Tilts

Naming and shaming the platform censors


December 30, 2021

Here is a list of companies which have censored Stephen Mayne's submitted platform during a contested board election since 2000.

KOGAN 2020

Whilst this requested platform was published in full (see page 10 of 40 page notice of meeting), the company refused to snail mail it to any shareholders, abusing the COVID relief measures offered up by Josh Frydenberg:

"Stephen Mayne, 51. BCom (Melb). GAICD. Stephen is a Walkley Award-winning business journalist and Australia's leading retail shareholder advocate.

He founded the digital business www.crikey.com.au, Australia's best known independent journalism ezine, in 2000 before successfully selling it in 2005 and remains a regular contributor to this day. He publishes the corporate governance ezine www.maynereport.com and also writes a weekly column on ESG issues and capital raisings for Alan Kohler's Eureka Report investor newsletter.

His governance experience includes 4 years as a City of Manningham councillor in Melbourne's eastern suburbs, a 4 year term (2012-2016) as a City of Melbourne councillor and 5 years on the Australian Shareholders' Association board.

Stephen nominated for the Kogan board out of concern over the following three issues:

1. The proposed issue of 6 million options at $6 to the two executive directors when they are currently around $90 million in the money and both founders have been recently selling down their holding.

2. The unfair scaling back of $115 million in retail applications for the 2020 SPP to a collective allocation for the 13,000 retail shareholders of just $20 million when institutions were allocated an excessive $100 million in the earlier placement.

3. The lack of a clear majority of independent directors who will prioritise capital raising allocations to retail shareholder and also resist inappropriate incentive allocations to the executive directors.

COCHLEAR 2020

Whilst this platform was published in full on page 8 of the notice of meeting, the board declined to send a printed copy of the notice of meeting to any shareholders, abusing the COVID exemption granted by Josh Frydenberg:

"Stephen Mayne, 51. BCom (Melb). GAICD. Stephen is a Walkley Award-winning business journalist who has worked for a range of newspapers, including The AFR and The Age along with 5 years experience in the 1990s as business editor of the Herald Sun and The Daily Telegraph. He is also Australia's leading retail shareholder advocate and spent three years with the Australian Shareholders' Association from 2011 until 2014, serving as a director and then later as official spokesperson and Policy and Engagement Co-ordinator, plus another 3 year term as a volunteer ASA director from 2016-2019.

Stephen founded the digital business www.crikey.com.au, Australia's best known independent ezine, in 2000 before successfully selling it in 2005 and remains a regular contributor to this day. He publishes the corporate governance ezine www.maynereport.com and also writes a weekly column on ESG issues and capital raisings for Alan Kohler's Eureka Report investor newsletter.

His governance experience includes an 18 month period in politics working as a press secretary for Victoria's Kennett Government in the 1990s, 2 year as a director of an aged care business with $10 million in revenues, 4 years as a City of Manningham councillor in Melbourne's eastern suburbs and a 4 year term (2012-2016) as a City of Melbourne councillor where he chaired the Finance and Governance Committee and was deputy chair of the Planning Committee. He currently has the time and experience to serve constructively as a non-executive director of Cochlear and, if elected, would bring independence to the board, along with a retail shareholder perspective garnered from running the world's biggest small share portfolio (more than 500 holdings worth less than $40,000), asking questions at more than 400 AGMs and participating in more than 300 capital raisings.

In terms of specific Cochlear-related issues, Mr Mayne believes the board demonstrated a lack of respect for retail shareholders with the structuring of this year's $1.1 billion capital raising with an over-sized $880 million discounted institutional placement and then an under-sized Share Purchase Plan (SPP) which was initially capped at $50 million and then expanded to $220 million after receiving $417 million in applications. Rather than refunding $197 million, the board should have accepted all SPP applications but this still would have diluted the 55% of retail shareholders who didn't even attempt to participate in the unfairly capped SPP.

The board showed a lack of respect for retail shareholders by allocating $300 million worth of placement shares to a single London-based fund, Veritas Asset Management, which was more than the $220 million worth of shares allocated to the 16,651 retail shareholders who applied for stock through the SPP.

