Lavish spending, a board-room brawl, bullying allegations and a court stoush, a suite of EGMs and doctored documents have the Royal Australasian College of Physicians in crisis. Michael West investigates.
On June 26, directors and top executives from the Royal Australasian College of Physicians (RACP) gathered for dinner at the swish Bambini Restaurant nestled above Sydney’s Hyde park within the grand sandstone of the St James Trust Building.
The bill came to around $6,000 so the top brass must have partaken of Bambini’s ‘award-winning wine list’ as well as its captivating culinary experience, sophisticated ambience and ‘Parisian charm’. It was a convivial evening whose festivities did not portend the intrigue which was to follow.
Move against whistleblower
The very next day, the chair Jennifer Martin and her allies called for an extraordinary general meeting to split the role of RACP president and chair, a move designed to stop popular director turned whistleblower Dr Sharmila Chandran from becoming chair of the Board.
This set in train a tumultuous board stoush at the top of Australia’s peak medical body with allegations of bullying and dubious corporate practices which has since spilt into the courts, the court even closing proceedings to the media.
Documents obtained by MWM show alarming irregularities in corporate governance by the Board, including excessive spending, altered Minutes of Meeting, failure to keep the RACP’s 32,000 members informed and the ignoring of external legal advice on good governance.
Fair Work secret bullying proceedings
Fast forward four months and at a three-day hearing of the Fair Work Commission in October Dr Chandran, who had brought whistleblower claims of bullying against the chair Professor Martin, was herself grilled in the witness box for two and a half of those days.
Chandran was the only witness to be cross examined and, not only did counsel for the College succeed in their request to close the Court for confidentiality, the whistleblower’s lawyers were not permitted to question the other side.
Curiously, the media was turfed out at the request of the RACP and, despite Dr Chandran’s claim of bullying in the workplace, she was forced to endure a harrowing 15 hours in the witness box. The matter has been held over until next year.
In the meantime, in the wake of the Fair Work hearing, Dr Chandran was re-elected with a handsome majority to the Board, despite the Board’s efforts to depose her.
An EGM … make that three
The next chapter in this extraordinary board spat is likely to draw the ire of many of the College’s members as another EGM is set down for later this month, November 26, at which the Board is again attempting to have her removed as a director.
All this has come at a high cost, and staff at RACP have come under enormous pressure.
MWM has obtained evidence which shows an extravagant spend by the Board, an extravagant over-spend that is above the RACP Governance Budget, on lawyers and EGMs.
Among the more than $1m in estimated costs is $250,000 on the three EGMs brought to stop Dr Chandran from becoming chair and well over $300,000 for law firm Norton Rose Fulbright.
MWM has put questions to RACP (see questions and responses below). RACP did not directly respond to questions but chair Professor Martin provided a statement which said the College “remained committed to good governance” and noted in respect of the treatment of Dr Chandran:
“College funds have not been used to “shut down” any person. All actions taken by the Board have been directed to ensuring the proper functioning of governance.”
Jigging the Charter
Further to the governance saga, MWM has viewed changes made by the Chair to the RACP Charter. The new Charter of May 2, 2025 made many changes including inserting clauses to provide for the chair and/or the treasurer to investigate directors. It is an unusual conflict of interest for, for instance, a chair to spend an organisation’s resources to personally investigate a director.
It is also unusual, perhaps counter to the Corporations Act (S203C), for the Board to have powers to dismiss a director. Normally, it is the Regulator who deploys this power, not directors of a company.
The squeamish Requisition
In September 2025 The Board announced it had 100 ‘requisitioners’ signed up to remove Dr Chandran and, later in the same month, announced the second EGM called to remove her, yet the Board did not publish the list of requisitioners to members.. MWM has seen governance advice by an external law firm saying the Board had a legal obligation to ‘publish the lists’.
Tensions had been festering for some time on the College Board. At the meeting in May this year, things had boiled over when the company secretary was impeded in doing her job and the Chair sought to control who was in and out of the meeting.
According to sources, the Chair removed comments made at the meeting made by Dr Chandran even though they had been included earlier in the minutes, as is routine corporate governance practice, by the company secretary.
Having spent $250,000 already on two EGMs to remove Dr Chandran, unsuccessfully, another estimated $200,000 will be spent by the RACP on the November meeting, again with the aim of removing the whistleblower from the Board.
The only resolution of the looming November meeting is to remove her, this despite the failed motion on October 31 where Dr Chandran romped back in with 65% of the vote (8,200 votes) despite all the Chair’s efforts.
Response to questions by Professor Jennifer Martin, chair of Board and President of RACP
We recognise the importance of transparency and accountability in all aspects of governance.
In recent years, like many member-based organisations, the RACP has faced complex governance issues and at Board level a high degree of conflict, and recently, disruption.
This has required independent legal and procedural advice. All expenditure has been approved in accordance with financial delegations and subject to external audit.
Expenditure on independent professional advice or meetings convened under the Corporations Act has been necessary to uphold those obligations, not to advance any individual interest.
College funds have not been used to “shut down” any person. All actions taken by the Board have been directed to ensuring the proper functioning of governance.
The ACNC and ASIC continue to have independent oversight of the College and its directors.
It’s inappropriate to comment publicly on internal deliberations or on individual directors’ remarks.
The College’s governance processes include mechanisms for any director to raise concerns about minutes, and those processes were followed.
We remain committed to transparency and good governance but not at the expense of appropriate Boardroom confidentiality and will continue to report financial and governance performance through audited annual reports and communications to members.
The questions which were asked
- MWM has seen email evidence of significant RACP governance spending above Budget (c $1m), much of it has been spent on lawyers and EGMs dealing with the Dr Chandran matter. Could the chair provide her view on how this level of spending of members’ money is justified?
- Do you agree that this amounts to spending money to shut Dr Shandran down?
- MWM has viewed changes made by the Chair to the RACP Constitution. The new Charter of May 7, 2025 made a lot of changes. How do you justify the changes in 11.2 which provide for directors to have each other investigated? Is it a conflict of interest for the Chair to spend College resources investigating a director (11.2)?
- 11.3 provides that a director found to be in breach can be dismissed by the Board. Is it not the Regulator, rather than the Board, which has and should have the powers to dismiss a director (Corps Act 203C)?
- According to the KWM governance advice to RACP regarding the requisitioners to remove Dr Chandran, the Board has an obligation to “publish the lists”. Has this been done, and if not why not?
- Should not this information be available to all RACP members?
- Could you please provide the names of those 100 who signed the requisition?
- Regarding the Board meeting in May, could RACP please explain on what basis the Chair altered the minutes of the meeting afterwards, adding that “the Chair abstained” from a vote on the RAO report? Also, why were comments made by Dr Chandran removed from the minutes?
- Was a complaint made about the changing of the Minutes, and how was this complaint dealt with?
- Has the Board taken legal advice on the Chair altering minutes of meeting and regarding the changes to the Constitution? What is this advice and who provided the advice?
Physician heal thyself: Royal College power-struggle spills into Court
Michael West established Michael West Media in 2016 to focus on journalism of high public interest, particularly the rising power of corporations over democracy. West was formerly a journalist and editor with Fairfax newspapers, a columnist for News Corp and even, once, a stockbroker.