Tilts, Woolies, Fairfax, pokies, Crown, CBA, Albert Park, East West, Brickworks, QBE SPP, ASA lists and ASX AGM

October 12, 2014

Dear Mayne Report readers,

After not hearing from us all year, greetings for the second time in a week after this earlier missive on Monday. If you'd rather not receive these email newsletters at all, click here to unsubscribe.

We're still waiting for Rupert to give us a date for the News Corp AGM in New York next month but we've ploughed on with some additional board nominations anyway and will cross the logistics bridge when we get to it.

Another run at Woolworths focusing on the pokies division

As the CBD column reports in The Age/SMH today, there was a nomination for the Woolworths board on a "no pokies" platform yesterday. The AGM is November 26 in Melbourne, just 3 days before the state election. Here is the specific text of what has been requested to run in the notice of meeting:

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 11,000 pokies at its pubs and clubs through the ALH joint venture with Bruce Mathieson.

Mr Mayne believes Woolworths should exit the gambling business or, at the very least, conduct its pokies business in a way that minimises customer harm, such as by implementing the Productivity Commission recommendations for a maximum $1 bet and mandatory pre-commitment.

If not, Woolworths potentially risks being unfavourably screened by professional investors who are signatories to the United Nations Principles for Responsible Investment.

If elected, Mr Mayne undertakes to work constructively and collegiately with the board and management team to maximise shareholder value in an environment of heightened governance, transparency and corporate social responsibility.

As this complete history of past public company board tilts shows, Woolworths is about to become our equal most popular target along with ASX itself and Fairfax Media. Twelve 12 tilts at just 3 companies over 15 years shows, well, persistence.

Weighing a run in Albert Park

Long-time anti-pokies campaigners were staggered to see the Victorian ALP cave so quickly to the demands of Crown for its lucrative 17 year licence extension. Jason Dowling got it absolutely right in The Age.

It just goes to show that when it comes to the rent-seeking demands of the gambling industry, both major parties are as bad as each other.

The Saturday Paper's Michaela McGuire produced an excellent article pointing out all the governance and process problems with the Crown deal.

And for those who missed the 4 Corners on casino high rollers earlier this month, watch it here.

Rounding out all you need to know of this deal, check out Tim Costello's excellent critique in the Herald Sun.

Whilst you would expect the Liberals to accommodate a rent-seeking billionaire, Labor is meant to be the party of the battler who would hopefully stick up for problem gamblers and negotiate hard to get the best deal for taxpayers.

Instead the party which runs 5 pokies venues in Canberra has rolled over to avoid a fight with James Packer who is a big political donor and has NSW Right Labor fixers Karl Bitar and Mark Arbib on the payroll.

The seat of Albert Park, which includes both Crown Casino and Bernie Ecclestone's beloved Albert Part race track, is most interesting because it is Labor's second most marginal seat with a buffer of just 0.9% after the latest redistribution. Quite a chunk of it around Southbank and St Kilda Road also falls within the City of Melbourne.

Labor's Martin Foley is under pressure because the Liberals have preselected an excellent candidate in 31-year-old education entrepreneur Shannon Eeles.

Even Labor hard heads are muttering that she's impressive and would make an excellent MP - and a welcome change from the old white blokes who so dominate Liberal Party ranks.

Anyway, if Labor actually does the dirty and votes through this Crown deal next week, I'll probably line up as a no pokies independent in Albert Park on November 29 letting everyone know precisely what has happened.

Nominations for independents don't close until Friday November 14, so there's plenty of time to make a final decision and we still need to see a few more policy positions from both sides before that will happen.

After casino cronyism, planning policies (including East West) are also high on the agenda in terms of weighing up how to play the Victorian election.

CBA and Fairfax both agree to run platform in full

As Crikey noted yesterday, the days of Rupert Murdoch refusing to distribute any form of platform for a challenging director appear to be over.

Corporate Australia is playing a fairer game on elections as demonstrated by the decisions of both the Fairfax Media and Commonwealth Bank boards to run the submitted platforms in full.

This is the full version of what Fairfax has agreed to run, even including a reference to the old kindergarten in the biography element:

Stephen Mayne, age 45. Bcom (Melb). Stephen Mayne is a Walkley Award winning business journalist, shareholder advocate and a councillor at the City of Melbourne, where he chairs the Finance and Governance committee.

He has worked for Fairfax titles The Age and The Australian Financial Review and was the founder of Crikey.com, Australia's best-known independent ezine. He currently publishes the corporate governance ezine www.maynereport.com and was until recently Policy and Engagement Coordinator for the Australian Shareholders' Association.

