Women on boards debate transcripts

December 31, 2018

Below is a collection of transcripts of our questions and responses about gender diversity on Australian public company boards.

Incitec Pivot 2010 AGM

Why are you still an all blokes affair and will that be addressed?

Stephen Mayne:
I did hear the candidate speak at a dinner earlier this year encouraging women to get on boards. He made some very interesting insights, gave some excellent tips - clearly none of which have worked here.

What is the story with IPL remaining one of the Luddite companies that still is an all blokes affair, and are you actively seeking to readdress that situation given the abundance of global research which shows that getting more diversity into boardrooms actually delivers better financial results?

Chairman John Watson: Well I assume you are not suggesting that we are in the rag trade in industrialised England Stephen, so the reference to Luddites, not sure where that all comes from.

I mentioned in my address earlier on, two things particularly. The first is that the remuneration and appointments committee chaired by John Marlay, has been charged by the board with developing a policy position, and a strategy for the company going forward in relation to gender diversity at the non executive director level.

James Fazzino as the company's managing director and CEO, has been charged with the responsibility of doing a similar task within the organisation. I should say that James, for those of you who don't know him personally, is very very committted to gender diversity in the organisation and has already implemented a number of, quite innovative, changes within the organisation to assist in the progress of women through the organisation to senior ranks.

So my response I think Stephen is - thanks for the whack!

I appreciate that we don't have female non executive directors a the moment, but it is something that is in front of us. Something that each of the directors is personally committed to working towards and also our management team.

As I mentioned in my address, I am actually a mentor for a young woman presented by the institute of company directors, with the intention of participating in a program that I think will deliver some significant outcomes in terms of getting a bigger pool of women ready to go onto large public company boards.


AGM October 28, 2010
- listen to audio

Stephen Mayne: are there any female members of the Wilson family who'd be interested in serving on the board?

Chairman Alan Wilson: I don't think, I shouldn't say this, but I don't know whether they would have the skills. So we would be, you know, the first point of criteria is that you have to have the knowledge and the skills, and I think most of the Wilson females are mothers. My daughter is graphic designer, and when we've spoken about plumbing over the years, they weren't too interested and want to talk about other things, so..

Stephen Mayne: Do think there is prospect by this time next year we'll actually have our first ever female director?

Obviously 3 out of 12 managers is terrific, above average, diversity performance. There is a whole bunch of all male companies that are rolling over and are being proactive on this. I've heard rumours that you might get a feral feminist like Catherine Deveny running for your board next year, if you haven't actually selected a female yourself. So you think we could possibly get with the program within the next 12 months?

Chairman Alan Wilson:
its possible.

Stephen Mayne: Probable?

Chairman Alan Wilson: its possible.


Amcor AGM
October 21, 2010
- listen to audio

Stephen Mayne: I note that Amcor has only got a single, solitary female director, and I also ...

Chairman Chris Robert: is this speaking to this resolution?

Stephen Mayne:
it is. Yes.

I also note of your eight key personnel listed in the annual report, and only one is female, and her package comes in at the sixth highest.

So the question I have about the overall incentive arrangements for our managing director, in an environment where I think there is a lot of people would agree that the diversity issue is still appallingly handled and a terrible situation - an indictment on the culture in corporate Australia, and I've heard people make the comment that the only way you'll really get cultural change, is to hit the blokes where it hurts i.e on their bonuses, on their actual pay structure.

So I'd like to hear as to whether you have anything in the managing director's incentive arrangements which will help address Amcor's, pretty dreadful record it seems, when it comes to getting gender diversity in it's senior executive ranks, and at the board level.

Chairman Chris Roberts: Mr Mayne if you had the benefit of going around our business globally, you would see that we are taking diversity as an objective, very very seriously. I mean, the key thing is that we ensure that we access the full compliment of the skill base that is out there - that is what we are endeavouring to do, and diversity is taken very seriously in all its forms, not only gender.

I know that has been one of your cry's in recent times, the gender element of diversity, but we are focused on all angles of it. We are very proud of what we have achieved, we have come a long way.

With the Alcan acquisition we will be stepping this whole focus up. We're getting new metrics on tracking diversity. It's a key objective of Mr McKenzie, personally I know he's focused on this, and we're very very proud of what we've achieved thus far.

I agree with you - the sentiment you're pursuing. We certainly as a company are determined to access the full talent pool - because that's what we're really talking about. Okay?

Thank you.


October 13, 2010
- listen to audio

Stephen Mayne: I, like most shareholders, are very pleased with the overall financial performance of CSL over a very long period of time. It is very rare for Australia to have any international success in the healthcare pharmaceutical space, and CSL is the standout performer. From a financial point of view, it has been a magnificent performance over a long period of time.

