AWI’s ‘helping hand’ falls short for Olsson and levy payers

Terry Sim, October 30, 2019

Former Australian Wool Innovation director Chick Olsson.

AUSTRALIAN Wool Innovation has effectively obstructed director nominees in the collection of the required 100 registered shareholder signatures for a valid nomination by not identifying eligible levy payers.

AWI does not identify for director nominees the levy payers who sign their nomination forms yet are eligible to become voting shareholders, while claiming to help aspiring directors by identifying growers whose shareholding entity could not be found.

The most recent casualty of AWI’s nomination system, former AWI director and New South Wales wool grower Chick Olsson has failed to get the AWI board to reconsider its decision to declare his nomination invalid.

Mr Olsson is considering his legal options, including seeking an investigation by the Australian Securities and Investments Commission, maintaining it was AWI and Link Market Services’ responsibility to validate nomination signatures offered on behalf of registered shareholders. Mr Olsson was credited by AWI with 97 signatures of registered shareholders of the 100 he required for a valid nomination before the 24 September 5pm deadline.

A Sheep Central investigation has found that AWI identified for Mr Olsson the names of his signatories whose shareholding entity could not be found, but did not names the growers it had identified as eligible levy payers or non-voting levy payers who were invalid because they had not registered to vote.

Mr Olsson’s nomination forms were signed by 20 growers who were deemed by AWI to be ‘invalid eligible levy payers,’ but were not identified in reports to him and to fellow Australian Wool Growers Association director Sam Stephens, who was also collecting signatures.

Mr Stephens said If AWI had identified the nomination signatories who were eligible levy payers, some would have had enough time to register and re-sign Mr Olsson’s forms. He started collecting signatures from Mr Olsson in earnest in August, meaning some eligible levy payers, if identified by AWI, would have had time to register and re-sign a nomination form as a registered shareholder before September 24.

“None of us (the nominees) knew who actually were the eligible and non-eligible levy payers.

“If they were identified you could have found those and asked them if they were serious about it did they want to become a shareholders and re-sign them.”

AWI board restricting shareholders’ democratic rights – WoolProducers

WoolProducers president Ed Storey

WoolProducers Australia president Ed Storey said it would helpful if the AWI director nomination process was more transparent.

“People sign these things in good faith and if signatures or names or entities are rejected the company should provide that back to the nominee and everything should be double-checked to give them every chance.

“If they are initially rejected, there should be a clear and transparent process around where people have the opportunity to review that it wasn’t a grammatical error, because at the end of the day, under the constitution all that is required is a signature of the shareholder,” he said.

“The current board uses the system to restrict shareholder and levy payers’ democratic rights.”

Mr Storey said Mr Olsson’s case raised the issue of many wool levy payers not being registered AWI shareholders.

“That’s undemocratic for those levy payers and we’ve tried different things to address that, but it seems to be a failing in the system.”

Mr Storey said a motion going before the 2019 AWI annual general meeting proposing an amendment to the constitution to allow director candidates with only one signature to go through the board nomination process at the next election.

“That motion is going up with AWI board support and WoolProducers strongly supports that motion and we strongly encourage all shareholders to support that motion.”

Mr Storey said it was inappropriate that the current AWI board decided on Mr Olsson’s nomination “when there are board candidate places that are up for grabs.”

“Independent oversight of this process would enhance its credibility significantly.”

Successful 2019 director candidate Paul Cocking confirmed that eligible levy payers who signed AWI director nomination forms were not identified. He agreed that if the eligible levy payers who signed the forms were identified by AWI, there might have been an opportunity for some growers to register and re-sign.

“They should give us nominees a full list of names for all those codes — that’s the bottom line.”

Mr Cocking said some growers, especially stud breeders, were well-versed in how to correctly fill out the forms to minimise errors in signature collection.

“It’s not easy, but if you get off your behind it is not hard, but the whole voting system needs overhauling.”

Fellow 2019 director candidate Phil Holmes saw no need for the 100-signature requirement and was told it was required to “keep the riff-raff out of the race.”

He believed a candidate should be able to stand without interference from a board nomination committee or its recommendation to shareholders.

“I went in there and got interviewed (by the BNC) like everybody else and I could tell just in sitting at the table I was dead meat.”

AWI Constitution versus ‘rules and procedures’

AWI’s Constitution merely requires the signatures of more than 99 registered shareholders for a valid nomination, but AWI company secretary Jim Story has used the company’s rules and procedures to defend the board’s rejection of Mr Olsson’s nomination.

