The announcement that former National Party politician Steven Joyce is in line to be a director – and likely new chair to replace Barbara Chapman – has received favourable backing from the company’s biggest shareholder, Australian fund Spheria Asset Management, and a range of other investors.
Auckland businessman Jim Grenon, another substantial shareholder and board nominee who has been pushing for a clean-out of existing directors, has said he is prepared to forgo being the chair – and would settle for a directorship position – under the right circumstances.
Grenon has previously said Joyce comes with “top credentials”.
Osmium has been approached for comment about its announcement today.
NZME on Tuesday released the full set of nominations.
Following Osmium’s move, there are now six outside nominations, including four from the camp of activist shareholder Grenon (Grenon himself, Philip Crump, Des Gittings and a new name – experienced businessman and governance specialist Henri Eliot).
The other two nominations are Joyce and shareholder Louis Jackson Joseph.
Aside from these, NZME has put forward its own alternative board proposal.
This includes the retention of existing directors Guy Horrocks and Carol Campbell and possibly Sussan Turner.
Another shareholder, Caniwi Capital executive chair Troy Bowker, told BusinessDesk today that comments made by existing chair Barbara Chapman were misleading. The comments had presumed she would have a say in the appointment of prospective director Joyce as chair.
“The only thing she gets to decide is whether she stands as a director,” said Bowker.
NZME has yet to release the formal notice of the shareholders’ meeting.
Bowker told BusinessDesk that he expected the first resolution of the meeting to be a vote to remove all existing directors.
“There needs to be a clarification statement that says the process will be: board spill first; others (resolutions to elect new directors) next; and the board appoints the chair.”
As part of its own alternative board proposal, NZME has said it has also 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,” NZME said.
“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.”
What happens from here?
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 is now:
From the existing board
– 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
– Shareholder Louis Jackson Joseph
NZME has proposed adding Bowen Pan as a director after the shareholders’ meeting.
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.
