Board Communiqué – 1 May 2020
Recognising current health protections, the RSL NSW Board met yesterday for its monthly meeting via videoconference; there were no apologies. Due respect and acknowledgement of those who served and sacrificed was made.
President’s Update: ANZAC Day 2020
While acknowledging the success of the COVID-19 constrained activities and the positive feedback from our membership about the modified commemoration, the Board also acknowledged the wider membership’s disappointment of not being able to conduct traditional services and activities that are so important to the RSL and wider veteran community.
While acknowledging the community’s positive response to the #lightupthedawn campaign, and the many requests to continue this into the future, it will need to be decided at the national level. The campaign was a collaboration across the states which enabled the widespread promotion of the activity and the prominence of the RSL’s leadership. The Board supported the President’s intent to raise this at the National Board. The Board acknowledged the widespread coverage of RSL driven initiatives leading up to and on ANZAC Day. However, the Board also identified the risks of other ESOs assuming ANZAC Day (and the ‘driveway event’) as their time to lead, particularly through social media and fundraising. The RSL needs to strongly assert its role on ANZAC Day.
The Board received very positive feedback on the commemorations from the Patron (Governor of NSW), the Premier, the Minister for Veterans and many other key stakeholders.
The Board raised concerns about ANZAC Day fundraising due to sub-Branches not being able to undertake any community face-to-face fundraising, and the pressure that is likely to be borne by the support and assistance fund as many budgets tighten. The CEO was tasked to look at how access to these funds can be improved.
The NSW Government has been approached about ideas for economic stimulus based upon upgrades to sub-Branch premises that are not clubs, a monument and memorial restoration program, and support for more veteran centres, per the model being proposed at Nowra (see below).
The Board raised concerns about the delay in the progress of the model constitutions for those sub-Branches thinking of incorporating. The CEO advised of the delay with the limited by guarantee company (CLG) model because of the definition of the ‘member’ as it relates to the RSL NSW Constitution. The Board then requested that it be conveyed to the DPC even with this unresolved, to obtain feedback. The Board acknowledged the resource constraints at ANZAC House (COVID-19 impacts including the legal work in support of sub-Branches impacted by clubs seeking rent forgiveness and deferrals) but asked that this be prioritised and the model constitution for an incorporated association also be conveyed to the DPC for feedback.
The Board was updated on two critical SOPs, both currently with legal to check consistency with the Constitution, namely, the Election SOP and the SOP ‘How to form a Chapter.’ These will be passed back to the DPC for approval within the next month. The President alerted the Board to the importance of chapters going forward, and/or amalgamations because of declining membership in several areas.
Business Performance and Financials
The Board considered the Business Performance Report, including the financial position and forecasts. While acknowledging the expenditure reductions achieved to enable a balanced budget for next financial year, the impact of COVID-19 will require additional actions to be taken (see below topic: The COVID-19 response plan). The Board particularly noticed the very generous financial support of a number of ‘big’ sub-Branches, namely, Maroubra, Bankstown, Cumberland and Five Dock, and other sub-Branches who have recognised the impact of the pandemic. This support enables most elements of ANZAC House administration, although with reduced services, to continue, and importantly the veterans’ services delivered by RSL DefenceCare to continue without changes.
The Postponement of the Board Election, the AGM/Congress
The DPC Chairman, Derek Leslie joined the board meeting for the paper regarding the postponement of the AGM/congress and board election because of the pandemic. Derek passed on the feedback from DCs and sub-Branches. The Board considered all the variables and risks and decided:
The AGM is to occur in the first two weeks of December 2020 (Newcastle venue and public safety permitting), or if this is not achievable because of restrictions not being lifted on time and member safety not being acceptable, the AGM will move to 2021, and be conducted no later than 31 March.
Dates and details will be published as soon as possible, including the timetable for the board election that must occur within the three months prior to the AGM.
Former President’s Conviction
The Board discussed the matter of Mr Rowe’s conviction and sentencing. The President advised the Board of the significant correspondence received on the matter, and the Board considered several recommendations. The Board noted the concerns raised by the members but it was decided to ensure all actions are complete with respect to cancelling all categories of his membership, and the Board reserved the right for further actions, after further advice is considered.
New Membership Management System
The Board noted that the new system is to go live in May, but the planned training of District trainers has had to be delayed because of COVID-19. Three sub-Branches are going to do training online.
The Board resolved to ask the State Secretary to mail the new membership cards to sub-Branch mailing addresses, leaving the matter of distribution to sub-Branches.
The Board was updated on six matters on foot, all of which were delayed because of tribunal scheduling. The Board agreed to appoint three additional members, through the Nominations Committee.
One new matter was considered, and the Board decided not to refer to the Tribunal. One additional member issue was also discussed, and the CEO was directed to action.