The only issue that I would like to raise today, actually goes to gender diversity within the company. This company is very unusual in having a female chair, but I think madam chair, ever since you have been on the board, you have been the only female on the board. It is an unusual situation to have a female chair and no other females on the board.

I know there has a been a number of studies done internationally which have shown that diversity delivers better results. If you look at the executive team at CSL, again, you only have 1 female amongst you top ten, I know that she is the worst paid of the top ten executives.

There is a big push on at the moment through the ASX and AICD, and a range of groups, to lift Australia's pathetically low level of gender diversity at senior executive and board levels, and I would like to hear from you about your views on that, and whether you could actually re-double your efforts in this area.

You have been in the chair for 5 or 6 years, and we haven't really seen any movement at all. I'd like to hear from Bryan the CEO as well, to see if this is a feature of the industry in particular, like all the miners and engineers say that.

I would have thought the company that produced gartersor and things like that, has a very big interest in the diversity questions, and I am just a little perplexed that this company, of all companies, seems to rate so poorly on this score, say for the very obvious exception with you chair, you are one of the rare female chairs in Australia.

So I would be interested in your comments, and I will be looking forward to seeing some movement on this issue at board level, and ideally at executive level, before next year's annual meeting.

Chair Elisabeth Alexander: Thank you for those comments Stephen, and I am glad you are happy with the company in a financial sense.

In relation to gender diversity, I spent a considerably portion of my address addressing that, because we have received a number of letters on that issue.

What I would like to say to you is that the board has been stable over quite some time, but the board takes a lot of time and effort when it is looking at board composition to determine what skill base we need - whether that be business, or engineering or manufacturing or finance, or whatever it might be.

Also the geographical diversity - people that worked. You'll notice we've got a couple of directors who have had very significant experience in th US market, and that is clearly a very important thing for us because most of our sales are there.

So in selecting directors, we've always been very careful to understand what skill base we need. Another example of that was when we were spending increased money in R&D, we realised that at a board level, we did not have the expertise to provide the board with guidance on that area. So what did we do?

We employed some people who drew up a list for us of people best able help us in that area, and on that list John Sharp who was clearly head and shoulders above the rest on the list, if I can say so, and so John, you were our selection to help us. So that is where we have always come from saying 'What do we need that will help us to progress?', we have been very careful in that.

Having said that Stephen, we have never excluded women from that list, and women have been included, but we have always carefully looked at it to see who can best serve the need we have at the time.

We hear societal concerns about women on boards, and we of course will take that on board, and our process will continue to have women on our selections when we need additional directors.

But I would like to correct you Stephen and I'm sure Bryan is itching to, is in relation at a management level.

CEO Brian McNamee: What I said was 60% of our senior management in Australia are women, 35% worldwide, and at the most senior level of the 25 highest executives in the company, 5 of those are women.

The person who looks after worldwide quality control; worldwide supply; worldwide manufacturing operations, they are all women in very technical areas, and of course, our person who is in charge of HR is a women as well.

That's not say we don't want to do better, but I think the reason we have so many women working for us is, and I can certainly speak to this from my position, is that the condition of the company, the atmosphere of the company is conversive - women want to work there, because they feel valued and wanted, and that is the most important thing.

I think getting more women in the executive ranks, CSL has all sorts of policy on parental leave, on flexible hours, job sharing, buying additional leave - that's what you want. There is a childcare facility going up at Broadmeadows. All of those things encourage women to work for us, and in my view, will be the feeder in going forward of having more women on boards.

JB Hi Fi AGM October 13, 2010
- listen to audio

Stephen Mayne: Thank you chair. I've just been at the CSL AGM earlier this morning. I was wondering if we can hear from either you or the CEO about how this company deals with gender diversity issues amongst board, executive and staff.

Chairman Patrick Elliott: Thank you Stephen for the question. I think everyone heard that was a question was in relation how does the company manage gender diversity and policy in respect of that both board level and through staff and management.

That will create for us a casual vacancy and we can take the opportunity, created by that casual vacancy, into talk of the appointment of a female director. We have had discussions with a number of potential candidates, and I'd like to think that we certainly would have someone signed who will make a pretty strong contribution in support of management.

In terms of the staff and the management, we don't have a diversity target per se. I think we recognise that we're starting from a relatively low base in terms of female representation in senior ranks. I think about 9% of our senior management are women and I think the expectation is that can grow significantly.

Approximately 20% of store management are women, and I think as the opportunity continues to develop, you'll find more and more opportunities to promote women through our organisation, right through to the board. Jim, is there anything in addition...

CEO Terry Smart: no, no, figures in the stores is 60% male 40% female, and if you look at our customers, it is probably the same.

