PROPOSED changes which would have meant a major overhaul to CBH Group's board size and composition have been overwhelmingly denied by growers, with 58.49 per cent of members voting against the suggested improvements at last Thursday'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.
The proposal to reduce the number of grower-elected directors and introduce a hybrid board model including two Statewide directors attracted 1019 votes from members, with 596 (58.49pc) voting against the change and 423 (41.51pc) voting in favour.
The resolution to introduce a maximum of three three-year terms for directors, plus a potential additional term for the chairperson, also received 1019 votes, 450 (44.16pc) against and 569 (55.84pc) in favour.
As a two-thirds majority vote is needed for a special resolution in order to change the CBH rules, the resolution also failed.
CBH chairman Simon Stead said the board invested a lot of time in doing research and a peer review before going out and conducting extensive member engagement for the governance review.
"As a board, we showed some leadership in putting a point of view across, rather than just leaving it entirely up to the members to decide," Mr Stead said.
"But once we put the resolutions to the members, we stepped back and let them make their decision - we didn't really enter into the debate in the final month as it fired up and strategically left it to the members to decide.
"We absolutely accept the vote of the membership, there's obviously less appetite than we thought for those resolutions and I think it puts the issue of board size and tenure limits to bed."
For those two major resolutions, a total of 1019 votes were cast by members, however the survey that was run by CBH which originally informed the suggestions attracted 1200 growers.
Mr Stead said the board had worked hard to get the survey data to have enough critical mass to be what they thought would be statistically correct.
"As far as voter turnout, it is one of our higher turnouts - the AGM in 2000 where the resolution for corporatisation was up had 36pc of people vote, this time around we've ended up with 27pc voter turnout," he said.
"I would like to get higher member engagement but it is difficult to read if people not voting means that they're happy with the status quo or if it means they just don't feel the need to get involved.
"I would like to drill down into that and the board needs to know why more people don't vote."
While the resolution to change the board size and composition was comprehensively rejected, the suggestion to introduce a limit on director terms attracted over 50pc of the vote, just not the two thirds majority required.
Despite the close call on that particular resolution, Mr Stead said the board has no intention to raise it again in the foreseeable future.
"One thing that we learnt from the peer review process was that successful co-operatives do regularly test and review their governance structures to ensure that they are meeting the members needs," he said.
"As far as bringing up those major resolutions before the members again, I don't think that will happen unless it was member driven.
"We will move forward and it's for a board of the future to determine when another governance review needs to be done to look at these things."
Two of the resolutions may have been denied, but 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.
Along with that, improvements that do not require a rule change have already been progressed by the board.
