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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.

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Key governance documents

Download the annual review as a PDF (6.9MB) AA137 Annual Review 2019-20 ONLINE version_thumbnail

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

Year in review

Our chair and CEO report on an extraordinary year

(Images: Sandra Davey, Choice Chair and Alan Kirkland, Choice CEO.)

We entered 2019–20 thinking that it would be dominated by celebrations of CHOICE's 60th anniversary. Instead, the COVID-19 pandemic made this year one of the most challenging that CHOICE has ever faced. More importantly, this had a deep impact on the lives of our members. We were, however, ultimately inspired by the way in which members rallied around the organisation and the way our staff responded to the challenge. 

Strengthening your rights 

Consistent with our history, advancing consumer rights was an important theme. In the first part of the year, we focused on securing important reforms recommended by the financial services royal commission and these helped us achieve two long-term priorities: an obligation for mortgage brokers to act in their clients’ best interests, and protection from unfair contract terms in insurance. In other areas, we saw improvements to the Health Star Rating scheme, a ban on unfair late payment fees in energy and, following our investigation into the funeral industry, a requirement for funeral directors in NSW to provide prices in advance. 

Our partnership with Super Consumers Australia, a specialist superannuation team based at CHOICE, helped secure reforms in the super sector. These included reforms to default insurance within super to better protect younger workers, people with multiple funds and people with low balances. 

When large parts of Australia were affected by a devastating bushfire season, we investigated how insurance companies defined fire and launched a campaign for a fair, common definition. 

When the COVID-19 pandemic hit, we rapidly assessed the key risks to consumers, producing a broad range of information to help consumers with new decisions. We campaigned successfully for health funds to delay price increases and for super funds to drop pandemic exclusion clauses from their insurance. We also ranked the performance of banks through the crisis, putting pressure on them to treat customers fairly. Our investment in online campaigning enabled us to work alongside our supporters on many of these issues.

(Graphic):

When is a fire not a fire?

Insurance companies can define 'fire' however they like. These are the worst examples CHOICE experts found:

- AIMI, APIA and GIO all have confusing exclusions. If heat from a passing bushfire affects part of your building or contents but doesn't ignite a burning building within 10 metres you won't be covered.

- Coles: Flames have to be present for your cover to kick in

- Youi doesn't cover scorching, melting or smouldering unless there are flames. Cover is confusingly different for buildings and contents

- Budget Direct, Virgin Money and ING won't cover you for "smoke or soot when no damage from fire has occurred".

- QBE "won't cover damage caused by charring , melting or scorching as a result of fire without the presence of flames".

(End of graphic.)

Changing how we work

The COVID-19 situation forced a rapid change in the way that our people work. This started in late March when, with just a few days’ notice, we made the decision to close the CHOICE building and our entire organisation moved to working from home. Thankfully, the significant investments in modernising CHOICE's technology over the past few years meant that all staff had access to laptops, supported by secure technology that enabled them to work remotely. 

Some of our testers homes became temporary labs and, like other Australians, many staff juggled work and home-schooling responsibilities. By late May the situation was safe enough for us to allow a small number of staff back into the office, starting with testers who had found it challenging to work from home for a prolonged period. By June, more staff had returned but most were still working from home. 

Through this period, we regularly measured staff engagement and wellbeing, and were heartened to see that despite extremely challenging circumstances our people remained highly productive and motivated. As a result of this, we expect increased flexibility around when and where people work to become a permanent feature of our organisation. This will also mean that living in Sydney no longer needs to be a requirement for working at CHOICE. 

Growing membership

Even before COVID-19, improving membership was an important focus for the year. We conducted extensive research to understand the different types of people who are members of CHOICE and what attracts them. Building upon this, we improved the home page of choice.com.au and the way that we describe the organisation to people considering membership. We invited members to help us with a new advertising campaign and a number accepted our challenge, helping to create a series of powerful videos that explain the value of CHOICE in their words. And when bushfires and then COVID-19 hit, we focused on keeping members, offering fee relief to those in financial hardship. 

These changes, along with our efforts to focus on information and assistance that people needed in the context of COVID-19, helped us to grow memberships from 174,906 to 180,667 (a 3% increase), with most of this growth occurring between January and June. This would not have been possible without our investment in improving the value we provide to members through choice.com.au. 

Modernising technology

Behind the scenes, we continued to invest in modernising CHOICE's technology, improving the way we help members by dramatically improving the way our staff work. An important part of this work was an upgrade to our customer service and payments technology, which provided more payment options for members, along with improved protection of credit card details. Importantly, our technology environment is now cloud-based, allowing our customer service team to help members regardless of whether they are working from home or the office. 

Raising funds in new ways 

While we are grateful for the support we receive from members, research conducted in 2019 told us that some members would be willing to donate more, so we began offering more ways for members to do this. In some early tests of online fundraising to support our purpose, over 1000 people gave us a total of over $20,000. This included $14,000 towards a series of advertisements calling for banks to treat customers in financial hardship more fairly. We will continue to offer more ways for members to support our independent testing, investigations and advocacy through donations and bequests in 2020–21.

