A FEAR that Australian Wool Innovation might be amalgamated with Meat & Livestock Australia has prompted an independent industry body to oppose AWI-backed candidates in the coming AWI director election.
Australian Wool Growers Association director Robert Ingram the body is urging shareholders of the wool research, development and marketing body to strongly vote for change before the AWI annual general meeting on 22 November “and end the turmoil that has surrounded the current board for the last three years”.
“We fear that if we do not vote for change the current review of the rural development corporations will recommend that AWI be rolled into MLA and then we, as wool growers and the wool industry, will become irrelevant.”
Mr Ingram said the Australian Wool Growers Association is the only independent voice of wool growers and would always act without fear or favour to support its constituency and industry.
AWGA is recommending that shareholders vote for candidates Noel Henderson and Janelle Hocking Edwards and for either Phil Holmes or George Falkiner, not both.
The association is also urging shareholders to vote against re-standing directors Wal Merriman and David Webster and the other member of their ticket, New South Wales veterinarian Michelle Humphries.
Mr Ingram said in regard to agenda Item 4 — the election of directors — a shareholder’s vote against a candidate is as important as their vote ‘for’ other candidates.
“The process is more rigorous if for every candidate you nominate a preference of ‘for’, ‘against’, or ‘abstain’.
“The very important implication is that if a candidate receives more ‘against’ votes than ‘for’ votes, they cannot be elected to the board,” he said.
“Remember your vote is invalid if you have more than three ‘for’ votes — you can have less, one or two, but not four or more.”
Mr Ingram said is shareholders are not attending the AGM, but want to register a valid vote, they must appoint a proxy.
“AWGA is suggesting shareholders appoint Noel Henderson as the proxy in our general communication to wool growers.
“However, you may wish to nominate me as your proxy as I will be the AWGA director attending the AGM,” he said.
AWGA is also recommending that shareholders vote for Item 2 on the AGM agenda, which is a job lot of constitutional changes, many of which were recommended in the 2018 EY review of AWI’s performance and governance and include two shareholder expulsion clauses.
Mr Ingram said the association had huge reservations about the expulsion clauses included in the job lot, but for “the greater good” had decided to urge growers to vote ‘yes’ on item 2, because the associated constitutional changes were necessary.
“A change to the constitution recommended by the Ernst Young review and taken from the Dairy Industry Act has slipped through all the review processes and appears now as Clauses 4.2 (g) and 4.2 (h).
“This change basically allows the AWI Board to expel any shareholder for any reason at any time,” Mr Ingram said.
“However, to scrap all the changes for these two expulsion clauses is not for the long-term benefit of the industry.”
Mr Ingram the expulsion clauses were counter to accountability, transparency, good governance and the general trend of companies to give greater control to shareholders.
“It means the board can expel progressive-thinking, dissenting shareholders without providing any justification,” he said.
“We are shareholders in a democratic institution where free speech is a tenet, not shareholders of an autocracy.”
AWGA has also recommended AWI shareholders to vote for agenda Item 3, to approve a board size limit of seven directors.