Mission Statement

To be the best facility for the wholesale trading of fresh produce in Australia.

Vision

To provide the most efficient facility for trading fruit and vegetables in South Australia with an orderly trading environment, access to all industry participants in one location whilst diversifying income streams to leverage asset portfolios and maximising return for shareholders.

Values

SAPM has defined a set of values that define the principles, standards and behaviours of the organisation. The principles, standards and behaviours of employees and ongoing interaction with shareholders, customers, suppliers and the people of South Australia are governed by these values.

Our values also govern the way in which we recruit, train, appraise and recognise all employees, and the way in which we plan and manage our responsibilities. The values that guide SAPM are;

  • Customer Focus

    We recognise the importance of our customers to the success of our business & will work in consultation with them to ensure that our facilities and services meet their needs and support their business viability and growth.

  • Shareholder Value

    We conduct the business of the South Australian Produce Markets (SAPM) in a professional and efficient manner that will optimise, where possible, the return to shareholders.

  • Fresh

    Our market traders supply the freshest produce all year round.

  • Local

    We are a locally owned business and the majority of our operators are local family businesses selling a range of locally grown produce.

  • High Quality, Modern Contemporary

    Our market is the state’s only wholesale fruit and vegetable market which supplies 60% of the state’s fresh produce. We aim to maintain a high quality, modern facility for our traders .

  • Professional

    We maintain a professional standing in everything we do including working with Government, industry groups, customers and stakeholders.

  • Trustworthy

    In order to provide value in our brand we must ensure the industry trusts everything we do. This starts from the Board, management and more importantly we need to ensure the traders that trade at the market abide by the Horticultural code of conduct and maintain strict ethics when trading within the market.

  • Safe & Healthy Workplace

    We maintain a strong focus on providing a safe & healthy workplace for all people who work & attend the South Australian Produce Market site.

  • Team focus

    The Board of Directors, Management & staff work together as a team & in partnership with customers, suppliers, and all levels of Government & industry groups, recognising the benefits that teamwork offers.

  • Efficient

    We must strive to have the most efficiently managed market in Australia.

  • Leadership / Innovation

    We encourage innovation & initiative so that we add value to our customers & position the South Australian Produce Markets to take a leadership role in issues affecting the industry.

A Commitment to Excellence

The Chairman, Directors, Chief Executive Officer, Management and Staff are strongly committed to operational excellence. We aim to achieve this through the delivery of a high level of customer service to maintain the commercial viability of the company and the market as a whole. The team strives to ensure that best practice is achieved across all corporate and operational sectors. With strong leadership, teamwork and the development of initiatives we attain optimal operation and a high degree of customer satisfaction.

About South Australian Produce Market

The South Australian Produce Market is the premier fresh produce wholesale market for the state where over 250,000 tonnes of fresh produce with a wholesale value of over $590M is traded between our wholesalers, growers and retail operators every year. The market offers various value add services through our associated businesses including Crunch Bunch mascots, daily supply and price monitoring, inspection and quality control, banking and credit service facilities, in-store promotion and multi-media advertising, unloading and pallet management.

The market provides a rich environment that fosters competitive trade and efficient distribution and market forces determine the prices. With an estimated 10,000 individuals accessing the market site each week, the market offers freedom of choice, with an extensive range of product variety, quality and price and provides users with access to a large customer base and the ability to develop business and industry contacts by providing a unique environment that promotes healthy and open competition.

Market operations are complex, with masses of highly perishable fresh produce passing through each day which is consumed locally, nationally and now internationally.

For this reason the market facilities have been planned and constructed to receive, store, trade and distribute highly perishable fresh fruit and vegetables in the most efficient manner available to meet the ever increasing demand.

South Australian Produce Market seeks to educate the community through our associated businesses and programs about the health benefits of fresh fruit and vegetables with the objective to increase consumption which ultimately benefits the entire industry.

Wholesale markets role

Wholesale markets are situated throughout the world and offer a structured trading environment where all industry sectors are able to meet and collectively trade. Within Australia there are six wholesale markets, predominantly one operating in each state.

Why are wholesale markets so important?

Wholesale markets play a significant role within Australia’s horticulture industry as the major distribution point of the nation’s fresh fruit, vegetables and flowers. The majority of Australia’s fresh produce is either traded or transhipped through Australia’s wholesale markets providing a critical link within the industry involving growers, wholesalers, retailers and associated industry groups.

