GUIDANCE DOCUMENT

Officer Disclosures and Financial Training

The Guild is registered under the Fair Work (Registered Organisations) Act 2009 and as such is required to
comply with the various regulations under the Act. This paper provides guidelines to ensure appropriate
governance processes are followed throughout the Guild.

Date prepared 29 November 2013

Last updated 29 June 2016
Contact Mark Hill

National Secretariat
Level 2, 15 National Circuit, Barton ACT 2600
PO Box 310, Fyshwick ACT 2609
P: +61 2 6270 1888 F: +61 2 6270 1800 E: guild.nat@guild.org.au
www.guild.org.au Ref: SP1003-76-445
CONTENTS
1. Background ....................................................................................................................................... 4
2. Who is an Officer ........................................................................................................................... 4
3. Training ............................................................................................................................................. 5
Which officers are required to undertake this financial training? ......................................................... 5
What training courses must be undertaken?....................................................................................... 5
Does an officer with accounting qualifications or an officer that has undertaken similar training
previously need to undertake the approved training? ......................................................................... 5
When must the approved training be undertaken? ............................................................................. 5
Whose responsibility is it to ensure that an officer undertakes the training? ....................................... 5
4. General Comments on Disclosures of Remuneration, Material Personal Interests and
Payments ........................................................................................................................................... 6
Disclosure Periods .............................................................................................................................. 6
Remuneration ..................................................................................................................................... 6
Does remuneration include superannuation? .......................................................................................................................6
Does remuneration include a provision for annual leave and/or long service leave? ...........................................................6
Does remuneration include payments regarding an officers termination? ...........................................................................6
Does remuneration include reportable fringe benefits? ........................................................................................................6
Are salary sacrificed items considered remuneration or a non-cash benefit? ..................................................................6
Non-cash Benefits .............................................................................................................................. 6
How should non-cash benefits be valued? ...........................................................................................................................7
References to Guild and Branch .................................................................................................... 7
Related Parties ................................................................................................................................... 7
Who is a relative for the purposes of the required disclosures? .........................................................................................8
Board .................................................................................................................................................. 8
Material Personal Interests ................................................................................................................. 8
Declared Person or Body .................................................................................................................... 8
5. Disclosures by Officers .................................................................................................................... 9
What is an officer required to disclose? .............................................................................................. 9
To whom are the disclosures required to be made to? ....................................................................... 9
When are the disclosures required to be made? ...............................................................................10
In what form are the disclosures required to be made? .....................................................................10
What if I am unclear as to whether something should be disclosed or not, especially regarding
Material Personal Interests? ..............................................................................................................10
Does an officer need to disclose Remuneration and/or Non-Cash Benefits that the officer receives
from the National Secretariat or a Branch? ........................................................................................10
Would a National Councillor be required to disclose to the National Secretariat Remuneration and
Non-Cash Benefits received from their Branch, and vice-versa? .......................................................10
Regarding the disclosure of remuneration, what is a Board? ..........................................................11
 Regarding the disclosure of remuneration, what is a Related Party? ..............................................11
Does an Officer need to disclose all Remuneration and/or Non-Cash Benefits received from a
Related Party? ...................................................................................................................................11
Regarding payments to related parties, what type of payments are not required to be disclosed? ...11
Regarding payments to related parties, is an Officer required to disclose Government-funded
program payments? ...........................................................................................................................11
6. Disclosures by the Guild and Branches of the Guild ...................................................................12
What is the Guild (National Secretariat) or Branch required to disclose? ..........................................12
Remuneration and non-cash benefits .................................................................................................................................12
Material personal interests ..................................................................................................................................................13
Payments ............................................................................................................................................................................13
To whom are the disclosures required to be made to? ......................................................................13
When are the disclosures required to be made? ...............................................................................14
In what form are the disclosures required to be made? .....................................................................14
1. Background
The Fair Work (Registered Organisations) Amendment Act 2012 (the RO Amendment Act) introduced a
number of requirements for registered organisations to include in their rules. These include:

Disclosure of relevant remuneration and non-cash benefits paid or provided to officers:

by officers to an organisation or branch
by the organisation or branch to the relevant members.
Disclosure of material personal interests held by officers and their relatives:
by officers to an organisation or branch
by the organisation or branch to the relevant members.
Disclosure by the organisation or branch to members the payments made to related parties and
declared persons/bodies.
Financial training to be undertaken by officers that carry out duties relating to the financial
management of the Branch or National Secretariat.
Development and implementation of expenditure policies.

A copy of the amendments made to the Rules of the Guild (the Constitution) is included at Appendix A.

2. Who is an Officer
The definition of an officer of the Guild (National Secretariat) or a Branch of the Guild is important as it
determines the scope of those persons that are required to disclose relevant information and undertake
required financial training.

Rule 2 of the Guild Constitution indicates that the terms officer and office each have the meaning given
to those terms in section 6 of the Fair Work (Registered Organisations) Act 2009 (the RO Act).

From an analysis of the RO Act (particularly: sec. 6, which defines Officer; sec. 9(1), which defines
Office; and sec 143(1)(a) that sets out that an election is required for each office in an organisation), it
has been determined that the following would be considered:

an officer of the Guild (National Secretariat)

National Councillors (including the National President)
an officer of a Branch of the Guild
Branch Committee members.

As National Councillors are also Branch Committee members, they are both an officer of the Guild
(National Secretariat) and an officer of their relevant Branch of the Guild.

