THE fate of independent CBH Group director Denis Thompson hangs in the balance following a controver

12 Apr, 2007 07:00 PM

A procession of speakers argued for and against the original motion leading up to the vote, before it was passed by a clear majority: 65 in favour to 38 against.

Despite the obvious result, a group of 11 disgruntled shareholders, comprising mainly vocal members of the Wheat Growers Association (WGA), lodged a signed petition calling for a separate poll to ratify Mr Thompson¹s appointment.

The group, who described themselves as The Concerned CBH Shareholders Group, urged shareholders to vote against the original motion, saying it was ³not a personal attack² on Mr Thompson.

The group is seeking to reduce board numbers from 12 to 11 in a move designed to give growers greater control over the company¹s activities.

Privately, the CBH Group is seething over the poll, which will now require members to lodge a postal vote some time later this month.

The majority of members who attended the AGM were also outraged by the poll move, with many describing it as nothing more than a continuation of the recent disharmony in the grains industry.

A postal vote can be called under article 71 of the CBH Group¹s Articles of Association which declares that a poll may be demanded by the chairman presiding at any meeting or by five or more members present.

The Group also believes that the company can save money by subcontracting outside director expertise if and when required.

Despite the recent election results, where two sitting directors were dumped in favour of similar arguments by WGA-endorsed candidates, there remains strong feelings against the Group¹s move to stack the board with single desk supporters.

Many shareholders feel that the independent directors with specialised skills have value and would prefer to have them on the board, rather than directors with what appeared to be biased opinions on wheat marketing.

All CBH Group grower shareholders will be mailed a ballot form with a covering letter in the next few weeks and will be required to vote either yes or no on the resolution that was put to the AGM.

But while Mr Thompson¹s fate hangs on that outcome, which will be deemed to be the final result, the board does have the option of appointing another independent director.

CBH has declared that if the poll fails to ratify Mr Thompson¹s position, it is highly likely to appoint another independent director to replace him that will need to be ratified at next year¹s AGM, rendering the exercise almost useless.


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