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How CHOICE is run


How CHOICE is run

CHOICE is the public face of the Australian Consumers' Association, a nonprofit company limited by guarantee. We operate under a constitution, with an independent, skills-based Board that is responsible for the governance of the company.

Read more about:

Key governance documents

Annual Review 2020-21 cover outline

Download the Annual Review as a PDF (2MB)

Accessible (screen reader-friendly): read the text version below.

The year in review

Co-chairs and CEO report

We demonstrated the value of CHOICE as people needed us more than ever

(Images: Chair Anita Tang, Deputy Chair Robert Southerton and CHOICE CEO Alan Kirkland.)

It's impossible to talk about the last year without reflecting upon the impacts of COVID-19. As we entered 2020–21, the country had just emerged from the first wave of COVID infections and as we ended it, Sydney was facing a rise in cases that would have impacts across the country.

While CHOICE has always supported consumers through challenging periods, the impacts of COVID-19 were unprecedented. Many consumers lost work or income, parliament's normal work was interrupted, supply chains were disrupted and we, like everyone, had to find new ways of working.

While these terrible circumstances are the backdrop for this report, they don't set the tone of it. Early in the pandemic, it became clear that people needed CHOICE more than ever, with new challenges arising from public health measures and increased financial vulnerability, so we shifted our focus to helping people where they needed us the most. We're pleased to report that this unrelenting focus on our purpose allowed CHOICE to emerge from 2020–21 even more resilient and adaptable.

Protecting and advocating for consumers

Our most important role is always to ensure that governments make markets safe and that businesses treat customers fairly. This was even more important as COVID-19 created demand for new products and many people faced financial hardship.

Much of our work required us to respond rapidly to COVID-19, as we fought successfully for a new standard for hand sanitiser and for health insurers to treat their customers fairly in a time when many could not get full value from their insurance. We also maintained pressure on banks to provide fair treatment to people in financial hardship.

We continued work on existing priorities, pushing the federal government to finish implementing the reforms recommended by the banking royal commission and, through our partnership with Super Consumers Australia, calling for a historic overhaul of superannuation laws to stop people getting trapped in poorly performing funds.

The pandemic also created threats to some previous reforms, as the federal government attempted to unwind safe lending laws that had been introduced after the global financial crisis. CHOICE banded together with a broad coalition of consumer and community groups to call upon the Senate to protect these laws – and as at the date of this report, the government has been unable to get its changes through parliament.

Our members and supporters were crucial to all of this advocacy and campaigning, writing to parliamentarians, signing petitions and sharing personal stories of their experiences with banks and timeshare schemes, reinforcing our role as an organisation that works with, as well as for consumers.

(Graphic): More royal commission recommendations become law. "Alongside other consumer advocacy groups, CHOICE has been fighting for reforms like this for decades, so it's great to see these recommendations finally become law." – Patrick Veyret, CHOICE banking policy adviser (End of graphic.)

Membership

While being a member of CHOICE has always been about much more than product reviews, they played an important role in attracting new people to membership in 2020–21, as people spent more time at home and did more of their shopping online. As well as testing staples like dishwashers and televisions, we responded to increased interest in products like air fryers and webcams.

We also worked to broaden the ways that members engage with CHOICE, encouraging more people to support our advocacy work, provide case studies for our investigations or help other consumers through our online forum, CHOICE.Community.

To encourage new and existing members to stay with CHOICE, we improved our regular email programs and made it easier for people to manage their membership online.

We also continued to grow our fundraising program, testing a range of new ways for people to donate to increase our impact.

Together, these changes helped us to grow CHOICE membership from 180,667 to 196,493 – an 8.7% increase across the year, taking it to the highest level since 2009. Besides improving our financial sustainability, this makes CHOICE an even stronger force for change.

Financial outcomes

As reported on page 14, we delivered on our commitment to return CHOICE to a surplus after four years of investment in the organisation through planned deficits. While the pandemic affected income from our CHOICE Recommended licensing scheme and testing for external clients, growth in membership more than made up for that, allowing us to grow revenue by 4.3%. General operating expenses grew by only 0.7%, allowing us to deliver a surplus of $0.26m (excluding expenses relating to a travel grant received in an earlier year).

These results ensured that CHOICE ended the year with a healthy level of cash reserves, putting us in a good position to respond to what is likely to be a further period of uncertainty in 2021–22.

Effective governance

At the 2020 AGM, we bid farewell to our Chair, Sandra Davey. Over eight years on the Board, three of them as Chair, Sandra had helped to guide us through an important period in growing our digital capabilities. This work turned out to be critical to our ability to grow membership in 2020–21, for which we are all grateful.

Anita and Robert replaced Sandra, formally filling the roles of Chair and Deputy Chair but sharing Board leadership responsibilities equally in an informal co-chairing relationship. Having seen the effectiveness of this type of arrangement, the Board determined to propose a constitutional change to the 2021 AGM, to allow for a more formal co-chairing arrangement in the future.

The Chair of our Finance, Risk and Audit Committee Helen Wiseman, who was well known to voting members from her helpful and transparent reporting on financial performance, also stepped down at the 2020 AGM. Helen helped to guide our financial strategy through our four years of planned deficits and her unique approach to explaining financial results was greatly appreciated by the Board and many voting members who attended AGMs. Samantha Challinor replaced Helen after being appointed to a casual vacancy. Samantha brings strong experience in financial and risk management from roles in governance with other not for profit organisations.

There was strong interest in the three positions elected in the lead-up to the 2020 AGM, with 19 nominations. After an assessment by the Nominations Committee, five candidates proceeded to election. Board member Alex Kelly was re-elected and new members Kat George and Fiona Jolly joined the Board. Kat and Fiona bring a diverse range of experience across public policy and governance and have already made valuable contributions to our thinking.

Future strategy

As we enter 2021–22, we do so with a new strategy to guide our work over the next three years. Setting strategy is one of the Board's most important roles, so this was our major focus through the first part of 2021, as we worked with the management team to understand the key external forces affecting CHOICE and how best to respond to them.

The strategy that emerged from this process has three key goals:

1. We drive big changes and more people know us for it – This will see us seek to achieve change in new areas of importance for consumers, especially in services markets. We also want to continue to respond rapidly to emerging events, as we have done in response to bushfires and the COVID-19 pandemic over the past few years.

2. Our membership is larger and more engaged – We recognise that membership growth is our key strategy for securing the organisation's sustainability and increasing our impact. We'll do this by finding new ways to attract and help members alongside our product testing work, and by encouraging more people to be involved in our campaigns, research and investigations.

3. We are an organisation that people want to support and work for – We want CHOICE to be a role model for other organisations, so will focus on improving the diversity of our workforce, building an effective and collaborative culture, and applying an ethical and sustainable lens to the way that we operate as an organisation.

While the environment in which CHOICE operates will continue to be unpredictable, we are confident that we've built a stronger organisation through 2020–21 and that our new strategy sets us up to have an even greater impact over the next three years. 

(Graphic):Why are fund mergers good for members?

If your super fund is merging: Look out for a 'significant event' notice from your fund; Check your fun's fees, performance and insurance; Consider consolidating any extra accounts via MyGov.

Need to know:

  • Super Consumers Australia analysis shows that super fund mergers are benefitting fund members
  • Despite increased merger activity, a 'long tail' of underperforming funds remains largely in place
  • A new yearly performance test for super funds is expected to lead to more mergers and, ultimately, help people retire with higher savings

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Fighting for fairness

Informed by our independent testing, analysis and investigative journalism, we achieved important reforms with long-term benefits for millions of people

(Image: James Sleep, Financial Counselling Australia, Patrick Veyret, CHOICE, Carmel Franklin, Deb Shroot and Rosie Risk, Care Counselling and Consumer Law, and CHOICE CEO Alan Kirkland outside Parliament House.)

The last year presented significant challenges for our work to make markets fairer for consumers, as people needed us to focus on new issues that suddenly mattered in a world of lockdowns and pandemic safety measures.

Examining the reliability of hand sanitiser was an early priority. Our testing and investigations revealed the need for reform, and our advocacy played a big role in pushing the federal government to introduce new rules for how sanitiser is sold and labelled. This will make it easier for people to find products with the minimum amount of alcohol needed to properly protect against viruses.

Advocating in a pandemic also meant looking for where people needed our help most. This led us to work on new issues, including:

  • partnering with the Indigenous Consumer Assistance Network to expose price gouging, especially in remote communities
  • pushing big businesses to be clear and fair when offering support to people in financial hardship, including forcing health insurance companies to publicly disclose and improve hardship policies
  • advocating for superannuation funds to ditch junk terms in their default insurance products that had the effect of excluding many people with reduced hours or casual working arrangements.

We also began work on an area that continued to cause grief for many– difficulties obtaining fair remedies for travel plans that had been cancelled due to COVID-19. We collected nearly 4500 case studies from people who had travel plans cancelled in 2020 or 2021. These stories helped us to develop a report and plan for stronger consumer rights across the travel sector. This report, which was launched early in 2021–22, called for better refund rights, customer service standards and complaints handling, and is available online at choice.com.au/travelreport.

Reforms to help consumers

This year we were forced to not only fight for better laws, but to defend existing protections. In September 2020, the federal government announced that it intended to remove the safe lending protections in the Credit Act. These laws were introduced after the global financial crisis and are used every day by consumer advocates to challenge instances where a bank has lent in a way that has caused harm to a customer. We moved fast to fight against this proposal, in partnership with frontline organisations like Consumer Action, the Financial Rights Legal Centre and Financial Counselling Australia. CHOICE coordinated an open letter, signed by over 125 organisations and 33,000 individuals, met with a broad range of parliamentarians to press the case for retaining safe lending protections, and attracted significant media attention. As at the date of this report, safe lending laws remain, and CHOICE remains committed to defending them.

Other important victories saw the realisation of long-promised reforms. By the end of the year, the federal government had implemented nearly all of the recommendations from the banking royal commission, leading to higher standards in financial advice, insurance and banking. At a state level, Queensland, the ACT and Victoria banned bank marketing programs, such as Dollarmites, from schools, in favour of independent financial literacy programs that help young people learn about banking.

After years of advocacy by CHOICE, the Assistant Treasurer announced an important change to our product safety rules – a new standard for button batteries. Button batteries have caused significant harm to young people and have sadly led to several deaths. Reform was only possible due to years of effort from CHOICE supporters, safety groups like KidSafe, and the brave parents who spoke out after button batteries harmed their families. Special credit goes to Andrea Shoesmith and Allison Rees who both lost daughters to button battery accidents and have tirelessly campaigned to make sure that Australia is the first country in the world with mandatory safety standards for all products containing button batteries.

We helped to build a strong consumer movement through our ongoing partnership with Super Consumers Australia. This specialist organisation has been incubated within CHOICE during its start-up phase and has already helped to achieve incredibly important reforms in the superannuation sector, like an end to costly duplicate accounts and new systems to curb high fees and poor performing funds. The federal government announced new funding for Super Consumers Australia in the 2021 Budget that will allow it to continue to advocate for consumers for at least two more years.

Looking ahead to new issues that matter

Over the next year, you'll start to see CHOICE in new debates that will increasingly shape our lives. We're not giving up the fight on fairer finance or better product safety standards. These issues remain core to our mission. But we're expanding our efforts on two important fronts: environmental issues that affect consumers and the ways that big businesses use (or misuse) consumer data.

On environmental issues, in the past year we pushed insurers to meet minimum standards for home and contents insurance for people facing more frequent and more intense bushfires. Our campaigning and investigations work saw all insurers adopt a baseline standard for bushfire terms in their home and contents policies, giving home owners and tenants peace of mind in case of disaster. We are now working on further reforms to support people facing the impacts of climate change, as well as changes to improve the water efficiency of appliances and make it easier to buy appliances that will last longer through a right to repair.

In the field of data rights, we examined how some large online companies are using consumer data to apply discriminatory pricing. In August 2020 we revealed that dating site Tinder was setting different prices for different groups of Australians – charging older people more than younger people and likely using data like location, sexuality, gender and interests to set prices. Further exploring how data is used against people is a significant focus in our new three-year strategy.

(Graphic)

Can we fix it?

Building a meaningful right to repair for Australia

Australia is late to the right to repair debate – the US and the EU already have some laws in place to make things easier for consumers.

But that means we have a chance to adopt a big-picture solution that covers product design, point-of-sale information, repair processes and intellectual property blockers that stop people getting fair repairs.”

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The numbers – benefits to all consumers:

  • 1.9 million school children will have access to independent financial literacy programs with Dollarmites banned in ACT, Victoria and Queensland.
  • The new button battery standard is expected to prevent four fatalities, up to 423 severe injuries and 8900 emergency presentations over 10 years.
  • Consumers will save $17.9 billion over 10 years through better performing super funds.
  • 850,000 fewer duplicate super accounts will be created every year.
  • Four out of five major health funds now have publicly available hardship policies.
  • All insurers now have minimum levels of insurance cover for fire.

(box ends)

Investigations: Highlights and performance

At CHOICE, we pride ourselves on our tenacious pursuit of those that do the wrong thing by consumers. That sometimes means pursuing issues for many years before we see positive outcomes.

Timeshare is one area that has required this degree of persistence. We have been investigating the industry for many years, sending journalists to observe the sales tactics at timeshare seminars and doing the maths to demonstrate that most schemes aren't good value for money. We have featured a number of heartbreaking stories from people who can't escape schemes they signed up to decades ago, despite being no longer able to afford the ongoing fees. Timeshare operators are also quick to claim that these obligations don't end when a person dies, but instead are passed onto their children, a situation many are desperate to avoid.

