AWI Director Nominee Update - Recommendation of the Board Nomination Committee

The independent Board Nomination Committee (BNC) has presented Australian Wool Innovation Ltd (AWI) shareholders with its non-binding recommendations for directors, naming four candidates it believes have the optimal skills and experience to serve on the AWI board.

The recommendations, which shareholders are not obliged to follow, were made after the BNC concluded its report on 1 October to confirm the eligibility of candidates for the board director positions to be decided at AWI’s Annual General Meeting on 19 November. There will be 3 director positions to be decided on at the AGM, subject to the passing of a board size limit resolution to retain the current number of 7 directors.

The BNC said it was confident the Nominees recommended, individually and collectively, would provide the appropriate and necessary balance of skills required by the AWI board. The BNC also considered the nominations would deliver to the board a diverse composition of experience and outlook to enable the company to fulfil its responsibilities to shareholders and stakeholders.

Following interviews with the candidates, the independent BNC recommended the following four candidates for shareholders’ consideration listed in alphabetical order.

• New candidate Ms Georgia Hack. The BNC report found that her key skills as “senior marketing leader with extensive marketing and brand experience, and broad global contacts in the retail and fashion spheres”.
• Existing AWI director Mr Jock Laurie. The BNC report found that his key skills as “government relations; deep knowledge of AWI operations; a pro-active approach to stakeholder issues; strong leadership skills”.
• Existing AWI director Mr Don Macdonald. The BNC report found that his key skills as
• “extensive stakeholder engagement; sound understanding of fibre advocacy issues”.
• New candidate Mr Steven Read. The BNC report found that his key skills as “diverse agri-business career; long experience in all aspects of wool processing; Market development experience in a broad range of countries covering Europe, Middle East, Subcontinent, Americas, Far East and China”.

AWI shareholders will be entitled to vote for any of the seven director candidates who are standing for election to the board at the AGM.

The full list of nominations is:

• Mr Michael Field,  Ms Georgia Hack, Mr Jock Laurie, Mr Sydney Lawrie, Mr Don Macdonald, Mr Charles Olsson and Mr Steven Read.

The three candidates with the most votes from shareholders, in person and by proxy, will be elected to the likely three vacant positions.

The BNC’s membership is:

• Ms Samantha Hogg, Independent Chair, appointed by the BNC following an executive search
• Mr Noel Henderson, current AWI Board Member not seeking re-election
• Mr James Morgan, current AWI Board Member not seeking re-election
• Mr Simon Cameron, Independent member nominated by the Woolgrower Industry Consultation Panel
• Mr Michael Thomas, Independent member from an international executive search firm (Heidrick and Struggles)

Ms Hogg concluded in the report: “The BNC is satisfied the recommended persons are suitably qualified for appointment based on their expertise in one or more of the key skills identified. The BNC is confident that each of them if elected, will bring to the Board of AWI a high-level of skills, experience and commercial pragmatism. The BNC believes that they would best ensure that the Board collectively has an appropriate balance of skills and experience in the areas determined by the Committee in accordance with the BNC Charter.”

The BNC’s recommendations will be provided with the Notice of Meeting, which will be sent to AWI shareholders from October 12 ahead of the company’s AGM.

As part of AWI’s democratic process, all shareholders will have the opportunity to vote at the company’s AGM – either in person or by proxy – on who they want to represent them on their company’s board. This democratic process provides all AWI shareholders the right to have their say.

The role of all AWI directors is to represent their shareholders – the woolgrowers of Australia – and their interests. Decisions are taken on how and where to invest growers’ funds in research, development and marketing, with an objective of increasing the long-term profitability of wool growing for Australian woolgrowers.

The AWI Board has resolved to accept the report of the BNC.  The Board has not given a recommendation to shareholders to support the 4 candidates put forward by the BNC because the Board can only recommend a number of director candidates equal to the number of vacancies – in this case, likely to be 3.

As such, the Board has resolved that open proxies directed to the Chair will be voted in favour of 3 candidates – Ms Georgia Hack, Mr Jock Laurie and Mr Don Macdonald. Both existing Directors recused themselves from these discussions.

Shareholders are not obliged to follow either the BNC recommendations or the AWI Board decision on voting for director candidates.

About AWI’s 2021 AGM

AWI will hold its 2021 Annual General Meeting at 10 am (AEDT) on Friday 19 November 2021. It will be conducted online.

More details related to the election of Directors are available from AWI’s website at www.wool.com/agm.

Contact: Kevin Wilde
Mobile: +61 436 031 277