Board Communiqué for 29 July 2020
On 29 July, the Board met by video conference because of the restrictions associated with the ongoing COVID-19 pandemic. Due respects were made to the fallen.
The President’s Update
The Acting President reported that along with the CEO he visited numerous sub-Branches in the South Western District, Blue Mountains District, Central Southern District, Monaro and Far South Coast District, to seek feedback on the draft strategic plan, and get a better understanding of local issues.
The visits were very well received. The main queries were about future of the RSL and funding for the strategic plan, and major new initiatives. While in Cooma, the CEO and Acting President came across 15 members of HMAS Adelaide (13 Navy and 2 Army) who were in town supporting the COVID-19 operation. They got them to come along to the Cooma strategic plan meeting and they provided good feedback.
- Many of the areas visited were still suffering from the bushfires and now facing COVID-19 issues, some are also still affected by drought.
- Some sub-Branches are experiencing significant drops in membership, but reluctant to become chapters or merge with another sub-Branch. They are looking out for the soon to be released SOP on how to become a Chapter, as members are keen to keep an RSL presence in all areas.
- Most sub-Branches are conducting executive meetings. Very few have held sub-Branch meetings.
- All are communicating with their members. Where required many are shopping for their members and mowing lawns and providing welfare support – but the Acting President said there was little evidence of seeking out and helping veterans generally, not just members in need.
- The Acting President said that recently, sub-Branches in the Eastern Suburbs District have been approached by Swiss 8 (a new NFP ESO). Swiss 8 has sent the NSW Government a Veteran Policy that will see a partnership between Swiss 8, RSL NSW, RSL Clubs and NSW Government. The Acting President said that NSW Minister Lee confirmed he has had a request from Swiss 8 for a meeting on this topic. The RSL NSW CEO said he has sought a meeting with Swiss 8 to address concerns from members, and explore ways of working collaboratively with them as proposed in the draft strategic plan.
- The Acting President updated the Board on feedback from sub-Branches on the model constitutions, and some areas of confusion. The Board reiterated that they do not intend to provide advice on whether a sub-Branch should incorporate and that will be a matter for a sub-Branch. However, the Board noted that incorporation will not alter the accountability oversight of the RSL NSW Board over a sub-Branch.
- The Acting President noted that District Councils have held or are about to hold their AGMs and that some members had raised concerns about the role of returning officers and procedures with these AGMs. A possible solution would be for a returning officer to be allocated by State Branch from another District. This will improve transparency and remove any conflicts. Any doubts should be clarified with the State Secretary.
- The Acting President told the Board he had received very positive feedback from members about ANZAC House transparency because of their proactive communications.
The Acting President updated the Board on the latest matters dealt with by the RSL National Board, including:
- The 2019 RSL National Annual Report was approved.
- Ground rules for the RSL National September workshop were set where the objective is to agree to a strategic plan.
- The RSL National Chairman and President will attend State Board meetings in advance of the September workshop to ensure all are Boards are fully briefed. The RSL NSW Board agreed to invite the RSL National Chairman and President to attend the RSL NSW August Board meeting.
- RSL National is still working through due diligence as a precursor to acquiring AIMG (noting AIMG has successfully acquired Veteran Sport Australia).
The following was reviewed and approved:
- the Terms of Reference for RSL National Veterans’ Advisory Committee; and
- the recognition given to recipients of Life Membership and Meritorious Service Medals. The National Board agreed to create a consistent national approach. A working group of National GM and State CEOs is looking at how to enhance Armistice/Remembrance Day 2020 and ANZAC Day 2021 following the success of collaboratively marketing and communicating ANZAC Day 2020.
The following protocols were approved:
- the use of Patrons names on letterhead used at all levels of the RSL;
- acknowledging anniversaries where sub-Branches have merged; and
- the Inclusion of Names on War Memorials.
The President received a letter from the Prime Minister acknowledging RSL NSW’s request to review the decision not to award the Victoria Cross to Teddy Sheean. A copy of the letter is on the RSL NSW website here.
