Board Communiqué – 1 June 2020
On Wednesday, 27 May, the Board met by video conference because of the restrictions associated with the ongoing COVID-19 pandemic. The meeting also incorporated joint meetings with the District Presidents’ Council and the Tribunal. Due respects were made to the fallen.
The President’s Update
The President conveyed feedback from members and sub-Branches from across the League regarding ANZAC Day, and particularly thanked the membership for the initiative shown by so many to ensure appropriate recognition of those who have served, those who died and those who are still serving. He further commented on the positive feedback on the RSL’s leadership and presence by the Patron (Governor) and the Government. He conveyed that RSL National agreed at its meeting for the RSL nationally to continue to exert its role in leading commemoration by continuing the ‘light up the dawn’ initiative or driveway commemoration as a way of engaging our communities. The National Board agreed that the movement by other ex-service organisations into commemoration is a concern and the RSL must work together to ensure it maintains its preeminent position.
The President recommended and the Board resolved that it would write to the Minister for Defence and Prime Minister with respect to the award of the Victoria Cross to ‘Teddy’ Sheean. The Board noted that our membership is concerned about the process in not having the DHAAT decision upheld and that our membership supports the DHAAT position.
The most recent meeting with the NSW Minister for Veterans included updates on support to veterans and their families by sub-Branch members and RSL DefenceCare and enabled the President to convey the impacts the pandemic was having on membership and our mission, and important preparations being made for VP Day and Vietnam Veterans Day. The Minister did say the government would re-open the Hyde Park Memorial on 9 June. The Minister also agreed to RSL NSW’s request that the NSW Government provide funding for the upcoming election.
With the President, the CEO updated the Board on the recommencement of member consultation, including visits to sub-Branches, where meeting restrictions allow. The first virtual meeting occurred successfully with Maroubra sub-Branch, and the feedback received was very constructive.
Key next steps as well as the ongoing consultation includes the detailed consideration of the proposed ‘pooled’ funding model by the DPC’s working group (more information on this below). The proposed model is only conceptual in the strategic plan’s consultation draft, and requires more detailed examination in order to further engage sub-Branches and members on how it would operate, to ensure the strategic plan can be implemented, and strategic investments can be made in support of our charitable purpose. The plan is to incorporate the report on the funding model with the presentation to the Board on the final strategic plan in October.
Budget and Business Performance
The Board received the CFO’s report and noted the close out of the Financial Sustainability Plan which had been largely completed and then superseded by the COVID-19 Response Plan.
The former plan enabled State Branch to move rapidly to a balanced budget through significant cost cutting. The Board examined the impact of these cuts by closely looking at a risk assessment of compliance and governance of RSL NSW after 1 July when the significantly reduced structure is in place (see website for details). The assessment was against the ACNC’s Enforceable Undertaking and other regulatory compliance including the Act and Corporations law, as it applies.
The Board noted that significant risks will have to be managed by a much smaller team, and support to sub-Branches will be impacted. Changes resulting from this will be communicated to members via newsletter. Fortunately, concurrently with this activity was the decision regarding a strong future for RSL DefenceCare post July this year when the RSL WBI Trust which initiated and co-funds the DefenceCare program winds up. In line with their new strategic plan, the RSL LifeCare Board agreed in principle on 12 May to acquire the RSL DefenceCare program from July so it can further develop its goals for supporting veterans and their families – both current and ex-serving (see further items related to RSL LifeCare below).
The COVID-19 Response Plan considers the loss of revenue from Hyde Park Inn next financial year. The government’s forward booking contract for emergency accommodation at the Inn ceases at the end of May, and the forecast business recovery is very gloomy. Accordingly, the Board agreed to considering a revised budget in September, monitoring business until that time by an agreed forecast.
The Board also reviewed a draft of non-financial performance measures related to organisational sustainability and RSL NSW’s purposes that management have started to develop. The Board will continue to work with management on refining these measures and reporting mechanisms in months to come, in conjunction with the implementation of the strategic plan once approved.
The Board noted the update regarding the April board decision. However, given the government’s advice that COVID-19 restrictions are still likely to apply in December and further noting the at-risk nature of the RSL’s senior membership, three options are being concurrently developed for 6-8 December in Newcastle:
- A limited congress 7-8 December involving delegates only with commemoration, presentations, and awards on one day and AGM the second
- Full Congress – delegates, alternative delegates, and observers
- Virtual AGM – AGM only via electronic means such as Teams or Zoom
The Board noted that some members have already booked accommodation and made other arrangements for attendance at Congress, and asked management to keep members updated on likely formats for Congress to minimise inconvenience to members.
The Board received an update from Mr. Barry Dunphy (Clayton Utz) on the advice sought about the extent of directors’ duties as they pertain to all RSL related entities. He remarked about the complexity of the governance arrangements but was confident an advice would be completed for discussion by the next meeting. The Board noted this work will be important for all members considering seeking a board position later this year.
