AGM season opener: News Corp, AFIC, Transfield, Vic election and keeping councils accountable

October 25, 2010

Dear 300 Mayne Report donors, AGM season ticket holders, friends, relatives and assorted other helpers,

This is the first subscriber edition of our email newsletter which focuses on the 2010 AGM season and the forthcoming Victorian election campaign.

There will be plenty of material coming through over the next two months after individual AGMs and we attended our first for the season yesteday.

But before considering that, we've got a good outcome to report back on around capital raisings and retail shareholders...

Transfield activism delivers more than $8m for investors

Transfield's 26,000 retail investors have collectively shared in more than $8 million of paper gains so far from a share purchase plan offer which directly resulted from our activism at the 2009 AGM.

We provided all the background to that claim in the September 17 edition.

The outcome was that $85 million worth of applications came in at the offer price of $3.13 and the shares were allotted yesterday.

Paula and I were both on the register so we took up the full $15,000 each and exited on the open at $3.53, for a gain of $3800.

That's the first decent capital raising play we've had in a particularly barren 2010 and it ranks 18th overall on this list tracking all plays since January 2009.

However, retail investors as a class have still been massively diluted by Transfield because the December 2008 institutional placement raised $59 million at just $1.25. The lucky recipients of those 47.2 million new shares are today enjoying paper gains of more than $100 million.

We won't be travelling to Sydney for Transfield's 2010 AGM but chairman Tony Shepherd has decided to come to Manningham for the Connecteast AGM which, would you believe, is being held at our council's offices on November 9.

I'm trying to encourage our director of engineering to come along, meet the directors and talk about the big impact, not all positive, Connecteast has had on Manningham's traffic movements.

A trip to New York to tackle Rupert Murdoch

It has been too long since our last encounter with the Sun King so a planned trip to New York for a rumble with Rupert Murdoch at the upcoming News Corp AGM was revealed during this chat with Lindy Burns on 774 ABC Melbourne last month.

The rationale for the trip was explained in our September 21 edition and we've now booked flights and arrive in New York at 4.40pm on Thursday, October 14.

Without any delays, that should allow time for one decent sleep before proceedings with Rupert commence at 10am in New York's Hudson Theatre on Friday, October 15.

As usual, Rupert will do his utmost to avoid scrutiny and limit question time so it will be important not to be wholly negative.

For instance, as the recently appointed monitor of REA Group for the Australian Shareholders' Association, it will be worth asking Rupert if (founded in a Manningham garage, don't forget) is his greatest single internet play. News Corp's REA Group capital gain currently exceeds $700 million.

The News Corp AGM will be audio webcast as usual so our multi-media manager Shane Marden will capture it and cut it up in time for a special subscriber edition on Saturday morning Australian time.

I'm spending two nights in New York and not leaving until 7pm on the Saturday night so that will allow plenty of time to peruse the weekend papers (will The Wall Street Journal and The New York Post publish comprehensive accounts of the AGM?) and also check out my sister-in-law's latest New York show.

* Check out this package detailing our 10 different engagements with Rupert at various shareholder meetings since 1999, including the 2007 shareholder resolution opposing the dual class voting structure which was supported by 60% of the independent shareholders voting $5 billion worth of stock.

Questions for the old guard at AGM of $5 billion listed investment company

I was late for the AFIC AGM yesterday so missed an opportunity to be the only speaker on the re-election of chairman Bruce Teele and former BHP-Billiton chairman Don Argus.

There have been a number of battles with Teele in recent years, but our concerns subsided when former AMP chairman Stan Wallis was finally shown the door last year.
Check out this comprehensive account of the 2007 AFIC AGM when we raised one of the great corporate controversies: did then Coles Myer chairman Stan Wallis ask former Brambles chairman Don Argus whether John Fletcher was any good before he was hired at Coles. Wallis and Lew made conflicting claims to the Coles board, so we hit Argus with the claims directly on the day both he and Wallis were up for re-election. Teele provided the protection to ensure there was no answer to what he called "rumors". It was a classic AGM well worth revisiting.

Fast forward three years and we managed two turns on the roving microphone yesterday, which resulted in the following exchanges about Woolies, the pokies, capital raisings and BHP's over the top Canadian takeover bid.

Stephen Mayne: just a clarification at first. Are we still negatively screening the major gaming houses such as Tabcorp, Tattersalls and Crown?
I notice they're not in our major investments. Is that an ongoing conscious decision to avoid?

