Dear Mayne Report readers,
Greetings for the first time since our last bumper email edition
on September 19. If you'd rather not receive these occasional email newsletters, click here
We've now got a clear picture of the AGM schedule through until Christmas, with tomorrow's Fairfax AGM being the first of five public company tilts.
The only problem is that the better half is reluctant to endorse much of a campaign or travel budget. And the beloved must be obeyed!
Rupert Murdoch awaits in Los Angeles next week with a double header courtesy of the 21st Century Fox AGM
on November 12 followed by the first News Corp AGM
in two years on November 13. I'm itching to be there.
Such a trip will cost about $2500 all up, including flights, child care, accommodation and transfers. It's been three years since we last engaged with Rupert in the Zantuck Theatre at Fox Studio and we reckon that was worth the effort as this piece
in The Drum
This Crikey story
on Monday tracking the outrageous $600m+ in salaries that the Murdochs have extracted from their captive shareholders since 1998 also highlights one of the many issues that investors should be raising with the world's most powerful family.
We've had a dozen AGM engagements
with Rupert over the years and would love your assistance to help facilitate the first two day AGM opportunity the controversial 83-year-old media mogul has offered up.
Donate to get us to a showdown with Rupert
The Mayne Report
has wracked up losses of more than $300,000 since we launched in October 2007, but shareholder activism and transparency remains as important as ever.
If you fancy giving us a hand to attend back-to-back Rupert AGMs in LA next week, just click on the image below:
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Please don't donate if you are in any way involved in property development issues in the City of Melbourne and anyone who contributes more than $200 will be sorted out with a Crikey subscription through until Christmas. I've committed to produce another 35 Crikey stories by year end so there's a lot of coverage to come on the AGM season and the Victorian election. (See below of links to 15 recent Crikey stories.)
If we don't raise enough funds and don't make it to LA, all donations will be refunded on request.
An eventful AGM season so far with Cabcharge the biggest focus
Exiting the ASA in September has freed up some time to attend a range of interesting AGMs so far this season but the real action will start tomorrow with the Fairfax Media AGM at the RACV from 10.30am.
I've spent more time on the Cabcharge board tilt than any other so far this season as there is a genuine opportunity to help deliver long-overdue governance reforms at that company. Here's the Cabcharge notice of meeting
and it was good to see there was no censorship of the platform.
The ASA is recommending
against new Cabcharge director Rodney Gilmour because his is not independent, having worked as a consultant on Cabcharge PR issues for the past three years. ASA is also undecided on how it will vote its stock on chairman Russell Balding's re-election and they will be abstaining on my nomination, which is a consistent board-determined position across all 5 tilts.
I've requested a meeting with Mr Balding to discuss the nomination and believe there is significant value to be added by expediting governance and cultural reform at the company after the passing of founder and executive chairman Reg Kermode earlier this year.
Institutional investors have long been protesting at Cabcharge as the following summary of AGM outcomes demonstrates:
2013 AGM results
: 45% against remuneration report and 26% against director Donn McMichael.
2012 AGM results
: 12% against Reg Kermode, 22% against Neill Ford and 39.8% against the remuneration report.
2011 AGM results
: directors Ian Armstrong, Russell Balding and Philip Frenet re-elected. Only material protest was 18% against Mr Frenet and a lesser 5.7% against Ian Armstrong. 40% protest against remuneration report.
2010 AGM results
: 38% against Peter Hyer, 37.5% against Donn McMichael and 37.5% against Kua Hong Pak. Remuneration report was opposed by 48.5%.
2009 AGM results
: strong support for Reg Kermode and Neville Wran, but a 9% protest against Neill Ford, who now chairs the powerful Governance Committee despite not being an independent director. Again, the remuneration report was opposed by a hefty 45%.
2008 AGM results
: Ian Armstrong comfortably elected, Donn McMichael suffered a 6% protest and Philip Franet 9%. Remuneration report opposed by 39.5%.
2007 AGM results
10% protest votes against Peter Hyer, Neill Ford and the rem report and 7% against a Singaporean representative of Cabcharge's bus joint venture partner.
2006 AGM results
the last time Cabcharge had a well supported AGM. Biggest protest just 2% against Reg Kermode.
