Thalanyji Native Title Registered body corporate placed under special administration

After extensive complaints raised as early as February 2018, Buurabalayji Thalanyji Aboriginal Corporation (Thalanyji) has been placed under special administration by the Office of the Registrar of Indigenous Corporations (ORIC).

The Pilbara-based corporation’s books were examined in August 2019, with the findings resulting in the corporation having to show cause as to why they shouldn’t be placed under special administration.

A statement from ORIC said the August 2019 examination found members weren’t kept informed, were denied opportunities to ask questions, and were ignored when calls were made for an overdue Annual General Meeting (AGM) to take place.

NIT understands the Registrar found several potential breaches of the Corporations (Aboriginal and Torres Strait Islander) Act (2006) (CATSI Act (2006)), including:

  • Registering members without directors’ approval
  • Registering members without written applications
  • Failing to follow basic requirements of AGMs, such as allowing members to check register details and tabling previous minutes for member approval
  • Failing to hold AGMs within five months after the end of financial years 2016-17 and 2017-18
  • Failing to conduct all normal business required at the 2016-17 AGM, such as appointment and remuneration of an auditor
  • Having less than the required minimum number of member directors
  • Failing to nominate and appoint directors in line with corporation rules
  • Failing to obtain signed consent forms for members to act as directors
  • Providing related party benefits as loans without member approval
  • Failing to lodge audited financial statements for the financial year 2017-18 on time (despite an extension)
  • Directors neglecting to exercise their powers and discharge their duties with care, diligence, good faith, and in the best interest of members.

A potential breach with particular consequences for the corporation is failing to provide consolidated financial statements in line with Australian accounting standards.

An obligation of the CATSI Act (2006) requires corporations to prepare financial statements that comply with annual reporting requirements in the Act.

A report submitted for the financial year 2017-18 stated the financial statements had not been consolidated by the independent auditor due to uncertainty around the control of Thalanyji’s subsidiary.

The report said the corporation does not comply with the Australian Accounting Standard, AASB 10 Consolidated Financial Statements.


Red flags raised early, ignored by ORIC

Concerns with Thalanyji’s operations were raised as early as two years ago with ORIC on February 22, 2018 – almost two years ago – when ORIC replied to an email from a member addressing “several complaints” that had already been made about the corporation.

Members corresponding with ORIC throughout 2018 were told ORIC would be taking no action and advised members to seek legal advice or make a complaint to the Commonwealth Ombudsman if they were not satisfied with ORIC’s response.

No action was taken by ORIC until Thalanyji’s books were examined in August 2019.

During late 2017 and early 2018, the Thalanyji board also made continuous contact with ORIC to avoid holding its 2017 AGM.

Correspondence to the board from ORIC obtained by NIT shows the corporation appealed for an extension five times before the Office declined to extend the time period for a sixth time for Thalanyji to holds its 2017 AGM.

Originally meant to be held by the end of November 2017, the meeting was delayed until the end of January, two dates in March, the end of April, and the end of May 2018.

During examination of the corporation’s books, it was revealed the 2017 AGM was finally held on October 19, 2018 and that the 2018 AGM had not be held at the time of examination.

The Native Title body corporate’s legitimacy first publicly came under fire in April 2019 when questions were raised around the authenticity of CEO Matthew Slack’s resume.

The chief executive had the University of Western Australia, Edith Cowan University and the University of Southern Queensland listed as alma maters despite all universities holding no record of him having graduated from any of their courses.

Thalanyji stood by their CEO at this time, saying he had the board’s “unanimous support” and that Slack had “turned around the corporation”.


Poor governance

Since being placed under special administration, Thalanyji’s secretary and board of directors have been overturned with Peter Saunders taking over, as appointed by Registrar Selwyn Button

Button said transparency and accountability should be at the forefront of any corporation, particularly one such as Thalanyji with a turnover of over $10 million a year.

“We know that directors of the corporation have displayed a poor standard of corporate governance, including failing to lodge audited financial statements,” Button said.

“This is a corporation with strong and engaged members who have been denied the opportunity to assess the corporation’s performance. A special administrator will help make the shifts necessary for the corporation to flourish in future.”

The CEO declined to comment on any matters relating to Thalanyji’s special administration, however NIT can confirm Slack is still acting as CEO for the corporation.

Thalanyji was also contacted for comment however no response was received by time of publication.

The corporation will be under special administration for six months, until July 17 2020.

By Hannah Cross

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