MORVEN GLENAVY IKAWAI IRRIGATION COMPANY LTD

Transcription

1 2016 Annual General Meeting Wednesday 7 December 2016 at 7:30pm at Glenavy Hall Minutes of Meeting Directors: Shareholders: Staff: Others: Apologies: Robin Murphy (Chair), Robert Smith, Martyn Jensen, Gert Van t Klooster and Mark Hurst. Martin Cochrane, Dave Ellis, Bryson Hargreaves, Ewart Joyce, Murray Hossack, Lyndsay Hossack, Michael Horne, Simon Scott, Peter Brown, Jonny O Sullivan, May Murphy, Hugh Le Fleming, Harke Edzes, Andrew McFarlane, Quintin Paul, A Scott Craig Evans, Helen Anderson, Judith Neilson, Andy Guyton, Davey Guyton and Matthew Gill David Goodman (Anderson Lloyd), Jenny Hibberd & Tina Stevenson (Waimate Accountants), Jon Kirk. Alan Gibson, Bruce Murphy, Peter Mehrtens, Pete Williams, Chris Olorenshaw, John Stark, Nic Ruddenklau, Greg Paul, Colin Glass, Paul Derwin, Reuben Allan, Grant Hayman, Daryl Brown, Mark Gillespie. Moved: Gert Van T Klooster Proxies: In alphabetical order (NZ Company Number, if applicable): A. & W.J. Van Leeuwen, A.J. & M.F. Clayton, Baylyn Farm Limited ( ), Belvue Downs Limited ( ), Bosterra Limited ( ), Cantley Developments Ltd (413218), Crop & Grass Farms Ltd ( ), Greenhills Dairy Limited, Henshaw Family Trust, HF Farming Limited ( ), Hill Dairy Ltd, Hodder Farms Limited (807448), Houtimata Farm Ltd (138245), Ikawai Dairy Farm Limited ( ), Lynburn Dairy Limited ( ), Mansfield Land Co Ltd, Morven Glenavy Properties, Murphy Farms Limited ( ), Peter Livingstone Brown & Lynette Jocelyn Brown, R.J.T. Crooks Partnership, Rawcliffe Farms Limited ( ), RB Hart Family Trust, Retell Holdings Limited (457826), Riverview Dairy Farm Ltd ( ), Rotoma Farms Ltd ( ), RP & PM Ponsonby, Rua Farming Co Ltd ( ), Ryans Road Dairy Ltd ( ), Ryde Dairy Limited ( ), Seaview Dairy Farms Ltd ( ), Tawai Family Trust, Thanet Farm Limited (147375), Vale Terrace Pastoral Limited ( ), Van Leeuwen Dairy Ltd (957128), Van Leeuwen Family Trust, Waiherd Limited ( ), Waitaki North Ltd ( ) Moved: Robert Smith Second: Mark Hurst Quorum: 14,496 voting rights were either present in person or by appointed proxy and so a quorum of 54% of total voting rights was established.

2 1) Minutes of the Previous AGM Received. 2) Chairman s Report Moved: Robin Murphy Second: Martyn Jensen 3) CEO Report Moved: Robin Murphy 4) Presentation of audited Financial Statements for the year ended 31 July 2016 Presented by Tina Stevenson of Waimate Accountants and then opened for questions regarding items 2, 3, and 4. No questions were received. 5) Constitution A summary presentation of the key elements of the proposed co-operative company constitution was performed by David Goodman. Following the presentation the Chairman opened it up to questions from the floor: a) What if a shareholder would like to get an easement or encumbrance removed from their title? MGI is keen to discharge encumbrances provided that the Water Supply Agreement is in place first. However, we are taking legal advice on the most cost-effective way to discharge the encumbrances which may be by doing it as batches rather than one-offs. b) The Constitution empowers the Water Supply Agreement which includes clauses that give MGI powers to access land and take easements for new infrastructure and this is of concern. Question deferred to the Water Supply Agreement item. c) The accompanying explanatory note 3 (iv) is unclear? The explanatory note is referring to spreading rights. Spreading rights in the Constitution and Water Supply Agreement are proposed to replace the former B-shares and allow shareholders to apply the same fixed quantity of water over a larger area. The terms and conditions of spreading rights are identical to B-shares, it is really just rebranding B- shares rather than having a separate class of share. Spreading rights are at the discretion of the Directors and would not be granted in all areas of scheme (eg; Waihao Downs). Following questions and answers the following resolution was put to the meeting:

