February 2, 2010
Dear Mayne Reporters,
The third edition for this week includes the following stories:
* Full account of Collingwood AGM, including Eddie's big attack on us;
* NAB director survives ASA attack unscathed;
* The sad roll call of shareholder resolutions at Australian AGMs;
* Where was the protest against ANZ chairman Charlie Goode?;
* The Robert Reeves campaign for an ANZ board seat;
* Qantas-BA delusions dead from the start; and
* BHP transcript, but Channel Seven won't play ball
* A summary of the year on ABC Midday news
Click below to read all the detail in one of our liveliest editions and have a great weekend.
* The Mayne Report is a multi-media governance website published by Stephen Mayne with occasional email editions. To unsubscribe from the emails click here.
Eddie McGuire has always been one of those blokes who goes flat out. Unfortunately, he tends to over-egg the rhetoric and Wednesday night's performance at the Collingwood AGM was a classic example.
Not since listening to former Oxiana Resources CEO Owen Hegarty with his "stronger forever" delusions, have I heard someone present to an AGM with such biblical fervour.
And Eddie really is a take-no-prisoners kinda guy. After producing a little scene-setter story for Crikey on Wednesday afternoon, Eddie over-reacted in a major way.
Despite the fact that there were no votes of any consequence - especially seeing as directors Sally Capp and Ian McMullin were returned unopposed - Eddie required all Collingwood members attending the AGM to show their membership cards, plus produce separate photo ID.
Okay, this was arguably a reasonable reaction to our efforts at the 2001 AGM, but then Paul Bendat from www.pokieact.org and I were still able to just walk in on Wednesday and say we were "media", with no one even checking.
Whilst members were told they were not able to video record proceedings, there were no such messages on audio, so we taped the whole two and half hour meeting and have packaged up the edited highlights of Eddie's ravings. Check it out to hear Eddie sledging other clubs, attacking the media, pleading for support, plugging sponsors and generally going over the top.
After more than 90 minutes of presentations, videos and speeches, we finally got to questions and Eddie opened up with this extraordinary attack on yours truly.
The words were as follows:
Eddie McGuire: I saw earlier on that apparently Stephen Mayne of Crikey was handing out leaflets down the front. I will make it very clear that unless you're a Collingwood member, don't even try to get up to the microphone tonight. He did that once before, he lied to us, he tried to humiliate our club, we won't cop that tonight from anyone.
Consider what actually happened in 2001. Neal Woolrich got up and politely asked Eddie four questions about his conflicts of interest, the Collingwood director turned jail bird Brad Cooper, sponsorship deals and the like.Spo
Okay, he gave a fake name and membership number, but Neal's questions added substantially to the debate on the night. Indeed, they were probably the best series of questions Eddie has ever been asked at an AGM. So how does giving a fake name to improve public debate compare with Eddie's effort last Wednesday night when he basically exhorted Collingwood members to perform click fraud on Telstra. Have a listen to the audio. The transcript reads as follows:
Eddie McGuire: The other thing I ask is for you to do me a favour, is to click onto the website, click on few pages, even if you reckon it is no good, because we get money by the click. So you can sit there looking out the window, just click away, click away, keep going, click on, click on, click on, pages watched, all that, click it away, maybe getting RSI from putting it on.
In the end it was a real shame that neither Paul Bendat or I got to the microphone because the meeting was just crying out for someone to tell the board to get right out of the pokies business altogether.
Indeed, read Paul Bendat's blog on www.pokieact.org explaining our agenda and check out our flyer which hit the mark by unnerving Eddie, although we only printed off 33.
Eddie wasn't put under quite the pressure that the Herald Sun was predicting over that $8 million pokies loss on the Beach Hotel and the Diamond Creek Tavern, but there was still some very interesting exchanges as follows:
CEO Gary Pert explains the $8m pokies loss
Eddie's defence of the pubs debacle
Members criticise pubs blunder
However, now that the pokies business is so notorious at Collingwood, it shouldn't be too hard to convince the board to get out altogether, rather than hiring Woolworths and Bruce Mathieson to run their remaining club facilities which generated a $750,000 profit in 2007-08.
