5 October 2017
Westland Shareholders back Governance Changes
Westland Milk Products shareholders today strongly endorsed a package of changes designed to improve and update the
co-operative’s governance.
Westland Chairman Pete Morrison said, “Shareholders at today’s Special General Meeting in Hokitika approved the changes
with 93.5% percent in favour. This will ‘future proof’ the structure and tone of the governance of our co-operative, and
better equip Westland for the opportunities and challenges ahead of us.”
Morrison said one of the key recommendations in the report, a programme to identify and upskill potential shareholder
directors, was well received, with feedback from shareholders during the consultation and at the SGM emphasising that
continuity and succession planning was important.
“Among Westland shareholders will be a number of people who have the skills and knowledge to be high performing members
of our Board,” he said, “but who might lack experience at this level. Our new programme will help identify and upskill
these people so that we can ensure there is a continuing pool of high quality, effective directors available for
shareholders to vote on to the board in coming years. ”
The constitutional changes approved at the Special General Meeting in Hokitika today include:
• A director ‘pipeline’ with a clear process for nurturing highly capable future Westland Board Directors and governance
leadership.
• A reduction in the number of Westland Board Directors from 11 to 8 (including a reduction in shareholder-elected
directors from 8 to 5).
• Reviewed eligibility criteria for all Director roles to reflect best practice models and benchmarking against
companies similar to Westland and modern international best practice. This includes an Independent Candidate assessment
that will be visible to shareholders.
• Shareholder-elected candidates will be able to nominate themselves and will undergo a transparent election process,
including a ‘roadshow’ where nominees will present to shareholders within strict electioneering protocols.
• The three independent directors will be appointed by the Board, and their competencies and suitability for the role
will be transparent to shareholders.
The changes to Westland’s governance came out of an extensive review conducted by a sub-committee of the board that
included co-opted shareholders, directors and a governance consultant.
“This was an independent, robust and highly analytical review undertaken at the request of shareholders,” Morrison said.
“It drew on best practice and was led by Sue Suckling, one of the country’s leading Board Directors who has a wealth of
practical governance expertise.
“With the changes that have also occurred at management level leading to changes to the ways of working in the company,
the vote today sets Westland up to be a highly performing company that can offer a competitive and sustainable payout to
its shareholders.”
Morrison said that the selection process for shareholder-directors set out in the governance changes will apply for the
one shareholder-elected vacancy election leading up to the 6 December 2017 annual meeting.
ENDS