Marsden Maritime censured for breaching NZX rules

Marsden Maritime chairman John Goulter
Marsden Maritime 12-month price history (NZX.com)

Northland ports company Marsden Maritime Holdings [NZX: MMH] has been rapped over the knuckles by market regulators for breaking the rules on voting rights.

The New Zealand Markets Disciplinary Tribunal has publicly censured Marsden – formerly known as Northland Port Corporation – for breaching NZX main board listing rule 9.3.1, which disqualifies a shareholder from voting if they are an “associated person” of a director.

The dispute arose from Marsden’s October 2013 annual meeting, where the question of whether directors’ fees should be raised from $182,600 to $200,000 was put to shareholder vote.

Northland Regional Council holds approximately 53% of Marsden’s shares, and voted in favour of the resolution.

But at the date of the meeting, Marsden director Colin Mitten was also the chairman of Northland Inc, the Northland region’s economic development company wholly owned and controlled by the Northland council.

The New Zealand Shareholders Association complained to the market regulator about the possibility of improper influence. Its chairman John Hawkins could not be reached for comment this morning.

The tribunal agreed with the Shareholders Association and found there was a relationship between Mr Mitten and the council, and influence could exist as a consequence of the relationship.

The council was deemed an “associated person” of a director and therefore should have been disqualified from voting, the tribunal said.

However, Marsden management is unhappy at being hauled over the coals for what they view a trivial matter.

Marsden chairman Sir John Goulter said in a statement today: “The board of the company is extremely disappointed to learn that the company has been censured in relation to what the board considers is no more than a technical question decided by the tribunal on the proper interpretation of a listing rule.”

The board held an “honest belief that its actions were correct” when deciding the associate status of the shareholder, he said.

Sir John questioned the need for Marsden to be publicly censured, as the tribunal decided not to impose a penalty or costs and the resolution which brought the matter into dispute was not affected. 

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