There were two major restructures of the Trust, resulting in changes to the Trust Deed. In this chapter I intend to outline why the issues arose and how we dealt with them. An understanding of the changes gives a good insight into how and why we do things now. I note it is useful at least to read Chapter 5 for background.
1992: Original Structure
I suggest that before reading this chapter the reader should first be familiar with Chapter 5, which gives the background on how and why the Trust was formed.
In order to understand the changes, which would not have been noticed by the outside world, I first note some features of the original structure in 1992. One of the most important features of this was that AMF and AMOC, which were both financially viable entities, maintained full control as normal of their programs and finances. They were originally known then as subtrusts. Another feature was the establishment of an associated company. And the third structural feature was the establishment of a Board. The Board, appointed by the University under a set of rules defined by the Trust Deed, had a broad supervisory and governance role, but few specific functions, except to appoint the Executive Director, present a public image of the Trust as an entity, supervise the accounting system and preparation of all financial reporting, and presumably to step in if one of the subtrusts got into trouble. In turn the University, as Trustee, could step in if the Trust got into trouble, although under Trust law, the Trustee must stay at arm's length financially from a Trust.
The associated company is of interest. The University lawyers recommended this to present an easily accessible legal identity. The Trust would need contracts signed from time to time, and would employ staff, so the company was needed for these purposes, as it would be inconvenient to go to the University regularly for signatures, and the University did not wish to be responsible for staff. Also there needed to be bank accounts, and these would have to be in the name of the Trustee or some other corporate entity. The lawyers originally recommended a model similar to a law or accounting firm's operating company, so an ASIC company AMTOS Pty Ltd was formed (AMTOS probably meant to stand for AMT Operating Services or similar). It had two shareholders, each with one $1 share, the University and Assistant Vice Chancellor Professor Bob Mitchell, who was a member of the Board.
AMTOS had three directors, I as originally I had responsibility for staffing arrangements, and David Hunt and Warren Atkins, to ensure representation of the subtrusts.
As AMTOS made no profit, the original legal opinion was that it would not pay tax, but needed to file an annual tax return all the same. We did get an initial ruling from the Tax Office that we could be exempted from filing returns, but the legal opinion was correct and the Tax Office changed its mind. So we had to file the tax returns. The problem now was that even though we were not paying tax, the returns were getting more complicated every year. The position became untenable and we had to look for a new structure.
1998: First Trust Deed Amendment
I discussed this with the lawyers. I noted to them that I had been a Trustee of the University's Supernnuation Fund, and there the Trustee was not allowed to be the employer, but had to be a company with equal representation by the members. The type of company was not proprietary, but limited by guarantee. The company had members, not shareholders. This type of company is relatively rare, and where used it is normally in not for profit situations. AMF's predecessor AMF Limited had been one of these companies also, with eight committee members being the company members. The lawyers agreed that this would be a valid model, the University agreed so we amended the Trust Deed, with all original signatories who still existed (the University and the Academy, not AMF Limited, which no longer existed) signing the amending deed.
Under this arrangement AMTOS was dissolved and replaced by AMTT Limited (the name AMT Limited had not been available, so we added an extra T for "Trustee" because this company became the Trustee instead of the University). But the University was the only member of the company, appointed the directors, who were the same as the previous AMTOS Directors, and was externally allowed to be known as the Trustee. This solved the problem. Being a trustee company and not an operating company albeit still under the supervision of ASIC, the tax return problem disappeared.
2005: Second Trust Deed Amendment
By 2005 a need was seen by many for a second structural change. As reported in Chapter 10, a third subtrust (Informatics) had been formed. Obviously this was rather unrelated to the other two. It was considered sufficiently close to mathematics as a discipline that the Trust Deed did not need alteration to admit it. But it was necessary for completely different committee people to be responsible for the activities which would be introduced.
The two Olympiad subtrusts were expensive to run, as they didn't have much income, government sponsorship was difficult to get and didn't cover all the costs, they involved also a lot of domestic and international travel, each subtrust wanted to increase entry fees at different rates, there were many financial transactions between subtrusts, and there were inconsistent ways of administering travel. The management of now four entities, each with their own balance sheets, was highly inefficient. The need had arrived for more centralised control of finance and some administration.
When the Trust started there were few in one subtrust in common with those in the other. They really were like two independent organisations. But over ten years the Trust had evolved in such a way that many volunteers were active over more than one subtrust and people were identifying increasingly with the Trust as a whole rather than with a particular subtrust.
Like the first amendment, this would not involve changes which would be of interest to the outside world, but it caused some internal discussion. It was not particularly controversial with the Olympiad subtrusts (which endorsed the changes unanimously), nor, obviously, with the Board itself, but it was a major issue with AMF. AMF had been proud of its strong financial management over many years, and whereas most could see the bigger picture, some were unhappy. However with just one in the end voting against and one abstaining, AMF did approve the changes, ceding its control of its own finances and balance sheet to the Board and a central finance committee which administered finance on behalf of the Board.
The finance committee had initially six members, a Chairman and another member, both from the Board, the Executive Director, and a representative from each of the three departments.It is responsible for drawing up the Trust's budget and management of reserves.
During most of the period from the beginning there was an Audit Committee, consisting of three members of the Board other than the Chairman and Executive Director. This committee's activity was not changed by either of the restructures, although to the end of my time its role was being upgraded towards having a specific carter of responsibilities.
After the 2005 change the Board had, in summary, responsibility for governance, strategic directions, appointment of Executive Director, and financial oversight, via the finance committee as described above, and audit and preparation of annual financial statements.
Another change was that from then on subtrusts were no longer really subtrusts, and were re-designated as departments, but much was unchanged in reality, with each department still represented on the Board, normally by the Department Chair. Whereas no longer were there separate balance sheets, separate income and expense statements continued to be made for each department to help monitor their efficiency. There are separate audited statements for the Olympiad departments, as they are required by government in relation to grants.
Summary comments
I believe the changes have worked well and I have left with the administration about as efficient as it can be, given the diversity of activities run by the Trust. The departments have maintained their academic role in running the events. This involves wide responsibilities, including determining the formats and scoring systems of exams, preparing the exam papers, determining the (approximate) dates on which the activities run, and other administrative matters (if they are to change), syllabus directions, determining results and awards, selecting teams, issues with ceremonies (AMF with its large national and state ceremonies, the Olympiads with the blazer ceremony in conjunction with the science olympiads), surveying customers and analysing responses, and other academic matters when they arise, with the Executive Director of the Trust employed to ensure carrying out the policies on a day-to-day basis and to be a leader in general strategy development. In my view, the departments created all the activities they run, and are the strength and stabilising mechanism of the ongoing success of the Trust, and are needed into the future to ensure this. The department committees comprise a lot of people with a high degree of knowledge and experience, and in fact are the best people for the purpose available in the country. And the financial management, while sound before, especially with AMF, which carried the main load before 2005, now has input from very experienced people who did not have a role before. The Board does have a role of intervening and/or consulting with the department committees where they see a need existing, but in the life of the Trust, before or after 2005, this has not been needed.