GROWERS have been provided with details on how the proposed rule changes to CBH Group's board size and director tenure would be implemented if approved at the 2021 annual general meeting (AGM).
Last month, 77 per cent of CBH members surveyed supported a maximum number of terms for directors, while 61pc supported a reduction in board size, the introduction of Statewide directors and the introduction of a hybrid model which includes five district-elected member directors, two Statewide-elected member directors and up to three independent directors.
Based on the percentage of members that supported the suggestions, the proposed rules changes will be voted on by shareholders at the AGM.
CBH chairman Simon Stead said it was important to remember that when reviewing the proposed board changes, it's necessary to look to the future and consider how growers want the co-operative to be set up for success.
"There will be some impact to individual directors, but I ask you to consider that these decisions are greater than the current board, they are about the future of our co-operative," Mr Stead said.
"The hybrid model allows for district-elected directors to continue bringing valuable knowledge from their districts and widens the pool of available potential directors for the Statewide-elected directors.
"Together with the introduction of a candidate assessment panel, these changes all encourage merit-based voting of member directors."
If the proposed changes are supported by the majority of members at the AGM, CBH will transition into the new model using some of the natural election timelines and vacancies that occur in the director elections process.
If two Statewide directors are introduced, these positions would be open for nomination in the same year, that way candidates would not have to choose between standing in a district election or a Statewide election in the same year.
Mr Stead said if supported, they intend to introduce both Statewide positions in the 2022 director elections.
"That would align with our intended timeframe to publish desired skills and attributes of directors and the introduction of the candidate assessment panel," he said.
"Together, these governance changes would provide members with more factual information when voting in director elections and encourage candidates who match the skills required to nominate for a board position."
In district one, one director position is due for election in 2021 - it has been held by Brian McAlpine for three, three-year terms and he has informed the board that he does not wish to nominate for a further term.
No district one election will be held in February 2021 and, if both the term limit and board size changes are approved at the 2021 AGM, this position would not be replaced.
Ken Seymour would remain as the district one director with his current term finishing in 2023 at which stage there would be a district election.
Mr Stead said one director position in district two was due for election in 2022.
"This position is held by Jeff Seaby, as the new Statewide directors would be introduced in the same year, no other district elections would be held," he said.
"As such, this position would transfer from a district-elected position to a new Statewide-elected position and it would be open for Mr Seaby to stand in the statewide election process.
"John O'Neil would remain as the district two director with his current term finishing in 2023 at which stage there would be a district election."
In district three, one director position is open for election in the upcoming 2021 director elections - it has been held by Natalie Browning for one three-year term.
The new term will end in 2024 and this position would remain as the district three director.
"The second district three position has been held by Kevin Fuchsbichler for almost 14 years, with his current term ending in February 2022," Mr Stead said.
"If both the term limit and board size changes are supported, Mr Fuchsbichler would be able to fulfil the remainder of his term.
"At the 2022 election, the position would then transfer from a district-elected position to a Statewide-elected position and Mr Fuchsbichler would not be eligible to stand in the statewide election process as he would have exceeded the new maximum term limit."
There is currently one district four director following a by-election earlier this year, held by Helen Woodhams.
The position would remain and under the new model, Ms Woodham's term would finish in 2023 at which stage there would be a district-based election.
If the board size changes are supported, the second district four position would not be replaced.
In district five, there is currently only one director - a position which has been held by Mr Stead for two three-year terms.
"The position is open for election in the upcoming 2021 director elections, the new term will end in 2024 and this position would remain as the district five director," he said.
"I would like to make it clear to our members that if the board size changes are not supported at the 2021 AGM, we will hold an election for districts one and four as soon as possible following the AGM."
In summary, if CBH members support the proposed changes to term limits and board size and composition at the upcoming AGM, the co-operative will manage a considered transition over two years.
It will work with natural election timelines and current vacancies to implement the transition in a considered manner with minimal impact on existing positions.
Statewide elections would not be run in the same year as district elections and Statewide elections would be introduced in 2022, aligning with the publishing of desired skills and attributes of directors and the introduction of the Candidate Assessment Panel.
All members will be able to vote in the new Statewide elections and district elections would run as they currently do, with only members from the district entitled to vote in their own district election.
