Gunns, Bondy, Four Pillars, dodgy accounting, Rich List and record traffic figures


June 15, 2009

Dear Mayne Reporters,

in tonight's edition we've got six lively stories, including details of a new anti-pokies website which lays bare the blatant lies that Woolworths CEO Michael Luscombe told about responsible gaming policies at last year's AGM.

There's a discussion about the Gunns campaign, Alan Bond's financiers and why Wayne Swan's Four Pillars declaration falls short when we really need to get the big banks out of funds management to improve Australian corporate governance.

Interest in the Rich List is soaring such that we had record visits and page views in May and we've got another 10 interesting additions that have largely come from reader tips.

The AGM mini-season formally finished on Friday but we've got some of the audio from Austar which highlights what a complete joke Australia's accounting laws are when you contrast the pay-TV company with what happens at Macquarie Airports.

Finally, we're in debt to BHP-Billiton for providing transcripts of past AGMs as we plough ahead with this book project. Click through for the full edition to enjoy our all-time favourite engagement with BHP chairman Don "Don't Argue" Argus.

Do ya best, Stephen Mayne

Can Australia come of age with governance campaigning?

The Wilderness Society had a major win in lobbying ANZ to walk away from its long-term role as lead banker to Gunns, but this doesn't mean the $2 billion Tamar Valley pulp mill is dead.

In a truly globalised world, there are literally hundreds of financiers who could step up for Gunns. For instance, no-one in Australia would touch Andrew “Twiggy” Forrest after the Anaconda Nickel fiasco so he went to New York and got backing from little-known investors such as Leucadia National Corporation and Harbinger, which are together now enjoying paper profits of more than $7 billion.

Get-Up has today run full page advertisements in newspapers attempting to scare other potential pulp mill financiers away, but in a globalised world that is not an easy thing to do. There is talk that Macquarie Bank will step up, possibly by under-writing a Gunns equity raising and, of course, there is still Australia's biggest construction company Leighton which has the contract to build the mill.

Having a bad name doesn't stop you from getting finance. After all, who would have thought anyone would bank Australia's most notorious corporate crook, Alan Bond? It turns out that Credit Suisse lent his Madagascar Oil play $85 million in March this year.

It is hard to imagine the Australian Shareholders' Association mustering its members to rally at the Credit Suisse Australian headquarters on level 41 of 101 Collins Street in Melbourne.

However, there was an opportunity to bag Joe Raby, the “chairman emeritus” of Credit Suisse, on Friday because he is a Babcock & Brown director who was beamed in by satellite from New York to the AGM. Acting Babcock chair Elizabeth Nosworthy responded with one of the most dismissive slapdowns I've ever copped at an AGM, but at least Chairman Joe got the message and Bondy got a public serve.

Here's hoping Bondy doesn't sue in the same way he pursued Paul Barry for his News Ltd stories last year, by using the Trade Practices Act.

Bond's initial case was thrown out of court on the basis that he had no reasonable chance of success, but he then won leave to appeal to the Full Bench of the Federal Court. That was heard two weeks ago, and the judges have reserved their decision. A result is expected shortly, but even if he wins, all Bondy gets is the right to have his case heard.

The defeat of John Howard will usher in an era of greater corporate responsibility in Australia, so there are numerous other ethics issues that will emerge in the months ahead.

For instance, can the ALP continue to run 500 poker machines at its various Labor Clubs in Canberra when Prime Minister Rudd is on the record saying he hates them and wants to do something about the damage caused by pokies.

The same goes for Woolies, which surely can't sustain the damage caused by its dangerous 11,000 poker machines across the country. There's a new anti-pokes website, www.pokiewatch.org, which points out that Woolies CEO Michael Luscombe told a pack of porkies when answering my question on problems gamblers at last year's AGM.

Can't wait to tackle Luscombe at this year's AGM, but I reckon Woolies will be out of the pokies business by 2010 as the damage to their broader brand will be too great, especially once anti-pokies Senator Nick Xenophon gets into the chamber after July 1.

Preserving Four Pillars misses the point

Treasurer Wayne Swan has today ruled out big bank mergers by reaffirming Labor's commitment to the Four Pillars banking policy in a statement to the House of Representatives. His press release included the following:

The Four Pillars policy has endured, in one form or another, through four successive Prime Ministerships and seven successive Treasurerships over nearly two decades, and has served Australia well in that period. The strength and soundness of the Australian banking system over the past year further demonstrates the soundness of the Four Pillars policy. The Government considers that Australia is best served by a stable banking system that can continue to draw on the strength and risk management skills of four major banks, rather than a lesser number. Accordingly, whatever may be the outcome of the banking merger now under consideration, the Rudd Government sees no case for changing the Four Pillars policy which has served Australia well.

