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“The Script” Script” August 2005 the Official Newsletter of the New Zealand Shareholders’ Association Incorporated

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“The Script” Script” August 2005 the Official Newsletter of the New Zealand Shareholders’ Association Incorporated “The“The Script” Script” August 2005 The official newsletter of the New Zealand Shareholders’ Association Incorporated BEWARE LABELS, BUT FOLLOW THE NAMES. Director conduct came into focus in the Mark and team insisted on full disclosure of Vertex saga, recently concluded. Vertex was all information relating to Vertex operations, a sharemarket listed plastics company. which is their right as directors, including Board machinations highlighted both the role pricing information, which relates directly to and performance of directors and some Vertex quoting in competition to Alto. Sandy performed badly. and Paddy object. Warren sits on the fence. Mark through a consistent pattern of George Gould, Canterbury rainmaker, rich behaviour obstructs Vertex capital list member and strategic shareholder in expenditure and advises Sandy that until the Vertex sells his stake to fellow Canterbury Board considers the acquisition of Alto, he rainmaker, Masthead, the investment vehicle will continue this course of action. Warren of the Stewart family, of PDL( a listed plastics sides with Mark. company previously sold to French interests) fame. Masthead also owns a stake in Alto The board ceases to function and Paddy and Plastics a Vertex competitor. George is Sandy go to court to have all other directors alleged to have promised Masthead removed, citing appointment irregularities significant board representation. An among other things. They might have Independent Director of Vertex, Sandy Maier, achieved the same outcome with an EGM. thought that the Masthead nominees Mark A quick assessment gave this alternative the Stewart and sidekick would have difficulty thumbs down. Masthead 19.9%, a supportive acting as Vertex directors as they also sat major shareholder and management with on the Alto board. George also advised that between them 10% on the other side, and Independent Director Humphrey Rolleston Accident Compensation and their fund would be resigning, and that a new manager Steve Montgomery with around 6%. independent director Warren Bell should be ACC would be critical. Steve Montgomery is appointed. Sandy resisted these a fellow Canterbury rainmaker with George, appointments. Warren’s firm Deloittes were Warren and Humphrey and Mark. auditors of Alto and he had sat on the PDL board with Mark. George advised that he was In December, a compromise was reached no longer a shareholder in Vertex, having and the court appointed an additional sold out minutes before, and accordingly he Independent Director and chairman. Enter and his team were independent and could Tony Frankham, with fees at $400 per hour vote on the resolution to appoint the on time spent rather than set fees as for the proposed new directors. On a three/two basis other directors. the Stewart Clan and Warren were appointed. George uses his casting vote as Sandy and Paddy are relieved. They ask chairman. George and team then resigned, Tony to approve the reimbursement of their leaving Sandy and Paddy Boyle, the CEO of legal costs. By end of play $300,000 was Vertex, to manage the mess. PO Box 6310, Wellesley Street, Auckland. Ph (09) 309-9768 Chairman Bruce Sheppard [email protected] Ph (09) 309 5191 Secretary/Treasurer Chris Curlett [email protected] Ph (021) 738 032 Research Oliver Saint [email protected] Ph (09) 445 1876 Advocacy Ross Dillon [email protected] Ph (09) 303 3764 Communication and Branches Malcolm Dunphy [email protected] Ph (07) 575 6224 Corporate Liaison Des Hunt [email protected] Ph (09) 521 6117 Shareholder Education Graham Wilson [email protected] Ph (09 376 7368 Membership Russell Hodge [email protected] Ph (09) 473 9658 owed to Simpson Grierson. To get these paid abuse is almost impossible to enforce. The now required Tony’s approval. For whatever Vertex saga underlines this simple reality. reason Tony withheld that approval by various means. Executive Directors are directors who work for the company in an executive role. Non Warren, by now a worried man, will only talk Executive Directors are the rest. Some Non to Tony with his lawyers present. Executive Directors are also independent. To (Presumably at Vertex’s cost). be independent the presumption is that these Tony’s first suggestion to break the deadlock directors are free from conflicts of interest was to stay the litigation, and consider the real or perceived, and are supposedly the acquisition of Alto, i.e. exactly what Masthead protectors of the company from excesses wanted. Sandy and Paddy are now alienated perpetrated by Non Independent Directors. from Tony and perceive him to be less than independent. Still their costs go unpaid. Regulators believe that Independent Directors represent some greater good in that In February 2005, after considerable