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Board Communique’ 1/21 25 February 2021

The Board met in person at ANZAC House and via Microsoft Teams.  Due respects were made to the fallen.

The Board also conducted a strategy day on 24 February 2021, which included a development session on improving board effectiveness.  The Board is resolved to achieve the Strategic Plan’s vision and agreed to re-focus all board matters to explicitly focus on how they relate to the Strategic Plan and Risk Appetite Statement.

The Election of Board Chair and Deputy Chair

In accordance with the Constitution and Board Charter, the board declared positions vacant. Sophie Ray was re-elected unanimously to continue as Chair of the Board and John Hutcheson as Deputy Chair.

Casual Vacancy

The Board noted the resignation of Greg Read due to ill health. The Board formally recorded its appreciation of Mr Read’s role and contribution to RSL NSW through the Board, and more generally, including his exceptional leadership of the Cumberland sub-Branch.

The Board referred the filling of the Casual Vacancy to the Nominations Committee, with a process to include completion of a Board skills matrix and advertising of the casual vacancy position, including a full position description, in due course.

President’s Report

The President briefed the board on his observations and member feedback from his extensive travels around the State.  Areas of interest included:

  • Importance of District Council meetings and need to align all efforts with the Strategic Plan
  • The common understanding of the RSL’s (National) position on the IGADF inquiry (which can be found the RSL NSW website) and the matter of the tragedy of veterans’ suicide and the establishment of the Commissioner role
  • Presentation of Life Memberships and other Awards
  • Responding to questions about the sale of Hyde Park Inn
  • Positive responses about the intent to eliminate membership fees from 2022, if the Strategic Plan is successfully funded and implemented
  • Very positive feedback from members about the Strategic Plan, especially as it pertains to rebuilding the brand, the recruitment of younger members and the central role of sub-Branches
  • Lack of awareness of the appointment of an RSL NSW Liaison Officer at the Concord National Centre for Veterans Health, and the establishment of the new Nowra Veteran Wellbeing Centre, and the roles and services provided in the Centre. While so much information is promulgated in the ‘members’ area of the website, this source of information is not well known generally, including all the financial matters as they pertain to ANZAC House
  • Around 50% of sub-Branches are using the new Sub-Branch Portal which enables effective management of the membership and will become the priority means by which member information is conveyed. All sub-Branches will be required to use it
  • Positive feedback about the conduct of the Board election
  • The conduct of ANZAC Day commemorations in 2021
  • Lobbying (advocacy) to government about pharmacy services, free car parking for veterans at public hospitals, and participation in the Joint Transition Authority process.

CEO’s Report

Strategic Risks were assessed across several matters.

Strategic Plan – The Board is concerned that the implementation of the Strategic Plan is being held up because of financial constraints, particularly those priority initiatives to rebuild brand and relevance to younger cohorts of veterans and support to sub-Branches with respect to governance and administration. The funding mechanism is still being developed and sub-Branch executives and trustees have been invited to participate in the process to establish the investment pool, and the subsequent ‘disbursement’ or ‘contribution’ pool as outlined in the Strategic Plan.

Veteran Services – The Board noted the update from RSL LifeCare and the expansion and continued expansion of veteran services such as RSL DefenceCare, RSL Employment Program, Homes for Heroes, the Equine program and the first of potentially more ‘veteran centres’ per the RSL NSW Strategic Plan, at Nowra.

Sub-Branch Incorporation – The Board was updated on the pilot program.  The three sub-Branches participating are all in stages of incorporation under the model CLG Constitution, and the only major impediment yet to be resolved is the matter of Stamp Duty exemption.  This is being pursued through the NSW Government.  The outcome of the pilot program is an SOP for sub-Branches to use as a guide if they decide to incorporate. Subject to the stamp duty challenge being addressed, sub-Branches should be able to start incorporation in FY 2021/22.

Blacktown sub-Branch – The Board noted the updated report and the professional and cooperative approach by the sub-Branch to remedy governance issues, and the continuation of the important role of supporting all veterans and their families in the Blacktown area, aligned to the Strategic Plan.  The Board endorsed the intent in the Strategic Plan to encourage all sub-Branches to reach out to ANZAC House to assist and address any governance concerns.  The Board also noted the need to invest in training and education for office holders.

Operational Matters

The Board noted several updates on operational matters, including:

New Reveille – The project is in the final stages of procurement.  The next (March) edition will be the last one under current publishing arrangements.  Subsequent editions will incorporate some minor changes and importantly, digital content will be available for wider distribution as well as retaining the traditional print/mailed version.

Financial Position – The Board noted the CFO’s Report and the Business Performance Report, especially the impact of reduced revenue from the Hyde Park Inn because of the ongoing pandemic.  The impact was amplified by the snap lockdown over the Christmas New Year period.  The Board noted the intent to seek sub-Branch contributions to help close a large operating deficit this year because of the declining hotel revenue.  A brief to selected sub-Branches occurs on 3 March.

The Board noted progress towards the $1.5 million donation target for RSL DefenceCare, and how  sub-Branches can view all donations on the RSL NSW website.  The CEO noted that the ‘big’ final donation cheque, after 30 June 2021 could be presented at all donating sub-Branches with photo opportunities for local awareness.  He also updated on how RSL LifeCare reports on performance of RSL DefenceCare and other programs like the RSL Veterans Employment program so all sub-Branches can see where donations are being spent.

