Freedom Foods Group’s recovery plan took another step forward this week with confirmation three existing board members will retire at the AGM on 29 January 2021.
The first phase of FFG salvaging its credibility through a major board restructure will see the departure of non-executive chair Perry Gunner, and non-executive directors Trevor Allen and Ron Perich.
Gunner was on the board for 17 years, Perich for 15 and Allen for seven.
The Perich family own 54 per cent of the business. They are Australia’s largest dairy farming family and became major shareholders in 2005. Michael Perich, Ron Perich’s son, is currently interim CEO. Anthony (Tony) Perich, Ron’s brother, is also on the board as deputy chair and a non-executive director. He is a member of the Finance and Audit committee and the Risk and Compliance Committee.
Timothy Bryan is a non-executive director (non-independent), and the CEO of Perich Group. FFG has proposed Bryan be appointed interim chair of the Finance and Audit committee, while the board recruits an independent director to fill the role.
The first public sign of FFG’s woes began in March 2020, when it told the ASX on 9 March it was reviewing administration and disclosure matters under the employee share option plan and the issue of shares to staff. On 17 March, FFG said it would issue up to 2.1 million shares under its Equity Incentive Plan, after employees expressed concern that an options issue was not completed. FFG said its investigations were continuing.
Meanwhile, Genevieve Gregor had joined the board on 4 March. A founding partner of private equity fund Colinton Capital Partners and previously the co-head of the Asian Special Situations Group at Goldman Sachs, Gregor brought more than 25 years’ experience in investment, commercial and finance roles.
She is chair of the Risk and Compliance Committee and a member of the Finance and Audit Committee.
The 2020 Annual Report said: “Genevieve has been heavily involved in identifying and addressing the concerns regarding financial matters and assisting in the company’s recapitalisation plans.”
Jane McKellar joined the board on 8 May 2020. FFG’s ASX announcement said: “Her key contributions are in customer/consumer-focused business transformation, harnessing digital, technology, brand and marketing to enhance business performance.
“Jane has built a strong reputation over the years for leading teams and transforming businesses in difficulty back on the road to profitability and growth.”
McKellar’s background in consumer focused FMCG, luxury and retail industries included Unilever, Microsoft, and Ninemsn. She is on the board of ASX-listed McPhersons and GWA Group as well as the NRMA.
She is chair of People and Culture Committee. The other members of the committee are Gunner (who was committee chair until McKellar’s appointment), Allen and Ron Perich – all resigning at the January AGM.
Of McKellar, the Annual Report said: “Jane has overseen a comprehensive overhaul of the executive remuneration framework, strengthening of culture initiatives and overseeing the appointment of key senior management.”
The company expects two additional directors to join the board following recapitalisation.