Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FORM 990 | FORM 990, PART IV, LINE 5 | MLA'S DUES-PAYING MEMBERS ARE REQUIRED TO BE AUSTRALIAN MEAT PRODUCERS, AND ARE NOT US PERSONS OR US TAXPAYERS. AS A RESULT, MEMBERS DO NOT DEDUCT ANY PORTION OF THEIR MLA DUES FOR US INCOME TAX PURPOSES. FOR THIS REASON, MLA IS RELYING ON IRC SEC. 6033(E)(3) WHICH PROVIDES AN EXCEPTION TO THE NOTICE AND PROXY TAX PROVISIONS WHERE THE ORGANIZATION ESTABLISHES THAT SUBSTANTIALLY ALL OF THE DUES ARE NOT DEDUCTIBLE WITHOUT REGARD TO SECTION 162(E). FORM 990, PART IV, LINE 14A MEAT & LIVESTOCK AUSTRALIA LTD PARENT IS LOCATED IN AUSTRALIA. THE ENTITY FILING THIS FORM 990 IS AN EXEMPT DIVISION LOCATED IN WASHINGTON DC. FORM 990, PART VI, LINE 6 AND LINE 7A MLA HAS TWO CLASSES OF MEMBERS: PRODUCERS AND PEAK COUNCILS. PRODUCERS: A PERSON IS ELIGIBLE FOR MEMBERSHIP AS A PRODUCER IF SUCH PERSON IS A PRODUCER OF LIVESTOCK AND PAYS LEVIES DURING THE FINANCIAL YEAR IN WHICH THE PERSON APPLIES FOR MEMBERSHIP OR DURING ONE OR MORE OF THE TWO PRECEDING YEARS. THERE ARE FOUR CLASSES OF LIVESTOCK PRODUCERS ELIGIBLE TO BE PRODUCERS: (A) CATTLE PRODUCERS - PRODUCERS OF CATTLE; (B) LOT FEEDERS - PRODUCERS OF GRAIN-FED CATTLE; (C) SHEEP PRODUCERS - PRODUCERS OF SHEEP; AND (D) GOAT PRODUCERS - PRODUCERS OF GOATS. THESE FOUR PRODUCER CLASSES CORRESPOND TO THE FOUR DIFFERENT CLASSES OF LEVIES IMPOSED ON LIVESTOCK BY THE AUSTRALIAN GOVERNMENT. A MEMBER MAY BELONG TO MORE THAN ONE CLASS OF PRODUCERS. MLA'S ARTICLES OF ASSOCIATION RECOGNIZE THREE DIFFERENT VOTING RIGHTS FOR PRODUCERS: 1. THE RIGHT, AS A MEMBER OF EACH CLASS OF PRODUCERS TO WHICH THE PRODUCER BELONGS, TO VOTE ON THE ELECTION OF A MEMBER TO MLA'S SELECTION COMMITTEE (E.G., THE COMMITTEE THAT NOMINATES MEMBERS TO MLA'S BOARD OF DIRECTORS); 2. THE RIGHT, AS A MEMBER OF EACH CLASS OF PRODUCERS TO WHICH THE PRODUCER BELONGS, TO VOTE ON RESOLUTIONS AFFECTING THE RATE OF LEVIES IMPOSED ON THAT CLASS OF PRODUCERS; AND 3. THE RIGHT TO VOTE ON ALL OTHER MATTERS ARISING AT A GENERAL MEETING AFTER MLA'S INITIAL YEAR OF OPERATIONS (WHICH ENDED JUNE 30, 1999). AS SET FORTH IN SECTION 2.6 OF MLA'S ARTICLES OF ASSOCIATION, WITH RESPECT TO THE FIRST TWO VOTING RIGHTS SET FORTH ABOVE, THE NUMBER OF A PRODUCER'S VOTES IS ROUGHLY PROPORTIONAL TO THE AMOUNT OF LEVIES PAID BY SUCH PRODUCER DURING THE PREVIOUS YEAR. WITH RESPECT TO ALL OTHER MATTERS BEFORE MLA, EACH PRODUCER HAS ONE VOTE. PEAK COUNCIL: AN ENTITY IS ELIGIBLE FOR MEMBERSHIP AS A PEAK COUNCIL IF IT IS (1) AN INDUSTRY BODY RECOGNIZED UNDER SECTION 59 OF THE AUSTRALIAN MEAT AND LIVE-STOCK INDUSTRY ACT 1997, (2) DECLARED BY THE AUSTRALIAN MINISTER FOR PRIMARY