Ann: Notice of Annual General Meeting/Proxy Form, page-34

Quentin Digby, a Freehills partner, says shareholders who push for a board seat can overestimate the benefits. "Quite often, gaining a board seat provides the shareholder with relatively limited power and influence, and certainly less than anticipated," says Digby.

"A board seat is not the golden prize some substantial shareholders seem to think it is. The reality is, management runs the business, not the board. For example, if a cornerstone shareholder wants to influence and control the company’s direction, it can’t really do that just through one or two directors on the board. In practice, his or her influence is more effective where it involves direct two-way engagement and support at the management level. A management (of the shareholder) to management (of the company) relationship has many advantages because often key issues are best ‘influenced’ well before they reach the board level. And unlike directors, a shareholder does not owe a fiduciary duty to put the company’s interest first."

Digby adds: "In some situations, gaining a board seat can also be counter-productive. The shareholder’s nominated director is bound by director’s duties and must prefer the company’s interests over the shareholder’s. Any information received as a director will be confidential to the company and cannot be used for the shareholder’s benefit. If the director is an executive of the shareholder and receives price-sensitive confidential information, that then may preclude the shareholder from being able to buy or sell any shares in the company."

https://www.aicd.com.au/leadership/types/business-leaders/taking-a-shareholder-onboard.html