Board Communiqué for 25 September 2020
On 23 September, 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 on his numerous interactions with the membership. Key issues being raised included support for the strategic plan, and concerns over the delay in approving the model constitutions for incorporation.
The Acting President stressed the importance of continuing upcoming commemorations, particularly Remembrance Day during COVID 19 restrictions, and this was strongly endorsed by the Board because sub-Branches and their respective clubs and communities have learned how to safely conduct such activities.
The Acting President noted that recent meetings with the Minister for Veterans and the Swiss8 charity clarified issues around conflict of interest and how the RSL can support their upcoming ‘BBQ on Remembrance Day.’ Many RSL clubs had already indicated support to Swiss8 and clarity on sub-Branch involvement would be needed.
He advised that he had spoken to the Governor-General and NSW Governor (Patron) about the status of the League including responding to their interest in progress with the strategic plan and the election. They said they would continue to support the reform of the League wherever possible.
The Acting President reported on recent meetings of the RSL National Board. He said that the National Strategic Plan was approved by the National Board, and a funding model based upon numbers service members was agreed. He also reported that the national commemoration program (to work like what was done at ANZAC Day this year) was approved by the National Board.
The roll-out of the Veterans Employment Program continues. NSW is the last state in which the program will be rolled out, and it will be incorporated as part of RSL DefenceCare/LifeCare services, in line with the proposed NSW strategic plan.
RSL QLD, on behalf of all states, is preparing a detailed response to the Government’s proposed establishment of the Commissioner for Defence and Veteran Suicide. The President thanked members for providing input that has been incorporated.
The NSW Board considered several items of correspondence. The correspondence included an acknowledgement from CDF (General Angus Campbell AO, DSC) about the change to a ‘virtual’ Congress and his wishes for success. Also included was a letter from RSL LifeCare asking RSL NSW to consider expanding the membership of the company (see item below)
The CEO advised that he continues to receive positive feedback about many aspects of the plan from members who recognise change is needed to achieve the potential of the League and attract a younger generation to join the movement and be the leading veteran’s charity. The Board agreed that despite no agreement yet on a funding model (see below,) the final plan incorporating members’ feedback and with a staged implementation approach is to be presented for Board consideration and approval in October.
The Board noted the update on the Nowra Veterans’ Wellbeing Centre. The CEO said that a DVA decision about the award of the funding grant should be received by the end of the first week of October, but hopefully earlier.
Joint Transition Authority
The CEO updated the Board about the JTA, particularly the anticipation of a formal Government announcement in conjunction with the Government’s October Budget. The CEO continues to work towards a positive outcome and close engagement with the Authority.
The Board noted the current resource constraints make it difficult for management to undertake internal audits, and discussed the risks being identified. The Board stressed the importance of the proposed sub-Branch assurance statements.
The Customer Relationship Management (CRM) Project (the new membership management system)
The pandemic’s impact was noted, but the Board asked for more communications on the critical roll-out to all sub-Branches of this new ‘cloud-based’ common membership management system. The system is designed with a specific ‘sub-Branch portal’ that enables sub-branches to manage members allocated to their sub-Branch, and their fees etc. Later, more capabilities will be delivered, and other aspects of sub-Branch responsibilities will be built into the CRM. As each District has a dedicated volunteer trainer, the Board is keen to see respective DC Presidents and committees support the implementation of this important initiative: a system sub-Branches have been asking for a long time.
Budget and Business Performance
FY 2019/20 Financial Statements
The Board approved the audited FY 19/20 Financial Statements.
Given the delay to Congress/AGM this year the Board agreed to place the Financial Statements and Auditor’s Report on the website as soon as practicable, with a Circular to draw members’ attention to the documents and asking them to send questions prior to the AGM. The Annual Report will also be progressed to meet its statutory requirement, and the Statements will have to be formally adopted at the AGM. The CEO was asked to develop a process to respond to sub-Branch/delegates questions so they can be responded to during the ‘virtual’ Congress/AGM.
