Former National Party minister Steven Joyce, pictured here with NZ Herald business editor at large Liam Dann, has been nominated for NZME's board. Photo / Nick Reed
NZME’s likely new chairman Steven Joyce says he hopes to unify the media company’s shareholders as much as possible, following two months of sometimes heated debate over the company’s performance and editorial endeavour.
Joyce, a National Party Cabinet minister for three terms from 2008 and an experienced commercial media businessman, was today confirmed as a board nominee for NZME.
NZME’s existing chair Barbara Chapman – who has been the focus of criticism from activist shareholders who are keen to overthrow her and other directors – says she will step aside if Joyce is appointed to the board at NZME’s annual shareholders’ meeting on June 3, and becomes chair himself.
“My sole focus through the events of the last few months has been on preserving editorial independence at NZME and having a board that’s fit for the future direction of the company and that’s acting in the very best interests of shareholders,” Chapman said in a statement today.
“As part of the board’s ongoing succession planning, Steven Joyce and I have been talking about the possibility of him taking over as chair for a while. I’m delighted shareholders are being given the opportunity to vote him onto the board.
“As I’m in my final year of tenure on the board I see it as a no-brainer for me to step down a few months early to enable a seamless transition with Steven.”
Joyce appears to be gathering decent early support from various quarters of NZME’s shareholding register, including – it is understood – its biggest shareholder, Australian fund Spheria Asset Management, which holds just under 20%.
Auckland businessman Jim Grenon, who holds just under 10% of the company and is leading the charge to clean out the board, told the Herald last night that he would be prepared to forgo being chair “if the right other person is on the board”.
And he told The Post: “I would have to talk to Steven Joyce but he certainly comes with top credentials.”
Joyce told the Herald today he was approached a few weeks ago by “a couple of shareholders and a couple of directors” to give the idea of a board nomination some thought.
He believed his commercial media experience – he built up the RadioWorks empire before selling to CanWest in 2000/2001 – was a key reason for being tapped.
“Obviously media has been going through quite a lot of change. I actually think the industry is making some good progress through that change.
“NZME has got some great people and some great brands, and if I can help chart that path forward, then I’m happy to do so.”
Joyce said he would be talking to a number of shareholders, including Grenon, over the coming days.
He would be “sounding out what people are thinking”.
“I’m obviously aware of everything that’s been going on, and if I can play a bit of a unifying role and line up all the shareholder interests, which I think are broadly similar – there are some differences – then that’s probably a role I can play.”
Joyce said he did not have a view on the number of board members. “We’ll see how that plays out. We’ll see how those conversations go.”
On the question of editorial independence – the journalists’ union and others have raised concerns that this will be impacted under a Grenon-led board – Joyce said: “The way I look at it is – and this has really been through my media career as well – the job of the board and actually the CE, of course, is to focus primarily overall on shareholder returns, and the performance of the company and the rest of it falls out of that.
“So I don’t have a particular view on that or indeed a bunch of other questions that you might want to add about digital or anything else at this point.
“I think first of all it’s to find out whether you’ve been elected to the board and you can have those conversations.”
Asked specifically about his views on the Herald‘s journalism, Joyce said: “I don’t know that it’s the best thing for me to offer a view at this point.
“I think overall the company and the Herald does a good job. Like everything, it can always be improved but, again, I don’t want to get into any detail on any of that because I think the key role is to talk at this stage to shareholders, see if they have an interest in supporting me to be elected to the board, and then go from there."
Joyce’s nomination is set to take the heat out of an acrimonious battle for the media company’s board.
The company revealed today, in a notice to the NZX, that shareholder Stephen Donoghue-Cox, the husband of current chair Barbara Chapman, had nominated Joyce to be a director.
NZME released today the full set of nominations for its potential new-look board, to be voted on at the company’s annual shareholders’ meeting on June 3. Nominations closed at 5pm last night.
In total, the company has received eight nominations, including four from the camp of activist shareholder Jim Grenon (Grenon himself, Philip Crump, Des Gittings and a new name – experienced businessman and governance specialist Henri Eliot).
The other four nominations are Joyce; shareholder Osmium Partners’ Adam Hoydysh and John Lewis; and shareholder Louis Jackson Joseph.
NZME said the Grenon camp had “again put forward its proposals to remove all current directors of NZME as well as an additional proposal to remove any person appointed as a director of NZME by the NZME board under clause 25.2 of NZME’s constitution after 28 April 2025, with all proposals to be voted on at the upcoming annual shareholders’ meeting”.
In its NZX notice today, NZME put up its own, alternative board proposal.
It said it believed its proposal enhanced the board’s capability in key areas, including digital transformation, and was “in the best interests of the company”.
It said the plan would also minimise disruption to NZME’s business and enable “the continuation of the implementation of NZME’s new areas of focus to drive success”.
The company confirmed today that Chapman would step aside if Joyce was voted in as a director.
“The NZME board initiated the approach to Mr Joyce and his nomination as a director, and believes that his expertise in media, politics and governance will be highly valuable to the NZME board,” NZME said in its notice to the NZX this morning.
