Fletcher Holdings Ltd
Date established
1940
Date closed
1980
History
FLETCHER HOLDINGS LTD
1940-1980
Fletcher Holdings Ltd was established in 1940 as a result of an agreement dated March 1, 1940 between the shareholders of the Fletcher Construction Co Ltd and the trustee for a company to be formed under the name of Fletcher Holdings Ltd. It was a public company with an issued capital of 250,000 pounds, divided into 250,000 shares of one pound each of which 50,000 were preference shares and 200,000 ordinary shares. The registered office of the company was at 135 Nelson Street, Auckland.
The first board meeting was held on March 29, 1940. A resolution was passed that James Fletcher of Auckland, Contractor, should be appointed Chairman of Directors of the company. Other directors were William J Fletcher, JT Martin, Andrew Fletcher, EH Rhodes and JC Fletcher (Secretary).
With the incorporation of the holding company, a number of private companies established by the Fletcher family, under the leadership of the first Sir James Fletcher, were consolidated. By the end of March 1941 these companies included:
Fletcher Construction Co Ltd, the major and wholly owned subsidiary of Fletcher Holdings Ltd.
NZ Marble Co Ltd (which in turn owned Guillards Putaruru Building Stone Co Ltd), wholly owned by Fletcher Construction. This company quarried and prepared stone and marble for the various contracts carried out by Fletcher Construction, as well as other building contractors.
Fletcher Trust & Investment Co Ltd, 36% owned by Fletcher Construction and 15% by Fletcher Holdings. This company owned valuable city offices in both Auckland and Wellington and had a considerable amount of its capital invested in securities.
Residential Construction Co Ltd, 50% owned by Fletcher Holdings Ltd and 50% by Fletcher Construction. This company was engaged on government housing works. Its mass-production joinery and pre-fabricating workshops would be used to manufacture pre-fabricated military buildings. The whole of the logging and milling activities of Residential Construction would be handled by Te Puke Sawmills Ltd (wolly owned by RCC) which would also supply timber required by NZ Plywood Ltd.
Vulcan Steel Construction Co Ltd, wholly owned by Fletcher Construction. Its activities included the sale of both structural and reinforcing steel and the manufacture of contractors' plant and all types of equipment for mines, fertiliser works and other industrial ventures.
Wellington Structural Reinforcing Steel, with a 74% shareholding by Fletcher Construction Company. This company had the largest stocks of reinforcing steel in NZ and carried out several large structural steel contracts for Fletcher Construction.
Other companies with a combined authorised and issued capital of 75,000 pounds, 30,000 pounds of which were held by Fletcher Construction.
Atiamuri Timber Co Ltd, with an authorised capital of 50,000 pounds, and 1200 shares at one pound held by Residential Construction.
Pabco Products (NZ) Ltd, was registered in 1940 with a capital of 10,000 pounds and negotiations with the Paraffine Co of San Francisco were concluded in 1941 to own 50% of the company with the Paraffine Co, through its Australian subsidiary, who would provide management and technical expertise. The company manufactured roll roofings, saturated felt, bitumastic paints and mastics (the "Malthoid" lines).
Dominion Sales Corporation Ltd, 60% shareholding applied for by Fletcher Holdings. This company was formed with a capital of 5,000 pounds to handle the products manufactured by the various subsidiary companies.
In February 1941 a Board of Control, to be responsible to the main directorate of the company, was set up in order to better control and co-ordinate activities of the various subsidaries. The Board was to provide reports to the Chairman on a quarterly basis apprising him of the activities of their particular section. The Board consisted of James Fletcher, JJ Craig, WJ Fletcher, EH Rhodes, R McCracken, N Burnett, Andrew Fletcher, GR Young, JS Fletcher, J Watt, M Rillstone and JC Fletcher.
Business responsibility was split into the following sections:
Fletcher Construction Co Ltd:A Fletcher, JJ Craig, WJ Fletcher and James Fletcher
Wellington Reinforcing & Structural Steel:A Fletcher
Vulcan Steel Construction Co Ltd:EH Rhodes and JC Fletcher
NZ Marble Co Ltd:WJ Fletcher and JC Fletcher
Pabco Products (NZ) Ltd:James Fletcher, JC Fletcher, EH Rhodes, JS Fletcher and N Burnett
Housing, Wellington:JS Fletcher and N Burnett
Housing, Auckland:R McCracken, M Rillstone
Corewood factories and doors:N Burnett and JS Fletcher
Sawmilling (Te Puke and other interests):JC Fletcher and R McCracken
Dominion Sales Corporation Ltd:N Burnett, R McCracken and JC Fletcher
Finance:James Fletcher and JC Fletcher
Trust and properties:A Fletcher and JC Fletcher
Reports:James Fletcher and JC Fletcher
Certified Concrete James Fletcher and JC Fletcher
New Zealand Plywood Ltd was registered in 1940 with a capital of 100,000 pounds, 40% of which was applied for by Fletcher Holdings.[2] It was to produce commercial plywood and veneers from a factory in Penrose which was completed in 1942.[3]
In June 1941 Fletcher Holdings took over Stevenson & Cook Ltd of Port Chalmers. The activities of the company included ship repairs and the building of mine sweepers. Following the takeover, the engineering shops were rebuilt and two covered slipways (the largest in the Southern Hemisphere) were erected.[1]
James Fletcher resigned as Chairman of Fletcher Holdings in 1942 to take up an appointment as Commissioner of Defence Construction. As a consequence, WJ Fletcher was appointed Chairman, while JC Fletcher was made Managing Director, a position he would hold until 1979.
On April 14, 1942 Dominion Industries Ltd was registered as a company. Its activities included the establishment of an asbestos cement products factory and a linseed products mill. The plant installation was completed by March 1943.
In 1942, Fletcher Holdings had approximately 3,000 employees, a turnover of 2.2 million pounds and a profit of 16,476 pounds after taxation.
In March 1944, the Board of Directors of Fletcher Holdings reaffirmed their policy of the central control and domicile of the subsidiaries of the company. The management of the various subsidiaries was as far as possible to be under one roof, at Penrose.
James Fletcher resigned his post as Commissioner of Defence Construction in January 1945 and WJ Fletcher relinquished his position as Chairman of Fletcher Holdings in his favour.
An Executive Committee of the Board of Fletcher Holdings was set up in March 1945 to ensure that the Board would at all times be fully conversant with any proposed activity on the part of a subsidiary company. The representatives of the Board were James Fletcher, WJ Fletcher and EH Rhodes, who were to have the power to confer with the directors of the subsidiaries on matters relating to policy, expansion, capital commitment and finance and with the power to act.
At a meeting of the directors of Fletcher Holdings on June 12, 1945, it was resolved that 250,000 shares be allotted to the Colonial Sugar Refining Co Ltd. With this went the right to nominate two directors to the Board. As a consequence, John P Wildman and Roy M Saddington became the first of the CSR appointed directors on the Board of Fletcher Holdings. WJ Fletcher also retired as a director in 1945.
By 1946 all the shares of Te Puke Sawmilling Co Ltd had been acquired by Fletcher Holdings Ltd. Sawmills were being operated at Atiamuri and Te Rangi-Ita.
A new company, The Reinforcing & Structural Steel Co Ltd, was set up in Dunedin in 1946 to handle the steel business.
By June 1947, timber procurement negotiations were going on with the Kauri Timber Company Ltd with a view to the formation of a separate company in which KTC and Fletcher Holdings would be equal shareholders. In consideration of KTC supplying peeler logs to the plywood factory and sawn timber to Fletcher building subsidiaries in the South Island, KTC would acquire a half interest in the South Island plywood factory. Negotiations were completed and the transfer of shares took place on May 31, 1949.
In 1947, Fletcher Holdings also acquired the remaining interests of the Paraffine companies of San Francisco in Pabco Products (NZ) Ltd. Part of the conditions of the sale were that Pabco should change its name and the company was accordingly renamed Duroid Products (NZ) Ltd.
Following an invitation to Fletcher Holdings to undertake building construction in Western Samoa, a subsidiary company in Apia, to be known as Fletcher South Seas Ltd, was incorporated in 1947 with a capital of 20,000 pounds.
In early 1948, the business of William Cook and Sons Ltd was acquired.[16] It would provide much needed timber and marshalling yards in the Hutt Valley and would help to take care of the increasing volume of country contract work.
Also in 1948, the business of J Hammett & Sons Ltd, an established joinery factory business, was acquired. The company was eventually wound up with its assets and facilities utilised to provide a service department to Fletcher Construction in Christchurch.[4]
On January 12, 1950, upon the retirement of J Wildman, CSR appointed John E Crooks as a nominee director of Fletcher Holdings.
The Balmoral Sawmilling Co Ltd (incorporated on January 31, 1947 and registered in Christchurch), which had ceased to trade in April 1949, was voluntarily wound up in 1951.[5]
Messrs Merritt-Chapman and Scott Corporation and the Raymond Concrete Pile Co of America approached Fletcher Holdings about possible collaboration over major construction projects in NZ. In March 1951, their joint tender for the construction of the Auckland Import Wharf was accepted. The joint venture was a loose partnership in which all three companies retained their identity.
