Board Communiqué for 27 September 2021

The Board met via Teams video conference, commencing at 8.45am.  Due respects were made to the fallen.  The Chair welcomed the two new directors, Louise Sullivan, and Jason Hazell.

Impact of COVID 19

The Board acknowledged the ongoing impact of Covid-19 restrictions on operations but noted that sub-Branches continue to reach out and support members and other veterans in need.  The Board further noted that the Royal Commission into Defence and Veteran Suicide is about to commence and identified the important role the RSL will have during this inquiry, responding to matters raised, and critically supporting impacted veterans and their families.

President’s Report

The President briefed the Board on his observations and member feedback from his extensive phone and video calls around the State.  Areas of interest included:

• Concerns raised about new director appointments with respect to lack of experience at sub-Branch level and knowledge of the members. However, he advised he explained to those concerned that the Board post-Bergin inquiry has become a governing, not representative body, which is a challenge for member-based organisations and reinforced that the Constitution makes the DPC the main channel for member’s issues to be raised to the Board. However, it was agreed that directors should where possible attend SB and DC meetings to listen firsthand and this will commence as soon as practicable.
• There is strong support for the Strategic Plan amongst members, but members are still seeking more details about the funding model. The Board noted that while detailed papers have gone out for consultation through District Councils, with sub-Branches not meeting, there is little opportunity for deep consultations with members at meetings.
• A meeting with the Governor of NSW which provided an opportunity to update her on Congress plans and the impact of Covid on our members and the suspension of Commemorative services (face-to-face).
• A meeting was attended by the President, Chair, CEO, and Head of Legal with the new NSW Minister on 21 September 2021 in relation to RSL NSW Act amendments concerning stamp duty exemption for those sub-Branches wishing to incorporate. She has requested a further meeting to fully understand the requirements. However, the Board noted that this does not delay sub-Branches wishing to incorporate which do not have property holdings although the final version of the SOP has not been released.

RSL National

The President updated the Board on RSL Australia including:

The RSL Australia AGM was held.  Audited Financial Statements were adopted, and the Annual Report approved.  There was only one amendment to the RSL Australia Constitution, being that a CEO is replacing the General Manager.

RSL Australia Monthly Meeting:

• A discussion about RSL Australia’s failure to acquire AIMG (Veteran Sport Australia), leading to the establishment of another ESO.
• Agreement that, regarding the Royal Commission, there would be one combined RSL submission, covering any State submissions, including NSW’s.
• The RSL Australia Board approved a new National protocol for Commemorations to be led by a National Commemoration team.
• The Board agreed to lobby DVA regarding the ATDP.
• The National Board agreed to RSL NSW’s position on DFRDB and agreed to support a position to protect DFRDB entitlements.
• Agreed to NSW position to lobby DVA for a minimum of six weeks to consult on policy matters with Branches.
• Survey provider – approved.  Intention is to survey veterans for their needs per the National Strategic Plan.
• All NSW MSMs, Life memberships, and Auxiliary Life Memberships were approved.

Strategic Matters for Decision

• Conflict of Interest Policy – The Board considered the members’ feedback through the DPC and directly from the Chair of the DPC on the Conflict-of-Interest policy. The Board resolved to suspend the Policy forthwith and review the situation again after an accredited (by CEO RSL NSW) comprehensive training and education regime is delivered to all sub-Branch executive office holders, with priority to those holding dual roles.  The Board also requested that a specific Circular be sent to members to ensure this decision is effectively communicated across all sub-Branches.
• Fundraising – The Board noted the report from the Fundraising Working Group, with several priorities including ways to better support sub-Branch volunteers and their auxiliaries in their fundraising activities.
• Young Veterans Committee – The Board approved a proposal to establish a young veterans committee. The approved Charter will be added to the website.  The role of the Committee is to advise the Board on ways to attract and retain younger veterans to the League, and effectively deliver support to younger veterans.
• Membership fees – The Board formalised the Strategic Plan’s intention for no membership fees from 2022. The Board noted concerns from some sub-Branches and the requirement for further training on the ‘Portal’ to manage sub-Branch members, including renewals. The Board also noted that sub-Branches who rely on receiving a portion of membership fees to support their activities would be able to apply to the Support and Assistance Fund for financial support once they no longer receive membership fees.
• Congress 2021 – Considering the latest health and NSW Government advice and risks, the Board resolved to make 2021 Congress virtual, over two days. A detailed Circular will be issued, particularly to articulate how all sub-Branches will be able to participate.

CEO’s Report

The CEO discussed the following issues and actions were taken as follows:

• Financial Statements – RSL NSW’s Auditors, EY, attended the meeting. An unqualified audit opinion was provided.  FY 20/21 reported a net surplus of $8m, due to a positive property revaluation at 262 Castlereagh St of $11m, meaning an overall operating deficit of $3m.  This deficit was due to the lost revenue (and decline in profit) from the Hyde Park Inn due to the significant impact of the pandemic.  The Board acknowledged the quality of the work by the CFO and her team.
  
