Download ACA financial report FY19 (PDF, 240kB)

There are several ways you can read the Annual Review. 

• Download the annual review as a PDF (6.9MB)

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

Louder and stronger

We continued to invest in growing our impact for consumers

(Graphic: Sandra Davey, Choice Chair.)

(Graphic: Alan Kirkland, Choice CEO.)

We are pleased to present this report on CHOICE's performance during 2018–19. One of the Board's most important roles is to approve CHOICE's strategy, which identifies the organisation's major priorities. 2018–19 was the first year of a new strategy, which identifies three key priorities – to increase the power of consumers, to engage more people and to grow our revenue. The following pages provide more detail on our work on these priorities during 2018–19.

This was a particularly important year to build the power of consumers through campaigning for changes to the law.

The Banking Royal Commission dominated the first part of the financial year, wrapping up its hearings in November 2018 and reporting to government in February 2019.

CHOICE played an important role in influencing the recommendations of the Royal Commission through a number of submissions. We were pleased to see this effort rewarded in the Commission's recommendations, which reflected some of our long-term priorities for reform to the financial system, in particular: 

• protection from unfair terms in insurance contracts 
• a requirement for mortgage brokers to act in the best interests of their clients 
• an end to 'grandfathered' commissions on financial advice 
• a compensation scheme of last resort for consumers who lose money due to poor advice or misconduct.

Our other major campaigning priority was improvements to product safety laws, through the introduction of a law to require that goods are safe before they are released onto the market in Australia. While not yet achieved, the Government has committed to consulting on this reform.

We also continued to advance campaigns in other important areas such as food labelling, health insurance and renters' rights, and worked with Superannuation Consumers Australia to set up a specialist centre based at CHOICE.

Within the organisation, improving our editorial work was an important theme, with a focus on renewing our reputation for investigative journalism and growing our online audiences.

We applied our investment in digital capabilities to improve choice.com.au with a focus on improving the way that it works on mobile devices. Behind the scenes, we continued an important program of technology modernisation, which has the benefit of making the website faster, improving information security and making it easier for us to launch future improvements. Recognising the strategic importance of technology to our future, we introduced a new role of Chief Data and Technology Officer, reporting to the CEO.

We launched one of our boldest experiments with new ways of helping consumers in complex markets, through our Transformer energy switching service. While we ultimately had to close this service before it reached profitability, after the New South Wales Government launched a free alternative, it demonstrated some important benefits for consumers. It helped over 2500 people to save almost $1.7m on energy bills and provided data on how much some consumers were being ripped off, which supported our successful campaign for fairer default electricity prices. It also demonstrated the feasibility of a service based on scanning consumers’ bills to help identify savings, which was adopted in the New South Wales Government’s service.

Transformer was the latest of over 15 new ideas to be tested by our New Things team, which has had an enormous impact on our approach to innovation. In 2019–20, we will be winding down this team, as the changes in culture influenced by New Things have allowed us to embed a commitment to innovation across the organisation.

Finances

As a not for profit, we need to ensure that the organisation has an adequate level of cash reserves to weather any unexpected factors, while also ensuring that our resources are put to best use for the benefit of consumers. This tends to mean that we go through cycles, building reserves over several years, then using them to invest in the organisation. In accounting terms, this is reflected in periods of surplus and periods of deficit.

After five years of above-budget surpluses, in 2016 the Board recognised the need to make some strategic investments in building the people, technology and capabilities that CHOICE requires to help consumers in increasingly complex markets. This has taken the form of planned deficit budgets over the past three years, which have helped us to build our profile as a campaigning organisation and modernise the technology that is critical to the way that we engage with the over one million consumers who visit us online every month.

In 2018–19, while our expenses grew by 2%, revenue grew by 3.5%, as we started to reap some of the rewards of our investment. Importantly, while growing membership revenue we continued to diversify, with non-membership revenue growing by 16%. Our deficit of $1.78m (of which $1.53m was from operating activities and $0.25m was for expenditure against a grant received in a prior year) was consistent with the financial strategy overseen by the Board. We ended the year with a cash and investments balance of $9.63m, which provides a healthy margin over the cash reserves floor of $5.12m set by the Board for 2019–20. We have budgeted for a significantly lower deficit in 2019-20.

