Board Communiqué for 30 July 2021

The Board met via Teams video conference, commencing at 8.45am.  Due respects were made to the fallen.

Impact of COVID 19

The Board acknowledged the impacts of the lockdown in NSW on members and the wider veteran community, especially vulnerable veterans, and their families.  The directors appreciated the important role of sub-branches and their active members reaching out to impacted veterans and families.  This assistance is vital and reflects what the RSL stands for.

The CFO informed the Board that the lockdown in Sydney has had a significant impact on Hyde Park Inn Revenue.  Fortunately, while all public bookings have essentially ceased, ANZAC House has been able to extend the Link2Home (Homeless program) contract with the Department of Communities & Justice, housing homeless people at Hyde Park Inn and seek additional funding support from the Government.  However, while this helps cover fixed costs the updated revenue forecast predicts an additional $1.9 m potential loss of revenue this financial year.

The Board noted financial modelling (including cost reductions) and agreed to manage the risks in a prudent way by imposing a pause on the implementation of the Strategic Plan.  It was further noted that this was sub-optimal, and the Board asked the CEO to prioritise the implementation of the funding model so progress can be resumed as soon as possible.  The situation will be formally reviewed at the next meeting.

President’s Report 

The President briefed the board on his observations and member feedback from his extensive travels, phone calls and video conference meetings around the State.  Areas of interest included:

• The critical importance of supporting members and veterans with respect to the Royal Commission.  He advised that RSL National will establish an ‘office’ to enable the RSL to respond to all matters as they arise during the Commission’s hearings and effectively communicate to the public and members; and through State Branches, provide support to impacted veterans and families.
• As noted above, the President is encouraging all sub-Branches to reach out to members and the wider veteran community and support those in need during Covid.  The President noted the increasing services delivered through Veterans Services at RSL LifeCare (Encompassing RSL DefenceCare), including immediate financial assistance, counselling, housing support and employment support.  Generous sub-Branch donations are making this vital support possible, and the Board thanked sub-Branches for this.
• Other strategic issues were raised and discussed including concerns about training and support to sub-Branch executives, and the importance of this in the Strategic Plan. The Board noted that a new Risk and Compliance officer had started work with RSL NSW this week and that he would work on designing training programs for the Sub-Branch executives. The issue of the Afghan Interpreters and other advocacy positions were raised and discussed.

Strategic Matters for Decision

Appointment of Investment Manager

The Chair welcomed Mr David Murray (Former CEO Commonwealth Bank and Chair of Australia’s Future Fund) and Mr John Peacocke (strategic investment expert) to the meeting, in their roles as advisors to RSL NSW about the Investment Management model. She also acknowledged the contribution of the CFO and Mr Geoff Green (Forestville sub-Branch.) The Board noted the exhaustive and detailed procurement process that had been gone through to find a suitable Investment Manager and agreed to appoint a preferred supplier.

The Board noted that this supplier will provide many sub-Branches with an opportunity to invest their funds at a significantly discounted management fee, whilst ensuring that the sub-Branches maintain individual ownership and control of their invested assets. The Board noted the opportunity for a significant uplift in sub-Branch earnings and reduced load on sub-Branch executives and trustees for sub-Branches which choose to invest with the Investment Manager.  The CEO was delegated authority to settle commercial arrangements with the preferred supplier and inform the membership once settled so implementation can commence forthwith. The Board also noted that further work on the second part of the model, the ‘Contribution Pool’, needs to be progressed as a priority.

RSL National

The National Board Chair, David Nathan and National President joined the meeting to discuss matters arising from the recent National Board meeting.

CEO’s Report 

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

Five Year Financial Plan

The Board endorsed for detailed financial modelling three options for the Five-Year Financial Plan, aligned to the strategic direction.  The outcome of the modelling is to be presented at the September meeting.

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, (notably negotiating a memorandum of understanding with the RSL and Services Clubs Association and Clubs NSW; the establishment of veteran wellbeing centres; development of a Services Catalogue; design and implementation of a funding model, and changes to the membership application process (on-line application and free membership from 1 January 2022). The Board also noted the imposed pause because of the financial impact of the pandemic.

Enforceable Undertaking (EU)

The CEO tabled a copy of the final formal report to the ACNC. A copy will be provided in the members’ suite on the website. The ACNC have advised that the EU’s conditions will continue to be monitored.

Merger of NSW Legion into RSL NSW

The Board agreed to enter an MOU to facilitate the merger of the NSW Legion into the RSL.  This proposed merger aligns with the Strategic Plan, and the reduction in the number of ESOs and veterans’ organisations.

Temporary Veterans Centres – Wagga Wagga and Sydney CBD 

Aligned with Strategic Plan initiative 4.3, the Board agreed to facilitate and support the establishment of an interim veterans’ wellbeing centre in Wagga to service the wider Riverina community.  The Centre will be operated by the RSL’s service delivery arm, RSL LifeCare Ltd who have committed funding and to working with the wider community in Wagga, including Pro Patria Ltd, to deliver the services the Riverina veterans’ community are seeking.