Finances

2019–20 was the final year of a four-year program of strategic investment in the organisation through planned deficit budgets. This has involved using some of the $6.31m in above-budget surpluses that had accumulated in the five years to 2015–16 to build capabilities that we need. The non-financial benefits of this investment are evident through this report – such as our ability to win campaigns on behalf of consumers, to build digital tools that consumers value, to support our work with modern technology and, through doing so, to attract and retain more members. The impact of these investments across the four years can also be measured quantitatively, with strong increases in revenue, the number of ways we help consumers, and the numbers of people engaged in our work. It has been a calculated and necessary investment which is paying off. 

Our deficit of $0.44m (excluding the impact of a grant for travel-related work received in an earlier year) was a significant reduction on the $1.53m reported last year and in line with our plan to move the budget back towards surplus. While the ongoing COVID-19 situation creates a lot of uncertainty, the capabilities that we have created through this period of investment put us in a much stronger position to adapt to changes in consumers’ needs in increasingly volatile market conditions. 

(Graphic:)

Impact of our investment strategy

Our achievements over the past four years of growth include:

- 20% increase in revenue

- 46% growth in traffic to choice.com.au

- 128% increase in campaign supporters

- launch of nine new online tools to help consumers make better choices

- improved staff engagement through a time of enormous change

- important reforms in banking, insurance and energy supported by digital campaigns)

(End of graphic)

Governance

As part of our commitment to good practice in governance, in late 2019 the Board commissioned an external review of our approach to governance. This found that we are doing well against external benchmarks but identified some improvements to the way we design and run meetings, and we began implementing these in 2020. 

The makeup of the Board also continued to evolve. Nic Cola joined in November 2019, bringing a wealth of relevant experience, especially from his time at Fairfax. We were sad to bid farewell to our Deputy Chair, Bill Davidson, who stepped down in November 2019. Over his 13 years with CHOICE, including a period as interim CEO, Bill made an enormous contribution to our thinking about the strategic challenges and opportunities facing CHOICE. His sound judgement and wisdom were highly valued within the Board and we are glad that we can continue to draw upon his advice. Jennifer Zanich resigned in December 2019 as she was relocating to London. In her four years on the Board, Jennifer encouraged us to be ambitious about what the organisation could achieve. We are very grateful for her passion and commitment. Ben Heuston resigned in March 2020. 

We also began preparing for a change of Chair, as Sandra will complete her final term at the 2020 AGM. This represents a major change for the two of us, as we each joined CHOICE in late 2012 and have worked together as Chair and CEO since 2017. While we're sad to see this period come to an end, we're really proud of the work that we have been able to achieve together. 

In particular, we're proud to share the leadership of an organisation that can claim 60 years of representing the rights of Australian consumers.

Advocating for change

Making a difference for all Australians

GOAL: Increase the power of consumers

CHOICE continues to champion and deliver change that benefits all Australians. We've made substantial progress for consumers this year, with major reform in banking, insurance, data, superannuation and the funeral industry.

Image of Karen Cox and Drew MacRae (Financial Rights Legal Centre), Xavier O'Halloran (Super Consumers Australia) and Sarah Agar (CHOICE) at Parliament House, July 2019.)

Reforming our banks

Last year, the banking royal commission exposed the deep harm that the banking system was causing its customers. This year we helped to shape reforms to fix the problems the commission identified. 

Mortgage brokers now have to act in the best interests of their clients. CHOICE has been calling for stronger standards in the mortgage sector for many years, conducting shadow shops and research to show that brokers too often recommend something that's great for a bank or that boosts their commission. 

We've also seen changes to how financial advisers are paid, with an end to 'grandfathered commissions' – a cuddly term for fees that many advisers were receiving for leaving their clients in long-standing investments. 

We're only at the beginning of this process, with further reform expected in the coming year. CHOICE will continue to make sure the banking system treats everyone fairly and that the causes of customer harm are fully dealt with. 

Making insurance contracts fair

Insurance contracts have been allowed to include terms that are blatantly unfair to customers but this unfairness ends on 1 April 2021. 

We see unfair contract terms all the time in our reviews. Unfair terms are particularly common in travel insurance, where insurers often deny cover to people who have ever sought help for any type of mental health condition. These broad and tricky exclusions mean many pay for insurance cover they can't use, or are left with large bills when something goes wrong. 

We worked alongside many other advocates to close the loophole that allowed insurers to rely on unfair terms. Partnering with Consumer Action Law Centre, we delivered a petition signed by over 20,000 Australians to the Treasurer in November 2019. As part of this, our supporters sent in thousands of photos of much-loved pets – the family members who are affected by common unfair pet insurance contracts. Parliament agreed with us and the new law takes effect in April 2021, finally making insurance fairer. 

Image of Xavier O'Halloran (SCA), Jenni Mack (former CHOICE Chair), Delia Rickard (ACCC), Alan Kirkland (CHOICE) and  Gerard Brody (Consumer Action) at the SCA launch.)

