The biggest votes against directors


April 21, 2009

Incumbent directors in Australia typically receive around 99% of votes when they are up for re-election. We've trawled through the records and found the endorsed directors who have received less than 90%. They are ranked in order of worst primary vote but we open with the two chaps who quit the day before the AGM rather than face defeat.

Incumbent Directors Receiving Less Than 90%

Peter Kerr - Tattersall's 2005
Quit the board two days before the AGM when facing certain defeat - see results here.

Institutional shareholders embraced two outside candidates, Mike Vertigan and Julien Playoust, and were outraged that a couple of the incumbent directors were suing for a $100 millon payout when the gaming giant was still a private trust.

John Cassidy - Hills Motorway 2004
Quit the board three days before the AGM when facing certain defeat but the company came up with these laughable excuses.

Institutions felt he wasn't independent given his role as a former managing director of construction company Abigroup.

John Ducker - Aristocrat 2004
As ABC radio's PM program reported, the former Labor strongman and company chairman didn't turn up at the AGM when he received just 2.7 million votes in favour and a massive 130 million against. Check out the results here, but remember that the rest of the directors has disowned Ducker by then, recommending a vote against.

Solly Lew - Coles Myer 2002
Primary Vote: For 45% and 55% against
Final Vote: For 38% and 62% against
NB - Lew did not bother to vote his considerable number of proxies.
See ASX voting results here.

This was the classic Boardroom showdown which Lew lost quite badly (institutions thought 18 years was long enough and generally backed the Wallis faction), notwithstanding his extensive efforts to increase his shareholdings and 'rent' shares in the lead up to the AGM.

Mark Leibler - Coles Myer 2002
Primary Vote: For 49.7% and 50.3% against
Final Vote: For 52.0% and 48.0% against
See ASX voting results here.

Leibler was a supporter of Lew and received quite a shareholder backlash. Only chairman Rick Allert's acceptance of Lew's proxies, after the polls had officially closed, ensured Leibler stumbled over the line. See the special ASX announcement regarding this decision here.

David Ryan - Transurban 2008
Primary Vote: For 61.2% and 42.8% against
Final Vote: For 66% and 34% against
See ASX voting results here.

Maurice James - Patrick Corporation 2005
Primary Vote: For 64.56% and 35.44% against
Passed on a show of hands so no poll

This reflected a backlash from institutional shareholders, encouraged by proxy advisor ISS, against excessive numbers of executive directors on boards.

David Cooper - Australia Growth Properties 2003
Primary Vote: For 64.9% and 35.1% against
Final Vote: For 62.5% and 37.5% against
See ASX voting results here.

Guiness Peat related dissident shareholders ran a campaign against Cooper (and also McGeogh below) in the light of poor company performance and questionable management agreement practices. Only the support of 50.1% majority shareholder Trans-Tasman Properties prevented Cooper and McGeogh being booted from the board. Excluding TTP's 151m shares, over 90% of minority shareholders voted against Cooper.

David Asimus - BHP 1998
Primary Vote: For 69.5% and 30.5% against
Final Vote: For 87.0% and 13.0% against
See ASX voting results here.

Asimus appears to have borne the brunt of shareholder and institutional anger over various problems BHP was experiencing in 1998, namely the infamous $3.2 billion acquisition of Magma Copper. The controversy claimed the scalp of chairman Jerry Ellis who announced his resignation (sending BHP's share price soaring 48c).

Rod McGeogh - Australia Growth Properties 2003
Primary Vote: For 70.9% and 29.1% against
Final Vote: For 68.3% and 31.7% against
See ASX voting results here.

See David Cooper above on this list. Excluding TTP's 151m shares, over 75% of minority shareholders voted against McGeogh who would have been booted if not for the majority shareholder support.

David Ryan - Lend Lease 2008
Proxies: 181.4m in favour and 70.9m against
28% protest vote because of his record as chairman of ABC Learning audit committee.
See ASX voting results

Barry Cusack - McMahon Holdings 2008
Proxies: 223.5m for and 81.4m against (26.6%)
see results
Institutions targeted him after the outrage of Owen Hegarty's $8.4m payout at Oz Minerals.

Dick Warburton - David Jones 2002
Primary Vote: For 75% and 25% against
Final Vote: For 75% and 25% against
See ASX voting results here.

Warburton faced an onslaught from the ASA and other shareholders concerned at his performance and other extensive director duties.

Geoffrey Counsins - Telstra AGM 2006
Primary Vote: For 12.2% and against 87.8%
Final Vote: For 81.5% and 21.5% against
See ASX voting results here.

Lord Killearn - AMP 2003
Primary Vote: For 80% and 20% against
Final Vote: For 81% and 19% against
See ASX voting results here.

UK-based director who (together with Grellman) was one of the directors who presided over AMP's multi-billion UK disaster.

Richard Grellman - AMP 2003
Primary Vote: For 81% and 19% against
Final Vote: For 82% and 18% against
See ASX voting results here.

Chairman of AMP's atrocious audit committee that oversaw billions of dollars of losses in UK disaster and several huge surprise writedowns.

James Strong - IAG 2008
Proxies: For 80.66%, against 19.34%
Poll result: For 81.58%, against 18.42%
See voting results here.
Shareholders were upset that IAG refused to engage with QBE's takeover initiative, plus the long-term poor performance

Stan Wallis - 2002 AMP
Primary Vote: For 87.7% and 12.3% against
Final Vote: Not available.
See ASX voting results here.

One of Australia's busiest chairmen and also held accountable for AMP's poor performance and the excessive multi-million dollar fees paid out to failed chief executives.

Geoffrey Cousins - NRMA 2002
Primary Vote: For 88% and 12% against
Final Vote: For 89% and 11% against
See ASX voting results here.

Probably because the Whitlam-influenced mutual voted against him.

Marcia Griffin - PMP 2001
Primary Vote: For 89.49% and 10.51% against
Final Vote 89.17% and against 10.82%
See ASX voting results here.

Rowan Ross - NRMA 2002
Primary Vote: For 89% and 11% against
Final Vote: For 90% and 10% against
See ASX voting results here.

Again probably because the Whitlam-influenced mutual voted against him.

Nick Whitlam - NRMA Insurance 2000
Primary Vote: For 89% and 11% against
Final Vote: Not available.

A significant backlash against arrogant director Whitlam. See Crikey's analysis (including details of Stephen Mayne's tilt) here.

Aatos Erkko - News Corp 2002
Primary Vote: For 89% and 11% against
Final Vote: Not available.
See ASX voting results here.

The cancer-stricken director from Finland had a poor attendance record which attracted a no vote recommendation from proxy advisor Corporate Governance International.

Don Morris - PMP 2001
Primary Vote: For 89.99% and 10.01% against
Final Vote: For 90.4% and 9.6% against
See ASX voting results here.

Nick Greiner - Coles Myer 1996
Primary Vote: For 89-92% and 8-11% against (approx)
Final Vote: ASX records not available.

Greiner had 129m proxies voted against him by the Myer family who owned 8% of the retailer and who did not appreciate Greiner's handling of relationships between the Board and large shareholders. Exact voting records are not available but it is likely this pushed the former NSW premier below 90%. Considering the protest vote against Solly Lew over Yannon at the same AGM was only 89m votes, this was a big blow to Greiner. The Australian reported that when asked if he was chastened by the size of the negative vote he attracted, Greiner said: "Your humour is obviously undiminished at this hour of the afternoon."

# The primary vote refers to the active proxy votes (ie for or against) cast by shareholders. It does not take into account open or undirected proxies or abstentions.


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