Section 143(1)(a) of the RO Act necessitates an election to fill each Office in an organisation. As the
positions of Executive Director and Branch Director are not elected positions per the Constitution, the
Executive Director and Branch Directors are not considered to be Officers of the Guild or Branch,
respectively. (It is noted that if the positions of Executive Director and Branch Director were to be
considered positions of office, elections would be required to fill these positions per sec. 143(1)(a) of the
RO Act).

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3. Training
Rule 44A sets out the requirements for certain officers of the Guild and of each Branch to undertake
relevant financial training.

Which officers are required to undertake this financial training?

It would appear that all officers of the Guild and of each Branch would be required to undertake this
training.

The rule indicates that each officer of the Guild and of each Branch of the Guild whose duties (financial
duties) that relate to the financial management of the Guild or of the Branch (as the case may be) must
undertake training

In order to determine if an officer must undertake the required financial training, consideration must be
given to what financial duties are stipulated for an officer in the Guild Constitution.

Sub-rules 10(h) and (i) indicate that National Councillors have the power to control the National Fund
and receive, adopt or otherwise deal with the Annual Report and Financial Statements. Rule 44(c) states
that a Branch Fund shall be managed and controlled by the Branch concerned and Rule 60(b) indicates
that the Branch Committee shall control and manage the Branch.

It therefore appears that all officers of the Guild and of each Branch of the Guild, as per the Constitution,
include in their duties the financial management of the Guild or of the Branch (as the case may be).

What training courses must be undertaken?

The relevant financial training must be approved by the General Manager of the Fair Work Commission
(Rule 44A(a)).

Details of approved training packages can be found at the Approved governance training page of the
FWC website: https://www.fwc.gov.au/registered-organisations/compliance-governance/approved-
governance-training

Does an officer with accounting qualifications or an officer that has

undertaken similar training previously need to undertake the approved
training?
Yes. Officers will not be exempt from undertaking this training even if the officer holds relevant
qualifications or has undertaken a similar course previously. As such, there is no recognition for prior
learning.

When must the approved training be undertaken?

Officers must undertake the training within six months of the date that the person begins to hold office.

Whose responsibility is it to ensure that an officer undertakes the

training?
Ultimately it is the officers own responsibility to ensure that it meets the requirements of the rule and
undertake the appropriate training.

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If considered appropriate, the National Secretariat or a Branch of the Guild (as the case may be) may
consider maintaining a register of officers of the Guild or Branch that have completed the training.

4. General Comments on Disclosures of Remuneration,

Material Personal Interests and Payments

Disclosure Periods
The disclosure period for disclosures required under the RO Amendment Act is each financial year.

Remuneration
Remuneration includes the following:
pay, wages, salary, fees, allowances, leave, benefits or other entitlements.

Remuneration does not include:

non-cash benefits
reimbursement or payment of reasonable expenses for the costs incurred in the course of the officer
carrying out his or her duties.

Does remuneration include superannuation?

Yes. If received, superannuation would be considered remuneration as it is an entitlement.

Does remuneration include a provision for annual leave and/or long service leave?
It is considered that an accounting expense for the movement in an annual leave or long service leave
provision should not be included in the disclosure of remuneration. Rather the payment at the point leave
is taken (as wages or salary, etc.) or paid-out on termination would be considered to be remuneration.

Does remuneration include payments regarding an officers termination?

Yes. Payments made on an officers termination, including an Employment Termination Payment (ETP),
would be considered remuneration.

Does remuneration include reportable fringe benefits?

No. These would be considered to be non-cash benefits, unless the benefit is part of a salary package
(refer below).

Are salary sacrificed items considered remuneration or a non-cash benefit?

An officer may salary sacrifice a component of their remuneration package for a motor vehicle, or an
expense payment, etc.

As the officer would be entitled to this amount and would have otherwise received this amount as a salary
or wage had the amount not been salary sacrificed, it is considered that this should be included as
remuneration rather than a non-cash benefit.

Non-cash Benefits
Non-cash benefits are defined as:
property or services in any form other than money
but does not include a computer, mobile phone or other electronic device that is used only or mainly
for work purposes.

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It is not indicated in the RO Amendment Act, but it would appear that non-cash benefits would be similar
to a fringe benefit per the Fringe Benefits Tax Assessment Act 1986 (FBT Act).

As indicated in the remuneration section above, it is considered reasonable that a salary sacrificed item
should be considered as remuneration rather than a non-cash benefit.

How should non-cash benefits be valued?

Unfortunately, no guidance is provided in the RO Amendment Act as to how non-cash benefits should be
valued, should the Guild or Branch choose to disclose the value of non-cash benefits rather than the form
of the non-cash benefits (refer Section 6 of this document for the disclosure options).

Various valuation methodologies identified include:

the cost of the non-cash benefit (either GST-exclusive or GST-inclusive)

the cost of the non-cash benefit plus any fringe benefits tax paid regarding the non-cash benefit
the taxable value of the non-cash benefit, as per the FBT Act
the grossed-up value of the non-cash benefit (using either the type 1 or type 2 gross-up rates), as per
the FBT Act.

If the Guild or Branch of a Guild elects to disclose the value of non-cash benefits, it is recommended that
the valuation methodology selected should also be disclosed.

References to Guild and Branch

The disclosure requirements make various distinctions between Guild and Branch.

In the context of these disclosure requirements Guild refers to the National Secretariat, as separate from
the Branches of the Guild.

