Constitution of - Fonterra

COMMENTS
Shareholders.
11.4 No interest on Distributions: The Company is not liable to pay
interest in respect of any Distribution.
11.5 Unclaimed Distributions: Dividends or other monetary
Distributions unclaimed for more than one year after the date
determined for payment, may be used for the benefit of the
Company until claimed. All dividends or other monetary
Distributions unclaimed for more than five years after the date
determined for payment may be forfeited by the Board for the
benefit of the Company. The Board shall nevertheless, at any time
after such forfeiture, annul the forfeiture and agree to pay a
claimant who produces satisfactory evidence of entitlement.
12. APPOINTMENT ROTATION AND REMOVAL OF
DIRECTORS
12.1 Number of Directors: There shall be:
(a)
(b)
not more than 9 Directors elected by Shareholders in
accordance with clause 12.2 or appointed by the Board
in accordance with clause 33.1; and
not more than 4 Directors appointed by the Board in
accordance with clause 12.4.
12.2 Election by Shareholders: Subject to clause 12.1, a person may
be elected or removed as a Director from the conclusion of an
annual meeting of the Company by a postal ballot of Shareholders
held in accordance with the written procedures adopted by the
Shareholders' Council from time to time for holding postal ballots
by Shareholders for the election or removal of Directors.
12.3 Qualifications of Directors: No person shall be elected as a
Director by Shareholders or hold office as a Director elected by
Shareholders in accordance with clause 12.2 unless he or she:
(a)
(b)
(c)
(d)
is a Shareholder; or
is a shareholder of a company that is a Shareholder;
is a member of a partnership that is a Shareholder; or
is a person having a legal or beneficial interest in, or a
right or entitlement to participate directly in the
distributions of, a body corporate that is a Shareholder;
and that person has signed a cConfidentiality dDeed and
Iindemnity in the form determined by the Board relating to
information he or she may receive in his or her capacity as a
Director. Only one representative of a company, or one member of
a partnership that is a Shareholder, or one of two or more joint
Shareholders shall be eligible at any time to hold office as a
Director.
12.4 Appointment by Board: Subject to clause 12.1, the Board may at
any time appoint a person to be a Director for such period, and on
such terms, as the Board thinks fit, provided however that the
Board may not alter the rights or powers of a Director appointed
pursuant to this clause. If the Shareholders do not ratify the
appointment of any Director appointed pursuant to this clause by
the first annual meeting of the Company following the appointment
of that Director then that Director shall cease to hold office at the
conclusion of that meeting. If a Director is appointed for a term
exceeding three years, then that Director's appointment shall be
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Constitution of Fonterra Co-operative Group Limited