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How CHOICE is run


How CHOICE is run

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

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Growing our impact

Investment in our organisation helped us to drive change for consumers and improve our future sustainability

(Graphic: Sandra Davey, Choice Chair.)

(Graphic: Alan Kirkland, Choice CEO.)

Welcome to our 2017–18 Annual Review. Many of you will recall from previous updates that in 2015, the Board set an ambitious three-year strategy to help CHOICE deliver on its purpose of working for fair, just and safe markets that meet the needs of Australian consumers. 2017–18 was the final year of that strategy, and this Annual Review provides detail on our achievements against our goals.

Product safety was a strong theme this year, with CHOICE pushing successfully for a mandatory recall of dangerous Takata airbags, and the ACCC taking Thermomix to court over misleading consumers about their rights in relation to unsafe appliances. We're all pretty happy with these big public wins.

Our efforts to drive change in consumer protection are supported by a large group of online campaign supporters. Through investment in a new team tasked with attracting and engaging more people, we grew our supporters by 61%, to more than 180,000 by June 2018.

In the final half of the year, CHOICE appeared before the financial services royal commission and made a number of submissions about issues that should be examined and solutions to the problems being revealed in hearings. We believe this is vital work that affects many Australians.

Our New Things team took its first major new service to the public. The Transformer energy switching service attracted widespread media attention and strong interest from potential customers from its launch in April 2018. This is a solid example of our growing capability to identify new products with new income streams.

We continued to invest in improving CHOICE's digital platforms, recognising that this is absolutely critical for our future. This included improvements to our Do I Need Health Insurance? tool and our health insurance finder, further examples of new products that provide new ways of attracting people to CHOICE outside the appliance reviews for which we're best known.

Improvements from our digital investment attracted 4.3% more new members than in 2016–17, although changes to credit card products across a number of major banks meant that we had a lower than usual rate of membership renewals. With that in mind, our total number of memberships remained flat overall, just under 182,000.

We continued to evolve our product testing program, expanding the range of information we produce to help Australians considering household solar energy. Our product testing program and the reviews that come from it are an important source of new memberships.

We also focused on our social and environmental impact, continuing our partnership with the Women's and Girls' Emergency Centre and installing solar panels on our building. We're delighted to report that in January this year, we were formally accredited as a carbon-neutral organisation under the National Carbon Offset Standard.

Finances

CHOICE has a healthy asset base, including its building in Marrickville and a significant cash balance. Over the life of our 2015–18 strategy, this allowed us to commence a program of strategic investment in the organisation to build our future sustainability.

This investment has involved carefully managed deficits, to support increased expenditure on growing our group of online campaign supporters, building our innovation capability, growing the skills and capabilities of our people, and improving our digital platforms. The Board believes that investment in these areas is essential to CHOICE's capability to respond to rapid changes in markets, technology and consumer needs.

In 2017–18, our revenue grew by 4.5%, driven by a 1.2% increase in membership revenue and a 40% increase in revenue from the CHOICE Recommended licensing scheme. Our expenditure increased by 9.2%, reflecting investment in areas that the Board considered critical to our survival.

We ended the year within the budgeted deficit of $1.99m, of which $0.66m was due to expenditure in the travel market – funded by a grant provided in 2014–15 – and $1.33m due to operating activities. Careful management of operating expenditure through the year ensured that this result was within the deficit approved by the Board.

Our cash balance decreased from $11.15m to $10.24m, remaining much higher than the cash reserves floor of $4.88m set by the Board.

In keeping with the strategic priorities set for 2018–19, the Board has approved a deficit budget. We're acutely aware of the need to monitor this to ensure that it delivers improvements to CHOICE that will improve the organisation's future sustainability.

Governance

Governance matters enjoyed a stable year. Our former Chair, Nicole Rich, retired from the Board in November 2017 and Alexandra Kelly joined the Board. As principal solicitor at the Financial Rights Legal Centre, Alex brings considerable experience in financial services law and policy. This has always been a core priority for us, even more so in the context of the banking royal commission.

We also welcomed David O'Connor, who joined the Board as an observer as part of a new UTS Business School program that places MBA graduates on nonprofit boards. David has made an important contribution to our thinking about technology.

The Board's biggest area of focus this year was working with management to set a new strategy. Together we analysed performance over the past three years, identifying the key external trends affecting the organisation, and considered what sorts of changes were most likely to improve CHOICE's impact and future sustainability. In May 2018 we approved a new three-year strategy.

Voting members

We continued to invite CHOICE members who had been with us for three or more years to take out voting membership, which has helped maintain our voting membership at a healthy 5960 as at 30 September 2018. New voting members were invited to become more involved in our work, through joining CHOICE Community and supporting our campaigns.

Voting members received a briefing after each Board meeting and many responded with suggestions about how CHOICE can better fulfil its purpose.

Looking ahead

Our new strategy sets ambitious goals to grow the power of consumers, engage more people through our work, and grow our revenue. It's a big ask from our valuable staff, our management and the Board, but one that we know we're all enthusiastic about delivering. From all of us at CHOICE, thank you for your support over the past year. We look forward to reporting to members next year on our progress in these areas.

Improving consumer rights through news and investigations

From exploding Thermomixes and dodgy dog food to faulty pool gates and Takata airbags, our investigations helped inform consumers about product safety and retail rip-offs

(GOAL 1: DRIVE change in areas where we can have a significant impact for consumers)

(Graphic: Deployed airbags inside a motor vehicle)

CHOICE news and investigations continued to uncover issues that highlight the need for safer products and stronger consumer rights when something goes wrong.

