Dover’s extensive compliance reviews

In the period 2013 to early 2018 nine external consultants reviewed McMasters’ and/or  Dover’s compliance. They included Deloitte, PricewaterhouseCoopers, First State Super, Australian Super, Holley Nethercote, Imac Legal, Sophie Grace, MLA Lawyers and Integrity Compliance. And Dover’s 12 in-house compliance lawyers….

Terry’s and Flo’s advices were reviewed internally by Dover’s compliance team before they were sent to the clients.  Dover’s compliance manager in 2014 was Ms Yin Low.

Yin is now a senior consultant at Deloitte[1]. Yin has a master’s degree in law from Melbourne University, is both a solicitor and a financial planner, and is generally a very competent woman. Yin’s ten or so SOA compliance review staff were pretty much the same. Yin is pictured above with Mina Andrawis, from Dover Legal, at her Supreme Court admission ceremony.

Mina is as solicitor and a financial planner and is now a partner with Simon Lo in the financial services specialist law firm MLA Lawyers. Dover Legal also reviewed Terry’s advice, focusing on the best interest duty and the appropriateness of the advice to Dr Amit’s circumstances.

You can read about Dover’s SOA review process in Part 10 of the Dover Adviser Information Booklet April 2018. Some illustrative diagrams are included at the close of this chapter.

Dover’s advisers

Dover had more than 400 advisers when ASIC forced it to shut. None of these advisers have suggested Dover’s compliance systems were not exactly what Dover said them to be. Many advisers came from other AFSLs where they experienced difficulties but flourished at Dover.

(Two, Palmer and Smith, were interrogated in-absentia by the Royal Commission. They were made to sound like scoundrels. The reality was ASIC found their work to be excellent at Dover,. How the Royal Commission created fake bad evidence and hid good ASIC evidence for Adam Palmer and Andrew Smith is discussed in chapter 25.)

The most robust SOA review processes

In 2013 Holley-Nethercote a well know AFSL compliance law firm described Dover’s SOA review processes as the most robust they had seen. This was quite a compliment because they are the premier AFSL compliance consulting law firm.

Extensive due diligence by each of Deloitte and Holley-Nethercote in 2015/16

In 2014 First State Super[2] (FSS) approached Terry with an offer to buy McMasters’ Accounting Solicitors and Financial Planning. FFS was particularly interested in the financial planning practice and subjected McMasters’ to an extremely detailed and demanding due diligence[3]e process over an eight-month period. Its review focused on Terry’s systems and processes for advising doctors, dentists and other high net worth clients.

FSS used its own compliance staff (it ran three large AFSLs). FSS also instructed consultants from Deloitte and Grant Holley from Holley Nethercote to take a deep dive into McMasters’ and Dover’s SOA preparation and review processes.

Terry was not provided with their reports: they were confidential to FSS. But Terry was told McMaster’s passed with flying colours. Each of the three review groups were satisfied with the quality of the McMasters’/Dover advice[4].

The three consultant’s reports are available but have not yet been requested.

Extensive due diligence by AustralianSuper and PriceWaterhouseCoopers in 2013

In late 2013 Dover was subject to a detailed due diligence exercise by each of AustralianSuper and its consultant PricewaterhouseCoopers[5].

More extensive due diligence by Australian Super in 2016/17

A second follow up review was completed by AustralianSuper in 2016/17. Its purpose was to confirm Dover’s advisers provided compliant and ethical advice to AustralianSuper members.

In 2016 AustralianSuper was concerned Dover’s rapid growth was not matched by its compliance resources. It came back to make sure all was in order. Dover was its largest affiliate. AustralianSuper had a vested interest in Dover being competent to provide services to its 2,200,000 members around Australia.

AustralianSuper was particularly interested in “appropriate compliance frameworks and oversight processes to ensure quality advice is provided to our members”.

 

 

 


Annual review by AFSL compliance law firms.

Over the three years to 2017 Sophie Grace, Holley Nethercote and Integrity Compliance each separately reviewed Dover’s compliance processes.

They each reported all was in order at Dover.

 

 

 

 

 

In-house review by expert compliance staff: detailed internal review of all SOAs

Dover employed 12 legally qualified Australian compliance staff. Some were also solicitors, accountants or financial planners. Some were all three. The compliance team reviewed every SOA before it was sent to the client. 

Separate independent review of every SOA by MLA Lawyers

From mid-2016 on MLA Lawyers reviewed every Dover SOA for compliance with the best interests duty (section 961B(1), not section 961B(2)) and the appropriateness of advice rule[6].

