Vanilla changes don’t inspire — Editorial

Two big changes are proposed: to reduce the board to 11 directors from 13, and to have a new selection panel ratify the appointment of pre-selected director candidates instead of having farmers vote directly for candidates.

A special meeting in Hamilton this Friday (June 10) will consider the changes, but indications are that farmers are not overly enthused by the proposals.

At last year's annual meeting Fonterra was rocked when the Gent/Armer motion calling for a cut to the board from 13 to 9 directors won 54% of shareholder support. The proposal fell short of the 75% needed to force constitutional changes, but it set in motion the proposals for change on which farmers will vote this week.

The problem for Fonterra – as with the Gent/Armer proposal – is that the 75% threshold needed to implement the changes is a big mountain to climb, especially when farmer shareholders have indicated they are less than excited about the proposals.

Critics suggest Fonterra should have been "much bolder" in cutting the number of directors and, to be fair, the proposals are pretty vanilla and uninspiring.

Shareholders will now be asked to support a move to a board of seven farmer-directors and four independents, instead of six farmer-directors as proposed last month. It also brings forward a formal review of the farmer council to this year from next, and strengthens the scope of this review.

It further proposes that a second farmer council observer be added to a director-nomination committee, but the board/council review group is sticking with its earlier recommendation that farmers choose director candidates nominated by a selection process which would replace the current single transferable vote system for farmer directors.

As Federated Farmers dairy chairman Andrew Hoggard says, the biggest issue for farmers is the proposed change from directly voting for candidates to having pre-selected candidates ratified by a committee.

"It's gone from a vote in the traditional sense to a ratification vote, so that is what has got people upset."

It won't be a surprise if the proposed changes fail to gain the needed 75% support, and that will send Fonterra back to the drawingboard.