Adelaide Brighton Announces About the Board Composition and 2019 AGM

Adelaide Brighton Limited (ASX: ABC) has made an announcement stating that its major shareholder, Barro Properties Pty Ltd and its associated entities (Barro Group) and the independent Directors have confirmed their support for the Board Governance Framework designed to be appropriate to recognize both the cornerstone shareholding of the Barro Group in the Company. Further, the framework is designed to recognize the importance of effective oversight by independent Directors for the benefit of all shareholders.

Earlier on 5 March 2019, Barro Properties nominated Rhonda Barro to be a new Director for election to the Board at the Company’s Annual General Meeting (AGM) which is scheduled to happen on 10 May 2019.

The items of business that will be considered at the AGM are:

  • the financial report, directors’ report and auditor’s report.
  • the election of Rhonda Barro.
  • the re-election of Zlatko Todorcevski and Ken Scott-Mackenzie.
  • the remuneration report.

The Board has recommended the company’s shareholders to vote in favour of all items to be considered at the meeting. If all resolutions are passed by shareholders, the Board will comprise 4 Independent Directors and 3 nominees of Barro Group. Further, Raymond Barro will be appointed by the Board as a Chairman and current Chairman, Zlatko Todorcevski will be appointed for the role of Lead Independent Director and Deputy Chairman.

Today the company has released a Board Protocol (Potential Conflicts and Interests) which has been adopted by the Board to govern the interactions between the business interests of Barro Group and Adelaide Brighton.

The Corporations Act imposes obligations on directors in relation to disclosure of interests. The Act provides that a director who is having a material personal interest in any matter which is relating to the affairs of the Company is required to give the other directors notice of the interest, except in certain circumstances specified in the Act.

The acceptance of these governances and conflicts management principles and confirmation from the Barro Group that it would support a majority of the Board comprising independent directors for the foreseeable future, were important considerations for the Board’s support for Rhonda Barro’s appointment to the Board and the appointment of Raymond Barro as Chairman. All of the directors believe that Rhonda has the experience and qualities to make great contribution to the Board and Raymond’s experience and knowledge of the industry is unrivalled in Australia.

The Governance Framework agreed by the Board ensures that Adelaide Brighton’s Board will continue to comprise a majority of independent Directors for the foreseeable future and the Framework is also enhancing the Conflicts Protocol which is governing interactions between the business interests of Barro Group and Adelaide Brighton.

Now, let’s have a glance at the company’s stock performance and the return it has posted over the past few months. At the market close, ABC’s share price was at $4.480, up by 2.517% during the day’s trade with a market capitalization of ~$2.85 billion as on 26 March 2019. The counter opened the day at $4.340 and reached the day’s high of $4.500 and touched a day’s low of $4.330 with a daily volume of ~ 1,293,716. The stock has provided a year till date return of 3.07% & also posted returns of -29.04%, 0.69% & -11.18% over the past six months, three & one-month periods respectively. It had a 52-week high price of $7.025 and touched 52 weeks low of $4.170, with an average volume of ~1,468,468.


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