From various references in the RO Amendment Act and the 12 February 2013 Guidance Note from the
FWC (i.e. Branch officers disclose the information to their branch, National Officers disclose the
information to the organisation), it appears that the organisation (as per the RO Amendment Act, or the
Guild per the Constitution) in this context would refer to the national body as distinct from the branches.

This would be a similar concept for the preparation of the General Purpose Financial Reports where the
National Secretariat and Branches of the Guild are considered separate reporting units.

Related Parties
A related party is defined in section 9B of the RO Amendment Act.

A related party of the Guild includes:

1) An entity controlled by the Guild, but not including a Branch of the Guild.
2) An officer of the Guild.
3) A spouse of an officer of the Guild.
4) A relative of:
i) an officer of the Guild, or
ii) a spouse (including a de facto partner) of an officer of the Guild.
5) An entity controlled by:
i) an entity controlled by the Guild
ii) an officer of the Guild

p 7 of 27
 iii) a spouse (including a de facto partner) of an officer of the Guild
iv) a relative of an officer of the Guild
v) a relative of a spouse (including a de facto partner) of an officer of the Guild.
6) An entity that acts in concert with any other related party of the Guild on the understanding that the
related party will receive a financial benefit if the Guild gives the entity a financial benefit.

In regard to Branches of the Guild, substitute Guild with Branches of the Guild in the above definition.

A related party also includes:

an entity that was a related party at any time within the previous six months
an entity that believes or has reasonable grounds to believe that it is likely to become a related party
at any time in the future.

It should be noted from the above definition that the Guild (National Secretariat) and Branches are not
considered related parties of each other for the purposes of these disclosures.

Who is a relative for the purposes of the required disclosures?

Section 6 of the RO Amendment Act defines a relative as:

(a) a parent, step-parent, child, stepchild, grandparent, grandchild, brother or sister of the person; or
(b) the spouse (including a de facto partner) of the first-mentioned person.

Board
A board means a board of directors, committee of management, council or other group of persons who
supervise, govern or otherwise have oversight of any corporation, organisation, association or other body
corporate.

These are boards that are external to the Guild or a Branch of the Guild. References to a board in the
disclosure requirements do not refer to the National Council of the Guild or the Branch Committees.

Material Personal Interests

A material personal interest of an officer includes one that:
the officer (or spouse or relative of the officer) has or acquires
that relates to the affairs of the Guild or a Branch of the Branch (as the case may be).

The RO Amendment Act does not provide a definition of material personal interest as it believed that
providing a definition would unnecessarily limit the scope of what may be required to be disclosed. As
such, the possibility of what could be considered a personal material interest is very broad.

Declared Person or Body

A person or body is a declared person or body of the Guild or a Branch if an officer of the Guild or a
Branch (as the case may be) has disclosed a personal material interest and the interest relates to, or is
in, the person or body. This would include instances where the officer has not notified the Guild or the
Branch (as the case may be) that the officer no longer has an interest.

p 8 of 27
5. Disclosures by Officers

What is an officer required to disclose?

An officer of the Guild (National Secretariat) or of a Branch of the Guild (as the case may be) is required
to disclose:

Remuneration
Any remuneration paid to the officer because the officer is a member of a board, if:
o the officer is a member of the board only because the officer is an officer of the Guild or a
Branch of the Guild (as the case may be), or
o the officer was nominated for the position of member of the board by the Guild or a Branch of
the Guild (as the case may be).
Any remuneration paid and/or non-cash benefits provided to the officer by any related party of the
Guild or the Branch (as the case may be) in connection with the performance of the officers
duties as an officer.
Material Personal Interests
- Any material personal interest in a matter that:
o the officer has or acquires, or
o a relative (including spouse) of the officer has or acquires, and
o that relates to the affairs of the Guild or a Branch of the Guild (as the case may be).

In order to assist the Guild or a Branch of the Guild, an officer of the Guild or a Branch of the Guild (as the
case may be) should also disclose:

instances where the Guild or Branch makes a payment to one of the following:
an entity controlled by the officer
a spouse of the officer
a relative of the officer
an entity controlled by a spouse or relative of the officer
except in instances where the payment is reimbursement for expenses reasonably incurred by the
officer in performing the officers duties as an officer.

To whom are the disclosures required to be made to?

In the case of an officer of the Guild (National Secretariat), the disclosures should be made to the
National Secretariat.

In the case of an officer of the Branch of the Guild, the disclosures should be made to the relevant
Branch.

As National Councillors are both officers of the Guild (National Secretariat) and their relevant Branch of
the Guild, they will need to make disclosures to both the Guild (National Secretariat) and their Branch.

Officers that are National Councillors should take care to ensure that duplicate disclosures of
Remuneration and Non-Cash Benefits are not made to both the National Secretariat and the
relevant Branch. That is, Remuneration and Non-Cash Benefits relating to the Guild (National
Secretariat) should be disclosed to the National Secretariat and Remuneration and Non-Cash Benefits
relating to a Branch should be disclosed to the Branch.

p 9 of 27
When are the disclosures required to be made?
Officers are required to make the disclosures within the following timeframes:

For remuneration and non-cash benefits as soon as practicable after the remuneration is paid, or
non-cash benefit provided.
For material personal interests As soon as practicable after the interest is acquired.

The administrative burden of being required to disclose remuneration as soon as practicable after each
payment is made is noted, especially if officers are remunerated on a regular basis.