Governance

We were sad to bid farewell to Ben Slade, who stepped down from the Board in November 2018. In his five years on the Board, Ben applied his deep knowledge of consumer law to guide our approach to campaigning, chairing our Campaigns and Advocacy Committee for most of that time.

He was replaced by another Ben – Ben Heuston – who was elected unopposed to the Board. Ben brings important commercial and digital experience from roles with a range of organisations including Telstra and the Copyright Agency Ltd.

Recognising the importance of strong editorial strategy to CHOICE's success, we conducted a search process for a person with these skills and were pleased to co-opt Ben Naparstek as an additional member of the Board. Ben brings strong editorial experience from his time with Fairfax, SBS and The Monthly.

We continued to invite CHOICE members to apply for voting membership, helping to maintain a healthy number of voting members, at 5806 as at 30 June 2019. Voting members received an email update after each Board meeting and many took up the invitation in these updates to ask questions or make suggestions via the Chair.

Looking ahead

As we prepare to celebrate our 60th anniversary, we feel privileged to work together in leading the Board and staff of this critical pillar of Australian civil society. Knowing that members are the lifeblood of our organisation, our greatest priority for the coming year is to refresh the way we think and communicate about what it means to be a member of CHOICE, so that we can do more to demonstrate the value of membership to the people who already know us, as well as introducing CHOICE to new generations of Australian consumers.

We thank all of the members, staff and volunteers that have contributed to our achievements in the past year, and look forward to working with you in 2019–20.

The difference we've made

We secured major change to benefit all consumers through research, policy work, engaging with politicians and harnessing the power of our supporters

(GOAL: Increase the power of consumers)

(Graphic: Alan Kirkland, Erin Turner and Sarah Agar present CHOICE's research into the consumer experience of renting at Australian Parliament House.)

This year we worked to make Australian laws and business practices fairer, better and safer – work that is only possible thanks to the financial support of our members and the action taken by CHOICE campaign supporters.

New laws for consumers

Our policy and campaigns team worked tirelessly to get great laws passed and poor laws improved. We’re often the only voice in the room representing consumer interests, pushing back against well-resourced corporations.

(Graphic: 515,585 Victorian rental households have stronger protections.)

Held accountable

We regularly complain to regulators about shoddy business behaviour. This year our complaints led to major action against the following companies caught doing the wrong thing: 

• Timeshare company Ultiqa was fined $135,000 and had to refund $3 million to customers for failing to comply with credit laws. 
• A court found that serial offender Viagogo had been misleading consumers on its ticket resale site. 
• Retail giant Kogan changed its terms and conditions after our investigators caught it failing to be upfront about the consumer law. 
• Jetstar paid $1.95 million after a CHOICE complaint. All domestic airlines agreed to clean up their act on claims about consumers' rights when flights are delayed or cancelled. 
• White King paid up $700,000 for misleading customers about not-so-flushable wipes.

(Graphic: CHOICE banking experts Madison Cartwright and Patrick Veyret representing consumer interests outside the hearings of the Banking Royal Commission.) 

(Graphic: We're fighting to fix $5 million superannuation accounts in underperforming funds.)

In 2018–19, we saw the passage of a number of laws that we were arguing for, including: 

• new Federal Laws that mean gift card expiry has to last for at least three years 
• strong changes in NSW to make it easier to access tribunals and reform lengthy contracts and unfair non-disclosure agreement practices 
• changes to superannuation laws to deal with poor performing funds and improve default insurance, leaving more money for people in retirement 
• increased penalties for big banks and big companies that break consumer laws 
• new rules in the energy market that will save consumers up to $450 a year thanks to fairer default prices and a ban on misleading discount practices.

Collaborating with other not-for-profits

Our work with other trusted groups further amplified our impact. We continued to partner with the Consumer Action Law Centre, Financial Rights Legal Centre, Financial Counselling Australia and other respected advocates to get better protections in the finance sector.

In December 2018 we released the second edition of our research into the rental market in partnership with National Shelter and the National Association of Tenants Organisations. Drawing upon this research, we supported a campaign led by the Make Renting Fair coalition in Victoria, who secured major reform, and we’re hoping for action in South Australia and Queensland.

