CPA Australia's board prepares to battle members - again
by Edmund Tadros
16 May 2016
http://www.afr.com/business/accounting/ ... 514-h101n9
CPA Australia members are pushing to cap director pay, permit members to directly elect the board, and to have chairman Peter Wilson removed at the accounting body's make-or-break annual general meeting next week.
The resolutions will be among 10 put up by members, along with four CPA-backed resolutions, that will determine the future of the embattled accounting body. It comes after a tumultuous year for the organisation after an unprecedented member uprising over indiscriminate spending and exorbitant salaries led to the sacking of CEO Alex Malley and the entire board resigning.
The CPA board and Mr Wilson oppose all 10 member resolutions, citing a variety of reasons including that the ideas are impractical, costly and not in the interests of the body.
Instead, the new board and chairman have put forward resolutions that stem directly from the controversial independent review commissioned into the CPA late last year and subsequent member consultation.
This has led to a furious fight playing out in rival emails, blog posts, articles and meetings, as each side scrambles to garner the required votes for their favoured resolutions for the AGM, which will be held in Melbourne next Tuesday.
CPA member Jen Dalitz, one of the key players behind last year's revolt at the body, said the new CPA board is replicating the mistakes of the old board by rejecting resolutions that would improve accountability to members.
"Given the course of events over the past year, it's disappointing that the board has chosen not to support any of the member resolutions put forward," she said.
"[H]aving said that, I'm optimistic that members of CPA Australia will use this opportunity to cast their vote wisely at the forthcoming AGM ... I've seen a real appetite for members to be more engaged and involved in the future of their professional accounting association, and I can only urge every member to either lodge their vote online or to assign a proxy as a matter of urgency."
Jen Dalitz, CPA member and consultant, is disappointed the board isn't supporting any of the 10 member resolutions.
Jen Dalitz, CPA member and consultant, is disappointed the board isn't supporting any of the 10 member resolutions. Supplied
Another key CPA rebel member, Brett Stevenson, said the rejection of all the members' resolutions showed the board did not want to deal with the major governance issues at the body.
"After all that has been exposed and reported on about the terrible leadership, at both board and management level, and resultant shenanigans at CPA Australia over the last decade, it appears we are just being taken for a ride. In more blunt terms we are just being treated with the same disdain and patronising professionalism that has gone before," he wrote in his governance blog last week.
"The consultation forums have resulted in the board not changing one thing in their resolutions.The interactions by the members who introduced the 10 resolutions, and the board's rejection of the lot of them says it all really."
No to pay cut
Accountant Brett Stevenson isn't satisfied with the CPA board resolutions.
Accountant Brett Stevenson isn't satisfied with the CPA board resolutions. Dean Lewins
The CPA-board supported changes 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.
The board is opposing a resolution by Mr Stevenson to cap director pay at $55,000 for directors, $80,000 for the deputy president and $130,000 for the president, and index the amounts to the consumer price index.
The current CPA board has already cut their pay packets in February in response to anger over the excess of the previous regime but Mr Stevenson's proposal would see their pay packets shrink even further.
CPA directors now earn $75,000 a year (down from $98,604 under the old regime), deputy Merran Kelsall earns $112,500 (down from $129,991) and president and chairman Mr Wilson earns $225,000 (down from $311,979).
The revelation that Mr Malley's salary was $1.79 million, and the details of the pay of the board, outraged members and were key factors that led to the revolt over the way the body was run.
Back to the future?
One of the key CPA board resolutions is the creation of an "appointments council" to appoint board members. It would replace the discredited 23-person "representative council", where the board appointed 11 members to a body that in turn selected the board members.
The proposed appointments council would have 13 members with the chairman, Mr Wilson, sitting in as a non-voting chairman. Each division and branch would select a member of the council, meaning that NSW and Victoria, where more than half of the 163,000-strong membership reside, would get only two representatives. Regions such as Singapore, with almost 8500 members, and Greater China, with 5800 members, would each have one representative on the appointments council.
Critics of this resolution fear it will be a back-to-the-future move that will disenfranchise the majority of members.
"[We could] have a situation where the Europe divisional council, with 1750 members, will have the same voting power as the NSW council with 45,000 members and as Victoria which has 40,000 members," Ms Dalitz said. "Those two divisions have over 50 per cent of the membership of CPA. They're only going to have two votes on this appointments council. The other divisions and branches, which have less than 50 per cent of the members, are going to have 11 votes."
CPA spokeswoman Karen Hellwig said the proposed appointment council rules come directly from the recommendations in the independent report and aimed to "remove power from the board and give it to the divisional and branch councils".
The 13 special resolutions will require at least 75 per cent of votes on the day while the two ordinary resolutions, including the one to remove Mr Wilson from the board, will require 50 per cent of the vote.
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 the Mr Wilson and the CPA board
1. SPECIAL RESOLUTION – Abolish the Representative Council. Establish the Appointments Council comprised of 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 2 non-Member Directors. A Director can serve as President for a maximum of 3 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 9 Directors comprising 8 Members and 1 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 6 and a minimum of 3 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 6 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.
|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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