Troubled times, Icahn exchange, Boral and the secretive Wilson billionaires

February 2, 2010

Dear Mayne Reporters,

The market is down again, the dollar remains in the cellar, more mortgage funds have frozen, John Durie reckons property developer Becton will probably collapse, shares in GPT plunged 38c to 77c and in one hour from now the chairman of the ABC Learning audit committee, David Ryan, will ask Transurban shareholders for another 3-year term.

Oh dear, things do not look good.

Boral chairman's outrageous re-election bid

After listening back to the audio from another 5 AGMs last week, there's plenty of interesting material to share with you.

Firstly, listen to Boral chairman Ken Moss deal with the question of his disastrous record at GPT and NAB and my suggestion that he retire at next year's AGM after clocking up 10 years of service.

Moss invoked the argument that his GPT record is a matter for GPT shareholders. David Ryan will no doubt say the same this evening.

It was surprising that the media didn't give greater prominence to the Moss declaration, although at least The Australian's John Durie put it on the record on Saturday as follows:

Long-time board member Ken Moss even confided he was planning to stand for yet another three years at next year's AGM. Perhaps between now and then sanity may prevail because the 58 per cent vote against the sweetheart deal given to Boral boss Rod Pearse must indicate something about shareholder satisfaction with the company.

The AFR's Boral coverage was bizarre because it failed to mention the Moss re-election bid and reporter Tracey Lee had the following in her second paragraph: "It is the first time shareholders have rejected an executive pay increase in the five years they have had a vote on salaries."

What? As this list demonstrates, the 58% vote against Boral's remuneration report comes in at number three for big company protest votes behind Telstra and AGL.

The Australian's Adele Ferguson also rightly lashed the Boral board over the remuneration report protest vote on Saturday.

The exchange with Carl Icahn

Have a listen to the exchange with billionaire activist investor Carl Icahn last Friday when he explains how the US business roundtable rorts shareholder democracy and his plans to try and turn things around.

The Wilson family's undemocratic approach

Reece Australia is one of the great Australian success stories but just because the billionaire Wilson family owns 77%, doesn't mean that it was okay to treat shareholder questions with contempt at the AGM in Melbourne last Thursday.

The defiant one word answers from long-serving executive chairman Alan Wilson were something to behold.

Listening to the full 19 minute battle is well worth it, but if you're tight for time we rate them as follows with the second offering being where it got a little heated:

Why is there no regular governance structure?

Bid debate around governance on election of new director

Lively remuneration report debate

Final comment on cashed up company buying diamonds in the rubble

That's all for now.

We'll be back with more after the Transurban and Packer meetings over the next 24 hours.

Do ya best, Stephen Mayne

* The Mayne Report is a multi-media governance website published by Stephen Mayne with occasional email editions. To unsubscribe from the emails click here.