Hochdorf is proposing the re-election of five board members ahead of next month’s annual general meeting, rejecting candidates put forward by ZMP Invest, one of the largest shareholders in the Swiss infant-formula maker.
ZMP Invest, the investment arm of Swiss milk cooperative ZMP, put forward three candidates earlier this month amid disappointment with Hochdorf’s financial performance in the wake of two profit warnings.
Despite the rejections by Hochdorf, announced in a statement late yesterday (13 March), ZMP told just-food it remains “convinced” that a major board upheaval is needed.
Thomas Eisenring quit as chief executive of Hochdorf on Monday, with Dr Peter Pfeilschifter, the current managing director of its dairy-ingredients business, stepping into the role on an interim basis. Eisenring cited family reasons for his decision to stand down but later conceded that “in this challenging economic environment and current phase of change, I am sure that Hochdorf will benefit from a fresh impetus”.
ZMP had proposed Jörg Riboni, the outgoing CFO of dairy group Emmi , and Markus Bühlmann, the vice president of the ZMP co-op, for board seats, along with Bernhard Merki, the former CEO of packaging group Netstal, for election as chairman.
However, only Riboni is being considered for a board seat by Hochdorf, which is also putting forward Hans-Peter Hess, both as new members.
The five board members Hochdorf is proposing for re-election are Dr Daniel Suter, currently the chairman, Dr Walter Locher, Michiel de Ruiter, Ulrike Sailer and Niklaus Sauter. Previous board members Dr Anton von Weissenfluh, the vice chairman, and Prof Dr Holger Till are not standing for a vote at the AGM slated for 12 April. The appointments would be for one year.
Hochdorf explained the criteria for its selections in the statement, which appears to show reservations over having too many investor representatives on its board: “Where a shareholder group is over-represented, it brings the risk of a strategic orientation that may serve the particular interests of the shareholder group rather than the long-term interests of the company. It is therefore important that the members of the board of directors and the senior management team are independent of individual shareholders or groups of shareholders.”
The company has also rejected another candidate proposal from another shareholder, Weiss/Maurer, which has suggested Markus Kalberer join the board.
Meanwhile, Dr Suter is the co-op’s preferred board chairman option.
The ZMP spokesperson told just-food with regard to the rejections: “This doesn’t change our position. We are strongly convinced that a comprehensive renewal of the board is needed, and above all a strong chairman whom we propose with Bernhard Merki.”