(Graphic: 750,000 households on lower electricity prices)

(Graphic: Super Consumers Australia)

For years CHOICE has been calling for funding for a stand-alone consumer group in the superannuation sector to help navigate the complex debates that directly impact the quality of our retirement. In 2018 we helped to secure $2.5 million for superannuation advocacy. CHOICE is now working alongside Super Consumers Australia to deliver this. The organisation is being incubated within our building where we can provide direct support to the five specialist policy, economics and communications experts that are going to deliver big changes for many years to come.

The near future

Systemic change typically takes several years to deliver. As of June 2019, we were expecting changes to your data rights – which would give you access to the data that businesses hold about you – and changes to make insurance in superannuation fairer.

In the next year, we'll be pushing hard to get added sugar labels, improve health star ratings, make pet food safe, get bank advertising out of schools, improve product safety laws and deliver more improvements to the laws that apply to banks, brokers and insurers.

(Graphic: CHOICE supporters send in their hand-written letters to Ministers calling for better food labelling. In August 2019 all state and territory Ministers agreed to label added sugar on the back of packs, a major win secured thanks to our supporters.)

Investigations that matter

We used our unique position to shine a light on consumer issues – and to demonstrate the need for stronger protections in both products and services

(GOAL: Increase the power of consumers)

One of our key priorities in 2018–19 was to rebuild CHOICE’s reputation for investigative journalism. In March 2019 Andy Kollmorgen reported on the continued dangers posed by button batteries and the failure of manufacturers to follow the voluntary button battery safety standard. This investigation, which checked 17 common household items against the standard, found that 10 of the items failed to keep batteries from being easily accessed, creating a significant danger to toddlers and young children.

Our work in this area didn't end there. We also obtained interviews with the two Australian mothers who have tragically lost children to button battery ingestion. Their heart-breaking stories, published in April and May, helped reinforce the clear need for better safety regulation and underlined the importance of our investigative work.

(Graphic: Isabella Rees, died January 2015 aged 14 months.)

(Graphic: Summer Steer, died June 2013 aged 4 years.)

Button battery safety failures

Battery was not secured and was easily accessed by our testers

(Graphic: Surgipack digital infrared ear thermometer model #6182)

(Graphic: Petsport Bling Bling Blinkers pet lead )

(Graphic: Ready Set Travel digital luggage scale)

(Graphic: Heller remote for pedestal fan model #RPF50CR)

(Graphic: The really tiny book light 5101)

(Graphic: Roche blood glucose meter ACCU-CHEK Guide 929)

(Graphic: Avanti digital fridge/freezer thermometer model #12931)

(Graphic: Beurer Living kitchen scale model #KS28)

(Graphic: Baccarat global electronic kitchen scale model #1026649)

(Graphic: Sanitas glass scale model #SGS 06)

(Graphic: Children decorate their mother's coffin for a funeral arranged by death doula Lola Rus-Hartland.)

In May we also released the first of our investigations into the funeral industry, written by Saimi Jeong, a Walkley Award winning journalist who joined our team in January. This series will continue into 2019–20, but we've already found evidence of widespread problems with the industry in Australia, and ample motivation to continue to investigate this sector.

During the year we made some important changes to our editorial teams, to diversify the types of content that we produce to help consumers.

We have begun commissioning more articles from external writers, including opinion columns by experts. These have included contributions from dental health expert Matt Hopcraft on the subject of added sugar, Dr Ruth Barker, director of the Queensland Injury Surveillance Unit, on product safety, and Karen Cox from the Financial Rights Legal Centre on the dangers of buy now, pay later services.

We also established a new team focussed on creating content that we can use to supplement and amplify the great work of our investigative journalists, campaigners and reviewers. Their stories and videos are crafted specifically to be shareable on social media, helping us to inform more consumers and raise awareness of CHOICE's work. They produced some great content in the second half of the year, including a series helping consumers work out which mattresses, TVs, ovens and coffee machines not to buy in the EOFY sales season – all product areas that matter to many consumers. Through their efforts our work has reached hundreds of thousands more Australians.

We also refreshed our flagship publication, CHOICE, introducing a unifying theme for each edition. The response from members has been overwhelmingly positive and we're looking forward to continuing this experiment.

