The Proposed Constitutional Changes Are:
The Wrong Time
The Wrong Way
The Wrong Changes
What is the role of a Constitution?
- To enshrine accountability under the Corporations Act 2001.
- To ensure the Board remains accountable to members – not to external control.
What is the structure of the RACP Board?
The RACP board currently consists of:
- President and chair – democratically elected (after 2 years as President-elect).
- President-elect – democratically elected by members.
- Three member directors – democratically elected.
- One trainee director – democratically elected.
- New Zealand President – appointed by the NZ committee.
- Three community (non-medical) directors – appointed by the Board.
Most presidents since 2019 had already served at least 3 years on the Board before becoming President-elect.
The Board is skills-based: all directors are expected to undertake AICD governance training early.
Governance support is strong:
Expert internal governance team.
Access to external governance coaches.
All board roles are unpaid.
What are Community Directors?
Community directors are voluntary, non-medical experts appointed for their skills in law, finance, governance, or Indigenous lived experience.
However:
- Turnover is high. Since April 2023, only one community director has completed their tenure. Retention has been as short as 2 months.
- Workload is heavy, with no remuneration.
- Recruitment is costly and time-consuming.
What is Board Governance?
Board governance is the mechanism by which the Board:
- Remains accountable and transparent.
- Holds senior management accountable.
Unlike corporations, RACP is a membership organisation – its greatest complexity is representing the diverse needs of members:
- 2 Divisions
- 3 Faculties
- 3 Chapters
- 22, 000 fellows, 10,000 trainees
What skills should the Board and Chair have?
Governance skills and AICD training are important.
But the most critical skill is understanding the needs and aspirations of members.
By default, the chair must always be a member.
What is the role of the Board?
- Oversee the CEO and senior management.
- Determine how funds are allocated.
- Set priorities for college’s projects.
What is the biggest threat to RACP?
Low member engagement and satisfaction.
- This threatens the very existence of the college.
- Satisfaction scores have fallen even lower since May 2024.
The Proposed Constitutional Changes
Splitting the President and Chair role – what does it mean?
- The chair will no longer be elected by members. Instead, the chair will be chosen “independently”.
- An ‘independent chair’ is a feature of corporate boards and is a chair chosen by an ‘independent’ nominations committee.
- On a board of a membership organisation, an ‘independent’ chair will be selected by the board or by a nominations committee. This increases conflicts and creates factions as member and non-member directors perceive themselves as the next chair.
What will be the role of the President?
- The President’s role will be reduced to a ceremonial figurehead.
- The President will lack the authority to drive meaningful change, as all financial powers and organisational oversight will remain with the chair.
What is a “binding” nominations committee?
- Proposed to be made up of a majority of non-members.
- It will control who is allowed to stand for election – including the President.
- The decision of the nominations committee is ‘binding’ as in final.
- The proposal is that the board will choose the committee, and the committee will choose the board.
This creates a closed loop of control – excluding members’ voice.
What will the new Board look like?
- 5 members + 5 non-members.
- Loss of member voice:
❌ No trainee director.
❌ No New Zealand director. - In effect, non-members will control the college.
Why is member consultation vital?
- Because this is how members keep their voice.
- Yet there has been virtually no consultation.
- Many members are still unaware of the true scale of changes.
Wrong Time
- Member satisfaction is at its lowest. The net promoter score is -70.
- Board Behavioural issues need sorting out first.
- $40 million is already being invested in IT.
- Constitutional changes now only deepen instability and create insecurity for members.
Wrong Way
- An EGM costs $250,000.
- Changes could be done cost-effectively at the yearly AGM.
- The “implementation plan” is a half-page document for 13 sweeping constitutional changes.
- Lack of clear information to members.
- Member consultation is fundamental before any vote.
The Consequence?
A TOTAL LOSS OF DEMOCRACY.
- A corporate-style board dominated by non-members.
- Trainee and New Zealand voices gone.
- Members sidelined from decisions about their own college.
The Constitution must protect members, not silence them.
Comparison of the RACP board with boards of other medical organisations
RACP Board
Democratically elected
- President and chair
- President-elect
- 3 member directors
- 1 trainee director
Appointed
- New Zealand President
- 3 community (non-medical) directors
Note: All RACP board positions are unpaid.
RACS Board*
- Chair of the board must always be a Fellow
- Profession-led, with a majority of fellows on the board at all times
- Representation from both Australia and New Zealand
- Fellow directors elected by the membership
*As per RACS website.
Observation: The current structure is strikingly similar to RACP’s current board.
RACGP Board
- From 2019–2021, chaired by a non-medical, independent chair
- Since 2021, reverted to a member (GP) as chair
- Directors are remunerated