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 companies. 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 farmer shareholders for the overall performance of the Co-operative. Specific functions of the Board include:
- Governing Fonterra, including its control, accountability, decision-making and compliance procedures.
- Reviewing the dividend policy and declaration of the interim and final dividend.
- Determining the payment to be made for milk supplied by shareholders.
- Approving Fonterra’s strategy, business plans and policies.
- Appointing the CEO and reviewing the CEO's performance.
- Delegating authority to management and monitoring the exercise of that authority.
- Approving and monitoring the progress of major capital expenditure, capital management, and major acquisitions and divestments outside management's delegated authorities.
- Establishing Fonterra’s Risk Appetite Statement and risk profile.
- Approving Fonterra’s sustainability strategy, key sustainability initiatives, frameworks, targets and policies, and monitoring performance against sustainability targets.
- Monitoring performance against Fonterra’s innovation and research and development goals and reviewing progress against agreed metrics.
- 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.