Fran O'Sullivan: Shareholder activist deserves to be heard

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John Hepburn raises valid points on the Hotchin debacle and media coverage of it.

John Hepburn has written to TVNZ directors challenging them on why they did not invite investors to face Mark Hotchin.  Photo / Alan Gibson
John Hepburn has written to TVNZ directors challenging them on why they did not invite investors to face Mark Hotchin. Photo / Alan Gibson

Former Hanover Finance depositor John Hepburn has leap-frogged Close Up's producers and written directly to TVNZ's directors setting out his disgust at their refusal to invite well-briefed investors into the studio to challenge Mark Hotchin's controversial claims on nationwide television.

Shareholder activists come in many breeds and Hepburn's no stranger to the fray.

The former Toronto-based Canadian Pacific executive (now a retired accountant based in Mt Maunganui) has taken on General Electric before and will travel to the US next month to challenge the extent of stock awards that the GE board wants to give nine corporate executive offers at the company's AGM.

GE tried to stymie the shareholder proposal but the US Securities and Exchange Commission has come down on Hepburn's side.

But when it comes to battles here, Hepburn's letter is bound to fall through the cracks.

TVNZ chairman Sir John Anderson will be careful not to be seen to jeopardise "editorial independence" - the convention that boards of publishing companies do not interfere with the decisions of their editors or producers - by suggesting that the editorial team takes a close-up look at what was really going down.

So, Sir John and his board colleagues - deputy chair Joan Withers (a former Fairfax NZ chief executive), John Goulter, former banker Anne Blackburn (who in an earlier career was a journalist), adman Roger MacDonnell and finance whizz Alison Gerry - will not want to get involved.

The Hepburn missive was also copied to TVNZ chief executive Rick Ellis who didn't hesitate to involve himself as "editor-in-chief" in the Paul Henry affair. But, so far, all Hepburn has received back is a note from TVNZ asking if he wants to make a formal complaint to the complaints committee.

Frankly, it is important that the counter-view to Hotchin's claims gets aired. Herald columnist Brian Gaynor did a great job puncturing some of the myths in his March 4 column - "Mark Hotchin - own up or shut up".

But there is another layer to this which the Hepburn letter reveals:

Mistake number one is to believe the myth that has been assiduously promulgated by Hotchin's spinmeister that the watchdogs' investigations into transactions undertaken by Hanover Finance directors and the two shareholders (Hotchin and Eric Watson) rely solely on Allied Farmers' complaint that they were "sold a pup" when they acquired assets from Hanover.

In fact a good deal of behind the scenes investigations has been focused on the issues raised in a letter which Hepburn sent on April 1 last year to the Securities Commission and Serious Fraud Office.

As Hepburn disclosed in his letter to the TVNZ board - which covered some of the material in a previous letter to Close Up producer Mike Valintine and frontman Mark Sainsbury - the issues that the Securities Commission and Serious Fraud Office are probing are much more complex than a media tussle between Hotchin and Allied Farmers' Rob Alloway as to which of them sold the former Hanover depositors the greatest pup.

Said Hepburn: "Why did TVNZ yield to the persuasions of a spin-doctor hired (despite his claims of impoverishment) by Hotchin to provide him with a stage where he could express his hurt feelings, his poverty, allegations about Allied Farmers, and his personal payments to the companies?"

He contends if TVNZ had actually read and understood the various Hanover documents they would have seen that in the six months to June 30, 2008:

* Dividends amounting to $9,624,000 in excess of available earnings in Hanover had been paid to Hotchin and Watson.

* Dividends amounting to $7,428,000 in excess of available earnings in United had been paid to Hotchin and Watson.

* Hanover preference shares amounting to $9,733,000 had been redeemed by Hotchin and Watson.

* There was no disclosure of the substantial accrued interest receivable on loans made by Hanover and United, all of which was taken into income and then paid out as dividends - dividends sourced, it would appear, from secured depositors' funds, thus questioning the authenticity of solvency certificates produced by these companies.

He has a point when he says the media has failed by treating Hotchin like a long-time mate instead of challenging him on the basis of cold analytical facts.

There's another point which was glossed over in the Close Up interview.

As Hepburn writes - it was only last November that the Securities Commission announced that it had "nearly completed an investigation into the Hanover group of companies and might lay criminal charges against the directors".

A week or so later the Serious Fraud Office announced that it had been conducting an investigation for three months and was escalating it to a "Part 2" level using a team of lawyers and forensic accountants, as "reasonable grounds existed to believe that fraud may have been committed".

Its focus was on "the payment of dividends and other transactions immediately prior to announcement of the moratorium proposal and debt restructuring involving the transfer of assets to Allied Farmers".

"From April 1 last year I had devoted much time towards raising questions to the SFO regarding payments of dividends by these two companies as well as other matters. In December - for the first time - the Securities Commission used its powers to obtain a High Court order to freeze Hotchin's New Zealand assets."

Surely TVNZ has it within itself to get these facts in front of its audience. Particularly, as the Hotchin PR campaign has now created a groundswell where some - who should know better - are turning the finger back at greedy investors for investing in risky finance companies.

It's surely obvious that the authorities are basing their investigations on more solid ground than that.

New Zealand has few shareholder activists.

The late Max Gunn was the scourge of what used to be called the "Northern Club establishment". Gunn championed minority shareholders back in the day when it was fashionable for major shareholders to cut excellent deals for some in controversial mergers.

Prominent chairmen visibly quivered whenever he rose to his feet and began an eloquent attack on their directors' lamentable lack of moral fibre.

Former Shareholders' Association chairman Bruce Sheppard, another accountant like Gunn, also stirred the pot. His blog used to describe him as a "non-politically correct agent provocateur," an accountant by profession, who was passionate about New Zealand but had no hesitation in exposing its shortcomings.

Sheppard's trademark hibiscus shirt and sandals did not disguise a sharp brain and taste for theatrics. Cynics reckon he was "duchessed" when Commerce Minister Simon Power appointed him to the board which was set-up to establish the Financial Markets Authority.

But his new found respectability has not diminished his taste for the fray as he proved when he recently told Sir Ron Brierley that he needed to work with the changes in capital markets "or face extinction".

The emergence of another doughty campaigner should be welcomed by all investors - we have precious few of them with the guts to stick their necks out.

Hepburn's analytical style may not make great reading in cold hard print. But his passion for wanting Hanover depositors to get a better deal would make great television elsewhere.

- NZ Herald

Fran O'Sullivan

A columnist for the NZ Herald

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