Fonterra trims board size
Fonterra’s board has been reduced to nine - comprising six farmer-elected and three appointed directors.
The co-op’s director remuneration committee is recommending the chairman’s fee increases to $405,000, a rise of 0.25%.
The committee of six shareholders also recommends directors’ fees rise from $161,000 to $165,000, an increase of 2.1%. The recommendations will be voted on at the co-op’s annual meeting in Invercargill on November 27.
In meeting notes sent to shareholders this month, the director remuneration committee says in July it looked at the market expectations and trends for director fees in New Zealand and overseas.
The committee says it’s important to set realistic fee levels, having particular regard to the broader market, to ensure skilled directors are attracted and retained on the board.
“The committee also had regard for market trends, as well as the path previously identified, to adjust both the absolute and relative fees for directors to align to market realities.”
In 2010 the committee decided director fees in Fonterra were modest in comparison to other major New Zealand companies. Over the next two years, Fonterra directors’ fees increased substantially.
The committee says the fees are now at “a level of equivalence with the market consistent with the fees at the time of Fonterra’s establishment” and “fee levels are now at a generally appropriate level”. Fee levels will now be managed “to avoid as far as possible the need for substantial adjustments year to year.”
Also recommended is that the chair of each permanent board committee may be paid an additional $31,000. Such payments are now capped at $30,300.
While there is a token increase in allowance for directors, Fonterra Shareholders Council members will get a hefty increase, from $25,250 to $30,000 – an 18.8% increase. However, the council chairman and deputy chairman’s fee remains at $90,900 and $55,500 respectively.
The remuneration committee notes the priorities and expectations on councillors in the TAF environment and the governance and representation review.
It says the role of councillors is an important one and “a more significant increase in the honoraria is justified to attract and recognise shareholders of a high calibre serving in that capacity”.
The annual meeting, at Fonterra’s Edendale site, will also pass the council’s annual budget.
Apart from electing three farmer-appointed directors, the meeting will ratify appointment of two directors: David Jackson and Simon Israel.
Jackson is chairman of the co-op’s audit, finance and risk committee. Israel, who joined the board this year, is the first Asia-based appointee.