On May 3, 1952, GF Hutchinson, who had held the position of Secretary of Fletcher Holdings from August 1943, died. His assistant, HF Molony, was appointed to the position.
The business of Joseph Sparrow & Sons Ltd of Dunedin was acquired by Fletcher Holdings in 1952. The Reinforcing & Structural Steel Co Ltd was due for considerable expenditure and the acquisition of this business and its existing facilities consolidated the company's position in steel trading in Dunedin.
In June 1952, Tasman Pulp & Paper Company Ltd was incorporated to establish a paper, pulp and newsprint industry in and around Murupara. Shares in the company were held by the Crown, Fletcher Trust & Investment Ltd and the public.
A further Fletcher-Merritt-Raymond joint venture went ahead in 1953, with the negotiation of a contract for the construction of a tanker berth for the Australian Oil Refining Company (Pty) Ltd in Botany Bay. Another Fletcher-Merritt-Raymond joint venture was established for the erection of the Tasman pulp and paper mill.
On November 17, 1953, Arthur C Isaacs replaced R Saddington as CSR nominee director on the Board of Fletcher Holdings.
In 1954 [6] it was decided that all the existing subsidiaries should be re-organised into seven groups as follows:
The Fletcher Construction Company Ltd:including the Commercial Division, Housing Division and Heavy Construction Division of Fletcher Construction and the Australian subsidiary, The Fletcher Construction Co Pty Ltd.
The Fletcher Steel and Engineering Companies:including included Vulcan Steel, Wellington Structural & Reinforcing Steel Co, Reinforcing & Structural Steel Co Ltd, Joseph Sparrow & Sons Ltd and Stevenson & Cook Engineering Co Ltd.
The Fletcher Industries Ltd:including NZ Plywood Ltd, the linseed and asbestos cement divisions of Dominion Industries, Duroid Products Ltd, Dominion Sales Corporation Ltd and the Wellington door factory of the Residential Construction Company Ltd.
The Fletcher Timber Company Ltd:including timber activities, specifically Te Puke Timber Co Ltd.
The Fletcher Sales & Services Ltd:including Residential Construction Co Ltd with its timber merchandising and housing construction interests shorn off.
The Fletcher Trust & Investment Co Ltd:including the property activities of the company formerly under Fletcher Trust & Investment Co Ltd.
Plant hire never incorporated.
The Executive Committee appointed by the Board under the Chairmanship of JC Fletcher was responsible to the Board for the control of the seven companies. The chief executive functions of each of the seven, however, would be taken over by their General Managers and the Executive Committee would be responsible for overall planning and administration under the direction of the Board.
In 1954, the whole of the shares of J & A Wilkinson Ltd, an old established supplies and hardware business in Dunedin, was acquired.
In 1955, Fletcher Holdings decided to invest in Caxton Paper Mills Ltd, a company set up to manufacture tissues and light-weight papers. The Fletcher Trust & Investment Co Ltd consequently invested 150,000 pounds and held a ?% shareholding.
Fletcher Holdings (London) Ltd was registered on October 2, 1956, with a capital of 1,000 pounds.
By 1957 [7] a Central Services unit existed in Fletcher Holdings Head Office, a small specialists group in which the Engineering and Design Office were included. It was also responsible for the production of "Arrowhead".
In February 1958, L Gilmour replaced A Isaacs as the CSR nominee director of Fletcher Holdings. JT Martin also resigned from the Board and was replaced by Roy W Harman (ex CSR).
On April 1, 1958 it was resolved to change the name of The Fletcher Sales & Services Ltd to The Fletcher Hardware Co Ltd. It was also decided that the business of J & A Wilkinson Ltd be transferred to The Fletcher Sales & Services Ltd and J & A Wilkinson was to be wound up.
BH Ames replaced L Gilmour as the CSR nominee director on November 3, 1959.
On February 12, 1960 Fletcher Holdings acquired all the shares in M Henderson Ltd, an Invercargill hardware business. [17]
Pacific Steel Ltd was formed with UK investors holding 660,000 pounds and NZ investors holding 990,000 pounds of an equity capital of 1650,000 pounds. Fletcher Holdings held 32.72% of the share holding. The Directors were JC Fletcher (Chairman), JS Watt, JF Kember, JF McLean, KC Campbell, BR Law, JG Gowan and RC MacDonald.
In 1961 discussions with the Kauri Timber Company Ltd culminated in an agreement to acquire substantially the whole of the KTC NZ interests. This included the Butler Group (including Butler Bros. Ltd in which KTC had a 53.29% interest, its subsidiary companies, Butler Timber Co Ltd, 100% owned and Stuart & Chapman Ltd 66.66% owned and Otago Timber Co Ltd, 90% owned by Stuart & Chapman), the Ellis & Burnand Group comprising the holding company, Ellis & Burnand Ltd, in which KTC had a 50.3% interest and its wholly-owned subsidiaries Ellis Veneer Co Ltd, Maoriland Timber Co Ltd, NZ Sawmillers Agency Ltd, Morrinsville Joinery Co Ltd and remaining shares in NZ Plywood (at the time 50% owned by KTC and 50% by Fletcher Holdings).
After agreement was reached, Fletcher Holdings went on to acquire the remaining assets of the Kauri Timber Co in NZ, which included Kauri Sawmills Ltd, Kauri Timber Co (Booths) Ltd, Steel Bros Ltd, Red Pine Timbers Ltd, Matai Timber Ltd and the net assets of the Auckland branch of the KTC.[8]
A new company, The Fletcher Group Services Ltd, was formed to carry out the centralised activities of the Group previously contained in the Central Services unit. It would provide specialised services including engineering and design, labour and industrial relations, work study, advertising and general research. It would also assist outside organisations, calling on specialists and technical executives from the operating companies.
In 1961, CSR increased its shareholding in Fletcher Holdings by 30% and as a consequence two of their senior mangement team, J Vernon and KO Brown, were appointed directors in place of B Ames and Crooks.[18]
Also in 1961, WN Rowe was appointed Deputy Secretary of Fletcher Holdings Ltd. R Harman resigned from the Board in September of the same year and was replaced by RG Stark.[19]
In 1962 a one third share of the equity investment in Jordan Chemicals (NZ) Ltd was acquired and a 12.5% investment in GKN (NZ) Ltd (Pacific Steel acquired a further 12.5%).[9]
Carrier Air (NZ) Ltd was established in June 1962, as an equal joint partnership between Carrier Air Conditioning (Holdings) Ltd of Australia and Fletcher Holdings to promote the manufacture, sales and installation of Carrier air-conditioning equipment.
A joint venture arrangement was also entered into with the Nairn-Williamson Group of Kirkcaldy to participate in a NZ venture to manufacture polyvinyl floor tiles and other flooring and covering materials.
Manufacturers and Retailers Acceptance Company Ltd (MARAC) was also established as a finance company and Fletcher Holdings were one of the principal partners.
In 1962 it was decided to close the London office. [10]
On April 1, 1963, Fletcher Holdings acquired J A Redpath & Sons Ltd, an old established business specialising in flooring and roofing, which had 11 branches. Other acquisitions were the merchandising outlets (builders' supplies) of R C Horsely Ltd of Christchurch and John Graham and Co Ltd of Masterton.[11]
A new company, Fletcher Bernard-Smith Ltd was formed on June 1, 1963 to operate an engineering works built at Otahuhu. This was a partnership between the Bernard-Smith Co of Sydney and Fletcher Steel. Bernard-Smith (a member of the ACI Group) was one of the largest steel fabricators in Australia, specialising in heavy plate, tank and pressure vessel fabrication.
Also in 1963, Fletcher Holdings purchased 13,500 shares in the Southland timber company, Port Craig Timber Co Ltd.[12] The company also acquired the whole of W H Enstone Ltd, an Auckland hardware manufacturing company.[13]
In 1963 the shares held by the Fletcher Trust & Investment Co in Caxton Paper Mills Ltd were exchanged for the shares held by the Spencer family in NZ Paper Mills Ltd (plus cash).[14]
The Fletcher Hardware Co Ltd ceased to trade under that name from October 1, 1963. In the North Island its place was taken by Fletcher Merchants (Fletcher Hardware and the Merchandising Division of Fletcher Timber). In the South Island, Fletcher Hardware ceased to exist as a separate entity and its functions were absorbed into the subsidiary companies of Butler Bros Ltd.
On October 11, 1963 Fletcher Holdings completed the acquisition of McCallum Bros Ltd, a South Island timber company.
In 1963 Fletcher Holdings established a new company, Pacific Factors Ltd, which pioneered factoring in New Zealand.[36]
A 40% interest in Roadways NZ Ltd, a leading road making and earth moving organisation with its registered office in Oamaru, was acquired by The Fletcher Trust & Investment Co Ltd in November 1964. In the same year they also purchased a 30% interest in the Colonial Ammunition Co Ltd, which manufactured military and sporting ammunition and many plastic and small metal items.[20]
Agreement was also reached with American Automatic Sprinkler Corporation (Aust) Pty Ltd to enter the fire protection field in NZ as equal partners in a 10,000 pound company to be known as Reliance Fire Fighting Equipment Ltd. The company provided the design, fabrication, installation and servicing of automatic sprinkler systems. A plant was established at Cain Road, Penrose.