The Board acknowledged the situation with the current contract, particularly the very high production cost considering the reduction in revenue because of COVID-19 (see below topic: The COVID-19 response plan), and editorial control since that was outsourced in 2018/19. The Board recognised how important Reveille is to members, and it being a tangible member benefit. A decision was made to enable management to terminate the current contract, produce an interim (low cost) internal Reveille, and concurrently commence a process for a new Reveille to commence in 2021. The process to establish a ‘new’ Reveille must include member consultation.
Veteran Centre, Nowra
The Board acknowledged the update, and the work of Mr Lee Cordner and his project team in reaching the important EOI milestone. The EOI to design, build, operate, or support has been released to the market. All critical stakeholders including DVA and the NSW Government are pleased with the project’s progress. There is potential for replication of the model, consistent with RSL NSW’s Draft Strategic Plan, if it is successful.
RSL LifeCare Ltd. (RSL NSW as Sole Member of Company Limited by Guarantee)
The Board considered a series of papers. The strategic work on the Constitution was agreed, with Tranche 1. Simple administrative changes being approved. The Board then noted that the proposed Tranche 2 changes to the charity’s purpose, will be presented to the Board next month and will involve consultation with the DPC. This tranche is important as it provides for critical assurances around the delivery of veteran services, currently delivered by RSL WBI through RSL DefenceCare. Tranche 3 involves a request from RSL LifeCare to modify the membership, by adding more members. This is a very complex issue and is likely to involve more extensive RSL NSW membership consultation.
After considering the update, the Board asked the CEO to return next month with a plan to continue member consultation despite the restrictions. The Board wishes to implement a plan, with an associated funding model, as soon as possible, but no later than October. Many directors commented on the importance of consultation, but also remarked that every week’s delay about implementing a strong future for RSL NSW is a very serious risk. The Board noted the DPC Chairman’s update regarding a working group from within the membership to further develop the ‘pooled’ funding model.
Sale of 262 Castlereagh Street
The sales agent and probity auditor have been appointed. The agent is confident of a positive sale despite the COVID-19 situation which, according to data presented has not impacted on the current high demand for CBD property.
Sale of Concord Former RSL Club
This is a complex situation as the adjacent golf club is maintaining a strong position regarding a restrictive covenant. Management is working with stakeholders to progress at best speed, but not risking not obtaining best possible price.
The Board accepted Nick Mowat’s formal resignation as Company Secretary from 4 May, and acknowledged his efforts over the past years, particularly implementing the governance reform required from the Bergin inquiry and the ACNC investigation. The Board also acknowledged that the Company Secretary responsibilities pass to the Head of Legal from 4 May, and the impact this additional work will have under the significantly downsized ANZAC House from July 2020. The CEO will provide the Board with a risk assessment against each of the mandated governance requirements stipulated by the ACNC’s Enforceable Undertaking.
Recommendations From the Audit and Risk Committee
A group of directors will develop a paper to inform a strategic discussion on whether the Board should review its policy on not accessing reserves or drawing down on assets to fund charitable functions and administration.
The COVID-19 Response Plan
The Board had to make decision to sustain operations at ANZAC House despite critically reduced revenue from the Hyde Park Inn. Whilst ANZAC House has contracted the Department of Communities and Justice for 40 rooms at HPI until the end of May, this only covers fixed costs. The Board considered three scenarios that were based upon when government restrictions could be lifted, and there is a return to business normalcy. The option decided upon sees restrictions being lifted by the end of September, and revenues bouncing back quickly.
The Board then considered RSL NSW’s current cash position and how long ANZAC House could operate before having to close. These considerations included discussion about reserves and a line of credit that is currently being negotiated with a bank. The Board also noted that JobKeeper had been successfully applied for and modelled into the cash position as well as other government benefits. Regrettably, despite this, the only way to manage risk and ensure solvency through the crisis was to reduce staff working hours from 4 May outside of core veterans’ services, and critical administration such as legal and finance which would continue over 5 days.
Accordingly, with effect from 4 May, ANZAC House’s core operating days for member services and administrative support functions like member services, communications, marketing, projects, etc will be limited to Monday to Wednesday. This will mean a big impact on services and responsiveness to sub-Branches, which will be advised through a Circular.
The plan will be constantly reviewed as this decision has a big impact on many loyal and committed employees, and the Board is keen to get everyone back working for veterans and members as soon as possible.
The Board accepted the ARC’s recommendations regarding the Quarterly Risk Review, the Treasury Report, the proposed associations liability insurance, and contract to deliver the board election under the ‘one member one vote’ legislated requirement.
The Board noted the committee’s report that three items have been successfully raised at RSL National, although one relating to pensions escalation was returned, requesting more information. The ‘Congress Resolutions’ Register will be updated on the website.
The President updated the Board on RSL National, particularly around the proposed strategic plan which was rejected for the second time. The main argument is that any proposed strategic changes need to be consulted on by the membership. While the membership is supportive of any change to more effectively advocate for improved veterans’ policy and improved brand control and cooperation, any significant changes impacting on state branches and the RSL require a consultation process with members. The President will continue to advocate this position.
Chair, Board of Directors