KEY POINTS:
New Zealand directors of a company run by Dutch financial giant ING came under verbal attack at a volatile meeting in Auckland yesterday for shabby treatment of investors in a controversial listed company.
Unitholders in ING Medical Properties Trust, formerly Calan Healthcare, vented their anger at chairman Bill Thurston and the board for a major shake-up of the business in the past few months carried out behind the boardroom door.
Thurston apologised for the way the trust had been run, said communication had been found wanting and promised to do better in future - but not before he flatly rejected a resolution calling for his own head.
The board was accused of medieval corporate behaviour and acting in ING's interests instead of representing investors who objected to lack of information and consultation, questioned a Greenlane carpark transaction and decried a boardroom coup which axed anti-ING directors without investors being able to defend them.
A group of outspoken unitholders scolded the board for the way it had run the business at a 1 1/2-hour meeting initially expected to finish within an hour.
Exasperated unitholders Tom Mullen, Paul Markham, Peter Kammier and John Wilson all criticised the directors over issues, including changing the trust's name from Calan to ING and appointing new directors without consulting them.
Central to their worries was the departure of former chairman and independent director Bruce Davidson with fellow independent directors Tim Saunders and Jock Irvine, who had all been on the board for many years.
They dashed ING's takeover attempt and three months ago paid for it with their jobs.
ING has already bought the management company but failed to take over the listed trust and now controls about 19.9 per cent of its units.
The investors claimed ING had dispensed with the dissenting directors and replaced them with a more compliant boardroom of yes-men, Thurston defended his position saying he and fellow independent director Graeme Horsley were not ING puppets.
"Yes, I'm the new chairman on the block. But don't think that we are here as dummies of the manager. We're not. We value our independence," he said to widespread applause from more than 100 investors.
ING appointees are Andy Evans and Peter Brook who largely remained silent, but Wilson questioned whether Thurston had the casting vote at meetings. Mullen called for Davidson to be reappointed chairman but Thurston quickly dismissed that, refusing to put the motion to the meeting. Kammier said the sector had a medieval mentality.
"Governance structures for the listed property sector are out of the Middle Ages.
"We're always the last ones to be asked about anything," he said, criticising the former Calan management for embarking on a wild acquisition spree.
Kammier strongly opposed the board's attempts to increase the debt-to-equity gearing ratio from 35 per cent to 50 per cent.
Borrowing more money when interest rates were high was unwise, he said.
Wilson said ING's attempts to take over Calan had "not been totally welcomed" and he questioned a $834,000 sum on the annual accounts which appeared to be the trust's fees in defending ING's takeover attempts.
"The intrusion occurred at our expense," Wilson said, of ING's doomed move on the medical trust.
But Jeremy Nicoll, chief financial officer and secretary of the trust's management company, said all expenses had to be approved by an independent trustee.
Investors at the trust's annual meeting at Ellerslie groaned when they saw a share price chart from trust general manager David Carr.
Units have plunged from an annual high of $1.52 to $1.18 yesterday.
WHAT HAPPENED
* Global finance giant ING wanted to take over Calan Healthcare Properties Trust. It managed the trust and owned 19.9 per cent.
* Three independent Calan directors opposed ING's attempt and were all fired.
* Two new ING directors were appointed and Calan's name was replaced with ING.
* Investors were not consulted over the boardroom coup or the name change.
* Angry investors vented their frustration at ING at yesterday's annual meeting.
