Questions have been raised about the undisclosed commercial relationships of two of the five board members of the Jewelers Association of Australia (JAA).
JAA held its Annual General Meeting on November 21st. Cameron Marks of Percy Marks and Jo Tory of Najo were both reelected unopposed, with Marks serving as treasurer.
The association was unable to confirm a sixth director following the resignation of president Karen Denaro in October.
The remaining members are Joshua Sharp, president of Ian Sharp Jewelery, Ronnie Bauer, vice president of Klepner’s, and Meredith Doig, a “professional corporate director and governance consultant,” who joined the board in August.
The Articles of Incorporation of the JAA require that there be no less than 5 and no more than 6 Directors and one of the titles must be “Co-Director”. This is typically someone with expertise or an outside perspective on the industry. This outside perspective helps guide the deliberations.
Following the recent board infighting that led to Denaro’s resignation as president, jeweler I contacted Doig and clarified the status of the appointment.
“I was contacted because there was a vacancy on the board. Did.
“I come from outside the industry, just someone with a certain set of skills. [JAA] I was looking for “
You have to be careful not to make that director “independent” because someone is “out of industry”.
An independent director is defined as someone who is not a staff member or management member. Such directors should not have business or other relationships that reasonably materially interfere with, or could be perceived to interfere with, the independent exercise of their judgment.
Questions raised
In a further correspondence on November 20, Doig stated that her position on the board was unpaid and voluntary, notably that it was JAA Vice President Ronnie Bauer who approached her to join the board. I confirmed that there was
“We’ve been friends since 2016,” said Doig.
It soon became clear that Doig had not gone far enough with his description of the ‘relationship’. I am drawing.
jeweler Seeking further clarification, Doig was asked if her friendship extends to other areas, including professional and/or business.
Doig was also asked if he currently represents or works for any of Bauer’s private companies, including formal positions such as company secretary.
It was only then (November 24) that Doig admitted to a further “deal” with Bauer.
Klepner’s is a Bauer operated luxury antique jewelery business based in Melbourne’s Little Collins Street.
Doig was then asked if Kleppner’s was the only Bauer company for which she was the company secretary. She replied within an hour of hers, “I’m sorry, but I think that’s enough.”
land of smiles
ASIC records do not list Doig as company secretary for Kelpner’s, but they do record him as company secretary for another entity, Land of Smiles Pty Ltd, of which Bauer is a director.
Since August 2016, he has been the company secretary of Land of Smiles.
As a result of Doig’s termination of communication, she was informed that further clarification on transparency and governance issues was sought by JAA Chairman Sharp.
“It may have been appropriate for you to advise us on our continued commercial relationship with him. [Bauer] Not just “friends” and/or his private company.
Sharp, the newly appointed president, was then asked:
- Is Kleppner’s the only private company/company of Ronnie Bowers with Meredith Doig as company secretary?
- Was this information communicated to other JAA board members prior to her appointment?
- Was this information declared and recorded after she was appointed to the board?
On November 25, Sharp replied, “Yes, yes, yes.”
Given that Doig hadn’t advised him to be the company secretary for Bauer’s Land of Smiles, Sharp was invited to clear up the confusion.
On November 28, he replied, “I’m sorry, but I think that’s enough.”
Sharp explained that the two-stage nature of Doig and Bauer’s relationship was declared and recorded in the board’s minutes, but the JAA’s Sept. 1, 2022 media release announcing her appointment stated that members and This potential conflict of interest is not mentioned.
In addition, Doig’s biography on the JAA website also documents extensive details about her career as a consultant dealing with organizational effectiveness, and as a board member of various for-profit and non-profit organizations. No mention is made of these relationships. and the University Council.
Doig’s biography also mentions that she was a Fellow of the Australian Institute of Corporate Directors (AICD) and taught its flagship Corporate Directors course for five years.
conflict of interest
jeweler I have contacted the AICD regarding this matter.
Media manager Jane Braslin confirmed that “the obligation to avoid conflicts of interest stems from both general law and statutory provisions found in the Companies Act 2001 requiring directors to avoid conflicts of interest”. .
Braslin also explained that the AICD “cannot comment on or provide governance on individual issues,” but could direct researchers to articles titled .Conflict of Interest Management‘.
“At its simplest, a conflict of interest arises when a person is in a position to be influenced, or appear to be influenced, by private or other interests while at work.” “But it’s not always about pocket linings.”
“The first step for an organization to demonstrate best practices in defending against conflicts of interest is to develop and publish a conflict of interest policy. Compliance with the policy is audited at all levels within the organization. It should give greater weight to sampling rates at higher levels within an organization.”
expert opinion
jeweler To gain insight into the importance of declaring conflicts of interest, we reached out to Julie Garland McClellan, a seasoned director and international expert on corporate governance.
McClellan explained that it is not uncommon for board positions to be filled by personal friendships.
“This is how most people find themselves on a particular board. When a board needs a vacancy, people’s minds naturally think of someone they know. It’s human.” It’s the nature of the film, and directors tend to run in herds,” McClellan explained.
“Company law recognizes conflicts of interest as involving bonds of affection and loyalty. Therefore, if two directors are friends, everyone on the board should be aware of the existing relationship and should We encourage you to disclose it as soon as you join.”
McLellan revealed that when a position involves a company secretary, things can quickly get complicated.
“A corporate secretary is a very interesting and inherently legally indefensible position because you are responsible for everything,” she said.
“One of the key issues is that directors are accustomed to accepting the advice of the company secretary, because if they are in the habit of following this person’s advice, that is the role they play in the company. [private] company, and now they are your [association] In the case of a board of directors, you may find yourself naturally acting on their advice in such situations because you already trust their judgment.
“Each director must make a decision on each vote, based on their own perspective and independent evaluation, on the factors in their respective decisions. If you vote according to or simply follow the instructions of another person, you have a voting block and some directors have no idea.”
Editor’s Note
There is no allegation that anything bad happened in connection with the appointment of this board.
However, based on Doig’s self-promoted level of governance and ethics expertise, she has been reluctant or slow to transparently admit that she serves as company secretary for the JAA’s vice president’s private business. I was confused.
Additionally, Doig’s previous statements cast doubt on her claims that she is an “outside of the industry” given that she has represented jewelry store Kleppner’s since 2016.
Similar concerns have been raised about the JAA’s failure to publicly admit that two out of five current board members, or 40% of the board, have private and commercial ties until questioned. exists.
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