2005 AGM results
6 per cent against remuneration report, 18% against Philip Franet and 17% against Donn McMichael.
2004 AGM results
no against vote above 1m shares in the final AGM before remuneration report voting began.
Cabcharge needs governance reform and my pitch to the proxy advisers and institutional investors is that I'm well placed to help deliver that in a constructive and collegiate way.Governance track record at the City of Melbourne
We've just passed the half way mark of a 4 year term at the City of Melbourne where I've been serving as Chair of the Finance and Governance Committee and deputy chair of the Planning Committee. It has been fabulous working with a great group of councillors and officers who have all been fully on board the governance reform program. Here is a summary of some of the initiatives which have been successfully implemented with minimal discord or disagreement:
A public commitment to transparency
After 6 months of intense work immediately following the October 2012 election, we adopted this 4 year council plan
which included key commitments to transparency in goal 8 starting on page 32
. The most important was that we strive to be "one of the most transparent councils in Australia". This has underpinned all that has followed, including initiatives such as Melbourne's open data platform
.Audio of council meetings and public questions
Audio recordings of council and committee meetings are now available, along with an increased opportunity for public questions at the twice monthly committee meetings. See this report
plus the original audio motion
from Cr Rohan Leppert, who has been an excellent deputy chair of the Finance and Governance Committee supporting a wide range of transparency measures.Melbourne rejoined peak body
After three years out in the cold, this motion
immediately after the election returned City of Melbourne as a financial member of the sector's peak body, the Municipal Association of Victoria. It was unanimously supported and Melbourne is no longer the odd council out. It has given us an opportunity to put up a range of transparency motions at various MAV State Councils, which have run into surprising resistance in some quarters.
More devolved power with decisions made in public
A majority of councillors supported a governance change where the full council, rather than the Lord Mayor, determined portfolio allocations. Extension of time with senior management
The weekly management briefing of councillors was extended from 60 minutes to 90 minutes to allow more discussion on important issues.Expanding the audit committee
Expanded the audit committee from 5 to 7 with the independents expanding from 3 to 4 and a 3rd councillor also joining.Tenders determined in open sessions
Changed the default position on tenders to being done in open session rather than closed confidential sessions. This helped almost halve the number of confidential items from almost 40% in the previous council to less than 25% currently. See this example of a recent agenda
with three public tender decisions.Disclosure of full contract with state government land swap
Council pushed for maximum transparency
in managing the delicate issue of being a planning authority and recent successful bidder for a $76 million property adjacent to the Queen Victoria Market.Unprecedented community panel advising on 10 year plan
Council is embarking on a world first community consultation process
around our inaugural 10 year financial plan which John Brumby's former chief of staff Nicholas Rees summarised as follows
in The Age
recently. The results will be through in the next few weeks.
Leveraging council's position in the state election
Suggested council formally write to all parties in the state election on important matters, which resulted in this management report
outlining 15 key issues for candidates in the state seat of Melbourne.A more transparent State Planning processPersuaded
the state Planning Minister to publicly release
his departmental advice on 70 different major applications
in the City of Melbourne where he was the responsible authority. See Crikey explanation.Better disclosure of remuneration arrangements for senior officers
Here is the motion
calling for increased disclosure of senior officer contractual arrangements and you can see the results on page 76 of the 2013-14 annual report. Disclosure of City of Melbourne's lease register
The major new disclosure piece in the 2013-14 budget was achieved through this motion
calling for disclosure of our lease register. See pages 129-134
of the 2012-13 annual report. Also see this story
in The Age.Disclosure of major service contracts above $1 million
Here is the motion
from February 2014 and here is the newly produced public register
of our biggest service contracts.Not too proud to learn from Sydney
Suggested and then participated in a two day visit to the City of Sydney last year to learn about a comparable capital city council. Was an invaluable exercise. See council report.Pushed for higher developer contributions
After learning about Sydney's huge developer contributions revenues, won support for a request
to the Minister for Melbourne to lifts our modest revenue from this source and requested public release
of data which confirmed the low tax nature of Melbourne's development approvals regime.Disclosure of 20 most valuable land and building valuations
Another disclosure innovation which can be seen on page 163 of the 2012-13 annual report
. Disappointed the MAV rejected a motion calling for all councils to follow suit.Changes to board appointments process
We changed the way directors are appointed to subsidiaries so that councillors would be less involved and the process made more transparent, including the requirement to advertise and use a recruitment firm when making major changes. See council report.Changes to expenses guidelines
Worked with officers on changes to these councillor expenses guidelines
which lowered the overall cost of expense claims to council.Faster minutes and longer notice period of meetings for public
Moved this motion
which provided greater certainty over agenda time tables, less late motions and faster minutes.Officers must accompany councillors to meetings with developers
Whilst not a formal council resolution, secured internal agreement to a new planning protocol which requires a planning officer to attend any meeting between a councillor and a developer. See 3.7 in the updated Councillor Code of Conduct.Don't clog up the agenda with mundane items of business
Ended the system where the mundane task of approving supplementary rates assessments was a separate item each month for committee to determine in open session. Here's the meeting
where the change was made.Reduced discretionary budget
Councillors were spending more than $500,000 a year from a discretionary budget, largely determined in confidential sessions. This is not good governance and has been cut to $300,000 per year.Supporting unpopular State Government council governance reforms
When the sector was complaining about a range of State Government governance reforms, offered support and proposed additional reforms in this notice of motion.