His non-executive board experience includes 3 years on Manningham City Council, 16 months on the Australian Shareholders' Association board, the past two years on the City of Melbourne, 3 years on the Manningham Centre Association ($10m a year aged care service provider) and a year as President of the Yarra Valley Pre-School.

Mr Mayne is offering himself as a director who would bring direct media experience and a strong understanding of corporate governance to the board. He also strongly believes in Fairfax and its directors remaining independent of its competitors and political influences and vigorously asserting that independence through its products and corporate activity. In light of the poor returns to shareholders in recent years, Mr Mayne believes long serving Fairfax Media directors should be held accountable and retire.

If elected, Mr Mayne undertakes to work constructively and collegiately with the board and management team to maximise shareholder value in an environment of heightened governance and transparency.

And this is the platform component of what the CBA has agree to run:

Mr Mayne is standing for the CBA board on a governance platform in response to the concerns raised by the recent Senate Committee which called for a Royal Commission into the bank's financial advice division. Mr Mayne understands banking and was once Banking Reporter for The Age. He has been a long-time customer and shareholder of the bank and believes he could add value with his broad business knowledge and understanding of the media and political systems in Australia.

If elected, Mr Mayne undertakes to work constructively and collegiately with the board and management team to maximise shareholder in an environment of heightened governance and transparency.

After the appalling experience with AFIC's biased ballot paper last year (see p142 of this ASX announcement), the template nomination letter has been changed to incorporate the following request:

I trust that the position on the ballot paper will be determined by ballot and that the ballot paper will be constructed fairly without any partisan direction to shareholders by the board. Material outlining any board recommendations should only be contained in the separate notice of meeting and I ask you to look at the way AMP conducted its 2003 contested election as an example of best practice in ballot paper fairness.

Corporates now running director checks on external candidates

We haven't heard from Fairfax on this score but both CBA and Woolworths are looking to invoke one of the ASX's new guidelines in terms of vetting external candidates.

The AFR's Rear Window column had a taste of this issue today and this is how CBA spelt it out in an email:

Dear Mr Mayne,

This is to notify you that consequent upon your nomination for election to the Board of the Commonwealth Bank of Australia, it will be necessary for certain background checks to be undertaken.

This is consistent with the ASX Corporate Governance Principles, in particular Recommendation 1.2

The Bank instructs “Verify” to conduct these searches.

Verify will contact you directly by email to seek your consent for the following searches:

* 100 point identity check;

· * Bankruptcy;

· * APRA and ASIC banned/disqualified register; and

· * National Criminal History check.

Kind regards
CBA Executive

As a 25 year client of the CBA, you'd think they'd be okay with the old 100 points check.

ASX AGM to kick off main season

The ASX AGM on September 23 will be the season opener and if you're an ASA member you should read the voting intentions report. ASA is supporting all resolutions this year, after many years opposing remuneration issues.

For those concerned about governance, the ASX is arguably the most important listed stock in Australia.

For instance, it is completely within their powers to change the listing rules and introduce shareholder approval requirements for bidders in major takeover situations. This handy table prepared by Corrs shows just how out of step Australia is with the rest of the world on this issue.

Another important overall issue for ASX is the way every announcement on their platform is a locked PDF. Other markets such as the US mandate distribution of announcements through news-wire services.

If there isn't movement on issues likes these over the next 12 months, there may even be grounds for another run at the ASX board in 2015.

On the plus side, ASX has done well supporting the introduction of the ASX Onmarket Bookbuild service which more issuers should use because of the transparency and the way it broadens the potential pool of participants in a capital raising.

Tap into ASA's excellent research lists

Any retail investor worth their salt should be a member of the Australian Shareholders' Association and the value proposition has never been better.

The new ASA website has a growing list of interesting research lists, some of which are member-only behind the paywall. Here are a few favourites:

Longest serving ASX 200 directors

New CEOs who embrace write-offs

Biggest protest votes against directors in 2013

Measuring independent chairs for "skin in the game"

Capped SPPs which were then expanded

How retail investors do worse with separate bookbuilds

The 100 most important remuneration protest votes

31 examples of where retail investors gathered 100 signatures

ASA won't be continuing its recent practice of having voting intentions free on the website this season.

However, "subscribers" who merely give their details will get plenty of access so that's definitely worth doing.

And if you want to see all the research plus the full archive of AGM reports and voting recommendations since 2009, you really should become a member. Click here.

Will QBE do the right thing by retail investors and avoid a board tilt?

Waiting, waiting, waiting.