In May 2021 we used these years of work, along with a survey of timeshare members, to produce a lengthy investigation and complaint to the Australian Securities and Investments Commission (ASIC), outlining the many issues with the industry. While, as at the date of this report, we were awaiting a formal response from ASIC, we took heart from comments by Deputy Chair Karen Chester to a parliamentary committee in June 2021 indicating that ASIC had put the industry on notice to clean up its act or face increased regulation.

We also turned our minds to new financial products like the rapidly growing buy now, pay later (BNPL) sector. In a three-part series, journalist Jarni Blakkarly outlined the many problems with these products, bringing to light some of the terrible stories of people who have found themselves struggling to get by after taking on too much. This series focused on the fact that these products have been designed to evade being regulated as credit products. As one financial counsellor told us: 'We are seeing BNPL used by people who are under pretty severe financial hardship, because there are no credit checks or the credit checks they do are pretty lax." We will continue to scrutinise this sector as it continues to grow.

Our investigative work is most rewarding where it delivers an immediate outcome, as we saw in our work on Telstra overselling to seniors. This exposed cases like that of Nola – a 91-year-old who was signed up to an internet plan, despite only using a landline and not even owning a computer. Within days we were contacted by Telstra and regulators, keen to help resolve the issues for the individuals whose stories we profiled and to discuss how to stop other customers from suffering similar harm.

More and more, our most effective investigations result from tip-offs and case studies from our supporters, members and the broader community. This demonstrates CHOICE's unique role as an organisation that not only works for the community, but works with people to highlight harm and achieve change.

(Image: 91-year-old Nola Lehninger stands near her landline phone at home. She doesn't use the internet, but Telstra signed her up to a plan regardless.)

(Graphic)

Fifteen things wrong with timeshare schemes

- Getting less and less for your money as the terms of the deal change

- Better deals increasingly on offer outside of timeshare schemes

- Very difficult to book the desired weeks for a holiday

- Pressure sales tactics before and after signing up to a scheme

- Frequent sales calls urging members to upgrade to more weeks

- Pressure to upgrade at sales sessions while at holiday resorts

- Promised deals and entitlements that don't materialise

- Benefits that disappear without consultation

- Steady increase in annual fees

- Tired condition and undesirable locations of some holiday properties

- Total lack of buyers for unwanted timeshare schemes

- Members forced to plan holidays around available weeks

- Point system opaque and difficult to figure out

- Poor customer service

- Members not informed they can't exit schemes

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Working with people to drive change

People power helped us to make Australia a fairer place for consumers

For more than sixty years now, CHOICE has been powered by thousands of consumers banding together to make a difference. In 2020–21, our supporters went above and beyond to help us on some of the toughest challenges we faced, especially as a result of the COVID-19 pandemic.

Sanitiser standards

One of the first challenges to crop up was reliability of hand sanitiser, which had become an essential product for all of us. CHOICE first reported on the hand sanitiser labelling issue in June 2020, when our testing uncovered a product sold by Mosaic Brands that was labelled 75% alcohol. The test revealed it contained just 23%, well below what is needed to be effective against COVID-19.

CHOICE supporters helped us to shine a light on this problem. More than 300 people chipped in to help fund lab testing of dozens of hand sanitiser brands, and another 22,626 added their name to our petition calling for a national labelling standard. The minister listened to our concerns and agreed. Thanks to public pressure, a new standard will require hand sanitiser products to disclose alcohol content on product packaging and include safety warnings.

Seeing off attacks on safe lending

The next unexpected development came when the government announced plans to wind back safe lending laws: essential consumer protections that are there to stop banks trapping people into unaffordable loans.

Removing these crucial consumer protections would hurt families, damage the economy and fly in the face of the very first recommendation of the banking royal commission. Over a six-month period, CHOICE supporters and members took almost a dozen actions to ask members of parliament to stop these changes from happening.

(Graphic)

Sign the open letter to save safe lending

Stop the #debtdisaster

Choice.com.au/safelending

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(Graphic)

Actions to save safe lending

signed our open letter to parliamentarians

6277 emailed senators calling for protections to stay in place

562 chipped in to fund national and state ads

924 shared their stories of mistreatment from banks

(End of graphic)

Working deeply

While having large numbers of people work with us has been crucial to some of the biggest wins we saw in 2020–21, sometimes the deeper work of just a few made all the difference. In May 2021, we submitted a super-complaint to ASIC on the timeshare industry highlighting that, at every stage, consumers report unfair or oppressive practices that are either in breach of the law or fall well below community expectations. This was only possible because 353 CHOICE members chose to share their stories in great detail.

Backed by this evidence, we called on ASIC to take action and prosecute timeshare providers who break the law, and to conduct a wholesale review of the industry.

Thank you

There are dozens of other campaigns that CHOICE members powered over the last twelve months: issues like improvements to insurance definitions, fairness in

finance, and travel industry reform. To all those who got involved – thank you. If you want to see more of this work, visit choice.com.au/campaigns.

Growing our online audiences

Extending our reach through our website and social media 

(Graphic)

Three fridges to avoid buying

These models flunked our fridge lab test

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(Graphic)

Beware dodgy hand sanitiser. Lab test finds 23% alcohol in hand sanitiser bottle labelled as 70% "Air Clean" brand, sold by Mosaic brands – you may have bought this product from: Noni B, Rockmans, Millers, Rivers, Katies, Autograph, W.Lane, Crossroads, Beme. Failed sample was 'Aloe Vera". Item No: 10001525, Barcode: 6972582220197

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(Graphic)

Fry-hard

10 expert tips and tricks every air fryer owner should know

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The more people who visit our website, the more we are able to help through our information and advocacy. Once again, we enjoyed a record-breaking year for visits to choice.com.au.

A key driver of this increase was growth in the number of people who visited after seeing a post on social media, with traffic from this source 68% higher than last year. While most of this came from Facebook, we also grew the number of people engaging with CHOICE through Instagram.

We also worked to make it easier for people to find us via search engines. As people stayed – and shopped – at home, we focused on producing information on the products they were considering. This helped to drive an 18% year-on-year increase in traffic from search engines to home and living pages, an 11% increase to electronics and technology pages and a 3% increase to home improvement pages.

We also made more of our annual Shonky Awards, moving them from October to November. This helped to raise awareness of CHOICE closer to the peak retail sales period of December–January, meaning that we were top of mind for potential members who were seeking trusted advice on the best products to buy.

Articles that highlighted the poorest performing products in some of our key tests proved especially popular. Our series of articles on products to avoid drove over 800,000 visits to choice.com.au. These stories are uniquely CHOICE because our independence and rigorous testing allows us to fearlessly name those products that fail to deliver for consumers.

Investigations into shonky businesses and products – like the hand sanitiser testing highlighted on page 7 – also helped grow the number of people visiting choice.com.au, as did testing that revealed serious safety failings in everyday household goods and products for children and babies.

We also continued to produce articles that helped answer everyday consumer questions and provided tips on topics as wide-ranging as how to clean a baby car seat and ways to spot a scam website.

As a result of these efforts, overall traffic to choice.com.au grew by 4% in 2020–21, helping to increase awareness of our work and introduce more people to the idea of joining CHOICE.

(Graphic)

CHOICE Shonkys

Spotted any lemons lately?

15th annual CHOICE Shonkys 2020

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Membership

The COVID-19 pandemic highlighted the importance of information you can trust

During times of crisis people turn to those they trust the most for the essentials – national broadcasters, scientists and, curiously but perhaps understandably, supermarkets. We were pleased to see people think about CHOICE in the same way over the last year, as they looked for information they could trust on issues as diverse as travel rights, hand sanitiser, air purifiers and health insurance.

As many people lived through lockdowns at various times during the year, we saw big jumps in the number of people shopping online, buying new appliances to help them cook at home and taking on home renovations. We monitored trends on the topics people were searching for and produced tests and articles in response, helping us to attract record numbers of people to choice.com.au and achieve the fastest growth in membership in over a decade. The number of people joining CHOICE was 30% higher in 2020–21 than in the previous year.

We also improved how we helped members by investing in the way we delivered test results and enhancing the experience of being a member.

We made a number of improvements to our online product comparison tool in response to member feedback, ensuring that it continues to be more detailed and easier to use than those on many other comparison sites. This included the introduction of the most asked-for feature from our members – the ability to print out the data on the products you have shortlisted on choice.com.au.

We also made significant improvements behind the scenes to help members better manage their membership and communications online through a new My Account page.

And consistent with our goal of involving more members in our advocacy work, we launched a Consumer Defenders newsletter which highlights our work in defending consumer rights through investigative journalism and advocacy. This is an important part of our goal of ensuring that CHOICE is known not just as a product review organisation, but one that also makes markets work more fairly for all of us.

(Graphic)

As the COVID-19 crisis continues, we're here to help

We're answering your consumer-related questions during this pandemic.

choice.com.au/coronavirus

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At the start of 2020 we had 178,000 members

18 months later, at the end of June 2021, we had 196,493 members

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Become a CHOICE member

'It makes things very easy and saves a lot of time" – Steph

'It's priceless… you can't put a value on it. That's why I'm a member" – Surendran

Buying smarter is just the start of your CHOICE benefits. We give you the tools you need to find the best brands, avoid the duds and get help when things go wrong.

Plus, you'll join a community of 400,000 people supporting a fair deal for all Australians

Become a CHOICE member

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Donations

How member support increases our impact

CHOICE members have always been passionate about the work we do: they want to see a safer and fairer Australia for all consumers. That's why in 2020–21, members and supporters chose to make 3124 donations – big and small – to help keep CHOICE fearlessly independent.

Many of our members chose to give a donation in addition to their membership, or to add a small amount upon joining CHOICE. Each contribution helped to power our core mission: rigorous lab testing, investigative journalism and consumer advocacy for the benefit of all consumers.

Others chose to fund specific campaigns that helped CHOICE to make a difference on issues of importance through 'crowdfunders'.

After discovering misleading claims being made by hand sanitiser companies, over 309 supporters chipped in so that we could test dozens of products being sold across the country. The data from those tests, along with massive public pressure, convinced the federal government to create a mandatory information standard.

Similarly, support from 562 supporters allowed us to run advertisements in capital city newspapers calling for senators to block the government's attempts to remove crucial consumer protections that prevent banks from trapping people into unaffordable loans.

We're grateful to all those CHOICE members and campaign supporters who chose to give in the last year. While donations are not tax-deductible because CHOICE doesn't have deductible gift recipient status, each contribution helps us to make a bigger difference.

If you'd like to make a donation in the year ahead, you can do so by visiting choice.com.au/donate

(Graphic) 

871 contributions to crowdfunders; 3124 donations; 1808 added a small fee to their membership fee 

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CHOICE Recommended

Unlocking the power of CHOICE's independent testing

It has always been part of our purpose to help not just our members but also the broader public, by encouraging the development of better products and services and making it easier for people to find them.

An important way that we do this is through our CHOICE Recommended licensing scheme. Where a product or service exceeds high benchmarks in our independent testing, the manufacturer can enter an agreement with us to use the CHOICE logo in advertising, on packaging or at point of sale. This gives CHOICE control over the way that manufacturers refer to our test results and, most importantly, creates a powerful incentive for businesses to do the right thing by their customers by creating products that are good enough to earn CHOICE recommendation.

Demand for CHOICE Recommended licences shrank significantly in the first part of 2020–21 as manufacturers grappled with the consequences of the global pandemic. Demand recovered somewhat in the second half of the year, as economic activity recovered in some parts of the country. While licensing revenue fell by 16% across the year, it remained our second largest source of income after membership.

(Graphic)

CHOICE tested and recommended

Side by side fridges

Recommended CHOICE February 2021

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Best Brand CHOICE Air conditioners

2018, 2019, 2020

Australia's best air conditioner brand three years in a row

Helping people through independent testing

Expanding into new products and services in response to member feedback

Through 2020–21, we continued to help people through testing household products we are well known for, as well as expanding into new areas in response to member feedback. We developed new tests for food dehydrators, plastic containers, TV hearing aids, webcams and headsets, as well as revisiting pool cleaners for the first time in some years.

As interest in air purifiers grew after the bushfire season of summer 2019–20 and the emergence of COVID-19, we expanded our testing of these products. We found one – the GreenTech PureAir 500 – that performed so poorly it won a spot in our 2020 Shonky Awards.

We also tested hand sanitisers for the first time, finding some that didn't meet the minimum criteria to be effective against COVID-19. Following these findings, the ACCC fined Mosaic Brands $630,000 for making false and misleading representations about some of its products.

Many consumers understandably questioned the value of health insurance during COVID-19, with the public health system proving its worth and many of the services covered by extras insurance unavailable due to public health restrictions. We produced a wide range of articles to help people to make decisions about insurance, including our annual review of the best value policies.

As many people continued to fight for refunds and travel insurance claims as a result of plans that were cancelled due to COVID-19, we directly assisted many members with travel refunds and travel insurance claims via email and our online CHOICE Community, and continued to update the advice in our articles as circumstances changed.

Continuing our interest in product safety, we returned to testing trampolines for the first time in a few years, finding that not much had changed, with very few passing the voluntary safety standard. We also participated in the development of a new standard for button batteries, to protect children from the risk of serious injury or death. The new standard will require better packaging, improved labelling and a coating that makes the buttons taste bitter.

