12 January 2012

2 minute read

Oceania

A due diligence committee of the Fonterra Board of Directors is responsible for reviewing the design and implementation of TAF, and checking that all the pre-conditions on which shareholders voted can be met, said Fonterra Chairman Sir Henry van der Heyden.

Its members are: John Waller (Chair); John Wilson; David Jackson; Jim van der Poel; Nicola Shadbolt.

"The committee will produce a series of reports to the Board this year as it reviews progress on TAF, and ensure it stays true to the intent of the co-operative.

"A particular focus of the committee will be to ensure that the market is deep, liquid and readily available for farmer shareholders to buy and sell shares when they want.

"Another focus will be changes to DIRA.

"In all their deliberations, front of mind will be the Board's commitment to 100 per cent control and ownership.

"The committee is drawing upon a panel of advisors with deep understanding of the co-operative who will provide technical expertise and critical review," said Sir Henry.

The chairman of the Board's capital structure committee, John Wilson, has worked with management to attract a high calibre of international and New Zealand advisors to ensure that the model is thoroughly tested.

They include:

• Professor Michael Cook, Missouri University USA, who is an expert on co-operatives;
• Alan Galbraith QC, whose areas of practice include constitutional, commercial and securities law;
• Murray Gough, former chief Executive of the New Zealand Dairy Board;
• Paul Oldfield, a director at corporate law firm Harmos Horton Lusk;
• Eric Lucas, a partner at PricewaterhouseCoopers;
• Colin Giffney, who is on the board of the Financial Markets Authority and is deputy chair of the Takeovers Panel.

Fonterra will hold a round of meetings with its shareholders in late January - early February at which they will be updated on TAF.

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