Sheep Central has also been able to confirm that two nomination signatories – WoolProducers director Steve McGuire and Victorian farm manager Kane McDonald — who signed in support of Mr Olsson on behalf of registered shareholding entities were not counted toward his total due to their details not matching the shareholder registry.

Mr Olsson submitted 137 signatures on nomination forms and had at least two signatories – Victorian growers Peter Small and Andrew Farran – accepted by AWI in his 97 although they did not initially provide details consistent with the shareholder registry. Mr Olsson said Mr Story told him to get as many signatures in before the deadline and these could be validated afterward.

AWI has refused several times to release the names of Olsson signatories that were rejected as invalid. Signature collectors were only supplied with the number of signatories deemed ‘holding not found’, duplicates, valid shareholders and invalid as a non-voting shareholder, eligible levy payer, non-voting levy payer or with ‘details provided does not match the register’. Mr Olsson had 20 signatories that were deemed invalid, but were eligible levy payers.

“You wouldn’t get a report of who was a shareholder that was accepted or who was a levy payer and not a shareholder,” Mr Stephens said.

Mr McGuire and Mr McDonald were listed by AWI and Link in the ‘holding not found’ category. Throughout the board nomination process, AWI has said it provided eight separate updates to Mr Olsson that included a list of nominees on the ‘Holding Not Found’; however, the names of the 20 ‘invalid eligible levy payers’ and four ‘invalid non-voting levy payers’ were not provided.

AWI levy payers had until October 11 to register to become AWI shareholders for the 2019 election. And although AWI notified levy payers and registered shareholders of their status and voting entitlements in letters sent on August 30, they appear to have been ignored by many wool tax-paying growers.

Last week Mr Olsson was led to believe his nomination forms had been signed by 100 registered shareholders or those acting on behalf of shareholders until a NSW grower checked his status with Link Market Services and discovered he was only a levy payer.

“I have sought legal advice, but have decided the effort and stress in fighting the AWI board’s appalling corporate governance issues isn’t worth the effort.

“If the minister’s department can’t be bother to fix this situation up, what chance do I have?” Mr Olsson asked.

“There are 99 registered shareholders who want me to run for the board and there are potentially 30 others who could be, because of poor accounting and poor research are not registered.

“Even though I was promised help (by Mr Story) after the event (deadline) if we put in all the signatures,” he said.

“In my view it shows total disrespect for all the people who have signed my forms in good faith and that’s really the most insulting thing for me and all those good people who did decide to support me.”

Mr Olsson said the AWI board, including two re-standing directors Wal Merriman and David Webster, should not have been able to vote on whether the company reconsidered his nomination. He said the shareholder registry also did not keep a record of valid signatures, only registered shareholders’ property or entity names and addresses.

Mr Olsson believed there was political interference in Mr Story notifying him on 24 September that his nomination was unsuccessful.

“This situation is just the latest in an ongoing series of serious corporate governance issues that are being propagated by a maverick board that has no intention in changing its culture or behaviour.

“I believe the sheer scale of receiving $100 million in revenues per year that is virtually unaccountable changes human behaviour and disregards public process.”

“I believe the wool levy model is now seriously broken and this the latest example of board interference in the democratic process is the final nail in the AWI coffin, with zero levy the only real option for many wool growers at the next WoolPoll, that will see an end to the politics and levy abuse at AWI.”

AWI was asked, but has not given any reason why it did not supply to Mr Olsson and the other candidates the names of the growers who were deemed as invalid because they were unregistered levy payers, but who were eligible to be shareholders.

Olsson signatories support investigation

Birregurra wool grower Maryanne Holt said her manager Kane McDonald signed Chick Olsson’s nomination form on behalf of the Turkeith Homestead Trust, a registered AWI shareholder. She supported Mr Olsson’s nomination and further investigation of AWI and Link’s actions on it.

“There are precedents (for Mr McDonald acting as Turkeith signatory) if anyone wants to challenge it, where he has signed for us.

“I’m crutches otherwise I would have been there and they would have got my signature, but I sent Kane over there (to the Glendemar field day).”

Mr Small said someone or some authority needs to scrutinise “what is going on (at AWI).”

“It is obviously an absolute failure by the Minister for Agriculture and the department (of Agriculture) to provide any oversight.

“If AWI takes pride in being a company then if shareholders for any reason are unhappy, even if it is misplaced, they have every right to seek ASIC’s scrutiny.”

Mr Farran said he supported an investigation into Mr Olsson’s case to determine if there was any “skulduggery.”

He thought AWI was obligated to release details of which signatories on Mr Olsson’s nomination forms were not accepted.

“It is worth fighting because obviously the AWI people are shifting heaven and earth to use the system to stop him.”

