Investment columnist for the NZ Herald

Brian Gaynor: Shareholders failing to flex their muscles

Annual meetings a chance to query directors, appoint new board members and approve their remuneration

Moa Group beat the 10-working-day requirement last year for its notice of meeting - but only just. Photo / Dean Purcell
Moa Group beat the 10-working-day requirement last year for its notice of meeting - but only just. Photo / Dean Purcell

The annual meeting season, which picks up over the next few weeks, is under-used by shareholders.

Meetings gives them the opportunity to query directors, appoint new board members and approve their remuneration yet many shareholders are far more interested in the post-meeting savouries and cakes.

In addition, a number of companies are fairly sloppy when it comes to annual meetings. For example, there is a requirement that the notice of meeting be issued not less than 10 working days before the meeting yet some companies don't adhere to this requirement.

Companies encourage shareholders to receive reports and communications electronically, yet Moa Group had not posted the 2014 notice of meeting on its website or with the NZX by July 10 even though it is holding its meeting on July 24.

Moa beat the 10-working-day requirement by a few hours last year as its notice of meeting was released on the NZX at 8.30pm on August 6 while the annual meeting started at 3.30pm on August 20.

There will be a great deal of focus on director remuneration and the election of directors again this year because these are the only two items that shareholders can realistically influence.

Energy Mad, the electric bulb company, holds its annual meeting in Christchurch on Thursday with nothing controversial on the agenda.

The company's main issue is that its share price has slumped from $1 to 21c since listing in October 2011 and it reported a net loss of $5.7 million for the March 2014 year compared with a loss of $2.5 million for the previous year.

One of the more interesting developments during the year was the agreement to issue up to $2.25 million worth of convertible notes to SuperLife, a fund manager. If all these notes are issued and converted into ordinary shares at the current share price then SuperLife will end up owning around 35 per cent of Energy Mad.

The next week Aorere Resources and Chatham Rock Phosphate, two companies controlled by Chris Castle and his partner Linda Sanders, hold their annual meetings in Wellington. Castle has been associated with a number of unsuccessful listed companies in the past.

Castle is the managing director of Aorere, which has a stake in Chatham Rock Phosphate and a number of mining companies. He is also managing director of the phosphate company.

One of the issues raised by Aorere and Chatham Rock is the additional consulting fees paid to directors. This is an issue with a number of listed companies.

Chatham Rock shareholders approved total director fees of $150,000 at the company's 2010 annual meeting yet directors, excluding Castle, were paid total consulting fees of $564,300 in the March 2014 year.

Saunders was paid $221,600 for her Chatham Rock corporate affairs role in the same period.

These consulting fees are paid in addition to the approved fees paid to directors and they should be carefully scrutinised by shareholders, particularly when they look excessive.

Xero, which is holding its annual meeting in Wellington on the same day, is seeking a 70 per cent hike in total director fees after a 100 per cent increase two years ago.

The Xero meeting also raises the issue of additional consulting fees paid to non-executive directors.

In February, Xero granted a total of 141,266 options, exercisable at $38.24 each, to chairman Chris Liddell and director Bill Veghte. The company determined that only 24,266 were in relation to the board appointment with the remaining 117,000 for their US advisory role.

Consequently, the 117,000 US advisory options do not have to be approved by shareholders.

This month's meeting is being asked to retrospectively approve the 24,266 director options and the granting of additional director options to Liddell and Veghte with the exercise price to be based on the company's share price in February 2015. There is no mention of the granting of any additional US advisory options to Liddell and Veghte, an issue that shareholders are sure to raise at Xero's annual meeting even though these additional consulting fees do not require shareholder approval.

AWF, which is holding its annual meeting in Auckland on the same day, won't win a prize for best communications.

Its notice of meeting has not been posted on its website or the NZX although it was inserted in hard copies of the annual report.

It also has a number of items on the agenda that are either unnecessary or confusing.

AWF requires shareholders to confirm a dividend paid last month when this approval is no longer required. It also asks shareholders "to approve the fees for non-executive directors for the 2014-15 financial year", but doesn't disclose what these fees are.

Last year's motion was: "To note the fees for non-executive directors."

It also lists Simon Hull as managing director even though he is only paid a non-executive director's fee and is chairman of the remuneration committee. It is highly unusual for a managing director to be chairman of this committee.

There shouldn't be much opposition to Comvita's proposed 12.5 per cent director fee increase because the meeting is being held in Te Puke and the company finished its March 2014 year on a particularly strong note.

BLIS Technologies, which will hold its meeting in Dunedin on July 25, continues to struggle while the main issue at Trustpower's Mt Maunganui meeting will be the approval of the extension of its share buy-back programme.

This approval is required under the Takeovers Code because Infratil and the Tauranga Consumer Electricity Trust could raise their shareholdings if they don't participate in the share buy-back.

Six companies hold their annual meetings during the last three days of the month with Methven and Kiwi Income Property Trust worth a mention.

Methven has been tardy about releasing its notice of meeting to the NZX and in response to questions at last year's meeting it retrospectively released its 2011 and 2012 notices for NZX publication.

Kiwi Income Property Trust unit holders will have the first opportunity to elect a director since the management of the trust was internalised.

But the most important issue at most meetings is the appointment and re-election of directors as the quality of these individuals will have a big bearing on the performance of these companies.

Thirty directors are standing for election at the meetings outlined in the accompanying table but just eight of these are new appointments.

Only six of the 30 directors are female and if the 22 directors standing for re-election complete their full three-year term then they will have spent an average of 12 years on these boards. That is far too long.

This is why the Future Directors programme, which was founded by Sir Stephen Tindall, Michael Stiassny and Des Hunt of the Shareholders Association, is so important.

The programme's objective is "to give young talented people the opportunity to observe and participate on a company board for a year while giving the company exposure to this talent and the benefits a young mind can bring to the boardroom".

This week, Auckland International Airport selected Shelly Cave to participate in the Future Directors programme.

Shareholders should use annual meetings to encourage listed companies to participate in this innovative programme.

Brian Gaynor is an executive director of Milford Asset Management which holds shares in many of the companies mentioned in this column on behalf of clients.

- NZ Herald

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Investment columnist for the NZ Herald

Brian Gaynor has written a weekly investment column for the Weekend Herald since April 1997. He has a particular passion for the NZX and its regulation. He has experienced - and suffered through - the non-regulated period prior to the establishment of the Securities Commission in 1978 and the Commission’s weak stewardship until it was replaced by the FMA in 2011. He is also a Portfolio Manager at Milford Asset Management.

Read more by Brian Gaynor

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