In January 1965 the Australian activities were re-grouped to operate under the name of The Fletcher Organisation Ltd, operating from the same premises in Sydney.
Also in 1965, almost all the shares in the Carrier Air Conditioning (NZ) Ltd were acquired thus making the company a Fletcher Holdings subsidiary. It would operate in close association with the newly-formed Mechanical Services Division of Fletcher Construction.
In 1965 JS Watt was appointed Group Technical Director, WA Bourke Group Liaison Director and LE Heron Group Industrial Director.
The Valetta Timber Co Ltd and its associates was acquired by Fletcher Holdings Ltd in February 1966 [21](and voluntarily wound up in April 1968).
On March 1, 1966, the company purchased a half interest in the Barrow Box Co, sawmillers, timber merchants and box makers (who also had cutting rights to state plantations).
On October 30, 1966, EH Rhodes, director, died.
In March 1967 the Board of Directors of Fletcher Holdings approved a re-organisation of the Group structure, the main decisions being:
Fletcher Timber would control all the wood product operations of the Group, including those formerly under Fletcher Industries, with certain minor exceptions e.g. ancillary joinery factories. An integrated wood products organisation would control processing and production from the forest to the market.
Manufacturing activities, other than wood products, which were operated or controlled by various companies in the Group would be put under Fletcher Industries. It would also control Enstones.
To merge the activities of Stuart and Chapman and other exKTC wholly-owned timber operations, Waipari, Valetta and Fletcher Timber. (The management of ex-Kauri Timber Company subsidiaries had been integrated into the Group and there was no longer a case for retaining separate identities in the North and South Islands.)
To merge the activities of Butler Bros, Redpaths and Fletcher Merchants
To establish an Executive Committee and to form other committees covering Finance, Marketing, Research and Development and Industrial Relations
The number of directorships of group companies held by senior executives was also reduced e.g. JC and JS Fletcher now held directorships of only four companies. The previous common director principle was abandoned for an Executive Committee which would be responsible to the Fletcher Holdings Board for the operation of the Group. This committee would comprise JC Fletcher (Chairman), WA Bourke, AW Craig, JJ Craig, JS Fletcher, KG Fraser, HF Molony and JS Watt, who would be known as Group Directors. The committee's powers were to be wide but its control over operations would generally be through a series of committees on which would be represented one or more members of the Executive Committee as well as one or more executive directors. The previous titles of Group Liaison Director and Group Technical Director were dispensed with but LE Heron retained the title of Group Industrial Relations Director. The committees comprised:
Marketing:WA Bourke (Chairman), AB Downey, RH Hopgood, LC Ryan, RHC Walshe, TG Hunt (Secretary)
Research & Development:JS Watt (Chairman), AB Downey, CW Hall, RH Hopgood, GC McKay, J Yolland, AJ Hume (Secretary)
Industrial Relations (responsibilities included superannuation, staff training and insurance as well as industrial relations and replaced the Wages Committee):HF Molony (Chairman), KG Fraser, LE Heron, EO Knewstubb
Finance:JC Fletcher (Chairman), JS Fletcher, HF Molony, LC Ryan, WN Rowe (Secretary)
Group Development:WA Bourke (Chairman), JH Churton, J Espie, CW Hall. [15]
In July 1967, as a result of negotiations between Fletcher Trust & Investment, Motels of Australia Ltd and Trust Houses Ltd, Travel Lodge New Zealand Ltd was established with The Fletcher Trust & Investment Co Ltd taking up a 33.33% equity interest in the new company.[22]
In 1968, the wholly-owned Fletcher Holdings subsidiary Pacific Factors merged with MARAC and this resulted in Fletcher Holdings having 38% of the equity of MARAC.[23]
Sir James Fletcher resigned as Chairman of the Board of Fletcher Holdings on February 27, 1968 but continued as a director. LJ Stevens took over as Chairman in his place. The company's Articles of Association were also ammended to provide for the creation of the position of Founder President, as specifically applied to Sir James.[24]
On 30 April 1968, CSR appointed BN Kelman as director on the Board of Fletcher Holdings in place of J Vernon.[25]
In 1968 discussions began on a joint venture to form Nelson Pine Forest Ltd to supply chips to the Tokai Pulp Company of Japan and Fletcher Trust & Investment had a 25% interest in the venture. In December 1974 this was sold to the majority partner, New Zealand Forest Products. [26]
In 1969 a joint venture with Fisher & Paykel in the insulated bodybuilding field, through the joint purchase of the business of FJ Dane Ltd, was approved.[27]
Two new directors were appointed to the board of Fletcher Holdings on November 25, 1969 MG King to replace BN Kelman (CSR) and WG Smith.
In April 1970 the ICI board agreed to the sale of their 50% interest in Fletcher Bernard-Smith Ltd and the company therefore became a wholly-owned subsidiary of Fletcher Holdings. In June of the same year Fletcher Holdings acquired 50% of NZ Lucerne Ltd.[28]
In November 1970 a major re-organisation took place in Fletcher Holdings. The Executive Committee was dissolved and its authority and responsibilities for co-ordinating the activities of the four operating companies wastransferred to a Board of Management. This consisted of JC Fletcher (Chairman), JS Fletcher, WA Bourke, KG Fraser, HF Molony, JS Watt; the four managing directors, Churton, Downey, Espie and Ryan; DJ Atkins (Sydney), RH Hopgood, AT Jewell and DG Sadler as secretary.
As mentioned above, the number of operating subsidiaries was reduced from seven to four, namely Fletcher Construction, Fletcher Development, Fletcher Industries and Fletcher Timber. Fletcher Merchants was absorbed by Fletcher Timber and became a division of that company. The trading and property development operations of Fletcher Trust & Investment passed to The Fletcher Development Company Ltd (formed in 1963 as a wholly-owned subsidiary of Fletcher Trust) and in future Fletcher Trust's role would be Ltd to holding and managing the Group's investments. Fletcher Group Services disappeared as a company and its various functions became separate service functions of Fletcher Holdings Ltd. The activities of Fletcher Industries and Fletcher Steel were joined under the Fletcher Industries banner. Fletcher Industries also took responsibility for what was Fletcher Construction's Insulation and Acoustics Division and for Fletcher Group Service's Fletcher International. Each of the four companies would have a Board of Management consisting of their managing directors as Chairmen and some other senior employees These Boards of Management would largely replace the old Boards of Directors but, as required by law, there would also be a small statutory Board of Directors chaired in each case by the Chief Executive.[29]
In July 1971 Fletcher GKN was formed to rationalise the metal roll forming interests of both GKN (NZ) Holdings Ltd and Fletcher Holdings Ltd. The resulting company produced Brownbuilt deckings and a wide range of special purpose section, cold rolled channels and purlins plus Orb corrugates and Spandek.[30]
Also, in 1971, The computer processing and development operations of Fletcher Group Services were merged with those of Computer Bureau (Holdings) Ltd and as a result Fletcher Holdings owned 19.5% of Computer Bureau (Holdings) Ltd.
HF Molony, who had been Secretary of Fletcher Holdings since 1952, retired at the end of 1971 but continued as a financial advisor to the Managing Director in the position of Associate Director-Finance. As a consequence, DG Sadler was appointed Secretary, effective from January 1, 1972.[31]
The Fletcher Mining and Exploration Company Ltd was formed in 1972. It was a wholly-owned mining company and obtained mineral prospecting warrants in Fiordland, although the main activity of the company was centred on sulphur.
On 31 March, 1972, the Chairman of Fletcher Holdings since 1968 died.
On 2 May JC Fletcher was appointed Chairman of Directors in his place.
In 1972 The Fletcher Chemical Company Ltd, a 50/50 joint venture company between Fletcher Holdings and Lusteroid Holdings (NZ) Ltd was formed to sell resins and import ancillary paint chemicals.
In August 1972 Hire Pool Ltd, an equipment-hire company which also operated a waste collection business, was purchased by Fletcher Industries Ltd.[32]
New Zealand Light Leathers Ltd was established in 1972 to operate a large lamb pelt tannery and Fletcher Trust & Investment took a 25% equity interest.
Then, in October 1972, Marac Finance and its subsidiaries were reorganised under a new holdings company, Marac Holdings Ltd. The introduction of a new shareholder led to a decrease in Fletcher Trust's percentage of the enlarged equity from 38% to 30%.
In December 1972 JS Fletcher retired from Fletcher Holdings but remained on its board and that of Tasman Pulp & Paper. WA Bourke also retired as an associate director at the same time. In March the following year JS Watt retired from Fletcher Holdings but remained a director of some associate companies. TCB Cooper retired in June 1973.[33]
Effective from April 1, 1973, JH Churton was appointed an associate director of Fletcher Holdings.
Also in 1973, The Group purchased an equity in the long-established Auckland retailer, Milne & Choyce Ltd. Fletcher Holdings took up 19% of the issued capital with a further 24.5% interest through their associate company (50/50), Fletcher Mainline Ltd. [34]
KO Brown retired as a director of Fletcher Holdings in July 1973 and was replaced by Ames.
