Hi Will Camphin here and in this video I'm going to give a rundown report having
attended the CPA AGM in 2018 I'm just going to focus on the numbers in a
balanced way I'm not going to make any commentary beyond observations that the
numbers have said to me and and hopefully this is something that will
spur a discussion as we continue the rebuilding of CPA Australia. Now I lead
the technology discussion group which is a virtual discussion group so a lot of
this information and the support for this is available so if you want to do
that connect with me on LinkedIn but I'm going to be going through a rundown of
what it was like to be at the AGM on the night what the numbers told us and
also what the vote pre AGM night and post AGM night tell us. You know
does the board have a mandate these are the questions that I'm going to
answer. I've actually consulted with many members over the last couple of weeks
putting this together including divisional councils for my own one in
New South Wales and also in members from other states so hopefully this will be
useful to anyone who wants to play this video. Now, the first things first let's
just get a quick background of what happened. On the 27th of April the notice
of general meeting was released and there was 14 resolutions; four of which
were sponsored by the board and a further 10 that was sponsored by members
and this was after the extensive members consultation that occurred over that
period of time. Now, 48 hours prior to the AGM being held the ability to assign
proxies electronically, which was allowed for the first time this year, was enacted
so there is a distinction in the votes between those that were cast directly
prior to the AGM debate being held and those that were actually made on the
night. Now, I'm going to be talking about a terminology about an "informed vote"
and by that I mean those who were informed by actually attending the AGM
when they made their vote. So this doesn't mean that nobody was informed
prior to that time. It was just informed by the discussion so I want to make that
distinction in terms of what I mean by that and then I also make some commentary on
whether I believe the board has a mandate and some of the other sort of
more qualitative things that I've observed in the numbers. Now, let's go to
AGM night when we first rolled up an AGM night there was a registration at about
4:30pm on the 22nd of May and it was a very very well run. I mean you basically
went in there and registered. If you had any proxies assigned to you, they were
given to you. Then, you were able to go and mill around talking to other people
and the energy was quite you know anxious because obviously we'd had a
tumultuous 2017, so we were all looking to get some answers. When we went into
the AGM we went through the process now I won't go too much into to that, you
can watch the video, it's six hours long on the website and you get a very
good idea of what the tone of it was and it was quite robust the
discussion at that time but it was probably understandable given the degree
of change that we went through and disruption in 2017. So, some of these
things would have been ideally done prior to that but this is the
the legalities of what was actually required and there's no question that
the process by which this was delivered is to the letter of the law
from my perspective you know the principles behind how it does,
may be a matter for some people to conject, which I have heard people
but there's no question that other organizations do this so if we have
issue with that, perhaps that's [with] how not-for-profits actually report and
companies generally but I'm not going to go in there. All I'm going to do is just
focus on the numbers so after we got our proxy votes and we went in we started
listening to debate, all activities were processed through the
chair and it was very structured you went in and you had a piece of paper
that indicated your number and you would give it to them and then they would
allow you to go up and ask questions and for the most part we got to ask as
many questions but there was limitations on the time. Of the ten members
resolutions they were allocated two minutes to speak to them and the
board had basically predetermined that they were going to
vote against all members resolutions other than the four that they've
sponsored themselves having declared that basically from the outset
in the notice of General Meeting. So why do I mention that? I mentioned that
because that brings me to how proxy votes work. Now, a directed proxy vote is
one where you nominate a person who you know will be in attendance so they might
have picked the chair or any other person that was there and they direct
whether they want to go for, against or abstain. Right, now if they abstain
they don't count to the final vote and if they're undirected they allow the
holder of that proxy to decide on the night. Now, what does that actually mean?
