Five days after Mick Bainbridge became the youngest elected president of RSL NSW, he met with the chair, Sophie Ray, at a Wollongong cafe to discuss how they would work together on the board.
The power dynamic was fraught.
RSL NSW president Mick Bainbridge, pictured at the Domain in July.Credit: Kate Geraghty
Bainbridge, a veteran who served in Afghanistan, had won the presidency by popular vote, though it was largely a figurehead position. Ray, a former lawyer with no military experience, was appointed to the board as an independent director and now had oversight of it.
He was outspoken, pugnacious, charismatic, and lauded as the face of generational change when he joined the board after the 2017 Bergin Inquiry that uncovered fraud, cover-ups and mismanagement. She was a professional company director and rule abider who gained personal satisfaction from mentoring young women.
Over the previous few days, she had called, texted and emailed Bainbridge to offer her congratulations, and was met with silence. Then he had suggested the meeting.
It was mid-October, and the breath of winter still clung to the wind.
A year later, RSL NSW has imploded. Ray resigned from the board last week after an internal complaint that she filed against Bainbridge was leaked to the Herald, and the powerful District Presidents Council called for her scalp.
External lawyers have been engaged to investigate Ray’s allegations. Bainbridge has also denied separate claims aired under parliamentary privilege that his law firm exploited veterans by overcharging for legal advice.
The dispute sets the stage for a fiery annual congress in Newcastle this week, when sub-branch and district council presidents will meet to discuss RSL NSW’s strategic direction for the coming year.
The new chair, Louise Sullivan, has publicly supported Bainbridge, while promising that all allegations will be investigated. The leaking of untested allegations against Bainbridge to the Herald represented a “complete failure of governance and integrity”, she said.
“I have received overwhelming support for our president and the director involved and expressions of anger from the membership at how this situation has unfolded.”
Bainbridge said he always acted in accordance with his duties as a director and solicitor. “I make no apologies for fulfilling my role as president, ensuring RSL NSW always delivers vital support to veterans and their families now, and well into the future,” he said in a statement to the Herald.
But one sub-branch president has mused that the turmoil now embroiling the organisation repeats some of the themes that Bergin raised: a lack of transparency and a culture that discouraged tough questioning.
When Bainbridge and Ray met in Wollongong, the governance issues that RSL NSW now faces were shimmering into view.
To Ray’s surprise, Bainbridge brought with him Paul James, a fellow RSL NSW director and his partner at law firm Operational Legal Australia, which specialises in advising veterans and sub-branches. According to Ray’s official complaint, she raised with them the concerns held by many veterans that the pair’s legal and lobbying work might create a conflict of interest for them if they were discussing matters on the board that affected their clients, including the incorporation of sub-branches, which RSL NSW opposed.
This could be managed by listing their sub-branch and member clients on the standing conflicts of interest register, she suggested. But Bainbridge and James allegedly dismissed her suggestion.
RSL NSW director Sophie Ray resigned from the chair four months before her term expired.Credit: Business News
“Both Paul and Mick disagreed with this and said they would not provide any details of the clients for whom they were acting,” she wrote in her complaint. “Paul told me that he and Mick would only have a conflict of interest if they were acting in litigation against RSL NSW sub-branches or members, and that if they were providing legal advice about, for example, property transactions or incorporation, there was no conflict of interest, and they did not need to disclose that work.” They would pass any other work to other solicitors, they said.
Ray was not convinced this approach would eliminate potential conflicts of interest, however, and the matter became an ongoing point of friction. Bainbridge declared before successive board meetings that OLA was acting for “various sub-branches”, while resisting requests to name them specifically, and board members became increasingly frustrated. James finally handed the list to another director in May.
Bainbridge said in a statement to the Herald he was very aware of conflicts of interest, and recused himself from meetings if and when required. “We maintain that all conflicts, real or perceived, have always been addressed appropriately, effectively and in accordance with my duties as a director and a solicitor,” he said. “As a law firm, OLA has robust information barriers allowing us to manage any real or potential conflicts of interest should they arise.”