Fletcher Trust and Investment Ltd launched a new property-owning company, Grosvenor Properties Ltd, in 1973 and subscribed to 45% of the equity.[48]
On October 30, 1973 the acquisition of Beazley Homes Ltd and all its subsidiary and associated companies was concluded, representing a return to the mass housing market by Fletcher Holdings.
In mid-1974 Fletcher Holdings acquired GKN (NZ) Holdings Ltd, plus 50% of the equity of Ajax GKN Holdings Ltd.[35]
BH Ames retired from the board in 1974 and was replaced as CSR representative by AV Shaw on July 4, 1974. Also in July, WG Smith died. A new director, JB Horrocks was appointed on September 4, 1974. Sir James Fletcher, director and Founder-President of the company died on August 12, 1974.
Fletcher Bernard-Smith ceased to operate as from July 31, 1975.
On November 4, 1975 Fletcher Holdings acquired Milne & Choyce and JC Fletcher, H Molony and DG Sadler were appointed directors.
Also in 1975 John Lysaght Ltd, a long-established leading importer and merchant of steel sheet and allied products, was acquired from GKN to add strength to the Group's steel merchandising activities.[43]
GKN NZ Ltd (the company had been formed in October 1961 by GKN (Cardiff) Ltd, Fletcher Holdings (12.5% equity) and Pacific Steel (12.5%) to operate a wire drawing plant adjacent to Pacific Steel) was by 1975 87.5% owned by Fletcher Holdings.[45] In 1976 it changed its name to New Zealand Wire Industries Ltd.[46]
Another new company was formed on July 28, 1976 The Fletcher Development and Construction Company, a wholly-owned subsidiary under the building and engineering group. It would provide within one organisation a total development, design and building service throughout the whole of New Zealand.[37]
Hugh Alasdair Fletcher was appointed Deputy Managing Director of Fletcher Holdings on November 4, 1976. Then, on December 2, he was also appointed an alternate director to act in the place of JC Fletcher.
In 1977, The Fletcher Organisation Pty Ltd and the Fletcher Group Investments Pty Ltd in Australia, together with their wholly-owned subsidiaries and associated companies, were re-organised under one holding company. This holding company (formerly The Fletcher Organisation Pty Ltd) was renamed The Fletcher Group Australia Ltd.[38]
On April 6, 1977 Nylex Fletcher Ltd was formed following the merger of Fletcher Plastics (a division of Fletcher Industries Ltd) with Nylex Products (NZ) Ltd. The company made a wide range of calendered, coated and laminated plastic products.[44]
In October 1977 it was agreed that the operations of the company's eight NZ business areas would be conducted through separate legal entities, as follows:Fletcher Construction Ltd, Fletcher Forests Ltd, Fletcher Trust & Investment Ltd, Fletcher Residential Ltd, Fletcher Timber Ltd, Fletcher Industries Ltd, NZ Wire Industries Ltd and Fletcher Wood Panels Ltd; together with the minimum of other companies essential for the effective operation of the company's business.[39] This restructuring also included some divestments, including the closing down of Fletcher Engineering Products in NZ and RL Willmott in Australia and the sale of the 25% holding in Atlantic & Pacific Travel Ltd. Expansions included an increase in the Group's shareholding in Firth Industries Ltd to 32.3%.[42]
The Government agreed in 1977 to a plan for the restructuring of Tasman Pulp & Paper Co Ltd. Fletcher Holdings increased its shareholding with the purchase of 7,377,260 ordinary shares (19% of the ordinary capital), which took the Group's holding to 36.5%.[40]
On September 7, 1978 HA Fletcher was appointed a director of Fletcher Holdings and relinquished his position as alternate for JC Fletcher.
A 51% joint venture fishing operation with the Russian State fishing organisation Sovrybflot (49%) was entered into at the end of 1978.[41]
In 1978 River Shingle & Sand (1935) Ltd, a supplier of aggregate, and Vibrapac Masonry (Wellington) Ltd, concrete masonry and precast concrete products, were acquired with a view to using Firth as a vehicle to expand this business area.
In April, 1979 JC Fletcher advised the Board of his intention to retire as managing director as from December 31, 1979. The Board appointed HA Fletcher as managing director-designate. JC Fletcher would continue to hold office as Chairman of the Board of Directors.
In late 1978, the cross-shareholding with Australian Newsprint Mills Holdings Ltd in Tasman Pulp & Paper was eliminated, resulting in an increase in the Group's share of the ordinary capital from 36.5% to 46.2%.
In January 1979, the remaining 65% of the shares of Firth Industries were purchased. This company operated primarily in concrete, precast concrete tanks and the quarrying of rock aggregates, lime and natural stone. Much of its business was directed to the residential building field, principally serving a large rural community (Waikato, Bay of Plenty and Taranaki). In acquiring Firth Industries, 60% interests in two successful bitumen-based road construction companies, Reliable Roads Ltd and Waikato Bitumen Ltd were also secured. These units broadened the Group's civil engineering operations and from April 1, 1979 were managed by Fletcher Construction.
In 1979 the Group's 50% interest in Auckland Intercontinental Properties Ltd was sold and a 40% interest in Ellis & Burnand was purchased in November.[47]
Also in November of that year, Tasman Pulp & Paper Company Ltd became a subsidiary of Fletcher Holdings, with ownership increasing from 46.2% to 56.5%.
In 1979 the establishment of a concrete and aggregates business area was completed with partitioning of Certified Concrete and the acquisition of the remaining 55% of Stresscrete. A new company, Fletcher Concrete, was established as the vehicle for the integration of the operating units of Certified Concrete, Stresscrete and Firth (readymix concrete).
As a result of the sale of the ordinary shares held by CSR Ltd, MG King and AV Shaw resigned as directors on January 1, 1980 marking the end of the appointments of CSR nominated directors to the Board of Fletcher Holdings. Fletcher Holdings became 99% New Zealand owned (previously 78%). Following changes to the Articles of Association, four new directors were appointed by the Board with effect from 7 February 1980. The were AB Downey, JR Fletcher, DG Sadler and JG Smith. Together with the managing director, HA Fletcher, they made up the Executive Office which would be the corporate management team of the Group.
In February 1980, Fletcher Holdings acquired 100% of Felvins.
A forestry joint venture, Hikurangi Forest Farms, was established with BP New Zealand on the East Coast of the North Island and the Fletcher Holdings farm forestry property, Wairangi Station, was transferred to the joint venture.
Sir James Fletcher retired as managing director after 37 years and was succeeded by HA Fletcher.
The Boards of Fletcher Holdings, Challenge Corporation Ltd and Tasman Pulp & Paper Company Ltd decided to merge their interests and form one group, to be known as Fletcher Challenge Ltd. The new company was incorporated in January 1981, although Tasman Pulp & Paper continued to operate as a separate entity.
References
[1] Minutes of directors meeting (0287) 23.6.41 [2] FHL annual report 1941 [3] FHL annual report 1942 [4] Last liste d as separate entity in FHL annual report 1952 cf minutes 7.9. 48 when agreed to liquidate [5] Minutes of Board meeting FHL November 1949; National Archives [6] Minutes of directors meeting FHL 3.2.54 [7] FHL annual report 1957 [8] Minutes of directors meeting 30.5.61 [9] FHL annual report 1962 [10] FH L annual report 1963 [11] FHL annual report 1963 [12] Minutes of directors meeting 24.7.63 [13] Minutes of directors meeting 16.8.63 [14] Minutes of directors meeting 10.9.63 [15] Memo from JC Fletcher to all directors 29.03.67 [16] Minutes of directors meeting 4.2.48 [17] Minutes of directors meeting 8.3.60 [18] Minutes of directors meeting 9.6.61 and CSR lett er in minutes 18.7.61 [19] Minutes of directors meeting 3.9.61 [20] Memo 0667/1/4 [21] 0413/1/1 [22] Minutes of directors meeting 26.7.67 [23] Minutes of directors meeting 30.1.68 [2 4] Minutes of directors meeting 27.2.68 [25] Minutes of directo rs meeting 30.4.68 [26] Minutes of directors meeting 25.11.69 a nd 0413/3 [27] Minutes of directors meeting 25.2.69 [28] Minute s of directors meeting April-June 1969 [29] Minutes of executi ve committee meetings (0445/1) 23.10.70 and memo from JC Fletcher, 22 Oct in directors minutes (0287) [30] Annual report 1973 [31] Minutes of directors meeting 30.11.71 [32] Minutes of directors meeting 29.8.72 [33] Minutes of directo rs meeting 31.10.72 [34] Annual report 1973 [35] Minutes of directors meeting 6.6.74 [36] Confidential Newsletter 7/2/63 (0145/1) [37] Certificate of incorporation (0988/6) [38] Minutes of directors meeting 7.4.77 [39] Minutes of directors meeting 6.10.77 [40] Minutes of directors meeting 7.12.77 [41] Minut es of directors meeting 5.10.78 [42] Annual report 1978 [43] Annual report 1975 [44] Agreement (0988/14) [45] Annual report 1975 [46] Annual report 1976 [47] Annual report 1980 [48] Annual report 1974
1940-1980
Fletcher Holdings Ltd was established in 1940 as a result of an agreement dated March 1, 1940 between the shareholders of the Fletcher Construction Co Ltd and the trustee for a company to be formed under the name of Fletcher Holdings Ltd. It was a public company with an issued capital of 250,000 pounds, divided into 250,000 shares of one pound each of which 50,000 were preference shares and 200,000 ordinary shares. The registered office of the company was at 135 Nelson Street, Auckland.
