Australian Wagyu Association Ltd

Australian Wagyu Association Ltd

Minutes of the 26thAnnual General Meeting held 16thNovember 2015 at

The University of New England, Armidale, NSW

Present as Recorded on Attendance Register:

Staff Present:

Graham Truscott, Chief Executive Officer

Carel Teseling, Technical Services Manager

Sarah Balla, Senior Registrar

Barbara O’Shea, Registrar

Meaghan Truscott, Assistant Registrar and Finance

Auditors Present:

Jillian Hardman (Crowe Horwath)

Joe Armfield (Crowe Horwath)

Meeting commenced:4:00 pm

1.Welcome and Apologies:

President Scott de Bruin welcomed all to the Annual General Meeting and thanked them for their attendance.

Apologies:

Lachie Hart

Arthur Dew

Roger Dawkins

Keith Hammond

2.Confirmation of the Minutes of the Previous AGM held 10thOctober 2014:

Resolved: That the Minutes of the Annual General Meeting of 10thOctober 2014 be accepted.

3.Business Arising from the Previous Minutes:

The President advised that the Australian Competition and Consumer Commission (ACCC) had written to him as President advising the AWA that it intended to conduct an inquiry into the Australian Wagyu beef industry.

• The President formally advised members
• AWA established a public media page on the AWA website
• The President & CEO met with ACCC Enforcement Division at their request 9th September 2015 where:

▪The ACCC advised the matter had been passed to the ACCC Enforcement Division

▪The ACCC sought general Wagyu industry information focusing on consumer awareness and expectations of Wagyu products, trade descriptors, marketing campaigns by AWA and its members, wholesaler understanding of Wagyu products; and requested that AWA provide any legal advice that it had received, which AWA declined as legal privilege.

A proposal provided to the Council for individual member feeder steer and carcass inclusion into the AWA Branded Beef Competition was noted. As a result:

• The Board has established a Competitions Committee which is considering additional competition opportunities.
• Also the Board is considering a Sire Competition (maybe combined with a Breeder Competition) combined with a Young Sire Program for 2018.

4.REPORTS

(i) President’s Report

Scott de Bruinpresented his Presidents Report as per the Annual Report.

Resolved:That the President’s Report be accepted:

(ii) Chief Executive Officer’s Report

Graham Truscott presented highlights from his Chief Executive Officer’s Report as displayed in the Annual Report and provided an outlook for the future.

Resolved: That the Chief Executive Officer’s Report be accepted.

(iii) Financial Report

Treasurer John Spreadborough presented the Financial Report for the 2014/2015 Financial Year highlighting the income, expenditure and developments made by the Association in the past 12 months.

Resolved: That the Financial Report be accepted.

5.Declaration of Councillors

Returning Officer Joe Armfield (Crowe Horwath) declared:

71 ballot papers had been received, there were no informal votes

Vote counting process:

• All formal preference votes were totalled per candidate
• Lowest four candidates were most preferred and so elected

Declaration of elected candidates:

• Joanne Christiansen
• Stephen Binnie
• Ron Fitzgerald
• John Spreadborough

President Scott de Bruinthanked all candidates for nominating, welcomed the new Councillors and advised the Board would like to utilise the skills of non-elected candidate Wal Perry in a Board Committee.

6. Casual Vacancy:

The President advised that Sam Hughes has announced his resignation from the Council as at the end of the AGM.

Article 44 of the Constitution states:

The members of the Council shall have power at any time to fill a casual vacancy in their number by the appointment of a member of the Society eligible to hold office. They may also fill a casual vacancy amongst the Officers of the Society by appointment of a member out of their own number. Any member of the Council or Officer of the Society so appointed shall hold office only until the next Annual General Meeting and shall then be eligible for re-election.

The Board will consider the filling of the casual vacancy at its next meeting.

7.Farewell to outgoing President and Councillor:

Senior Vice President Peter Gilmour thanked resigning President Scott de Bruin for his great efforts and effective results over the past two years as President and for his time on Council. Scott was appointed 28thJanuary 2012 and was reappointed 10thOctober 2014. He was stepping down to attend to family and business matters as a result of the recent passing of his father, Adrian de Bruin.

8.Appointment of Auditor:

Resolved: Thatthe Australian Wagyu Association continue with Crowe Horwath as Auditorsfor 2015/16.

8.Other Business:

Constitutional Review

The President advised that the Australian Wagyu Association has been in existence for 26 years and governed by the same “Constitution” or Memorandum of Association and Articles of Association, with minor amendments.

The Board has commenced a review of this constitution with the plan of presenting to members at the 2016 AGM a revised constitution to be voted on to hopefully carry the Association forward for the next quarter century.

The constitution objectives are currently contained in four primary areas;

1. Objects of the AWA (what is the Wagyu breed and how to deliver better outcomes for members)
2. To limit the liability of members and deal with the winding up of the Association
3. The election of Council Members
4. The Council to be responsible for the business and general affairs of the Association and the setting of By laws.

