RSL NSW establishes office to support veterans throughout Royal Commission into Veteran Suicide. Get support.
RSL NSW membership now fee free and available online. Read more

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 ACNC has issued a letter to members of RSL NSW in response to the organisation’s annual reporting under the Enforceable Undertaking Obligations. The letter draws attention to RSL NSW sub-Branch obligations as a charity. The letter can be read here.

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.

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.

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.

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.

 

 

Meet The Board
Ray James JP OAM-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

OAM GAICD

Term of Office

  • Date first elected/appointed: May 2014
  • Date last re-elected: May 2017
  • Date elected as Acting President: May 2019
  • Date elected as President 7 December 2020

Committees
See Committees section below

Associated Entities

  • RSL National (Director)
  • RSL Custodian Pty Ltd (Chair)
  • ANZAC House Trust
  • Anzac Memorial Trust
  • Australian Forces and Overseas Fund
  • RSL LifeCare (JWG)
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
See Committees section below

Associated Entities

  • RSL LifeCare (JWG)
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 re-elected: 7 December 2020

Committees
See Committees section below

Phillip Chin

Phillip 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.

Phillip 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 re-elected: 7 December 2020

Committees
See Committees section below

Associated Entities

  • ANZAC House Trust
  • Australian Forces and Overseas Fund (President)
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 re-elected: 7 December 2020

Committees
See Committees section below

Associated Entities

  • RSL LifeCare (JWG)
  • RSL Custodian Pty Limited
Steve Graham

Steve Graham graduated from the Royal Military College at Duntroon in 1979. He served in the Australian Army for 26 years and an additional 14 years in the Army Reserve.

Steve’s operational career included deployments to Bougainville, Solomon Islands, PNG, and East Timor. He has also worked in expatriate aviation management positions in Vietnam, Singapore, and Scotland.

Steve is the Managing Director of an aviation business that provides operations management, procurement, infrastructure and compliance consultancy services to government and government agencies throughout Australia.

His professional experience includes emergency services management, risk management, change management, safety management systems and regulatory compliance.

Steve is a service member of the Coogee Clovelly Randwick sub-Branch.

Relevant Qualifications

GAICD

BA (Mil)

Lead Auditor

Gateway Review qualified

Committees
See Committees section below

Term of Office

Date elected 7 December 2020

 

David McCann

As an Ex-RAAF Loadmaster, David McCann was recognised with the OAM (Mil) in 1990 after flying Iroquois and Squirrel helicopters and eventually took on instructional and development roles after returning from deployment with the Multi-National Force & Observers in the Sinai.

As a member of No. 5 Squadron, David was active in the development and implementation of the first Rotary Wing NVG and CT Tactics in the RAAF. He was commissioned in 1989 and left the Royal Australian Air Force in 1994. He joined the NSW Police Force and was seconded to the Australian Federal Police for a tour of East Timor in 2003, when he was recognised with a Commendation for Brave Conduct and AFP Bravery Medal.

David has also been awarded the Royal Life Saving Society Australia Bravery Cross and the National Police Service Medal.

David was elected as a Councillor of the Coolamon Shire Council in 2008 and represents the Council as the Deputy Chairman of Goldenfileds Water County Council. He is a member of the Council’s Audit and Risk Committee, Local Emergency Management, and the General Manager Review Committee.

David is an operational member of the Rural Fire Service, Secretary of the Coolamon Lions Club, and the Local History Group and was awarded an OAM in 2019 for services to veterans and the wider community of Coolamon.

David has been a member of RSL NSW since 1987 and a member of the Coolamon sub-Branch for 20 years.

Relevant Qualifications

GAICD

Associate Diploma in Public Sector Management

Term of Office

Date elected 7 December 2020

Committees
See Committees section below

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
See Committees section below

Louise Sullivan

Louise is a member of RSL NSW and graduate of The Royal Military College, Duntroon (GSO Reserve – 2006) and served for 13 years in both the Royal Australian Corps of Military Police and Australian Army Legal Corps obtaining the rank of Captain.

Louise has over 20 years of experience as a business adviser, leader, Board Chair and Director with broad management skills leading diverse teams in professional (legal), heavy industry, sporting and military environments. A qualified lawyer, risk and governance professional, Louise currently works as an Executive Director (Chief Operating Officer) of a leading independent construction materials business.

From 2015 Louise has been a Director and since 2018 the President (and Chairperson) of Netball NSW, one of Australia’s largest state sporting bodies supporting the highest participation team sport for women and girls in both NSW and across the country. Through that voluntary position Louise also serves as Chair of the NSW Swifts and GIANTS Netball Clubs playing in the largest professional women’s sports league in Australia.

Relevant qualifications

GradDipARMCG, GDipMilLaw, GradDipACG, LL.M (Applied Law) majoring in In-house Practice, LL.M (Legal Practice), LL.B (Hons)
FAICD, FGIA FCG (CS, CGP)

Louise is a Fellow of the Governance Institute of Australia, the Chartered Governance Institute and the Australian Institute of Company Directors, and holds an unrestricted practicing certificate with the Law Society of New South Wales.

Term of office

Date elected/appointed: August 2021
Date current term ends: 2023 AGM

Committees
See Committees section below

Jason Hazell

Jason is a member of RSL NSW at the Mosman sub-Branch. He served with the Australian Ready Reserve from 1995 to 1998 as an infantry soldier, with postings to the 6th Battalion Royal Australian Regiment and 2/17 Royal New South Wales Regiment.

Jason has over two decades of experience in the superannuation and investment management industry.  He is currently General Manager of Investments at State Super and was previously the Chief Investment Officer of the Crescent Wealth Super fund.  Prior to this he held senior investment and leadership roles within the MLC Asset Management business over a tenure of 18 years.

Relevant qualifications

Jason holds a Master of Finance from the University of New South Wales, a Bachelor of Science from the University of Sydney, a Diploma of Financial Services from the Financial Planning Association and is a Graduate of the Australian Institute of Company Directors (GAICD).

Term of office

Date elected/appointed: August 2021
Date current term ends: 2023 AGM

Committees
See Committees section below

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

  • Phillip Bridie (Chair)
  • Ray James
  • Phillip Chin
  • Steve Graham
  • Anna-Leena Risku (Independent Member)
  • Robert Oldfield (Independent Member)

 

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

  • Ray James (Chair)
  • John Hutcheson
  • Sophie Ray
  • Louise Sullivan
Nominations Remuneration & 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

  • David Bell (Chair)
  • John Hutcheson
  • Steve Graham
  • Sophie Ray
  • Phillip Chin
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

  • Ray James (Chair)
  • Alan Barnes (District Council President)
  • David Edmond (District Council President)
  • Sandra Lambkin (Independent Member)
  • David McCann
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

  • David McCann (Chair)
  • Ray James
  • John Hutcheson
  • Louise Sullivan
  • Bronte Pollard (External Member)
  • Nikki Young (External Member)
  • Jonathan Tuckfield (External Member)