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I'm not scared of Carmel Fisher, says Marlin chairman

Meanwhile, the "formidable woman" herself declares victory against an activist investor's motion to wind-up the company. 

David Williams
Thu, 01 Nov 2012

A testy exchange between fund managers at today's Marlin Global annual meeting was upstaged when chairman Alistair Ryan declared: "I am not scared of Carmel Fisher."

The focus of the two and a half hour meeting in Auckland was a non-binding resolution to remove fund manager Fisher Funds and wind up the listed company.

Immediately after the meeting, Fisher Funds managing director Carmel Fisher – also Marlin's executive director – told NBR ONLINE: "I think it has been a vote of confidence in Fisher Funds remaining as the manager and I expect it to be, because I think the proposal was opportunistic and it was seen as such."

The vote results were not announced as this story was posted, but have subsequently been released – with 80% voting against the wind-up motion.

Even if it was successful, the motion was unlikely to have any effect because Marlin's independent directors have just renewed Carmel Fisher's Fisher Funds management contract for five years.

Questioning independence

Activist investor Chris Swasbrook, Elevation Capital's managing director, who proposed the wind-up motion, claimed shareholders have lost 12% since the 2007 initial public offering.

That is well below the equity market benchmark, he says, and despite managed dividend payouts and a share buyback programme.

Mr Swasbrook says Fisher Funds has charged fees of $6.7 million and he poo-pooed the independent directors' review of Fisher Funds' performance before the contract renewal.

"Can you be confident that they would consider other proposals that may cause tension with Carmel Fisher but benefit us as shareholders? Personally, I don't think so." 

Independent directors Mr Ryan and Carol Campbell also sit on the boards of other Fisher Funds-managed listed companies, Barramundi (NZX: BRM) and Kingfish (NZX: KFL).

Mr Swasbrook's comments prompted Mr Ryan to declare: "I am not scared of Carmel Fisher.

"She is a formidable woman, there's no question about that, but my responsibility is as an independent director and I have to fulfil that responsibility whether I'm scared of Carmel or not."

Testy response

Ms Fisher says Marlin's investors have already had the chance to invest in Elevation Capital "every day".

"If they wanted to they would have invested with you and you've got, what, $25 million under management after five years so presumably some investors have supported you."

After the meeting, Ms Fisher dismissed claims her company's management fees are too high, saying Marlin's contract is unique in New Zealand in that the fee drops if performance targets are not met.

"Part of some of the information that's been travelling over the last two or three weeks, unfortunately, has been inaccurate and not well researched. So that's been unfortunate and it's made the whole discussion a lot bigger than it should otherwise have been."

Mr Ryan told NBR ONLINE after the meeting he might be on three listed companies with funds managed by Fisher Funds "but we're independent of Fisher Funds Management three times".

"I don't think being on the same fund compromises our independence."

Mr Ryan says board meetings of the three companies take place consecutively on a single day but three sets of directors' fees is justified.

"It's very efficient, obviously, but there is different material for each meeting and the board papers for each are extensive."

Marlin shares (NZX: MLN) dropped 1.41% by 2.30pm today, to 70 cents, after starting the year at 72 cents.

David Williams
Thu, 01 Nov 2012
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I'm not scared of Carmel Fisher, says Marlin chairman