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Notice of Annual General Meeting 2019

AUSTRALIAN PORK LIMITED
Notice of Annual General Meeting 2019 

Notice is hereby given that the Annual General Meeting (AGM) of Australian Pork Limited (ABN 83 092 783 278) (APL or the Company) will be held on Thursday 14 November 2019 commencing at 1.00pm (Australian Eastern Daylight Savings Time) at the Melbourne Marriott Hotel (Exhibition Room), Corner Exhibition and Lonsdale Streets, Melbourne, Victoria, 3000.

The business of the AGM will include:

  • receiving and considering the financial statements of the company, together with the reports of the directors and auditors in respect to the year ended 30 June 2019
  • approving the remuneration of the company’s auditor for 2019-2020
  • to conduct an election to fill two vacant Elected Director positions
  • to consider and, if thought fit, pass a special resolution to amend the APL Constitution regarding Misconduct of a Delegate.

The 2018-2019 Annual Report is located on the Company website. Please advise if you prefer a printed copy and we will post one out to you.

A member entitled to attend and vote at this meeting is entitled to appoint a proxy, who need not be a member of the Company. Please refer to the Meeting Procedures for full details.

If you have any questions about this process, please contact the APL Corporate Services Executive, Nikki Watson, on 02 6270 8814 or by email at nikki.watson@australianpork.com.au.

Producer Member Proxy Form

Producer Member Registration Form

Associate Member Registration Form

Agenda

Chairman and CEO overview of the year and report on APL’s performance.

Business

An explanatory note accompanies this notice for agenda items marked with an asterisk (*).

  1. Financial statements and reports

To receive and consider the Financial Statements of the Company together with the Reports of the Directors and the Auditors in respect of the year ended 30 June 2019.

  1. Auditors’ remuneration*

(Members only to vote)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

  • That the appointed auditor’s remuneration for the audit of the financial report for the year ending 30 June 2019 shall not exceed $27,000.
  1. Election of Elected Directors*

(Delegates only to vote)

To conduct an election to fill two vacant Elected Director position. The candidates for the Elected Director positions are:

  • Beveridge, Edwina (standing for re-appointment)
  • McLean, Mark.

The election of Elected Directors will be conducted by a show of hands by delegates.

Proposed resolution – to consider and, if thought fit, pass the following resolution as ordinary resolutions:
•    That Edwina Beveridge be appointed as an Elected Director
•    That Mark McLean be appointed as an Elected Director.

  1. Amendment of Constitution*

(Members only to vote)

Proposed resolution – to consider and, if thought fit, pass the following resolution as a special resolution:

  1. Add a new Rule 10.4B after Rule 10.4A as follows:

10.4B Misconduct of a Delegate

(a) The Board may remove a person from the office of Delegate if, in the opinion of the Board, the person has engaged in gross misconduct (whether in connection with their role as a Delegate or otherwise) that may harm the reputation or otherwise prejudice the interests of the Company or the Australian Pig Industry. At least 21 days before the Board meets to remove a Delegate the Board must send a notice to the Delegate that states:

(i) all relevant information, including any allegations against the Delegate;

(ii) the proposed resolution for the Delegate’s removal;

(iii) that the Delegate has an opportunity to address the meeting, before the passing of the resolution, either orally or in writing and provide any explanation or defence the Delegate thinks fit.

(b) The Board must convene a meeting within 30 days of the removal of a Delegate for the purpose of nominating a person to serve out the remainder of the term of the retired Delegate.

(c) A person nominated under Rule 10.4B(c):

(i) must be a natural person;

(ii) may, but need not be, a Member or a Director;

(iii) may, but need not be, a former Delegate;

(iv) must not be a current Delegate; and

(v) following receipt of an invitation from the Company to serve as a Delegate, will be appointed as a Delegate if and when he or she consents, in writing to the Company, to his or her appointment.

(d) A person who is appointed in accordance with Rule 10.4B(c) will serve as a Delegate from the date of his or her appointment until the Return Date at which the term of the Delegate they are replacing would have expired.

  1. In the definition of Delegate in Rule 1.4 add “or Rule 10.4B” at the end of the definition.

APL Meeting Explanatory Notes

Remuneration of Auditors

Rule 12.1 of the Company’s Constitution provides that the business of a general meeting of the Company is, amongst other things, to fix the auditor’s remuneration (when relevant). It is proposed that the appointed auditor’s remuneration for the audit of the financial report for the year ending
30 June 2019 shall not exceed $27,000.

Members or member proxies may vote on this item.

Election of Elected Director

Background

The APL Constitution and the Funding Agreement between APL and the Department of Agriculture require APL to have a skills-based Board. A skills-based Board is one which collectively meets all of the Board skill requirements set out in both the Company’s Constitution and the Funding Agreement.