The first board meeting was held on March 29, 1940. A resolution was passed that James Fletcher of Auckland, Contractor, should be appointed Chairman of Directors of the company. Other directors were William J Fletcher, JT Martin, Andrew Fletcher, EH Rhodes and JC Fletcher (Secretary).
With the incorporation of the holding company, a number of private companies established by the Fletcher family, under the leadership of the first Sir James Fletcher, were consolidated. By the end of March 1941 these companies included:
Fletcher Construction Co Ltd, the major and wholly owned subsidiary of Fletcher Holdings Ltd.
NZ Marble Co Ltd (which in turn owned Guillards Putaruru Building Stone Co Ltd), wholly owned by Fletcher Construction. This company quarried and prepared stone and marble for the various contracts carried out by Fletcher Construction, as well as other building contractors.
Fletcher Trust & Investment Co Ltd, 36% owned by Fletcher Construction and 15% by Fletcher Holdings. This company owned valuable city offices in both Auckland and Wellington and had a considerable amount of its capital invested in securities.
Residential Construction Co Ltd, 50% owned by Fletcher Holdings Ltd and 50% by Fletcher Construction. This company was engaged on government housing works. Its mass-production joinery and pre-fabricating workshops would be used to manufacture pre-fabricated military buildings. The whole of the logging and milling activities of Residential Construction would be handled by Te Puke Sawmills Ltd (wolly owned by RCC) which would also supply timber required by NZ Plywood Ltd.
Vulcan Steel Construction Co Ltd, wholly owned by Fletcher Construction. Its activities included the sale of both structural and reinforcing steel and the manufacture of contractors' plant and all types of equipment for mines, fertiliser works and other industrial ventures.
Wellington Structural Reinforcing Steel, with a 74% shareholding by Fletcher Construction Company. This company had the largest stocks of reinforcing steel in NZ and carried out several large structural steel contracts for Fletcher Construction.
Other companies with a combined authorised and issued capital of 75,000 pounds, 30,000 pounds of which were held by Fletcher Construction.
Atiamuri Timber Co Ltd, with an authorised capital of 50,000 pounds, and 1200 shares at one pound held by Residential Construction.
Pabco Products (NZ) Ltd, was registered in 1940 with a capital of 10,000 pounds and negotiations with the Paraffine Co of San Francisco were concluded in 1941 to own 50% of the company with the Paraffine Co, through its Australian subsidiary, who would provide management and technical expertise. The company manufactured roll roofings, saturated felt, bitumastic paints and mastics (the "Malthoid" lines).
Dominion Sales Corporation Ltd, 60% shareholding applied for by Fletcher Holdings. This company was formed with a capital of 5,000 pounds to handle the products manufactured by the various subsidiary companies.
In February 1941 a Board of Control, to be responsible to the main directorate of the company, was set up in order to better control and co-ordinate activities of the various subsidaries. The Board was to provide reports to the Chairman on a quarterly basis apprising him of the activities of their particular section. The Board consisted of James Fletcher, JJ Craig, WJ Fletcher, EH Rhodes, R McCracken, N Burnett, Andrew Fletcher, GR Young, JS Fletcher, J Watt, M Rillstone and JC Fletcher.
Business responsibility was split into the following sections:
Fletcher Construction Co Ltd:A Fletcher, JJ Craig, WJ Fletcher and James Fletcher
Wellington Reinforcing & Structural Steel:A Fletcher
Vulcan Steel Construction Co Ltd:EH Rhodes and JC Fletcher
NZ Marble Co Ltd:WJ Fletcher and JC Fletcher
Pabco Products (NZ) Ltd:James Fletcher, JC Fletcher, EH Rhodes, JS Fletcher and N Burnett
Housing, Wellington:JS Fletcher and N Burnett
Housing, Auckland:R McCracken, M Rillstone
Corewood factories and doors:N Burnett and JS Fletcher
Sawmilling (Te Puke and other interests):JC Fletcher and R McCracken
Dominion Sales Corporation Ltd:N Burnett, R McCracken and JC Fletcher
Finance:James Fletcher and JC Fletcher
Trust and properties:A Fletcher and JC Fletcher
Reports:James Fletcher and JC Fletcher
Certified Concrete James Fletcher and JC Fletcher
New Zealand Plywood Ltd was registered in 1940 with a capital of 100,000 pounds, 40% of which was applied for by Fletcher Holdings.[2] It was to produce commercial plywood and veneers from a factory in Penrose which was completed in 1942.[3]
In June 1941 Fletcher Holdings took over Stevenson & Cook Ltd of Port Chalmers. The activities of the company included ship repairs and the building of mine sweepers. Following the takeover, the engineering shops were rebuilt and two covered slipways (the largest in the Southern Hemisphere) were erected.[1]
James Fletcher resigned as Chairman of Fletcher Holdings in 1942 to take up an appointment as Commissioner of Defence Construction. As a consequence, WJ Fletcher was appointed Chairman, while JC Fletcher was made Managing Director, a position he would hold until 1979.
On April 14, 1942 Dominion Industries Ltd was registered as a company. Its activities included the establishment of an asbestos cement products factory and a linseed products mill. The plant installation was completed by March 1943.
In 1942, Fletcher Holdings had approximately 3,000 employees, a turnover of 2.2 million pounds and a profit of 16,476 pounds after taxation.
In March 1944, the Board of Directors of Fletcher Holdings reaffirmed their policy of the central control and domicile of the subsidiaries of the company. The management of the various subsidiaries was as far as possible to be under one roof, at Penrose.
James Fletcher resigned his post as Commissioner of Defence Construction in January 1945 and WJ Fletcher relinquished his position as Chairman of Fletcher Holdings in his favour.
An Executive Committee of the Board of Fletcher Holdings was set up in March 1945 to ensure that the Board would at all times be fully conversant with any proposed activity on the part of a subsidiary company. The representatives of the Board were James Fletcher, WJ Fletcher and EH Rhodes, who were to have the power to confer with the directors of the subsidiaries on matters relating to policy, expansion, capital commitment and finance and with the power to act.
At a meeting of the directors of Fletcher Holdings on June 12, 1945, it was resolved that 250,000 shares be allotted to the Colonial Sugar Refining Co Ltd. With this went the right to nominate two directors to the Board. As a consequence, John P Wildman and Roy M Saddington became the first of the CSR appointed directors on the Board of Fletcher Holdings. WJ Fletcher also retired as a director in 1945.
By 1946 all the shares of Te Puke Sawmilling Co Ltd had been acquired by Fletcher Holdings Ltd. Sawmills were being operated at Atiamuri and Te Rangi-Ita.
A new company, The Reinforcing & Structural Steel Co Ltd, was set up in Dunedin in 1946 to handle the steel business.
By June 1947, timber procurement negotiations were going on with the Kauri Timber Company Ltd with a view to the formation of a separate company in which KTC and Fletcher Holdings would be equal shareholders. In consideration of KTC supplying peeler logs to the plywood factory and sawn timber to Fletcher building subsidiaries in the South Island, KTC would acquire a half interest in the South Island plywood factory. Negotiations were completed and the transfer of shares took place on May 31, 1949.
In 1947, Fletcher Holdings also acquired the remaining interests of the Paraffine companies of San Francisco in Pabco Products (NZ) Ltd. Part of the conditions of the sale were that Pabco should change its name and the company was accordingly renamed Duroid Products (NZ) Ltd.
Following an invitation to Fletcher Holdings to undertake building construction in Western Samoa, a subsidiary company in Apia, to be known as Fletcher South Seas Ltd, was incorporated in 1947 with a capital of 20,000 pounds.
In early 1948, the business of William Cook and Sons Ltd was acquired.[16] It would provide much needed timber and marshalling yards in the Hutt Valley and would help to take care of the increasing volume of country contract work.
Also in 1948, the business of J Hammett & Sons Ltd, an established joinery factory business, was acquired. The company was eventually wound up with its assets and facilities utilised to provide a service department to Fletcher Construction in Christchurch.[4]
On January 12, 1950, upon the retirement of J Wildman, CSR appointed John E Crooks as a nominee director of Fletcher Holdings.
The Balmoral Sawmilling Co Ltd (incorporated on January 31, 1947 and registered in Christchurch), which had ceased to trade in April 1949, was voluntarily wound up in 1951.[5]
Messrs Merritt-Chapman and Scott Corporation and the Raymond Concrete Pile Co of America approached Fletcher Holdings about possible collaboration over major construction projects in NZ. In March 1951, their joint tender for the construction of the Auckland Import Wharf was accepted. The joint venture was a loose partnership in which all three companies retained their identity.
