Australian listed litigation funder IMF today announced that it has agreed a sponsorship package with the New Zealand Shareholders Association (NZSA).

“IMF is delighted to support the NZSA. We recognise the independence of the organisation, the broad scope of its activities, and the importance of its role in providing a strong voice for the retail investor” said Andrew Charles, IMF Investment Manager for New Zealand.

“The NZSA faces a constant battle to resource our activities. While our work promoting best practice by companies and directors is well known, we also have a strong emphasis on providing information and education to our members, said NZ Shareholders Association Chairman, John Hawkins. “The Association is particularly proud of the role it played the formation of the FMA. We have made extensive input to the huge changes currently happening at legislative and regulatory level, which of course benefits all retail investors.  This agreement with IMF has made the task that bit easier,” he added.

“IMF recognises that it has been a challenging period for investors. The collapse of so many privately owned finance companies has dented confidence in the wider markets. The NZSA has an important ongoing role in restoring the balance. IMF is pleased to support its work through this sponsorship,” said Mr Charles

Andrew Charles
IMF (Australia) Ltd
+61 403 015 717

John Hawkins
Chairman, NZSA
021 640 588
ENDS

The New Zealand Shareholders Association has announced that this year its Beacon award for leadership and guidance on corporate practise has been awarded to Mr John Parker, Chairman of Port of Tauranga. The presentation will be made a  dinner in Auckland this evening.

Mr Parker has a broad background in business and farming, holds a Bachelor of Agricultural Science degree and graduated from the Advanced Management Programme at Harvard

NZSA Chairman John Hawkins said that Mr Parker joined the Port of Tauranga Board in 1996.. During his tenure, Port of Tauranga has been one of the best performing stocks on the New Zealand sharemarket with the share price almost trebling since he became Chairman in 2004.

Large fixed infrastructure such as port facilities are not usually seen as anything except steady income investments, but here we have proof that with a clear vision, steady growth strategy and an inclusive approach which leads to unity of purpose, all lead by John Parker, it is possible to do very much better, said Hawkins.

Port of Tauranga is a great example of the mixed ownership model in action. 55% is owned by the local Regional Council, but being allowed to run the business along strictly commercial lines has resulted in huge benefits to the local community, wider region and outside investors alike. Being able to maintain this arrangement over an extended period is testament to Mr Parker’s skills, he said.

Mr Parker commented that “I am egotistical enough to love the accolade, from an organisation I certainly respect. However, I am also realistic enough to know that while Port of Tauranga has done extraordinarily well, it is really an award for

the company and not me.

Port Of Tauranga has had successively good CEO’s, very good directors and a major shareholder in terms of the Bay Of Plenty Regional Council sensible enough to entrust commercial matters to the board and keep politics well away. We’ve also had an advantageous business environment, including weak competition. I’m extremely proud of the port and I see the award being for the port. I will accept it on their behalf with pride”, said Parker.

Recent winners of the Beacon have included Simon Challies, Rob Fyfe, Sir Michael Hill and Bruce Plested.

Attached:

Beacon award citation

John Hawkins, NZSA Chairman

021 640 588

John Parker, Chairman POT

0274421854

The New Zealand Shareholders Association said today it would be opposing the proposal by Nuplex to increase the director fee pool from $NZ1 million to $A1 million at the company’s annual general meeting on Thursday.

Chairman John Hawkins said the Association was not opposed to an increase to allow appointment of an additional director. However, the 28% increase being sought went well beyond what was required for this or to provide adequate “headroom’ in the fee pool.

Hawkins said that Nuplex directors had taken large increases since 2009 including changing their payment from New Zealand to Australian currency on a dollar for dollar basis. In July this year, the company increased the Chairman’s pay by a further 9% and directors by 6%, but on top of that, committee fees were increased by up to a 33% he said. They can do this because they had a large fee pool, but having almost exhausted this, they are now back asking for more, he said.

Shareholders are looking to see performance to match these sorts of increases said Hawkins. Unfortunately, key profit metrics at Nuplex have been flat for three years, and

the dividend has not altered in that time. The company has pointed out that their share price has appreciated in recent times, but in our view, this is more related to the general lift in the share market said Hawkins.

Hawkins said the Shareholders Association had asked Nuplex to limit individual director fee increases to around 2% which is close to new Zealand wage and salary settlements during the past two or three years, but has received no undertaking from the company. At the same time as the company is closing plants and laying off staff to cut costs, the directors do not seem willing

to share some of the pain by moderating their demands he said, adding that many shareholders found that attitude very disappointing.

Hawkins said that since it seemed to be an “all or nothing” deal, the Shareholders Association had no option but to oppose it. We will also oppose the re-election of David Jackson as all directors are complicit in these excessive fees demands. Fellow director Barbara Gibson will not be opposed as Hawkins said the company needed her chemicals industry expertise.

He added that in the Associations view, the current Nuplex board was light on industry expertise and they were hoping to see some changes on the board to boost capability in this area and achieve a better balance of skills.