The Board is comprised of five Elected Directors and four Specialist Directors. The APL Constitution requires Directors to retire by rotation. Two Elected Directors and one Specialist Director will retire at the 2019 AGM.

Directors who retire by rotation are entitled to stand for re-election.

Process for election of Elected Directors and ratification of Specialist Directors

Election of Elected Directors

Rule 10.5 of the Company’s Constitution provides that delegates may vote at a general meeting of the Company on, amongst other things, the election of Elected Directors.

Only delegates are entitled to vote in an election of Elected Directors.

Framework for election and appointment of Directors

The Company’s Constitution and Funding Agreement with Government require that, in appointing Specialist Directors, the Board must endeavour to ensure that the Directors (i.e. the Elected Directors and the Specialist Directors collectively) have skills and experience in the following areas:

  1. Governance
  2. Financial management
  3. Government relations/public policy/administration
  4. Production
  5. Processing
  6. Food industry
  7. Promotion and marketing
  8. Market development and international marketing
  9. R&D/R&D administration
  10. R&D commercialisation and technology transfer
  11. Conservation and natural resource management
  12. Business and management acumen.

The Nominations Committee have met and concluded that election of the candidates standing for election as Elected Directors, will, with the exception of satisfying the financial management and governance criteria, result in the continuation of a skills-based Board.

In this regard, and in addition to the requirements of the Company’s Constitution and the Funding Agreement, the Board is also of the view that all Directors should each individually have sufficient, albeit not extensive specialist experience and knowledge in relation to the corporate governance and financial management of the Company.

The Board supports the election of the two candidates standing for election as Elected Directors.

There will be two vacant Specialist Director roles as at the time of the 2019 AGM.  The Board has commenced a search to recruit two Specialist Directors to fill these vacancies.  The required extensive specialist financial management and governance skill and experience gaps will be resolved with the recruitment of the two Specialist Directors.

Election of Elected Directors

The APL Constitution requires Elected Directors to retire as set out in Rule 14.2(b). Edwina Beveridge and Andrew Johnson will retire at the AGM on Thursday 14 November 2019 in accordance with that rule. On their retirement, there will be two vacant Elected Director positions.

There are two candidates for the positions of Elected Director. Being eligible for re-election under Rule 14.2(b)(iv), Edwina Beveridge is standing for re-election to the position of Elected Director at this AGM.

Mark McLean also standing for election to the position of Elected Director at this AGM.

Unless a poll is demanded in accordance with Rule 12.7(e), the voting for the election of the Elected Directors will be performed by a show of hands of the delegates present at the meeting.

Delegates or delegate proxies only to vote on this item.

Elected Director Biographies

Ms Edwina Beveridge

Ms Beveridge commenced her career as an accountant but her agricultural background drew her back to the agricultural industry. Ms Beveridge is a Director of Blantyre Farms Pty Limited which carries on a mixed farming enterprise including a 2,200 sow farrow to finish farm at Young in NSW. Ms Beveridge has a particular interest in emerging, innovative and disruptive technology and business methods. The Blantyre farming operations include a methane digestion system; power generation & recycling of food waste products for pig feed.

In addition to strategic and operational responsibilities for Blantyre Farms, Ms Beveridge is also involved in the industry as Director; Australasian Pork Research Institute Ltd (APRIL); Deputy Chair NSW Farmers Pork Committee; Ms Beveridge represents other Australian pork producers as an APL delegate.

Consistent with her interest in renewable energy, Ms Beveridge is a Director of Hydro Power Pty Ltd.

In her role on the APL Board, Ms Beveridge is a member of the Audit, Risk and Corporate Governance Committee.

Mr Mark McLean

Mr Mark Mclean is currently Managing Director/ Co-owner of Riverhaven Enterprises Pty LTD, a family agricultural company operating 1000 sow pig farm, including irrigated horticultural crops located in South Australia.

Mr McLean has extensive experience in agribusiness, holding many roles within the pork sector as well as Irrigated Horticulture and holds an Associate Diploma in Applied Science (Farm Management) from the Adelaide University, SA.
In addition to business development and operations at Riverhaven Enterprises, Mr Mclean is an executive director and Co-Owner of Top Multiplier Pty Ltd providing high level production, financial and executive management to this 1000 sow pig company. Mr McLean is also actively involved in the industry through his role as Chairman of PorkSA (since 2017), representing SA pork farmers with government, cross sectoral groups, the media and general public. He also represents other Australian pork producers as an APL delegate.

Mr McLean has skills in agribusiness development, commodity marketing, sustainable farming and irrigation management Consistent with his interests, he has initiated water saving irrigation infrastructure in the Riverhaven Enterprise operation and improved sow productivity on farm through improved on farm management and staff training. Mr McLean also operates a feedmill established onsite to supply pig feed for all farms managed by McLean directors, grows olives for Extra Virgin Olive Oil production and citrus for fresh fruit production and provides composting of all animal manures on site for use internally and by external customers

Amendment of Constitution

Currently the Constitution does not allow the Board to remove a Delegate who has engaged in conduct that may harm the reputation or prejudice the interests of the Company or the Australian Pig Industry.

