FIVE Warrnambool Cheese and Butter (WCB) directors and two associate directors will lose their positions in a proposed board shake-up following the company’s takeover by Saputo.
The Canadian owner of 87.9 per cent of the Allansford processor has requested a number of modifications to the WCB constitution, including reduction of the board to five directors from its present nine plus two associate directors.
Under the proposal two representatives from Saputo, including chief executive Lino Saputo jnr, would hold two of the positions.
WCB chief executive David Lord would continue in that role but no longer be on the board of directors.
The changes will be considered at a general meeting on May 9.
A change of the WCB constitution is needed to remove the requirement for a minimum of nine directors, including no fewer than four supplier directors.
The proposed new board would include two supplier directors.
Under the proposal, the new board would consist of Saputo chief executive and chairman Lino Saputo jnr, Saputo executive vice-president finance and administration Louis-Philippe Carrière, current WCB chairman Terry Richardson and current directors Bruce Vallance and Neville Fielke.
Directors Andrew Anderson, Kay Antony, Michael Carroll, Robert Lane and Ray Smith, as well as associate directors John McLean and Bruce Morley, would lose their positions, with Mr McLean — a former chief executive — to be retained as a consultant.
Saputo’s bidder’s statement sent to shareholders during the takeover process flagged the company’s intention to seek WCB board positions for its executives, while retaining some of the existing directors. It is proposed that the new board will come into effect from the close of the May 9 meeting.
The directors losing their positions receive salary, fees and superannuation packages ranging from $72,400 to $75,600 per annum, while associate directors are paid $60,696, with John McLean receiving $120,000 including consultancy fees.
WCB remains listed on the Australian Securities Exchange (ASX), thanks to Japanese company Lion holding sufficient shares to block a full takeover by Saputo. WCB therefore has to meet all reporting and processes required of a listed company.