After James Packer blazed the trail and demonstrated how a full-on media campaign, combined with the calling of an extraordinary general meeting, can destabilise a public company, activist group GetUp! has followed in his footsteps by calling an EGM of Woolworths shareholders.
However, while billionaire Packer used the tactic against Echo Entertainment Group to try and further his casino gambling interests, GetUp! is seeking a completely contrary outcome by forcing Woolworths to embrace the $1 maximum bets on poker machines recommended by the Productivity Commission.
While listed companies themselves regularly call EGMs to approve share placements and equity incentive deals for CEOs, it is rare for external parties to gather up the necessary 100 signatures from small shareholders or secure support from interests who represent more than 5% of the shares on issue.
GetUp! claims to have more than 200 signatories so Woolworths will have no option but to respond within 21 days and then call an EGM with at least 28 days notice. They could quite easily get on with it and call shareholders together for a vote in the last week of July, four months before the scheduled AGM on November 22 in Senator Nick Xenophon’s home town of Adelaide.
Melbourne would be the most appropriate city to stage such an EGM given it has the highest concentration of Woolworths poker machines and has only received one AGM visit from the company in the past decade.
Deciding the time and venue for such a meeting is entirely at the board’s discretion. Echo was apparently considering forcing Jeff Kennett and Packer to run the gauntlet of a parochial Queensland crowd at Jupiters on the Gold Coast.
Maybe the directors will let pokies-free Perth enjoy its first Woolworths shareholder meeting. There is also nothing stopping the meeting from being held in the tiny Tasmanian town of Penguin, the home of new CEO Grant O’Brien.
Rather than exploring venues, Woolworths is instead already running a cost argument for delaying GetUp!’s EGM petition. A company spokesman told Richard Willingham: ”The AGM, which is just a few months away, is the appropriate forum and would avoid the unnecessary and considerable cost to our 432,000 shareholders for staging an extraordinary general meeting.”
Echo Entertainment never tried this tactic with Packer. Instead, the board effectively negotiated away the EGM by rolling chairman John Storey.
Woolworths, which is the largest pokies operator in Australia, could always enter into negotiation with GetUp! on reforms that reduce the social damage caused by the $500 million-plus that punters lose playing its 13,000 high-intensity poker machines each year.
Australia has the most concentrated grocery duopoly in the world, but Woolworths enjoys a huge lead over its key competitor Wesfarmers in the liquor, hotels and poker machines markets. Wesfarmers acquired about 3000 pokies when it overpaid for Coles in 2008 but the company is based in Perth where only low-intensity poker machines are allowed, and at one single venue, Packer’s Burswood Casino.
Wesfarmers has also taken a completely different approach to Woolworths when it comes to reaching out to critics and adjusting operating settings at its venues. Indeed, company executives are apparently meeting in Perth with representatives of GetUp! today.
Woolworths shareholders have raised concerns about the company’s giant pokies operation ever since former CEO Roger Corbett teamed with pokies billionaire Bruce Mathieson to buy the old Foster’s hotels business ALH for about $1.4 billion in 2004.
I ran for the board on an anti-pokies platform at the 2006 and 2010 AGMs.
In 2007, then CEO Michael Luscombe made the following extraordinary claim at the AGM: ”A recent study that I’ve seen - in fact, two studies - also said that problem gambling is not purely associated with electronic gaming machines. Equally, it applies to those that buy lottery tickets, wager on horses, and gamble in casinos. The percentages of problem gamblers are exactly the same.”
Actually, poker machines are the cause of more than 80% of problem gambling issues in Australia.
In 2009, Senator Xenophon teamed with anti-pokies campaigner Paul Bendat to gather the necessary 100 signatures for what is called a S249P statement calling for Woolworths to get out of the poker machine business. This was a 2001 amendment to the Corporations Act, which forced companies to distribute a statement of up to 1000 words to all members attached to the notice of meeting.
While the Xenophon statement caused the Woolies pokies business to become the dominant topic debated at the 2009 AGM, there was no attached resolution to vote on.
That is where the GetUp! proposal is difficult. Shareholders are being asked to formally mandate that Woolworths completely transition to machines with $1 maximum bets by 2016. This is what the Productivity Commission recommended and what Senator Xenophon, Andrew Wilkie and the Greens are all now unanimously supporting.
While Clubs NSW is regarded as the most intransigent players in this debate, it will be very interesting to see whether Woolworths or Wesfarmers makes a bold move in this direction over the coming weeks.