- Release Date: 19/09/14 13:32
- Summary: MEETING: MMH: Marsden Maritime Holdings Ltd - Notice of Meeting
- Price Sensitive: No
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MMH 19/09/2014 13:32 MEETING REL: 1332 HRS Marsden Maritime Holdings Limited (NS) MEETING: MMH: Marsden Maritime Holdings Ltd - Notice of Meeting The Annual General Meeting of Marsden Maritime Holdings Ltd will be held in the Cafler Suite, Forum North Performance, Conference and Expo Centre, Rust Avenue, Whangarei on Friday, 17 October 2014 at 11.00am. ORDINARY BUSINESS 1. Chairman's and Chief Executive's Reports To receive reports from the Chairman and the Chief Executive in respect of the year ended 30 June 2014, including consideration of the financial statements and the audit report. 2. Re-election and Election of Directors Pursuant to NZSX Listing Rule 3.3.11 and regulation 7.8 of the Constitution of the Company, Mr Ross Blackmore and Ms Elena Trout retire by rotation. Mr Blackmore is not seeking re-election. Ms Trout offers herself for re-election. Mr Mark Bogle has been nominated as a Director. Accordingly the following separate ordinary resolutions are proposed requiring a simple majority of votes by those shareholders entitled to vote and voting: Resolution 1: That Ms Elena Trout be re-elected as a Director of Marsden Maritime Holdings Limited. Resolution 2: That Mr Mark Bogle be elected as a Director of Marsden Maritime Holdings Limited. For further details on the election of Directors, including profiles of Ms Trout and Mr Bogle, see the Explanatory Notes (below). GENERAL BUSINESS To consider any other matter that may be properly be brought before the meeting. Tea and coffee will be available after the meeting. By order of the Board Gavin Carroll COMPANY SECRETARY 19 September 2014 PROXIES All shareholders are entitled to attend the meeting and may appoint a proxy who need not be a shareholder of the Company to attend and,on a poll,vote in their stead. You may appoint the "Chairman of the Meeting" as your proxy. A proxy form accompanies this Notice of Meeting. The Chairman intends to vote undirected proxies (where the Chairman has been appropriately authorised) in favour of Resolutions 1 and 2. Pursuant to section 125 Companies Act 1993, the Board has determined that for the purposes of voting at the Annual Meeting, only those registered shareholders of the Company at 5.00pm on Tuesday 14 October 2014, may do so. Pursuant to section 19 of the Port Companies Act 1988 and section 14 of the Public Audit Act 2001, the Auditor-General is the Auditor of the Company. EXPLANATORY NOTES 1. Under clause 7.8 of the Constitution and NZX Listing Rule 3.3.11, one-third of the Directors or, if their number is not a multiple of three, then the number nearest to one-third, shall retire from office at the Annual Meeting each year and are eligible for re-election at that meeting. The Directors to retire are those of the Directors who have been longest in office since their last election. 2. The directors retiring by rotation at the 2014 Annual Meeting are Mr Ross Blackmore and Ms Elena Trout. Ms Elena Trout offers herself for re-election and is eligible without further nomination. Mr Blackmore does not offer himself for re-election. 3. Pursuant to NZX Listing Rule 3.3.5, the Company issued a notice on 7 July 2014 advising a closing date for director nominations of 5 September 2014. Mr Mark Bogle has been nominated as a Director. 4. If elected, the Board considers that Mr Bogle would qualify as an Independent Director under NZX Listing Rule 3.3.2. 5. Candidate profiles for Ms Trout and Mr Bogle are set out below. 6. As previously advised, Mr Colin Mitten will be retiring from the Board effective 17 October 2014. As a consequence of the retirements of Messrs Blackmore and Mitten, and assuming the foregoing proposed appointments of Ms Trout and Mr Bogle are made, the number of directors on the Board will reduce to six. As required by section 6(1)(a) of the Port Companies Act 1988 the Company, being a designated port company, shall have no fewer than six directors. CANDIDATE PROFILES MARK BOGLE Mark Bogle of Whangarei is a qualified Accountant and is a member of the New Zealand Institute of Chartered Accountants. He also has a Master of Public Policy degree. Mark has a background in corporate governance, audit, finance and commerce and has energy and forestry sector experience at Executive or Director level. Mark has recently been appointed as Resource and Development Manager for Habitat for Humanity in Northland. If elected, the Board considers that Mr Bogle would qualify as an Independent Director under NZX Listing Rule 3.3.2. ELENA TROUT Ms Trout is a professional civil engineer with an IPENZ membership status of Fellow and holds a Masters of Civil Engineering degree from Canterbury University. She has held a number of executive positions in the transport, infrastructure and energy sectors and has over 30 years of experience in the management planning and delivery of large projects. Ms Trout is currently a member of the Electricity Authority, a member of the Electricity Efficiency and Conservation Authority, Vice President of the Institution of Professional Engineers NZ, Advisory Board Chair for Eco Stock Supplies Ltd, Director of Harrison Grierson Holdings Ltd and former Director of Transpower NZ Ltd. Ms Trout joined the Board in 2011 and is considered to be an Independent Director. End CA:00255459 For:MMH Type:MEETING Time:2014-09-19 13:32:16
Ann: MEETING: MMH: Marsden Maritime Holdings Ltd - Notice of Meeting
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