Board Communiqué – 28 February 2020
Dear RSL Members,
The RSL NSW Board held its monthly meeting this Wednesday, 26 February at ANZAC House – the first of the year. The first order of business was to elect a Chair, as outlined in the RSL NSW Board Charter.
In order to prioritise core RSL NSW leadership responsibilities, particularly during an unprecedented period of change, the board chair role has been passed to Sophie Ray. This will enable the president, Ray James, to lead the League to a strong and united future. The board will continue to focus on the governance of State Branch; the president will lead the League in NSW.
The board charter is anchored by the RSL NSW Constitution and allows, like RSL National, to have a separate board chair elected by the directors. The RSL NSW President is a separate and unchanged role. The charter clearly aligns the state presidency with strategic leadership, while the board chair is responsible for steering the board in accordance with its corporate accountabilities. A copy of the RSL NSW Board Charter is available on the RSL NSW website. Currently for instance, David Nathan chairs the RSL National Board of Directors, but Greg Melick is the National President and spokesman.
The board continues to focus on transparency and effective governance. These communiqués are a key part of this, and as such will be jointly released by the president and board chair.
Outcomes of Board Meeting – 26 February 2020
Strategic Plan Consultation
The CEO provided an update on sub-Branch consultations after five weeks. Whilst most members attending the feedback sessions had not had a chance to download and read the draft strategic plan from the website prior, each session has generated significant interest and discussions. There is generally a strong sense of support for the vision and seven goals, and optimism that the League is willing to collaborate to enable the initiatives to be effectively delivered. The recent changes to communication, especially the transparency of funds management on the website, is helping to rebuild trust in ANZAC House, as are communications like this communiqué.
The board approved the separate communiqué (annexure 1 – attached) from its recent workshop which considered future operating models in the strategic plan (item 7.2 in the plan). Whilst not a key issue in consultations so far, there needs to be member consensus on how RSL NSW should be organised to deliver on the plan. Efforts toward this consensus can now be undertaken, as can consultation on the budget to deliver the plan that was also endorsed by the board at the meeting.
The cost to deliver the plan over five years is $23.76m. This cost involves multiple project resources, complemented by significant member (volunteer) input, especially from member advisory and steering groups to oversee many of the initiatives.
Budget (Financial Year 2020/2021)
The board considered the Audit & Risk Committee’s recommendation for a balanced budget next financial year. The board’s current financial sustainability plan has already reduced this year’s deficit by over $1m, mainly through staffing reductions, but more cost reductions were required.
To this end, the board agreed to reduce staffing levels by another 30%, or approximately 10-13 positions, this financial year. This is on top of the savings already made this year. However, the approved budget will still require supplementation of approximately $1m from sub-Branch contributions, additional to membership fees, and there will be a marked reduction in some support services currently provided by ANZAC House.
The board carefully assessed the risks in maintaining the minimum compliance requirements of the ACNC, ASIC and the RSL NSW Act. Other known risks arise from a lack of staff to undertake advocacy or policy work and may include a reduction of printed issues of Reveille, although the board has asked management to look at other ways to fund production.
Overall, this budget is critical but must be considered in the context of the proposed strategic plan. The board’s endorsement of the strategic plan’s budget of $23.76m over five years recognises the need to implement change so the RSL in New South Wales can modernise to achieve relevance and strength in the future, with veterans and sub-Branches at the centre. This proposed budget will be included in ongoing consultations on the strategic plan (see the separate communiqué – annexure 1).
With the adoption of the new constitution last year there is no longer a state treasurer’s position on the board and, consequently, the board agreed that all directors’ expenses will now be approved by the CFO from March 2020. Directors’ expenses will continue to be accessible on the website.
Although in the longer term, as raised at the 2019 congress, the RSL NSW Annual Report should reflect a state-wide (sub-Branch) contribution, the New South Wales legislation only requires the State Branch to present an annual report to be tabled in parliament. Due to budget constraints, this year it will be a very bland word document to meet the minimum requirements of a detailed financial report. It will not be a ‘glossy’ document showcasing achievements. Such a document could be produced in the future, after the adoption of the strategic plan for instance, capturing the achievements of the League state-wide as part of a strategic communications strategy.
