Leighton to reassure market

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 remains independent.

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 remains independent.

But crucially, a key figure in the board ructions, Hochtief's executive chairman Marcellino 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 following the resignation of chairman Stephen Johns and directors Ian Macfarlane and Wayne Osborn on Friday, Hochtief is understood 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 told BusinessDay. "It's much better for Leighton to be seen as an independent company where the independent directors have the voting power."

Credit rating agency Standard & Poors reacted negatively to the directors' resignations.

Leighton 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 Spanish giant 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 the 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 existing 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 his fellow Leighton board members, Mr Fernandez Verdes, a long-serving ACS executive, said "it is quite incorrect" for Mr Johns to have claimed Mr Fernandez Verdes had interfered in the appointment of a new independent director - a key flashpoint which saw relations within the board rapidly 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 that 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.

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