Fonterra's chairman is confident farmers will approve its share trading proposal, saying the cooperative is under threat it they don't.
Fonterra's 10,500 dairy farmers have received details of how the Trading Among Farmers (TAF) scheme will work and will vote whether to support or reject the plan later in June.
If approved, TAF would allow farmers to trade shares between themselves and also allow for a separate Shareholders Fund from which outside investors could buy the dividend rights of farmers' shares without having voting powers.
Critics say that would erode farmers' 100% ownership and control of the cooperative.
However, chairman Sir Henry van der Heyden says tighter controls will stop that from happening.
They include: lowering the threshold on the size of the Shareholders Fund from 25% to 20% of total shares, and reducing the number of dry shares on issue (shares not linked to milk production) from 25% to 15%.
Sir Henry says the Shareholders' Council, which acts as a watchdog for Fonterra farmers, could also prevent any loss of farmer control.
The council can call a special meeting, they can remove the board or have a vote of no-confidence in the board. If that doesn't happen, Sir Henry says under the constitution 5% of shareholders can call a special meeting.
"These are the mechanisms that keep reinforcing 100% farmer ownership and control."
Sir Henry says if TAF is not approved, then Fonterra's future is at risk.
"We've got a balance sheet that's not secure, we've got redemption risk. It becomes very difficult to drive a business strategy ... farmers won't have the flexibility.
"I think most farmers will come out and support this."
The Fonterra Shareholders' Council says 86% of its 35 members are in favour of the Trading Among Farmers plan.
