Trisha Gorman and Robert Burbury have survived an attempt to have them removed from the Murray Irrigation board as independent directors, but only just.
Hold tight - we’re checking permissions before loading more content
After several weeks of debate which spilled into the local media, motions put to shareholders by requisitioning directors Steve Fawns, Troy Mauger and Brendan Barry were lost on Wednesday.
Shareholders sent a strong message of dissatisfaction however, with the division in votes for each motion being about 200 votes.
The vote to remove Mrs Gorman was lost with 552 people voting for removal and 740 voting against. Six people abstained from voting.
The vote to remove Mr Burbury was lost with 543 people voting for removal and 745 against. Ten people abstained form voting.
The result triggered the pre-vote commitments of Mr Fawns, Mr Mauger and Mr Barry to resign from the board, despite a last minute attempt to withdraw their resignations.
The trio made the request on Tuesday night, but after obtaining advice the company said the commitments were “irrevocable”.
Their Murray Irrigation Limited email addresses were shut down Wednesday afternoon, and their profiles have already been removed from the company website.
Company secretary Nathan Holahan said a process will now be undertaken to appoint new directors.
“As communicated with shareholders in the lead up to the meeting, this result means that directors Steven Fawns, Brendan Barry and Troy Mauger will no longer be serving on the Murray Irrigation Board effective immediately,” Mr Holahan said when announcing the results via a shareholder update about 3pm Wednesday.
“I’d like to thank you all for taking a keen interest in the future of the company and for participating in the general meeting processes.
“A process will now be undertaken to appoint new directors to the Murray Irrigation Board.
“We look forward to sharing further information with you once the board has convened to formalise the director nomination arrangements.”
In his opening address at Wednesday’s meeting, board chair Phil Snowden said the remaining board members would likely look to appoint an “expert, independent review panel” to fill the casual board vacancies.
“This would be quicker than a director election, and shareholders would be able to vote on the appointees at the annual general meeting in November,” Mr Snowden proposed.
In presenting their reasons for the removal of Ms Gorman and Mr Burbury, Mr Fawns, Mr Mauger and Mr Barry argued that neither had satisfactorily met the requirements of an independent director.
On behalf of the trio, Mr Mauger’s opening address highlighted that they were elected to the board in November “on a platform of change” and suggested that as independent directors Ms Gorman and Mr Burbury had failed to call out failures of the board to meet the benchmarks of the operational plan.
In particular reference to Ms Gorman they claimed she had not completed the required director’s course, had failed to deliver the agreed work plan as a member and chair of the committee looking at remuneration and had not been effective in improving corporate communication or the ICT strategy development.
They also claimed she did not fit the criteria of a director, which they listed as being someone with experience with communications and interpersonal skills and finance, engineering and governance skills.
In reference to Mr Burbury, the trio claimed he did not meet the criteria of a director, as listed above.
A question from the floor, from former MIL director Waander van Beek, also questioned the skills of the two non-shareholder directors in moving forward with the important discussions on water buybacks under the Murray-Darling Basin Plan and their knowledge in the water sphere.
When given her chance to speak to the motion on her removal, Ms Gorman said the projects she has been put in charge of had been pushed to the side because of the motions being brought.
She also defended her professional history which includes 20 years’ experience in both the private and the government sectors, including as an experienced information and communications technology consultant, and providing professional and business coaching services.
When given his chance to speak to the motion on his removal, Mr Burbury said while a director “can’t be an expert in every aspect”, he felt his 20 years as a company CEO, experience as an independent director for other companies and governance experience spoke for itself.
He also argued that the board could not be deemed ineffective as the requisitioning directors had inferred because it was meeting the objectives of the strategy and adovocacy plan to: deliver water efficiently and cost effectively; provision financially and physically for our infrastructure on an intergenerational basis for our grandchildren; advocate only on issues where MIL can materially influence; and develop a capable workforce, systems and processes which can deliver MIL’s mission.
During the more than two hour meeting, shareholders were given the opportunity to question any of the board members, with CEO Ron McCalman and Mr Holahan also taking questions as required.
Comments were made about the pushing through of the business review which “some are far from happy with”, and how the requisitioning directors would rebuild and guarantee “the same level of performance or higher“ if the vote was won the two independent directors’ removals triggered the resignations of Mr Snowden, deputy chair Lachlan Marshall and company CEO Ron McCalman effective immediately.
Concerns were also raised about losing traction on the positive relationships the board has built in Canberra and relevant advisors and departments on water policy, including the Basin Plan.
Former MIL chair Mark Robertson sought a commitment from both sides of the argument to finally release the full report on an independent review conducted in 2017.
Mr Snowden committed to reviewing the report and, if not subject to confidentiality, consider releasing the material.
Multiple questions were raised about how the board - whichever side remained - would approach conflict resolution in the future to prevent a similar division in the board from playing out.
Mr McCalman and Mr Holahan were also asked to explain why shareholder contact details were given out to non-shareholder directors, after which Ms Gorman sent targeted text messages encouraging people to vote ‘no’ to the motions.
Mr McCalman did say this was allowable under MIL policy if requested, but Ms Gorman maintains she did not use the information and had her employees assist her with data mining to obtain the numbers required without personal information attached instead.
Mr Holahan said there were ongoing inquiries in regards to this matter, with an investigation to be conducted by independent auditors.
While the vote has concluded, Mr Holahan said the company understands the process has been difficult for everyone involved, including shareholders.
For that reason, the free counselling service for MIL staff has been extended to shareholders temporarily.
“In recognition of the difficult circumstances Murray Irrigation and its shareholders are currently facing, the company is extending its Employee Assistance Program (EAP) free of charge to all shareholders until May 8.
“Throughout this period, AccessEAP is also providing an additional dedicated phone support service, where 30-minute confidential counselling sessions can be pre-booked.
“This service is entirely confidential and available to all shareholders who feel they need extra care and support through this time.”
Senior journalist