Corporate Governance

Governance Standards

RSL NSW is committed to strong and ethical governance in accordance with the ACNC’s Governance Standards. Further, and where applicable, RSL NSW follows the Australian Institute of Company Directors’ (AICD) Not-for-Profit Governance Principles and the Governance Institute of Australia’s (GIA) Good Governance Guides.

The RSL NSW Board

The strategy, performance, corporate governance and risk appetite of RSL NSW are the responsibility, and are managed under the direction of, the Board of Directors of RSL NSW.

The Board comprises a maximum of ten non-executive Directors as follows:

  1. up to a maximum of nine Directors (to be determined depending upon how many Independent Directors are appointed) to be elected by Service Members (Elected Directors); and
  2. at least one, and if the Board in its discretion determines, up to a maximum of two, Independent Directors to be appointed by the Board (Independent Directors).

Governance and Accountability Review

The current Board of RSL NSW has undertaken a detailed review as regards the duties, obligations, and role of the RSL NSW Board and its members. This review included advice  provided by Clayton Utz lawyers.

The advice confirmed the risk to the RSL NSW Board of being held accountable for actions of sub-Branches – including breaches of the RSL NSW Constitution. It highlighted the Board’s obligations to monitor and investigate sub-Branches and also to take steps remedy sub-Branch breaches of their legal obligations.

A summary of the RSL NSW Board Governance Advice can be found here.

The advice will be used by RSL NSW to continue to improve governance a Anzac House and across the League.  It will provide the foundations of RSL NSW’s assurance and compliance program. This program is currently under development and will assist all sub-Branches to meet their obligations as registered charities holding charters under the RSL NSW Constitution.

RSL NSW Act

The RSL NSW Act 2018 is an act of the Parliament of New South Wales under which RSL NSW is constituted as a statutory corporation. The Act is the foundational governing legislation of RSL NSW that sets out the legal framework to which the RSL NSW Constitution gives operational effect.

Read the RSL NSW Act.

RSL NSW also operates in an environment governed by the following legislation:

  • ACNC Act 2013 (Commonwealth)
  • Charitable Fundraising Act 1991 (NSW)
  • Taxation Administration Act 1953 (Commonwealth)

RSL NSW Constitution

RSL NSW’s governing document is the RSL NSW constitution, which is supported by a suite of standard operating procedures (SOPs).

The current constitution of RSL NSW was approved by delegates at the AGM on 29 October 2019. It came into effect on 1 December 2019. The constitution operates in conjunction with the RSL NSW Act. The constitution sets out the governance framework within which the RSL NSW operates. Further specific details about the operations are set out in Standard Operating Procedures, which replaced the By-Laws and Regulations repealed when the Constitution came into effect on 1 December 2019.

Read the RSL NSW constitution.

Standard Operating Procedures

Everyday procedures encountered in the running of the District Presidents’ Council, District Councils and sub-Branches are covered by a suite of Standard Operating Procedures (SOPs).

These form a practical guide to the activities of a sub-Branch, District Council or the District Presidents’ Council — prescriptive where necessary but flexible where possible to reflect the many and varied ways that sub-Branches and District Councils operates within different communities.

Read the SOPs here.

 

 

Meet The Board
Ray James JP - Acting President

A Vietnam veteran, Ray James served over 20 years in the Royal Australian Navy, with another 26 years in the Royal Australian Navy Reserve.

He also served with the Transport Investigation Branch and NSW Police Force. Ray has held senior positions at sub-Branch and District Council levels and is currently a member of Ingleburn RSL sub-Branch. He is also chair of RSL Custodian Pty Ltd and Vice President of the NSW Branch of the Vietnam Veterans Association of Australia (VVAA).

 

Relevant Qualifications

GAICD

 

Term of Office

  • Date first elected/appointed: May 2014
  • Date last re-elected: May 2017
  • Date elected as Acting President: May 2019
  • Date current term ends: October 2020

 

Committees

  • Audit & Risk Committee (ex-officio)
  • Governance Review Committee (ex-officio)
  • Selections Committee (ex-officio; has advised he will not attend while Acting President)
  • Veteran Services & Policy Committee (ex-officio)
  • Congress Agenda Committee (Chair)

 

Associated Entities

  • RSL Custodian Pty Ltd (Chair)
  • ANZAC House Trust
  • Anzac Memorial Trust
  • Australian Forces Overseas Fund
  • RSL National (Director)
Sophie Ray - Chair of the Board

Sophie Ray was elected as Chair of the Board on 26 February 2020. In accordance with the Board Charter, she holds that position until the first scheduled Board meeting after the 2020 AGM.

She is a business owner, former lawyer and non-executive director. She spent 14 years as a corporate lawyer at PwC in Sydney and London, where she also sat on the board of the PwC Foundation.