In order to alleviate the burden on officers to disclose on a regular basis, it is suggested that where the
officer is certain of what the remuneration payments will be throughout a year (for example where the
remuneration is part of a contract or other arrangement that is paid on a regular basis throughout the
year) that the officer disclose the timing of and amount of each expected payment at the beginning of the
financial year (before the first payment of the year is made) and advise as soon as practicable should the
original estimate need correction.

In what form are the disclosures required to be made?

The disclosures are required to be made in writing, which can be made electronically.

An example disclosure template for officers of a Branch is included at Appendix B. An example

disclosure template for officers of the Guild (National Secretariat) is included at Appendix C.

What if I am unclear as to whether something should be disclosed or

not, especially regarding Material Personal Interests?
Officers may be confronted with the question as to whether something is required to be disclosed or not,
especially regarding Material Personal Interests. It is therefore the thoughts of the National Corporate
Governance and Services Committee that where officers are unclear as to whether something should be
disclosed, the best practice approach would be to make the disclosure.

Regarding Material Personal Interests, in deciding whether something should be disclosed, an officer
should also have regard to the reasonable person principle, that is, would a reasonable person form the
view that the disclosure should have been made.

Does an officer need to disclose Remuneration and/or Non-Cash

Benefits that the officer receives from the National Secretariat or a
Branch?
No. An officer is not required to disclose Remuneration and/or Non-Cash Benefits that it has received
from the Guild (National Secretariat) or Branch of the Guild. The Guild (National Secretariat) or Branch,
as the case may be, will already hold this information as it would be the entity that has paid the
Remuneration or provided the Non-Cash Benefits to the officer.

Would a National Councillor be required to disclose to the National

Secretariat Remuneration and Non-Cash Benefits received from their
Branch, and vice-versa?
No. A National Councillor is not required to include these in their relevant disclosures to both the Guild
(National Secretariat) and their Branch as (i) section 9B of the RO Amendment Act specifically states that,
for the purposes of these disclosures, an organisation (i.e. National Secretariat of the Guild) is not a

p 10 of 27
related party of a Branch of the Organisation; and (ii) a Board, for the purposes of these disclosures,
does not include the National Council of the Guild or the Branch Committees (refer below).

Regarding the disclosure of remuneration, what is a Board?

The definition of a Board is included in Section 4 of this document. A Board, for the purposes of these
disclosures, does not include the National Council of the Guild or the Branch Committees.

Regarding the disclosure of remuneration, what is a Related Party?

The definition of a Related Party is included in Section 4 of this document.

Does an Officer need to disclose all Remuneration and/or Non-Cash

Benefits received from a Related Party?
It should be noted that regarding Remuneration and/or Non-Cash Benefits received from Related Parties,
the officer is only required to disclose that which is in connection with the performance of the officers
duties as an officer. As such, an officer may receive remuneration from a related party, but if it is not in
connection with the officers duties, then the disclosure is not required.

For example, a company owned by a National Councillor/Branch Committee member would be

considered a Related Party of the Guild (National Secretariat) and the relevant Branch of the Guild.
However, any Remuneration that the National Councillor/Branch Committee member receives from that
company would not need to be disclosed, unless the Remuneration was in connection with the National
Councillors/Branch Committee members duties as an officer.

Regarding payments to related parties, what type of payments are not

required to be disclosed?
In order to assist the National Secretariat and Branches determine what related party payments need to
be disclosed to the members, it has been requested that officers disclose instances where (i) an entity
that they control, (ii) their spouse, (iii) a relative of theirs, or (iv) an entity controlled by their spouse or a
relative, have received a payment from the National Secretariat or Branch, except in instances where the
payment is reimbursement for expenses reasonably incurred by the officer in performing the officers
duties as an officer.

This means that a payment to a related party is not required to be disclosed if:
(i) the payment is for reimbursement of expenses reasonably incurred, and
(ii) the expense was incurred in performing officer duties.

For example, the National Secretariat may reimburse a company owned by a National Councillor for
expenses incurred by the National Councillor in performing their officer duties, such as attending National
Council or National Committee meetings. These expenses would normally include airfares, taxis,
accommodation and reliever costs. In these instances, these payments would not need to be disclosed.

Regarding payments to related parties, is an Officer required to

disclose Government-funded program payments?
Although a government-funded program payment may be made by the National Secretariat or a Branch
to an Officer (or a related-party e.g. a company owned by the Officer, or a spouse or relative of an Officer)
it is the thoughts of the Corporate Governance and Services Committee that an officer would not be
required to disclose this payment in the following circumstances:

p 11 of 27
 the payment is merely made on behalf of a government
the relevant program payment is also available to a wide population, and
the payment has not been influenced in any way by the fact that the Officer is an Officer of the Guild
(National Secretariat) or a Branch. That is, the payment would have been made regardless of
whether the relevant person was an Officer or not.

6. Disclosures by the Guild and Branches of the Guild

What is the Guild (National Secretariat) or Branch required to

disclose?
The National Secretariat and each of the Branches are required to disclose:

Remuneration and non-cash benefits

Material personal interests
Payments

Remuneration and non-cash benefits

The Guild (National Secretariat) is required to disclose the identity and remuneration and non-cash
benefits details (refer below) of the five highest paid officers of the Guild in terms of relevant
remuneration. For the Branches, the disclosures are required for the two highest paid officers of the
Branch.

