Battling with the Babcock boys in 2005

By Stephen Mayne
January 14, 2008

It's always good to give a newly listed company a solid welcome at their first AGM and that's precisely what Babcock & Brown got after facing shareholders on May 26, 2005. This report was sent to Crikey subscribers at the time.

The Babcock & Brown AGM in Sydney on Friday would have been a very tame affair but for the dozen or so questions that Crikey fired at the board over a range of issues, including its troubled Primelife investment, the Melbourne Showgrounds redevelopment, executive pay, the commitment of founder Jim Babcock, related party transactions with Prime Infrastructure and the perceived conflicts of deputy chairman Elizabeth Nosworthy.

Given that B&B was based in San Francisco until last year's float, it was good to see chairman James Babcock in the flesh, strutting his stuff. The big-talking American clearly has a close bond with B&B's Australian CEO Phil Green, as each heaped praise on the other in their formal addresses.

When it came to the founder's re-election, Crikey asked about his long-term commitment given he owned about $220 million worth of Babcock shares and had been running the show for 28 years. Wasn't the float just about giving him and the other executives who own 50% of the company an exit strategy, and why bother working when you're worth this much?

"You're right, see you later," said Jim as he took a few steps towards the exit, sparking much laughter before he returned and declared B&B was both his "hobby" and "the love of my life" that he'd only leave if "dragged out with my boots on."

Phil Green owns $150 million worth of B&B shares but appeared a little nervous during his first AGM address, pausing twice for water. When it came to a detailed debate about related-party transactions with Prime Infrastructure, owner of the Dalrymple Bay coal terminal in Queensland, Green baldly rejected every point Crikey made.

He said there was no conflict of interest in B&B voting their shares on the recent constitution change at Prime which saw the investment bank issued shares as part of a long-term management agreement. He also defended the non-disclosure of the complete management agreement and denied that information about voting intentions had been withheld from the ASX when the waiver to vote the stock was granted.

Green also tried to deny that Elizabeth Nosworthy wasn't independent. Hang on a minute. As the former chairman of Prime, Nosworthy agreed that Babcock be paid an excessive $20 million fee on last year's Powerco acquisition in New Zealand. It wasn't long after this that she quit the Prime board to become deputy chairman of Babcock. She has also represented Babcock on the board of Commander Communications and is one of the GPT directors pushing this new management deal with Babcock and joint venture on all those German flats.

Jim Babcock agreed to take on board Crikey's comments that at next year's AGM it would be nice to have a "senior independent director" who has not been so heavily involved at so many levels with the investment bank.

There were many other questions to ask but the meeting wasn't in the mood for a long session, so questions about Green's $7.6 million loan from the company and related-party deals in the fine print such as the following from page 114 of the annual report didn't get an airing:

"RB Pass Through Pty Ltd, a subsidiary of ESIC Ltd, paid a $3.2 million facilitiation fee to Babcock & Brown in relation to the issue of issuer notes/bonds for refinancing of the Redbank Power Station. The managing director of BBL, Phillip Green, has joint control over ESIC Ltd."

Redbank was a dodgy power station deal in NSW which is massively subsidised by the Carr government as taxpayers have committed to take its power at inflated prices for decades. Why Phil Green has a personal involvement in these fundraising deals remains a mystery.