Two must go
Landholder concerns as Murray Irrigation directors say . . .
A furor which erupted over a letter sent to Murray Irrigation Ltd shareholders from the company’s Board trying to influence the current election has taken an explosive new turn.
Murray Irrigation has now issued a public statement moving a vote of no confidence in two of its Board members — James Sides and Chris Brooks.
Published on the company’s website on Friday and signed by current chair and election candidate Bruce Simpson, it says a meeting will be called with the intention of removing Mr Sides and Mr Brooks in November.
Shareholders will be invited to vote on the no confidence motion at that meeting.
Neither Mr Sides nor Mr Brooks could be contacted for comment before going to print yesterday.
But other shareholders have expressed concern at the action, with well known local farmer Karen Macdonald stating she had ‘‘lost faith in the Board’’ and Berrigan’s Graeme Pyle saying the company’s boardroom public squabbles had shaken his confidence in the Board at a time when shareholders were looking for ‘‘guidance and governance’’.
Mr Sides is one of three existing directors seeking re-election to the board, in an election for which voting closes today.
Earlier this month, the company’s Board sent a letter to shareholders refusing to endorse Mr Side’s re-election, citing that his conduct ‘‘in the Board’s view, has failed to meet the minimum requirements of a Director of the Company’’.
The Board said its stance was based on a review of the findings ‘‘of both an internal assessment of performance and an external review of governance’’.
Mr Brooks came out in support of Mr Sides, saying ‘‘I am not at all in support of this statement (from the Board), and do not support what I believe to be a flawed process, or in my opinion a breach of confidentiality and unity of a board of management’’.
The same external review is now being cited as the reason for this vote of no confidence motion in the two directors.
Speaking to the SOUTHERN RIVERINA NEWS on the motion, Mr Simpson said ‘‘enough is enough’’.
‘‘The shareholders have a right to know what's going on,” Mr Simpson said in justifying the Board’s decision to publicly move the vote of no confidence.
‘‘In view of the findings of the review, this is what is needed to be done to return to being a functional Board.
‘‘I am only at liberty to tell certain aspects (due to legal constraints), but the primary reason is to do with behaviour that has led to dysfunction.
‘‘The review was conducted totally independent of the company — by Deloitte with legal firm HWL Epworth — because the Board had become dysfunctional and issues were raised that needed investigating.
‘‘Some of those issues were substantiated, others were not but the findings were that James Sides and Chris Brooks contributed to the dysfunction.
‘‘This is an unprecedented situation for the Board.’’
Mr Simpson said the report would remain confidential and subject to legal professional privilege.
But he said based on its findings, the Governance Committee — consisting Mr Simpson, board deputy chair Ben Barlow and fellow directors John Bradford and Tim McKindlay — “concluded that the removal of Mr Sides and Mr Brooks as directors would provide the best opportunity for the Board to resolve its current dysfunction and enable the Board to achieve a base level of operational competence, trust, respect and confidence”.
‘‘The five directors have therefore resolved to call an Extraordinary General Meeting to remove Mr Sides and Mr Brooks from the Board. The EGM is likely to be held in late November when a motion to remove them will be put to shareholders,’’ Mr Simpson said.
Company shareholders say both the endorsement letter and no confidence statement paint the company in poor light.
Berrigan shareholder Gra- eme Pyle said he personally had lost confidence in the entire board, and also questioned the timing of the announcements.
‘‘It is a bewildering way for a body that is supposed to be running a farmer-owned institution that we rely on being run well,’’ Mr Pyle said.
‘‘It reduces my confidence in the board as a whole if this is what’s coming up.
‘‘Getting a directive from the board on how to vote was just ridiculous. I haven’t met anyone who has said it was a good idea (to publicly choose not to endorse an existing director).’’
Both the endorsement letter to shareholders and the vote of no confidence motion have been issued in the voting period for director elections.
Mr Simpson said the timing was unavoidable.
He said the review started in May this year. The first part of the report was released last month, prompting the company’s letter to shareholders refusing to endorse Mr Sides.
Mr Simpson said the final part of the report was only received last week.
‘‘The Governance Committee then met on Tuesday, and then we had the director meeting on Thursday evening,’’ Mr Simpson said.
‘‘When you have information before you as a board, you have to inform the electorate. We had an obligation.’’