INDUSTRIES AND ENERGY TO BE A BODY WHOSE RECOMMENDATIONS REGARDING THE AMOUNT OF TRANSACTION LEVIES ARE TAKEN INTO CONSIDERATION, AND (3) A SIGNATORY TO THE MEMORANDUM OF UNDERSTANDING IN RELATION TO THE AUSTRALIAN MEAT AND LIVESTOCK INDUSTRY ENTERED INTO WITH THE COMMONWEALTH OF AUSTRALIA ON APRIL 27, 1998, AS AMENDED FROM TIME TO TIME. MLA'S ARTICLES OF ASSOCIATION RECOGNIZE THE FOLLOWING VOTING RIGHTS FOR PEAK COUNCILS: 1. THE RIGHT TO VOTE ON ALL OTHER MATTERS ARISING AT A GENERAL MEETING DURING MLA'S INITIAL YEAR OF OPERATIONS (WHICH ENDED JUNE 30, 1999); AND 2. EXCEPT IN THE CASE OF THE GOAT INDUSTRY COUNCIL OF AUSTRALIA, THE RIGHT TO APPOINT A MEMBER TO THE SELECTION COMMITTEE. THERE ARE FOUR PEAK COUNCIL MEMBERS RECOGNIZED IN MLA'S ARTICLES OF ASSOCIATION, CORRESPONDING TO THE FOUR INDUSTRY CATEGORIES OF PRODUCERS. THEY ARE CATTLE COUNCIL OF AUSTRALIA, AUSTRALIAN LOT FEEDERS' ASSOCIATION, SHEEPMEAT COUNCIL OF AUSTRALIA, INC., AND GOAT INDUSTRY COUNCIL OF AUSTRALIA. FORM 990, PART VI, LINE 12C EACH DIRECTOR PROVIDES INFORMATION ABOUT THEIR BUSINESS AND OTHER INTERESTS TO THE BOARD AT THE TIME OF THEIR APPOINTMENT. THIS INFORMATION IS REGULARLY UPDATED. THE COMPANY MAINTAINS A STANDING NOTICE OF DIRECTOR INTERESTS WHICH IT DISTRIBUTES WITH BOARD PAPERS FOR EACH CHANGE. IN ACCORDANCE WITH THE CORPORATIONS ACT, A DIRECTOR WITH A MATERIAL PERSONAL INTEREST IN A MATTER IS PREVENTED FROM BEING PRESENT DURING DISCUSSION OR VOTING ON THE MATTER AT A BOARD MEETING, UNLESS THE BOARD RESOLVES OTHERWISE. OFFICERS AND EMPLOYEES OF MLA ARE SUBJECT TO THE CODE OF CONDUCT. AT 12-18MONTH INTERVALS, ALL OFFICERS AND EMPLOYEES ARE REQUIRED TO AGAIN REVIEW THE CODE OF CONDUCT AND CONFIRM THEY HAVE DONE THIS. AT ALL TIMES OFFICERS AND EMPLOYEES ARE OBLIGED TO NOTIFY MLA OF ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AS WELL AS ANY BREACHES OF MLA POLICY. AT THE TIME OF THIS AUDIT OFFICERS AND EMPLOYEES ARE SPECIFICALLY PROMPTED TO NOTIFY MLA OF ANY SUCH CONFLICTS OR KNOWN BREACHES OF POLICY. RECORDS ARE KEPT TO ENSURE THAT RESPONSES FROM ALL MLA OFFICERS AND EMPLOYEES ARE RECEIVED. ACKNOWLEDGEMENT AND ADHERENCE TO THE CODE OF CONDUCT IS A CONDITION OF EMPLOYMENT AT MLA. FORM 990, PART VI, LINE 15A ONE OF THREE BOARD COMMITTEES IS THE REMUNERATION COMMITTEE. AS WITH OTHER BOARD COMMITTEES, THE REMUNERATION COMMITTEE IS COMPRISED SOLELY OF NON-EXECUTIVE DIRECTORS, WITH MANAGEMENT ATTENDING COMMITTEE MEETINGS BY INVITATION ONLY. THE ROLE OF THE REMUNERATION COMMITTEE IS SET OUT IN THE COMMITTEE CHARTER, WHICH IS REGULARLY REVIEWED. THE REMUNERATION COMMITTEE OVERSEES REMUNERATION PRACTICES ACROSS THE COMPANY. THE COMMITTEE REVIEWS THE