In a series of stories in late 2017 that investigated dangerous Takata airbags, we revealed that some manufacturers were replacing faulty airbags with new Takata airbags that would lead to further problems in the future. We also revealed that major manufacturers including Toyota, Honda and Nissan had failed to inform car owners about the dangers posed by Takata airbags in their cars. Following a mandatory recall initiated by the federal government, the car industry was forced to fund an advertising campaign to bring this problem to car owners' attention.

Our work on product safety continued to draw attention to dangerous products. The Queensland authorities recalled Clark Rubber's portable pool fence following our January 2018 story showing a four-year-old unlatching the safety fence and gaining easy entry to a pool.

CHOICE journalist Rachel Clemons' work on the real cost of healthy food choices won a Dietitians Association of Australia Nutrition Journalism Award, and our work highlighting loopholes in the Health Star Rating scheme helped to build the case for changes to the rules.

(Graphic: muesli bars, nuts and seeds)

Our team continued to investigate the unregulated pet food market and reports that dog food brand Advance Dermocare was giving some dogs the deadly condition megaesophagus. We also contributed to a Senate Inquiry into pet food regulation, which began in June 2018.

We used the analysis behind our health insurance tools to warn consumers about changes to their policies – in particular Bupa's cuts to benefits under budget health insurance policies that had been poorly explained to existing policy holders. 

Driving real change

We worked with more people than ever before to change laws, regulations and harmful industry practices 

(GOAL 1: DRIVE change in areas where we can have a significant impact for consumers)

2017–18 was a big year. We started working on new issues that we know matter to Australians, like unfair electricity pricing practices and high out-of-pocket costs that people can face when using private health insurance. Looking ahead, we know that there are big opportunities to make the energy, health, finance, food and housing markets fairer for everyone, while also keeping businesses accountable through our work to strengthen consumer rights and safety protections. 

We achieved some big victories in 2017–18:

Credit card law reform: New laws require banks to let people cancel credit cards online, make sure people can afford to pay back their credit card, and ban tricky interest calculations. CHOICE has been calling for better credit cards since 2015. Our research, policy and advocacy work was credited by politicians as shifting the debate when the laws passed. 

Lemon car fixes: CHOICE highlighted the problems that consumers face when new cars repeatedly break down in our 2016 lemon cars research. We found that big car companies kept giving their customers the run-around, refusing to provide refunds or replacements, even where the consumer law required them to. The ACCC has now taken action against major car companies such as Ford for failing to provide refunds to consumers with lemon cars.

Takata airbag recall: Following CHOICE's investigation into poor consumer experiences and major safety risks with the Takata airbag recall, we pushed for a better recall process. The federal government stepped in to take the matter out of the car manufacturers' hands, initiating an Australian-first mandatory recall. This provided the owners of affected cards with better information and clearer rights.

NSW laws on ticketing and gift cards: NSW introduced new laws to curb high-cost ticket scalping from shonky websites like Viagogo, as well as fair expiry periods on gift cards. Now, gift cards have to last for three years or more and there are important restrictions to stop scalpers selling tickets at massive prices. Both issues have been championed by CHOICE and our supporters for many years. The federal government is now looking at similar reforms for all Australians. 

Thermomix fined for misleading consumers: In 2016, CHOICE collected more than 80 case studies from people who had been injured or experienced a serious failure with their Thermomix. We sent these cases and our analysis of the company's cover-ups to the ACCC in a mass incident report. 

As a result of our work, the ACCC took legal action against the company. This year, Thermomix was fined $4.6 million for misleading consumers about their rights and was forced to put in place a remedy process for people with unsafe machines. 

Laying the ground for more wins

We also made good progress on campaigns we're continuing to work on:

Consumer law reform promised: The federal government has announced support for major reforms to the Australian Consumer Law. This follows two years of consultations and research, with CHOICE leading the call for reform in many areas. Promised changes include stronger penalties, a new requirement that all products meet basic safety requirements, better recalls and clearer rights for refunds and replacements. Legislation has been drafted and consultation is underway on these reforms. We'll continue to follow this work in 2018–19.

Insurance in super looks set to improve: We've been pushing politicians to address high costs and poorly targeted insurance in superannuation for the last two years. Now, the federal government has drafted legislation that would stop many young people and people on low wages paying through their superannuation for insurance they don't need. We'll continue to fight to make sure this legislation delivers fair rules for insurance in super.  

Mortgage brokers feeling the pressure to reform: Major inquiries into the finance sector have supported reforms CHOICE has been championing to lift standards for mortgage brokers. After pressure from CHOICE and others in the consumer movement, the broking industry has voluntarily committed to some reform, removing some of the worst practices like 'soft dollar' incentives such as free holidays.

Consumer rights to data coming soon: After years of CHOICE advocacy, the federal government committed to legislate for a consumer right to access personal data held by big companies. The reform will start with the banking, energy and telco markets. CHOICE experts are now on the committee that will create the standards for this work. 

Growing our community to drive change

(Graphic: Choice staffer outside Parliament House, Canberra, holding bottles of vitamins. Caption: Thanks to pressure from our campaigns supporters, we had a major win for safer and more transparent vitamin labelling.)