AFIC 2013

Disappointing censorship of platform

Here is the part which the board censored explaining the reasons for the tilt:

Stephen was concerned when AFIC voted its Westfield Group shares in favour of the remuneration report at the 2013 AGM, even though 3 members of the Lowy family on the board were paid a combined salary of almost $20 million in 2012. He believes AFIC needs to a take a stronger line on governance issues and excessive remuneration at public companies. If elected to the AFIC board, Stephen says he will strongly advocate for Australia's biggest listed investment company to adopt best practice by publically disclosing its voting decisions across its portfolio of stocks. He will also continue to advocate for renewal of the boards across the AFIC stable of listed funds to encourage the replacement of certain directors with chequered records as chairs and CEOs of other ASX listed companies.


WOOLWORTHS IN 2010


What appeared:

The following statement is based on information provided by Mr Mayne with his nomination. The biographical details have not been verified independently by Woolworths.

Stephen Mayne is a Walkley Award winning business journalist, an elected local government councillor in the City of Manningham and a professional shareholder advocate who publishes the corporate governence ezine www.maynereport.com.

Mr Mayne has stated that he is standing on a platform that Woolworths divests its gambling interests or, in the alternative, publicly pledge to implement a system of compulsory, non-transferable and binding pre-commitment for gamblers. Age 41.

What we submitted:

Stephen Mayne, age 41. Bcom (Melb). Stephen Mayne is a Walkley award winning business journalist, an elected local government councillor in the City of Manningham and a professional shareholder advocate, who publishes the corporate governance ezine www.maynereport.com.

Mr Mayne believes Woolworths needs more directors in tune with the global focus on corporate social responsibility. In particular, Mr Mayne is concerned about potential damage to the Woolworths brand and franchise from its operation of more than 12,000 pokies at its pubs and clubs through the ALH joint venture with Bruce Mathieson. Woolworths is the only major retailer in the world to have built such a large gambling business and Australians lose more per capita gambling than any other citizens. Mr Mayne believes Woolworths should exit the pokies business or, at the very least, manage its 12,000 pokies in a sustainable and responsible manner.

In addition to the harm sustained by the Australian community from more than $10 billion lost each year on the pokies, existing practices have resulted in an increase in crime both as a result of pokie gambling and upon gamblers themselves. There is also a reported government investigation into management practices at the Woolworths-controlled Richmond Tavern and Aces Sporting Club relating to a defunct basketball and social clubs.

The company's junior pokies partner, Mr Mathieson, is also reportedly able to grant pokie licenses in favour of his preferred football club. Woolworths must show leadership, without waiting for prescriptive legislation from the Federal Government, by embracing full pre-commitment as detailed in the final report of the Productivity Commission. This is paragraph 7.5 of the agreement between MP Andrew Wilkie and Prime Minister Julia Gillard.

This leadership can be demonstrated by publicly pledging to implement a system of compulsory, non-transferable and binding pre-commitment for gamblers in its associated pokies venues. While such a pledge would reduce Woolworths' gambling income derived from addicted gamblers, if not undertaken, Woolworths risks significant damage to shareholder and brand equity. Ultimately, in this era of greater corporate social responsibility, it also risks being unfavourably screened by professional investors who are signatories to the United Nations Principles for Responsible Investment.

TEN NETWORK IN 2010


What appeared:

Mr Mayne is a Walkley Award winning business journalist, professional shareholder advocate and an elected councillor for the City of Manningham. He publishes the corporate governance ezine www.maynereport.com.

Mr Mayne is standing for the board on the single issue platform that the company offer its retail shareholders a share purchase plan at $1.15 a share.

What we submitted:

Mr Mayne is standing for the board on the single issue platform that Ten Network Holdings Ltd (TNHL) offer its 22,000 retail shareholders a share purchase plan at $1.15 a share – the same price paid by institutions in the selective $138 million placement completed in August 2009. TNHL is one of only three ASX150 companies over the past two years to have raised capital selectively from institutions without offering its retail shareholders any opportunity to increase their investment. The other two are Perth-based mining houses Fortescue Metals and Paladin Resources. With CanWest now gone from the TNHL register there is no excuse for the company not to follow the lead of top 50 companies such as Macquarie Group, ANZ, NAB, Qantas, Lend Lease, Westpac, Crown, CSL, Newcrest, Sonic Healthcare, Tabcorp, Lend Lease, Asciano, AMP, Axa and IAG which all offered retail investors a share purchase plan after a selective institutional placement on the same terms.

