Fonterra's farmer-owners said they wanted their council to be a watchdog, not a board lapdog. Photo / File
Fonterra's farmer-owners said they wanted their council to be a watchdog, not a board lapdog. Photo / File
The future of Fonterra's controversial $3 million-a year shareholder council could be decided after all at next month's annual meeting of the dairy giant - despite a probe into its value promised nearly a year ago missing the meeting's formal deadline.
Fed up and feeling strung along by the councilof their peers, some shareholders are understood to have made remits calling for votes on the funding and future of the council, which has cost Fonterra's farmer-owners more than $50 million since 2001 but disappointed as a watchdog of their interests, particularly in two recent years of heavy Fonterra financial losses.
The resolutions will be in Fonterra's notice of annual meeting, expected out any day.
The Herald has been told the remits were triggered by the failure of a review of the council's performance to deliver its final report in time for formalisation of any resolutions for change for the November 5 meeting.
But the report should be with Fonterra farmers within two weeks, said review independent chairman James Buwalda, who warned mid-year it was unlikely to land until November.
The slow progress was blamed on Covid-19's impediment to shareholder consultations. Buwalda said the review group reported to the council - it was not in its terms of reference to prepare remits.
"However our recommendations should point to actions the council can consider and implement without requiring a shareholder resolution first," he said.
Council chairman James Barron has been approached for comment.
The review of the 25-farmer council was promised at last year's annual meeting, when it narrowly saw off a bid by angry shareholders to have its performance and value scrutinised by professionals.
The council, accused by its critics of behaving more like a board lapdog than a watchdog and like a stepping stone to Fonterra directorships, offered instead to set up a review steering group with an independent chairman. Buwalda is a former public service chief executive. The other members are four farmers picked by the council chairman, two councillors and two Fonterra directors.
As part of its review, the group surveyed Fonterra's 10,000 farmer owners on the performance, relevance and functions of the council. Around 1400 responses were received.
Shareholders were not asked their opinion on the cost of operating the council.
The result was a bruising thumbs-down for the council in an interim review report shareholders were asked to keep to themselves.
Fonterra Shareholders' Council chairman James Barron. Photo / Supplied
On the council's job of monitoring farmer-owned Fonterra's direction, performance and operations against set targets, 55 per cent rated its performance to be "less than average".
An overwhelming message was that the council's monitoring role "must be independent and effective at holding the board to account", said the report, with much more feedback on this issue than on any other.
A key theme was the council needed to be, and be seen to be, independent of the Fonterra board, "be a watchdog, not a lapdog", said the report.
A perception that the council lacks spine and has been an echo-chamber for Fonterra board thinking peaked with Fonterra's disastrous financial results in 2018 and 2019.
The council was set up to represent shareholder interests when the Fonterra farmer co-operative, New Zealand's biggest company, was created in 2001 under special enabling legislation from an industry mega-merger.
Shareholder critics say the council is redundant in today's business world and note they already pay Fonterra to employ field reps to liaise with shareholders so there is duplication of work.
Supporters argue it is important farmer-owners of Fonterra have a representative body.
