WOOL Exchange Portal build committee member Will Wilson is prepared to relinquish his WEP role if elected to the board of Australian Wool Innovation.
As a consultant paid by AWI on the Wool Selling Systems Review and WEP projects, Mr Wilson’s independence as a potential AWI director has been under question, although he has confirmed that he is not now standing as an independent director.
Sheep Central has been told, but has been unable to confirm on the record, that not all AWI directors knew he was running for a board seat before he gave a WEP report to the board on September 1, when the board agreed to further portal funding.
Each AWI candidate’s 100 verified shareholder signatures were due by September 18, and on September 19, AWI publicly announced the validated election candidates. These included Mr Wilson, New South Wales wool grower and broker Don Macdonald, and re-standing board directors Colette Garnsey and James Morgan.
The AWI board’s nomination committee is expected to recommend that shareholders elect Mr Wilson, Ms Garnsey and Mr Morgan in the AWI board election on November 17.
Mr Wilson said he was “pretty sure” he had alerted the AWI company secretary Jim Story in late August that he was seeking nomination, before seeking the required 100 supporting registered shareholder signatures, but could not remember exactly when.
“I’m not sure when he told them exactly, but certainly that was the way I thought was right to let everyone know that I was going to be involved.
“I certainly made the company secretary aware, because I needed to be clear that it was possible for me to run.”
AWI secretary was aware of election intentions
Although Mr Wilson has now stepped back from a claim that he is standing as an independent director, he told Sheep Central on August 23 that he intended to seek AWI board nomination, before he reported to AWI directors as WEP working group chairman on September 1.
Mr Wilson said he did not know if or when Mr Story formally notified the AWI board of his director candidacy plans, nor why that date was important.
“I’m certainly sure the company secretary would have been aware of my interest in running before I went out there.
“I’m not talking about individual directors, what they did and what they didn’t know; the company secretary would have known.”
However, former WEP working group member WoolProducers Australia vice president Ed Storey believes all AWI directors and WEP working group members should have known by September 1 that Mr Wilson was seeking an AWI board nomination.
Mr Storey said he hoped Mr Wilson had not canvassed for a position on the AWI board before the executive and all board members were aware of his decision to run.
“I hope that is the case.
“I can only presume that all directors knew, when they signed off on the WEP on September 1, that Mr Wilson was canvassing signatures to stand for AWI,” Mr Storey said.
“I am OK with him seeking board nomination while employed, but he should have declared it to the board before he started, before he got his first signature.
“September 1 becomes pivotal, because that’s the date that they (the AWI directors) signed off on spending a lot of our money.”
Mr Wilson said he had told Mr Storey that he was telling AWI that he would be seeking nomination.
“To be fair, I was saying would you support me … I didn’t get his signature…only because he was somebody I thought I had a good relationship with, because we had worked together on the Wool Exchange Portal Working Group.”
The WEP working group has been dissolved, but Mr Wilson is still consulting to AWI on an “as needs basis” as a member of the WEP build committee. This meant Mr Wilson was sourcing the 100 AWI shareholder signatures required to support his AWI board nomination while still consulting or intending to consult for AWI on WEP business.
Mr Wilson said the WEP working group was contractually disbanded at the end of the discovery phase on September 1 and the WEP build project began “proper” on September 11.
“We’re basically a bit over a month into it now and things are going according to plan.”
Mr Wilson said he was urged and supported by some wool growers to stand for AWI election because of his experience outside the industry and his Wool Selling Systems Review and WEP roles. These wool growers helped him get his 100 signatures, although he could not say if AWI chairman Wal Merriman had offered his signature.
“I honestly haven’t looked at them that carefully, I was assisted in getting those signatures by the said wool growers who were kind to say that I would have something to offer.”
Board will decide Wilson’s independence
Mr Wilson said if he is elected as a director it will be up to the board to decide then whether he is seen as an independent or not.
“If they say that I am not independent, based on the board charter, then it will be noted in the annual report’s governance report and we will move on from there.
“The salient point is that the board charter says that the board has to have a majority of independent directors,” he said.
“So given that the existing mob are independent at the moment and if I was fortunate enough to become a director then that would be decided at the time.”
The AWI’s board charter says the majority of directors of the company will be independent directors. It defines an ‘independent director’ as not an AWI executive or member of management, and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to exercise independent judgment.
The charter also seems to preclude the board considering a director as independent if they have been anyone employed by AWI within the preceding three years either in an executive capacity or as a principal of a material professional advisor or a material consultant to AWI, or they have a material contractual relationship with AWI.
Mr Wilson said it is important that people don’t think there are different types of directors to nominate for.
“There is only one position as director and it is only if I do get elected as a director that the board will then meet, as I think it does, to re-elect the chairman and look at the conflicts, if any, or other specific requirements of the candidates who are elected.
“As long as there is a majority of independent directors, that’s the only requirement,” he said.
Mr Wilson said his advice was that the existing board is “100 percent independent under the board charter.”
“So if I was lucky enough to be elected I would be one of the board who may be perceived to be non-independent, based on the board charter, but that wouldn’t preclude my involvement on the board because the board would still be a majority independent.
If elected, Mr Wilson said believed he could provide WEP project oversight, but would place his future role in the WEP in the hands of the board.
“If I become a director it will then be the place of the board to decide, as they should probably, that I wouldn’t be seen as independent, but as long as the existing board remain, and there is no reason why they wouldn’t, then the board would still be overwhelmingly independent.”
“Again at this meeting following the election, should I be successful, the board would decide whether I continued on with the (WEP) work or not.”
Wilson is keen to see the WEP project succeeds
Mr Wilson said he is not an AWI shareholder nor an executive, but he recognised he might have a “lack of independence” because of his consultant role with the WSSR and the WEP, although these roles had made him feel comfortable and knowledgeable enough to nominate for the AWI board.
Mr Wilson said he had been given advice that he was “independent enough” to nominate for the board.
“But if the perception is that wool growers/shareholders are uncomfortable about my position as part of the Wool Exchange Portal process I would reluctantly relinquish that position,” he said.
“Given that the project is funded and well underway I don’t think that would hinder the progress of the project.”
Mr Wilson said he was very keen to see the project delivered as promised to wool growers.
“But I’m not there (as a board nominee) to push the barrow of the WEP, I’m there because of the work I’ve done in bringing the WEP to where we are today.
“It has given me a certain understanding of the industry and of the concerns of wool growers that makes feel I’ve got something to contribute,” he said.
“It’s a bit of a Catch 22 situation that I’m in, but I’m prepared to get feedback and if people feel the perception that I am in some way tainted, but I’ve had professional advice to say that I’m not, then I would be happy to re-evaluate my position with regards to the Wool Exchange Portal.”
Mr Wilson believes he can contribute as an AWI director by continuing to look at on-farm and wool marketing cost-savings for wool growers.
He believes he can also contribute from his background of 30-plus years in the financial services industry, mainly in the banking and finance sector, including at the ANZ bank and Merrill Lynch for around 18 years. His experience as a director of the Sydney Futures Exchange and as an Australian Securities Exchange executive, might also help modernise wool selling and trading on behalf of growers.
Corporate governance principles was another area in which Mr Wilson felt he could contribute as an AWI director.
“I think AWI has done a reasonably good job in taking those principles on, even though as a non-listed organisation they’re not required to.”
Mr Wilson said he also wanted to help wool growers get more feedback and have greater engagement with end-users, in terms of quality, usability and animal welfare issues. He wanted to promote more two-way information flow between growers and Northern Hemisphere end-users on requirements and challenges around animal welfare.