Attachment A: Seafood Industry Australia

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This summary corporate structure for Seafood Industry Australia Limited (SIA) is provided as an example of an innovative approach to the design of Australia’s newest primary industries peak body. It is not a recommended structure.

One purpose of industry consultation is to understand what aspects of corporate structure may best be suited to the organic industry.

Context

SIA was created as a new national peak industry body in 2017. SIA’s formation was the outcome of a two‑year process involving consultations and commitments by seafood businesses and organisations from across Australia.

Seafood businesses agreed that there is a need for and value in forming an influential national body to represent the whole seafood industry on national and international issues. Before SIA was formed, 95 businesses, organisations and individuals had already pledged to become financial members.

SIA has been incorporated as a company limited by guarantee—this is a form of public company typically used for non-profit organisations. A company limited by guarantee does not have shares—instead, a member guarantees the obligations of the company in the event of a winding up, up to a capped amount of $10.00 per member.

Membership

Membership of SIA is open to individual businesses, seafood industry associations and individuals from all sectors of the Australian seafood industry. It was designed as an inclusive organisation which provides avenues for all members to become involved and achieve better outcomes for the Australian seafood industry.

SIA has tiered membership categories for members, with different fees depending on the size of the organisation and voting rights.

 

MEMBER CATEGORIES

ANNUAL REVENUE

ANNUAL FEE

Voting members

Largest business

>$50m

$20,000

Large business

$5—50m

$10,000

Medium business

$1m—5m

$2,000

Small business

<$1m

$1,000

Large association/ industry sector

$150k—1m

$5,000

Small association/ industry sector

<$150k

$2,000

Non-voting members

Individual member

N/A

$300

Affiliated/ allied small business

$1,000

Affiliated/ allied large business

$10,000

Objects

The primary objects of SIA as set out in its constitution are as follows:

  1. to be the national peak body for the Australian Seafood Industry;
  2. representing and furthering the interests of the Australian Seafood Industry with respect to both national and international issues affecting Members;
  3. to work to increase the value of the Australian Seafood Industry;
  4. to actively promote the good reputation of the Australian Seafood Industry;
  5. to create and maintain an Australian Seafood Industry that is regarded by its participants and recognized by Members and others to be unified, effective and respected;
  6. to foster understanding and unity within the diverse Australian Seafood Industry;
  7. to inform and influence government and regulators, including working with government at all levels to ensure that the interests of the Australian Seafood Industry and Members are fully represented with respect to the design and implementation of public policy;
  8. to be prepared for and responsive to current and emerging issues that have a national and sector significance for the Australian Seafood Industry;
  9. to advocate and encourage sustainable practices within the Australian Seafood Industry to protect the environment;
  10. to provide an advisory forum for all Members to engaged with the Company in its capacity as the peak body for the Australian Seafood Industry;
  11. to promote improved communication, education and technology transfer to the Australian Seafood Industry through state associations, sector bodies and other appropriate avenues; and
  12. doing all such things as are incidental or conducive to the attainment of all or any objects of the Company set out above.

Board renewal and rotation

A director of SIA will hold office for a term of three years and be restricted to a maximum of two terms (being a total of 6 years).

The initial board of seven directors will begin a rotation process from the second AGM with two directors retiring to provide an opportunity for new persons to be considered for appointment to the board.

A Selection Committee will be responsible for the selection of directors based on a skills matrix to be determined by the SIA board from time to time. The Selection Committee will consist of a director (acting as chair of the committee) and four SIA members, appointed by the SIA board. All SIA members will be invited to nominate candidates for appointment as directors to fill any vacancies that arise over the course of the year and/or as part of the rotation process. The Selection Committee will determine whether those candidates (along with any other candidates identified by the Selection Committee) possess the requisite skills and expertise to fill the vacancies on the board.

Following their deliberation, the Selection Committee will make two nominations for each vacancy on the board and the election of new directors by the members will occur at the next AGM.

Members advisory forum

A full Members Advisory Forum that is open to all members will be held annually, in conjunction with the Annual General Meeting. These forums will provide an opportunity for members to voice their thoughts on key issues facing their individual sectors and the larger seafood industry. This advice and comment will assist SIA to prioritise its action plan and establishment of policies.

In addition, SIA will hold a Members Advisory Forum the day prior to each board meeting. The location of each Board meeting will initially rotate between each Australian capital city.

Rights of members

Members will have the following key rights:

  • Annual General Meetings—all members can attend and participate in the AGM (only voting members will be eligible to vote on AGM matters as per membership structure).
  • Members Advisory Forum—All members will have the right to equally participate in the Members Advisory Forum to advise and assist in SIA’s strategic direction. As mentioned above, where possible a Members Advisory Forum will be held in conjunction with the timing of SIA board meetings including the AGM.
  • Director nominations—all members have the right to nominate candidates for election to the board of directors in accordance with a selection committee process.
  • Communications—members will receive regular updates on SIA’s progress and outcomes.
  • Governance—members will receive a copy of the SIA annual report including a set of audited financial accounts.

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