AWB Ltd is denying threatening legal action against board members who publicly oppose the company’s planned constitutional reform which would stop wheat growers from electing special A-class directors to its board.
With two weeks to go before the AWB poll closes, grower-elected director, Xavier Martin – one of the four rebel directors opposing the move to wipe out A-class shares and with them the right for growers to elect a majority of board members – continues to argue he has been gagged from speaking out.
“Unfortunately, it is not possible for me to speak frankly to you due to the AWB company policy on authorised spokesmen and also the threats of legal action,” Mr Martin told an AWB meeting in Moree, while urging growers to vote against the proposed reforms.
But AWB managing director, Gordon Davis, denied imposing any gags, telling shareholders the company had “no intention of taking legal action against directors who have dissented from the majority view”.
Tuesday’s Moree meeting was part of AWB’s tour to promote removal of the dual-share structure and discuss grain marketing issues in the lead-up to an extraordinary general meeting on August 21.
“The company is not taking legal action against anyone,” Mr Davis said.
“The responsibility of directors is to act in the interests of the company as a whole.
“The majority of the board is very sure this reform is in the interests of the company as a whole ... if other directors chose not to speak to support their views, then that is obviously a decision for them.”
But Mr Martin maintained he had received threats of legal action and refused to speak further.
AWB, the only dual-listed company remaining on the Australian Stock Exchange, has a credit rating of BBB minus, the lowest investment grade.
Most of its board wants a new share structure, with only B-class shares, which would – they say – potentially lift AWB’s credit rating and give it greater access to cheaper capital.
“In the current environment with high grain prices and high volatility, one of the biggest costs is the cost of money,” Mr Davis said.
“Getting down that cost of money, to my mind, is so essential.
“No-one is going to subscribe capital to a structure if they don’t control it.
"This has nothing to do with farmers, it is commonsense.”
Recently retired grower director, John Simpson, Oaklands, who had nine years on the board, strongly supported constitutional change.
“If we don’t normalise, AWB will have a cash price (to offer to growers) but it won’t be hot ... it won’t be competitive.
"This company will wither on the vine,” he said.
But Winston Heywood, Garah, questioned whether a board run by “Pitt Street shareholders” would work to secure the best price for farmers, and another Garah farmer, Maryan Hunter, lamented losing AWB’s Golden Rewards payment system, saying it “was a huge loss for growers”.
Rob Onus, Moree, said he was looking for reasons to vote against the proposed changes but wasn’t having any luck.
“The wheat board had enormous goodwill before it listed and that has gradually been eroded because it has tried to serve two masters: the grower and the shareholder.”