The By Laws are the real engine room of the AWA and set the day to day principles of how members’ animals become herdbook registered, how the staff operate registrations, the breed regulations, performance recording, member code of conduct, and many other items. This process of the Council, as a representative body of the members, will not change.

The Board has sought legal opinion, as to amending the constitution from the AWA corporate solicitor, Greg Moin, and his advice is as follows:

“I have read through AWA's existing Memorandum and Articles of Association. To be blunt, the document is significantly out of date. For example, the Corporations Act does not provided for a Memorandum any more with companies having the power to do anything that they wish to legally be entitled to do. It should be replaced in full.”

Greg Moin further commented “In my experience it is always difficult to deal with changes in a constitution. It tends to take time and there is always someone who has a very sincere but passionate view as to what should and should not be included in the changes to the constitution. So adopting a phased (incremental amendments) approach may mean that you will be faced with time and personality issues for each phase of the proposed changes. It is for this reason that I think that a complete change may be easier than a phased approach. I think that if there was an explanatory document that fully set out the reasons why the changes were necessary and highlighting the similarities in the new clauses over the old (and there will be many similar clauses) then that may assist the process considerably. The best approach, in my view, in terms of achieving this end is a change to the constitution.”

The council’s recommended approach is as follows:

1. The Board has resolved to amend constitution as a matter of priority and bring it up to date to reflect current law and best practice for a not for profit organisation; Oct 2015

2. The Board to appoint a small sub-committee to identify those areas of the present constitution that have caused issues in the past. Following this AGM the Chair/President sends an email to all members of AWA letting them know what is being proposed to give some ownership of the process to the members. Nov-Feb 2016

3. The Sub-committee to prepare a draft paper and forward to solicitor for review and comment and suggestions as to further amendments that may need to be made. The sub-committee to prepare a scoping paper which identifies the present issues with the constitution and delivers that to the board for discussion. The solicitor is invited to attend the meeting in order to offer suggestions and advice at the board meeting. Mar 2016

4. Members to be updated as to progress at the AWA Conference and by eNews. May 2016

5. The board to instruct the solicitor to prepare suggested amendments to the constitution. It should be noted that Greg Moin commented “Given the age of the current Memorandum & Articles my suggestion would be that the entire document is replaced with a plain English constitution. Probably easier and cheaper if it was an off-the-shelf document that is subsequently amended to include key attributes.”Therefore the amendments may be made to an off-the-shelf document.

6. The draft constitution to then be then circulated to members and comments sought via a survey approach and then considered by board members with amendments made as appropriate. June/July 2016

7. The draft constitution accompanied by a brief explanatory memorandum to then put forward to all members Aug/Sept 2016 and taken to the 2016 AGM for a vote. Oct/Nov 2016

In terms of costs an estimate is in the vicinity of $5,000 for legal fees but these fees will obviously depend on the amount of amendment cycles and therefore the work/time involved.

The Board asks that all members be actively involved in this process at the appropriate times as the Constitution is the governing document for all members.

2016 Annual General Meeting

The President advised that the 2016 AGM is expected to be held around November and would follow the same “mini-conference” format as was provided this year.

Strategic Objectives

Lorna Thompson congratulated the Board on the AWA 10 year vision and strategic plan and noted the Performance Measurement expressed in the Financial Statements of the Annual Report, requesting that the results achieviedin the Performance Measurement of these KPI’s be expressed. The President advised the Board will consider this as much of the information is contained in written form in the Annual Report. The Board produces an annual Operational Plan for the coming year and a Budget for the next year and forecast for the following two years. Further information will be provided in the next Annual Report.

F1 Index

Peter Bishop requested progress on development of an F1 Index. The President advised that the development of both an F1 Index and Self-Replacing Herd Index are included in the Wagyu Collaborative Genetic Research Project – Stage 2. The carcase EBVs are currently produced in a specialised BREEDPLAN analysis at AGBU and will be included in the standard wagyu BREEDPLAN in 2016. BreedObject is required to produce the indexes and is waiting for the inclusion of the carcase indexes into the standard Wagyu BREEDPLAN analysis to deliver the indexes.

Honorary Membership

The President advised that long standing Wagyu Registrar Barb O'Shea had advised in April she wished to begin her move towards retirement, reducing her workload to three days per week. Barb has served the members for the past 26 years, welcoming all new members and assisting them with their registrations, and making many friends. As a token of AWA members’ appreciation and affection, the Board has appointed her as an Honorary Member. A certificate of that membership was presented along with a framed print of her favourite photograph, taken by her in Thailand.The meeting gave Barb a standing ovation.

9Meeting close:

Scott de Bruin thanked everyone for coming and declared the meeting closed at 5:15pm.

Signed as a true and correct record by the Chairman.

Australian Wagyu Association LtdMinutes of Annual General Meeting16thNovember, 2015