There are 25 Shareholders’ Councillors, elected to represent the interests of Fonterra’s farmer shareholders. Each Councillor is elected by farmers within the ward they represent.
The functions of the Fonterra Shareholders’ Council are set out in clause 16 of the Fonterra Constitution, and include:
The Council reports on its view of the Company’s direction, performance and operations.
Each season the Council reviews the Board’s Statement of Intentions (SOI) for the performance and operations of Fonterra. It tracks performance against budgeted SOI targets for key performance measures.
The Council meets regularly with the Board and Management to discuss Fonterra’s performance. Each year the Council reports to all Shareholders with an assessment of Fonterra’s performance and operations for the season.
The Council represents the views of Fonterra farmer shareholders. The Council consults frequently with farmers, and meets regularly with the Board to ensure Shareholders’ voices are heard and considered.
This is particularly important when major change is proposed or significant issues are being addressed. The Council also provides a Shareholder perspective when new policy is being developed.
The Council provides learning and development opportunities for Fonterra Shareholders to increase understanding of the Co-operative and its operations. It also administers training programmes for prospective Directors and Councillors.
The Council appoints an independent Milk Commissioner, in consultation with the Minister for Primary industries, to consider and facilitate resolution of Shareholder complaints with the Co-operative.
The Council also has the right to make two appointments to the Milk Price Panel, which works to set the Fonterra Milk Price each year.
The Council determines the Directors’ Election process and sets the rules for the Fonterra Director and Directors’ Remuneration Committee Elections. It appoints an independent Returning Officer to provide election services for these Elections.
The Fonterra Shareholders’ Council meets at least six times a year to conduct business, debate and determine policy, and receive updates on relevant Co-operative matters from members of the Board and Management.
The Council’s annual work programme is determined by its core functions set out in the Fonterra Constitution and by topical issues of importance for Fonterra Shareholders.
Workstreams, including policy development, are considered and formulated by three committees – Performance, Co-operative Culture, and Governance and Ethics – before recommendations are put to the full Council for deliberation. Project teams are established as required to address specific issues.
In addition to the three committees, both the Council and Board have representatives on the Nominations Committee and the Governance Development Committee.
Three Shareholders’ Councillors attend meetings of the Co-operative Relations Committee.
The Council also engages with other key stakeholders on matters affecting Fonterra Shareholders, and is supported by an executive team based in Auckland, New Zealand.