Australian Wool Innovation chairman Wal Merriman during Senate estimate hearings at Parliament House in Canberra. Photo: Andrew Meares

AWI proxy process quandry

There are still no answers as to how to rebuild trust in Australian Wool Innovation's board election process.

There are still no answers as to how to rebuild trust in Australian Wool Innovation's board election process.

The peak wool body’s deadline to respond to Senate estimate questions, from last October, expired in December – three questions relating to evidence of professional processes remain unanswered. 

National Senators Barry O'Sullivan and Bridget McKenzie questioned AWI bosses during a Senate estimates hearing in Canberra in October about transparency at board elections, following concerns raised by shareholders about AWI chairman Wal Merriman’s significant influence.

Mr Merriman told the hearing he controlled up to half the number of proxy votes at an annual general meeting and had access to voting information prior to lodging his votes.

The 32 responses to the 35 questions taken on notice during the explosive hearing have recently been made public and attempt to address senators’ concerns about the democratic election of AWI boards.

But responses to the questions revealed that in 2015, when Mr Merriman was up for re-election, he received a summary of the voting report as well as a proxy snapshot from share registry, Link Market Services (LMS).

Running tallies of the votes for each individual board candidate were also provided to AWI company secretary Jim Story, in addition to the total of votes cast. At last year’s election, Mr Merriman was not included in AWI’s correspondence with LMS. 

During the October hearing, Senator O’Sullivan said he had a “serious problem” with AWI’s election process.

“We have a progressive election and we have the returning officer sharing the progressive results with you, the client—problem number one - and now you share those progressive results with the chairman—problem number two,” Senator O’Sullivan said.

Mr Story said this was normal to enable an orderly annual general meeting, however Senator O’Sullivan rejected this comment and said “this is not normal corporate practice”. 

In the 2013 contested election, which resulted in the surprise ousting of former board member George Falkiner, 18.6 per cent of the 1.1 million eligible votes were cast.

Proxies tallied 98.8pc of votes received, marking 202,211 of the 204,488 total votes cast.

Mr Merriman held 179,861 of the proxies received in 2013, which is behind shareholder concerns about his use of proxy votes.

“Mr Merriman... you and you alone will determine who wins the free elections for the board if 50 per cent of the ballots cast are cast by you via proxy?”

Mr Merriman asked, "How do you expect me to stop them (farmers) from giving them to me?".

Senator O'Sullivan responded, "You need to decline them". 

He questioned allegations Mr Merriman directly appointed members to the Election Nominations Committee (ENC), which oversees the eligibility of board nominees for endorsement.

Senator O’Sullivan called for the tabling of minutes from the board meeting to “neutralise and truncate this”, and show whether a nomination process had been conducted.

Minutes of an AWI July, 2017, board meeting shows former NSW Primary Industries and cousin of Mr Merriman, Katrina Hodgkinson, was elected to the ENC this year, alongside stud breeder Robert Ashby, former AWI chairman Brian van Rooyen and AWI directors Mr Merriman and David Webster. 

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