The Board resolved, after discussing the matter with the DPC, to approve changes to the RSL LifeCare Constitution’s ‘purpose statement’, within its objects, to enhance its ability to support veterans who are currently serving or have served. This action will allow RSL LifeCare to be able to provide a wider range of services to the veteran community.
The Board also approved changes to the definition of a veteran in the RSL LifeCare Constitution to ensure it is in line with the recent Commonwealth definition and includes those veterans that qualify as a service member of RSL NSW but are not included in the Commonwealth definition.
Further, the Board approved responses to RSL LifeCare’s conditions of the transfer of the RSL DefenceCare program, including the establishment of local relationships with sub-Branches located near to RSL LifeCare homes and facilities, and a commitment to ongoing fundraising for the RSL DefenceCare program to provide services to veterans as detailed in the RSL NSW Strategic Plan.
The last item involving RSL LifeCare pertained to the agreement to develop a discussion paper to examine issues relating to extending the membership of the company. Since 2018 RSL NSW has been the sole member of RSL LifeCare and there is merit in examining if there is a benefit to both organisations in expanding that membership to include other like-mined organisations. The Board recognised that this is a matter that, if progressed, may need to be considered by the wider RSL NSW membership.
The Board considered a series of reports and recommendations from several investigations. The Board resolved to progress further investigations, and refer matters to the Tribunal, the ACNC and the NSW Police.
The Tribunal Matters update report was noted. Hearing dates for current matters before the Tribunal have been set and will commence within the next few months. The President reported that the RSL National Board had resolved to revoke the recently convicted former President Mr. Don Rowe’s RSL Life Membership award.
Model Constitutions For sub-Branches Seeking to Incorporate
The Board resolved to request that the DPC consult with members and sub-Branches on the two draft constitutions, one for a company limited by guarantee and the other for an incorporated association. The Board noted the complexity of this matter because of the uniqueness of the League and the requirements related to the ‘primary’ RSL NSW Constitution. However, it noted the need to consult and receive feedback. Accordingly, they have asked the DPC to report back in July so the matter could be considered by the Board in August.
Rent Waivers and Deferrals
To expedite processing, the Board agreed to partially delegate to the CEO decision-making authority regarding requests from landlord sub-Branches to waive rent because of the COVID-19 impact on clubs and other tenants. The Board noted the complexity of the issue including the number of conflicted parties (i.e. sub-Branch members also holding office on associated club boards) and the different business or financial positions of each requesting tenant. Two requests for 100% waiver of rent were noted, but it was agreed that there was no business case presented to enable the CEO or Board to decide to forgo charitable funds. The CEO was directed to work with all sub-Branches and impacted tenants in accordance with the government’s regulations and codes.
Joint DPC Meeting
The first of two bi-annual joint Board and DPC meetings took place.
The DPC Chairman, elected in the morning, presented several matters for board information and consideration, including:
- How the DPC would operate and interact with the Board.
- The DPC has agreed a set of objectives for 2020, which will be provided to the Board through District Councils to members.
- The DPC noted and appreciated that it had received during its meeting that morning, a briefing on the financial state and proposed post 1 July staffing structure of RSL NSW (State Branch) from the CFO.
- The draft SOP on board elections, reporting on progress of seeking feedback from members through sub-Branches during the COVID-19 restrictions.
- The DPC’s working group on the proposed RSL NSW funding model (described above) was approved, and the Terms of Reference incorporating the scope to look at sub-Branch property as well, which was recommended by the DPC.
- The DPC noted that the proposed strategic plan will require a review process built in and advised that the DPC will also provide feedback to the CEO on the draft plan by September.
- The DPC discussed the CEO’s request through the DPC that donating sub-Branches’ unspent bushfire and disaster relief donations be re-directed to RSL DefenceCare. The matter was given due consideration but the DPC was not prepared to make a recommendation on this matter without further information on the legal aspects in such a consideration, together with clarification of the DPC’s role in this process.
The Chair thanked the DPC, on behalf of the Board, for their commitment and hard work to further the purpose and objects of the League, noting their voluntary status. The Board briefed the DPC on key matters pertaining to RSL LifeCare and the transition of RSL DefenceCare. This assisted in improved mutual understanding of the issues, and the alignment with the League’s strategic direction.
The Board subsequently endorsed the Terms of Reference and membership of the proposed funding model working group. The group’s task is to provide a report to the Board on the proposed funding model for RSL NSW, particularly to support the strategic plan, and fund the core purpose and mission of the League across NSW.
Meeting with Tribunal
The Board was ‘virtually’ introduced to the recently reconstituted Tribunal. The purpose was to introduce members of the Board and Tribunal and clarify any procedural matters.
The Tribunal Chairman advised that it is his view that the Tribunal is obligated under the Constitution to panel a minimum of five panel members for each hearing. The Board will review the constitutional requirements as to the number of tribunal members required for a hearing and will then consider the matter further. In the meantime, the Board also agreed to initiate a process to recruit additional panel members. The recruitment of three additional members will be through the Nominations, Remuneration and Performance Committee.
The Board also sought to clarify the requirement for applicant representation at hearings.
Chair, Board of Directors