On May 3, 1952, GF Hutchinson, who had held the position of Secretary of Fletcher Holdings from August 1943, died. His assistant, HF Molony, was appointed to the position.
The business of Joseph Sparrow & Sons Ltd of Dunedin was acquired by Fletcher Holdings in 1952. The Reinforcing & Structural Steel Co Ltd was due for considerable expenditure and the acquisition of this business and its existing facilities consolidated the company's position in steel trading in Dunedin.
In June 1952, Tasman Pulp & Paper Company Ltd was incorporated to establish a paper, pulp and newsprint industry in and around Murupara. Shares in the company were held by the Crown, Fletcher Trust & Investment Ltd and the public.
A further Fletcher-Merritt-Raymond joint venture went ahead in 1953, with the negotiation of a contract for the construction of a tanker berth for the Australian Oil Refining Company (Pty) Ltd in Botany Bay. Another Fletcher-Merritt-Raymond joint venture was established for the erection of the Tasman pulp and paper mill.
On November 17, 1953, Arthur C Isaacs replaced R Saddington as CSR nominee director on the Board of Fletcher Holdings.
In 1954 [6] it was decided that all the existing subsidiaries should be re-organised into seven groups as follows:
The Fletcher Construction Company Ltd:including the Commercial Division, Housing Division and Heavy Construction Division of Fletcher Construction and the Australian subsidiary, The Fletcher Construction Co Pty Ltd.
The Fletcher Steel and Engineering Companies:including included Vulcan Steel, Wellington Structural & Reinforcing Steel Co, Reinforcing & Structural Steel Co Ltd, Joseph Sparrow & Sons Ltd and Stevenson & Cook Engineering Co Ltd.
The Fletcher Industries Ltd:including NZ Plywood Ltd, the linseed and asbestos cement divisions of Dominion Industries, Duroid Products Ltd, Dominion Sales Corporation Ltd and the Wellington door factory of the Residential Construction Company Ltd.
The Fletcher Timber Company Ltd:including timber activities, specifically Te Puke Timber Co Ltd.
The Fletcher Sales & Services Ltd:including Residential Construction Co Ltd with its timber merchandising and housing construction interests shorn off.
The Fletcher Trust & Investment Co Ltd:including the property activities of the company formerly under Fletcher Trust & Investment Co Ltd.
Plant hire never incorporated.
The Executive Committee appointed by the Board under the Chairmanship of JC Fletcher was responsible to the Board for the control of the seven companies. The chief executive functions of each of the seven, however, would be taken over by their General Managers and the Executive Committee would be responsible for overall planning and administration under the direction of the Board.
In 1954, the whole of the shares of J & A Wilkinson Ltd, an old established supplies and hardware business in Dunedin, was acquired.
In 1955, Fletcher Holdings decided to invest in Caxton Paper Mills Ltd, a company set up to manufacture tissues and light-weight papers. The Fletcher Trust & Investment Co Ltd consequently invested 150,000 pounds and held a ?% shareholding.
Fletcher Holdings (London) Ltd was registered on October 2, 1956, with a capital of 1,000 pounds.
By 1957 [7] a Central Services unit existed in Fletcher Holdings Head Office, a small specialists group in which the Engineering and Design Office were included. It was also responsible for the production of "Arrowhead".
In February 1958, L Gilmour replaced A Isaacs as the CSR nominee director of Fletcher Holdings. JT Martin also resigned from the Board and was replaced by Roy W Harman (ex CSR).
On April 1, 1958 it was resolved to change the name of The Fletcher Sales & Services Ltd to The Fletcher Hardware Co Ltd. It was also decided that the business of J & A Wilkinson Ltd be transferred to The Fletcher Sales & Services Ltd and J & A Wilkinson was to be wound up.
BH Ames replaced L Gilmour as the CSR nominee director on November 3, 1959.
On February 12, 1960 Fletcher Holdings acquired all the shares in M Henderson Ltd, an Invercargill hardware business. [17]
Pacific Steel Ltd was formed with UK investors holding 660,000 pounds and NZ investors holding 990,000 pounds of an equity capital of 1650,000 pounds. Fletcher Holdings held 32.72% of the share holding. The Directors were JC Fletcher (Chairman), JS Watt, JF Kember, JF McLean, KC Campbell, BR Law, JG Gowan and RC MacDonald.
In 1961 discussions with the Kauri Timber Company Ltd culminated in an agreement to acquire substantially the whole of the KTC NZ interests. This included the Butler Group (including Butler Bros. Ltd in which KTC had a 53.29% interest, its subsidiary companies, Butler Timber Co Ltd, 100% owned and Stuart & Chapman Ltd 66.66% owned and Otago Timber Co Ltd, 90% owned by Stuart & Chapman), the Ellis & Burnand Group comprising the holding company, Ellis & Burnand Ltd, in which KTC had a 50.3% interest and its wholly-owned subsidiaries Ellis Veneer Co Ltd, Maoriland Timber Co Ltd, NZ Sawmillers Agency Ltd, Morrinsville Joinery Co Ltd and remaining shares in NZ Plywood (at the time 50% owned by KTC and 50% by Fletcher Holdings).
After agreement was reached, Fletcher Holdings went on to acquire the remaining assets of the Kauri Timber Co in NZ, which included Kauri Sawmills Ltd, Kauri Timber Co (Booths) Ltd, Steel Bros Ltd, Red Pine Timbers Ltd, Matai Timber Ltd and the net assets of the Auckland branch of the KTC.[8]
A new company, The Fletcher Group Services Ltd, was formed to carry out the centralised activities of the Group previously contained in the Central Services unit. It would provide specialised services including engineering and design, labour and industrial relations, work study, advertising and general research. It would also assist outside organisations, calling on specialists and technical executives from the operating companies.
In 1961, CSR increased its shareholding in Fletcher Holdings by 30% and as a consequence two of their senior mangement team, J Vernon and KO Brown, were appointed directors in place of B Ames and Crooks.[18]
Also in 1961, WN Rowe was appointed Deputy Secretary of Fletcher Holdings Ltd. R Harman resigned from the Board in September of the same year and was replaced by RG Stark.[19]
In 1962 a one third share of the equity investment in Jordan Chemicals (NZ) Ltd was acquired and a 12.5% investment in GKN (NZ) Ltd (Pacific Steel acquired a further 12.5%).[9]
Carrier Air (NZ) Ltd was established in June 1962, as an equal joint partnership between Carrier Air Conditioning (Holdings) Ltd of Australia and Fletcher Holdings to promote the manufacture, sales and installation of Carrier air-conditioning equipment.
A joint venture arrangement was also entered into with the Nairn-Williamson Group of Kirkcaldy to participate in a NZ venture to manufacture polyvinyl floor tiles and other flooring and covering materials.
Manufacturers and Retailers Acceptance Company Ltd (MARAC) was also established as a finance company and Fletcher Holdings were one of the principal partners.
In 1962 it was decided to close the London office. [10]
On April 1, 1963, Fletcher Holdings acquired J A Redpath & Sons Ltd, an old established business specialising in flooring and roofing, which had 11 branches. Other acquisitions were the merchandising outlets (builders' supplies) of R C Horsely Ltd of Christchurch and John Graham and Co Ltd of Masterton.[11]
A new company, Fletcher Bernard-Smith Ltd was formed on June 1, 1963 to operate an engineering works built at Otahuhu. This was a partnership between the Bernard-Smith Co of Sydney and Fletcher Steel. Bernard-Smith (a member of the ACI Group) was one of the largest steel fabricators in Australia, specialising in heavy plate, tank and pressure vessel fabrication.
Also in 1963, Fletcher Holdings purchased 13,500 shares in the Southland timber company, Port Craig Timber Co Ltd.[12] The company also acquired the whole of W H Enstone Ltd, an Auckland hardware manufacturing company.[13]
In 1963 the shares held by the Fletcher Trust & Investment Co in Caxton Paper Mills Ltd were exchanged for the shares held by the Spencer family in NZ Paper Mills Ltd (plus cash).[14]
The Fletcher Hardware Co Ltd ceased to trade under that name from October 1, 1963. In the North Island its place was taken by Fletcher Merchants (Fletcher Hardware and the Merchandising Division of Fletcher Timber). In the South Island, Fletcher Hardware ceased to exist as a separate entity and its functions were absorbed into the subsidiary companies of Butler Bros Ltd.
On October 11, 1963 Fletcher Holdings completed the acquisition of McCallum Bros Ltd, a South Island timber company.
In 1963 Fletcher Holdings established a new company, Pacific Factors Ltd, which pioneered factoring in New Zealand.[36]
A 40% interest in Roadways NZ Ltd, a leading road making and earth moving organisation with its registered office in Oamaru, was acquired by The Fletcher Trust & Investment Co Ltd in November 1964. In the same year they also purchased a 30% interest in the Colonial Ammunition Co Ltd, which manufactured military and sporting ammunition and many plastic and small metal items.[20]
Agreement was also reached with American Automatic Sprinkler Corporation (Aust) Pty Ltd to enter the fire protection field in NZ as equal partners in a 10,000 pound company to be known as Reliance Fire Fighting Equipment Ltd. The company provided the design, fabrication, installation and servicing of automatic sprinkler systems. A plant was established at Cain Road, Penrose.
