It is now 18 months since the board completed a complete rule review and almost a year since Ornua cancelled its board meeting because of tensions between the co-op that owns Kerrygold and listed dairy group Glanbia. It was the catalyst that initiated a review of how the board was governed by the then chair Aaron Forde.

That review identified 60 perceived or potential conflicts of interest around the board table between Ornua and its members. An abundance of consultants and legal experts have since advised the board on a model to move the process forward. Even Dairygold, which owns 20% of Ornua, identified a path forward but this too was rejected by the board.

Almost a year later and it seems that there has been no progress

Last December, Ornua said its board recognised governance issues existed and that the board was committed to a process over the coming months to resolve these matters.

Almost a year later and it seems that there has been no progress, continuing board dysfunction with lack of proper oversight and governance that is putting the Ornua business and the Kerrygold brand at risk

The Irish Farmers Journal understands that while monthly board meetings are taking place, the agenda is abridged and much of the information on important business and operational issues is being redacted.

Annual report

Ornua’s annual report says it is committed to operating in accordance with best practice in corporate governance and has a policy to deal with conflict of interest. In March this year, the board adopted a framework to deal with member competing business.

However, six months on and no board member has resigned and no new directors have been recommended

The recommendation from the governance review report in May was that members with competing business do not partake in future board meetings, step down from the board and recommend new nominations to the board of Ornua from each of their co-ops before the end of October at the latest.

However, six months on and no board member has resigned and no new directors have been recommended.

Worryingly, at a time of heightened uncertainty with Brexit around the corner and increased tariffs on dairy products into the US, there appears to be no plan as to how to progress and no end in sight.

Interestingly, Ornua says progress has been made but is unwilling to outline what that looks like.

It says that the letters sent by Denis Cregan (as head of the governance review committee) to conflicted members will now not be acted upon.

The former director of Kerry Group and ex-chair of One51 declined to comment on progress when asked

Cregan, who assumed the role of chair following Forde’s recommendation to appoint an independent director to oversee the board, while the board review was ongoing seems to have made little progress on the matter.

The former director of Kerry Group and ex-chair of One51 declined to comment on progress when asked by the Irish Farmers Journal.

Cregan’s appointment to the board four years ago has always been interesting given that Kerry deciding to go its separate way in the early 1990s.

Farmers may argue that as the ultimate owners of Ornua they deserve to know from their elected representatives the plan to resolve this conflict

Other board members, including the seats held by the farm organisations, IFA and ICMSA have remained equally tight lipped, hiding behind their fiduciary duties as directors – a term which effectively means they must act in good faith and in the best interests of the company.

Farmers may argue that as the ultimate owners of Ornua they deserve to know from their elected representatives the plan to resolve this conflict and the timelines involved. After all, it handles 60% of Irish farmers’ dairy exports.

Interestingly, at a time when the proper functioning of a board and proper guidance is needed around matters relating to governance, Ornua’s company secretary Anne Randles was replaced in August by John McRedmond, another member of the executive team.

So it seems the mop up exercise around the board remains unresolved. After almost 18 months, there is still no clarity to a solution, mixed messages to shareholders and zero transparency to the process or communication to farmers.