Tens of thousands of QBE shareholders have deluged the company with hundreds of millions of dollars worth of applications for its $15,000 Share Purchase Plan at $10.10 after a recent $650 million institutional placement.

The offer closed last Friday and still we haven't had a decision from the company on whether to lift the unfair $160 million cap.

If QBE does not lift its SPP to above $200 million and join this list of "cap lifters", they know I'll be standing for the board at the AGM in April next year. Every $1 million expansion in the SPP is collectively worth $180,000 to retail investors based on the current price so this is a big decision around dilution and the treatment of different classes of shareholders in capital raisings.

QBE has never had an external board candidate in its long and successful history, although Rene Rivkin did once launch a takeover bid. Those were the days.

Watch for the QBE SPP announcement here today.

Brickworks asked to stop making huge political donations

The following email was sent to the Brickworks company secretary yesterday:

Hi Iain,

This is just a quick note to request that Brickworks does not repeat the practice adopted by Brambles this year of distributing the notice of meeting for the AGM two weeks before nominations for the board had closed.

I'm considering running for the Brickworks board but won't know for sure until I have a date for the News Corp AGM, as was explained here.

On my reading of your constitution, nominations close on Monday, October 6 ahead of your November 25 AGM in Sydney. Could you confirm if that is correct.

Like many people, I was concerned to see the good Brickworks name dragged through the mud at those recent ICAC hearings over large political donations to the Liberal Party.

I am prepared to undertake not to stand for the board in 2014 if the board will undertake in writing that it will no longer use shareholder funds to make political donations.

If that is not possible, I would ask that the board agree not to censor my platform which included concerns over these excessive political donations.

Look forward to your response on these matters.

Kind regards

Stephen Mayne
Brickworks shareholder

A trip down memory lane on our Youtube channel

When The Mayne Report first launched in 2007 we were posting daily videos on our Youtube channel. Alas, the cost and time of in-house video production, plus the lack of any revenue, made this model unviable. Besides, daily videos wasn't necessarily the best way to campaign for better corporate governance through shareholder activism.

In the end, it made more sense to channel our efforts into appearing on mainstream media video platforms. People watch Q&A, The Business and The Project.

However, when you look back at all the video we've got spanning our own productions, one-off interviews, profiles or lengthy interviews such as Nine's Sunday program or ABC TV's Talking Heads, the regular spot on Sky's Business View and webcasts of AGMs, it turns out we've got a rather large library of material, some of which is now available on our Youtube channel.

Some of the playlists on our video site including the following:

11 rounds with Rupert Murdoch

A few rounds with the Millionaires at Macquarie Group

Bye bye Babcock & Brown

The pokies

Gender equity and media trustworthiness in Intelligence Squared debates

Skewering Col Allan on Channel Nine's Sunday program

Crikey yarns since last edition

We've agreed to produce at least 50 Crikey stories by Christmas, so why not take up the excellent value $15.90 a month subscription offer to keep abreast of developments.

So far, there have been the following two stories which are still behind the paywall.

As Crown heads to its AGM, plenty of questions to answer
Crikey, Monday, September 15, 2014

Eddie Obeid, Wesfarmers, dilutionary capital raisings and an Arrium debacle
Crikey, Thursday, September 18, 2014

Sign up for campaign and governance Tweets

Click on the image above to join about 22,000 followers on Twitter. We are regularly dropping out observations about journalism, politics, breaking stories, local government and shareholder activism.

From the member edition archive

The Mayne Report goes to almost 18,000 people but if you're a relatively new reader, here are some links to some of the more interesting email editions sent out over the past seven years.


We're back: inside a post-ASA election season blitz
Monday, September 15, 2014


Capital raisings, Ansell, IAG, Packer, pokies, Rich List, City of Melbourne and ASA update
Monday, December 23, 2013

Franking robbery, East West trust breach, BHP bonuses, John Gay and plenty more
Sunday, August 25, 2013

ASA policy paper, Kevin Andrews on the pokies, Senate preferences and much more
August 19, 2013

ASA, Billabong, Westfield, Newcrest, Shorten, Turnbull, pokies and then some
Monday, July 22, 2013

Rudd v Gillard, referendum, Labor sleaze, Clive Palmer, ASA, City of Melbourne and plenty more
Monday, June 24, 2013


Backing Rudd, Lachlan Murdoch, Bob Brown media debate, Manningham governance, Gunns, Darebin, Lend Lease and St Kilda AGM appearance
Monday, February 20, 2012

The OZ goes mad, Murdoch piracy, AFR, pokies double rate, Gina unfit for Ten, council super blowout, BoQ rip-off, power speech and AGM mini-season
Wednesday, April 4, 2012


