Wednesday, May 20, 2009

Effluent Improvement System

Taranaki Federated Farmers Dairy applauds Fonterra for investigating ways to help reduce effluent non-compliance amongst its shareholders; however we have some concerns around how the new Effluent Improvement System (EIS) will impact on sharemilkers working on Fonterra supplying farms. Information from Fonterra explicitly states that Regional Council infringement notices and prosecutions will incur the Fonterra effluent deduction and Fonterra staff will not be involved in any decision about whether compliance or non-compliance has occurred. Fonterra also anticipates deductions will be directly in line with the existing payment structure the Company has in place for that supplier. This means that if grades are the responsibility of the sharemilker, Fonterra will deduct this amount from the sharemilker with no regard for where the fault actually lies. In the interests of equity, Fonterra needs to commit to negotiating with the Regional Council, the farm owner and the sharemilker every time there is an infringement involving a property that has a sharemilker on it before deductions are justifiably made. The lack of consultation from Fonterra staff before deductions are to be made and the method of these financial deductions are of concern to us because most sharemilking contracts require both farmers and sharemilkers to indemnify each other against effluent non-compliance because effluent non-compliance could be the fault of the sharemilker, farm owner or both.
In addition, if a sharemilker does incur a deduction from their milk payment for non-compliance, they would be unlikely to be eligible for the “relief” as they would not be required to undertake capital works to up-grade or improve the farm’s effluent system. It appears, therefore, that sharemilkers will be the ones that are penalised the hardest under this system. This is of concern to us given that, as a cooperative, Fonterra is bound to act with equity, treating people justly and fairly, and with social responsibility to ensure that key stakeholders, such as sharemilkers, are not disadvantaged or prejudiced against in policy development. Acting with concern for our key stakeholders (sharemilkers) plays a major roll in creating a modern cooperative culture. This group is likely to become the cooperative’s future members and by properly valuing them now they will become important ambassadors for our future cooperative success.

The Success and failure of cooperatives

The modern cooperative movement began in Rochdale, England at the end of 1844 as a way for workers to help themselves out of poverty and provide a future for their communities. Since that time, cooperatives have spread throughout the world and continue to promote sustainable economic and social growth. Globally, co-ops have more than 800 million members. They employ in addition 100 million people across more than 130 countries. The estimated economic contribution of the top 300 co-ops globally in 2006 was almost 1 trillion $US. To put this in perspective, this is about equivalent to GDP of the world’s 9th largest economy, Canada.

The top co-ops are some of the most successful large organisations globally, and provide their members with a level of economic and social support they would be unlikely to receive without them. Although cooperatives can be big business players, cooperatives also exist at the other end of the economic scale, acting as the financial lifeline for many third world people struggling to make a living. Regardless of their size, cooperatives play an important part in the world’s economies and support many people. The number of people who are benefitting from cooperatives is significant enough for the United Nations to assert in 1995 that, “Cooperatives contribute directly to improve the standards of living of half the world’s population.”

Cooperative structures vary in size and complexity, but here in New Zealand they are essentially formed by a group of smaller businesses or sole traders who identify a common need they have when operating in a larger market. Private businesses will sometimes come about to meet this same need, usually when an individual identifies this need as an opportunity to make money from others, or when the business community involved is not willing to participate cooperatively. As co-ops are formed to serve members’ needs, cooperatives have to be owned entirely by their members because any profit a cooperative makes is distributed back to its members and their communities, instead of going to outside investors who often have little or no connection to the community the co-op serves.

Regardless of the size or complexity of the cooperative, voting and the election of directors is usually conducted on the basis of one member one vote. This is because it is believed that all members play an important role in the overall success of the business, and therefore are entitled to an equal say. When a single member holds a larger financial investment in the co-op they should engage and communicate actively with the co-op to ensure their needs are addressed; not look to control the co-op with a dominating voting right.

