CBH Group outlines governance review findings and outcomes

19/10/2020

Following the completion of an extensive grower engagement process, the CBH Group today provides members with the findings and outcomes of the governance review, and the improvements that the Board will seek to implement.

CBH Chair Simon Stead thanked growers for participating in the review, saying that there had been strong grower engagement during the 17 grower meetings held across the state and from the more than 1,200 CBH members who participated in a survey.

“We appreciate our grower members taking the time to consider the proposed improvements to our governance that the Board put forward,” Mr Stead said.

“Improvements to how our co-operative is governed will have a positive impact for the growers of today and the many generations of Western Australian growers to come.

“Growers have given us clear feedback that there is support for change to our governance.”

From the survey, the majority of growers support the following improvements:

introducing a candidate assessment panel for Member Director Elections (65 per cent)
introducing a maximum number of terms for Directors (77 per cent)
reducing the overall Board size (61 per cent), and
introducing a hybrid Board composition model including District, Statewide and Independent Directors (61 per cent).

Mr Stead said the Board considered the feedback from growers, as well as the insights from the initial peer and best practice review phase, in determining the review’s outcomes.

Subsequently, the review’s outcomes that CBH will seek to implement include:

introduce a candidate assessment panel for member Director elections. Sitting Directors will be required to participate in the panel process, while it will be optional for new candidates. The panel will comprise two independent, external experts and one CBH Director.
introduce an Electioneering Code of Conduct to further support candidates to adhere to expected behaviour during the election process.
reduce the Board size by introducing a hybrid model with 10 Board members (5 district-elected member Directors, 2 statewide-elected member Directors, and up to 3 independent Directors).
require all Directors to graduate from the Australian Institute of Company Directors (AICD) company directors course within their first term.
retain 3-year terms for Directors with the introduction of a maximum of 3 terms. This would be for both Member Directors and Independent Directors.
introduce one additional 3-year term for the Chair to ensure continuity of leadership.
introduce the ability for the Board to allow any Director to stand for a fourth term by exception for continuity of Board experience. This would need to be supported by two-thirds of the Board.

Mr Stead said two of the review’s outcomes, the change to Board size and composition, and introduction of limits to Director tenure, require CBH Rule changes and would be put to members at the upcoming AGM in February 2021.

The proposed improvements will require two-thirds majority support of members who vote in person or by proxy at the AGM.

He said the Board has already started work on implementing the other improvements that required a policy change and did not require an AGM member vote.

“There is a range of complexity involved in implementing changes to our governance, and we are currently working on the details, particularly on reducing the Board’s size and Director term limits, and will provide growers a further update early next month with more detail.”

The full details of the survey feedback and review outcomes are available on the website, www.cbh.com.au/govreview