Future Fund goes to war with Telstra, Woolies AGM wash-up and council pokies battles

November 21, 2010

G'day there.

Thought you'd seen and heard it all in corporate AGMs? Think again.

David Murray and the Future Fund lost the plot today at the Telstra AGM and voted against all three resolutions.

The extraordinary move almost torpedoed a new constitution for Telstra which barely scraped over the 75% super majority required. No other shareholders raised any concerns.

Even worse, the Future Fund voted against new female director Dr Nora Scheinkestel, leaving her with barely 80% support in one of the biggest protest votes ever recorded against an ASX50 director.

Poor Nora has only been on the board since August 12. So here we are battling away to get more women on top boards, Telstra finally adds a second female who by all accounts is first class, and the bloke running the Future Fund tries to tip her out.

Future Fund CEO Paul Costello is out the door, apparently after getting a little fed up with a non-executive chairman who likes to take a hands-on approach.

The full board of the Future Fund has some explaining to do. Check them out here. The other directors are Peter Costello (no relation to Paul), Trevor Rowe, John Mulcahy, Susan Doyle, Brian Watson and Jeffrey Brown.

Murray's 5 year term as chairman expires in April next year and today's action will generate a lot of discussion about the roll he plays. In my view, the Future Fund needs a new chairman.

Murray might have made $50 million from his long stint as CEO of the Commonwealth Bank, but it's not clear that he is well suited to a hands-off chairing roll. Erratic voting like this shouldn't be coming out of sovereign funds.

If Future Fund wasn't still selling, the constitution could have been defeated

It also looks like the Future Fund is continuing to sell shares and depress the market. Its last substantial shareholder statement was on October 26 when it revealed the sale of 150 million shares and a holding of 1.228 billion shares or 9.86%.

But the total directed proxy votes against Nora today was only 1.1798 billion shares so unless the Future Fund didn't vote its entire stake, clearly there has been selling of at least 50 million shares over the past three weeks.

Check out Telstra's announcement on the voting results today. Assuming the Future Fund stake is down to 1.17 billion, this is how many other shareholders agreed with their stand today.

Re-election of Dr Nora Scheinkestel

For: 4.885 billion
FF Against: 1.17 billion
Others against: 30 million
Total against: 1.2 billion

Remuneration report

4.664 billion
FF Against: 1.17 billion
Others against: 241 million
Total against: 1.411 billion

New Constitution
For: 4.773 billion
FF Against: 1.17 billion
Others against: 137 million
Total against: 1.307 billion

Edited audio and transcripts from today's Telstra AGM

Here are the audio links to our three brief contributions at an extremely tedious Telstra AGM that lasted almost 4 hours:

Speaking in favour of re-election of Dr Nora Scheinkestel

Confirmation of Future Fund dummy spit during discussion about remuneration report

Has anyone else opposed this unremarkable new constitution and why is this government agency at war with Telstra?

And here's the relevent transcripts about the Future Fund dummy spit:

Stephen Mayne: Could you clarify on whether the Future Fund is voting against all resolutions today?

Catherine Livingstone: Yes the Future Fund is voting against all resolutions today.

SM: That is bizarre. I don't know. David Murray ought to have his head read!

I mean, you can take an issue on the remuneration report, I guess, but to target our new female director - 2 months into her reign, is one of the most extraordinary votes by a big shareholder I've ever seen!

That is absolutely unbelievable that David Murray of the Future Fund has done that, and I would be very interested in hearing his defence of voting against a brand new director who has had nothing to do with any of the issues that have happened at Telstra in the past.

On remuneration madam chair, could you clarify what the Future Fund's problem is with our remuneration policies, and whether there are any other major shareholders that have expressed any concerns?

Usually when the two big proxy advisers recommend in favour, all the big shareholders follow. The Shareholders' Association has a much harder line, they often go against when the big guys go in favour.

So could you clarify, what is David Murray's problem with remuneration, and what changes are you going to make given our largest shareholder, effectively the government, David Murray at the end of the day is appointed by the government to represent public sector superannuation savings - it's a funny thing to have the government voting against all resolutions like this, albeit through an independent agency.

So what dialogue is going to happen with the Future Fund in light of this extraordinary voting by that body at this meeting?

Catherine Livingstone: Well thank you Mr Mayne.

I don't think we can comment on the Future Fund. They've lodged their proxy and you see the results.