History

In South Australia up until the mid 1800’s produce grown was sold directly to the fruit and vegetable shop owners, however by the mid 1860’s, the number of grower and fruit and vegetable shops grew dramatically and the South Australian Government regulated the trading of fruit and vegetables. In response to this, the East End Market Company and Adelaide Fruit and Produce Exchange were founded and operated in the heart of Adelaide’s CBD just off East Terrace for 30 and 84 years respectively.
By the mid 1980s, with an increasing population and production costs, Adelaide’s wholesale fruit and vegetable market was proving to be too small and inefficient and additional operating space was required. In 1987 growers, wholesalers and retailers formed a private company, South Australian Produce Markets and began construction of a new market complex in the northern suburb of Pooraka. Officially opening in October 1988, South Australian Produce Market was the first privately owned Market in Australia.

David Schirripa

Director & Chairman

Grower Appointment

David has been a Board member since 2010 and Chairman since 2011 and previously served on the Board from 2004 to 2007, including a period as Deputy Chairman. In addition to being an avocado grower on the Fleurieu Peninsula, David is a solicitor and a Director of Schirripa Evans Lawyers. David’s family previously owned La Manna Bananas Adelaide (formerly Carbis Banana) and prior to that were fruit and vegetable retailers. He currently sits on the Audit, Corporate Governance & Finance Committee. David is also a Notary Public and Advisor Member of Family Business Australia

Nicola Minicozzi

Director & Deputy Chairman

Wholesale Appointment

Nic has been a Director since 2000 and Deputy Chairman since 2003. He is the Managing Director of Minicozzi Lawyers with 40 years’ experience in non-litigious and litigious commercial law. He also specialises in a broad range of legal services, including land transactions, litigation and business law. Nic currently sits on the Audit, Corporate Governance & Finance Committee

Pasquale Scalzi, OAM

Director

Wholesale Appointment

Pat has served on the Board since SAPM’s inception in 1987. Bringing over 50 years’ experience in the fruit and vegetable wholesale industry, Pat is the Managing Director of Scalzi Produce, a fresh produce wholesaling business based at the South Australian Produce Market. In 2000 he received an Order of Australia Medal for his service and extensive contribution to the local horticulture industry.

Daniele Rafaele De Ieso

Director

Grower Appointment

Danny has been a Director since 2002 and brings over 35 years’ experience in the fruit and vegetable industry. A market gardener in the Waterloo Corner/Gawler River area, Danny is the Managing Director of Thorndon Park Produce. He holds qualifications in horticulture and business management and is a Director of national peak industry body Ausveg and the the Chairman of Ausveg SA.

Antonio Ceravolo

Director

Grower Appointment

Tony has been a Board member since 2007 and brings 33 years’ experience in the fruit and vegetable industry. Tony is the Managing Director of R Ceravolo & Co Pty Ltd, a major apple and pear grower in the Adelaide Hills. He is also the Managing Director of Ashton Valley Fresh Co Pty Ltd and Ceravolo Orchards Pty Ltd. All of these companies have a wholesaling presence at the South Australian Produce Market. Tony also serves as a Director of The Apple and Pear Growers Association.

Michael Ruggiero

Director

Independent Appointment

Michael has been a Board member since 2008 and brings 28 years’ accounting and taxation experience. A qualified Chartered Accountant and a Chartered Taxation Adviser, Michael is a Managing Partner of Bentleys Accountants, Auditors and Advisors. He specialises in finance, Capital Gains Tax, taxation, business and property and currently sits on the Audit, Corporate Governance & Finance Committee.

Derrick Patterson

Director

Retail Appointment

Derrick has been a Board member since 2014 and brings over 40 years’ experience from the fresh produce retailing sector. The former Chairman of the “Go Green Grocer” retail State-wide campaign, Derrick has more recently operated My Greengrocer in Burnside Village and Waggon Wheels in Blackwood. He has remained the co-Chairman of the annual, industry-run Cherry Ball since 1997.

Girolamo (Jamie) Fragnito

Director

Retail Appointment

Jamie has been a Board member since 2014 and brings over 30 years’ experience from the fresh produce retailing sector. The former Chairman of the Adelaide Produce Markets Young Leaders, Jamie is currently the Managing Director of Mount Barker Fresh Markets and its online and food-service affiliate, Mt Barker Fresh Direct. He is also a serving committee member of the SA Fruit & Veg Retailers Association

Christine Scalzi

Director

Wholesale Appointment

Christine has been a Board member since 2014 and is the second female ever to serve on the SAPM Board. Christine has over 25 years’ experience from the fresh produce wholesaling sector and is currently a Director of the herb-based wholesaling business, Select Naturally.

