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Harvey Norman board to cop grilling

Harvey Norman MalaysiaHarvey Norman’s board members will be grilled over dividends, franchisees and their own independence when they front shareholders this week.

The Australian Shareholders Association is urging investors to vote against all of the furniture and electrical goods retailer’s resolutions at Thursday’s annual general meeting, including the re-election of co-founder Gerry Harvey as executive chairman.

ASA monitor Allan Goldin said the association is concerned about a lack of new faces on the board, a reduction in dividends despite profit growth, and how the company reports its financial exposure to franchisees.

Harvey Norman responded to several queries raised by Goldin in a letter, including why the retailer reduced dividends this year.

“Or maybe they didn’t want to borrow even more money to pay the dividend. Since the last drawdown brought to $530M the amount utilised of their $610 million facility. Which raises the question of why did HVN not negotiate an extension of the $200 million due next month, last year when they extended the repayment of the other two tranches,” Goldin asked.

In response, Harvey Norman stated the company “carefully manages the credit facilities of the company and makes recommendations to the board about the credit facilities of the company.”
Goldin raised concerns that the retailer’s board effectively has no independent directors, with the majority either being employed by the company or having a more than five per cent stake in the company.

Harvey Norman’s independent directors are Ken Gunderson-Briggs, who has held his position since 2003, and Graham Paton, who was appointed in 2005 and is up for re-election at the AGM.

“There are very few directors who stay on boards more than 12 years, because they understand if they are there for that long they start to identify too much with the company and executives and stop looking at it from a shareholders’ perspective,” Goldin said.

“Mr Harvey leads a board that, through the intentional lack of renewal, is about to be totally non-independent and we will vote our undirected proxies against him.”

He said the ASA also wants more clarity on the group’s financial accounts, even though the Australian Securities and Investments Commission recently dropped its review of Harvey Norman’s 2016 financial report.

Concerns have previously been raised in the media about the way the company reports its financial exposure to franchisees.

“Harvey Norman has announced that it will no longer guarantee the payments on behalf of franchisees; so if a franchisee owes money to a supplier that is their responsibility and no longer is the company stepping in to pay up,” Mr Goldin said.

“If that is the case, we want to know how many have handed back their franchise or gone into receivership?”

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