The Quest for Yes

Wednesday, 24 January 2018

Claire Stewart

    Running a grassroots campaign for same-sex marriage reinforced the importance of a solid corporate structure and good governance for Australian Marriage Equality CEO and co-chair Janine Middleton GAICD and Australians for Equality co-chair Tom Snow FAICD.

    There’s electricity running through Tom Snow and Janine Middleton’s conversation the day after the House of Representatives passes amendments to the Marriage Act 1961 (Cth). The anticipation and adrenaline of the intense campaign to garner public support for the same-sex marriage plebiscite replaced with the glow that comes after a hard job well done. The co-chairs of Australian Marriage Equality (AME) are quick to credit the enormous grassroots support and volunteer network for the plebiscite win, which was by no means a certainty. The outcome is a nod to their ability to establish the right organisations with a strong governance structure to get the job done.

    Middleton, a former managing director of investment banking for JP Morgan in London and self-described pearl-wearing Catholic, liberal-voting, straight person, began work with AME as a full-time volunteer in September 2014. At the time, it was a small volunteer organisation “slightly on the fringe as far as charities go”. She introduced good governance practices, appointed KPMG as pro bono auditor and hired a top law firm. The AME board began having regular board meetings and in April 2015, Middleton joined Alex Greenwich MP as co-chair, with Phil Kershaw and Pauline Harbaugh as treasurer and company secretary respectively.

    Scaling up

    But as the probability of a plebiscite materialised, it became clear to Middleton and the team that AME was not the structure to run a national campaign and attract the right level of donations. “When we first heard the word ‘plebiscite’, my thought was to grow AME into a fit-for-purpose vehicle for a national campaign, but that wasn’t going to happen,” she says. “AME had, and still has, a grassroots culture very important to the campaign. [But] we knew we’d need millions of dollars and [therefore] needed to talk to the top end of town, both high-net-worth individuals and corporates. You need to have a board and management they’re comfortable dealing with.”

    In May 2016, the establishment of a separate sister organisation, Australians for Equality, was announced. “We didn’t want to lose the incredible work AME had done, but we wanted to create a capability that could scale up dramatically,” says Tom Snow. They drafted a memorandum of understanding between the two organisations, established common board members, co-ordinated their actions and used the same office.

    Creating those governance structures... meant we could attract donations and run the best campaign.

    Tom Snow, FAICD

    “We ended up with a dual structure,” says Snow. “You have to have the right corporate structure for the right goals, and the structure for AME is very different to that for the equality campaign because they had different goals and objectives. Creating those governance structures around the equality campaign meant we could attract donations, attract the best staff and, ultimately, run the best campaign.”

    Crunch time

    With the August 2017 announcement of a postal vote the equality campaign kicked into gear, swelling from 12 to 83 paid staff and 15,000 volunteers over a 12-week period. It has wound down just as rapidly. “Unless you’re robust, you can’t do that,” says Middleton, who also serves as COO of Australians for Equality.

    You also can’t woo big donors. Middleton says such donors wanted to know the organisation’s delegation policy, wanted to see clean audits and were interested in the nitty gritty, such as how many approvers it took on the bank (two).

    “We’d go to see a major donor and would have to put together a due diligence pack six inches thick, with our constitution and absolutely everything in it, so their people could go through and say, ‘Yes, they’ve got the right boards, the right people, the right auditors for both companies, the top lawyers’. If we hadn’t had that in place we mightn’t have got that cheque for $10,000.”

    The whole exercise has been a valuable learning experience, despite the duo’s strong business, boardroom and deal-making backgrounds. “I’d sat on small boards that were charities… and I’d done the Company Directors Course, but when you’re actually trying to raise large amounts of money, you realise how critical it is to have the structure in place to start with. It’s not something you can change as you go; it’s not something you can do down the track. It has to be rock solid and in place from the start.”

    Middleton, who stepped into a new full-time role as CEO of the Paul Zahra chaired LGBT+ charity Pinnacle Foundation last December, says her AME experience also changed the way she views governance in organisations. “As part of the [Pinnacle] interview process … I asked questions about their governance structures. I wanted to [be certain] we wouldn’t be exposed in any way.

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