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Colin Armer.
A war of words is brewing between Fonterra chairman John Wilson and two former board members over board composition.
Last week Wilson came out swinging against Colin Armer and Greg Gent for tabling a resolution at next month's annual meeting.
Armer has joined with former deputy chairman Gent to reduce the number of elected directors to be reduced from 9 to 6 and the number of appointed directors from 4 to 3 to give a total of 9 directors.
But Wilson says bringing a special resolution to an annual meeting on such a critical matter not the way the cooperative operates.
"As both these farmers know, the board and shareholders council are currently working together to develop a discussion document to take out to shareholders early next year with a view to a special shareholders meeting mid-way through next year.
"That is the cooperative way. We need to have a constructive and genuine consultation within the shareholder base – not impose a solution developed by just two of our farmers. I want to hear the opinions of all of our farmers on this critical subject. Then board and council will develop a proposal to be put to the vote. "
But yesterday Armer and Gent said Wilson "can't fob shareholders off any longer".
They say that farmers have not been told a governance review is underway with a view to a special shareholders meeting mid-way through next year.
"This will be a surprise to them," says Gent. "The governance review was promised at the AGM in 2012 in reaction to another proposal dealing with governance put forward by another shareholder.
"That review sank without trace, so farmers will no doubt be sceptical about another promised governance review. It was a high priority then and three years is more than long enough for them to get recommendations out to shareholders."
Armer said he was disappointed that Fonterra chairman attacked them for raising the issue.
"We have deliberately focused on the issue, not on personalities," he said. "The constitution of Fonterra belongs to its farmer owners, not the board or the chairman.
"We have every right as farmers to bring a resolution to the AGM," Armer says. "That is the inviolable constitutional right of every farmer so for the chairman to say 'this is not the way our company operates' is concerning."
The pair note that to blame the delay on the product recall and 1080 threat is farcical.
They say that a company the size of Fonterra, with the resources it has, can surely deal with more than one big issue at a time.
They say the lack of action is exactly why this proposal has come forward.
The proposal requires 50% support from the Shareholders Council and if at least 75% of shareholder votes in favour.
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