ASX, WA News, Opes and bad directors


February 2, 2010

Dear Mayne Reporters,

it's all happening folks. We've just posted this video pulling together the Opes Prime and Victorian pokies drama.

There was also this hard-hitting opinion piece in The Sunday Age getting stuck into Victoria's pokies industry and at 5pm tonight I'll be on the 774 ABC Melbourne 2020 debate for an hour looking at Australia's place in a globalised world. Truth be known, I applied to be part of the real deal but was one of the 7000 failed applicants. Oh well.

In today's Mayne Report we've got four strong stories covering Chris Murphy's aggressive Opes Prime media strategy, the $100 million ASX National Guarantee Fund that won't be available for Opes victims, the Korn Ferry recommendations in the WA News proxy fight and the failed finance director who has joined the Just Group board.

Click through for the full edition to soak it all up.

Do ya best, Stephen Mayne

* The Mayne Report is a multi-media governance website published by Stephen Mayne with occasional email editions. To unsubscribe from the emails click here.

Korn Ferry backs Abery and Seares

Executive recruiter Korn Ferry has backed Peter Abery and Margaret Seares for the board of WA News and the Seven Network has pledged to vote for them at the EGM in Perth on April 23. Seven's statement was released at 12.21pm this afternoon.

Interestingly, Seven remains silent on the vital question about who would be the chairman and they haven't said whether they'll be voting against the other outside candidates, or just abstaining.

Abery and Seares are both believed to have given undertakings to institutional investors and proxy advisers that WA News should have an independent chairman.

Given that Stokes has promised to allow institutions to vote on the two additional directors that will be appointed before the October AGM, the Perth billionaire probably will finish up with an independent chairman and just two spots out of seven at best.

Interestingly, Seven is telling reporters that the additional two candidates won't come from the existing field. This is not a good move because Steve Harris would be the obvious choice. His campaign this time has been hindered by a European holiday and the failure to back him means the WAN board won't have anyone with direct editorial experience no matter which camp wins the proxy battle.

The game is really hotting up after both parties hit the mail box this morning. WA News sent out a reminder proxy form, just in case shareholders were confused about Seven's yellow proxy form asking that Kerry Stokes personally be appointed, plus a letter pointing out that the Australian Shareholders' Association and proxy adviser CGI Glass Lewis were both recommending the incumbents.

WAN probably should have also pointed out that Risk Metrics, the other proxy advisory firm, recommended the incuments, but also a second protest option of dumping chairman Peter Mansell and replacing him with Peter Abery, the former Vodafone CEO in Australia who is the standout candidate.

Institutions are still considered likely to roll Stokes on April 23 after he made the key mistake of not putting up a full slate of directors when trying to sack all the incumbent NEDs. The instos and their proxy advisers just wouldn't cop the instability of a completely new board with unknown cohesiveness given that the incumbents have delivered financially over the longer term.

ASX National Guarantee Fund can dodge Opes liability

The ASX has more than $100 million sitting in its National Guarantee Fund that Opes Prime creditors would love to get their hands on and after The AFR's extraordinary revelations this morning about regulatory slackness, the case looks strong.

However, it appears the ASX might have a nice little loophole to protect its guarantee fund because the fine print apparently stipulates that payouts are only granted when there are trading blunders or defaults. Because Opes Prime is all about stock lending and loans, it fails to qualify.

If the guarantee fund doesn't come through, then stand by for the ASX to be directly sued itself. I predicted as much on Crikey today and Michael West also came out all guns blazing on the Fairfax websites after reading The AFR.

Whilst the Rudd Government is now highly likely to strip ASX of its regulatory powers, you have to ask yourself why Labor supported such a conflict of interest when the Howard Government passed laws to facilitate its demutualisation in 1997.

Could it be because Labor favourite Michael Costello, a former chief of staff to Kim Beazley, was appointed deputy CEO of the ASX throughout this period to ensure bipartisan support.

Even after ASX shares have almost halved this year, the original 626 stockbroker members of the ASX have still made more than 100-fold returns on their $25,000 membership.

The Mayne Report Rich List will be populated with plenty of these characters by the time we've finished and today we've added the current chairman and CEO as follows:

Maurice Newman: out-going chairman of the ASX who is thought to be worth close to $20 million and whose son was a major shareholder in one of Opes Prime's predecessor bodies.

Rob Elstone: the CEO of the ASX who made his fortune when SFE Corp was taken over and institutions insisted he run the whole show, rather than Tony D'Aloisio who was punted from the ASX and now heads up ASIC.

Check out all the Mayne Report business lists here.

Chris Murphy's shoot-the-messenger strategy

Chris Murphy continues to blame everyone but himself for the Opes Prime fiasco. My little exchange with the Sydney lawyer can be seen here, but he also let fly in the comments section after this Adam Schwab article in Crikey on Friday.

Alan Kohler also wrote the following on Business Spectator on April 2: "Opes's most famous client, Sydney lawyer Chris Murphy, rang us yesterday to declare that he had nothing to do with the British Virgin Islands and had never even been there."

Then we had the following from the Fairfax press yesterday: "Mr Murphy contacted The Sunday Age to correct a report that two Opes Prime trading accounts he held - one through his private company Cardiac Jolt and another through the company Sarah Brown, which he co-owned with Opes Prime chief executive Laurie Emini - should have been the subject of a margin call as early as July last year."

Amid all these clarifications, when is Murphy going to explain his commercial relationships with the very same Opes directors who were not margin calling him?

Murphy is yet to correct any of the numerous reports which claim he has lost $100 million in Opes. The truth of the matter is that portfolios Murphy controlled or was associated with have left Opes with debts that exceed equity by more than $100 million.

If Murphy's trading hadn't been so bad, the whole disaster might have been avoided. Murphy is inextricably tied up with the Opes directors and should stop sounding off at media that mention his name and start explaining what happened.

Failed CFO Bronwyn Constance joins Just board

Brownyn Constance was the finance director of Pasminco when it went under in 2001 after making a series of disastrous hedging decisions.
As things turned out, she was barely on speaking terms with her CEO as the ship went down, which is not exactly what you want at a major public company.

However, Constance somehow recovered to be subsequently appointed finance director of Austrim Nylex, but the performance at that company was woeful as well.

Fast forward to April 2008 and Bronwyn has just been appointed a non-executive director of Just Group as it fends off Solly Lew's hostile $900 million takeover bid.

This sort of thing just confirms the lack of accountability in corporate Australia. The Pasminco collapse should have ended Constance's public company career. Instead, she landed another executive post and is now embarking on a non-executive career.