EY Auditor’s Report
A partner from EY took the Board through the Auditor’s Report. EY have issued an unqualified audit opinion. He highlighted changes to accounting standards and the disclosure requirements due to the impact of COVID19. He acknowledged RSL NSW’s work on the strength of the balance sheet through the significant repair to RSL NSW’s financial position during FY19/20. Systems and processes were strong, and he congratulated the CFO and finance team on their work. He concurred with management’s assessment that the preparation of the 30 June 2020 financial statements on a going concern basis is appropriate.
The Board extended their thanks to the CFO and her team for their ongoing work and efforts in the face of significant challenges.
The Board considered several options in relation to the FY2020/21 Budget. They noted the recovered financial position (reserves) from last FY and the fact that the budget shortfall this year would have been $6.8 m greater than it currently is if the difficult cost structure changes in ANZAC House had not been made last FY. They also noted the very constrained revenue forecast (particularly the Hyde Park Inn) because of COVID19 and therefore agreed to approve a $2.3 m deficit budget and prioritise the seeking of sub-Branch contributions to reduce the size of the deficit in FY20/21 with a view to plan for a balanced budget in FY21/22. In doing so, they considered that the risks around several Board accountabilities are too great, and approved funding for three roles to ameliorate some risk, including one to address a critical shortcoming in delivering a key function around policy and advocacy. The current org chart can be viewed here .
Noting the report from RSL National and the approval of the National Strategic Plan, the Board resolved that the Chair and President advise RSL National that the proposed NSW contribution to National strategic plan funding will not be available because of RSL NSW’s immediate financial outlook.
The following operational matters were considered:
The Board noted the DPC’s position on not supporting the draft model constitutions as provided but decided that it would consider the CLG model constitution at its October meeting.
As flagged last month, the COVID 19 pandemic has meant this year’s Congress/AGM will have to be conducted in a ‘virtual’ or online matter. Accordingly, the Board agreed:
To limit Congress to a welcome address, patron’s address and the matters specified in clause 8.21 of Constitution as follows:
- Pledge of allegiance,
- Wreath laying ceremony, and
To limit the AGM to essential business to be transacted as specified in Annexure C of the Constitution as follows:
- a President’s report,
- such motions determined by the Congress Agenda Committee to be required for the effective delivery of the AGM having regard to the impact of the COVID-19 Pandemic on the form of the AGM and Congress,
- a presentation of the financial statements Financial Year 19/20,
- a report by the Board in relation to the Financial Statements’
- presentation of the auditor’s report, and
- retirement of current Elected Directors and handover to the new Board elect.
To direct the Congress Agenda Committee to manage motions received for the Congress Agenda Committee’s consideration in a manner recognising the necessarily restricted format of the 2020 Congress/AGM;
To note the steps taken by Management to progress the Congress/AGM virtual meeting platform and the intention to communicate how delegates will connect into Congress.
The Board noted management’s intention to streamline and focus communication channels, in particularly regarding not many current members receiving direct communications. Moreover, the website is currently too internally focused, and younger potential members are social media orientated which is identified as an issue to address in the strategic plan.
Donations to RSL DefenceCare
The Board noted that many sub-Branches continue to donate to non-RSL related charities and other entities, but noted that further communication is needed to ensure sub-Branches are aware of the critical role RSL DefenceCare plays, reporting on its performance beyond the website and how the donation ‘system’ works so the League collectively meets its $1.5 m target this financial year.
The Company Secretary updated the Board on the progress of the Board Election project, from the Returning Officers’ perspective. She noted the importance of the independence of the process, but the Board’s accountability to deliver an election per the RSL NSW Act. Notwithstanding the SOP issue (see below), the Board noted that the Returning Officer has advised that the process is running smoothly to plan. The Reveille containing all candidate information, election instructions, ballots etc. has gone to print and will be mailed on 2 Oct. Concurrently the website will be updated to include candidate profiles.
SOP 12 – Elections. The Board formally approved the amendment recommended by the DPC.
