Shareholder Activist, Crikey Foun Publisher www.maynereport.com Stephen Mayne Stephen Mayne
Dec 28, 2015
Shareholder Activist, Crikey Founder, Publisher www.maynereport.com
Stephen MayneStephen Mayne
• “Do you set out to be offensive or it is just natural?”
- Kerry Packer, PBL AGM, 2000.
• “That’s the first time anyone’s ever interrupted our AGM – I’ll get you later.” – Gerry Harvey, Harvey Norman AGM, 2001.
• “As you know Mr Mayne, I don’t subscribe to your rubbish” - Solly Lew, Coles Myer AGM, 2002.
• “You’re free to fire me any time, Mr Mayne” – Rupert Murdoch, News Corp AGM, 2004.
• “What are you going to bring up next, the assault charge?” – John Singleton, STW AGM, 2005.
• “People like Stephen Mayne don’t deserve a place in society.” – Alan Jones, 2005.
Popular as EverPopular as Ever
Woolworths, 2000: 54.74% NRMA, 2000: 45.59% CommBank, 2000: 39.71% AMP, 2000: 33.89% WA News, 2000: 28.41% John Fairfax, 2001: 20.58% ASX, 2002: 18.70% MacBank, 2006: 15.49% Gunns, 2005: 14.70% Telstra, 2000: 14.65% ASX, 2000: 13.52% News Corp, 2002: 12.89% David Jones, 2000: 11.46% AMP, 2003: 11.41%
PMP, 2001: 11.24% ASX, 2001: 10.69% NRMA, 2001: 10.61% Telstra, 2006: 9.53% NAB, 2000: 9.14% Fairfax, 2005: 7.85% Spotless, 2001: 7.69% Telstra, 2001: 4.7% SBC, 2001: 3.85% Woolworths, 2006: 3.00% Axa, 2001: 1.1% Westfield, 2000: 0.37%
Average, 2000-08: 15.44%
29 Failed Board Tilts29 Failed Board Tilts
President Doncaster Chess Club 1988 (unopposed)
Kennett’s seat of Burwood 1999 (6.7%, 3rd of 5)
Melbourne Lord Mayor 2001 (2.5%, 13th of 19)
RACV 2002 (7.54%, 4th of 6)
Melbourne Press Club 2002 (17th and last)
Copyright Agency Ltd 2002 (19.5%, 3rd of 4)
RACV 2005 (4th of 4, 14.5%,)
President local kinder 2005 (unopposed)
Wife elected to $2bn RACV board 2006 (beat 5 old blokes)
Victorian election 2006 (1.33%, only beat DLP)
Costello’s seat 2007 (1.95%, 4th of 8)
Other failures and three winsOther failures and three wins
2008: Centro, MFS, Allco, ABC Learning, various finance and property companies.
How will regulators respond?
2001: HIH, Pasminco, One-tel, Ansett
Regulatory response focused on audit independence, remuneration and continuous disclosure.
Current governance debaclesCurrent governance debacles
• Long-serving CEO with big ego• Identical board on parent and trust• Mis-classification of debt• Trust debt not consolidated• Opaque structure difficult to understand• Cross-collatoral obligations• Management and staff highly geared into stock• Paid too much for US assets• Too much short term debt
Centro - what went wrong?Centro - what went wrong?
• Founder CEO with big ego – King and Adams
• No majority of independent directors
• Under-statement of debts
• Cross-collatoral obligations with funds
• Executives highly geared into stock
• Paid too much for assets – Mirage, Stella
• Used investments raised through planners to fund own projects – Prime Income Fund
• Too many related party transactions
MFS - what went wrong?MFS - what went wrong?
• Mis-classification of debt
• Executives over-geared into stock
• Founder/exec chair with strong personality
• No majority of independent directors
• Business model relied on related transactions
• Paid too much for assets
• Run like a private company
• Structure too complex
Allco - what went wrong?Allco - what went wrong?
• Strong-willed founder still CEO
• 3 executives on board
• no majority independents – Austock, pollies
• Too many related party deals – Zullo, debt
• Paid too much for offshore assets
• Board highly geared into stock – inc Ryan
• Accounting all over the place
• Two thirds of claimed assets goodwill
ABC Learning - what gives?ABC Learning - what gives?
• City Pacific – restated accounts plus defo attack
• AWB – lack of NED accountability and farmer control
• NAB forex – accountability worked well
• Macquarie Fortress – distributions and buybacks
• News Corp – Sir Rod and poison pill
• Timbercorp AGM – excellent debate
• ASIC jail record – 17 last year woeful
Others worth a mentionOthers worth a mention
• Nick Sherry minister for corporate governance
• Stephen Conroy a passionate advocate
• Industry funds big influence
• Reversed proposed cut to ASIC budget
• ASX regulatory role to be separated
• Reform of AGM and executive pay coming
• Accounting standards into corps law?
• Disclosure of institutional voting
Rudd and governanceRudd and governance
• De-couple formal voting from physical gathering
• Eliminate dead rubber effect – debate after voting
• Attendances down and debate woeful
• Chairs hate formalities – waste time
• Analysts and instos don’t come – left to oddballs
• Need shareholders to put up resolutions directly
• Protocol on which directors should speak
• Evening AGMs should be explored more
Reforming the AGMReforming the AGM
• Big issue for internal audit – need to be all over it• Corps Law allows much to remain hidden• Eddie Groves’ $100m in deals with brother-in-law• No liquor sales disclosure when Coles and
Southcorp had Rick Allert as common chairman• Conflicted service providers are creeping back – ie
Austock chairman on ABC Learning board• Mark Burrows conflict at Fairfax - vs RACV• Vital for audit committee to be pristine – can’t have
Wollongong Council situation
Related party transactionsRelated party transactions
• Lots of board and exec benefits don’t get
disclosed – important internal audit scrutinises
• Cost of chairman’s office – 300k at Qantas
• Who looks at CEO and chair expenses – Ross
Turnbull syndrome at NRMA.
• Internal audit need a big role in this – can’t be
left solely to chairman or audit committee
Auditing of executive perksAuditing of executive perks
• Strong sense of ethics
• Desire to be at the nerve centre of a company
• Keep professional distance from board and CEO
• An ability to ask hard questions
• Better if in-house but career path questions
• Determination to do the right thing
• Persistence and self-belief
Personality of an internalPersonality of an internalauditorauditor
• Diane Grady was right this morning
• Should be at least two or zero on boards/committees
• Domineering blokes so often the problem
• RACV example – members produced 2 extra directors
• Break down the same sex schools
• Old boys club alive and well – 14 double dippers
• Leaders include Catherine Livingstone, Margaret
Jackson, Linda Nichols – all financial background
The gender challengeThe gender challenge
• Internal audit never out-sourced
• Name your own budget – resources grow with biz
• 4 person audit committee – 10 attend meetings
• Management attends for part of meetings
• 4-6 meetings a year
• Strong but subtle culture in internal audit
• Career path through to CFO
• Ensure relationships remain arms length
Dream audit processDream audit process
• Paying the regulator – goes to core of governance
• World’s largest source of political scandal
• Rudd flagged reform last night: $1000 threshhold,
foreign ban and cap on individual donations.
• Other issues: timing, cash for access, balance sheets,
Hanson-style profits, disclose spending, cap on
spending, union gerrymander, public funding
• We deserve better than the world’s weakest system –
Faulkner, Rudd and Wollongong the key
Campaign finance reformCampaign finance reform