One of the most exciting developments from 2017–18 has been the rapid growth in the number of people who work with us on our consumer campaigns. Members of our campaigns supporter community sign petitions, write to politicians, make phone calls, help us with research and work with us to make real change. This work is bolstered by the activity on the CHOICE Community online forum, where CHOICE members and supporters help each other with common consumer problems.

Growing this group is essential to our future, because it attracts new people to CHOICE's purpose and demonstrates to politicians that large numbers of Australians support our calls for better rights and stronger protections.

  • 146,000 Facebook followers
  • 180,000 campaign supporters

Using technology to help consumers save

We created a chatbot to help young Australians save on super, while our game-changing switching service has the potential to transform the energy market

(GOAL 2: EXPAND through innovation to assist consumers and grow revenue outside our existing business model)

In 2017–18 we continued to experiment with new ways to deliver our mission, using technology to create tools that help consumers and bring CHOICE to new audiences. 

The avocado that knows about super

In November 2017 we launched Cadobot, an irreverent chatbot in the form of a talking avocado. Cadobot explains super to young Australians who are being slugged with needless fees and charges for multiple accounts they may not even know they have. The bot then walks them through the process of consolidating their accounts, reducing fees and shutting down redundant insurance policies. 

(Graphic: Hand holding a mobile phone featuring the Cadobot app in action.)

Teaching school students about money

We welcomed a team of interns from the University of Technology Sydney, who are working towards their Bachelor of Creative Intelligence and Innovation. Tackling financial literacy, the team developed a prototype board game called FinWit which they play-tested in high-school commerce classes. One class declared it "the best commerce class ever".

(Graphic: The FinWit board game prototype.)

Helping consumers find the best electricity deal

When it comes to household finances there's one topic that looms largest – energy bills – with the price of household electricity holding its place as the number one cost of living concern in our quarterly Consumer Pulse survey through 2017–18.

Much of the cost borne by consumers is due to complex pricing and penalties for loyalty, with customers who don't switch retailers hit with ever increasing rates and evaporating discounts. There are 6.1 million households in the deregulated energy markets of New South Wales, Victoria, South Australia and South East Queensland, and on average they're overpaying by $400 each year. 

(Graphic: Lightbulb with caption: Australian households are overpaying on energy by more than $2 billion each year.)

To cut through the complexity, we worked with Dr Bruce Mountain from Carbon Market Economics to develop a system that compares every publicly available deal on the market and matches it to a household's energy usage profile.

Our new CHOICE Transformer service scans your electricity bill and instantly tells you how much you're overpaying. If we can find you a bigger annual saving than the Transformer fee, you'll be invited to sign up – then we take the hassle out of switching and do it for you. The Transformer team continues to monitor deals so we can alert you if an even better one comes up. 

The success of Transformer relies on investing in technology to eliminate the time-consuming manual processes of comparing deals and switching providers, by automating as many processes as possible.

We launched Transformer in April and began promoting it in May. By 30 June we had helped consumers identify over half a million dollars in annual savings to future power bills by switching them to a better deal. 

  • Australian households are overpaying on energy by more than $2 billion each year.

Bigger and better

We attracted new members by offering more relevant and tailored content, and improving our website to help people find the information they need – fast

(GOAL 3: IMPROVE and grow our existing business, to ensure our long-term sustainability)

We continued to work with CHOICE members in 2017–18 to better understand their needs, and these insights have helped us to offer even more relevant content and useful tools. This resulted in a 13% increase in the number of repeat visitors to choice.com.au, reflecting the positive experiences that users have on our website.

(Graphic: Sample website pages on laptop and mobile phone. Caption: More than 22 million visits to choice.com.au)

Email is an important way for us to communicate with our members and supporters. In 2017–18 we saw a 33% increase in the number of people who took an action based on an email they received from CHOICE, such as clicking through to an article.

We've also improved the way we stay connected with supporters who've taken a break from their membership, resulting in a 12% growth in the number of lapsed members who returned to CHOICE. 

Refreshing the CHOICE website and brand

(Graphic: Choice print magazine cover)

After research revealed that consumers were failing to recognise and remember CHOICE when they saw our work, we invested in a new visual identity that's intended to have a greater impact. The new brand was informed by research with CHOICE members and the general public.

Recognising the importance of our website – as the way in which most Australians engage with our work – we invested in a program of ongoing improvements, including a new home page that makes it easier for consumers to find the information they need and gives more prominence to our role in advocating for consumer rights.

These improvements helped us to attract new people to choice.com.au and encourage members to visit more often. This resulted in an 8% increase in the number of visits to our website, taking it to over 22 million in 2017–18.

Attracting new users to our health insurance tools 

To support our aim of driving change in the health insurance market, we invested in further improvements to the Do I Need Health Insurance? website and our health insurance selector tool to make them easier to use. Unlike commercial comparison sites, our selector tool provides more information and recommends policies based on an individual consumer's needs rather than commercial incentives, so we also invested in research and analysis. 

Together, these tools helped 121,000 Australians gain a better understanding of their private health insurance choices. They also provided an important new pathway to CHOICE membership, to complement the reviews of household appliances that bring many people to CHOICE.

(Graphic: hands using a laptop to browse the Choice health insurance pages.)

More people joining CHOICE

All of this contributed to a 4.3% increase in the number of people signing up for CHOICE membership in 2017–18. Of those, 4.5% more people opted for one- and two-year memberships, providing us with greater financial security. However, changes to some banks' credit card products meant that a lower than usual number of people renewed their membership. As a result, membership remained stable at around 182,000 people at 30 June.