Murdoch special, media inquiry, pokies, Manningham win, Zara, secretive Shortenite councillors and a Vodafone take-down
Thursday, September 15, 2011

Elected to ASA board, pokies, Rio, Santos, RHG, Hartigan, Manningham, capital raisings and Rich List
Thursday, May 19, 2011


Paperlinx, Packer, Murdoch, Manningham, pokies, Rich ex wives, foreign takeovers and much more
Saturday, October 23, 2010

DJs, legislate women on boards, ex Lib goes no pokies, preferences, Pratt-Shorten, Labor's debt, AG's report, Manningham council audio and then some
August 3, 2010

Director rankings, Rio, Westfield, New Matilda, MAP, Manningham, Paatsch, state election, Darebin, Moreland, rich list, pokies and much more
June 9, 2010

Political donations, Stokes, Westfield tower, Richard Colless, Manningham nursing home, state debt, Rich List, Grand Prix and more
February 23, 2010


Seven AGM, crazy Perth visit, Fairfax, Telstra, Transfield, capital raisings and much more
November 9, 2009

News Corp AGM, Packer, Fairfax, James Strong, Woolies, Eastern Golf, Kohler-Gatto and much more
October 20, 2009

Bad Bendigo, Mark Day, Manningham, pokies, NAB, Asciano, Rich List, Paladin, hostile EGMs and much more
September 15, 2009

Macquarie AGM, Melbourne's decline, Asciano EGM, capital raisings, Goyder's pokies, speeches, fire, AGM diary and much more
July 28, 2009

2008 as the GFC hit and before we got overloaded at Manningham

71% backing at Centro, $11bn backing at BHP and huge Qantas protest
November 28, 2008

Combank's $700m ABC Learning debacle
November 13, 2008

Computershare AGM, Seven wash-up, audio highlights and ABC Learning chair under pump at Lend Lease
November 11, 2008

Toll board skewered over $55m executive rort
October 30, 2008

Transurban shareholder revolution - chairman almost defeated
October 28, 2008

A huuuuge day for Australian corporate governance
October 22, 2008

Rupert's accountability dodge, Macquarie's Italian hit, Babcock funds revamp, pokieact.org and rich lists.
October 20, 2008

BHP and Woolies tilts, AFIC push on Stan Wallis, ASX-Kohler yarn and new Rich Listers
September 26, 2008

Risk Metrics nails Macquarie and Babcock
September 18, 2008

Macquarie videos, Stokes raid, new board tilt, Oz Minerals, share trading and much more
July 25, 2008

Hegarty Payout rolled, history is made
July 18, 2008

Great debate at the Babcock AGM
May 30, 2008

Our liveliest edition yet
Thursday, May 8, 2008

Burrows quits, Rupert, donations, long-serving directors and much more
January 31, 2008

Markets tumble, Rupert book deal, Centro, Rich List, Xenophon, AFR tips and our buying spree
January 17, 2008


Fortescue Metals AGM: time for Twiggy and FMG to grow up
Sunday, November 8, 2007, 10.30pm

How $5bn worth of votes backed us against Rupert's dodgy gerrymander
Saturday, 20 October, 2007, 7.20am

Mayne family news

School holidays start tonight and we're combining in with some long overdue work around the house so expect a bit of a lull on the tilt front until things really fire up from the beginning of October.

I just lodged the following motion on the East West Link for the September 30 council meeting so the school holidays will be a good opportunity to drag the kids into the chamber to watch some political fireworks up close. The motion currently reads as follows but may be amended on the night, depending on the views of officers and councillor colleagues:
That Council:

1. Resolves to write to the State Government and the short-listed consortium for the East West Link and reiterate the position adopted by the Future Melbourne Committee on July 8 (see p5 of the these minutes) that council opposes the signing of any binding contracts before the November 29 state election.

2. Requests officers to prepare a report for the October 27 council meeting summarising the key issues for City of Melbourne arising from the Supreme Court challenge to the East West link initiated by Moreland and Yarra and the state opposition's proposal to not proceed with the project even if binding contracts have been signed.

The second part may well be supported but the first part will be close and it may depend on whether a councillor is away, giving Lord Mayor Robert Doyle a casting vote if it is 5-5.

That's all for now.

Do ya best, Stephen Mayne

* The Mayne Report is an email newsletter and website which seeks to promote transparency and good governance in the corporate, political and media worlds. It is published by Stephen Mayne, the founder of Crikey.com, shareholder advocate and City of Melbourne councillor. To unsubscribe from this email list, click here.