Business Spectator's Stephen Bartholomeusz has provided some insightful initial analysis. Whilst ruling out Big Bank mergers is good, it looks like the St George-Westpac merger is now more likely to go ahead and there is no mention whatseover about the huge concentration we've seen from the Big Four banks moving into the funds management industry.

The Big Four have never covered themselves in glory pushing good governance on behalf of superannuation investors, so I reckon the more important reform is getting big banks out of the funds management industry.

If the likes of NAB and ComBank were required to spin-off their MLC and Colonial arms, the arguments in favour of Big Four mergers would be a lot stronger. As it happens, we have one of the world's most concentrated financial systems because the Big Four have been allowed to dominate funds management as well.

Banks are more interested in their own loan books than looking after other people's money. Look at the way ComBank refused to refinance Centro last December even though Colonial First State had a $500 million equity exposure which has now been smashed.

The Commonwealth Bank is both our biggest lender and our biggest investor, whereas in the US, Fidelity is the biggest mutual fund with $US1.5 trillion under management and Citi is the biggest bank with total assets of $US2.2 billion as of March 31, 2008.

Rather than promising to stop further concentration, Swan should be looking at a system that unbundles our financial conglomerates which have delivered the world's most expensive banking system and a $1.2 trillion compulsory superannuation system that gets excessively milked by the for-profit providers.

The financial conglomerates are a dead hand on good corporate governance because there is too often some cross-directorship or commercial relationship which prevents the secrecy-obsessed big banks from speaking out and pushing for better practices or disclosure.

Explaining ridiculously inaccurate accounting policies

Australia's accounting laws really are a complete joke and exhibit one in sustaining that claim comes from comparing what has just been served up at the AGMs by Macquarie Airports and pay-TV company Austar.

A Macquarie-led consortium bought Sydney Airport for $5.6 billion in 2001, but now Macquarie Airports values the facility at an enterprise value of almost $12 billion on its balance sheet. These regular write-ups despite no actual asset realisations have been used to declare big paper profits and justify rising distributions to shareholders, which will hit a record 27c in 2008.

However, the market doesn't seem to agree with MAP shares falling another 6c to $2.84 today - the lowest point since December 2004 and more than 40% below the claimed net tangible asset backing of $5.08 per share. There's more on all this in the special edition after the MAP AGM.

This would all be fine and dandy but for the completely contradictory policies that prevail at Austar, which produced an audited balance sheet as at December 31, 2007, claiming to have negative equity of $267 million.

I asked the board and auditor to explain the $2 billion disparity between book assets and Austar's market capitalisation of $1.75 billion and to justify how these buy backs, dividends and capital returns were being done by an entity that supposedly wasn't worth anything.

After various parties at first tried to defend the policy, outgoing audit committee chairman Justin Gardiner, the former HIH Insurance auditor and audit committee chief, confessed that the accounting rules were "a nonsense".

We've edited the relevent Austar audio back to the following:

Justify the $267m of negative equity against the current market cap

How can we do capital returns and buy backs when our balance sheet says we have negative equity?

Surely we need some new rules here. At the very least, a board and auditor should be required to provide some sort of explanation if there is a major disparity between book assets and market value.

Companies are far more likely to take write-downs than write-ups, but in Austar's case they have written down assets such as spectrum to ridiculously low levels and really should be writing it up again now the business has completely turned around and is throwing off $200 million a year in cash.

The same goes for its stake in the XYZ networks which is in the books at just $40 million when it is clearly worth more than $500 million when you consider that Austar's overall enterprise value including debt is now more than $2.5 billion.

I've got no problems with having one set of rules which everyone sticks by, but these two examples show how companies can arbitrarily do whatever they like on accounting.

And now former KPMG signing partner for the Austar audit, Roger Amos, has joined the board as an independent director. He's hardly likely to push for a major amendment to his own audit work.

Full audio from Austar AGM

Check out last Thursday night's account of the Austar AGM and here are the other audio links from the meeting:

Why doesn't a broadcasting company broadcast its AGM on the Internet?

What's our response to Wayne Goss lobbying for free-to-air networks?