Relevant remuneration in relation to an officer of the Guild or of a Branch (as the case may be) for a
disclosure period is the sum of:

any remuneration disclosed to the Guild or the Branch (as the case may be) by the officer under
Section 5 of this document (5. Disclosures by Officers) during the disclosure period, and
any remuneration paid, during the disclosure period, to the officer by the Guild or the Branch (as the
case may be).

The Guild (National Secretariat) and each Branch is required to disclose the following for each of the
relevant officers (that is five highest paid for the Guild and two highest paid for each Branch):

either (a) the actual amount of the officers relevant remuneration (defined above) for the
disclosure period, or (b) the remuneration band into which the officers relevant remuneration falls;
and
either (a) the value of the officers relevant non-cash benefits (defined above), or (b) the form of
the officers relevant non-cash benefits, for the disclosure period.

Should the National Secretariat or Branch elect to disclose the relevant remuneration in remuneration
bands, rather than the actual amounts, it is recommended that the information provided be considered
reasonable from the perspective of a member. For example, remuneration bands in the vicinity of
hundreds of thousands would not be considered reasonable. It is suggested that the remuneration bands
be limited to $10,000 increments.

Relevant non-cash benefits in relation to an officer of the Guild or of a Branch (as the case may be) for
a disclosure period means the non-cash benefits provided to the officer, at any time during the disclosure
period:

p 12 of 27
 in connection with the performance of the officers duties as an officer, by the Guild or the Branch (as
the case may be)
by a related party of the Guild or the Branch (as the case may be), which would have been disclosed
by the officer under Section 5 of this document (5. Disclosures by Officers).

For non-cash benefits, refer to the discussion in Section 4 for the issues regarding the disclosure of the
value of non-cash benefits.

The form of non-cash benefits would refer to the various types of benefits that could be provided, such
as, but not limited to, private travel, car parking, private usage component of a car, gifts, etc. Should a
non-cash benefit be provided to a spouse or relative of the officer, it is suggested that this be disclosed
separately from non-cash benefits provided to the officer.

Furthermore, regarding non-cash benefits provided by a related party, it would advisable that the Guild
(National Secretariat) or a Branch (as the case may be) confirm the non-cash benefits provided with the
related party.

Material personal interests

The Guild or Branch of the Guild must disclose any material personal interests disclosed to it by an officer
of the Guild or of a Branch of the Guild (as the case may be).

Payments
The Guild or Branch of the Guild must disclose either:

each payment made by the Guild or Branch, during the disclosure period, to a related party of the
Guild or Branch (as the case may be) or a declared person or body of the Guild or Branch (as the
case may be), or
the total of the payments made by the Guild or Branch, during the disclosure period, to a related
party of the Guild or Branch (as the case may be) or a declared person or body of the Guild or
Branch (as the case may be).

Definitions or related party and declared person or body are included at Section 4 of this document.

The following payments are exempted from the disclosure requirement:

Payments to officers of the Guild or the Branch (refer to the definition of related party, which includes
an officer) where the payment:
consists of remuneration paid to the officer by the Guild or the Branch (as the case may be), or
is reimbursement for expenses reasonably incurred by the officer in performing the officers
duties as an officer.

Payments that consist of amounts deducted by the Guild or Branch (as the case may be) from
remuneration payable to one or more officers or employees of the Guild or Branch. This would
include, for example, officers or employees that salary package payments that are made to a related
party of the Guild (e.g. salary packaged insurance premiums of an officer or employee that are paid to
Guild Insurance Ltd).

To whom are the disclosures required to be made to?

For the Guild (National Secretariat), the disclosures are required to be made to all members and the
Branches of the Guild.

p 13 of 27
For the Branches of the Guild, the disclosures are required to be made to members of the relevant
Branch.

When are the disclosures required to be made?

The disclosures are required to be made by the Guild (National Secretariat) and each Branch within six
months after the end of the relevant financial year/disclosure period.

In what form are the disclosures required to be made?

An example Disclosure Statement is included at Appendix D.

Rule 82 sets out the manner in which disclosures can be made and include:

in writing (e.g. a regular publication)

by means of electronic communication (e.g. by email), or
by making the information available electronically (e.g. on the Guild website).

If the Guild (National Secretariat) or Branch elects to make the information available electronically (such
as, on the member-only section of the Guild website), it must ensure that:

the information is readily accessible so as to be useable for a subsequent reference by the members
and Branches,
the members and Branches are promptly notified by electronic means that the information is available
for retrieval on the information system (e.g. website) and the nature of the information, and
the information is available on the Guilds information system (e.g. website) for retrieval for a
minimum of seven years from the date the disclosure is made.

p 14 of 27
Appendix A Amendments to the Rules of the Guild
The Pharmacy Guild of Australia
Changes to Rules 2 and 44 and addition of Rule 44A and Part IV which includes Rules 78, 79, 80, 81 and
82
2 DEFINITIONS

In this Constitution
(a) "the Act" means the "Fair Work (Registered Organisations) Act 2009", as amended from time to
time.

(i) officer and office each have the meaning given to those terms in section 6 of the Act.
(i)(j) Pharmacist is a person or company registered as a Pharmacist by the relevant State Authority.
(j)(k) "Returning Officer" where applicable shall include an officer appointed by the Australian Electoral
Commission to conduct Guild elections.
(k)(l) State where applicable shall include a Territory of the Commonwealth.
(l)(m) The singular shall include the plural and masculine gender shall include all genders.