Finally, an interesting email from a researcher at the Oxford English Dictionary alerted us to the fact that CHOICE magazine’s contribution to modern language is to be celebrated. We were able to supply scans of our June 1999 issue which helped prove we had the earliest recorded use of the term 'e-waste', in an article by former CHOICE journalist Karina Bray. This unexpected achievement demonstrates CHOICE's innovation and impact – something we strive to maintain.

Campaigning for change

Over 200,000 campaign supporters helped us fight for reform

(GOAL: Engage more people)

We make change happen by working with hundreds of thousands of people across Australia to influence decisions: people who through 2018–19 signed petitions, emailed politicians and encouraged their friends to take action.

In line with our new strategy, we intensified our work on a smaller number of issues. This means we are more likely to win campaigns for bigger reforms in areas like health insurance, the superannuation system and the banks.

Quality and quantity: Engaging more people in meaningful action

We tested new ideas in our campaign initiatives, aimed at making a deeper impact. Here's how our supporters worked with us:

Writing letters:

700+ supporters agreed to send a handwritten letter to their health minister about added sugar labelling.

Supporting investigations:

1700+ supporters sent us copies of letters from their health funds so we could investigate whether providers had been transparent about changes.

Collecting evidence:

We received 300+ supporter-submitted photos as part of our safe pet food, added sugar and unit pricing actions, giving us case studies to explain why change is needed.

Attending strategic events:

20+ people (and pets!) turned out to our safe pet food media event with a live cross to the Today show.

Making phone calls:

We asked dedicated supporters to call politicians in our banking and food campaigns, making a real difference at crucial points of the law reform process.

We're going to continue this work next year. Our petitions and email actions contribute to major change but our aim is to work with more Australians in more creative ways to ensure that consumers' voices are heard.

Many of our voting members have already signed up to support our campaigns. You can do so at choice.com.au/campaigns

(Graphic: Christina, Adelaide: "Our doctor told us that there would be a gap fee of $3500 and our health fund told us part of the procedure was covered. But on the day before the surgery the hospital called us and said eye surgery was excluded under my cover and we'd have to pay an additional $4000 on admission." Campaign supporter Christina worked with us to highlight the high out-of-pocket costs that you can face even when you have high-level health insurance. )

(Graphic: Campaign supporters and pets join us in Mackey Park for a live cross to the Today show to highlight the need for stronger laws to make pet food safe.)

Membership matters

We focussed on the sustainability of membership through improving our online tools and introducing our first price rise in over four years

(GOAL: Grow our revenue)

(Graphic: 21,874,600 visits to choice.com.au in 2018–19 )

Recognising that the majority of members choose to engage with us online, improving choice.com.au was a priority. A large in-house team worked to rebuild the website to improve critical features used by members and ensure that it is fast and easy to use on mobile devices. Importantly, this work also improved how choice.com.au is rated by search engines, which will ensure that consumers who don't know about CHOICE continue to find us when searching online.

Some of the key upgrades launched through 2018–19 included: 

• an improved home page that does a better job of showcasing everything that we do 
• a new navigation menu, to make it easier for people to find the information they need 
• a new product finder tool for our test results that is easier to use on mobile devices 
• improvements to the infrastructure behind choice.com.au, so that the website loads faster and is more secure.

The team also worked hard to get some timely and helpful health insurance advice up on the website after the government introduced the new gold, silver and bronze scheme at the end of the year, and nearly 50,000 people accessed our advice in the first few weeks of it being published.

We also continued to improve our fortnightly emails to members, which resulted in a 15% increase in the number of people who clicked through from a member email to the website. And recognising the importance of CHOICE magazine to many members, we began a program of iterative improvements, as reported on pages 5–6. An increase in prices for quarterly memberships – our first in over five years – commenced for new members in October 2018 and current members from January 2019. As this had an impact on the numbers of new members joining CHOICE and of existing members renewing, our number of subscriptions dropped from 182,077 as at 30 June 2018 to 174,906 as at 30 June 2019.

