Nutters aplenty at BHP's cynical 2002 affair

By Stephen Mayne
January 10, 2008

Melbourne Cup Eve in 2002, November 4 to be precise, was a very strange time to convene the first BHP-Billiton AGM after the mega-merger and the nutters were out in force as the Big Australian cynically timed its big executive pay resolutions.

It was embarrassing to be an Australian at the BHP-Billiton AGM last night as the full symphony of AGM nutters got delusions of grandeur in the Melbourne Concert Hall whilst incredulous Londoners watched it unfold on the big screen from their simultaneous meeting in London.

They cut the link to London early and one politely spoken English lady asked that the meetings be held at different times next year as "the Australian shareholders tend to be a little long-winded and we've all got work to do".

It was certainly a full moon for Crazy Jack Tilburn who gratuitously screamed and shouted his way through the meeting.

It was definitely the worst attended BHP meeting in recent years and you can't help but feel it was a cynical stitch up to avoid scrutiny.

After 50 minutes of presentations, including the most complex slides I've ever seen flashed up at an AGM, chairman Don Argus declared at 8.20pm on Cup Eve that "we've got 18 items to get through and it's up to you".

Lo and behold, the three most contentious items were 16, 17 and 18 which dealt with a new incentive scheme for executives and specific deals for CEO Brian Gilbertson and chief development officer Chip Goodyear.

The meeting started at 7.30pm and Don Argus (or Don't Argue as I called him) held back the food and drinks until the meeting finished at 10.30pm.

In other words, we had to sit down on Cup Eve and listen to the usual suspects raving on at the worst attended BHP meeting in recent years as the board proposed a hugely generous new incentive scheme for executives and the $18 million to Paul Anderson was vigorously defended by Argus.

Don't Argue was well prepared with all the figures, including the key claim that BHP shares have returned 92 per cent since Paul Anderson joined as CEO.

Yes, but wasn't that after $10 billion in losses, plunging oil prices and the Asian crisis led to BHP shares halving in value.

Crikey believes that BHP shares would be 10-20 per cent higher today if the Billiton merger had not happened. BHP assets are delivering about 70 per cent of the profits and even the likes of JB Were estimated the merger involved a transfer of $5 billion in value from BHP and Billiton.

Don't Argue's defence of the Anderson payout was that it was a necessary condition of the merger. In other words, Anderson initiated a merger that destroyed value for BHP and terminated his own contract a year early with a full payout.

He then has the hide to swan around giving speeches about executive pay being out of control after pocketing the biggest ever payout for an Australian-based executive of an Australian company.

The proxy votes were quite encouraging last night although there was never any danger of the four executive pay resolutions being defeated with proxy votes in favour topping 2.3 billion.

Resolution 15 had a no vote of 227 million shares, whilst 16 was opposed by 213 million, and 17 and 18, were rejected by 337 million shares worth about $3 billion.


Crikey was accompanied to the AGM by yoursay editor and old school mate Mr G, and this is his brief take on proceedings:

By Mr G

Haven't the long-term investors of our major blue chip companies heard of the plethora of activities that are available in our great city on Cup Eve? Obviously not, as this diverse group gathered at the Concert Hall to fulfil their unhealthy appetite with these companies AGM's.

Cup Eve special was BHP and what a night it promised to be. To the uninitiated such as myself, it was an entertaining improvement from more civilised mid-morning gatherings (I attended the Smorgan Steel AGM recently).

Don ('Don't Argue') Argus presided over the meeting and handed the floor to Brian Gilbertson to illuminate us on BHP's platform, 'STABILITY, GROWTH and VALUE'. As if we needed reminding, BHP is going places and will eventually take over the world.

A myriad of complex slides were presented to illustrate this with their average running time around 2.5 seconds, more than enough time to digest the information. Highlights included something to do with the Escondida mine (I was unable to determine more as I blinked) and a bar chart breaking executives highly debated remunerations into 'base' and 'at risk' components.

The London video link up provided nothing more than novelty value (they were faced with the prospect of going to work after the meeting) and we moved to question time. This was when I knew I had made the correct decision to attend and not stuck at a pub, debating the performance of 'Vinnie Roe' in today's Melbourne Cup.

One chap pointed out the inadequacy of the Concert Hall security. Another, the growing mosquito problem in Mozambique. But the highlight was 'Crazy Jack'. In his enigmatic and robust style, he punched the air and demanded why his six point fax had not been answered by Argus and the convenient timing of the meeting on Cup Eve.

Crikey re-inforced the 'cynical' nature of the meeting time, queried the 'Cash Flow at Risk' hedging model, pointed out CEO Paul Anderson's ludicrous $18 million payout and finally but not least importantly, reminded Argus of the NAB debacle 'Homeside', when Don claimed his NAB options were out of the money.

With the prospect of the AGM running until the early hours of Tuesday morning to discuss EIGHTEEN important and crucial points of business, I took a break at 9.15pm. With supper arrangements not yet provided, I decided to make my way home. There was a form guide to be investigated.