44 - FUNDS - APPLICATION

(f) The Guild, by the National Council and the National Secretariat, must develop and implement
policies relating to the expenditure of the Guild.
(g) Each Branch must develop and implement policies relating to the expenditure of that Branch.

44A - FUNDS TRAINING

Each officer of the Guild and of each Branch of the Guild whose duties include duties (financial duties)
that relate to the financial management of the Guild or of the Branch (as the case may be) must
undertake training:
(a) approved by the General Manager of the Fair Work Commission under section 154C of the Act;
and
(b) that covers each of the officers financial duties,
and complete such training
(c) if the officer is an officer of the Guild or of the Branch when section 154D of the Act commences,
within six months after the commencement of that section; and
(d) in all other cases, within six months after the person begins to hold office.

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PART IV DISCLOSURES

78 DEFINITIONS UNDER PART IV

In Part IV of this Constitution:
(a) board means a board of directors, committee of management, council or other group of persons
who supervise, govern or otherwise have oversight of any corporation, organisation, association
or other body corporate.
(b) disclosure period for any disclosure required to be made under this Part IV means:
(i) if the requirement is for disclosure to be made in relation to a financial year the financial
year; or
(ii) if the requirement is for disclosure to be made in relation to a shorter period the shorter
period.
(c) electronic communication has the meaning given to that term in in section 5 of the Electronic
Transactions Act 1999.
(d) non-cash benefit means property or services in any form other than money, but does not
include a computer, mobile phone or other electronic device that is used only or mainly for work
purposes.
(e) information has the meaning given to that term in section 5 of the Electronic Transactions Act
1999.
(f) information system has the meaning given to that term in in section 5 of the Electronic
Transactions Act 1999.
(g) peak council has the meaning given to that term in section 12 of the Fair Work Act 2009.
(h) related party has the meaning given to that term in section 9B of the Act.
(i) relative in relation to a person, means:

(i) parent, step-parent, child, stepchild, grandparent, grandchild, brother or sister of the
person; or
(ii) the spouse of the first mentioned person,
and in this definition the terms child, parent, spouse, stepchild and step-parent have the
meanings given to those terms in the Act.
(j) relevant non-cash benefits in relation to an officer of the Guild or of a Branch (as the case may
be) for a disclosure period means the non-cash benefits provided to the officer, at any time during
the disclosure period, in connection with the performance of the officers duties as an officer, by
the Guild or the Branch (as the case may be) or by a related party of the Guild or the Branch (as
the case may be).
(k) relevant remuneration in relation to an officer of the Guild or of a Branch (as the case may be)
for a disclosure period is the sum of the following:
(i) any remuneration disclosed to the Guild or the Branch (as the case may be) by the officer
under Rules 79(a) and (b) during the disclosure period;
(ii) any remuneration paid, during the disclosure period, to the officer by the Guild or the
Branch (as the case may be).
(l) remuneration

(i) includes pay, wages, salary, fees, allowances, leave, benefits or other entitlements; but

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 (ii) does not include a non-cash benefit; and
(iii) does not include the reimbursement or payment of reasonable expenses for the costs
incurred in the course of the officer carrying out his or her duties.
79 DISCLOSURES OF RELEVANT REMUNERATION AND NON-CASH BENEFITS
(a) Each officer of the Guild, and each officer of a Branch of the Guild, shall disclose:
(i) any remuneration paid to the officer because the officer is a member of a board, if:
(a) the officer is a member of the board only because the officer is an officer of the
Guild or the Branch (as the case may be); or
(b) the officer was nominated for the position of member of the board by the Guild, a
Branch, or a peak council; or
(ii) any remuneration paid or non-cash benefit provided to the officer by any related party of
the Guild or the Branch (as the case may be) in connection with the performance of the
officers duties as an officer.
(b) The disclosure required by Rule 79(a) shall be made:
(i) in the case of an officer of the Guild to the Guild; and
(i) in the case of an officer of a Branch to the relevant Branch,
in writing as soon as practicable after the remuneration is paid, or non-cash benefit is provided, to
the officer.
(c) The Guild shall disclose to its members and its Branches:
(i) the identity of the officers of the Guild who are the five highest paid officers of the Guild in
terms of relevant remuneration for the disclosure period; and
(ii) for each of those officers:
(a) either the actual amount of the officers relevant remuneration for the disclosure
period, or the remuneration band into which the officers relevant remuneration
falls; and
(b) either the value of the officers relevant non-cash benefits, or the form of the
officers relevant non-cash benefits, for the disclosure period.
(d) Each Branch shall disclose to the Members in the Branch:
(i) the identity of the officers of the Branch who are the two highest paid officers of the
Branch in terms of relevant remuneration for the disclosure period; and
(ii) for each of those officers:
(a) either the actual amount of the officers relevant remuneration for the disclosure
period, or the remuneration band into which the officers relevant remuneration
falls; and
(b) either the value of the officers relevant non-cash benefits, or the form of the
officers relevant non-cash benefits, for the disclosure period.
(e) The disclosures under Rules 79(c) and (d) shall be made:
(i) in relation to each financial year;
(ii) within six months after the end of the financial year; and
(iii) in writing.

