取締役会に会は、株主から選出された7名と、取締役会が指名し年次総会で株主の承認を得た4名の合計11名のメンバーで構成されています。
取締役会が、組織を効果的に主導するための適切な能力を備えていることを確認するために、任命された取締役が選出されます。彼らが取締役会にもたらす見解や経験は、選出された取締役によって提供された業界知識やその他の専門知識を補完するものです。
選出された取締役は株式を保有する必要があるため、彼らはフォンテラと供給者関係を持ち、通常、ベストプラクティスの定義の下で独立したものとして分類されません。
指名された取締役は、概してNZXの独立基準を満たしており、任期中の独立性を維持することがフォンテラによって期待されています。すべての取締役は、利益を開示するための法的要件およびフォンテラ社内の証券行動規範を遵守しており、フォンテラ証券およびその関連会社との個人的な取引において、取締役および経営者の両方を規定しています。フォンテラには理事がいません。
取締役会は、フォンテラのリーダーシップ、方向性、監督に責任を負っています。協同組合の全般的な業績について、株主に対して説明責任を負います。取締役会の具体的な役割は以下のとおりです:
配当政策の見直しと中間・最終配当の宣言
乳価格と流通利益の宣言
各シーズン開始時からの実際の協同組合株価(公正価値株価)の宣言
グループ戦略・事業計画の見直し・承認
CEOの任命とCEOの実績のレビュー
管理に権限を委譲し、その権限の行使を監視
戦略計画の策定と、グループ内の主要事業所の戦略策定
管理者の委任された権限の外での重要な買収および処分の承認。
取締役会委員会の監督と、各委員会がカバーする分野の監督
取締役会と経営陣は、ニュージーランドを拠点とする協同組合としてのフォンテラの特色と要件を反映したシステムを開発しました。
Elected Director, Chairman
BOARD RESPONSIBILITIES Elected Director, Chairman, Member of the Appointments and Remuneration Committee, Disclosure Committee and the Governance Development Programme Committee
TERM OF OFFICE Elected 2018
Peter McBride was elected to the Fonterra Board in 2018 and became Chairman in November 2020. He is the Chief Executive Officer of Trinity Lands Limited, a dairy and kiwifruit operation largely based in the Waikato, and is the Managing Director of Ellett Beach Farms Joint Venture. Peter is a member of the Zespri China Advisory Board and Zespri Global Supply Advisory Board.
Peter was previously the Chairman and a Director of Zespri Group Limited and other related companies, and Managing Director of South East Hort Limited and its subsidiaries. Peter was also previously a Director of the New Zealand International Business Forum and a member of the Executive Board of the New Zealand China Council. Peter has shareholding interests in the Waikato.
B. Horticulture, PG Dip Com Agribusiness
Appointed Director
BOARD RESPONSIBILITIES Appointed Director, Member of the Appointments and Remuneration Committee, Co-operative Relations Committee and the Safety and Risk Committee
TERM OF OFFICE Appointed 2015
Clinton was appointed to the Fonterra Board in 2015. Clinton lived and worked in China for 36 years, 21 of which as President of BHP Billiton’s China business. He has extensive experience as an executive in China and Asia businesses and has had an active career as a Non-Executive Director, currently serving on the Boards of the Port of Newcastle, Sky Renewables Pty Limited and Zanaga Iron Ore Company Limited.
He was Executive Chairman of Caledonia Asia from 2010 to 2013, an investment group in Asia, and is a Partner in Moreton Bay Partners, a strategic advisory firm based in Brisbane. He is an Adjunct Professor at Griffith University’s Asia Institute and is a Member of the Griffith University Council. Clinton has extensive experience as a senior executive in China and Asia businesses, including global manufacturing and commodity businesses.
BA (Modern Asian Studies, Griffith), CIM, INSEAD
Elected Director
BOARD RESPONSIBILITIES Elected Director, Chair of the Capital Structure Committee, Member of the Audit and Finance Committee, Co-operative Relations Committee, Divestment Review Committee, Disclosure Committee and the Milk Price Panel
TERM OF OFFICE Elected 2017, last re-elected 2020
Brent Goldsack was elected to the Fonterra Board in 2017. Brent had a 25-year career in both New Zealand and abroad in various corporate advisory roles, including being a Partner at PwC for more than 12 years. Brent is a Fellow of the Chartered Accountants of Australia and New Zealand. Brent currently Chairs the Board of Waitomo Group Limited and Better Eggs Limited and is a Director of Rabobank NZ Limited and Power Farming Holdings Limited.
