Telecom announces proposed a series of board changes if shareholders and debtholders approve a split (the company's Chorus division must be separated as a condition of its Crown fibre contract).
The chief change is that long-time chairman Wayne Boyd would step down.
Mr Boyd would be succeeded by former corporate lawyer Mark Verbiest, a Telecom senior manager between 2000 and 2008.
The news came as part of Telecom's final separation documents, or "Scheme Booklet", released this morning.
A second key piece of news in the documents was that the Telecom shareholder vote on the split will take place at the company's annual meeting on October 26.
The Telecom split also requires 75% approval from investors who hold $541.7 million in "Telebonds". Those who vote yes will get a one-off payment of 0.25%.
The Scheme Booklet puts the cost of splitting Chorus from Telecom at $85 million and $120 million, not including up to $20 million to $30 million for separating IT systems.
SON FOR THE RETURN HOME: Mark Verbiest (bottom left) features in this page from what former CEO Theresa Gattung, in her biography Bird on a Wire calls "A page from the wonderful farewell book my team gave me when I left Telecom in 2007." Also pictured (clockwise from top left): Kevin Kenrick (who became House of Travel chief executive), CFO Marko Bogievski (now Infratil chief executive), COO Simon Moutter (now Auckland Airport chief executive), Trisha McEwan, CIO Mark Ratcliffe (CEO in waiting of New Chorus) and Chris Woodwiss. It was a crew that failed to anticipate then Communications Minister David Cunliffe's resolve to operationally separate the company.
FMA, Super Fund ties
Mr Verbiest is also the chairman of Transpower, along with being a director of other companies, including listed companies AMP NZ Office Limited and Freightways.
In addition, he is a member of the board of Trustees of the Government Superannuation Fund Authority, and is a board member of the Financial Markets Authority
Between 2000 and 2008 Mr Verbiest - that is, during Theresa Gattung's reign at the head of Telecom - he was a member of Telecom’s senior executive team, as General Counsel. Before that, he was a senior partner at Simpson Grierson, specialising in mergers and acquisitions and securities, competition and utilities-related law.
Director Wayne Spithill - a former Asia Pacific regional manager for Telecom's controversial network partner, Alcatel Lucent - will also step down if the de-merger goes ahead.
Murray Horn and Kevin Roberts will stand for re-election at the annual meeting.
Indpendent director Sue Sheldon will step down upon demerger in order to take up her role as chairman of Chorus, as previously announced.
Chief executive Paul Reynolds will remain on the Telecom board. Dr Reynolds has said he will leave the company following the demerger.
Chorus chief executive Mark Ratcliffe will not sit on his company's board if the spin-off goes ahead.
The board has proposed the following directors join Verbiest:
- Investment banker Charles Sitch
- NZ Post deputy chair Justine Smyth
- Transpower director Maury Leyland
- Paul Berriman (CTO of Hong Kong telecommunications company PCCW)
The board changes were proposed as part of the Telecom-Chorus separation documents released to the markets today.
The company has already announced debt allocation and other major details of the split.
Telecom shares [NZX:TEL] were down 0.41% to $2.455 in late morning trding.
Chris Keall
Tue, 13 Sep 2011
Tue, 13 Sep 2011
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Telecom proposes replacing long-time chair Boyd with Gattung-era counsel
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