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80 DISCLOSURES OF MATERIAL PERSONAL INTERESTS
(a) Each officer of the Guild, and each officer of a Branch of the Guild, shall disclose any material
personal interest in a matter that:
(i) the officer has or acquires; or
(ii) a relative of the officer has or acquires, that relates to:
(iii) in the case of an officer of the Guild, the affairs of the Guild;
(iv) in the case of an officer of the Branch, the affairs of the Branch.
(b) The disclosure required by Rule 80(a) shall be made:
(i) in the case of an officer of the Guild to the Guild; and
(ii) in the case of an officer of a Branch to the relevant Branch,
in writing as soon as practicable after the interest is acquired.
(c) The Guild must disclose to its members and its Branches any interests disclosed to the Guild
pursuant to Rules 80(a) and (b).
(d) A Branch must disclose to its members any interests disclosed to the Branch pursuant to Rules
80(a) and (b).
(e) The disclosures under Rules 80(c) and (d) shall be made:
(i) in relation to each financial year;
(ii) within six months after the end of the financial year; and
(iii) in writing.

81 DISCLOSURES OF PAYMENTS
(a) The Guild shall disclose to its members and its Branches either:
(i) each payment made by the Guild, during the disclosure period:
(a) to a related party of the Guild or of a Branch of the Guild; or
(b) to a declared person or body of the Guild; or
(ii) the total of the payments made by the Guild, during the disclosure period:
(a) to each related party of the Guild or of a Branch of the Guild; and
(b) to each declared person or body of the Guild.
(b) A Branch shall disclose to its members either:
(i) each payment made by the Branch, during the disclosure period:
(a) to a related party of the Branch; or
(b) to a declared person or body of the Branch; or
(ii) the total of the payments made by the Branch, during the disclosure period:
(a) to each related party of the Branch; and
(b) to each declared person or body of the Branch.
(c) Rules 81(a) and (b) do not apply to a payment made to a related party if:
(i) the related party is an officer of the Guild or the Branch (as the case may be) and the
payment:

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 (a) consists of remuneration paid to the officer by the Guild or the Branch (as the case
may be); or
(b) is reimbursement for expenses reasonably incurred by the officer in performing the
officers duties as an officer; or
(ii) the payment consists of amounts deducted by the Guild or the Branch (as the case may
be) from remuneration payable to one or more officers or employees of the Guild or the
Branch (as the case may be).

(d) The disclosures under Rules 81(a) and (b) shall be made:
(i) in relation to each financial year;
(ii) within six months after the end of the financial year; and
(iii) in writing.
(e) For the purposes of this Rule 81, a person or body is a declared person or body of the Guild or
a Branch of the Guild if:
(i) an officer of the Guild or the Branch (as the case may be) has disclosed a material
personal interest under Rules 80(a) and (b); and
(ii) the interest relates to, or is in, the person or body; and
(iii) the officer has not notified the Guild or the Branch (as the case may be) that the officer
no longer has the interest.
82 MANNER OF DISCLOSURE
(a) Where the Guild or a Branch is required to give information in writing, information may be given to
the member by electronic communication or by making the information available to the member in
accordance with Rule 82(c), if the member consents to the information being given or made
available in this way.
(b) For the purposes of Rule 82(a) a member will be taken to have provided consent if such consent
can be reasonably inferred from the conduct of that member.
(c) The Guild will be taken to have made disclosure in writing to its members and its Branches under
Rules 79, 80 and 81 if the information is made available to members and:
(i) the information is readily accessible so as to be useable for a subsequent reference by
the members and its Branches;
(ii) the members and its Branches are promptly notified by electronic means that the
information is available for retrieval on that information system and the nature of the
information; and
(iii) the information is available on the Guilds information system for retrieval by electronic
communication for a minimum of seven (7) years from the date the disclosure is made.

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Appendix B Disclosure by a Branch Officer - Example
Template

Name of Officer _______________________________________________

Disclosure to (Branch) _______________________________________________
Disclosure Period/Financial Year 1 July _____________ to 30 June ________________
Date of Disclosure _______________________________________________
Signature _______________________________________________

1. Remuneration you receive from entities where you are a member of a board, if:
you are a member of the board only because you are an officer of the Branch, or
you were nominated to the position of board member by the Branch.

Note: Do not include Remuneration that you receive from the Branch or the Guild (National Secretariat)

Entity Actual or Date of Remuneration Comments, if applicable

Expected Payment ($)

2. Remuneration you receive from related parties of the Branch in connection with your
performance of your duties as an officer of the Branch.

Note: Do not include Remuneration that you receive from the Branch or the Guild (National Secretariat)

Entity Actual or Date of Remuneration Comments, if applicable

Expected Payment ($)

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3. Non-cash benefits you receive from related parties of the Branch in connection with your
performance of your duties as an officer of the Branch.

Note: Do not include Non-Cash Benefits that you receive from the Branch or the Guild (National Secretariat)

Entity Actual or Date of Form of Benefit Comments, if applicable

Expected Payment

Note: The Branch may confirm with the related party the non-cash benefits provided by the related party

4(a). Material Personal Interests (MPIs) held by you during the Disclosure Period.

Detail of MPI How the MPI relates to the If Acquired During If Disposed of
affairs of the Branch the Disclosure During the
Period, Date Disclosure Period,
Acquired Date Disposed

4(b). Material Personal Interests (MPIs) held by a relative of you (including your spouse) during the
Disclosure Period.

Detail of MPI Name of relative and How the MPI relates If Acquired If Disposed of
relationship to you to the affairs of the During the During the
Branch Disclosure Disclosure
Period, Date Period, Date
Acquired Disposed

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5. Identity of the following regarding payments made by the Branch to:

an entity controlled by you

your relative (including your spouse)
an entity controlled by you or a relative (including your spouse).

