Saturday, April 20, 2024

Board cut in doubt

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The 75% yes vote needed for Fonterra’s constitutional changes to governance and representation will be close and might fail to attract sufficient support.
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Fonterra’s area managers have hit the telephones, asking if farmers need any more meetings.

Chairman John Wilson acknowledged many shareholders were uncertain about the change to the voting process.

“(We) recommend you support the different process as we are very confident it will give the outcomes the co-operative is looking for.

“Farmers will always have the final say on who sits on your board.”

More than half of farmer-shareholders asked during the past week for their opinions were in favour, on balance, of the official proposition to improve the quality of candidates for board and shareholder council seats.

But enough objected to the loss of contestable elections for directors to make the outcome of the special vote uncertain.

Even the supporters acknowledged 75% approval would be hard to get.

“So it should be when we are voting to change the constitution,” south Canterbury dairy farmer John Gregan said.

“Personally, I like the proposed changes because it takes the politics out of the election process.

“Having just been through a farmer election (for Beef +Lamb New Zealand director) I know how taxing it can be.

“It shouldn’t be a popularity contest but one based on a person’s ability to govern.

“Directors are not going to get it right all of the time but good-quality candidates should be able to 90% of the time.”

An opposing view came from Waikato farmer Wynn Brown because he considered the loss of contestable elections for directors “a step too far” that would split the co-operative.

“What will farmer engagement be like in five years time?

“Electing directors is one of the most important decisions available to suppliers and I think the proposed yes/no vote at the annual meeting makes voting too easy for us.”

Brown said he supported the first parts of the proposition, in reducing the board size and trying to achieve the best people putting themselves forward.

North Otago dairy farmer Matt Ross said he felt the loss of contestable elections was a compromise of farmer ownership and control.

“I am concerned about the loss of the opportunity to make up my own view because that has been delegated to others.

“Parts of the front end of the proposition I am comfortable with but that change to the election process just doesn’t feel right.”

Another south Canterbury farmer, Ryan O’Sullivan, said he was happy with the proposition overall and that giving up contestable voting was a good trade-off for more, higher-quality candidates.

“Reading the biographies of some candidates in the past has been underwhelming and to me that is the bit that is broken.

“Any shareholder who has ever thought Fonterra could do better must look at the board performance and ask if we as owners are electing the best people.”

Unfortunately, the shareholders’ council part of the reform was not dealt with and in some ways that was more important.

O’Sullivan was another to doubt whether 75% approval could be achieved and if not he expected the board and council review team to come back with another more widely acceptable version.

Bay of Islands dairy farmer Craig Johnsen said he thought shrinking the board by two seats wasn’t going to make much difference.

But he was happy to give up contested elections with the strengthened role of the shareholders’ council in the selection process.

“I have already voted for the proposition because there is more favourable than not in it.”

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