The ACNC has confirmed it is preparing a determination about whether sub-Branches can subsidise membership fees, under auspices of charitable purpose, as requested by the CEO.
The CEO emphasised the importance of obtaining members’ views on the draft strategic plan, documented, and posted to the address on the website. He also summarised for the Board some of the feedback he had been hearing at the consultation sessions. The Board confirmed that the final version of the strategic plan incorporating consultation feedback, together with funding options is to be submitted for Board approval in October.
The CEO reported on the establishment of the recently announced ‘Joint Transition Authority.’ This new body has been created in response to the latest Productivity Commission recommendations to streamline the transition of service men and women out of the ADF. It connects the Department of Defence/ADF with the Department of Veterans’ Affairs. It is a significant investment in resources and every transitioning member is now assigned a ‘transition coach.’ This connection ‘ecosystem’ also incorporates the introduction to ex-service organisations. The CEO said there is potential for the RSL to be the leading ‘ESO,’ exactly as RSL NSW’s proposed strategic plan suggests. RSL NSW has written to RSL National to explore how it might be involved with the Joint Transition Authority.
Budget and Business Performance
The FY19/20 results are still in draft. The CFO is preparing for audit. The operating result before impairments was a surplus of approximately $2.2m due to the savings program initiated in October 2019 as well as support from sub-Branches as a response to the reduction in revenue at Hyde Park Inn following the pandemic conditions. However, property impairments will see the result move into a deficit due to the accounting requirements to revalue investment properties. The main impact will be due to a property which has been impaired by $2.1m since 30 June 2019. The current cash forecast does not see a drawdown on investments required in the next 12 months.
Hyde Park Inn continues to operate with most occupancy being derived through the NSW Government’s ‘Link2Home’ program, housing homeless people at the Hyde Park Inn. To support this, 24-hour security are on-site to manage incidents as they arise. A COVID-safe plan has been registered with the NSW Government.
Management are meeting on 10 August 2020 to prepare a budget for FY20/21, to be considered by the Board at its September meeting. The constraints on revenue from the Hyde Park Inn will be considered when determining the future resourcing and operations of ANZAC House. The organisation will continue to work with limited resources to minimise any deficit for the financial year.
The following operational matters were noted:
The Board agreed that the current and predicted risk environment rules out the possibility of a ‘full’ Congress in December. The planning however will continue for:
- AGM Only – by technology
- Delegates Only Congress (short) including AGM, 7-8 Dec, Newcastle
Nowra Veterans and Wellbeing Centre
The Board acknowledged ANZAC House’s receipt of the draft business case for the proposed Nowra Veterans Wellbeing Centre. The Board acknowledged the significant work and commitment of Lee Cordner and the volunteer project team. The draft business case will now be finalised by the Steering Committee, before being considered by the Board for submission to DVA at its August meeting.
Donations to RSL DefenceCare
The Board noted that the request to amend SOP1 had been sent to the DPC. A Circular will be prepared to advise all sub-Branches how donations to RSL DefenceCare will be managed now the program has passed from RSL WBI to RSL LifeCare. Sub-Branches will donate to RSL NSW, rather than RSL WBI (which is winding up) and ANZAC Hose will record the donation live on the RSL NSW website. At a yet to be determined time, before the end of the financial year, the aggregated donations will be passed to RSL DefenceCare, providing an opportunity for all contributing sub-Branches to be widely acknowledged. A target of $1.5 m has been set for FY 20/21.
The CEO told the Board that the director nomination form is due for release from 5 August. A detailed Circular is being prepared about how to access the form from the Returning Officer, and access all relevant supporting information for the nomination process and the conduct of the election. Actions and communications are pending the completion of the Election SOP, due back from the DPC by 30 July.
Critically, for sub-Branch secretaries, the State Secretary will be undertaking an assurance process on the membership roll. This action is to be completed by 31 August, when the roll will close for the election.
COVID-19 Safe Across League
As part of the risk review, the Board considered the COVID-19 situation, and the particular risk to the vulnerable membership. The Board wishes to remind all leaders of their responsibilities to ensure member and public safety at all times, particularly noting that several key commemoration events such as VP Day and Vietnam Veterans Day are imminent.
