The Commonwealth Bank tilt is based on the rationale of exposing their dodgy cash for comment relationship with Alan Jones and pressuring them to become a more activist fund manager.
The Commonwealth Bank board will at least have the concept of greater shareholder activism thrust before them if they have an outsider standing for their board on a platform of activism. That’s what they now have.
The arguments are much the same as with the AMP earlier in the year when I came a long last but still got 25 per cent of the vote after running on an activist platform.
Put simply, I believe Commonwealth Bank fund managers should be standing up at AGMs and speaking out publicly to drive their $70 billion in Australian funds under management harder. As Australia’s biggest investor on behalf of millions of Australians, it is their job to help create a great culture of shareholder pressure in this country, something desperately lacking at the moment.
Industry concentration a growing concern
After the $8 billion takeover of Colonial earlier this year, the Commonwealth Bank has become the biggest and most powerful fund manager in the land. When combined with the National Australia Bank’s takeover of MLC, Australia now has a dangerously concentrated funds management industry. This is bad news for those like Crikey who want to break up the old boys club to outsiders.
The old boys networks even more intertwined
For instance, let’s assume that the Commonwealth Bank fund managers have some corporate governance and strategic concerns with Rupert Murdoch’s News Corp and WA News, owner of the uninspiring monopoly daily newspaper in the West. Would the managers be more cautious because they know that the Commonwealth Bank has been one of News Corp’s main bankers for many years? And would they be extra sensitive because News Corp’s long time Australian boss and director Ken Cowley is also on the Commonwealth Bank board. I reckon they would and the Bank should spell out its independent charter for its fund managers.
I’m also running for the WA News board and this too is an interesting case study. Former BankWest chief executive Warwick Kent is a director of the Commonwealth Bank and WA News. So do you think that the Commonwealth Bank fund managers are going to vote against Warwick Kent and for me when it comes to elections for that company’s board? You bet they won’t. The complex web of director, shareholder and banker relationships in Australia have just become a whole lot more incestuous.
Lazy fund managers need some prodding
Federal Financial Services minister Joe Hockey is right when he says that many Australian fund managers are lazy. If you give them your money, they should die in a ditch to protect it. So if a listed company does something dodgy, they should be held to account in the public arena by the money managers at the Commonwealth Bank. A vote for me is a vote for this sort of outcome. As a shareholder activist, I would carry a lot more weight if also on the board of Australia’s biggest fund manager.
Why can’t we be more active like the Brits and Yanks?
Britain has the Hermes fund and the US has the Lens fund, both of which are activist operations that take public positions on issues like board composition and the strategic direction of a business. They have both outperformed the market in recent years and have also created a greater culture of accountability within the markets that they operate in. The Commonwealth Bank is uniquely placed to become Australia’s version of this.
Good relations with the Commonwealth Bank
I’ve been banking with the State Bank of Victoria and then the Commonwealth Bank for about 15 years now. At the moment I have a savings account, two Visa cards, three different loans over a property and all the Crikey banking going through the good old CBA. As a customer, my only complaint is the surging fees. Thankfully, Ive also followed the maxim that it is better being a shareholder than a customer of a bank. However, I had to sell the last of my shares earlier this year to pay for Crikey but have made about $10,000 in capital profits from trading them over the years. CEO David Murray invited me to the Opera about 15 months ago, not long after the Daily Telegraph had patched up a big blow-up with the bank over branch closures and my attendance at their 1998 AGM.
Thank god they’ve got a new chairman
The silver fox Tim Besley is without doubt one of the most arrogant chairman I’ve encountered – especially last year when it came to answering questions about the $11 million the bank lost on Paul Keating’s piggery deals. Thankfully, he’s now been replaced at the Commonwealth Bank by John Ralph who is a nice guy and a competent chairman but has too much on his plate. It will be interesting to see how John Ralph handles the AGM and whether he follows Stan Wallis’s move during the AMP process and finds times for a pre-AGM meeting. Let’s hope the super busy chairman can find a spare 20 minutes somewhere.
How you should vote your shares
In terms of voting, my advice is obviously to vote yes for me. It would also be useful if you appointed me as your proxy for the meeting, which 566 AMP shareholders did earlier this year. It gives me more standing at the meeting and also a chance to hold back on voting your shares until we see how the debate flows.
