Experience

Emerald Grain Pty Ltd

• General Counsel and Company Secretary

  • 2011 - Present

  Company: Emerald is an emerging grain trader and grain storage business based in Melbourne with offices around Australia and ownership interests in grain terminals at port of Melbourne and Port Kembla. It is now 100% owned by Sumitomo Corporation of Japan. Roles: Provision of legal advice to Emerald’s operating divisions, review and drafting of contracts, disputes management, acquisitions, corporate governance advice, stakeholder management, compliance. Achievements: • Legal management of acquisition of Australian Bulk Alliance. The acquisition entailed the raising of $40m of institutional preference share funding in addition to the re-negotiation of conventional bank finance • Coordination of friendly sale of company to Sumitomo, including data room oversight • Establishment of exempt share market including drafting of rules • Design of complex contract matrix and drafting of document suite for establishment of joint venture • Successful prosecution of Federal Court action to defend the trade mark “Emerald” in grain markets Show less



Viterra Ltd

• United Kingdom
• 1 - 100 Employee

• Director Legal, Government Relations & Sustainability

  • 2009 - Mar 2010

  Company: Viterra Inc. acquired ABB Grain in late 2009 via a $1.6b scheme of arrangement. Viterra was subsequently acquired by Glencore. Management level: Functional reporting to Vice President Legal in Canada and regional reporting to President South East Asia. Five reports. Member of Australia and NZ Executive Leadership Team. Roles: Managed the provision of legal services to the Australian, New Zealand and Singapore operations. Managed Viterra’s relations with Australian and NZ governments. Managed Viterra’s CDI program with ASX. Managed Viterra’s sustainability program in Australia & NZ. Legal role encompassed wide regional general counsel functions including drafting and review of contracts, management of intellectual property, compliance, trade practices and dispute resolution. Management of external legal resources. Achievements: • Grant of a wheat exporting license to Viterra following negotiation with and acceptance by ACCC of a voluntary undertaking on port access. These milestones ensured Viterra’s participation in the valuable wheat export market on terms that allowed Viterra to structure its acquisition and operate its business model in Australia as planned. • Successful negotiation with Wheat Exports Australia (WEA) to remove an onerous condition of the export license which would have invested WEA with extraordinary supervisory power over Viterra. Continuation of the condition would have severely restricted Viterra’s competitive positioning. • Successfully challenged Viterra’s Canadian advice that annual reports needed to be issued to Australian CDI holders. By adopting an “opt-in” approach Viterra will save approx $1m over the medium term. • Successful management of major arbitration re claim against Viterra by Outer Harbor bin contractor for unlawful termination of construction contract. Show less



ABB Grain Ltd

• General Counsel & Company Secretary

  • 2004 - 2009

  Company: ABB (prior to takeover by Viterra) was a public listed company with a market cap in excess of $1 billion and turnover in excess of $2 billion. Its core businesses were bulk commodity storage and logistics, commodity marketing and malting. 900 FTE employees with national operations, international offices and a national and international customer base. Management level: Direct report to the Managing Director. Member of Executive Leadership Team. Four reports. Roles: Adviser to the Chairman and Board. Attendance at all board and relevant board committee meetings, provision of legal advice to the Chairman and establishment of corporate governance practices, general compliance and risk management frameworks. Regulatory liaison (ASX, ASIC, ACCC, AUSTRAC, WEA). Legal services including contract drafting, contract negotiation, litigation management (including customer claims and product liability), legal compliance education, due diligence on acquisitions, IP management, property and infrastructure advice. Advice provided across a range of divisions including marketing, infrastructure operations, IT, HR, malt manufacture and rural supplies. Achievements: • Awarded 2007 Australian ‘Corporate Governance Professional of the Year with a company other than an ASX 100 Company’ by Chartered Secretaries Australia (“CSA”) based on work in developing a corporate governance framework for ABB. • Successful management of transition from dual class of shares to a single class of shares and associated corporate governance issues. This change allowed ABB to successfully raise $198m from the market to shore up its balance sheet, a critical corporate action in the face of the global financial crisis. • Successful management of legal requirements for merger of ABB and AusBulk via scheme of arrangement. All court and shareholder approvals were obtained in accordance with the merger schedule. Coordination of legal requirements for divestment to Viterra. . Show less



