My contribution to a board
I would bring to a board the habits of someone who has spent most of a career as the smaller party in a negotiation and has learnt when to walk away. Many Australian food and agricultural exporters sell into concentrated retail at home and into export markets where trade policy can change faster than a season. I have worked on both: with the supermarket-owned liquor chains in Australia, with distributors across Asia, and through the closure and reopening of our largest export market. I can help a board decide which customers, markets and businesses it would accept losing, and set those limits before the pressure arrives.
I would also bring transaction experience from the management side: one acquisition and one major divestment taken from first paper to completion, with the trade-offs recorded. I know what a transaction paper tends to understate, usually stranded costs and the effect on suppliers and staff, because I have understated both and then had to deal with the consequences.
I am not an accountant, and I would not present myself as the financial expert on an Audit and Risk Committee. I read accounts carefully, I have reported to such a committee on concentration risk since 2024, and I would expect to contribute on strategic risk, market exposure and the assumptions behind forecasts. On judgements about the financial statements I would rely on members with accounting qualifications and say so.
Finally, I would bring a willingness to record disagreement. Tarrowin's board minuted our chief financial officer's dissent on the Riverland sale at my request, and I have asked for my own objections to be minuted when I lost an argument. A non-executive director who disagrees should say so in the room and in writing, and then either support the board's decision or explain why they cannot.
My first year on a board
My first year would be organised around one question: what does this company depend on that it does not control? Customers, export markets, a single supplier of packaging or water, a regulator's licence, a handful of growers. I would start by mapping those dependencies from the documents, reading three years of board papers and strategy reviews, the risk register and the Audit and Risk Committee's minutes, and then checking them against the sales ledger and the purchase ledger, where concentration shows up before it reaches a paper.
Then I would go and look. I would ask to visit a farm or factory, a distribution centre and, if the company exports, one overseas customer, with management's agreement and at the company's convenience. I would meet the external auditor and the head of internal audit without management present, and the company secretary early, because the company secretary usually knows where a board's papers fall short.
For the rest of the year I would contribute where my experience is direct, on concentration, portfolio choices and transactions, and stay quieter where it is not. At the end of it I would ask the chair for a frank assessment of my contribution and compare it with the board's own evaluation.
Conflicts and their management
Tarrowin comes first, and any conflict would be resolved in its favour or by my declining the seat. That rules out the boards of wine, beer, spirits or cider producers, liquor retailers and the supermarket groups that own them, any distributor or importer that handles our wine, our glass and packaging suppliers, and any company in which the Tarrow family has a significant interest. Before accepting, I would give the nominating board a full list of my Tarrowin shares, performance rights and subsidiary directorship, and I would ask the Tarrowin board for its consent in writing.
Some conflicts are less obvious. A food exporter selling into the same supermarket groups shares an interest with Tarrowin in how those retailers treat suppliers, and I would disclose that rather than assume it harmless. A company exporting to the same Asian markets might want my views on distributors I know through Tarrowin. I would not pass on anything I hold as a Tarrowin executive, and I would leave any discussion where my knowledge came from that role. If a commercial relationship with Tarrowin arose after I joined, I would declare it at the next meeting and offer to resign if it became material.
My independence statement
I am a full-time executive of Tarrowin and hold its shares and performance rights. I would accept a non-executive seat only where neither I nor Tarrowin has a commercial, family or financial relationship with the company that could affect my judgement or reasonably appear to. The ASX Corporate Governance Council's Principles and Recommendations describe relationships a board should weigh when it assesses a director's independence. I would disclose everything relevant to them and leave the assessment to the board concerned, which is where it belongs.
Judgement in practice
01A divestment paper that carried its own dissent
When the two Riverland bids arrived in 2023, I could have written a paper recommending the lower bid and summarising the objection in a line. Instead I asked our chief financial officer to write the case for the higher bid himself, and the board received both arguments on facing pages, with the bids, the conditions and the grower commitments set out in one table. The board chose the lower bid, and the CFO's dissent was minuted in full. Two years later, when an analyst asked why we had accepted A$14 million less, the chair could point to a record of exactly what the board had weighed. As a director I would ask management for the strongest counter-case written by the person who holds it, not paraphrased by the person who disagrees with it.