Unlike shares in private business, the value of the membership share is usually fixed. In addition, these shares need to be withdrawable as membership to the cooperative should be voluntary. A successful cooperative should value the importance of membership and be continually responding to members’ desires to become involved in their business. The complexity of some cooperative structures comes about from a need to balance members’ rights to withdraw form the co-op and redeem their membership while providing the cooperative with some longer term capital to offer some financial stability.

As cooperatives are groups of people working together for their collective good, it is important that a strong and clearly defined set of values binds them together in a unified direction. How these values are implemented is up to individual cooperatives, but their existence should be at the bedrock of the organisation and underpin any activity of the cooperative.

The core cooperative values are:
Self-help: working together for a mutual benefit.
Self-responsibility: acting responsibly and playing a full part.
Democracy: where members control the organisation.
Equality: where members have equal rights, and according to their contribution have equal benefits.
Equity: treating people justly and fairly.
Solidarity: supporting each other and other cooperatives.

Cooperatives also hold a strong set of ethical values which should extend through the membership to it employee, suppliers, customers and the wider community. They are:
Honesty
Openness
Social responsibility
Caring for others

Strong cooperative and ethical values have lead to a set of cooperative principles that all cooperatives should hold. These principles flow from the values, the primary motivation of co-ops, and their unique operating structures. Following these values and principles should drive the way cooperatives approach business and if applied properly will promote the health of the cooperative, as well as offering guidance and direction for the cooperative members and its governors.

The seven principles of cooperatives are:
à 1st Principle: Voluntary and open membership
à 2nd Principle: Democratic member control
à 3rd Principle: Member economic participation
à 4th Principle: Autonomy and independence
à 5th Principle: Education, training and information
à 6th Principle: Cooperation among cooperatives
à 7th Principle: Concern for community

These cooperative principles are not only important in guiding the development and growth of cooperatives, they are also important in assessing the soundness of a cooperative and its chances of success. In 1999 Sir Graham Melmoth, the former Chief Executive of the UK Co-operative Group stated that, “Most failed Cooperative Societies over the last twenty years failed not only commercially but democratically as well.” His comments come about because democracy, the second principle, is seen as pivotal to the effectiveness of a cooperative and is the key indicator for assessing cooperative health. Ways of a measuring the vibrancy of the cooperative’s democracy are the voter turn-out, the number of contested elections, the average term length of directors, and how current directors support succession planning and emergent leadership. Are all members able to participate equitably and fairly, and how effectively are the values and principles of the co-op communicated to members, employees, customers and the wider community?

Cooperatives should have a strong value system and set of principles, a complex mission and operating structure, unique governance structures, and a requirement for different leadership skills from traditional private businesses. These unique qualities of a cooperative are there to serve its members and, if harnessed properly, provide a distinct competitive advantage.

Successful cooperatives are those that truly embrace their cooperative difference. They work towards meeting their cooperative and ethical values and strongly adhere to the cooperative principles. By doing this they effectively work for their members, through their members. Successful cooperatives see the importance of a strong and active membership and engage in activities that promote and enhance this. Cooperatives that fail do so because they lose sight of what it is that brings them together. They are unable to clearly see their cooperative competitive advantage and as a result start to act like a clumsy private company. What makes a cooperative fail is simply a failure to be a cooperative.

Effective Cooperative governance

When a member of a cooperative is newly elected to the board, they are taking on a demanding role which will require them to foster and enhance the relationship between the members of the cooperative who own the business and elect the Board that govern the business, and the management who manage the business for its owner members.

To manage this role and be an effective cooperative governor, individual board members have to uphold four duties as part of a code of conduct for directors. They are to undertake:
* a duty to obey the law
* a duty of good faith
* a duty to take care, and
* a duty to maintain the cooperative status of the organisation.

A duty to obey the law means that directors undertake to comply with or ensure the statutory requirements of the various Acts of Parliament imposed on them as directors, and on the business are met.