South Australian Produce Market and the Community

Foodbank South Australia is a non-denominational community supported, non-profit organisation which relies on the support of a large network of dedicated people who have a commitment to fulfilling the vision of a South Australia without hunger.

Established in South Australia in 2000 and celebrating its 15th Anniversary this year, Foodbank South Australia’s core concept remains simple – to feed those in need by redistributing surplus food.

Foodbank provides an outlet to food companies for their surplus stock and at the same time, allows community support agencies to save time and resources in the solicitation of nutritious food.

Over the years Foodbank South Australia’s Food Procurement Team has established a strong connection with local food producers, manufacturers, retailers and growers to purchase core staple items at discounted rates. This equips Foodbank with the ability to offer to our welfare partners healthy, nutritious, essential food items that should be in everyone’s pantries on a regular, reliable basis.

Last year Foodbank South Australia provided over 4 million meals, through their main distribution centre in Edwardstown and 3 regional centres in Mount Gambier, Berri and Whyalla to a network of 620 charities and schools running School Breakfast Programs. Foodbank services almost 60,000 South Australians every month – with one third of them being children.Foodbank’s innovative partnership with the South Australian Produce Market and the fruit and vegetable industry tackles food insecurity and access to healthy foods for those who can least afford it, whilst also rescuing edible surplus produce that otherwise would have gone to waste.

Since the relationship between the South Australian Produce Market and Foodbank was established in 2013 we have worked collaboratively and are happy to report that donations of fresh fruit and vegetables from within the market increased from 288,402kg to a staggering 533,200kg in 2015.

To find out more, visit www.foodbanksa.org.au

20014 Corporate Governance Statement – Adelaide Produce Markets Limited

  1. INTRODUCTION

This Statement sets out the key corporate governance principles adopted by the Directors in governing the South Australian Markets (“SAPM”).

  1. SAPM’S Approach to Corporate Governance

Corporate governance is the framework of rules, systems, processes and relationships by which the company’s business is conducted, directed and controlled. The Board has the responsibility for ensuring SAPM is properly managed so as to protect and enhance shareholders’ interests in a manner that is consistent with the company’s responsibility to meet its obligations. For this reason, the Board is committed to applying appropriate standards of corporate governance across the organisation.

As part of its commitment to enhancing its corporate governance the Board has elected to adopt relevant practices which are consistent with the 3rd Edition of the Australian Securities Exchange Corporate Governance Principles and Recommendations, providing they do not conflict with the express provisions of the company’s Constitution. These principles are the standard by which Australia’s largest and over 2000 listed companies are judged.

  1. Compliance with ASX Best Practice Governance Recommendations

The ASX recognises that there is no single model of corporate governance which suits all organisations at each stage of their life and that some governance structures may be better than others for the generation of shareholder wealth at different times. Accordingly the ASX Listing Rules requires listed companies to include in their annual report a statement disclosing the extent to which they have followed the ASX best practice recommendations in the reporting period. In addition listed companies must identify the recommendations that have not been followed and provide reasons for the company’s decision.

SAPM is not a listed company and as such is not required to report against the ASX’s Best Practice Recommendations nor include a Corporate Governance Statement in its Annual Report however the Board believes that by publishing a corporate governance statement on its website it is facilitating transparency about SAPM’s corporate governance practices which will assist shareholders and other stakeholders to make informed judgments about SAPM.

SAPM considers that its governance practices comply with a substantial number of the ASX Best Practice Recommendations. The company’s Constitution contains specific requirements on a range of matters including Board composition. The Board is obliged to comply with the Constitution which prevails over the non-binding ASX best practice recommendations.

  1. Governance Principle 1: Lay Solid Foundations for Management and Oversight

4.1 The Role of the Board

The company’s Constitution vests management and control of the business and the company’s affairs in the Board. In summary the Board’s accountabilities and responsibilities include:

  1. a) Overseeing management and providing a leadership role to the company.
  2. b) Representing shareholders and effectively translating the Produce Market’s needs and aspirations into strategy.
  3. d) Providing overall stewardship of the organisation and ensuring that sound financial management and accountability are achieved in relation to the company’s and the Produce Market’s finances.
  4. e) Reviewing and approving policies, goals, targets and budgets.
  5. f) Monitoring business performance and ensuring that appropriate mechanisms are in place to deal with the prompt handling of concerns.
  6. g) Improving shareholder value and identifying and pursuing commercial opportunities which are consistent with the company’s long term strategies.
  7. h) Having an awareness of the statutory obligations imposed on Board members and ensuring there are appropriate standards of corporate governance.
  8. i) Practicing and exhibiting the company’s values (which include having a Produce Market user focus, shareholder value, communication and co-operation, compliance with the director code of conduct and internal controls, encouraging leadership & innovation, management by fact and providing a safe and healthy workplace and teamwork)

Responsibility for day to day management and administration of the company is delegated by the Board to the CEO.

