Melbourne 21 May 2018

A great meeting featuring discussions lead by Craig Laughton (CPA Australia Legal Counsel) and Piotr Jakubicki Vic Division Council Vice President.

But firstly Mike’s newsletter: GASNewletterMarchDG2craig.pdf

Also the first part of the meeting was a focus group. The notes are here: CPA_Strategy Governance_Melb Focus Group_notes (1).docx Unfortunately they ran out of time to complete the focus group questions. We are sure packing a lot in to these meetings!

Summary of the discussions and my own 2 cents by Glen Hasselman:

Craig Laughton’s Discussion

Discussion of the resolutions being put up for the AGM. The board is currently taking on feedback and this may change the resolutions they propose, some members have put up resolutions. There are 4 key issues to be covered at the upcoming AGM:

  1. Director pay. IRP/Board are recommending a pool and Brett Stevenson has put up a resolution for $50,000 each Director with the President and Deputy getting additional multiples. Either way both proposals are to reduce Directors fees.
  2. Director terms. IRP/Board is current at 3 x 3, Brett Stevenson has put up 6 years maximum and 2 years for the President.
  3. Elections/Director appointment process. There are 3 distinct proposals, IRP/Board has an Appointments Council process, Brett Stevenson has proposed a hybrid model where the NRC recommends candidates and then it goes to members for a vote and Glen Hasselman (myself) has put in a resolution (described as RACV model) which has 100 signatures to nominate and then an open vote.
  4. The 200 member EGM. Jen Dalitz has put up a proposal that 200 members can call an EGM. This would allow issues to be resolved more in house rather than having to keep sustained pressure on the board. The board has not currently stated it’s view on this resolution or an alternative.

My comment: I think we could also add to point 4 there are 2 resolutions to have facilitated email communications to all members. This would allow members to communicate with each other and therefore have some complementary/similar benefits to the 200 member EGM.

Some discussion on the mechanics of the voting and potential problems. Suggested that it would be sensible to vote on some of these at a head level then a second level e.g. if we decide that we should set a number of members to call an EGM and then as a second round decide what that number should be. Craig suggested that there could be a cascading resolution.

Some discussion about poor attendance at EGMs. Normally if there was no business it would get about 40 people turn up. The up coming AGM will be live streamed but there will be no ability to participate online. Craig suggested that considering the issues and that not many organisations do it, perhaps this AGM is not the one to implement something like that. Someone suggested that people could get 2 hours CPD if they vote. My comment: I think that’s a good idea.

Audience member comment: Why are members not engaging. I wrote to the board and it took two months to get a reply and the reply just said go and look at the last consultants report.

Audience question: Why does it cost $300K for an EGM? Craig: One of the main costs is postage.

Some questions about the proxy voting mechanics and there was a question about if it could be like a postal vote as in people will just tick the options they want and then that’s the vote. My comment: We will have to get some clarity on this and at the next meeting issue more instructions.

Piotr Jakubicki Vic Division Council Vice President

Agreed to speak at short notice. Some discussion about the Representative Council process for appointing the new Directors. Piotr stated that it was an independent process as the Representative Councillors were angry about what happened and were not prepared to simply accept the nominations of the board.

Audience question: But the previous problems occurred with the current structure. What’s to stop it happening again?

Piotr stated that it would not happen again. Questioned what’s to say that Alex Malley would not run for election and get in. Suggested that a Rep Council type model would be the best option to stop that as they would not allow it to happen.

My comment: Given that I did put up the direct voting resolution I can tell you quite clearly what would stop Alex or anyone else who has been a Director prior to 31 Dec 2017 is a clause in the resolution which states that anyone who has been a Director prior to 31 Dec 2017 is ineligible to stand for election. So that specific scenario is taken care of. More generally going forward the Directors will have to give members what they want or get voted out.

Some discussion about member engagement being low. A recent survey with everything that’s going on had only about 5,000 responses. The board is making an effort to engage with the members with 30 member feedback sessions and 40 focus groups. However only about 100 attend each feedback session.

The Representative Council was previously told they had just an advisory role.

Audience comment: The board is not accountable to the members but rather to this intermediate group.

Piotr stated that ultimately the board is elected by the members. My comment: That answer badly fails pub test.

Some discussion about facilitating a member email. Piotr can’t speak for CPA Australia, of course, and does not have access to send such an email. Even divisions could not send their stuff out.

Recently an email from Clare (Vic Division President) was only opened by 43%. My comment: I think that’s ok. That’s about 20,000 people so worth doing you’d think.

My comments on member engagement:

I think that the organisation and the Division councils have member engagement a bit wrong. How is it that we can without access to the email list get 4,000 members to support us but CPA Australia can only get 5,000 people to complete a survey. One audience member alluded to it in relation to sending a letter to the board and the response to that letter.

It seems like the CPA Australia idea of member engagement is that members need to all tell them what a wonderful job they are doing. If members complain and are lucky enough to get a response it will be to refer to a consultant’s report telling the member why they are wrong. Members have been asked to respond to a lot of things. For most normal people there is only so much effort you will put into a conversation when the other party is ignoring you.

Member engagement is two way, you have to listen.

Now consider that even though Jen Dalitz, Andrew North and myself organised a group of 4,000 active members. Jen had to badger the new board to get a meeting and that took over 2 months. It was an aggressive confrontational meeting. All the Directors refused to attend this discussion group. They were invited to the October 2017, November 2017 and February 2018 meetings and I think I just stopped inviting them. Yep that’s how engagement goes.

There is a Director that is in charge of member engagement. Has that Director called me? No.

So whilst the Directors want to whine about a lack of member engagement they also have refused to participate in this movement. It’s good to see the Division Councils attend these discussion groups in Sydney and Melbourne but I think there could be more done to tap into the engagement that we have built up. Although it only works through listening.

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