Telecom's annual meeting should be a lively event. Bruce Sheppard and his Shareholders' Association will be there in force and have notified directors that they will raise four issues.
A fifth resolution - "That this meeting recommend to the board that, whenever practicable, external consultants other than the company's auditors be
used for consulting engagements" - was notified to directors in mid-July but has been withdrawn because the board decided the group's auditors will no longer do any non-audit work.
The four remaining issues are:
* That the board investigate and report to shareholders on the best way to align directors' remuneration with the long-term interests of shareholders.
The association notes that every director, with the exception of Patsy Reddy, chose to accept cash dividends instead of participating in the dividend scheme and this may indicate a lack of confidence in the company.
Sheppard believes that directors' remuneration should be increased, but this should be subject to the group's performance and be paid mostly in shares.
* The association wants to restrict directors' retirement allowances to no more than "10 per cent of the total remuneration of the director in his or her normal capacity as a director of the company", and the payment be authorised by an ordinary resolution of shareholders.
This issue is raised continually at shareholder meetings.
* The advocacy group also wants the board to review the remuneration of key executives to ensure that there are appropriate incentives for the creation of long-term shareholder value.
Sheppard is asking for more comprehensive reporting of senior executive remuneration, with a breakdown of the base salary, short-term and long-term incentives and other remuneration in the form of shares and share option schemes.
* The association argues that Telecom's present share option scheme has failed because the vast majority of options issued prior to July 2001 have either lapsed or are out of the money.
It is asking the board to "curtail the existing share option scheme pending a full review of alternative remuneration strategies to support shareholder value creation".
In light of developments in the United States over the past few months these are important issues. There should be some spirited discussions at the annual meeting in Wellington on October 10.
Wakefield Hospital
The Shareholders' Association is co-ordinating attempts by original Wakefield Hospital shareholders to get their money back following the Securities Commission's damning report on the company's share float.
Application forms are available in the shareholder advocacy section of the association's website. The company must receive these by September 5.
If Wakefield Hospital and its directors do not honour these requests then shareholders have alternative remedies under the Securities Act and the Fair Trading Act.
These remedies can be more effectively pursued in a co-ordinated fashion under the umbrella of the association.
Designer Textiles
Designer Textiles shareholders have to make a difficult decision at tomorrow's special meeting.
They are being asked to allow controlling shareholder George Gould to increase his stake without making a takeover offer to all shareholders, as required by the Takeovers Code.
On April 2, Designer Textiles said it wanted to buy back up to 1,787,075 shares, starting on April 8.
No purchases have yet been made but when they are the price will be determined by the market value, but will be no more than $1 a share.
Gould owns 24.7 per cent of Designer Textiles and, as he does not intend to participate in the buyback, will increase his holding to 26 per cent.
Under the code he is required to sell sufficient shares to reduce his holding back to 24.7 per cent, but he is asking shareholders for an exemption from this requirement.
This is not a minor issue. Any shareholder who controls more than 25 per cent of a company has the right to veto any major transaction at a meeting of shareholders.
If Gould owns less than 25 per cent there is always the chance that another party will make a takeover offer with the aim of obtaining 75 per cent.
But if Gould lifts his holding to 26 per cent he will be in an extremely strong position and there is little prospect of a takeover offer from another party.
Affco
Affco shareholders are also being asked to approve an exemption under the Takeovers Code at a special meeting next Tuesday.
The Auckland-based meat group is having a one-for-one rights issue at 10c a share and shareholders are being asked to approve two resolutions:
* That Talley's Fisheries and Peter Spencer be allowed to underwrite the issue for no fee.
* Dairy Meats NZ will not take up its rights issue entitlement and Talley's and Spencer want permission to acquire 75 and 25 per cent of these rights respectively at 3c per right.
Talley's and Spencer currently hold 19.9 and 18.7 per cent of Affco respectively and Dairy Meats 9.4 per cent. If the Dairy Meats transaction is approved, Talley's and Spencer will increase their shareholdings to 23.4 and 19.8 per cent.
If there is a 20 per cent rights issue shortfall Talley's will raise its holding to 26.5 per cent and Spencer to 20.9 per cent.
Although Talley's and Spencer have declared that they have no agreements or arrangements to act in concert, they would own 47.4 per cent of Affco between them. This would give the two parties effective control of the board and the ability to defeat any ordinary or special resolutions.
Before they vote on the issue, Affco shareholders should consider some important questions.
Why are Talley's and Spencer underwriting a rights issue that is at a deep discount to the present market price?
Why should the two parties be allowed to go above 20 per cent and acquire a control shareholding when they are not paying a premium for control?
Why would Affco minority shareholders allow Talley's and Spencer to obtain a controlling interest in Affco when neither party has outlined its objectives and strategies for the beleaguered meat group?
* Disclosure of interest: Brian Gaynor is a Telecom shareholder.
Securities Commission
NZ Shareholders Association
Telecom's annual meeting should be a lively event. Bruce Sheppard and his Shareholders' Association will be there in force and have notified directors that they will raise four issues.
A fifth resolution - "That this meeting recommend to the board that, whenever practicable, external consultants other than the company's auditors be
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