Notice of Annual General Meeting

Transcription

1 Notice of Annual General Meeting 2015 Citrus Australia Ltd is a public company limited by guarantee, incorporated in Australia, the registered office of which is at 115 Lime Avenue, Mildura, VIC 3500 ACN Wednesday 11 November :00pm Rendezvous Hotel Melbourne 328 Flinders St, Melbourne, Victoria.

2 Invitation from Chair Dear Member I am pleased to invite you to attend the 7th Annual General Meeting (AGM) of Citrus Australia Ltd, my fifth as Chair. The following 2015 Notice of AGM contains details on the items of business that you have the opportunity to vote or comment on at the meeting, as well as explanatory notes and voting procedures. This year the AGM will be held at the Rendezvous Hotel, Melbourne and will be held in conjunction with our National Issues Forum to be held on the 11 th and 12 th of November, The Citrus Australia Board is proposing a Special Resolution this year following a review of our calendar of events/meetings and Member feedback. If the Special Resolution is passed there will be a six month interim period for Citrus Australia to transition to its new financial year. As always, I look forward to seeing many of you at the AGM to be held on Wednesday 11 November Tania Chapman Chair The resolution is requiring Members to change the financial year in the Constitution to a calendar year which will: 1) allow the AGM to be held in the first five months of each calendar year in conjunction with the Outlook or Technical Forum; and 2) change the membership period and payment cycle accordingly; more in line with seasons and cash flows CITRUS AUSTRALIA NOTICE OF MEETING 1

3 Update from CEO I m delighted to highlight some of Citrus Australia s achievements during 2014/15: Delivered tailored programs for China, Korea and Thailand including the first successful online registration system - saving time, reducing costs and allowing an earlier start to exports. Grew the National Residue Survey citrus export program. Consulted with over 500 growers and industry participants throughout the year during grower visits; regional forums; workshops; and the inaugural Citrus Technical Forum & Field Day. Developed submissions for the Agriculture White Paper; Senate inquiry into Agricultural Levies; and various parliamentary reviews into Free Trade Agreements. Financially Citrus Australia continues to grow its membership and corporate partner and sponsorship income. A profit of $35,157 was recorded for the 2014/15 year. The Citrus Australia team looks forward to continuing to serve our members and industry as the challenges and opportunities of the Asian century unfold. Judith Damiani CEO Participated in the development of new Country of Origin Labelling, set to roll out in late Facilitated a successful CitrusPoll 2014, and submitted a draft levy increase proposal to the Department of Agriculture. Boosted biosecurity with increased surveillance and a national simulation exercise. Strengthened the Australian Citrus Quality Standards; and concluded research to assist in the development of an Imperial granulation guide. Launched the inaugural Industry Awards at the 2014 AGM CITRUS AUSTRALIA NOTICE OF MEETING 2