A new super advocate

CHOICE – particularly through our former Chair, Jenni Mack – has long campaigned for a dedicated consumer advocacy organisation for the superannuation system. Superannuation is complex and, if we get it wrong, people lose thousands across their lifetime to high fees and poor performing products.

In September 2019 we officially launched our partnership with Super Consumers Australia (SCA), allowing us to establish a specialist superannuation team within CHOICE.

SCA has already helped make the case for significant change, supporting the Putting Members Interests First legislation that passed in September 2019. This will see a reduction in the number of people paying twice for insurance within their super fund or paying for insurance they don't need. SCA has also successfully pressured large super funds to remove unfair exclusions in insurance that harm people who are unemployed or who work casual hours.

The new Consumer Data Right is here

One change that we hope will benefit consumers for many years to come is the Consumer Data Right. We worked with the federal government to shape this new right for you to gain access to the data that companies hold about you. This new regime is currently being rolled out, with initial banking data available from 1 July 2020. We hope this will mean you can make your data work in your interests. Over time, we expect this to result in better comparison services that make it easier for you to see where you are paying more than you should. 

Fairer funerals 

CHOICE's multi-part investigation into the failings of the funeral industry showed that many people were paying too much for the basics. Funeral companies could charge outrageously high fees because most refused to give details about the costs. Many had no pricing information on their website and a lot of quotes included vague charges for "professional services". 

On the back of CHOICE's work, the NSW Government announced new rules for the industry, which will make it easier for people to access pricing information when planning a funeral. The new rules force funeral providers to list the costs of services at their place of business and on their website, and to provide price details before entering into an agreement. These set an important precedent for other jurisdictions. We were also pleased to see the ACCC set the funeral industry as one of its priorities for 2020. 

Keeping consumer issues on the agenda 

Over the next year we will focus on reforms that Australians need the most and continue to call out companies taking advantage of people in national crises. We want governments to make sure that: 

- Australians have the cover they need from insurance during bushfires 

- businesses don't take advantage of people during a pandemic by selling fake or unsafe products 

- our banking system protects people, especially those who may be struggling with high-cost debt 

- no business can profit from unfair business practices. 

We can only make changes for consumers with your help. If you haven't already, you can sign up to hear more about CHOICE campaigns at choice.com.au/campaigns.

Investigation highlights

We shifted the focus of our investigations mid-year in response to the bushfire crisis and COVID-19 pandemic

GOAL: Increase the power of consumers

(Image of a coffin with a wreath on a trolley in a funeral home)

For most Australians, the second half of the 2019/20 financial year felt very different to the first. For the CHOICE Investigations team, it was no different. 

From June to December 2019, we focused on the issues that have always been at the core of what we do: product safety and unfair business practices and the real harm these cause Australians. 

We wrapped up our series on the funeral industry, publishing our investigation into pricing. In the unique research we conducted we asked 36 funeral homes across the country about the price details for different funerals. We found that the information we were given was often unclear, with poor cost breakdowns and outright misinformation. One of the biggest issues we uncovered was the difficulty getting a detailed cost breakdown. In response to our story, the law was changed in NSW, so now funeral providers must provide the price of each of their goods and services and they must also display the cost of their least expensive package. They will also have to provide a cost-itemised quote, in writing, before entering an agreement to provide funeral services. We hope that other states and territories will follow. 

This result was due to the close collaboration between our investigative journalist and campaigns team, something that's extended to other areas of our work. It’s a development that’s allowing us to combine the power of storytelling with the targeted campaigning that leads to real results. 

In a further win, we exposed misleading billing practices by funeral giant Invocare. Our investigation showed that an administration fee that appeared on their invoices was actually a late payment fee, billed in advance. Three months later the company announced this unfair fee would no longer be included in their invoices. 

As 2019 ticked over to 2020, the world shifted in many ways. Bushfires in the early weeks of the year prompted us to produce work on fire definitions in home and contents insurance, air quality and other issues. As the year progressed and COVID-19 entered our world, a whole new slew of consumer issues emerged. 

We looked at what the pandemic meant for refunds on everything from events to gym memberships and travel. We examined price gouging and supply chain issues, called out businesses for panic marketing to vulnerable consumers, and undertook a number of investigations into the sale, use and regulation of hand sanitiser, a subject we never could have anticipated would occupy so much of our time when the year began. More work continues here. 

In the midst of all the upheaval wrought by COVID-19, CHOICE celebrated a significant milestone – our 60th anniversary. The April issue of CHOICE magazine included 20 pages highlighting some of the key events and wins from the last six decades. While the world suddenly seemed much different, there were connections between the past and what we see now. CHOICE started with a strong desire to fight for fairness, and as the pandemic has unfolded, our resolve to protect consumers from businesses that fail to act fairly is stronger than ever. Our investigations continue to be a vital part of that work.