4.2 Board Committees

To assist it in carrying out its responsibilities the Board has in place an Audit, Corporate Governance and Finance Committee (Committee). The purpose of the Committee is to consider certain matters in detail and make recommendations to the Board.

Copies of Committee minutes are circulated to all Board members and the Chairman reports findings together with any recommendations to the full Board at its next meeting.

4.3 The Role of the CEO

Angelo Demasi was appointed CEO of the company in 2002. Directors have determined that the Board should be independent of management. Accordingly the CEO is not a member of the Board. The CEO is reports to the Chairman of the Board and is accountable to the Board for the following functions:

  1. a) Leadership and management of the organisation
  2. b) Provision of strategic input to the Board’s planning process
  3. c) The implementation of the corporate, business and strategic plans
  4. d) Financial management of the company
  5. e) Policy development
  6. f) Business development
  7. g) Project management
  8. h) Overseeing Produce Market operations and provision of services to Produce Market users
  9. i) Developing and monitoring compliance with the Produce Market operating rules and leases

The CEO also undertakes the role of Company Secretary of APML.

4.4 Evaluating the CEO

The CEO’s performance is evaluated annually by the Committee against a range of key performance indicators and targets. The Committee makes a recommendation to the Board on the CEO’s remuneration which is based on both performance and external market data.

The CEO’s has a current position description and a letter of appointment which describes his term of office, duties, rights and responsibilities and entitlements on termination.

  1. Governance Principle 2: Structure the Board to Add Value

5.1 Board Expertise, Size and Composition

The Board has a broad range of relevant skills, experience and expertise to meet its objectives including accounting/taxation and legal expertise. It is comprised wholly of non-executive directors.

The Board’s structure is determined by SAPM’s Constitution. It requires that there be a minimum of 8 directors and a maximum of 11 directors with up to three growers, three wholesalers, two retailers and three independent directors appointed. Grower, wholesaler and retail directors are elected by shareholders holding that respective class of shares. Independent directors are elected by all shareholders including holders of unclassified shares.

While the Constitution allows for executive directors to be appointed, the Board has determined that a Board comprised solely of non-executive directors provides for the most robust corporate governance approach. The CEO attends all Board and Committee meetings.

The Board’s size and composition complies with the Constitution. There are presently 9 Directors and include:

  1. a) 3 grower appointments
  2. b) 2 retailer appointments
  3. c) 3 wholesaler appointments
  4. d) 1 independent appointment

Details of each Director’s qualifications, experience and special responsibilities are set out in each years’ Annual Report.

5.2 Nomination and Appointment of New Directors

Directors are appointed for a three year term. Directors are not required to be shareholders however a grower, retailer or wholesaler appointment must be an eligible person operating a business in their respective category.

As the majority of the Directors are nominated and elected by the representative groups, namely eligible growers, wholesalers and retailers, the Board does not have a nomination committee.

The Board as a whole undertakes the functions of a Nomination Committee including succession planning and the appointment and re-election of Directors. From time to time the Board assesses the eligibility of all nominations and also identifies people with relevant skills and expertise for nomination as independent directors.

All new Directors are provided with an induction kit containing a range of relevant information.

5.3 Retirement

The Board is conscious of the benefits of board renewal. In 2014 three new Directors have joined the Board. SAPM’s Constitution specifies that all Directors must retire from office no later than the third Annual General Meeting following their last election. Where eligible a Director may stand for re-election.

In the event a Director ceases being an eligible person in accordance with the Constitution they must retire from the Board.

5.4 Board Access to Records and Advice

All Directors receive regular detailed financial and operational reports from management as part of their meeting materials to assist them carry out their duties. In addition Directors are provided with unrestricted access to company records during business hours. Directors are permitted to take copies provided the access assists them discharge their duties as a Director.

Any request from a Director for independent professional advice is considered by the whole Board on a case by case basis.

5.5 Director Independence and Avoidance of Conflicts

The Board is comprised solely of non-executive directors. None of the directors are or have been employees of the company. Many but not all of the Directors are shareholders of SAPM and some hold substantial holdings. Details of Directors’ shareholdings are disclosed in the Directors’ Report in each years’ Annual Report.

