AWI Board Director Nomination Process

AWI's Constitution outlines requirements for nomination of persons as a potential director of the company. Seven (7) directors sit on AWI's Board. At least one third of the directors must retire and stand for election every second year.

Background on AWI’s Board Nomination Committee and requirements needed for a Prospective Board Candidate.

AWI is a skills-based Board and candidates will be interviewed about their experience, commercial skills and capacity to contribute to the oversight and governance of the company. The key functions and responsibilities of the Board are set out in the Board Charter, including strategic guidance, oversight of management and performance, governance, financial evaluation and reporting, risk management, people development and communication with stakeholders. The core skills collectively required of the Board in order to carry out its responsibilities effectively are set out in the Board Charter and summarised in the Annual Report; namely:

1. The wool industry;
2. Stakeholder management, including government relations;
3. Leadership and culture;
4. Finance and risk;
5. Evaluation and investment in Research and Development;
6. Marketing and product promotion;
7. Public policy and administration;
8. International trade and market development;
9. Supply chain technologies and innovation;
10. Strategic thinking;
11. Corporate governance.

AWI’s Board Nomination Committee (BNC) is responsible for:

• identifying necessary and desirable director competencies;
• considering candidates standing for election or re-election at any general meeting of the Company; and
• making non-binding recommendations to shareholders in relation to the election or re-election of candidates.

The Board Nomination Committee consists of five persons:

• Chair independent of the wool industry and independent from AWI,
• Two independent non-executive Directors of the Company (other than the Chair of the Company);
• One representative of the wool industry independent from the Company, nominated by the Wool Industry Consultative Panel
• an international executive search firm, appointed by the incoming members of the BNC (other than the Chair of the BNC).

No one who is a candidate for re-election as a Director may be appointed as a member of the Board Nomination Committee.

Eligibility for Nomination

There are three ‘avenues’ for candidates to be eligible for election.

1. Shareholder nomination

   
   Anyone may nominate for the board election using the board Nomination form. The form must be signed by more than 99 eligible shareholders under rule 14.3(d)(ii)(B) of the AWI Constitution. An eligible shareholder is a levy payer who has elected to become a shareholder of AWI and who has paid at least $100 wool levy in the preceding 3 financial years.
   
   

2. Skills-based nomination
   

   
   The second avenue is for skills-based director(s) to nominate for election. The AWI Board Nomination Committee (BNC) may put forward one or more candidates for election based on skills identified as necessary and desirable. These candidates are identified through a search agency.
   
   

3. Director rotation

   
   Directors are eligible for re-election. The rotation rules for incumbent directors are set out in Clause 14 of the Constitution.
   
   

Procedure for Shareholder nomination

The sole contact within AWI for Prospective Director Candidates is the AWI Company Secretary & General Counsel, Lucy Meadley

Email: lucy.meadley@wool.com | Phone: 02 8295 4121

• A candidate must submit a completed nomination form to AWI not less than 60 days prior to the date of the Annual General Meeting.
• A completed nomination comprises the details and signature of more than 99 eligible shareholders on the Nomination Form and a completed Consent to Act (Both of these forms are available on the website at www.wool.com in the shareholder information section under AGMs.)
• The AWI Company Secretary will certify to candidates when they have met the shareholder signature requirements and completion of the Consent to Act form.
• Once having been confirmed as a candidate for election, candidates are invited to attend an interview with the Board Nomination Committee (BNC).

AWI will assist potential candidates by validating signatures with the share registry along the way. This enables candidates to be aware of how many eligible shareholder signatures they have at relevant times. Candidates are encouraged to contact AWI’s Company Secretary on this at an early juncture in the procedure.

Other Procedural Matters

Prior to the interview with the BNC:

• Candidates will be asked to provide a Curriculum Vitae prior to this interview (No more than 200 Words).
• The BNC will carry out checks on each candidates’ character, experience, education, criminal record and bankruptcy
• Once due diligence is completed the BNC prepares a report to shareholders on those candidates whom it believes would be most suitable for election (or re-election). The report will consider:

1. 1. the combination of Directors that will, in its view, best ensure that the Board collectively has an appropriate balance of skills and experience.
   2. Board diversity; and
   3. the Board’s succession plan and renewal needs.

This report is included in the Notice of Meeting for the AGM to assist shareholders.  The Notice of AGM also includes a short narration of the skills and experience of each candidate for election. The candidates are invited to supply this information to the company.

Members can find further information about the nomination process on AWI’s website or by contacting the AWI Company Secretary, Lucy Meadley (lucy.meadley@wool.com 02 8295 4121).