Keen to reward the loyalty of longer term members, we left the price of one and two-year memberships unchanged. An increasing proportion of members chose to take out these options which provides greater financial stability for CHOICE. As at June, 27% of choice.com.au members had a one or two-year membership, up from 18.5% a year earlier

Overall, these changes led to a 1% increase in membership revenue.

Late in the year, we commenced a new project to reimagine membership and ensure that it reflects the increasingly diverse ways in which consumers wish to engage with us. We see this as critical to our future sustainability and look forward to reporting to voting members on our progress during the year.

(Graphic: 50,000 people read our advice on health insurance in the first few weeks)

Reviews and testing

Our testing of consumer goods and analysis of service providers expanded and continued to add value

(GOAL: Grow our revenue)

(Graphic: Staff test a range of products in the CHOICE labs, including children's cots and toasters.)

(Graphic: 328,000 people a month used our tools to choose products and services)

The results of our testing of household products and analysis of services like insurance are highly valued by CHOICE members. During 2018–19, we brought together all of our staff involved in this work across into a new team, known as CHOICE Reviews and Testing. This shift recognised that the boundaries between products and services are breaking down, and that decisions about services are increasingly important and complex for consumers.

In April 2019, we retired our popular health insurance finder tool after regulatory changes introduced gold, silver and bronze policy tiers. Once the impact of these changes became clearer, we began work on a new version of the tool that will incorporate these changes and other improvements.

Other service areas we examined during the year included grocery delivery, car rental, ridesharing, food delivery and appliance retailers.

We also expanded our testing further into the fast-moving consumer goods market. In the food category, we covered numerous popular products such as bread, black tea, peanut butter, yoghurt and butter. We also shone a light on some nonfood items that have not been particularly well covered in the past, such as menstrual pads and incontinence pads, as well as testing a broad range of cleaning products. The results of many of these tests were made available to the public, to introduce potential members to the value of CHOICE testing.

Recognising the growth of Internet of Things products, we tested voice-activated home assistants and 'smart' appliances, with a focus on consumer concerns around privacy issues.

Our testers also supported CHOICE's work for stronger product safety laws, as there is currently no general requirement for goods sold in Australia to be safe. Our deep background in testing children’s and babies' products and our ability to design tests to demonstrate the risks from products containing button batteries provided a wealth of data to support CHOICE's campaign. This is an excellent example of CHOICE's testing for members providing benefits to the broader population of Australian consumers.

Our test research arm – which provides expert testing services to government, manufacturers and our sister organisation Consumer New Zealand – delivered over $1m to the bottom line. We also tested new partnerships with e-commerce sites and online retailers. These arrangements help consumers to complete a purchase after reading a CHOICE review, as well as providing new sources of potential revenue to improve our sustainability.

CHOICE Recommended

Highlighting the best products and services

(GOAL: Grow our revenue)

While decisions about which products we test and review are always driven by consumer needs, where a product or service has performed to a high level in our research and testing, our endorsement program recognises this. Qualifying brands can apply to use our logo on their products and advertisements under strict approval and licensing conditions.

In 2018–19, after a few years fast growth for the CHOICE Recommended program, we focused on expanding into new areas and streamlining our internal processes: 

• We increased competition by highlighting emerging brands that were shown through our testing to have introduced high quality products and services. 
• We expanded into new categories, including food, to help consumers choosing everyday grocery items at the supermarket.
• We automated our internal processes so that we are able to work more efficiently.

Importantly, we always put our values first, turning down licensing opportunities with businesses that have treated their customers poorly.

Overall, CHOICE Recommended delivered 12% year-on-year growth, playing an important role in strengthening our position, our brand and sustainability into the future.

(Graphic: Choice Recommended logo, Choice Recommended Provider logo, Choice Best Brand logo, Choice Consumers' Choice logo)

Expanding our social impact

CHOICE staff led environmental and fundraising initiatives, to improve our impact as an organisation

Our staff-led Environmental Impact Committee continued their initiatives to reduce our waste and contribute to the local environment. Our office recycling program expanded to include soft plastics and beverage containers, coffee capsules, batteries and light globes. And our composting volunteers collect our organic food waste daily to feed our worm farms and compost bins, with gardening working bees providing healthy activities during lunch breaks.

