MMH marsden maritime holdings limited

Ann: MEETING: MMH: Marsden Maritime Holdings Ltd - Notice of Meeting

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    • Release Date: 19/09/14 13:32
    • Summary: MEETING: MMH: Marsden Maritime Holdings Ltd - Notice of Meeting
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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
    				
 
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