MELBOURNE - MEMBER CONSULTATION FORUM 5 March 2018 Summary

Overview of Session CPA Australia office 28 Freshwater Place, Southbank, Melbourne 6.00pm Board members: Peter Wilson, Merran Kelsall & Robyn Erskine Registered: 119 Attended: 54 Divisional Council: Opened by: Clare Lezaja Topics Discussed Process to appoint the board, with a focus on alternative models for direct election Communication between members, the Divisional Council, and the Board Constitutional changes that will be proposed at the 2018 AGM CPA Australia Advice, and the upcoming review Termination payment made to the former CEO Independent review panel Director remuneration

Summary of discussion CPA members asked 35 questions directly of the three Board members in attendance, Peter Wilson, Merran Kelsall and Robyn Erskine. Members also addressed each others’ concerns and questions. The discussion focussed on process to appoint the Board. Different models of board appointment were discussed, including the proposed Appointments Council and Nominations Committee, and alternative models for direct election. Many of the members who asked questions expressed a strong preference for some form of direct election, while others discussed the risks with this approach. The process for the appointment of the current board was explained by a member that sat on the Representative Council who emphasised the rigour of the process. Peter, Merran and Robyn understood that the main concerns of members in attendance were: The model for Board appointments, with many members that asked questions supporting various alternative models for direct election Transparency between CPA Australia and members. This includes thorough and frequent communications, transparent processes and publication of relevant financial information The relationship between the Board and Divisional Councils, and ensuring that there is direct communication between the two. Members of the Victoria Divisional Council spoke of the improvements since the new Board has been in place. The discussion also covered: CPA Advice – the upcoming review of CPA Advice, with a member requesting the business case be distributed Termination payment to the former CEO – the legal advice that has been taken, and the fact there is no basis for legal action CPA Australia Brand - Damage to the CPA Australia brand as a result of the events of 2017, and how this can be repaired, and the timeframe for repair Required changes to the constitution – ensuring the proposed changes minimise the risk of the events of 2017 being repeated Director remuneration – the change in the process for benchmarking Director remuneration Independent review panel – a few members feel that the Independent review panel is not perceived as being independent

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