That is how Murray Irrigation chairman Phil Snowden has responded to attempts to have the company’s two non-member directors removed from the board.
After several weeks of trying to quell disquiet in his board, Mr Snowden announced on Friday that attempts to rectify the situation through dispute resolution had failed.
As part of the process, board members were given until Monday this week to “honour a series of milestones and behaviours”.
Because this has been unsuccessful, a general meeting will be called for April.
Shareholders will be asked to vote on whether to remove non-member directors Trisha Gorman and Robert Burbury from the board.
The motion was moved by member directors Steven Fawns, Troy Mauger and Brendan Barry, who say their primary goal is to deliver the best governance model for shareholders.
In a shareholder update issued Tuesday, Mr Snowden said he felt the resolutions were “unwarranted and are not supported by the majority of the Murray Irrigation board”.
“The resolutions are not a reflection of the expertise or contribution of our non-member directors, whose skills have been verified by an independent third party to align with the board strategy, who have diligently contributed strong, independent corporate expertise and perspective to the board table, and who were endorsed by shareholders just 12 months ago,” he said in the update.
“We have heard shareholder feedback that you do not wish to go to a general meeting and for the board to get on with the job.
“All efforts have been made to do this. Unfortunately, the requisitioning directors are the only ones who can put a stop to a general meeting by withdrawing these resolutions.”
In a joint statement provided to the Pastoral Times, Mr Fawns, Mr Mauger, and Mr Barry said the update “was neither necessary nor does it allow an orderly pathway to resolve these matters”.
“Inflammatory language and personal attacks are well below the standard that shareholders should expect from the board of their company,” the statement from the trio said.
“This is not a ‘political play’, nor a ‘hostile takeover’. Rather, this is an issue of governance and business skills but, more importantly, the application of these skills for the future of Murray Irrigation, which is bright when the strategy of the company is effectively pursued.
“The proposed resolutions relate to the skills and the application of those skills by the non-member (independent) directors on the MIL board.
“All efforts by directors Fawns, Mauger and Barry have and are being made to avoid the general meeting.
“Multiple discussions have been ongoing over recent weeks to work these issues through. We will continue to work constructively prior to the meeting notices being distributed.”
Mr Snowden said anyone seeking clarification on the motion and the pending general meeting should speak with Murray Irrigation directors and management to “fully understand the consequences to you as shareholders, your farm businesses, the community and the future of Murray Irrigation if these resolutions are successful”.
But Mr Fawns, Mr Mauger and Mr Barry said it is a board matter “which does not, and should not, involve management”.
“Please do not contact MIL staff to discuss these matters,” the trio said.
“Please contact any of us to discuss these matters further.”
The Murray Irrigation general meeting is expected to be called for early April.
It will be a hybrid voting model, similar to the November AGM.
“Formal meeting details, including resolutions, date, time and statements from the independent directors will be provided to shareholders as soon as possible,” Mr Snowden said.
“I encourage all shareholders to participate in the general meeting process and vote in the best interest of Murray Irrigation and your business.”