Why were so many shares voted against Liberty's new billionaire on the board?

Is the CEO going to serve full term?

Why wasn't Roger Amos regarded as independent?

Full exchange: 20 minutes and 45 seconds

From the archive: beating up on Don Argus over payouts

A few more transcripts and audio files of past AGMs have been coming through and we certainly appreciate The Big Australian's co-operation. BHP-Billiton chairman Don Argus is arguably the most combative chairman out there and this battle at the 2002 AGM is amusing to look back on.

STEPHEN MAYNE: I welcome your comments on payouts, how you don't believe that anyone should get paid for poor performance, and you don't believe anyone should have a guaranteed payout of more than twelve months, but I just think that I'd like to compare that with your record, Chairman. And there's no other Chairman in Australia who's contributed to more large payouts than you.

DON ARGUS: Stephen. Stephen, can I remind you that you're at a BHP Billiton meeting and I'd prefer you to confine it to that if you don't mind.

STEPHEN MAYNE
: Yeah, but I'm – I'm going to respond to your comments about payouts.

DON ARGUS: Okay.

STEPHEN MAYNE
: and particularly they relate, primarily, to BHP.

DON ARGUS: As long as you've got your facts right, Stephen, that's the important thing.

STEPHEN MAYNE
: All right, Chairman, when you left NAB you got $9.26 million in your final year. When John Prescott left BHP you were one of the directors, $11.17 million. When Tom Park left Southcorp you were on the board, $10 million payout. John Fletcher at Brambles, $8.65 million, you were the chairman. Paul Anderson, you were the Chairman, $18 million payout from BHP. Brian Gilbertson, depends how you measure it, about $30 million. And your final contributions were Keith Lambert, $6.2 million at Southcorp, and Sir CK Chow, $4 million at Brambles. Southcorp and Brambles have both fallen 70% since you joined their Boards and, overall, you've contributed to $97.48 million dollars in payouts to eight departed CEOs. Now, there's no other Chairman in Australia who's got a record like that.

DON ARGUS:
Stephen, can I...

STEPHEN MAYNE
: Even yesterday....

DON ARGUS:
Can I get, can I get to the question, please.

STEPHEN MAYNE
: Even yesterday, we got to the BHP Steel annual meeting and we discover that you've put Kirby Adams on a perpetual unlimited contract with a guaranteed 24-month payout, and here you are saying – this is only fifteen months ago you did that - and here you are saying you don't believe in...

DON ARGUS:
Stephen, can you get...

STEPHEN MAYNE
: payouts of more than twelve months.

DON ARGUS:
Can you get to the question and then I'll respond to your other ramblings.

STEPHEN MAYNE
: So my specific – my specific question is, I mean, your nickname is Don't Argue, and it seems to be case of "don't argue, here's $10 million" in the way you deal with CEOs. Can you please tell us what happened with Brian Gilbertson, there's been no proper explanation to shareholders. You've got – you read in the press that he wanted to bid for Rio Tinto, he wanted to move the company to London, you have never as a board or as a Chairman dealt with this issue. You can't just hid behind the old "irreconcilable differences". You have to tell shareholders what happened- - -

DON ARGUS:
Stephen, have you got a question? Have you got a...

STEPHEN MAYNE
: Yeah, mate, this is my question.

DON ARGUS: Yes.

STEPHEN MAYNE
: What happened with Brian Gilbertson? How did you fall out with him? You've never explained it, you need to give a detailed explanation to shareholders as to exactly what happened. He's got, you know, he gets a pension of $1.5 million for life. It could potentially costs the shareholders $30-$40 million and you've never said what it was that he argued about with you that caused him to be given the bullet.

DON ARGUS:
Okay, on the BHP Steel name, clearly there's a lot of value in a brand name that's been in existence for over 100-odd years and when we did the de-merger the agreement was that the steel division would have use of that name for two years, and it was to change its name at the end of the two year period. And I suppose you could say that whilst everything was going well, but when you have a mixed brand you've got to be very careful that you don't damage that brand, as the shareholders reminded me regularly over the last five years as we've endeavoured to restore value to the BHP brand, and now BHP-Billiton, then clearly you need to be very careful as to how you manage that brand. So I can't give you any better answer than that.

