Woods tilts at Jardine

Brent Woods, a managing partner at Brandes Investment Partners in San Diego, clearly relishes a fight, even against long odds.

Brent Woods, a managing partner at Brandes Investment Partners in San Diego, clearly relishes a fight, even against long odds. For the second year running, Woods has led disgruntled minority shareholders into battle at the May annual meeting of Hong Kong’s storied Jardine Matheson and its Jardine Strategic Holdings affiliate. Once again, his proposals have been soundly defeated, but he vows to return.

Woods sought to have Jardine Matheson take Jardine Strategic Holdings private in addition to some basic corporate governance reforms. The two holding companies control such prime assets as the Mandarin Oriental hotel group and a good chunk of the city’s prized real estate.

The rebels had little chance of success. Jardine Matheson owns 74 percent of Jardine Strategic, which in turn holds 51 percent of Jardine Matheson. The two boards have seven overlapping directors and are dominated by the Keswick family, descendants of William Jardine, who built the great trading house in the 19th century with profits from opium dealing.

Woods, however, has picked up support from shareholders Delaware International Advisors and Marathon Asset Management. And he notes that if the cross-holding shares and stock owned by a Jardine-held trust were excluded, his resolutions would have passed.

These cross-holdings are what most bother Woods. “The company has said that it wants to represent the interests of all shareholders and is genuinely interested in creating value. Those words are belied by their actions. We have a fundamental disagreement with them on the costs and benefits of the cross-holding,” he says.

Though taking on the Keswicks may seem quixotic, Woods is convinced his approach has merits. “It doesn’t hurt to tilt at windmills. Over time, by continuing to raise the issues, we may alter corporate structuring decisions,” he says.

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