A number of statements made in that letter regarding the approval process said to have been undertaken in relation to the appointment of Director Gorman’s business to undertake consultancy either differed from our understanding of the nature and sequence of the relevant events or was news to us (notwithstanding a thorough review of all Board records).
Information pertaining to this issue was sought from the company on February 28, 2024, well prior to Director Gorman’s letter.
No response was received prior to the publication of Director Gorman’s letter.
Following the publication of Director Gorman’s letter, we wrote again to both Murray Irrigation and Director Gorman seeking clarification and evidence relating to statements that have been made by Director Gorman in both the letter and MIL Fact Check website.
No substantive response has yet been received (despite multiple follow ups) and we are now informed that a response will be provided after April 11, post the General Meeting.
The statements from Ms Gorman that we seek clarification on are as follows,
1. “The previous chair approached me and asked me to consider being part of the ICT Steering committee.”
• The statement is inconsistent with company correspondence and records, which have been identified to Director Gorman and the Company;
• We seek an explanation of these discrepancies.
2. “I considered this option and when I accepted it was discussed by the previous board excluding myself due to conflict.”
• This statement is not consistent with Board meeting minutes, which disclose the Director Gorman’s consultancy was documented, agreed and included in Murray Irrigation’s budget resolution prior to any Board discussion or consideration of the appointment.
• Only subsequently was a Board meeting convened to discuss the appointment and inherent conflict of interest. At that meeting the Board concluded there was an undeclared conflict of interest resulting in the budget resolution being rescinded.
• We have sought clarification on this issue with no response to date.
3. “The board endorsed this engagement as it was in line with constitutional parameters and multiple legal teams reviewed the arrangement and found no issue.”
• Again, the only Board approval in relation to this issue was sought post the issue of conflict being raised by another Director. We are not aware of any Board meetings where the Board considered the advice of ‘multiple’ legal teams?
• We have requested that evidence be provided that the Board has considered the requirements of the Corporations Act 2001 in engaging L&T Consulting as required by the Company’s constitution (see clause 30.1).
4. “I then participated in a response to tender as per normal probity requirements and was found suitable.”
• We have sought details on the tender, such as the form and date of the tender, who was invited to participate, the number of tenders received, details of the assessment process and confirmation of how this process complied with the MIL procurement policy, which naturally requires all tenders be pursued in a competitive environment.
• It is our view that this information would be required by the Board in assessing whether an exemption applied permitting the appointment of L&T Consulting or a General Meeting would be required to comply with the Corporations Act 2001, given the inherent conflict.
We are concerned information provided to date does not allow shareholders to make an informed decision and have requested that Ms Gorman or the company provide answers to the above questions in order to allow shareholders to be informed on this matter raised in the Notice of Meeting.
In light of Director Gorman’s letter, we believe that it is important that these issues be clarified so that shareholders can be properly informed.
Yours etc.
Troy Mauger, Steve Fawns and Brendan Barry
12°C