APPROVAL OF AMENDMENTS TO THE BY-LAWS OF CHARTERED ACCOUNTANTS AUSTRALIA AND NEW ZEALAND
Chartered Accountants Australia and New Zealand (CA ANZ) sought approval to amend its By-Laws with the amendments approved by the Governor-General on 30 March 2022.
The proposed amendments to the By-Laws were approved by resolutions passed by Member vote in an electronic ballot of Members conducted in accordance with the Supplemental Royal Charter (Charter) and By-Laws in October 2021.
Article 21 of the Charter provides that subject to the provisions of Article 22, CA ANZ may from time to time, by resolution approved by a ballot conducted in accordance with the By-Laws, make such By-Laws for the better execution of the Charter, the furtherance of the objects of CA ANZ and generally for regulating the affairs of CA ANZ as CA ANZ sees fit, and may from time to time rescind, vary or add to any By-Laws and make others in their stead, but so that the By-Laws for the time being be not in any respect repugnant to the laws of the Commonwealth of Australia or any of the States or Territories comprised in the said Commonwealth, the laws of New Zealand or of any territory or dependency in respect of which the Parliament of New Zealand may make laws, or inconsistent with the expressed provisions of the Charter.
Article 22 of the Charter provides that no By-Law or any rescission or variation thereof or addition thereto shall come into operation until the same shall have been submitted to and approved by Our Governor General in and over the Commonwealth of Australia or the person for the time being administering the Government of the Commonwealth of Australia.
Article 23 of the Charter provides that the Board of CA ANZ shall cause all such By-Laws, when approved, to be printed and published together with the formal approval of Our Governor-General in the Official Gazette of the Commonwealth of Australia.
The proposed amendments were categorised into three topics and are summarised below as follows:
Amendments that would modernise member participation
These changes sought to contemporise the By-Laws, bringing them into line with best practice and allowing CA ANZ to engage more easily with members. They included clarifying the ability to hold AGMs in a digital format, allowing electronic voting contemporaneously during a members’ meeting and including comprehensive proxy provisions so that members who cannot attend an AGM are able to give a proxy with their vote.
Amendments to facilitate succession planning at CA ANZ Council and Nominations and Governance Committee
These changes included:
(a) a change to the maximum tenure provisions for CA ANZ Councillors who are appointed to the role of Vice President or President from 6 years to 9 years. This means that a CA ANZ Councillor may stay on the CA ANZ Council for an additional 3 years but only in the capacity of Vice President or President. This would provide potential Office Bearers with the opportunity to build their tenure on CA ANZ Council before taking a leadership role and should broaden the pool of candidates that are eligible for appointment as Office Bearers.
(b) changing the eligibility and tenure for the independent members on the Nominations and Governance Committee. The amendments would adopt the concept of independence set out in the ASX Corporate Governance Principles and Recommendations issued by the ASX Corporate Governance Council (of which CA ANZ is a founding member) to align CA ANZ with best practice. The second change was to increase the maximum tenure provisions for members of the Nominations and Governance Committee from 6 years to 9 years, to provide for a longer corporate memory and continuity of tenure on the Nominations and Governance Committee. This should help to ensure that the Board appointment process remains robust and thorough.
Amendments to modernise some internal CA ANZ practices
These amendments sought to reflect contemporary practice in respect of the ability to hold and call meetings via the use of technology, as well as changes to clarify certain sections of the By-Laws. This was to allow the organisation to function more efficiently and align certain internal processes to reflect the fact that the role of the Chair and the President are now held by two different individuals.
The full version of the new By-Laws is available on the CA ANZ website.
Overview
The Chartered Accountants Australia and New Zealand (CA ANZ) By-Laws Amendments, approved by the Governor-General on 30 March 2022, address the need to modernise and enhance the operational efficiency and governance practices of CA ANZ. This Act, which is an approval of amendments to the existing By-Laws of CA ANZ, aims to better align the organisation’s internal procedures with current best practices and technological advancements. The amendments were approved by a Member vote in an electronic ballot conducted in October 2021, in accordance with the Supplemental Royal Charter and By-Laws, and required the formal approval of the Governor-General to come into effect. The key objective of these amendments is to facilitate smoother member participation, streamline succession planning for leadership roles, and modernise internal practices, ensuring CA ANZ remains effective and responsive to contemporary needs.
Scope and Application
The Act pertains to the approval of amendments to the By-Laws of Chartered Accountants Australia and New Zealand (CA ANZ), with the legislative approval granted by the Governor-General on 30 March 2022. These amendments were passed by the Members of CA ANZ in an electronic ballot in October 2021, in line with the Supplemental Royal Charter and existing By-Laws. The Act applies to CA ANZ and its Members, specifically governing the internal regulatory framework and operational procedures of the organisation. The amendments aim to modernise member participation, facilitate succession planning within the CA ANZ Council and the Nominations and Governance Committee, and update certain internal practices to reflect contemporary methods and best practices. Geographically, the Act applies within the Commonwealth of Australia and New Zealand, ensuring that the By-Laws remain compliant with local laws and regulatory standards in both countries. The amendments are not inconsistent with the provisions of the Charter or the expressed provisions of the Supplemental Royal Charter and must be formally approved by the Governor-General before coming into effect. Subordinate instruments may extend or further specify the application of these By-Laws.
Key Provisions
The Gazetted document C2022G00302 pertains to the approval of amendments to the By-Laws of Chartered Accountants Australia and New Zealand (CA ANZ) by the Governor-General on 30 March 2022. The amendments, which were passed by Member vote in October 2021, focus on modernising member participation, facilitating succession planning at CA ANZ Council and the Nominations and Governance Committee, and updating internal CA ANZ practices. Specifically, Article 21 of the Supplemental Royal Charter (Charter) allows CA ANZ to make By-Laws for better execution of the Charter and furtherance of its objects, subject to approval by the Governor-General and compliance with relevant laws. Article 22 mandates that By-Laws must receive formal approval from the Governor-General before coming into operation, while Article 23 requires the approved By-Laws to be published in the Official Gazette of the Commonwealth of Australia.
These amendments impose certain obligations on CA ANZ. Firstly, they require CA ANZ to hold its Annual General Meetings (AGMs) in digital formats and to allow electronic voting during members’ meetings. The new By-Laws also include comprehensive proxy provisions to enable members who cannot attend an AGM to give a proxy with their vote. Secondly, the amendments establish new tenure provisions for CA ANZ Councillors who are appointed to the roles of Vice President or President, allowing them to serve for up to 9 years. This change aims to provide potential Office Bearers with the opportunity to build their tenure on the CA ANZ Council before taking a leadership role. Thirdly, the amendments modify the eligibility and tenure for independent members on the Nominations and Governance Committee, adopting the concept of independence set out in the ASX Corporate Governance Principles and Recommendations. This change aims to align CA ANZ with best practice and ensure a longer corporate memory and continuity of tenure on the Nominations and Governance Committee.
The Gazetted document C2022G00302 does not explicitly state any offences, penalties, or consequences for breach of the By-Laws. However, it is reasonable to assume that any failure to comply with the approved By-Laws or the requirements of the Charter may result in disciplinary action or legal consequences under the relevant laws and regulations. The maximum penalties for such breaches would depend on the specific nature and severity of the breach, as well as the applicable laws and regulations. It is important to note that the By-Laws and the Charter are subject to review and amendment from time to time to ensure their continued relevance and effectiveness in achieving the objects of CA ANZ.