Constitution of - Fonterra

COMMENTS
meeting of Shareholders shall allow a reasonable opportunity for
Shareholders at the meeting to question, discuss, or comment on
the management of the Company. The Shareholders may pass a
resolution relating to the management of the Company at that
meeting but the resolution will not be binding on the Board.
16. SHAREHOLDERS' COUNCIL
16.1 Establishment of Shareholders' Council: Subject to casual
vacancies there shall be a Shareholders' Council of not fewer than
25 Councillors which shall be elected in accordance with the bylaws
of the Shareholders' Council. The Shareholders' Council shall
have the following functions:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
working with the Board to develop the Company's cooperative
philosophy;
adopting from time to time such written procedures as
the Shareholders' Council thinks fit for holding a postal
ballot of Shareholders for the election and removal of
Directors pursuant to clause 12.2;
approving the Company's mission statement and values
as proposed by the Board. After such approval, the
Company's mission statement and values may not be
changed by the Board except with the consent of the
Shareholders' Council;
receiving from the Board and reviewing the Board's
statement of intentions for the performance and
operations of the Company for each Season;
receiving and commenting on reports from the Board on
the Company's consolidated and key business unit
operations at least four times each Season, such reports
to include a commentary on actual achievements
compared with the Board's statement of intentions for
the performance and operations of the Company for that
Season, and the Company's key performance
indicators;
representing the views of Shareholders;
preparing the Shareholders' Council's programme and
budget for each Season and, at each annual meeting of
the Company:
(i)
presenting that programme and budget to
Shareholders for approval;
(ii) reporting on the activities of the
Shareholders' Council in the preceding
Season;
(iii)
(iv)
reporting on the view of the Shareholders'
Council as to the Company's direction,
performance and operations including a
commentary on actual achievements
compared with the Board's statement of
intentions for the performance and operations
of the Company for the most recently
completed Season;
presenting the Milk Commissioner’s report for
the most recently completed Season provided
that, at the Milk Commissioner’s discretion,
PAGE 24
Constitution of Fonterra Co-operative Group Limited