SA wool grower and Merino breeder Deane Goode

South Australian wool grower and breeder Deane Goode signed said he had been an AWI shareholder for years under one entity, but not under another wool tax-paying entity. He signed an Olsson nomination form and wanted to know if his signature was regarded as valid by AWI and Link.

“If I was rejected because they were too lazy to follow me up, while they might have followed through and chased up other people for other nominees.

“No-one contacted me to say ‘what is your address?” he asked.

He believed AWI should have released details of eligible levy payers who signed nomination forms but were regarded as invalid “because we don’t trust them enough, do we?”

AWI to retain nomination forms but will not give them up

An AWI spokesperson has rejected the suggestion that some signatures on Mr Olsson’s nomination forms were seemingly ignored.

“Any nomination form where it was not possible to connect the information provided back to a registered holder was placed on Mr Olsson’s ‘Holding Not Found’ list, which was provided to Mr Olsson with each update of his position to assist him in identifying eligible nominees.

The spokesperson said that a signature on a form that refers to a name and other information on the same form that cannot be related back to an eligible shareholder is not valid.

“This was repeatedly pointed out to Mr Olsson through the provision of the Holding Not Found list.”

The spokesperson said the nomination forms submitted by Mr Olsson and the other nominees are held by AWI and will be retained as company records.

“Nomination forms for Mr Olsson have not been destroyed and are retained as company records.

“It is not proposed to release Mr Olsson’s nomination sheets, though it is open to Mr Olsson to release other correspondence from AWI.”

Company secretary holds firm on Olsson nomination

AWI company secretary Jim Story at a Senate Estimates hearing last year.

Mr Story last week reiterated that Mr Olsson has not supplied all the information required under the company’s Rules and Procedures, including the full name and address of at least 100 nominating shareholders as they appear in the register of shareholders to AWI by the deadline of 5pm on 24 September 2019. The Rules and Procedures are made pursuant to Rule 13.3(f) of the constitution of AWI, which states that the decision of the board as to the rules and procedures must be reasonable and is final and conclusive “in the absence of manifest error.”

However, AWI’s Constitution (13.3B) states that a person other than a retiring director is eligible for election to the office director by means of a written nomination signed by in excess of 99 (or such lesser number (if any) as may be prescribed by the Law) of eligible shareholders. This clause does not stipulate that a registered shareholder’s signature has to be validated with details consistent with the register by a certain deadline to be considered eligible.

“Our position remains that you have not satisfied the requirements to be eligible to stand for election at the upcoming AGM.

“It was your obligation as a candidate to put forward the full name and address of more than 99 eligible shareholders in support of your nomination as they appear in the register of shareholders by 5.00pm on 24th September,” Mr Story told Mr Olsson.

“It is not open to you to put forward further details about the individuals who nominated you after the nomination deadline.

“The Rules and Procedures governing the election of directors require you to provide all the requisite details by the deadline,” he said.

However, the Rules and Procedures (3.1) also state that: “In the event of inconsistencies between the name and address of the shareholder nominating the candidate and the register of shareholders, the company secretary will endeavour to resolve the inconsistency.”

“AWI and Link made every effort to verify the validity of your nominators and sent you at least seven interim verification reports which confirmed that you had not yet provided the requisite shareholder details for more than 100 shareholders.

“We also told you which of your nominators could not be identified using the details that you had provided before the nomination deadline by highlighting them for you in the “Holding not found” list, and you had an opportunity to confirm their name and address as they appear on the register prior to the nomination deadline,” Mr Story told Mr Olsson.

“The board has already considered your nomination and determined that it did not satisfy the relevant requirements. Accordingly, your nomination is invalid. Under the Rules and Procedures governing the election of directors, the decision of the Board is final and binding on this matter.”


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  1. David McKenzie, October 31, 2019

    In other words, us levy payers mustn’t rock the boat. Not a good omen for progress within the organisation.

  2. Russell Davis, October 30, 2019

    Yet the Agriculture Minister does nothing, what is this as an example to set? Dumb and dumber, shame on AWI, the greatest effort they make is to prevent any real change.

  3. Andrew Farran, October 30, 2019

    Nothing surprising here.

    WPA’s president Ed Storey (note the Storey/Story in this saga — you choose who to believe) commented above:
    “The current board uses the system to restrict shareholder and levy payers’ democratic rights.”
    There is plainly inadequate oversight of this process, which is wide open to manipulation. The fact that conflicts of interests may have been involved is also concerning.
    It is well past the time when the Minister for Agriculture should have exercised her statutory responsibilities in relation to AWI. Frankly she has been missing in action. Another negative for the Nationals.

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