Why Spierings must pay back his bonus

Given mess giant is in ex chief must at least decline last payout

What a mess Fonterra is. Not quite the broken mess that some fear, where break-up occurs rather than the current painful and hopefully disciplined retreat from a lot of things that Fonterra got wrong.

Ex-chief executive Theo Spierings will never have to work again, having taken the thick end of $40 million in salary and bonuses during his seven years in the saddle, which ended in July last year.

Fonterra media minders are feeling besieged and won’t disclose how much he’s still owed in the third of three annual bonuses totalling $4.43m. It looks like a bit more than $1m, but we have to wait till next month’s annual report for the detail.

This sort of tin-eared carryon should not be happening under the stewardship of Spierings’ replacement, Miles Hurrell, a Kiwi whose appointment seems to be one of the few good things to happen at Fonterra in the last year.

Even as an undertaker, he is performing the task for more like $3m a year in a workmanlike fashion. Writedowns are better taken early than a multi-year agony of bad news, although there may yet be more.

Writedowns on pre-Spierings era assets also look inevitable — the under-used and massive milk drier at the Lichfield plant and the true value of the Chilean business, Saprole, are two that spring to mind.

However, many of this week’s $800m of writedowns stem not from adventures that Spierings led into China and the mismanagement even of assets in New Zealand, the home territory to which Hurrell is retreating.

If the patient is improving, it may still only be half-way through the medicine.

Spierings is not at fault alone. Fonterra’s failure is most damningly a two-decade record of failure by its board, supported throughout by compliant farmer-shareholders whose selfinterest has prevented New Zealand’s largest company from achieving its potential.

Created by politics with its own act of Parliament, Fonterra has always had one eye on Wellington and one hand tied behind its back thanks to farmer-shareholders’ insistence that the primary measure of success be the annual milk price and a requirement to pick up any and all milk. It is also becoming

belatedly clear that two chairmen for most of Fonterra’s existence since 2001 — Henry van der Heyden and the now-deceased John Wilson — acted as commandand-control executive chairs.

Evidence that can only be pieced together suggests they paid scant regard to governance norms that even the lowliest charity would ensure occurred: namely, strategic discussions and succession planning.

Former directors report there being no serious strategy sessions at board level under both chairs and no serious discussion of developing the next generation of directors and senior executives. Rather, management presented strategy while pressure for succession discussions was dismissed.

In the absence of on-therecord quotes from more than one such director, it is tempting to dismiss such an assessment as sour grapes.

That was certainly the approach taken to dissident farmer-director Leonie Guiney, who was undoubtedly a handful at the board table and who found her way to reelection blocked after a single term. Restive shareholders restored her to the board at the most recent elections.

The current board is led not only by a director through much of the value destruction of the last few years, John Monaghan, but he is also a caretaker following Wilson’s untimely death.

It must be questionable whether the board he leads will have the gumption to do as some have suggested and withhold the last of Spierings’ bonus payments, let alone claw any of it back.

The presumptive next chairperson, former Zespri chairman Peter McBride, promises to be a new broom, but he’s not there yet.

It would be typical of New Zealand governance norms for a stitch-up in which Spierings takes his final dollop before a chair arrives who would lead a challenge to it.

That being so, the ball is in Spierings’ court. If he values his reputation, he should turn down the lump sum apparently coming his way. The bonuses are supposed to be for performance under the V3 “Velocity” programme that Spierings said would drive Fonterra up the value chain.

It never happened and now, the opposite is happening. Fonterra is selling high-value-margin businesses like Tip Top and disposing in dribs and drabs of its remaining shares from its disastrous failure in Chinese retailing with Beingmate, having failed to find a buyer for the whole stake.

China Farms remains a mess. Australia remains underperforming.

For Spierings to deserve to be paid, the terms of his performance agreement must be very sympathetic.

He must see, as can anyone from the outside, that the decent thing would be not only to turn down this final sum, but to pay back the rest of the $4.43m. It’s the decent thing to do.

If [Spierings] values his reputation, he should turn down the lump sum apparently coming his way.