Date posted: 31/10/2024

Member Vote 2024

Update: Members have voted in favour of all resolutions in the 2024 Member Vote.

Member Vote 2024 outcome – 31 October 2024 

From 1 October 2024 until 5pm AEDT time Friday, 25 October, CA ANZ members were invited to vote on six resolutions.

Five of these resolutions related to ancillary refinements to our By Laws and the NZICA Rules, as we continue to implement the recommendations of the 2022 Professional Conduct Framework Review.

There were also two related resolutions (Resolutions 4(a) and 4(b)) recommended by the CA ANZ council, relating to the total remuneration pool set aside for directors*.

As outlined in our By Laws, a simple majority is required for each resolution to be approved.

Voting closed at 5pm AEDT time Friday, 25 October, with 5,394 valid voting returns received.

The votes were examined by an independent scrutineer from electionz.com and the results are now available below:

No.

Resolution

Result

For (%)

Against (%)

1

By-Laws – Further Refining and Alignment of the Conduct Rules and Clarificatory Amendments  

PASS

90.57

9.43

2

New By-Law – Provision of Approved Minutes of General Meetings to Members  

PASS

94.86

5.14

3

By-Laws - Ancillary Consequential Amendments to By-Laws

PASS

89.48

10.52

4(a)*

Directors’ Remuneration Pool – Increase for Financial Year to 30 June 2025

PASS

55.25

44.75

4(b)*

Directors’ Remuneration Pool – Annual CPI Increase for Financial Years 1 July 2025 to 30 June 2030

PASS

52.39

47.61

5

NZICA Rules – Further Refining and Alignment of Rule 13 and Other Clarificatory Amendments

PASS

93.03

6.97

6

NZICA Rules - Ancillary Consequential Amendments to NZICA Rules

PASS

92.29

7.71

*CA ANZ directors were excluded from voting on Resolutions 4(a) and 4(b)

Member Vote 2024 - 1 October 2024

In 2023, our Members voted in favour of important changes to the CA ANZ By-Laws and the New Zealand Institute of Chartered Accountants (NZICA) Rules, enabling recommendations from the Professional Conduct Framework Review (Review) (completed in mid-2023) to be implemented.

In addition to efficiency enhancements and providing additional procedural fairness protections for Members, the changes further strengthened CA ANZ and NZICA’s conduct and discipline rules, giving additional investigation powers to the independent Professional Conduct Committee and providing for additional sanctions, including higher fines, to address firm events and other breaches of the By-Laws, NZICA Rules, the Code of Ethics or applicable standards.

Further refinements to the By-Laws and NZICA rules have been identified this year, as we continue to implement the recommendations from the Review.

As a result, the CA ANZ Board and NZICA Regulatory Board are seeking your support for further clarificatory and alignment amendments to the By-Laws and NZICA Rules through a member vote in 2024 by electronic and postal ballot.

At the same time, Members will also be asked to consider two resolutions recommended by the CA ANZ Council (with the President and Vice Presidents abstaining):

  • the first, to increase the aggregate annual remuneration pool set aside for CA ANZ directors, the President and Vice Presidents by A$50,000 (5.3%) in the current financial year. If approved, this will be the first increase to the pool in five years.
  • the second, to approve incremental capped (at 4% per annum) annual CPI increases to the pool each year from 1 July 2025 to 30 June 2030.

The vote will open on 1 October 2024 and close at 5.00pm AEDT on 25 October 2024 - the date of CA ANZ’s 2024 Annual General Meeting (AGM).

The proposed resolutions seek Member approval of:

  • amendments to the By-Laws and NZICA Rules to further align the conduct and discipline rules and make clarificatory and typographical amendments, including clarifications to the definitions of ‘Serious Criminal Offence’ and ‘Final Decision’, correction of typographical and grammatical errors, removal of duplication and updates to cross-referencing of provisions (Resolutions 1 and 5).
  • a new By-Law to clarify that approved minutes of general meetings may be provided to Members on request unless a valid exception applies (Resolution 2).
  • authorisation for the Board (and for the NZICA Regulatory Board in relation to the NZICA Rules) to approve minor consequential amendments to the By-Laws and NZICA Rules. This will be restricted to changes to capitalisation and cross-referencing corrections, renumbering and reformatting of provisions and the table of contents, and correction of any additional typographical errors identified prior to submission of the By-Laws to the Australian Governor-General for approval, and countersigning of the NZICA Rules by the Chair of the CA ANZ Board (Resolutions 3 and 6).
  • a proposal by the CA ANZ Council (with the President and Vice Presidents abstaining) to increase the aggregate annual remuneration pool set aside for CA ANZ directors, the President and Vice Presidents by A$50,000, from A$950,000 to A$1 million, for the year ending 30 June 2025 - the first increase in five years. There is also a second proposal for an incremental annual CPI increase (to a maximum of 4% per annum) to the pool for each year from 1 July 2025 to 30 June 2030, to facilitate the potential appointment of additional directors for Board renewal purposes and to provide for future market adjustments, where considered appropriate by the Council (Resolutions 4(a) and 4(b)).

Further details regarding the resolutions and the proposed amendments to the By-Laws and the NZICA Rules are set out in the Explanatory Memorandum included with the Notice of Member Vote, which can be downloaded below.

A marked-up copy of the proposed changes to the By-Laws referred to in connection with Resolution 1 can be downloaded here.

A marked-up copy of the proposed changes to the NZICA Rules referred to in connection with Resolution 5 can be downloaded here.

Annual Report 2024

Our latest Annual Report outlines the value we’ve delivered to our Members in the 12 months to 30 June 2024.

Find out more