This was a unique feature of Dover: literally every SOA was reviewed three times before it was sent to the client. Once in Dover’s Vietnam office. Once in Dover’s Australian Office and once by MLA Lawyers[7].

Terry McMaster is not an owner of MLA Lawyers. MLA Lawyers started doing this in August 2016. Previously Dover Legal reviewed every Dover SOA. Terry was an owner of Dover Legal. This is why the process changed: Dover wanted the final review to be independent.

You can look at MLA Lawyer’s website here: www.mlalawyers.com.au.

  Table showing Dover’s Compliance Staff at June 2018
    Role Academic qualifications Professional qualifications
1 Terry McMaster Responsible manager Solicitor LLB (University of Melbourne) Bachelor of Commerce;
Diploma Financial Services
Solicitor, Accountant & Financial planner
2 Adrian McMaster Training Manager Bachelor of Commerce (Melb); Diploma of Psychology (Melb) Diploma of Theology; Diploma Financial Services
Bachelor of Laws (UNE)
Accountant, Financial Planner & Psychologist
3 Florence Tee Responsible and Operations Manager Bachelor of Commerce (Major in Accounting and Finance) CPA Diploma of Financial Planning Diploma of Finance and Mortgage Broking Management Accountant (CPA)
Financial Planner
Mortgage Broker
4 Mina Andrawis Senior solicitor
Legal Counsel
LLB and Graduate Diploma of Legal Practice
Bachelor Financial Planning
Solicitor
Financial planner
5 Yin Low Solicitor
Responsible and Compliance Manager
LLM (University of Melbourne) and LLB (Hons) (Cardiff University) and Graduate Diploma of Legal Practice
Diploma of Financial Planning
Solicitor
Financial Planner
6 Jeremy Sim

 

Solicitor
Compliance Consultant
Paraplanner
LLB (Hons) (Monash University)
Graduate Diploma of Legal Practice
Diploma of Financial Planning
Solicitor
7 Avril Matimba Solicitor
Compliance consultant
LLB and Bachelor of Commerce
Graduate Diploma of Legal Practice
Solicitor
8 Margaret Patrick Solicitor
Compliance consultant
Juris doctor (Monash) Bachelor of Arts (Melbourne)
Graduate Diploma of Legal Practice
Solicitor
9 Serina Pham Solicitor
Compliance Consultant
Paraplanner
LLB (Monash University)
Bachelor of Arts (Monash University)
Graduate Diploma of Legal Practice
Solicitor
10 Quinn Liu Compliance consultant
Paraplanner
LLB (Bond University)
Graduate Diploma of Legal Practice
Solicitor (not practicing)
11 Ashlee Young Compliance consultant Master of Law Deakin University
Master of Commercial Law Deakin
Solicitor (not practicing)
12 Charnelle Matimba Compliance consultant Bachelor of Law (Hons) (Deakin), Bachelor of Science (Distinction) (Deakin), Graduate Diploma in Legal Practice Solicitor (not practicing)
13 Caitlin Xiao Compliance consultant Bachelor of Accounting and Finance (Monash)

An interesting omission by everyone but ASIC

Deloitte is the largest consulting group in the world. PricewaterhouseCoopers is the second largest. Holley Nethercote is leading AFSL consulting firm in Australia. Integrity Compliance, Sophie Grace and MLA Lawyers are pretty good too. Australian Super is the largest super fund in Australia. First State Super is big too and was particularly focused on the techniques used to advise Terry’s doctor clients.

None these experts identified the issues the ASIC experts identified. This is so even though they used the same data as ASIC, and actually visited Dover’s offices, spending long weeks wading through detailed documents and interviewing Dover and McMasters’ staff[8].

This is an amazing point of difference. How did not one of Deloitte, PriceWaterhouseCoopers, Holley Nethercote, Imac Legal, Sophie Grace, MLA Lawyers, Integrity Compliance, Australian Super and First State Super, or one of Dover’s 12 in-house compliance consultants identify Terry and Florence were really running super and property scams?

ASIC picked it up straight away. Two states away with less than one hour of face to face contact. The ASIC team did not even check with Dover to make sure they were right. They were that sure they were right.

ASIC never met with Dover

After day 1 ASIC never met with Dover to discuss progress or findings in its investigations. Everything was done from afar, apparently ASIC’s Brisbane office. On day 1 the ASIC investigators surprised the Dover team by arriving late at 10.00 am. They then left early, just after 11.00, am for a lunch date in the city. They spent less than an hour at Dover.

