Terrain NRM Annual General Meeting Terrain Office, 2 Stitt Street, Innisfail Friday 25 November 2016
3.45pm for 4pm Start 4 pm – 4.45 pm - AGM 4.45 pm – 6 pm – Members Forum 6 pm to 7 pm – Meet and Greet
Agenda Afternoon Tea on arrival (3:45) 4 pm – 4.45pm Annual General Meeting Time
Item
Item
4.00pm
1.
Welcome & Overview including Traditional Owner Welcome to Country
Keith Noble – Acting Chair
4.10pm
2.
Quorum Noted
Keith Noble – Acting Chair Keith Noble – Acting Chair
Notice of Meeting 4.15pm
3a 3b.
Adopt Minutes from 2015 AGM Receive, consider and adopt the Director’s Report and Financial Report
Keith Noble – Acting Chair
4.25pm
4.
Director Recruitment
Peter Valentine – Chair SISP
4.35pm
5.
SISP Recruitment
Keith Noble – Acting Chair
4.45pm to 6.00pm Members Forum 4.45 pm Chair’s Address
Keith Noble – Acting Chair
5.00 pm CEO’s Address
Carole Sweatman - CEO
5.15 pm – Reef Update Results from last 8 years Reef Wide and regional partnership Farming Innovation Questions 6:00 pm – Presentation conclude
Carole Sweatman, Terrain Staff, Industry Representatives
6.00pm to 7.00pm Meet and Greet
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Agenda Item 3a Adopt Minutes from 2015 AGM Draft minutes of the FNQ NRM Ltd trading as Terrain NRM - Friday November 20 2015, Cairns Colonial Club Resort, Cairns.
Minutes 1. Introduction to the Annual General Meeting and Traditional Owner Welcome to Country Mike Berwick welcomed stakeholders and delegates to the Annual General Meeting and gave a short overview of the meeting. Mike thanked the Traditional Owners and handed over to Gavin Singleton who gave a Traditional Owner Welcome on behalf of Yirrganydji and Seeth Formile (Dudju Gudju) who gave a Traditional Owner Welcome on behalf of Gimuy Yikinji.
2. Quorum Noted and Notice of Meeting Mike Berwick advised that a quorum was present and acknowledged apologies. Company Secretary Michelle Nusse read the Notice of Meeting
3a. Minutes from 2014 AGM and Receive, consider and adopt the Director’s Report and Financial Report Mike asked for a motion to adopt the previous AGM minutes as true and correct. Motion: That the minutes of the previous AGM (27 November 2014) are a true and correct record. Moved:
Mike Berwick
Seconded: Lisa O’Mara
Carried Unanimously
3b. Receive, consider and adopt the Director’s Report and Financial Report Keith Noble gave an update on the Financial Reports to the meeting including –
Audit Report
Noted Terrain remains solvent
Reserve funds held currently to cover 3 months trading but considering extending to 6 months
Funds for Natural Capital Fund are in Term Deposit earning interest
$1m excess earned through interest being used to cover extra reserves, CPI increased, depreciation and used for strategic investments
Keith asked if anyone had any questions and as there were no questions, Keith moved a motion that the financials be adopted. Motion: That the Director’s Report and Financial Report be adopted. Moved:
Keith Noble
Seconded: Bill Shannon
Carried unanimously.
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4. Chairs Address Mike Berwick gave the Chair’s address including an update on NRM Futures in Queensland and Terrain’s results for the year against the Strategic Plan.
5. CEO Address Carole Sweatman gave the CEO’s address on Terrain’s achievements for the year including the results of the recent Organisation Review – Key findings included –
Improvements across all areas of excellence criteria
Successful restructuring and board governance reform
Amongst the top performing organisations across the national NRM sector and the top performer in Queensland
Widespread stakeholder consultation in development of the new regional NRM Plan.
