AWB Limited will refer allegations by a former director that he was offered a financial inducement to support the restructure of the company in 2008 to regulatory authorities.
NSW farmer and former A-class board member Xavier Martin alleged some AWB officers offered the payment to shift from opposing changes to the company's constitution to backing structural reform in the lead-up to a crucial shareholder vote on August 21, 2008.
``I was approached by (some) officers of the company in relation to my position on constitutional change,'' Mr Martin said.
``It was made clear it would be worth my while financially to change my position.''
But AWB corporate affairs general manager Peter McBride this week said the company had about 2000 employees, and denied the claim. ``That's bollocks,'' Mr McBride said.
The Australian Securities and Investment Commission was unable to comment today on whether it would investigate the claims.
An ASIC spokeswoman said: ``It's an operational matter and I am unable to comment.''
Mr McBride later said AWB had taken Mr Martin's comments seriously and would officially report it to ASIC next week when the commission resumed business after the holiday break.
He said the company was ``perplexed'' as to why Mr Martin did not raise the claims with the board when the alleged incident occurred.
The August 2008 shareholders meeting was adjourned when the company failed to secure enough votes to push through constitutional changes.
The meeting resumed on September 3 that year, allowing supporters of the change time to round up enough votes from growers to win the ballot.
The constitutional changes meant AWB removed grower control of the company's board.
Mr Martin's support was viewed by AWB as important to the ballots, as NSW growers had rejected an attempt to restructure the company earlier that year.
The explosive claim comes after AWB chairman Peter Polson was asked to explain $465,000 in payments to three former grower directors at the company's annual general meeting last week.
Former chairman Brendan Stewart received $225,000 and former grower-elected board members Steve Chamarette and Brendan Fitzgerald were each paid $120,000 in retirement benefits in 2008-09.
All three directors supported constitutional change in the lead-up to shareholder ballots late last year.
The other four grower directors - Mr Martin, Russell McKenzie, Rodger Schirmer and Colin Nicholl - did not receive similar payments.
Mr McKenzie, Mr Schirmer and Mr Nicholl each said they were not offered any payments to change their position in the lead-up to the ballots in late 2008.
All four ``dissident'' directors opposed structural reform and resigned on September 8, just five days after shareholders voted to change the constitution to remove grower control.
Mr McKenzie said the four dissident directors were ``put under a fair bit of pressure'' to resign. ``It was a pretty unpleasant time,'' he said.
Respected risk management and corporate governance analyst RiskMetrics Group raised the issue of payments to the three non-executive directors in a recent report, arguing that investors find it unpalatable to make discretionary payments outside their normal directors fees.
At the AGM last week, shareholder activist and AWB board candidate Stephen Mayne asked Mr Polson if the company had discussions with Mr Chamarette and Mr Fitzgerald prior to the 2008 shareholder meetings about providing an ex gratia payment, or decided after constitution reform was passed by shareholders to reward both directors plus Mr Stewart.
Mr Polson replied: ``The timing of the event had nothing to do with it.
``The directors that did not receive a payment resigned as directors. The directors who received a payment had their tenures (as directors) cut short and the recognition was for their contribution to the board.''
A statement in AWB's 2009 financial report said the retirement benefits were paid to the three directors ``who retired from office before their terms had expired as a consequence of the adoption of a new constitution by shareholders''.
Mr Stewart retired from the board immediately after the new constitution was adopted on October 22, last year, just six weeks after the departure of the four dissident directors.
Mr Fitzgerald and Mr Chamarette stayed on as directors until the February 10 AGM this year.
Mr Fitzgerald's term expired on the same day he retired but he was eligible to restand for the board for a third term.
``I intended to do a nine-year term,'' he said.
Mr Chamarette had one year to serve on his term but planned to retire early for health reasons.
He said he was not sure why he received the payment but was clear it was not to compensate him for early retirement.
``That's the first I've heard of that,'' he said. ``I was keen to go anyway.''
Mr Chamarette and Mr Fitzgerald confirmed they were not offered financial incentives to support constitutional change in late 2008.
Mr Stewart was also due to retire on February 10 but quit four months early.He was paid the equivalent of a full year's salary and fees as a retirement benefit.
He would not comment on issues relating to his time at AWB.