John Hawkins

Chairman

021 640 588

The New Zealand Shareholders Association today slammed the actions of Pyne Gould Corporation and its related subsidiaries Perpetual Trust, PAM and Torchlight.

Association Chairman John Hawkins said the actions by the George Kerr controlled com

pany appears to fall far short of the standard of behaviour expected by investors. Perpetual is currently under investigation by the Financial Markets Authority and subject to action by its statutory supervisor Trustees Executors over a large related party loan from Perpetual Cash Management Trust to Torchlight. This was requested in an email from Mr Kerr on 19 February 2012. Hawkins said that despite no formal information, creditworthiness assessment or financial position information being available, the Perpetual board chaired by Brian Mogridge approved this non complying request the following day.

Incredibly the PGC board allowed Torchlight three months to provide supporting asset valuations following the drawdown of the loan said Hawkins. By 4 April the original $18m had grown to $28.22m, apparently without any further formal consideration. Some $15m has since been repaid.

On 27 April the PGC CEO John Duncan resigned. On 1 May the PGC auditors, KPMG, also resigned, apparently in regard to disclosure of these related party loans. In the meantime the company and its subsidiaries were being investigated by FMA following concerns from Trustees Executors.

PGC and Perpetual have fought all the way to the Court of Appeal to prevent disclosure of these transaction details, and it was only early and decisive action by the FMA that forced their release said Hawkins. Not surprisingly, investors have voted with their feet and a run on funds has forced Perpetual Mortgage Trust to institute a moratorium from today until August 31. This will stop investors withdrawing funds and could have a devastating cash flow effect on some said Hawkins. He added that not only was the stubborn reluctance to disclose material matters to current and potential investors completely unacceptable, but the resulting action is rubbing salt in the wounds. We understand further court action against Perpetual today has resulted in additional supervision and a number of orders being made to safeguard the investor’s position said Hawkins.

Hawkins said that in the Associations opinion Mr Kerr has demonstrated a cavalier attitude towards governance processes and sensible business practise. Just because he is the major shareholder, he is still required to meet his responsibilities toward all others under section 131 of the Companies Act, he said.

Hawkins said that Mr Mogridge as Chairman of PGC and a director of both Perpetual and Perpetual Asset Management at the time was deeply involved in this debacle. In the Associations opinion, along with the other directors he has seriously compromised his obligations toward investors. The NZSA believes the reputational damage is such that he should step down from his other public positions to avoid any collateral damage by association.

John Hawkins

021 640 588

Ends

Format

The New Zealand Shareholders Association today slammed the actions of Pyne Gould Corporation and its related subsidiaries Perpetual Trust, PAM and Torchlight.
Association Chairman John Hawkins said the actions by the George Kerr controlled company appears to fall far short of the standard of behaviour expected by investors. Perpetual is currently under investigation by the Financial Markets Authority and subject to action by its statutory supervisor Trustees Executors over a large related party loan from Perpetual Cash Management Trust to Torchlight. This was requested in an email from Mr Kerr on 19 February 2012. Hawkins said that despite no formal information, creditworthiness assessment or financial position information being available, the Perpetual board chaired

by Brian Mogridge approved this non complying request the following day.
Incredibly the PGC board allowed Torchlight three months to provide supporting asset valuations following the drawdown of the loan said Hawkins. By 4 April the original $18m had grown to $28.22m, apparently without any further formal consideration. Some $15m has since been repaid.
On 27 April the PGC CEO John Duncan resigned. On 1 May the PGC auditors, KPMG, also resigned, apparently in regard to disclosure of these related party loans. In the meantime the company and its subsidiaries were being investigated by

FMA following concerns from Trustees Executors.
PGC and Perpetual have fought all the way to the Court of Appeal to prevent disclosure of these transaction details, and it was only early and decisive action by the FMA that forced their release said Hawkins. Not surprisingly, investors have voted with their feet and a run on funds has forced Perpetual Mortgage Trust to institute a moratorium from today until August 31. This will stop investors withdrawing funds and could have a devastating cash flow effect on some said Hawkins. He added that not only was the stubborn reluctance to disclose material matters to current and potential investors completely unacceptable, but the resulting action is rubbing salt in the wounds. We understand further court action against Perpetual today has resulted in additional supervision and a number of orders being made to safeguard the investor’s position said Hawkins.
Hawkins said that in the Associations opinion Mr Kerr has demonstrated a cavalier attitude towards governance processes and sensible business practise. Just because he is the major shareholder, he is still required to meet his responsibilities toward all others under section 131 of the Companies Act, he said.
Hawkins said that Mr Mogridge as Chairman of PGC and a director of both Perpetual and Perpetual Asset Management at the time was deeply involved in this debacle. In the Associations opinion, along with the other directors he has seriously compromised his obligations toward investors. The NZSA believes the reputational damage is such that he should step down from his other public positions to avoid any collateral damage by association.