The Board noted the DPC’s Report and agreed to consider the views of the DPC when making decisions about the Strategic Plan and other matters.
Funding Working Group Report
Don Tait attended the Board meeting to outline the findings of the Funding Working Group and answer questions from the Board. The Board thanked the Working Group established by the DPC for their commitment and professionalism in producing the report. It was noted that the Group did not respond to all aspects of the Terms of Reference so the Board subsequently asked the CEO to provide a report on how the proposed funding outcomes for the Strategic Plan can be achieved, by March 2021. Several directors noted that many sub-Branches are very keen to participate in a ‘pooled’ funding model, to realise the vision conveyed in the draft strategic plan and noted Mr Tait’s advice that the Funding Working Group had not consulted directly with the sub-branches.
The Board noted that Clayton Utz had not settled the summary report of its advice to directors about their accountabilities across all RSL NSW related entities including sub-Branches so it can be published on the website. The CEO advised the pro-bono and ‘lo-bono’ nature of the engagement of such a tier 1 firm makes seeking deadlines challenging but he offered to provide director candidates with a webinar style briefing on the content of the draft advice.
The Board noted the update and that the commercial nature limited some aspects of communications.
As noted in Correspondence, the RSL LifeCare Board has requested a change to the membership arrangement of the company. The Board agreed that this will require significant RSL NSW member consultation and will most probably be a Congress matter. The Chair will respond to RSL LifeCare accordingly and the Board asked management to plan for consultation on this issue in 2021.
The Board noted the status of matters before the Tribunal. The Board referred one new matter to a District Council for resolution by December 2020, and one new matter was referred to the Tribunal.
Further, on consideration of a member’s recent criminal conviction, the Board requested advice on how the person’s membership of the RSL can be revoked.
A date has been set for the first mediation hearing which will determine whether ‘landlord’ sub-branches will have to forgo income, or just defer rent receipts.
Matters settled by the CEO under delegation for sub-Branches were noted.
The Board approved four life memberships.
Nomination, Remuneration and Performance Committee
The Board approved the FY20/21 corporate objectives, noting the budget was only approved at this meeting, and the status of the strategic plan. The annual process to review the CEO’s performance was agreed.
Audit and Risk Committee
The Committee recommended that the Financial Statements be approved and introduced the auditors. (See above under Budget and Business Performance)
The Board noted the Committee’s concerns about misinformation about the status of ANZAC House’s finances being circulated via a sub-Branch president’s newsletter, and agreed with the Committee’s response, particularly noting the Auditor’s report tabled at this meeting which expressed full confidence in the solvency of RSL NSW.
The auditor noted that the financial management and record keeping systems in RSL NSW are better than most compared to other charities they audit. This, together with the efforts of the finance team, allowed them to complete the audit on time despite challenges from working remotely due to COVID-19.
The Board noted the Committee’s intention to assess the proposed reserves policy before it is presented to the Board in October.
The updated WH&S Policy (ANZAC House including Hyde Park Inn) was approved. Directors noted their concerns about accountability for all sub-Branches. The CEO advised that this would be addressed by the proposed assurance statements from sub-Branch executives and trustees. (particularly noting several sub-branches have employees.)
The Updated Delegation Matrix was approved.
Code of Conduct
The updated Code of Conduct and Ethics (ANZAC House and Hyde Park Inn) was approved. The Board noted that the League-wide requirement would be addressed via the strategic plan.
Membership Fees Subsidisation
After clarifying any conflicts of interest and considering the ACNC’s position, the Board resolved that sub-Branches cannot subsidise membership fees unless it is for a member who is in financial distress. This will be implemented through an amendment to SOP1 which will include a definition of ‘financial distress.’
The director who is an RSL WBI trustee noted that at recent trustee meeting it was noted that the RSL DefenceCare move to RSL LifeCare has been successful and the core functions continue to deliver the charitable purpose.
The October meeting will be the held face to face in Sydney and will be combined with a risk workshop.
Chair, Board of Directors