Ausbulk Ltd

• General Counsel & Company Secretary

  • 2000 - 2004

  Company: AusBulk, prior to its merger with ABB Grain Ltd in September 2004, was a public unlisted company with businesses in grain storage and logistics, grain marketing and malting. Turnover $500 million and 550 employees (FTE). Management Level: Direct report to Managing Director. Member of Executive Committee. Two reports. Roles: Adviser to the Chairman and Board. Company Secretarial duties include attendance at board and board committee meetings, provision of legal advice to the Chairman and establishment of corporate governance practices, general compliance and risk management frameworks. Head of internal audit. Legal services including contract drafting, contract negotiation, litigation management, documentary review and legal compliance education. Oversight of insurance program. Achievements: • Management of legal requirements for successful demutualisation of AusBulk on schedule and on budget. • Successful management of mediation of $200m commercial dispute with ABB Grain Ltd. A mutual settlement was achieved. • Successful management of contractual and trade practices regulatory issues arising from paradigm shift in relationship model between the company, growers and statutory marketers. Resulted in greater independence for AusBulk and improved supplier/customer relationships. • Led the introduction of industry-based National Grower Register (NGR) delivery card for Australian growers and was appointed the inaugural Chair of NGR. • Compilation and introduction of Board Code of Conduct, Company Code of Business Conduct and other governance initiatives which set the company up for a public listing on the ASX. • Introduction of Australian Financial Services compliance system allowing AusBulk to sell complex derivative products to growers. • Legal management of takeover of public listed company Joe White Malting Ltd. No issues emerged post takeover that were not identified in due diligence. Show less



Hillstowe Systems Pty Ltd

• Director and Principal

  • 1998 - 2000

  Company: Management consultancy company. Roles: Consulted to various clients including Nippy’s (industry adviser on fruit juice contamination incident), ETSA Utilities (content author for annual report) and ASX-listed internet marketer Aboriginal Holdings Ltd (acted as part- time company secretary, legal counsel and HR manager). Company: Management consultancy company. Roles: Consulted to various clients including Nippy’s (industry adviser on fruit juice contamination incident), ETSA Utilities (content author for annual report) and ASX-listed internet marketer Aboriginal Holdings Ltd (acted as part- time company secretary, legal counsel and HR manager).



Berri Ltd

• Retail Office Equipment

• Director, Legal & Public Relations

  • 1994 - 1998

  Company: Berri Ltd was an unlisted public company in the FMCG sector, originally formed by Riverland fruit cooperatives and subsequently acquired by National Foods/San Miguel/ Kirin. It was Australia’s largest fruit juice processor (with plants in most states) and a national marketer of non alcoholic beverages (fruit juice, water, sports drinks, long life milk etc…). Turnover in excess of $700 million and 450 employees (FTE) with national and international operations. Management Level: Direct report to Managing Director, member of Executive Leadership Team. Three reports. Roles: Legal, company secretarial and public relations. Legal role included drafting/reviewing and management of major grower, supplier and customer contracts, responsibility for compliance of product labeling with food standards and trade practices requirements, management of significant portfolio of trademarks, international trade disputes, distributor contracts. Management of product liability claims. Management of insurance programme. Berri’s representative on industry bodies Food Council of Australia and Fruit Juice Association of Australia. Liaison with ACCC and FSANZ on labeling matters. Establishment and management of customer care hot line and customer complaint system. Show less



Other Academic

• Various

  • 1990 - 1990

  2014 : • Co-presenter: Chartered Secretaries Australia semi-annual Adelaide workshop: The Accidental Company Secretary (2004 to date) 2012 Article: National Grower Register turns 10 years old Australian Farm Journal 1 March 2012 2010 : • Presenter at seminars on Corporate Governance in Records Management and OH&S Compliance for CSA 2007: • Presenter: Annual Governance Masterclass CSA Melbourne, Sydney 2007: • Presenter: Business Savvy In-House Counsel Marcus Evans Conference Sydney 2006: • Article: Access Deeds –who goes there? Keeping Good Companies CSA Show less