Co-op representation to halve on Glanbia board

Co-op representation will be reduced to less than half its current number of directors on the board of Glanbia plc in the next two years.

The board of Glanbia Co-operative Society has announced that it has “taken a strategic decision to reduce the society’s representation” on the board of Glanbia plc.

This, it says, is in order to “facilitate the appointment of additional diverse, independent non-executive directors to that board”.

Under the society’s decision being announced today (Wednesday, February 24), it will progressively reduce its number of directors on the plc board from seven currently to three by June 2023; and the overall board size will reduce from 15 currently to 13.

The chairman and two vice-chairmen of Glanbia Co-op will be the nominees to the plc board at that point.

The society was already due to reduce its number of directors to six by June 2022 under a prior agreement.

While the nomination and governance committee of the plc board will run the process to select and appoint the three new diverse independent directors in place of the society’s nominees, the society’s officers will be invited to participate in the selection process for these roles, it was added.

For the duration of the relationship agreement it is agreed that the plc board of directors will be constituted as follows:

At all times there will be two executive directors on the plc board;
In 2021, the number of nominee directors from the society will be six and the number of independent non-executive directors will increase from six to seven;
In 2022, the number of nominee directors from the society will reduce to five and the number of independent non-executive directors remains at seven; and
In 2023, the number of nominee directors from the society will reduce to three and the number of independent non-executive directors increases from seven to eight.

The co-op and the plc have agreed that these changes will remain applicable for a period of five years and will be reviewed thereafter by both parties.

Commenting, John Murphy, chairman of Glanbia Co-op, said:

“Our 31.9% shareholding in Glanbia plc is the society’s largest and most valuable asset and income stream and its continued growth and success benefits our members.

We believe Glanbia plc will benefit from additional non-executive directors who will bring greater diversity to the board’s composition as well as additional international, FMCG, sectoral and specialist skills to complement the board.

Concluding, Murphy said: “Glanbia Co-op is deeply committed to Glanbia plc and its continuing directors will work hard to ensure its success.

“Our decision today is hugely important in terms of promoting board diversity.

“It is strategic and forward looking, recognising the fact that in an increasingly global, digital and innovation-disrupted world, the enhancement of the experience and skills around the board table is paramount.”