The recommendations include a reduction in the number of Westland Board Directors from 11 to eight (including a reduction in shareholder-elected directors from eight to five).
The three remaining independent directors are appointed by the board, and their competencies and suitability for the role will be transparent to shareholders.
A director ‘pipeline’ will also be developed with clear process for nurturing future Westland directors and governance leadership.
Westland chairman Pete Morrison said the recommended changes will better equip Westland for future opportunities and challenges.
Review after losses
The proposals follow a governance review conducted by a sub-committee of the board that included co-opted shareholders, directors and a governance consultant.
The review was sought by shareholders at last year’s annual meeting following criticism of the then board for its performance in a year that saw a NZ$17m (US$12.4m) loss and the lowest of any New Zealand dairy company payout to shareholders.
Morrison said the governance review was reported to the co-operative’s August board meeting and its recommendations accepted. The final requirement is ratification of the package by shareholders.
The vote will take place at a special general meeting in Hokitika on October 5; shareholders will be able to vote by proxy.