Delegations –  The Board approved a delegation to the CEO to enable the CEO to request provision of any sub-Branch document or information at any time, under Clause 9.30 of the Constitution.  The Board noted approvals given under the CEO’s delegations.

ANZAC House – The Board noted that the current Lease for the George Street premises ends in September 2021 and that ANZAC House Trust is currently looking at other available leasehold premises in the CBD which could result in a significant rental saving.

Board Matters for Decision

Terms of Reference for Reviews – The Board approved Terms of Reference for:

  • Review of the 2020 Board Election. The project will be oversighted by a Steering Committee with an independent Chair and comprising two independent RSL NSW directors and the Chair and Deputy Chair of the DPC.  The outcome is an updated election SOP, and improved election process.
  • Review of RSL NSW Constitution in the context of the outstanding motions from the 2020 Congress where all motions were deferred. This project will also be oversighted by a Steering Committee comprising an independent chair, two RSL NSW directors (the President and John Hutcheson) and two members of the DPC. The outcome is a consolidated motion(s) for consideration at the 2021 Congress.
  • Rationalisation of the Districts per the RSL NSW Strategic Plan.  An independent person will be appointed to chair a Steering Committee which will also include two RSL NSW directors and two members of the DPC, one representing regional NSW, one metropolitan. The outcome sought, per Strategic Plan, is 10 Districts from 2022.

Policy to manage conflicts of interest – The Board considered evidence of many incidences where members who hold sub-Branch or District executive roles while directors of associated clubs have not adequately managed perceived and real conflicts of interest.  The League’s charitable purpose has been compromised on many occasions, and the Board considered its accountability for all sub-Branches.

The Board issued a direction that RSL NSW members holding an executive position in a sub-Branch or on a District Council, or on a sub-Branch committee cannot concurrently hold a position on an RSL or services club limited board.

The Board acknowledged that there were many sub-Branches who have already voluntarily adopted this policy position for themselves but also that there would be sub-Branches on which the policy would have considerable impact. Accordingly, the Board directed the CEO to provide assistance to impacted sub-Branches to ensure effective succession and transition arrangements are in place where required.  The effective date is 1 July 2021.

Revocation of OAM – The Board approved a letter to the Governor General seeking the revocation of the OAM awarded to a former member of RSL NSW on the grounds that that member had brought the League into disrepute.

Director Training – The Board agreed to continue the requirement for directors to attend the AICD directors’ course, in accordance with the ACNC enforceable undertaking.  The Board also endorsed the Institute of Governance NFP course as an option, particularly for the wider League. The Board noted the important role ANZAC House has in supporting all sub-Branch executives in discharging their governance responsibilities and noted progress with the development of an assurance framework which will require consultation with sub-Branches.

The Board noted that the current directors had completed their mandatory induction training.

Awards – The Board approved:

  • Life Memberships – Five
  • Two 75-year membership certificates
  • 100-year sub-Branch Certificate for Merrylands RSL sub-Branch

RSL LifeCare – The Board received an update from the Member Representative about several matters including expanding RSL Lifecare’s membership.  This is outstanding from 2020.  The Board recognises the need to engage the wider RSL NSW membership on this important matter so this will be considered in greater detail this year, and potentially be presented at 2021 Congress.  The issue of branding is on the agenda with RSL LifeCare, to enable the most effective association with the quality veteran services provided by RSL LifeCare, aligned to the RSL NSW Strategic Plan and sub-Branch donations.

Property – The Board approved the property purchase proposed by Paddington-Woollahra sub-Branch, noting their intention to invest in the ‘pooled fund’ instead if it is successfully established.  The Board also noted progress of the sale of Concord property and four other regional properties.

New Board Committees – The Board agreed the new Committee structure: Audit and Risk; Nomination, Remuneration and Performance; Veteran Services and Policy; Selections (Awards); Governance Review; and Congress Agenda.  The Board deferred a decision on the Fundraising Committee until May.  Directors were assigned to Committees and they will stand up in accordance with their respective Charters, forthwith. Updated committee membership will be published on the RSL NSW website shortly.  The Board acknowledged and thanked volunteer independent members of the previous committees.

Key Board Correspondence

Several items of correspondence were discussed.

Discipline

The Board noted the status of matters before the Tribunal.

The Board noted the Review Panel’s decision to refer a matter back to the Tribunal, and the delay in a matter before the Tribunal.

The Board agreed that the membership should be reminded about the consequences of wearing medals or other awards that an individual is not entitled to wear.

The Board decided not to give effect to a disciplinary recommendation from the Tribunal.

One additional Tribunal member was approved to be added, to assist the current pool of volunteers.  The State Secretary advised further volunteers will be required.

Reports

As this is the first general meeting post-election, the Board committees had not met, so no reports were considered.

Future Meetings and Congress 2021

The next meeting is scheduled for 25 March 2021.

The Board noted that the AGM/Congress for 2021 will be conducted in Newcastle 25-26 October 2021.

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