Washington H Soul Pattinson chairman Robert Millner has defended the investment firm’s review of its cross-shareholding with Brickworks.
This was after major institutional shareholder and fund manager Perpetual Investments expressed concerns about the review’s independence.
Mr Millner told shareholders at Soul Patts’ annual general meeting in Sydney on Friday that the review of its cross shareholding with Brickworks was undertaken by the full board.
By contrast, Brickworks’ review involved only its independent directors.
Perpetual head of equities Matt Williams said corporate governance advisers CGI Glass Lewis had stated previously that independent shareholders were not represented properly by the full board because of the cross-shareholding structure.
“You can understand then my concern that it was not an independent director led review,” Mr Williams said.
In response, Mr Millner said the Soul Patts board “thought it was appropriate that the full board review the process”.
“All those board directors are independent in their own way,” Mr Millner said.
“I am more than happy if you want to ask Rob Westphal, the lead independent director, on how he went about the process. But I can assure you all the independent directors are independent.
“I don’t stand there with a stick over them telling them which way they are going to vote.”
Perpetual owns about 12 per cent of Soul Patts stock.
Mr Millner, who is also the chairman of Brickworks, said Soul Patts had considered several options when reviewing the shareholding structure earlier in 2012, but none proved attractive.
“At this stage, the board does not believe that any of the options examined clearly provide increased value to shareholders over the short and long term,” Mr Millner said.
Perpetual, the second largest shareholder in Soul Patts and Brickworks, has been agitating to end the more than 40-year-old structure where Soul Patts owned 44.4 per cent of Brickworks and Brickworks owned 42.7 per cent of Soul Patts.
Perpetual has previously said that ending the cross shareholding structure would unlock about $1.5 billion of value for shareholders.
Mr Millner said shareholder returns from Soul Patts in the past 15 years had grown by multiples of more than seven, compared to three-fold growth in returns from the All Ordinaries accumulation index.
In addition to Brickworks, Soul Patts also had a controlling stake in New Hope Coal and major investments in TPG Telecom and Australian Pharmaceutical Industries.
At 1553 AEDT, Soul Patts was up one cent at $13.04.