02A concentration limit set against live orders
In 2024 our former distributors in a reopened export market wanted wine worth about A$70 million in the first year, and two senior colleagues wanted to supply most of it. I proposed a limit of 20 per cent of export revenue for any single market and asked that it be written into the risk appetite statement rather than left in a strategy paper. The board approved it, accepting about A$28 million of declined orders and the loss of a distributor. The lesson I would take to another board is about timing. Limits on concentration are cheapest to agree when the market is quiet, and a director should ask where the company's concentrations lie before a large order makes the question awkward.
03Cellar-door closures taken to the board before they were announced
In 2021 our chief executive regarded the closure of four cellar doors as an operational matter, and in strict terms it was. I argued that the board should see it first, because two of the towns concerned had no other tasting room and the decision would be read as a statement about our commitment to those regions. The board asked for a consultation with the councils, which delayed one closure by six months and led us to sell that building to a local tourism cooperative rather than on the open market. The financial difference was small; the reputational difference was not. On a board I would ask management which apparently operational decisions will be read outside the company as decisions about its character.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | A strategy or investment committee, where the board has one, after a year as a director |
|---|
| Ready to join | Audit and Risk Committee · Sustainability Committee · Nomination Committee |
|---|
Board and committee exposure
Presented to the Board or a committee
Tarrowin Wines Limited
Board of directors: annual strategy review, acquisitions, divestments and the export concentration limit
July 2019–present
Presents the annual strategy review and every acquisition or divestment paper, including the 2023 Riverland sale; not a director of the company and holds no vote.
Reported to a committee
Tarrowin Wines Limited
Audit and Risk Committee: export-market concentration and distributor credit exposure
May 2024–present
Reports twice a year against the 20 per cent export-market limit in the risk appetite statement, including each market's trend and distributor credit.
Served as a director
Tarrowin Wines (UK) Limited
Board of the wholly owned UK distribution subsidiary
October 2019–present
Director in an executive capacity, approving the subsidiary's accounts, customer contracts and banking arrangements.
Member of a committee
Kelvedon Wine Exporters' Forum
Trade policy committee of an industry association
2021–2024
Unpaid member during the export closure; contributed analysis on market diversification and helped prepare the forum's submissions to government on export assistance.
Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 1
- Sectors
- Horticulture, seafood, grains and meat exporters · Branded food and non-alcoholic beverages · Grower-owned cooperatives · Regional tourism and hospitality
- Company type
- ASX-listed small or mid-cap company, or a large unlisted cooperative or family company, exporting from regional Australia, with no trading relationship with Tarrowin
- Company stage
- A business facing a choice between commodity volume and branded value, a dependence on one export market, or a divestment that will affect growers and regional communities
The seat I am pursuing
I am seeking one non-executive directorship at an ASX-listed small or mid-cap company, or a large unlisted cooperative or family company, that exports food or agricultural products from regional Australia: horticulture, seafood, grains, meat or a branded food business outside alcohol. I am drawn to companies facing the questions I have worked on, such as dependence on one export market, a commodity tier that may no longer earn its capital, or a domestic customer base concentrated in a few large retailers.
I would join the Audit and Risk Committee and would be useful on a sustainability committee where climate and water shape the business, as they do for every grower. If the board has a strategy or investment committee, I would hope to lead it after a year, once I understood the company. I can offer twenty-five days a year, including preparation and site visits, and I would not take a second seat while I remain an executive. I am not interested in an advisory board without a director's duties, and I am not looking for a seat that would simply add a name to an annual report.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is India's register for people who wish to be appointed as independent directors of Indian companies under the Companies Act 2013. It has no bearing on the boards in Australia that I am seeking to join, and I have not registered. If an Indian company ever approached me, I would first establish which of its requirements applied to that appointment before taking the conversation further.
- A company directors' course completed in 2023, covering directors' duties under the Corporations Act 2001, financial statements, risk oversight and board practice
- More than seven years presenting the annual strategy review and every acquisition or divestment paper to the Tarrowin board
- Twice-yearly reports since 2024 to Tarrowin's Audit and Risk Committee on export concentration and distributor credit
- Briefings from Tarrowin's general counsel on continuous disclosure under the ASX Listing Rules during the 2023 Riverland sale