By Svea Herbst-Bayliss
BOSTON (Reuters) – Two proxy advisory firms said shareholders of Nam Tai Property should vote for several directors nominated by IsZo Capital to join the China-based real estate company’s six-member board.
New York-based IsZo is Nam Tai’s third-largest investor after Kaisa Group Holdings Ltd, which owns 24% and Peter Kellogg which owns 19%.
Institutional Shareholders Services (ISS) recommended shareholders elect three of IsZo’s six nominees while Glass, Lewis and Co. recommended they elect two of IsZo’s nominees.
ISS criticized a lack of independence at the board level saying that four of six incumbent directors breached their fiduciary duty in the context of an improper private placement with Kaisa Group Holdings Ltd.
A court in March concluded that the placement represented a breach of fiduciary duty by certain directors. On April 7, Nam Tai said it is appealing the judgment, a spokesman said.
“Removing three incumbent directors and adding three dissident nominees should be sufficient to improve independent oversight of the board,” the report said.
ISS said shareholders might “reasonably” choose to remove all four directors who were deemed to have breached their fiduciary duty.
Glass, Lewis wrote IsZo “provided sufficient evidence to substantiate its claims regarding poor performance and corporate governance.”
Shareholders will vote at a special meeting scheduled for April 26.
ISS recommends shareholders elect Michael Cricenti, Bo Hu, and Louis Leung and remove directors Aiping Lyu, Si Zong Wu and Wing Yan Lo. Glass, Lewis recommends for the election of Hu and Leung from IsZo’s slate and for the removal of Wu and Lo.
Last year, IsZo, which owns roughly 13% of the nearly $455 million real estate company, nominated six directors. The firm accused Nam Tai’s board of backing a questionable acquisition strategy and having no credible plan to boost the company’s share price.
IsZo pushed last year for a special meeting and criticized the appointment of three Kaisa-affiliated executives to the roles of executive chairman, chief executive officer and chief financial officer.
In October, Nam Tai announced that it had raised $170 million through a private placement with Kaisa and a financial group based in Hong Kong.
(Reporting by Svea Herbst-Bayliss; Editing by Karishma Singh)
