A corporate governance scandal is rocking the Royal Australasian College of Physicians (RACP), with allegations of lavish spending, bullying, and a power struggle at the highest level. This crisis has unfolded amidst a backdrop of extraordinary general meetings (EGMs), doctored documents, and a court battle that has left many questioning the integrity of the organization's leadership.
A Tale of Power and Intrigue
It all began on a seemingly ordinary evening in June, when RACP directors and executives dined at the luxurious Bambini Restaurant in Sydney. Little did they know that this convivial gathering would be a prelude to a boardroom brawl that would shake the very foundations of the College.
The next day, Chair Jennifer Martin and her allies took a bold step by calling for an EGM to separate the roles of RACP President and Chair. Their motive? To prevent popular director Dr. Sharmila Chandran, who had turned whistleblower, from becoming Chair of the Board.
The Whistleblower's Plight
This move sparked a tumultuous battle within Australia's peak medical body, with allegations of bullying and questionable corporate practices. The dispute eventually landed in court, with proceedings closed to the media. Documents obtained by MWM reveal alarming irregularities in the Board's governance, including excessive spending, altered meeting minutes, and a failure to keep the RACP's 32,000 members informed.
Fast forward to October, and Dr. Chandran, who had brought whistleblower claims of bullying against Chair Professor Martin, found herself in the witness box for a grueling two and a half days at a Fair Work Commission hearing. She was the only witness cross-examined, and despite her lawyers' requests, they were not allowed to question the other side. The media was also excluded from the proceedings at the RACP's request.
A Victory for the Whistleblower?
In a surprising turn of events, Dr. Chandran was re-elected to the Board with a significant majority, despite the Board's attempts to remove her. This re-election suggests that many within the College support her stance and are concerned about the governance issues she has raised.
The Costly Battle
The ongoing board spat has come at a high price, with staff at RACP under immense pressure. MWM has obtained evidence showing an extravagant overspend by the Board, exceeding the RACP Governance Budget, on lawyers and EGMs. The estimated costs exceed $1 million, with $250,000 spent on the three EGMs alone and over $300,000 going to the law firm Norton Rose Fulbright.
Controversial Charter Changes
In addition to the governance saga, MWM has uncovered changes made by Chair Professor Martin to the RACP Charter. The new Charter, dated May 2, 2025, introduces clauses allowing the Chair and/or Treasurer to investigate directors. This raises questions about conflicts of interest and the potential violation of the Corporations Act (S203C), as it is unusual for a Board to have the power to dismiss a director.
The Requisitioners' List
In September 2025, the Board announced that they had 100 signatories to remove Dr. Chandran, but they did not publish the list of requisitioners to members, despite external legal advice stating that they had a legal obligation to do so. Tensions had been building on the College Board for some time, and at a meeting in May, things came to a head when the company secretary was prevented from doing her job, and the Chair attempted to control access to the meeting.
According to sources, the Chair removed comments made by Dr. Chandran from the meeting minutes, even though they had been included earlier by the company secretary, as per standard corporate governance practice.
The November Showdown
As the crisis continues, another EGM is scheduled for November 26, where the Board will once again attempt to remove Dr. Chandran as a director. RACP is estimated to spend another $200,000 on this meeting, bringing the total overspend to approximately $450,000. Despite a failed motion on October 31, where Dr. Chandran received 65% of the vote (8,200 votes), the Board persists in its efforts to remove her.
A Call for Transparency
In response to questions from MWM, Professor Jennifer Martin, Chair of the Board and President of RACP, emphasized the importance of transparency and good governance. She stated that all expenditure has been approved and subject to external audit, and that College funds have not been used to "shut down" any person. However, she declined to comment on internal deliberations or individual directors' remarks.
The College's governance processes, according to Professor Martin, include mechanisms for directors to raise concerns about minutes, and these processes were followed. She reaffirmed the College's commitment to transparency and good governance while maintaining appropriate Boardroom confidentiality.
The Final Word
As the battle between Dr. Chandran and the RACP Board continues to play out, one can't help but wonder: Who is truly acting in the best interests of the College and its members? The controversy surrounding the governance issues, the expenditure of members' funds, and the alleged bullying raises important questions about the integrity and accountability of those in power. This story serves as a reminder that even within esteemed institutions, power struggles and questionable practices can emerge, leaving a trail of confusion and concern in their wake.
And this is the part most people miss: the impact of such scandals on the very purpose and mission of the organization. When leadership is distracted by internal battles, the core values and goals of the institution can be forgotten. It's a cautionary tale that highlights the importance of strong governance, transparency, and a commitment to the greater good.
What are your thoughts on this corporate governance nightmare? Do you think the RACP Board's actions are justified, or is there a deeper issue at play here? Feel free to share your opinions and engage in a thoughtful discussion in the comments below!