The points that I would clarify I think in relation to, in the remuneration report and the measures as part of the LTI scheme, I did clarify that there is not expected to have any material impact on the cash flow in the period of the LTI plan from the NBN.

In case there were concerns and one had concerns, that somehow executives would benefit from this cash flowing from the NBN, and hence get their LTI award - that's not the case.

In relation to the election of the director, I also clarified that we did a very rigorous process around the identification of the skills we needed, bearing in mind the extent of the telco skills we had on the board, and identifying that in fact we needed stronger financial and analytical skills on the board hence the reason for asking Dr Nora Scheinkestel to join the board.

New constitution debate

Stephen Mayne: So, Nora only got 79% with the Future Fund voting against. The remuneration report only got 76.7% with the Future Fund voting against. I am just curious, I know you need 75% to get this resolution up, a super majority, I presume it is going to be a close run thing, which would be extraordinary - a government agency voting down a new and updated constitution for Telstra.

Has anyone expressed any concerns about any elements of the new constitution. I know the board coming down from 13 to 11, why would you create a maximum, which is a bit close to where you are now, so maybe people could criticise that. Are there any genuine governance concerns expressed by any of the proxy advisers or any other major shareholders - apart from the government associated Future Fund which has voted against.

Catherine Livingstone: No we've had no concerns expressed.

SM: But effectively here, a government agency has attempted to stop Telstra from shedding its old government constitution and having a new contemporary constitution. Do you know what is going on here? Why is your biggest shareholder at war, and voting willy-nilly against everything that is thrown up without any rhyme or reason?

Catherine Livingstone: Mr Mayne I think you'd have to seek clarification from the Future Fund on that, but as I've said, we are not aware of any other shareholders having any concerns in relation to any of these matters on the change of the constitution, and that's why we are recommending in favour.

ABC TV and radio crank up the Telstra coverage

This Future Fund dummy spit is a very big story which plays into this whole question of government treatment of Telstra, the NBN negotiations and a lot of shareholders disappointed with a share price that Telstra chairman Catherine Livingston claimed today was "materially under-valued".

We did a live cross with Ros Childs at 12.10am for the ABC Middday news today before the Future Fund votes were flashed up on the screen with each resolution. Click on the image to watch:

However, it's the post-AGM coverage that will be really interesting. We just had a this chat with Richard Glover on 702 ABC Sydney and there will be another chat with Steve Chase on ABC News Radio Drive at 5.45pm.

Business Spectator's Stephen Bartholomeusz was first out of the gate with some serious analysis, including the Future Fund's side of the story.

David Murray's glass jaw

David Murray usually gets a dream run in the media and plays the game quite well. It will be interesting to see how he handles the serious questions which journalists ought to be asking him.

I remember having a meeting with David Murray, Col Allan, John Hartigan and others back in 1998 when the Commonwealth Bank had just spat the dummy over negative coverage about banch closures in The Daily Telegraph and pulled a lot of advertising.

A few days earlier I'd caused some grief at CBA's AGM as was explained in this Terry McCrann piece in The Weekend Australian at the time.

Murray was clearly very annoyed at the AGM intervention and claimed that we should be having a debate about whether AGMs are worth having it all. He even said words to the effect that "if people like you keep coming to AGMs, we'll become like Japan where all companies hold their AGM on the same day".

How the world has changed with Murray now embracing the voting power that comes with an AGM and using it in this most extraordinary way against Telstra on behalf of Australia's national sovereign fund.

Woolies AGM wash up as councils assess the pokies special rates opportunity

We sent a brief account of the Woolies AGM in Brisbane yesterday to a small group of subscribers and interested parties this morning before heading into town for the 4 hour Telstra marathon.

The meatier political elements of the Woolworths gathering were pulled together in this hard hitting piece for Crikey which dealt with political donations, planning deals, hypocrisy and a Supreme Court dispute which Woolworths has started with our community in the City of Manningham.

All the audio highlights from yesteday are available here:

Opening exchange council pokies taxes and government deals.

Why are you taking Manningham to the Supreme court over ALDI supermarket?

Are there any pre-emptive agreements with Mathieson and Lowes?

Have you changed your policy regarding political donations?

How do you manage the colourful Bruce Mathieson?

Are there incentives for your executives to increase diversity within the company?

Speaking in favour of new female director and exploring James Strong link.

Three minute No Pokies campaign speech.

Supporting fees increase for non-executive directors.