In March 2019, with support from Inner West Council and local community group, The Mudcrabs, staff volunteers planted 50 new native seedlings along the Cooks River. Two wattles have grown into tall trees and are now flowering, along with native violets and bluebells.

(Graphic: BushCare: Native Geranium planted March 2019 and flowering in September 2019.)

We participated in Plastic Free July, providing tote bags to staff to reduce single-use plastic and promoting reusable items and reduced waste practices.

We continued to benefit from solar panels installed on the CHOICE building in late 2017, with a 15% year-on-year reduction in electricity consumption.

Social impact

Our staff-led Social Impact Committee continued to oversee our partnership with the Women’s and Girls' Emergency Centre (WAGEC), which is the beneficiary of regular staff fundraising and donations of goods that have been tested by CHOICE. We donated over $40,000 worth of goods to help WAGEC clients in 2018–19, and in May 2019 a team of CHOICE staff banded together to raise a further $8637 at the Walk for WAGEC fundraiser.

The Committee surveyed staff to seek ideas for improving CHOICE's social impact initiatives. This led us to train new leaders for our BushCare site, expand volunteer leave to cover ethics teaching in schools and blood donation, and explore new partners for our payroll-based workplace giving program.

Within the office, we reviewed our procurement practices for stationery and office supplies and provided information on how to make ethical product selections.

Diversity and inclusion

CHOICE understands that to meet the needs of Australian consumers, we need a workforce that reflects the diversity of the Australian population. Through 2018–19 we expanded our work to attract and retain a diverse and inclusive workforce.

Early in 2019 we engaged Aboriginal-owned company Mirri Mirri Productions to provide Indigenous cultural awareness training. This is an ongoing program, with the intention that all staff will participate. A number of staff were inspired to explore further opportunities for including Indigenous communities in our work.

We report annually to the Workplace Gender Equality Agency on our strategies to promote and improve gender equality. This helps us to track our performance and benchmark against other organisations. As at the reporting date:

• 54.5% of the CHOICE Board was female
• 56.1% of our workforce was female and 43.9% male
• 62.5% of our key management personnel were female
• Of the staff members ranked as “professional”, 55% were female
• 60% of all manager promotions had gone to women.

We upgraded our offices to improve accessibility for people with physical disabilities and developed a relationship with JobSupport to explore employment opportunities for people with disability.

To promote cultural inclusion, a staff-led group organised celebrations for significant events including Lunar New Year and Pride Month.

Investing in our future

We invested in technology and innovation and tested new ways of assisting consumers

We entered 2018–19 in a strong financial position, with $10.24m in cash and term deposits as well as a substantial property asset in the form of CHOICE's headquarters in Marrickville.

Most of our cash had been built up over five successive years of above budget surpluses in the period to 2015–16. The total value of these surpluses was $6.31m, excluding the impact of a grant to help consumers in the travel market (noted below).

Given the rapid changes in the way that consumers engage with CHOICE, in 2016 the Board recognised the need to make some strong strategic investments to support our future sustainability. These investments, which have taken the form of planned deficits totalling $3.26m over the past three years (excluding expenditures related to the travel grant), have allowed us to build the organisation's profile as a campaigning organisation, invest in technology that will support future growth, and develop our own in-house capability to build and improve digital tools to help consumers. It has also helped us to grow our annual revenue, which has increased by $2.36m, or 12.9%, over the past three years.

In 2018–19, our revenue grew by 3.5%, from $20.01m to $20.72m, driven by modest growth in membership revenue and strong growth in non-membership revenue from the CHOICE Recommended licensing scheme, Transformer, and product testing services. Total non-membership revenue accounted for 21.1% of total revenue, up from 18.9% in 2017–18. This is in line with our strategy to diversify our revenue sources so that we are less exposed to fluctuations in membership revenue.

Our operating expenses (excluding cost of sales) increased by 2%. Reflecting the areas of strategic investment approved by the Board, the key areas of increases in expenditure were in technology and innovation.

Our investment in technology supported improvements to choice.com.au – the way that most consumers engage with us – as well as enhancements to our technology and data platforms, so that they are more flexible and able to support future innovation. Some of these changes also delivered significant savings in recurrent operating costs.

