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Jan 19, 2016

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Now that Steven Lowy has replaced Frank Lowy as chairman of the Football Federation of Australia, it will be interesting to see how the powerful billionaire family handles board succession issues at the upcoming AGMs of Westfield Corporation and Scentre Group.

As with other powerful families such as the Murdochs and the Packers, the Lowys like to be in full control of their destiny.

After the controversies of Australia’s failed World Cup bid, it was important for the family to have a friendly succession plan at the FFA, and it doesn’t get any friendlier than being succeeded by your own son. Don’t expect any moves by Steven Lowy to paint the previous FFA chairman black, as so often happens when regime change takes place.

The same applies at Scentre Group, the listed Australasian arm of the global Westfield shopping centre empire, which the Lowys have brilliantly built over the past 55 years.

Despite being 83 at the time, Frank Lowy installed himself as chairman of Scentre Group when it was created in June 2014, after a highly controversial related-party transaction with the Frank-chaired parent company, which is now called Westfield Corporation.

However, after his tumble off the stage at the FFA presentation ceremony in May last year, Frank underwent surgery in July and then clearly decided to slow down.

He departed as FFA chairman after the AGM in November 2015 and announced in October last year that he would retire as Scentre Group chairman at the May 2016 AGM.

Dick Warburton and Steven Lowy are the two Scentre Group directors likely to be up for re-election in coming weeks.

Warburton was the controversial independent chairman of Westfield Retail Trust who adjourned the scheme meeting in May 2014 when shareholders had rejected the proposed restructure. It was narrowly approved a month later after a ferocious lobbying campaign by the Lowy camp.

Warburton is also the 76-year-old climate sceptic who Tony Abbott hired to review Australia’s Renewable Energy Target. He recommended the target be slashed, something the government has not done.

Is deposed chairman Dick Warburton really going to seek another three-year term on the Scentre Group board? We’ll know in a few weeks.

There will also be questions about the re-election of Steven Lowy.

Given that Steven is joint CEO of Westfield Corporation along with his brother Peter Lowy, should he be serving on the now completely un-related Scentre Group board where the Lowy family only owns a 4% stake? And does he have the time to be the volunteer FFA chair, co-CEO of a global shopping centre business on $14 million a year and a non-executive director of Scentre Group?

Once Frank retires from the Scentre Group board, his successor as chair, Brian Schwartz, will be the only other common director with Westfield Corporation, along with Steven Lowy. Interestingly, Brian Schwartz was also the long-serving deputy chairman of the FFA who shepherded through the baton change from Frank to Steven. Will Schwartz be an independent chair of Scentre Group? He claims to be and it looks that way on paper, but he certainly has been a close associate of the Lowy family through Westfield, soccer and his past role as CEO of Ernst & Young, the long-time auditors of various Westfield entities.

One area for improvement that Schwartz could focus on is gender equity, something the Lowys have lagged at over the years. Only one of the eight Scentre Group directors are female — and the ratios are even worse at Westfield Corporation, with one out of 12.

Rather than putting Warburton up for another term at Scentre Group, it would be better if a new female director could be found.

Over at Westfield Corporation, the obvious first question for 85-year-old chairman Frank Lowy at the May AGM will be whether he intends to stand again when his three-year term expires at the 2017 AGM.

If he’s off FFA and Scentre Group, why stick around at Westfield Corporation?

Similarly, why is Schwartz still on the Westfield Corporation board when he is going to be the independent chairman of Scentre Group? When Rupert Murdoch demerged News Corp from 21st Century Fox, the independent directors had to decide which way they would go, as none stayed on both boards.

It will be interesting to see which directors Westfield Corporation puts up for election.

Last year, it was only two directors — Michael Gutman and Don Kingsborough — when normally it has to be one-third of the board. This is because the Westfield constitution only requires a minimum of one director per year.

Three of the existing 12 directors — John McFarlane, Mark Johnson and Peter Goldsmith — haven’t been elected since 2012, when the normal Australian director serves a maximum of three years at a time.

However, this is because the 2014 restructure effectively created a new company with the clock ticking from that point. For mine, these long-serving directors presiding over very similar assets should have been put up last year to get a specific mandate from shareholders after three years of service.

After all, the US and UK have now moved to a model where all directors are up for election every year. This is something a reformist Malcolm Turnbull should look at adopting in Australia.

Stephen Mayne — Journalist and Founder

Stephen Mayne

Journalist and Founder

Stephen Mayne founded Crikey in February 2000, and has remained as a contributor since selling it in 2005. He’s currently a City of Melbourne councillor, shareholder advocate and broad campaigner for transparency and accountability across the media, business and political sectors.

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