At various times directors with specific professional expertise provide professional services to the company at usual commercial rates and on usual commercial terms. The Board has adopted a policy of requiring detailed invoices with respect to any services rendered and each invoice is submitted to the Board for approval. Any director who provides such services does not take part in the process of approving the payment of any fees.  The quantum of any such fees are fully disclosed in the Annual Report.

The Constitution requires the appointment of a certain number of directors by the three produce industry shareholder classes. Specifically it requires that the wholesaler Directors must be wholesalers of fruit, vegetables, flowers or other horticultural products operating from lock up premises at the market in Pooraka. It also requires grower Directors must be a grower of such products in South Australia operating on at least ½ hectare of land and carrying on a primary production business. Similarly retail Directors must be in the business of retailing fruit, vegetable, flowers or horticultural products in South Australia from a retail outlet and be a registered Produce Market buyer. Industry class Directors also lease or licence premises within the Produce Market at usual Produce Market rates and pursuant to standard lease and licence agreements. The extent of any related party transactions are fully disclosed in the Annual Report.

While our representative (or nominee) Directors are encouraged to bring the issues of their constituency to the Board for discussion they are aware that they have an obligation to make decisions in the best interests in the company as a whole. In addition they are also aware that their duty of confidentiality to the company over-rides any implied obligation to report matters of company interest to their appointers.

In accordance with the Corporations Act, any Director with a material personal interest in a matter being considered by the Board must not be present when the matter is being considered and may not vote on the matter. Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of SAPM. Where a significant conflict exists, the Director concerned declares their interests in the matter to the Board must not take part in decisions or discussions relating to them.

5.6 Chairman

David Schirripa is the Chairman and was appointed in 2011. The Chairman is selected by the Board and is appointed for a one year term. The Chairman’s role includes:

  1. a) Providing leadership to the Board;
  2. b) Managing the Board in the discharge of its duties;
  3. c) Chairing shareholders meetings (including determining the general conduct and procedures to be adopted at meetings);
  4. d) Being the primary point of contact with the Board and the CEO and provide support to the CEO; and
  5. e) Responding to media enquiries on behalf of the Board.

The Chairman is also an ex-officio member of all Board Committees and task forces.

5.7 Board Meetings

The Board meets in full each month. In addition to the 12 scheduled Board meetings, meetings are also often held throughout the year to address strategy, Board performance and other specific matters which arise.

The CEO attends all Board meetings and the other managers present on relevant matters as required.

Information on Director meeting attendance is included in the Directors’ Report shown in each years Annual Report.

5.8 Review of Strategic Plan and Board Performance

As part of its commitment to continuous improvement the APML Board initiated a strategic plan review during 2015.

A formal committed period of time outside of a normal Board meeting was set aside to review and discuss the results as a Board. A new five year strategic plan has been adopted to guide management on the company’s strategic objectives.

5.9 Company Secretary

All Directors have access to the Company Secretary. The appointment and removal of the Company Secretary is a matter for decision by the Board as a whole.

  1. Governance Principle 3: Act Ethically and Responsibly

6.1 Code of Conduct

The Board acknowledges its responsibility to set the ethical tone and standards of the company. Accordingly it has clarified the standards of ethical and professional behaviour required of Directors and employees through the establishment of a Code of Conduct.

6.2 Trading in Company Securities

As an unlisted public company, SAPM’s securities are not traded on the Australian Securities Exchange or any other share trading exchange system. Information on the procedure for buying and selling company shares is provided on the company’s website.

The company’s Constitution has certain provisions to protect the company from a takeover and also to prevent the loss of majority control by the South Australian fresh produce industry. All applications for share transfers are subject to Board review and approval.

The company has put in place a Share Transfer Introduction Register (STIR) which assists in facilitating the exchange of contact details of potential buyers and sellers of company shares for the purposes of the parties negotiating the sale and purchase of shares. The company has published a set of STIR procedures and Rules on its website.

In 2015 the company adopted a policy which prevents the purchase of the company’s shares by any company employee unless the shares purchased have been listed in STIR for a minimum period of seven days.

Also in 2015, the company has appointed David Garry & Associates to act as the company’s share registry service provider so as to ensure that all dealing with shareholders with respect to share transfers are handled in a manner independent from the company’s employees.

  1. Governance Principle 4: Safeguard Integrity in Corporate Reporting

7.1 Audit, Corporate Governance and Finance Committee (Committee)

The company has established the Committee comprised of four non executive directors and chaired by the Chairman of the Board.