(Image of CHOICE 60th anniversary magazine cover)

Growing campaign supporter actions

In 2019–20, CHOICE members and supporters banded together in big and small ways to win campaigns and strengthen our consumer rights

GOAL: Engage more people)

In September, we went to Parliament House with. Allison Rees and Andrea Shoesmith, two mothers who both tragically lost their daughters after they swallowed button batteries. Allison and Andrea delivered CHOICE’s petition representing more than 25,000 people calling for product safety laws. Because of this petition, we've forged relationships with MPs across parliament, and can continue our calls for safer products. 

When bushfires devastated so much of Australia over spring and summer, CHOICE insurance experts exposed a major loophole: there is no standard definition of 'fire' in insurance, meaning insurance companies can define 'fire' however they like, in some cases excluded damage caused by bushfires. Our social media post exposing the worst examples was shared by over 14,000 people and reached 1.59 million people. More than 35,000 CHOICE supporters signed our petition, and in March we delivered it to Treasurer Josh Frydenberg.

(Graphic: Allison Rees and Andrea Shoesmith with photos of their daughters, outside Parliament House.)

Adapting to COVID-19 

We adapted quickly to get ahead of emerging consumer issues caused by COVID-19,  surveying supporters and launching campaigns to respond to emerging issues. The graphic above illustrates how CHOICE members and supporters got involved. 

(Graphic: 31,190 signed a petition for better protections against price gouging; 25.147 called on banks to do more to help consumers through the pandemic; 897 nominated a business of organisation for a SHINY awards to recognise those helping consumers during tough times; Hundreds shared our scorecard showing the poor efforts of private health funds to help consumers during COVID-19)

(Image of CHOICE CEO Alan Kirkland delivering the petition for a standard definition of natural disasters in insurance to Parliament House.)

Working deeper 

Many CHOICE members also committed time, energy and support to deeper action as part of our campaigns. Here are three highlights:

- Investigating claims: CHOICE supporters researched and identified over 40 examples of mortgage brokers misleading consumers. This evidence formed the basis of our complaint to the ACCC, and media heat helped put it on the political agenda. In December, we won our campaign for a law requiring brokers to act in the best interests of their customers. 

- Writing personal submissions: More than 600 passionate advocates wrote thoughtful and personal submissions to ASIC, calling for an end to corporate influence in schools via programs such as Commonwealth Bank's Dollarmites scheme. Supporters drew on their experience as teachers, school principals, concerned parents and grandparents, and even former CBA staff, to send a clear message that consumers want banks out of schools. The report of ASIC's review of these schemes is due later in 2020. 

- Funding impact: In June, 450 supporters and members chipped in to fund a full-page ad in The Australian Financial Review calling on the big four banks to do more to support consumers during COVID-19. Our fairness scorecard struck a nerve with banking executives, who met with CHOICE to discuss what they could do to improve their score. 

On each of these campaigns, it is the persistence and passion of our members that will help us secure changes for all consumers. Let's keep up the fight. 

Membership matters

Helping members through a challenging year 

GOAL: Grow our revenue

(Image of a laptop computer displaying choice.com.au homepage)

(Image of a mobile phone screen displaying CHOICE membership subscription page)

This year more than ever demonstrated the importance of CHOICE to its members and members to CHOICE. When large parts of Australia were affected by a long and devastating bushfire season, we offered membership fee relief to people who had been directly affected. As the bushfire season drew to a close, it was starting to become clear how the COVID-19 pandemic might affect Australia. We quickly focused our efforts on providing helpful information through our magazine and regular member emails, answering questions on a range of health issues and highlighting price gouging and inappropriate practices. 

Like many people across Australia, our Member Support team was required to work from home from late March 2020. Our investment in improving the technology that allows them to handle member queries meant that we were able to continue helping members through this period of enormous change. 

Behind the scenes, we invested in a range of other technical improvements that we hope will make the experience of being a member of CHOICE simpler and more enjoyable. 

We added a new payment system that allows us to offer new members more choice of payment methods (including Apple and Google Pay). It also improves our ability to identify when a credit card is out of date or if someone is using a fraudulent card. To improve the way we protect members’ information, we implemented new, secure technology to support credit card transactions over the phone. 

We started work that will make it easier for members to manage their CHOICE subscriptions, email preferences and contact details, and personalised information on choice.com.au so that members can easily see when their subscription has lapsed and how to renew it. Through the year, we continued to improve member emails, enhancing both the technology that delivers them and the content, which means we can: 

- make it easier for members to stay up to date and get email updates on the topics and content they want to hear about

- connect members with the full breadth of CHOICE's work, including campaigns, forums, consumer research and services

These changes, along with the loyal support of our many long-term members, helped us to grow total memberships to 180,667 by 30 June, a 3% increase over last year. We were particularly heartened by the strong growth in membership in the second half of the year, as many people turned to CHOICE in tough times. We look forward to continuing to help members in the year ahead.

