Juliet Westcott · Chief Strategy Officer · Australia

Ready to test a board's long-lived decisions against the downturn

My contribution to a board

Three things set my contribution apart from that of a finance or legal director, and a board should know them before deciding whether it needs them.

The first is discipline on long-lived capital in a cyclical business. For eighteen years I have decided how much capacity one company should hold in a market that rises and falls by a third. I can help a board test a rebuild, an acquisition or a new line against a downturn, and set a walk-away price before a negotiation and hold it when the room moves.

The second is practical energy literacy. I have negotiated gas contracts that decided how long kilns would live and chosen a dryer design because of a grid-connection queue. Many boards now carry a decarbonisation commitment; fewer have a director who can read the contracts, connection studies and grant conditions that decide whether it is met.

The third is an operator's realism. I have run a P&L, closed an extrusion press and a kiln, and faced the people who lost their jobs. That makes me sceptical of papers that describe closures only as savings.

My limits matter as much. I am an engineer, not an accountant, and I would not offer myself as an audit committee's financial expert. I would fill the strategy, capital and energy rows of a board's skills matrix and rely on colleagues for the rest.

Judgement in practice

A builder's low price, tested before Wattlebrook signed

In 2023 Wattlebrook's board was asked to approve a fixed-price contract for 64 homes. The lowest tender came in 12 per cent below the next. Management recommended it; the saving would have funded six more homes. I asked for the builder's latest accounts, its payment record with subcontractors and the depth of its order book, because builder insolvencies were rising across our own customer base at Marrangal. The answers were thin: subcontractors were being paid at more than ninety days and the order book had been won on similar margins. The board chose the second tender. Early in 2024 the lowest bidder entered administration, leaving other clients with half-built homes. I now ask of every low price what it assumes about the counterparty's survival.

Voting for the joint venture against my employer's preference

In 2023 the plasterboard joint venture had cash to pay a A$40 million special dividend or to hold towards the Brisbane line. Marrangal's finance team preferred the dividend, because Marrangal's 60 per cent share would have helped fund the frame-and-truss acquisition we were then preparing. As a nominee director my duty was to the joint venture. Its line would be cheaper to fund from retained cash than from new borrowing, and Queensland was already short of board. I told Marrangal's CFO in advance that I would support retaining the cash, explained my reasons in writing to both shareholders, and the joint-venture board retained it. Marrangal funded Kurrawong from its own facilities instead. A nominated director still decides for the company in front of her, and should say so before the meeting.

Removing a growth claim from an investor presentation

Before our 2024 investor day, a draft slide translated the federal housing goal into a projected rise in Marrangal's volumes, without saying how unlikely the goal looked on current approvals. Two divisional heads supported it. I asked for it to be removed or shown beside our trough case, because a forward-looking statement presented without its basis could mislead investors and would be awkward to walk back. The managing director agreed, and the slide was replaced by a chart of approvals against the goal with our own central and trough cases. Analysts asked harder questions that day. Our results then tracked the central case, and nobody had to explain a number we had never believed. On a board I would test every forward-looking claim against the question of what its author actually expects.

My first year on a board

Before my first meeting I would ask for three things that most induction packs leave out: the last five years of capital approvals with their actual outcomes, the energy and raw-material contracts above a set threshold with their expiry dates, and the board's skills matrix, so that I know which gap I was asked to fill. I would walk the largest plant with its manager and ask to see where the energy goes.

In the first two quarters I would mostly listen. I would learn how the board divides work between its committees, which judgements recur at every meeting and what the company's own definition of a downturn is, if it has one. I would send management my questions in writing between meetings, so that answers arrive with evidence.

By the end of the year I would want to have contributed one piece of work properly, such as testing a major capital proposal against a downturn case, and I would ask the chair directly whether my questions had helped the board decide or merely lengthened its meetings. I would not seek to chair a committee until that conversation had happened.

Conflicts and their management

I would decline any board whose business competes with, buys from or sells to Marrangal, Hayatsu Gypsum or its affiliates. That rules out building products, residential construction, timber, aluminium and glass for buildings, and the gas and electricity retailers that supply our plants. So do the builders and distributors who buy from us. I would disclose my Marrangal shares and performance rights, my joint-venture directorship and my Wattlebrook role before any appointment was considered, and I would need the Marrangal board's consent.

Some conflicts would arise after appointment. A company might sign an energy contract with a retailer that also supplies Marrangal, or bid for a government programme in which Marrangal also competes. In those cases I would declare the interest at the meeting, leave the room for the discussion and the vote, and resign if the relationship became permanent rather than incidental. At Wattlebrook I already step out of any discussion of a builder or supplier that deals with Marrangal.