If Collingwood doesn't do the right thing by Grand Final day next year, I've heard rumours that a slate of directors will be running at next year's AGM on that very platform.
Paul Rizzo is a banking journeyman who was first tipped for big things when he rose through the ranks at ANZ in the 1980s. However, in one of the most poorly timed executive moves, he went across to be CEO of State Bank of Victoria just before it collapsed and was sold to the Commonwealth Bank in 1990.
Rizzo survived for a few years at CBA before later moving to Telstra where he was finance director. After Telstra, he began a non-executive career and joined the National Australia Bank board as part of the new broom following the $360 million forex scandal in 2003.
Fast forward five years and Rizzo was targeted by the Australian Shareholders' Association which put up a resolution to have him removed at yesterday's NAB AGM because he was chairman of the board's risk committee when this $1 billion CDO loss emerged.
Alas, the ASA struggled to improve on Australia's dismal record in supporting non-board resolutions because the proposal to remove Rizzo received only 56.2 million votes in favour and a hefty 770.2 million against, making it one of the most unpopular shareholder resolutions in history.
The major proxy advisers did not support Rizzo's removal and even former Federal Labor Minister Chris Schacht made the point yesterday that it was a bit unfair to single out one director when the whole board was surely culpable.
Whilst the ASA's John Curry spoke eloquently in favour or turfing Rizzo, the man himself remained mute as chairman Michael Chaney dominated the debate. Incoming CEO Cameron Clyne briefly introduced himself to shareholders but surely a director targeted for removal should be allowed to defend himself at an AGM.
There are three ways that shareholders can bring on votes at Australian public companies.
Gather 100 signatures or 5% of the stock and you can call an extraordinary general meeting to deal with a specific resolution, the removal of directors and the appointment of new directors. This is very rare in Australia.
The tactic I prefer is simply nominating for the board at the AGM because it usually only requires a signatures from one shareholder. The other tactic is gathering 100 signatures or 5% of the stock to propose the removal of a director or another resolution at the AGM. This is far cheaper for a company than calling an EGM because the AGM will happen anyway.
This final option was deployed as a tactic by the Australian Shareholders' Association at NAB's AGM yesterday and you can see where it ranks in terms of percentage votes in favour from the following list of shareholder resolutions put up at AGMs over the years:
NAB, 2004: ASA resolution calling for Geoff Tomlinson to be sacked: 39.7%
ComBank, 2002: Wilderness Society on logging: 23%
NAB, 2002: Wilderness Society proposing constitution change to ban old growth logging: 21%
Rio Tinto, 2000: Two union resolutions over labour standards and independent directors: 17% and 20%
Boral, 2003: Green resolutions got 11.2%, plus six from TWU on board pay (4.3%) to safety targets (18.8%)
Bluescope Steel, 2004: Five Australian Workers Union resolutions on pay and board issues: 11-13%
ComBank, 2004: Finance Sector Union resolution on restructuring: 11.8%
Boral, 1999: Green resolution on logging: 6.4%
NAB, 2008: ASA resolution proposing removal of director Paul Rizzo: 4.22%
The Rudd Government has now been in office for more than a year and we're all still waiting for them to do their first meaningful reform to boost shareholder rights. Making it easier for shareholders to put up resolutions would be a start, but so far it has been all too hard for corporate governance minister Nick Sherry.
As the above list demonstrates, there has hardly been a deluge of shareholder resolutions, let alone any success. The Americans allows anyone who has held more than $US2000 worth of shares for 12 months to put up a resolution, which explains how I was able to propose an end to Rupert Murdoch's News Corp gerrymander at last year's AGM in New York. Check out this package explaining how 60% of the independent shareholders backed the proposal.
After all the chaos of Opes Prime and increased bad debt write-offs, it was really disappointing to see ANZ chairman Charles Goode returned with more than 94% in favour yesterday. So much for this promised protest vote against the guy who has been a director since 1991 and was given an exemption from the 15-year tenure limit introduced a few years ago.