POLICIES AND SYSTEMS IN PLACE FOR MANAGING REMUNERATION TO ENSURE THEY ARE APPROPRIATE AND CONSISTENT WITH COMPANY OBJECTIVES. IN RELATION TO THE MANAGING DIRECTORS COMPENSATION, THE REMUNERATION COMMITTEE SEEKS ADVICE FROM EXTERNAL INDEPENDENT REMUNERATION CONSULTING ORGANIZATIONS. CONSIDERATION IS GIVEN TO AGGREGATED DATA RECEIVED FROM THE ANALYSIS OF COMPANIES WITH COMPARABLE ANNUAL REVENUES, OPERATING PROFIT AND NET ASSETS TO MLA TOGETHER WITH MARKET CONDITIONS AND THE NEED TO ATTRACT/RETAIN A HIGH QUALITY MANAGING DIRECTOR OF MLA. ONCE THIS PROCESS IS COMPLETED THE REMUNERATION COMMITTEE MAKES RECOMMENDATIONS TO THE BOARD FOR THE REMUNERATION PACKAGE OF THE MANAGING DIRECTOR. FORM 990, PART VI, LINE 15B THE RESPONSIBILITIES OF THE REMUNERATION COMMITTEE INCLUDE THE REVIEW OF: - EXTERNAL SURVEY DATA FOR BENCHMARKING PURPOSES - PROCESSES AND GUIDELINES FOR ANNUAL STAFF REMUNERATION REVIEWS AND MAKING RECOMMENDATIONS TO THE BOARD ACCORDINGLY - REMUNERATION PACKAGES FOR THE GENERAL MANAGERS AND OTHER EXECUTIVES NOMINATED BY THE COMMITTEE, IN CONSULTATION WITH THE MANAGING DIRECTOR - ANY BONUS OR SPECIAL INCENTIVE PLANS AND MAKING RECOMMENDATIONS TO THE BOARD IN THIS REGARD - COMPANY POLICIES RELEVANT TO ANY HUMAN RESOURCE ISSUES AND ACTIVITIES THAT IMPACT ON REMUNERATION AND COMPENSATION DURING 2008 THE REMUNERATION COMMITTEE HAD OVERSIGHT OF THE MLA COLLECTIVE AGREEMENT 2008-2011. FORM 990, PART VI, LINE 19 MLA ESTABLISHED OUR CORPORATE GOVERNANCE FRAMEWORK TO ENSURE WE ARE ACCOUNTABLE TO STAKEHOLDERS AND MAINTAIN STAKEHOLDER CONFIDENCE. OUR FRAMEWORK REFLECTS OUR EFFORTS TO ENSURE THAT OUR VALUES UNDERPIN THE WAY IN WHICH WE OPERATE AND BEHAVE. IN DEVELOPING AND IMPLEMENTING OUR CORPORATE GOVERNANCE PRACTICES WE HAVE HAD REGARD TO THE AUSTRALIAN SECURITIES EXCHANGE CORPORATE GOVERNANCE COUNCIL'S CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS (2ND EDITION). DOCUMENTS AND POLICIES (INCLUDING CONFLICT OF INTERESTS POLICY) RELEVANT TO OUR CORPORATE GOVERNANCE FRAMEWORK ARE FOUND IN THE CORPORATE GOVERNANCE SECTION OF OUR WEBSITE - WWW.MLA.COM.AU. IN ADDITION TO THE CORPORATE GOVERNANCE DOCUMENTS AND POLICIES ON THE WEBSITE, EACH YEAR MLA PUBLISHES ITS ANNUAL REPORT ON ITS WEBSITE WHICH PROVIDES DETAILS OF THE COMPANY'S ACCOUNTS FOR THE YEAR. FORM 990, PART XI, LINE 5 OUTSTANDING CHECK TOTALING $1,256,161. FORM 990, PART XII, LINE 2 FINANCIAL STATEMENTS AUDITED BY AN INDEPENDENT ACCOUNTANT THE US ORGANIZATION'S FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT PUBLIC ACCOUNTING FIRM AS PART OF THE CONSOLIDATED AUDIT OF ITS PARENT MEAT & LIVESTOCK AUSTRALIA, LTD. |
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