The besieged Murray Irrigation Limited Board dropped a bombshell this afternoon by announcing all directors have agreed to resign at the company’s annual general meeting on November 28.
Board chairman Bruce Simpson announced the decision in a statement sent to all MIL shareholders at 4.30pm today.
Mr Simpson said the Board’s make-up would be restructured to instil more confidence in decision making.
Recently elected first-time directors Waander van Beek and Phil Snowden — who were to be inducted to the board at the AGM — have also agreed to resign from their elected positions.
After the Board’s resignation, an interim governance structure will be put in place.
The resignation of all directors follows a public breakdown of the Board, which started with a letter to shareholders from MIL deputy chair Ben Barlow saying the board did not endorse sitting director James Sides as a candidate in the recent director elections.
The same day the election was to close, the Board issued a public announcement moving a vote of no confidence in Mr Sides and fellow director Chris Brooks.
These actions were reportedly undertaken after an internal investigation found the Board to be dysfunctional, and that Mr Sides and Mr Brooks had contributed to that dysfunction.
Mr Brooks believes the vote of no confidence moved in him is the result of an alleged breach in confidentiality. He said it came following thorough investigation of his personal emails, but he maintains he did not reveal any commercial information to his contacts.
Mr Sides has not commented on the investigation.
Mr Simpson said candidates for the new Board would be subjected to ‘‘rigorous assessment’’.
‘‘After the Board’s resignation, there will be an interim governance structure the make-up of which will be guided by independent advice being sought from experts in corporate transition,’’ Mr Simpson said in the prepared statement.
‘‘An interim governance structure is critical to ensure an appropriate level of company oversight.
‘‘That advice will also determine when an election of directors should be held and in what format.
‘‘Candidates will be subject to rigorous assessment by an independent, top-tier selection company and the new Board is likely to include four shareholder directors and three independents.
‘‘The CEO’s position will become a managing director appointment subject to a change in the company’s constitution.
‘‘No one knows more about the business than its most senior manager and as such it is important for that position to have an equal voice at the Board table.
‘‘The Board’s modernisation also calls for a renewed relationship with landholder associations and an increased role for those associations to play in effective, industrial strength advocacy.
‘‘We are working on a Memorandum of Understanding and hope to have it concluded by the end of the year.’’
An independent, two-part report highlighted poor behaviour and dysfunction had built up over many years within the Murray Irrigation Board.
Mr Simpson said this ultimately led to a vote of no confidence in Mr Brooks and Mr Sides.
While Mr Sides was not returned to the Board at the recent election, the company was still planning to hold an extraordinary general meeting for shareholders to vote on Mr Brooks’ removal.
Mr Simpson confirmed this step by the board meant that meeting would not go ahead.
‘‘The five directors who took that vote of no confidence have put their shareholder responsibilities first and foremost and have taken the unprecedented step to end the bitterness that continues to simmer among some of the shareholder base,’’ Mr Simpson said.
‘‘Their decision was supported by current Board member James Sides who was not successful in being re-elected to the Board, and Chris Brooks who also agreed to resign.’’
■ More in Tuesday’s Pastoral Times.