No amounts may be paid to any Director (except for the President, the Deputy Presidents
and External Directors), the employer of any such Director, or a Practice Entity with which
any such Director is Closely Associated pursuant to Article 45(a), or Article 45(e) prior to 1
April 2010.
(h) Articles 45(a) - (d) do not apply to any payments made pursuant to Article 50.
(i) Notwithstanding anything else to the contrary in Articles 45(b) to (d), in relation to any
amounts paid as an honorarium to the employer of a Director pursuant to Article 45(a)(ii)B:
(i) if the amount so paid as an honorarium is to the employer of a Director (who is not
the President or a Deputy President), then such amount may be different from the
amount of fees paid to other Directors (who are not the President or a Deputy
President) in the relevant calendar year; and
(ii) no amounts may be paid (either to a Director or the employer of a Director)
pursuant to Article 45(e) in connection with the amount so paid as an honorarium.

Explanatory Memorandum
The proposed amendment changes the remuneration provisions for Directors by
setting the maximum percentage of the Auditor-General of Australia’s total salary
package that the Directors can be paid.
Currently the maximum percentages are set at 60% for the President, 25% of the
Deputy President, and 15% for other directors. This amendment reduces those
percentages by 50% to better reflect the maximum that directors of CPA Australia
are to receive given that CPA Australia is a member based professional organisation
which carries much less risk than a commercial company.
It also better reflects the role and duties of the directors, the remuneration levels that
the members believe are appropriate for a professional member organisation, and
the recognition that until 2007 these positions (apart from that of the President) were
not remunerated at all.
The charts below indicate the remuneration of the directors from 2011 to 2015 using
the current remuneration percentages. This special resolution will reduce the
maximum percentages currently stated in the constitution by 50%.
directorremunerationsummary.jpg
directorremunerationsummary.jpg (75.54 KiB) Viewed 4946 times
auditorgeneralsalary.jpg
auditorgeneralsalary.jpg (21.72 KiB) Viewed 4946 times
The Naked Webmaster

User avatar
R2D2
Posts: 24
Joined: Sun Apr 02, 2017 10:58 am
Location: Reykjavík

Re: The resolution

Post by R2D2 » Tue Apr 04, 2017 9:07 pm

Can the resolution be made to stick? i.e. if it can be passed with minimal votes would it be easy to overturn.

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

Re: The resolution

Post by nakedadmin » Tue Apr 04, 2017 9:56 pm

I think a bit of a problem with the resolution is that it does not give the members control of the organisation. There would still be a lot of waste. And as you say they may simply try to change it back and we'd have to be constantly out voting them. I think we need a much more far reaching resolution. I think Brett picked this because there is massive support for reducing directors fees. Any suggestions?
The Naked Webmaster

User avatar
R2D2
Posts: 24
Joined: Sun Apr 02, 2017 10:58 am
Location: Reykjavík

Re: The resolution

Post by R2D2 » Wed Apr 05, 2017 8:42 pm

I haven't had time to read the constitution just now, so I don't know how it works.

Could be -
1) a wide-ranging resolution that is difficult to back out; or
2) the removal of the obstruction at board level for them to initiate a proper review that is open to comment

It could be the long game. All the new members in Asia could be a force for change as well, I'm sure they want membership to be of more relevance.

Heisenberg
Posts: 84
Joined: Thu May 04, 2017 5:19 pm

Re: The resolution

Post by Heisenberg » Thu May 04, 2017 11:28 pm

Should also amend the constitution to:

1) Reduce terms of Directors
2) Allow the Representative Council and/or members to remove a board member
3) Have members directly elect the board

Now wouldn't that be nice....

Uncle_Fred
Posts: 8
Joined: Mon Jun 19, 2017 12:37 pm

Re: The resolution

Post by Uncle_Fred » Thu Jun 22, 2017 6:48 pm

I presume that the Resolution would lodged wth CPAA under section s249N of the Corps Act. This only needs 100 members to propose (or 5%). But the resolution would be put to the vote at the next general meeting held. I can't see anything in the constitution that allows us to lodge a members resolution. So it must be under the Corps Act unless I'm missing something.

To call a meeting we need 5% of voting members to sign-off on the request. As we don't know who can vote it's a bit hard to see what is needed here.

Post Reply