DRAFT MINUTES OF THE HORTICULTURE NEW ZEALAND INC 11 TH ANNUAL GENERAL MEETING HELD AT THE RUTHERFORD HOTEL, NELSON ON WEDNESDAY 3 AUGUST 2016 AT 4.30 P.M. Present: Julian Raine President/Chair Tony Howey Vice-President Bruce Wills John Cook Leon Stallard Mike Arnold Mike Smith Barry O Neil Approximately 110 growers and other industry participants In Attendance: Mike Chapman CEO Shona Roberts Board Secretary 1 WELCOME FROM PRESIDENT HortNZ President and Chair, Julian Raine, welcomed members, guests and staff to the 11 th AGM of Horticulture New Zealand and declared the meeting open. The Chair acknowledged some members present including Andrew Fenton past HortNZ President, Brian Gargiulo, past HortNZ Vice President, Paul Heywood past president of NZ Fruitgrowers Federation. Directors and HortNZ s new Chief Executive, Mike Chapman were introduced. 2 APOLOGIES Apologies were received from: Basil Goodman Brendan Hoare Brian Nicklin David Kelly David Eder Doug Voss Tony Ivicevich Tony Reynolds Wensley Jackson Jeff Wilson RESOLVED (MARK O CONNOR/CON VANDERVORDT) THAT the apologies be sustained. 1
3 VOTING AND PROXIES Members noted that 37 proxies had been received (both directed and undirected), allocated to: President/Chair 34 Bruce Mackay 1 John Cook 1 Anthony Tringham 1 Anthony Tringham was not in attendance; therefore his proxy would not be counted. All other members holding proxies were present and voting cards for undirected proxies were distributed. Voting would be by a show of hands and passed by majority. 4 OBITUARIES One minute s silence was observed in remembrance of: Alan Lim Mario Stella Martin Stafford Maurice Wymer Max Robinson Nick Patterson W Gray Walter Bayliss Also the five Tongan workers that passed the previous day (four RSE workers and a resident NZ Tongan) Members noted that a Community Support Fund had been set up to accept donations to support the families of the Tongan workers. 5 PRESIDENT & CEO S REPORT The Chair referred members to his report and highlighted some of the key points. He commented that HortNZ had seen some significant change over the past year with the change in CEO and with this change HortNZ was refreshing its Strategic Plan. RESOLVED (PRESIDENT/PAUL HEYWOOD) THAT the President & CEO s Report for the financial year ending 31 March 2016, as published in the Annual Report, be taken as read and adopted. 6 FINANCIAL STATEMENTS The CEO presented the audited Financial Statements for the year ended 31 March 2016 and explained the variances. HortNZ s overall financial performance reported income up 22.6% on budget, offset by expenses up 21.7% resulting in a surplus of $209k. 2
Members noted that HortNZ had received a clean audit and that the financial statements in the annual report were present fairly, in all material respects. The financial position of Horticulture New Zealand Inc as at 31March 2016, and its financial performance for the year was in accordance with the accounting policies. 6 LEVY RATE RESOLVED (PRESIDENT/HUGH MOORE) THAT the audited financial statements for the year ended 31 March 2016 are approved. Members noted that HortNZ s levy rate was required to be set each year. The recommendation to the meeting was that the levy rate remain at the current rate. RESOLVED (HUGH RITCHIE/JOHN NICHOLSON) THAT the 2017 year levy rate for the purposes of the Commodity Levies (Vegetables and Fruit) Order 2013 be set for vegetables and fruit at 0.15% of the gross sales value at the first point of sale OR FOB value OR notional process value. 8 DIRECTOR REMUNERATION The Chair invited John Bourke, Chair of the Independent Director Remuneration Committee to speak to the Committees recommendations. John Bourke explained the purpose of the Committee and provided detail on the independent Committee s recommendations. RESOLVED (JOHN BOURKE/HUGH MOORE) That the recommendations of the independent committee reviewing director remuneration be approved increasing the directors remuneration from 1 October 2016 reflecting market movement as follows: Noting that Director fees are all inclusive; therefore no additional per diem fees will be paid for board sub-committee meetings, and regional or industry committee meetings attended on behalf of the board. RESOLVED (JOHN BOURKE/DAVID WATTS) That the further recommendations of the independent committee reviewing director remuneration be approved as follows: (1) For full reviews of the directors remuneration to be undertaken every three years with the next full review being in 2019. (2) In the years when a full review has not been undertaken for the recommendation to the AGM to be that the directors remuneration be increased by the annual CPI index for that year. 3
