Two Independent Directors to Leave Winton Board by August 31

Independent Directors Quit Amid Governance Clash

Winton Land Limited (NZX:WIN, ASX:WTN) is grappling with a sudden governance crisis as two of its independent directors, Steven Joyce and Guy Fergusson, announced their resignations effective 31 August 2026. Their departure follows a public statement highlighting a fundamental misalignment with the company’s majority shareholder regarding corporate governance expectations.

Joyce and Fergusson cited the rejection of proposed constitutional changes designed to empower minority shareholders with direct board representation and independent advocacy as a key factor behind their decision. Their exit leaves a significant gap in Winton’s board leadership, with Joyce serving as Chair and Fergusson as Chair of the Audit and Financial Risk Committee.

Committee Chair Kemp Also Steps Down

Adding to the upheaval, James Kemp has resigned as Chair of the Nominations and Remuneration Committee, effective 31 August, though he remains on the board. Kemp, linked to Winton’s 22.35% shareholder TC Akarua 2 Pty Ltd managed by Macquarie Asset Management, echoed the concerns of Joyce and Fergusson, expressing doubts about fulfilling his role without the director independence protections that the majority shareholder declined to support.

Urgent Search for New Independent Director Underway

Winton’s board currently complies with NZX Listing Rules requiring at least two independent directors but faces a tight deadline to maintain this status. The company has committed to urgently appointing at least one independent director to replace the departing members before the 31 August deadline. The entire board will participate in the recruitment process, bypassing the Nominations and Remuneration Committee due to its current vacancy.

The new appointee is expected to have a strong accounting or financial background to fill the Audit and Financial Risk Committee role vacated by Fergusson. While non-independent directors Julian Cook and James Kemp possess relevant financial expertise, the board emphasises the necessity of an independent director to meet regulatory standards.

Regulatory Compliance and Trading Risks Loom

Failure to appoint a suitable independent director by the end of August would leave Winton out of compliance with NZX Listing Rules on board and audit committee composition. This non-compliance could trigger a suspension of Winton’s securities trading on both the NZX and ASX, posing a material risk to shareholder value and market confidence.

The governance dispute and director resignations come shortly after Winton reported a strong financial performance, with a 120% jump in net profit to $22.7 million in FY26 driven by residential settlements and commercial growth. The board’s stability and ability to navigate this leadership challenge will be critical as Winton advances its portfolio of masterplanned residential communities.