Governance

Governance

INTRODUCTION

Governance and compliance are vital if RSL Queensland is to continue to evolve into a modern and well-run charity that effectively supports our Defence family.

Since June 2015, RSL Queensland has been undergoing a process of transformation, which has included a wholesale review of our governance systems.

RSL Queensland’s governance structure aims to ensure the League complies with relevant legislation and meets the expectations of our members, regulators, veterans and their families, and the public. It also promotes accountable decision-making processes and enables good corporate practice in the daily delivery of advocacy and support for the Queensland veteran community.
 

ACNC RULING

In March 2018, RSL Queensland received the formal outcome of a year-long Australian Charities and Not-for-Profits Commission (ACNC) investigation, which identified breaches of RSL Queensland’s governance obligations under ACNC legislation. RSL Queensland was issued a Directions Notice, which compels RSL Queensland to undertake specific actions within a set period. Failure to comply with a direction is an offence and may result in further regulatory action.
RSL Queensland has accepted all the directions issued by the ACNC and the Board has unanimously committed to implementing our Governance Plan and agreeing to independent, third party assurance of governance processes over the next 12 months.

We have been working collaboratively with the ACNC over the past year to implement a range of improvements to our corporate governance and compliance processes. There is still work to be done but we have already made progress in many areas.

We have already improved our financial systems through the broader transformation program commenced in 2015 and the handling of out of pocket expenses through a credit card system of acquittals, appointed a dedicated Corporate Governance Manager and professional Company Secretary, and developed a range of Board policies to guide and improve our governance position moving forward.
 

CONSTITUTION 2018

In 2017, RSL Queensland engaged Deloitte to make recommendations about how we could improve our corporate governance. Deloitte’s final report has provided the basis for the Board to finalise a new draft Constitution.
 

THE BOARD

Under the current Constitution, the Board's role is to provide strategic direction to assist RSL Queensland to meet its core objective of ensuring all current and former ADF personnel and their families receive the support they need. The Board carries out its duties in accordance with RSL Queensland’s eight Objects and with regard to the interests of members, stakeholders, volunteers, staff and the broader community.

The Board Charter sets out the functions, key responsibilities, and main operating mechanism of the Board and clarifies Board and management accountabilities for RSL Queensland’s strategic direction and performance.
The Board's primary role is to govern, with the day to day management of the organisation delegated to the CEO, Executive Management Team and staff through a clear CEO Delegations Policy. 

Board Composition

The Board comprises three executive positions that are elected by members at the AGM, 10 District Presidents representing the 10 Districts and 245 Sub Branches and up to three skills-based positions. The Constitution provides the Board the ability to appoint these three skills based roles and form sub-committees as required. 

    
Policies and Obligations
Each new Director upon appointment receives a Volunteer Engagement Agreement, setting out the terms of volunteer appointment and relevant obligations. These include compl

Obligations

On appointment, each new Director receives a Volunteer Engagement Agreement, setting out the terms of their appointment and relevant obligations. These include compliance requirements to the ACNC as well as RSL Queensland’s Constitution and By-Laws in furtherance of the League's Objects. All Directors also receive a Deed of Access and Indemnity and are covered by the RSL Queensland's Director and Officer's (D&O) insurance policy. 

Resources

Board members are provided with access to a range of resources to enable them to fulfil their volunteer directorship roles for RSL Queensland. The members vote annually to approve Director resources and expenditure. Approved Director resources and expenditure are published on RSL Queensland’s website.
The items below are current and valid as per the Board meeting held on Monday 26 June 2017 and include: 

• Mobile phone and laptop on appointment
• RSL credit card
• Business attire for representational duties
• Use of an RSL vehicle
• Membership to either Australian Institute of Company Directors (AICD) OR the Australian Institute of Management (AIM)
• Membership to one airline lounge
• Travel expenses directly related to RSL Queensland business
• RSL Queensland Director’s partner may attend two functions per annum (State Congress and Board Christmas Party) or if invited to an official function
• Any Fringe Benefits Tax (FBT) payable on the provision of resources

Notes to Director Resources

• Credit cards have a maximum limit of $2,000 (or $5,000 for the Board Executive) and must be used either in the provision of emergency welfare or relief of necessitous circumstances for veterans, or for the coverage of valid expenses incurred directly in the conduct of the role of being a volunteer Director of RSL Queensland.
• Receipts are required for every transaction and are reviewed and approved through a two-stage process.
• Any FBT incurred in the provision of resources to individual RSL Queensland volunteer Directors is paid by RSL Queensland. 

Code of Conduct and Ethics

In addition to their legal Director duties, volunteer Board members are expected to observe the highest standards of ethics, integrity and behaviour during the course of their appointment. They are subject to RSL Queensland's Board Code of Conduct, Conflict of Interest Policy, Whistleblower Policy and Fraud, Bribery and Corruption Policy.