Stephen Mayne: I just noticed reading the annual report, I didn't detect a single female in there - in your senior ranks, your auditor, obviously on your board. I am pleased to hear that you're going to be moving at the board level. Nine percent in the executives ranks is at the low end in Australia.

So I think it is fair to say that as we stand today, JB HiFi is one of Australia's worst performed companies on this issue, yet equally, it is obviously one of the best performed companies in terms of its financial performance.

So, I don't think it should overshadow the magnificent financial performance, but I do think in the current environment, that if you don't have this fixed by next year's AGM, there is every chance you will get a feral feminist, someone such as Catherine Deveny, running for your board as a hostile candidate, potential consumer boycotts - those types of issues.

So I do think that before it becomes a big issue for JB HiFi - an iconic, high profile brand, ought to move swiftly, and I'd like to think that more than a single director within 12 months, like just today, there is nothing in the annual report, there was nothing in your presentations. It just seems to be an issue you've been very slow to get to.

So I just hope that we'll see a step change from today, therefore the issue won't need to be raised at all at next year's AGM, let alone potentially, someone running for your board on a platform, to drag you kicking and screaming into the 21st century on this issue.

Chairman Patrick Elliott: Stephen, there is no question that it is firmly on the agenda, as to whether we can please all the people all the time, I doubt that will be the case, but the good news is that there are good strong, high quality candidates ready to be promoted to senior management, store management and the board also, so I think that presents a good opportunity for us.

I think the facts we have had today, have clearly been an opportunity to perform for the business, but there is no question that can fall into a bit of a habit of if it 'aint broke - don't fix it, and a very strong performance of the business, and the performance of the current board in terms of supporting management, we probably haven't taken as much opportunities as we would have.

I think it is a challenge for us, and I think it is a great opportunity.

SP Ausnet AGM
July 14, 2010
- listen to audio

Stephen Mayne: I would simply like to make the point that SP Ausnet is in that unfortunate club - along with Oz Minerals, Transurban, Alumina and too many other companies that has an all male board, and that there is an unprecedented push on at the moment to get appropriate diversity on Australian boards.

I think that everybody recognises that 9% representation is outrageous in 2010, and that there is no way that 9% representation is anywhere near merit, in terms of what would be a more appropriate gender diversity on Australian public companies.

So I am strongly urging the board to look for a suitable candidate, and to look very favourably to try and address the gender imbalance, and recruit someone who is both talented and has the appropriate skill set, and I think you will find that there are plenty of suitable candidates out there, and hopefully at next year's AGM, you'll be out of that unfortunate club - which is the all boys board club, which this company remains in 2010, unfortunately a member of.

Chairman Ng Kee Choe: Thank you very much Stephen, for your comments and views.

As I mentioned earlier on, we are in the process of replacing Martin with another independent, non executive director, and as I have also mentioned, we will be seeking diversity for the board and we'll seek the best person for that role.

So we hope to let shareholders know of the outcome as soon as possible. Thank you very much Stephen.

Adelaide Brighton AGM May 19, 2010
- listen to audio, see Mayne Report

Stephen Mayne: And my final comment would simply be that when the new chairman finally does take control.....

Chairman Malcolm Kinnaird: which is after this meeting.

Stephen Mayne: which is after this meeting. I do hope that he will embrace the current agenda around gender diversity. Which I think is running harder then ever before.

Australia at 8.3 % female directors of top 200 companies is one of the worst performers in the world. This company is one of the 15 or 20 or so companies with zero gender diversity. I am not going to speak against Graham on the basis that he is a man, but I am going to say that I hope with this board renewal process you will get with the program, and maybe at next year's AGM, we'll actually hear a female candidate speak to her nomination to the board like normal directors would at a public company when seeking re-election.

Chairman Malcolm Kinnaird: I fully understand the social and pressure that's placed on companies who are going to consider appropriate female appointments, and we ensure that we do consider those women who show they are interested in being considered, and we'll continue to do so.

OZ Minerals AGM May 19, 2010
- listen to audio, see Mayne Report

Stephen Mayne: We do have an issue in Australia with too few people, particularly blokes, doing too much. It is not a good look that this board has no women on it. I do think you need to get with the program, there's more pressure than ever before on gender diversity on boards.

Chairman Neil Hamilton:
Thanks for those comments. I will make a comment a little later on gender diversity because it is something I thought we might deal with in general business, Stephen, if you don't mind?

AXA Asia Pacific AGM May 18, 2010
- listen to audio, see Mayne Report

Stephen Mayne: I would like to note Australia's woeful record in terms of gender diversity and the fact that you are under the odds with only one out of nine. Too late with take over plays to change that now, but I thought that that ought to be noted.