Growing our online audiences

We worked to attract more people to choice.com.au through improvements to online content, social media and member emails

GOAL: Grow our revenue

(Image of CHOICE member Surenden being filmed in our studio for our campaign, explaining why he supports CHOICE)

Growing the number of people who visit CHOICE online is an important foundation of our future sustainability, so we have invested carefully in growing our capabilities as a digital organisation. When the COVID-19 pandemic struck, this meant that we were ideally placed to help people looking for trusted sources of information. 

From late February, we focused on answering the questions on consumers' minds, like whether to make your own hand sanitiser, how best to clean household surfaces and whether air purifiers kill viruses. We also provided important advice on the value of health insurance through the pandemic and the implications of early access to superannuation. 

This helped to make 2019–20 a record-breaking year for visits to our website, with 23.6 million visits, up 7.9% on the previous year. This was also driven by: 

- new and updated content on topics of interest to consumers 

- more people finding us via search engines 

- a growth in the number of people visiting us after reading our member emails 

- more visits from social media such as Facebook. 

A new advertising campaign also helped to raise awareness of our work. Featuring members from a range of backgrounds speaking about why they support CHOICE, this highlighted our for-purpose work, helping people understand that a subscription to CHOICE does far more than just deliver product reviews. 

This resulted in a measurable increase in people searching for CHOICE on Google, and an increase in new membership in regions where the advertisements were broadcast. More importantly, it reinforced the value of CHOICE at a time when Australian consumers were in need of trusted sources of advice and information. 

(Image of CHOICE social media posts – 'Kmart Anko best buys and what to avoid', and 'Are alcohol-free hand sanitisers effective against COVID-19?')

60th anniversary 

To celebrate our 60th anniversary, we produced videos, a special magazine supplement and an interactive web page that tells the CHOICE story over 60 years. We interviewed former staff and Board members from across the six decades, trawled our archives for our biggest wins and found examples of some of the most absurd products we've seen in our many years of reviews. 

We shared this story with members and supporters, highlighting how they have helped us make big changes for consumers. It also showed us that despite what we have been able to achieve, there's still more work to do; work that we're keen to continue with your support.

Reviews and testing

Our testers overcame significant challenges to keep helping consumers in new and creative ways

GOAL: Grow our revenue)

(Image of kitchen appliance expert Fiona Mair in the CHOICE kitchen lab.)

While we kept testing the products that many members know us for, the extraordinary events of 2019–20 created new demands for information that people could trust. 

An early bushfire season saw a surge of interest in air purifiers, and we produced our first ever test results in December 2019, followed by another round in 2020. Knowing that many people who had suffered damage would be relying on their home and contents insurance, we investigated> the way that fire is defined, finding wide variation across policies. Many insurers applied a definition that would allow them to deny claims caused by smoke, ash or embers. This inspired CHOICE';s campaign for a standard definition of fire in policies. 

When the gravity of the COVID-19 pandemic became clear, we made the difficult decision to close our labs. All of our testers worked from home for over two months, from late March to late May 2020. Some turned their homes into temporary testing facilities, while others focused on projects that didn't require a lab. Through this period we continued to publish information to help consumers with day-to-day decisions. 

While we had to cancel some product tests due to ongoing COVID-19 restrictions, we still managed to test or review over 3679 products across the year. Many of our traditional areas of testing, such as kitchen appliances, proved extremely popular as sales of these items rose while people spent more time at home. 

We also continued our work to help consumers make decisions about services. This included testing a new partnership with Bill Hero, to help consumers find a better energy deal, and the continuation of our broadband testing program in partnership with Honesty Box. This program allowed us to publish data on actual broadband performance from devices in the homes of more than 2500 volunteers. This partnership sadly came to an end in June 2020 due to a lack of ongoing funding. When we surveyed participants, most told us that they enjoyed being part of a program that helped other consumers and would do the same thing again. We're now looking for other ways to keep providing information on broadband performance and good value plans to consumers. 

The flexibility that we were able to demonstrate in 2019–20 will help us to help consumers through whatever challenges the next year presents.

(Image of CHOICE whitegoods expert Ashley Iredale.)

CHOICE Recommended

Unlocking the power of CHOICE's intellectual property

(Images: CHOICE Recommended badge; cooktop with CHOICE Best Brand 2020 badge; mattress from emma-sleep.com.au with CHOICE Recommended badge for June 2020; Miele barrel vacuum cleaner with CHOICE Best Brand 2020 badge.)

While members enjoy the detailed product tests and reviews published in our magazines and on choice.com.au, we are constantly exploring other ways to help even more consumers with their day-to-day purchasing decisions. 

One way we do this is by allowing manufacturers of products that perform above our benchmarks for recommendation to use the CHOICE logo in advertising, packaging or at point of sale. This gives CHOICE control over the way that manufacturers refer to our test results, while ensuring fair compensation for use of our intellectual property. Most importantly, it creates a powerful incentive for businesses to do the right thing by their customers by creating products that are good enough to earn a CHOICE recommendation. 

Our Best Brand recommendations are an important part of this approach. These draw on our test results over time as well as members’ experiences reported through our product reliability surveys, to identify brands whose products perform consistently well over time. 

