AUSTRALIAN Agricultural Company director Phillip Toyne has strongly defended the independence of the board, and warned that Australia's oldest company risks being controlled by one large minority shareholder.
Mr Toyne told BusinessDay he was appointed to the ITC board by the Neville Smith Group, not by Elders, when the two companies merged.
"I was retained as an independent director and I expressed all my views in a highly independent way," he said.
"When Futuris (now Elders) asked me to be on the AAco board, they were looking for somebody to represent real independence there because they were left with two directors who were clearly Futuris appointees."
Mr Toyne said the matter of independence was a smokescreen.
"All that stuff is absolute nonsense and to suggest that (chairman) Brett Heading is less than independent is also nonsense.
"He had no association with Elders or Futuris when he was appointed to the board," he said.
AAco shareholders will vote in a new board at the annual meeting on June 12.
Dubai-based food processor IFFCO Poultry, which owns 20 per cent of AAco, is pushing for its ticket to be elected.
The team consists of IFFCO's representative, Arunas Paliulis; former AAco chairman and acting chief executive Nick Burton Taylor; former director Chris Roberts; and two recent board appointments, Stephen Lonie and Peter Hughes. Mr Burton Taylor was ousted from the board last year by Elders.
IFFCO wants to replace Mr Heading and Mr Toyne, alleging they had been too close to the former Elders-controlled board.
An Elders board appointment, Charles Bright, announced his resignation from the board this week.
Mr Toyne said he chaired an AAco committee that was suing Elders.
"It suggests a high degree of independence if we are pursuing that course of action," he said.
Mr Toyne said Mr Burton Taylor had a long association with Elders, yet was being presented as someone untainted by the Elders past.
"He was on the board for years and … I don't accept that he does not represent the past of AAco."
Mr Toyne said the other question was the clear transfer of control at AAco.
"If the 20 per cent stakeholder now moves to control the board, as they certainly could if they vote the current independents off and put on people who are friendly to them, then they have effectively gained control of a $1 billion company with their $88 million investment," he said.
"Only one stockbroker has made that link. I haven't seen any of the proxy houses making that point.
"It disturbs me. It seems to me a question of how the 80 per cent of other shareholders are going to have their interests protected."
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