The review team drawn from directors and shareholders’ councillors has published a notice of meeting and explanatory notes, a summary of which has been sent to all 10,500 shareholders.
The proposed changes to the constitution were grouped in two resolutions, one related to governance (the board of directors) and the other to representation (shareholders’ council).
Voting can be by internet, post, facsimile, in person on the day or by proxy.
The main change since last June’s inconclusive first special meeting was to include an alternative route for candidates for the annual board election while retaining the formal assessment and nomination procedure.
Chairman John Wilson said most shareholders appeared to like most elements of the original proposal and the goals behind them but some were concerned there was a potential for choice to be taken away from shareholders’ voting rights.
In a nutshell, the first proposal was that all candidates would go through a closed-door pre-selection, after which shareholders would vote to approve or disapprove each person, with a 50% yes requirement.
That route has been retained and the requisite number of candidates each year would be found that way.
It was a complex process of skills matrix, external search, recommendations, council approval, formal nomination and farmer voting.
It was designed to get the best possible candidates with skills the board needed and to ensure anonymity for unsuccessful applicants.
The new proposal included an alternative self-nomination route for farmer-candidates who had concerns, passions or a platform for change.
He or she would need to have 35 different shareholders as supporters and bags of self-belief to take on the official candidates.
The reform proposal inserted a number of additional gear wheels in the shareholders’ council and its relationship with the board, management and farmers.
