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NZSA says PFI should look at replacing long-serving directors

Tuesday 30th April 2019

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Property for Industry should think about replacing a couple of very long-serving directors, the New Zealand Shareholders’ Association says.

“During the year, Peter Masfen, a long-serving director and chair, retired and was replaced as chair by Anthony Beverley, who was appointed to the board in 2001,” NZSA says in its advice to members on how it will vote the proxies it receives ahead of the PFI annual shareholders’ meeting.

“We note that Humphry Rolleston was appointed to the board in 1994,” NZSA says.

“Whilst both are described as independent, internationally it is considered that a director ceases to be independent after they have served 12 years,” it says.

“This recognises the probability that their long tenure will have bought them close to management and questions their ability to act at arm’s length from these relationships.”

Masfen steered PFI from being a listed property trust to internalising the management contract in 2017. When his retirement from the board was announced in March last year, the company said that during Masfen’s tenure, PFI’s portfolio grew from 46 properties valued at $209 million to 92 properties valued at more than $1.2 billion while revenues more than tripled to $73.5 million.

“While it may be sensible to have a period of stability after the management internalisation and the retirement of Mr Masfen, we would suggest the board considers these long tenures and puts in place a structured succession plan,” NZSA says.

“The executive backgrounds of the board are in the industry, banking and the law. The company is well run and we consider the skill sets appropriate,” it says.

Beverley formerly ran AMP’s property portfolio and his other directorships included Arvida Group and Ngai Tahu Property. He is a chartered fellow of the New Zealand Institute of Directors, a fellow of the New Zealand Institute of Valuers and a fellow of the Property Institute of New Zealand as well as of the Financial Services Institute of Australasia.

Rolleston, who sits on Infratil’s board, owns investment company Asset Management and chairs tourism operator ANZCRO New Zealand.

The company announced in February that managing director Greg Reidy was stepping down to become a non-executive director from June and that he would be replaced as chief executive by general manager Simon Woodhams.

“It is pleasing that Simon Woodhams … is chief executive officer rather than managing director. NZSA generally does not favour the CEO also being a director. This is to ensure there is a clear separation of the management and governance functions,” NZSA says.

The NZSA says it will vote its proxies in favour of all three resolutions due to be put to the AGM, including the re-election of Susan Peterson, a director since 2016.


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