Chairman Bruce Teele: it is, yes. We're not bound by that by our constitution, we've chosen to do that. As much as anything it's in harmony with feedback we get from a lot of our shareholders. I can't say one is comfortably lily pure because, of course, with a Woolworths or a Wesfarmers, you get it whether you like it or not.

Stephen Mayne: I would like to commend you on your position. It's unusual, but I think it's very commendable. I think a majority of your shareholders would support the view, but you have picked up on the point that I wanted to raise – which is Woolworths.

Woolworths' pokies business turns over $1.1 billion, made $185 million last year in EBIT, 6% of the profits. It's growing. When they move to direct ownership of the machines in Victoria, with Tattersall's and Tabcorp exiting, it will grow even further.

You've had the situation where the Tattersalls CEO Dick McIlwain said, on the record, he's happy to be getting out of the industry, because it's on the nose all over the world. We are per capita the world's biggest gamblers.

Woolworths has 12,000 machines – they are the largest pokies machine operator in Australia, and I just simply think that it would make a terrific stand for this company to not just say, well we screen some but not others, but to actually take a stand and dispose of your Woolworths interest.

Or, at the very least, query the managing director when he next comes to brief you about the business, and report back to us next year at the annual meeting, on precisely what Woolworths says about this enormous business they're in, completely out of step with every other major retailer in the world.

Chairman Bruce Teele: You would think Stephen that you could ask them that. We do raise that sort of question with companies. Personally, if someone is doing more than average in terms of gaming, with me around, knows I don't like it and I'd rather they didn't.

But from our company point of view, we don't want to be out of the retail industry. That's the package at the minute. We certainly keep in touch with them. I'd say next time Michael Luscombe is down here or at the annual meeting, raise it with him. I'm sure some shareholders do.

I used to get a lot of feedback about the TAB and that sort of company, and I think we feel that, that was what the shareholders wanted, they were comfortable with that, and we also felt that they do have the option of doing something about it themselves if that happens to be the appropriate prevention.

Stephen Mayne: With the unprecedented run of capital raisings – particularly in the last year, we've seen many billions of dollars transferred from retail investors to professional investors courtesy of selective insider placements.

One way that retail can get exposure to that very biased system, is obviously through a holding with Australia's largest listed investment company, AFIC.

Could you give us a very quick summary of, what were our best examples of getting larger, proportionate, allocations in placements, which has delivered really good excellent returns to us here at AFIC.

The final one is that I would like brief comment on BHP's over the top $US38 billion bid for Potash, and whether we are making any representations about how massive takeovers, look at Rio Alcan, can often destroy value.

I know some people have said it wouldn't have happened if Don Argus was in the chair, but I would be interested in your comments on that given it is our largest exposure at $500 million-plus.

Chairman Bruce Teele: well, we're certainly interested. We're watching it. What we really think the first thing to do is to seek to find as much as we can about the investment case. We know the company well, we know the certain criteria that they are looking for, that's where we will start. That information sort of trickles out, I think Mark (Freeman) has been to one recently, we certainly have a library interest.

But just in the last few years, our impression of BHP is that they are very disciplined. They want to be in bottom of the cost curve assets, and we would agree with that, so we will be watching that one.

Capital raisings, one of the ones that was on that list was Hastings Diversified. Mark have you…

Mark Freeman: we did participate in many of these. The banks did quite a few placements. There was the Rio one, Wesfarmers did one, there were a number of others.

The point that we would make is that we do stress to the companies when they come in to see us, is that our view is that capital raisings should be on a an equal basis to all shareholders, we certainly let management know when they come in to see us.

These days we do see the chairperson of many many companies as well, and we always express that same view, if they are going to do any raisings, equity raisings, it should be to all shareholders. That's our view.

We did express to one company who were doing a placement, that they should have looked for a greater involvement of the retail. Our view is that retail shareholders are fantastic shareholders to have on the company's register and that they should be looking after them.

So certainly from where we sit, we support the view that in any equity raising, it should go to all shareholders on an equal basis so I agree with your thoughts on that.

Spend $50 for a season's ticket that helps hold Rupert Murdoch to account

The next two months will be a very interesting time with the Australian AGM season and the Victorian election but things like flying to New York to tackle Rupert don't come cheap.

The Mayne Report shifted to a free model in early 2009 but we are partially returning to a paid model for the rest of 2010.

Sign up for a $50 AGM season ticket and you will get regular exclusive email updates on the various battles as 1600 Australian public companies hold their AGMs and the Victorian election unfolds.

Alternatively, we're happy to give you a free season ticket if you're able to hand out a few how to vote cards on November 27. We're aiming to cover 100 booths and will need more than 200 volunteers for the challenge.

