Wednesday, April 24, 2024

Constitution needs tweaks to increase director numbers

Neal Wallace
Silver Fern Farms’ co-operative’s constitution needs tweaking to reflect its shift to an investment company, chairman Rob Hewett told suppliers in Balclutha.
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Those tweaks will mean shareholders being asked to consider increasing the board from eight to 10 directors with terms served limited to nine years along with clarification about who can stand and who can vote for directors.

The changes were also needed to create a succession plan for new directors and to provide people with governance experience for roles in the wider rural sector.

With three farmer-elected and two independent co-operative directors appointed to the company board there needs to be a steady flow of experienced governors.

If approved, the size of the co-operative board would increase from five elected and three board-appointed directors to six elected and four appointed directors.

The fourth appointed director would be a supplier who would be appointed for a yet-to-be-decided term before being required to stand as a farmer-elected director.

Hewett said appointing a farmer-director would extend further the nurturing and training of governance talent.

Directors would have a maximum tenure of three terms or nine years though the board would have discretion to waive that requirement if considered desirable, something Hewett said would rarely happen.

The chairman could remain in office for up to an extra two terms to provide continuity before ceasing to be a director.

“The changes are about governance development, opening the gate wide enough so we can get the best potential coming to manage your business,” he said.

Other proposed changes include aligning voting rights and patronage rewards by setting the minimum supply requirement to vote at 400 lamb carcase equivalents in each of the previous two calendar years.

Only current suppliers or those with a beneficial interest in a current supplier would be eligible to stand as farmer-elected directors.

Hewett said the proposed changes would increase the ability of shareholders to have a say in the company while also developing future leaders for roles in rural communities and companies.

Shareholders are being consulted before a final proposal is considered by the board, which would then be put to a shareholder vote from mid-August.

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