Director bows out of CBH brawl

Former CBH chairman Tony Critch has issued a dire warning about its future after boardroom infighting claimed independent director Samantha Tough.

Ms Tough resigned yesterday after being caught in the crossfire between warring factions on the board of Australia's biggest farming cooperative.

Her resignation has major ramifications, with the balance of power on the divided board now tilting in favour of a group of grower-elected directors known to have raised doubts about senior management at CBH.

Mr Critch said the boardroom infighting was demoralising for management, including chief executive Andy Crane, and questioned the circumstances which led to Ms Tough quitting after just nine months.

"The independent directors play a vital role and one of the things they do is ask the awkward questions," he said. "We all know CBH has the competition breathing down its neck. There couldn't be a worse time to be going backwards by reducing the number of independent directors."

Ms Tough's resignation was effective immediately. It reduces the board to nine growers and two independent directors.

It is understood a majority of the grower directors threatened not to endorse Ms Tough before a member vote on her appointment on February 23.

Reducing the current board to 11 gives them the numbers and raises the prospect of a challenge to chairman Wally Newman, who took over the reins from Neil Wandel in August.

Mr Newman refused to comment yesterday, but issued a brief statement thanking Ms Tough for her time on the board.

"She has been an asset to the cooperative," he said.

Under the CBH constitution, the board must have nine grower members. It can also have up to three independent directors.

There are no plans to replace Ms Tough, who was the second woman to serve as a director with CBH.

Mr Critch said CBH had grown into a multi-billion dollar business and it was vital to have the support of three independent directors with skills and experience in the corporate world.

The veteran of 18 years on the board said he felt for Dr Crane and other senior management believed to be in the sights of the grower bloc.

Mr Critch said the big winners from the instability were multinational rivals looking for a bigger slice of the WA grain industry.

"There will be a lot of big organisations looking on and saying to themselves 'do we strike now'. They (CBH) are leaving themselves exposed," he said. "And if you were a Louis Dreyfus, Bunge or Cargill looking for good staff, I think it would be a nice time to knock on the door of CBH."