You know that folks have served too long in their board position when it takes a state attorney general to require change.
In an effort to literally "clean house" to get the Hershey (yes, the chocolate people) Trust right-sized and right-focused, five members without term limits must or have left their term-limitless positions with the hope that the folks who take their seats will do a better job governing. This departure didn't come without the intervention of the Attorney General who oversees the behavior of nonprofits in Pennsylvania. The good news is that change will indeed take place and the beneficiaries of everything Hershey, the Hershey School students, will be put back into a number one spot at the decision-making table. Here's the WSJ article.
Five Hershey Trust Directors to Retire in Settlement With Pennsylvania Attorney General
By MARIA ARMENTAL
July 29, 2016 4:04 p.m. ET
Five directors at a charitable trust that controls Hershey Co. will leave the board as part of a settlement agreement with Pennsylvania’s top law-enforcement officer.
The moves are the latest piece of overhaul for the trust’s board as the company has faced a buyout overture; four other members have resigned in the past several months.
Under the terms of the agreement, which also includes term and compensation limits, Robert F. Cavanaugh, Vice Chairman Joseph M. Senser and James E. Nevels are to retire by the end of the year; and Chairwoman Velma A. Redmond and James M. Mead, the trust’s non-executive director, are to retire by the end of next year.
The Wall Street Journal had reported preliminary terms of the settlement last week citing people familiar with the matter.
Messrs. Cavanaugh, Mead and Nevels also sit on Hershey’s corporate board.
The Hershey Trust Co., which oversees billions of dollars for a local, nonprofit school, controls 81% of the company’s voting power and is under pressure from the community to keep Hershey independent.
In June, Mondelez International Inc. bid $107 a share for Hershey, though that bid was rebuffed by the candy maker. The trust has opposed efforts to sell the company in the past, including rejecting an offer by Wm. Wrigley Jr. Co. in 2002.
The trust’s board has a legal obligation to act in the best interest of the Milton Hershey School for underprivileged children. Proceeds from the trust’s investments provide the revenue to run the school, which has about 2,000 students, many of whom get jobs and internships within the Hershey empire, including the chocolate factory in town, the Hershey resort and the local theme park.