Board of Directors

Our Board.

Our Board of Directors has up to 11 members - seven elected from our Shareholder base and four appointed by the Board and approved by our Shareholders at the Annual Meeting. 

The Appointed Directors are selected to ensure our Board has the appropriate skills competencies to lead our organisation effectively. The perspectives and experience they bring to Board complement the industry knowledge and other expertise provided by our Elected Directors. 

As the Elected Directors must have a shareholding interest, they will have a supplier relationship with Fonterra and generally will not be classified as independent under best practice definitions.

The Appointed Directors generally meet the NZX criteria for independence and are expected by Fonterra to maintain independence for the length of their term. All Directors comply with the legislative requirements for disclosing interests and with Fonterra's in-house Securities Code of Conduct which regulates both Directors and management in their personal dealings with Fonterra securities and those related compainies. Fonterra does not have executive Directors.


 

The Board's role.

Our Board is responsible for leadership, direction and oversight of Fonterra. It is accountable to our Shareholders for the overall performance of the Co-operative. Specific functions of the Board include:

  • Review of the dividend policy and declaration of the interim and final dividend. 
  • Declaration of the Farmgate Milk Price and Distribution Profit.
  • Declaration of the actual Co-operative share price from the commencement of each season (the Fair Value Share price). 
  • Reviewing and approving the Group strategy and business plans. 
  • Appointing the CEO and reviewing the CEO's performance.
  • Delegating authority to management, and monitoring the exercise of that authority. 
  • Engaging in the development of the strategic plan and setting the strategy for the Group and for the major business units within the Group. 
  • Approving significant acquisitions and disposals outside management's delegated authorities.
  • Overseeing the Board Committees and the areas covered by each of those Committees.

Our Board and management team have developed systems that reflect Fonterra’s unique characteristics and requirements as a New Zealand-based co-operative.

John Wilson

Chairman

"In 2001, the New Zealand dairy industry came together to form a national champion. Our Co-operative’s vision was to create a business with the scale to become a world leader in dairy ingredients and maximise dairying’s contribution to the New Zealand economy. That’s exactly what Fonterra is doing."

 

John Wilson was elected to the Fonterra Board in 2003 and became Chairman in 2012. Previously he served as the inaugural Chairman of the Fonterra Shareholders’ Council.

John is a director of Turners & Growers Limited and he serves on the Executive Board of the New Zealand China Council. He is a chartered member of the Institute of Directors in New Zealand. John lives on his dairy farm near Te Awamutu and jointly owns a dairy farming business based near Geraldine, South Canterbury.


 

Clinton Dines

Director

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 North Queensland Airports and Zanaga Iron Ore.

He was Executive Chairman of Caledonia Asia from 2010 to 2013, a venture 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.


 

Brent Goldsack

Director

Brent Goldsack was elected to the Fonterra Board in 2017. Brent has 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.

 

Since 2013 Brent has been the Managing Partner at PwC Waikato.

 

Brent holds a Bachelor of Commerce, is a Chartered Accountant and has lectured in International Tax at Auckland University.

Brent and his wife are actively involved in the management of three dairy operations in the Waikato and have shareholding interests in two other dairy farms with operations in both New Zealand and the United States.


 

Bruce Hassall

Director

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 a director at Fletcher Building Limited, Farmers Trading Company Limited, Prolife Foods Limited and the Bank of New Zealand.

He has been on the University of Auckland Business School Advisory Board and he was a founding Board Member of the NZ China Council.

Bruce has extensive experience in financial reporting, information system processes, business acquisitions, capital raising and IPOs across both listed and private companies.


 

Simon Israel

Director

Simon Israel was appointed to the Fonterra Board in 2013. Simon currently chairs Singapore Telecommunications Limited and Singapore Post Limited and is a member of the Westpac Asia Advisory Board.

 

He was an Executive Director of Temasek Holdings for six years and President from 2010 to 2011.

Simon was a director of Fraser & Neave, Neptune Orient Lines, Asia Pacific Breweries, Griffin Foods, CapitaLand and Frucor Beverage Group. He had 10 years’ experience in the dairy industry with Danone as a Senior Vice President and member of the Group Executive Committee. He was conferred Knight in the Legion of Honour by the French Government in 2007.


 

Andy Macfarlane

Director

Andy Macfarlane was elected to the Fonterra Board in 2017. Andy holds a Bachelor of Agricultural Science and has been a farm management consultant for 36 years.

 

He is a Councillor of Lincoln University and a Director of AgResearch, Ngai Tahu Farming, ANZCO and Edgewater Hotel (Wanaka) Limited.

 

Andy is an active member of the International Farm Management Association (IFMA) and Global Dairy Farmers.

He is the Past President of the New Zealand Institute of Primary Industry Management and chaired Deer Industry New Zealand for seven years. Andy and his wife began farming in 1989 and live near Ashburton. Andy also has shareholding interests in the South Island.


 

John Monaghan

Director

John Monaghan was elected to the Fonterra Board in 2008. Prior to joining the Fonterra Board John was Chairman of the Fonterra Shareholders’ Council and the Inaugural Chair of the Governance Development Programme.

 

He is also a director of Centre Port Limited and Centre Port Properties Limited.

He holds a number of farming directorships and is a trustee of the Wairarapa Irrigation Trust. John has dairy farming interests in the Wairarapa and Otago regions.


 

Nicola Shadbolt

Director

Nicola Shadbolt was elected to the Fonterra Board in 2009. Nicola is a Professor of Farm and Agribusiness Management at Massey University, serves on the Board of the Manager of the Fonterra Shareholders’ Fund and represents New Zealand in the International Farm Comparison Network in Dairying.

Nicola lives in the Pohangina Valley in the Manawatu, which is the base for the five farming and forestry equity partnerships she runs, which include two dairy farms.


 

Donna Smit

Director

Donna Smit was elected to the Fonterra board in December 2016. Donna lives and farms at Edgecumbe, and has built and owns seven dairy farms in Eastern Bay of Plenty and Oamaru.

Donna is a Director of Ballance Agri Nutrients and Kiwifruit Equities Limited and a Trustee of Taratahi Agricultural Training Centre (Wairarapa) Trust Board and a Trustee of the Dairy Women’s Network. Donna is a Chartered Accountant and was a company administrator at Kiwifruit Co-operative EastPack for 24 years.


 

Scott St John

Director

Scott St John was appointed to the Fonterra Board in 2016 and serves on the Board of the Manager of the Fonterra Shareholders’ Fund. He was the CEO of First NZ Capital (FNZC) for 15 years, stepping down from that role in early 2017.

 

He is now a Non-Executive Director of the FNZC Board, and chairs its Audit and Risk Committee. Scott has served on the Council of the University of Auckland since 2009 and was appointed Chancellor in 2017.

He is a director of Fisher and Paykel Healthcare and chairs that Board’s Audit and Risk Committee, and was recently appointed to the Board of Mercury NZ Limited. He is also Director of NEXT Foundation. 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.


 

Ashley Waugh

Director

Ashley Waugh was elected in 2015. Ashley is Chairman of Moa Brewing Company Limited and serves on the Board of Seeka Limited and the Colonial Motor Company Limited.

Ashley spent 10 years with The New Zealand Dairy Board followed by 8 years with National Foods in Australia including the last 4 years as Chief Executive Officer. Ashley lives on his dairy farm near Te Awamutu and has shareholding interests in Puke Roha Limited in Pokuru.


 

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