12 October 2016
Results of Fonterra Shareholder Voting at Special Meeting
Fonterra shareholders have supported changes to the Co-operative’s governance and representation model, including a
reduced Board and changes to the election process for Farmer Directors.
At today’s Special Meeting in Palmerston North 85.96 per cent of votes were cast in favour of the governance
recommendation, sufficient to meet the 75 per cent support required under Fonterra’s Constitution.
The results of the resolutions are:
RESOLUTION RESULTS -
% in favour
Resolution 1: Governance related amendments to the Constitution and the Shareholders’ Council By-laws 85.96
Resolution 2: Representation related amendments to the Shareholders’ Council By-laws 88.05
Fonterra Chairman John Wilson said that final vote reflected shareholder sentiment that the recommendations were a
significant improvement and it was time to move the Cooperative forward.
“Co-operatives, by their nature, need consensus on the important decisions. That is as it should be and today we have
agreed on the final recommendations after a very constructive eight months of discussions and refinements.”
“It is a clear signal from our shareholder base that it is time to push on so the Co-op can focus on our business
priorities.”
The main effect of the changes is that a new election process for Farmer Directors will come into force. Under this
process, candidates are selected by an Independent Selection Panel, then approved by the Nominations Committee of the
Board and by the Shareholders’ Council before they are put forward to shareholders for their vote and support.
There is also provision for candidates to stand outside this process and self-nominate, provided they are supported by
35 other shareholders. A first past the post majority voting system will mean all Director candidates now need at least
50 per cent farmer support.
ENDS