This article is from the Australian Property Journal archive
CROMWELL’S feud with ARA Asset Management continues, recommending against its major shareholder’s nomination to the board – Gary Weiss – at the upcoming annual general meeting.
In a statement to the market, Cromwell also announced the appointment of Lisa Scenna and Tanya Cox as independent non-executive directors.
Scenna has held senior roles at Stockland, Laing O’Rourke and Morgan Sindall Group and is a non-executive director of Polypipe Group, while Cox is a former Dexus executive which has board roles at the World Green Building Council and Green Building Council of Australia, and is a member of the NSW Climate Change Council and the CSIRO Property Strategy Advisory Committee.
Tensions arising from perceived conflicts of interest had already prompted ARA’s local arm’s chief executive officer David Blight to step down from the Cromwell board earlier this year.
ARA Asset Management has a nearly 20% holding in Cromwell, and had been frozen out of Cromwell’s recent $375 million institutional placement after its lawyers considered ARA a related party, while it has competed against Cromwell for the same real estate assets.
Nine Media reported they included Brisbane office buildings at 133 Mary St and 400 George St. ARA picked up the Mary St tower for $96.5 million in April, and Cromwell bought 400 George St in August for $524.75 million from Blackstone and HSBC Trinkaus.
“As has become evident, ARA and Cromwell Property Group compete in the same or similar markets in a number of jurisdictions, including Australia, Asia and the United Kingdom,” Cromwell said yesterday.
“Cromwell applies its conflict of interest policy in such circumstances. The board is of the view that, due to the frequency of potential conflict and subsequent application of the policy, nominees of ARA are not able to participate in board deliberations to the full extent required to discharge their duties and obligations to the company.”
Cromwell also said Weiss holds six board appointments that “may prevent him from dedicating the time required to discharge his duties and obligations to the company”, and that Estia Health Limited, of which Weiss is chair, competes in the same or similar markets as LDK Healthcare, which Cromwell has a 50% interest.