In 2019–20, demand for CHOICE Recommended licences reduced due in particular to economic uncertainty in the context of the COVID-19 pandemic. Despite this, licensing revenue grew by 6%, continuing to provide an important additional source of revenue to support our independent testing and reviews.

Social and environmental impact

We demonstrated our ongoing commitment to inclusion and diversity and social and environmental responsibility

GOAL: Impact and sustainability

(Image of CHOICE staff members at our Rainbow morning tea in March 2020.)

The staff-led social impact committee continued to work in the community, facilitating workplace giving to support our charity partners WAGEC (the Women's and Girls' Emergency Centre) and the Fred Hollows Foundation. They helped to organise donations of almost $20,000 worth of test goods to WAGEC clients, in addition to hundreds of much-appreciated rolls of toilet paper and groceries from tests conducted just before the COVID-19 lockdown. These small donations from CHOICE can make a big difference to WAGEC's clients, who are often escaping domestic violence. 

To help staff to contribute to their communities, we extended our volunteering leave policies to include more opportunities for staff where there is a clear link to CHOICE values. We now have staff volunteering with organisations who help achieve access to clean drinking water across the globe, help marginalised children learn how to use creative writing to tell their story, and deliver Primary Ethics lessons to school children. A team of fit and healthy CHOICE staffers also roll up their sleeves to regularly donate blood, saving almost 100 lives in the last six months. 

Our much loved, all-staff Christmas lunch, cooked and catered by our wonderful test kitchen staff is our biggest internal fundraiser of the year, helping homelessness services the Wayside Chapel and Loaves and Fishes restaurant run by the Exodus Foundation. We also hosted the inaugural CHOICE Talent Show at our Christmas Party where staff shared their hidden talents, raising $2500 for a special contribution to the Red Cross Bushfire Appeal, as well as our regular charities. 

(Image of CHOICE staff members, MC Guy Bennett and performers Soraya Asmar, Emily Williams and Jonathan Brown at the CHOICE talent show, helping to raise money for Red Cross.)

Environmental impact 

We achieved our 2018–19 carbon neutral certification in the latter part of 2019, as we continue to meet the Climate Active standard – the only government ratified process for carbon neutral certification. While our 2019–20 performance is yet to be audited, we expect it to show a further reduction in direct carbon emissions due to a reduction in electricity usage, mostly as a result of the majority of office staff working from home due to COVID-19. 

(Image of the CHOICE garden flourishing during COVID.)

(Graphic: Diversity at CHOICE measuring how our workforce compares to the Australian community (November 2019). 54% women (National 47%), 46% with caring responsibilities (National 36%), 34% born outside Australia (National 26%), 22% LGBTIQ+ workplace (National 11%), 16% identify as having a disability (National 9%), 2% identify as Aboriginal or Torres Strait Islander (National 2%). Results are from CHOICE payroll records and the Diversity Council of Australia Inclusion@Work survey; national index data provided by Diversity Council Australia from a survey of 3000 Australian workers.

Diversity and inclusion

CHOICE is committed to ensuring our workforce reflects the diversity of the Australian population, and to ensuring all staff feel they belong and have equal access to opportunities and benefits. 

In late 2019, we participated in the Diversity Council Australia (DCA) Inclusion@Work survey, achieving 'Inclusive Employer' status, exceeding DCA's national benchmark in five out of six key measures, such as Inclusive Leadership, Inclusive Organisational Climate and Awareness. 

CHOICE again achieved compliance with the Workplace Gender Equality Agency requirements, following submission of our report that focused on strategies and policies relating to gender, along with our staff profile. As at the reporting date: 

- 62.5% of the CHOICE Board was female 

- 51.9% of our workforce was female 

- 37.5% of our key management personnel were female 

- 60% of all manager promotions had gone to women 

- 50% of all non-manager promotions had gone to women. 

In response to the COVID-19 pandemic, all CHOICE staff began working from home in late March and we quickly saw the opportunity this presented in terms of flexibility. With many staff continuing to work from home, we will now focus on how to embed flexibility, making our roles more accessible and open to a more diverse workforce.

Investing in our capabilities

We improved our financial performance despite a challenging environment

(Image of the CHOICE building.)

2019–20 represented the final year of a four-year investment strategy that has involved planned deficit budgets to build the organisation's capabilities in innovation, digital product development, technology and digital campaigning. 

This strategy needs to be understood in the context of our long-term financial performance. In the five years to 2015–16, we reported above-budget surpluses with a total value of $6.31 million. As the organisation was then in a strong financial position, with its cash reserves supplemented by ownership of CHOICE's building in Marrickville, the Board decided to reinvest some of the cash that had been accumulated to grow the organisation's capabilities in areas that were critical to its future sustainability. 

Over the four years from 2016–17 these strategic investments have translated into deficits with a total value of $3.7m (excluding expenditure related to a special grant provided to help consumers in the travel market). It was always the Board's intention that as the organisation's capabilities matured, revenue growth would bring the budget back towards surplus and this is evident in the 2019–20 results. 

