The Australian Shareholders’ Association is a flourishing not for profit group that helps keep listed companies accountable. However, they are now embroiled in a boardroom stoush of their own with moves afoot to vote the Queensland directors off the board.

The annual meeting of the ASA was adjourned in Melbourne on Tuesday last week amidst acrimony over moves by the Melbourne and Sydney-based directors to vote against the re-election of two Queensland-based directors, Ted Hook and George Bissell.

Earlier in the meeting, long-standing ASA chairman Ted Rofe told about 120 members that the ASA had written to every NRMA board member demanding an end to the infighting and took credit for the recent resignation of chairman Nick Whitlam.

The ASA board faced many of the same questions from members that they regularly ask company boards.

Members were critical of not being given any notice of the intentions of the board to vote open proxies against Mr Hook and Mr Bissell and the lack of information about each director on the notice of meeting.

Asked to reveal the proxy situation and how the chairman would be using open proxies, Mr Rofe said this was only a requirement of listed companies and not associations.

The ASA constitution provides for up to 11 directors but only has eight presently and will be reduced to just six if Mr Rofe and his board supporters in Melbourne and Sydney get their way when the meeting resumes in May some time. There are no ASA directors from South Australia or Western Australia.

A new notice of meeting with more details on candidates is expected to be circulated along with details of any additional candidates who put themselves forward now that news of the board split has moved into the public arena.

Mr Rofe wrote to Mr Hook and Mr Bissell two weeks ago advising that the board intended to vote open proxies against them. The Queenslanders then launched a counter-attack soliciting proxies of support and Mr Hook took the microphone immediately after Mr Rofe’s chairman’s address and, in an unusual tactic, sung the praises of the man who was leading the charge to have him voted off the board. He also stressed that the ASA’s membership in Queensland had risen from 100 to 1000 over the past few years.

At one point Mr Rofe interrupted the praise from Mr Hook: “I don’t know that it is appropriate for the board to be congratulating each other there might be some questions from the floor,” he said.

Whilst the ASA has been strong in Melbourne and Sydney, it’s performance in Brisbane, Adelaide and Perth has been mixed, a development which led to yesterday’s attempted board changes.

Mr Rofe defended the South Australian branch for again failing to ask questions of Rupert Murdoch at the News Corp AGM in Adelaide last October.

“We have a fairly new investor relations committee in Adelaidewe did suggest they go along to the AGM but I think they were a bit nervous to take Rupert on,” Mr Rofe said.

A similar experience appears to be behind the attempted palace coup of the Queensland branch. Brisbane-based director George Bissell was the only candidate up for re-election to address the meeting before it was adjourned – partly because the ASA only booked the ASX theatrette from 9.45am until 11.30am and ran out of time to have a detailed debate.

Mr Bissell claimed that the ASA had attended 80 AGMs last year and had lifted attendances at their monthly meetings from 20 to 150.

However, the problem appears to be a reluctance of the Queensland branch to ask questions at the AGMs they attend. The ASA issued a widely reported press release about the issues they intended to raise at last year’s Village Roadshow AGM at Movie World on the Gold Coast but then the ASA representative at the meeting failed to take the microphone and raise these promised issues.

Earlier in the meeting, Mr Rofe reported that ASA membership had risen a strong 27 per cent in the calendar year to a record 6178, which had driven the rise in annual revenues from $294,034 in 1999 to 387,908 last year.

However, a move to new offices in the Sydney suburb of Chatswood and the hiring of a third full-time staff member limited the overall surplus to just $5,020, compared with a deficit of $8,173 in 1999.

Despite the controversy and bad blood during the meeting, the largely elderly audience still flocked to the sandwiches and refreshments provided after the meeting.

Subscribers can search our 700,000 word archive for the account of last year’s ASA AGM.

Peter Fray

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