Abano Healthcare is embroiled in a dispute which will result in a vote of confidence in both the company and chairman Trevor Janes being put before shareholders on June 13.
The specialist medical and healthcare company is rated highly by brokers Forsyth Barr and Craigs Investment Partners and its full-year profit is set to rise at least 60% for the past financial year.
Dissident shareholders Peter Hutson and James Reeves are calling for the removal of Mr Janes, after they failed in a takeover attempt with Australia's Archer Capital last year.
Since then, the campaign had become a personal attack on Mr Janes.
In defence of the chairman, directors Susan Paterson, Ted Van Arkel, Pip Dunphy, Danny Chan and managing director Alan Clarke said Abano had provided average gross returns of about 35% a year since 2006 and provided more than $74 million in dividends and capital returns since he became a director.
Mr Hutson, who owns the other 50% of Abano's Bay International audiology business, and who would have gained full control for a nominal sum under last year's aborted takeover, was removed from the board last September.
Last month, the Employment Relations Authority upheld Abano's right to sack Mr Hutson and his wife Anya from their positions at Bay as chief executive and human resources director.
Late on Friday, Messrs Hutson and Reeves filed papers in the High Court at Auckland in a bid to delay the special meeting they called.
In a supporting affidavit, Mr Reeves said the 13 working days given to shareholders was not enough time because of the ''important and controversial nature of the business to be conducted at the meeting, and the misleading content of the notice, the complexity of the underlying issues and the volume of biased and misleading information which the Abano board recently made available to shareholders''.
In Dunedin last week, Mr Clarke told the Otago Daily Times the vote on June 13 was one of confidence in the board and the company.
He was visiting Dunedin sharebrokers, asking for their support in the vote he said would be decided by retail ''mum and dad'' investors.
Messrs Hutson and Reeves held 18.5% of the company and could expect another 2% or more of shareholders to vote for them to give about 21% support.
Institutional shareholders, who supported the company, held 22% to 23% of the company.
''There are two blocs close to each other. Making the final decision will come down to the retail investors - the mum and dad shareholders.
"They invest mainly through the two brokers in Dunedin and will ask for advice or the brokers have custodial control of the shares.
''The small shareholders will determine the future of the company.''
The New Zealand Shareholders Association had come out strongly in favour of Mr Janes and Mr Clarke hoped Abano shareholders would follow the lead of the association in voting in support of the board and company.
Attempts to contact Mr Hutson were unsuccessful.
Asked whether the dispute had damaged the company, Mr Clarke said it ''certainly hasn't enhanced our image''.
Having the issue discussed regularly in the media was not in the best interests of the company better known for its dental services brand Lumino The Dentist.
Mr Clarke returned to New Zealand in early 2000 to accept the position of chief executive officer and managing director of Eldercare New Zealand, a small publicly listed company in the retirement healthcare market with annual revenue of $18 million, $55 million of debt and producing an annual core loss of more than $4 million.
After extensive restructuring, and the sale of assets and businesses, followed by a reinvestment into new healthcare and medical services businesses, Abano is now hailed as one of New Zealand's success stories with a track record of growth and sustainable profit returns.
Abano employs more than 2000 people in the healthcare industry, the majority of them in dental partnerships through Lumino.
More than 1000 people are employed in Australia.
Overall, about 1800 of the employees are working in the dental partnerships.
The balance of the business includes the Abano joint venture with Mr Hutson, Bay International, which operates in Australia and Southeast Asia.
Mr Clark said Bay International was doing well under a new management team.
Abano also had Ascot and Insight Radiology, in Auckland, which had three MRI and four CT machines.
Lumino had three dental practices in Dunedin, two in Invercargill and one in Queenstown. It also operated the orthotics departments in the Dunedin and Southland hospitals.
There are 75 dental practices throughout New Zealand. Abano also operates Dental Partners, in Australia.
Mr Clarke said the company realised the growing need for private high-quality healthcare. Demand in New Zealand matched that in other OECD countries.
''I am a baby-boomer and we are going to be a burden on the system.''
In a related move, Mr Clarke is chairman of NIB, the Australian health insurance company which advertises in New Zealand using former Kiwis captain and Blues player Benji Marshall.
New Zealand needed more health insurance companies and NIB needed a New Zealand director to be chairman and provide advice on the market, he said.
NIB was one of Australia's largest private health insurance companies and in Australia, taxpayers were ''punished'' by the Government by having 1% to 2% added to their tax rate if they did not have private health insurance.
In New Zealand, it was the opposite.
Private health insurance was almost ''actively discouraged'' and in some cases liable for fringe benefit tax.
NIB was aiming to encourage younger New Zealanders to take up private health insurance and use it, Mr Clarke said.
''It doesn't work if you are not using it. If you are using it, make a claim.''
However, Mr Clarke would not be drawn on how older New Zealanders could be encouraged to retain health insurance in retirement when they were faced with substantially rising charges after paying into a scheme for years without making a claim.
Looking ahead, Abano was expecting substantial growth in its dental practice model whereby it bought the practice, usually of a sole practitioner. Dentistry was dominated by sole practitioners, he said.
The industry standard was the dentists operated on commission of 40% of turnover, with the remaining 60% going to overheads.
When part of the Lumino brand, the dentists still received the 40%, Abano took the remaining 60% and covered expenses such as staff, supplies and other overheads.
''Expenditure in dental is almost completely private payment. There is no government subsidy. If you go to the dentist it is because you see value in paying for it yourself.''
By sharing a brand, the dentists could then be part of a marketing campaign which they could normally not access.
''It's all about trust. Dentists have to be comfortable joining an organisation which shares the values and principles they have.''
The brand was launched in earnest in 2010, during the economic downturn and when some sole practices were struggling.
In all cases, the Lumino-branded dentists had patient growth, he said.
The Australian-New Zealand spend on dental care was $11 billion annually, Mr Clarke said.
''There is an opportunity to grow into that market. A 10% share means we are a $1 billion company and there is nothing standing in our way.''
Forsyth Barr broker Haley Van Leeuwen said the New Zealand dental business continued to benefit from the advertising campaign and interest-free loan facility.
A key part of the promotional campaigns had been the successful launch of the Lumino Brand.
Dental Partners was starting to develop its own brand which would be rolled out over the next year, she said.
Alan Clarke
• Aged 62.
• Married to Margy, whom he met when they were both students in Dunedin.
• Three children, one studying for a nursing degree at the Otago Polytechnic.
• Degrees from Otago University: BSc (honours) Geology 1975 to 1978 and an MBA 1980 to 1982.
• He first worked as a geologist in Central Otago based at Roxburgh and Cromwell.
• Interests include skiing in Wanaka each year with his family. His brother-in-law is John Adams, former head of the Otago Medical School.
• Managing director and chief executive of Abano Healthcare, chairman of Tower Medical Insurance following its acquisition by NIB Holdings Ltd. He is also the independent chairman of Auckland City Surgical Services, a small surgeon-owned day stay hospital and a director of St Cuthbert's College, in Auckland.
