Officer and organisation disclosures

Registered organisations and their officers must disclose certain information about payments and personal interests to members. Reporting this information is essential to the good governance of organisations. Disclosures also help registered organisations identify and manage any conflicts of interest.

In this module, you’ll learn about the disclosure requirements for both registered organisations and office-holders and how to comply with them.

		Good governance in registered organisations Office-holders in registered organisations are trusted by members to make decisions that are in the best interests of members and the organisation. To support transparency, office-holders must recognise when conflicts of interest arise and certain officers must disclose information to their organisation about material personal interests. Reporting full and frank disclosures in a timely manner promotes accountability and leads to better decision-making. Another purpose of the regulatory framework is to encourage members to participate in their organisation. Registered organisations can promote participation by sharing information about their activities and governance with members.
		Disclosures required by officers The disclosure requirements of an office-holder will depend on their duties, including whether they have financial management duties. The disclosure requirements of all office-holders All office-holders must disclose to their registered organisation or branch, remuneration they have received in connection with their role: because they are a member of a board by a related party of the organisation or branch. The disclosure requirements of office-holders with financial management duties Office-holders with financial management duties have additional disclosure requirements. They must disclose to the committee of management details of any material personal interests relating to the affairs of the organisation or branch. These extra requirements apply to officers such as the Secretary, the committee of management members and other officers who are responsible for: authorising payments approving the financial reports other tasks relating to the financial management of the organisation or branch. The rules of a registered organisation or branch can help to determine whether an office-holder has financial management duties. You should also refer to the internal policies and procedures of your organisation. Office-holders must disclose remuneration and any new material personal interests in writing to the organisation or branch committee of management as quickly as possible. Alternatively, a standing notice can be made. Read the fact sheet about the disclosures required under the Fair Work (Registered Organisations) Act 2009 (the RO Act).
		The officer and related party disclosure statement Every registered organisation and branch must lodge an officer and related party (ORP) disclosure statement within 6 months of the end of the organisation or branch’s financial year. A copy must also be provided to members. The ORP statement reports the following information about the organisation or branch: the identity of officer-holders who are ranked no lower than fifth by relevant remuneration the amount of remuneration paid to the top five ranked office-holders the value and type of non-cash benefits received by the top five ranked office-holders some payments made by the organisation or branch to related parties payments made by the organisation or branch to declared persons or bodies. Even if there are no disclosures, organisations and branches are still required to lodge an ORP statement and make it clear in the statement that there are no disclosures. Complete the e-learning module for practical guidance and examples of ORP statement disclosures. Most organisations and branches use the ORP statement template and have reported that it helps with compliance. Listen to the panel discussion for tips on preparing a compliant ORP statement. ORP statements are lodged by email at regorgs@fwc.gov.au. You can also send your questions about disclosure obligations to this address.
		Related parties Organisations and their branches are required to disclose related party payments in the ORP statement, unless they are exempt from disclosure. Officers must also inform their organisations about any related party payments, if the payments are in connection with their duties as an officer. The definition of a related party is set out in section 9B of the RO Act External link (opens in new window). Related parties that are commonly disclosed include officers of the organisation, their spouses, certain relatives and entities they own. Related party transactions are also disclosed in the financial report. The meaning of a related party under the RO Act is different to the definition under the Australian Accounting Standards, which applies for financial reporting (see Module 4: Financial reporting).
		Conflicts of interest Conflicts of interest can undermine an officer’s responsibility to act in the best interests of the registered organisation and its members. A conflict of interest may involve: an officer’s direct personal interest (such as where the officer may personally benefit from a decision that is made) an interest belonging to an officer’s relative or friend an interest belonging to another organisation that the officer is involved in. A conflict of interest can also be a matter of perception. Officers should consider how a situation or decision may be perceived by members, and act appropriately. Conflicts of interests must be carefully managed through disclosure procedures and other governance controls. The duties of officers under the RO Act are also designed to help organisations manage conflicts of interest (refer to module 7 about officers’ duties). An officer with financial management duties that has a material personal interest must not be present during deliberations or take part in decisions that are impacted, or are potentially impacted by the interest, if the interest: relates to the affairs of the registered organisation or branch is required to be disclosed (including, as best practice, interests which have already been notified in a standing disclosure). An officer with a conflict of interest can be involved in decision-making in limited circumstances following a resolution by the committee of management. Listen to our podcast for ideas about how organisations can manage conflicts of interest.
		Your turn! Practice what you’ve learnt Question 1: Super Sarah Scenario Sarah is the Assistant Secretary of a union and she has been nominated to a superannuation board by her organisation. She will be paid a monthly board fee of $1000. Question: What are Sarah’s disclosure obligations? Sarah must promptly provide a disclosure about the money she is paid. As the money is to be paid on a regular basis, Sarah can provide a standing disclosure explaining the nature of the interest so the committee can understand the benefits Sarah will receive. If her monthly board fee increases, Sarah must update the standing disclosure. She’ll also need to notify the committee of management at the end of the financial year if the total amount paid to her by the superannuation board was more, or less, than the total she had disclosed it would pay. Alternatively, Sarah could advise her interest at a committee of management meeting as soon as practicable after receiving the remuneration. This option suits where remuneration is in the form of a single payment. Question 2: Mark’s money Scenario Mark is the Secretary of a registered organisation and is its highest paid office-holder. Mark’s sister Juliet runs a law firm which specialises in industrial law. Juliet invites Mark to speak about his organisation at a conference where Mark is paid a fee and provided with a travel allowance. Question: What is Mark and the registered organisation required to disclose? The law firm is a related party of the registered organisation. Therefore, Mark must disclose to the organisation the fee he has received for travelling to and speaking at the conference. The registered organisation will need to include the disclosed amount as part of Mark’s relevant remuneration on its ORP statement. Question 3: Honest hiring Scenario Vijay is the President of an employer association that is considering the appointment of a new HR manager. One of the candidates for the job is Vijay’s cousin, Ryan. Vijay believes Ryan is the most superior candidate because he has university qualifications and relevant experience in a similar role. Question: What is Vijay required to do? Vijay’s relationship with Ryan might affect his vote on the appointment of a new HR manager. Therefore, Vijay must disclose the relationship to the committee of management as a material personal interest. As this may also be a conflict of interest, Vijay may be required to leave the room while the committee of management votes on who to hire. As a matter of best practice and perception, it would be appropriate for Vijay not to participate in the hiring decision making.