Former National Party Cabinet Minister Steven Joyce will become chairman of a board that will include Jim Grenon. Photo / Nick Reed
Former National Party MP set to become chair and Jim Grenon to join board, but his three other nominees have been withdrawn. Current chair Barbara Chapman will retire and an editorial board will be established.
The bitter battle for media company NZME’s board is over, with the company and major shareholders landing on a new group of directors, led by former National Party MP Steven Joyce and including activist shareholder Jim Grenon.
“I am very happy with the outcome,” Jim Grenon told the Herald on Friday afternoon.
“It is a reset with an aligned vision and a first-rate combined team at all the major vantage points. I want to emphasise there is no disrespect intended to the members graciously making way for change.
“Much less pressure on me than Plan A would have brought, and I am thankful for that. I learned a lot about NZ thinking in these matters and met many interesting and charming people, as well.”
The new-look board - subject to a shareholder vote at the company’s annual meeting on June 3 - is now likely to be Joyce as chairman, with four directors, initially: Grenon and existing board members Carol Campbell, Sussan Turner and Guy Horrocks.
They are set to be joined by Bowen Pan, a technology and marketplace expert, after the shareholder meeting.
NZME’s current chair Barbara Chapman, who has borne the brunt of criticism from activist shareholders, will retire at the end of the June 3 meeting, according to an NZME notice to the NZX today.
Campbell, who also chairs the NZME audit and risk committee, would step down once a new independent director was found with suitable financial skills.
The notice said Grenon’s three nominees for the board - Philip Crump, Des Gittings and Henri Eliot - had been withdrawn, along with a Grenon proposal that all existing directors should be removed.
An editorial board would still be established “to assist and advise the editorial team”, the NZX notice said.
Crump, a blogger and lawyer, would be appointed as a member of the editorial board, “along with other members to be determined in due course”.
Gittings would be appointed as a member of the company’s OneRoof advisory board.
NZME owns the NZ Herald, Newstalk ZB, BusinessDesk, property platform OneRoof and a suite of entertainment radio stations and regional news titles. Earlier on Friday, NZME announced it was investigating a new car sales digital classifieds platform to take on Trade Me.
It appears that major shareholders, including Australian fund Spheria Asset Management - NZME’s biggest investor with just under 20% of the company - have played a pivotal role in determining the composition of the new-look board in recent days.
The emergence of Joyce as potential chairman has been a game-changer - he has support from many of the company’s biggest shareholders, including Grenon.
Caniwi Capital executive chairman Troy Bowker - one of a group of NZME shareholders agitating for change - said today: “The proposed new board and resignation of the current chair is a positive change and good initial step in the right direction for NZME.
“If the board had properly engaged with shareholders over the last several years and taken on board their views, then this messy process could have been avoided.
“This should be a lesson to other New Zealand publicly listed company board directors who are quite happy to receive their remuneration but don’t think they need to engage with shareholders, take hard decisions and seem to actively avoid accountability.”
NZME’s NZX announcement said today: “If Mr Joyce is appointed as a director at the ASM, it is expected that Mr Joyce would be appointed as chairman.
“Mr Grenon has confirmed to the board that he supports the appointment of Mr Joyce as chairman.”
Joyce, a National Party Cabinet Minister between 2008 and 2017 and a former radio industry entrepreneur, told the Herald earlier this week that 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 2000-01 – 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 then that he would talk to several shareholders, including Grenon, over the subsequent days.
Joyce and Grenon were spotted by a member of the public in Auckland’s Commercial Bay precinct on Friday morning, along with Chapman Tripp partner Roger Wallis.
Joyce told the Herald earlier that 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.”
On the question of editorial independence – the journalists’ union and others have raised concerns that this would have been 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.“
In its NZX notice today, NZME said: “NZME advises that Barbara Chapman has today advised she will retire as a director and chairman at the close of the ASM. Ms Chapman has been a director since April 2018 and chairman since June 2020 and has led NZME through challenging times in the New Zealand media market.
“Ms Chapman has been instrumental in driving the new board solution, and the board wishes to thank Ms Chapman for her exceptional commitment to NZME.”
Chapman - who has been the focus of criticism from activist shareholders who had been keen to overthrow her and other directors – said earlier this week she would step aside if Joyce was appointed to the board and became 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,” she said in a statement.
“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 on to 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.”
Meanwhile, according to today’s notice, Carol Campbell had advised she intended to remain as a director after the ASM “until such time as a suitable independent director is identified by the board with the required financial skills and experience to replace Mrs Campbell on the board and as chair of the NZME audit & risk committee”.
“Mrs Campbell’s intention is to retire as a director effective upon the appointment of that new independent director.”
Jim Grenon first came to public attention on March 3, with news that his stake in NZME had grown to 9.3%.
“These shares are being purchased for investment purposes,” an NZME NZX notice said at the time. “There is no current intention to make a takeover bid.”
Grenon, a Canadian-born private equity businessman, has been living in New Zealand since 2012.
He founded Calgary-based investment firm Tom Capital Management, and has also funded the Centrist news website.
It was revealed on March 6 that Grenon, who now owns 9.97% of NZME, wanted a complete cleanout of the board.
Among his concerns were a lack of financial reporting disclosures, operational and financial issues and sloppy journalism.
The journalists’ union E tu and existing board members, among others, raised concerns that Grenon would seek to undermine editorial independence, particularly at the NZ Herald.
On March 12, in a statement to the Herald, Grenon said: “Many of the shareholders supporting me are funds [that may have small investors] trying to make a profit.
“It is concern about operational aspects of NZME that is driving this change. The editorial content is very much a side issue, but the quality of the journalism does impact everything else in the business and is also the board’s ultimate responsibility.
“The new board intends to improve on the journalism, with an emphasis on factual accuracy, less selling of the writer’s opinion and appealing to a wider political spectrum.”
This week, the Takeovers Panel cleared Grenon of any breach of the Takeovers Code when he bought a small parcel of NZME shares on March 4.
“The panel’s decision turned on whether, at the time of the acquisitions, Mr Grenon was an associate of Spheria Asset Management Pty Limited, the controller of at least 14.946% of voting rights in NZME, and with Caniwi Capital Partners Limited, the controller of 1.674% of the voting rights,” it said in a statement.
“After receiving documentary evidence and hearing oral evidence, the panel was satisfied that, at the time of the acquisition, Mr Grenon was an associate of Caniwi, but not an associate of Spheria.
“Accordingly, after the acquisitions, Mr Grenon, together with his associates, did not hold or control more than 20% of the voting rights in NZME.”
The Takeovers Panel determination gave an insight into Grenon’s perfectly legal discussions with Caniwi and, in particular, Caniwi executive chairman Troy Bowker.
“Mr Grenon gave evidence that, while he had a previous interest in NZME, it was after speaking with Mr Bowker about NZME in August 2024 that Mr Grenon decided to buy shares in the company.”
The panel said evidence suggested Grenon and Bowker “were, amongst other things, focused on unlocking value associated with NZME’s ownership of OneRoof and, from a reasonably early point in their engagement about NZME, they each formed the view that this would require a change in the chair of NZME.
“This evolved to Mr Grenon and Mr Bowker each concluding that a change in the full board was the appropriate course of action.”
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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