Testing the limits

We expanded into new areas of product testing and made our reviews more user-friendly and relevant to members

(GOAL 3: IMPROVE and grow our existing business, to ensure our long-term sustainability)

(Graphic: Choice lab technicians. Caption: Staff test a range of products in the Choice labs, including children's cots and  gas cookers.)

Improving the way we present product reviews was a major theme for our testing team in 2017–18. 

To inform our thinking, our researchers conducted in-home interviews with consumers who'd recently bought or were in the process of buying an appliance, to understand what was important to them. This led to a number of changes to the way we present reviews on fridges – one of our most popular product categories. We'll be applying this approach to more categories in 2018–19.

We also continued to review the types of products and services that we test, analysing data on what consumers were searching for and asking our magazine subscribers which articles they find useful. This allowed us to stop testing some types of products and move into areas where there is higher demand, making sure that our limited testing resources are applied in areas where we can have the greatest impact for consumers.

Building on the popularity of our bed-in-a-box mattress tests, we expanded our testing to include springform models, which also proved popular. As a result, we're planning more mattress testing in 2018–19, and we'll combine our test results so consumers can compare bed-in-a-box and springform mattresses.

In response to strong consumer interest in the National Broadband Network (NBN), we partnered with Honesty Box, a broadband measurement service, to deliver real-world data on how the NBN is performing in consumers' homes. We now publish this data monthly, and in 2018–19 we'll be able to present each provider's long-term performance over six months so we can track any changes as the NBN rollout continues.

We also changed the way we test products like laptops, where models turn over so frequently that by the time we finish testing and publish our results, many are discontinued. We're now testing smaller batches of products so that we can publish the results faster, meaning that consumers are more likely to be able to find the models we've tested when they're shopping in store or online.

  • 2201 products tested

Making a positive impact

We reduced energy consumption, worked to clean up the local environment and improved workplace diversity and inclusion

(GOAL 4: LIVE up to the standards that we expect of others)

During 2017–18, CHOICE's Social Impact Committee continued to make an impact on the lives of clients helped by our partner, the Women's and Girls' Emergency Centre (WAGEC). The nonprofit service supports women, children, young people and families who are either experiencing or at risk of homelessness and/or domestic and family violence.

CHOICE donates household goods that we've tested – from cleaning products to major appliances – which are used to furnish the Centre's accommodation services and clients' homes. Staff also raise funds for WAGEC through workplace giving and regular internal fundraising events. 

In April, WAGEC CEO Helen Silvia joined us for CHOICE Market Day – the biggest fundraising event of the year – where talented staff make or bake items for sale including jewellery, pot plants and an array of sweet treats.

WAGEC really benefits from our partnership in a way that is tangible, and brings delight to its clients during a challenging time in their life. 

(Graphic: Choice CEO Alan Kirkland and WAGEC CEO Helen Silva on Market Day.)

(Graphic: Choice staff members of the Social Impact Committee with items for donation to WAGEC.)

As part of our Social Impact Strategy, staff visited a local high school to share our expertise on consumer issues with Year 9 and 10 students. Most of the teenagers said they'd love to work at CHOICE … testing TVs.

(Graphic: Choice staff speaking to high school students about consumer issues.)

Reducing our impact on the environment

CHOICE installed solar panels on the roof of our Marrickville building at the end of 2017, which contributed to a 20% reduction in energy consumption, year-on-year. We will see the full-year benefit of this change in 2018–19.

The reduction of carbon emissions as a result of increased reliance on solar energy helped us to secure accreditation as a carbon-neutral organisation under the National Carbon Offset Standard, a status we intend to maintain.

(Graphic: Solar panels on the roof of the Choice office building.)

Our staff-led environmental committee continues to focus on reducing waste and expanding recycling. Items now able to be collected for recycling include light globes and tubes, batteries, soft plastics, beverage containers, mailing satchel packaging, personal care and beauty product packaging and mobile phones. We also have dedicated food waste compost bins.

As part of our commitment to improving the quality of the local environment, we continued our regular 'Clean Up Marrickville' initiative, collecting rubbish from the streets and public spaces around CHOICE. 

We planted more than 150 trees in the Cooks River valley and despite a very dry summer, our bushcare site has survived, with wattle and other native varieties thriving. These projects utilise our volunteering leave, with CHOICE staff contributing 30 volunteer hours on approved projects during the year.

(Graphic: Choice staff members planting shrubs at the Cooks River Bushcare site.)

(Graphic: Thriving wattle trees in bloom at the Bushcare site.)

A focus on workplace diversity

As part of our 2015–18 strategy, we set out to improve the diversity of our workforce so that it better reflects the Australian population.

We worked to improve our ability to attract, recruit and retain staff from diverse backgrounds, with a focus on gender, disability and Indigenous people. We also worked to improve workplace flexibility, knowing that this can be an important factor in supporting workforce diversity and inclusion.

We continued to report to the Workplace Gender Equality Agency (WGEA) – an Australian Government agency charged with promoting and improving gender equality in Australian workplaces.

Key actions implemented during the past year as a result of our WGEA report include:

  • Offering learning and development to employees on parental leave.
  • A pay equity audit, to identify and act upon salary gaps in relation to like-for-like roles across the organisation.
  • An increase in female representation in decision-making roles.
  • A review and rollout of new flexibility guidelines.