Sophie is currently a non-executive director of Big Fat Smile Group, Settlement Services International, and the Shoalhaven Women’s Resource Group; and an executive director of her family’s tourism business on the south coast of New South Wales.

Sophie was appointed as an Independent Director in June 2019. Her term expires on 31 December 2021, unless she is reappointed by the Board prior to that date.

 

Relevant Qualifications

GAICD, BA (Hons), LLB (Hons), GDLS

 

Term of Office

  • Date first elected/appointed: June 2019
  • Date last re-elected: N/A
  • Date current term ends: 31 December 2021

 

Committees

  • Governance Review Committee (chair)
  • Nominations & Performance Committee
  • Congress Agenda Committee
David Bell

A veteran of the Australian Army, David Bell is the Managing Director of C|T Group Australasia. He was previously the CEO of the Actuaries Institute and the Australian Bankers’ Association.

David has also managed corporate affairs with Westpac, IAG and Telstra, held a senior role at Ogilvy, was Chief of Staff to the NSW Agriculture Minister, Ian Armstrong, and worked with Anderson Consulting (now Accenture). He also previously served as a member of the Medical Council of New South Wales.

David was appointed as an Independent Director in June 2019. His term expires on 31 December 2021, unless he is reappointed by the Board prior to that date.

 

Relevant Qualifications

GAICD, MBA, BEc, BA

 

Term of Office

  • Date first elected/appointed: June 2019
  • Date last re-elected: June 2019
  • Date current term ends: 31 December 2021

 

Committees

  • Audit & Risk Committee
  • Governance Review Committee
  • Nominations & Performance Committee (chair)
Phillip Bridie AM

Brigadier Phillip Bridie AM graduated from the Royal Military College, Duntroon in 1981. He possesses well-developed leadership and commercial management skills through extensive civil and armed forces experience.

He deployed to Afghanistan in 2014 and his brigade force generated Timor Leste Task Group 3. Phillip is a service member of Castle Hill and District RSL sub-Branch.

 

Relevant Qualifications

GAICD, BSc (Mil)

 

Term of Office

  • Date first elected/appointed: April 2019
  • Date last re-elected: N/A
  • Date current term ends: October 2020

 

Committees

  • Audit & Risk Committee
  • Veteran Services & Policy Committee
  • Congress Agenda Committee
Philip Chin

Philip Chin is the Risk and Quality Manager, Export Market Development Grants for Austrade. He has 15 years of experience in the public sector, including working in various roles focusing on compliance regulation, policy implementation, risk management, process improvement and performance.

Philip joined the Australian Army Reserve in 2007 and is currently the Sydney Detachment Commander in the Army Compliance and Assurance Unit with the rank of Major. He is a member of CPA Australia.

 

Relevant Qualifications

GAICD, MRM, BComm, CPA

 

Term of Office

  • Date first elected/appointed: September 2017
  • Date last re-elected: September 2017
  • Date current term ends: October 2020

 

Committees

  • Audit & Risk Committee (chair)
  • Congress Agenda Committee

 

Associated Entities

  • ANZAC House Trust
  • Australian Forces Overseas Fund (President)
  • RSL National (Alternate Director)
John Hutcheson AM ADC

Deputy Chair of the Board

John Hutcheson is the CEO of Legacy Club Services Sydney, a not-for-profit providing governance, advocacy and beneficiary support to five Legacy Clubs in New South Wales looking after the families of veterans who have died or are living with severe physical incapacities and/or mental health issues.

Prior to this, John served for 32 years in the Australian Army, including as command of an infantry battalion and on two operational joint task forces. John is a service member of North Bondi RSL sub-Branch.

 

Relevant Qualifications

GAICD, MA (IR), BA (English)

 

Term of Office

  • Date first elected/appointed: April 2019
  • Date last re-elected: N/A
  • Date current term ends: October 2020

 

Committees

  • Audit & Risk Committee (alternate)
  • Nominations & Performance Committee

 

Associated Entities

RSL LifeCare (corporate representative)

Sandra Lambkin

Sandra Lambkin served in the Women’s Royal Australian Naval Service from 1968–1971. A Life Member of the RSL, Sandra has held executive positions at sub-Branch, District Council and state level, and is a service member of Tamworth RSL sub-Branch. Sandra is also on the Board of Tamworth Community College.

 

Relevant Qualifications

GAICD, BA

 

Term of Office

  • Date first elected/appointed: May 2017
  • Date last re-elected: May 2017
  • Date current term ends: October 2020

 

Committees

  • Nominations & Performance Committee
  • Selections Committee (Chair)
  • Veteran Services & Policy Committee

 

Associated Entities

Australian Forces Overseas Fund (Deputy President)

Bryan Slattery

Bryan Slattery is a Vietnam veteran and has been a member of the RSL on and off since 1975. He is currently a member of Bowral RSL sub-Branch.