A duty of good faith is an undertaking to protect the interest of members by working in a manner that is truthful and honest at all times. Good faith ensures confidentiality when individual directors have no legal authority to disclose things that are not already in the public domain. It means always acting in the best interest of the cooperative and not using their position for personal advancement. A duty a good faith also includes working to avoid conflicts of interests and, if they arise, any material conflict of interest should be declared to the board and the members of the co-op.

A duty to take care simply means that each director should give the task their best. This includes reading board papers before meetings, attending meetings, taking advice from the executives and independent advisors, at the same time asking questions of them and challenging them, as well as undertaking ongoing relevant training.

Every board member in addition is responsible for maintaining the cooperative status of the organisation. This includes continuing to provide the goods and/or services that the cooperative was established to provide for its members, and ensuring that the business remains committed to cooperative values and principles.

To achieve a well-constructed cooperative board, the required skills of potential candidates should be clearly articulated to the members of the co-op so that appropriate members come forward for election. Elected board members are not expected to be experts, but rather to actively use and develop the expertise they have.

In following the directors’ code of conduct, board members should also undertake professional development training. It is not sufficient to rely solely on current knowledge and experience if they wish to carry out their responsibilities effectively in a continually changing environment.

Regardless of the skills required on a board, candidates for election to the board of a co-op should always come from its membership. An effectively governed cooperative will identify and articulate the skills required of potential candidates to ensure the right balance of skills and experience sit around the board table. That these governors are elected from the membership base is important as it means the membership is at the centre of a cooperative’s governance and ensures that cooperative principles and values will continually underpin governance.

When a governance board works to uphold cooperative values and principles they should use them to support the development of a strategic framework. This should be a cyclical process that involves setting a vision and strategy for the business. The implementation of the strategy and vision should have clear targets that are clearly communicated to both management and the members.

An effective board monitors the implementation of this plan, gathering feedback and reviewing it. It will learn from the feedback and adjust their vision and strategy to ensure their members’ interests are maintained. This process forms the bedrock of effective cooperative governance.

An effective cooperative board comes from its membership. They will develop a robust strategic framework that grows the cooperative for the mutual benefit of all its members who collectively own the business. They will work to uphold the cooperative values and principles, ensuring the competitive advantage of being a cooperative is maximised and assets remain robust and in trust for future generations.

Trust

Golbaldairytrade is Fonterra’s new on-line milk powder trading platform. It was launched in 2008 as part of the Board’s strategy to offer greater transparency around the true value of milk and so shareholders could more accurately measure the price of milk in their final payout. Since its launch, world commodity prices have plummeted. Critics of Fonterra have been quick place responsibility, perhaps not so much for the decline in commodity prices, but for more the speed and levels to which they are falling at the feet of globaldairytrade., So concerned, the Chairman of the Independent Milk Processors Association, Wyatt Creech, wrote an open letter to Fonterra farmers calling for them to demand a review to the Board’s decision to introduce this new and untested auction system at this time in the commodity cycle. So is there cause for concern?

When I ask farmers how they think Globaldairytrade.com is performing, the message I get is that they don’t really understand how it works, or how its success could be measured. Interestingly, when I have asked industry analysts the same question, I get the same response. This leads me to ask three questions. Why is there not more information available on the objectives of Globaldairytrade? How does it actually work to achieve these objectives? And finally, if the success of the online auction is so hard to measure, how has the Board developed meaningful risk management and key performance indicators for them to assess its ability to meet their objectives and adding value to the cooperative?

To me, the only clear objective of globaldiarytrade is to offer greater transparency around the true value of milk. In their own discussion document to Fonterra Networkers, the Board argues that as the price generated by globaldairytrade is a function of supply and demand, “shareholders can be confident of Fonterra getting the best prices at each trading event.” It is not clear on how they reach this conclusion. Firstly no-one outside Fonterra is entirely sure how many buyers are eligible to trade on-line, or how many of these eligible buyers are participating in each event. Being able to measure this would add confidence to this argument. In the same discussion document Fonterra say, “it simply provides a means by which all our customers are gathered in one spot to compete for product.” Yet a Fonterra Director has conceded to me that bidding at each trading event is optional. This means that even if buyers are signed up, they can just watch others bid for the basic commodities, then when the event is finished, use the price achieve at auction as the starting price for contract negotiations. Whether the ability for customers to do this was part of the design or has happened by default is not clear. A review would clarify this issue, and answer questions around who the transplant prices benefit most and, whether a transparent milk price is in fact the true value of milk.

