2018 AGM - Minutes

Tuesday, January 15, 2019 - 12:49 PM

 

 

Minutes of the the 133rd  Annual General Meeting (AGM)

Held at the West Perth Club Rooms, 25 Kennedya Drive, Joondalup

Wednesday 12 December 2018.

The President, Dr Neale Fong welcomed all present and declared the meeting open at 7.00pm, noting the attendance list and apologies received.

  1. ATTENDANCE

Life Members: Stan Broom, Andrew Clarke, Dennis Cometti, Bart DeVita, Paul Hasler, Lew Hasler, Clayton Lasscock, Ernie Myers, Terry O’Neill, Brett Raponi, John Sleight, Bill Spittles, Geoff Swan, Steve Trewhella, Mel Whinnen

Members:  Jacqui Alexandre, Andrew Anderton, Ernie Avery, Daniel Avery, John Broker, Dave Burton, Jim Caffieri, Sean Cowan, Peter Cutler, Owen Douglas, Russell Ellen, Gaye Elwell, Tony Fairhead, Mike Fielder, Neale Fong, Ray Garcia, Kathy Garcia, Bill Green, Terry Hardie, Val Hasler, Andrew Henryon, Kim Hunter, Rob Jackson, Ross Kelly, Darrell Kent, Steve Masnyk, John Milane, Sam Modica, Paul Murray, Brad Nice, Matt Perroni, Keith Plozza, Stephanie Power, Barry Scoffern, Bernadette Smith, Gerry Smith, Elizabeth Stenhouse, Gary Stinton, John Townsend, Vicki Turner, Doreen Turner, Peter Turner, Geoff Valentine, Graeme Woodford, Mike Wright, Peggy Wright, Margaret Young, Rhys Young, Greg Young

Guests:  Conley Manifis (William Buck Audit Firm)

APOLOGIES

Ron Biok, Fred Bloffwitch, Janet Bloffwitch, John Britten, Les Fong, Geoff Hendricks, Brent Howard, Gary O’Neill, Colin Rockman, Kathleen Thompsitt and Greg McConnaghy

 

  1. ACCEPTANCE OF 132nd ANNUAL GENERAL MEETING MINUTES

Dave Burton requested a change to the minutes. Under the CEO’s report the following item was listed:

  • The WPFC acknowledges the contribution of the Joondalup Women’s Football team who are now part of WP. They have presented a cheque of their outstanding funds to the WPFC. It was for $17000.

The minutes were changed to reflect the following:

  • The WPFC acknowledges the contribution of the Joondalup Women’s Football team who are now part of the WPFC. The remaining balance, being $17,000, from the Joondalup Women’s Football Club bank account was handed over to the West Perth Football Club, reflecting the JWFC’s transition into the WPFC.

The minutes were accepted after a show of hands.

 

  1. BUSINESS ARISING

There was no business arising.

  1. PRESIDENT’S WELCOME AND REPORT

The full President’s report is included in the Yearbook. The following points were made by the President:

  • NF explained that West Perth (WP) had gone into Voluntary Administration (VA) in July 2018 and that KordaMentha was appointed Administrator to oversee this process.
  • WP could have been wound up, but a Deed of Company Arrangement (DOCA) was put forward by the WAFC, which was agreed to by the Club’s creditors. The Club borrowed $250,000 from the WAFC that must be repaid over five years. The loan was to support the VA and DOCA.
  • Several creditors will lose money as the DOCA only allows four cents in the dollar payment.
  • NF explained that during Administration the WAFC recommended changes to the make-up of the Board which resulted in the following appointments:
    Neale Fong – President, Ross Kelly – Vice President, Scott Ballem, Jimmy Caffieri, Peter Cutler, Sam Modica and Paul Murray as Directors.
  • NF recognised the efforts of the previous Board, in particular Scott Ballem, noting the financial problems that necessitated the Voluntary Administration had accumulated over several years.
  • The new look Yearbook will be posted on the website for members to download. If a hard copy is required, members should contact the office and one will be posted.
  • NF stressed the importance of the Club remaining united in what is a difficult time. He stressed that the Club is still working through securing its long-term financial future.
  • NF acknowledged the efforts of CEO, Linda Hamersley, who has guided the Club through a very difficult period. Her efforts have been outstanding.
  • He also acknowledged the Football Department and the very good year resulting in playing in the Grand Final. Senior coach Bill Monaghan is to be complimented on his achievements this year and during his ten-year tenure. He is WP’s longest serving coach. Special mention was made of the volunteers and women players.
  • NF also welcomed the new Senior coach, Geoff Valentine, to the Club.
  • NF stressed that leadership comes from all levels of the Club and that we can all assist to help the Club go forward.
  • NF then opened the floor to questions and the following were asked and answered.

