NEW South Wales wool grower and former Australian Wool Innovation director Chick Olsson will ask Australia’s corporate regulator to investigate AWI’s treatment of his nomination to stand in the company’s 2019 director election.
Even as AWI readies voting papers for mailing for the November 22 election, Mr Olsson is not giving up on contesting the poll – declaring he is “99 not out” – claiming his nomination forms contain the signatures of at least 99 registered shareholders.
Mr Olsson and his team offered up 137 signatures for validation, but he was told by AWI company secretary Jim Story on September 24 — less than an hour after the nomination form deadline of 5pm — that only 97 of them were approved and AWI considered he had not met the nomination requirement by the cut-off time.
“Accordingly, you are not eligible to stand as a candidate in the election of directors at the 2019 AGM,” Mr Story wrote.
However, a Sheep Central investigation has discovered at least two signatures of registered AWI shareholders on nomination forms forwarded by Mr Olsson were not counted toward the required 100 needed for a valid nomination. And AWI has refused three requests to release nomination forms to Mr Olsson containing supposedly other ineligible signatories.
Mr Olsson said he will propose to the Australian Securities and Investments Commission that AWI company secretary Jim Story and the AWI board acted prematurely by disqualifying his nomination before all registered shareholders on his nomination forms had their voting entitlements validated.
Mr Story again today told Mr Olsson his nomination had 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.
Mr Olsson told Sheep Central of at least two instances where the signatures of two prominent Victorian wool growers — Peter Small and Andrew Farran – on his nomination form, were initially rejected as not consistent with the register, but then were accepted by AWI and Link Market Services when this was contested and more information was provided. He said many supportive growers did not include their telephone numbers on nomination forms and had their signatures accepted as valid.
In disqualifying his nomination, Mr Olsson believes the AWI board has made a “manifest error.”
“I think they have not only made a manifest error, they have been openly discriminatory.”
Mr Olsson has renewed his claims of political interference in his nomination process and believes he has been discriminated against, possibly because of his affiliation with the Australian Wool Growers Association as a director, and his open opposition to many of the policies of AWI and former chairman Wal Merriman on several issues, including mulesing and animal welfare, research priorities, levy expenditure and industry consultation. He is also well-known in the industry as one of the creators of the pain relief product Tri-Solfen and the national family-owned stock lick company Olssons.
“I believe I am legally qualified to stand, I believe I could have submitted at least 100 eligible signatures, I shouldn’t have to do any more after that,” Mr Olsson said.
“I have no option but to involve ASIC, as this is a public board,” he said.
“Jim Story made it clear to me that all signatures entered would be checked and re-checked.
“If I have 100 valid signatures the board has no option but to let me stand.”
AWI has told Mr Olsson his signatures on his nomination forms included one deemed a non-voting shareholder, 20 who were invalid but eligible levy payers, 4 who were non-voting levy papers, 5 who were duplicates and 10 whose holding was not found.
However, the disallowed registered shareholders on Mr Olsson’s nomination forms include a NSW wool grower and a well-known Victorian wool industry representative who have confirmed they are registered shareholders eligible to vote in the election.
AWI’s 100-signature nomination process has been plagued by levy payers signing forms thinking they are registered shareholders, or listing names and entities that don’t match the shareholder registry details, thus requiring investigation to validate.
Did AWI’s assistance policy fail Chick Olsson?
AWI has admitted to Sheep Central that while the gathering of the more than 99 eligible shareholder signatures remains the responsibility of the candidate, it has had a policy of endeavouring to assist candidates equally by offering a service to validate nominations as they are collected.
“AWI engages Link Market Services to carry out this work independently. In this process, every courtesy is offered to candidates and AWI works with each of them and Link Market Services to provide support in meeting the requirements of their nomination.
“In Mr Olsson’s case, additional and ongoing support was provided to him which was over and above the support required or requested by other candidates,” an AWI spokesperson has told Sheep Central.
“Link Market Services needs to be sure that every shareholder on a nomination form matches an actual shareholder on the AWI share register.
“Reasons for candidates receiving an initial “holding not found” response from Link may be as simple as the shareholder being listed on the register under a slightly different name, under a spouse’s name or under a property name or trading entity,” the spokesperson has said.
“Candidates can use the information from Link to go back to the nominator to get further information that allows Link Market Services to match them to an eligible shareholder on the share register.
“Link Market Services assisted all candidates – with validation of their nominations up until the closing time to lodge a completed nomination which was 5pm (Sydney time) on Tuesday the 24th of September,” the spokesperson said.
“Mr Olsson was advised his nomination had not fulfilled the requirements of a completed nomination following the closure of the nomination period.”
Retired AWI directors have told Sheep Central that in past elections, AWI and Link Market Services have worked after the prescribed nomination form deadline to validate signatures for nominees, but this year Mr Olsson was told less than an hour after the deadline that he was ineligible to stand. Interviewing of successful nominees by the restructured AWI Board Nomination Committee, led by new chair Dr Mary Corbett, started the day after the deadline closed on September 25.
On September 30, Mr Olsson said Mr Story told him “the whole board” had met and decided his contesting of the ruling was not successful. The company secretary reiterated to Mr Olsson in an email today that “the Board determined that your nomination is invalid.”
Could AWI board members vote impartially on Olsson’s nomination?
Mr Olsson said the AWI board, which includes election candidates former chairman Wal Merriman and David Webster, should never have met to vote on the validity of his nomination.
In August, Mr Olsson was also told he could not apply shareholder signatures to a nomination form listing multiple candidates, although he had earlier obtained permission from Mr Story for the practice and used it in previous AWI elections.
AWI’s Constitution (13.3B) also states an eligible shareholder is a shareholder with an entitlement to vote under the provisions of Rule 5.3, which details requirements for AWI to determine each shareholder’s Rolling Wool Levy Amount. The Constitution stipulates a nomination signatory is eligible by their right to vote, and that the nominated person consents to the nomination in writing and that the nomination and consent are received by the company not less than 60 days nor more than 78 days before the annual general meeting.
A note to Chick, I signed a nomination form for you but didn’t realise the requirements needed. I didn’t include some details.
If you need more info please contact me. We need some modern-thinking people in the AWI.
Thanks Deane for your kind comments.
I have asked AWI three times for help to further identify those wool growers who signed my nomination that weren’t recognised by them as AWI shareholders. Sadly, AWI will not help, nor have they made any effort to help register those people who kindly signed my form, but weren’t registered.
Too many political games played by AWI, their reputation for fair and competent behaviour is woeful yet again.
A case of AWI being tricky by half and flouting the spirit and intention of the process.
One might ask whether when AWI made its ‘ruling’ there was a conflict of interest involved. Who participated?
Another question would be whether any number of proxy votes do not accord with the fine print of that process.
There is a lot wrong about all this which reflects very discreditably on AWI and undermines stakeholders’ confidence in the organisation – which must now be at rock bottom.
Plus ça change, plus c’est la même chose – the more things change, the more they stay the same.
The 2004 Senate inquiry makes for sombre reading, a salutary tale of woeful misdeeds and the usual snouts in trough, including board members taking children on overseas trips etc.
The board’s high living, high-spending antics far removed from the long-suffering farmer withering in the far corner of his drought-ravaged life’s work…
The report makes for compelling reading of what our overpaid do behind closed doors.
For the report simply Google SFA AWI Senate inquiry Dorber.