Hochtief swings into damage control over Leighton board

The controlling shareholders of Leighton Holdings have swung into damage limitation mode, insisting that contrary to the claims of the three independent directors who abruptly resigned last Friday, the board remained independent.

But crucially, a key figure in the board ructions, Hochtief's executive chairman Marcelino Fernandez Verdes, said Leighton's German majority shareholder was "free to reconsider these matters at any time if it so chooses".

Shaken by the savage market reaction after the resignation of chair-man Stephen Johns and directors Ian Macfarlane and Wayne Osborn on Friday, Hochtief is said to be keen to reassure the market that it remains committed to Leighton's board independence, especially due to its importance to credit markets and minority investors.

"It's a function of how much pressure is put on [Hochtief]," a former Leighton director said. "It's much better for Leighton to be seen as an independent company where the independent directors have the voting power."

Credit ratings agency Standard & Poor's reacted negatively to the directors' resignations, while Leighton's bond offer documents also warn of negative consequences to its credit profile if it is not viewed as independent from the debt-laden ACS and Hochtief.

While the independence agreement Hochtief had historically adhered to was never legally enforceable, it had given investors comfort, until the German group was taken over by Spain's Grupo ACS.

Leighton is expected to advise the stock exchange of its new chairman before the market opens on Monday. An emergency board meeting was convened after chairman Stephen Johns and fellow directors resigned on Friday citing an irreparable "breakdown in relations" with an ACS-controlled Hochtief.

But Hochtief said it remained committed to Leighton's strategic objectives and that it did not consider itself to have "done anything to undermine the independence of the Leighton board or threatened any such action".

In a letter to board members, Mr Mr Fernandez Verdes, a long-serving ACS executive, said "it is quite incorrect" for Mr Johns to have claimed he had interfered in the appointment of a new independent director - a flashpoint that saw relations within the board deteriorate over the past three months.

Mr Fernandez Verdes said Hochtief had no intention of altering a set of "informal and non-binding" governance principles, which include a Leighton board structure in which the majority of directors are independent.

But the independent directors were concerned that Mr Fernandez Verdes had put forward a hand-picked candidate to be installed as an independent director.

ACS has gradually displaced key Hochtief executives since wrenching control in 2011 after a bitter takeover stoush. Leighton's five independent directors, which also include Paula Dwyer and Bob Humphris, have become increasingly concerned that ACS - via Hochtief - is moving towards similar levels of influence at Leighton.

Ms Dwyer, who is chairwoman of Tabcorp, is considered the front-runner for the role of chairwoman if Leighton persists with its long-held policy of appointing an independent and non-executive director to chair the board.

Leighton and Hochtief said the decision of Ms Dwyer and Mr Humphris to remain on the board suggested they had differing opinions to the three who resigned over the level of interference by ACS and Hochtief. It is understood they decided to stay on because they felt it was the best way of influencing board decisions.