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Shareholders' Council approves changes

17 June 2005

Shareholders' Council approves changes to Fonterra Director Elections

The Fonterra Shareholders' Council has approved changes to the process for electing Directors to the Fonterra Board.

The Council sets the rules for the Director Elections and the changes follow a review of the process undertaken by a taskforce of Councillors. The Director Elections Taskforce consulted with Fonterra shareholders before developing final recommendations for the Council to consider.

The Council has approved the implementation of a Candidate Committee for the 2006 Director Elections.

The role of this committee will be to evaluate candidates and assess their suitability for a Board position. The committee will not rank candidates but it will inform shareholders of which candidates are considered capable.

Candidate participation in the committee process will be compulsory, however the outcome of the committee evaluations will not restrict candidates from standing for election.

Candidates will be able to withdraw from the process in confidence following the committee evaluations. It is intended that the committee will provide candidates with feedback on evaluations and areas for development.

Further changes include introducing a cap on candidate campaign expenditure and the introduction of more comprehensive written information about candidates and their skills for the 2005 Director Elections.

Director Elections Taskforce Leader Blue Read said: "The aim of these changes is to strengthen the Fonterra Director Elections process. Shareholders' right to elect Directors is considered non-negotiable and the focus of this review has been on developing changes that achieve a balance between democracy and the commercial needs of our co-operative.

"These changes will assist shareholders to make a more informed vote by providing greater information about candidates and their skills. The measures will also make the process fairer and more transparent for both candidates and shareholders."

The taskforce will now finalise details of the changes to be implemented for the 2005 Director Elections. Terms of Reference for the Candidate Committee will also be developed. These will define the committee's operating procedures, committee membership and evaluation guidelines.

ENDS

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