On Wednesday 2 August 2023 Holstein Australia called for nominations for 3 vacant Director positions on the Board. Two Director positions are automatic and occurred when sitting Directors Gino Pacitti and Jacqui Suares retired as required under the Constitution. The 3rd Director position was a result of a casual vacancy created by the early resignation of Jenny Grey as a Director to take effect at the end of the 2023 AGM.
Insufficient nominations and triggering of Rule 25 (d)
At the close of nominations on Wednesday 16 August 2023, the company secretary had received one nomination only, from Gino Pacitti.
This meant the Board had a vacancy for:
One full term position and
A part-term position of one year.
As a consequence of the above, the Board decided to activate Rule 25 (d) which states:
“If the number of directors in office at any time is not sufficient to constitute a quorum, or is less than the minimum number of directors fixed under this Rules, the remaining directors must act as soon as possible to appoint additional directors.”
Current Director Jacqui Suares, although eligible to do so, decided not to renominate for the full term Director position. The Board asked if she would accept an appointment to fill the part-term position. Director Jacqui Suares confirmed and accepted this appointment to the Board for a fixed 12 months term.
Following the 2023 AGM the Board will operate initially with four Directors. Therefore, one of its first actions will be to address the Director vacancy. The Board acknowledges it is entitled under Rule 50 (16), to appoint a Director in the case of a casual vacancy or as an addition to the existing elected Directors.
Board & Director Skills matrix
Following the 2023 AGM the Board’s intention is to undertake a Board & Director skills matrix. The purpose is identify the skills, knowledge, experience and capabilities desired of the Holstein Board as a whole. This will enable the Board to meet current and future challenges. In addition, the Board & Director skills matrix can be used to identify any gaps or areas for improvement in the Board’s composition, and to inform Board succession planning and recruitment for the future.
Communication of Director Nominations
The Board appreciates that members are interested to know who has nominated for any of the vacant Director positons. Historically, unless there was a ballot required, Holstein Australia simply announced the nominees when confirmed at the AGM.
Following feedback and discussions with members, the practice now to be followed will be that the name(s) of the nominees when there is no ballot required, will be disclosed in the Notice of Meeting i.e. the AGM agenda.