Bitter battle comes to head

The resolutions have come from three requisitioning directors, including former MIL chair Steve Fawns and new directors Troy Mauger and Brendan Barry, who were elected on November 30, 2023.

MIL chair Phil Snowden has described the meeting as “the most important vote since privatisation”.

While the requisitioning directors have said the issue is about the skills on the board, stating “the independent board members don’t have the skills or will to influence the board to adopt good governance”, the opposing view, led by Mr Snowden and deputy chair Lachlan Marshall is that the resolutions are a hostile takeover of the board.

The Pastoral Times believes there have been last minute efforts by industry leaders to broker a deal and cancel the meeting, however at the time of going to press these had not been successful.

The campaign over recent weeks has at times been vitriolic, with numerous claims and counter claims.

The Pastoral Times has seen evidence of malicious personal attacks against individuals who have publicly expressed their point of view. In one of these, a proponent of the ‘yes’ vote made obscene and potentially defamatory comments against a person who publicly called for a focus on respect.

An issue throughout the campaign has been workplace safety at MIL, following a report earlier this year that expressed concerns about claims of sexual harassment in the workplace at MIL.

This led to director Steve Fawns calling for an apology from the Pastoral Times for reporting on this issue, with legal letters also sent to other directors, and even at least one community member who has expressed views on the importance of workplace safety.

Last week an MIL staff member, on condition of anonymity, said there were “real concerns and frustration” among staff amidst claims of sexual harassment.

She said staff were proud of their achievements, including the water delivery efficiency and the financial stability that has been brought to the company.

However, “staff are worried about what the culture may look like with a new board that does not include the majority of present directors”.

The ‘yes’ campaign has highlighted its concerns regarding a conflict of interest involving Trisha Gorman, whose company has been contracted to assist MIL with its ICT Transformation Project, and the company has responded by stating all appropriate governance procedures have been followed and that the situation is not unique, with the company previously engaging the services of a business owned by member director Fawns to provide high risk training and assessment.

There has been criticism of MIL using company funds to promote the ‘no’ vote, countered by claims that Southern Riverina Irrigators is using landholder funds to exclusively promote the ‘yes’ vote.

In his final statement before voting opened last week, Mr Snowden highlighted that historically, participation in MIL voting can be as low as 40 per cent and asked shareholders to ensure they “don't let a minority group dictate the future of MIL”.

“This vote is not about MIL's strategy, finances or the Basin Plan,” he said.

“This vote is about the character and capability of the MIL board.

“It is about what MIL's shareholders expect from the elected board of MIL, their behaviour and the culture they set. It is about the standard of conduct they lead the company and community with, the way they respect and treat staff.

“This meeting is not supported by myself, deputy chair Lachlan Marshall or the independent, non-member directors Robert Burbury and Trisha Gorman.

“There are formal processes for appointing and changing independent directors. A good board should have a diverse range of experienced directors, not be controlled by one group.”

Mr Snowden said if the ‘yes’ vote is successful “Lachlan and I will stand aside … while we welcomed the new directors to the board and wanted to work with them for the betterment of MIL, they have not shown this respect in return. If the shareholders support this unacceptable behaviour from the requisitioning directors, we will not compromise our morals or integrity by being part of it”.

He has defended the business review undertaken last year and highlighted the improved financial position of the company.

The three requisitioning directors have said they called the general meeting to replace the non-member directors because “as a new board we were wanting to improve governance, transparency, accountability, engagement with stakeholders, shareholder confidence, and communication for non-operational information.

“Disappointingly, the current board is not aligned and resistant to this directional shift,” he said.

“It was confirmed after an independent assessment that the board is dysfunctional and operating at only 10 per cent of its capacity. This is unacceptable.

“Many irrigators have voiced their frustrations about the decisions, the secrecy and poor communication from MIL over the last 18 months.

“Independent directors Gorman and Burbury were appointed to the board to provide expertise and independence.

“To accept and contribute to dysfunction, such that it needs to be called out by incoming directors, shows appropriately skilled independent directors are required immediately within MIL.

“We have many challenges coming our way with water reform, including water buybacks into the future. MIL needs a skilled board that can work cohesively together for the benefit and prosperity of MIL and its shareholders.”

The trio of directors said the “easy option would be to do nothing and pretend all the issues referred to above will fix themselves, however that will not help the future of our company because action, not observation is required”.

“We have tried mediation as well as post mediation discussions which failed because the counterparty would not accept any change at all. With the resignation of the CEO, now is the time to get the board’s affairs in order before undertaking a recruitment process for a new CEO.”

In an independent assessment of director skills conducted earlier this year, the two directors who shareholders will vote on were described as follows:

Robert Burbury: “Very impressive, clear thinker, action oriented, commercial nous, lifelong learner, tough but not abrasive.”

Trisha Gorman: “Competent, tenacious, likes policy and process (possibly at the cost of some of her human connection to the team?), good project and change manager, empathetic, loves technology and change, prone to worry about details but reliable to get details right.”