Executive changes at Australian Whisky Holdings

24 May, 2019 by Andy Young

The board of directors at Australian Whisky Holdings has undergone massive changes this week, with five directors leaving the business and three new ones joining.

Former Chair Terry Cuthbertson has resigned from the board along with fellow directors Peter Herd, Gary Mares and Bill Lark. Fellow director Stuart Grant has also left the business following a shareholder vote.

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That vote also saw Geoff Bainbridge appointed as a director, while David Dearie has also joined the board as a director. Warren Randell is now a non-executive director of the business.

Bainbridge is a former Managing Director, Spirits at Foster’s Group, although he left that business 15 years ago. Since then he has worked as director and shareholder in a number of businesses.

Dearie also has extensive experience in the drinks industry having been the Managing Director, Western Europe and Africa at Brown-Forman, Managing Director ANZ at Foster’s Group and the CEO of Treasury Wine Estates, a position he left in 2013. Randall is the owner and Managing Director of Seppeltsfield Wines.

The whole process began in March this year with a letter to the board and shareholders from Quality Life Pty Ltd, a business which holds a share in AWH and is backed by Tasmanian businessman Bruce Neill, who is also a major shareholder in the Bellamy’s infant milk business.

While TheShout has been unable to obtain a copy of the letter sent by Quality Life, AWH has detailed responses to the letter in statements to the ASX, and called on shareholders to reject the proposals.

Quality Life requisitioned AWH’s directors to call a meeting of members to move resolutions for the removal of Cuthbertson, Herd, Mares and Grant and appoint Bainbridge and Dearie as directors.

In an ASX release on 15 May, AWH said: “The Board is concerned that the reconstituted Board proposed under the Requisition will be lacking in any structured succession and lacking in critical experience in key areas. Both of these factors may present difficulties in ensuring the continuity of the business of the Company.”

AWH said that since receiving the letter from Quality Life about the Board changes it has attempted to negotiate with Quality Life “for the best interests of the Company’s members as a whole.” However those negotiations have proven futile as Quality Life has pressed ahead with its Requisition for a vote on changing the Board.

That vote went ahead on Tuesday at a General Meeting of the company’s shareholders. That meeting was initially set to vote on six resolutions pertaining to the removal of four Board members and the appointment of two others.

Four of those resolutions were withdrawn after Cuthbertson, Herd and Mares all resigned from the Board and Dearie was appointed. The remaining resolutions saw 74.62 per cent of shareholders vote in favour of the removal of Grant and 71.77 per cent vote in favour of the appointment of Bainbridge.

Following the vote Bill Lark resigned as a director of the company and Randall was appointed as a non-executive director. AWH also said that its Chief Financial Officer and Acting Chief Operations Officer, Brendan Waights resigned at the conclusion of the General Meeting.

TheShout has reached out to the new AWH board, but so far has not had a response.