Vertex appointment to defuse boardroom row

In the latest twist to the boardroom wrangle at plastics company Vertex, professional director Tony Frankham has joined as chairman in an interim appointment approved by the High Court on Christmas Eve.

A dispute within the board became public last week after managing director Paddy Boyle and independent director Sandy Maier asked the court to declare the appointment of their three board colleagues illegal.

Mark Stewart, Warwick Webb and chairman Warren Bell were voted onto the board by three outgoing Vertex directors in September despite attempts by Boyle and Maier to block them.

The dispute centres around an alleged conflict of interest, as Stewart's family company, Masthead, which is Vertex's largest shareholder with a 19.9 per cent stake, also controls Vertex rival Alto plastics.

Webb acts as a consultant to Masthead.

Boyle and Maier want to have the three appointments declared invalid. They expect a court hearing in February.

Talking of Frankham's appointment, Stewart said it would help the company to function - in terms of governance - as the dispute was sorted out.

The Auckland accountant displaces former independent chairman Bell, who will stay on as a director.

Both camps welcomed Frankham's appointment. Stewart said: "It's a good way not to let the company go into limbo. He is a very professional guy."

Boyle called the appointment "one more step towards a resolution".

"We certainly welcome Tony, someone of his quality as chairman. We know he will assist in keeping the board functional while the underlying issue of the appointment of directors is resolved."

Frankham is the chairman of the Institute of Chartered Accountants' disciplinary tribunal, a member of the Takeovers Panel and a director of Auckland International Airport.

He said he was asked to join the board less than a week ago. "I have had nothing to do with the company at all, nothing to do with directors' interest groups, or the directors. So I'm truly independent."