All eligible AWB Limited shareholders have been mailed a Notice of Meetings and voting forms for AWB’s Annual General Meeting (AGM) to be held in Melbourne on Thursday 11th March 2004.
AWB Limited’s Chairman, Mr Brendan Stewart, said the Notice of Meetings provides shareholders with details of all items of business that are to be voted on, including director elections, a number of special resolutions to amend Articles of the AWB Limited Constitution and an increase in non-executive directors’ maximum aggregate remuneration.
AWB shareholders will find information on all candidates, the resolutions and AWB Limited’s AGM in the Notice of Meetings 2004.
“The Board has a responsibility to provide guidance to shareholders regarding director elections,” said Mr Stewart.
“The Board, in deciding its guidance for election of directors, took advice from the Nomination Committee and Spencer Stuart - the expert independent executive selection firm briefed by the Nomination Committee.
“In arriving at its guidance and decisions on the elections, the Board has taken into account its published skills criteria for director candidates, the current balance of skills of other continuing directors, commercial acumen, succession planning, continuity and ability of the Board to perform together as a whole in the interests of all shareholders,” said Mr Stewart.
- AWB Limited - Election of A class director by WA A class shareholders
The candidates are Mr Laurie Marshall, Mr Winston Crane, Mr Hendy Cowan and Mr Steve Chamarette. The Board has changed its previous policy of recommending candidates in A class director elections for AWB Limited consistent with shareholder sentiment. The Board will state whether candidates meet the published skills criteria.
All candidates met the published skills criteria for candidates.
The Board recommends that shareholders vote their first preference for any one of these candidates.
- AWB Limited - Election of B class director by B class shareholders
The candidates are Mr Robert Barry, Mr Frank O’Connor and Mr Brett Cowell. Mr Barry and Mr Cowell both met the published skills criteria for candidates.
The Board supports the re-election of Mr Barry and recommends that shareholders vote for Mr Barry, predominantly based on his public company experience, specialist financial skills and his ability and qualifications to continue to chair the Company’s Audit Committee.
- AWB (International) Limited – Election of director by NSW/ACT A class shareholders. Mr Ian Donges is the only candidate standing for this election and meets the published skills criteria for candidates.
While this election is not being contested the Board recommends shareholders vote for Mr Donges.
There are a number of resolutions to be voted on at the AGM and the following meeting of A class shareholders.
A. Special resolutions to amend Articles in the AWB Limited Constitution
Shareholder approval is sought to amend Articles in the AWB Limited Constitution which deal with the following:
- Casual vacancies for B class directors
- A class share redemption
- Maintaining “Grower” status
- Retiring directors of AWB (international) Limited seeking re-election
These resolutions are explained in the Notice of Meetings.
B. Remuneration of non-executive directors.
In order to retain and attract the quality of directors to lead the Company, shareholder approval will be sought to increase the maximum aggregate remuneration by $300,000 to $1,200,000 per annum. This increase would place the maximum aggregate remuneration paid to non-executive directors at the median level for similar sized companies.
If approved, the Board then does not intend to seek shareholder approval to increase the maximum aggregate remuneration for at least two years.
AWB is encouraging all eligible shareholders to vote either by attending the AGM on Thursday 11th March 2004 at the Auditorium, Level 2, Melbourne Exhibition Centre, 2 Clarendon Street, Southbank, Victoria, or through the postal voting or proxy forms enclosed with the Notice of Meetings.
“I urge all eligible shareholders to participate in the voting either at the AGM, or for those who do not anticipate attending the AGM, by using the postal or proxy voting forms contained in the mail out,” said Mr Stewart.
AWB’s corporate structure consists of A class and B class shares. A class shares can only be owned by current wheat growers as defined in AWB Limited’s Constitution and specifically exclude dividends. However, they confer on A class shareholders a number of rights, including the ability to elect a majority of the Board of directors. In contrast, B class shares can be owned by anyone. B class shares carry rights to receive dividends and the right to elect a minority of the Board of directors.
If shareholders have any questions they should ring the AWB Shareholder Service Centre on 1800 810 032. AWB Limited’s Notice of Meetings 2004 and Annual Report are available on AWB Limited’s website under the Investor Relations section.