On the release of the Bain Report and recalling the Board of Directors

by John McFarland*

11/21/99

I am intrigued at the replies given to OS stockholders by management when
requests for the release of the Bain report are made.  Proprietary
information?  I ask myself .... Who cares?  Coke, Pepsi, Tropicana....those
companies just don't give a hoot about Ocean Spray's business plans, etc.,
they are far to big to be concerned about any strategic programs the
Cooperative may have in mind.  Given the incredible mess Ocean Spray's made
all by itself how could any business care about Ocean Spray's "strategic
vision?"  Northland?  What earthly difference would it make if Northland had
a representative on the Board?  Northland cannot, of itself, in any way,
affect how OS will do business.  So what's the big secret I ask myself?  Why
doesn't management want that report to see the light of day?  Why cannot the
stockholders of Ocean Spray, the owners of the company, read the analysis and
recommendations made by Bain.  That analysis which, in Bain's opinion, led to
the current crisis and those recommendations, which may lead out of it,
should be in the hands of every single grower owner of Ocean Spray.  They are
the people who ultimately must decide the future of the Co-op, not a failed
management and not a failed board.  So why doesn't management want that
report in the hands of the growers?  What is the material in that report that
they are so afraid to share with the company's owners?  The stockholders have
a right to know, to know NOW, to demand and get honest answers from
management and from the board.  If management and/or the board fails to
comply with those requests there are grounds for legal action for breach of
fiduciary responsibility and that action should be brought swiftly!

If a recall movement is successful, and the bylaws are amended and the board
size reduced to 12, do not stop at that.  Cut the number of grower/directors
to 8, one from each state and two from Canada; then bring in four qualified
outside directors, people who know finance, marketing, personnel, and
administration.  The problem with the board isn't just it's size, it doesn't
have the makeup to function well because of the lack expertise in areas
outside most of the grower/directors experience.  There is no way this can be
addressed simply by cutting the board down to a more reasonable size. Outside
directors are a must if Ocean Spray is to have a body capable of proper
governance and oversight.  I know this is will not sit well with the larger
growing areas, but proportionate representation as currently done, is less
than useful.  The grower/owners all have the same common goals, regardless of
where they are from.  Everyone wants a strong co-op, a good return, an able
and honest management and a capable board of directors.  Those things are not
common to one state or growing region, they are what every single member of
the co-op wants and needs.  I sincerely hope that goal is realized.

* Editors note: John McFarland was an Ocean Spray cranberry grower/owner in Wisconsin for fifty years, until he sold his farm to Northland in 1996. This is his second Op-Ed. You can read the first, submitted in August, HERE.