Time is a conflict too. Marrangal reports in February and August, and so do many listed companies. I would agree a year's meeting dates in advance and keep twenty-five days genuinely clear.

My independence statement

Whether I am independent of a particular company is a judgement for its board, made against its own policy and the ASX Corporate Governance Council's guidance on the interests and relationships that can impair independence. My part is to give that board a complete and accurate picture before it decides. I am a full-time executive of Marrangal and hold its shares and unvested performance rights. I serve on the board of Marrangal's plasterboard joint venture as a nominee of Marrangal, which is not an independent role, and on the board of Wattlebrook Community Housing as an unpaid non-executive. I would list every commercial link between a prospective company and those three organisations, however small, and accept the board's view if it concluded that any of them mattered.

Committee contribution

Chair and member readiness
Capacity	Committees
Ready to chair	Sustainability or energy-transition committee, after a year as a member
Ready to join	Risk Committee · Sustainability Committee · Investment or capital projects committee, where the board has one

Capacity and preferences

Time available: 25 days per year
Current directorships: 2
Sectors: Food and agricultural processing · Glass, paper and rigid packaging outside building products · Water and wastewater utilities · Ports, rail and bulk freight · Medical and scientific equipment manufacturing
Company type: ASX-listed industrial or manufacturing company with A$500 million to A$3 billion of revenue and no commercial relationship with Marrangal or Hayatsu, or a government-owned corporation in water or freight
Company stage: Facing a long-lived capital decision tied to energy, such as a furnace, kiln, boiler or plant rebuild, or reshaping its portfolio after a cycle

The seat I am pursuing

I am pursuing one non-executive directorship, either at an ASX-listed industrial or manufacturing company with A$500 million to A$3 billion of revenue or at a government-owned corporation in water or freight. The common thread is a business whose future depends on a few long-lived, energy-hungry assets and on decisions about them that will outlast the executives who take them: a food processor with boilers and cold stores, a packaging company with furnaces or paper machines outside the building market, a water utility with treatment plants to electrify, or a rail or port operator planning a fleet or terminal decision.

I would expect to join the Risk Committee and the Sustainability Committee, and, after a year, to chair the latter if the board wanted me to. I would be most useful to a board about to approve a major rebuild, an energy contract or a post-cycle portfolio change.

I would take only one such seat while I remain an executive. Marrangal and the company would both deserve more of my attention than a second seat would leave.

Board and committee exposure

Presented to the Board or a committee

Marrangal Building Products Limited

Board of directors: strategy days, the annual trough-case review, capital projects above A$25 million and every acquisition or disposal

July 2021–present

Presents management's strategic recommendations and transaction papers at board meetings; not a director of the company and holds no vote.

Reported to a committee

Marrangal Building Products Limited

Sustainability Committee of the board: energy contracting, emissions pathway and grid-connection planning

March 2022–present

Reports twice a year on gas and electricity contract cover, the emissions pathway and the connection register for each site.

Served as a director

Marrangal Hayatsu Plasterboard Pty Ltd

Board of the plasterboard joint venture, as one of three Marrangal nominees alongside two Hayatsu nominees

July 2021–present

Director in an executive capacity; approved the A$265 million Brisbane line 2 and its dryer design, and the joint venture's annual budgets and dividends.

Served as a director

Wattlebrook Community Housing Limited

Board of a fictional not-for-profit community housing provider with about 2,400 homes in Melbourne

March 2023–present

Non-executive director, unpaid; responsible with fellow directors for development contracts, asset maintenance and tenant safety.

Member of a committee

Wattlebrook Community Housing Limited

Audit and Risk Committee

March 2023–present

Member; reviews the builder-counterparty register, the maintenance provision and the risk appetite for new developments.

Governance learning and readiness

IICA Independent Directors’ Databank: Not yet registered

The IICA Independent Directors' Databank is kept in India for people seeking independent directorships of Indian companies. My board interests lie in Australia, where it has no role, so I have not registered, and I would consider doing so only if an Indian board approached me. Here I work from the duties directors owe under the Corporations Act 2001 and from the ASX Corporate Governance Council's Principles and Recommendations, against which listed companies report each year.

A twelve-month company directors' course for experienced executives, completed in 2023 with its written assessment
Non-executive director of Wattlebrook Community Housing since March 2023, including membership of its Audit and Risk Committee
Marrangal's nominee on the plasterboard joint-venture board since July 2021, with briefings from external lawyers on a nominee director's duties
Annual sessions with Marrangal's company secretary on continuous disclosure, directors' duties and the board's skills matrix