To the Board of the Royal Australasian College of Physicians

We, the undersigned voting members of the RACP, formally call upon the Board to provide accountability and transparency of expenditure to members since 1 May 2023. We make this request under clause 5.2.2 of the RACP Constitution and ACNC Governance Standard 2, which requires the College to be accountable to its members and to give them adequate opportunities to raise concerns about how it is run.

Since 2023 the College has held multiple general meetings, been a party to Supreme Court proceedings, received SafeWork NSW notices, come under ACNC intervention and committed to a major IT program, TRELLiS. Members have not been told what any of this has cost. Where the College has disclosed headline figures, such as for TRELLiS, it has not told members how the money was spent, who received it, or whether the work was competitively tendered.

Members are entitled to this information. Under the Constitution:

•      the College's income and property must be applied solely towards its objects, and no payment or benefit may be given to a Board member except as clause 10.1 permits (cl 10.1.1 to 10.1.3);

•      the indemnity for officers does not extend to liability arising from a claim made by that officer (cl 21.1);

•      the Board may open the College's accounts and books to members for inspection (cl 17.3); and

•      the Board must call a general meeting on the written request of the lesser of 5% or 100 voting members (cl 5.2.2).

Requirements of Forensic Financial Review
Within 14 days of receiving this petition, the Board must confirm in writing to all members of RACP that it will:

1. Commission an independent forensic financial review of expenditure by or on behalf of the Board, the President, the CEO and the senior leadership team from 1 May 2023 to date, covering at least the matters in the Schedule.
2. Guarantee the reviewer's independence. The reviewer must be a major forensic accounting firm not engaged by the College in the past five years, with no conflict of interest with any current or former director or staff including the CEO, and given full access to the College's books, records, staff and former staff.
3. Publish the terms of reference, the reviewer's name and its fee to members before work begins and appoint the reviewer before 30 November 2026.
4. Release the full report to all members at least one month before the 2027 AGM, redacted only as the law requires, and list it as an item of business at the 2027 AGM.
5. Disclose now what the College already holds. Within 30 days of receiving this petition, publish to members the figures listed in the Schedule below that should be in the College’s financial records and need no investigation.
6. Disclose before committing. Until the report is released, notify members before entering into any new borrowing, any deed of release or settlement with a director or senior executive, or any change to senior executive remuneration or notice terms.

A copy of this petition will be provided to the ACNC

If the Board does not agree
If the Board does not give that confirmation within 14 days, member signatories will submit a written request to the board under clause 5.2.2 of the constitution for a general meeting and if the board does not abide, members signatories will enforce their rights and arrange to hold a general meeting by themselves under clause 5.2.4 of the RACP constitution (which will come at no cost to the membership).

Reservation of rights
The signatories reserve their rights, individually and collectively, including to:

•      apply to the Court for an order under section 247A of the Corporations Act 2001 (Cth) authorising inspection of the College's books and records on the matters in the Schedule; and

•      refer the Board's response, or its failure to respond, to the ACNC as a concern under Governance Standards 2 and 5.

Schedule: information members require
Each item covers 1 May 2023 to date unless stated. Each is a request for figures and documents; none is an allegation against any person.

A. Executive remuneration and contracts

1. The total remuneration of the CEO and each senior executive for each financial year, including salary, superannuation, bonuses and other benefits, and how any bonus was calculated.
2. Any increase in remuneration or change to contract terms, including any change to notice periods in March 2026; who approved it; the justification given the College's financial position; and the College's resulting potential liability.
3. Whether any deed of release, settlement or termination payment with the CEO, a senior executives, members and directors have been approved or signed; the directors present and voting; any director excluded and why; and its cost.

B. Payments to current and former directors

1. Every payment or benefit to current or former directors, including directors appointed by the ACNC: fees, stipends, expenses, legal costs, indemnities and insurance premiums attributable to an individual, and the clause of the Constitution or statute relied on for each.
2. Travel and accommodation costs of the President and each director, by trip, with purpose and approver, and any costs met for people travelling with them.
3. Every payment outside ordinary employment to members, a former CEO, directors or any other third party for consultancy, advice or settlement, with its purpose, approver and any conflict of interest declared.

C. Legal and governance costs

1. Every court or tribunal proceeding to which the College has been a party, including in the Federal Court and the Supreme Court of NSW: status, costs to date, projected costs and costs recovered.
2. Total spending on external law firms, by firm and by matter, and how each firm was engaged.
3. The full cost of each general meeting held since 1 May 2024, including legal, platform and communications costs.
4. Who authorised the Supreme Court proceedings in May 2026, and whether the College has paid the legal costs of any proceeding brought by an individual officer, given clause 21.1.
5. Whether College funds are being spent investigating the validity of the 22 April 2026 general meeting; who is conducting that work; its cost; and when members will see the findings.
6. Whether these matters were reported to the ACNC and the auditor, and whether the auditor raised any of them with the Board or the Finance & Risk Committee.

D. Property, events and travel

1. Capital spending on the Melbourne and New Zealand offices, the contractors engaged, the procurement process and any conflicts declared.
2. Revenue, costs and attendance for the Lift program.
3. The full cost of the Board's meetings in New Zealand in August 2026, the number of directors, staff and members attending, and why the meetings were not held virtually.
4. Senior executive travel costs by financial year.

E. TRELLiS, IT and borrowing

1. Total spending on IT projects in the last three years, including the Training Management Platform, and the benefits realised against each business case.
2. The approved budget, spend to date, forecast total cost and scope of TRELLiS, with the amount paid to each supplier, vendor and consultant, and whether each contract was awarded through a competitive tender.
3. The TRELLiS business case, any independent review of it, the Finance & Risk Committee's recommendation, the Board resolution approving it and any member consultation.
4. The terms of any loan or debt facility: lender, amount, interest rate, term, total cost over the term, security, covenants, any margin call or trigger events, stress testing and alternatives considered.
5. Any relationship between a current or former director or staff member and a TRELLiS supplier, and any conflict declared.

F. Procurement

Every contract worth more than [$250,000] entered into since 1 May 2023: the supplier, value and purpose, whether it was competitively tendered, and if not, who approved the exception and why.

G. Investment Portfolio

Any drawdown or changes to the investment portfolio and the justification and decision maker of any drawdown

H. Registrations fees of members and trainees

Projected increase in fees in the next five years including 2027, the justification for these increases and any business case and by whom.

Statement of good faith

We make this request as members exercising our rights under the Constitution and ACNC Governance Standard 2. It asks for figures and documents, not opinions. It makes no allegation against any person. We ask the Board to answer it in the same spirit: fully, promptly and on the record.

Signatures

We, the undersigned members of RACP, request that the Royal Australasian College of Physicians commission an independent forensic financial review of expenditure by or on behalf of the Board, the President, the CEO and the senior leadership team from 1 May 2023 to date. The report must fulfill the requirements listed above, include the matters in the Schedule and must be started within 14 days of the request being submitted. The full report of the financial review must be circulated to all members 1 month prior to the 2027 Annual General Meeting.

full name and mention if member of RACP