In January 1965 the Australian activities were re-grouped to operate under the name of The Fletcher Organisation Ltd, operating from the same premises in Sydney.
Also in 1965, almost all the shares in the Carrier Air Conditioning (NZ) Ltd were acquired thus making the company a Fletcher Holdings subsidiary. It would operate in close association with the newly-formed Mechanical Services Division of Fletcher Construction.
In 1965 JS Watt was appointed Group Technical Director, WA Bourke Group Liaison Director and LE Heron Group Industrial Director.
The Valetta Timber Co Ltd and its associates was acquired by Fletcher Holdings Ltd in February 1966 [21](and voluntarily wound up in April 1968).
On March 1, 1966, the company purchased a half interest in the Barrow Box Co, sawmillers, timber merchants and box makers (who also had cutting rights to state plantations).
On October 30, 1966, EH Rhodes, director, died.
In March 1967 the Board of Directors of Fletcher Holdings approved a re-organisation of the Group structure, the main decisions being:
Fletcher Timber would control all the wood product operations of the Group, including those formerly under Fletcher Industries, with certain minor exceptions e.g. ancillary joinery factories. An integrated wood products organisation would control processing and production from the forest to the market.
Manufacturing activities, other than wood products, which were operated or controlled by various companies in the Group would be put under Fletcher Industries. It would also control Enstones.
To merge the activities of Stuart and Chapman and other exKTC wholly-owned timber operations, Waipari, Valetta and Fletcher Timber. (The management of ex-Kauri Timber Company subsidiaries had been integrated into the Group and there was no longer a case for retaining separate identities in the North and South Islands.)
To merge the activities of Butler Bros, Redpaths and Fletcher Merchants
To establish an Executive Committee and to form other committees covering Finance, Marketing, Research and Development and Industrial Relations
The number of directorships of group companies held by senior executives was also reduced e.g. JC and JS Fletcher now held directorships of only four companies. The previous common director principle was abandoned for an Executive Committee which would be responsible to the Fletcher Holdings Board for the operation of the Group. This committee would comprise JC Fletcher (Chairman), WA Bourke, AW Craig, JJ Craig, JS Fletcher, KG Fraser, HF Molony and JS Watt, who would be known as Group Directors. The committee's powers were to be wide but its control over operations would generally be through a series of committees on which would be represented one or more members of the Executive Committee as well as one or more executive directors. The previous titles of Group Liaison Director and Group Technical Director were dispensed with but LE Heron retained the title of Group Industrial Relations Director. The committees comprised:
Marketing:WA Bourke (Chairman), AB Downey, RH Hopgood, LC Ryan, RHC Walshe, TG Hunt (Secretary)
Research & Development:JS Watt (Chairman), AB Downey, CW Hall, RH Hopgood, GC McKay, J Yolland, AJ Hume (Secretary)
Industrial Relations (responsibilities included superannuation, staff training and insurance as well as industrial relations and replaced the Wages Committee):HF Molony (Chairman), KG Fraser, LE Heron, EO Knewstubb
Finance:JC Fletcher (Chairman), JS Fletcher, HF Molony, LC Ryan, WN Rowe (Secretary)
Group Development:WA Bourke (Chairman), JH Churton, J Espie, CW Hall. [15]
In July 1967, as a result of negotiations between Fletcher Trust & Investment, Motels of Australia Ltd and Trust Houses Ltd, Travel Lodge New Zealand Ltd was established with The Fletcher Trust & Investment Co Ltd taking up a 33.33% equity interest in the new company.[22]
In 1968, the wholly-owned Fletcher Holdings subsidiary Pacific Factors merged with MARAC and this resulted in Fletcher Holdings having 38% of the equity of MARAC.[23]
Sir James Fletcher resigned as Chairman of the Board of Fletcher Holdings on February 27, 1968 but continued as a director. LJ Stevens took over as Chairman in his place. The company's Articles of Association were also ammended to provide for the creation of the position of Founder President, as specifically applied to Sir James.[24]
On 30 April 1968, CSR appointed BN Kelman as director on the Board of Fletcher Holdings in place of J Vernon.[25]
In 1968 discussions began on a joint venture to form Nelson Pine Forest Ltd to supply chips to the Tokai Pulp Company of Japan and Fletcher Trust & Investment had a 25% interest in the venture. In December 1974 this was sold to the majority partner, New Zealand Forest Products. [26]
In 1969 a joint venture with Fisher & Paykel in the insulated bodybuilding field, through the joint purchase of the business of FJ Dane Ltd, was approved.[27]
Two new directors were appointed to the board of Fletcher Holdings on November 25, 1969 MG King to replace BN Kelman (CSR) and WG Smith.
In April 1970 the ICI board agreed to the sale of their 50% interest in Fletcher Bernard-Smith Ltd and the company therefore became a wholly-owned subsidiary of Fletcher Holdings. In June of the same year Fletcher Holdings acquired 50% of NZ Lucerne Ltd.[28]
In November 1970 a major re-organisation took place in Fletcher Holdings. The Executive Committee was dissolved and its authority and responsibilities for co-ordinating the activities of the four operating companies wastransferred to a Board of Management. This consisted of JC Fletcher (Chairman), JS Fletcher, WA Bourke, KG Fraser, HF Molony, JS Watt; the four managing directors, Churton, Downey, Espie and Ryan; DJ Atkins (Sydney), RH Hopgood, AT Jewell and DG Sadler as secretary.
As mentioned above, the number of operating subsidiaries was reduced from seven to four, namely Fletcher Construction, Fletcher Development, Fletcher Industries and Fletcher Timber. Fletcher Merchants was absorbed by Fletcher Timber and became a division of that company. The trading and property development operations of Fletcher Trust & Investment passed to The Fletcher Development Company Ltd (formed in 1963 as a wholly-owned subsidiary of Fletcher Trust) and in future Fletcher Trust's role would be Ltd to holding and managing the Group's investments. Fletcher Group Services disappeared as a company and its various functions became separate service functions of Fletcher Holdings Ltd. The activities of Fletcher Industries and Fletcher Steel were joined under the Fletcher Industries banner. Fletcher Industries also took responsibility for what was Fletcher Construction's Insulation and Acoustics Division and for Fletcher Group Service's Fletcher International. Each of the four companies would have a Board of Management consisting of their managing directors as Chairmen and some other senior employees These Boards of Management would largely replace the old Boards of Directors but, as required by law, there would also be a small statutory Board of Directors chaired in each case by the Chief Executive.[29]
In July 1971 Fletcher GKN was formed to rationalise the metal roll forming interests of both GKN (NZ) Holdings Ltd and Fletcher Holdings Ltd. The resulting company produced Brownbuilt deckings and a wide range of special purpose section, cold rolled channels and purlins plus Orb corrugates and Spandek.[30]
Also, in 1971, The computer processing and development operations of Fletcher Group Services were merged with those of Computer Bureau (Holdings) Ltd and as a result Fletcher Holdings owned 19.5% of Computer Bureau (Holdings) Ltd.
HF Molony, who had been Secretary of Fletcher Holdings since 1952, retired at the end of 1971 but continued as a financial advisor to the Managing Director in the position of Associate Director-Finance. As a consequence, DG Sadler was appointed Secretary, effective from January 1, 1972.[31]
The Fletcher Mining and Exploration Company Ltd was formed in 1972. It was a wholly-owned mining company and obtained mineral prospecting warrants in Fiordland, although the main activity of the company was centred on sulphur.
On 31 March, 1972, the Chairman of Fletcher Holdings since 1968 died.
On 2 May JC Fletcher was appointed Chairman of Directors in his place.
In 1972 The Fletcher Chemical Company Ltd, a 50/50 joint venture company between Fletcher Holdings and Lusteroid Holdings (NZ) Ltd was formed to sell resins and import ancillary paint chemicals.
In August 1972 Hire Pool Ltd, an equipment-hire company which also operated a waste collection business, was purchased by Fletcher Industries Ltd.[32]
New Zealand Light Leathers Ltd was established in 1972 to operate a large lamb pelt tannery and Fletcher Trust & Investment took a 25% equity interest.
Then, in October 1972, Marac Finance and its subsidiaries were reorganised under a new holdings company, Marac Holdings Ltd. The introduction of a new shareholder led to a decrease in Fletcher Trust's percentage of the enlarged equity from 38% to 30%.
In December 1972 JS Fletcher retired from Fletcher Holdings but remained on its board and that of Tasman Pulp & Paper. WA Bourke also retired as an associate director at the same time. In March the following year JS Watt retired from Fletcher Holdings but remained a director of some associate companies. TCB Cooper retired in June 1973.[33]
Effective from April 1, 1973, JH Churton was appointed an associate director of Fletcher Holdings.
Also in 1973, The Group purchased an equity in the long-established Auckland retailer, Milne & Choyce Ltd. Fletcher Holdings took up 19% of the issued capital with a further 24.5% interest through their associate company (50/50), Fletcher Mainline Ltd. [34]
KO Brown retired as a director of Fletcher Holdings in July 1973 and was replaced by Ames.