Thanks to our partnership with National Indigenous Television, we seconded a journalist to work with us to produce content that enhances the power of Indigenous consumers.

CHOICE also took part in Diversity Council Australia's Inclusion@Work survey – a new study which helps organisations measure their diversity and inclusion progress and benchmark it against other companies. CHOICE achieved an inclusive team score of 4.3/5, compared to an average of 4/5 for participating organisations.

At the conclusion of our diversity and inclusion strategy:

  • The number of staff who identify as having a disability had increased from 5% to 10% (from 2016 to 2018).
  • We achieved 50% female representation among our Leadership Team and for all managers (up from 40% and 47% respectively in 2016).
  • At least 76% of interview shortlists contained one or more candidates that addressed our core diversity areas (where disclosed).

Our work to improve diversity and inclusion has been recognised among human resources practitioners, and in November 2017 CHOICE was a finalist for the Dame Quentin Bryce AD CVO Gender Equity in the Workplace Award at the annual Australian Human Resources Institute Awards.

Investing in our future

We increased the number of CHOICE employees to help grow our community and develop tools that help more consumers

CHOICE entered 2017–18 with a strong balance sheet, including $11.15m in cash and term deposits. This had been built up through a number of years of above-budget surpluses.

As reported in the last two Annual Reviews, the Board considers it imperative that this cash is invested in a way that's most likely to support CHOICE's future sustainability. Having considered a range of investment options, the Board sees investment in the transformation of the organisation, through carefully managed deficit budgets, as the greatest priority. 

In 2017–18, our revenue grew by 4.5%, from $18.75m to $19.58m. The greatest source of growth was our CHOICE Recommended licensing scheme, but we also achieved modest growth in membership revenue.

Our operating expenses grew by 9.2%, from $18.67m to $20.39m. Most of this was due to increasing the number of employees, to help grow the teams that are responsible for expanding our group of online campaign supporters, experimenting with new ways to help consumers, developing new business models, and building digital tools to help people choose good products and services.

The impact of this investment so far is reported earlier in this Review. Investing in the growth of our campaigns supporters has helped us win important improvements to consumer rights. The development of our innovation capability allowed us to test a new way to help consumers save on energy, supported by a new business model, and improvements to choice.com.au let us help more consumers and attract new members to CHOICE. 

We ended the year with a deficit of $1.99m, made up of $0.66m in travel market expenditure – funded by a grant provided in 2014–15 – and $1.33m relating to day-to-day operations of the organisation and the investment described above. This was within the deficit approved by the Board, and reflected careful management of costs throughout the year.

We also invested in capital improvements to our physical assets, such as installing solar panels on the CHOICE building, as well as intangible assets such as building and improving digital tools to help consumers in the health insurance and energy markets. The cost of these assets has been capitalised on the balance sheet and is being depreciated over their estimated useful lives.

As at 30 June 2018 we had a total of $10.24m in cash and term deposits. The Board maintains a cash reserves policy to support the organisation in case of a major downturn or external impact on operations. With this cash reserves floor set at $4.88m for 2018–19, the Board is able to invest in continued transformation of CHOICE over the next few years, in line with our new strategy for improving CHOICE's impact and sustainability.

 

Year ended 30 June 2018

Year ended 30 June 2017

Revenue

$19,582,832

$18,746,071

Other income

$427,747

$548,803

Less: Direct costs

($1,614,318)

($1,557,974)

Less: Operating costs

 ($20,386,835)  ($18,666,587)

Net surplus/(deficit)

($1,990,574)  ($929,687)

Current assets

$11,255,901

$12,369,182

Non-current assets

$11,066,484

$11,040,098

Current liabilities

($7,562,741)

($6,695,126)

Non-current liabilities

($291,408)

($255,344) 

Net equity

$14,468,236 

$16,458,810

Meet our Board

CHOICE's Board brings a broad range of skills

Sandra Davey (Chair)

Sandra is an experienced digital and internet executive and is 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, organisational and structural issues that impact an organisation's 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, Sandra was inducted into AIMIA's Hall of Fame in 2015. She also serves on the Marketing Advisory Committee to the Board of Bush Heritage Australia. Sandra joined the Board in 2012 and was elected Chair in 2017. She chairs the Governance Committee and Investment Committee, and is a member of the Business Innovation Committee.

William Davidson (Deputy Chair)

Bill is CEO of the Worklink Group, which provides support services to people experiencing mental health challenges, including employment services. He is committed to making a difference to people's lives by creating an environment that fosters positive impact at all times. Bill was managing director of Australian Hearing from 2013 to 2018 and for four years prior to that was managing director of Job Futures Limited, now known as CoAct. He has extensive experience in the delivery of contracted, outsourced services in Australia, as well as in the UK and South-East Asia. Bill was also the interim CEO of CHOICE in 2008 while we sought a new CEO. Bill is passionate about finding ways to provide fair competition and deliver a better deal for Australian consumers. Bill served on the CHOICE Board from November 2006 until August 2008. Following the appointment of Nick Stace as CEO in February 2009, Bill was co-opted onto the Board in November 2009, then elected to the Board in November 2010. He is currently Deputy Chair of the Board and a member of the Finance, Risk & Audit and Business Innovation committees.