Proposed new Rule 10.4B will allow the Board to remove a Delegate if, in the opinion of the Board, the Delegate has engaged in gross misconduct including conduct that may harm the reputation or otherwise prejudice the interests of the Company or the Australian Pig Industry.

The proposed new Rule 10.4B requires the Board before removing a Delegate to send the Delegate a notice stating:

  1. all relevant information, including any allegations against the Delegate;
  2. the proposed resolution for the Delegates removal; and
  3. that the Delegate has an opportunity to address the Board before the passing of the resolution and provide an explanation or defence.

If a Delegate is removed, the Board may appoint a replacement Delegate to serve the remainder of the term of the Delegate who has been removed.

The Board unanimously recommends that members vote in favour of this resolution. As a matter of law, only members, not delegates, are entitled to vote to change to the Constitution. In order for this resolution to pass, it must receive 75% of the votes cast by members.

Members or member proxies may vote on this item.

Other business

No proposed resolutions were received from delegates or members.

APL Meeting Procedures Guide

The following is a guide which explains the procedures for APL general meetings as described in the Constitution.

It is the APL Chair and Board’s desire that APL general meetings should foster genuine and constructive interaction between the Board, senior management, members and delegates. It is recognised that outside the formal requirements of the AGM, considerable informal discussion will take place. The views of members and delegates are vital in ensuring that APL adopts appropriate strategies and programmes on behalf of the Australian pork industry.

Purpose of an APL AGM

  • The purpose of an APL AGM is to receive and consider the accounts and reports required to be laid before each AGM; for the delegates to elect Elected Directors, to notify the appointment of Specialist Directors and seek ratification of their appointment, for members to fix the auditor’s remuneration and when relevant appoint the auditor
  • Any other business required by the Constitution to take place at a general meeting will also be considered.

General meeting conduct

  • The general conduct of each APL general meeting and the procedures to be adopted at the meeting may be determined at, during or prior to the meeting by the Chairman
  • The Chairman can demand that any discussion or debate on any business being considered by the meeting is stopped and require that business to be put to a vote of the members or delegates present.

Resolutions and voting

  • The Chairman may adopt any procedure which in the Chairman’s opinion is appropriate for the proper and orderly casting of votes, whether on a show of hands or on a poll. The APL Constitution provides detailed guidance on voting procedures and the voting entitlements of members and delegates
  • No person may move at any meeting either a resolution or an amendment of any resolution without the prior approval of the Board or permission of the Chairman, except where otherwise provided by the APL Constitution.

Voting by proxy

  1. A member or delegate entitled to attend and vote at this meeting is entitled to appoint a proxy. A proxy form is enclosed with this notice for this purpose;
  2. A proxy need not be a member of the Company. A delegate may NOT appoint another delegate or a Director of the Company as his or her proxy;
  3. If you want to direct how your proxy votes, please mark one box only for each resolution (per proxy if applicable). If you mark the “Abstain” box, your vote will not be counted. If you do not want to direct your proxy how to vote, leave the boxes next to the resolutions blank, in which case your proxy may abstain from voting or may vote as he or she thinks fit;
  4. A completed proxy form must be signed by the appointing member or delegate, or his or her attorney, or if the appointing member is a corporation, as authorised by its constitution or by the Corporations Act;
  5. In the case of joint members, the signature on a proxy form of the first person appearing on the register of members of the Company shall be accepted to the exclusion of a proxy form signed by the other joint members;
  6. If a proxy form is executed by an attorney of a member, the attorney must declare that he or she has not had notice of revocation of the Power of Attorney. The relevant Power of Attorney (or a certified copy) must accompany the proxy form if it has not been previously noted by the Company;
  7. To be valid, the proxy form (and any Power of Attorney under which it is signed) must be received at:
Australian Pork Ltd

Level 2, 2 Brisbane Avenue

Barton ACT 2600

OR Australian Pork Ltd

PO Box 4746

Kingston ACT 2604

OR By FAX:
(02) 6285 2288

 

by 1.00pm (Australian Eastern Daylight Savings Time) on Tuesday 12 November 2019.

Any proxy forms received after 1.00pm (Australian Eastern Daylight Savings Time) on Tuesday 12 November 2019 will not be valid for the scheduled meeting.

 

A Members Proxy Form is enclosed with this notice.

By order of the Board

Mr Damien Howse

Company Secretary, Australian Pork Limited

Phone: 02 6270 8805

Email: damien.howse@australianpork.com.au

 

 

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Australian Pork Limited

The producer owned organisation supporting and promoting the Australian pork industry. Australian Pork Limited (APL) is caring for the future of Australian pork.