Watchdog seeks answers from 2 Cheap
The NZX’s watchdog has raised concerns about the boardroom upheaval unfolding at NZ Automotive Investments (NZAI), the parent company of 2 Cheap Cars.
NZ RegCo, the regulatory arm of the stock exchange, has given NZAI until the end of August 8 to provide it with assurances the company is complying with corporate governance guidelines under NZX listing rules.
It is the latest drama to hit NZAI following the announcement last month that four board members were resigning because of a breakdown in the relationship with major shareholder David Sena.
NZ RegCo has questioned the independence of the two nominees, Gordon Shaw and Michael Stiassny, who have been promoted by Sena to fill the vacancies on the board.
It was announced on August 4 that Shaw and Stiassny are set to join NZAI’s board from August 21. They will then retire and stand for election at the company’s annual shareholders’ meeting (ASM) on August 25.
The news follows non-executive directors Charles Bolt, Tim Cook, and Tracy Roswell, and co-founder and executive director Eugene Williams quitting the board last month, with their resignations taking effect from August 20.
Sena initially put forward Shaw, Julian Davidson and Jason Lewthwaite as nominees to join the board. The latter two have since withdrawn their consent to be nominated as directors, which prompted Sena’s invitation to Stiassny.
NZ RegCo says in a statement it released on August 5 that NZX listing rules impose governance requirements on NZAI, including having at least two independent directors.
“NZ RegCo is concerned about the circumstances of the exit of the resigning directors and notes the involvement of Mr Sena in the nomination and intended appointment of Mr Shaw and Mr Stiassny,” it adds.
The regulator notes it has requested information from NZAI about how it is complying with the rules and “this includes requesting the current NZAI board’s assessment of the independence of Gordon Shaw and Michael Stiassny, and the basis for that determination”.
It says the assessment must also be contained in the notice of meeting that must be sent to shareholders at least 10 working days before the ASM.
The boardroom upheaval of recent weeks follows chief executive David Page resigning on July 1, with his last day at the company set to be September 30.
