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«® Ricegrowers’ Co-operative Limited trading as SunRice ABN 55 007 481 156 The rice growing family spans many generations TABLE OF CONTENTS Who We ...»

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Director and Chairman of Riviana Foods Pty Ltd. Director of Silica Resources Pty Ltd; SunRice Trading Pty Ltd; Hulltech Pty Ltd;

SunRice Australia Pty Ltd; Riviana (Australia) Pty Ltd; Sunarise Insurance Company Limited; Aqaba Processing Company Ltd;

Herto nv; and Sunshine Rice Inc. Member of the Rice Marketing Board. Member, RIRDC Rice Research & Development Committee.

Central Executive SunRice representative to the Ricegrowers’ Association of Australia Inc.

MARK ROBERTSON

MAICD Berriquin rice grower. Director since 1996. Deputy Chairman since 2001. Directors’ Committees: Chairman, Grower Services;

Member, Remuneration Committee; Member, Finance & Audit; Member Rice Industry Co-ordination Committee. Chairman and Director of Trukai Industries Limited. Director of Solomons Rice Company Limited, Hulltech Pty Ltd, Riviana (Australia) Pty Ltd; SunRice Australia Pty Ltd and SunRice Trading Pty Ltd.

28 BOARD OF DIRECTORS

GARY HELOU BE (Hons) MComm FAICD FAIM Director since 2003. Director, Riviana Foods Pty Ltd (Australia); Trukai Industries Limited (PNG); Solomons Rice Company Limited (Solomon Islands); Herto nv (Belgium); Aqaba Processing Company (Jordan); and Sunshine Rice Inc (USA) Member, Asia Society AustralAsia Centre; Council for Australian-Arab Relations; Australian Homegrown Limited.

BRUCE BARBER

FAICD Cert Ag Warrawidgee rice grower. Director since 1984. Directors’ Committees: Grower Services, Rice Industry Co-ordination.

Director of Rice Research Australia Pty Ltd; Stockfeed Manufacture and Distribution Pty Ltd; Trukai Industries Limited.

Chairman, Solomons Rice Company Limited. Chairman, Benerembah Irrigation District Environment Protection Trust.

Governor, District 9700 Rotary International. Chairman of Rotary Australia World Community Service Ltd.

NOEL GRAHAM FAICD Caldwell rice grower. Director since 2001. Directors’ Committees: Finance and Audit; Grower Services. Chairman, Rice Marketing Board RMB Representative to Ricegrowers’ Association of Australia Inc.

GRANT F LATTA AM

FAICD FAIM ASA/CPA AAMI MBA DipBus DipEng Director since 1999. Directors’ Committees: Chairman, Remuneration; and Member, Finance & Audit. Executive Chairman, GCMCorp Pty Ltd. Chairman, Optiscan Imaging Ltd. Chairman, Kailis and France Foods Pty Ltd. Chairman, Australian Convenience Foods Pty Ltd. Deputy Chairman, Vision Systems Ltd. Member, Australian Competition Tribunal. Retired as Chairman, Grains Research and Development Corporation (2002). Retired as Deputy Chairman, Export Finance and Insurance Corporation (EFIC) (2002). Past President, Australian Chamber of Manufacturers. Retired as Director of Australian Trade Commission, (Austrade) (2000). Retired from Food Science Australia and Australian Food Industry Science Centre (June, 2004). Former Executive Director, Lam Soon (Hong Kong) Ltd (resigned 2002). Former CEO, Camerlin Consortium (1995-1997). Former Managing Director, Pacific Brands Food Group (1991-1995).

NORM MCALLISTER

Dip App Sc Ag FAICD Murray Valley rice grower. Director since 1997. Directors’ Committees: Chairman, Finance & Audit; Rice Industry Co-ordination. Chairman & Director of Rice Research Australia Pty Ltd. Director, Riviana Foods Pty Ltd and Silica Resources Pty Ltd. Member, RIRDC Rice Research and Development Committee.

BRIAN VIAL BSc Dip Acct Moulamein rice grower. Director since 1993. Directors’ Committee: Grower Services. Member of the Rice Marketing Board.