Charlie has botched ANZ's succession plan such that the next chairman, Sir Rod Eddington, still isn't even on the board yet. Sir Rod is expected to face a much bigger protest than the 55 million shares that were voted against Charlie yesterday. Check out the results here.
The biggest protest votes against incumbent directors this AGM season were as follows:
Barbara Ward: Qantas, 42% against
David Ryan: Transurban, 34% against
David Ryan: Lend Lease, 29% against
Barry Cusack: McMahon Holdings, 26.6% against
James Strong: IAG, 18% against
* Go here for the full list of big director protests over the years.
The other interesting aspect of ANZ's AGM yesterday was the tilt by former bank consultant Robert Reeves, who used to be deputy secretary of the Victorian Treasury back in the days when I was a spindoctor for Victorian Treasurer Alan Stockdale.
Reeves flew up to Brisbane early yesterday but only managed 47 million votes in favour and 694.4 million against. However, this 6.4% result was an improvement on the 5.2% last year and also doesn't reflect the fact that a whopping 185 million shares were abstained, which is another form of protest.
Having been appallingly treated by the bank over a whistleblower matter, Reeves ran on an ethical platform and received many calls from disgruntled Opes Prime investors before the meeting. Interestingly, ANZ announced in September that all employees are being retrained in the ANZ's Code of Conduct and Ethics.
The lack of understanding by the ANZ Board and executives was one key point Reeves raised at last year's AGM in Perth. Go here for Robert's analysis after last year's AGM.
Obviously the Opes Prime fiasco brought to light Robert's concerns and ANZ have embarked upon a remedial program to retrain their staff. See the Corporate Responsibility Report for details.
What was also interesting is that long-standing CFO Peter Marriott has been made Chair of a new ANZ Corporate Responsibility Council.
This is the same guy who Reeves wrote to in March 2007 pointing out problems in the handling of his now settled issue. Rather than pursuing the issues raised by a very experienced financial markets player, Marriott wrote the following in an email to Reeves: “I have not carried out any investigation as I have confidence in the professionalism of Tim and Shane”.
Now what is interesting is that the new Code of Conduct and Ethics requires “all breaches of the Code of Conduct and Ethics are required to be recorded and reported in line with ANZ's policies and procedures.”
When Marriott was provided with documentation suggesting his senior colleagues breached the Code of Conduct, he merely relied upon having confidence in their “professionalism”. Let's hope Peter has learnt something about how whistleblower issues and processes are handled now that he is the Chair of the ANZ Corporate Responsibility Council.
We're working hard to get transcripts from the more than 300 AGMs we've asked questions at over the years and were pleased when BHP-Billiton came through with the goods this week. Chairman Don Argus is extremely combative so it was interesting to read what unfolded during the five visits to the microphone.
Our full list of transcripts received so far is here, but it's nowhere near matching up to the full attendance list, so if you're a company secretary or investor relations person in possession of a transcript that we haven't got yet, why not drop it through to firstname.lastname@example.org and we'll happily give you a free subscription.
The cowboys at Seven Network are still being amazingly unco-operative as per this Crikey story after the AGM, so they've been told that no transcript will lead to a board tilt at next year's AGM. Surely even Kerry Stokes would realise that simply providing a record of an AGM isn't too much to sacrifice to avoid the first contested election in the history of Channel Seven.
If ever there was a deal that was never going to get off the ground it was the Qantas-BA "merger of equals", so it was sensible for both parties to formally end discussions yesterday.
The Rudd Labor Government was simply never going to wear it, regardless of whether the head office was in Australia along with the chairman.
The Qantas Sale Act says that Qantas must be majority Australian-owned and this deal would have dragged it down below 30%. End of story.
We could have saved a lot of newsprint, hot air and advisory fees if Geoff Dixon and his empire-building mates had realised that from the outset.
This was a perspective I put out there on radio and television ever since the deal was first mooted.
It's been a busy week for media appearances as follows:
Thursday: Watch video of live interview on ABC TV midday news including debate with The Australian's Peter Switzer.
Wednesday: Listen to interview on 936 ABC Hobart about world's biggest pyramid fraud scam.
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