Stiassny forced out at Metlife

Michael Stiassny felt he was put in a position where it was appropriate that he resign. Picture / Brett Phibbs

High-profile director Michael Stiassny has quit the Metlifecare board amid a dispute over the retirement village operator's governance.

Stiassny, chairman of the power lines company Vector, said yesterday he had stepped down after he was asked to by Metlife's 82 per cent joint Australian shareholders - banking giant Macquarie and property group FKP.

More than half Metlife's minority shareholders wanted him to stay. And Stiassny thought it appropriate he remain to represent minorities as FKP and Macquarie had a clear desire to take full ownership.

However, he felt obliged to leave.

"[Macquarie and FKP] put me in a position where it was appropriate that I resign. They would have removed me," Stiassny said.

While it is not clear there was going to be a takeover "it is clear [Macquarie and FKP] want 100 per cent of the company. In those circumstances, there is an issue around independent directors and their relationship with minority shareholders."

Macquarie and FKP took control of Metlife in November after founder Cliff Cook and Todd Capital, the investment arm of Wellington's Todd dynasty, sold their combined 60 per cent stake for $3.90 a share. The deal valued Metlife at $341 million.

Stiassny said he understood all of the directors not aligned with Macquarie and FKP, excluding Cook, had been asked to resign. Chairman Peter Fitzsimmons and director Hylton LeGrice represented minority shareholders interests with Stiassny during the takeover bid, but resigned in February.

"[Macquarie and FKP] said it was nothing personal it was simply about the fact that they wanted to remove all of the directors, it was a legacy thing," Stiassny said.

Jim McLay, chairman of Metlifecare and executive chairman of Macquarie New Zealand, did not respond to the Herald's calls.

Fisher Funds, the largest minority shareholder with 11.6 per cent of the shares, said it was disappointed by the Stiassny departure.

Chief investment officer Warren Couillault said: "We are aware there have been a number of disagreements between Michael Stiassny and the rest of the board and we are disappointed that the apparent outcome is that Michael chose to resign."

Couillault said Fisher was happy with Stiassny's credentials and his standing in the New Zealand corporate scene.

Simon Botherway, principal at Brook Asset Management, said the views of minorities should not have been ignored.

"We are disappointed by the development and it is a practice we will discourage," Botherway said. "Minorities have a right to be represented and there is quite a difference between having 82 per cent of the shares and having 100 per cent.

"Our preference is for independents to remain in place particularly when someone has acquired a controlling stake."

The stoush is the latest in a run of cases where minority shareholders have raised concerns over corporate governance during takeovers. The highest-profile case was billionaire Graeme Hart's $3.3 billion bid for Carter Holt Harvey.

Hart asked two of the forestry giant's independent directors, Kerry McDonald and Helen Nugent, to resign in October, soon after he bought a 51 per cent stake from the United States forestry giant International Paper.

McDonald and Nugent, however, insisted they remain until the bid closed. But after the bid closed McDonald told the Herald Hart's actions highlighted a major weakness in the Takeovers Code. He will be lobbying for changes to ensure a bidder cannot take control of a company until a takeover offer is complete.