That means that you trust that person to basically have a better understanding to
make a decision based on the information that's put before them and when we actually
attended at the AGM we were given the the annual report which was discussed
in there and there was questioning and also this notice of general meeting so
all the information was available to people when we were there and I think
it's important to note that. When we went through onto that the next
thing was going through and the proxy votes weren't released until after all
the debate was held in order to not taint the process the For and Against
Vote at face value from the proxy close was emphatically in support of the board
you can see when you look at the numbers that was the case. If you look at
the undirected proxy votes, which are essentially those which are left to the
discretion of the proxy holder. Any undirected proxies that are allocated to
the Chair, were treated effectively as directed proxies because
the Chair and the board had indicated which way they were going to vote. The
only real unknown quantity was what the undirected proxies as allocated to other
people that were in attendance and that wasn't specific so there might have been
people who alluded to the way they were voting but we didn't actually know for
sure which way those votes would go, there was about 850 of them. Right,
The Chair held about 2,000 open proxies, so any time those
between 2,000 and 2,200, and those proxies essentially
voted directly FOR [Resolutions] 1 - 4 irrespective of any discussion that
happened on the night and AGAINST [Resolutions] 5 to 14. Now, the next thing that I
would bring to your attention is that the
the informed vote had roughly a thousand people all up that were in there. 850 were proxies
and there was about 240 to 244 that attended on the night. So that gives
you an idea of the kind of numbers that were involved. Now, the interesting thing
about this is, whilst the vote For and Against in the proxy vote was
emphatically in support of the board resolutions, the vote on the night
including those are undirected proxies that were given there was actually
the inverse! So it went to about 20:80 percent generally speaking but
that's not to say, that the overwhelming result was not in support of the board,
it absolutely was. So in terms of the question was there a mandate? I think
it's very difficult to argue any case against that. All I raise
this for is because I believe it helps temper that the board needs to be
mindful that there is still considerable amount of interest out there and you
know when AGM's were decided by anywhere between 50 and 100 votes. To
have any situation where you have, you know, more than a thousand and in some
cases in excess of 800 voting for things like more openness and transparency and
and for removal of directors that that is something that you know should
be mindful of. Now they had like more than 800 votes that we're going "For"
around this and that's a lot. So when you look at the hard fast numbers you can
see that that's the case. Now, where where to from here? I think the takeaways
from this is, and the questions that I would raise is that
Resolution 2, even if you take into account the fact that Singapore's
allegations of harvesting of proxies over in Singapore and Malaysia and
what-have-you that was in the financial review, the real issue is that
even if you remove the open chair votes and say well what was the result? the
only resolution that would have passed in its own right would have been
Resolution 2. Now Resolution 2 was one that was arguing for a Council of
Presidents. So that suggests that there was universal support for the
President's Council and divisional councils being involved and I think that
that is something that's probably the biggest takeaway that I've identified
and one of the reasons why I'm working now as closely as I can to get
divisional councils to help unite our voices and begin the direction that
we're trying to go and that's the purpose of this video. The other the
other thing to see about that is that, now that we've got that framework and
that understanding, it's actually really quite handy for us to move towards
what we do in terms of communicating now the biggest problem in 2017 was an
inability to email because of privacy rules. One of the things that we've been
working on in the technology discussion group is building up an app which allows
us to communicate rich media content being video, audio and text to help
communicate to other members and that's one of the things that all of the
information on there is on the the app that's there and you're welcome to go
and get to my LinkedIn profile to access that. It's free. It's just a member driven
initiative to build that ability to learn about this and you can probably
get more videos like this from me in future. The biggest thing that if we're
looking at the stats, I'll bring up the summary
page and I've got a one-page PDF and the one-page PDF summarizes the breakdown
and foreign against in a very, very easy manner. So, if we have a look at the
stats here, you can see very clearly that the percentage FOR and
AGAINST is very very high for 1-4 you can see well in
excess of 75% here FOR and AGAINST on direct proxy see it's it's obvious that
those who voted prior, as of the date of the 20th of May, so pre AGM it were
emphatically in support of the board and there was only around about, well if you
look at this, you got 40% at the high end for the other Resolutions. Now
if we look at the open chair votes. I've dictated that they're green and and
Red colour there to indicate that this is the way the vote that the Chair had
indicated they were going to vote pre AGM. So as far as it being discretionary
it was already predetermined what those votes were going [to be] so I don't consider
that a vote that was undecided on the night. That was already predetermined. It
was just a question of finding out what the numbers were and as you can see
there was at least, there was approaching 30 to 33 percent at least of the vote
that was cast there so that's a considerable point, with that it made it
virtually impossible for the vote to go any other way than the way that it did
but by the same token it also shows that the board had support via direct or
indirect. Now, here you can see that the discretionary vote is about that 800
mark that I spoke about and that is still way in excess of what the vote
would have been in the previous AGMs. Now, if you have a look at the for and
against here I've broken it up so you can see that very clearly this this this
document is taken exactly from this the Link Market Services and I've just
opened up columns to show you what the split of the vote is and in the informed
vote you can see that there was about a thousand being a hundred and ninety that
voted for the board on this particular [Resolution] 1 and 876 that voted against.
