He was responding to Herald questions about the immediate resignation last week of director Abby Foote, and Monday’s announcement that Fiona Mackenzie, a directorfor three years, would not seek re-election as an independent director at the company’s annual meeting on December 18.
McLeod told the Herald said the circumstances of the two directors’ announcements were “very different”.
“Abby Foote chose to resign with immediate effect. Fiona Mackenzie, while eligible for re-election at this year’s AGM has decided not to seek such re-election and will therefore end her tenure....at the conclusion of the AGM.”
Mackenzie was chair of Sanford’s audit, finance and risk committee and a member of the nominations committee.
Foote was chair of the people, health and safety committee, a member of the audit, finance and risk committee and a member of the nominations committee.
Foote and Mackenzie had made the decisions themselves, McLeod said.
Sanford, New Zealand’s largest integrated fishing and aquaculture business, remained in compliance with the board composition requirements of the NZX listing rules, he said.
“My responsibility as chair is to help govern [Sanford] in the interests of the company and shareholders as a whole.”
McLeod did not wish to comment on an earlier statement from Foote.
Foote told the Herald: “I am no longer aligned with the view of the majority of the board as to the best interests of the organisation in particular as it relates to actions by significant but minority shareholders which are making it increasingly difficult to govern the organisation in accordance with the expectations of the NZX Corporate Governance Code and my view as to good practice for listed companies.”
The Herald is approaching other shareholders. And Mackenzie, managing director of ANZ Funds Management, has been approached for comment.
The Herald also asked Sanford to comment on the board’s appointment of director Craig Ellison as acting chief executive in August.
Ellison is a former CEO of Ngāi Tahu Holdings and former chair of Ngāi Tahu Seafood. He replaced Peter Reidie who joined the company in 2021.
McLeod said Ellison remained CEO in an acting capacity and was “doing a wonderful job”. The company has previously said a search is under way for a permanent replacement.
“We recognise Craig’s role has both a governance and management dimension, and indeed managing directors are commonplace,” McLeod said.
As a precaution in line with good governance practice, Ellison was removed from the company’s audit, finance and risk committee, he said.
“Mr Ellison’s role as our acting CEO does not raise any governance concerns for me. Sanford remains in compliance with the board composition requirements of the NZX listing rules.”
Sanford’s board is now independent chairman McLeod, interim CEO Ellison, Mackenzie until Dec 18, and Skellerup boss David Mair.
Former Port of Tauranga chief executive Mark Cairns resigned as a director in February, effective immediately, citing workload as a director of several listed companies.
Andrea Fox joined the Herald as a senior business journalist in 2018 and specialises in writing about the dairy industry, agribusiness, exporting and the logistics sector and supply chains.