Whistleblower Complaints and Forensic Audits
The CEO briefed the board that there were still 14 outstanding whistleblower complaints awaiting investigation. Many have been outstanding for over 12 months, with no resources to investigate. He advised that several were relatively trivial (such as personality clashes) rather than potential fraud or other serious allegations, and these would have to be put aside until resources to investigate could be obtained.
The independent whistleblower complaint system was a specific undertaking to meet good governance standards as detailed by the ACNC in its Enforceable Undertakings direction, and is fulfilling its purpose, as the board had to make several decisions regarding outcomes of investigations at this meeting, including referring matters to the RSL NSW Tribunal for resolution. Such a system builds stakeholder confidence in RSL’s governance and administrative systems.
Specifically, the board referred two investigated matters to the tribunal, and further authorised the CEO to engage forensic auditors on a pro bono basis and, if necessary, at small cost to investigate several complaints to a greater level of confidence for the board. Sub-Branches impacted by this decision will be notified by the CEO once the auditors are engaged.
CFO (Financial) Report
The board authorised the CEO and CFO to brief the current status of the FY 19/20 budget to the District Presidents’ Council (DPC) to share with their sub-Branches. While the forecast deficit (the budget was presented at congress) will not be achieved, it has been reined in by over $1m since the last forecast in November, there is still work to be done to reduce the deficit.
Sub-Branch contributions for RSL DefenceCare and Veteran Sport Australia (VSA) are significantly below forecast but it has been noted that over $466,000 has been donated by sub-Branches to the Disaster Assistance Fund, which might impact on their ability to make additional ‘core’ RSL DefenceCare contributions. Importantly, it was raised that the fund had received more than enough contributions and sub-Branches should be encouraged to make future contributions to RSL DefenceCare generally.
The CFO’s report also flagged the impact of the coronavirus on Hyde Park Inn bookings, with cancellations forcing many sales at lower margins.
The board continues to receive detailed reporting on financial sustainability through the Audit & Risk Committee as flagged above with respect to next year’s budget. The biggest issue to manage is the imminent wind up of RSL WBI. The trustees have formally terminated the services agreement and RSL NSW will have to take full funding responsibility for RSL DefenceCare and VSA costs from 17 June 2020. The board will inform the membership more about the future of these two critical service delivery arms soon, and in the meantime will continue to encourage sub-Branches to contribute while improving transparency of expenditure (see website for improved expenditure transparency to date).
Strategic Plan Budget
As flagged above, the board endorsed the strategic plan’s budget of $23.76m over five years for member consultation.
ANZAC House Operating Model Options to Support Strategic Plan
The board approved two options for member consultation (see the separate communiqué – annexure 1).
The board approved new charters for the following committees:
- District Presidents’ Council (along with a Conflicts of Interest Policy)
- Audit & Risk
- Governance Review
- Nominations & Performance (with the remit to include executive remuneration)
- Selections (awards)
- Veterans’ Services & Policy
Copies of these charters and the overall governance structure of the league will be available shortly on the website.
Appointment of Public Members to the ANZAC House Trust (AHT) Board of Management
The board agreed to the appointment of three public members to the AHT Board of Management in accordance with the trust deed. The successful applicants responded to a public call for nominations and were selected through a shortlisting and interview process. Their role will be to advise the trustees on the best option for the future ANZAC House. The public members are:
- Mr Paul Andersen – a previous property executive with JLL and other property related enterprises
- Mr Ray Brown – the CEO of large architecture firm, Architectus
- Mr John Taylor – a property finance and investment executive
Appointment of Two Directors to RSL LifeCare
The board agreed to appoint the following applicants to the RSL LifeCare Board:
- Ms Cathy Balding – an experienced company director with significant safety and clinical governance experience
- Mr Trevor Robertson – a veteran who has had considerable director experience combined with infrastructure development and mergers & acquisitions experience
The board received and noted the first quarterly report from the Chair of the District Presidents’ Council, Mr Derek Leslie.
A face-to-face meeting of the DPC is scheduled for May, where its members will make recommendations to the board for amendments to the constitution at this year’s AGM, to be held in Newcastle. The DPC is also likely to meet in March to transact business and develop effective communication channels with ANZAC House and their respective sub-Branches.
Statement by the Prime Minister – Information on the National Commissioner Role
Although unrelated to the 26 February board meeting, we also wanted to update you on a statement by the prime minister yesterday with further information about the role of the National Commissioner for Defence and Veteran Suicide Prevention (annexure 2).
Chair, Board of Directors