Proposed changes to the Board structure and electoral areas of Lakeland Dairies are to be brought before a Special General Meeting (SGM) of the co-operative in September.
This follows the Board’s unanimous approval of recommendations made by a corporate governance sub-committee established to review the rules of the Society after the merger between Lakeland Dairies and LacPatrick Dairies was completed in 2019.
Lakeland Dairies has written to all shareholding members with notice of the SGM which will be held on 2 September next. The Board had intended on holding the SGM in May but due to the ongoing COVID-19 public health crisis, has decided to convene the meeting for September.
As provided for in the Rules of Lakeland Dairies Co-operative Society Ltd., the Board established a Governance Sub-Committee - chaired independently by Teddy Cashman with six members of the current Board – to carry out a review of shareholder representation and governance arrangements in the New Society.
Following an extensive consultation process throughout the co-operative and deliberation over several months, the sub-committee reported to the Board with recommendations on new governance structures which the Board approved on 13 February and is unanimously recommending to members at the SGM in September.
In summary, the main recommendations are as follows:
It is proposed that the Society adopts a new Rule book incorporating the recommended changes. The new Rules are based around the existing Lakeland Rules and include the following modifications:
- The current Electoral Areas will be replaced with 13 new Electoral Areas, based on milk supplier Members, with a broadly equal number of milk supplier members in each electoral area in the Republic of Ireland and each electoral area in Northern Ireland. Each Electoral Area will be represented by one Board member, with 8 Electoral Areas in the Republic of Ireland and 5 in Northern Ireland.
- Each Electoral Area will be divided into Sub-Areas, with 3 Sub-Areas per Electoral Area in the Republic of Ireland and 2 Sub-Areas per Electoral Area in Northern Ireland.
- Following from the merger in 2019, the current Board has 22 elected members and it is proposed to reduce this to 13 (one per electoral area) with the option to also co-opt up to 3 directors.
- To avoid wholesale changes to the important role of the Board, e.g., by running all 13 elections at once, the elections will instead be held on a phased basis. Eight of the new electoral areas currently with more than 1 Board member will hold elections in November 2020 and the remaining 5 new electoral areas will hold elections in November 2021.
Various provisions around the length of term a director can serve should he/she win one of these first elections are set out in detail in a circular sent to members. Following from this set of first elections it is proposed to change the maximum number of years that a Member may serve as a director of the Society from 12 years (3 x 4-year terms) to 10 years (2 x 5 year terms).
Announcing the SGM, Alo Duffy, Chairman of Lakeland Dairies said:
“The merger that we have collectively and co-operatively achieved has been a success for our 3,200 farm families spread across 16 counties in Northern Ireland and The Republic of Ireland. This has enabled us to go from strength to strength and its success to date is now instrumental in our capacity to deal with the current challenging times facing us all.
“The Board, through the Governance Sub-Committee” has used the time since the Merger to review our corporate governance to ensure that our democratic and leadership structures will continue to serve the best interests of all our members into the future and the Board is unanimously recommending these resolutions. I am grateful to the independent Chairman of the Governance Sub-Committee Teddy Cashman and the members of the sub-committee for the very thorough and diligent process they have carried out in bringing forward these logical and practical proposals.”