Fonterra trims board size
Fonterra’s board has been reduced to nine - comprising six farmer-elected and three appointed directors.
The proposal failed to meet the 75% support required to change the constitution but the level of support is a massive message to the board they say. Over 54% of shareholders backed the proposal.
"The Trading Among Farmers proposal got 66% support with millions spent so we are thrilled with the support we have received," says Armer.
"Something has to happen now. The whole thing disappeared three years ago but there is nowhere for the board to hide now."
Gent says the vote was a huge success.
"We had little resources and the company worked hard against us."
Armer said the big loser in this debate was the Shareholders Council.
"The shareholders council has been found wanting and totally misread farmers' views on the subject," he says. "Their criticism of our proposal was absurd.
"The resurrection of the governance review after three years was a last minute jack-up between the Council and the board which had only one purpose – to defeat our proposal," says Armer.
He says that the governance review is still inadequate.
"This upcoming review needs independence, experience, and farmer input into its Terms of Reference," he said. "Right now shareholders don't know the terms of reference and the review is being conducted by a group that lacks the experience or independence needed to make sure we get the right structures into the future."
Gent said that he and Armer had achieved what they wanted to.
"While we'd love to have got our proposal over the 75% line line we always knew that it was a huge mountain to climb," he said. "The company has far better resources than us to communicate with its 10,000 shareholders."
In spite of the result the pair is confident that the governance review will not be shelved for another three years. However they are not so sure that the review will result in a smaller board of directors.
"We will need to wait and see about that," says Armer.