It's a shame these changes didn't get through the Parliament, partly courtesy of Geoff Shaw.
Funding vehicle for Queen Victoria Market renewal
After the public announcement of a spend of up to $250 million on the Queen Victoria Market renewal, pushed for
the establishment of a dedicated fund to provide some discipline and visibility around the funding challenge.Online register of conflict of interest declarations
Seconded Cr Foster's proposal
to disclose which issues councillors declare conflicts on.
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 directorsNew CEOs who embrace write-offsBiggest protest votes against directors in 2013Measuring independent chairs for "skin in the game"Capped SPPs which were then expandedHow retail investors do worse with separate bookbuildsThe 100 most important remuneration protest votes31 examples of where retail investors gathered 100 signatures
ASA hasn't been following recent practice of having voting intentions free on the website this season. However, "subscribers" who merely give their details 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.Crikey yarns since last editionPost ASA, I've committed to produce 50 Crikey stories in the December quarter and have so far served up about 15. They all become unlocked after 21 days, but the monthly subscription at $15.90 is excellent value if you're not currently a subscriber. Here is the flood of stories that have appeared in Crikey since our last edition:Time for Max to face his own axe at Southern Cross AGM
Crikey, Tuesday, October 7, 2014Gina the wildcard at Fairfax AGM
Crikey, Wednesday, October 8, 2014Transurban out-plays Labor and Liberal in Victoria
Crikey, Friday, October 10, 2014A guide to the major media company AGMs
Crikey, Monday, October 13, 2014Companies for old men: the codgers who won't let of their board seats
Crikey, Tuesday, October 14, 2014Explaining City of Melbourne's $76m property splash
Crikey, Wednesday, October 15, 2014Why is The OZ spinning for overpaid and underworked Gina Rinehart?
Crikey, Tuesday, October 21, 2014Why the Senate should not abolish 100 signature rule for EGMs
Crikey, Wednesday, October 22, 2014Naming and shaming Victoria's most secretive councils
Crikey, Thursday, October 23, 2014Labor victory would give CFMEU keys to the kingdom
Crikey, Monday, October 27, 2014Director protests overtaking remuneration reports
Crikey, Wednesday, October 29, 2014 How Sydney and Melbourne do central city planning so differently
Crikey, Thursday, October 30, 2014Revealed: Murdoch salaries top $600m from News Corp
Crikey, Monday, November 3, 2014A full history lesson on Packer, Crown and Victorian Labor
Crikey, Tuesday, November 4, 2014Sign up for campaign and governance Tweets
Click on the image above to join more than 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 archiveThe 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.