Brent is actively involved as a shareholder of three dairy operations in the Waikato. In addition to his strong financial skills and knowledge, Brent has particular expertise in Fonterra’s Farmgate Milk Price and the drivers of the Co-operative’s earnings and its strategy.
BCA, FCA
Elected Director
BOARD RESPONSIBILITIES Elected Director, Chair of the Safety and Risk Committee and Member of the Capital Structure Committee, Co-operative Relations Committee and Divestment Review Committee
TERM OF OFFICE Elected 2018
Leonie Guiney was elected to the Fonterra Board in 2018. Leonie previously served on the Board from 2014 to 2017. Leonie has worked in the agriculture sector for more than 25 years in a number of positions including lecturer of Dairy Production at Lincoln University, consultant on the BNZ Growth Programme for farmers and has held roles with Golden Vale Dairy Co-operative in Ireland, LIC and FarmRight South Island.
Leonie lives and farms at Fairlie in South Canterbury and is a Director and shareholder of seven South Canterbury farms and Bobby Square Limited.
BAgrSci
Appointed Director
BOARD RESPONSIBILITIES Appointed Director, Chair of the Audit and Finance Committee, Member of the Capital Structure Committee, the Disclosure Committee, the Divestment Review Committee, the Milk Price Panel and is an observer on the Appointments and Remuneration Committee
TERM OF OFFICE Appointed 2017
Bruce Hassall was appointed to the Fonterra Board in 2017. Bruce is a Chartered Accountant and has had a 35-year career at PwC, including holding the position of Chief Executive Officer of the New Zealand practice from 2009 to 2016. Bruce is Chairman of The Farmers Trading Company Limited, Prolife Foods Limited and Fletcher Building Limited and serves as a Director on the Board of Bank of New Zealand.
Bruce was previously a member of the University of Auckland Business School Advisory Board and was a founding Board Member of the New Zealand China Council. Bruce has extensive experience in financial reporting, information system processes, risk management, business acquisitions, capital raising and IPOs across both listed and private companies.
BCom, FCA (CAANZ)
Elected Director
BOARD RESPONSIBILITIES Elected Director, Member of the Audit and Finance Committee, Safety and Risk Committee, Fonterra appointed Director of FSF Management Company Limited and Fonterra Farmer Custodian Limited
TERM OF OFFICE Elected 2016, last re-elected 2019
Donna Smit was elected to the Fonterra Board in December 2016. Donna serves on the Board of the Manager of the Fonterra Shareholders’ Fund. Donna lives and farms at Edgecumbe, and has built and owns five dairy farms in Eastern Bay of Plenty and Oamaru. Donna is a Director of EastPack Limited, where she serves as Chair of their Audit and Finance Committee and is a Director of Kiwifruit Equities Limited and a Trustee of the Dairy Women’s Network.
Donna is a Fellow Chartered Accountant and was a company administrator at kiwifruit co-operative EastPack for 24 years. Donna’s strong focus on financial and risk management has been built through her extensive business and manufacturing experience and financial background, and complements her deep dairy farming experience.
FCA
Appointed Director
BOARD RESPONSIBILITIES Appointed Director, Chair of the Appointments and Remuneration Committee, Member of the Safety and Risk Committee
TERM OF OFFICE Appointed 2020
Holly Kramer was appointed to the Fonterra Board in 2020. Holly has more than 25 years of extensive governance, management and product/marketing experience. She was Chief Executive Officer of major Australian retailer Best & Less. She has also held senior executive roles at Telstra Corporation, Ford Motor Company (in the US and Australia) and Pacific Brands.
Holly is currently a Director on the Boards of Woolworths, Abacus Property Group and the GO (Goodes-O’Loughlin) Foundation and The Ethics Centre. In 2021 she was appointed as a non-Executive Director to the Board of Endeavour Group following its demerger from Woolworths Group. She is also the Pro-Chancellor of Western Sydney University and a Member of the Bain Advisory Group. Holly’s previous governance roles include the Boards of Australia Post, Nine Entertainment Corporation, AMP Limited, Lendi and Telstra Clear (NZ).