Fiona Guthrie AM

Fiona has 30 years' experience in consumer advocacy, including a number of years on the executive of the Consumers' Federation of Australia. Her main interest has been advocating for people on low incomes or in vulnerable circumstances to get a fair go, particularly in the financial services marketplace. For the past nine years, Fiona has been the 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 previously chair of ASIC's Consumer Advisory Panel. Fiona is currently a member of the ACCC's Consumer Consultative Committee, ASIC's External Advisory Panel and the Australian Government Financial Literacy Board. Fiona 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. Fiona joined the Board in November 2015 and is a member of the Campaigns & Advocacy and Finance, Risk & Audit committees.

Alexandra Kelly 

Alexandra is principal solicitor at the Financial Rights Legal Centre, which operates the National Debt Helpline, 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 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 November 2017 and is a member of the Campaigns & Advocacy Committee.

Ben Slade

Ben is Managing Principal of the NSW practice of Maurice Blackburn, a national plaintiff and union law firm, where he specialises in consumer and other class actions. Ben worked at the Redfern Legal Centre and Legal Aid NSW before joining Maurice Blackburn 18 years ago. He has spent over 34 years in the consumer movement in Australia in community education, consultation, media, lobbying and litigation. He has a passion for consumer rights and recognises the need to adopt a range of strategies to achieve positive outcomes for consumers. Ben was appointed to the CHOICE Board in November 2013 and is Chair of the Campaigns & Advocacy Committee and a member of the Governance 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 holds a Foundations of Directorship qualification from the AICD, gained in 2015. Robert is currently the managing director and co-founder of Gondwana Genomics, an Australian biotechnology start-up exporting genetic technology developed in Eucalyptus. Robert joined the CHOICE Board in September 2014, and is a member of the Business Innovation, Finance, Risk & Audit and Governance committees.

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. Anita currently runs her own advocacy and campaigning consultancy working with a range of NGOs to bring about social change. Anita has also held senior roles in policy and advocacy at the Community Services Commissions and the Social Issues Committee of the NSW Legislative Council. She has completed the Leadership, Organizing and Action: Leading Change program through Harvard University, as well as the Stanford Executive Program for Non-Profit Leaders. Anita has served on the Boards of the Council for Intellectual Disability NSW and the Intellectual Disability Rights Service. She currently serves on the Centre for Australian Progress Board. She is a long-standing member of CHOICE and while at the Cancer Council led a number of collaborative projects with CHOICE, including campaigns against junk food advertising to children and the regulation and eventual ban of commercial solariums. Anita joined the Board in March 2017 and is a member of the Campaigns & Advocacy and Business Innovation committees.

Helen Wiseman

Helen is a Chartered Accountant, businesswoman and former KPMG tax partner with over 30 years business experience across a range of industries including manufacturing, distribution, food service, insurance, energy and natural resources. She's currently a founding director of Imalia, a for-purpose business established to empower women financially. Helen has 14 years of board directorship and audit committee experience on a number of nonprofit and corporate boards, including Bidfood where she chairs the Audit and Risk Committee. She is also the patron for SHINE for Kids and a professional mentor through The Executive Connection. Helen has a strong interest in seeing that women are adequately represented in consumer advocacy. Helen joined the CHOICE Board in November 2014 and is Chair of the Finance, Risk & Audit Committee and a member of the Investment Committee.

Jennifer Zanich

Jennifer is a senior corporate executive and start-up CEO with a strong entrepreneurial background. Jennifer spent 10 years in the US where she successfully started and funded several companies including SeeSaw Networks and Xumii (later acquired by Myriad Group) and was CEO of Wedgetail Communications, an enterprise security company. She's also experienced in corporate operations, strategy and marketing, having spent eight years as Microsoft's marketing director in Australia and Asia Pacific. Jennifer has created and delivered 12 products into international markets. Currently, she's using her experience to give back to the next generation of entrepreneurs with her work at UNSW, where she's raising a Founder Fund to invest in university-led start-ups, creating an Angel Investment Group and developing an entrepreneurial ecosystem. Jennifer has more than 18 years as a non-executive director and is a graduate of the Australian Institute of Company Directors. She is a strong advocate for the start-up community in Australia, is a member and participant of many committees and think tanks, and is sought after as a speaker on entrepreneurship and females in innovation. Jennifer 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 in 2015 and is Chair of the Business Innovation Committee and a member of the Campaigns & Advocacy and Investment committees. 

Read accessible text version below, or download CHOICE Board Charter 2016 (PDF, 417kB)

BOARD CHARTER As reviewed by the Board at its meeting on 25 July 2016

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 were updated as part of a review of the constitution in 2013. They 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 speak it, hear it, see it, share it & live it.
  • We HELP each other, our members and all consumers.
  • We make an IMPACT with a mix of rigour and humour.

2. Board Composition

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. The normal term of office of a Director is three years and Directors are generally only able to serve for three consecutive terms.

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
  • providing input into and reviewing 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 and equally is clear about how these responsibilities will be performed.

The business of the Board includes:

  • consideration and approval of the strategy and business plan including the policy framework and broad 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 plans or budgets;
  • 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, measurements against targets and budget;
  • considering and commenting on reports from management;
  • setting delegation limits and authorities for management to commit resources;
  • 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 customers 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 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 debate;
  • work co-operatively with management;
  • not make improper use of information gained through their position as 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 (see Appendix 3). 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 (see 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. 

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.

The CEO's role also includes:

  • managing the operations of the company;
  • providing regular reports on key activities and progress against the annual business plan and targets;
  • 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 6.