The members of the Committee possess a range of expertise including accounting, taxation and legal. Specific information about their qualifications and meeting attendance can be found in the Directors’ Report in each years Annual Report.

The Chairman of the Board sits on the Committee in an ex-officio capacity. The CEO and the Finance Manager attend the meetings at the invitation of the Committee.

The Committee has a written charter and meets at least twice a year for the release of audited financial statements. Its primary functions include:

  • To recommend the external auditor’s appointment / removal and reviewing their scope of work and performance;
  • Assist the Board oversee the risk management framework;
  • Review, in consultation with the external auditor, internal and external audit management letters to monitor management’s remedies to address deficiencies;
  • Review the company’s financial results;
  • Provide assistance and guidance to the Board with respect to the company’s bank and loan facilities and management remuneration;
  • Report to the Board on the adherence to internal accounting policies; and
  • Review corporate governance policies and any legal and regulatory compliance issues.

7.2 External Auditor

Following an external tender process in 2014 and a recommendation from the Audit Committee, the Board re-appointed Grant Thornton (SA) as the company’s external auditor.

  1. Governance Principle 5: Make Timely and Balanced Disclosure

The Board aims to keep shareholders informed about the company’s state of affairs and progress through the distribution of the Annual Report. The Annual Report is also available on the web site.

The company also sends all shareholders the half year interim and full year results reports together with a brief commentary. Any major developments or significant matters are communicated to shareholders as they arise on a timely basis.

  1. Governance Principle 6: Respect the Rights of Shareholders

The Annual General Meeting is the central forum by which companies can communicate with shareholders face to face. In addition the AGM also enables shareholders to participate in decision making.

The company’s Annual General Meeting is usually held in late November of each year. Shareholders are encouraged to attend and participate in the meeting. The CEO and the external auditors also attend the AGM and are available to answer questions as required.

The company has a website which has a dedicated section for shareholder related information and matters.

  1. Governance Principle 7: Recognise and Manage Risk

10.1 Policies for the Oversight and Management of Risk

The Board acknowledges that risk management is a core component of director and executive duties and an essential element of good governance.

The company utilises accounting controls and reconciliations, segregation of duties, documented policies and procedures, regular management reporting, annual budgeting as well as physical security over company assets as part of its internal control environment. Due to the small number of employees, the company is unable to segregate all duties and does not have a dedicated internal audit function. The annual review of internal controls is undertaken by the external auditor.

The Committee’s terms of reference includes risk. The Committee assists the Board oversee the risk management framework, including the determination of the scope and the maintenance of internal control procedures.

10.2 Material Business Risks

Material business risks are those with significant areas of uncertainty that could have an impact on company objectives.

SAPM’s property insurance underwriters undertake regular risk reviews of the company’s market operations. An extensive and independent review and tender process with respect to the Company’s insurances was conducted in 2015.

The Board recognises that modern organisations face a variety of risks including strategic, reputation, compliance, and technological, environmental, financial as well as operational risks. The Board constantly reviews these risks with the CEO with a view to establishing strategies to mitigate material risks.

10.3 Declaration by CEO and Finance Manager

The company has procedures for the CEO and the Finance Manager to provide assurances that the financial statements are founded on a sound system of risk management and internal control and that the system is operating effectively in all material aspects in relation to reporting financial risks.

  1. Governance Principle 8: Remunerate Fairly and Responsibly

11.1 Audit, Corporate Governance and Finance Committee

The Committee meets several times per year on a range of matters and is responsible for reviewing the CEO’s remuneration as well as making recommendations to the Board on fees for non-executive Directors. External advice and market data is sought assist it undertake this process.

11.2 CEO Remuneration

All aspects of the CEO’s remuneration package is fully documented and contained within an up to date employment contract. There is no equity component in the package and the company does not have an executive or employee share plan. Details of the CEO’s package can be found in the Remuneration Report in each years Annual Report.

11.3 Board Remuneration

The non-executive Board members of APML are remunerated by way of director fees and Committee attendance fees.

In accordance with the resolution of shareholders at the 2011 Annual General Meeting, the maximum aggregate amount of Directors’ fees that is permitted to be paid to the entire non-executive Directors is $360,000.

The non-executive Directors receive additional Committee attendance fees. Compulsory 9% Superannuation Guarantee Levy contributions are also paid.

Non-executive Directors may be reimbursed travel and sustenance expenses arising from Board related or company business.

Shareholder information

COMPANY CONSTITUTION

South Australian Produce Market (SAPM) is a public company limited by shares. A copy of the Company’s Constitution may be downloaded by clicking the link below.

