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Home / Business / Economy

Shareholders demanding more info

Tamsyn Parker
By Tamsyn Parker
Business Editor·NZ Herald·
13 Jun, 2017 05:00 PM4 mins to read

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Shareholder activism is likely to become more common in the future. Photo / File

Shareholder activism is likely to become more common in the future. Photo / File

Report points to rise of investor activism in bid to hold corporates to account.

Shareholders are demanding more from the companies they invest in and greater quality of information is making it easier to lift the lid on corporates, according to a new report from Chapman Tripp.

The law firm has released its first in-depth take on corporate governance in New Zealand looking at aspects ranging from executive and director pay, independence and board tenure to diversity and environmental issues.

Roger Wallis, a Chapman Tripp partner, said it was getting an increasing number of questions from boards and significant shareholders about what their rights were and how to involve themselves more in company decisions.

The report points to two recent examples of shareholder activism with last year's decision by Rakon investors to block the reappointment of an existing director and Augusta Capital's move this year to stop a proposal by NPT.

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And Wallis is predicting this activism will continue to grow through the rise of KiwiSaver, an appetite among "generation rent" for assets and new entrepreneurial opportunities created by the internet.

"We expect market participation rates will grow over the next 20 years due to a number of factors, both economic and technological."

Technology changes are also making it easier to get involved with people now able to participate and vote in listed company annual general meetings online.

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Wallis said greater scrutiny was also possible with extra levels of disclosure coming into force this year.

Audit reports which usually come at the end of a company's annual report will now have to include a "key audit matters" section where the auditor will have to highlight which issues were more significant or concerning when undertaking the audit.

In the past auditors only said something when a company was no longer a "going concern"- often too late for investors.

"In the UK, where the KAM [key audit matters] requirement has been in force since 2013, it has been welcomed by shareholders for the insight it provides into the company's performance and risk profile," the report noted.

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Wallis said he expected the extra level of detail to prompt more questions at annual general meetings.

Investors will also get greater insight into chief executive pay and diversity policies through a new NZX corporate governance code coming into force from October. Companies have had to report the number of women on their boards and in officer roles since 2012.

But the report will require all listed companies to have a diversity policy and report against it. Those who don't will have to explain otherwise.

Wallis said its research showed standards for companies and boards were increasing with directors becoming more professionalised.

"Most boards have recognised they need to bring through new perspectives."

At larger companies there was a greater focus on gender diversity.

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But one area that did surprise Wallis was that newer listed companies were less likely to have women on their boards despite the increased focus on the issue.

It found the proportion of women directors was highest, at 20.75 per cent, among issuers that have been listed for more than 10 years.

Among those listed within the last five years, it was 18.2 per cent and 17 boards out of the 75 it analysed had no female directors.

Wallis said there was also a greater level of director independence than he had expected which was a result of fewer block ownerships of companies.

Of the 75 companies, 76 per cent had a majority of independent directors and 21 per cent had all independent directors. It found 77 per cent also had an independent chairman and that rose to 90 per cent for the top 30 companies.

Fletcher chair on whopping $400k

Fletcher Building chairman Sir Ralph Norris earns by far the biggest base salary of all the chairs of the top listed companies.

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The Chapman Tripp report shows Sir Ralph's base salary is over $400,000.

The majority of chair positions in the top 30 listed companies had a base salary of less than $200,000.

Fletcher Building is one of the biggest listed companies in New Zealand with a market capitalisation of over $5.2 billion.

Spark chairman Mark Verbiest had the second highest base salary.

Auckland Airport, Fisher &Paykel Healthcare, Contact, Ebos, SkyCity, Air New Zealand, Trade Me and Chorus chairs also had base salaries over $200k.

The report found there was a wide variance in director and chair base fees with some companies also paying separate fees on top for additional responsibilities.

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But the report also noted a recent survey by remuneration consultants Strategic Pay which found New Zealand directors are paid 38.5 per cent less than their Australian counterparts and chairs about 36 per cent less.

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