By refusing to do an SPP, the TNHL directors have consciously diluted their retail shareholders as a class to the tune of many millions of dollars. Such treatment, especially in the wake of repeated correspondence on this matter, makes it appropriate for retail investors to now appoint a new director to more vigorously represent and protect their interests.

TELSTRA IN 2006

What we submitted

Stephen Mayne, age 37. Bcom (Melb). Stephen Mayne is a Walkley Award-winning business journalist and Australia's leading retail corporate governance campaigner. He founded www.crikey.com.au, Australia's best known independent ezine, and is also a co-founder of People Power, a new political party which campaigns for greater accountability in public life. Stephen is standing on a platform that the Telstra board adopt a less combative approach with government and regulators. However, he also passionately believes that the government should not vote its controlling interest in Telstra on every director election, giving it effective control over 100% of the board.

What appeared

Stephen Mayne, age 37. Bcom (Melb). Stephen Mayne is a Walkley Award-winning business journalist and Australia's leading retail corporate governance campaigner. He founded www.crikey.com.au, Australia's best known independent ezine, and is also a co-founder of People Power, a new political party which campaigns for greater accountability in public life.

NEWS CORPORATION IN 2002

What we proposed

"Stephen Mayne, age 33. Bcom (Melb). Stephen is the publisher of www.crikey.com.au and has been a business journalist for 13 years with a range of Australian papers. He won the Walkley Award for business journalism in 1999 for a 16-part series from the perspective of an active shareholder when he was business editor of News Corp's "The Daily Telegraph" in Sydney. Stephen worked for News Corporation newspapers for 7 years as a business reporter, business editor and chief of staff. He believes the company needs an experienced journalist on its board to complement the strong business focus of the existing directors and to promote the concept of editorial independence from the company's commercial operations. As a campaigner for good corporate governance, Stephen also believes a third independent Australian-based director would be good for the company."

What appeared

Absolutely nothing

Mayne Report comment: the worst censorship we've experienced in 54 contested elections.

COMMONWEALTH BANK IN 2000

What we proposed

"Stephen Mayne, age 31. Bcom (Melb). Stephen is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with range of Australian papers. He won the Walkley Award for business journalism last year for a series on shareholder activism. As a campaigner for shareholder rights Stephen believes the Commonwealth Bank should take a far more active stance as a fund manager to create a greater culture of shareholder pressure in Australia. Stephen also believes that Colonial State Bank should terminate its cash for comment relationship with John Laws."

What appeared

"Stephen Mayne, age 31. Bcom (Melb). Stephen is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with range of Australian papers. He won the Walkley Award for business journalism last year for a series on shareholder activism. As a campaigner for shareholder rights Stephen believes the Commonwealth Bank should take a far more active stance as a fund manager to create a greater culture of shareholder pressure in Australia."

Mayne Report comment: The naughty bankers were clearly sensitive about cash for comment as they edited that bit out firstly on the basis that there deal was actually with Alan Jones and secondly because they argued that it was not strictly a "cash for comment" relationship that Colonial has with Jones and the Australian Bankers' Association had with Laws.

DAVID JONES IN 2000

What we proposed

"Stephen D.Mayne, age 31. Bcom (Melb). Stephen is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with range of Australian papers including the Daily Telegraph, The Age, The Herald Sun and the Australian Financial Review. He won the Walkley Award for business journalism last year for a series in the Daily Telegraph from the perspective of an active shareholder. Mr Mayne is a David Jones shareholder who believes all shareholders should be entitled to the same 35 per cent shopping discount entitlement that the current David Jones directors enjoy. Given the poor financial performance of David Jones since it listed, he also believes the board needs some fresh ideas."

What appeared

"Stephen D.Mayne, age 31. Bcom (Melb). Stephen is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with range of Australian papers including the Daily Telegraph, The Age, The Herald Sun and the Australian Financial Review. He won the Walkley Award for business journalism last year for a series in the Daily Telegraph from the perspective of an active shareholder. Mr Mayne is a David Jones shareholder.