Kim Hunter asked what the Club is doing to ensure that this financial situation won’t occur again, what was being included in the new constitution and will members be informed of the outcomes?

The President replied that KordaMentha is a very reputable company that has overseen the VA and they reported no evidence at all of inappropriate financial behaviour. A constitutional review is occurring as a result of new State Government legislation. This new constitution will be put to members in the new year. However, constitutions are not the most effective way to ensure financial accountability. The President also explained that a new Finance Sub-committee has been formed that has five members, two of whom are independent of the WPFC, as well as a representative from the WAFC. This has increased the independence, level of reporting, and accountability in relation to the financial management of the Club.

Margaret Young asked how many staff are employed at the Club? Linda Hamersley replied that there were five fulltime, the Senior coach and one part time bookkeeper.

Rhys Young said he believed there was a need for closure and that it is not possible to go forward without understanding the past. He said that the lack of financial information was concerning.

Sam Modica explained that he had undertaken a financial review of 2012-17 and said there had been a lack of governance and that financial information presented to the Board was not as accurate as it should have been. The correct governance processes have subsequently been put into place. Linda Hamersley encouraged members to read the KordaMentha report that is on their website.

Gerry Smith asked that the KordaMentha report, or a link to it, be put on the WP website.  The President also added that the setting up of the new facility had taken considerable focus from the staff and Board and this added to the difficulties being experienced.

Andrew Henryon asked that complete transparency be given in relation to what members spend at the Arena under the agreement with VenuesWest (VW).  The President replied that this is a work in progress and it is being led by Ross Kelly. Andrew also mentioned the possibility of a name change. The President replied that for now the focus was just on WP consolidating its position.

NF then introduced the Director of Football, Peter Cutler, to speak to the meeting. PC made the following points:

  • A comprehensive review of the season has been included in the Yearbook. He said that the performance of the player group was outstanding. The leadership shown by Aaron Black, Luke Meadows and Blake Wilhelm was exceptional.
  • Functions around the program this year included Corey Green, the strength and conditioning coach; Blake Arnold, the reserves coach; Ryan Lasscock and Casey Haw with the Talent Program. All volunteers within the football program required a vote of thanks.
  • An update on recruitment of new players for 2019 was provided.
  • Congratulations to Laura Pugh, from the WP Women’s team, for being drafted to the Dockers.
  • PC also thanked those who have been involved in the production of the Heart Beat Newsletter that is very popular with members and supporters.
  • PC then welcomed the new Senior coach, Geoff Valentine, who then spoke to members.
  1. CEO’s REPORT (LINDA HAMERSLEY), INCLUDING FINANCE REPORT

2018 had been a very difficult year. Details of several contributing factors being provided in the CEO Report in the Yearbook. LH is hoping 2019 would be a lot smoother. A quick overview was provided, being:

  • Complete new staff structure with new staff for 2018 – no corporate knowledge retained.
  • The new facility was not fit for purpose and that it had taken six months for this to be rectified before the Function centre could be considered an option for external bookings.
  • 200 or more building defects to be resolved.
  • The financial position that was uncovered.
  • LH concluded her CEO Report by thanking members for their support through the year.

Finance

  • LH reported to the meeting that audited Financial statements could not be presented because the reconciliation that must be completed by KordaMentha has not been finalised. As there will be a large sum of money that must be transferred to KordaMentha, that is to account for transactions during the Administration period in 2018, this transaction must be made before the accounts can be concluded and a true position of the year-end result provided by the Auditors.
  • LH then advised that technically the audited financial statements must be presented to the Club within six-months of year end, which would be 31 April 2019. Today’s AGM would be adjourned at the conclusion of General Business and reconvened early in the first quarter of 2019, to present the audited financial statements.
  • LH explained that the $250,000 loan from the WAFC was utilised in the main for staff salaries, player payments and honorariums during the Administration period.
  • LH then opened the floor to questions and the following were asked and answered.