4 Notice of Annual General Meeting Notice is hereby given that Citrus Australia Ltd (ACN: ) will convene its seventh Annual General Meeting of Members on Wednesday 11 November 2015 commencing at 5:00pm (Melbourne time) at the Rendezvous Hotel Melbourne, 328 Flinders St, Melbourne, Victoria. AGENDA WEDNESDAY 11 NOVEMBER :45pm Members registration opens 5:00pm Annual General Meeting opens Welcome to Members by the Chair Chair s and CEO s presentations Ordinary Business & Members questions ORDINARY BUSINESS Financial statements and reports To receive and consider the Financial Report, Directors Report and Auditor s Report for the financial year ended 30 June Election of Directors Resolution 1: That Ms Tania Chapman, being eligible, be reappointed as a Grower Member non-executive Director of Citrus Australia Ltd. Resolution 2: That Mr Iain Evans, being eligible, be appointed as an independent non-executive Director of Citrus Australia Ltd. SPECIAL BUSINESS Amendments to the Constitution To consider and, if thought fit, pass the following resolutions as Special Resolutions: Resolution 3: That Citrus Australia s financial year end is changed from 30 June to 31 December and Clauses 1.1 and 11.1(b) of the constitution be updated to reflect this change. Further information regarding this amendment is outlined in the Explanatory Statement accompanying this Notice of Meeting. VOTING Members are reminded of their voting entitlements under the Constitution of Citrus Australia Ltd. Each Grower Member present, in person or by proxy or attorney, shall have 1 vote per dollar of Membership Fee paid or payable by the Member for the Financial Year in which the relevant General Meeting is to take place. Accordingly, the Board of Directors has determined that only Grower Members who are financial, that is fully paid, as at 6.00pm on 10 November will be eligible to vote at the meeting. Members are also advised: (a) that a Member has the right to appoint a proxy; (b) that the proxy needs to be a Grower Member; and (c) that a Member, who is entitled to cast 2 or more votes, may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the proxy does not specify the proportion or number of the Member s votes each proxy may exercise, each proxy may exercise half of the votes. Affiliates are welcome to attend but are not eligible to vote. PROXIES A proxy form is attached if required. The completed and signed proxy form must be received by the Company Secretary, Kellie Nulty, before 8.00am Monday 9 November You can lodge your proxy form by any of the following: Hand deliver to: Citrus Australia Ltd, 115 Lime Avenue, Mildura, VIC 3500 Mail to: Citrus Australia Ltd, PO Box 10336, Mildura, VIC 3502 Fax to: to: admin@citrusaustralia.com.au Dated at Mildura on 12 October 2015 By Order of the Board of Directors Kellie Nulty Company Secretary 2015 CITRUS AUSTRALIA NOTICE OF MEETING 3

5 Explanatory Notes HOW BUSINESS WILL BE CONDUCTED Under the Corporations Act 2001, the Directors are required to lay before the meeting the Financial Report and associated reports of the Directors and Auditors for the financial year ended 30 June No resolution is required for this item of business. Members will have an opportunity at the meeting to ask questions about, or make comments on, these reports and the management of the Company. The Company s Auditors, although not attending the meeting, will be available at any time prior to take Members questions about the conduct of the audit, the Auditor s report, the Company s accounting policies and the independence of the Auditors in relation to the conduct of their audit. ELECTION OF DIRECTORS RESOLUTIONS 1 & 2 Background Information There are two non-executive director vacancies, one for a grower member and one for an independent. One of these vacancies is as a result of the constitutional requirement for directors to retire from office at the conclusion of each Annual General Meeting (AGM) after three years of service. The Constitution provides that each retiring Director is eligible for reappointment. The Board of Citrus Australia has, as required by the Constitution, appointed a Director Selection Committee (DSC) to nominate candidates to Members for appointment to the Board of Citrus Australia Ltd. The DSC, following a call for applications in July/August 2015, reviewed and ranked all applications received against key selection criteria and the incumbent Board skills matrix developed in conjunction with the Board performance review. As a result of this process, the DSC has made the following recommendations: That Ms Tania Chapman be re-appointed as Grower Director. That Mr Iain Evans be appointed as an independent Director. As the number of nominations does not exceed the number of vacancies, members are requested to appoint the Directors by Ordinary Resolutions accordingly. Resolution 1 TANIA CHAPMAN Tania Chapman was appointed to the inaugural Board of Citrus Australia Ltd in 2008 and has served in the position of Chair since March Tania manages a large citrus growing business, and provides specialised bookkeeping services to horticulturists in the Sunraysia region. In addition, Tania is the current Chair of the Voice of Horticulture, industry representative member of Plant Health Australia, was the 2012 Victorian Rural Industries Research & Development Rural Woman of the Year, a Nuffield Scholarship recipient and member of Horticulture Australia Limited s Director Selection Committee. She is also a graduate and member of the Australian Institute of Company Directors. What is the recommendation? The DSC s recommendation, as endorsed by the Board of Directors, is that you vote in favour of this resolution. Resolution 2 IAIN EVANS Iain is a former South Australian politician who has held respected roles on industry, Cabinet and Government committees. Iain was elected to the South Australian Parliament in 1993 and retired in 2014 and has held various Ministerial/Shadow Ministerial portfolios including Treasury, Industry & Trade; Industrial Relations and Small Business. Iain served as the Leader of the Opposition as well as a Member of the Murray Darling Basin Ministerial Council. Iain has been a CEO of a food export business and is currently the Chair of the Lenswood Coldstores Cooperative Society. He is a graduate of the Australian Institute of Company Directors. What is the recommendation? The DSC s recommendation, as endorsed by the Board of Directors, is that you vote in favour of this resolution CITRUS AUSTRALIA NOTICE OF MEETING 4

