AF Legal Group Limited has appointed Justin Dowd as a non-executive director and chair of the board, the listed family law firm told the Australian Securities Exchange on the first of October. His appointment took effect a little over a fortnight later.
Dowd replaces Rick Dennis, who resigned as a non-executive director and chair citing personal circumstances, with the change taking effect on the same day. Dowd stands for election by shareholders at the company's annual general meeting next month.
The board has stated that it does not currently regard Dowd as an independent director, because he was a part time employee of the group whose employment ended on his appointment to the chair. That is a disclosure the company made in its own notice of meeting rather than a point raised by others, and it is the kind of detail that matters to institutional holders of a small listed professional services business.
Dowd is one of the better known family law practitioners in Australia. He was a founding partner of Watts McCray Lawyers, served as president of the Law Society of New South Wales, sat as a director of the Law Council of Australia, and has been an accredited specialist in family law since the mid 1990s. He has been a convenor of the Australasian Family Lawyers Conference for more than fifteen years and is a member of the International Academy of Family Lawyers.
The appointment places a practitioner rather than a career non-executive at the head of the board. AF Legal Group is a consolidator of family law practices, and its commercial problem is the one every roll up of a professional service faces, which is that the asset walks out of the building each evening. A chair who has built and run a family law partnership, and who has held office in the profession's own governing bodies, brings a reading of that problem that a generalist director would have to acquire.
The transition also tidies the board's relationship with its own operations. Dowd's executive involvement ended as he took the chair, which separates the role from the day to day running of the practices even though it leaves the independence question on the record. Shareholders will have their say at the annual general meeting.
The company trades on the Australian Securities Exchange as a small capitalisation business, which makes board composition a more visible matter for its shareholders than it would be at a larger issuer. A chair who is not classified as independent sits awkwardly with the corporate governance principles the exchange applies, and boards in that position are ordinarily expected to explain the reasoning and to say how the balance will be restored over time. The notice of meeting is where shareholders will look for that explanation, and the annual general meeting is where they will register a view on it.