Our revenue increased by 5.1% to $22.02m, fuelled by a 1.8% increase in membership revenue and a 17.2% increase in revenue from other sources, including the CHOICE Recommended licensing scheme. Consistent with our multi-year investment strategy, annual revenue has now grown by $3.66m or 19.9% over the past four years. 

Operating expenditure (excluding cost of sales and travel grant expenses) increased by $0.26M (1.24%) to $21.03m. This small increase was due to expenses against funding provided under our partnership with Super Consumers Australia. Our innovation expenses decreased, as we replaced our innovation team with a smaller prototyping team. At the same time, we increased expenditure in the strategically important areas of consumer research, digital product development, data and technology. These investments helped us to achieve the other results reported in this annual review. 

We ended the year with a deficit of $0.89m, of which $0.45m was due to expenditure funded by the travel grant and $0.44m was from operating activities. While this deficit was higher than we had budgeted, we were pleased with this result given the challenging economic conditions created by the COVID-19 pandemic. 

Importantly, the deficit was a significant reduction from $1.78m (or $1.53m excluding expenditure against the travel grant) reported in 2018–19, demonstrating the Board's strategy of moving the budget back towards a surplus after several years of deep investment. 

As our expenses included non-cash items – in particular, over $1m in depreciation expenses – our financial assets improved slightly despite the deficit. Our cash and investments balance increased by $0.41m (excluding cash used from the travel grant). We ended the year with $9.85m in cash and term deposits, putting CHOICE in a sound position to face the uncertain economic conditions of 2020–21.

Meet our Board

CHOICE's Board brings a broad range of skills to guide our strategy

Sandra Davey (Chair)

Sandra is an experienced digital and internet executive and founder of Product Space. 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, she was inducted into AIMIA's Hall of Fame in 2015. She joined the Board of CHOICE in 2012 and was elected Chair in 2017. She chairs the Commercial Sustainability Committee and Investment Committee, and is a member of the Governance and Culture Committee and Technology and Data Committee. She also serves on the Board of auDA Pty Ltd and with the Editorial Board of the Business Agility Institute.

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. Robert is currently the Managing Director and co-founder of Gondwana Genomics, an Australian biotechnology start-up exporting genetic technology developed in Eucalyptus. Robert joined the CHOICE Board in 2014, and is a member of the Finance, Risk and Audit Committee and the Governance and Culture Committee. 

Nic Cola

Nic is a director at Satinay Partners, a consulting and advisory firm focused on media, market places, education and digital businesses. He is also Advisory Chair at recruitment company Ford Peterson, and at Picaluna, a disruptor in the funeral industry. He 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. Nic was CEO of Open Colleges and of Marketplaces at Fairfax Media, and a founding executive of Fairfax Digital. Active in building the digital industry in Australia, he has been on the board of the Australian Interactive Multimedia Industry association (AIMIA) and 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. He joined the CHOICE Board in 2019 and is a member of the Commercial Sustainability Committee. 

William Davidson (until November 2019) 

Bill is CEO of the Worklink Group in Far North Queensland. Bill is committed to making a difference to people's lives by creating an environment that fosters positive impact at all times, and is passionate about finding ways to provide fair competition and deliver a better deal for the Australian consumer. Bill served on the CHOICE Board from November 2006 until August 2008, and was interim CEO of CHOICE from September 2008 until February 2009. Bill was co-opted back onto the Board in November 2009, and retired in November 2019. He was Deputy Chair of the Board and member of the Finance, Risk and Audit Committee, Commercial Sustainability Committee, and Impact and Engagement Committee. 

Fiona Guthrie 

AM Fiona has over 30 years' experience in consumer advocacy, including 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. She is a member of the ACCC's Consumer Consultative Committee and a board member of Way Forward Debt Solutions and the Queensland Competition Authority. She holds a BA, LLB and MBA and received an Order of Australia in 2017 for her work in social welfare and financial counselling. She joined the Board in 2015 and is a member of the Finance, Risk and Audit Committee and Investment Committee. 

Ben Heuston (until March 2020) 

Ben has almost two decades’ experience growing new businesses, brands and service lines inside organisations that want to innovate. Ben has headed up digital, innovation and product teams in Media at Telstra, with Australia's largest magazine company and at the 30,000 member Copyright Agency where he stood up for creators. He is a former innovation consultant. Ben was appointed to the CHOICE Board in 2018 and resigned in March 2020. 

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 of NSW from 2009 to 2012. Alexandra 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. Alexandra holds a Bachelor of Laws (Hons)/Bachelor of Psychology and Master of Laws. She was appointed to the Board in 2017 and is a member of the Governance and Culture Committee and Impact and Engagement Committee. 

