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Article 45 of the Constitution

This covers the board and management of CPA Australia
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Better Call Saul
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Article 45 of the Constitution

Post by Better Call Saul » Thu Jun 01, 2017 8:57 pm

Remuneration

The 32 page S202B declares:-
  • “Director fees associated with CPA Australia Advice Pty Ltd are approved by the CPA Australia Ltd Board. Article 45 of the CPA Australia Ltd Constitution does not apply in relation to Director fees associated with subsidiaries of CPA Australia Ltd.”
Whereas Note 12. to the CPA Australia Advice Pty Ltd financial statements states:-
  • “ Directors remuneration is approved annually by the Board in accordance with the article 45 of the Constitution of CPA Australia. All payments are deemed to be compensation for the purposes of this disclosure.”
The two statements are inconsistent.

I PROPOSE ARTICLE 45 DOES APPLY TO BOTH BECAUSE IF IT DIDN'T THE OPPORTUNITY TO DEFRAUD MEMBERS IS APPARENT

WHY ARE WE NOT MAKING AN EFFORT TO GET THIS RIGHT?

We need evidence of a reconciliation of compliance with article 45 for the Directors for the financial year 2016.

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Brett Stevenson
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Re: Article 45 of the Constitution

Post by Brett Stevenson » Thu Jun 01, 2017 10:30 pm

Well spotted Better Call Saul, and I agree with you that s.45 applies to both.
I think they added the exclusion in their 32 pager because otherwise some of the directors would be getting over the max % which they have assured us has not happened.
Well they cannot escape from the reality that some directors are getting more than the maximum potential. To suggest s45 doesn't include certain remuneration paid to directors from a subsidiary is a recipe for remuneration rorting. Want to pay above the constitutional limit? No problem just create another subsidiary

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Better Call Saul
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Re: Article 45 of the Constitution

Post by Better Call Saul » Thu Jun 01, 2017 10:33 pm

That's why my next port of call is:-
  • Ask the auditor whether they have confirmed that the director remuneration was lawful according to the constitution

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The Nude CPA
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Re: Article 45 of the Constitution

Post by The Nude CPA » Fri Jun 02, 2017 11:10 pm

The Constitution should have been amended before CPAAA was undertaken.

Not sure if that's a major fuck up or a loophole purposefully left open for exploitation.

Either way, it's not a good look for the powers that be...

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Stomper
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Location: Sydney, NSW, Australia

Re: Article 45 of the Constitution

Post by Stomper » Fri Jun 02, 2017 11:25 pm

As far as I am concerned article 45 covers the Group.No spin or weasel words can deny that fact.

There is no grey - there is just the plain, bare faced facts and they have sought to enrich themselves at the expense of the members.

How many of us assume additional responsibility without any compensation? Why? Because productivity is how the collective organisation gets ahead!

Did these parasites work additional hours?
Did they add to the value of the organisation?
Did they progress the interests of the members?

The answer is a BIG FAT NO.

Never, never in my 35 year career have I witnessed such blatent misuse of members money by so many and their efforts to cover their tracks and deny responsibility is breathtaking.

The damage it has done maybe irreparable but those responsible will be held to account

The groundswell of opinion is against them!!!
Last edited by Stomper on Sat Jun 03, 2017 12:49 pm, edited 1 time in total.

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nakedadmin
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Re: Article 45 of the Constitution

Post by nakedadmin » Sat Jun 03, 2017 10:43 am

Stomper wrote:
Fri Jun 02, 2017 11:25 pm
As far as I am concerned article 45 covers the Group.No spin or weasel words can deny that fact.
Agreed. Even the CPAA Advice financial statements state that the Directors are paid as per Article 45.
The Naked Webmaster

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The Nude CPA
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Re: Article 45 of the Constitution

Post by The Nude CPA » Sat Jun 03, 2017 2:02 pm

nakedadmin wrote:
Sat Jun 03, 2017 10:43 am
Stomper wrote:
Fri Jun 02, 2017 11:25 pm
As far as I am concerned article 45 covers the Group.No spin or weasel words can deny that fact.
Agreed. Even the CPAA Advice financial statements state that the Directors are paid as per Article 45.
I certainly don't disagree; was just pointing out the poor corporate governance in failing to amend the Constitution in light of a major change in the organisation's scope/direction and "growth".

That reference to Article 45 in the CPAAA financial statements has perhaps closed any loophole that might have existed, anyway... :D

I bet "they" are regretting that now they've got hundreds of CPAs poring over the corporate documents!

kissofjudas
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Re: Article 45 of the Constitution

Post by kissofjudas » Sun Jun 04, 2017 2:18 pm

Stomper wrote:
Fri Jun 02, 2017 11:25 pm
As far as I am concerned article 45 covers the Group.No spin or weasel words can deny that fact.

There is no grey - there is just the plain, bare faced facts and they have sought to enrich themselves at the expense of the members.

How many of us assume additional responsibility without any compensation? Why? Because productivity is how the collective organisation gets ahead!

Did these parasites work additional hours?
Did they add to the value of the organisation?
Did they progress the interests of the members?

The answer is a BIG FAT NO.

Never, never in my 35 year career have I witnessed such blatent misuse of members money by so many and their efforts to cover their tracks and deny responsibility is breathtaking.

The damage it has done maybe irreparable but those responsible will be held to account

The groundswell of opinion is against them!!!
Thank you, Stomper. You've summed up my feelings. Totally disgusted and betrayed. So how do we make changes at the top with so many snouts in the trough? How do we get the general media involved outside of AFR and ABC? Does anybody care apart from some CPAs?

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Better Call Saul
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Re: Article 45 of the Constitution

Post by Better Call Saul » Sun Jun 04, 2017 11:19 pm

The Attachment 2 of the S202B response being the FAQ section written as a great defense contains the "Article 45 untruth".
It so happens it is an unaudited section and therefore Awty and Hughes thought they would be able to slip this one under the door unnoticed.
Juvenile and unprofessional in the extreme.

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