The Board is proposing a number of resolutions at this year’s Annual General Meeting and the separate B Class Meeting. In addition to the standard items of business that are considered at the Annual General Meeting every year (i.e. consideration of the Annual Financial Report, Directors’ Report and Independent Audit Report for the year ended 30 April 2024, and the adoption of the Remuneration Report for the year ended 30 April 2024), the additional resolutions are outlined below.
Re-election of Dr Andrew Crane (note only A Class Shareholders are entitled to vote on this resolution at the Annual General Meeting)
At the 2021 Annual General Meeting, Dr. Andrew Crane was re-elected to the Board for a three-year term. Accordingly, Dr. Andrew Crane will be standing for re-election at the 2024 Annual General Meeting, seeking the support of A Class Shareholders for a further term of three years. More detail regarding his biography and experience is included in the Notice of Annual General Meeting.
Re-election of John Bradford and Ian Mason (note only A Class Shareholders are entitled to vote on this resolution at the Annual General Meeting)
At the June 2022 General Meeting, John Bradford and Ian Mason were each re-elected to the Board for the same period as their term of office as elected Rice Marketing Board ("RMB") Members, which is due to expire in 2026. Following changes made by the NSW Government to end statutory rice export marketing and subject to the Rice Marketing Amendment Bill 2024 (NSW) becoming law, John Bradford and Ian Mason intend to resign from the RMB and stand for re-election at the 2024 Annual General Meeting, seeking the support of A Class Shareholders as Grower Directors for a term of two years. If re-elected, this means that John and Ian will be able to continue to serve SunRice for the same period as their current term and until 2026.
If the Rice Marketing Amendment Bill 2024 (NSW) has not become law before the Annual General Meeting and Mr Bradford and Mr Mason are still RMB members, then resolutions 3 and 4 will not be put to A Class Shareholders. Instead, Mr Bradford and Mr Mason will continue to serve the Company as Elected RMB Directors.
More detail regarding their biographies and experience is included in the Notice of Annual General Meeting.
Equity Awards for the CEO (note only B Class Shareholders are entitled to vote on this resolution at the B Class Meeting)
Mr Paul Serra was appointed as Chief Executive Officer and Managing Director of the Company on 23 August 2023. On commencement of his role, the Board invited Mr Serra to participate in the Company’s Long-Term Incentive Plan (and a one-off Retention Plan).
Similar to last year’s Meeting, the Board will be seeking approval for the granting of B Class Share rights to Mr Serra under the LTI Plan at the B Class Meeting to be held immediately following the SunRice Group’s 2024 Annual General Meeting.
Approval of issue of B Class Shares under Non-executive Directors’ Fee Sacrifice B Class Share Acquisition Plan (note only B Class Shareholders are entitled to vote on this resolution at the B Class Meeting)
In FY22, the Company adopted a new Minimum Shareholding Policy, under which Non-executive Directors are required to hold B Class Shares to the value of one year’s annual base Board fees. This policy was adopted to increase alignment of the Board with the interests of the Company’s B Class Shareholders.
To assist the Non-executive Directors to achieve this level of minimum shareholding, in FY22 the Board also adopted the Non-executive Director’s Fee Sacrifice B Class Share Acquisition Plan, formerly known as the ‘Non-executive Director’s Share Rights Plan’ (“Share Rights Plan”) under which the Non-executive Directors may acquire B Class Shares by sacrificing up to 100% of their base Board fees. The Share Rights Plan was last approved by B Class Shareholders at the 2022 Meeting. The Company is again seeking B Class Shareholder approval under Listing Rule 10.14 for the issue of B Class Shares to Non-executive Directors under the Share Rights Plan.
