Rock labels QTI opportunists

The board of The Rock Building Society, in the notice for the annual meeting next month, has laid out its case for shareholders to brush aside the effort by Queensland Trustees and Investments to elect two of its own directors to The Rock, and to remove two long-serving directors.

The Rock board wrote that "QTI's actions to date would indicate a strategy to gain control of the board [of The Rock] to achieve a de facto takeover without paying a premium to other shareholders."

It recommends the re-election of one recently appointed director and recommends against the election of Michael Hackett and Kerry Daly from QTI, as well as against the QTI motions to remove John Maxwell and Bradford Beasley as directors.

The board asserted its view that Kerry Daly - a former chief executive of The Rock - was not a "fit and proper" person for appointment to the board.

The Rock's board said it relied on a report from "an independent corporate governance consultant" that it did not name and who tested Daly's credentials against the APRA standard on the selection of directors.

The Rock did not go into the chain of reasoning but did cite Daly's recent roles as executive director of Lehmans Australia and Mahogany Capital, both now in administration and both dragged under early on in the global credit shock.

The Rock said that, were Daly elected, he would not be eligible for appointment.

The board also asserted Daly had conflicts of interest given Lehman marketed the Quartz series $4 million CDO investment that The Rock asserts is not impaired and QTI asserts may well be.

As for QTI's Michael Hackett, The Rock board said it had not completed its "fit and proper review" and said it was not aware of any reason why he would not be.