The Fonterra Shareholders’ Fund (Fund) is a registered managed investment scheme under the Financial Markets Conduct Act 2013.
Units are listed on the NZX Main Board and on the ASX, and are able to be freely bought and sold in the same way as any other listed security.
Outside investors who are not allowed to hold shares in Fonterra are able to invest in units in the Fund which gives them access to economic rights (such as distributions and capital movements), similar to those of a share.
John Shewan was appointed chairman of the FSF board in November 2012.
He is an independent director, and in addition to FSF currently serves on the boards of Munich Reinsurance Australasia, China Construction Bank and the Wellington Regional Stadium Trust, which he chairs.
He is also an Adjunct Professor in the Business School at Victoria University.
Pip Dunphy has worked as a non-executive director for the last 10 years in a variety of different industries and companies.
Pip currently chairs the Boards of First Gas Limited and associated companies and is deputy chair of Abano Healthcare Group Limited and Transpower New Zealand Limited. She was previously a member of the Boards of Chubb Insurance NZ Limited and NZ Superannuation Fund.
Kim Ellis was the Chief Executive Officer of listed company Waste Management NZ for 13 years, until its sale in 2006.
Kim currently chairs the Boards of New Zealand Social Infrastructure Fund, Turner Family’s Sleepyhead Group Limited and Metlife Care Limited.
Kim also holds directorships in Freightways, Ballance Agri-Nutrients and the Port of Tauranga.
Board Responsibilities Farmer-elected Director, Member of the Co-operative Relations Committee and the People and Culture Committee.
Term of Office Elected 2017.
Andy Macfarlane was elected to the Fonterra Board in 2017. Andy was a farm management consultant for 38 years. He is a Councillor of Lincoln University and a Director of Ngai Tahu Farming and ANZCO.
Andy is an active member of the International Farm Management Association (IFMA), Global Dairy Farmers and New Zealand Institute of Primary Industry Management (NZIPIM). 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.
Andy 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
onna was appointed to the Fonterra Board in 2016 and serves on the Board of the Manager of the Fonterra Shareholders’ Fund.
Farmer-elected Director, Member of the Audit and Finance Committee and the Co-operative Relations Committee.
Donna Smit 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 Kiwifruit Equities Limited 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. Donna’s strong focus on financial and risk management has been built through her extensive business experience and financial background, and complements her deep dairy farming experience. CA
Unitholders are entitled to attend and vote at unitholder meetings, and to elect three directors of the Manager of the Fund.
Unitholders do not have any right to attend or vote or request the Fonterra Farmer Custodian to attend or vote, at any meeting of farmer shareholders. The Fonterra Farmer Custodian also does not have any voting rights at meetings of farmer shareholders, except on certain interest group resolutions. Situations, where interest group resolutions are required, are expected to be rare.
Under the Trust Deed, no Unit Holder and its associates (excluding Fonterra) can hold, or have a “relevant interest” in, more than 15% of the Units on issue or 15% of the voting rights in the Fund, whichever is lower.
The Trust Deed also contains enforcement provisions to ensure compliance by Unit Holders with this restriction. If Fonterra determines that a Unit Holder is in breach of this restriction, Fonterra may determine that the unit holder is not entitled to vote some or all of the units it holds in breach of the restriction and can require that the unit holder dispose of the units held in breach of the restriction. If the Units are not disposed of, the Manager or Fonterra can arrange for their disposal.
The Fund Size Risk Management Policy is designed to address the following requirements:
It is important to note that a change in the number of units on issue does not, of itself, result in a dilution in per unit measures of financial performance (such as distributions per unit or earnings per unit). That is because changes in the number of units on issue need not (and typically will not) reflect any change in the number of shares on issue.
The Fund Size Risk Management Policy can be found in the Fund Prospectus on pages 122 – 123.
Fund Prospectus and Investment Statement
FSF Management Co. Ltd. Board Charter
FSF Management Co. Ltd. Code of Conduct
FSF Management Co. Ltd. Audit Committee Charter
Below are details of NZX exchange waivers that have been granted in respect of the Fund.
View Waiver summary
Fonterra Shareholder’s Fund Annual Report 2020
Fonterra Shareholders' Fund Interim Report 2020
Fonterra Shareholders' Fund Annual Meeting 2019 Recording
Fonterra Shareholders' Fund Annual Meeting 2019
Fonterra Shareholders' Fund Notice of Meeting 2019
Fonterra Shareholders' Fund Annual Report 2019
Fonterra Shareholders' Fund Interim Report 2019
Fonterra Shareholders' Fund Annual Meeting 2018
Fonterra Shareholders' Fund Notice of Meeting 2018
Fonterra Shareholders' Fund Annual Report 2018
Fonterra Shareholders' Fund Interim Report 2018
Fonterra Shareholders' Fund Annual Meeting 2017
Fonterra Shareholders' Fund Annual Report 2017
Fonterra Shareholders' Fund Interim Report 2017
Fonterra Shareholders' Fund Annual Meeting 2016
Fonterra Shareholders' Fund Annual Report 2016
Fonterra Shareholders' Fund Interim Report 2016
Fonterra Shareholders' Fund Annual Meeting 2015
Fonterra Shareholders' Fund Annual Report 2015
Fonterra Shareholders’ Fund Interim Report 2015
Fonterra business updates and financial results.