The New Zealand Shareholders' Association is suggesting that The Warehouse's deputy chair Keith Smith should step aside after three decades on the board.
Smith has been advising The Warehouse since it was founded in 1982 and chaired the company between 1995 and 2011.
"As we noted last year, while Mr Smith has made a longstanding contribution to the company, particularly on its audit committee – and is not up for re-election – we would hope that he and the board carefully consider whether he should stand down before his current term expires in order to allow for renewal and refreshment," the association says.
It notes that the other seven directors were all appointed between 2012 and 2018. Three have an executive background in the industry, two have experience in the digital and IT field, one in accounting and finance, and the other in media.
"We consider the skill sets of the board to be appropriate to the company," the association says.
"When assessing boards' strength, we consider the backgrounds of the directors to ensure there is a diversity of thinking around the board table, the core competencies and skills to ensure these are balanced and relevant to the business and the length of service of each member to ensure there is a process of renewal and refreshment and a continuing matching of skill sets to changes in the business."
Smith has also chaired Goodman New Zealand for the past 14 years, been a director of Mercury NZ since 2009 and is a director of several private companies. He also sits on Westland Milk Products' board.
The association says it will vote its undirected proxies in favour of all four resolutions to be put at The Warehouse annual shareholders' meeting, including the election of independent director Will Easton, appointed to the board last month and who has worked with Facebook, Google, Microsoft and Coca Cola during the past 20 years.