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 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.

 

8. The Board and strategy

The Board approves the organisational strategy. The plan is 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 an annual business plan, as well as annual budget and targets. In approving the Business Plan, the Board agrees on a schedule for reporting against the plan during the year.

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 an Enterprise Wide Risk Management Framework (see Appendix 7), 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.

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 constitution allows for circulating resolutions. This provision 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 five face-to-face meetings per year and up to two teleconferences where required to progress business. The Chair may also call additional meetings where required.

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 role and composition of Board committees is normally reviewed at the first meeting of the calendar year, following an evaluation of current committees.

The process for evaluating each committee will be determined annually by the Chair of the Board, in consultation with the Chair of the respective committee. Among other things, the evaluation may address:

  • whether continuation of the committee is necessary;
  • whether the committee's terms of reference need to be updated;
  • whether the composition of the committee is correct; and
  • any impediments to it effectively carrying out its role.

This forms the basis of a Board paper outlining any proposed changes to Board 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 4.

17. Board evaluation and development

The Board conducts a self-evaluation every two years usually around the end of the calendar year so that any outcomes can be incorporated into Board planning for the following year. The self-evaluation addresses the Board's performance in relation to strategy, governance, skills, papers, meetings and committees. The process is also used to identify collective and individual development needs.

The Governance Committee is responsible for advising the Board on the way in which the evaluation is conducted and the best way to address the results of the evaluation.

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

18. Director selection

Before nominations open for the election of Directors, the Governance 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 Committee, identify the skills required of the Director 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 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 engaging a search firm.

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.

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 an induction manual 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. New Directors are also offered the opportunity to attend the Governance for Directors course or Company Director's course offered by the Australian Institute of Company Directors.

The Governance Committee is responsible for conducting an annual review of the induction program for new Directors.

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 Review of Directors Performance policy, Appendix 6.

22. Appendices

Appendix 1 – Register of Board policies

Appendix 2 – Delegations

Appendix 3 – Conflict of interest forms

Appendix 4 – Management liability insurance

Appendix 5 – CEO Performance Review policy

Appendix 6 – Director Performance Review policy

Appendix 7 – Risk Management policy

Ms Sandra Davey, Chair

Current Employment: CEO, Product Space

Directorships: Nil

Other Appointments: Advisor to Marketing and Fundraising sub-committee, Bush Heritage Australia; Consultant to Enex TestLab

Other Material Personal Interests: Nil

Mr Bill Davidson

Current Employment: Nil

Directorships: Pat and Stick's Homemade Pty Ltd; Streetwize Publications Pty Ltd

Other Appointments: Nil

Other Material Personal Interests: Nil

Ms Fiona Guthrie

Current Employment: CEO, Financial Accounting Australia

Directorships: Debt Repayment Service Ltd; Financial Literacy Australia

Other Appointments: ACCC Consumer Consultative Committee; Australian Government Financial Literacy Board; ASIC External Advisory Panel; External Advisory Panel to CEO – Commonwealth Bank, Way Forward Debt Solutions Ltd

Other Material Personal Interests: Nil

Ms Alexandra Kelly

Current Employment: Principal Solicitor, Financial Rights Legal Centre (NSW) Inc

Directorships: Nil

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

Other Material Personal Interests: Nil

Mr Ben Slade

Current Employment: Managing Principal – NSW, Maurice Blackburn Pty Ltd (law firm)

Directorships: BJS&ACL Nominees Pty Ltd; Larly Pty Ltd

Other Appointments: Chair, Class Actions Committee, Law Council of Australia; Chair, Australian Consumer Law Committee, sub-committee of Law Council of Australia; Federal Court Liaison Committee, Law Council of Australia

Other Material Personal Interests: Nil

Mr Robert Southerton

Current Employment: General Manager, Gondwana Genomics Pty Ltd

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

Other Appointments: Nil

Other Material Personal Interests: Nil

Ms Anita Tang

Current Employment: Self-employed (Anita Tang Pty Ltd)

Directorships: Centre for Australian Progress; Murrawan Pty Ltd

Other Appointments: Nil

Other Material Personal Interests: Nil

Ms Helen Wiseman

Current Employment: Director, Cookinvest Pty Ltd; Group Chair, The Executive Connection (self-employment as a consultancy)

Directorships: Imalia; Bid Corporation Limited; BidCorp Audit Committee; WPG Resources Ltd

Other Appointments: Nil

Other Material Personal Interests: Nil

Ms Jennifer Zanich

Current Employment: Self-employed

Directorships: Scout4 Limited (Isle of Man)

Other Appointments: Advisor, Bullpen Capital (US); Advisor, UNSW Accelerator Innovation; Advisor, Autonomous Group Management Consulting Blockchain

Other Material Personal Interests: Nil

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

Constitution of Australian Consumers' Association

ACN 000 281 925

a not for profit company limited by guarantee

Passed by Special Resolution of Members

November 28 2013

Contents

1 Nature of the Company

2 Purpose and objectives of the Company

3 Members of CHOICE

4 Members of the Company (Australian Consumers' Association)

5 Meetings of members

6 Directors

7 Meetings of the Board of directors

8 Chief Executive Officer

9 Minutes

10 Notices

11 Indemnity and insurance

12 Winding up

13 Accounts, audit and records

14 Miscellaneous provisions

Schedule 1 – Dictionary and interpretation

Schedule 2 – Transitional arrangements

1 Nature of the Company

1.1 Limited liability and guarantee

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

1.2 Powers

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

1.3 Not for Profit

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

2 Purpose and objectives of the Company

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

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

2.2 The Company pursues its purpose and objectives by:

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

3 Members of CHOICE

3.1 Description of a member of CHOICE

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

3.2 Rights of members of CHOICE

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

4 Members of the Company (Australian Consumers' Association)

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

4.1 Members of the Company

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

4.2 Voting members

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

4.3 Life members

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

Membership fees

4.4 Fees

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

Ceasing to be a member

4.5 Ceasing to be a member

A member ceases to be a member:

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

4.6 Disciplining and removing members

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

4.7 Effect of ceasing to be a member

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

4.8 Register of members

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

5 Meetings of members

5.1 Calling of general meeting

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

5.2 Postponement of general meeting

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

5.3 Technology

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

5.4 Notice of general meetings

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

5.5 Quorum

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

5.6 Procedure at general meetings

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

5.7 Business of an annual general meeting

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

5.8 Notice of adjourned meeting

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

5.9 Business at adjourned meetings

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

5.10 How voting is carried out

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

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

5.11 Matters on which a poll may be demanded

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

5.12 When a poll is effectively demanded

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

5.13 When and how polls must be taken

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

5.14 Chair's casting vote

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

5.15 Resolutions proposed by members

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

5.16 How vote may be exercised

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

5.17 Voting disqualification

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

5.18 Objections to right to vote

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

5.19 Who can appoint a proxy

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

5.20 Attorney of member

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

6 Directors

6.1 Number of directors

The Company has between 9 and 12 directors comprising:

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

6.2 Who can be a director

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

6.3 Other skills and qualities of directors

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

6.4 How to nominate

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

6.5 Dealing with nominations

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

6.6 Establishment of Nominations Committee

The Board may establish a Nominations Committee, to consist of the chair and an equal number of directors and members of the Company.

6.7 Role of the Nominations Committee

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

6.8 Ballot

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

6.9 Power of the Board to appoint

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

6.10 Qualification of co-opted directors

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

6.11 Elected directors

Elected directors hold office:

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

subject to rule 6.14.

6.12 Co-opted directors

Co-opted directors hold office:

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

subject to rule 6.14.

6.13 Limit on consecutive terms of office

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

6.14 Ceasing to be a director

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

6.15 Appointment

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

6.16 General business management

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

6.17 Borrowing powers

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

6.18 Appointment of attorney

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

6.19 Negotiable instruments

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

6.20 Validation of acts of directors and secretaries

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

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

is not affected.

6.21 Prohibition on being present or voting

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

6.22 Director to disclose interests

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

6.23 No directors' remuneration

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

6.24 Directors' expenses

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

6.25 Financial benefit

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

6.26 Office bearers

  • 6.26.1 The office bearers of the Company are:
    • 6.26.1(a) the chair;
    • 6.26.1(b) the deputy chair; and
    • 6.26.1(c) the secretary.
  • 6.26.2 Office bearers are elected at the first directors’ meeting after the annual general meeting and hold office until the end of the first meeting of the directors held after the next annual general meeting, unless the officer bearer resigns from her or his position, ceases to be a director (where the office bearer is a director), or is removed by resolution of the Board.
  • 6.26.3 Except for the secretary, only directors may be office bearers. Any director is eligible for election to any office bearer position.
  • 6.26.4 Subject to this rule 6.26, the officer bearers are to be elected in such manner as the Board determines.

6.27 Delegation to committee of directors

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

6.28 Delegation generally

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

7 Meetings of the Board of directors

7.1 Convening meetings of the Board

  • 7.1.1 The directors may meet together for the despatch of business and adjourn and otherwise regulate their meetings as they see fit.
  • 7.1.2 The chair, the deputy chair or any three directors may at any time, and on their request the secretary must, call a meeting of the Board.

7.2 Technology meeting of the Board

  • 7.2.1 A Board meeting may be held using any form of technology approved by the Board and specified in the notice of meeting.
  • 7.2.2 A director may participate in a meeting by a form of technology not specified in the notice of meeting only with the prior approval of the chair.

7.3 Notice of meetings of the Board

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

7.4 Quorum

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

7.5 Passing of directors' resolutions

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

7.6 Circulating resolutions

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

8 Chief Executive Officer

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

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

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

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

8.5 The Board may revoke or vary:

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

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

9 Minutes

9.1 The Board must ensure that:

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

as required in accordance with the Act.

10 Notices

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

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

11 Indemnity and insurance

11.1 Indemnity

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

11.2 Insurance

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

11.3 Director voting on contract of indemnity or insurance

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

11.4 Liability

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

12 Winding up

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

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

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

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

13 Accounts, audit and records

13.1 Accounts

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

13.2 Audit

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

14 Miscellaneous provisions

14.1 Rights of inspection

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

14.2 Confidential information

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

14.3 Execution of documents

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

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

14.4 Formalities omitted

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

14.5 Alterations

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

14.6 Transitional Arrangements

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

Schedule 1 – Dictionary and interpretation

1 Replaceable rules excluded

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

2 Definitions

In this constitution:

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

3 Interpretation

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

Schedule 2 – Transitional arrangements

1 Directors

1.1 Existing Directors

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

1.2 Retirement of Existing Directors

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

1.3 Casual vacancies

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

2 Office bearers

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