During the year we also achieved National Association of Testing Authorities (NATA) re-accreditation for testing of whitegoods and children's products. This accreditation allows us to generate revenue by testing for external clients, as well as giving the public confidence about the rigour and reliability of our independent testing.

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Only one trampoline out of ten passed all safety tests. One had minor safety issues. Eight others had serious safety issues.

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(Image: CHOICE household expert Chris Barnes examines an air purifier)

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1400 products and services reviewed

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Social and environmental impact

Maintaining our commitment to staff wellbeing, diversity and social and environmental responsibility during COVID-19

(Image: CHOICE staff members Melanie Stopic, Soraya O'Malley, Uli Eichhorn and Nikki Jamett pack food hampers at Addi Road Food Pantry)

Social impact committee

During a particularly tough year for charities and welfare groups, our staff-led social impact committee continued our work in the community, including support for our main charity partners the Women's and Girls' Emergency Centre (WAGEC) and the Fred Hollows Foundation. CHOICE donated almost $100,000 worth of household goods to WAGEC to assist women and children, while an easing of restrictions allowed us to participate in Fred's Big Run in August 2020, raising almost $10,000, and the Walk for WAGEC in May 2021, raising close to $7500.

Paid volunteering leave supported staff to participate in a range of community activities. Some worked at Addi Road Food Pantry packing food hampers for vulnerable communities, our dedicated team of blood donors saved 174 lives through the Australian Red Cross Lifeblood service and Bushcare volunteers planted 150 new seedlings at the site we look after on the Cooks River.

Our staff fundraising activities adapted to encompass virtual events as we moved in and out of health restrictions, with the highlight being an online talent quest that raised $3000 for local homelessness service Loaves & Fishes restaurant at the Exodus Foundation, and WAGEC.

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Climate Active Carbon Neutral Organisation

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Staying carbon neutral

We maintained our commitment to carbon neutral status under the federal government's Climate Active program. While our energy usage was 3% lower than last year, the number of carbon emissions we recorded increased as we improved reporting to include more sources of emissions, such as food and catering, IT equipment and software, office equipment, freight, advertising and business services.

To maintain our carbon neutral status, we purchased carbon offsets for the emissions we couldn't eliminate. Over the next three years, we're committed to reducing our need to rely on offsets to achieve carbon neutral status.

(Image: New seedlings along the Cooks River planted by the CHOICE Bushcare group)

(Image: CHOICE staff on the Walk for WAGEC in May 2021.)

Employee wellbeing

People are fundamental to everything we do, so supporting staff wellbeing is always a priority but this was even more so as we navigated through the pandemic, with most staff working from home for some or all of every week.

We measured staff wellbeing through regular surveys, which helped us to understand the challenges people were facing and how we could best support them. We provided a broad range of supports and activities, including:

  • mental health webinars on topics like resilience and empathy
  • training and appointment of over 20 mental health first aid officers
  • wellbeing check-ins with every employee
  • activities to keep people connected, including online exercise sessions, virtual 'water cooler' meetings and events celebrating specific events such as Reconciliation Week and International Women's Day 2021.

One positive outcome of our response to the pandemic has been our decision to move to a hybrid work model, allowing people to work from home and the office in a flexible way. This has increased wellbeing, with 98% of staff reporting this as something they value.

This focus on employee wellbeing helped us to maintain a high staff engagement score – with an average of 80% across the year.

Diversity and inclusion

We are committed to a diverse and inclusive workforce because we see that as necessary for us to understand and meet the needs of a diverse community. Over the last year we took a number of steps to improve diversity and inclusion at CHOICE, including:

  • starting work on our first Reconciliation Action Plan
  • measuring how staff experience working at CHOICE, including whether managers model inclusive behaviours
  • reimagining our recruitment process to incorporate inclusive advertising and selection techniques
  • implementing a policy that allows staff to substitute gazetted public holidays with days that have more personal meaning to them.

We also measured gender equality through our annual report to the Workplace Gender Equality Agency (WGEA), which demonstrated that two-thirds of our board and 50% of key management personnel were female, and that 50% of all manager promotions went to female staff. 

(Image: A computer screen shows CHOICE staff celebrating International Women's Day 2021 during lockdown via an online meeting.)

Financial results

Realising the benefits of our digital investment

The 2020–21 year represented the first year after a four-year investment strategy that had seen us invest deeply in building the organisation's capabilities in innovation, technology, digital product development, and online campaigning. That investment strategy had involved planned deficit budgets, drawing upon the organisation's cash reserves that had been built through previous years of strong financial performance.

The Board indicated to members that it intended to return the organisation to surplus by June 2021 and that was what we achieved.

Our revenue in 2020–21 increased by 4.3% to $22.96m. In recent years, we have sought to diversify revenue in order to mitigate the risk of our reliance on membership. The general intention of diversification of revenue is to have a range of revenue models that respond differently to economic circumstances and 2020–21 demonstrated this, with a 7.6% increase in membership revenue more than offsetting a 7.1% decrease in revenue from other sources.

Operating expenditure (excluding cost of sales and expenditure against the travel grant mentioned below) increased by $0.15m (0.7%) to $21.17m. The increase largely reflected continued investment in digital product development and innovation. Our investments in these areas were strategically important as they delivered continuous improvements in the way we helped consumers through choice.com.au, which was critical to the growth in website traffic and membership. Some $86,000 (0.4%) of operating expenditure was on activities to help consumers in the travel market, funded by a grant received in an earlier year.

Excluding expenditure against the travel grant, we ended the year with a surplus of $0.26m, which exceeded the target set by the Board. We were pleased with this result given the challenging economic conditions created by the COVID-19 pandemic.

Our cash and investments balance increased by $1.77m (excluding cash used from the travel grant). We ended the year with $11.62m in cash and term deposits, providing a significant buffer over the cash reserves floor set by the Board.

Meet our Board

Anita Tang (Chair)

Anita has a strong background in public policy reform and community organising across a range of social justice and community service areas. She is currently Community Organising Director at the Centre for Australian Progress, building the capacity of civil society for systems change, following five years running her own advocacy and campaigning consultancy supporting NGOs to bring about social change. Her other experience includes more than a decade at Cancer Council NSW where she led the transformation of its advocacy work, and senior roles in the Community Services Commission and the Social Issues Committee of the NSW Legislative Council. She has completed the Leadership, Organizing and Action: Leading Change program through Harvard University, as well as the Stanford Executive Program for Non-Profit Leaders. Anita has served on the Boards of the Council for Intellectual Disability NSW, the Intellectual Disability Rights Service and the Centre for Australian Progress. She is currently Chair of the Board of Democracy in Colour, a racial justice campaigning organisation. She is a long-standing member of CHOICE and while at the Cancer Council, led a number of collaborative projects with CHOICE, including campaigns against junk food advertising to children and the regulation and eventual ban of commercial solariums. Anita joined the Board in March 2017 and was appointed Chair in 2020. She is also Chair of the Impact Committee and a member of the Membership Growth & Engagement Committee

Robert Southerton (Deputy Chair)

Robert is an experienced professional in marketing, digital, analytics and statistics. He has a broad range of experience across IT, telecommunications, finance and biotechnology industries, having worked for companies including BT Financial Group, ING Direct and Unwired. He has a strong interest in data-driven decision making, and holds qualifications in statistics and operations research. He also holds a Foundations of Directorship qualification from the AICD, gained in 2015. Robert is currently the Managing Director and co-founder of Gondwana Genomics, an Australian biotechnology company exporting genetic technology developed in Eucalyptus. Robert joined the CHOICE Board in September 2014 and was appointed Deputy Chair in November 2020. He is a member of the Finance, Risk & Audit and the Governance, Culture & Ethics Committees

Samantha Challinor

Samantha is a non-executive director, and has more than 20 years’ experience in senior accounting, leadership and management roles. She is adept at bringing financial, information technology and risk management oversight and governance to organisations through expertise gained in government, non-government, and multinational corporate sectors. Samantha is a non-executive director and governance nominations committee chair with RSL LifeCare, a non-executive director and finance audit and risk committee chair with Sydney North Health Network, and an independent finance audit and risk committee member with the Australian Dental Council. Samantha’s executive career included interim CEO at Arthritis NSW, director corporate services at Agency for Clinical Innovation (NSW Health), deputy CEO at Sydney North Shore and Beaches Medicare Local, and chief accountant at Lexmark International (Australia). Her areas of interest are in primary health, ageing and consumer advocacy. Samantha joined the CHOICE Board in November 2020 and is Chair of the Finance, Risk & Audit Committee.

Nic Cola

Nic is Group General Manager of Retail and Commercial at Helloworld Ltd. Prior to this he was a director at Satinay Partners, a consulting and advisory firm focused on advising media, market places, education and digital businesses. He also acts as Advisory Chair at Ford Peterson, a recruitment company focused on accounting and professional services, and Advisory Chair of Picaluna, a disruptor in the funeral industry. Nic has over 22 years of general management and CEO experience in high growth, sales and marketing-led organisations, with expertise in delivering revenue and share growth across a diverse range of business models in traditional and digital media, education, and e-commerce. His key strengths are strategy, mergers and acquisitions, operations, digital transformation and change management. His previous roles have included CEO of Open Colleges and CEO of Marketplaces at Fairfax Media where he was one of the founding executives of Fairfax Digital. Nic was active in building the digital industry in Australia having been on the board of the Australian Interactive Multimedia Industry association (AIMIA) for several years as well as serving as Chairman of the Australian Internet Advertising Bureau. He has a Bachelor of Business from UTS and is a graduate of the Australian Institute of Company Directors course. Nic joined the CHOICE Board in November 2019 and is Chair of the Membership Growth & Engagement Committee and a member of the Finance, Risk & Audit Committee.

Sandra Davey (Chair until 26 November 2020)

Sandra is an experienced digital and internet executive and founder of Organa. Her love is coaching and helping organisations streamline their digital product practices to improve agility, innovation and product success. Increasingly she works with organisations to unpack the cultural and structural issues that impact their ability to create value. Her industry experience crosses telco/broadband, digital media, interactive TV, sport, libraries, industry associations and consumer advocacy. Sandra served as a director and chair of the Australian Interactive Media Industry Association (AIMIA) during the 2000s and was one of the co-founders and inaugural directors of the Australian Domain Name Authority (auDA). For her contribution to the digital media industry, Sandra was inducted into AIMIA’s Hall of Fame in 2015. She serves on the Board of auDA, Screenrights and with the Editorial Board of the Business Agility Institute. Sandra joined the Board of CHOICE in 2012 and was elected Chair in 2017. She chaired the Commercial Sustainability Committee and Investment Committee and was a member of the Governance, Culture & Ethics Committee and Technology & Data Committee. Sandra’s final term on the Board ended at the 2020 AGM.

Katherine George

Kat has extensive experience in consumer policy and human rights, and is currently a manager in EY’s Infrastructure Advisory working across health and human services, justice and utilities. She previously led the development of the Victorian Essential Services Commission’s strategy to support equitable access and fairness for all consumers through the regulation of essential services. Kat is interested in systems-thinking to drive economic and social inclusion, and the intersection between consumer wellbeing, human rights, and emerging technology. She is a director on the Board of Hope Street Youth and Family Services, a youth homelessness service operating in the northern and western regions of Melbourne, and the chair of Hope Street’s Millennial Advisory Group. Kat’s experience includes more than seven years as a consultant in global media and communications. She also managed humanitarian aid projects and fundraising through field work in Greece at the height of the Syrian refugee crisis. Kat holds a Bachelor of Laws/Bachelor of Arts (Media & Communications) and Master of Laws. Through her Masters research, she explored human-rights-based approaches to regulation of essential services, data, competition and new technology, including AI and the implications of the Consumer Data Right. Kat was elected to the CHOICE Board in November 2020 and is a member of the Impact Committee.

Fiona Guthrie AM

Fiona has over 30 years’ experience in consumer advocacy, including a number of years on the executive of the Consumers’ Federation of Australia. Her main interest has been in advocating for people on low incomes or in vulnerable circumstances to get a fair go, particularly in the financial services marketplace. Fiona has been the CEO of Financial Counselling Australia, the peak body for financial counsellors for over a decade. She has held directorships on Energex Retail Pty Ltd, the Insurance Ombudsman Service and the Financial Ombudsman Service, and was previously chair of ASIC’s Consumer Advisory Panel. Fiona is currently a member of the ACCC’s Consumer Consultative Committee and a member of the Boards of Way Forward Debt Solutions and the Queensland Competition Authority. She holds a BA, LLB and MBA. Fiona was made a member of the Order of Australia in 2017 for her work in social welfare and financial counselling. She joined the Board in November 2015 and is a member of the Finance, Risk and Audit Committee and Governance, Culture & Ethics Committee.

Fiona Jolly

Fiona is an experienced non-executive director who works with boards and businesses undergoing change and growth and operating in highly regulated areas. She brings government experience and expertise in communications, traditional and digital media advertising and marketing, stakeholder engagement, and international trade. She is a Director of Goodwin Aged Care, Rural Financial Counselling Service (NSW), Daramalan College, Cricket ACT, ACT Cemeteries and Crematoria Authority and is an elected Councillor for HCF. She has previously served as president of the YWCA of Australia and the chair of Australian Business Volunteers. Her executive career spans significant work on regulation reform with both the government and private sector. Spending nearly 10 years with Food Standards Australia New Zealand (FSANZ), she worked extensively on food policy issues with industry organisations and state and territory governments. Until 2020, she was CEO of Ad Standards, the Australian advertising industry self-regulation body, and implemented reforms to the self-regulation system and to industry codes regulating advertising content. She was instrumental in setting up the International Council for Advertising Standards. Fiona was elected to the CHOICE Board in November 2020 and is a member of the Governance, Culture & Ethics and the Membership Growth & Engagement Committees.

