Board downsize remit stuns

Colin Armer will join former deputy chairman Greg Gent in tabling a resolution at Fonterra's annual meeting next month to reduce the number of elected directors from nine to six and the number of appointed directors from four to three to give a total of nine directors.

Armer told Rural News they are canvassing support among shareholders. "We have a large group behind us now and the support is quite heartening." He took a swipe at Fonterra chairman John Wilson, who brushed off the resolution saying an important governance issue should be decided by all shareholders, not just two – Gent and Armer.

Armer says Fonterra's constitution belongs to the owners of the business and not just to the board.

Wilson says bringing a special resolution to an annual meeting on such a critical matter is 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 midway through next year.

"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 our farmers on this critical subject."

The proposal requires 50% support from the shareholders council and at least 75% of shareholder votes in favour.

Armer says it's a big hurdle but they've made sure there are plenty of mechanisms for shareholders to discuss the proposition and its pros and cons before casting their votes.

"We all want our cooperative to be more globally competitive and successful with a clear strategy to achieve that. Our farming businesses and livelihoods depend on that."

Six hats in ring

Six candidates will battle for three Fonterra board seas this year.

They include sitting directors John Wilson (chair), Blue Read and Nicola Shadbolt; the other three candidates are Ashley Waugh, Murray Beach and Greg Maughan.

Fonterra shareholders will get to quiz the candidates during a roadshow from November 8-13.

Voting packs containing candidate profiles will be mailed to eligible shareholders on October 30.

Shareholders can vote by internet, fax or post, using the single transferable vote system between October 30 and 10.30am on Monday, 23 November; results will be announced later that day.