• Strategic Plan – The Board noted the progress in establishing the project management office to oversee the projects under the Strategic Plan, and the initiatives that are already underway despite the pause in funding imposed from July. These include efforts to establish veteran wellbeing centres; the development of the Services Catalogue at a national level in cooperation with all State Branches; the design and implementation of a funding model, and changes to the membership application process (on-line application and free membership from 1 January 2022), and the upgraded website.
• Finance Report – The ongoing pandemic is having an ongoing impact on income. The CFO noted that the liquidity afforded by the $3.3m option fee from the sale of the Hyde Park Inn, received annually until the sale settles is critical in managing the impact of lost revenue from the Hyde Park Inn, and while the future funding model continues to be developed.
• Veteran Wellbeing Centres – The Board noted progress, particularly in Wagga for the Riverina area where a temporary premises had been identified and recruitment for staff underway. The CBD initiative has been delayed because the supporting sub-Branch has not been able to meet.  For SW Sydney, RSL LifeCare as centre owner/operator must complete necessary due diligence but an announcement is expected soon.
• Sub-Branch Matters – The Board noted the matters approved by the CEO under delegation and approved the proposal for Blayney sub-Branch to become a Chapter of Orange sub-Branch.
• Board Meeting dates and Committees – The Board reviewed Board committee membership. A revised list will be published in the governance section of the website. The Board calendar for 2022 was agreed.
• District Rationalisation Project – The Board noted the Minutes from the Steering Committee, and progress towards establishing a pilot of how the proposed organisation would operate.

District Presidents’ Council Report

Derek Leslie joined the meeting and updated the Board on DPC activities.  He noted that the majority of DPC members want to focus on the positivity related to actions contained in the Strategic Plan that will enable RSL NSW to grow and prosper, rather than be distracted by governance issues.  He noted DPC support for the proposed Part 2 of the ‘pooled’ funding model, the ‘Veteran Support Fund,’ and the proposed young veterans committee. He also noted the continued concerns raised about the conflict-of-interest policy and noted the Board’s intention to review the policy.

Committee Reports

• Audit and Risk Committee – Two new independent members attended their first meeting. Matters were noted by the Board.
• Selections Committee – The Board approved three recommendations for Life Membership and approved one 75 Year Certificate.
• Australian Forces Overseas Funds (AFOF) – The Board noted the management committee’s report, and review process to ensure no overlap with National AFOF. The Board noted the request to bring forward the RSL NSW’s Strategic Plan’s initiative around coordinated engagement with ADF bases in NSW.
• ANZAC House Trust –The Board noted that the move of ANZAC House to the new temporary premises at Level 11, 175 Pitt Street was completed. The cost to the Trust has been significantly reduced, and the Trust’s Board of Management is now focussed on finding a permanent location and investing with the newly appointed RSL NSW aggregated investment management firm once commercial arrangements are settled.
• RSL & Services Clubs Association – The Board welcomed the Chair and CEO of the Association, noted that the CEO would shortly be retiring and thanked him for his considerable work to support veterans and RSL NSW over his time at the Association. They discussed further development of the important relationship between clubs and sub-Branches. There was discussion about the many ways in which RSL Clubs already support RSL NSW and its sub-Branches, and ways in which they could be encouraged to expand that support. There was also a discussion about actions related to properties still owned by sub-Branches.

RSL LifeCare – The Board received the Corporate Member’s report and noted that RSL LIfecare is in the process of recruiting two new members for its Board.

Tribunal Matters – There were no matters presented for consideration.

Other Matters

Key Board Correspondence – The Board noted 81 items of correspondence and matters responded to by the CEO under direction.

Appointment of Independent Board Members

The Board noted that the term of the two independent Board members, David Bell and Sophie Ray, would expire on 31 December 2021. The Board agreed that the Nominations & Remuneration Committee, led by John Hutcheson, would review the appointment of independent Board members requirements contained in the RSL NSW Constitution and relevant NSW Act and make a recommendation to the Board on next steps, subject to District President’s endorsement.

Future Meetings

The meeting closed at 4.10 pm.  The next meeting is scheduled for Friday 26 November 2021.

Extra-ordinary Meeting – Five Year Financial Plan

The Board considered a brief and recommendation on options for financial plans to support the five-year outlook based on the Strategic Plan.  Options were modelled, underpinned by agreed assumptions, and were assured independently by PwC.

The Board, noting the risk assessment, agreed to the option that best realised RSL NSW’s vision.  This option requires the successful implementation of the funding model, and all sub-Branches working towards delivering the vision for the future of the RSL in NSW.  In making this decision the Board agreed to lift the suspension of funding for the Strategic Plan.