Alexandra Kelly

Alexandra is Director of Casework at the Financial Rights Legal Centre, which operates the National Debt Helpline in NSW, Mob Strong Debt Help and the Insurance Law Service. She is a member of the Law Council’s Australian Consumer Law Committee and is the consumer representative on the Life Insurance Code Compliance Committee. She served on the Board of the Financial Counsellors Association of NSW from 2009 to 2012. She has considerable experience developing consumer rights in the financial services sector through lobbying, working with regulators and government, and raising public awareness of issues in the media and through online financial literacy campaigns. She brings to the CHOICE Board high-level legal expertise, extensive sectoral knowledge, and understanding of social enterprises. She holds a Bachelor of Laws (Hons)/Bachelor of Psychology and Master of Laws. She was appointed to the Board in 2017 and is Chair of the Governance, Culture & Ethics and a member of the Impact Committee.

Ben Naparstek

Ben has a decade’s experience managing cross-functional teams across content, marketing and emerging technologies. He headed up online at SBS and served as the digital director of communications marketing firm Edelman, leading the Australian office’s team of videographers, designers, UX experts, social curators, paid media specialists, programmers and producers. Ben has served as editor-in-chief of Fairfax Media’s Good Weekend magazine and national current affairs magazine The Monthly. More recently, Ben headed up content for Audible Australia & New Zealand. Ben was appointed to the CHOICE Board in October 2018 and is a member of the Membership Growth & Engagement and the Impact Committees.

Helen Wiseman (until 26 November 2020)

Helen Wiseman is a non-executive director, professional mentor and philanthropist with over 30 years' business experience across a range of sectors including technology, food, pharmaceutical, insurance, energy and not for profits. A former KPMG partner, Helen is a highly experienced audit committee chair having held this role for a number of boards. Helen is currently a non-executive director and audit committee chair for the South African holding company of the global Bidfood foodservice business. She is Chair of Elixinol Global Limited and a Director of AIME. In 2018, Helen completed the 2018 INSEAD International Directors Program. Helen also has a deep interest in supporting children of prisoners through her role as a Vice-Patron of SHINE for Kids. She also established the By My Side sub-fund of the Sydney Community Foundation to further her philanthropic support in this area. Helen joined the CHOICE Board in November 2014 and was Chair of the Finance, Risk and Audit Committee until the end of her term in November 2020.

Download CHOICE Board Charter 2020 (PDF, 480kB).

Accessible (screen reader-friendly): read the text version below.

BOARD CHARTER

As reviewed by the Board at its meeting on 25 May 2020

Contents

1. Purpose, objectives and values

2. Board composition

3. Role of the Board

4. Role of Individual Directors

5. Role of the Chair

6. Role of the CEO

7. Role of the Company Secretary

8. The Board and Strategy

9. Risk Management

10. Policy Framework

11. Stakeholder communication

12. Decision making

13. Board meetings

14. Board agenda and papers

15. Committees

16. Director protection

17. Board evaluation and development

18. Director selection

19. Director expenses

20. Director induction

21. Review of Directors’ performance

22. Appendices


1. Purpose, objectives and values

CHOICE's purpose and objectives are set out in rule 2 of the constitution: Purpose and objectives of the company

2.1 Recognising the inequality in bargaining power between consumers and businesses, the overall purpose of the company is to work for fair, just and safe markets that meet the needs of Australian consumers. To achieve this purpose, the company seeks to:

2.1.1 ensure that consumers are able to understand and use or defend their rights;

2.1.2 empower consumers to engage actively in markets and make informed choices that reflect their best interests and values;

2.1.3 drive transformation of markets to create better products and services at fair and competitive prices;

2.1.4 give consumers a voice in the debates that matter to them;

2.1.5 achieve strong consumer protection through appropriate laws and industry behaviour; and

2.1.6 ensure that consumers receive a fair deal.

2.2 The company pursues its purpose and objectives by:

2.2.1 conducting research and testing in relation to products, services and markets;

2.2.2 promoting good practice in the production, marketing and delivery of products and services, including transparency around claims made about products and services;

2.2.3 promoting transparency around the price, quality, characteristics and safety of consumer products and services;

2.2.4 pursuing market and regulatory arrangements that enhance and protect the interests of consumers and ensure easy, effective redress for concerns about products, services or other conduct by suppliers;

2.2.5 raising awareness among industry, government and the broader community about issues that matter to consumers;

2.2.6 providing information, tools and services to meet the diverse needs of consumers; and

2.2.7 doing all other activities ancillary to, or necessary for, the fulfilment of the purpose and objectives of the company.

Our values are:

  • We are fearless in finding TRUTH.

  • We all work together to HELP

  • We drive positive change and impact.

2. Board Composition

Under rule 6.1 of the constitution, the company has between 9 and 12 directors, comprising:

  • 9 elected directors; and

  • up to 3 co-opted directors

Three of the elected Director positions are elected each year.

Co-opted directors are appointed by the Board. The co-option process is used from time to time, to address skill gaps identified by the Board.

Under rules 6.12 and 6.13, the normal term of office of a Director is three years and directors are generally only able to serve for three consecutive terms.

The board aims to achieve diversity in its composition, as addressed in section 18 of this Charter.


3. Role of the Board

The Board is responsible for overseeing the effective performance of the

company, including:

  • maintenance of the company’s purpose and values;

  • the ongoing development and sustainability of the company; and

  • approving and monitoring progress against its strategic direction.

The Board is ultimately legally accountable but recognises management’s need to act with certainty and with the clear support of the Board and therefore:

  • delegates the majority of responsibilities to its managers, setting out clearly its expectations for performance and the way in which performance will be monitored; and

  • defines those responsibilities that it reserves for itself, including any responsibilities that are delegated to committees.

The business of the Board includes:

  • consideration and approval of the strategy and shorter term priorities;

  • ensuring competent management and financial stability of the company through appointment of a CEO and broad oversight of management performance;

  • consideration and approval of the annual budget and any proposed (material) changes to the budget;

  • determining the nature, form and regularity of reports from management to the Board on the performance of the company, covering all material aspects of CHOICE’s operations, including key areas of risk, and as appropriate, performance against targets and budget;

  • considering and commenting on reports from management;

  • setting delegation limits and authorities for management to commit resources (Appendix 1);

  • understanding any significant risks to employees, the company’s standing, profits and assets, and approving management’s plans to mitigate those risks;

  • oversight of audit processes and making recommendations as required about appointment of auditors;

  • approval of corporate governance policies;

  • ensuring compliance with the company’s legal accountabilities, including approval of the financial statements, directors’ report and annual report; and

  • Board operations including succession planning.


4 Role of individual Directors

Individual directors are expected to maintain 100% attendance at Board meetings. Any application for leave of absence must be made through the Chair.

Code of Ethics

The Board considers that there are certain basic ethical values that underpin the role of directors of CHOICE. Directors will therefore:

  • have an active concern for the purpose and values of the company and the members and other people it serves;

  • diligently apply themselves to the business of the Board with the level of skill and care expected of a Director under the Corporations Act;

  • act at all times with integrity and in the interests of the company as a whole;

  • avoid any situation of conflict of interest so far as is possible, and disclose and manage any conflict which cannot be avoided;

  • recognise and respect the distinct roles of the Board and management;

  • work co-operatively with each other as members of the Board, engaging in constructive debate;

  • work co-operatively with management;

  • not make improper use of information gained through their position as a director;

  • keep confidential all Board discussions and deliberations and papers; and

  • observe the spirit and letter of the laws under which the company operates.

Conflicts of interest

The standard of behaviour at CHOICE is that all staff and directors scrupulously avoid conflicts of interest between the interests of the company on the one hand and personal, professional and business interests on the other. This includes avoiding potential and actual conflicts of interest as well as perceptions of conflicts of interest.

Directors are required to disclose any interests that involve potential conflicts with their role as a director. Interests such as employment, directorships, other relevant appointments and material personal interests relating to the affairs of the company should be listed in the Board Register of Interests Update form (Appendix 2). Any interests declared on this form are published on the CHOICE website.

In addition, directors are required to declare any significant direct shareholdings, including personal superannuation schemes, using the Board Register of Shareholdings form (Appendix 3). The Chair retains the records of any such declarations and should not disclose them to other Board members, staff or the public unless required by law or in the interests of the company. The Chair would generally only use the information in these declarations to raise a potential conflict of interest with a Board member where the Board member has not done so.

At the start of each meeting, each Director is required to complete a form identifying any potential conflicts of interest relevant to the agenda for that meeting and any updates to his or her general declaration of interests.


5. Role of the Chair

The Chair’s overarching responsibility is to ensure that the Board properly fulfils its responsibilities.  The Chair must ensure that the Board fully utilises the knowledge and skill available to it.  Inside the boardroom, the Chair’s principal task is to ensure the Board considers the right matters, considers them properly, comes to clear conclusions, and ensures decisions are implemented. This includes setting of meeting agendas, allocation of times, keeping discussion focused, and expressing the consensus of the Board. Additionally the Chair, as leader of the Board, should work to ensure positive dynamics both inside and outside the boardroom.

The Chair is the link between the Board and management between meetings and should be aware of any developments that may require him/her to take action on behalf of the Board or call a special meeting.  The Chair should provide the CEO with guidance on matters of Board concern.

Whilst the CEO is the primary spokesperson for the company, there may be times when it is appropriate for the Chair to represent the company externally.

If the Chair is unable to fulfil any aspect of his or her role due to a conflict of interest or other specified reason, the Deputy Chair will replace the Chair. If the Deputy Chair is unable to do so due to a conflict or other specified reason, the Board will appoint another director to fulfil the relevant functions.

The Chair and Deputy Chair may also agree to share aspects of the Chair’s responsibilities on a temporary or ongoing basis.


6. Role of the CEO

The role of the CEO is to lead CHOICE and to ensure the delivery of its purpose, by:

  • developing the company’s strategic priorities;

  • ensuring their delivery; and

  • measuring their success.

CEO’s role also includes:

  • managing the operations of the company;

  • providing regular reports on key activities and progress against the strategy approved by the Board;

  • ensuring compliance with reporting requirements and statutory obligations;

  • ensuring that there are opportunities for members to inform the company’s priorities and work;

  • managing relationships with key external stakeholders; and

  • representing and promoting CHOICE externally, including internationally.

The Board evaluates the CEO’s performance annually, against performance goals set by the Board, as detailed in the CEO Performance Review Policy (Appendix 4).


7. Role of the Company Secretary

The Company Secretary performs the duties and responsibilities of a company secretary as required by the Corporations Act, the company’s constitution and any other relevant legislation. Working to the Board through the Chair, the Company Secretary’s role includes:

  • maintaining a register of Board policies;

  • advising the Board on compliance with the company’s statutory obligations and constitution (drawing upon specialist external advice as required);

  • managing the Board election process, and the provision of notice to members of general meetings;

  • providing secretariat services to the Governance and Culture Committee and Nominations Committee;

  • monitoring and advising the Board on developments in research and good practice in relation to corporate governance;

  • ensuring completion and lodgement of statutory forms with ASIC; and

  • coordinating Board induction and development.

The Board may appoint an Assistant Company Secretary to assist in the fulfilment of these duties.


8. The Board and strategy

The Board approves the organisational strategy. The strategy developed through a process led by the CEO, which provides opportunities for Board input and discussion before a final plan is presented for approval.

The Board also approves shorter term priorities and annual targets.


9. Risk management

Although the Board has established a Finance, Risk and Audit Committee to oversee and advise on risk management issues, this does not absolve directors of their responsibility to understand and interrogate the company’s approach to assessing and managing risks. To assist directors with this responsibility, the Committee oversees the development and maintenance of a Risk Management Policy (Appendix 5), drawing upon specialist advice as required.

The Board receives reports on risk issues through the CEO’s reports to the Board and the reports of the Committee. The Board also receives a dedicated report on workplace health and safety issues at each meeting.

In addition to this regular reporting, the CEO is expected to report any significant risks and strategies to mitigate them, to the Board as they arise.


10. Policy framework

The Board approves policies as required to ensure the effective governance of the company, consistent with the constitution.

A review date is identified for each policy as it is approved, to ensure a regular cycle of review (Appendix 6).


11. Stakeholder communication

Responsibility for stakeholder communication resides with the Chair and CEO.

In general, the Chair is responsible for communication with members and the CEO is responsible for communication with organisational stakeholders such as other consumer organisations, government bodies, politicians, business partners and industry associations.

Other directors assist in managing relationships with stakeholders, where agreed with the Chair.


12. Decision making

While the constitution provides that resolutions are passed by a majority of the votes cast by eligible directors, in practice, the Chair establishes whether there is majority support for a resolution through the discussion of the resolution and confirms this at the end of the discussion.

The Board has agreed to allow for circulating resolutions under rule 7.6 of the constitution. This process would usually only be used for urgent and non-controversial decisions.