ALAN WALSH GAICD Berriquin & Coleambally rice grower. Director since 2000. Directors' Committees: Grower Services, Rice Industry Co-ordination. Delegate to IREC. Director, Rice Research Australia Pty Ltd. Central Executive Delegate to Ricegrowers' Association of Australia. Secretary of Ricegrowers’ Association of Australia Inc (Deniliquin Branch).

29 CORPORATE MANAGEMENT TEAM

GARY HELOU BE (Hons) M Comm, FAICD, FAIM Chief Executive Officer Gary joined Ricegrowers’ Co-operative Limited in 1998 as General Manager, Marketing, and was appointed CEO in October 1999.

He has extensive experience in the food industry, including 10 years experience in Asia where he held Executive General Manager roles at Simplot, Indofood and Pacific Dunlop Limited.

Gary is Director of Riviana Foods Pty Ltd, Trukai Industries Limited, Solomons Rice Company Limited, Herto nv, Aqaba Processing Company Ltd and Sunshine Rice Inc.

He is also a member of the Council for Australian-Arab Relations, the Board of Patrons of Australian HomeGrown Limited and the Advisory Council of the Asia Society’s AustralAsia Centre.

CLAUDE CASSAR

CA F DipBus Studies (Acct) Chief Financial Officer Claude joined SunRice in 1999 as Chief Financial Officer. Claude is a Chartered Accountant and has worked in the UK, the US and Asia in a number of senior financial and management positions with multinationals such as Dun and Bradstreet, Young and Rubicam Australia, Dentsu Young and Rubicam Group Singapore, and Price Waterhouse Sydney.

MILTON BAZLEY

BAppSc, BBus, DipExMan General Manager, International Commodity and Trading Milton joined SunRice in 1994 as Regional Export Manager and became General Manager, International Commodity and Trading in





2002. He is responsible for sales to unbranded markets including Japan and Taiwan, as well as SunRice’s foreign rice trading operations. He is an experienced manager with over 17 years experience in bulk commodity-type sales, and has previously held marketing management roles with CSR Ltd.

Corporate Management Team

GRAHAM HARVEY

BAppSc, MBA General Manager, Operations Graham joined SunRice in 2000 as General Manager, Operations and is responsible for all grain handling, milling and packing operations. Graham is an experienced manager with 20 years in broad manufacturing and supply chain roles in the fast moving consumer goods (FMCG) and grain-related industries. His previous roles were in operations management at Goodman Fielder.

MIKE HEDDITCH

BSc Agr Dip Ed ACI General Manager, Grower Services Mike joined SunRice in 1999 as General Manager, Grower Services following a 13-year term as Executive Director of the Ricegrowers’ Association of Australia. Prior to his career in the rice industry, Mike worked with NSW Agriculture for fourteen years as a District Agronomist.

–  –  –

L-R Claude Cassar, Russell Heffernan, Graham Harvey, Gary Helou, Gayle Philpotts, David Keldie, Mike Hedditch, Milton Bazley

RUSSELL HEFFERNAN

AFAMI, AAIEx General Manager, International Marketing, Consumer Markets Russell joined SunRice in 1986 as a marketing professional. He has worked in the UK and the Middle East and has 30 years experience in international business encompassing grains, pulses, minerals and general trading.

DAVID KELDIE

BA General Manager, Sales and Marketing - Australia and New Zealand David joined SunRice in 2001 as National Sales Manager, Australasia. He took over the Domestic Business Unit as General Manager in January 2003 and is responsible for sales marketing, research and development and the Specialty Rice Food operations for the Australian and New Zealand markets. He has 17 years experience in the fast moving consumer goods (FMCG) industry. His last appointment was General Manager of the King Island Company.

GAYLE PHILPOTTS

BA, MBA, DBA General Manager, People and Culture Gayle joined SunRice in 2003 as General Manager, People and Culture and has 17 years experience in generalist human resources roles. Gayle has specific expertise in change management, performance management and HR strategy and processes, gained primarily in fast moving consumer goods (FMCG) industries. Her previous role was HR Director of George Weston Foods.

31 CORPORATE GOVERNANCE

The Board is responsible for the direction and stewardship of the Co-operative’s business and has the responsibility to challenge, evaluate and adopt the best strategic approach for the business. Furthermore, it ensures there is rigorous analysis and validation of the strategy process and the measurement of implementation effectiveness.

