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Proxy Advisory Report

NZXplorer Governance Standards v1.0.0
Millennium & Copthorne Hotels New Zealand Limited (MCK)|Meeting: 28 May 2024

0

Vote FOR

3

Vote AGAINST

3

REFER

12

Flags Raised

Company Context

GRS Score

64.83/100 (Good)

Board Size

14 directors

Independence

36%

Gender Diversity

0% female

CEO Compensation

$563K

1-Year Return

1601.4%

Auditor

Unknown

VQS

65/100

Resolution Recommendations (6)

Director Electionhigh confidence

Re-election of Kevin Hangchi as a director

AGAINST

Vote AGAINST recommended due to: Board Independence, Director Tenure, Gender Diversity.

Flags (3)

Board IndependenceAGAINST

Board independence is 36% (5/14), below the 50% minimum. Non-independent directors may face opposition.

independence ratio: 0.36independent count: 5board size: 14threshold: 0.5director independent: false
Director TenureREFER

Kevin Hangchi has served 10 years, exceeding the 9-year threshold. The NZX Code recommends re-assessing independence for long-tenured directors.

tenure years: 10.2threshold: 9
Gender DiversityREFER

Board gender diversity is 0% female (0/14), below the 30% target.

female ratio: 0female count: 0board size: 14threshold: 0.3
Actual result: 98.4% FORPassed
Director Electionhigh confidence

Re-election of Colin Sim as a director

AGAINST

Vote AGAINST recommended due to: Board Independence, Gender Diversity.

Flags (2)

Board IndependenceAGAINST

Board independence is 36% (5/14), below the 50% minimum. Non-independent directors may face opposition.

independence ratio: 0.36independent count: 5board size: 14threshold: 0.5director independent: false
Gender DiversityREFER

Board gender diversity is 0% female (0/14), below the 30% target.

female ratio: 0female count: 0board size: 14threshold: 0.3
Actual result: 98.4% FORPassed
Director Electionlow confidence

Re-election of Leslie Preston as a director

REFER

Flagged for review due to: Board Independence, Gender Diversity. Case-by-case assessment recommended.

Flags (2)

Board IndependenceFOR

Board independence is 36% (5/14), below the 50% minimum. Non-independent directors may face opposition.

independence ratio: 0.36independent count: 5board size: 14threshold: 0.5director independent: true
Gender DiversityREFER

Board gender diversity is 0% female (0/14), below the 30% target.

female ratio: 0female count: 0board size: 14threshold: 0.3
Actual result: 98.4% FORPassed
Director Electionhigh confidence

Election of Steven Zingel as a director

AGAINST

Vote AGAINST recommended due to: Board Independence, Gender Diversity, Prior Election Support, Shareholder-Requisitioned (Document).

Flags (4)

Board IndependenceAGAINST

Board independence is 36% (5/14), below the 50% minimum. Non-independent directors may face opposition.

independence ratio: 0.36independent count: 5board size: 14threshold: 0.5director independent: null
Gender DiversityFOR

Board gender diversity is 0% female (0/14), below the 30% target.

female ratio: 0female count: 0board size: 14threshold: 0.3
Prior Election SupportREFER

Steven Zingel received 16% support in their prior election, below the 80% threshold.

prior support: 16.03threshold: 80
Shareholder-Requisitioned (Document)REFER

Notice of Meeting documents indicate this resolution was requisitioned by shareholders, suggesting activist pressure or governance concerns.

source: document_contextis requisitioned: true
Actual result: 16.0% FORFailed
Remunerationlow confidence

That the aggregate maximum annual remuneration for directors be increased from NZ$200,000 to NZ$400,000

REFER

Flagged for review due to: Remuneration Disclosure Quality. Case-by-case assessment recommended.

Flags (1)

Remuneration Disclosure QualityREFER

Remuneration disclosure score is 2/15, below the 5-point minimum. Insufficient disclosure limits shareholders' ability to assess pay.

rem disclosure score: 2threshold: 5
Actual result: 91.0% FORPassed
Auditorlow confidence

That the Board of Directors be authorised to fix the auditor's fees and expenses

REFER

No governance concerns identified based on available data.

No governance concerns identified

About this report

Recommendations generated by the NZXplorer Governance Standards (v1.0.0) rule engine. 34+ rules across 8 resolution categories evaluate board composition, remuneration practices, auditor independence, and capital management against configured governance thresholds.

Data sources: NZX company announcements, annual reports, AGM voting records, financial statements, and Notice of Meeting documents where available. Some data gaps may affect recommendation accuracy.

Important Notice

This report is automated governance analysis generated by a rules-based scoring methodology. It is not personalised financial advice, a recommendation to acquire or dispose of a financial product, or an investment recommendation within the meaning of the Financial Markets Conduct Act 2013 (NZ).

NZXplorer is not a Financial Advice Provider under the FMCA. Voting recommendations reflect the application of published governance standards to publicly available data and should not be relied upon as a substitute for professional advice. Shareholders should read the full Notice of Meeting and consult their own advisers before voting.

Methodology, thresholds, and data sources are disclosed in full. If you believe any data is incorrect, contact hello@nzxplorer.co.nz.

Data sourced from publicly available records. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.