AN Australian Wool Innovation board nomination committee advertisement seeking candidates for the 2025 director election has failed to specifically reference key skills held by departed and restanding board members, or outlined in its current Statutory Funding Agreement 2025-2034.

The failure to reference technology and research skills in the advertisement has raised new concerns about the independence of the BNC process from AWI and the possibility that the advertisement’s criteria would assist the board and the BNC to favour certain candidates over others, seemingly inconsistent with the SFA and a 2024 AWI board skills matrix developed in an external review.

An AWI spokesman has claimed that the company had no oversight of the advertisement’s content; however, Sheep Central has learned that the ad’s skills list is based on an AWI summary of an internal mid-2025 director skills review provided to the BNC, indicating what skillsets the board required in potential candidates.

Three seats are vacant on the AWI board this year, with the chairman Jock Laurie standing down under the 10-year rule and sheep veterinarian Dr Michelle Humphries seeking re-election as part of the normal cycling of directors who have served six years. Former AWI director Emma Weston resigned last month without explanation, less than two years after she was identified by the AWI BNC as a preferred skills-based candidate for specific skills of “digitisation, supply chain, corporate governance and international exposure.”

Dr Humphries was elected in 2019 ostensibly for her science and research background, with the support of then chairman Wal Merriman, and she received the BNC’s recommendation to shareholders along with fellow new candidate Noel Henderson and restanding directors Mr Merriman and David Webster. AWI chairman Jock Laurie sold Sheep Central in June that Dr Humphries “with her scientific and research background has also brought skills that a lot of wool growers don’t possess themselves.”

Sheep Central has confirmed that three new election candidates — former AWI research manager Paul Swan, Merino stud breeder and former shearer Drew Chapman, and wool operation manager Anthony Uren — have all had their 100 eligible AWI shareholder signatures validated for the election. Now it is up to the BNC to potentially recommend any additional candidate(s) under the  skills-based non-executive director process.

Research and technology not mentioned in BNC ad

The AWI BNC advertisement published recently makes no specific mention of technology or science/research skills, stipulating that to be successful candidates will be collaborative with strong strategic and problem-solving skills and have the following experiences and expertise:

–          Sound knowledge of, and experience in, the wool industry, preferably including off-farm experience;

–          Understanding of governance and board decision-making processes;

–          Board experience with a corporation or similar entity to AWI;

–          Stakeholder management experience, especially with government, will be highly regarded.

However, the BNC’s charter requires the committee to have regard to “the combination of directors that will, in its view, best ensure that the board collectively has an appropriate balance of skills and experience and the skills identified in the company’s board skills matrix, board diversity and the board’s succession plan and renewal needs.”

The BNC charter also stipulates that the BNC “identify necessary and desirable director competencies having regard to the skills and experience of the current directors of the company who are not standing for re-election at the relevant general meeting, the nature of the business and affairs of the company, and the strategic plan of the company, and will endeavour to ensure that the board has, or has access to, the appropriate range of expertise to properly fulfil its responsibilities.”

AWI’s current SFA stipulates that a skills-based board means a board of directors which can demonstrate collective expertise against a range of collective areas, specifically including “research and development, innovation, technology and technology transfer, commercialisation and adoption of research and development.”

AWI’s 2023-2024 annual report included a 2024 self-assessment and external review of the currency of skills and experience for each director, while Ms Weston and Dr Humphries were on the board. The matrix showed that research & development, and technology transfer/commercialisation were lower ranked, or less represented than other skills in director skillsets.

The above skills matrix shows the extent to which directors collectively possess the required skills. The review found that the collective knowledge, skills and experience of the AWI board across the key skill categories is at a level which will enable the board to continue to fulfil its responsibilities.

“There are opportunities to enhance directors’ skills and knowledge in the lower ranked categories through director development initiatives within AWI and externally as appropriate.”

Research and supply chain digitisation skills critical – WoolProducers

WoolProducers Australia general manager Adam Dawes said the body believed that research, traceability and supply chain digitisation are of critical importance to the wool industry and will remain so for the foreseeable future, with this being the case it would be pertinent that these skills are present within the board moving forward.

“WoolProducers cannot see that the need for these skills (research, traceability and supply chain digitisation) have become any less relevant in recent years,” he said.

“On the basis of the skills for which Ms Weston and Dr Humphries were elected, their departure will/would (respectively) seemingly lessen the collective board skills and knowledge in based on the categories that were identified as lower ranked following the 2024 review.

“It is difficult to see why the lower ranked skills identified in the 2024 review aren’t being actively targeted during the current recruitment process.”

Candidates applying through the direct BNC stream, if approved, are not required to acquire the validated 100 eligible AWI shareholder signatures that other nominees must collect to be eligible for the election. The BNC traditionally recommends to shareholders prior to director elections its preferred candidates – from the direct and 100 signature streams — and these are often endorsed by the AWI board, paving the way for preferred candidates to receive significant unallocated chair proxies. Skills-based nominees had until 29 August to send their resume and covering letter to [email protected]

In June this year, AWI said the board nomination committee is responsible for identifying necessary and desirable director competencies; considering candidates standing for election or re-election at any general meeting of the company, and; making non-binding recommendations to shareholders in relation to the election or re-election of candidates. Those recommendations will be provided to shareholders in October.

The board nomination committee comprises independent chair Claudia Bels, independent non-executive AWI directors George Millington and Neil Jackson, independent wool industry representative nominated by the Wool Industry Consultative Panel Rich Keniry and Michael Rosmarin from international executive search firm Johnson Partners.

The opening date for receipt of shareholder nominations is Thursday 28th August and nominations close on Friday 12th September.

BNC chairman refuses to comment on the process

Ms Bels could not be contacted to ask why the skill list in the BNC non-executive director advertisement did not include some skills specified in the AWI Statutory Funding Agreement and or among the lower ranked skill identified in the 2024 external review of the AWI board, ie research & development and technology transfer.

An AWI spokesman said AWI had spoken with Ms Bels “and “she said that as she is independent and outside of the organisation, it would not be appropriate for her to comment on the process.”

The AWI spokesman said the BNC was responsible for the text, including the skills criteria, in the advertisement and the AWI board had no final oversight.

“The ad was not reviewed nor altered by the AWI board.”

An AWI spokesman said the text of the advertisement was finalised by the search firm and approved by the BNC.

“The language used was determined by the BNC,” the spokesman said.

The advertisement was digitally published in The Australian for one week from 13 August and in the print versions of the Stock Journal, Farm Weekly and The Land on 14 August. It was also published on viewjobs.com.au — the regional papers digital job platform — for one week.

The spokesman said AWI funds all costs associated with the BNC, including the advertisements.

Some applicants have been received via the advertisement, but the search firm has not provided AWI with more details, he said. Interviews will start on September 25 and 26, and the AWI board will consider the BNC’s recommendation on October 2nd and it will be released after that.