When it comes to the governance of the auction platform, shareholders can only trust that the Board’s performance criteria and risk management assigned to globaldairytrade is robust. But herein lies the problem. Trust. The introduction of globaldairytrade comes at the end of a rocky year for the cooperative members. They have felt devalued by the Board following the capital structure review. Betrayed by the Board’s initial embracing of contract milk supply as a solution for inaccessibility to shared membership for some suppliers, then shocked to discover that the board’s risk management policies lacked adequate robustness as the San Lu disaster unraveled. When trust is gone, you have nothing. For the sake of the cooperative I hope the Board can rally and begin to repair some of the damage that has been done to credibility over the last 18 months. Open and honest dialogue with cooperative members to ensure they understand the objectives of globaldairytrade, and all the identified risks and benefits they could expect would go a long way towards making this happen.

The Board is a servant of the cooperative who in turn is a servant of its members. Globaldairytrade is a tool created by the board to assist them with their job. The members need to trust that their directors have the right tools to do their job, and the humility to honestly review the caliber of the tools and adjust the tool kit accordingly. In turn, the directors need to trust that the members have the capacity to understand and offer valuable feed-back on them to support the Board’s performance. If the cooperative’s leaders can’t make this happen then some dramatic steps need to be taken by shareholders to ensure trust is restored; for the sake of confidence in the cooperative’s performance, principles and future. Federated Farmers has asked for a review of the GlobalDairytrade, without that review, we farmers cannot begin to repair that confidence.

Tuesday, December 18, 2007

The Board's PR Process

The Fonterra board has a very slick and proven PR process that they use. They present a highly rehearsed presentation that is high in gloss and low in detail. They present only details in a broad context of what they are explaining. In doing this there is no detail to dig around in or theories to question. Once this basic information is out in the open it is always questioned by both farmers and dairy commenters alike with many assumptions made confusing the counter arguments. Fonterra’s response is to keep repeating their basic messages, rather than to elaborate or acknowledge they have heard what is said. For example, The strategic plan: When it was questioned how behind boarders milk would add value to NZ milk the response was always the same: “Cross boarder trade only accounts for 1.2% of all dairy product traded. The biggest growth will be in fresh liquid dairy.” Often the accompanying figures would also be included. On the preferred option: Farmers expressing concern that the nature of the corporate would force them to reduce their shareholding level in the company and therefore their control, they roll out, “Any decision to go below 50.1% must be approved by shareholders with a 75% majority shareholder vote – and that could be 20 – 30 years away.” There is no elaboration on what market conditions could be present that would lead to that vote, what would happen if the vote failed, or any further explanation as to why that 50.1% level needs to be movable. (And to say we can’t legislate from the grave is not the right answer Mr. Van der Hayden.) Anyway this will go on for a while, along with the promise of more information to come. Once farmers agree they understand the information in front of them the board will shut the whole debate down from their end and nothing will be heard until the next installment of the saga, ie the milk pricing mechanism. The announcement of the milk price will be conducted as above and if any queries are raised about the float structure they will be met with, “There was general agreement amongst farmers in the last round of consultation that this was the direction they want to see Fonterra go down.” Which should actually be read as, “There was general agreement amongst farmer that they understood the information in the last round of consultation and would like more detail before deciding that this is the direction they want to see Fonterra go down.”
So my message to farmers is be aware of their PR process and demand more detail. Tell them what you already know and ask them to elaborate on risks associated with floating as well as the positive points.

