Shareholders in a Gisborne-based Māori incorporation have passed a vote of no confidence in its committee as an application to investigate its multimillion-dollar overseas investment loss is considered in court.
Mangatu Blocks Incorporation’s annual general meeting (AGM) last weekend saw the vote weighted by shareholding, with just over 60% voting in favour of a vote of no confidence in the committee of management members.
The wording of the resolution specifies that the vote of no confidence is “due to the actions of the committee in respect of incorporation funds, governance decisions and failing to act in the best interests of the shareholders”.
Responding to Gisborne Herald queries, Mangatu said it was “focused on accountability and transparency” and shared details of its profits, growth and returns to shareholders over the past year.
A group of shareholders, led by Marise Lant, sought a court determination at the Māori Land Court in Gisborne last year to investigate the affairs of the incorporation and its committee of management after the liquidation of North American Lamb Company (Nalco).
Nalco was formed in 2018 through the merger of Canada Sheep and Lamb Farms and Canada Gold. Integrated Foods Group, a major New Zealand lamb producer and processor, owned the former.
Mangatu is the majority shareholder in Integrated Foods Ltd and, therefore, the group.
Mangatu “exists to be guardians of our ancestral lands and optimise resources to create a sustainable future for our people”, according to a statement last year from Mangatu committee of management chairman Alan Haronga.
Judge Nathan Milner dismissed the application last year, saying the applicant had not “provided sufficient evidence that there is the required 10% shareholding support to trigger the court’s jurisdiction to undertake an investigation of the incorporation”.
Judge Milner’s decision noted Mangatu said its financial loss was $57.2 million, while the applicant said it was $86.7m.
In a chambers minute and directions issued on January 28 this year, Judge Milner said the Māori Appellate Court had earlier dismissed an appeal from the applicant, but he now agreed the 10% shareholding support threshold required had been met following review of further evidence filed after a time extension.
He said he would now determine whether to appoint an examining officer or officers based on the submissions he received from the parties last year and would endeavour to make that decision promptly.
Lant told the Gisborne Herald she had not received a decision to date.
Swell of shareholder support for ‘transparency and accountability’
Three special resolutions were passed at Mangatu’s meeting last weekend. They were:
- “That the committee of management disclose to shareholders the amount of incorporation funds used to oppose the Māori Land Court proceedings brought by Ms Lant for an investigation into the affairs of the incorporation.” (66.47% in favour to 33.53% against)
- “That the committee of management reimburse all reasonable costs incurred by Ms Lant, including legal costs, in respect of the proceedings for an investigation into the affairs of the incorporation.” (63.31% in favour to 36.69% against)
- “That a vote of no confidence in the committee of management members of the incorporation be passed, due to the actions of the committee in respect of incorporation funds, governance decisions and failing to act in the best interests of the shareholders.” (60.12% in favour to 39.88% against)
Two new committee members were also elected, Wiremu Ruru and Emma Pere.
“We have been successful in our incorporation shareholders supporting our concerns, that was obvious in the overwhelming results from our latest AGM, which should trigger a special general election, which may result in a full new committee being appointed,” Lant said.
“However, we insist there still must be an inquiry or a forensic audit into the affairs of Mangatu Incorporation. We are worried about the previous handling of our affairs. We do not want to be setting our future committee members up to fail without cleaning up our house.”
In a statement responding to Gisborne Herald queries, Mangatu said the AGM was an important forum for shareholders to share their whakaaro (thoughts), bring forward resolutions and engage directly with the committee of management.
“The three resolutions passed at the meeting reflect shareholders’ desire for greater accountability and transparency. The incorporation has been focused on accountability and transparency, will continue to improve in these areas, and remains committed to upholding robust governance and open communication with shareholders.”
It also said the new committee members were bringing valuable experience forward.
“We also welcome two newly elected committee members and the whakaaro, experience and skills they bring to the incorporation."
Mangatu said it had reported a $24.3m net profit before tax, an increased total net asset value to $333m, and returned $3.54m to shareholders and their whānau through dividends, grants, and scholarships.
It said the committee was set to meet next month and other hui were planned after that.
“Mangatu Blocks Incorporation remains committed to working alongside shareholders to ensure continued strong performance and intergenerational benefit for shareholders and their whānau."
Lant said the long-running court processes had an impact on shareholders.
“Our roopu has been through a lot, the court processes have in themselves caused shareholders distress and the applicant group costs.”
She said they wanted matters resolved.
“This needs to be resolved so Mangatu Incorporation can once again serve our growing community on all fronts, not just a select few. We want economic growth, jobs and contracts staying in Tairāwhiti. Keep it local, keep it real and keep on top of climate change.”