Staff demonstrated a high work ethic and clearly have a passion for NRM
Has established close working relationships with associated industry sectors
Cooperative arrangements have been established with neighbouring NRMs to share ideas and resources
Investors describe Terrain as easy to work with
Terrain is considered to have delivered on all contracts and is amongst the highest performing NRM bodies in the state
To move to a higher rating is not for the faint hearted. The AGM closed at 4.45pm and was followed by the official launch of the new Wet Tropics Plan for People and Country
Launch Wet Tropics Plan for People and Country Keith welcomed everyone and thanked them for attending the Launch. Keith handed over to Seeth Formile (Gudgu Gudgu) who gave a Traditional Owner welcome on behalf of Gimuy Yidinji and then to Gavin Singleton who gave a Traditional Owner welcome on behalf of Yirrganydji. Keith gave a reflection of the past 18 months planning and acknowledged the number of people who have attended saying that it is a testament to how much people care about their landscape and noted also is shows the level of engagement in the plan development process. Keith then handed over to Warren Entsch MP who officially launched the plan with a ceremonial cutting of a virtual red ribbon. Warren was enthusiast about the plan and noted even the technically challenged will find it easy to use. He thanked Terrain for their efforts. Keith thanked Warren and introduced a short video on the making of the plan. Keith then introduced Carole who gave an interactive “tour” of the plan and then spoke about the timeline ahead. Carole noted the plan is a Draft Plan at the moment, and after further consultation for the next six months, the final plan will be presented to the Federal Government in June 2016. Keith thanked everyone for attending and asked them to join the Directors and Staff in some celebratory drinks. Directors and Staff mingled with the guests and received nothing but positive feedback on the new Plan. During the celebration Senator Jan McLucas gave a short speech and drew the 3 lucky door prizes of 3 tables. The winners of the tablets were announced – 1. Jim Haldane – donated to Mulgrave Landcare 2. Tony Rossi – Mulgrave Landcare 3. Dave Westcott – CSIRO
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Agenda Item 3b Receive, consider and adopt the Director’s Report and Financial Report As required by the Constitution a full copy of the Audited Statement 2015/2016 has been provided electronically to Member Delegates. Electronic copies can be found on the Terrain Website https://issuu.com/terrainnrm/docs/community_financials_2015-16
Motion That the Director’s Report and Financial Report be adopted.
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Agenda Item 4 2016 Director Recruitment Process Report to Terrain Board and Members from SISP The Standing Independent Selection Panel (SISP) was required to appoint two Directors to serve for three years from the AGM in November 2016. Advertisements were placed calling for expressions of interest and other internet options were also used to canvas widely for possible Directors. In the end 20 applications were received which is excellent. This was the first occasion that appointments of new Directors were based on an assessment of specific skills required for the Board (in contrast to the previous portfolio approach). The SISP panel spent some time considering how best to achieve the skills outcomes desired. Using the formal matrix of Director Skills provided to the SISP by the Board, panel members assessed all the written applications and found 8 applicants looked promising. This list was reduced to six possible appointees who were interviewed. All the interviews took place on 17th October, two of these by phone due to those candidates not being able to be in Innisfail on that day. The remainder were interviewed in person. The selection process that the SISP followed was to consider each of the applicant's capacity to provide specific NRM and Corporate skills as detailed in the skills matrix. Those skills identified as belonging to specific applicants were then compared with the strength or weakness of skills that existed on the Board (without the two retiring Directors). The Panel then examined the consequences of different appointments in meeting the necessary skills required and finally chose the two persons to fill the Director positions who best contributed the necessary skills. The Panel members were delighted by the large number of applications and by the high quality of many candidates. It seemed to the Panel that all of the short-listed applicants would make suitable Directors and it was quite a challenge to reach the final decision. The decision means two highly skilled Directors will be added to the Board for the next three years. In the process of completing the selection the panel came to appreciate that it might be very useful in future for the Chair of the Board to meet with SISP and advise on the current and any changing context for consideration in making the final selection. Such a briefing might be best completed after applications have closed but before SISP decides on a short list of candidates. The Panel subsequently met with the Acting Board Chair and discussed the desirability of instituting such a practice and the likely willingness of the Board to support such a practice without affecting the independence of the SISP. It is the view of the SISP members that this process should be followed in future Director appointments. It also became clear to SISP that, in the absence of any specific directions from the Board, a more diverse Board will require the SISP to take the initiative and the Panel members agreed to work towards an improved gender balance in future appointments. Director Appointments: Steve Turton, Peter Rowles. SISP : Peter Valentine (Chair), Members: Sam Spina (Industry), Peter Trott (Conservation) Rona Hart (Indigenous).