9 2016/2017 BUDGET The CEO presented the 2016/2017 Budget which had been pre-circulated to members. HortNZ was forecasting income of $6,524,100 ($4.2m - 65% levy income, reflecting growth in the industry) and expenditure of $6,230,500. Natural Resources & Environment continues to be a high expenditure area at around $1.3k - 21% of HortNZ s budget. The challenge for HortNZ is which cases it pursues. To assist in the decisionmaking a prioritisation matrix had been developed. Overall HortNZ was estimating a surplus of $290K. The CEO responded to a number of questions: The modest biosecurity budget (4% of expenditure) is for expertise at a pan industry policy level in support of the Product Groups who are funding the expensive readiness and response programmes and research. The communications budget (mainly offset by income, i.e. break even budgets for the magazines and conference) included a grant from the Fruitgrowers' Charitable Trust for Orchardist magazine. The cost difference (income vs expenditure) was for servicing projects and staffing of the Communications portfolio. Special Projects included expenditure for a jointly funding labour supply and demand project with Government to identify what level the RSE cap should be set at. It also included funding for HortNZ to restructure some of its portfolios to align to the refreshed strategy plan. Health & Safety expenditure sits within the Grower Support budget. This area was identified in annual scorecard as key priority area. HortNZ is working with WorkSafe NZ to establish a Horticulture Guideline (similar to the comprehensive guideline for the pastoral sector) which will become the blueprint for what WorkSafe NZ inspectors enforce and will outline what is expected of members. RESOLVED (FRANK HICKMOTT/ANDREW FENTON) That the Budget for the year ended 31 March 2017 be endorsed. 7 APPOINTMENT OF AUDITOR Tony Howey, Vice President and Chair of Audit & Risk Committee spoke to this item. Given that HortNZ has had the same auditor since its inception the Board sanctioned a tender process for auditing services. Six companies provided RFPs which were reviewed by the Audit & Risk Committee. RESOLVED (HUGH MOORE/ASHBY WHITEHEAD) That BDO Wellington, be appointed auditors for the year ended 31 March 2017. 10 MINUTES OF 10 TH AGM RESOLVED (ASHBY WHITEHEAD/ANDRE DE BUIN) THAT the minutes of the 10th AGM of Horticulture New Zealand, held on 28 July 2015 be taken as read and confirmed as a true and correct record of that meeting. 4
11 RESULTS OF DIRECTOR ELECTIONS The Chair announced the results of the 2016 director elections and congratulated the successful candidates: Dave Kelly Hugh Ritchie Hugh Ritchie made a short address to the meeting. He thanked members for their support and looked forward to making a contribution at the board table. The President then acknowledged Lex Dillon who had put himself forward for election but had been unsuccessful. He then acknowledged Mike Arnold who had not put himself forward for re-election, for his contribution over his term. Mike Arnold thanked members for their support. 12 GENERAL BUSINESS The CEO presented the results of the 2016 Annual Scorecard. Growers and affiliates indicated the top three priority areas for HortNZ should be: 1. better biosecurity; 2. access to water; and 3. representing growers views in Wellington. The other key areas for HortNZ to focus on: the cost of compliance, particularly health and safety; market access; permanent and seasonal labour; attracting and training; and telling the horticulture story to politicians and the New Zealand public. Areas for action: HortNZ s relationship with grower members and grower associations; reducing the cost of compliance; reviewing the weekly newsletter; and refreshing/expanding the people portfolio. The CEO then presented HortNZ s refreshed Strategic Plan 2016-2025. In response to a question the Chair stated that this was HortNZ s Strategic Plan, not to be confused with the Horticulture Industry Strategy which is an industry strategy. 13 CLOSING The Chair thanked members for their attendance and input. He commented that he looked forward to next few days at the Horticulture Conference. He thanked his fellow Directors and staff of HortNZ. The meeting closed 5.40pm. 5