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APA GROUP — Board/Management Information 2007
Aug 28, 2007
64398_rns_2007-08-28_92f1c841-cb8b-4560-8666-d37a91a6a619.pdf
Board/Management Information
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AUSTRALIAN PIPELINE LIMITED
BOARD CANDIDATE NOMINATION FORM
Background
Australian Pipeline Limited ( APL ) is the responsible entity of the Australian Pipeline Trust ARSN 091 678 778 (APT) and APT Investment Trust ARSN 115 585 441 (APTIT) (the units in which are stapled to the other, and which together is referred to as APA ) and is responsible for the day to day management of APA. As announced on 28 June 2004, it is possible for the unitholders of APT (who are the securityholders of APA) to nominate and elect candidates for appointment as Directors of APL.
Under Rule 7.1(g) of the APL constitution, at each Annual General Meeting of APL one third of the Directors, or the nearest whole number thereto, and those who have held office for three years since reelection, must retire. They are eligible to renominate. This does not apply to the Managing Director and one appointee of Petronas. In calculating the one third, the Managing Director, one appointee of Petronas and those retiring at the meeting for other reasons are excluded. This has meant that one Director must retire this year under this Rule.
As both Messrs Higgins and Wright have served equally since their last election, the decision as to which Director must retire is determined by agreement or by lot under Rule 7.1(h) of the APL constitution.
It has been agreed that Mr Higgins will retire as a Director at the Annual General Meeting of APL to be held on 30 October 2007. Mr Higgins has indicated that he will seek re-election to the Board.
The Directors of APL are:
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Mr George H Bennett (Independent Non Executive Director, Chairman);
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Mr Leonard F Bleasel AM, (Independent Non Executive Director);
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Mr Ross M Gersbach (Non Executive Director);
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Mr Russell A Higgins AO (Independent Non Executive Director);
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Mr Muri Muhammad (Independent Non Executive Director);
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Mr George Ratilal (Independent Non Executive Director);
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Mr Robert J Wright (Independent Non Executive Director); and
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Mr Michael J McCormack (Managing Director);
At the previous Annual General Meeting of APL, Mr Bennett retired as a Director and was nominated by the securityholders of APT to be re-elected to the Board. Mr Bennett announced on 28 August 2007 that he will be standing down as Director and Chairman at the close of the Annual General Meeting on 30 October 2007 and will not be renominating.
During the year ended 30 June 2007, Mr Gersbach (formerly an appointee of AGL) resigned as a Director. He later was invited to join, and did join, the Board as a non executive Director. Messrs Bleasel, Gersbach and Ratilal were appointed under Rule 7.1(k) as additions to the Board.
Under the Rule, Messrs Bleasel, Gersbach and Ratilal hold office until the conclusion of the next Annual General Meeting of APL and are then eligible for re-election.
Messrs Bleasel, Gersbach and Ratilal will retire as Directors at the Annual General Meeting of APL to be held on 30 October 2007. Messrs Bleasel, Gersbach and Ratilal have indicated that they will seek re-election to the Board.
APA securityholders may nominate candidates for the four Director positions which become vacant. Details of all valid nominations will be provided in the notice of meeting to be sent to APA securityholders for the Annual Meeting of APA to be held on 30 October 2007.
APA securityholders will be asked to approve the nomination of four candidates to the Board of APL at the Annual Meeting. The four candidates, who will include the current Directors seeking reelection, who receive the highest number of votes from securityholders will be appointed Directors.
Each appointed Director will hold office in accordance with the constitution of APL, including the requirements to retire by rotation and following three years service without re-election.
Director fees payable to each Director will be in accordance with APA’s remuneration policy and will be in line with current market rates for appropriately qualified Directors.
Additional candidate nomination forms are available on request from Link Mark Services Limited on (+61 2) 8280 7132. APA securityholders or candidates who have any questions should contact APL’s Company Secretary, Mr Austin James on (+61 2) 9693 0007
Nomination Process
If you wish to nominate a candidate for election as a Director of APL, please read the following instructions and arrange for the nominee to complete the enclosed nomination form. You are not obliged to nominate a candidate.
Please note that nominations can only be made by a securityholder of APA and the nomination of a candidate does not automatically lead to the candidate’s appointment as a Director.
Nominations should be made on the enclosed nomination form, which must be signed by the nominating securityholder and by the nominee and should include the following particulars:
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full name, residential address and date of birth of the nominated candidate; and
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contact details of the nominated candidate including telephone number, facsimile and email address.
A consent to act as a Director (in the form required by law) signed by the nominee must also accompany the nomination form.
All nominations should also include a brief summary of the personal and professional background of the nominated candidate. This summary should include details of current employment, qualifications, membership of organisations, positions of office and other relevant information about the nominated candidate.
This information will be included in the notice of meeting and explanatory memorandum to be provided to APA securityholders for the Annual Meeting unless the information is misleading or otherwise inappropriate.
Only completed nomination forms received at the address below, no later than 5 pm on 14 September 2007, will be accepted:
Link Market Services Limited Locked Bag A14 Sydney South NSW 1235
Email: [email protected]
A candidate may withdraw his or her nomination for election by notification in writing to APA at any time before the Annual Meeting.