DOWNLOAD CONSTITUTION

SHARE TRADING

As an unlisted public company, APML shares are not traded on the Australian Stock Exchange or any other share trading exchange system. To assist buyers and sellers with buying and selling Company shares, a register, known as the Share Transfer Introduction Register (STIR) has been established by the Company to facilitate these enquiries.

STIR provides a facility whereby parties who wish to buy or sell shares can contact each other. It is up to the parties concerned to negotiate the price, prepare any documents required for the transaction, attend to the matters required to finalise any sale and or transfer and lodge the required documents with APML’s authorised share registry service provider, David Garry & Associates.

Copies of the most recent Buyers & Sellers Register and Share Transaction Summary and the STIR Procedures & Rules can be downloaded by clicking on the links below:

SHARE TRANSFER INTRODUCTION REGISTER

SHARE TRANSACTION SUMMARY

STIR PROCEDURES & RULES

If you would like to register your interest as a potential Buyer or Seller on STIR, please download and complete either of the following forms:

SELLERS AUTHORISATION FORM

BUYERS AUTHORISATION FORM

In accordance with the Company’s Constitution a signed and witnessed original copy of the STANDARD TRANSFER FORM must be completed and sent to APML’s authorised share registry service provider, David Garry & Associates (whose details appear below), so as to enable the change of ownership to be put forward to the Company’s Board for formal approval and a new share certificate issued.

Please note that prior to 25 November 2013 the Company’s Constitution only permitted a transfer of shares to a person that came within the definition of one of the produce industry share classes namely, Grower, Wholesaler or Retailer, as defined in the Constitution. Since that time shares may be acquired by and transferred to non-produce industry shareholders, however there are certain limitations that are set out in detail in the Constitution. We provide a short summary below however interested parties should consider the detailed provisions set out in the Constitution and take their own advice on the interpretation of those provisions:

  • Non-industry shareholders’ shares in the Company are categorized as “Unclassified Shares”. As Unclassified Shares the holders of those shares are not permitted to vote in the election of any industry class directors to the Board of the Company however they are permitted to vote in the election of independent directors and with respect to other shareholder resolutions. The purpose of this limitation is to maintain South Australian fruit and vegetable industry control over the Company’s Board.
  • There is a 49% limit on the number shares in the Company that are in the Unclassified Shares category. That is, as a proportion of the total number of shares issued, the shares held by non-industry shareholders must not be permitted to exceed 49% (49% Unclassified Shares Cap). Accordingly, the Board will not approve any share transfer or transmission of shares in circumstances where the 49% Unclassified Shares Cap may be breached if the transfer or transmission was permitted. The purpose of the 49% cap is to maintain South Australian fruit and vegetable industry control over the Company.
  • There is a 15% limit on the number of shares in the Company that may be held by a shareholder either by a single shareholder or together with any associates of a shareholder. That is, as a proportion of the total number of shares issued, the shares held by a single shareholder in their own name or together with any shares held by the associates of any shareholder must not be permitted to exceed 15% (15% Cap). Accordingly, the Board will not approve any share transfer or transmission of shares in circumstances where the 15% Cap may be breached if the transfer or transmission was permitted. The purpose of the 15% Cap is to provide opportunities for all South Australian fruit and vegetable industry participants to own shares in the Company and to protect the Company from a corporate takeover.

IMPORTANT NOTE: The Board of Directors of the Company is entrusted with the duty of upholding the Constitution and is entitled to refuse to register a proposed share transfer if it forms the view that the proposed transfer is likely to offend the limitations noted above or other requirements of the Constitution. Accordingly, it is up to the parties to a proposed share transfer to ensure that any agreement for the sale and purchase of the Company’s shares complies with the requirements of the Constitution and is made conditional on the Board’s final approval and registration.

Instructions for Transferring Shares:

STEP 1 – UNDERSTANDING THE LIMITS ON THE TRANSFER OF SHARES

As noted above the Company’s Constitution imposes limits on the number of shares in the Company that any person, or group of associated persons, may hold. The provisions in the Constitution which set out the requirements of the 49% Unclassified Shares Cap and the 15% Cap are complex provisions. Existing and prospective shareholders are encouraged to seek legal advice and the Board’s views when contemplating a transfer of shares which may trigger the 49% Unclassified Shares Cap and or the 15% Cap or otherwise give rise to issues referred to here.

An application to transfer shares in the Company will only be considered by the Board if it is accompanied by an undertaking by the Buyer (also described as the Transferee), together with relevant Statutory Declarations which may be found by following this link.

