October 3, 2016

Fonterra: Farmers' final say a crucial step in governance and representation




One week out from an important vote for New Zealand's biggest company, Fonterra chairman John Wilson is urging farmers to back changes to the Co-operative's governance and representation so that it can stay focused on making the most from farmers' milk and growing farmers' wealth.


"Over the past eight months, there has been a lot of good discussion on the unique governance structure of the Co-operative. We have considered the different governance and representative roles including the process for electing directors, the size of the Board and the defined role of the Shareholders' Council. The recommendations being put to the vote reflect those discussions," Wilson said. "There has been good feedback and acknowledgement that we have listened to our farmer shareholders and have adjusted the proposal where there were concerns, while still retaining the strong points of the original proposal."


According to Wilson, Fonterra is taking a "big step" to ensure that the "best people" are available to lead the Co-operative. "Now it's up to farmers to have their final say so we can move forward and give our full attention to making the most of improving global markets," he added.


The main variation to the recommendations put before farmers is a new election process for farmer directors. The earlier recommendation remains that candidates are selected by an independent selection panel before approval by the nominations committee of the board and by the shareholders' council. Thereafter, they are put forward to shareholders for their vote and support. In addition, there is now a path where candidates can stand outside this process and self-nominate. A first past the post majority voting system will mean all director candidates now need at least 50% farmer support.


"The new recommendation addresses choice by including the option for any eligible farmer in our Co-operative to be able to stand outside the independent selection panel process and to be considered fairly by farmers," Wilson explained. "There is strong agreement that it is time to move our Co-operative forward and for farmers to vote and make the improvements to the election process a reality."


Wilson said the proposals put up to farmers have the unanimous support of two independent expert panels, the unanimous support of the board and the backing of 33 out of 35 councillors.


"What we are looking for now is the final endorsement from farmers. As our owners, they have contributed to a quality conversation, and now we ask all our farmers to cast their vote," Wilson commented.


- Fonterra

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