John Hawkins
021 640 588
Ends
Path:

The New Zealand Shareholders Association today called on shareholders to vote against the re-election of Sir Ron Brierley to the board of GPG. Chairman John Hawkins said that while he may still enjoy some support among older investors hankering for “the good old days”, the reality was that GPG had faded badly under Brierley’s Chairmanship in recent times. Requirements around disclosure and transparency do not suit his style and Sir Ron has not adapted to the changing environment said Hawkins. We are not alone in our views with a number of large institutional shareholders coming to the same conclusion, he said.

After failing to deliver on repeated promises to return wealth to shareholders, Sir Ron ceded the chair and much of his influence

when a shareholder revolt in late 2010 led to the appointment of several new independent directors. Subsequently, they reached the conclusion that GPG’s business model was broken and an orderly wind down was the best solution. Hawkins said that the 2011 GPG Annual report is the first time the company has been open with shareholders “and it was not pleasant reading”. Despite that, it was far better to have the truth and be able to make informed choices. Regrettably, Sir Ron has never embraced this requirement, he said.

Since the changes, Hawkins said Brierley’s attendance at 2011 board and subcommittee meetings has been poor. This is completely unacceptable to investors who require all directors to apply themselves diligently and enthusiastically to the benefit of the company and shareholders. Hawkins added that investors who witnessed Brierley’s behaviour at last year’s AGM in Auckland were appalled that he simply ignored them. Sir Ron undoubtedly has skills, but these are very different to those now required by GPG, so it is hard to see what special value he brings to the GPG board table said Hawkins. With his long history of paying lip service to corporate governance and ignoring shareholder concerns, we now view Sir Ron as a negative influence on the company.

The NZSA believes that GPG is so changed that the argument around the need to retain Brierley’s institutional knowledge no longer stacks up. In any event, Blake Nixon remains

with his specialist knowledge of the pension scheme arrangements. With the recent appointment of Scott Malcolm, the Australian operation also has effective director oversight.

The NZSA will therefore vote undirected proxies it holds against the re-election of Sir Ron Brierley at the GPG AGM to be held on 24 May in Auckland

John Hawkins

Chairman

021 640 588

ENDS

New Zealand Shareholders’ Association Chairman John Hawkins has welcome the 6.5 year
sentence handed down to former Bridgecorp MD Rod Petricevic this morning.

Hawkins said the Association was pleased the court had taken a much harder line in this
case “where there was clear knowledge and cynical disregard for the rights and obligations
towards investors”.

Hawkins said the sentence showed the courts were not going soft on people who knowingly and
recklessly disregarded the law. He added that this offending was in a different league to some
other recent cases, and was not only deliberate, but extended over a period of time. We expect
there may be a few other people facing charges who are fairly nervous about the outcome of
this, he said.

The NZSA gave its 2011 Golden Glob Award for appalling corporate governance to Petricevic
but had to hold back from making this public as we did not want to interfere with the judicial
process, said Hawkins. The proceedings and today’s sentence demonstrates just how richly this
odious honour was deserved.

The pity for investors is that none of the proceedings are likely to return

any money, as it has
been siphoned off into trusts where it is beyond the reach of creditors or the law, said Hawkins.
We think there needs to be a re-think around this issue so that those who do the time don’t
ultimately benefit from the crime, he added.

Mr Hawkins said that the new Financial Markets Conduct Bill currently before Parliament
tightens up the regulations and has a range of larger penalties available. Although the emphasis
is on civil action and compensation, egregious offences such as the Bridgecorp case will still be
liable for criminal conviction and 10 years in jail, he said.

Petricevic will be back in court later this year to face Crimes Act charges relating to Bridgecorp
funds allegedly used for the purchase of a large launch, and advanced to another company.
These charges have been brought by the Serious Fraud Office.

John Hawkins

Chairman

021 640 588

ENDS

Following constructive discussions with Sanford Ltd Chairman Jeff Todd and MD Eric Barratt, the Chairman of the NZ Shareholders Association, John Hawkins said agreement had been reached on changes to the company’s proposed director fee increase.

The issue had arisen as a result of shareholder dissatisfaction with Sanford’s performance since the last adjustment in 2008. The company was seeking an increase from $442500 to $550,000 (after adjusting for the extra board member recently appointed). Hawkins said that the company would limit the amount actually paid to $500k with the balance being available next financial year subject to a lift in performance.

It is important that the company can pay sufficient to attract quality directors with the skills to contribute to the strategic review that is ongoing, Hawkins said.

The NZSA accepted that current fees were too low, but it was important that director’s fees were related to performance and

not out of line with returns to shareholders. We believe the compromise we have reached balances those requirements, Hawkins said.

Hawkins said the company had also clarified a number of issues around the size and composition of the board and the Associations was satisfied that an ongoing renewal process is now in place. The company has also agreed to look at the timing of the release of AGM documentation. With a September balance date, investors receive documents very close to Christmas. Although legal constraints limited the options, we were encouraged by the company’s willingness to address this and the other issues we raised, he said.

As a result, Hawkins said the Shareholders Association would be voting undirected proxies it

holds in favour of the motion to increase directors fees at the company’s AGM next Wednesday.

John Hawkins

Chairman

021 640 588