This is an election we believe can be won but we'll need your help. Email if you're available on election day which is just 53 days away.

Alternatively, the best way to help is to click here to purchase your season ticket that will take you through until the end of 2010. We're planning to spend about $20,000 on the campaign and will need as many Season Ticket holders as possible.

Asking questions of other councils

The campaign for improved governance and transparency has recently moved to some of the councils in the Northern Metropolitan upper house region. Here's an edited transcript of the exchange with Banyule mayor Wayne Phillips last week:

Stephen Mayne: Thank you Mr Mayor. I'm here as a Manningham councillor, I should also disclose that I'm an independent candidate in Northern Metro in the State election, and part of what I am running on is council transparency.

The issues I'd like to raise is to firstly congratulate this council on allowing unscripted oral questions at the beginning of council meetings. At Manningham we don't do that.

However, there are some issues which I would like you to address tonight. Making audio of council meetings available on the website to open up accessibility to members of the community who can't make meetings such as these.

The Darebin model, or having matters to report on. So at the start of each council meeting, councillors are given an opportunity to stand up and report back to the community on what they've been doing for the community.

Improved disclosure of councillor expenses on an individual councilor basis – not breaking it down, but an overall global figure. You know, councillor X: salary was this, expenses claimed for the year was Y.

And finally, better disclosure of executive salaries in the annual report. A bit like the way public companies are required to identify specific executives and the total amount paid. As opposed to the very 1990s bands systems of disclosure which is not very comprehensive. You can't tell who is earning what.

So I would be interested in a response on some of those issues about whether Banyule can look at opening itself up a bit more and making itself a bit more transparent, in accordance with good governance and transparency. Thank you very much.

Mayor Wayne Phillips: Stephen before you go, I am always happy to improve our way of doing things. I listed about 5 items then, out of those, which one or 5 or all of them, do you do at Manningham?

Stephen Mayne: We only do the audio and should be more open, but I'm not standing here representing Manningham as such, I'm simply standing here as an advocate for more transparency over all, and I'm interested in hearing Banyule's approaches to these particular issues.

The mayor never answered the questions but simply explained that for this to happen a councillor would need to put up a motion for debate. Disappointing stuff.

A Labor tirade against disclosure of councillor expenses

After attending the Darebin City Council meeting last night, I wrote this story for Crikey today which ran in the tips and rumours section:

With the Greens pushing hard to win the rapidly gentrifying Victorian State seat of Northcote from Labor Right head-kicker Fiona Richardson at the November 27 election, lone Greens councillor Trent McCarthy was on his feet with no less than 5 motions at last night's City of Darebin council meeting.

McCarthy is surrounded by eight Labor councillors and struck some particularly aggressive resistance to his transparency agenda as it related to greater disclosure of councillor expenses.

Veteran Labor councillor Steven Tsitas, looking resplendent in a Collingwood jumper under his suit, launched a tirade against the move which he said would “facilitate lazy journalism” and “aid and abet the muckrakers who wish to pour the proverbial bucket over us”.

With two young female reporters from Fairfax and News Corp watching on, Tsitas referred to some historical disclosure of his expenses as a “shame gallery in the local paper”.

“We remember, we don't forget, some us don't forgive either,” Tsitas growled.

Cr Tsitas disclosed his expenses are currently the subject of an FOI request by state Liberal Helen Shardey who he predicted would soon “table a facetious report in Parliament”.

The Tsitas opposition to McCarthy's motion was defeated by more moderate Labor councillors, led by former mayor and lone women Diana Asmar, who made the obvious point that the issue was “more about being transparent”.

The Cornwall collection

Former Fairfax and Crikey cartoonist Mark Cornwall has been contributing to The Mayne Report since March 2009. Here is a collection of his best cartoons and there are now also some amusing animations:



Get on board with the Australian Shareholders Association

I'll be working more closely with the ASA this AGM season, even attending a couple of gatherings as the formal ASA monitor.

There is clearly more impact working in numbers so readers of this newsletter are encouraged to click on the image below and support the ASA.

Donate to help keep us going

The Mayne Report costs almost $100,000 a year to run so if you fancy giving us a hand to help fund our activism and keep us going on the political and AGM circuit, just click on the image below:

More gems from Mark Cornwall

That's all for now.

Do ya best, Stephen Mayne

* The Mayne Report is a multi-media governance website published by shareholder activist, local government councillor and Crikey founder Stephen Mayne with regular email editions. To unsubscribe click here.