The Board aims for respectful yet vigorous discussion in which disagreement is an accepted part of the process but the aim is eventual consensus. Once the Board has made a decision, directors are expected to support it as a decision of the Board.


13. Board meetings

The Board meets on dates and at locations set in the Board calendar at the commencement of each year. The normal meeting pattern involves six meetings per year. The Chair may also call additional meetings where required to progress business.

The overall management of the business of the meetings is the responsibility of the Chair in consultation with the CEO.

Outside of Board meetings, the CEO is the principal point of contact with management on behalf of the Board. The Chair is the principal way through which Board members interact with management. Chairs of committees will also have direct contact with managers responsible for servicing those committees.

Board members are expected to exercise care and appropriate confidentiality in their communication on Board matters with each other and with external parties.


14. Board agenda and papers

At the start of each year, the Chair and CEO develop an agenda plan for the year that identifies the major items of business for each meeting. This is reviewed and updated as the year progresses.

The Chair and CEO agree on the agenda for each meeting. Directors who wish to raise items that are not listed in the agenda plan are expected to raise them with the Chair in advance.

Board papers are normally distributed one week before the meeting date.

Board papers are made available in electronic format by default, with printed copies available on request. Directors are expected to ensure that papers (whether electronic or hard copy) are stored in a secure manner, and that any papers and other records (including emails, data and reports relevant to your role as a Director) are destroyed or returned when they leave the Board.


15. Committees

The Board typically establishes a range of Committees to assist it to fulfil its role. The role of each Committee will be approved by the Board in a mandate or terms of reference (Appendix 7). The role and composition of Board committees is normally reviewed every 12 to 18 months.

Each Committee has a chair and the CEO appoints a manager who is responsible for providing secretariat services to the committee, including proposing an agenda and providing draft minutes. The role of the committee chair is similar to the role of the Chair of the Board as outlined in the first paragraph of section 5.

The Board may appoint external people with specialist skills as observers to committees.


16. Director protection

Rules 11.1 and 11.4 of the constitution address indemnity and liability

of directors.

11.1 Indemnity

11.1.1 To the extent permitted by the Corporations Act, the company indemnifies every person who is or has been an officer of the company against: 11.1.1(a) any liability (other than the liability for legal costs) incurred by that person as an officer of the company; and 11.1.1(b) reasonable legal costs incurred in defending an action for a liability incurred by that person as such an officer of the company, unless prohibited by the Act.

11.1.2 The indemnity does not extend to and is not an indemnity against any amount in respect of which the indemnity would otherwise be illegal, void or unenforceable or not permitted by law and does not operate in respect of any liability of the officer to the extent that liability is covered by insurance.

11.4 Liability

An officer of the company is not liable for the act, neglect or default of any other officer or for joining in any act or for any other loss, expense or damage which arises in the execution of the duties of her or his office unless it arises through her or his own negligence, default, breach of duty or breach of trust.

CHOICE maintains directors and officers liability insurance. Information on the current policy is provided in Appendix 8.


17. Board evaluation and development

The Board conducts self-evaluations periodically to identify improvements to the way the Board operates.

In addition, the Board commissions an external review of its performance at least every five years, on the advice of the Governance and Culture Committee.


18. Director selection

Before nominations open for the election of directors, the Governance and Culture Committee is responsible for undertaking an audit of the skills of directors who are not facing election and advising the Board on the priority skills for vacant positions. The Board will determine the priority skills areas so that this advice can be provided to members considering standing for election to the Board, and so that it can be used as a guide by the Nominations Committee when assessing candidates.

The Board will appoint a Nominations Committee before the close of nominations, in accordance with Rule 6.6 of the constitution. The role of the Nominations Committee is set out in Rule 6.7 of the constitution and includes to assess candidates against the skill priorities identified by the Board, and to advise the Board on the information that should be provided to members as part of the election process. The Board determines the final form of this information.

Where a casual vacancy arises, the Board will, on advice from the Governance and Culture Committee, identify the skills required of the person appointed to the casual vacancy. The Board may also from time to time identify a skill gap that could be addressed through co-option. In either of these cases, the Governance and Culture Committee will normally advise the Board on the process for identifying suitable candidates.  The process for identifying candidates will vary depending on the circumstances but may involve inviting nominations from voting members, conducting a search process through directors’ networks or advertising externally.

The Board is committed to gender equality in Board composition. The Board will consider this target when seeking candidates for casual vacancies and co-option. The Board will encourage nominations from women in Board elections and present information on gender diversity within the Board for members to consider when voting.

The Board will also strive to ensure that the Board reflects the diversity of the Australian community in areas other than gender, including age, cultural background and geography.


19. Director expenses

Directors do not receive any remuneration for services in their capacity as directors but CHOICE may reimburse directors for reasonable out-of-pocket expenses.

Records of any payments made to directors are submitted to the Board for approval (after payments have been made).

Unless agreed otherwise, CHOICE books air travel and accommodation on behalf of directors.


20. Director induction

Each new director is provided with a letter of appointment and a copy of this Charter, and expected to attend an induction program, organised by the Company Secretary. This typically involves a series of briefings with senior managers, covering:

  • the company’s strategy

  • key areas of operations;

  • metrics and reporting; and

  • risks.

Directors may also request briefings on other issues.

Under the Director Development Policy (Appendix 9), new directors are also expected to attend the Foundations of Directorship or Company Director’s course offered by the Australian Institute of Company Directors (or an equivalent qualification) if they have not already done so. CHOICE will pay the cost of either course at the discounted member rate, on the expectation that the director pays the AICD membership fee.


21. Review of Directors' performance

Prior to the annual election process, the Chair conducts a review of the performance of any directors seeking re-election, in consultation with the other directors, as set out in the Director Performance Review Policy (Appendix 10).


22. Appendices

Appendix 1 Financial Delegations

Appendix 2 Board Register of interests update form

Appendix 3 Register of shareholdings

Appendix 4 CEO Performance Review policy

Appendix 5 Risk Management policy

Appendix 6 Board Committee mandates

Appendix 7 Register of Board policies

Appendix 8 Director and Officers liability insurance

Appendix 9 Director Development policy

Appendix 10 Director Performance Review policy

Anita Tang (Chair)

Current Employment: Community Organising Director, Centre for Australian Progress

Directorships: Anita Tang Pty Ltd; Democracy in Colour (Board Chair)

Other Appointments: FARE: Foundation for Alcohol Research and Education; Centre for Australian Progress

Other Material Personal Interests: Nil


Robert Southerton (Deputy Chair)

Current Employment: General Manager, Gondwana Genomics Pty Ltd

Directorships: Gondwana Genomics Pty Ltd; Robert Grindley Family Trust; Robert Grindley Pty Limited; Gondwana Genomics Holdings Pty Ltd

Other Appointments: Nil

Other Material Personal Interests: Nil


Samantha Challinor

Current Employment: Nil

Directorships: Sydney North Health Network; RSL Life Care Ltd; Cherrybrook Lakes Management Services Pty Ltd; Morshead Home for Veterans and Other Aged Persons Limited

Other Appointments: Independent FARM Member, Australian Dental Council

Other Material Personal Interests: Nil


Nic Cola

Current Employment: Group General Manager, Retail and Commercial, Helloworld; Director, Satinay Partners; Consultant, ooVoo

Directorships: Satinay Partners

Other Appointments: Chair, Picaluna Funerals Advisory Committee; Advisory Chair, Ford Peterson Recruitment Advisory; Advisor, downsizing.com.au

Other Material Personal Interests: Nil


Kat George

Current Employment: Manager Strategy & Transitions, EY

Directorships: Hope Street Youth & Family Services

Other Appointments: Nil

Other Material Personal Interests: Nil


Fiona Guthrie

Current Employment: CEO, Financial Counselling Australia

Directorships: Queensland Competition Authority; Way Forward Debt Solutions Ltd

Other Appointments: ACCC Consumer Consultative Committee; Commonwealth Bank CEO Advisory Committee, Commonwealth Bank Customer Advocate Community Council, IAG Consumer Advisory Panel, Telstra CEO Roundtable, Westpac Vulnerable Customer Council; Advisory Council, Funeral Benefit Trust Fund – Tender Funerals Australia / Perpetual Trustee

Other Material Personal Interests: Nil


Fiona Jolly

Current Employment: Principal, FJ Consulting

Directorships: Rural Financial Counselling Service NSW; Daramalan College (Director and Policy Committee Member); Cricket ACT; Ainslie Football Club (Director and Governance Committee Chair), ACT Cemeteries and Crematoria Authority

Other Appointments: Elected Councillor, HCF; Deputy Chair, ACT Radiation Council

Other Material Personal Interests: Nil


Alexandra Kelly

Current Employment: Director of Casework, Financial Rights Legal Centre (NSW) Inc

Directorships: Nil

Other Appointments: Member, Australian Consumer Law Committee, sub-committee of Law Council of Australia; Consumer representative, Life Code Compliance Committee

Other Material Personal Interests: Nil


Ben Naparstek

Current Employment: Head of Marketing & Content, Sweat, an iFIT company

Directorships: Nil

Other Appointments: Nil

Other Material Personal Interests: Nil

Read accessible text version below, or download Constitution of Australian Consumers' Association (PDF, 171kB)

Constitution of Australian Consumers' Association

ACN 000 281 925

a not for profit company limited by guarantee

Passed by Special Resolution of Members

November 28 2013

As amended November 25 2021


Contents

1 Nature of the Company

2 Purpose and objectives of the Company

3 Members of CHOICE

4 Members of the Company (Australian Consumers' Association)

5 Meetings of members

6 Directors

7 Meetings of the Board of directors

8 Chief Executive Officer

9 Minutes

10 Notices

11 Indemnity and insurance

12 Winding up

13 Accounts, audit and records

14 Miscellaneous provisions

Schedule 1 – Dictionary and interpretation

1 Nature of the Company

1.1 Limited liability and guarantee

  • 1.1.1 The Company is a public company limited by guarantee.
  • 1.1.2 The liability of each member is limited to $1. This means that if the Company does not have enough assets to cover all of its liabilities upon winding up, each member must contribute up to a maximum of $1 to the assets of the Company.

1.2 Powers

  • 1.2.1 The Company has all the powers of an individual and a body corporate but does not have the power to issue shares.
  • 1.2.2 The Company may only exercise its powers and use its income, assets and profits for the purpose and objectives set out in rule 2.

1.3 Not for Profit

  • 1.3.1 The income and property of the Company, from wherever it is derived, must be applied solely towards the promotion of the purpose and objectives of the Company set out in rule 2.
  • 1.3.2 No portion of the income or property of the Company may be paid directly or indirectly, by way of dividend, bonus or otherwise to the members of the Company in their capacity as members of the Company.

2 Purpose and objectives of the Company

2.1 Recognising the inequality in bargaining power between consumers and businesses, the overall purpose of the Company is to work for fair, just and safe markets that meet the needs of Australian consumers. To achieve this purpose, the Company seeks to:

  • 2.1.1 ensure that consumers are able to understand and use or defend their rights;
  • 2.1.2 empower consumers to engage actively in markets and make informed choices that reflect their best interests and values;
  • 2.1.3 drive transformation of markets to create better products and services at fair and competitive prices;
  • 2.1.4 give consumers a voice in the debates that matter to them;
  • 2.1.5 achieve strong consumer protection through appropriate laws and industry behaviour; and
  • 2.1.6 ensure that consumers receive a fair deal.

2.2 The Company pursues its purpose and objectives by:

  • 2.2.1 conducting research and testing in relation to products, services and markets;
  • 2.2.2 promoting good practice in the production, marketing and delivery of products and services, including transparency around claims made about products and services;
  • 2.2.3 promoting transparency around the price, quality, characteristics and safety of consumer products and services;
  • 2.2.4 pursuing market and regulatory arrangements that enhance and protect the interests of consumers and ensure easy, effective redress for concerns about products, services or other conduct by suppliers;
  • 2.2.5 raising awareness among industry, government and the broader community about issues that matter to consumers;
  • 2.2.6 providing information, tools and services to meet the diverse needs of consumers; and
  • 2.2.7 doing all other activities ancillary to, or necessary for, the fulfilment of the purpose and objectives of the Company.

3 Members of CHOICE

3.1 Description of a member of CHOICE

  • A member of CHOICE is an individual or body corporate who subscribes to one or more of the CHOICE membership options approved by the Board.

3.2 Rights of members of CHOICE

  • 3.2.1 A member of CHOICE is not a member of the Company for the purposes of the Act or this constitution and is not eligible for election as a director.
  • 3.2.2 A member of CHOICE has no right to receive notices of, attend and be heard at general meetings or any right to vote at a general meeting of the Company.
  • 3.2.3 A member of CHOICE may apply to become a member of the Company in accordance with rule 4.2.1.
  • 3.2.4 The remaining provisions of this constitution referring to "members" do not apply to individuals or body corporates who are only members of CHOICE.

4 Members of the Company (Australian Consumers' Association)

Membership in the Company and rights granted by membership in the Company

4.1 Members of the Company

  • 4.1.1 The Company has one category of membership, voting members as outlined in rule 4.2 (which includes life members as outlined in rule 4.3).
  • 4.1.2 A reference to a “member” throughout this constitution is a reference to a voting member (and not to a member of CHOICE as set out in rule 3).
  • 4.1.3 Additional categories of members, if recommended by the Board, may be created by the members in general meeting.
  • 4.1.4 There is no limit on the number of members of the Company.

