The New Zealand Shareholders’ Association is hoping that financial institution software provider Finzsoft will come clean at the annual shareholders’ meeting about squabbles both at board level and between the owners of its largest shareholder.
Silverlake HGH owns 85.5 percent of Finzsoft and Finzsoft’s managing director Andrew Holliday owns 49 percent of Silverlake, although Holliday told Finzsoft’s board in September that he wants to sell his Silverlake stake.
NZSA notes that Finzsoft’s board hadn’t thought that fact was material until the stock exchange operator, NZX, informed it otherwise.
Malaysia-based and Singapore-listed software company Silverlake Axis owns the other 51 percent of Silverlake.
It appears Holliday and the Malaysian company have had a falling out.
Independent chair Brent Impey and the other independent director, Paul Cook, who have been on the board since December 2011, plan to step down at the annual meeting in Auckland on Friday, Dec. 14.
Last month, NZX took the unusual step of putting Finzsoft’s shares in a trading halt because of its concerns about Finzsoft’s disclosure. Normally, it’s a company itself that asks for a trading halt.
A group of minority shareholders owning 8.7 percent of Finzsoft has also requested an apparently redundant special meeting to vote Impey and Cook off the board and to appoint three new directors.
Finzsoft announced in July that Impey and Cook were leaving.
“We hope that the meeting will provide more background to the reasons behind this as it appears that there have been tensions at board level,” NZSA says in advice to members.
“If this was the case, it will have created difficulties for the company and potentially have impacted on its operating performance.”
Finzsoft says the three resolutions calling for new directors “are materially identical to the resolutions that the board proposes to put to a shareholder vote at its upcoming annual meeting and that the three proposed directors who are the subject of the requisition notice were very recently nominated as directors by the minority shareholders.”
NZSA says these are “interesting governance developments” but it notes that one of the three proposed new directors, Tracey Berry, is no longer available to stand.
“As it seems she may have qualified as an independent director, and Finzsoft needs a further independent director, we are curious to know what changed,” the association says.
The company has said it is looking for another independent director.
The other two new directors are Robert McKinnon and Helen Hatchard.
McKinnon will be the sole independent director – NZX listing rules require at least two independent directors – but Hatchard won’t be independent because she is the chief executive of the Police and Families Credit Union, one of Finzsoft’s customers.
NZSA is opposed to Hatchard’s election to the board. “While Helen’s experience in banking and finance is appropriate and she would add welcome gender diversity to this board, we are concerned that, as the chief executive of the Police and Families Credit Union, Helen has a conflicted customer relationship with Finzsoft.”
NZSA says it will vote its proxies in favour of McKinnon, who has been both Westpac’s and Commonwealth Bank of Australia’s chief information officer and is currently a director of AMP Capital Funds Management and AMP Investment Services.
The association also notes that Simon Scott, who was appointed as an alternate director for Holliday on Oct 10, is also a representative of a Finzsoft customer.
Scott is an executive director and chief executive of First Credit Union and a director of First Insurance.
“While clearly Scott and Hatchard are supportive of Finzsoft, it would be highly unusual to have representatives of two important customers participating in board activities,” it says.
Finzsoft shares closed at $1.86 last week, valuing the company at $16.4 million, and have fallen 25.6 percent year-to-date.