I’m destined to come a long last but my vote will look relatively better if you voted no for everyone else. However, clearly some of the candidates are very good and, based on merit, are deserving of a yes vote. But others have some baggage or a potential conflict of interest and you should weigh this up before deciding how to vote.
What I would bring to the board
At 31, I’d be one of the youngest directors of a public company in Australia but it is not as stupid as it sounds. I was banking and insurance writer for The Age in 1992 and know the industry reasonably well. A good knowledge of government and regulators is also useful on a bank board and I did the 18 month stint with the Kennett government in 1992 to 1994. Similarly, banks need to manage their brands and public image carefully and that is something that I could help with after 11 years in journalism. Most importantly, I know my way around the stockbroking and funds management business and have a good knowledge of corporate Australia which could be used to help turn the Commonwealth Bank into Australia’s first big activist fund manager. No-one else has been to more than 100 AGMs over the past two years.
Warwick Kent’s conflict of interest
It is a good to have another banker in Warwick Kent on the board as you need directors who can see what management is really up to. But in my view Warwick Kent should not continue to be a director of both CBA and Perpetual now that the funds management side of the bank’s business is so large. The two are both significant players and major competitors in the funds management and financial services business yet Warwick Kent remains a director of both companies. He should give up one of them and you could send him a message about this by voting against his re-election to the ComBank board.
Ken Cowley’s average record
Ken Cowley was Rupert Murdoch’s most loyal and longest serving lieutenant but he is responsible for several big stuff-ups. Super League has cost News Corp about $500 million and Cowley was one of its masterminds. When he was in charge of Ansett it performed badly until they hired Rod Eddington from Cathay Pacific who turned it around before News Corp sold out earlier this year. Cowley has also remained chairman of PMP Communications since News Corp sold out two years ago and it has remained one of the market’s worst performing stocks. News Corp’s pay-TV strategy has also been handled badly and the company also massively overspent on new printing operations for its papers about 10 years ago. Cowley is clearly a man of great experience who knows his way around corporate and government Australia but he’s now carrying lots of baggage and is deserving of a bigger no note than the other directors.
The indulgent Ross Adler
The recently departed Santos boss is one of the last great self-indulgent corporate leaders. At the helm of the gas giant in Adelaide he wasted millions of dollars maintaining the corporate jet and pouring money into monuments for himself and Santos at Adelaide Uni. He also poured huge sums into the Liberal Party which for many years have maintained the anachronistic 15 per cent shareholder limit. Santos shares have rocketed since Adler resigned and the new leadership decided to get the shareholder limit lifted. If that is any indication, maybe we should lose Ross from the board of the Commonwealth Bank board too.
Fergus Ryan’s SECV blunder
Given that the meeting is being held in Melbourne, a few of the shareholders attending will be interested to know about the one skeleton in this respected accountant’s closet. Fergus was a director of the old State Electricity Commission in the early 1990s under the dying Kirner government. It one of the stupidest deals ever signed, Fergus and his fellow directors agreed to an extravagant $646 million 20-year lease over a brand new SECV headquarters in Flinders St which was built by the Grollo brothers. Not only was it pitched at $800 a square metre or $32 million a year – about four times the prevailing market price – it came as the Liberal opposition was working up its policy to break up and sell-off the SECV. On winning office, the Kennett government renegotiated the fixed-price lease and bought the building off the Grollos for $250 million. They then filled it full of other tenants and sold it a few years later for about $110 million, incurring a $140 million loss for taxpayers in the process. Now Fergus is well-regarded for his work at Arthur Andersen but a more vigilant non-executive director would have stopped the SECV management from squandering money in this way. David White was Labor’s Industry Minister at the time and also has a lot to answer for.
The others look pretty good
I’ve got no specific knowledge of problems with the other candidates, Foster’s chairman Fred Swan, former ANI boss Anthony Daniels and Mr CR Galbraith. I’ll probably vote in favour of them and against some of the others mentioned above.
David Murray’s options
Given that CBA CEO David Murray has already made more than $20 million out of his various share options schemes, the latest gift is arguably too much. However, if you agree with the concept of constantly raising the bar each year to give a CEO even more financial incentive, then give it a tick.
If you’ve got any thoughts on all of this or any information on some of the other directors, please email me at [email protected] If you need an address to appoint me proxy just make it PO Box 2095 Templestowe Heights 3107.
All the best from your wannabe ComBank director. Stephen Mayne