PROPOSED changes which would have meant a major overhaul to CBH Group's board size and composition have been denied by growers, with Farm Weekly understanding 58.49 per cent of members voted against the suggested improvements at today's Annual General Meeting (AGM).
The suggested changes, which were made last year after an extensive governance review, included maximum board tenure, reducing the number of grower-elected directors from nine to seven and introducing Statewide directors.
On the proposal to introduce a maximum of three three-year terms for directors, plus a potential additional term for the chairperson, Farm Weekly understands a total of 1019 votes were cast by members, with 569 (55.84pc) voting in favour of the changes and 450 (44.16pc) voting against.
As a two-thirds majority vote is needed for a special resolution in order to change the CBH rules, the resolution failed.
The proposal to reduce the number of grower-elected directors and introduce a hybrid board model including two Statewide directors also attracted 1019 votes, 423 (41.51pc) in favour and 596 (58.49pc) against.
Speaking at the AGM, before the vote was announced, chairman Simon Stead said successful co-operatives regularly review and test their governance structures and processes, to ensure they are meeting the needs of their members.
"During the past few months, quite rightly, there has been a great deal of discussion on the outcomes of the governance review and the proposals being considered today, with members sharing different views on the proposals," Mr Stead said.
"These are important proposals for our members to discuss and understand.
"While some members have very strong views on these proposals, on both sides, it is important to respect the views of other members on these matters."
While the changes to the board were denied, the resolution to amend the rules of CBH to facilitate the holding of virtual or hybrid meetings and the resolution to ratify the appointment of independent director Alan James Mulgrew for a further three-year term were passed.
Over the past few months, there had also been a lot of discussion around whether there should have been elections held in districts 1 and 4 before the AGM.
Mr Stead said while the current CBH Rules provide for nine member directors in the usual course, the rules specifically recognise that there can be casual vacancies for some period, and that the remaining directors can continue to act during these periods when there are less than the full number of 12 directors.
"Shortly following the casual vacancies which arose over the past year, we commenced the governance review which led to a proposal to reduce the board in size," he said.
"In view of this proposal, it was appropriate and pragmatic to allow members to have their say on this proposal, before it was decided whether the existing board vacancies should be filled or not.
"As the board has previously advised, if members do not support a reduction in board size then district elections will be held in districts 1 and 4 as soon as possible after today's AGM to return to there being nine member directors."
For more on the CBH AGM, check out next week's edition of Farm Weekly.