New Talisman shareholders have voted John Upperton onto the board. Photo / NZME
New Talisman shareholders have voted John Upperton onto the board. Photo / NZME
Shareholders in New Talisman Gold Mines have voted outsider and company critic John Upperton onto the board and have sought the removal of current chairman Charbel Nader and chief executive Matthew Hill as directors.
In what the New Zealand Shareholders Association (NZSA) said was a win for shareholder activism, shareholdersalso successfully blocked Kelly Wyse from serving on the board at today's annual meeting, which was held virtually.
Upperton, who has in the past criticised the company's path, received 64.55 per cent of the vote in favour.
Victor Rabone, who also had the association's support, was elected with 78.3 per cent support.
A non-binding resolution from the floor to remove Matthew Hill from the board received 58.75 per cent of votes in favour.
Another binding resolution to remove Nader was passed with 60.09 per cent support.
As "non-binding" resolutions, the board is not bound to act on them.
NZ Shareholders Aossication chief executive Oliver Mander. Photo / NZME
In August the Financial Markets Authority (FMA) filed civil High Court proceedings against Hill for alleged information-based market manipulation and making false and misleading representations.
The NZSA said it was satisfied with the outcome of the meeting.
"NZSA has supported retail shareholders to ensure that their concerns are heard by the New Talisman board and to advocate for governance improvement – as we do for any listed company," association chief executive Oliver Mander said.
The NZSA supported the election of Upperton, a concerned shareholder, to the board, as well as opposing recent board appointee Kelly Wyse.
The NZSA also voted to remove Nader and Hill.
"The outcome of today's vote at New Talisman Gold Mines shows that the voices of retail investors remain important for any listed entity, and that concerns raised by shareholders should carry weight with New Zealand's corporate leadership," Mander said.
"We're looking forward to a change in approach by New Talisman in terms of both its current strategy and its relationship with shareholders," he said in a statement.
"While the results of the resolutions calling for the removal of Charbel Nader and Matthew Hill from the board are non-binding, NZSA would ask both individuals to consider the wishes of shareholders," he said.
New Talisman, in its notice of meeting, said it would not support Upperton's election.
It did support the election of Kelly Wyse and Victor Rabone to the board "to broaden and diversify the board's skills".
The NZSA had supported Upperton because "the board could do with a decent dose of independence," Mander told the Herald earlier this month.
New Talisman, in the notice of meeting, said the board unanimously recommended that shareholders vote against Upperton.
"The board and management of the company have found Mr Upperton to be hostile to the existing board and management," New Talisman said at the time.
"His election is likely to cause disruption to the company and will in the opinion of the board and management be an impediment to the smooth and efficient functioning of the board and company."
Upperton, who has background in commercial and residential construction project management, has a 3 per cent stake in New Talisman.
"If elected, it is my intention to bring a stronger emphasis of delivery targets and management accountability to the company," he said in the notice of meeting.
In its August High Court filing, the FMA said its case related to anonymous posts Hill allegedly made about the company on the Sharetrader website's online investor forum.
The FMA claimed that between February 2013 and July 2020, Hill made dozens of posts on Sharetrader in a thread about New Talisman under two usernames, "bullish" and "Epithermal".
Hill, who is also a director and shareholder of New Talisman, did not, at any point, disclose his involvement in the company, the FMA said in its claim.
Hill's conduct was revealed by the Herald in July last year after Sharetrader publicly identified him as the person behind the usernames.
New Talisman Gold - the company - is not party to the proceedings.
The company, which has been developing the historic Talisman Mine in the Karangahake Gorge near Waihi, has just bought the Broken Hills mine near Tairua.
