WEST PERTH, AUSTRALIA — Shareholders of the CBH Group have voted overwhelmingly against a resolution proposed by a small group of shareholders to change the composition of the board and the director election system, CBH said on Aug. 5.
Of the shareholders who voted at the Extraordinary General Meeting, 84.42% voted against the resolution and 15.58% voted for the resolution. Any resolution to change the CBH Group Articles of Association requires the support of at least 75% of those who vote.
The number of proxies received was the highest ever for any resolution put to a CBH Group general meeting.
CBH Group Chairman Neil Wandel said the board's recommendation to vote against the resolution was in tune with shareholders who strongly supported the board's view and rejected the resolution.
The proposed resolution was to change the board from 12 directors, comprising nine grower directors and up to three board-appointed directors with special skills, to a board of between seven and nine directors, comprising four grower directors, three board-appointed directors with special skills and up to two executive directors. The proposed resolution would also change the existing five-district election system to a State-wide voting system.
"The board has conducted several reviews of its composition over the past five years," Wandel said.
"This has brought us to conclude that the best model for CBH at present is the five-district election system which was approved by more than 75% of members who voted only 10 months ago.
"Given this, and considering we're currently in the process of conducting the most extensive review of our structure in the history of the CBH Group, many shareholders shared the Board's disappointment with the timing of this EGM."
Wandel said this resolution lacked shareholder support as many shareholders were aware that the CBH Group already operates within a sound corporate governance framework.
"There is not one corporate governance model that suits all businesses and the most appropriate model for a co-operative will differ to that for a listed company," he said. "One of the key findings of our review of the CBH Group's structure to-date is that grower representation on the Board is important and while Directors represent all shareholders, it is important to have Directors located in different regions, who are familiar with local issues.
"Now with this EGM behind us the Board will continue its focus on determining the most appropriate structure for the CBH Group.
"We are closing in on a preferred model or models and I look forward to sharing more about this with shareholders at our upcoming chairman/chief executive officer meetings next month."
Growers will receive more information on the dates, times and location of the CBH Group's meetings in the next few weeks.
Wandel noted that shareholders also supported the board's recommendation to vote in favor of the second resolution put to today's EGM: the ratification of David Willis as a director. More than 94% of shareholders who voted, voted in favor of this resolution. The articles require a new board-appointed director to be ratified by shareholders at the next general meeting.
"I congratulate Mr. Willis on his ratification and look forward to his continuing valuable contribution to the Board," he said.