3 Resolution: Special resolution that the Company revoke its existing constitution and adopt the new constitution with effect from 7 December Moved: Robert Smith Second: Gert Van T Klooster The resolution was put to the shareholders to vote by show of hands. The resolution to adopt the new constitution was approved by 100% of shareholder s present at the meeting (54% of total voting rights) and so it was passed. 6) Election of Directors No election was required as three nominations were received for three positions. The following Directors were confirmed and each person made a brief introduction and speech: Gert Van T Klooster (re-elected) Mark Hurst (re-elected) David Ellis (new Director for Waihao Downs ward) 7) Directors Remuneration It was recommended that Directors remuneration remains at the same level as the previous financial year, which is: Chairman $20,000 Vice-Chairman $15,000 Directors (4 $10,000 each) $40,000 New Director $10,000 pa) $5,000 Moved: Hugh Le Fleming 8) Appointment of Auditor for the Financial Year ending 31 July 2017 The Directors recommended the re-appointment of BDO as auditors for the next financial year. Moved: Mark Hurst Second: Gert Van T Klooster 9) Water Supply Agreement The proposed Water Supply Agreement was first outlined by David Goodman at the Special Shareholder Meeting on 14 September The Water Supply Agreement is intended to replace encumbrances on property titles and the rules of operation.

4 The draft Water Supply Agreement and an Explanatory Note was pre-circulated to shareholders prior to the meeting and so David Goodman was made available to address questions: a) The constitution requires shareholders to enter into the company's water supply agreement. The Water Supply Agreement includes clauses that give MGI powers to access land and take easements for new infrastructure and this is of concern. What if MGI were to abuse this power and could it be exercised on behalf of other companies like Hunter Downs? (return to Question 5b) from Constitution item). The Water Supply Agreement does include a range of tools that confer certain powers on MGI including land access (Clause 14.1). These provisions are included as a back-stop should they be absolutely necessary and in the interests of the overall co-operative. They are nonetheless discretionary and are only intended to be used as a last resort. The issue was debated at the meeting, the main purpose is to perform maintenance or upgrade work to existing areas of the scheme infrastructure but there were differing opinions about whether that should extend to new installations. When proposing to change or extend scheme infrastructure into new greenfield areas is it better to rely upon fair land access negotiations, which is normally the practice anyway, but it's important to have these powers if required in the interests of the greater good so no one farmer can hold out and prevent progress. Clause 14.1 only applies to Scheme Infrastructure, which under the Definitions (pg6) means all infrastructure owned or operated by the Company. At the present time the proposed powers only apply to MGI and our infrastructure, not to Hunter Downs. Hunter Downs want to build their own pipeline and canal system north of the Waihao River and they are responsible for their own land access arrangements. It was proposed that the issue of new installations could potentially be resolved by modifying Clause 14.1(a) and other related clauses to exclude new infrastructure. The matter was put to shareholder vote: Show of hands to adopt the Water Supply Agreement as written. For: Eleven (11) Against: Six (6) It was decided that the Board will further review the draft Water Supply Agreement (WSA) and report back to shareholders with any proposed amendments. In the meantime, there will be no change to the use of encumbrances on titles and the current WSA at Waihao Downs will also remain in force. 10) General Business A brief outline of the MGI Shareholder Database was provided by Craig Evans. Mr Evans also outlined upcoming changes in the Operations staff, with Mark Gillespie leaving MGI at 23 December. Mr Murphy provided an update regarding Hunter Downs since the 14 September MGI shareholder vote. Matters have been very quiet over the past several weeks while Hunter Downs gets its own planning in order and ready to present to their shareholders for approval

5 at their AGM on 8 December. The key conditions to the proposed Design & Construct contract with REL, and the Water Supply and Operating Services Agreements have been agreed with Hunter Downs and are in line with MGI s mandate from 14 September. However, the contracts themselves have yet to be formed and so there will be exchanges and legal reviews happening soon. No design feedback has been received as yet, MGI proposed that Hunter Downs and REL modify the pipeline alignment to better suit the wishes of MGI shareholders and property boundaries. We anticipate that there will be increased dialogue and the completion of key agreements by the end of January 2017 because Hunter Downs are targeting bank financial approval by March No other general business items were raised. Meeting closed at 9:55pm. Chairman Date