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.
 

GOVERNANCE PLAN UPDATE

The Governance Plan has been developed to guide the way to a stronger future governance structure. It incorporates several other bodies of work, including substantial projects such as the RSL Good Governance Guide and the delivery of a new Constitution for RSL Queensland to implement a skills-based Board.
 
The plan was accepted by both Management and the Board in November 2017, at which point it was provided to the Australian Charities and Not-for-profits Commission (ACNC). The ACNC Directions Notice now requires RSL Queensland to complete the plan as submitted.
 
The overall plan is extremely detailed; however, the following is a high-level overview so members remain fully informed. 
 
Firstly the plan called for the establishment of a regular reporting and updating structure from RSL Queensland to the ACNC. This was completed in 2017 and is followed on a bi-monthly basis.
 
The plan then dealt with historic reviews and encompassed finalising RSL Queensland’s views on previous credit card expenditure, acquitting previous out of pocket expenses and applying for a private binding ruling from the ATO. 
 
The second half of the plan is forward facing and deals with the development of strong and robust governance structures for RSL Queensland. The plan requires the co-generation of RSL Queensland’s strategic direction between the Board and Management (that being the direction of RSL Queensland, not the broader League). This enables a strategic direction to be set and communicated widely with members, providing a set of objectives for the organisation to deliver against. It also includes the continued development of advanced financial reporting systems and enterprise risk management platforms to ensure the day-to-day operations of RSL Queensland are best practice and deliver transparent charitable reporting.
 
The plan also calls for the appointment of a Governance Manager and professional Company Secretary to ensure a full time, professionally qualified governance expert is available to deliver the key aspects of the plan. One of the key tasks for the Governance Manager was drafting and delivering the Good Governance Guide, which is the system of governance to be used throughout RSL Queensland. Available on our website, the Good Governance Guide ensures transparency to members, donors and the general public.
 
Finally, the plan calls for the evolution of the governance structure of RSL Queensland, ensuring the role of the Board and Directors is best practice. This includes the re-drafting of the Constitution to enable a skills based Board.
 
Substantial effort and resources have been put into facilitating delivery of the plan during a period of rapid transformation, while we continue to ensure we support a growing number of veterans and their families.
 
I look forward to providing you with further regular updates via RSL News and the RSL Runner.
 
Luke Traini
Chief Executive Officer 

 

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 Good Governance Guide and 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 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

The Board Resources and Expenditure Policy details the scope and limitations of RSL (Qld) Director entitlements and resources as they relate to the fulfillment of their Directors’ duties.

The Director Resource and Expenditure Guidelines at Appendix A  of the Board Resources and Expenditure Policy shall be approved by the membership at each Annual General Meeting (AGM).

Below is the proposed Notice of Motion for the 2018 AGM for approval of the Director Resource and Expenditure Guidelines by the membership:
Director Resource and Expenditure Guidelines

Moved by: RSL (Qld) Board

Seconded:
“That the membership of the Returned & Services League of Australia (Queensland Branch) approve the Director Resource and Expenditure Guidelines.”

Rationale:
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. 

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. 

SUB-BRANCH FINANCE & GOVERNANCE TEAM 

The RSL Queensland Sub-Branch Finance & Governance Team helps Sub Branches remain vibrant contributors to their local communities while adhering to taxation and charities requirements under legislation.

A Sub Branch Finance and Governance Program Manager is currently being appointed to lead the team and grow the services offered to help reduce Sub Branches’ administrative compliance and enable them to focus on their financial sustainability of Sub Branches, particularly in regional areas.

Policies on Out of Pocket Expenses (OPEs) and Honorariums have also been developed to assist Sub Branches.