4.2 Voting members

  • 4.2.1 Any individual who is a member of CHOICE may apply to become a voting member, subject to any eligibility criteria that the Board may determine and publish.
  • 4.2.2 The Board may decide, in its absolute discretion, to accept or reject an application by a member of CHOICE to become a voting member. In exercising this discretion, the Board may consider any factors, including:
    • 4.2.2(a) the need to maintain and protect the role and reputation of the Company as an independent, impartial and unbiased commentator on products, services and markets;
    • 4.2.2(b) any actual or perceived conflict of interest that might arise if the person were to be elected to the Board; and
    • 4.2.2(c) any relationship the person may have with industry, business or government interests that might lead the person to promote interests that conflict with the purpose and objectives of the Company.
  • 4.2.3 The Board is not required to, but may in its discretion, give reasons for a decision to reject an application by a member of CHOICE to become a voting member.

4.3 Life members

  • 4.3.1 If, in the opinion of the Board, a member has made over a period of years a significant contribution to the Company, the Board may appoint that member to life membership.
  • 4.3.2 Life members are not required to pay any fees to the Company.
  • 4.3.3 Subject to rule 4.3.2, a life member has all the rights and privileges of a voting member and is subject to this constitution.

Membership fees

4.4 Fees

  • The Board will determine and publish any fees that a member must pay in order to become or remain a member.

Ceasing to be a member

4.5 Ceasing to be a member

A member ceases to be a member:

  • 4.5.1 two months after the member (other than a life member) ceases to be a member of CHOICE in accordance with rule 3.1;
  • 4.5.2 if any fees referred to in rule 4.4 are not paid within two months of the due date;
  • 4.5.3 if the member resigns from membership of the Company by giving written notice to the secretary, effective either on the date of receipt of the notice or any later date provided in the notice;
  • 4.5.4 if the member is expelled under rule 4.6; or
  • 4.5.5 on the death of the member.

4.6 Disciplining and removing members

  • 4.6.1 If any member:
    • 4.6.1(a) wilfully refuses or neglects to comply with the provisions of this constitution; or
    • 4.6.1(b) in the opinion of the Board, engages in conduct which is unbecoming of a member or may be prejudicial to the interests of the Company, taking into account those factors set out in rule 4.2.2,
  • the Board may resolve to expel the member from the Company and remove the member's name from the register.
  • 4.6.2 At least two weeks before the meeting of the Board at which a resolution under rule 4.6.1 is considered, the Board must give to the member notice of:
    • 4.6.2(a) the meeting;
    • 4.6.2(b) what is alleged against the member; and
    • 4.6.2(c) the intended resolution.
  • 4.6.3 The member must have an opportunity to speak or present a written statement at the meeting prior to the consideration of the resolution, to give any explanation or defence the member sees fit.
  • 4.6.4 The Board may reinstate any member who ceases to be a member under rule 4.6.1, and restore the name of that member to the register, subject to any terms and conditions it sees fit.

4.7 Effect of ceasing to be a member

If any person ceases to be a member, the member remains liable to pay to the Company any money which, at the time of ceasing to be a member, is owed to the Company on any account and for any sum not exceeding $1 for which the member may be liable under rule 1.1.2 of this constitution.

4.8 Register of members

  • 4.8.1 The Company must keep a register in accordance with the Act.
  • 4.8.2 The register must record the following for each member:
    • 4.8.2(a) the full name of the member;
    • 4.8.2(b) the address of the member;
    • 4.8.2(c) the date that the member's membership started and ended; and
    • 4.8.2(d) any other information that the Board requires.

5 Meetings of members

5.1 Calling of general meeting

  • 5.1.1 A majority of directors may call a general meeting whenever they see fit.
  • 5.1.2 Members may call a general meeting in accordance with the Act.
  • 5.1.3 A general meeting of the Company, to be called the annual general meeting, must be held at least once in each calendar year and within 5 months after the end of its financial year, or otherwise as required by the Act.

5.2 Postponement of general meeting

  • 5.2.1 The Board may postpone the holding of any general meeting whenever it sees fit (other than a meeting requisitioned by members as provided by the Act).
  • 5.2.2 A postponed meeting (as distinct from being adjourned under rule 5.5.3 or rule 5.6.3) must be held within 42 days of the original date of the meeting and the Company must give members notice of the postponed meeting in accordance with rule 5.4.

5.3 Technology

The Company may hold a meeting of its members at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

5.4 Notice of general meetings

  • 5.4.1 Subject to the provisions of any relevant law relating to special resolutions and consent to short notice, at least 21 days’ notice of a general meeting must be given to each person who is at the date of the notice:
    • 5.4.1(a) a member of the Company;
    • 5.4.1(b) a director of the Company; and
    • 5.4.1(c) an auditor of the Company.
  • 5.4.2 A notice of a general meeting must:
    • 5.4.2(a) be given in a way permitted by rule 10;
    • 5.4.2(b) specify the date, time and place of the meeting;
    • 5.4.2(c) if the meeting is to be held in 2 or more places, specify the technology that will available to members to attend;
    • 5.4.2(d) state the general nature of the business to be transacted at the meeting including any matters to be determined by special resolution; and
    • 5.4.2(e) include any other information required by law.
  • 5.4.3 The non-receipt of notice of a members' meeting, or a failure to give notice of a members' meeting, does not invalidate any act, matter or thing done or resolution passed at the meeting if:
    • 5.4.3(a) the non-receipt or failure occurred by accident or error; or
    • 5.4.3(b) the member attended the meeting.

5.5 Quorum

  • 5.5.1 The quorum for a meeting of the Company's members is 12 members and the quorum must be present at all times during the meeting.
  • 5.5.2 In determining whether a quorum is present, individuals attending as proxies or attorneys are counted. However, if a member has appointed more than one proxy or attorney, only one of them is counted. If an individual is attending both as a member and as a proxy or attorney, the individual is counted only once.
  • 5.5.3 If a quorum is not present within 30 minutes after the time for the meeting set out in the notice of meeting:
    • 5.5.3(a) where the meeting was called by the members or upon the requisition of members, the meeting is dissolved; or
    • 5.5.3(b) in any other case, the meeting is adjourned to the same day in the next week at the same time and place, or such other date, time and place that the Board specifies.
  • 5.5.4 If no quorum is present at the resumed meeting within 30 minutes after the time for the meeting, the meeting is dissolved.

5.6 Procedure at general meetings

  • 5.6.1 A general meeting will be chaired by the chair of the Company or, if the Company has co-chairs, one of the two co-chairs (in accordance with any relevant policies or procedures determined by the Board or, in the absence of such policies and procedures, by agreement between the two co-chairs).
  • 5.6.2 Where a general meeting is held and:
    • 5.6.2(a) there is no chair of the Company; or
    • 5.6.2(b) the chair (or the relevant co-chair) is not present within 30 minutes after the time appointed for the holding of the meeting or is unwilling to act;
    • the deputy chair or other co-chair (as the case may be) of the Company if present presides as chair of the meeting or, if the deputy chair or other co-chair (as the case may be) is not present or is unwilling to act, the directors present may appoint a director to be chair of the meeting. If the directors do not appoint a director to be chair of the meeting, the members present may appoint a member to be chair of the meeting.
  • 5.6.3 The chair of the meeting may, with the consent of the members present at the meeting, adjourn the meeting.
  • 5.6.4 The chair of the meeting is responsible for the general conduct of the meeting and for the procedures to be adopted at that meeting. The rulings of the chair of a meeting on all matters relating to the procedure and conduct of the meeting are final and no motion of dissent from those rulings may be accepted.
  • 5.6.5 The chair of the meeting may in her or his absolute discretion refuse to admit, or require to leave and remain out of the meeting, any person who is not a member, director or auditor of the Company.
  • 5.6.6 The secretary of the Company is entitled to be present and to speak at any general meeting.
  • 5.6.7 The auditor of the Company and any assistant of the auditor is entitled to be present and to speak at any general meeting on any part of the meeting's business that concerns the auditor in the capacity as auditor of the Company.
  • 5.6.8 Any professional adviser of the Company, at the request of any director, is entitled to be present and, at the request of the chair or the co-chairs (as the case may be), to speak at any general meeting.

5.7 Business of an annual general meeting

  • 5.7.1 The business of an annual general meeting may include any of the following, even if not referred to in the notice of meeting:
    • 5.7.1(a) the consideration of the annual financial report, directors’ report and auditor's report;
    • 5.7.1(b) the appointment of the auditor; and
    • 5.7.1(c) the fixing of the auditor's remuneration.
    • All other business transacted at an annual general meeting and all business transacted at any other general meeting is special business.
  • 5.7.2 The business of the annual general meeting also includes any other business which under this constitution or the Act ought to be transacted at an annual general meeting.
  • 5.7.3 The chair of the annual general meeting must allow a reasonable opportunity for the members as a whole at the meeting to ask questions about or make comments on the management of the Company.
  • 5.7.4 If the Company's auditor or the auditor's representative is at the meeting, the chair of an annual general meeting must:
    • 5.7.4(a) allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or that representative questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit; and
    • 5.7.4(b) allow a reasonable opportunity for the auditor or their representative to answer written questions submitted to the auditor in accordance with the Act.

5.8 Notice of adjourned meeting

When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more.

5.9 Business at adjourned meetings

A meeting that resumes after an adjournment may only deal with matters that were on the notice of the initial meeting.

5.10 How voting is carried out

  • 5.10.1 A resolution put to the vote at a meeting of the Company's members must be decided on a show of hands unless a poll is demanded in accordance with rules 5.11 and 5.12. This does not apply to the election of directors, which takes place by ballot.
  • 5.10.2 On a show of hands, a declaration by the chair of the meeting is conclusive evidence of the result. Neither the chair of the meeting nor the minutes need to state the number or proportion of the votes recorded in favour or against.
  • 5.10.3 Unless otherwise required by this constitution or the Act, all resolutions of the Company are ordinary resolutions which are resolutions passed by more than 50% of the votes cast by members present at the meeting in person or by proxy or attorney and entitled to vote on the resolutions.

Note: In accordance with the Act, the Company may only modify or repeal the constitution or a provision of the constitution, or adopt a new constitution, by special resolution of the Company. A special resolution is a resolution passed by at least 75% of the votes cast by members entitled to vote on the resolution, either in person or by proxy or attorney, and which otherwise satisfies the requirements of the Act.

5.11 Matters on which a poll may be demanded

  • 5.11.1 A poll is a formal vote cast in writing at a meeting of the Company.
  • 5.11.2 A poll may be demanded on any resolution, except for the election of a chair of the meeting or on the adjournment of a meeting.
  • 5.11.3 A demand for a poll may be withdrawn.

5.12 When a poll is effectively demanded

  • 5.12.1 At a meeting of the Company's members, a poll may be demanded by:
    • 5.12.1(a) at least 5 members entitled to vote on the resolution;
    • 5.12.1(b) members representing at least 5% of the votes that may be cast on the resolution on a poll; or
    • 5.12.1(c) the chair of the meeting.
  • 5.12.2 The poll may be demanded:
    • 5.12.2(a) before a vote is taken;
    • 5.12.2(b) before the voting results on a show of hands are declared; or
    • 5.12.2(c) immediately after the voting results on a show of hands are declared.

5.13 When and how polls must be taken

  • 5.13.1 A poll must be taken when and in the manner the chair of the meeting directs.
  • 5.13.2 The demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
  • 5.13.3 The result of the poll determines the resolution of the meeting at which the poll was demanded.

5.14 Chair's casting vote

  • 5.14.1 In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting has a casting vote in addition to any vote she or he may have in her or his capacity as a member or proxy or attorney.
  • 5.14.2 The chair of the meeting has a discretion both as to use of the casting vote and as to the way in which it is used.

5.15 Resolutions proposed by members

  • 5.15.1 A member may only propose a resolution to be included as special business at a meeting where:
    • 5.15.1(a) the resolution has previously been approved by the Board; or
    • 5.15.1(b) members with at least 5% of the votes that may be cast on the resolution have given the Company 2 months’ notice of the resolution or the requirements of the Act have otherwise been satisfied.

5.16 How vote may be exercised

  • 5.16.1 Subject to rules 5.17 and 5.18 at any general meeting of members, each member present has 1 vote on a show of hands and on a poll.
  • 5.16.2 The vote may be exercised in person or by proxy or attorney.

5.17 Voting disqualification

A member who is within the two month period referred to in rules 4.5.1 or 4.5.2 is not entitled to vote at a general meeting unless that member makes the payments required under those rules at or prior to the general meeting.

5.18 Objections to right to vote

  • 5.18.1 A challenge to a right to vote at a meeting of members:
    • 5.18.1(a) may only be made at the meeting; and
    • 5.18.1(b) must be determined by the chair of the meeting, whose decision is final.

5.19 Who can appoint a proxy

  • 5.19.1 A member may appoint an individual as the member's proxy to attend and vote for the member at a meeting of the Company's members. The proxy need not be a member.
  • 5.19.2 The Board may determine the form of the instrument for appointment of a proxy.
  • 5.19.3 The chair of the meeting may exclude a person purporting to be a proxy from attending or voting at the meeting if the chair of the meeting is not satisfied that the person has been validly appointed as a proxy or is the person named in the relevant instrument of appointment.
  • 5.19.4 If a proxy is not named on the proxy form then the proxy is given to the chair of the meeting.
  • 5.19.5 A proxy is not permitted to vote at a general meeting (including one that has been adjourned) unless the instrument appointing the proxy is received:
    • 5.19.5(a) at the Company's registered office or through any technological means specified for that purpose in the notice convening the meeting; and
    • 5.19.5(b) at least 48 hours before the commencement time specified in the notice of meeting.
  • 5.19.6 If the proxy of a member, and the member, are both present at the meeting, the proxy may speak and vote for the member with the consent of the member.