they will discharge the common duties of a analysis, which is Tony’s reputation whether director more effectively. NZX has mandated on $400 per hour or on set fees, he deduces that listed companies must have a quota of that there are only now three alternatives. Independent Directors; motivated by the Masthead makes a takeover bid, Masthead laudable but unproven hypothesis that this sells, or Masthead’s directors resign and they will improve corporate governance and appoint one director who is not on Alto’s deliver greater shareholder value. board as their representative. Seems like common sense. Sir Ron Brierley rightly points out that independence is a state of mind and has Masthead then decides to buy and nothing to do with labels or rules that attempt progressively the price rises to $2.09, still to define what is and is not independent. below the Grant Samuel independent valuation. Masthead succeeds and all Major shareholders like George and Mark are shareholders are bought out. Warren in effect your partners, except that you get remains on as a director of the privatised no real say in the partnership, you just have Vertex, and the rest go. Paddy loses his job, to trust them. If you had to pick such a and the potential action against George by partner, would you choose George, Mark or Vertex arising out of the appointment neither? irregularities ceases, as Masthead has no appetite to continue. Alto and Vertex merge. If you needed an independent director to protect you from people like George and Shareholders are often confused by the Mark, would you choose, Sandy, Tony, labels attached to directors, and are Warren, Humphrey, or George (momentarily encouraged to take comfort from the independent)? existence of Independent Directors on company boards. Independent directors require courage, tenacity, care, diligence, and a desire to Directors are labelled “Executive”, “Non protect those who are not at the table to Executive”, and “Independent”. At law, all protect themselves. Such people gain their directors have equal rights and reputations by what they do, and it is this, responsibilities. “Rights” are frequently not the labels that are attached to them that abused and the liability that goes with such will afford you protection and comfort. Bruce Sheppard DISCLAIMER The comments contained within this Newsletter, or appearing on the website of the Association, should not be construed as providing investment advice or recommendations under the provisions of the Investment Advisors (Disclosure) Act 1996, or otherwise. PERCEPTION My dictionary provides the following meaning read in tandem with the annual report and for perception: meeting because from my interpretation of what was contained in the annual report I The act or the effect of perceiving. The insight came to the conclusion that there was a strong or intuition gained by perceiving. perception that Kiwi Income Properties had more than a hand in the appointment of the How often do we admire people who are so new Chairman. But please, read the single-minded in purpose that they always documents and make up your own minds. It seem to achieve their goals? It is true of many is the perception that is so important. I aspects of life as well as sport where the venture to suggest that with the eventual objective always seems to be so clear and introduction of International Financial unwavering. In business, life is not always Reporting Standards (IFRS) in a year or so quite so simple. Too many legislative changes the new chairman, Tony Frankham will, on a make life a darker shade of grey. For example, present reading of the IFRS, be deemed to it has been estimated that in Australia the be related to Kiwi Income Properties. Hardly Federal government now passes 350 pages the result intended by either Kiwi or AMP, the of new laws every week. Half of all legislation other major shareholder. Another example passed by the Australian government since of perception that I am in the process of Federation has occurred in the past 14 years. completing a submission for, is what Is it little wonder therefore that much of persuaded the Hon Michael Cullen to produce corporate action is subject to doubt; that the discussion paper titled ‘Taxation of business transactions always seem hesitant investment income’. A financial horror story and unclear? Or that Boards are now prone that is not bedside reading! Finally, the to the view that saying nothing is the only Chartered Accountant Annual Environmental option that offers safety. As you will have Awards have received a customary write up noted from the proceedings at the NZX Annual in the CA Journal ever since the awards were Meeting in the last newsletter the chairman first introduced. In all these articles the names responded to every question with a negative of the judges have appeared. Not this year – attitude that added nothing to knowledge why not? about the Exchange except perhaps that it was too ready to answer questions with Perception is in the mind of the reader.
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