BA, MBA
Appointed Director
BOARD RESPONSIBILITIES Appointed Director, Chair of the Milk Price Panel and Divestment Review Committee and Member of the Audit and Finance Committee, Disclosure Committee and the Safety and Risk Committee
TERM OF OFFICE Appointed 2016
Scott St John was appointed to the Fonterra Board in 2016. He was the CEO of First NZ Capital (FNZC) for 15 years, stepping down from that role in early 2017. Scott is the Chair of Fisher and Paykel Healthcare and serves on the Board of ANZ Bank New Zealand, Mercury NZ Limited and NEXT Foundation.
Scott has served on the Council of the University of Auckland since 2009 and including as Chancellor from 2017 to 2021. His other previous roles have included Chairman of the Securities Industries Association, and membership of both the Capital Markets Development Taskforce and the Financial Markets Authority Establishment Board.
BCom, Diploma of Business
Elected Director
BOARD RESPONSIBILITIES Elected Director, Chair of the Co-operative Relations Committee, Member of the Appointments and Remuneration Committee and Governance Development Programme Committee, Fonterra appointed Director of FSF Management Company Limited
TERM OF OFFICE Elected 2017, last re-elected 2019
Andy Macfarlane was elected to the Fonterra Board in 2017. Andy was a farm management consultant for 38 years. Andy is a Director of ANZCO and an active member of the International Farm Management Association (IFMA), Global Dairy Farmers and New Zealand Institute of Primary Industry Management (NZIPIM). Andy was previously a Director of Ngai Tahu Farming Limited and AgResearch. He is the Past President of the NZIPIM and chaired Deer Industry New Zealand for seven years.
Andy began farming in 1989 and lives near Ashburton. He has shareholding interests in the South Island. Andy has a strong understanding of the governance of research and development and innovation, and has a particular interest in the strategic use of technology in the dairy industry.
B.Agr.Sc
Elected Director
BOARD RESPONSIBILITIES Elected Director, Chair of the Disclosure Committee, Member of the Audit and Finance Committee, Capital Structure Committee and Divestment Review Committee
TERM OF OFFICE Elected 2020
Cathy Quinn was elected to the Fonterra Board in 2020. She has a number of governance roles having previously enjoyed a 30+year career as a commercial and corporate lawyer with MinterEllisonRuddWatts, and has significant expertise in governance, equity capital markets, mergers and acquisitions and private equity services. Amongst the numerous awards she has won, Cathy was made an Officer of the New Zealand Order of Merit for services to law and women in 2016.
Cathy is a Director and indirect shareholder of Thistlehurst Dairy Limited, based in the Waikato. Cathy advised the dairy industry for many years including the Dairy Board, Fonterra, the Fonterra Co-operative Council, and competitors of Fonterra. Key commercial Boards that Cathy serves on are Fletcher Building, Tourism Holdings, Rangatira and she chairs Fertility Associates. In terms of public service roles Cathy is the Pro-Chancellor of the Council of Auckland University. She was previously on the advisory Board at New Zealand Treasury, the New Zealand Securities Commission and NZ China Council.
ONZM, LLB
Elected Director
BOARD RESPONSIBILITIES Elected Director, Member of the Co-operative Relations Committee, Capital Structure Committee, Disclosure Committee and the Safety and Risk Committee
TERM OF OFFICE Elected 2018
John Nicholls was elected to the Fonterra Board in 2018. An experienced company director, he is current chair of MHV Water, New Zealand’s largest intergenerational irrigation co-operative.
As the owner of several mid-Canterbury dairy farms forming part of the Rylib Group, John is highly focused on investing in and mentoring the next generation of farmers in New Zealand and on safeguarding the sustainability of farming for the long term. He brings professionalism, cost consciousness and a strategic mindset to governance, ensuring that business operations align with core strategy and are consistently adding value.
John served on the Fonterra Shareholders’ Council from 2009 to 2011. He has a degree in agriculture and a postgraduate diploma in agricultural science, both from Massey University.
B.Agr, PG AgrSci