A proposal to provide greater independence for AWB (International) Limited (AWBI) is one of two special resolutions contained in the Notice of Meetings pack which will soon be mailed to all eligible AWB Limited shareholders for the 2005 AWB Annual General Meeting (AGM).
The Notice of Meetings will also include details on all candidates for the five director elections being conducted this year, as well as information regarding the two resolutions and voting requirements.
AWB Chairman Brendan Stewart said the Board encouraged all shareholders to read the material, and to have a say in the future of their company by voting at this year’s AGM, which is being held in Melbourne on Thursday March 10, 2005.
In addition to the director elections, there are two special resolutions which have been presented for shareholders’ consideration:
- Resolution 1.3(a) in the Notice of Meetings is a proposal to amend the structure of the AWBI Board to provide greater independence to AWBI. This would be achieved by replacing two AWB Limited directors who also sit on the AWBI Board, with two persons who are not AWB Limited directors.
- The second resolution 1.3(b) is regarding the tenure of AWB Limited directors. Currently, the maximum consecutive term for A Class directors is nine years, while for additional directors it is six years. This proposal seeks to bring the maximum consecutive term for all directors to nine years.
AWB Chairman Brendan Stewart said the resolution to amend the structure of the AWBI Board would ensure a majority of independent directors and a majority of grower-elected directors on the Board of AWBI, a move which had been recommended by the Independent Panel which conducted the 2004 Wheat Marketing Review.
“This resolution will provide greater independence to the AWBI Board, without compromising grower control, and can only enhance the operation of the Single Desk. In developing this proposed resolution, AWB has consulted with Government and growers,” Mr Stewart said
The Grains Council of Australia (GCA), on 25 November 2004, stated that the GCA supports the Panel’s recommendation and the AWB proposal to have a majority of independent Directors on the AWBI Board.
“Subsequent to approval of the proposed amendment to the structure of the Board of AWB (International) Limited, AWB will move to allow for the AWBI Board to elect its own Chairman,” Mr Stewart said.
“It is more critical than ever that grower shareholders have their say on the structure of the AWBI Board and the tenure of Directors generally. I urge all growers to support the proposed resolution to place more independent Directors on the AWB International Board,” Mr Stewart said.
Mr Stewart said growers were also urged to vote in the director elections being held at the AGM, and that details on all candidates were included in the Notice of Meetings pack.
As previously announced, the following candidates have nominated:
- AWB Limited – Election of A class director by WA A class shareholders.
The only candidate is Mr Christopher Moffet who is standing for re-election.
- AWB Limited – Election of A class director by Vic/Tas A class shareholders.
The candidates are Mr Christopher Hewitt and Mr Warrick McClelland, who is standing for re-election.
- AWB Limited – Election of A class director by NSW/ACT A class shareholders.
The candidates are Mr John Simpson, who is standing for re-election, and Mr Geoffrey Brennan.
- AWB Limited – Election of B class director by AWB Limited B class shareholders.
The only candidate is Mr Peter Polson.
- AWB (International) Limited – Election of a director by Qld/Vic/SA/NT/Tas A class shareholders.
The only candidate is Mr Clinton Starr, who is standing for re-election.
Mrs Penelope Hendy, who was previously noted as a candidate for this election, has withdrawn.
AWB encourages all shareholders to vote either by attending the AGM on Thursday 10th March 2005 at the La Trobe Theatre, Level 2, Melbourne Convention Centre, Melbourne, Victoria or by lodging a postal vote or by appointing a proxy. Postal vote and proxy forms are contained in the Notice of Meetings pack.
If shareholders have any questions they should ring the AWB Shareholder Service centre on 1800 810 032.
AWB Limited’s Notice of Meetings 2005 is available from AWB’s website.