Payment for poor performance, well, that's clear. What happened to Brian Gilbertson, I've got nothing more to add to that. There was irreconcilable differences between Mr Gilbertson and the Board. It's very nice of you to attribute me with such power, that I can give all these payouts, Stephen, but again you're very loose with your commentary and your research. So I can't add any more to it than that. So as far as the other payouts are concerned, I suggest you take those up with the other Chairmen of the various meeting, which I'm sure you'll do. Okay, microphone two.

New Rich List entries pour in

The Mayne Report Rich List now has more than 1050 names as quite a few new contributions come in from tippers. Here are 10 of the more interesting additions:

Russell Aboud: non-executive chairman of full-service broker Ord Minnett and director of ASX. He recently swapped his stake in Ord Minnett for 10.2 million Auswealth shares. This values Russell's stake upward of $15 million, based on $1.73 a piece. Russell also owns 322,382 ASX shares, worth around $10.6 million at $33 a piece.

Derek Cowlan: a director of Aquila Resources who owns a share package worth more than $90 million.

Dr Patrick Lee: the Queenslander from Caboolture has a portfolio of property and shares well north of $10 million.

David Lipp: a radiologist by trade, he owns an extensive retail property portfolio in Melbourne.

Karl Morris: CEO of Ord Minnett, he swapped his stake in Ord Minnett for around 11.1 million Auswealth shares. This values Karl's stake at $19 million based on the current share price of $1.73 a piece.

Christopher Norman: director of Perth-based ship builder Austal, his holdings bring his share wealth to more than $80 million.

John Puttick: Brisbane-based founder and chairman of Global Banking & Securities Transactions. He has a large holding of shares that give him a share wealth north of $10 million.

Roy Tashi: has not worked for more than 20 years after selling his glass business to Pilkington for a tidy fee.

Alvin Toms: director of Straits Resources who has a share wealth above $200 million.

Ian Trahar: director of the CO2 Group and Avatar, his accumulated share wealth is racing towards $200 million.

Record Mayne Report views and visits in May

The May traffic figures are in and we're continuing to grow steadily. There are two main directories that make up the public website - a words section and a video section. Whilst these member updates are separate again, below are the latest encouraging visitor numbers for the words section.

*Unique Visits or UV are the most accurate statistics for gauging the popularity of a website.

WORDS SECTION STATS

September 2007 | 3,811 UV
This article was the most popular for the month Murdoch Campaign with 500 views for the month.

October 2007 | 3,477 UV
Again the top article for this month was the Murdoch Campaign with 397 views, but this article Top Stories was just as popular with 357 views.

November 2007 | 7,587 UV
With traffic beginning to grow, the two most popular articles for the month were Woolies tells pokies porkies with 540 views and Campaign Costello with 642.

December 2007 | 11,704 UV
The most popular articles this month were Sydney visit, HFA, Schubert, Rich List, Kwoff.com and more with 1006 unique visits and with the beginning of The Mayne Report Rich List, it was the second most popular article for the month with 882 visits.

January 2008 | 17,190 UV
The most popular articles this month were The 187 stocks we've bought in 2008 with 2,483 unique visits. This could be attributed to the downturn in the stock market and people on the search for any information about the market. Secondly was an article about the brewing troubles with ABC Learning Is trouble brewing for ABC Learning? with 550 visits and again the The Mayne Report Rich List remains a well visited article with 527 visits.

February 2008 | 22,952 UV
Three articles broke the 1000 visit mark. Number 1 was The documents behind Rupert's pay-TV piracy battle with 1960 visits. Secondly, What I've been up to lately with 1597 visits is a kind of news feed of recent activities which became instantly popular. Next was the 50 foreign-owned major resource projects with 1141 unique visits.

March 2008 | 21,340 UV
As The Mayne Report Rich List grows toward the goal of 1000 names, so does its popularity with the most visits this month with 1993. Coming in second was our news feed page What I've been up to lately which had 1886 views.

April 2008 | 24,869 UV
The Mayne Report Rich List continues to grow toward the goal of 1000 names, so does its popularity with the most visits this month with 2,456. Our news feed page What I've been up to lately had 2,177 visits and came in second most popular on the site.

May 2008 | 26,477 UV
Reaching our goal of 1000 names for The Mayne Report Rich List and with the release of the BRW rich list, our traffic this month increased once again. The most popular page was our rich list with 3,433 visits. This figure made the rich list the most popular for May and the most popular of all time. Our news feed page What I've been up to lately had nearly 2000 visits and came in second most popular on the site. This month we also reached a peak of over 500,000 hits which is also a Mayne Report record.