Viterra lays out governance plans for ABB

The details of the “scheme of arrangement” for the merger between grain handler Viterra and Australian grain firm ABB will go to ABB shareholders Sept. 9 for approval.

Regina-based Viterra, Canada’s largest grain company, said Thursday it has registered its scheme with the Australian Securities and Investments Commission and Australian Securities Exchange. The Federal Court of Australia has approved the Sept. 9 meeting.

If ABB shareholders vote to approve the scheme, the company plans to hold a separate meeting that day to vote on amending its constitution to remove a cap that currently blocks shareholders from owning a stake in ABB greater than 15 per cent.

In the six weeks between now and the shareholders’ meeting, a two-person executive committee made up of ABB’s acting chief operating officer Terry O’Connor and its chief financial officer Kingsley David will manage ABB, Viterra said.

That decision follows the announcement by managing director Michael Iwaniw that he’s retiring from ABB.

If the merger of ABB into Viterra wins approval, the company said it will name “a new leader with a deep perspective of the Australian marketplace” to lead the firm’s Australian, New Zealand and Southeast Asian operations.

That new leader, when named, would become a member of Viterra’s CEO Council, a group of senior Viterra executives tasked with developing business and strategic plans under the direction of Viterra CEO Mayo Schmidt.

More directors

Viterra also announced Thursday that if the ABB deal proceeds as planned, it will name four new directors to the Viterra board from ABB.

“The additions, which include two Australian growers, will expand the perspective of the Viterra board, ensuring that it has the benefit of the Australian experience in the development of the company’s future global direction,” Viterra said in a release Thursday.

A new deputy chairman position on Viterra’s board would also be filled by one of the ABB nominees.

“These appointments will facilitate significant Australian oversight and influence with respect to the strategic decision-making of the new company,” Viterra board chairman Thomas Birks said in the release.

Pending the merger’s approval, the four ABB appointees will be its board chairman Perry Gunner; South Australia farmers and ABB directors Max Venning and Paul Daniel; and ABB finance and audit committee chairman Kevin Osborn, who’s also deputy chairman of Bendigo and Adelaide Bank Ltd.

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