Following new revelations about the sacking of high-performing CEO Paul Wappett, we take a closer look at how the board is composed.
It’s been almost two weeks since news broke that the RACGP board had dismissed CEO Paul Wappett, and its reasons for doing so are still no clearer.
In a statement released on Monday, Mr Wappett revealed that he was called into a meeting with board chair Dr Lara Roeske on Tuesday 28 November, told his contract was terminated effective immediately and escorted from the premises.
The college didn’t alert members, staff or the media until two days later on Thursday 30 November.
Mr Wappett was given no explanation for the board’s decision, other than clarification that his sacking was not linked to performance or disciplinary issues.
Announcing his departure to the press, Dr Roeske only said that the board had unanimously determined that Mr Wappett was not the right person to lead the college into the future.
The sacking came less than a week after the RACGP’s annual general meeting – although it appears the decision was made prior to this – meaning that members won’t get the chance to interrogate the board’s decision for another 12 months.
And members are angry, not least because the board has not given any explanation for its actions.
This is particularly bad timing for the college.
Recent reforms mean that fellowed GPs no longer have to stick with a medical college for CPD purposes, and 2024 will be the first full year where multiple non-college options are on offer.
For the first time, the RACGP has a real chance of losing a significant number of members.
So with quite a lot at stake, who exactly is the board, how did they get there and who holds them accountable?
Meet the board
The RACGP’s constitution sets out how and from where each member of the board is drawn.
Although the number can vary, there are currently 15 people on the RACGP board of directors.
The bulk of these are the chairs of the various state and territory faculties: Tasmania’s Dr Toby Gardner, South Australia’s Dr Sian Goodson, the Northern Territory’s Dr Sam Heard, Queensland’s Dr Cathryn Hester, Victoria’s Dr Anita Munoz, Western Australia’s Dr Ramya Raman and Dr Rebekah Hoffman for NSW and Canberra.
Then there are the chairs of the four national faculties: Dr Karen Nicholls chairs the Aboriginal and Torres Strait Islander Health faculty, Dr Rebecca Loveridge chairs GPs in Training, Associate Professor Michael Clements chairs Rural and Dr Roeske chairs Specific Interests.
The four other members include Dr Tess van Duuren as censor-in-chief, college president Dr Nicole Higgins and the two co-opted board members, professional non-executive directors Dr Michael Stanford and Scott King.
The board is free to appoint any number of co-opted members, so long as they never make up more than a third of the total.
Professor Clements, Dr Roeske and Mr King also hold board-elected positions as vice-president, board chair and finance, audit and risk committee chair, respectively.
How did they get there?
Technically speaking, the president is the only board member who is elected directly by the general college population.
The rest, with the exception of the co-opted members and censor-in-chief, are automatically appointed when they’re made chair of their faculty council.
While it is faculty members that elect each representative to the council, it is the individual council itself that elects who among them will be chair.
All college-run elections are optional to vote at, and turnout tends to be low.
At the most recent faculty council elections, which ran in September, eight of the 11 councils didn’t even go to a vote because the number of candidates did not exceed the number of open positions.
One of these was the NSW/ACT faculty, where one of the candidates who passed unopposed was Dr Hoffman.
She was made chair of that council, which then got her added to the RACGP’s board of directors – all without a single vote from lay members.
Even when there are enough candidates to go to a vote, the eventual faculty chair may not be representative of how that faculty’s members voted.
Dr Hester, for instance, received just 38 of the 642 primary votes for Queensland faculty council and was elected fifth overall.
The council then selected her as chair, meaning she also gets a place on the national board of directors.
TMR is not suggesting that Dr Hoffman or Dr Hester are poor choices for the RACGP board, merely demonstrating the ways in which the selection process works.
Who holds them to account?
Technically, the members.
The way that the board works is governed by the constitution, and the only way to change that constitution is via a vote from general members.
As per the Australian Charities and Not-for-profits Commission, which the RACGP is regulated by, a constitution can only be changed via a special resolution passed by 75% of members at a general meeting.
The full text of the special resolution must be made available to all members, voting and non-voting, at least 21 days before the meeting.
It’s not immediately clear how to fulfil this requirement if it’s not coming directly from a board member with the email list for the entire membership base.
In any case, the next annual general meeting isn’t until late 2024.
According to the constitution, an extraordinary general meeting could be convened sooner if just five board members were to call for one.
The constitution also allows members to join in any requisition to convene a general meeting, but it’s not clear what the critical threshold for this would be.
Under the Company Law Review Act 1998, the directors of a company are obliged to call a general meeting if at least 100 voting members call for one in writing.
Any resolution to be proposed at that meeting should be stated as part of that request.
It’s not clear whether the college is subject to this particular law, given it is a charity and the rule applies to companies, but TMR does note that there are several instances in the RACGP constitution that refer to corporation-specific laws.
TMR put questions to the RACGP board on this topic last week, including whether it would call an extraordinary general meeting if enough members formally called for one.
It has so far not responded to that or any of our questions about Mr Wappett’s sacking.