Chairman Rick Allert: In relation to your second question about gender balance, yes that is an issue that we are very aware of, and as I have mentioned we did put on hold our succession planning discussions, but that is something that we are very aware of the need to have greater gender balance.

David Jones November 30 2009
- listen to audio, see Mayne Report

Stephen Mayne: Mr chairman I'd like to support the re-election of Katie Lahey to the board. But simply have a dip at all you other blokes on the board, and point out that it is a disgrace that women only represent 8% of directors of Australian major company boards. If there is one company in the top 50, that should have a solid population of females on its board - it's this one.

A clear majority of your employees are female. A clear majority of your customers are female, and yet you sit here with a typical board - the banker, the lawyer, the accountant. You have one retailer in Reg Clairs. I agree that John Coates has a particular property expertise, but I can't believe that this board hasn't actually got that issue right.

In terms of how you represent yourself to the community, you should be progressive on this issue. Three of your top 9 executives are female, and I often think that it is worse to have one female, than none. To have one only, you should have at least 2 females on a board like David Jones to get that diversity of perspective, and I would be interested in hearing from Katie as to how she has felt being the only female inside a boardroom, which relies on females as its employee base and its customers like no other major listed company.

If Just Jeans, before Solly Lew took it over, could have 4 female directors, why on earth can't David Jones get with that program and be more modern, in terms of the way it populates its board?

Chairman Bob Savage: would you like to comment Katie?

Katie Lahey: just to say that I agree that, that is one of the issues that the rem and nom committees have been looking at. We've been looking at the selection of future directors, and obviously gender is a very important part of that, but as the chairman said there are other issues to be taken into account - the geographic base, the skill-set. But the issue about women on boards is becoming a very hot topic in the community now, I am pleased to say, is getting a lot of conversation both at the government level, chair level, board level, and I think we'll start to see some changes from the 8.3% of females on top listed boards, I doubt that we will get to the Norweigan level of 40%, but we've got, I feel, community interest in this topic now and I think we'll start to see some changes.

Chairman Bob Savage: Do you want me to comment?

Stephen Mayne: yes please!

Chairman: as I said earlier in the meeting, when somebody raised this issue earlier on, this is not for the want of trying. We are looking for people at present. We do have a profile of the type of people we need to have on the board, and the skill-set they have to have. I think there are two issues here. One is, what skill-set do you need to have to deliver a particular set of results and outcomes and the mandates of business for the shareholders, and secondly, what do you do about gender balance, and sometimes the two of those are in conflict - it is as simple as that!

But, we had 2 female members of our board for a long period of time. Two of them over time chose to retire - one in 2003 and one in 2006 or 2007, if I remember correctly. And we didn't appoint another person to the board for 2 years. One of the reasons for that was we were looking for the person with the right skill-set. We spent a long time looking for the person that had the right skill-set and the right gender. But in the end we appointed Peter Mason who I believe was the best qualified person with a set of skills that we needed at that point in time.

As Katie says, we are looking at this at present, it's something which needs to be addressed, but it needs to be addressed in ways other than just appointing people to boards. There needs to be mentoring programs, there needs to be programs that bring people like our senior executives from our own organisation, up through into the next level of positions, and find them the opportunities at different points in time, for them to take roles like that. Not necessarily in our own company because we have 2 executive directors already, but there's a lot of things I think could be done to foster a much broader pool that exists at present in this particular area.

Seek November 30 2009
- listen to audio, see Mayne Report

Stephen Mayne: I would also like to see the transition from having an 8 man board, or a 6 man board, to actually having a board that better represents diversity in the community.

It is a disgrace that women only represent 8% of public company directors of major companies in Australia. One the of David Jones directors, the only female, basically said as much as that this morning at the AGM when quizzed about it.

Surely a progressive company like Seek, which is hip and groovy and online. It's not some old fuddy-duddy board. It's a young vibrant new company. Many of your staff are female, many of your customers are female, and i think ....

Chairman Bob Watson: is this a speech or a question?

Stephen Mayne
: well, it's both!

I would like to ask you, specifically, to get out of the dungeon and be one of the worst companies - in terms of board diversity when it comes to gender issues, and given you've got two gaps on the board and you do have this ratio issue with founders and these sorts of things, that you could move to address this situation.

Chairman Bob Watson:
Maybe I could answer the question?

Stephen Mayne:
Love to hear it!

Chairman Bob Watson:
Thank you. In terms of the numbers on the board, certainly with two non executives having recently retired, it is our intention in the short term to appoint at least one additional non executive director, and then over the following, perhaps twelve or so months to look at whether or not another one would be appropriate.

In terms of what skills we will be looking for in that person, we take on board your comments about about diversity - very much on forefront of our mind. The board is going through a process currently, as to how we should go about finding additional candidates and selecting them, and what you are saying is most appropriate.