Four Renewal SA board members out of six on the board voted on crucial advice giving the state government the green light to sell land at Gillman to a developer without a tender, InDaily can reveal.

Despite two board members – who would resign days later – being uninvolved in the vote, the board still had enough members for a quorum allowing it to pass the advice.

The truncated board supported advice about the appropriateness and value of the deal, only eight days after Renewal SA drew board advice telling the Government not to sell the land without a tender due to probity and transparency concerns.

Helen Fulcher, Amanda Rischbieth, Craig Holden and chair Bronwyn Pike are recorded as having voted on out-of-session advice dated 28 November which the State Government says supported its plan to sell 400 ha at Gillman to developer Adelaide Capital Partners.

Board members Theo Maras and Mike Terlet did not vote on the proposal, a spokesperson for Premier Jay Weatherill told InDaily.

The final advice was made on 28 November. Maras and Terlet resigned on 2 December. Rischbieth and Holden resigned on 17 and 18 December respectively.

The November 20 advice, which was drawn up days after the board met with Housing and Urban Development Minister Tom Koutsantonis to express their concerns about the deal, advises the government to reject the deal because of the lack of a tender.

Maras and Terlet were two of the board’s most senior figures, and the two with the most experience dealing with property transactions.

Maras, founder and chair of Maras Group, had been on the board since 2008 when the organisation was known as the Land Management Corporation.

Terlet, a successful company businessman and the director of several companies, was even more senior – he was the chairman of the Land Management Corporation since 2005.

Of the board members who voted, Fulcher is a former chief executive of the EPA, Rischbieth is the chief executive of the Heart Foundation, Holden is the director of a property development company and Pike is a former Victorian Labor Government Minister.

The 28 November-advice was made out of session three days after the board had a formal meeting on 25 November, it has also emerged.

After sustained media pressure the Government finally released a redacted extract of advice it claims supported the sale of the Gillman land.

The advice is substantially different to advice drawn up by the board on 20 November and seen by InDaily.

The November 28 advice says:

4. RECOMMENDATIONS:

It is recommended that the Board of Management approves:

1. That the advice be provided to the Minister for Housing and Urban Development that:

a) Renewal SA’s landholding at Gillman / Dry Creek, that is the subject of the Adelaide Capital Partners (ACP) unsolicited offer to purchase, has been identified as land appropriate for industrial / commercial development to support employment and growth targets contained in the The 30-Year Plan for Greater Adelaide and as such a resources sector services hub is an appropriate use of the land;

b) The ACP offer of REDACTED (GST exclusive) as their first exercisable option for 150 hectares of land at Gillman / Dry Creek and REDACTED (GST exclusive) for their second and third exercisable options for 257 hectares of adjacent land represents a good value offer based upon independent valuation advice and comparable market evidence;

c) Renewal SA’s consideration of ACP’s unsolicited offer has been managed within existing policy relating to off-market transactions and has been guided by independent probity advice.

It is recommended that the Board of Management notes:

1. That advice pertaining to whether the ACP proposal meets with the Government’s strategic economic development objectives and gives Government sufficient confidence to proceed with accepting the offer on a preferred basis will be provided by other Government agencies, and ultimately this will be a policy decision of Cabinet.

Weatherill has claimed the proposals considered by the board between 20 November and 28 November were substantially different.

However, given the board’s signal concern on 20 November was the lack of a tender, it is unclear how the November 28 proposal addressed the board’s concerns.

The 20 November advice reads:

The board of management recommends to the Minister for Housing and Urban Development:

The South Australian Government reject the ACP submission to purchase 407 ha of Renewal SA-owned land at Gillman/Dry Creek for future industrial development.

The South Australian Government offer the Gillman/Dry Creek land to the market for sale in a transparent and open manner.

The Board of Management notes that the Minister for Housing and Urban Development will advise cabinet:

Renewal SA’s board of management has resolved to advise the minister to reject the ACP proposal and instead offer the land to the market for sale in a transparent and open manner having regard to the following key risks:

• The lack of market testing to determine the competitively derived market value of the subject land

• The probity of accepting an unsolicited offer for the subject land and the potential for industry/community dissatisfaction with Renewal SA facilitating the sale of the subject land through a non-competitive process

The board of management notes:

• Cabinet has the ultimate authority to approve the ACP proposal if it determines to do so having regard to whole of government considerations”

Meanwhile, Renewal SA yesterday claimed a board paper seen by InDaily dated 13 November 2013 titled “Proposed Purchase of Renewal SA Land at Gillman” and clearly marked in the negative did not constitute a vote.

On 6 February – before the emergence of the board papers – a Renewal SA spokesperson told InDaily no vote on Gillman had been taken on or around that time.

“No vote was completed on the paper dated 13 November and the paper was withdrawn,” a Renewal SA spokesperson told InDaily yesterday.

It also emerged that Minister Koutsantonis was a formal attendee – along with all six board members – at a board meeting on 25 November. Koutsantonis made a formal address to the board on the ACP deal and took questions, a Renewal SA spokesperson confirmed.