Ben Naparstek 

Ben has a decade's experience managing cross-functional teams across content, marketing and emerging technologies. He's headed up online at SBS and served as the digital director of communications firm Edelman, leading the video, design, UX, social, paid media, programming and production teams in the Australian office. Ben has served as editor-in-chief of Fairfax Media's Good Weekend magazine and national current affairs magazine The Monthly. Currently, Ben is Director of Audible Originals, overseeing original documentaries, dramas and series for Audible, the Australian arm of the world’s largest seller and producer of spoken word entertainment. Ben was appointed to the CHOICE Board in 2018 and is a member of the Governance and Culture Committee and Impact and Engagement Committee. 

Anita Tang

Anita has a strong background in public policy reform and community organising, having spent 12 years with the Cancer Council where she led the transformation of its advocacy work. She is now Community Organising Director at Centre for Australian Progress, building capacity of civil society, following five years running her own advocacy and campaigning consultancy working with a range of NGOs to bring about social change. Anita has also held senior roles in policy and advocacy at the Community Services Commissions and the Social Issues Committee of the NSW Legislative Council. She has completed the Leadership, Organizing and Action: Leading Change program through Harvard University, and 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. Anita joined the Board in 2017 and is a member of the Commercial Sustainability Committee and Impact and Engagement Committee. 

Helen Wiseman

Helen 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 nonprofits. 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 food service business. She is also a director of Elixinol Global Limited and AIME, and completed the 2018 INSEAD International Directors Program. Helen 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 2014 and is Chair of the Finance, Risk and Audit Committee and a member of the Investment Committee. 

Jennifer Zanich (until December 2019) 

Jennifer is a senior corporate executive and start-up CEO with a strong entrepreneurial background. She is also experienced in corporate operations, strategy and marketing. Jennifer has more than 18 years’ experience as a non-executive director and is a Graduate of the Australian Institute of Company Directors. She is sought after as a speaker on entrepreneurship and females in innovation. Jennifer was appointed to the Board of CHOICE in 2015 and resigned in December 2019.

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

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

Schedule 2 – Transitional arrangements

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 The chair of the Company will be the chair at every general meeting.
  • 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 is not present within 30 minutes after the time appointed for the holding of the meeting or is unwilling to act;
    • the deputy chair of the Company if present presides as chair of the meeting or, if the deputy chair 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, 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 is conclusive evidence of the result. Neither the chair 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 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.
  • 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 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 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, 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 may exclude a person purporting to be a proxy from attending or voting at the meeting if the chair 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 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 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 Directors may resign in writing to 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:
    • 6.26.1(a) the chair;
    • 6.26.1(b) the deputy chair; and
    • 6.26.1(c) the secretary.
  • 6.26.2 Office bearers are elected at the first directors’ meeting after the annual general meeting and hold office until the end of the first meeting of the directors held after the next annual general meeting, unless the officer 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 Except for the secretary, only directors may be office bearers. Any director is eligible for election to any office bearer position.
  • 6.26.4 Subject to this rule 6.26, the officer bearers are to be elected 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, the deputy chair or any three directors may at any time, and on their request the secretary must, call a meeting of the Board.

7.2 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.

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 has a casting vote if necessary in addition to any vote she or he has as a director. The chair 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.

14.6 Transitional Arrangements

Notwithstanding any other rule of this constitution, the transitional arrangements set out Schedule 2 to this constitution shall apply from the date of adoption of 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.

Schedule 2 – Transitional arrangements

1 Directors

1.1 Existing Directors

The elected directors holding office following the annual general meeting at which this constitution is adopted will for the purposes of these transitional arrangements be the "Existing Directors".

1.2 Retirement of Existing Directors

  • 1.2.1 Three Existing Directors shall retire at each annual general meeting following the adoption of this constitution.
  • 1.2.2 The three retiring Existing Directors will be selected based on the date of each Existing Director’s most recent election or appointment to office (Election Date). The three Existing Directors with the earliest Election Date(s) will be selected to retire.
  • 1.2.3 Where two or more Existing Directors share the same Election Date, the Existing Director(s) who retire at that annual general meeting must be selected by lot.
  • 1.2.4 A director who retires in accordance with this clause 1.2 ceases to be an Existing Director for the purposes of these transitional arrangements.

1.3 Casual vacancies

  • 1.3.1 If an Existing Director ceases to be a director under rule 6.14 of this constitution:
    • 1.3.1(a) the Board may appoint a director to fill the vacancy in accordance with rule 6.15 of the constitution; and
    • 1.3.1(b) a director so appointed will be treated as the Existing Director whose position they have assumed for the sole purpose of determining her of his term of office under clause 1.2.2 of this schedule,
    • however,
    • 1.3.1(c) if no director is appointed to fill the vacancy by the date of the next annual general meeting, the Existing Director who formerly held that position shall, for the purposes of these transitional arrangements, be deemed to retire at that annual general meeting in accordance with clause 1.2.1 of this schedule.

2 Office bearers

The office bearers holding office immediately prior to the adoption of this constitution shall continue to hold office until the first Board meeting following adoption of this constitution, at which meeting the officer bearers stipulated in this constitution shall be elected or nominated as required.