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Governance

At the 2018 Annual General Meeting, shareholders voted unanimously to change the structure of the Farmlands Co-operative Board.

The decision allows Farmlands to adopt a new Board structure comprised of three North Island Shareholder Directors, three South Island Shareholder Directors and three Independent Directors (geographically fluid).


At the time of publishing, the results of the 2020 Director Election have not been announced. However, we will soon have made the final adjustment required to align our new Board structure.


This year’s Director Election has two vacancies in the North Island. To make the final adjustment into our revised structure, the candidate that polls the highest will be elected for a 3-year term, while the candidate who receives the second highest number of votes will sit for a 2-year term.


By taking this approach, from next year each annual Director Election will consist of one North Island and one South Island Director retiring by rotation.


These changes allow for increased diversity of backgrounds and experience at our Board table. We continue to foster an increased rural governance talent pool through To The Core, held in conjunction with Silver Fern Farms. We have rescheduled this year’s edition in the wake of COVID-19 but growing the skill-set of prospective Directors remains a priority for our Board. An example of this is our Board Observer programme. Now into its fourth rotation, the Board Observer programme continues to provide a front row seat to how our co-operative – and a leading New Zealand business – is governed.


Board Responsibilities

The Board has responsibility for the affairs and activities of the co-operative, while the day to day operations and administration are delegated to the Chief Executive.
 

The Farmlands Board follows best governance practice and the four pillars of governance, as advocated by the New Zealand Institute of Directors, establish the basis for that best practice.
 

The four pillars are:

  • Determination of purpose
     

  • An effective governance culture
     

  • Holding to account
     

  • Effective compliance
     

More specifically, the responsibilities include directing and supervising management in the following areas:
 

  • Ensuring that the co-operative’s goals are clearly established and strategies put in place to achieve them
     

  • Establishing there are policies to improve performance
     

  • Monitoring the performance of management
     

  • Overseeing and monitoring the co-operative’s financial position
     

  • Ensuring that the co-operative adheres to appropriate values, ethics and corporate behaviour
     

  • Ensuring that there are risk management and compliance policies in place
     

Board Committees
The Farmlands Board operates two multi-director committees:

 

  • Audit and Risk Management –
    Julie Bohnenn (Chair), Sjoerd Post, Chris Dennison, Dawn Sangster, Rob Hewett

     

  • People and Performance –
    Warren Parker (Chair), Nikki Davies-Colley, Gray Baldwin, John Journee, Rob Hewett


The Audit and Risk Management Committee assists the Board in matters relating to auditing, financial reporting and risk.


The People and Performance Committee provides guidance to the Board and the Executive team on the development of Farmlands’ people and governance strategies. The Committee’s functions include recommending to the Board the Chief Executive’s and his direct reports’ annual goals, performance evaluation and remuneration and recommending remuneration of Directors to shareholders.


Board Meetings
Farmlands Board meetings are generally held monthly, with extra meetings held if required.


Management reports from across the business are provided to Directors prior to the monthly meetings. Senior management from the co-operative are introduced to answer specific queries on those reports and to provide insight into relevant issues.

Chairman's Address

Changes to Financial Reporting