The independent directors of PGG Wrightson have pushed back against a move by overseas majority shareholder Agria Corporation to get rid of them and redress the balance of the board table.
Canterbury-based independent director Garry Moore has been elected chair to replace Agria representative and acting chair U Kean Seng.
The board has also insisted that all current and nominated directors should provide full disclosure of their credentials ahead of a special shareholders’ meeting.
Agria has proposed seven resolutions for the requested SSM – the removal of three existing directors out of five in total and the election of four Agria nominees.
If successful, that would give Agria a strong majority of five out of six directors.
The three independents targeted by Agria are Moore, deputy chair Sarah Brown and Charlotte Severne.
The four proposed replacements are Agria principal Alan Lai, who was a former chair of PGG Wrightson, fellow Singaporean Wilson Liu and two local nominees, Traci Houpapa and Vena Crowley.
Agri has been a majority shareholder of PGG Wrightson (PGW) for 15 years, initially hailed as a capital rescuer, but that company and its nominees have run afoul of securities authorities in other jurisdictions.
Moore’s first statement made references to those problems.
“The board has determined that in the present circumstances, it is appropriate that all shareholders have sufficient information to make an informed decision with respect to voting on the resolutions to be put to the meeting.
“The board intends to diligently ensure that PGW meets its obligations under relevant regulation including the Companies Act, the NZX Listing Rules and also the recommendations in the NZX Corporate Governance Code.”
No date has yet been set for the SSM but PGW’s interim results are due out on February 27.
More details of the governance wrangle are expected, along with a requisite 20 days’ notice of the SSM to shareholders.
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