The centre will be in an interim premise while the RSL continues to advocate for Federal Government’s funding support to establish a permanent centre under the national Veteran Wellbeing Centres Program.  A full and detailed announcement will be made after consultation with major stakeholders.  The proposal for a centre in the Sydney CBD has been delayed because the sub-Branch involved has not been able to meet as planned. Development of the proposals for the other centres continues.

District Rationalisation Project

Under Strategic Plan initiative 5.11, the Board agreed to appoint an Independent Chair for the District Rationalisation Steering Committee and noted the Terms of Reference. The CEO will advise the DPC of the appointment and set up of the first meeting.

Congress 2021

The Board considered a detailed brief on the impact of the pandemic and the current Congress schedule.  To mitigate the current risks the Board approved some changes to the plan for congress including dates.  The new dates will be 6-7 Dec and delegates only.  A detailed communication will be issued as soon as possible.

2021 Annual General Meeting Board Resolutions (Returning Officer/Membership Register/Venue 2022)

The Board appointed Jeff O’Brien to be Returning Officer at the AGM and agreed to adjust the closing date for Congress items because of the impact of the pandemic and the change of date of Congress.

Director Vacancies

The Board noted the resignation of Clinton Grose and resolved to fill the additional casual vacancy on the Board.  The Chair of the Nomination, Remuneration and Performance committee outlined the deliberations of the selection committee (which included two members of the District President’s Council), which had interviewed five candidates from the 31 applications for the position. He noted the significant skills and experience of the applicants and how pleasing it was to see so many applications, particularly given that the RSL NSW Directors are not paid. The selection committee made a recommendation to appoint two director candidates. The committee’s recommendation will be formally provided to the Board for endorsement prior to seeking the DPC’s approval to make the appointments.

National Veterans Advisory Committee

David McCann was appointed to be the RSL NSW representative, replacing Clinton Grose.

Committee Reports

Audit and Risk Committee 

Two new independent members were appointed to the Committee after a formal recruitment and interview process. The new members are highly credentialled and experienced people to complement the current directors.

The Risk, WH&S and Whistle-Blower reports were received and reviewed.

Selections Committee 

The Board approved five recommendations for Life Membership, one auxiliary life membership, one 75 Year Certificate and two Meritorious Service Medals.

Nominations Remuneration & Performance Committee 

The report and minutes were received and the recommendations for FY 21/22 Corporate Objectives accepted, subject to a further clarification around objectives for sub-Branch support and development. The Board also approved the CEO remuneration for the next year.

Veteran Services & Policy Committee 

The report and minutes were received and accepted.  The Board noted the progress on pursuing several policy initiatives now the Policy and Advocacy Officer has commenced.  There was discussion on providing the Public Position Statements prepared by the Committee on the website, subject to review, noting many positions were publicly known through press releases.

ANZAC House Trust

The Board noted the move to the new temporary ANZAC House (Level 11, 175 Pitt Street from 24 August) and the intention to rebuild the Trust’s capital as the rent obligation would reduce by almost two thirds.  The Board noted the intent to keep exploring options for a future permanent ANZAC House.

Congress Agenda Committee

The Board noted progress with agenda items including the proposed revised Constitution, which incorporates proposals from the 2020 Congress which is on the website for all sub-Branches and members to access.

RSL LifeCare

The Board received the Corporate Member’s report and approved the RSL LifeCare director’s remuneration pool. The Board noted that many members do not realise that RSL NSW directors are not remunerated.

Tribunal Matters 

Several matters were considered by the Board.  Two matters were referred to the Tribunal.  One matter requires further investigation.  Recommendations from the Tribunal were upheld.  The Board noted the need to expedite the Code of Conduct, which is on pause under the Operational Plan.

Sub-Branch and Member Matters

Matters approved under the CEO’s delegation were noted.

Day Clubs 

The Board approved (aligned to Strategic Plan 4.6) the continuation of Day Clubs.  The Board asked for greater reporting on performance (participation) in Day Clubs in the Business Performance Report.

Lessons Learned from Commemorations

The Board considered the paper on ‘lessons learned’ from ANZAC Day this year, particularly the march.

Memberships

The Board delegated to the CEO, the powers under Appendix B Item 7 of the Constitution regarding membership category.

Chapters

The Board approved Urbenville sub-Branch becoming a Chapter of Kyogle sub-Branch.

Other Matters

Property The Board noted the progress of property transactions, including the sale of the Concord club premises that has been delayed because of the lockdown restrictions not allowing inspections.

Key Board Correspondence

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

Future Meetings 

The meeting closed at 4.10 pm.  The next meeting is scheduled for Monday 27 September 2021.