Dover never saw or heard from them again, except for lawyers’ letters asking for various documents. All Dover’s requests for feedback and meetings were declined.

To this day ASIC has not met to discuss its investigations with Dover. This is despite numerous and requests spanning three years. Dover could not have been more cooperative. Dover repeatedly asked for feedback and even undertook to rectify any concerns ASIC identified in its investigations[9].

ASIC misleads and deceives Dover, to put the kindest spin on it

Worse, when ASIC did finally respond to Dover’s requests for meetings and feedback it was, to put the kindest possible spin on it, misleading and deceptive. Others would say ASIC did not act fairly and honestly and deliberately gave false information to Dover. This was to deny Dover the opportunity to rectify any shortcomings before Dover was hauled before the Royal Commission expected to be announced any day soon.

Dover was proceeding in absolute good faith. ASIC was not.

Hi James

I hope you are well and that all is well. We are preparing the information you have requested and, and this should be available under your requested time frame.

We confess to concern about the strong overlap and repetition with the information already provided to ASIC over the last 12 months and in previous years going back as far as 2012. We are also concerned about your statement that you are investigating possible breaches of section 912A and the best interests duty and related provisions.

Can you please let us know in what respects you believe we have breached section 912A and which statements of advice you believe were not in the client’s best interest. Being specific here means we can greatly speed up the review process and I undertake to provide the specific information plus any extra relevant explanations to you as soon as possible. We also want to mitigate any damages that may be occurring if your concerns are valid. 

Could you please fill us in on the progress of the surveillance audit and ASIC’s thoughts/findings to date? We had hoped for some feedback by now and are obviously keen to see if there is any way we can do things better. We formally requested an interim report/feedback in about November 2016, but none was provided.

Further, I feel a meeting is a good idea. Are you able to come out to our office to discuss the matter? I would like to take the opportunity to walk you through our processes so you can see for yourself how we review statements of advice, and to also answer any questions you may have about our processes and how we ensure we comply with the law.

I think a meeting like this will add greatly to your understanding. Please feel free to ring me on my mobile 0417 451 961. Unfortunately, I am in meetings this afternoon. But I am available at 9.00 am tomorrow afternoon[10].

Kind regards

Terry McMaster/Director

 


ASIC’s general law obligation to act fairly

One is reminded of the standard of behaviour expected of ASIC’s FSE unit under the Australian government’s model litigant obligations. Eugene Wheelahan writes well in his article Model Litigant Obligations: What are They and How are They Enforced.

Eugene pertinently points out these obligations derive from the Government’s broader obligations act fairly in its dealings with the public[11]:

ASIC fell short of the standard of care stipulated by some of the great minds of Australian legal history.

Not only did ASIC refuse to engage with Dover, when it did engage it omitted its key concerns. This was intended to mislead and deceive Dover, and in fact did mislead and deceive Dover into believing all was well.

 

 

 

 

 

[1] Deloitte approached several Dover compliance staff offering senior consulting roles. This appears connected to a compliance review completed by Deloitte for First State Super in 2016

[2] The NSW based First State Super merged with the Victorian based Health Super in 2013. Terry had for years actively recommended Health Super to his compliance clients.

[3] Interestingly Deloitte approached Dover’s compliance staff including Yin Low with employment offers after ASIC closed Dover.

[4] McMasters’ received an offer to sell its financial planning practice to the fund in 2015. It was a very good offer and after much reflection McMasters’ decided to decline the fund’s offer and withdraw from the sale process.)

[5] Terry McMaster worked for Price Waterhouse in the nineteen-eighties as a tax manager specializing in life insurance taxation.

[6] MLA Lawyers also attended Dover’s compliance meetings, and were usually seated in work stations next to Dover’s SOA review team so they could constantly engage in the SOA review process. Terry McMaster also sat in a workstation with Dover’s SOA review team so he was constantly engaged in the SOA review process.

[7] Holley Nethercote described this as the most robust adviser supervision system they had seen

[8] At one stage First State Super had more than 20 staff on its Dover due diligence project

[9] We have had the benefit of reading all documents provided to the Royal Commission’s second round of hearings. We can say with complete confidence Dover was the only AFSL that offered to rectify any concerns ASIC had even before ASIC said what they were.

[10] There are other e-mails from Dover to ASIC like this, ie asking for meetings and seeking feedback. By and large ASIC ignored them. Dover should have asked the crew from the AMP to ask the ASIC head honchos out for a drink instead

[11] Extracted from the Federal Court’s website on 12 March 2019