At the 2022 Annual General Meeting members are being asked to vote on three special resolutions relating to the Association’s committees, the role of Company Secretary and adoption of the proposed changes. HA President, Garry Carpenter, explains what the proposed changes would mean for the Association.
This article has been updated. It now includes answers to questions asked at the two Member Information Sessions held in late August and early September. Scroll down.
To view or download the Notice of AGM (including information on the Special Resolutions), Proxy Form and all materials relating to the AGM click HERE.
If you want to attend the AGM online please register by clicking on the highlighted text in this sentence.
If you cannot attend the AGM but wish to vote complete the Proxy Form and either email to email@example.com by 10am Tuesday 13th September OR give to someone who is attending the AGM in person to present on the day.
Where is the AGM being held?
The 2022 Annual General Meeting will be held as part of Holstein Highlights at The Mercure Ballarat Hotel & Convention Centre, 613 Main Road, Golden Point, Ballarat, VIC 3350 on Wednesday 14th September, commencing at 10am AEST.
About the Special Resolutions Q&A with Garry Carpenter
What are the proposed changes?
The first resolution focuses on HA’s committee structure. Currently two member committees support the Board, the Breed Development & Conformation Committee (BDCC) and the Strategic Directions Committee (SDC). An additional two committees (Board Sub-committees), Finance and Audit & Risk, also support the Board.
The proposed changes would see the BDCC split into two new committees, the Classification & Awards Committee and the Genetic Improvement Committee.
A new Member Engagement Committee would be formed in place of the SDC. It’s fair to say that since the implementation of our current 5 year Strategic Business Plan, which the SDC played an important role in putting together, there’s not really been the need for the SDC to meet. This new committee would have a different focus.
The two Board Sub-committees, Finance and Audit & Risk, would remain.
The final change is to the role of Company Secretary. This is currently fulfilled by the CEO. The proposal is that the Board can appoint an appropriately qualified individual to this role. From a corporate governance perspective this is regarded as industry best practice.
In simple terms the proposed committee structure (Special Resolution 1) is all about increasing the level of member engagement with the Association, adapting the Association to suit where the dairy industry is at and making best use of the expertise and passion of members for the Holstein breed.
It’s also about streamlining the Association’s operations to meet current member and industry needs today and in the future.
Pretty consistently over the last couple of years the Board has had feedback that members want to have more input and contribute more to the Association. The proposed changes will facilitate that.
The independent expert advice we’ve had is that the proposed structure will facilitate the kind of engagement required for the Association to thrive and prosper.
The Board reviewed the current structure over the last 18 months and looked at what a best fit structure would look like. This included contact and discussion with current committee members and the involvement of Enterprise Care.
What would the proposed changes mean for members?
For members I’d say it’s pretty clear. The more you want to get involved, the more opportunity there will be. It’ll be easier to get involved and be a member of a committee in an area that really interests you and provide guidance and advise to the Board.
If you have a passion for genomics, put your hand up for the Genetic Improvement Committee. If your passion is showing, or you really want to contribute to the Class system, then Classification and Awards would be your committee.
If your focus is on youth or our Sub-branch network and helping harness the passion and interest of members and increasing the value the Association provides to members, then the Member Engagement Committee would be an ideal fit.
I reckon it’s pretty exciting. There’s a lot of talent out there. As a Board member you hear quite often ‘the Association should be doing this’ or ‘why aren’t we doing that’. The proposed structure will enable you to be more engaged with the breed and Association.
It is also designed to meet current and future HA needs. It allows the Board to be adaptable going into the future, with the facility to change or establish new committees based on the needs of the membership.
What would the committee changes mean for the Association?
The Board believes the proposed structure will serve the Association’s core business in the best way possible.
For the Board to do it job, we need feedback and information from breeders and farmers in specific areas that we believe is lacking at present. The proposed structure is designed to address this whether it be in matters relating to the breed, youth, or other areas that will impact on the Association into the future.
The dairy industry is ever changing, and we know HA needs to constantly adapt to this by identifying new opportunities. The more people we have involved, the more easily we can do this.
Why is the Board recommending that the role of Company Secretary (Special Resolution 2) be split from that of CEO?
We’ve been advised that it is industry best practice, and it makes sense. So good governance. Again, as with this whole process, the Board has been very diligent in securing expert advice in this area from specialist governance advisors, Enterprise Care.
And what is the final resolution, ‘Transitional Provisions’, all about?
That’s simply about getting the changes, if adopted by the membership, up and running in the most timely manner possible.
Member Questions from Information Sessions
Is the CEO currently on the Board or becoming a Board member?
No. As is common place with most not-for-profits and Associations the CEO participates in Board discussions but does not have a vote. At each meeting the Board has what is referred to as an in-camera session, where they have a discussion without the CEO present. This a standard practice for all Boards.
Why separate the Company Secretary and CEO role?
It allows the CEO to participate more effectively in Board meetings without being encumbered by taking minutes and other Company Secretary duties. It also provides the Board with an independent and dedicated person who is responsible for governance matters such as drafting agendas, communicating with committees and handling legal requirements such as lodging details with ASIC.
Why have committees appointed by nomination rather than by election?
HA is not alone in having a lack of volunteers standing for election to committees. This is increasingly becoming an issue for all not-for-profits and Associations, with many of these organisations moving to a nomination rather than election process.
At committee level, the Board has been advised that current governance best practise is that individuals nominating for positions (rather than putting themselves up for election) improves the ability of members to participate.
On elections, the Board is elected by the members to act in their best interest and the best interest of the Association. That isn’t changing.
To achieve diversification and increase engagement why not create sub-committees of existing committees?
Sub committees and new committees can be created now. Sub-Committees could be cumbersome with multiple layers. The proposed structure was created from a clean slate with idea of being as flexible and efficient as possible.
The committees put forward are proposed. What is before the membership is a proposal that creates a structure that allows committees to be created that address the specific needs and interests of the members.
What if there is a cross over between Committees or Committee subject matter?
For example, a discussion about type breeding values should involve both the proposed Classification & Awards Committee and the Genetic Improvement Committee. Joint committee meetings would be encouraged and have occurred previously under the current structure. These could be on as needs basis or it could be a regular meeting held annually.
Is the focus of the Board or the Association changing?
No. Amongst other governance obligations the Board has responsibility for 3 key pillars that are the foundation of the Association.
Breed development & integrity
Fostering member engagement
The rules currently address these fundamental requirements. The rule changes still require the Association to have committees that address these specific areas.
Does this increase the power of the Board?
No. What is proposed is not about Board control or removing member’s rights but rather a better approach to cater for member interests. The proposed structure further enables individual members and Sub branches to provide feedback to the Board directly, as opposed to the sometimes cumbersome process of via committee.
How do I provide feedback to Board now or in the future?
That hasn’t changed. Every member is able to contact Board members direct on matters relating to the Association, breed development and integrity and member issues. All Board member contact details can be accessed here on the Holstein Australia website.
I missed the online information sessions. Why can’t I see a recording?
HA received feedback from some member participants refusing permission for recordings of the information sessions to be distributed or hosted online.