That doesn't mean that that's all open other proxies, but you know, you don't have
the ability [to see that] and I have another spreadsheet that can help me sort of
analyze, that but you can kind of go through and see that there was about a
20% support for board resolutions and then you get into the inverse for the
members [sponsored] resolutions. So there is an obvious demarcation between what the the
people that had voted in support of people on the night and from those that
actually heard what's going. Now, you might argue that they'd already
predetermined their views as well, but at the end of the day, there
was a lot of people there and many of them had traveled interstate. So you
have to be pretty passionate to finance yourself to go to do this as I did.
I know that the board did support the travel cost to some of the [Divisional] Presidents
and Deputies to go so I'm not sure to what extent that was to be confirmed. I
mean that would be something perhaps to ask in the meetings that you're in.
But, the fact of the matter is that the people that spoke up there, were
primarily members who traveled and that's something to be seen. So that
you know to say that there's an apathetic membership, when you have that
sort of unprecedented attendance I think is something generally to be made clear
that I think that there's still a huge amount of interest in what's
happening in the membership. Obviously with the ABSTAINS, the only
thing that I would note about it is that there was a large jump on the
ABSTAIN (vote) when it came to the removal of Peter Wilson so what that says
I I'm not really inclined to make any comment other than the fact that there
was a 300 (vote) jump overall as you can see from here on that particular question.
So, the other thing that I would bring out into this is that there
was a couple of duplicated resolutions in there so we we covered the same
topics twice one was in terms of email correspondence which is one of the
things that was a big issue in 2017, part of the reason why the App that we're
building is done to help members to connect on it on a easier basis but the
only thing that wouldn't have the only resolution that wouldn't have got up in
its own right was direct voting, if you just look at the votes that were
decided on the night on the basis that I've done here is the
resolution nine. So people definitely
wanted, all of the people that attended on the night, [wanted] direct voting and
if anything more electronic and and the way that this electronic format work was
just fantastic as far as I'm concerned. Never have we had so much visibility as
to what was actually happening. The other thing that I would add is that you know
this is a real insight to what we should be thinking about doing for Divisional
Councils. Now the Divisional Councils are having so much more influence over
what's happening, albeit that you know I'd like to see them speaking up a bit
more at the AGM. The fact of the matter is that this is a real opportunity for
us to extend the same transparency that we have for the AGM to a Divisional
Councils given that they are so important now going forward with
Resolutions 1 - 4 [being passed] which we're about appointments, director remuneration
director terms, director access and all of those things. So whilst it was
essentially focused on what the board does, it does it have a lot of power in
terms of channels of communication to the extent of us trying to get
communication amongst the members at the end it comes down to a vote, and I would
be inclined to keep lobbying and working with the Divisional Council to do it.
Anyway, I'm coming up to the 20 minute mark or coming up to sort of
wrapping it up here. The takeaway as I say is; that YES, the
board definitely has a mandate. The overall vote and the direct vote and the
pre-Proxy were emphatically in support and basically after that it was a fait-de-complis
on the night which was
something that upsets some people, but the fact that we have a definitive plan
forward and we know what to do is something to be taken away with a
positive nature and I'll just bring up the...
I'll just bring up the Informed Vote
I just want toshow how I calculated it. So here you have
the Informed Vote as I was talking about it, in terms of logic, right.
Here you have the informed vote as I was I was I was talking about it, and as you
can see you've got the directed FOR and AGAINST which is obvious but because the
open Chair votes were decided essentially prior to the AGM, I've
classified those as a directed vote as well and I think that in some ways
that's how the board perceived it, because they're saying that they
declared what they were going to do in advance so anyone who gave them an
undirected proxy was essentially saying to do as you indicated that you want to do.
The other thing that I would say is that the informed member vote there you can
see very clearly that the dissection and as it is the formula that I've come up
with described it is the informed other open proxies plus informed AGM attendees
less those that ABSTAINED because they don't form part of the vote and that's
why you can see that that 1,066 is reconciled there [for Resolution 1] it is that's there now
if you go to the the documents that I've created I've got this support and you
can actually see so all in all, I think that this is a pretty good guide as to
what we're dealing with and hopefully this you found is helpful, if you have,
reach out and connect with me on LinkedIn and I'm more than happy to have
people contribute their feedback and we can take this next level
so that this next phase can be done now I understand that the New South Wales
divisional council has organised some more members forums, so look out for that
correspondence and I suspect that they'll be following suit possibly in
other ones [states] if those are proved to be a success but in the meantime my name is
Will Camphin and I thank you for your attention and I hope you found this
helpful
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