Letter to the Editor – published in April AR magazine

Dear Peter,

As many members will already be aware, I resigned as Treasurer of the Wireless Institute of Australia on 23rd February 2016, after a short six week tenure.  During this time I identified major areas of concern and presented the board with a path to fix these problems.

The Board ignored my advice and, as such, I was unable to perform my responsibilities in the best interests of the Institute or its members.  I have ethical and professional concerns about how our Institute and its finances are being managed.   Members should rightly be concerned about the state of the WIA, and should be asking questions.   I am not suggesting any fraudulent or criminal activity, but members should be concerned about good business practice and independent, impartial decision making.

I am bound to a level of confidentiality by the Corporations Act.  So to those people who have contacted me asking for details, I thank you for your interest (and support) and I apologise for not being able to share specific details.  It is the Board’s decision as to what information they share (or don’t share) between themselves and with the broader membership base.

The WIA is a Public Company limited by guarantee.  The Board is voted in by us, the members, and they have an obligation and responsibility to operate in accordance with the Constitution and the Corporations Act.  They are also expected to make good business decisions and operate with sound business practices.

Board members need specific skills as well as a broad understanding of the regulations and industry in which they operate.  Being a keen hobbyist is not enough.  Running your own private business is also a different matter – it’s your business, your money and your decisions.  Sure, there are rules you need to abide by: Tax, Employment, Corporations, OH&S etc, but it’s still different to a Public Company.  There are clearly some similarities and overlaps that can make a business owner a good Board member.  But there are other critical skills.  One is a strong appreciation of governance and what this means in a practical sense.

Governance is the process of decision making and the process by which decisions are (or aren’t) implemented.   I refer to an article which in part, describes good governance in a Public Company environment.

“It is about considering the interests of the organisation and members before any personal interest.  Putting the interests of the organisation ahead of your own shouldn’t be that complicated.  Many people cannot see that their well-intentioned involvement puts their interests ahead of the organisations…..  Where a Board member has a direct financial relationship to the organisation, the other Board members should seek competing bids and document that the provider with the conflict is the best provider for the organisation, or ask the person to step off the Board.  This is not “firing” a Board member and should not imply any disgrace whatsoever.  It just means that sometimes the best way to serve the organisation you care about is not to be on the Board”

(financearts.com)

Given the recent resignations of 2 Treasurers (and one assistant Treasurer) and at least one Board member due to what is clearly a genuine concern over the operation of the Board and management of the National Office, I ask that the Board provide members with answers to the following:

  1. Has Risk Management been considered and implemented; it needs to cover key areas such as: financial, operational, strategic and regulatory management. After 5 months in office, should the paid Acting Executive Manager (and Director) have addressed the following and advised the Board:
    1. Are the skills required for each portfolio within the WIA’s business properly understood and resourced?
    2. Are all business critical systems and processes properly documented?
    3. Are there succession plans? What happens if a key person resigns or becomes unable to perform their role?  Think of areas like Financial Management, Web site Management, Management of the ACMA Contract Services (Exam Services and Callsign Recommendations).
    4. Is the WIA using appropriate technologies and processes to enable efficient and effective information sharing, service delivery and record keeping?
    5. System passwords are taped to computer monitors in an open office environment. Volunteers, contractors and staff can easily see these notes.  Has the National Office implemented a policy for security and user access to IT resources and online banking?  Are user logons shared?  Have documented security policies been communicated to volunteers and staff?
  2. Another very topical example as I write this letter: Why is it that 4 days after resigning I still have access to the Institute’s accounting system (MYOB) and online banking.  Why am I still receiving confidential reports from the Institutes business systems?   Should the Board be concerned that the National Office does not have knowledge or control over such important aspects of the business?
  3. Proper consideration to conflict of interest is given whenever a decision is made that has the perception of a conflict of interest. The most recent examples being the appointment of a Board member to the temporary role of Executive Manager at the National Office and the other being the rental of floor space for vehicle storage to another Director.  Can the Board illustrate to members that any possible conflict of interest was discussed and documented, and an appropriate strategy was adopted?  Has either of these arrangements been subjected to any competing bids and/or market assessment or skills assessment?
  4. Has the Board undertaken a proper and critical review of the operation of the National Office and the change process that has recently been implemented, given that these activities were performed by a Director being paid for the services?
  5. There have been claims that many processes and decisions are not transparent or readily available for review. Can the Board show members that it has investigated these claims and taken appropriate actions, if required?
  6. Has the Board assessed its own culture and conduct given the recent resignations/departures of Board members, staff and volunteers?
  7. Can the Board explain to members why its needs to spend a considerable sum of members’ money on external consultants, accountants, auditors and travel, when for years the Institute has been able to rely on the efforts of volunteers to manage its accounts and financial affairs?
  8. Has the Board considered Corporate Governance training for existing and new Board members?

I am a staunch supporter of the WIA and believe we need a strong Institute to represent us and our hobby.  It is the responsibility of the Board and its members to ensure those obligations are executed with professionalism, transparency and competence.  I welcome answers that put these matters to rest.

Sincerely,

 

Chris Chapman

WIA Member