Our investment in innovation allowed us to continue to test new ways of assisting consumers in complex markets, including the Transformer energy switching service. This was a bold and innovative service that demonstrated great results for its customers but we decided to close it after the New South Wales Government launched a free alternative. This resulted in a net operating loss for Transformer of $0.72m, which is incorporated in the overall deficit.

Our full-year deficit (inclusive of $0.25m travel grant expenditure) decreased from $1.99m in 2017–18 to $1.78m in 2018–19. This was consistent with the financial strategy approved and monitored by the Board. We have budgeted for a significantly lower deficit in 2019–20 as we continue to target investment in areas that have demonstrated the greatest potential for growing our revenue and impact.

Despite our deficit, over $1m growth in deferred revenue meant that our cash and investments balance reduced by $609k, leaving us with $9.63m in cash and term deposits as at 30 June. This is a strong financial position, with a significant buffer over the cash reserves floor of $5.12m set by the Board for 2019–20.

	Year ended 30 June 2019
Revenue	$20,270,643
Other income	$447,234
Less: Direct costs	($1,715,512)
Less: Operating costs	($20,785,948)
Net surplus/(deficit)	($1,783,583)
Current assets	$11,043,957
Non-current assets	$10,192,344
Current liabilities	($8,190,753)
Non-current liabilities	($360,895)
Net equity	$12,684,653
	Year ended 30 June 2018
Revenue	$19,582,832
Other income	$427,747
Less: Direct costs	($1,614,318)
Less: Operating costs	($20,386,835)
Net surplus/(deficit)	($1,990,574)
Current assets	$11,255,901
Non-current assets	$11,066,484
Current liabilities	($7,562,741)
Non-current liabilities	($291,408)
Net equity	$14,468,236

	Year ended 30 June 2019
Revenue	$20,270,643
Other income	$447,234
Less: Direct costs	($1,715,512)
Less: Operating costs	($20,785,948)
Net surplus/(deficit)	($1,783,583)
Current assets	$11,043,957
Non-current assets	$10,192,344
Current liabilities	($8,190,753)
Non-current liabilities	($360,895)
Net equity	$12,684,653
	Year ended 30 June 2018
Revenue	$19,582,832
Other income	$427,747
Less: Direct costs	($1,614,318)
Less: Operating costs	($20,386,835)
Net surplus/(deficit)	($1,990,574)
Current assets	$11,255,901
Non-current assets	$11,066,484
Current liabilities	($7,562,741)
Non-current liabilities	($291,408)
Net equity	$14,468,236

	Year ended 30 June 2019	Year ended 30 June 2018
Revenue	$20,270,643	$19,582,832
Other income	$447,234	$427,747
Less: Direct costs	($1,715,512)	($1,614,318)
Less: Operating costs	($20,785,948)	($20,386,835)
Net surplus/(deficit)	($1,783,583)	($1,990,574)
Current assets	$11,043,957	$11,255,901
Non-current assets	$10,192,344	$11,066,484
Current liabilities	($8,190,753)	($7,562,741)
Non-current liabilities	($360,895)	($291,408)
Net equity	$12,684,653	$14,468,236

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 managing director 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. Sandra’s industry experience crosses telco/broadband, digital media, interactive TV, sport, libraries, industry associations and consumer advocacy. She 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 Governance and Culture Committee and Investment Committee, and is a member of the Commercial Sustainability Committee and Technology and Data Committee. Sandra also serves on the Marketing Advisory Committee to the Board of Bush Heritage Australia.

William Davidson (Deputy Chair)

