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Proxy war for control of The Rock

17 October 2007 4:13PM
Control of The Rock Building Society, or at least its board, is up in the air as a Rockhampton property developer gains traction in a campaign to dislodge most directors at the annual meeting on Friday.Darryl Fennell on Monday disclosed that, taking into account proxies, he held an interest in 8.2 per cent of the company's shares. Of this Fennell (through Rosedayl Pty Ltd) held a 2.8 per cent stake with the balance exercised through proxies.Four of the five directors on the board of The Rock are up for election, and Fennell is campaigning for the defeat of them all.These four include two long serving directors: Robert South, the chair, aged 73 and who is in his fifth decade as a director of the company (South was a foundation director in 1967), and John Maxwell, who has served more than three decades on the board.Also up for election are John Wedderburn, who joined the board three years ago and Ian Johnston who joined the board at the end of last year.The remaining director is Bradford Beasley, the firm's external solicitor and a director of eight years standing.About 18 per cent of votes were cast at last year's annual meeting of The Rock, some of which are votes exercised by Fennell. Presumably the board of The Rock will round up more votes on this occasion (out of around 3200 shareholders in all), though some directors have sold down their own holdings in the last year and Fennell may also have allies on the day.Since making his intentions known to the board some weeks ago Fennell has conducted an increasingly noisy campaign, mainly through advertisements in the Rockhampton Morning Bulletin, and through direct mail to shareholders.The Rock Building Society turned asset growth around in 2007 but at the expense of profit. Receivables increased 13 per cent to $1.1 billion following a decline in 2006.Profit in the 2007 financial year fell 20 per cent to $3.1 million. The Rock also cut the full year dividend to 18 cents from 24.5 cents.The building society has also churned through senior executive talent fairly quickly in recent years. Mark Neumann quit as CEO in the middle of last year after less than two years with the company. The board elevated Derek Lightfoot to CEO from the post of chief financial officer.The Rock changed tack early last year, reducing reliance on loans sourced from third party brokers while also seeking to increase its level of retail deposit funding.

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