KEY POINTS:
The Barbarians are well and truly through Auckland International Airport's gate after shareholders voted Lloyd Morrison and John Brabazon onto the board in contravention of the views of existing directors.
Despite the clear steer given by Auckland Airport chair John Maasland that his board considered Auckland businessman Richard
Didsbury the only new nominee not to have a conflict of interest, Morrison and Brabazon were overwhelmingly elected as directors at yesterday's AGM.
But board member Joan Withers bore the brunt of shareholders' dissatisfaction over the jettisoned Dubai Aerospace bid with her re-election supported by just over 63 per cent of shareholders.
The upshot of the shareholders' vote - which was finally released by the NZX at nearly 6pm - is that Maasland now heads a seven-strong board which will be subject to factionalism if he doesn't move quickly to smooth ruffled feathers.
This will not be a simple task.
The trio of new directors staked out competing visions for the airport company during their individual addresses to shareholders.
It's not just the vision thing that divides the board: Obvious differences over the appetite for risk were also displayed particularly when it comes to tolerance for the amount of debt the company will have to absorb if the Canada Pension Plan Investment Board's takeover bid succeeds.
Shareholders wanting a take on the incumbent directors' stance would have been in no doubt after Withers - who was unanimously supported by her fellow directors - got a shot in by stating those making decisions had to ensure they were "not acting in self-interest".
On the surface this blatantly self-evident truth was banal enough.
But after 10 days of stories sledging Morrison (in particular) over his potential for conflicts of interest - shareholders hardly needed to be rated at Einstein level to get the message.
Thankfully for Auckland Airport, its shareholders have a wider perspective.
Didsbury - who founded Kiwi Income Property Trust and is one of the powerhouses behind the Committee for Auckland think tank - pointed to a future where the airport's property assets could be leveraged to produce some 60 per cent of revenue, taking precedence over aeronautical income as the company's key money-spinner.
Didsbury served on the former Infrastructure Auckland with Maasland and is clearly regarded as a "friendly" by the incumbent directors: Maasland, Withers, Tony Frankham and Keith Turner.
He was nominated by Auckland City Council, won 90.4 per cent of votes and promoted himself as a team player - "certainly not a merchant banker."
Morrison (who definitely is a merchant banker through his vehicle HRL Morrison) and Brabazon (who was one for seven years at Bancorp and elsewhere) had different takes.
Brabazon's swash-buckling defence against an obvious board snub - that it did not rank him as an independent alongside Didsbury - was imbued with his own brand of sarcasm. He was forced to justify his independence from Manukau City Council which nominated him to the board. He had previously been chair of Manukau City Investments which oversaw the council's airport stake and had been critical of the airport board for not consulting its two council shareholders before announcing a virtual fait accompli over the jettisoned Dubai Aerospace bid.
But he stepped down once he accepted the nomination.
His council fees were just two per cent of his income - which hardly put him in the "pocket of the council".
Brabazon made it clear he regarded the board's performance over the two bids as sub-optimal.
The airport was a jewel in the crown but the status quo was untenable.
His strong comments obviously struck a chord with shareholders who gave him 74.65 per cent of votes.
Morrison - who had faced an anonymous sledging campaign spun by well-paid PR consultants who should know better - gave a totally professional address.
Morrison's frankness is understood by the investment community. He picked up 82.89 per cent of votes cast after he rationally made the case for ensuring the airport got the right cornerstone shareholder on board saying NZ businesses had been "undersold in the past".
He directly countered his alleged conflicts of interest by stating he would hardly act against Auckland Airport's interests when there was a combined NZ Super Fund/Infratil investment of more than $300 million. He would step down as a director of Wellington Airport and believed any conflict over an investment in an airport at Whenuapai could be dealt with if it materialised.
While Maasland declined to get into much detail on the Canadian Fund's $3.655 a share bid for a 40 per cent stake in the airport, it was clear that Morrison and Brabazon would want to have a big say once they got round the board table.
Brabazon wants a new cornerstone shareholder in place - as does Morrison.
Neither wants to see the airport controlled by a single shareholder.
But nor are they status quo players.
Didsbury was obviously risk-averse regarding debt.
This does not mean the Mounties' bid will necessarily fail.
If the directors want to get a different player on board they will have to be quick.
Yesterday's closing price of $2.86 for airport shares is considerably below the $3.6555 a share the Canadian Fund is offering.
It's entirely possible 50 per cent of airport shareholders will approve the fund being allowed to put its offer to them irrespective of the board's stance.
If the fund gets its 40 per cent stake against the wishes of the board, it will then need only 75 per cent of the remaining shareholders to approve its amalgamation plan its overall plan to succeed.
After all, the board's advisers previously recommended the Canadian Fund's amalgamation plan. It was the directors who pulled the plug.
The potential for bruised egos all round over the next few months is immense.
None of this really hit the headlines yesterday.
The AGM appeared to be stage-managed to ensure there was little time for informative debate on contentious issues.
Maasland spent a considerable amount of time answering questions over road and rail access to the airport when it would have been more useful to focus on more relevant material.
This stance may have usefully defused shareholder angst.
But shareholders made their point by the low approval rating - just 62 per cent - to an increase in directors' fees.