Bill is CEO of the Worklink Group in Tropical North Queensland, providing support services, including employment services, to people experiencing mental health challenges. Bill is committed to making a difference to people’s lives by creating an environment that fosters positive impact. He was Managing Director of Australian Hearing from 2013 to 2018. For the four years prior to that he was Managing Director of Job Futures Limited, now known as CoAct. He has extensive experience in the delivery of contracted, outsourced services here in Australia, and overseas in the UK and South East Asia. Bill was also the interim CEO of CHOICE in 2008 whilst we sought a new CEO. Bill is passionate about finding ways to provide fair competition and deliver a better deal for the Australian consumer. He served on the CHOICE Board from November 2006 to August 2008. Following the appointment of Nick Stace as CEO in February 2009, he was co-opted onto the Board in November 2009, and then elected to the Board in November 2010. He is 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 a number of years on the executive of the Consumers Federation of Australia. Her main interest is advocating for people on low incomes or in vulnerable circumstances, particularly in the financial services marketplace. For ten years, she has been CEO of Financial Counselling Australia, the peak body for financial counsellors. She has held directorships on Energex Retail Pty Ltd, the Insurance Ombudsman Service and the Financial Ombudsman Service, and was chair of ASIC’s Consumer Advisory Panel. Fiona is currently a member of the ACCC’s Consumer Consultative Committee, the Australian Government Financial Literacy Board and a board member of Way Forward Debt Solutions and the Queensland Competition Authority. She holds a BA, LLB and MBA and was made a member of the Order of Australia in 2017 for her work in social welfare and financial counselling. She joined the Board in November 2015 and is a member of the Finance, Risk and Audit Committee and Investment Committee.

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 Heuston

Ben has almost two decades' experience growing new businesses, brands and service lines with various organisations. He has headed up digital, innovation and product teams in media at Telstra, with Australia’s largest magazine company, and at the Copyright Agency. Ben is a former innovation consultant, currently developing improved customer experiences for consumers at Westpac Bank. He has an MBA from Cranfield University in the UK, is a Chartered Marketer, has a postgraduate diploma in Government and BA/LLB degrees from the University of Sydney. Ben was appointed to the CHOICE Board in November 2018. He is a member of the Commercial Sustainability Committee and Technology and Data Committee.

Ben Naparstek

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

Robert Southerton

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 gained a Foundations of Directorship qualification from the AICD in 2015. Robert is currently the Managing Director and co-founder of Gondwana Genomics, an Australian biotechnology start-up exporting genetic technology developed in Eucalyptus. He joined the CHOICE Board in September 2014, and is a member of the Finance, Risk and Audit Committee and the Governance and Culture Committee.

Anita Tang

Anita has a strong background in public policy reform, having spent 12 years with the Cancer Council where she led the transformation of its advocacy work. She currently runs her own advocacy and campaigning consultancy working with a range of NGOs to bring about social change. She has held senior roles in policy and advocacy at the Community Services Commission and the Social Issues Committee of the NSW Legislative Council, and has completed Harvard University's Leadership, Organizing and Action: Leading Change program and the Stanford Executive Program for Non-Profit Leaders. She has served on the Boards of the Council for Intellectual Disability NSW, the Intellectual Disability Rights Service, and the Centre for Australian Progress, and is currently Chair of the Board of Democracy in Colour, a racial justice campaigning organisation. She is a long-standing CHOICE member, and with the Cancer Council led a number of collaborative projects including campaigns against junk food advertising to children and the regulation and eventual ban of commercial solariums. She joined the Board in March 2017 and is a member of the Commercial Sustainability Committee and Impact and Engagement Committee.

Helen Wiseman

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

Jennifer Zanich

Jennifer is a senior corporate executive and start-up CEO with a strong entrepreneurial background. Jennifer spent 10 years in San Francisco, where she successfully started and funded several companies including one of the first programmatic ad networks, SeeSaw Networks, and Xumii, a pioneer in mobile messaging (later acquired by Myriad Group). She was also CEO of Wedgetail Communications, an enterprise security company. She is experienced in corporate operations, strategy and marketing, having spent eight years as Microsoft’s Marketing Director in Australia and Asia Pacific. She has created and delivered 12 products into international markets. Currently, Jennifer is using her experience and skills to give back to the next generation of entrepreneurs with her work at UNSW where she is raising a fund to invest in university-led startups, creating an Angel Investment Group and developing an entrepreneurial ecosystem. Jennifer is a strong advocate for the start-up community in Australia and is a member and participant in many committees and think tanks. She is sought after as a speaker on entrepreneurship and females in innovation. Jennifer has more than 18 years’ experience as a non-executive director and is a graduate of the Australian Institute of Company Directors. She also serves on the board of Jobhawk and as an advisor to Bullpen Capital, a US Venture Capital company. Jennifer was appointed to the Board of CHOICE in 2015 and is Chair of the Commercial Sustainability Committee and a member of the Investment Committee.

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

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.