Tilts, Fairfax, CBA, Brickworks, Albert Park, ASX, Woolies, pokies and Crown
Friday, September 19, 2014We're back: inside a post-ASA election season blitz
Monday, September 15, 20142013Capital raisings, Ansell, IAG, Packer, pokies, Rich List, City of Melbourne and ASA update
Monday, December 23, 2013Franking robbery, East West trust breach, BHP bonuses, John Gay and plenty more
Sunday, August 25, 2013ASA policy paper, Kevin Andrews on the pokies, Senate preferences and much more
August 19, 2013ASA, Billabong, Westfield, Newcrest, Shorten, Turnbull, pokies and then some
Monday, July 22, 2013Rudd v Gillard, referendum, Labor sleaze, Clive Palmer, ASA, City of Melbourne and plenty more
Monday, June 24, 20132012
Backing Rudd, Lachlan Murdoch, Bob Brown media debate, Manningham governance, Gunns, Darebin, Lend Lease and St Kilda AGM appearance
Monday, February 20, 2012The 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, 20122011
Murdoch special, media inquiry, pokies, Manningham win, Zara, secretive Shortenite councillors and a Vodafone take-down
Thursday, September 15, 2011Elected to ASA board, pokies, Rio, Santos, RHG, Hartigan, Manningham, capital raisings and Rich List
Thursday, May 19, 2011
2010Paperlinx, 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, 2010Director rankings, Rio, Westfield, New Matilda, MAP, Manningham, Paatsch, state election, Darebin, Moreland, rich list, pokies and much more
June 9, 2010Political 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, 2009News Corp AGM, Packer, Fairfax, James Strong, Woolies, Eastern Golf, Kohler-Gatto and much more
October 20, 2009Bad Bendigo, Mark Day, Manningham, pokies, NAB, Asciano, Rich List, Paladin, hostile EGMs and much more
September 15, 2009Macquarie AGM, Melbourne's decline, Asciano EGM, capital raisings, Goyder's pokies, speeches, fire, AGM diary and much more
July 28, 20092008 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, 2008Combank's $700m ABC Learning debacle
November 13, 2008Computershare AGM, Seven wash-up, audio highlights and ABC Learning chair under pump at Lend Lease
November 11, 2008Toll board skewered over $55m executive rort
October 30, 2008Transurban shareholder revolution - chairman almost defeated
October 28, 2008A huuuuge day for Australian corporate governance
October 22, 2008Rupert's accountability dodge, Macquarie's Italian hit, Babcock funds revamp, pokieact.org and rich lists.
October 20, 2008BHP and Woolies tilts, AFIC push on Stan Wallis, ASX-Kohler yarn and new Rich Listers
September 26, 2008Risk Metrics nails Macquarie and Babcock
September 18, 2008Macquarie videos, Stokes raid, new board tilt, Oz Minerals, share trading and much more
July 25, 2008Hegarty Payout rolled, history is made
July 18, 2008Great debate at the Babcock AGM
May 30, 2008Our liveliest edition yet
Thursday, May 8, 2008Burrows 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, 20082007
Fortescue Metals AGM: time for Twiggy and FMG to grow up
Sunday, November 8, 2007, 10.30pmHow $5bn worth of votes backed us against Rupert's dodgy gerrymander
Saturday, 20 October, 2007, 7.20amMayne family news
We had all the Melbourne-based cousins over yesterday for a relaxing Cup Day at home with the kids. Lots of fun and, as usual with Alice, the hose came out and everyone got soaked on the trampoline.
Laura is up in Queensland on a school music camp which somehow includes a visit to Dreamworld.
We've recently added a new family member, our wonderful Labradoodle Daisy, who the kids just adore, although it is bit like the early days with the kids with Daisy demanding to be fed at 5am each morning! We're not exactly the masters of dog training but have just signed up for the dog obedience course which will help.
Philip loves playing catch on the trampoline with me feeding tennis balls from the driveway and we've now got Daisy fetching the balls, but just have to make sure there's no jumping when she's under the trampoline.
Philip has just turned 10 and is a big strong boy who is doing well at shot put and discus at Little Athletics this season, but is taking a break from basketball.
The girls are both in a Sunday morning tennis team together so there is no excuse not to crank up the tennis. Having overdone the tennis as a kid, I've probably gone a little too far the other way.
Paula is a great and was pleased with the outcome of the recent RACV board elections. After a big Derby and Cup Day double with my English cousin Chris Stedman
last year, we took it a bit easier this year.
The family really should be cranking up the interest in racing after another English cousin, Dr Richard Newland, delivered quite a fairy tale earlier this year when he trained the winner of the Grand National, arguably the most famous jumps race in the world. Check out the BBC coverage.
Compared to all that, we're the boring members of the family Down Under!
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.