5.20 Attorney of member

An attorney for a member may do whatever the member could do personally as a member, but if the attorney is to vote at a meeting of members the instrument conferring the power of attorney or a certified copy of it must be produced to the Company at least 48 hours before the meeting, in the same way as the appointment of a proxy.

6 Directors

6.1 Number of directors

The Company has between 9 and 12 directors comprising:

  • 6.1.1 9 elected directors, elected by the members in accordance with rules 6.5 and 6.8; and
  • 6.1.2 up to 3 co-opted directors, co-opted by the Board in accordance with rules 6.9 and 6.10.

6.2 Who can be a director

  • 6.2.1 Only members of the Company are eligible to be a director of the Company.
  • 6.2.2 Any person who:
    • 6.2.2(a) is currently employed by the Company;
    • 6.2.2(b) was employed by the Company at any time in the 3 years before the Nomination Date; or
    • 6.2.2(c) provides consulting or independent contractor services to the Company, whether through a corporate entity or otherwise as at the Nomination Date,
    • cannot be a director of the Company.

6.3 Other skills and qualities of directors

  • 6.3.1 An individual nominated for election or appointed as a director of the Company should also:
    • 6.3.1(a) hold governance experience commensurate with a position on the Board of the Company;
    • 6.3.1(b) have other competencies, skills and experience as set by the Board; and
    • 6.3.1(c) satisfy the factors set out in rule 4.2.2 to a high standard.

6.4 How to nominate

  • 6.4.1 A nomination of a candidate for election as director must:
    • 6.4.1(a) be in the manner and form specified by the Board; and
    • 6.4.1(b) include a signed declaration from two other members of the Company indicating their support for the candidate's nomination.
  • 6.4.2 A nomination of a candidate for election must be received at the registered office of the Company on or before the Nomination Date.
  • 6.4.3 The Company must give notice in writing of the Nomination Date to each member at least 28 days before the Nomination Date.

6.5 Dealing with nominations

  • 6.5.1 The Board may appoint a returning officer for the purpose of the nomination and election of directors. If the Board does not appoint a returning officer, the secretary will act as the returning officer.
  • 6.5.2 The returning officer must not accept any nominations that do not meet the requirements set out in rules 6.2, 6.4.1 and 6.4.2.
  • 6.5.3 If the number of nominations received is less than or equal to the number of positions to be elected, those candidates must be declared elected at the next annual general meeting. Any vacant elected director position remaining on the Board is taken to be a casual vacancy.
  • 6.5.4 If the number of nominations received is more than the number of positions to be elected, a ballot must be held in accordance with rule 6.8.

6.6 Establishment of Nominations Committee

The Board may establish a Nominations Committee, to consist of the chair or, if there are co-chairs, at least one of the co-chairs (as determined in accordance with any relevant policies or procedures determined by the Board or, in the absence of such policies and procedures, by agreement between them), and an equal number of directors and members of the Company.

6.7 Role of the Nominations Committee

  • 6.7.1 The role of the Nominations Committee is to assist the Company to identify individuals having appropriate competencies, skills and experience to serve as a director of the company, including qualities consistent with rule 6.3, to help achieve the purpose and objectives of the Company set out in rule 2.
  • 6.7.2 The Nominations Committee may:
    • 6.7.2(a) evaluate all nominations including requesting written information on the candidates’ skills, qualifications and experience relevant to the criteria in rule 6.3 and, where appropriate, interviewing the candidate;
    • 6.7.2(b) provide information to the Board, that the Board in its discretion may provide to members, on the degree to which candidates meet the competencies, skills and experience requirements set by the Board, including the extent to which a candidate fulfils the criteria in rule 6.3; and
    • 6.7.2(c) undertake other activities consistent with the terms of this constitution and generally accepted principles of good corporate governance as the Board may determine.

6.8 Ballot

  • 6.8.1 If a ballot is required, the returning officer must list in the notice of annual general meeting distributed to members:
    • 6.8.1(a) the maximum number of vacancies that may be filled at the annual general meeting under this constitution;
    • 6.8.1(b) a list of the candidates;
    • 6.8.1(c) any information provided by the Nominations Committee that the Board determines to include;
    • 6.8.1(d) information on how to vote (either electronically or by way of postal vote) and the Closing Date (as defined in rule 6.8.5); and
    • 6.8.1(e) any such other information as the Board determines to include.
  • 6.8.2 Prior to any ballot for election of directors, the Board, subject to compliance with the Act, may prescribe the method or methods of voting, including by any electronic means, provided that a postal ballot is one of the prescribed methods of voting.
  • 6.8.3 In the case of postal voting, members will be distributed:
    • 6.8.3(a) a ballot paper; and
    • 6.8.3(b) an unsealed envelope, bearing the address of the Company, and having space on the reverse side for the name, address and signature of the member to which it is sent.
  • 6.8.4 The Board must ensure a secure method of identifying a member by reference to a personal identification code or any other manner approved by the Board where an electronic voting system is used.
  • 6.8.5 Every member wishing to vote must do so by completing the electronic voting process or by returning the ballot paper to "The Returning Officer" by 5.00 p.m. Sydney time on the date (Closing Date) which is 3 days prior to the date of the relevant annual general meeting.
  • 6.8.6 A member is permitted to vote in favour of any number of candidates equal to or less than the number of vacancies to be filled at the annual general meeting.
  • 6.8.7 The Company must reject an electronic vote or ballot paper in circumstances where:
    • 6.8.7(a) the person who has exercised the vote is not registered as a member;
    • 6.8.7(b) it is not clear which candidate(s) the member wishes to vote for;
    • 6.8.7(c) the number of candidates for whom the member has voted is greater than the number of current vacancies; or
    • 6.8.7(d) the electronic voting process is completed or the ballot paper is received by the Company after 5.00 p.m. on the Closing Date.
  • 6.8.8 The returning officer is responsible for the counting of votes, and must ensure that the Company completes counting all votes (other than those rejected), as recorded through the electronic voting process or on ballot papers, prior to the next annual general meeting.
  • 6.8.9 The candidates receiving the greatest number of votes cast in their favour must be declared by the chair of the meeting to be elected as directors.
  • 6.8.10 If two or more candidates receive an equal number of votes, and there are not enough vacancies for all of these candidates to be elected, the candidate(s) to be elected must be decided by lot.
  • 6.8.11 Any candidate is entitled to appoint a scrutineer to be present during the counting of votes.
  • 6.8.12 The chair of the meeting will announce the outcome of the election at the next annual general meeting.

6.9 Power of the Board to appoint

The Board may co-opt up to 3 additional directors at any time to provide additional skills required by the Board.

6.10 Qualification of co-opted directors

  • 6.10.1 Only individuals who satisfy rule 6.2 and, in the opinion of the Board, would be eligible under rule 6.3, may be co-opted as directors.
  • 6.10.2 For the purposes of rule 6.10.1, the references to "Nomination Date" in rule 6.2 should be read as references to "proposed date of appointment".

6.11 Elected directors

Elected directors hold office:

  • 6.11.1 from the end of the annual general meeting at which they are elected; and
  • 6.11.2 until the end of the third annual general meeting after they are elected,

subject to rule 6.14.

6.12 Co-opted directors

Co-opted directors hold office:

  • 6.12.1 from the time they are co-opted; and
  • 6.12.2 until the end of the third annual general meeting after they are co-opted, or a shorter period as determined by the Board,

subject to rule 6.14.

6.13 Limit on consecutive terms of office

No director may serve for more than three consecutive terms of office (not including any term filled as a casual vacancy in accordance with rule 6.15.2(b)), unless exempted from this restriction by a resolution of the other directors, where the other directors determine that there are exceptional circumstances.

6.14 Ceasing to be a director

  • 6.14.1 Subject to the Act, directors may resign in writing to the Company. Subject to the Act and unless written resignation provides otherwise, the resignation takes effect from the date the resignation is received by the Company.

  • 6.14.2 Directors may be removed at a general meeting in accordance with the Act. The resulting vacancy may be filled at the general meeting.
  • 6.14.3 A director ceases to be a director if she or he:
    • 6.14.3(a) becomes bankrupt or suspends payment or compounds with her or his creditors;
    • 6.14.3(b) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
    • 6.14.3(c) is not present at 3 consecutive Board meetings without special leave of absence from the Board;
    • 6.14.3(d) ceases to be a member;
    • 6.14.3(e) becomes disqualified from being a director under the Act or any order made under the Act;
    • 6.14.3(f) enters into an employment relationship with the Company; or
    • 6.14.3(g) provides consulting or independent contractor services to the Company, whether through a corporate entity or otherwise.

6.15 Appointment

  • 6.15.1 If there is a vacancy in an elected director position, the Board may appoint a person who satisfies rule 6.2 and, in the opinion of the Board, is eligible under rule 6.3, to fill that vacancy. For the purposes of this rule, the references to "Nomination Date" in rule 6.2 should be read as references to "proposed date of appointment".
  • 6.15.2 Where a director is appointed to fill a vacancy arising:
    • 6.15.2(a) under rule 6.5.3, that director holds office until the end of the third annual general meeting after the annual general meeting at which the vacancy arose; or
    • 6.15.2(b) other than under rule 6.5.3, that director holds office for the remainder of the term of office of the person whose position on the Board she or he is filling.
  • 6.15.3 The Board may continue to act despite any vacancy in directors.

6.16 General business management

  • 6.16.1 The business of the Company is to be managed by or under the direction of the Board.
  • 6.16.2 The Board may exercise all the powers of the Company except any powers that the Act or this constitution requires the Company to exercise in general meeting.
  • 6.16.3 A rule made or resolution passed by the Company in general meeting does not invalidate any prior act of the Board which would have been valid if that rule or resolution had not been made or passed.

6.17 Borrowing powers

  • 6.17.1 Without limiting rule 6.16, but subject to rule 1.3.2, the Board may exercise all the powers of the Company to borrow money, to charge any property or business of the Company and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

6.18 Appointment of attorney

  • 6.18.1 The Board may appoint any person(s) to be the attorney(s) of the Company for the purposes, with the powers and discretions (being powers and discretions vested in or exercisable by the Board), for the period and subject to the conditions it sees fit.
  • 6.18.2 A power of attorney may contain the provisions for the protection and convenience of persons dealing with the attorney that the Board sees fit and may also authorise the attorney to delegate all or any of the powers and discretions vested in the attorney.

6.19 Negotiable instruments

  • 6.19.1 Any two directors may sign, draw, accept, endorse or otherwise execute a negotiable instrument.
  • 6.19.2 The Board may determine that a negotiable instrument, including a class of negotiable instrument, may be signed, drawn, accepted, endorsed or otherwise executed in a different way.

6.20 Validation of acts of directors and secretaries

Even if it is subsequently found that a person who has acted as a director was not properly elected, co-opted or appointed, the validity of:

  • 6.20.1 the acts of that person as a director, and
  • 6.20.2 decisions of meetings of the Board in which that person has participated,

is not affected.

6.21 Prohibition on being present or voting

  • 6.21.1 Except where permitted by the Act, a director who has a material personal interest in a matter that is being considered at a meeting of directors:
    • 6.21.1(a) must not be counted in a quorum;
    • 6.21.1(b) must not vote on the matter; and
    • 6.21.1(c) must not be present while the matter is being considered at the meeting.
  • 6.21.2 If a director who has a material personal interest in a matter that is being considered at a meeting of the directors is not prohibited by the Act from being present at the meeting and voting, the director may be present, be counted in the quorum and may be heard but may not vote on the matter.

6.22 Director to disclose interests

Each director must comply with the Act in relation to the disclosure of director's interests.

6.23 No directors' remuneration

No director may receive any remuneration for her or his services in her or his capacity as a director of the Company.

6.24 Directors' expenses

  • 6.24.1 Despite rules 1.3.2 and 6.23 the Company may permit payments for out-of-pocket expenses incurred in carrying out the duties of a director where the payments are within limits approved by the Board.
  • 6.24.2 The Board must approve all payments the Company makes to its directors.

6.25 Financial benefit

  • 6.25.1 Subject to rule 6.25.2, the Company must not provide any financial benefit to a director or any related party of a director, other than in accordance with rule 6.24.
  • 6.25.2 Rule 6.25.1 does not prevent the Company from entering into a contract or arrangement with a company in which a director has an interest provided that the director has complied with her or his obligations under rules 6.21 and 6.22.
  • 6.25.3 The Company must not make loans to directors, or provide guarantees or security for obligations undertaken by directors other than obligations which were undertaken by the director solely in promotion of the objectives of the Company.