Tensions arose over the timing of the Pandemonium concert and the Anzac Day march earlier this year.Credit: Kate Geraghty
By the beginning of this year, a new issue was emerging. On January 22, promoters started advertising the Pandemonium 2024 concert, featuring Alice Cooper, Blondie and Wolfmother, to be held in the Domain on Anzac Day. Bainbridge felt it was disrespectful to veterans and might interfere with the Anzac Day march. He called Premier Chris Minns to say it should not be allowed to go ahead.
When he told Ray that he had done so, she viewed it as overstepping his authority, and believed it risked politicising RSL NSW. The board did not have a position on the concert, and the RSL NSW constitution does not confer greater powers on the president than any other director of the board. She suggested a meeting of the board.
Bainbridge allegedly demurred that he was handling it, and over the following days it became clear that he and Minns had settled on an immutable position. He declined to return the calls of the concert promoter’s lobbyist, former Liberal leader Kerry Chikarovski. Instead, he told Ray he was drafting a letter to the premier to firm up the government’s position for possible legal action.
In an increasingly heated text message exchange on Australia Day, Ray repeatedly urged him to bring the letter to the board.
NSW RSL president Mick Bainbridge (left), Premier Chris Minns and Paul James, NSW RSL board member and Bainbridge’s business partner.Credit: Facebook
“If you’re going to do anything formal in writing to the Premier … could you please, before you write the letter, bring it to the board?” Ray said. “This is not a decision you have the power to make.”
Bainbridge had put aside the public holiday to spend time with his family and celebrate the life of his brother, who died four months earlier. After Ray’s sixth text message, he snapped. “I’m only going to say this one more time,” he said. “I am with my family. It’s a public holiday … I have spoken with the premier and things are sorted … JUST WAIT.”
When the premier announced that the concert would not go ahead in the Domain, Bainbridge was roundly congratulated. “Mick hit it out of the park,” one board member commented in the flurry of emails that followed. Only Ray raised concerns about Bainbridge’s conduct.
“While I understand that members generally will be happy that we are standing up for the sanctity of Anzac Day, my concern is about the lack of governance, strategic and risk consideration in how this matter has been conducted,” she said.
The tension between process and outcomes re-emerged six months later, when Bainbridge appeared at a media conference beside Minns as he announced that from 2025 all retail trading would be banned on Anzac Day.
An extended Anzac Day retail ban had long been advocated by the retail workers’ union, the Shop Distributive and Allied Employees Association, and successive RSL leaders had been asked to support it. But the RSL membership was divided on the issue, as some veterans owned businesses and others valued the penalty rates, and RSL NSW’s formal position was that it did not support a mandated shutdown.
The announcement of an extended trading ban blindsided the employers’ association and RSL NSW alike. RSL NSW chief executive Giles Hurst explained in an email to Ray that the premier’s office had brought his team into the tent 24 hours before the press conference, and he saw it as an opportunity to position RSL NSW as the lead ex-services organisation commenting on public policy. But Ray saw it as another instance of the board being sidelined.
By this time relations had irretrievably broken down, and previously unsaid views were being openly ventilated in board meetings and emails.
A strategy day in early March descended into a slinging match. Ray was accused by one director of gaslighting. Another complained that her practice of referring to “old” and “new” members made him feel second class. On March 21, Ray told Bainbridge she no longer wanted to meet him without a support person present, and he threatened her with legal action. She wanted a board consultant, he wanted her to resign. They both got their way.
By the time the consultant released his report – which found that entrenched factions and interpersonal conflicts had rendered the board dysfunctional – Ray had agreed to step down. It was announced by way of a carefully drafted public statement, that thanked Ray for her “dedicated service and leadership”.
Bainbridge had one request: that the words “and leadership” be deleted. A month later, she filed her complaint.
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