Delegates to Saskatchewan Wheat Pool’s annual meeting this week will approve changes to the company that will take it even further from its co-operative roots.
But president Marvin Wiens said a healthy co-op is a financially successful one, and the board and management have to run the pool more like the large publicly traded corporation it is.
“We’ve been moving to that for a long time,” Wiens said.
For example, as a traditional co-op, the pool’s directors held regular monthly meetings.
They now meet quarterly, although the recent financial restructuring meant meeting more often.
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“Management are given a direction. The board provides that direction,” Wiens said, and quarterly in-depth reviews keep the board apprised of progress.
“That’s normal structure.”
The changes go beyond that.
This week the delegates will vote on a new board structure that will see it composed of eight farmer-members and four independent directors. Right now, there are 12 farmer directors and two outside advisers.
Asked last week if the change is a given, Wiens said it never crossed his mind that the delegates wouldn’t approve.
He said they have talked about the issue by conference call.
“It’s a well-discussed item,” Wiens said. “They see it as way to strengthen our board.”
The independent directors will be expected to have expertise in finances, legal issues, international trading, mergers and acquisitions, restructuring and joint ventures.
Wiens said he expects they will be Canadians, with experience as chief executive or chief financial officers. However, he doesn’t rule out American directors.
He doesn’t believe their presence will diminish the farmers’ role. The board chair must be chosen from among the farmer directors, although the vice-chair will be an independent.
“We have a strong member portion of the board that brings the understanding of the business from the farm perspective.”
Wiens also said the governance changes will help the company meet Toronto Stock Exchange requirements.
The TSX requires someone with a financial designation, such as an accounting designation, to be part of a company’s audit committee.
“We don’t meet that criteria right now,” Wiens said.
As for delegates, Wiens said their role is evolving. The 10-day annual meetings are long gone, and they will complete their business in just two days this week.
They are expected to be positive spokespersons for the pool, Wiens said, and will still help develop pool policy.
“We haven’t had the time or resources in the world we’ve been living in to focus on policy,” he said.
Once a major policy force, the pool has been steadily moving away from voicing its opinions since it went public in 1996.
It remains supportive of the Canadian Wheat Board and the monopoly, but Wiens said the board now believes the place for debating grain marketing issues lies within the farm community and the CWB farmer-elected board.
It’s also a business decision.
Wiens said the pool wants to deal with all farmers, regardless of what those customers think about the wheat board. As a result, it will be publicly neutral while understanding that a significant portion of its customers do support the monopoly.
He said the delegates’ most important role is to elect directors. Their support was evident at the recent round of meetings held for bondholders, but attended by many members.
Delegates will also approve a new map this week, cutting the number of pool districts to eight from 12. The number of delegates will remain at 105.
Delegates will elect farmer directors to three-year terms: three one year, three the next and two the next. The independent directors will have yearly terms.
The new compensation committee will set their salaries.
