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APAL seeks member endorsement of updated governance rules

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Peak industry body Apple and Pear Australia Limited (APAL) has released details of proposed changes to its constitution in advance of seeking member endorsement of the changes at its Annual General Meeting in November 2021. 

APAL Chief Executive Officer Phil Turnbull said the proposed changes reinforced industry representation at the highest levels within APAL, protected APAL’s Not-For-Profit status and bring APAL’s governance rules in line with best practice guidelines. 

“Importantly, the updates respond to member feedback and set the framework for APAL to continue to have the right mix of expertise to lead its growing domestic and international operations,” Phil said. 

The amendments require approval by at least 75% of APAL members at the AGM in November. 

“We are releasing the proposed changes this month and look forward to meeting with industry stakeholders across the nation to hear their feedback and answer any questions they may have,” Phil said. 

Broadened eligibility

At present only a nominated representative from a levy-paying member organisation can be nominated for appointment as a state-representative Board director of APAL – and member organisations can only nominate one representative.  The proposed changes would expand this eligibility to include individuals who can demonstrate their significant involvement in the industry, regardless of whether they are a member of APAL. 

“This change will expand the potential pool of eligible candidates and allow APAL to tap into the considerable expertise within the apple and pear community,” Phil said. 

Updated Board composition

APAL’s current board structure includes directors representing each of the growing regions, a director representing the pear industry and two non-executive directors.  

The proposed changes will increase the number of additional directors from 2 to 3. It is also proposed that responsibility for representation of the pear industry be shared across all directors, rather than a single director in order to bring greater representation and focus to the pear industry. 

Growers will continue to make up the majority of our board with 6 of the 9 director roles. The additional directors bring significant off-farm and international expertise that ensures APAL’s Pink Lady commercial operations continue to generate the revenues to fund APAL’s industry services. 

Supporting best practice and favourable Not-For-Profit status

Since APAL’s constitution was originally drafted, a range of corporate governance reforms have been adopted into legislation. APAL’s proposed changes will ensure the constitution is consistent with these amendments but also balances the changes with growers’ expectations. 

“Like so many organisations, our constitution was not written with a pandemic in mind.  We are proposing changes that will allow APAL to make greater use of technology as part of our board meetings and administration,” Phil said.  

APAL also proposes amendments to the objects and other clauses regarding payments to Directors and Members to bring the wording in line with Australian Charities and Not-For-Profits Commission expectations and so preserve our favourable Not-For-Profit status. 

The Corporations Act repealed some time ago the requirement for a director to step down once they reach the age limit (72 years). Best practice guidelines now recommend a maximum tenure for a director – a common example is a maximum of 3 terms of 3 years so 9 years in total. APAL proposes to remove the age limit from its constitution but extend the tenure to allow a director to serve for up to 12 years.   

“Combined with the broadened eligibility we are confident these changes will ensure APAL’s board has the right balance of wisdom, experience, representation, innovation and new ideas,” Phil said. 

Over coming months APAL will seek the views of members on the proposed changes.  

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