Fonterra's first draft of suggested changes to its governance structure recommends the board's size be cut from the current 13 members to 11.

The recommendation comes after more than 200 farmer meetings and roadshows around the country to gauge opinion on board representation.

As it stands, Fonterra has 13 directors - nine of them farmer-elected and four of them appointed by existing directors, with the appointments later ratified by farmers.

Under the recommended structure, there would be six farmer-elected directors - thereby ensuring farmer control of the board - and five independent directors.


By law, Fonterra needs to have three independent directors. Under the proposed change, the additional two can be either farmers or people from outside the organisation.

Depending on the farmers' response, the recommendations could be voted on by farmers as early as May.

Expectations were that the board's size could be reduced slightly.

At last year's annual meeting, former board members Colin Armer and Greg Gent led a campaign to reduce the total board to nine members.

Their proposal gained 54 per cent support - short of the 75 per cent required to change the constitution - but enough to show the depth of feeling about the issue.

Chairman John Wilson said farmer feedback was that the process for electing farmer representatives - which effectively meant candidates only required 25 percent support under the single transferable vote system - was too politicised.

Under the recommended changes, the selection process would involve a nominations committee putting forward candidates and the short list would go through a new independent expert panel.

The panel would make an independent assessment of the candidates before the board makes a final decision on names which would then require the support of 50 percent of shareholders at the annual meeting.


Wilson told the Herald that the focus of the recommendations was getting the best people and being able to attract them on to the board. He said the new look board would be about capability and diversity.

He said the smaller board would fit into international best practice but added having a board of 13 had not affected its ability to make decisions in the past. "This is about how we look forward for the next decade," he said.

"Yes, a downsize has been considered to be good, but certainly there has been no expectation of significant change because it's been capability, getting the right mix of farmers and independents, and recognising the uniqueness of the co-op and what we have to do," he said.

Fonterra first started looking at governance issues four years ago.
Gent, who with Armer had made a case for cutting the board back to nine, said he commended the board size but said that it had "taken some time."

"Down to 11 is better than the status quo," Gent told the Herald.

"It (the board's size) is not as low as Colin and I would have liked, but it is progress and it is directionally good," he said. Gent said it was disappointing that there had been no big changes suggested for the way the Shareholders Council works.

Fonterra has said it will look at the council's ward system in 2017.

"The Shareholders Council is not performing," Gent said. "It is a very compliant council."
"I can't think of a time in recent years where it has stood up to the board on anything and there is nothing in there that I can see addresses that," he said.

"Fonterra needs a good, effective shareholders council to push performance," he said. "Reducing the size of the board gets a big tick, and so does the process around getting elected, but a big cross goes around the Shareholders Council."

Read Fonterra's latest information booklet on the governance proposals here: