Fonterra trims board size
Fonterra’s board has been reduced to nine - comprising six farmer-elected and three appointed directors.
It’s clear from the results that Fonterra farmers voted strategically in the board election.
The Fonterra board and shareholders council endorsed three candidates: sitting director Ashley Waugh and two newcomers Peter McBride and Jamie Tuuta.
But shareholders had other ideas: they rejected Tuuta and Waugh but endorsed McBride, the outgoing chairman of Zespri.
They backed South Canterbury farmer Leonie Guiney, a stunning return by the strongest of critics. Another farmer-endorsed candidate, John Nicholls, failed to get elected.
Guiney retired from the board in 2017 after her first three year term but her attempt at re-election ended in controversy.
She was also at the centre of a court action taken by Fonterra over the alleged release of confidential board information.
Guiney campaigned for “a simpler, more disciplined but successful cooperative”. Fonterra needs to cease trying to be what it is not, she said. Farmers liked her message.
Last week’s election results also called the election process into question.
The co-op’s revised election process, implemented last year, requires farmers to vote ‘yes’ or ‘no’ against each candidate. Successful candidates must achieve the 50% ‘yes’ vote threshold.
Online voting requires farmers to cast a vote against each candidate — either ‘yes’ or ‘no’. To win, a candidate must get at least 50% of those voting for him or her, so ‘no’ votes are as essential as ‘yes’ votes.
After farmers failed to elect three directors last week, the Fonterra shareholders council has signalled another election to elect the remaining director.
It seems Fonterra’s board and the council neither expected anyone to stand outside the independent nomination panel process nor thought through the implications. But farmers have already worked it out and voted strategically.
There’s definitely confusion over the Fonterra director election protocol. That’s incredible for an election, throwing up all sorts of interesting combinations and permutations.
Fonterra has had a challenging year, and after recording its first net loss last financial year it is promising major changes. Shareholders are watching.
For the time being they have put their faith in the new chief executive Miles Hurrell. However, the board has been put on notice: if they don’t shape up, they must ship out.
