LEIGHTON Holdings' major shareholder has denied it had anything to do with the shake-up of the construction giant's board.
Leighton chairman Stephen Johns and non-executive directors Wayne Osborn and Ian Macfarlane, a former Reserve Bank of Australia (RBA) governor, have tendered their resignations following what the company said was a breakdown in relations with German construction company Hochtief, which owns a 40 per cent stake in Leighton.
But in a letter to the Leighton board before a board meeting later on Sunday, Hochtief has denied it influenced the resignations.
"We are disappointed by the resignation as we do not consider that Hochtief has done anything to undermine the independence of the Leighton Board or threatened any such action," the company said.
Hochtief, which is majority owned by Spanish Group ACS, has two representatives on what was the company's 10-person board.
Mr Johns said in his letter of resignation that one of the Hochtief representatives on the board and the German construction giant's chief executive, Marcelino Fernandez Verdes, had interfered in the appointment of a new director.
But Hochtief said Mr Fernandez Verdes was merely exercising his right to participate in the selection and appointment process.
"Mr Fernandez Verdes suggested that the board would benefit from the addition of a new director with a different set of skills to that offered by the proposed candidate," he said.
Hochtief also said the reasons behind its lack of support for Mr John's re-election were explained to other directors.
"Neither of these matters relate to any attempt by Hochtief to undermine the independence of the board," the company said.
Hochtief has reaffirmed its commitment to the independence agreement with Leighton and said it was "greatly concerned " with a proposal from the independent directors to replace the governance protocols.
"This was contained in their letter to the Mr Fernandez Verdes and, if implemented, would have effect of excluding Hochtief from any material role in the nomination of any future independent director," the statement said.
A board meeting is scheduled for 6pm AEDT when an interim chairman is expected to be appointed.
After a board meeting on Sunday night, a company spokesman said the new Chairman was Bob Humphris. He has been a director of the construction giant since September 2004.
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