Staff Return to Work
The Board acknowledged that ANZAC House staff would return to a five-day work week from 3 August and thanked all staff who were impacted by the budget saving measures in response to the COVID-19 pandemic.
Amendment of Terms of Reference for the DPC’s ‘Funding Working Group’
The Board considered a request from the DPC’s Funding Working Group to amend its Terms of Reference to include alternative funding models. The Board declined the request because it would distract from the critical priority of providing advice to the Board on how the proposed conceptual ‘pooled’ funding model could be operationalised. The Board noted that there were likely to be several possible sources of funding for RSL NSW in the future, including grants, donations, fee for service and others, in addition to the pooled funding. However, as a first step, the pooled funding model needed to be determined and noted that finding other sources of funding is one of the actions under the proposed strategic plan going forward.
The Board received a presentation from Barry Dunphy, Clayton Utz about his draft legal advice on the extent of duties and accountabilities of RSL NSW directors as in relation to RSL NSW entities, including RSL LifeCare and sub-Branches. At the outset he commented that RSL NSW is “one of the most complex structures seen as a statutory corporation,” because of historical reasons and the unique nature of the League.
The Board asked Mr Dunphy to examine some further questions before finalising his advice. Once the advice is finalised and presented to the Board, the Board will communicate further with members in relation to it. The Board intends to provide this communication before the close of Nominations for the Director election, to allow nominees to consider and understand fully the responsibilities and personal liabilities they would take on if they were elected.
Audit & Risk Committee
The Board noted the quarterly risk review undertaken by management and the ARC. The Chair of the ARC highlighted that RSL NSW is still managing four critical risks, including Hyde Park Inn revenue, brand/reputation (e.g. recent media around the fine of RSL Dee Why Club Ltd and poker machine profits from “largest RSL club in NSW.”), the impacts of declining membership and no approved and funded strategic plan. The Board risk workshop scheduled for October would review risk appetite and tolerance and how to manage risks because of the significantly reduced staff levels at ANZAC House.
The Committee asked the Board to consider the continuation of the KPMG internal audit program. The Board considered the extent of the pro-bono support and comparative costs. Given director’s duties, and an assessment of the risks, the Board agreed to continue the program, within funding constraints. It noted the Committee’s intention to investigate the feasibility of introducing sub-Branch assurance statements, to complement the audit/review program. The Board asked management to work with the ARC to produce a suggested assurance statement and framework for consideration by the Board.
Awards and Recognition
The Board approved the recommendations from the selections committee for three life memberships.
Items for Consideration
The Board considered several property matters, relating to properties owned by RSL NSW, all oversighted by a probity advisor. The commercial sensitivities of these matters mean the outcomes cannot be conveyed via the Communique. Once the commercial matters are settled, the Board will inform members of the decisions made.
The Board noted that the administrative and purpose changes clauses to the RSL LifeCare Constitution have been approved and are available on the RSL LifeCare website.
The Board received an update from the State Secretary/Manager Membership on matters recently heard by the Tribunal, and some administrative issues raised by the Tribunal chair.
The Board noted that the constitution requires a review panel to hear any appeals from recommendations of the Tribunal by Respondents. The review panel required under the constitution must be comprised of members selected by the Board from a pool assembled by the DPC. The DPC decided on 28 July to consider nominations for review panel members and will advise the Board in due course.
The Board will consider four recommendations from the recent Tribunal hearings at its August meeting.
Rent Waivers, Deferrals, and sub-Branch Matters
The CEO updated the Board on this significant activity. The matters are all being progressed, but the Board noted the limitations of staffing, and the complexity associated with each case as they are all different.
The Board noted the approvals given for sub-Branch investments, under the CEO’s delegation.
At its previous meeting, the Board had resolved to hold its August meeting in person at ANZAC House, with each alternate meeting from then on to be held in person or by remote conference. However, due to the current changing COVID-19 conditions in Sydney, the Board agreed to defer meeting in person for another couple of months, and that the August and September Board meetings would be held remotely.
Chair, Board of Directors