Business of AGMs: questions from members
The CATSI Act says that the chair of the AGM must allow a reasonable opportunity for the members as a whole at the meeting to ask questions about or make comments on the corporation’s governance and management.
If the corporation has an auditor, the chair must also give members an opportunity to ask questions of the auditor.
Ask the board about governance and management
As members prepare for an AGM, it can be helpful to think about questions you may want to ask the board. These questions can cover a range of topics – from financial performance to governance and future plans.
We’ve prepared some example questions as a starting point to help guide your thinking.
They go beyond just ‘what happened’ – they test whether directors are listening, transparent, skilled, and planning ahead.
Each corporation is different, so members will need to consider which questions are most relevant to their own corporation’s context, priorities, and current challenges.
- How is the board ensuring good governance and accountability?
- Are there any changes planned for board membership or leadership roles?
- How does the board make decisions on behalf of members?
- Are directors following the rule book and the law (CATSI Act)? Has the board reviewed the corporation’s rule book recently? Are any changes recommended?
- How do you make sure decisions are fair and transparent?
- Are there any plans to propose changes to the structure of the corporation?
- Have any sub-committees been formed?
- What are the main sources of income and how are they being used?
- Are there any financial risks the corporation is currently facing?
- Were there any major changes in income or expenses this year? Can you explain why?
- Are we financially stable? Are we making a profit or running at a loss?
- Is the corporation solvent? Can we pay our short-term creditors when they become due?
- How is the corporation using its income to fulfil its purpose and objectives?
- Do all of our corporation’s activities follow and support objectives in our rule book?
- Were there any significant grants, contracts, or donations this year? What were they used for?
- What is the unexpended grant position of the corporation at the end of the financial year and will the corporation need to repay any of this back to funders?
- How many grant funded positions are currently vacant? Why are they vacant and what is the corporation doing to fill these positions?
- Are we getting good value from the programs or services we run?
- Is the corporation up-to-date with lodging its Business Activity Statements to the ATO?
- Does the corporation owe any tax liabilities to the ATO?
- Does the corporation have any repayment plans in place with the ATO? Has the corporation met the requirements of the repayment plan? Why is there a repayment plan in place?
- How many employees do we have?
- How often is the board reviewing the financial position and financial performance of the corporation?
- Have related party benefits of over $5000 been paid during the past financial year?
- If so, was the correct procedure followed for members to approve it?
- Are there any new projects or business ventures being planned?
- How are we looking after our land, assets, and cultural resources?
- Have any major purchases or sales been made this year?
- Are we meeting the goals in our strategic or business plan?
- What new opportunities are directors exploring for members?
- Does the board have a clear vision and plan for the corporation’s future?
- How is the board planning for long-term sustainability?
- Are there any major projects or partnerships coming up?
- What are the board’s priorities for the next 12 months?
- How does the board respond to challenges or changes in the community?
- Has the board held directors’ meetings as often as required under your rule book?
- How many board meetings were held, and did directors attend regularly?
- Have any directors missed multiple meetings without a good reason?
- Has the board kept proper records of its meetings?
- Have all directors notified ORIC of their director ID?
- Is director information on the Register of Aboriginal and Torres Strait Islander Corporations up to date?
- Have all directors given the corporation their consent to be a director in writing?
- Do directors get training to keep up their skills and knowledge?
- Do directors and senior staff have the skills and support they need?
- How are we developing future leaders from within our membership?
- How does the board measure its own performance?
- Has the board followed through on commitments made at the last AGM?
- Have all directors declared their material personal interests to other directors? And was it recorded in the minutes of the relevant directors’ meeting?
- Have there been any conflicts of interest this year – and how were they handled?
- Does the board have a code of conduct?
- What opportunities are there for members to contribute ideas or feedback?
- How does the board respond to member concerns?
- How are you keeping members informed during the year (not just at the AGM)?
- How do you communicate board decisions to members?
- What services or benefits did members receive this year?
- Have any complaints or disputes been raised by members? How were they resolved?
- What’s being done to keep members informed throughout the year – not just at the AGM?
- How many applications for new members did the corporation receive this year?
- Of these, how many new members have been added?
- Is the corporation meeting its legal and reporting obligations?
- What steps are being taken to improve transparency?
- What were the biggest challenges this year, and how did the board handle them?
- Are there any legal issues or risks we should know about?
- Are there any issues with audits, funding, or governance that members should know about?
- Is the corporation meeting its obligations under the CATSI Act and its rule book?
- How is the corporation making sure its governance reflects our cultural values?
- Are our decision-making processes culturally safe and inclusive?
- Are there cultural advisers or Elders involved in governance decisions?
Questions members might ask the auditor at the AGM
If the auditor is present at the AGM, members can ask them questions about the audit, the auditor’s report, the auditor’s independence, or the corporation’s accounting policies.
We’ve grouped examples of questions members might be interested to ask below.
- What is your role as the auditor?
- Are you independent from the directors and staff?
- Did you find the board and management helpful in your dealings with them?
- Is there anything in the financial report that members might not understand but should?
- What should members pay close attention to in the report?
- Did the corporation make a profit or loss this year? Why?
- Are there any concerns about how money is being managed?
- Is the corporation in a strong financial position?
- Did you have full access to the records you needed?
- Was the audit clean? Did you find any problems or mistakes?
- Were there any delays or issues during the audit?
- Did you issue the board a management letter?
- If so, what were some of the things you raised? Have the board responded to those matters?
- If the answer is no, why didn’t you issue a management letter to the board?
- Is the corporation following the right processes to keep money safe?
- Are there good systems in place to stop fraud or misuse of money?
- Are the financial records accurate and up to date?
- Has anything changed this year that members should know about?
- Are there any risks or warning signs the directors or members need to watch out for?
- Has there been any case of fraud or misappropriation of the corporation’s funds or other criminal activities?
- Have any rules or laws been broken?
- Did you report any concerns to ORIC or any other agency?