Despite the Jewellers Association of Australia (JAA) announcing a significant change to its structure and how the board makes decisions and consults members, it may have violated Australian Charities and Not-for-profits Commission (ACNC) regulatory reporting requirements.
Jeweller became aware of a possible regulatory blunder involving the JAA during the research phase of the State of the Industry Report.
On 24 January 2023, the JAA issued a media release advising that the special resolution allowed it to change the composition of the Board and the election and appointment of Directors.
More than 12 months after its Annual General Meeting in November last year, where a special resolution to amend the JAA Constitution was passed, the ACNC still records the 2018 Constitution, putting the association at risk of incurring penalties.
Jeweller contacted the ACNC regarding this matter, and while a spokesperson could not address the JAA specifically, they did detail the regulatory requirements charities must adhere to regarding governing documents.
“Speaking generally, all registered charities have a duty to notify the ACNC of certain changes in their circumstances. We provide guidance for charities about obligations to notify the ACNC of changes,” the spokesperson said.
“It states that charities should notify the ACNC of changes as soon as they reasonably can after they become aware of the change to their details, but no later than 60 days for small charities.”
The spokesperson continued: “To notify changes, charities submit updates via the Charity Portal. These changes flow through to the Register immediately. The ACNC can apply administrative penalties if a charity makes false or misleading statements or fails to lodge documents on time.”
In September of last year, the JAA announced the appointment of Meredith Doig – a ‘professional company director and governance consultant’ – to the board.
Corporate governance encompasses the system by which an organisation is controlled and operated and the mechanisms by which it and its people are held to account, especially surrounding government regulations.
Governance consultants assist boards and leadership teams in performing optimally, achieving compliance and delivering best practice board and organisational governance.
On 15 December, Jeweller contacted Doig and the JAA seeking information about the possible regulatory failure, given that the JAA must advise the not-for-profit authority about constitutional changes within 60 days.
When Doig was appointed to the JAA, she told Jeweller: “I was approached because there was a vacancy on the board. Somebody who has expertise in board governance is what they were looking for, and that’s why they approached me.
“I’m merely someone who is from outside of the industry and who has the particular set of skills they [JAA] were looking for.”
At the time of Doig’s appointment, questions were raised about an undisclosed commercial relationship between her and JAA vice president Ronnie Bauer.
Jeweller sought clarification from Doig regarding this latest governance issue via email. Having not received a response within 72 hours, the JAA was contacted via telephone on 19 December.
Operations manager Megan Young advised that Doig is currently overseas and that there would be a delay in receiving a response.
The JAA is no stranger to reporting mishaps. In 2017, the association published its annual financial statement, and despite being approved by the board, the financial report contained various errors, including five different trading results (losses) ranging from -$131,819 to -$140,014.
The JAA appeared to attribute the blame to “typographical errors” caused by the auditor, notwithstanding the fact the statements did not contain an official auditor’s report nor an independent review, as was required by law.
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