The Board comprises a Non-Executive Chair, 2 Non-Executive Directors and 4 Directors who are described as
Independent although we remain less convinced because of their long tenure.
When assessing Boards’ strength, we look at the backgrounds of the Directors to ensure there is a diversity
of thinking around the Board table, and core competencies and skills are balanced and relevant to the
business. We also like to see a process of renewal and refreshment with a continuing matching of skill sets
to changes in the business.
We think shareholders would like to have more information available about the Directors. While there is one
line about each on the company’s website, and a few words at pages 50 and 52 in the Annual Report, there
is no profile of the Directors standing for election or re-election in the Notice of Meeting. HLG needs to do
better than this.
HLG has a very mature board with an average tenure of almost 20 years. The four longest serving average
over 30 years. In addition, we note that Graeme Popplewell was CEO until 2017. The Association believes
former CEOs should generally not join the Board until 2 or 3 years after they retire to give the new CEO an
ability to manage the business without their predecessor is sitting in judgement.
As would be expected from the long tenure, the Board has a good depth of industry experience, but it needs
to consider how it can ensure its membership isrenewed and refreshed in the future. In particular, we would
like to see some younger board members who reflect the aspirations of the company’s customer
demographic rather than relying on management alone.
We made similar comments last year and remain concerned that Hallenstein is vulnerable to several longstanding directors potentially having to stand down in short order.
Having said that, Hallenstein’s performance and returns to shareholders is one of the very best in the fashion
industry. The company is conservatively run, carries no debt and has moved into the digital era relatively
seamlessly. NZSA has guidelines on appropriate governance standards, but in this case, we have to
acknowledge the great results and on balance this has informed our voting intentions.
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