“This means WIN no longer meets the NZX Listing Rules governance requirements relating to board and audit committee composition, including as to the minimum number of independent directors on the board and in relation to various audit committee composition requirements under NZX Listing Rule 2.13.2,” NZ RegCo said.
The suspension will remain in place until further notice.
Exodus
On August 28, the board of Winton Land (Winton) announced to shareholders that Julian Cook has resigned from his roles, effective August 31.
Prior to resigning, Cook had assumed an interim expanded role after founder Chris Meehan stepped down as CEO and chair of Winton on July 6.
“In resigning, Cook has echoed the sentiments expressed by Steven Joyce and Guy Fergusson as the reasons for their recent resignations, stating that there is a fundamental misalignment of expectations between himself and the company’s majority shareholder, including as to the role of the board and approach to corporate governance of a listed company,” the statement on the NZX said.
Last Wednesday, chair Joyce and director Fergusson announced they were resigning from the Winton board effective from Monday, August 31.
Both are independent directors, and Fergusson is chair of the audit and financial risk committee.
Following Joyce and Fergusson’s departures, another Winton director announced he will resign from his role, also as of Monday, but will stay on the board.
James Kemp will step down as a member and chair of the company’s nominations and remuneration committee.
The news about Kemp followed the announcement earlier on Thursday that chief financial officer Jean McMahon had resigned. McMahon will remain in her role until November 26.
‘Fundamental misalignment’
Joyce and Fergusson said they were leaving due to a “fundamental misalignment of expectations” between themselves and the company’s majority shareholder.
The publicly listed residential and retirement village developer is 55% owned by former CEO Meehan and his wife, Michaela Meehan.
“Over recent months, it has become clear to us that there is a fundamental misalignment of expectations between ourselves and the company’s majority shareholder with regard to matters relating to corporate governance,” Joyce and Fergusson said.
“In an attempt to address this issue, amendments to the company’s constitution were proposed to the majority shareholder to provide minority shareholders with a direct say in board representation and provide a mechanism for independent advocacy for the interests of the company and all its shareholders.
“The proposed amendments were not supported by the majority shareholder.”
Chris Meehan resigned as CEO and chair of Winton on July 6 amid a board-led employment process, with Joyce taking over as chair.
Stay ahead with the latest market moves, corporate updates, and economic insights by subscribing to our Business newsletter – your essential weekly round-up of all the business news you need.