Monday, December 10, 2007

Validity of Strategic Plan

I am still not convinced on the Board’s strategy. I am still unsure as to how it is going to add value to NZ milk. I can see that if management can pull it off, it would add value to Fonterra, but surely it is to maximize returns on our milk that Fonterra was originally set up. Extra ventures that Fonterra undertake should just be supporting this end. I am still to be convinced of the wisdom of throwing large amounts of money into Chinese dairy production. I know the statistics presented by the board earlier this year on the growth in demand in China are impressive and certainly warrant a second look at that opportunity. However further investigation of the statistics reveal something very interesting that was never mentioned by the board. Although there is a dramatic increase in demand across the whole of China, individual consumption levels are at around 20lts fresh milk equivalent per person per year. This does mean that there is plenty of room for increases in personal consumption, however it also means that if there is a rise in grocery prices in China, dairy products can be easily dropped out of the diet because they account for very little of it. As the Chinese currency is pegged against the USD, the cost of food in China is rising quite considerably and now the pressure is coming on that all important discretionary spending to keep dairy sales in China growing. The truth is China is not the sure bet the Board would have you believe. Perhaps we should spend more effort working on the areas of core competencies and tread carefully in these unpredictable markets. Perhaps the urgent leap into new horizons is the excuse to make the capital structure changes, rather than the driver for them. This thought is echoed by the directors in their own Capital Structure book when they say, “The current capital structure will not support Fonterra’s strategy… (and)…doing nothing would mean retreating from our current position as a dairy company with global cow-to-customer reach…(and)… Fonterra would become a regionally-focused commodity player.” I would suggest that any backwards steps by Fonterra would be more a result of short coming by the board and senior management rather than a failure to remove ownership away from the farmers, and this whole argument smacks of a threat rather than rational business reasoning.

Friday, November 23, 2007

Farmer control

A farmer’s ownership in Fonterra is not just part of their investment portfolio. Fonterra is an extension of their business. Without Fonterra collecting and processing their milk, and providing them with the best return possible, their milk would be worthless. It was to protect these fundamental rights of the producer from profit driven private processes that co-ops were originally set up. As the co-op is in essence part of a farmer’s business, having a good level of control over the decisions make within the co-op is critical to the long term success of each individual farmer’s business. Under the preferred option announced by the Fonterra board two weeks ago, the board is asking farmers to put all their voting rights together to become one shareholder, the farmer co-operative. What our board has conveniently brushed over is that although the co-op will be the majority shareholder, individual farmer will not get a say. The farmer control that the Board emphasizes so heavily will be exercised exclusively through the co-op’s board and not through individual farmer votes. The performance of Fonterra’s board would be monitored by the board of the co-op and if the board of Fonterra wanted to make constitutional or strategic changes they would need to get the support of the co-op’s board. This is were the devil is in the detail; the board of the co-op will be largely the board of Fonterra. This leaves the whole process without any of the usual check and balances around the governance and strategic planning the board should have. It also means that suppliers are stopped from having any direct influence over the way Fonterra chooses to operate.
Although there are many things I like and don’t like about the preferred option, having to hand all my rights as a shareholder over to the board of the new co-op affects my farming business too much and is a deal breaker as far as I am concerned. I was told that within Fonterra there is a saying, “Co-ops are always a dollar too short and a day too late.” Implying that co-ops never have enough money because capital is linked to milk supply and it takes too long to make any decision because of the high level of consultation required in dealing with so many supplying shareholders. With board members upholding a culture that encourages opinions like this to justify underperformance, this whole capital structure review smacks, at least in part, of a move by the board to get around the issue of shareholder consultation. I would suggest that a lack of freedom for the board to make decisions is not the root of Fonterra’s problems, but is rather a result of a Board and Chairman lacking in strong leadership and hands on governance. Farmers are not idiots and know when they are being played. As my husband said when he initially heard the preferred option, ‘It sounds too good to be true.” Perhaps there is some truth in the saying, “All that glitters is not gold.”