AUSTRALIAN Wool Innovation’s board nomination committee has recommended David Jones executive Georgia Hack as its number one pick for election to the board this year.
AWI today named the BNC’s four preferred director candidates it believes have “the optimal skills and experience to serve on the board” – new candidates DJ marketing and communication general manager Georgia Hack and Michell chief executive officer Steven Read, and re-standing directors, chair Jock Laurie and Don Macdonald.
However, the BNC’s report on the AWI website said it believes Georgia Hack “would add most to the skills base of the AWI board and move towards addressing the area of need identified in the board’s annual review.”
“The three others have individual, but equally valued strengths from which the board would benefit,” the BNC said.
“Whilst all of the other 3 candidates had diverse skills and experience relevant to the wool industry, none of them were regarded as being as suitable as the recommended candidates.”
The other three candidates in the election are New South Wales wool grower and former MerinoLink chair Michael Field, South Australian grower Sydney Lawrie, and NSW grower and Australian Wool Growers Association director Chick Olsson.
No AWI board recommendation on candidates
The AWI board has resolved to accept the report of the BNC and has not given a recommendation to shareholders to support the four candidates put forward by the BNC, because the board can only recommend a number of director candidates equal to the number of vacancies. In this case, that is likely to be three vacancies, AWI said.
However, the board has resolved that open proxies directed to the chair will be voted in favour of three candidates – Georgia Hack, Jock Laurie and Don Macdonald. Both existing directors recused themselves from these discussions, AWI said.
Shareholders are not obliged to follow either the BNC recommendations or the AWI board decision on voting for director candidates, AWI said.
AWI today said the BNC’s non-binding recommendations were made after the BNC concluded its report on 1 October to confirm the eligibility of candidates for the board director positions to be decided at AWI’s Annual General Meeting on 19 November.
There will be three director positions to be decided on at the AGM, assuming a resolution to limit the board to seven directors is passed. If the resolution is not passed, there will be six vacancies to be filled at the AGM, according to the notice of meeting.
The BNC said it was confident the nominees recommended, individually and collectively, would provide the appropriate and necessary balance of skills required by the AWI board. The BNC also considered the nominations would deliver to the board a diverse composition of experience and outlook to enable the company to fulfil its responsibilities to shareholders and stakeholders.
Following interviews, the independent BNC recommended the following four candidates for shareholders’ consideration listed in alphabetical order.
- New candidate Georgia Hack. The BNC report listed her key skills as: “senior marketing leader with extensive marketing and brand experience, and broad global contacts in the retail and fashion spheres.”
- Current AWI director and chair Jock Laurie. The BNC report found his key skills were: “government relations; deep knowledge of AWI operations; a pro-active approach to stakeholder issues; strong leadership skills.”
- Current AWI director Don Macdonald. The BNC report found his key skills were: “extensive stakeholder engagement; sound understanding of fibre advocacy issues.”
- New candidate Steven Read. The BNC report found his key skills were: “diverse agri-business career; long experience in all aspects of wool processing; market development experience in a broad range of countries covering Europe, Middle East, the sub-continent, Americas, Far East and China.”
AWI shareholders will be entitled to vote for any of the seven director candidates who are standing for election to the board at the AGM.
The three candidates with the most votes from shareholders, in person and by proxy, will be elected to the likely three vacant positions.
The BNC’s membership is:
- Samantha Hogg, independent chair, appointed by the BNC following an executive search.
- Noel Henderson, current AWI director not up for re-election
- Mr James Morgan, current AWI director not up for re-election
- Simon Cameron, independent member nominated by the Woolgrower Industry Consultation Panel.
- Michael Thomas, independent member from an international executive search firm (Heidrick and Struggles).
Ms Hogg said the BNC is satisfied the recommended persons are suitably qualified for appointment based on their expertise in one or more of the key skills identified.
The BNC said it is confident that each of them if elected, will bring to the board of AWI a high-level of skills, experience and commercial pragmatism.
“The BNC believes that they would best ensure that the board collectively has an appropriate balance of skills and experience in the areas determined by the committee in accordance with the BNC charter.”
The BNC’s recommendations will be provided with the Notice of Meeting, which will be sent to AWI shareholders from October 12 ahead of the company’s AGM.
As part of AWI’s democratic process, all shareholders will have the opportunity to vote at the company’s AGM – either in person or by proxy – on who they want to represent them on their company’s board. This democratic process provides all AWI shareholders the right to have their say.
About AWI’s 2021 AGM
AWI will hold its 2021 Annual General Meeting at 10 am (AEDT) on Friday 19 November 2021. It will be conducted online. More details related to the election of Directors are available from AWI’s website at www.wool.com/agm.
Ms Hack was unavailable for an interview today.