Fletcher Trust and Investment Ltd launched a new property-owning company, Grosvenor Properties Ltd, in 1973 and subscribed to 45% of the equity.[48]
On October 30, 1973 the acquisition of Beazley Homes Ltd and all its subsidiary and associated companies was concluded, representing a return to the mass housing market by Fletcher Holdings.
In mid-1974 Fletcher Holdings acquired GKN (NZ) Holdings Ltd, plus 50% of the equity of Ajax GKN Holdings Ltd.[35]
BH Ames retired from the board in 1974 and was replaced as CSR representative by AV Shaw on July 4, 1974. Also in July, WG Smith died. A new director, JB Horrocks was appointed on September 4, 1974. Sir James Fletcher, director and Founder-President of the company died on August 12, 1974.
Fletcher Bernard-Smith ceased to operate as from July 31, 1975.
On November 4, 1975 Fletcher Holdings acquired Milne & Choyce and JC Fletcher, H Molony and DG Sadler were appointed directors.
Also in 1975 John Lysaght Ltd, a long-established leading importer and merchant of steel sheet and allied products, was acquired from GKN to add strength to the Group's steel merchandising activities.[43]
GKN NZ Ltd (the company had been formed in October 1961 by GKN (Cardiff) Ltd, Fletcher Holdings (12.5% equity) and Pacific Steel (12.5%) to operate a wire drawing plant adjacent to Pacific Steel) was by 1975 87.5% owned by Fletcher Holdings.[45] In 1976 it changed its name to New Zealand Wire Industries Ltd.[46]
Another new company was formed on July 28, 1976 The Fletcher Development and Construction Company, a wholly-owned subsidiary under the building and engineering group. It would provide within one organisation a total development, design and building service throughout the whole of New Zealand.[37]
Hugh Alasdair Fletcher was appointed Deputy Managing Director of Fletcher Holdings on November 4, 1976. Then, on December 2, he was also appointed an alternate director to act in the place of JC Fletcher.
In 1977, The Fletcher Organisation Pty Ltd and the Fletcher Group Investments Pty Ltd in Australia, together with their wholly-owned subsidiaries and associated companies, were re-organised under one holding company. This holding company (formerly The Fletcher Organisation Pty Ltd) was renamed The Fletcher Group Australia Ltd.[38]
On April 6, 1977 Nylex Fletcher Ltd was formed following the merger of Fletcher Plastics (a division of Fletcher Industries Ltd) with Nylex Products (NZ) Ltd. The company made a wide range of calendered, coated and laminated plastic products.[44]
In October 1977 it was agreed that the operations of the company's eight NZ business areas would be conducted through separate legal entities, as follows:Fletcher Construction Ltd, Fletcher Forests Ltd, Fletcher Trust & Investment Ltd, Fletcher Residential Ltd, Fletcher Timber Ltd, Fletcher Industries Ltd, NZ Wire Industries Ltd and Fletcher Wood Panels Ltd; together with the minimum of other companies essential for the effective operation of the company's business.[39] This restructuring also included some divestments, including the closing down of Fletcher Engineering Products in NZ and RL Willmott in Australia and the sale of the 25% holding in Atlantic & Pacific Travel Ltd. Expansions included an increase in the Group's shareholding in Firth Industries Ltd to 32.3%.[42]
The Government agreed in 1977 to a plan for the restructuring of Tasman Pulp & Paper Co Ltd. Fletcher Holdings increased its shareholding with the purchase of 7,377,260 ordinary shares (19% of the ordinary capital), which took the Group's holding to 36.5%.[40]
On September 7, 1978 HA Fletcher was appointed a director of Fletcher Holdings and relinquished his position as alternate for JC Fletcher.
A 51% joint venture fishing operation with the Russian State fishing organisation Sovrybflot (49%) was entered into at the end of 1978.[41]
In 1978 River Shingle & Sand (1935) Ltd, a supplier of aggregate, and Vibrapac Masonry (Wellington) Ltd, concrete masonry and precast concrete products, were acquired with a view to using Firth as a vehicle to expand this business area.
In April, 1979 JC Fletcher advised the Board of his intention to retire as managing director as from December 31, 1979. The Board appointed HA Fletcher as managing director-designate. JC Fletcher would continue to hold office as Chairman of the Board of Directors.
In late 1978, the cross-shareholding with Australian Newsprint Mills Holdings Ltd in Tasman Pulp & Paper was eliminated, resulting in an increase in the Group's share of the ordinary capital from 36.5% to 46.2%.
In January 1979, the remaining 65% of the shares of Firth Industries were purchased. This company operated primarily in concrete, precast concrete tanks and the quarrying of rock aggregates, lime and natural stone. Much of its business was directed to the residential building field, principally serving a large rural community (Waikato, Bay of Plenty and Taranaki). In acquiring Firth Industries, 60% interests in two successful bitumen-based road construction companies, Reliable Roads Ltd and Waikato Bitumen Ltd were also secured. These units broadened the Group's civil engineering operations and from April 1, 1979 were managed by Fletcher Construction.
In 1979 the Group's 50% interest in Auckland Intercontinental Properties Ltd was sold and a 40% interest in Ellis & Burnand was purchased in November.[47]
Also in November of that year, Tasman Pulp & Paper Company Ltd became a subsidiary of Fletcher Holdings, with ownership increasing from 46.2% to 56.5%.
In 1979 the establishment of a concrete and aggregates business area was completed with partitioning of Certified Concrete and the acquisition of the remaining 55% of Stresscrete. A new company, Fletcher Concrete, was established as the vehicle for the integration of the operating units of Certified Concrete, Stresscrete and Firth (readymix concrete).
As a result of the sale of the ordinary shares held by CSR Ltd, MG King and AV Shaw resigned as directors on January 1, 1980 marking the end of the appointments of CSR nominated directors to the Board of Fletcher Holdings. Fletcher Holdings became 99% New Zealand owned (previously 78%). Following changes to the Articles of Association, four new directors were appointed by the Board with effect from 7 February 1980. The were AB Downey, JR Fletcher, DG Sadler and JG Smith. Together with the managing director, HA Fletcher, they made up the Executive Office which would be the corporate management team of the Group.
In February 1980, Fletcher Holdings acquired 100% of Felvins.
A forestry joint venture, Hikurangi Forest Farms, was established with BP New Zealand on the East Coast of the North Island and the Fletcher Holdings farm forestry property, Wairangi Station, was transferred to the joint venture.
Sir James Fletcher retired as managing director after 37 years and was succeeded by HA Fletcher.
The Boards of Fletcher Holdings, Challenge Corporation Ltd and Tasman Pulp & Paper Company Ltd decided to merge their interests and form one group, to be known as Fletcher Challenge Ltd. The new company was incorporated in January 1981, although Tasman Pulp & Paper continued to operate as a separate entity.
References
[1] Minutes of directors meeting (0287) 23.6.41 [2] FHL annual report 1941 [3] FHL annual report 1942 [4] Last liste d as separate entity in FHL annual report 1952 cf minutes 7.9. 48 when agreed to liquidate [5] Minutes of Board meeting FHL November 1949; National Archives [6] Minutes of directors meeting FHL 3.2.54 [7] FHL annual report 1957 [8] Minutes of directors meeting 30.5.61 [9] FHL annual report 1962 [10] FH L annual report 1963 [11] FHL annual report 1963 [12] Minutes of directors meeting 24.7.63 [13] Minutes of directors meeting 16.8.63 [14] Minutes of directors meeting 10.9.63 [15] Memo from JC Fletcher to all directors 29.03.67 [16] Minutes of directors meeting 4.2.48 [17] Minutes of directors meeting 8.3.60 [18] Minutes of directors meeting 9.6.61 and CSR lett er in minutes 18.7.61 [19] Minutes of directors meeting 3.9.61 [20] Memo 0667/1/4 [21] 0413/1/1 [22] Minutes of directors meeting 26.7.67 [23] Minutes of directors meeting 30.1.68 [2 4] Minutes of directors meeting 27.2.68 [25] Minutes of directo rs meeting 30.4.68 [26] Minutes of directors meeting 25.11.69 a nd 0413/3 [27] Minutes of directors meeting 25.2.69 [28] Minute s of directors meeting April-June 1969 [29] Minutes of executi ve committee meetings (0445/1) 23.10.70 and memo from JC Fletcher, 22 Oct in directors minutes (0287) [30] Annual report 1973 [31] Minutes of directors meeting 30.11.71 [32] Minutes of directors meeting 29.8.72 [33] Minutes of directo rs meeting 31.10.72 [34] Annual report 1973 [35] Minutes of directors meeting 6.6.74 [36] Confidential Newsletter 7/2/63 (0145/1) [37] Certificate of incorporation (0988/6) [38] Minutes of directors meeting 7.4.77 [39] Minutes of directors meeting 6.10.77 [40] Minutes of directors meeting 7.12.77 [41] Minut es of directors meeting 5.10.78 [42] Annual report 1978 [43] Annual report 1975 [44] Agreement (0988/14) [45] Annual report 1975 [46] Annual report 1976 [47] Annual report 1980 [48] Annual report 1974
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