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2021 Annual General Meeting Outcomes


The CBH Group Annual General Meeting was held today at Optus Stadium, Perth.

The outcomes of the resolutions are below:

Resolution 1 – Amendments to the Rules of the Co-operative – Maximum Board Tenure

The proposed amendments to the CBH Rules would limit the length of time that a Director may serve on the Board to three terms regardless of whether those terms are served consecutively or not. Certain limited exceptions would apply.

The resolution was lost as a special resolution.

FOR – 569 votes (55.84%)

AGAINST – 450 votes (44.16%)

Resolution 2 – Amendments to the Rules of the Co-operative – Board size and composition

The proposed amendments would result in the adoption of a “hybrid” model for the Board, whereby the Board would comprise: 5 district-elected Member Directors, with one Director being elected from each district; 2 statewide-elected Member Directors; and up to 3 Independent Directors. This model represents a reduction in the maximum number of Directors from 12 to 10.

The resolution was lost as a special resolution.

FOR – 423 votes (41.51%)

AGAINST – 596 votes (58.49%)

Resolution 3 – Amendments to the Rules of the Co-operative – direct voting and meeting technology

The proposed amendments to the Rules would allow, if permitted under applicable law, for the convening of wholly virtual meetings via technology and “hybrid” meetings (where members have the option of attending in person or remotely) in addition to physical in-person meetings.

The proposed amendments would also give the CBH Board the ability to set rules and processes to govern direct voting. If the CBH Board decides to allow direct voting at a particular meeting, the rules and process for direct voting at that meeting will be summarised in the relevant Notice of Meeting.

The resolution was passed as a special resolution.

FOR – 677 votes (67.7%)

AGAINST – 323 votes (32.3%)

Resolution 4 – Ratification of Appointment of Alan James Mulgrew

Alan James Mulgrew became an Independent Director in February 2015 following an extensive director selection process undertaken by CBH in conjunction with an external consultant designed to match the best possible skills and attributes of potential candidates with the needs of the Board.

The Board reappointed Mr Mulgrew as a Director with effect from February 2020 for a further three-year term ending at the conclusion of the Annual General Meeting to be held in 2023.

The resolution was passed as an ordinary resolution.

FOR – 698 votes (74.81%)

AGAINST – 235 votes (25.19%)

Chair Simon Stead comments:

“Successful co-operatives regularly review and test their governance structures and processes to ensure they are meeting the needs of their members so I would like to thank our members who voted on the resolutions.

“These were important proposals for our members to discuss and understand.

“The beauty of our collective ownership of the co-operative is that the final decision on the resolutions was with our members, and, on behalf of the Board, we respect their views on these resolutions.

“As we have previously advised, as members did not support a reduction in Board size then District elections will now be held in Districts 1 and 4 as soon as practicable.”