The Board may refuse to register a transfer of shares for a number of reasons as set out in the Constitution. The Board may require the parties to a proposed share transfer to provide additional information and documents. The decision of the Board relating to the registration of a share transfer is absolute.

STEP 2 – GUIDE TO COMPLETION OF SHARE TRANSFER FORM

The following is a guide to the completion of the Share Transfer Form. The Share Transfer Form must be completed in full. Please refer to sample form available by following this link for classified shares or this link for unclassified shares.

Number of Shares: The actual number of shares in the Company being transferred (the “Transfer Shares”).

Class of Shares: The class of the Transfer Shares (that is, Grower Shares, Wholesaler Shares, Retailer Shares or Unclassified Shares).

Name of Seller: These details must match those on the Seller’s share certificate. All names must be stated.

Consideration: This is the amount (monetary or otherwise) paid by the Buyer for the Transfer Shares. If the Transfer Shares are being transferred for no payment or other consideration, the
reason for the transfer must be provided (e.g., deceased estate transmission, dissolution of partnership, transferring to beneficial owners, matrimonial property settlement, etc.).

Date of transfer: The date the share transfer form has been signed by both the Seller and the Buyer.

Name of Buyer: Full names must be provided. Note: up to 3 persons can be registered as joint holders. If the Buyer is a trust then the name of the trustee or trustees of the trust, whether they be
individuals or a company, must be clearly noted.

Declaration: The Buyer must declare, if applicable, whether the Buyer is a Grower, Wholesaler and/or Retailer. This can be done by the Buyer placing an “x” in one or more of the boxes provided. The Buyer, or if more than one, all Buyers, must sign the declaration in addition to the signature(s) required at the foot of the transfer form. This declaration is a statutory declaration made pursuant to the Oaths Act 1936 and the Act provides penalties for false declarations. The signature of the Buyer(s) must be witnessed by an authorized witness which includes a Justice of the Peace, Solicitor, Proclaimed Manager or Proclaimed member of the Police Force.

Classification: The Buyer must indicate the class or classes in which the shares being transferred are to be classified. Shares can only be classified in a class in which the Buyer is eligible. For example, shares purchased by a Grower can only be classified as Grower Shares. If the Buyer is both a Grower and a Wholesaler, the Buyer may nominate some of the Transfer Shares to be classified as Grower Shares and the balance of the Transfer Shares to be classified as Wholesaler Shares. If pursuant to the Constitution the Buyer does not qualify as a Grower, Wholesaler or Retailer then their shares will be Unclassified Shares.

Buyer’s Address: Only one address can be nominated. The most appropriate postal address should be provided, as this is where all correspondence will be forwarded. Seller’s Signature: All those named on the Seller’s share certificate must sign the transfer form.

Buyer’s Signature: All those named as Buyers must sign the transfer form.

STEP 3 – SUBMIT DOCUMENTS TO SHARE REGISTRY

The following documents must be sent to the Company’s authorised share registry service provider whose details are:

Share Registry:  David Garry & Associates
Address:              225 Fullarton Road, Eastwood, South Australia, 5063
Telephone:          1300 880 963
Fax:                      1300 880 953
Email:                  contact@davidgarry.com.au

The required documents following completion of step 2 are:

1. the relevant Share Transfer Undertaking;
2. the relevant Share Transfer Statutory Declarations; and
3. the Seller’s Share Certificate (Buyer must obtain this from the Seller).

Once these documents have been lodged with the Company’s authorised share registry then they will in turn be submitted to the APML Board for formal approval pursuant to the Constitution.

STEP 4 – COMPANY REVIEWS SUBMITTED DOCUMENTS

Subject to the Company’s Constitution and the procedures set out above being complied with, the Board will consider the documents supplied to it by the Buyer. If the Board is prepared to formally approve the transfer, the Board will authorise the Secretary to instruct the Company’s Share Registry to register the transfer of shares and issue a new share certificate.

SHARE RECLASSIFICATION

The Board has, in accordance with the Constitution, determined that any member wishing to reclassify shares from one class to another must submit the documents available by clicking here before any such reclassification can become effective. The Board will review such submitted documents and will not reclassify any shares unless it is satisfied that the reclassification will not bring about a breach of the provisions of the Constitution.

FURTHER INFORMATION ON SHARE TRANSFERS

For any further information with respect to any proposed share transfer or transmission of shares please direct your queries to the Company’s share registry service provider, David Garry & Associates whose details appear above.