The Board is also responsible for the establishment and maintenance of appropriate governance structures, including audit and compliance, the identification and appointment of the Chief Executive Officer, remuneration and appointments of other senior executives and identification of the powers reserved for the Board and those delegated to management.

In its role, the Board seeks to promote a code of ethical behaviour within the Co-operative and in its relationship with stakeholders. The Board recognises the Co-operative’s legal and commercial obligations to all legitimate stakeholders. It is a clear objective of the Board to actively encourage and fairly review Board and management effectiveness.

The Board gains an understanding of the Co-operative’s businesses from regular reports, presentations and briefings from management on key issues and and from site visits to Co-operative operations.

Board Composition The Board’s composition is determined by the Rules of the Co-operative and has been established as four active member directors, three grower elected members of the Rice Marketing Board (who are also active members of Co-operative), and three external directors (one of which is currently filled by the CEO). This structure of 10 directors provides a mix of representation and skills that best serves the interests of members and the needs of the Co-operative in its globally competitive marketplace.

Particulars of each director’s Board meeting attendance for the past 12 months are included in the Finance Report.

Compensation arrangements Co-operative members determine directors’ remuneration arrangements. All necessary expenses incurred by directors in the business of the Co-operative are refunded to them. Directors’ remuneration details are included in Note 26 to the financial statements.

Independent professional advice The Board’s policy is to enable directors to seek independent professional advice at the Co-operative’s expense, after first discussing such intentions with the Chairman. The Chairman determines if the estimated cost is reasonable, but without impeding the seeking of advice. In the case of Chairman-related issues, reference is made to the Deputy Chairman.

The Remuneration Committee The Remuneration Committee comprises the Chairman and two directors. The Committee meets regularly throughout the year to review and make recommendations to the Board on remuneration, incentive schemes and related matters to recognise and reward employee performance.

Nominations Committee A Board Nominations Committee has been established to assist in the identification of potential Board candidates and advise on programmes for the education and development of new and existing Board members. This Committee is chaired by a person independent of the Co-operative.

Finance and Audit Committee The Finance and Audit Committee, comprising five directors, oversees the Co-operative’s financial reporting and internal control systems, including compliance with the relevant legislation and the implementation of appropriate risk management strategies. The Chief Executive Officer, the Chief Financial Officer, the Internal Audit Manager and the representatives of the External Auditor are invited to attend the meetings.

The conduct, objectives and proceedings of this Committee are governed by a Charter approved by the Board. The Committee meets regularly with the internal and external auditors to review the scope and adequacy of their work and to consider the implementation of recommendations from the audit processes.

The Committee reviews and advises the Board on financial information, including statutory accounts prior to the Board approving the release of the information to members and regulatory bodies.

Auditors and the provision of non-audit services The Board has resolved that it is appropriate for the audit firm to provide ongoing taxation compliance and advisory services in addition to its normal audit function. However, as a broad guideline it is considered inappropriate for the audit firm to be involved in any assignment which would impair its professional independence.

A comprehensive policy dealing with this area is in place and approved by the Board. Adherence to the policy is closely monitored by the Finance and Audit Committee.

Grower Services Committee The Grower Services Committee comprises five directors. The Committee focuses on the relationship between the Co-operative and its growers and aims to strengthen that relationship by providing appropriate services and information. The Committee is governed by a charter approved by the Board, which includes reviewing policies to improve on-farm production of rice, payment schemes to shareholders, communication with growers and developments in rice research.

Risk Management The Board recognises the wide spectrum of risk the Co-operative faces in its daily operations. To manage these risks, designated management functions including treasury, taxation, human resources, information technology and internal audit, work closely with operational and executive management to identify and manage business risk. The formal recognition of risk is a fundamental part of the management process. The Co-operative has implemented insurance arrangements and constantly evaluates the economic balance between self-insurance of risks and risk transfer.

Internal Controls The Co-operative has established a well-documented system of internal controls that take account of key business exposures. The system is designed to provide reasonable assurance that assets are safeguarded, proper accounting records are maintained and financial information is timely and reliable.

The internal audit function plays a key role in providing an objective and continuing assessment of the effectiveness of the Co-operative’s internal control systems. It ensures information is reliable and has integrity, operations are efficient and effective and policies and regulations are adhered to. The Internal Audit Manager has direct access to the Finance and Audit Committee and to the Board.



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