6 AMENDMENTS TO THE CONSTITUTION RESOLUTION 3 Background Information Citrus Australia s major events, ie. the Technical Conference and Outlook Forum, are held during March on alternate years, with the AGM being held in November. This has made it difficult for members to attend both events. Therefore, the Board is recommending that Citrus Australia change its year end date to 31 December to enable the AGM to be held at the same time as it major events. This will also change the membership fee payments cycle to align with the new financial year. This requires the following changes to the constitution: By replacing the definition of Financial Year in clause 1.1 with: Financial Year means the year expiring on 30 June 2015, the 6 month period expiring on 31 December 2015, the year expiring on 31 December 2016 and each subsequent year expiring on 31 December By replacing 1 July in clause 11.1(b) with 1 January. This will also require a transition period of six months (1 July to 31 December 2015) and a subsequent interim AGM to be held in the first five months of What is the recommendation? That you vote in favour of this resolution. QUESTIONS FROM MEMBERS Members are requested to submit questions in advance regarding Citrus Australia Ltd s business and operations, the financial report, the Auditors report or the conduct of the audit. Member questions must be received by 9.00am on Wednesday 28 October The Chair of the meeting will endeavour to answer as many of the most frequently-asked, valid business-related questions as is practicable during the course of the meeting. VOTING MEMBER NOMINATED REPRESENTATIVE Grower Members attending the AGM will need to appoint a person to act as its voting representative by completing the attached form and: Returning completed form to Citrus Australia Ltd, or Providing the nominated representative with the completed form to bring to the meeting General Information ATTENDING THE MEETING Location Rendezvous Hotel Melbourne 328 Flinders St, Melbourne VIC 3000 Date Wednesday 11 November 2015 Time 5:00pm (Melbourne time) Registration Members registration opens at 4:45pm VENUE INFORMATION Accommodation is available at a special delegate rate. Delegates should contact the Rendezvous Hotel Melbourne directly to book their accommodation. The Rendezvous are contactable on (03) For your convenience, you can submit your questions: Mail to: Citrus Australia Ltd, PO Box 10336, Mildura, VIC 3502 Fax to: to: admin@citrusaustralia.com.au 2015 CITRUS AUSTRALIA NOTICE OF MEETING 5

7 Citrus Australia 2015 National Issues Forum & Annual General Meeting The industry s only bi-annual national forum for setting directions in R&D and policy. Wednesday 11th November Rendezvous Hotel Melbourne, Victoria. 11 & 12 November, Citrus Australia Welcome & Introduction Horticulture R&D framework Horticulture Innovation Australia Update Session 1: Regional Roundup What are the keys issues for each region? Morning tea Session 2: Export Market Access How can we boost exports and returns? Lunch Session 3: Biosecurity How can we better protect our industry from serious biosecurity threats? Afternoon tea Session 4: Skilling Up Our People What are the gaps in our training and leadership? Citrus Australia Annual General Meeting (members only) Course Dinner & Drinks, Rendezvous Hotel Melbourne Thursday 12th November Session 5: Labour Issues What are some innovative solutions to skills and current shortcomings? Morning Tea Session 6: Citrus Quality Standards Progress Update What more is needed to drive the focus on taste? Lunch Session 7: National Tree Census & Production Forecast What do current planting trends hold for future marketing? Summary & Closing 2015 CITRUS AUSTRALIA NOTICE OF MEETING 6