Three farmers have been named as Silver Fern Farms directors on a new eight-member board, should shareholders approve the sale of half the company to rural servicing company PGG Wrightson.
It is proposed the new board has four Silver Fern Farms (SFF) directors, including the chairman, and four from PGG Wrightson, should farmers support the proposed $220 million sale.
Shareholders who have transacted with SFF since October 1, 2006, can vote by post or in person at a special meeting to be held in Dunedin on September 8, after which the result should be known.
If approved, the merged company would start business from October.
SFF proposes its four directors be chairman Eoin Garden, Joe Ferraby, Rob Hewett and independent director and current deputy chairman Richard Somerville.
PGG Wrightson's directors would be Craig Norgate, Baird McConnon, Tim Miles and Keith Smith.
Mr Norgate and Mr McConnon represent PGG Wrightson cornerstone shareholder Rural Portfolio Investments, Mr Miles is managing director of PGG Wrightson and Mr Smith is a director of the company but also chairman of The Warehouse Group, Tourism Holdings and NZ Farming Systems Uruguay, among other directorships.
SFF has a 12-person board, of which 10 are farmers - two from the North Island - while two are independent.
Mr Garden has been on the board since 1998 and succeeded Reese Hart as chairman earlier this year, Mr Ferraby has been a director since 1988, Mr Somerville was appointed in 2004 and Mr Hewett was elected this year.
SFF proposes three of the four farmer-elected directors would retire by rotation with a national vote of shareholders held to determine their representatives.
The fourth farmer-appointed director would be appointed by a newly formed shareholder's council, initially comprising the balance of SFF directors and chaired by Angus Mabin.
Joining Mr Mabin would be Murray Borthwick, Rupert Curd, Ian Grogan, Bill Luff, Bruce McNab, David Shaw and Herstall Ulrich.
Mr Garden said the proposed new board had a level of business acumen and international experience not previously seen in the meat industry, while the structure ensured farmer control of the co-operative.
That control would be assured by six of the eight directors being needed to support a board resolution while approval needed 50% of farmer suppliers for any shareholder's resolution, in addition to PGG Wrightson's approval.
PGG Wrightson could not on its own carry any shareholder resolution using its 50% shareholding interest.