Mayne Report comment: The board was put in a pretty awkward spot and will need some good advice on how to handle the issue of directors discounts at the AGM. That said, they should have communicated their intention to censor the platform. Instead, the company secretary rang just before the deadline to offer me some more space because the other directors were adding additional information. I said I was happy with what was sent in and presumed it would be getting published in full. More fool me.

NRMA IN 2000

What we proposed

"Stephen D. Mayne, age 31. BCom (Melb). Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with the papers including The Australian Financial Review, The Age, The Herald Sun and the The Daily Telegraph where he was both business editor and chief of staff. In 1999 he won the Walkley Award for business journalism for a series on shareholder activism. Mr Mayne believes the NRMA should become a more activist fund manager in order to create a greater culture of shareholder pressure in Australia. Mr Mayne also believes the ongoing commercial relationship between the NRMA and broadcaster John Laws is inappropriate and should be terminated immediately."

What appeared

"Stephen D. Mayne has nominated himself for election as a director.
Mr Mayne, aged 31, holds a Bachelor of Commerce degree from the University of Melbourne. Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with the papers including The Australian Financial Review, The Age, The Herald Sun and the The Daily Telegraph where he was both business editor and chief of staff. In 1999 he won the Walkley Award for business journalism for a series on shareholder activism. Mr Mayne believes the NRMA should become a more activist fund manager in order to create a greater culture of shareholder pressure in Australia. "

Mayne Report comment: The message came back that the board regarded the cash for comment aspect of the platform as defamatory. What a load of bunkum. It is embarrassing but hardly defamatory to claim the arrangement is inappropriate. The ABA said much worse about it. This is all about not admitting a grubby cash for comment deal to its 1.6 million shareholders. Then again, they might not have been shareholders if Lawsie had been sponsored by forces opposed to the demutualisation.

TELSTRA IN 2000

What we submitted

"Stephen Mayne, age 31. Bcom (Melb). Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with a range of Australian papers. He won the Walkley Award for business journalism last year for a series on shareholder activism in The Daily Telegraph. Mr Mayne worked for the former Victorian Premier Jeff Kennett as a press secretary for 18 months and would bring an understanding of the internet, content, media and government to the Telstra board. He is offering himself as an alternative to Mr Steve Vizard who, in Mr Mayne's opinion, has some conflicting external commercial relationships through Sportsview.com, MultiEmedia.com Ltd and Virtual Communities that make him unsuitable to continue as a Telstra director."

What appeared

"Stephen Mayne BCom (Melb)
Publisher of www.crikey.com.au and www.shareowner.com.au and a business journalist for 11 years with a range of Australian papers. He won the Walkley Award for business journalism last year for a series on shareholder activism in The Daily Telegraph. Mr Mayne worked for the former Victorian Premier Jeff Kennett as a press secretary for 18 months. Mr Mayne believes he would bring an understanding of the internet, content, media and government to the Telstra board."

Mayne Report comment: Telstra contacted us before Steve Vizard resigned saying that no director would be allowed to comment on another director in the nomination so the Vizard criticisms were out. Obviously this was disappointing as the entire platform was based around exposing Vizard's conflicts but it ended happily when the comedian did the decent thing and resigned. Thus the embarrassment of having to make the government vote him on in the face of obvious conflicts was avoided. No complaints with the rest as it is word for word, besides some tidying up. My bald statement of what I would bring was sensibly preceded with a "My Mayne believes". It is interesting that the five outsiders all have longer biogs than the three impressive government-picked newcomers, Sam Chisholm, John Fletcher and Catherine Livingstone.

WESTFIELD HOLDINGS IN 2000

What we submitted

"Stephen Mayne, age 31. Bcom (Melb). Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with a range of Australian papers. He won the Walkley Award for business journalism last year for a series on shareholder activism in The Daily Telegraph. Mr Mayne is a unitholder in Westfield Trust and believes it needs an independent board from Westfield Holdings. There are presently more than $4 billion worth of development contracts between the two entities yet the Trust does not have any independent directors and shares in Holdings have risen more than 20-fold over the past decade whereas Trust units have barely doubled."

What appeared

Not much at all.