Motion Members endorse the SISP appointment of Steve Turton and Peter Rowles to the Terrain Board
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Agenda Item 5 Standing Independent Selection Panel (SISP) Election Background At the Terrain NRM Annual General Meeting to be held on 25 November 2016 Ordinary Members are invited to elect one representative to serve on the Standing Independent Selection Panel (SISP). The SISP are responsible for selecting Terrain NRM Board Members. The vacant position is – The Industry Representative Only one nomination has been received from Members. The nomination is for Alan Colgrave.
Voting Process One written nomination has been received from Members for the vacant position of Industry Representative. Members can vote in person at the Annual General Meeting, through a Proxy at the Annual General Meeting or by post as per attached voting form. All valid nominations are tabled in this report available for the Annual General Meeting at which the appointment will be considered. An appointment will be carried by the majority of Members votes including postal votes. Once appointed, a member of the SISP shall continue to hold office until the fourth AGM following that person’s appointment. SISP members are eligible for re-appointment.
Recommendation Members provide postal votes by 22 November 2016 or vote in person (or by proxy) at the Annual General Meeting on Friday 25 November 2016.
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SISP Election – Nominee Background Information Industry Representative Nominee: Alan Colgrave 1. I am a resident within the Cassowary Coast Region operating a sugarcane farming business adjacent to Mourilayn Harbour where I have been farming for the past decade. 2. I have previously been a recipient of Reef Rescue funding to improve fertiliser application methods to minimise off-site movement of farm nutrients. Due to the geographic nature of my farm, being situated adjoining mangrove wetlands and with and average elevation of only r metres above mean sea level, I continue to take considerable interest in the steward-ship of my farmland, particularly in relation to the potential impacts on the Great Barrier Reef. 3. My farming business is currently waiting to undertake the audit process with the intent of gaining BMP certification. I have recently been a participant in a WTSIP industry forum focusing on nitrogen use efficiency. 4. I am currently a Director of the Innisfail District Canegrowers Organisation Limited, a sugar industry representative body, and partner in the “Wet Tropics Sugar Industry Partnership” 5. Previously I have held a broad range of supervisory and management roles within the mining industry including full management accountability for a large scale contract mining operation. Many of these roles included an integrated environmental function and one in particular, was as a Superintendent for Mounts Isa Mines responsible for containing all sediments within the boundaries of the entire mining lease. 6. Formally I was a partner in a large scale grazing operation situated in Cape York involved in all aspects of operations and management including stock work in stock camps staffed predominately by indigenous stockman, where I developed a rapport with indigenous communities across much of Cape York.
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1. Proxy Paper FNQ NRM Ltd t/a Terrain Natural Resource Management Annual General Meeting - 4.00pm Friday 25 November 2016 I (Name)………………………………………………………………………………………………..being the delegated member for Group/Organisation)……………………………………………………………………………………… Am unable to attend the 2016 Annual General Meeting, hereby appoint ………………………………………………………………………………………………………………………………… or, in his/her absence, ………..……………….……………………..………………….… as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Friday 25th November 2016 and at any adjournment of that meeting.
If two proxies are being appointed, the proportion of the member’s voting rights this proxy is appointed to represent is …………….…….…. percent.
Signed this……………………………………………….dayof…………….……………………………………..………2016 ………………………………………………………………………………………………………………………………… Signature of Member
Proxy Papers must be returned by Tuesday 22 November 2016
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2. Voting Paper FNQ NRM Ltd t/a Terrain Natural Resource Management Annual General Meeting - 4.00pm Friday 25 November 2016 I (Name)……………………………….…...........………………………………………………being the delegated member for (Group/Organisation)……………………..........………......………. and unable to attend the November 2016 Annual General Meeting, require that this voting paper, completed by me, be recorded as my vote in respect of the: Agenda Item 3a: Adopt Minutes from 2015 AGM
Approved
Not Approved
Agenda Item 3b: Receive, consider and adopt the Director’s Report and Financial Report
Approved
Not Approved
Agenda Item 5 : Endorsement of Industry Representative for Standing Independent Selection Panel (SISP) Proposed Candidate – Alan Colgrave
Approve
Do not Approve
Signature of Voter
Name of Voter
Organisation
Date
Voting Papers must be returned by Tuesday 22 November 2016
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