6.26 Office bearers

  • 6.26.1 The office bearers of the Company are to be determined by the Board and, at the Board's discretion, will comprise of:
    • 6.26.1(a) the chair, the deputy chair and the secretary; or
    • 6.26.1(b) two co-chairs and the secretary.
  • 6.26.2 Subject to rule 6.26.3, office bearers are appointed by the Board at the first Board meeting after the annual general meeting and hold office until the end of the first meeting of the Board held after the next annual general meeting, unless the office bearer resigns from her or his position, ceases to be a director (where the office bearer is a director), or is removed by resolution of the Board.
  • 6.26.3 Where a vacancy arises in an office bearer position, a replacement office bearer is to be appointed by the Board at the first Board meeting after the vacancy arises or, if the vacancy arises during a Board meeting, at that meeting and such replacement office bearer will hold office until after the next annual general meeting. In filling a vacancy in an office bearer position, the Board may determine whether the new composition will be in accordance with rule 6.26.1(a) or 6.26.1(b).
  • 6.26.4 Except for the secretary, only directors may be office bearers. Any director is eligible for election to any office bearer position.
  • 6.26.5 Subject to this rule 6.26, the office bearers are to be appointed by the Board in such manner as the Board determines.

6.27 Delegation to committee of directors

  • 6.27.1 The Board may delegate any of its powers to a committee of directors and revoke the delegation.
  • 6.27.2 A committee must exercise the powers delegated to it in accordance with any directions of the Board. The exercise of the power by the committee is as effective as if the Board had exercised it.
  • 6.27.3 The meetings and proceedings of any committee of directors are governed by the provisions in this constitution regulating the meetings and proceedings of the Board.

6.28 Delegation generally

  • 6.28.1 For managing any affairs of the Company in any specified locality the Board may:
    • 6.28.1(a) establish any local committees, boards or branches;
    • 6.28.1(b) appoint any members of the Company to be a member of the local committee, board or branch;
    • 6.28.1(c) appoint any managers or agents, fix their remuneration and delegate to them any of the powers vested in the Board; and
    • 6.28.1(d) authorise the members for the time being of the local committee, board or branch to fill any vacancies on it and to act despite vacancies.
  • 6.28.2 Any committee (including a committee of directors and a local board or branch) or person appointed to the committee, exercising delegated powers, must conform to any regulations that may be imposed by the Board. The committee may be authorised to sub-delegate any of the powers vested in it.

7 Meetings of the Board of directors

7.1 Convening meetings of the Board

  • 7.1.1 The directors may meet together for the despatch of business and adjourn and otherwise regulate their meetings as they see fit.
  • 7.1.2 The chair (including a co-chair), the deputy chair or any three directors may at any time, and on their request the secretary must, call a meeting of the Board.
  • 7.1.3 A board meeting will be chaired by the chair of the Company or, if the Company has co-chairs, one of the two co-chairs (in accordance with any relevant policies or procedures determined by the Board or, in the absence of such policies and procedures, by agreement between the two co-chairs).
  • 7.1.4 Where a Board meeting is held and:
    • 7.1.4(a) there is no chair of the Company; or
    • 7.1.4(b) the chair (or the relevant co-chair) is not present within 30 minutes after the time appointed for the holding of the Board meeting or is unwilling to act;

    the deputy chair or other co-chair (as the case may be) of the Company if present presides as chair of the Board meeting or, if the deputy chair or other co-chair (as the case may be) is not present or is unwilling to act, the directors present may appoint a director to be chair of the Board meeting.

    7.2 Technology meeting of the Board

    • 7.2.1 A Board meeting may be held using any form of technology approved by the Board and specified in the notice of meeting.
    • 7.2.2 A director may participate in a meeting by a form of technology not specified in the notice of meeting only with the prior approval of the chair or the co-chairs (as the case may be).

    7.3 Notice of meetings of the Board

    • 7.3.1 Reasonable notice of a Board meeting must be given to each current director, other than a director on leave of absence approved by the Board.
    • 7.3.2 A notice of a Board meeting must:
      • 7.3.2(a) be given in a way permitted by rule 10;
      • 7.3.2(b) specify the time and place of and, if relevant, the form of technology for, the meeting; and
      • 7.3.2(c) state the nature of the business to be transacted at the meeting.
    • 7.3.3 A resolution passed at a Board meeting is not invalid just because a director did not receive notice of the meeting provided that:
      • 7.3.3(a) the notice was not received because of accident or error;
      • 7.3.3(b) before or after the meeting, the director notifies the Company of her or his agreement to the resolution; or
      • 7.3.3(c) the director attended the meeting.

    7.4 Quorum

    The quorum for a Board meeting is a majority of the directors entitled to vote. The quorum must be present at all times during the meeting.

    7.5 Passing of directors' resolutions

    • 7.5.1 A resolution of the Board must be passed by a majority of the votes cast by directors entitled to vote on the resolution.
    • 7.5.2 The chair of the Board meeting has a casting vote if necessary in addition to any vote she or he has as a director. The chair of the Board meeting has a discretion both as to whether or not to use the casting vote and as to the way in which it is used.

    7.6 Circulating resolutions

    • 7.6.1 The Board may pass a resolution without holding a Board meeting if 75% of the directors entitled to vote on the resolution either:
      • 7.6.1(a) sign a document containing a statement that they are in favour of the resolution set out in the document; or
      • 7.6.1(b) otherwise provide their agreement to the resolution by any other method approved by the Board.
    • 7.6.2 Separate copies of a document may be used for signing by directors if the wording of the resolution and statement is identical in each copy.
    • 7.6.3 The resolution is passed when the last director signs or otherwise provides their agreement to the resolution as permitted under this rule 7.6.

    8 Chief Executive Officer

    8.1 The Board may appoint any person, not being a director, to the position of chief executive officer for the period and on the terms (including as to remuneration) the Board sees fit.

    8.2 The chief executive officer is not a member of the Board, but may attend meetings of the Board except where the Board otherwise decides.

    8.3 The Board may, upon terms and conditions and with any restrictions it sees fit, confer on a chief executive officer any of the powers that the Board can exercise.

    8.4 Any powers so conferred may be concurrent with, or to the exclusion of, the powers of the Board.

    8.5 The Board may revoke or vary:

    • 8.5.1 an appointment; or
    • 8.5.2 any of the powers conferred on the chief executive officer.

    8.6 If the chief executive officer becomes incapable of acting in that capacity the Board may appoint any other person, not being a director, to act temporarily as chief executive officer.

    9 Minutes

    9.1 The Board must ensure that:

    • 9.1.1 minutes are taken and kept of all general meetings, meetings of the Board and resolutions without a meeting; and
    • 9.1.2 in the case of minutes of meetings – the minutes are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting; or
    • 9.1.3 in the case of minutes of resolutions without a meeting – the minutes are signed by a director within a reasonable time after the resolution is passed,

    as required in accordance with the Act.

    10 Notices

    10.1 Any notice, document or other communication required or permitted to be given under this constitution or law may be given in any manner (including through the use of technology) so long as such manner complies with:

    • 10.1.1 the law; and
    • 10.1.2 any policies and procedures relating to the giving and receiving of notices, documents and other communications as determined by the Board.

    11 Indemnity and insurance

    11.1 Indemnity

    • 11.1.1 To the extent permitted by the Act, the Company indemnifies every person who is or has been an officer of the Company against:
      • 11.1.1(a) any liability (other than the liability for legal costs) incurred by that person as an officer of the Company; and
      • 11.1.1(b) reasonable legal costs incurred in defending an action for a liability incurred by that person as such an officer of the Company, unless prohibited by the Act.
    • 11.1.2 The indemnity does not extend to and is not an indemnity against any amount in respect of which the indemnity would otherwise be illegal, void or unenforceable or not permitted by law and does not operate in respect of any liability of the officer to the extent that liability is covered by insurance.

    11.2 Insurance

    • 11.2.1 The indemnity does not extend to and is not an indemnity against any amount in respect of which the indemnity would otherwise be illegal, void or unenforceable or not permitted by law and does not operate in respect of any liability of the officer to the extent that liability is covered by insurance.
      • 11.2.1(a) conduct involving a wilful breach of duty in relation to the Company; or
      • 11.2.1(b) contraventions of the Act in respect of which the Act does not permit such premiums to be paid.

    11.3 Director voting on contract of indemnity or insurance

    Despite anything in this constitution, a director is not precluded from voting in respect of any contract or proposed contract of indemnity or insurance, merely because the contract indemnifies or insures or would indemnify or insure the director against a liability incurred by the director as an officer of the Company or of a related body corporate.

    11.4 Liability

    An officer of the Company is not liable for the act, neglect or default of any other officer or for joining in any act or for any other loss, expense or damage which arises in the execution of the duties of her or his office unless it arises through her or his own negligence, default, breach of duty or breach of trust.

    12 Winding up

    12.1 If the Company is wound up or dissolved, the amount that remains after such winding up or dissolution and the satisfaction of all debts and liabilities will be transferred to another organisation with similar objects and purposes which is not carried on for the profit or gain of its members as determined by the members of the Company.

    12.2 If the Company is endorsed as a deductible gift recipient by the Commissioner of Taxation under Division 30 of the Income Tax Assessment Act 1997 and such endorsement is revoked, the Company must transfer to another organisation which is endorsed as a deductible gift recipient as determined by the members of the Company any surplus representing:

    • 12.2.1 gifts of money or property made for the principal purpose of the Company;
    • 12.2.2 contributions made in relation to an eligible fundraising event held for the principal purpose of the Company; and
    • 12.2.3 money received by the Company because of such gifts and contributions.

    12.3 If the members do not make the necessary determination under rules 12.1 and 12.2, the Company may apply to the Supreme Court to determine the organisation or organisations to whom the transfers are to be made.

    13 Accounts, audit and records

    13.1 Accounts

    • 13.1.1 The Board must cause proper accounting and other records to be kept in accordance with the Act.
    • 13.1.2 The Board must distribute copies of every financial statement (including every document required by law to be attached to it) as required by the Act.

    13.2 Audit

    • 13.2.1 Subject to the Act, a registered company auditor must be appointed.
    • 13.2.2 The remuneration of the auditor must be fixed and the auditor's duties regulated in accordance with the Act.

    14 Miscellaneous provisions

    14.1 Rights of inspection

    • 14.1.1 The Board, or the Company by a resolution passed at a general meeting, may authorise a member to inspect books of the Company.
    • 14.1.2 A member other than a director does not have the right to inspect any document of the Company, other than the minute books for the meetings of its members and for resolutions of members passed without meetings, except as provided by law or authorised by the Board or by the Company in general meeting.
    • 14.1.3 Directors have the rights of inspection and access provided by the Act.

    14.2 Confidential information

    Except as provided by the Act, no member (not being a director) is entitled to require or receive any information concerning the business, trading or customers of the Company or any trade secret, secret process or other confidential information of or used by the Company.

    14.3 Execution of documents

    Without limiting the ways in which the Company may execute documents under the Act and subject to this constitution, a Company may execute a document if the document is signed by:

    • 14.3.1 two directors of the Company; or
    • 14.3.2 a director and a company secretary of the Company; or
    • 14.3.3 any other person authorised by the Board for that purpose.

    14.4 Formalities omitted

    If some formality required by this constitution is inadvertently omitted or is not carried out the omission does not invalidate anything, including any resolution, which would have been valid but for the omission, unless it is proved to the satisfaction of the Board that the omission has directly prejudiced any member financially. The decision of the Board is final and binding on all members.

    14.5 Alterations

    • 14.5.1 If the Company is endorsed as an income tax exempt fund, a tax concession charity or a deductible gift recipient by the Australian Taxation Office, before making any alterations to this constitution (in particular rules 1.3, 2, 6.2, 6.3, 6.23, 6.24, 6.25, 6.27, 6.28, 8.3, 8.4, or 12) the Board must consider:
      • 14.5.1(a) whether those alterations may affect the entitlement of the Company to that endorsement; and
      • 14.5.1(b) whether, as a term of the endorsement, the Company is required to notify the Australian Taxation Office or any other government authority of the alterations to this constitution.

    Schedule 1 – Dictionary and interpretation

    1 Replaceable rules excluded

    The replaceable rules contained in the Act do not apply to the Company.

    2 Definitions

    In this constitution:

    • 2.1.1 Act means the Corporations Act 2001 (Cth) and includes any amendment or re-enactment of it or any legislation passed in substitution for it;
    • 2.1.2 Board means the directors assembled as the board of the Company;
    • 2.1.3 Company means Australian Consumers’ Association ACN 000 281 925;
    • 2.1.4 member means either a voting member or a life member, but does not include a member of CHOICE;
    • 2.1.5 Nomination Date means the date prescribed by the Board as being the final date for acceptance of nominations for the office of director, which will be at least 90 days prior to the next annual general meeting;
    • 2.1.6 Nominations Committee means a committee established under rule 6.6 for the purpose of, among other things, identifying candidates for election or appointment as directors; and
    • 2.1.7 officer means, for the purposes of rules 11.1, 11.2, 11.3 and 11.4, a director or secretary or a member of a local committee, board or branch appointed under rule 6.28.1.

    3 Interpretation

    • 3.1.1 Reference to:
      • 3.1.1(a) one gender includes the others;
      • 3.1.1(b) the singular includes the plural and the plural includes the singular; and
      • 3.1.1(c) a person includes a body corporate.
    • 3.1.2 Except so far as the contrary intention appears in this constitution:
      • 3.1.2(a) an expression has in this constitution the same meaning as in the Act; and
      • 3.1.2(b) if an expression is given different meanings for the purposes of different provisions of the Act, the expression has, in a provision of this constitution that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act.
    • 3.1.3 "Including" and similar expressions are not words of limitation.
    • 3.1.4 Headings and any table of contents or index are for convenience only and do not form part of this constitution or affect its interpretation.