Except in instances where the payment is:

(a) reimbursement for expenses reasonably incurred by you in performing your duties as an
officer; or
(b) a government-funded program payment that meets all of the following conditions:
a. the payment is merely made by the Branch on behalf of a government
b. the relevant payment is also available to a wide population, and
c. the payment has not been influenced in any way by the fact that the Officer is an Officer
of the Branch. That is, the payment would have been made regardless of whether the
relevant person was an Officer or not.

Name of entity or relative Nature of their relationship to Nature of payment provided

you by the Branch

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Appendix C Disclosure by a National Officer - Example
Template

Name of Officer _______________________________________________

Disclosure to National Secretariat ______________________________
Disclosure Period/Financial Year 1 July _____________ to 30 June ________________
Date of Disclosure _______________________________________________
Signature _______________________________________________

1. Remuneration you receive from entities where you are a member of a board, if:
you are a member of the board only because you are an officer of the Guild (National
Secretariat), or
you were nominated to the position of board member by the Guild (National Secretariat).

Note: Do not include Remuneration that you receive from the Guild (National Secretariat) or a Branch of the
Guild.

Entity Actual or Date of Remuneration Comments, if applicable

Expected Payment ($)

2. Remuneration you receive from related parties of the Guild (National Secretariat) in connection
with your performance of your duties as an officer of the Guild (National Secretariat).

Note: Do not include Remuneration that you receive from the Guild (National Secretariat) or a Branch of the
Guild.

Entity Actual or Date of Remuneration Comments, if applicable

Expected Payment ($)

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3. Non-cash benefits you receive from related parties of the Guild (National Secretariat) in
connection with your performance of your duties as an officer of the Guild (National Secretariat).

Note: Do not include Non-Cash Benefits that you receive from the Guild (National Secretariat) or a Branch
of the Guild.

Entity Actual or Date of Form of Benefit Comments, if applicable

Expected Payment

Note: The Guild (National Secretariat) may confirm with the related party the non-cash benefits provided by the
related party.

4(a). Material Personal Interests (MPIs) held by you during the Disclosure Period.

Detail of MPI How the MPI relates to the If Acquired During If Disposed of
affairs of the Guild the Disclosure During the
(National Secretariat) Period, Date Disclosure Period,
Acquired Date Disposed

4(b). Material Personal Interests (MPIs) held by a relative of you (including your spouse) during the
Disclosure Period.

Detail of MPI Name of relative and How the MPI relates If Acquired If Disposed of
relationship to you to the affairs of the During the During the
Guild (National Disclosure Disclosure
Secretariat) Period, Date Period, Date
Acquired Disposed

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5. Identity of the following regarding payments made by the Guild (National Secretariat) to:

An entity controlled by you

Your relative (including your spouse)
An entity controlled by you or a relative (including your spouse)

Except in instances where the payment is:

(a) reimbursement for expenses reasonably incurred by you in performing your duties as an
officer; or
(b) a government-funded program payment that meets all of the following conditions:
a. the payment is merely made by the Guild (National Secretariat) on behalf of a
government
b. the relevant payment is also available to a wide population, and
c. the payment has not been influenced in any way by the fact that the Officer is an
Officer of the Guild (National Secretariat). That is, the payment would have been
made regardless of whether the relevant person was an Officer or not.

Name of entity or relative Nature of their relationship to Nature of payment provided

you by the Guild (National
Secretariat)

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Appendix D Disclosure by the Guild or Branch of the
Guild Disclosure Statement

The Pharmacy Guild of Australia __________________ Branch (or National Secretariat)

Disclosure Period/Financial Year 1 July _____________ to 30 June _____________
Date of Disclosure _____________________________________________

Relevant Remuneration and Non-Cash Benefits

Relevant remuneration (and relevant non-cash benefits, if value is elected to be disclosed) of the five
(two, for a Branch) highest paid officers of the Guild (or Branch of the Guild) for the Disclosure Period
from 1 July ____________________________ to 30 June _________ .

Name of Officer Relevant Remuneration ($)(or Relevant Non-Cash

remuneration band, if so Benefits ($) (if value is
elected) elected to be disclosed)

If form of non-cash benefits, rather than value, is elected to be disclosed.

Relevant non-cash benefits provided to the five (two, for a Branch) highest paid officers of the Guild
(or Branch of the Guild) for the Disclosure Period from 1 July ______________ to 30 June ______ .

Name of Officer Form of non-cash benefits provided

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Material Personal Interests

Material personal interests held and acquired by officers of the Guild (or Branch) and by relatives of
the officer (including their spouse) at any time during the Disclosure period from
1 July ________ to 30 June __________ .

Name of officer Held by Officer or Detail of Material Personal Dates held

relative (if a relative, Interests during the
name of relative and Disclosure
relationship to the Period
officer)

Payments to Related Parties and Disclosed Persons/Bodies

(If each payment is elected to be disclosed.)

Payments made by the Guild (or Branch) to related parties and disclosed persons/bodies for the
Disclosure Period from 1 July _____________ to 30 June ____________ .

Name of Related Party or Declared Date of Payment Amount of Payment

Person/body ($)

If the total of payments is elected to be disclosed.)

Payments made by the Guild (or Branch) to related parties and disclosed persons/bodies for the
Disclosure Period from 1 July _____________ to 30 June ____________ .

Name of Related Party or Declared Total Payments

Person/body

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