Bryan has worked mainly in small to medium businesses as a senior manager or owner/director.

Prior to retirement in 2014, he was a senior manager with Defence Housing Australia in Canberra, Melbourne and Sydney.

 

Relevant Qualifications

GAICD

 

Term of Office

  • Date first elected/appointed: May 2017
  • Date last re-elected: May 2017
  • Date current term ends: October 2020

 

Associated Entities

  • ANZAC House Trust
  • Australian Forces Overseas Fund (Chair)
Jonathan Tuckfield

Jonathan Tuckfield is the Service and Sales Manager at NSW Farmers Association. He has had an extensive career in large corporations and small businesses, holding positions including managing director, national manager, account director and operations manager.

Jonathan has served in the Australian Army Reserve for 17 years and is currently a service member of Young RSL sub-Branch.

 

Relevant Qualifications

GAICD, DMgt, CertIVFlMn

 

Term of Office

  • Date first elected/appointed: June 2019
  • Date last re-elected: N/A
  • Date current term ends: October 2020

 

Committees

  • Congress Agenda Committee
  • Governance Review Committee
  • Veteran Services & Policy Committee (Chair)

Board Charter

The Board Charter sets out the role, structure and responsibilities of the Board. It also describes how the Board operates. Read the Board Charter.

The Board delegates certain responsibilities to committees, each governed by its own charter. You can find out more about the following committees below.

  • Audit & Risk Committee
  • Congress Agenda Committee
  • Governance Review Committee
  • Nominations & Performance Committee
  • Selections Committee
  • Veteran Services & Policy Committee

To contact any of the committees, please email or telephone the Support Unit at support@rslnsw.org.au or 1300 679 775 and mark for attention of the relevant committee.

Committees
Audit & Risk Committee (ARC)

The ARC assists the Board with:

  • internal auditing, external reporting, and audits of RSL NSW financial statements;
  • risk management, insurance, and WHS obligations;
  • investment management and performance; and
  • the conduct of any legal proceedings.

Read the Audit and Risk Committee charter.

 

Members

  • Mr P Bridie (Chair)
  • Mr D Bell
  • Mr P Chin
  • Mr R James (ex-officio)
  • Mr V Guevara (independent member)
  • Mr M Moore (independent member)
  • Mr J Hutcheson (alternate to Mr P Bridie)

 

Congress Agenda Committee (CAC)

The CAC assists the Board in considering agenda items, including motions from the Board, the District Presidents’ Council, District Councils and sub-Branches, for consideration at each year’s AGM.

Read the Congress Agenda Committee charter.

 

Members

  • Mr R James (Chair)
  • Mr P Bridie
  • Mr P Chin
  • Ms S Ray
  • Mr J Tuckfield
  • Mr J O’Brien (State Secretary, RSL NSW)
  • Ms L Meyer (General Counsel, RSL NSW)
Governance Review Committee (GRC)

The GRC assists the Board in reviewing the governance processes of RSL NSW in order to benchmark the organisation against current best practice and to make recommendations to the Board about potential areas for improvement.

Read the Governance Review Committee charter.

 

Members

  • Ms S Ray (Chair)
  • Mr D Bell
  • Mr R James (ex-officio)
  • Mr J Tuckfield
Nominations & Performance Committee (NPC)

The NPC assists the Board in:

  • assessing nominees for appointment as Independent Directors or to fill casual vacancies;
  • managing board development and training;
  • overseeing succession planning for the role of the CEO and senior executives; and
  • determining the remuneration and Key Performance Indicators (KPIs) of both the CEO and direct reports to the CEO.

Read the Nominations, Remuneration and Performance Committee Charter.

 

Members

  • Mr D Bell (Chair)
  • Mr J Hutcheson
  • Ms S Lambkin
  • Ms S Ray
Selections Committee

The Selections Committee assists the Board in considering nominations for the following awards:

  • Meritorious Service Medal for Life Members;
  • Life membership for Service and Auxiliary Members;
  • Certificate of Merit and Gold Badge for non-Service Members; and
  • ANZAC of the Year.

Read the Selections Committee charter.

 

Members

  • Ms S Lambkin (chair)
  • Mr R James (ex-officio) (Does not participate in the committee while he is Acting President)
  • Mr A Barnes (independent member)
  • Mr D Edmond (independent member)
Veteran Services & Policy Committee (VSPC)

The Veteran Services & Policy Committee assists the Board in monitoring and making recommendations about services for veterans and their families and to develop and review public policy positions and proposals.

The committee also reviews and monitors resolutions arising from Congress, to ensure they are actioned.

Read the Veteran Services and Policy Committee charter.

 

Members

  • Mr J Tuckfield (chair)
  • Mr P Bridie
  • Mr R James (ex-officio)
  • Ms S Lambkin
  • Ms D Gaudry (independent member)
  • Mr B Pollard (independent member)