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Mayne: Woolies, Rupert, Packer play corporate democracy game

For a boy who grew up in Toorak, you’ve got to hand it to Rupert Murdoch.

Whoever would have thought the almighty US Republican Party would end up having a rich kid from Toorak as its most powerful kingmaker, even to the point of publicly lecturing an endorsed presidential candidate about staff selection on Twitter.

While it is one thing for News Corp to create Fox News, a cable TV channel worth about $10 billion that operates as a propaganda vehicle for the political right, these jelly-backed Republicans should take a leaf out of Greg Hywood’s book and tell Rupert to butt out.

As the world’s biggest private employer of journalists in democracies, News Corp is meant to report politics, not dictate it. When it comes to corporate, political and media power, Australia really does have a unique place in the world and Rupert sits across the top having also gained unprecedented influence in Britain and the US.

For instance, during the Ron Walker years at Fairfax, the company was well and truly under the thumb of its biggest competitor. Big Ron would jump on board any industry initiative pushed by Rupert’s local toe-cutter, News Ltd executive chairman John Hartigan. The same would almost certainly happen if Gina Rinehart controlled Fairfax.

However, the current Fairfax directors, having appointed their first CEO in 20 years who understands the company’s proud independent heritage, have clearly decided to go in a different direction.

Hywood gave The Australian Financial Review a front-page scoop this morning when he not only declined to join the hysterical News Corp campaign against the Gillard government and any form of media regulation, but went onto the front foot by declaring:

We’re not about to sign a form letter penned by News Ltd to deal with the problem it created for the media industry in this country … it is Fairfax, not News Ltd, that stands for editorial independence in this market and everybody knows it.”

While Australia has the most concentrated corporate ownership system of any Western democracy, we are also blessed with some of the best democratic processes for controlling these corporates.

Rupert only gets away with monstrous abuses of power and excessive newspaper and pay-TV market dominance in Australia courtesy of his family’s News Corp voting gerrymander (owning 14% of the company with 40% of the votes) which no Australian-based and ASX-listed company could follow in 2012.

However, there are some other powerful Australian-based companies that are prepared to challenge our current rules around corporate democracy. Woolworths, News Ltd’s biggest private advertiser, is a classic example. It has the fattest margins of any grocery retailer in the world, courtesy of the unprecedented 80% market share between it and fellow duopolist Wesfarmers.

Woolworths has become the biggest category killer of all with very little opposition from News Ltd. Move into petrol? Sure. Even the world’s biggest oil company, Exxon Mobil, got crushed and exited the Australia petrol retailing space.

If Australians really are the world’s biggest gamblers, then why shouldn’t Woolworths snap up 13,000 poker machines and fleece punters of more than $500 million a year?

When used to steam-rolling anyone who gets in the way, it was not at all surprising that Woolworths went to the Federal Court this week to stop GetUp! calling an EGM that would mandate a move to $1 maximum bets across its poker machine empire by 2016. This court move is a direct challenge to Australian law and the ASX listing rules.

Unfortunately for Woolworths, the move has so far only served to generate lots of publicity — with the exception of the major News Ltd print publications — informing more shoppers that “the fresh food people” are also Australia’s biggest poker machine operator.

After GetUp! boss Simon Sheikh flew to pokies-free Perth last week for a meeting with Wesfarmers CEO Richard Goyder, Woolworths is also in danger of being gazumped by its chief competitor, which is far more amenable to embracing $1 maximum bets.

The Woolworths court action will also trigger a debate about shareholder democracy and whether 100 small shareholders or the owner of just 5% of a company should be able to call an EGM.

Echo Entertainment Group certainly took a very different approach when James Packer’s Crown Ltd lodged a requisition notice for an EGM to remove chairman John Story and install former Victorian premier Jeff Kennett as an “independent director” (for more on that, see last night’s Greg Hoy story on 7.30).

The Echo directors, who are arguably far too amenable to James Packer’s demands, didn’t delay making an announcement or launch a court challenge. The ASX was informed on the same day the requisition landed and the date was set the following the day.

While David Jones is getting beaten up for excessive disclosure of a mirage private equity bid, Woolworths still hasn’t made an ASX announcement confirming that shareholders have legally requisitioned the first hostile EGM in its long history. Instead, the company is wasting shareholder funds on spurious legal challenges while also contacting the individual 257 requisitioners attempting to change their minds.

This sort of approach to corporate democracy is what you’d expect from sharp operators such as News Corp, which failed in its legal challenge against my popular 2007 AGM shareholder resolution to have the dual class voting system unwound.

Having initiated Federal Court action to prevent shareholder democracy playing out, surely the ASX will require formal market disclosure from Woolworths. As a Woolworths shareholder, I’ve lodged a request with the company and the ASX to this effect. Keep an eye out for ASX announcements by Woolworths this afternoon.

And wouldn’t it be nice if News Ltd gave Woolies a little prod in this direction, while also belatedly covering the broader issue of the retailing behemoth dominating the pokies and grog markets?

7
  • 1
    barfiller
    Posted Thursday, 5 July 2012 at 1:57 pm | Permalink

    Having initiated Federal Court action to prevent shareholder democracy playing out, surely the ASX will …”
    Our production editor many years ago used to call this construction ‘backwards run the sentences’. It so often ends up involving a dangling or misplaced modifier.

  • 2
    Mack the Knife
    Posted Thursday, 5 July 2012 at 3:36 pm | Permalink

    And in Great Britain Woolworths went bankrupt

  • 3
    Mike Smith
    Posted Thursday, 5 July 2012 at 3:45 pm | Permalink

    Woolworths learn about Streisand effect. Is it too late to acquire shares to vote in the EGM? Don’t think GetUp have mentioned this.

  • 4
    lorraine benham
    Posted Thursday, 5 July 2012 at 4:19 pm | Permalink

    GetUp has sent out an email requesting donations to fund their court costs in fighting Woolworths bid to stop the EGM. Not everyone can grab Woolworth shares, but a goodly number of people who are not yet members of Getup can join them and add their modest donation to the GetUp coffers to stop Woollies in their tracks.

  • 5
    odonovan grainne
    Posted Friday, 6 July 2012 at 1:34 am | Permalink

    Nice work, Woolworths. What a way to undermine your expensive new advertising campaign to lift your corporate profile!

    Pokies machine business is predatory. At present, Woolworths is the biggest Australian pokies predator of them all.

  • 6
    Balt
    Posted Friday, 6 July 2012 at 12:03 pm | Permalink

    Its quiet simple really - do not shop at and tell all your friends not to shop at Woolworths

  • 7
    Mike Smith
    Posted Friday, 6 July 2012 at 12:54 pm | Permalink

    @Balt: Which is what I put on G+ and FB. If Woolies run a SLAPP campaign they deserve to get hurt.

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