Saturday, April 20, 2024

New process in action quickly

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Just 23 days after voting yes to a new governance and representation model Fonterra farmers will know the names of two nominated, assessed and pre-approved candidates for this year’s board election.
Fonterra CEO Miles Hurrell says that ‘GDT prices have fallen sharply since we released our opening forecast for the season in May, with the overall index down 16% over that period’.
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They will then wait a further 12 days to see if anyone will challenge the chosen two through a separate self-nomination route.

Resignation announcements late last week from long-serving directors Malcolm Bailey and Ian Farrelly left the way open for at least one new appropriately skilled candidate, possibly two.

But for continuity on a board about to be reduced in size, farmer-director Michael Spaans said he was seeking re-election and was now widely expected to fill one of the two slots for approved candidates.

While farmer-shareholders voted 86% in favour of the two-year phased reduction from nine to seven farmer-directors and the more targeted skills search and vetting process for pre-approved candidates, most would not want to lose six experienced directors as a consequence.

Next year John Monaghan, David Macleod and Leonie Guiney face re-election, with Monaghan in the same potential retirement position as Bailey and Farrelly because he will have served three terms.

He could seek board approval to go through the nomination process to try for one more term.

All sitting directors seeking re-election, like Spaans, now go through the confidential nomination process alongside farmers who apply or are tapped on the shoulder.

That carries a two-stage rejection risk – firstly by the closed doors assessment process and secondly by farmer-shareholders.

Nominations closed on October 25, leaving only eight working days for the complicated process.

An independent selection panel will provide guidance to the board and the Fonterra Shareholders’ Council, which is running the whole election procedure.

Dame Alison Paterson, a former chairwoman of Landcorp, heads the panel, along with former senior dairy company executive John Spencer and former top banker Sir John Anderson.

The formal process was tasked with finding enough approved candidates to fill the number of vacancies, being two this year and next.

An alternative route was approved by shareholders for strongly motivated farmers who could self-nominate with the signatures of 35 shareholders.

Approved and self-nominated candidates must then get 50% voter acceptance around the annual meeting, after a roadshow to meet farmers.

If an approved candidate didn’t get 50%, the formal process would be repeated to find a replacement.

When nominations closed, returning officer Warwick Lampp said single nominations in seven shareholders’ council wards were unopposed and therefore elections would not be needed.

They were Susan Rhynd ward 2, Ross Wallis ward 6, Steve Hines ward 12, Vaughn Brophy ward 18, Shaun Lissington ward 27, Jessie Chan-Dorman ward 28, and Ivan Lines ward 33.

Elections will be held in five wards: 8 Matamata, 9 Western Bay of Plenty, 15 Taupo, 21 Southern Taranaki, and 24 Southern Manawatu.

Shareholders Scott Montgomerie and Gerard Wolvers were elected unopposed to the directors’ remuneration committee and Paul Todd was elected unopposed as the Fonterra Farmer Custodian Trustee.

Meanwhile, the board said investment adviser Scott St John had been appointed as an independent director to replace the late John Waller.

St John, who was about to stand down as chief executive of First NZ Capital, was pro-chancellor of the University of Auckland and a director of Fisher and Paykel Healthcare.

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