The prepared speech sent out in the last major edition was never delivered because I accidentally left the printed version at home and here are transcripts of some of the key exchanges.

Moreland keeps punching with the pokies

Part of the Woolworths AGM debate was flagged in this Crikey story on November 16:
Has Brumby done a deal to strip councils of powers to super-tax the pokies?

Below are some pictures from the VLGA policy launch referred to in that story. You can see Moreland mayor Stella Kariofyllidis on the left.

Here are the links which explain the VLGA pokies position:

Major parties must make pokies and online gambling safe

VLGA State election platform

Launch speech by Whittlesea's Felicity Leahy

Meanwhile, check out this package of past encounters with Woolies and this interview with Senator Nick Xenophon about why the pokies matter in this state election.

Spend $50 for a season's ticket that helps keeps the directors and pollies honest

The coming weeks will be a very interesting time with the Australian AGM season and the Victorian election but things like contesting the state election and flying to New York to tackle Rupert Murdoch don't come cheap.

Therefore, why not sign up for a $50 AGM season ticket and you will get exclusive email updates on the various battles as 1600 Australian public companies hold their AGMs and the Victorian election unfolds.

Alternatively, email Paula@maynereport.com and offer to volunteer to hand out on election day and you'll receive a free subscription.

If you'd like to support robust political and shareholder activism and get an inside look at what should be a fascinating period, click here to purchase your season ticket that will take you through until the end of 2010.

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 check out his latest animation:

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Sign up for campaign and governance Tweets

Click on the image above to join more than 2600 followers on Twitter. Here are some of the more recent Tweets since the last edition:

4.22pm November 18: only 6.6% in favour at Woolies AGM but it was a cracking debate. Listen to the exchanges and my No Pokies speech here http://urlm.in/gcqd

3.57pm November 18: Doubled 2006 Woolies election result at today's AGM from 3% then to 6.6% today. Still low but very happy with the debate

11.53am November 18: Arrived in Brisbane and into a taxi off to the Woolies AGM. Forgot to bring my speech so going to have to wing it!

3.48pm November 17: Here's one for Woolies AGM tomorrow. Ex employee jailed for stealing $2.6m: http://www.smh.com.au/articles/2004/08/15/1092508267679.html

2.56pm November 17: Another version of how to vote cards for feedback before registration: http://www.maynereport.com/articles/2010/11/16-1244-5322.html

1.38pm November 17: Antony Green's election calculator for the upper house is live. A primary vote of 2% should be enough: http://blogs.abc.net.au/antonygreen/

8.51am November 17: The Age has gone in hard on all this talk about Brumby shafting councils's ability to super tax poxies. See: http://www.maynereport.com/

3.11pm November 16: Paper says can win: http://manningham-leader.whereilive.com.au/news/story/prediction-doncaster-bulleen-and-warrandyte-to-remain-with-libs/

1.33pm November 16: Check out ad we're running in 8 local papers across Northern Metro next week: http://www.maynereport.com/articles/2010/11/16-1329-7662.html

1.21pm November 16: Brumby's pokies plan exposed http://www.crikey.com.au/2010/11/16/has-brumby-done-a-deal-to-strip-councils-of-powers-to-super-tax-the-pokies/

10.09am November 16: Raised 3 issues at Darebin Council meeting last night then attended dinner discussing the challenges of giving women more corporate power.

5.31pm November 15: Tony Wilson just ran line on 774 ABC Melb about Abbott, Pell and Lib/Sex Party prefs deal: http://video.maynereport.com/audio/774_151110.mp3

4.10pm November 15: Woolies company secretary just called. They're offering 3 minute speech on stage in Brissie as part of pokies board tilt at AGM on Thursday.

2.23pm November 15: DLP candidate John Kavanagh rang into Neil Mitchell today to confront Ted Baillieu over 1st pref to Sex Party in Northern Metro. Ted ducked

1.22pm November 15: Big 3am edition on pref deals in Vic. Lab/Lib with Sex Party just amazing. See http://www.maynereport.com/articles/2010/11/10-2151-6700.html

9.26pm November 14: Just fully disclosed all preference arrangements & challenge all other candidates & parties to do likewise. See: http://www.maynereport.com/

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, Crikey founder and political candidate Stephen Mayne with regular email editions. This email was authorised by Paula Piccinini of 205 William St, Melbourne 3000. To unsubscribe from the free emails click here.