ISS Recommends Cromwell Holders Vote Against Weiss’ Nomination

(Bloomberg) -- Institutional Shareholder Services Inc. has recommended against Gary Weiss being appointed to the board of Cromwell Property Group, marking another independent adviser to side against the veteran corporate director’s bid backed by ARA Real Estate Investors.

The shareholder advisory firm made the recommendation “in consideration of the potential conflicts of interest and competition between ARA and Cromwell and concerns that Gary Weiss would remain overboarded,” it said in a report released this week that was seen by Bloomberg News.

Weiss has “the equivalent of 10 non-executive director roles under ISS policy definitions,” according to the report. Even as Weiss has indicated he would reduce his commitments if elected, ISS considers a chairman role equivalent to two non-executive director jobs, which would mean he’d “more than likely remain overboarded,” it said.

A representative for ARA, which is Cromwell’s biggest shareholder, declined to comment on the ISS report.

The latest report comes after Ownership Matters and Australian Shareholders’ Association also opposed the push by ARA, to get on the board through Weiss at its annual meeting on Nov. 28. Ownership Matters was concerned that ARA is essentially a competitor and shouldn’t be allowed to have insight into Cromwell’s boardroom decision making.

ARA controls about 24% of Cromwell, according to data compiled by Bloomberg. To get a majority, ARA would need at least half of the shareholders at the vote. Shares of Cromwell were little changed at A$1.265 on Friday, giving it a market value of about A$3.3 billion ($2.2 billion).

To contact the reporter on this story: Harry Brumpton in Sydney at hbrumpton@bloomberg.net

To contact the editors responsible for this story: Fion Li at fli59@bloomberg.net, Philip Glamann

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