This week, the confusion about the JAA’s apparent blunder and the handling of this matter by the regulator has worsened.
During the research phase of the 2024 State of the Industry Report, Jeweller became aware of a possible breach of Australian Charities and Not-for-profits Commission (ACNC) legislation.
The JAA is a registered charity and, as such, must adhere to reporting requirements concerning its management and governance. This includes a requirement to notify the ACNC of any changes to governing documents within 60 days.
At the JAA’s annual general meeting on 21 November 2022, a special resolution was passed to amend the Constitution about the composition of its board and the election and appointment of directors; however, more than 12 months after the AGM, the JAA had not submitted the relevant documents – an amended Constitution – to the ACNC.
It was not until yesterday (15 January 2024) that the JAA’s changes to the Constitution were finally reflected on the ACNC website. The document is dated 27 March 2023.
Whether the 60-day deadline begins on 21 November 2022 or 27 March 2023, either way, it appears that the JAA has not adhered to the ACNC’s reporting requirements and could face penalties.
Transparency in question
Jeweller can now report that there is more to this blunder, some of which casts doubt on the management of the JAA as well as the ACNC.
On 15 December 2023, Jeweller contacted JAA director Meredith Doig to inquire about the board’s failure to meet its reporting obligations under the ACNC Act 2012.
Doig did not respond to Jeweller’s questions in the 15 December 2023 email. For that reason, Jeweller contacted JAA operations manager Megan Young on 19 December 2023 to confirm that the email had been received.
It is worth noting that when the JAA announced the appointment of Doig as a director on 1 September 2022, she was described as bringing a “magnanimous degree of experience and knowledge in the governance sector” by then-president Karen Denaro.
When contacted Young advised that Doig was currently overseas and that there would be a delay in receiving a response. At the time of publication, Doig has not responded to that email, nor has she responded to a follow-up email on 12 January 2024.
At this point it is also worth noting that on 19 December 2023, Young did not advise Jeweller that the JAA had submitted an amended Constitution to the ACNC the day before - 18 December 2023 – three days after the issue was first raised and yet not acknowledged.
Either Young – who has been with the JAA for 17 years – was not aware that the documents had been filed with the ACNC, or she chose not to disclose this information.
More confusion
That said, the confusion does not stop there.
The confirmation that the JAA submitted its documents on 18 December 2023 was provided by the ACNC today. This information; however, contradicted a previous statement by the ACNC.
In an email dated 15 January 2024, an ACNC spokesperson advised, “The Jewellers Association submitted an updated constitution to the ACNC on 12th December. The updated document will be available on the Charity Register record by the end of today”.
Jeweller queried the date (12 December 2023) for two reasons - it created a confusing ‘timeline’ of events and contradicted information about regulatory processes provided by the ACNC in December.
If the JAA had submitted an amended Constitution on 12 December 2023, that would mean the submission occurred three days before Jeweller first raised the issue with Doig via email on 15 December 2023.
This would not change the issue of violating reporting requirements; however, it was nonetheless confusing.
The ACNC spokesperson later retracted the 12 December 2023 date and advised that the correct date of submission was, in fact, 18 December 2023 – up to 11 months beyond its obligations.
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This confirms that the upload occurred three days after Jeweller raised the issue with the JAA and not three days before; however, one other matter remains unresolved. The new date still contradicts a previous statement from the ACNC concerning the process for submitting altered governing documents.
”To notify changes, charities submit updates via the Charity Portal. These changes flow through to the Register immediately. The ACNC can apply administrative penalties if a charity makes false or misleading statements or fails to lodge documents on time,” the ACNC spokesperson clarified in December.
With that in mind, it remained unclear why the JAA’s amended Constitution was not available on the ACNC website until 15 January 2024.
Jeweller sought clarification on this issue and was informed: “Unfortunately there was an ACNC IT glitch which led to a delay in the charity’s governing document being published on the Charity Register after it was submitted in December 2023.”
Outstanding questions
Serious questions arise from this matter for the JAA.
• When Jeweller directly contacted the JAA on 19 December 2023 about this matter, why was it not disclosed that the amended Constitution had been submitted to the ACNC the day before?
• How did it come about that the JAA did not comply with statutory reporting requirements – and only did so after being advised of the error by Jeweller?
• After submitting the amended Constitution on 18 December 2023, was the JAA board aware that the document did not appear on the ACNC website until 15 January 2024?
Problems surrounding the JAA’s governance standards and industry disclosures seem ongoing.
Following Doig’s appointment as a co-opted director, questions were raised in December 2022 about an undisclosed commercial relationship between her and JAA vice president Ronnie Bauer.
At the time, she told Jeweller: "I was approached because there was a vacancy on the board. Somebody who has expertise in board governance is what they were looking for, and that’s why they approached me. I’m merely someone who is from outside of the industry and who has the particular set of skills they [JAA] were looking for."
However it was later confirmed that Doig's answer was not 'complete'.
Doig was subsequently asked if she currently represents or acts for any of Bauer's private companies in any capacity, including formal positions, such as company secretary with Klepner’s, a fine antique jewellery business operated by Bauer.
It was only at that time (24 November 2023) did Doig admit to further ‘dealings’ with Bauer: “Yes, I am company secretary of Klepners."
It is unclear whether the JAA will, or has, incurred financial or administrative penalties for breaching the legislation by failing to meet reporting requirements.
The ACNC website states: "Monetary penalties are calculated by reference to penalty units under the Crimes Act 2014" and range from $1,565 and $7,825.
Jeweller has contacted the ACNC regarding this matter and is awaiting further advice.
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