Gerry Smith asked what had caused the delay and could the meeting be given an estimate of the year-end result. Linda replied that Sam Modica, Mark Chadwick and herself will be meeting with KordaMentha next week. Sam Modica stated that it was prudent that the year-end result be accurate and did not believe the Club was able to provide this figure at this stage.

Brad Nice asked if any projected budget figures were available and if the WPFC had to provide a three-year projection during Administration. Linda advised the Club had not been required to present a three-year projection and that the budget for next year shows a small surplus result. LH noted the Club was far from financially secure. Revenue needs to be around $1.9 million. Previous budgets that included events such as the Player Auction and Gala Auction Dinner were used as the basis for the projected revenue.

Daniel Avery stated the past auditors must not have been very good not to pick up the problems and asked what is stopping this from happening again. LH replied that William Buck is a large firm and from the work they are currently carrying out with regard to the current audit, they are being very thorough.

Dave Burton asked if the delay in the release of the financials would threaten the financial sustainability of the Club. LH said this was not expected as it was simply a reporting matter.

Gaye Elwell asked what is going to be done differently to cater for the repayment figure for the $250,000 debt to the WAFC. The President explained the Club will have to go back to traditional means of funding for the short term. LH noted the VW and ATO debt in the past had been much higher than the WAFC repayment figure. Strategies to better engage with the community need to be developed in the future. NF then explained the plan is to develop a Future Fund that will safeguard against this event re-occurring. This fund would be overseen by trustees independent of the WPFC.

Sean Cowan asked what the position was in relation to sponsors for 2019. The President replied that Jim Caffieri was the Director responsible for this area and that he had so far secured $60,000 out of a budgeted figure of $120,000.

Matt Peroni asked if the Club owed any money for the $8 million new facility. The President explained that this was paid for by the State Government and the City of Joondalup.

Michael Wright asked if the meeting that must be re-convened by 30 April 2019 would be limited to those attending tonight’s AGM. The CEO explained this was not the case, members in attendance this evening would be recorded in the minutes and a new attendance list would be included in the reconvened meeting.

Rhys Young asked about the planning for the new facility and what input WP had in relation to having a cool room and full kitchen facilities. LH replied that this was handled by VW as part of the building project.

  1. APPOINTMENT OF THE AUDITOR FOR 2019

On recommendation from the Board, William Buck was appointed as the audit firm for the 2019 audit. Conley Manifis from William Buck was in attendance.

  1. LIFE MEMBERSHIP PRESENTATIONS

Under the constitution no players were eligible for Life Membership.

The constitution states that only two non-playing Life Members can be accepted each year. For the 2018 year there were two nominations recommended by the Board for non-playing Life Membership.

Steve Trewhella presented the case for Life Membership of Ray Garcia. The nomination was proposed by Steve Trewhella and seconded by Jason Salecic.

Ray Garcia addressed the meeting and accepted Life Membership and thanked Steve Trewhella for the nomination as well as the Board and Club.

Clayton Lasscock presented the case for Kim Rigoll. The nomination was proposed by Clayton Lasscock and seconded by Josh Pearce.

Kim Rigoll was not in attendance and asked Clayton to accept his Life Membership on his behalf and thanked the Club for the nomination. Clayton read from an email that Kim had provided.

Both nominations were accepted with all in favour.

  1. ELECTION OF OFFICE BEARERS

NF explained again the changes to the Board that occurred during the period of voluntary administration.

NF then went on to explain that all positions for the Board were eligible for election and that as only one nomination for the vacant President position and six nominations for the six vacant Club Director positions were received, the nominees were declared elected unopposed at the AGM.

Neale Fong         President

Jim Caffieri         Director

Peter Cutler        Director

Ross Kelly            Director

Sam Modica       Director

Paul Murray        Director

Brett Raponi       Director

  1. GENERAL BUSINESS

The following points were made, or questions raised from the floor:

Margaret Young asked about the specific roles of the Directors. The President explained the director portfolio details.

Terry Hardie encouraged everyone to become members and to encourage past members to rejoin the club. He also enquired about the number of security guards that are required at WP home games, noting it is much higher than at other WAFL grounds. The President replied this is something that WP is very aware of and are pursuing with VW as part of the project Ross Kelly is leading.

Graham Wood suggested that other WAFL Clubs have been supported financially by the WAFC and WAFL Clubs and that maybe they could repay their money as well.

There were no more questions, so The President thanked everyone for their attendance and closed the meeting.

          Meeting Closed: 8.30pm