Joyce is an experienced media-industry businessman who established his own successful radio company years before entering politics. He was a National Party MP from 2008 to 2018, and a minister for nine of those years. He is also a Herald columnist.
NZME’s notice to the NZX today says: “With the receipt of the nomination of Mr Joyce as a director, Ms Chapman has advised NZME that if Mr Joyce is appointed as a director at the annual shareholders’ meeting, Ms Chapman will resign as a director and chairman after a short transition, at which point the NZME board is of the view that Mr Joyce should then be appointed as chairman.
“In the event that Mr Joyce is not appointed as a director at the annual shareholders’ meeting, Ms Chapman does not currently intend to resign as chairman or as a director.”
Chapman has been on the NZME board since 2018 and chair since 2020.
As well as Joyce, the NZME board said it had engaged with Bowen Pan, a technology and marketplace expert regarding his possible appointment as a director.
“Mr Pan’s career has included being head of product at Treat Me, Trade Me’s local commerce platform, founder at Facebook Marketplace and head of product at Stripe,” said NZME.
“The NZME board believes that Mr Pan’s considerable expertise will greatly assist NZME’s focus on accelerating its digital transformation.
“It is the current NZME board’s intention that following the annual shareholders’ meeting, the NZME board would appoint Mr Pan as a director. Mr Pan currently intends to accept the appointment, subject to the outcome of the annual shareholders’ meeting.”
NZME said the remainder of its board would include existing directors Carol Campbell and Guy Horrocks “to assist NZME in continuing to reach its performance objectives given the skillsets that they bring to the NZME board”.
The other incumbent director, Sussan Turner, was required under NZME’s constitution and the NZX listing rules to retire by rotation at the annual shareholders’ meeting, and was currently considering her position.
“The NZME board is supportive of Ms Turner remaining on the board, as her skillset is valuable to the company.”
NZME said it believed its alternative board composition proposal was “in the best interests of the company and its shareholders”.
“However, the ability of the current NZME board to implement the alternative board composition proposal will ultimately depend on the outcome of the shareholder voting on the various resolutions to be considered and voted on at the annual shareholders’ meeting, including the JTG proposals to remove the current directors.
“The NZME board has not discussed the alternative board composition proposal with Mr Grenon or JTG at this time.”
Media Insider revealed Joyce was in line to be chair in a report on Monday night.
Grenon said last night in terms of forgoing the chairmanship – if in his opinion the right person was found to do so – that “... what is important to me is that the three objectives I have outlined to date, being better disclosure, journalistic improvement and a ground-up review (particularly of publishing), are undertaken.
“It would not be appropriate to comment with respect to any specific alternative names for chair at this time.”
The battle for control of the media company’s board became public in early March, with revelations that Grenon, a 9.97% shareholder, was seeking a clean-out of directors.
Grenon, and several other significant shareholders, have voiced their displeasure and concerns with the performance of the company – assertions that have been rejected by existing directors.
A showdown had been looming between Grenon – who had originally cast himself as a new chair – and the existing directors at the shareholders’ meeting.
Troy Bowker, the executive chairman of Caniwi Capital – an NZME shareholder and Grenon backer – told the Herald earlier that he had also heard Joyce’s name linked to the role of chair.
“If it does transpire, he is a good choice ... a man with vast experience in media and governance.”
He said he and other activist shareholders had set out with “a couple of objectives”.
“One being to unlock value by demerging and floating off OneRoof and the other being to create more value by managing costs and delivering better content.
“I felt, and others felt, that the current board, led by Barbara Chapman, have been an impediment, have been there too long, haven’t made the changes required and haven’t delivered on shareholder value. I think it’s a good time for her to step down and for others to step down if they choose to as well, or if they are voted out.”
Bowker said it was time for a fresh set of eyes, ears and skills “to improve the financial performance”.
Bowker said the past two months had been a “messy” process.
“From our perspective, it’s probably good to see this come to some sort of conclusion, in a balanced and reasonable outcome, if it transpires that way.”
NZME’s constitution currently allows for a maximum of eight directors, although this can be changed by ordinary resolution.
Expect lots of backroom discussions between substantial shareholders over the coming weeks, which may lead to a majority-supported compromise ahead of the shareholders’ meeting on June 3.
The full list of potential directors are:
From the existing board
Chair Barbara Chapman will depart if Steven Joyce is voted on to the board as a director/chair
Guy Horrocks and Carol Campbell are keen to stay on
Sussan Turner is still deciding
New nominations
Steven Joyce
From the Jim Grenon camp: Jim Grenon, Philip Crump, Des Gittings, Henri Eliot
From shareholder Osmium: Adam Hoydysh and John Lewis
Shareholder Louis Jackson Joseph
Editor-at-Large Shayne Currie is one of New Zealand’s most experienced senior journalists and media leaders. He has held executive and senior editorial roles at NZME including Managing Editor, NZ Herald Editor and Herald on Sunday Editor and has a small shareholding in NZME.
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